/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181003.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, October 3, 2018, Vol. 22, No. 275 Headlines 21 THE SERPENTINE: Solicitation Period Extended by 60 Days AMERICAN TIRE: Bank Debt Trades at 15% Off ARCONIC INC: Fitch Affirms BB+ IDR & Alters Outlook to Positive ASCO LIQUIDATING: New Plan Discloses Settlement with Affiliates ATLANTA AUCTION: Case Summary & Unsecured Creditor BC COMIX: Taps Simen Figura as Legal Counsel BELK INC: Bank Debt Trades at 13% Off BELLA SPOSA: Voluntary Chapter 11 Case Summary BENEDICT DOMENICO: OpenDoor Buying Henderson Property for $289K BIG RACQUES: Case Summary & 3 Unsecured Creditors BLACKBOARD INC: Bank Debt Trades at 4% Off BLACKSMITH SQUARE: JCG Reclassified as Secured Creditor in New Plan BROOKS AUTOMATION: Moody's Affirms B1 CFR, Outlook Positive CALUMET SPECIALTY: Moody's Affirms Caa1 CFR; Outlook Stable CEC ENTERTAINMENT: Bank Debt Trades at 4% Off CHARLES FUQUA: $24K Sale of Charleston Property to Stowell Approved CHARLES FUQUA: $29K Private Sale of Humboldt Property to Garzas OKd CHOBANI GLOBAL: Bank Debt Trades at 3% Off CHOICE BRANDS: Taps Moore & Associates as Accountant CM RESORT MANAGEMENT: Taps Pronske Goolsby as Legal Counsel CURAE HEALTH: Nov. 15 Auction of Gilmore Hospital Set DEL MAR ENTERPRISES: Case Summary & 17 Unsecured Creditors DEL MONTE: Bank Debt Trades at 10% Off DEX LIQUIDATING: Unsecureds Estimated to Recover 100% in New Plan DIVERSE LABEL: $107K Sale of Equipment to Warehouse One Approved DOUBLE EAGLE: Private Sale of Collateral to Secured Creditors OK'd EAGLECLAW MIDSTREAM: Bank Debt Trades at 2% Off EASTMAN KODAK: Bank Debt Trades at 4% Off ELEMENTS BEHAVIORAL: Has Until Dec. 19 to Exclusively File Plan ESS ARNDELL: Trustee's $2.6M Sale of Truckee Property Approved FAIRMONT PARTNERS: APF Buying All Assets for $9.25M Credit Bid FLORIDA PAVEMENT: Taps Equity Partners as Business Broker FMTB BH: Debtor Has Until Dec. 19 to Exclusively File Plan GEN-KAL PIPE: Hearing on Disclosure Statement Set for Oct. 25 GMD SERVICES: Has Until Jan. 2 to File Chapter 11 Plan GOLF CARS: Oct. 31 Plan Confirmation Hearing Set HCB ENTERPRISES: Nov. 6 Plan and Disclosure Statement Hearing HERITAGE HOME: Oct. 18 Auction of All IP and Related Assets Set HILLMAN GROUP: $530MM Bank Debt Trades at 2% Off HOOPER HOLMES: Taps CBIZ MHM to Provide Tax Services HOUGHTON MIFFLIN: Bank Debt Trades at 6% Off HOUTEX BUILDERS: Dec. 7 Auction of Houston Properties Set HOUTEX BUILDERS: Dufresnes Buying The Woodlands Property for $2.75M HUDSON'S BAY: Bank Debt Trades at 3% Off HUSKY INJECTION: Bank Debt Trades at 3% Off I-17 PROPERTIES: To Pay J. Weltsch $500 Monthly Plus 3.5% Interest INTERTAPE POLYMER: Moody's Assigns Ba3 CFR, Outlook Stable IQOR US: Bank Debt Trades at 9% Off IRB HOLDING: S&P Puts 'B' Issuer Credit Rating on Watch Negative J & M SALES: Oct. 26 Auction of Closing Stores Set JASON FLY LOGGING: $265K Sale of Equipment to Dragon Approved JC PENNEY: Bank Debt Trades at 7% Off KEAST ENTERPRISES: Seeks Conditional Approval of Plan Disclosures KENOY KENNEDY: $156K Sale of Terrell Property to Collier Approved LASSITER INDUSTRIES: Taps John Coggin as Accountant LITTLE RIVER: Committee Taps CBIZ Accounting as Financial Advisor LONGHORN ESTATE: Plan Outline Hearing to be Continued on Dec. 20 MODERN VIDEOFILM: Must Resolve Ownership Issues Before Filing Plan MONTGOMERY SERVICES: Has Until Nov. 21 to Exclusively File Plan MORGAN AIR: Directed to File Plan and Disclosures Before Dec. 21 MRP GENERATION: S&P Alters Outlook to Negative on Lower Cash Sweep NCW PROPERTIES: $450K Sale of All Assets to Vieste CW Approved NEIMAN MARCUS: Bank Debt Trades at 7% Off NEP/NCP HOLDCO: S&P Affirms 'B' ICR on Refinancing Plans NEWELL BRANDS: Egan-Jones Lowers Senior Unsecured Ratings to BB NORBORD INC: S&P Alters Outlook to Positive & Affirms 'BB' ICR OPTICAL HOLDINGS: Taps Greenberg Traurig as Legal Counsel PALMETTO SCHOLARS: S&P Alters Outlook on 2015A Bond Rating to Pos. PANNEL PARTNERSHIP: Case Summary & 3 Unsecured Creditors PARADIGM DEVELOPMENT: Voluntary Chapter 11 Case Summary PLAYHUT INC: Bid Protection for Explore Scientific Approved PLAYHUT INC: Sets Bidding Procedures for All Assets PREMIER DENTAL: S&P Affirms 'B-' ICR, Outlook Stable PRODUCT QUEST: Bulk Sales of Inventory/Customer-Specific Assets OK RELIANCE MANUFACTURING: Case Summary & 11 Unsecured Creditors SAMUEL WYLY: DAG Private Sale of Audubon-Owned Aspen Fixtures OK'd SCOTTSBURG HOSPITALITY: Needs Time to Evaluate Options, File Plan SERTA SIMMONS: Bank Debt Trades at 12% Off SFR GROUP: Bank Debt Trades at 2% Off SHIV JI SHANKER: Case Summary & 20 Largest Unsecured Creditors SKILLSOFT CORP: Bank Debt Trades at 13% Off SKYTEC INC: Taps Fuentes Law Offices as Legal Counsel SPARTAN BUSINESS: Unsecureds to Recoup 64% Under Proposed Plan SPECFAC GROUP: Taps Pronske Goolsby as Legal Counsel STATE TECHNOLOGY: Plan to be Funded from Excess Cash Flow SUNCOAST COMFORT: Taps Perenich Law as Legal Counsel SUNNY OCEAN: Approval Hearing on Plan Outline Set for Nov. 1 SUNSHINE SEATTLE: $154K Sale of Henry's Taiwan Resto Okayed SYNERGY PARTNERS: Case Summary & 2 Unsecured Creditors TM VILLAGE: Selling 43 Dallas Residential Condo Units TOMMIE LINGENFELTER: $236K Sale of Warner Robins Property Approved TOMMIE LINGENFELTER: $45K Sale of Macon Property to Wong Approved TRIAD WELL: Unsecureds to Get $50K in Quarterly Payments TYSON ENTERPRISES: Case Summary & 5 Unsecured Creditors UNIQUE VENTURES: Taps Ross M. Babbitt as Litigation Counsel UNISON ENVIRONMENTAL: Bank Seeks Rejection of Plan Outline UNIVISION COMMUNICATIONS: Bank Debt Trades at 3% Off VERITAS SOFTWARE: Bank Debt Trades at 4% Off VERTIV INTERMEDIATE: Moody's Lowers CFR to B3, Outlook Negative VIDANGEL INC: May Enter Into Premium Financing Pact With CPF VISITING NURSE: PCO Taps Perkins Coie as Legal Counsel VISITING NURSE: PCO Taps Seelig+Cussigh as Consultant W RESOURCES: Hall & Hall Auction of Granite Property Approved W&T OFFSHORE: Moody's Hikes CFR to B3 & Rates Sec. Notes B3 WATERS GROUP: Case Summary & 8 Unsecured Creditors WAYMAN LAND: Taps Ken McCartney as Legal Counsel WILLIAMS WORLDWIDE: Case Summary & 9 Unsecured Creditors [*] AlixPartners Enters Into Agreement to Acquire Zolfo Cooper ********* 21 THE SERPENTINE: Solicitation Period Extended by 60 Days ---------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida on Sept. 27 extended by 60 days the exclusivity period during which only 21 The Serpentine Roslyn NY LLC can solicit acceptances of its plan of reorganization. The Court also extended the exclusivity period during which only the Debtor can file a plan through the date of the filing of Plan, which is Sept. 19, 2018. The Debtor will file its monthly operating reports for June, July and August within 14 days from the Sept. 27 court order. As reported by the Troubled Company Reporter on Aug. 2, 2018, the Debtor asked the Court for a 90 days extension of exclusivity to Nov. 12, 2018, within which to negotiate with creditors and file plan and disclosure statement, and 60 more days to solicit acceptances to Jan. 11, 2019. A copy of the court order is available at: http://bankrupt.com/misc/flsb18-14407-48.pdf About 21 The Serpentine Roslyn NY Based in Miami, Florida, realtor 21 The Serpentine Roslyn NY LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14407) on April 16, 2018. In the petition signed by its managing member, Yonel Devico, the Debtor estimated under $1 million in assets and liabilities. The case is assigned to Judge Robert A Mark. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty, P.A. No official committee of unsecured creditors has been appointed in the Chapter 11 case. AMERICAN TIRE: Bank Debt Trades at 15% Off ------------------------------------------ Participations in a syndicated loan under which American Tire Distributors Inc. is a borrower traded in the secondary market at 85.46 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.82 percentage points from the previous week. American Tire pays 425 basis points above LIBOR to borrow under the $720 million facility. The bank loan matures on October 1, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. ARCONIC INC: Fitch Affirms BB+ IDR & Alters Outlook to Positive --------------------------------------------------------------- Fitch Ratings has affirmed Arconic Inc.'s (ARNC) Issuer Default Rating (IDR) at 'BB+', senior unsecured facilities at 'BB+'/'RR4', senior unsecured notes at 'BB+'/'RR4', and class A preferred stock at 'BB-'/'RR6'. Fitch also affirmed the short-term IDR and commercial paper ratings at 'B'. The Rating Outlook is revised to Positive from Stable. The ratings cover approximately $6.9 billion of outstanding debt. KEY RATING DRIVERS Arconic's ratings and Outlook revision are supported by the company's improved credit metrics following the $1.7 billion debt reduction completed since the end of 2016; improvements in operating leverage and ongoing cost cutting initiatives; strong competitive positions in the majority of its end-markets; good product and end-market diversification; strong liquidity; and solid financial flexibility. Fitch expects the company's adjusted leverage (adjusted debt/EBITDAR) will decline to approximately 3.6x by the end of fiscal 2018 and could decline further depending on how the company decides to use proceeds from its announced sale of its Building and Construction Systems (BCS) business. Fitch also expects ARNC's FFO fixed charge coverage will improve to 3.8x by the end of fiscal 2018, up from 2.7x at the end of fiscal 2017. As of the end of fiscal 2017, Fitch calculates the company's adjusted leverage was 4.2x. The Outlook revision is also based on Fitch's expectations that ARNC will continue improving its leverage metrics over the next 12 to 18 months as the company executes on new contracts, follows through on cost cutting initiatives, and improves its product mix. ARNC's leverage metrics will remain adequate for the 'BB+' category during the majority of fiscal 2018 despite recent debt repayment. Risks to the ratings include the potential that the company significantly changes its financial policies or operational strategy. The rating is also influenced by the company's cyclical end-markets, although this is somewhat offset by its diversification, and its expectation that the company would maintain a strong liquidity profile in the event of a downturn. Improving Credit Metrics Fitch expects ARNC's credit metrics will continue to improve to become more in line with an investment grade company over the next 12 to 18 months. Improvement beyond its expectations could occur depending on how the company uses proceeds from its announced divestiture of the Building and Construction Services (BCS) business. Year-to-date 2018, the company has repaid $500 million of debt and Fitch expects the $403 million of convertible notes to convert to equity in 2019, further reducing leverage and improving the company's credit profile. As of June 2018, Fitch calculates ARNC's adjusted leverage at 3.8x and FFO Fixed Charge Coverage at 3.0x, slightly improved from 4.0x and 2.7x, respectively, at year-end 2017. By the end of 2020 Fitch expects these metrics will improve further, with adjusted leverage declining to 3.5x and FFO Fixed Charge Coverage increasing to 3.9x after the company's convertible notes convert to equity in 2019. Including modest margin improvement over the next 12 to 18 months, Fitch projects ARNC's leverage and coverage ratios could be consistent with an investment grade profile. A positive rating action could potentially be taken sooner if the company uses divestiture proceeds to repay debt or if it completes a credit-enhancing acquisition that results in incremental EBITDA generation. Balanced Cash Deployment Strategy The company has exercised a well-balanced cash deployment strategy since the spin-off of Alcoa, focusing on debt reduction, funding capex requirements at approximately 5% to 6% of revenue, and maintaining a modest dividend. The company has also maintained ample liquidity. Fitch expects the company will continue to adhere to a similar strategy in the near-to-intermediate term, in line with comments made by the company's newly appointed CEO, Charles "Chip" Blankenship. In Q1 2018 he noted the importance of achieving investment grade ratings and maintaining a profile consistent with an investment grade company with a strong balance sheet and ample liquidity. Fitch believes share repurchases and bolt-on acquisitions are possible and could be completed without negative rating actions. Fitch also anticipates the company would maintain an adequate liquidity level reflective of the rating and outlook. Fitch does not expect the company will pursue large debt-funded transformative acquisitions over the rating horizon, though Fitch could view a large acquisition favorably if it results in minimal leverage impact. Fitch also anticipates the company could provide further clarity on its capital deployment strategy, as well as plans for the use of proceeds from the BCS segment divestiture, upon completion of its internal strategic review. Solid Financial Flexibility Fitch considers ARNC to have adequate financial flexibility to cover the company's foreseeable capital requirements over the rating horizon. Fitch believes ARNC will continue to experience moderate seasonal working capital fluctuations and annual capex spending in the range of $650 million to $800 million, while maintaining a cash balance in the range of $1.2 billion to $2.0 billion, which is ample to cover these outflows. Fitch projects ARNC will also generate annual FCF in excess of $200 million over each of the next four years. The company could potentially further enhance its financial flexibility through allocating capital from select divestitures, such as its BCS business, towards debt repayment instead of shareholder focused activities or M&A. Entrenched Position in End Markets Fitch views ARNC's competitive position to be strong due to the highly technical nature of many of the company's products and breadth of the programs in which it competes. The company does not have any substantial peers who compete across all product offerings and end-markets. ARNC also believes it holds the number 1 or 2 market positions in its largest markets, and is able to leverage that position into long-term customer relationships. Fitch believes many of its contracts have high switching costs with high renewal rates, which mitigates some risk of competition. Cyclical and Diverse End-Markets ARNC's end-markets are highly cyclical, as its customers operate in the commercial aerospace, automotive, diversified industrial, and building & construction industries. The exposure to economic cycles and demand fluctuations within these industries could result in significant top line volatility for ARNC. Fitch considers this concern to be mitigated by the company's high product diversification, long production lead time, long-term contracts and relationships, and highly innovative offerings. Fitch believes the divestiture of the BCS segment will result in a slightly lower degree of cyclicality due to lower commercial construction exposure, although the impact on ARNC's credit profile is relatively neutral, and could be slightly positive depending on the use of proceeds from a sale. Fitch also views the reduction of secular diversification as minimal, as Fitch estimates the construction end-market comprised approximately 10% of total revenue. Introduction of New CEO On Oct. 23, 2017, Arconic announced the appointment of Charles "'Chip"' Blankenship as CEO and a member of the Arconic Board of Directors, effective Jan. 15, 2018. Mr. Blankenship is a 24-year veteran of General Electric (GE) who spent much of his career in its aviation and jet engine businesses, including running its commercial engine operations. Fitch views the CEO appointment as a positive, both due to the resolution of the previous leadership uncertainty, as well as its expectation that he will provide some continuity to the company's prudent financial policies. In his first public conference call, Mr. Blankenship noted the importance of achieving investment grade ratings and maintaining a profile consistent with an investment grade company by maintaining a strong balance sheet and ample liquidity. Strategic Review Ongoing Around the time of the 2Q 2018 call, the company announced that it was going to initiate the sale process for its BCS business as part of the current portfolio review that the management team has begun. The unit does about $1 billion in sales. No further details have been announced. The company also has emphasized that it has not yet completed its full review, and plans to do so by November. Fitch expects other assets could be listed for sale at or before that time. In its announcement, the company noted that the decision of what to do with the proceeds of the sale would also fall under the strategic review. Fitch expects this would most likely result in M&A or share repurchases. Fitch believes the portfolio reshaping efforts, coupled with the CEO's history at GE, emphasizes the company's focus towards aerospace, autos and transportation. This could indicate portfolio expansion in this arena. Fitch believes this may somewhat reduce the company's diversification, but could improve margins over the near to intermediate term. Impact from Tariffs and Political Risks Revised trade policies emerging from the current U.S. administration could negatively affect the competitiveness of North American commercial aerospace companies. Trade with China is a particular concern. More restrictive trade policies could also disrupt the global aerospace supply chain. Fitch forecasts the impact from tariffs and subsequent aluminum price increases should lead to an increase in revenue over the intermediate term, but will have a somewhat negative impact on margins. Fitch believes the company will likely be able to pass on most of the price increases directly to its customers. Additionally, aluminum and other materials specifically used in many of the company's Engineered Products and Solutions (EP&S) segment products are typically sold directly to customers and through distributors, reducing the impact. The majority of the impact stems from the Global Rolled Products (GRP) and Transportation and Construction Solutions (TCS) segments. Strong End-Markets Fitch believes that many of Arconic's primary end markets will remain stable or positive over the intermediate term, despite their relatively high degree of cyclicality. In particular, Fitch views the current commercial aviation environment favorably, driven by the substantial backlog of large commercial aircraft orders at Airbus and Boeing, as well as positive trends in air traffic. Within the aerospace sector, Arconic is supported by its high-technology product breadth and diversification across a number of platforms, including Boeing's 787, 777X, 737MAX, and Airbus's A320neo, A330neo, and others. Meanwhile, Arconic's defense industry exposure is largely supported by the increase in U.S. government spending, but more specifically, the planned ramp up of F-35 production. In the automotive industry, there has been an appetite to shift some content to aluminum and other alloys in recent years, primarily as a way to reduce vehicle weight, while still maintaining performance. Arconic has been a part of this trend. Fitch believes the Ford F150 was a prime example, while the company's contracts have since expanded to include the Toyota's Lexus RX and Jeep Wrangler. Fitch believes there is potential for further expansion over the next four to five years as production costs come down. Seasonality Financial Risk ARNC's business has seasonal and cyclical aspects which have been managed by maintaining strong liquidity and with curtailments and redeployment of capital to higher value-added and more stable products. The businesses benefit from diversification, scale and strong market positions. DERIVATION SUMMARY Fitch believes ARNC's credit metrics are adequate for the 'BB+' rating and will likely improve over the next 12 to 18 months as the company's 2019 notes are either repaid in cash or converted to common stock, the company further reduces debt or increases EBITDA using the proceeds of any divestitures, or the company experiences material margin expansion due to cost cutting efforts, efficiencies, and an improved product mix. Since the beginning of 2017, the company has reduced debt by approximately $1.7 billion, while decreasing exposure to low margin business. ARNC does not have any substantial peers who compete across all product offerings and end-markets. Fitch also believes ARNC holds the number 1 or 2 market positions in its largest markets, and is able to leverage that position into long-term customer relationships. Fitch compares ARNC to The Timken Company, which is rated two notches higher due to its materially lower leverage and lower degree of cyclicality due to its large aftermarket presence; however, the two companies exhibit similar levels of profitability. Fitch also contrasted ARNC and Kennametal (BBB/Stable), which have similar end-market exposure to the transportation, industrials and aerospace industries, though Kennametal's sales are comprised of 80% consumables. ARNC has a significant scale advantage and better FFO generation than Kennametal, but Kennametal's leverage is lower than that of ARNC. Meanwhile, Trinity Industries (TRN, BBB-/Rating Watch Negative) also generates greater EBITDA margins than ARNC and has lower leverage. However, TRN's business profile could be considered more cyclical than that of ARNC with more than 85% of revenue derived from railcars, energy and barges. Finally, Goodyear (BB/Stable) has some complementary product and end-market overlap, but also has significant aftermarket exposure, which is less cyclical than the OEM production of ARNC. However, that benefit is offset by the Goodyear's relative lack of diversification compared to ARNC, making it more vulnerable to cyclical downturns in the auto end market, which is the main constraint to its ratings. ARNC's ratings are not constrained by parent subsidiary linkage or country ceiling effect, and although Fitch considers the company's operating environment to be highly cyclical, Fitch does not believe the ratings are limited by this cyclicality. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Sustained elevated aluminum prices in line with current levels and cost increases are mostly passed on to customers; -- Top line growth at Global Rolled Products and Engineered Products & Solutions segments are supported by the expansion of automotive sheet business and a robust commercial aerospace backlog; -- Company divests its Business and Construction Services business in 2019; -- Fitch conservatively assumes proceeds from a sale of assets are not allocated for debt repayment, and instead are used to repurchase shares; otherwise, the company continues to employ a conservative financial policy with adequate liquidity, modest dividend increases, and limited accretive acquisitions; -- Modest EBITDA margin expansion, driven by improved product mix and cost cutting measures; Fitch applied the standard notching suggested for entities with IDRs of 'BB-' and above, outlined in the Recovery Rating and Notching Criteria. Entities with IDRs of 'BB-' and above usually have senior unsecured instrument ratings at the same level as the IDR, reflecting average (around 40%) rates of recovery across all sectors. Given the distance to default, RRs in these situations are not computed via a bespoke analysis. Instead, they serve as a label to reflect an estimate of the risk of these instruments relative to other instruments in an entity's capital structure and instruments issued by entities with non-investment grade IDRs. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Negative Rating Action -- The company materially deviates from its current capital structure, operational, and cash deployment strategies; -- Adjusted leverage increases above 4.3x for a sustained period; -- Transformative and sizeable debt-funded acquisitions that alter the company's credit profile; -- EBITDA margins decline below 12% over a sustained period; -- FFO fixed charge coverage declines below 3.0x for a sustained period; Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Maintains a capital policy consistent with an investment grade company, including strong liquidity; -- Adjusted leverage declines below 3.5x for a sustained period; -- FFO Fixed Charge Coverage increases above 3.5x to 4.0x for a sustained period; LIQUIDITY Adequate Liquidity: Fitch considers ARNC's liquidity position to be a positive credit factor, and it is sufficient to cover the company's potential working capital needs and upcoming debt maturities. As of June 30, 2018, ARNC had total liquidity of approximately $5.2 billion, consisting of $1.5 billion in readily available cash and complete availability under $3.7 billion of bank facilities. Fitch does not consider any of Arconic's cash to be restricted. ARNC had total outstanding debt of $6.4 billion as of June 30, 2018. The company's debt structure consists of a commercial paper program supported by a $3 billion unsecured revolver, $5.7 billion of various maturity unsecured fixed price bonds, $403 million of convertible bonds, $250 million of industrial revenue bonds, $715 million of unsecured revolvers reserved for working capital, and $45 million of other debt. The company also had $350 million of receivables which had been sold and were still outstanding, and which Fitch considers as debt, and $54 million of Class A preferred shares outstanding, for which Fitch assigns 50% equity credit. The company's next maturities are approximately $403 million of convertible notes due in 2019, $1 billion of senior unsecured notes due in 2020 and $1.25 billion in 2021. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Arconic, Inc. - Long-term IDR at 'BB+'; - Senior unsecured revolving credit facility at 'BB+'/'RR4'; - Senior unsecured notes at 'BB+'/'RR4'; - Class A preferred stock at 'BB-'/'RR6'; - Short-term IDR at 'B'; - Commercial paper at 'B'; The Rating Outlook was revised to Positive from Stable. ASCO LIQUIDATING: New Plan Discloses Settlement with Affiliates --------------------------------------------------------------- ASCO Liquidating Company and the Official Committee of Unsecured Creditors filed a first amended disclosure statement in connection with their joint plan of liquidation dated Sept. 18, 2018. The latest plan discloses that the Debtor, the Committee, its insiders Charles A. Key Jr. and R. Daniel Luper, and affiliates Partland, LLC and Tuwella, LLC engaged in a pre-litigation mediated settlement conference and reached a global settlement of all claims by and against the Estate. Debtor and the Committee filed a motion to compromise the claims and Causes of Action of the Estate, on the one hand, and the filed Claims of Key, Luper, Partland and Tuwella, on the other. The settlement requires Partland to make a cash contribution to Debtor in the amount of $437,000. In addition, Tuwella will waive its Administrative Priority Claim for its Cure Amount in the amount of $236,934, and Partland will waive its Administrative Priority Claim for post-petition rent in the amount of $38,372.94. The combined dollar for dollar benefit to the Estate of these components is in the amount of $712,306.94. Finally, Partland, Key, Luper and Tuwella will waive their Unsecured Claims asserted against the Estate in the total aggregate amount of $829,941.43. Based upon the estimated distribution to Unsecured Creditors, Debtor estimates the aggregate fractional dollar benefit to the Estate of the waiver of these Claims is in the approximate amount of $332,000. Accordingly, the estimated benefit to Debtor's Estate of the settlement with insiders exceeds one million dollars. In exchange for the Partland contribution and the waiver of insider Claims, Debtor and the Committee will provide the insiders with a release. Debtor believes the proposed settlement is fair and equitable. The Bankruptcy Court approved the proposed settlement on Sept. 7, 2018 in open court, pending entry of a written order. The settlement with the insiders will control, notwithstanding any other provisions in the Plan. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ncmb18-50018-419.pdf About Auto Supply Company Founded in 1954, Auto Supply Co., Inc. -- http://www.ascodc.com/-- is a family-owned supplier of OEM and aftermarket automotive parts, serving the automotive repair professional from three distribution centers, 15 store locations and seven battery trucks throughout North Carolina and Western Virginia. The Company is based in Winston Salem, North Carolina. About Auto Supply Co. sought Chapter 11 protection (Bankr. M.D.N.C. Case No. 18-50018) on Jan. 8, 2018. In the petition signed by President Charles A. Key, Jr., the Debtor disclosed total assets of $13.17 million and total debt of $22.04 million. The case is assigned to Judge Lena M. James. The Debtor tapped Ashley S. Rusher, Esq., at Blanco Tackabery & Matamoros, P.A., as its bankruptcy counsel, and The Finley Group as its financial advisor. The official committee of unsecured creditors formed in the case retained Kane Russell Coleman Logan PC as its bankruptcy counsel, and Waldrep LLP as its local counsel. * * * On Jan. 10, 2018, the Debtor filed a motion to sell substantially all of its assets to a stalking horse bidder, or other successful bidder, at an auction sale. The Court entered a final order on March 1, 2018, approving the sale of the assets to Elliott Auto Supply Co., Inc. d/b/a Factory Motor Parts, for $17.5 million. The Debtor and FMP closed the sale of the assets on March 12, 2018. The Debtor changed its name to ASCO Liquidating Company following the sale. ATLANTA AUCTION: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: Atlanta Auction Access, Inc. 9830 Cedar Grove Rd. Fairburn, GA 30213 Business Description: Atlanta Auction Access, Inc. is a used car dealer based in Fairburn, Georgia. It is the fee simple owner of a real property located at 5575 Frontage Rd. Forest Park, GA. 30297 valued by the company at $1.2 million. Chapter 11 Petition Date: October 1, 2018 Case No.: 18-66549 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Joseph Chad Brannen, Esq. THE BRANNEN FIRM, LLC 7147 Jonesboro Road, Suite G Morrow, GA 30260 Tel: (770) 474-0847 Fax: 770-474-6078 E-mail: chad@brannenlawfirm.com Total Assets: $1,240,440 Total Liabilities: $1,225,000 The petition was signed by Fredegra Brown, CEO. The Company lists the Tax Commissioner of Clayton County as its sole unsecured creditor holding a claim of $13,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb18-66549.pdf BC COMIX: Taps Simen Figura as Legal Counsel -------------------------------------------- BC Comix & Games, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Simen, Figura & Parker, PLC, as its legal counsel. The firm will represent the Debtor in negotiation with its creditors; conduct examinations; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Peter Mooney, Esq., the attorney who will be handling the case, charges an hourly fee of $220. Chris Stritmatter, another attorney who may perform services for Debtor, bills at the rate of $150 per hour. The retainer fee is $10,000. Neither Mr. Mooney nor anyone in his firm holds any interest adverse to the Debtor's estate, according to court filings. Simen Figura can be reached through: Peter T. Mooney, Esq. Simen, Figura & Parker, PLC 5206 Gateway Centre, Suite 200 Flint, MI 48507 Phone: (810) 235-9000 E-mail: pmooney@sfplaw.com About BC Comix & Games BC Comix & Games, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-32192) on Sept. 18, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Daniel S. Oppermanflint presides over the case. BELK INC: Bank Debt Trades at 13% Off ------------------------------------- Participations in a syndicated loan under which BELK Incorporated is a borrower traded in the secondary market at 87.43 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.74 percentage points from the previous week. BELK Incorporated pays 475 basis points above LIBOR to borrow under the $1.50 billion facility. The bank loan matures on December 10, 2022. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. BELLA SPOSA: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Bella Sposa, LLC 8601 Canyon View Drive Las Vegas, NV 89117 Business Description: Bella Sposa, LLC is a lessors of real estate based in Las Vegas, Nevada. The company previously sought bankruptcy protection on Nov. 1, 2016 (Bankr. D. Nev. Case No. 16- 15869). Chapter 11 Petition Date: October 1, 2018 Case No.: 18-15922 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Brian C. Whitaker, Esq. ERICKSON & WHITAKER PC 1349 Galleria Dr., Suite 200 Henderson, NV 89014 Tel: (702) 433-9696 Fax: (702) 434-0615 E-mail: bwhitaker@ericksonwhitaker.