/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181203.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 3, 2018, Vol. 22, No. 336 Headlines 10 HOMESTEAD: Hires Ann Brennan Law as Counsel 7202 LLC: Hires Petroff Amshen LLP as Counsel 900 RETAIL: Case Summary & 2 Unsecured Creditors ADVANCED MICRO: Egan-Jones Lowers Senior Unsecured Ratings to B ADVANCED SPORTS: Has Interim Order to Conduct Store Closing Sales ALVEERU INC: Involuntary Chapter 11 Case Summary AMERICAN AIRLINES: Fitch Affirms BB- LT IDR, Outlook Stable AMERICAN CENTER: Taps Lourdes Ledon as Special Counsel AMERICAN SAMOA: Moody's Rate $50MM 2018 Bonds Ba3, Outlook Negative AQUAMARINA II: Feb. 7 Auction of Freeport Real Property Set ARGOS THERAPEUTICS: Case Summary & 5 Unsecured Creditors AUTORAMA ENTERPRISES: Case Summary & 20 Top Unsecured Creditors BAMC DEVELOPMENT: Hires W. Bart Meacham as Special Counsel BILLY MOORE: $15K Sale of Biloxi Property to Jordan Approved BIOSCRIP INC: Gabelli Funds Has 6.3% Stake as of Nov. 26 BOB BONDURANT SCHOOL: Hires Timothy H. Shaffer as CRO BOB BONDURANT SCHOOL: U.S. Trustee Unable to Appoint Committee BOILING POT: U.S. Trustee Unable to Appoint Committee BROOKFIT VENTURES: Hires Rosen & Federico, CPA as Accountant BROOKFIT VENTURES: Hires Rosen Kantrow as Legal Counsel BTO TRUCKING: U.S. Trustee Unable to Appoint Committee C&D TECHNOLOGIES: S&P Assigns 'B-' ICR, Outlook Stable CALLAHAN GRADING: U.S. Trustee Unable to Appoint Committee CAMBER ENERGY: Signs Non-Binding MOU to Acquire Assets in Kansas CAROLINAS CUSTOM: U.S. Trustee Unable to Appoint Committee CARPENTER'S ROOFING: Case Summary & 7 Unsecured Creditors CARWASHER INC: Trustee Taps Cavanagh Law as Counsel CENTURY TRANSPORTATIONS: Hires John A. Vos Law as Attorney COMPLETE DISTRIBUTION: Case Summary & 20 Top Unsecured Creditors CONCORDIA INT'L: Cancels Offering Under LTIP & Option Plan CONCORDIA INT'L: Changes Name to Advanz Pharma Corp CORRIDOR MEDICAL: Case Summary & Largest Unsecured Creditors CREW ENERGY: DBRS Confirms B Issuer Rating, Trend Stable CSC HOLDINGS: S&P Raises Debt Ratings to 'BB', Off Watch Positive DAVID'S BRIDAL: Final Hearing on DIP Financing Set for Dec. 18 DIOCESE OF WINONA: Case Summary & 20 Largest Unsecured Creditors DIVERSE LABEL: $385K Sale of Knife & Related Equipment Approved EDGEMERE TX: Fitch Cuts Rating on $114MM Bonds to BB-, on Watch Neg ERNEST VICKNAIR: Gros' $30K Thibodaux Property Sale to Freemin OK'd EVAN JOHNSON: $28K Sale of GPS & Surveying Equipment to 4K Approved EYEPOINT PHARMA: Will Sell $75MM Worth of Securities FC GLOBAL: 6 Proposals Approved at Annual Meeting FIRST BAPTIST: Case Summary & 5 Unsecured Creditors FIRSTENERGY SOLUTIONS: Exelon Seeks to Enforce Retail Energy Sale FLORIDA MICROELECTRONICS: Hires Haile Shaw as Special Counsel FMTB BH: Taps Stahl & Zelmanovitz as Special Litigation Counsel GARDNER-WEBB UNIVERSITY: Moody's Rates New $24MM Revenue Bonds Ba1 GEORGETOWN LANDING: Case Summary & 7 Unsecured Creditors GREEN ISLAND: Moody's Alters Outlook on B1 Bond Rating to Stable GROW & LEARN: Seeks to Hire Hill Wallack as Special Counsel GUILBEAU MARINE: Hires Pontchartrain Capital as Financial Advisor HAYES & HAYES: Case Summary & 2 Unsecured Creditors HELIX GEN: Moody's Cuts Ratings on Sr. Sec. Credit Loans to Ba3 HOOPER HOLMES: Committee Taps CKR Law as Special Litigation Counsel HOUTEX BUILDERS: $2.6M Sale of The Woodlands Property to Otto OK'd INDUSTRIAL FABRICATORS: Case Summary & 20 Top Unsecured Creditors INGERSOLL FINANCIAL: Sale of Remaining Properties to SPA 2 Approved INPIXON: Regains Compliance with Nasdaq Minimum Bid Price Rule INPIXON: Stockholders Reject Proposal to Increase Authorized Shares J CREW GROUP: Incurs $5.7MM Net Loss in Third Quarter JONES ENERGY: Fir Tree Owns 2.9% Outstanding Class A Shares JUST TOYS CLASSIC: U.S. Trustee Unable to Appoint Committee KDC HOLDCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable KEMET CORP: Egan-Jones Hikes Senior Unsec. Ratings to BB KENOY KENNEDY: $162K Sale of Terrell Property to Beundel Approved KINNEY FARMS: Case Summary & 4 Unsecured Creditors KMG CHEMICALS: S&P Raises ICR to 'BB', Then Withdraws Rating KNOWLTON DEVLOPMENT: Moody's Assigns B2 CFR, Outlook Stable KRUGER PRODUCTS: DBRS Lowers Sr. Unsecured Notes Rating to B(high) L & I FOOD: Unsecureds to Get $500 Per Month Under Plan LANDING AT BRAINTREE: Hires Ann Brennan Law as Counsel LUBY'S INC: Bandera Partners Nominates Slate of Five Directors LUBY'S INC: Issues Statement on Bandera's Nomination of Directors MASSA'S RESTAURANT: Taps Hoole & Kramr, CPAs, as Accountant MEJD PARTNERSHIP: Seeks to Hire Omni Appraisal as Appraiser MERCER INTERNATIONAL: Moody's Rates New $350MM Sr. Unsec. Notes Ba3 MESOBLAST LIMITED: Starts Regulatory Activities for MPC-150-IM MONROE COUNTY HCA: Moody's Cuts Rating on $3.6MM GOLT Bonds to Ba1 MORIARTY CONSULTANTS: Case Summary & 11 Unsecured Creditors MS Z HOLDINGS: Seeks to Hire Robert N. Bassel as Counsel NCW PROPERTIES: Bankruptcy Court Awards $47K to ASI Advisors NEIMAN MARCUS: Has Not Reached Agreement with Noteholders & Lenders NEW JERUSALEM: $208K Sale of Washington DC Church to Doffett Okayed NICHOLAS L HUGENTOBLER: Case Summary & 20 Top Unsecured Creditors NICHOLS BROTHER: $1M Sale of WO Oil/Gas Assets to SB Energy Okayed NINE WEST: Taps Deloitte FAS to Render Fresh Start Accounting NTHRIVE INC: Moody's Alters Outlook on B3 CFR to Negative OCEANEERING INT'L: Egan-Jones Lowers Senior Unsec. Ratings to BB PANDA PATRIOT: S&P Affirms 'BB-' Rating on Senior Secured Debt PARKLAND FUEL: DBRS Rates $300MM Sr. Unsec. Notes Due 2027 'BB' PAUL BODEAU: Court Junks Bid to Compel Oggi's to Produce Documents PETROQUEST ENERGY: $345K Sale of Casing Assets to Barrett Approved PIONEER ENERGY: Expects to Have 7 Rigs Working by Mid-December PRECISION DRILLING: Fitch Revises Outlook on B+ LT IDR to Positive RACKSPACE HOSTING: Moody's Lowers CFR to B2 on Weak Revenues RAINBOW NATURAL: Seeks to Hire Tew & Goodman as Accountant RED TAPE: Seeks to Hire Blackman & Associates as Accountant REGDALIN PROPERTIES: Development Specialists Hired as Accountant RENNOVA HEALTH: CEO Discusses Plans to Acquire 3rd Hospital RESOLUTE ENERGY: Stockholders Sign Voting Agreements with Cimarex RIVARD COMPANIES: Hires Steven B. Nosek as Attorney RMH FRANCHISE: U.S. Trustee Objects to First Amended Plan ROCK SPRINGS ENERGY: Case Summary & 8 Unsecured Creditors ROCKIES REGION: Hires Oil & Gas Asset Clearinghouse as Auctioneer SANJAC SECURITY: Seeks to Hire Margaret M. McClure as Counsel SCANDIA SPA: Case Summary & 3 Unsecured Creditors SCHULDNER LLC: Case Summary & 3 Unsecured Creditors SCOTT GOLDEN: $1M Sale of Longport Property to Browns Approved SEASONS CORPORATE: Employs Getzler Henrich as CROs SEASONS CORPORATE: Taps Ackerman & Rubin as Accountants SHARING ECONOMY: Will Move Stock Listing to OTC Markets SOUTHEAST POWERGEN: Moody's Hikes Sr. Sec. Credit Facilities to Ba3 SOUTHERN TAN: $85K Sale of Tanning Equipment to EA Global Approved SUGARLOAF HOLDINGS: Hires J Philip Cook as Real Estate Professional SUGARLOAF HOLDINGS: Taps Squire & Company as Accountant T-MOBILE US: Egan-Jones Hikes Senior Unsecured Ratings to BB T.C. RENFROW: Dunn & Neal to Get 3% Annual Interest TANIA ELISSIA BATACHE: Court Tosses Suit vs R. Santi, M. Fontana TAPZ LLC: Proposes to Hire Ariel Peri as Accountant THAKORJI INC: Case Summary & 20 Largest Unsecured Creditors TITAN ENERGY: Top Management Will Get Cash Inducement Awards TRIGEANT HOLDINGS: Final Judgment in Favor of BTB Upheld TSC DORSEY RUN: Case Summary & Unsecured Creditor UVLRX THERAPEUTICS: Seeks to Hire Berti Spechler as Accountant VEROBLUE FARMS: Committee Hires Goldstein & McClintock as Counsel VIACAO ITAPEMIRIM: Chapter 15 Case Summary W RESOURCES: $180K Sale of Zachary Property Approved W RESOURCES: $3M Sale of Baton Rough Aircraft Hangar to Callais OKd XENETIC BIOSCIENCES: Stockholders Elect 7 Directors YUMA ENERGY: Davis Petroleum Has 8.7% Stake as of Nov. 30 ZACKY & SONS: Seeks to Hire GlassRatner as Financial Advisor ZACKY & SONS: Seeks to Hire Levene Neale as Counsel ZACKY & SONS: Seeks to Hire LKP Global Law as Special Counsel ********* 10 HOMESTEAD: Hires Ann Brennan Law as Counsel ---------------------------------------------- 10 Homestead Avenue, LLC, and Braintree, LLC, seek approval from the U.S. Bankruptcy Court for the District of Massachusetts (Boston) to hire Ann Brennan Law Offices as counsel. Professional services to be rendered by the counsel are: a. give the Debtor legal advice with respect to its powers, duties and responsibilities in the continued operation of business and management of the property; b. prepare on behalf of the Debtor necessary applications, answers, statements, complaints, orders, reports and other legal papers; c. represent the Debtor relative to all other matters incidental to the petition; d. perform all other legal services for the Debtor as may be necessary. The Debtor agreed to pay a retainer of $7,500 plus the filing fee. Prior to the filing, Ann Brennan received a retainer in the amount of $3,283 and the filing fee of $1,717. Ann Brennan, Esq., at the Ann Brennan Law Offices, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ann Brennan may be reached at: Ann Brennan, Esq. Ann Brennan Law Offices 800 Hingham Street, Suite 200N Rockland, MA 02370 Tel: (718) 878-6900 Fax: (866) 739-0168 About 10 Homestead Avenue 10 Homestead Avenue's principal assets are located at 10 Homestead Avenue Quincy, MA 02169. Landing at Braintree's principal assets are located at Units 125-139B, Commercial Street Braintree, MA 02184. 10 Homestead Avenue, LLC, and its affiliate Landing at Braintree, LLC filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr. D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the petitions signed by William T. Barry, manager, the Debtors estimated $1 million to $10 million in assets and liabilities. Judge Frank J. Bailey presides over Case No. 18-14158 while the Hon. Christopher J. Panos presides over Case No. 18-14159. The Ann Brennan Law Offices serves as the Debtors' counsel. 7202 LLC: Hires Petroff Amshen LLP as Counsel --------------------------------------------- 7202, LLC, seeks authority from the United States Bankruptcy Court for the Eastern District of New York (Brooklyn) to hire Petroff Amshen LLP as counsel. The Debtor requires Petroff Amshen to: (a) analyse the Debtor's financial situation, and rendering advice to the Debtor in determining whether to file a petition in bankruptcy; (b) prepare and file of any petition, schedules, statement of affairs, disclosure statement and plan which may be required; (c) counsel the Debtor with regard to the Debtor's rights and obligations as a Debtor in Possession; (d) represent the Debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof; (e) assist the Debtor in administering Debtor's Chapter 11 case; (f) make such motions or taking such action as may be appropriate or necessary under the Bankruptcy Code; (g) take such steps as may be necessary for Debtor to marshal and protect the estate's assets; (h) negotiate with Debtor's creditors in formulating a plan of reorganization for Debtor in this case; (i) draft and prosecute of the confirmation of Debtor's plan of reorganization in this case; (j) render such additional services as Debtor may require in this case. Petroff Amshen's fees range from $150.00 per hour for clerks' and paraprofessionals' time, and $375.00 per hour for attorneys' time. Steven Amshen, Esq., partner with Petroff Amshen LLP, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14), as modified by section 1107(b), of the Bankruptcy Code. The counsel can be reached through: Steven Amshen, Esq. PETROFF AMSHEN, LLP 1795 Coney Island Ave, 3rd Floor Brooklyn, NY 11230 Tel: (718) 336-4200 Fax: 718-336-4242 E-mail: bankruptcy@lawpetroff.com About 7202, LLC 7202, LLC is a privately held lessor of real estate headquartered in Brooklyn, New York. 7202, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-46619) on November 14, 2018. In the petition signed by Moshe Feller, principal, the Debtor estimates $1 million to $10 million in both assets and liabilities. Steven Amshen, Esq. at Petroff Amshen, LLP represents the Debtor as counsel. 900 RETAIL: Case Summary & 2 Unsecured Creditors ------------------------------------------------ Debtor: 900 Retail 101, LLC 900 Biscayne Blvd. R-105 Miami, FL 33132 Business Description: 900 Retail 101, LLC is a privately held real estate lessor that owns in fee simple a property located at 900 Biscyane Blvd Unit R-101, Miami, FL 33132, with an appraised value of $5.91 million. Chapter 11 Petition Date: November 30, 2018 Court: United States Bankruptcy Court Southern District of Florida (Miami) Case No.: 18-25049 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Adam I. Skolnik, Esq. LAW OFFICE OF ADAM I. SKOLNIK, P.A. 1761 W Hillsboro Blvd. #201 Deerfield Beach, FL 33442 Tel: (561) 265-1120 Fax: 561-265-1828 E-mail: askolnik@skolniklawpa.com Total Assets: $5,916,011 Total Liabilities: $4,318,368 The petition was signed by Jose Pena, director. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-25049.pdf ADVANCED MICRO: Egan-Jones Lowers Senior Unsecured Ratings to B --------------------------------------------------------------- Egan-Jones Ratings Company, on November 20, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Advanced Micro Devices Incorporated to B from A3. Advanced Micro Devices, Inc. is an American multinational semiconductor company based in Santa Clara, California, that develops computer processors and related technologies for business and consumer markets. ADVANCED SPORTS: Has Interim Order to Conduct Store Closing Sales ----------------------------------------------------------------- Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized Advanced Sports Enterprises, Inc. and its debtor-affiliates, on an interim basis, to (i) operate under their Store Closing Agreement dated as of Oct. 31, 2018, with Gordon Brothers Retail Partners, LLC; (ii) continue to operate "store closing" or other mutually agreed upon themed sales in accordance with the terms of the Store Closing Agreement and store closing sale guidelines; and (iii) conduct Store Closing Sales in any additional closing stores from time to time designated by them. The sale will be free and clear of all Encumbrances. Notwithstanding Bankruptcy Rule 6004(h), the Interim Order will take effect immediately upon its entry. The Debtors are authorized to operate under the Store Closing Agreement on an interim basis pending entry of a final order. On an interim basis, the Debtors are authorized to act and perform in accordance with the terms of the Store Closing Agreement, including, making all payments of fees and expenses required by the Store Closing Agreement to Gordon Brothers without the need for any application of Gordon Brothers or a further order of the Court. Subject to the restrictions set forth in this Interim Order and the Sale Guidelines, the Debtors and Gordon Brothers are authorized on an interim basis to take any and all actions as may be necessary or desirable to implement the Store Closing Agreement and the Store Closing Sales. The Debtors are authorized, on an interim basis pending the Final Hearing, to immediately continue and conduct Store Closing Sales at the Stores (and, if applicable, Additional Stores) in accordance with the Interim Order, the Sale Guidelines, the Store Closing Agreement and any Side Letter. The Sale Guidelines are approved in their entirety on an interim basis. The Debtors are authorized to discontinue operations at the Stores (and, if applicable, Additional Stores) in accordance with the Interim Order