/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200319.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, March 19, 2020, Vol. 24, No. 78 Headlines 110 WEST PROPERTIES: May Use Cash Collateral on Interim Basis 2178 ATLANTIC: Creditors Unimpaired in Habitat-Backed Plan 9469 BEVERLY CREST: Reaches Deal to Extend Plan Deadline to April 6 ABA THERAPY: May Continue Using Cash Collateral Until March 31 ALICE'S SCHOOL: Seeks April 8 Extension for Plan & Disclosures ALIMERA SCIENCES: Has $10.4M Net Loss for the Year Ended Dec. 31 ALL CARE NOW: Asks Court to Extend Exclusive Period to July 22 ALLEGIANT TRAVEL: Moody's Puts Ba3 CFR on Review for Downgrade ALLEN SUPPLY: Seeks to Extend Exclusivity Period to June 2 ALLISON TRANSMISSION: Fitch Affirms LT IDR at 'BB', Outlook Stable ALLSTATE CORP: Fitch Affirms BB+ Rating on Preferred Notes ALTA MESA RESOURCES: KPMG LLP Raises Going Concern Doubt AMERICAN AIRLINES: Moody's Puts Ba3 CFR on Review for Downgrade AMERICAN AXLE: Egan-Jones Lowers Senior Unsecured Ratings to B AMERITUBE LLC: Seeks More Time to Formulate Chapter 11 Plan AMPLE HILLS: Ice Cream Chain in Chapter 11 to Look for Buyer API AMERICAS: Final Cash Collateral Hearing Scheduled for March 25 ARETEC GROUP: Moody's Alters Outlook on B3 CFR to Negative ARIZONA CALL-A-TEEN: Court Grants Access to JPMorgan Chase Cash ARMOR HOLDCO: Moody's Alters Outlook on B3 CFR to Negative ART OF DECORATION: Selling Englewood Commercial Property for $525K ASHORI INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors BAYSIDE WASTE: Case Summary & 20 Largest Unsecured Creditors BEAZER HOMES: Egan-Jones Lowers Senior Unsecured Ratings to CCC BELDEN INC: Egan-Jones Lowers Sr. Unsec. Ratings to BB- BENCH IP: Lender to Auction Assets on March 30 BINGSTON G. CROSBY: Proposes Sale of Louisville Property BOY SCOUTS: Has Interim Approval to Use Cash Collateral CALERES INC: Moody's Cuts CFR to Ba3, Outlook Negative CAPSTONE OILFIELD: Sets Bidding Procedures for All Assets CARROLS RESTAURANT: Moody's Cuts CFR to B3; Outlook Stable CENSO LLC: Has Until June 2 to Exclusively File Chapter 11 Plan CENTRAL PALM BEACH: Hires Steven L. Robbins as General Counsel CINEMARK HOLDINGS: Fitch Reviews 'BB-' LT IDR, On Watch Negative CORDOVACANN CORP: Incurs CA$1.07M Net Loss for Dec. 31 Quarter CTI INDUSTRIES: Changes Corporate Name to Yunhong CTI Ltd. DANI TRANSPORT: Has Permission to Use Cash Thru March 31 DELTA MATERIALS: Deadline to File Plan & Disclosure Moved to May 28 DIAZ & STOLITZA: Exclusivity Periods Extended for 120 Days DIGERATI TECHNOLOGIES: Has $457,000 Net Loss for Jan. 31 Quarter DIGIPATH INC: Acquires All of VSSL's Outstanding Capital Stock DIOCESE OF BUFFALO: Seeks to Hire Stretto as Administrative Agent DIOCESE OF BUFFALO: Seeks to Hire Stretto as Claims Agent EARTH FARE: Has Permission to Use Cash Collateral on Final Basis EBIX INC: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ EP TECHNOLOGY: Seeks to Extend Exclusivity Period Through May 20 F5 BUSINESS: U.S. Trustee Unable to Appoint Committee FIZZ & BUBBLE: Exclusivity Period Extended to May 4 FLORIDA RIVIERA: Needs More Time to Formulate Chapter 11 Plan FORTVILLE APARTMENTS: Seeks to Borrow $1.5M from Liquidity LLC FOX VALLEY PRO: Seeks to Extend Solicitation Period to June 29 FRANK INVESTMENTS: Deadline to File Plan Extended to April 15 FRIENDS OF CITRUS: Seeks Further 90-Day Exclusivity Extension FRONTIER COMMUNICATIONS: Fitch Lowers LongTerm IDR to 'C' FUELCELL ENERGY: Incurs $40.2 Million Net Loss in First Quarter GABRIEL INVESTMENT: Gunn Buying 16 Vehicles for $62K GRAY LAND & LIVESTOCK: May Use Cash Collateral on Interim Basis GREENPOINT TACTICAL: Court Junks Settlement Agreement with Hallick GREENSBURG CONCRETE: Plan Filing Deadline Extended to May 31 HAWAIIAN HOLDINGS: Moody's Puts Ba3 CFR on Review for Downgrade HCC CATERERS: Wants to Maintain Plan Exclusivity Through July 15 HELIX ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to B- HIGH SIERRA THEATRES: Allowed to Use Cash Collateral Until April 30 HILL TOP: Case Dismissed After Forbearance Deal with Creditor HOTEL OXYGEN: Wants to Maintain Exclusivity to Continue Plan Talks HVI CAT CANYON: Trustee Hires Reetz Fox as Special Counsel IDEANOMICS INC: Reports $97.6 Million Net Loss in 2019 ILLINOIS VALLEY: Appointment of Equity Committee Sought IMERYS TALC: Needs More Time to Continue Plan Negotiations IMPACT GLASS: Has Until May 8 to Exclusively File Chapter 11 Plan INFINERA CORP: Egan-Jones Lowers Sr. Unsec. Ratings to CCC INTERNAP CORP: Enters Chapter 11 With Deal With Lenders INTERNAP CORP: Unsecureds to Get 100% in Prepackaged Plan INTERNAP TECHNOLOGY: Gibson Dunn Represents Term Lender Group IRIDIUM COMMUNICATIONS: Egan-Jones Lowers Sr. Unsec. Ratings to B- JCV GROUP: Asks Court to Extend Exclusivity Period to July 3 JEFFERIES GROUP: Egan-Jones Lowers Senior Unsecured Ratings to BB- JETBLUE AIRWAYS: Moody's Puts Ba1 CFR on Review for Downgrade JUNO USA: Wants to Maintain Exclusivity to Confirm Amended Plan KARISCOM LLC: Case Summary & 20 Largest Unsecured Creditors KIRBY CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ LEE'S FOODSERVICE: Judge Signs Final Cash Collateral Order LINCOLN NATIONAL: Fitch Alters Outlook on BB+ Jr. Notes to Stable LOEWS CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ LOOT CRATE: Asks Court to Extend Exclusivity Period to June 8 LSC COMMUNICATIONS: Deloitte & Touche Raises Going Concern Doubt LUMEE LLC: Seeks to Hire Wiss and Company as Tax Preparer LYNN ROXANNE WALLER: Enriquez Buying La Jolla Property for $2.15M MARRONE BIO: Incurs $37.2 Million Net Loss in 2019 MAX FINE FURNITURE: Case Summary & 20 Largest Unsecured Creditors MAX FINE FURNITURE: Family-Owned Store Seeks Chapter 11 MCCLATCHY COMPANY: Wagner Law Group Represents Ridder, 4 Others MEADE INSTRUMENTS: Seeks to Extend Exclusivity Period to Sept. 1 MERCER INTERNATIONAL: Egan-Jones Lowers Sr. Unsec. Ratings to BB- METHANEX CORP: Egan-Jones Lowers Sr. Unsec. Ratings to BB+ MILLERS LANE: Asks Court to Extend Exclusivity Period to April 27 MOBILE ADDICTION: Creditors Committee Members Disclose Claims MOUNTAIN VIEW: Obtains Interim Access to Cash Collateral MURPHY OIL: Egan-Jones Lowers Senior Unsecured Ratings to BB NABORS INDUSTRIES: Egan-Jones Lowers Sr. Unsecured Ratings to B NATIONAL OILWELL: Egan-Jones Lowers Sr. Unsecured Ratings to BB- NOFALIA INC: U.S. Trustee Unable to Appoint Committee NORDSTROM INC: Egan-Jones Lowers Senior Unsecured Ratings to BB+ NORTH VALLEY DERMATOLOGY: Taps Mannion Lowe as Special Counsel NSHE CA BULLS: U.S. Trustee Unable to Appoint Committee OCCIDENTAL PETROLEUM: Egan-Jones Lowers Sr. Unsec. Ratings to BB+ OLIN CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB- OMNI BAY COLONY: U.S. Trustee Unable to Appoint Committee PATTERN ENERGY: Moody's Assigns Ba3 CFR, Outlook Positive PBF ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to BB+ PENNRIVER COMMUNITY: Seeks to Obtain $1.5M of Back-up Funds PORTERS NECK COUNTRY: Selling All Assets for $3.5 Million PRC ACQUISITION: Seeks to Hire Jones Lang as Broker PRECIPIO INC: Completes Transaction with Poplar Healthcare PRINTEX INC: Exclusive Filing Period Extended Until April 9 PRO-FIT DEVELOPMENT: U.S. Trustee Unable to Appoint Committee PSYCHAMERICA BEHAVIORAL: Court Waives PCO Appointment PVM ELECTRIC: Wants to Maintain Plan Exclusivity Through May 1 QEP RESOURCES: Egan-Jones Lowers Senior Unsecured Ratings to B R-DREAM FARM: Asks Court to Extend Exclusivity Period to April 9 REGAL ROW: Providence Selling Dallas Property for $2.5 Million RR DONNELLEY: Egan-Jones Lowers Senior Unsecured Ratings to B- RYDER SYSTEM: Egan-Jones Lowers FC Senior Unsecured Rating to BB SAGICOR FINANCIAL: Fitch Alters Outlook on 'BB' LT IDR to Stable SARAH AIR: Trustee Selling Aircraft to Classic for $170K SCHAEFER AMBULANCE: Exclusivity Period Extended Through April 1 SEACOR HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to B- SIX FLAGS: Egan-Jones Lowers Senior Unsecured Ratings to BB SONIC AUTOMOTIVE: Egan-Jones Lowers Sr. Unsecured Ratings to B+ SOUTHWESTERN ENERGY: Egan-Jones Lowers Sr. Unsec. Ratings to BB SPERLING RADIOLOGY: Court Vacates PCO Appointment Order SPI ENERGY: Sells Sun Roof I Solar Project in Italy for EUR1.1M SPINEGUARD INC: Gets Interim OK to Use Cash Collateral STAK DESIGN: Spoon Buying All Assets for $175K STILLWATER 8665: Allowed Access to Cash for Construction Expenses STL RENAISSANCE: U.S. Trustee Unable to Appoint Committee SUMMIT MIDSTREAM: Egan-Jones Lowers Senior Unsecured Ratings to B+ TAMPA BAY MARINE: U.S. Trustee Unable to Appoint Committee TATUNG CO: Gets Interim Access to Cash Thru May 23 THREESQUARE LLC: Seeks to Extend Exclusivity Period to May 11 TRI-POINT OIL: Case Summary & 30 Largest Unsecured Creditors TRIDENT BRANDS: Reports $12.2 Million for FY Ended Nov. 30 TRONOX INC: Legal Malpractice Suit v Montgomery McCracken Junked TWIFORD ENTERPRISES: Seeks to Use Cash Collateral U.S. SILICA: Egan-Jones Lowers Senior Unsecured Ratings to CCC UNITED AIRLINES: Moody's Puts Ba2 CFR on Review for Downgrade VALLEY TIMBER: Plan Seeks Sale of Assets or Equity Interests VENTURE VANADIUM: Needs More Funds to Remain as Going Concern WALKER COUNTY HOSPITAL: Has Until May 9 to Exclusively File Plan WATSON VALVE: Court Grants Third Interim OK to Use Cash Collateral WC 56 EAST AVENUE: Sets Bidding Procedures for All Assets WC 56 EAST AVENUE: Unsecureds Projected to Recover 100% in Plan WEST GARDEN: Needs $1.5M 'Back-up' Funds from Liquidity LLC WESTPORT HOLDINGS: Trustee's Sale of All Assets to Tampa Life OK'd WHEATON MEDICAL: Seeks Access to Cash Collateral Through April 17 WYNN RESORTS: Egan-Jones Lowers Senior Unsecured Ratings to B YOUSEF MOUSSA: U.S. Trustee Appoints Plaza as PCO [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 110 WEST PROPERTIES: May Use Cash Collateral on Interim Basis ------------------------------------------------------------- Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central District of California has issued a tentative ruling authorizing 110 West Properties, LLC to use cash collateral on an interim basis without approving many of the provisions of the Proposed Stipulation. A continued hearing on the further use of cash collateral will be held on March 31, 2020 at 11:00 a.m. Judge Bason finds Zions Bancorporation, N.A. d/b/a California Bank & Trust ("Lender") to be more than adequately protected by an enormous equity cushion, listing estimated lien of $7,124,000 as against estimated property value of $27,380,000. The Tentative Ruling specifically provides that: (1) Validation of Lender's liens approved only as against Debtor, and not as against any other party in interest, any provisions regarding the validity, priority, and extent of Lender's liens on cash or other collateral, or any provisions waiving setoffs, claims against the Lender, and the like. (2) The provision regarding emergency use of cash collateral is approved, but without prejudice to Debtor's right (and perhaps obligation) to react to true emergencies without Lender's consent. (3) No postpetition liens, except standard replacement liens, and no waiver of section 506(c). The Court disapproved these provisions, in favor of the standard conditions regarding replacement liens. The Debtor and Lender have not established any legal or factual basis for "cross-collateralization" or liens on avoidance actions or recoveries under 11 U.S.C. 506(c). Nor have the Debtor and Lender established grounds to waive the bankruptcy estate's rights under 11 U.S.C. 506(c). (4) The Court also disapproved the provision of the Stipulation that purport to treat the superpriority under 11 U.S.C. 507(b) as if it had "the same priority as the Replacement Lien as set forth in this Stipulation" and/or with a priority over Debtor's rights under 11 U.S.C. 506(c). The Lender is directed at the hearing to address what legal theory justifies treating a superpriority administrative claim as if it were a lien. The Debtor is directed at the hearing to explain why Debtor's disclosures failed to disclose the provisions for cross-collateralization. About 110 West Properties 110 West Properties, LLC, a privately held company in Los Angeles, Calif., filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-24048) on Nov. 29, 2019. The petition was signed by Richard K. Ullman, Sr. of RU, LLC, manager of the Debtor. At the time of filing, the Debtor was estimated to have $10 million to $50 million in assets and $10 million to $50 million in liabilities. Gregory K. Jones, Esq., at Dykema Gossett LLP, is the Debtor's legal counsel. 2178 ATLANTIC: Creditors Unimpaired in Habitat-Backed Plan ---------------------------------------------------------- 2178 Atlantic Avenue HDFC filed a proposed Plan of Reorganization and a Disclosure Statement. Class 1 consists of Priority Non-Tax Claims, Class 2 consists of the Goldstein Secured Claim, and Class 3 consists of the General Unsecured Claims. Under the Plan, the Debtor will pay holders of all Claims in full, in cash (along with interest to the extent provided for and permitted by applicable non-bankruptcy law). No classes or creditors are impaired under the Plan and, thus, no creditor is entitled to vote as to the acceptance or rejection of the Plan on account of its Claim. Pursuant to the Plan, the Debtor will implement the Habitat Financing, which fully funds the Plan. This financing will largely be repaid from the proceeds of a tax refund from the City of New York on account of real estate taxes paid on account of the Property from 2005 to 2020. The remainder of the Habitat Financing will be refinanced following the Debtor's exit from bankruptcy. A full-text copy of the Disclosure Statement dated March 4, 2020, is available at https://tinyurl.com/w7gnt3g from PacerMonitor.com at no charge. About 2178 Atlantic Ave HDFC Based in Brooklyn, N.Y., 2178 Atlantic Ave HDFC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-47287) on Dec. 4, 2019, estimating under $1 million in both assets and liabilities. Counsel to the Debtor: Douglas H. Mannal Joseph A. Shifer Rose Hill Bagley Hunter Blain KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 9469 BEVERLY CREST: Reaches Deal to Extend Plan Deadline to April 6 ------------------------------------------------------------------- 9469 Beverly Crest, LLC, inked a stipulation with NVSI, Inc., requesting that the Court extend the time for the Debtor to file its plan and disclosure statement to April 6, 2020.. On Dec. 10, 2019, at the Debtor's request (which was not opposed by NVSI), the Court extended the deadline for the Debtor to file a Chapter 11 plan and disclosure statement to March 6, 2020. The next case status conference is currently scheduled for March 31, 2020. The Debtor was slated to file a brief status report by March 17, 2020. In light of the status of the case, and to help reduce legal fees incurred by the estate and other parties, the Debtor and NVSI have agreed to an extension of the deadline for the Debtor to file its chapter 11 plan and disclosure statement. At this time, the parties have agreed to extend the deadline approximately 30 days to April 6, 2020. The parties may agree to a further extension in the future. Attorneys for the Debtor: JOHN N. TEDFORD IV DAMNING, GILL, ISRAEL & KRASNOFF, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, California 90067-6006 Telephone: (310) 277-0077 Facsimile: (310) 277-5735 E-mail: jtedford@DanningGill.com About 9469 Beverly Crest LLC 9469 Beverly Crest LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 9469 Beverly Crest LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-20000) on Aug. 26, 2019, in Los Angeles, California. In the petition signed by Martin Livingston, managing member, the Debtor was estimated with assets at $10 million to $50 million, and liabilities at $1 million to $10 million. Judge Neil W. Bason oversees the case. DANNING, GILL, DIAMOND & KOLLITZ, LLP, is the Debtor's counsel. ABA THERAPY: May Continue Using Cash Collateral Until March 31 -------------------------------------------------------------- Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern District of Florida issued a second interim order authorizing ABA Therapy Solutions, LLC's use of cash collateral in the regular course of its business affairs pursuant to the Budgets, until the date of the continued hearing on the Motion. The Court will conduct a final hearing on Debtor's Emergency Motion for Authorization to Use Cash Collateral on March 31, 2020 at 1:30 p.m. The Debtor disclosed that creditors who may have an interest in the cash collateral include (i) Queen Funding LLC, (ii) OnDeck Capital, (iii) Libertas, (iv) Forward Financing, LLC, (v) WG Fund, LLC, (vi) NY Tribeca Group, LLC, (vii) Everest Business Funding, (viiii) Ibex Funding Group LLC, (ix) Thryve Capital Funding, LLC, (x) Capflow, Inc., (xi) TD Bank, N.A., (xii) Kabbage, and (xiii) Complete Business Solution Group. Pursuant to the Second Interim Order, Queen and WG are granted, nunc pro tunc to the Petition Date and to the extent of the Debtor's use of cash collateral during the interim period, a replacement lien pursuant to Section 361(2) of the Bankruptcy Code on the type of collateral described in their respective security agreements, to the same extent as any pre-petition lien. A copy of the second interim order is available for free at https://is.gd/pjyFcO from PacerMonitor.com. About ABA Therapy Solutions Founded in 2012 by Linda Peirce, ABA Therapy Solutions provides in-home and clinic services covering language, behavioral, self-help skills and social skills for individuals with autism spectrum disorders, down syndrome and other developmental disabilities. ABA Therapy Solutions filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Lead Case No. 20-10208) on Jan. 7, 2020. In the petition signed by Linda Peirce, managing member, the Debtor disclosed $157,637 in assets and $1,342,155 in liabilities. Judge Erik P. Kimball oversees the case. Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L., is the Debtor's legal counsel. ALICE'S SCHOOL: Seeks April 8 Extension for Plan & Disclosures -------------------------------------------------------------- The Bankruptcy Court previously granted until March 3, 2020, for Alices School, Inc., the Debtor in the case, to file the Chapter 11 Plan and Disclosure Statement. The Debtor requests that the Court extend the Disclosure Statement and Plan's due date to April 8, 2020. This date is within the 180 days provided for by 11 U.S.C. Section 1121(e)(1). Attorney for the Debtor: ROSANA MORENO RODRIGUEZ MORENO & SOLTERO, LLC P.O. BOX 679 TRUJ ILLO ALTO, PR 00977 TEL: (787) 750-8160 FAX: (787) 750-8243 E-mail: rmoreno@morenosolterolaw.com About Alices School Inc. Based in Carolina, Puerto Rico, Alices School Inc. filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-05929) on Oct. 15, 2019, listing under $1 million in both assets and liabilities. Rosana Moreno Rodriguez, Esq., at Moreno & Soltero Law Office, LLC, represents the Debtor. ALIMERA SCIENCES: Has $10.4M Net Loss for the Year Ended Dec. 31 ---------------------------------------------------------------- Alimera Sciences, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $10,443,000 on $53,943,000 of net revenue for the year ended Dec. 31, 2019, compared to a net loss of $16,382,000 on $46,599,000 of net revenue for the year ended in 2018. The audit report of Grant Thornton LLP states that the Company has incurred recurring losses, negative cash flows from operations, and has an accumulated deficit of US$387,570,000 as of December 31, 2019. These conditions, along with the other matters, raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2019, showed total assets of $50,309,000, total liabilities of $54,754,000, and a total stockholders' deficit of $4,445,000. A copy of the Form 10-K is available at: https://is.gd/0m6WAX Alimera Sciences, Inc., is an Alpharetta, Georgia-based pharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals. The company is focused on diseases affecting the back of the eye, or retina. ALL CARE NOW: Asks Court to Extend Exclusive Period to July 22 -------------------------------------------------------------- All Care Now, LLC and Home Health and Infusion Options, Inc. asked the U.S. Bankruptcy Court for the Northern District of Illinois to extend the periods during which they have the exclusive right to file a Chapter 11 plan and solicit acceptances for the plan to July 22 and Nov. 23, respectively. The companies are still evaluating their options regarding formulation of a feasible plan of reorganization, which depends upon the successful collection of their receivables as well as post-petition consulting to healthcare providers. About All Care Now LLC and HHIO All Care Now, LLC is a health care provider in Chicago, Illinois. It is in the business of coordinating necessary clinical care and healthcare services between providers and patients including administrative functions, insurance authorizations, pharmaceutical services, and nursing and physical therapy management. ACN's primary customers are home-health agencies and does not contract directly with hospitals or doctors. Home Health and Infusion Options, Inc. also known as HHIO -- https://www.hhio.net/ -- provides management services to ACN, including the services of Christopher Kujawski and Devin Barrett as managers, use of facilities and equipment, marketing support, and the use of numerous software licenses used in the operation of ACN's business. ACN and HHIO sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 19-33490) on Nov. 25, 2019. The petition was signed by Christopher Kujawski, manager and chief financial officer. At the time of the filing, ACN estimated $1 million to $10 million in both assets and liabilities, while HHIO estimated $100,000 to $500,000 in assets and $1 million to $10 million in debt. Judge Deborah L. Thorne oversees the cases. The Debtors tapped Freeborn & Peters LLP as their bankruptcy counsel, and Dore Law Offices LLC as their special counsel. ALLEGIANT TRAVEL: Moody's Puts Ba3 CFR on Review for Downgrade -------------------------------------------------------------- Moody's Investors Service placed the ratings of Allegiant Travel Company, including the Ba3 corporate family rating, on review for downgrade. The speculative grade liquidity rating remains unchanged at SGL-3. The rapid and widening spread of the coronavirus outbreak, the deteriorating global economic outlook, falling oil prices and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The passenger airline sector has been one of the sectors most significantly affected by the shock given its exposure to travel restrictions and sensitivity to consumer demand and sentiment. More specifically, Allegiant is left vulnerable to shifts in market sentiment in these unprecedented operating conditions, and the company remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The actions reflect the impact on Allegiant of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. With the review for downgrade, Moody's considers that the coronavirus will significantly curtail US domestic and global demand for air travel through at least June. For now, Moody's assumes a measured pace of recovery in demand commencing in the third quarter. Moody's anticipates that the accelerating incidence of the coronavirus across the US will lead to further capacity reductions across the industry and, potentially, a temporary restriction on passenger air services, both domestically and to and from additional foreign countries. Moody's current assumption is that domestic industry capacity in the US is cut by 50% in the second quarter and by 25% in the third quarter versus the respective quarters in 2019. For the three US global carriers, Moody's assumes capacity on international routes will shrink by 90% or more in the second quarter and a slower recovery than for domestic traffic following the virus' decline. Moody's assumes Allegiant's full year capacity would reduce by at least 20%. However, there are high risks of more challenging downside scenarios and the severity and duration of the pandemic and travel restrictions are uncertain. In its review, Moody's will consider (i) the sufficiency of the company's liquidity profile; (ii) Allegiant's ability to timely and, in what magnitude, aggressively reduce expenses and capital investments to preserve cash outflows as new booking levels recede; (iii) evolving market conditions, including demand patterns and responsive additional capacity cuts; (iv) the potential for and types of support the US government might provide to the US airlines; and (v) the potential to timely restore its credit metrics and sustain a strong cash buffer following the coronavirus, which will require prioritization of debt reduction. LIQUIDITY Allegiant's liquidity is currently adequate with over $500 million of cash. The company has an $81 million revolving credit facility; however, it was fully drawn in late 2019 to fund equipment purchases. Moody's anticipates that the company will soon take actions to bolster its cash position. Annual aircraft financing repayment obligations including interest are about $150 million in 2020. The company had 30 unencumbered aircraft coming into March. RATINGS RATIONALE The Ba3 corporate family rating reflects the financial benefits of Allegiant's differentiated airline model that provides limited competition across about 70% of its route system. Moody's expects Allegiant to continue to achieve one of the strongest operating margins of the 22 airlines it rates during a normal operating environment. The re-making of the fleet required an $800+ million debt-funded investment for mostly used Airbus aircraft. Debt-to-EBITDA remained below 3.5x during the investment period and was 2.7x at the end of 2019. Moody's expects the airline operations to continue to generate positive free cash flow in excess of $200 million per year during periods of normal operations. The ratings could be downgraded if Moody's believes the impact of the coronavirus will lead to a steeper and longer decline in passenger demand and weaker credit metrics. A shutdown of US domestic airspace could lead to a downgrade, as would aggregate liquidity falling below $350 million. Additional downward ratings pressure would result from (i) a longer-running decline in passenger bookings beyond the second quarter of 2020, or a slower pace of recovery as a result of the coronavirus outbreak, particularly if not matched by further additional sources of liquidity; (ii) greater liquidity pressure from an inability to remove costs and cut capital spending; and/or (iii) if there are clear expectations that Allegiant will not be able to timely restore its financial profile once the virus recedes (for example, if debt-to-EBITDA is sustained above 3.75x, FFO plus interest-to-interest falls below 4x, EBIT margins contract and approach 12%, or free cash flow from the airline operations falls below $100 million). There will be no upwards pressure on the rating until after passenger demand returns to pre-coronavirus levels, Allegiant maintains liquidity above $400 million and key credit metrics improve such that EBIT margins exceed 15%, debt-to-EBITDA drops below 3x and funds from operations + interest-to-interest is sustained above 6x as it completes and operates its Sunseeker Resorts hotel in Charlotte Harbor, Florida. The principal methodology used in these ratings was Passenger Airline Industry published in April 2018. Allegiant Travel Company, headquartered in Las Vegas, Nevada, operates a low-cost passenger airline marketed to leisure travelers in small cities, selling air travel, hotel rooms, rental cars and other travel related services on a stand-alone or bundled basis. In addition, the company offers fixed-fee flying arrangements, and generates a small portion of revenues through third-party aircraft and engine leasing. Allegiant operates more than 450 routes across the US serving almost 15 million scheduled passengers annually, facing no competition on about 75% of its routes. The company generated revenues of approximately $1.84 billion in 2019. On Review for Downgrade: Issuer: Allegiant Travel Company Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD Senior Unsecured Shelf, Placed on Review for Downgrade, currently (P)B1 Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba3 (LGD4) Outlook Actions: Outlook, Changed To Rating Under Review From Stable ALLEN SUPPLY: Seeks to Extend Exclusivity Period to June 2 ---------------------------------------------------------- The Allen Supply Laundry Service, Inc. asked the U.S. Bankruptcy Court for the District of New Jersey to extend to June 2 the period during which only the company can file a Chapter 11 plan of reorganization. Allen Supply is in the final stages of negotiating a sale agreement with a company interested in pursuing its accounts. It expects a contract to be executed and a motion to sell to be filed prior to the hearing of its exclusivity motion, which is scheduled for March 31. Allen Supply expects to file a plan by June 2. About Allen Supply & Laundry Service Founded in 1920, The Allen Supply & Laundry Service, Inc. provides dry cleaning and laundry services. The Allen Supply & Laundry Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-10132) on Jan. 3, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge John K. Sherwood oversees the case. Wasserman, Jurista & Stolz, P.C., is the Debtor's legal counsel. ALLISON TRANSMISSION: Fitch Affirms LT IDR at 'BB', Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Ratings of Allison Transmission Holdings, Inc. and its Allison Transmission, Inc. subsidiary at 'BB'. Fitch has also affirmed ATI's secured revolving credit facility and secured Term Loan B ratings at 'BB+'/'RR1' and ATI's senior unsecured notes rating at 'BB'/'RR4'. The Rating Outlooks for ALSN and ATI are Stable. Fitch's ratings apply to a $600 million secured revolving credit facility, a $644 million secured Term Loan B and $1.9 billion in senior unsecured notes. KEY RATING DRIVERS Ratings Overview: ALSN's ratings reflect Fitch's expectation that earnings and FCF will remain strong over the intermediate term, even with an expected near-term decline in the company's top line in a declining macro environment. The company's credit metrics, which have been stronger than Fitch's positive rating sensitivities during the top of the most recent cycle, are likely to weaken somewhat in the near term on lower demand levels. However, a continued strong performance through the expected downturn could lead Fitch to take a positive rating action on the company over the intermediate term. Key Rating Concerns: Rating concerns include the heavy cyclicality of the global commercial vehicle and off-highway equipment markets, volatile raw material costs and the relative lack of global diversification in ALSN's current business mix. However, the company's on-highway business is largely tied to the Classes 6 through 8 vocational truck markets, which are generally less cyclical than the Class 8 linehaul tractor market. Nonetheless, a broad-based global downturn in commercial vehicle or off-road equipment demand would pressure ASLN's margins and FCF. Over the longer term, a shift toward increased electrification in commercial vehicles could pose a risk to ALSN's core automatic transmission business, although the company is one of the top producers of hybrid propulsion systems for buses, and it has increased its investment in electrification technologies over the past several years. Market Position: ALSN's market position remains very strong, and it continues to lead the global market for fully automatic transmissions for commercial vehicles, off-road machinery and military equipment. In 2019, 84% of the school buses and 76% of the Class 6 and 7 medium-duty commercial trucks manufactured in North America were delivered with the company's transmissions, along with 74% of the Class 8 straight trucks and 41% of the Class A motorhomes. ALSN's transmissions command a price premium, and Fitch expects the overall market for commercial vehicle automatic transmissions in North America to increase over time. Automatic transmissions are becoming an increasingly attractive option for fleet owners as the pool of available drivers with manual-shifting skills continues to shrink. Outside North America, ALSN's market position is significantly smaller, but growing, as the penetration of automatic transmissions for commercial vehicles remains relatively low. However, acceptance outside North America is growing. This has been especially true in certain emerging markets like China and India, where ALSN is well positioned for future growth opportunities, particularly for vehicles used in dense urban areas, where the durability of fully automatic transmissions can lead to maintenance savings. Over the longer term, Fitch expects automatic transmissions to gain in popularity among commercial vehicle end users outside North America for the same reasons that automatic transmissions are increasingly used in North America, namely ease-of-use, maintenance savings and fuel efficiency. Industry Competitive Dynamics: Competition in the commercial vehicle automated transmission sector has risen over the past several years, with competitor introductions of automated manual transmissions, as well as some manufacturers insourcing transmissions, both of which pose some risk to ALSN's strong market position over the intermediate term. However, AMTs so far appear to have had only a limited effect on ALSN's market share. At the same time, Fitch expects few manufacturers to insource their transmissions going forward, as most do not have an existing transmission that is suitable for commercial vehicle use, and there may be limited value for most manufacturers in developing such a transmission in-house. For example, although Ford Motor Company chose to insource automatic transmission production when it redesigned its medium-duty trucks several years ago, General Motors Company and Navistar International Corporation chose to use ALSN transmissions in the medium-duty trucks that they recently began producing under a cooperative agreement. Growth in Electrification: Over the longer term, the introduction of electric commercial vehicles, particularly for use in urban areas, could pose a risk to ALSN's traditional automatic transmission business. Most electric propulsion systems currently in use or under development for commercial vehicles do not use a traditional transmission, although certain manufacturers have mated ALSN transmissions with electric drivetrains to improve propulsion efficiency. To help counter this risk, ALSN made two FCF-funded acquisitions in 2019 to enhance its electric-vehicle capabilities. ALSN was already one of the largest manufacturers of hybrid propulsion systems for city buses, which provided it with exposure to commercial vehicle electrification technologies. However, to build on its capabilities, ALSN acquired AxleTech's electric vehicle systems division for $124 million and Vantage Power Limited for $9 million (and up to an additional $8 million if certain conditions are met). Both acquisitions closed in April 2019 and have expanded ALSN's capabilities and future product offerings for electric vehicle powertrains and connectivity. Strong Profitability and FCF: Fitch expects ALSN's profitability and FCF generation to remain strong over the long term, providing the company with significant financial flexibility. Despite Fitch's expectations for weaker intermediate-term demand conditions, Fitch expects ALSN to produce EBITDA margins in the mid- to high-30% range over the next several years, which is very strong for the capital goods sector, and roughly in-line with its actual EBITDA margin (as calculated by Fitch) of 39.5% in 2019. Fitch also expects ALSN to continue producing strong FCF over the intermediate term, with post-dividend FCF margins running in the 15%-20% range, which is very strong for a capital goods-related supplier. ALSN's capex needs have typically been low, with capital intensity (capex/revenue) running at about 3%-4%. However, capital intensity was 6.4% in 2019, and Fitch expects it will remain elevated in 2020 as the company completes its new engineering simulation and testing facility. Fitch estimates construction of this facility will drive capex closer to 7% of revenue in 2020, but capex is then likely to decline toward more normalized levels in subsequent years. Fitch expects ALSN will use most of its post-dividend FCF toward share repurchases or potential acquisitions, as well as some minor debt reduction as the company's Term Loan B amortizes. FCF after dividends in 2019 was $602 million, equal to a very strong 22.3% FCF margin. Debt and Leverage: Fitch expects ALSN's EBITDA leverage (debt/Fitch-calculated EBITDA) to run in the mid- to high-2x range over the intermediate term, while FFO-adjusted leverage will likely run in the high-2x to mid-3x range. Fitch expects leverage run at higher end of these ranges in 2020 as a result of the weaker near-term end-market conditions before strengthening in the following years on more stable to improved conditions. As of Dec. 31, 2019, ALSN's actual EBITDA leverage (as calculated by Fitch) was only 2.4x, while FFO-adjusted leverage was 2.6x. However, ALSN's actual leverage metrics at Dec. 31, 2019 were positively influenced by the company's strong peak-cycle financial performance, and Fitch expects metrics to moderate as the cycle turns and production volumes decline. DERIVATION SUMMARY ALSN is among the smaller public capital goods suppliers, with a more focused and less diversified product offering. Compared with suppliers such as Cummins, Inc., Dana Incorporated (BB+/Stable), or Meritor, Inc. (BB-/Positive), ALSN is smaller, with sales that are less geographically diversified, as over three quarters of ALSN's revenue is derived in North America. That said, its market share in many of the end-market segments where it competes is very high, with over 50% of the vehicles in certain segments fitted with ALSN's transmissions. Compared with other industrials in the mid-'BB' rating category, such as Delphi Technologies PLC (BB/Rating Watch Positive) or The Goodyear Tire and Rubber Company (BB/Stable), ALSN's EBITDA leverage is a little lower, and its EBIT and FCF margins are much stronger. Notably, its strong EBITDA margins are more than double those of many investment-grade capital goods or auto supply issuers, such as BorgWarner Inc. (BBB+/Stable) or Aptiv PLC (BBB/Stable), while its post-dividend FCF margins are about four to five times higher than many of those higher-rated issuers. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- The Base Case assumes that global end-market demand experiences cyclical weakness in 2020 before recovering modestly in the following years; -- EBITDA margins remain strong over the intermediate term but are lower than the peak level seen a couple years ago; -- Debt declines slightly through the forecast period as the company makes amortization payments on its term loan; -- Capex remains elevated in 2020 as the company completes a couple significant projects, then declines toward more normalized levels in the following years; -- Dividend spending is roughly flat through the forecast, essentially assuming that increases in the dividend rate are offset by a lower share count; -- The company maintains a strong cash position, with excess cash used for share repurchases or occasional acquisitions. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Maintaining Fitch-calculated mid-cycle debt/EBITDA below 3.0x; -- Maintaining mid-cycle FFO-adjusted leverage below 4.0x; -- An increase in the global diversification of its revenue base; -- Maintaining EBITDA and FCF margins at or above current levels; -- Continued positive FCF generation in a weakened demand environment. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A sustained significant decline in EBITDA margins or an extended period of negative FCF; -- A competitive entry into the market that results in a significant market share loss; -- Maintaining Fitch-calculated mid-cycle debt/EBITDA above 4.0x; -- Maintaining Fitch-calculated mid-cycle FFO adjusted leverage above 5.0x; -- A merger or acquisition that results in higher leverage or lower margins over an extended period. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects ALSN's liquidity to remain adequate over the intermediate term. At Dec. 31, 2019, the company had $192 million in cash and cash equivalents. In addition, the company had $595 million in availability on ATI's $600 million secured revolver, after accounting for $5 million in letters of credit backed by the facility. Based on its criteria, Fitch generally treats cash needed to cover seasonality in a company's business as not readily available for purposes of calculating net metrics. However, Fitch believes that ALSN's operating cash flow is sufficient to cover the company's primary cash needs, even in the weakest period of a typical year, so seasonality is not a significant factor. Therefore, Fitch has treated all of ALSN's cash as readily available. Debt Structure: ALSN's debt structure as of Dec. 31, 2019, consisted of ATI's secured term loan B, which had $644 million outstanding, and three series of senior unsecured notes issued by ATI: $1.0 billion in 5% notes due 2024, $400 million in 4.75% notes due 2027 and $500 million in 5.875% notes due 2029. The term loan is secured by substantially all of ALSN's assets, the assets of ALSN's U.S. subsidiaries and certain assets of ATI's direct and indirect domestic and foreign subsidiaries. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed within the company's public filings. 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. ALLSTATE CORP: Fitch Affirms BB+ Rating on Preferred Notes ---------------------------------------------------------- Fitch Ratings has revised the Rating Outlook for The Allstate Corporation and its core insurance subsidiaries to Stable from Positive. Encompass Home and Auto Insurance Company - Ins Fin Str A+; Affirmed Encompass Property and Casualty Company - Ins Fin Str A+; Affirmed Allstate Vehicle and Property Insurance Company - Ins Fin Str A+; Affirmed Allstate Life Insurance Company - Ins Fin Str A+; Affirmed Allstate Texas Lloyd's - Ins Fin Str A+; Affirmed Allstate Property And Casualty Insurance Company - Ins Fin Str A+; Affirmed Allstate Indemnity Company - Ins Fin Str A+; Affirmed Encompass Insurance Company of America - Ins Fin Str A+; Affirmed Allstate County Mutual Insurance Company - Ins Fin Str A+; Affirmed Allstate Insurance Company - Ins Fin Str A+; Affirmed The Allstate Corporation - LT IDR A-; Affirmed - ST IDR F2; Affirmed - Senior unsecured; LT BBB+; Affirmed - Subordinated; LT BBB-; Affirmed - Preferred; LT BB+; Affirmed - junior subordinated; LT BBB-; Affirmed - Preferred; LT BBB-; Affirmed - Senior unsecured; ST F2; Affirmed Allstate Life Insurance Company of New York - Ins Fin Str A+; Affirmed Encompass Independent Insurance Company - Ins Fin Str A+; Affirmed American Heritage Life Insurance Company - Ins Fin Str A+; Affirmed Encompass Insurance Company of Massachusetts - Ins Fin Str A+; Affirmed KEY RATING DRIVERS The Outlook revision to Stable is based on the significant uncertainty created by the global coronavirus pandemic, which has resulted in high levels of volatility in capital markets. This, in turn, has resulted in a sharp drop in interest rates, as well as significant variability in stock, bond and derivative prices. Life insurers, which include Allstate's core life insurance subsidiaries, are also exposed to spikes in mortality. The combination will likely create some pressure on earnings and variability in capital levels, the severity and duration of which is impossible to predict at this time. Fitch believes the totality of these conditions no longer support a Positive Outlook. The affirmation of the ratings and revision of the Outlook to Stable from Positive for Allstate's core insurance subsidiaries reflects Allstate's very favorable business profile with market leading underwriting expertise and significant operating scale, strong risk-based capital position and very strong financial performance with consistently favorable underwriting margins and operating returns, offset by its higher than peer average allocation to risky investment assets. RATING SENSITIVITIES Fitch is continuing to monitor the potential impact of the coronavirus on ratings, including development of appropriate base case ratings assumptions. Downward pressure could result if application of Fitch's base case ratings assumptions indicates a pro-forma financial profile that falls outside of the following sensitivities: -- A decline in underwriting profitability that is inconsistent with industry averages; -- Significant deterioration in capital strength as measured by Fitch's capital model, NAIC risk-based capital, and traditional capital measures; -- Significant increases in financial leverage ratio to greater than 30%; -- Deterioration in Allstate's risky asset measures; -- Liquid assets at the holding company of less than one year's interest expense, preferred and common dividends. Key rating sensitivities that could add downward pressure to ratings for American Heritage Life Insurance Company (AHLIC) include: -- Financial performance or capitalization deteriorates significantly; -- Fitch's view of its strategic importance weakens; A near-term return to a Positive Outlook would hinge on a fast resolution of the coronavirus situation, with minimal impact on the economy, which Fitch currently views as highly unlikely. Barring that, longer-term sensitivities that could result in an upgrade include: -- Maintaining underwriting profitability of the property/casualty operations at current levels; -- A score approaching 'Very Strong' on Fitch's Prism capital models; -- Consolidated risky asset ratio does not increase to higher levels. Given its relatively small size and scale, AHLIC is unlikely to be upgraded in the near to intermediate term, but the following could result in an upgrade over the longer term: -- Fitch's view of its strategic importance changes to 'Very Important' from 'Important' or if the agency's view of parent support merits a greater degree of uplift. ESG CONSIDERATIONS ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). ALTA MESA RESOURCES: KPMG LLP Raises Going Concern Doubt -------------------------------------------------------- Alta Mesa Resources, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $929,622,000 on $489,858,000 of total revenue for the year ended Dec. 31, 2019, compared to a net loss of $3,264,209,000 on $515,616,000 of total revenue for the year ended in 2018. The audit report of KPMG LLP states that the Company has suffered recurring losses from operations and its liquidity outlook, along with the risks and uncertainties related to its Chapter 11 voluntary petition, raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2019, showed total assets of $498,580,000, total liabilities of $1,205,805,000, and a total deficit of $707,225,000. A copy of the Form 10-K is available at: https://is.gd/Wrx36v Alta Mesa Resources, Inc., an independent exploration and production company, focuses on the acquisition, development, exploration, and exploitation of unconventional onshore oil and natural gas reserves in the United States. It operates in two segments, Upstream and Midstream. The Upstream segment owns proved and unproved oil and gas properties. The Midstream segment owns and operates gas gathering, processing and produced water disposal, and crude oil gathering and transportation assets. The company was formerly known as Silver Run Acquisition Corporation II and changed its name to Alta Mesa Resources, Inc. in February 2018. Alta Mesa Resources, Inc. was founded in 1987 and is based in Houston, Texas. AMERICAN AIRLINES: Moody's Puts Ba3 CFR on Review for Downgrade --------------------------------------------------------------- Moody's Investors Service placed its ratings for American Airlines Group Inc. and its subsidiaries, including the Ba3 Corporate Family Rating on review for downgrade. Additionally, the Speculative Grade Liquidity rating changed to SGL-2 from SGL-1. The rapid and widening spread of the coronavirus outbreak, the deteriorating global economic outlook, falling oil prices and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The passenger airline sector has been one of the sectors most significantly affected by the shock given its exposure to travel restrictions and sensitivity to consumer demand and sentiment. More specifically, American is left vulnerable to shifts in market sentiment in these unprecedented operating conditions, and the company remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The action reflects the impact on American of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. In its review for downgrade, Moody's considers that the coronavirus will significantly curtail US domestic and global demand for air travel through at least June. For now, Moody's assumes a measured pace of recovery in demand commencing in the third quarter. Moody's anticipates that the accelerating incidence of the coronavirus across the US will lead to further capacity reductions across the industry and, potentially, a temporary restriction on passenger air services, both domestically and to and from additional foreign countries. Moody's current assumption is that domestic industry capacity in the US is cut by 50% in the second quarter and by 25% in the third quarter versus the respective quarters in 2019. For the three US global carriers, Moody's assumes capacity on international routes will shrink by 90% or more in the second quarter and a slower recovery than for domestic traffic following the virus' decline. Moody's assumes American's full year capacity would reduce by about 35%. However, there are high risks of more challenging downside scenarios and the severity and duration of the pandemic and travel restrictions are uncertain. In its review, Moody's will consider (i) the evolution of the company's liquidity profile in upcoming days and weeks, including new funding sources to bolster its cash position; (ii) its ability to timely and, in what magnitude, aggressively reduce expenses and capital investments to reduce cash outflows as new booking levels recede; (iii) evolving market conditions, including demand patterns and additional capacity cuts; (iv) the potential for and types of support the US government might provide to the US airlines; and (v) the potential to timely restore key credit metrics following the coronavirus, which will require prioritization of debt reduction over share repurchases. LIQUIDITY American's liquidity is good. Moody's changed the company's speculative grade liquidity rating to SGL-2 from SGL-1 in its rating action, indicating good liquidity. The company disclosed $7.3 billion of liquidity on 10 March 2020, including its $3.2 billion of committed revolving credit facilities that do not require a representation of no material adverse change to borrow. Moody's anticipates that American will soon announce actions to bolster its cash position, potentially also including the full drawing of its revolvers. Moody's believes the company has upwards of $20 billion of unencumbered assets, when including slots, gates and routes not yet pledged and the value of its AAdvantage credit card / loyalty program. The next unsecured note maturity is $750 million in June 2022. Moody's estimates that about $1.5 billion of amortization remains on various aircraft financings in 2020. RATINGS RATIONALE American's Ba3 corporate family rating reflects its scale and competitive position as the world's second largest airline based on revenue, balanced by elevated financial leverage that reduced to 4.7x at the end of 2019. Leverage has been elevated because of a six-year fleet renewal program through 2019. Notwithstanding its size, American has sustained an inferior operating margin relative to the industry, which has limited its free cash flow. Inclusive of it committed revolvers, $7 billion of liquidity has been supportive of the Ba3 rating. The ratings could be downgraded if Moody's believes the impacts of the coronavirus will lead to a steeper and longer decline in passenger demand and weaker credit metrics. A shutdown of US domestic airspace could lead to a downgrade, as would aggregate liquidity falling below $5 billion. Additional downward ratings pressure would result from (i) a longer-running decline in passenger bookings beyond the second quarter of 2020, or a slower pace of recovery as a result of the coronavirus outbreak, particularly if not matched by further additional sources of liquidity; (ii) greater liquidity pressure from an inability to remove costs and cut capital spending; and/or (iii) if there are clear expectations that American will not be able to timely restore its financial profile once the virus recedes (for example, if debt-to-EBITDA is sustained above 5x or FFO plus interest-to-interest falls towards 3x). There will be no upwards pressure on the ratings until after passenger demand returns to pre-coronavirus levels, American maintains liquidity above $7 billion and key credit metrics improve, including EBITDA margins above 18%, debt-to-EBITDA approaching 3.5x and funds from operations plus interest-to-interest is above 5x. Changes in the EETC ratings can result from any combination of changes in the underlying credit quality or ratings of the company, Moody's opinion of the importance of the aircraft collateral to the operations, and/or its estimates of current and projected aircraft market values, which will affect estimates of loan-to-value. The methodologies used in these ratings were Passenger Airline Industry published in April 2018 and Enhanced Equipment Trust and Equipment Trust Certificates published in July 2018. American Airlines Group Inc. is the holding company for American Airlines, Inc. Together with regional partners, operating as American Eagle, the airlines operate an average of nearly 6,800 flights per day to more than 365 destinations in 61 countries. The company reported revenue of $45.8 billion for 2019. Downgrades: Issuer: American Airlines Group Inc. Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 On Review for Downgrade: Issuer: America West Airlines, Inc. Senior Secured Enhanced Equipment Trust Series 2001-1G, Placed on Review for Downgrade, currently Baa3 Underlying Senior Secured Enhanced Equipment Trust Series 2001-1G, Placed on Review for Downgrade, currently Baa3 Senior Secured Enhanced Equipment Trust Series 2000-1G, Placed on Review for Downgrade, currently Baa2 Issuer: American Airlines Group Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1 (LGD5) Issuer: American Airlines, Inc. Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba1 (LGD2) Senior Secured Enhanced Equipment Trust, Series 2001-1 Class A1, Placed on Review for Downgrade, currently Ba3 Senior Secured Enhanced Equipment Trust, Series 2011-1 Class A, Placed on Review for Downgrade, currently A3 Senior Secured Enhanced Equipment Trust, Series 2012-2(R) Class C, Placed on Review for Downgrade, currently Ba3 Senior Secured Enhanced Equipment Trust, Series 2015-2 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2015-2 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2015-2 Class B, Placed on Review for Downgrade, currently Baa3 Senior Secured Enhanced Equipment Trust, Series 2016-1 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2016-1 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2016-1 Class B, Placed on Review for Downgrade, currently Baa3 Senior Secured Enhanced Equipment Trust, Series 2016-2 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2016-2 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2016-2 Class B, Placed on Review for Downgrade, currently Baa3 Senior Secured Enhanced Equipment Trust, Series 2016-3 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2016-3 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2016-3 Class B, Placed on Review for Downgrade, currently Baa3 Senior Secured Enhanced Equipment Trust, Series 2017-1 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2017-1 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2017-1 Class B, Placed on Review for Downgrade, currently Baa3 Senior Secured Enhanced Equipment Trust, Series 2017-2 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2017-2 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2017-2 Class B, Placed on Review for Downgrade, currently Baa3 Senior Secured Enhanced Equipment Trust, Series 2019-1 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2019-1 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2019-1 Class B, Placed on Review for Downgrade, currently Baa3 Issuer: US Airways, Inc. Senior Secured Enhanced Equipment Trust, Series 1999-1 Class A, Placed on Review for Downgrade, currently Baa1 Underlying Senior Secured Enhanced Equipment Trust, Series 1999-1 Class A, Placed on Review for Downgrade, currently Baa1 Senior Secured Enhanced Equipment Trust, Series 1999-1 Class B, Placed on Review for Downgrade, currently Ba1 Senior Secured Enhanced Equipment Trust, Series 2000-2G, Placed on Review for Downgrade, currently Baa1 Underlying Senior Secured Enhanced Equipment Trust, Series 2000-2G, Placed on Review for Downgrade, currently Baa1 Senior Secured Enhanced Equipment Trust, Series 2000-3G, Placed on Review for Downgrade, currently Baa1 Underlying Senior Secured Enhanced Equipment Trust, Series 2000-3G, Placed on Review for Downgrade, currently Baa1 Senior Secured Enhanced Equipment Trust, Series 2000-3 Class C, Placed on Review for Downgrade, currently Ba3 Senior Secured Enhanced Equipment Trust, Series 2001-1G, Placed on Review for Downgrade, currently Baa1 Underlying Senior Secured Enhanced Equipment Trust, Series 2001-1G, Placed on Review for Downgrade, currently Baa1 Senior Secured Enhanced Equipment Trust, Series 2001 Class C, Placed on Review for Downgrade, currently Ba3 Senior Secured Enhanced Equipment Trust, Tranche 2010-1 Class A, Placed on Review for Downgrade, currently A3 Senior Secured Enhanced Equipment Trust, Series 2011 Class A, Placed on Review for Downgrade, currently A3 Senior Secured Enhanced Equipment Trust, Series 2012-1 Class A, Placed on Review for Downgrade, currently A3 Senior Secured Enhanced Equipment Trust, Series 2012-2 Class A, Placed on Review for Downgrade, currently A3 Senior Secured Enhanced Equipment Trust, Series 2012-2 Class B, Placed on Review for Downgrade, currently Ba1 Senior Secured Enhanced Equipment Trust, Series 2013-1 Class A, Placed on Review for Downgrade, currently A3 Senior Secured Enhanced Equipment Trust, Series 2013-1 Class B, Placed on Review for Downgrade, currently Ba1 Issuer: Pennsylvania Economic Dev. Fin. Auth. Senior Unsecured Revenue Bonds, Placed on Review for Downgrade, currently B1 (LGD5) Issuer: Phoenix Industrial Development Authority, AZ Senior Unsecured Revenue Bonds, Placed on Review for Downgrade, currently B1(LGD5) Outlook Actions: Issuer: America West Airlines, Inc. Outlook, Changed To Rating Under Review From Stable Issuer: American Airlines Group Inc. Outlook, Changed To Rating Under Review From Stable Issuer: American Airlines, Inc. Outlook, Changed To Rating Under Review From Stable AMERICAN AXLE: Egan-Jones Lowers Senior Unsecured Ratings to B -------------------------------------------------------------- Egan-Jones Ratings Company, on March 9, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by American Axle & Manufacturing, Incorporated to B from B+. EJR also upgraded the rating on commercial paper issued by the Company to B from A3. American Axle & Manufacturing, Inc., headquartered in Detroit, Michigan, is a manufacturer of automobile driveline and drive train components and systems. AMERITUBE LLC: Seeks More Time to Formulate Chapter 11 Plan ----------------------------------------------------------- Ameritube LLC asked the U.S. Bankruptcy Court for the Western District of Texas to extend Its exclusivity periods to file and solicit a plan of reorganization by one hundred twenty days through July 14 and Sept. 12, respectively. The requested extension, if granted, will foster a more streamlined plan process. Streamlining the plan process benefits all of the Debtor's constituents as it promotes the cost-efficient administration of the estate. The Debtor said that the timing of its bankruptcy filing coincided with its slowest time of the year, which could mean that any plan proposed would not contain adequate financial information to support a reorganization. Thus, the Debtor needed more time that will allow the seasonal improvement in its financials to be reflected in its cash flow and monthly operating reports, and will support the likelihood of a reorganization. About Ameritube LLC Ameritube, LLC is a manufacturer of alloys used in a variety of processes in the oil and gas, HVAC, heat transfer, power, chemical, marine and defense industries. It is also a distributor of carbon and stainless steel, seamless tubing, marine pipe, couplings, fittings, and flanges used in the marine industry. Ameritube sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-60863) on Nov. 17, 2019. In the petition signed by Khariton G. Ravitsky, president, the Debtor was estimated to have assets and liabilities ranging from $1 million to $10 million. Judge Ronald B. King oversees the case. The Debtor is represented by Sarah M. Cox, Esq. at Spector & Cox, PLLC. The Office of the U.S. Trustee on Jan. 27, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in Debtor's case. AMPLE HILLS: Ice Cream Chain in Chapter 11 to Look for Buyer ------------------------------------------------------------ Ample Hills, the Brooklyn-born chain of ice cream parlors, has filed for Chapter 11 bankruptcy, saying that absent a going concern buyer, it could end up liquidating its business. Ample Hills currently operates 10 retail stores and kiosks, which are primarily located in the metropolitan New York area. There is also one store at Disney's Boardwalk in Orlando (which is owned and operated by Disney). All of Ample Hills' ice cream is produced at its own 15,000 square foot state-of-the art factory located in the Red Hook section of Brooklyn, which can produce 500,000 gallons per year. In 2019, the Factory produced 200,000 gallons. Although the majority of Ample Hills' revenue comes from its retail stores and kiosks, it also operates a retail mail order business through its website, http://www.amplehills.com/, a wholesale business that primarily sells to grocery stores (including Whole Foods in the North East) and specialty retailers, as well as a catering and special events business. Brick and mortar shops represent approximately 90% of all sales, while Wholesale represents about 7% of sales, and e-commerce represents the remaining 3% of sales. The company hasn't announced plans to permanently close any locations yet. "This is a strategic decision that allows us to course correct and continue doing what we love most: creating a delicious product from scratch, in our beloved Brooklyn home," the company said in a statement to Real Deal. In the 10 years since Brian Smith and Jackie Cuscuna founded the company, from a push cart at Celebrate Brooklyn in Prospect Park. A year later, in May 2011, it opened its first scoop shop on Vanderbilt Avenue in Prospect Heights, but was forced to temporarily shut down after four days as its ice cream were sold out. Ample Hills grew to 16 locations: 13 in New York City, 1 in Jersey City, and 2 in Florida by 2019. Brooklyn Factory Phillip Brian David Smith, the CEO, explains that Ample Hills experienced numerous setbacks with the opening of its state-of-the art factory located in the Red Hook section of Brooklyn, which included legal issues with the construction, cost overruns on the machinery and equipment, problems with the cement flooring, and a slower than expected ramp-up in production. Ample Hills estimated that it would take one year to build out the Factory. In all, it took a full year and a half longer than estimated before the Factory was operational. Ample Hills' total investment in the Factory was roughly $6.7 million, which was $2.7 million higher than its original budget. Also contributing to the challenges, Ample Hills underestimated the volume that the Factory needed to produce in order for the company to experience the economies of scale, and cost-savings that were necessary to justify the Factory's existence. In the 52 weeks ending Dec. 31, 2019, Ample Hills reported approximately $10.8 million in sales and gross profit of $7.5 million. At the store level, Ample Hills' shops generated positive cash flow. On average the shops generated 15% EBITDA in 2019. Ample Hills, however, lost approximately $6.9 million during the same period as a result of depreciation, amortization, interest expense, payroll and other operating costs associated with supporting the Factory. As a result of the continuing losses stemming from the Factory, Ample Hills recognized a looming liquidity crisis in June 2019. During the second half of 2019, Ample Hills contacted dozens of investors, including current shareholders, as well as many new potential investors. Ample Hills diligently shopped the business through the fall of 2019. In addition, Ample Hills spent months in talks with the company's largest investor, a real estate group (and the landlord at the Factory) that previously invested $4 million. In the end, though, due to the debt and the overhead of the Factory, Ample Hills failed to secure additional funding. Faced with continuing losses and decreasing liquidity, Ample Hills determined to seek relief under the Bankruptcy Code for the purpose of finding a buyer for its business and maximizing the value of its assets. No Stalking Horse Bidder Prior to the Commencement Date, Ample Hills engaged in negotiations with multiple parties interested in purchasing Ample Hills' business assets. Despite extensive efforts to enter into a stalking horse asset purchase agreement, Ample Hills has been unable to secure a stalking horse bidder. As a result, Ample Hills has commenced the Chapter 11 cases to move expeditiously towards approval of expedited bid procedures, to implement an auction and an eventual sale of its assets pursuant to Section 363 of the Bankruptcy Code. The Sale Strategy is the foundation of the Chapter 11 cases and is critical to selling the majority of Ample Hills' stores, maximizing recoveries for all creditors, and preserving as many jobs as possible. Ample Hills' business is not sustainable over the long term under its current cost structure and sales volume. No bidder has been willing to assume Ample Hills' liabilities -- in particular, its substantial lease and debt obligations -- in connection with a purchase of Ample Hills' stores. Given these considerations, Ample Hills has concluded, in the exercise of its business judgment and as fiduciaries for its stakeholders, that the only viable path to maximize the value of its business and to preserve as many jobs as possible is a chapter 11 filing to facilitate a sale of the business. Given the extensive prepetition marketing and sales process, and the fact that all interested parties who conducted extensive due diligence are being invited back into the process, it is Ample Hills' judgment that a successful sale could be achieved without further delay within the milestones. Alternatively, Ample Hills could be left with no choice but to liquidate its business in a piecemeal fashion. Pursuant to the bidding procedures motion filed in Bankruptcy Court, Ample Hills seeks approval of uniform bidding and auction procedures for all of its remaining stores, the Factory, and related assets. Under the Bidding Procedures, interested parties will have the opportunity to bid for any of Ample Hills' Stores, either individually or on a package basis. About Ample Hills Ample Hills -- https://www.amplehills.com -- is a Brooklyn-based producer, distributor, and retailer of ice cream and related merchandise. It currently operates 10 retail stores and kiosks, which are primarily located in the metropolitan New York area, and a factory in the Red Hook neighborhood of Brooklyn. On March 15, 2020, Ample Hills Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 20-41559). In the petition signed by Phillip Brian David Smith, CEO, Ample Hills Holdings was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Nancy Hershey Lord is the case judge. The Debtors tapped HERRICK FEINSTEIN LLP as counsel; and SSG CAPITAL ADVISORS, LLC as investment banker. BANKRUPTCY MANAGEMENT SOLUTIONS, INC., doing business as STRETTO, is the claims agent. API AMERICAS: Final Cash Collateral Hearing Scheduled for March 25 ------------------------------------------------------------------ Judge Christopher S Sontchi of the U.S. Bankruptcy Court for the District of Delaware has issued a Second Interim Order authorizing API Americas Inc., and API (USA) Holdings Limited to use cash collateral as set forth in the cash flow forecast. The final hearing on the cash collateral motion is scheduled for March 25, 2020 at 2:00 p.m. Pursuant to the Second Interim Order, the Debtors grant PNC Bank, National Association, as the administrative agent, for itself and the pre-petition secured lenders: (a) an additional and replacement valid, binding, enforceable, non-violable and automatically perfected (nunc pro tunc to the Petition Date) post-petition security interest in and lien on the Debtors' post-petition assets to the extent of any diminution in the value of the interest in the pre-petition collateral, (b) an allowed super priority administrative expense claim, (c) pursuant to the budget and to the extent not otherwise paid under the fifth amendment to the credit agreement, payment in full in cash and in immediately available funds, all interest, fees and other amounts with respect to the API Americas direct obligation as and when said payments would have come due under the credit agreement had the Chapter 11 cases not been commenced, and (d) payment in cash of all reasonable professional fees, expenses and disbursements incurred by the administrative agent under the pre-petition loan documents arising pre-petition. About API Americas Inc. and API (USA) Holdings Limited API Americas Inc. -- http://www.apigroup.com/-- is a manufacturer of foils, laminates, and holographic materials. Among other customers, API Americas provides packaging to companies in the premium drinks, confectionery, tobacco, perfume, personal care, cosmetics, and healthcare sectors. API Americas was originally founded as Dry Print in New Jersey. Re-branded in 1998, API Americas is currently headquartered in Lawrence, Kansas inside a 56,000 square foot facility with manufacturing capabilities. API Americas Inc., and holding company API (USA) Holdings Limited, filed Chapter 11 petitions (Bankr. N.D. Del. Lead Case No. 20-10239) on February 2, 2020. The petitions were signed by Douglas Woodworth, director. As of Dec. 31, 2019, API Americas Inc., has $37.3 million in total assets, $5.8 million in current liabilities and $47.3 million in long-term liabilities. API (USA) Holdings Limited holds $51.6 million in total assets and $2.9 million in total liabilities. Saul Ewing Arnstein & Lehr LLP and Eversheds Sutherland (US) LLP represent the Debtors as general bankruptcy counsel. Ernst & Young LLP is the Debtors' financial advisor. Bankruptcy Management Solutions, Inc., d/b/a Stretto serves as the Debtors' claims and noticing agent. ARETEC GROUP: Moody's Alters Outlook on B3 CFR to Negative ---------------------------------------------------------- Moody's Investors Service affirmed Aretec Group, Inc.'s, B3 Corporate Family Rating, its B2 first lien senior secured term loan and revolving credit facility ratings and its Caa2 second lien senior secured term loan rating. Concurrently, Moody's changed Aretec's outlook to negative from stable. Moody's said Aretec is Cetera Financial Group's holding company. Moody's has taken the following rating actions on Aretec Group, Inc.: - Corporate Family Rating, Affirmed at B3 - $100 million first lien senior secured revolving credit facility, Affirmed at B2 - $930 million first lien senior secured term loan, Affirmed at B2 - $190 million second lien senior secured term loan, Affirmed at Caa2 Outlook, Changed to negative from stable RATINGS RATIONALE Moody's said Aretec's B3 CFR reflects its weak profitability and debt servicing capacity, with elevated levels of debt. Moody's said Aretec's stabilizing financial advisor base and growth strategy focused on advisor recruiting help support its CFR. Moody's said the Federal Reserve Board cut to the fed funds rate to its new range of 0%-0.25% will have a negative effect on Aretec's asset-based fees where it earns fee income on its clients' uninvested cash balances. Although Aretec's revenue has benefited from macroeconomic tailwinds between 2017 and 2019, including higher interest rates and strengthening levels of client assets, Aretec has also engaged in debt-funded acquisitions, delaying its organic deleveraging during this favorable period. Therefore, Moody's expects the recent market volatility, combined with lower short-term interest rates, to halt and reverse Aretec's path of organic deleveraging demonstrated last year, a credit negative. Moody's said Aretec's negative outlook reflects a challenging macroeconomic environment which will weigh on the firm's revenue in the form of lower asset-based and advisory fees. The negative outlook also reflects the elevated debt level and the increasing probability of deterioration in debt servicing capacity now that interest rates and market levels have declined. Since October 2018, Aretec has operated under the ownership of Genstar Capital, said Moody's. Governance is highly relevant for Aretec, as it is to all players in the financial services industry. In its assessment of Aretec's corporate governance, Moody's considers the firm's majority ownership by a financial sponsor, with a minority position held by certain members of the management team. Aretec's governance structure and financial policy is representative of a financial sponsor portfolio company, with potential for periodic increases in leverage and shareholder distributions over time. This credit challenge is reflected in Aretec's financial profile. Factors that could lead to an upgrade: - Given the negative outlook, an upgrade of Aretec's ratings is unlikely in the near future. Factors that could lead to a stable outlook include: - Significant improvement in debt leverage to below 6.5x - Significant expansion of existing revenue streams, or development of new ones, resulting in increased revenue diversification and less reliance on the macroeconomic environment - Strong advisor recruitment, and advisor retention rates, leading to growth in client assets and improving profitability Factors that could lead to a downgrade: - Moody's said that the ratings could be downgraded should it become clear that leverage levels will increase above 7.5x on a sustainable basis - Deterioration in revenue, not offset by expense management, resulting in an EBITDA/interest expense below 1.0x - Increase in leverage to help fund additional acquisitions or advisor recruiting loans - Significant decline in number of financial advisors or a deterioration in retention levels The principal methodology used in these ratings was Securities Industry Service Providers Methodology published in November 2019. ARIZONA CALL-A-TEEN: Court Grants Access to JPMorgan Chase Cash --------------------------------------------------------------- Judge Madeleine C. Wanslee authorized Arizona Call-A-Teen Youth Resources, Inc., to use the cash collateral of JPMorgan Chase Bank, N.A., to pay the Debtor's ordinary and necessary post-petition expenses, pursuant to a budget. The Court ruled that: (a) the Debtor will remit monthly adequate protection payments under each of the three loans, as follows: (i) $2,767.84 on the 6th Avenue CRE Term Loan; (ii) $3,846.30 per month on the 5th Avenue CRE Term Loan; and (iii) variable "interest-only" monthly payment (within the $1,000 range) on the line of credit, which amount the lender must calculate and communicate to the Debtor. (b) the Debtor bring current and cure any unpaid adequate protection payments due after the Petition Date and through January 31, 2020 the amount of $816.56, which amount (to be applied toward the Line of Credit Loan No. 8047) the Debtor will deliver to counsel for the lender on or before January 31, 2020; The Debtor will remit to the lender said adequate protection payments beginning February 15, 2020, and on the 15th calendar day of each subsequent month until the confirmation of the Debtor's Chapter 11 plan of reorganization or the conversion of the Debtor's case to one under Chapter 7, or its dismissal. The Court further ruled that the lender is granted valid and perfected security interests and liens in all of the Debtor's personal property. The lender will have a super-priority administrative expense claim under Section 507(b) of the Bankruptcy Code to the extent the lender replacement liens granted under the second interim cash collateral order do not provide the lender with adequate protection of its interest in the cash collateral. As of the Petition Date, the Debtor owes the lender a total of $544,606.54 in unpaid principal and interest under two term loans and a line of credit. The Debtor has access to cash collateral until the earliest to occur of: * the end of business on the date of the final hearing, or any later date agreed upon in writing with the lender; * the date on which the Debtor no longer is debtor-in-possession in the bankruptcy case or is otherwise limited or excluded from the management and operation of its business (through the appointment of a trustee or an examiner under the Bankruptcy Code, or through the appointment of some other type of fiduciary or custodian under federal or state law); * immediately after lender serves upon the Debtor a notice of termination; * the granting of stay relief to any party that claims an interest in the lender collateral or in the lender replacement collateral; * the filing by the Debtor or any other party-in-interest of any motion which seeks to grant to a party other than the lender a lien or security interest equal or senior to the liens and security interests held by lender in the lender collateral and the lender replacement collateral; * the Debtor ceasing to operate its business, without the prior written consent of lender; * the Debtor's failure to comply with any of the terms of the current interim order; or * July 31, 2020, at 5:00 p.m. A copy of the stipulated second interim order is available for free at https://is.gd/TFIpS2 from PacerMonitor.com. About Arizona Call-A-Teen Arizona Call-A-Teen Youth Resources, Inc. (ACYR) -- https://acyraz.org/ -- is a tax-exempt, nonprofit organization that offers services primarily for young people who have either dropped out or are at risk of leaving high school prior to graduation. It provides academic, vocational and employment programs to help individuals discover their potential. Arizona Call-A-Teen Youth Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-14311) on Nov. 11, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $500,000 and $1 million. Judge Madeleine C. Wanslee oversees the case. The Debtor tapped Keery McCue, PLLC as its legal counsel. ARMOR HOLDCO: Moody's Alters Outlook on B3 CFR to Negative ---------------------------------------------------------- Moody's Investors Service affirmed Armor Holdco, Inc.'s B3 corporate family rating and affirmed Armor Holding II LLC's B1 $405 million senior secured first lien term loan due June 2022 and $20 million senior secured first lien revolving credit facility, and affirmed its Caa2 $215 million senior secured second lien term loan due July 2023. Moody's also changed Armor's rating outlook to Negative from stable. Moody's has taken the following rating actions: Issuer: Armor Holding II LLC $405 million Senior Secured First Lien Term Loan, Affirmed at B1 $20 million Senior Secured First Lien Revolving Credit Facility, Affirmed at B1 $215 million Senior Secured Second Lien Term Loan, Affirmed at Caa2 Outlook, Changed to Negative from Stable Issuer: Armor Holdco, Inc. Corporate Family Rating, Affirmed at B3 Outlook, Changed to Negative from Stable RATINGS RATIONALE Moody's said its affirmation of Armor's B3 corporate family rating considers its leading market position in the North American securities transfer and processing industry. Moody's said Armor is currently focusing on expense management and operational efficiency as well as expanding its products and services to generate new income streams. Nonetheless, high leverage continues to be a drag on profitability with high interest expense resulting in pre-tax losses. Moody's said Armor's B3 CFR reflects its elevated debt and interest expense levels. Moody's said the Federal Reserve Board cut to the fed funds rate to its new range of 0%-0.25% will have a negative effect on Armor's profitability and leverage. Accordingly, Armor's negative outlook reflects Moody's estimates of lower revenue in the next twelve to eighteen months as a result of lower interest rates and interest income earned on Armor's fiduciary balances. Moody's expects a slight offset to the decline in interest income in the form of lower debt servicing costs due to the lower rates environment, however, the negative revenue implications would outweigh these benefits. Despite strong EBITDA margins compared to B3-rated peers, lower interest income coupled with Armor's elevated debt balance will weigh on the firm's profitability and credit profile. Moody's said it would consider Armor's recent focus on expense management during its outlook period and assess any offsetting factors to the revenue pressure. Moody's said the B1 ratings on Armor's senior secured first lien term loan and first lien revolving credit facility are based on the first lien facilities' priority ranking and the application of Moody's Loss Given Default methodology and model. The Caa2 rating on Armor's senior secured second lien term loan reflects the weaker claim for this debt class. Governance is highly relevant for Armor, as it is to all players in the financial services industry. In its assessment of Armor's corporate governance, Moody's considers the firm's majority ownership by a financial sponsor. Armor's governance structure and financial policy is representative of a financial sponsor portfolio company operating at elevated levels of debt. Factors that could lead to an upgrade - Given the negative outlook, an upgrade of Armor's ratings is unlikely in the near future. Factors that could lead to a stable outlook include: - Improvement in expense control leading to the generation of pre-tax earnings and operating leverage - Improvement in Moody's-adjusted debt/EBITDA to a level below 7.0x Factors that could lead to a downgrade - Moody's said that the ratings could be downgraded should it become clear that leverage levels will remain above 7.5x prior to the conclusion of the outlook period - Deterioration in revenue, not offset by expense management, resulting in EBITDA/interest expense below 1.0x - Delay in the realization of meaningful cost reduction and extraction of benefits from recent growth initiatives The principal methodology used in these ratings was Securities Industry Service Providers Methodology published in November 2019. ART OF DECORATION: Selling Englewood Commercial Property for $525K ------------------------------------------------------------------ Art of Decoration, Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a notice of its proposed sale of the commercial property located at and know as 46 Bergen Street, Englewood, New Jersey to Livinglyush, LLC for $525,000. The Debtor is a corporation located at the Property. The Action stems from a temporary decline of the Debtor's business during a period of time when the principal of the Debtor and the lead designer of the business, Leonid Levitsky, attended school to become a licensed Psychiatrist. The debts accumulated on some credit cards. During this time, the interest only period on the mortgage and line of equity held by PNC, against the premises where the Debtor is located, ended and the payments increased and became unmanageable. Upon default on said payments, both loans were accelerated. Leonid Levitsky, as a principal of the Debtor and an individual Debtor in the related case, intends to sell the building, which the Debtor currently occupies, in order to pay all secured claims in the present case in full and to resolve the joint and several liabilities under the mortgage on the said Property. In February 2020, the Debtor and Leonid Levitsky received an offer from the Buyer with the purchase price $525,000. The parties have entered into Contract for the sale of the Property. The Debtor, along with the counsel, has determined that the proposed purchase price constitutes fair market value based on the size and condition of the property. Subject to the Court's approval, the Debtor seeks approval to sell the Commercial Property to the Buyer on the following terms and conditions: a) Seller: Leonid Levitsky b) Buyer: Livinglyush LLC c) Purchase Price: $525,000 d) Initial Deposit: $26,250 6) Balance: $498,750 f) Purchased Property: 46 Bergen Street, Englewood, NJ, 07631 g) Closing Date: The closing date will take place at a time and place mutually agreeable to the Seller and the Buyer. The Debtor is not related to the Buyer. At this time, the Debtor asks the Court's approval of the sale of the Debtor's Real Property free and clear of all liens, claims and encumbrances to the Buyer. All of the sale proceeds will be received by the Debtor, with all liens, claims and encumbrances to attach to the proceeds. The Debtor asks that the Court, in its discretion, waives the 14-day stay imposed by Rule 6004(h). A hearing on the Motion is set for March 10, 2020 at 11:00 a.m. Objections, if any, must be filed no later than seven days before the hearing date. A copy of the Contract is available at https://tinyurl.com/v9hcl4w from PacerMonitor.com free of charge. Art of Decoration, Inc., filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 18-21351) on June 4, 2018, and is represented by Alla Kachan, Esq. ASHORI INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Ashori Investments LLC a/w Eftekhari Investment Corp. 342 Irwindale Avenue Azusa, CA 91702 Business Description: Ashori Investments LLC owns in fee simple a business property located at 352-354 South Irwindale Avenue, Azusa, California having a comparable sale value of $1.69 million. Chapter 11 Petition Date: March 18, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-13030 Debtor's Counsel: William Brownstein, Esq. WILLIAM H. BROWNSTEIN & ASSOCIATES, P.C. 11740 Wilshire Boulevard Suite A2301 Los Angeles, CA 90025 Tel: 310-458-0048 E-mail: brownsteinlaw.bill@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Amir Mehdi Eftekhari, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/8mRU0e BAYSIDE WASTE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Bayside Waste Services, LLC 6820 W. Linebaugh Ave., #105 Tampa, FL 33625 Business Description: Bayside Waste Services, LLC is a provider of environmental services. Chapter 11 Petition Date: March 18, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-02359 Debtor's Counsel: Scott A. Stichter, Esq. STITCHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison St., Suite 200 Tampa, FL 33602 Tel: 813-229-0144 Email: sstichter@srbp.com Total Assets as of February 29, 2020: $769,198 Total Liabilities as of February 29, 2020: $1,376,899 The petition was signed by Paul J. Simon, manager. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/vlEeQA BEAZER HOMES: Egan-Jones Lowers Senior Unsecured Ratings to CCC --------------------------------------------------------------- Egan-Jones Ratings Company, on March 13, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Beazer Homes USA Incorporated to CCC from CCC+. Beazer Homes USA, Incorporated is a home construction company based in Atlanta, Georgia. In 2016, the company was the 11th largest homebuilder in the United States based on the number of homes closed. The company operates in 13 states. As of December 31, 2016, the company had 161 active communities. BELDEN INC: Egan-Jones Lowers Sr. Unsec. Ratings to BB- ------------------------------------------------------- Egan-Jones Ratings Company, on March 10, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Belden Incorporated to BB- from BB. Belden Incorporated is an American manufacturer of networking, connectivity, and cable products. The company designs manufacture and markets signal transmission products for demanding applications. BENCH IP: Lender to Auction Assets on March 30 ---------------------------------------------- Bench IP Holdings LLC ("Lender") will conduct, through its agent, Hilco Streambank, to sell all of the rights and interests of Bench IP Acquisition LP et al. in and to equity interests in (i) FAB IP Co LP consisting of a 99.99% limited partnership interests; and (ii) FAB IP Co GP LLC consisting of a 100% limited liability company interest, and all rights relating there to as more full set forth in loan, guaranty and security agreement dated Oct. 18, 2018, among the Debtors and lender IP Co GP in turn owns the remaining 0.01% equity interests in IP Co LP such that the sale will include. The auction for qualified bidder will convene on March 30, 2020, at 2:00 p.m. (Eastern Time) at the law offices of Goulston & Storrs PC, 885 Third Avenue, 18th Floor, New York, New York 10022. Potential bidders interested in obtaining information regarding the property, participation requirements, bid forms and the terms of the sale may contact: Richelle Kalnit Hilco Streambank 1500 Broadway, Suite 810 New York, NY 10036 Tel: +1 212-993-7214 E-mail: rkalnit@hilcoglobal.com BINGSTON G. CROSBY: Proposes Sale of Louisville Property -------------------------------------------------------- Bingston G. Crosby and Dorothy R. Crosby, and their secured creditor, Eastern Savings Bank, fsb, filed with the U.S. Bankruptcy Court for the Western District of Kentucky a notice of their agreement pertaining to the sale of the real property located at and contiguous to 9300 Old Bardstown Road, Louisville, Kentucky, in reference to ESB's pending Motion for Relief from the Automatic Stay. ESB has previously filed its Motion for Relief from the Automatic Stay, in reference to a promissory installment note dated Sept. 14, 2007, in the original amount of $1,075,500, secured by a first mortgage dated that same date, recorded in Mortgage Book 10882, Page 278 in the Jefferson County Clerk's Office, encumbering the Property. The Debtors have obtained an appraisal of the Property and also of the adjoining property, which is not encumbered by ESB's mortgage, located at 9206 Old Bardstown Road, and desire to sell the Property and Adjoining Property. The Debtors' appraisal valued the Property at $1,327,000 for purposes of residential development use, which is less than the balance due to ESB on its mortgage loan. Nevertheless, the Debtors believe the Property can be sold for enough to pay ESB's mortgage loan through the closing. The Debtors have made a proposal to ESB for marketing of the Property through a realtor for nine months and, if the Property be not sold within that time frame, that the Property be auctioned. ESB has made a counterproposal which the Debtors have accepted, and which the parties desire to incorporate into their Agreed Order. Wherefore, the parties agree, and ask the Court to authorize, that the Debtors will have through April 30, 2020, to market the Property through a realtor, obtain a fully executed contract of sale for the Property, and close the sale of the Property. During the First Marketing Period, the Property will not be marketed for auction sale. If the closing of sale of the Property has not been completed by April 30, 2020 (the end ofthe First Marketing Period), then ESB may avail itself of the relief set forth ("Relief from the Automatic Stay") by filing a Notice advising of termination of the Automatic Stay. However, if the Debtors remit to ESB the sum of $7,500 by April 30, 2020, then ESB will not be permitted to avail itself of the Relief on the basis of said failure to timely close, and the Debtors will then have through July 31, 2020 ("Second Marketing Period"), to market the Property through a realtor, obtain a fully executed contract of sale for the Property, and close the sale of the Property. During the Second Marketing Period, the Debtors may market the Property for sale through an auction. If the closing of sale of the Property has not been completed by July 31, 2020 (the end of the Second Marketing Period), then ESB may avail itself of the relief from the Automatic Stay by filing a Notice advising of termination of the Automatic Stay. However, if by July 31, 2020, the Debtors have a fully executed, legally binding contract of sale of the Property to a buyer with approved credit sufficient to pay the contract purchase price, and if the Debtors remit to ESB the additional sum of $5,000 by July 31, 2020, then ESB will not be permitted to avail itself of the Relief on the basis of said failure to timely close, and the Debtors will then have through Sept. 30, 2020 ("Final Closing Period"), to close the sale of the Property. If the closing of sale of the Property has not been completed by Sept. 30, 2020 (the end of the Final Closing Period), then ESB may avail itself of the Relief from the Automatic Stay by filing a Notice advising of termination of the Automatic Stay. The payments of $7,500 and $5,000 referenced (associated with the Debtors being afforded the Second Marketing Period and Final Closing Period), must be received in full by ESB or its counsel, by 4:00 p.m. on the respective specified date, in order for said payments to deemed timely made. Neither of said payments, if made, will be applied to reduce the debt ofESB’s mortgage loan with the Debtors, and each will be treated as separate consideration for ESB's granting of the additional extension of time afforded, respectively, through the Second Marketing Period and the Final Closing Period. The Debtors must obtain ESB's (i) pre-approval of any realtor desired by the Debtors to market the Property, or of any auctioneer desired by the Debtors to auction the Property; (ii) pre-approval of any listing contract desired to be entered into by the Debtors with a realtor, or of any auction contract desired to be entered into by the Debtors with an auctioneer; and(iii) pre-approval of any contract of sale with a buyer prior to entering into said contract. ESB's mortgage loan will be paid in full directly from closing by direct disbursement from the closing agent at the time of closing. The proceeds of sale to pay ESB's mortgage loan will not be paid to the Debtors, the Court, the Clerk of the Court, or any other party other than such as ESB may designate, to hold in escrow or otherwise, pending any further contingency or development. Until disbursement has been made by the closing agent of funds sufficient to pay ESB's loan in full, and a deed to the Property delivered to the buyer and all other contingencies performed such that there may be no claim for return ofthe sums disbursed to ESB, closing may not be deemed to have been completed within the meaning of the Agreed Order. On ESB's filing of a Notice advising of termination of the Automatic Stay, the Automatic Stay will be terminated in all respects; the Agreed Order providing for relief from the Automatic Stay will be final and and appealable; and the stay provided by Bankruptcy Rule 4001 (a)(3) will not apply. Counsel for Debtors: Wm. Stephen Reisz, Esq. TILFORD DOBBINS & SCHMIDT, PLLC 401 W. Main St., Ste 1400 Louisville, KY 40202 Telephone: (502) 584-1000 E-mail: sreisz@tilfordlaw.com Counsel for ESB: Thomas D. Murphy, II, Esq. ACKERSON & YANN, PLLC 734 West Main Street, Suite 200 Louisville, KY 40202 Telephone: (502) 583-7400 E-mail: tmurphy@ackersonlegal.com The case is In re Bingston G. Crosby and Dorothy R. Crosby, (Bankr. W.D. Ky. Case No. 19-32254-thf). BOY SCOUTS: Has Interim Approval to Use Cash Collateral ------------------------------------------------------- The Boy Scouts of America and Delaware BSA, LLC asked the Bankruptcy Court for the District of Delaware to authorize use of the cash collateral and any other prepetition collateral in which JPMorgan Chase Bank, National Association, (as prepetition lender and pre-petition collateral agent) has an interest. The Debtors intend to use the cash collateral in order to continue their business operations, to maintain business relationships with vendors, suppliers and customers, to make payroll, to make capital expenditures, and to satisfy other working capital and operational needs. Moreover, the Debtors seek to: (a) provide adequate protection to the prepetition secured parties to the extent of any diminution in value of their interest in the prepetition collateral, including cash collateral; (b) approve certain stipulations by the Debtors with respect to the prepetition loan documents, subject to certain challenge rights of certain parties-in-interest; (c) subject to and effective upon entry of the final order, waive the Debtors' right to assert with respect to the prepetition collateral or the adequate protection collateral (i) any claims to surcharge pursuant to Section 506(c) of the Bankruptcy Code, (ii) any "equities of the case" exception pursuant to Section 552(b) of the Bankruptcy Code, and (iii) the equitable doctrine of "marshalling" or any similar doctrine; The Debtors further seek to (i) maintain and extend existing letters of credit under the 2019 RCF Agreement and 2010 RCF Agreement, and (ii) obtain new letters of credit to replace or backstop said existing letters of credit and to cash collateralize the new letters of credit; provided, that no new letters of credit will be issued under the 2019 RCF Agreement or the 2010 RCF Agreement other than to replace or backstop existing letters of credit. The Debtors seek to use the cash collateral until (unless an event of default occurs) the earliest to occur, among others, of: * the failure to obtain entry of final order on or before 35 days after entry of the interim order, * the date the Debtors file or otherwise support any motion, pleading, or other document that materially, negatively affects the prepetition secured parties, (including under a plan of reorganization) without the prior written consent of the prepetition secured parties; provided, that if, pursuant to a plan of reorganization, the prepetition obligations and adequate protection obligations are paid in full on the effective date of said plan, said consent will not be required; * when the Court shall have entered an order granting relief from the automatic stay to the holder or holders of any security interest to permit foreclosure on any of the prepetition collateral or adequate protection collateral which has an aggregate value in excess of $5,000,000, * the date any of the Debtors files any pleading or commences any action against the prepetition secured parties challenging the validity or enforceability of the prepetition obligations or the prepetition liens or seeking to avoid, disallow, subordinate, or re-characterize any claim, lien, or interest held by any of the prepetition secured parties, provided, that the termination date will not be deemed to occur if the Debtors seek approval of a DIP financing, (including a DIP financing which primes existing liens) that provides for payment in full of the prepetition obligations and adequate protection obligations (unless the prepetition agent and prepetition secured lender provide prior written consent for financing that does not provide for payment in full of the prepetition obligations and adequate protection obligations); * the date (a) any court enters an order dismissing the Chapter 11 cases, converting the Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code, appointing a trustee, responsible officer, or examiner with expanded powers relating to the operation of the organization in the Chapter 11 cases, or terminating the Debtors' exclusivity under Bankruptcy Code section 1121, unless consented to in writing by the prepetition agent and the prepetition secured lender, or (b) the Debtors apply for, consent to, acquiesce in any such dismissal, conversion, or appointment; * the date of an application, motion, or other pleading is filed by the Debtors for the approval of any super priority claim or any lien in these Chapter 11 cases that is pari passu with or senior to the adequate protection super priority claims, or the adequate protection liens without the prior written consent of the pre-petition secured parties. As of the Petition Date, the Debtors owe the prepetition lender an aggregate of $328,104,155 under certain revolver loans, a term loan, certain letters of credit and bond agreements. A copy of the motion is available at https://is.gd/DQvvHw from PacerMonitor.com free of charge. Objections are due by 4 p.m. prevailing Eastern Time on March 17, 2020. Judge Laurie Selber Silverstein approved the motion on an interim basis. A copy of the interim order is available for free at https://is.gd/dckfzz from PacerMonitor.com. Final hearing is scheduled on March 24, 2020 at 10:30 a.m. prevailing Eastern Time. About the Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets at least $500 million in liabilities as of the bankruptcy filing. The Debtors tapped SIDLEY AUSTIN LLP as general bankruptcy counsel; MORRIS, NICHOLS, ARSHT & TUNNELL LLP as Delaware counsel; and ALVAREZ & MARSAL NORTH AMERICA, LLC as financial advisor. OMNI AGENT SOLUTIONS is the claims agent. CALERES INC: Moody's Cuts CFR to Ba3, Outlook Negative ------------------------------------------------------ Moody's Investors Service downgraded Caleres, Inc.'s corporate family rating to Ba3 from Ba2, probability of default rating to Ba3-PD from Ba2-PD and senior unsecured notes rating to B1 from Ba3. The SGL-2 speculative grade liquidity rating remains unchanged and the outlook remains negative. The downgrades reflect Moody's view that the company will be unable to reduce leverage to a level that is appropriate for the Ba2 rating category in 2020 following weaker than expected 2019 earnings and as a result of the expectation for further near-term earnings declines and reduced cash flow generation. The negative outlook reflects the risk that the impact of coronavirus could result in a greater than anticipated decline in consumer spending on apparel and footwear, or that the company may not make material progress in paying down its revolver borrowings due to lower cash flow or further share repurchases. Moody's took the following rating actions for Caleres, Inc.: - Corporate family rating, downgraded to Ba3 from Ba2 - Probability of default rating, downgraded to Ba3-PD from Ba2-PD - $200 million senior unsecured notes due 2023, downgraded to B1 (LGD5) from Ba3 (LGD5) - Outlook, remains negative RATINGS RATIONALE Caleres' Ba3 CFR reflects the company's diversified portfolio of recognized footwear brands and moderate level of funded debt relative to free cash flow. The ratings also benefit from the company's good liquidity profile, including expectations for solid positive free cash flow, good revolver availability and lack of near-term maturities. Caleres' financial strategy typically balances debt-financed acquisitions and opportunistic share repurchases with maintaining moderate leverage levels. Moody's expects that in a challenging economic scenario the company will prioritize revolver paydown over shareholder-friendly uses of capital. The rating is constrained by the company's predominantly mature brands and its operations in the challenging apparel and footwear retail sector. Moody's estimates that reflecting these factors, earnings have modestly declined on an organic basis over the past several years. Moody's projects that lease-adjusted debt/EBITDA will increase to 3.7-4.2 times from 3.5 times in 2020 as a result of a 15-30% earnings decline, reflecting the impact of demand and supply disruption from COVID-19 and ongoing competitive pressure. Lease-adjusted EBITA/interest expense will be in the 2.0-2.6 times range, from 2.6 times at year-end 2019. Caleres' low operating margin relative to specialty retail peers, narrow product focus, and fashion risk further constrain its credit profile. As a footwear retailer and designer, the company also needs to make ongoing investments in its brands and infrastructure, as well as in social and environmental drivers including responsible sourcing, product and supply sustainability, privacy and data protection. The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The retail sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in Caleres' credit profile, including its exposure to US discretionary consumer spending have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and Caleres remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The action reflects the impact on Caleres of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. The ratings could be downgraded if liquidity deteriorates or financial strategy becomes more aggressive, including share repurchases in stressed economic conditions. The ratings could also be lowered if the company is unable to demonstrate stable revenue earnings performance on an organic basis. Quantitatively, the ratings could be downgraded if Moody's-adjusted debt/EBITDA is maintained above 3.5 times or EBITA/interest expense below 2.5 times. The ratings could be upgraded if the company maintains steady revenue and earnings growth and good liquidity. Quantitatively, the ratings could be upgraded if Moody's-adjusted debt/EBITDA is sustained below 2.75 times and EBITA/interest expense above 3.25 times. The principal methodology used in these ratings was Retail Industry published in May 2018. Headquartered in St. Louis, Missouri, Caleres, Inc. is a retailer and a wholesaler of footwear. Its Famous Footwear chain, which generates just over half of total revenue, sells moderately priced branded footwear targeting families through about 960 stores in the U.S. and Canada. Through its Brand Portfolio segment, Caleres designs and markets owned and licensed footwear brands including Naturalizer, Vionic, Allen Edmonds, Sam Edelman, Dr. Scholl's, LifeStride, Franco Sarto, Vince, Ryka, Bzees, Fergie, Via Spiga, and Blowfish Malibu. The Brand Portfolio segment also includes about 232 specialty retail stores mostly under the Naturalizer and Allen Edmonds brands in the U.S. and Canada. Revenues for the fiscal year ended February 1, 2020 were approximately $2.9 billion. CAPSTONE OILFIELD: Sets Bidding Procedures for All Assets --------------------------------------------------------- Capstone Oilfield Disposal Services, LLC, asks the U.S. Bankruptcy Court for the Western District of Oklahoma to authorize the bidding procedures in connection to the auction sale of substantially all assets, free and clear of all liens, claims or encumbrances. Objections, if any, must be filed 21 days from the date of filing of the request for relief. The Debtor owns and operates 10 saltwater disposal wells located in Kingfisher, Major and Woodward Counties, Oklahoma. The Debtor and 21 other distinct legal entities are all co-makers on certain obligations to InterBank. The total amount due to Interbank is approximately $13 million. Substantially all of the assets of the InterBank Debtors are pledged as collateral to secure repayment of the InterBank Debt. Tom and Randy Holder are also personal guarantors of the InterBank Debt. An immediate and critical need exists for the Debtor to use cash in order to continue the operation and management of the Estate's businesses and assets. Without the use of such cash, it will not be able to pay post-petition direct operating expenses and obtain goods and services needed to carry on the Estates' businesses in a manner that will avoid irreparable harm to the Estate. The ability of the Debtor to use cash collateral is necessary to preserve and maintain the going concern value of the Estate. At some point cash collateral will not be sufficient to operate the Estate. By the Bid Procedures Motion, the Debtor proposes to establish a process for the sale of Assets and entry of the Bid Procedures Order (A) Establishing Bidding Procedures in Connection With the Sale of Substantially All of the Debtor's Assets, (B) Approving the Form and Manner of Notices, (C) Scheduling Dates for An Auction and Sale Hearing, (D) Authorizing and Approving the Form of Asset Purchase Agreement; and (E) Approving Procedures to Determine Cure Amounts Related to the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases. The Motion asks approval of the form of the Asset Purchase Agreement. However, the grant of authority to the Debtor to perform the APA and complete the Sale is pursuant to the separate motion to be filed with the Court ("Sale Motion"). For purposes of facilitating the proposed Sale, the Debtor asks approval of the Bid Procedures prior to the Courts consideration of the Sale Motion. By the Motion, the Debtor asks approval of the Bid Procedures. The salient terms of the Bidding Procedures are: a. Bid Deadline: April 12, 2020 b. Initial Bid: Any initial overbid will be equal to the Baseline Bid, plus a minimum overbid of $25,000. c. Deposit: 10% of Bid d. Auction: The Auction, if any, will be conducted at 10:00 a.m. (CT) on May 4, 2020 at the offices of Fellers, Snider, Blankenship, Bailey & Tippens, P.C., 100 N. Broadway Avenue, Suite 1700, Oklahoma City, Oklahoma. e. Bid Increments: $10,000 f. Sale Hearing: May 5, 2020 Further, pursuant to the Sale Agreement certain executory contracts and unexpired leases are to be assumed and assigned. At the sale hearing the Debtor will seek to assume and assign the Assumed Executory Contracts. Accordingly, the Debtor asks approval of procedures to determine cure amounts. If any, related to the assumed Executory Contracts. The Debtor will serve the Cure Notice upon each counterparty to the assumed Executory Contract no later than 14 days prior to the Sale Hearing. Any Cure Cost Objections or Adequate Assurance Objections must be filed no later than two days prior to the Sale Hearing. The Debtor proposes to serve the Sale Notice, the Motion, the APA, and a copy of the Bidding Procedures Order