/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180808.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, August 8, 2018, Vol. 22, No. 219 Headlines 1141 REALTY: Wants Up To $2.5-Mil. Financing From Premier Flatiron 508 ROUNDHILL: Hires Charmoy & Charmoy as Counsel ACHAOGEN INC: Incurs $50 Million Net Loss in Second Quarter ACI WORLDWIDE: Moody's Rates New Unsec. Notes 'B2', Outlook Stable ACIS CAPITAL: HCM Objects to Conditional Approval of Plan Outline ACIS CAPITAL: Plan Proposes Three Alternatives for Creditors ACTIVE CARE: Committee Hires Orrick Herrington as Co-Counsel ADVANCE CORE: Case Summary & 2 Unsecured Creditors AGS ENTERPRISES: Creditors' Trustee Taps Locke Lord as Counsel ALGODON WINES: Creates Subsidiary to Sell Products from Argentina ALLIANCE SECURITY: Unsecured to Get 2.5% Dividend in 5 Years ARABELLA EXPLORATION: Sets Amended Bid Procedures for All Assets BAILEY FOUR: Case Summary & 17 Unsecured Creditors BIG E AUTOMOBILE: Taps Donald A. Bailey as Legal Counsel BIOSCRIP INC: Reports $17.9 Million Net Loss for Second Quarter BRANDENBURG FAMILY: Taps KREP as Real Estate Broker BRIAN DUEHN: $60K Sale of Brent 1596 Grain Cart to Leebrick Okayed CADIZ INC: Reports Second Quarter Net Loss of $6 Million CALHOUN SATELLITE: $900,000 Sale of Property to IMS Approved CARDIOVASCULAR MEDICAL: $8K Private Sale of Medical Records Okayed CATALENT PHARMA: Moody's Hikes Rating on Sr. Secured Loans to Ba2 CELLECTAR BIOSCIENCES: Collaborates with Orano Med to Develop Drug CHARLESDALE ASSOCIATES: Seeks Retroactive Employment of Counsel COWBOYS FAR WEST: Case Summary & 13 Largest Unsecured Creditors CRYSTAL ENTERPRISES: Court Denies Disclosure Statement DATACONNEX LLC: Charge Access Buying Assets for $2.5 Million DAVID DUEHN: $150K Sale of John Deere Tractor to Sullivan Approved DEL FRISCO'S: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable DTZ US: Moody's Gives 'B2' CFR & Rates New 1st Lien Term Loan 'B1' EARL DAVIS: $938K Private Sale of Brooklyn Property to 1334 Okayed EEI ACQUISITION: Mason Steel Buying All Assets for $2.6 Million EQUUS PROPERTIES: Singh Buying Las Vegas Property for $735K FARNAN INC: Seeks Sept. 28 Plan Exclusivity Period Extension FLORIDA PAVEMENT: Seeks to Hire Nperspective, Appoint CRO GIBSON BRANDS: Delaware Court Approves Disclosure Statement H2O BAGEL: Affiliates Tap Shraiberg Landau as Legal Counsel HEAVEN'S TREASURES: Plan Filing Period Exclusivity Moved to Oct. 28 HJH CONSULTING: Exclusive Plan Filing Period Extended Until Aug. 30 HLF FINANCING: Moody's Rates $400MM Sr. Unsecured Bonds 'B1' INFINITE HOLDINGS: Reeves Buying Oakland Property for $1.5MM JTM STEAKS: Taps Dal Lago Law as Legal Counsel KAPPA DEVELOPMENT: Proposes an Auction Sale of Personal Property KARIA Y WM: Exclusive Solicitation Period Extended to Oct. 10 LATITUDE SOLUTIONS: Gustin Judgment Sold to Glacier for $4.6M LAYFIELD & BARRETT: Trustee Taps KW Park City as Broker LOCKWOOD HOLDINGS: Aug. 27 Auction of All Assets LOVEJOY'S FAMILY: Case Summary & 20 Largest Unsecured Creditors LUCKY DRAGON: CarMax Buying 2015 Cadillac Escalade ESV for $37K MAURICE SPORTING: American Material Buying Assets for $275K METRO AUTOMOTIVE: $850,000 Private Sale of Miami Property Approved MLLD TRUCKING: Proposes Online Auction of Personal Property NATIONAL STORES: Case Summary & 30 Largest Unsecured Creditors NATIONAL STORES: Files Chapter 11 to Facilitate Restructuring NOON MEDITERRANEAN: Case Summary & 20 Largest Unsecured Creditors NRG REMA: S&P Withdraws 'CCC-' Issuer Credit Rating OUTBACK DEVELOPMENT: Plan Outline Okayed, Plan Hearing on Sept. 19 PARADIGM TELECOM: Taps Fuqua & Associates as Legal Counsel PAYSON PETROLEUM: Trustee's $700K Sale of Grayson Property Approved PEN NATIONAL: Moody's Confirms Ba3 Corp. Family Rating PENN NATIONAL: S&P Affirms B+ Issuer Credit Rating, Outlook Stable R.E. GAS DEVELPMENT: Aug. 16 Auction of All Assets Set REAL MEX: Files Voluntary Chapter 11 Petition to Facilitate Sale REVENUE CYCLE: Case Summary & 20 Largest Unsecured Creditors RISE ENTERPRISES: Unsecured Claimants to Receive 5% Over 72 Months RITCHIE RISK-LINKED: Seeks to Hire Duff & Phelps, Appoint CRO SAMBILL LLC: Exclusive Plan Filing Period Extended Until Sept. 10 SAN PEDRO WATERFRONT: Taps Haberbush & Associates as Legal Counsel SASCO HILL BRANDS: Sept. 17 Auction of All Assets SM ENERGY: Moody's Rates New $500MM Sr. Unsecured Notes 'B2' SM ENERGY: S&P Rates $500MM New Senior Unsecured Notes 'BB-' SOUTH PLAZA CENTER: Taps Wheeler Real Estate as Manager SPRUHA SHAH: Aimtron Buying Palatine Commercial Property for $2.1M SUNSHINE SEATTLE: Chef Ku Buying Seattle Restaurant for $154K THX PROPERTIES: Sumeer Buying All Assets for $3.2 Million THX PROPERTIES: Sumeer Homes Buying 86 Denton Lots for $3.2M UW OSHKOSH FOUNDATION: $340,000 Sale of Oshkosh Property Approved VCVH HOLDING: S&P Assigns CCC+ Rating to $1.15BB Unsecured Notes VERSCEND HOLDING: Moody's Affirms B3 CFR & Rates 1st Lien Debt B3 VIRTUAL COMMUNICATIONS: U.S. Trustee Forms 4-Member Committee WELLCARE HEALTH: Moody's Confirms Ba2 Sr. Debt Rating WELLCARE HEALTH: S&P Assigns BB Rating to Sr. Unsec Notes Due 2026 WOODBRIDGE GROUP: Booths Buying Carbondale Property for $650K WOODBRIDGE GROUP: Moebius Buying Carbondale Property for $1.5M ********* 1141 REALTY: Wants Up To $2.5-Mil. Financing From Premier Flatiron ------------------------------------------------------------------ 1141 Realty Owner LLC and Flatironhotel Operating LLC ask the U.S. Bankruptcy Court for the Southern District of New York for authorization to obtain up to $2.5 million in postpetition, priming, senior secured, superpriority financing from Premier Flatiron LLC. In exchange, the Debtors will grant allowed superpriority administrative expense claims to the DIP Lender. 1141 Realty Owner will also make the adequate protection payments and release the lockbox funds to the successor prepetition lender as adequate protection for the priming of the Successor Pre-Petition Lender's liens against 1141 Realty Owner's property pursuant to Section 361 of the U.S. Bankruptcy Code. 1141 Realty Owner is party to a certain loan agreement, dated as of April 16, 2015, with Rialto Realty Finance, LLC, the lender in the original principal amount of $22.50 million. Flatironhotel Operating is not a party to this Loan Agreement or any documents ancillary thereto. Pursuant to the Pre-Petition Loan Agreement, 1141 Realty Owner executed two promissory notes: (a) a Consolidated, Amended and Restated Promissory Note A in the amount of $22.5 million; and (b) Promissory Note B in the amount of $2.5 million. Pursuant to the Pre-Petition Loan Agreement, 1141 Realty Owner executed a consolidated, amended and restated mortgage, assignment of leases and rents, fixture filing and security agreement dated as of April 16, 2015. As of the Petition Date, the aggregate principal balance on the Notes due to the Successor Pre-Petition Lender and RMezz was approximately $24,209,486. Monthly interest payments on the Notes is approximately $149,000. Prior to the Petition Date, credit card receipts were sent to a lockbox controlled by the Successor Pre-Petition Lender. The Successor Pre-Petition Lender has prohibited the Debtors from accessing records as to the funds received and held therein, but based upon pleadings filed in the District Court Litigation, it is the Debtors' understanding that there is approximately $183,440 in the Lockbox. There are 13 judgments against 1141 Realty Owner by the City of New York for various violations totaling $35,250; 17 Environmental Control Board judgments totaling approximately $81,090 and one tax warrant by the New York State Department of Taxation and Finance for $354 that also encumber 1141 Realty Owner's property. 1141 Realty Owner has approximately $107,000 due to general unsecured creditors as of the Petition Date. The Debtors requires the DIP Financing to (a) make monthly interest payments on the Notes; (b) to pay certain costs of owning the Property, including taxes, during the pendency of the Chapter 11 cases; (c) pay the costs of operating the hotel; and (d) pay administrative expenses associated with the Chapter 11 cases. The loan is secured by all of the real property of the Debtors. The DIP Lender is willing to provide the DIP Financing to Debtors only on a priming, first priority, senior secured, superpriority basis pursuant to Section 364(d)(1) of the Bankruptcy Code, subject only to the carve-out. Under the proposed DIP Agreement, the Lender will extend credit up to $450,000 on an interim basis and up to $2.5 million on a final basis, in accordance with the budget. The interest rate will be 4% per annum based upon a 360-day year, and is payable in kind by capitalizing accrued interest and adding it to the principal balance of the DIP Financing. Upon the occurrence and during the continuance of a Default, and provided that the Lender will have provided a Notice of Default as provided in Section 6.2 and any applicable cure period has expired, the DIP Loan and all other amounts unpaid and outstanding under the agreement will bear interest at a rate equal to 24% per annum or the Highest Lawful Rate, whichever is greater. The Term of the DIP Loan Commitment will be from the Petition Date through Dec. 31, 2018. Upon the expiration of the Term, unless otherwise extended by Lender, in its sole discretion, all amounts due and owing under the DIP Loan, including interest and fees, will immediately become due and owing to Lender. A copy of the Debtors' request is available at: http://bankrupt.com/misc/nysb18-12341-7.pdf About 1141 Realty Owner 1141 Realty Owner LLC is the fee owner of the Flatiron Hotel, a 62-room boutique hotel located at 9 West 26th Street a/k/a 1141 Broadway in New York, New York. Affiliate Flatironhotel Operating LLC owns the liquor licenses for the restaurant facilities within the Hotel. 1141 Realty Owner LLC and Flatironhotel Operating LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 18-12341) on July 31, 2018. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP, led by Tracy L. Klestadt, and Joseph C. Corneau, serves as the Debtors' bankruptcy counsel. CR3 PARTNERS, LLC, is the crisis management services provider. OMNI MANAGEMENT GROUP, INC., is the claims and noticing agent. 508 ROUNDHILL: Hires Charmoy & Charmoy as Counsel ------------------------------------------------- 508 Roundhill, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Connecticut (Bridgeport) to hire Charmoy & Charmoy as its counsel. The professional services Charmoy & Charmoy will render are: (a) give legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of its business; (b) prepare, on behalf of the Debtor as debtor-in-possession, disclosure statement, answers, orders, reports, plan and other legal papers; (c) perform all other legal services for the Debtor as debtor-in-possession which may be necessary, including the preparation and filing of modified plans, if such are deemed necessary and proper, and to examine, advise and secure the necessary consent in and relating to any executory contracts, which may be material and important to the maintenance of this business, and it is necessary for your applicant as debtor-in-possession to employ an attorney for such professional services. Scott M. Charmoy, member of the firm Charmoy & Charmoy, attests that his firm has no connection with the Debtor nor any other party in interest or their respective attorneys and is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). Charmoy & Charmoy's hourly rates are: Scott Charmoy $375 Cheila Charmoy $450 Paralegal $110 The firm can be reached through: Scott M. Charmoy Charmoy & Charmoy 1700 Post Road, Suite C-9 P.O. Box 804 Fairfield, CT 06824 Phone: (203) 255-8100 Fax : 203-255-8101 Email: scottcharmoy@charmoy.com About 508 Roundhill 508 Roundhill, LLC, is a privately held company in Greenwich, Connecticut. 508 Roundhill filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 18-50991) on Aug. 1, 2018. In the petition signed by Sherri DeVito, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. The case is assigned to Judge Julie A. Manning. Scott M. Charmoy at Charmoy & Charmoy is the Debtor's counsel. ACHAOGEN INC: Incurs $50 Million Net Loss in Second Quarter ----------------------------------------------------------- Achaogen, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $49.96 million for the three months ended June 30, 2018, compared to a net loss of $26.07 million for the three months ended June 30, 2017. Contract revenue totaled $2.6 million for the second quarter of 2018 compared to $1.3 million for the same period in 2017. The increase in contract revenue during the second quarter was primarily related to Biomedical Advanced Research and Development Authority (BARDA) C-Scape contract revenues. As of June 30, 2018, $8.4 million remains under the BARDA C-Scape contract and up to an additional $6.0 million may be available under BARDA contract options. All Achaogen revenue consisted of U.S. government and Gates Foundation funding for the research and development of product candidates. For the six months ended June 30, 2018, the Company reported a net loss of $97.19 million on $4.70 million of contract revenue compared to a net loss of $59.32 million on $8.72 million of contract revenue for the same period last year. As of June 30, 2018, Achaogen had $142.69 million in total assets, $73.78 million in total liabilities, $10 million in contingently redeemable common stock, and $58.91 million in total stockholders' equity. At June 30, 2018, Achaogen had $100.5 million in unrestricted cash, cash equivalents and short-term investments compared to $164.8 million at Dec. 31, 2017. Research and Development expenses in the second quarter of 2018 were $36.9 million, compared to $22.2 million reported for the same period in 2017. The increase in R&D expenses during the quarter was primarily due to a $7.5 million milestone license fee associated with FDA approval of ZEMDRI, increases in R&D headcount, facility expenses, external expenses related to manufacturing ZEMDRI, and external expenses related to C-Scape and early research programs. General and Administrative expenses in the second quarter of 2018 were $20.5 million, compared to $8.9 million for the same period in 2017. The increase in G&A expenses during the quarter was primarily due to increases in G&A headcount, including the field sales team, facility expenses and expenses related to the pre-commercialization of ZEMDRI. Change in warrant and derivative liabilities for the second quarter of 2018 was a $4.6 million gain compared to a $4.2 million gain for the same period in 2017. The increase was primarily due to the change in the estimated fair value of the warrant liability which is mainly driven by the change in the Company's stock price. As of June 30, 2018, there were approximately 45.0 million shares of common stock outstanding. "With the launch of ZEMDRI, a much needed once-daily antibiotic, we are now able to offer healthcare practitioners a new treatment option for patients with certain serious bacterial infections," said Blake Wise, Achaogen's chief executive officer. "We are excited about ZEMDRI's potential to help patients, and we are pleased with the early interest we are seeing from the infectious disease community." Recent Highlights and Upcoming Milestones * ZEMDRI Launch: On July 20, 2018, ZEMDRI was made available for use in the United States. Achaogen has deployed a team of experienced sales and medical professionals to communicate the proper use, efficacy and safety of ZEMDRI, including its once-daily, 30-minute dosing regimen. Greater than 75% of high priority accounts have been engaged in the first two weeks. * ZEMDRI U.S. Approval: On June 25, 2018, the U.S. Food and Drug Administration (FDA) approved ZEMDRI (plazomicin) for adults with complicated urinary tract infections (cUTI), including pyelonephritis, caused by certain Enterobacteriaceae in patients who have limited or no alternative treatment options. * ZEMDRI New Technology Add-On Payment (NTAP) Approval: On Aug. 2, 2018, ZEMDRI received approval from Centers for Medicare & Medicaid Services (CMS) for NTAP, a special designation for new technologies that demonstrate substantial clinical improvement over current treatments. The NTAP payment will provide hospitals with a payment, in addition to the standard-of-care Diagnostic Related Group (DRG) reimbursement, of up to 50% of the cost of ZEMDRI for a period of two to three years, starting on Oct. 1, 2018. * European Marketing Authorization Application (MAA): Achaogen plans to submit a MAA to the European Medicines Agency for plazomicin in the second half of 2018. Other Corporate Milestones * Strategic Update: On July 26, 2018, the Company announced a strategic update and corporate restructuring to improve its cost structure for long-term success; a one-time restructuring charge of approximately $6.0 million is expected in the second half of 2018. A full-text copy of the Form 10-Q is available for free at: https://is.gd/YDbNbP About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a clinical-stage biopharmaceutical company committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen incurred a net loss of $125.6 million in 2017, a net loss of $71.22 million in 2016 and a net loss of $27.09 million in 2015. As of March 31, 2018, Achaogen had $183.10 million in total assets, $70.01 million in total liabilities, $10 million in contingently redeemable common stock and $103.09 million in total stockholders' equity. ACI WORLDWIDE: Moody's Rates New Unsec. Notes 'B2', Outlook Stable ------------------------------------------------------------------ Moody's Investors Service rated ACI Worldwide, Inc.'s new senior unsecured notes at B2. ACI's ratings, including the Ba3 Corporate Family Rating, and the stable outlook are unchanged. Following repayment of the existing 6.375% senior unsecured notes due August 2020, Moody's will withdraw the ratings of the Existing Notes. Assignments: ACI Worldwide, Inc. Senior Unsecured Notes, Assigned B2 (LGD5) ACI intends to use the proceeds of the New Notes to fund the redemption of all of the outstanding Existing Notes. RATINGS RATIONALE ACI's Ba3 CFR reflects ACI's predictable revenue stream, driven by a base of recurring revenues, long term software licensing contracts with renewal rates exceeding 95%, and a large backlog, which accounts for over 75% of annual revenue. The stability of revenues is also supported by ACI's strong market position in payments software. Given the predictable revenues and profitability, and the modest capital expenditure requirements, ACI generates consistently positive free cash flow ("FCF"). Moreover, Moody's expects leverage to be in-line with similarly rated peers, as Moody's expects FCF to debt (Moody's adjusted) to exceed ten percent and debt to EBITDA (Moody's adjusted) approaching 3x over the next year. Nevertheless, ACI has meaningful product concentration, with the Base24 payment processing software platform accounting for over 20% of revenues. As well, the competitive environment is significant, as ACI is competing against large, well-capitalized players such as FIS. ACI has a history of making debt-funded acquisitions, presenting integration risks. The stable outlook reflects its expectation that ACI's revenues will grow organically in the low single digits, which is in-line with its expectation of growth in global payment revenues. Moody's expects that the debt to EBITDA (Moody's adjusted) will slowly improve toward 3x, reflecting EBITDA growth and scheduled debt repayment. The rating could be upgraded if Moody's sees clear evidence that ACI's strategy is producing improved market position, as evidenced by a revenue growth rate exceeding the industry and an expansion of the EBITDA margin (Moody's adjusted) into the upper twenties percent. For an upgrade, Moody's would also expect that ACI would demonstrate a commitment to balancing the interests of shareholders and creditors by reducing leverage through both EBITDA growth and absolute debt reduction such that debt to EBITDA (Moody's adjusted) is sustained below 2.5x and FCF to debt (Moody's adjusted) is sustained above twenty percent. The rating could be downgraded if ACI's revenue growth trails the industry or if Moody's believes that the EBITDA margin (Moody's adjusted) will be sustained below 20%, both of which would indicate that ACI is losing market pricing power. Moody's may also downgrade the rating if ACI engages in debt-financed acquisitions that fail to produce near term financial benefits, such that Moody's believes that FCF to debt (Moody's adjusted) will be sustained in the single digits percent or debt to EBITDA (Moody's adjusted) will remain above 4x. The senior unsecured notes are rated B2, two notches below the corporate family rating as the unsecured notes are structurally subordinated to the senior secured credit facilities (unrated), which comprise the bulk of the debt capital structure. ACI's SGL-2 speculative grade liquidity rating reflects its expectation of good liquidity over the next year. ACI had cash of $59 million as of June 30, 2018 and about $497 million of availability on its $500 million revolver, which matures in February 2022. Moody's also expects free cash flow of at least $100 million over the next year. The SGL-2 also incorporates its expectation that ACI will maintain a cushion of at least 25% on its covenant metrics. The principal methodology used in this rating was Software Industry published in August 2018. ACI Worldwide, Inc., based in Naples, Florida, develops and implements a broad line of software to financial institutions, retailers, and payment processors to facilitate the processing of electronic transactions such as wire transfers and credit and debit card transactions. ACIS CAPITAL: HCM Objects to Conditional Approval of Plan Outline ----------------------------------------------------------------- Highland Capital Management, L.P. filed a supplemental objection to the motion for an entry of an order conditionally approving the disclosure statement filed by Acis Capital Management, L.P. and Acis Capital Management GP, LLC. Highland supplements its prior Objection to the Motion to raise its concerns as to the adequacy of the notice to the noteholders of the CLOs. In particular, Highland submits that not only should notice of the Chapter 11 Trustee’s proposed Plans be provided to the noteholders, which heretofore have received no such notice, but the notice should apprise the Subordinated Noteholders of the CLOs that the Chapter 11 Trustee has not consented to the pay down of the Secured Notes from available cash, despite the advice of Highland as the sub-servicer. By not authorizing this pay down in conjunction with the August 1, 2018 quarterly waterfall payments, the Subordinated Noteholders will be negatively impacted in the approximate aggregate amount of $2.4 million in the next 90 days. Highland urges the Court to require that any notice sent to the noteholders also disclose information to the Subordinated Noteholders to fully apprise them of the Chapter 11 Trustee’s inaction as to the pay down of the Secured Notes with available cash in order that they can fully assess their rights. A general notice about the Plan and Disclosure Statement will not be sufficient in this regard. Counsel for Highland Capital Management, L.P.: Holland N. O'Neil, Esq. Jason B. Binford, Esq. Shiva D. Beck, Esq. Melina N. Bales, Esq. FOLEY GARDERE FOLEY & LARDNER LLP 2021 McKinney Avenue, Ste. 1600 Dallas, Texas 75201 Telephone: (214) 999.3000 Facsimile: (214) 999.4667 Email: honeil@foley.com jbinford@foley.com mbales@foley.com -and- Michael K. Hurst, Esq. A. Barnes, Esq. LYNN PINKER COX & HURST, LLP 2100 Ross Avenue, Ste. 2700 Dallas, Texas 75201 Telephone: (214) 981.3800 Facsimile: (214) 981.3839 Emai: mhurst@lynnllp.com bbarnes@lynnllp.com About Acis Capital Management On Jan. 30, 2018, Joshua N. Terry, as petitioning creditor, filed an involuntary petition against Acis Capital Management, L.P., thereby initiating the Acis LP bankruptcy case. Mr. Terry, as petitioning creditor, also filed an involuntary petition against Acis Capital Management GP, thereby initiating the Acis GP bankruptcy case. On April 13, 2018, after six days of testimony and argument, the Bankruptcy Court entered its findings of fact and conclusions of law in support of orders for relief on the involuntary bankruptcy petitions. Also on April 13, 2018, Diane Reed was appointed as interim Chapter 7 trustee for the Debtors' bankruptcy estates. On April 18, 2018, the Court entered its order directing that the Cases be jointly administered under Case No. 18-30264. On May 4, 2018, the Chapter 7 Trustee filed a motion to convert the cases to Chapter 11. On May 11, 2018, the Court entered an order granting the Conversion Motion. On May 14, 2018, the United States Trustee appointed Robin Phelan as Chapter 11 trustee of the Debtors. Robin Phelan, the Chapter 11 trustee of the Debtors, hired Forshey & Prostok, LLP as counsel, and Winstead PC, as special counsel. ACIS CAPITAL: Plan Proposes Three Alternatives for Creditors ------------------------------------------------------------ Acis Capital Management, L.P. and Acis Capital Management GP, LLC together with the Chapter 11 Trustee Robin Phelan submit a disclosure statement in connection with the Debtors' first amended joint plan dated July 29, 2018. The Plan contains three separate alternative plans for the Debtors, each of which will be voted on separately by creditors. These alternatives are identified in the Plan as Plan A, Plan B and Plan C. If the Bankruptcy Court confirms the Plan, the Plan will be confirmed based on the terms and provisions of only one of the three alternatives. Under Plan A, the Debtors will cease operating. The Transferred Assets will be transferred to a Transferee pursuant to an ATA. Net Cash Proceeds and the Remaining Assets will be transferred to the Acis Trust for administration, liquidation and ultimate distribution to Beneficiaries of the Acis Trust. Under Plan B and Plan C, the business operations of the Debtors will continue after the Effective Date, through the Reorganized Debtor. 100% of the equity interests in the Reorganized Debtor will be owned by Terry. The Acis Trust will also be established under Plan B or Plan C and will, inter alia, receive transfers of certain Assets of the Debtors, including Estate Claims and Estate Defenses, to be administered and liquidated by the Acis Trust. Both the Acis Trust and the Reorganized Debtor will have certain obligations to make Distributions on account of specified Allowed Claims under Plan B or Plan C. The Plan, under each of the Plan A, Plan B and Plan C alternatives, provides for the substantive consolidation of the Debtors for purposes of voting and distributions under the Plan, such that any Claim against either of the Debtors will be deemed to have been filed against the consolidated Debtors. Under Plan A, each holder of an Allowed General Unsecured Claim in Class 4 will receive a Cash Payment equal to the Allowed amount of such holder’s General Unsecured Claim within 60 days of the later of (a) the Initial Distribution Date, or (b) the date on which such holder’s Claim becomes an Allowed General Unsecured Claim. Class 4 is Impaired. Holders of Class 4 Claims are entitled to vote on the Plan. Estimated recovery for this class is 100%. Under Plan B, each holder of an Allowed General Unsecured Claim in Class 4 will receive a promissory note issued by the Reorganized Debtor on the later of (a) that date that is as soon as practicable after the Effective Date, or (b) that date that is as soon as practicable after such holder’s General Unsecured Claim becomes an Allowed Class 4 Claim. Each Unsecured Cash Flow Note will be dated as of the Effective Date, bear interest at the Plan Rate and will mature on that date that is the three years after the Effective Date. Estimated recovery for Class 4 under Plan B is 56% - 103%. In Plan C, each holder of an Allowed General Unsecured Claim will receive a promissory note issued by the Reorganized Debtor on the later of (a) that date that is as soon as practicable after the Effective Date, or (b) that date that is as soon as practicable after such holder’s General Unsecured Claim becomes an Allowed Class 4 Claim. Each Unsecured Cash Flow Note shall be dated as of the Effective Date, bear interest at the Plan Rate and shall mature on that date that is the three years after the Effective Date. Estimated recovery for unsecureds in Plan C is 11% - 103%. To fund the Plan in Plan A and provide the greatest return to Creditors, the Chapter 11 Trustee has agreed to enter into the Plan A Transaction and to transfer the Transferred Assets to the Transferee, which the Trustee anticipates will be Oaktree. For Plan B and C, the Acis Trust will be created as of the Effective Date in accordance with the terms of the Plan and the Acis Trust Agreement. The Debtors and the Estate will be the settlors of the Acis Trust. The reorganized Acis will be the residual beneficiary of the Acis Trust and receive all distributions after all classes of Claims have been paid in full. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb18-30264-11-442.pdf About Acis Capital Management On Jan. 30, 2018, Joshua N. Terry, as petitioning creditor, filed an involuntary petition against Acis Capital Management, L.P., thereby initiating the Acis LP bankruptcy case. Mr. Terry, as petitioning creditor, also filed an involuntary petition against Acis Capital Management GP, thereby initiating the Acis GP bankruptcy case. On April 13, 2018, after six days of testimony and argument, the Bankruptcy Court entered its findings of fact and conclusions of law in support of orders for relief on the involuntary bankruptcy petitions. Also on April 13, 2018, Diane Reed was appointed as interim Chapter 7 trustee for the Debtors' bankruptcy estates. On April 18, 2018, the Court entered its order directing that the Cases be jointly administered under Case No. 18-30264. On May 4, 2018, the Chapter 7 Trustee filed a motion to convert the cases to Chapter 11. On May 11, 2018, the Court entered an order granting the Conversion Motion. On May 14, 2018, the United States Trustee appointed Robin Phelan as Chapter 11 trustee of the Debtors. Robin Phelan, the Chapter 11 trustee of the Debtors, hired Forshey & Prostok, LLP as counsel, and Winstead PC, as special counsel. ACTIVE CARE: Committee Hires Orrick Herrington as Co-Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of ActiveCare, Inc., and 4G Biometrics, LLC, seeks authority from the United States Bankruptcy Court for the District of Delaware (Delaware) to retain Orrick, Herrington & Sutcliffe LLP as co-counsel to the Committee, effective, nunc pro tunc to July 26, 2018. The professional services that Orrick will render to the Committee are: a. provide legal advice with respect to the Committee's powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; b. assist and advise the Committee in its consultation with the Debtors relative to the administration of these chapter 11 cases; c. attend meetings and negotiating with the representatives of the Debtors and other parties in interest; d. assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; e. assist and advise the Committee in connection with any sale of the Debtors' assets pursuant to section 363 of the Bankruptcy Code; f. assist the Committee in the review, analysis and negotiation of any chapter 11 plan(s) of reorganization or liquidation that may be filed and assisting the Committee in the review, analysis, and negotiation of the disclosure statement accompanying any such plan(s); g. take all necessary action to protect and preserve the interests of the Committee, including possible prosecution of actions on its behalf, if appropriate, negotiations concerning all litigation in which the Committee or the Debtors are involved, and if appropriate, review and analysis of claims filed against the Debtors' estates; h. generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports, replies, responses and papers in support of positions taken by the Committee; i. appear, as appropriate, before this Court, the appellate courts, and the United States Trustee, and protecting the interests of the Committee before those courts and before the United States Trustee; and j. perform all other legal services for the Committee that may be necessary and proper in these proceedings. Orrick's current hourly rates are: Partners $925 to $1,450 Counsel $905 to $1,250 Associates $350 to $925 Paraprofessionals $250 to $450 Douglas S. Mintz, a partner at the firm of Orrick, Herrington & Sutcliffe, attests that Orrick is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates and has no connection to the Debtors, their creditors, or other parties in interest. The counsel can be reached through: Douglas S. Mintz, Esq. ORRICK HERRINGTON & SUTCLIFFE LLP Columbia Center 1152 15th Street, N.W. Washington, D.C. 20005-1706 Tel: (202) 339-8518 Email: dmintz@orrick.com About ActiveCare, Inc. ActiveCare, Inc. -- https://www.activecare.com -- is a real-time health analytics and monitoring company that provides self-insured health plans with solutions that significantly reduce the impact and cost of diabetes. ActiveCare, Inc., along with affiliates 4G Biometrics, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11659) on July 15, 2018. In the petitions signed by CEO Mark J. Rosenblum, ActiveCare, Inc., declared total assets of $2,623,458 and 41,787,746 in liabilities. The Hon. Laurie Selber Silversteinis the case judge. The Debtors tapped Polsinelli PC, led by Christopher A. Ward, Esq., as counsel. The U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee tapped Orrick, Herrington & Sutcliffe LLP and Klehr Harrison Harvey Branzburg, LLP, as its co-counsel and RSR Consulting, LLC, as its financial advisor. ADVANCE CORE: Case Summary & 2 Unsecured Creditors -------------------------------------------------- Debtor: Advance Core Solutions, LLC 50 Lake Drive East Windsor, NJ 08520 Business Description: Advance Core Solutions, LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 6, 2018 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 18-25664 Judge: Hon. Michael B. Kaplan Debtor's Counsel: Carlos D. Martinez, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Tpk Wayne, NJ 07470 Tel: 973-696-8391 E-mail: cmartinez@scura.com ecfbkfilings@scuramealey.