and the Sale Guidelines. Subject to entry of the Final Order, all entities that are presently in possession of some or all of the Merchandise or Offered FF&E in which the Debtors hold an interest that is or may be subject to the Store Closing Agreement are directed to surrender possession of such Merchandise or Offered FF&E to the Debtors or Gordon Brothers. Subject to the provisions described, neither the Debtors nor Gordon Brothers nor any of their officers, employees, or agents will be required to obtain the approval of any third party, including (without limitation) any Governmental Unit or landlord, to conduct the Store Closing Sales and to take the related actions authorized. All newspapers and other advertising media in which the Store Closing Sales may be advertised and all landlords are directed to accept the Interim Order as binding authority so as to authorize the Debtors and Gordon Brothers to conduct the Store Closing Sales and the sale of Merchandise and Offered FF&E pursuant to the Store Closing Agreement. Except as expressly provided in the Store Closing Agreement, the sale of the Merchandise and Offered FF&E will be conducted by the Debtors and Gordon Brothers notwithstanding any restrictive provision of any lease, sublease or other agreement relative to occupancy affecting or purporting to restrict the conduct of the Store Closing Sales, the rejection of leases, abandonment of assets, or "going dark" provisions. To the extent authorized by an Order entered by the Court on Debtors' Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to Maintain and Administer Their Existing Customer Programs and Honor Certain Prepetition Obligations Related Thereto and (II) Granting Related Relief filed on the Petition Date, Gordon Brothers will accept the Debtors' validly-issued gift certificates and gift cards that were issued by the Debtors prior to the Sale Commencement Date in accordance with the Debtors' gift certificate and gift card policies and procedures, as such policies and procedures existed on the Petition Date, and accept returns of merchandise sold by the Debtors prior to the Sale Commencement Date. All sales of Sale Assets will be "as is" and final. Pursuant to section 363(f) of the Bankruptcy Code, Gordon Brothers, on behalf of the Debtors, is authorized to sell, and all sales of Merchandise or Offered FF&E pursuant to the Store Closing Sales, whether by Gordon Brothers or the Debtors, will be free and clear of any and all Encumbrances. To the extent that the Debtors propose to sell or abandon Offered FF&E which may contain personal and/or confidential information about the Debtors' employees and/or customers, the Debtors will remove the Confidential Information from such items of Offered FF&E before such sale or abandonment. The Debtors and/or Gordon Brothers are authorized and empowered to transfer Merchandise and Offered FF&E among the Stores. Gordon Brothers is authorized to sell the Debtors' Offered FF&E and abandon the same, in each case, as provided for and in accordance with the terms of the Store Closing Agreement. To the extent that the sale of Merchandise or Offered FF&E is subject to any federal, state or local statute, ordinance, or rule, or licensing requirement directed at regulating "going out of business," "store closing," similar inventory liquidation sales, or bulk sale laws, the dispute resolution procedures in the Interim Order will apply. Within three business days of entry of the Interim Order, the Debtors will serve copies of the Order, the Store Closing Agreement and the Sale Guidelines, upon all interested parties. If the Debtors determine that Store Closing Sales should commence at Additional Stores owned by the Debtors, then the Debtors and Gordon Brothers will (a) enter into an amendment to the Store Closing Agreement which identifies the Additional Stores, the expense budget for such stores, and the start date and end date of the Store Closing Sales at such Additional Stores, and which Amendment will include any corresponding adjustments to the Aggregate Recovery Percentage and/or Incentive Fee under the Store Closing Agreement as mutually agreed by the Debtors and Gordon Brothers; (b) file the Amendment with the Court; and (c) serve a notice of their intent to conduct Store Closing Sales at such Additional Stores, along with a copy of the Amendment, on the applicable landlords and the Master Service List by email (to the extent available to the Debtors) or overnight mail. Any objection to the terms of the Amendment or the Store Closing Sales at the Additional Stores will be filed with the Court within 10 days after service of the Notice. Subject to the cash collateral budget entered in connection with these chapter 11 cases, Gordon Brothers will be paid its consulting fees and expense reimbursement at the times and in the amounts set forth in the Store Closing Agreement. On Nov. 27, 2018, at 9:30 a.m. (PET), a further hearing on the Motion will be held before the Court to consider the relief requested in the Motion, on an interim or final basis. All objections, if any, must be filed by Nov. 26, 2018 at 5:00 p.m. (PET). A copy of the Store Closing Agreement and the Sale Guidelines attached to the Order is available for free at: http://bankrupt.com/misc/Advanced_Sports_89_Order.pdf About Advanced Sports Enterprises Advanced Sports Enterprises, Inc. designs, manufactures and sells bicycles and related goods and accessories. Advanced Sports, Inc. is a wholesale seller of bicycles and accessories. ASI owns the following bicycle brands and is responsible for their design manufacture and worldwide distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday. Performance Direct, Inc. designs, manufactures and sells bicycles and related goods and accessories and operates a national distribution of these goods under the Performance Bicycle brand through an internet website business via the URL www.performancebike.com. Bitech, Inc. operates 104 retail stores across 20 states under the Performance Bicycle brand related to the sale of bicycles and related good and accessories. The businesses of Performance and Bitech operate in conjunction with each other and they share a number of services and a distribution warehouse. Nashbar Direct, Inc. designs, manufactures and sells bicycles and related goods and accessories under the Bike Nashbar brand through an internet website business via the URL www.bikenashbar.com. The businesses of Nashbar also operate in conjunction with Performance and share services and a distribution warehouse. Advanced Sports Enterprises and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-80856) on Nov. 16, 2018. Advanced Sports Enterprises estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million while Advanced Sports, Inc., estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases have been assigned to Judge Benjamin A. Kahn. The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as their bankruptcy counsel; D.A. Davison & Co. as investment banker; Clear Thinking Group LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. ALVEERU INC: Involuntary Chapter 11 Case Summary ------------------------------------------------ Alleged Debtor: Alveeru Inc. 337 Avenue O Brooklyn, NY 11230 Business Description: Alveeru Inc. is a privately held company in Brooklyn, New York. Involuntary Chapter 11 Petition Date: November 29, 2018 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case Number: 18-46844 Judge: Hon. Nancy Hershey Lord Petitioners' Counsel: Pro Se List of Petitioners: Name Nature of Claim Claim Amount ---- --------------- ------------ NY Corporate Solutions Inc Business Debt, $265,000 3637 E Atlantic Blvd Plus Interest Pompano Beach, Fl 33062 Eli Kass Loan Plus Interest $26,500 3637 E Atlantic Blvd Pompano Beach, FL 33062 A full-text copy of the Involuntary Chapter 11 Petition is available for free at: http://bankrupt.com/misc/nyeb18-46844.pdf AMERICAN AIRLINES: Fitch Affirms BB- LT IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer-Default Rating (IDR) for American Airlines Group Inc. at 'BB-'. The ratings also apply to American's primary operating subsidiary, American Airlines, Inc. Fitch has also taken various rating actions on American's EETCs as described at the end of this release. The rating affirmation is primarily driven by expectations for improving margins and leverage beginning in 2019 and materially positive FCF generation by 2020. However, some of American's credit metrics are currently weak for the 'BB-' rating, leaving the company's rating exposed to a demand downturn or cost spike. Credit metrics have been pressured by materially higher fuel costs, weak operating margin performance compared to peers and high debt balances. Fitch expects American's total adjusted debt/EBITDAR to end the year at around 5.4x, up from 4.9x at YE 2017, which is outside of Fitch's leverage sensitivity (4.5x) for a negative rating action. Although Fitch expects credit metrics to improve over the next several years, that improvement is contingent upon continued healthy demand for air travel and the absence of either future spikes in fuel prices or other exogenous shocks. There is little cushion in the current credit profile, and failure to improve margins and leverage in 2019 would likely lead to a negative rating action. Supporting factors for the 'BB-' rating include American's market position as the largest airline in the U.S., its dominant position in key hubs, and its sizeable liquidity balance. The rating is also supported by prospects for an improving leverage profile once American gets past the bulk of its re-fleeting efforts. KEY RATING DRIVERS Margins Decline in 2018, Rebound Thereafter: Fitch expects American to generate an EBIT margin of around 8% in 2018, down from 11.6% in 2017 and a peak of nearly 18% in 2015. Operating margins should rebound beginning in 2019 as various revenue initiatives take hold, and if American continues to execute on its cost control efforts. American is publicly targeting $990 million in additional revenue in 2019 from items such as fleet reconfiguration, growth in its basic and premium economy products, and changes to its route network. Revenue growth is also supported by steadily rising demand for both domestic and international travel. Cost pressures are more manageable than they were in prior years as American focuses on efficiency initiatives through its 'one airline' project. Although certain labor contracts become amendable in 2019 and 2020, Fitch does not expect pay rates to increase to the same extent that they did following the merger. As such, Fitch's forecast incorporates EBIT margins that grow by several hundred basis points over the next few years. However, failure to execute on revenue and cost initiatives, leading American to underperform Fitch's base case expectations would likely lead to a negative rating action. Operating margins are sensitive to jet fuel prices. Fitch's base case forecast is conservative and incorporates average jet fuel prices of $2.30/gallon in 2019, which does not reflect the recent drop in crude oil prices. Should fuel prices remain near current levels, American could generate more meaningful margin improvement in 2019. High Levels of Debt: American's high debt balance is putting material pressure on the rating. On-balance sheet debt started to decline this year from peak levels at YE 2017. Fitch expects debt to decline materially beginning in 2020 once aircraft deliveries slow, but the company will remain highly leveraged through the intermediate term. American raised significant amounts of debt to finance the fleet renewal efforts undertaken following the merger with US Airways while simultaneously returning a significant amount of cash to shareholders. At Sept. 30, 2018, American's total debt and capital leases stood at approximately $25 billion, more than the total debt for United and Delta combined. Concerns about American's debt levels are partially offset by the company's commitment to maintaining a sizeable liquidity balance of at least $7 billion, including revolver availability, and by the finance-ability of its aircraft capital commitments which allows CFO to be directed to other obligations. High levels of capital spending in recent years have also brought benefits in such as a low average fleet age which leads to better operational reliability, lower maintenance costs and upgauging benefits. Cash Deployment and Capital Structure Remain Key Rating Negatives: American has pursued a more aggressive financial policy than many of its peers, leading to above average leverage, and the likelihood that credit metrics would deteriorate quickly in a downturn. Capital deployment is one of the main differentiators between the ratings of American and its main competitors. American suspended share repurchases in the third quarter of 2018 in an effort to remain above its minimum liquidity target, marking the first quarter since 2014 that the company has not bought back any stock. Fitch views the company's commitment to that target as a positive. Still, American repurchased $800 million in shares in the first half of the year, representing a sizeable amount of cash that could have been used in more creditor-friendly ways. Over the past five years, American spent nearly $13 billion on share repurchases and dividends, while also increasing debt by $7.9 billion. This occurred during a period in which American had negative FCF of $4 billion. Unit Cost Trajectory is a Positive: Unit cost growth has slowed in 2018 and the company maintains a goal of achieving average non-fuel cost per available seat mile excluding special items (CASM) growth of 2% or below from 2018-2020. Controlling non-fuel unit costs is a key element if credit metrics are to improve particularly in an environment of higher fuel costs and salaries and wages that are much higher on a per ASM basis than they were the last time that jet fuel was at current levels. Fitch views American's target as achievable as it has laid out various meaningful initiatives such as combining flight attendant crews onto a single scheduling system, upgauging aircraft, in-sourcing some regional flying, etc. Ex-fuel CASM was up by 2% through the first nine months of the year. American absorbed significant cost increases between 2015-2017 after achieving new contracts with its unions in late 2014/early 2015 and then granting mid-contract pay increases in 2017. Integration costs related to the 2013 purchase of US Airways have also represented a headwind, which is now largely in the past. American's CASM -ex-fuel was up by 3.9% in 2015, 4.8% in 2016 and 5.6% in 2017. FCF to Improve as Capital Spending Moderates: Fitch expects lower capital spending to drive material improvements in FCF starting in 2020. Fitch previously expected FCF to turn positive in 2018, but higher fuel expenses have presented a material headwind. For 2019, capital spending will be higher than previously anticipated largely due to fleet orders that American executed earlier this year for regional jet deliveries. American now expects to take delivery of 73 aircraft in 2019 up from 52 aircraft that were on order as of the end of the year. While FCF generation will be weak in the near term, aircraft deferrals and the cancellation of American's A350 orders will push capital spending materially lower starting in 2020 and for several years thereafter. Positive FCF, fewer debt funded aircraft deliveries and the amortization of American's existing debt obligations should allow the company to de-lever its balance sheet in a more material way beginning in 2020. EETC Rating Actions: Fitch has upgraded American's 2014-1 and (former US Airways) 2013-1 class B certificates. The 2014-1 upgrade is primarily based on a review of recovery prospects following the publication of Fitch's revised EETC rating criteria. The updated criteria include a lower threshold that class B certificates must pass to achieve a one-notch rating uplift for solid recovery prospects (previously 115%, now 91%). The 2014-1 B certificates are expected to remain well above 91% recovery in a stress scenario throughout the life of the transaction. The 2013-1 upgrade was based on a reassessment of the affirmation factor for this pool of aircraft. Fitch previously assigned a moderate affirmation factor (+1 notch) to this transaction due to the uncertain nature of the A330-200s in American's widebody fleet. Following American's widebody fleet order book changes earlier this year, Fitch has reassessed the affirmation factor to high (+2 notches) as Fitch believes that the A330s will play a prominent role in the fleet for at least the intermediate term. Fitch notches subordinate EETC ratings up from the underlying corporate rating based on three factors, 1) affirmation (0-2), liquidity facility (+1), and recovery (0-1). Fitch has affirmed all other outstanding American Airlines EETC ratings. Senior tranche affirmations are supported by levels of overcollateralization that continue to allow the transactions to pass Fitch's 'A' or 'AA' level stress scenarios, depending on the transaction. In general, stress scenario LTVs for American's class AA and A certificates are roughly in line with or in some cases slightly improved from where they were a year ago. Loan-to-value trends are primarily based on moderate asset depreciation for most collateral types in American's EETCs and principal amortization. American's EETC portfolio has large exposures to Airbus A321s (particularly the US Airways 2012-1, 2012-2 and 2013-1 deals), 777-300ERs (2015-1 and 2014-1), and 737-800s (various transactions). 