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher Villareale, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nvb18-15922.pdf BENEDICT DOMENICO: OpenDoor Buying Henderson Property for $289K --------------------------------------------------------------- Benedict A. Domenico asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of the real property located at 2490 Via Di Autostrada, Henderson, Nevada to OpenDoor Property N, LLC and/or nominee for $289,100. Listed on the Debtor's Schedules and Statements is the Property. He wishes to sell it to the Buyer the Property. The terms of said sale are set forth on the Residential Purchase Agreement. The Debtor asks that the Court issues an order that the sale will be free and clear of the following lien: Deed of Trust from current owner Benedict Domenico, a single person (borrower) dated April 6, 2006 and recorded on April 14, 2006 in (instrument) 20060414-0001725, of the official property records of Clark County, Nevada in the amount of $261,600 and in favor of Mortgage Electronic Registration Systems, Inc., as nominee of Southstar Funding, Pacific Title, as trustee. Assigned to the Bank of New York Mellon, formerly known as the Bank of New York, as successor trustee to JPMorgan Chase Bank, NA, as trustee for the certificate holders of Structured Asset Mortgage Investments II Trust 2006-AR4 Mortgage Pass-Through certificates, Series 2006-AR4, by instrument recorded in (instrument) 200908170002399. Upon closing, the lien will no longer attach to the property. It will attach to the proceeds of the sale only. The lien will be paid after any dispute over the requested payoff is resolved by the Court. Subsequent payment of the corrected amount of the lien will constitute a full and final release of the lien. Attorney's fees to the Debtor's counsel, in the amount of $4,000, will be paid from funds from the sale of the house. The sale will result in payment of all commissions, fees, escrow and title charges as customary in Clark County, Nevada per the agreement contained in the Commitment for Title Insurance and Escrow Instructions. The Debtor asks that the Court waives the 14-day appeals process if there is no objection to the sale. The proceeds, free and clear of the stated liens, will be turned over to the attorney for the Debtor in trust to be used to complete Debtor's Plan obligations, including administrative, secured and unsecured debt. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/BENEDICT_DOMENICO_357_Sales.pdf Counsel for the Debtor: Thomas E. Crowe, Esq. THOMAS E. CROWE PROFESSIONAL LAW CORP. 2830 S. Jones Blvd., Suite 3 Las Vegas, NV 89146 Benedict A. Domenico sought Chapter 11 protection (Bankr. D. Nev. Case No. 09-12657) on Feb. 27, 2009. BIG RACQUES: Case Summary & 3 Unsecured Creditors ------------------------------------------------- Debtor: Big Racques Ranch, LLC P.O. Box 40 Charlotte, TX 78011 Business Description: Big Racques Ranch, LLC is a privately held company in Charlotte, Texas. It is a small business debtor as defined in 11 U.S.C. Section101(51D). The Company previously filed for protection under Chapter 11 of the Bankruptcy Code on March 10, 2017 (Bankr. W.D. Tex. Case No. 17-50573). Chapter 11 Petition Date: October 1, 2018 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Case No.: 18-52328 Judge: Hon. Craig A. Gargotta Debtor's Counsel: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. 745 E Mulberry Ave, Suite 700 San Antonio, TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 E-mail: wrdavis@langleybanack.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Randy Benavides Balderas, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-52328.pdf BLACKBOARD INC: Bank Debt Trades at 4% Off ------------------------------------------ Participations in a syndicated loan under which Blackboard Incorporated is a borrower traded in the secondary market at 96.38 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.72 percentage points from the previous week. Blackboard Incorporated pays 500 basis points above LIBOR to borrow under the $931 million facility. The bank loan matures on June 30, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. BLACKSMITH SQUARE: JCG Reclassified as Secured Creditor in New Plan ------------------------------------------------------------------- Blacksmith Square Partners LLC filed a second amended disclosure statement in support of its amended plan of reorganization dated Sept. 18, 2018. This latest filing amends the treatment of Jersen Construction Group, LLC and reclassifies them as a secured creditor pursuant to their March 19, 2018 Amended Proof of Claim (Claim 8-1). The Plan will be funded from the sale of Debtor's Real Property. As with the operations prior to the filing of the Petition and during the administration of the case, management of the Debtor will be by Neil Swingruber. Mr. Swingruber will be responsible for the Debtor's ongoing operations and will be the disbursing agent of the Debtor responsible for making all payments to or on behalf of creditors required by the Plan and by the Order approving it. The Debtor proposes to have its Real Property Sold no later than Dec 31, 2018. A copy of the Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/nynb17-11745-1-55.pdf About Blacksmith Square Partners Blacksmith Square owns in fee simple interest a parcel of undeveloped commercial real estate measuring 5.34 acre located at 2458 Route 9 Malta, NY 12020, valued by the Company at $3 million. It is also the fee simple owner of a .7 acre of undeveloped commercial property located at 11 Blacksmith Dr Malta, NY 12020, valued by the Company at $150,000. Blacksmith Square is equally owned by Neil Swingruber and Bruce Schnitz. Blacksmith Square Partners LLC, based in Malta, NY, filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 17-11745) on Sept. 20, 2017. In the petition signed by Neil S. Swingruber, Jr., member, the Debtor disclosed $3.15 million in assets and $3.05 million in liabilities. Michael Leo Boyle, Esq., at Tully Rinckey P.L.L.C., serves as bankruptcy counsel to the Debtor. BROOKS AUTOMATION: Moody's Affirms B1 CFR, Outlook Positive ----------------------------------------------------------- Moody's Investors Service affirmed Brooks Automation, Inc.'s B1 Corporate Family Rating, B1-PD Probability of Default Rating, the B1 ratings on the company's existing first lien term loan, and the SGL-1 Speculative Grade Liquidity rating. The affirmation follows the announcement of Brooks' pending $450 million acquisition of genomics services provider GENEWIZ Group which will be partially funded by the planned issuance of an incremental $350 million multi-year first lien term loan. The outlook remains positive. Moody's affirmed the following ratings: Corporate Family Rating -- B1 Probability of Default Rating -- B1-PD Senior Secured First Lien Term Loan due 2024 -- B1(LGD4 from LGD3) Speculative Grade Liquidity Rating-- SGL-1 Outlook is Positive RATINGS RATIONALE Brooks' B1 CFR is constrained by the company's moderate pro forma debt leverage, relatively small revenue base, and meaningful concentration risk in the growing, but cyclical semiconductor and semiconductor capital equipment end markets (approximately 60% of pro forma sales following completion of pending acquisitions and divestitures) which have been susceptible to economic downturns. The ratings are also constrained by the potential for Brooks to pursue incremental debt-financed acquisitions which could add meaningful leverage to the company's capital structure as well as integration risks that could create business disruptions and cost inefficiencies. Moody's still expects Brooks to finance incremental asset purchases such that pro forma debt to EBITDA (adjusted for pensions and operating leases) is sustained at or below approximately 3x. The ratings are supported by Brooks' strong market position as a global supplier of automation and contamination control solutions for applications primarily in the semiconductor and semiconductor capital equipment markets as well as the company's growing presence in the sample management and genomics services segment (following the completion of the pending GENEWIZ purchase) of the life sciences sector. Additionally, Brooks' credit profile benefits from longstanding strategic relationships with its established customer base, the company's strong liquidity profile, and Moody's expectation for solid free cash flow. Moody's believes Brooks' liquidity will be very good over the next year, as indicated by the SGL-1 rating. Liquidity will be supported by approximately $221.4 million of cash and short term investments as of June 30, 2018, just under $50 million of availability under the company' s $75 million asset based revolving credit facility, and Moody's expectation of FCF of $50 million over the next year. The company's term loan is not subject to any financial maintenance covenants, but the revolving credit facility, which is unrated, has a springing covenant based on a minimum 1x fixed charge coverage ratio that is not expected to be in effect over the next 12-18 months as excess availability should remain above minimum levels. The positive outlook reflects Moody's expectation that Brooks will generate high-single digit pro forma organic revenue growth over the coming year while operating leverage benefits, coupled with potential cost synergies related to the GENEWIZ acquisition, should allow the company to generate healthy EBITDA growth during this period. The outlook also incorporates Moody's expectation for moderate debt repayment over the coming year such that pro forma adjusted debt leverage is sustained at or below approximately 3x, but recognizes Brooks' ability to accelerate deleveraging by potentially applying proceeds from the pending divesture of its semiconductor cryogenics business to more rapidly restore the company to its traditionally less-levered structure. The ratings could be upgraded if Brooks successfully integrates planned acquisitions, realizes operational efficiencies that sustain adjusted EBITDA margins in the high teens, continues to diversify its end market exposure while concurrently reducing leverage to approximately 3x and adhering to conservative financial policies. The ratings could be downgraded if revenue contracts materially from current levels or Brooks adopts more aggressive financial policies that increase debt leverage above 4x on a sustained basis. The principal methodology used in these ratings was Semiconductor Industry published in July 2018. Brooks is a leading global provider of automation and contamination control solutions for applications primarily in the semiconductor capital equipment market and the sample management segment of the life sciences sector. The company also provides genomics services (following the completion of the pending GENEWIZ purchase) and offers services to its customers through its network of support centers. Moody's projects that Brooks will generate pro forma revenues of approximately $860 million in fiscal year 2019. CALUMET SPECIALTY: Moody's Affirms Caa1 CFR; Outlook Stable ----------------------------------------------------------- Moody's Investors Service changed the ratings outlook for Calumet Specialty Products Partners, L.P. to stable from negative. It also affirmed the Caa1 Corporate Family Rating and Caa2 ratings on the existing senior unsecured notes. The Speculative Grade Liquidity Rating was changed to SGL-2 from SGL-3. "The change in outlook reflects Moody's expectation that Calumet will continue to improve its operating performance", said James Wilkins, a Moody's Vice President. The following summarizes the ratings activity. Calumet Specialty Products Partners, L.P. Ratings affirmed: Corporate Family Rating -- affirmed at Caa1 Probability of Default Rating -- affirmed at Caa1-PD Senior unsec notes due 2021 -- affirmed at Caa2 (LGD4 from LGD5) Senior unsec notes due 2022 -- affirmed at Caa2 (LGD4 from LGD5) Senior unsec notes due 2023 -- affirmed at Caa2 (LGD4 from LGD5) Ratings upgraded: Speculative Grade Liquidity Rating -- SGL-2 from SGL-3 Outlook Action: Outlook -- changed to Stable from Negative RATINGS RATIONALE The move to a stable rating outlook reflects the relative stability of the Specialty Products business' earnings and the potential for refining margins to improve. The repayment of $400 million of notes in April 2018 has improved leverage metrics. Additionally, the company has made progress in adopting its new ERP system and issued its second quarter financial statements on a timely basis. Calumet's Caa1 CFR reflects its modest scale, elevated leverage, improving operating performance, but historical negative free cash flow generation. The company's Specialty Products segment generates about one-third of revenues and three-quarters of adjusted EBITDA (as reported by Calumet) and Fuel Products accounts for about two-thirds of revenues and one-quarter of EBITDA, following restructuring, which has included the sale of the Superior Wisconsin refinery and sale of the oilfield services business. Calumet is exposed to volatile raw material (crude oil) costs, which it generally can pass on to customers of specialty products, but refining profit margins remain volatile, even after the company hedges its commodity price exposures and has access to advantaged feedstocks. The company's seven facilities have a combined throughput capacity of 140,000 barrels per day. The Fuel Products business produces transportation fuels, that can be more seasonal and cyclical than the Specialty Products earnings. The company benefits from geographic diversity of operations, a diverse customer base (no customer represents ten percent or more of revenues) and its numerous specialty products (some of which are recognized brands) offer exposure to diverse end markets. Calumet generated negative free cash flow in 2017 and the first half 2018, even after large reductions in capital spending. Its leverage (debt/EBITDA), which was 5.6x as of June 30, 2018, stepped down after the $400 million of secured notes due 2021 were repaid in April 2018 and is benefiting from ongoing year-over-year improvements in EBITDA generation. However, the leverage metrics will remain above the 4.0x level targeted by management through 2019 as a result of a lack of meaningful free cash flow generation that could be applied towards debt reduction. Calumet's SGL-2 Speculative Grade Liquidity rating reflects the good liquidity profile, supported by availability under the undrawn revolving $600 million ABL credit facility, operating cash flow that should cover its capital expenditures and cash on hand ($39 million as of June 30, 2018). The asset based revolver had a borrowing base of $343 million as of June 30, 2018. Moody's expects the company will generate positive free cash flow in 2019, if working capital needs do not materially increase and it does not engage in new growth capital projects. The company does not pay distributions to unitholders, although distributions are no longer restricted following the repayment in April 2018 of the secured notes due 2021. The next debt maturity is $900 million of unsecured notes due 2021. The revolving credit facility generally permits the company to make cash distributions to unit holders as long as immediately after giving effect to such a cash distribution, availability under the revolving credit facility totals at least the sum of the FILO loans plus the greater of: (i) 15% of the Borrowing Base; and (ii) $60 million. The revolver has one springing financial covenant which provides that only if availability under the facility falls below the sum of the FILO loans plus the greater of: (i) 10% of the Borrowing Base; and (ii) $35 million, the company is required to maintain a Fixed Charge Coverage Ratio of at least 1.0 to 1.0 as of the end of each fiscal quarter. The senior unsecured notes are rated Caa2, one notch below the Caa1 CFR, consistent with Moody's Loss-Given-Default Methodology, reflecting their lower priority claim on assets than borrowings under the secured revolving credit facility. Calumet's balance sheet debt includes the secured ABL revolving credit facility and three unsecured notes issues totaling $1.575 billion. The ratings could be upgraded if leverage (debt/EBITDA) falls below 6.0x and interest coverage remains above 1.3x on a sustained basis. The ratings could be downgraded if the company generates negative free cash flow, does not maintain an interest coverage ratio above 1.1x or liquidity declines. The principal methodology used in these ratings was Refining and Marketing Industry published in November 2016. Calumet Specialty Products Partners, L.P., headquartered in Indianapolis, Indiana, is an independent North America producer of specialty hydrocarbon products, such as lubricants, solvents and waxes, and fuel products. It is structured as a publicly traded Master Limited Partnership (MLP). Calumet operates two business segments: Specialty Products and Fuel Products. CEC ENTERTAINMENT: Bank Debt Trades at 4% Off --------------------------------------------- Participations in a syndicated loan under which CEC Entertainment Incorporated is a borrower traded in the secondary market at 96.25 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.48 percentage points from the previous week. CEC Entertainment pays 325 basis points above LIBOR to borrow under the $760 million facility. The bank loan matures on February 14, 2021. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. CHARLES FUQUA: $24K Sale of Charleston Property to Stowell Approved ------------------------------------------------------------------- Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois authorized the private sale by Charles W. Fuqua, II and Ruth A. Fuqua of the single-family residence located at 1074 10th Street, Charleston, Illinois, Property ID No. 02106324000, to Jeffrey Stowell for $24,000. The sale is free and clear of the mortgage lien of Prairie State Bank & Trust with the lien of Prairie State Bank & Trust to attach to the proceeds. The Debtors are authorized to pay Prairie State Bank & Trust all amounts owing on its Note ending in #28-60 (which debt is specifically referenced in its mortgage) at closing. The Title Company closing the sale is authorized to pay from the sale proceeds, normal and customary closing costs including revenue stamps, recording fees, real estate taxes, pro-rated real estate taxes, title company fee, title insurance fees, and termite and other required inspections. No attorney fees or document preparation fees will be paid from the sale proceeds. The balance of the net proceeds of sale, if any, will be placed in a separate cash collateral account pending determination by the Court of the extent to which Prairie State Bank & Trust is entitled to those proceeds under its mortgages to be applied to other debts. The 14-day stay under Bankruptcy Rule 6004(h) is waived. Charles W. Fuqua, II and Ruth A. Fuqua sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 17-91140) on Oct. 20, 2017. The Debtors tapped Roy Jackson Dent, Esq., at Dent Law Office, Ltd., as counsel. CHARLES FUQUA: $29K Private Sale of Humboldt Property to Garzas OKd ------------------------------------------------------------------- Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois authorized the private sale by Charles W. Fuqua, II and Ruth A. Fuqua of the commercial building located at 712 Commercial, Humboldt, Illinois, to Jesus G. Garza and Jesus G. Garza, Jr., for $29,000. The sale is free and clear of the mortgage lien of First Financial Bank, N.A., with the lien of First Financial Bank, N.A. to attach to the proceeds. The Debtors are authorized to pay First Financial Bank all amounts owing on its Note ending in 4159 (which debt is specifically referenced in its mortgage) at closing. The Title Company closing the sale is authorized to pay from the sale proceeds, normal and customary closing costs including revenue stamps, recording fees, real estate taxes, pro-rated real estate taxes, title company fee, title insurance fee, and termite and other required inspections. No attorney fee or document preparation fees will be paid from the sale proceeds. The balance of the net proceeds of sale, if any, will be placed in a separate cash collateral account pending determination by this Court of the extent to which First Financial Bank is entitled to those proceeds under its mortgages to be applied to other debts. The 14-day stay under Bankruptcy Rule 6004(h) is waived. Charles W. Fuqua, II and Ruth A. Fuqua sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 17-91140) on Oct. 20, 2017. The Debtors tapped Roy Jackson Dent, Esq., at Dent Law Office, Ltd., as counsel. CHOBANI GLOBAL: Bank Debt Trades at 3% Off ------------------------------------------ Participations in a syndicated loan under which Chobani Global Holdings Incorporated is a borrower traded in the secondary market at 96.92 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.11 percentage points from the previous week. Chobani Global pays 350 basis points above LIBOR to borrow under the $819 million facility. The bank loan matures on October 10, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. CHOICE BRANDS: Taps Moore & Associates as Accountant ---------------------------------------------------- Choice Brands Group, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Moore & Associates, PC as its accountant. The firm will prepare the Debtor's final federal and state tax Returns for year-end December 31, 2018; assist in preparing its financial statements and reports in connection with bidding and maintaining contracts; and provide other accounting and tax-related services. Moore & Associates will receive a flat fee of $5,000 for its services. The firm does not represent any interest adverse to the Debtor's estate, according to court filings. Moore & Associates can be reached through: Robert M. Moore Moore & Associates, PC Phone: 570.455.9408 Fax: 570.455.3413 Email: info@drmoorecpa.com About Choice Brands Group Choice Brands Group, Inc., formerly known as Choice Brands Equestrian, Inc., is a wholesale importer and distributor of equestrian products. The company, which also operates under the name Horseloverz.com, is located in Hazleton, Pennsylvania. It offers discounted horse supplies, horse tack, saddles, clothing, boots and breyer. Choice Brands Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-01175) on March 23, 2018. In the petition signed by John V. Moncada, president, the Debtor disclosed $1.11 million in assets and $3.63 million in liabilities. Judge Robert N. Opel II presides over the case. The Debtor tapped the Law Offices of Mark J. Conway, P.C., as its legal counsel. CM RESORT MANAGEMENT: Taps Pronske Goolsby as Legal Counsel ----------------------------------------------------------- CM Resort Management, LLC and its affiliates filed separate applications seeking approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel in connection with their Chapter 11 cases. In their applications, CM Resort, Destination Development Partners, Inc. and Destination Development Community III, Ltd. propose to employ Pronske Goolsby & Kathman, P.C. to advise them regarding their duties under the Bankruptcy Code; prosecute actions to protect their estates; prepare a plan of reorganization; and provide other legal services related to their cases. The hourly rates charged by Pronske for the services of its partners range from $385 to $600. Legal assistants charge $120 per hour. The firm received a $60,000 retainer on September 11. Gerrit Pronske, Esq., a shareholder of Pronske, disclosed in a court filing that the firm and its attorneys are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gerrit M. Pronske, Esq. Melanie P. Goolsby, Esq. Jason P. Kathman, Esq. Pronske Goolsby & Kathman, P.C. 2701 Dallas Parkway, Suite 590 Plano, TX 75093 Telephone: (214) 658-6500 Telecopier: (214) 658-6509 E-mail: gpronske@pgkpc.com E-mail: mgoolsby@pgkpc.com E-mail: jkathman@pgkpc.com About CM Resort Management CM Resort Management LLC and its affiliates are privately-held commercial real estate development firms based in Gordon, Texas. CM Resort, Destination Development Partners, Inc., and Destination Development Community III, Ltd., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 18-43290, 18-43292 and 18-43294) on Aug. 27, 2018. In the petitions signed by Mark Ruff, member and authorized agent, each debtor listed less than $50,000 in assets and $10 million to $50 million in liabilities. CURAE HEALTH: Nov. 15 Auction of Gilmore Hospital Set ----------------------------------------------------- Judge Charles M. Walker of the U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, authorized the bidding procedures of Curae Health, Inc. and its debtor-affiliates in connection with the sale of Amory Regional Medical Center, Inc.'s Gilmore Medical Center to North Mississippi Health Services or its designee for $15 million, subject to adjustments, subject to overbid. The Gilmore APA, Assumption Notice and Assumption and Assignment Procedures are approved. Any Secured Creditor who has a valid, perfected, and undisputed lien on the Proposed Purchased Assets, and the right and power to credit bid claims secured by such liens, will have the right to credit bid all or a portion of the value of such Secured Creditor's secured claims. The sale will be free and clear of liens, claims, encumbrances, and other interests, with such liens, claims, encumbrances, and other interests attaching to the proceeds of such sale. The Proposed Stalking Hors's Escrow Amount (as provided in the Gilmore APA) will be held in escrow and will not constitute or be deemed to constitute property of the Debtors or their estates, and neither the Debtors nor their estates will have an interest of any kind (equitable or otherwise) in such funds, unless and until such funds are unconditionally paid or payable in accordance with the Gilmore APA, and no liens, claims or encumbrances will attach to such funds until such funds are unconditionally paid or payable in accordance with the Gilmore APA. Section 6.17(f) of the Gilmore APA is approved and binding on the Debtors, provided, however, that the Expense Reimbursement will be capped at $600,000, subject to the rights of the Committee and Debtors to object to the reasonableness of such expenses. The Expense Reimbursement will be paid to the Proposed Stalking Horse subject to the terms and conditions of Section 6.17(f) of the Gilmore APA. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 12, 2018 at 5:00 p.m. (CT) b. Initial Bid: Each Bid must clearly set forth the purchase price in U.S. dollars to be paid for each individual Proposed Purchased Asset subject to the applicable asset package, including and identifying separately any cash and non-cash component, and the cash component of such purchase price will be at least $10.5 million. c. Deposit: 5% of the aggregate Purchase Price of the Bid d. Auction: The Auction will take place at 9:00 a.m. (CT) on Nov. 15, 2018, at the offices of Polsinelli PC, in Nashville, Tennessee, or such later date and time as selected by the Debtors. e. Bid Increments: $100,000 f. Sale Hearing: Nov. 27, 2018 at 11:00 a.m. (CT) g. Assumption of Obligations: Each Bid must clearly state which liabilities of the Debtors the bidder is agreeing to assume. h. Any Qualified Bidder who has a valid and perfected lien on any of the Proposed Purchased Assets and the right and power to credit bid claims secured by such liens, will have the right to credit bid all or a portion of the value of such Secured Creditor's claims. i. Sale Objection Deadline: Nov. 20, 2018, at 5:00 p.m. (CT) j. Sale Hearing: Nov. 27, 2018, at 11:00 a.m. (CT) A copy of the Notices and the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Curae_Health_260_Order.pdf The terms and conditions of the Order will be immediately effective and enforceable upon its entry. About Curae Health Curae Health is a 501(c)(3) not-for-profit health system formed to address the needs of rural healthcare. Focusing on rural community hospitals in the Southeastern US, Curae collaborates with medical staff and communities to add new services and upgrade the facilities, alleviating the need for patients to travel long distances for their healthcare needs. On Aug. 24, 2018, Curae Health, Inc., and its affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 18-05665). Curae Health estimated $10 million to $50 million in total assets and $50 million to $100 million in total liabilities. The cases are assigned to Judge Charles M. Walker. The Debtors tapped Polsinelli PC as counsel; Glassratner Advisory & Capital Group LLC, as financial advisors; Egerton McAfee Armistead & Davis, P.C., as special counsel; Morgan Stanley as investment banker; and BMC Group, Inc., as claims and noticing agent. DEL MAR ENTERPRISES: Case Summary & 17 Unsecured Creditors ---------------------------------------------------------- Debtor: Del Mar Enterprises Inc. PO Box 3562 Aguadilla, PR 00605 Business Description: Del Mar Enterprises Inc. is a real estate company that owns in fee simple a commercial real estate located at Aguadilla, Puerto Rico consisting of two story commercial building with an appraised value of $1 million. The Company also owns a lot of land located at Barrio Borinquen Aguadilla, Puerto Rico having an appraised value of $100,000. Del Mar Enterprises previously filed for bankruptcy protection on April 9, 2013 (Bankr. D.P.R. Case No. 13-02735). Chapter 11 Petition Date: October 1, 2018 Case No.: 18-05767 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Mildred Caban Flores Debtor's Counsel: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. 254 San Jose Street, 5th Floor San Juan, PR 00901-1523 Tel: 787-729-2900 Fax: 787-729-2203 E-mail: notices@condelaw.com condecarmen@condelaw.com Total Assets: $1,102,823 Total Liabilities: $2,166,875 The petition was signed by Edgardo L. Delgado Colon, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at: http://bankrupt.com/misc/prb18-05767.pdf DEL MONTE: Bank Debt Trades at 10% Off -------------------------------------- Participations in a syndicated loan under which Del Monte Pacific Ltd is a borrower traded in the secondary market at 90.33 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.59 percentage points from the previous week. Del Monte pays 325 basis points above LIBOR to borrow under the $710 million facility. The bank loan matures on February 18, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. DEX LIQUIDATING: Unsecureds Estimated to Recover 100% in New Plan ----------------------------------------------------------------- Dex Liquidating Co. f/k/a Dextera Surgical Inc. filed a disclosure statement relating to its first amended plan of liquidation. Class 3 under the first amended plan consists of the general unsecured creditors. The Debtor's Representative will pay from the Distribution Account, to each Holder of an Allowed Class 3 General Unsecured Claim, Cash in an amount equal to such Allowed Class 3 General Unsecured Claim plus interest on such Allowed Class 3 General Unsecured Claim at the Federal Judgment Rate for the time period from the Petition Date to the date of payment. Anticipated recovery for this class is 100%. The Plan is a liquidating plan in which sufficient funds will be set aside to satisfy all Allowed Administrative Claims and other Claims that are required to be paid under the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/deb17-12913-468.pdf About Dextera Surgical Headquartered in Redwood City, California, Dextera Surgical Inc. (DXTR:US OTC US) -- https://www.dexterasurgical.com/ -- is a medical device company that designs and manufactures proprietary stapling devices that enable the advancement of minimally invasive surgical procedures. Founded in 1997 as Vascular Innovations, Inc., the Company changed its name in November 2001 to Cardica, Inc., and in June 2016 to Dextera Surgical Inc. Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12913) on Dec. 11, 2017. Dextera Surgical also entered into an asset purchase agreement with Aesculap, Inc, an affiliate of B. Braun Group, for $17.3 million. The Company disclosed $6.53 million in total assets and $14.82 million in total debt as of Sept. 30, 2017. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley LLP as special corporate counsel; JMP Securities, LLC as financial advisor and investment banker; Moss Adams LLP as tax advisor; Arch & Beam Global, LLC and Matthew English as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. No trustee, examiner or official committee has been appointed. Dextera Surgical Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on April 24, 2018, to effect a change of its name from "Dextera Surgical Inc." to "Dex Liquidating Co." The name change became effective upon the filing of the Amendment. DIVERSE LABEL: $107K Sale of Equipment to Warehouse One Approved ---------------------------------------------------------------- Judge Catherine R. Aron of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized Diverse Label Printing, LLC's sale of shelving and related storage equipment to Warehouse One, Inc. for $107,000. The sale is free and clear of liens and interests. The liens or security interests asserted by First National Bank of Pennsylvania are transferred to the proceeds of sale, which will be retained by the Debtor and clearly designated as sale proceeds held in escrow, the distribution of which will remain subject to further Orders of the Court after notice and hearing. The Debtor will serve a copy of the order as set forth on the attached list and file a certificate of such service with the Court. The Purchaser: WAREHOUSE ONE, INC. 7800 East 12th Street Kansas City, MO 64126 Easton, MD 21601 Telephone: (816) 9483-6999 Facsimile: (816) 231-7233 About Diverse Label Printing Diverse Label Printing, LLC, a company in Burlington, North Carolina, specializes in producing labels for food, food processing, supermarket, consumer goods, and other uses. Diverse Label sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018. In the petition signed by CEO Ed Bidanset, the Debtor disclosed $15,750,989 in assets and $10,499,186 in liabilities. Judge Catharine R. Aron presides over the case. The Debtor tapped hire Northen Blue, LLP, as its legal counsel. DOUBLE EAGLE: Private Sale of Collateral to Secured Creditors OK'd ------------------------------------------------------------------ Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western District of Louisiana authorized Double Eagle Energy Services, LLC's private sales of its corporeal movable and immovable assets to Gibsland Bank & Trust ("GBT"), John Deere Financial, and TCF Equipment Finance, in exchange for their credit bids: $2 million, $50,000 and $20,000, respectively. GBT is authorized to purchase all the right, title and interest to the secured proof of claim #35 of Wells Fargo Equipment Finance ("WF"), by paying WF the agreed amount of $225,000, without any recourse, representation or warranty whatsoever, "as is, where is," except that WF represents and warrants to GBT that, as of the Effective Date, WF (i) is the owner and holder of the Loans, the Liens and WF's Proof of Claim, (ii) has not previously sold, transferred or assigned the Loans, the Liens or WF's Proof of Claim, in whole or in part, (iii) has not encumbered the Loans, the Liens or WF's Proof of Claim, in whole or in part, and (iv) has not withdrawn WF's Proof of Claim, in whole or in part. Counsel for WF has confirmed that he has received $225,000 from GBT in connection with transfer of rights associated with proof of claim #35 WF will sign any documents thought necessary or appropriate to release its liens on the affected property upon payment of the agreed amount. No further formality is required but te order, unless an interested party desires an ex parte order from the Court to effectuate the intents and purposes of the Order. Ford Motor Credit Co.'s secured claim as to a 2014 Ford 150, VIN 1FTFW1EF0EKD72414, will be deemed satisfied and released upon GBT's paying FMCC the payoff quote of $5,820 (payoff good through 09/30/2018). FMCC will sign any documents thought necessary or appropriate to release its lien on the above truck upon payment of the payoff quote. No further formality is required but the Order, unless an interested party desires an ex parte order from the Court to effectuate the intents and purposes of the Order. TCF will be sold its collateral, one 2014 Chevrolet 1500 Silverado Truck, VIN#3GCUKRECXEG132768, in exchange for a credit bid of $20,000, with TCF reserving all rights for any remaining balance owed. John Deere has already proceeded with relief from the automatic stay, with John Deere reserving all rights for any remaining balance owed. GBT will be sold all movables which constitute its collateral, as well as the collateral of Wells Fargo and FMCC, free and clear of any and all inferior, competing and/or purported claims, liens, interests and encumbrances of any third persons whatsoever, in exchange for a credit of $2 million against its indebtedness, less the following: A. any amounts paid by Gibsland to Wells Fargo on its first lien on certain movables for purchase of Wells Fargo's claim by Gibsland; B. any amounts paid by Gibsland to Ford on its first lien on a certain movable for purchase of Ford's claim by Gibsland; and C. a $90,000 cash payment to be made to the estate for payment of the administrative and the priority expenses in the Chapter 11 case, which will be escrowed with the counsel to the Debtor. The counsel for Debtor acknowledges that $90,000 has been wired to his trust account. The Court approved the proposed sales authorized free and clear of all other third party claims, liens, interests and encumbrances whatsoever. AsGBT; WF; TCF; John Deere Financial; and FMCC are creditors whose respective loans to the Debtor are secured by the assets to be included in the proposed private sales, the sales to GBT and TCF, respectively, will be handled as private sales via either a Louisiana dation en paiemont, a deed in lieu of foreclosure, a voluntary surrender, by unopposed judicial foreclosure, all at the option of the respective purchasers, coupled with any appropriated order thought necessary by the particular Secured Creditor to effectuate the intent and purposes of the transfer. GBT will be sold the immovable property upon which it has mortgages and the usual and customary improvements and fixtures thereon or attached thereto located at those same addresses, including the Minden Tract (10500 Hwy 80, Minden, LA 71055) for a credit of $2.8 million, and the Oklahoma Tract located at 1121 6th Street, Maysville, OK 73057 in Garvin County, State of Oklahoma for a credit of $100,000, free and clear of any and all inferior, competing and/or purported claims, liens, interests and encumbrances of any third persons whatsoever. Upon review of the public records, there are certain judicial mortgages and/or judgment liens that may attach to the Debtor's real estate in favor of the following creditors: Unit Liner Company, Advanced Environmental Compliance, LLC, John Deere Financial, F.S.B. f/k/a FPC Financial, F.S.B, and Siemens Financial Services, Inc. These liens, and any claims whatsoever of any unknown third persons of which Debtor is currently unaware, are ordered to be released and stricken as an encumbrance on or claim against either of the properties. The foregoing sales will be "as is, where is." The sales will be without any warranty or recourse whatsoever, even as to return of the purchase price, but with full substitution and subrogation to all rights and actions of warranty against all preceding owners. The Debtor transfers and assigns to GBT all of its rights and interests in the following causes of action, themselves collateral of Gibsland: A. The Debtor's post-petition suit for breach of contract filed against Mark West Utica EMG, LLC, including any lien rights referred to therein, pending in United States District Court for the Western District of Louisiana, Alexandria Division, entitled "Double Eagle Energy Services, LLC versus Mark West Utica EMG, LLC," Case No. 1:18-CV-00573; and B. The Debtor's worker's compensation premium overpayment case against American Interstate Insurance Co., et al, currently pending in the 26th Judicial District Court, Parish of Webster, State of Louisiana, Docket No. 72140. The Order will be determined to be a final order, self-executory, and implemented forthwith in accordance with the provisions of Federal Rule of Bankruptcy Procedure 6004. About Double Eagle Energy Services Founded in 2006, Double Eagle Energy Services, a company based in Alexandria, Louisiana, provides general contracting services including constructing water and sewer mains. Double Eagle Energy Services filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-80717) on July 17, 2017. In the petition signed by Joe Ratcliff or Bob Ratcliff, its owners, the Debtor indicated $12.41 million in total assets and $13.18 million in total liabilities. Judge John W. Kolwe presides over the case. Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell, serves as the Debtor's bankruptcy counsel. Colvin, Smith & McKay is the Debtor's special counsel. EAGLECLAW MIDSTREAM: Bank Debt Trades at 2% Off ----------------------------------------------- Participations in a syndicated loan under which EagleClaw Midstream Ventures is a borrower traded in the secondary market at 97.83 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.68 percentage points from the previous week. EagleClaw Midstream pays 450 basis points above LIBOR to borrow under the $1.25 billion facility. The bank loan matures on June 22, 2024. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. EASTMAN KODAK: Bank Debt Trades at 4% Off ----------------------------------------- Participations in a syndicated loan under which Eastman Kodak Co is a borrower traded in the secondary market at 95.58 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.78 percentage points from the previous week. Eastman Kodak pays 625 basis points above LIBOR to borrow under the $420 million facility. The bank loan matures on September 3, 2019. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. ELEMENTS BEHAVIORAL: Has Until Dec. 19 to Exclusively File Plan --------------------------------------------------------------- The Hon. Brendann L. Shannon of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of EBH Topco, LLC, and its affiliates the exclusivity periods during which only the Debtors can file a Chapter 11 plan of liquidation and solicit acceptances of the plan through and including Dec. 19, 2018, and Feb. 17, 2019, respectively. The Debtors' initial Exclusivity Period and Exclusive Solicitation Period were set to expire on Sept. 20, 2018, and Nov. 19, 2018, respectively. On July 24, 2018 the Court entered the order approving the asset purchase agreement between the Debtors and purchaser Project Build Behavioral Health, LLC, and authorizing the sale to the Purchaser of substantially all of the Debtors' assets. In connection with the Sale, the Debtors, the Buyer, and the Official Committee of Unsecured Creditors negotiated that certain Settlement Term Sheet documenting a global resolution among the parties, whereby the Buyer agreed to support a plan of liquidation and fund appurtenant wind down expenses (in the Buyer's capacity as the DIP lender) to pay and administer priority and administrative claims, subject to agreed-upon plan and operating budgets that are not to exceed commitment under the financing budget approved pursuant to the final court order authorizing the Debtors to obtain secured postpetition financing and cash collateral use. While the Sale has not yet closed, the Debtors have begun the process of winding down their estates, including formulating, negotiating, and drafting a Chapter 11 plan of liquidation. The Debtors intend to file a plan of liquidation and pursue confirmation on a timeline agreeable to the Buyer and the Committee. The Debtors have been working with the Buyer and the Committee on formulating a consensual plan of liquidation, and have made substantial progress towards, and intend to achieve, this objective. The Debtors' Chapter 11 cases are both sizeable and complex. The Debtors are the largest independent provider of residential drug and alcohol addiction treatment in the U.S. Thirty-two Debtor entities filed for protection under Chapter 11. As of the Petition Date, the Debtors operated 13 treatment centers across 8 states, with 772 beds and 22 outpatient locations, drawing patients from all 50 states and 29 countries internationally. The Debtors' assets and liabilities are likewise significant. As of the Petition Date, the Debtors had assets of approximately $49.4 million on an aggregate basis, and liabilities of approximately $207.3 million on an aggregate basis. The Debtors also operate in a highly regulated and competitive behavioral health services industry. Since the Petition Date, the Debtors have made substantial and meaningful progress under Chapter 11, including obtaining court approval of the Sale of substantially all of the Debtors' assets, and administering the Chapter 11 cases efficiently and economically. In the three months these Chapter 11 cases have been pending, the Debtors have, among other things: -- secured first-day relief to continue operating their businesses including authorization (i) to continue using the existing cash management system, (ii) to pay employee wages, (iii) to maintain and protect confidential client information, (iv) to maintain and pay insurance policies, (v) to pay various critical vendors, (vi) to pay prepetition taxes and fees, (vii) to prohibit utility providers from altering, refusing, or discontinuing service, and (viii) to obtain secured postpetition financing; -- filed the Debtors' schedules of assets and liabilities, statement of financial affairs, and monthly operating reports; -- obtained court approval for the appointment of a patient care ombudsman; -- obtained court approval to maintain and administer the Debtors' client programs; -- rejected numerous leases and executory contracts determined unnecessary to the Debtors' continued business and restructuring goals; -- obtained court approval for the establishment of a claims bar date; and -- obtained court approval of the Sale of substantially all of the Debtors' assets. Since Petition Date, the Debtors and their professionals have smoothly transitioned into Chapter 11 and conducted a successful Sale process. In connection therewith, the Debtors have spent substantial time and resources on procuring the necessary approvals from the Court. Considering the progress made, coupled with the Debtors' ability to work cooperatively with the Buyer, the Committee, and other parties in interest, it is reasonable and appropriate for the Debtors to be granted additional time to negotiate and finalize a Chapter 11 plan of liquidation. The Debtors have timely paid all rent, quarterly fees to the U.S. Trustee, and all other administrative obligations in the ordinary course of business. In addition, subject to the Final DIP court order, the Debtors have sufficient liquidity to continue paying administrative expenses as they become due and will continue to make the payments. Copies of the court order and the Debtors' request are available at: http://bankrupt.com/misc/deb18-11212-399.pdf http://bankrupt.com/misc/deb18-11212-452.pdf About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC, along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Lead Case No. 18-11212). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring advisor to the Debtors; Houlihan Lokey Capital, Inc., is the investment banker; and Donlin, Recano & Company, Inc., is the notice and claims agent. On June 11, 2018, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Bayard P.A. as legal counsel, Arent Fox LLP as co-counsel, and Zolfo Cooper, LLC, as financial advisor. ESS ARNDELL: Trustee's $2.6M Sale of Truckee Property Approved -------------------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorized Timothy W. Wilson, the Chapter 11 Trustee of Jess C. Arndell and Suzanne K. Arndell, to sell the residential real property located at 14060 South Shore Drive, Truckee, California to Kamall S. Sandhu for $2.6 million. The Escrow will close on Oct. 22, 2018, which represents the first business day following the expiration of 60 days after acceptance by the Court on Aug. 21, 2018. The Buyer will have a right of first refusal with respect to the adjoining unimproved parcel designated as 14050 South Shore Drive, Truckee, California 96161, on these terms and conditions: a. For a period of six months, commencing Oct. 20, 2018, Buyer will have the right of first refusal to purchase the adjoining unimproved parcel if Buyer is presented with a bona fide duly signed offer and acceptance from the Trustee for less than $400,000, and the Buyer will have two business days from receipt of the notification that Trustee has received a signed offer to purchase, to accept on identical terms as the duly signed written offer and acceptance. Further, the Trustee will have no obligation or duty to present any duly signed offer and acceptance for the adjoining unimproved parcel if the Trustee receives a signed purchase offer for $400,000 or more. Further, the Trustee will obtain Court approval, after notice and hearing, for any offer to purchase the adjoining unimproved parcel; and b. The Trustee will pay for a survey of the Real Property being sold, which survey will determine the extent of any encroachments for stairs and a patio area on the unimproved adjoining parcel, which the Trustee will remove at the Trustee's expense when Trustee sells the unimproved adjoining parcel, with no objections from the Buyer with respect to the Trustee removing any encroachments on the unimproved adjoining parcel. The payoff of the first priority trust deed encumbrance owing to Reverse Mortgage Solutions, Inc. will remain in the amount of $2,095,273, through the closing date of Oct. 20, 2018, notwithstanding accruing interest and attorneys' fees that exceed that payoff. The Debtor will vacate the Real Property concurrent with closing on Oct. 20, 2018, or prior to escrow closing at the Debtors' option. The real estate commission owing to Gale Etehells of Sierra Sothebys International will be an amount of 3 percent of the gross sales' price and the Buyer's agent, Engel & Volkers will receive 3 percent of the gross sales' price, pursuant to the parties' Listing Agreement, and these real estate commissions are authorized to be paid at the close of escrow. The escrow holder will pay the following through the close of escrow: 1. $2,095,273 to Reverse Mortgage Solutions, Inc. for a payoff calculated through Oct. 20, 2018; 2. $156,000 for 6% real estate commission, with $78,000 being paid to Gale Etchells of Sierra Sothebys International and $78,000 being paid to the Buyer's agent, Engel & Volkers; 3. The Debtors' homestead exemption of $175,000 and the Debtors' furniture exemption that was determined by the Debtors to be $1,800 for the Buyer's purchase of the furniture and furnishings located within the Real Property; 4. Escrow/title costs as allocated between the Buyer and the Seller, including real property taxes owing to the Nevada County Tax Collector through closing, including the Real Property taxes owing the Nevada County Tax Collector for the unimproved adjoining parcel; 5. The sum of $59,599 to Estes Law for Court ordered attorneys' fees and costs; 6. $10,993 to Oasis Palm Desert HOA, plus accruing interest on account of its recorded judgment; and 7. Any remaining net sales proceeds will be to the Trustee, and held by the Trustee until further Court order. Jess C. Arndell and Suzanne K. Arndell sought Chapter 11 protection (Bankr. D. Nev. Case No. 16-51465) on Dec. 9, 2016. The Debtors tapped Holly E. Estes, Esq., as counsel. On May 31, 2018, the Court appointed Timothy W. Nelson, CPA, as Trustee. Gale Etchells of Sierra Sothebys International was appointed as broker. FAIRMONT PARTNERS: APF Buying All Assets for $9.25M Credit Bid -------------------------------------------------------------- Fairmont Partners, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the bidding procedures in connection with the sale of substantially all assets to Access Point Financial Inc. or its affiliate for $9.25 million, subject to overbid. Pursuant to the Court's Order, the Debtor is directed to sell substantially all of its assets and provide, among other things, that (i) APF be the stalking horse bidder with an initial credit bid of $9.25 million, (ii) subsequent bids will be made of no less than $50,000 per bid, (iii) APF will have the right to credit bid. The Debtor asks to sell the Identified Assets to the highest and best bidder at an auction free and clear of all liens, claims, interests, and encumbrances. APF has submitted an initial bid, in the form of a credit bid against the obligations owed to it by Debtor, in the amount of $9.25 million. The Motion contemplates entry of an Order approving bidding procedures and, to the extent that there is more than one interested bidder, an auction process. After the auction process, the Motion contemplates that the parties would appear before the Court for a final hearing to approve the sale. The salient terms of the Bidding Procedures are: a. Bid Deadline: Any third party (other than APF) that is interested in acquiring the Identified Assets must submit an "Initial Overbid" in conformance with the Bid Procedures by not later than 5:00 p.m. local time in Huntsville, Alabama upon such date as will be determine by the Court. b. Initial Bid: An amount equal to or greater than the sum of (a) the consideration payable by APF under the Credit Bid, plus (b) cash in an amount equal to $50,000; (2) not be subject to any (a) financing contingency, (b) contingency relating to the completion of unperformed due diligence, (c) contingency relating to the approval of the overbidder's board of directors or other internal approvals or consents, or (d) any conditions precedent to the overbidder's obligation to purchase the Identified Assets; and (3) provide that the overbidder will purchase all or substantially all of the Identified Assets; c. Deposit: $250,000 d. Auction: The Debtor will conduct an Auction with respect to the sale of the Identified Assets upon such date as will be determine by the Court at the offices of Maples Law Firm, PC, 200 Clinton Avenue West, Suite 1000, Huntsville, Alabama 35801. e. Bid Increments: $50,000 f. Sale Hearing: The Sale Hearing will be conducted upon such date as will be determine by the Court. A schedule of executory contracts and leases that APF intends to purchase along with a list of applicable cure amounts is described in Exhibit A. The Debtor asks that any counterparty to an Executory Contract that objects to the Sale or the amount of the Cure Amounts must file an objection upon such date as will be determine by the Court, setting forth the basis for its objection. Finally, the Debtor asks the Court to waive the 14-day stay provided for by Bankruptcy Rules 6004(h) and 6006(d). The sale proposed by the Debtor is in the best interests of the estate and the creditors because it provides for a much larger amount of guaranteed money than simply liquidating the assets would produce. About Fairmont Partners Fairmont Partners, LLC, is a privately held company in Sheffield, Alabama operating in the hotel and lodging industry. Fairmont Partners filed for bankruptcy protection (Banrk. N.D. Ala. Case No. 18-82014) on July 10, 2018. In the petition signed by Willis Pumphrey, Jr., managing member, the Debtor estimated up to $50,000 in total assets and $10 million to $50 million in total liabilities. The Hon. Clifton R. Jessup presides over the case. Maples Law Firm, PC, is the Debtor's counsel. FLORIDA PAVEMENT: Taps Equity Partners as Business Broker --------------------------------------------------------- Florida Pavement Coatings, Inc., and South Florida Pavement Coatings, Inc., seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a broker. The Debtors propose to employ Equity Partners HG LLC in connection with the potential sale of substantially all of their assets. The firm will conduct an open 60-day marketing process that will culminate in an auction. Under its agreements with the Debtors, Equity Partners' fee will be determined as provided in Section 6 of each of the agreements: (a) In the case of an equity investment or sale of assets with respect to any offers received under the terms of this Agreement, paid in cash at the time any equity investment or sale of assets is closed and funded, and the fee for its services shall be an amount calculated as follows (subject to the combined minimum fee requirement): 7% of the first $3 million of gross value, and 5% of any gross value in excess of $3 million; or (b) In the case of a joint venture or merger, upon consummation, the fee for its services shall be an amount calculated under section 6(a) of the agreement subject to the combined minimum fee requirement provided for in section 6(h); or (c) Equity Partners shall be entitled to receive a fee under this Agreement in the event that, during the term of this Agreement or within 12 months after its expiration or earlier termination, (i) a "prospect" closes a transaction, or (ii) a prospect purchases the claim of the Debtors' lender, in which event the fee due to Equity Partners shall be calculated in accordance with section 6(a) and be payable in cash at the time of the closing of the lender claim purchase, or (iii) following a foreclosure by the lender, the lender sells the assets to a prospect, in which event the fee due to Equity Partners shall be calculated in accordance with Section 6(a) of this Agreement and be payable in cash at the time of the closing of the lender sale; (d) The fee to Equity Partners shall be paid in cash at settlement, and such payment shall be a condition of the closing of any transaction, lender claim purchase or a lender sale. (e) In the event of the closing of a transaction with the franchisor SealMaster/Infrasys, Inc. or its designee, Equity Partners' fee shall be calculated as follows: (i) In the event that the franchisor is the court-approved "stalking horse" bidder, to the extent that the purchase price for said transaction is in the amount of the franchisor's court-approved stalking horse bid in the bankruptcy case, Equity Partners' fee shall be in amount calculated under Section 6(a) of this Agreement and then reduced by one-third), subject to the combined minimum fee requirement provided for in Section 6(h); and (ii) In the event that the purchase price is more in amount than the court-approved stalking horse bid in the bankruptcy case, whether or not the franchisor was the court-approved stalking horse bidder, (a) the portion of Equity Partners' fee attributable to the portion of the purchase price equal to the court-approved stalking horse bid shall be in amount calculated under section 6(a) of this Agreement and then reduced in amount by one-third, and (b) the portion of Equity Partners' fee attributable to the portion of the purchase price which is equal to the difference in amount between the stalking horse bid and the purchase price at such a sale, taking into account the portion of its fee to which Equity Partners is entitled, shall be in an amount calculated under Section 6(a) of this Agreement. However, Equity Partners' fee shall be subject to the combined minimum fee requirement provided for in section 6(h) of the agreement. (f) In the event of the closing of a transaction with the "stalking horse purchaser," Equity Partners' fee shall be calculated as follows: (i) To the extent that the purchase price for said transaction is in the amount of the stalking horse purchaser's court-approved "stalking horse" bid in the bankruptcy case, Equity Partners' fee shall be in amount calculated under section 6(a) of this Agreement and then reduced by one-third, subject to the combined minimum fee requirement provided for in section 6(h); (ii) In the event that the purchase price is more in amount than the court-approved stalking horse bid in the bankruptcy case, (a) the portion of Equity Partners' fee attributable to the portion of the purchase price equal to the court-approved "stalking horse" bid shall be in amount calculated under section 6(a) of this Agreement and then reduced in amount by one-third, and (b) the portion of Equity Partners' fee attributable to the portion of the purchase price which is equal to the difference in amount between the "stalking horse" bid and the purchase price at such a sale, taking into account the portion of its fee to which Equity Partners is entitled, shall be in an amount calculated under section 6(a) of this Agreement. However, Equity Partners' fee shall be subject to the combined minimum fee requirement provided for in section 6(h); and (iii) In the event a party other than the stalking horse purchaser becomes the court-approved stalking horse bidder, the discounts to Equity Partners' fee in section 6(f) shall not apply, and Equity Partners' fee shall be in an amount calculated under section 6(a) of this Agreement. (g) Equity Partners shall not be entitled to a fee under this Agreement if the Debtors confirm a plan which does not involve a transaction. (h) Unless section 5(i) applies in both a transaction under this Agreement and a transaction under the SFPC's agreement, the total combined fee which Equity Partners shall earn in connection with the closing of both a transaction under this Agreement and a SFPC transaction shall be not less than $125,000 (which is the combined minimum fee requirement). If a SFPC transaction closes before a transaction under this Agreement, and Equity Partners' fee under the SFPC transaction is less than $125,000, then Equity Partners' minimum fee under a subsequent transaction under this Agreement shall be not less than $125,000, minus Equity Partners' fee received in the SFPC transaction. Matthew LoCascio, managing director of Equity Partners, 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. Equity Partners can be reached through: Matthew LoCascio Equity Partners HG LLC 16 N. Washington St., Suite 102 Easton, MD 21601 Phone: (866) 969-1115 E-mail: MLoCascio@EquityPartnersHG.com 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. 18-06062) 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. FMTB BH: Debtor Has Until Dec. 19 to Exclusively File Plan ---------------------------------------------------------- The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York has extended, at the behest of FMTB BH LLC, the time within which the Debtor has the exclusive right to file a plan of reorganization and to solicit acceptances with respect thereto for 120 days through and including Dec. 19, 2018 and Feb. 19, 2019, respectively. As reported by the Troubled Company Reporter on Aug. 28, 2018, the Debtor has been in bankruptcy for only four months. Upon the filing of the Debtor's case, the Debtor immediately commenced an adversary proceeding against 1988 Morris Avenue LLC, 1974 Morris Avenue LLC, 700 Beck Street LLC, 1143 Forest Avenue LLC, and 1821 Topping Avenue LLC, for among other things, specific performance to compel the Sellers to close on the sale of the Properties pursuant to each respective contract for sale. The Sellers filed a motion to dismiss the adversary proceeding, which was ultimately denied by the Court. As a result, the adversary proceeding is still pending and until it is resolved, either by settlement or through litigation, the Debtor is unable to negotiate with its creditors or formulate a plan as the contracts are currently the Debtor's principal assets. A copy of the court order is available at: http://bankrupt.com/misc/nyeb18-42228-30.pdf About FMTB BH LLC FMTB BH LLC is a company currently under contract to purchase five separate real properties located at 1821 Topping Avenue, Bronx New York, which is owned by 1821 Topping Avenue LLC; 1974 Morris Avenue, Bronx, New York, which is owned by 1974 Morris Avenue LLC; 1988 Morris Avenue, Bronx, New York, which is owned by 1988 Morris Avenue LLC; 770 Beck Street, Bronx, New York, which is owned by 700 Beck Street LLC; and 1143 Forest Avenue, Bronx, New York, which is owned by 1143 Forest Avenue LLC. The five properties have a combined purchase price of $3.10 million. The Debtor's filing was precipitated by its need to close on the contracts of sale for the properties or risk losing its $845,000 deposit, in addition to paying back its creditors, which it cannot do without closing on the properties. FMTB BH sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42228) on April 23, 2018. In the petition signed by Martin Ehrenfeld, managing member, the Debtor disclosed $3.94 million in assets and $1.23 million in liabilities. Judge Carla E. Craig presides over the case. GEN-KAL PIPE: Hearing on Disclosure Statement Set for Oct. 25 ------------------------------------------------------------- Bankruptcy Judge Andrew B. Altenburg, Jr. will convene a hearing on Oct. 25, 2018 at 10:00 a.m. to consider the adequacy of Gen-Kal Pipe & Steel Corp.'s disclosure statement referring to its proposed chapter 11 plan. Written objections to the adequacy of the Disclosure Statement must be filed and served no later than 14 days prior to the hearing. About Gen-Kal Pipe & Steel Corp. Founded in 1994, Gen-Kal Pipe & Steel Corp. markets metal products. Gen-Kal Pipe & Steel previously filed for Chapter 11 protection (Bankr. D.N.J. Case No. 17-31527) on Oct. 24, 2017. Gen-Kal Pipe & Steel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10376) on Jan. 8, 2018. In the petition signed by President Eugene Kalsky, the Debtor estimated assets and liabilities of less than $1 million. The Debtor hired the Law Offices of Lee M. Perlman as legal counsel; Klein Law Group, PLLC, and Cullen & Co., PLLC, as special counsel. GMD SERVICES: Has Until Jan. 2 to File Chapter 11 Plan ------------------------------------------------------ The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas has extended until Jan. 2, 2019, the time for GMD Services, LLC, to file Chapter 11 plan and disclosure statement. As reported by the Troubled Company Reporter on Sept. 4, 2018, the Debtor asked for the extension, saying that it is still in the process of negotiating with creditors and formulating the terms of the plan. In order to formulate a plan, the Debtor needs to know the various positions of the creditors. Accordingly, the Debtor asked for the extension to allow time for the tax returns to be finalized and filed. A copy of the court order is available at: http://bankrupt.com/misc/ksb18-20374-77.pdf About GMD Services GMD Services, LLC, is a fiber and utility installer with a location at 17140 US 169 Highway, Olathe, KS. GMD Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 18-20374) on March 6, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1,000,000 to $10 million. Judge Robert D. Berger presides over the case. Colin N. Gotham of Evans & Mullinix, P.A., is the Debtor's counsel. JHC Accounting is the accountant. GOLF CARS: Oct. 31 Plan Confirmation Hearing Set ------------------------------------------------ Bankruptcy Judge Robert Jones issued an order conditionally approving Golf Cars of West Texas, LLC's amended disclosure statement dated Sept. 14, 2018. The Court has set the following critical deadlines: 1. Confirmation Hearing: Oct. 31, 2018 at 1:30 p.m. at the U.S. Courthouse located at 341 Pine Street, Room 2201, Abilene, Texas, 79604. 