/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171018.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, October 18, 2017, Vol. 21, No. 290 Headlines 241 MAIN STREET: Wants To Use Cash Collateral Through Oct. 25 417 RENTALS: Central Bank Wants to Prohibit Use of Cash Collateral 47 HOPS: May Use Cash Collateral Until Dec. 5 Hearing 7 BAY CORP: Discloses M. Kairalla's Claims in Latest Filing ABC DENTISTRY: Rohi Qui Tam Claimants to Recoup 0-9% Under New Plan ARAMARK SERVICES: Moody's Affirms Ba2 CFR; Outlook Changed to Neg. AVAYA INC: Court Denies Bid to Transfer Venue of Blackberry Suit BAILEY'S EXPRESS: Wants to Use Up to $114K in Cash Until Oct. 28 BRIAN J. BENNER: Summary Ruling in Referral Fee Suit Partly Upheld CAPROCK OIL: Full Payment for Unsecureds Under Proposed Plan CASHMAN EQUIPMENT: Hearing on Cash Collateral Use Set for Oct. 23 CASTEX ENERGY: Case Summary & 30 Largest Unsecured Creditors CASTEX ENERGY: Files for Chapter 11 with Debt-to-Equity Plan CHECKMATE KING: Case Summary & 20 Largest Unsecured Creditors CLARKE PROJECT: May Use Cash Collateral Through Jan. 31, 2018 CONSOL MINING: Moody's Assigns B1 CFR; Outlook Stable CONSOL MINING: S&P Assigns 'B' Corp Credit Rating, Outlook Stable CRANBERRY GROWERS: To Pay Unsecured Creditors from Recovery Pool EAST 214TH STREET: Voluntary Chapter 11 Case Summary ESPLANADE HL: Sale of 9501's Orland Park Property for $3.6M Okayed EUGEN DIETL: Court Junks Creditor's Bid for Emergency Hearing FAMILY WORKS: Taps Domain Realty as Real Estate Broker FANNIE MAE & FREDDIE MAC: Perry Capital Seeks High Court Review FB COVENTRY: Wants To Use Cash Collateral Through Oct. 25 FB MALL: Wants to Use Cash Collateral Through Oct. 25 FEDERATION EMPLOYMENT: Files Chapter 11 Plan of Liquidation GREEN FOREST: U.S. Trustee Unable to Appoint Committee GRIZZLY CATTLE: Unsecureds to Recoup 100% Under Kloiber Plan GRIZZLY LAND: Kloiber Plan Proposes to Pay Unsecureds in Full GST AUTOLEATHER: Hires Kirkland & Ellis as Bankruptcy Counsel GST AUTOLEATHER: Taps Epiq as Administrative Advisor GST AUTOLEATHER: Taps Jonathan Hickman of Alvarez & Marsal as CRO GST AUTOLEATHER: Taps Lazard as Investment Banker GST AUTOLEATHER: Taps Pachulski Stang Ziehl as Co-Counsel GST AUTOLEATHER: U.S. Trustee Forms 7-Member Committee HARBORSIDE ASSOCIATES: May Use Cash Collateral Through Nov. 30 HAWAII ISLAND AIR: Case Summary & 20 Largest Unsecured Creditors HAWAII ISLAND AIR: In Chapter 11 to Keep Planes Flying HAWKER REALTY: Hires Hood & Bolen as Chapter 11 Counsel HOUSTON BLUEBONNET: Japhet, Hamman Estates Must Prove Claims ILD CORP: Wants to Use Bank of America's Cash Collateral IMAG VIDEO/AV: Disclosure Statement Hearing Set for Nov. 14 JOHN Q. HAMMONS: J.D. Holdings Can't Pursue Delaware Litigation KEN'S FISH: Unsecureds to be Paid 10% in 12 Monthly Installments KEY SAFETY: Moody's Lowers CFR to B3; Outlook Stable LAURA ELSHEIMER: Wants Approval on Interim Cash Collateral Use LE-MAR HOLDINGS: May Use Cash Collateral Until Oct. 13 Hearing LIFESTAT AMBULANCE: U.S. Trustee Unable to Appoint Committee LOWELL & SONS: Disclosures Approved; Nov. 21 Plan Hearing MARKS INC: U.S. Trustee Unable to Appoint Committee MCELLIOTTS TRUCKING: Case Summary & 3 Unsecured Creditors MID TENN: Nov. 7 Plan and Disclosures Hearing MJM HEALTHCARE: U.S. Trustee Unable to Appoint Committee N214FT LLC: Hires Swartz Aviation Group as Broker OAK CLIFF DENTAL: Hearing on PCO Appointment Set for Nov. 2 OPES HEALTH: Asks Court To Allow Use of Cash Collateral OSAGE WATER: DOJ Watchdog Seeks Ch. 11 Trustee Appointment PACKARD SQUARE: Court Dismisses Chapter 11 Bankruptcy Case PEABODY ENERGY: Court Disallows DMS Claim PINNACLE LAND: U.S. Trustee Unable to Appoint Committee PR GOLD BOND: Hires Luis D Flores Gonzalez Law as Legal Counsel REGIS GALERIE: 25% in Quarterly Payments Over 5Yrs for Unsecureds SCOTT SWIMMING: May Use Cash Collateral Until Oct. 31 SOTERA WIRELESS: Employees Misappropriated Masimo Trade Secrets SPECTRUM HEALTHCARE: Court OKs Continued Cash Collateral Use STARPORT TRANSPORTATION: Nov. 9 Plan and Disclosures Hearing TAKATA CORP: Committee Taps Davies Ward as Canadian Counsel TAKATA CORP: FCR Taps Greenberg Traurig as Special Counsel TEMPLE SHOLOM: Plan Confirmation Hearing Set for Nov. 15 TKL ASSOCIATES: To Pay Unsecured Creditors in Full with 2% Interest U.S. TOMMY: Case Summary & 20 Largest Unsecured Creditors UPPER PADRE: Trustee Hires Husch Blackwell as Bankruptcy Counsel USAE LLC: U.S. Trustee Unable to Appoint Committee VALENCE TECHNOLOGY: Roth Partners' Reimbursement Claim Disallowed VELLANO CORP: Committee Taps Hinman Howard & Kattell as Counsel VIERA CHARTER: Moody's Rates $18.015MM Revenue Bonds Ba2 WINDSOR PLAZA: Case Summary & 3 Unsecured Creditors WOMEN AND BIRTH: Wants to Use Cash Collateral Until Dec. 1 WORDSWORTH ACADEMY: Seeks Approval of Disclosure Statement XTREME MACHINING: Court Confirms Chapter 11 Plan of Reorganization ZETTA JET: Jonathan King Approved as Chapter 11 Trustee [*] Bentham IMF Launches New Bankruptcy Litigation Funding Platform ********* 241 MAIN STREET: Wants To Use Cash Collateral Through Oct. 25 ------------------------------------------------------------- 241 Main Street, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Rhode Island to use cash collateral of RBS Citizens, N.A., Vend Lease Company, Rewards Network Establishment Services, Inc., Sysco Boston, LLC, and NextWave Enterprises, LLC, for an additional 20 days, from Oct. 6, 2017, through Oct. 25, 2017. The Debtor proposes to provide adequate protection to Citizens for the Debtor's use of cash collateral and grant replacement liens to Citizens. The Debtor needs to use cash collateral to continue the operation of its business and maintain its workforce. The Court entered a final order on Sept. 5, 2017, authorizing use of the Citizens' cash collateral. The Court authorized the Debtor's use of cash collateral through Oct. 5, 2017, with certain monthly adequate protection payments to Citizens. The Debtor says that without continued use of cash collateral after Oct. 5, 2017, it will be unable to fund continued operations and will have to close. The Debtor wants to continue to operate and continue its negotiation to propose a plan. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/rib17-11392-55.pdf About 241 Main Street 241 Main Street, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I. Case No. 17-11392) on Aug. 10, 2017. Scott Parker, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Diane Finkle presides over the case. Peter M. Iascone & Associates, Ltd., represents the Debtor as legal counsel. 417 RENTALS: Central Bank Wants to Prohibit Use of Cash Collateral ------------------------------------------------------------------ Central Bank of the Ozarks asks the U.S. Bankruptcy Court for the Western District of Missouri to prohibit 417 Rentals, LLC, from using cash collateral. Central Bank is a secured creditor in this proceeding and is the holder of certain promissory notes, deeds of trust, assignments of rents, guaranties, loan modification agreements, and other loan agreements. The debts to Central Bank are in default for: a. failure to pay the debts when due; b. transfer of certain properties in violation of the due on sale clauses in the deeds of trust; c. failure to maintain certain properties in good condition; and d. failure to comply with all existing applicable laws, ordinances, and regulations of governmental authorities. The Debtor remains in possession of the real property that secures Central Bank's debts and has failed and refused to turn over the rents, issues, profits and proceeds thereof to Central Bank. Under the promissory notes and deeds of trust, Central Bank has an absolute, present assignment of the rents, issues and profits of the real property that secures its debts and took all necessary steps to perfect its rights under the assignment of rents clause prior to the filing of the petition. Consequently, the rents are not property of the bankruptcy estate and do not constitute cash collateral within the meaning of 11 U.S.C. Section 363(a). Central Bank is an additional loss payee under the insurance policies on the 2129 W. Wall Street and 833 S. Nettleton property and is entitled to the insurance proceeds thereof. To the extent the rents are cash collateral, the Debtor has not obtained Central Bank's consent to the use thereof and no order authorizing the use of cash collateral has been entered by this Court as required by 11 U.S.C. Section 363(c)2). Central Bank claims that: a. to the extent the rents are cash collateral, the Debtor has failed to provide Central Bank with adequate protection of its interest in the property which secures its debts; b. upon information and belief, the Debtor is using the rents without Central Bank's consent or authorization of the court and Central Bank will suffer irreparable harm unless the court enters an order prohibiting Debtor's use of the rents without adequate protection. c. upon information and belief, the Debtor has not segregated Central Bank's rents and Debtor should be held to account for any cash collateral in its possession as required by 11 U.S.C. Section 363(c)(4); and d. to the extent Debtor has engaged in the unauthorized use of cash collateral since the filing of the petition, Central Bank is entitled to an administrative expense claim in the amount such unauthorized use. A copy of Central Bank's request is available at: http://bankrupt.com/misc/mowb17-60935-63.pdf Central Bank is represented by: Dan Nelson, Esq. LATHROP GAGE LLP 910 East St. Louis Street, Suite 100 Springfield, Missouri 65806 Tel: (417) 886-2000 Fax: (417) 886-9126 E-mail: dnelson@lathropgage.com About 417 Rentals LLC Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held company in the real estate rental service industry. 417 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, serves as the Debtor's bankruptcy counsel. 47 HOPS: May Use Cash Collateral Until Dec. 5 Hearing ----------------------------------------------------- The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern District of Washington has entered an agreed order authorizing 47 Hops LLC's second interim use of cash collateral through the date of the final hearing. A hearing on the Debtor's final use of cash collateral will be held on Dec. 5, 2017, at 9:00 a.m. As reported by the Troubled Company Reporter on Sept. 4, 2017, the Court previously denied the Debtor's motion for authorization to use cash collateral. According to the TCR, the Debtor sought court authorization to use cash collateral of Columbia Bank to fund its current operations. The Debtor owes the Bank approximately $4.5 million for a line of credit, and has guaranteed an additional $2.3 million owed to the Bank by an affiliate. The Bank's line of credit is secured by a security interest in all of the Debtor's inventory and accounts receivable. Within 30 days of entry of this Sept. 22, 2017 court order, the Debtor will provide the Bank, the Official Committee of Unsecured Creditors, and the U.S. Trustee, with: (a) 1st and 2nd Quarter 2017 Financials, including a balance sheet, profit & loss statement, A/R & A/P Aging reports and inventory reports; (b) June, July and August 2017 Financials, including a balance sheet, profit & loss statement, A/R & A/P Aging reports and inventory reports; and (c) a complete accounting of the prepaid inventory listed in the Debtor's SOFA including inventory fully purchased by brewers/buyers; inventory held for brewers/buyers which has not been paid for; storage fees being received by the Debtor for holding prepaid inventory; and shipment dates for prepaid inventory. As adequate protection for any cash collateral used by the Debtor, the Bank is granted, pursuant to Sections 361(1), 361(2) and 363(e) of the U.S. Bankruptcy Code, replacement security interests and perfected liens upon all property acquired by the Debtor after the Petition Date of the same type, kind, character and description as the property in which the Bank held a lien or security interest on the Petition Date, with the same validity and priority and to the same extent that it had valid, enforceable liens and security interests prior to the Petition Date in and to the: (a) all proceeds from the disposition of all or any portion of the prepetition collateral, (b) all property of the Debtor and the Debtor's estate of the same kind, type and nature as the prepetition collateral that is acquired after the Petition Date, and (c) all proceeds of the foregoing. As further adequate protection, the Debtor grants to the Bank a lien on (a) the Debtors' contracts with brewers for the sale of hops, (b) the Debtor's pellet mill and line, and (c) the promissory note owed by Doug MacKinnon to the Debtor. The Additional Lien will secure only the amount of the diminution in the value of the Bank's collateral, if any, as compared to the value as of the Petition Date that occurs as a result of the Debtor's use of cash collateral. An examiner will be appointed pursuant to 11 U.S.C. Section 1104(c). The examiner is directed to review the Debtor’s books, records and record-keeping processes, and, with respect to the time period from Jan. 1, 2015, to the present, report to the Bank upon (i) the sources and uses of revenue generated by the Debtor, including any direct or indirect transfers of such revenue to and transactions with the Debtor's affiliates; (ii) the sources and uses of funds borrowed or loaned by the Debtor, including funds loaned directly or indirectly to the Debtor's affiliates, and (iii) the amount, ownership and sources of the Debtor's inventory including the Debtor's prepaid inventory to determine whether all or any portion of the prepaid inventory listed in the Debtor's SOFA constitutes property of the estate and prepetition collateral of the Bank. The examiner, on his or her own motion, may move to request expansion of the examiner's duties. A copy of the Order is available at: http://bankrupt.com/misc/waeb17-02440-103.pdf About 47 Hops LLC Based in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ -- sells aroma and alpha hops to breweries in 38 countries around the world. 47 Hops LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-02440) on Aug. 11, 2017. Douglas MacKinnon, its president, signed the petition. At the time of the filing, the Debtor disclosed $4.3 million in assets and $7.45 million in liabilities. Judge Frank L. Kurtz presides over the case. Catherine J Reny, Esq., and Nathan T. Riordan, Esq., at Wenokur Riordan PLLC, serve as the Debtor's bankruptcy counsel. The official committee of unsecured creditors formed in the case tapped Cairncross & Hempelmann, P.S., as counsel. 7 BAY CORP: Discloses M. Kairalla's Claims in Latest Filing ----------------------------------------------------------- 7 Bay Corp. filed with the U.S. Bankruptcy Court for the District of Massachusetts a fifth amended disclosure statement in support of its fourth amended plan of liquidation, dated Sept. 27, 2017. This latest disclosure statement adds a description of creditor Mina Kairalla's claim. Kairalla's counsel provided the following description of the creditor's claim: Kairalla claims that on or about March 15, 2013, he entered into a Purchase and Sale Agreement with the debtor whereby he agreed to buy and the debtor sell a unit of 1800 square feet, more or less, for $300,000. Kairalla paid the debtor $300,000, but certain alleged conditions precedent never occurred, and the debtor claims that it unilaterally cancelled the contract and refunded $100,000 of the $300,000, which Kairalla disputes. It is undisputed that Kairalla has a claim of at least $200,000. The dispute is the subject of a pending Adversary Proceeding. The debtor claims that the contract was cancelled, or that it is executory and can be rejected in the plan, which it intends to do. Kairalla contends that since he paid the full agreed upon consideration, the contract is not executory within the meaning of the classic Countryman definition of "executory." A trial on the matter is scheduled for the end of November. If the court rejects the debtor's position altogether, the debtor will be required to convey a unit of 1800 square feet more or less, in accordance with the contract. If the court accepts the debtor's position altogether, then Mr. Kairalla will have a claim of at least $200,000. If the court finds that the contract is executory and allows the debtor to reject it, Mr. Kairalla will be entitled to rejection damages within the meaning of section 365 and lien in the amount of the damages pursuant to section 365(j). The likely result probably lies somewhere in the middle of the two positions. A full-text copy of the Fifth Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab15-14885-457.pdf About 7 Bay Corp 7 Bay Corp, based in Hull, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 15-14885) on Dec. 17, 2015. The petition was signed by Steven Buckley, president. Judge Frank J. Bailey presides over the case. John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., serves as the Debtor's counsel. At the time of the filing, 7 Bay estimated $1 million to $10 million in both assets and liabilities. ABC DENTISTRY: Rohi Qui Tam Claimants to Recoup 0-9% Under New Plan ------------------------------------------------------------------- ABC Dentistry, P.A., et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas a second amended disclosure statement in support of the Debtors' joint Chapter 11 plan of reorganization. This version of the plan now has nine classes, adding the Rohi Qui Tam Claims Claims in Class 7 and the State of Texas OIG Claims in Class 8. The Plan Proponents will seek to confirm a Plan that incorporates the Rohi Settlement and the State Release Agreement. The Rohi Settlement provides that the Holders of the Rohi Personal Claims and the Rohi Qui Tam Claims will receive the Rohi Settlement Payment in full satisfaction of the Rohi Personal Claims and the Rohi Qui Tam Claims and that the State of Texas will receive the State of Texas OIG Settlement Payment in full satisfaction of the State of Texas OIG Claims. Class 7 under the latest plan consists of Rohi Qui Tam Claims. The Class 7 Claims are impaired. In full satisfaction of all the Rohi Qui Tam Claims, Rohi will receive the Rohi Portion and the State of Texas will receive the State of Texas Portion. Rohi and the State of Texas agree that the Bankruptcy Court will determine, under applicable non- Title 11 law, the portion of the Rohi Settlement Payment payable to Rohi and the portion of the Rohi Settlement Payment payable to the State of Texas. Rohi and the State of Texas hereby waive any right to appeal the Bankruptcy Court’s division of the Rohi Settlement Payment. Projected recovery for this class is 0-9%. Class 8 consists of the State of Texas OIG Claims. The State of Texas is the Holder of the State of Texas OIG Claims. The Class 8 Claims are unimpaired. In full satisfaction of all the State of Texas OIG Claims, the State of Texas shall receive the State of Texas OIG Settlement Payment. On account of the State of Texas OIG Settlement Payment, the State of Texas will receive 7.82 % of the Initial Plan Payment and a minimum of 7.82% of the Quarterly Payments. After the Initial Plan Payment is made, the unpaid portion of the State of Texas OIG Settlement Payment will accrue interest at a flat rate of 0.5% per annum until paid, and be paid in full by Dec. 31, 2022. Projected recovery for this class is 100%. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-34221-311.pdf About ABC Dentistry ABC Dentistry, P.A., ABC Dentistry Old Spanish Trail, P.L.L.C., and ABC Dentistry West Orem, P.L.L.C., are part of a family of clinics doing business as ABC Dental in the Houston area. ABC Dental, which employs approximately 40 people, provides a variety of dental and orthodontic services to Medicaid patients. On Aug. 26, 2016, each of the Debtors filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-34221). The Debtors estimate assets in the range of $100,000 to $500,000 and liabilities of up to $50 million as of the bankruptcy filing. The Hon. Jeff Bohm (16-34221) and Karen K. Brown (16-34222 and 16-34225) presides over the cases. The petitions were signed by Iraj S. Jabbary, D.D.S., director. The Debtors have hired Baker Botts L.L.P. as their counsel, Stout Risius Ross, Inc., as financial advisor, BMC Group, Inc., as noticing agent. No official committee of unsecured creditors has been appointed in the case. ARAMARK SERVICES: Moody's Affirms Ba2 CFR; Outlook Changed to Neg. ------------------------------------------------------------------ Moody's Investors Service affirmed Aramark Services, Inc.'s Corporate Family rating ("CFR") at Ba2, Probability of Default rating ("PDR") at Ba2-PD, senior secured at Ba1 and senior unsecured at Ba3. The SGL-1 speculative grade liquidity rating is unchanged. The ratings outlook was revised to negative from stable. The Aramark announced it will acquire uniform services provider Ameripride Services, Inc. ("Ameripride") for $1.0 billion and group purchasing organization ("GPO") Avendra Ltd. ("Avendra") for $1.35 billion. The purchase prices and transaction-related fees and expenses will be financed with over $2.35 billion of new debt. Aramark intends to issue the debt on or before the date of closing the acquisitions, which Aramark expects will take place sometime in late calendar 2017. RATING RATIONALE "Although the two announced acquisitions are strategic and will benefit Aramark's competitive position, the almost 50% increase in debt outstanding from the all-debt acquisition financing drives financial leverage to above 5 times and is credit negative," said Edmond DeForest, Moody's Vice President and Senior Credit Officer. DeForest continued: "The revision of the outlook to negative reflects the risk that financial metrics could remain weak for an extended period if integration, cost benefit and debt repayment goals are not met." The acquisition of Ameripride will solidify Aramark's number two uniform services market position behind industry leader Cintas Corporation (indirect parent of Cintas Corporation No. 2, A3 stable) while bolstering Aramark's position in certain markets such as Canada. The Avendra acquisition will roughly double the company's GPO business and lead to significant purchasing synergies over time. Increasing the scale of its GPO business, will mitigate the size-driven cost advantages of its significantly larger competitors such as Compass Group Plc (A3 stable) when competing for new contracts. Aramark's Ba2 CFR reflects Moody's expectations for the all-debt-financed acquisitions to push debt to EBITDA to above 5 times as of June 30, 2017, pro forma for an anticipated $2.35 billion of acquisition-related debt and EBITDA of $70 million from Ameripride and $80 million from Avendra. However, Moody's anticipates debt to EBITDA will return to below 4.5 times during fiscal 2019 (ends September). Moody's expects Aramark will direct a large portion of its $300 million of anticipated free cash flow toward debt repayment. In addition, Moody's anticipates that EBITDA margins will improve as Aramark recognizes anticipated financial benefits of the acquisitions. These benefits include (i) cost reductions from the elimination of duplicate functions (ii) greater efficiency in markets where the Aramark and Ameripride had substantial route and customer overlap and (iii) substantially reduced supply costs through the increase in the scale and scope of its captive GPO with the addition of Avendra's customers to its purchasing base. Aramark remains slow-growing and thinly profitable, with only, low single digit revenue growth (on a constant currency basis) anticipated and slowly improving profitability, with EBITA margins expected around 6.5% in 2018 before any benefits of the acquisitions are achieved. Moody's considers Aramark's business stable and predictable, with long term contracts and fixed asset investments providing high revenue visibility and meaningful competitive barriers. All financial metrics cited reflect Moody's standard analytical adjustments. The Ba1 senior secured and Ba3 senior unsecured ratings reflect the Ba2-PD PDR and loss given default assessments of LGD3 for the senior secured, reflecting their priority position in the debt capital structure, and LGD5 for the senior unsecured, reflecting their subordinated position in the debt capital structure. The ratings also reflect an expectation for the debt to be raised to fund the acquisitions to be a balance of secured and unsecured sources. If the preponderance of new debt raised is secured, it could lead to a downgrade of the senior unsecured ratings to B1 from Ba3. The SGL-1 Speculative Grade Liquidity rating ("SGL") reflects Moody's assessment of very good liquidity from about $300 million of anticipated free cash flow, cash balances expected to be at least $100 million and significant availability under revolving credit and receivables securitizations facilities, which Moody's anticipates will be used seasonally. If the acquisitions are financed in a manner that reduces liquidity from, among other things, diminished cash or cash flow, less revolver availability or more limited cushions under financial covenants applicable to the revolver and certain term loans, the SGL rating could be lowered to SGL-2 from SGL-1. The revision of the ratings outlook to negative from stable reflects Moody's concerns that difficultly or slowness in achieving the anticipated financial benefits of the acquisitions or a shift in financial policies away from an emphasis on debt reduction could lead to a prolonged period of weak financial metrics. The outlook could be revised to stable from negative if Moody's expects some revenue growth, EBITA margins above 6.5% and debt to EBITDA approaching 4 times. Given the negative ratings outlook, an upgrade in the near term is not likely, However, the ratings could be upgraded if Moody's expects Aramark will sustain: 1) debt to EBITDA below 3.5 times; 2) improved free cash flow; and 3) a commitment to conservative financial policies. The ratings could be downgraded if Moody's expects: 1) revenue growth to slow; 2) EBITA margins to remain below 6%; or 3) debt to EBITDA to be maintained around 4.5 times. Moody's took the following rating actions and made the following outlook change: Issuer: Aramark Services, Inc. Affirmations: -- Corporate Family Rating at Ba2 -- Probability of Default Rating, at Ba2-PD -- Senior Secured, at Ba1 (LGD3) -- Senior Unsecured, at Ba3 (LGD5) Outlook: -- Outlook, revised to Negative from Stable Issuer: ARAMARK Canada Ltd. Affirmations: -- Senior Secured, at Ba1 (LGD3) Outlook: -- Outlook, revised to Negative from Stable Issuer: Aramark International Finance Sarl Affirmations: -- Senior Unsecured, at Ba3 (LGD5) The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Aramark is a provider of food and related services to a broad range of institutions and is the second largest provider of uniform and career apparel in the United States. Moody's expects fiscal 2018 (ending September) revenue (without the Ameriprise and Avendra acquisitions) to exceed $15 billion. AVAYA INC: Court Denies Bid to Transfer Venue of Blackberry Suit ---------------------------------------------------------------- The Defendant in the case captioned BLACKBERRY LIMITED, A CANADIAN CORPORATION, AND BLACKBERRY CORPORATION, A DELAWARE CORPORATION, Plaintiffs, v. AVAYA INC., A DELAWARE CORPORATION, Defendant, Civil Action No. 3:16-cv-02185-M (N.D. Tex.) filed a motion to transfer venue and motion to supplement appendix. U.S. District Judge Barbara M.G. Lynn heard oral argument on Sept. 28, 2017. Upon analysis, Judge Lynn denied the motions. Motions to transfer venue are to be decided based on "the situation which existed when suit was instituted." "Otherwise, given the constantly evolving commercial landscape, the Court is likely to face a new transfer request every time a business or product line is relocated." When evaluating Avaya's Motion to Transfer Venue, the Court, therefore, did not consider events that have transpired after the suit was filed. Avaya's Motion to Supplement Appendix is denied. At any rate, Avaya's supplement is not dispositive. Even if the Court had considered it, Avaya would still fall short of meeting its burden to show good cause for the transfer. In its motion to transfer venue, Avaya fails to show that the Northern District of California is a more convenient forum for witnesses. Although Blackberry Corp. and Avaya both have their headquarters in the Northern District of California, "it is the convenience of the nonparty witnesses that is accorded the greatest weight." The record shows that more key nonparty witnesses, including several inventors of the patents-at-issue, are located in or closer to this district. This factor does not weigh in favor of transfer. Because courts, in evaluating motions to transfer, can only consider facts as they existed when the suit was filed, Avaya's Motion to Supplement Appendix is denied. Because the analysis of the private and public interest factors demonstrate that Avaya has fallen short of meeting its burden, its Motion to Transfer Venue to the Northern District of California is also denied. A full-text copy of Judge Lynn's Memorandum Opinion and Order dated Oct. 10, 2017, is available at https://is.gd/I3un4X from Leagle.com. Blackberry Limited, Plaintiff, represented by E. Leon Carter -- lcarter@carterscholer.com -- Carter Scholer Arnett Hamada & Mockler PLLC. Blackberry Limited, Plaintiff, represented by Noah Franklin Webster, BlackBerry Corporation, Antonio Sistos -- antoniosistos@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan LLP, pro hac vice, Iman Lordgooei -- imanlordgooei@quinnemanuel.com -- Quinn Emanuel Urqhart & Sullivan LLP, pro hac vice, James Robert Asperger -- jimasperger@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan LLP, pro hac vice, John S. Torkelson – jtorkelson@carterscholer.com -- Carter Scholer Arnett Hamada & Mockler PLLC, Kevin P.B. Johnson, Quinn Emanuel Uruquhart & Sullivan LLP -- kevinjohnson@quinnemanuel.com -- Nicholas A. Leefer, Quinn Emanuel Urquhart & Sullivan LLP, pro hac vice, Patrick T. Burns -- patrickburns@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan LLP pro hac vice, Ray Zado -- rayzado@quinnemanuel.com -- & Victoria Fishman Maroulis -- victoriamaroulis@quinnemanuel.com -- Quinn Emanuel, pro hac vice. Blackberry Corporation, Plaintiff, represented by E. Leon Carter, Carter Scholer Arnett Hamada & Mockler PLLC, Noah Franklin Webster, BlackBerry Corporation, Antonio Sistos, Quinn Emanuel Urquhart & Sullivan LLP, pro hac vice, Iman Lordgooei, Quinn Emanuel Urqhart & Sullivan LLP, pro hac vice, James Robert Asperger, Quinn Emanuel Urquhart & Sullivan LLP, pro hac vice, John S. Torkelson, Carter Scholer Arnett Hamada & Mockler PLLC, Kevin P.B. Johnson, Quinn Emanuel Uruquhart & Sullivan LLP, Nicholas A. Leefer, Quinn Emanuel Urquhart & Sullivan LLP, pro hac vice, Patrick T. Burns, Quinn Emanuel Urquhart & Sullivan LLP, pro hac vice, Ray Zado & Victoria Fishman Maroulis, Quinn Emanuel, pro hac vice. Avaya Inc, Defendant, represented by Jon G. Shepherd -- Jon.Shepherd@hklaw.com -- Holland & Knight, Benjamin M. Stern -- Benjamin.Stern@hklaw.com -- Holland & Knight, Joshua C. Krumholz – Joshua.Krumholz@hklaw.com -- Holland & Knight LLP, pro hac vice, Merri C. Moken – Merri.Moken@hklaw.com -- Holland & Knight LLP, pro hac vice, Michael B. Eisenberg – Michael.Eisenberg@hklaw.com -- Holland & Knight LLP, pro hac vice & Samuel Spital, Legal Defense and Educational Fund Inc, pro hac vice. About Avaya Inc. Avaya Inc. is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP, as financial services consultant. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. On April 13, 2017, the Debtors filed their joint Chapter 11 plan of reorganization. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of Jan. 24, 2017. BAILEY'S EXPRESS: Wants to Use Up to $114K in Cash Until Oct. 28 ---------------------------------------------------------------- Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut has entered a fourth interim order authorizing Bailey's Express, Inc., to use up to $113,821 of cash collateral of Bankwell Bank until Oct. 28, 2017, at 5:00 p.m. A further hearing on the Debtor's use of cash collateral will be held on Oct. 18, 2017, at 10:00 a.m. The Debtor is authorized to use an amount of cash collateral until the termination date not to exceed $113,821 solely to fund the types and corresponding amounts of itemized expenditures contained in the budget. For each weekly period set forth in the Budget, the Debtor's actual cash disbursements for the period will not exceed the line item amount for category as set forth in the Budget, provided, however, that notwithstanding the foregoing, (i) expenditures of the Debtor under any line item of the Budget for any period may exceed the expenditure amount budgeted for the line item by 20%, so long as aggregate total expenditures during the term of this order do not exceed the total amount budgeted for the period, and (ii) any line item expenditures budgeted during any given week, but not actually paid or expended during the week, may be paid during the following week. In no event will aggregate total expenditures by the Debtor through the Termination Date exceed the Total Authorized Expenditure Amount, provided, however, that through the Termination Date, Bankwell, SAIA, and the Debtor may, in their sole discretion, agree to increase cash disbursements and operating expenditures in the Budget, and upon written agreement by Bankwell and SAIA to so modify the Budget, the Debtor will be authorized to use cash collateral in the amount without the need for any further order of the Court. It is understood that Bankwell and SAIA may assume that the Debtor will comply with this requirement and Bankwell and SAIA will have no duty to monitor compliance. As adequate protection for any cash collateral expended by the Debtor pursuant to this Order, Bankwell is granted a first lien to secure an amount of Bankwell's prepetition claims equal to (i) the amount of cash collateral actually expended by the Debtor and (ii) an amount equaling the aggregate decline in the value of the Bankwell prepetition collateral (whether as a result of physical deterioration, consumption, use, shrinkage, decline in market value or otherwise). The Replacement Liens will be subject only to non-avoidable, valid, enforceable and perfected liens and security interests in the assets of Debtor, as prepetition Debtor, that existed on the Petition Date and that are not subject to avoidance pursuant to the U.S. Bankruptcy Code, in favor of third parties, that are superior in priority, after giving effect to any existing subordination or intercreditor arrangements, to the Bankwell Prepetition Liens. The Replacement Liens will attach to personal property and assets of the Debtor, of any kind or nature whatsoever, whether now owned or hereafter acquired by any Debtor, and all proceeds, rents or profits thereof. Bankwell's Replacement Liens will at all times be senior to the rights of the Debtor and any successor trustee or estate representative in this case or any subsequent case or proceedings under the Bankruptcy Code. Any security interest or lien upon the DIP Collateral which is avoided or otherwise preserved for the benefit of any Debtor's estate under Section 551 or any other provision of the Bankruptcy Code will be subordinate to the security interests in and Replacement Liens upon the DIP Collateral granted to Bankwell. In addition to the Replacement Lien, Bankwell will have a priority claim in an amount equal to the amount of cash collateral actually expended by Debtor, which claim will have the highest administrative priority under Sections 503(b), 507(a)(1) and 507(b) of the Bankruptcy Code, and the claim will have priority over, and be senior to, all other administrative claims. As adequate protection for any cash collateral expended by the Debtor, SAIA is granted, pursuant to Sections 361(1) and 363(e) of the Bankruptcy Code, a lien, subordinate to the security interests held by Bankwell, on the DIP Collateral, but only to the extent that SAIA successfully establishes that SAIA is entitled to impose an interline trust on cash collected by the Debtor. If the Debtor at any time seeks any third-party financing, and in connection with financing requests that the Court grant or impose, under Section 364 of the Bankruptcy Code or otherwise, liens with a priority equal to or superior to the Bankwell Prepetition Liens or the Replacement Liens, the Debtor will be required to use the first available proceeds of any financing to repay Bankwell the full amount of any cash collateral expended pursuant to the court order. A copy of the Order is available at: http://bankrupt.com/misc/ctb17-31042-122.pdf About Bailey's Express Headquartered in Middletown, Connecticut, Bailey's Express -- http://www.baileysxpress.com/-- is a Connecticut-based less than truckload carrier. It provides service across the nation and is dedicated in helping Connecticut, Massachusetts and Rhode Island companies market their products throughout the U.S. including Hawaii and Alaska. It has distribution points in Charlotte, Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville, Memphis, Neenah, Phoenix, Salt Lake City and Toledo. It also provides service to Mexico, Puerto Rico & Canada. Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by David Allen, chief financial officer. Judge Ann M. Nevins presides over the case. Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at Pullman & Comley, LLC, serves as the Debtor's bankruptcy counsel. No creditors' committee has yet been appointed in the case. BRIAN J. BENNER: Summary Ruling in Referral Fee Suit Partly Upheld ------------------------------------------------------------------ In the appeals cases captioned THOMAS W. ELKINS, Plaintiff/Counter-Defendant-Appellant, v. NANCY BENNER, Defendant/Counter-Plaintiff-Appellee. THOMAS W. ELKINS, Plaintiff/Counter-Defendant-Appellant, v. NANCY BENNER, Defendant/Counter-Plaintiff-Appellee, and C. WILLIAM GARRATT, Appellant, Nos. 331701, 332664, 333114 (Mich. App.), plaintiff appeals as of right several orders entered by the trial court in this action to hold defendant liable for an attorney referral fee in the amount of $165,000 that plaintiff alleges is owed by defendant's former husband, Brian Benner, a now disbarred attorney. In Docket No. 331701, plaintiff appeals the trial court's order granting defendant's motion for summary disposition and denying plaintiff's motion to amend his complaint. In Docket Nos. 332664 and 333114, plaintiff appeals the trial court's orders granting defendant's motion for sanctions based on the trial court's determination that plaintiff's complaint was frivolous, and awarding defendant attorney fees of $18,344 and costs of $980.10. Plaintiff also appeals the trial court's order denying plaintiff's motion for sanctions in connection with defendant's dismissed counterclaim for slander of title. The Michigan Court of Appeals affirms in part and reverses in part in Docket No. 331701, vacate the orders appealed in Docket Nos. 332664 and 333114, and remand for further proceedings. Plaintiff, an attorney, alleges that defendant's former husband, Brian Benner, failed to pay a referral fee for a client that plaintiff referred to Benner. Plaintiff filed this lawsuit seeking to hold defendant liable for the referral fee under a theory that Benner misappropriated client funds, including funds for the attorney referral fee that Benner owed plaintiff, and that defendant acted in concert with Benner to defraud plaintiff and other creditors by transferring the misappropriated property to defendant, in part through a sham divorce and property settlement, and that defendant was unjustly enriched by Benner's misdeeds. In Count I of his complaint, plaintiff alleged that defendant was liable for the attorney referral fee that Benner agreed to pay because she acted as Benner's instrument or alter ego to commit fraud upon plaintiff. Plaintiff asked the court to impose a constructive trust on a marital home owned by Benner and defendant, which had been placed solely in defendant's name. In Count II, plaintiff alleged that Benner converted the client funds from which plaintiff was entitled to collect the attorney referral fee and that defendant was liable because she aided or abetted Benner in the conversion of plaintiff's property. Count I of plaintiff's complaint alleged that defendant acted as Benner's alter ego to misappropriate client funds and shield those funds from creditors, and therefore, the defendant could be held personally liable for the attorney referral fee that Benner agreed to pay plaintiff. The trial court agreed with defendant that plaintiff failed to state a "claim for alter ego because there's no corporate entity involved." The court also refused to allow plaintiff to amend his complaint to further clarify this claim because "there is no such thing as alter ego, and you don't plead any specificity as to that anyways, as to the fraud you allege." The Court of Appeals agrees with the trial court that there is no basis for applying the alter-ego rule to allow the imposition of liability on defendant for Benner's alleged misdeeds. The trial court denied plaintiff's motion to amend his complaint to add a claim under the Uniform Fraudulent Transfer Act. Plaintiff's proposed amended complaint alleged that defendant and Benner conspired to use their divorce property settlement to facilitate the transfer of property from Benner to defendant to shield the property from Benner's creditors, including plaintiff. The trial court erred in ruling that plaintiff was precluded from challenging the property settlement as an improper transfer of marital assets under the UFTA because such a challenge amounted to an improper collateral attack on the divorce judgment. Accordingly, the Appeals Court reverses the trial court's order denying plaintiff's motion to amend his complaint to add a claim under the UFTA. In Docket Nos. 332664 and 333114, plaintiff challenges the trial court's orders awarding defendant sanctions, and denying plaintiff's motion for sanctions in connection with the dismissal of defendant's counterclaim. In light of the Appeals Court's decisions to reverse both the trial court's dismissal of plaintiff's conversion claim and its denial of plaintiff's motion to amend his complaint to add a claim under the UFTA, the Appeals Court vacates the trial court's award of sanctions to defendant because those claims cannot be considered frivolous, and defendant is no longer a prevailing party entitled to sanctions. Thus, the Appeals Court affirms in part and reverses in part the trial court's order granting defendant's motion for summary disposition and denying plaintiff's motion to amend her complaint, vacates the trial court's orders granting defendant's motion for sanctions and denying plaintiff's motion for sanctions, and remands for further proceedings consistent with this opinion. The Court does not retain jurisdiction. A full-text copy of the Appeals Court's Decision dated Oct. 10. 2017, is available at https://is.gd/vo8X8h from Leagle.com. C. WILLIAM GARRATT -- thefirm@garrattbachand.net -- for THOMAS W. ELKINS, Plaintiff-Counter-Defender-Appellant. TIMOTHY J. DOYLE, for NANCY BENNER, Defendant-Counter-Plaintiff-Appellee. Brian J. Benner filed for chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 15-44890) on March 29, 2015. CAPROCK OIL: Full Payment for Unsecureds Under Proposed Plan ------------------------------------------------------------ CapRock Oil Tools, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement for its plan of reorganization, dated Oct. 6, 2017. The Plan contemplates that the Debtor will use of all post-petition and post-Confirmation income/revenue of the Debtor and Reorganized Debtor, proceeds from the collection of the Debtor's accounts receivables, proceeds from recovery of Voidable Transfers and New Value Contribution(s) to pay, in full, holders of Allowed Claims in the following classes: (a) Tax Claims to be paid in full within the later of 60 days of the Effective Date or such Tax Claims become Allowed Claims; (b) Secured Claims to be paid, at the holder's option in accordance with the applicable pre-petition loan agreement(s), or as may be agreed between the holder of the Secured Claim and the Debtor; (c) Non-Insider Unsecured Claims to be paid within one 180 days of the Effective Date of the Plan, or the date such claims become Allowed Claims, whichever is later; and (d) Insider Unsecured Claims to be paid within one hundred 180 days after the date Allowed Non-Insider Unsecured Claims have been satisfied. The Plan further provides that the Hall Stock Redemption Claim is to be subordinated and Equity Interests are to be cancelled with no distribution on account of same. In addition, the Reorganized Debtor will also retain all Estate property, including all property of the Debtor, to the extent same are assets of the Debtor's bankruptcy estate, as well as all Avoidance Actions. Finally, all of the equity in the Reorganized Debtor will be owned by the party or parties providing the New Value Contribution. The New Value Contribution, in turn, will be used to fund amounts due under the Plan that the Reorganized Debtor is unable to timely fund and is currently anticipated to approximate no less than $1,986,653.31 to be funded (it is currently anticipated by the Debtor's sole shareholder, Glenn Gault) in quarterly installments of approximately $400,000-500,000 by the party or parties providing the New Value Contribution. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-80109-48.pdf About Caprock Oil Tools CapRock Oil Tools, Inc., based in Pearland, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-80109) on April 10, 2017, and is represented by Scheef & Stone, LLP. The Office of the U.S. Trustee on May 10 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CapRock Oil Tools, Inc. CASHMAN EQUIPMENT: Hearing on Cash Collateral Use Set for Oct. 23 ----------------------------------------------------------------- The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts will hold a hearing on Oct. 23, 2017, at 10:00 a.m. to consider the approval of Cashman Equipment Corporation and its affiliates' continued use of cash collateral. A hearing was previously set for Oct. 11, 2017. The Court has earlier entered entered an interim order authorizing the Debtors to continue using cash collateral. The Debtors have sought court permission to use cash collateral to pay the expenses necessary to maintain their businesses, maintain operations and preserve the value of their assets. The Debtors sought approval to use cash collateral of (i) U.S. Secretary of Transportation acting through the U.S. Maritime Administration; (ii) Rockland Trust Company; (iii) Santander Bank, N.A.; (iv) Wells Fargo, N.A.; (v) Citizens Asset Finance, Inc.; (vi) Banc of America Leasing and Capital, LLC; (vii) U.S. Bank National Association acting through its division U.S. Bank Equipment Finance; (viii) KeyBank N. A.; (ix) Fifth Third Bank; (x) Radius Bank; (xi) Pacific Western Bank; and (xii) Equitable Bank. About Cashman Equipment Corp. Headquartered in Boston, Massachusetts, Cashman Equipment Corp. -- http://4barges.com/-- was founded in 1995 as a barge rental and marine contracting company with a fleet of 10 barges, 9 of which were built in the 1950s and 1960s. Cashman Equipment and certain of its affiliates and subsidiaries own, operate, rent, and sell a fleet of vessels, including inland and ocean barges, marine accommodation barges, specialized oil spill recovery barges, and tugs, as well as marine equipment, such as cranes, accommodation units, and marine pollution skimmers. Cashman Equipment and certain of its affiliates and subsidiaries, Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017. The petitions were signed by James M. Cashman, the Debtors' president. Mr. Cashman also commenced his own Chapter 11 case (Bankr. D. Mass. Case No. 17-12204). The cases are jointly administered. Cashman Equipment estimated its assets and debt at between $100 million and $500 million. Judge Melvin S. Hoffman presides over the cases. Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy & King, Professional Corporation, serve as Cashman Equipment, et al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar LLC, serves as Mr. Cashman's counsel, according to Mr. Cashman's petition. An official committee of unsecured creditors has been appointed in the case and is represented by Michael J. Fencer, Esq., and John T. Morrier, Esq., at Casner & Edwards, LLP. CASTEX ENERGY: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Castex Energy Partners, L.P. Three Allen Center 333 Clay Street, Suite 2900 Houston, TX 77002 Type of Business: Castex Energy Partners, L.P. is engaged in the exploration, development, production and acquisition of oil and natural gas properties located along the southern coasts of Louisiana and Texas and onshore Louisiana. CEP is a non- operating working interest owner in approximately 375 onshore oil and gas leases located in the State of Louisiana. There are approximately 300 wells on the Onshore Leases. CEP also holds a seismic license and proprietary interests in certain seismic data, through a subsidiary, CTS-Castex, LLC, and is owner of fee land interests in Lafourche Parish, Louisiana, through a subsidiary, Castex Lafourche, LP. Castex Offshore, Inc. is a record title holder of approximately 50 oil and gas leases located offshore the Gulf Coast of Louisiana and Texas. There are approximately 75 wells on the Offshore Leases. COI also holds certain seismic and geographical data related to the Offshore Leases. Castex Energy 2005, L.P. is the holder of one seismic license covering certain onshore and offshore properties. Chapter 11 Petition Date: October 16, 2017 Debtor affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Castex Energy Partners, L.P. (Lead Case) 17-35835 Castex Offshore, Inc. 17-35836 Castex Energy 2005, L.P. 17-35837 Castex Energy II, LLC 17-35838 Castex Energy IV, LLC 17-35839 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtors' Counsel: Louis M. Phillips, Esq. Peter A. Kopfinger, Esq. Amelia L. Bueche, Esq. KELLY HART & PITRE 301 Main Street, Ste 1600 Baton Rouge, LA 70801 Tel: 225-381-9643 Fax: 225-336-9763 E-mail: louis.phillips@kellyhart.com peter.kopfinger@kellyhart.com amelia.bueche@kellyhart.com - and - Patrick (Rick) M. Shelby, Esq. KELLY HART & PITRE 400 Poydras Street, Suite 1812 New Orleans, LA 70130 Tel: (504) 522-1812 E-mail: rick.shelby@kellyhart.com Debtors' Special Counsel: PAUL HASTINGS LLP Debtors' Restructuring Advisor: Ryan Omohundro ALVAREZ & MARSAL NORTH AMERICA, LLC 700 Louisiana Street, Suite 3300 Houston, TX 77002 Tel: 713.571.2400 Fax: 713.547.3697 Web site: https://www.alvarezandmarsal.com/ Debtors' Noticing & Claims Agent: PRIME CLERK LLC Web site: https://cases.primeclerk.com/castex Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Aaron Killian, vice president and chief financial officer. A full-text copy of Castex Energy Partners, L.P.'s petition is available for free at http://bankrupt.com/misc/txsb17-35835.pdf Debtors' Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Allison Offshore Svcs, LLC Lease Operating $129,218 Costs Archrock Partners Operating LLC Lease Operating $273,050 Attn: D. Bradley Childers Costs 9807 Katy Frwy, Suite 100 Houston, TX 77024 Tel: 281-836-8000 Axip Energy Services Lease Operating $25,000 Email: jherald@axip.com Costs Baker Hughes Petrolite LLC Lease Operating $32,498 Email: will.marsh@bakerhughes.com Costs Capital One, N.A. Bank Loan Undetermined Email: stephen.hartman@capitalone.com Cetco Energy Services Lease Operating $23,614 Costs Down Under Geo Solutions LLC Lease Operating $26,036 Email: sales@dug.com; Costs support@dugeo.com GE Oil & Gas Pressure Lease Operating $22,919 Email: stephanie.cathart@ge.com; Costs will.marsh@barkerhughes.com Island Operating Company, Inc. Lease Operating $25,615 Email: rlasester@islandoperating.com Costs John W Stone Oil Dist., LLC Lease Operating $28,232 Email: jwoffshore@stoneoil.com; Costs ssaucier@stoneoil.com Jones Oilfiled Service & Lease Operating $40,450 Supply LLC Costs RC Logistics, LLC Lease Operating $30,530 Email: chris@rclogistics.biz Costs Shamrock Energy Solutions Lease Operating $23,710 Email: sales@go-shamrock.com; Costs info@go-shamrock.com Southern States Brokerage, Inc. Lease Operating $67,425 Email: sso@sso4boats.com Costs Tetra Technologies, Inc. Lease Operating $1,154,993 Attn: Bass C. Wallace Jr. Costs 24955 Interstate, 45 North The Woodlands, TX 77380 Tel: 281-367-1683 Fax: 281-364-4398 Email: corpsecretary@tetratec.com W & T Offshore, Inc. Lease Operating $24,204 Email: twk@wtoffshore.com Costs Walter Oil & Gas Corporation Lease Operating $2,319,043 Attn: Chad Elias Costs 1100 Louisiana, Suite 200 Houston, TX 77002 Tel: 713-659-1221 Fax: 713-756-1177 Email: celias@walteroil.com Westwind Helicopters, Inc. Lease Operating $124,643 Email: Costs contact@westwindhelicopters.com Wood Group PSN, Inc. Lease Operating $141,059 Costs Zedi US Inc. Lease Operating $25,056 Email: Costs kris.chabert@zedisolutions.com; maria.gonzaga@zedisolutions.com Francis Drilling Fluids, Ltd. Lease Operating $21,043 Email: info@fdfltd.com Costs Oceaneering International Lease Operating $19,334 Email: Costs investorrelations@oceaneering.com Expeditors & Productsion Lease Operating $17,824 Services Co., Inc. Costs Email: tamatte@epsteam.com Oil States Skagit Smatco, LLC Lease Operating $16,912 Email: cranes@oilstates.com; Costs winches@oilstates.com Offshore Process Services, Inc. Lease Operating $13,265 Email: ss@opsincusa.com Costs info@opsincusa.com EPS Logistics Company Lease Operating $12,781 Email: tmatte@epsteam.com Costs Marquis Resources LLC Contract Dispute Undetermined Apache Corporation Litigation Undetermined Email: owner.relations@apachecorp.com Fieldwood Energy, LLC Litigation Undetermined Email: doug.macafee@fwellc.com; vendors@fwellc.com Benefit Street Partners Litigation Undetermined Email: bsp-info@benefitstreetpartners.com CASTEX ENERGY: Files for Chapter 11 with Debt-to-Equity Plan ------------------------------------------------------------ Castex Energy Partners, L.P., and its affiliates sought Chapter 11 protection after reaching terms of a consensual restructuring that will convert a substantial portion of the prepetition lenders' debt to equity. The Debtors have arranged DIP financing from their prepetition lenders in the form of a revolving DIP Facility in the aggregate principal amount of up to $15 million. The DIP Facility provides the Castex Debtors with the liquidity they need to fund their operations and the costs of the Chapter 11 cases through emergence, which is anticipated to occur in the first quarter of 2018. Affiliated debtors who simultaneously sought Chapter 11 protection are Castex Offshore, Inc. (COI), Castex Energy 2005, L.P. (Castex 2005), Castex Energy II, LLC (CELL II), and and Castex Energy IV, LLC (CELL IV). The Castex Debtors, affiliates of one another, (i) engage in the exploration, development, production and acquisition of oil and natural gas properties located along the southern coasts of Louisiana and Texas and onshore Louisiana (CEP), (ii) hold legal title and act as designated operator of federal offshore leases (COI), (iii) own the Castex E&P Companies, as defined below (Castex 2005), and (iv) act as general and small interest limited partners of certain of the Castex Debtors (CELL II and CELL IV). The Debtors have no employees. Castex Energy, Inc. (CEI), which is not a debtor in the Chapter 11 cases, provides full scale management services for the Debtors pursuant to a Shared Services Agreement. Road to Bankruptcy Aaron Killian, Vice President and Chief Financial Officer of the Debtors, explains in a court filing that the decline in oil and gas prices has placed substantial pressure on oil and gas companies and caused a substantial decrease in exploration, drilling, and new production. The decrease in the price of oil and natural gas, along with the natural decline in production and limited new drilling activity resulted in a significant reduction in the Castex Debtors' revenue and EBITDA, which declined approximately 60% and 70%, respectively, from FY 2014 to FY 2016. In 2014, the Castex E&P Companies initiated an aggressive exploration and development program and invested $259 million (net of asset sales) adding approximately 60 Bcfe of proved reserves. Much of the investment during this period focused on high cost, long-lead time investments in offshore infrastructure in anticipation of future developmental drilling. From July 2014 to April 2016, natural gas prices fell from $4.40/MMbtu to less than $2.00/MMbtu; CEP was mildly hedged and was exposed to this drop. CEP also suffered from its partner Apache's gross negligence in the construction of a facility and multiple redrills of a well in one of its most profitable fields. Prepetition Capital Structure The Castex Debtors' funded debt obligation is $390 million in secured debt under a Credit Agreement, dated as of July 17, 2013, by and among Castex 2005, CEP, COI, the several banks and other financial institutions or entities from time to time parties thereto (collectively, the "Prepetition Lenders"), Capital One Bank (USA) National Association, as administrative agent and certain other parties. The debt is secured by a pledge on all of the partnership units of CEP, all of CEP's interest in Castex Lafourche, LP, mortgages on virtually all of the Onshore and Offshore Leases, and a pledge of the proceeds from the Apache Litigation. The Castex Debtors have no other funded debt. In June 2012, Castex 2005 raised additional capital through the issuance of preferred equity units. The Partnership issued 612 preferred units, at $125,000 per preferred unit. The gross proceeds were $76,500,000, less fees and expenses. The Castex Debtors estimate that, as of the Petition Date, COI owes a total of approximately $3.0 million on account of goods and services provided to COI from third parties as operator of the Offshore Leases (the "COI Operating Costs"). In the ordinary course of business, the Castex Debtors are parties to a number of lawsuits, legal proceedings, collection proceedings, and claims arising out of their business operations. The lawsuits include a suit filed by Apache Corporation against CEI and the Castex Debtors in August 2015 alleging that Apache is owed on unpaid joint interest billings relating to the parties' joint ownership of certain oil and gas properties. The suit is styled as Apache Corporation v. Castex Offshore, Inc., et al, Cause No. 2015-48580; 133rd Judicial District Court, Harris County, Texas. CEI and the Castex Debtors filed counterclaims against Apache. Certain of these counterclaims center upon two projects undertaken by Apache, as operator: (1) the construction of the Belle Isle natural gas processing facility and associated pipelines (the "Belle Isle Facility"), and (2) the drilling and completion of the Potomac #3 Well. CEP has asserted that, due to Apache's gross negligence and willful misconduct, the Belle Isle Facility cost over $148 million, more than $100 million over the approved budget. Due to Apache's gross negligence, breach of fiduciary duty, and fraud, CEP, as a 25% owner, paid nearly $23 million more than it should have for the Belle Isle Facility. CEP also asserts that Apache was grossly negligent in the drilling, sidetracking, and completion of the Potomac #3 Well (which was owned 50% each by Apache and Castex), causing the total well cost to exceed $51 million, more than double its original budget. Further, CEP alleges that Apache was grossly negligent in failing to cement multiple sidetrack attempts in the well, allowing cross flow of water into the reservoir. As a result, the well was a total loss, ceasing production shortly after completion and causing loss of reserves from the target reservoirs. Inclusive of remedial costs for the well and lost reserves, CEP suffered millions of dollars in damages as a result of Apache's gross negligence on the Potomac #3 Well. Moreover, CEI alleges that CELL I, CEP, Castex 2005, and certain of the Castex Debtors owe the CEI Cure Claim, which is comprised of (i) unpaid management fees in the approximate amount of $3.99 million and (ii) unpaid reimbursements for professional fees paid by CEI in the approximate amount of $2.16 million. Prepetition Marketing Process Over the last two years, management and the Prepetition Lenders have attempted to negotiate multiple out-of-court strategies/restructuring options, none of which has proved workable. In September 2016, CEP proposed a plan (the "DrillCo Plan"), with the approval of Castex 2005, under which it would sell 80% of its prospect inventory to new investors for cash and an override. Because the DrillCo Plan proposed to extend the Maturity Date under the Prepetition Credit Agreement, implementation required the consent of all Prepetition Lenders. The DrillCo Plan did not generate the unanimous support of the Prepetition Lenders, and, accordingly, the parties could not consummate the DrillCo Plan. In February 2017, in connection with further amendments to the Prepetition Credit Agreement, the Castex Debtors agreed to conduct a marketing process for the CEP assets. In March and April 2017, Evercore conducted the Marketing Process in accordance with a bid protocol negotiated with the predecessor Prepetition Agent. The Marketing Process was well attended (55 parties contacted, 17 executed non-disclosure agreements executed, and 13 management presentations) with an audience that incorporated onshore and offshore industry players, financial firms, and buyers of debt. Non-binding bids for certain packages of onshore assets were received but no proposals were submitted for the Castex Debtors' offshore assets. Through presentations from, and on-going discussions between Evercore and the Prepetition Lenders' advisors, the Prepetition Lenders were consistently and routinely informed of the Marketing Process. None of the bids received was actionable. Following the outcome of the Marketing Process, the Castex Debtors offered to recommence work on a new version of the DrillCo Plan and to seek financing to buy out any objecting Prepetition Lenders. The Castex Debtors also offered their continued cooperation and to raise capital to support an in-court solution. On May 1, 2017, the Castex Debtors were informed that an out-of-court solution, including the DrillCo Plan, would not be supported by the requisite Prepetition Lenders in light of the results of the Marketing Process. As a result, the Castex Debtors