737-800 values have been fairly stable over the past year, depreciated by roughly 5% for most recent vintages. Both the 777-300ER and A321-200 saw depreciation of roughly 6%-7% depending on the vintage. Fitch generally assumes an annual depreciation rate of 5%/year for tier 1 assets. Other aircraft in American's portfolios like the 787-9 and A320-200 saw modest value declines of less than 5%. Modest aircraft value declines combined with principal amortization have left most American EETCs with modest amounts of headroom within Fitch's stress scenarios. American 2013-1 (A-), which Fitch previously called out for a potential negative rating action, saw its LTVs improve modestly year-over-year, though it still only maintains a small amount of headroom within Fitch's 'A' level stress test, meaning that the ratings are still sensitive to moves in aircraft values (777-300ERs and 737-800). The affirmations of the other subordinated tranches were based on the affirmation of American's corporate rating and on Fitch's unchanged opinion of the likelihood of affirmation and recovery prospects for these pools of aircraft. Fitch recently placed several subordinated tranches Under Criteria Observation following the publication of a revised EETC criteria report. The UCO designation for all sub-tranches has been removed. DERIVATION SUMMARY American is rated lower than its major network competitors, Delta (BBB-/Stable), and United (BB/Stable) primarily due to the company's more aggressive financial policies. American's debt balance has increased substantially since its exit from bankruptcy and merger with US Airways in 2013 as it has spent heavily on renewing its fleet and on share repurchases. As such, American's adjusted leverage metrics are at the high end of its peer group. The risk of maintaining a high debt balance is partially offset by American's substantial cash position. At Sept. 30, 2018, American had a cash and short-term investments balance of $4.9 billion and full availability under its $2.5 billion in revolving credit facilities. Total liquidity was just over $7 billion for United and $4.4 billion for Delta. American's ratings are also supported by the breadth and depth of its route network, its position as the largest airline in the world (as measured by available seat miles) and by strong financial results since its merger with US Airways. American's ratings are in line with Air Canada's (AC), though Fitch's maintains a Positive Outlook on Air Canada. AC's key credit metrics are stronger than American's, though its ratings incorporate the fact that it is a smaller competitor than American. EETC Derivation: The 'AA' rating on various senior certificates is in line with Fitch's ratings on recent senior classes of EETCs issued by Spirit and United. Fitch believes that these transactions compares well to recent precedents that are rated at 'AA', with LTVs and collateral pools that are similar or better than peers. The collateral pools are considered stronger than some United Airlines and Spirit Airlines transactions due to diversity. Similar arguments hold true for various 'A' rated class A certificates. Subordinated tranches are notched up from the underlying airline Issuer Default Rating (IDR). Most class B certificates receive either three or four notches of uplift with some variation depending on the likelihood of affirmation of a specific pool of aircraft or differences in recovery prospects. Notching for American's class B certificates is generally in line with other class B certificates issued by other 'BB' category airline as most recent EETCs have featured modern aircraft that are essential to the airlines' fleet and receive 'high' affirmation factor notching. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Capacity growth of just over 2% in 2018 followed by low-single-digit annual capacity growth thereafter; -- Continued moderate economic growth for the U.S. over the near term, translating to stable demand for air travel; -- Jet fuel prices equating to around $75/barrel on average for though 2020; -- Low-single-digit RASM growth in each year through 2020; -- Unit cost growth beyond below 2% annually, in line with management's public forecasts; -- Annual share repurchases are assumed to be sized in such a way to keep liquidity above AAL's target of $7 billion. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Adjusted debt/EBITDAR sustained below 4x; -- FFO fixed charge coverage sustained around 3x; -- FCF generation above Fitch's base case expectations; -- Moderating policies toward financial leverage and shareholder-friendly cash deployment. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Adjusted debt/EBITDAR sustained above 4.5x; -- EBITDAR margins deteriorating into the low double-digit range; -- Shareholder-focused cash deployment at the expense of a healthy balance sheet; -- Liquidity sustained below 15% of LTM revenue. LIQUIDITY Sufficient Liquidity: As of Sept. 30, 2018, AAL had a total unrestricted cash and short-term investments balance of $4.9 billion plus $2.5 billion in undrawn revolver capacity, equal to 17% of LTM revenue. AAL' longer-term liquidity target is around $7 billion including its revolver capacity. Fitch views American's liquidity as sufficient for the rating, given expected cash flow generation and declining capital commitments. However, the company has significant annual debt maturities, including $3.2 billion in 2019. Pension contributions also become more material in 2019, which puts pressure on FCF. EETCs: class AA, A, and B certificates in American's EETC transactions feature 18 month liquidity facilities, which cover interest payments in the event of a non-payment by American. FULL LIST OF RATING ACTIONS Fitch has affirmed the corporate ratings for American Airlines as follows: American Airlines Group Inc. -- Long-Term IDR at 'BB-'; -- Senior unsecured notes at 'BB-'/'RR4'. American Airlines, Inc. -- Long-Term IDR at 'BB-'; -- Senior secured credit facilities at 'BB+'/'RR1'. -- Series 2016 revenue bonds issued by the New York Transportation Development Corporation at 'BB'. Fitch has upgraded American Airlines EETC Ratings as follows: American Airlines Pass Through Trust Certificates, Series 2014-1 -- Class B certificates to 'BBB' from 'BBB-', UCO status removed. US Airways 2013-1 Pass Through Trust -- Class B certificates to 'BBB' from 'BBB-'. Fitch has affirmed American Airlines EETC Ratings as follows: American Airlines 2017-2 pass-through trust: -- Series 2017-2 class AA certificates at 'AA'; -- Series 2017-2 class A certificates at 'A'; -- Series 2017-2 class B certificates at 'BBB'. American Airlines 2017-1 pass-through trust: -- Series 2017-1 class AA certificates at 'AA'; -- Series 2017-1 class A certificates at 'A'; -- Series 2017-1 class B certificates at 'BBB'. American Airlines Pass Through Trust Certificates, Series 2015-1 -- Class A certificates at 'A'; -- Class B certificates at 'BBB-', UCO status removed. American Airlines Pass Through Trust Certificates, Series 2014-1 -- Class A certificates at 'A'. American Airlines Pass Through Trust Certificates, Series 2013-2 -- Class A certificates at 'BBB'; -- Class B certificates at 'BB+', UCO status removed. American Airlines Pass Through Trust Certificates, Series 2013-1 -- Class A certificates at 'A-'; -- Class B certificates at 'BB+'; UCO status removed. US Airways 2013-1 Pass Through Trust -- Class A certificates at 'A'. US Airways 2012-2 Pass Through Trust -- Class A certificates at 'A'; -- Class B certificates at 'BBB'; -- Class C certificates at 'BB', UCO status removed. US Airways 2012-1 Pass Through Trust -- Class A certificates at 'A'; -- Class B certificates at 'BBB-'. AMERICAN CENTER: Taps Lourdes Ledon as Special Counsel ------------------------------------------------------ American Center for Civil Justice, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to expand the scope of the retention Lourdes I. Morera Ledon, as special counsel. Ms. Ledon represents the Debtor in a case entitled Lourdes Domenech Guzman et al. v. Gilberto Guzman Ramos et al. (Civil No. DAC2010-3790), which is pending before the Puerto Rico Court of First Instance, Superior Division of Bayamon. The Debtor seeks to expand the scope of the retention. Joshua Ambush has filed a claim that is based in part on alleged violations of a settlement agreement. The allegations of Ambush are that the Debtor violated the settlement agreement by opposing a motion to intervene filed by Ambush in the Domenech Case, and by filing other pleadings in that case. The Debtor has filed an adversary proceeding to expunge the Ambush Claim and to recover damages from Ambush for his violations of the Settlement Agreement. As special counsel, Lourdes I. Morera Ledon will assist the Debtor's counsel in the Ambush Adversary Proceeding to establish the extent and validity of the Ambush Claim and pursue recovery from Ambush of damages for his violation of the settlement agreement. Hourly rates charged by the counsel: Lourdes I. Morera Ledon $ 250.00 Paralegals $ 75.00 Lourdes I. Morera Ledon attests that she does not represent or hold any interest adverse to the debtor or the estate with respect to the matter for which he/she will be retained under 11 U.S.C. Sec. 327(e). The counsel can be reached through: Lourdes I. Morera Ledon 2900 Carr. 834 Villa Mercedes Buzon 4025 Guaynabo, PR 00971 About American Center for Civil Justice American Center for Civil Justice, Inc., is a tax-exempt organization that provides legal services. The organization defends human and civil rights by advocating and aiding lawsuits by victims of oppression, acts of violence and other injustices. American Center for Civil Justice filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 18-15691) on March 23, 2018. In the petition signed by Elie Perr, president, the company estimated $10 million to $50 million in assets and liabilities. The Honorable Christine M. Gravelle presides over the case. Timothy P. Neumann, Esq. , of Broege, Neumann, Fischer & Shaver LLC is the Debtors' counsel. AMERICAN SAMOA: Moody's Rate $50MM 2018 Bonds Ba3, Outlook Negative ------------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to the Territory of American Samoa's planned offering of $50 million General Revenue Bonds, Series 2018. Concurrently, Moody's has affirmed the Ba3 assigned to its outstanding general revenue bonds. Following the issuance of the Series 2018, the territory will have $123.8 million general revenue bonds outstanding. The outlook is negative. RATINGS RATIONALE The Ba3 ratings reflect American Samoa's status as a US territory which receives substantial operating and capital assistance from the federal government. The rating also factors in the territory's small and volatile economy; low income levels; significant long-term liabilities; improving, but weak financial position; and financial management challenges. Additionally, the rating incorporates risks associated with operating a government-owned charter bank. RATING OUTLOOK The negative outlook reflects the fiscal challenges facing American Samoa as a result of stagnant revenues and the need to improve the funding of its' retirement system and service an increased debt burden. FACTORS THAT COULD LEAD TO AN UPGRADE - Diversification and growth of economy - Substantial improvement in financial management and financial position FACTORS THAT COULD LEAD TO A DOWNGRADE - Weakening of financial position - Economic deterioration - Reduction of US federal support - Failure to improve funding of the territory's retirement system LEGAL SECURITY The general revenue bonds are backed by the full faith and credit of the territory. They are additionally secured by a pledge of specific revenues. As defined by the bond indenture, the revenues are comprised of personal income taxes, corporate income taxes, and certain excise taxes that include a tax on imported beer, malt extract, alcoholic beverages, motor vehicles, and others. The pledge of tax revenues is subject to the prior deduction of certain legislative earmarks. These pledged taxes are collected by the territory and transferred to the trustee on the 15th of each month on a one-sixth, one-twelfth basis. Additional bonds may be issued subject to a 4.0 times test based on historical revenues and average annual debt service. The bonds have a standard debt service reserve fund. Fiscal 2017 revenues provide 4.2 times coverage of peak debt service following the issuance of the Series 2018 bonds. USE OF PROCEEDS Proceeds of the Series 2018 bonds will be used to fund construction of a new building for the territory's legislature and to fund the cost of a connection to and capacity on the Hawaiki broadband cable which will provide the territory with high speed connection the internet. PROFILE American Samoa is a chain of seven small islands in the Pacific Ocean about 2,700 miles southwest of Hawaii and 2,300 miles northeast of New Zealand, that became a US territory in 1900. The territory is self-governing under a 1966 constitution. The economy is concentrated in government and tuna packing. The population is 58,700. METHODOLOGY The principal methodology used in these ratings was US States and Territories published in April 2018. AQUAMARINA II: Feb. 7 Auction of Freeport Real Property Set ----------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York authorized Aquamarina II, LLC's Terms and Conditions of Sale in connection with the auction sale of the real property located at 55 Hudson Avenue, Freeport, New York, designated as Section 62, Block 93 and Lots 798-817. Pursuant to Bankruptcy Rules 2002 and 6004, on Nov. 30, 2018, the Debtor will serve a copy of the Terms and Conditions of Sale, the Auction Notice, together with a copy of the Order, upon all interested parties. A hearing will be held as soon as practicable following the Auction, to confirm the sale of the Property to the Successful Purchaser and/or Second Highest Bidder from the Auction. The Debtor, in consultation with Maltz, may modify the Terms and Conditions of Sale and/or adopt such other rules for the bidding process to promote the goals of the bidding process. In order to be permitted to bid on the Property, prior to the commencement of the Auction, each prospective bidder must deliver to Maltz, made payable to "LaMonica Herbst & Maniscalco, LLP, As Attorneys," a deposit in the amount of $75,000. The Auction will be held on or about Feb. 7, 2019, but not later than Feb. 14, 2019, at a place and time to be announced on Maltz's website at www.MaltzAuctions.com on not less than 24 days' notice, with 24 days' notice to be sent to all creditors (including lien holders) and notice of appearance parties. The Successful Purchaser must close title to the Property at a date that is no more than 45 days after the Court Approval Date. The closing will take place at the offices of LaMonica Herbst & Maniscalco, LLP, with offices at 3305 Jerusalem Avenue, Suite 201, Wantagh, NY 11793. If any Successful Purchaser and/or Second Highest Bidder will fail to fully comply with the Terms and Conditions of Sale, or upon the failure to consummate a sale of the Property because of a breach or failure on the part of the Successful Purchaser and/or Second Highest Bidder with respect to the Property, the Debtor is authorized to, and shall, retain the Qualifying Deposit and/or the Deposit, as the case may be, as liquidated damages, and the Second Highest Bidder, will be deemed the Successful Purchaser and will consummate the sale of the Property without further Order of the Court, or if no Second Higher Bidder exists, then, in such event, the Debtor may seek to sell the Property upon notice and a hearing to any other interested purchaser. The stay provided for in Bankruptcy Rule 6004(h) is waived, and the Order will be effective immediately upon its entry. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Aquamarina_II_52_Order.pdf About Aquamarina II Aquamarina II, LLC, is a limited liability corporation formed in New York in May 2007. It owns a real property located at 55 Hudson Avenue, Freeport, New York. Aquamarina II sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-73825) on June 4, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. Judge Robert E. Grossman presides over the case. The Debtor tapped LaMonica Herbst & Maniscalco, LLP as its legal counsel. ARGOS THERAPEUTICS: Case Summary & 5 Unsecured Creditors -------------------------------------------------------- Debtor: Argos Therapeutics, Inc. aka Merix Bioscience, Inc. 4233 Technology Drive Durham, NC 27704 Business Description: Argos Therapeutics, Inc. -- http://www.argostherapeutics.com/-- is an immuno-oncology company focused on the development and commercialization of individualized immunotherapies for the treatment of cancer and infectious diseases using its Arcelis technology platform. Argos is developing an Arcelis-based product candidate, AGS-004, for the treatment of human immunodeficiency virus (HIV), which is currently being evaluated in an investigator-initiated Phase 2 clinical trial aimed at HIV eradication in adult patients. Funding for the development of AGS-004 has been provided by the National Institutes of Health, the National Institute of Allergy and Infectious Diseases, and the Collaboratory of Research for AIDS Eradication. Chapter 11 Petition Date: November 30, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 18-12714 Judge: Hon. Kevin J. Carey Debtor's Counsel: Matthew B. McGuire, Esq. LANDIS RATH & COBB LLP P.O. Box 2087 919 Market Street, Suite 1800 Wilmington, DE 19899 Tel: 302-467-4400 Fax: 302-467-4450 E-mail: mcguire@lrclaw.com landis@lrclaw.com - and - Matthew R Pierce, Esq. LANDIS RATH & COBB LLP P.O. Box 2087 919 Market Street, Suite 1800 Wilmington, DE 19899 Tel: 302-467-4400 x452 Fax: 302-467-4450 E-mail: Pierce@lrclaw.com Debtor's Special Corporate Counsel: WILMER CUTLER PICKERING HALE AND DORR LLP Debtor's Investment Banker: SSG ADVISORS, LLC Debtor's Restructuring Advisor: Matthew Foster SONORAN CAPITAL ADVISORS, LLC Total Assets: $10,880,900 Total Debts: $23,453,779 The petition was signed by Matthew Foster, chief restructuring officer. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/deb18-12714.pdf AUTORAMA ENTERPRISES: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Autorama Enterprises Inc. fka Autorama Enterprises of Bronx, Inc. 935 Garrison Avenue Bronx, NY 10474 Business Description: Autorama Enterprises Inc. is a dealer of used car automobiles headquartered in Bronx, New York. The Company also provides towing and auto repair services. Autorama previously sought bankruptcy protection on Jan. 11, 2017 (Bankr. S.D.N.Y. Case No. 17- 40009). The prior case was dismissed on March 8, 2017. Chapter 11 Petition Date: November 28, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 18-13837 Judge: Hon. Stuart M. Bernstein Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 Email: amg@robinsonbrog.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Daniel Powers, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-13837.pdf BAMC DEVELOPMENT: Hires W. Bart Meacham as Special Counsel ---------------------------------------------------------- BAMC Development Holding, LLC, seeks authority from U.S. Bankruptcy Court for the Middle District of Florida to hire W. Bart Meacham to represent and assist the Debtor as special counsel. The Debtor seeks to retain Meacham as special counsel for the sole purpose of representing the Debtor in all state court proceedings, including a pending appeal, of the action styled BIEL LOANCO III-A, LLC, v. BAMC Development Holding LLC, et al., Case No. 10-CA019599 (Div. L)), pending in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. Thomas Ortiz, the Debtor's manager and a principal, has agreed to pay Meacham's fees on behalf of the Debtor. Mr. Ortiz's interests are aligned with those of the Debtor pursuant to his relationship to the Debtor. Meacham does not represent or hold any interest adverse to the Debtor or to the estate with respect to the matter on which he is to be employed, as disclosed in the Court filing. The counsel can be reached at: W. Bart Meacham, Esq. 304 S. Plant Ave. Tampa, FL 33606- 2326 Phone: (813) 254-0300 Fax: (813) 254-2226 About BAMC Development Holding BAMC Development Holding, LLC is a privately-held company in Tampa, Florida, engaged in activities related to real estate. It is the fee simple owner of a property located at 201 S. Howard Avenue, Tampa, Florida, which is valued by the Debtor at $1.1 million. BAMC Development Holding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-06643) on Aug. 9, 2018. The Debtor previously sought bankruptcy protection (Bankr. M.D. Fla. Case No. 16-05643) on June 30, 2016. In the petition signed by Thomas Ortiz, managing member, the Debtor disclosed $1,135,645 in assets and $26,507,460 in liabilities. The Debtor tapped the Office of Leon A. Williamson, Jr., P.A. as its legal counsel. BILLY MOORE: $15K Sale of Biloxi Property to Jordan Approved ------------------------------------------------------------ Judge Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Billy R. Moore's sale of the real property located at 8017 El Dorado Avenue, Biloxi, Mississippi to Lila Jean Jordan for $15,000. A hearing on the Motion was held on Nov. 28, 2018. The sale is free and clear of all liens, claims and interests. Upon closing, the sales proceeds will be placed in an interest bearing escrow account by counsel for the Debtor, with the funds to be disbursed only upon further order, after notice and a hearing. The response filed by the UST is resolved by the agreement of the parties that the sales proceeds will be placed in the interest bearing, escrow account described. The Debtor will report on any activity in the interest bearing escrow account in its monthly operating reports ("MORs"), and a bank statement for the interest bearing escrow account will be filed with each of the Debtor's MORs. Pursuant to Fed. R. Bankr. P. 6004(t)(l), within seven days after the sale closes, the Debtor will file with the Court a Report of Sale and attach a copy of the bill of sale. The Order is a final judgment as contemplated by the applicable Bankruptcy Rules. Billy R. Moore sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 18-51426) on July 23, 2018. The Debtor tapped Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC, as counsel. BIOSCRIP INC: Gabelli Funds Has 6.3% Stake as of Nov. 26 -------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities or individuals reported beneficial ownership of shares of common stock of Bioscrip, Inc. as of Nov. 26, 2018: Shares Percentage of Beneficially Outstanding Reporting Person Owned Shares ---------------- ------------ ------------- Gabelli Funds, LLC 8,024,220 6.27% GAMCO Asset Management Inc. 700,524 0.55% Teton Advisors, Inc. 477,552 0.37% Associated Capital Group, Inc. 500 0% In the aggregate, the Reporting Persons own a total of 9,202,796 shares, representing 7.19% of the 128,041,101 shares outstanding as reported in the Issuer's most recently filed Form 10-Q for the quarterly period ending Sept. 30, 2018. A full-text copy of the Schedule 13D/A is available for free at: https://is.gd/xaQmbl About BioScrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc. -- http://www.bioscrip.com/-- is an independent national provider of infusion and home care management solutions, with approximately 2,100 teammates and nearly 70 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. BioScrip reported a net loss attributable to common stockholders of $74.27 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common stockholders of $51.84 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $579.17 million in total assets, $615.50 million in total liabilities, $3.12 million in series A convertible preferred stock, $87.22 million in series C convertible preferred stock, and a total stockholders' deficit of $126.68 million. * * * As reported by the TCR on Aug. 1, 2018, Moody's Investors Service upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from 'Caa2'. BioScrip's Caa1 Corporate Family Rating reflects the company's very high leverage and weak liquidity. Also in August 2018, S&P Global Ratings raised its issuer credit rating on BioScrip Inc. to 'CCC+' from 'CCC'. "The rating upgrade reflects our belief that BioScrip will be able to meet its debt obligations for at least the next 12 months." BOB BONDURANT SCHOOL: Hires Timothy H. Shaffer as CRO ----------------------------------------------------- Bob Bondurant School of High Performance Driving, Inc., seeks approval from the United States Bankruptcy Court for the District of Arizona to hire Timothy H. Shaffer of Clotho Corporate Recovery, LLC as chief restructuring officer. The Debtor required Mr. Shaffer to: a. manage, control, and sign on the Debtor's bank accounts; b. oversee business operations of the Debtor; c. collect assets and administer liabilities of Debtor; d. institute or defend any and all proceedings with respect to the Debtor, whether in law or equity, and specifically including petitions for relief in bankruptcy; e. attend hearings, depositions, and provide testimony as appropriate; f. prepare and sign monthly operating reports; g. assist in formation of disclosure statement and reorganization plan; h. retain or terminate legal professionals (legal and/or financial) for Debtor as appropriate, and approve compensation in compliance with the Bankruptcy Code; i. approve the filing and prosecution of motions and applications; j. approve the filing and prosecution of complaints and objections; k. negotiate with creditors, investors, and interested parties; l. provide for the disposition of assets; m. engage in any other activity to further the goals of Debtor; n. enter into contracts for and otherwise obligate the Debtor; and o. direct, hire, and terminate employees in consultation with Client. Clotho Recovery’s compensation are: a) A retainer of $20,000.00 paid by the Debtor; b) Hourly fees for Mr. Shaffer at the rate of $350.00 per hour, which will be paid by application of the retainer; and c) Reimbursement for Clotho Recovery's reasonable out-of-pocket expenses incurred in connection with this assignment, such as travel, lodging, duplicating, messenger and telephone charges. All fees and expenses will be billed and payable on a monthly basis. Timothy H. Shaffer of Clotho Corporate Recovery, LLC, disclosed in a court filing that he is a "disinterested person," as that term is defined in 11 U.S.C. Secs. 101(14) and 1107(b) with respect to the matters for which they are to be retained. The firm can be reached through: Timothy H. Shaffer Clotho Corporate Recovery, LLC 6929 North Hayden Road Scottsdale, AZ 85250 Phone: +1 602-469-4547 About Bob Bondurant School Founded in 1968 and headquartered in Phoenix, Arizona, Bob Bondurant School of High Performance Driving, Inc. -- https://www.bondurant.com/ -- is a performance driving school, specializing in racing, karting, teen driving, and law enforcement driving education. The Bob Bondurant School of High Performance Driving facility offers a 1.6-mile, 15-turn multi-configuration track, pumping Dodge SRT Viper and Hellcat-shaped corpuscles through the winding paved veins. There's also a multi-purpose, eight-acre asphalt pad that is home to the Throttle Steer Circle, slalom, autocross, skid pad, braking and accident avoidance curricula, and skid-car training. In addition, Wild Horse Motor Sports Park has three other race tracks within its grounds, specially for select advanced road racing and corporate group programs. Bob Bondurant School of High Performance Driving, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Bankr. D. Ariz. Case No. 18-12041) on Oct. 2, 2018. In the petition signed by Patricia C. Bondurant, president/CEO, the Debtor estimated assets and liabilities of less than $10 million each. The Hon. Brenda K. Martin is assigned to the case. The Debtor tapped Hilary L. Barnes, Esq. of Allen Barnes & Jones, PLC as its counsel. BOB BONDURANT SCHOOL: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Bob Bondurant School of High Performance Driving Inc. as of Nov. 28, according to a court docket. About Bob Bondurant School Founded in 1968 and headquartered in Phoenix, Arizona, Bob Bondurant School of High Performance Driving, Inc. -- https://www.bondurant.com/ -- is a performance driving school, specializing in racing, karting, teen driving, and law enforcement driving education. The Bob Bondurant School of High Performance Driving facility offers a 1.6-mile, 15-turn multi-configuration track, pumping Dodge SRT Viper and Hellcat-shaped corpuscles through the winding paved veins. There's also a multi-purpose, eight-acre asphalt pad that is home to the Throttle Steer Circle, slalom, autocross, skid pad, braking and accident avoidance curricula, and skid-car training. In addition, Wild Horse Motor Sports Park has three other race tracks within its grounds, specially for select advanced road racing and corporate group programs. Bob Bondurant School of High Performance Driving, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Bankr. D. Ariz. Case No. 18-12041) on October 2, 2018. In the petition signed by Patricia C. Bondurant, president/CEO, the Debtor estimated assets and liabilities of less than $10 million each. The Hon. Brenda K. Martin is assigned to the case. The Debtor tapped Hilary L. Barnes, Esq. of Allen Barnes & Jones, PLC as its counsel. BOILING POT: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee on Nov. 