/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181128.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, November 28, 2018, Vol. 22, No. 331 Headlines 18 AUDUBON PLACE: Bid to Stay Portions of Eviction Order Junked ACI CONCRETE: May Continue Using Cash Collateral Through January 31 ACIS CAPITAL: Taps Mark Froeba as Expert Witness ADVANCE LAWN: Dec. 27 Plan Confirmation Hearing AESTHETIC DENTISTRY: Case Summary & 20 Largest Unsecured Creditors AL THERAPY: Has Authority to Use Cash Collateral on Interim Basis AMERICAN WEST: Jan. 8 Plan Confirmation Hearing AMERIFLEX ENGINEERING: Dec. 12 Plan Confirmation Hearing ANTONETTE'S OF EAST HILLS: Taps Maltz Auctions as Auctioneer BACHI BURGER: Modifies Proposal on Cash Collateral Use BLACK ELK: Court Disallows Member Claimants Proofs of Claim BLOCPLAY ENTERTAINMENT: Delays Filing of Financial Statements BROOKFIT VENTURES: Seeks Authority to Use West Star & RV Now Cash BROOKLYN BUILDINGS: Taps Corcoran Group as Real Estate Broker C2R GLOBAL: Taps Quarles & Brady as Special Counsel CANDLE CONNECTION: Court Approves Disclosure Statement CELLECTAR BIOSCIENCES: J. Friend Quits as Chief Medical Officer CIP INVESTMENT: Taps Anderson Company as Broker CIP INVESTMENT: Taps Weitzman Management as Broker CLINTON MAHONEY: Court Awards $60K to Counsel CONVERGEONE HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable CORNERSTONE TOWER: Committee Clawback Suit vs LGF Set for Trial COTY INC: Moody's Lowers Corp. Family Rating to B1, Outlook Neg. CYCLE-TEX INC: Wants to Continue ACC Financing, Use Cash Collatera DJO FINANCE: Parent Will be Acquired by Colfax for $3.15-Bil. Cash DOUBLE L FARMS: Taps Sutton & Simmons as Accountant EASTGATE PROFESSIONAL: D. Rolfes to Advance $100K ELO TOUCH: Moody's Assigns B2 Corp. Family Rating, Outlook Stable ELO TOUCH: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable EMBA TRANSPORTATION: Wants to Obtain Financing, Use Cash Collateral EXPRESSWAY DELIVERIES: Case Summary & 20 Top Unsecured Creditors FAIRBANKS CO: Wants Asbestos Claimants Representative Appointed FLOYD E. SQUIRES: Court Issues Memorandum on Claims Objections GAINESVILLE HOSPITAL: Moody's Upgrades GOULT Debt Rating to Ba1 GALMOR'S/G&G STEAM: KSMI Objects to Disclosure Statement GILES REPLOGLE: Court Tosses FHL Bid to Enforce Dec. 29 Court Order HERTZ GLOBAL: S&P Affirms B+ Issuer Credit Rating, Outlook Stable HOMETOWN HOLDINGS: Voluntary Chapter 11 Case Summary J.P. APARTMENTS: Case Summary & 20 Largest Unsecured Creditors JDJ REALTY: Seeks to Hire Robert Damiano as Accountant LBI MEDIA: Files Chapter 11 Petition to Facilitate Restructuring LE CENTRE: U.S. Bank Secured Claims Deemed Allowed Claims LOS ANGELES TRAINING: Seeks to Hire Sedacca as Accountant MED CARE EMERGENCY: Taps Villeda Law Group as Legal Counsel MEDICAL PROPERTIES: S&P Affirms 'BB+' Issuer Credit Rating MID-ATLANTIC ENERGY: LaraLynn Unsecured Creditors to Get $25K MORRIS AND HADLEY: May Use Cash Collateral on Interim Basis NCL CORP: Moody's Assigns Ba2 Rating on New Secured Loans ORCHIDS PAPER: Creditors Agree to Defer Interest Payments PARHELION LLC: Case Summary & 4 Unsecured Creditors PETROQUEST ENERGY: Dec. 20 Plan Confirmation Hearing PIONEER ENERGY: Joe Freeman Will Retire as SVP of Well Servicing PONCE REAL ESTATE: Voluntary Chapter 11 Case Summary PROTECTO HORSE: Unsecureds to Get $1K Per Year for 5 Years QMACS INC: Unsecured Creditors to Recoup 54% Under Plan R.J. REAL ESTATE: Jan. 8 Hearing on Disclosure Statement RELIANCE MANUFACTURING: Taps Tamarez CPA as Accountant RIVERSTONE UTOPIA: S&P Affirms 'BB-' Rating on $225MM Term Loan B ROBERT WRIGHT: Corbett's to Auction Personal Property ROYAL AUTOMOTIVE: Contributes $1.8MM to Retirement Plan RUBEN JASSO TRUCKING: Selling Up to 19 Commercial Tractors SEAL123 INC: Trust Selling Class Action Claim for $340,000 SHARING ECONOMY: Cancels Proposed Acqusitions of Two Companies SHOOT THE MOON: Court Junks EBF Summary Judgment Bid vs Trustee SINGLETON FOOD: Seeks Authorization to Use UCB Cash Collateral TABERNA PREFERRED: Order Nixing Involuntary Ch. 11 Petition Amended TAJ GRAPHICS: Herzberg Parties Not Creditors in Bankruptcy Case THOMAS DEE ENGINEERING: Case Summary & 20 Top Unsecured Creditors TPE INDUSTRIES: Allowed to Use Cash Collateral on Final Basis TREATMENT CENTER: Taps Genovese Joblove as Special Counsel TSC SNOWDEN: Case Summary & 3 Unsecured Creditors ULTRA PETROLEUM: Gasconade Wins Summary Ruling Bid vs URI, et al. W RESOURCES: Files Chapter 11 Plan of Liquidation WALLER MARINE: Dec. 17 Plan Confirmation Hearing WAYPOINT LEASING: Files for Chapter 11 to Facilitate Asset Sale WHEELCHAIR SALES: Court Rejects Bid to Extend Time to Confirm Plan YORAVI INVESTMENT: March 8 Plan Confirmation Hearing ZAMINDAR PROPERTIES: FB Acquisition Objects to Disclosure Statement [*] Stephen Akers to Lead Therium's London Insolvency Practice ********* 18 AUDUBON PLACE: Bid to Stay Portions of Eviction Order Junked --------------------------------------------------------------- Appellants 18 Audubon Place, LLC Richard Goldenberg and Karen Goldenberg ("Tenants") in the case captioned 18 AUDUBON PLACE, LLC, RICHARD GOLDENBERG, KAREN B. GOLDENBERG, v. SBN V FNBC LLC, et al., Section M (1), Civil Action No. 18-9791 (E.D. La.) filed an emergency motion to stay portions of the bankruptcy court's order of October 16 pending appeal and without posting bond. In relevant part, the bankruptcy court ordered the eviction of Tenants from 18 Audubon Place, New Orleans (the "Property") by no later than Nov. 10, 2018. Upon review, District Judge Barry W. Ashe denies the emergency motion to stay execution of portions of the Order pending appeal and ex parte emergency motion. A stay is a discretionary remedy to be granted or denied within the sound judgment of the district court. To obtain a stay in a district court pending appeal from a bankruptcy court's decision, the appellants bear the burden of establishing each of the following four elements: 1) A likelihood of success on the merits, or, if a serious legal question is involved, a substantial case on the merits and equities weighing heavily in favor of granting the stay; 2) irreparable injury; 3) that the stay will not harm other parties; and 4) that the stay would serve the public interest. Appellants argue that "the appeal presents serious legal issues for which appellants have a substantial case on the merits." In contending that the eviction date was arbitrarily chosen, Appellants ignore that this date was thirty days from the date of the eviction hearing and the bankruptcy court's order of eviction, and was a date chosen in deference to Appellants' own request to afford them sufficient time to vacate the Property. Moreover, Appellants have been living in the home for years without consistent payment of either their mortgage indebtedness or rent. The actions, initially of the Tenants, and later of the Debtor (which is controlled by the Goldenbergs), reflect a cavalier treatment of their creditors. Therefore, Appellants must demonstrate a likelihood of success on the merits of their appeal from the order of eviction. This they cannot do. Appellants argue that SBN did not have standing to request the eviction. Without any elaboration, Appellants say "it is questionable as to whether absent a sale motion filed by the Trustee the Court can grant a portion [that is, the portion asking for eviction] of the Motion requesting sale of the property." The procedural history shows that SBN filed a motion entitled "Motion to (A) Immediately Evict Occupier from Collateral, and (B) Authorize Expedited Section 363 Sales Process, or in the Alternative, to Appoint a Chapter 11 Trustee, or in the Alternative to Terminate Exclusivity Period. As its title accurately reflects, SBN's motion requested various forms of relief, including appointment of a trustee, eviction, and a forced sale of the Property. At the hearing on SBN's motion, the bankruptcy court orally ordered the appointment of a Chapter 11 trustee. The court continued the hearing of SBN's requests for eviction and sale. At the subsequent hearing, the Trustee joined SBN's motion and requested eviction in order to sell the property. Because the Trustee joined SBN's motion to evict, the bankruptcy court found that any question of SBN's standing was moot. The Court holds that it was not clear error or contrary to law for the bankruptcy court to find that the issue of SBN's standing had been mooted when the Trustee effectively moved for eviction and sale by joining SBN's motion. Appellants cite no law for the proposition that the inconveniences and expense of moving out of their home constitutes irreparable injury, but instead, simply urge that failing to grant the stay would render the appeal moot.35 As the bankruptcy court emphasized, however, the Trustee could evict, and has given every indication that he would evict, the Tenants from the Property even in the unlikely event of a successful appeal, because the Trustee has the right to reject even a valid, enforceable lease. Therefore, the Tenants' continued occupation of the Property is not contingent upon a successful appeal. Moreover, any harm to Tenants would be compensable through monetary damages for the balance of the term after rejection. Appellants have not shown irreparable injury, and the bankruptcy court's conclusion to this effect was not clear error or contrary to law. In light of the Tenants' history of default, their present inability to make rent payments, and the Property's deteriorating condition, this Court holds that it was not clear error or contrary to law for the bankruptcy court to find that a stay would expose the creditors to substantial harm. The bankruptcy court said the public interest factor was irrelevant.40 While the public may be served by meaningful appellate review of bankruptcy decisions, the public is also served by meaningful relief to creditors when warranted under the law and facts of a particular case. On the record before this Court, it cannot be said that the public interest is disserved by denying the requested stay relief. Accordingly, Appellants emergency motion to stay execution of portions of the Order pending appeal and ex parte emergency motion for stay are denied. A copy of the Court's Order and Reasons dated Nov. 7, 2018 is available at https://bit.ly/2KrB1CC from Leagle.com. 18 Audubon Place, LLC, Appellant, represented by Douglas Scott Draper -- ddraper@hellerdraper.com -- Heller, Draper, Patrick, Horn & Manthey LLC, Greta Manning Brouphy -- gbrouphy@hellerdraper.com -- Heller, Draper, Patrick, Horn & Manthey LLC, Leslie A. Collins -- lcollins@hellerdraper.com -- Heller, Draper, Patrick, Horn & Manthey LLC & Phillip Wallace , Phillip K. Wallace, Attorney at Law. Richard Goldenberg & Karen B. Goldenberg, Appellants, represented byDouglas Scott Draper, Heller, Draper, Patrick, Horn & Manthey LLC, Greta Manning Brouphy, Heller, Draper, Patrick, Horn & Manthey LLC & Leslie A. Collins, Heller, Draper, Patrick, Horn & Manthey LLC. SNB V FNBC LLC, Appellee, represented by David F. Waguespack -- Waguespack@carverdarden.com -- Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux & Peter J. Segrist -- segrist@carverdarden.com -- Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux. Audubon Place Commission, Inc., Appellee, represented by William L. Mizell, Coleman, Johnson, Artigues & Jurisich, LLC. About 18 Audubon Place 18 Audubon Place, LLC, owns a real property located at 18 Audubon Place New Orleans, LA 70118 valued by the company at $5.2 million. 18 Audubon Place sought Chapter 11 protection (Bankr. W.D. La. Case No. 18-50960) on Aug. 1, 2018. In the petition signed by Richard Goldenberg, member and manager, the Debtor disclosed total assets of $5.80 million and total liabilities of $7.23 million. The case is assigned to Judge Robert Summerhays. On October 4, 2018, David V. Adler, was appointed as the Ch. 11 Trustee of 18 Audubon Place, LLC. The Trustee hired Stewart Robbins & Brown, LLC, as counsel. ACI CONCRETE: May Continue Using Cash Collateral Through January 31 ------------------------------------------------------------------- The Hon. Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas has signed an agreed order (a) authorizing ACI Concrete Placement of Kansas, LLC, and its debtor-affiliates for conditional use of cash collateral through January 31, 2019 (nunc pro tunc to October 15, 2018) and (b) memorializing relief from stay granted effective October 16, 2018. According to the Agreed Order, all other terms and conditions of the prior Cash Collateral Orders will remain in effect, except as modified by the Order. In addition, it also incorporates the provisions of the Order Granting, In Part, Equity Bank's Motion to Prohibit or Condition Use of Cash Collateral. By their express terms, these prior orders granted Debtors use of cash collateral through October 15, 2018, and that Equity Bank would have relief from the automatic stay effective October 16, 2018. Equity Bank has been granted relief from the automatic stay effective October 16, 2018 to proceed with all available legal remedies to enforce its security interest in the Debtors' assets. Through an agreement of the Parties, the Orders will be amended to grant Debtors use of cash collateral through January 31, 2019, and Equity Bank will defer enforcement of its legal remedies through January 31, 2019, upon the condition that the Debtors actively market, sell and close a sale of virtually all of its tangible assets by January 31, 2019. Equity Bank will be paid the net proceeds of sale at closing of the sale to the extent of their allowed or allowable secured claim, net of all principal payments to date. In the event Debtors file a motion for sale of virtually all of their tangible assets on before December 17, 2018, which sale motion provides for the payment of the secured claim of Equity Bank. Equity Bank will file a motion for the Court to determine the allowance and payment of post-petition interest, fees and costs, together with its principal balance, to be paid at closing. The following elements constitute material provisions of the Agreed Order: (1) Letters of intent for sale of virtually all tangible assets of the Debtors, subject only to normal and customary conditions of sale, will be sought by Debtors for presentation to Equity Bank by November 12, 2018. No further efforts toward new buyers will be permitted after November 12, 2018. (2) The buyer will complete due diligence by November 30, 2018, including any inspection and investigation. (3) A definitive Asset Purchase Agreement for sale of tangible assets will be completed by December 15, 2018, the form and contents of which will be approved by Equity Bank. (4) The Debtors will file a motion for sale of tangible assets under 11 U.S.C. Section 363 (the form and contents of which will be approved by Equity Bank) by December 17, 2018. (5) The hearing on the motion for sale of tangible assets will be scheduled to be heard on January 11, 2019, or at such later date as the Court may direct. (6) The closing of the sale of the tangible assets will occur no later than January 31, 2019. (7) The Debtors' employees will be terminated no later than the closing date. (8) All remaining assets will be marshaled, stored, winterized and safeguarded at the Debtors' Spring Hill, Kansas location. During the windup of business activity, the Debtors' employees will transport and deliver the unsold equipment, if any, to the Spring Hill, Kansas location of the Debtors. (9) All business records of the Debtors, including, but not limited to the account ledgers, accounts receivable records, billing records, trial balances, balance sheets, and bank account records will be "mirrored" copies or reproduced by Debtors' employees for the benefit of Equity Bank and will be produced 30 days prior to closing and updated no later than one day prior to closing. (10) The Debtors will continue to make $50,000 monthly adequate protection payments for the months of October, 2018 through January 31, 2019. A full-text copy of the Order is available at: http://bankrupt.com/misc/ksb17-21770-341.pdf About ACI Concrete Placement ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment LLC and KOK Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case Nos. 17-21770 to 17-21774) on Sept. 14, 2017. Matthew Kaminsky, their chief operating officer, signed the petitions. The cases are jointly administered. Founded in 2007, ACI Concrete Placement provides concrete pumping and telebelt material placement. In addition to its traditional concrete placement services, ACI specializes in slip form concrete placement and separate placing booms. It owns a fleet of over 55 machines for slope paving, indoor pumping, and small set up areas, small line and grout pumps and truck mounted conveyors, etc. ACI Concrete is headquartered in Spring Hill, Kansas, with additional locations in Nebraska, Missouri, and Oklahoma. ACI-Kansas is wholly owned by debtor KOK Holdings, LLC. ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a Nebraska Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. KOK is owned by: Lawrence Kaminsky who owns 50% of the company and Matthew Kaminsky who owns 50% of the company. OKK is wholly owned by the Debtor KOK Holdings, LLC. ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete pouring companies in their respective states. OKK serves as the common equipment ownership company for all ACI companies. KOK serves as the parent holding company of the various companies and also functions as the payroll processor for the related ACI companies. The same management structure operates all five Debtors and their operations are centrally located in Spring Hill, Kansas. At the time of the filing, ACI Kansas disclosed $1.06 million in assets and $8.4 million in liabilities. Judge Dale L. Somers presides over the cases. Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the Debtors' bankruptcy counsel. The Debtors hired Duncan Financial Group, LLC as financial consultant; Altus Global Trade Solutions as collection agent; and GlassRatner Advisory & Capital Group, LLC and Tarsus CFO Services, LLC, as consultants. On Nov. 1, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee is represented by Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. ACIS CAPITAL: Taps Mark Froeba as Expert Witness ------------------------------------------------ Robin Phelan, Chapter 11 trustee for Acis Capital Management LP and Acis Capital Management GP LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire a consultant and expert witness. The trustee proposes to employ Mark Froeba, co-founder and independent consultant at PF2 Securities Evaluations, as an expert in the areas of structured finance. Mr. Froeba's hourly rate is $750 for analyzing materials and preparing his expert report and any rebuttal expert reports, and $1,000 per hour for testifying in a deposition or at trial. The retainer fee is $15,000. Mr. Froeba disclosed in a court filing that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Froeba PF2 Securities Evaluations, Inc. 85 Broad Street, 29th Floor New York, NY 10004 About Acis Capital Management Joshua N. Terry, as petitioning creditor, on Jan. 30, 2018, filed an involuntary petition against Acis Capital Management, L.P., thereby initiating the Acis LP bankruptcy case. Mr. Terry also filed an involuntary petition against Acis Capital Management GP, thereby initiating the Acis GP bankruptcy case. On April 13, 2018, after six days of testimony and argument, the Bankruptcy Court entered its findings of fact and conclusions of law in support of orders for relief on the involuntary bankruptcy petitions. Also on April 13, Diane Reed was appointed as interim Chapter 7 trustee for the Debtors' bankruptcy estates. On April 18, the Court entered its order directing that the cases be jointly administered under Case No. 18-30264 (Bankr. N.D. Tex.). The Hon. Stacey G Jernigan presides over the cases. On May 4, 2018, the Chapter 7 trustee filed a motion to convert the cases to Chapter 11. On May 11, the court entered an order granting the motion. On May 14, 2018, the United States Trustee appointed Robin Phelan as Chapter 11 trustee for the Debtors. The trustee hired Forshey & Prostok, LLP as counsel; Winstead PC, as special counsel; and Miller Buckfire & Co., LLC and Stifel, Nicolaus & Co., Inc., each a wholly-owned subsidiary of Stifel Financial Corp., as financial advisor and investment banker. The court has conditionally approved the disclosure statement with respect to the First Amended Joint Plan filed by the Debtors. ADVANCE LAWN: Dec. 27 Plan Confirmation Hearing ----------------------------------------------- Judge Helen E. Burris of the U.S. Bankruptcy Court for the District of South Carolina conditionally approved the disclosure statement explaining Advance Lawn & Landscape, Inc.'s plan of reorganization and scheduled a hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan for December 27, 2018, at 10:30 A.M. Objections to the Disclosure Statement or to confirmation of the Plan must be submitted so as to be received on or before December 20. About Advance Lawn & Landscape Founded in 1999, Advance Lawn & Landscape Inc. -- http://advancelawninc.com-- is a landscaping company located in Spartanburg, South Carolina. Advance Lawn & Landscape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 18-00122) on Jan. 11, 2018. Christopher Baragar, president, signed the petition. At the time of the filing, the Debtor disclosed $422,080 in assets and $1.41 million in liabilities. Judge Helen E. Burris presides over the case. The Debtor hired Skinner Law Firm, LLC as its bankruptcy counsel and Kinard-Barath Tax Group, LLC as its accountant. AESTHETIC DENTISTRY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Aesthetic Dentistry of Charlottesville, PC 900 Gardens Blvd., Suite 600 Charlottesville, VA 22901 Business Description: Aesthetic Dentistry of Charlottesville, PC -- http://www.cvillesmiles.com-- is an owner and operator of a dental clinic in Charlottesville, Virginia. The Clinic specializes in preventive, cosmetic, and restorative dentistry. Chapter 11 Petition Date: November 26, 2018 Court: United States Bankruptcy Court Western District of Virginia (Lynchburg) Case No.: 18-62306 Judge: Hon. Rebecca B. Connelly Debtor's Counsel: Stephan W. Milo, Esq. WHARTON, ALDHIZER & WEAVER, PLC 100 S. Mason St. Harrisonburg, VA 22801 Tel: 540-885-0199 Email: smilo@wawlaw.com - or - Stephan W. Milo, Esq. WHARTON, ALDHIZER & WEAVER, PLC The American Hotel 125 S. Augusta St., Suite 2000 Staunton, VA 24401 Tel: 540-885-0199 Email: smilo@wawlaw.com Total Assets: $1,588,405 Total Liabilities: $1,785,932 The petition was signed by Anita Stewart, DMD, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/vawb18-62306.pdf AL THERAPY: Has Authority to Use Cash Collateral on Interim Basis ----------------------------------------------------------------- The United States Bankruptcy Court for the Northern District of Texas has entered an interim order authorizing AL Therapy LLC to use cash collateral as set forth in the Budget. The Debtor stipulates that as of the Petition Date, (a) the Debtor was indebted to Wells Fargo Bank, N.A. under a Prepetition Credit Facility, (b) the Prepetition Facility Obligations are legal, valid, binding, fully perfected, and non-avoidable obligations in the estimated aggregate liquidated amount of not less than $655,739; and (c) the Prepetition Facility Obligations and the Prepetition Facility Liens constitute legal, valid, binding, fully perfected, and non-avoidable senior first-priority obligations of the Debtor, enforceable in accordance with the terms and conditions of the Prepetition Facility Documents. Wells Fargo Bank is granted (a) automatic perfected replacement liens on all property now owned or hereafter acquired by the Debtor; and (b) superpriority administrative claims pursuant to sections 361(2), 363(c)(2), 503(b)(1), 507(a)(2), and 507(b) of the Bankruptcy Code. The Replacement Liens will not attach to any Chapter 5 causes of action under the Bankruptcy Code. In addition, the Debtor will: (a) make monthly payments of $2,000 to Wells Fargo Bank on the 15th day of every month; (b) allow Wells Fargo Bank, its agent or any party authorized under the Prepetition Facility Documents to conduct and finalize an audit of the Prepetition Facility Collateral and Collateral and to conduct a physical inspection of each of the Debtor's facilities, and will reasonable cooperate with such audit and inspections; (c) maintain adequate insurance coverage on the Prepetition Facility Collateral and the Collateral, as may be required under the Prepetition Facility Documents, and maintain or name Wells Fargo Bank as mortgagee, lender loss payee and/or additional insured under the insurance policies; and (d) remain current in all post-petition tax payment and reporting obligations. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/txnb18-32694-40.pdf About AL Therapy LLC AL Therapy LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-32694), on August 10, 2018. The Petition was signed by its managing member, Lyle Matthis. The Debtor is represented by Eric A. Liepins, Esq. at Eric A. Liepins, P.C. At the time of filing, the Debtor had $100,001 to $500,000 in estimated assets and $500,001 to $1 million in estimated liabilities. AMERICAN WEST: Jan. 8 Plan Confirmation Hearing ----------------------------------------------- Judge Laurel E. Babero of the U.S. Bankruptcy Court for the District of Nevada conditionally approved the first amended disclosure statement explaining American West Real Estate, LLC's Chapter 11 plan. January 8, 2019, is fixed for the hearing on final approval of the conditionally approved First Amended Disclosure Statement and for confirmation of the Plan. The hearing will be held at 9:30 a.m. December 26, 2018, is fixed as the last day for filing written acceptances or rejections of the Plan. January 2, 2019, is fixed as the last day for filing the Ballot Summary and any Reply to Objections to Confirmation. About American West Real Estate American West Real Estate, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-13271) on June 5, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by Thomas E. Crowe, Esq., at Thomas E. Crowe Professional Law Corporation. Judge Laurel E. Babero presides over the case. AMERIFLEX ENGINEERING: Dec. 12 Plan Confirmation Hearing -------------------------------------------------------- Judge Thomas M. Renn of the U.S. Bankruptcy Court for the District of Oregon conditionally approved the disclosure statements explaining Ameriflex Engineering LLC's Chapter 11 plan. The first amended disclosure statement and Chapter 11 plan, dated September 14, 2018, were filed by the Debtor; the third amended disclosure statement and Chapter 11 plan, dated November 13, 2018, were filed by creditor Michael Zoller. The said Disclosure Statements are conditionally approved, subject to the Court's consideration of objections submitted. Neither the Debtor nor Mr. Zoller may raise objections to one another's respective disclosure statements. December 12, 2018, is fixed for the hearing on final approval of the conditionally approved Disclosure Statements and for confirmation of the Plan. The hearing will be held at 9:00 a.m. December 5, 2018, is fixed as the last day for filing written acceptances or rejections of the Plan. Written ballots accepting or rejecting the Plan or Amended Plans respectively dated September 14, 2018, and November 13, 2018, must be received by Tara J. Schleicher, whose service address is 121 SW Morrison St. #600, Portland, OR 97204-3136, no later than December 5, 2018. About Ameriflex Engineering Ameriflex Engineering LLC -- http://rhboats.com/-- and http://fishrite-boats.com/-- is engaged in the design, development and manufacturing of boats. The Company was created in 2008 with the acquisition of the assets of then struggling River Hawk Boats, Inc. Cajon, Inc. and Pacific Diamond & Precious Metals each own 50% membership interest in the Company. Ameriflex Engineering filed a Chapter 11 petition (Bankr. D. Ore. Case No. 17-60837) on March 22, 2017. In the petition signed by Pacific Diamond & Precious Metals, Inc., member, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Thomas M. Renn. The Debtor hired Tara J. Schleicher, Esq., at Farleigh Wada Witt, as bankruptcy counsel; Ball Janik LLP as special counsel; and Cramer & Associates as accountant. No trustee, examiner or committee has been appointed. ANTONETTE'S OF EAST HILLS: Taps Maltz Auctions as Auctioneer ------------------------------------------------------------ Antonette's of East Hills, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an auctioneer. The Debtor proposes to employ Maltz Auctions, Inc. to market its business and consummate a sale of the business as a going concern. In the event a purchaser for the sale is not located, the firm will conduct an auction sale of the Debtor's assets, including its lease, equipment, fixtures and intellectual property. Maltz will be entitled to commissions and reimbursement of expenses as follows: (1) 10 % of any gross proceeds of sale up to $50,000; (2) 8% of any gross proceeds of sale in excess of $50,000 but not more than $75,000; (3) 6% of any gross proceeds of sale in excess of $75,000 