and the Prepetition Lenders, with the assistance of their respective advisors, focused on negotiating a consensual transaction to address the Castex Debtors' significant liquidity challenges as well as comprehensively restructure the Castex Debtors' obligations via an in-court process. These discussions eventually led to the RSA between the Castex Debtors, the Prepetition Lenders and CEI. Over the past several months, the Castex Debtors and the Prepetition Lenders have engaged in good faith, arm's length negotiations regarding a series of transactions to delever the Castex Debtors' balance sheets and allow the Castex Debtors to retain sufficient liquidity to continue to operate their businesses going forward. In the course of these negotiations, CEI, the Castex Debtors, and the Prepetition Lenders exchanged numerous restructuring proposals contemplating in-court transactions. The Castex Debtors ultimately determined that the transactions reflected in the Restructuring Support Agreement and Term Sheet were the best way to maximize value as part of the Castex Debtors' overall restructuring efforts. Accordingly, on Oct. 16, 2017, the Castex Debtors obtained all required approvals for the execution of the RSA and the filing of their respective chapter 11 petitions and proceeded to execute the RSA and commence the Chapter 11 Cases. Terms of RSA After nearly two years of attempts to deal with the problematic pricing environment and resultant challenged capital structure, and after the sale process that yielded no solution, the Debtors, certain of the prepetition lenders holding approximately 86% in principal amount of claims under the Prepetition Credit Agreement, CELL I and CEI agreed to the consensual restructuring transaction set forth in the Restructuring Support Agreement dated as of October 16, 2017 (the "RSA") that incorporates a term sheet outlining the key provisions of a plan of reorganization for the Castex Debtors. Key components of the Plan include: (i) conversion of a substantial portion of the Prepetition Lenders' debt to equity through the agreed upon Transaction Structure, (ii) an agreement among the Debtors, the Prepetition Lenders, and CEI concerning the Shared Services Agreement and assumption of an amended version thereof, (iii) payment of undisputed vendor claims, (iv) assumption of JOAs, oil and gas leases (to the extent assumable) and various contracts, and (v) modification of the exit capital structure to allow for (a) repayment of exit facility debt and (b) maintenance of development potential with respect to the assets of the reorganized companies. Milestones provided in the RSA include: (a) The Castex Parties shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court on or before October 16, 2017; (b) on or before the date that is 5 calendar days from the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; (c) on or before the date that is 20 calendar days from the Petition Date, the Castex Parties shall file with the Bankruptcy Court the Plan, the Disclosure Statement, and the Solicitation Procedures Motion; (d) on or before the date that is 30 calendar days from entry of the Interim DIP Order, the Bankruptcy Court shall have entered the Final DIP Order; (e) on or before the date that is 65 calendar days from the Petition Date, the Bankruptcy Court will have entered the Solicitation Procedures Order; (f) on or before the date that is 145 calendar days from the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; and (g) on or before the date that is 10 calendar days from entry of the Confirmation Order by the Bankruptcy Court, the effective date of the Plan shall have occurred and the Castex Parties will have consummated the Restructuring Transactions contemplated by the Plan. About Castex Energy Castex Energy Partners, L.P., is engaged in the exploration, development, production and acquisition of oil and natural gas properties located along the southern coasts of Louisiana and Texas and onshore Louisiana. CEP is a non-operating working interest owner in approximately 375 onshore oil and gas leases located in the State of Louisiana. There are approximately 300 wells on the Onshore Leases. CEP also holds a seismic license and proprietary interests in certain seismic data, through a subsidiary, CTS-Castex, LLC, and is owner of fee land interests in Lafourche Parish, Louisiana, through a subsidiary, Castex Lafourche, LP. Castex Energy Partners, L.P., along with affiliates Castex Offshore, Inc., Castex Energy 2005, L.P., Castex Energy II, LLC, Castex Energy IV, LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after reaching terms with lenders of a restructuring plan that would convert debt into equity. CEP estimated assets and debt of $100 million to $500 million. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings LLP, as special counse; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC, as noticing and claims agent. CHECKMATE KING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Checkmate King Co., Ltd. 19435 E. Walnut Drive South City of Industry, CA 91748 Business Description: Founded in 1988, Checkmate King Co., Ltd. is a privately held company in the family clothing stores business. Case No.: 17-22648 Chapter 11 Petition Date: October 16, 2017 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Neil W. Bason Debtor's Counsel: Robert M Aronson, Esq. LAW OFFICE OF ROBERT M ARONSON 444 S Flower St Ste 1700 Los Angeles, CA 90071 Tel: 213-232-1116 Fax: 213-232-1195 E-mail: robert@aronsonlawgroup.com Total Assets: $4.83 million Total Liabilities: $6.14 million The petition was signed by Yuichiro Sakurai, president. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/cacb17-22648.pdf CLARKE PROJECT: May Use Cash Collateral Through Jan. 31, 2018 ------------------------------------------------------------- The Hon. Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California has authorized Clarke Project Solutions, Inc., to use cash collateral through Jan. 31, 2018. The parties will come back at or before Jan. 31, 2018, with an additional stipulation or new motion regarding the continued use of cash collateral. As reported by the Troubled Company Reporter on Sept. 18, 2017, the Debtor asked the Court to approve its first stipulation with Cumming Construction Management, Inc., doing business as Cumming Corporation, for use of cash collateral from Oct. 1, 2107, through Jan. 31, 2018, to continue operating the Debtor's business. The Debtor will grant a replacement lien to Cumming as adequate protection. The Debtor is authorized to continue to deposit in a segregated debtor-in-possession bank account $10,000 per month each month. The Debtor commenced making deposits in March 2017, and the deposits will be included in the cash collateral that is subject to the replacement lien in favor of Cumming. No payments are to be made to Cumming until its claims are allowed by the Court and the Court enters an order authorizing distribution of the funds. A copy of the court order is available at: http://bankrupt.com/misc/cacb17-10402-154.pdf About Clarke Project Solutions Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10402) on Feb. 2, 2017. Chris Clarke, the president, signed the petition. The Debtor estimated assets at $1 million to $10 million and liabilities at $500,000 to $1 million at the time of the filing. The case is assigned to Judge Theodor Albert. The Debtor's bankruptcy counsel is Pamela Jan Zylstra, Esq. The Debtor has hired Dale K. Quinlain, Esq., at Quinlan Law Corporation, as special litigation counsel. The Debtor has also hired George Shewchuk of Raimond Pettit Group as accountant. CONSOL MINING: Moody's Assigns B1 CFR; Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned new ratings to CONSOL Mining Corporation, including a corporate family rating (CFR) of B1, a probability of default rating B1-PD, a Ba3 rating on the first lien credit facility, a B3 rating on the second lien secured notes, and SGL-2 speculative grade liquidity rating. The outlook is stable. CONSOL Mining Corporation is a spun off coal business from CONSOL Energy Inc. (B1 stable). The $850 million proposed debt offering will be used to repay approximately $192 million outstanding on the CNXC existing revolver, to make an approximately $470 million distribution to CONSOL Energy Inc. (the Parent), and to retain cash of about $188 million for general corporate purposes of the Company. Assignments: Issuer: CONSOL Mining Corporation -- Corporate Family Rating, Assigned B1 -- Probability of Default Rating, Assigned B1-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Senior Secured Revolving Credit Facility ($300 million), Assigned Ba3 (LGD3) -- Senior Secured First Lien Term Loan A ($100 million), Assigned Ba3 (LGD3) -- Senior Secured First Lien Term Loan B ($400 million), Assigned Ba3 (LGD3) -- Senior Secured Regular Bond/Debenture ($350 million), Assigned B3 (LGD5) Outlook Actions: Issuer: CONSOL Mining Corporation -- Outlook, Assigned Stable RATINGS RATIONALE The ratings reflect the low cost position of CONSOL Mining's mines, good liquidity and solid contracted position with a stable customer base. The ratings further reflect Moody's expectation of improved performance in 2017 relative to 2016, on the back of improved realizations, improved productivity, and resolution of one-time events such as the Harvey mine idling and pension settlement cost in 2016. The ratings acknowledge Moody's expectation that Debt/ EBITDA, as adjusted, would be maintained at around 3.0x. That said, the ratings reflect the risks stemming from the ongoing secular decline of the US thermal coal industry, Moody's expectation of significant natural gas capacity coming online in the next three years, and the inherently volatile metallurgical coal markets. Although Moody's acknowledge the company's efforts in managing down its environmental and legacy obligations, the ratings are constrained by the general risks inherent in mining, including generally higher risks stemming from environmental and social issues facing the coal mining industry. The ratings further reflect Moody's expectation of a slightly higher leverage relative to peers in a similar rating category (e.g., Arch Coal, Inc. and Peabody Energy Corporation, both B1 stable), as well as operational concentration in one coal basin (Northern Appalachia or NAPP). That said, the ratings are supported by Moody's generally favorable view on the company's coal relative to other coal basins, which includes its high BTU and low sulfur content, first quartile cost position in NAPP, access to favorable port logistics, and the flexibility to sell it into domestic and international thermal and high-vol metallurgical coal markets. The ratings also benefit from the well diversified customer base, with roughly 80% of coal being sold to domestic utilities, with a focus on the larger, environmentally controlled coal plants in Eastern United States. Moody's further acknowledge the substantial capital investments made to enhance the productivity of this longwall mining complex over the past several years, manageable capital requirements over the next 2-3 years of $120 - $140 million per year, with the flexibility to scale down to $75 million per year during challenging market conditions. The ratings reflect Moody's expectation of legacy liability servicing costs of $70- $80 million per year. The ratings reflect Moody's expectation of good liquidity, including roughly $190 million in cash on hand at transaction close, an undrawn $300 million revolver, and positive free cash flows over the next twelve months. The stable outlook reflects the company's solid contracted position, Moody's stable outlook on the US coal industry, and Moody's expectation of positive free cash flows. The Ba3 and B3 ratings on first and second lien debt reflect their relative position in the capital structure with respect to claim on collateral, as well as Moody's expectation that recovery on secured debt in the event of the bankruptcy could be negatively impacted by legacy liabilities and environmental obligations. The ratings could be upgraded if the rate of secular decline in the US thermal coal industry were to slow or reverse, and if metallurgical coal markets were to show more stability and predictability. The ratings could also be upgraded in the event of material growth in scale and diversity. The ratings could be downgraded if Debt/EBITDA, as adjusted, were to increase above 5x, if free cash flows were to turn negative, or if liquidity were to deteriorate. The principal methodology used in these ratings was Global Mining Industry published in August 2014. CONSOL Mining Corporation is a spin-off coal business from CONSOL Energy Inc. The company has 90% economic ownership and operational control of the Pennsylvania Mining Complex (PAMC, consisting of three underground mines - Bailey, Enlow Fork, and Harvey - and related infrastructure), 100% ownership of the CNX Marine Terminal, and 100% ownership of approximately 1.6 billion tons of undeveloped reserves. CONSOL MINING: S&P Assigns 'B' Corp Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Canonsburg, Pa.-based CONSOL Mining Corp. The outlook is stable. S&P said, "We also assigned our 'B+' issue-level rating to the company's first-lien debt. The recovery rating on the debt is '2', reflecting our expectation of substantial (70%-90%; rounded estimate: 70%) recovery in the event of default. "At the same time, we assigned our 'CCC+' issue-level rating to the company's second-lien notes. The recovery rating on the debt is '6', reflecting our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of default." U.S.-based coal producer CONSOL Mining Corp. (CMC) is planning to obtain a $300 million first-lien revolving credit facility due 2021, a $100 million first-lien term loan A facility due 2021 and a $400 million first-lien term loan B facility due 2022, and is issuing $350 million in second-lien notes due 2025. CMC constitutes the coal business of Consol Energy Inc. (Consol Energy) and is expected to be spun-off as a separate entity in mid-November. The company will use proceeds from the new debt to recapitalize CMC and finance approximately a $470 million dividend to Consol Energy. S&P said, "CMC's business risks reflect expectations of profitability that would be among the very highest among its peers; we are forecasting EBITDA margins exceeding 35%. In addition to the company's low-cost longwall mining operations, CMC's reserve profile in the Northern Appalachian basin provides the highest quality coal, the average energy content approaches 13,000 Btu per pound, along with access to key logistics infrastructure. Finally, we incorporate the company's contracted nature of sales, with 80% of 2018 production priced and committed, and a union-free work force. These strengths are weighed primarily against the limited growth prospects in the coal industry as it faces ongoing competitive pressure from low-priced natural gas and other substitutes. We also consider the inherent challenges of coal mining: operating in a cyclical industry with limited long-term growth prospects, price volatility, weather-related disruptions, capital-intensive operations, labor-related challenges, and increasingly stringent environmental and safety regulations. In CMC's case, these risks are exacerbated by operations concentrated in one complex, in a basin with deeper reserves, which can be more costly and complicated to mine. We also incorporate the risks that high utilization rates can create on operations. "The stable outlook is based on our assumption that while metallurgical coal prices are above sustainable levels, they will remain above $120/ton, and domestic demand will support flat levels of production over the next year. Based on the new capital structure and mandatory amortization requirements, we also expect CMC will maintain adjusted debt leverage at the top of the 3x–4x range in this time period. "We could raise the rating if CMC, as a stand-alone company, demonstrated a track record of operations in line with peers we consider to have the best competitive positions in the sector. To a great extent, this would include the company's ability to meet its EBITDA margins expectations, set above 35% while leverage remains below 4x. "We could lower the rating if we expected adjusted debt leverage to exceed 5x. This would be associated with adjusted EBITDA below $380 million for 2018, particularly if amortizations and prepayments fall short of the roughly $85 million we are projecting for the year. We could also lower the rating, if the cushion under the minimum fixed charge coverage ratio fell below 15%." CRANBERRY GROWERS: To Pay Unsecured Creditors from Recovery Pool ---------------------------------------------------------------- Cranberry Growers Cooperative d/b/a CranGrow filed with the U.S. Bankruptcy Court for the Western District of Wisconsin a disclosure statement in support of its plan of reorganization, dated Oct. 10, 2017. Under the Plan, distributions to holders of General Unsecured Claims and Patron Member Claims will be paid from the General Unsecured Recovery Pool, which will be funded by Reorganized CranGrow, specifically through the proceeds of the Reorganized CranGrow Indebtedness in the amount of $200,000, and the allocation of any remaining proceeds from the sale of the 2015 and 2016 crop in the possession of the Debtor or Reorganized CranGrow, net of operational expenses and all amounts to be paid to service the Pre-Petition Indebtedness under the CoBank Revolving Note in accordance with the terms of the Plan. The Plan provides for CranGrow to continue to operate but with new business partners and a new financial and membership structure, while incorporating certain features which will ensure the Plan is feasible, will enable Reorganized CranGrow to operate post-confirmation and will maximize the likelihood of continued success and growth. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wiwb1-17-13318-68.pdf About Cranberry Growers Cranberry Growers Cooperative (CranGrow) -- https://www.crangrow.com/ -- is a group of cranberry growers based in Warrens, Wisconsin, USA. CranGrow currently has 40 grower members, and it is these members that own the co-op. The co-op's growers range in size from small to very large cranberry marshes, most of which have been family owned and operated for generations. Some have been in operation for over 100 years. CranGrow produces sliced sweetened dried cranberries, whole sweetened dried cranberries, single strength juice (not from concentrate), 50 and 65 brix concentrate, and cranberry seed pomace. Unlike many cranberry processors, CranGrow actually grows the fruit and process it themselves. Cranberry Growers Cooperative filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 17-13318) on Sept. 25, 2017. The petition was signed by James Reed, chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor's counsel is Justin M. Mertz, Esq., at Michael Best & Friedrich LLP. The Debtor's financial and restructuring advisor is Sierra Constellation Partners LLC; and the firm's Winston Mar serves as the Debtor's chief restructuring officer. The Office of the U.S. Trustee on Oct. 11 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Cranberry Growers Cooperative. The committee members are North Star Container, LLC, Tournant Inc., and Brickl Bros., Inc. EAST 214TH STREET: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: East 214th Street Corp. 2526 Wallace Avenue, Suite 200 Bronx, NY 10467 Business Description: Founded in 2009, East 214th Street Corp. was formed to, among other things, acquire, develop, operate or dispose of real and personal properties. Chapter 11 Petition Date: October 16, 2017 Case No.: 17-12881 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Shelley C. Chapman Debtor's Counsel: David J Broderick, Esq. DAVID J. BRODERICK, P.C. 70-20 Austin Street, Suite 111 Forest Hills, NY 11375 Tel: 718-395-3900 Fax: 718-732-2102 E-mail: brodericklegal@gmail.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Avi Vidas, officer. The Debtor did not file a list of 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-12881.pdf ESPLANADE HL: Sale of 9501's Orland Park Property for $3.6M Okayed ------------------------------------------------------------------ Judge LasShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois authorized the private sale by Esplanade HL, LLC and its affiliates of 9501 W. 144th Place, LLC's commercial real property located at 9501 W. 144th Place in Orland Park, Illinois to Sierra Sphere, LLC or its designee or assignee for $3,550,000. The sale is free and clear of all liens, claims, liabilities, and encumbrances, with any and all liens, claims, liabilities, and encumbrances to attach to the net proceeds of the sale. The net proceeds of the Sale Transaction will he deposited into 9501's DIP account, and no such proceeds may be disbursed unless pursuant to a plan of reorganization or by other further Order of the Court or consented to by the Bank and the United States Trustee. The Assumption and Assignment Procedures for the assumption and assignment of the Lease are authorized and approved. 9501 is authorized to assume and assign the Leases to the Purchaser in accordance with the Purchase Agreement and the Order free and clear of all interests. To the extent applicable, the payment (or escrow) of the applicable Cure Amounts by the Purchaser will (i) effect a cure of all defaults existing thereunder as of the Closing; (ii) compensate for any actual pecuniary loss to such counterparty resulting from such default; and (iii) together with the assumption of the Leases by 9501 and the assignment of the Leases to the Purchaser, constitute adequate assurance of future performance thereof. For purposes of the Order, the Cure Amounts will mean the applicable Cure Amounts set forth on Exhibit, or such other Cure Amounts as agreed by 9501. To further facilitate the assumption and assignment of the Leases, the contract counterparty will be required to sign the Tenant Estoppel Certificate no later than five days prior to the Closing. A&G, pursuant to that certain Real Estate Services Agreement dated Dec. 2, 2016, as approved by the Court in its order granting the Debtor's Application to Employ A&G Realty Partners, LLC, will be paid at Closing in connection with and pursuant to the Purchase Agreement. The Purchaser's Broker, Keller Williams, will be paid at closing, in the amount of $50,000, in connection with and pursuant to the Purchase Agreement and the Second Amendment. No other broker will be entitled to a fee with respect to the Sale. Notwithstanding Rules 6004(h) and 6006(d), the Order will be effective immediately upon entry and 9501 is authorized to close the transactions contemplated by the Purchase Agreement immediately upon entry of the Order, subject to the terms of the Purchase Agreement. A copy of the Exhibit 4, Assumption and Assignment Procedures , and the APA attached the Order is available for free at: http://bankrupt.com/misc/Esplanade_HL_260_Order.pdf About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC, each filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct. 17, 2016. The cases are jointly administered under Case No. 16-33008. The petitions were signed by William Vander Velde III, sole member and manager. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. Judge Carol A. Doyle is the case judge. The Debtors' attorneys are Harold D. Israel, Esq., and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. A&G Realty Partners, LLC, was engaged as the Debtors' real estate advisors. EUGEN DIETL: Court Junks Creditor's Bid for Emergency Hearing ------------------------------------------------------------- Judge Robert Kwan of the U.S. Bankruptcy Court for the Central District of California issued an order denying Creditor Law Office of Marilyn M. Smith's request for an emergency hearing, or a hearing on shortened notice on its motion to convert to a Chapter 7 or appoint a Chapter 11 Trustee in the case of Debtor Eugen Valentin Dietl. Based on the circumstances described in the Motion, an emergency hearing is not warranted under Local Bankruptcy Rule 9075-1(a), Judge Kwant rules. The judge says the motion is based solely on speculation of Creditor's counsel that Debtor would seek dismissal of the case without providing for payment of creditors based on Debtor's counsel's pending motion to withdraw. There is also no objective evidence to support counsel's assertion that Debtor has dissipated, or will dissipate, funds in the debtor-in-possession bank account, which is property of the bankruptcy estate subject to the court's supervision, in violation of the Bankruptcy Code. Any dismissal of the case would require an order of this court, which would require review and an opportunity for all parties entitled to notice, including Creditor, for notice and hearing pursuant to Section 1112 of the Bankruptcy Code, 11 U.S.C. A full-text copy of Judge Kwan's Order dated Oct. 11, 2017, is available at https://is.gd/A6fmlo from Leagle.com. The bankruptcy case is in re: EUGEN VALENTIN DIETL, Chapter 11, Debtor, Case No. 2:17-bk-15007-RK (Bankr. C.D. Cal.). Eugen Valentin Dietl, Debtor, represented by Roksana D. Moradi, SIMON RESNIK HAYES LLP & Matthew D. Resnik, Simon Resnik Hayes LLP. United States Trustee (LA), U.S. Trustee, represented by Kenneth G. Lau -- kenneth.g.lau@usdoj.gov -- Office of the United States Trustee. About Eugen Valentin Dietl Eugen Valentin Dietl owns and operates a business called Weld Lab which provides welding services. He also generates income from his Aerospace Corp. pension and Social Security. Eugen Valentin Dietl sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-15007) on April 24, 2017. The Debtor tapped Matthew D Resnik, Esq., at Simon Resnik Hayes LLP as counsel. Luis Garcia and Keller Williams of Keller Williams | Santa Monica were appointed as Real Estate Broker on July 5, 2017. FAMILY WORKS: Taps Domain Realty as Real Estate Broker ------------------------------------------------------ Family Works, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Thomas Posey of Domain Realty, Inc. as real estate broker in this Chapter 11 case. The Debtor is a mental health clinic that maintains its principal place of business at 3562 Habersham at Northlake Building J Tucker, GA 30084. In order to effectuate a full recovery for all its creditors, the Debtor would like to market and sell the Real Property through Domain Realty. Thomas Posey, owner Domain Realty, Inc., will charge a commission of 4% to 6% on the gross sale of the Real Property. Thomas Posey attests that neither he nor the Firm have or represent any interest adverse to the Debtor or the Debtor's estate. The Firm has no connections with the Debtor, the Debtor's creditors, or any other party in interest or their respective attorneys or accountants. The Firm is not a creditor of the Debtor. The Broker can be reached through: Thomas Posey DOMAIN REALTY, INC. 5755 North Point Parkway, Suite 58 Alpharetta, GA 30022 Phone: (770) 364-4995 Fax: (770) 364-4995 About Family Works Inc. Based in Tucker, Georgia, Family Works, Inc. is a mental and behavioral health clinic with approximately 45 to 50 active patients. Its primary source of revenue is Medicaid reimbursement. The Company, which is owned by James Abel, was forced to file for Chapter 11 protection after First Citizens Bank refused to extend the maturity date of its loan secured by the real property located at 3562 Habersham at Northlake, Building J, Tucker, Georgia. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-57752) on May 2, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The case is assigned to Judge C. Ray Mullins. The Law Office of Will B. Geer, LLC represents the Debtor as bankruptcy counsel. FANNIE MAE & FREDDIE MAC: Perry Capital Seeks High Court Review --------------------------------------------------------------- After years of Fannie Mae and Freddie Mac shareholders being shooed away by trial courts and circuit courts of appeal, Perry Capital, LLC, asked the U.S. Supreme Court this week to review this legal question: Whether 12 U.S.C. sec. 4617(f), which prohibits courts from issuing injunctions that "restrain or affect the exercise of powers or functions of" the Federal Housing Finance Agency ("FHFA") "as a conservator," bars judicial review of an action by FHFA and the Department of Treasury to seize for Treasury the net worth of Fannie Mae and Freddie Mac in perpetuity. Perry tells the nine justices the answer is no. Joined by fellow GSE shareholder Arrowood, Perry goes on to conclude: "The D.C. Circuit's decision dangerously misconstrues FHFA's conservatorship powers. FHFA's conservatorship provisions are neither new nor alien -- Congress took them verbatim from FIRREA, importing the FDIC's decades of sound experience in resolving troubled financial institutions, and the centuries of common-law conservatorships on which the FDIC relied. Nothing in the text or purpose of HERA, decades of FDIC practice, or centuries of common law even remotely condones the Net Worth Sweep's massive expropriation -- a confiscation that leaves the Companies functionally insolvent, saddled with Treasury's $189 billion liquidation claim, and with no ability to escape a vampiric relationship with the government. Yet the decision below permits any governmental conservator -- including the FDIC -- to confiscate funds under its supervision without judicial review simply because the conservator did so in the course of operating the ward. That's not a conservatorship; that's embezzlement." Perry and Arrowood urge the Court to grant its petition and review the D.C. Circuit's decision. Perry Capital is represented by Theodore B. Olson, Douglas R. Cox, Matthew D. McGill and Christopher B. Leach at Gibson, Dunn & Crutcher LLP in Washington, D.C., and Arrowood is represented by Michael H. Barr and Richard M. Zuckerman at Dentons US LLP in New York. About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for future support and capital investments of up to $100 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. FB COVENTRY: Wants To Use Cash Collateral Through Oct. 25 --------------------------------------------------------- FB Coventry, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Rhode Island to use cash collateral of NextWave Enterprises, LLC, Rewards Network Establishment Services, Inc., Vend Lease Company, and Sysco Boston, LLC, for an additional 16 days, from Oct. 9, 2017, through Oct. 25, 2017, and to provide adequate protection to RN for the Debtor's use of cash collateral and grant replacement liens to RN. The Court entered a final order on June 7, 2017, authorizing use of RN's cash collateral. In addition, the Court entered an order on July 10, 2017, authorizing the continued use of the RN's cash collateral. The court order authorized the Debtor's use of cash collateral through Aug. 26, 2017, with certain bi-weekly adequate protection payments to RN. After hearing held on Sept. 6, 2017, the Court entered an order on Sept. 8, 2017, authorizing the continued use of the RN's cash collateral. The court order authorized the Debtor's use of cash collateral through Oct. 8, 2017, with certain bi-weekly adequate protection payments to RN. Without continued use of cash collateral after Oct. 8, 2017, the Debtor will be unable to fund continued operations and will have to close. FB Coventry, LLC desires to continue to operate and continue its negotiation to propose a plan. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/rib17-10650-177.pdf As reported by the Troubled Company Reporter on Sept. 6, 2017, the Court previously denied without prejudice the Debtor's motion for permission to use cash collateral as the Debtor failed to attach a budget for the period for which the continued use of cash collateral is sought. About FB Coventry FB Coventry, LLC d/b/a Fat Belly's, filed a Chapter 11 bankruptcy petition (Bankr. D.R.I. Case No. 17-10650) on April 24, 2017. The petition was signed by Scott Parker, manager. At the time of filing, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. Peter M. Iascone, Esq., at Peter Iascone & Associates, serves as bankruptcy counsel to the Debtor. Irving Shechtman & Company, Inc., has been tapped as appraisers. FB MALL: Wants to Use Cash Collateral Through Oct. 25 ----------------------------------------------------- FB Mall, LLC, asks for permission from the U.S. Bankruptcy Court for the District of Rhode Island to use cash collateral of NextWave Enterprises, LLC, Rewards Network Establishment Services, Inc., Vend Lease Company, and Sysco Boston, LLC, for an additional 16 days, from Oct. 9, 2017, through Oct. 25, 2017, and to provide adequate protection to RN for the Debtor's use of cash collateral and grant replacement liens to RN. The Debtor says that without continued use of cash collateral after Oct. 8, 2017, the Debtor will be unable to fund continued operations and will have to close. The Debtor desires to continue to operate and continue its negotiation to propose a plan. A copy of the Order is available at: http://bankrupt.com/misc/rib17-10601-190.pdf As reported by the Troubled Company Reporter on Sept. 6, 2017, the Court previously denied the Debtor's motion for permission to use cash collateral for an additional 60 days, from Aug. 27, 2017, through Oct. 27, 2017. The Debtor failed to attach a budget for the period for which continued use of cash collateral was sought. About FB Mall Headquartered at Warwick, Rhode Island, FB Mall, LLC, filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D.R.I. Case No. 17-10601) on April 14, 2017. The petition was signed by Scott Parker, manager. At the time of filing, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. The Debtor's bankruptcy attorney is Peter M. Iascone, Esq., at Peter Iascone & Associates. Irving Shechtman & Company has been tapped by the Debtor as appraisers. FEDERATION EMPLOYMENT: Files Chapter 11 Plan of Liquidation ----------------------------------------------------------- Federation Employment and Guidance Service, Inc., doing business as FEGS, filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement describing its plan of liquidation, dated Oct. 6, 2017. The Plan provides a means by which the remaining portion of the Debtor's real estate portfolio and other remaining assets will be liquidated. The Plan further provides that the proceeds of such liquidation, together with the proceeds of the prior sales of the Debtor's Assets, will be distributed under Chapter 11 of the Bankruptcy Code, and sets forth the treatment of all Claims against the Debtor. The Debtor successfully transitioned its Programs and clients to other not for profit Providers early in the Case and has consummated the sale of a portion of its Assets pursuant to orders of the United States Bankruptcy Court for the Eastern District of New York. The Plan proposes the private sale of substantially all of the remaining real estate assets -- comprised largely of group homes, cooperative apartments and community residence facilities which continue to house many of the clients that received treatment and care from FEGS -- to the Providers that took over the FEGS' programs and continue to provide services to FEGS' former residential clients. The private sale not only will realize substantial value for creditors but will serve to continue the charitable mission of FEGS and ensure the continued residence and care of that fragile client population. The Plan also provides for the private sale of the Debtor's membership and sponsorship interests in four housing corporations whose properties house physically and developmentally disabled clients. That transaction too will not only realize significant value but leave undisturbed existing residents. Finally, the Plan provides a framework to liquidate any remaining Assets, pursue any causes of action belonging to the Debtor and its Estate and to ultimately distribute Net Proceeds to holders of Allowed Claims. Class 4 under the liquidation plan consists of the allowed unsecured claims, which arose prior to the Petition Date, including, without limitation, the New York State Office of Mental Health Claims, the Office for People With Developmental Disabilities Claims and the DOL Unsecured Claims. The holders of Allowed Unsecured Claims will from time to time receive Pro Rata distributions of Cash from the Net Proceeds. Notwithstanding the preceding, to the extent the Settlement Agreement is approved by the Bankruptcy Court through entry of the Confirmation Order, the OMH Claim, the OPWDD Claim and the DOL Unsecured Claim will be treated in accordance with the terms of the Settlement Agreement; provided, however, such claims will be entitled to vote in the amounts asserted therein or as otherwise agreed between the holders of such Claim and the Debtor. Projected recovery for this class is 15% to 40%. The Debtor will seek, in connection with the entry of the Confirmation Order, authorization of a private sale of the Program Properties to the Providers in accordance with the terms of the Purchase Agreement free and clear of all Liens, Claims, interests or encumbrances except as otherwise set forth in the Purchase Agreement. Upon Confirmation, the Debtor and/or the Plan Administrator, as applicable, will be authorized to take any and all actions necessary to consummate the Program Properties Sale. A hearing is currently scheduled before the Honorable Robert E. Grossman, U.S. Bankruptcy Judge, at the U.S. Bankruptcy Court for the Eastern District of New York, Alfonse M. D'Amato Federal Courthouse, Courtroom 860, Central Islip, New York 11722, on Nov. 7, 2017 at 10:00 a.m. to consider, among other things, approval of the Disclosure Statement and the Scheduling and Procedures Motion. Responses and objections, if any, to the approval of the Disclosure Statement or the Scheduling and Procedures Motion must be made in writing and be served upon so as to be received no later than Nov. 3, 2017, at 4:00 p.m. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb8-15-71074-950.pdf About FEGS Established in 1934 amidst the Great Depression, Federation Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit provider of various health and social services to more than 120,000 individuals annually in the areas of behavioral health, disabilities, housing, home care, employment/workforce, education, youth and family services. At its peak, FEGs' network of programs operated over 350 locations throughout metropolitan New York and Long Island and employed 2,217 highly skilled professionals. FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-71074) in Central Islip, New York on March 18, 2015. The Debtor disclosed $86,697,814 in assets and $45,572,524 in liabilities as of the Chapter 11 filing. The Debtor filed applications to hire Garfunkel, Wild, P.C., as general bankruptcy counsel; Togut, Segal & Segal, LLP, as co-counsel; JL Consulting LLC as Restructuring Advisor, as restructuring advisor; Crowe Horwath, LLP as accountants; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. On March 31, 2015, the U.S. Trustee appointed the Creditors' Committee. The U.S. Trustee for Region 2 appointed three members to the Official Committee of Unsecured Creditors. The Committee tapped Pachulski Stang Ziehl & Jones LLP as its counsel. FEGS, in July 2017, sold substantially all of its remaining residential estate portfolio to the State of New York, New York State Office of Mental Health ("OMH"), and the New York State Office for People With Developmental Disabilities ("OPWDD") for $25,213,667. GREEN FOREST: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on Oct. 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Green Forest Gallery, LLC. About Green Forest Gallery LLC Green Forest Gallery, LLC operates an auction house at 701 Yunker Street, McKees Rocks, PA 15136, known as Green Forest Gallery. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-22664) on June 29, 2017. Kaykavoos Harbi, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Jeffery A. Deller presides over the case. Thompson Law Group, P.C. represents the Debtor as bankruptcy counsel. GRIZZLY CATTLE: Unsecureds to Recoup 100% Under Kloiber Plan ------------------------------------------------------------ Creditors Kloiber Holdings, LLC, and Kloiber Real Estate Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement in support of a plan of reorganization for Grizzly Cattle, LLC, dated Oct. 6, 2017. Holders of Allowed Claims will receive a distribution of 100% in the amount of their Allowed Claims under the Plan. The Plan incorporates the terms of the Settlement Agreement, which resulted in the release and/or withdrawal of certain enumerated Unsecured Claims against Grizzly Cattle. The Plan is consensual, and the most substantial Unsecured Claim against Grizzly Cattle held by Rabo will be repaid in full through the Rabo Exit Facility. The Plan will allow Grizzly Land to emerge from chapter 11 as a successfully reorganized company with ongoing operations. David Kloiber will be the successor management and representative of the Reorganized and will have all of the rights, powers, and standing of a debtor in possession and such other rights, powers and duties incident to causing performance of the Reorganized Debtor's obligations under the Plan as may be necessary. Each Holder of an Allowed Class 3 Unsecured Claim will receive in full satisfaction cash equal to the unpaid portion of such Allowed Unsecured Claim or such other treatment as to which the Reorganized Debtor and such Holder shall have agreed upon in writing. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob-16-12675-158.pdf About Grizzly Cattle Grizzly Cattle, LLC, based in Johnstown, Colo., sought Chapter 11 protections (Bankr. D. Colo. Case No. 16-12675) on Mar. 24, 2016, and is represented by Robert Padjen, Esq., at Laufer and Padjan LLC. At the time of the filing, the Debtor estimated assets and debts of less than $10 million. The Debtor's chapter 11 petition was signed by Kirk A. Shiner, managing member. GRIZZLY LAND: Kloiber Plan Proposes to Pay Unsecureds in Full ------------------------------------------------------------- Creditors Kloiber Holdings, LLC and Kloiber Real Estate Holdings, LLC filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement in support of a plan of reorganization for Grizzly Land, LLC, dated Oct. 6, 2017. Holders of Allowed Claims will receive a distribution of 100% in the amount of their Allowed Claims under the Plan. The Plan incorporates the terms of the Settlement Agreement, which resulted in the release and/or withdrawal of certain enumerated Unsecured Claims against Grizzly Land. The Plan is consensual, and the most substantial Secured Claim against Grizzly Land held by Rabo will be repaid in full through the Rabo Exit Facility. The Plan will allow Grizzly Land to emerge from chapter 11 as a successfully reorganized company with ongoing operations. David Kloiber will be the successor management and representative of the Reorganized Debtor and will have all of the rights, powers, and standing of a debtor in possession and such other rights, powers and duties incident to causing performance of the Reorganized Debtor's obligations under the Plan as may be necessary. Each Holder of an Allowed Class 4 Unsecured Claim will receive cash equal to the unpaid portion of such Allowed Unsecured Claim or such other treatment as to which the Reorganized Debtor and such Holder will have agreed upon in writing. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob16-11757-245.pdf About Grizzly Land Grizzly Land LLC sought Chapter 11 protection (Bankr. D. Col. Case No. 16-11757) in Denver on March 1, 2016. Judge Thomas B. McNamara was initially assigned to the case and has been reassigned to Judge Joseph G. Rosania Jr. The petition was signed by Kirk A. Shiner, DVM, manager. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor is represented by Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C. The Debtor hires Ryley Carlock & Applewhite PC as special counsel. 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 Grizzly Land LLC. The Court entered its Order Granting Motion for Appointment of Chapter 11 Trustee on May 25, 2016, and on June 2, 2016, the Court approved the appointment of Mr. Edward Cordes as Trustee for the Debtor's estate. The Chapter 11 trustee hired Moye White LLP as his legal counsel; Burns, Figa & Willas his special counsel; Cordes & Company as accountant; and Dennis & Company, P.C. as tax accountant. GST AUTOLEATHER: Hires Kirkland & Ellis as Bankruptcy Counsel ------------------------------------------------------------- GST AutoLeather, Inc. and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their attorneys. Services to be rendered by Kirkland & Ellis are: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. represent the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; g. advise the Debtors in connection with any potential sale of assets; h. appear before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advise the Debtors regarding tax matters; j. take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and k. perform all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. Kirkland's current hourly rates are: Partners $930-$1,745 Of Counsel $555-$1,745 Associates $555-$1,015 Paraprofessionals $215-$420 Ryan Blaine Bennett, partner of the law firm of Kirkland & Ellis LLP, assures this Court that Kirkland is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates and Kirkland has no connection to the Debtors, their creditors, or other parties in interest. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Ryan Blaine Bennett disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Kirkland represented the Debtors during the 12-month period before the Petition Date, using these hourly rates: Partners $930-$1,745, Of Counsel $555-$1,745, Associates $555-$1,015 & Paraprofessionals $215-$420; and -- the Debtors have approved the budget and staffing plan for the period from October 3, 2017 through December 31, 2017. The Counsel can be reached through: James H.M. Sprayregen, P.C. Ryan Blaine Bennett Alexandra Schwarzman Benjamin M. Rhode KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com ryan.bennett@kirkland.com alexandra.schwarzman@kirkland.com benjamin.rhode@kirkland.com About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Kirkland & Ellis LLP as general bankruptcy counsel; Lazard Middle Market, LLC, as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. GST AUTOLEATHER: Taps Epiq as Administrative Advisor ---------------------------------------------------- GST AutoLeather, Inc. and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Bankruptcy Solutions, LLC, as the Debtors' administrative advisor. Services to be rendered by Epiq are: a. draft crisis and restructuring communications plan and provide strategy, guidance and plan implementation support, including, but not limited to, employee, customer, media and vendor communications; b. assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, if necessary, as well as preparing any appropriate reports, as required in furtherance of confirmation of any chapter 11 plan; c. generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results for any chapter 11 plan(s) in these cases; d. provide a confidential data room; e. provide assistance with preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, if necessary; f. generate, provide and assist with claims objections, exhibits, claims reconciliation and related matters; g. manage any distributions pursuant to any confirmed chapter 11 plan in these chapter 11 cases; and h. provide such other claims processing, noticing, solicitation, balloting, and administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested by the Debtors from time to time. The firm's hourly rates are: Clerical/Administrative Support $25 - $45 IT/Programming $35 - $80 Case Managers $70 - $165 Consultants/ Directors/VPs $160 - $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No Charge Communication Consultant $395 Kate Mailloux, a senior director of Epiq, disclosed in a court filing that the firm and each of its employees are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kate Mailloux Epiq Bankruptcy Solutions, LLC 777 Third Avenue, 12th Floor, New York, NY 10017 Tel: (646) 282-2493 About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Kirkland & Ellis LLP as general bankruptcy counsel; Lazard Middle Market, LLC, as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. GST AUTOLEATHER: Taps Jonathan Hickman of Alvarez & Marsal as CRO ----------------------------------------------------------------- GST AutoLeather, Inc. and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Alvarez & Marsal North America, LLC to provide the Debtors a chief restructuring officer and certain additional personnel and designate Jonathan Hickman as chief restructuring officer for the Debtors. Services to be rendered by the engagement personnel are: (a) assist the Debtors' finance personnel and financial advisors in a financial review of GST AutoLeather's business, including but not limited to a review and assessment of financial information that has been, and that will be, provided by the Debtors to their creditors, including without limitation the Debtors' short and long-term projected cash flows and business plans; (b) assist in the management and analysis required for the Debtors' debtor-in-possession financing facility; (c) assist in the identification and execution of cost reduction and operational improvement opportunities; (d) assist with the oversight of the Company's global cash management and shall review each disbursement of a value of $5,000 or more requested by company personnel and have authority to approve or not approve such disbursements in a manner consistent with budgets and/or strategies approved by the Board of Directors; (e) assist in the discussions with and providing information to potential investors, secured lenders, official committees, the Office of the United States Trustee for the District of Delaware as deemed necessary and appropriate by the Debtors; (f) assist in managing the administrative requirements of the Bankruptcy Code, including post-petition reporting requirements and claim reconciliation efforts; (g) serve as the principal contact with the Debtors' key constituents/creditors with respect to financial and operational matters; and (h) perform other services in connection with the restructuring process as reasonably requested or directed by the GST AutoLeather's board of directors and other authorized GST AutoLeather's personnel, consistent with the role played by A&M in this matter and not duplicative of services being performed by other professionals in these proceedings. The current hourly billing rates for Additional Personnel are: Managing Directors $800-$975 Directors $625-$775 Analysts/Associates $375-$600 Jonathan Hickman, Managing Director with Alvarez & Marsal North America, LLC, attests that his firm does not have an interest materially adverse to the interests of the Debtors' estate, or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. The Firm can be reached through: Jonathan Hickman Alvarez & Marsal North America, LLC 112 South Tyron Street, Suite 540 Charlotte, NC 28284 Tel: +1 704 778 4700 Fax: +1 704 778 4699 Email: jhickman@alvarezandmarsal.com About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Kirkland & Ellis LLP as general bankruptcy counsel; Lazard Middle Market, LLC, as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. GST AUTOLEATHER: Taps Lazard as Investment Banker ------------------------------------------------- GST AutoLeather, Inc. and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Lazard Middle Market LLC and Lazard Freres & Co. LLC as investment banker for the Debtors. Services to be rendered by Lazard are: a. review and analyze the Company's business, operations and financial projections; b. assist the Company in identifying and evaluating candidates for any potential Sale Transaction, advising the Company in connection with negotiations and aid in the consummation of any Sale Transaction; c. evaluate the Company's potential debt capacity in light of its projected cash flows; d. assist in the determination of a capital structure for the Company; e. assist in the determination of a range of values for the Company on a going concern basis; f. advise the Company on tactics and strategies for negotiating with the Stakeholders; g. render financial advice to the Company and participating in meetings or negotiations with the Stakeholders and/or rating agencies or other appropriate parties in connection with any Restructuring; h. advise the Company on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to any Restructuring; i. advise and assist the Company in evaluating any potential Financing transaction by the Company, and, subject to Lazard's agreement so to act and, if requested by Lazard, to execution of appropriate agreements, on behalf of the Company, contacting potential sources of capital as the Company may designate and assisting the Company in implementing such Financing; j. assist the Company in preparing documentation within our area of expertise that is required in connection with any Restructuring; k. attend meetings of the Board of Directors of GST with respect to matters on which the bankers have been engaged to advise; l. provide testimony, as necessary, with respect to matters on which bankers have been engaged to advise in any proceeding before the Bankruptcy Court; and m. provide the Company with other financial restructuring advice. Terms of compensation in consideration for the Services to be rendered are: a. A Monthly Fee of $125,000, payable upon execution of the Engagement Letter and on the first day of each month thereafter until the earlier of completion of a Restructuring or the termination of Lazard's engagement. Fifty percent (50%) of Monthly Fees paid in respect of any months following the sixth month of this engagement shall be credited (without duplication) against any Restructuring Fee or Sale Transaction Fee thereafter payable. b. A Restructuring Fee equal to $2.0 million, payable upon the consummation of a Restructuring. c. If, whether in connection with the consummation of a Restructuring or otherwise, the Company consummates a Sale Transaction incorporating all or a majority of the assets or all or a majority or controlling interest in the equity securities of the Company, Lazard shall be paid a Sale Transaction Fee equal to the greater of (A) the Aggregate Consideration (as defined in the Engagement Letter) multiplied by 1.30% or (B) the Restructuring Fee. d. Minority Sale Transaction Fee. If, whether in connection with the consummation of a Restructuring or otherwise, the Company consummates any Sale Transaction not covered by clause (C) above, the Company shall pay Lazard a Minority Sale Transaction Fee to be mutually agreed upon in good faith by the Company and Lazard in light of the results achieved for the Company's stakeholders, the magnitude and complexity of the Minority Sale Transaction and the fees customarily paid to investment bankers of similar standing for similar transactions. One-half of any Minority Sale Transaction Fee paid shall be credited (without duplication) against any Restructuring Fee or Sale Transaction Fee subsequently payable. e. A Financing Fee, payable upon consummation of a Financing, equal to the total gross proceeds raised or committed in each Financing multiplied by the applicable fee percentage. One-half of any Financing Fee(s) paid shall be credited (without duplication) against any Restructuring Fee or Sale Transaction Fee subsequently payable. Jason A. Cohen, Managing Director of Lazard Middle Market LLC, attests that his firm is not a creditor, equity security holder or an insider of the Debtors, is not or was not, within two years before the Petition Date, a director, officer, or employee of any of the Debtors, and is "disinterested" as that term is defined by section 101(14) of the Bankruptcy Code. The Firm can be reached through: Jason A. Cohen Lazard Middle Market 600 Fifth Avenue New York NY 10020 Phone: +1 212 418 3228 Fax: +1 212 758 3833 Email: jason.cohen@lazard.com About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Kirkland & Ellis LLP as general bankruptcy counsel; Lazard Middle Market, LLC, as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. GST AUTOLEATHER: Taps Pachulski Stang Ziehl as Co-Counsel --------------------------------------------------------- GST AutoLeather, Inc. and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Pachulski Stang Ziehl & Jones LLP as co-counsel. Professional services that Pachulski will provide are: a. provide legal advice regarding Delaware local rules, practices, and procedures; b. review and comment on drafts of documents to ensures compliance with Delaware local rules, practices, and procedures; c. file documents as requested by Kirkland & Ellis LLP and coordinate with the Debtors' claims agent for service of documents; d. prepare agenda letters, certificates of no objection, certifications of counsel, and notices of fee applications and hearings; e. prepare hearing binders of documents and pleadings, printing of documents and pleadings for hearing; f. appear in Court and at any meeting of creditors on behalf of the Debtors in its capacity as Delaware counsel with Kirkland & Ellis LLP; g. monitor the docket for filings and coordinates with Kirkland & Ellis LLP on pending matters that need responses; h. prepare and maintain critical dates memorandum to monitor pending applications, motions, hearing dates and other matters and the deadlines associated with same; distributing critical dates memorandum with Kirkland & Ellis LLP for review and any necessary coordination for pending matters; i. handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these Cases, and to the extent required, coordinating with Kirkland & Ellis, LLP on any necessary responses; and j. provide additional administrative support to Kirkland & Ellis LLP. The current hourly rates of Pachulski professionals are: Partners $625 to $1,245 Of Counsel $575 to $995 Associates $450 to $595 Paraprofessionals $275 to $350 Laura Davis Jones, Esq., a partner in the law firm, attests that Pachulski does not hold or represent any interest adverse to the Debtor's estate, and is a disinterested person as that phrase is defined in Sec. 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Ms. Jones disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Pachulski has represented the client in the 12-month period prepetition. During such representation, the billing rates of the firm remained the same as the billing rates in this application; and -- Client has approved budget and staffing plan for approximately the first 13 weeks of the case. The Counsel can be reached through: Laura Davis Jones, Esq. Timothy P. Cairns, Esq. Joseph M. Mulvihill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com tcairns@pszjlaw.com jmulvihill@pszjlaw.com About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Kirkland & Ellis LLP as general bankruptcy counsel; Lazard Middle Market, LLC, as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. GST AUTOLEATHER: U.S. Trustee Forms 7-Member Committee ------------------------------------------------------ Andrew Vara, acting U.S. trustee for Region 3, on Oct. 13 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of GST AutoLeather, Inc. and its affiliates. The committee members are: (1) Triangle Capital Corporation Attn: Jerry Dombcik 3700 Glenwood Avenue, Suite 530 Raleigh, North Carolina 27612 Phone: 919-719-4770 Fax: 919-719-4785 (2) Americana De Cueros S De CV Attn: Ramirez Valadez Jr. Blvd Juan Jose Torres Landa 5118 Arroyo Hondo, Leon, Guanajuato-CP 37438 Phone: 52-47-7778-1206 (3) Curtiembre Arlei S.A. Attn: Viviana Leiser Bouchard 2840 – Lanus Buenos Aires, 1824, Argentina Phone: 54-11-4001-1102 (4) McAdoo & Allen, Inc. d/b/a Quaker Color Attn: Susan Barlow 201 S. Hellertown Avenue P.O Box 219 Quakertown, PA 18951 Phone: 215-536-3520, Ext. 307 Fax: 215-536-6464 (5) George H. Elliot Company Attn: Alexa Ryan 6502 Joliet Road, Suite C Countryside, IL 60525 Phone: 708-352-2122 Fax: 708-352-9620 (6) Ontario Die International SA de CV Attn: Cynthia McConnell 235 Gage Avenue, Kitchener Ontario Canada, N2M 2C9 Phone: 519-745-1002, Ext. 244 Fax: 519-745-0051 (7) Foreign Domestic Chemicals Corp. Attn: William Stetter 3 Post Road Oakland, NJ 07436 Phone: 201-651-9700, Ext. 5 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About GST AutoLeather Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Company has obtained a commitment for a $40 million debtor-in-possession facility from its existing senior lenders. This facility will allow GST to continue operations without interruption during the reorganization process, including payment of vendors and suppliers for all goods and services provided following commencement of the cases, while its management team and advisors focus on a sale of the Company. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Kirkland & Ellis LLP as general bankruptcy counsel; Lazard Middle Market, LLC, as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. HARBORSIDE ASSOCIATES: May Use Cash Collateral Through Nov. 30 -------------------------------------------------------------- The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut has entered a second interim order authorizing Harborside Associates, LLC, to use the cash collateral commencing Sept. 1, 2017, through Nov. 30, 2017. A hearing on the continued use of cash collateral is scheduled for Nov. 28, 2017, at 10:00 a.m. As reported by the Troubled Company Reporter on Sept. 4, 2017, the Court authorized the Debtor to use the cash collateral, including rental proceeds, which may be subject to the liens of Sioux, LLC and Bal Harbour LLC on an interim basis. In exchange for the preliminary use of cash collateral by the Debtor, the Secured Creditor is granted replacement and substitute liens as provided in the U.S. Bankruptcy Code Section 361(2) in post-petition cash collateral, and such replacement liens shall have the same validity, extent, and priority that the Secured Creditor possessed as to said liens on the Petition Date. A copy of the Order is available at: http://bankrupt.com/misc/ctb17-50749-63.pdf About Harborside Associates Harborside Associates, LLC, a single asset real estate as defined in 11 U.S.C. Section 101(51B), owns real property located at 946 Ferry Boulevard, Stratford, Connecticut. Harborside Associates previously sought bankruptcy protection (Bankr. D. Conn. Case No. 11-50738) on April 12, 2017. Harborside Associates filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-50749) on June 28, 2017. The petition was signed by Luciano Coletta, duly authorized member of Hermanos, LLC. The Debtor estimated $1 million to $10 million in assets and liabilities. Judge Julie A. Manning presides over the case. Douglas S. Skalka, Esq., at Neubert Pepe & Monteith, P.C., serves as bankruptcy counsel to the Debtor. HAWAII ISLAND AIR: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Hawaii Island Air, Inc. dba Island Air 550 Paiea Street Honolulu, HI 96819 Type of Business: Hawaii Island Air provides scheduled air transportation services in the Islands of Hawaii. Founded in 1980 as Princeville Airways, the company was renamed Island Air in 1992 and offers 406 flights each week between Oahu, Maui, Kauai and Hawaii Island. Its main base is the Honolulu International Airport on Oahu. Web site: http://www.islandair.com/ Chapter 11 Petition Date: October 16, 2017 Case No.: 17-01078 Court: United States Bankruptcy Court District of Hawaii (Honolulu) Judge: Hon. Robert J. Faris Debtor's Counsel: Ted N. Pettit, Esq. CASE LOMBARDI & PETTIT, A LAW CORPORATION 737 Bishop Street, Suite 2600 Honolulu, HI 96813 Tel: 808.547.5400 Fax: 808.523.1888 E-mail: tnp@caselombardi.com tpettit@caselombardi.