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Manjari K. Valia, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/njb18-25664.pdf AGS ENTERPRISES: Creditors' Trustee Taps Locke Lord as Counsel -------------------------------------------------------------- The official appointed to administer the creditors' trust in AGS Enterprises, Inc.'s Chapter 11 case seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel. Douglas Herber, the creditors' trustee, proposes to employ Locke Lord LLP to represent him in certain criminal investigations. The primary Locke Lord attorneys who will provide the services are Paul Coggins, Esq., and Kelly Vickers, Esq. The firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Locke Lord can be reached through: Paul E. Coggins, Esq. Kelly R. Vickers, Esq. 2200 Ross Avenue, Suite 2800 Dallas, TX 75201 Tel: 214-740-8104/214-740-8000 Fax: 214-740-8800 Email: pcoggins@lockelord.com Email: kvickers@lockelord.com About AGS Enterprises AGS Enterprises, Inc., and KLN Steel Products Company, LLC, each filed a chapter 11 petition (Bankr. N.D. Tex. Case Nos. 16-34322 and 16-34323, respectively) on Nov. 2, 2016. The cases are jointly administered. In the petitions signed by Kelly O'Donnell, president, the Debtors estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Stacey G. Jernigan. The Debtors initially sought and obtained approval to hire Coats Rose, P.C., as counsel. After Frank Jennings Wright and two others moved to Gardere Wynne Sewell LLP, the Debtors sought and obtained approval to hire Gardere as replacement for Coats Rose. On February 21, 2018, the court confirmed the Debtors' Chapter 11 plan of reorganization. As part of that plan, Douglas Herber was appointed to administer the AGS Creditors' Trust. ALGODON WINES: Creates Subsidiary to Sell Products from Argentina ----------------------------------------------------------------- Algodon Wines & Luxury Development Group, Inc.'s management is presently establishing and managing a new, wholly-owned subsidiary of the Company, Gaucho Group, Inc., a Delaware corporation. The Company's Chairman, President and Chief Executive Officer, Scott L. Mathis, serves as Gaucho Group's president and chief executive officer, and the Company's Chief Financial Officer, Maria I. Echevarria, serves as the Gaucho Group's treasurer and secretary. Currently, Gaucho Group has one director, Scott L. Mathis, with plans to add two additional directors before or during the fourth quarter. Gaucho Group is creating a platform and the infrastructure to manufacture, distribute and sell high end products created in Argentina under the brand name Gaucho - Buenos Aires. Gaucho - Buenos Aires is in the process of developing both its initial products for manufacture and sale and its e-commerce platform. With Gaucho - Buenos Aires, Algodon intends to add a high-end fashion and accessories e-commerce sector to its collection of luxury assets, connecting buyers with some of Argentina's best creative talents that harness the country's unique heritage and artisanship of products such as woven fabrics, leather goods and precious metal jewelry. Unregistered Sales of Equity Securities On March 20, 2018, the Board of Directors of Algodon Wines & Luxury Development Group, Inc. declared a dividend for holders of Series B convertible preferred stock covering the third and fourth quarters of 2017. On May 14, 2018, the Board declared a dividend for the Series B Preferred covering the first quarter of 2018. The Board approved payment of the declared dividends for each of the three quarters either in cash or in shares of common stock. On June 18, 2018, the Company issued 156,036 shares of common stock in connection with the payment of a dividend to certain holders of Series B Preferred totaling $109,225 in lieu of cash. On June 30, 2018, the Company issued 222,155 shares of common stock in connection with the payment of a dividend to certain holders of Series B Preferred totaling $153,241 in lieu of cash. All holders of Series B Preferred receiving the common stock in lieu of cash were accredited investors. No general solicitation was used, no commissions were paid, and the Company relied on the exemption from registration available under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, in connection with the sales. A Form D was filed on June 25, 2018 with the Securities and Exchange Commission and an amended Form D was filed with the SEC on July 16, 2018. Between June 30, 2018 and July 31, 2018, the Company sold 1,166,286 shares of common stock to accredited investors for total gross proceeds of $816,400 pursuant to a private placement. No general solicitation was used, no commissions were paid, and the Company relied on the exemption from registration available under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, in connection with the sales. A Form D was filed with the Securities and Exchange Commission on July 17, 2018, and an amended Form D was filed with the SEC on Aug. 1, 2018. As previously reported, between Feb. 2, 2018 and April 26, 2018, the Company sold convertible promissory notes to accredited investors. The Convertible Notes have a 90-day maturity, bear interest at 8% per annum and are convertible into the Company's common stock at a 10% discount to the price used for the sale of the Company's common stock in the Company's next private placement offering. On June 30, 2018, a total of 1,285,517 shares of common stock were issued to certain holders of Convertible Notes who were accredited investors upon conversion of certain of the Convertible Notes representing $809,875 of principal and accrued interest. For this sale of securities, no general solicitation was used and the Company relied on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering. A Form D was filed previously on May 23, 2018. About Algodon Wines Through its wholly-owned subsidiaries, Algodon Wines & Luxury Development Group, Inc. -- http://www.algodongroup.com/-- invests in, develops and operates real estate projects in Argentina. Based in New York, AWLD operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. AWLD distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Algodon Wines reported a net loss attributable to common stockholders of $8.25 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $10.04 million for the year ended Dec. 31, 2016. As of March 31, 2018, Algodon Wines had $7.78 million in total assets, $5.22 million in total liabilities, $9.02 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $6.46 million. Marcum LLP, in New York, the Company's auditor since 2013, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ALLIANCE SECURITY: Unsecured to Get 2.5% Dividend in 5 Years ------------------------------------------------------------ Alliance Security, Inc., filed with the U.S. Bankruptcy Court for the District of Rhode Island a disclosure statement explaining its proposed Chapter 11 plan dated July 30, 2018. The Disclosure Statement proposes the following classification and treatment of claims: * Class One: Administrative Claims. Administrative claims are all claims for goods and services incurred by the Debtor subsequent to the filing of their bankruptcy case. These claims (other than for professional services by attorneys, other professionals and such other administrative expense claims as would require Bankruptcy Court approval) will be paid in full in accordance with their terms as they come due in the ordinary course of the continuation of the Debtor's business after the Effective Date. If any dispute should arise concerning any claim for such expenses, the dispute will be resolved by the Bankruptcy Court and the allowed claim paid as provided. * Class Two: TD Auto. The Debtor estimates that TD Auto's claim will be approximately $25,000. Under the Plan, TD Auto's claim, which represents of a Debtor's obligations pursuant to a Retail Sales Installment Contract secured by Debtor's 2016 Mercedes Benz M1PV126, will be paid in accordance with TD Auto's prepetition agreement with the Debtor. There are no pre-petition monetary defaults. This class is unimpaired and, therefore, not entitled to vote. * Class Three: Royal Bank. The Debtor estimates that the Royal Bank's secured claim on certain of Debtor's software intangibles will be $10,000, based on the value of its collateral. Under the Plan, Royal Bank's claim will remain secured by a lien on Debtor's Financial Force Software. Royal Bank's secured claim of $10,000 will bear interest at the rate of 5% per annum and will be amortized in 300 equal payments of principal and interest, with the first payment due on the 15th day of the first month following the Effective Date. This class is impaired. * Class Four: Western Equipment. The Debtor estimates that Western Equipment's secured claim on certain of office equipment and furniture will be $10,000, based on the value of its collateral. Under the Plan, Western Equipment will remain secured by a lien on Debtor's office equipment and furniture. Western Equipment's secured claim of $10,000 will bear interest at the rate of five 5% per annum and will be amortized in 300 equal payments of principal and interest, with the first payment due date on the fifteenth day of the first month following the Effective Date. This class is impaired. * Class Five: SCDE&W. The Debtor estimates that the SCDE&W's priority claim will be $1,853.98. Under the Plan, the SCDE&W claim will be paid in accordance with Section 1129(a)(9)(C) of the Bankruptcy Code. Specifically, the SCDE&W will receive payment in full of its claim within 60 days of the Effective Date. This class is unimpaired. Class Six: TWC. The Debtor estimates that the TWC's priority claim will be $1,853.98. Under the Plan, the TWC claim will be paid in accordance with Section 1129(a)(9)(C) of the Bankruptcy Code. Specifically, the TWC will receive payment in full of its claim within 60 days of the Effective Date. This class is unimpaired. * Class Seven: RI DoT. The Debtor estimates that the RI DoT's two priority claims will total $557. Under the Plan, the RI DoT claims will be paid in accordance with Section 1129(a)(9)(C) of the Bankruptcy Code. Specifically, the RI DoT will receive payment in full of its claim within 60 days of the Effective Date. This class is unimpaired. * Class Eight: General Unsecured Claims. The Class 8 Claims are comprised primarily of the claims of the Debtor's prepetition suppliers and service providers. This Class also consists of all other persons or entities holding General Unsecured claims against the Debtor including, but not limited to, potential undersecured claims of the Debtor's various secured creditors (provided they comply with Section IV.G.), as well as any persons or entities asserting damages by reason of the Debtor's rejection of an executory contract or unexpired lease under the terms of the Plan or any motion hereafter filed by the Debtor. This Class also contains any other prepetition claims which are not secured by property of the bankruptcy estate or entitled to priority under Section 507 of the Bankruptcy Code and which exceed $500 in amount. The Claims within this class total approximately $40,000,000. The Plan provides that, with the exception of existing leases specifically identified by the Debtor, any and all executory contracts or unexpired leases not assumed under the Plan and not previously assumed or rejected by the Debtor shall be deemed rejected. Any person or entity asserting damages by reason of such rejection is required under the Plan to file a proof of claim asserting such damage within 30 days after the Confirmation of the Plan, or forever be barred from asserting any such claim. A projected dividend of approximately 2.5% will be distributed to holders of Claims within Class 8. This dividend to be paid to Class 8 Claims will be paid in five annual installments made in December of each year from 2018 through December, 2023. The total of the annual installments will be as follows: 2018: $100,000. 2019: $200,000. 2020: $200,000. 2021: $250,000. 2022: $250,000. Total: $1,000,000. The Debtor reserves the right to prepay the amounts due to Class 8 Claims. This class is impaired and, therefore, entitled to vote. Class Nine: Debtor's Equity Interest. Class 9 will consist of the stock/equity interest of the Debtor. Under the Plan, the Debtor's equity holders will retain the ownership interest in the Debtor in the same percentages as owned prior to the filing of the bankruptcy petition in exchange for a payments totaling $10,000, in an amount in relation to each equity holder's equity interest. This class is unimpaired. The Plan will be funded through the sale of the Debtor's alarm monitoring accounts and existing cash-on-hand in their debtor-in-possession account, which will be used for the distribution on account of Administrative Claims and priority, unsecured claim within 60 days of the Effective Date. The payment of Debtor's General Unsecured Claims will be funded from the net revenues generated through the Debtor’s continued business operations. A copy of the Disclosure Statement is available from PacerMonitor.com at https://tinyurl.com/yae8zj8u at no charge. About Alliance Security Based in Warwick, Rhode Island, Alliance Security, Inc. -- http://www.alliancesecurity.com/-- is a security system supplier. Alliance Security filed for Chapter 11 bankruptcy protection (Bankr. D. R.I. Case No. 17-11190) on July 14, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Jasjit Gotra, its president and CEO. Judge Diane Finkle presides over the case. The Delaney Law Firm LLC, led by William J. Delaney, serves as the Debtor's bankruptcy counsel. William K. Harrington, U.S. Trustee for the District of Rhode Island, on July 27, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee hired Robinson & Cole LLP, as counsel. ARABELLA EXPLORATION: Sets Amended Bid Procedures for All Assets ---------------------------------------------------------------- Arabella Exploration, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize the amended bidding procedures in connection with the sale of substantially all their assets, and of certain holders' operating wells in Reeves County, Texas, at auction. On Feb. 2, 2017, the Debtors filed their Sale Motion asking approval of, among other things, sale and bidding procedures in connection with the sale of substantially all of their assets. The Court approved it on May 5, 2017. The dates associated with the Court-approved sale process have been adjourned since Aug. 10, 2017 pending resolution of litigation initiated by Founders Oil & Gas Operating, LLC and Founders Oil & Gas III, LLC in Adversary Proceeding No. No. 17-04033, which had created a significant cloud on title to the key Assets Debtors, and had a negative impact on the sale in the marketplace. By Order dated June 28, 2018, the Court approved a settlement between the Debtors and Founders resolving the Founders Litigation and clearing the path to a sale process that has Founders' support. Additionally, the Debtors have reached agreement with certain holders of working interests in the Operating Wells to participate in the sale. The following Operating Wells are located in Reeves County, Texas: (i) Graham 1H, API# 42-389-33496; (ii)Locker State 1H, API# 42-389-33483; (iii) Jackson 1H, API# 42-475-36553; (iv) Emily Bell 1H, API# 42-389-33731; (v) Woods 1H, API# 42-389-33680; and (vi) Woods 2H, API# 42-389-34154. The Participating Working Interest Holders are Lynx Production Co., Inc., EWD Permian, Ltd., Danakil Exploration, Ltd., Archer Oil & Gas, LLC, Larry Bartlett, BDV Investments, LLC, Melinda Brown, Lisa Burnett, Cavalier Wahoo, LLP, Drilling Acquisitions, LLC, EHI, LLC, Royce Fletcher, Bradford G Davis, Sooner Oil, LLC, Macfarlane Arabella, LLP, Dolores McCall, Box Six Seven Four, LLC, Evan Investments, LLC and Craig Massey. The Participating Working Interest Holders, who collectively own a material percentage of working interests in the Operating Wells alongside the Debtors, have agreed to market their working interests jointly with the Debtors' working interests and participate in the sale. As part of the agreement with the Participating Working Interest Holders, the Debtors agreed to jointly develop bid procedures as a condition to their participation, including the appointment of a new broker to market the Assets. The salient terms of the Amended Bidding Procedures are: a. Bid Deadline: Sept. 10, 2018 at 5:00 p.m. (CT) b. Assets: Each Bid must clearly state which assets and liabilities of the Debtors that the Qualified Bidders are agreeing to purchase and assume. The Assets to be sold will include, but are not limited to, the Debtors' working interests in the wells known as "Graham," "Locker State," "Emily Bell," "Woods," and "Jackson," as well as the working interests of the participating Non-Ops in said wells. Each Bid must identify which of the foregoing working interests, or combination thereof, the Qualified Bidder agrees to purchase and assume. c. Purchase Price: Each Bid must clearly set forth the purchase price in U.S. dollars to be paid for each individual Asset subject to the applicable Asset package, including and identifying separately any cash and non-cash components. Any Purchase Price under a proposed Bid that includes interests in more than one well will be expressly allocated on a per well basis. d. Deposit: By the Bid Deadline, each Bid must be accompanied by a cash deposit in the amount equal to 5% of the aggregate cash and non-cash Purchase Price of the Bid. e. Assumption of Obligations:: Each Bid must clearly state which liabilities of the Debtors (and/or Non-Ops) the Qualified Bidder is agreeing to assume. f. All of the Assets will be transferred "as is, where is" and "with all faults." g. Auction: The Auction will take place at 10:00 a.m. (CT) on Sept. 18, 2018, at the offices of Murphy Mahon Keffler & Farrier, LLP, 505 Pecan St. Suite 201, Fort Worth, TX 76102-4061. h. Bid Increment: $25,000 i. The Debtors will file notice of the winning bidder with the Court by Sept. 19, 2018. j. Objections, if any, to the Sale of the Assets or the assumption and assignment of the Assumed and Assigned Contracts, are due by no later than 5:00 p.m. (CT) on Sept. 25, 2018. k. The Sale Hearing will commence on Sept. 27, 2018, at 1:30 p.m. (CT). The Debtors believe with the Founders Settlement and the participation of the Participating Working Interest Holders, Debtors are well positioned to maximize the value of the Assets to the greatest extent possible. By the Motion to Amend, the Debtors ask approval of those amended bidding procedures. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Arabella_Exploration_408_Sales.pdf About Arabella Exploration Arabella Exploration, LLC, formed on Oct. 2, 2009, is a wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman Islands corporation. It is an oil and gas exploration company that owns working interests in a number of oil and gas properties and interests. Arabella Exploration filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed the petition. Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41479) on April 4, 2017. The case is being jointly administered with that of Arabella Exploration. Arabella Exploration estimated $1 million to $50 million in assets and liabilities. Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge. Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia, PLLC, serves as counsel to the Debtor. Miller Johnson serves as Battaglia's co-counsel. Rehmann Turnaround and Receivership's Charles Hoebeke is the Debtor's chief restructuring officer. No trustee, examiner or committee has been appointed in the case. BAILEY FOUR: Case Summary & 17 Unsecured Creditors -------------------------------------------------- Debtor: Bailey Four Canyon Ranch Properties, Ltd. 5555 San Felipe, Suite 900 Houston, TX 77056 Business Description: Bailey Four Canyon Ranch -- http://fourcanyons.com-- owns a whitetail breeding ranch located in Houston, Texas. The Company is dedicated to breeding the optimal mix of both Northern and South Texas deer to create the biggest and best deer herd in Texas. Chapter 11 Petition Date: August 6, 2018 Court: United States Bankruptcy Court Southern District of Texas (Victoria) Case No.: 18-60055 Judge: Hon. David R. Jones Debtor's Counsel: Richard L. Fuqua, II, Esq. FUQUA & ASSOCIATES, P.C. 5005 Riverway, Ste. 250 Houston, TX 77056 Tel: 713-960-0277 E-mail: fuqua@fuqualegal.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Kenneth F. Bailey, Jr., manager FKB Enterprises, LLC, GP. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-60055.pdf List of Debtor's 17 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Lyssy and Eckels $222,064 Maxey Energy $12,000 Medina Electric Cooperative $6,508 Vollmar Pond & Lake Management $3,161 Regency Chevrolet $2,493 Frio Air Conditioning $2,480 Burns Nursery $2,367 Agro Equipment Co. $2,221 EF King's Well Service LLC $2,065 Waukesha-Pearce Industries, LLC $1,569 Amerigas $1,153 Sweeten Pools $915 Orkin Pest Control $548 Southwest Texas Communications $515 Directv $439 Reno's Rental $316 Great Lakes Sire Service $64 BIG E AUTOMOBILE: Taps Donald A. Bailey as Legal Counsel -------------------------------------------------------- Big E Automobile Rebuild, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire the Donald A. Bailey as its legal counsel. Professional services Donald A. Bailey will render are: a. prepare records and reports that as required by the Bankruptcy Rules and local rules; b. prepare applications and proposed orders to be submitted to the court; c. identify and prosecute claims as causes of actions belonging to the estate; d. evaluate claims filed and objections to claims as appropriate; e. advice and assist in negotiations with creditors and other parties in interest, and in the formulation of a plan of reorganization; and f. assist the Debtor in performing duties under Sec. 1107 of the Bankruptcy Code. Donald A. Bailey, Esq., the attorney who will be handling the case, charges an hourly fee of $350. Paralegals charge $150 per hour. The counsel does not hold or represent any interest adverse to the Debtor's estate, according to court filings. Helenius can be reached through: Donald A. Bailey, Esq. DONALD A. BAILEY ATTORNEY AT LAW 720 Olive Way, Suite 1000 Seattle, WA 98101 Tel: 206-682-4802 E-mail: donald.bailey@shaferbailey.com About Big E Automobile Rebuild Based in Burien, Washington, Big E Auto Rebuild, Inc. -- http://www.bigeautorebuild.com/-- offers complete auto body shop and auto paint shop services. It has been family owned and operated since 1970 and provides service to Seattle, West Seattle, Bellevue, Renton, SeaTac, Kent and Federal Way areas from the Burien facility. Big E Automobile Rebuild sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-12732) on July 12, 2018. In the petition signed by John Willard, president, the Debtor disclosed $287,786 in assets and $2,633,442 million in liabilities. Judge Christopher M. Alston presides over the case. Donald A. Bailey, Esq. is the Debtor's counsel. BIOSCRIP INC: Reports $17.9 Million Net Loss for Second Quarter --------------------------------------------------------------- BioScrip, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $17.89 million on $175.8 million of net revenue for the three months ended June 30, 2018, compared to a net loss attributable to common stockholders of $32.00 million on $218.1 million of net revenue for the same period during the prior year. For the six months ended June 30, 2018, the Company reported a net loss of $33.56 million on $344.4 million of net revenue compared to a net loss attributable to common stockholders of $54.10 million on $435.9 million of net revenue for the same period last year. As of June 30, 2018, Bioscrip had $566.14 million in total assets, $595.6 million in total liabilities, $3.020 million in series A convertible preferred stock, $84.46 million in series C convertible preferred stock, and a total stockholders' deficit of $116.96 million. The Company reported adjusted EBITDA of $11.40 million, 14% above the prior year quarter, driven by a 510 basis point improvement in gross profit margin and a $3.0 million reduction in operating expenses, reflecting ASC 606 pro forma adjustments. Net cash used in operating activities was $15.1 million, reflecting operational cash use of $7.8 million and interest payments of $7.3 million. At June 30, 2018, the Company had liquidity of $20.8 million a consisting of cash and equivalents. Daniel E. Greenleaf, president and chief executive officer, commented, "BioScrip achieved record second quarter adjusted EBITDA of $11.4 million, up 14% compared to the prior year period, driven by improved core product mix, higher gross profit margin, and ongoing operating expense discipline. We commenced the third quarter with our best sales month of the year during July and are reaffirming our full year 2018 guidance for revenue between $688 million and $698 million*, and adjusted EBITDA between $54 million and $58 million. "We remain increasingly confident that BioScrip can achieve at least $75 million in adjusted EBITDA in 2019 and are positioning the Company for revitalized longer-term revenue growth and enhanced profitability though key initiatives in sales force productivity, revenue cycle management, procurement and managed care relationships." * Implementation of ASC 606 during the first quarter of 2018 resulted in the recognition of amounts previously recorded as bad debt expense as a reduction to revenue. The impact of the change in accounting principle reduced both revenue and bad debt expense by $5.4 million during the second quarter. The implementation of ASC 606 did not impact operating income or Adjusted EBITDA during the second quarter of 2018 and will not impact operating income or Adjusted EBITDA on a go-forward basis. The implementation of ASC 606 in the first quarter of 2018 resulted in a reduction of the Company's 2018 revenue guidance by approximately $22 million but did not impact 2018 Adjusted EBITDA guidance. A full-text copy of the Form 10-Q is available for free at: https://is.gd/UMmKpL About BioScrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc. -- http://www.bioscrip.com/-- is a national provider of infusion solutions that partners with physicians, hospital systems, skilled nursing facilities and healthcare payors to provide patients access to post-acute care services. The Company operates with a commitment to bring customer-focused infusion therapy services into the home or alternate-site setting. By collaborating with the full spectrum of healthcare professionals and the patient, the Company aims to provide cost-effective care that is driven by clinical excellence, customer service and values that promote positive outcomes and an enhanced quality of life for those whom it serves. BioScrip reported a net loss attributable to common stockholders of $74.27 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $51.84 million for the year ended Dec. 31, 2016. As of March 31, 2018, Bioscrip had $586.88 million in total assets, $602.35 million in total liabilities, $2.92 million in series A convertible preferred stock, $81.81 million in series C convertible preferred stock, and a total stockholders' deficit of $100.21 million. * * * In July 2018, Moody's Investors Service upgraded BioScrip Inc.'s Corporate Family Rating to 'Caa1' from 'Caa2'. Moody's said BioScrip's Caa1 Corporate Family Rating reflects the company's very high leverage and weak liquidity. In July 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on BioScrip and removed the rating from CreditWatch, where it was placed with negative implications on Dec. 16, 2016. The outlook is positive. "The rating affirmation reflects our view that, although BioScrip addressed its upcoming maturities by refinancing its senior secured credit facilities and improved its liquidity position, the company's credit measures will remain weak in 2017 with debt leverage of about 14x (including our treatment of preferred stock as debt) and funds from operations (FFO) to debt in the low single digits. We expect the company to use about $15 million - $20 million of cash in 2017, inclusive of cash charges associated with restructuring following the recently announced United Healthcare contract termination." BRANDENBURG FAMILY: Taps KREP as Real Estate Broker --------------------------------------------------- The Brandenburg Family Limited Partnership seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire a real estate broker. The Debtor proposes to employ Kelley Real Estate Professionals to sell its real property located at 3056 Sundown Drive, Chambersburg, Pennsylvania. KREP will get a commission of 6% upon the sale of the property. The listing price is $189,900. The Debtor anticipates that a sale of the property will generate net proceeds of as much as $30,000, from which the firm will be reimbursed up to $5,000 for expenses incurred in making repairs to the property. Susan Kelley, principal of KREP, disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Susan Kelley Kelley Real Estate Professionals 23 W. Main Street Middletown, MD 21769 Phone: (240) 674-1089 Email: Sue@kelleypros.com About The Brandenburg Family Based in Jefferson, Maryland, The Brandenburg Family Limited Partnership is a Maryland limited partnership that owns parcels of real property in both Maryland and Pennsylvania. The Brandenburg Family LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-11041) on Jan. 25, 2018. In the petition signed by Dwight C. Brandenburg, managing partner, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Thomas J. Catliota presides over the case. The Debtor hired Mehlman, Greenblatt & Hare, LLC as its legal counsel, and Squire, Lemkin & Company, LLP as its accountant. No creditors committee, trustee or examiner has been appointed in the case. BRIAN DUEHN: $60K Sale of Brent 1596 Grain Cart to Leebrick Okayed ------------------------------------------------------------------ Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota authorized Brian Duehn's sale of Brent 1596 Grain Cart to Daniel Leebrick for $60,000. The sale is free and clear of all liens, encumbrances, and other interests. All liens, encumbrances, and other interests will attach to the proceeds of the sale. The proceeds from the sale of the Brent 1596 Grain Cart will be distributed to pay off the Deere & Company lien and the remainder will be paid to Security Bank. The 14-day stay as provided by Fed. R. Bankr. P. 6004(h) is waived, and the Order is effective immediately. Counsel for the Debtor: David C. McLaughlin, Esq. FLUEGEL ANDERSON MCLAUGHLIN & BRUTLAG 25 NW 2nd St., Suite 102 Ortonville, MN 56278 Telephone: (320) 839-2549 E-mail: dmclaughlin@fluegellaw.com Brian Duehn sought Chapter 11 protection (Bankr. D. Minn. Case No. 18-40705) on March 12, 2018. The Debtor tapped David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brutlag, as counsel. CADIZ INC: Reports Second Quarter Net Loss of $6 Million -------------------------------------------------------- Cadiz Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss and comprehensive loss applicable to common stock of $6.03 million on $109,000 of total revenues for the three months ended June 30, 2018, compared to a net loss and comprehensive loss applicable to common stock of $13.57 million on $108,000 of total revenues for the three months ended June 30, 2017. The Company had working capital of $17.7 million at June 30, 2018 and used cash in its operations of $6.4 million for the six months ended June 30, 2018. For the six months ended June 30, 2018, Cadiz reported a net loss and comprehensive loss applicable to common stock of $12 million on $217,000 of total revenues compared to a net loss and comprehensive loss applicable to common stock of $20.79 million on $216,000 of total revenues for the same period last year. As of June 30, 2018, Cadiz had $74.71 million in total assets, $148.64 million in total liabilities and a total stockholders' deficit of $73.93 million. "The Company's cash resources provide the Company with sufficient funds to meet its working capital needs for a period beyond one year from this quarterly report issuance date. The Company may meet working capital requirements beyond this period through a variety of means, including construction financing, equity or debt placements, through the sale or other disposition of assets or reductions in operating costs. Equity placements would be undertaken only to the extent necessary, so as to minimize the dilutive effect of any such placements upon the Company's existing stockholders. Further, the Company's option to acquire an additional 124-mile extension of its Northern Pipeline will require a $20 million payment by December 2018. The Company does not currently have the cash resources on hand to exercise this option and has engaged an investment banker to pursue alternatives that will provide the resources to allow the Company to exercise this option. If the Company is unable to exercise this option, then its Northern Pipeline opportunities will be limited to the 96-mile segment it currently owns. "Limitations on the Company's liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet the Company's resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. If the Company cannot raise needed funds, it might be forced to make substantial reductions in its operating expenses, which could adversely affect its ability to implement its current business plan and ultimately its viability as a company," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/SRNLjq About Cadiz Headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com/-- is a land and water resource development company with 45,000 acres of land in three areas of eastern San Bernardino County, California. Virtually all of this land is underlain by high-quality, naturally recharging groundwater resources, and is situated in proximity to the Colorado River and the Colorado River Aqueduct, California's primary mode of water transportation for imports from the Colorado River into the State. The Company's properties are suitable for various uses, including large-scale agricultural development, groundwater storage and water supply projects. Its main objective is to realize the highest and best use of these land and water resources in an environmentally responsible way. Cadiz Inc. reported a net loss and comprehensive loss of $33.86 million in 2017, a net loss and comprehensive loss of $26.33 million in 2016 and a net loss and comprehensive loss of $24.01 million. As of March 31, 2018, Cadiz had $62.86 million in total assets, $145.8 million in total liabilities and a total stockholders' deficit of $82.89 million. CALHOUN SATELLITE: $900,000 Sale of Property to IMS Approved ------------------------------------------------------------ Calhoun Satellite Communications, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of all inventory, machinery and equipment, Federal Communications Commission Licenses, motor vehicles, miscellaneous equipment and all of Seller's manuals and other records relating to the foregoing property to IMS Productionss, Inc. for $900,000. A hearing on the Motion was held on July 26, 2018 at 9:30 a.m. At the Sale Hearing no higher offers were received. The sale is free and clear of all Liens. Cothing contained in the Order will impair any deficiency claims Newtek Small Business Finance, LLC has against Transmission Solutions Group, Inc., Kevin D. Husband. Since all responses and objections were resolved at the time of the sale hearing and all Parties agree to the terms of the within Order, cause exists to waive the 14-day stay of the Order pursuant to Fed. R. Bankr. P. 6004(h). The sale of the Purchased Assets will close within 30 days of entry of the Order. The following expenses/costs will be immediately paid at the time of closing. Failure of the Closing Agent, i. e. the Debtor's Counsel, to timely make and forward the disbursements required by the Order will subject the closing agent to sanctions, including, among other things, a fine or the imposition of damages, after notice and hearing, for failure to comply with the terms of the Order. Except as to the distribution specifically authorized in the Order, all remaining funds will be held by the Debtor's Counsel, Atty. Dennis J. Spyra, pending further Order of the Court after notice and hearing. i. The gross proceeds of the sale are to be immediately deposited upon receipt into the IOLTA account of Dennis Spyra, Esq., and thereafter immediately distributed to secured creditors as follows: (a) Upon receipt of the net proceeds in his IOLTA account, Atty. Dennis J. Spyra is to immediately distribute $15,557 to the United States Internal Revenue Service, the amount due for delinquent federal taxes for the first quarter of 2018. Furthermore pending further Court Order, $32,000 is to be held by Atty. Dennis J. Spyra in escrow and then applied to the second quarter of 2018 and the third quarter of 2018, 941 taxes as well as accumulated interest and penalty, upon resolution of the IRS claim. (b) $25,220 to Ascentium Capital (CT Corporation System); (c) $60,000 to BB&T Commercial Equipment Capital (Susquehanna Commercial Finance, Inc.); (d) $23,000 to Beneficial Equipment Finance (Conestoga Equipment Finance Corp.); (e) $13,545 to Creekridge Capital (Vender Service Group Hitachi Capital American Corp.); (f) 522,500 to Eastern Funding; (g) $18,000 to Great America Financial Corp.; (h) $12,000 to Key Equipment Finance; (i) $16,000 to M2 Leasing; (j) $350,000 to Newtek Small Business Finance, LLC; (k) $25,000 to Royal Bank America Leasing; and (l) $16,000 to Western Equipment Finance, Inc. (Bank of the West Equipment Finance) (2) The costs of the local newspaper advertising in the amount of $2,766. (3) The costs of the local legal journal advertising in the amount of $266. (4) The balance of $46,630 due to Atty. Dennis J. Spyra on the pending Application for Compensation granted on March 22, 2018. (5) The balance of the funds realized from the within sale (approximately $221,517) will be held by the Atty. Dennis J. Spyra in his IOLTA account until further Order of Court, after notice and hearing. Upon issuance of the Order, the Debtor will immediately serve a copy of the within Order on each Respondent and its attorney of record, if any, upon any attorney or party who answered the Motion or appeared at the hearing, the attorney for the Debtor, the Closing Agent, the Purchaser, and the attorney for the Purchaser, if any, and by Aug. 1, 2018, file a certificate of service. The closing will occur within 30 days of the Order. Within seven 7 days following the closing, the Debtors will file a Report of Sale which will include a copy of the HUD-1 or other Settlement Statement. About Calhoun Satellite Communications Calhoun Satellite Communications, Inc., operates a satellite transmission business. Meanwhile, Transmission Solutions Group, Inc., was formed solely to hold Calhoun's stock. All of Transmission's creditors hold identical claims against Calhoun. Calhoun and Transmission sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-23389) on Aug. 22, 2017. Kevin Husband, its president, signed the petitions. The Debtors estimated assets of less than $50,000 and liabilities of $1 million to $10 million. CARDIOVASCULAR MEDICAL: $8K Private Sale of Medical Records Okayed ------------------------------------------------------------------ Judge Magdaline P. Coleman of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Cardiovascular Medical Associates, P.C.'s private sale of patient medical records to Cardiology Consultants of Philadelphia, P.C. for $8,000. The sale is free and clear of all Interests, with all such divested Interests to attach to the net proceeds of the sale. The Debtor is directed to surrender possession of the Medical Records to CCP on the Medical Records Closing Date. Notwithstanding the provisions of Fed. R. Bankr. P. 6004(h) and 7062, the Order will be effective and enforceable immediately upon entry. About Cardiovascular Medical Associates Cardiovascular Medical Associates, P.C., is a medical group practice located in Philadelphia, Pennsylvania, that specializes in diseases of the heart and blood vessels and management of complex cardiac conditions. Cardiovascular Medical Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-12314) on April 6, 2018. In the petition signed by Philip Nimoityn, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Magdeline D. Coleman presides over the case. CATALENT PHARMA: Moody's Hikes Rating on Sr. Secured Loans to Ba2 ----------------------------------------------------------------- Moody's Investors Service upgraded Catalent Pharma Solutions, Inc.'s senior secured credit facility ratings to Ba2 from Ba3. The rating agency affirmed all other ratings for Catalent, including the B1 Corporate Family Rating, B1-PD Probability of Default Rating, and the B3 rating on the unsecured notes. The Speculative Grade Liquidity Rating of SGL-1 was also affirmed. The outlook is stable. The upgrade of the senior secured credit facility ratings reflects the repayment of approximately $450 million of secured debt with proceeds from a recent stock offering. The resulting shift in Catalent's capital structure has left proportionally greater credit support for senior secured creditors. The affirmation of the company's CFR reflects the company's pro forma adjusted debt to EBITDA of approximately 4.4 times as of March 31, 2018. Ratings upgraded: Catalent Pharma Solutions, Inc. Revolving credit facility expiring 2022 to Ba2 (LGD 2) from Ba3 (LGD 3) Senior secured term loans due 2024 to Ba2 (LGD 2) from Ba3 (LGD 3) Ratings affirmed: Catalent Pharma Solutions, Inc. Corporate Family Rating at B1 Probability of Default Rating at B1-PD Guaranteed unsecured notes due 2024 at B3 (LGD 5) Guaranteed unsecured notes due 2026 at B3 (LGD 5) Speculative Grade Liquidity Rating at SGL-1 The outlook is stable. RATINGS RATIONALE Catalent's B1 rating reflects its moderately high financial leverage and modest free cash flow. The rating is also constrained by volatility inherent in the pharmaceutical contract manufacturing industry. Lost revenue when customers' drugs become generic, pricing pressure exerted by large clients, and high fixed costs can create volatility in net profit and cash flows. The rating is supported by Moody's expectation that Catalent will benefit over the next 2-3 years as more drugs coming to market require more complex dosage solutions. In addition, Moody's acknowledges Catalent's push into more stable, albeit lower margin, businesses such as consumer and animal health. The rating is also supported by Catalent's good scale and leading market position in the development and manufacturing of softgels and other oral drug delivery technologies. The company also maintains a diversified customer base and commands a large library of patents, know-how, and other intellectual property that raise barriers to entry and enhance margins. These factors help mitigate the volatility created by the inherent industry challenges discussed. The stable rating outlook reflects Moody's expectation that leverage will remain moderately high over the next 12-18 months as previously soft businesses, such as modified release technologies and pre-filled syringes, stabilize and begin to grow again. In addition, Moody's expects the company is likely to remain acquisitive which will limit any meaningful improvement in leverage. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation that Catalent's liquidity will remain very good over the next 12 to 18 months. Catalent's liquidity will be supported by free cash flow in excess of $150 million over the next year, a strong cash balance ($391 million as of March 31, 2018), and $194 million of availability under its $200 million revolver. The ratings could be upgraded if Catalent reduces financial leverage such that its debt to EBITDA approaches 4.0 times. Successful integration of acquisitions, sustained organic growth and improved business line diversity, including reduced concentration in softgels, would also support an upgrade. The ratings could be downgraded if Moody's expects Catalent's financial leverage to be sustained above 5.5 times. The ratings could also be downgraded if Catalent's earnings deteriorate or if the company adopts a more aggressive acquisition strategy. Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is a leading provider of development solutions and advanced delivery technologies for drugs, biologics and consumer health products. These include the company's formulation, development and manufacturing of softgels and other products for the prescription, consumer, and animal health industries. The company reported revenue of approximately $2.4 billion for the twelve months ended March 31, 2018. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CELLECTAR BIOSCIENCES: Collaborates with Orano Med to Develop Drug ------------------------------------------------------------------ Cellectar Biosciences and Orano Med (formerly AREVA Med) a subsidiary of Orano, a nuclear biotech company developing innovative therapies in oncology, have entered into an agreement to combine certain proprietary technologies from each company to create a novel oncologic therapy. The collaboration will focus on the development of novel phospholipid drug conjugates utilizing Orano Med's unique alpha emitter, lead-212 (212Pb), conjugated to Cellectar's phospholipid ether. The companies intend to evaluate the new PDC in up to three oncology indications. "We believe that the combination of Cellectar's targeted delivery with Orano Med's powerful alpha emitter offers the potential to create a novel and highly potent cancer therapy," said James Caruso, chief executive officer of Cellectar Biosciences. "This collaboration is an ideal strategic fit and provides an excellent opportunity to expand our radiotherapeutic portfolio beyond CLR 131, a highly potent beta emitter, and establish one of the most complete oncology-focused radiotherapeutic portfolios." Cellectar's proprietary PLE and PLE analogs provide targeted delivery of various molecules, including radioisotopes, to malignant tumor cells with up to 30-fold more payload delivered to the tumor versus normal tissues. Orano Med's 212Pb is a unique alpha emitter that provides high energy delivery over a shorter distance than other radioisotopes. The higher energy associated with alpha particles causes non-repairable double stranded DNA breaks. As a result, enhanced tumor targeting of the construct may allow the 212Pb to provide greater efficacy at lower doses with less side effects. Orano Med has partnered 212Pb with other companies to create a broad pipeline of tumor targeting 212Pb therapies. These other collaborations are using diverse biological targeting vectors or pursuing indications separate from those planned in this collaboration. Many of these approaches utilize antibodies or peptides; the most advanced of these approaches has recently entered a Phase 1 clinical trial. Cellectar and Orano Med believe that the PLE conjugated to 212Pb could be an ideal drug candidate and provide improved anti-cancer effects beyond those seen with some of the other delivery technologies. "This collaboration with Cellectar is an exciting opportunity for Orano Med. Our 212Pb is a powerful radioactive isotope that at low doses kills cancer cells and has limited impact on nearby healthy cells. We believe that 212Pb conjugated to Cellectar's PLE has great potential to improve patient outcomes by having a better efficacy and safety profile than other technologies," said Julien Dodet, CEO of Orano Med. Under the terms of the agreement, early preclinical costs will be shared equally between the organizations with both parties having an option to advance and commercialize the PDC alone or in collaboration with each other. The option is exercisable after establishment of early proof of concept data. About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of targeted treatments for cancer and leveraging its proprietary phospholipid drug conjugate (PDC) platform to develop the next generation of tumor targeting treatments. Its headquarters are located in Madison, Wisconsin. The report from the Company's independent accounting firm Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Cellectar reported a net loss attributable to common stockholders of $15.01 million for the year ended Dec. 31, 2017, following a net loss attributable to common stockholders of $9.36 million for the year ended Dec. 31, 2016. As of March 31, 2018, Cellectar had $9.56 million in total assets, $2.11 million in total liabilities and $7.45 million in total stockholders' equity. CHARLESDALE ASSOCIATES: Seeks Retroactive Employment of Counsel --------------------------------------------------------------- Charlesdale Associates, Inc., asked a U.S. bankruptcy court to retroactively approve the employment of Armistead W. Ellis, Jr., P.A. as of the date of its Chapter 11 filing. In its application filed with the U.S. Bankruptcy Court for the Middle District of Florida, the Debtor said there is "excusable neglect" to support its request. According to the filing, a motion to employ Armistead as the Debtor's legal counsel was prepared in August 2013 but the document "was never presented to the Debtor's representative for execution nor was it ever filed with the court" and that the failure was due to an oversight or clerical error. The firm's efforts benefited the Debtor's estate and resulted in a confirmed plan of reorganization," according to the filing. Armistead can be reached through: Armistead W. Ellis, Jr., Esq. Armistead W. Ellis, Jr., P.A. P.O. Box 127 Daytona Beach, FL 32115 Phone: (386) 255-2433 Email: Pleadings.EllisLaw@gmail.com About Charlesdale Associates Charlesdale Associates, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 13-04279) on July 11, 2013. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Jerry A. Funk presides over the case. COWBOYS FAR WEST: Case Summary & 13 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Cowboys Far West, Ltd. 3030 NE Loop 410 San Antonio, TX 78218 Business Description: Cowboys Far West, Ltd. is the owner of an entertainment facility and a dance hall in San Antonio, Texas. The Company previously sought bankruptcy protection on June 24, 2016 (Bankr. W.D. Tex. Case No. 16- 51419). Chapter 11 Petition Date: August 6, 2018 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Case No.: 18-51837 Judge: Hon. Ronald B. King Debtor's Counsel: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP 711 Navarro St Suite 711 San Antonio, TX 78205 Tel: 210-271-9212 Fax: 210-271-9389 Email: jwilkins@stic.net Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael J. Murphy, president of Cowboys Concert Hall-Arlington, Inc., general partner. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txwb18-51837.pdf List of Debtor's 13 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Amie Haynes $0 Bexar County $102,717 Cowboys Concert $37,800 Hall- Arlington Ltd. Far West Realty, Ltd. $3,000,000 16500 San Pedro Ave, Suite 280 San Antonio, TX 78232 Ford Motor Credit 2016 Ford F150 $11,294 Ford Motor Credit 2015 Ford F150 $4,744 Johnson Controls $9,000 Jose Maria Garza Trevino $500,000 136500 San Pedro Ave., Suite 280 San Antonio, TX 78232 Nicholas Joseph Finnerty $0 Red River Beverage, Inc. $1,126,060 3030 NE Loop 410 San Antonio, TX 78218 Renea Menzies $2,800 Sunstate Equipment Co., LLC $2,826 Triple D Security, Inc. $5,623 CRYSTAL ENTERPRISES: Court Denies Disclosure Statement ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland on Aug. 2 denied the disclosure statement filed by Crystal Enterprises, Inc. The court ordered the company to file an amended disclosure statement by Aug. 17. About Crystal Enterprises Crystal Enterprises, Inc. is in the business of operating a food service company and is located in Glenn Dale, Maryland. Crystal Enterprises filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-22565), on Sept. 19, 2016. The petition was signed by Sandra Thurman Custis, president. The case is assigned to Judge Wendelin I. Lipp. At the time of filing, the Debtor disclosed total assets of $114,844 and total liabilities of $3.36 million. The Debtor is represented by Rowena Nicole Nelson, Esq., at the Law Office of Rowena N. Nelson, LLC. No trustee, examiner or official committees has been appointed. DATACONNEX LLC: Charge Access Buying Assets for $2.5 Million ------------------------------------------------------------ Judge Catherine P. McEwen of the U.S. Bankruptcy Court for the Middle District of Florida will convene a hearing on Aug. 9, 2018 to consider DataConnex, LLC's sale of assets to Charger Access, LLC, for $2.5 million. The Debtor's assets which are proposed to be sold are: (a) any and all rights and/ownership to existing and sold contracts and executory contracts, including any and all vendor agreements as set out in Schedule 4.11 of the Asset Purchase Agreement; (b) any and all fixed assets of the Debtor, including but not limited to the customer premises equipment owned by the Debtor, along with any and all supplies, materials and equipment; (c) any and all personal property belonging to the Debtor; (d) any and all customer lists; (e) any and all accounts receivable as of the Closing Date; (f) any and all current and future funding from the Universal Service Administrative Co. (or its successor entity) related to all acquired customer accounts and Business Contracts; (g) any and all leases of real or personal property as to which Debtor is the lessor or the lessee, as described in Schedule 4.4 of the APA; (h) the goodwill associated therewith and ability, if necessary or desired, for the Purchaser to continue to do business as Charger Access, LLC, doing business as DataConnex. Upon information and belief, no liens or encumbrances affect any of the assets proposed to be sold. The Debtor asks an order authorizing the sale to be subject to any liens or encumbrances unless otherwise set forth in the Motion. The sale of the assets to a buyer would require a buyer to possess specific qualifications, experience, skills and /or licensure all of which requirements are met by the Buyer. Accordingly there is not much of an "open market" for these types of assets and it is therefore fortuitous for the estate that a bonafide buyer has presented itself. The purchase price which essentially $2.5 million is fair and reasonable and represents considerable good faith negotiation between the parties. There are sound business reasons for the sale of these assets outside of the normal course of business. The sale should it be approved will provide for funds that will be distributed to the creditors. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Dataconnex_LLC_104_Sales.pdf The Purchaser: CHARGER ACCESS, LLC Attn: Amy L. Wood, Esq. c/o SoBro Law Group, PLLC 513 3rd Avenue South Nashville, TN 37210 E-mail: awood@sobrolaw.com About DataConnex Dataconnex, LLC -- http://dataconnex.com/-- is a privately held company in Brandon, Florida that offers advanced telecommunication solutions, from internet and data to voice services. DataConnex was founded to meet the needs of small to medium size businesses, with three offices throughout the Southeast. Dataconnex, LLC, based in Brandon, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-01069) on Feb. 14, 2018. In the petition signed by William R. Blahnik, manager, the Debtor disclosed $4.18 million in assets and $19.07 million in liabilities. Samantha L. Dammer, Esq., at Tampa Law Advocates, P.A., serves as bankruptcy counsel to the Debtor. Harris Wiltshire & Grannis LLP, is the special counsel. DAVID DUEHN: $150K Sale of John Deere Tractor to Sullivan Approved ------------------------------------------------------------------ Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota authorized David James and Sherri Lynn Duehn to sell their John Deere 8360RT Track Tractor to Mike Sullivan for $150,000. The sale is free and clear of all liens, encumbrances, and other interests. All liens, encumbrances, and other interests will attach to the proceeds of the sale. The proceeds from the sale of the John Deere 8360RT Track Tractor will be distributed to pay off the Deere & Co. lien and the remainder will be paid to Security Bank. The 14-day stay as provided by Fed. R. Bankr. P. 6004(h) is waived, and the Order is effective immediately. David James Duehn and Sherri Lynn Duehn sought Chapter 11 protection (Bankr. D. Minn. Case No. 18-40466) on Feb. 21, 2018. The Debtors tapped David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brut, as counsel. DEL FRISCO'S: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Irving, Texas-based Del Frisco's Restaurant Group Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B-' issue-level and '3' recovery rating to the company's proposed senior secured debt, consisting of a $50 million cash flow revolver due 2023 and a $292 million first-lien term loan B due 2025. The '3' recovery rating reflects our expectation for meaningful (50%-70%, rounded estimate: 65%) recovery in the event of a payment default." The rating on Del Frisco's reflects its relatively small operating size and scale in the highly competitive fine dining and upscale casual dining segments and exposure to commodity and labor costs as a restaurant operator that owns and operates all its concepts. It also reflects the execution risk of integrating and expanding Barteca while improving performance at its core Del Frisco's Double Eagle Steakhouse and Grille brands. The company's aggressive growth strategy, which includes accelerating the expansion of its capital-intensive Double Eagle concept unit count by 30% in 2018 and 10%-15% over the next four years, while it's in the later stages of the current business cycle further amplifies execution risk, in S&P's view. S&P said, "The stable outlook reflects our expectation that the company will successfully operate Barteca while achieving modest selling, general, and administrative synergies, continue to expand its restaurant base, and achieve better performance at Del Frisco's Double Eagle and Grille locations, improving overall margins and growth. This should drive adjusted leverage down to the low-6x area in fiscal 2019 from EBITDA growth. "We could raise the rating if adjusted debt-to-EBITDA approaches 6x on a sustained basis and FOCF turns positive. This could occur if the company can meaningfully improve operating performance above our expectations at the Double Eagle and Grille restaurants, in particular stabilizing traffic trends and expanding overall margins above our base-case forecast by around 200 basis points. "We could lower the rating if the company's liquidity becomes constrained, perhaps through unsuccessful growth, pressuring its ability to service debt obligations and leading us to believe the company's capital structure is unsustainable. This could occur if operating performance is meaningfully below our expectations, driven by declining comparable restaurant sales across the brand portfolio, or margin contraction due to elevated commodity prices or labor costs. Under this scenario, the company's capital returns on new units would slow and its trajectory towards generating positive FOCF would slow." DTZ US: Moody's Gives 'B2' CFR & Rates New 1st Lien Term Loan 'B1' ------------------------------------------------------------------ Moody's Investors Service assigned a B2 corporate family rating to DTZ U.S. Borrower, LLC and B1 ratings to DTZ's new senior secured first lien term loan of $2,850 million and its new senior secured first lien revolving facility of $805 million. In the same rating action, Moody's assigned a B2-PD probability of default rating and an LGD assessment has concurrently been attached to the rated debt. Moody's also assigned a speculative grade liquidity rating at SGL-2 to DTZ. The rating outlook is stable. DTZ is an indirectly wholly-owned subsidiary of Cushman & Wakefield plc. The following ratings were assigned: DTZ U.S. Borrower, LLC - Corporate Family Rating at B2 - Probability of Default Rating at B2-PD - Speculative Grade Liquidity Rating at SGL-2 - $2,850 million senior secured first lien term loan at B1(LGD3) - $805 million senior secured first lien revolving facility at B1(LGD3) The following ratings will be withdrawn: DTZ UK Guarantor Limited - Corporate family rating at B2 DTZ U.S. Borrower, LLC - $2,690 million senior secured first lien term loan at B1 - $486 million senior secured first lien revolver at B1 - $485 million senior secured second lien term loan at B3 RATINGS RATIONALE The B2 corporate family rating reflects Cushman & Wakefield's strong market position as the third largest global property services provider and its enhanced financial performance transparency and capital markets access as a public company. Moreover, the rating incorporates Moody's expectation that CWK's leverage, as measured by Debt/EBITDA (including Moody's standard adjustments for pensions and operating leases) will continue to improve to approximately 5.0x by year end 2018, benefiting primarily from its reduced debt balance. CWK's Debt/EBITDA was 6.2x at 1Q18. CWK derives a high proportion of earnings from contractual property, facility and project management businesses. Customer retention rates have traditionally been high, many through multi-year contracts with high switching costs, providing CWK with a strong base of recurring income. The company is led by a strong and experienced management team that includes Brett White, former CEO and President of CBRE, with deep industry experience and vast customer relationships. Moody's believes this bench strength should allow for a seamless transition to a public company with enhanced capital markets access for growth and expansion within the highly fragmented global property services industry. Historically, CWK's leverage as measured by Debt/EBITDA was on the high end of its rating category with limited tangible assets to support its balance sheet leverage. The stable rating outlook reflects Moody's expectation that CWK will use the net proceeds from the initial public offering to repay its senior secured second lien term loan in full. Moody's also expects that CWK will refinance its existing senior secured first lien term loan using the proceed from the new senior secured first lien term loan. The B2 corporate family rating could be upgraded if the company were to permanently reduce leverage as defined by Debt/EBITDA (including Moody's standard adjustments for pensions and operating leases) to below 4.5x, improve interest coverage above 3.5x and achieve RCF/Net Debt above 15% on a consistent basis. A downgrade to the corporate family rating will result from a more aggressive financial policy, evidenced by Debt/EBITDA in excess of 5.5x, interest coverage below 2.0x on a sustained basis. Weakening operating performance, particularly stemming from significant broker defections or a large acquisition that presents integration challenges or increases leverage would also result in negative ratings pressure. The SGL-2 speculative grade liquidity rating reflects the company's good liquidity profile, which is supported by the new senior secured first lien revolving facility of $805 million, increased from the previous revolving facility of $486 million, which was fully available at March 31, 2018. The maturity date of the revolving facility was also extended to 2023 from 2019. Providing further support is the company's cash position of $439 million at March 31, 2018. CWK has no debt maturities until 2023 when the senior secured revolving credit facility matures. The B1 ratings on the senior secured first lien term loan and revolving facility, which are one notch above the CFR reflect the first lien security on all assets and substantially all material tangible and intangible assets of DTZ and its guarantors including the parent company, DTZ UK Guarantor Ltd and its material direct and indirect wholly-owned subsidiaries. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Based in Chicago, IL, Cushman & Wakefield is one of the leading, global providers of commercial real estate services. With approximately 48,000 employees, CWK operates in 60 countries and provides a full array of corporate real estate services (CRES) to occupiers, property owners, investors, and developers worldwide. EARL DAVIS: $938K Private Sale of Brooklyn Property to 1334 Okayed ------------------------------------------------------------------ Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York authorized Earl Rasheed Davis' private sale of the real property known as 1334 Pacific Street, Brooklyn, New York to 1334 Pacific St., LLC for $937,500. A hearing on the Motion was held on July 25, 2018. The sale is free and clear of all liens, claims, and encumbrances. The Order shall be effective immediately upon entry pursuant to Bankruptcy Rules 7062 and 9014. The Court waives the 14-day stay set forth in Bankruptcy Rules 6004(h) and 6006(d) in order that the transactions described may be closed prior to the expiration of such 14-day period. Counsel for the Debtor: Gerard R. Luckman, Esq. FORCHELLI DEEGAN TERRANA LLP 333 Earle Ovington Blvd. Suite 1010 Uniondale, NY 11553 Telephone: (516) 248-1700 Earl Rasheed Davis sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 18-40766) on Deb. 9, 2018. He filed pro se. EEI ACQUISITION: Mason Steel Buying All Assets for $2.6 Million --------------------------------------------------------------- EEI Acquisition Corp. asks the U.S. Bankruptcy Court for the Northern District of Ohio to authorize the bidding procedures in connection with the sale of substantially all its assets and its affiliate, P & G Capital, LLC, to Mason Steel for $2.6 million. EEI's financial stress was exacerbated by two loans it obtained from merchant cash financial companies. EEI obtained these loans to manage its financial problems, but the loans ultimately caused substantial economic damage to the operation in the form of undisclosed astronomical interest rates which exceeded the rates prohibited by Ohio's criminal usury statue O.R.C. Section 2905.2l et seq. The fortunes of P&G, which engages only in the business of owning and renting the manufacturing facility, are inextricably linked to the solvency of EEI. Although EEI undertook substantial efforts to obtain addition financing, to restructure its debts outside of bankruptcy, and to seek an acquirer of the business, all were unavailing, and the case became necessary. EEI has contacted several entities in the steel manufacturing business as potential buyers of the business. One of those companies, Mason Steel, has made a written offer to purchase, through an affiliate, substantially all assets of EEI, including, without limitation, equipment, inventory, accounts receivable, intellectual property, and other business assets, for $1 million; and the real estate and building owned by P&G where the operations are conducted, for $1.6 million; provided that the Court approval is obtained for a sale free and clear of all liens, claims, and encumbrances no later than July 31, 2018. In the exercise of their business judgment, the Debtor's managers believe that the proposed sale of the business assets and real estate to Mason Steel and its affiliates is in the best interests of EEI, P&G, and their creditors, customers, and employees if conducted promptly. That assessment is based on the fact that cash has become so tight that operations can continue, most, for only another few weeks before operations must cease. This is true even though EEI has recently furloughed 17 of its employees. All of the assets of EEI are subject to a first lien and security interest in favor of Erie Bank, which has been perfected by the filing multiple UCC l financing statements. Erie Bank is owed approximately $2,073,568 by EEI under four promissory notes for business loans Erie Bank is also owed approximately $3,620,000 by EEI; and P&G which is secured by two mortgages on the manufacturing facility property, and those loans are also secured by the personal property of EEI. The total secured debt owed by EEI to Erie Bank is $5,693,568. The two merchant lenders who made loans to EEI are Fora Financial, LLC and National Funding, Inc. Each of those lenders has language in its respective loan documents claiming a lien and security interest in all assets of EEI, and each has filed a UCC 1 financing statement. Neither lender has any security interest or mortgage on the assets of P&G. The Geauga County Revolving Loan Fund has a third mortgage on the manufacturing facility property owned by P&G which is inferior and subordinated to the two mortgages held by Erie Bank on that property. The relief sought by the Debtors is that all property be sold free and clear of all liens, claims, and encumbrances, with all liens, claims and encumbrances to attach to the sale proceeds. The Debtor asks approval of the bidding procedures. The salient terms of the Bidding Procedures are: a. Each written notice of intent to bid will affirm that the proposed bidder, or the proposed bidder together with any affiliate bidder, intends to bid for the business assets owned by EEI as well as the real estate owned by P&G. b. Any secured creditor holding an undisputed, liquidated and noncontingent secured claim will have the right to credit bid such claims to the extent of such secured party's interest in or lien on the assets bid upon. Secured creditors whose claims are disputed, contingent or unliquidated will not be permitted to credit bid. c. Any potential bidder must submit a written notice of intent to bid to the Debtors or to the Counsel for the Debtors no later than three days prior to the scheduled auction. d. Provided that at least two qualified bidders are identified, the Debtors will conduct an auction sale at the offices of the Debtors at 15175 Kinsman Road, Burton, Ohio 44062.The auction will commence at 1:30 p.m. on July 31, 2018. e. Bids above Mason Steel's initial bid of $2.6 million will commence at $2.7 million (which includes the $40,000 break-up fee), and bids over $2.7 million will be in increments of at least $50,000. f. If outbid, Mason Steel or its affiliates will be entitled to a break-up fee of $40,000 to compensate it for the time, effort, and commitment of preparing and submitting the initial bid. g. Within one business day after the conclusion of the auction, the Winning Bidder, as determined by the Debtors and announced at the conclusion of the auction, will submit a deposit in the amount of 10% of the amount of its Winning Bid. h. Sale Hearing: TBD The Debtors ask that the Court waives the stay periods under Bankruptcy Rules 6004(g) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/EEI_Acquisition_4_Sales.pdf About EEI Acquisition Corp. d/b/a Engineered Endeavors EEI Acquisition Corp., d/b/a Engineered Endeavors -- http://www.engend.com/-- designs and manufacturers tapered steel pole structures for utility, transmission, substation, wireless and disguised applications. EEI Acquisition Corp., d/b/a Engineered Endeavors, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 18-13963) on July 3, 2018. In the petition was signed by Patrick H. Deloney, president, the Debtor disclosed total assets of $2.71 million and total liabilities of $8.88 million. The case is assigned to Judge Arthur I. Harris. Thomas W. Coffey, Esq. of Coffey Law LLC, is the Debtor's counsel. EQUUS PROPERTIES: Singh Buying Las Vegas Property for $735K ----------------------------------------------------------- Equus Properties, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of the real property located a1740 Hardrock Ave., Las Vegas, Nevada, APN 140-23-810-006, to Jaswinder Pal Singh for $735,000. The sole asset of the Debtor is the Property. There is an encumbrance by who has filed a Motion to Lift the Automatic Stay. The proof of claim which has been filed with the Court, places the encumbrance at $630,248.12. There is a sale pending with a $25,000 earnest money deposit in the amount of $735,000. The sale will be free and clear of liens and encumbrances. The Debtor believes that said amount should be substantially reduced and would require an evidentiary hearing if necessary. The Debtor is asking the Court allows the sale to go forward, that the proceeds be placed in its counsel's trust account or with the Court pending resolution of the secured claim. It believes that the secured claim is overly stated due to substantial interest which should be reduced by the Court. The Court could ultimately hold an evidentiary hearing to determine the amount due and owing. However, the Debtor is desirous of having the sale go through and is asking that the Court allows the same. A hearing on the Motion is set for Aug. 7, 2018 at 9:30 a.m. A copy of the Residential Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/EQUUS_PROPERTIES_28_Sales.pdf The Debtor: Jaswinder Pal Singh Equus Properties, LLC 190 Country Club Stansbury Park, UT 84074 Counsel for the Debtor: Michael J. Harker, Esq. LAW OFFICES OF MICHAEL J. HARKER 2901 El Camino Ave., Suite 200 Las Vegas, NV 89102 E-mail: notices@harkerlawfirm.com Equus Properties, LLC sought Chapter 11 protection (Bankr. D. Nev. Case No. 18-10576) on Feb. 6, 2018. The Debtor tapped Michael J. Harker, Esq., at Law Offices of Michael J. Harker, as counsel. FARNAN INC: Seeks Sept. 28 Plan Exclusivity Period Extension ------------------------------------------------------------ Farnan, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend by approximately 60 days the time to file a Chapter 11 Plan and Disclosure Statement as well as the exclusivity period to file a Chapter 11 Plan and Disclosure Statement in this case until Sept. 28, 2018. Unless extended, the deadline for the Debtor to file a Chapter 11 Plan and Disclosure expires on July 31, 2018, pursuant to the Agreed Scheduling Order. The claims bar deadline falls on the same date as the due date for the Chapter 11 Plan and Disclosure Statement, July 31, 2018. The Debtor has prepared Monthly Operating Reports for April, May, and June 2018, but have not yet been filed as they still need a signature from the Principal of the Debtor. As the claims bar deadline has not yet passed and the Debtor is finalizing reports for April, May, and June 2018, the Debtor's counsel needs some additional time to prepare and file the Chapter 11 Plan and Disclosure Statement. Additionally, the cash collateral agreement and stipulation has been extended by the Debtor and the secured creditor until Sept. 4, 2018. About Farnan Inc. Farnan Inc., operator of a bar and restaurant known as the Village Inn, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-20378) on Feb. 1, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Carlota M. Bohm presides over the case. Christopher M. Frye, Esq., at Steidl & Steinberg, serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. FLORIDA PAVEMENT: Seeks to Hire Nperspective, Appoint CRO --------------------------------------------------------- Florida Pavement Coatings, and South Florida Pavement Coatings, Inc., seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Nperspective Advisory Services, LLC, and designate William Long, Jr., as its chief restructuring officer. Mr. Long and his firm will review and evaluate the Debtors' operations, business plans and financial projections; prepare financial schedules; assist management in developing a post-filing cash flow forecast; assist in the preparation of a plan of reorganization; and provide other services related to the Debtors' Chapter 11 cases. Mr. Long and Gary Colbert, another Nperspective professional who will be providing the services, will be paid an hourly fee of $295. Prior to the petition date, the Debtors paid the firm a retainer in the sum of $10,000. Mr. Long disclosed in a court filing that he and other employees of the firm do not hold any interest adverse to the Debtors and their estates. Nperspective can be reached through: William A. Long, Jr. Nperspective Advisory Services, LLC 2200 North Westshore Blvd., Suite 200 Tampa, FL 33602-4813 About Florida Pavement Coatings Florida Pavement Coatings, Inc., is a manufacturer of asphalt felts and coatings headquartered in Tampa, Florida. Affiliate South Florida Pavement Coatings, Inc., is in the lacquers, varnishes, enamels, and other coatings business. Florida Pavement Coatings, and South Florida Pavement Coatings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 18-6062) on July 23, 2018. In the petitions signed by Gregory Polk, president, each Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Stichter, Riedel, Blain & Postler, P.A. is the Debtors' legal counsel. GIBSON BRANDS: Delaware Court Approves Disclosure Statement ----------------------------------------------------------- Gibson Brands Inc., on Aug. 1, 2018, disclosed that the U.S. Bankruptcy Court for the District of Delaware in Wilmington has approved the Company's Disclosure Statement. The approval is a significant step in Gibson's process for emergence from chapter 11 and allows the Company to begin the process of soliciting votes on the Plan of Reorganization and ultimately to seek an Order confirming the Plan. The Plan received the support of the Creditors' Committee, which recommended that all general unsecured creditors vote in favor of the plan. The Plan materials and ballots are expected to be mailed during the week of August 6, 2018. The deadline for returning completed ballots will be September 14, 2018 at 5:00 p.m. (Eastern Time). A hearing to confirm the Plan is scheduled to begin on September 27, 2018. "We are extremely pleased by the Court's approval of our Disclosure Statement, which is a key step toward the Company's successful emergence from Chapter 11," stated Henry Juszkiewicz, Chief Executive Officer of Gibson Brands. "Our employees have worked very hard to help us stay on track to emerge from Chapter 11 as planned, and we are grateful for the continuing support from our creditors, partners, and vendors." About Gibson Brands Founded in 1894 and headquartered in Nashville, Tennessee, Gibson Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries design and manufacture guitars and other fretted instruments. Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45, Hummingbird, and ES-335, among others. Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases (Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In its petition, Gibson Brands estimated $100 million to $500 million in assets and liabilities. The petition was signed by Henry E. Juszkiewicz, chief executive officer. The Hon. Christopher S. Sontchi presides over the cases. The Debtors tapped Goodwin Procter LLP as their lead counsel; Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Brian J. Fox, managing director of Alvarez & Marsal North America LLC, as chief restructuring officer; Jefferies LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal counsel, and PJT Partners is the financial advisor, to the ad hoc group of unaffiliated noteholders that is supporting the Debtors' restructuring. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on May 9, 2018. The Committee tapped Lowenstein Sandler LLP as its legal counsel; and FTI Consulting serves as financial advisor. H2O BAGEL: Affiliates Tap Shraiberg Landau as Legal Counsel ----------------------------------------------------------- H2O Bagel No. 2, LLC's affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Shraiberg, Landau & Page, P.A. as their legal counsel. The firm will advise The Original Brooklyn Store, LLC and H2O Bagel Parkland, LLC regarding matters of bankruptcy law; negotiate with creditors; assist in the preparation and implementation of a bankruptcy plan; and provide other legal services related to their Chapter 11 cases. The hourly rates for the firm's attorneys range from $250 to $500. Legal assistants charge $175 per hour. Philip Landau, Esq., a partner at Shraiberg and the attorney who will be handling the cases, charges an hourly fee of $500. Mr. Landau disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Prior to the petition date, Shraiberg received a $30,000 retainer from a non-affiliated Florida limited liability company, 52318 Bagel, LLC. The firm can be reached through: Shraiberg, Landau & Page, P.A. 2385 NW Executive Center Drive, Suite 300 Shraiberg, Landau & Page, P.A. Boca Raton, Florida 33431 Telephone: 561-443-0800 Facsimile: 561-998-0047 E-mail: plaundau@slp.law E-mail: msmith@slp.law About H2O Bagel No. 2 H2O Bagel No. 2, LLC, is a specialty store retailer in Boca Raton, Florida. H2O Bagel No. 2 and its affiliate The Original Brooklyn Store, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 18-17542 and 18-17544) on June 22, 2018. H2O Bagel Parkland filed a Chapter 11 petition on July 9, 2018. The cases are jointly administered under Case No. 18-17542. At the time of the filing, H2O Bagel No. 2 disclosed that it had estimated assets of less than $50,000 and liabilities of $10 million. HEAVEN'S TREASURES: Plan Filing Period Exclusivity Moved to Oct. 28 ------------------------------------------------------------------- The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania, at the behest of Heaven's Treasures Thrift and Value Stores, LLC, has extended the Debtor's period of exclusivity to file the Plan of Reorganization through Oct. 28, 2018, as well as the period of soliciting votes for the Plan of Reorganization through Dec. 27, 2018. The Troubled Company Reporter has previously reported that asked the Court to extend the periods of exclusivity to file and solicit votes for a plan. The Debtor related that it has experienced operational challenges in the beginning of this case and has been involved in the Adversary Proceeding with Covenant Bank. On April 4, 2018, the Debtor initiated an Adversary Proceeding against Covenant Bank, seeking to invalidate the disputed senior lien that Covenant Bank purported to hold over all of the Debtor's assets. Subsequently to the Debtor filing the Adversary Proceeding, Covenant Bank sought to challenge the Debtor's continual use of cash collateral. In response to this dispute, the Court directed the Parties to attend mediation. The Debtor and Covenant Bank proceeded to mediation on June 22, 2018 and were able to reach an agreement. This agreement resolves the Adversary Proceeding and Covenant Bank's objection to the Debtor's use of cash collateral. The Debtor has worked diligently toward increasing its profitability and has instituted cost saving measures to allow it to run more efficiently. The Debtor has also taken significant steps in this reorganization and has successfully negotiated resolutions of disputes with a number of critical stakeholders. The Debtor believed that it will be able to propose and confirm a plan in the upcoming months. However, given the challenges the Debtor experienced in the beginning of this case, the Debtor will not be able to propose a confirmable plan within the first 120 days of this case. Also, the Debtor has been actively negotiating with a number of landlords to cure arrears on the property that it rents. These issues have prevented the preparation of the Debtor's plan. At this stage of the bankruptcy, since the Adversary Proceeding has been finalized and the Debtor has addressed all of its real property leases, the Debtor believed that with the additional time sought, the Debtor will be best able to formulate and file a Plan of Reorganization. About Heaven's Treasures Thrift and Value Stores Heaven's Treasures Thrift and Value Stores LLC -- http://heavenstreasuresthrift.com/-- was organized in December of 2016 with a mission of operating a chain of retail stores that will allow second chance employment, financially support charities and give affordable shopping experiences to the greater community while keeping with its corporate purpose. The company accepts donations of all kinds. It has stores in Feasterville, Norristown, Montgomeryville, Hatboro, and Bristol. Heaven's Treasures Thrift and Value Stores sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11434) on March 2, 2018. In its petition signed by James M. Jones, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jean K. FitzSimon presides over the case. The Debtor tapped Flaster/Greenberg P.C. as its legal counsel. HJH CONSULTING: Exclusive Plan Filing Period Extended Until Aug. 30 ------------------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas, at the behest of The HJH Consulting Group, Inc., and its affiliates, has extended the Debtors' exclusive time to file a Plans of Reorganization until Aug. 30, 2018. About HJH Consulting Kerrville, Texas-based The HJH Consulting Group, Inc. d/b/a The SALT Group -- http://www.thesaltgroup.com/-- is a consulting firm specializing in operating cost and expense reduction reviews. HJH and its affiliates US Tax Recovery Partners, LLC and B2B Prospecting, LLC filed for Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 18-50788) on April 2, 2018. In the petitions signed by Harlan J. Hall, CEO, each Debtor listed assets of less than $50,000, and liabilities ranging from $10 million to $50 million. HLF FINANCING: Moody's Rates $400MM Sr. Unsecured Bonds 'B1' ------------------------------------------------------------ Moody's Investors Service assigned a B1 (LGD4) rating to HLF Financing SaRL, LLC's proposed $400 million offering of senior unsecured bonds. HLF Financing SaRL, LLC is a wholly owned subsidiary of Herbalife Nutrition Ltd. The proceeds from the proposed unsecured bond and senior secured term loans will be used to refinance existing debt, to pay transaction fees and expenses and for balance sheet cash. The rating outlook is stable. The B1 rating on the unsecured notes is one notch lower than Herbalife's Ba3 Corporate Family Rating. This reflects Moody's expectation of a meaningful amount of proposed secured debt that will rank ahead of the unsecured notes in the capital structure. See Moody's July 30, 2018 press release for other details regarding Herbalife's proposed refinancing. The refinancing is credit positive because it will extend maturities and lower cash interest costs. Ratings assigned: HLF Financing SaRL, LLC $400 million GTD Senior Unsecured Notes at B1 (LGD4) Herbalife International, Inc. is a co-borrower on the proposed bond offering. The rating outlook is stable. Herbalife is the parent company of Herbalife International, Inc., Herbalife International Luxembourg S.a.r.l, HLF Financing US, LLC and HLF Financing SaRL, LLC. RATINGS RATIONALE The Ba3 CFR reflects Herbalife's narrow product line, operation in the highly competitive weight-loss and wellness markets subject to frequent new entrants and shifting consumer preferences, combined with the inherent risks related to multi-level marketing. The company's global multi-level marketing structure increases the risk of adverse regulatory and/or legal actions, and Moody's recognizes the potential for future actions by regulatory authorities. Debt will be used to refinance existing debt and financial leverage (debt/EBITDA) will be at about 3.7x at close. Further, Moody's expects leverage to remain relatively flat at about 3.5x within 12 months following close of the transaction, reflecting debt paydown with the company's significant cash flow. The rating is also supported by the company's good profitability, and significant geographic diversification. Good liquidity is supported by a sizable $839 million cash balance (as of June 30, 2018) projected free cash flow, and the undrawn revolver. These cash sources provide good coverage of the remaining $675 million convertible notes maturing in August 2019, although the notes are currently in-the-money. The stable outlook reflects Moody's view that Herbalife's financial leverage will steadily improve due to debt repayment and the company's significant cash flow. The outlook also reflects Moody's view that the company will continue to face the fundamental risks of the multi-level marketing business model. The rating could be downgraded if Herbalife's operating performance deteriorates, or if there is an adverse shift in the industry's regulatory environment. Ratings could also be downgraded if debt/EBITDA is sustained above 4.0x, or if liquidity deteriorates. The rating could be upgraded if the company achieves greater scale, profitability improves, and Moody's gains greater comfort with the industry's regulatory environment and business model. The rating could also be upgraded if Herbalife demonstrates that it will maintain a more conservative financial policy and meaningfully reduces leverage. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Based in Los Angeles, CA, Herbalife Nutrition Ltd. is a leading direct-seller of weight management products, nutritional supplements and personal care products intended to support a healthy lifestyle. The company operates through a multi-level marketing system that consists of approximately 4.1 million global members across 94 countries. Publicly-traded Herbalife generates roughly $4.5 billion in annual revenues. INFINITE HOLDINGS: Reeves Buying Oakland Property for $1.5MM ------------------------------------------------------------ Infinite Holdings, Inc. asks the U.S. Bankruptcy Court for the Northern District of California to approve its Asset Purchase Agreement with Gregory Reeves in connection with the sale of the commercial property commonly known as and located at 2421 Telegraph Avenue, #102, 103, and 104, Oakland, California for $1,499,000. On April 5, 2012, the Debtor purchased the Property as income producing commercial property. The Property is composed of three individual commercial condominiums totaling 3,370 square feet. The Debtor's original secured lenders were Vantex Mortgage in first position, providing a loan in the amount of $132,000 at 12% Interest, and GCA California Real Estate Fund, LLC, in 2nd position, providing a loan in the amount of $209,000 at 12% Interest. The GCA loan of $209,000 included an allocation of $130,000 as a construction budget. Thereinafter, after several refinances with multiple lenders, in October 2016, the Debtor refinanced the Property for $858,000 at 8.75% Interest with Velocity Commercial Capital, LLC. Velocity still holds its first position security interest in the Property in the amount of $960,665 according to its proof of claim. Because the Debtor has fallen behind with its HOA dues, Telegraph Gateway Owners Association holds a security interest in the Property in the amount of $14,973. On June 17, 2018, a Commercial Property Purchase Agreement and Joint Escrow Instructions was signed by the Debtor's Responsible Individual/Broker Steven K. Peterson as the Seller and the Buyer concerning the Property. Subject to entry of an order of the Court consenting to the Purchase Agreement and approving the sale, the Debtor agrees to sell and the Buyer agrees to buy the Property. The agreed-to purchase price for the Property is $1,499,000, with a 1% deposit in the sum of $15,000 to be paid to "Infinite Holdings, Inc. Bankruptcy Estate." The deposit will be paid in certified funds prior to the Debtor seeking Bankruptcy Court approval of the sale. The sale will be free and clear of all liens and other interests. No commission fees are to be paid by the Bankruptcy Estate. The Seller and the Buyer have decided to open an escrow to facilitate the sale of the Property and each Party will pay it own escrow fees. The Seller will pay all transfer taxes and fees. The Real property taxes will be prorated between the Parties as of close of escrow. The Property is to be delivered to the Buyer with the following tenants: (i) Good Hop Bottle Shop occupying Units 102 and 103; and (ii) The Buyer, Gregory Reeves occupying Unit 104. The Purchase Agreement is contingent upon a written appraisal of the Property by a licensed or certified appraiser and is contingent upon Buyer obtaining a loan to finance the purchase of the Property. Title to the Property to be transferred to the name of Buyer after the purchase price is paid in full. The Debtor asks entry of an order authorizing it to direct the title company to pay from escrow the following: (i) the first deed of trust on the Subject Property is held by Velocity and is related to Loan Number 4145001555; (ii) the secured creditor with a second position security interest on the Subject Property is held by Telegraph Gateway HOA and is related to Accounts Numbers 110400020, 110400030, and 110400040; and (iii) standard closing costs, which the Debtor is informed and believes, consists of unpaid, pro-rated property taxes. The Debtor asks the Court to waive the stay otherwise imposed by Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Infinite_Holdings_66_Sales.pdf A hearing on the Motion was set for Aug. 2, 2018 at 10:00 a.m. About Infinite Holdings Infinite Holdings, Inc., owns condominium units located at 2421 Telegraph Avenue, Oakland, California, valued at $1.34 million. The Telegraph Retail Condos total 3,370 square feet and are comprised of three individual commercial condominiums, each unit is currently occupied. Its gross revenue amounted to $95,612 in 2016 and $78,668 in 2015. Infinite Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-42625) on Oct. 18, 2017. Steven K. Peterson, its president and CEO, signed the petition. At the time of the filing, the Debtor disclosed $1.35 million in assets and $1.14 million in liabilities. Judge Charles Novack presides over the case. The Debtor tapped The Law Offices of Selwyn D. Whitehead as its legal counsel and Wilner Ash as its accountant. JTM STEAKS: Taps Dal Lago Law as Legal Counsel ---------------------------------------------- J,T,M Steaks Corp. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Dal Lago Law as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; prosecute and defend any causes of action on behalf of the Debtor where special counsel is deemed unnecessary; assist in the formulation of a plan of liquidation; and provide other legal services related to its Chapter 11 case. Dal Lago neither holds nor represents any interest adverse to the Debtor and its estate, according to court filings. The firm can be reached through: Michael R. Dal Lago, Esq. Dal Lago Law 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Telephone: 239-571-6877 E-mail: mike@dallagolaw.com About J,T,M Steaks Corp J,T,M Steaks Corp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-05583) on July 4, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. KAPPA DEVELOPMENT: Proposes an Auction Sale of Personal Property ---------------------------------------------------------------- Kappa Development & General Contracting, Inc., asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of its personal property, consisting of various pieces of construction equipment and vehicles, at an auction to be conducted by Jeff Martin Auctioneers, Inc. The majority of the equipment is encumbered by duly perfected liens in favor of The First. The Debtor proposes to dispose of its equipment and vehicles by using Jeff Martin located at 2236 Highway 49, Brooklyn, MS 39425. The parties have executed their Auction Agreement. The First has consented to the Debtor's retention and use of Jeff Martin to auction and sell the Debtor's equipment and vehicles. The Debtor proposes that the lien holders, either The First or Citizens Bank, will receive the net proceeds from the sale of any personal property upon which the lender holds a valid first perfected lien position. It would further show that it should be entitled to retain the proceeds from the sale of unencumbered vehicles or equipment. The Debtor would show unto the Court that the next schedules auction date is Aug. 10 and 11, 2018. The Debtor asks the Court to waive the 14-day stay under Pursuant to Rule 6004(h) F. R. Bankr. P. A copy of the Auction Agreement and the list of assets to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Kappa_Development_226_Sales.pdf About Kappa Development Kappa Development & General Contracting, Inc., based in Gulfport, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-51155) on June 12, 2017. In the petition signed by Randy Blacklidge, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Katharine M. Samson presides over the case. Nicholas Van Wiser, Esq., at Byrd & Wiser, serves as bankruptcy counsel to the Debtor. KARIA Y WM: Exclusive Solicitation Period Extended to Oct. 10 ------------------------------------------------------------- The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, at the behest of Karia Y WM Houston, Ltd., has extended the exclusivity period for Karia to solicit and obtain acceptances of its Chapter 11 plan for an additional sixty days to Oct. 10, 2018. The Troubled Company Reporter has previously reported that Karia filed its Combined Plan of Liquidation and Disclosure Statement on June 12, 2018 during its exclusivity period to file the same. On July 30, 2018, Karia filed its First Amended Combined Plan of Liquidation and Disclosure Statement, along with a motion seeking to conditionally approve the Disclosure Statement and request to schedule a confirmation hearing prior to Sept. 7, 2018. Pursuant to a prior of the Court, the exclusive period in which Karia is allowed to solicit and obtain acceptance of the Plan is Aug. 11, 2018. However, Karia has yet to obtain conditional approval of the disclosure statement, and even if obtained before Aug. 11, it will be unable solicit acceptance of the Plan within the time permitted by the Court. Accordingly, Karia asked the Court for a 60-day extension in which it may obtain approval of and confirm the Plan. About Karia Y WM Houston Karia Y WM Houston, Ltd., managed by general partner Tony Z WM Houston LLC, owns a 65,165 sq. ft parcel of non-residential real property and related improvements located at 7801 Westheimer Road, Houston, Texas. The company filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 18-30521) on Feb. 5, 2018. Melissa A. Haselden, Esq., at Hoover Slovacek LLP, serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. LATITUDE SOLUTIONS: Gustin Judgment Sold to Glacier for $4.6M ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Carey Ebert, the Chapter 11 Trustee for Latitude Solutions, Inc., to sell, transfer and assign a final judgment, together with all underlying claims and causes of action, against John Paul DeJoria, Matthew Cohen, Howard Appel, and Ernest Bartlett in the lawsuit styled Ebert v. Gustin, et al., Civ. Act. No. 4:15-cv-00225-O (N.D. Tex.), to Glacier Value Partners, LLC or assignee for $4.6 million. On June 29, 2018, the Trustee filed a Bid Procedures Motion, and on July 2, 2018, the Trustee filed a Sale Motion. Pursuant to the Bid Procedures Order, an auction was conducted July 19. At the auction, GVP, on behalf of itself and its designees/assignees submitted the Highest and Best Bi, and Halcyon Long Duration Recoveries Management LP, acting on behalf of certain accounts advised by it, on behalf of itself and its designees/assignees, submitted the Back-Up Bid ($4,550,000). On the Closing, the Judgment will be sold, assigned and/or otherwise transferred to the High Bidder or the Back-Up Bidder, free and clear of all Encumbrances (including, without limitation, any and all interests of the Trustee's Special Litigation Counsel), regardless of whether such Encumbrances are paid in full by the Trustee. Any Encumbrances related to the Judgment will attach to the sale proceeds of the Judgment. For good cause shown, the Order will take effect immediately and will not be stayed pursuant to Bankruptcy Rules 6004(g), 6004(h), 6006(d), 7062, 9014 or other applicable law or procedural rules. The Trustee, the High Bidder, and the Back-Up Bidder are authorized to close the sale immediately upon entry of the Order. A copy of the Final Judgment attached to the Motion is available for free at: http://bankrupt.com/misc/Latitude_Solutions_412_Sales.pdf About Latitude Solutions Latitude Solutions, Inc. is a publicly traded corporation that owns intellectual property involved with the manufacture of water remediation plants. The Debtor filed a voluntary petition for relief under Chapter 7 (Bankr. N.D. Tex. Case No. 12-46295) on November 9, 2012. Carey Ebert was appointed the Chapter 7 trustee. On April 5, 2013, the court entered an order converting the case to one under Chapter 11, and Ms. Ebert was appointed the Chapter 11 trustee. LAYFIELD & BARRETT: Trustee Taps KW Park City as Broker ------------------------------------------------------- Richard Pachulski, the Chapter 11 trustee for Layfield & Barrett, APC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a real estate broker. The trustee proposes to employ KW Park City Keller Williams Real Estate in connection with the sale of the Debtor's real properties located at 2720 Homestead Road, Park City, Utah. Randal Rupert and Greg Miner are the agents at KW Park City who will be responsible for marketing and selling the properties. The firm will get a commission of 6% of the gross sales price. Mr. Miner disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Greg Miner KW Park City Keller Williams Real Estate 1750 Sun Peak Drive Park City, UT 84098 Phone: 435-649-9882 Fax: 435-649-0616 About Layfield & Barrett Certain creditors of Layfield & Barrett, APC, filed an involuntary Chapter 7 case on Aug. 3, 2017. The Debtor moved for conversion of the case to one under Chapter 11 of the Bankruptcy Code. On Aug. 11, 2017, the case was converted to a Chapter 11 case (Bankr. C.D. Calif. Case No. 17-19548). Judge Neil W. Bason presides over the case. Havkin & Shrago, Attorneys at Law, is the Debtor's bankruptcy counsel. LOCKWOOD HOLDINGS: Aug. 27 Auction of All Assets ------------------------------------------------ Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas approved bidding procedures proposed by Lockwood Holdings, Inc. and its affiliates in connection with the auction and sale of all or a portion of their assets, including a sale of only real estate or a sale of the businesses as a going concern. The salient terms of the Bidding Procedures are: a. Bid Deadline: Aug. 10, 2018 at 4:00 p.m. (CT) b. Notifications to Qualified Bidders and Notice of Minimum Bid Increments: Aug. 13, 2018 b. Initial Overbid: The initial overbid must exceed such Stalking Horse Bid by at least the amount of the Break-Up Fee. c. Auction: An Auction is scheduled to take place on Aug. 15, 2018 commencing at 10:00 a.m. (CST) at the offices of Gray Reed & McGraw LLP, 1300 Post Oak Blvd., Suite 2000, Houston, Texas. d. Bid Increments: $350,000 e. Objection Deadline: Aug. 17, 2018 f. Sale Hearing: Aug. 27, 2018 at 2:00 p.m. (CST) Any creditor that has a valid, perfected, unavoidable, and enforceable security interest in the Debtors' assets may make one or more credit bids for all or any portion of the secured claim(s) held by such Secured Party at the Auction. Wells Fargo is permitted to Credit Bid in an amount up to (i) the amount then outstanding under the terms of the Agreed Final Order (I) Authorizing the Debtors to (A) Obtain Postpetition Senior Secured Superpriority Financing and (B) Use Cash Collateral, (II) Granting Adequate Protection to Prepetition Secured Parties, (III) Modifying the Automatic Stay, and (IV) Granting Related Relief, and the related DIP credit agreement; plus (ii) the amount of Wells Fargo and/or the Secured Lenders' pre-petition secured claims, subject to any subsequent or pending challenge to the allowance of such secured claims. The Break-Up Fee (not to exceed 3% of the cash component of a Stalking Horse Bid) to be paid to a Stalking Horse Bidder is approved pursuant to the terms and conditions set forth in the Motion and Bidding Procedures, and will be paid pursuant to the terms of an order approving a Sale Transaction, or a confirmation order approving a Plan Transaction, as applicable. Any Transaction(s) entered into with the Debtors will be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description; and free and clear of all liens, claims, interests, and encumbrances. In the event the Debtors seek to assume and assign any contracts or leases, they must file with the Court and serve upon affected counter-parties to the Assumed Contracts (if any) the Notice of Cure Amounts no later than Aug. 17, 2018, subject to amendment and supplementation prior to the Sale Hearing. Objections, if any, to the assumption and assignment of the Assumed Contracts or to the Cure Notice and any Cure Amount, will be filed and served so as to be actually received by Aug. 24. Within three business days after entry of the Order, the Debtors will serve the Motion, the APA, the Bidding Procedures, a copy of the Bidding Procedures Order, and the Sale Notice upon all interested parties. The 14-day stay period established by Bankruptcy Rule 6004(h) is waived, and the Order will be effective immediately. A copy of the PSA and the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Lockwood_Holdings_483_Sales.pdf About Lockwood Holdings Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a privately owned company headquartered in Houston, Texas, that offers carbon steel pipe, carbon steel fittings & flanges, stainless steel pipe, stainless steel fittings & flanges, valves, valve automation, and engineered products. The company also provides services from MRO (maintenance, repair and operations) to large-scale projects, including design, engineering, automation, production, QA/QC, documentation, inspection, expedition and field service. Other in-house capabilities include light manufacturing and machining, modification, repair and NDE testing. Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-30197) on Jan. 18, 2018. Its affiliates LH Aviation, LLC (Bankr. S.D. Tex. Case No. 18-30198) and Piping Components, Inc. (Case No. 18-30199) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on Jan. 24, 2018. The cases are jointly administered and are pending before Judge David R Jones. In the petitions signed by CEO Michael F. Lockwood, Lockwood Holdings estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. LH Aviation and Piping Components estimated their assets in the range of $0 to $50,000 and $50 million to $100 million in debt. The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw LLP as counsel, and Spagnoletti & Co. as their special litigation counsel. Imperial Capital, LLC, is the Debtors' investment banker. jetAVIVA, LLC, is the aircraft broker. The Court appointed Keen-Summit Capital Partners, LLC as the Debtors' real estate broker, and Imperial Capital, LLC as their investment banker. The U.S. Trustee appointed an official committee of unsecured creditors. The Committee tapped McKool Smith, P.C., as its legal counsel, and Stout Risius Ross, LLC, as financial advisor. LOVEJOY'S FAMILY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Lovejoy's Family Moving., Inc. dba Republic Moving & Storage 43085 Business Park Drive, Ste C Temecula, CA 92590 Business Description: Headquartered in Chula Vista, California, Republic Moving & Storage -- https://www.republicmoving.com -- provides moving and storage solutions for residential homes, military personnel, and commercial businesses throughout Southern California and the world. Chapter 11 Petition Date: August 6, 2018 Case No.: 18-16624 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Scott C. Clarkson Debtor's Counsel: Illyssa I. Fogel, Esq. ILLYSSA I. FOGEL ASSOCIATES 815 N. La Brea Ave. Ste 78 Inglewood CA 90302 Tel: 888 570 7220 E-mail: ifogel@iiflaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph W. Lovejoy, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-16624.pdf LUCKY DRAGON: CarMax Buying 2015 Cadillac Escalade ESV for $37K --------------------------------------------------------------- Lucky Dragon Hotel & Casino, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of its 2015 Cadillac Escalade ESV sport utility vehicle to CarMax for approximately $37,000. The Debtor owns the Cadillac. Importantly, Lucky Dragon, LP does not possess any interest in the Cadillac. The Debtor wishes to sell the Cadillac to the Buyer, and expects to receive approximately $37,000 from the sale. The Sale will be an arm's-length transaction, as the Sale will be conducted on the open market, and the Debtor expects to realize the fair market value for the Cadillac. The sale will be free and clear of all liens, claims, encumbrances, and interests and exempt from any stamp, transfer, recording or similar tax. A copy of the CarMax Appraisal Offer attached to the Motion is available for free at: http://bankrupt.com/misc/LUCKY_DRAGON_547_Sales.pdf The Debtor will supplement the Motion, if approved, with the final Purchase Price once it enters into a purchase agreement with the Buyer. Importantly, the proceeds from the Sale will allow the Debtor to save a significant sum in terms of its monthly obligations. In turn, it intends to use such savings to maintain continued operations of its hotel, pay its creditors, and maximize the value of its bankruptcy estate. About Lucky Dragon LP and Luck Dragon Hotel & Casino Lucky Dragon, LP, owns the real estate and improvements of the Lucky Dragon Hotel & Casino located at 300 West Sahara Avenue, Las Vegas, Nevada, and employs 68 full-time and 30 part-time people. Lucky Dragon Hotel & Casino, LLC operates the Resort Hotel and Casino. The Lucky Dragon Hotel & Casino, LLC, commenced its Chapter 11 case by filing a voluntary petition (Bankr. D. Nev. Case No. 18-10792) on Feb. 16, 2018. The Lucky Dragon, LP, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-10850) on Feb. 21, 2018. The cases are jointly administered under Lucky Dragon Hotel & Casino's Case No. 18-10792. In the petition signed by Andrew S. Fonfa, managing member of Eastern Investments, LLC, Lucky Dragon estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. Judge Laurel E. Davis presides over the cases. The Debtors employed Schwartz Flansburg PLLC as their legal lead counsel; Mushkin Cica Coppedge as conflicts counsel; Innovation Capital, LLC as financial advisor; and Prime Clerk, LLC, as their claims and noticing agent. The Official Committee of Unsecured Creditors retained Levene, Neale, Bender, Yoo & Brill LLP as general bankruptcy counsel; Armstrong Teasdale LLP as co-counsel; and Kolesar & Leatham, as Nevada co-counsel. MAURICE SPORTING: American Material Buying Assets for $275K ----------------------------------------------------------- Maurice Sporting Goods, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the private sale of personal property located at 200 Interstate South, Suite 100, McDonough, Georgia to American Material Specialist, Inc., for $275,000. Following good faith, arms'-length negotiations led by the Debtors' Chief Restructuring Officer, the Debtors and the Buyer entered into the Agreement to sell the Personal Property located the at the leased Premises, which the Debtors are vacating. The salient terms of the Agreement are: a. The Buyer will purchase from the Debtors, on an "as-is, where is basis" and free and clear of liens and encumbrances, the Personal Property for the consideration of $275,000. b. The Buyer has also agreed to, among other things: (i) provide evidence of adequate insurance coverages and represent to the Debtors that such insurance coverages provide coverage for the benefit of the Debtors and their landlord that insures against the risk of damage arising from the performance of the Agreement; (ii) indemnify the Debtors and their landlord against all damages and delays in vacating the Premises arising from the performance of the Agreement, including but not limited to any damages within the scope of insurance coverages; (iii) provide all required labor, equipment, tools, materials and other instrumentalities to remove the Personal Property and perform the other requirements of the Agreement; (iv) grind all equipment anchors flush with the slab; and (v) provide all required electrical, mechanical, sprinkler, rigging, clean-up work, transportation, and other work required to remove Personal Property from the site as specified in the Agreement. c. The Buyer will remove all Personal Property before 11:59 p.m. on Sept. 6, 2018. d. The Buyer has agreed to leave the Premises in a "broom swept," orderly condition by 11: 59 p.m. on Sept. 6, 2018, with all materials, trash, tools, and associated items are to be removed from the facility and grounds, all floor bolts are to be cut flush to the floor, and any damage resulting from the removal of the Personal Property sold repaired to the satisfaction of the Debtors' landlord. e. The Buyer will repair the HVAC serving the Premises to have such HVAC in good working order and repair to the satisfaction of the Debtors' landlord by 11: 59 p.m. on Sept. 6, 2018. The Debtors intend to dispose of the Personal Property through a private transaction rather than conducting a public sale or auction process. Their advisors have identified the highest and best bid for the Personal Property, and believe further marketing efforts and delay to be cost prohibitive. In accordance with the terms and conditions of the Debtors' postpetition financing, as most recently modified by the Amended Final DIP Order, all cash proceeds generated from the sale contemplated by the Agreement will be payable to the Agent for the benefit of the Lenders. The Debtors ask a waiver of the 14-day stay of Bankruptcy Rule 6004(h). A hearing on the Motion is set for July 24, 2018 at 11:00 a.m. (ET). The objection deadline is July 17, 2018 at 4:00 p.m. (ET). A copy of the Sale Agreement and the list of assets to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Maurice_Sporting_422_Sales.pdf About Maurice Sporting Goods Maurice Sporting Goods, Inc., established in 1923, is a family-owned distributor of outdoor sporting goods specializing in fishing; marine; sports licensed products and souvenirs; outdoor gifts and decor; hunting; and camping and outdoor recreation. Collectively, Maurice Sporting Goods services more than 15,000 store fronts across the United States, Canada, South America, and Europe. Maurice Sporting Goods, Inc., and 4 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12481) on Nov. 20, 2017. Maurice Sporting Goods estimated $10 million to $50 million in total assets and $100 million to $500 million in total liabilities. The Debtors' cases have been assigned to Judge Christopher S. Sontchi. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as counsel; Patrick J. O'Malley of Development Specialists, Inc., as restructuring advisor; Silverman Consulting as financial advisor; Livingstone Partners LLC as investment banker; and Epiq Bankruptcy Solutions, LLC, as claims, solicitation and balloting agent. METRO AUTOMOTIVE: $850,000 Private Sale of Miami Property Approved ------------------------------------------------------------------ Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Metro Automotive Paint and Supply Co.'s private sale of the real property located at 3491 NW 79th Street, Miami, Florida to Terra Holdings, LLC for $850,000. The sale is free and clear of claims, liens and interests. The Court held that the sale of the Real Property does not violate the terms and conditions of the Plan or Confirmation Order. National Oak Distributors, Inc. is directed to execute whatever document(s) may be reasonably necessary to release the lien recorded in its name against the Real Property in the public records for Miami-Dade County, Florida. About Metro Automotive Paint and Supply Co. Metro Automotive Paint and Supply Co. sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-33773) on Oct. 2, 2012. The case os assigned to Judge Laurel M. Isicoff. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Michael D. Seese, Esq., as counsel. The petition was signed by Giovanni Savo, director. On April 22, 2014, the Court confirmed the Debtor's Plan of Reorganization. MLLD TRUCKING: Proposes Online Auction of Personal Property ----------------------------------------------------------- MLLD Trucking, LLC asks the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of personal property, consisting of (i) 2007 Kenworth T600B parts truck - cab & chassis only; (ii) 2006 Kenwoith T600C parts truck; (iii) two 2006 Kenworth T600; (iv) 2006 Kenworth W900; (v) 1999 Kenworth W900; (vi) 1999 Peterbilt 379; (vii) 1996 Kenworth T-600; (viii) two 2011 Timpte trailer; (ix) 2007 Timpte trailer; (x) 2003 Timpte trailer; (xi) 1998 Timpte trailer; (xii) 24 used 22.5 trailer tires w/aluminum rims; and (xiii) two used 22.5 aluminum rims, by online auction. Said personal property will be sold after the objection time has run, free and clear of any lien, claim or encumbrance of any party. The Secured Creditor on the personal property, Giltner State Bank, a branch of Henderson State Bank, has agreed to the sale of said personal property and will retain its liens, in the priority established under Nebraska or applicable law, upon the proceeds of the sale of the machinery and equipment. The closing costs will first be deducted from the proceeds and the proceeds paid to the Secured Creditor in accordance with Nebraska law and bankruptcy law. About MLLD Trucking MLLD Trucking, LLC, is a motor carrier located in Pleasanton, Nebraska. MLLD Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 17-41612) on Oct. 12, 2017. In the petition signed by Mark A. Dobish, its president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Thomas L. Saladino presides over the case. Wolfe, Snowden, Hurd, Luers & Ahl, LLP, is the Debtor's legal counsel. NATIONAL STORES: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Affiliated companies that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- J & M Sales Inc. (Lead Debtor) 18-11801 dba Fallas Discount Stores dba Fallas Paredes dba Fallas 15001 South Figueroa Street Gardena, CA 90248 National Stores, Inc. 18-11802 J&M Sales of Texas, LLC 18-11803 FP Stores, Inc. 18-11804 Southern Island Stores, LLC 18-11805 Southern Island Retail Stores LLC 18-11806 Caribbean Island Stores, LLC 18-11807 Pazzo FNB Corp. 18-11808 Fallas Stores Holdings, Inc. 18-11809 Pazzo Management LLC 18-11810 Business Description: Established in 1962, J & M Sales Inc. and its subsidiaries are discount retailers offering brand name clothing for men, ladies, boys, girls, juniors, infants and toddlers. The Debtors operate 344 stores in 22 states and Puerto Rico and employ over 9,800 people. The Debtors offer a broad selection of merchandise, including apparel, bedding, household supplies, decor items and other general merchandise. Chapter 11 Petition Date: August 6, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Laurie Selber Silverstein Debtors' General Bankruptcy Counsel: William Freeman, Esq. Karen Dine, Esq. Jerry Hall, Esq. KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, NY 10022 Tel: (202) 940-8800 Fax: (202) 940-8776 Email: bill.freeman@kattenlaw.corn karen.dine@kattenlaw.com jerry.hall@kattenlaw. com Debtors' Bankruptcy Co-Counsel: Richard M. Pachulski, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 (Courier 19801) Tel: (302) 652-4100 Fax: (302) 652-4400 Email: rpachulski@pszj law.com pkeane@pszj law.com Debtors' Real Estate Advisors: RETAIL CONSULTING SERVICES, INC. DBA RCS REAL ESTATE ADVISORS Debtors' Investment Banker: IMPERIAL CAPITAL, LLC Debtors' Notice & Claims Agent and Administrative Advisor: PRIME CLERK LLC Website: https://cases.primeclerk.com/nationalstores/Home-DocketInfo Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Curt Kroll, chief restructuring officer. A full-text copy of J & M Sales' petition is available for free at: http://bankrupt.com/misc/deb18-11801.pdf List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Armouth International Inc. Trade $15,639,826 18 W 33rd Street 5th Floor New York, NY 10001 Attn: Charles Armouth Levy Tel: (212) 695-7700 Email: charlie@armouth.com One Step Up Ltd. Trade $10,328,228 1412 Broadway 3rd Floor New York, NY 10018 Attn: Harry Adjmi Tel: (212) 398-1110 Email: hadjmi@onestepup.com Louise Paris Ltd. Trade $3,979,895 1350 Broadway New York, NY 10018 Attn: Abert Barnathan and Solomon Barnathan Tel: (212) 354-5411 Email: abarnathan@aol.com; solomon@louiseparis.com Seven Apparel Trade $3,905,520 347 5th Avenue #201 New York, NY 10016 Attn: Issac Kassin Tel: (212) 481-4844 ext. 211 Email: isaacm@nptrd.com Multitex Limited Trade $3,836,825 918 Cheung Sha Wan Rd. 9/F Angel Tower Kowloon, Hong Kong Attn: Vijay Mohinani Email: vijay@masonglobal.com China Fortune LLC Trade $3,462,719 401 C Old Mill Road Cartersville, GA 30120 Attn: Christina Yang Email: Christina.yang@chinafortunellc.com J.B. Hunt Transport Inc. Trade $3,441,717 Los Angeles, CA 90074-8545 Attn: Mena Botros Tel: (973) 325-6045 Email: mena.botros@jbhunt.com Children's Apparel Trade $3,371,271 Network (Trend) 77 South First Street Elizabeth, NJ 07206-1501 Attn: Nathan Shalom Tel: (212) 244-6023 Email: nathan@childapp.com Trendset Originals LLC Trade $3,036,247 1407 Broadway, 5th Floor New York, NY 10018 Attn: Albert Chehebar and JJ Gabay Tel: (212) 736-9520 Email: Albert@skiva.com; jj@skiva.com Ascendance Apparels LLC Trade $2,754,802 2600 W Olive Ave Burbank, CA 91505 Attn: Mahesh Harwani and Lokesh Harwani Email: maheshh@ascendanceapparels.com; lokeshh@asianmarl.tw Oceanic Trading Company Trade $2,748,006 1006 Eleventh Avenue Neptune, NJ 07753-5174 Attn: Neil Saada Tel: (800) 942-2139 Email: neil@oceanictradingco.com Lorency & Co. Trade $2,586,249 1384 Broadway, Suite 801 New York, NY 10018 Attn: Sonny Kafif Tel: (212) 868-1380 Email: sonny@lorency.com Basicline Inter Ltd. Trade $2,486,082 Rama Impex, Inc. 7664 San Fernando Road, Unit 11 Sun Valley, CA 91352 Attn: Rajesh Mirpuri Tel: +011 (852) 3552-5500 Email: rashesh@basicline.com.hk S & L Home Fashions Trade $2,442,896 5601 Downey Rd. Vernon, CA 90058 Attn: Bhart Manwani Tel: (323) 587-0800 Email: bmanwani@slhomefashions.com Fishman & Tobin Inc. Trade $2,430,085 4000 Chemical Road, Suite 500 Plymouth Meeting, PA 19462-1708 Attn: Steven Pinkow Tel: (646) 745-3559 Email: stevenpinkow@globalgrandgroup.com Metro Exports Trade $2,313,864 206-208 New East Ocean Centre 9 Science Museum Road T.S.T. Kowloon Attn: Pishu Mirani Email: pishu@metroexp.com Bhama International Inc. Trade $2,265,797 7764 San Fernando Road, Unit 11 Sun Valley, CA 91352 Attn: Rajesh Mirpuri Tel: +011 (852) 3552-5500 Email: rajesh@basicline.com.hk Julius Young Hosiery Inc. Trade $2,226,809 38-60 Blanchard Street Newark, NJ 07105-4702 Attn: Joseph Hirsch Tel: (212) 594-1683 Email: Joseph@juliusyoung.com Kidz Concepts Trade $2,218,451 1412 Broadway, 3rd Floor New York, NY 10018 Attn: Harry Adjmi Tel: (212) 398-1110 Email: hajmi@onestepup.com Tuff Cookies Trade $2,202,067 112 West 34th Street New York, NY 10001 Attn: Saul Kredi Tel: (212) 967-4430 Email: Saul@tuffcookies.com 3 WEIII Trading Trade $1,980,542 Company Limited Flat A2, 10/F, Block A Profisient Industrial Centre 6 Wang Kwun Road Kowloon Bay Attn: Lester Jang Tel: +011 (852) 6028-3711 Email: lesterjang@yahoo.com PEM-American (H.K.) Trade $1,862,850 Company Limited FLAT 1907, 19th Floor Great Eagle Centre 23 Harbour Road Wanchai Attn: Wang Ji Tel: (516) 713-7925 Email: kpemam314@outlook.com Four Seasons Apparel Inc. Trade $1,802,885 16180 Ornelas St Irwindale, CA 91706 Attn: Ali Safawi and Lydia Coronado Tel: (626) 334-4446 ext. 204 Email: asafawi@fourseasonsapparel.net lcoronado@fourseasonsapparel.net North Point Trading Inc. Trade $1,310,505 347 5th Avenue, 2nd Floor New York, NY 10016 Attn: Daniel Srour Tel: (212) 481-4844 ext. 211 Email: daneilj@nptrd.com Global Accessories Trade $1,268,417 Manufacturing Co. Flat A1 10/F Block A Proficient No. 6 Kowloon Bay Attn: Lester Jang Tel: +011 (852) 6028-3711 Email: lesterjang@yahoo.com Ridhi Sidhi Enterprises LLC Trade $1,256,009 262 W 38th Street Suite #506 New York, NY 10018 Attn: Rajesh Tel: (571) 277-3231 Email: ridhisidhi402@gmail.com American Retro Trade $1,218,518 2601 Sequoia Dr. South Gate, CA 90280 Attn: Tony Paz Tel: (213)591-0855 Email: tony@caoffprice.com Hot Chocolate, Inc. Trade $1,161,940 1100 West Walnut St. Compton, CA 90220 Attn: John Dovoudzadeh Tel: (323) 233-6500 Email: hotchocolateinc@yahoo.com Estex Home Trade $1,103,274 Fashions/Dynamite Dec 1019 East 46th Street Brooklyn, NY 11203-6515 Attn: Jack Imir Tel: (212) 532-5005 Email: jack@estexhome.com Idea Nuova Inc. Trade $1,093,836 302 5th Avenue, 5th Floor New York, NY 10001 Attn: Isaac Ades Tel: (212) 643-0680 Email: isaac@ideanuova.com NATIONAL STORES: Files Chapter 11 to Facilitate Restructuring ------------------------------------------------------------- National Stores, Inc., on Aug. 6, 2018, disclosed that it has initiated a court-supervised restructuring with the support of its lenders and suppliers integral to the business. The Company filed voluntary petitions for Chapter 11 relief in the United States Bankruptcy Court for the District of Delaware to facilitate its reorganization. As part of the restructuring, the Company will be closing 74 of its 344 stores. National Stores is working with its vendors, lenders and other creditors on a consensual plan of reorganization. "National Stores, historically a profitable company, is committed to improving its financial health and returning to profitability. Our goal is to emerge a reorganized Company poised to compete in an evolving industry so that we can continue to serve the communities where we are rooted," said Michael Fallas, National Stores Chief Executive Officer. Like many retail concerns, National Stores has suffered financial setbacks from certain underperforming stores. This has been exacerbated by severe weather in various regions, such as Hurricane Maria, resulting in the prolonged, temporary closure of damaged stores and loss of revenue. The Company suffered further financial losses resulting from the acquisition of Conway Stores. The strain on liquidity was worsened by the aftermath of the Company's data breach as access to operating funds diminished. "National Stores has been a fixture of the retail community for over 56 years and through this process we intend to secure our future for our valued employees, customers and suppliers," added Mr. Fallas. "Our employees can be assured that they will continue to receive their salaries and benefits, customers can continue to purchase the items they want at the exceptional prices they rely on, all of our stores will continue to honor gift cards, and we will maintain gift card sales at our remaining stores." The Company has ample liquidity to fund operations and has received a commitment for up to approximately $108 million in debtor-in-possession financing from its existing lenders. "The support of our lenders and suppliers underscore their confidence in the future of the Company," said Mr. Fallas. Store closing sales will begin on August 9, 2018. Court filings as well as other information related to the restructuring are available at https://cases.primeclerk.com/nationalstores or by calling (844) 384-4470 (toll free from the US or Canada) or +1 (347) 859-8088 (international). Pachulski, Stang, Ziehl & Jones, LLP and Katten Muchin Rosenman LLP are serving as legal counsel, SierraConstellation Partners, LLC is serving as the Chief Restructuring Officer and support staff, and Imperial Capital is serving as investment banker to the Company. About National Stores National Stores is a 344 store chain in twenty-two states and Puerto Rico. National Stores currently does business as Fallas, Fallas Paredes, Fallas Discount Stores, Factory 2-U, Anna's Linen's by Fallas, and Falas (spelled with single "l" in Puerto Rico). The brands of National Stores are located in retail plazas, specialty centers, and downtown areas to serve the communities its customers and staff members call home. NOON MEDITERRANEAN: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Noon Mediterranean, Inc. fka Verts Mediterranean Grill, Inc. fka Verts Kebap, Inc. fka DMS Foods Workville - Noon Mediterranean 1412 Broadway, 21st Floor New York, NY 10018 Business Description: Established in 2011 and headquartered in New York, Noon Mediterranean, Inc. owns and operates restaurants in Austin, Dallas, Houston, and San Antonio, Texas; and New York City. Chapter 11 Petition Date: August 6, 2018 Case No.: 18-11814 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtor's Counsel: Joseph J. McMahon, Jr., Esq. CIARDI, CIARDI & ASTIN 1204 N. King Street Wilmington, DE 19801 Tel: 302-658-1100 Fax: 302-658-1300 E-mail: jmcmahon@ciardilaw.com - and - Daniel K. Astin, Esq. CIARDI CIARDI & ASTIN 1204 N. King Street Wilmington, DE 19801 Tel: 302-658-1100 E-mail: dastin@ciardilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Stefan Boyd, president and CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/deb18-11814.pdf NRG REMA: S&P Withdraws 'CCC-' Issuer Credit Rating --------------------------------------------------- S&P Global Ratings withdrew its 'CCC-' issuer credit rating on NRG REMA LLC. S&P also withdrew its 'CCC+' issue rating and '1' recovery rating on its pass-through certificates. S&P said, "Based on a forbearance agreement with noteholders from June 2018, NRG REMA is not required to produce financial statements, so we do not have financial statements for the year ended Dec. 31, 2017." OUTBACK DEVELOPMENT: Plan Outline Okayed, Plan Hearing on Sept. 19 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Missouri will consider approval of the Chapter 11 plan for Outback Development, LLC at a hearing on Sept. 19. The hearing will be held at 11:00 a.m., at the Bankruptcy Courtroom. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on Aug. 2. The order set a Sept. 6 deadline for creditors to file their objections and submit ballots of acceptance or rejection of the plan. A status hearing by telephone to discuss confirmation-related issues is scheduled for Sept. 11, at 11:00 a.m. The Court, in July, denied approval of the original disclosure statement and directed the Debtor to file an amended disclosure statement and plan by August 1. The Amended Disclosure Statement discloses that the Debtor has on deposit in a "Debtor in Possession" account the sum of $808,680.79, which will be available for distribution to claims and the following holders of general unsecured claims: BKD, L.L.P. $3,996.28 LINDA S. WOOD Unknown OUTBACK ROADHOUSE MOTEL & SUITES LLC Undetermined OUTBACK STEAK & OYSTER BAR, INC. Undetermined SUSAN BOSWELL $50,000.00 THE HARRISON COMPANY, LLC $60,224.77 EMPIRE ENERGY, LLC $2,052,124.14 Husch Blackwell - A copy of the Amended Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/ycwttbk6 at no charge. About Outback Development Based in Branson, Missouri, Outback Development, LLC, is a privately-held company engaged in real estate development and management. Outback Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-61215) on Nov. 9, 2017. Steve R. Wood, its managing member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Cynthia A. Norton presides over the case. David Schroeder Law Office, P.C., is the Debtor's legal counsel. PARADIGM TELECOM: Taps Fuqua & Associates as Legal Counsel ---------------------------------------------------------- Paradigm Telecom II, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Fuqua & Associates, PC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate and file a potential plan of arrangement; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Richard Fuqua Attorney-in-Charge $500 Mary Ann Bartee Associate $250 Michael Fuqua Associate $225 T.J. O'Dowd Legal Assistant $95 Richard Fuqua, Esq., at Fuqua & Associates, disclosed in a court filing that he and his firm neither hold nor represent any interest adverse to the Debtor and its estate. The firm can be reached through: Richard L. Fuqua, II, Esq. Fuqua & Associates, PC 5005 Riverway, Ste. 250 Houston, TX 77056 Tel: 713-960-0277 Email: fuqua@fuqualegal.com About Paradigm Telecom II LLC Paradigm Telecom II, LLC -- http://www.paradigmtelecom.com/-- is a provider of communications infrastructure to carrier providers. Its services include ethernet, dark fiber, DAS and small cell, fiber to the tower, and international voice and data. It was founded in 2001 and is headquartered in Houston, Texas. Paradigm Telecom II sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-34112) on July 27, 2018. In the petition signed by Brian Beers, president, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Jeff Bohm presides over the case. PAYSON PETROLEUM: Trustee's $700K Sale of Grayson Property Approved ------------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Jason Searcy, the Chapter 11 Trustee for Payson Petroleum, Inc., Maricopa Resources, LLC and Paysos Operating, LLC, to sell Payson and Maricopa's real property located in Grayson County, Texas to include their interests in the Turner #1, William #1H, Elaine #1, Jenny #1, Crowe #1, Crowe #2, and Brown #1 oil and gas wells ("Subject Wells"), as well as all leasehold interests, royalty and overriding royalty interests, or personal property associated with the Subject Wells; and Payson's interest in approximately 17 acres of Grayson County, Texas surface property to J. Michael Wheeler, JMW Brown #1, LLC, and JMW Recovery, LLC for $500,000, plus $200,000 for settlement of adversary proceeding. The sale is free and clear of all Liens, with such Liens to attach to the proceeds of the sale, with the exception of the liens that secure year 2018 ad valorem property taxes owed to Grayson County and Grayson College, which will remain attached to the Subject Property and become the responsibility of the Wheeler Parties and the Buyer. The cash proceeds of the sale will be applied to repay holders of valid and properly perfected liens to the extent of their allowed secured claim amount in the order of their priority subject to further order of the Court, agreement of the Trustee and holders of Liens, or pursuant to a chapter 11 plan, as further provided in the Order. At the closing of the sale, Grayson County will receive payment of year 2017 ad valorem property taxes plus all accrued penalties and interest owed on account number N418641 in In re Maricopa Resources, LLC. Grayson County will also receive payment of year 2016 ad valorem property taxes with interest that has accrued from the petition date through the date of payment at the state statutory rate of 1% per month on its prepetition claim filed in In re Maricopa Resources, LLC, which appears on the claims register as claim number 15 and on the following accounts in its claim filed in In re Payson Petroleum, Inc., which appears on the claims register as claim number 23: (i) N409237 Jenny#1; (ii) N411276 Elaine; (iii) N412045 Crowe#1; (iv) N412130 Crowe#2; (v) R113821 Surface Land Enterprise Rd; (vi) R113826 Surface Land 1881 Enterprise Rd; and (vii) R504896 Surface Land Old Quail Run Rd. The liens that secure all amounts owed to Grayson County for year 2016 ad valorem property taxes on account number N418074 in its claim filed in In re Payson Petroleum, Inc. (claim no. 23) will attach to the sale proceeds. These taxes will be paid with interest that has accrued from the petition date through the date of payment at the state statutory rate of 1% per month pursuant to 11 U.S.C. Sections 506(b) and 511 and pursuant to further order of the Court following the filing of a motion to pay the amounts associated with the account with notice and an opportunity to object, which will be filed within ten days of the closing of the sale. For the avoidance of doubt, the Wheeler Parties and the Buyer are not releasing any claims they may have against Griffin, PCGI, any other non-debtor party, or their assets. However, all claims asserted against the Debtors or their estates by J. Michael Wheeler, JMW Brown #1, LLC, and/or JMW Recovery LLC are released, and the following claims are disallowed in their entirety: (i) Proof of Claim No. 20-1 filed by JMW Recovery LLC in Bankruptcy Case No. 16-41044; (ii) Proof of Claim No. 28-1 filed by JMW Recovery LLC in Bankruptcy Case No. 16-41045; and (iii) Proof of Claim No. 12-1 filed by JMW Recovery LLC in Bankruptcy Case No. 16-41043. The Buyer will assume the Debtors' plugging and abandonment liabilities and other obligations under Texas law, including those owed to the Railroad Commission of Texas, with respect to the Subject Property. The Order will be effective and enforceable immediately upon entry, its provisions will be self-executing, and the automatic stay of orders authorizing the sale, use, or lease of property of the estate as set forth in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, if applicable, will not apply to this Order. The Trustee, the Debtors, the Wheeler Parties, and the Buyer are authorized to Close immediately upon entry of the Order. About Maricopa Resources, Payson Operating and Payson Petroleum Maricopa Resources, LLC, Payson Operating, LLC, and Payson Petroleum, LLC, each filed a Chapter 7 petition (Bankr. E.D. Tex. Case Nos. 16-41043 to 16-41043) on June 10, 2016. The Debtors were represented by Mark A. Weisbart, Esq., at The Law Office of Mark A. Weisbart in Dallas. On July 11, 2016, the Court held a hearing on the Debtors' motions to appoint a Chapter 11 Trustee. After appropriate notice and opportunity for hearing, the Court found that cause exists to appoint a Chapter 11 Trustee for the Debtors upon conversion of the cases from Chapter 7 to Chapter 11. Michelle Chow was named Chapter 7 trustee but was terminated effective July 12, 2016, following conversion of the cases to Chapter 11. The Chapter 7 trustee was represented by Mark I. Agee, Esq. The cases are assigned to Judge Brenda T. Rhoades. PEN NATIONAL: Moody's Confirms Ba3 Corp. Family Rating ------------------------------------------------------ Moody's Investors Service confirmed the Ba3 Corporate Family Ratings for both Penn National Gaming, Inc. and Pinnacle Entertainment, Inc. Both companies were placed under review for downgrade on December 19, 2017 following the announcement that Penn will acquire Pinnacle in a cash and stock transaction valued at approximately $2.8 billion. The transaction is expected to close early in the fourth quarter of this year. Penn's and Pinnacle's Ba2 senior secured and B2 senior unsecured ratings were also confirmed. Additionally, Moody's assigned a Ba2 (LGD3) to Penn's proposed $430 million term loan A add-on due 2023 and new $820 million term loan B due 2025. This rating action concludes the review for downgrade for both Penn and Pinnacle. "Since the merger announcement was made and review for downgrade was initiated, EBITDA growth and debt reduction at Penn and Pinnacle since then along with a Moody's projected free cash flow expectation of the combined entity, will enable Penn to achieve and maintain debt/EBITDA of about 5.7 times in fiscal 2019, and 5.5 times in fiscal 2020, " stated Keith Foley, a Senior Vice President at Moody's." "Moody's projected leverage for the combined entity, along with the expectation that Penn will maintain debt/EBITDA at or near the 5.5 times level, helps support its decision to confirm the ratings," added Foley. The confirmation also gives credit to Penn's estimated $100 million annual run-rate expense synergies that are expected to occur during the next 2 years. Moody's believes this synergy assumption is achievable given the highly identifiable nature of the cost savings along with the fact that the synergies themselves are modest, at only about 2.5% of the combined entity total operating expense structure. Other considerations include the combined entities substantial size and geographic diversity, and the stable outlook Moody's sees for regional gaming in the U.S. Outlook Actions: Issuer: Penn National Gaming, Inc. Outlook, Changed To Stable From Rating Under Review Issuer: Pinnacle Entertainment, Inc. Outlook, Changed To Stable From Rating Under Review Confirmations: Issuer: Penn National Gaming, Inc. Probability of Default Rating, Confirmed at Ba3-PD Corporate Family Rating, Confirmed at Ba3 Senior Secured Term Loan A, Confirmed at Ba2 (LGD3) Senior Secured Revolving Credit Facility, Confirmed at Ba2 (LGD3) Senior Secured Term Loan B, Confirmed at Ba2 (LGD3) Senior Unsecured Global Notes, Confirmed at B2, to (LGD6) from (LGD5) Issuer: Pinnacle Entertainment, Inc. Corporate Family Rating, Confirmed at Ba3 Probability of Default Rating, Confirmed at Ba3-PD Senior Secured Term Loan A, Confirmed at Ba2 (LGD3) Senior Secured Revolving Credit Facility, Confirmed at Ba2 (LGD3) Senior Unsecured Global Notes, Confirmed at B2 (LGD5) Assignments: Issuer: Penn National Gaming, Inc. Senior Secured Term Loan A, Assigned Ba2 (LGD3) Senior Secured Term Loan B, Assigned Ba2 (LGD3) All of Pinnacle's ratings will be withdrawn once the transaction closes given that all of its debt will be repaid and the organization will no longer existing. RATINGS RATIONALE Penn's Ba3 Corporate Family Rating reflects the pro forma and post-merger projected results with Pinnacle. Other factors include its large size in terms of revenue and high level of geographic diversification, its stable US gaming industry outlook, and the operating and financial benefits Moody's believes are available to Penn through the company's relationship with Gaming & Leisure Properties, Inc. (GLPI, Ba1 stable), a real estate investment trust. Penn benefits from its relationship with GLPI in that it can present opportunities for Penn to secure management contracts from new assets at GLPI. Other concerns include the long-term fundamental challenges facing regional gaming companies related to consumer entertainment preferences and US population demographics that Moody's believes will continue to move in a direction that does not favor traditional casino-style gaming. The Ba2 senior secured debt rating for Penn, Pinnacle and the pro forma merged entity considers the credit support it receives from the senior unsecured debt below it. The B2 rating on the senior unsecured debt reflects the significant amount of senior secured debt ahead of it in the pro forma capital structure. Moody's does not consider the lease payments from as a form of credit support for LGD purposes given that the lease is structured as a master lease. In a master lease, the rejection of one lease requires the rejection of all leases. As a result, the benefit of being able to reject individual leases -- typically considered a form of credit support to more senior funded debt -- is not available to as the company's creditors are incentivized to maintain the master lease as it is their primary asset. Penn's stable rating outlook considers Moody's expectation that the company will generate approximately $500 million of free cash flow in the next two years that it can use to manage its debt/EBITDA level in the mid-5.0 times level. Although not likely in the foreseeable future, a higher rating is possible for Penn over the long-term, but would require that the company achieve and maintain Moody's adjusted debt/EBITDA at or below 5.5 times. Ratings could be downgraded if Penn is not able to maintain debt/EBITDA below 6.0 times for any reason. Penn National Gaming, Inc. owns, operates twenty-seven facilities in seventeen jurisdictions, including Florida, Illinois, Indiana, Kansas, Maine, Massachusetts, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. Net revenue for the latest 12-month period ended March 31, 2018 was about $3.2 billion. Pinnacle owns and operate 16 gaming, hospitality and entertainment businesses, of which 15 operate in leased facilities. Net revenue for the latest 12-month period ended March 31, 2018 was about $2.6 billion. The company's owned facilities are located in Ohio and its leased facilities are located in Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, and Pennsylvania. Pinnacle also holds a majority interest in the racing license owner, and is a party to a management contract, for Retama Park Racetrack located outside of San Antonio, Texas. The company also owns and operates a live and televised poker tournament series under the trade name Heartland Poker Tour. The principal methodology used in these ratings was Gaming Industry published in December 2017. PENN NATIONAL: S&P Affirms B+ Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer-credit rating on Wyomissing, Pa.-based casino operator Penn National Gaming Inc. The rating outlook is stable. S&P said, "At the same time, we assigned our 'BB' issue-level and '1' recovery rating to Penn's proposed $820 million new senior secured term loan B. The '1' recovery rating reflects our expectation for very high (90% to 100%; rounded estimate 95%) recovery for lenders in the event of a payment default. "We also affirmed our 'BB' issue-level rating on Penn's $711 million term loan A (balance as of June 30, 2018 and pro forma to include the proposed $430 million add-on). The recovery rating remains '1', reflecting our expectation for very high (90% to 100%; rounded estimate 95%) recovery for lenders in the event of a payment default. We affirmed all other senior secured ratings. "We also affirmed our 'B+' issue-level rating on Penn's $400 million senior unsecured notes due 2027, and removed the issue-level rating from CreditWatch, where it was placed with negative implications on Dec. 19, 2017. We are affirming the rating because our increased valuation for the combined company coupled with a lower expected level of secured debt outstanding in our simulated default scenario supports meaningful (50% to 70%; rounded estimate: 65%) recovery for noteholders in the event of a payment default. This remains consistent with a '3' recovery rating. The lower level of secured debt at default is due to over $160 million in existing term loan B reduction in the first half of 2018, in conjunction with a greater level of expected secured amortization before default because of a greater amount of term loan A in the capital structure than we had previously expected." Penn plans to use proceeds from the term loan A add-on and the proposed new term loan B, together with asset sale proceeds and the issuance of Penn stock to Pinnacle shareholders, to fund the acquisition of Pinnacle. We expect the acquisition to close in the fourth quarter of this year. S&P said, "The issuer credit rating affirmation reflects our forecast for adjusted leverage, pro forma for the completion of the Pinnacle acquisition, to be around 6x by the end of 2019, which provides sufficient cushion relative to our 6.5x downgrade threshold to absorb some potential operating underperformance in the next year. We believe the combined entity can support leverage up to 6.5x given the meaningfully larger scale and improved geographic diversity of the combined entity. "The stable rating outlook reflects our expectation for adjusted leverage, pro forma for the completion of the Pinnacle acquisition, to improve to around 6x by the end of 2019, which provides sufficient cushion relative to our 6.5x downgrade threshold to absorb some potential operating underperformance. We could lower the rating if we expect the combined entity to sustain adjusted leverage above 6.5x. This would likely occur if we no longer believed the company would achieve at least half of its outlined cost synergies in 2019, or if the company underperformed our 2019 forecast for EBITDA by 5 percent to 10 percent. "Given our forecast for leverage to be around 6x in 2019, pro forma for the completion of the Pinnacle acquisition, we are unlike to raise the rating in the next year. However, in the event Penn successfully integrates the Pinnacle acquisition in a manner that results in adjusted leverage being sustained under 5.5x, we could consider raising the rating." R.E. GAS DEVELPMENT: Aug. 16 Auction of All Assets Set ------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Pennsylvania granted R.E. Gas Development, LLC, and its debtor-affiliates approval to conduct an auction for substantially all of their assets, including the Debtors' oil and gas properties, on Aug. 16, 2018, at 10:00 a.m. (ET), according to a notice served by the Debtors. On June 1, 2018, the Debtors filed with the Court their Motion (a) asking entry of an order (i) authorizing and approving Bidding Procedures to be used in connection with the sale of their Assets; (ii) authorizing them to enter into one or more Asset Purchase Agreement with one or more potential bidders; (iii) scheduling an Auction for the Assets, if necessary, and the hearing with respect to the approval of the sale and approving the form and manner of notice thereof; (iv) authorizing certain procedures related to the Debtors' assumption and assignment of executory contracts and unexpired leases in connection with any Sale, including notice to each non-Debtor counterparty to an executory contract or unexpired lease of their proposed cure amounts to cure all monetary defaults under the Contracts, if any, and notice of proposed assumption and assignment of certain Contracts in connection with a particular Sale; and (b) asking entry of one or more orders, as applicable, authorizing and approving (i) the Sale of the Assets free and clear of all liens, claims, interests or encumbrances, and (ii) the assumption and assignment of the Proposed Assumed Contracts. On June 29, 2018, the Court entered the Bidding Procedures Order. Pursuant to the Bidding Procedures Order, the Final Bid Deadline is July 26, 2018 at 12:00 p.m. (ET). If the Debtors receive more than one Qualified Bid for any of the Assets, they'll conduct an Auction at the offices of Jones Day, 250 Vesey Street, New York, New York 10281 on Aug. 16, 2018, at 10:00 a.m. (ET). If the Debtors receive no more than one Qualified Bid (including any Credit Bid) with respect to any of the Assets, the Debtors may not hold the Auction for such Assets and instead declare such Qualified Bid as the Successful Bid on such Assets and ask at the Sale Hearing that the Court approves the applicable Asset Purchase Agreement with the applicable Successful Bidder. If they do not receive any Qualified Bids that provide for payment of the Reserve Price, the Debtors will cancel the Auction and the Sale Hearing and, as set forth more fully in the RSA, proceed with a restructuring pursuant to a chapter 11 plan. Objection deadline to a Sale Transaction is Aug. 6, 2018 at 4:00 p.m. (ET). The deadline of the objections to the assumption and assignment of the Proposed Assumed Contracts is (i) 24 hours after the Auction has closed or (ii) Aug. 20, 2018 at 12:00 p.m. (ET). The Sale Hearing will take place on Aug. 23, 2018 at 10:00 a.m. (ET). About Rex Energy Corp. Rex Energy Corporation -- http://www.rexenergy.com/-- and its subsidiaries are independent oil and gas companies operating in the Appalachian Basin, engaged in the acquisition, production, exploration and development of oil, natural gas and natural gas liquids. They are focused on drilling and exploration activities in the Marcellus Shale, Utica Shale and Upper Devonian Shale. Rex Energy is headquartered in State College, Pennsylvania and became a public company in 2007. On May 18, 2018, Chapter 11 cases were filed by Rex Energy Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC (Case No. 18-22035). R.E. Gas Development is the lead case. In the petitions signed by Thomas C. Stabley, president and CEO, the Debtors listed total assets of $851,000,957 and total debt of $984,529,090 as of April 30, 2018. Judge Jeffery A. Deller presides over the cases. James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S. Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J. Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve as the Debtors' bankruptcy counsel. The Debtors tapped Perella Weinberg Partners as their investment banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk LLC as claims and noticing agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on May 29, 2018. The Committee tapped Brown Rudnick LLP as its lead counsel; and Leech Tishman Fuscaldo & Lampl, LLC, as its local counsel. REAL MEX: Files Voluntary Chapter 11 Petition to Facilitate Sale ---------------------------------------------------------------- RM Holdco LLC and its subsidiaries ("Real Mex"), the operator of Chevys Fresh Mex, El Torito, and other full-service Mexican restaurant brands, on Aug. 6, 2018, disclosed that it has executed an Asset Purchase Agreement with an affiliate of Z Capital Group, LLC. In order to facilitate the sale, the Company has voluntarily filed to reorganize under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Real Mex's restaurants will remain open and operating as usual during the Ch. 11 process and customers can expect to continue to enjoy the great food, festive environment, and genuine hospitality for which the Company is known. Under the asset purchase agreement, Z Capital Croup has agreed to purchase substantially all of Real Mex's assets and assume certain liabilities, subject to higher or otherwise better offers. Z Capital Croup is currently a partial owner in the Company and, along with co-owner Tennenbaum Capital Partners, has agreed to provide $5.5 million in Debtor-in-Possession financing to ensure an efficient bankruptcy and sale process. "[Mon]day's filing is an important step in completing the sale process that Real Mex began late last year," said CEO Bryan Lockwood. "The support from Z Capital and Tennenbaum will help minimize any disruptions and ensure that the process is seamless for our guests, employees, and vendors. We're looking forward to completing this transaction as swiftly as possible and emerging from Ch. 11 in a stronger financial position, poised for future growth." Real Mex has established a Restructuring Information Hotline for interested parties at 888-251-3046 (toll-free domestic) or 310-751-2615 (direct dial international). Additional information can be found on Real Mex's website at www.Realmexrestaurants.com/sale. Court filings and information about the claims process can be found at a separate website maintained by the Company's claims agent, KCC LLC, at www.kccllc.net/RealMex. Sidley Austin LLP is serving as legal advisor, Alvarez & Marsal is serving as financial advisor, and Piper Jaffray & Co is serving as M&A advisor to Real Mex. REVENUE CYCLE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Revenue Cycle Solutions, LLC 610 Coit Road, Suite 200 Plano, TX 75075 Business Description: Revenue Cycle Solutions, LLC -- http://www.revenuecyclesolutions.com-- is a healthcare consulting firm specializing in revenue cycle reviews, interim patient account management services and customized revenue-related projects. RCS offers creative and cost-effective solutions to problems related to the capture, billing issues, and collection of health care revenue. Chapter 11 Petition Date: August 6, 2018 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Case No.: 18-41724 Debtor's Counsel: Michael S. Mitchell, Esq. DEMARCO-MITCHELL, PLLC 1255 West 15th Street, 805 Plano, TX 75075 Tel: 972-578-1400 Fax: 972-346-6791 E-mail: mike@demarcomitchell.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Jennifer Floren, director of finance, Med Elect, LLC, the managing member of Revenue Cycle Solutions. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txeb18-41724.pdf RISE ENTERPRISES: Unsecured Claimants to Receive 5% Over 72 Months ------------------------------------------------------------------ Rise Enterprises, S.E., filed a disclosure statement dated July 30, 2018, explaining its Chapter 11 plan of reorganization. The Disclosure Statement filed with the U.S. Bankruptcy Court for the District of Puerto Rico proposes the following classification and treatment of claims: * Class 1: Allowed Administrative Expenses. This Class consist of the actual necessary costs and expenses of preserving the estate, including post-petition expenses, allowed under Section 503 of the Bankruptcy Code, and any fees and charges assessed against the estate under Chapter 123 of Title 28 of the U.S. Code. These expenses are estimated at $50,650. The allowed claims under this class will be paid in cash, in full on the Effective Date of the Plan, unless an agreement is reached with each individual holder of claim or as otherwise becomes due within the ordinary course of business or as soon as the same are allowed, approved and ordered paid by the Court. Administrative expenses which arise after the confirmation of the Plan, including notarial fees, shall be paid in cash, in full, as they become due or as agreed between the parties. Class 1 is unimpaired. * Class 2: Secured Claim of Banco Popular of Puerto Rico (BPPR). Claim held by BPPR is related to a commercial mortgage loan, guaranteed with the following properties: Commercial property, Office located at Triple S Plaza, Suite 6A, 1510 Roosevelt Avenue, Guaynabo, Puerto Rico 00968, with 18 parking lots. The amount of this claim is $1,160,000. The allowed claims under this class will be paid as follows: to the extent allowed as a secured claim under Section 506 of the Bankruptcy Code, in cash, up to the value of the collaterals (the properties were appraised at $1,120,000). This creditor will receive payments in monthly installment of principal and interest in the amount of $7,217, during 24 months, determined on a 25 years loan basis, at an annual rate of 6%. At the end of the 24 months, The Debtor will make a balloon payment for the secured balance owed or as agreed between the parties. Any other balance owed will be paid as an unsecured claim. Class 2 is impaired. * Class 3: Secured Claim of BPPR. Claim held by BPPR is related to a mortgage loan, guaranteed with the following properties: Real properties located at Barrio Ortiz, Toa Alta, Puerto Rico 00953, composed of two lots and a house. The amount of this claim is $150,000. The allowed claims under this class will be paid as follows: The Debtor accepts the lift or stay of the property, which was appraised at $145,000. Any balance owed will be paid as an unsecured claim or as agreed between the parties. Class 3 is impaired. * Class 4: Secured Claim of Consejo de Titulares Triple S Plaza. This claim is secured by a commercial property located at Triple S Plaza, Suite 6A, 1510 Roosevelt Avenue, Guaynabo, Puerto Rico 00968. The amount of this claim is $35,170. The allowed claim under this class will be paid in cash, in full, in 72 monthly installments, with annual interest of 3.25% or as agreed between the parties. Class 4 is impaired. * Class 5: Secured Claim of Centro de Recaudacion de Ingresos Municipales (CRIM). Claim held by CRIM is secured by a lien against the following commercial properties: Commercial property, Office located at Triple S Plaza, Suite 6A, 1510 Roosevelt Avenue, Guaynabo, Puerto Rico 00968, with 18 parking lots. The amount of this claim is $24,279.43. The allowed claims under this class will be paid as provided in Section 129 (a)(9)(D), that is, in regular installment payments in cash, in full, with interests at 3.25% per year, in a term of 5 years after the order for relief. Class 5 is impaired. * Class 6: Secured Claim of CRIM. Claim held by CRIM is secured by a lien against the following properties: Real properties located at Barrio Ortiz, Toa Alta, Puerto Rico 00953, composed of two lots and a house. The amount of this claim is $20,741.65. The allowed claims under this class will be paid as follows: the Debtor accepts the lift of stay of the properties. Class 6 is impaired. * Class 7: Unsecured Claims of $35,001 or more. This class includes allowed unsecured claims, the unsecured portion of any claim, and any amount due from the rejection of an executory contract that falls under this class. The Debtor estimates claims under this class for an amount of $1,888,360.78. The allowed claims under this class will receive a dividend of 5%, in equal monthly installments during the term of 72 months, in full payment of their claims. Class 7 is impaired. * Class 8: Unsecured Claims of $35,000 or less. This class includes allowed unsecured claims, the unsecured portion of any claim, and any amount due from the rejection of an executory contract that falls under this class. The Debtor estimates claims under this class for an amount of $49,003.81. The allowed claims under this class will receive a dividend of 5% on the Effective Date of the Plan in full payment of their claims. Class 8 is impaired. * Class 9: Equity Security and/or Interest Holders. This class is composed of the allowed equity security and/or interest holders of the Debtor, Mr. Ismael Falcon and Mrs. Elba Sanchez. There are no claims under this class. According to the terms of the Plan proposed to the creditors and parties-in-interests, the Debtor shall have sufficient funds to make all payments. The Plan will be implemented under the Debtor’s own execution. The funds will be obtained from the Debtor’s rent, sale of assets, collection of accounts receivable, contributions, or any other funds that the Debtor may be entitled to receive. If funds are received from actions to be litigated, they will be used to fund the Plan. A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/y9rhj52s at no charge. About Rise Enterprises Rise Enterprises, S.E., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-04678) on June 30, 2017. In the petition signed by Ismael Falcon Ortega, partner, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Mildred Caban Flores presides over the case. Mary Ann Gandia, Esq., at Gandia-Fabian Law Office, serves as the Debtor's bankruptcy counsel. RITCHIE RISK-LINKED: Seeks to Hire Duff & Phelps, Appoint CRO ------------------------------------------------------------- Ritchie Risk-Linked Strategies, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Duff & Phelps, LLC and designate Geoffrey Varga, the firm's managing director, as its chief restructuring officer. Mr. Varga and his firm will assist the Debtor in its financial reporting; help formulate a plan of reorganization; coordinate activities and assist in communication with outside constituents; and provide other services related to its Chapter 11 case. The firm will charge these hourly rates: Geoffrey Varga (CRO) $895 Managing Director $695 to $895 Director/Vice-President $495 to $695 Associate to Senior Associate $225 to $450 Analyst/Administrator $125 to $225 Duff & Phelps will be paid a retainer in the sum of $50,000. Mr. Varga disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor's estate, creditors and equity security holders. The firm can be reached through: Geoffrey Varga Duff & Phelps, LLC 55 East 52nd Street, Floor 31 New York, NY 10055 Phone: +1 646-867-7833 About Ritchie Risk-Linked Strategies Ritchie Risk-Linked Strategies, LLC, is an investment firm based in Newark, Delaware. Ritchie Multi-Strategy Global, LLC owns 95.49% equity in the company. Ritchie Risk-Linked Strategies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-11555) on June 28, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Kevin J. Carey presides over the case. Reed Smith LLP is the Debtor's legal counsel. SAMBILL LLC: Exclusive Plan Filing Period Extended Until Sept. 10 ----------------------------------------------------------------- The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas granted Sambill, LLC, an extension of the period within which Sambill has the exclusive right to file a Plan of Reorganization until Sept. 10, 2018, and the period for obtaining confirmation has been extended by forty-five days from Sept. 10. The Troubled Company Reporter has previously reported that Sambill has sought for exclusivity extension to develop its business and then pursue the completion of a Plan and Disclosure Statement. Sambill said that it was recently compelled to close its Kerrville location due to the fact that it could not maintain enough employees to serve its customers. Sambill also suffered a small fire at its Boerne location which disrupted its operations for a short period of time. Moreover, Sambill has decided to expand its Boerne operations to include catering. Recently, Don Strange Catering has made a decision to leave the market. As such, representatives of the Debtor have decided that this would be a good time to pursue catering in the Texas Hill Country area. Sambill believed that this process will take a while to develop, hence, the request for exclusivity extension. About Sambill, LLC Sambill, LLC, is a privately held company in Boerne, Texas. Sambill filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50345) on Feb. 17, 2018. In the petition signed by Sam Bournias, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to the Hon. Craig A. Gargotta. James S. Wilkins, Esq., at Wilkins & Wilkins LLP, is the Debtor's counsel. Lowery, Powell, Stevens & Magnum, P.C., serves as the Debtor's accountant. SAN PEDRO WATERFRONT: Taps Haberbush & Associates as Legal Counsel ------------------------------------------------------------------ San Pedro Waterfront LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Haberbush & Associates, LLP as its legal counsel. The firm will advise the Debtor regarding the conduct of its bankruptcy estate; represent the Debtor in legal actions concerning the use and disposition of its property; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: David Haberbush Attorney $450 Louis Altman Attorney $400 Vanessa Haberbush Attorney $250 Lane Bogard Attorney $210 Alexander Haberbush Law Clerk $75 Haberbush received a pre-bankruptcy retainer of $12,040. David Haberbush, Esq., a partner at Haberbush & Associates, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David R. Haberbush, Esq. Vanessa M. Haberbush, Esq. Lane K. Bogard, Esq. Haberbush & Associates, LLP 444 W. Ocean Blvd., Suite 1400 Long Beach, CA 90802 Tel: (562) 435-3456 Fax: (562) 435-6335 Email: dhaberbush@lbinsolvency.com About San Pedro Waterfront San Pedro Waterfront LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-17424) on June 27, 2018. In the petition signed by Wyatt Wilson, managing member, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Robert N. Kwan presides over the case. SASCO HILL BRANDS: Sept. 17 Auction of All Assets ------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York authorized Sasco Hill Brands, LLC and its affiliates to sell substantially all of its assets to Gordon Brothers Brands, LLC for $2.4 million credit bid, subject to overbid. The Court also approved the Debtor's proposed bidding procedures, which provides for these terms: a. Bid Deadline: Sept. 14, 2018 at 4:00 p.m. (ET) b. Minimum Overbid: Not less than $2.4 million c. Deposit: 10% of the bid amount d. Auction: Sept. 17, 2018, 2018 at 10:00 a.m. (ET), as the date and time of the auction, if one is needed, which will be held at the office of Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, 475 Park Avenue South, 18th Floor, New York, New York. e. Bid Increments: $25,000 f. Sale Objection Deadline: Sept. 17, 2018 at 5:00 p.m. (ET) g. Sale Hearing: Sept. 18, 2018 at 10:00 a.m. (ET) h. Credit Bid: Green Bull Bags Jr. LLC and GB Lender are deemed to be Qualified Bidders provided that any bid by Green Bull or GB Lender will include a cash payment in the amount of $3 million plus the Stalking Horse Bidder's allowed post-petition fees and expenses to be made to the Stalking Horse Bidder at closing. i. Objection Deadline: Sept. 17, 2018 at 5:00 p.m. (ET) The Sale Notice is approved. The Debtors will serve the copy of the Order, the Motion and the Sale Notice within three business days after the entry of the Order, upon all Notice Parties. As soon as practicable after entry of the Order, but no later than Sept. 1, 2018, the Debtors will file a schedule of cure obligations for all of their respective Contracts, which will include a description of each Contract and set forth the cure amount the Debtors believe is owed under such Contract. The Debtors will serve the Assumption and Assignment Notice, together with the Cure Schedule, on each of the non-debtor parties listed on the Cure Schedule on the date that the Cure Schedule is filed with the Court. The Stalking Horse Bidder has the right to credit bid up to $3,000,000 plus allowed post-petition attorney's fees and expenses. Each of Green Bull and GB Lender are deemed to be Qualified Bidders provided that any bid by Green Bull or GB Lender shall include a cash payment in the amount of $3,000,000 plus the Stalking Horse Bidder's allowed post-petition fees and expenses to be made to the Stalking Horse Bidder at closing. Any bid by Green Bull or GB shall: (i) include evidence of authorization and approval from such bidder's board of directors or governing body with respect to the submission, execution, delivery and closing; (ii) be irrevocable until five business days after the closing of the sale or sales pursuant to an order of the Bankruptcy Court that is no longer subject to appeal, modification or reconsideration; (iii) not be subject to any conditions or contingencies to closing, including without limitation obtaining financing, internal approvals or further due diligence except the closing conditions set forth in the Purchase Agreement; and (iv) include a cash deposit of 10% of the purchase price set forth in the bid. A copy of the Agreement and the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/SASCO_HILL_46_Order.pdf The Purchaser: Rafael Klotz Ramez Toubassy GORDON BROTHERS BRANDS, LLC Boston, MA 02199 E-mail: rklotz@gordonbrothers.com rtoubassy@gordonbrothers.com The Purchaser is represented by: James F. Wallack, Esq. Peter D. Bilowz, Esq. GOULSTON & STORRS PC 400 Atlantic Avenue Boston, MA 02110-333 Email: jwallack@goulsonstorrs.com pbilowz@goulstonstorrs.com Green Bull Bags Jr. LLC, and GB Lender LLC may be reached at: Glenn C. Pollack (Candlewood) Manager Green Bull Bags Jr. LLC 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114 E-mail: gcp@candlewoodpartners.com About Sasco Hill Brands, LLC Under the name "Ghurka," Sasco Hill Brands, LLC designs and manufactures handmade leather briefcases, bags, gifts and travel products, and accessories. Sasco sells its Products through its proprietary online website and through a select number of wholesale retailers. Ghurka is a holding company, being the sole member of Sasco, and owns, through another non-debtor subsidiary, Ursa Minor, B.V., certain intellectual property utilized by Sasco in the production and sale of its Products. Sasco Hill Brands, LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 18-11780) on June 12, 2018, listing $1 million to $10 million in both assets and liabilities. Ghurka Brands Holdings LLC filed a separate Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-11780) on the same day. The cases are jointly administered before Judge Martin Glenn. Proposed Counsel for THE Debtors: Clifford A. Katz, Esq. PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ & JAZLOW, LLP 475 Park Avenue South, 18TH Floor New York, NY 10016 Telephone: (212) 593-3000 Facsimile: (212) 593-0353 E-mail: ckatz@platzerlaw.com SM ENERGY: Moody's Rates New $500MM Sr. Unsecured Notes 'B2' ------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to SM Energy Company's proposed offering of $500 million senior unsecured notes due 2027. SM Energy's other ratings and stable outlook remained unchanged. Net proceeds will be used to fund a tender offer that was concurrently launched with this debt offering to redeem the company's 2023 senior notes and up to $85 million of its 2022 senior notes. "This debt neutral transaction has no impact on SM's Energy's credit profile," said Sajjad Alam, Moody's Senior Analyst. Assignments: Issuer: SM Energy Company US$500 Million Senior Unsecured Notes, Assigned B2 (LGD4) RATINGS RATIONALE The proposed notes will rank pari passu with SM Energy's existing senior notes, and like the existing notes, will not have any subsidiary guarantees. The senior notes are rated one notch below SM Energy's B1 Corporate Family Rating (CFR) under Moody's Loss Given Default Methodology given the significant size of the senior secured revolving credit facility in the company's capital structure that has a first-lien claim to all assets. SM Energy Company's B1 CFR reflects its improving but high financial leverage, significant execution and capital risks through 2019 as it transforms itself into a rapidly growing Midland Basin focused producer, and reduced production and reserve following non-core and non-operated asset dispositions in recent years. Although SM still retains a large and efficient production platform in the Eagle Ford, the company will invest most of its time and money in developing the Midland Basin acreage over the next several years, which produces more oil, generates higher margins and has much deeper drilling inventory than its Eagle Ford assets. Given the inherent capital intensive nature and high decline rates of shale assets, Moody's doesn't expect cash flow neutrality in the Permian until the latter part of 2019. SM has excellent hedge protection for its oil, NGL and natural gas production through 2019, including basis hedges, that should minimize its exposure to the widening price differentials in the Permian Basin. The company has very good liquidity and Moody's expects leverage and capital productivity measures to improve steadily through 2019 from the projected strong volume growth and margin expansion. The stable outlook reflects SM Energy's visible and fully funded growth through 2019. The ratings could be upgraded if the company could reduce debt, improve capital efficiency, achieve consistent production growth, and maintain the RCF/debt ratio above 35% and the leverage full-cycle ratio comfortably above 1x. A downgrade is likely if negative free cash flow grows significantly or if the RCF/debt ratio remains below 15% over several quarters. SM Energy Company is a publicly traded independent exploration and production company based in Denver, Colorado. The principal methodology used in this rating was Independent Exploration and Production Industry published in May 2017. SM ENERGY: S&P Rates $500MM New Senior Unsecured Notes 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating (the same as the issuer credit rating) and '4' recovery rating to Denver–based SM Energy Co.'s proposed $500 million senior unsecured notes due 2027. The '4' recovery rating indicates S&P's expectation of average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. The company will use the note net proceeds to help finance a cash tender for various senior notes announced earlier today. S&P said, "The 'BB-' issuer credit rating on SM Energy reflects its midsized reserve base, asset diversification between its two core plays in the Midland Basin and Eagle Ford Shale, as well as our expectation for improving profitability as crude oil becomes a greater portion of its production mix. We expect SM's financial ratios to improve in 2018, in particular funds from operations (FFO) to debt, which should average between 20% and 25%." SOUTH PLAZA CENTER: Taps Wheeler Real Estate as Manager ------------------------------------------------------- South Plaza Center Associates, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a management firm. The Debtor proposes to employ Wheeler Real Estate Investment, LLC, to manage its day-to-day activities; gather information needed to prepare its monthly operating reports; serve as a liaison between the Debtor and its tenants and provide other services. The firm will get 5% of the amount of the lease payments received by the Debtor each month. Jon Wheeler, chief executive officer of Wheeler, disclosed in a court filing that the firm does not represent any interest adverse to the Debtor. Wheeler can be reached through: Jon S. Wheeler Wheeler Real Estate Investment, LLC P.O. Box 1169 Virginia Beach, VA 23451 About South Plaza Center Associates South Plaza Center Associates, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-05703) on July 10, 2018. At the time of the filing, the Debtor estimated assets and debt of $1 million to $10 million and liabilities. SPRUHA SHAH: Aimtron Buying Palatine Commercial Property for $2.1M ------------------------------------------------------------------ Spruha Shah, LCC, and Sneh and Sahil Enterprises, Inc., ask the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of the commercial real estate commonly known as 500 S. Hicks Rd., Palatine, Illinois to Aimtron Properties for $2.1 million. Each of the Debtors operates under the same ownership and management, and their largest and secured respective creditors are identical. Spruha Shah, is the owner of the Property. Sneh and Sahil is the primary tenant of the Property and is in the business of the rental of party related supplies and equipment and landscaping. As contemplated in and by their combined Second Amended Plan of Reorganization dated May 31, 2018, the Debtors have entered into a contract for the sale of the Property, including other supporting documentation, with the Buyer. The purchase price for the Property is $2.1 million and the sale is to close by July 31, 2018. In association with their Motion for authorization to use the cash collateral of its secured creditors, the Debtors procured an appraisal for the Property submitted by an appraiser recommended by the primary secured lender, MB Financial Bank. That appraisal valued the Property at $1.9 million. There are a total of two creditors that have clams secured by the Property -- MB and the U.S. Small Business Administration. According to claims filed in the matter, the combined claims of MB and the SBA are approximately $1.5 million. Accordingly, the sale will be sufficient to pay those claims in full. As the sale price exceeds the appraised value of the Property, it adequately represents fair value. Although this Motion normally would require a 21-day notice pursuant to FRBP 2002(a)(2), the Court did specifically ask the Motion to be presented on a shortened basis in open Court on June 26, 2018. Accordingly, they ask that the Court deems notice of the Motion sufficient as allowed pursuant to Rule 2002(a)(2). A hearing on the Motion is set for July 10, 2018 at 9:30 a.m. A copy of the Commercial Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Spruha_Shah_113_Sales.pdf About Spruha Shah Sneh and Sahil Enterprises, Inc. -- http://www.arlingtonrental.com/ -- does business under two assumed names, as follows: (a) Arlington Rental, which rents out party equipment and supplies, like tents, portable dance floors, tables chairs and other catering needs, and (b) R Lederleitner Landscape, provides landscaping services. It operates from a commercial property owned by Spruha Shah. Spruha Shah, LLC, a single asset real estate as defined in 11 U.S.C. Section 101(51B), is the owner of the real property commonly known as 500 S. Hicks Rd., Palatine, Illinois. Spruha Shah, LLC, and Sneh and Sahil Enterprises filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ill. Case Nos. 17-18858 and 17-18861) on June 22, 2017. The petitions were signed by Sanjay Shah, managing member. The cases are jointly administered under Spruha Shah's, with Judge Deborah L. Thorne presiding. At the time of filing, the Debtors estimated assets and liabilities ranging between $1 million to $10 million. Timothy C. Culbertson, Esq., at the Law Offices of Timothy C. Culbertson, serves as counsel to the Debtors. SUNSHINE SEATTLE: Chef Ku Buying Seattle Restaurant for $154K ------------------------------------------------------------- Sunshine Seattle Enterprises, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of its restaurant, Henry's Taiwan Restaurant, located at 4106 Brooklyn Avenue, Suite 102B, in the University District of Seattle, Washington to Chef Ku, LLC for $154,000. In 2013, the Debtor was formed, and it opened and operated the present location of Henry's Taiwan Kitchen in the University District. Another location was opened around the same time at Arizona State University in Tempe. That location was operated by a different entity and has since closed. Unfortunately, a few years into operation of the University District restaurant, a dispute arose between the two individual owners of the Debtor. The Debtor is owned by Henry's Taiwan Restaurant Group, LLC. That company is in turn owned 50% by 15W Kitchen, LLC, and 50% by JZX118, LLC. 15W Kitchen is owned 100% by Henry Ku. JZX118 is owned 100% by Xuanxuan Cao, although it is her son, Zaozao "Jonathan" Zhang, who was actually participating in the operation of the restaurant (through a power of attorney that he holds for his mother as the other nominal owner). The dispute in management between Mr. Zhang and Mr. Ku appears to have intensified toward the end of 2016 and into 2017. A review of the 2016 partnership tax return of Henry's Taiwan Restaurant Group, LLC, indicates a healthy business which generated that year $136,250 in net income after expenses. However, excessive draws by the individual owners of $212,311 crippled the business and depleted the cash reserves that had previously existed, reducing them from a starting balance of $56,919 at the beginning of 2016, to a mere $7,376 by the end of 2016. These withdrawals by the owners resulted in the company falling behind on bills, necessitating the filing of the involuntary Chapter 11 petition. The Debtor's lease for the premises in which it operates its business expired on March 31, 2018. Jonathan Zhang previously indicated in July of 2017 that he was unwilling to personally guarantee a renewal of the lease. Both owners of the business had to personally guarantee the prior lease for the landlord to renew it; without both guarantees, the Debtor was not able to renew the lease. As a result, Henry Ku, through his wholly-owned corporation Chef Ku, entered into a new 10-year lease at the present location. He has personally guaranteed payment of the lease. Up to the present, he has subleased the premises to the Debtor on a month-to-month arrangement, as authorized by the Court. On March 23, 2018, the Debtor attempted to sell its restaurant business to Henry Ku's business, Chef Ku, LLC for a total sales price of $176,899 (over time and with imputed interest). Creditor Zaozao Zhang opposed the sale in part due to lack of evidence regarding the valuation of the business. That sale proposal was not approved by the Court due in part because Henry Ku is an insider and it cited lack of evidence as to whether the proposed sale was for full value. Subsequent to the Court's rejection of the proposed sale, Henry Ku and Zhang each had appraisals commissioned as to the value of the restaurant as if the Debtor still retained a long-term lease, which it does not. Accompanying the Motion is a declaration of Henry Ku regarding his hiring of Gregory Kovsky to undertake an appraisal of the Debtor's business. Also accompanying the Motion is a declaration of Gregory Kovsky. As set forth on that declaration, Mr. Kovsky values the business (with the lease) at $85,000 to $115,000. As a result of objections to claims, the claim of Henry Ku has been disallowed as a secured claim, but allowed in the amount of $32,000 as a nonpriority unsecured claim. Also disallowed in part is the claim of Zhang for $80,000. The remaining claim of Zaozao Zhang of $29,652 has been allowed as a general unsecured claim. Finally, the claim of Fuh Ru Lee for $20,000 has been disallowed. Thus the general unsecured claims consist of those allowed by the court for Mr. Zhang and Mr. Ku. The Debtor has agreed to sell its business to Chef Ku for $154,000. The proposed sale would be structured such that $75,000 would be paid up-front as a down payment, broken down as follows: $10,000 would be applied to approved attorney fees (these funds have already been paid to Wells and Jarvis, P.S.' trust account), and approximately $65,000 would be applied to pay off the approximately $53,000 in administrative claims resulting from unpaid operation costs, and approximately $12,000 in IRS payroll taxes. These funds would be paid upon the effective date of the Debtor's plan. The remaining balance of $79,000 would be paid in monthly installments over a period of 36 months, with interest to accrue at the rate of 5% per annum. This results in monthly payments of $2,368, or a total to be paid over 36 months of $85,248. The Debtor has also filed a plan of reorganization which proposes how these funds will be distributed to creditors. Specifically, the plan provides that they will be applied as follows: (i) Balance of approved attorney fees of Wells and Jarvis, P.S. remaining after application of $10,000 down payment - $25,000; (ii) WA State Department of Revenue priority claim - $19,190; (iii) Jonathan Zhang's allowed general unsecured claim - $29,652; and (iv) Remaining amount for Henry Ku’s $32,000 unsecured, subordinated claim - $11,406. Ku has agreed to subordinate his general unsecured claim. Based on the foregoing figures, it appears that there will most likely not be any funds remaining from sale to distribute to equity security holders. The assets that are proposed to be transferred to the Buyer as part of the sale are: (i) Monies in the Debtor's bank account as of closing $43,000; (ii) Accounts receivable - $2,500; (iii) Food inventory - $1,000; (iv) Kitchen equipment - $4,000; (v) Cash register - $1,000; (vi) Business' good will, phone number, website, existing advertising (the balance of the purchase price) - $102,500. The recipes of Henry Ku do not belong to the Debtor and would therefore not be part of any sale of the Debtor's business. The Debtor in its business judgment believes the sale price of $154,000 represents the best outcome for several reasons. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Sunshine_Seattle_146_Sales.pdf A hearing on the Motion is set for Aug. 3, 2018 at 9:30 a.m. About Sunshine Seattle Enterprises Sunshine Seattle Enterprises, LLC, operates a Taiwanese restaurant in Seattle's University District called Henry's Taiwan Kitchen. It leases the space in which it operates. Henry Kuo-Chiang Ku, 100% owner and managing member of 15W Kitchen, LLC, manages the restaurant. An involuntary Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-14983) was filed against Sunshine Seattle Enterprises on Nov. 14, 2017, by its creditor Henry Kuo-Chiang Ku. Larry B. Feinstein, Esq., at Vortman & Feinstein, is the creditor's bankruptcy counsel. The Hon. Timothy W. Dore, the case judge, on Dec. 13, 2017, entered for relief against Sunshine Seattle under Chapter 11 of the U.S. Bankruptcy Code. The order for relief was entered after no responses to the involuntary petition were filed. Jeffrey B. Wells, Esq. and Emily Jarvis, Esq., at Wells and Jarvis, P.S., serve as the Debtor's bankruptcy counsel. THX PROPERTIES: Sumeer Buying All Assets for $3.2 Million --------------------------------------------------------- THX Properties, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Texas its first supplement to its proposed sale of 86 townhome lots and common area Located at Solana Circle, Denton, Texas, to Sumeer Homes, Inc. for $3.2 million. The Debtor's Original Motion was filed and served on July 2, 2018. It filed and served a Notice of Hearing on July 3, 2017 notifying all creditors and parties-in-interest that the Original Motion is set for hearing on July 24, 2018 at 1:30 p.m. The Debtor proposes to sell substantially of its assets free and clear of all liens, claims and encumbrances to the Purchaser for $3.2 million pursuant to the terms of the Contract attached to the Original Motion. The instant Motion is Supplement to the Original Motion. The purpose of the Supplement is to request relief under 11 U.S.C. Section 363(m) and (n) on the basis of the proposed Purchaser's good faith in connection with the proposed sale, and asks, in advance, relief from any stay that would delay the effectiveness of such sale order, if the Original Motion is granted. The Debtor believes the Purchaser is purchasing the Property in good faith, and that the Purchaser is a good faith buyer within the meaning of 11 U.S.C. Section 363(m). The Purchaser has negotiated and dealt with the Debtor at arm's-length. Accordingly, the Court's order approving the sale should, therefore, hold that the Purchaser is entitled to the full protections of section 363(m) as the Purchaser has proceeded in good faith in all respects in connection with the proceeding. To maximize the value received for the assets and to minimize accruing any liabilities, the Debtor asks to consummate the sale of the assets to the Purchaser as expediently as possible. Accordingly, it asks that the Court waives any applicable stay period, whether under Rules 6004(h), 7062, 9014, or otherwise. A hearing on the Motion is set for July 24, 2014, at 1:30 p.m. About THX Properties LLC THX Properties, LLC is a real estate company that owns in fee simple 86 Townhome lots, common areas as well as architectural plans relating to a real estate project located at Solana Circle, Denton, Texas. The properties are valued at $3.2 million based on recent offer to purchase. THX Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-41409) on June 29, 2018. In the petition signed by Jason Helal, its manager, the Debtor disclosed $3.28 million in assets and $3.71 million in liabilities. Judge Brenda T. Rhoades presides over the case. THX PROPERTIES: Sumeer Homes Buying 86 Denton Lots for $3.2M ------------------------------------------------------------ THX Properties, LLC sought and obtained permission from the U.S. Bankruptcy Court for the Eastern District of Texas to sell its remaining 86 townhome lots and improvements on Riney Road in Denton County, Texas, located on what is now known as Solana Circle in the City of Denton, Texas, to Sumeer Homes, Inc. for $3.2 million. THX was formed in January 2014 for the purpose of engaging in a real estate transaction that ultimately did not come to fruition. Notwithstanding such fact, the three LLC members, South Denton Land Partners, LLC ("SDLP"), JTU Investment One, LLC and Wickwood Development Corp. continued to look for new opportunities. That opportunity presented itself in the form of an investment in a tract of raw land on Riney Road in Denton County, Texas located on what is now known as Solana Circle in the City of Denton, Texas. The Land was purchased with a combination of cash and debt in June 2014. The plan was for THX to put in the infrastructure, develop the Land into individual townhome lots, build the townhomes, and sell the townhomes. After the THX company agreement was revised to accommodate this change in purpose, ownership in THX remained 1/3 each for SDLP, JTU and Wickwood, with Wickwood being the Manager. After construction commenced, the cost of the development ballooned out of control. THX obtained financing from several different lenders, but moving forward was a financial struggle. THX obtained construction financing for 6 units from one bank and another 8 units from another bank. Construction was well under way and the first sale of townhomes began in July 2017. By May 2017, it was clear to THX that construction financing was going to be the downfall of this project. The decision was made to market the remaining 86 lots and improvements consisting of the developed and undeveloped common areas to other builders. By October 2017, several interested builders had looked at THX's assets to purchase and expressed varying interest. Only one had actually given THX a written contract and their attempt to get construction financing