but not more than $100,000; (4) 4% of any gross proceeds of sale in excess of $100,000 but not more than $150,000; and (5) 2% of any gross proceeds of sale in excess of $150,000. In addition, the firm is entitled to reimbursement of its costs up to $5,000. Richard Maltz, chief executive officer of Maltz, 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: Richard B. Maltz Maltz Auctions, Inc. 39 Windsor Place, Central Islip, NY 11722 Phone: 516.349.7022 / f: 516.349.0105 Email: info@MaltzAuctions.com About Antonette's of East Hills LLC Antonette's of East Hills, LLC is a New York limited liability company operating a restaurant located at 290 Glen Cove Road, East Hills, New York. Antonette's of East Hills sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-76802) on October 9, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Robert E. Grossman. The Debtor tapped Spence Law Office, P.C. as its legal counsel. BACHI BURGER: Modifies Proposal on Cash Collateral Use ------------------------------------------------------ Bachi Burger, LLC, and Green Revolutions LLC filed with the U.S. Bankruptcy Court for the District of Nevada an amended motion seeking authority for the use of cash collateral on an emergency interim basis to the extent necessary to avoid immediate and irreparable harm to the Debtors' estate. The Debtors propose that the Court authorize the use of cash collateral for any expenditure line item provided in the Budget in any given month, and that Debtors may use cash collateral in excess of such amount set forth in the Budgets, so long as the percentage of deviation for each line item will not exceed 15% for said expenditures with positive variances carrying forward. The Debtors' Chapter 11 Cases were filed principally to forestall certain collection actions by the State of Nevada Department of Taxation and the Internal Revenue Service for certain tax liabilities arising out of or relating to the Businesses, and to restructure those debts to be repaid over time through continued operation of the Businesses. The State of Nevada Department of Tax apparently has recorded certain tax liens against the Debtors, however, it is unclear if that extends to and/or is properly perfected in the Debtors' cash and cash collateral. The Debtor believes that the only other parties with potential interests in and to the Debtors' cash collateral and related personal property are: (a) East Bay Cap, LLC a/k/a Snap Cap, which provided certain accounts receivables financing, and (b) U.S. Foods, however, both of those parties have been paid compromised amounts in satisfaction of their prior debts and thus they do not have any remaining claims. The Debtors claim that no party has actual possession or control via a deposit account control agreement over their cash and cash collateral. The Debtors further claim that any alleged secured creditors' interests will be adequately protected through the continued operations of their Businesses and the resulting preservation of value, which continued operations, will also allow the Debtors to generate the funds necessary to fund its proposed chapter 11 plan of reorganization that will pay all creditors with allowed claims in full. A full-text copy of the Debtor's Amended Motion is available at http://bankrupt.com/misc/nvb18-16584-22.pdf About Bachi Burger LLC and Green Revolutions LLC Bachi Burger LLC owns and operates the Bachi Burger restaurant located at 9410 W. Sahara Avenue, Suite 150, Las Vegas, Nevada. Green Revolutions LLC owns and operates the Bachi Burger restaurant located at 470 E. Windmill Lane, Suite 100, Las Vegas, Nevada. Both restaurants specialize in Asian-style gourmet burgers and sides. Bachi Burger and Green Revolutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 18-16584 and 18-16585) on Nov. 1, 2018. In the petition signed by Lorin Watada, managing member, both debtors estimated assets of less than $100,000 and liabilities of $500,000. BLACK ELK: Court Disallows Member Claimants Proofs of Claim ----------------------------------------------------------- Black Elk Energy Offshore Operations, LLC filed chapter 11 bankruptcy on August 11, 2015. Black Elk Energy Employee Incentive, LLC; Black Elk Management, LLC, and Black Elk Energy, LLC each filed a proof of claim in Black Elk's bankruptcy case, asserting a right to payment arising from tax distributions allegedly owed to Member-Owners of Black Elk under its Operating Agreements. Richard Schmidt, Trustee of the Black Elk Litigation Trust, filed a motion for summary judgment to disallow these three claims or alternatively declare them subject to mandatory subordination under 11 U.S.C. section 510(b). Bankruptcy Judge Marvin Isgur granted the Trustee's summary judgment motion. The Trustee argued that the three claims at issue should be disallowed because Section 11.1(a) of the Operating Agreement allows discretionary, rather than mandatory, distributions to members. Allowing the distributions would violate the Texas Business Organizations Code. The Trustee's argument focuses on a "claim" as an "enforceable right to payment" from the debtor. The Trustee argues that Black Elk's Operating Agreement provides the Board with "sole discretion regarding the amounts and timing of Distributions to Members" and given the discretionary nature of these distributions, no enforceable obligation exists to allow these claims. In this case, Section 11.1(b) provides Members with a distribution on a "quarterly basis in an amount sufficient to cause each Member to receive a distribution equal to the highest combined marginal federal and state income tax rates." In isolation, this appears to be mandatory. However, the Operating Agreement also conditions these distributions to Members on Black Elk having "available cash of the Company" and gave the Board discretion regarding "amounts and timing of Distributions to Members." The conditioning of the tax distributions on the company having available cash in Section 11.1(b) and at the Board's discretion in Section 11.1(a) parallel the creditor's equity interest the Fifth Circuit examined in Carreri. Similar to Carreri, the contingencies in the Claimants' proofs of claim do not invoke an independent right to payment to the creditors from Black Elk that satisfies a claim under the bankruptcy code. Accordingly, the Trustee's motion for summary judgment is granted with respect to the proofs of claim asserted by the Claimants. A copy of the Court's Memorandum Opinion dated Nov. 21, 2018 is available at http://bankrupt.com/misc/txsb15-34287-1946.pdf About Black Elk Black Elk Energy Offshore Operations, LLC, is a Houston, Texas-based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $339.7 million and total debt of $432.3 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor was represented by Elizabeth E. Green, Esq., of Baker & Hostetler. Blackhill Partners' Jeff Jones served as the Debtor's Chief Restructuring Officer. The Debtors hired Ryan LLC as tax research consultant and Williamson, Sears & Rusnak, LLP as special counsel. Judy A. Robbins, U.S. Trustee for Region 7, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of Black Elk Energy Offshore Operations, LLC. Okin & Adams LLP is counsel to the Committee. * * * Black Elk Energy Offshore Operations' Third Amended Plan of Liquidation became effective, and the Company emerged from Chapter 11 protection, according to a report by The Troubled Company Reporter on July 28, 2016. The Court confirmed the Plan on July 13, 2016. BLOCPLAY ENTERTAINMENT: Delays Filing of Financial Statements ------------------------------------------------------------- Blocplay Entertainment Inc. (cse:PLAY) (the "Company") on Nov. 23 disclosed that it anticipates being late in filing its interim financial statements (the "Financial Statements") and management discussion and analysis ("MD&A") for the nine-month period ended September 30, 2018, by the prescribed deadline of November 29, 2018. Following the recent change of management, the Company has gained access to only certain, but not all, pertinent financial records of the Company causing a delay in the review of the financial position of the Company and the preparation and filing of the Financial Statements and related MD&A. As a result of these delays, the Company requires additional time to obtain the necessary information, documentation and comfort to complete and file the Financial Statements and MD&A. The Company has made an application with the applicable securities regulators under National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203") requesting that a management cease trade order be imposed in respect of the anticipated late filing rather than an issuer cease trade order. The issuance of a management cease trade order does not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in their securities. The Company anticipates that it will be in a position to prepare and file the Financial Statements and MD&A on or prior to December 29, 2018. The Company confirms that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains in default of the filing requirements to file the Financial Statements and MD&A within the prescribed period of time. The Company confirms that there is no other material information relating to its affairs that has not been generally disclosed. BROOKFIT VENTURES: Seeks Authority to Use West Star & RV Now Cash ----------------------------------------------------------------- Brookfit Ventures LLC, a/k/a Brook Fit Ventures LLC, d/b/a Retro Fitness, seeks authorization from the United States Bankruptcy Court for the Eastern District of New York to use the cash collateral of West Star Capital LLC and RV Now, LLC, d/b/a Revenue Now. The Debtor claims that it has significant and immediate cash needs to continue paying its ongoing obligations as a debtor-in-possession, propose a plan, and emerge from bankruptcy. Ongoing operations under chapter 11 is critical to preserving the Debtor's value as a going concern. The Debtor anticipates that its expenses for the next 60 days will total approximately $320,544 inclusive of payments to Secured Parties. The Debtor expects receipts to total approximately $300,009. Prior to the instant filing, the Debtor entered into a secured loan with West Star Capital LLC. The Debtor believes that it was indebted to West Star in the total approximate amount of $154,665, secured by the Debtor's tangible equipment, machinery, and fixtures. The Debtor has also entered into an accounts receivable purchase and sale agreement with RV Now, LLC, d/b/a Revenue Now. The Debtor believes that it was indebted to RV in the total approximate amount of $126,263 secured by the Debtor's member contracts receivables due to the Debtor from its customer members. The Debtor proposes, subject to the Court's approval, to provide the Secured Parties with the following adequate protection: (A) Secured Parties will receive Replacement Liens on the Postpetition Collateral to the same extent and validity as its pre-petition liens; provided, however, that the Post-petition Collateral will not include any recoveries under chapter 5 of the Bankruptcy Code -- Avoidance Actions, and are further subject to the Carve Out; (B) West Star will receive, on a monthly basis from Debtor, adequate protection payments in the amount of $7,500, without prejudice to the characterization of said payments; (C) RV will receive, on a monthly basis from Debtor, adequate protection payments in the amount of $4,000, without prejudice to the characterization of said payments; (D) The Adequate Protection Liens will be subject to the following Carve Out: (a) Clerk and U.S. Trustee Fees. All fees required to be paid to the Clerk of the Court and to the US Trustee under 28 U.S.C. Section 1930(a) and 31 U.S.C. Section 3717. (b) All reasonable fees and expenses up to, and not to exceed $7,500 incurred by a trustee under Bankruptcy Code Section 726(b). (c) All Allowed Professional Fees incurred by Debtor's Professionals under Bankruptcy Code sections 327, 328, or 363 and any Committee appointed under Bankruptcy Code sections 328 or 1103, at any time before or on the date of a Carve Out Trigger Notice, whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice. (d) Allowed Professional Fees of Professional Persons incurred on and after the first business day following delivery of the Carve Out Trigger Notice will be subject to an aggregate cap of $50,000. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/nyeb18-46224-9.pdf About Brookfit Ventures LLC Brookfit Ventures LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-46224), on October 30, 2018. The Petition was signed by David Ragosa, managing member. The Debtor is represented by Avrum J Rosen, Esq. of Rosen, Kantrow & Dillon, PLLC. At the time of filing, the Debtor had less than $50,000 in estimated assets and less than $1 million in estimated liabilities. BROOKLYN BUILDINGS: Taps Corcoran Group as Real Estate Broker ------------------------------------------------------------- Brooklyn Buildings LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire a real estate broker. The Debtor proposes to employ The Corcoran Group in connection with the sale of its real property located at 1397 Sterling Place, Brooklyn, New York. Corcoran will get a commission of 5% of the gross proceeds upon closing of a sale. Andrea Yarrington, a real estate broker employed with Corcoran, disclosed in a court filing that she and other employees of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Corcoran can be reached through: Andrea Yarrington The Corcoran Group 125 Seventh Avenue Brooklyn, NY 11215 Office: (718) 832-4192 Mobile: (718) 887-1777 Email: ayarrington@corcoran.com About Brooklyn Buildings Brooklyn Buildings LLC is a privately held real estate company. Its principal place of business is located at 1600 Bergen Street Brooklyn, New York. Brooklyn Buildings filed for bankruptcy protection (Bankr. E.D.N.Y., Case No. 18-43971) on July 11, 2018. In the petition signed by Yehoshua Allswang, managing member, the Debtor estimated assets of $10 million to $50 million and estimated liabilities of $1 million to $10 million. The Hon. Carla Craig presides over the case. Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, represents the Debtor. C2R GLOBAL: Taps Quarles & Brady as Special Counsel --------------------------------------------------- C2R Global Manufacturing, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Quarles & Brady LLP as special counsel. The firm will continue to represent the Debtor in a patent case styled Verde Environmental Technologies, Inc. v. C2R Global Manufacturing, Inc., Case No. 18-cv-423. Quarles & Brady will also advise the Debtor on general business matters not involving bankruptcy laws, and possible sale of the Debtor. The firm charges these hourly fees: John Graves $230 Deena Hocker $260 Daniel Kersey $325 Michael Piery $355 William Schultz $500 Johanna Wilbert $475 Johanna Wilbert, Esq., a partner at Quarles & Brady, disclosed in a court filing that she and her firm neither hold nor represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Johanna M. Wilbert, Esq. Quarles & Brady LLP 411 East Wisconsin Avenue, Suite 2400 Milwaukee, WI 53202 Tel: (414) 277-5495 Email: johanna.wilbert@quarles.com About C2R Global Manufacturing Inc. Headquartered in Burlington, Wisconsin, C2R Global Manufacturing, Inc. -- http://www.c2r-globalmfg.com-- specializes in developing, manufacturing, and marketing products for small to medium-sized customers. Its products include tooling and electronics (software and circuit design), metal castings, sheet metal fabrications, and molding all forms of plastics and rubbers. C2R currently services customers in virtually every market. C2R Global Manufacturing, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 18-30182) on October 29, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Beth E. Hanan. The Debtor tapped Kerkman & Dunn as its legal counsel. CANDLE CONNECTION: Court Approves Disclosure Statement ------------------------------------------------------ Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington conditionally approved the amended disclosure statement of The Candle Connection, Inc. The Debtor filed an amended disclosure statement explaining its small business Chapter 11 plan to remove the class of Section 1122(b) Convenience Class and disclose that the Debtor believes there are no preferential transfers, fraudulent conveyances, or other avoidance actions, and therefore does not intend to pursue any such actions. Class 3A - Secured claim of OnDeck is impaired. Monthly payment of $163.00 with a total claim of $9,794.25. Class 3B - Secured claim of OnDeck is impaired. Monthly payment of $480.00 with a total claim of $29,916.48. Class 4 - General unsecured class is impaired which are made up of 3 members, namely: 4.a. Rosenthal and Rosenthal to be paid $50 per month with a total claim of $402.60, 4.b. Capital One to be paid $700 per month with a total claim of $7,240.94 and 4.c. Dell to be paid $500 per month with a total claim of $5,417.52. Equity interest holders are impaired Payments and distributions under the Plan will be funded by the ongoing operations of gift shop business. A full-text copy of the Amended Disclosure Statement dated November 7, 2018, is available at: http://bankrupt.com/misc/waeb18-1801266-47.pdf About The Candle Connection Family owned and operated, The Candle Connection was first established in 1991. The original shop was located in the historical Motteler Building and relocated to its present location in 2006. Along with outstanding customer service, the company takes great pride in providing quality candles, 99% of which are made in the USA with the rest from Germany and Denmark. Its diverse selections and styles, along with a wide range of candle Accessories are unsurpassed. The Candle Connection Inc. filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 18 01266) on May 1, 2018, listing under $1 million in both assets and liabilities. Charles R. Steinberg, Esq. at Steinberg Law Firm PS, is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CELLECTAR BIOSCIENCES: J. Friend Quits as Chief Medical Officer --------------------------------------------------------------- John E. Friend II, M.D. has resigned as vice president and chief medical officer of Cellectar Biosciences, Inc. effective Nov. 27, 2018, according to a Form 8-K filed with the Securities and Exchange Commission. About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company plans to develop proprietary drugs independently and through research and development collaborations. The core drug development strategy is to leverage its PDC platform to develop therapeutics that specifically target treatment to cancer cells. Through R&D collaborations, the Company's strategy is to generate near-term capital, supplement internal resources, gain access to novel molecules or payloads, accelerate product candidate development and broaden its proprietary and partnered product pipelines. The report from the Company's independent accounting firm Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Cellectar reported a net loss attributable to common stockholders of $15.01 million for the year ended Dec. 31, 2017, following a net loss attributable to common stockholders of $9.36 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $19.54 million in total assets, $2.66 million in total liabilities and $16.88 million in total stockholders' equity. CIP INVESTMENT: Taps Anderson Company as Broker ----------------------------------------------- CIP Investment Properties, LLC received approval from the U.S. Bankruptcy Court for the District of Kansas to hire The Anderson Company, Inc. as its broker. The firm will assist the Debtor in the sale of its real property during the pendency of its Chapter 11 bankruptcy proceedings. Anderson Company will get a commission of 2% of the purchase price to be split with the buyer's broker. Larry Anderson, president of Anderson Company, 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: Larry D. Anderson The Anderson Company, Inc. 435 North Broadway, Suite 202 Wichita, KS 67204 About CIP Investment CIP Investment Properties, LLC, a Single Asset Real Estate company as defined in 11 U.S.C. Section 101(51B), owns an office building located at East Thorn Drive, Wichita, Kansas. CIP Investment Properties filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-22039) in Kansas City on Sept. 28, 2018. In the petition signed by David F. Hoff, president/managing member, the Debtor estimated assets of $10 million to $50 million and debts of $10 million to $10 million. Bradley D. McCormack, Esq., at The Sadler Law Firm, serves as the Debtor's counsel. The Company previously filed for bankruptcy protection (Bankr. D. Kan. Case No. 12-21952) on July 17, 2012. CIP INVESTMENT: Taps Weitzman Management as Broker -------------------------------------------------- CIP Investment Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire a real estate broker. The Debtor proposes to employ Weitzman Management Corporation to sell its real property during the pendency of its Chapter 11 bankruptcy proceedings. The firm will get a commission of 2% of the purchase price. Lawrence Denisoff, president for Weitzman's Corporate Real Estate, 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: Lawrence Denisoff Weitzman Management Corporation 3102 Maple Avenue, Suite 350 Dallas, TX 75201 About CIP Investment CIP Investment Properties, LLC, a Single Asset Real Estate company as defined in 11 U.S.C. Section 101(51B), owns an office building located at East Thorn Drive, Wichita, Kansas. The Company previously filed for bankruptcy protection (Bankr. D. Kan. Case No. 12-21952) on July 17, 2012. CIP Investment Properties again filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-22039) in Kansas City on Sept. 28, 2018. In the petition signed by David F. Hoff, president/managing member, the Debtor estimated assets of $10 million to $50 million and debts of $10 million to $10 million. Bradley D. McCormack, Esq., at The Sadler Law Firm, serves as the Debtor's counsel. CLINTON MAHONEY: Court Awards $60K to Counsel --------------------------------------------- Bankruptcy Judge Timothy A. Barnes issues his findings of facts and conclusions of law in support of the order awarding to Herman J. Marino, Ltd., P.C., special counsel for Debtor Clinton J. Mahoney, for allowance and payment of first interim compensation and reimbursement of expenses. Counsel requested total fees of $59,815 and total costs of $2,733.40. The Court may impose a 10% penalty on entries that appear to be "lumping." The Court will reduce each entry marked as such per the penalty. The total of disallowed amounts (10% of affected entries) is $1,802.50. The court denies requests for fees relating to services that do not benefit the estate or that are not necessary to the administration of the case. There is no information in the record about a fee dispute or any issues with the ARDC in this case. The total of disallowed amounts is $140. The court denies the allowance of compensation for the some tasks because the amount of expenses appears to be a computational or typographical error. Also, where there are two identical entries, the court will consider one of the entries to be a typographical error. Total disallowed amount is $580. The total costs and fees allowed, therefore, is $60,025.90 The bankruptcy case is In re: CLINTON J. MAHONEY, Chapter 11, Debtor, Case No. 17bk 38099 (Bankr. N.D. Ill.). A copy of the Court's Findings dated Nov. 6, 2018 is available at https://bit.ly/2DR7yBI from Leagle.com. Clinton J. Mahoney, Debtor 1, represented by William D. Cherny -- bill@chernylaw.com -- Cherny Law Offices, PC, Danielle K. Kegley, Herman J. Marino, Ltd., P.C., Herman J. Marino, Herman J. Marino PC, Monica C. O'Brien, Gregory K. Stern, P.C., Dennis E. Quaid, Gregory K. Stern, P.C., Rachel S. Sandler, Gregory K. Stern, P.C. & Gregory K. Stern -- greg@gregstern.com -- Gregory K. Stern, P.C. Clinton J. Mahoney sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-38099) on Dec. 27, 2017. The Debtor tapped Gregory K. Stern, Esq., at Gregory K Stern, P.C., as counsel. Maria Ivette Hollendoner and Keller Williams Preferred Realty are serving is real estate brokers. CONVERGEONE HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned new ratings to ConvergeOne Holdings, Inc. with a Corporate Family Rating of B3 and a Probability of Default Rating of B3-PD. Concurrently, Moody's assigned a B2 rating to the company's proposed first lien term loan and also assigned a Caa2 to ConvergeOne's second lien term loan. The rating action follows the company's announced plans to be acquired by affiliates of CVC Fund VII in an all-cash transaction valued at approximately $1.8 billion. The assigned ratings outlook is stable. Upon completion of this LBO transaction, which is expected to close by 1Q19, Moody's expects the debt of the issuer's predecessor entity, C1 Holdings Corp. ("C1"), to be repaid. At that time, the ratings of C1 will be withdrawn. Assignments: Issuer: ConvergeOne Holdings, Inc. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured First Lien Term Loan due 2025, Assigned B2 (LGD3) Senior Secured Second Lien Term Loan due 2026, Assigned Caa2 (LGD5) Outlook Actions: Issuer: ConvergeOne Holdings, Inc. Outlook, Assigned Stable RATINGS RATIONALE ConvergeOne's B3 CFR is constrained by the company's pro forma financial leverage (Moody's adjusted) of approximately 7x trailing total debt/EBITDA as of September 30, 2018 as well as ConvergeOne's considerable revenue reliance on key vendor relationships with Cisco Systems, Inc. ("Cisco") and Avaya, Inc. ("Avaya") which together comprise approximately 60% of total product sales (31% of total revenue). The rating also takes into account the risk of incremental debt-financed acquisitions which have been integral to ConvergeOne's expansion and strategic initiatives to diversify its supplier base in recent years. These risks are somewhat mitigated by the company's solid market position as a provider of integrated communications solutions and managed services to a diverse base of large enterprise customers. The rating is also supported by the company's predictable revenue stream with over 35% of the top-line stemming from recurring maintenance and managed services sales and modest capital expenditure requirements which should support consistent free cash flow generation. The B2 rating for ConvergeOne's proposed first lien term loan reflects the borrower's B3-PD PDR and a Loss Given Default ("LGD") assessment of LGD3. The first lien loan rating is one notch above the CFR and takes into account the instrument's junior collateral position relative to ConvergeOne's unrated asset-based revolving credit facility which has a superior claim on the company's cash, receivables, and inventory and its senior ranking to ConvergeOne's Caa2 rated second lien term loan (LGD5). Despite ConvergeOne's negligible pro forma cash balance upon completion of the LBO, Moody's believes the company's liquidity will be adequate over the next year. ConvergeOne's liquidity position is supported by Moody's expectation that the company will generate free cash flow approximating 3% of debt on an annual basis over the intermediate term. ConvergeOne's liquidity is also bolstered by an undrawn $250 million asset-based revolving credit facility (unrated). While the company's proposed term loans will not be subject to financial covenants, the revolving credit facility has a springing covenant based on a minimum fixed charge coverage ratio of 1x which is not expected to be in effect over the next 12-18 months as borrowings are projected to be comfortably below maximum thresholds during this period. The stable outlook reflects Moody's expectation that ConvergeOne will generate low-single digit organic revenue growth over the intermediate term driven principally by the expansion of the company's services business with particularly robust gains in its managed services offering. Moody's expects the growth prospects for the services segment, which features profit margins that exceed ConvergeOne's corporate averages, to drive slight improvement in the company's profitability and modest declines in debt/EBITDA towards the mid 6x level over the next 12-18 months. The ratings could be upgraded if ConvergeOne continues to diversify its supplier base, meaningfully increases scale while maintaining profit margins, and reduces adjusted debt to EBITDA to below 6x on a sustained basis. The ratings could be downgraded if revenue contracts materially from current levels, free cash flow deficits materialize, or if the company adopts more aggressive financial policies, leading to increased debt leverage or expectations for diminished liquidity. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ConvergeOne is a provider of integrated communications solutions and managed services. Moody's expects the company to generate pro forma sales of just under $1.8 billion in 2018. CORNERSTONE TOWER: Committee Clawback Suit vs LGF Set for Trial --------------------------------------------------------------- Chief Bankruptcy Judge Thomas L. Saladino denied the motions for summary judgment filed by the Defendant and the Plaintiff in the case captioned OFFICIAL COMMITTEE OF UNSECURED CREDITORS, in its capacity as assignee of Debtor in Possession, Plaintiff, v. LG FUNDING, LLC, Defendant, Case No. BK16-40787 (Bankr. D. Neb.). The creditors' committee filed the adversary proceeding to recover approximately $19,000 in alleged preferential transfers under a "merchant cash advance" (MCA) agreement between LG Funding and the debtor. The question the parties bring to the court on cross-motions for summary judgment is whether the agreement was a sale of assets or a financing arrangement. The plaintiff argues that it is a financing agreement with an exorbitant rate of interest and the daily payments of a percentage of the debtor's receipts as the company neared bankruptcy constitute preferential transfers under the Bankruptcy Code. LG Funding, LLC argues it purchased certain of the debtor's future receivables at a discounted price and the daily payments under this funding arrangement should be considered to be in the ordinary course of business for the debtor and thus not an avoidable preference. LG and Cornerstone entered into this MCA approximately two-and-a-half months before Cornerstone filed for bankruptcy protection. Therefore, the parties do not have a baseline history of "routine" or ordinary transactions as a layman would understand those terms -- their transactions occurred only while Cornerstone was in financial straits. LG was one of four creditors with whom Cornerstone either borrowed money or sold receivables within six months before the petition date. LG and its same MCA contract recently prevailed in a similar lawsuit in bankruptcy court in Illinois. Notably, however, the debtor in that case had been using MCA financing from various companies for several years before filing bankruptcy. Cornerstone utilized such funding for only a few months prior to bankruptcy. More importantly, the Hill case was decided after a trial in which the debtor testified as to her business practices and her familiarity with and use of MCAs. The court must undertake a particularly fact-based inquiry into the applicability of section 547(c)(2). Such an inquiry is especially important here where there is no evidence from the debtor regarding the parties' business relationship, and the Committee objects to LG's evidence of its transactions with Cornerstone and the MCA business in general. Accordingly, the issue of whether the transfers were made in the ordinary course of business will be set for trial. A copy of the Court's Order dated Nov. 9, 2018 is available at https://bit.ly/2FA8KuF from Leagle.com. Official Committee of Unsecured Creditors, Plaintiff, represented by Elizabeth A. Hoffman -- elizabeth.hoffman@koleyjessen.com -- Koley Jessen PC, LLO & Donald L. Swanson -- donald.swanson@koleyjessen.com -- Koley Jessen P.C. LG Funding, LLC, Defendant, represented by Gene W. Rosen. About Cornerstone Tower Headquartered in Grand Island, Nebraska, Cornerstone Tower Service, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 16-40787) on May 13, 2016, estimating its assets at between $1 million and $10 million and liabilities at between $1 billion and $10 billion. The petition was signed by James Scheer, president. Judge Thomas L. Saladino presides over the case. John C. Hahn, Esq., at Jeffrey, Hahn, Hemmerling & Zimmerman Serves as the Debtor's bankruptcy counsel. On June 20, 2016, the U.S. Trustee for the District of Nebraska appointed the Committee of Unsecured Creditors. On Aug. 24, 2016, the U.S. Trustee filed an Amended Committee appointment. The Committee currently consists of three members. The Committee hired Koley Jessen, P.C., L.L.O., as its legal counsel. COTY INC: Moody's Lowers Corp. Family Rating to B1, Outlook Neg. ---------------------------------------------------------------- Moody's Investors Service downgraded Coty Inc.'s Corporate Family Rating to B1 from Ba3 and Probability of Default Rating to B1-PD from Ba3-PD. At the same time, Moody's downgraded Coty's first lien revolving credit facility and term loan to Ba3 (LGD3) from Ba2 (LGD3), its unsecured notes to B3 (LGD5) from B2 (LGD5) and its Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The rating outlook on all ratings is negative. The downgrade of Coty's CFR reflects meaningful operational challenges as Coty continues to integrate Procter & Gamble Beauty, which it acquired in 2016. Coty recently announced unexpected supply chain disruptions that Moody's expects will continue over the near term. These disruptions negatively affected the company's first quarter sales and profitability. As such, Moody's expects that the company's 2019 results will be negatively impacted because it will take management time to assess and resolve Coty's supply chain challenges. The company's profitability will also be adversely affected by high promotional activity needed to support sales during the holiday season. Coty is attempting to streamline its supply chain while simultaneously integrating P&G Beauty, and restructuring its operations to restore growth and improve operating performance. Coty has also had significant turnover in its senior management ranks. The company has a new chief executive officer, which brings some level of uncertainty to the company's overall strategy. The company is also searching for a permanent chief financial officer. The downgrade also reflects continued weakness in Coty's consumer beauty business, exacerbated by its recent supply chain headwinds, and very slow progress at deleveraging following the acquisition of P&G Beauty. Moody's estimates that Coty's 2019 debt to EBITDA will reach a high of 6.5x, and expects near-term leverage reduction to be hampered by low organic earnings growth. The Ba3 rating on Coty's senior secured debt is one notch higher than the B1 CFR and reflects cushion provided by the company's unsecured debt. The negative outlook reflects Moody's uncertainty regarding Coty's ability to stabilize its operations quickly given its near term challenges and ongoing competitive industry pressures. Moody's believes that Coty's operating performance and resulting credit metrics will remain weak over the next year. Continued operating challenges leading to an inability to meaningfully lift earnings and generate comfortably positive free cash flow would pressure the ratings. The following is a summary of Moody's rating actions: Coty Inc. Downgrades:. Corporate Family Rating downgraded to B1 from Ba3 Probability of Default Rating downgraded to B1-PD from Ba3-PD First Lien Senior Secured Bank Credit Facility downgraded to Ba3 (LGD3) from Ba2 (LGD3) Guaranteed Unsecured Global Notes downgraded to B3 (LGD5) from B2 (LGD5) Speculative Grade Liquidity Rating downgraded to SGL-4 from SGL-3 The outlook on all ratings is changed to negative from stable. RATINGS RATIONALE Coty's B1 CFR reflects the company's high debt to EBITDA financial leverage, estimated at about 6.5x. The high financial leverage is in part due to earnings weakness reflecting lackluster demand for the company's domestic consumer beauty products. The rating also reflects Moody's expectation that the company will generate negative free cash flow over the next several quarters due to its ongoing restructuring costs and dividends. Moody's recognizes Coty's concentration in fragrance and color cosmetics. This concentration creates exposure to discretionary consumer spending. It also requires continuous product and brand investment to minimize revenue volatility as these categories tend to be more fashion driven than other beauty products. Coty will remain more concentrated than its primary competitors in mature developed markets. This creates growth challenges and investment needs to more fully build its global distribution capabilities and brand presence. The ratings are supported by the company's large scale, its portfolio of well-recognized brands, and good product and geographic diversification. Moody's expects that Coty will generate modest revenue and organic earnings growth over the next year. The SGL-4 Speculative Grade Liquidity Rating reflects Moody's view that Coty's liquidity is weak. Coty's ongoing restructuring actions will consume large amounts of cash and Moody's expects the company's free cash flow to remain negative in 2019. The company relies on a $3.25 billion secured revolving credit facility that had $885 million drawn as of September 30, 2018. Moody's expects the revolver to be used to fund the projected cash flow deficit and the company's dividend in 2019. The revolver is subject to a total net leverage financial covenant with step downs. As of September 30, 2018 the total net leverage covenant was at 4.6x with a 5.5x maximum. The covenant maximum will step down to 5.25x in March 2019. Moody's projects that the company will have weak headroom under the total net leverage covenant over the next 12 months. Coty's ratings could be downgraded if the company is unable to stabilize its operations or if the company does not make meaningful progress in reducing debt to EBITDA below 6.0x. A downgrade could also occur if there is a deterioration in the company's liquidity or if the company pursues material debt funded acquisitions or shareholder returns. Coty's ratings could be upgraded if the company stabilizes its operations. An upgrade would also require the company to generate positive free cash flow and improve its credit metrics. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Coty Inc., a public company headquartered in New York, NY, is one of the leading manufacturers and marketers of fragrance, color cosmetics, and skin and body care products. The company's products are sold in over 130 countries. The company generates roughly $9.2 billion in annual revenues. CYCLE-TEX INC: Wants to Continue ACC Financing, Use Cash Collatera ------------------------------------------------------------------ Cycle-Tex, Inc. files an amended motion requesting the U.S. Bankruptcy Court for the Northern District of Georgia to allow it to continue financing its receivables with Action Capital Corporation and to use cash collateral to continue operating in the ordinary course of business. The Debtor intends to use cash collateral generated from the Business and otherwise: (a) in accordance with the budget, the line items of which Debtor may modify by no more than 15% and Debtor may carry over any unused budgeted amount, (b) for payment of U.S. Trustee fees and (c) or for other matters pursuant to orders entered by the Court after appropriate notice and hearing. Prior to the Petition Date, the Debtor executed that certain Financing and Security Agreement in favor of Action Capital Corporation. ACC asserts a first priority lien upon and security interest in Debtor's accounts receivable, inventory and related assets. The ACC financing terms are favorable to Debtor, based upon a 95% advance rate of acceptable accounts. The Debtor believes that ACC does not oppose the continued use of cash collateral on an interim basis based upon the same terms set forth in the Financing Agreement. ACC has agreed, on an interim basis, to continue to fund the Debtor's operation pursuant to the Financing Agreement through the assignment of the Debtor's post-petition accounts receivable. The Debtor believes that First Bank of Dalton ("FBOD") may assert a second priority lien upon and security interest in Debtor's assets including all accounts and other assets. ACC and FBOD will each be granted a security interest in, and lien upon all of the post-petition collateral to the same extent, validity, amount, and priority as ACC's and FBOD's pre-petition security interests and lien upon such collateral to secure against any diminution in value of any prepetition collateral in which ACC and FBOD hold a valid, enforceable and perfected security interest resulting from the imposition of the automatic stay or the Debtor's use of cash collateral. A full-text copy of the Debtor's Cash Collateral Motion available at: http://bankrupt.com/misc/ganb18-42614-9.pdf About Cycle-Tex Inc. Cycle-Tex, Inc., is a privately-held company in Dalton, Georgia, that recycles thermoplastic post-industrial waste. It produces polypropylene, polyethylene and nylon 6 pellets in a wide range of melt-flow characteristics. Cycle-Tex also does toll conversion for companies such as grinding, precision-cutting, densifying and pelletizing. Cycle-Tex sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-42614) on Nov. 5, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Paul W. Bonapfel presides over the case. The Debtor tapped Jones & Walden, LLC as its legal counsel. DJO FINANCE: Parent Will be Acquired by Colfax for $3.15-Bil. Cash ------------------------------------------------------------------ DJO Global, Inc., the indirect parent of DJO Finance LLC, has entered into a definitive agreement to merge with Colfax Corporation, a diversified technology company that provides air & gas handling and fabrication technology products and services, pursuant to which Colfax will acquire DJO Global Inc. from private equity funds managed by Blackstone for $3.15 billion in cash. "The acquisition of DJO is a compelling next step in the strategic evolution of Colfax that creates a new growth platform in the high-margin orthopedic solutions market," said Matt Trerotola, president and chief executive officer of Colfax. "As a clear market leader in bracing and rehabilitation systems -- with a track record of innovative new products, globally recognized brands, and a diverse product portfolio -- DJO is well-positioned to benefit from secular trends driven by changing demographics and increased preventive healthcare. This transaction reflects our strategic intent to diversify our portfolio and end-market exposure, reduce cyclicality, and increase profitability. We see significant opportunities to apply our proven Colfax Business System a cross DJO to create a continuous improvement culture, further improve productivity and margins, and accelerate innovation and new product development." Mr. Trerotola continued, "We are committed to reducing leverage and restoring balance sheet flexibility near-term and will explore strategic options for our Air and Gas Handling business. Longer term, we see tremendous opportunities to build our new medical technology platform with additional investment. We are excited to welcome DJO's strong management team and talented associates to the Colfax family." "Joining Colfax is a win for our customers, and all DJO stakeholders," said Brady Shirley, DJO president and CEO. "Colfax has the financial strength, experience, and proven business system to support our operational performance and growth. Importantly, they are committed to our mission to get and keep people moving, and we are confident that the Colfax team's operating expertise across a broad array of businesses makes them the ideal partner to help us build on our momentum, drive new levels of innovation, and continue to deliver outstanding service to our customers." Upon closing of the transaction, DJO Global will operate as a new segment within Colfax and be led by Mr. Shirley, who will report directly to Mr. Trerotola. With leadership positions in most product categories, DJO provides a broad range of orthopedic care solutions including bracing, reconstructive implants, rehabilitation devices, software and services. Known for its innovative products, DJO's portfolio of iconic brands are trusted by patients, athletes, and healthcare professionals globally. Headquartered in Vista, California, DJO has approximately 5,000 employees across 18 locations around the world. DJO's revenue was $1.2 billion and adjusted EBITDA was $269 million for the twelve-month period ending September 2018. Financing & Transaction Details The transaction, which is expected to close in the first quarter of 2019, is expected to deliver adjusted EPS accretion in the first full year after closing. In addition, Colfax expects to realize future tax benefits from DJO's approximately $800 million of net operating loss carryforwards. Colfax expects to finance the transaction with approximately $100 million of cash from its balance sheet, proceeds from credit facilities and a contemplated debt offering, and $500 to $700 million from a contemplated offering of equity or equity-linked securities. J.P. Morgan and Credit Suisse have committed to provide bridge financing for the transaction. Colfax expects to maintain its existing debt ratings and will prioritize deleveraging to reduce its net leverage ratio to the mid-3x range by the end of calendar 2019. In connection with its deleveraging plans, Colfax is evaluating strategic options for its Air and Gas Handling business. Colfax does not intend to undertake any material acquisitions or share repurchases until its leverage metrics return to targeted levels. The acquisition is subject to customary closing conditions, including receipt of applicable regulatory approvals. Advisors J.P Morgan is serving as financial advisor and Kirkland & Ellis is serving as legal advisor to Colfax. Goldman, Sachs & Co. LLC, Credit Suisse, and Wells Fargo Securities, LLC are serving as financial advisors and Simpson Thacher & Bartlett LLP is serving as legal advisor to DJO. A full-text copy of the Merger Agreement is available for free at: https://is.gd/E3pnZC About DJO Finance Vista, California-based DJO Finance LLC -- http://www.DJOglobal.com/-- is a global developer, manufacturer and distributor of medical devices with a broad range of products used for rehabilitation, pain management and physical therapy. The Company's products address the continuum of patient care from injury prevention to rehabilitation after surgery, injury or from degenerative disease, enabling people to regain or maintain their natural motion. DJO Finance LLC is a wholly owned indirect subsidiary of DJO Global, Inc. DJO Finance reported a net loss of $35.09 million in 2017 compared to a net loss of $285.7 million in 2016. As of Sept. 29, 2018, DJO Finance had $2.01 billion in total assets, $2.86 billion in total liabilities and a total deficit of $853.81 million. * * * In April 2018, Moody's Investors Service affirmed its 'Caa1' Corporate Family Rating of DJO Finance LLC. The affirmation of DJO's 'Caa1' CFR reflects that, while the company's overall liquidity profile has improved, the company remains highly leveraged with debt/EBITDA in excess of 9.0x. Further, the company faces significant refinancing risk as the majority of its debt comes due in 2020. DOUBLE L FARMS: Taps Sutton & Simmons as Accountant --------------------------------------------------- Double L Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire an accountant. The Debtor proposes to employ Sutton & Simmons, PLLC to file tax returns and provide tax and financial advice in connection with its Chapter 11 case. Curtis Simmons, the firm's accountant who will be providing the services, will be paid at the hourly rate of $180. The firm's administrative assistant will charge $95 per hour. Mr. Simmons disclosed in a court filing that he does not represent any interest adverse to the Debtor's bankruptcy estate. Sutton & Simmons can be reached through: Curtis Simmons Sutton & Simmons, PLLC 39 Professional Plaza Rexburg, ID 83440 Phone: (208) 356-3452 Fax: (208) 356-8577 About Double L Farms Double L Farms, Inc., is a privately-held company in Rigby, Indiana, that operates in the farming industry. Double L Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40910) on Oct. 9, 2018. In the petition signed by Jared Keith Lewis, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Joseph M. Meier presides over the case. The Debtor tapped Maynes Taggart PLLC as its legal counsel. EASTGATE PROFESSIONAL: D. Rolfes to Advance $100K ------------------------------------------------- Eastgate Professional Office Park, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of Ohio, Western Division (Cincinnati), a modification of its second amended Chapter 11 plan. The Modification filed on November 14, 2018, reflects the following changes to the Second Amended Plan: (1) Section I.A.31 is deleted in its entirety and replaced with the following: 31. "Property" means the real estate and improvements located at 4360, 4355, and 4358 Ferguson Drive, Clermont County, OH 45245. (2) Section I.A.38 is deleted in its entirety and replaced with the following: 38. "Tenant Improvement Account" shall mean that certain tenant improvement escrow account established and held by GLIC in connection with the terms of its loan to the Debtor, which account has a balance as of November 8, 2018 of $146,365.05. (3) Section III.A is deleted in its entirety and replaced with the following: A. GLIC Secured Claim - Class 1. 1. Description. Class 1 consists of the Allowed Secured Claim of GLIC Real Estate Holding, LLC. 2. Treatment. Except as modified by this Plan, the terms and conditions of the GLIC Loan Documents shall remain in full force and effect. The Class 1 Claim shall be Allowed in the total amount of $4,400,000 and shall bear interest at 7% per annum from and after November 1, 2018. The Debtor shall pay to GLIC the amount of $51,333.32 from the Tenant Improvement Account, which funds shall be applied to the December 1, 2018 and January 1, 2019 interest payments on the Class 1 Claim, in accordance with Section IV.E of the Plan. Beginning February 1, 2019, and monthly thereafter, the Debtor shall make interest payments to GLIC of $25,666.66 from Debtor's revenues, and those payments shall be applied to interest on the Allowed Class 1 Claim provided that at the time no new default under the GLIC Loan Documents, or the cash collateral orders entered in the Chapter 11 Case, or the Plan following the Effective Date (each, a "New Default") has occurred that has not been cured on or before 30 days from the date of the New Default. GLIC shall retain its mortgage and Liens on the Debtor's assets. During the term of the Plan, there shall be no further encumbrances on GLIC's collateral. The existing guaranties from Gregory K. Crowell and Daniel R. Rolfes to GLIC shall remain in place. GLIC may pursue collection of the amounts due under the existing guaranty from Mr. Crowell as set forth in the proof of claim filed by GLIC in the bankruptcy case of Mr. Crowell appearing as case no. 17-13624 on the docket of the United States Bankruptcy Court for the Southern District of Ohio, Western Division. If the Debtor pays to GLIC on or before June 30, 2019, a total of $3,600,000 (the "Discounted Payment Amount") in addition to the interest payments made in accordance with this Section III.A.2 and any adequate protection payments made pursuant to cash collateral orders entered into by the Debtor and GLIC, GLIC's Allowed Class 1 Claim shall be deemed paid in full, Mr. Crowell and Mr. Rolfes shall be released from their respective guaranties, and GLIC shall cause the GLIC Foreclosure Case to be dismissed with prejudice. Alternatively, Mr. Rolfes may purchase the GLIC loan for the "Discounted Payment Amount" on or before June 30, 2019, provided that GLIC's standard note purchase documents are completed to its satisfaction and the sale is "As Is" with no representations or warranties. Nothing herein shall be deemed to preclude GLIC from selling, transferring or assigning the note, loan, or GLIC's claim against Debtor, subject to the continuing right hereunder of Mr. Rolfes to purchase the note, loan or GLIC's claim. The Debtor and Mr. Rolfes shall release all claims against GLIC effective upon payment to GLIC of the Discounted Payment Amount. The Debtor shall sign and deliver to GLIC a Consent Judgment in Foreclosure (the "Consent Judgment") in favor of GLIC in the GLIC Foreclosure Case, which Consent Judgment shall be held by GLIC's counsel in escrow pending a New Default. The Debtor shall have a 30 day grace period from the date of any New Default in which to cure that New Default. The Consent Judgment shall be released from escrow upon the occurrence of a New Default, which is not cured during the 30 day grace period. If the Discounted Payment Amount is not paid to GLIC on or before June 30, 2019, there shall be no additional grace period in which to cure, and GLIC may execute the Consent Judgment immediately and without further notice. The Confirmation Order shall further provide that the Debtor is barred from filing another bankruptcy petition for a period of 180 days from the earlier of the last day in which the Debtor could have cured a New Default or June 30, 2019. 3. Status and Voting. Class 1 is impaired and is entitled to vote to accept or reject the Plan. (4) Section IV.D is deleted in its entirety and replaced with the following: D. Sale of Assets. Debtor may sell any portion of GLIC's collateral provided that (a) all terms and conditions of any sale, including, without limitation, the value of the remaining collateral, are satisfactory to GLIC, and (b) all proceeds of any sale after payment of (i) any real estate taxes then due and (ii) customary and reasonable costs of sale, up to the total amount of GLIC’s claim, are paid to GLIC. So as long as no New Default has occurred that not been cured on or before 30 days from the date of that New Default, such net sale proceeds shall be credited towards the Discounted Payment Amount. (5) Section IV.E is deleted in its entirety and replaced with the following: E. Tenant Improvement Account. Daniel R. Rolfes will advance funds to Reorganized EPOP if and when such funds become necessary to address any cash flow shortfalls, up to a cumulative amount of $100,000. The prepayment of the initial two monthly interest payments in the aggregate amount of $51,333.32 in accordance with Section III.A of the Plan shall be paid to GLIC out of the Tenant Improvement Account in accordance with the terms of a cash collateral order entered into by GLIC and the Debtor prior to the Effective Date. Upon that prepayment, the remaining balance of the Tenant Improvement Account shall be released to Debtor to be used for tenant improvements in accordance with the terms of that same cash collateral order. (6) Section IV.F is deleted in its entirety and replaced with the following: F. Temporary Injunction and Dismissal of Daniel R. Rolfes from GLIC Foreclosure Case. Upon the Effective Date, GLIC shall sign and file a consent entry dismissing without prejudice the pending litigation against Daniel R. Rolfes and its claims on the guaranty from Mr. Rolfes to GLIC asserted in GLIC Real Estate Holding, LLC v. Eastgate Professional Office Park Ltd., et al., Case No. 2017CVH01080 in the Court of Common Pleas for Clermont County, Ohio (the "GLIC Foreclosure Case") and shall not pursue the existing guaranty against Mr. Rolfes as long as no New Default has occurred that has not been cured on or before 30 days from the date of that New Default. Upon the Effective Date, any claim by GLIC that existed or arose prior to December 5, 2017 against Mr. Rolfes under his guaranty shall be deemed released and GLIC shall not pursue Mr. Rolfes for those claims. (7) Section V.A. is amended to add a new Section V.A.3, as follows: 3. The Confirmation Order shall bar the Debtor from filing a petition for relief under Title 11 of the United States Code for a period of 180 days following the date that the Consent Judgment described in Section III.A.2 is released from escrow. (8) Section XI.A is deleted in its entirety and replaced with the following: A. Exculpation and Limitation of Liability. On the Effective Date, the Debtor and all holders of Claims against and Interests in the Debtor will be conclusively deemed to release from claims arising solely in the Debtor's Chapter 11 Case all professionals retained by order of the Bankruptcy Court in the Chapter 11 Case, and all of such professionals' respective officers, directors, employees, principals, partners and agents, and all officers and directors of the Debtor holding such offices at any time through the Effective Date from all liabilities, claims, costs, damages and expenses, except for Claims arising from fraud, willful misconduct or gross negligence to such persons. This release does not affect any other claims, including but not limited to the claims of GLIC against Mr. Crowell and Mr. Rolfes arising from their respective guaranties of the loan from GLIC’s predecessor in interest to the Debtor, subject to the terms of Section IV.F of the Plan; provided, however, if the Debtor pays $3,600,000 (the "Discounted Payment Amount") to GLIC on or before June 30, 2019, GLIC's Allowed Class 1 Claim shall be deemed paid in full and Mr. Crowell and Mr. Rolfes shall be released from their respective guaranties. A redlined version of the Second Amended Plan is available for free at: http://bankrupt.com/misc/ohsbke17-13307-0237.pdf About Eastgate Professional Office Park Established in 1996, Eastgate Professional Office Park Ltd. is a privately-held company that operates nonresidential buildings. It owns real properties located at 4360, 4355, 4357, 4358 Ferguson Drive, Cincinnati, Ohio, valued at $8.61 million. Eastgate Professional Office Park sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13307) on Sept. 12, 2017. Gregory K. Crowell, manager, signed the petition. At the time of the filing, the Debtor disclosed $8.64 million in assets and $9.31 million in liabilities. Judge Jeffery P. Hopkins presides over the case. Goering & Goering LLC the Debtor's bankruptcy counsel. No creditors' committee, trustee or examiner has been appointed. ELO TOUCH: Moody's Assigns B2 Corp. Family Rating, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to Elo Touch Solutions, Inc. (New) in connection with the pending acquisition of the company by Crestview Partners. The company's proposed $395 million senior secured credit facility ($35 million revolver and $360 million term loan) was assigned a rating of B2. The rating outlook is stable. Proceeds from the proposed senior secured facilities and equity capital provided by Crestview will be used to acquire the equity interests of existing shareholders of Elo and to repay Elo's existing debt. Moody's assigned the following ratings: Issuer: Elo Touch Solutions, Inc. (New) --- Corporate Family Rating (CFR) at B2 --- Probability of Default Rating at B2-PD --- Proposed $35 million Gtd senior secured 1st lien revolving credit facility at B2 (LGD3) --- Proposed $360 million Gtd senior secured 1st lien term loan at B2 (LGD3) --- Outlook is Stable The assignment of ratings remains subject to Moody's review of the final terms and conditions of the proposed financing and acquisition that is expected to close during the fourth quarter of 2018. RATINGS RATIONALE The B2 CFR reflects Elo's relatively small business scale and expected leverage of approximately 4x (Moody's adjusted) following the pending acquisition by Crestview. This level of leverage is considered high given the evolving business and technology landscape and competition from companies with greater scale and financial flexibility. The rating is also constrained by limited growth prospects and a competitive environment in some of the company's more mature product categories, as well as the margin expansion constraint from the residual shift in the company's product portfolio mix away from certain higher-margin products. Exposure to trade negotiations with China, while not translating into significant economic impacts at this time, may present incremental risk should an escalation occur. The rating is supported by Elo's strong niche position in attractive areas of the commercial touchscreen market, a high degree of customer and product diversification, and growth potential in newer product categories. The rating is also supported by positive trends in Elo's addressable markets, such as the significant incremental penetration potential of touchscreen products in self-service kiosks and digital signage. Elo's strong business execution and investments in technology capabilities have resulted in solid revenue growth and margin expansion over the last two years, and position the company to participate in the growth opportunities in its addressable markets. Significant customer wins and a solid committed pipeline of new business support near-term growth prospects and visibility. The stable outlook reflects its expectation that Elo will generate mid-single digit organic revenue growth over the next 12 to 18 months, resulting in leverage improving to below 4x in fiscal 2019. The ratings could be upgraded if Elo were to grow revenues and margins on a sustained basis, expand its business scale and adhere to conservative financial policies. The rating could be downgraded if Elo were to experience declining revenues or margins or increase leverage above 5.0x level on a sustained basis. The B2 ratings for Elo's proposed senior secured credit facilities reflect a B2-PD PDR and a Loss Given Default ("LGD") assessment of LGD3. The facility ratings are consistent with the CFR reflecting the single class of secured debt comprising the preponderance of Elo's capital structure. Pro forma for the acquisition by Crestview, Elo's liquidity profile is expected to be supported by a revolving credit facility with a $35mm commitment which is expected to be undrawn at closing. Moody's expects Elo to generate free cash flow of approximately 10% of debt balances over the next 12 months. Credit facilities will contain a maximum leverage financial covenant which will be applicable if outstanding balances under the revolving credit facility exceed 35% of commitments, which is expected to be set at levels providing for ample cushion to the company's projected financial performance. The principal methodology used in these ratings was Diversified Technology published in August 2018. With revenue of $416 million in fiscal year 2018 (September), Elo produces touchscreen panels and touchscreen computers for diverse applications including point-of-sale, self-service kiosks, interactive digital signage, and medical and industrial automation applications. ELO TOUCH: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Milpitas, Ca.-based Elo Touch Solutions Inc. The outlook is stable. The rating was removed from CreditWatch, where it was placed with negative implications on Oct. 19, 2018, after the announced sale of the company to Crestview Partners. S&P said, "We also assigned our 'B+' issue-level and '3' recovery rating to Elo's $395 million senior secured credit facilities, consisting of a $35 million revolving credit facility due 2023 and a $360 million first-lien term loan due 2025. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate 50%) in a payment default. "The rating affirmation is based on our view that despite pro-forma adjusted leverage for the 12 months ended September 2018 increasing 2.5x to 4.0x as a result of the sponsorship change, this does not exceed our current downside threshold of the mid-4x leverage. Elo has a high concentration in the restaurant (40%) and retail (20%) industries—end markets we view as volatile. However, trends in the QSR (quick service restaurants) and retail industries have enabled the company to build a strong backlog of orders over the next 12 months. The revenue visibility provided from these orders, despite a deterioration in Elo's leverage cushion versus the downside scenario, leads us to view the company as being able to sustain leverage at this level, or better, over the next 12-24 months. As such, we affirmed the current rating and revised the outlook to stable, from CreditWatch with negative implications. "The stable outlook on reflects our expectation that the company will maintain its customer share in the highly fragmented touchscreen hardware industry. Additionally, we forecast that the company will maintain stable operating margins, resulting in predictable cash flow generation and a conservative leverage profile. "We could lower the rating if the company faces increased competition in the highly fragmented touchscreen hardware industry, contributing to significantly lower product refreshes by customers and sales growth below our base-case expectation, or through additional debt-funded shareholder distributions, leading to leverage in excess of the mid-4x area. "We could raise the rating if the company can continue decreasing exposure to the retail and restaurant end markets (as a percentage of revenue), and expand its presence in additional markets such as medical and industrial, and is also able to maintain and commit to leverage in the low-2x area." EMBA TRANSPORTATION: Wants to Obtain Financing, Use Cash Collateral ------------------------------------------------------------------- EMBA Transportation, Inc. seeks authorization and approval from the U.S. Bankruptcy Court for the Northern District of Georgia to obtain and continue accounts receivable financing from Freight Factoring Specialists, LLC and to use cash collateral. Due to the nature of the Debtor's business and its relationships with certain customer, accounts receivable financing is necessary to maintain positive cash flow. The Debtor requires accounts receivable financing to maintain its operations. Without accounts receivable financing, the Debtor will not have sufficient working capital to maintain its operations. The proposed budget provides total monthly expenses in the approximate amount of $98,297. Prior to the Petition Date, FFS and the Debtor entered into an Accounts Purchasing Agreement, pursuant to which, FFS agreed to provide accounts receivable financing to Debtor. Upon the sale of each invoice, FFS advances to the Debtor 95% of the face value of each invoice. To continue its operations and maintain its cash flow, the Debtor requires accounts receivable financing. The Debtor sells to its customers on net 30-day terms, but customers in the industry regularly pay their invoices in 45 or 60 days. Thus, factoring allows the Debtor to access 95.0% of its accounts receivable in 24 to 72 hours and the balance upon payment of the invoice from the customer. Without this Accounts Receivable Financing, the Debtor will lack access to sufficient working capital to expand its manufacturing and sales efforts. The Debtor and FFS have agreed to grant, as adequate protection for any diminution in the value of its prepetition collateral, a valid, perfected and enforceable first-priority security interest in and upon all of the categories and types of collateral in which FFS held a security interest and lien as of the Petition Date, including, without limitation, cash collateral, and the proceeds thereof. A full-text copy of the Debtor's Cash Collateral Motion available at: http://bankrupt.com/misc/ganb18-68814-3.pdf About EMBA Transportation EMBA Transportation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-68814) on Nov. 6, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Wendy L. Hagenau. The Debtor tapped Wiggam & Geer, LLC as its legal counsel. EXPRESSWAY DELIVERIES: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Expressway Deliveries, Inc. 1371 Charles Willard Street Carson, CA 90746 Business Description: Expressway Deliveries, Inc. is a privately held company in Carson, California, that operates in the couriers and express delivery services industry. Chapter 11 Petition Date: November 26, 2018 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 18-23791 Judge: Hon. Julia W. Brand Debtor's Counsel: J. Bennett Friedman, Esq. FRIEDMAN LAW GROUP, P.C. 1900 Ave of the Stars 11th Floor Los Angeles, CA 90067-4409 Tel: 310-552-8210 Fax: 310-733-5442 Email: jfriedman@flg-law.com Total Assets: $325,345 Total Liabilities: $1,045,781 The petition was signed by Jason Molino, vice president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-23791.pdf FAIRBANKS CO: Wants Asbestos Claimants Representative Appointed --------------------------------------------------------------- The Fairbanks Company seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to appoint an attorney to represent persons who may file asbestos-related claims against the company. In its motion, the Debtor proposes the appointment of James Patton, Jr., Esq., chairman of Young Conaway Stargatt & Taylor, LLP. He will be paid at his standard hourly rate of $1,250 and will be reimbursed for work-related expenses. The Debtor had earlier dropped its bid to appoint Lawrence Fitzpatrick as the legal representative for future claimants. Mr. Patton is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Mr. Patton maintains an office at: James L. Patton, Jr., Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Phone: 302.571.6684 / 302.571.6600 Fax: 302.576.3325 / 302.571.1253 Email: jpatton@ycst.com About The Fairbanks Company Incorporated in 1891, The Fairbanks Company -- http://www.fairbankscasters.com/-- is a Georgia corporation that manufactures customized material handling equipment in its more than 200,000-square-foot manufacturing and warehousing facility located in Rome, Georgia. The Fairbanks Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-41768) on July 31, 2018. In the petition signed by CEO Robert P. Lahre, the Debtor estimated assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul W. Bonapfel presides over the case. The Debtor tapped Reed Smith LLP as its bankruptcy counsel, and Ogier, Rothschild & Rosenfeld, PC, as its local counsel. Cohen & Grigsby, P.C., is the insurance coverage counsel. On Oct. 11, 2018, the U.S. Trustee for Region 21 appointed a committee, which is comprised of creditors who hold unsecured claims against the Debtor for personal injury or wrongful death resulting from exposure to asbestos or asbestos-containing products. The committee tapped Caplin & Drysdale, Chartered as its legal counsel, and Jones & Walden, LLC as its local counsel. FLOYD E. SQUIRES: Court Issues Memorandum on Claims Objections -------------------------------------------------------------- Bankruptcy Judge William J. Lafferty, III, issued a memorandum regarding recently filed claim objections in the chapter 11 case captioned In re Floyd E. Squires, III, Betty J. Squires, Chapter 11, Debtors, Case No. 17-10828 (Bankr. N.D. Cal.). On Oct. 30, 2018, Debtors filed an Objection to Claim Number 56 by Claimant City of Eureka. On Nov. 1, 2018, Examiner Janina M. Hoskins filed an Objection to Claim Number 61 by Claimant Bradford C. Floyd. The Court notes the objections are lodged fairly close to the plan confirmation hearing set for Dec. 7, 2018. Accordingly, if the parties involved in either claim objection agree that the claim should be voted to in a certain amount at the confirmation hearing, the Court will entertain a stipulation stating as much. If it would be helpful for the Court to set a schedule on the objection to estimate either claim, the Court would entertain a request to do so on shortened time. A copy of the Court's Memorandum dated Nov. 6, 2018 is available at https://bit.ly/2DEiNwt from Leagle.com. Floyd E. Squires, III, Debtor, represented by David N. Chandler, Law Offices of David N. Chandler. Betty J. Squires, Joint Debtor, represented by David N. Chandler, Law Offices of David N. Chandler. Office of the U.S. Trustee / SR, U.S. Trustee, represented by Jared A. Day, Office of the U.S. Trustee. Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq., of the Law Offices of David N. Chandler. Janina M. Hoskins was appointed as examiner of the Debtors. GAINESVILLE HOSPITAL: Moody's Upgrades GOULT Debt Rating to Ba1 --------------------------------------------------------------- Moody's Investors Service has upgraded Gainesville Hospital District, TX's issuer and general obligation limited tax debt ratings to Ba1 from Ba2 and has assigned the Ba1 rating to the district's $41.9 million Limited Tax Refunding Bonds, Taxable Series 2018A. The outlook is stable. RATINGS RATIONALE The upgrade of the issuer rating to Ba1 reflects the bankruptcy court's confirmation of the district's plan of adjustment which ends the period of uncertainty stemming from the bankruptcy proceedings. None of the district's creditors, including bondholders, were impaired during the bankruptcy. The rating also reflects improving financial and operating performance supported by new management since May 2018, though results remain unaudited. The district recently executed a joint venture which will limit the district's exposure to the enterprise risk associated with hospital operations. The lack of a demonstrated trend of the new management team successfully operating the hospital is a limiting factor for the rating currently. Additional considerations supporting the rating include a large and stable tax base, manageable debt profile, significant tax rate flexibility, and lack of pension liability. The lack of rating distinction between the issuer rating and the limited tax rating reflects the ample headroom under the limited tax rate cap which offsets the district's inability to adjust the rate and lack of a full faith and credit pledge. RATING OUTLOOK The stable outlook reflects its expectation that the district's credit profile will remain stable over the next few years as operations shift outside the district and ongoing development will continue to support an affordable debt profile. FACTORS THAT COULD LEAD TO AN UPGRADE - District's demonstrated ability to maintain satisfactory reserves coupled with a sustained trend of CHC successfully operating the hospital FACTORS THAT COULD LEAD TO A DOWNGRADE - Inability to execute and/or termination of the joint venture resulting in operations returning to district - Inability of the district to maintain satisfactory reserves LEGAL SECURITY The bonds are secured by a continuing direct ad valorem tax on all taxable property within the district. The tax rate is limited to $7.50 per $1,000 assessed valuation, provided that no more than $6.50 per $1,000 is levied for debt service. USE OF PROCEEDS Proceeds of the Series 2018A bonds will be used to refund all of the district's currently outstanding bonds. PROFILE The district owns the North Texas Medical Center (NTMC), an acute care hospital located in the City of Gainesville, TX (Aa3). The city is located 60 miles north of the Dallas-Fort Worth metroplex and five miles south of the Texas-Oklahoma Border. The service area is predominantly Cooke County. The NTMC also sees patients from eastern Montague County, western Grayson County, northern Denton County and southern Love County, Oklahoma. The district currently operates 48 licensed beds and is licensed by the Texas Department of Health for up to 60 beds. The hospital provides inpatient and outpatient services including intensive care, operating rooms, emergency medical services, laboratory, rehabilitation, radiology, dietary, administration and other support services. As of May 1, 2018, the district has been managed by Community Hospital Corporation (CHC), and the district recently finalized a joint venture with CHC to have CHC take over operations. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Debt published in December 2016. An additional methodology used in these ratings was Not-For-Profit Healthcare published in November 2017. GALMOR'S/G&G STEAM: KSMI Objects to Disclosure Statement -------------------------------------------------------- Kirby-Smith Machinery, Inc. (KSMI), a creditor, objects to the disclosure statement explaining Galmor's/G&G Steam Service, Inc.'s plan. According to KSMI, the Debtor has failed to provide information essential for creditors to weigh the creditability and merits of the Plan and to make an informed judgment how to act on the Plan. In fact, the Plan itself is facially deficient and cannot be confirmed. Thus, the Disclosure Statement should not be disseminated to creditors in a fruitless effort to confirm a plan which will serve only to unnecessarily further increase administrative costs and further delay resolution of the case. Kirby-Smith Machinery is represented by: Kevin S. Wiley, Jr., Esq. Rebecca A. Hicks, Esq. Julie A. Linares, Esq. HICKS LAW GROUP PLLC 325 N. St. Paul, Suite 4400 Dallas, TX 75201 Tel. (469) 619-5721 Fax (469) 619-5725 Email: KWiley@HicksLawGroup.com RHicks@HicksLawGroup.com JLinares@HicksLawGroup.com About Galmor's/G&G Steam Service Galmor's/G&G Steam Service, Inc., based in Shamrock, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-20210) on June 19, 2018. In the petition signed by Michael Stephen Galmor, president, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Robert L. Jones presides over the case. Max R. Tarbox, Esq., at Tarbox Law, P.C., serves as bankruptcy counsel and Hartzog Conger Cason & Neville, as special counsel. GILES REPLOGLE: Court Tosses FHL Bid to Enforce Dec. 29 Court Order ------------------------------------------------------------------- Bankruptcy Judge Jimmy L. Croom sustains Tennessee Business and Industrial Development Corporation (BIDCO) limited objection to FHL Industries' expedited motion to enforce the Court's Dec. 29, 2017 order. The Debtors filed a "Motion for Authority to Sell or Transfer Assets Pursuant to 11 U.S.C. section 363 Free and Clear of Liens, Claims and Encumbrances." Fox Hardwood Company, LLC offered to buy "substantially all of the assets of the Affiliated Debtors, and certain listed assets of the Debtors, in exchange for payment of $1,300,000." The Debtors filed an amended Sale Motion on December 6, 2017. Because of environmental concerns related to the real property, the Debtors proposed leasing the real property to FHL rather than selling it. The Court heard the Amended Motion on December 7, 2017. The Court entered an "Order Granting Motion to Sell Assets Pursuant to 11 U.S.C. section 363 Free and Clear of Liens, Claims and Encumbrances" ("Sale Order") on December 28, 2017. On October 9, 2018, FHL filed an “Expedited Motion to Enforce Court's December 29, 2017 Order” ("Enforcement Motion"). FHL contended that it purchased "all of the Debtors' assets that relate to the operation of the Affiliated Debtors" pursuant to the December 28, 2017 Sale Order. BIDCO objected to the Enforcement Motion "to the extent FHL intends to auction real property, fixtures, or anything that could be viewed as or found to be a fixture by this Court." The Court conducted a hearing on FHL's Enforcement Motion and the objections/responses thereto on Nov. 15, 2018. After reviewing the proof and the terms of the Sale Order, and considering the arguments made at the hearing, the Court granted FHL’s motion as to the personal property which the Court determined to include all of the personal property assets that relate to the operation of the affiliated Debtors. The Court took the issue of whether the kiln buildings were personal property or fixtures attached to the real property under advisement. BIDCO submitted a short video to the Court of one of the kilns at issue in this case as Trial Exhibit 4. The kiln in the video has clearly been assembled and installed on the real property. BIDCO also asserts that the kilns "are sealed to the cement" and are insulated. Under the test set forth by the Tennessee Supreme Court in Hickman v. Booth, 173 S.W. 438 (1915), the Court concludes that the use of the kilns in the Affiliated Debtors’ sawmill business demonstrates an intention to treat the kilns as an improvement affixed to the real property. The Affiliated Debtors' businesses were dependent on the availability of good quality lumber. Part of insuring the quality of the wood meant reducing the moisture content of the lumber. Consequently, it only makes sense that the kilns were installed as a permanent improvement to the property. The fact that the Debtors leased the real property to another lumber company bolsters this conclusion. The decision to lease the property to another lumber company shows an intention to maintain the same use of the property. Thus, the kilns were an improvement and an asset of the realty. Lastly, based on the video submitted by BIDCO, the Court presumes that removal of the kilns would require the assistance of machinery and would take more than a few minutes. Therefore, the Court concludes that the kilns at issue in this case are sufficiently and permanently installed like the kilns in Tibbals Flooring Co. v. Huddleston. For these reasons, the Court concludes that the kilns in the present case must be considered an improvement to, or a fixture of, the Debtors' real property. Consequently, the inclusion of "fixtures" in Exhibit B to the APA exceeds the terms of the Court's Sale Order and is void. The Court further concludes that the Debtors did not sell the kilns to FHL and they may not be included in the auction scheduled for December 7, 2018, and December 8, 2018. A copy of the Court's Order dated Nov. 21, 2018 is available at http://bankrupt.com/misc/tnwb17-12183-142.pdf Giles Nathan Replogle and Betty Carroll Replogle sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 17-12183) on Oct. 2, 2017. The Replogles tapped Griffin S. Dunham, Esq., at Frost Brown Rodd, LLC, as counsel. Based in Henry, Tennessee, Replogle Hardwood Flooring and its affiliate, Replogle Enterprises, G.P., which sell unfinished hardwood flooring, filed Chapter 11 petitions (Bankr. W.D. Tenn. Case Nos. 17-12172 and 17-12173) on Sept. 29, 2017. The petitions were signed by Nathan Replogle, authorized representative of the Debtors. The Debtor's cases were administratively consolidated by order of the Court on Nov. 1, 2017. At the time of filing, Replogle Hardwood disclosed $2,190,000 in assets and $4,790,000 in liabilities, and Replogle Enterprises disclosed $806,667 in assets and $5,110,000 in liabilities. Phillip G. Young, Jr., of Thompson Burton, PLLC, serves as counsel to the Debtors. HERTZ GLOBAL: S&P Affirms B+ Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Hertz Global Holdings Inc. and its issue-level ratings, including on Hertz Corp.'s $865 million revolving credit facility, $700 million term loan B, and $2.5 billion of senior unsecured notes and Hertz Holdings Netherlands B.V.'s EUR725 million senior unsecured notes. At the same time, S&P lowered its issue-level rating on Hertz Corp.'s $1.25 billion second-lien notes to 'B+' from 'BB-' and revised its recovery rating to '4' from '2'. S&P said, "We are lowering our issue-level rating on Hertz Corp.'s second-lien debt due to the reduced excess value cushion for the second-lien notes net of first-lien debt. The book value of Hertz's vehicle fleet has grown over the past year to $13.6 billion as of Sept. 30, 2018, from approximately $12.4 billion as of Sept. 30, 2017, an increase of $1.2 billion, while vehicle debt has risen by $1.8 billion, resulting in lower recovery prospects for Hertz Corp.'s second-lien notes. We are also affirming our issuer credit rating on Hertz Global Holdings Inc. and all other issue level ratings. Airline traffic growth, a driver of car rentals, has been strong, especially for leisure travel, a trend that we expect will continue as long as the economy continues to grow. At the same time, we expect moderately higher pricing and continued strong used car prices will help vehicle costs. We expect these to be somewhat offset by higher debt levels as the company grows its fleet and the associated interest expense, resulting in relatively stable credit metrics through 2019. Over time, the car rental and car sharing businesses could face increasing pressure from the spread of ride-hailing companies, such as Uber and Lyft. However, we don't foresee a significant impact over the next few years. Currently, the car rental and ride-hailing businesses only have limited overlap because most rentals involve much longer trips and rental periods. Additionally, Hertz has a partnership with Uber and Lyft, which allows drivers to lease Hertz vehicles on a weekly basis. "The stable outlook on Hertz reflects our expectation that the company's credit metrics will improve modestly through 2019 due to modestly higher pricing and lower vehicle costs aided by continued strong used car prices. We expect FFO to debt in the high-teens percent area through 2019, modestly improving from 17.5% in 2017. "We could lower our ratings on Hertz over the next year if the company's operating performance weakens. This could happen if a decline in pricing or weaker-than-expected used car prices causes its FFO-to-debt ratio to decline to below 15% on a sustained basis. "Although unlikely, we could raise our ratings on Hertz over the next year if its EBIT interest coverage improves to at least 1.1x while its FFO-to-debt ratio increases to the low-20% area on a sustained basis. Improvements in earnings and credit metrics could be the result of stronger volumes due to higher than expected GDP and air passenger growth, or pricing, and a continued strong used car market. "We assess Hertz's liquidity as adequate. We believe that the company's sources of cash will be about 1.2x its uses. We also expect that its net sources would remain positive even if EBITDA declines by 15%. While we expect the company to meet most of our other criteria for such a designation, we do not believe that it has the ability to absorb high-impact, low-probability events with limited need for refinancing, as evidenced during the financial crisis, when it successfully refinanced a substantial portion of its debt over a relatively short period, albeit at higher pricing." HOMETOWN HOLDINGS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Hometown Holdings LLC 2960 N Swan Rd, #136 Tucson, AZ 85712 Business Description: Hometown Holdings LLC is a privately held company in Tucson, Arizona, that leases real estate properties. Chapter 11 Petition Date: November 26, 2018 Court: United States Bankruptcy Court District of Arizona (Tucson) Case No.: 18-14326 Debtor's Counsel: Kasey C. Nye, Esq. WATERFALL, ECONOMIDIS, CALDWELL, HANSHAW & VILLAMANA, P.C. 5210 E. Williams Circle, Suite 800 Tucson, AZ 85711 Tel: 520-202-5018 Fax: 520-745-1279 Email: knye@waterfallattorneys.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Colin Reilly, manager. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/azb18-14326.pdf J.P. APARTMENTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Three affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- J.P. Apartments Cooperative 18-02566 PO Box 134 Colona, IL 61241 Jones Lease Properties, LLC 18-02568 J.P. Rentals, LLC 18-02569 Business Description: JP Rentals, LLC and Jones Lease Properties, LLC are a locally owned and operated rental property companies serving the Quad Cities and surrounding areas. As the source for rental living, they offer a wide variety of rental properties including apartment complexes, single family homes, townhomes, and duplexes. Chapter 11 Petition Date: November 26, 2018 Court: United States Bankruptcy Court Southern District of Iowa (Davenport) Debtors' Counsel: Jeffrey D. Goetz, Esq. BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE PC 801 Grand Ave, Ste 3700 Des Moines, IA 50309-8004 Tel: (515) 246-5817 Fax: (515) 246-5808 Email: goetz.jeffrey@bradshawlaw.com - and - Krystal R. Mikkilineni, Esq. BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE PC 801 Grand Ave, Ste 3700 Des Moines, IA 50309 Tel: (515) 246-5870 Fax: (515) 246-5808 Email: mikkilineni.krystal@bradshawlaw.com J.P. Apartments' Total Assets: $4,765,888 J.P. Apartments' Total Liabilities: $4,689,693 The petition was signed by Erik R. Jones, director. A full-text copy of J.P. Apartments' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/iasb18-02566.pdf JDJ REALTY: Seeks to Hire Robert Damiano as Accountant ------------------------------------------------------ JDJ Realty Associates, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Robert Damiano, CPA, LLC as its accountant. The firm will assist the Debtor in the preparation of tax returns, financial statements and audits, and will provide general accounting services. Robert Damiano, a certified public accountant and member of the firm, 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: Robert Damiano Robert Damiano, CPA, LLC 68 Finderne Avenue Bridgewater, NJ 08807 Phone: (908) 722-6660 Fax: (908) 722-6676 Email: RDamiano@rd-cpa.com About JDJ Realty Associates JDJ Realty Associates, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 18-28692) on Sept. 19, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $1 million. The case has been assigned to Judge Christine M. Gravelle. The Law Firm of Brian W. Hofmeister, LLC represents the Debtor. LBI MEDIA: Files Chapter 11 Petition to Facilitate Restructuring ---------------------------------------------------------------- LBI Media, Inc. on Nov. 21 disclosed that it is pursuing a financial restructuring in order to implement an agreement with 100% of the Company's senior lenders to reduce LBI's debt by more than $350 million. LBI has also received a commitment for a new $38 million loan from its senior lenders, which will support the Company's operations during the restructuring process. LBI will continue running its business in the ordinary course as a leading Spanish-language television and radio broadcaster and television network, allowing its popular programming to continue to be seen and heard by millions of viewers nationwide. To implement the restructuring, LBI and certain of its affiliates have filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company has filed a number of customary motions seeking court authorization to continue to support its business operations during the restructuring process, including the continued payment of employee wages and benefits without interruption. The Company expects to receive court approval for these requests shortly. The Company also intends to pay vendors and suppliers in full under normal terms for goods and services provided after the date hereof. Additional information, including court filings and other information related to the proceedings, is available from a website administered by our claims agent, Epiq, at https://dm.epiq11.com/LBIMedia. Advisors Weil, Gotshal & Manges LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as investment banker, and Alvarez & Marsal North America is serving as financial advisor. About LBI Media, Inc. LBI Media -- http://www.lbimedia.com-- is the largest privately held, minority-owned Spanish-language broadcaster in the United States, with ten television stations and seventeen radio stations operating in top U.S. Hispanic markets. LBI Media operates the EstrellaTV Network, Don Cheto Radio Network, Fenomeno Studios MCN, Que Buena Radio and La Raza Radio. The Company produces over 50 hours of original television programming at its Burbank Television Studios each week. The EstrellaTV(R) programming catalog consists of over 7,500 hours of original, Spanish-language television programming in genres including talk, drama, comedy, variety, reality, music and more. LE CENTRE: U.S. Bank Secured Claims Deemed Allowed Claims --------------------------------------------------------- Le Centre on Fourth LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, a redline version of its third amended Chapter 11 plan dated November 14, 2018. The following are the salient points reflected in the redline version: * U.S. Bank Secured Claims (Class 2). Classification: Class 2 consists of the U.S. Bank Secured Claim, which is hereby deemed to be an Allowed Claim. Treatment: In full satisfaction, release and discharge of the Class 2 Secured Claim, the holder of the Class 2 Claim shall receive Cash by wire transfer in an amount equal to the sum of: (X) unpaid principal, (Y) interest (including interest at the default rate of interest), and (Z) costs and attorneys' fees, less (W) $200,000 (the "Class 2 Payoff"), without setoff or recoupment of any kind on the Effective Date or as soon as practicable thereafter. The liens securing the Class 2 Claim shall continue to attach to the collateral until the holder of the Class 2 Secured Claim has received the Class 2 Payoff. Upon receipt of the Class 2 Payoff, and the mutual releases described in this section, the holder of the Class 2 Secured Claim shall execute and deliver any documents reasonably requested by the Reorganized Debtor to evidence the discharge of the Class 2 Secured Claim and the release of the liens securing the Class 2 Secured Claim. On the Effective Date of the Plan, the holder of the Class 2 Secured Claim shall also receive and deliver mutual releases from AJS, 501, BLH and related parties in form and substance acceptable to U.S. Bank. * Modification of the Schedule of Assumed Executory Contracts and Unexpired Leases. The Schedule of Assumed Executory Contracts and Unexpired Leases may be modified by the Debtor to add or delete contracts and leases up to three (3) days prior to the scheduled Confirmation Hearing. In addition, with notice to the Court, the Debtor may add or delete contracts and leases as necessary to satisfy the Stonehenge Conditions at any time prior to the Effective Date. * The following, among others, are conditions precedent to the Effective Date that must be satisfied or waived: (i) The Plan Documents shall be in a form and substance reasonably acceptable to the Debtor, and have been duly executed and delivered; provided, however, that no party to any such agreements and instruments, except Stonehenge Community Development and/or USBCDC with respect to the Stonehenge Lender Approval Documents, may unreasonably withhold its execution and delivery of such documents to prevent this condition precedent from occurring. The Stonehenge Lender Approval Documents are subject to approval by Stonehenge Community Development and USBCDC in their sole written discretion. (ii) The Stonehenge Conditions shall have been satisfied in the sole written discretion of Stonehenge Community Development and USBCDC. * Consequence of Plan Not Becoming Effective. If for any reason the Plan does not become effective on or before December 21, 2018, unless this date is extended in the sole and absolute discretion of the Debtor to a date not to extend beyond January 31, 2019, the Plan, including, without limitation all releases, injunctions and exculpations set forth herein, and the Confirmation Order shall be vacated and void and the Debtor, all creditors and parties in interest shall be restored to their positions status quo ante in effect immediately before the entry of the Confirmation Order. A redlined version of the Third Amended Plan is available for free at: http://bankrupt.com/misc/flsbke17-23632-0341.pdf About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida, that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC, is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017. In the petition signed by CRO Ian Ratner, the Debtor estimated its assets and liabilities at between $50 million and $100 million. Judge Raymond B. Ray presides over the case. The Debtor tapped the Law Firm of Berger Singerman LLP as its legal counsel; the Law Office of Mark D. Foster, as special tax counsel; and GlassRatner Advisory & Capital Group, LLC, as its restructuring advisor. LOS ANGELES TRAINING: Seeks to Hire Sedacca as Accountant --------------------------------------------------------- Los Angeles Training Center LLC and F.A.S.S.T. LLC seek approval from the U.S. Bankruptcy Court for the Central District of California to hire an accountant. The Debtors propose to employ Sedacca Accountancy Corporation to prepare tax returns, financial statements and monthly accounting reports, and provide consulting services. The firm's hourly rates range from $150 to $325. The rate for clerical and bookkeeping services is $75 per hour. Jeffrey Sedacca and Blanca Herrera, the accountants anticipated to provide the services, charge $325 per hour and $150 per hour, respectively. Mr. Sedacca, a certified public accountant, 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: Jeffrey Sedacca Sedacca Accountancy Corporation 11661 San Vicente Boulevard, Suite 609 Los Angeles, CA 90049 Phone: 310-820-3040 Fax: 310-820-3085 Email: jsedacca@sedacca-cpa.com About Los Angeles Training Center and F.A.S.S.T. LLC Los Angeles Training Center LLC holds the lease on behalf of F.A.S.S.T. LLC for the property located at 11611 San Vicente Boulevard, Suite 200, Los Angeles, California. F.A.S.S.T., which conducts business under the name Velocity Sports Club, owns and operates a training facility and gymnasium. Los Angeles Training Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-21723) on October 5, 2018. On October 9, 2018, F.A.S.S.T. filed Chapter 11 case (Bankr. C.D. Cal. Case No. 18-21828). The case is jointly administered with that of Los Angeles Training Center. At the time of the filing, Los Angeles Training Center disclosed that it had estimated assets of less than $100,000 and liabilities of less than $500,000. F.A.S.S.T. estimated assets of less than $100,000 and liabilities of less than $1 million. Judge Ernest M. Robles presides over the cases. The Debtors tapped the Law Offices of Robert M. Yaspan as their legal counsel. MED CARE EMERGENCY: Taps Villeda Law Group as Legal Counsel ----------------------------------------------------------- Med Care Emergency Medical Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Villeda Law Group as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in litigation; review and negotiate claims made by creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly fees: Antonio Villeda Attorney $400 Christopher Cheatham Attorney $275 Mark Talbot Attorney $250 Cindy Curry Paralegal $175 David Rios Paralegal $175 Evelyn Hury Legal Assistant $65 Other Staff $50 Villeda Law Group and its attorneys and assistants do not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Antonio Villeda, Esq. Christopher Cheatham, Esq. Mark Talbot, Esq. Villeda Law Group 6316 North 10th Street, Bldg. B McAllen, TX 78504 Telephone: (956) 631-9100 Facsimile: (956) 631-9146 Email: avilleda@mybusinesslawyer.com Email: ccheatham@mybusinesslawyer.com Email: mtalbot@mybusinesslawyer.com About Med Care Emergency Medical Services Inc. Med Care Emergency Medical Services, Inc. is a privately-held company that provides emergency ambulance services. Med Care Emergency Medical Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-70408) on November 19, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Eduardo V. Rodriguez. The Debtor tapped Villeda Law Group as its legal counsel. MEDICAL PROPERTIES: S&P Affirms 'BB+' Issuer Credit Rating ---------------------------------------------------------- Birmingham, Ala.-based Medical Properties Trust Inc. reduced leverage substantially in the third quarter of 2018 but has yet to materially reduce its tenant concentration to its top tenant, Steward Health Care. S&P Global Ratings affirmed all of its ratings on Medical Properties Trust and its operating partnership, MPT Operating Partnership L.P. (collectively, Medical Properties Trust), including the 'BB+' issuer credit rating. S&P said, "At the same time, we affirmed our 'BBB-' issue-level rating on Medical Properties Trust's senior unsecured notes. The '2' recovery rating is unchanged, indicating our expectation for substantial recovery (70-90%; rounded estimate: 70%) for lenders in the event of a payment default. MPT Finance Corporation is a co-borrower on the notes. "The ratings affirmation and negative outlook reflect the company's continued elevated exposure to top tenant Steward (which represented 36.6% of revenues as of Sept. 30, 2018), although we feel that risk has been cushioned somewhat by the significant reduction in debt leverage that occurred in the third quarter. Medical Properties Trust executed on a joint venture (JV) agreement to sell a 50% stake in 71 German post-acute hospitals valued at 1.635 billion euros (approximately $1.9 billion), with Medical Properties Trust receiving approximately $1.3 billion in total (including its portion of secured debt). Moreover, the company received additional proceeds of $148 million in the third quarter from another asset sale, with the combined dispositions helping to improve S&P Global Ratings' adjusted debt to EBITDA to 5.7x as of Sept. 30, 2018 (from 7.5x as of June 30, 2018). We think there is a clear path to the company reducing its Steward concentration to the low-30% area within the next 12 months, given Medical Properties Trust's robust acquisition pipeline. "S&P Global Ratings' negative outlook on Medical Properties Trust reflects the company's significant tenant concentration risk, which leaves the company vulnerable to cash flow disruption should Steward face significant operational challenges that force it to restructure its lease agreement. We acknowledge Medical Properties Trust's large acquisition pipeline, and we expect the tenant concentration to improve materially over the next 12 months. Moreover, we expect these acquisitions will be funded in a balanced manner, which will keep S&P Global Ratings' adjusted debt to EBITDA at or below 7x. "We could lower the rating if Medical Properties Trust fails to reduce its exposure to Steward to the low-30% area within the next 12 months, or if one of its top tenants files for bankruptcy protection. Additionally, we could lower the rating if tenants experience industry-related pressure that cause rent coverage levels to weaken considerably. Given the size of the company's acquisition pipeline, we could also lower the rating if the company fails to issue a significant amount of equity to fund its growth, with S&P Global Ratings' adjusted debt to EBITDA rising back above 7.0x for a sustained period, or if debt to undepreciated capital rises above 55%. "We would consider revising the outlook back to stable if Medical Properties Trust successfully reduces its concentration to Steward to around the 30% area, with no operational disruptions at any of its top tenants. We would also need to see the company grow in a largely leverage-neutral manner, with S&P Global Ratings' adjusted debt to EBITDA remaining below 7.0x on a sustained basis." MID-ATLANTIC ENERGY: LaraLynn Unsecured Creditors to Get $25K ------------------------------------------------------------- LaraLynn, L.P., an affiliate of Debtor Mid-Atlantic Energy Concepts, Inc., filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve its proposed disclosure statement and fix dates for filing acceptances, rejections, or objections to the its proposed plan. LaraLynn is a Pennsylvania limited partnership formed in 2005, which owns the 6,350 square foot commercial office/warehouse building located on approximately 1.78 acre site at 129 Excelsior Drive ( the "Property"). The Property is the Debtor's only asset. Brendon Field is the General Partner and owns a 2% interest in the Debtor. There are two limited partners of the Debtor, Claudia L. Field who owns a 49% interest and Samantha L. Field. Each Holder of such Allowed General Unsecured Claim under the plan will receive a Pro-Rata share of $25,000 as follows: (i) within sixty (60) days after the later of (A) the Effective Date, (B) the date on which such General Unsecured Claim against the Debtor becomes an Allowed General Unsecured Claim, or (C) such other date as may be ordered by the Bankruptcy Court a pro rata share of $5,000; (ii) within one year after the later date of the (i) Effective Date or (ii) the date on which the Claim becomes an Allowed Claim, a Pro-Rata share of $5,000; (iii) within two years after the later date of the (i) Effective Date or (ii) the date on which the Claim becomes an Allowed Claim, a Pro-Rata share of $5,000; (iv) within three years after the later date of the (i) Effective Date or (ii) the date on which the Claim becomes an Allowed Claim, a Pro-Rata share of $5,000; and (v) within four years after the later date of the (i) Effective Date or (ii) the date on which the Claim becomes an Allowed Claim, a Pro-Rata share of $5,000. The Plan contemplates that the Reorganized Debtor will generate net operating income following the Effective Date, which will be sufficient to enable the Debtor to (a) pay the monthly installments due the Holder of Class 1 real estate tax claims, (b) pay the monthly installments due Santander, (c) pay the projected installments to unsecured creditors, (d) pay operating expenses and (e) pay any remaining principal balance due Santander plus accrued interest on or before the Santander Maturity Date. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/paeb18-14790-133.pdf About Mid-Atlantic Energy Concepts Founded in 1994, Mid-Atlantic Energy Concepts, Inc. --https://www.atlanticenergyconcepts.com/ -- is a privately held company specializing in turn-key lighting retrofits, taking full responsibility for all aspects of the project from site survey through project closeout. The company has performed lighting retrofits on over a thousand projects in both the public and private sectors, including federal, state and local government, hospitals, universities, school districts, office buildings, retail and commercial/industrial spaces. Mid-Atlantic Energy Concepts sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 18-14790) on July 20, 2018. Judge Richard E. Fehling is assigned to the case. In the petition signed by Kenneth Field, president, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Karalis PC, as counsel. An Official Unsecured Creditors Committee has not been appointed by the United States Trustee. MORRIS AND HADLEY: May Use Cash Collateral on Interim Basis ----------------------------------------------------------- The Hon. Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas has signed an agreed interim order authorizing Morris and Hadley Inc. to continue operating its business and use cash collateral to pay expenses arising in the ordinary course of business per the budget on an interim basis. The Internal Revenue Service will be granted replacement liens on post-petition cash collateral and property of the Debtor, including inventory, accounts receivable, cash, cash equivalents, intangibles, and all other post-petition property of the Debtor, including proceeds and products thereof, but only to the same extent, validity and priority that existed pre-petition. The replacement lien will be in addition to the liens that the IRS had in the assets of the Debtor as of the petition date. To the extent a lien is created in accounts receivable, and assets received, accruing, or becoming the Debtor's property on a post-petition basis, such replacement lien will extend only to protect the IRS for the amounts of cash collateral used on a post-petition basis. In addition, the Debtor will make a monthly adequate protection payment to the IRS in the amount of $800, on the 15th day of each month until further order of the Court, to be applied on the secured pre-petition tax debt. The Debtor will make said payment to the United State of America, Attn: Donna Webb, 1100 Commerce St. Ste. 300, Dallas, Texas 75242. The Debtors will be entitled to utilize the asserted cash collateral of the IRS and to utilize the property in which the IRS has asserted a secured interest subject to the provisions of the Agreed Order under the following terms and conditions: (1) The Debtors will file all past due tax returns, if any, (including, but not limited to, income, excise, employment, and unemployment returns) within 60 days of the entry of the Order and will file such return with Leo Carey, Bankruptcy Specialist, IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce St., Dallas, Texas 75242. (2) The Debtors will file all post-petition federal tax returns on or before the due date, and will pay any balance due upon filing of the return. (3) The Debtors will, during the pendency of this bankruptcy case, provide proof of deposit of all federal trust fund taxes within seven days from the date on which they are deposited. Proof of said deposit will be sent to the IRS. (4) Upon reasonable notice, the Debtors will, during the pendency of this case, permit the IRS to inspect, review, and copy any financial records of the Debtor. A full-text copy of the Order is available at http://bankrupt.com/misc/txnb18-44350-12.pdf About Morris and Hadley Inc. Morris and Hadley Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 18-44350) on Nov. 5, 2018. The Petition was signed by Steven R Morris, president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Mark X. Mullin presides over the case. The Debtor tapped Acker Warren, P.C., as its legal counsel. NCL CORP: Moody's Assigns Ba2 Rating on New Secured Loans --------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to NCL Corporation Ltd.'s new senior secured credit facility. NCL Corporation Ltd.'s plan to amend the terms of its bank facility and extend the maturity five years is credit positive. Among other things, the company plans on increasing its term loan A to $1.7 billion from $1.3 billion with the proceeds being used to repay its $372 million term loan B in full, and extend the maturity of its term loan A and $875 million revolver to 2024 from 2021. If the transaction closes as expected, NCL will also benefit from lower interest expense -- the company is looking to lower pricing by 25 bps -- and reduced annual mandatory amortization of 5% on its term loan A. The company's Ba2 Corporate Family Rating and positive outlook are unchanged at this time. The proposed transaction reduces the amount of debt due in 2021 materially. Apart from some ship level and other secured debt set to mature in 2021, the company's term loan A and term loan B were set to mature, and its revolver expire in 2021 -- this debt and revolver commitment represents about 35% of the company's reported total debt at September 30, 2018 (including revolver commitment). Pro forma for this proposed transaction, the term loan A and revolver maturities are pushed out to 2024. Assignments: Issuer: NCL Corporation Ltd. Senior Secured Term Loan, Assigned Ba2 (LGD3) Senior Secured Revolving Facility, Assigned Ba2 (LGD3) RATINGS RATIONALE NCL Corporation Ltd. (Ba2 positive) benefits from its market position as the third largest ocean cruise line worldwide, as well as its well known brand names -- Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises. NCL has benefited from the introduction of new ships which have performed well in terms of pricing and booking relative to its older ships and enable the company to compete against larger rivals across all its price points. The cruise industry will continue to benefit from favorable macroeconomic and demographic trends and the value proposition of a cruise vacation which supports the continued penetration of the vacation market by cruise operators which supports NCL's future earnings growth. In addition, while industry wide capacity will increase, capacity expansion will remain at a manageable level as a result of inherent supply constraints driven by the number of ship yards that build the large ocean vessels as well as several macroeconomic and industry tail winds. Also benefiting the company is the reduced ownership by its private equity owners, Genting HK and affiliates of Apollo Management, who collectively own about 8.5% as of June 30, 2018. NCL is constrained by the high seasonality and capital intensive nature of the cruise industry in general, and its exposure to economic and industry cycles. Although the cruise companies have a long history of growing demand, demand is subject to economic and industry cycles. The positive outlook reflects its expectation that NCL's operating performance -- driven by strong industry demand trends and good initial results from the Norwegian Bliss -- will enable the company to reduce its Moody's adjusted leverage to below 3.5x over the next year. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ORCHIDS PAPER: Creditors Agree to Defer Interest Payments --------------------------------------------------------- Orchids Paper Products Company, a national supplier of high-quality consumer tissue products, on Nov. 21 disclosed that the Company has reached an agreement with its creditors, amending its credit agreement. The Company also disclosed that it has won a significant bid with a new customer, to supply 100% recycled ultra-premium quality tissue. Jeff Schoen, President and Chief Executive Officer, stated, "Our lenders continue to support and maintain access to the liquidity needed to operate our business. On November 20, we executed modifications to our credit facilities to increase the amount available under our revolving line of credit by $5.9 million and to defer future principal and interest payments to December 31, 2018. In addition, the amended agreement extends the milestone dates to execute a transaction to December 31, 2018. At the end of the third quarter, the Company had $5.1 million of cash on hand." "Additionally, we recently won a significant bid from a national supercenter retailer as the sole supplier of 100% recycled ultra-premium kitchen towel and bath tissue supporting the sustainable product channel, which will be serviced out of our Barnwell facility using QRT paper. We expect this business to begin shipping in March 2019 and to make a significant contribution to the overall profitability of the Company." About Orchids Paper Products Company Orchids Paper Products Company (NYSE American: TIS) -- http://www.orchidspaper.com-- is a customer-focused, national supplier of high quality consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. PARHELION LLC: Case Summary & 4 Unsecured Creditors --------------------------------------------------- Debtor: Parhelion, LLC 3850 Jermantown Road Fairfax, VA 22030 Business Description: Parhelion, LLC describes its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company has equitable interest in a commercial building with parking deck located at 3850 Jermantown Road in Fairfax, VA. The current value of the Debtor's interest is $4.5 million. Chapter 11 Petition Date: November 26, 2018 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Case No.: 18-13978 Judge: Hon. Klinette H. Kindred Debtor's Counsel: Dawn C. Stewart, Esq. THE STEWART LAW FIRM, PLLC 1050 Connecticut Ave. N.W., Tenth Floor Washington, DC 20036 Tel: (202) 772-1080 Fax: (202) 521-0616 Email: dstewart@thestewartlawfirm.com Total Assets: $4,500,000 Total Liabilities: $2,943,409 The petition was signed by Curtis A. Shiver, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/vaeb18-13978.pdf PETROQUEST ENERGY: Dec. 20 Plan Confirmation Hearing ---------------------------------------------------- PetroQuest Energy, Inc., et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a redlined version of their first amended disclosure statement explaining their Chapter 11 plan. The following are the salient points reflected in the redline version dated as of November 14, 2018: * For Class 7 General Unsecured Claims, the approximate percentage of recovery for Class 7 Claimants who Accept is now 9 to 38%. This figure includes the waiver of the Second Lien Deficiency Claims, a range of rejection damage claims from $0-$608,000, and for illustrative purposes only, Class 7 includes a range from $0-$2.5 million for the litigation Claims, which are currently disputed, unliquidated Claims. This range is not an estimate of the value of the litigation Claims because among other reasons, the Debtors believe they have complete defenses to the litigation Claims and several of the lawsuits do not claim or allege specific amounts as damages. * For Class 7 General Unsecured Claims, the approximate percentage of recovery for Class 7 Claimants who Reject is now 0.1 to 0.2%. This figure includes a range of the Allowed amount of the Second Lien Deficiency Claims from $156,577,000 to $239,877,000. * The United States reserves its rights with respect to the following: -- The United States asserts that the assignment of any interests in federal leases or rights-of-way on the Outer Continental Shelf is subject to the approval, or disapproval, of the Bureau of Ocean Energy Management or the Bureau of Safety and Environmental Enforcement, as applicable. Several of the assignment approval requests submitted to BOEM or to BSEE by the Debtors to assign their interests in federal OCS leases or rights-of-way to Northstar