within three business days after the entry of Bidding Procedures Order. A copy of the APA and the Bidding Procedures is available at https://tinyurl.com/v7dr529 from PacerMonitor.com free of charge. About Capstone Oilfield Disposal Services Capstone Oilfield Disposal Services, LLC sought Chapter 11 protection (Bankr. W.D. Okla. Case No. 20-10461) on Feb. 14, 2020. In the petition signed by Randy Holder, owner/managing member, the Debtor disclosed total assets at $10,058,603 and $14,158,390 in debt. The Debtor tapped Stephen J. Moriarty, Esq., at Fellers, Snider et al as counsel. CARROLS RESTAURANT: Moody's Cuts CFR to B3; Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded Carrols Restaurant Group, Inc.'s corporate family rating to B3 from B2, its probability of default rating to B3-PD from B2-PD, and first lien bank loan rating to B3 from B2. The speculative grade liquidity rating was changed to SGL-3 from SGL-2. At the same time, the outlook was changed from stable to negative. The downgrade reflects lower than projected EBITDA in 2019 despite positive same store sales. EBITDA dropped due to higher commodity costs, wage inflation, and costs to support the integration of Cambridge Franchise Holdings in April 2019. As a result, Moody's adjusted debt/EBITDA increased to around 7.8x at year-end, well above prior estimates and will likely remain above 6.0x into 2021. Carrol's is focused on improving operating costs and has materially reduced its acquisition and development spending for 2020 in order to generate a modest level of free cash flow. The change in the SGL rating reflects the likely negative impact on cash flow of lower demand caused by the outbreak of coronavirus. The negative outlook reflects the need to reduce leverage at a time of material demand uncertainty caused by the evolving coronavirus pandemic. Downgrades: Issuer: Carrols Restaurant Group, Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Corporate Family Rating, Downgraded to B3 from B2 Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3(LGD3) from B2(LGD3) Outlook Actions: Issuer: Carrols Restaurant Group, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Carrols benefits from its material scale (1,090 units), the 2019 addition of a new faster growing concept, Popeye's Louisiana Kitchen, geographic diversification across 23 states, well balanced day-part offerings and a solid track record of same store sales growth. Carrol's is supported by its good relationship with Restaurant Brands International, Inc. ("RBI") (owner of Burger King), its position as the largest franchisee in the Burger King system (14% of units) and RBI's 15% equity ownership of Carrols. Carrols' is constrained by the need to digest acquisitions and ramp-up new builds that have been added to the system at a rapid pace over the past few years, the competitive and promotional operating environment, and wage and cost inflation. Factors that could result in a downgrade include a sustained deterioration in traffic, EBIT/interest sustained below 1.0x, debt/EBITDA remains above 6.5x or if liquidity weakens. Factors that could result in an upgrade include debt/EBITDA dropping to 5.75x, EBIT/interest rising to 1.4x, and generating positive free cash flow on a consistent basis. The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The restaurant sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in Carrols' credit profile, including its exposure to potential unit closures have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and Carrols remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The action reflects the impact on Carrols of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. Carrols Restaurant Group, Inc. owns and operates approximately 1,036 Burger King and 65 Popeyes restaurants across 23 states in the Northeast, Midwest, South and Southeast. Revenue for the year-end December 29, 2019 was $1.46 billion. The principal methodology used in these ratings was Restaurant Industry published in January 2018. CENSO LLC: Has Until June 2 to Exclusively File Chapter 11 Plan --------------------------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada extended to June 2 the period during which only Censo, LLC can file a Chapter 11 plan and disclosure statement. The company and its attorney, Corey Beck, Esq., needed more time to complete their investigation and obtain court orders valuing the company's investment properties. The attorney has just received appraisals to file and obtain the court orders. Moreover, the attorney plans to negotiate an agreement with secured creditors along with a vote for the plan. About Censo LLC Las Vegas-based Censo LLC filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-16636) on Oct. 11, 2019. In the petition signed by Melani Schulte, manager, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Mike K. Nakagawa oversees the case. Corey B. Beck, Esq., at the Law Office of Corey B. Beck, P.C., is the bankruptcy counsel. CENTRAL PALM BEACH: Hires Steven L. Robbins as General Counsel -------------------------------------------------------------- Central Palm Beach Surgery Center Ltd, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Steven L. Robbins, P.A., as general counsel to the Debtor. Central Palm Beach requires Steven L. Robbins to: (a) represent the Debtor in connection with discovery in pending litigation including (i) objections to improper subpoena and subpoena requests, (ii) motions for protective orders when the discovery sought violates HIPAA or Florida Statutes or seeks to invade the Debtor's trade secrets, and (iii) depositions of the Debtor's personnel relative to patient lien and patient care matters. The attorney is currently counsel of record in more than two hundred matters; (b) represent the Debtor in connection with document creation and contract work, including vendor contracting, employee and contractor agreements, and employee relation issues; (c) represent the Debtor in connection with collection matters and commercial litigation; (d) represent the Debtor as sole counsel or co-counsel in pending appeals; and (e) To advise management with respect to legal issues inherent in day-to-day company operations. Steven L. Robbins will be paid a flat monthly rate of $12,500. Steven L. Robbins, partner of Steven L. Robbins, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Steven L. Robbins can be reached at: Steven L. Robbins, Esq. STEVEN L. ROBBINS, P. A. 2047 Palm Beach Lakes Blvd Ste 100 West Palm Beach, FL 33409-6500 Tel: (561) 329-4492 Fax: (561) 329-4492 About Central Palm Beach Surgery Center Ltd Central Palm Beach Surgery Center Ltd. and CPBS Management LLC, owners of an ambulatory surgery center in West Palm Beach, Fla., filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-11127) on Jan. 28, 2020. The petitions were signed by Jonathan Cutler, authorized member. Central Palm disclosed $7,115,518 in assets and $12,270,801 in liabilities. Judge Mindy A. Mora oversees the cases. Robert C. Furr, Esq., at Furr & Cohen, P.A., is the Debtors' legal counsel. CINEMARK HOLDINGS: Fitch Reviews 'BB-' LT IDR, On Watch Negative ---------------------------------------------------------------- Fitch Ratings has placed the ratings for Cinemark Holdings, Inc. and its wholly owned subsidiary, Cinemark USA, Inc. and all issue ratings on Rating Watch Negative. The Rating Watch reflects the uncertainty and risk to financial performance due to the coronavirus pandemic. Key considerations will include the length and severity of the pandemic, the expectation for theatre closures for an uncertain duration, the film slate actions taken by the major film studios and the uncertainty around any long-lasting impacts to the theatre exhibition model and attendance. Fitch notes there is the potential for a one- to two-notch downgrade, with the outcome highly dependent on the severity of the crisis and duration of theatre closures. Fitch will evaluate Cinemark's ability to maintain credit metrics consistent with the 'BB-' rating category. Cinemark benefits from its relatively strong balance sheet as compared to peers in the sector. However, Fitch anticipates that margins will be challenged owing to the high fixed cost nature of the business. Fitch believes that management has levers it can utilize to manage through this period, including the ability to reduce certain operating expenses, including operating leases, and pull-back on capital expenditures. Cinemark also has a discretionary annual dividend of roughly $160 million that it could curtail to preserve liquidity. Cinemark's liquidity is sufficient and supported by $488 million in balance sheet cash and $98.9 million in availability under the revolving credit facility as of year-end December 2019. The company's credit agreement has a springing maximum consolidated net senior secured leverage ratio covenant of 4.25x that will be tested only if there are revolver borrowings outstanding. Cinemark's actual consolidated net senior secured leverage ratio was roughly 0.69x as of December 2019. Cinemark has not historically relied on the revolver to support operations. Cinemark has modest annual amortization on its term loan (~$6.6 million annually) until it matures in March 2025. Given that the next sizeable maturity comes in December 2022 when the $400 million 5.125% senior unsecured notes mature, Cinemark has some runway to address. The ratings are reliant on the assumption that theatrical exhibition will be a key window for large film releases by the major film studios as it presents an unique opportunity for branding and raising consumer awareness for valuable content/IP. Fitch will continue to monitor any changes to theatrical windowing by the major film studios as it poses a longer-term risk to movie theatre attendance levels to the extent that consumer preferences for in-home filmed entertainment cannibalizes traditional box office. The recent announcement by Comcast's NBC Universal to release certain upcoming titles simultaneously on-demand and in theatres (i.e. "Trolls World Tour") and extend this to titles currently available in theatres ("The Hunt", "The Invisible Man" and "Emma") reflects NBCU's inability to show films to a wide audience during this period, and recoup the high upfront production and marketing expenditures related to these projects. Fitch does believe that there will be a meaningful rebound in theatrical attendance once the coronavirus crisis has abated. However, the introduction of a premium video on demand (PVOD) offering by a major film studio raises Fitch's concerns that other studios will take similar actions depending on the duration of the coronavirus crisis. This could have a longer-term impact on the existing theatrical windowing even after public health concerns are alleviated and theatres broadly re-open. Fitch notes that most of the other major film studios have already announced that they will shift their larger film releases to later time periods. Fitch believes the implementation of a more permanent PVOD window could require some negotiation with theatre operators. Notably, the larger theatre exhibitors have eschewed Netflix films as it continues to favor a simultaneous on-demand and theatrical release strategy. KEY RATING DRIVERS Coronavirus Pandemic: The coronavirus pandemic adds a significant challenge to Cinemark's operations, which is dependent on consumer discretionary spending/attendance. In addition, Cinemark does not have control over the quality and timing of its theatrical film releases. Concerns over public health and safety have resulted in a growing number of live events and out-of-home entertainment cancellations and mandated closure of public venues. Cinemas have been closed across a growing number of geographies to thwart the spread of coronavirus infections. Cinemark operates predominantly in the U.S. and has a presence in Latin America. Attendance was materially down this past weekend. Domestic box office gross receipts of $50.4 million (top 10 films) for the weekend ending March 15, 2019 declined approximately 44% from the prior weekend and marked the lowest weekend gross in nearly twenty years. In addition, there is no near-term driver for improvement as all new wide releases are postponed until April 10. Film studios have been proactively shifting releases to later this year. This includes MGM's "No Time to Die" (now set to release in November) and Disney's "Mulan" (no new date). Meanwhile Universal moved its release of "Fast & Furious 9" to 2021 (one-year delay). Fitch's Rating Watch Negative reflects the uncertainty related to the length and duration of the coronavirus pandemic and its impact to theatrical film attendance over the near and longer term. Fitch believes the impact to theatrical film attendance is likely more temporary in nature and anticipates improvement once concerns over the coronavirus are alleviated. However, theatrical film attendance is in a slow secular decline and Fitch notes that the wide-reaching scale of the coronavirus could accelerate that shift in consumer preferences toward in-home entertainment options. Sufficient Near-Term Liquidity: Fitch anticipates a material impact to margins and cash flow from any potential theatre closures owing to the high fixed costs of the business. Cinemark has the ability to reduce some operating costs (i.e. reducing staff and potentially curtailing lease payments). Notably, a high degree of Cinemark's capital expenditures is discretionary. Cinemark also maintains an annual dividend of $1.36 per share (~$160 million). These provide Cinemark with levers to manage the business during this period. Cinemark's liquidity is supported by $488 million in balance sheet cash and the $100 million revolver ($98.9 million available) as of December 2019. The terms of the credit agreement include a springing maximum consolidated net senior secured leverage ratio covenant of 4.25x that will be tested only if there are revolver borrowings outstanding. Covenant-calculated leverage was roughly 0.69x at December 2019. Cinemark has no borrowings outstanding as of year-end 2019 and has not historically relied on the revolver to support operations. Cinemark has modest annual term loan amortization (~$6.6 million annually). The next sizeable maturity comes when the 5.125% senior unsecured notes mature on Dec. 15, 2022. Although Fitch assumes Cinemark will extend this issue well before maturity, refinancing would depend on accommodating capital market access. Scale and Market Position: Cinemark's ratings are supported by its scale, as the third largest theatre exhibitor in the U.S. operating 344 theatres and 4,630 screens across 41 states. The company also has a dominant position in Latin American where it operates 204 theatres and 1,452 screens across 15 countries. Cinemark is the leading theatre exhibitor in Brazil and Argentina, the second largest exhibitor in Chile, Colombia and Peru. Cinemark generated $3.3 billion in revenues and $710 million in Fitch-calculated operating EBITDA (representing a 20% margin) for the year-ended December 2019. More Conservative Financial Profile: Cinemark's financial metrics are strong compared to peers in the theatre exhibitor sector. Total leverage and adjusted leverage (including lease equivalent debt) approximated 2.5x and 4.4x, respectively for the year-ended December 2019. Notching of Secured Leverage: The 'BB+'/'RR1' rating on the secured debt is supported by the lower proportion of secured debt in the capital structure, as evidenced by secured leverage of below 1x for the year-ended December 2019. To the extent that secured debt becomes a larger proportion of the capital structure as evidenced by secured leverage approaching 1.5x, this could result in a downward revision of the secured debt rating. Increasing Competitive Threats: The ratings factor in the intermediate- to long-term risks associated with increased competition from at-home entertainment media, limited control over revenue trends, shrinking film distribution windows and increasing indirect competition from other distribution channels (video on demand [VOD], over the top [OTT] and streaming services). For the long term, Fitch continues to expect that the movie exhibitor industry will be challenged in growing attendance, and any potential attendance declines will offset some of the growth in average ticket prices and concessions. Dependent on Film Studios' Product: Cinemark and its peers rely on the quality, quantity and timing of movie product, all of which are factors out of management's control. DERIVATION SUMMARY Cinemark's ratings reflect its scale and market position as the third largest theatre chain in the U.S., and the largest theatre chain in Brazil and Argentina, and the second largest theatre chain in Colombia, Chile and Peru. Cinemark maintains a more conservative balance sheet than peers, AMC Entertainment and Cineworld plc (B+/Rating Watch Negative), which provides it a better ability to manage the business through period of operating uncertainty. Cinemark's total leverage and adjusted leverage (including lease equivalent debt) approximated 2.5x and 4.4x, respectively for the year-ended December 2019. This compares favorably to AMC Entertainment's total leverage and adjusted leverage (including lease-equivalent debt) of 6.8x and 7.5x respectively at year-end 2019. Cineworld's leverage is expected to approximate 6.0x (including lease adjusted debt) assuming the Cineplex acquisition closes. Cinemark has similar profitability and cash flow margins as compared to Cineworld. KEY ASSUMPTIONS -- Revenue declines and margin compression will depend on the duration of theatre closures and Cinemark's ability to mitigate losses through reducing operating expenditures. Fitch has assumed theatre closures span a two to three-month period. Cinemark also has the flexibility to reduce discretionary capital spending and its dividend payments to preserve liquidity. -- Cinemark's reduction in revenues outpaces ability to cut costs. Margins are challenged and contract; -- Attendance growth recovers slowly as some consumers avoid theatres and large out-of-home entertainment venues following the coronavirus pandemic; -- Adjusted leverage increases above the 5.0x and leverage will remain elevated until attendance returns to more normalized levels. -- The company refinances its 2022 and 2023 bonds prior to maturity. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- The ratings could be removed from Rating Watch and affirmed if Fitch gains confidence that the severity and duration of the coronavirus pandemic will not materially affect Cinemark's credit profile. -- The ratings for Cinemark have limited upside potential due to the inherent nature of the theatrical exhibition business, the resulting hit-driven volatility and the reliance on film studios for the quantity and quality of films in any given period. In strong box office years, metrics may be stronger in order to provide a cushion in weaker box office years. -- Over the longer-term, total leverage, as measured as total debt with equity credit to operating EBITDA, below 2.0x on a sustained basis and adjusted leverage (including lease equivalent debt) below 4.0x on a sustained basis. In addition, FCF margin sustained in the mid to high single digits. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- The coronavirus causing material disruptions to Cinemark's operations which lift total leverage above 3.0x and adjusted leverage above 5.0x on a sustained basis; -- Deteriorating FCF; -- Increasing secular pressure as illustrated in sustained declines in attendance and/or concessions spending per patron. LIQUIDITY AND DEBT STRUCTURE Fitch believes that Cinemark's liquidity is sufficient and supported by $488 million in balance sheet cash and the $100 million revolving credit facility. Fitch believes that Cinemark has a number of levers it can utilize to preserve liquidity and stem operating losses in the event of prolonged theatre closures. Cinemark can reduce operating costs by cutting staff or forgoing lease payments. In addition, Cinemark has the flexibility to reduce planned capital expenditures and the discretionary annual dividend (~$160 million annually). Fitch does not assume that Cinemark will need to utilize on the revolver to fund near-term operating shortfalls. However, Fitch continues to evaluate Cinemark's liquidity situation in the event that theatre closures extend into the summer months. The terms of the credit agreement include a springing maximum consolidated net senior secured leverage ratio covenant of 4.25x that will be tested only if there are revolver borrowings outstanding. Covenant-calculated leverage was roughly 0.69x at December 2019. Cinemark has no borrowings outstanding as of year-end 2019 and has not historically relied on the revolver to support operations. Cinemark has modest annual term loan amortization (~$6.6 million annually). The next sizeable maturity comes when the 5.125% senior unsecured notes mature on Dec. 15, 2022. Although Fitch assumes Cinemark will extend this issue well before maturity, refinancing would depend on accommodating capital market access. ESG CONSIDERATIONS 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. Cinemark Holdings Inc. - LT IDR BB-; on Rating Watch Negative Cinemark USA, Inc. - LT IDR BB-; on Rating Watch Negative - Senior unsecured; LT BB-; on Rating Watch Negative - Senior secured; LT BB+; on Rating Watch Negative CORDOVACANN CORP: Incurs CA$1.07M Net Loss for Dec. 31 Quarter -------------------------------------------------------------- CordovaCann Corp. (formerly LiveReel Media Corporation) filed its Form 6-K, disclosing a net loss of CAD1,065,869 on CAD0 of revenue for the three months ended Dec. 31, 2019, compared to a net loss of CAD1,477,901 on CAD0 of revenue for the same period in 2018. At Dec. 31, 2019, the Company had total assets of CAD4,554,252, total liabilities of CAD5,692,751, and CAD1,138,499 in total shareholders' deficiency. There is substantial doubt about the Company's ability to continue as a going concern as the Company incurred a comprehensive loss of CAD1,956,013 (December 31, 2018 - CAD2,441,658) during the six months ended December 31, 2019 and has a total accumulated deficit of CAD21,536,995 (June 30, 2019 - CAD19,570,801) as at December 31, 2019. The Company’s ability to continue as a going concern is dependent upon its ability to access sufficient capital until it has profitable operations and raises a material concern. To this point, all operational activities and overhead costs have been funded through equity issuances, debt issuances and related party advances. A copy of the Form 6-K is available at: https://is.gd/fvVKsl CordovaCann Corp. (formerly LiveReel Media Corporation), a cannabis-focused consumer products company, primarily provides services and investment capital to the processing and production vertical markets of the cannabis industry. The company was formerly known as LiveReel Media Corporation and changed its name to CordovaCann Corp. in January 2018. CordovaCann Corp. was founded in 1997 and is headquartered in Toronto, Canada. CTI INDUSTRIES: Changes Corporate Name to Yunhong CTI Ltd. ---------------------------------------------------------- CTI Industries Corporation has completed its previously announced corporate name change from CTI Industries Corporation to Yunhong CTI Ltd. The Company's common stock remains listed on the Nasdaq and will continue to trade under the symbol CTIB. "The change of our legal name is the next step in the Yunhong CTI evolution and will make our branding consistent across all audiences as we continue to execute on our strategic plan to create a leaner, more focused and profitable operation," said Frank Cesario, president and CEO of Yunhong CTI Ltd. "I am very excited to be a part on this new chapter to come on Yunhong CTI and to support the company and the officers in the executing of the strategic plan to grow the business. We remain confident about the future and eager to support the company in this journey," said Yubao Li, director of Yunhong CTI Ltd. About Yunhong CTI Ltd. Yunhong CTI Ltd. fka CTI Industries is a manufacturer and marketer of foil balloons and producer of laminated and printed films for commercial uses. Yunhong CTI also distributes Candy Blossoms and other gift items and markets its products throughout the United States and in several other countries. For more information about its business, visit its corporate website at www.ctiindustries.com. CTI reported a net loss of $3.74 million for the year ended Dec. 31, 2018, following a net loss of $1.78 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $32.90 million in total assets, $28.16 million in total current liabilities, $2.79 million in total long-term liabilities, and $1.95 million in total equity. Plante & Moran, PLLC, in Chicago, Illinois, the Company's auditor since 2007, issued a "going concern" qualification in its report dated April 15, 2019, citing that the Company has suffered net losses from operations and liquidity limitations that raise substantial doubt about its ability to continue as a going concern. DANI TRANSPORT: Has Permission to Use Cash Thru March 31 -------------------------------------------------------- Dani Transport Service, Inc., sought and obtained interim permission from the Bankruptcy Court to use cash collateral through and including March 31, 2020, pursuant to a budget. The Debtor disclosed that its secured creditors include: * Wilmington Savings Fund Society, FSB dba Christina Trust (trustee of Alternative Lending Holding Trust), as assignee of FC Marketplace, LLC, with a claim of approximately $70,000 as of the Petition Date, * BMO Harris Bank N.A., asserting $727,000 on account of a loan extended to the Debtor before the Petition Date, * First Corporate Solutions, * Libertas Funding, LLC, whose claim of $38,300 is secured by a sale of a specified amount of the Debtor's future receivables, and * Corporation Service Co. Other secured creditors are Diesel Funding, LLC; Axos Bank; CapCall, LLC; Global Funding and Kabbage Funding. A copy of the motion is available for free at https://is.gd/Mkt1kT from PacerMonitor.com. All creditors having an interest in the cash collateral are granted replacement liens on all proceeds of the cash collateral with the same priority, extent and validity as their prepetition liens. The Debtor has sought to use cash collateral to pay ordinary business expenses, provide adequate protection, and deposit amounts for future payment of administrative claims into a trust account. The Court approved all line items except for the estimated administrative costs. About Dani Transport Service Dani Transport Service, Inc., is a privately held company in the general freight trucking industry. The company sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-11234) on Feb. 19, 2020. In the petition signed by CEO Abraham Gutierrez, the Debtor listed assets aggregating $1,308,308 and liabilities totaling $2,593,241. Judge Wayne E. Johnson is assigned to the case. Todd Turoci, Esq., of The Turoci Firm is the Debtor’s counsel. DELTA MATERIALS: Deadline to File Plan & Disclosure Moved to May 28 ------------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended to May 28 the deadline for Delta Materials, LLC and Delta Aggregate, LLC to file its Chapter 11 plan and disclosure statement. The bankruptcy judge also extended the periods during which only can file and solicit acceptances for their Chapter 11 plan to May 28 and July 27, respectively. The companies needed more time to sell their primary asset, which is an aggregate quarry, and to investigate issues raised by secured creditors regarding mineral rights ownership in the quarry, according to court filings. About Delta Materials Delta Materials, LLC and Delta Aggregate, LLC filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code Bankr. S.D. Fla. Lead Case No. 19-13191) on March 12, 2019. Delta Aggregate owns a property located at 9025 Church Road, Felda, Fla., having an appraised value of $22 million. At the time of the filing, Delta Materials' assets totaled $22,006,491 and liabilities totaled $10,377,363. Delta Aggregate had total assets of $22,006,491 and total liabilities of $10,377,363. Judge Erik P. Kimball oversees the cases. The Debtors' counsel is Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, PA, in Boca Raton, Fla. DIAZ & STOLITZA: Exclusivity Periods Extended for 120 Days ---------------------------------------------------------- Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended Diaz & Stolitza Properties LLC's exclusive filing period and exclusive solicitation period for an additional 120 days each. About Diaz & Stolitza Properties Diaz & Stolitza Properties LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70455) on July 25, 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 Jeffery A. Deller. The Debtor is represented by Willis & Associates. The Office of the U.S. Trustee on Sept. 19 disclosed in a court filing that no official committee of unsecured creditors has been appointed in Debtor's case. DIGERATI TECHNOLOGIES: Has $457,000 Net Loss for Jan. 31 Quarter ---------------------------------------------------------------- Digerati Technologies, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss (attributable to Digerati's common shareholders) of $457,000 on $1,557,000 of total operating revenues for the three months ended Jan. 31, 2020, compared to a net loss (attributable to Digerati's common shareholders) of $2,499,000 on $1,486,000 of total operating revenues for the same period in 2019. At Jan. 31, 2020, the Company had total assets of $4,143,000, total liabilities of $7,247,000, and $3,104,000 in total stockholders' deficit. Since the Company's inception in 1993, Digerati has incurred net losses and accumulated a deficit of approximately US$87,285,000 and a working capital deficit of approximately US$6,125,000 which raises substantial doubt about Digerati's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/aWm4GX Digerati Technologies, Inc., through its subsidiaries, provides Internet-based telephony products and services through its cloud application platform and session-based communication network. The company was formerly known as ATSI Communications Inc. and changed its name to Digerati Technologies, Inc. in March 2011. Digerati Technologies, Inc. was founded in 1993 and is headquartered in San Antonio, Texas. DIGIPATH INC: Acquires All of VSSL's Outstanding Capital Stock -------------------------------------------------------------- Digipath, Inc. entered into a stock purchase agreement with VSSL Enterprises Ltd, Kyle Joseph Remenda, Philippe Olivier Henry, PhD, Audim Ventures Ltd., and Britt Ash Enterprises Ltd., pursuant to which Digipath acquired all of VSSL's outstanding shares of capital stock from the VSSL Stockholders for consideration consisting of 6,500,000 million shares of Digipath's common stock and a cash payment of $200,000. The closing of the acquisition occurred on March 11, 2020. Based in British Colombia, Canada, VSSL is a cannabis genomics, plant sciences and consulting firm that builds predictive tools for the cannabis industry, and uses molecular and bioinformatics tools to deliver unique solutions suited to its customers' business models. As previously reported, Mr. Remenda, who held 45% of the VSSL's shares prior to its acquisition by the Company, is the CEO of VSSL and was appointed as Digipath's chief executive officer in September 2019 in connection with the execution of the binding letter of intent with respect to the Company's acquisition of VSSL. In addition, Mr. Henry, who also held 45% of VSSL's shares prior to its acquisition by the Company, was engaged as a consultant by Digipath in September 2019. About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc. -- http://www.digipath.com/-- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products serving growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products. DigiPath reported a net loss of $1.80 million for the year ended Sept. 30, 2019, compared to a net loss of $1.65 million for the year ended Sept. 30, 2018. As of Dec. 31, 2019, the Company had $1.89 million in total assets, $1.65 million in total liabilities, and $247,866 in total stockholders' equity. M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Dec. 30, 2019, on the consolidated financial statements for the year ended Sept. 30, 2018, stating that the Company has recurring losses from operations and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DIOCESE OF BUFFALO: Seeks to Hire Stretto as Administrative Agent ----------------------------------------------------------------- The Diocese of Buffalo in New York seeks authority from the U.S. Bankruptcy Court for the Western District of New York to hire Stretto as its administrative advisor. The administrative services to be rendered by Stretto are: a. assist with legal noticing, claims management and reconciliation, plan solicitation, balloting, disbursements, and tabulation of votes, and prepare any related reports in support of confirmation of a Chapter 11 plan; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of any amendments to the Debtor's schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a Chapter 11 plan; and f. provide such other processing, solicitation, balloting and other administrative services. Stretto will be paid based upon its normal and usual hourly billing rates and will be reimbursed for work-related expenses incurred. Travis Vandell, a partner at Stretto, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Stretto can be reached at: Travis Vandell Stretto 410 Exchange, Suite 100 Irvine, CA 92606 Tel: (800) 634-7734 About The Diocese of Buffalo The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics over eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel. Stretto is the claims agent, maintaining the page https://case.stretto.com/dioceseofbuffalo/docket DIOCESE OF BUFFALO: Seeks to Hire Stretto as Claims Agent --------------------------------------------------------- The Diocese of Buffalo in New York seeks authority from the U.S. Bankruptcy Court for the Western District of New York to hire Stretto as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. The firm's hourly rates for its services are: Analyst $30 - $50 Associate/Senior Associate $65 - $165 Director/Managing Director $175 - $210 Chief Operating Officer/Senior Managing Director Waived Solicitation Associate $190 Director of Securities $210 Stretto received from the Debtor a retainer in the amount of $10,000 and will apply the retainer first against any outstanding pre-bankruptcy fees and expenses. Travis Vandell, a partner at Stretto, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Stretto can be reached at: Travis Vandell Stretto 410 Exchange, Suite 100 Irvine, CA 92606 Tel: (800) 634-7734 About The Diocese of Buffalo The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics over eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel. Stretto is the claims agent, maintaining the page https://case.stretto.com/dioceseofbuffalo/docket EARTH FARE: Has Permission to Use Cash Collateral on Final Basis ---------------------------------------------------------------- Judge Karen B Owens of the U.S. Bankruptcy Court for the District of Delaware authorized Earth Fare, Inc., and EF Investment Holdings, Inc. to use the Cash Collateral solely in accordance with and to the extent set forth in the Budget and the Final Order. Fifth Third Bank, National Association (formerly known as Fifth Third Bank), as administrative agent, Swing Line Lender, L/C Issuer, and sole lead arranger and the other participating lenders under that certain Prepetition Revolving Loan Agreement. The Prepetition Revolving Loan Obligations are secured by a first-priority lien on and security interest in substantially all of Earth Fare's assets. Pursuant to the Final Order: (a) The Prepetition Revolving Loan Lenders are granted valid, binding, enforceable, and perfected replacement liens upon and security interests in all of each Debtor's presently owned or hereafter acquired property and assets to the extent of any diminution in value. The Secured Replacement Liens will be junior and subordinate only to (A) the CarveOut, (B) the Consultant Carve-Out and (C) any legal, valid, binding, enforceable, perfected, and non-avoidable liens in existence on or as of the Petition Date and any legal, valid, binding, enforceable, and non-avoidable liens that are perfected after the Petition Date as permitted by Section 546(b) of the Bankruptcy Code, and will otherwise be senior to all other security interests in, liens on, or claims against any asset of a Debtor and all rights of payment of all other parties. (b) The Prepetition Revolving Loan Lenders are granted an allowed superpriority administrative expense claim in the Cases and any Successor Case. The Secured Adequate Protection Superpriority Claim will be subordinate to the Carve-Out and the Consultant Carve-Out, but otherwise will have priority over all administrative expense claims, including administrative expenses of the kinds specified in or ordered pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code, and unsecured claims against each Debtor and each Estate now existing or hereafter arising, of any kind or nature whatsoever, subject to the marshaling provisions of paragraph 23(e) of the Final Order with respect to the proceeds of Avoidance Actions. (c) The Debtors will pay, up to the aggregate amounts set forth in the Budget, the reasonable attorneys' fees and expenses and any other professional fees and expenses of the Prepetition Revolving Loan Lenders incurred before or after the Petition Date in connection with the Secured Credit Documents, the Collateral, or the Cases. (d) At all times the Debtors will maintain casualty and loss insurance coverage for the collateral on substantially the same basis as maintained prior to the Petition Date. About Earth Fare Inc. and EF Investment Holdings Inc. Founded in 1975 in Asheville, N.C., Earth Fare, Inc. -- http://www.earthfare.com/-- is a natural and organic food retailer with locations across 10 states. It offers groceries and wellness and beauty products. Earth Fare and its affiliate, EF Investment Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10256) on Feb. 4, 2020. At the time of the filing, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; FTI Consulting, Inc. as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as claims, solicitation and balloting agent. Malfitano Advisors, LLC provides disposition advisory services to the Debtors. EBIX INC: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ -------------------------------------------------------- Egan-Jones Ratings Company, on March 9, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Ebix Incorporated to BB+ from BBB-. Ebix, Inc. supplies software and electronic commerce solutions to the insurance industry. The Company provides a series of application software ranging from carrier systems, agency systems, and exchanges to custom software development for all entities involved in the insurance and financial industries. Ebix offers products, support, and consultancy to customers on several continents. EP TECHNOLOGY: Seeks to Extend Exclusivity Period Through May 20 ---------------------------------------------------------------- EP Technology Corporation USA asked the U.S. Bankruptcy Court for the Central District of Illinois to extend the exclusive period in which to file a chapter 11 plan through May 20, and to solicit votes thereon by an additional 60 days through July 19. The requested extension, if granted, will provide the Debtor with additional time to negotiate a chapter 11 plan with additional stakeholder support and to explore all options to maximize the value of its estate while events in China stabilize. Since the entry of the first exclusivity order, events outside of the Debtor's control have hampered its ability to formulate a viable plan of reorganization. In particular, the closure of factories in China due to the coronavirus epidemic have delayed the Debtor's efforts to repair inventory located in that country. For the same reason, the Debtor has been unable to obtain new inventory, the sale of which would key to its successful restructuring. About EP Technology Corporation USA Founded in 1997, EP Technology Corporation U.S.A. is a developer and manufacturer of video surveillance products, digital video recorders, security cameras. EP Technology Corporation sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 19-90927) on Sept. 23, 2019 in Urbana, Illinois. In the petition signed by Kevin Wan, president, the Debtor estimated assets at $10 million to $50 million and liabilities within the same range. Judge Mary P. Gorman oversees the Debtor's case. FactorLaw is the Debtor's counsel. F5 BUSINESS: 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 F5 Business Investment Partners, LLC, according to court dockets. About F5 Business Investment F5 Business Investment Partners, LLC, is an investment company affiliated with FF Fund I, L.P., its sole member. F5 Business sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-10996) on Jan. 24, 2020. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge: Hon. Scott M. Grossman oversees the case. Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., is the Debtor's legal counsel. FIZZ & BUBBLE: Exclusivity Period Extended to May 4 --------------------------------------------------- Judge Trish Brown of the U.S. Bankruptcy Court for the District of Oregon extended to May 4 the deadline for Fizz & Bubble, LLC to file its Chapter 11 plan and disclosure statement. The bankruptcy judge also extended the exclusivity periods during which the companies can file and solicit acceptances for their plan to May 4 and June 1, respectively. About Fizz & Bubble Fizz & Bubble, LLC -- https://fizzandbubble.com/ -- is a toiletries wholesaler based in Wilsonville, Ore., offering an array of luxurious bath and shower treats. Its products include bath fizzies, bubble bath cupcakes, bubble bath elixirs, bath truffles, bath melts, shower steamers, body scrubs, whipped soaps, body frosting lotions, face mask frostings, and lip scrubs. Fizz & Bubble filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 19-34092) on Nov. 4, 2019. In the petition signed by Kimberly Ann Mitchell, sole member and chief creative officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Trish M. Brown oversees the case. The Debtor is represented by Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP. FLORIDA RIVIERA: Needs More Time to Formulate Chapter 11 Plan ------------------------------------------------------------- Florida Riviera Investment Corp. asked the U.S. Bankruptcy Court for the Southern District of Florida for a 90-day extension of the statutory deadlines for filing and soliciting acceptances of a chapter 11 plan, and the deadline for filing a plan and disclosure statement. Absent an extension, the Debtor's exclusive period to file a plan expires March 9, and the exclusive period to solicit acceptances for the plan expires May 6. The pre-petition claims bar date (for non-governmental creditors) is March 11, 2020. In the meantime, the Debtor and its major creditors continue to negotiate payment terms to enable a resolution of their disputes and successful outcome to this chapter 11 case. About Florida Riviera Investment Corp. Florida Riviera Investment Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25111) on Nov. 8, 2019. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. The case is assigned to Judge A. Jay Cristol. Nathan G. Mancuso, Esq., at Mancuso Law, P.A., is the Debtor's legal counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Florida Riviera Investment Corp., according to court dockets. FORTVILLE APARTMENTS: Seeks to Borrow $1.5M from Liquidity LLC -------------------------------------------------------------- Fortville Apartments, LLC, seeks permission from the Bankruptcy Court to obtain a secured postpetition super priority financing of up to $1,500,000 from Quick Liquidity, LLC, to fund its business operations and capital expenditures. The Debtor seeks to obtain the DIP loan in the event the Bankruptcy Court denies the second motion it filed seeking access to cash collateral. The DIP loan, which bears a 12% interest and will mature in 12 months, will be secured by a first priority mortgage on the Debtor's real property in Michigan, with an administrative priority and secured status under Section 364(c)(1) of the Bankruptcy Code. A copy of the motion is available for free at https://is.gd/O7NyuW from PacerMonitor.com. About Fortville Apartments Fortville Apartments, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Fortville Apartments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-41081) on Jan. 26, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas J. Tucker oversees the case. Zousmer Law Group, PLC, is the Debtor's legal counsel. FOX VALLEY PRO: Seeks to Extend Solicitation Period to June 29 -------------------------------------------------------------- Fox Valley Pro Basketball, Inc. asked the U.S. Bankruptcy Court for the Eastern District of Wisconsin to extend the exclusive period to obtain acceptance of the plan for 60 days to June 29, 2020. The Debtor filed a proposed disclosure statement and plan of reorganization on Feb. 28. At the status conference, the Court scheduled the hearing for approval of Debtor's disclosure statement for April 29, 2020 -- which is one day prior to the expiration of the exclusive period to obtain plan approval. The Debtor anticipates that it will be able to obtain approval of the disclosures statement, but the current schedule does not provide sufficient time for the Debtor to provide adequate notice of a confirmation hearing pursuant to Rule 2002(b) prior to the expiration of the exclusive period for plan approval. About Fox Valley Pro Basketball Fox Valley Pro Basketball, Inc., is the owner of the Menominee Nation Arena in Oshkosh, Wis. The arena serves as the home of the Wisconsin Herd of the NBA G League and the Wisconsin Glow women's basketball team. Fox Valley Pro Basketball sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 19-28025) on Aug. 19, 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 Brett H. Ludwig. Kerkman & Dunn is the Debtor's counsel. FRANK INVESTMENTS: Deadline to File Plan Extended to April 15 ------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended through April 15 the deadline for Frank Investments, Inc., a Florida corporation, to file its Chapter 11 plan and disclosure statement. The bankruptcy judge also extended the periods during which only the companies can file and solicit acceptances for their Chapter 11 plan to April 15 and June 15, respectively. About Frank Investments Frank Investments Inc., Frank Theatres Management LLC and Frank Entertainment Companies, LLC are affiliates of Rio Mall, LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall, LLC, owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, N.J. Frank Investments and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. At the time of the filing, Frank Investments and Frank Entertainment had estimated assets of between $10 million and $50 million and liabilities of the same range. Frank Theaters had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., is the Debtors' bankruptcy counsel. No official committee of unsecured creditors has been appointed. FRIENDS OF CITRUS: Seeks Further 90-Day Exclusivity Extension ------------------------------------------------------------- Friends of Citrus And The Nature Coast, Inc. asked the U.S. Bankruptcy Court for the Middle District of Florida to further extend by 90 days the exclusive period during which the company can file its Chapter 11 plan and solicit acceptances for the plan. There are currently at least four discreet claims asserted against the Debtor that arose from the Debtor’s previous business of operating a 12-county non-profit Medicare certified hospice in the Nature Coast of Florida. First, claims by the United States that are subject to the standard government claims bar date deadline of Feb. 10, 2020. The Debtor and the Government have already settled two of the four claims and are hoping to settle the final two claims pertaining to the final year cost reconciliation and the IRS penalties related to a tardy non for-profit tax return within the next 2-4 weeks. Second, the Debtor is engaged in settling three nursing homes claims arising from Medicaid rate adjustments to which the nursing homes have filed responses to the Debtor’s objections, which are not set for a preliminary hearing on March 25, 2020. Finally, the Debtor is prosecuting a $1.3MM dollar turnover action with the buyer of the hospice operation, Vitas Of Florida Corporation, to which a successful recovery will have a meaningful impact on designing and implementing a plan of reorganization. This Vitas matter is set for mediation on March 17, 2020. Should mediation not be successful, the Court has set the Vitas matter for trial on April 22, 2020. About Friends of Citrus And The Nature Coast Friends of Citrus And The Nature Coast -- https://friendsofcitrus.org/ -- is a charitable organization providing community grief support workshop for anyone who has experienced a loss; telephone support; grief support resources for all ages; educational materials for parents and teachers; and children's grief support camps. Friends of Citrus And The Nature Coast, Inc. filed a voluntary petition in this Court for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03101) on Aug. 14, 2019. On Aug. 15, 2019, the case was transferred to Tampa Division and was assigned a new case number (Case No. 19-07720). In the petition signed by Bonnie L. Saylor, chief executive officer, Friends of Citrus estimated $7,510,918 in assets and $5,283,937 in liabilities. Frank P. Terzo, Esq. at Nelson Mullins Broad and Cassel represents Friends of Citrus as counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Friends of Citrus And The Nature Coast, Inc., according to court dockets. FRONTIER COMMUNICATIONS: Fitch Lowers LongTerm IDR to 'C' --------------------------------------------------------- Fitch Ratings has downgraded Frontier Communications Corporation's and its subsidiaries' Long-Term Issuer Default Rating to 'C' from 'CC'. In addition, Fitch has taken actions on the company's debt issues. Frontier announced that it was going to defer $322 million of coupon payments on the 8.875% senior unsecured notes due 2020, 10.5% senior unsecured notes due 2022, 11% senior unsecured notes due 2025 and 6.25% senior unsecured notes due 2021. Frontier has now entered a 60-day grace period in order to continue negotiations with its unsecured noteholders regarding a potential capital restructuring. KEY RATING DRIVERS Challenging Operating Environment: Frontier has not reported earnings for 2019. Fitch expects Frontier to report negative revenue trends in 2019, slightly less than the nearly 6% decline in 2018. Revenues could remain pressured in 2020 due to economic weakness arising from the slowing economy and disruptions from the coronavirus pandemic. While telecom operators are not expected to be materially affected by the latter at this time, Fitch expects to see some weakness, primarily from small and medium businesses. FCF and Debt: Fitch estimates FCF in the $300 million range over the 2019-2020 forecast period, including the effects of the sale of the Northwest operations. Frontier generated $513 million of FCF on a Fitch-calculated basis in 2018, and $620 million pro forma, which adds back $107 million in preferred dividends following the conversion of the mandatory convertible preferred to common in mid-2018. Pro forma for the sale of the Northwest operations and related debt reduction, Fitch estimates FCF in 2018 would have been around $550 million annually. Pending Asset Sale: Frontier has a definitive agreement to sell its operations in Washington, Oregon, Idaho and Montana (the Northwest operations) to WaveDivision Capital, LLC (WDC) for $1.352 billion in cash, subject to closing adjustments, and plans to use the proceeds to repay debt. The transaction is expected close in the first half of 2020 (1H20). Fitch estimates the transaction multiple is approximately 5.3x based on 2019 estimated EBITDA (Fitch-calculated EBITDA is before restructuring and other charges and a goodwill impairment) for the operations, 5% below 2018 EBITDA. The transaction is generally leverage-neutral given Frontier's LTM Fitch-calculated gross debt leverage of 5.2x at Sept. 30, 2019. ESG Commentary: Unless otherwise disclosed, 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. Frontier has an ESG Relevance Score of 4 for Management Strategy due operational challenges following the close of the Verizon transaction that resulted in elevated subscriber churn and weaker than expected revenue, which had a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Parent-Subsidiary Relationship: Fitch linked the IDRs of Frontier and its operating subsidiaries based on their strong operational ties. Recovery: The recovery analysis assumes Frontier would be considered a going concern in a bankruptcy and the company would be reorganized rather than liquidated. Fitch assumed a 10% administrative claim. Frontier's going concern (GC) EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level. The GC EBITDA incorporated in the analysis is well below LTM EBITDA for Sept. 30, 2019 to reflect the industry's intense competitive dynamics, resulting in customer losses and pricing pressures stressing profitability. In addition, the analysis excludes EBITDA from the Northwest operations, which are expected to be sold in 2020. In sum, the GC EBITDA is approximately 20% lower than LTM actual results. Fitch uses an enterprise value (EV) multiple of 4.8x to calculate a post-reorganization valuation. There are two bankruptcy cases of similar businesses analyzed in Fitch's Telecom, Media & Technology bankruptcy case study report: FairPoint Communications, Inc. and Hawaiian Telcom Holdco, Inc.. Both filed for bankruptcy in 2008 and emerged with multiplies of 4.6x and 3.7x, respectively. In addition, both were sold in recent acquisitions for 5.9x and 5.6x, respectively. The median multiple for the nine telecom companies in Fitch's report was 5.2x. Frontier's announced sale of its Northwest operations was in the low 5x range, taking into account the modest decline in EBITDA expected by the time the sale closes. In early 2020, the sale of Cincinnati Bell was announced at a multiple of more than 6x. The slightly lower recovery multiple for Frontier takes into account its weaker competitive position in the industry and the company's exposure to legacy assets. Fitch notes the company benefits from a strong fiber-to-the-home network and the potential for broadband customer growth through the CAF II program. The revolving credit facility is assumed to be fully drawn upon default. The waterfall analysis results in an 'RR1' Recovery Rating for the secured debt, including the first-lien debt and RCF, and the second-lien senior secured notes. The waterfall also indicates an 'RR4' recovery for senior unsecured notes. The 'RR2' assigned to the approximately $450 million of outstanding subsidiary unsecured debt, excluding Frontier Florida LLC, reflects its structural seniority to all of the parent debt. The 'RR5' assigned to Frontier Florida's unsecured debt reflects Frontier Florida as a guarantor of Frontier's secured credit facility. The guarantee results in a lower estimated recovery value, 'RR5', for Frontier Florida's unsecured debt, as it ranks pari passu with the secured credit facility. DERIVATION SUMMARY Frontier has a higher exposure to the more volatile residential market compared with CenturyLink, Inc. (BB/Stable), one of its wireline peers, and to some extent, Windstream Services, LLC. Incumbent wireline operators within the residential market face wireless substitution and competition from cable operators with facilities-based triple-play offerings, including Comcast Corp. (A-/Stable) and Charter Communications Inc. (Fitch rates Charter's indirect subsidiary, CCO Holdings, LLC BB+/Stable.) Cheaper alternative offerings, such as voiceover internet protocol and over-the-top (OTT) video services provide additional challenges. Incumbent wireline operators had modest success with bundling broadband and satellite video service offerings in response to these threats. Frontier has a relatively weak competitive position based on the scale and size of its operations in the higher margin enterprise market. In this market, Frontier is smaller than AT&T Inc. (A-/Stable), Verizon Communications Inc. (A-/Stable) and CenturyLink. All three companies have an advantage with national or multinational companies given their extensive footprints in the U.S. and abroad. Frontier also has a slightly smaller enterprise business than its wireline peer Windstream. Compared with Frontier, AT&T and Verizon maintain lower financial leverage, generate higher EBITDA margins and FCF, and have wireless offerings that provide more service diversification. KEY ASSUMPTIONS Fitch has not revised its previous base case, and Frontier has not disclosed 2019 financial results. In the prior base case: -- Organic revenues are estimated to have declined in the high 4% range in 2019, and in the forecast the organic rate of decline reaches slightly less than 4% by 2022. -- The EBITDA margin is expected to improve about 60 bps by 2020 relative to the Fitch-calculated EBITDA margin of 40.4% in 2018. -- Capital spending reflects company guidance of approximately $1.2 billion in 2019. During the 2020-2022 forecast period, Fitch estimated capital intensity in the 13.8% to 13.9% range, with the absolute amount declining with the sale of the operations in the Northwest. -- Cash taxes are expected to be nominal in 2019-2022. Fitch assumes that the company is able to use NOLs to offset taxes that may be due on the asset sale. -- The forecast does not include an assumption regarding a restructuring, and reflects scheduled debt repayments through cash flow and the application of the asset sale proceeds from the sale of the Northwest operations. Proceeds of approximately $1.3 billion are used to reduce debt on an assumed close date of July 1, 2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- A positive action is unlikely as a successful negotiation with noteholders around debt restructuring is likely to lead to a distressed debt exchange. Thereafter, positive actions could result from successful execution of its business transformation plan, such that the company demonstrates stabile revenue and EBITDA trends. Additionally, FCF margins sustained in the mid to high single digits. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A downgrade to 'RD' could result from a distressed debt exchange, and a downgrade to 'D' will result from a failure to negotiate an agreement with noteholders that results in a bankruptcy filing. LIQUIDITY AND DEBT STRUCTURE Refinancing Plans and Activities: Frontier's liquidity position was adequate as of Sept. 30, 2019, supported by $683 million of cash; Frontier had drawn $749 million on its $850 million RCF, and LOCs use the remainder of the RCF's capacity. Fitch's prior base case expected Frontier would generate positive FCF during 2020. FUELCELL ENERGY: Incurs $40.2 Million Net Loss in First Quarter --------------------------------------------------------------- FuelCell Energy, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $40.15 million on $16.26 million of total revenues for the three months ended Jan. 31, 2020, compared to a net loss attributable to common stockholders of $17.55 million on $17.78 million of total revenues for the three months ended Jan. 31, 2019. "Our accomplishments in the quarter were a manifestation of our successful execution in a number of areas, including an increase in revenue over the fourth quarter of fiscal 2019, and our continued focus on effective management of operating expenses, while continuing to deliver on project build-out and improvements in our balance sheet and cash on hand," said Jason Few, president and CEO. Mr. Few continued, "These results clearly reflect the overall momentum of FuelCell Energy's turnaround. As I noted during our fourth quarter earnings call, while we continue to strengthen and grow, we have begun to shift our focus to a longer-term view, where our business model and our differentiated energy platforms create significant opportunities to add revenue and earnings as we build on our business development capabilities." First quarter revenue of $16.3 million represents a decrease of 9% and reflects a decrease in Service and License revenues, partially offset by increased Generation and Advanced Technologies contract revenues. * Generation revenues increased by 268% to $5.4 million from $1.5 million, as a result of additional revenue recorded for the power purchase agreement ("PPA") associated with the Bridgeport Fuel Cell Park project, which was acquired in 2019. * Advanced Technologies contract revenues increased by 15% to $5.2 million from $4.5 million primarily due to the addition of the Company's Joint Development Agreement with ExxonMobil Research and Engineering Company. The balance of the Advanced Technologies contract revenues in the first quarter of fiscal 2020 relates to the continued development of the Company's solid oxide platform as it prepares to deliver electrolysis and long-duration hydrogen-based energy storage platforms. * Service and License revenues decreased by 52% to $5.6 million from $11.8 million. Revenue recognized in the first quarter primarily includes license revenues of $4 million associated with the Company's Joint Development Agreement with EMRE, with the balance representing contracted service revenue. The decrease was primarily due to the fact that there was no module replacement activity during the quarter. Gross profit for the first fiscal quarter of 2020 totaled $3.3 million, compared to a loss of $(2.2) million in the comparable prior-year quarter. Results for the first fiscal quarter of 2020 benefitted from the Company's restructuring initiative in 2019, which resulted in lower manufacturing costs, contributions from the Company's larger generation fleet (related to the acquisition of the Bridgeport Fuel Cell Park project), and the license revenue recognized in the quarter. Operating expenses for the first fiscal quarter of 2020 decreased by 51% to $6.4 million, compared to $13.0 million in the first fiscal quarter of 2019. Research and development expenses of $1.2 million and Administrative and Selling expenses of $5.3 million reflect lower headcount and overhead as a result of restructuring activities during fiscal 2019 and an increased allocation of efforts to revenue producing activity. Administrative and Selling expenses also benefited from a legal settlement of $2.2 million received during the quarter. Loss from operations improved to $(3.1) million in the first fiscal quarter of 2020 when compared to loss from operations of $(15.2) million in the first fiscal quarter of 2019. "We have made significant progress over the last 9 months in improving the operational effectiveness and financial health of the company. During the same time, we have also been laying the foundation for marketplace success through improvements to our sales and marketing capabilities and to our energy platform offerings. As a result, we believe that FuelCell Energy is increasingly viewed as an industry leader delivering innovation and is well positioned for the global transition to more sustainable energy solutions, as supported by a robust sales pipeline, to deliver growth for the company," said Jason Few. Few also noted, "We are confident that we are on the right path to deliver value for all our stakeholders, which is a testament to the efforts of the FuelCell Energy team who work tirelessly to deliver these results while staying true to our purpose of enabling a world empowered by clean energy. We believe that our clean, always on energy platforms enable our customers to continue to enjoy the benefits of clean energy without sacrificing the reliability and stability of the grid or changing the way they live." Adjusted EBITDA totaled $(0.2) million in the first fiscal quarter of 2020, compared to Adjusted EBITDA of $(12.1) million in the first fiscal quarter of 2019. The net loss per share attributable to common stockholders in the first fiscal quarter of 2020 was $(0.20), compared to $(3.97) in the first fiscal quarter of 2019. The lower net loss per common share is due to higher weighted average shares outstanding due to share issuances since Jan. 31, 2019. The net loss per share in the first quarter of fiscal 2020 includes the change in the fair value of the liability associated with the warrants issued to the lenders under our credit agreement with Orion Energy Partners Investment Agent, LLC and its affiliated lenders of $34.2 million, accounting for approximately a $(0.17) per share impact on the reported net loss per share. The net loss per share attributable to common stockholders in the quarter ended Jan. 31, 2019 included a deemed dividend totaling $0.5 million and redemption value adjustments of $8.6 million on the Company's Series C Convertible Preferred Stock, as well as a deemed dividend of $1.9 million and $3.8 million of redemption accretion on the Company's Series D Convertible Preferred Stock. "Lastly, I would be remiss if I didn't discuss the Coronavirus as it relates to our team members, suppliers and business overall," added Few. "We remain vigilant and are taking precautions to help our team members remain safe and are monitoring supply lines and the potential impact of the coronavirus on our operations. In addition, we are complying and will continue to comply with all state, federal and international government rules and regulations that dictate how we must respond to the virus." Cash and cash equivalents and restricted cash and cash equivalents totaled $73.9 million as of Jan. 31, 2020 compared to $39.8 million as of Oct. 31, 2019. As of Jan. 31, 2020, restricted cash and cash equivalents was $35.7 million, of which $8.2 million was classified as current and $27.5 million was classified as non-current, compared to $30.3 million of total restricted cash and cash equivalents as of Oct. 31, 2019, of which $3.5 million was classified as current and $26.9 million was classified as non-current. Net cash provided by financing activities was $49.0 million during the three months ended Jan. 31, 2020, resulting from the receipt of $65.5 million of debt proceeds from the Company's credit facility with Orion Energy Partners Investment Agent, LLC and its affiliated lenders, net of a debt discount of $1.6 million, and $3.0 million of debt proceeds from Connecticut Green Bank and common stock sales of $3.5 million, offset by debt repayment of $15.5 million, the payment of deferred financing costs of $2.5 million, and the payment of preferred dividends and return of capital of $3.4 million. As of Jan. 31, 2020, FuelCell had $391.40 million in total assets, $266.96 million in total liabilities, $59.85 million in redeemable series B preferred stock, and $64.58 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/zWsyQv About FuelCell Energy FuelCell Energy, Inc. -- http://www.fuelcellenergy.com/-- designs, manufactures, undertakes project development of, installs, operates and maintains megawatt-scale fuel cell systems, serving utilities and industrial and large municipal power users with solutions that include both utility-scale and on-site power generation, carbon capture, local hydrogen production for transportation and industry, and long duration energy storage. Fuelcell reported a net loss attributable to common stockholders of $100.25 million for the year ended Oct. 31, 2019, a net loss attributable to common stockholders of $62.17 million for the year ended Oct. 31, 2018, and a net loss attributable to common stockholders of $57.10 million for the year ended Oct. 31, 2017. GABRIEL INVESTMENT: Gunn Buying 16 Vehicles for $62K ---------------------------------------------------- Gabriel Investment Group, Inc. and affiliates ask the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the following 16 vehicles to Gunn Automotive Group for $62,000: GMC Yukon, VIN 1GKEC13V72R185015; Ford E350, VIN 1FTSE34LX4HA19923; Ford E-250, VIN FTNE24W15HA29744; Ford E-250, VIN 1FTNE24W56HA75367; Ford E-250, VIN 1FTNE24W36HA75366; Ford E-250, VIN 1FTNE24W48DA64242; Ford F-150 Pickup, VIN 1FTRW12W28FA15265; Honda Accord, VIN JHMCP264780060459; Ford E-250, VIN 1FTNE24L5QDA72891; Ford VN, VIN 1FTNE2EWOADA35387; Ford VN, VIN 1FTNE2EW4ADA42035; Ford E-250, VIN 1FTNE2EWOBDA59464; Ford T-250, VIN 1FTNRlZM9FKA34538; Ford T-250, VIN 1FTYR1ZM5GKA86683; Ford T-250, VIN 1FTYR1ZM4HKA77720; and Ford T-250, VIN 1FTYR1ZM9HKA92049. Gabriel's has sought bankruptcy protection to reorganize its business model and return to profitability. Prior to the Petition Date, Gabriel’s ceased its wholesale operations. As part of these Bankruptcy Cases, Gabriel's intends to close the unprofitable locations while focusing on those locations that have been high-performing for it throughout its history. Gabriel's will also work with its creditors to propose a plan of reorganization that will allow it to pay its creditors in full while preserving the positive cash flow that is so critical to continued operation of the package stores. The Debtors possess 16 vehicles not necessary for reorganization. They ask to sell the Vehicles in order to maximize payment to creditors. They requested that Gunn Automotive Group prepare its Offer to Purchase to purchase the Vehicles. Exhibit B contains an itemized value of each Vehicle associated with the sale. By the Motion, the Debtors ask entry of an order authorizing them to sell the Vehicles free and clear of any liens, claims, and interests to Gunn, with any liens, claims, and interests attaching to the sale proceeds. Finally, they ask that the Court waives the requirements of Rule 6004(h). There should be no additional delay in selling the Vehicles, as it will bring in funds critical to the payment of creditors. A copy of the Offer is available at https://tinyurl.com/styrc7m from PacerMonitor.com free of charge. About Gabriel Investment Group Gabriel Investment Group, Inc., founded in 1948, operates a chain of package stores that sell wines, liquors, and beers. As of the petition date, Gabriel operates 15 package store locations as Gabriel's Liquor and 30 package store locations as Don's & Ben's Liquor. Gabriel Investment Group sought relief under Chapter 11 of the Bankruptcy Code (Bank. W.D. Tex. Lead Case No. 19-52298) on Sept. 27, 2019 in San Antonio Texas. The other debtor affiliates are: Don's & Ben's Inc. (Bankr. W.D. Tex. 19-52299); Gabriel Holdings, LLC (Bankr. W.D. Tex. 19-52300); SA Discount Liquors, Inc. (Bankr. W.D. Tex. 19-52301); and Gabriel GP, Inc. (Bankr. W.D. Tex. 19-52302). In the petitions signed by Inez Cindy Gabriel, president, the Debtors were estimated to have assets at $1 million to $10 million and liabilities within the same range. Judge Ronald B. King oversees the cases. The Debtors tapped Pulman Cappuccio & Pullen, LLP as legal counsel. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 21, 2019. The committee is represented by Muller Smeberg, PLLC. GRAY LAND & LIVESTOCK: May Use Cash Collateral on Interim Basis --------------------------------------------------------------- Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington authorized Gray Land & Livestock, LLC to use the cash collateral, including crop proceeds, to pay the amounts described in the budget. During the Interim Cash Collateral Period, the Debtor will provide to Columbia Bank, Husch & Husch and the U.S. Trustee a weekly report describing: (a) the expenses paid by the Debtors during the preceding week on a cash basis; and (b) a comparison of the actual expenses paid to the expenses estimated by the Emergency Budget for such period. Columbia Bank and Husch & Husch are granted, effective and perfected as of the Petition Date, a valid and perfected replacement lien on the following: * all of the Debtor's 2020 crops, whether growing or to be grown; * any government payments received or to be received by the Debtor related to the 2020 crops; * all insurance claims and insurance recoveries related to the Debtor's 2020 crops, specifically including, but not limited to, the Debtor's right to receive payments from the Federal Crop Insurance Corporation; * all of the real property owned by the Debtor, specifically including real property that is free and clear of encumbrances; and * all of the Debtor's interest in that certain lease between Rick Gray, as lessee and Tom & Lynda Gray as Lessee, which Tom Gray Lease was assigned to the Debtor. The Replacement Liens will secure any diminution in value of the cash collateral including those resulting from: (a) the Debtor's 2020 income being less than is projected in the Budget; and (b) the Debtor's 2020 expenses being greater than those projected in the Emergency Budget. To the extent that the adequate protection measures or other measures the Court may order fail to provide adequate protection for the interests of Columbia Bank and/or Husch & Husch in the cash collateral, Columbia Bank and Husch & Husch will have super-priority claims under 11 U.S.C. section 507(b). The Debtor is also required to file its 2017 and 2018 income tax returns no later than April 15, 2020 with copies of the tax returns provided to Columbia Bank, Husch & Husch and the U.S. Trustee. About Gray Land & Livestock Gray Land & Livestock is a privately held company that operates in the animal food manufacturing industry. Gray Land & Livestock sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-00467) on Feb. 28, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Frederick P. Corbit. The Debtor tapped Bailey & Busey LLC as its legal counsel. GREENPOINT TACTICAL: Court Junks Settlement Agreement with Hallick ------------------------------------------------------------------ Chief Bankruptcy Judge G. Michael Halfenger issued an order granting Debtors Greenpoint Tactical Income Fund LLC and GP Rare Earth Trading Account LLC's motion to reject a settlement agreement with Erick J. Hallick. The Debtors moved to reject a settlement agreement with Hallick under section 365(a) of the Bankruptcy Code. Section 365(a) provides, ignoring inapplicable exceptions, that "the trustee, subject to the court's approval, may assume or reject any executory contract or unexpired lease of the debtor." As debtors in possession, the debtors "have all the rights . . . and powers . . . of a trustee", again ignoring inapplicable exceptions, so may reject executory contracts under section 365(a). Hallick opposed the motion. He argued that the settlement agreement is not an executory contract to which section365(a) applies. To determine "the significance of the remaining obligations under a contract" a court looks to the nonbankruptcy law that governs it. The settlement agreement, which resolved litigation pending in a Wisconsin court, expressly provides that it is "governed by the law of the State of Wisconsin." In deciding on the issue, Judge Halfenfenger determined whether the debtors and Hallick have unperformed obligations under the settlement agreement and, if so, whether the failure to perform those obligations constitutes a material breach of that agreement. No one contests that the debtors have unperformed material obligations under the settlement agreement, according to Judge Halfenfenger. In executing the agreement, the debtors (and others) principally agreed that they would pay Hallick a total of $14 million by July 21, 2019, and that, if they did not timely pay him, Hallick would be entitled to take possession of gems or mineral assets, or both, of Greenpoint Tactical Income Fund worth $15 million, less any amounts they had paid him under the agreement. The debtors have not paid Hallick or distributed sufficient assets to him to satisfy the terms of the settlement agreement, so their material obligations under the agreement remain unperformed. Meanwhile, the agreement requires Hallick, "[u]pon full satisfaction of [its] terms", to "assign and transfer all of his ownership interests in each of the Greenpoint Funds back to each respective Fund." The transfer of Hallick's interests in the funds is undoubtedly an essential object of the agreement: as Hallick explains, the litigation that the agreement resolved arose after Hallick tried (and failed) to liquidate his interests in the funds. And, had Hallick announced that, even upon full satisfaction of the agreement's terms, he would not transfer his interests in the funds, his anticipatory breach would have justified the other parties, including the debtors, in refusing to pay him or otherwise perform. Accordingly, Hallick's obligation to transfer his interests in the funds upon satisfaction of the agreement's terms is a material obligation under the agreement. That obligation, like the debtors' material obligations under the agreement, remains unperformed. Hallick argues that, under the doctrine of equitable conversion, the transfer of his interests in the funds is "a mere formality" and his obligation to transfer those interests is not "the kind of significant legal obligation that would render the Settlement Agreement an executory contract." Judge Halfenfenger says Hallick's argument fails from the start because the doctrine of equitable conversion does not apply here. Applying the doctrine in a case, like this one, that involves no realty -- and, thus, no potentially thwarted attempt or intent to devise, sell, or otherwise transfer real property -- requires giving the doctrine an indefinitely expansive applicability clearly contrary to its nature and Wisconsin case law. Even if the doctrine of equitable conversion applied more broadly, by analogy to land-sale contracts, as Hallick suggests, it would not apply here, according to Judge Halfenfenger. The doctrine applies, as a matter of "land contract law," because under "an ordinary land contract", while "the vendor holds legal title to the property," the vendee is generally "regarded as the real owner" and "has full rights over the land from the date of the contract."The vendor is deemed to hold the title "in trust for the vendee, subject to the payment of the purchase money."The agreement at issue here is not comparable to such a contract: it does not effectuate or even require, Hallick's surrender of his rights as an owner of the funds, except upon full satisfaction of the agreement's terms by the other parties, including the debtors, and it does not provide, or even suggest, that Hallick retains his interests in the funds merely as security for the distribution of cash or assets under the agreement. The bankruptcy case is in re: Greenpoint Tactical Income Fund LLC, and GP Rare Earth Trading Account LLC, Chapter 11, Jointly Administered Debtors, Case Nos. 19-29613-gmh, 19-29617-gmh, Jointly Administered Under Case No. 19-29613 (Bankr. E.D. Wis.). A copy of the Court's Order dated Feb. 21, 2020 is available at https://bit.ly/382uatq from Leagle.com. Greenpoint Tactical Income Fund LLC, Debtor, represented by Claire Ann Richman -- Crichman@Steinhilberswanson.com -- Steinhilber Swanson LLP, Eliza M. Reyes -- Ereyes@Steinhilberswanson.com -- Steinhilber Swanson LLP & Michael P. Richman, Steinhilber Swanson LLP. Office of the U. S. Trustee, U.S. Trustee, represented by Laura D. Steele, Office of the U.S. Trustee. About Greenpoint Tactical Income Fund Greenpoint Tactical Income Fund LLC is a private investment fund headquartered in Madison, Wis. GP Rare Earth Trading Account LLC is a wholly-owned subsidiary of Greenpoint Tactical Income Fund. Greenpoint Tactical Income Fund and GP Rare Earth sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Lead Case No. 19-29613) on Oct. 4, 2019. At the time of filing, the Debtors each had estimated assets of between $100 million and $500 million and liabilities of between $10 million and $50 million. Judge G. Michael Halfenger oversees the cases. The Debtors tapped Michael P. Richman, Esq., at Steinhilber Swanson LLP, as their legal counsel; and MorrisAnderson & Associates Ltd. as their accountant and financial advisor. The Office of the U.S. Trustee appointed a committee of equity security holders in Greenpoint Tactical Income Fund's bankruptcy case on Dec. 5, 2019. GREENSBURG CONCRETE: Plan Filing Deadline Extended to May 31 ------------------------------------------------------------ Judge Thomas Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended to May 31 the deadline for Greensburg Concrete Block Company to file its Chapter 11 plan and disclosure statement. About Greensburg Concrete Block Co. Greensburg Concrete Block Company, a ready mixed concrete supplier in Greensburg, Pa., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23527) on Sept. 6, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of $1 million and $10 million. Judge Thomas P. Agresti oversees the case. The Debtor is represented by Mahady & Mahady. No official committee of unsecured creditors has been appointed in the Debtor's bankruptcy case. HAWAIIAN HOLDINGS: Moody's Puts Ba3 CFR on Review for Downgrade --------------------------------------------------------------- Moody's Investors Service placed its debt ratings of Hawaiian Holdings, Inc. and its subsidiary Hawaiian Airlines, Inc., including the Ba3 corporate family rating and the only instrument Moody's rates, Hawaiian's Series 2013-1 Enhanced Equipment Trust Certificates, on review for downgrade. The speculative grade liquidity rating was downgraded to SGL-3 from SGL-1. The rapid and widening spread of the coronavirus outbreak, the deteriorating global economic outlook, falling oil prices and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The passenger airline sector has been one of the sectors most significantly affected by the shock given its exposure to travel restrictions and sensitivity to consumer demand and sentiment. More specifically, Hawaiian is left vulnerable to shifts in market sentiment in these unprecedented operating conditions, and the company remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The actions reflect the impact on Hawaiian of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. In its review for downgrade, Moody's considers that the coronavirus will significantly curtail US domestic and global demand for air travel through at least June. For now, Moody's assumes a measured pace of recovery in demand commencing in the third quarter. Moody's anticipates that the accelerating incidence of the coronavirus across the US will lead to further capacity reductions across the industry and, potentially, a temporary restriction on passenger air services, both domestically and to and from additional foreign countries. Moody's current assumption is that domestic industry capacity in the US is cut by 50% in the second quarter and by 25% in the third quarter versus the respective quarters in 2019. For the three US global carriers and Hawaiian, Moody's assumes capacity on international routes will shrink by 90% or more in the second quarter and a slower recovery than for domestic traffic following the virus' decline. Moody's assumes Hawaiian's full year capacity would reduce by at least 20%. However, there are high risks of more challenging downside scenarios and the severity and duration of the pandemic and travel restrictions are uncertain. In its review, Moody's will consider (i) the sufficiency of the Hawaiian's liquidity profile and actions the company will take to bolster its liquidity; (ii) its ability to timely and, in what magnitude, aggressively reduce expenses and capital investments to reduce cash outflows as new booking levels recede; (iii) evolving market conditions, including demand patterns and responsive additional capacity cuts; (iv) the potential for and types of support the US government might provide to the US airlines; and (v) the potential to timely restore its credit metrics and sustain a strong cash buffer following the coronavirus, both of which will require prioritization of debt reduction over share repurchases. LIQUIDITY Moody's considers Hawaiian's liquidity to be adequate, resulting in the downgrade of the speculative grade liquidity rating to SGL-3. The company ended 2019 with $619 million of cash and an undrawn $235 million revolving credit facility that requires 1x collateral coverage and minimum liquidity (cash + revolver availability) of $300 million to borrow. Annual debt maturities (debt and finance lease obligations) including interest range between $70 million and $100 million in each of 2020 and 2021. Moody's estimates the company could raise upwards of $1 billion in cash if it pledged all of its unencumbered aircraft, including some A321s, A330s and 717s, and its entire ATR turbo prop fleet. RATINGS RATIONALE The Ba3 corporate family rating balances Hawaiian's modest financial leverage against its niche model providing passenger air service anchored in the State of Hawaii. The company has a record of solid operating performance and focused debt reduction in recent years, sustaining debt-to-EBITDA below 2.4x between 2016 and 2019. Recent financial performance has been pressured by Southwest Airlines' entry into the US West Coast to Hawaii and inter-island market. The competitive intensity will continue when the restoration of normal flight schedules occurs. The ratings could be downgraded if Moody's believes the impact of the coronavirus will lead to a steeper and longer decline in passenger demand and weaker credit metrics. A shutdown of US domestic airspace could lead to a downgrade, as would aggregate liquidity approaching $450 million. Additional downward ratings pressure would result from (i) a longer-running decline in passenger bookings beyond the second quarter of 2020, or a slower pace of recovery as a result of the coronavirus outbreak, particularly if not matched by further additional sources of liquidity; (ii) greater liquidity pressure from an inability to remove costs and cut capital spending; and/or (iii) if there are clear expectations that Hawaiian will not be able to timely restore its financial profile once the virus recedes (for example, if debt-to-EBITDA approaches 4.5x, FFO plus interest-to-interest falls below 4.5x or retained cash flow-to-debt drops below 20%). There will be no upwards pressure on the ratings until after passenger demand returns to pre-coronavirus levels, Hawaiian maintains liquidity above $800 million, and key credit metrics improve such as EBITDA margins above 25%, debt-to-EBITDA is sustained below 2.5x and retained cash flow-to-debt exceeds 25% while the company takes delivery of the 787s on order in upcoming years. The methodologies used in these ratings were Passenger Airline Industry published in April 2018 and Enhanced Equipment Trust and Equipment Trust Certificates published in July 2018. Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. is the holding company parent of Hawaiian Airlines, Inc., Hawaii's biggest and longest-serving airline. Hawaiian offers non-stop service to Hawaii from 13 US gateway cities, along with service from Japan, South Korea, Australia, New Zealand, American Samoa and Tahiti. Hawaiian also provides approximately 170 jet flights daily between the Hawaiian Islands, with a total of almost 260 daily flights systemwide. The company reported revenue of $2.8 billion for the year ended December 31, 2019. Downgrades: Issuer: Hawaiian Holdings, Inc. Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-1 On Review for Downgrade: Issuer: Hawaiian Airlines, Inc. Senior Secured Enhanced Equipment Trust, Series 2013-1 Class B, Placed on Review for Downgrade, currently Ba2 Senior Secured Enhanced Equipment Trust, Series 2013-1 Class A, Placed on Review for Downgrade, currently Baa1 Issuer: Hawaiian Holdings, Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD Outlook Actions: Issuer: Hawaiian Airlines, Inc. Outlook, Changed To Rating Under Review From Stable Issuer: Hawaiian Holdings, Inc. Outlook, Changed To Rating Under Review From Stable HCC CATERERS: Wants to Maintain Plan Exclusivity Through July 15 ---------------------------------------------------------------- HCC Caterers Inc. and Ripe Inc. asked the U.S. Bankruptcy Court for the Southern District of New York to extend to July 15 the period during which only the companies can file a Chapter 11 plan and solicit acceptances for the plan. The companies need more time to negotiate with their creditors for a resolution of claims. In addition, the companies are currently marketing some of their real properties for the benefit of creditors. About HCC Caterers, Inc. and Ripe, Inc. HCC Caterers Inc. offers catering for events, in-home functions or just about any occasion, and operates X2O, a restaurant serving French and Asian-Fusion cuisine located at 71 Water Grant St., Yonkers, N.Y. Ripe, Inc. owns and operates Restaurant X, a country location serving classic American cuisine. Both companies are owned and operated as part of the Xaviars Restaurant Group, headed by Peter Kelly. HCC and Ripe sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23634) on Sept. 12, 2019. Both estimated assets of less than $50,000 and debts of less than $10 million at the time of the filing. Judge Robert D. Drain oversees both cases. Ugell Law Firm P.C. was initially hired to serve as the Debtors' legal counsel. The Debtors later hired Kirby Aisner & Curley LLP as substitute counsel. HELIX ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to B- -------------------------------------------------------------- Egan-Jones Ratings Company, on March 11, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Helix Energy Solutions Group Incorporated to B- from B. Helix Energy Solutions Inc., known as Cal Dive International prior to 2006, is an American oil and gas services company headquartered in Houston, Texas. The company is a global provider of offshore services in well intervention and ROV operations of new and existing oil and gas fields. HIGH SIERRA THEATRES: Allowed to Use Cash Collateral Until April 30 ------------------------------------------------------------------- Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the District of New Mexico inked his approval to a Stipulated Order authorizing High Sierra Theatres LLC to use cash collateral in order to operate its business from March 1 through April 30, 2020. U.S. Bank and First Home Bank will continue to have a security interest in, and the Debtor's obligations to these creditors will be secured by, a security interest in all assets of the same types of property in which they had a lien or security interest, including any newly acquired cash and receivables of the Debtor. As adequate protection for the use of cash collateral, the Debtor will: A. Maintain accurate records of operating revenues and expenses, and will provide such information to either creditor upon reasonable written request, B. Maintain insurance as required by the U.S. Trustee, and C. Make all post petition regular note payments to US Bank and to First Home Bank. About High Sierra Theatres Founded in 2012, High Sierra Theatres is an owner/operator/management company that was formed by Thomas Becker and Nick Sanchez. Both partners have extensive experience in the motion picture exhibition industry, having over 65 years combined experience. High Sierra Theatres filed a voluntary Chapter 11 bankruptcy petition (Bankr. D.N.M. Case No. 19-12680) on Nov. 22, 2019. In the petition signed by Thomas Becker, managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Michael K. Daniels, Esq., is the Debtor's counsel. HILL TOP: Case Dismissed After Forbearance Deal with Creditor ------------------------------------------------------------- At the behest of Hill Top Real Estate, LLC, the U.S. Bankruptcy Court in Sacramento, California dismissed the Chapter 11 case. The Debtor filed the Chapter 11 case to halt a foreclosure sale of its property. Stonebriar, the foreclosing secured creditor, and the Debtor have reached a tentative agreement whereby Stonebriar would forebear from foreclosing on the Property for 120 days while Stonebriar if the Case is dismissed. During the Forbearance Period, the Debtor and the other necessary and related medical practices and entities all of which constitute what is termed the "V5 Medical Campus" to negotiate a tentative agreement that would involve Stonebriar and other investors to advance additional funds to fund the successful completion of the V5 Medical Campus. The tentative Stonebriar agreement to advance additional funds is also conditioned on the dismissal of the Case. The Debtor's schedules describe more than one million in unsecured debt, claims that will almost assuredly not be paid but for the successful completion and operation of the V5 Medical Campus. As such, the Debtor strongly believes that it is in the best interest of creditors and parties-in-interest to dismiss the present case and use the Forbearance Period to put together a global resolution of all the issues facing the Debtor and the other entities and creditors involved in the V5 Medical Campus development. * * * David Carter, the proposed Chief Restructuring Officer for Hill Top Real Estate, LLC, a California limited liability company, filed a supplemental declaration in response to the Bankruptcy Court's order to appear and show cause why a patient care ombudsman should not be appointed in the Debtor's case. Mr. Carter says: 1. The State of the Art Scanning and IT Equipment defined in his Original declaration is not currently use; and before its use, further employee training and certifications are required; and 2. The employees being certified are not employed by the Debtor but by one of the physician practices. As previously reported by the Troubled Company Reporter, Mr. Carter advised the Court that appointment of an ombudsman will not be beneficial in the Debtor's case. Mr. Carter said he has been working for the past eight months as a consultant for Elevation Physicians, and part of his duties involved assisting with the development of the so-called V5 Medical Campus. Mr. Carter explained that the Debtor owns real property located at 1050 Iron Point Road, Folsom, California, which ultimately will house six different inter-related medical practices: a. An existing Family Practice and Sports Medicine group, which is operated by Dr. Hill, the Manager of the Debtor; b. An Emergent Care practice that can provide medical care and advance diagnostic testing throughout the day and evening -- without the wait or expense of an emergency room; c. An existing movement and cognition lab that provides state-of-the-art metabolic, strength and agility testing to help prevent and manage disease; d. An existing full-service pharmacy; e. A full-service imaging center that will feature state-of-the-art MRI, X-ray, ultrasound, low radiation CT and DEXA scans and integrated IT equipment; f. An on-site blood lab that will offer full-spectrum analysis and results of tests while the patient waits. The Debtor plans to house all six of these practices at its real property called the "V5 Medical Campus." The Debtor's concept is to house the six inter-related medical practices at the Property, which will enable the provision of testing and scanning services to patients at a fraction of the cost for such services at a full-service hospital. The vision for the V5 Medical Campus is to design and develop the Debtor's Property so that patients can obtain multiple necessary and life-saving services in one visit. The Debtor itself had, and in the future will have no patients and no medical records. The medical practices will provide all patient treatment. Additionally, there is nor will there be any overnight housing for patients of any of the medical practices at the Property. According to Mr. Carter, the reason "Health Care" company designation for the Debtor appeared appropriate is the Debtor's key role in developing the V5 Medical Campus, and particularly the crucial role of the ownership of the State-of-Art Scanning and Medical IT Equipment. He said the Debtor is essentially a landlord of the Property plus the owner of more than $3,400,000 of State-of-Art Scanning and IT Equipment that will be leased or sold to a radiology group and/or other practices. With the dismissal of the case, the Court has not ruled on the PCO matter. About Hill Top Real Estate Based in Folsom, California, Hill Top Real Estate, LLC is a privately held company that owns and operates an outpatient care center. It filed for Chapter 11 bankruptcy (Bankr. E.D. Calif., Case No. 19-27845) on December 20, 2019. The Hon. Fredrick E. Clement presides over the case. Lawyers at Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP, serve as counsel to the Debtor. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Jeffrey Von Hill, DO PA, the Debtor's manager. HOTEL OXYGEN: Wants to Maintain Exclusivity to Continue Plan Talks ------------------------------------------------------------------ Hotel Oxygen Midtown I, LLC and its affiliates asked the U.S. Bankruptcy Court for the District of Arizona for a 120-day extension of the periods during which only the companies can file and solicit acceptances for their Chapter 11 plan. The requested extension, if granted, will provide the Debtors ample time to continue its ongoing negotiations with multiple buyers, and ultimately come to terms with the prospective buyers for the purchase of one or more of the Debtors' hotel properties -- the core of the Debtors' reorganization plan. Each sale involves the acquisition of large multimillion-dollar hotels with multiple prospective purchasers, the negotiations have many moving parts and are still ongoing. In addition, while attempting to negotiate these sales, the Debtors have been faced with an attempt by their landlord, Talisker Second Osborn, LLC to lift the automatic stay and repossess HOMS hotel. About Hotel Oxygen Midtown I Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC, are affiliate companies which operate hotels in Phoenix, Ariz. The companies are wholly owned subsidiaries of Oxygen Hospitality Group, Inc., an owner-operator hospitality company that acquires, renovates and manages a portfolio of mid-to upper scale branded and independent hotel assets in the U.S. Founded in 2017, Oxygen Hospitality is privately held and is headquartered in Phoenix, Ariz. Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel Company, LLC, filed Chapter 11 petitions (Bankr. D.Ariz. Lead Case No. 19-14399) on Nov. 12, 2019. In the petitions signed by David Valade, chief financial officer, Hotel Oxygen Midtown was estimated to have assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant Law, PLC, is the Debtors' legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Dickinson Wright PLLC. HVI CAT CANYON: Trustee Hires Reetz Fox as Special Counsel ---------------------------------------------------------- Michael McConnell, the Chapter 11 trustee for HVI Cat Canyon, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire Reetz, Fox & Bartlett LLP as his special counsel. Reetz Fox will represent the trustee in a case styled United States of America v. HVI, District Court Case No. 2:11-cv-05097-FMO-SS. The case relates to the Debtor's alleged violations of the Clean Water Act, Oil Protection Act of 1990, California Water Code and California Fish and Game Code. The firm's hourly rates are: Randall Fox $465 Terry A. Bartlett $415 April M. Lavigne $350 Wiley G. Uretz $310 Diana B. Mercier $275 Outside Contract Attorney $250 - $600 Paralegal/Legal Assistant $120 - $180 Reetz Fox and its attorneys are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Randall Fox, Esq. Reetz, Fox &Bartlett LLP 116 E. Sola Street Santa Barbara, California 93101 Tel: (805) 965-0523 Fax: (805) 564-8675 About HVI Cat Canyon HVI Cat Canyon, Inc., is a privately held oil and gas extraction company based in New York. HVI Cat Canyon sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12417) on July 25, 2019. In the petition signed by Alex G. Dimitrijevic, president, the Debtor was estimated to have assets of between $100 million and $500 million and liabilities of the same range. On Aug. 28, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas. On Sept. 12, 2019, the case was transferred to the U.S. Bankruptcy Court for the Central District of California and was assigned a new case number (Case No. 19-11573). The Debtor tapped Weltman & Moskowitz, LLP as bankruptcy counsel; Epiq Bankruptcy Solutions, LLC as claims and noticing agent; and Cappello Global, LLC and Camden Financial Services as financial advisors. The Office of the U.S. Trustee appointed a committee of unsecured creditors in the Debtor's case. The committee tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel; Cole Schotz P.C. as local and conflict co-counsel; and Conway MacKenzie, Inc. as financial advisor. Michael A. McConnell was appointed as Chapter 11 trustee for the Debtor's bankruptcy estate. The trustee tapped Danning, Gill, Israel & Krasnoff, LLP as his legal counsel, and CR3 Partners, LLP as his restructuring and financial advisor. IDEANOMICS INC: Reports $97.6 Million Net Loss in 2019 ------------------------------------------------------ Ideanomics, Inc., filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common stockholders of $97.66 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $28.42 million for the year ended Dec. 31, 2018. Revenue for the year ended Dec. 31, 2019 was $44.6 million as compared to $377.7 million for the same period in 2018, and decrease of approximately $333.2 million, or 88%. This was due to the transition away from the oil trading and electronics trading business units, as Ideanomics' reorganized its business to focus on its Mobile Energy Global and Ideanomics Capital divisions. Ideanomics said, "The management team has taken important steps to focus our company on two transformative industries which we are confident will provide us with both near- and long-term revenues and the subsequent increase in shareholder value. Those two industries are Electric Vehicles (EV) and Financial Services. "The most significant development in 2019 was the formation of our MEG division. We believe that enabling commercial fleet operators to migrate from gasoline and diesel-powered vehicles into clean, energy-saving, electric vehicles affords Ideanomics and its MEG subsidiary with an opportunity to participate in a high-growth industry segment that offers the possibility of meaningful revenues. The commercial fleet segments MEG is focused on are Heavy Trucks, Buses & Coaches, Logistical Vans and Small Trucks, and Taxis. We believe these represent the major opportunities in commercial fleet transitioning to EV. "To help develop MEG for growth, we hired industry executives from the EV Automotive, Financial Services, EV Battery, and Electrical Energy Storage and Management industries to run our China operations, announced the MEG sales hub in the coastal port city of Qingdao, as well as partnerships with leading automotive and EV battery manufacturers, and of course energy partners including GCL, Three Gorges, and PetroChina. "In our MEG division we've built a diverse pipeline of orders and opportunities covering each of the 4 commercial vehicle segments, leveraging our team's network and the strategic partnerships and JVs we have established over the past 18 months. In addition to our direct sales, these partnerships help us source order flow directly from their fleet operator customers and have generated a consistent level of inbound inquiries. "This acquisition of commercial EV fleet customers provides us with opportunities to earn upfront revenues from vehicle procurement buying spreads and origination fees from financing services, and extends the customer life cycle through long-term, recurring, revenues from the consumption of electrical energy." Cost of revenues was $1.5 million for the year ended Dec. 31, 2019, as compared to $374.6 million for the year ended Dec. 31, 2018. The Company's cost of revenues declined by $373.1 million which is in line with its decrease in revenues. The Company's gross profit for the year ended Dec. 31, 2019 was approximately $43.1 million, as compared to $3.2 million during the same period in 2018. The Company's selling, general and administrative expense for the year ended Dec. 31, 2018 was $24.9 million as compared to $22.5 million for the same period in 2018, an increase of $2.4 million or 11%. Professional fees are generally related to public company reporting and governance expenses as well as legal fees related to business transition and expansion. The Company's professional fees increased approximately by $1.1 million, or 23%, for the year ended Dec. 31, 2019, compared with the same period in 2018. The increase was related to an increase in legal, valuation, audit and tax as well as fees associated with continuing to build out the Company's technology ecosystem and establishing strategic partnerships and M&A activity as part of this technology ecosystem. The Company's loss from operations increased by $42.4 million to $68.6 million for the year ended Dec. 31, 2019, from $26.2 million during 2018. This was due principally to the impairments of the Company's holdings of GTB cryptocurrency ,impairments related to buildings the Company demolished at Fintech Village and expenses related to the true-up of DBOT selling stockholders. Loss per share for 2019 was $0.82 as compared to $0.35 in 2018. As of Dec. 31, 2019, the company had cash of $2.6 million, total assets of $126.9 million, and total equity of $33.6 million. "The results for 2019 reflect the finalization of our business transformation and position us to focus on our core activities in EV and Financial Services from 2020 forward," said Alf Poor, CEO of Ideanomics. "The impairments taken in our 2019 financials are due to US GAAP accounting rules and reflect our decision to clear a path to profitability and growth which will see our resources fully focused on the near-term revenue opportunities in MEG and the strategic development of Ideanomics Capital. The fact that these are non-cash impairments, and the assets are still within the group and available to be sold or otherwise divested, means we have taken definitive decisions to ensure we are best-placed to grow our revenues and shareholder value from this point forward." As of Dec. 31, 2019, the Company had $126.94 million in total assets, $66.95 million in total liabilities, $1.26 million in convertible redeemable preferred stock, and $58.73 million in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 16, 2020 citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/GKSKwR About Ideanomics Ideanomics -- http://www.ideanomics.com/-- is a global company focused on facilitating the adoption of commercial electric vehicles and developing next generation financial services and Fintech products. Its electric vehicle division, Mobile Energy Global (MEG) provides financial services and incentives for commercial fleet operators, including group purchasing discounts and battery buy-back programs, in order to acquire large-scale customers with energy needs which are monetized through pre-paid electricity and EV charging offerings. Ideanomics Capital includes DBOT ATS and Intelligenta which provide innovative financial services solutions powered by AI and blockchain. MEG and Ideanomics Capital provide our global customers and partners with better efficiencies and technologies and greater access to global markets. The company is headquartered in New York, NY, and has offices in Beijing, China. Ideanomics received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on Jan. 10, 2020, indicating that the bid price for the Company's common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2). Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180 calendar day grace period, or until July 8, 2020, to regain compliance with the minimum bid price requirement. ILLINOIS VALLEY: Appointment of Equity Committee Sought ------------------------------------------------------- Equity security holders of Illinois Valley Golf Association asked the U.S. Bankruptcy Court for the District of Oregon to authorize the formation of a committee to represent equity security interest holders. In their motion, Robert and Cynthia Lewis also requested the appointment of Nora Trujillo to act as chairperson of the committee and that the chairperson be empowered to act as the sole representative of all equity interest holders; consent or withhold consent to the sale of the golf course; and vote on a plan of reorganization. Illinois Valley's primary asset is a 9-hole golf course in Josephine county. Its 1,000 shares of common stock are owned by approximately 600 different shareholders. The shareholders have golfing privileges and many act as volunteers. Several of these shareholders have expressed concern about the status of the golf course, according to the filing. About Illinois Valley Golf Association Illinois Valley Golf Association, Corp. -- http://www.ivgolfclub.com/-- owns and operates the Illinois Valley Golf Club, a semi-private golf course that opened in 1977. The I.V Golf Club measures 3049 yards from the longest tees. The course features two sets of tees for different skill levels. Illinois Valley Golf Association, Corp., based in Cave Junction, Ore., filed a Chapter 11 petition (Bankr. D. Ore. Case No. 20-60152) on Jan. 23, 2020. In the petition was signed by Jason Gill, president. In its petition, the Debtor disclosed $1,047,400 in assets and $369,152 in liabilities. The Hon. Thomas M. Renn oversees the case. Rodolfo A. Camacho, Esq., at Law Office of Camacho & Knutson, serves as the Debtor's bankruptcy counsel. IMERYS TALC: Needs More Time to Continue Plan Negotiations ---------------------------------------------------------- Imerys Talc America, Inc. and its debtor-affiliates asked the U.S. Bankruptcy Court for the District of Delaware to extend the companies' exclusivity period to file a Chapter 11 plan to June 5, 2020, and the period to solicit votes to Aug. 7, 2020. Since their Third Exclusivity Motion, the Debtors have continued to advance productive discussions and negotiations with the Official Committee of Tort Claimants ("TCC"), James L. Patton Jr. -- as the representative for future talc personal injury claimants ("FCR"), and other key parties in these Chapter 11 Cases. These efforts have entailed various meetings and correspondence regarding the formulation of a consensual chapter 11 plan and the implementation of a global settlement to resolve the Debtors' talc liabilities with the FCR, the TCC, and representatives of the Debtors' non-debtor affiliates. The parties continue to advance plan negotiations and intend to work with key parties to formalize an ultimate settlement into a consensual plan of reorganization that can be filed and proposed before the Court. The Debtors have also continued to manage a variety of litigation and negotiations with other third parties. The Debtors have attended and scheduled certain mediation sessions with third parties, including Cyprus related to the ongoing Adversary Proceeding. The Debtors intend to continue pursuing a resolution, via mediation or otherwise, with such third parties as is appropriate in the coming months. About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. IMPACT GLASS: Has Until May 8 to Exclusively File Chapter 11 Plan ----------------------------------------------------------------- Judge Scott Grossman of the U.S. Bankruptcy Court for the Southern District of Florida extended the periods during which only Impact Glass Services, LLC can file and solicit acceptances for a Chapter 11 plan to May 8 and June 22, respectively. About Impact Glass Services Impact Glass Services, LLC -- https://www.impactglassmiami.com/ -- specializes in commercial and residential glass services. It has been serving the glass needs for homeowners, condo associations, property managers, business owners and high-end construction companies of South Florida since 2009. Impact Glass Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22046) on Sept. 9, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge John K. Olson oversees the case. The Debtor is represented by the Law Offices of Richard R. Robles, P.A. INFINERA CORP: Egan-Jones Lowers Sr. Unsec. Ratings to CCC ---------------------------------------------------------- Egan-Jones Ratings Company, on March 12, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Infinera Corporation to CCC from CCC+. Infinera Corporation is a Sunnyvale, California-based vertically integrated manufacturer of Wavelength-division multiplexing-based packet-optical transmission equipment and IP transport technologies for the telecommunications service provider market. INTERNAP CORP: Enters Chapter 11 With Deal With Lenders ------------------------------------------------------- Internap Corporation (NASDAQ: INAP) on March 16, 2020, announced definitive steps through which it expects to significantly reduce debt and extend maturities, equipping INAP to generate the cash flows needed to grow the business and reinvest in its products and customers. To support this strengthening of its capital structure, INAP entered into a Restructuring Support Agreement (the "RSA") with an ad hoc lender group holding approximately 77% of its outstanding term loans. With support of the Ad Hoc Lender Group, INAP and each of its U.S. subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. "INAP has been exploring strategic alternatives and financial initiatives to best position the Company in an ever-evolving IT infrastructure landscape. After a thoughtful evaluation of all available options, today, we are taking decisive action to strengthen our capital structure," said Peter Aquino, Chairman and Chief Executive Officer, in a March 16 statement. "We expect to emerge quickly, financially stronger and well positioned to deliver our comprehensive portfolio of premium data center infrastructure, best-in-class cloud solutions and high-performance network services well into the future." The Ad Hoc Lender Group has committed to providing the Company with debtor-in-possession (DIP) financing of $75 million. This financing, combined with INAP's existing operating cash flows, will allow all of INAP's businesses to continue operating as usual and position the Company to drive future growth. The Company's Plan of Reorganization, which is under solicitation with lenders, anticipates INAP will emerge from this process expeditiously as a private company with a significantly improved strategic and financial position. "We appreciate the support we have received from our existing lender group, which underscores their belief in our business and commitment to its growth," added Michael Sicoli, President and Chief Financial Officer. "We look forward to working with them closely as we move ahead to invest in our business to meet the ever-growing demands of our customers and channel partners." The Company has filed customary motions that will allow it to maintain employee wage and benefit programs, customer programs and vendor payments for goods and services delivered in the ordinary course, all of which are typical in the Chapter 11 process and subject to Court approval. INAP expects these motions will be heard in the first few days of its case. Further, INAP has requested authority to pay all pre-petition trade payables in the ordinary course throughout the Chapter 11 process. INAP's non-U.S. subsidiaries, including iWeb Technologies, Internap Network Services U.K. Limited, Internap Network Services B.V., SingleHop B.V. and INAP Japan, are not part of the Company's Chapter 11 cases, but are expected to benefit from the Company's improved financial structure. Further information about the Company's Chapter 11 cases can be found at https://cases.primeclerk.com/inap or by calling (877) 720-6575. About Internap Corporation Internap Corporation (NASDAQ: INAP) -- http://www.INAP.com/-- is a provider of high-performance data center and cloud solutions with 100 network Points of Presence worldwide. INAP's full-spectrum portfolio of high-density colocation, managed cloud hosting and network solutions supports evolving IT infrastructure requirements for customers ranging from the Fortune 500 to emerging startups. INAP operates in 21 metropolitan markets, primarily in North America, with 14 INAP Data Center Flagships connected by a low-latency, high-capacity fiber network. On March 16, 2020 Internap Technology Solutions Inc. and 6 affiliated debtors, including INAP Corporation each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 20-22393. INAP is advised in this matter by FTI Consulting as restructuring advisor, Milbank LLP as legal counsel and Moelis & Company as financial advisor. Prime Clerk LLC is the claims agent. INTERNAP CORP: Unsecureds to Get 100% in Prepackaged Plan --------------------------------------------------------- Internap Corporation and its affiliates on March 16, 2020, filed Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York, White Plains Division, and filed a Prepackaged Plan with the Bankruptcy Court. On March 13, 2020, Internap and its affiliates Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc. and Internap Technology Solutions Inc. entered into a Restructuring Support Agreement (the "RSA") with holders of approximately 77% of the Company's outstanding term loans. As set forth in the RSA, including in the term sheet attached thereto, the INAP RSA Parties and Consenting Lenders have agreed to the principal terms of a proposed financial restructuring of the Company. The Restructuring is contemplated to be implemented through a prepackaged Chapter 11 plan of reorganization. On March 16, 2020, the Company filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code to effect the Plan. The RSA contemplates a comprehensive deleveraging of the Company's balance sheet. Specifically, the RSA and Term Sheet provide, in pertinent part, as follows: * The Company's general unsecured creditors will be paid in full in the ordinary course of business. * The Company will enter into debtor-in-possession financing structured as a delayed draw term loan (the "DIP Facility") providing for a limit of $75 million (including the $5 million refinancing of the New Incremental Loans). The DIP Facility will mature on the earliest of (i) six months from the date on which the Chapter 11 Cases are commenced (the "Petition Date"), (ii) the conversion or dismissal of the Chapter 11 Cases, (iii) the sale of substantially all of the assets of the Company, (iv) the acceleration of the DIP Facility in accordance with its terms and (v) the effective date of the Plan (the "Effective Date"). The DIP Facility will bear interest at LIBOR + 1000 basis points, payable in cash monthly. * The DIP Facility will convert into a priority exit facility (the "Priority Exit Facility") upon the Company's emergence from the Chapter 11 Cases. The Priority Exit Facility will have a 3-year maturity and bear interest at a rate of LIBOR + 1000 basis points payable in cash. * The Company will enter into a new term loan facility (the "New Term Loan Facility") on the Effective Date. The New Term Loan Facility will provide for term loans in the principal amount of $225 million, mature 5 years after the Effective Date and bear interest at a rate of LIBOR + 650 basis points, 300 basis points of which will be paid in cash and 350 basis points will be paid in kind; provided that, at the election of the INAP board of directors post-Effective Date, 200 basis points of the LIBOR + 300 basis points cash interest may be payment in kind. * The Company will use its commercially reasonable efforts to enter into a new $15 million senior secured first out working capital facility on the Effective Date. * The lenders under the Credit Agreement dated April 6, 2017 by and among INAP, as borrower, certain of its subsidiaries as guarantors, Jefferies Finance LLC as administrative and collateral agent and the other lenders thereto (as amended, the "Credit Agreement") will receive 100% of the new common stock initially issued by reorganized INAP post-Effective Date. * Holders of existing INAP common stock will receive warrants to purchase 10% of the new common stock of reorganized INAP (the "Warrants"); provided that such holders provide releases. The Warrants will have a strike price calculated to imply an equity value at which the holders of claims under the Credit Agreement recover their principal amount of indebtedness under the Credit Agreement plus prepetition interest on their allowed loan claims (plus amounts outstanding under the New Term Loan Facility). * On the Effective Date, up to 10% of the fully diluted common stock of reorganized INAP, in the form of restricted stock grants and/or options, shall be reserved for issuance pursuant to a management incentive plan, on terms to be determined by the INAP board of directors post-Effective Date. The RSA includes certain milestones for the progress of the Chapter 11 Cases, which include the dates by which the INAP RSA Parties are required to, among other things, obtain certain court orders and consummate the Restructuring. No assurance can be given that the Restructuring described in the RSA and the Term Sheet will be consummated. The Company has filed a motion with the Bankruptcy Court seeking joint administration of the Chapter 11 Cases under the caption In re Internap Technology Solutions Inc. et al. The Company will continue to operate its businesses as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Plan and requested first day relief anticipate that vendors and other unsecured creditors who continue to work with the Company on existing terms will be paid in full and in the ordinary course of business. About Internap Corporation Internap Corporation (NASDAQ: INAP) -- http://www.INAP.com/-- is a provider of high-performance data center and cloud solutions with 100 network Points of Presence worldwide. INAP's full-spectrum portfolio of high-density colocation, managed cloud hosting and network solutions supports evolving IT infrastructure requirements for customers ranging from the Fortune 500 to emerging startups. INAP operates in 21 metropolitan markets, primarily in North America, with 14 INAP Data Center Flagships connected by a low-latency, high-capacity fiber network. On March 16, 2020 Internap Technology Solutions Inc. and 6 affiliated debtors, including INAP Corporation each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 20-22393. INAP is advised in this matter by FTI Consulting as restructuring advisor, Milbank LLP as legal counsel and Moelis & Company as financial advisor. Prime Clerk LLC is the claims agent. INTERNAP TECHNOLOGY: Gibson Dunn Represents Term Lender Group ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Gibson, Dunn & Crutcher LLP submitted a verified statement to disclose that it is representing the Ad Hoc Term Lender Group in the Chapter 11 cases of Internap Technology Solutions Inc., et al. In January 2020, the members of the Ad Hoc Term Lender Group retained Gibson, Dunn & Crutcher LLP to represent them as counsel in connection with a potential restructuring of the outstanding debt obligations of the above-captioned debtors and certain of their subsidiaries and affiliates. Gibson Dunn represents (as the term is defined in Bankruptcy Rule 2019(a)(2)) the members of the Ad Hoc Term Loan Lender Group in their capacity as: (a) lenders under that certain Credit Agreement, dated as of April 6, 2017 by and among (i) Internap Corporation, as borrower, (ii) Jefferies Finance LLC, as administrative agent, and (iii) the guarantors thereunder, and iv) lenders party thereto; and (ii) lenders under the Debtors' proposed postpetition financing facility. Gibson Dunn does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Gibson Dunn does not represent the Ad Hoc Term Lender Group as a "committee" and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest, or other entity that has not signed a retention agreement with Gibson Dunn. In addition, the Ad Hoc Term Lender Group does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Upon information and belief formed after due inquiry, Gibson Dunn does not hold any disclosable economic interests (as that term is defined in Bankruptcy Rule 2019(a)(1)) in relation to the Debtors. As of March 17, 2020, members of the Ad Hoc Term Lender Group and their disclosable economic interests are: Principal Amount of Term Loan Credit Agreement Claims Held ------------------------ Angelo Gordon 245 Park Avenue New York, NY 10167 $60,473,630.85 Benefit Street Partners L.L.C. 9 West 57th Street Suite 4920 New York, NY 10019 $42,641,550.07 BlackRock Financial Management, Inc. 40 East 52nd Street New York, NY 10022 $57,867,263.30 Brightwood Capital Advisors LLC 810 Seventh Avenue New York, NY 10019 $28,427,700.00 Carlyle Investment Management 340 E. 46th Street New York, NY 10017 $64,869,014.74 CVC Credit Partners 712 Fifth Avenue New York, NY 10019 $14,658,858.92 Invesco Advisors 1166 Avenue of the Americas 26th Floor New York, NY 10036 $26,633,779.89 Octagon Credit Investors 250 Park Avenue New York, NY 10177 $23,181,704.51 Sound Point Capital Management, L.P. 375 Park Avenue 33rd Floor New York, NY 10152 $24,039,455.14 Counsel for the Ad Hoc Term Lender Group can be reached at: GIBSON, DUNN & CRUTCHER LLP Scott J. Greenberg, Esq. Matthew K. Kelsey, Esq. Steven A. Domanowski, Esq. Jeremy D. Evans, Esq. 200 Park Ave. New York, NY 10166 Telephone: (212) 351-4000 Facsimile: (212) 817-9349 E-mail: sgreenberg@gibsondunn.com mkelsey@gibsondunn.com sdomanowski@gibsondunn.com jevans@gibsondunn.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/Iqii1m About Internap Corporation Internap Corporation (NASDAQ: INAP) is a leading-edge provider of high-performance data center and cloud solutions with 100 network Points of Presence worldwide. INAP's full-spectrum portfolio of high-density colocation, managed cloud hosting and network solutions supports evolving IT infrastructure requirements for customers ranging from the Fortune 500 to emerging startups. INAP operates in 21 metropolitan markets, primarily in North America, with 14 INAP Data Center Flagships connected by a low-latency, high-capacity fiber network. For more information, visit www.INAP.com. On March 16, 2020 Internap Technology Solutions Inc. and 6 affiliated debtors, including INAP Corporation, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under lead case In re Internap Technology Solutions Inc., et al. (Bankr. S.D.N.Y. Case No. 20-20-22393). INAP is advised in this matter by FTI Consulting as restructuring advisor, Milbank LLP as legal counsel and Moelis & Company as financial advisor. Prime Clerk LLC is the claims agent. IRIDIUM COMMUNICATIONS: Egan-Jones Lowers Sr. Unsec. Ratings to B- ------------------------------------------------------------------ Egan-Jones Ratings Company, on March 12, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Iridium Communications Incorporated to B- from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Iridium Communications Incorporated is a publicly-traded American company headquartered in McLean, Virginia. Iridium operates the Iridium satellite constellation, a system of 66 active satellites used for worldwide voice and data communication from hand-held satellite phones and other transceiver units. JCV GROUP: Asks Court to Extend Exclusivity Period to July 3 ------------------------------------------------------------ JCV Group LLC asked the U.S. Bankruptcy Court for the Southern District of New York to extend the periods during which the Debtor has the exclusive right to file a chapter 11 plan and to solicit acceptance to a plan by 120 days through and including July 3, 2020. The Debtor is continuing meaningful, good-faith negotiations with major creditors in an effort to limit the need for costly or protracted litigation in the claims resolution and plan formulation process. Currently, the Debtor is working cooperatively with these parties and believes that it is best positioned to resolve any remaining issues. Currently, the Debtor is in the process of compiling and reviewing filed claims in this case as it takes into consideration the overall structure of its forthcoming plan to exit chapter 11 About JCV Group LLC JCV Group LLC -- http://jcvbrands.com-- is a wholesale domestic, baby and pet company established and based in New York. JCV Group LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13563) on Nov 06, 2019. In the petition signed by David Maleh, chief executive officer, the Debtor estimates $1 million to $10 million in both assets and liabilities. Eric S. Medina, Esq. at MEDINA LAW FIRM LLC is the Debtor's counsel. JEFFERIES GROUP: Egan-Jones Lowers Senior Unsecured Ratings to BB- ------------------------------------------------------------------ Egan-Jones Ratings Company, on March 12, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Jefferies Group LLC to BB- from BB+. Jefferies Group LLC is an American multinational independent investment bank and financial services company that is headquartered in New York City. The firm provides clients with capital markets and financial advisory services, institutional brokerage, securities research, and asset management. JETBLUE AIRWAYS: Moody's Puts Ba1 CFR on Review for Downgrade ------------------------------------------------------------- Moody's Investors Service placed its ratings of JetBlue Airways Corp. on review for downgrade, including the Ba1 corporate family rating. Moody's also downgraded the speculative grade liquidity rating to SGL-2 from SGL-1. The rapid and widening spread of the coronavirus outbreak, the deteriorating global economic outlook, falling oil prices and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The passenger airline sector has been one of the sectors most significantly affected by the shock given its exposure to travel restrictions and sensitivity to consumer demand and sentiment. More specifically, JetBlue is left vulnerable to shifts in market sentiment in these unprecedented operating conditions, and the company remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The action reflects the impact on JetBlue of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. With the review for downgrade, Moody's considers that the coronavirus will significantly curtail US domestic and global demand for air travel through at least June. For now, Moody's assumes a measured pace of recovery in demand commencing in the third quarter. Moody's anticipates that the accelerating incidence of the coronavirus across the US will lead to further capacity reductions across the industry and, potentially, a temporary restriction on passenger air services, both domestically and to and from additional foreign countries. Moody's current assumption is that domestic industry capacity in the US is cut by 50% in the second quarter and by 25% in the third quarter versus the respective quarters in 2019. For the three US global carriers, Moody's assumes capacity on international routes will shrink by 90% or more in the second quarter and a slower recovery than for domestic traffic following the virus' decline. Moody's assumes JetBlue's full year capacity would reduce by at least 20%. However, there are high risks of more challenging downside scenarios and the severity and duration of the pandemic and travel restrictions are uncertain. In its review, Moody's will consider (i) the sufficiency of the company's liquidity profile; (ii) JetBlue's ability to timely and, in what magnitude, aggressively reduce expenses and capital investments to reduce cash outflows as new booking levels recede; (iii) evolving market conditions, including demand patterns and responsive additional capacity cuts; (iv) the potential for and types of support the US government might provide to the US airlines; and (v) the potential to timely restore its credit metrics and sustain a strong cash buffer following the coronavirus, both of which will require prioritization of debt reduction over share repurchases. LIQUIDITY JetBlue's liquidity is currently good, with $1.2 billion of cash as of March 9, 2020 and an undrawn $550 million revolving credit facility that requires 1x collateral coverage and minimum liquidity (cash + revolver availability) of $550 million to borrow. Unencumbered assets as of March 9, 2020 include almost 90 Airbus A320 family aircraft, and other equipment and assets that could secure additional indebtedness. Moody's anticipates that the company will soon announce actions to bolster its cash position. Annual debt repayment commitments including interest are about $400 million per year in each of 2020 and 2021. RATINGS RATIONALE The Ba1 corporate family rating reflects the company's solid competitive position in its US East Coast and transcontinental routes, anchored in its focus cities of New York (JFK International Airport), Boston, Fort Lauderdale, Los Angeles, Orlando and San Juan; strong credit metrics, including debt-to-EBITDA of 2.1x at December 31, 2019; and recurring free cash flow. The company's relatively smaller scale and increasing competitive intensity, particularly from Delta Air Lines at Boston's Logan Airport, constrain the Ba1 rating. The ratings could be downgraded if Moody's believes the impact of the coronavirus will lead to a steeper and longer decline in passenger demand and weaker credit metrics. A shutdown of US domestic airspace could lead to a downgrade, as would aggregate liquidity falling below $1.25 billion. Additional downward ratings pressure would result from (i) a longer-running decline in passenger bookings beyond the second quarter of 2020, or a slower pace of recovery as a result of the coronavirus outbreak, particularly if not matched by further additional sources of liquidity; (ii) greater liquidity pressure from an inability to remove costs and cut capital spending; and/or (iii) if there are clear expectations that JetBlue will not be able to timely restore its financial profile once the virus recedes (for example, if debt-to-EBITDA is sustained above 3.5x, FFO plus interest-to-interest falls below 6x, or retained cash flow-to-debt drops below 20%). There will be no upwards pressure on the ratings until after passenger demand returns to pre-coronavirus levels, JetBlue maintains liquidity above $2 billion, and key credit metrics improve such that EBIT margins remain above 18%, debt-to-EBITDA is sustained below 2.5x as the company reshapes its fleet with A220 and A321 aircraft, and funds from operations plus interest-to-interest is above 8x. The methodologies used in these ratings were Passenger Airline Industry published in April 2018 and Enhanced Equipment Trust and Equipment Trust Certificates published in July 2018. JetBlue Airways Corp., based in Long Island City, New York, operates a low-cost, point-to-point airline from its primary focus cities -- New York from John F. Kennedy International airport, Boston, Fort Lauderdale and Los Angeles. JetBlue serves 103 cities with an average of 1,000 daily flights. The company reported revenue of $8 billion in 2019. Downgrades: Issuer: JetBlue Airways Corp. Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 On Review for Downgrade: Issuer: JetBlue Airways Corp. Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Baa3 (LGD3) Senior Secured Enhanced Equipment Trust, Series 2019-1 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2019-1 Class AA Placed on Review for Downgrade, currently Aa3 Outlook Actions: Issuer: JetBlue Airways Corp. Outlook, Changed To Rating Under Review From Stable JUNO USA: Wants to Maintain Exclusivity to Confirm Amended Plan --------------------------------------------------------------- Juno USA LP and its affiliates asked the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods during which only the Debtors may file a chapter 11 plan through June 16 and solicit acceptances of such plan through Aug. 15. The extension requested, if granted, will provide the Debtors and their advisors the opportunity to confirm and implement the terms of the Amended Plan, including the distribution of assets to their creditors. The Debtors filed their First Amended Joint Plan and Disclosure Statement on Feb. 18. A hearing to consider confirmation of the Amended Plan is scheduled for March 25, 2020 at 10:30 a.m. About Juno USA Juno USA, LP also known as Juno Lab, L.P., was a ride-hailing, mobile application-based transportation network company that operated in New York, New York, where its headquarters are located. Juno launched its mobile application and began offering its services in early 2016. Prior to the Chapter 11 filing, Juno shut down its US operations. The company's website is https://gojuno.com Juno and five debtor affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12484) on Nov. 19, 2019. In the petition signed by CRO Melissa S. Kibler, the Debtors were each estimated to have $1 million to $10 million in assets, and $100 million to $500 million in liabilities. The case has been assigned to Judge Mary F. Walrath. The Debtors tapped Chipman Brown Cicero & Cole, LLP as bankruptcy counsel; Mackinac Partners, LLC as financial advisor; and Omni Agent Solutions as notice, claims and balloting agent. KARISCOM LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Kariscom, LLC 16099 N 82nd Street, Suite B1 Scottsdale, AZ 85260 Business Description: Kariscom, LLC dba VeraPax -- https://www.verapax.com -- is an online- based marketing company that provides a wide variety of services for all printing needs. It prints banners, flyers, postcards, brochures, graphic design, stickers, business cards, short run posters, and booklets/magazines. Chapter 11 Petition Date: March 18, 2020 Court: United States Bankruptcy Court District of Arizona Case No.: 20-02878 Judge: Hon. Madeleine C. Wanslee Debtor's Counsel: Lamar D. Hawkins, Esq. GUIDANT LAW, PLC 402 E. Southern Ave. Tempe, AZ 85282 Tel: 602-888-9229 E-mail: cindy@guidant.law Total Assets: $364,572 Total Liabilities: $1,154,964 The petition was signed by Heather Lisciarelli, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/sEmlvb KIRBY CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ ---------------------------------------------------------- Egan-Jones Ratings Company, on March 9, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Kirby Corporation to BB+ from BBB-. Kirby Corporation, headquartered in Houston, Texas is the largest tank barge operator in the United States, transporting bulk liquid products throughout the Mississippi River System, on the Gulf Intracoastal Waterway, along all three U.S. Coasts, and in Alaska and Hawaii. LEE'S FOODSERVICE: Judge Signs Final Cash Collateral Order ---------------------------------------------------------- Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois has signed a final order authorizing Lee's Foodservice Parts & Repairs, Inc. to use the cash collateral of Affinity Capital Funding, LLC and Altcess Funding Management, LLC. The Debtor may use cash collateral on the condition that the Lenders are provided these protection: (a) Valid, enforceable, non-avoidable and fully perfected first-priority post-petition security interests in and liens to the same extent as the validity, enforceability, non-avoidability and perfection as the Lenders' Pre-Petition Security Interests on any property of the Debtor's estate. Said adequate protection liens will: * only attach to the same extent and with the same validity and priority as Lenders' prepetition security interests in the prepetition collateral (but only to the extent such interest is non-avoidable); * be limited to the extent of the aggregate diminution subsequent to the Petition Date in the value of Lenders' prepetition security interests in the prepetition collateral (including cash collateral); and * be subject only to prior perfected and unavoidable liens in the property of the Debtor's estate and the carve out. (b) The Debtor will continue to pay the Lenders the regularly scheduled payments under the Financing Documents in the amounts and by the times provided for therein. (c) To the extent that the Lenders will suffer any diminution in their interests during this period or the adequate protection granted pursuant to the Final Order will prove to be inadequate, the Lenders will have a superpriority administrative expense claim pursuant to Bankruptcy Code Section 507(b) with recourse to and payable from any and all assets of the Debtor's estate. About Lee's Foodservice Founded in 1998, Lee's Foodservice Parts & Repairs, Inc. -- https://www.leesfoodservice.com/ -- provides commercial foodservice and commercial kitchen repair, installation, and maintenance in the Chicago, Milwaukee, and Northwest Indiana areas. It repairs commercial ovens, fryers, ranges, grills, steamers, kettles, ice machines, refrigerators, freezers, walk-in coolers, and more. The Company previously sought bankruptcy protection on March 11, 2013 (N.D. Ill. Case No. 13-09454). Lee's Foodservice sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-03086) on Feb. 3, 2020. In the petition signed by Brian Anderson, president, the Debtor was estimated to have $1 million to $10 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Lashonda A. Hunt. The Debtor is represented by Angela M. Snell, Esq., at FACTORLAW. LINCOLN NATIONAL: Fitch Alters Outlook on BB+ Jr. Notes to Stable ----------------------------------------------------------------- Fitch Ratings has revised the Rating Outlook to all Lincoln National Corporation's ratings to Stable from Positive. At the same time, Fitch has affirmed all existing ratings assigned to LNC and its operating subsidiaries, including the 'A+' Insurer Financial Strength ratings of LNC's life insurance operating subsidiaries. First Penn-Pacific Life Insurance Company - Ins Fin Str A+; Affirmed Lincoln National Life Insurance Company (The) - Ins Fin Str A+; Affirmed Lincoln Life & Annuity Company of New York - Ins Fin Str A+; Affirmed Lincoln National Corporation - LT IDR A-; Affirmed - ST IDR F2; Affirmed - Senior unsecured; LT BBB+; Affirmed - Junior subordinated; LT BB+; Affirmed - Senior unsecured; ST F2; Affirmed KEY RATING DRIVERS The revision in LNC's Rating Outlook coincides with Fitch's decision to revise its industry outlook at negative, and reflects significant uncertainty created by the global coronavirus pandemic, which has resulted in high levels of volatility in capital markets. This, in turn, has resulted in a sharp drop in interest rates, as well as significant variability in stock, bond and derivative prices. Life insurers are also exposed to spikes in mortality. The combination will likely create some pressure on earnings and variability in capital levels, the severity and duration of which is impossible to predict at this time. Fitch believes the totality of these conditions no longer support a Positive Outlook. The affirmation of LNC's ratings reflects the company's strong operating performance, strong reported risk-adjusted capitalization, very strong business profile and strong interest coverage and financial flexibility. These strengths are partially mitigated by the company's above-average exposure to universal life with secondary guarantees and variable annuities with living benefit guarantees, which are capital market sensitive. LNC's exposure to variable annuities with living benefit guarantees is partially mitigated by the company's strong variable annuity hedging program. RATING SENSITIVITIES A near-term return to a Positive Outlook would hinge on a fast resolution of the coronavirus situation, with minimal impact on the economy, which Fitch currently views as highly unlikely. Barring that, longer-term sensitivities that could result in an upgrade include: -- Prolonged strong operating performance generating GAAP operating ROE in excess of 11% and fixed charge interest coverage of 9.5x; -- A Fitch Prism capital model score solidly within the 'Strong' category and reported RBC above 450%; -- Trend of holding-company liquidity managed at 12-18 months of debt service and common stock dividends; -- Leverage maintained below 25%; -- Absence of material negative deviation from management expectations on LLAC transaction. Fitch is continuing to monitor the potential impact of the coronavirus on ratings, including development of appropriate base case ratings assumptions. Downward pressure could result if application of Fitch's base case ratings assumptions would indicate a pro forma financial profile that falls outside of the following sensitivities: -- Leverage maintained above 30% and total financing and commitments ratio above 1.5x; -- GAAP-based interest coverage remaining below 5.0x for an extended period of time; -- Cash coverage at holding company below 1.0x interest/dividend needs; -- A material reserve increase or impairment. ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). LOEWS CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ ---------------------------------------------------------- Egan-Jones Ratings Company, on March 12, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Loews Corporation to BB+ from BBB. Loews Corporation is an American conglomerate headquartered in New York City. The company's majority-stake holdings include CNA Financial Corporation, Diamond Offshore Drilling, Boardwalk Pipeline Partners, Loews Hotels and Consolidated Container Company. LOOT CRATE: Asks Court to Extend Exclusivity Period to June 8 ------------------------------------------------------------- Old LC, Inc., formerly known as Loot Crate Inc., asked the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive period to file a Chapter 11 plan and solicit acceptances for the plan to June 8 and Aug. 10, respectively. The court previously extended the exclusive filing period and plan solicitation period to March 9, and May 11, respectively. Since the court's prior extension of the exclusive periods, the companies have accomplished the following: * Completed virtually all wind-down tasks attendant to the sale of the companies' business, including the assumption, assignment or rejection of their contracts. * Started an investigation into actions by the companies' former insiders and other parties who may have exercised control or blocking positions with respect to the companies' actions. * Settled major litigation with the companies' largest creditor, which, if approved by the court, will result in the companies' buyer taking on several million dollars of potentially priority claims held by their pre-bankruptcy customers. * Continued to resolve substantial tax claims, which are to be paid under the court-approved tax funding agreement, further resolving claims against the estates. About Loot Crate Inc. Founded in 2012, Loot Crate, Inc., is a worldwide leader in fan subscription boxes. It partners with industry leaders in entertainment, gaming, sports and pop culture to deliver monthly themed crates; produces interactive experiences and digital content; and films original video productions. Since 2012, the company has delivered more than 32 million crates to fans in 35 territories across the globe. Loot Crate and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot Crate was estimated to have less than $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel; Robinson & Cole LLP as Delaware and conflicts counsel; FocalPoint Securities, LLC as investment banker; WithumSmith+Brown, PC as tax consultant; Sitrick Group, LLC as communications consultant; Mark Palmer of Theseus Strategy Group as chief transformation officer; and Portage Point Partners as financial advisor. Stuart Kaufman of Portage Point serves as the Debtors' chief restructuring officer. The Debtors also tapped Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, as claims agent. The firm maintains the site https://case.stretto.com/lootcrate. The U.S. trustee for Region 3 appointed a committee of unsecured creditors on Aug. 22, 2019. The committee retained Morris James LLP as counsel; Dundon Advisers LLC as financial advisor; and FocalPoint Securities, LLC as investment banker. LSC COMMUNICATIONS: Deloitte & Touche Raises Going Concern Doubt ---------------------------------------------------------------- LSC Communications, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $295 million on $3,326 million of net sales for the year ended Dec. 31, 2019, compared to a net loss of $23 million on $3,826 million of net sales for the year ended in 2018. The audit report of Deloitte & Touche LLP states that the Company was not in compliance with certain covenants contained in its Credit Agreement as of December 31, 2019 but has entered into a "Waiver, Forbearance Agreement and Fourth Amendment to Credit Agreement" with the lenders constituting a majority under the Credit Agreement that is in effect through May 14, 2020, absent further events of default. Unless the Company obtains an extension or another waiver beyond May 14, 2020, the Company could be in default of the Revolving Credit Facility and Term Loan Facility and all amounts then outstanding could be accelerated by the lenders. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2019, showed total assets of $1,649 million, total liabilities of $1,721 million, and a total deficit of $72 million. A copy of the Form 10-K is available at: https://is.gd/wVxoLb LSC Communications, Inc., together with its subsidiaries, provides various traditional and digital print, print-related services, and office products in North America, Europe, and Mexico. It operates through Magazines, Catalogs and Logistics; Book; Office Products; Mexico; and Other segments. The company was founded in 2016 and is based in Chicago, Illinois. LUMEE LLC: Seeks to Hire Wiss and Company as Tax Preparer --------------------------------------------------------- LuMee LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Wiss and Company LLP to prepare and file its 2019 and 2020 federal and state income tax returns. The firm will charge $15,000 to prepare and file the 2019 return and $7,500 to prepare and file the 2020 return. Wiss is a "disinterested person," within the meaning of Bankruptcy Code Section 101(14), according to court filings. The firm can be reached through: Matthew Barbieri, CPA Wiss & Company, LLP 100 Campus Drive, Suite 400 Florham Park, NJ 07932 Phone: (973) 994-9400 Fax: (973) 992-6760 About LuMee LLC LuMee LLC -- https://www.lumee.com/ -- designs, manufactures and sells illuminated smart phone cases and other mobile accessories. LuMee filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28, 2019. In the petition signed by Angela Shoemake, president and chief operating officer, the Debtor was estimated to have $100,000 to $500,000 in assets and $4.2 million in liabilities. The case is assigned to Judge William T. Thurman. Brian M. Rothschild, Esq., at Parsons Behle & Latimer, is the Debtor's counsel. LYNN ROXANNE WALLER: Enriquez Buying La Jolla Property for $2.15M ----------------------------------------------------------------- Lynn Roxanne Waller asks the U.S. Bankruptcy Court for the Southern District of California to authorize the sale of her real property, a single family home, located at 6127 Beaumont Avenue, La Jolla, California to Michael and December Enriquez for $2.15 million. Ms. Waller is the sole owner of the real property. She asks the Court's permission to sell it so that she can pay the lender, in full, the amount that is owed on the real property. Ms. Waller has received an offer to purchase the property in the amount of $2.15 million. The amount is sufficient to pay off the amount owed to the lender which, according to the lender's proof of claim filed in the case on Dec. 6, 2019 by Fay Servicing, LLC, is approximately $1,826, 123. The real property is adequately protected because the property has equity and the real property is insured. In addition, Ms. Waller takes meticulous care of the real property. The most recent appraisal of the real property was $2 million, which Ms. Waller believes to be low, because that appraisal is almost three years old, and the property values on Beaumont Avenue, where the real property is located, have increased steadily over the past two years. Her neighbor's home recently sold for over $3 million. A copy of the Purchase Agreement is available at https://tinyurl.com/sjdtwqb from PacerMonitor.com free of charge. Counsel for Debtor: Sallie A. Blackman, Esq. 110 West C Street Suite 1300 San Diego, CA. 92101 Telephone: (619) 440-8888 E-mail: Sallieblackman@gmail.com Lynn Roxanne Waller sought Chapter 11 protection (Bankr. S.D. Cal. Case No. 19-06495) on Oct. 28, 2019. The Debtor filed pro se but later tapped as counsel: Sallie A. Blackman 110 West C Street, Suite 1300 San Diego, CA 92101 Tel: (619) 440-8888 E-mail: sallieblackman@gmail.com MARRONE BIO: Incurs $37.2 Million Net Loss in 2019 -------------------------------------------------- Marrone Bio Innovations, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $37.17 million on $29.37 million of total revenues for the year ended Dec. 31, 2019, compared to a net loss of $20.21 million on $21.22 million of total revenues for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $72.72 million in total assets, $49.16 million in total liabilities, and $23.56 million in total stockholders' equity. Marcum LLP, in San Francisco, CA, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 16, 2020 citing that the Company 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. Marrone Bio said, "Since our inception, we have incurred significant net losses, and we expect to incur additional losses related to the continued development and expansion of our business. Our liquidity may be negatively impacted as a result of slower than expected adoption of our products. We have certain strategic collaboration and distribution agreements under which we receive payments for the achievement of certain testing validation, regulatory progress and commercialization events." A full-text copy of the Form 10-K is available for free at: https://is.gd/NXNCTt About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. MBI has screened over 18,000 microorganisms and 350 plant extracts, leveraging its in-depth knowledge of plant and soil microbiomes enhanced by advanced molecular technologies to rapidly develop seven effective and environmentally responsible pest management products to help customers operate more sustainably while uniquely improving plant health and increasing crop yields. Supported by a robust portfolio of over 400 issued and pending patents around its natural product chemistry, MBI's currently available commercial products are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and Amplitude, Zelto and Zequanox. MAX FINE FURNITURE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Max Fine Furniture & Appliances, Inc. 505 W. Business U.S. Highway 83 Weslaco, TX 78596 Business Description: Max Fine Furniture & Appliances, Inc. -- http://maxfinefurniture.com/-- is a family- owned and family operated furniture store. It offers a wide selection of bedroom, living room, dining room, leather, home office, and kids furniture. Chapter 11 Petition Date: March 17, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-70114 Debtor's Counsel: Jana Smith Whitworth, Esq. JS WHITWORTH LAW FIRM, PLLC P.O. Box 2831 McAllen, TX 78502 Tel: (956) 371-1933 E-mail: jana@jswhitworthlaw.com Total Assets: $6,283,658 Total Liabilities: $4,261,778 The petition was signed by Maximo Saenz, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/m4lr35 MAX FINE FURNITURE: Family-Owned Store Seeks Chapter 11 ------------------------------------------------------- Max Fine Furniture, a family-owned and family operated furniture store in Weslaco, Texas, has sought Chapter 11 protection. Max Fine Furniture serves Rio Grande Valley and McAllen, Texas. Its store is located at 505 W. Hwy. 83 Wescalo, TX 78596. The property is leased, as the Debtor didn't disclose owning any real property in its schedules. The Debtor disclosed total assets of $6,283,658 and total liabilities of $4,261,778, all unsecured, in its schedules. It listed Capital Source Finance, LLC as a secured creditor on account of a revolving line of credit, but listed the amount of the claim as "unknonwn." Maximo Saenz of McAllen, Texas, is the president and owns 100% of the company. The company -- https://www.maxfinefurniture.com/ -- sells a wide selection of bedroom, living room, dining room, leather, home office, kids furniture and brand name mattresses. It carries several brands, including Ashley, Restonic Mattresses, and Best Chair. Max Fine Furniture & Appliances, Inc., sought Chapter 11 protection on March 17, 2020 (Bankr. S.D. Tex. Case No. 20-70114). Jana Smith Whitworth, Esq., at JS WHITWORTH LAW FIRM, PLLC, is the Debtor's counsel. MCCLATCHY COMPANY: Wagner Law Group Represents Ridder, 4 Others --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of The Wagner Law Group submitted a verified statement that it is representing P. Anthony Ridder, George Riggs, and the Former Knight Ridder and McClatchy Salaried Employees Association in the Chapter 11 cases of The McClatchy Company, et al. The Association is a legal entity that has filed a certificate of incorporation in Delaware on February 28, 2020. That certificate is attached hereto as Exhibit A. First: The name of the Corporation is Former Knight Ridder and McClatchy Salaried Employees Association Second: Its registered office is to be located at 1013 Centre Road. Suite 403-A, Wilmington, DE 19805, County of New Castle. The registered agent thereof is American Incorporators Ltd. whose address is the same as above. Third: The purposes for which the corporation is organized are to represent its members and advocate for fair and equitable resolution of outstanding issues regarding their non- qualified pensions. Fourth: The Corporation shall be a membership corporation and shall have no authority to issue capital stock. The Members of the Corporation shall be the Directors thereof and shall act as the Members and Directors of the Corporation until the election of their successors as provided in the Bylaws of the Corporation. Fifth: No part of the earnings of the Corporation shall ever inure to the benefit of or be distributable to any Member or individual having a personal or private interest in the activities of the Corporation, and no substantial part of the activities of the Corporation shall ever be the carrying on of propaganda, or otherwise attending to influence legislation. The Corporation shall not participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. No Officer, Director, Member or employee of the Corporation shall receive or be lawfully entitled to receive any pecuniary profit from the operations and activities of the Corporation except reimbursement for out of pocket expenditures and reasonable compensation for services actually rendered to and on behalf of the Corporation. Sixth: The affairs and business of the Corporation shall be managed and conducted by the Board of Directors. The qualifications, election, number, tenure, powers, and duties of the members of the Board of Directors shall be as provided in the Bylaws. Seventh: No Member of the Corporation, member of the Board of Directors or Officer shall be personally liable for the payment of the debts of the Corporation except as such Member, Director, or Officer may be liable by reason of his own conduct or acts. Eighth: In the event of the liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary, involuntary, or by operation of law, the Board of Directors of the Corporation shall, except as may be otherwise provided by law, transfer all of the assets of the Corporation in such manner as the Directors, in the exercise of their discretion, may by a majority vote determine; provided, however, that any such distribution of assets shall be calculated to carry out the objects and purposes hereinbefore stated in Article THIRD hereof, and only such objects and purposes; and, provided further, that such distributions must be to one or more organizations which are exempt from tax as organizations described in Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any subsequent United States Internal Revenue laws. Ninth: The Corporation reserves the right to amend, alter, or repeal any provisions contained in this Certificate of Incorporation in a manner now or hereafter prescribed by applicable statutes, and all rights conferred herein are granted subject to this reservation; provided, however, that no amendment shall authorize the Board of Directors or the Members of the Corporation to conduct the affairs of the Corporation in any manner or for any purpose contrary to the provisions of Section 501(c)(4)of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any subsequent United States Internal Revenue Laws. Tenth: The name and address of the incorporator is as follows: Cassandra Sifford 1013 Centre Rd., Suite 403-A Wilmington, DE 19805 Eleventh: The power of the incorporator will terminate upon filing of the Certificate of Incorporation. The name and mailing address of the persons who will serve as Directors and Members until successors are elected and qualified are: P. Anthony Ridder 6767 N. Ocean Blvd., Ocean Ridge FL 33435 George Riggs 3319 Deer Hollow Dr., Danville CA 94506 Frank R.J. Whittaker 489 Crocker Rd., Sacramento CA 95864 Timothy M. Kelly 1349 Sugar Maple Lane, Lexington KY 40511 Joseph M. Visci 245 ElDorado Way, Shell Beach CA 93449 Twelfth: The duration of the Corporation is to be perpetual. The Association is composed of former employees of Debtors that participated in their nonqualified plans. The affairs of the Association are managed by a board of five directors whose individual names and addresses are set forth below: The Association itself does not have a mailing addresses. The nature and the amount of the economic interests of the Association, and the times of acquisition thereof are as follows: The members of the Association have unsecured claims against the Debtors arising from the suspension of their retirement benefits in January 2020. Those claims were acquired over their careers as a term of their employment and pursuant to the applicable plan documents. According to Debtors, these benefit payments total $640,000 per month and $100,000,000 in the future. Debtors' basis for arriving at these amounts has not yet been made discoverable to the Association and, therefore, these figures are unverified at this time. The Association retained the Wagner Law Group as counsel to represent their interests in this Chapter 11 proceeding on March 1, 2020. The circumstances and terms and conditions of employment of Counsel for the Association is protected by the attorney-client privilege and attorney work product doctrine. Counsel for P. Anthony Ridder, George Riggs, and the Former Knight Ridder and McClatchy Salaried Employees Association can be reached at: Israel Goldowitz, Esq. The Wagner Law Group 800 Connecticut Ave., NW, Suite 810 Washington, DC 20006 Tel: (202) 969-2800 - and - Jordan D. Mamorsky, Esq. The Wagner Law Group 200 Park Avenue, Suite 1700 New York, NY 10166 Tel: (212) 338-5159 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/U4LrdW and https://is.gd/WKJw2L About The McClatchy Company The McClatchy Co. -- https://www.mcclatchy.com/ -- operates 30 media companies in 14 states, providing each of its communities local journalism in the public interest and advertising services in a wide array of digital and print formats. McClatchy publishes iconic local brands including the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the Fort Worth Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with a Plan of Reorganization that will cut $700 million of funded debt in half. McClatchy was estimated to have $500 million to $1 billion in assets and debt of at least $1 billion as of the bankruptcy filing. The cases are pending before the Honorable Michael E. Wiles. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as general bankruptcy counsel; Togut, Segal & Segal LLP as co-bankruptcy counsel with Skadden; Groom Law Group as special counsel; FTI Consulting, Inc. as financial advisor; and Evercore Inc. as investment banker. Kurtzman Carson Consultants LLC is the claims agent. MEADE INSTRUMENTS: Seeks to Extend Exclusivity Period to Sept. 1 ---------------------------------------------------------------- Meade Instruments Corp. and Sunny Optics, Inc. ask the U.S. Bankruptcy Court for the Central District of California for an extension of the periods in which Debtors have the exclusive right to file Disclosure Statements and Plans of Reorganization and to obtain acceptance of a plan to Sept. 1 and Dec. 1, respectively. Sunny is Meade's parent company that has no operations and is primarily a holding company for Meade. Since the commencement of their cases, the Debtors have been working to analyze their debts and the values of their assets, have conducted ongoing negotiations with creditors including Orion Telescopes & Binoculars, and are working collaboratively with the Committee toward consummating a sale of Meade as a going concern, which the Debtors and the Committee believe will maximize value for the benefit of creditors. About Meade Instruments Corp. Meade Instruments Corp. designs and manufactures optical products, including telescopes, cameras, binoculars, and sports optics products. Meade Instruments filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-14714) on Dec. 4, 2019. In the petition signed by Victor Aniceto, president, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Catherine E. Bauer oversees the case. Marc C. Forsythe, Esq., at Goe Forsythe & Hodges LLP is the Debtor's legal counsel. MERCER INTERNATIONAL: Egan-Jones Lowers Sr. Unsec. Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company, on March 9, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Mercer International Incorporated to BB- from BB. Mercer International Incorporated is a preferred provider of renewable bio-based products, produced sustainably in a safe, efficient environment. We maximize stakeholder value and respond to market needs through integrative strategies, modern technology and proficient use of our resources. METHANEX CORP: Egan-Jones Lowers Sr. Unsec. Ratings to BB+ ---------------------------------------------------------- Egan-Jones Ratings Company, on March 12, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Methanex Corporation to BB+ from BBB. Methanex Corporation is a Canadian company that supplies, distributes and markets methanol worldwide. Methanex is the world's largest producer and supplier of methanol to major international markets in North and South America, Europe, and the Asia Pacific. MILLERS LANE: Asks Court to Extend Exclusivity Period to April 27 ----------------------------------------------------------------- Millers Lane Center, LLC asked the U.S. Bankruptcy Court for the Western District of Kentucky to extend the exclusivity periods for filing and soliciting acceptances for its Chapter 11 plan to April 27 and June 11, respectively. The company's current exclusive filing period expires on March 30. Millers Lane Center is currently reviewing its options to maximize the recovery for all creditors and needs additional time to formulate a bankruptcy plan. About Millers Lane Center Millers Lane Center LLC, a privately held company in the general rental centers industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-32095) on July 2, 2019. In the petition signed by its managing member, Mark S. Brewer, the Debtor was estimated to have assets and liabilities of less than $10 million. Judge Joan A. Lloyd oversees the case. The Debtor tapped Kaplan Johnson Abate & Bird LLP as bankruptcy counsel; The Law Office of C. Thomas Hectus as special counsel; and Winters Tax & Consulting Services, LLC as accountant. MOBILE ADDICTION: Creditors Committee Members Disclose Claims ------------------------------------------------------------- In the Chapter 11 cases of Mobile Addiction, LLC, the law firm of Eron Law, P.A., submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing Steven Peckar of Evergreen Marketplace LLC; Ashraf Salman of Citywide Wireless; and Terry L. Story of TKT Painting, LLC. On November 26, 2019, the United States Trustee appointed the Committee pursuant to Sections 1102(a) and (b) of Title 11 of the United States Code. (See appointment filed at Doc. No. 118.) The Committee has retained Eron Law, P.A. as counsel. The Committee consists of the following three members: (i) Steven Peckar of Evergreen Marketplace LLC; (ii) Ashraf Salman of Citywide Wireless; and (iii) Terry L. Story of TKT Painting, LLC. As of March 17, 2020, the Committee members and their disclosable economic interests are: Steven Peckar Evergreen Marketplace, LLC 8933 E. Union Ave., Suite 216 Greenwood Village, CO 80111 * Evergreen Wireless, LLC holds an unsecured claim in the amount of $19,377.46 for an unpaid lease obligation plus damage repairs, evidenced by lease assumption and tenant ledgers for property owned by Evergreen Wireless, LLC and leased by Debtor. See filed Claim 25. * Other name(s) associated with creditor used with the Debtor – J&B Building Company Ashraf Salman Citywide Wireless 669 Gypsy Lane Youngstown, OH 44505 * Citywide Wireless holds an unsecured claim in the amount of $95,000.00, evidenced by Debtor's bankruptcy petition and schedules. See Debtor's Schedules E/F. Citywide Wireless asserts that the actual amount of its claim is $595,000. However, Citywide Wireless has not filed a proof of claim. Citywide Wireless sold many of its stores to the Debtor prior to the bankruptcy filing. In addition, Ashraf Salman was employed in Debtor's operation prior to the bankruptcy filing. * Other name(s) associated with creditor used with the Debtor – N/A Terry L. Story TKT Painting, LLC 1636 26th Ave. Ct. Greeley, CO 80634 * TKT Painting, LLC holds an unsecured claim in the amount of $12,500.00, evidenced by Debtor's bankruptcy petition and schedules. See Debtor's Schedules E/F. TKT Painting, LLC asserts that the actual amount of its claim is $20,000. However, TKT Painting, LLC has not filed a proof of claim. * Other name(s) associated with creditor used with the Debtor – N/A Noting in this Verified statement should be construed as a limitation upon, or waiver of, any Committee member's rights to assert, file, and/or amend its claim(s) in accordance with applicable law and any orders entered in this case establishing procedures for filing proofs of claim. The Committee reserves the right to amend or supplement this Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019. Counsel for the Unsecured Creditors' Committee can be reached at: ERON LAW, P.A. David Prelle Eron, Esq. 301 N. Main St., Suite 2000 Wichita, KS 67202 Tel: 316-262-5500 Fax: 316-262-5559 E-mail: david@eronlaw.net A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/ivywIy About Mobile Addiction Mobile Addiction LLC, a wholesaler of gadgets such as i-pads, smartphones, tablets and computers, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 19-11449) on July 31, 2019. In the petition signed by Charles R. Thomas, owner, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Robert E. Nugent oversees the case. Hinkle Law Firm LLC is the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 26, 2019. The committee is represented by Eron Law, P.A. MOUNTAIN VIEW: Obtains Interim Access to Cash Collateral -------------------------------------------------------- Mountain View Sports Center d/b/a Adventure Apparel sought and obtained interim approval from Judge Gary Spraker to use cash collateral in which Alaska Growth Capital BIDCO holds a valid first position security interest. As of the Petition Date, the Debtor owes AGC a combined principal balance of approximately $722,857 under three pre-petition notes. The Debtor relates that AGC is substantially undersecured with only $360,000 of collateral to secure the debt. A copy of the motion is available for free at https://is.gd/is9zuZ from PacerMonitor.com. Pursuant to the interim order, the Debtor is directed to provide AGC a post-petition lien on the cash collateral, on all of the Debtor's other post-petition assets in which AGC holds a valid perfected lien or would hold a valid perfected lien, retroactive to the Petition Date. Moreover, AGC will have an administrative claim under Section 507(a)(1) in the event of a shortfall between the value of the collateral on the Petition Date and as of the termination of the interim order. Judge Spraker entered an amended interim order, which included a 12-month budget for the period from January through December 2020. The budget provided for $33,000 in cost of goods sold, $17,900 in total rent expenses and $13,050 non-management labor cost, among others, a copy of which, as contained in the amended interim order, is available for free at https://is.gd/u4VJBW from PacerMonitor.com. Hearing on the motion will continue on April 1, 2020 at 2 p.m. About Mountain View Sports Center Mountain View Sports Center, Inc. -- https://www.mtviewsports.com/ -- is a full service fly shop and outdoor outfitter carrying a unique combination of high end brands catered to Alaska including Simms, Patagonia, Arcteryx, Filson, Pendleton, Sage Fly Rods, Hatch Reels, and many more. Mountain View Sports Center, Inc., based in Anchorage, AK, filed a Chapter 11 petition (Bankr. D. Alaska Case No. 20-00053) on Feb. 19, 2020. In the petition signed by John R. Staser, secretary, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Gary Spraker presides over the case. Cabot Christianson, Esq., at the Law Office of Cabot Christianson, P.C., serves as bankruptcy counsel. MURPHY OIL: Egan-Jones Lowers Senior Unsecured Ratings to BB ------------------------------------------------------------ Egan-Jones Ratings Company, on March 10, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Murphy Oil Corporation to BB from BB+. Murphy Oil Corporation is a company engaged in hydrocarbon exploration headquartered in El Dorado, Arkansas. The company also has operating offices in Houston, Texas, and Calgary, Alberta. NABORS INDUSTRIES: Egan-Jones Lowers Sr. Unsecured Ratings to B --------------------------------------------------------------- Egan-Jones Ratings Company, on March 10, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Nabors Industries Ltd to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Nabors Industries Ltd is a global oil and gas drilling company based in Houston, Texas. Nabors owns the largest land drilling fleet in the world with approximately 400 rigs in more than 20 countries. NATIONAL OILWELL: Egan-Jones Lowers Sr. Unsecured Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company, on March 11, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by National Oilwell Varco Incorporated to BB- from BB. National Oilwell Varco is an American multinational corporation based in Houston, Texas. It is a leading worldwide provider of equipment and components used in oil and gas drilling and production operations, oilfield services, and supply chain integration services to the upstream oil and gas industry. NOFALIA INC: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Nofalia Inc. About Nofalia Inc. Nofalia, Inc. owns in fee simple three real properties in Austin, Texas, having a total current value of $13.6 million. Nofalia filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-10212) on Feb. 13, 2020. In the petition signed by Stephen Truesdell, authorized representative, the Debtor disclosed $13,600,550 in assets and $7,675,266 in liabilities. The Hon. Tony M. Davis oversees the case. Stephen W. Sather, Esq., at Barron & Newburger, PC, is the Debtor's bankruptcy counsel. NORDSTROM INC: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on March 12, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Nordstrom, Incorporated to BB+ from BBB-. Nordstrom, Incorporated is an American luxury department store chain founded in 1901 by John W. Nordstrom and Carl F. Wallin. It originated as a shoe store and evolved into a full-line retailer with departments for clothing, footwear, handbags, jewelry, accessories, cosmetics, and fragrances. NORTH VALLEY DERMATOLOGY: Taps Mannion Lowe as Special Counsel -------------------------------------------------------------- North Valley Dermatology Ctr. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Mannion Lowe & Oksenendler, a Professional Corporation as its special counsel. As special counsel, Mannion Lowe will: a. perform an initial analysis of the Debtor's insurance policies and make a preliminary determination of the coverage available for the Debtor's claims for coverage for arbitration (including the award, attorney fees, costs, defense expenses, and any judgment that may result) in On v. Stephen A. Vannucci, M.D., Inc., et al. with Hanover Insurance Company and possibly others; b. perform an initial analysis of the coverage decisions made and positions taken by Debtor's insurers (including Hanover Insurance Company and others) related to the Debtor's claims for coverage for the arbitration in On v. Stephen A. Vannucci, M.D., Inc., et al.; c. provide consultation and advice to the Debtor regarding the claims for coverage with Hanover Insurance Company and possibly other insurers, for the arbitration; d. advocate on behalf of the Debtor and potentially file suit if necessary against Hanover Insurance Company, and others related to restrictions or denial of insurance coverage for the Debtor, and insurance coverage disputes involving the Debtor's claims for coverage for the arbitration; Mannion Lowe's hourly rates are: E. Gerard Mannion $1,000 Wesley M. Lowe $850 Demian I. Oksenendler $450 Kelly M. Mannion $375 Mannion Lowe may use associate or contract attorneys who bill at $200 to $450 an hour. The hourly fees for paralegals range from $75 to $125. The Debtor paid Mannion Lowe the sum of $15,000 prior to the petition date. The firm received an additional $6,000 from non-debtor jointly represented clients. Mannion Lowe neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: E. Gerard Mannion, Esq. Mannion Lowe & Oksenendler A Professional Corporation 655 Montgomery Street, Suite 1900 San Francisco, CA 94111 Phone: +1 415-733-1050 / 800-724-6188 Fax: 415-434-4810 About North Valley Dermatology Ctr. North Valley Dermatology Ctr. filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 20-20457) on Jan. 28, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $1 million and $10 million. Judge Christopher M. Klein oversees the case. Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP, is the Debtor's legal counsel. NSHE CA BULLS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of NSHE CA Bulls LLC. About NSHE CA Bulls NSHE CA Bulls, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). NSHE CA Bulls sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-07519) on Dec. 17, 2019. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Laura S. Taylor oversees the case. The Debtor tapped the Law Offices of Kit J. Gardner as its legal counsel. OCCIDENTAL PETROLEUM: Egan-Jones Lowers Sr. Unsec. Ratings to BB+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on March 13, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Occidental Petroleum Corporation to BB+ from BBB. Occidental Petroleum Corporation is an American company engaged in hydrocarbon exploration in the United States, the Middle East, and Colombia as well as petrochemical manufacturing in the United States, Canada, and Chile. It is organized in Delaware and headquartered in Houston. OLIN CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB- --------------------------------------------------------- Egan-Jones Ratings Company, on March 13, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by The Olin Corporation to BB- from BB. The Olin Corporation is an American manufacturer of ammunition, chlorine, and sodium hydroxide. Based in Clayton, Missouri, it traces its roots to two companies, both founded in 1892: Franklin W. Olin's "Equitable Powder Company" and the "Mathieson Alkali Works". OMNI BAY COLONY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Omni Bay Colony LP. About Omni Bay Colony Omni Bay Colony, LP is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Omni Bay Colony sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-10178) on Feb. 3, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Christopher H. Mott oversees the case. Ron Satija, Esq., at Hajjar Peters, LLP, is the Debtor's legal counsel. PATTERN ENERGY: Moody's Assigns Ba3 CFR, Outlook Positive --------------------------------------------------------- Moody's Investors Service assigned a Ba3 corporate family rating and Ba3-PD probability of default rating to Pattern Energy Operations LP. Moody's also assigned an SGL-2 speculative grade liquidity rating to Pattern Operations. This is a first-time rating for Pattern Operations. The rating outlook is positive. According to the first supplemental indenture dated March 16, 2020, Pattern Operations has become a co-obligor under Pattern Energy Group, Inc's outstanding $350 million senior unsecured notes due in 2024. Moody's also affirmed the Ba3 rating on the senior unsecured notes issued by PEGI in 2017, which are now joint and several obligations of both Pattern Operations and PEGI. Concurrently, Moody's withdrew PEGI's CFR, PDR and SGL. Today's rating actions are prompted by PEGI's announcement that it had closed its previously announced merger transaction on March 16 in an all-cash transaction, after receiving all required approvals. These approvals included stockholder authorization to implement the proposed changes to the ownership structure according to the Agreement and Plan of Merger dated as of November 3, 2019. As per the agreements executed as part of this transaction, Canada Pension Plan Investment Board (CPPIB, Aaa stable) became the ultimate majority shareholder of Pattern Operations and its new direct parent company, Pattern Energy Group, LP. Pending all the required authorizations, TopCo will also become the parent company of the two affiliated companies: Pattern Energy Group Holdings 2 LP, in which PEGI currently holds a 29% interest, and Green Power Investments Corp, which will take over PEGI's projects in Japan. After the implementation of these changes, CPPIB will hold a majority interest while private equity funds sponsored by Riverstone Holdings LLC and management will hold the remaining minority interests. As part of the transactions, PEGI's $225 million of convertible notes due in 2020 will be fully redeemed largely with available cash and borrowings under credit facilities, while the $260 million of perpetual preferred stock issued by PEGI in October 2019 will remain outstanding. However, Moody's understands that Pattern Operations will become, de facto, the issuer under these preferred instruments because it will issue preferred securities on substantially identical terms in favor of PEGI's preferred investors. Pattern Operations holds also PEGI's indirect interest in the intermediate holding companies, Pattern US Finance Company, LLC and Pattern Canada Finance Company ULC, for its US and Canadian projects. These intermediate holding companies will remain co-borrowers and co-guarantors under the existing $440 million revolving bank credit facility and the $250 million term loan credit facility. Both credit facilities are scheduled to mature in 2022, as amended and restated in July 2019. These facilities will represent the group's only source of external liquidity, as Pattern Development will cancel its existing revolving credit facility. RATINGS RATIONALE Pattern Operations' Ba3 CFR and positive outlook reflect management's commitment to not incur incremental financial obligations at TopCo, PEGI or any intermediary holding company between them. They also reflect our view that the changes to the group's ownership has simplified the obligor's complex organizational structure. The delisting from the NASDAQ Stock Market and the Toronto Stock Exchange will save administrative costs and enhance financial flexibility in terms of cash distributions and funding the acquisition of new assets amid its assumption of a moderate acquisition strategy going forward. This view considers that, unlike its yieldco peers, TopCo and, indirectly Pattern Operations, will no longer be exposed to the pressure of meeting publicly stated dividend growth targets. In addition, it will now have access to capital through its new deep-pocketed majority shareholder, CPPIB. The rating action assumes that Pattern Operations will upstream virtually all of its excess cash flow but that the vast majority will be used to help fund development activities at its two sister companies (Pattern Development and GPI) rather than to pay dividends. However, Moody's anticipates that distributions will moderate during years when new assets are added to its portfolio of operational projects. The CFR of Ba3 factors in the predictability of Pattern Operations' cash flow, which is underpinned by the long-term contracted operations of its assets that operate in the US and Canada. Its portfolio of assets, currently consisting of renewable projects and one transmission asset, are contracted with mostly creditworthy counterparties with a remaining average contract life of 13 years. Its view of Pattern Operations' business risk profile remains tempered by its indirect exposure to its sister companies' construction risk. Moody's acknowledges that the clearer separation of the development activities from the operational assets, along with management's commitment to not incur debt at TopCo, mitigates this risk compared to the previous structure. The absence of direct equity call obligations to fund Pattern Development's capital requirements, as was previously the case for PEGI given its 29% interest in the development vehicle, is also a credit positive development. However, Moody's notes that Pattern Operations is not fully insulated from construction risk because it anticipates that the group will be operated as an integrated renewable energy organization. This is evidenced by the use of Pattern Operations' excess free cash flow to fund new developments, Pattern Development's reliance on the $440 million corporate revolving credit facility to meet its liquidity needs, and the possibility that TopCo may provide corporate guarantees and other forms of financial support to the group's development activities given their weaker credit profile. That said, the rating actions assume that overall construction risk and the liquidity and/or financial support provided by TopCo and Pattern Operations will remain manageable. This expectation considers the limited complexity of the projects currently under development, and that the vast majority of the assets will not require long multi-year building periods and will start construction only after all permits are in place. Moody's also anticipates funding strategies for the development operations that are not excessively shareholder friendly, and that GPI will also have access to the operational cash flow from PEGI's five Japanese projects, including the Tsugaru project currently under construction. This cash flow should help support new developments while the transfer of these assets to GPI will not impact the planned transactions to raise equity in Japan. Pattern Operations' positive outlook is strongly predicated on the assumption that the company's consolidated ratio of debt to EBITDA will remain below 8.0x. This expectation anticipates that the majority of the projects will be able to report a DSCR of at least 1.2x and that new debt obligations at the asset level will be sized such that the consolidated leverage ratio will remain below 8.0x. The positive outlook also assumes that Pattern Operations' ratio of net present value of the discounted cash flows before debt service to consolidated debt will hover around 130%. The positive outlook assumes that outstanding corporate bullet debt at Pattern Operations as well as the intermediate holding-companies in the US and Canada will remain modest during the 2020-2022 period. This will limit structural subordination and allow the obligor to cope better with the re-contracting risk that its projects are likely to face after their contractual arrangements expire. Furthermore, Moody's considers management's commitment to not incur any debt at TopCo and to record maximum corporate leverage such that the ratio of unconsolidated holding companies' debt to EBITDA will range between 3-4x. CPPIB's track-record of overall prudent financial policies, the corporate governance provisions agreed to between the new shareholders, and limits on the minority ownership-stake of Riverstone's sponsored private equity funds of TopCo further underpin its consolidated metric expectations. LIQUIDITY Pattern Operations' SGL-2 speculative grade liquidity rating reflects good liquidity and its expectation that operating cash flows will be sufficient to meet the debt service obligations. Moody's anticipates that it will upstream the vast majority of its excess cash flow to help fund the group's development activities but that distributions will moderate during years when it acquires new operational assets. The SGL-2 assumes that management will use its available cash balance and borrowings under the credit facility to fund the redemption of PEGI's $225 million convertible notes. Borrowings will be also used to repay the outstanding balance under Pattern Development's existing credit facility before its cancelation. However, the SGL-2 strongly assumes that equity contributions received from CPPIB and Riverstone, as well as the excess cash flows generated by Pattern Operations' subsidiaries during the rest of 2020, will be used to make additional repayments such that the outstanding balance under the revolving credit facility falls below $100 million by year-end. These bank facilities are the only debt at these intermediate holding companies and Moody's expects that they will remain comfortably in compliance with the underlying covenants. These financial covenants require that the subsidiaries maintain a leverage ratio (the ratio of borrower debt to borrower cash flows) that does not exceed 5:50:1.00 and an interest coverage ratio (the ratio of borrower cash flow to borrower interest expense) that is not less than 1.75:1.00. Borrowings under the revolving credit facility are subject to material adverse and representation clauses, a material credit negative. However, Moody's understands that the companies have not faced any challenges borrowing under the facilities despite the current uncertain macro-economic environment. The SGL-2 anticipates that the vast majority of Pattern's encumbered projects will comfortably meet their distribution tests (typically at 1.2x) over the next several months and be able to upstream cash flows. The only exception is the Hatchet Ridge project, the only Pattern project contracted with Pacific Gas & Electric Company, the future of which is dependent on the utility's pending bankruptcy proceedings. In addition, the group has entered into tax equity partnerships (total around $1.2 billion) over six projects which in most cases reduces the amount of cash that is distributable to Pattern (except Broadview's new pay-go tax equity arrangement). NOTCHING CONSIDERATIONS The Ba3 rating on the 2024 notes reflects Moody's Loss Given Default methodology based on Pattern Operations' CFR, Probability of Default Rating and the collateral provided to the secured lenders under the revolving and the term loan facilities. The redemption of the 2020 convertible notes will result in a capital structure with a material proportion of secured debt, including the aforementioned term loan and revolving credit facilities of Pattern US Operations Holdings LLC and Pattern Canada Operations Holdings ULC. The collateral package securing these credit facilities consists of the holding companies' equity interests in the assets operating in the US and Canada. Although the majority of the assets have outstanding project debt or tax equity obligations, the recovery prospects of the lenders of the secured credit facilities, in case of default, are better than the unsecured debt. This difference in the recovery prospects may limit the possibility of an upgrade of the $350 million Ba3 senior unsecured notes should the CFR be upgraded to Ba2. Assignments: Issuer: Pattern Energy Operations LP Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned Ba3-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Affirmations: Issuer: Pattern Energy Group Inc. Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5 from LGD4) Withdrawals: Issuer: Pattern Energy Group Inc. Corporate Family Rating, Withdrawn , previously rated Ba3 Probability of Default Rating, Withdrawn, previously rated Ba3-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Outlook Actions: Issuer: Pattern Energy Operations LP Outlook, Assigned Positive Issuer: Pattern Energy Group Inc. Outlook, Changed To No Outlook From Stable FACTORS THAT COULD LEAD TO AN UPGRADE An upward movement in Pattern's CFR is likely if there are no material deviations in the implementation of the new ownership and organizational structure or corporate policy decisions over the next twelve to eighteen months that are detrimental to Pattern Operations and TopCo's credit quality. These include financial decisions that prevent Pattern Operations, including any new TopCo debt, from recording consolidated ratio of debt to EBITDA below 8.0x. As explained above, in the absence of changes to Pattern Operations' capital structure, an upgrade of its CFR to Ba2 may not result in an upgrade of the senior unsecured notes. FACTORS THAT COULD LEAD TO A DOWNGRADE A stabilization of the outlook and/or downgrade is possible if Pattern's leverage deteriorates such that its consolidated debt to EBITDA exceeds 8x, on a sustained basis. Pattern Operations' ratings could also be lowered if Moody's perceives that, against its expectations, there is material exposure to construction risk at TopCo and/or the obligor's sister companies, and/or if corporate governance or accounting concerns emerge as risks to credit quality. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. PBF ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ------------------------------------------------------------- Egan-Jones Ratings Company, on March 9, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by PBF Energy Incorporated to BB+ from BBB-. PBF Energy Inc. is a petroleum refiner and supplier of unbranded transportation fuels, heating oils, lubricants, petrochemical feedstocks, and other petroleum products. PENNRIVER COMMUNITY: Seeks to Obtain $1.5M of Back-up Funds ----------------------------------------------------------- Pennriver Community, LLC, seeks authority from the Bankruptcy Court to obtain a secured post-petition super priority financing of up to $1,500,000 from Quick Liquidity, LLC to fund the Debtor's business operations and capital expenditures. The DIP loan, which bears interest at 12%, will mature in 12 months and is secured by a first priority mortgage on the real property commonly known as 209 Cherry Hill Trail, Inkster, Michigan, with administrative priority and secured status under Section 364(c)(1) of the Bankruptcy Code. The Debtor files the DIP motion in the event the Bankruptcy Court denies the Debtor's second motion to use cash collateral. A copy of the motion is available for free at https://is.gd/O7NyuW from PacerMonitor.com. About Pennriver Community Pennriver Community, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Pennriver Community sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-41082) on Jan. 26, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Mark A. Randon oversees the case. Zousmer Law Group, PLC is the Debtor's legal counsel. PORTERS NECK COUNTRY: Selling All Assets for $3.5 Million --------------------------------------------------------- Porters Neck Country Club, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the private sale of substantially all of its operating assets to Porters Neck Country Club Acquisition, LLC for $3.5 million, subject to overbid. Objections, if any, must be filed within 21 days from the date of the notice. The Debtor and Stalking Horse Bidder executed an Asset Purchase Agreement for the Acquired Assets, and the assumption and assignment of the Assigned Contracts, which is expressly subject to Bankruptcy Court approval in all respects. The salient terms of the APA are: a. Purchase Price: $3.5 million at Closing, plus any amounts necessary to cure prepetition defaults or arrearages on Assigned Contracts. b. Capital Improvement Investment by Purchaser: An aggregate investment of not less than $2 million over the 3 years following Closing to fund capital improvements identified in the Purchase Agreement, plus an aggregate of not less than $800,000 in additional working capital during years 4 through 10 following Closing. c. Assigned Contracts: Existing equipment leases and cart leases will be assumed and assigned to the Purchaser. The Debtor will pay any amounts coming due from the petition date through closing, and the Purchaser will pay any required cure payment of outstanding obligations which came due prior to the petition date. d. Overbid Period: 60 days following approval of the Purchaser as Stalking Horse Bidder e. Closing: will occur within two weeks after entry by the Bankruptcy Court of the Sale Order approving the sale of the Acquired Assets to the Purchaser, provided that the Sale Order is not subject to a stay f. Due Diligence: Completed g. Dues and Initiation Fees: Membership Dues will be allocated and prorated as of the Closing. The unpaid portion of membership initiation fees owed to the Debtor (because of a deferred payment arrangement) by an Old Club Member who elects to become a New Club Member will be payable by such Member to the Purchaser from and after the Closing. h. Closing Costs: Paid by the Debtor (i) prorated ad valorem taxes for current year; (ii) unpaid ad valorem taxes for prior years; (iii) revenue stamps, if applicable. i. Closing Costs: Paid by the Purchaser (i) recording fees; (ii) prorated ad valorem taxes for current year j. Break-Up Fee: $100,000 k. Timing of Payment of Break-Up Fee to Stalking Horse Bidder: 3rd business day after closing to a bidder other than Stalking Horse Bidder Each party is responsible for its own attorneys' and other professionals' fees incurred in connection with the Purchase Agreement, the Bankruptcy Case and the transactions or other matters contemplated thereby. The Debtor asks that the sale of the Acquired Assets be made free and clear of any and all liens, encumbrances, claims, rights and other interests. The Debtor asks approval of a procedure for the orderly sale of the Acquired Assets to further maximize the recovery for the Estate on the terms set forth herein, according to the Bidding Procedures set forth on Exhibit B. The salient terms of the Bidding Procedures are: a. Bid Deadline: TBD, 2020 at 10:30 a.m. b. Initial Bid: $3,675,000 plus Additional Capital commitments of not less than $2.8 million c. Deposit: $100,000 d. Auction: TBD, 2020 at 10:30 a.m. e. Bid Increments: TBD f. Sale Hearing: TBD, 2020 at 10:30 a.m. g. Closing: Two weeks after entry by the Bankruptcy Court of a Sale Order h. Break-up Fee: $100,000 i. Overbid Protection: 5% of the Closing Payment Upon completion of the sale of the Acquired Assets, the Debtor's counsel will file a subsequent Motion for authority to disburse the closing proceeds, except for the items specifically authorized therein. The Debtor prays that the Court enter an order: (i) allowing the Sale of the Acquired Assets to the Stalking Horse Bidder on the terms and conditions set forth in the Purchase Agreement, subject to higher and better bids, free and clear of all liens, claims, encumbrances, rights and interests; (ii) allowing Porters Neck Country Club Acquisition, LLC to serve as the Stalking Horse Bidder for the sale of the Acquired Assets on the terms set forth; (iii) approving the proposed Bidding Procedures; (iv) approving the payment of the break-up fee to the Stalking Horse Bidder in the amount of $100,000, to be paid to the Stalking Horse Bidder from the sales proceeds at closing, in the event the Stalking Horse Bidder is not the successful bidder; (v) approving overbid protection for the Stalking Horse Bidder in the amount equal to 5% of the proposed Closing Payment, resulting in a minimum overbid from other potential bidders in an amount of at least $3,675,000, plus a binding commitment to fund the Capital Improvements and provide Old Club Members an opportunity to become New Club Members under the terms and conditions set forth in the Purchase Agreement; (vi) authorizing a 60-day Overbid Period following the Court's entry of an Order approving Porters Neck Country Club Acquisition, LLC as the Stalking Horse Bidder to allow Qualified Bidders to submit a qualifying bid to the counsel for the Debtor; and (vii) approving the proposed qualifications for a Qualified Bidder; (viii) establishing a date whereby the Acquired Assets will be auctioned if one or more Qualified Bidders submit a qualifying overbid and that, following the auction, the Court conducts a hearing to approve the auction, the Successful Bidder and the Back-up Bidder, and enter the Sale Order. The Purchaser: PORTERS NECK COUNTRY CLUB 400 Donald Ross Drive Raleigh, NC 27610 Attn: John P. McConnell The Purchaser is represented by: Joshua J. Otto. Esq. WYRICK ROBBINS YATES & PONTON LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 - and - John A. Northen, Esq. NORTHERN BLUE, LLP 1414 Raleigh Road, Suite 435 Chapel Hill, NC 27517 About Porters Neck Country Club Porters Neck Country Club, Inc. -- https://www.portersneckcountryclub.com/ -- is a full-service country club, boasting an 18-hole, Tom Fazio-designed golf course, in Wilmington, North Carolina. The club, which promotes a family-oriented environment, also has seven state-of-the-art Har-Tru tennis courts, a swimming complex, a fitness center and dining facilities. Porters Neck Country Club sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-04309) on Sept. 19, 2019, in Wilmington, N.C. The club was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. Judge Joseph N. Callaway oversees the cases. Hendren Redwine & Malone, PLLC serves as Porters Neck Country Club's legal counsel. On Dec. 17, 2019, two special committees were formed to represent current and former members of Porters Neck Country Club who hold equity membership certificates. Ayers & Haidt, PA represents the committee comprised of current members of the club while Stubbs & Perdue, P.A. represents the special committee of the club's former members. PRC ACQUISITION: Seeks to Hire Jones Lang as Broker --------------------------------------------------- PRC Acquisition, LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Jones Lang LaSalle Brokerage, Inc. as its broker. Jones Lang will assist the Debtor in the sale of real property located at 1 Racquet Lane, Monroeville, Pa. The building is approximately 170,000 square feet and is currently vacant. Jones Lang with be paid a commission of 6 percent of the gross sale proceeds except that the firm will be paid a 3 percent commission from a sale of the property to Grace Life Church and a 2 percent commission from a sale of the property to Marc Alaia. Jones Lang does not represent any interest adverse to the Debtor or other "parties-in-interest," according to court filings. The firm can be reached through: Justin Walbert Jones Lang LaSalle Brokerage, Inc. 8343 Douglas Avenue Suite 100 Dallas, TX 75225 Phone: 1-214-438-6100 About PRC Acquisition PRC Acquisition, LLC, a company that owns and operates health clubs and spas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23923) on Oct. 7, 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 Gregory L. Taddonio. The Debtor tapped Robert O. Lampl Law Office as its legal counsel. PRECIPIO INC: Completes Transaction with Poplar Healthcare ---------------------------------------------------------- Precipio, Inc. has completed the non-cash transaction of the transition of Oncometrix's customer base, as discussed in Precipio's recent announcement. As stated previously, the transaction with Poplar involves no upfront exchange of cash or equity in consideration, providing for a non-dilutive transaction. Assuming a continued successful implementation of the transition and no disproportionate impact from COVID-19, management anticipates that the transaction will impact revenue growth, gross margin and cash flow: 1. Projected Revenues more than Double. This transaction and Precipio's current growth initiatives have increased revenue projections for the 2020 Hemepath diagnostic business to more than $6.5M, representing more than 160% increase (or 2.6x) when compared to the 2019 unaudited pathology services revenues of $2.5M. 2. Projected Gross Margin more than Doubles. As a highly scalable, volume-driven business, this growth will have a material impact on Precipio's laboratory business gross margin. With minimal capital equipment expenditures required to process the increase in volume, the Company anticipates Hemepath product line gross margins to improve from the current level of 16% to 34%. Furthermore the Company projects incremental Hemepath business above $6.5M to reach estimated margins of 50%. 3. Projected Cash Burn Reduced by more than $800K. While Precipio has absorbed the three additional sales representatives from Oncometrix, as well as several additional hires in laboratory operations to handle the volume increase, it is anticipated that the net cash impact due to this transaction will be an estimated reduction of $800,000 in cash burn on an annualized basis. "We are delighted to complete this transaction, partner with Precipio for the hematopathology business, enabling us to focus on our other core businesses," said James Sweeney, CEO of Poplar Healthcare. "We look forward to continued collaboration with Precipio in other areas of our partnership." "While every absorption of a business is challenging, this transaction is an exact fit with current Precipio operations. I am confident in our team's quick execution of this strategic initiative, and believe it will have a substantial impact on the company," said Ilan Danieli, Precipio CEO. "We are excited to work with the Oncometrix team and continue to provide their customers and patients with outstanding quality and service; we too look forward to a continued fruitful partnership with the Poplar team." About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. Precipio incurred a net loss of $15.69 million for the year ended Dec. 31, 2018, compared to a net loss of $20.69 for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $22.52 million in total assets, $7.23 million in total liabilities, and $15.29 million in total stockholders' equity. The audit opinion included in the Company's Annual Report for the year ended Dec. 31, 2018, contains a "going concern" explanatory paragraph. Marcum LLP, in Hartford, CT, the Company's auditor since 2016, stated in its report dated April 16, 2019 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. PRINTEX INC: Exclusive Filing Period Extended Until April 9 ----------------------------------------------------------- Judge Charles E Rendlen III of the U.S. Bankruptcy Court for the Eastern District of Missouri extended until April 9, the exclusive period during which Printex, Inc., MidAmerica Pic & Pac Inc., and Medford Randal Park can file their Chapter 11 Plan and Disclosure Statement. About Printex Inc. Printex Inc. and its affiliates, Medford Randal Park and Midamerica Pick & Pack Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case Nos. 19-20132 to 19-20134) on May 31, 2019. At the time of the filing, Printex estimated assets of between $1 million to $10 million and liabilities of the same range. Meanwhile, Midamerica Pick estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Cruse.Chaney-Faughn, PC, is the Debtors' their legal counsel. PRO-FIT DEVELOPMENT: 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 Pro-Fit Development, Inc., according to court dockets. About Pro-Fit Development Pro-Fit Development, Inc. filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-06717) on Aug. 4, 2016. The Debtor listed total assets of $1.53 million and total liabilities of $1.41 million. The Debtor is represented by Buddy D. Ford, Esq., Jonathan A. Semach, Esq., and J. Ryan Yant, Esq., at Buddy D. Ford, P.A. The case is assigned to Judge Rodney K. May. No official committee of unsecured creditors has been appointed in the case. PSYCHAMERICA BEHAVIORAL: Court Waives PCO Appointment ----------------------------------------------------- Karen S. Jennemann, the U.S. Bankruptcy Judge in the Middle District of Florida considered an affidavit and testimony of Max R. Magnasco in response to the Court's Order to Show Cause Why an Ombudsman Should Not Be Appointed in the Chapter 11 case of Psychamerica Behavioral Services LLC. Accordingly, the Court held that the Show Cause Order is discharged and pursuant to 11 U.S.C. Section 333(a)(1), the Court finds that the appointment of an ombudsman is not necessary for the protection of the Debtor's patients. A full-text copy of the Court's Order is available at https://tinyurl.com/s73nhez from PacerMonitor.com at no charge. About Psychamerica Behavioral Services Psychamerica Behavioral Services LLC is a mental health service provider in Central Florida doing business as Big Bear Behavioral Health. Psychamerica Behavioral Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07902) on Dec. 2, 2019. In the petition signed by Max R. Magnasco, managing member, the Debtor was estimated to have assets under $50,000 and liabilities under $1 million. The Debtor is represented by Aldo G. Bartolone, Jr., Esq. at Bartolone Law, PLLC. PVM ELECTRIC: Wants to Maintain Plan Exclusivity Through May 1 -------------------------------------------------------------- PVM Electric, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusivity period to propose a Chapter 11 plan to May 1, and the period to solicit acceptances for the plan to June 26. PVM Electric filed its plan and disclosure statement on Jan. 28, 2020. The disclosure statement was conditionally approved and confirmation of the plan is currently set for April 2, 2020. About PVM Electric LLC PVM Electric LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-15977) on May 3, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of less than $1 million. The case has been assigned to Judge Erik P. Kimball. The Debtor is represented by Aaron A. Wernick, Esq., at Furrcohen P.A. No official committee of unsecured creditors has been appointed in the Debtor's bankruptcy case. QEP RESOURCES: Egan-Jones Lowers Senior Unsecured Ratings to B -------------------------------------------------------------- Egan-Jones Ratings Company, on March 10, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by QEP Resources Incorporated to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. With a proud legacy and an exciting future, QEP Resources is a leading independent crude oil and natural gas exploration and production company focused on two of the most prolific resource plays in the continental United States — the Permian Basin in Texas and the Williston Basin in North Dakota. R-DREAM FARM: Asks Court to Extend Exclusivity Period to April 9 ---------------------------------------------------------------- R-Dream, LLC asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend to April 9 the exclusivity period and the deadline for the company to file a Chapter 11 plan and disclosure statement. R-Dream is currently seeking financing to help the company get through bankruptcy. If the financing effort fails, it is likely that the company will ask for the bankruptcy case to be dismissed or converted to one under Chapter 7. About R-Dream Farm R-Dream Farm, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-10920) on Sept. 11, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,001 and $1 million and liabilities of between $100,001 and $500,000. Judge Thomas P. Agresti oversees the case. The Debtor is represented by Steidl & Steinberg. REGAL ROW: Providence Selling Dallas Property for $2.5 Million -------------------------------------------------------------- Providence Bank of Texas, SSB, secured creditor of Regal Row Fina, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of the real property located at 1607 Regal Row, Dallas, Texas to Victron Stores, L.P. for $2.5 million. In its Schedule A/B, the Debtor lists Providence Bank as a secured creditor in the amount of $831,875 with liens on the Debtor's Property. The value of the property is listed as $2.5 million. The Debtor does not list the Providence Bank debt as contingent, unliquidated, or disputed. Prior to the sale process described, the Debtor owned and operated a convenience store, fast-food operation and filling station at the Property. The Debtor has executed three deeds of trust in favor of Providence Bank granting it a second lien on the Property in order to secure the indebtedness totaling not less than $794,466 of SYP-Northwest, L.C., a Debtor affiliate, on certain Promissory Notes in favor of Providence Bank. On Sept. 25, 2019, the Debtor filed its Schedules and listed Providence Bank as a secured creditor with a secured claim in the total the amount of $831,875. On Nov. 13, 2019, the Debtor filed its Amended Motion Sale Motion with the intent of selling the Property to the Buyer. On Dec. 6, 2019, the Court entered its Sale Order. The Sale Order provided, among other things, as follows: (i) the Property be sold free and clear of all liens (including the Providence Bank Lien) to the Buyer for the sales price of $2.5 million; (ii) Republic Title of Texas, Inc. ("Escrow Officer") was permitted to pay closing costs and certain amounts to satisfy certain liens against the Property, including the Providence Bank Lien in the amount of $200,000, plus accrued interest and fees; and (iii) the balance of the sale proceeds would be paid to the Debtor to be maintained in a separately segregated DIP account for distribution in accordance with further orders of the Court. On Jan. 16, 2020, the Escrow Agent paid Providence Bank the sum of $203,598, which constituted the principal amount, interest, and late fees, in partial satisfaction of the Providence Bank Lien. On Jan. 21, 2020, Providence Bank filed Proof of Claim number 13 as a secured claim in the amount of $583,424. As of the filing of the Motion, no one has objected to the Providence Bank Claim and thus it is deemed allowed. As of the date of filing of this Motion, the Providence Bank Claim remains unpaid, while Sale Proceeds sufficient to pay the Claim remain in the Debtor's DIP account. On Feb. 5, 2020, the Debtor filed its Motion for Use of Sale Proceeds to Pay Final Expenses wherein it asks the Court's authority to use the Sale Proceeds in its DIP account to pay certain business expenses (including costs of goods, payroll, utilities and maintenance fees) that total $39,587. On June 3, 2014 SYP-Northwest executed that certain Promissory Note of same date in the principal amount of $549,000 in favor of Providence Bank. Promissory Note 1 was guaranteed by the Debtor. Providence Bank originally extended the funds on Promissory Note 1 for the purchase of a parcel of real property directly adjacent to the Property ("Building Lot"). To secure the indebtedness under Promissory Note 1, SYP-Northwest granted Providence Bank a security interest in the Property through a Deed of Trust executed on June 3, 2014. Deed of Trust 1 was filed in the real property records of Dallas County, Texas on June 9, 2014 as document number 20140014909. On May 24, 2016, SYP-Northwest executed that certain Promissory Note of same date in the principal amount of $82,875 in favor of Providence Bank. To secure an extension and modification of the indebtedness owed to Providence Bank by SYP-Northwest under Promissory Notes 1 and 2, the Debtor granted Providence Bank a security interest in the Property through a Deed of Trust executed on May 10, 2019. Deed of Trust 2 was filed in the real property records of Dallas County, Texas on May 10, 2019 as document number 201900120469. The Alamo Title Insurance Title Commitment, Commitment No. 6001571900051, noted Deed of Trust 2 secured the indebtedness of two certain Promissory notes in the amounts of $82,875 and $549,000, which amount represent Promissory Notes 2 and 1 respectively. To secure the indebtedness of SYP-Northwest under Promissory Note 3, the Debtor granted Providence Bank a security interest in the Property through a Deed of Trust executed on May 10, 2019. Deed of Trust 3 was filed in the real property records of Dallas County, Texas on May 10, 2019 as document number 201900120408. The Debtor's Sale Motion acknowledges that the Property is subject to the liens created and perfected under Deed of Trust 2 and Deed of Trust 3. As a result of the foregoing transactions, Providence Bank has a perfected, second-priority lien on the Property and a secured claim against the Debtor in the amount of no less than $794,466. Promissory Note 2 was originally extended to purchase a parcel of land. It was renewed in March of 2019 and matures in January 2020. Promissory Note 3 is a line of credit extended May 10, 2019 for general working capital needs for borrower and indirectly for affiliates. Promissory Note 1 and Promissory Note 2 were renewed in March 2019. Promissory Note 1 accrues interest at the rate of $83 per day. Promissory Note 2 accrues interest at the rate of $14 per day. By the Motion, Providence Bank asks an order from the Court directing the Debtor to pay $521,610 plus a per diem of $82,7683 on account of Promissory Note 1, and $73,164 plus a per diem of $14 per day on account of Promissory Note 2 to Providence Bank from the remaining Sale Proceeds in its DIP account (or in the segregated account required by the Sale Order if it has been established), in satisfaction of the Providence Bank Lien and Claim. By its Sales Proceeds Motion, the Debtor proposes to pay certain business expenses totaling $39,587 as priority administrative expenses; however, it provides no legal authority for the priority of such payments before the satisfaction of valid secured claims, including that of Providence Bank. Providence Bank asks that the Court directs the Debtor to pay Providence Bank $521,610 plus a per diem of $82,7683 on account of Promissory Note 1, and $73,164 plus a per diem of $14 per day on account of Promissory Note 2 from the Sale Proceeds in satisfaction of Providence Bank's valid Lien and Claim. Based on the foregoing, Providence Bank asks that the Court enters an order: (i) granting the Motion and directing the Debtor to pay Providence Bank $521,610 plus a per diem of $82,7683 on account of Promissory Note 1, and $73,164 plus a per diem of $14 per day on account of Promissory Note 2 from the Sale Proceeds; (ii) directing the Debtor to pay Providence Bank its accrued and unpaid reasonable attorney's fees in the amount of $13,231; (iii) denying the relief sought in the Debtor's Sales Proceeds Motion to the extent such relief would provide for the Debtor's business expenses to be paid before the Providence Bank Claim; and (iv) grant Providence Bank such other and further relief it which it is entitled. 