was declined by all available banks. THX decided to list the 86 lots and common area with a large commercial realtor in Denton - Greg Johnson of Verus Realty. On Nov. 20, 2017, Wickwood, then the Manager of THX and a member of THX, without notice or warning of any kind to the other members of THX, filed a specious mechanics lien. This insider lien was not served or copied on the other members of THX and was effectively hidden from the other members of THX. On Jan. 5, 2018, after discovery by the remaining members of THX of the hidden mechanic's lien, Wickwood resigned as manager of THX and terminated its development agreement. Despite aggressive marketing efforts, THX has been unable to find a buyer at a suitable price that appeared willing to close until now. There is now a sense of urgency. THX has a buyer, and a contract, but the buyer wants a quick close. It reasonably believes that if the sale does not close quickly, the sale will be lost and THX will not have another opportunity for a price this high. THX proposed to sell the remaining 86 lots and improvements, which are substantially all of the assets of the Debtor, to the Buyer, 2404 Texas Drive, Ste. 103, Irving, Texas 76062, pursuant to the terms of their Contract for the sum of $3.2 million. THX estimates closing costs (exclusive of taxes) to be approximately 8% of the sales price, or $256,000 with $192,000 of that amount, realtor's fees, which should net, after closing costs, approximately $2,944,000. The Court also authorized the Debtor to pay, or in the case of taxes, escrow for payment and/or pro-rate per the Contract, at closing, the secured claims, including all principal, unpaid interest, costs and fees payable under the relevant loan documents including such secured lender's attorney's fees: i. Denton County Tax Assessor, P.O. Box 90223, Denton, Texas 76202, balance based on last years taxes: $111,997. This amount would be subject to proration at closing and assuming on Aug. 15, 2018 closing would be reduced to approximately $70,000. THX does not believe there is a grounds to challenge this lien and would ask to have this tax paid or escrowed and lien discharged at closing. ii. Ceasons Holdings, LLC, 6023 Timber Creek, Dallas, Texas 75248, balance due: $550,000, plus accrued interest from July 1, 2018 to closing. THX does not believe there are grounds to challenge this lien and would ask to have this debt paid and lien discharged at closing. iii. Doyle Maggard, 8950 S. FM 372, Gainsville, Texas 76240, balance due: $400,000, plus accrued interest from July 1, 2018 to closing. THX does not believe there are grounds to challenge this lien and would ask to have this debt paid and lien discharged at closing. iv. HE Wang, 5030 Lymbar Drive, Houston, Texas 77096, balance due: $169,479, plus accrued interest from July 1, 2018 to closing. THX does not believe there are grounds to challenge this lien and would seek to have this debt paid and lien discharged at closing. With respect to the claims below, the Debtor is directed to hold in a debtor-in-possession account the remaining funds: i. Jason HeLal, 2735 Wind River Lane, #151, Denton, Texas 76710, balance due: $522,130.13, plus accrued interest from July 1, 2018 to closing. THX believes that due to Wickwood's failure to timely file the Deed of Trust relating to the promissory note executed for this obligation, this lien may be an avoidable preference and THX does not seek to have this lien paid and discharged at closing. THX asks that whatever lien relates to this debt attach to the sale proceeds. ii. JTU Investment One, LLC, 3400 Mary Ct., Flower Mound, Texas 75022, balance due: $295,348.89, plus accrued interest from July 1, 2018 to closing. THX believes that due to Wickwood's failure to timely file the Deed of Trust relating to the promissory note executed for this obligation, this lien may be an avoidable preference and THX does not ask to have this lien paid and discharged at closing. THX asks that whatever lien relates to this debt attach to the sale proceeds. iii. South Denton Land Partners, LLC, 2735 Wind River Lane, #151, Denton, Texas 76210, balance due: $125,673, plus accrued interest from July 1, 2018 to closing. THX believes that due to Wickwood's failure to timely file the Deed of Trust relating to the promissory note executed for this obligation, this lien may be an avoidable preference and THX does not ask to have this lien paid and discharged at closing. THX asks that whatever lien relates to this debt attach to the sales proceeds. iv. Wickwood Development Corp., P.O. Box 486, Argyle, Texas 76226, balance due is unknown, but is disputed and believed by THX to be $0. This creditor, an insider of THX, filed a specious mechanic's lien, admitted in open court in the Debtor's County District Court, that it was not valid, but continues to assert what THX believes is a specious constitutional mechanic's lien which in any event would be voidable under Bankruptcy Code Section 544, if not as a preference. THX does not ask to have this lien paid and discharged at closing. THX asks that whatever lien relates to this debt attach to the sales proceeds. As to Denton County Tax Assessor, Ceasons Holdings, LLC, Doyle Maggard and HE Wang, the Debtor believes that such entities will consent, as it proposes to pay them at closing and the proceeds available from the sale are for more than enough to pay, or in the case of taxes (if applicable) escrow, money for these liens at closing. As to the remaining liens, the Debtor believes each is subject to a bona fide dispute. The remaining funds will be subject to all liens, claims and encumbrances that may be asserted against the Debtor including the liens of Jason Helal, JTU Investment One, LLC, South Denton Land Partners and Wickwood Development Corporation. The Court authorized the Debtor to pay at closing all ordinary closing costs, including realtor's fees not to exceed 8% of the sales price in aggregate, or $256,000.00 plus property taxes pro-rated. Objections, if any, must be filed within 21 days from the date the Motion was served. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/THX_Properties_5_Sales.pdf About THX Properties LLC THX Properties, LLC is a real estate company that owned in fee simple 86 Townhome lots, common areas as well as architectural plans relating to a real estate project located at Solana Circle, Denton, Texas. THX Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-41409) on June 29, 2018. In the petition signed by Jason Helal, its manager, the Debtor disclosed $3.28 million in assets and $3.71 million in liabilities. Judge Brenda T. Rhoades presides over the case. The Debtor is represented by: Weldon L. Moore, III, Esq. Sussman & Moore, L.L.P. Tel: 214-378-8270 E-mail: wmoore@csmlaw.net UW OSHKOSH FOUNDATION: $340,000 Sale of Oshkosh Property Approved ----------------------------------------------------------------- Judge Susan V. Kelley of the U.S. Bankruptcy Court for the Eastern District of Wisconsin authorized University of Wisconsin Oshkosh Foundation, Inc.'s sale of the real property located at 1423 Congress Avenue, Oshkosh, Winnebago County, Wisconsin to Matthew A. Stromske or Michelle A. Depa for $340,000. The sale is free and clear of all liens and encumbrances. All liens and encumbrances will attach to the net proceeds of sale. The proceeds of the sale will be first distributed to cover all normal costs of sale and broker's fees. The Court approved the payment of a $20,400 commission to Megan Lang of First Weber Group. The commission will be paid immediately from the sale proceeds at closing. The net proceeds of the sale, after normal costs of sale and broker's fees, will be paid to the lienholders in order of priority. About University of Wisconsin Oshkosh Foundation Established in 1963, the University of Wisconsin Oshkosh Foundation, Inc. -- https://www.uwosh.edu/foundation -- was created to promote, receive, invest and disburse gifts to meet the goals and needs of the University of Wisconsin Oshkosh. Its offices are located in the Alumni Welcome and Conference Center along the Fox River. UW Oshkosh Foundation is a separate and distinct legal entity from UW Oshkosh and qualifies as a tax-exempt 501(c)(3) organization under the United States Internal Revenue Code. It owns a fee simple interest in the Alumni Welcome & Conference Center located at 625 Pearl Avenue, Oshkosh, valued at $11.8 million. It is also a fee simple owner of a residence located at 1423 Congress Avenue, Oshkosh, with a current value of $375,000. UW Oshkosh Foundation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-28077) on Aug. 17, 2017. In the petition signed by board chairman Timothy C. Mulloy, the Debtor disclosed $14.84 million in assets and $15.87 million in liabilities. Judge Susan V. Kelley presides over the case. The Debtor hired Steinhilber Swanson LLP as its bankruptcy counsel; Martin Cowie as its chief financial officer; and CliftonLarsonAllen as its accountant. VCVH HOLDING: S&P Assigns CCC+ Rating to $1.15BB Unsecured Notes ---------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating to VCVH Holding Corp.'s announced offering of $1.150 billion senior unsecured notes maturing in 2026. S&P said, "We also assigned a '6' recovery rating to the debt, indicating our expectation of negligible (0%-10%; rounded estimate: 0%) recovery of principal in the event of payment default. VCVH Holding Corp. is a subsidiary of U.S.-based health care technology company VCVH Holding II Corp. (doing business as Verscend Technologies Inc.)" S&P said, "Our ratings on Verscend remain on CreditWatch, including the 'B-' issuer credit rating, where we placed them with positive implications on June 19, 2018, after the company announced its plan to acquire Cotiviti Corp. for $4.9 billion. When the acquisition is completed, we will raise our issuer credit rating on Verscend to 'B' and assign a stable outlook. We expect the company to use proceeds from the new senior unsecured notes, along with the recent secured term loan issuance, to finance the acquisition as well as the refinancing of Verscend's existing debt. We expect to withdraw the ratings on Verscend's existing debt by the time the acquisition closes, expected by the end of the year. "We view the combination of Cotiviti and Verscend as significantly enhancing Vescend's business profile. We believe the acquisition strengthens Verscend's market position in the health care payment integrity market, significantly increases scale, improves product diversity, and bolsters the company's competitive advantage. These factors outweigh the increase in debt leverage, which we expect will be in the 9x range." RATINGS LIST VCVH Holding II Corp. (d/b/a Verscend Technologies Inc.) Issuer credit rating B-/Watch Pos New Ratings VCVH Holding Corp. $1.15 bil sr unsec notes due 2026 CCC+ Recovery rating 6(0%) VERSCEND HOLDING: Moody's Affirms B3 CFR & Rates 1st Lien Debt B3 ----------------------------------------------------------------- Moody's Investors Service affirmed healthcare-data-analytics-services provider Verscend Holding Corp.'s B3 Corporate Family Rating and its B3-PD Probability of Default Rating after its announcement that it will be acquiring Cotiviti Holdings, Inc. Moody's also assigned B3 ratings to the company's new first-lien senior secured credit facilities, including a $300 million revolver and $3,165 million term loan, and assigned Caa2 ratings to $1,150 million of new senior unsecured notes. With backing from Veritas Capital Management, LLC, Verscend plans to acquire Cotiviti for $4,917 million (including $567 million of Cotiviti net debt), refinance its own $597 million of debt, and pay $265 million of transaction fees and expenses. To finance the acquisition and refinancings, Verscend will use a small amount of cash from its balance sheet, proceeds from the new term loan and new unsecured notes, $575 million of preferred equity, and $850 million of common equity provided by Veritas. (Total sources and uses of funds for the transaction is $5,746 million. Moody's treats the preferred securities as equity.) Upon close of the transaction, Moody's will withdraw the ratings for Cotiviti Corporation (Ba3 RUR downgrade). Moody's took the following actions on Verscend Holding Corp.: Affirmations: Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Assignments: Senior secured first-lien term loan and revolving credit facility, due 2023 and 2025, Assigned B3 (LGD3) Senior unsecured notes, due 2026, Assigned Caa2 (LGD5) Outlook Actions: Outlook, Remains Stable RATINGS RATIONALE The B3 CFR reflects the exceptionally high, roughly 10 times opening Moody's-adjusted debt-to-EBITDA leverage that Verscend, with Veritas's backing, is employing to acquire Cotiviti, for an approximately 16-times multiple of Cotiviti's LTM March 31, 2018 Moody's-adjusted EBITDA. Moody's expects the leverage measure to moderate over the next eighteen months towards 8.5 times, a level still weak for the ratings category. In arriving at its credit risk assessment, Moody's considers varying degrees of success with management's very aggressive cost-reduction and synergies assumptions, which in their view augment EBITDA by about 40% of the combined companies' LTM EBITDA. Moody's is skeptical about the implications of management's plan to extract substantial synergies over a short period of time from a company that has been able to delever smartly, has shown strong revenue growth, and has expanded margins in recent years to a point where Cotiviti is already significantly more profitable than Verscend itself. While the near-term financial advantages of reducing headcount are simple to quantify, the longer-term effects are less clear and, for a well-run company, could well be deleterious. In Moody's view, however, the aggressive structure of the transaction is offset by the operating momentum that both companies have coming into the transaction, their large, $1.1 billion combined scale, adequate liquidity, and strong competitive positions within a developing segment of a healthcare industry whose fundamentals -- favorable demographics, increasingly complex regulatory and compliance requirements, a rise in costs attributed to waste and abuse, and a shift to value-based healthcare -- will provide tailwinds. Moody's expects the combined company to realize high-single-digit percentage revenue growth, and to generate only nominal free cash flow in 2018 (assuming the realization of a portion of management's forecast synergies). Moody's anticipates that in 2019 and 2020, Verscend will generate free-cash-flow-as-a-percentage-of-debt in the low-single digits, average for Moody's universe of B3-rated credits. Moody's notes as well Veritas's own marked success with improving Verscend's operating and credit metrics in the two-plus years since it acquired Verscend from Verisk Analytics. The combination of Verscend and Cotiviti will create a strong competitor, about one third the size of industry leader Change Healthcare, which provides truly end-to-end medical payment and claims solutions delivered through a broad set of financial, clinical, and operational IT products and services. Verscend will be a leader in prospective- and retrospective-claims-accuracy solutions, with ancillary products, contributed by legacy Verscend, in risk assessment services for Medicare Advantage insurance providers and predictive analytics for both healthcare providers and insurers. Moody's believes that the moderate amount of product and service overlap between Cotiviti and legacy Verscend, combined with a high level of customer overlap, underscores the soundness of the merger rationale, and should allow for top line and operating synergies. Given the transaction- and volume-driven nature of healthcare payments processing, the combined company should be able to realize scale efficiencies. Moody's expects the company to maintain EBITDA margins in the mid-30%s (better with strong synergy realization), solid for a services company. However, legislative risks could threaten revenue growth, as could competition. Moody's views Verscend's liquidity as adequate, with modest free cash flows beyond 2018, and an undrawn $300 million revolving credit facility. The stable rating outlook reflects Moody's expectation that economies of scale and continued solid demand for payment integrity services will enable the company to generate upper-single-digit-percentage revenue gains and strong, stable margins. Operating growth should bring Moody's adjusted debt-to-EBITDA leverage to below 8.0 times by 2020, still high for a B3-rated credit. The ratings could be upgraded if Verscend is able to continue to deliver healthy revenue gains while maintaining profitability, such that Moody's expects debt-to-EBITDA will be approaching 6.5 times for a prolonged period. A ratings downgrade could result if Verscend is unable to realize cost efficiencies from the integration of Cotiviti, if it experiences significant volume declines or customer losses, if free cash flow is weak, or if liquidity deteriorates. Given the predominantly first-lien-debt composition of Verscend's capital structure, the relatively much smaller unsecured debt provides minimal ratings "cushion" for the first lien debt, whose ratings are therefore pressured downward, closer to the CFR. Under most circumstances with this similar capital structure, the first-lien debt would accordingly be rated one-notch above the CFR, while the unsecured debt would be rated two notches lower, at Caa2. However, because of Verscend's unusually levered overall capital structure -- leverage through the first lien is roughly 6.0 times, on a Moody's-adjusted basis -- and because the company is able to add more first-lien debt and is incented to pay down its preferred securities, Moody's believes that a B3 facility rating more accurately captures the risk that first-lien lenders face. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. VIRTUAL COMMUNICATIONS: U.S. Trustee Forms 4-Member Committee ------------------------------------------------------------- The U.S. Trustee for Region 17 on August 6 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Virtual Communications Corporation. The committee members are: (1) Calvin Garrett 4129 Piney Gap Dr. Cary, NC 27519 Email: uncmba91@gmail.com (2) Gabriele Lavermicocca 11275 Affinity Ct., Suite 119 San Diego, CA 92131 Email: pelikan19@att.net (3) Reva Waldo 18770 Sharon Dr. Chagrin Falls, OH 44023 Email: lswurzburger@aol.com (4) Stephens Ghesquiere 3870 Summer Drive Pensacola, FL 32504 Email: ghesquiere.steve@yahoo.com 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 Virtual Communications Virtual Communications Corporation, headquartered in Las Vegas, Nevada, is a privately-held technology company that develops technology solutions that enable businesses to improve their customer interaction experience. The company's primary product is the ALICE ("A Live Interactive Communication Experience") Receptionist software. The ALICE system, provided as a software subscription model, permits businesses to control many aspects of handling visitors to their physical premises without the need for a designated member of staff to be located in the entity's reception area. A single staff member may remotely interact with visitors to a number of physical locations. The company currently sells its product to businesses and government entities in the United States, Australia, Azerbaijan, Belgium, Bermuda, Brazil, Canada, China and New Zealand. Virtual Communications Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-12951) on May 22, 2018. In the petition signed by Michael Yoder, president and director, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Laurel E. Babero presides over the case. The Debtor tapped Kolesar & Leatham as its legal counsel. WELLCARE HEALTH: Moody's Confirms Ba2 Sr. Debt Rating ----------------------------------------------------- Moody's Investors Service has confirmed the Ba2 senior debt rating of WellCare Health Plans, Inc. and WellCare of Florida, Inc.'s Baa2 insurance financial strength rating. It has also assigned a Ba2 rating to WellCare's anticipated issuance of $700 million in new debt to finance the planned acquisition Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc. and MeridianRx, a pharmacy benefits manager for $2.5 billion. To fully finance the transaction, WellCare also plans to borrow approximately $450 - $500 million on its revolving line of credit, issue $1.1 billion of new equity with ability to upsize and use approximately $300 million in cash. The outlook is stable. Meridian (unrated) has approximately 1.1 million members and has the largest Medicaid health plans in both Illinois and Michigan. It also has a small presence in Medicare Advantage and on the individual market. MeridianRx serves mainly Meridian members. With this acquisition, WellCare's Medicaid portfolio expands to 13 states with the leading market share in six. RATINGS RATIONALE Moody's stated that the confirmation concludes the review for downgrade, which was announced in May, and reflects several factors. First, the impact of the acquisition will have a more moderate impact on leverage than originally expected. Moody's now believes that leverage, as measured by adjusted debt-to-capital will remain below 40% and, adjusted debt-to-EBITDA, which was 1.9x as of year-end 2017, will be below 2.5x by year-end 2019. Second, Moody's notes that WellCare's solid results in the first half of 2018, including $513 million in adjusted EBITDA and $253 million in net income along with recent business wins and the Illinois Medicaid expansion bolster its confidence regarding the firm's ability to de-lever. Third, additional information received since WellCare's announcement has provided more insight into Meridian. The ratings confirmation also reflects the beneficial impact of WellCare's market position through increased membership and greater geographic diversity. While having confirmed the ratings, Moody's notes that the pending acquisition, in addition to increasing leverage, will significantly increase goodwill, which impairs the quality of capital and reduce earnings coverage of interest expense transaction. Additionally, while WellCare has experience acquiring companies, this is a relatively sizeable acquisition entailing some integration risks. Despite this, WellCare remains well-positioned within the Ba2 senior debt rating range. WellCare's Ba2 senior debt rating and WellCare of Florida, Inc.'s Baa2 IFS rating has reflected consistent growth, decent geographic diversity, solid capital levels, and low leverage relative to peers. These positives have been somewhat offset by WellCare's concentration in the government business, its lack of non-risk business and relatively small size compared to its publicly traded peers. RATINGS DRIVERS Factors that could lead to an upgrade include the following: 1) Adjusted debt to EBITDA expected to be 9x. Factors that could lead to a downgrade include the following: 1) Loss or impairment of a major government contract; or 2) Debt to EBITDA sustained above 3.0x; 3) EBITDA-to-interest expense < 6x or 4) RBC (CAL) < 150%. The following ratings were confirmed: WellCare Health Plans, Inc. -- senior unsecured debt rating at Ba2; senior unsecured debt shelf rating at (P)Ba2; subordinate debt shelf rating at (P)Ba3; preferred shelf rating at (P)B1; WellCare of Florida, Inc. -- insurance financial strength rating at Baa2. The following new ratings were assigned: WellCare Health Plans, Inc. -- anticipated issuance of $600 - $700 million in senior unsecured debt at Ba2 WellCare Health Plans, Inc is headquartered in Tampa, Florida. For the three months ending March 31, 2018, it posted revenues of $4.6 billion and had 3.2 million medical members. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. The principal methodology used in these ratings was US Health Insurance Companies published in May 2018. WELLCARE HEALTH: S&P Assigns BB Rating to Sr. Unsec Notes Due 2026 ------------------------------------------------------------------ S&P Global Ratings said that it has assigned its 'BB' debt rating to WellCare Health Plans Inc.'s (WCG) senior unsecured notes due 2026. WCG plans to use the debt proceeds--along with cash on hand, revolver borrowings, and new equity--to fund its $2.5 billion purchase of Meridian Health Plans. WCG expects the acquisition to close within the next few months. S&P said, "The debt issuance does not affect our 'BB' long-term counterparty credit rating on WCG. We believe the acquisition has strategic merit and carries manageable integration and financial risk. We expect WCG to reduce financial leverage from the low-end of 40%-45% (post-deal) to 35%-40% in 2019." RATINGS LIST WellCare Health Plans Inc. Issuer credit rating BB/Stable/-- New Rating WellCare Health Plans Inc. Sr unsec notes due 2026 BB WOODBRIDGE GROUP: Booths Buying Carbondale Property for $650K ------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate dated as of May 6, 2018, with David H. Booth and Charmaine M. Booth, in connection with the sale of Carbondale Peaks Lot L-1, LLC's real property located at 90 Primrose Road, Carbondale, Colorado ("Land"), together with the Sellers' right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $650,000. The Property consists of an approximately 3,892 square foot residential townhome in Carbondale, Colorado. The Seller purchased the Property in March 2014 for a purchase price of $550,000. The Property has been formally listed on the multiple-listing service for approximately 61 days, and has been marketed through an open house, in addition to approximately 20 private showings. The Property has received two offers in the past (before the Purchasers' offer). The first offer was for $625,000, which was raised to $630,000. The second offer was for $600,000. The Debtors ultimately rejected those offers. The Purchasers' full price offer under the Purchase Agreement is the highest and otherwise best offer the Debtors have received. Accordingly, the Debtors determined that selling the Property on an "as is" basis to the Purchasers is the best way to maximize the value of the Property. On May 6, 2018, the Purchasers made a full price $650,000 offer on the Property, subject to the inclusion of furnishings. The Debtors believe that this purchase price provides significant value, and accordingly, the Seller countersigned the Purchase Agreement on May 10, 2018. Under the Purchase Agreement, the Purchasers agreed to purchase the Property (including the furnishings therein) for $650,000, with a $19,500 initial cash deposit, a $110,500 cash down payment due at closing, and the balance of $520,000 to be financed by a loan. The deposit is being held by Commonwealth Title Co. in Glenwood Springs as escrow agent. In connection with marketing the Property, the Debtors worked with Aspen Snowmass Sotheby's International Realty, a non-affiliated third-party brokerage company. The Broker Agreement provides the Seller's broker with the exclusive and irrevocable right to market the Property for a fee in the amount of 5% of the contractual sale price and authorizes the Seller's broker to compensate a cooperating purchaser's broker by contributing a share of the Seller's Broker Fee in the amount of 2.5% of the purchase price to the Purchasers' agent. The Purchase Agreement is signed by Laura Gee of Sotheby's as the Seller's agent and Caitlin M. Booth of Keller Williams Realty DTC, LLC as the Purchasers' agent. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. All proceeds of the Sale (net of the Broker Fees, Other Closing Costs and amounts required to satisfy the Third Party Lien, if any) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to a lien for the benefit of Woodbridge Mortgage Investment Fund 1, LLC, which secures indebtedness of the Seller to the Fund in connection with the purchase of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Lien. The Debtors further ask that filing of a copy of an order granting the relief sought in Garfield County, Colorado may be relied upon by Title Company of the Rockies to issue title insurance policies on the Property. They further ask authority to pay the Broker Fees in an amount not to exceed an aggregate amount of 5% of gross sale proceeds by (i) paying the Purchasers' Broker Fee in an amount not to exceed 2.5% of the gross Sale proceeds out of such proceeds and (ii) paying the Seller's Broker Fee in an amount not to exceed 2.5% of the gross Sale proceeds out of such proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_2096_Sales.pdf A hearing on the Motion is set for Aug. 21, 2018, at 1:00 p.m. (ET). The objection deadline is July 19, 2018 at 4:00 p.m. (ET). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, is the special counsel, Province, Inc., is expert consultant, and Moelis & Company LLC, is the investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: Moebius Buying Carbondale Property for $1.5M -------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate (Colorado), dated as of April 30, 2018, with Tyler Moebius, in connection with the sale of Anchorpoint Investments, LLC & Carbondale Spruce 101, LLC's real property located at 201 Main Street, Carbondale, Colorado, Units 101, 102, 202, 203, 204, 303 ("Land"), together with the Sellers' right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $1.5 million. The Property consists of six units (101, 102, 202, 203, 204, and 303) within the Spruce Professional Building in Carbondale, Colorado. The Sellers purchased one unit (102) partly comprising the Property in May 2014 for a purchase price of $750,000. They purchased the remaining units (102, 202, 203, 204, and 303) comprising the remainder of the Property in June 2014 for a purchase price of $753,000. The Sellers purchased the Property as a part of a larger pattern of investment in commercial properties within the area. The Property was listed on the multiple listings service on April 12, 2018. The Purchaser's offer under the Purchase Agreement reflects the full asking price of $1.5 million and is the highest and otherwise best offer the Debtors have received. Accordingly, the Debtors determined that selling the Property on an "as is" basis to the Purchaser is the best way to maximize the value of the Property. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $1.5 million with a $45,000 initial cash deposit, and the balance of $1,455,000 to be paid as a single cash down payment at closing. The deposit is being held by Title Company of the Rockies as escrow agent. In connection with marketing the Property, the Debtors worked with Amore Realty, LLC, a non-affiliated third-party brokerage company. The Broker Agreement provides the Sellers' broker with the exclusive and irrevocable right to market the Property for a fee in the amount of 6% of the contractual sale price and authorizes the Sellers' broker to compensate a cooperating Purchaser's broker by contributing a share of the Sellers' Broker Fee in the amount of 2.5% of the purchase price to the Purchaser's agent. The Purchase Agreement is signed by Lynn M. Kirchner as the Sellers' agent. In addition to the Broker Fees, the Sellers must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. All proceeds of the Sale (net of the Broker Fees, Other Closing Costs and amounts required to satisfy the Third Party Lien, if any) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to a lien for the benefit of Woodbridge Mortgage Investment Fund 2, LLC, which secures indebtedness of the Seller to the Fund in connection with the purchase of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Lien. The Debtors further ask that filing of a copy of an order granting the relief sought in Garfield County, Colorado, may be relied upon by Title Company of the Rockies to issue title insurance policies on the Property. They further ask authority to pay the Broker Fees in an amount not to exceed an aggregate amount of 6% of gross sale proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_2071_Sales.pdf A hearing on the Motion is set for Aug. 21, 2018, at 1:00 p.m. (ET). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. ********* 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. 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