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Boiling Pot Investments, LLC. About Boiling Pot Investments LLC Boiling Pot Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 18-04725) on September 17, 2018. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $1 million. The case has been assigned to Judge Helen E. Burris. The Debtor tapped Bird and Smith, PA as its legal counsel. BROOKFIT VENTURES: Hires Rosen & Federico, CPA as Accountant ------------------------------------------------------------ Brookfit Ventures LLC, a/k/a Brook Fit Ventures LLC, d/b/a Retro Fitness, seeks approval from the United States Bankruptcy Court for the Eastern District of New York to hire Rosen & Federico, CPA's, retroactive to November 13, 2018, as Debtor's accountant. The Debtor requires the immediate assistance of an accountant to prepare monthly operating statements, preparing and filing all documents regarding pre and post-petition taxes, and keeping the books and records of the Debtor. R&F's hourly rate are: Staff $130 Partners $370 Vincent Sullivan, CPA, of Rosen & Federico, CPA, attests that his firm does not hold or represent an interest adverse to the Debtor or to the estates and is disinterested as that term is defined in 11 U.S.C. Section 101(14). The firm can be reached at: Vincent Sullivan, CPA Rosen & Federico, CPA 135 Crossways Park Drive, Suite LL03 Woodbury, NY 11797 Phone: +1 516-681-3783 About Brookfit Ventures Brookfit Ventures LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-46224) on Oct. 30, 2018. In the petition signed by David Ragosa, managing member, the Debtor estimated less than $50,000 in assets and less than $1 million in liabilities. The Debtor is represented by Avrum J Rosen, Esq. of Rosen, Kantrow & Dillon, PLLC. BROOKFIT VENTURES: Hires Rosen Kantrow as Legal Counsel ------------------------------------------------------- Brookfit Ventures LLC, a/k/a Brook Fit Ventures LLC, d/b/a Retro Fitness, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Rosen, Kantrow & Dillon, PLLC, as attorneys for the Debtor. Rosen Kantrow will advise Debtor of the rights and duties of a debtor-in-possession, will oversee preparation of necessary reports to the courts or creditors, will conduct all appropriate investigation or litigation and will perform any other necessary duty in aid of the administration of the estate. The firm's hourly rates range from $255 to $425 for associates and from $425 to $575 for partners. Avrum Rosen, Esq., at Rosen Kantrow, disclosed in a court filing that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Avrum J. Rosen, Esq. Rosen, Kantrow & Dillon, PLLC 38 New Street Huntington, NY 11743 Phone: 631-423-8527 Fax: 631-423-4536 E-mail: arosen@rkdlawfirm.com About Brookfit Ventures Brookfit Ventures LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-46224), on Oct. 30, 2018. In the petition signed by David Ragosa, managing member, the Debtor estimated less than $50,000 in assets and less than $1 million in liabilities. The Debtor is represented by Avrum J Rosen, Esq. of Rosen, Kantrow & Dillon, PLLC. BTO TRUCKING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on Nov. 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of BTO Trucking, LLC. About BTO Trucking BTO Trucking, LLC, filed a Chapter 11 petition (Bankr. D.S.C. Case No. 18-05250) on Oct. 17, 2018. In the petition signed by Deldrick King, principal, the Debtor estimated less than $50,000 in assets and less than $500,000 in debt. R. Michael Drose, Esq., at Drose Law Firm, serves as counsel to the Debtor. C&D TECHNOLOGIES: S&P Assigns 'B-' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigns its 'B-' issuer credit rating to the combined company, operating as C&D Technologies Inc. In addition, S&P assigns its 'B-' issue level rating and '3' recovery rating to the company's proposed $400 million first-lien term loan. The company's proposed $125 million asset-based lending facility (ABL) and $95 million of borrowing under a subscription facility are unrated. S&P said, "Our 'B-' issuer credit rating reflects our expectation that C&D will maintain its adjusted debt to EBITDA above 8x over the next 12 months and incorporates the company's position within the cyclical and competitive energy storage industry. Although we expect leverage to remain high, we expect the company will modestly reduce its debt leverage over the next 12-18 months, maintain adequate liquidity, and keep sufficient cushion under its covenant. "The stable outlook reflects our expectation for modest revenue growth, primarily driven by the company's new product development and continued global economic growth. Although we expect a moderate improvement in EBITDA as the company makes progress toward reducing costs as a combined entity, we believe the company's adjusted debt to EBITDA metric will remain above 8x over the next 12 months. "We could lower our ratings over the next 12 months if leverage increases meaningfully, potentially due to increased integration costs or significant negative swings in working capital, such that we believe the capital structure is unsustainable over the longer term. In addition, we could lower the rating if we believe the company will face difficulty refinancing its subscription facility at least 12 months ahead of its 2020 maturity. A diminished liquidity position or reduced covenant cushion could also cause us to lower the rating. "Ratings upside is unlikely over the next 12 months given our forecast for relatively high debt leverage and future refinancing needs. However, we could raise our ratings on C&D if we expected leverage to be below 6.5x on a sustained basis. This would also incorporate any potential acquisition spending or shareholder returns." CALLAHAN GRADING: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Nov. 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Callahan Grading LLC and its affiliates. About Callahan Grading Founded in 2006, Callahan Grading, LLC provides excavation work and digging foundations, and is a mulch supplier in South Carolina. Callahan Grading and its affiliates Grinding Specialists of the Carolinas LLC and Grinding Specialists LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case Nos. 18-05220, 18-05223 and 18-05225) on Oct. 15, 2018. In the petitions signed by Jarrett Callahan, managing member, the Debtors estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Helen E. Burris presides over the cases. The Debtors tapped The Cooper Law Firm as their legal counsel. CAMBER ENERGY: Signs Non-Binding MOU to Acquire Assets in Kansas ---------------------------------------------------------------- Camber Energy, Inc. has executed a non-binding memorandum of understanding in connection with the contemplated acquisition of an asset located in Greely and Hamilton Counties, Kansas for a purchase price of $4,000,000 in equity. The closing of the transaction is subject to customary closing conditions, negotiation of final transaction documents and transaction terms, and other conditions, and may not close timely, on the terms set forth in the Memorandum of Understanding, or at all. The closing is contemplated to occur in December 2018. In the event the transaction closes, the Company will acquire working interests which include up to approximately 30,000 net leasehold acres in Greely and Hamilton Counties, Kansas, including 181 non-producing well bores. The acquisition will also include some existing production and the required infrastructure and equipment necessary to support future hydrocarbon production. Camber is evaluating hydrocarbon production opportunities across all of the to-be acquired acreage including the existing non-producing well bores for workover opportunities. The Company plans to begin the process of reestablishing production from some of the non-producing well bores assuming the closing occurs. Louis G. Schott, the Interim CEO of Camber noted that, "We are currently performing due diligence on this opportunity. In the event we are satisfied with our due diligence and close the transaction, this acquisition will provide significant opportunities for the Company to increase its production, cash flows and reserve base. We plan to begin workovers as quickly as possible following a closing with the goal of having production from some of the non-producing well bores restored within a month of closing." Mr. Schott continued, "This is all part of Camber's plan to add similar low risk acquisitions which can provide an inventory of opportunities to grow the Company through increases in cash flow and reserve base." About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy/-- is an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the Texas Panhandle. Camber Energy reported a net loss of $24.77 million for the year ended March 31, 2018, compared to a net loss of $89.12 million for the year ended March 31, 2017. As of Sept. 30, 2018, the Company had $6.98 million in total assets, $4.69 million in total liabilities, and $2.29 million in total stockholders' equity. GBH CPAs, PC's audit opinion included in the company's Annual Report on Form 10-K for the year ended March 31, 2018 contains a going concern explanatory paragraph stating that the Company has incurred significant losses from operations and had a working capital deficit as of March 31, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern. CAROLINAS CUSTOM: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Nov. 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Carolinas Custom Clad, Inc. About Carolinas Custom Clad Inc. Carolinas Custom Clad, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 18-04726) on September 17, 2018. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Helen E. Burris. The Debtor tapped Bird and Smith, PA as its legal counsel. CARPENTER'S ROOFING: Case Summary & 7 Unsecured Creditors --------------------------------------------------------- Debtor: Carpenter's Roofing & Sheet Metal, Inc. 1701 W 10th Street West Palm Beach, FL 33404 Business Description: Carpenter's Roofing & Sheet Metal, Inc. -- https://carpentersroofing.com -- is a roofing contractor headquartered in West Palm Beach, Florida. The Company offers new roofs and replacements, architectural metal, repair, cool roof coating, and maintenance programs. Carpenter's Roofing was founded in 1931 by Howard Carpenter. Chapter 11 Petition Date: November 29, 2018 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 18-24798 Judge: Hon. Mindy A Mora Debtor's Counsel: Dana L. Kaplan, Esq. KELLEY & FULTON, PL 1665 Palm Beach Lakes Blvd #1000 W Palm Beach, FL 33401 Tel: 561-491-1200 Fax: 561-684-3773 Email: dana@kelleylawoffice.com - and - Craig I. Kelley, Esq. KELLEY & FULTON, PL 1665 Palm Beach Lakes Blvd #1000 West Palm Beach, FL 33401 Tel: 561-491-1200 Email: craig@kelleylawoffice.com Total Assets: $1,040,593 Total Liabilities: $1,838,038 The petition was signed by Jason Lovelady, president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-24798.pdf CARWASHER INC: Trustee Taps Cavanagh Law as Counsel --------------------------------------------------- Philip G. Mitchell, Chapter 11 Trustee of The Carwasher Inc and its debtor-affiliates, seeks authority from U.S. Bankruptcy Court for the District of Arizona to retain The Cavanagh Law Firm, P.A. as attorneys for the Trustee. The firm's hourly rates for its attorneys range from $295 to $450. Legal assistants charge $105 per hour. Philip G. Mitchell, Esq., at The Cavanagh Law Firm, P.A., assures the Court that members of his firm do not have any connection with the Debtor or its affiliates, creditors, or any other party-in-interest, or its attorneys and accountants and are "disinterested persons" as that term is defined by Section 101(14) of the Bankruptcy Code, and do not hold or represent any interest adverse to the estate. The firm can be reached through: Philip G. Mitchell, Esq. The Cavanagh Law Firm P.A. 1850 North Central Avenue, Suite 2400 Phoenix, AZ 85004-4527 Phone: (602) 322-4000 Email: pmitchell@cavanaghlaw.com About The Carwasher The Carwasher, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 13-13417) on Aug. 5, 2013. In the petition signed by Coy Lindblom, secretary, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Eddward P. Ballinger Jr. The Debtor is represented by Kelly G. Black, Esq. at Kelly G. Black, PLC. CENTURY TRANSPORTATIONS: Hires John A. Vos Law as Attorney ---------------------------------------------------------- Century Transportations, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of California (San Francisco) to hire the law firm of John A. Vos as its attorney. The Debtor requires John A. Vos to: a. advise the Debtor regarding matters of bankruptcy law; b. represent the Debtor in proceedings or hearings in the Bankruptcy Court; c. assist the Debtor in the preparation and filing of appropriate application(s), schedules, motions, adversary proceedings if any, answers, orders and other legal papers; d. advise the Debtor concerning the requirements of the Bankruptcy Code and Rules relating to the administration of this case and the operation of debtor’s business affairs; e. assist the Debtor in the negotiation, preparation confirmation, and implementation of a plan of reorganization,; and, f. perform all other legal services for debtor as may be necessary. John A. Vos, Esq. will charge $475 per hour for his services. Prior to the filing of the petition for relief, the Debtor paid the law firm $15,500 net retainer. John A. Vos, Esq. declared in the Court filing that his firm is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached at: John A. Vos, Esq. Law Offices of John A. Vos 1430 Lincoln Ave. San Rafael, CA 94901 Phone: (415) 485-5332 About Century Transportations Based in Novato, California, Century Transportations, Inc., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31228) on Nov. 9, 2018, estimating under $1 million in assets and liabilities. John A. Vos, Esq. at John A. Vos Law Offices, is the Debtor's counsel. COMPLETE DISTRIBUTION: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Complete Distribution Services, Inc. dba Complete Trailer Leasing P.O. Box 370592 El Paso, TX 79937 Business Description: Complete Distribution Services, Inc., is a diversified shipping service company, providing short and long-haul support. This includes transportation, customer support and logistics. Complete Distribution Services Inc. offers local dispatch at its El Paso, Texas, facility to meet its customers' needs. Chapter 11 Petition Date: November 29, 2018 Court: United States Bankruptcy Court Western District of Texas (El Paso) Case No.: 18-31995 Judge: Hon. Christopher H. Mott Debtor's Counsel: E. P. Bud Kirk, Esq. E.P. BUD KIRK 600 Sunland Park Drive, Ste.4-400 El Paso, TX 79912 Tel: (915) 584-3773 Email: budkirk@aol.com Total Assets: $2,784,801 Total Liabilities: $8,049,386 The petition was signed by Salvador A. Herrera, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-31995_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txwb18-31995.pdf CONCORDIA INT'L: Cancels Offering Under LTIP & Option Plan ---------------------------------------------------------- Concordia International Corp. has filed a post-effective amendment relating to the Registration Statement on Form S-8 (No. 333-209498), filed with the Securities and Exchange Commission on Feb. 12, 2016, covering an aggregate of 4,143,397 limited voting shares (f/k/a common shares), no par value, of Concordia International Corp. issuable