2. Deadline to Object to Confirmation of Plan: Oct. 22, 2018 3. Deadline for Ballot to be received by Debtor's attorney: Oct. 22, 2018 The Troubled Company Reporter previously reported that the monthly payment for unsecured creditors under the amended plan has been raised to $552.67. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-10312-11-107.pdf About Golf Cars of West Texas Golf Cars of West Texas, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-10312) on Dec. 4, 2017. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Robert L. Jones presides over the case. Tarbox Law P.C. is the Debtor's legal counsel. HCB ENTERPRISES: Nov. 6 Plan and Disclosure Statement Hearing ------------------------------------------------------------- Bankruptcy Judge Laurel E. Babero conditionally approved HCB Enterprises LLC's disclosure statement for its chapter 11 plan of reorganization dated Sept. 19, 2018. On Nov. 6, 2018 at 9:30 a.m. is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. Oct. 23, 2018 is fixed as the last day for filing written acceptances or rejections of the plan and the last day for filing written objections to the plan. All ballots for the acceptance or rejection of Debtor's Plan of Reorganization must be filed and served on or before Oct. 23, 2018. About HCB Enterprises Based in Las Vegas, Nevada, HCB Enterprises LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 18-15551) on Sept. 17, 2018, with estimated assets and liabilities at $500,001 to $1 million. The petition was filed by Shaun Martin, the Debtor's manager. HERITAGE HOME: Oct. 18 Auction of All IP and Related Assets Set --------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of Heritage Home Group, LLC and affiliates in connection with the sale of their intellectual property and other assets related to their business of designing, manufacturing, sourcing, licensing, and selling home furnishings under the Broyhill, Thomasville, Drexel, Drexel Heritage, and Henredon brands ("Non-Luxury Group"), to HHG IPCo., LLC for (a) $22 million plus, (b) one-half of the Due Diligence Fee minus, (c) the Excluded Asset Adjustment Amount, if any minus (d) the Estimated Prepaid Royalty Amount, if any, plus (ii) the assumption of Assumed Liabilities, subject to overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 12, 2018 at 5:00 p.m. (ET) b. Minimum Bid: 1. Minimum Bids for the IP Assets i. Bid that includes the IP Assets (Broyhill IP and Thomasville IP): (1) $22,125,000 (the Base Amount plus one-half of the DueDiligence Fee); plus (2) an assumption of the Assumed Liabilities set forth in the Stalking Horse APA on terms no less favorable to the Debtors than the Stalking Horse APA, and/or the dollar value of any such liabilities that are not "Assumed Liabilities" in such Bid, each as determined in the Debtors' business judgment, in consultation with the Agent and the Committee; plus (3) $880,000, the maximum dollar value of the Bid Protections; plus (4) a minimum bid increment of $500,000. ii. Bid that includes the Broyhill IP (but not the Thomasville IP): (1) $5 million (the Excluded Asset Adjustment Amount); plus (2) an assumption of the Assumed Liabilities relating to the Broyhill IP as set forth in the Stalking Horse APA on terms no less favorable to the Debtors than the Stalking Horse APA, and/or the dollar value of any such liabilities that are not "Assumed Liabilities" in such Bid, each as determined in the Debtors' business judgment, in consultation with the Agent and the Committee; plus (3) $150,000, the Partial Break-Up Fee; plus (4) a minimum bid increment of $250,000. iii. Bid that includes the Thomasville IP (but not the Broyhill IP): (1) $17,125,000 (the Base Amount plus one-half of the Due Diligence Fee less the Excluded Asset Adjustment Amount); plus (2) an assumption of the Assumed Liabilities relating to the Thomasville IP as set forth in the Stalking Horse APA on terms no less favorable to the Debtors than the Stalking Horse APA, and/or the dollar value of any such liabilities that are not "Assumed Liabilities" in such Bid, each as determined in the Debtors' business judgment, in consultation with the Agent and the Committee; plus (3) $730,000, the maximum dollar value of the Bid Protections less the Partial Break-Up Fee; plus (4) a minimum bid increment of $250,000. 2. Minimum Bids for the Non-IP Assets: The aggregate consideration proposed by a Bid for the Non-IP Assets, in whole or in part, must equal or exceed the sum of the following Minimum Bid; provided that, in determining the value of the Bid, the Debtors will not be limited to evaluating the dollar amount of the Bid, but also may consider factors including the proposed revisions to the Stalking Horse APA or similar form purchase agreement which may be provided by the Debtors and other factors affecting the speed, certainty, and value of the proposed transactions: (i) an assumption of Assumed Liabilities relating to the Non-IP Assets, e.g., employee and related post-petition liabilities (which are encouraged), as valued in the Debtors' business judgment, in consultation with the Agent and the Committee; plus (ii) If IP Assets are included, such Bid must meet the requirements where applicable; or (iii) If IP Assets are not included, the Debtors reserve the right, in consultation with the Agent and the Committee, to establish and communicate a reserve price for the Non-IP Assets based on the value realizable from liquidation or other disposition, other Bids received, or other relevant methodologies. c. Deposit: With its Bid, each Potential Bidder must submit a cash deposit in the amount equal to the greater of (i) 7.5% of the aggregate cash and non-cash Purchase Price set forth in the Bid6 and (ii) $100,000 to be held in an interest-bearing escrow account to be identified and established by the Debtors. The initial Overbid, if any, will provide for total consideration to the Debtors with a value that exceeds the value of the consideration provided for by the Baseline Bid by an incremental amount that is not less than the sum of $500,000, if for all of the IP Assets, otherwise $250,000. d. Auction: 10:00 a.m. (ET) on Oct. 18, 2018, if needed, at the offices of Young Conaway Stargatt & Taylor, LLP, 1000 N. King Street, Wilmington, Delaware 19801 (or such other place and time as the Debtors timely communicate to all entities entitled to attend the Auction) e. Bid Increments: $250,000 f. Sale Hearing: 10:00 a.m. (ET) on Oct. 23, 2018 g. Bid Protection: The Bid Protections are comprised of the following: (i) a Partial Break-up Fee, in the amount of $150,000; (ii) a Break-up Fee, in the amount of $660,000 provided, however, if the Broyhill IP is an Excluded Asset, the Break-Up Fee will be reduced by an amount equal to the Partial Break-Up Fee; and (iii) an Expense Reimbursement, in an amount up to $220,000. The Bid Protections will be an allowed administrative expense claim in accordance with the terms of the Stalking Horse APA and pursuant to the Bidding Procedures Order. h. Deadline for the Debtors to serve the Sale Notice: 3 business days after entry of the Bidding Procedures Order i. Sale Objection Deadline: 4:00 p.m. (ET) on Oct. 16, 2018 j. Auction Objection Deadline: 4:00 p.m. (ET) on Oct. 22, 2018 Notwithstanding anything in the Bidding Procedures to the contrary, any counterparty to an unexpired lease of non-residential real property proposed to be sold or transferred at the Auction may credit bid all or a portion of the applicable undisputed cure amount, and will be deemed a Qualified Bidder. The Debtors are authorized to enter into the Asset Purchase Agreement, subject to higher or otherwise better offers at the Auction. Three business days after entry of the Bidding Procedures Order, the Debtors will cause the Sale Notice to the Notice Parties and all known creditors of the Debtors. Within the earlier of (i) five business hours after conclusion of the Auction and (ii) noon the next business day after the conclusion of the Auction, the Debtors will file the Sale Related Documents. The Assumption and Assignment Procedures regarding the assumption and assigmnent of the executory contracts and unexpired leases proposed to be assumed by the Debtors and assigned to the Stalking Horse Bidder (or other Successful Bidder, following the Auction, if any) are approved to the extent set forth in the Order. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or otherwise, the Court orders that the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable upon its entry. A copy of the APA and the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Heritage_Home_322_Order.pdf About Heritage Home Group LLC Heritage Home Group LLC -- http://www.heritagehome.com/-- designs, manufactures, sources and retails home furnishings. The company markets its products through a wide range of channels, including its own Thomasville retail stores and through interior designers, multi-line or independent retailers and mass merchant stores. It was formed by an affiliate of KPS Capital Partners, LP in November 2013 to acquire the brand portfolio and certain related assets of Furniture Brands International, Inc. Heritage Home Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-11736 to 18-11740) on July 29, 2018. In the petitions signed by Robert D. Albergotti, chief restructuring officer, Heritage Home Group disclosed that it had estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their legal counsel; Houlihan Lokey Capital, Inc. as their investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. On July 31, 2018, the Court authorized the joint administration of the Debtors' chapter 11 cases. On Aug. 31, 2018, the Court appointed Kurtzman Carson Consultants, LLC, as the Debtors' administrative advisor. HILLMAN GROUP: $530MM Bank Debt Trades at 2% Off ------------------------------------------------ Participations in a syndicated loan under which Hillman Group is a borrower traded in the secondary market at 98.00 cents-on-the-dollar during the week ended Friday, September 14, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.48 percentage points from the previous week. Hillman Group pays 350 basis points above LIBOR to borrow under the $530 million facility. The bank loan matures on June 13, 2025. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 14. HOOPER HOLMES: Taps CBIZ MHM to Provide Tax Services ---------------------------------------------------- Hooper Holmes, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire CBIZ MHM, LLC. The firm will provide accounting services to the company and its affiliates during the pendency of their Chapter 11 cases. Specifically, CBIZ will assist the Debtors in the preparation of their 2017 state and federal income tax returns. The firm will charge these hourly rates: Directors/Managing Directors $375 - $500 Managers/Senior Managers $225 - $315 Senior Associates/Staff $140 - $200 Jay Power, managing director of CBIZ, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jay Power CBIZ MHM, LLC 700 West 47th Street, Suite 1100 Kansas City, MO 64112 Phone: 816-945-5131 / 816-945-5500 Email: jpower@cbiz.com About Hooper Holmes Headquartered in Olathe, Kansas, Hooper Holmes, Inc., provides comprehensive health and well-being programs offered through organizations' sponsorship. Hooper Holmes, founded in 1899, is a publicly-traded New York corporation (OTXQX: HPHW). In 2015, Hooper Holmes acquired substantially all of the assets of Accountable Health Solutions, Inc. In 2017, Hooper Holmes merged with Provant Health Solutions, LLC. Hooper Holmes, Inc., and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23302) on Aug. 27, 2018. Hooper Holmes reported total assets of $30,232,000 and total debt of $46,839,000 as of June 30, 2018. The Hon. Robert D. Drain is the case judge. Foley & Lardner LLP, led by Richard J. Bernard, John P. Melko, Jill Nicholson, and Geoff Goodman, serves as counsel to the Debtors. The Debtors also tapped Halperin Battaglia Benzija, LLP, as their conflicts counsel; Spencer Fane LLP as securities counsel; Phoenix Management Services as financial advisor; Raymond James & Associates, Inc., as investment banker; and Epiq Corporate Restructuring, LLC, as claims agent. On Sept. 6, 2018, an official committee of unsecured creditors was appointed in the Debtors' cases. The committee tapped Brown Rudnick LLP as its legal counsel. HOUGHTON MIFFLIN: Bank Debt Trades at 6% Off -------------------------------------------- Participations in a syndicated loan under which Houghton Mifflin Harcourt Publishers Inc. is a borrower traded in the secondary market at 94.08 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.98 percentage points from the previous week. Houghton Mifflin pays 300 basis points above LIBOR to borrow under the $800 million facility. The bank loan matures on May 29, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. HOUTEX BUILDERS: Dec. 7 Auction of Houston Properties Set --------------------------------------------------------- Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Southern District of Texas authorized the bidding procedures of 2203 Looscan, LLC and 415 Shadywood, LLC, in connection with the sale of (i) 415 Shadywood's real property located at 415 Shadywood Rd., Houston, Texas to 415 Smith-Shadywood L.P. for $3.35 million; and (ii) 2203 Looscan's real property located at 2203 Looscan Ln., Houston, Texas, to 2203 Smith-Looscan L.P. for $2.8 million, both subject to overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 3, 2018 b. Initial Bid: A Purchase Price in the Alternate Contract of no less than $3.5 million c. Deposit: $35,500 d. Auction: Dec. 7, 2018 at 10:00 a.m. (CT) at the offices of the Debtors' counsel: 909 Fannin, Suite 3700, Houston, Texas 77010 e. Bid Increments: $10,000 f. Bid Protection Fee: i. In the event that Looscan closes a sale with another Qualified Bidder pursuant to an Alternative Contract, then the Looscan Stalking Horse Bidder will be entitled to a break-up fee in the amount of $84,000 from the sale proceeds, plus expense reimbursement in the amount of up to $25,000 for documented out-of-pocket expenses incurred by the Looscan Stalking Horse Bidder in connection with the sale process; provided that the Looscan Stalking Horse Bidder must submit the evidence of the expense reimbursement to Looscan no later than five business days prior to the Looscan Sale Hearing. ii. In the event that Shadywood closes a sale with another Qualified Bidder pursuant to an Alternative Contract, then the Shadywood Stalking Horse Bidder will be entitled to a break-up fee in the amount of $105,000 from the sale proceeds, plus expense reimbursement in the amount of up to $25,000 for documented out~of-pocket expenses incurred by the Shadywood Stalking Horse Bidder in connection with the sale process; provided that the Shadywood Stalking Horse Bidder must submit the evidence of the expense reimbursement to Shadywood no later than five business days prior to the Shadywood Sale Hearing. g. Sale Hearing: Dec. 17, 2018 at 9:30 a.m. h. General Objection Deadline: Dec. 10, 2018 at 5:00 p.m. Any stay of the Order, whether arising from Rules 6004 and/or 6006 of the Federal Rules of Bankruptcy Procedure or otherwise, is expressly waived and the terms and conditions of this Order will be effective and enforceable immediately upon its entry. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/HouTex_Builders_71_Order.pdf About HouTex Builders Located at 17 Courtlandt Place, Houston, Texas 77006, HouTex Builders, LLC, and affiliates 415 Shadywood, LLC and 2203 Looscan Lane, LLC are privately held companies engaged in activities related to real estate. 2203 Looscan, LLC and 415 Shadywood, LLC, are special purpose entities established for the purpose of constructing new houses. 2203 Looscan, LLC and 415 Shadywood, LLC are each owned 100% by Charles C. Foster and Lily Foster. HouTex Builders, LLC, 415 Shadywood, LLC, and 2203 Looscan Lane, LLC sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 18-34658-60, respectively) on Aug. 23, 2018. Judge Jeffrey P Norman is assigned to Case No. 18-34658, Judge David R. Jones is assigned to Case No. 18-34659, and Judge Eduardo V. Rodriguez is assigned to Case No. 18-34660. The Debtors each estimated assets and liabilities in the range of $1 million to $10 million and in the range of $1 million to $10 million. The Debtors tapped Charles M. Rubio, Esq., at Diamond McCarthy, LLP as counsel. The petitions were signed by Charles C. Foster, manager. HOUTEX BUILDERS: Dufresnes Buying The Woodlands Property for $2.75M ------------------------------------------------------------------- HouTex Builders, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of the real property known as 3 Thornblade Circle, The Woodlands, Texas to Mark D. Dufresne and Caroline Dufresne for $2.75 million. Objections, if any, must be filed within 21 days from the date of service of Motion. Prior to the Petition Date, the Debtor executed certain promissory notes made payable to Spirit of Texas Bank, ssb. On July 3, 2014, the Debtor and the Prepetition Lender entered into a Real Estate Balloon Promissory Note whereby, inter alia, the Prepetition Lender made a loan to the Debtor in the original principal amount of $2,605,250. As of the Petition Date, the outstanding principal amount due under the Construction Loan was not less than an amount equal to approximately $2,153,822. The indebtedness evidenced by the Construction Loan Agreement is secured by a certain first-priority Construction Deed of Trust, Security Agreement and Financing Statement (as amended), executed by the Debtor for the benefit of the Prepetition Lender. The Deed of Trust encumbers the Property. The Prepetition Lender perfected its security interest in the Property by filing a Deed of Trust on July 7, 2014 (County Clerk File No. 20140295338). Pursuant to the terms of the Deed of Trust, any additional lending from the Prepetition Lender to the Debtor is secured by the Deed of Trust. On Oct. 21, 2015, the Debtor and the Prepetition Lender entered into the Business Loan Agreement whereby, inter alia, the Prepetition Lender made a loan to the Debtor in the original principal amount of $500,000. The Business Loan is evidenced by a Promissory Note made by the Debtor and payable to the Prepetition Lender in the original principal amount of $500,000. As of the Petition Date, the outstanding principal amount due under the 2014 Promissory Note was not less than an amount equal to approximately $481,272. The Prepetition Lender has made additional loans to the Debtor that are also secured by the Deed of Trust lien. In an effort to market the house to potential buyers, the Debtor engaged the professional real estate brokerage services of Aaron Harris of RE/MAX Carlton Woods. On July 11, 2018, the Debtor and Mr. Harris entered into a formal Residential Real Estate Listing Agreement in connection with the listing and marketing of the Property. Pursuant to the Listing Agreement, Mr. Harris was appointed as the Debtor's sole and exclusive real estate agent and was granted the exclusive right to sell the Property. In connection with the marketing efforts under the Listing Agreement, Mr. Harris held numerous open houses to solicit interest in the Property from potential buyers. He also engaged in marketing efforts and in online marketing for Property on the Debtor's behalf. On July 12, 2018, the Debtor executed the Earnest Money Contract with Mark D. Dufresne and Caroline Dufresne for the purchase of the Property. The Debtor asks to have the Bankruptcy Court approve the Earnest Money Contract and authorize it to consummate the sale contemplated. The sale will be free and clear of Claims and Interests. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/HouTex_Builders_44_Sales.pdf The Debtor submits that the net proceeds from the Sale should be indefeasibly paid to the Prepetition Lender. This condition to the Sale is necessary to provide adequate protection of the Prepetition Lender's interest in the Property as evidenced by its valid, perfected, enforceable, and unavoidable first-priority Deed of Trust. Because the Prepetition Lender is has an undisputed valid, perfected, enforceable and unavoidable first-priority lien on the Property, the net proceeds from the Sale should be distributed to the Prepetition Lender upon consummation of the Sale. The Debtor asks the Court to waive the 14-day stay period under Fed. R. Bankr. P. 6004(h). About HouTex Builders Located at 17 Courtlandt Place, Houston, Texas 77006, HouTex Builders, LLC, and affiliates 415 Shadywood, LLC and 2203 Looscan Lane, LLC are privately held companies engaged in activities related to real estate. 2203 Looscan, LLC and 415 Shadywood, LLC are special purpose entities established for the purpose of constructing new houses. 2203 Looscan, LLC and 415 Shadywood, LLC are each owned 100% by Charles C. Foster and Lily Foster. HouTex Builders, LLC, 415 Shadywood, LLC, and 2203 Looscan Lane, LLC sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 18-34658-60, respectively) on Aug. 23, 2018. Judge Jeffrey P Norman is assigned to Case No. 18-34658, Judge David R. Jones is assigned to Case No. 18-34659, and Judge Eduardo V. Rodriguez is assigned to Case No. 18-34660. In the petitions signed by Charles C. Foster, manager, the Debtors each estimated assets and liabilities in the range of $1 million to $10 million and in the range of $1 million to $10 million. The Debtors tapped Charles M. Rubio, Esq., at Diamond McCarthy, LLP as counsel. HUDSON'S BAY: Bank Debt Trades at 3% Off ---------------------------------------- Participations in a syndicated loan under which Hudson's Bay Co is a borrower traded in the secondary market at 97.25 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.20 percentage points from the previous week. Hudson's Bay pays 325 basis points above LIBOR to borrow under the $500 million facility. The bank loan matures on September 30, 2022. Moody's rates the loan 'B3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. HUSKY INJECTION: Bank Debt Trades at 3% Off ------------------------------------------- Participations in a syndicated loan under which Husky Injection Moldings is a borrower traded in the secondary market at 96.69 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.55 percentage points from the previous week. Husky Injection pays 300 basis points above LIBOR to borrow under the $2.1 billion facility. The bank loan matures on March 15, 2025. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. I-17 PROPERTIES: To Pay J. Weltsch $500 Monthly Plus 3.5% Interest ------------------------------------------------------------------ I-17 Properties NNY, LLC, filed a disclosure statement in support of its proposed chapter 11 plan. Class 4 consists of one unsecured creditor -- Julian Weltsch -- with a claim of $200,000. The Debtor will pay Weltsch $500 per month beginning 15 days after the date of confirmation and continuing on the same day of each month thereafter for 48 months. Interest will be paid from the confirmation date of 3.5%. This Class is impaired by the Plan. Under the Plan, the Owners will retain full ownership of the Debtor. From personal funds, the Owners will contribute on a monthly basis the sums necessary to assist the Debtor in satisfying Plan payment requirements. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb2-18-07133-43.pdf About I-17 Properties NNY LLC I-17 Properties NNY, LLC is the 100% owner of a real property located at 10004 North 26th Drive, Phoenix, Arizona, valued by the company at $1.80 million. It filed as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). I-17 Properties NNY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-07133) on June 19, 2018. In the petition signed by Gregory A. Weltsch, manager, the Debtor disclosed $1.93 million in assets and $2.41 million in liabilities. Judge Paul Sala presides over the case. INTERTAPE POLYMER: Moody's Assigns Ba3 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned ratings to Intertape Polymer Group Inc. , consisting of a Ba3 corporate family rating , Ba3-PD probability of default rating, B2 rating to its proposed $250 million senior unsecured notes, and SGL-3 speculative grade liquidity rating. The ratings outlook is stable. IPG is currently in the debt market to issue $250 million of senior unsecured notes. Net proceeds will be used to repay a portion of the borrowings outstanding under the company's credit facility. Ratings Assigned: Corporate Family Rating, Ba3 Probability of Default Rating, Ba3-PD $250 million senior unsecured notes due 2026, B2 (LGD5) Speculative Grade Liquidity, SGL-3 Outlook: Assigned as Stable RATINGS RATIONALE IPG's Ba3 CFR benefits from: (1) a strong position in the North American tape market with a broad complementary product offering that includes paper and film based tapes and protective packaging; (2) good credit metrics and in particular Moody's expectation that leverage (adjusted Debt/EBITDA) will be sustained below 3.5x in the next 12 to 18 months (was 3.4x at LTM Q2/2018, pro forma for the Polyair Inter Pack Inc. acquisition that closed on August 3, 2018); (3) good operating platform with expectations of productivity improvements through cost reduction programs, including capacity expansion into low cost countries; and (4) demonstrated ability to continuously introduce new products. The company's rating is constrained by: (1) its small scale relative to industry peers; (2) exposure to raw material cost increases with limited ability to pass them on to customers on a timely basis; (3) commoditized product offerings with no discernable differentiation from those of peers; and (4) execution risk with its acquisition growth strategy, which will elevate leverage periodically. The proposed notes are senior unsecured obligations of IPG and are rated B2, two notches below the CFR to reflect their junior position relative to the secured $400 million revolver (not rated) and $200 million term loan (not rated). IPG has adequate liquidity (SGL-3). Sources exceed $310 million compared to uses of about $40 million in the next four quarters tied to consumptive free cash flow and term loan amortization. IPG's liquidity is supported by cash of $14 million at Q2/2018 and Moody's expectation that the company will maintain around $300 million of availability under its $400 million revolver (due in June 2023) in the next four quarters. Moody's expects that about $30 million of free cash flow will be consumed in the next four quarters due to capital expenditures on strategic projects while mandatory term loan amortization will be $10 million in this timeframe. IPG's revolver is subject to leverage and coverage covenants and Moody's expects cushion of at least 10% through the next four quarters. IPG has limited ability to generate liquidity from asset sales. The stable outlook reflects Moody's expectation that IPG will maintain or improve its market position in tape production and will sustain good credit metrics while it continues to seek acquisitions to support future growth. A ratings upgrade will require the company to improve its liquidity profile by generating consistent positive free cash flow, and profitably enhance its scale while sustaining adjusted Debt/EBITDA below 3x (pro forma 3.4x) and EBITDA/Interest above 6x (pro forma 5.4x). A ratings downgrade could occur if the company sustains adjusted Debt/EBITDA above 4.5x (pro forma 3.4x) and EBITDA/Interest below 4x (pro forma 5.4x), possibly caused by operational challenges that lead to a deterioration in profitability or by an acquisition. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. Intertape Polymer Group Inc, headquartered in Montreal, Quebec and Sarasota, Florida, manufactures and sells a variety of paper and film based pressure-sensitive and water-activated tapes, polyethylene and specialized polyolefin films, protective packaging, woven coated fabrics and complementary packaging systems for industrial and retail use. IPG's revenue for the last twelve months ending June 30, 2018 was $967 million. IQOR US: Bank Debt Trades at 9% Off ----------------------------------- Participations in a syndicated loan under which iQor US Incorporated is a borrower traded in the secondary market at 90.83 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 4.26 percentage points from the previous week. iQor US pays 500 basis points above LIBOR to borrow under the $630 million facility. The bank loan matures on February 20, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. IRB HOLDING: S&P Puts 'B' Issuer Credit Rating on Watch Negative ---------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Atlanta-based IRB Holding Corp. on CreditWatch with negative implications. The CreditWatch negative placement follows the announcement by Inspire Brands, IRB's parent company, that it will acquire Sonic Corp. at a valuation of approximately $2.3 billion. S&P believes that the transaction will likely lead IRB to take on additional debt, which will meaningfully increase its leverage over the next 12-24 months, while adding a large franchised quick service offering to the portfolio. Depending on whether there is any equity involved, adjusted leverage could increase by more than 1.5x. S&P said, "We believe that the transaction could meaningfully increase IRB's leverage. Therefore, we are placing all of our ratings on IRB, including our 'B' issuer credit rating, on CreditWatch with negative implications. "We expect to resolve the CreditWatch negative placement after evaluating the business and financial impact of the transaction, the financing details, management's financial policies, and the combined capital structure of the business as soon as such information becomes available. We could lower our rating on IRB if it decides to materially increase its balance-sheet debt to fund the transaction and we believe that its leverage will remain meaningfully higher than previously forecast. Our view of the competitive standing and profitability of the larger company will also be a factor in the resolution of the CreditWatch. We plan to provide an update once further details on the financing structure for the transaction are available." J & M SALES: Oct. 26 Auction of Closing Stores Set -------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized the Agency Agreement and bidding procedures of J & M Sales, Inc., and its affiliated debtors in connection with their store closing sales. The Debtors are authorized to perform under the Agency Agreement, including payment of the Bidding Protections, and the Transaction with the Stalking Horse, the Bidding Procedures, Auction Notice, and setting of the time, date and place of Sale Hearing, are approved, and will apply with respect to the proposed Transaction. The Debtors and Stalking Horse are authorized to take any and all actions necessary or appropriate to implement the Agency Agreement and each of the transactions contemplated thereby, including, without limitation, issuing the Put Notice to the Stalking Horse. The Bidding Procedures are approved, provided however, that the Debtors are authorized to modify the dates and deadlines set forth in the Bid Procedures as provided in the Limited Waiver and Second Amendment to Debtor-In-Possession Credit Agreement. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 4, 2018 at 4:00 p.m. (ET) b. Initial Bid: With respect to a bid solely for all or a portion of the Owned FF&E and Merchandise (i) provide for a Guaranty Percentage of not less than 76% (as such amount may be adjusted pursuant the formula set forth in Exhibit 3.1(b) of the Agency Agreement); plus (ii) payment of an additional $750,000 (which amount represents the breakup fee payable to the Stalking Horse minus the Put Fee). c. Deposit: 10%of the value of such Qualified Bidder's Qualified Bid d. Auction: Oct. 26, 2018 at the offices of Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor Wilmington, Delaware 19899-870 e. Bid Increments: i. To the extent that there is more than one Qualified Bid for solely the Merchandise and Owned FF&E Asset Classes, the bidding at the Auction will continue in increments of at least 0.10% of the aggregate Cost Value of the Merchandise to the Debtors at each store. ii. For each Asset Class other than bids for the Merchandise and Owned FF&E, to the extent that there is more than one Qualified Bid for a particular Asset Class, the Auction will commence with bidding on such Asset Class at the amount equal to the Highest or Best Asset Class Bid applicable to such Asset Class. Bidding on such Asset Class will initially commence at least 2.5% of the amount of the Highest or Best Asset Class Bid established for such Asset Class. Successive rounds of bidding will be in increments of 2.5% over the amount of the prior bid, unless modified by the Debtors, plus payment of any breakup fee or expense reimbursement that may be payable in the event of a stalking horse bidder for such Asset Class. f. Sale Hearing: Oct. 31, 2018 at 10:30 a.m. (ET) g. Closing: Nov. 2, 2018 h. Break-up Fee: $750,000 A copy of the Agreement and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/J&M_Sales_521_Order.pdf In the event that the Agency Agreement is not consummated with the Stalking Horse because the Debtors elect as a consequence of the Auction to terminate the Agency Agreement and pursue an alternative higher or otherwise better transaction that results in payment of the Senior Lenders and the Term Lenders in full in cash at closing with respect to the Merchandise and Owned FF&E, the Bidding Protections, will be paid to the Stalking Horse at the closing of and from the proceeds of an Alternate Transaction as set forth in section 17 of the Agency Agreement and the Order. To the extent the Debtors select a bid, including as a going concern bid for the acquisition of Assets that include Merchandise and Owned FF&E for a minimum of at least 50 stores, from a party other than the Stalking Horse for less than all of the Merchandise or Owned FF&E as the Winning Asset Class Bid or Successful Bid that results in payment in full of the Senior Lenders and Term Lenders in cash at closing or the Senior Lenders consent to such sale, the Court orders that: (i) the Debtors will be obligated to pay the Stalking Horse, and the Stalking Horse will receive from the Debtors payment of, the full amount of all Bidding Protections, including the amount of the Stalking Horse's out-of-pocket costs and expenses of signage and freight, on the closing date of the Alternate Merch/FF&E Bid; (ii) such Bidding Protections will be due to the Stalking Horse even if the Stalking Horse consummates a transaction under a Remaining Merchandise and FF&E Agreement with the Debtors, provided that if the Stalking Horse consummates a transaction under a Remaining Merchandise and FF&E Agreement, the Debtors will not be obligated to pay the Stalking Horse out-of-pocket costs and expenses of signage and freight only with respect to those stores subject to the consummated Remaining Merchandise and FF&E Agreement; and (iii) the Stalking Horse is not obligated to close under, and failure to close will not be a breach of, the Agency Agreement for Merchandise or Owned FF&E not subject to the Alternate Merch/FF&E Bid, unless the Stalking Horse expressly agrees to be so obligated in writing or on the record at the Auction. The Debtors may, after consultation with the Committee and Co-Administrative Agents, select a stalking horse for any Asset Classes other than the assets that may be sold through the Agency Agreement pursuant to an APA. The Debtors are authorized to designate prior to the Auction a stalking horse for the Other Assets and to pay a breakup fee in an amount not to exceed 3% to the Other Assets Stalking Horse, upon consultation with the Committee and the Co-Administrative Agents, in the event the Court approves the sale of the Other Asset to a Successful Bidder other than the Other Assets Stalking Horse. Neither the Debtors, the Committee, the Co-Administrative Agents, nor any other party will agree to pay any Qualified Bidder of an Alternate Transaction with respect to Merchandise and Owned FF&E any break-up fee, topping fee, bidding fee, or other consideration in exchange for bidding. Moreover, no Qualified Bidder of an Alternate Transaction with respect to Merchandise and Owned FF&E will be granted, entitled to payment of, or receive, any break-up fee, topping fee, bidding fee, or other consideration in exchange for bidding. The Stalking Horse, any Successful Bidder with respect to the assets that are the subject of the Agency Agreement, or the landlord of each store that is the subject of the Agency Agreement are authorized to enter into a side letter to govern the conduct of any store closing sales at the applicable store and such Side Letter Agreements will control over the Sale Guidelines and the Order. Any counterparty to an unexpired lease of non-residential real property proposed to be sold or transferred at the Auction may bid at or prior to the auction all or a portion of the applicable undisputed cure amount, and will be deemed a Qualified Bidder. The Auction Notice and Cure Notice are approved. By no later than Sept. 28, 2018, the Debtors will file and serve the Cure Notice to the counterparties to any Assumed Contracts. The Cure Cost/Assignment Objection is Oct. 11, 2018 at 12:00 noon (ET). The Landlords and their counsel are permitted to attend the Auction. Notwithstanding any applicability of Bankruptcy Rules 6004 and 6006 or otherwise, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. The Stalking Horse's right to receive payment of the Bidding Protections and reimbursement of costs from the proceeds of an Alternate Transaction as provided in section 17 of the Agency Agreement and the Order will be the sole and exclusive remedy of the Stalking Horse in the event of termination of the Agency Agreement. JASON FLY LOGGING: $265K Sale of Equipment to Dragon Approved ------------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi authorized Jason Fly Logging, LLC and Sumitomo Mitsui Finance and Leasing Co., Ltd. to sell the 2017 Tigercat 635E Skidder (S/N 6352085) and Tigercat Grapple (S/N SBG7203-25-0321) to Dragon Woodland Corp. for $265,000. The sale is free and clear of all liens, claims, interests and encumbrances. The purchase price is to be paid by the Purchaser within 15 days after the date of entry of the Order. All proceeds of the Sale will be paid at closing to SMFL, which holds a duly perfected security interest in the Equipment. The 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived. The provisions of the Order will become effective immediately. About Jason Fly Logging Established in 2010, Jason Fly Logging, LLC, is a privately-held logging company in Batesville, Mississippi. Jason Fly Logging sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 18-10483) on Feb. 12, 2018. In the petition signed by Jason Fly, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jason D. Woodard presides over the case. Toni Campbell Parker, Esq., in Memphis, Tennessee, serves as counsel to the Debtor. JC PENNEY: Bank Debt Trades at 7% Off ------------------------------------- Participations in a syndicated loan under which JC Penney Corporation is a borrower traded in the secondary market at 93.50 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.41 percentage points from the previous week. JC Penney pays 425 basis points above LIBOR to borrow under the $1.688 billion facility. The bank loan matures on June 23, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. KEAST ENTERPRISES: Seeks Conditional Approval of Plan Disclosures ----------------------------------------------------------------- Keast Enterprises, Inc., Cyclone Cattle, LLC, and Hatswell Farms, Inc. submit a motion for conditional approval of their disclosure statement and to combine hearings on final approval of the disclosures and confirmation of their proposed plan. The Debtors assert that conditional approval of their Joint Combined Plan and Disclosure Statement and the combination of the hearings on final approval of the Disclosure Statement and confirmation of the Plan will serve to shorten the confirmation process and accelerate the timetable for commencement of payments to creditors under the Plan. Moreover, the combination of the hearings will reduce the administrative expenses of the estates. The plan proposes to pay Creditors from a combination of liquidation of certain assets and future income of the Debtors generated from continued operations of their businesses. The Plan provides for 11 classes of secured claims and three classes of Unsecured Claims. The Plan is premised on the Estates being "substantively consolidated" on the Effective Date and proposes to pay a 100% dividend plus interest at 3% per annum in deferred quarterly Payments on account of all Class 15 Allowed General Unsecured Claims. Payments and Distributions under the Plan will be funded from the net monthly income generated by the Reorganized Debtor from its continued engagement in the same general business activities the Debtors were engaged in both pre and post-petition. Specifically, the Reorganized Debtor will continue in the operations of its equipment sales and farming operation. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/iasb18-00858-11-122.pdf About Keast Enterprises Keast Enterprises Inc. and Hatswell Farms, Inc., are engaged in corn and soybeans farming. Cyclone Cattle LLC owns a cattle feed lot. The Debtors filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case No. 18-00856) on April 17, 2018. At the time of filing, Keast Enterprises disclosed $10.08 million in assets and $15.11 million in liabilities. Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial Consulting, is its financial advisor. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors on May 11, 2018. The committee hired Sugar Felsenthal Grais & Helsinger LLP as its legal counsel. KENOY KENNEDY: $156K Sale of Terrell Property to Collier Approved ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Kenoy Wayne Kennedy and Charressa Brooke Kennedy to sell the real property located at 152 Hamilton Drive, Terrell, Texas, to Renita Collier for $156,000. The sale is free and clear of all liens, claims and encumbrances, including but not limited to: (a) Deed of Trust dated Oct. 30, 2015 executed by Kenoy Kennedy and Charressa Kennedy to William J. Bachus, Trustee, securing one note of even date therewith in the principal amount of $300,000, payable to Synergy Bank, SSB and securing any and all other indebtedness cited therein, recorded Nov. 10, 2015 in Volume 4915, Page 401, Official Public Records, Kaufman County, Texas; (b) certain standby fees, taxes and assessments by any taxing authority for the year 2018; and such liens, claims and encumbrances will attach to the proceeds of sale. Notwithstanding the foregoing paragraph, the year of closing (i.e. 2018) ad valorem tax lien will be expressly retained on the Properties until the payment by the Buyer of the year of closing ad valorem taxes, plus any penalties or interest which may ultimately accrue thereon, in the ordinary course of business. From the proceeds of the sale the Debtors (and/or Ranger Title of Terrell, Texas, its agents, attorneys, and employees acting as escrow agent/officer to close the subject sale is/are authorized and directed to: (a) pay usual and customary closing costs, including, but not limited to, the premium for the owner policy of title insurance for the insured amount equal to the Purchase Price, the Debtors' half of the escrow fee, etc.; (b) to the extent the same are valid and subsisting and encumber all or a portion of the Property, pay the holder of any of the Property Tax Liens an amount sufficient to secure the release of said liens for the tax years prior to 2018, along with providing the Buyer a credit against the Purchase Price for a pro rata share of the 2018 ad valorem taxes up through the date of the closing, however, if the 2018 ad valorem taxes are due and owing at the time of the closing, same will be paid from the proceeds of the sale and the Debtors will receive a credit from the Buyer for a pro rata share of the 2018 ad valorem taxes from the date of closing through the end of 2018; (c) pay a real estate commission of 6% of the gross purchase price paid for the Property (with such real estate commission to be shared by the Debtors’ Real estate agent, and the real estate agent, if any, of the Buyer of the Property); (d) pay at the closing of the sale the balance of the sale proceeds (after payment of items (a) through (c) above), to FGB as payment towards the FGB Lien in exchange for a recordable Partial Release of said lien; and (e) if FGB's claim has been paid in full, pay to the Debtors the balance of the sales proceeds (after payment of items (a) through (d) above) for distribution in accordance with further orders of the Court. There's no 14-day delay in the effectiveness of the Order of Sale. Kenoy Wayne Kennedy and Charressa Brooke Kennedy sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 18-31549) on May 1, 2018. The Debtors tapped Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC as counsel. LASSITER INDUSTRIES: Taps John Coggin as Accountant --------------------------------------------------- Lassiter Industries, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire John Coggin, a certified public accountant. Mr. Coggin will be paid $125 per hour for the preparation of the Debtor's financial statement and monthly operating reports, and for monthly write-up services, consulting and court appearances; $55 per hour for bookkeeping services; $55 per hour for payroll processing per run; $650 (plus database fee) for federal income tax return form 1120/1120S/1065; $250 for the annual Texas franchise tax return; $55 per hour for quarterly and year-end payroll tax preparation and processing; and $15 per tax form 1099/1096, minimum $100 including electronic filing. The maximum projected cost is $9,850. Mr. Coggin does not represent any interest adverse to the Debtor and its estate, according to court filings. Mr. Coggin maintains an office at: John F. Coggin Two Allen Center 1200 Smith St., 16th Floor Houston, TX 77002 Phone: (713) 408-1318 Email: johnfcoggincpa.com About Lassiter Industries Lassiter Industries, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-34070) on July 25, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Jeff Bohm presides over the case. The Debtor tapped the Law Office of Margaret M. McClure as its legal counsel. LITTLE RIVER: Committee Taps CBIZ Accounting as Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors of Little River Healthcare Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire CBIZ Accounting, Tax and Advisory of New York, LLC as its financial advisor. The firm will assist the committee in its evaluation of the post-petition cash flow and other projections prepared by Little River and its affiliates; monitor the Debtors' cash expenditures and general business operations; analyze transactions with their vendors, insiders and affiliated companies; review the financial aspects of any proposed asset purchase agreement or bankruptcy plan; and provide other financial advisory services. CBIZ will charge these hourly rates: Directors/ Managing Director $445 - $800 Managers/ Senior Managers $355 - $445 Other Professional Staff $195 - $355 CBIZ will not bill more than $50,000 per month, however, if the firm bills less than the maximum allowable amount in any particular month, the difference between the maximum amount and the amount actually billed may be applied to increase a subsequent month’s maximum allowable amount. The firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. CBIZ can be reached through: Brian Ryniker CBIZ Accounting, Tax and Advisory of New York, LLC 1065 Avenue of the Americas, 11th Floor New York, NY 10018 Phone: 212-790-5899 Email: bryniker@cbiz.com About Little River Little River Healthcare Holdings, LLC and its subsidiaries operate two rural hospitals -- one in Rockdale, Texas, and the other in Cameron, Texas. They also currently operate imaging centers, surgery centers, physical rehabilitation centers, and physician practices, most of which operate in the Central Texas market. Little River and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-60525 to 18-60532) on July 24, 2018. In the petitions signed by CRO Ronald Winters, Little River estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Ronald B. King presides over the case. Waller Lansden Dortch & Davis, LLP, is the Debtors' legal counsel. Duane Morris, LLP, is the special counsel. On Aug. 21, 2018, the Office of the U.S. Trustee appointed official committee of unsecured creditors. The committee tapped Norton Rose Fulbright US LLP as its legal counsel. LONGHORN ESTATE: Plan Outline Hearing to be Continued on Dec. 20 ---------------------------------------------------------------- Bankruptcy Judge Frank W. Volk issued an order denying Putnam County Bank's motion to dismiss Longhorn Estate, LLC's chapter 11 case with prejudice. The Court finds that by a preponderance of the evidence that it is likely that the Debtor's property can be sold in an amount sufficient to gain the Bank's approval with a result that a hearing on the disclosure statement will be continued on Dec. 20, 2018 at 11:00 a.m. About Longhorn Estate Longhorn Estate, LLC, is a privately-held company engaged in activities related to real estate. Its principal place of business is located at 8300 Ohio River Road, Lesage, West Virginia. Longhorn Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-30103) on March 20, 2018. In the petition signed by Renee Davis, authorized representative, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Frank W. Volk presides over the case. MODERN VIDEOFILM: Must Resolve Ownership Issues Before Filing Plan ------------------------------------------------------------------ Modern VideoFilm, Inc., asks the U.S. Bankruptcy Court for the Central District of California to extend the exclusive periods during which only the Debtor can file a Chapter 11 plan of reorganization and solicit acceptances of the plan through and including Dec. 12, 2018, and March 12, 2019, respectively. The Debtor seeks to extend the plan exclusivity to avoid the undue delay and expense that would result in the event of competing plans being filed in this case. The exclusive deadlines to file and solicit acceptances to a plan are Sept. 13, 2018 and Nov. 12, 2018, respectively. Since the Debtor has already filed a plan within 120 days of the petition date, technically the Debtor's exclusive right to file a plan is already automatically extended through Nov. 12, 2018. However, the Debtor's solicitation period has not been extended beyond Nov. 12, 2018. The Debtor filed a plan and disclosure statement on June 20, 2018, which provides for 100% of the proceeds generated from the liquidation of all assets (which consists of causes of action against third parties) to be paid to creditors. On Aug. 8, 2018, the Court entered an order disapproving the Debtor's disclosure statement, without prejudice, ordering that the Debtor could not file another disclosure statement until the dispute over the Debtor's right to and interests in causes of action referenced in the disclosure statement are resolved. The Debtor has filed a motion to resolve the ownership issues addressed in this Court, which motion is scheduled to be heard in October. Accordingly, pursuant to the Court's order, the Debtor is required to defer its plan confirmation process. Consequently, the Debtor now seeks to extend plan exclusivity. As the Debtor's proposed plan provides for payment of 100% of the net proceeds realized from the liquidation of the Debtor's assets, the extension of the exclusivity periods would not prejudice and would actually benefit the rights of parties-in-interest. The Debtor has made significant progress in this case. At the outset of the case, the Debtor started its diligent prosecution of litigation of significant claims held by the estate, which represent the primary asset of the estate. The Debtor continues to evaluate additional claims that may exist against third parties. In addition, the Debtor has been engaged in settlement discussions with the Barkat Parties. The Debtor has also been actively engaged in settlement discussions with Medley relative to the claims held by the estate against Medley, as reflected in the pending state court action. A copy of the Debtor's request is available at: http://bankrupt.com/misc/cacb18-11792-125.pdf About Modern VideoFilm Modern VideoFilm Inc. is a feature film and television post-production company based in California. Modern VideoFilm filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11792) on May 16, 2018. In the petition signed by Howard Grobstein, chief restructuring officer, the Debtor estimated $1 million to $10 million in assets and $50 million to $100 million in liabilities. Judge Mark S Wallace presides over the case. Garrick A. Hollander, Esq., at Winthrop Couchot Golubow Hollander, LLP, serves as the Debtor's counsel. MONTGOMERY SERVICES: Has Until Nov. 21 to Exclusively File Plan --------------------------------------------------------------- The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Montgomery Services, Inc., and its affiliate the exclusive periods during which only the Debtors may propose a plan of reorganization and solicit acceptances to the plan through and including Nov. 21, 2018, and Jan. 22, 2019, respectively. As reported by the Troubled Company Reporter on Aug. 30, 2018, the Debtors require additional time to establish a clearer track record of income and expenses in order to formulate a feasible plan. In addition, the Debtors are currently seeking resolutions with several creditors, which will also have a material effect on the plan. A copy of the court order is available at: http://bankrupt.com/misc/flsb18-15699-50.pdf About Montgomery Services Montgomery Services, Inc., d/b/a Mammoth Restoration of the Palm Beaches, is a leader in Pennsylvania repair and restoration. Montgomery Services filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-15699) on May 11, 2018. In the petition signed by its president, Nathan M Smith, the Debtor disclosed under $500,000 both in assets and liabilities. Aaron A. Wernick, Esq., at Furr & Cohen, is the Debtor's counsel. MORGAN AIR: Directed to File Plan and Disclosures Before Dec. 21 ---------------------------------------------------------------- Bankruptcy Judge Caryl E. Delano orders Morgan Air Conditioning, LLC to file a plan and disclosure statement on or before Dec. 21, 2018. The Disclosure Statement must, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7. About Morgan Air Conditioning Morgan Air Conditioning, LLC, provides air conditioning repair service in Florida. Morgan Air Conditioning sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07081) on Aug. 23, 2018. In the petition signed by Brainard Morgan, manager, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Debtor tapped Buddy D. Ford, P.A., as its legal counsel. MRP GENERATION: S&P Alters Outlook to Negative on Lower Cash Sweep ------------------------------------------------------------------ S&P Global Ratings revised its ratings outlook on MRP Generation Holdings LLC to negative from stable. The senior secured debt rating remains unchanged at 'B+' as does the '1' recovery rating. S&P said, "Financial underperformance in 2017 and high capital spending at MRP's High Desert gas-fired power plant has resulted in the project drawing on its liquidity reserves (including the debt service reserve account (DSRA)), ultimately reducing the likelihood that it will sweep as much cash over the next few years as we had expected it to. The cash flow sweep is a critically important part of the term loan B, in our opinion. In addition, we think California's stance on renewable energy presents a threat to the long-term viability of natural gas plants in the region. As such, we now think that refinance risk is likely to increase in the absence of accelerated debt pay down or materially improved market fundamentals for natural gas-fired assets in California, although spark spreads appear to remain high enough in the near term to avoid immediate challenges. "The negative outlook is based on our expectation that the project's refinancing prospects could deteriorate if it fails to sweep sufficient cash in 2018 and/or cash generation prospects don't significantly improve. Moreover, if recent regulatory changes in California lead to accelerated renewable penetration over the next few years, it could change our view of the long term viability of High Desert, leading to a reassessment of the asset life and long term spark spreads. We expect the minimum DSCR to be 1.29x in 2020 and gradually improve through the end of the debt tenor. "We could lower the rating on MRP by one notch over the next 6-12 months if the project fails to sweep cash in 2018 or our forward-looking DSCRs are affected by our view of regulatory changes in California that could disadvantage gas plants in relation to renewable power sources. We could also lower the rating if the minimum DSCR declines to 1.15x over the life of the asset, which would indicate a lower stand-alone credit profile (SACP). "We could stabilize the rating at 'B+' if the project can generate cash and pay down debt over the next several quarters, strengthening DSCRs and improving refinancing prospects. We could also stabilize the rating if our view on California regulatory changes such that we no longer think legacy gas plants will be materially disadvantaged over the long term. Finally, we could stabilize the rating if the minimum DSCR over the life of the plant increases to about 1.4x while other factors remain consistent. This could happen if capacity prices and/or spark spreads in PJM and CAISO increase more than we expect." NCW PROPERTIES: $450K Sale of All Assets to Vieste CW Approved -------------------------------------------------------------- Judge Timothy A. Barnes of U.S. Bankruptcy Court for the Northern District of Illinois authorized NCW Properties, LLC's sale of substantially all of its assets to Vieste CW Holdings, LLC, for $450,000. A hearing on the Motion was held on Sept. 28, 20l8. The sale is free and clear of liens, claims, encumbrances, and other interests. The executory contracts and leases identified in the Sale Motion are assumed by the Debtor and assigned to the Buyer. The purchase price will be paid without offset, deductions or recoupment other than as set forth in the APA. Notwithstanding the applicability of Bankruptcy Rules 6004 (h), 6006(d) and 7062, the terms and conditions of the Order will be immediately effective and enforceable upon its entry by the Court. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/NCW_Properties_72_Order.pdf About NCW Properties NCW Properties, LLC -- http://www.nascarcarwash.com/-- owns a car washing business. Headquartered in Joliet, Illinois, NCW Properties is an official NASCAR licensee and holds the exclusive license to build, brand and operate NASCAR Car Washes across the U.S. and Canada. NCW Properties, LLC sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 18-34019) on July 19, 2018. Judge Timothy A. Barnes is assigned to the case. In the petition signed by Dean T. Tomich, manager, the Debtor estimated between $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Debtor tapped Phillip J. Block, Esq, and Alan L. Braunstein, Esq. at Riemer & Braunstein LLP, as counsel. ASI Advisors, LLC serves as its financial advisors. NEIMAN MARCUS: Bank Debt Trades at 7% Off ----------------------------------------- Participations in a syndicated loan under which Neiman Marcus Group Inc. is a borrower traded in the secondary market at 92.53 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.37 percentage points from the previous week. Neiman Marcus pays 325 basis points above LIBOR to borrow under the $2.942 billion facility. The bank loan matures on October 25, 2020. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. NEP/NCP HOLDCO: S&P Affirms 'B' ICR on Refinancing Plans -------------------------------------------------------- U.S.-based entertainment production services provider NEP/NCP Holdco (NEP) is refinancing its existing first- and second-lien term loans and revolving credit facility as part of its acquisition by minority owner, Carlyle Global Partners. S&P Global Ratings is thus affirming its 'B' issuer credit rating on Pittsburg, Pa.-based NEP/NCP Holdco Inc. The outlook remains stable. S&P said, "At the same time, we also assigned our 'B+' issue-level rating to the company's senior secured first-lien credit facility including its first-lien term loans (US$965 million and EUR397 million; $250 million revolving credit facility). The '2' recovery rating indicates our expectation of substantial (70% - 90%; rounded estimate: 70%) recovery of principal in the event of a payment default. "In addition, we assigned our 'CCC+' issue-level rating to the company's senior secured second-lien term loan. The '6' recovery rating indicates our expectation of negligible (0% - 10%; rounded estimate: 5%) recovery of principal in the event of payment default." NEP's minority owner, Carlyle Global Partners, is acquiring the remaining majority stake it does not already own from Crestview Partners. As part of this transaction, NEP is refinancing its term loans and revolving credit facility. The company plans to issue a new $1.425 billion first-lien term loan (including a EUR397 million tranche), a $250 million revolving credit facility, and a $330 million second-lien term loan. The company will use the debt proceeds, together with an equity infusion by Carlyle of about $594 million to repay existing term loan indebtedness and fund the acquisition. The stable outlook reflects S&P Global Ratings' view that NEP will continue to grow organically through new contract wins in addition to making bolt-on debt-funded acquisitions across its business segments and geographic footprint. The outlook also reflects S&P's expectation that discretionary cash flows will remain negative over the next 12 months due to elevated growth capital expenditures, and for deleveraging to occur mainly through EBITDA growth. S&P said, "We could lower our issuer credit rating if competitive pressures in the industry leads to NEP losing key clients while facing intense pricing pressures. We believe this could precipitate a cash flow decline and significant deterioration of liquidity and challenge the company's ability to maintain leverage below the mid-6.0x range. "We could raise the rating if the company keeps leverage below 5x while maintaining discretionary cash flow (DCF) to debt of at least 5%. Given NEP's financial sponsor ownership structure, any upgrade scenario would depend on a long-term financial policy that supports the improved credit measures." NEWELL BRANDS: Egan-Jones Lowers Senior Unsecured Ratings to BB --------------------------------------------------------------- Egan-Jones Ratings Company, on September 21, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Newell Brands Incorporated to BB from BB+. Newell Brands Inc. designs, manufactures, sources, and distributes consumer and commercial products worldwide. The company was founded in 1903 and is headquartered in Hoboken, New Jersey. NORBORD INC: S&P Alters Outlook to Positive & Affirms 'BB' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Norbord Inc. to positive from stable and affirmed its 'BB' long-term issuer credit rating on the company. At the same time, S&P Global Ratings affirmed its 'BB+' issue-level rating on the company's senior secured notes. The '2' recovery rating on the debt is unchanged, and indicates its expectation for substantial (70%-90%; rounded estimate of 75%) recovery in a default scenario. S&P said, "The outlook revision reflects the continued strength in average North American oriented strand board (OSB) prices and our expectation that they will remain high over our forecast period. Continued demand growth primarily related to U.S. home construction, and limited meaningful production expansion expected over the next few years mainly account for our favorable view of prices. Given the company's high sensitivity to OSB prices, we estimate a significant improvement in Norbord's core credit measures. We estimate Norbord will generate adjusted debt-to-EBITDA of below 1x in 2018 and 2019, which is strong for the rating, but we acknowledge the high sensitivity of the company's cash flow and credit measures to historical volatility in OSB prices. "The positive outlook reflects our view that industry fundamentals will remain favorable for OSB pricing, supported by continued demand growth from U.S. home construction and limited capacity additions beyond 2019. Given the company's high operating leverage to OSB prices, we believe this will contribute to strong credit measures, with adjusted debt-to-EBITDA expected to remain at current levels, that is, below 1.0x in 2019. However, the outlook also takes into account the potential for significant OSB price volatility. "We could revise the outlook to stable if we believe the company will generate core credit ratios materially below our expectations over the next 12 months, including adjusted debt-to-EBITDA approaching 3x. In this scenario, we would expect the housing market to demonstrate meaningful weakness or an increase in industry capacity that results in a material decline in OSB prices. "We could raise our ratings on Norbord within the next 12 months with continued improvement in its core credit measures next year, trending in line with our expectation of adjusted debt-to-EBITDA of below 1.5x in 2019. In this scenario, we would expect OSB prices to remain at or above our current expectations of US$300/msf. We could also consider an upgrade if there was an increased likelihood of the company repaying the 2020 notes, which would reduce our view of the volatility of Norbord's credit measures." OPTICAL HOLDINGS: Taps Greenberg Traurig as Legal Counsel --------------------------------------------------------- Optical Holdings of Puerto Rico, LLC and OHI of Puerto Rico, LLC, seek approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Greenberg Traurig LLP as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code; represent the Debtors in negotiations; and provide other legal services related to their Chapter 11 cases. The hourly rates of the Greenberg Traurig personnel who may handle the cases range from $500 to $750 for members, $250 to $500 for associates, and $150 to $250 for paralegals. Greenberg Traurig received payments from the Debtors of $25,000 on September 11, and $47,029 on September 24. Alan Brody, Esq., at Greenberg Traurig, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Alan J. Brody, Esq. Greenberg Traurig LLP 500 Campus Drive, Suite 400 Florham Park, NJ 07932 Tel: (973) 443-3543 Fax: (973) 360-7900 Email: BrodyA@gtlaw.com About Optical Holdings of Puerto Rico Optical Holdings of Puerto Rico, LLC, owns health and personal care stores. OHI of Puerto Rico, LLC is an eyewear supplier in Springfield, New Jersey. Optical Holdings and OHI sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case Nos. 18-29070 and 18-29071) on Sept. 25, 2018. At the time of the filing, Optical Holdings estimated assets of less than $50,000 and liabilities of $1 million to $10 million. OHI estimated assets of less than $1 million and liabilities of $1 million to $10 million. PALMETTO SCHOLARS: S&P Alters Outlook on 2015A Bond Rating to Pos. ------------------------------------------------------------------ S&P Global Ratings revised its outlook to positive from stable on South Carolina Jobs Economic Development Authority's tax-exempt series 2015A revenue bonds, issued on behalf of Palmetto Scholars Academy (PSA). At the same time, S&P Global Ratings affirmed its 'BB' rating on PSA's series 2015A bonds. "The positive outlook reflects our view that PSA could continue to demonstrate solid liquidity and lease-adjusted maximum annual debt service coverage while maintaining stable enrollment trends as the school ends recent years of growth," said S&P Global Ratings credit analyst Brian Marshall. "We would view PSA's ability to maintain similar financial and enterprise optics despite being at capacity as favorable for the credit profile notwithstanding the school's modest enrollment size. "We assessed PSA's enterprise profile as adequate, characterized by solid demand supported by positive enrollment trends, a healthy wait list, excellent academics, and a stable management team, along with a very good relationship with its authorizer." The 'BB' rating reflects S&P's view of the school's: -- Solid enterprise profile, with high academic performance, steady demand, and a healthy wait list, coupled with a solid niche as talent-focused program, with a majority of the total headcount composed of gifted students; -- Improved financial operations over the past two audited years following positive enrollment growth, coupled with similar positive results expected for fiscal 2018 and roughly breakeven results budgeted for fiscal 2019; -- Solid liquidity position and maximum annual debt service (MADS) coverage at fiscal year-end 2017 for the rating level; and -- Location in a state that supports charter schools with a lease agreement with Joint Base Charleston, which consists of "in-kind" lease payment considerations, coupled with the stability derived from being located on the Joint Base Charleston. Partly offsetting the above strengths, in S&P's opinion, are: -- Modest enrollment of more than 500 students and small operating base, with roughly $4 million in annual operating revenue with limited opportunities to increase as PSA is currently near enrollment capacity; -- Limited operating history and operating under its initial 10-year charter; High MADS burden; and -- Risk, as with all charter schools, that PSA could be closed for nonperformance of its charter or for financial distress before the final maturity of the bonds. The bonds outstanding are secured by all pledged revenues (including state payments), a first-priority mortgage, and a security interest on the new facility. The site is owned by the U.S. government as part of Joint Base Charleston and has been leased to PSA for 35 years. S&P said, "The positive outlook reflects our expectation that, over the next year, there is a one-in-three chance that PSA is able to continue to demonstrate a demand profile and financial profile that are more commensurate with a higher rating despite the school's relatively brief operating history, following positive enrollment trends. While PSA has experienced enrollment growth, we believe enrollment will remain modest and near facility capacity levels given that officials have no plans to expand. Despite PSA's enrollment size and limited opportunities to increase revenue, we expect PSA to maintain a steady financial profile by continuing to generate positive accrual operating results while keeping its MADS in line with similarly rated peers, and maintaining its current cash position. We anticipate that the school's demand profile will continue to reflect excellent academics, a solid wait list, and stable enrollment. "We could consider raising the rating if the school demonstrates a consistent trend of solid margins and MADS coverage similar to fiscal 2017 audited results, which are more consistent with those of higher rated peers, while maintaining its enrollment and demand profile, favorable academic performance, and good liquidity position. "We could revise the outlook to stable if liquidity and/or MADS coverage displays a trend more in line with the current rating level, coupled with lower-than-expected enrollment. We could lower the rating if enrollment declines significantly, operations produce deficits relative to projected positive margins, MADS coverage materially weakens, or cash on hand decreases significantly to levels no longer commensurate with current rating level." PANNEL PARTNERSHIP: Case Summary & 3 Unsecured Creditors -------------------------------------------------------- Debtor: Pannel Partnership, L.P. 11211 Hornberger Road Houston, Tx 77044 Business Description: Pannel Partnership, L.P. is a privately held company engaged in activities related to real estate. Chapter 11 Petition Date: October 1, 2018 Case No.: 18-35523 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Jeff Bohm Debtor's Counsel: Preston T. Towber, Esq. THE TOWBER LAW FIRM, PLLC 6750 West Loop South, Ste 920 Bellaire, TX 77401 Tel: 832-485-3555 Fax: 832-485-3550 Email: preston@towberlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Cruise, president of General Partner Pannel Investments, Inc. A copy of the Debtor's list of three unsecured creditors is available for free at: http://bankrupt.com/misc/txsb18-35523_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-35523.pdf PARADIGM DEVELOPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Paradigm Development, LLC 70 Highland Creek Way Oxford, GA 30054 Business Description: Paradigm Development, LLC is a privately held company in the commercial land subdivision business. Its principal assets are located at 60 Chamisa Road Covington, GA 30016. Chapter 11 Petition Date: October 1, 2018 Case No.: 18-66580 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Scott B. Riddle, Esq. LAW OFFICE OF SCOTT B. RIDDLE, LLC 3340 Peachtree Road, NE Suite 1800 Tower Place Atlanta, GA 30326 Tel: 404-815-0164 Fax: 404-815-0165 E-mail: scott@scottriddlelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Milton Hancock, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb18-66580.pdf PLAYHUT INC: Bid Protection for Explore Scientific Approved ----------------------------------------------------------- The U.S. Bankruptcy Court for Central District of California authorized Playhut, Inc. to enter into a Stalking Horse Agreement with Explore Scientific, LLC, or designated affiliate or subsidiary entity, in connection with the sale of substantially all assets at auction. A hearing on the Motion was held on Sept. 21, 2018 at 10:00 a.m. Conditioned upon execution of a binding Stalking Horse Agreement, in the event that the Buyer's offer is overbid at the auction, and on that account, the Buyer is not the winning bidder, then upon closing of the sale to the overbidder, the Buyer will be paid out of the sale proceeds: (i) the reasonable and actual out-of-pocket fees, costs and expenses of Buyer incurred in connection with the preparation, negotiation, execution, delivery and performance of the Stalking Horse Agreement, not to exceed $50,000; and (ii) the payment of a break-up fee that is equal to 3% of the Closing Date Cash Payment. About Playhut, Inc. Playhut, Inc. -- https://www.playhut.com/ -- is a toy producer based in City of Industry, California, offering innovative toys such as indoor and outdoor play structures, baby structures, dolls, and plushes. Founded in 1992, Playhut's products are sold North and South Americas, Europe, Asia, and Australia. The company also partners with major retailers such as Walmart, Target, Kmart, Toys 'R' US, Costco, Amazon, QVC, JC Penney and licensed brands such as Disney, Marvel, Nickelodeon, HiT, Lucasfilms. Playhut, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-15972) on May 24, 2018. In the petition signed by Zu Zheng, president, the Debtor estimates $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Julia W. Brand. Robert P. Goe, and Stephen Reider, at Goe & Forsythe, LLP, serve as general bankruptcy counsel to the Debtor; and Armory Consulting Co., as its financial advisor. Peter C. Anderson, the U.S. Trustee for the Central District of California, on June 28, 2018, appointed an official committee of unsecured creditors. The committee members are: (1) East West Associates, Inc.; (2) Changzhou Kangyuan Plastic Co. Ltd; and (3) Yancheng Changhua Outdoor Products Co., Ltd. The Committee retained Fox Rothschild LLP as counsel. PLAYHUT INC: Sets Bidding Procedures for All Assets --------------------------------------------------- Playhut, Inc., asks the U.S. Bankruptcy Court for Central District of California to authorize the bidding procedures in connection with the sale of substantially all assets at auction. Preferred Bank holds senior liens against Playhut secured by Playhut's assets, with total outstanding indebtedness in the approximate amount of $6,152,614. Playhut and the Committee, in consultation with Preferred Bank, have concluded that an immediate sale of all or substantially all of its assets is the best path forward as it will maximize the value of the estate for the benefit of all creditors. A sale of its assets under section 363(f) of the Bankruptcy Code through a market-tested process will provide an opportunity to deliver the financial burdens on its business imposed by its existing debt-load and legacy debts. Playhut's assets include certain surplus inventory that is not essential to its future operations. It is therefore offering its Assets for sale in any combination. Potential bidders will be free to bid on only the operating assets, the surplus inventory, or both. It is imperative that the sale take place immediately. First, during the course of due diligence, various interested buyers have indicated that industry timelines require a sale closing by no later than Sept. 25, 2018. Second, Preferred Bank has expressed considerable concern about a deteriorating collateral position. It has extended the use of cash collateral only through Sept. 20, 2018. And in view of the deadlines, Playhut and the Committee believe that any flexibility in that deadline is extremely limited. Accordingly, through the marketing and sales process, Playhut asks to solicit immediate interest in its Assets through all means possible in the very limited window available to it in an effort to generate the highest and best return for creditors and estate constituents. Playhut's CRO and the counsel and the Committee have been informed and believe that Playhut's sole director, officer and equity holder, Brian Zheng, was in discussions with potential buyers as early as 2016 and continuing through June 2018. Shortly after his appointment, CRO James Wong began evaluating the prospects for a possible sale process. Starting in August 2018, Mr. Wong began discussions with various parties who had expressed interest in acquiring some or all of the Assets, including buyers interested in purchasing surplus inventory as well as buyers interested in purchasing Playhut as a going concern. Playhut is gearing up for a "fast-track" sale process By this Motion and in connection with the Bidding Procedures, Playhut asks authority to enter into a Stalking Horse Agreement with an interested bidder to serve as the Stalking Horse Purchaser to acquire substantially all of the operating Assets on a going-concern basis. Playhut believes that a Stalking Horse Agreement would take the form of a going-concern buyer interested in acquiring the operating Assets through a sale. If Playhut enters into any Stalking Horse Agreement that it determines is in the best interests of Playhut and its estate, it will file with the Court, and serve on the Motion Notice Parties, the Stalking Horse Notice. As a condition to entering into the Stalking Horse Agreement, a Stalking Horse Purchaser may request reasonable bid protections, including either or both of a Break-Up Fee and an Expense Reimbursement. If the CRO, in consultation with the Consultation Parties, approves a Stalking Horse Agreement proposal prior to the initial hearing on the Motion, Playhut will file a supplement to the Motion seeking authority to designate such agreement as a Stalking Horse Agreement and approving the Bid Protections. If after the conclusion of the initial hearing on the Motion, no Stalking Horse Purchaser has been designated, Playhut asks authority to continue to negotiate with and designate parties as a Stalking Horse Purchaser. It is requesting authority to designate, after the entry of the Bidding Procedures Order, a Stalking Horse Purchaser and Stalking Horse Agreement without further Court order so long as the following parameters are satisfied: (a) the Break-Up Fee does not exceed 3% of the aggregate cash purchase price; (b) the Expense Reimbursement does not exceed $25,000; and (c) the Consultation Parties affirmatively consent to the stalking horse designation on Sept. 18, 2018. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 19, 2018 at 12:00 p.m. (PT) b. Initial Bid: The aggregate consideration proposed by the Qualifying Bidder must equal or exceed the sum of the amount of (A) the purchase price under the Stalking Horse Agreement, (B) any Break-Up Fee, (C) any Expense Reimbursement, and (D) $25,000. c. Deposit: 10% of the purchase price d. Auction: The Auction will commence on Sept. 21, 2018 at 9:00 a.m. (PT) at Goe & Forsythe, LLP, 18101 Von Karman, Suite 1200, Irvine, CA 92612. e. Bid Increments: $25,000 f. Sale Hearing: Sept. 24, 2018 g. Closing: Sept. 25, 2018 h. Any Qualified Bidder who has a valid and perfected lien on any Assets of Playhut's estate that is not subject to an objection by the commencement of the Auction will have the right to credit bid all or a portion of the value of such Secured Creditor's claim. i. Deadline to serve Assumption Notice: Sept. 19, 2018 j. Deadline to object to Sale: Sept. 20, 2018 A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Playhut_Inc_153_Sales.pdf Playhut also ask approval of the Sale Notice. It will serve the Sale Notice within two business days of entry of the Bidding Procedures Order upon all Sale Notice Parties. To facilitate the Sale, Playhut ask authority to assume and assign to the Successful Bidder(s) any of the Contracts selected by the Successful Bidder. On Sept. 18, 2018, Playhut will file with the Court and serve on each counterparty the Assumption Notice. The Contract Objection Deadline is Sept. 20, 2018. Playhut submits that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h) and 6006(d), to the extent applicable. A hearing on the Motion was held on Sept. 17, 2018 at 11:00 a.m. About Playhut, Inc. Playhut, Inc. -- https://www.playhut.com/ -- is a toy producer based in City of Industry, California, offering innovative toys such as indoor and outdoor play structures, baby structures, dolls, and plushes. Founded in 1992, Playhut's products are sold North and South Americas, Europe, Asia, and Australia. The company also partners with major retailers such as Walmart, Target, Kmart, Toys 'R' US, Costco, Amazon, QVC, JC Penney and licensed brands such as Disney, Marvel, Nickelodeon, HiT, Lucasfilms. Playhut, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-15972) on May 24, 2018. In the petition signed by Zu Zheng, president, the Debtor estimates $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Julia W. Brand. Robert P. Goe, and Stephen Reider, at Goe & Forsythe, LLP, serve as general bankruptcy counsel to the Debtor; and Armory Consulting Co., as its financial advisor. The Court appointed James Wong as Playhut's CRO effective as of July 11, 2018. Peter C. Anderson, the U.S. Trustee for the Central District of California, on June 28, 2018, appointed an official committee of unsecured creditors. The committee members are: (1) East West Associates, Inc.; (2) Changzhou Kangyuan Plastic Co. Ltd; and (3) Yancheng Changhua Outdoor Products Co., Ltd. The Committee retained Fox Rothschild LLP as counsel. PREMIER DENTAL: S&P Affirms 'B-' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on California-based dental support organization Premier Dental Services Inc. S&P said, "At the same time, we revised our recovery rating on the company's senior secured credit facility to '3' (recovery expectation 50%-70%; rounded estimate: 50%) from '4'. The 'B-' issue-level rating on this debt is affirmed. The outlook is stable. "Our rating on Premier continues to incorporate our expectation that Premier Dental Services' business will experience revenue growth and slight margin expansion. Premier Dental's adjusted EBITDA margins improved over the past two years to 14.5% from 10.2% in 2015." This was a result of the expansion of dental insurance coverage and better dental reimbursement in the Denti-Cal program, and new initiatives to offer a variety of higher-margin services such as implants, oral surgery, and dental accessories sold at its offices. The company also shifted its growth strategy to adding more established dental practices versus de novos, shortening rampup times. This resulted in about 9% revenue growth in 2017, compared to about 2% in 2014. At the same time, the company's debt increased at a slower pace than the EBITDA increase, allowing the company to deleverage to 5.7x by the end of 2017 from 7.7x in 2015. The stable outlook reflects S&P Global Ratings' expectation that Premier Dental will increase revenue in the high-single- to low-double-digit percent range, aided by acquisitions and de novo office openings. S&P also projects margins will continue to steadily improve, as the company adds newer services and newer offices become more established. Discretionary cash flows continue to be very modest, as the company funds its working capital and expansion program. S&P said, "We could consider lowering the rating should cash flow be persistently in deficit due to unexpected cuts to Denti-Cal program eligibility, reimbursement rate cuts, or significantly increased bad debts. In addition, an economic downturn in California could lead to lower discretionary procedures and cash flow deficits. In this scenario, a 150-basis-point decline in EBITDA margins from our base case and flat revenue growth would result in free operating cash flow deficits. "We view an upgrade in the next year as unlikely due to the company's geographic concentration, exposure to government reimbursement, and relatively small size. We could consider a higher rating if Premier increases its geographic diversity away from California, lessens its dependence on Denti-Cal, and establishes a track record of positive discretionary cash flows in the $15 million-$20 million range. In this scenario, we would expect Premier Dental to maintain systemwide EBITDA margins above 15%, with leverage in the 5x-6x area. "We would view deleveraging below 5x as temporary because we expect the company to be acquisitive and to maintain an aggressive financial policy due to its private equity owners." PRODUCT QUEST: Bulk Sales of Inventory/Customer-Specific Assets OK ------------------------------------------------------------------ Judge Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized Product Quest Manufacturing, LLC and affiliates to conduct bulk sales of inventory and other customer-specific assets. The Debtors' inventory includes (i) raw materials, such as active chemical ingredients, inert ingredients, and other raw components; (ii) work in process that is primarily unpackaged bulk compounded product;(iii) finished goods that are manufactured for specific customers, and thus of particular value to these customers; and GMP documentation. The sale is free and clear of any and all liens, interests or encumbrances. The Debtors are authorized to settle outstanding accounts receivable. Provided however, no such settlement is authorized unless (i) it falls within the parameters set forth in the Transaction Parameters Spreadsheet, and (ii) the Agent has consented to the settlement in writing. The Debtors are authorized to return, or make available for retrieval, assets that are owned by its current and/or former customers, provided that (i) no party has raised any dispute with the Debtors regarding ownership of such assets (which dispute the Debtors will promptly convey to the current and/or former customer asserting an interest in such assets); and (ii) the Agent, through one of its authorized representatives identified in Paragraph 6(b) of the Order, he consented to the return or retrieval of such assets in writing. Nothing in the Order will authorize the Debtors to sell (i) the equipment, raw materials, drug substance (allantoin), drug products and documentation which Amicus Therapeutics Inc. maintains is property owned by Amicus; (ii) the raw materials and packaging materials which Cutanea Life Sciences, Inc. maintains is property owned by Cutanea; or (iii) any other property that any customer maintains to be property owned by the customer. Solely to the extent already segregated, the Debtors will continue to segregate the Amicus Property and the Cutanea Property. All settlements of accounts receivable and sales of any of the Debtors' raw materials, work in process, finished goods, retains, stability documentation, or GMP documentation to any purchaser of such property will be considered authorized by the Order if: (a) one of the following authorized representatives of the Debtors confirms or represents in writing to such Purchaser that such sale falls within the ranges set forth in the Transaction Parameters Spreadsheet approved by the Court: Michael Musso, John Cannon, Brian Mogensen, John Northen, Vicki Parrott, or JP Cournoyer; and (b) one of the following authorized representatives of the Agent for the Lenders confirms or represents in writing to such Purchaser that the Agent consents to such sale to the Purchaser: Richard Stone, Dimitri Karcazes, or Prisca Kim. Any and all payments arising under or in connection with or authorized to be made by the Order, or otherwise relating to the relief requested in the Motion, will be subject to the interim and final orders of the Court in these chapter 11 cases approving the Debtors' use of cash collateral (including all budgets referenced therein). To the extent the 14-day stay of Bankruptcy Rule 6004(h) may be construed to apply to the subject matter of the Order, such stay is waived. The Debtors are directed to serve a copy of the Order on parties as required by the Order Establishing Notice and Administrative Procedures within three days of the entry of the Order and to file a certificate of service with the Clerk of the Court. About Product Quest Manufacturing Product Quest Manufacturing, LLC, is a manufacturer of over-the-counter drugs and cosmetics, as well as some prescription drugs and animal health products. Product Quest Manufacturing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Lead Case No. 18-50946) on September 7, 2018. At the time of the filing, Product Quest disclosed that it had estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. Judge Lena M. James presides over Product Quest's cases. The Debtors tapped Northen Blue LLP as their legal counsel; and Kurtzman Carson Consultants LLC as their claims, noticing, and balloting agent. RELIANCE MANUFACTURING: Case Summary & 11 Unsecured Creditors ------------------------------------------------------------- Debtor: Reliance Manufacturing, Inc. 1527 Ave Ponce De Leon Suite 205 San Juan, PR 00926 Business Description: Reliance Manufacturing, Inc. is a privately held home builder in San Juan, Puerto Rico. Chapter 11 Petition Date: October 1, 2018 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 18-05778 Judge: Hon. Brian K. Tester Debtor's Counsel: Myrna L. Ruiz Olmo, Esq. MRO ATTORNEYS AT LAW, LLC PO Box 367819 San Juan, PR 00936-7819 Tel: 787-237-7440 Email: mro@prbankruptcy.com Total Assets: $441,201 Total Liabilities: $2,788,977 The petition was signed by Gilberto Media Safon, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at: http://bankrupt.com/misc/prb18-05778.pdf SAMUEL WYLY: DAG Private Sale of Audubon-Owned Aspen Fixtures OK'd ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas authorized Samuel Evans Wyly's private sale by Dallas Auction Gallery of Audubon-owned carved stone fountain and a recreated 19th century mask located in the house of Cheryl Wyly, the former spouse of the Debtor, at 210 S. West End Street in Aspen, Colorado. The private sale will be conducted by DAG under the Consignment Agreement, in accordance with the terms set forth in the Motion. The sale of the Aspen Fixtures pursuant to the Order will be free and clear of all Interests, if any, with any such Interest to attach to the net proceeds of the sale of the Aspen Fixtures. On the twenty-first business day after the sale of the Aspen Fixtures, DAG will collect the proceeds from the sale of such Aspen Fixtures from the buyer and hold such proceeds in the DAG Escrow Account, subject to the rights and claims of all parties. Within seven days after receiving notice from DAG of DAG's receipt of full and final payment of the net sale proceeds, the Debtor will file a Notice of Sale with the Court detailing such proceeds received by DAG for the sale of the Aspen Fixtures. The stay under Bankruptcy Rule 6004(h) is waived; accordingly, the terms of the Order will take effect and be enforceable immediately. About Sam Wyly Samuel Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. On Oct. 23, 2014, Dee Wyly filed her voluntary petition for relief under chapter 11 of the Bankruptcy Code, thereby initiating her bankruptcy case. On Nov. 10, 2014, the Court ordered "the procedural consolidation and joint administration of the chapter 11 cases of Samuel E. Wyly and Caroline D. Wyly [under] Case No. 14-35043." On Dec. 2, 2014, the Court entered an order appointing an official committee of unsecured creditors in Sam's Case. On Nov. 23, 2016, the Court converted Dee's Case to a case under chapter 7 of the Bankruptcy Code and terminated the joint administration of the bankruptcy cases. Robert Yaquinto, Jr., was subsequently appointed as the chapter 7 trustee to administer Dee Wyly's bankruptcy estate. SCOTTSBURG HOSPITALITY: Needs Time to Evaluate Options, File Plan ----------------------------------------------------------------- Scottsburg Hospitality, LLC, asks the U.S. Bankruptcy Court for the Southern District of Indiana to extend the exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptance of the plan through and including Dec. 10, 2018, and Feb. 6, 2019, respectively. The Debtor therefore requires additional time to evaluate its options and to propose a plan in this case. The Debtor is the owner of certain real property and improvements located in Scottsburg, Indiana, operated as the Hampton Inn and Suites by Hilton Scottsburg, under the terms of a Franchise Agreement with Hilton Franchise Holding, LLC. The Hotel is located at 1535 McClain Avenue, Scottsburg, Indiana, and first opened on Jan. 31, 2000. The Hotel is a 4-story building, with 86 guest rooms, a breakfast dining area, meeting space, an indoor pool and whirlpool, a fitness room, a guest laundry area, and vending areas. U.S. Bank, N.A., as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Pass-Through Certificates Series 2007-7 and LNR Partners, LLC, as the successor special services of the U.S. Bank loan contends that as of April 1, 2018, it was owed $3,402,200.92. As set forth more fully in the declaration of Gary Miller in support of the first day motions, the Debtor believes the amount owed to U.S. Bank as of the Petition Date may be less, because U.S. Bank effectuated a pre-petition setoff against certain of Debtor's bank accounts. Additionally, since the commencement of this case, the Debtor has been making regular principal and interest payments to U.S. Bank. The Debtor believes that the going concern value of the Hotel is substantially in excess of U.S. Bank's claim. Prior to and since the commencement of this case, the Debtor and its principals have been working to secure refinancing of the U.S. Bank debt. Additionally, the Debtor recently received its Product Improvement Plan (PIP) from Hilton and is still in the process of determining the cost of the plan. A copy of the Debtor's request is available at: http://bankrupt.com/misc/insb18-90833-11-59.pdf About Scottsburg Hospitality Scottsburg Hospitality, LLC, is a privately held company that operates in the traveler accommodation industry. Scottsburg Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-90833) on June 11, 2018. In the petition signed by Michael A. Dora, president, the Debtor estimated assets and debts of less than $10 million. The Hon. Basil H. Lorch III presides over the case. The Debtor engaged Fultz Maddox Dickens PLC as counsel. SERTA SIMMONS: Bank Debt Trades at 12% Off ------------------------------------------ Participations in a syndicated loan under which Serta Simmons Bedding LLC is a borrower traded in the secondary market at 87.85 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.78 percentage points from the previous week. Serta Simmons pays 350 basis points above LIBOR to borrow under the $1.95 billion facility. The bank loan matures on November 8, 2023. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. SFR GROUP: Bank Debt Trades at 2% Off ------------------------------------- Participations in a syndicated loan under which SFR Group SA [ex-Numericable SAS] is a borrower traded in the secondary market at 97.90 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.61 percentage points from the previous week. SFR Group pays 300 basis points above LIBOR to borrow under the $2.15 billion facility. The bank loan matures on January 6, 2026. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. SHIV JI SHANKER: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Shiv Ji Shanker, LLC dba Columbus Georgia Country Inn & Suites 5435 Chelsenwood Drive Duluth, GA 30097 Business Description: Shiv Ji Shanker, LLC is a privately held company in Duluth, Georgia in the traveler accommodation industry. Chapter 11 Petition Date: October 1, 2018 Case No.: 18-40975 Court: United States Bankruptcy Court Middle District of Georgia (Columbus) Judge: Hon. John T. Laney III Debtor's Counsel: Joseph H. Turner, Jr., Esq. JOSEPH H. TURNER JR., PC 580 Cliftwood Ct NE Sandy Springs, GA 30328 Tel: 470-277-4044 Email: jhtlaw@comcast.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Janita Patel, member. 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/gamb18-40975.pdf SKILLSOFT CORP: Bank Debt Trades at 13% Off ------------------------------------------- Participations in a syndicated loan under which Skillsoft Corporation is a borrower traded in the secondary market at 86.63 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.60 percentage points from the previous week. Skillsoft Corporation pays 825 basis points above LIBOR to borrow under the $185 million facility. The bank loan matures on April 28, 2022. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. SKYTEC INC: Taps Fuentes Law Offices as Legal Counsel ----------------------------------------------------- SkyTec Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Fuentes Law Offices, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Alexis Fuentes-Hernandez, Esq., the attorney who will be handling the case, charges an hourly fee of $250. His firm received a $11,717 retainer from the Debtor. Mr. Hernandez disclosed in a court filing that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Fuentes Law Offices can be reached through: Alexis Fuentes Hernandez, Esq. Fuentes Law Offices, LLC P.O. Box 9022726 San Juan, PR 00902 Tel: (787) 722-5216 Fax: (787) 722-5206 E-mail: alex@fuentes-law.com About Skytec Inc. Skytec, Inc., is a privately-held company based in Puerto Rico that provides wireless telecommunication solutions. Skytec sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-05288) on Sept. 12, 2018. In the petition signed by Henry L. Barreda, president, the Debtor disclosed $2,119,734 in assets and $5,848,090 in liabilities. Judge Enrique S. Lamoutte Inclan presides over the case. SPARTAN BUSINESS: Unsecureds to Recoup 64% Under Proposed Plan -------------------------------------------------------------- Spartan Business & Technology Services, Inc. filed a disclosure statement referring to its chapter 11 plan dated Sept. 18, 2018. The primary reason for the Debtors financial difficulties arose from a loss of certain government contracts, which impacted the Debtor's business to operate as it has historically. The Debtor has stayed current with all obligations following the filing and has now received two government contracts that will provide it with financial stability into the future -- and allow for a repayment plan to their creditors. In Class 5 of the plan are the Claims of unsecured creditors who hold claims as a result of the debtor listing their debt as unsecured, or by and through the filing of a proof of claim by the respective creditors. The total amount of unsecured debt in this class is $3,235,651.34. The Debtor will make payment to holders of Allowed Claims of Unsecured Claims under this class pro rata, from future operation of business. The total repayment period will be 60 months. The total payout to unsecured creditors in this class, assuming that none of the amounts claimed by the disputed creditors in class 1, and 4 are approved will be approximately 62%. However, to the extent that this court allows any amounts for creditors disputed under class 1 or 6 herein, the amount to be paid pro rata will decrease in accordance with those decisions. This class is impaired. The Plan will be funded from the future business income of the Debtor. The primary risk to creditors under the Plan is any interruption in the business and income of the Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/vaeb18-10032-136.pdf About Spartan Business & Technology Services Inc. Spartan Business & Technology Services, Inc. is a privately-owned company that provides business management and information technology solutions to government, non-profit and service organizations. The company's capabilities include acquisition, logistics and IT systems management; business process improvement and business process reengineering; governance, compliance & performance; healthcare documentation & training; information assurance & access management; IT portfolio management; logistics lifecycle cost studies and implementation; medical and laboratory research; organizational development; performance-and-evidence-based budgeting; professional and management developmental training; professional healthcare management and health information technology analysis; and program and project management. The company is headquartered in Alexandria, Virginia. Spartan Business & Technology Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10032) on Jan. 4, 2018. Lorenzo Downing, its president and secretary, signed the petition. At the time of the filing, the Debtor disclosed $50,889 in assets and $2.20 million in liabilities. Judge Klinette H. Kindred presides over the case. SPECFAC GROUP: Taps Pronske Goolsby as Legal Counsel ---------------------------------------------------- Specfac Group, LLC, and its affiliates filed applications seeking approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel in connection with their Chapter 11 cases. In their applications, Specfac Group, Sundance Lodge LLC, Sundance Partners LLC, Sundance Residence Club LLC, Sundance Residences LLC and Icarus Investments Inc. propose to employ Pronske Goolsby & Kathman, P.C. to advise them regarding their duties under the Bankruptcy Code; prosecute actions to protect their estates; prepare a plan of reorganization; and provide other legal services related to their cases. Pronske's hourly fees range from $385 to $600 for partners, and up to $120 per hour for legal assistants. The firm received a $60,000 retainer on September 11. Gerrit Pronske, Esq., a shareholder of Pronske, disclosed in a court filing that the firm and its attorneys are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gerrit M. Pronske, Esq. Melanie P. Goolsby, Esq. Jason P. Kathman, Esq. Pronske Goolsby & Kathman, P.C. 2701 Dallas Parkway, Suite 590 Plano, TX 75093 Telephone: (214) 658-6500 Telecopier: (214) 658-6509 Email: gpronske@pgkpc.com Email: mgoolsby@pgkpc.com Email: jkathman@pgkpc.com About Specfac Group LLC Specfac Group LLC and its affiliates are privately-held real estate companies based in Gordon, Texas. Specfac Group, Sundance Lodge LLC, Sundance Partners LLC, Sundance Residence Club LLC, Sundance Residences LLC and Icarus Investments Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case Nos. 18-43561, 18-43562, 18-43563, 18-43565, 18-43566 and 18-43567) on Sept. 7, 2018. In the petitions signed by Michael A. Ruff, trustee of manager Commander Neyo Trust, Sundance Partners disclosed that it had estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Specfac Group and Sundance Lodge each disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. STATE TECHNOLOGY: Plan to be Funded from Excess Cash Flow --------------------------------------------------------- State Technology & Manufacturing LLC and Ruben Cadena submit their first joint disclosure statement explaining their chapter 11 plan. State Technology was organized in 1987 and was purchased by its current owner, Ruben Cadena, in 2006. State Technology is a metal manufacturing service business focusing on precision machining, fabrication, repair, and metal distribution. Class 1L consists of the allowed unsecured claims against State Technology. Class 1L creditors will be paid a pro-rata share from State Technology's excess cash flow, on a semi-annual basis, after all senior allowed claims have been paid in accordance with the terms of the plan, until the allowed unsecured claim have been paid in total the value of State Technology's liquidation equity (a total maximum of $10,000) as calculated in State Technology's disclosure statement. State Technology has operated overall profitably while in bankruptcy, to a large extent due to the extensive efforts of its principal and the patience of its creditors. The company will continue to generate sufficient revenues to service its operating expenses and pay the debt service called for under the plan. State Technology's plan will be funded by its operations and excess cash flow. Further, Cadena will repurchase his ownership in State Technology by borrowing $50,000 against his homestead exemption in his residence and contribute those funds to State Technology for its use to pay administrative claims. Cadena’s plan will be funded by his post-petition earnings and excess cash flow. A full-text copy of the Joint Disclosure Statement is available at: http://bankrupt.com/misc/azb2-17-09940-242.pdf About State Technology State Technology & Manufacturing LLC filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 17-09940) on Aug. 24, 2017. Cindy Greene, Esq., and Carlene Simmons, Esq., at Simmons & Greene, P.C., serve as the Debtor's bankruptcy counsel. SUNCOAST COMFORT: Taps Perenich Law as Legal Counsel ---------------------------------------------------- Suncoast Comfort Systems LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Perenich Law, PL, as its legal counsel. The firm will advise the Debtor regarding the operation of its business; defend any causes of action on behalf of Debtor; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $95 to $400. Timothy Perenich, Esq., the attorney who will be handling the case, charges $400 per hour. Perenich Law has required the Debtor to pay the firm $20,000 within 30 days after the petition date. As of Sept. 25, the Debtor paid the firm $283 in attorney fees, plus the filing fee of $1,717. The firm neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. Perenich Law can be reached through: Timothy B. Perenich, Esq. Perenich Law, PL 25749 US Highway 19 N, Suite 200 Clearwater, FL 33763-2004 Phone: (727) 669-2828 Fax: (727) 669-2220 E-mail: Bankruptcy@PerenichLaw.com About Suncoast Comfort Systems Suncoast Comfort Systems LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07904) on Sept. 18, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. SUNNY OCEAN: Approval Hearing on Plan Outline Set for Nov. 1 ------------------------------------------------------------ Bankruptcy Judge A. Jay Cristol is set to hold a hearing on Nov. 1, 2018 at 2:00 pm to consider approval of Sunny Ocean 699 LLC's disclosure statement in support of its chapter 11 plan filed on Sept. 15, 2018. The last day for filing and serving objections to the disclosure statement is Oct. 25, 2018. About Sunny Ocean 699 Sunny Ocean 699 LLC is a privately held company whose principal assets are located at 699 Ocean Blvd Golden Beach, FL 33160. Sunny Ocean 699 LLC filed a voluntary petition under chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-16108) on May 21, 2018. The petition was signed by Jon Shields, manager/member. At the time of filing, the Debtor estimated $10 million to $50 million in total assets and $1 million to $10 million in liabilities. Judge Jay A. Cristol presides over the case. Joel M. Aresty, Esq., at Joel M. Aresty, P.A., is the Debtor's counsel. SUNSHINE SEATTLE: $154K Sale of Henry's Taiwan Resto Okayed ----------------------------------------------------------- Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western District of Washington authorized Sunshine Seattle Enterprises, LLC's 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. The sale of the Property to Chef Ku pursuant to the Purchase and Sale Agreement is approved. The Debtor is authorized and directed to consummate the sale pursuant to and in accordance with the terms and conditions of Agreement. This Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004(h), 6006(d), 7062 and any other provision of the Bankruptcy Code or Bankruptcy Rules will not apply and is expressly lifted, and the Order is immediately effective and enforceable. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Sunshine_Seattle_188_Order.pdf 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 percent 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. SYNERGY PARTNERS: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Affiliated companies that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Synergy Partners, Inc. 18-06603 813 Park Drive Goodlettsville, TN 37072 DS of Bartlett, PLLC 18-06604 Hendersonville Dental Spa, PLLC 18-06605 Pleasant View Dental Spa, PLLC 18-06606 Clarksville Dental Spa, PLLC 18-06607 Business Description: The Debtors are privately held companies that operates in the dental industry. Chapter 11 Petition Date: October 1, 2018 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Charles M. Walker Debtors' Counsel: Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ 618 Church St Ste 410 Nashville, TN 37219 Tel: 615 256-8300 Fax: 615 255-4516 Email: slefkovitz@lefkovitz.com Assets and Liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Synergy Partners, Inc. $0 to $50,000 $500,000 to $1 million DS of Bartlett, PLLC $0 to $50,000 $500,000 to $1 million Hendersonville Dental Spa $0 to $50,000 $500,000 to $1 million The petitions were signed by Lance H. Harrison, DDS, president/chief manager. List of Debtors' Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ IRS Cntrlzd Insolvency Oprtn $556,000 PO Box 7346 Philadelphia, PA 19101-7346 TN Dept Revenue $10,000 C/O TN Atty Gen BK Unit PO BOX 20207 Nashville, TN 37202 Full-text copies of three of the petitions are available at: http://bankrupt.com/misc/tnmb18-06603.pdf http://bankrupt.com/misc/tnmb18-06604.pdf http://bankrupt.com/misc/tnmb18-06605.pdf TM VILLAGE: Selling 43 Dallas Residential Condo Units ----------------------------------------------------- TM Village, Ltd., asks authority from the United States Bankruptcy Court for the Northern District of Texas (Dallas) to sell the 43 residential condominium units located on the northern portion of the parcel of real estate located in Dallas County, Texas, more commonly known as 1220 W. Trinity Mills Road, Carrollton, Texas ("TM Place"). The Debtor owns two contiguous parcels of real estate located in Dallas County, Texas, more commonly known as the TM Place and 1146 W. Trinity Mills Road, Carrollton, Texas ("TM Village Apartments"). The TM Village Apartments have initial infrastructure improvements consisting of the electrical and utility designs and layout for the planned construction of a future apartment building. TM Place includes improvements consisting of a single building divided into two portions, a commercial office building and residential condominiums. The Motion involves the sale and closing of 43 of the Residential Condominiums to the individual purchasers of the Residential Condominiums, pursuant to contracts for the sale of such condominiums by and between the purchasers and TMV Condo Office Park, Ltd., which contracts have been assigned to the Debtor. The Residential Condominiums consist of 50 units located on the northern portion of TM Place. The Declaration for 1220 TMV Condominium was recorded in the deed records of Dallas County, Texas on May 24, 2018, as Document ID No. 201800138183, and amended by the First Amendment to Condominium Declaration for 1220 TMV Condominium, as recorded in the deed records of Dallas County, Texas, on June 8, 2018, as Document ID No. 201800151334. The Condominium Declaration specifies the location and boundaries of each of the 50 Residential Condominium units. As part of its development and construction plan, the Debtor pre-sold 43 of the Residential Condominiums to various individual purchasers, each of whom entered into a contract for the purchase of a specific unit. The purchasers have already paid most of the purchase price for the Units, which amounts were utilized for the construction of the improvements at TM Place, including the Residential Condominiums and the common elements. A complete listing of the 43 pre-sold units, along with the identification of the purchaser for each unit is described in Exhibit A. A copy of the exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/TM_Village_28_Sales.pdf On March 2, 2018, the Debtor closed a loan with Tamamoi, LLC and FDRE, Inc. in the amount of $3 Million, which is fully secured by both TM Place and the TM Village Apartments. The First Lien Lenders were fully aware of the existence of the Residential Condominiums at the time of placing and closing the financing, including the pre-purchased nature of each Unit and the pending need to close each of such Units to the individual purchasers. However, when requested to consent and subordinate to the Condominium Declaration, the First Lien Lenders wholly refused, took the position that the Condominium Declaration has triggered the due on sale clause contained in the Deed of Trust, and threatened to commence foreclosure proceedings on all of the Debtor's property. Sufficient equity exists in the Office Building portion of TM Place and in the TM Village Apartments to secure the First Lien Lenders in full. To that extent the sale of the Residential Condominiums generates any proceeds in excess of the pro rated 2018 ad valorem taxes, the lien of the First Lien Lenders will attach to such proceeds, if necessary. SKR Partners, Ltd. holds a valid second lien against TM Place and has consented to the Condominium Declaration and agrees for the sale of Residential Condominiums to be closed and transferred to the individual purchasers. SKR is fully secured by the value of the office building in TM Place above and beyond the value of the lien to the First Lien Lenders. Four valid mechanic's liens have been imposed upon TM Place, namely amounts owed to Schindler Elevator Company, SK Electric, Carrell Yost Architects and BEI. Sufficient equity exists in TM Place to secure the payment in full of the Mechanic's Liens, both from the expected proceeds generated by the closing of the Residential Condominiums and from the value of the Office Building portion of TM Place above and beyond the lien of the First Lien Lenders and SKR. Two lis pendens have been filed and assert only collateral interests against the Debtor's property. On Feb. 15, 2017, Lloyd Ward, as counsel for Richard Yao, Di Zhang and Young Chen in Cause No. DC-16-16547 filed a lis pendens in the real estate records of Dallas County, Texas as Document No. 201700045899. The Lloyd Ward Lis Pendens merely recites the language contained in Section 12.007 of the Texas Property Code that the Plaintiffs in the underlying lawsuit are affirmatively seeking title to, the establishment of an interest in, or enforcement of an encumbrance against the Debtor's Property. Such sworn statements are patently false, as the Lloyd Ward Lis Pendens is nothing more than an attempt to create a pre-judgment lien in an effort to collect a judgment which the Plaintiffs therein have yet to obtain. As such, the lawsuit referenced by the Lloyd Ward Lis Pendens alleges only a collateral interest in the Debtor's property and does neither creates a lien nor any valid interest in the Debtor's property. On April 6, 2018, Viewtech, Inc. filed a Notice of Lis Pendens as the Plaintiff in Cause No. DC-18-04298, as Document ID No. 201800090119. The Viewtech Lis Pendens states that the underlying lawsuit could affect title to the Debtor's Property and or the ability of the Debtor to convey title said real property free and clear of liens. The Viewtech Lis Pendens is also nothing more than an attempt to create a pre-judgment lien on the Debtor's Property in an effort to collect a judgment against the Debtor which Viewtech has yet to obtain. Furthermore, on Sept. 9, 2018, Viewtech, Inc. nonsuited the Debtor from the underlying lawsuit. As such, the Viewtech Lis Pendens no longer references any litigation to which the Debtor is a party or which affects the Debtor's interest in its property, and it should be removed as a cloud on Debtor's Property. The Debtor asks the Court to enter an order approving the sale of each of the Residential Condominiums to the purchasers of the individual units free and clear of all liens, claims or encumbrances. A hearing on the Motion is set for Oct. 18, 2018 at 1:00 p.m. Objections, if any, must be filed at least four days in advance of such hearing date. As indicated on Exhibit A, the Debtor expects approximately $570,000 in proceeds from the closing of the Residential Condominiums. After the payment of the Seller's closing costs, including the ad valorem taxes for 2018 for each of the Residential Condominiums and the respective percentage of the common elements, the Debtor proposes to utilize the balance of the proceeds to pay the Mechanic's Liens in full, with any excess paid to the First Lien Lenders. About TM Village TM Village, Ltd., filed as a Domestic Limited Partnership in the State of Texas on Oct. 16, 2014, according to public records filed with Texas Secretary of State. TM Village commenced a Chapter 11 proceeding (Bankr. N.D. Tex. Case No. 18-32770) on Aug. 22, 2018. The petition was signed by John Chong, president and general partner. The Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Thomas Craig Sheils, Esq. and Mark Douglas Winnubst, Esq., at Sheils Winnubst PC, serve as the Debtor's counsel. TOMMIE LINGENFELTER: $236K Sale of Warner Robins Property Approved ------------------------------------------------------------------ Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Tommie J. Lingenfelter and Judith R. Lingenfelter to sell their interest in the real property located at 108 Colonial Oaks, Warner Robins, Georgia to Jarvis Battle and Farrah Thomas for $236,000. Pursuant to Section 506(c) of the Bankruptcy Code, all broker commissions or sales commissions arising out of the sale, if any, and all closing costs, if any, that have been attributed to the Debtors under the Sale Documents may be paid from the gross proceeds of the sale. Cause exists under Section 349(b) of the Bankruptcy Code for the Court to find that all transfers of property of the Debtors' estate effected by the Order or the Sales Documents will remain valid and effective notwithstanding a subsequent dismissal of the Bankruptcy Case, and Section 349(b)(3) of the Bankruptcy Code will not apply to the property of the estate which is the subject of the Order. Time is of the essence in closing the Transactions, and the Court expressly finds that there is no just reason for delay in the implementation of the Order and that the closing can occur immediately upon entry of the Order. Accordingly, the stay of orders authorizing the use, sale, or lease of property as provided for in Bankruptcy Rule 6004(h) will not apply to the Order, and the Order is immediately effective and enforceable. From the proceeds of the sale authorized, the Debtors shall, as their interests appear on the definitive Closing Statement for the sale of the Property: a. pay liens for unpaid ad valorem taxes assessed against the Property through the closing of the sale; b. pay all usual, customary, and reasonable costs associated with the sale as agreed in the Sale Documents (including the Broker's commission); c. pay to Robins Financial Credit Union, as its interests lie, the total amount of its claims against the Property, as definitively calculated at closing, all in full satisfaction of its resulting liens; d. pay to JPMCC 2002-CIBC4 Thomaston Retail, Limited Partnership at the closing any remaining proceeds; provided, however, that, out of such remaining proceeds, the Debtors will pay to their attorneys at the closing the lesser of (i) the remaining proceeds and (ii) $44,200 (the exemption amount claimed by them against the Property on their Schedules), with such amount be held by the Debtors' attorneys in escrow pending further Order of the Court. Within three business days after the entry of the Order, the Debtors' counsel will serve a copy of the Order on (a) the Office of the United States Trustee; (b) the Respondents; (c) other parties who have requested notice or copies of such matters in the Bankruptcy Case; and (d) all other creditors and parties-in-interest in the Bankruptcy Case. About the Lingenfelters Tommie J. Lingenfelter and Judith R. Lingenfelter sought Chapter 11 protection (Bankr. M.D. Ga. Case No. 17-51934) on Sept. 5, 2017. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No creditors' committee has been appointed in the case. No trustee or examiner has been appointed. The Debtors tapped David L. Bury, Jr., Esq., at Stone & Baxter, LLP, as counsel. On Feb. 23, 2018, the Court appointed Independent Realty of Central Georgia, Inc., doing business as Washburn & Associates, as broker. TOMMIE LINGENFELTER: $45K Sale of Macon Property to Wong Approved ----------------------------------------------------------------- Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Tommie J. Lingenfelter and Judith R. Lingenfelter to sell their interest in the real property located at 2986 Avondale Mill Road, Macon, Georgia to Patricia Wong for $45,000. The Court makes no findings of fact or conclusions of law as to the Adversary Proceeding but, with all of the Debtors' and JPMCC's rights to prosecute and defend the Adversary Proceeding being preserved, the Court concludes that JPMCC's claim of interest in the Property is subject to a bona fide dispute on account of the pending Adversary Proceeding. Thus, pursuant to Section 363(f) of the Bankruptcy Code, at the closing and upon consummation of the Transactions, the Purchaser will have and acquire good, valid, and marketable title in and to the Property as the Debtors' interests appear, free and clear of all liens, claims, encumbrances, and other interests of any kind or nature whatsoever, all of which Interests will attach to the net proceeds of the sale. Pursuant to Section 506(c) of the Bankruptcy Code, all broker commissions or sales commissions arising out of the sale, if any, and all closing costs, if any, that have been attributed to the Debtors under the Sale Documents may be paid from the gross proceeds of the sale. Cause exists under Section 349(b) of the Bankruptcy Code for this Court to find that all transfers of property of the Debtors' estate effected by the Order or the Sales Documents will remain valid and effective notwithstanding a subsequent dismissal of the Bankruptcy Case, and Section 349(b)(3) of the Bankruptcy Code will not apply to the property of the estate which is the subject of the Order. Time is of the essence in closing the Transactions, and the Court expressly finds that there is no just reason for delay in the implementation of the Order and that the closing can occur immediately upon entry of the Order. Accordingly, the stay of orders authorizing the use, sale, or lease of property as provided for in Bankruptcy Rule 6004(h) will not apply to the Order, and the Order is immediately effective and enforceable. From the proceeds of the sale authorized, the Debtors shall, as their interests appear on the definitive Closing Statement for the sale of the Property: a. pay liens for unpaid ad valorem taxes assessed against the Property through the closing of the sale; b. pay all usual, customary, and reasonable costs associated with the sale as agreed in the Sale Documents (including the Broker's commission); c. pay to JP Morgan Chase Bank, National Association, as its interests lie, the total amount of its claims against the Property, as definitively calculated at closing, all in full satisfaction of its resulting liens; d. pay to the Debtors' undersigned attorneys at the closing the remaining proceeds, with all of such remaining proceeds to be held by the Debtors' undersigned attorneys in escrow pending further order of the Court. Within three business days after the entry of the Order, the Debtors' counsel will serve a copy of the Order on (a) the Office of the United States Trustee; (b) the Respondents; (c) other parties who have requested notice or copies of such matters in the Bankruptcy Case; and (d) all other creditors and parties-in-interest in the Bankruptcy Case. Tommie J. Lingenfelter and Judith R. Lingenfelter sought Chapter 11protection (Bankr. M.D. Ga. Case No. 17-51934) on Sept. 5, 2017. The Debtors tapped David L. Bury, Jr., Esq., at Stone & Baxter, LLP, as counsel. On Feb. 23, 2018, the Court appointed Independent Realty of Central Georgia, Inc., doing business as Washburn & Associates, as broker. TRIAD WELL: Unsecureds to Get $50K in Quarterly Payments -------------------------------------------------------- Triad Well Service, LLC, filed a disclosure statement to accompany its chapter 11 plan of reorganization. The Company was created in late 2013 by Mr. Michael T. Kramer to take advantage of the ongoing activity in the production of oil in shale fields, which are prevalent in South Texas around Laredo. Class 2 under the plan consists of the allowed unsecured claims. The Debtor believes the claims in this Class will total $1,200,000. However, many of the claims may well be objected to by the Debtor. Class 2 claimants will be paid $50,000 on a quarterly basis in pro-rata quarterly payments by the Debtor commencing 60 days after the Effective Date. The Debtor's business is able to pay its creditors pursuant to the Plan, excluding extraordinary expenses associated with this Chapter 1 1 case, the Debtor has shown a small profit. The operating profit from the date of filing (Jan. 15, 2018 through July, 2018), before interest, depreciation and extraordinary items, is approximately $249,226.19, The cash flow projections are positive, and enough cash reserve is planned to ensure that all creditors will be paid per the terms of the Plan of Reorganization. The Plan Proponent believes that the Plan is feasible. All payments under the Plan are to be made out of assets already on hand or reasonably anticipated from continued operation of the Property. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txsb18-30150-35.pdf About Triad Well Triad Well Service is a service supplier that administers both support and products to the oil and gas industry. The company provides its customers with products and services that will enhance well production, and prevent common ongoing and future complications. Located in Houston, Texas, Triad has a worldwide outlook and can arrange for the global shipping and servicing of its products. Recently, the company's main focus has been servicing the Eagle Ford basin with a predominant emphasis in paraffin control. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 18-30150) on Jan. 15, 2018, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Michael T. Kramer, president. Judge Jeff Bohm presides over the case. Richard L. Fuqua, II, Esq., at Fuqua & Associates, P.C., serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee on March 6 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Triad Well Service, LLC. TYSON ENTERPRISES: Case Summary & 5 Unsecured Creditors ------------------------------------------------------- Debtor: Tyson Enterprises, Inc. 2176 Cobb Parkway, NW Kennesaw, GA 30152-3674 Business Description: Tyson Enterprises, Inc. is a lessor of real estate based in Kennesaw, Georgia. Chapter 11 Petition Date: October 1, 2018 Case No.: 18-66579 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: John K. Rezac, Esq. TAYLOR ENGLISH DUMA LLP 1600 Parkwood Circle, Suite 200 Atlanta, GA 30339 Tel: 678-336-7195 Fax: (770) 434-7376 Email: jrezac@taylorenglish.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald G. Tyson, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/ganb18-66579.pdf UNIQUE VENTURES: Taps Ross M. Babbitt as Litigation Counsel ----------------------------------------------------------- Albert's Capital Services LLC, the plan administrator of Unique Ventures Group LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Ross M. Babbitt Co., LPA, as its special litigation counsel. The firm will assist the plan administrator in pursuing Chapter 5 actions, including insider litigation claims. Babbitt Co. will receive a fee of 33% of the proceeds of any settlement entered into with any party if the settlement is consummated in advance of the filing of a lawsuit. Meanwhile, the firm's fee will be 40% of any settlement entered into with, or recovered against, any party if that settlement or recovery follows the filing of a complaint. Babbitt Co. has no connection with the plan administrator, the Debtor's estate, creditors or any "party in interest," according to court filings. The firm can be reached through: Ross M. Babbitt, Esq. Ross M. Babbitt Co., LPA 1382 W. 9th Street, Suite 220 Cleveland, Ohio 44113 Telephone: 216-623-6346 Email: rbabbitt@babbitt-lawfirm.com About Unique Ventures Unique Ventures Group, LLC, based in Pittsburgh, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-20526) on Feb. 13, 2017. Unique Ventures owns 28 Perkins Restaurant & Bakery locations in Pennsylvania and Ohio. Unique may have an interest in 10 Burger Kings, all in Ohio, through a related entity, according to a Pittsburgh Business Times report. The petition was signed by Eric E. Bononi, receiver, CEO and CRO. The Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Thomas P. Agresti presides over the Chapter 11 case. Unique Ventures hired Leech Tishman Fuscaldo & Lampl, LLC, and RudovLaw as counsel. It also hired Scott M. Hare, Attorney at Law, to provide legal advice on litigation-related issues. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 2, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Unique Ventures Group, LLC. The Committee hired Whiteford Taylor & Preston, as counsel, and Albert's Capital Services, LLC, as financial advisor. The Acting United States Trustee appointed M. Colette Gibbons, Esq., as the Chapter 11 Trustee for Unique Ventures Group. The Trustee is represented by Scott N. Opincar, Esq., and Michael J. Kaczka, Esq., at McDonald Hopkins, LLC. On February 1, 2018, Albert's Capital Services, LLC, the plan administrator, was appointed following confirmation of the second amended Chapter 11 plan by order dated January 24, 2018. UNISON ENVIRONMENTAL: Bank Seeks Rejection of Plan Outline ---------------------------------------------------------- Secured creditor Bank of Cleveland filed an objection to Unison Environmental Service, LLC's disclosure statement in connection with its chapter 11 plan. The bank complains that the disclosure statement does not identify the specific assets of the debtor nor the factual basis for the value assigned to those assets. There is no explanation as to whether the valuation of assets includes the adjacent 34 acres currently under option nor what debtor believes is the value of the optioned property separate from the existing landfill. The disclosure statement fails to mention the debtor is currently operating without the required permit from the state of Alabama and no information is given regarding the status of efforts to have that permit reissued nor the expense debtor would incur for any remaining work and the time frame for completion of such work. There is also no specific information whatsoever as to how debtor will increase ". . . the margins out of the existing revenue streams and/or diversifying and monetizing new revenue streams . . ." How debtor will accomplish this and the specific financial ramifications need to be disclosed. Accordingly, Bank of Cleveland contends that the Court should deny conditional approval of debtor's disclosure statement. A copy of the Bank's Objection is available at: http://bankrupt.com/misc/tneb1-18-10113-127.pdf Counsel for Bank of Cleveland: Thomas L. N. Knight, BPR#1072 Attorneys for Bank of Cleveland P O Box 11583 Chattanooga, TN 37401-2583 (423) 267-1158 (423) 265-8707 Fax About Unison Environmental Service Unison Environmental Services, LLC, provides waste treatment and disposal services. The company's principal assets are located at 6315 12th Ave East Tuscaloosa, AL 35405. Unison Environmental Services filed a Chapter 11 (Bankr. E.D. Tenn. Case No. 18-10113) on Jan. 11, 2018. In the petition signed by Jefferson Knox Horner, chief manager, the Debtor estimated $1 million to $10 million in total assets and liabilities. Judge Shelley D. Rucker presides over the case. David J. Fulton, Esq., at Scarborough & Fulton, is the Debtor's counsel. UNIVISION COMMUNICATIONS: Bank Debt Trades at 3% Off ---------------------------------------------------- Participations in a syndicated loan under which Univision Communications Incorporated is a borrower traded in the secondary market at 96.53 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.61 percentage points from the previous week. Univision Communications pays 275 basis points above LIBOR to borrow under the $4.475 billion facility. The bank loan matures on March 15, 2024. Moody's rates the loan 'B2' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. VERITAS SOFTWARE: Bank Debt Trades at 4% Off -------------------------------------------- Participations in a syndicated loan under which Veritas Software is a borrower traded in the secondary market at 96.07 cents-on-the-dollar during the week ended Friday, September 21, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.26 percentage points from the previous week. Veritas Software pays 450 basis points above LIBOR to borrow under the $1.933 billion facility. The bank loan matures on January 27, 2023. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, September 21. VERTIV INTERMEDIATE: Moody's Lowers CFR to B3, Outlook Negative --------------------------------------------------------------- Moody's Investors Service downgraded Vertiv Intermediate Holding Corporation ratings, including the Corporate Family Rating to B3 from B2, the Probability of Default Rating to B3-PD from B2-PD, and the PIK global notes due 2022 to Caa2 from Caa1. At Vertiv Group Corporation, Moody's downgraded senior secured term loan rating to B1 from Ba3 and the senior unsecured rating to Caa1 from B3. The ratings outlook is negative. RATINGS RATIONALE The ratings reflect expectations for continued high leverage after multiple years of restructuring efforts and charges, the benefits from which have been slow to materialize. Moreover, while the company's liquidity position remains adequate, its cash flow generation has been below Moody's expectations. In the first half of 2018, negative free cash flow totaled over $200 million (defined by Moody's as cash from operations less capital expenditures less dividends). Moody's anticipates more than $30 million additional negative free cash flow in the second half of 2018 in part to fund further operational initiatives. Vertiv's CFR of B3 considers its high financial leverage, with debt/EBITDA (after Moody's standard adjustments) projected to be over 7.5 times for 2019, and a history of aggressive financial policies including dividends paid while the company was still undertaking costly restructuring initiatives. With recent M&A activity and further operational initiatives, debt/EBITDA could rise even further over the next few years, particularly if restructuring costs are not substantially reduced or if earnings from acquisitions were to underperform. However, the rating is supported by the company's large scale (with about $4 billion of revenue) with the potential for cost controls, and a solid market position with generally steady long-term market dynamics for Vertiv's focus on data centers. Although organic revenues contracted thus far in 2018, Vertiv typically experiences sales volatility owing to large project-related orders. As of June 30, 2018, the company's backlog reached an all-time high of $1.5 billion suggesting better revenue traction ahead. Moody's anticipates revenue growth in the low single digit range over the next few years. The company has been aggressive in its financial policy with two debt-funded acquisitions at the end of 2017 for a total of $260 million, funded with the $325 million incremental term loan (and closed in the fourth quarter of 2017 and the first quarter of 2018). Furthermore, the company paid two dividends to its sponsor since the November 2016 buy-out, one funded with debt, the other from divestiture proceeds. Liquidity is adequate as Moody's anticipates a reversal to positive free cash flow in 2019, and sufficient availability on the revolver with no material debt maturities for some time. The secured debt rating of B1, at two notches above the CFR, reflects the priority position relative to the unsecured claims and that the debt is secured by substantially all assets. The senior unsecured rating at Caa1 is one notch below the CFR. The PIK notes at Caa2 are issued at the holding company level, without any upstream guarantees. The negative outlook reflects uncertainty as to the timing and degree to which Vertiv can achieve stable earnings growth and positive free cash flow through 2019, which will be important to keeping financial leverage from increasing further. Moody's expects only modest organic revenue growth over the next few years, which means that earnings growth upon which deleveraging is predicated will be highly reliant on the realization of margin improvement from current operational initiatives as well as on timely and substantial contributions from acquisitions. The ratings could be downgraded if restructuring costs continue or if liquidity deteriorates due to persistent negative free cash flow generation or increasing drawings on the revolving credit facility. Ratings could also be downgraded if Moody's expects debt/EBITDA continuing above 7x, EBITDA to interest below 1x. A ratings upgrade is unlikely considering the current high leverage and uncertainty around improvement in the company's cost structure and restoration of positive free cash flow. However, the ratings could be upgraded if the company establishes a track record of stable earnings and free cash flow generation, and Moody's expects debt/EBITDA below 5.75x on a sustainable basis, EBITDA to interest above 2x, and free cash flow to debt sustained over 2%. Downgrades: Issuer: Vertiv Group Corporation Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3) from Ba3 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD5) from B3 (LGD5) Issuer: Vertiv Intermediate Holding Corporation Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD6) from Caa1 (LGD6) Outlook Actions: Issuer: Vertiv Group Corporation Outlook, Remains Negative Issuer: Vertiv Intermediate Holding Corporation Outlook, Remains Negative Vertiv Intermediate Holding Corporation, headquartered in Columbus, Ohio, provides power and thermal management equipment as well as monitoring services used in data centers, communication networks, and commercial and industrial environments. The company is 85% owned by entities of Platinum Equity. Through the last twelve months ending June 30, 2018, sales from continuing operations were $4 billion. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. VIDANGEL INC: May Enter Into Premium Financing Pact With CPF ------------------------------------------------------------ The Hon. Kevin R. Anderson of the U.S. Bankruptcy Court for the Utah has entered an order authorizing VidAngel, Inc., to enter into commercial insurance premium finance and security agreement with Capital Premium Financing, Inc. Under the Agreement, the Debtor will provide adequate protection of CPF's interests in the bankruptcy case. The Debtor is authorized and directed to timely make all payments due under the loan agreement with CPF and CPF is authorized to receive and apply the payments to the indebtedness owed by the Debtor to CPF as provided in the Loan Agreement. In the event that the Debtor does not make any of the payments under the Loan Agreement as they become due, the automatic stay will automatically lift to enable CPF and third parties, including insurance companies providing the protection under the policies, to take all steps necessary and appropriate to cancel the policies, collect the collateral and apply the collateral to the indebtedness owed to CPF by the Debtor. To provide its services, the Debtor must maintain adequate insurance coverage, including director's and officer's insurance coverage. To provide adequate insurance coverage, the Debtor sought court authorization to enter into the Loan Agreement with CPF for financing of the Debtor's various insurance policies. Pursuant to the Loan Agreement, CPF will provide financing to the Debtor for the purchase of various insurance policies providing, including coverage for director's and officer's coverage, general liability, and error and omissions, all of which are essential for the operation of the Debtor's business. Under the Loan Agreement, the Debtor pays CPF a total of $38,446.80 in 10 monthly installments of $3,844.68 each. The first payment under the Loan Agreement is due on Sept. 19, 2018, and the subsequent payments are due on or about the 19th of each succeeding month. As collateral to secure the repayment of the indebtedness due under the Loan Agreement, the Debtor grants CPF a security interest in, among other things, the unearned premiums of the Policies. The Loan Agreement also includes a choice of law provision that provides that the law of Kansas governs the transaction, and the Debtor appoints CPF as its attorney-in-fact with the irrevocable power to cancel the policies and collect the unearned premium in the event Debtor is in default of its obligations under the Loan Agreement. The Debtor believes that the terms of the Loan Agreement is commercially fair and reasonable. Without insurance, the Debtor would be forced to cease operations. Copies of the court order and the Debtor's request are available at: http://bankrupt.com/misc/utb17-29073-216.pdf http://bankrupt.com/misc/utb17-29073-207.pdf About VidAngel Inc. VidAngel is an entertainment platform empowering users to filter language, nudity, violence, and other content from movies and TV shows on modern streaming devices such as iOS, Android, and Roku. The company's newly launched service empowers users to filter via their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as well as enjoy original content produced by VidAngel Studios. Its signature original series, Dry Bar Comedy, now features the world's largest collection of clean standup comedy, earning rave reviews from fans nationwide. VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal Harmon, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Kevin R. Anderson presides over the case. J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as bankruptcy counsel to the Debtor. The Debtor hired Durham Jones & Pinegar and Baker Marquart LLP as its special counsel; and Tanner LLC as its auditor and advisor. The Debtor also hired economic consulting expert Analysis Group, Inc. The Debtor tapped Stris & Maher LLP as special counsel in the Debtor's Appellate Case. VISITING NURSE: PCO Taps Perkins Coie as Legal Counsel ------------------------------------------------------ The patient care ombudsman appointed in the Chapter 11 case of Visiting Nurse Association of the Inland Counties seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel. Jerry Seelig proposes to employ Perkins Coie LLP to provide legal services in connection with the Debtor's Chapter 11 case. The hourly rates range from $300 to $1,100 for lawyers and from $125 to $350 for paralegals. Bradley Cosman, Esq., the attorney primarily responsible for representing the PCO, charges $520 per hour. Perkins Coie is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Bradley A. Cosman, Esq. Sara L. Chenetz, Esq. Perkins Coie LLP 1888 Century Park East, Suite 1700 Los Angeles, CA 90067-1721 Telephone: 310.788.9900 Facsimile: 310.788.3399 E-mail: BCosman@perkinscoie.com E-mail: schenetz@perkinscoie.com About Visiting Nurse Association of the Inland Counties Visiting Nurse Association of the Inland Counties -- http://www.vnacalifornia.org/-- is a not-for-profit organization that provides health, palliative and hospice services when in-home care is needed or preferred. It offers a full continuum of care for patients, including home health, hospice and bereavement services. The company is headquartered in Riverside, California, with patient care centers in Palm Desert and Murrieta. Visiting Nurse Association of the Inland Counties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-16908) on August 15, 2018. In the petition signed by Bruce Gordon, corporate controller, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Mark D. Houle presides over the case. The Debtor tapped The Turoci Firm as its legal counsel. On Sept. 13, 2018, the U.S. trustee appointed Jerry Seelig as patient care ombudsman in the Debtor's case. VISITING NURSE: PCO Taps Seelig+Cussigh as Consultant ----------------------------------------------------- Jerry Seelig, the patient care ombudsman appointed in the Chapter 11 case of Visiting Nurse Association of the Inland Counties, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire his own firm as consultant. The PCO proposes to employ Seelig+Cussigh HCO LLC to assist him in assessing patient care; help maintain the privacy of confidential patient information; assist in completing reports and pleadings for the court; review inventory and records and conduct interviews regarding the availability of and the use of needed medical supplies and other materials required for resident care; and provide other legal services. The firm will charge these hourly rates: Jerry Seelig $335 Charles Hicks RN $225 Karen Lapcewich $225 Seelig+Cussigh is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. About Visiting Nurse Association of the Inland Counties Visiting Nurse Association of the Inland Counties -- http://www.vnacalifornia.org/-- is a not-for-profit organization that provides health, palliative and hospice services when in-home care is needed or preferred. It offers a full continuum of care for patients, including home health, hospice and bereavement services. The company is headquartered in Riverside, California, with patient care centers in Palm Desert and Murrieta. Visiting Nurse Association of the Inland Counties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-16908) on Aug. 15, 2018. In the petition signed by Bruce Gordon, corporate controller, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Mark D. Houle presides over the case. The Debtor tapped The Turoci Firm as its legal counsel. On Sept. 13, 2018, the U.S. trustee appointed Jerry Seelig as patient care ombudsman in the Debtor's case. W RESOURCES: Hall & Hall Auction of Granite Property Approved ------------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized W Resources, LLC to sell the real estate located in the County of Granite, Montana, consisting of approximately 5,748 acres, more or less, at a public auction to be conducted by Hall and Hall Partners, LLP. A hearing on the Motion was held on Sept. 24, 2018. The employment of Hall and Hall Partners as its brokers and auctioneers pursuant to the Agreement for Sale of Real Estate at Public Auction is approved and the Debtor is authorized to execute the Agreement. A copy of the Agreement for Sale of Real Estate at Public Auction attached to the Order is available for free at: http://bankrupt.com/misc/W_Resources_165_Order.pdf Under the terms and conditions set forth in the order and the Agreement, the Debtor and Hall and Hall are authorized to auction the following property: a. (w) the "Lord Ranch" tract, with roughly 2,690 deeded acres, and the "Buchanan Ranch" tract, with roughly 3,058 deeded acres, each more fully described in Exhibit B, both in whole and in part; (x) the associated State grazing lease on Section 16, Township 5N, Range 14W (permit #3060364) that will be assumed by the Debtor and assigned to the Purchaser; and (y) all water rights of any type associated therewith, including without limitation, those certain shares in Rock Creek Ditch and Flume Co. (10,250 shares in 11/2014 (5750 Shares plus 4500 Shares)) and 27,180 units in Flint Creek Water Users' Association; b. the "Ranch House" tract, with less than 40 acres and a residence, more fully described in Exhibit B, in whole and not in part, and which will be sold subject to a reserve price of $545,000; and c. movable property being sold with the Warren Peak Ranch comprising: (a) John Deere 6150 tractor, (b) Honda ATV, (c) branding certificate (lazy j bar 0), and (d) all work done by Miller Architects including materials stored on site, all to be sold subject to a reserve price to be determined by the Debtor. The Debtor is authorized to enter into a pre-auction purchase agreement for the entirety of the Property with a purchase price of at least $10,315,000, with at least $580,000 of the gross purchase price allocated to the Ranch House, a break-up fee of $100,000 and other terms acceptable to the Debtor, in consultation with all holders of secured claims against all or a portion of the Property allowed, should it deem advisable in the exercise of its business judgment. The Debtor is further authorized to enter into a pre-auction purchase agreement with the holder of a secured claim allowed with regard to its collateral in an amount equaling (y) the amount of the creditor's debt encumbering the particular collateral and (z) all sums due for the relevant Allowed Surcharge, with no break-up fee, deposit or buyer's premium. These items will be paid at closing from the purchase price and without further order of the court as a surcharge: a. the title policy fee for the particular property; b. the Debtor's portion of any unpaid property taxes and assessments affecting the particular property; c. a 50% carve-out in favor of the Estate from the Purchase Price of the particular property; d. any brokerage fees and costs due under the Agreement affecting the particular property under the Agreement; and e. other ordinary and necessary costs of closing not to exceed the sum of $10,000 affecting the particular property. After payment of the items set forth, the remaining proceeds of the Sale will be paid to the relevant holder of a secured claim allowed, or, should there be none, deposited and held in the IOLTA account of the Debtor's counsel, without interest, pending further order of the Court. Any and all Liens and Claims of any nature, including those listed, affecting the property sold free and clear pursuant to the Order are referred and will attach to the proceeds of the sale of the property. That certain State grazing lease on Section 16, Township 5N, Range 14W (permit #3060364) for the State of Montana is assumed by the Debtor and assigned to the Purchaser(s) of the Ranch Property with no cure payment. The order will be immediately effective and executory upon entry on the docket of the record of the case, and the 14-day stay provided by Fed. R. Bankr. P. 6004(h) is abrogated and waived. Upon the closing of the sale of the Purchased Assets, the counsel for the Debtor immediately will file a notice in the record of the Bankruptcy Court stating that the closing of the sale of the Property has occurred and specifying the date of the closing. About W Resources W Resources, LLC, is a privately-owned company in Baton Rouge, Louisiana, engaged in activities related to real estate. It is a holding company with a diverse set of raw and recreational land, farming and hunting operations, an aircraft hangar, oil and gas interests, and equity-based interests. W Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager, the Debtor estimated assets and liabilities of $50 million to $100 million. The Debtor hired Stewart Robbins & Brown, LLC, as its legal counsel. Horne LLP serves as accountant. Hall and Hall Partners, LLP is appointed as brokers and auctioneers. W&T OFFSHORE: Moody's Hikes CFR to B3 & Rates Sec. Notes B3 ----------------------------------------------------------- Moody's Investors Service upgraded W&T Offshore, Inc.'s (W&T) Corporate Family Rating to B3 from Caa2 and its Probability of Default Rating to B3-PD from Caa2-PD. Concurrently, Moody's assigned a B3 rating to W&T's proposed $625 million of senior secured second lien notes. Moody's upgraded the Speculative Grade Liquidity rating to SGL-2 from SGL-3. The rating outlook is stable. The upgrade of W&T's CFR reflects its proposed refinancing to extend the company's debt maturity profile. This transaction will alleviate near-term refinancing risks, improve liquidity, and increase financial flexibility, which will better position the company to execute on its operating plans and growth strategies. Following an extended period of production declines in recent years as the company reduced capital expenditures, demonstrating profitable production growth while growing proved developed reserves through a disciplined exploration and development program while sustaining good liquidity will be important to improve creditworthiness. Upgrades: Issuer: W&T Offshore, Inc. Corporate Family Rating, Upgraded to B3 from Caa2 Probability of Default Rating, Upgraded to B3-PD from Caa2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Assignments: Issuer: W&T Offshore, Inc. Senior Secured Second Lien Notes, Assigned B3 (LGD4) Outlook Actions: Issuer: W&T Offshore, Inc. Outlook, Remains Stable W&T's existing instrument ratings remain unchanged and will be withdrawn upon completion of the refinancing. RATINGS RATIONALE W&T's B3 CFR reflects its geographic concentration, a short reserves life, significant investment requirements, and meaningful plugging and abandonment liabilities. The company benefits from low basis differentials, a production mix that includes a meaningful portion of liquids (roughly 50%), and positive free cash flow. During 2018, the company established a joint venture which supports its exploration activities while lowering its capital expenditure needs and reducing its risk exposure. While leverage is modest as measured by debt to average daily production, it is high as measured by debt-to-proved developed (PD) reserves. The company's scale is modest as measured by average daily production for the twelve months ended June 30, 2018 of 37 Mboe/d. The company has a high proportion of PD reserves but also a short reserves life which requires significant reinvestment. The company's activities in the US Gulf of Mexico (GOM) result in large plugging and abandonment liabilities, and also exposes the company to local factors including weather-related interruptions from hurricanes and others storms. Notwithstanding geographic concentration, the company has a long operating history and track record of exploration activity in the GOM. The new revolver credit agreement is anticipated to require the company to hedge at least 50% of its PDP reserves for eighteen months, which will partially protect earnings and cash flow from commodity price volatility. The SGL-2 liquidity rating reflects Moody's expectation that W&T will maintain good liquidity supported by cash on the balance sheet, free cash flow, and revolver availability. W&T is issuing the new bonds in conjunction with a new $250 million borrowing base RBL revolving credit facility (unrated) to refinance existing debt. On September 25, the company announced it has entered into an agreement to sell its ownership in overriding royalty interests in the Permian Basin for about $57 million. Initial revolver borrowings to support the refinancing transaction are anticipated to be roughly $70 million (assuming a concurrent closing of the asset sale). The $250 million RBL revolver expires in 2022. The revolver is anticipated to have a typical provision for a springing maturity if debt matures inside of this date though Moody's does not expect this to be applicable. The company expects about $65 million in tax refunds to be applied toward repayment of initial revolver borrowings which would provide further support to liquidity. W&T's $625 million of senior secured second lien notes due 2023 are rated B3, which is the same level as the CFR. These notes have a junior lien on the collateral relative to the $250 million revolver. Given the asset coverage of debt, Moody's views the B3 rating assigned as more appropriate than the rating indicated by Moody's Loss Given Default Methodology based on higher recovery expectations in a distress scenario. The stable outlook reflects Moody's expectation that W&T will generate significant free cash flow over the next 12-18 months as it executes on its plans for production growth while maintaining good liquidity. Factors that could lead to an upgrade include successful execution on profitably growing production; growth in PD reserves and debt-to-PD reserves declining to around $10; maintaining good liquidity; and retained cash flow (RCF)-to-debt above 35%. Factors that could lead to a downgrade include a meaningful decline in production; deterioration in liquidity; or EBITDA/interest below 3x. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. W&T, headquartered in Houston, Texas, is a publicly-traded independent exploration and production company operating offshore in the GOM. Tracy Krohn, the company's chairman and CEO, is the company's largest shareholder with an ownership stake of about one third. WATERS GROUP: Case Summary & 8 Unsecured Creditors -------------------------------------------------- Debtor: The Waters Group, LLC Post Office Box 727 Allenhurst, GA 31301 Business Description: The Waters Group, LLC is a real estate agency that owns in fee simple 34 real properties, in Hinesville, Midway, Liberty County, and Allenhurst, Georgia, having an aggregate current value of $4.75 million. Chapter 11 Petition Date: October 1, 2018 Case No.: 18-41425 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Judge: Hon. Edward J. Coleman III Debtor's Counsel: James L. Drake, Jr., Esq. JAMES L. DRAKE, JR. PC P.O. Box 9945 Savannah, GA 31412 Tel: 912-790-1533 E-mail: jdrake@drakefirmpc.com Total Assets: $7,784,189 Total Liabilities: $1,853,396 The petition was signed by Dennis A. Waters, Jr., managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at: http://bankrupt.com/misc/gasb18-41425.pdf WAYMAN LAND: Taps Ken McCartney as Legal Counsel ------------------------------------------------ Wayman Land & Livestock, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to hire The Law Offices of Ken McCartney, P.C. as its legal counsel. The firm will provide legal services in connection with the Debtor's Chapter 11 case. Ken McCartney, Esq., the attorney who will be handling the case, charges an hourly fee of $365. He does not normally bill for staff although for labor-intensive activities, he does charge $95 per hour for paralegal staff. Mr. McCartney neither represents nor holds any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Ken McCartney, Esq. The Law Offices of Ken McCartney, P.C. P.O. Box 1364 Cheyenne, WY 82003 Tel: (307) 635-0555 Fax: 307-635-0585 Email: bnkrpcyrep@aol.com About Wayman Land & Livestock LLC Wayman Land & Livestock, LLC, is a privately-held company engaged in cattle ranching and farming. Wayman Land & Livestock sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20769) on September 25, 2018. In the petition signed by Richard Kehoe Wayman, member, the Debtor disclosed $4,799,580 in assets and $2,951,915 in liabilities. Judge Cathleen D. Parker presides over the case. WILLIAMS WORLDWIDE: Case Summary & 9 Unsecured Creditors -------------------------------------------------------- Debtor: Williams Worldwide Shipping & Trading, Inc. 1177 Utica Avenue Brooklyn, NY 11203 Business Description: Williams Worldwide Shipping & Trading, Inc. is a privately held company in Brooklyn, New York, in the freight forwarding service business. Chapter 11 Petition Date: October 1, 2018 Case No.: 18-45676 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Karamvir Dahiya, Esq. DAHIYA LAW OFFICES, LLC 75 Maiden Lane, Suite 506 New York, NY 10038 Tel: (212)766-8000 Fax: (212)766-8001 E-mail: karam@bankruptcypundit.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michelle Williams, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb18-45676.pdf [*] AlixPartners Enters Into Agreement to Acquire Zolfo Cooper -------------------------------------------------------------- AlixPartners, the global consulting firm, on Sept. 27, 2018, disclosed that it has entered into an agreement to acquire independent financial advisory and interim management firm Zolfo Cooper. The proposed transaction follows AlixPartners' successful acquisition of Zolfo Cooper's European franchise in February 2015 and will further bolster the firm's turnaround and restructuring credentials. All of Zolfo Cooper's Managing Directors and staff, based in New York and Los Angeles, will join AlixPartners, with the majority in its Turnaround and Restructuring (TRS) practice. Upon completion of the transaction, it is AlixPartners' intent that the Zolfo Cooper brand will be retired from the international restructuring marketplace. The transaction is subject to customary closing conditions, including regulatory approval, and is expected to close in the fourth quarter. The integration of the Zolfo Cooper professionals swells the ranks of AlixPartners' global TRS team to some 350 senior professionals, including 66 Managing Directors. The combined team has worked on some of the most complex, high-stakes and prestigious restructuring assignments in recent years, including Avaya Holdings, Caesars Entertainment Operating Company, Kodak, the Official Committee of Unsecured Creditors of the Commonwealth of Puerto Rico, Sabine Oil & Gas Corporation, and Westinghouse Electric Company. Upon completion, Joff Mitchell, Managing Partner of Zolfo Cooper, will join Lisa Donahue as joint head of the AlixPartners Global TRS practice. Axel Schulte will remain in his current global role, while Jim Mesterharm and Simon Appell continue to serve as co-leaders of the TRS Americas and TRS EMEA practices, respectively. Simon Freakley, Chief Executive Officer, AlixPartners commented: "Having known many of the Zolfo Cooper leaders for over 20 years, I have had the opportunity to observe the exceptional quality of their work. Their skills and culture are an excellent fit with AlixPartners and this transaction reflects our strategy of identifying high-impact, tuck-in acquisitions which deliver our clients immediate value while adding to our top quality talent base. As we continue to build our business by helping our clients contend with the most complex of problems, we will continue to identify and evaluate such opportunities across all areas of our global business. In the meantime, I am delighted to welcome the Zolfo Cooper team to AlixPartners." Joff Mitchell, Managing Partner, Zolfo Cooper, added: "Joining AlixPartners is a terrific event for those who matter most to our firm, our clients and our people. Bringing together two of the most recognized players in our industry means that collectively we will be able to offer our clients a broader and deeper range of skills and experience than ever before. For our people, joining AlixPartners affords access to the significant personal and career development opportunities available only at such a global and multi-faceted organization. We are exceptionally proud of what we have achieved as a market-leading boutique business, and now look forward to joining a larger organization with whom we have so much in common." "I am thrilled about what this transaction means for AlixPartners and the TRS practice, and I am very much looking forward to seeing the opportunities that it will create for both our people and our clients," said Lisa Donahue, Global Leader of AlixPartners' TRS Practice. "This is an exciting time in the history of the firm. It's not every day that you have an opportunity to combine two world class restructuring practices, and we feel tremendously fortunate to be in a position to make this happen." Willkie Farr & Gallagher LLP acted as legal counsel to AlixPartners, and Wollmuth Maher & Deutsch LLP as legal counsel to Zolfo Cooper. About Zolfo Cooper Zolfo Cooper -- http://www.zolfocooper.com/-- is one of the world's leading financial advisory and interim management firms, dedicated to providing restructuring leadership to companies and their stakeholders. With offices in New York and Los Angeles, and affiliates around the world, Zolfo Cooper professionals have been helping clients successfully manage their most complex, high-stakes business challenges since 1985. About AlixPartners AlixPartners -- http://www.alixpartners.com/-- is a results-driven global consulting firm that specializes in helping businesses successfully address their most complex and critical challenges. Its clients include companies, corporate boards, law firms, investment banks, private equity firms, and others. Founded in 1981, AlixPartners is headquartered in New York, and has offices in more than 20 cities around the world. ********* 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. 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