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by David Uchiyama, chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/hib17-01078.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Aero Precision Repair & $60,851 Overhaul Co Airlines Committee of $160,674 Hawaii Inc. Amadeus Revenue Integrity $172,367 Arthur J. Gallagher Risk $423,383 Mgmt SVC In PO Box 742205 Los Angeles, CA 90074-2205 Aviall Services Inc. $93,787 Bombardier Aircraft Services $703,281 LockBox 2007 Collection Drive Chicago, IL 60693-2007 California Bank and Trust $89,726 Department of Transportation $1,508,565 Airport Division 400 Rodgers Blvd, Suite 700 Honolulu, HI 96819-1880 Flightsafety International Inc. $71,486 Hawaii Fueling Facilities Corp. $92,346 Holland & Knight LLP $197,691 HP Enterprise Services, LLC $224,676 Iheartmedia $50,090 Ready Jet Inc. $82,993 Regional One, Inc. $57,030 Sabre, Inc. $97,428 SAS Services Group Inc. $108,048 Southern Cross Aviation, Inc. $51,800 Spectrum Reach Charter Communication $136,714 Holdings, LLC Wells Fargo Bank Northwest, N.A. -s HAWAII ISLAND AIR: In Chapter 11 to Keep Planes Flying ------------------------------------------------------ Hawaii Island Air, Inc., sought Chapter 11 protection to counter threats by lessors to ground aircraft. Debtor Island Air was founded in 1980 as Princeville Airways. It was renamed Island Air in 1992 and has been serving the Islands of Hawaii for 37 years. Debtor currently offers approximately 200 flights each week between Oahu, Maui, Kauai and Hawaii Island, and employs more than 400 individuals throughout the State of Hawaii. In January 2016, Hawaii-based investment companies PaCap Aviation Finance, LLC ("PAF") and Malama lnvestments, LLC ("Malama") acquired a controlling interest in Island Air from Ohana Airline Holdings, LLC ("OAH"), which is wholly owned by Oracle Corporation founder Larry Ellison. Each of these companies owns one-third of the issued and outstanding stock of the Debtor. David Uchiyama, as Chairman, Director, President, Chief Executive Officer, Treasurer and Secretary, is the Designated Officer in the instant bankruptcy petition. Christopher Gossert and Catherine Lagareta are the only other currently serving directors of the Debtor. Since the change in management in 2016, the Debtor has been focused on improving operations, increasing efficiencies and elevating service to customers. This has included strategic investments in equipment and supplies, including upgrading its aircraft fleet, as well as expanding training and resources for employees. Island Air narrowed its 2017 first quarter loss while revenue continued to rise, making this the airline's highest quarterly revenue since before 2013 when Island Air was required to begin reporting its financial data to the Department of Transportation due to the size of its aircraft. In the second quarter of 2017, the airline earned $12.5 million in revenues, its highest quarterly revenue in more than a decade. In the first quarter of 2017, Island Air flew 172,200 passengers (over double the previous quarter's figure of 75,102). Additionally, Island Air has increased marketing in North America, Japan, Korea, Australia and New Zealand. In recent weeks Island Air has been in the process of modernizing its information technology system, which when fully implemented -- with a scheduled launch date of later this month -- will enhance online reservation and bookings, expand digital services and improve interface with code-share and interline airline partners. Events Precipitating Filing Mr. Uchiyama, the CEO, recounts that on Sept. 15, 2017, Debtor executed a Lease Payment Deferral and Amendment Agreement by and between Wells Fargo Bank Northwest, National Association, as Trustee and Lessor for 4543 Aircraft Trust, 4546 Aircraft Trust, 4554 Aircraft Trust. These Aircraft Trusts were established by Elix Assets 8 Limited. The purpose of the Deferral Agreement is to defer payments on the aircraft as part of an overall workout among Island Air, Lessor and Elix I 15. As a condition precedent to each Lessors' entry into the Deferral Agreement, the Debtor was required to execute an Account Control and Security Agreement establishing a control account and amending and restating the agreement for a prior control account at California Bank & Trust. The accounts were opened pursuant to Account Control and Security Agreement dated as of Nov. 28,2016 and Account Control and Security Agreement dated as of Sept. 15, 2017. As with all companies experiencing a growth in demand, there is an adjustment period. Island Air leases all of its aircraft, and as a result of this growth in demand, Island Air was required to renegotiate its leases with Lessors. After weeks of negotiations, Island Air was completely surprised by Lessors' recent, unexpected actions. On Oct. 12, 2017 , while in the process of negotiating its aircraft leases with Lessor, Island Air was surprised that Lessors served Island Air with notices of termination of the leases and demands to surrender its aircraft. Subsequently, but also on Oct. 12, counsel for Lessors sent notice to the Debtor that Lessors were freezing the assets in the Controlled Accounts. On Oct. 13, 2017, by letter from counsel, the Debtor objected to both Control Shifting Notices, maintaining that Lessors were in breach of the respective Lease Agreements and the recently negotiated Deferral Agreement. These Notices came as a complete surprise to Island Air, who believed they were in extended, ongoing negotiations to resolve the alleged defaults in the Control Shifting Notices. According to CEO Uchiyama, these unlawful moves by the Lessors came just two days before the start of the internationally recognized Ironman competition, an event which annually hosts over 2,000 participants, many of whom rely on Island Air to transport them to the event located in Kona, on the island of Hawaii. Island Air has been advised by its senior secured lenders that the funds in the Island Air Controlled Accounts are collateral for Island Air obligations owed to the senior secured lenders. Island Air is advised that its senior secured lenders object to the Notices and release of any funds from the Controlled Accounts to the Lessors. Island Air was forced to file for chapter 11 bankruptcy protection as a result of threats by Lessors to ground the aircraft and strand hundreds of passengers. Without bankruptcy protection, Island Air would be irreparably harmed. Island Air seeks to maintain its service to its customers, provide continued employment to its more than 400 valued employees, and ensure a revenue stream so its vendors are paid. About Hawaii Island Air Hawaii Island Air -- http://www.islandair.com/-- provides scheduled air transportation services in the Islands of Hawaii. Founded in 1980 as Princeville Airways, the company was renamed Island Air in 1992 and offers 406 flights each week between Oahu, Maui, Kauai and Hawaii Island. Its main base is the Honolulu International Airport on Oahu. Hawaii Island Air, Inc., d/b/a Island Air, sought Chapter 11 protection (Bankr. D. Hawaii Case No. 17-01078) on Oct. 16, 2017. The Debtor estimated assets and debt of $10 million to $50 million. The Hon. Robert J. Faris is the case judge. Case Lombardi & Pettit serves as counsel to the Debtor. HAWKER REALTY: Hires Hood & Bolen as Chapter 11 Counsel ------------------------------------------------------- Hawkers Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ Hood & Bolen, PLLC, as attorneys to represent the Debtor in this Chapter 11 case and all related matters, actions, suits, disputes, negotiations, consultations, hearings, trials, meetings, conferences, etc. involved in this case including performing all legal services necessary or that may become necessary in this proceeding. Hood & Bolen's hourly rates are: Partners $300.00 Associates $200.00 Senior Paralegals $125.00 Junior Paralegals $ 85.00 Hawkers has deposited a retainer in the amount of $12,500.00 that includes the filing fee of $1,717.00 and less all prepetition time to be applied to fees and expenses in this case. R. Michael Bolen attests that his firm and its attorneys have no connections with the creditors, any other party in interest, their attorneys or accountants, or with the U. S. Trustee, or any of the employees of the U.S. Trustee which could be prohibited or which could interfere with or hinder the performance of the firm's attorneys. The Firm can be reached through: R. Michael Bolen, Esq. HOOD & BOLEN, PLLC 3770 Hwy. 80 West Jackson, MI 39209 Tel: (601)923-0788 Email: rmb@hoodbolen.com About Hawkers Realty, LLC Hawkers Realty LLC is a small, fairly new real estate broker and agent company based in Magee, Mississippi. Hawkers Realty filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 17-13529) on September 21, 2017. The Debtor is represented by R. Michael Bolen at Hood & Bolen as counsel. The Debtor estimated less than $1 million in assets and liabilities when it filed for bankruptcy. HOUSTON BLUEBONNET: Japhet, Hamman Estates Must Prove Claims ------------------------------------------------------------ Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas granted the estate of Jane Japhet Guinn, et al., and Henry R. Hamman, et al.'s motion for approval of certain pleadings and other filings as their respective informal proofs of claim in the chapter 11 bankruptcy of Houston Bluebonnet, L.L.C. However, the Japhets' and Hammans' informal proofs of claim are determined to lack prima facie validity. The Japhets and Hammans argued that their pleadings, motions, orders, and other documents filed in Houston Bluebonnet's bankruptcy case and in actions removed to state court qualify as informal proofs of claim. The Japhets and Hammans also argued that the referenced items make demands on Houston Bluebonnet's bankruptcy estate and evince an intention to hold it liable. Houston Bluebonnet opposed the Japhets' and Hammans' motion, asserting that the Japhets and Hammans' filings lack the information necessary to constitute an informal proof of claim, that those filings were filed long after the bar date for proofs of claims, and that it would be inequitable to recognize these filings as informal proofs of claim this late in its chapter 11. The Court finds that while the Japhets' and Hammans' pleadings and filings constitute informal proofs of claim against Houston Bluebonnet, those proofs of claims are not prima facie valid. When filling out Official Form 410, a creditor is required to list its name and the dollar amount of its claim, amongst other information. Here, the Japhets' and Hammans' informal proofs of claim do not include the dollar amount of their claims nor the specific creditors bringing each particular claim. These informal proofs of claim are thus incomplete, do not substantially conform to the appropriate Official Form, and are not prima facie valid. While an incomplete proof of claim is not prima facie valid, the claim is not automatically disallowed. However, a debtor has no evidentiary burden to overcome when objecting to a claim that is not prima facie valid. Accordingly, if Houston Bluebonnet objects to the Japhets' and Hammans' informal proofs of claim, and after notice to the relevant parties, the Court will hold a hearing to determine the allowed amount, if any, of those claims pursuant to 11 U.S.C. section 502(b). The burden at that hearing would be on the Japhets and Hammans to prove their claims under state law. A full-text copy of Judge Isgur's Memorandum Opinion dated Oct. 10, 2017, is available at: http://bankrupt.com/misc/txsb16-34850-69.pdf About Houston Bluebonnet LLC Houston Bluebonnet, LLC, is a Texas limited liability company formed Dec. 5, 2007. The Debtor owns and manages a working interest in two producing oil and gas wells under an operating agreement for an oil, gas and mineral lease covering 20 acres in Brazoria County, Texas. The value of the Debtor's working interest fluctuates with the price of oil. As of the filing of this bankruptcy case, the Debtor valued its working interest at $90,000, based on the tax-assessed value calculated from the sales in 2015. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-34850) on Sept. 30, 2016. The Debtor estimated assets and liabilities of less than $500,000. The petition was signed by Allyson Davis, authorized representative. H. Miles Cohn, Esq., at Crain, Caton & James, P.C., serves as the Debtor's bankruptcy counsel. The Debtor hired Gary E. Ellison, PC, and Snelling Law Firm as special counsel. ILD CORP: Wants to Use Bank of America's Cash Collateral -------------------------------------------------------- IDL Corp. and its debtor affiliates ask the U.S. Bankruptcy Court for the Middle District of Florida for authority to use approximately $97,526 of cash collateral of Bank of America, N.A., to continue to operate their businesses for the next four weeks, and depending on the month, a greater or lesser amount will be required each comparable period thereafter. As of the Petition Date, the Debtors owed BOA approximately $5,625,000 in outstanding principal interest. BOA's claim against the Debtors is secured by a first priority perfected lien on substantially all of the Debtors' assets. The Debtors do not believe that any other entity has a lien on the Debtors' cash collateral, but do not anticipate that one of the Debtors' customers global Tel Link may assert an interest in the cash collateral. The Debtors dispute that GTL has any interest in the cash collateral, but will agree to provide GTL with a replacement lien to the same validity, extent, and priority as existed prior to the Petition Date as adequate protection to GTL. The Debtors will use the cash collateral to make payroll and pay other expenses arising in the ordinary course of business. As adequate protection for the use of cash collateral, the Debtors propose to grant BOA a replacement lien to the same validity, extent, and priority as its prepetition lien. The Debtors also propose to grant GTL a replacement lien to the same validity, extent, and priority as any lien it may have held prior to the Petition Date. Like BOA, GTL will be adequately protected as the Debtors will be able to operate on a cash flow positive basis over the course of the next four weeks. A copy of the Order is available at: http://bankrupt.com/misc/flmb17-03506-8.pdf About ILD Corp. Founded in 1996, ILD Corp., formerly ILD Telecommunications, Inc. -- http://www.ildteleservices.com-- is a payment processor for online transactions between merchants and consumers of digital goods and communications services. Through contractual relationships with telecommunications companies, including AT&T and Verizon, ILD enables approved merchants the ability to offer their customers the option of billing products and services directly to a home or business phone bill, providing a safer payment method for consumers and expanding the potential customer base for businesses. Headquartered in Ponte Vedra, Florida, ILD has agreements with virtually all local phone companies in North America, reaching in excess of 150 million consumers and businesses across the continent. ILD's customers include more than 200 service providers including EarthLink, LiveDeal, Eversites, Juno, NetZero, People PC and Privacy Guard. ILD Corp. and its affiliates (Bankr. M.D. Fla. Lead Case No. 17-03506) filed for Chapter 11 bankruptcy protection on Sept. 29, 2017. The petitions were signed by Edward H. Brooks, executive vice-president, chief financial officer. ILD Corp. estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. Judge Paul M. Glenn presides over the case. Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, serves as the Debtors' bankruptcy counsel. IMAG VIDEO/AV: Disclosure Statement Hearing Set for Nov. 14 ----------------------------------------------------------- Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee will convene a hearing on Nov. 14, 2017, at 9:00 a.m. to consider approval of Imag Video/AV, Inc.'s disclosure statement to accompany its plan of reorganization, dated Sept. 25, 2017. Oct. 27, 2017, is fixed as the last day for filing and serving written objections to the Disclosure Statement. About Imag Video/AV, Inc. Headquartered in Nashville, Tennessee, IMAG Video/AV Inc. filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 16-09189) on Dec. 31, 2016, estimating assets of $1 million to $10 million and liabilities of $10 million to $50 million. The petition was signed by Steven C. Daniels, president. Judge Randal S. Mashburn presides over the case. Griffin S. Dunham, Esq., at Dunham Hildebrand, PLLC, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. JOHN Q. HAMMONS: J.D. Holdings Can't Pursue Delaware Litigation --------------------------------------------------------------- Creditor J.D. Holdings, LLC, and its affiliates seek relief from the automatic stay imposed in the bankruptcy cases of John Q. Hammons Fall 2006, LLC, et al., in order to pursue litigation in Delaware state court against the Debtors for breach of contract. The Debtors have moved for summary judgment seeking denial of J.D. Holdings' motion, and J.D. Holdings has cross-moved for summary judgment seeking relief from stay. Judge Robert D. Berger of the U.S. Bankruptcy for the District of Kansas Court denies J.D. Holdings' motion for relief from stay and cross-motion for summary judgment seeking relief from stay because it has not met its burden to show cause for relief from the automatic stay. The Court grants Debtors' motion for summary judgment dismissing J.D. Holdings' motion. Debtors consist of the Hammons Trust and 75 of its directly or indirectly wholly owned subsidiaries and affiliates. John Q. Hammons, of which the Hammons Trust is named, entered into a Sponsor Entity Right of First Refusal Agreement (ROFR) on Sept. 16, 2005 with J.D. Holdings. The ROFR was amended in 2008. Broadly, the ROFR required the parties to sell certain hotels by a defined date, and the 2008 amendment added a requirement that in any sale to J.D. Holdings, Debtors had to provide seller financing of at least 22.5% of the sale price, plus costs. Litigation concerning the ROFR kicked off in 2012, when J.D. Holdings filed suit in Delaware state court for breach of contract to address breaches of the ROFR. The litigation had been ongoing since that date, until Debtors filed their bankruptcy petitions. On Dec. 13, 2016, the Court entered an order approving the rejection of the ROFR by the Debtors The Court is persuaded that in this case, the strong public policy of centralized resolution of claims supports keeping the matter in bankruptcy court and not enforcing the forum selection clause in the rejected ROFR. The Court has invested significant time and resources to this litigation, and the commencement of the claims estimation process is imminent. Although the Delaware litigation had been ongoing for four years prior to the commencement of the bankruptcy case, the parties were focused on specific performance of the ROFR, and had not focused on a monetary claim for damages for breach of contract. Therefore the Delaware Court is in no better position to resolve the dispute than this Court, and, in fact, returning to the Delaware Court would cause a significant delay and burden to the resolution of the bankruptcy case, as well as be inherently unfair to the numerous other creditors who do not have standing to participate in the Delaware litigation. For these reasons, this factor does not weigh in favor of lifting the stay. A full-text copy of Judge Berger's Memorandum Opinion and Order dated Oct. 13, 2017, is available at: http://bankrupt.com/misc/ksb16-21142-1379.pdf About John Q. Hammons Fall 2006 Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June 26, 2016. The petitions were signed by Greggory D. Groves, vice president. At the time of filing, the Debtors estimated assets at $100 million to $500 million and liabilities at $100 million to $500 million. The Debtors' bankruptcy counsel are Mark A. Shaiken, Esq., Mark S. Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard Street LLP. The Debtors' conflicts counsel is Victor F. Weber, Esq., at Merrick Baker and Strauss PC. The Debtors engaged BMC Group, Inc., as their notice, claims, and balloting agent; and Alvarez & Marsal Valuation Services, LLC as appraiser. KEN'S FISH: Unsecureds to be Paid 10% in 12 Monthly Installments ---------------------------------------------------------------- Ken's Fish Inc. filed with the U.S. Bankruptcy Court for the District of Massachusetts a first amended disclosure statement to accompany its first amended plan of reorganization, dated Oct. 6, 2017. Class II under the first amended plan consists of the unsecured non-priority claims. Class II creditors will be paid a distribution of 10% of their allowed claim in 12 equal monthly installments, the first payment being due on the Effective Date. This class is impaired. The Debtor will continue to operate its business from the present location of 360 Broadway, Taunton, Massachusetts. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab16-14014-87.pdf On June 22, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. Under the plan, creditors holding unsecured non-priority claims will be paid 10% of their allowed claims. A copy of the disclosure statement is available for free at https://is.gd/RHxbVk About Ken's Fish Inc. Ken's Fish, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 16-14014) on October 20, 2016. The petition was signed by Kenneth A. Menard, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The case is assigned to Judge Joan N. Feeney. The Debtor is represented by the Law Office of Gary W. Cruickshank. Eric Hartley & Associates, LLC serves as its accountant. KEY SAFETY: Moody's Lowers CFR to B3; Outlook Stable ---------------------------------------------------- Moody's Investors Service downgraded Key Safety Systems, Inc.'s ratings -- Corporate Family Rating (CFR) to B3 from B1 and Probability of Default rating to B3-PD from B2-PD. In related action, the ratings of Key Safety's secured revolver and secured term loan were downgraded to B1 from Ba2. The rating outlook was revised to stable from negative. The following ratings were downgraded: Key Safety Systems, Inc.: Corporate Family Rating, to B3 from B1; Probability of Default Rating, to B3-PD from B2-PD; $75 million senior secured revolver due 2019, to B1 (LGD3) from Ba2 (LGD2); $575 million ($534.7 million outstanding) senior secured term loan due 2021 to B1 (LGD3) from Ba2 (LGD2). Rating Outlook: Stable, from Negative RATINGS RATIONALE The downgrade of Key Safety's Corporate Family Rating to B3 reflects operating challenges that the company is facing resulting in weak credit metrics and a weak liquidity profile, while supporting new business growth. Positively, Key Safety's revenue base continues to expand with first-half 2017 sales up 10.5% over the prior year first-half during a year of stagnating global automotive sales. However, this level of growth has driven high levels of operational inefficiencies due to a significant number of program launches, leading to additional labor costs, premium freight and supplier constraints, as well as other variable costs. These pressures, which have resulted in EBITA margins deteriorating to break-even levels by the 2nd quarter of 2017, are expected to continue through the 3rd quarter before beginning to ease. For the LTM period ending June 30, 2017, Key Safety's EBITA/interest and Debt/EBITDA had worsened to 0.6x and 7.7x, respectively. These operating pressures also weakened Key Safety's liquidity profile resulting from negative free cash flow generation. Key Safety's parent, Ningbo Joyson Electronic Corporation (Ningbo Joyson), has continued to support the company through cash infusions, supporting cash balances. Key Safety continues to maintain strong competitive considerations as a global supplier of airbags, seatbelts, and steering wheels within the automotive industry, which have supported top line growth. These considerations include a balanced geographic exposure to regions experiencing growth, with Asia representing about 48% of revenues, Europe - 18%; the Americas represents 34%. Key Safety also continues to generate new business wins with its major customers. The stable rating outlook considers the company's continuing top line growth and the demonstrated financial support from its parent Ningbo Joyson. Public reports indicate that Key Safety's announced intention to acquire Takata Corporation (see issuer comment dated June 26, 2017) continues to be on track. Moody's will reassess the rating implications of this transaction as additional details become known. Key Safety is anticipated to have a weak liquidity profile over the near-term, as operational issues consume cash. While as of June 30, 2017, cash on hand was approximately $118 million, most of this cash was overseas supporting local operations. Bank acceptance notes, also a source of liquidity, were approximately $29 million. Key Safety's weak operating performance is expected to result in negative free cash flow for 2017 in the high teens as a percentage of debt. While operating performance is expected to improve over next 12-15 months, negative cash flow on a trailing twelve month basis is expected well into 2018. Supporting the company's liquidity profile has been continued cash infusions from Ningbo Joyson. Additional liquidity support is expected over the near-term in order to preserve financial flexibility. These cash infusions have preserved availability under the $75 million revolving credit facility due 2019. As of June 30, 2017, availability under the revolving credit facility was approximately $58 million after $15 million of borrowings and $2 million in undrawn letters of credit. Key Safety's credit facility has a springing maximum net leverage ratio covenant that is tested during periods where the ending utilization of the revolver is at least 32.5%. Ongoing cash infusions from Ningbo Joyson are expected to keep revolving utilization below testing levels over the near-term. A lower rating could result if improvement in operating performance is not demonstrated over the coming quarters as the company addresses its new business backlog. Consideration for a lower rating could result if Key Safety's credit metrics are not expected to improve by year-end 2017. An improvement in Key Safety's rating would be driven by an improvement in credit metrics and free cash flow generation available to reduce debt. A consideration for a higher rating could result from EBITA / interest sustained above 1.5x and debt / EBITDA below 5x. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology. Key Safety, headquartered in Sterling Heights, Michigan, designs, engineers and manufactures airbags and inflators, seatbelts, and steering wheels for the global automotive industry. Revenues for the LTM period ended June 30, 2017 were approximately $1.9 billion. Key Safety is a subsidiary of Ningbo Joyson Electronic Corp. LAURA ELSHEIMER: Wants Approval on Interim Cash Collateral Use -------------------------------------------------------------- Laura Elsheimer LLC seeks authorization from the U.S. Bankruptcy Court in Massachusetts for the interim use of cash collateral in the ordinary course of business. The Debtor asserts that it is unable to continue operating or managing and maintaining the Property without the use of cash collateral. Without the use of cash collateral, the Debtor will suffer significant financial harm. The Debtor claims that the use of cash collateral is necessary in this Chapter 11 proceeding to allow the Debtor to preserve its going concern value. Velocity Commercial Capital, LLC holds a first mortgage and assignment of rents on the Debtor's Property in connection to a certain loan commenced on June 2015. The current balance owed to Velocity Commercial is approximately $600,000 with an interest rate of 9.25%. Because the interest rate of the debt service is too high for the Debtor to maintain payments, as such, the Debtor intends to immediately sell the underlying collateral. The Debtor believes that Velocity Commercial has just obtained an appraisal of the Property indicating a value of $900,000. As adequate protection, the Debtor proposes that Velocity Commercial be granted in some instances monthly cash payment along with postpetition replacement liens and security interests in property of the Debtor's estate. The replacement liens, however, will be recognized only to the extent of diminution in the value of Velocity Commercial's prepetition collateral constituting cash collateral resulting from the Debtor's use thereof in operation of the Debtor's ongoing operations. Said replacement liens will maintain the same priority, validity, and enforceability as Velocity Commercial's liens on their pre-petition collateral. A full-text copy of the Debtor's Motion, dated Oct. 12, 2017, is available at https://is.gd/ZDQUeu About Laura Elsheimer Laura Elsheimer LLC owns the properties known as 20-24 Main Street & 3 Felton Street in Hudson, Massachusetts. The properties consist of seven residential apartments and four commercial spaces. Laura Elsheimer LLC filed a Chapter 11 case (Bankr. D. Mass. Case No. 16-40853) on May 16, 2016. On Sept. 26, 2016, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. But the case was converted to Chapter 7. Laura Elsheimer LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-41842) on Oct. 12, 2017. The Debtor filed this action to stay a foreclosure. Michael Van Dam, Esq., at Van Dam Law LLP, serves as the Debtor's bankruptcy counsel. LE-MAR HOLDINGS: May Use Cash Collateral Until Oct. 13 Hearing -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has authorized Le-Mar Holdings, Inc., and its debtor affiliates to use all collections received by the Debtors from the USPS on an interim basis, until the second interim hearing. The second interim hearing will be held on Oct. 13, 2017, at 9:00 a.m. (prevailing Central Time). As reported by the Troubled Company Reporter on Sept. 29, 2017, the Debtors sought permission to use cash collateral. The Debtors entered into a loan facility with City Bank, which is secured by a second lien on the Debtors' accounts receivable and first lien on certain equipment pursuant to a security agreement. To the extent Mobilization has a valid, perfected first position security interest, Mobilization is granted adequate protection for any diminution in the value of Mobilization's interest in such cash collateral caused by the use of cash collateral with a valid, perfected, and enforceable replacement first priority security interest in the post-petition accounts receivable due to the Debtors from the USPS. To the extent City has a valid, perfected second priority security interest in the Debtors' accounts receivable from the USPS, City is granted adequate protection for any diminution in the value of City's interest in the collateral caused by the use of cash collateral with a valid, perfected, and enforceable replacement second priority security interest in the post-petition accounts receivable due to the Debtors from the USPS. To the extent that any applicable non-bankruptcy law otherwise would restrict the granting, scope, enforceability, or attachment of the replacement liens and security interests authorized or created by the court order, or otherwise would impose filing registration requirements with respect to replacement liens, the law is preempted to the maximum extent permitted by the U.S. Bankruptcy Code, other applicable federal law, and the judicial power of the Court. A copy of the court order is available at: http://bankrupt.com/misc/txnb17-50234-46.pdf About Le-Mar Holdings Inc. Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc. and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. Chuck Edwards, president, signed the petitions. At the time of the filing, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. Judge Robert L. Jones presides over the case. David L. Campbell, Esq., at Underwood Perkins, P.C., and Mark N. Parry, Esq., at Moses & Singer LLP serve as the Debtors' bankruptcy counsel. LIFESTAT AMBULANCE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on Oct. 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Lifestat Ambulance Service, Inc. About Lifestat Ambulance Service Inc. Headquartered in Saltsburg, Pennsylvania, Lifestat Ambulance Service, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 17-70646) on Aug. 31, 2017, estimating its assets and liabilities at between $100,001 and $500,000. Christopher M. Frye, Esq., at Steidl & Steinberg, serves as the Debtor's bankruptcy counsel. LOWELL & SONS: Disclosures Approved; Nov. 21 Plan Hearing --------------------------------------------------------- Judge Trish M. Brown of the U.S. Bankruptcy Court for the District of Oregon approved Lowell & Sons, LLC's disclosure statement describing its plan of reorganization, dated August 16, 2017. The hearing on confirmation of the plan will be held on Nov. 21, 2017, at 1:30 PM, in US Bankruptcy Court, Courtroom #4, 1001 SW 5th Ave, 7th Floor, Portland, OR 97204. Written ballots accepting or rejecting the plan or amended plan dated August 16, 2017, must be received by the proponent of the plan no less than seven days before the hearing. Objections to the proposed plan must be in writing and must be filed no later than seven days before the hearing. About Lowell & Sons Lowell & Sons, LLC, filed a Chapter 11 petition (Bankr. D. Ore. Case No. 16-33707) on Sept. 27, 2016. The petition was signed by Lorena N. Lowell, manager. The Debtor disclosed $2.52 million in total assets and $2.60 million in total liabilities. The case is assigned to Judge Trish M. Brown. The Debtor is represented by Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C. The Debtor hired Samuels Yoelin Kantor, LLP, as special eviction counsel, and Edwin S. Brown as accountant. MARKS INC: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The Office of the U.S. Trustee on Oct. 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Marks, Inc. About Marks Inc. Marks, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 17-23657) on September 11, 2017, disclosing less than $1 million in both assets and liabilities. The Debtor is represented by Robert O Lampl, Esq., as counsel. MCELLIOTTS TRUCKING: Case Summary & 3 Unsecured Creditors --------------------------------------------------------- Debtor: McElliotts Trucking, LLC 4463 Camp Creek Rd Huntington, WV 25701 Type of Business: McElliotts Trucking, LLC is a privately held company in Huntington, West Virginia engaged in the local trucking business. The Company had gross revenue of $1.03 million in 2016 and gross revenue of $1.29 million in 2015. Chapter 11 Petition Date: October 16, 2017 Case No.: 17-30467 Court: United States Bankruptcy Court Southern District of West Virginia (Huntington) Judge: Hon. Frank W. Volk Debtor's Counsel: William W. Pepper, Esq. PEPPER & NASON 8 Hale Street Charleston, WV 25301 Tel: (304) 346-0361 Fax: (304) 346-1054 E-mail: tinas@peppernason.com - and - Chris D. Rouskey, Esq. ROUSKEY AND BALDACCI 2121 Oneida Street, Suite 401 Joliet, IL 60435 Tel: 815-741-2118 E-mail: rouskeylaw@gmail.com Total Assets: $474,372 Total Liabilities: $1 million The petition was signed by Danny McGowan, manager/member. A full-text copy of the petition, along with a list of three unsecured creditors, is available for free at http://bankrupt.com/misc/wvsb17-30467.pdf MID TENN: Nov. 7 Plan and Disclosures Hearing --------------------------------------------- Judge Charles M. Walker of the U.S. Bankruptcy Court for the Middle District of Tennessee issued an expedited order conditionally approving Mid Tenn Exteriors, Inc.'s disclosure statement in support of its proposed plan of reorganization. Oct. 26, 2917, is fixed as the last day for filing and serving written objections to the Disclosure Statement. Oct. 26, 2917, is fixed as the last day for filing and serving written objections to confirmation of the Plan. Oct. 26, 2917, is fixed as the last day for filing written acceptances or rejections of the Plan. The hearing on confirmation of the Plan and approval of the Disclosure Statement will be held at 9:00 a.m. on Nov. 7, 2017, at the U.S. Bankruptcy Court for the Middle District of Tennessee, Courtroom Two, Second Floor, Customs House, 701 Broadway, Nashville, Tennessee 37203. About Mid Tenn Headquartered in Murfreesboro, Tennessee, Mid Tenn Exteriors, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 16-08514) on Nov. 29, 2016, estimating its assets at up to $50,000 and its liabilities at between $100,001 and $500,000. Steven L. Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz serves as the Debtor's bankruptcy counsel. MJM HEALTHCARE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on Oct. 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of MJM Healthcare, P.C. About MJM Healthcare P.C. MJM Healthcare, P.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-23252) on August 11, 2017. Michael Pirollo, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. N214FT LLC: Hires Swartz Aviation Group as Broker ------------------------------------------------- N214FT, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to employ Swartz Aviation Group, LLC as broker. The Debtor purchased and owns a 2000 Dassault Falcon 50EX aircraft. The Debtor seeks to sell the Aircraft to pay off its creditors in full. The Debtor wishes to employ Swartz Aviation as broker to sell the Aircraft. Swartz and the Debtor executed an Aircraft Listing Agreement on September 26, 2017. Under the terms of the Listing Agreement, Swartz Aviation will receive a commission of 3% of the first $3,300,000 and 12% of any sale proceeds more than $3,300,000. John Swartz, President of Swartz Aviation, assures the Court that his company does not hold or represent an interest adverse to the Debtor. The Broker can be reached through: John Swartz SWARTZ AVIATION GROUP, LLC. 1042 Cedar Creek Rd. Argyle, TX 76226 Tel: 940-455-2900 817-995-4234 Email: John@swartzaviationgroup.com About N214FT, LLC Based in Fort Worth, Texas, N214FT, LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-43289) on August 10, 2017. The petition was signed by Dustin Rall, manager of N21FT, LLC. Judge Mark X. Mullin presides over the case. Louis M. Phillips, Esq. of Kelly Hart & Pitre represents the Debtor as counsel. At the time of filing, the Debtor estimates $1 million to $10 million in assets and liabilities. OAK CLIFF DENTAL: Hearing on PCO Appointment Set for Nov. 2 ----------------------------------------------------------- Pursuant to 11 U.S.C. Section 333(a)(1), the Court must order the appointment of a patient care ombudsman within 30 days after the commencement of the case, unless the Court finds that the appointment of an ombudsman is not necessary for the protection of patients under the specific facts of the case. The U.S. Bankruptcy Court for the Northern District of Texas, accordingly, sets a hearing on Nov. 2, 2017, at 2:30 p.m., to determine the issue of whether or not a patient care ombudsman must be appointed in the case of Oak Cliff Dental Center, PLLC. The Debtor is directed to immediately serve notice to the governmental regulatory authority, which regulates the Debtor's business. Oak Cliff Dental Center, PLLC, filed for chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-33780) on Oct. 4, 2017, and is represented by Robert M. Nicoud, Jr., Esq. of Olson, Nicoud & Gueck, LLP. OPES HEALTH: Asks Court To Allow Use of Cash Collateral ------------------------------------------------------- Opes Health Channelside, LLC, seeks permission from the U.S. Bankruptcy Court for the Middle District of Florida to use cash, accounts receivable and other income derived from the Debtor's operations to fund its operating expenses and costs of administration in this Chapter 11 case. Synovus Bank, First Citrus Bank, and Integrated Commercialization Solutions, LLC, allegedly hold blanket liens on the Debtor's assets. As adequate protection for the use of cash collateral, the Debtor offers: a. Secured Creditors will have post-petition liens on the collateral to the same extent, validity and priority as existed prepetition; b. the Debtor will maintain insurance on the collateral to the same amount as required under the underlying loan documents; c. Secured Creditors will have a right to inspect the collateral on 48 hours, reasonable notice; and d. upon written request, the Debtor will provide Secured Creditors with copies of monthly financial documents generated in the ordinary course of business, and other information as the Secured Creditors reasonably request with respect to the Debtor's operations. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/flmb17-08224-17.pdf About OPES Health Channelside OPES Health Channelside, LLC, based in Tampa, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-08224) on Sept. 27, 2017. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Victor D. Cruz, as manager of Multi-Specialty Enterprises, LLC, manager of the Debtor. Buddy D. Ford, Esq., and Jonathan A. Semach, Esq., at Buddy D. Ford, P.A., serve as bankruptcy counsel to the Debtor. OSAGE WATER: DOJ Watchdog Seeks Ch. 11 Trustee Appointment ---------------------------------------------------------- Daniel J. Casamatta, the Acting U.S. Trustee for Region 13, filed a motion asking the U.S. Bankruptcy Court for the Western District of Missouri for an order directing the appointment of a Chapter 11 Trustee in the case of Osage Water Company. Under the unique facts of this case, cause exists to direct the U.S. Trustee to appoint a Chapter 11 Trustee to serve as a proper fiduciary and to effectuate the goal of selling or liquidating the Debtor’s assets as directed by the Receivership Court, the U.S. Trustee asserts. Even if cause did not exist, under these facts, the appointment of a Trustee is in the best interests of the creditors and the estate to ensure the Debtor is operated until it can be liquidated in this case for the benefit of creditors, the U.S. Trustee further asserts. Office of the United States Trustee: Adam E. Miller, MO Bar #65429 Charles Evans Whittaker Courthouse 400 East 9th Street, Room 3440 Kansas City, MO 64106 (816) 512-1940 (816) 512-1967 Telecopier adam.e.miller@usdoj.gov About Osage Water Company Osage Water Company is a public utility that is in the business of producing, purifying, treating and distributing water within Camden County, Missouri. The company currently holds real estate, water and wastewater systems located at Cedar Glen Condominiums, Chelsea Rose Subdivision, Harbor Bay Condominiums and Eagle Woods Subdivision. Osage Water's gross revenue amounted to $250,605 in 2016 and $255,285 in 2015. Osage Water Company, based in Clinton, MO, filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 17-42759) on October 11, 2017. The Hon. Cynthia A. Norton presides over the case. John C. Reed, Esq., at Pletz and Reed, P.C., serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated $75,585 in assets and $2.45 million in liabilities. The petition was signed by Gary V. Cover, receiver for the Company. PACKARD SQUARE: Court Dismisses Chapter 11 Bankruptcy Case ---------------------------------------------------------- Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan denied Debtor Packard Square LLC's turnover motion and granted CAN IV Packard Square LLC's (Canyon) cross-motion. Judge Tucker also dismissed the Debtor's bankruptcy case. In the turnover motion, the Debtor seeks an order under 11 U.S.C. section 543(b), requiring a state-court appointed receiver, who has been in place for over 10 months, to turn over all of the Debtor's property to the Debtor, and to file an accounting of the type described in section 543(b)(2). In Canyon's cross-motion, Canyon seeks an order under 11 U.S.C. section 543(d)(1), excusing the receiver from complying with the turnover and accounting provisions of section 543(b). Relatedly, Canyon also seeks an order under 11 U.S.C. sections 305(a)(1) and 105(a), "suspending" this bankruptcy case. The Court has considered all of the arguments of the parties, and all of the sections 543(d)(1) and 305(a)(1). But the most important factor in this case, which overwhelms all other factors, is that the Court has denied the Debtor’s DIP Financing Motion. The Debtor and Canyon agree, and no other party disputes, that it is in the best interests of the Debtor, the Debtor’s equity holder(s), and the creditors, that the Debtor's construction Project and development in Ann Arbor be completed and stabilized (fully rented out, essentially), all as soon as possible, and all as cost-efficiently as possible. And all agree that time is of the essence with this Project. These objectives cannot possibly be achieved if the Court displaces the state court Receiver by granting the Debtor's Turnover Motion. The Debtor has no funds available that it can use to do any work toward completing the construction of the Project. The Court has just denied Debtor's DIP Financing Motion. It is undisputed that without post-petition financing, the Debtor has no money with which to perform any work on the Project or to fund its Chapter 11 bankruptcy case. The Debtor says that it needs to borrow roughly $11.9 million to complete the Project and a total of $22 million to complete and stabilize the Project and fund its bankruptcy case. And the Debtor says that it cannot obtain post-petition financing other than on the terms it has proposed, and in particular, without giving its DIP lender a lien that primes (takes priority over) all other liens. Yet this Court has found that the Debtor cannot obtain such financing because with such a priming lien there is a lack of adequate protection of the existing lien holders’ interests. All of this compels the conclusion that the Debtor has no ability to complete the Project, let alone complete and stabilize the Project. That leaves the existing state court receivership as the only viable option for completing and stabilizing the Project. It is clear and not genuinely disputed that if the Receiver is permitted to continue the efforts it was making when the Debtor filed this bankruptcy case, the Receiver will be able to obtain the financing necessary to complete and stabilize the Project, through the existing and proposed amended Receivership loan from Canyon. Under these circumstances, the only viable choice is for this Court to allow the state court Receiver to continue to perform and control the construction, completion, and ultimate stabilization of the Project, under the supervision and control of the state court. That, in turn, requires this Court to deny the Debtor's turnover motion and to grant Canyon's cross-motion. The Court, thus, dismisses the case. In order to prevent any attempted evasion by anyone of the Court's decisions, the Court bars the filing of any new bankruptcy case, by or against the Debtor, for a period of two years. This should give ample time for the Receiver to finish completion and stabilization of the Project, and for the state court receivership case to substantially conclude. A full-text copy of Judge Tucker's Opinion dated Oct. 13, 2017, is available at: http://bankrupt.com/misc/mieb17-52483-144.pdf About Packard Square Packard Square LLC owns a 360,000-square foot mixed-use development on a six-and-a-half acre site on Packard Street in Ann Arbor, Michigan. Once completed, the Company expects the project to be worth approximately $93,500,000. Packard Square is currently under receivership. A receivership case, CAN IV Packard Square LLC v. Packard Square LLC, Case No. 16-990-CB, Washtenaw County Trial Court, Honorable Archie C. Brown presiding, was filed, and on Nov. 1, 2016, McKinley, Inc., was appointed as receiver. To recover control of the project, Packard Square LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 17-52483) on Sept. 5, 2017, estimating $50 million to $100 million in assets and less than $50 million in liabilities. David G. Dragich, Esq., and Amanda Vintevoghel, Esq., at The Dragich Law Firm PLLC, serve as the Debtor's bankruptcy counsel. Swistak & Levine, P.C. has been retained as the Debtor's special counsel. As of Sept. 6, 2017, no request for appointment of a Chapter 11 trustee or examiner has been made and no official committee has been appointed. PEABODY ENERGY: Court Disallows DMS Claim ----------------------------------------- Judge Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern District of Missouri sustains the objection of Reorganized Peabody Energy Corporation and certain of its direct and indirect subsidiaries to DMS Contracting, Inc.'s Claim No. 6144. The dispute concerns whether DMS waived the DMS Claim under the terms of the Agreement between Owner and Design-Builder, dated April 23, 2015, by and between Peabody Gateway North, LLC and DMS. At issue is whether DMS can seek an upward adjustment of the contract price based on the subsoil conditions at the construction site. DMS contends that the subsoil conditions at the construction site were concealed and unknown conditions and that DMS provided sufficient notice of those conditions to assert a claim under the Contract. The Reorganized Debtors contend that DMS waived that claim under the Contract for three independent reasons. The Court holds that DMS' contention that the subsoil conditions were concealed or unknown is based solely on the allegation that those conditions were not disclosed in information regarding subsoil conditions that Peabody provided in the bidding process, and DMS expressly waived the right to assert such claims. DMS also did not provide timely or adequate notice of those alleged concealed and unknown conditions under the Contract. Finally, DMS did not timely assert a claim under the Contract. Thus, the Court finds that DMS waived the DMS Claim under the Contract. As a result, the Court sustains the Objection as it relates to the DMS Claim, and disallows the DMS Claim. A full-text copy of the Court's Memorandum Opinion dated Oct. 12, 2017, is available at: http://bankrupt.com/misc/moeb16-42529-3500.pdf Attorneys for Reorganized Debtors: Steven N. Cousins Jaimie L. Mansfield Armstrong Teasdale LLP 7700 Forsyth Boulevard, Suite 1800 St. Louis, MO 63105 scousins@armstrongteasdale.com jmansfield@armstrongteasdale.com. Heather Lennox (admitted pro hac vice) Matthew C. Corcoran (admitted pro hac vice) Jones Day North Point 901 Lakeside Avenue Cleveland, OH 44114 hlennox@jonesday.com mccorcoran@jonesday.com Amy Edgy (admitted pro hac vice) Daniel T. Moss (admitted pro hac vice) Jones Day 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 aedgy@jonesday.com dmoss@jonesday.com About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation -- http://www.PeabodyEnergy.com/-- claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the U.S. and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are jointly administered before the Honorable Judge Barry S. Schermer under (Bankr. E.D. Mo. Case No. 16-42529). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. On March 17, 2017, the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, entered an order confirming the Second Amended Joint Plan of Reorganization of Peabody Energy Corporation, et al., as Revised March 15, 2017. At 4:01 p.m. (Eastern Time), on April 3, 2017, the Effective Date of the Plan occurred. PINNACLE LAND: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Oct. 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Pinnacle Land Group, LLC. Pinnacle is represented by: Donald R. Calaiaro, Esq. Calaiaro Valencik 429 Forbes Avenue, Suite 900 Pittsburgh, PA 15219 Phone: 412-232-0930 Email: dcalaiaro@c-vlaw.com About Pinnacle Land Group LLC Pinnacle Land Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-23339) on August 18, 2017. Joann Jenkins, manager, signed the petition. Judge Gregory L. Taddonio presides over the case. Calaiaro Valencik represents the Debtor as bankruptcy counsel. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. PR GOLD BOND: Hires Luis D Flores Gonzalez Law as Legal Counsel --------------------------------------------------------------- PR Gold Bond Administration Services Inc seeks authority from the U.S. Bankruptcy Court for the Puerto Rico to employ the Law Offices of Luis D. Flores Gonzalez as legal counsel. The Debtor says the services of Luis D. Flores Gonzalez will be necessary in connection with the filing of the Schedules, the Statement of Financial Affairs filed under Chapter 11, the payment plan that will be proposed, the examination of the claims filed, the Disclosure Statement and other matters. The Counsel's normal hourly billing rates are: Mr. Gonzalez $200.00 Certified Legal Assistants $60.00 Paraprofessionals $40.00 Mr. Gonzalez has received a retainer in this case in the amount of $5,000. Luis D. Flores Gonzalez attests that he is a disinterested party within the meaning of 11 U.S.C. 101(14). The Counsel can be reached through: Luis D. Flores Gonzalez, Esq. LAW OFFICES OF LUIS D. FLORES GONZALEZ Georgetti #80 Suite 202 Rio Piedras, PR 00925 Tel.787-758-3606 Email: ldfglaw@yahoo.com About PR Gold Bond Administration Services Based in Bayamon, Puerto Rico, PR Gold Bond Administration Services Inc filed a Chapter 11 petition (Bankr. D.P.R. Case No. 17-06052) on August 28, 2017. Luis D. Flores Gonzalez, Esq. at Luis D Flores Gonzalez Law Office represents the Debtor as legal counsel. At the time of filing, the Debtor estimated less than $50,000 in assets and $100,001 to $500,000 in liabilities. REGIS GALERIE: 25% in Quarterly Payments Over 5Yrs for Unsecureds ----------------------------------------------------------------- Regis Galerie, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement to accompany its plan of reorganization. Class 6 under the plan consists of the general unsecured claims. After taking into account the anticipated resolution of Consignment Claims, the Debtor estimates that there are approximately 100 General Unsecured Claims aggregating approximately $4,821,265. The General Unsecured Claims consist of Claims for: -- goods (61) - $3,752,503, -- services and supplies (31) - $169,842, -- loans (4)- $488,652, and -- credit cards (4) - $410,268. The holder of an Allowed General Unsecured Claim will receive payments in cash totaling 25% of the amount of such Allowed Claim. The payments will be made in equal quarterly installments over five years. The first payment will be made on the later of Jan. 8, 2018 or the Effective Date. Thereafter, payment will be made on the first Business Day of April, July, October, and January each year. The funds for the disbursements required to be made under the Plan will be obtained from cash held by the Reorganized Debtor as of the Effective Date, and revenues generated by the continued operation of the business of the Reorganized Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-14899-269.pdf About Regis Galerie Regis Galerie, Inc., filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14899) on Sept. 5, 2016. The petition was signed by Samuel Dweck, president. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Bryan M. Veillion, Esq., at Marquis Aurbach Coffing, and Michael L. Gesas, Esq., at Arnstein & Lehr, LLP. SCOTT SWIMMING: May Use Cash Collateral Until Oct. 31 ----------------------------------------------------- The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut has entered a 33rd order authorizing Scott Swimming Pools Inc. to use the cash collateral of Webster Bank until Oct. 31, 2017. A hearing on the continued use of cash collateral will be held on Oct. 24, 2017, 10:00 a.m. Objections to the continued use of cash collateral must be filed by Oct. 19, 2017, at 5:00 p.m. Webster Bank is granted post-petition claims against the Debtor's estate, which will have priority in payment over any other indebtedness and obligations now in existence or incurred hereafter by the Debtor and over all administrative expenses or charges against property of the kind specified in 11 U.S.C. Sections 503(b), 507(a) and (b), subject only to the carve-out. As security for the Adequate Protection Claim, the Debtor grants Webster Bank an enforceable and perfected replacement lien and security interest in the post-petition assets of the Debtor's estate equivalent in nature, priority and extent to the liens and security interests of Webster Bank, in the Pre-Petition Collateral and the proceeds and products thereof, subject to the carve-out. As additional adequate protection, the Debtor will pay to Webster Bank monthly installments of interest on the loan pursuant to the terms of the parties' note. These limited expenses of the Debtor's estate will be deemed to have a lien prior in right to satisfaction from the Debtor's property generated post-petition, including cash collateral, which lien will be senior to the replacement liens or any other liens granted herein: (a) the allowed administrative claims of attorneys and other professionals retained by the Debtor in this case pursuant to the Code Sections 327 and 1103 in the aggregate amount of $25,000; and (b) amounts payable to pursuant to 28 U.S.C. Section 1930(a)(6). A copy of the Order is available at: http://bankrupt.com/misc/ctb15-50094-486.pdf About Scott Swimming Pools Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs, sells and services swimming pools. Its offices and property are located at 75 Washington Road, Woodbury, CT. Scott Swimming Pools filed a Chapter 11 petition (Bankr. D. Conn. Case No. 15-50094) on Jan. 22, 2014. James M. Scott, the Company's president, signed the petition. The case is assigned to Judge Alan H.W. Shiff. The Debtor tapped James M. Nugent, Esq., at Harlow, Adams, and Friedman, P.C., as bankruptcy counsel. The Debtor disclosed that it owed creditors $3.79 million. SOTERA WIRELESS: Employees Misappropriated Masimo Trade Secrets --------------------------------------------------------------- Masimo on Oct. 16 disclosed that the bankruptcy court in San Diego has issued final judgment, holding that Sotera Wireless Employees misappropriated Masimo trade secrets. The misappropriation stems from two former Masimo employees, James Welch and David Hunt, copying thousands of confidential Masimo documents, and using Masimo's trade secrets to benefit Sotera. The Court found clear and convincing evidence that willful and malicious misappropriation exists. The court also found that the actions of Welch and Hunt were "despicable conduct," and that they "consciously disregarded Masimo's rights." The Court has permanently enjoined Sotera from retaining, disclosing, disseminating or using confidential Masimo documents, originating from either James Welch's or David Hunt's Masimo computers. The Court also enjoined Sotera, until September 16, 2021, from including Mr. Welch in Sotera's Design Control process, including preparing the Customer Needs Document, the Design Input Requirements documentation, the Software Requirements Specification or User Story, implementing software design and the Software Design Specification, the Design Review, the Verification process, the Validation process, developing schematics and other production specifications, and preparing the design history file. David Hunt had not been working at Sotera since 2015. Masimo understands that Mr. Welch is also no longer employed by Sotera. This case was originally the subject of an action in the Superior Court of Orange County filed in May 2013 against Mr. Welch, Mr. Hunt and Sotera. This portion of that case was tried in the bankruptcy court in San Diego after Sotera filed for Chapter 11 bankruptcy in 2016. Thus, the San Diego ruling concerned the misappropriation of Masimo's trade secrets by Sotera. The remaining portion of the Superior Court action against Welch and Hunt remains pending. Joe Kiani, Founder and CEO of Masimo, said, "I am sad that we even had to pursue this case. These were trusted employees. I hope all members of Masimo's team will adhere to Masimo's guiding principles of ‘remaining faithful to your promises and responsibilities, being driven by fascination and accomplishment, not power and greed, making every day as fun as possible, making themselves better each year, and, doing what is best for patient care.' We believe these guiding principles are critical not only to our success, but to our integrity and humanity." About Sotera Wireless Sotera Wireless, Inc., and Sotera Reseach, Inc., filed Chapter 11 petitions (Bankr. S.D. Cal. Case Nos. 16-05968 and 16-05969) on Sept. 30, 2016. The cases are assigned to Judge Laura S. Taylor. The Debtors are represented by Victor A. Vilaplana, Esq., and Marshall J. Hogan, Esq., at Foley & Lardner LLP. Piper Jaffray & Co. serves as the Debtors' investment banker; Ernst & Young, LLP, as auditor; and Cooley LLP as special counsel. At the time of the filing, Sotera Wireless estimated assets and liabilities at $10 million to $50 million, while Sotera Research estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. On Oct. 20, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Sullivan Hill Lewin Rez & Engel, APLC serves as the committee's legal counsel. SPECTRUM HEALTHCARE: Court OKs Continued Cash Collateral Use ------------------------------------------------------------ The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut has entered a 14th order authorizing Spectrum Healthcare LLC, and its debtor-affiliates to use cash collateral. A hearing on the continued use of cash collateral will be held on Oct. 26, 2017, at 4:00 p.m. As reported by the Troubled Company Reporter on Sept. 6, 2017, the Court previously entered a thirteenth