under the Concordia Healthcare Corp. Long Term Incentive Plan and the Concordia Healthcare Corp. 2013 Stock Option Plan. On Sept. 6, 2018, the Corporation completed the recapitalization transaction described in the Corporation's management information circular dated May 15, 2018, and implemented pursuant to the court-approved plan of arrangement dated June 26, 2018, under the Canada Business Corporations Act. As a result of the transactions contemplated by the Plan of Arrangement, the Company terminated all offerings of its securities pursuant to the Registration Statement. The Company terminates the effectiveness of the Registration Statement and removes from registration any and all securities registered but unsold under the Registration Statement as of Nov. 29, 2018. About Concordia/ ADVANZ PHARMA Concordia/ ADVANZ PHARMA -- http://www.concordiarx.com-- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on helping innovate, shape and grow the specialty, off-patent sector in Europe. Concordia/ ADVANZ PHARMA operates out of facilities in Mississauga, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.59 billion for the year ended Dec. 31, 2017, compared to a net loss of US$1.31 billion for the year ended Dec. 31, 2016. As at Sept. 30, 2018, Concordia had US$1.95 billion in total assets, US$1.66 billion in total liabilities, and US$297.13 million in total shareholders' equity. The 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. PricewaterhouseCoopers LLP, the Company's auditor since 2015, stated that the Company has commenced a court proceeding under the Canada Business Corporation Act (CBCA) to restructure certain debt obligations. The commencement of the CBCA proceedings has resulted in events of default under certain of the Company's credit facilities and a termination event under the cross currency swap agreement, which defaults are subject to the stay of proceedings granted by the court. These events raise substantial doubt about the Company's ability to continue as a going concern. CONCORDIA INT'L: Changes Name to Advanz Pharma Corp --------------------------------------------------- Concordia International Corp.'s shareholders voted in favour of a special resolution authorizing the Company to amend its articles to change its name from Concordia International Corp. to Advanz Pharma Corp. Approximately 99.9 per cent of the votes cast were in favour of the special resolution. It is expected that the limited voting shares of the Company will begin trading under the new name, and that the Company's stock symbol will change from CXR to ADVZ, on or about Dec. 3, 2018. "This is an exciting period for ADVANZ PHARMA, our stakeholders, and all our employees across the globe," said Graeme Duncan, the Company's chief executive officer. "This new corporate identity, and the accompanying rebranding that we are working on, will help define ADVANZ PHARMA as a global pharmaceutical company that is determined to help innovate, shape and grow the specialty, off-patent sector. We will aim to go beyond what we have achieved in the past, and current industry standards, as we look to capitalize on this new start." Advanz Pharma Corp. represents a refocussed and redefined direction that will build on the Company's current capabilities, and global footprint across more than 90 countries, so that it can meet the increasingly complex needs of global healthcare systems. About Concordia/ ADVANZ PHARMA Concordia/ ADVANZ PHARMA -- http://www.concordiarx.com-- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on helping innovate, shape and grow the specialty, off-patent sector in Europe. Concordia/ ADVANZ PHARMA operates out of facilities in Mississauga, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.59 billion for the year ended Dec. 31, 2017, compared to a net loss of US$1.31 billion for the year ended Dec. 31, 2016. As at Sept. 30, 2018, Concordia had US$1.95 billion in total assets, US$1.66 billion in total liabilities, and US$297.13 million in total shareholders' equity. The 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. PricewaterhouseCoopers LLP, the Company's auditor since 2015, stated that the Company has commenced a court proceeding under the Canada Business Corporation Act (CBCA) to restructure certain debt obligations. The commencement of the CBCA proceedings has resulted in events of default under certain of the Company's credit facilities and a termination event under the cross currency swap agreement, which defaults are subject to the stay of proceedings granted by the court. These events raise substantial doubt about the Company's ability to continue as a going concern. CORRIDOR MEDICAL: Case Summary & Largest Unsecured Creditors ------------------------------------------------------------ Three affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Corridor Medical Services, Inc. 18-11569 1900 Dutton San Marcos, TX 78666 Correctional Imaging Services, LLC 18-11570 1900 Dutton Dr. San Marcos, TX 78666-5907 CMMS Lab LLC 18-11571 1900 Dutton San Marcos, TX 78666 Business Description: Corridor Medical Services is a provider of mobile imaging and laboratory diagnostic services. It offers digital x-ray, ultrasound, EKG, and lab services to nursing homes, hospice centers, assisted living facilities, clinics, surgery centers, home- bound patients, and any place with patients that are restricted to travel. Chapter 11 Petition Date: November 30, 2018 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Hon. Tony M. Davis Debtors' Counsel: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 1212 Guadalupe, Suite 104 Austin, TX 78701 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 E-mail: ssather@bn-lawyers.com Corridor Medical Services' Estimated Assets: $0 to $50,000 Corridor Medical Services' Estimated Liabilities: $10 million to $50 million Correctional Imaging's Estimated Assets: $0 to $50,000 Correctional Imaging's Estimated Liabilities: $1 million to $10 million CMMS Lab's Estimated Assets: $0 to $50,000 CMMS Lab's Estimated Liabilities: $1 million to $10 million The petitions were signed by Stephen Nelson, president. A full-text copy of Corridor Medical Services' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-11569.pdf A full-text copy of Correctional Imaging's petition containing, among other items, a list of the Debtor' four unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-11570.pdf A full-text copy of CMMS Lab's petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-11571.pdf CREW ENERGY: DBRS Confirms B Issuer Rating, Trend Stable -------------------------------------------------------- DBRS Limited confirmed the Issuer Rating and Senior Unsecured Notes (the Notes) rating of Crew Energy Inc. (Crew or the Company) at B with Stable trends. The recovery rating for the Notes remains unchanged at RR4. The ratings are underpinned by the Company's (1) current size (production in 2018 estimated to average at the midpoint of guidance of 24,000 barrels of oil equivalent/day (boe/d); (2) capital and operational flexibility, as the Company operates the majority of its production and related processing facilities; (3) significant inventory of drilling locations that could provide a source of future production; and (4) key credit metrics that are consistent with the B rating range. Moderating the ratings is the Company's heavy concentration of reserves and production in Northeastern British Columbia and higher weighting of production toward lower valued natural gas (75% on a boe basis for year-to-date September 30, 2018), although the Company has secured transportation capacity in order to diversify its natural gas sales and attain better pricing outside Western Canada. The Company's key financial metrics, notably the lease-adjusted debt-to-cash flow ratio of 3.40 times (x) for the last 12 months ended September 30, 2018, are within B range. DBRS expects the Company's key financial metrics to remain within the current rating category over the medium term. Crew's liquidity is adequate and supported by a $235 million borrowing base credit facility. As at September 30, 2018, $49.3 million was drawn on the facility; $29.4 million in letters of credit were also backed by the facility. The Company is finalizing a semi-annual borrowing base review with its lenders with no change to the borrowing base expected. The facility revolves for a 364-day period and will be subject to the next 364-day extension by June 5, 2019. DBRS anticipates 2018 operating cash flow to primarily line up with the Company's $90 million to $95 million planned net capital spending program (capital spending (capex) net of $10 million of dispositions completed earlier this year). Any modest deficit that may be incurred is expected to be funded by capacity available on Crew's credit facility. DBRS also notes Crew's ability to flex its capex. The Company has indicated plans to adjust its capital program in 2019 to align with operating cash flow in order to mitigate any possible sizable free cash flow deficits, preserve liquidity and maintain the Company's key credit metrics commensurate with the rating. Nonetheless, the Company's cash flow is sensitive to natural gas price changes and, to a lesser degree, a change in the price of crude oil and natural gas liquids. Should the price of West Texas Intermediate oil weaken materially to USD 40 per barrel or less and the Company realizes an average price for its natural gas sales of $2/thousand cubic feet or less for an extended period, DBRS may consider a negative rating action. Notes: All figures are in Canadian dollars unless otherwise noted. CSC HOLDINGS: S&P Raises Debt Ratings to 'BB', Off Watch Positive ----------------------------------------------------------------- S&P Global Ratings raised its issue-level ratings on CSC Holdings LLC's secured and guaranteed debt to 'BB' from 'BB-' and removed the ratings from CreditWatch, where S&P placed them with positive implications on Oct. 2, 2018. At the same time, S&P revised the recovery ratings on the debt to '1' from '2'. The '1' recovery rating indicates its expectation for very high recovery (90%-100%; rounded estimate: 90%) to lenders in the event of a payment default. This debt existed at the entity prior to its merger with Cequel. This upgrade follows the completion of the exchange of Cequel's existing debt for debt issued by CSC Holdings and the merger of Altice USA Inc.'s Suddenlink and Optimum businesses under a single credit silo with substantially all operating activities conducted by CSC Holdings LLC and its subsidiaries. S&P said, "This upgrade brings our ratings on the debt in line with our ratings on the new secured and guaranteed debt at CSC Holdings LLC that previous Cequel noteholders exchanged for. The upgrade is driven by our view that the debt will benefit from a broader and more diverse pool of assets following the merger with Cequel." RATINGS LIST CSC Holdings LLC Issuer Credit Rating B+/Positive/-- Ratings Raised And Removed From CreditWatch; Recovery Ratings Revised To From CSC Holdings LLC Senior Secured BB+ BB-/Watch Pos Recovery Rating 1(90%) 2(75%) Senior Unsecured BB+ BB-/Watch Pos Recovery Rating 1(90%) 2(75%) DAVID'S BRIDAL: Final Hearing on DIP Financing Set for Dec. 18 -------------------------------------------------------------- BankruptcyData.com reported that the bankruptcy court hearing the David's Bridal case issued an interim order approving the Debtor's proposed debtor-in-possession financing to be provided through Bank of America and Cantor Fitzgerald Securities. The DIP financing consists of a senior secured superpriority revolving credit facility of up to $125 million from Bank of America, et al., and a senior secured superpriority term loan facility of up to $60 million from Cantor Fitzgerald, et al. The Court scheduled a final hearing on Dec. 18, 2018, with objections due by Dec. 11, 2018. About David's Bridal David's Bridal -- http://www.davidsbridal.com/-- is an international bridal retailer and the largest U.S. destination for bridal gowns, wedding-related apparel, social occasion apparel, accessories and services. For over 60 years, the Company has remained the most iconic bridal destination, with approximately one-third of brides in the United States wearing a David's Bridal gown. The Company operated 311 stores, including 296 stores in 49 states in the United States, eleven stores in Canada, and four stores in the United Kingdom. Additionally, there are two franchised stores in Mexico. On Nov. 19, 2018, David's Bridal, Inc., and its three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-12635). The Honorable Laurie Selber Silverstein is the case judge. Debevoise & Plimpton LLP is serving as the Company's legal advisor, Evercore LLC is serving as its financial advisor and AlixPartners LLP is serving as its restructuring advisor. Young Conaway Stargatt & Taylor, LLP, is the local counsel. Donlin Recano is the claims agent. DIOCESE OF WINONA: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Diocese of Winona-Rochester 55 W. Sanborn P.O. Box 588 Winona, MN 55987 Tel: 507-454-4643 Business Description: The Diocese of Winona-Rochester was established on Nov. 26, 1889 when Pope Leo XIII issued the apostolic constitution which erected the diocese, and set its geographical boundaries. The Diocese encompasses the 20 southernmost counties of the state of Minnesota and measures 12,282 square miles. The Diocese is home to 107 parishes, four high schools, 30 junior high, elementary or preschools, and Immaculate Heart of Mary Seminary in Winona. The Diocese of Winona-Rochester is headquartered at the Diocesan Pastoral Center in Winona, Minnesota. For more information, visit https://www.dowr.org. Chapter 11 Petition Date: November 30, 2018 Court: United States Bankruptcy Court District of Minnesota (St Paul) Case No.: 18-33707 Judge: Hon. Robert J. Kressel Debtor's Counsel: Christopher W. Coon, Esq. RESTOVICH BRAUN & ASSOCIATES 117 East Center Street Rochester, MN 55904 Tel: 507-288-4840 507-216-8652 E-mail: christopher@restovichlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Reverend Monsignor Thomas P. Melvin, vicar general. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mnb18-33707.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Doe 01 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 02 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 03 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 04 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 05 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 06 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 07 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 08 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 09 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 10 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 11 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 12 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 13 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 14 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 15 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 16 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 17 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 18 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 19 $0 c/o Jeff Anderson and Assoc. 