Offshore Ventures LLC are still pending BOEM or BSEE approval. Irrespective of any assignment that may have been, or may be, approved by BOEM or by BSEE, the United States asserts that all current and prior lessees and holders of rights-of-way are jointly and severally liable to perform decommissioning obligations that have accrued to them under the Outer Continental Shelf Lands Act, 43 U.S.C. Section 1331 et seq., and its implementing regulations found in, among other places, 30 C.F.R. Part 250, Subpart Q. -- The United States asserts that any decommissioning obligations that have accrued to the Debtors as a result of their current or prior interests in federal OCS leases under The Outer Continental Shelf Lands Act, 43 U.S.C. Section 1331 et seq., and its implementing regulations found in, among other places, 30 C.F.R. Part 250, Subpart Q, are non-dischargeable performance obligations that cannot be abandoned or rejected pursuant to the Supreme Court’s directive in Midlantic National Bank vs. New Jersey Department of Environmental Protection, 474 U.S. 494 (1986) and applicable caselaw. -- To the extent that the assets vesting in the Reorganized Debtors include record title interests or operating rights interests in federal OCS leases or grants of federal rights-of-way, the United States asserts that such interests in federal OCS leases or rights-of-way cannot vest in the Reorganized Debtors free and clear of the Debtors’ non-dischargeable decommissioning obligations and/or other regulatory obligations. The United States asserts that current and former lessees and holders of rights-of-way, including the Debtors, are jointly and severally responsible for meeting decommissioning obligations for facilities on leases as the obligations accrue and until each obligation is met. See 30 C.F.R. Sections 250.1701 and 250.1702. -- The United States (including all of its agencies) asserts that any rights that it may have, as a unified creditor, of recoupment or setoff must be preserved even if not asserted prior to the Confirmation Date. The preservation of the United States’ recoupment and/or setoff rights post-confirmation is particularly important because various debtors have sought refunds from the Office of Natural Resources Revenue after the confirmation on account of pre-confirmation payments made for pre-confirmation royalty obligations and/or have sought to correct production and royalty reporting made to ONRR for pre-confirmation periods. The Confirmation Hearing has been scheduled for December 20, 2018, at 3:00 p.m. In addition, the Court has set the deadline to object to the confirmation of the Plan as December 17, 2018, at 5:00 p.m. A redlined version of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb18-36322-0117.pdf PetroQuest Energy, Inc. -- http://www.petroquest.com -- is an independent oil and gas companies engaged in the exploration, development, acquisition and operation of oil and gas properties in Texas and Louisiana, primarily in the Cotton Valley, Gulf Coast Basin, and Austin Chalk plays. The Debtors maintain offices in Lafayette, Louisiana and The Woodlands, Texas. The Debtors currently employ 64 people and utilize the services of an additional eight specialized and trained field workers and engineers through third- party service providers. Petroquest along with its seven affiliates filed for chapter 11 bankruptcy protection (Bankr. S.D. Tex. 18-36322 to 28) on Nov. 6, 2018, and are represented by John F. Higgins, Esq., Joshua W. Wolfshohl, Esq., and M. Shane Johnson, Esq. of Porter Hedges LLP. The petition was signed by Charles T. Goodson, chief executive officer and president. Petroquest listed its estimated assets at $1 million to $10 million and estimated liabilities at $100 million to $500 million. Judge David R. Jones presides over the case. PIONEER ENERGY: Joe Freeman Will Retire as SVP of Well Servicing ---------------------------------------------------------------- Pioneer Energy Services Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that Joe P. Freeman intends to retire from his role as senior vice president of Well Servicing Segment, effective Jan. 1, 2019. It is anticipated that Mr. Freeman will continue as an employee of the Company, providing business operations consulting services, following his retirement, on terms to be agreed upon. About Pioneer Based in San Antonio, Texas, Pioneer Energy Services -- http://www.pioneeres.com/-- provides well servicing, wireline, and coiled tubing services to producers in the U.S. Gulf Coast, offshore Gulf of Mexico, Mid-Continent and Rocky Mountain regions through its three production services business segments. Pioneer also provides contract land drilling services to oil and gas operators in Texas, the Mid-Continent and Appalachian regions and internationally in Colombia through its two drilling services business segments. Pioneer Energy reported a net loss of $75.11 million in 2017, a net loss of $128.4 million in 2016, a net loss of $155.1 million in 2015, and a net loss of $38.01 million in 2014. As of Sept. 30, 2018, Pioneer Energy had $752.9 million in total assets, $574.4 million in total liabilities and $178.5 million in total shareholders' equity. * * * Moody's upgraded Pioneer Energy Services' Corporate Family Rating to 'Caa2' from 'Caa3'. Moody's said that Pioneer's 'Caa2' CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance. Moody's said that while the company's operating cash flow is expected to improve due to good demand for its drilling rigs and equipment services, Pioneer Energy Services' leverage metrics are weak, as reported by the TCR on Nov. 13, 2017. PONCE REAL ESTATE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Ponce Real Estate Corp PO Box 7071 Ponce, PR 00732 Business Description: Ponce Real Estate Corp is a real estate company headquartered in Ponce, Puerto Rico. Chapter 11 Petition Date: November 24, 2018 Court: United States Bankruptcy Court District of Puerto Rico (Ponce) Case No.: 18-06805 Judge: Hon. Edward A. Godoy Debtor's Counsel: Javier Vilarino, Esq. VILARINO & ASSOCIATES LLC PO Box 9022515 San Juan, PR 00902 Tel: 787-565-9894 Email: jvilarino@vilarinolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Francisco Vilarino, president. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/prb18-06805.pdf PROTECTO HORSE: Unsecureds to Get $1K Per Year for 5 Years ---------------------------------------------------------- Protecto Horse Equipment, Inc., proposed a Combined Plan of Reorganization and Disclosure Statement. Class II consists of the Holders of Allowed Unsecured Claims and are impaired. A Creditor in this class will receive a pro rata distribution incident to its allowed general unsecured claim based on one payment each year by the Debtor of $1,000 for five (5) years. Class III consists of the Interests of the equity security holders in the Debtor and impaired. Al Terwilliger and Myra Terwilliger are the Interest Holders of the Debtor (collectively "Interest Holders"). Class III will be treated in one of two alternative methods: A. If Class III accepts the Plan, the rights of the Interest Holders shall be modified so that Al Terwilliger is the sole Interest Holder in the Debtor. For the avoidance of doubt, Myra Terwilliger will have no Interest in the Debtor after the Effective Date. On the Effective Date the prior equity interest shall be canceled and new shares shall be issued to Al Terwilliger. B. If Class III rejects the Plan, and the Court determines that, as a result of such rejection, the Plan but for this Section 3.2.1(B) does not comply with the absolute priority rule, the Interests of the Debtor shall be sold at the Equity Auction as set forth in Section 4.1 of this Plan. The successful purchaser at the Equity Auction shall be bound by the terms of this Plan. In the event that Class III fails to accept this Plan, and the Court determines that, as a result of such rejection, the Plan but for Section 3.2.1(B) does not comply with the absolute priority rule, the Debtor shall sell all of its Interests at an auction consistent with the provisions of this Plan. A full-text copy of the Disclosure Statement dated November 20, 2018, is available at: http://bankrupt.com/misc/mieb18-1849787-41.pdf About Protecto Horse Equipment Protecto Horse Equipment, Inc. filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-49787) on July 12, 2018. In the Petition signed by its authorized representative, Al Terwilliger, the Debtor estimated assets of less than and debts of less than $50,000. The Debtor is represented by Elliot G. Crowder, Esq., at Stevenson & Bullock, P.L.C. QMACS INC: Unsecured Creditors to Recoup 54% Under Plan ------------------------------------------------------- QMACS, Inc., filed an application asking the U.S. Bankruptcy Court for the Eastern District of Texas for conditional approval of its small business disclosure statement in support of its proposed chapter 11 plan dated Nov. 16, 2018. Under the plan, general unsecured creditors are classified in Class 3B, and will receive an approximate distribution of 54% of their Allowed Claims, to be distributed quarterly after the Effective Date on a pro rata basis from the unsecured creditor pool. The Debtor believes it will have adequate cash flow to make all required Plan payments from operational revenue. The Debtor believes that it is extremely speculative to forecast, with any degree of specificity, the cash flow figures beyond one year, let alone five years. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txeb17-42647-64.pdf About QMACS, Inc. Based in Richardson, Texas, QMACS, Inc. -- http://qmacsmso.com/-- is a privately held corporation that provides revenue cycle management and practice management services to the healthcare industry. The company offers coding & billing, electronic health record, EMS billing and collections, consulting, and EHR training & implementation services for a variety of specialties and practice sizes. QMACS, Inc., filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-42647) on Nov. 30, 2017. In its petition signed by CFO Michael D. McLean, the Debtor disclosed $1.11 million in assets and $2.38 million in liabilities. The Hon. Brenda T. Rhoades presides over the case. Robert T. DeMarco, Esq., at DeMarco-Mitchell, PLLC, serves as bankruptcy counsel. R.J. REAL ESTATE: Jan. 8 Hearing on Disclosure Statement --------------------------------------------------------- The hearing to consider the approval of the disclosure statement explaining R.J. Real Estate Enterprises, LLC's plan of reorganization will be held at the United States Bankruptcy Court, 230 North First Avenue, 6th Floor, Courtroom No. 601, Phoenix, Arizona on January 8, 2019 at 11:00 a.m. The last day for filing with the court and serving of written objections to the disclosure statement, is fixed at five (5) business days prior to the hearing date set for approval of the disclosure statement. The objective of the Plan is to restructure and service the secured debt, in large part through sale, and pay non-priority unsecured claims 100% through the sale of the Indian School Property and (or refinance of) Scottsdale Property. The sale of the Properties will be conducted through De Rito. The deadline is April 2019 to sale the Properties. Allowed Insider General Unsecured Creditors, including Home Furnishings, classified in Class 4, will take nothing and their indebtedness will be deemed satisfied. Non-Insider Allowed General Unsecured Creditors, if any, will be paid in full. The aggregate sum will be paid in even quarterly payments over five years commencing on the Effective Date and continuing every three (3) months thereafter until the aggregate sum is paid in full. A copy of the Disclosure Statement is available at https://tinyurl.com/ydepuwy8 from PacerMonitor.com at no charge. About R.J. Real Estate Enterprises R.J. Real Estate Enterprises, LLC, is a real estate company that owns in fee simple two real properties located at 7215 and 7223 West Indian School Road, Phoenix, Arizona and 10643 North Frank Lloyd Wright, Suite 202, Scottsdale, Arizona, having a total aggregate value of $1.12 million. R.J. Real Estate Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-07023) on June 16, 2018. In the petition signed by Andrew J. Piotrowski, managing member, the Debtor disclosed $1.16 million in assets and $1.31 million in liabilities. Judge Paul Sala presides over the case. The Debtor hired the Law Office of Mark J. Giunta as its legal counsel. RELIANCE MANUFACTURING: Taps Tamarez CPA as Accountant ------------------------------------------------------ Reliance Manufacturing, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Tamarez CPA, LLC as its accountant. The services to be provided by the firm include the preparation of supporting documents for the Debtor's Chapter 11 reorganization plan; reconciliation of financial information to assist Debtor in the preparation of monthly operating reports; reconciliation and clarification of proof of claims filed and amount due to creditors; and general accounting and tax services to prepare year-end reports. Tamarez will charge these hourly fees: Albert Tamarez Vasquez $150 CPA Supervisor $100 Senior Accountant $85 Staff Accountant $65 The firm received a retainer in the sum of $5,000. Albert Tamarez Vasquez, the accountant employed with Tamarez who will be providing the services, disclosed in a court filing that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Albert Tamarez Vasquez Tamarez CPA LLC P.O. Box 194136 San Juan, PR 00919-4136 Phone: (787) 795-2855 Fax: (787) 200-7912 Email: atamarez@tamarezcpa.com About Reliance Manufacturing Reliance Manufacturing, Inc., is a privately-held home builder in San Juan, Puerto Rico. Reliance Manufacturing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-05778) on Oct. 1, 2018. In the petition signed by Gilberto Media Safon, president, the Debtor disclosed $441,201 in assets and $2,788,977 in liabilities. Judge Hon. Brian K. Tester presides over the case. The Debtor tapped MRO Attorneys at Law, LLC as its legal counsel. RIVERSTONE UTOPIA: S&P Affirms 'BB-' Rating on $225MM Term Loan B ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issue-level rating on Riverstone Utopia Member LLC's $225 million term loan B due 2024. The outlook is stable. The recovery rating is '2', indicating a substantial (70%-90%; rounded estimate 70%) recovery for lenders in the event of a default. The Utopia Pipeline is a feedstock source for petrochemical companies operating in Ontario, and a new pipeline outlet for natural gas liquids producers in the Marcellus and Utica basins. The project is a 268-mile, common-carrier, Federal Energy Regulation Commission-regulated pipeline. It consists of new and existing sections running from Ohio to Ontario, with an initial capacity of 50,000 barrels per day (bbl/d) but has been designed for expansion to 75,000 bbl/d. The stable outlook reflects the project completion and now being in operation. The majority of the project's cash flow comes from the 21-year remaining term TSA with Nova which provides a high degree of stability. In addition, S&P believes that the project has a strong competitive position, which will allow it to further contract its capacity. S&P said, "Although unlikely, we could take a negative rating action if Nova seeks to get out of its obligations under the TSA. Also, if the permitted additional debt is issued and materially affects the rated debt, we could downgrade the debt due to this structural subordination. We could also take a negative rating action if the remaining uncontracted capacity does not receive pricing under our base-case scenario, leading to DSCRs of below 1x. "We could take a positive rating action if the project's capacity increases sooner than expected and the additional cash flow prepays debt more quickly than forecast, leading to DSCRs of above 1.2x. However, we do not expect this to happen over the next 18-24 months." ROBERT WRIGHT: Corbett's to Auction Personal Property ----------------------------------------------------- Robert E. Wright and Carla S. Wright ask the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of personal property assets, including furniture, fixtures and equipment, at public auction to be conducted by Corbett's Auction House. The Debtors' Personal Property Assets have previously been appraised by Dickensheet & Associates, Inc. during the pendency of the Chapter 11 proceeding. The Assets exclude the Debtors' vehicles and women's jewelry. The Debtors' vehicles are: (1) a 2016 Land Rover encumbered by a valid and perfected lien; and, (2) a 2015 Maserati Ghibli leased to the Debtors. The Debtors desire to sell them by means of a public auction, free and clear of liens and encumbrances, to pay the lien holders from the net proceeds of the auction sale, and to pay their auctioneer its fees and reimburse its expenses from the proceeds of the auction sale. A copy of the detailed listing of the Debtors' Personal Property Assets attached to the Motion is available for free at: http://bankrupt.com/misc/Robert_Wright_453_Sales.pdf For its services, Corbett's will be paid a fee of 30% of the gross sales receipts resulting from the auction sale. In addition, Corbett's will charge the Debtors' estate for moving expenses at the rate of $100 per hour which will be incurred from the time the driver leaves Corbett's until the moving truck returns. The rate of $100 per hour includes two (2) movers and one (1) truck. The Debtors request that they be authorized to pay Corbett's its fee and reimburse its expenses from the proceeds of the auction without further Order of the Court. The Debtors' Personal Property Assets will be sold to the highest bidder. There is no minimum bid, no minimum opening bid and no reserve. Select items may be sold online. Items not sold will be returned to the Debtors. Notice of the date, time, and place of the auction will be published, and the auction will be conducted openly and will be open to the Debtors' creditors and the general public who will be permitted to attend. The Debtors' Personal Property Assets will not be sold to the Debtors' insiders and the Debtors know of no instances of collusion with respect to the auction sale. The Debtors' Personal Property Assets are being sold in good faith and at an arms'-length transaction. The Debtors' Personal Property Assets are encumbered by perfected statutory liens in favor of the Internal Revenue Service and the Colorado Department of Revenue. The Debtors are informed and believe that the IRS has an allowed secured claim in the amount of $23,408 plus accrued statutory interest, and Colorado has an allowed secured claim in the amount of $7,518 plus accrued statutory interest. The Debtors are informed and believe that the net proceeds (after payment of Corbett's Auction House) from the auction sale may not be sufficient to pay the allowed secured claims of the IRS and Colorado in full. The Debtors ask that they be allowed to pay such allowed secured claims from such net proceeds to the extent possible without further order of the Court. In the event of a short fall with respect to payment of the allowed secured claims of the IRS or Colorado, they will be paid as provided for in the Debtors' Third Amended Plan of Reorganization with respect to the payment of allowed unsecured priority claims as set forth in Article V., Paragraph 5.3 of the Plan. The IRS and Colorado will retain their liens securing their claims with respect to such short fall pending payment in full. Any remaining net proceeds after payment of the auctioneer's fees and reimbursement of its expenses, and the allowed secured claims of the IRS and Colorado, will be turned over to the Debtors. Counsel for Debtors: Jeffrey A. Weinman, Esq. WEINMAN & ASSOCIATES, P.C. 730 17th Street, Suite 240 Denver, CO 80202-3506 Telephone: (303) 572-1010 Facsimile: (303) 572-1011 E-mail: jweinman@weinmanpc.com Robert E. Wright and Carla S. Wright sought Chapter 11 protection (Bankr. D. Colo. Case No. 17-13391) on April 17, 2017. The Debtors tapped Jeffrey Weinman, Esq., as counsel. On Nov. 14, 2018, the Court approved Corbett's Auction House as auctioneer. ROYAL AUTOMOTIVE: Contributes $1.8MM to Retirement Plan ------------------------------------------------------- Royal Automotive Company and Royal Real Estate, LLC, filed an disclosure statement accompanying a joint Chapter 11 plan of liquidation. The Debtors sold their Subaru-franchised automobile dealership and related assets and properties to Dutch Miller Subaru, Inc., shortly after the commencement of their bankruptcy cases, and all of the Debtors' other properties and assets have been or soon will be fully liquidated. In connection with the Dutch Miller sale, the Debtors began making distributions of the cash proceeds of assets to certain secured and priority creditors in connection with the sale. In addition, the Debtors initiated the procedures necessary to terminate Royal Automotive's Employee Retirement Plan, an essential step in satisfying the senior secured claims of the Pension Benefit Guaranty Corporation. Pursuant to an Order of the Court dated October 31, 2018, the Debtors contributed $1,819,230 to the Retirement Plan to fund its termination. The Debtors understand that the Retirement Plan administrators have made all the lump-sum payments and purchased all the annuities required to terminate the Retirement Plan, and are in the process of filing the required documents terminating the plan with the PBGC. The $1.8 million contribution and the Retirement Plan's termination eliminates more than $2.8 million in secured claims against the Debtors and has freed up funds to allow the Debtors to seek to confirm and consummate their proposed Plan. The Plan contemplates the final distributions of the remaining proceeds beginning immediately after the Bankruptcy Court approves the Plan. Given the estimates of the proceeds available for distribution and the secured and priority claims thereto, the Debtors' projections show that general unsecured creditors will not receive any distributions under the Plan. If, however, the Debtors successfully reduce the amount of secured and priority claims as they have begun and will continue to seek to do, it is conceivable that the Debtors may make limited distributions to the holders of general unsecured claims. Under the Amended Plan, Priority Tax Claims - Pro rata payment of the Cash Distribution Pool remaining after payment of senior priority claims. The estimated claims is $95,417 with estimated recovery around 0%-35%. Class 2B - Payment of cash equal to the difference between (A) the amount of its allowed claim and (B) the Case Funding Pool attributable to it its claim. The estimated claim around $0-181,000 with estimated recovery of 50%. The Plan generally winds up the affairs of the Debtors and the Debtors' Chapter 11 cases and providing for the distribution of the Debtors’ property to creditors. A full-text copy of the Disclosure Statement dated November 20, 2018, is available at: http://bankrupt.com/misc/vawb18-1820218-371.pdf About Royal Automotive Company Royal Automotive Company is dealer for new and used cars in Charleston, West Virginia. Royal Real Estate LLC is engaged in activities related to real estate. Royal Automotive Company and Royal Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 18-20218) on May 2, 2018. In the petitions signed by Kelly Smith, president and CEO, the Debtors estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Frank W. Volk is the case judge. Marc R. Weintraub, Esq., Kevin W. Barrett, Esq., and J. Zak Ritchie, Esq., at Bailey & Glasser LLP serve as the Debtor's bankruptcy counsel; and Suttle & Stalnaker, PLLC, as its accountant. John P. Fitzgerald, III, Acting United States Trustee for Region 4, appoints Lucy L. Thomson, as the Consumer Privacy Ombudsman in the bankruptcy cases pursuant to 11 U.S.C. Section 332 and the Court's order entered on May 21, 2018. RUBEN JASSO TRUCKING: Selling Up to 19 Commercial Tractors ---------------------------------------------------------- Ruben Jasso Trucking, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of up to 19 commercial tractors at the indicated prices: Year Make VIDN Price Lender ---- ---- ---- ----- ------ 2015 Freightliner -4228 $42,000 ENG 2015 Freightliner -4231 $42,000 ENG 2015 Freightliner -4232 $42,000 Daimler 2015 Freightliner -4233 $42,000 Daimler 2015 Freightliner -0648 $40,000 BMO Harris Bank 2015 Freightliner -0649 $40,000 BMO Harris Bank 2015 Freightliner -0650 $35,000 BMO Harris Bank 2015 Freightliner -0651 $42,000 BMO Harris Bank 2015 Freightliner -0652 $42,000 BMO Harris Bank 2015 Freightliner -0653 $40,000 Daimler 2015 Freightliner -0654 $40,000 Daimler 2015 Freightliner -0655 $40,000 Daimler 2015 Freightliner -0656 $40,000 Daimler 2015 Freightliner -0657 $40,000 Daimler 2015 Freightliner -0658 $42,000 ECF 2015 Freightliner -0660 $40,000 Webster Capital 2015 Freightliner -0661 $42,000 ENG 2015 Freightliner -0662 $42,000 ENG 2015 Freightliner -0663 $42,000 Element Objections, if any, must be filed within 21 days from the date of Motion service. The Debtor owns a commercial trucking fleet of 43 tractors and 47 trailers. Currently it does not have enough drivers available for all 43 tractors, and some of those tractors will soon go out of warranty, making their retention likely to be more expensive. There is a present offer from Doggett Freigi-Itliner South Texas for 10 tractors. The Debtor seeks authorization to sell up to 19 tractors at the indicated prices, because (1) the Debtor does not know how many tractors will pass the buyer's pre-closing inspection, and (2) there may be other buyers who come forward to purchase tractors upon the same or better terms than Doggett. The proceeds of each tractor will be paid to the lienholder on that tractor and applied to its secured claim in these proceedings. Any monthly adequate protection payments currently approved for payment to that lienholder, if the sale price does not completely satisfy the debt, will be reduced by a percentage of the regular monthly contractual amount payable to that lender on that vehicle, as follows: Daimler Truck Financial 90.45% Commercial Credit Group 80% BMO Harris Bank 80% ENGS 60% Siemens 60% MHC 60% Ruben Jasso Trucking contends that approval of the sale of the tractors is in the best interests of this estate, the secured creditors, and the Debtor. The sales are to close at the Debtor's trucking yard at 8811 Castner Dr., El Paso, Texas, within 20 days of Court approval. All proceeds of the sale are to be remitted promptly by the Debtor to the lienholder on each vehicle sold, who will promptly release its lien on each sold vehicle title. There are no commissions upon the sale. About Ruben Jasso Trucking Ruben Jasso Trucking, LLC, is a privately held company in El Paso, Texas, in the general freight trucking business. Ruben Jasso Trucking filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 18-31630) on Sept. 28, 2018. In the petition signed by Ruben Jasso, managing member, the Debtor estimated $1 million to $10 million in assets and liabilities. The case is assigned to Judge Christopher H. Mott. The Debtor hired E.P. Bud Kirk, Esq., at Law Office of E.P. Bud Kirk, as counsel. SEAL123 INC: Trust Selling Class Action Claim for $340,000 ---------------------------------------------------------- Sea1123, Inc. Liquidation Trust asks the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of the potential claim in connection with the Class Action Interchange Litigation to Optium Fund 2, LLC, pursuant to their Asset Purchase and Sale Agreement, for $340,000. A hearing on the Motion is set for Dec.4, 2018 at 1:00 p.m. (ET). The objection deadline is Nov. 27, 2018 at 4:00 p.m. (ET). On Oct. 20, 2005, the case styled In re Payment Card Interchange Fee and Merchant-Discount Antitrust Litigation (Case No. 1:05-md-01720-JG-JO) was commenced in the U.S. District Court for the Eastern District of New York by numerous merchants, retailers and trade associations against, among other entities, Visa U.S.A. Inc. and MasterCard International, Inc. Pursuant to the lawsuit, the Plaintiffs claim that since Jan. 1, 2004, the Defendants conspired to unlawfully fix the price of "interchange fees" and other fees charged to merchants for transactions processed over the Visa and MasterCard networks. Beginning in December 2011, the parties to the Class Action Interchange Litigation, along with mediators, began potential settlement discussions. On July 13, 2012, the parties filed a Memorandum of Understanding attaching a document setting forth the terms of the settlement, and in October 2012, the parties executed a settlement agreement reflecting those terms. On Nov. 27, 2012, the Eastern District Court preliminarily approved the Settlement Agreement, certified a settlement class under Federal Rule of Civil Procedure23(b)(3) from which opt-outs were permitted, and certified a settlement class under Federal Rule of Civil Procedure 23(b)(2) from which opt-outs were not permitted. On Dec. 13, 2013, the Eastern District Court filed an order finally approving the Settlement Agreement and certified the two settlement classes. On June 30, 2016, the U.S. Court of Appeals for the Second Circuit vacated the Eastern District Court's class certification and