order authorizing the Debtors to use cash collateral of MidCap Funding IV LLC, as assignee of MidCap Financial, LLC, CCP Finance I, LLC, as assignee of Nationwide Health Properties, LLC, as lender under the NHP Loan, CCP Park Place 7541 LLC and CCP Torrington 7542 LLC as agents for NHP with respect to the NHP Lease, Love Funding Corporation, the Secretary of Housing and Urban Development as additional secured party with LFC, and the State of Connecticut Department of Revenue Services. The Court has authorized the Debtors to pay only their current expenses as reflected in the budget, which Budget will include payment of $5,000 per week for use-and-occupancy to the CCP Landlords; provided, however, that Spectrum Manchester Realty or its assignee, MidCap, as the case may be, and the CCP Landlords reserve the right to assert any accrued but unpaid rent or other lease obligations owed or to become owed to them, respectively, as administrative expense claims, which Administrative Rent Claims will be subordinate to any unpaid, non-professional administrative expenses at the conclusion of the sale process contemplated by this Order or any wind down process that may occur in these cases, except, as to the subordination, to the extent of $6,000 per week of rent for each of the CCP Landlords and Spectrum Manchester Realty or its assignee, MidCap, as the case may be, starting as of Jan. 13, 2017; provided further, however, that (i) the Administrative Rent Claims will only be payable upon further court order to the extent that funds are available to pay the Administrative Rent Claims; and (ii) nothing herein will affect any rights of the CCP Landlords, Spectrum Manchester Realty or its assignee, Midcap, or any other party, under Section 365(d)(4) of the U.S. Bankruptcy Code. If the payment of any line item in the Budget is more than 5% of the budgeted item or the item is not included in the Budget, then in that event, the Debtors will not pay same unless this procedure is followed: the Debtors will notify by fax or e-mail the Secured Parties and each Secured Party's counsel of the item to be paid and an explanation; if no objection is received by the Debtors from any of the Secured Parties or any Secured Party's counsel within one business day from receipt of notice, their consent will be deemed to be given for the expenditure. If any of the Secured Parties do object (through counsel or otherwise), then in that event, a conference will be set up before the Court or other person as designated by the Court to resolve the objection and its decision will be binding. The Debtors will provide and make available to Secured Parties and each Secured Party's counsel any and all reports, income statements and balance sheets within 30 days after the end of the month, weekly cash reports showing inflows and outflows in reasonable detail, budgets, occupancy rates per facility on a weekly and monthly basis, payroll and tax information per facility any other reasonable requests for financial or operational information. Each Friday at noon (Eastern), starting April 7, 2017, and without prior request from any Secured Party or the Committee, the Debtors shall provide to the Secured Parties and each Secured Party's counsel and the Committee a written reconciliation showing actual receipts and disbursements for the preceding week compared with the Budget. In addition, the Debtors will provide to the Secured Parties and each Secured Party's counsel and the Committee accounts payable reports on a monthly basis no later than the 20th day of the month following the month to be reported. Unless stated otherwise in this paragraph, all requested information will be sent via email to counsel for Secured Parties within two business days after the request is made. For the avoidance of doubt, all notices required to be given to a Secured Party pursuant to the court order will also be given simultaneously to such Secured Party's counsel. All collections (whether paid by wire or check) will continue to be paid into the Collection Accounts. The funds in the Collection Accounts will be swept, each business day, into the Payment Accounts. The Funds will continue to constitute cash collateral and will not be applied by MidCap to the Revolver. The Funds will be promptly (within two business days) remitted to the Debtors' operating accounts for use in connection with their operations. The Debtors are authorized to adequately protect Secured Parties by (a) granting to them replacement liens on the Collection Accounts and the debtor-in-possession accounts of the Debtors, nunc pro tunc to the Petition Date, subject to the Exclusion and Carve-Out as contained herein, to the same extent (if any) and with the same validity, enforceability and priority as the MidCap Prepetition Liens, the NHP Prepetition Liens, the CCP Landlords' Prepetition Liens and the LFC Prepetition Liens (along with HUD's lien as additional secured party) had against the Debtors' deposit accounts and other assets prior to the Petition Date, and (b) making weekly adequate protection payments of $10,000 to Midcap starting Sept. 21, 2017, and continuing weekly through the duration of the court order. The Secured Parties are granted an additional replacement lien in cash collateral, accounts including (without limitation) health-care insurance receivables and governmental healthcare receivables and all proceeds thereof whether deposited in the Collections Accounts, any payment account or elsewhere, and other collateral in which each of the Secured Parties held a security interest pre-petition, whether acquired before or after the Petition Date, whether now owned or hereafter acquired, created or arising, and all product and proceeds thereof, to the extent of any diminution of the value of the prepetition security interest, tax lien or setoff or recoupment rights the Secured Parties may claim in the Cash Collateral Accounts or other collateral (including accounts receivable) for the MidCap Prepetition Obligations, the NHP Prepetition Obligations, the CCP Landlords' Prepetition Obligations or the LFC Prepetition Obligations, arising out of the use of the accounts and proceeds by Debtors pursuant to the court order. The additional replacement liens will be effective to the same extent and with same validity, enforceability and priority as the MidCap Prepetition Liens, the NHP Prepetition Liens, the CCP Landlords’ Prepetition Liens, the LFC Prepetition Liens, and any rights of setoff claimed by DRS as against the Debtors' assets prior to the Petition Date. To the extent the adequate protection provided herein to MidCap, the CCP Landlords, as agents for NHP, or CCP Finance proves to be inadequate and inadequacy gives rise to a claim allowable under Section 507(a)(2) of the Bankruptcy Code, the claim will constitute an allowed administrative expense claim against each of the Debtors on a joint and several basis with priority over all other administrative claims in the bankruptcy cases (other than the Carve-Out and the Exclusion), including all claims of the kind specified in Section 503(b) and 507(b) of the Bankruptcy Code. A copy of the court order is available at: http://bankrupt.com/misc/ctb16-21635-568.pdf About Spectrum Healthcare Spectrum Healthcare LLC is a nursing home operator, owning six nursing facilities have 716 beds and employing 725 people. Spectrum Healthcare LLC and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 12-22206) on Sept. 10, 2012. Spectrum Healthcare, LLC, and its affiliates again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. Spectrum Healthcare, LLC, disclosed $282,369 in assets and estimated less than $1 million in liabilities. Affiliate Spectrum Healthcare Derby disclosed $2,068,467 in assets and estimated less than $10 million in debt. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C., serves as their accountant and financial advisor. William K. Harrington, the U.S. Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for the Debtors. STARPORT TRANSPORTATION: Nov. 9 Plan and Disclosures Hearing ------------------------------------------------------------ Judge Cynthia A. Norton of the U.S. Bankruptcy Court for the Western District of Missouri conditionally approved Starport Transportation, Inc.'s disclosure statement filed on Sept. 24, 2017. Nov. 9, 2017, at 8:30 AM is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. Nov. 2, 2017, is the deadline for filing with the Court objections to the disclosure statement or plan confirmation; and submitting to counsel for the plan proponent ballots accepting or rejecting the plan. The Troubled Company Reporter reported on Oct. 11, 2017, that in order to share in a dividend, unsecured creditors must file a proof of claim to assert their unsecured claim within 45 days from the effective date of confirmation. Subject to final review of these claims for classification, and the amount of the claim asserted, for the period of November 2017 through November 2020, the Debtor will pay $1,500 per month to allowed 11 USC Section 506(b) claims, and, after the claims are paid as allowed, then to unsecured claims on a pro rata basis. In the event that income from operations is not sufficient to pay $1,500 per month to these creditors, the Debtor will pay the net from operations after overhead and secured creditor payments first to Section 506(b) claims, then pro rata to unsecured claims. The Debtor will make these distributions in quarterly installments. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mowb17-60184-71.pdf About Starport Transportation Starport Transportation, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Mo. Case No. 17-60184) on Feb. 28, 2017. The petition was signed by Michael Dean Moss, president. The case is assigned to Judge Arthur B. Federman. The Debtor is represented by Angela D. Acree, Esq., at JB James Law Firm, PC. At the time of the filing, the Debtor disclosed $1.01 million in assets and $2.3 million in liabilities. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Starport Transportation, Inc., as of April 19, according to a court docket. TAKATA CORP: Committee Taps Davies Ward as Canadian Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of TK Holdings, Inc., and its debtor-affiliates seeks permission from the U.S. Bankruptcy Court for the District of Delaware to retain Davies Ward Phillips & Vineberg LLP, effective as of August 8, 2017, as Canadian counsel. On June 28, 2017, TK Holdings, in its capacity as the foreign representative of the Debtors, obtained an order of the Ontario Superior Court of Justice, among other things, recognizing the Chapter 11 Cases as "foreign main proceedings" under the Companies' Creditors Arrangement Act, R.S.C., 1985, c. C-36, as amended, recognizing TK Holdings as the foreign representative of the Debtors and granting a stay of proceedings against the Debtors pursuant to Part IV of the CCAA. The services the Committee has requested from Davies are: (a) advise the Committee with respect to the CCAA Proceedings, including, but not limited to, issues that impact the Debtors' estates or otherwise affect the rights and privileges of the Debtors' unsecured creditors; (b) participate in in-person and telephonic meetings of the Committee and any subcommittees formed thereby, as applicable; (c) advise the Committee with respect to all filings and proposed filings in these Chapter 11 Cases, including any plan or reorganization, to the extent such filings implicate the CCAA Proceedings or Canadian law; (d) represent the Committee at all hearings and other proceedings before the Ontario Court and such other courts or tribunals, as appropriate, in connection with the CCAA Proceedings; (e) review and analyze all pleadings filed with the Ontario Court, and advising the Committee with respect to its position thereon and the filing of any response thereto; (f) assist the Committee in preparing pleadings and applications in connection with the CCAA Proceedings, and pursuing or participating in adversarial proceedings, contested matters and administrative proceedings as may be necessary or appropriate in furtherance of the Committee's interests and objectives in connection with the CCAA Proceedings; and (g) perform other legal services as may be necessary or as may be requested by the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code or otherwise under the CCAA. The standard hourly rates charged by Davies are: Partners CAD$8603 to CAD$1,025 Associates & Senior Attorneys CAD$430 to CAD$620 Law Clerks CAD$180 to CAD$475 Articling Students CAD$295 Legal Assistants CAD$50 to CAD$120 Natasha MacParland, partner of Davies Ward Phillips & Vineberg LLP, attests that her firm does not have any connection with the Debtors, their known creditors, other known or potential parties in interest, their respective attorneys or accountants or other professionals, the U.S. Trustee or any person employed in such office of the U.S. Trustee, and does not represent any other entity having an adverse interest in connection with these Chapter 11 Cases or the CCAA Proceedings. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Ms. MacParland disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the Committee in the 12 months prepetition; and -- Davies has developed a prospective budget and staffing plan for the Committee's review and approval. The Firm can be reached through: Natasha MacParland Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, ON, M5V Tel: 416-863-0900 Email: nmacparland@dwpv.com About Takata Corp Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the insurance policies. Sakura Kyodo Law Offices will serve as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as Takata's counsel in the Chapter 15 cases. TAKATA CORP: FCR Taps Greenberg Traurig as Special Counsel ---------------------------------------------------------- Roger Frankel, the Future Claimants' Representative appointed in the Chapter 11 cases of TK Holdings, Inc. and its affiliated debtors and debtors-in-possession, seeks permission from the U.S. Bankruptcy Court for the District of Delaware to retain Greenberg Traurig, LLP as his special counsel, nunc pro tunc to September 27, 2017. Greenberg Traurig will be called upon to assist the Future Claimants' Representative in executing his duties and responsibilities in the chapter 11 cases, including providing litigation and specialized services that the Future Claimants' Representative determines is necessary. Those services may also include, but are not limited to, providing transactional support and addressing settlement matters as requested by the Future Claimants' Representative. Greenberg Traurig's services will not be duplicative of the services provided by Frankel Wyron or Ashby & Geddes. The Future Claimants' Representative requests that Greenberg Traurig be compensated on an hourly basis and reimbursed for the actual, necessary expenses it incurs. Greenberg Traurig has agreed that, unless otherwise agreed to in writing, its hourly rates will not exceed $965 for partners. Greenberg Traurig's hourly rate of legal assistants ranges from $95 to $360. Matthew L. Hinker, shareholder at the law firm of Greenberg Traurig, LLP, attests that his firm, does not have or represent any interest adverse to the interests of the Future Claimants' Representative, the Future Claimants, the Debtors and their estates, or these chapter 11 cases and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mr. Hinker disclosed that: -- Greenberg Traurig has agreed that its hourly rates will not exceed $965, unless otherwise agreed to in writing; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the Committee in the 12 months prepetition; and -- Greenberg Traurig and the Future Claimants' Representative expect to develop a budget and staffing plan for the period from September 27, 2017 through and including December 31, 2017. The Counsel can be reached through: Matthew L. Hinker, Esq. Greenberg Traurig, LLP The MetLife Building 200 Park Avenue New York, NY 10166 Tel: (212) 801-9200 Fax: (212) 801-6400 Email: hinkerm@gtlaw.com About Takata Corp Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the insurance policies. Sakura Kyodo Law Offices will serve as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as Takata's counsel in the Chapter 15 cases. TEMPLE SHOLOM: Plan Confirmation Hearing Set for Nov. 15 -------------------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York approved Temple Sholom's disclosure statement in support of its plan of reorganization, dated July 28, 2017. The hearing to consider confirmation of the Proposed Plan is scheduled for Nov. 15, 2017, at 3:00 p.m. Objections to confirmation of the Proposed Plan must be filed and served not later than Nov. 1, 2017. The Troubled Company Reporter previously reported that unsecured creditors will get full payment with no interest under the plan. The means to fund the Plan will be derived from the sale of the Debtor's real property in Floral Park, New York. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-17-41950-31.pdf About Temple Sholom Temple Sholom sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-41950) on April 21, 2017. The petition was signed by Paul Trolio, managing director. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor hired Gertler Law Group, LLC as counsel. TKL ASSOCIATES: To Pay Unsecured Creditors in Full with 2% Interest ------------------------------------------------------------------- TKL Associates, LLC, filed with the U.S. Bankruptcy Court for the District of Alaska a disclosure statement to accompany its proposed plan of reorganization. Class U-1 under the plan is impaired. This class includes all allowable insider unsecured non-priority claims ($355,758.13). The Debtors will pay this class in full with 2% interest upon successful liquidation of Debtor's property. Class U-2 under the plan is impaired. This class includes all allowable non-insider unsecured nonpriority claims ($165,638.29). The Debtors will pay this class in full with 2% interest upon successful liquidation of the Debtor's property. The Plan will be funded by the revenues generated from rental payments by Alaska's Trophy King Lodge and eventually, a sale of the Debtor’s property. It is anticipated that TKL will pay off all creditors after the sale of the Debtor's property. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/akb17-00253-38.pdf About TKL Associates LLC TKL Associates, LLC, an Alaska Limited liability company filed a Chapter 11 bankruptcy petition (Bankr. D. Alaska Case No. 17-00253) on July 12, 2017. Judge Gary Sparker presides over the case. Dorsey & Whitney LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Drew H. Butterwick, sole member. U.S. TOMMY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: U.S. Tommy, Inc. 3614 Euclid Ave. Cleveland, OH 44115 Type of Business: U.S. Tommy, Inc. operates a hotel known as University Hotel & Suites located at 3614 Euclid Ave., Cleveland, OH, 44115. The Hotel, valued by the Company at $2 million, has 98 rooms and offers free Wi-Fi, free parking and an on-site restaurant/bar. The Company's gross revenue amounted to $1.41 million in 2016 and $1.26 million in 2015. Web site: https://www.universityhotelandsuites.com/ Chapter 11 Petition Date: October 16, 2017 Case No.: 17-16150 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Hon. Jessica E. Price Smith Debtor's Counsel: Richard H. Nemeth, Esq. NEMETH & ASSOCIATES, LLC 526 Superior Avenue NE, # 333 Cleveland, OH 44114 Tel: (216) 502-1300 E-mail: rnemeth@ohbklaw.com mail@ohbklaw.com Total Assets: $3.18 million Total Liabilities: $6.25 million The petition was signed by Robert Lin, secretary/treasurer. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/ohnb17-16150.pdf UPPER PADRE: Trustee Hires Husch Blackwell as Bankruptcy Counsel ---------------------------------------------------------------- Dawn Ragan, the Chapter 11 Trustee for Upper Padre Partners, LP, seeks authority from the United States Bankruptcy Court for the Western District of Texas, San Antonio Division, to employ Stephen W. Lemmon and the law firm of Husch Blackwell LLP as bankruptcy counsel to represent Ms. Ragan in her capacity as Chapter 11 Trustee in the Upper Padre Partners, LP involuntary Chapter 11 bankruptcy. The firm's Professionals who may work on this project and their hourly rates are: Stephen W. Lemmon (partner) $600.00 Rhonda B. Mates (partner) $575.00 Jameson J. Watts (associate) $365.00 Penny Keller (paralegal) $235.00 Stacy Logan (paralegal) $230.00 Stephen W. Lemmon, Esq. of Husch Blackwell LLP attests that neither he nor his firm has any connection with the Debtor, its creditors, or insiders, or any other party in interest, the United States Trustee, or any other person employed in the office of the United States Trustee, and are disinterested persons within the meaning of 11 U.S.C. Sec. 101(14). The Counsel can be reached through: Stephen W. Lemmon, Esq. Husch Blackwell LLP 111 Congress Ave., Suite 1400 Austin, TX 78701 Phone:(512) 479-1148 Fax: (512) 479-1101 Email: stephen.lemmon@huschblackwell.com About Upper Padre Partners, LP Creditors of New Braunfels, Texas-based Upper Padre Partners, LP filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-51045) on May 1, 2017. Alleged creditors who signed the petition are Schlitterbahn NP Water Resort Management, LLC and Waterpark Management, Inc. The Hon. Craig A. Gargotta presides over the case. The Debtor is represented by Thomas Rice, Esq. at Pulman Cappuccio Pullen Benson & Jones as counsel. Dawn Ragan has been appointed as chapter 11 trustee. USAE LLC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The Office of the U.S. Trustee on Oct. 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of USAE, LLC. About USAE LLC USAE LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 17-11778) on September 9, 2017. The Debtor disclosed total assets of $25.25 million and total liabilities of $19.56 million. The petition was signed by Robert Craig, manager. Judge Kevin J. Carey presides over the case. Gellert Scali Busenkell & Brown, LLC represents the Debtor as counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. VALENCE TECHNOLOGY: Roth Partners' Reimbursement Claim Disallowed ----------------------------------------------------------------- Judge Lee Yeakel of the U.S. District Court for the Western District of Texas issued an order affirming the bankruptcy court's order denying the first amended motion of Roth Capital Partners, LLC, for order directing reimbursement of attorneys' fees and costs for the period Oct. 9, 2013, through May 23, 2014, in the case captioned ROTH CAPITAL PARTNERS, LLC, Appellant, v. VALENCE TECHNOLOGY, INC., Appellee, Cause No. A-14-CA-0949-LY (W.D. Tex.). Roth challenges the bankruptcy court's ruling that Roth's attorney's-fees-reimbursement application was not ripe for review because the order granting Roth the Success Fee was on appeal to this court. The court finds that this basis for denying Roth its attorney's fees and costs is now moot. Valence Technologies Inc.'s liability to Roth for the Success Fee is now final, and further, by order rendered August 12, 2016, the bankruptcy court declared the Success Fee an allowed claim and has ordered payment terms. Roth's attorney's-fees claim is at this time not premature. Roth also challenges the bankruptcy court's finding that Roth's motion was a tardy request for an administrative expense because it was not filed within the time limits set by the Plan. Roth argues that the Plan set time limits only for administrative claims that accrued before the effective date of the Plan. Roth argues that its motion related to the Success Fee did not accrue until Roth was awarded its Success Fee by the bankruptcy court on April 29, 2014, which was more than four months after the effective date of the Plan. Thus, contends Roth, the administrative bar date set forth in the Plan is inapplicable to Roth's application for reimbursement of its attorney's fees. Further, Roth argues that the Plan is silent and makes no provision for any deadline for applications for administrative expenses incurred after the effective date of the Plan. Finally, Roth argues that it did not wait an unreasonable amount of time to seek reimbursement of its attorney's fees and costs because it filed its motion approximately one month after the claim accrued. Valence disagrees and argues that based on the Plan's defined term "Administrative Expense" Roth's request for its attorney's fees is late. Valence also argues that a professional is not entitled to post-confirmation fees and expenses brought after the claims bar date established by the Plan. The court agrees with Valence and concludes that assuming Roth could show that it is entitled to recover its attorney's fees and costs, the attorney's fees and costs related to the Success Fee are administrative expenses under the Plan. There are, however, no provisions in the Plan requiring Valence to pay administrative expenses that occur after the bar date. The court concludes that the bankruptcy court did not err in ruling that Roth's attorney's fees and costs incurred in pursuing the Success Fee are not recoverable as administrative expenses. The court concludes that the bankruptcy court's findings of fact stated on the record in open court on July 22, 2014, related to Roth's claim for reimbursement of its attorney's fees and costs for the period of Oct. 9, 2013, through May 23, 2014, are not clearly erroneous. Additionally, the court has reviewed de novo the bankruptcy court's conclusions of law related to Roth's same claim for reimbursement of attorney's fees and costs, which were also stated on the record in open court on July 22, 2014. Thus, the District Court lifts the stay imposed on Sept. 23, 2015, and affirms the bankruptcy court's ruling. A full-text copy of the Judge Yeakel's Memorandum Opinion and Order dated Oct. 10, 2017, is available at https://is.gd/657FTE from Leagle.com. Roth Capital Partners, LLC, Appellant, represented by Allen M. DeBard -- adebard@langleybanack.com -- Langley & Banack, Inc. Roth Capital Partners, LLC, Appellant, represented by Cathrine M. Castaldi -- ccastaldi@brownrudnick.com -- Brown Rudnick LLP, Natalie Friend Wilson -- nwilson@langleybanack.com -- Langley & Banack, Inc, R. Glen Ayers, Jr., Langley & Banack, Randall A. Smith -- rsmith@brownrudnick.com -- Brown Rudnick LLP & Ronald Rus -- rrus@brownrudnick.com -- Brown Rudnick LLP. Valence Technology, Inc., Appellee, represented by Christopher J. Ozburn -- ozburn@slollp.com -- Streusand, Landon & Ozburn, LLP, Gerald James Landon -- landon@slollp.com -- Streusand, Landon & Ozburn, LLP, Richard Detrick Villa -- villa@slollp.com -- Streusand, Landon & Ozburn, LLP, Sabrina L. Streusand -- streusand@slollp.com -- Streusand, Landon & Ozburn, LLP & Seth E. Meisel – smeisel@dbcllp.com -- DuBois, Bryant & Campbell, LLP. United States Trustee, Trustee, represented by Valerie L. Wenger -- Valerie.L.Wenger@usdoj.gov -- Office of the U.S. Trustee. About Valence Technology Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-11580) on July 12, 2012, in its home-town in Austin. Founded in 1989, Valence develops lithium iron magnesium phosphate rechargeable batteries. Its products are used in hybrid and electric vehicles, as well as hybrid boats and Segway personal transporters. The Debtor disclosed debt of $82.6 million and assets of $31.5 million as of March 31, 2012. The Debtor disclosed $24,858,325 in assets and $78,520,831 in liabilities as of the Chapter 11 filing. Chairman Carl E. Berg and related entities own 44.4 percent of the shares. ClearBridge Advisors LLC owns 5.5 percent. Judge Craig A. Gargotta presided over the case. The Company was advised by Sabrina L. Streusand at Streusand, Landon & Ozburn, LLP, with respect to bankruptcy matters. The petition was signed by Robert Kanode, CEO. On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Brinkman Portillo Ronk, PC, served as its counsel. In November 2013, Valence Technology won approval of a reorganization plan that hands ownership of the Company to secured lender Berg & Berg Enterprises LLC. The plan, originally filed in August 2013, has Berg taking the new stock in exchange for $50 million of the $69.1 million it's owed. The bankruptcy plan was approved at a Nov. 13, 2013, confirmation hearing. The other $19.1 million owing to Berg would become a new loan not paid until after other creditors. Unsecured creditors are to be paid in full on their $5.2 million in claims, with half on emergence from bankruptcy and the remaining half one year later. VELLANO CORP: Committee Taps Hinman Howard & Kattell as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of The Vellano Corporation seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to retain Hinman, Howard & Kattell LLP as attorneys to the Committee, nunc pro tunc to October 2, 2017. The professional services Hinman Howard will be required to render are: (a) advise the Committee of its rights, duties and powers in this Chapter 11 case; (b) assist, advise, and represent the Committee in its consultation with the Debtor relative to the administration of this Chapter 11 case; (c) assist, advise, and represent the Committee in investigating and analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales or dispositions; (d) attend meetings and negotiate with the representatives of the Debtor and secured creditors and other parties in interest; (e) assist and advise the Committee in its examination, investigation, and analysis of the conduct of the Debtor's affairs; (f) assist the Committee in the review, analysis, and negotiation of any plan of reorganization or liquidations that may be filed and to assist the Committee in the review, analysis, and negotiation of the disclosure statement accompanying any plan of reorganization or liquidation; (g) assist the Committee in the review, analysis, and negotiation of any financing or funding agreements; (h) take all necessary actions to protect and preserve the interests of the Committee, including, without limitation, the prosecution of actions on its behalf, negotiations concerning all litigation in which the Debtor is involved, and review and analysis of all claims files against the Debtor's estates; (i) generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports, and papers in support of positions taken by the Committee; (j) appear, as appropriate, before the Court, the Appellate Courts, and other courts in which matters may be heard and to protect the interests of the Committee before said Courts and the United States Trustee; (k) perform such other legal services as may be required or deemed to be in the interests of the Creditors' Committee; and (i) perform all other necessary legal services in these cases. Hinman Howard's current hourly rates are: Partners $300 Associates $200 Paraprofessionals $85 There will be a $9,000 retainer paid by the Committee. Harvey D. Mervis, Esq., partner at Hinman Howard & Kattell LLP, attests that his firm does not hold or represent any interest adverse to the Committee with respect to the matters for which it is being retained; Hinman Howard is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code; and neither firm nor its professionals have any connection with the debtor, its estate, or creditors. The Firm can be reached through: Harvey D. Mervis, Esq. HINMAN, HOWARD & KATTELL LLP 80 Exchange St. P.O. Box 5250 Binghamton, NY 