366 Jackson Street, Ste. 100 Saint Paul, MN 55101 Doe 20 $0 c/o Noaker Law Firm, Attn. Patrick Noaker 333 Washington Ave. N., Ste. 341 Minneapolis, MN 55401 The Unsecured Creditors are potential tort claimants, represented by counsel. Their names and addressed will be filed under seal. DIVERSE LABEL: $385K Sale of Knife & Related Equipment Approved --------------------------------------------------------------- Judge Catherine R. Aron of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized Diverse Label Printing, LLC's sale of a knife sharpening equipment to Combicut, Inc. for $385,000. A hearing on the Motion was held on Nov. 20, 2018. The Equipment is comprised of (i) eight E50 Knecht Hand Knife Sharpeners at $45,625 each; (ii) four USK 160S Knecht Manual Sharpeners at $1,500 each; and (iii) one A950 Sharpener at $14,000. The sale is free and clear of liens and interests. The lien or security interest asserted by Bank Capital Services LLC, doing business as F.N.B. Equipment Finance ("BCS"), and First National Bank of Pennsylvania ("FNB"), respectively, are transferred to the proceeds of sale. The Debtor is authorized to disburse to (i) BCS of the net sale proceeds derived from the four machines supplied by Knecht North America, Inc.; and (ii) FNB of the net sale proceeds derived from the four USK 160S Knecht Manual Sharpeners and the one A950 Sharpener. The sale proceeds derived from the four machines supplied by WDS, Inc. will be held by the Debtor pending further orders of the Court. About Diverse Label Printing Diverse Label Printing, LLC, a company in Burlington, North Carolina, specializes in producing labels for food, food processing, supermarket, consumer goods, and other uses. Diverse Label sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018. In the petition signed by CEO Ed Bidanset, the Debtor disclosed $15,750,989 in assets and $10,499,186 in liabilities. Judge Catharine R. Aron presides over the case. The Debtor tapped hire Northen Blue, LLP, as its legal counsel. An Official Committee of Unsecured Creditors has been appointed in the case. EDGEMERE TX: Fitch Cuts Rating on $114MM Bonds to BB-, on Watch Neg ------------------------------------------------------------------- Fitch Ratings has downgraded the rating on approximately $114 million of bonds issued by the Tarrant County Cultural Education Facilities Finance Corporation on behalf of Edgemere, TX to 'BB-' from 'BBB-'. Fitch has also placed the bonds on Rating Watch Negative. SECURITY The bonds are secured by a pledge of obligated group (OG) revenues, a lien on the leasehold interest in Edgemere's property, and a debt service reserve fund. KEY RATING DRIVERS WEAK PROFITABILITY: The downgrade primarily reflects continued poor operating profitability, which has remained below budgeted levels and Fitch's expectations. The continued operating pressure is primarily related to the slow fill-up of newly constructed assisted living and memory support units. After weakened profitability from 2015 - 2017, the operating ratio and net operating margin (NOM) measured a respective 114% and negative 20% through the first nine months of 2018. RATING WATCH NEGATIVE: The Negative Watch is based on the uncertainty from Edgemere's violation of a covenant to provide annual financial statements under its bond documents, which results in an event of default. Edgemere is also likely going to violate its debt service coverage ratio covenant for 2018. Fitch will monitor the event of default, potential rate covenant violation, and any bondholder negotiations and take rating action once more details become available. Any outcome or remedy enforcement that negatively affects Edgemere's ability to repay its debt obligations would result in a downgrade. ADEQUATE, BUT DECREASED LIQUIDITY: Edgemere's liquidity position is adequate for the rating, but down from historic levels. At Sept. 30, 2018, Edgemere had approximately $41 million in unrestricted cash and investments, which equated to 338 days cash on hand (DCOH) and 36% cash to debt, both of which are better than Fitch's below investment grade category medians, but are below levels of a few years ago. VARIABLE INDEPENDENT LIVING DEMAND: Edgemere enjoys a niche market position and recently improved independent living unit (ILU) occupancy. ILU occupancy averaged 93% between 2010 and 2014 before declining in 2015 and 2016 due to above-average unit turnover. ILU occupancy increased to 94.1% in the nine-month interim period ending Sept. 30, 2018 (the interim period) from 86.8% in fiscal 2016. HIGH LONG-TERM LIABILITY PROFILE: Edgemere's debt position is high and is affected by a long-term ground lease. Maximum annual debt service (MADS) as a percent of revenues amounted to 19.4% in 2017, which is above Fitch's below-investment grade (BIG) median of 16.5%. Debt to net available weakened over the past few years due to increased borrowing and reduced cash flow. As a result, debt to net available measured 16.5x in 2017 and 25.2x for the interim period, weaker than the 14.5x metric in 2015 and the BIG median of 9.8x. Adjusted for Edgemere's long-term ground lease the debt position increases to even higher levels. RATING SENSITIVITIES FINANCIAL PROFILE STABILIZATION: Edgemere's failure to improve operating performance and stem liquidity declines will likely lead to a further rating downgrade. RESOLUTION OF RATING WATCH: Resolution of the Rating Watch Negative is expected to occur upon settlement of negotiations with bondholders over the event of default or the potential rate covenant violation for 2018. Further negative rating action would occur if the results of the bondholder negotiations produce a weaker credit profile. CREDIT PROFILE Edgemere (Northwest Senior Living Corporation, dba Edgemere), located in the Preston Hollow neighborhood of Dallas, provides a complete continuum of care with 304 ILUs, 68 assisted living units (ALU), 45 memory support units, and 87 skilled nursing facility beds (SNF). The property is leased through a long-term ground lease that runs through 2054. Total operating revenues were approximately $40 million in 2017. Edgemere offers type-A life care resident agreements for its ILUs. Most of its contracts are 90% refundable. Entrance fee refunds are subject to Edgemere receiving sufficient re-sale proceeds after re-occupancy of the vacated ILU. However, Edgemere uses a specific unit system for entrance fee refunds, which provides refunds in a timely manner but places some challenges on cash flow and liquidity management. Fitch's analysis and all figures cited in this report are based on the OG, which consists of Edgemere and its parent company, Senior Quality Lifestyles Corporation (SQLC). In addition to Edgemere, SQLC owns and operates four continuing care retirement communities (CCRC) in Texas and one in Carmel, IN, with a total of about 2,100 units. The OG has historically provided loans to other SQLC communities to fund capital projects and liquidity support agreements for new communities. The OG's intercompany loans outstanding, including accrued interest and deferred management fees, measured $30.7 million at Sept. 30, 2018. The intercompany loan balance was reduced by about $3 million during September 2018 after SQLC sold land in Colorado for a planned new campus that was no longer being pursued. Fitch's analysis assumes that no repayment is made on these loans. Several of the other SQLC affiliates with intercompany loans outstanding are currently struggling financially and are in discussions with bondholders over covenant violations and potential restructurings. Further, SQLC's Buckingham Senior Living Community (Fitch rated 'D') recently defaulted on its bonds and is currently in a forbearance agreement with bondholders. Edgemere has not been able to produce audited financial statements for 2017 since the collectability of its intercompany loans is being challenged. As a result, Edgemere is in violation of a covenant to provide annual financial statements under its bond documents, which results in an event of default. While bondholders have not taken action, they have the right to an acceleration of principal if 25% of holders vote to enforce the remedy. Any remedy enforcement that jeopardizes full and timely debt repayment would cause additional negative rating pressure. SQLC acquired Seniority, Inc. (Seniority), a provider of management, sales and development consulting services to senior living communities in June 2017. The acquisition of Seniority added management systems, proprietary programs and management personnel to SQLC. SQLC is the sole stockholder of Seniority. Seniority assumed responsibility for management of Edgemere and SQLC's five other CCRCs in July 2017. Prior to July 2017, Edgemere's day-to-day operations were managed by Greystone Management Services Company, LLC. On May 23, 2018 SQLC and Lifespace Communities (BBB/Stable) entered into a non-binding letter of intent for a proposed affiliation. The companies are conducting due diligence and anticipate that the affiliation would involve Lifespace Communities becoming the sole corporate member or shareholder of SQLC and one or more of its affiliates, including Seniority and Edgemere. Given the nonbinding nature of the letter of intent, Fitch did not incorporate the proposed affiliation into the rating or Negative Watch. WEAK PROFITABILITY Operating profitability has been compressed since 2015 and further weakened in 2017 and the nine month period ending Sept. 30, 2018 despite the improved ILU occupancy. The operating ratio increased to 114% while NOM and NOM-adjusted decreased to negative 20% and negative 2%, respectively, in the interim period from 103.6%, 3.3% and 13.8% in 2016. Management had budgeted for improved operations in 2017 and 2018; however, the costs relating to a revised organizational structure and newly constructed units that experienced delayed openings pressured performance. The compressed profitability in 2015 and 2016 reflected above-average unit attrition, decreased net entrance fees and decreased ILU occupancy. The continued weak operating profitability in 2017 and the interim period primarily reflected service disruptions and slow fill-up from the ALU and SNF construction project, which offset improved ILU occupancy. 2017 profitability was also negatively impacted by the duplication of management fees during the transition from Greystone Management Services, LLC and SQLC to Seniority. Fitch expected operating profitability to improve during 2018. The revenue pressure in 2017 from the ALU and SNF units that were taken offline was not projected to reoccur since the units were placed back online in December 2017. Management also increased both monthly service fees and entrance fees in 2018 to bring them more in line with market rates, but that did not bolster operating revenues as planned. Edgemere also implemented several expense management initiatives including participation in a group purchasing organization to decrease supplies expense and engaged a consulting firm to identify and apply labor productivity improvements. However, start-up and recurring costs relating to the expanded ALU, memory support and SNF units continued to pressure operations. Failure to demonstrate improved operating profitability in 2019 could lead to negative rating action. DEMAND TRENDS ILU occupancy improved during 2017 and the nine-month interim period (to 94.1% at Sept. 30, 2018) after decreasing from 2013 to 2016. The prior decrease in ILU occupancy was due to higher than average unit attrition since 2014 and some disruption due to construction in the ILU building in 2016 associated with Edgemere's Renaissance Project, which is described. ILU occupancy improvement has been supported by marketing incentives whereby new ILU residents are only required to pay 50% of the entrance fee upon occupancy and the remaining 50% six months later. While the quicker realization of monthly service fees from increased occupancy supports operations, net entrance fee receipts are delayed. As a result, net turnover entrance fees amounted to only $1.8 million through the 2018 interim period, down from $6 million in 2017. Management expects that most of deferred entrance fees will be collected over the next several months. Both ALU (including memory support) and skilled nursing occupancy decreased to 67% and 92%, respectively in 2017 because of 20 units that were taken offline, in conjunction with the Renaissance Project. The units were placed back online during December 2017. Accounting for the offline units, ALU and SNF occupancy would have equaled about 89% and 97%, respectively in 2017. However, Edgemere opened a total of 34 additional units during March 2018 that required staffing to meet regulatory requirements. As a result of slow fill-up that is currently driven by increasing competition, ALU and memory occupancy sagged to 59.3% for the period ending Sept. 30, 2018. HIGH LONG-TERM LIABILITY PROFILE For analytical purposes, Fitch classifies Edgemere's long-term ground lease as a capital lease rather than an operating lease. The ground lease obligation is valued by applying an 8x multiple to the annual lease expense, which is the standard Fitch multiple in North American markets. In addition, Fitch adjusted MADS to include the annual operating lease cash payment and added operating lease expense back to net revenues available for debt service. Edgemere's debt burden increases with the capitalized ground lease. Edgemere's debt burden remains high with bonded MADS equal to approximately $8 million and adjusted MADS equal to about $11.6 million, equating to 19% and 27% of 2017 revenue, respectively. Reflecting the weakened profitability and the heavy debt burden, adjusted MADS coverage equaled a light 1.1x in 2016 and 1x in 2017. Bonded MADS coverage through the first nine months of 2018 weakened to about 0.6x as a result of the operating losses and lower net entrance fee receipts. Per Edgemere's master trust indenture's rate covenant calculation, debt service coverage equaled 1.5x in 2016 and 1.2x in 2017 (unaudited). The rate covenant requires 1.20x actual annual debt service coverage. Edgemere is likely going to violate its rate covenant for 2018, which would result in a consultant call-in provision. CAPITAL PROJECTS Beginning in 2015, Edgemere began a series of capital projects to re-position its campus and add more units. The capital projects, Renaissance at Edgemere, include renovations and enhancements to ILU common spaces as well as additional assisted living, memory support and skilled nursing units and services. The total project added a net of eight new ALUs, 11 new memory support units and 15 new SNFs. The project cost about $33 million, funded primarily by series 2015 bond proceeds, and was completed in March 2018. A portion of the new healthcare facilities was completed in 2017 but inspection delays pushed back occupancy by over 70 days. The remainder of the new healthcare facilities was completed in March 2018 and fill-up of the units started a few months later after receiving related licenses. ERNEST VICKNAIR: Gros' $30K Thibodaux Property Sale to Freemin OK'd ------------------------------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Patrick J. Gros, the Disbursing Agent of Ernest A. Vicknair, Jr., to sell the real property located at 404 West 3rd Street, Thibodaux, Louisiana, Parcel ID 0020406000, and improvements thereon, to Freemin Brothers Rental for $30,000. A hearing on the Motion was held on Nov. 21, 2018. The sale is on an "as is, where is" basis without warranties. Upon the closing of the Sale, all liens, claims, or interests are unconditionally released as to the West 3rd Property, but not from the proceeds of the Sale. The Disbursing Agent is authorized to distribute the net proceeds of the Sale of the West 3rd Property to Mississippi River Bank. The net proceeds of the Sale of the West 3rd Property will be calculated by deducting from the West 3rd Property Sale Price any usual and