approval of the Settlement Agreement. On Sept. 18, 2018, the parties filed the Superseding and Amended Definitive Class Settlement Agreement with the Eastern District Court seeking approval of a proposed $5.56 to $6.26 billion settlement. As of the date of the Motion, the Eastern District Court has not granted preliminary approval of the New Proposed Settlement. Moreover, inclusion in a specific class, as well as monetary allocations based on potential claim amounts, have not yet been determined, and the Eastern District Court has not yet approved a claim form for claimants or a timetable for claim submissions. Given the Debtors' use of the MasterCard and Visa systems as a merchant, the Liquidation Trustee believes that the Liquidation Trust may have a right to a share in the New Proposed Settlement or other recovery the Plaintiffs may obtain in the Class Action Interchange Litigation on account of interchange fees paid to the Defendants. The ultimate value of the Potential Claim and the timing of any distribution or recovery to the Liquidation Trust are unknown, and it could still be many months or even years before the Liquidation Trust would receive any payment in the Class Action Interchange Litigation on account of the Potential Claim. Accordingly, the Liquidation Trustee determined that soliciting bids from certain parties that specialize in the purchase and sale of claims in the Class Action Interchange Litigation would serve to maximize the value of the Potential Claim. The Liquidation Trustee informed all Qualified Purchasers that a telephonic auction would be held on Nov. 1, 2018, and set a deadline of Oct. 26, 2018 at 5:00 p.m. (PET) for the submission of binding bids. The Liquidation Trustee circulated a form of asset purchase agreement and required all Qualified Purchasers to provide with their bids a marked copy of the purchase agreement showing changes from the Form APA. The Liquidation Trustee also required all bids to be accompanied by a good faith deposit in an amount equal to 10% of the proposed purchase price made payable to Kelley Drye & Warren LLP, the counsel for the Liquidation Trust. Four Qualified Purchasers submitted bids that satisfied the Liquidation Trustee's criteria and were deemed to be Qualified Proposals. At the end of the Auction, the Liquidation Trustee determined the Optium bid to be the highest or otherwise best offer for the Potential Claim. The Sale Agreement provides for the sale of the Potential Claim by the Liquidation Trust to Optium for a purchase price of $340,000. The Sale Agreement also provides for the following: a. Optium agrees to purchase all rights, title and interest in the Potential Claim from the Liquidation Trust, and the Liquidation Trust agrees to sell, transfer and assign right, title and interest in the Potential Claim to Optium for the sum of $340,000, plus the reimbursement by Optium of the Liquidation Trustee's reasonable costs and expenses (including attorneys' fees) in an amount not to exceed $15,000 in connection with the Liquidation Trustee's efforts to obtain the Sale Order. b. The closing of the purchase and sale of the Potential Claim will take place via electronic mail within two business days after entry of the Approval Order, provided there is no stay pending appeal. c. Optium does not assume any obligation or liability of the Liquidation Trust related to or in connection with the Potential Claim. d. The Liquidation Trust expressly disclaims and does not make any warranties, guarantees, promises, or representations of any kind whatsoever regarding the Potential Claim, including, but not limited to: (i) the value of the Potential Claim; and (ii) the anticipated recovery or timing of recovery on the Potential Claim. e. The transaction contemplated by the Sale Agreement is subject to the approval of the Bankruptcy Court. By the Motion, the Liquidation Trustee seeks entry of the Sale Order authorizing the Liquidation Trust to sell the Potential Claim, free and clear of all liens, claims and encumbrances thereon. The sale of the Potential Claim is taking place under a plan confirmed under section 1129 of the Bankruptcy Code as contemplated under section 1146(a), and therefore is exempt from any and all sales, transfer, recording, stamp tax or similar taxes. The sale of the Potential Claim to Optium will allow the Liquidation Trust immediately to realize additional funds for the benefit the Liquidation Trust Beneficiaries, thereby maximizing value for all constituents. Accordingly, if and to the extent applicable, the Liquidation Trustee asks that the Court waives the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Seal123_LLC_1662_Sales.pdf The Purchaser: Neil B. Kornswiet, CEO OPTIUM FUND 2, LLC 610 Newport Center Drive, Suite 610 Newport Beach, CA 92660 E-mail: nkornswiet@optiumcapital.com About Seal123, Inc. The Wet Seal, Inc., and three affiliates The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC, filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. The Wet Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in liabilities as of the Chapter 11 filing. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc., as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. B. Riley, the original DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. Versa Capital Management, LLC, and its affiliate, Mador Lending, LLC, which was selected as the successful bidder at an auction, is being advised by Greenberg Traurig LLP, Klehr Harrison Harvey Branzburg LLP, and KPMG LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP as its counsel and Province Inc. as its financial advisor. The Wet Seal, Inc., changed its name to "Seal123, Inc." on April 17, 2015, in accordance with the Asset Purchase Agreement with Mador Lending, LLC, an affiliate of Versa Capital Management, LLC as buyer. On Oct. 30, 2015, the Court confirmed the First Amended Joint Plan of Liquidation of Sea1123, Inc. and Subsidiary Debtors and Their Official Committee of Unsecured Creditors. The Plan became effective on Dec. 31, 2015 SHARING ECONOMY: Cancels Proposed Acqusitions of Two Companies -------------------------------------------------------------- Sharing Economy International Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that these two previously announced proposed acquisitions have been terminated for the reasons set forth below: Reason for Target Contract Terminating Contract ----- -------- ------------------- Winse Media Exclusivity Agreement The parties could and Non-Disclosure not agree on the Agreement entered into key terms including on March 8, 2018. pricing. Ecoin Development Letter of Intent entered The exclusive Period into on September 7, 2017. lapsed. About Sharing Economy Headquartered in Jiangsu Province, China, Sharing Economy International Inc. -- http://www.seii.com/-- through its affiliated companies, designs, manufactures and distributes a line of proprietary high and low temperature dyeing and finishing machinery to the textile industry. The Company's latest business initiatives are focused on targeting the technology and global sharing economy markets, by developing online platforms and rental business partnerships that will drive the global development of sharing through economical rental business models. Throughout 2017, the Company made significant changes in the overall direction of the Company. Given the headwinds affecting its manufacturing business, the Company is targeting high growth opportunities and has established new business divisions to focus on the development of sharing economy platforms and related rental businesses within the company. These initiatives are still in an early stage. The Company did not generate significant revenues from its sharing economy business initiatives in 2017. RBSM LLP's audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph stating that the Company had a loss from continuing operations for the year ended Dec. 31, 2017 and expects continuing future losses, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. RBSM has served as the Company's auditor since 2012. Sharing Economy incurred a net loss of $12.92 million in 2017 and a net loss of $11.67 million in 2016. As of Sept. 30, 2018, the Company had $59.80 million in total assets, $9.46 million in total liabilities and $50.33 million in total equity. SHOOT THE MOON: Court Junks EBF Summary Judgment Bid vs Trustee --------------------------------------------------------------- Bankruptcy Judge Terry L. Myers denies EBF Partners, LLC's motion for summary judgment in the case captioned JEREMIAH J. FOSTER, Plaintiff, v. EBF PARTNERS LLC and JOHN DOES 1-10, Defendants, Adv. No. 17-00047-TLM (Bankr. D. Mont.). Shoot the Moon, LLC filed a chapter 11 bankruptcy petition on Oct. 21, 2015. On Oct. 18, 2017, the chapter 11 trustee, Jeremiah J. Foster filed an adversary complaint against EBF Partners, LLC seeking relief on eight counts. In Count I, Trustee requests a declaratory judgment that Montana and Washington laws govern the agreements between Shoot the Moon of Montana, LLC, Shoot the Moon of Washington, LLC, and Shoot the Moon 4, LLC on the one hand, and EBF, on the other. EBF answered Trustee's complaint on Jan. 15, 2018, and filed a motion for summary judgment on Count I on July 24, 2018. Federal choice of law rules are based on the Restatement (Second) of Conflict of Laws. Montana state courts have also expressly adopted various provisions of the federal common law, including the Restatement (Second) of Conflict of Laws § 187(2) to evaluate choice of law provisions in contracts. After Casarotto, the Montana Supreme Court laid out a three-prong framework for evaluating parties' contractual choice of law provisions under the Restatement: Section 187 provides that the Court will apply the law of the state chosen by the parties to govern their contractual rights unless the following three factors, as restated by this Court, are met: (1) but for the choice of law provision, Montana law would apply under section 188 of the Restatement;[5] (2) Montana has a materially greater interest in the particular issue than the parties' chosen state; and (3) application of the chosen state's law would contravene a Montana fundamental policy. As this Court also applies the Restatement, such a test is equally applicable here. And in applying the test to the instant case, Florida law will govern unless (1) Montana or Washington law would apply under section 188 in the absence of the parties' choice of law provision, (2) Montana or Washington has a materially greater interest in the issue than Florida, and (3) the application of Florida law would contravene a fundamental public policy of Montana or Washington. Choice of law analysis under sections 187 and 188 of the Restatement (Second) of Conflict of Laws requires this Court to evaluate, inter alia, which state's laws would apply in the absence of the choice of law provision included in the parties' agreements. Specifically, section 188(2) requires the Court to determine the place of contracting, place of negotiation of the contract, the place of performance, the location of the subject matter of the contract, and the domicil, residence, nationality, place of incorporation and place of business of the parties. Evaluation of these factors is a fact-specific inquiry, and EBF has failed to proffer sufficient evidence of facts establishing these factors in its motion. A thorough review of the docket reveals that no affidavits or discovery materials have been submitted in this case, and the exhibits submitted are inconclusive with respect to these key factual issues. Pleadings can be a source of potentially relevant information at summary judgment, but EBF denied nearly all of the factual allegations in Trustee's complaint that are relevant to the choice of law issue, thus creating a factual dispute with respect to those very issues. Here, EBF's failure to attach the required "Statement of Uncontroverted Facts" violated Local Rule 7056-1, establishing grounds for denial of the motion. Moreover, as a result of this failure, EBF did not meet its burden at summary judgment by pointing to specific facts in the record that would establish its entitlement to judgment as a matter of law. As such, the Court is left to speculate as to the factual basis for EBF's motion. Based on the record, the Court finds that in failing to comply with Montana Local Bankruptcy Rule 7056-1, EBF has not established it is entitled to summary judgment. Accordingly, EBF's motion for summary judgment is denied without prejudice. A copy of the Court's Memorandum of Decision dated Nov. 8, 2018 is available at https://bit.ly/2DSaxJU from Leagle.com. JEREMIAH J FOSTER, Plaintiff, represented by TRENT N. BAKER -- tbaker@DMLlaw.com -- DATSOPOULOS, MACDONALD & LIND, DAVID B. COTNER, ERIC RYAN HENKEL, COTNER LAW PLLC & KYLE RYAN , COTNER LAW PLLC. EBF PARTNERS LLC, Defendant, represented by MORGAN BRETT HOYT -- Morgan.Hoyt@moultonbellingham.com -- MOULTON BELLINGHAM, P.C. & DOUG JAMES. JOHN DOES 1-10, Defendant, pro se. About Shoot The Moon Shoot The Moon, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Mont. Case No. 15-60979) on Oct. 21, 2015. Gary S. Deschenes, Esq., at Deschenes & Associates, serves as the Debtor's bankruptcy counsel. Prior to the Petition Date, the Debtor, through approximately 19 separate entities operated 11 Chili's restaurants, 3 On the Border restaurants, and two Moonshine Grill restaurants in the states of Idaho, Montana, and Washington. In a stipulation filed Oct. 26, 2015, the Debtor, the United States Trustee and five creditors agreed that "the spirit and intent of 11 U.S.C. Sec. 1104(a)(2) w[ould] be served if the Court order[ed] the appointment of a Chapter 11 Trustee." The Court conditionally approved the appointment of Jeremiah Foster as Trustee on Oct. 28, 2015, and thereafter appointed Jeremiah Foster as Trustee without condition on Nov. 5, 2015. SINGLETON FOOD: Seeks Authorization to Use UCB Cash Collateral -------------------------------------------------------------- Singleton Food Services, Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia for the immediate interim use of cash collateral which may be subject to the lien of United Community Bank ("UCB"). The Debtor believes that UCB may assert a security interest in the accounts and revenues of the Debtor derived from its operation of twelve Subway franchises in North Georgia and North Carolina. The Debtor does not concede that UCB has a valid security interest in cash and accounts at this time. The Debtor does not presently take a position as to the validity, priority, enforceability, and/or extent of any lien of UCB and thus, as a part of this Motion, reserves any and all rights with respect thereto. However, out of an abundance of caution the Debtor requests that immediate interim authorization for use of cash collateral to allow it to use cash on hand and revenues from retail operations for ordinary and necessary operating expenses of its business. In connection with its operations, the Debtor incurs expenses which include, but are not limited to, payroll and associated expenses, food and supplies, maintenance, utilities, taxes, insurance, fees and other operational and capital costs. The Debtor has prepared a 60-day budget which provides total monthly expenses of approximately $176,211 for the month of November 2018 and $185,086 for the month of December 2018. In addition to the expenses listed on the Budget, the Debtor requests that it be permitted to use cash to pay all quarterly fees of the United States Trustee as they come due. The Debtor asserts that it is crucial to have access to cash collateral to pay ordinary and necessary operating expenses in order to (a) avoid disruption of its business operations; (b) maintain community and tenant relations and loyalty; (c) maintain its community presence; and (d) preserve the going concern value of the Debtor and its estate while the Debtor formulates and implements a plan of reorganization. As for adequate protection for the use of cash collateral as set forth in the Budget, the Debtor offers a post-petition replacement lien to UCB on cash pursuant to and in accordance with 11 U.S.C. Sections 361(2) and 552(b): (a) to the extent of cash collateral actually expended; (b) on the same assets and in the same order of priority as currently exists; and (c) with Debtor's full reservation of rights with respect to the issues set forth in paragraph 11 above. A full-text copy of the Debtor's Cash Collateral Motion available at: http://bankrupt.com/misc/ganb18-22157-9.pdf About Singleton Food Services Singleton Food Services, Inc., is a privately-held company in Ellijay, Georgia, operating in the restaurants industry. Singleton Food Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-22157) on Nov. 3, 2018. In the petition signed by Edward J. Singleton Jr., chairman and CEO, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped the Law Office of Scott B. Riddle, LLC as its legal counsel. TABERNA PREFERRED: Order Nixing Involuntary Ch. 11 Petition Amended ------------------------------------------------------------------- Bankruptcy Judge Mary Kay Vyskocil issued an amended errata order correcting the Court's Opinion and Order Granting the Objecting Parties Motion for Judgment on Partial Findings and Dismissing the Involuntary Bankruptcy Petition entered on Nov. 8, 2018. The decision is corrected as follows: On page 40, the sentence "The Court concludes in the exercise of its discretion that the best the interests of the (putative) estate and all creditors are best served by dismissal of this case." is deleted and replaced with "The Court concludes in the exercise of its discretion that the interests of the (putative) estate and all creditors are best served by dismissal of this case." On page 48, the sentence "The noteholders in Zais moved to dismiss on grounds unrelated to § 330 eligibility after the court had entered an order for relief." is deleted and replaced with "The noteholders in Zais moved to dismiss on grounds unrelated to section 303 eligibility after the court had entered an order for relief." A copy of the Court's Amended Order dated Nov. 20, 2018 is available at: http://bankrupt.com/misc/nysb17-11628-165.pdf About Taberna Preferred Funding IV Created in late 2005, Taberna Preferred Funding IV, Ltd., is a structured-finance entity known as a collateralized debt obligation ("CDO"), an entity that issues debt to investors in exchange for cash. Taberna issued more than $630 million of secured notes in 11 descending classes under an Indenture dated as of December 23, 2005, which notes were anticipated to be repaid over 30 years via the proceeds generated by the underlying collateral Taberna bought. Opportunities II Ltd., HH HoldCo Co-Investment Fund, L.P., and Real Estate Opps Ltd. filed an involuntary Chapter 11 petition for Taberna on June 12, 2017 (Bankr. S.D.N.Y. Case Number 17-11628). The Petitioning Creditors collectively hold 100% of the most-senior tranche of notes issued by the Debtor, totaling approximately $137 million, and roughly 34% of the second-most senior tranche of notes, totaling approximately $17 million. The Hon. Mary Kay Vyskocil is the case judge. Klee, Tuchin, Bogdanoff & Stern LLP is serving as the Petitioning Creditors' counsel, with the engagement led by Robert J. Pfister, Esq., and Whitman L. Holt, Esq. TAJ GRAPHICS: Herzberg Parties Not Creditors in Bankruptcy Case --------------------------------------------------------------- Bankruptcy Judge Thomas J. Tucker entered an order denying the Sept. 20, 2018 motion filed by John D. Hertzberg, Hertzberg, PC, and Hertzberg, PLLC. On Sept. 20, 2018 John D. Hertzberg, Hertzberg, PC, and Hertzberg, PLLC filed a motion entitled "Corrected Motion of John D. Hertzberg, Hertzberg, P.C. and Hertzberg, PLLC To: (I) Compel Chapter 11 Trustee to Perform Her Duties and Pursue Recovery of Postpetition Fraudulently Transferred Asset of the Bankruptcy Estate, or in the Alternative, for Leave to Pursue Recovery of Postpetition Fraudulently Transferred Asset of the Bankruptcy Estate; . . ." Objections to the Hertzberg Motion were filed by the United States Trustee, the Debtor, and the Chapter 11 Trustee. The Court holds that the Hertzberg Motion must be denied because the Hertzberg Parties lack standing to seek any of the relief they seek in their motion. It is clear that none of the Hertzberg Parties is a creditor in this bankruptcy case. None of them have any claim against the bankruptcy estate or the Debtor (which is not a debtor-in-possession). And the Hertzberg Parties do not actually argue otherwise, but rather admit this, in their reply brief and supplemental brief filed in support of their motion. None of the Hertzberg Parties claims to be a creditor in this case. Rather, the Hertzberg Parties argue only that (1) the Debtor has argued, in the past, that one or more of the Hertzberg Parties is or may be a creditor in this case; and (2) the Debtor may sue one or more of the Hertzberg Parties in the future. The Hertzberg Motion does not ask the undersigned judge to make a criminal referral, and the Hertzberg Parties lack standing to make such a request of the Court in any event. But standing issues aside, Judge Tucker is mindful of the duty to make criminal referrals when required to do so under section 3057(a). A copy of the Court's Opinion and Order dated Nov. 21, 2018 is available at: http://bankrupt.com/misc/mieb09-72532-1111.pdf About Taj Graphics Based in Rochester, Michigan, TAJ Graphics Enterprises, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 09-72532) on Oct. 21, 2009. John D. Hertzberg, Esq., in Bingham Farms, Michigan, serves as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million, and $1 million to $10 million in debts. THOMAS DEE ENGINEERING: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Thomas Dee Engineering Co, Inc. 4314 Redwood Hwy. San Rafael, CA 94903 Business Description: Thomas Dee Engineering Co, Inc. is a foundation, structure, and building exterior contractor headquartered in San Rafael, California. Chapter 11 Petition Date: November 26, 2018 Court: United States Bankruptcy Court Northern District of California (San Francisco) Case No.: 18-31266 Debtor's Counsel: Jeffrey J. Goodrich, Esq. LAW OFFICES OF GOODRICH & ASSOCIATES 336 Bon Air Center #335 Greenbrae, CA 94904 Tel: (415) 925-8630 Email: goodrich4bk@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Dina Dee, chief financial officer. 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/canb18-31266.pdf TPE INDUSTRIES: Allowed to Use Cash Collateral on Final Basis ------------------------------------------------------------- The Hon. Jeffery A. Deller of the United States Bankruptcy Court for the Western District of Pennsylvania, at the behest of TPE Industries, Inc., and its subsidiaries, has authorized the Debtors to use cash collateral upon the terms and conditions set forth in a Final Order in compliance with and for the purposes of funding expenses set forth in a budget. The Debtors are authorized to use the cash collateral to pay for: (i) those expenses, payments, and/or disbursements that are expressly set forth in the weekly Budget, not to exceed 10%, measured on a cumulative basis or otherwise permitted under the Final Order and the Prepetition Loan Documents; (ii) compensation and reimbursement of expenses allowed by the Court to attorneys, accountants, or other professional personnel retained by the Debtors as provided for in the Final Order in accord with the Carve Out; (iii) Critical Vendors, Lien Claimants, and 503(b)(9) Claimants in accordance with court order entered on September 18, 2018; and (iv) other non-operating expenses identified in the Budget that do not exceed the weekly Budget line item for such expenses measured on a cumulative basis. The Debtors stipulate and agree that it is obligated to Somerset Trust Company for the following prepetition obligations: (a) $2.5 million variable rate revolving line of credit loan to TP Electric; (b) $2 million variable rate revolving line of credit loan to TP Electric; (c) $2 million variable rate revolving line of credit loan to TPE Industries; (d) $100,000 variable rate non-revolving line of credit loan to TP Automation, LLC; (e) $100,000 variable rate revolving line of credit loan to TP Automation. The Prepetition Loan Obligations are secured by perfected, first priority liens on substantially all of the assets of the Debtors, including all personal property of the Debtors, including all inventory, equipment, chattel paper, accounts, and general intangibles. Somerset Trust Company is granted replacement security interests in, and replacement liens on all of the Debtors' postpetition assets to the same extent, priority and validity of the Somerset's Prepetition Liens against the Prepetition Collateral, including, but not limited to, a first priority lien on the Debtors' post-petition accounts receivable, cash and bank accounts. Somerset will also receive regular payments pursuant to Prepetition Loan Documents. Somerset may seek a super-priority administrative claim pursuant to Section 507(b) to the extent that the adequate protection granted herein provides to be inadequate. Somerset Trust Company agrees to carve out from all of its collateral, to satisfy the following fees for professional services rendered on behalf of the Debtors and/or the Debtors' estate: (a) $10,000 per week to satisfy the fees due and owing to the attorneys employed by the Debtor and (b) $1,000 per week to satisfy the fees due and owing to the Debtors' accountants. However, Somerset reserves its right to review and object to the reasonableness of any and all fee applications filed on behalf of professionals retained by the Debtors. A full-text copy of the Order is available at: http://bankrupt.com/misc/pawb18-23447-87.pdf About TPE Industries Inc. TPE Industries, Inc. -- http://www.tpelectric.net/-- is a family owned and operated company that provides engineering, design, installation, construction and commissioning services. TPE Industries operates three separate operating divisions as follows: TP Electric, Inc. (natural gas and oil division); TP Electric & Power, LLC (industrial and commercial division) and TP Automation, LLC (industrial automation, PLC's, instrumentation, gas and flame detection). The companies serve a wide range of clients and industries that include natural gas and oil, hi-tech manufacturing, water treatment facilities, wireless communications, chemical manufacturing, power generation, power transmission, telecommunications, metals manufacturing and mining & aggregate. TPE Industries' main office is in Acme, Pennsylvania. TPE Industries, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case Nos. 18-23447 to 18-23450) on Aug. 30, 2018. In the petitions signed by Shawn T. Porter, president, the Debtors disclosed these assets and liabilities: Total Total Assets Liabilities ----------- ----------- TPE Industries, Inc. $407,717 $339,387 T.P. Electric, Inc. $2,393,042 $4,903,125 TP Automation, LLC $219,970 $54,320 Judge Jeffery A. Deller presides over the case. Kirk B. Burkley, Esq., at Bernstein-Burkley, P.C., is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. TREATMENT CENTER: Taps Genovese Joblove as Special Counsel ---------------------------------------------------------- The Treatment Center of the Palm Beaches, LLC received an order from the U.S. Bankruptcy Court for the Southern District of Florida, approving the employment of Genovese Joblove & Battista, P.A. as its special counsel, and authorizing its bankruptcy counsel Furr and Cohen, P.A. to act as co-counsel with the firm. The firms will assist the Debtor in the investigation and prosecution of litigation claims and avoidance actions, including director and officer liability claims. They will be paid a contingency fee as follows: (1) An amount equal to 23% of any gross amount collected or recovered prior to the filing of a lawsuit. In the event a litigation claim is resolved by a settlement agreement signed before Dec. 31, the contingency fee will be reduced to 15%. (2) An amount equal to 28% of any gross amount collected or recovered prior to the commencement of a trial on any litigation claim. (3) An amount equal to 35% of any gross amount collected or recovered after the commencement of a trial. (4) An amount equal to 40% of any gross amount collected or recovered after the filing of an appeal of any judgment. (5) The firms have agreed, subject to court approval, to allocate the contingency fee on the basis of 75% to Genovese and 25% to Furr and Cohen. In addition, the Debtor has agreed to pay up to $25,000 in hourly fees. The terms of Furr and Cohen's employment and compensation through the court's August 21, which approved the firm's employment as bankruptcy counsel, will remain unchanged. Paul Battista, Esq., at Genovese, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Genovese can be reached through: Paul J. Battista, Esq. Genovese Joblove & Battista, P.A. 100 Southeast Second Street, 44th Floor Miami, FL 33131 Direct Dial: (305) 372-2457 Email: pbattista@gjb-law.com About The Treatment Center of The Palm Beaches The Treatment Center of the Palm Beaches, LLC, located in West Palm Beach, Florida -- https://www.thetreatmentcenter.com/ -- is an addiction treatment center. Since 2009, Treatment Center has offered custom treatment programs for drugs, alcohol, trauma, mental health, and other addictions. The Treatment Center of the Palm Beaches filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14622) on April 19, 2018. In the petition signed by Judi Gargiulo, manager, the Debtor disclosed $11.07 million in total assets and $6.12 million in total liabilities. The case is assigned to Judge Erik P. Kimball. Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's bankruptcy counsel. The court approved the sale of substantially all of the Debtor's assets to Palm Beach Recovery Center, LLC on September 7, 2018. On October 16, 2018, the Debtor filed its Chapter 11 plan and disclosure statement. TSC SNOWDEN: Case Summary & 3 Unsecured Creditors ------------------------------------------------- Debtor: TSC Snowden River North, LLC 8600 Snowden River Parkway Columbia, MD 21046 Business Description: TSC Snowden River North, LLC is a privately held company engaged in activities related to real estate. The Company owns three properties in River Parkway, Columbia, Maryland, having a total current value of $1.85 million. Chapter 11 Petition Date: November 26, 2018 Court: United States Bankruptcy Court District of Maryland (Baltimore) Case No.: 18-25519 Debtor's Counsel: David W. Cohen, Esq. LAW OFFICE OF DAVID W. COHEN 1 N. Charles St., Ste. 350 Baltimore, MD 21201 Tel: (410) 837-6340 Email: dwcohen79@jhu.edu Total Assets: $1,850,400 Total Liabilities: $1,321,717 The petition was signed by Bruce S. Jaffe, manager. 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/mdb18-25519.pdf ULTRA PETROLEUM: Gasconade Wins Summary Ruling Bid vs URI, et al. ----------------------------------------------------------------- Bankruptcy Judge Marvin Isgur denied the Defendants' motion for summary judgment and granted the Plaintiffs' cross-motion for partial summary judgment in the case captioned GASCONADE OIL CO., et al, Plaintiff(s), v. ULTRA RESOURCES, INC., et al, Defendant(s), Adversary No. 17-3019 (Bankr. S.D. Tex.). Gasconade Oil Co., Riggs Oil & Gas Corp., and The Roy H. Dubitzky Trust filed the adversary proceeding against Ultra Resources, Inc. and UPL Pinedale, LLC, seeking a declaratory judgment that they are entitled to certain overriding royalty interests pursuant to the Areas of Mutual Interest clause within the parties' Southwestern Wyoming Revised CNG/Fossil Agreement. The Defendants moved for summary judgment on the Plaintiffs' claims, arguing that the claimed interests violate Wyoming's rule against perpetuities and are thus void. In a cross-motion for partial summary judgment, the Plaintiffs contend that their claimed interests do not violate the rule against perpetuities because they are strictly contractual rights, are presently vested, and are incorporeal hereditaments. Alternatively, Plaintiffs assert that their interests do not violate the rule's policies, and that the Defendants are precluded from challenging their obligations under the clause and the Plaintiffs' interests under the doctrines of equitable estoppel, waiver, and laches. The issue arising from the Defendants' and Plaintiffs' motions for summary judgment is whether the Plaintiffs' interests established under the Revised Consulting Agreement's Area of Mutual Interest (AMI) clause constitute future property interests not guaranteed to vest within the timeframe required by Wyoming's rule against perpetuities, thus violating the Rule and becoming void. Wyoming's Rule stems from the state's recognized policy that perpetuities "are contrary to the genius of a free state, and shall not be allowed." Instead of tying up the marketability of real and personal property over unreasonably long periods of time, such property should be freely alienable to fully utilize the land's value and resources. Consequently, Wyoming's Rule "forbids the protracted suspension of the right to alienate property by voiding interests that will not vest within the statutory term" of 21 years after a life in being. In support of its motion for partial summary judgment, the Plaintiffs assert that the Rule is inapplicable to their interests under the AMI clause of the Revised Consulting Agreement because the clause entitles them to strictly contractual interests--not real or personal property interests. The Court finds that the AMI clause entitled the Plaintiffs to a purely contractual interest to which Wyoming's Rule does not apply. The Revised Consulting Agreement's subject matter is not a specific parcel of land. The clause provides that, if the Defendants acquire any leasehold interest within any of the areas of mutual interest contiguous to sections of existing leases outside of the Jonah Gulch Prospect, the Plaintiffs would be assigned a 5.0% Overriding Royalty Interest (ORRI) on those newly acquired leaseholds. While the Revised Consulting Agreement covers a general region in which the Defendants could acquire new leasehold interests that would then automatically be burdened by the Plaintiffs' ORRI, the Agreement's subject matter does not concern any specific, single piece of property. Rather, the Revised Consulting Agreement, specifically, its AMI clause, concerns the Plaintiffs' share if and when any leasehold in a general region of land is acquired. The agreement's subject matter is the Plaintiffs' potential ORRI -- something other than land. Accordingly, the Rule does not apply to the Plaintiffs' interests under the AMI clause. A copy of the Court's Memorandum Opinion dated Nov. 9, 2018 is available at https://bit.ly/2S5dWrV from Leagle.com. Gasconade Oil Co., Riggs Oil & Gas Corporation & The Roy H. Dubitzky Trust Dated June 28, 1996, Roy H. Dubitzky, Trustee, Plaintiffs, represented by Scott M. Campbell -- scampbell@popllc.com -- Poulson Odell et al & Jarrod B. Martin -- jarrod.martin@mhllp.com -- McDowell Hetherington LLP. Ultra Resources, Inc., Defendant, represented by T. Brooke Farnsworth , Farnsworth & vonBerg, Christopher T. Greco -- christopher.greco@kirkland.com -- Kirkland & Ellis LLP, Gregory F. Pesce -- gregory.pesce@kirland.com -- Kirkland and Ellis LLP, Jessica M. Schmidt , Holland & Hart LLP, David R. Seligman -- david.seligman@kirkland.com -- Kirkland Ellis LLP, Anthony Joseph Shaheen -- jshaheen@hollandhart.com -- Holland & Hart, LLP & Jessica Shmidt -- jschmidt@hollandhart.com. UPL Pinedale, LLC, Defendant, represented by T. Brooke Farnsworth, Farnsworth & vonBerg, Christopher T. Greco, Kirkland & Ellis LLP, Gregory F. Pesce, Kirkland and Ellis LLP, David R. Seligman, Kirkland Ellis LLP, Anthony Joseph Shaheen, Holland & Hart, LLP & Jessica Shmidt. UPL Pinedale, LLC, Defendant & Ultra Resources, Inc., Defendant, Counter-Claimants, represented by T. Brooke Farnsworth, Farnsworth & vonBerg, Anthony Joseph Shaheen, Holland & Hart, LLP & Jessica Shmidt. About Ultra Petroleum Houston, Texas-based Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration, and acquisition of oil and natural gas properties. On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary companies filed petitions (Bankr. S.D. Tex.) seeking relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Marvin Isgur. These cases are being jointly administered for procedural purposes, with all pleadings filed in these cases will be maintained on the case docket for Ultra Petroleum Corp. Case No. 16-32202. Ultra Petroleum disclosed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as co-counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. On May 5, 2016, the United States Trustee for the Southern District of Texas appointed an official committee for unsecured creditors of all of the Debtors. On September 26, 2016, the United States Trustee for the Southern District of Texas filed a Notice of Reconstitution of the UCC. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. Certain other stakeholders have organized for purposes of participating in the Debtors' chapter 11 cases: (i) on June 8, 2016, an informal ad hoc committee of unsecured creditors of subsidiary, Ultra Resources, notified the Bankruptcy Court it had formed and identified its members, most of which are distressed debt investors and/or hedge funds; (ii) on June 13, 2016, an informal ad hoc committee of the holders of senior notes issued by the Company notified the Bankruptcy Court it had formed and identified its members; (iii) on July 20, 2016, an informal ad hoc committee of shareholders of the Company notified the Bankruptcy Court it had formed and identified its members; and (iv) on January 6, 2017, an informal ad hoc committee of unsecured creditors of subsidiary, Ultra Resources, notified the Bankruptcy Court it had formed and identified its members, most of which are insurance companies. In April 2017, Ultra Petroleum successfully completed its Chapter 11 restructuring. W RESOURCES: Files Chapter 11 Plan of Liquidation ------------------------------------------------- W Resources, LLC, filed a Chapter 11 plan of liquidation and accompanying disclosure statement. Classes 2-10 consist of identified Secured Claims in favor of specified claimants and impaired. The general treatment of each secured creditor in the class is identical. The specific treatment will depend upon the ultimate sale and liquidation of the collateral securing any such Allowed Secured Claim. In essence, each specified Holder of an Allowed Secured Claim will maintain its lien upon any Collateral to the same extent and priority as existed prior to the filing of the petition. Class 11 consists of Allowed General Unsecured Claims and impaired. The Debtor and Liquidating Trust reserve the right to object to allowance or classification of any Class 4 Claims. Holders of Allowed Class 11 Claims will receive one or more Distributions in accordance with Section 6.3 of the Plan. Class 12 consists of all Allowed Equity Interests and impaired. Holders of Allowed Class 12 Equity Interests will receive one or more Distributions in accordance with Section 6.3 of the Plan. Funds needed to make Cash payments on the Effective Date under this Plan will come from Trust Assets. A full-text copy of the Disclosure Statement dated November 20, 2018, is available at: http://bankrupt.com/misc/lamb18-1810798-240.pdf 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. WALLER MARINE: Dec. 17 Plan Confirmation Hearing ------------------------------------------------ The Court will conduct a hearing to consider confirmation of Waller Marine, Inc.'s first amended plan of reorganization on December 17, 2018 at 2:30 p.m. (prevailing Central time). December 14, 2018 at 5:00 p.m. (prevailing Central time) is the deadline for filing and serving written objections to confirmation of the Plan. Under the First Amended Plan, each holder of Class 3 General Unsecured Claims will receive its Pro Rata share in: (1) Proceeds from the Reorganized Debtor's retained causes of action, if any; and (2) Fifty-one percent (51%) of any federally taxable profits from the Reorganized Debtor within the next four (4) tax years (i.e., 2018, 2019, 2020 and 2021) (the "WMI Tax Credit Distributions"), not to exceed the full amount of each creditor's Allowed Class 3 Claim. The Plan explains that for every year until and including 2021 that the Reorganized Debtor reports taxable income to the Internal Revenue Service for operations of the Reorganized Debtor that is "sheltered" by the WMI Tax Credit (the "WMI Tax Credit Offset"), the Reorganized Debtor will pay 51% of the WMI Tax Credit Offset, pro rata, to the Holders of Allowed Class 3 Claims. Upon the Effective Date, in exchange for the cancellation of the Waller Administrative Claim, David Waller will retain 51.0% of his equity in the Reorganized Debtor. The Plan will be funded from (i) prosecution of Retained Causes of Action, (ii) a Cash investment in the amount necessary for the Reorganized Debtor to pay the Allowed Administrative Claims (the "Cash Investment") by WMS Holdings, Inc., in exchange for 49.0% of the Equity Interest in the Reorganized Debtor and (iii) a funding commitment by WMS to the Reorganized Debtor to continue business operations. A copy of the First Amended Plan is available at https://tinyurl.com/yacwv7wv from PacerMonitor.com at no charge. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/ybajmnkz from PacerMonitor.com at no charge. About Waller Marine Waller Marine, Inc. -- http://www.wallermarine.com/-- provides design, construction management, regulatory assistance, project development and contractual compliance to the marine transportation and offshore industries. Founded in 1974 and based in Houston, Texas, WMI is a licensed engineering firm with EPC capabilities. It claims to be a leader in Floating Gas to Liquids (GTL), Floating Power Generation and Floating Liquefaction. Waller Marine filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-34230) on July 7, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by David B. Waller, president, who also sought bankruptcy protection (Bankr. S.D. Tex. Case No. 17-34047) on June 30, 2017. Judge Jeff Bohm presides over the case. Christopher Adams, Esq., at Okin & Adams LLP, serves as the Debtor's bankruptcy counsel. WAYPOINT LEASING: Files for Chapter 11 to Facilitate Asset Sale --------------------------------------------------------------- Waypoint Leasing Holdings Ltd., the largest independent global helicopter leasing company, on Nov. 25 disclosed that it and certain of its subsidiaries have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. Waypoint expects to move through the restructuring process as expeditiously as possible and is committed to working with its lenders and all stakeholders towards a speedy and successful transformation. To this end, Waypoint has run a comprehensive sale process over the past months, has received bids from numerous parties, and expects to use the Chapter 11 process to facilitate the acquisition of Waypoint by a new owner with a continued focus on our customers. Over the past six months, Waypoint has been actively working with its lenders to de-lever its balance sheet and reposition the Company for strength and stability. Waypoint plans to continue that work during the Chapter 11 process, and in addition to de-levering, Waypoint will continue to implement strategic initiatives. Waypoint has filed a number of customary motions with the Court seeking authorization to support its operations during the restructuring process and ensure a smooth transition into Chapter 11. The Company expects to continue its support for its customers on an uninterrupted basis and to work with all vendors and suppliers in the ordinary course for all goods and services provided on or after the filing date. "Waypoint's Chapter 11 filing is the next step in our holistic transformation strategy and will provide us with the opportunity to emerge with a stronger, sustainable and more competitive balance sheet," said Hooman Yazhari, Chief Executive Officer of Waypoint. "It will further catalyze our ability to implement many of the innovative and evolutionary changes to our business model, allowing us to meet head-on the challenges and opportunities which our displaced industry presents. During our continued transformation, our team will work as hard as possible to demonstrate Waypoint's true value as the most dedicated and capable steward of our assets. We will also continue our intense focus to deliver on the needs and requirements of our customers. I am incredibly grateful for our supportive stakeholders, including our global customer base, OEM and MRO suppliers, other partners and our talented team of employees." Established in 2013, Waypoint's fleet is supported by over 40 employees based in eight offices worldwide. Waypoint's aircraft diversity and customization capabilities have led to the lessor's market-leading position across multiple mission segments including oil and gas, emergency medical services (EMS), government and humanitarian services, utility and firefighting, search and rescue (SAR) and wind farm support. Waypoint's portfolio includes more than 160 aircraft flying with 36 customers in 34 countries. Weil, Gotshal & Manges LLP is serving as legal counsel, Houlihan Lokey is serving as investment banker, and FTI Consulting, Inc. and Seabury Corporate Services LLC are serving as restructuring advisors. About Waypoint Leasing Waypoint -- http://www.waypointleasing.com-- is a global helicopter leasing company that provides operating lease and financing solutions to helicopter operators worldwide. Headquartered in Limerick, Ireland, Waypoint differentiates itself with a senior management team that has direct helicopter operating and leasing experience in key helicopter markets around the world, having leased helicopters across Africa, Asia, Australia, Europe, and North and South America. Waypoint serves a wide range of sectors including oil and gas, emergency medical service, search and rescue, governmental and humanitarian services, utility and firefighting and wind farm support. In addition to Ireland, Waypoint has offices in London, the United States, Canada, Hong Kong, Brazil and South Africa. WHEELCHAIR SALES: Court Rejects Bid to Extend Time to Confirm Plan ------------------------------------------------------------------ Bankruptcy Judge Donald R. Cassling denied Debtor Wheelchair Sales & Service Inc.'s motion to extend time to confirm a plan. When Congress enacted the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ("BAPCPA"), it imposed new obligations upon "small business" Chapter 11 debtors that were more onerous than those applied to other Chapter 11 debtors. It justified these new burdens as necessary to correct the perceived lack of creditor oversight in small business Chapter 11 cases. One of the major changes Congress made was to require that small-business plans be confirmed within 45 days of the plan's filing and to impose strict requirements for how and when that deadline could be extended. This case involves the question of whether a small business Chapter 11 debtor may slip that leash by simply filing an amended plan within the 45-day window created by BAPCPA. The Debtor argues that the plain and unambiguous language of 11 U.S.C. section 1129(e) provides for the creation of a new 45-day confirmation window every time an amended plan is filed. The United States Trustee argues that the plain and unambiguous language of the statute requires Debtor instead to comply with the Code’s strict requirements for obtaining an extension of the confirmation deadline. Both parties present reasonable interpretations of the statutory language, so neither of them can be correct that the statutory language is plain and unambiguous. Resort to BAPCPA's legislative history is, therefore, necessary to resolve the dispute. Based upon that review and policy concerns, the Court agrees with the UST that, if a small business Chapter 11 debtor wishes to obtain an extension of the plan confirmation deadline, it must follow the strict requirements of the Code for doing so and may not avoid compliance by simply filing an amended plan. Accordingly, the Court sustains the objection filed by the UST and denies Debtor's motion to extend time to confirm a plan. A copy of the Court's Nov. 20, 2018 Memorandum Opinion is available at: http://bankrupt.com/misc/ilnb18-05186-93.pdf About Wheelchair Sales & Service Wheelchair Sales & Service Inc. is a medical equipment supplier in New Lenox, Illinois. The Company offers medical equipment such as respirators, wheelchairs, home dialysis systems, or monitoring systems, that are prescribed by a physician for a patient's use in the home and that are usable for an extended period of time. Wheelchair Sales & Services, Inc., d/b/a WS&S Globam Medical, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-05186) on Feb. 26, 2018. In the petition signed by William M. Downs, stockholder, the Debtor disclosed $579,965 in total assets and $1.04 million in total debt. The case is assigned to Judge Donald R Cassling. The Debtor is represented by David P. Lloyd, Esq., at David P. Lloyd, Ltd. YORAVI INVESTMENT: March 8 Plan Confirmation Hearing ---------------------------------------------------- Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico, approved the amended disclosure statement with respect to Yoravi Investment, Inc.'s amended Chapter 11 plan dated August 31, 2018. The Confirmation Hearing is scheduled to be conducted on March 8, 2019, at 9:30 a.m. Objections to confirmation of the Plan must be filed on or before February 1, 2019. At the Confirmation Hearing the Court will conclude the estimated date for "substantial consummation" of the Plan as defined in 11 USC 1101(2). The debtor in possession or moving party shall submit to the Court the information necessary to enter a final decree, as set forth in LBR 3022-1. About Yoravi Investment Yoravi Investments, Inc., owns a real estate property at Centro Comercial Turabo Gardens valued at $1.10 million. Yoravi Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-05446) on Aug. 1, 2017. In the petition signed by Rafael E. Acosta Santiago, vice-president and treasurer, the Debtor disclosed $1.15 million in assets and $714,000 in liabilities. Judge Edward A. Godoy presides over the case. The Debtor tapped Godreau & Gonzalez Law, LLC, as its bankruptcy counsel, and Enrique Peral Soler, Esq., as special counsel. ZAMINDAR PROPERTIES: FB Acquisition Objects to Disclosure Statement ------------------------------------------------------------------- FB Acquisition Property XVII, LLC, objects to the adequacy of Zamindar Properties, LLC's Amended Disclosure Statement accompanying its Small Business Plan. The Creditor points out that Debtor's statement regarding the events that caused the bankruptcy filing are summary, at best, and fail to describe the factual circumstances surrounding Debtor, including several instances of fraud. The Debtor's Amended Disclosure Statement states, at page 11, that an Income Statement for Prior 12 Months and a Cash Flow Statement for Prior 12 Months are attached; however, according to the Creditor, they are not. Thus, Debtor's Amended Disclosure Statement is devoid of any historical information that would be useful in analyzing the Debtor's income and cashflow for the applicable twelve (12) month period. The Creditor complains that the Debtor's Disclosure Statement is also inadequate in that it fails to provide "a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case." Attorneys for the Creditor: Richard J. Thomas, Esq. HENDERSON, COVINGTON, MESSENGER, NEWMAN & THOMAS CO., L.P.A. 6 Federal Plaza Central, Suite 1300 Youngstown, OH 44503 Tel: (330) 744-1148 Fax: (330) 744-3807 Email: rthomas@hendersoncovington.com About Zamindar Properties Owned by Fenix Capital LLC, Zamindar Properties, LLC, operates commercial and residential real estate units in its business. Zamindar owns 10 properties; two 3-unit buildings; five duplexes and a commercial office building a mixed-use building and a four-unit residential building. Zamindar Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-23385) on Sept. 9, 2016. In the petition signed by Joann Jenkins, president, the Debtor estimated its assets and liabilities at $1 million to $10 million. Zamindar Properties tapped Calaiaro Valencik as legal counsel. The case is assigned to Judge Carlota M. Bohm. No official committee of unsecured creditors has been appointed in the case. [*] Stephen Akers to Lead Therium's London Insolvency Practice -------------------------------------------------------------- Therium Group Holdings Ltd., a provider of litigation finance globally with over $800 million of assets under management, has appointed Stephen Akers to lead its insolvency funding practice, based in London. Mr. Akers is one of the world's leading insolvency practitioners, with a career stretchingmore than three decades, in which he has worked on some of the most complex, multi-jurisdictional insolvency cases involving substantial litigation. He has considerable experience of litigating in not just the UK but also in New York, Paris, Cayman Islands, BVI, Bermuda, Jersey and Guernsey, involving cases that have successfully recovered or defended many billions of dollars. Mr. Akers joins Therium from Grant Thornton where he was a partner for 16 years, following 15 years as a partner at Deloitte. Neil Purslow, Co-Founder and Chief Investment Officer of Therium, said: "Stephen is one of the world's preeminent insolvency professionals and we are delighted that he has joined Therium to lead our global insolvency litigation funding practice, which is a strong area of focus for the firm. He has tremendous global experience, having worked on some of the most high profile, multi-jurisdiction insolvency matters. We look forward to him leading our growing insolvency litigation funding practice, where we see huge opportunity." Mr. Akers said: "Therium has always been a leading innovator in litigation finance. The firm already has a very strong track record in funding insolvency cases, as recognised by its recent 'Insolvency Litigation Funder of the Year' accolade at this year's Turnaround Restructuring and Insolvency awards, and I am very excited to have the opportunity to build on Therium's success in this area. The breadth and flexibility of Therium's litigation finance offering provides a huge opportunity for office holders to deliver better financial outcomes to creditors." Mr. Akers' high profile insolvency cases include: * Saad Group of Companies. Liquidator regarding the winding up of mainly Cayman Islands companies within the Saudi Saad Group that in 2009 defaulted on a $2.8bn revolving credit facility advance by a syndicate of banks led by Barclays. After seven years, including a lengthy trial in Cayman, interlocutory applications, and a huge investigatory and forensic analysis, the liquidation group convinced the Cayman Court that the companies' owners and controllers had carried out the world's largest Ponzi scheme, with loans of $330bn being churned over nearly three decades, impacting over 100 banks. * Bank of Credit and Commerce International SA. Liquidation of BCCI, once the world's seventh largest bank, which failed in 1991. The bank was riddled with fraud and money laundering and was closed following coordinated action by the UK, US and Luxembourg regulators. It was the largest bank failure of its time, involving $10bn of liabilities worldwide. Mr. Akers was a liquidator of the UK business, which represented the largest part of the group balance sheet. * Madoff Securities Limited. UK liquidation of the only Madoff entity outside of the US, used to wash funds through London as part of the $68bn Ponzi scheme. * Kaupthing Bank hf. Roles for Icelandic bank Kaupthing's Winding-Up Committee, including matters involving Vincent Tchinguiz's and Robert Tchenguiz's family trusts, and liquidations of BVI companies involved with credit default swaps with Deutsche Bank. Therium is one of world's leading litigation financing firms. The firm has funded claims valued at $36 billion and has operations across Europe, including in the UK, Germany, Italy, Spain and Scandinavia, and in the US. Therium was the first commercial litigation funder to be have operations on the ground in Germany and Scandinavia and it was the first European firm to launch a full service business in the US. In October, Therium announced that it plans to launch operations in Australia in January 2019. In Chambers and Partners' inaugural litigation support directory this year, Therium was ranked as a Tier 1 litigation funder. Litigation funding allows individuals and companies to take on litigation and arbitration cases that they might not otherwise be able to afford, to hedge the costs and risks involved in such matters and to monetise the value of claims. About Therium Founded in 2009, Therium -- http://www.therium.com-- is a global litigation financing firm with a market-leading track record of generating superior returns for its investors. The firm works across all forms of commercial litigation and arbitration and invests in a broad range of complex commercial disputes, from securities and shareholder actions, international arbitration, competition and antitrust cases, through to intellectual property, insolvency and class actions. In February 2018, Therium announced its latest fund of GBP200 million, which the company is now actively deploying, and Therium has now raised nearly $800 million since its foundation. To date, the firm globally has funded claims valued at $36 billion. Therium has consistently been at the forefront of innovation in litigation finance, pioneering the combined use of insurance tools alongside funding vehicles, and introducing portfolio funding products into the UK. The firm's ability to develop innovative funding arrangements and bespoke financial solutions for litigants and law firms complements its unmatched experience and rigorous approach to funding a wide range of commercial disputes in varying jurisdictions throughout the world. In Chambers and Partners' inaugural litigation support directory this year, Therium was ranked as a Tier 1 litigation funder. Therium is a founder member of the Association of Litigation Funders. ********* 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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