13902-5250 Tel: (607) 723-5341 Email: hmervis@hhk.com About The Vellano The Vellano Corporation -- http://www.vellano.com/-- is a veteran-owned business in the water and waste industry. It provides water services, sewer services and industrial supplies. The Debtor has 14 branch locations in six states: New York, Massachusetts, New Hampshire, Rhode Island, Alabama and Georgia. It employs more than 100 people. The Vellano Corporation sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 17-11348) on July 21, 2017, disclosing total assets at $5.81 million and total liabilities at $15.65 million. The petition was signed by Paul Vellano, as authorized representative. The Debtor tapped Richard H. Weiskopf, Esq., at The De Lorenzo Law Firm as counsel. William K. Harrington, the United States Trustee for Region 2, on Sept. 7 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The Vellano Corp. VIERA CHARTER: Moody's Rates $18.015MM Revenue Bonds Ba2 -------------------------------------------------------- Educational Facilities Revenue Bonds (Viera Charter Schools, Inc. Project), Series 2017A; Rating: Ba2; Rating Type: Underlying LT; Sale Amount: $18,015,000; Expected Sale Date: 11/02/2017; Rating Description: Revenue: Government Enterprise; Issue: Taxable Educational Facilities Revenue Bonds (Viera Charter Schools, Inc. Project), Series 2017B; Rating: Ba2; Rating Type: Underlying LT; Sale Amount: $485,000; Expected Sale Date: 11/02/2017; Rating Description: Revenue: Government Enterprise; Summary Rating Rationale Moody's Investors Service has assigned an initial Ba2 rating and stable outlook to Viera Charter Schools, Inc. FL's $18.015 million Educational Facilities Revenue Bonds (Viera Charter Schools, Inc. Project), Series 2017A and $485,000 Taxable Educational Facilities Revenue Bonds (Viera Charter Schools, Inc. Project), Series 2017B. The bonds are being issued by the Capital Trust Agency (Agency) on behalf of Viera Charter Schools, Inc., who will serve as Borrower under a Loan Agreement with the Agency as Issuer. The Ba2 rating reflects Moody's expectations for consistent but narrow debt service coverage levels by revenues of this K-8 charter school, which is essentially at full enrollment and favorably demonstrating high academic performance and strong demand in a service area with continued population growth. Strong demand levels and the school's recent charter renewal extending through June 30, 2032, serve to compensate for the school's limited operating history, with an opening in the fall of 2013. The rating incorporates weak liquidity levels that are likely to remain near a covenanted 60 days cash requirement beginning in fiscal 2019, and a high degree of leverage moderated by the lack of future borrowing plans. The Ba2 is also based upon favorable legals including provisions such as the continuation of management services for 90 days following nonpayment, the requirement that a management consultant be hired should coverage or liquidity thresholds be violated, and a reserve account funded at the traditional, three-pronged level. Rating Outlook The stable outlook reflects Moody's expectations for stable, albeit narrow, coverage levels with steadily improving liquidity derived from projected operating surpluses based upon conservative financial forecasts and no required additions to enrollment. Factors that Could Lead to an Upgrade - Substantial and sustained increases in liquidity levels - Significantly strengthened debt service coverage levels - Successful renewal of charter through debt maturity Factors that Could Lead to a Downgrade - Declines in liquidity - Weakened academic performance or erosion of market demand - Deterioration in debt service coverage levels especially relative to MADS requirements Legal Security Debt service payments are secured by loan payments from Viera Charter School Inc., which operates Viera charter school as the Borrower, to Capital Trust Agency, as Issuer. Pursuant to the Trust Indenture, Capital Trust Agency then assigns to the Trustee, for the benefit of bond holders, all its rights under the Loan Agreement and Mortgage. Under the Indenture, pledged revenues consist of Gross Revenues received by the Borrower from operation of the school that are legally available for payment of the Borrower's obligations under the Loan Agreement. Gross revenues primarily consist of (1) state and local funds apportioned to Viera in accordance with the state's statutory formula; (2) charter school capital outlay revenues, which are appropriated annually by the state and then apportioned to charter schools; (3) fees from any before or after school care or pre-school activities; and (4) any payments from third party users, although these may not jeopardize tax-exempt status. Specific to the Series 2017 bonds debt service is also secured by a reserve equal to the least of (1) MADS; (2) 125% of the average annual principal and interest requirements; or (3) 10% of bond proceeds. Draws on the reserve account must be replenished within 12 months in equal payments. The debt service coverage ratio must equal at least 1.1x. Coverage of less than 1.0 times constitutes an event of default, and the Trustee is required to give notice to bondholders. If coverage falls below 1.1x, Viera Charter School Inc. must hire a consultant and implement any recommendations to the best of its ability. On or before 8/15/21, and every five years thereafter, the Borrower must hire a consultant to complete a capital needs assessment over the next five years commencing on the following 8/15. The Borrower must then make equal monthly payments over a five-year period into a required capital maintenance and operating Fund. These funds are held by the Trustee and are positively not included in the required days' cash calculation. The extended period over which the reserve will be funded, however, and the rolling nature of potential balances is viewed as a credit weakness. The additional bonds test (ABT) requires that the Long-Term Debt Service Coverage Ratio (DSC) for the most recent fiscal year must be equal to at least 1.2x and a forecast by an accountant must indicate that DSC for the two consecutive fiscal years, after the facilities are placed in service, inclusive of the new debt, will be at least 1.2x. However, the forecast is not required if debt service coverage, inclusive of the new debt, would have equaled 1.2x in the most recent fiscal year. Apart from the ABT, the school may incur short-term indebtedness not exceeding 15% of Gross Revenues. A revocation of the charter constitutes an event of default. Use of Proceeds The current issuance will be used to acquire the school property through the refinancing of an outstanding operating lease. Bond proceeds will also a debt service reserve equal to the traditional three-pronged test and two years of capitalized interest. Obligor Profile Viera Charter School is a K-8 school located in Viera, Florida, near Melbourne. It operates pursuant to charter school contract with the school board of Brevard County. The schools fall 2017 enrollment of 1,047 is essentially at its full planned capacity of 1,050. Methodology The principal methodology used in this rating was US Charter Schools published in September 2016. WINDSOR PLAZA: Case Summary & 3 Unsecured Creditors --------------------------------------------------- Debtor: Windsor Plaza LLC 3300 S. Dixie Hwy, Suite 1-270 West Palm Beach, FL 33405 Type of Business: Windsor Plaza LLC listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) with its principal place of business located at 952 Fifth Avenue New York, NY 10075. Chapter 11 Petition Date: October 16, 2017 Case No.: 17-12891 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtor's Counsel: James B. Glucksman, Esq. RATTET PLLC 202 Mamaroneck Avenue White Plains, NY 10601 Tel: 914-381-7400 Fax: 914-381-7406 E-mail: jbglucksman@rattetlaw.com - and - Robert Leslie Rattet, Esq. RATTET PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Tel: 914-381-7400 Fax: 914-381-7406 E-mail: rrattet@rattetlaw.com Estimated Assets: $10 million to $50 million Estimated Debt: $1 million to $10 million The petition was signed by Maurice J. Herman, managing member. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-12891.pdf Debtor's List of Three Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ J. Maurice Herman $4,000,000 3330 South Dixie Highway Suite I 270 West Palm Beach, FL 33405 NYS Dept of Tax & Finance $312,720 Bankruptcy Special Procedures P.O. Box 5300 Albany, NY 12205-0300 Rosemary Herman $33,000,000 c/o Law Off Craig Avedisian PC 60 E 42 St - 40th Floor New York, NY 10165 WOMEN AND BIRTH: Wants to Use Cash Collateral Until Dec. 1 ---------------------------------------------------------- The Women and Birth Care, Inc., and secured creditor ZB, N.A., d/b/a Zions First National Bank, filed with the U.S. Bankruptcy Court for the District of Utah a stipulation and joint motion for authorization allowing the Debtor to use cash collateral until Dec. 1, 2017. Prior to the Petition Date, the Debtor failed to repay the Zions Bank Loan as and when required, and is therefore currently in default of its payment and other obligations to Zions Bank under the Zions Bank Loan Agreement. As of Aug. 31, 2017, the balance due and owing by the Debtor under the First Note incurred by Zions Bank was $4,578, which amount included: (i) a principal balance due and owing in the amount of $3,776; (ii) accrued interest in the amount of $298.9; (iii) collection costs & fees in the amount of $400, and (iv) late fees in the amount of $103. As of Aug. 31, 2017, the balance due and owing by the Debtor under the Second Note, not including any attorney fees or costs incurred by Zions Bank, was $78,199, which amount included: (i) a principal balance due and owing in the amount of $65,753; (ii) accrued interest in the amount of $4,381; (iii) collection costs & fees in the amount of $7,009, and (iv) late fees in the amount of $1,056. In addition, Zions Bank has incurred, and continues to incur, additional fees and costs, including attorney fees and costs, in this matter and otherwise relating to the Debtor's defaults of its payment and other obligations to Zions Bank, which fees and costs are also recoverable by Zions Bank under the terms and conditions of the Zions Bank Loan Agreement. The Debtor has informed Zions Bank that it has an immediate need for the use of cash collateral in order to meet the current expenses, continue operation of its business, and enhance the possibility of a successful reorganization. Without the funds the Debtor would not be able to pay wages, salaries, operating expenses or purchase inventory and supplies. In an effort to avoid immediate and irreparable harm to its business and chapter 11 bankruptcy estate, the Debtor has requested that Zions Bank consent to the Debtor's use of the cash collateral in the ordinary course the operation of the Debtor's business. Based upon the Debtor's representations, Zions Bank has agreed, subject to the terms and conditions of the Agreement, to consent to the Debtor's use and continued use of the collateral, including the cash collateral. The Debtor agrees that, as of the date of the Agreement, Zions Bank has a valid, enforceable, and fully secured claim against the Debtor in the bankruptcy case in full amount of the Zions Bank Loan Balance -- $82,777 as of Aug. 31, 2017. The Debtor also agrees that Zions Bank is entitled to have the foregoing amounts augmented by any and all additional interest, fees, and costs -- including reasonable attorney fees and costs -- to the extent allowed by 11 U.S.C. Section 506(b), all without the need for Zions Bank to file any proof of claim in the case. In exchange for, and as adequate protection to, Zions Bank for the Debtor's possession and use of the Collateral during the pendency of the case, including the Debtor's use of the cash collateral during the Agreement Term and according to the terms and conditions of the Agreement, the Debtor agrees to make monthly adequate protection payments to Zions Bank in the amount of $4,100 each, starting on or before Oct. 2, 2017, and due on or before the 1st day of each month thereafter, as further set forth in the Agreement. Approval of the Agreement by the Court will not be a condition precedent to the Debtor's payment obligations under the Agreement. As further adequate protection and a condition of continued use of the credit under the Zions Bank Loan Agreement, the Agreement, and the Debtor's use of the cash collateral; to secure against diminution in the value of the collateral and cash collateral; and to secure the Debtor's obligations under the Zions Bank Loan Agreement and the Agreement, the Debtor grants to Zions a continuing post-petition first priority security interest in and lien upon the same collateral set forth in the Security Agreement and which the Debtor's estate acquires after the Petition Date upon which Zions Bank had a prepetition lien. The Post-Petition Liens will be deemed valid, enforceable and duly perfected as of the Petition Date and no filing or other act in accordance with applicable non-bankruptcy law will be necessary to create or perfect the liens and security interests. As further adequate protection, the Debtor acknowledges that in any sale of or which includes the collateral under 11 U.S.C. Section 363 (whether pursuant to a plan of reorganization or otherwise), Zions Bank will have the right to credit bid pursuant to 11 U.S.C. Section 363(k) with respect to the collateral. The Debtor further agrees that any plan of reorganization proposed by the Debtor, either by itself or in conjunction with any third party, will provide Zions Bank with an allowed fully secured claim, including all unpaid principal, interest, late fees and other charges, including any attorney fees or costs incurred by Zions Bank relating to the Zions Bank Loan Agreement through Aug. 31, 2017, in the amount of $82,776.75, plus additional interest, fees, and other costs -- including reasonable attorney fees and costs incurred by Zions Bank after Aug. 31, 2017, to the extent authorized and allowed by 11 U.S.C, Section 506(b). Interest on the Zions Bank Claim will accrue at the fixed rate of 6% per annum. The Zions Bank Claim will be paid in full through equal monthly installment payments in the amount of $4,100 each, starting Oct. 2, 2017, and continuing each month thereafter until Oct. 1, 2019, along with a final payment for any amount still left due and owing on the Zions Bank Claim, if any, by Nov. 1, 2019. A copy of the Stipulation is available at: http://bankrupt.com/misc/utb17-27013-62.pdf Zions Bank is represented by: David H. Leigh, Esq. RAY QUINNEY & NEBEKER P.C. 36 South State Street, Suite 1400 Salt Lake City, Utah 84111 E-mail: dleigh@rqn.com About Women and Birth Care Women and Birth Care, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 17-27013) on Aug. 11, 2017. Rebecca McInnis, its president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge William T. Thurman presides over the case. Huntsman Lofgran, PLLC, serves as counsel to the Debtor. Julia D. Kyte was appointed as patient care ombudsman in the Debtor's case. WORDSWORTH ACADEMY: Seeks Approval of Disclosure Statement ---------------------------------------------------------- Wordsworth Academy, et al., filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve its disclosure statement with respect to its joint chapter 11 plan, dated Oct. 6, 2017. The Debtors propose and request that the Court establish the following dates with respect to the approval of the Disclosure Statement and the confirmation of the Plan: * October 30, 2017: Deadline for objections to adequacy of the Disclosure Statement. * November 1, 2017: Hearing to approve the Disclosure Statement and Voting Record Date. * November 30, 2017: Deadline for objections to confirmation of the Plan. * December 4, 2017: Deadline for submission of ballots on the Plan. * December 6, 2017: Confirmation hearing. The Plan contemplates the reorganization of the Debtors and the resolution of all outstanding Claims against, and Interests in, the Debtors. Subject to the specific provisions set forth in the Plan, all Claims will be satisfied by cash payments to be issued by the Debtors or, where expressly indicated, funding received from Public Health Management Corporation. Because the Debtors are non-profit entities, there are no Interests to be canceled. Wordsworth's ownership interest in Debtors Wordsworth CUA 5, LLC and Wordsworth CUA 10, LLC, which are non-profit entities, and the membership interests of the Boards in the Debtors, will be retained only to the extent set forth in the Affiliation Agreement. Class 5A consists of General Unsecured Claims against Wordsworth Academy. Each Holder of an Allowed General Unsecured Claim against Wordsworth Academy will receive, along with each Holder of a Class 5B and Class 5C Allowed General Unsecured Claim a pro rata share of Distributable Cash. Estimated percentage recovery for this class is 5.4%. This class is impaired. Class 5B consists of General Unsecured Claims against Wordsworth CUA 5, LLC. Each Holder of an Allowed General Unsecured Claim against Wordsworth CUA 5, LLC shall receive, along with each Holder of a Class 5A and Class 5C Allowed General Unsecured Claim a pro rata share of Distributable Cash. Estimated percentage recovery for this class is 5.4%. Class 5C consists of General Unsecured Claims against Wordsworth CUA 10, LLC. Each Holder of a Class 5C Allowed General Unsecured Claim against Wordsworth CUA 10, LLC shall receive, along with each Holder of a Class 5A and Class 5B Allowed General Unsecured Claim a pro rata share of Distributable Cash. Estimated percentage recovery for this class is 5.4%. On or as of the Effective Date, the distributions provided for under the Plan will be made by the Debtors from funds on hand that were (a) obtained from PHMC in the form of Distributable Cash and pursuant to the Affiliation Agreement, (b) from the Siena DIP Facility, and (c) future revenues of the Reorganized Debtors. A lender selected by PHMC will provide financing to satisfy the Initial DIP Financing Facility and the Siena DIP Financing Facility. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/paeb17-14463-336.pdf About Wordsworth Academy Philadelphia, Pennsylvania-based Wordsworth Academy is a non-profit that provides education, behavioral health and child welfare services to children and youth who have emotional, behavioral and academic challenges. Wordsworth provides services through two Community Umbrella Agencies. CUA 5 provides services to children and families in the 35th and 39th Police Districts in Philadelphia, encompassing much of North Central Philadelphia. CUA 10 provides services to children and families in the 16th and 19th Police Districts in Philadelphia, encompassing much of West Philadelphia. Wordsworth Academy, along with Wordsworth CUA 5, LLC, and Wordsworth CUA 10, LLC, sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 17-14463) on June 30, 2017. Donald Stewart, the CFO, signed the petitions. Wordsworth Academy estimated assets and debt of $10 million to $50 million. Judge Ashely M. Chan presides over the cases. Dilworth Paxson LLP serves as counsel to the Debtors, with the engagement led by Lawrence G. McMichael, Esq., Peter C. Hughes, Esq., and Anne M. Aaronson, Esq. The Debtors hired Getzler Henrich & Associates LLC as financial advisor, and Donlin, Recano & Company, Inc., as claims and noticing agent. On July 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. XTREME MACHINING: Court Confirms Chapter 11 Plan of Reorganization ------------------------------------------------------------------ Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania approved Xtreme Machining, LLC's disclosure statement and confirmed its reorganization plan, dated August 15, 2017. The Debtor's Plan of Reorganization is in accord with the terms, condition, and provisions of the Code, is proposed in good faith and is feasible and Confirmable. The Stipulation as to the treatment of the claims of the Commonwealth of Pennsylvania, Department of Revenue filed on Sept. 25, 2017, and approved by the Court will govern the treatment of the claims of the Commonwealth of Pennsylvania, Department of Revenue notwithstanding any provision of the Plan which may provide for alternate treatment of the claim(s). The Stipulation as to the treatment of the claims of the Commonwealth of Pennsylvania, Department of Labor and Industry filed on Sept. 26, 2017, and approved by this Court will govern the treatment of the claims of the Commonwealth of Pennsylvania, Department of Labor and Industry notwithstanding any provision of the Plan which may provide for alternate treatment of the claim(s). Under the Plan filed August 15, the unsecured claims, which are not entitled to priority against the Debtor, total $205,236. This amount includes any claims the Debtor avers are not secured pursuant to 11 U.S.C. Section 506 and any claims bi-furcated pursuant to 11 U.S.C. Section 506. An addition $118,637.80 in general unsecured claims not entitled to priority filed claims in the case bringing the pool of general unsecured claims not entitled to priority to approximately $328,936.41 before any claim objections by the Debtor. The Debtor, at the time of the filing of the Plan, believes that at a minimum, approximately $5,062.51 in this class of claims is objectionable. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-70309-174.pdf About Xtreme Machining Xtreme Machining, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. Pa. Case No. 16-70309) on April 22, 2016. The petition was signed by Robert A. Zelenky, president. The Debtor operates a firearm design and manufacturing facility. The Debtor's customer base includes various firearm manufacturers who sell the Debtor;s end product to the general public. The case is assigned to Judge Jeffery A. Deller. At the time of the filing, the Debtor estimated its assets at $500,000 to $1 million and liabilities at $1 million to $10 million. ZETTA JET: Jonathan King Approved as Chapter 11 Trustee ------------------------------------------------------- Zetta Jet on Oct. 16, 2017, disclosed that Jonathan King has been approved by the Bankruptcy Court to serve as Zetta Jet's Chapter 11 Trustee, overseeing the company's restructuring and business affairs. Mr. King has retained, subject to Bankruptcy Court approval, the global law firm DLA Piper LLP (US) as his counsel, and Seabury Corporate Finance LLC and Seabury Securities LLC as his financial advisor and investment banker. Seabury is a leading global aviation and aerospace financial advisory and investment banking firm. "We look forward to working together with Jon and his team throughout the restructuring process," said Zetta Jet President and CEO Michael Maher. "They bring invaluable experience and resources that will help us successfully complete our Chapter 11 debt restructuring. Having an independent and impartial trustee of Jon's caliber protects the interests of all of our stakeholders." Mr. King is a partner and co-chair of DLA Piper's White Collar, Corporate Crime and Investigations Practice. His primary focus is on white collar crime, and related issues including corporate compliance and internal investigations. He has directed and conducted numerous cross-border investigations. Prior to joining DLA Piper, he served as an Assistant U. S. Attorney in Chicago and an Assistant State's Attorney in the Cook County State's Attorney's Office. Mr. King earned his Bachelor's from the University of Chicago and his J.D. from Northwestern University. Zetta Jet filed its Chapter 11 bankruptcy petition on September 15, 2017. About Zetta Jet USA, Inc. Headquartered in Singapore, Zetta Jet claims to be the world's first truly personalized private airline. Zetta Jet promises to deliver the ultimate in bespoke luxury experiences to a discerning clientele with its unique experience that combines the dedicated Asian service philosophy with the flexibility and 'can-do' spirit of the U.S., adorned with the glamour of Europe's enduring chic on its Bombardier fleet with ultra-long range intercontinental capabilities across the Pacific Rim. Zetta Jet is a FAA-certificated air carrier and the first only part 135 operator authorized to conduct Polar flights, enabling Zetta Jet to optimize routes without limitation. The Company has offices both in Los Angeles and Singapore, and a network of sales and support offices in New York, London, San Jose, Harbin and Singapore. Burbank, California-based Zetta Jet USA, Inc., and its Singapore-based parent, Zetta Jet Pte. Ltd, filed voluntary bankruptcy petitions under Chapter 11 of the U.S. Bankruptcy Code in Los Angeles (Bankr. C.D. Cal. Case No. 17-21386 and 17-21387) on Sept. 15, 2017. Zetta Jet PTE and Zetta Jet USA each estimated assets and debt of $50 million to $100 million. Levene, Neale, Bender, Yoo & Brill L.L.P, serves as counsel to the Debtors. [*] Bentham IMF Launches New Bankruptcy Litigation Funding Platform ------------------------------------------------------------------- Leading commercial litigation funder Bentham IMF is launching a new bankruptcy litigation funding platform to help debtors, creditors and other stakeholders involved in commercial disputes. The initiative will be led by New York bankruptcy lawyer Ken Epstein, who joins the company as an investment manager and legal counsel. Mr. Epstein was formerly a managing director in the restructuring group at MBIA, a financial guarantor. He started his career in the financial restructuring group at Cadwalader, Wickersham & Taft. At the same time, Bentham announced the appointment of experienced in-house corporate and financial services lawyer Christopher Young as Corporate Counsel, helping structure and negotiate the company's growing portfolio of investments. With its new platform, Bentham will provide non-recourse funding to debtors-in-possession, creditors and official committees, chapter 11 trustees and post-confirmation estates. Funding proceeds can be used by individual litigants to defray the cost of expensive and lengthy litigation, or to hedge against an adverse judgment or appeal ruling. For undercapitalized trust estates, money can be made available immediately for distribution to creditors, to meet administrative and operating costs of professionals, or for costly pre-litigation or pre-confirmation claims analyses. "While we've funded bankruptcy-related matters before at Bentham, we felt an opportunity existed to create a focused unit to cover the broader waterfront of corporate insolvencies and financial restructurings," said Allison Chock, Bentham's U.S. Chief Investment Officer. "Today's bankruptcy matters are among the most complex and expensive to litigate due to the multitude of claims, the time to resolution and the number of competing interests involved. And they're frequently the source of contentious litigation, which can be burdensome for bankruptcy estates and litigation trusts to carry. Bentham has substantial capital to commit to assist claimants and counsel in maximizing the value of potential recoveries in bankruptcy cases." Bentham also provides funding to law firms that take matters on contingency, an arrangement increasingly popular among clients and generally accepted by bankruptcy judges. Law firm funding helps provide clients with access to high-quality counsel and trial experts. Lawyers taking cases on contingency can share their fee risk with Bentham, positioning them to win more engagements and increase financial returns. "Bentham is one of the world's premier commercial litigation funders," Mr. Epstein said. "I'm excited to help launch and lead this new platform, which should attract great interest in the bankruptcy community as an important source of capital for debtors and creditors alike, as well as trustees, estate representatives and their law firms. It's all about maximizing the value of the bankruptcy estate, and leveling the playing field in litigation against well-heeled defendants." Mr. Epstein has extensive debtor and creditor-side restructuring experience across multiple industries both in the U.S. and abroad. A graduate of Brooklyn Law School, he has taught bankruptcy law at Cardozo Law School, advised and served on distressed company boards, authored numerous articles and spoken on panels about bankruptcy-related topics. He is also certified as an insolvency and restructuring advisor by the AIRA. The new bankruptcy offering adds a key target for funding as Bentham continues to broaden its U.S. presence. Earlier this year, its parent company IMF Bentham Limited, one of the world's oldest and most successful commercial litigation funders, launched a $200 million vehicle expressly to finance its growing portfolio of U.S. cases and investments. More recently, the Company launched A$150 million of additional investment vehicles to fund investments in Australia, Asia, Canada and Europe. Charlie Gollow, Bentham's U.S. Chief Executive, said, "We think this is an excellent time to devote more resources and capital to restructurings. Despite the health of the U.S. economy, there are stresses in numerous sectors from retail and energy to healthcare and technology. We've fielded frequent opportunities in the past several years to fund law firms and claimants involved in insolvency disputes -- with the addition of Ken Epstein and a dedicated platform, we expect to see bankruptcy matters become a more prominent part of our U.S. portfolio. At the same time, we welcome new corporate counsel Chris Young to help serve our in-house legal needs as we continue to grow our American business." Background on Christopher Young In his new role as Corporate Counsel, Christopher Young will advise and represent Bentham's investment team in the U.S. as well as IMF's international staff on U.S. corporate legal issues. He is a seasoned corporate and commercial lawyer with experience handling investment contracts, distressed loan and bankruptcy claim trades, leveraged credit facilities and corporate restructurings. He also has experience on employment matters and strategic initiatives. He previously spent over five years as Vice President and Counsel with Royal Bank of Scotland, where he advised RBS' U.S. Financing & Risk Solutions and UK Commercial & Private Banking franchises, while covering general U.S. corporate matters. Before joining RBS, he held positions an associate at the firms of Andrews Kurth LLP and Carter Ledyard & Milburn LLP. A graduate of Yale University, Mr. Young earned his JD from Cardozo Law School and received an LLM in Taxation from New York University. About Bentham Bentham IMF is the U.S. arm of IMF Bentham Limited (asx:IMF), one of the most successful litigation funding companies in the world, with a portfolio that has a total claim size value of $3.8 billion AUD. The companies have 11 offices throughout the world and provide funding to clients in the U.S., Australia, Canada, New Zealand, Hong Kong and Singapore. They have funded to completion more than 162 cases in the past 16 years, generating over $2.1 billion AUD in recoveries and achieving a 91% success rate, with their clients retaining an average of 62% of all case proceeds. ********* 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 2017. 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 or Nina Novak at 202-362-8552. *** End of Transmission ***