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. RR DONNELLEY: Egan-Jones Lowers Senior Unsecured Ratings to B- -------------------------------------------------------------- Egan-Jones Ratings Company, on March 10, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by RR Donnelley & Sons Company to B- from B. EJR also upgraded the rating on commercial paper issued by the Company to B from C. R.R. Donnelley is an American Fortune 500 integrated communications company that provides marketing and business communications, commercial printing, and related services. Its corporate headquarters are located in Chicago, Illinois, United States. RYDER SYSTEM: Egan-Jones Lowers FC Senior Unsecured Rating to BB ---------------------------------------------------------------- Egan-Jones Ratings Company, on March 9, 2020, downgraded the foreign currency senior unsecured ratings on debt issued by Ryder System Incorporated to BB from BB+. Ryder System, Inc., commonly known as Ryder, is an American provider of transportation and supply chain management products, and is especially known for its fleet of rental trucks. Ryder specializes in fleet management, supply chain management, and dedicated contracted carriage. SAGICOR FINANCIAL: Fitch Alters Outlook on 'BB' LT IDR to Stable ---------------------------------------------------------------- Fitch Ratings has revised Sagicor Financial Company Limited's Rating Outlook to Stable from Positive. In addition, Fitch has affirmed SFCL's Long-Term Issuer Default Rating at 'BB' and senior debt ratings at 'BB-'. KEY RATING DRIVERS SFCL's Outlook revision to Stable coincides with Fitch's decision to revise its industry outlook to negative, and reflects significant uncertainty created by the global coronavirus pandemic, which has resulted in high levels of volatility in capital markets. This, in turn, has resulted in a sharp drop in interest rates, as well as significant variability in stock, bond and derivative prices. Life insurers are also exposed to spikes in mortality. The combination will likely create some pressure on earnings and variability in capital levels, the severity and duration of which is impossible to predict at this time. Fitch believes the totality of these conditions no longer support a Positive Outlook. SFCL's ratings consider the company's strong and improving capitalization, and the operating and economic environments of two of its main insurance subsidiaries in Jamaica and Barbados, both of which have below-investment grade sovereign ratings. SFCL has very high capital exposure and concentrations in below-investment-grade sovereign debt, which are primarily used to meet local regulatory requirements and match local liabilities. The ratings also consider SFCL's strong and stable profitability, and macroeconomic challenges associated with low interest rates. RATING SENSITIVITIES A near-term return to a Positive Outlook would hinge on a fast resolution of the coronavirus situation, with minimal impact on the economy, which Fitch currently views as highly unlikely. Barring that, longer-term sensitivities that could result in an upgrade include: -- No material deterioration in economic and operating environments and sovereigns of Jamaica, Trinidad, and Barbados resulting from the coronavirus situation; -- Deployment of capital proceeds from the AQY transaction to grow operations in investment grade jurisdictions; -- Decline in financial leverage ratio below 25% (adjusted to exclude non-controlling interests from capital). Fitch is continuing to monitor the potential impact of the coronavirus pandemic on ratings, including development of appropriate base case ratings assumptions. Downward pressure could result if application of Fitch's base case ratings assumptions would indicate a pro-forma financial profile that falls outside of the flowing sensitivities: -- Significant deterioration in the economic and operating environments and sovereigns of Jamaica, Trinidad, and Barbados which would lead to a material decline in operating performance and/or credit profile of SFCL's investment portfolio; -- Deterioration in key financial metrics, including consolidated MCCSR falling below 180% and financial leverage exceeding 50% and ROE below 5% on a sustained basis. SARAH AIR: Trustee Selling Aircraft to Classic for $170K -------------------------------------------------------- Kelly Hagan, Chapter 11 trustee for Sarah Air, LLC, asks the U.S. Bankruptcy Court for the Western District of Michigan to authorize the sale of a North American T-28A, bearing manufacturer's serial number 436, and FAA Registration Number N128BC, with Curtiss-Wright R-1820-86A engine with serial number BL-520808 and with Hamilton Standard propeller model 33D50 serial number 140054, and all other parts, logbooks and manuals related to this airframe and the engine, to Classic Aircraft, LLC for $170,000. Among the assets of the estate is the Aircraft. The Trustee asks approval to sell the Aircraft free and clear of all liens, interests and encumbrances, with liens and encumbrances attaching to the proceeds of the sale for the benefit of the bankruptcy estate. The Aircraft is encumbered by a security interest granted to KeyBank National Association dated July 19, 2019 securing obligations in excess of $100 million. The Security Agreement is in dispute and is subject to an adversary proceeding being prosecuted by the Trustee, being Adversary Proceeding 19-80119-swd. The Adversary Proceeding asserts that the Security Agreement should be voided on various grounds including 11 U.S.C. Sections 547 and 548. The Granting of the Security Agreement was done Within the 90 days of the Petition Date to secure obligations of separate entities referred to as the Interlogic Borrowers. The Trustee does not believe that the Aircraft is encumbered by any other obligation except the obligation, if any, owed to KeyBank. Any transfer taxes or other taxes or fees imposed upon the sale of the Aircraft Will be paid from the sale proceeds. The Trustee has hired Broker Courtesy Aircraft, Inc., to assist in the sale of the Aircraft. The Broker has been very active in obtaining offers for the Trustee on the Aircraft and was instrumental in bringing the accepted offer to the Trustee. The Trustee has accepted an offer for the Aircraft in the amount of $170,000 pursuant to the Aircraft Purchase Agreement. If necessary to effectuate a sale, the Trustee, with the consent of the Buyer, reserves the right to extend the acceptance date and Closing Date beyond the contract terms or to substitute a different Buyer on substantially the same terms but at a price no less than the Purchase Price. The Trustee asks approval for the payment of ordinary closing costs including fees and taxes imposed upon the sale of the Aircraft, and customary fees charged by Insured Aircraft Title Service, LLC who acts as escrow agent in the transfer of the Aircraft to the Buyer. All valid liens, interests and encumbrances attaching to the Aircraft will attach to the net proceeds from the sale of the Aircraft to the same extent and priority as if the liens were attached to the Aircraft. The Trustee will not utilize the net proceeds from the sale without the consent of KeyBank or further order of the Court. The transfer of the Aircraft will be "as is, where is" and free and clear of all liens, interests and encumbrances. The Trustee believes that a sale of the Aircraft is in the best interest of the estate and creditors. The Trustee also asks the approval of the Broker's commission. The Broker's employment has been approved by the Court. The Broker's commission is 8% of the gross sales price. The Trustee asks the Court's approval to pay the Broker's commission at closing. After the payment of all undisputed liens, closing costs, fees and taxes, the Broker's Commission and the like, the sale proceeds will be held by the Trustee subject to a determination of the validity and extent of the attachment of the Security Agreement to the Aircraft and its proceeds. A copy of the APA is available at https://tinyurl.com/rfje43c from PacerMonitor.com free of charge. About Sarah Air LLC Sarah Air, LLC, an air conditioning contractor in Pinellas Park, Fla., sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 19-04268) on Oct. 8, 2019, listing under $1 million in both assets and liabilities. The case is jointly administered with six other affiliates under Najeeb Ahmed Khan (Bankr. W.D. Mich. Lead Case No. 19-04258.) The Debtor tapped Robert F. Wardrop, II, Esq., at Wardrop & Wardrop. P.C., as counsel. Kelly M. Hagan was appointed as Chapter 11 trustee for the Debtor. The trustee is represented by Kevin M. Smith, Esq., at Beadle Smith, PLC. SCHAEFER AMBULANCE: Exclusivity Period Extended Through April 1 --------------------------------------------------------------- Judge Neil W Bason of the U.S. Bankruptcy Court for the Central District of California extended the periods during which only Schaefer Ambulance Service, Inc. may file a Chapter 11 plan of reorganization and solicit acceptances for the plan to April 1 and July 1, respectively. Schaefer may assume or reject unexpired leases of non-residential real property until April 1. Schaefer has sold most of its personal and real properties since it filed for bankruptcy protection. Currently, the company's operations consist primarily of billing and collections on its substantial accounts receivable, finalizing the sale of certain personal property, consolidating patient and client records, and selling the remaining real properties. The company has rejected most leases and vacated from properties it no longer needs as part of its ambulance services, and continues to reduce its workforce to those personnel necessary to maintain its limited operations. About Schaefer Ambulance Service Schaefer Ambulance Services, Inc. -- http://www.schaeferamb.com/-- is an emergency medical services provider specializing in basic life support; paramedic; critical care; neonatal; event standbys; and other specialized medical services. The Company offers ground transport for hospitals, urgent care centers, convalescent homes, physicians, insurance companies, fire departments and private/public events. Schaefer Ambulance was founded by Walter Schaefer in 1932. Schaefer Ambulance Services filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11809) on Feb. 20, 2019. In the petition signed by Leslie Maureen McNeal, treasurer, the Debtor is estimated to have $1 million to $10 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Neil W. Bason. Craig G. Margulies, Esq., at Margulies Faith LLP, is the Debtor's counsel. BidMed, LLC, is the asset liquidation broker. SEACOR HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to B- ----------------------------------------------------------------- Egan-Jones Ratings Company, on March 10, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by SEACOR Holdings Incorporated to B- from B. SEACOR Holdings is a Fort Lauderdale based public company in the marine services business. It has 5,316 employees as of 2013 and sales of annual sales of $1.6 billion. Florida Trend ranked it as Florida's 35th largest company. SEACOR incorporated in 1989. SIX FLAGS: Egan-Jones Lowers Senior Unsecured Ratings to BB ----------------------------------------------------------- Egan-Jones Ratings Company, on March 13, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Six Flags Incorporated to BB from BB+. Six Flags Entertainment Corporation, also known as Six Flags Theme Parks or simply Six Flags, is an amusement park corporation based in the United States, with properties in Canada, Mexico, and the contiguous United States. SONIC AUTOMOTIVE: Egan-Jones Lowers Sr. Unsecured Ratings to B+ --------------------------------------------------------------- Egan-Jones Ratings Company, on March 10, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Sonic Automotive Incorporated to B+ from BB-. Sonic Automotive is a Fortune 500 company based in Charlotte, North Carolina, and is the fifth largest automotive retailer in the United States. The company's founder and Executive Chairman O. Bruton Smith are also the Executive Chairman and a director of Speedway Motorsports. SOUTHWESTERN ENERGY: Egan-Jones Lowers Sr. Unsec. Ratings to BB --------------------------------------------------------------- Egan-Jones Ratings Company, on March 11, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Southwestern Energy Company to BB from BB+. Southwestern Energy is a natural gas exploration and production company organized in Delaware and headquartered in Spring, Texas. The company is ranked 642nd on the Fortune 500. The company's primary exploration and production activities are in the Appalachian Basin in Pennsylvania and West Virginia. SPERLING RADIOLOGY: Court Vacates PCO Appointment Order ------------------------------------------------------- Mindy A. Mora, the U.S. Bankruptcy Judge in the Southern District of Florida, agreed to waive the appointment of a patient care ombudsman in the Chapter 11 case of Sperling Radiology, P.C., P.A. d/b/a Sperling Prostate Center after the Debtor filed its Expedited Verified Motion to Waive Appointment of Ombudsman. The Court previously directed the U.S. Trustee to appoint a Patient Care Ombudsman for Sperling Radiology. That order is now vacated, the Court held. About Sperling Radiology Sperling Radiology P.C., P.A. is a privately held company in Delray Beach, Fla., that offers radiology services. Sperling Radiology filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-26480) on Dec. 10, 2019. In the petition signed by Sam Farbstein, chief operating officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Philip J. Landau, Esq. at Shraiberg, Landau & Page, P.A., is the Debtor's counsel. SPI ENERGY: Sells Sun Roof I Solar Project in Italy for EUR1.1M --------------------------------------------------------------- SPI Energy Co., Ltd. has closed the sale of its Sun Roof I assets, a 479 kWp rooftop solar project located in Aprilia, Italy, that has been in operation since 2012. Proceeds from the sale were approximately EUR 1.1 million before transaction fees, strengthening the Company's balance sheet and providing additional capital for the development of solar assets in the US. Mr. Xiaofeng Peng, chief executive officer of SPI Energy, commented, "We are excited about the successful sale of Sun Roof I, which followed the sale of Sun Roof II and Sun Roof V to the same buyer. The sale is part of our strategic plan to consolidate our solar platform in Europe as we continue to grow our solar projects pipeline in the United States, such as the recently announced acquisition of the Oregon Portfolio." About SPI Energy SPI Energy Co., Ltd. -- http://www.spisolar.com/-- is an established green energy player with global operations in key markets in Australia, Europe, Japan and the United States. It is leveraging its solar platform and industry expertise to make strategic investment opportunities in green industries with significant growth and earnings potential and/or industries than can benefit from green power. SPI Energy reported a net loss attributable to shareholders of the Company of $12.28 million for the year ended Dec. 31, 2018, compared to a net loss attributable to shareholders of the Company of $91.08 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, SPI Energy had $188.73 million in total assets, $188.7 million in total liabilities, and $70,000 in total equity. Marcum Bernstein & Pinchuk LLP, in Beijing, China, the Company's auditor since 2018, issued a "going concern" opinion 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. SPINEGUARD INC: Gets Interim OK to Use Cash Collateral ------------------------------------------------------ SpineGuard, Inc., asked the Bankruptcy Court to authorize use of cash collateral to be able to continue its business operations. The Debtor acted as a guarantor in favor of its parent company with respect to a pre-petition investment and subscription agreement with bondholders Norgine Ventures Fund I S.C.A. SICAR and Harbert European Specialty Lending Company II, S.A.R.L. Under the investment and subscription agreement, the Debtor's parent borrowed €4,500,000 (or approximately $4,905,000) from the issuance of bonds in order to refinance the parent's debt and to obtain working capital. As of January 31, 2020, principal and interest owed under the subscription agreement equaled €4,150,966 (or approximately $4,524,553). A copy of the motion is available for free at https://is.gd/JEU2n2 from PacerMonitor.com. Judge John T. Dorsey authorized the Debtor to use cash collateral on an interim basis (subject to the carve-out for wind-down expenses after a termination event shall have occurred) from the Petition Date through and including the earliest to occur of: * March 18, 2020 at 5 p.m. eastern time, * the date on which a termination event occurs, and * the entry of a final order. As adequate protection for the bondholders' interests, the bondholders are granted a continuing replacement security interest in and lien on all pre-petition collateral and on property acquired by the Debtor after the Petition Date, of the same nature, kind, character as the pre-petition collateral and all proceeds and profits thereof. The bondholders' claim in the Debtor's Chapter 11 case will have priority under Section 507(b) of the Bankruptcy Code, in the event the adequate protection provided proves to be inadequate. About SpineGuard, Inc. Based in San Francisco, California, SpineGuard, Inc. -- https://www.spineguard.com -- is an importer and distributor of single-use, disposable, Dynamic Surgical Guidance (DSG) instruments that measure the density of tissue and enable surgeons to drill holes, safely and without damaging nerves, into the pedicles of a vertebral body in the spine during spinal fusion surgery. A wholly-owned subsidiary of SpineGuard, S.A., SpineGuard, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 20-10332) on February 13, 2020. In the petition signed by Steve McAdoo, general manager, USA, the Debtor estimated between $1 million and $10 million in both assets and liabilities. Hanson Bridgett LLP is the Debtor's counsel. Judge John T. Dorsey is assigned to the case. STAK DESIGN: Spoon Buying All Assets for $175K ---------------------------------------------- Stak Design, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the private sale of substantially all assets to Spoon Exhibit Services, Inc., for $175,000, subject to overbid. STAK does not have established sources of revenue sufficient to meet its operating costs, and its existing sources of cash are not adequate to meet its liquidity requirements. It has determined that a sale of its Assets to Spoon under the terms of the Asset Purchase Agreement, and assumption and assignment of various executory contracts and unexpired leases, will enable STAK to realize the highest and best offer for the Assets and Contracts, and thereby maximize the benefit to STAK's estate and its creditors. To maximize the value of STAK's estate, STAK asks approval to sell the Assets free and clear of liens, claims, encumbrances, and interests to Spoon by private sale and assume and assign the Contracts to Spoon. In connection with the sale, STAK also asks a finding that Spoon is a good faith buyer under Section 363(m) of the Bankruptcy Code. In the event STAK and Spoon do not close the transaction contemplated by the Purchase Agreement, STAK asks that the Court enters an order approving bidding procedures on a private sale basis. On Feb. 5, 2020, STAK and Spoon entered into the Purchase Agreement. The proposed private sale of the Assets to Spoon is appropriate in light of the facts and circumstances of the Chapter 11 case. STAK marketed the Assets extensively prior to the Petition Date. There is a low probability that STAK will find a buyer with a better offer than Spoon. The sale of the Assets will result in a greater return to creditors than the liquidation of STAK's Assets. Therefore, the sale of the Assets wil be free and clear of the liens, claims and encumbrances. If the sale to Spoon cannot be consummated, and the alternative bid for private sale is not successful, the current prospects for the case appear to be a conversion to Chapter 7 liquidation. A Chapter 7 liquidation will add another layer of administrative expense and a non-going concern sale will certainly generate less sale proceeds, and would thus have a negative impact on all of STAK's creditors. Accordingly, the sale of STAK's Assets should be approved because it would maximize the value of its estate. STAK proposes to assume the Contracts pursuant to the Sale Motion. Spoon will be financially capable of consummating the Purchase Agreement and satisfying all future obligations under the Contracts because Spoon, as assignee to such Contracts, will provide adequate assurance of future performance, and such Contracts can be assumed and assigned. The Debtor estimates that it will receive total consideration of $350,000 from the sale through a combination of cash payment and assumption of certain liabilities. It will also retain most of its cash, most of its accounts receivable and certain equipment the Buyer does not want which will be sold through an auction with Rosen Systems. Other than professional fees, the Debtor does not anticipate any other non-ordinary course administrative expenses to be incurred in connection with the sale. It has use of cash collateral and sufficient funds to continue its operations through the anticipated sale closing date. The Debtor has the following pre-petition debt: (i) Secured Debt - $195,000; and (ii) Unsecured Debt - $1,584,628. STAK's principal, Stan Zalenski and his daughter, Holly Zalenski, will be employed by Spoon pursuant to the Employment Agreements. STAK expects its secured debt to Valliance will be paid from sale proceeds and other retained assets which serve as collateral for the Valliance debt. There is no connection between Valliance and the Debtor or any insiders except for Mr. Zalenski's personal guarantee of the Valliance debt. Mr. Zalenski is receiving his normal salary of $21,000 per month pending approval of the sale. STAK will provide notice of the Motion to all parties entitled to notice pursuant to Bankruptcy Rule 2002. A hearing on the Motion is set for 21 days from the date of Motion service. Objections, if any, must be filed at least four days in advance of such hearing. A copy of the APA is available at https://tinyurl.com/yx3fhh8y from PacerMonitor.com free of charge. About Stak Design STAK Design, Inc. -- http://www.stakdesign.com/-- is a custom design, engineering, and manufacturing firm. The Company works directly with architects, designers, developers, and general contractors for custom millwork, retail displays, kiosks, RMUs, specialty environments, and custom tradeshow exhibits. STAK Design filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 20-30424) on Feb. 4, 2020. In the petition signed by Stanley Zalenski, president, the Debtor was estimated to have between $500,000 and $1 million in assets and $1 million and $10 million in liabilities. Judge Harlin Dewayne Hale is assigned to the case. McGuire, Craddock & Strother, P.C., represents the Debtor. STILLWATER 8665: Allowed Access to Cash for Construction Expenses ----------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Stillwater 8665, LLC to use cash collateral for the payment of construction expenses in the approximate amount of $5,000, for the real property known as 8665 Old Federal Road, Ball Ground, GA 30107. A final hearing on the Motion will be scheduled to coincide with a hearing on Debtor's Motion to Sell Real Property. In its Motion, counsel for Debtor represented that based upon the terms of the primary construction loan, whose security interest is held by PC IRA, LLC, there remains a final draw of $5,000, which is due to be paid to the contractor, Marvin Wargo, on behalf of the Debtor. The bankruptcy judge ordered that the final $5,000 draw will be released to Mr. Wargo, in two installments, whereby Mr. Wargo will receive half of the draw prior to commencement of work to promptly complete the work, and the remaining $2,500 is to be paid to Mr. Wargo only upon confirmation that the work is substantially completed and the home is ready for listing and sale to a buyer, as confirmed by an agent of Frances White's choosing. About Stillwater 8665 Based in Dawsonville, Ga., Stillwater 8665, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-20224) on Feb. 3, 2020, listing under $1 million in both assets and liabilities. Judge James R. Sacca oversees the case. A. J. Mitchell, Esq., at the Law Office Of A. J. Mitchell, LLC, is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. STL RENAISSANCE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of STL Renaissance Properties LLC. About STL Renaissance Properties STL Renaissance Properties, LLC, a company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-10144) on Jan. 30, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million to $10 million and liabilities of the same range. Judge Tony M. Davis oversees the case. Jerome A. Brown, Esq., at The Brown Law Firm is the Debtor's legal counsel. SUMMIT MIDSTREAM: Egan-Jones Lowers Senior Unsecured Ratings to B+ ------------------------------------------------------------------ Egan-Jones Ratings Company, on March 9, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Summit Midstream Partners LP to B+ from BB-. Summit Midstream Partners LP is focused on owning and operating midstream energy infrastructure that is strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in North America. The Company currently provides fee-based natural gas gathering and compression services. TAMPA BAY MARINE: 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 Tampa Bay Marine Towing & Service, Inc., according to court dockets. About Tampa Bay Marine Towing & Service Tampa Bay Marine Towing & Service, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01418) on Feb. 14, 2020, listing under $1 million in both assets and liabilities. Jake Blanchard, Esq., at Blanchard Law P.A., represents the Debtor as legal counsel. TATUNG CO: Gets Interim Access to Cash Thru May 23 -------------------------------------------------- Tatung Company of America, Inc., in a fourth cash collateral motion supplement, seeks interim permission from the Bankruptcy Court to continue using cash collateral, pending a further continued hearing on the motion. A proposed sixth budget the Debtor filed in Court provided for (i) a net increase (from the prior fifth budget) in accounts receivable projection of $347,655, (ii) a net decrease in cost of goods sold of $220,113, (iii) a net decrease in wages of $4,085, and (iv) net increase in other operating expenses - resulting to a total net increase in ending cash balance of $447,020. A copy of the fourth supplement is available free of charge at https://is.gd/tiKZoh from PacerMonitor.com. Judge Neil Bason approved the motion on an interim basis through May 23, 2020. The Court granted East West Bank a replacement lien on certain of the Debtor's post-petition assets as adequate protection for the Debtor's use of the cash collateral. Hearing on the motion is continued to April 21, 2020 at 1:00 p.m. Objections must be filed by April 14, 2020. About Tatung Company of America Tatung Company of America, Inc., distributes technology products for computers and electronics original equipment manufacturers. The Company manufactures personal computer monitors, home appliances, point-of-sale equipment, air conditioners, coolers, and purifiers. Tatung Company of America sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-21521) on Sept. 30, 2019. In the petition signed by CRO Jason Chen, the Debtor was estimated to have assets ranging between $10 million to $50 million and liabilities of the same range. Judge Neil W. Bason is assigned to the case. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P serves as the Debtor's counsel. RSR Consulting, LLC, is the financial advisor. THREESQUARE LLC: Seeks to Extend Exclusivity Period to May 11 ------------------------------------------------------------- Threesquare, LLC asked the U.S. Bankruptcy Court for the Northern District of West Virginia to extend the periods during which only the company can file and solicit acceptances for their Chapter 11 plan to May 11 and July 13, respectively. Threesquare said that finalizing the sale of its real properties, restructuring its debt and obtaining additional financing will allow the company to reorganize successfully. Since filing its bankruptcy petition, the company has employed a realtor to market some of its real properties. The company has fielded at least two serious offers of purchase from interested parties and has negotiated with secured creditors with regards to "adequate protection" agreements. About ThreeSquare LLC ThreeSquare, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. W.Va. Case No. 19-00975) on Nov. 12, 2019. The Debtor was estimated to have $500,001 to $1 million in assets and less than $10 million in liabilities. Judge Frank W. Volk oversees the case. The Debtor hired Turner & Johns, PLLC, as its legal counsel. TRI-POINT OIL: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Tri-Point Oil & Gas Production Systems, LLC 5555 San Felipe St. Suite 1250 Houston, TX 77056 Business Description: The Debtors together form an oil and gas production and processing equipment company headquartered in Houston, Texas. Their services include engineering and design, installation, start-up, and after-market field maintenance to provide custom engineered and configured solutions to upstream and midstream customers. In addition, the Debtors provide services including training, on-site service, testing services, and aftermarket maintenance and repair. The Debtors also own and operate supply stores, located in the Permian Basin, Mid-Continent, and Rocky Mountain regions. Visit https://www.tri-pointllc.com for more information. Chapter 11 Petition Date: March 16, 2020 Court: United States Bankruptcy Court Southern District of Texas Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Tri-Point Oil & Gas Production Systems, LLC (Lead Case) 20-31777 FR Tri-Point LLC 20-31778 Tri-Point Service GP, LLC 20-31779 Tri-Point Services LLC 20-31780 Judge: Hon. David R. Jones Debtors' Bankruptcy Counsel: Joshua W. Wolfshohl, Esq. Aaron J. Power, Esq. Genevieve M. Graham, Esq. Michael B. Dearman, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, Texas 77002 Tel: (713) 226-6000 Fax: (713) 226-6248 E-mail: jwolfshohl@porterhedges.com apower@porterhedges.com ggraham@porterhedges.com mdearman@porterhedges.com Debtors' Financial Advisor: ALIXPARTNERS, LLP Debtors' Claims & Noticing Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC. D/B/A STRETTO https://cases.stretto.com/tri-point Tri-Point Oil's Estimated Assets: $10 million to $50 million Tri-Point Oil's Estimated Liabilities: $50 million to $100 million The petition was signed by Jeffrey Martini, CEO. A copy of Tri-Point Oil's petition is available for free at PacerMonitor.com at: https://is.gd/9StBQ7 List of Tri-Point Oil's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Iron Pillar Energy Trade Debt- $1,506,454 PO Box 53367 Ongoing Midland, TX 79710 Litigation 2. Industrial Piping Specialists Trade Debt $937,417 PO Box 581270 Tulsa, OK 74158-1270 Tel: 918-437-9100 Fax: 877-436-9095 3. Noble Energy Inc. Trade Credits $796,445 1205 N Lamesa Rd Midland, TX 79701 Tel: 281-872-3100 4. Petrohawk Energy Corporation Overpayment $650,000 (BHP Billiton Petroleum) 1360 Post Oak Blvd. Houston, Texas 77056 Tel: 713-227-7890 Fax: 713-224-7890 Email: greaves@firstreserve.com 5. LFS Loveland, LLC Unsecured Note $600,000 12535 Country Road 2 Brighton, CO 80603 6. Cundo Sandblasting LLC Trade Debt $562,057 PO Box 7163 Odessa, TX 79760 Tel: 432-557-6734 7. Willbanks Metals, Inc. Trade Debt $377,652 PO Box 675064 Dallas, TX 75267-5064 Tel: 817-625-6161 Fax: 817-625-8487 Email: info@willbanksmetals.com 8. Micro Motion, Inc. Trade Debt $337,431 22737 Network Place Chicago, IL 60673-1227 Tel: 314-553-2000 Email: contactus@emerson.com 9. Titus Industrial Trade Debt $307,898 14580 Midway Rd Farmers Branch, TX 75244 Tel: 469-289-1773 10. H and E Equipment Services Inc. Trade Debt $293,491 P.O. Box 84950 Dallas, TX 75284-9850 Tel: 225-298-5200 11. Long Industries, Inc. Trade Debt $272,056 105 FCR 413 Buffalo, TX 75831 Tel: 903-389-3262 Email: sales@longindustries.us 12. Reliance Metalcenter Trade Debt $269,147 PO Box 561450 Denver, CO 80256-1450 Tel: 619-263-2141 Fax: 619-474-1311 Email: jsinohui@rsac.com 13. Diamondback E and P LLC Trade Credits $247,602 PO Box 380 Orange City, IA 51041-0380 Tel: 432-221-7400 Email: ownerrelations@diamondbackenergy.com 14. American Piping Products Trade Debt $244,069 825 Maryville Centre Drive, Ste 310 Chesterfield, MO 63017 Tel: 800-316-5737 Fax: 636-536-1363 Email: credit@amerpipe.com 15. Trinity Heads, Inc. Trade Debt $236,959 P.O. Box 732666 Dallas, TX 75373-2666 Tel: 936-825-6581 Fax: 936-825-6470 16. Britt Schmidt Severance $199,661 711 Pifer Rd Houston, TX 77024 17. Marsh Wortham Trade Debt $193,077 PO Box 301513 Dallas, TX 75303-1513 Tel: 713-526-3366 18. Energy Sales, LLC Trade Debt $189,683 PO Box 31001-2641 Pasadena, CA 91110-2641 Tel: 432-580-7280 Fax: 432-580-7275 Email: JL@energysalesllc.com 19. Balon Corporation Trade Debt $179,311 3245 South Hattie Avenue OKC, OK 73129 Tel: 405-677-3321 Fax: 405-677-3917 20. IFS North America, Inc. Trade Debt $165,491 Dept CH17074 Palatine, IL 60055-7074 Tel: 888-437-4968 21. Protech Sales, USA Corp Trade Debt $158,332 12340 Mead Way Littleton, CO 80125-9352 Tel: 303-471-0040 Fax: 303-471-8487 22. Iron Mule Products Inc. Trade Debt $153,804 PO Box 238 Cassville, MO 65625 Tel: 417-846-0050 Fax: 417-847-5273 23. Rocky Mountain Oilfield Warehouse Trade Debt $150,165 414 S. Elm St. Casper, WY 82601 Tel: 888-599-2200 Fax: 307-233-4851 24. Profire Energy Inc. Trade Debt $150,153 321 S 1250 Ste 1 Lindon, UT 84042 Tel: 855-776-3473 Email: solutions@profireenergy.com 25. Sumitec International Inc. Trade Debt $148,370 577 Hillcrest Drive Bolingbrook, IL 60440 Tel: 877-837-9618 Fax: 936-569-8722 Email: sumitecsales@comcast.com 26. Absolute Metal Products, LLC Trade Debt $140,015 7208 Gessner Road, Houston, TX 77040 Tel: 713-340-5990 Fax: 713-466-4473 27. Unique Flo Trade Debt $131,481 P.O. Box 207444 Dallas, TX 75320-7444 Tel: 888-999-3588 Email: sales@uniqueflo.com 28. General Air Service and Supply Trade Debt $130,749 1105 Zuni St. Denver, CO 80204 Tel: 303-892-7003 Fax: 303-595-9036 29. Midwestern Pipeline Products Trade Debt $128,104 2119 S Union Ave Tulsa, OK 74107 Tel: 918-858-4201 Fax: 918-446-6384 Email: sales@sidebooms.com 30. SE Corrosion Specialties LLC Trade Debt $118,993 PO Box 52588 Midland, TX 79710 Tel: 432-664-4983 TRIDENT BRANDS: Reports $12.2 Million for FY Ended Nov. 30 ---------------------------------------------------------- Trident Brands Incorporated filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $12.22 million on $2.15 million of net revenues for the 12 months ended Nov. 30, 2019, compared to a net loss of $8.42 million on $5.65 million of net revenues for the 12 months ended Nov. 30, 2018. As of Nov. 30, 2019, the Company had $3.95 million in total assets, $28.48 million in total liabilities, and a total stockholders' deficit of $24.54 million. The Company's cash and cash equivalents balance at Nov. 30, 2019 was $1,013,674. Management believes the current funds available to the company will be sufficient to fund its operations for the next twelve months from the date the financial statements are issued. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 16, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/yEpbOP About Trident Brands Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a Sandfield Ventures Corp., is focused on the development of high growth branded and private label consumer products and ingredients within the nutritional supplement, life sciences and food and beverage categories. The platforms the Company is focusing on include: life science technologies and related products that have applications to a range of consumer products; nutritional supplements and related consumer goods providing defined benefits to the consumer; and functional foods and beverages ingredients with defined health and wellness benefits. TRONOX INC: Legal Malpractice Suit v Montgomery McCracken Junked ---------------------------------------------------------------- Bankruptcy Judge Michael E. Wiles dismissed with prejudice the amended complaint filed by plaintiff Stanley Waleski against the defendants in the case captioned STANLEY WALESKI, on his own behalf and on behalf of all others similarly situated, Plaintiff, v. MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP, et al., Defendants, Adv. Pro. No. 19-01087 (MEW) (Bankr. S.D.N.Y.). Mr. Waleski filed the lawsuit on his own behalf and on behalf of a purported class of persons who claim they were injured by exposures to chemicals that were released from a plant in Avoca, Pennsylvania. Plaintiff alleges that Montgomery, McCracken, Walker & Rhoads, LLP committed legal malpractice in its representation of Mr. Waleski and the Avoca Plaintiffs during the bankruptcy cases of Tronox Incorporated and its affiliates and that as a result, the Avoca Plaintiffs' recoveries were less than they should have been. Two individual defendants were named in the original Complaint but have since been dropped from the action. The Avoca Plaintiffs are 4,362 individuals who claim they were poisoned or sickened by releases of toxic and carcinogenic chemicals, including creosote, from a plant in Avoca, Pennsylvania. They hired the Powell Law Group, P.C. during the early 2000s to pursue personal injury claims against Kerr-McGee Corporation and its affiliates, which had owned and operated the Avoca plant. Thereafter, certain Kerr-McGee entities transferred assets to a newly-formed company that the parties have referred to as "New Kerr-McGee," leaving certain assets (and tort liabilities) with the "Old" Kerr-McGee companies. The "Old" Kerr-McGee entities, now renamed as Tronox, Inc. and its affiliates, later filed bankruptcy petitions in this Court on Jan. 12, 2009, which stayed the pending personal injury cases. After the bankruptcy filing, the Powell Firm contracted with MMWR to represent the Avoca Plaintiffs during the Tronox bankruptcy cases. To that end the Powell Firm entered into a Contingent Fee Agreement with MMWR, dated Jan. 27, 2009. The Contingent Fee Agreement provided that MMWR "will, in a manner to be mutually agreed with [the Powell Firm]," represent the interests of the Avoca Plaintiffs in the Tronox bankruptcy proceeding, and "shall proceed in the Tronox Bankruptcy in such manner as [the Powell Firm] and [MMWR] shall both agree." Plaintiff alleges that MMWR should have filed claims on behalf of the Avoca Plaintiffs in the aggregate amount of more than $5.3 billion, but that MMWR did not do so. Instead, MMWR overruled concerns expressed by other counsel and filed the claims in "unknown" amounts. In the late fall of 2010, MMWR allegedly instructed the Avoca Plaintiffs' other counsel to "fit all of the Avoca Plaintiffs' claims into a payout matrix with allocations for each disease category so that the claims would total $852,476,000, which was an artificial, understated, unexplained and targeted amount." On January 15, 2014, the trustee of the Tronox Trust issued a report showing claims to be paid by the Trust. The report showed that the Avoca Plaintiff's claims had been allowed in the aggregate amount of approximately $949 million. Ultimately, a total of $618 million was allotted for the satisfaction of Non-Asbestos Toxic Exposure Claims under the Trust. The Avoca Plaintiffs received their pro rata shares (a total of $329,693,120) in compensation for their claims. The class suit was filed in the Court of Common Pleas in Luzerne County, Pennsylvania. It was removed from the Pennsylvania state court to the District Court for Middle District of Pennsylvania. Plaintiff filed a motion to remand the case to the state court, and the defendants filed a motion to transfer the case to the Southern District of New York. The Pennsylvania District Court granted the transfer motion but declined to decide the remand motion so that it could instead be resolved by the Bankruptcy Court following the transfer. The Bankruptcy Court later issued its Memorandum Decision Denying Plaintiffs' Motion for Remand or Abstention, dated July 18, 2019. On that same day the Court entered an Order that denied Plaintiffs' motion for remand and/or abstention. Prior to the transfer of the case, the defendants filed a motion to dismiss the complaint for failure to state a cause of action. Among the arguments asserted by the defendants was that Plaintiff's claims are barred by the applicable statute of limitations. The orders entered by the District Court in Pennsylvania had stayed further action on the motion to dismiss; after the transfer the parties did not take further action to obtain a hearing on the motion, and the prior stay remained in place. However, Plaintiff filed a separate motion seeking permission to file an amended complaint. MMWR opposed the motion to amend, arguing that an amendment would be futile because the proposed amended complaint could not survive a motion to dismiss. In its opposition papers MMWR reiterated its argument that the claims are time-barred. The malpractice action was filed on April 11, 2018. MMWR argued that Plaintiff's claims are in reality tort claims (not breach of contract claims) and that the claims therefore are barred by Pennsylvania's two-year statute of limitations for tort claims. Alternatively, MMWR argued that, even if Plaintiff were entitled to assert breach of contract claims, those claims accrued prior to April 11, 2014, and therefore they are barred by Pennsylvania's four-year statute of limitations for contract claims. The Bankruptcy Court agrees with both contentions. In this case the only contract cited in the Amended Complaint is the Contingent Fee Agreement between MMWR and the Powell Firm. There is not a single allegation in the Amended Complaint that alleges a breach of a specific undertaking in that contract. Instead, Plaintiff alleges that "[t]he parties' agreement included the implied promise and legal mandate that [MMWR] would zealously, competently and diligently represent the interests of the Plaintiffs. There is no provision in the Contingent Fee Agreement that governs the manner in which proofs of claim would be filed, or the representations that Defendant could undertake, or the circumstances under which MMWR could terminate its representation. The gist of Plaintiff's claims is that MMWR violated professional standards of care -- not that MMWR violated a contract. The contract merely established a relationship between the parties. It is tort law (not contract law) that defined the duties of care to be followed by MMWR in performing its work, and the alleged violations of those duties of care constitute tort claims, not contract claims. Plaintiff argues that rulings about the "gist of the action" require the resolution of factual issues and can only be made by a jury at trial. According to the Bankruptcy Court, the Bruno decision contemplates that a court should determine the correct character of a claim based on the pleadings. Bruno v. Erie Ins. Co., 106 A.3d at 68 (Pa. 2014) (holding that "the underlying averments supporting the claim in a plaintiff's complaint" are the "determinative factor" in deciding "whether the claim is truly one in tort, or for breach of contract.") In any event, Plaintiff has not identified any factual issues that need to be resolved, and the Court can think of none. The Bankruptcy Court, therefore, concludes that the allegations in the Amended Complaint assert tort claims, not contract claims, and that the claims are barred by Pennsylvania's two-year statute of limitations. Even if the Amended Complaint properly asserted breach of contract claims, and even if a four-year statute of limitations applied, the claims asserted in the Amended Complaint would still be time-barred. Under Pennsylvania law, the time within which an action must be commenced is computed "from the time the cause of action accrued." An action accrues "when the plaintiff could have first maintained the action to a successful conclusion." The alleged breaches of duty described in the Amended Complaint all could have been ascertained from public events and filings that occurred no later than mid-February 2011. Plaintiff's April 11, 2018 effort to assert contract claims based on those matters is barred by the statute of limitations. A copy of the Court's Memorandum Decision dated Feb. 21, 2020 is available at https://bit.ly/32u3AbD from Leagle.com. Stanley Waleski, on his own behalf and on behalf of all others similarly situated, Plaintiff, represented by Richard G. Haddad, Otterbourg Steindler Houston & Rosen P.C, Scott Michael Hare, Law Office of Scott M. Hare, Ashley Keller, Keller Lenkner LLC, Travis D. Lenkner -- tdl@kellerlenkner.com.-- Keller Lenkner LLC & Seth Meyer -- sam@kellerlenkner.com -- Keller Lenkner LLC. Montgomery, McCracken, Walker & Rhoads, LLP, Natalie D. Ramsey & Leonard A. Busby, Defendants, represented by Daniel Brier -- dbrier@mbk.law.com -- Myers Brier & Kelly, LLP, Suzanne Conaboy -- sconaboy@mbklaw.com -- Myers, Brier & Kelly, LLP, Robert P. Johnson -- Rob.Johnson@ThompsonHine.com -- Thompson Hine LLP, Barry M. Kazan -- Barry.Kazan@ThompsonHine.com -- Thompson Hine LLP, Emily G. Monitor, Thompson Hine LLP, Emily Montion -- Emily.Montion@ThompsonHine.com -- Thompson Hine LLP & Donna A. Walsh, Myers Brier & Kelly, LLP. About Tronox Inc. Tronox Inc., a/k/a New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represented the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants served as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders were appointed in the cases. The Creditors Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors' First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated Nov. 5, 2010. Under the Plan, Tronox reorganized around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. TWIFORD ENTERPRISES: Seeks to Use Cash Collateral ------------------------------------------------- Twiford Enterprises, Inc., asked the Bankruptcy Court to authorize use of $273,893 in cash collateral, pursuant to the budget. Stephen R. Winship, Esq., the Debtor's counsel at Winship & Winship, P.C., disclosed that Rolling Hills Bank and Trust has refused to allow the Debtor to use some $51,672.90 remaining at the end of January 2020. Mr. Winship also disclosed that the Debtor is currently holding cattle sale proceed checks totaling $73,098.20. RHB, however, will not permit the use of any cash collateral unless the Debtor agrees to pay RHB $27,000 per month. When the Debtor has offered to pay $27,000 into escrow from the anticipated cash collateral proceeds in the manner provided for in Article two of its Amended Modified Plan of Reorganization, dated November 18, 2019, RHB has rejected said adequate protection offer. The Debtor, in effect, does not have funds to pay the expenses it needs in order to operate. The Debtor, accordingly, is seeking the Court's authority to use the cash collateral. A copy of the motion is available for free at https://is.gd/ttSPEQ from PacerMonitor.com. About Twiford Enterprises Twiford Enterprises, Inc., is a privately held company in Glendo, Wyoming in the crop farming industry. The Company owns in fee simple 2870 acres of land and buildings located at 642 Horseshoe Creek Road Glendo, Wyoming having an appraised value of $4.65 million. Its gross revenue amounted to $2.23 million in 2017 and $2.38 million in 2016. Twiford Enterprises filed a Chapter 11 bankruptcy petition (Bankr. D. Wyo. Case No. 18-20120) on March 9, 2018. In its petition signed by its secretary, Jack Twiford, the Debtor disclosed total assets of approximately $7.68 million and $6.49 million in total debt. The Hon. Cathleen D. Parker is the case judge. The Debtor hired Stephen R. Winship, Esq., at Winship & Winship, P.C., as counsel. U.S. SILICA: Egan-Jones Lowers Senior Unsecured Ratings to CCC -------------------------------------------------------------- Egan-Jones Ratings Company, on March 13, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by U.S. Silica Holdings Inc. to CCC from B. EJR also downgraded the rating on commercial paper issued by the Company to C from B. U.S. Silica Holdings, Incorporated is a domestic producer of commercial silica, a specialized mineral that is input into a range of end markets. The Company operates in two segments: Oil & Gas Proppants, and Industrial & Specialty Products. UNITED AIRLINES: Moody's Puts Ba2 CFR on Review for Downgrade ------------------------------------------------------------- Moody's Investors Service placed its debt ratings of United Airlines Holdings, Inc. and its subsidiaries, including the Ba2 corporate family rating, on review for downgrade and downgraded the speculative grade liquidity rating to SGL-2 from SGL-1. The rapid and widening spread of the coronavirus outbreak, the deteriorating global economic outlook, falling oil prices and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The passenger airline sector has been one of the sectors most significantly affected by the shock given its exposure to travel restrictions and sensitivity to consumer demand and sentiment. More specifically, United is left vulnerable to shifts in market sentiment in these unprecedented operating conditions, and the company remains vulnerable to the outbreak continuing to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The action reflects the impact on United of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. In its review for downgrade, Moody's considers that the coronavirus will significantly curtail US domestic and global demand for air travel through at least June. For now, Moody's assumes a measured pace of recovery in demand commencing in the third quarter. Moody's anticipates that the accelerating incidence of the coronavirus across the US will lead to further capacity reductions across the industry and, potentially, a temporary restriction on passenger air services, both domestically and to and from additional foreign countries. Moody's current assumption is that domestic industry capacity in the US is cut by 50% in the second quarter and by 25% in the third quarter versus the respective quarters in 2019. For the three US global carriers, Moody's assumes capacity on international routes will shrink by 90% or more in the second quarter and a slower recovery than for domestic traffic following the virus' decline. Moody's assumes United's full year capacity would reduce by about 40%. However, there are high risks of more challenging downside scenarios and the severity and duration of the pandemic and travel restrictions are uncertain. In its review, Moody's will consider (i) the sufficiency of the company's liquidity profile, which is substantial with about $6 billion of cash and short-term investments currently on hand; (ii) United's ability to timely and, in what magnitude, aggressively reduce expenses and capital investments to reduce cash outflows as new booking levels recede; (iii) evolving market conditions, including demand patterns and responsive additional capacity cuts; (iv) the potential for and types of support the US government might provide to the US airlines; and (v) the potential to timely restore its credit metrics and a stronger cash buffer following the coronavirus, both of which will require prioritization of debt reduction over share repurchases. LIQUIDITY United's liquidity is substantial, with about $6 billion of cash and short-term investments after arranging and drawing a $2 billion 364-day facility last week. It's $2 billion revolving credit facility also remains available. There is no requirement to represent that no material adverse change has occurred ahead of borrowing. Moody's believes the company had a pool of unencumbered assets aggregating about $8 billion in value coming into 2020 that it could pledge to raise additional funding, should this become necessary. A sizeable portion will likely be pledged to the new 364-day facility or a follow-on facility that terms that out. A $300 million unsecured note is due in December 2020. Moody's estimates that about $1.0 billion of amortization remains on various aircraft financings in 2020. RATINGS RATIONALE The Ba2 corporate family rating reflects United's favorable business profile as the third largest US and global airline based on revenue, and the benefits to earnings of the improvements in service delivery and operational reliability of the past 24 months. The ratings could be downgraded if Moody's believes the impacts of the coronavirus will lead to a steeper and longer decline in passenger demand and weaker credit metrics. A shutdown of US domestic airspace could lead to a downgrade, as would aggregate liquidity falling below $5 billion. Additional downward ratings pressure would result from (i) a longer-running decline in passenger bookings beyond the second quarter of 2020, or a slower pace of recovery as a result of the coronavirus outbreak, particularly if not matched by further additional sources of liquidity; (ii) greater liquidity pressure from an inability to remove costs and cut capital spending; and/or (iii) if there are clear expectations that United will not be able to timely restore its financial profile once the virus recedes (for example, if debt-to-EBITDA is sustained above 4x or FFO plus interest-to-interest is sustained below 4.5x). There will be no upwards pressure on ratings until after passenger demand returns to pre-coronavirus levels, United maintains liquidity above $6 billion, and key credit metrics improve, as indicated by EBITDA margins above 18%, debt-to-EBITDA below 3x and funds from operations plus interest-to-interest of about 6x. The methodologies used in these ratings were Passenger Airline Industry published in April 2018, and Enhanced Equipment Trust and Equipment Trust Certificates published in July 2018. United Airlines Holdings, Inc. is the holding company for United Airlines, Inc. United Airlines and United Express operate an average of 4,900 flights daily to 362 airports across five continents. In 2019, United and United Express operated more than 1.7 million flights carrying more than 162 million customers. The company reported $43.3 billion of revenue in 2019. Downgrades: Issuer: United Airlines Holdings, Inc. Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 On Review for Downgrade: Issuer: United Airlines Holdings, Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Senior Unsecured Shelf, Placed on Review for Downgrade, currently (P)Ba3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba3 (LGD5) Issuer: United Air Lines, Inc. Senior Secured Pass-Through, Series 2007-1 Class A, Placed on Review for Downgrade, currently Ba1 Issuer: United Airlines, Inc. Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Baa3 (LGD2) Senior Secured Enhanced Equipment Trust, Series 1999-2 Class A-1, Placed on Review for Downgrade, currently Baa1 Senior Secured Enhanced Equipment Trust, Series 1999-2 Class B, Placed on Review for Downgrade, currently Baa2 Senior Secured Enhanced Equipment Trust, Series 2000-1 Class B, Placed on Review for Downgrade, currently Baa2 Senior Secured Enhanced Equipment Trust, Series 2000-1 Class A1, Placed on Review for Downgrade, currently Baa1 Senior Secured Enhanced Equipment Trust, Series 2000-2 Class A1, Placed on Review for Downgrade, currently Baa1 Senior Secured Enhanced Equipment Trust, Series 2001-A1, Placed on Review for Downgrade, currently A3 Senior Secured Enhanced Equipment Trust, Series 2005-ERJ1, Placed on Review for Downgrade, currently Ba1 Senior Secured Enhanced Equipment Trust, Series 2012-1 Class A, Placed on Review for Downgrade, currently A3 Senior Secured Enhanced Equipment Trust, Series 2012-1 Class B, Placed on Review for Downgrade, currently Baa2 Senior Secured Enhanced Equipment Trust, Series 2012-2 Class A, Placed on Review for Downgrade, currently A3 Senior Secured Enhanced Equipment Trust, Series 2012-2 Class B, Placed on Review for Downgrade, currently Baa2 Senior Secured Enhanced Equipment Trust, Series 2015-1 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2015-1 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2016-1 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2016-1 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2016-1 Class B, Placed on Review for Downgrade, currently Baa2 Senior Secured Enhanced Equipment Trust, Series 2016-2 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2016-2 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2016-2 Class B, Placed on Review for Downgrade, currently Baa2 Senior Secured Enhanced Equipment Trust, Series 2018-1 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2018-1 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2018-1 Class B, Placed on Review for Downgrade, currently Baa2 Senior Secured Enhanced Equipment Trust, Series 2019-1 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2019-1 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2019-2 Class AA, Placed on Review for Downgrade, currently Aa3 Senior Secured Enhanced Equipment Trust, Series 2019-2 Class A, Placed on Review for Downgrade, currently A2 Senior Secured Enhanced Equipment Trust, Series 2019-2 Class B, Placed on Review for Downgrade, currently Baa2 Senior Secured Equipment Trust, Series 2007-1 Class A, Placed on Review for Downgrade, currently Baa1 Senior Secured Equipment Trust, Series 2007-1 Class B, Placed on Review for Downgrade, currently Ba1 Issuer: CLEVELAND (CITY OF) OH Senior Unsecured Revenue Bonds, Placed on Review for Downgrade, currently Ba3 (LGD5) Issuer: Denver (City & County of) CO Senior Unsecured Revenue Bonds, Placed on Review for Downgrade, currently Ba3 (LGD5) Issuer: Hawaii Department of Transportation Senior Unsecured Revenue Bonds, Placed on Review for Downgrade, currently Ba3 (LGD5) Issuer: Houston (City of) TX Senior Unsecured Revenue Bonds, Placed on Review for Downgrade, currently Ba3 (LGD5) Issuer: New Jersey Economic Development Authority Senior Unsecured Revenue Bonds, Placed on Review for Downgrade, currently Ba3 (LGD5) Outlook Actions: Issuer: United Airlines Holdings, Inc. Outlook, Changed To Rating Under Review From Positive Issuer: United Airlines, Inc. Outlook, Changed To Rating Under Review From Positive VALLEY TIMBER: Plan Seeks Sale of Assets or Equity Interests ------------------------------------------------------------ Valley Timber Sales, Inc. the Debtor in this case submits this Disclosure Statement pursuant to Sec. 1125 of the Bankruptcy Code and in connection with the solicitation of acceptance of the Plan. Valley Timber Sales owns a wood treating facility in Gordonsville, Virginia. Although the Debtor has experienced financial difficulties associated with operational issues, the Debtor believes that the Yard (a) is capable of meeting its designed purpose under certain scenarios and (b) can be operated profitably. Accordingly, the Debtor has proposed its Plan of Reorganization which generally provides for the sale of (X) substantially all of its operating assets or (Y) its equity interests and, thereafter, payment of allowed claims as provided under the Bankruptcy Code. In a reorganization, where an equity offering represents the highest and best offer to the estate, at the confirmation hearing, the Debtor will seek approval for (1) the potential purchaser making said the equity offer to obtain equity interests of the Reorganized Debtor and (2) the Reorganized Debtor to retain substantially all of the Debtor's operating assets. Claims will be treated as follows: * Class 1 Secured Claim of Union. Union will be paid as provided in the DIP Financing Order. Thereafter, the Allowed Secured Claim of Union shall be paid either (a) in full from the Sale Proceeds or (b) as otherwise agreed by Union. Class 1 is Impaired. * Class 2 Secured Claim of HYG. The claim will be satisfied either by (a) payment in full from the Sale Proceeds, (b) surrender of the respective Collateral, or (c) as otherwise agreed by HYGClass 2 is Impaired. * Class 3 Other Secured Claims. To the extent there are Allowed Secured Claims, the same will be satisfied by (a) payment in full on the Effective Date, (b) as otherwise agreed between the holder of the Claim and/or (c) surrender of the relevant Collateral. Class 3 is Impaired. * Class 4 Priority Tax Claims. Allowed Priority Tax Claims shall be paid in full within five years from the Petition Date in the amount of Allowed Priority Tax Claims in not less than yearly payments on each Distribution Date beginning on the Initial Distribution Date and in a manner not less favorable than payments to Holders in Class 6. Class 4 is Impaired. * Class 5 Non-Tax Priority Claims. Provided that a Non-Tax Priority Claim has not been paid prior to the Effective Date, Allowed Non-Tax Priority Claims shall be paid in full in the amount of Allowed Non-Tax Priority Claims in not less than equal yearly payments within five (5) years from the Petition Date and in a manner not less favorable than payments to Holders in Class 6. The Debtor is aware of no outstanding Non-Tax Priority Claims. Class 5 is Impaired. * Class 6 General Unsecured Claims. On the later of each Distribution Date or the Date on which such Claim becomes Allowed, each Holder of an Allowed General Unsecured Claim shall be paid its pro rata share of the GUC Designation, if any. Class 6 is Impaired. In a liquidation, to the extent substantially all of the Debtor's operating assets are sold in connection with the market value procedures pursuant to an asset purchase agreement, and the Debtor does not reorganize, there will be a different treatment for allowed claims than: * Class 1 Secured Claims of Union. Until otherwise provided herein, Union shall be paid as provided in the DIP Financing Order. Thereafter, the Allowed Secured Claim of Union shall be paid either (a) in full from the Sale Proceeds or (b) as otherwise agreed by Union. Class 1 is Impaired. * Class 2 Secured Claim of HYG. The same will be satisfied either by (a) payment in full from the Sale Proceeds, (b) surrender of the respective Collateral, or (c) as otherwise agreed by HYG. Class 2 is Impaired. * Class 3 Other Secured Claims. To the extent there are Allowed Secured Claims, the same will be satisfied by (a) payment in full on the Effective Date, (b) as otherwise agreed between the holder of the Claim and/or (c) surrender of the relevant Collateral. The Debtor is aware of no Allowable Claims in Class 3. The Debtor is aware of no Allowable Claims in Class 3. Class 3 is Impaired. * Class 4 Priority Tax Claims. The Debtor will pay in Cash to each Holder of an Allowed Priority Tax Claim the amount of its Allowed Priority Tax Claim (or as applicable its pro rata share) from Sale Proceeds after the payment of amounts to Classes 1 through 3 and all Allowed Administrative Expenses including, but not limited to, Fee Claims. Class 4 is Impaired. * Class 5 Non-Tax Priority Claims. The Debtor will pay in Cash to each Holder of an Allowed Non-Tax Priority Claim the amount of its Allowed Non-Tax Priority Claim (or as applicable its pro rata share) from Sale Proceeds after the payment of amounts to Classes 1 through 3 and all Allowed Administrative Expenses, including, but not limited to, Fee Claims. Class 5 is impaired. * Class 6 General Unsecured Claims. The Debtor shall pay to the Holders of Allowed General Unsecured Claims each a pro rata share from the remaining, if any, Sale Proceeds, after the payment of amounts to Classes 1 through 5 and Allowed Administrative Expenses including, but not limited to, Fee Claims. Class 6 is Impaired A full-text copy of the Amended Disclosure Statement dated March 2, 2020, is available at https://tinyurl.com/s7m479h from PacerMonitor.com at no charge. Counsel to Valley Timber Sales: Tavenner & Beran, PLC 20 North Eighth Street, Second Floor Richmond, VA 23219 Tel: (804) 783-8300 Fax: (804) 783-0178 About Valley Timber Sales Valley Timber Sales, Inc., is primarily a wood treating facility located on Route 15 in Gordonsville, Virginia, directly off Interstate 64, approximately 18 miles east of Charlottesville, Virginia, and 50 miles west of Richmond, Virginia. Valley Timber Sales sought Chapter 11 protection (Bankr. W.D. Va. Case No. 19-60400) on Feb. 26, 2019. In the petition signed by Michele Pascarella, president, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Rebecca B. Connelly is the case judge. Paula Steinhilber Beran, and Lynn Lewis Tavenner, at TAVENNER & BERAN, PLC, in Richmond, Virginia, serve as the Debtor's counsel. VENTURE VANADIUM: Needs More Funds to Remain as Going Concern ------------------------------------------------------------- Venture Vanadium Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $86,661 on $0 of revenue for the three months ended Jan. 31, 2020, compared to a net loss of $17,213 on $0 of revenue for the same period in 2019. At Jan. 31, 2020, the Company had total assets of $1,107,782, total liabilities of $134,863, and $972,919 in total stockholder's equity. The Company said, "We had no revenues for the three months ended January 31, 2020. We currently have losses and have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about our ability to continue as a going concern. Management anticipates that we will depend, for the near future, on additional investment capital to fund operating expenses. We intend to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/m5iu3Y Venture Vanadium Inc. focuses on the evaluation and development of vanadium and rare earth metal exploration properties. Its primary project is the Desgrosbois vanadium-titanium property that consists of 30 mineral claims covering an area of 1,789.80 hectares located in Quebec, Canada. The company was formerly known as Aura Energy Inc. and changed its name to Venture Vanadium Inc. in February 2019. Venture Vanadium Inc. was founded in 2016 and is based in Pittsburgh, Pennsylvania. WALKER COUNTY HOSPITAL: Has Until May 9 to Exclusively File Plan ---------------------------------------------------------------- Judge David Jones of the U.S. Bankruptcy Court for the Southern District of Texas extended the exclusive periods for Walker County Hospital Corp. to file a Chapter 11 plan of reorganization and solicit acceptances for the plan to May 9 and July 10, respectively. Walker County Hospital said the extension of the exclusive periods will allow the plan process "to move forward in an orderly fashion and with better information for all stakeholders." Since filing its bankruptcy petition, Walker County Hospital has focused its efforts in obtaining financing, stabilizing its business operations, consummating the sale of its assets, and developing a plan. While the company has consummated the sale and continues to work with the unsecured creditors' committee and other concerned parties to formulate a plan, it does not expect to complete a plan prior to the expiration of the exclusive periods. About Walker County Hospital Corp. Walker County Hospital Corporation -- https://www.huntsvillememorial.com/ -- d/b/a Huntsville Memorial Hospital operates a community hospital located in Huntsville, Texas. It is the sole member of its non-debtor affiliate, HMH Physician Organization. Founded in 1927, the Facility provides health care services to the residents of Walker County and its surrounding communities. Walker County Hospital Corporation sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-36300) on Nov. 11, 2019 in Houston, Texas. At the time of filing, the Debtor was estimated with assets and liabilities both at $10 million to $50 million. The petition was signed by Steven Smith, chief executive officer. The Hon. David R. Jones is the case judge. The Debtor tapped Waller Lansden Dortch & Davis, LLP and Morgan Lewis as legal counsel; Healthcare Management Partners, LLC as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as notice and claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Nov. 23, 2019. The committee tapped Arent Fox LLP as legal counsel; Gray Reed & McGraw LLP as local counsel; and FTI Consulting, Inc. as financial advisor. WATSON VALVE: Court Grants Third Interim OK to Use Cash Collateral ------------------------------------------------------------------ Watson Valve Services, Inc., asked the Bankruptcy Court to authorize use cash collateral to pay certain business-related expenses and employee payroll totaling $180,100. The Debtor is seeking to conduct limited operations to preserve the value of its assets, to mitigate liability arising from non-performance of customer obligations to the extent possible, to be responsive to the various agencies as they conduct on-going investigations, to work on pending insurance claims, to collect accounts receivable, and to assist with reporting and filing requirements in its Chapter 11 case. Judge Marvin Isgur authorized the use of cash collateral (to pay employee wages, benefits, taxes and operational expenses) on an interim basis. The approved budget for the period from March 1 to 31, 2020 aggregates $184,100 in total expenses, a copy of which, as contained in the third interim order, is available free of charge at https://is.gd/QzVV1F from PacerMonitor.com. The Court will continue hearing on the motion on March 25, 2020 at 9 a.m. The Debtor subsequently sought and obtained permission to amend the third cash collateral budget, increasing the provision for freight expenses from $5,000 to $7,000. About Watson Valve Services Watson Valve Services, Inc., founded in 2002 in Houston, Texas, supplies specialty and custom valves, with a specialty in valves for autoclaves used to mine gold. The company filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-30968) on February 6, 2020 in Houston, Texas. John Watson is the Debtor's chief executive officer. Judge Marvin Isgur oversees the case. McDowell Hetherington LLP represents the Debtor as counsel. The firm may be reached through: Jarrod B. Martin, Esq. Kate H. Easterling, Esq. Avi Moshenberg, Esq. McDowell Hetherington LLP 1001 Fannin Street Suite 2700 Houston, TX 77002 Telephone: 713-337-5580 Facsimile: 713-337-8850 E-mail: Jarrod.Martin@mhllp.com Kate.Easterling@mhllp.com Avi.Moshenberg@mhllp.com WC 56 EAST AVENUE: Sets Bidding Procedures for All Assets --------------------------------------------------------- WC 56 East Avenue, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the bidding procedures in connection with the auction sale of substantially all assets. The Debtor's assets primarily consist of the property located at 56 East Avenue, a 1.12 acre parcel located in the Rainey Street District in downtown Austin. The Property is particularly unique and valuable given that it possesses entitlements, and is zoned as of right, for a 15:1 FAR development with no height restriction, enabling an over 700,000 square foot high rise to be built on the site. Based on recent comparable sales, this property is valued in excess of $48 million. The debt owed to the 56 East Avenue, LP is approximately $15.1 million. The property improvements currently consist of an over 18,000 square foot single story creative office building, and is leased to Zengistics, Inc. a technology company, through March 31, 2022. Under all scenarios, the Lender is significantly oversecured. The Debtor, contemporaneously with the Motion, have sought the retention of McAllister & Associates to act as the exclusive broker for the sale of the Property. The Broker has been retained for marketing and sale of the Property. Additionally, since the time of the filing of the case, the Debtor has received numerous expressions of interest in the Property and have begun negotiations with interested parties. The Debtor proposes that it be authorized to establish a procedure for the sale of the Property as an all cash sale, on an AS-IS basis, with the successful bidder to assume all closing costs, including the costs associated with any title policy, and that the closing occur within 14 days or less of the date when such Purchaser is approved by the Court. The Debtor proposes that the proceeds of the sale be disbursed at the time of closing for the payment of taxes in respect of such Property, and against the liens asserted in the order of priority, but with all monies that might be payable to parties asserting disputed liens (if any) to be retained or escrowed pending resolution of the lien disputes or claims. No entities affiliated with or individuals related to the Debtor will participate as potential bidders. The Debtor will prepare a form sales contract, which will be filed in the case and provided to all prospective bidders, in connection with a marketing process for the Property. The Debtor will entertain entering into a Stalking Horse Agreement with a Stalking Horse Purchaser for the Property. Any such proposed Stalking Horse Agreement would be with an entity that is unaffiliated with the Debtor. Any and all Potential Bidders interested in becoming a Stalking Horse Purchaser must submit a Qualified Bid (other than the requirement to submit a Modified Sales Contract), by April 29, 2020 by 5:00 p.m. If a Stalking Horse Purchaser is selected, no later than May 4, 2020, the Debtor will file and serve a notice that includes (i) the identity of the proposed Stalking Horse Purchaser, (ii) a summary of the key terms of the Stalking Horse Agreement, (iii) a summary of the type and amount of bid protections, (iv) a summary of any necessary modifications or amendments to the Bid Procedures, and (v) a copy of the Stalking Horse Agreement. The Debtor asks that the Court set a hearing following the selection of a stalking horse bidder, to approve any such Stalking Horse Purchaser, Stalking Horse Agreement, and accompanying Bid Protections on an expedited basis. It asks that the Court sets a deadline for the filing of any objections to the approval of any Stalking Horse Purchaser, Stalking Horse Agreement, and Bid Protections of May 6, 2020. In the event that the Debtor as not designated a Stalking Horse Purchaser by the Stalking Horse Bid Deadline, the Debtor reserves the right to designate a Stalking Horse Purchaser at a later date. Should the Debtor designate a Stalking Horse Purchaser following the expiration of the Stalking Horse Bid Deadline, the Debtor will file a notice with the Court and request that a Stalking Horse Hearing be set on an expedited basis. The Potential Bidders (other than a Stalking Horse Bidder) will be required to submit to the Debtor an executed Modified Sales Contract reflecting the terms upon which the Potential Bidder would seek to effect a purchase of the Property, by May 13, 2020 by 5:00 p.m. (CT). In the event that Debtor obtains Qualified Bids, and regardless of whether a Stalking Horse Purchaser is selected, the Debtor proposes an Auction of the Property on May 27, 2020 with such Auction to be conducted in open Court. The Debtor proposes to conduct the Sale Hearing with any Qualified Bidders allowed to participate with the highest bidder being determined by the Debtor in consultation with the Broker. The Debtor requests that the Court schedule the Sale Hearing on May 27, 2020. The Debtor may adjourn the Sale Hearing at any time in its discretion without further notice. The Debtor reserves the right to seek to extend the deadlines set forth in their sole discretion should the Debtor determine that doing so is in the best interests of its estate, creditors, and other interested parties. By the Motion, the Debtor asks entry of the Bid Procedures Order, which will, among other things, establish the following timeline: a. Granting of Bid Procedures Motion - Feb. 19, 2020 b. Prepare/Finalize Marketing Materials/Populate Data Room - The later of Feb. 26, 2020 or within one week of entry of order approving bidding procedures c. Marketing Period - Feb. 7, 2020 through date of Auction d. Service of Sale Notice and Form Sales Contract to ECF and Notice Parties - Three calendar days following entry of order approving bidding procedures e. Stalking Horse Bid Deadline - April 29, 2020 f. Stalking Horse Designation Deadline - May 4, 2020 g. Stalking Horse Objection Deadline - May 6, 2020 h. Stalking Horse Hearing (if required) - May 11, 2020 i. Competing Bid Deadline - May 13, 2020 j. Notice of Qualified Bidder with notice to Lender - May 18, 2020 k. Lender Objection to Qualified Bidder Deadline - May 21, 2020 l. Hearing to consider Lender Objections to Qualified Bidders, if any - May 26, 2020 m. Sale Objection Deadline - May 22, 2020 n. Auction (if required)/Selection of Final Bid - either with Stalking Horse or proceeding with No Floor Bid and Sale Hearing - May 27, 2020 in open Court o. Deadline to File Auction Results / Entry of Sale Order / Notice of Assumption and Assignment - June 3, 2020 p. Assumption and Assignment Objection Deadline - June 10, 2020 q. Consummation of Sale - June 17, 2020 r. Hearing to Determine Objections to Assumption and Assignment of Executory Contracts - June 17, 2020 The other salient terms of the Bidding Procedures are: a. Initial Bid: TBD b. Deposit: 3% of the purchase price offered c. Bid Increments: $50,000 To facilitate the Sale Transaction, the Debtor proposes procedures for notifying counterparties to executory contracts and unexpired leases of potential cure amounts in the event the Debtor decides to assume and assign such contracts or leases. By June 3, 2020 the Debtor will file with the Court and serve via first class mail on all counterparties to any of the Debtor's executory contracts and unexpired leases and all parties who have requested notice in the Chapter 11 Case a notice of assumption, assignment and sale. Within three calendar days after entry of the Bid Procedures Order, the Debtor (or its agents) will provide notice of the Bid Procedures Order, the Motion, the Auction, the Objection Deadlines, and the Sale Hearing upon all Sale Notice Parties. The Debtor also asks that the Court authorizes the sale of the Property free and clear of any and all Interests, with any such Interests to attach to the proceeds of the sale of the Property, subject to the rights and defenses of the Debtor, if any, with respect thereto. Notwithstanding the foregoing, the Debtor asks by the Motion that the net sales proceeds will be remitted to Lender, expect to the extent necessary to assert surcharge rights as described. The Debtor believes that a sale of the Property will generate enough proceeds to satisfy the Lender in whole, thus the Debtor believe a valid business justification exists to sell the Property. Finally, to preserve the value of the Debtor's estate and limit the costs of administering and preserving the Property, it is critical that the Debtor close the sale of the Property as soon as possible after all closing conditions have been met or waived. Accordingly, the Debtor asks that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures is available at https://tinyurl.com/suvcnw2 from PacerMonitor.com free of charge. About WC 56 East Avenue WC 56 East Avenue, LLC, is a single asset real estate debtor, as defined in Section 101(51B) of the Bankruptcy Code. WC 56 East Avenue sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-11649) on Dec. 2, 2019, in Austin, Texas. In the petition signed by Brian Elliott, the Debtor's corporate counsel, the Debtor was estimated to have between $10 million and $50 million in both assets and liabilities. Judge Tony M. Davis is assigned to the case. The Debtor tapped Waller Lansden Dortch & Davis, LLP as its legal counsel; Ciardi Ciardi & Astin, as special counsell; and Lain, Faulkner & Co., P.C., as its accountant. WC 56 EAST AVENUE: Unsecureds Projected to Recover 100% in Plan --------------------------------------------------------------- WC 56 East Avenue, LLC, filed a Chapter 11 plan of reorganization that says creditors will be paid in full. The Debtor's property has a fair market value, as scheduled, of $48 million. The lender asserts a claim in excess of $16 million, which the Debtor disputes. Under all scenarios, the lender is significantly oversecured. The Debtor reserves the right to seek to refinance the loan and not sell the property. The Plan proposes to treat claims as follows: * Class 1 Lender. IMPAIRED with 100% projected recovery. Total claim $15,125,130. The lender will be paid from cash proceeds on hand at the time of confirmation, if any, or from the sale of the Property postconfirmation, with interest-only payments to be made monthly beginning on the 15th day of the month after the Effective Date at 5 percent per annum simple interest, or such other rate as is determined by the Court. All remaining principal, interest and costs will be due and payable on December 31, 2020. * Class 2 Allowed Unsecured Claims. IMPAIRED with 100% projected recovery. Total claim $75,930. Each holder of an Allowed Unsecured Claim shall receive payment in full of the allowed amount of each holder's claim, to be paid 30 days following payment of the Class 1 claim. All Cash necessary for the Reorganized Debtor to make payments pursuant to the Plan shall be obtained from proceeds of sale, proceeds of a refinance, rental receipts, or an affiliate of the Debtor. A full-text copy of the Disclosure Statement dated March 2, 2020, is available at https://tinyurl.com/sj5elmh from PacerMonitor.com at no charge. Attorneys for the Debtor: Morris D. Weiss Mark C. Taylor Evan J. Atkinson WALLER LANSDEN DORTCH & DAVIS, LLP 100 Congress Ave., Suite 1800 Austin, Texas 78701 Telephone: (512) 685-6400 Facsimile: (512) 685-6417 E-mail: morris.weiss@wallerlaw.com mark.taylor@wallerlaw.com evan.atkinson@wallerlaw.com About WC 56 East Avenue WC 56 East Avenue, LLC, is a single asset real estate debtor, as defined in Section 101(51B) of the Bankruptcy Code. WC 56 East Avenue sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-11649) on Dec. 2, 2019, in Austin, Texas. In the petition signed by Brian Elliott, the Debtor's corporate counsel, the Debtor was estimated to have between $10 million and $50 million in both assets and liabilities. Judge Tony M. Davis is assigned to the case. The Debtor tapped Waller Lansden Dortch & Davis, LLP as its legal counsel, and its Lain, Faulkner & Co., P.C. as its accountant. WEST GARDEN: Needs $1.5M 'Back-up' Funds from Liquidity LLC ----------------------------------------------------------- West Garden Club, LLC, seeks authority from the Bankruptcy Court to obtain a secured post-petition super priority financing of up to $1,500,000 from Quick Liquidity, LLC to fund its business operations and capital expenditures. The DIP loan, bearing interest at 12%, will mature in 12 months and is secured by a first priority mortgage on the real property located in Michigan, with administrative priority and secured status under Section 364(c)(1) of the Bankruptcy Code. The Debtor is seeking to obtain DIP funds as back-up in the event its second motion to use cash collateral is denied. A copy of the motion is available for free at https://is.gd/O7NyuW from PacerMonitor.com. About West Garden Club West Garden Club, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-41080) on Jan. 26, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Mark A. Randon oversees the case. Zousmer Law Group, PLC, is the Debtor's legal counsel. WESTPORT HOLDINGS: Trustee's Sale of All Assets to Tampa Life OK'd ------------------------------------------------------------------ Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida granted the request of Jeffrey W. Warren, as the Liquidating Trustee for Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership, for entry of final order authorizing him to sell substantially all of the assets of the Debtors and Westport Nursing Tampa, L.L.C. ("WNT"), to Tampa Life Plan Village, Inc. for an amount consisting of (i) cash sufficient to pay the following liabilities or obligations of the Debtors; (ii) the assumption by the Purchaser of the liabilities or obligations of the Debtors; (iii) an amount for the WNT Purchased Assets consisting of cash sufficient to pay the liabilities or obligations of WNT; and (iv) the amount necessary to satisfy in full and/or remove the mortgage lien and any other lien or security interest held or asserted by CNH Finance. Except as expressly provided in the Final Order, any and all Sale Objections are overruled. The Tampa Life Plan Asset Purchase Agreement and all other ancillary documents, and all of the terms and conditions thereof, are authorized and approved. At the Closing, the Purchased Assets will transfer to the Purchaser free and clear of all liens. All liens encumbering the Purchased Assets that are not satisfied at the Closing will attach to the Sale Proceeds. Those holders of liens against the Purchased Assets who did not object to the Final Sale Motion are deemed to have consented to the Sale. At the Closing, the Liquidating Trustee is authorized to either (a) pay CPIF from the Sale Proceeds an agreed amount in cash in full and final satisfaction of all claims, liens, and encumbrances that CPIF asserts against the Purchased Assets as set forth in Claim No. 22 filed against Westport I and Claim No. 2 filed against Westport II or (b) fund the CPIF Reserve (as defined in the Second Amended Plan) from the Sale Proceeds before any other Sale Proceeds are used by the Liquidating Trustee for any other purpose pursuant to the Final Order. No portion of the CPIF Reserve may be used by the Liquidating Trustee without the prior written consent of CPIF or further order of thie Court. For the avoidance of doubt, the payments identified will not be paid out of the Sale Proceeds unless and until the requirements have been satisfied. At the Closing, the Liquidating Trustee is authorized to pay CPIF from the Sale Proceeds such amount as is necessary to satisfy all principal, accrued interest through Closing, and any fees accrued pursuant to the terms of the CPIF DIP Facility in full and final satisfaction of all claims, liens, and encumbrances that CPIF may have under the CPIF DIP Facility. By separate order, the Court has approved the settlement and compromise of the disputes between the Liquidating Trustee and Southpoint Global Investments, LLC regarding the exit financing facility provided by Southpoint to the Debtors; and, at the Closing, the Liquidating Trustee is authorized to pay Southpoint from the Sale Proceeds $325,000 in full and final satisfaction of any and all claims, liens, and encumbrances that Southpoint asserts against the Purchased Assets. At the Closing, the Liquidating Trustee is authorized to pay: A. From the Sale Proceeds (i) $26,880 to Prospect Construction & Development Group in full and final satisfaction of any and all claims, liens, and encumbrances that Prospect Construction asserts against the Purchased Assets, including that certain Claim of Lien recorded in the Official Records of Hillsborough County, Book 24134, Page 821, on June 3, 2016; and (ii) $28,759 to Vogel Strategic Investments, L.P. in full and final satisfaction of any and all claims, liens, and encumbrances that Vogel asserts against the Purchased Assets by way of its acquisition of Claim No. 69-1 filed by Team Construction Services against Westport I and subsequently transferred to Vogel, including but not limited to that certain Claim of Lien recorded in the Official Records of Hillsborough County, Book 24023, Pages 118-121, on April 19, 2016. B. the Hillsborough County Tax Collector from the Sale Proceeds (a) the full amount of all unpaid ad valorem real estate taxes and accrued interest due for years 2016 through 2019, in full and final satisfaction of any and all claims, liens, and encumbrances that Hillsborough County asserts against the Purchased Assets, and (b) the full amount of all Outstanding Personal Property Taxes and accrued interest for years 2015 through 2019. C. From the Sale Proceeds: (i) $32,445 to US Foods in full and final satisfaction of the Allowed Priority Claims of US Foods pursuant to the terms of the Court's order allowing such claims; (ii) $265,066 to the IRS in full and final satisfaction of the Allowed Priority Claim of the IRS, as set forth in Claim No. 6-6 filed by the IRS against Westport I; and (iii) $20,997 to Service Employees International Union National Industry Pension Fund in full and final satisfaction of the Allowed Priority Claim of the Service Employees International Union National Industry Pension Fund pursuant to the terms of the Court's order allowing such claim. D. From the Sale Proceeds $22,800 to Novum Management Group, Inc. in satisfaction of 50% of Novum's allowed administrative expense claim, with the Purchaser assuming the obligation to pay the $22,800 balance of Novum's allowed administrative expense claim in accordance with Section 3.02 of the Second Amended Plan and the Plan Modification Order. At the Closing, from the remaining Sale Proceeds after payment of the other claims in accordance with this Final Sale Order, the Liquidating Trustee is authorized to pay holders of Allowed Administrative Expenses not otherwise provided for in the Final Order, with the Purchaser assuming the liability to pay the balance of such Allowed Administrative Expenses in accordance with the treatment for Deferred Allowed Administrative Expenses in Section 3.02 of the Second Amended Plan and the Plan Modification Order. For the avoidance of doubt, the lien granted to the holders of Deferred Allowed Administrative Expenses in Section 3.02 of the Confirmed Plan (as defined therein) is released, cancelled, and of no further effect as against the Purchased Assets, or the Sale Proceeds, as a result of the entry of the Final Sale Order and the Plan Modification Order. Without affecting the finality of the Order, at least three business days prior to the expected Closing Date, the Liquidating Trustee will file with the Court, and serve on all parties entitled to payment at Closing set forth , a copy of the proposed closing statement setting forth the expected Closing Date and all payments to be made at the Closing from the Sale Proceeds. At the Closing, the Liquidating Trustee is authorized to finally assume and assign to the Purchaser all of the Debtors' right, title, and interest in and to the Assumed Contracts free and clear of all liens, claims, and encumbrances. Prior to the Closing Date, the Liquidating Trustee may continue to resolve Residents' objections to the amounts of their Allowed Assumed Resident Contract Cure Claims and Resident Unsecured Claims, but, unless otherwise ordered by this Court, the amounts of the Allowed Assumed Resident Contract Cure Claims and Allowed Resident Unsecured Claims will be fixed on the Closing Date and any objections to such amounts not timely asserted will be deemed waived. Moreover, the only non-resident holder of an Allowed Cure Claim is Commercial Laundries of West Florida, Inc., whose Allowed Cure Claim will be paid by the Purchaser in accordance with the Agreed Order on Liquidating Trustee's Supplemental Objection to Cure Claim By Commercial Laundries of West Florida, Inc., entered on Oct. 5, 2018. As a result of the sale of the Purchased Assets free and clear of all liens, claims, and encumbrances. Certified copies of the Final Sale Order and the Interim Sale Order will be filed and recorded in the Official Records of the Clerk of Court for Hillsborough County, Florida. The transfer of the Purchased Assets and recordation of mortgages in connection with the purchase of the Purchased Assets will be free and clear of any stamp or similar taxes payable in connection with the Transactions contemplated by the Tampa Life Plan Asset Purchase Agreement. Notwithstanding Rules 6004(h), 6006(d), 7062, or 9014 of the Federal Rules of Bankruptcy Procedure or Rule 62(a) of the Federal Rules of Civil Procedure, the Final Sale Order will be immediately effective and enforceable upon its entry and there will be no stay of execution of the Final Sale Order. With respect to the payments set forth in the Final Sale Order that the Liquidating Trustee is authorized to make at the Closing, the Liquidating Trustee may direct that the closing agent make such payments directly from the Sale Proceeds at the Closing. With respect to the Liquidating Trustee's motion to strike the Valley objection, the Motion to Strike is denied as moot inasmuch as the Court has overruled the Valley objection on the merits and the Court makes no findings of fact or conclusions of law with respect to whether Valley had standing to assert its Sale Objection. The Final Sale Hearing was held on Feb. 4, 2020 at 9:30 a.m. About Westport Holdings Tampa Westport Holdings Tampa, d/b/a University Village, is a care retirement community in Tampa, Florida. It offers residents villas, apartments, an assisted living facility and a skilled nursing care center for their end of life needs. Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016. Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter Riedel Blain & Postler, P.A., serve as the Debtors' bankruptcy counsel. Broad and Cassel is the special counsel for healthcare and related litigation matters. Jeffrey Warren was appointed as examiner in the Debtors' cases. He is represented by Bush Ross, P.A. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 11, 2016, and an official committee of resident creditors on Dec. 29, 2016. The resident committee is represented by Jennis Law Firm. WHEATON MEDICAL: Seeks Access to Cash Collateral Through April 17 ----------------------------------------------------------------- Wheaton Medical, S.C., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to continue to use cash collateral in the ordinary course of business for its monthly cash flow projections for the period through April 17, 2020. Wheaton requests that it be authorized to use certain cash and cash equivalents that allegedly serve as collateral for the claims asserted against it and its property by Capital Merchants LLC, On Deck Capital Inc., AKF Inc. d/b/a Fundkite, Chrome Capital, and Everest Business Funding. Wheaton estimates these Lenders are owed approximately $400,000 in the aggregate. Pursuant to the previous Cash Collateral Orders, Wheaton is obligated to pay $5,000 to AKF and $2,500 to EBF on a monthly basis. However, the Debtor fell behind on the Adequate Protection Payments, resulting in an objection to the use of cash collateral raised in court by counsel for EBF, and the Court's denial of the use of cash collateral on March 5. Accordinly, Wheaton proposes to use cash collateral and provide adequate protection to the Lenders upon the following terms and conditions: (A) The Debtor will permit the the Lenders to inspect its books and records; (B) The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; (C) The Debtor will make available to the Lenders evidence of that which purportedly constitutes their collateral or proceeds; (D) The Debtor will properly maintain the collateral and properly manage the collateral; (E) The Debtor will grant replacement liens to the Lenders to the extent of the Lenders' prepetition liens, if any, and attaching to the same assets of the Debtor in which the Lenders asserted prepetition liens; (F) The Debtor will continue to make adequate protection payments of $5,000 to AKF and $2,500 to EBF; and (G) The Debtor will make the expenditures set forth on its budget, plus no more than 10% of the total proposed expense payments. About Wheaton Medical Wheaton Medical, S.C., is a medical group offering non-surgical, non-invasive treatment for chronic and severe back pain. Wheaton Medical sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-17922) on June 24, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Donald R. Cassling. Lynch Law Offices, P.C., is the Debtor's bankruptcy counsel. WYNN RESORTS: Egan-Jones Lowers Senior Unsecured Ratings to B ------------------------------------------------------------- Egan-Jones Ratings Company, on March 10, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts Limited to B from B+. EJR also upgraded the rating on commercial paper issued by the Company to B from A3. Wynn Resorts Ltd. is an American publicly traded corporation based in Paradise, Nevada that is a developer and operator of high end hotels and casinos. It was founded in 2002 by former Mirage Resorts Chairman and CEO Steve Wynn, and is now run by CEO Matthew Maddox. YOUSEF MOUSSA: U.S. Trustee Appoints Plaza as PCO ------------------------------------------------- In the Chapter 11 cases of Yousef Moussa and Mahasen Harch, Andrew R. Vara, the United States Trustee for the District of New Jersey, appoints as patient care ombudsman: Virginia M. Plaza, R.Ph. 5 Wedgewood Ct. Belle Mead, NJ 08502 Telephone: (609) 577-1317 Judge Vincent F. Papalia entered an Order on Jan. 6, 2020, directing the U.S. Trustee to appoint a Patient Care Ombudsman for Yousef Moussa and Mahasen Harch in accordance with Bankruptcy Code section 333(b). The Patient Care Ombudsman must perform these duties: (1) monitor the quality of patient care provided to patients of the debtor, to the extent necessary under the circumstances, including interviewing patients and physicians; (2) not later than 60 days after the date of this appointment, and not less frequently than at 60 day intervals thereafter, report to the Court after notice to the parties in interest, at a hearing or in writing, regarding the quality of patient care provided to patients of the debtor; and (3) if the ombudsman determines that the quality of patient care provided to patients of the debtor is declining significantly or is otherwise being materially compromised, file with the Court a motion or a written report, with notice to the parties in interest immediately upon making such determination. The Patient Care Ombudsman shall give notice that the report will be made to the Court pursuant to Federal Rule of Bankruptcy Procedure 2015.1(a), at least 14 days before making a report under section 333(b)(2) of the Code. About Yousef Moussa and Mahasen Harch Yousef Moussa and Mahasen Harch filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 19-32322) on November 27, 2019, listing under $1 million in both assets and liabilities. The Debtor is represented by Leonard S. Singer, Esq., at Zazella & Singer, Esqs. as counsel. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Lil Lilly's Discount Air LLC Bankr. D. Md. Case No. 20-13266 Chapter 11 Petition filed March 11, 2020 See https://is.gd/5YWmLg represented by: Gary S. Poretsky, Esq. PHOENIX LAW GROUP, LLC E-mail: gary@plgmd.com In re Witt Rental Inc Bankr. N.D. Ohio Case No. 20-30702 Chapter 11 Petition filed March 11, 2020 See https://is.gd/DCPg5j represented by: Eric R. Neuman, Esq. DILLER AND RICE, LLC E-mail: Eric@drlawllc.com In re Carr Creative Corporation Bankr. E.D.N.C. Case No. 20-01078 Chapter 11 Petition filed March 11, 2020 See https://is.gd/p9TuaB represented by: Algernon L. Butler, III, Esq. BUTLER & BUTLER, L.L.P E-mail: albutleriii@butlerbutler.com In re 110-27 165 Street Corp. Bankr. E.D.N.Y. Case No. 20-41476 Chapter 11 Petition filed March 11, 2020 See https://is.gd/Bw3rcr Filed Pro Se In re Monika Fisiiahi Bankr. N.D. Cal. Case No. 20-50476 Chapter 11 Petition filed March 11, 2020 represented by: Arasto Farsad, Esq. FARSAD LAW OFFICE, P.C. In re Ryan J. Monroe Bankr. M.D. Fla. Case No. 20-02150 Chapter 11 Petition filed March 11, 2020 represented by: Mary Joyner, Esq. JENNIS LAW FIRM In re Parvin Jamali Bankr. C.D. Cal. Case No. 20-12732 Chapter 11 Petition filed March 9, 2020 In re CNC Puma Corporation, Inc. Bankr. C.D. Cal. Case No. 20-12069 Chapter 11 Petition filed March 12, 2020 See https://is.gd/9lxcMg represented by: Kevin Tang, Esq. TANG & ASSOCIATES E-mail: kevin@tang-associates.com In re Glenns Cleaning Service LLC Bankr. S.D. Ind. Case No. 20-70287 Chapter 11 Petition filed March 11, 2020 See https://is.gd/mS9Qxu represented by: William P. Harbison, Esq. SEILLER WATERMAN LLC Email: harbison@derbycitylaw.com In re Bullseye Coating And Blasting Corp Bankr. S.D. Fla. Case No. 20-13363 Chapter 11 Petition filed March 12, 2020 See https://is.gd/mObmMq represented by: Peter D. Spindel, Esq. E-mail: peterspindel@gmail.com In re JRYE LLC Bankr. E.D.N.Y. Case No. 20-41492 Chapter 11 Petition filed March 12, 2020 See https://is.gd/onEHW0 represented by: Joseph Balisok, Esq. BALISOK & KAUFMAN PLLC E-mail: joseph@lawbalisok.com In re ANK Properties, Inc. Bankr. W.D. Tenn. Case No. 20-22053 Chapter 11 Petition filed March 12, 2020 See https://is.gd/zt1zdc represented by: Ted I. Jones, Esq. LAW OFFICE OF TED I. JONES E-mail: Dtedijones@aol.com In re 4321 Morganford Rd, LLC Bankr. E.D. Mo. Case No. 20-41431 Chapter 11 Petition filed March 12, 2020 See https://is.gd/LRFowt represented by: Thomas H. Riske, Esq. CARMODY MACDONALD P.C. E-mail: thr@carmodymacdonald.com In re ABC Restaurant Supplies & Equipment, Inc. Bankr. S.D. Fla. Case No. 20-13383 Chapter 11 Petition filed March 12, 2020 See https://is.gd/41Re0U represented by: Peter Spindel, Esq. E-mail: peterspindel@gmail.com In re Gemini Realty LLC Bankr. E.D. Va. Case No. 20-31408 Chapter 11 Petition filed March 12, 2020 See https://is.gd/j9g3Rl represented by: Paula S. Beran, Esq. TAVENNER & BERAN, PLC In re Hillsboro Petroleum West, Inc. Bankr. S.D. Fla. Case No. 20-13394 Chapter 11 Petition filed March 12, 2020 See https://is.gd/E1aJti represented by: Philip B. Harris, Esq. PHILIP B. HARRIS, P.A. E-mail: philip@philipharris.com In re 81 Series Inc. Bankr. S.D.N.Y. Case No. 20-10779 Chapter 11 Petition filed March 12, 2020 See https://is.gd/7G3hfh represented by: Kamilla Mishiyeva, Esq. MISHIYEVA LAW, PLLC E-mail: kamilla@mishiyevalaw.com In re Alterations By Lucy and Crisp and Clean Dry Cleaning and More LLC Bankr. M.D. Fla. Case No. 20-00933 Chapter 11 Petition filed March 12, 2020 See https://is.gd/0UgFGc represented by: Jason A. Burgess, Esq. THE LAW OFFICES OF JSON A. BURGESS, LLC In re Joffe Emergency Services Bankr. C.D. Cal. Case No. 20-12802 Chapter 11 Petition filed March 12, 2020 See https://is.gd/VDImlg represented by: Stella Havkin, Esq. HAVKIN & SHRAGO ATTORNEYS AT LAW E-mail: stella@havkinandshrago.com In re Endeavor Consultants LLC Bankr. W.D. Wash. Case No. 20-40731 Chapter 11 Petition filed March 12, 2020 See https://is.gd/J8PPUN Filed Pro Se In re Roland Valdes, Jr. Bankr. E.D. Ky. Case No. 20-30112 Chapter 11 Petition filed March 11, 2020 represented by: Michael McClain, Esq. In re Alexandre Catteau Bankr. E.D.N.Y. Case No. 20-41487 Chapter 11 Petition filed March 11, 2020 represented by: Lawrence Morrison, Esq. In re Alain Denneulin Bankr. E.D.N.Y. Case No. 20-41488 Chapter 11 Petition filed March 11, 2020 represented by: Lawrence Morrison, Esq. In re Joseph C. Sheehan Bankr. N.D. Ill. Case No. 20-07130 Chapter 11 Petition filed March 12, 2020 represented by: David Welch, Esq. In re Francisco J. Guzman Lugo and Maribel Velez Hernandez Bankr. D.P.R. Case No. 20-01343 Chapter 11 Petition filed March 12, 2020 represented by: Modesto Bigas Mendez, Esq. In re Robert George Campoy Bankr. C.D. Cal. Case No. 20-10898 Chapter 11 Petition filed March 12, 2020 represented by: Michael Jones, Esq. In re Anthony C. Curto, Jr. and Veronica Curto Bankr. D.N.J. Case No. 20-14300 Chapter 11 Petition filed March 12, 2020 represented by: Karina Lucid, Esq. In re Kodosh Holdings LLC Bankr. E.D.N.Y. Case No. 20-41538 Chapter 11 Petition filed March 13, 2020 See https://is.gd/A3GaGe represented by: Morris Fateha, Esq. MORRIS FATEHA, ESQ E-mail: morrisfateha@gmail.com In re Cornell St Hempstead LLC Bankr. E.D.N.Y. Case No. 20-71624 Chapter 11 Petition filed March 13, 2020 See https://is.gd/8lMJeP represented by: Seth D. Weinberg, Esq. HASBANI & LIGHTM, P.C. E-mail: sweinberg@hasbanilight.com In re Savvy Transportation Group, LLC Bankr. N.D. Ill. Case No. 20-07224 Chapter 11 Petition filed March 13, 2020 See https://is.gd/leeHII represented by: Ben Schneider, Esq. SCHNEIDER & STONE E-mail: ben@windycitylawgroup.com In re Love Freightways, Inc. Bankr. D. Nev. Case No. 20-11469 Chapter 11 Petition filed March 13, 2020 See https://is.gd/iklG7D represented by: Matthew C. Zirzow, Esq. LARSON ZIRZOW KAPLAN & COTTNER E-mail: mzirzow@lzkclaw.com In re Prestige EMS LLC Bankr. S.D. Tex. Case No. 20-50044 Chapter 11 Petition filed March 13, 2020 See https://is.gd/ZD57LE represented by: Carl M. Barto, Esq. LAW OFFICES OF CARL M. BARTO E-mail: cmblaw@netscorp.net In re Premier Powertrain, LLC Bankr. N.D. Tex. Case No. 20-30876 Chapter 11 Petition filed March 13, 2020 See https://is.gd/vRS7Te represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS E-mail: eric@ealpc.com In re Energy Saving Solutions Bankr. C.D. Ill. Case No. 20-70352 Chapter 11 Petition filed March 12, 2020 See https://is.gd/TIISxD represented by: Andrew D. Bourey, Esq. BOUREY LAW OFFICES E-mail: bkmail@boureylaw.com In re Brown Bros. Telecom & Utility, Inc. Bankr. E.D. Tenn. Case No. 20-11022 Chapter 11 Petition filed March 13, 2020 See https://is.gd/0t9LP9 represented by: Richard L. Banks, Esq. RICHARD BANKS & ASSOCIATES, P.C. E-mail: rbanks@rbankslawfirm.com In re Walter Leroy Peacock Bankr. D.C. Case No. 20-00154 Chapter 11 Petition filed March 12, 2020 represented by: Brett Weiss, Esq. THE WEISS LAW GROUP, LLC In re Paul K. Everett Bankr. E.D. Ark. Case No. 20-11396 Chapter 11 Petition filed March 13, 2020 represented by: Gregg Knutson, Esq. In re Richard A. Neisler, Jr. Bankr. W.D. Tenn. Case No. 20-10563 Chapter 11 Petition filed March 13, 2020 represented by: Jerome C. Teel, Jr., Esq. In re Stephen Curtis Skiles Bankr. E.D. Tenn. Case No. 20-11012 Chapter 11 Petition filed March 13, 2020 represented by: Thomas W. Bible Jr., Esq. In re Louis John Sullivan Bankr. D. Colo. Case No. 20-11876 Chapter 11 Petition filed March 13, 2020 represented by: Aaron A Garber, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. In re Xeuhai Li Bankr. D.N.J. Case No. 20-14367 Chapter 11 Petition filed March 13, 2020 represented by: Albert A. Ciardi III, Esq. In re Rosalina Lizardo Harris Bankr. C.D. Cal. Case No. 20-12839 Chapter 11 Petition filed March 13, 2020 represented by: Jeffrey Smith, esq. In re Judith L. Mulder Bankr. N.D. Ill. Case No. 20-07309 Chapter 11 Petition filed March 13, 2020 represented by: Richard L. Hirsh, Esq. In re Omar A. Hernandez Amador Bankr. D. Ariz. Case No. 20-02722 Chapter 11 Petition filed March 13, 2020 represented by: Patrick F. Keery, Esq. KEERY MCCUE, PLLC In re Fall Line Tree Service, Inc. Bankr. E.D. Cal. Case No. 20-21548 Chapter 11 Petition filed March 13, 2020 See https://is.gd/bzK0s9 represented by: Galen Gentry, Esq. HUGHEY PHILLIPS LLP E-mail: ggentry@hugheyphillipsllp.com In re The Pit Bankr. N.D. Ga. Case No. 20-64478 Chapter 11 Petition filed March 13, 2020 In re Green4All Energy Solutions, Inc. Bankr. S.D. Tex. Case No. 20-31758 Chapter 11 Petition filed March 15, 2020 See https://is.gd/0b6J4M represented by: Margaret M. McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE E-mail: margaret@mmmcclurelaw.com In re H2MinusO, LLC Bankr. S.D. Tex. Case No. 20-31759 Chapter 11 Petition filed March 15, 2020 See https://is.gd/0CEjs1 represented by: Margaret M. McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE E-mail: margaret@mmmcclurelaw.com In re Two Pie Lovers, LLC Bankr. W.D. Tex. Case No. 20-50598 Chapter 11 Petition filed March 15, 2020 See https://is.gd/vpnCKK represented by: H. Anthony Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL E-mail: hervol@sbcglobal.net In re Well Healed Pet, Inc. Bankr. N.D. Ill. Case No. 20-07466 Chapter 11 Petition filed March 16, 2020 See https://is.gd/AaeynF represented by: Robert R. Benjamin, Esq. GOLAN CHRISTIE TAGLIA LLP E-mail: rrbenjamin@gct.law In re Frank & Lupe II, LLC Bankr. D. Ariz. Case No. 20-02778 Chapter 11 Petition filed March 16, 2020 See https://is.gd/a2qDCo represented by: Thomas H. Allen, Esq. ALLEN BARNES & JONES, PLC E-mail: tallen@allenbarneslaw.com In re Jasmin DelVillar Bankr. C.D. Cal. Case No. 20-10621 Chapter 11 Petition filed March 14, 2020 represented by: Dana Douglas, Esq. In re Daniel A. Handley Bankr. S.D. Tex. Case No. 20-31760 Chapter 11 Petition filed March 15, 2020 represented by: Margaret McClure, Esq. In re John W. Ryland, III and Claudia R. Ryland Bankr. E.D. Va. Case No. 20-50398 Chapter 11 Petition filed March 16, 2020 represented by: Kelly M. Barnhart, Esq. ROUSSOS & BARNHART, PLC In re S & B Construction Group of LA LLC Bankr. M.D. La. Case No. 20-10267 Chapter 11 Petition filed March 16, 2020 See https://is.gd/158sLU represented by: Ryan J. Richmond, Esq. RICHMOND LAW FIRM, LLC E-mail: ryan@rjrichmondlaw.com In re Joseph J. Denn Bankr. S.D.N.Y. Case No. 20-22403 Chapter 11 Petition filed March 16, 2020 represented by: Jeffrey A. Reich, Esq. REICH REICH & REICH, P.C. E-mail: jreich@reichpc.com In re The Fitz Law Group, LLC Bankr. N.D. Ill. Case No. 20-07513 Chapter 11 Petition filed March 16, 2020 represented by: Paul C. Sheils, Esq. In re Ethic RED, Inc. Bankr. N.D. Tex. Case No. 20-41149 Chapter 11 Petition filed March 16, 2020 See https://is.gd/HcFISt represented by: Robert DeMarco, Esq. DEMARCO MITCHELL, PLLC E-mail: robert@demarcomitchell.com In re American Emerald Awards Foundation, Inc. Bankr. E.D. Pa. Case No. 20-11635 Chapter 11 Petition filed March 16, 2020 See https://is.gd/StC8Yr represented by: Robert Simmons, Esq. LAW OFFICES OF ROBERT L. SIMMONS E-mail: rlsim03@aol.com In re Razzano Personal Fitness Traning, LLC Bankr. S.D. Ala. Case No. 20-10825 Chapter 11 Petition filed March 16, 2020 See https://is.gd/legHOg represented by: Barry A. Friedman, Esq. BARRY A FRIEDMAN & ASSOCIATES, PC E-mail: bky@bafmobile.com In re Annie Moses Band, Inc. Bankr. M.D. Tenn. Case No. 20-01650 Chapter 11 Petition filed March 15, 2020 See https://is.gd/6wdzwZ represented by: Gregory R. Atwood, Esq. ATWOOD & MCVAY LLP E-mail: gregatwoodlaw@gmail.com In re Terry J. Lemons DDS, PC Bankr. N.D. Ga. Case No. 20-20517 Chapter 11 Petition filed March 17, 2020 See https://is.gd/fFlRAQ represented by: William A. Rountree, Esq. ROUNTREE, LEITMAN & KLEIN, LLC E-mail: swenger@rlklawfirm.com In re Zagreb II, LLC Bankr. N.D. Ill. Case No. 20-80558 Chapter 11 Petition filed March 17, 2020 See https://is.gd/qWWx1u represented by: James E. Stevens, Esq. BARRICK, SWITZER, LONG, BALSLEY & VAN EVERA, LLP E-mail: jstevens@bslbv.com In re Miles Away Services, LLC Bankr. E.D.N.Y. Case No. 20-71694 Chapter 11 Petition filed March 17, 2020 See https://is.gd/kVUSdQ Filed Pro Se In re Michelle Germinario Bankr. S.D. Fla. Case No. 20-13610 Chapter 11 Petition filed March 17, 2020 represented by: Randy Eisenberg, Esq. In re Songwut Art Kochaphum Bankr. N.D. Cal. Case No. 20-50524 Chapter 11 Petition filed March 17, 2020 represented by: Arasto Farsad, Esq. In re Denny Alejandro Alcal Padilla Bankr. E.D. Calif. Case No. 20-11044 Chapter 11 Petition filed March 17, 2020 In re John Hst Yap and Irene Laiwah Loke Bankr. E.D. Calif. Case No. 20-90210 Chapter 11 Petition filed March 17, 2020 represented by: Arasto Farsad, Esq. In re Bradley Ray Fox Bankr. C.D. Calif. Case No. 20-10958 Chapter 11 Petition filed March 17, 2020 represented by: Michael Totaro, Esq. In re Richard Stephen Potts Bankr. M.D. Tenn. Case No. 20-01689 Chapter 11 Petition filed March 17, 2020 represented by: Griffin Dunham, Esq. In re Kelly Theresa Murphy Perez Bankr. W.D. Tex. Case No. 20-50608 Chapter 11 Petition filed March 17, 2020 represented by: Raymond Battaglia, Esq. In re Frank D. Dispenza and Rachel L. Dispenza Bankr. W.D.N.Y. Case No. 20-10462 Chapter 11 Petition filed March 17, 2020 represented by: Arthur Baumeister, Esq. In re Randy Lee Lisciarelli and Heather Marie Lisciarelli Bankr. D. Ariz. Case No. 20-02879 Chapter 11 Petition filed March 18, 2020 represented by: Lamar D. Hawkins, Esq. GUIDANT LAW, PLC ********* 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 2020. 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 ***