customary closing costs, realtor commission due and payable, and the sum of $650 which will be distributed to the Disbursing Agent and held in trust for payment of any Quarterly Fees due and payable to the Office of the United States Trustee for the quarter in which closing of the Sale of the West 3rd Property occurs. The Order will be effective immediately upon entry and no automatic stay or execution pursuant to Rule 62(a) of the Federal Rules of Civil Procedure or Bankruptcy Rule 6004(h) will apply with respect to the Order. The counsel for the Disbursing Agent will serve the Order on the required parties who will not receive notice through the ECF system pursuant to the Federal Rules of Bankruptcy Procedure and the Local Rules of this Court and file a Certificate of Service to that effect within three days. About the Debtor Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-11059) on April 27, 2017. The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm, LLC, as counsel. On April 9, 2018, the Court confirmed the Debtor's Plan of Reorganization as of Dec. 4, 2017 with Immaterial Modifications as of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the Disbursing Agent. EVAN JOHNSON: $28K Sale of GPS & Surveying Equipment to 4K Approved ------------------------------------------------------------------- Judge Edward Ellington of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Evan Johnson & Sons Construction, Inc.'s sale of GPS and surveying equipment to 4K Equipment, LLC for $28,000. A hearing on the Motion was held on Nov. 27, 2018. The sale is free and clear of all liens, claims and interests. Upon closing, the sales proceeds will be placed in an interest bearing escrow account by the counsel for the Debtor, with the funds to be disbursed only upon further order, after notice and a hearing. The Order is a final judgment as contemplated by the applicable Bankruptcy Rules. About Evan Johnson & Sons Evan Johnson & Sons Construction, Inc., based in Pearl, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192) on June 15, 2017. In the petition signed by Melanie Johnson, its president, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Edward Ellington presides over the case. Craig M. Geno, Esq., at The Law Offices of Craig M. Geno, PLLC, serves as bankruptcy counsel to the Debtor. EYEPOINT PHARMA: Will Sell $75MM Worth of Securities ---------------------------------------------------- Eyepoint Pharmaceuticals, Inc. has filed with the Securities and Exchange Commission a Form S-3 registration statement relating to the offering of shares of its common stock, preferred stock, warrants, debt securities, and units with a proposed maximum aggregate offering price of $75 million. The securities may be sold by the Company to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. If any underwriters are involved in the sale of the securities with respect to which this prospectus is being delivered, the names of those underwriters and any applicable discounts or commissions and over-allotment options will be set forth in the applicable prospectus supplement. Eyepoint's common stock trades on the Nasdaq Global Market under the ticker symbol "EYPT." On Nov. 27, 2018, the last reported sale price per share of the Company's common stock was $2.06. The Company has not yet determined whether the other securities that may be offered by this prospectus will be listed on any exchange, interdealer quotation system or over-the-counter market. If the Company decides to seek the listing of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on which those securities will be listed. The Company intends to use the net proceeds from the sale of securities for general corporate purposes, which may include working capital, capital expenditures, research and development expenditures, clinical trial expenditures, commercial expenditures, debt service costs and repayment, acquisitions of new technologies, products or businesses, and investments. A full-text copy of the prospectus is available for free at: https://is.gd/pxEZiA About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com/-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. With the approval by the FDA on Oct. 12, 2018 of YUTIQ three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye, the Company has developed five of the six FDA-approved sustained-release treatments for eye diseases. EyePoint Pharmaceuticals incurred a net loss of $53.17 million for the year ended June 30, 2018, compared to a net loss of $18.48 million on $7.53 million for the year ended June 30, 2017. As of Sept. 30, 2018, the Company had $88.85 million in total assets, $41.15 million in total liabilities, and $47.70 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, the Company's auditor since 2008, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2018, stating that the Company's anticipated recurring use of cash to fund operations in combination with no probable source of additional capital raises substantial doubt about its ability to continue as a going concern. FC GLOBAL: 6 Proposals Approved at Annual Meeting ------------------------------------------------- FC Global Realty Incorporated convened its annual meeting of stockholders on Nov. 29, 2018, at which six proposals were put to the stockholders, all of which were then approved by the stockholders. The Stockholders: (1) approved the transactions contemplated by that certain remediation agreement, dated Sept. 24, 2018, among the Company, Opportunity Fund I-SS, LLC, Dr. Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror, including the issuance of shares of the Company's common stock upon the conversion of shares of preferred stock that have been issued thereunder; (2) authorized the Company's Board of Directors, in its discretion, to implement one or more reverse stock splits of the shares of the Company's common stock at an exchange ratio of not less than 1-for-2 and not more than 1-for-15 at any time prior to the Company's 2019 annual meeting of stockholders by filing an amendment to the Company's Amended and Restated Articles of Incorporation; (3) adopted the FC Global Realty Incorporated 2018 Equity Incentive Plan to provide for long-term incentives in the form of grants of stock, stock options and other forms of incentive compensation to officers, employees, directors and consultants; (4) elected five nominees to the Company's Board of Directors to serve until the next annual meeting of the Company's stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal, namely: Richard Leider, Dennis M. McGrath, Kristen E. Pigman, Dr. Dolev Rafaeli, and Michael R. Stewart; (5) ratified the appointment of Fahn Kanne & Co. Grant Thornton Israel to serve as the Company's independent registered public accounting firm for the year ending Dec. 31, 2018; and (6) approved the adjournment of the Annual Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposals described above. About FC Global Realty Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated (and its subsidiaries) founded in 1980, is transitioning from its former business as a skin health company to a company focused on real estate development and asset management, concentrating primarily on investments in high quality income producing assets, hotel and resort developments, residential developments and other opportunistic commercial properties. The company is headquartered in New York. As of Sept. 30, 2018, the Company had $5.36 million in total assets, $4.62 million in total liabilities, and $740,000 in total stockholders' equity. The report from the Company's independent accounting firm Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred net losses for each of the years ended Dec. 31, 2017 and 2016 and has not yet generated any revenues from real estate activities. As of Dec. 31, 2017, there is an accumulated deficit of $134.45 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FIRST BAPTIST: Case Summary & 5 Unsecured Creditors --------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- First Baptist Housing Development Corporation 18-05719 504 West 2nd Street Lumberton, NC 28358 First Baptist Housing Development Corporation II 18-05720 504 West 2nd Street Lumberton, NC 28358 Business Description: The Debtors are lessors of real estate headquartered in Lumberton, North Carolina. First Baptist Housing Development Corporation is the fee simple owner of a property located at 40 Marion Road Lumberton, NC, having a current value of $746,200. First Baptist Housing Development Corporation II is the fee simple owner of a property located at 40 Marion Road Lumberton, NC, with a tax records valuation of $1.12 million. Chapter 11 Petition Date: November 28, 2018 Court: United States Bankruptcy Court Eastern District of North Carolina (Fayetteville) Judge: Hon. David M. Warren Debtors' Counsel: William H. Kroll, Esq. STUBBS & PERDUE, P.A. 9208 Falls of Neuse Road, Suite 201 Raleigh, NC 27615 Tel: 919 870-6258 Fax: 919 870-6259 Email: efile@stubbsperdue.com - and - Trawick H. Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: 252 633-2700 Fax: 252 633-9600 Email: tstubbs@stubbsperdue.com First Baptist Housing Development Corporation's Total Assets: $809,956 First Baptist Housing Development Corporation's Total Liabilities: $2,037,191 First Baptist Housing Development Corporation II's Total Assets: $1,177,945 First Baptist Housing Development Corporation II's Total Liabilities: $3,221,024 The petitions were signed by Wixie D. Stephens, chairwoman. A full-text copy of First Baptist Housing Development Corporation's petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/nceb18-05719.pdf A full-text copy of First Baptist Housing Development Corporation II's petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/nceb18-05720.pdf FIRSTENERGY SOLUTIONS: Exelon Seeks to Enforce Retail Energy Sale ----------------------------------------------------------------- BankruptcyData.com reported that Exelon Generation Company, LLC (Buyer) filed a complaint against debtor FirstEnergy Solutions Corp. (FES or Seller) seeking a declaratory judgment and injunctive relief. The complaint alleges, "Exelon and FES entered into an Asset Purchase Agreement dated July 9, 2018, pursuant to which Exelon agreed to purchase and FES agreed to sell (the 'Transaction') certain of FES's assets comprising its retail energy business (the 'Purchased Assets'), subject to the terms and conditions of the [Asset Purchase Agreement] APA, including approval by this Court of the Bidding Procedures Order, APA, and Sale Order. Exelon's declaration that FES is in material breach of its obligations under the APA and FES's denial of the same create an actual controversy regarding their legal rights under the APA, particularly regarding FES's right -- or loss of the right -- to terminate the APA under Sections 10.01(b) and/or 10.01(d)(ii). "Exelon is entitled to a judicial declaration that FES has failed to use commercially reasonable efforts to obtain a Sale Order by November 6, 2018, in material breach of Section 7.13(a)(iii) and that it has failed to use reasonable best efforts to consummate the Transaction as promptly as practicable in material breach of Section 7.01 of the APA such that FES cannot terminate the APA under Sections 10.01(b) and/or 10.01(d)(ii). Exelon is entitled to injunctive relief maintaining the status quo and preventing FES from purporting to terminate the APA under Sections 10.01(b) and/or 10.01(d)(ii) on grounds that the Closing has not occurred or cannot occur by December 31, 2018. "In addition, if FES is permitted to continue its commercially unreasonable delay past the End Date or otherwise allege that consummating the Transaction has become impossible and FES is not enjoined from exercising its purported termination rights under Sections 10.01(b) and/or 10.01(d)(ii), FES could seek to purportedly terminate the APA under Sections 10.01(b) and/or 10.01(d)(ii) despite being in material breach of the APA and deny Buyer the opportunity to purchase the Purchased Assets." About FirstEnergy Solutions Corp. Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. FLORIDA MICROELECTRONICS: Hires Haile Shaw as Special Counsel ------------------------------------------------------------- Florida Microelectronics, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida (West Palm Beach) to hire Terry Resk, Esq. of Haile Shaw & Pfaffenberger, P.A. as special counsel. The Debtor is currently involved in a breach of contract lawsuit in Palm Beach County, Florida, matter of Florida MicroElectronics, LLC v. AG Manufacturing, Inc., Case no. 201-CA-012218, where AG Manufacturing, Inc., placed a large order for the Debtor's product and has failed to make payments. Terry Resk, Esq. and the law firm Haile, Shaw & Pfafeenberger, P.A. were hired to represent the Debtor in that lawsuit, and filed a lawsuit on behalf of the Debtor prior to the petition and are in the best position to prosecute that case. The Debtors have agreed to pay the firm $385.00 per hour for legal services by Terry Resk, Esq. Terry Resk, Esq., shareholder of Haile, Shaw & Pfafeenberger, P.A., attests that her firm is disinterested as defined in 11 U.S.C. Sec. 101(14). The counsel can be reached at: Terry Resk, Esq. Haile, Shaw & Pfafeenberger, P.A. 660 U.S. Highway One, Third Floor North Palm Beach, FL 33408 Tel: 561-627-8100 Fax: 561-622-7603 Email: tresk@haileshaw.com About Florida Microelectronics Florida Microelectronics, LLC, is a contract manufacturer that provides manufacturing services which include electronic and mechanical design and fabrication for a wide range of industry applications, from basic components to complex, turnkey systems, including kiosk assemblies. On Nov. 5, 2018, Florida Microelectronics filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23807) on Nov. 5, 2018, listing under $1 million in assets and liabilities. Craig I. Kelley, Esq. at Kelley & Fulton, PL, represents the Debtor. FMTB BH: Taps Stahl & Zelmanovitz as Special Litigation Counsel --------------------------------------------------------------- FMTB BH LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Stahl & Zelmanovitz as its special litigation counsel effective as of the November 15, 2018, with respect to the adversary proceeding FMTB BH LLC v. 1988 Morris Avenue, LLC, et al., Adv. Pro. 18-1052-cec. S&Z will charge and bill the Debtor for services rendered and to be rendered in connection with the Removed Litigation an hourly rate of $450 per hour for partners, $350 per hour for of counsel, $300 to $350 per hour for associates, and $200 per hour for paraprofessionals, plus reimbursement of actual, necessary expenses and other charges incurred by S&Z. Joseph Zelmanovitz, Esq., member of Stahl & Zelmanovitz, attests that neither he nor S&Z holds nor represents any interest adverse to the Debtor in the matters upon which they are to be engaged; and that S&Z, its counsel and associates, are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph Zelmanovitz, Esq. Stahl & Zelmanovitz 747 Third Avenue New York City, NY 10017 Phone: +1-212-826-6363 About FMTB BH LLC FMTB BH LLC is a company currently under contract to purchase five separate real properties located at 1821 Topping Avenue, Bronx New York, which is owned by 1821 Topping Avenue LLC; 1974 Morris Avenue, Bronx, New York, which is owned by 1974 Morris Avenue LLC; 1988 Morris Avenue, Bronx, New York, which is owned by 1988 Morris Avenue LLC; 770 Beck Street, Bronx, New York, which is owned by 700 Beck Street LLC; and 1143 Forest Avenue, Bronx, New York, which is owned by 1143 Forest Avenue LLC. The five properties have a combined purchase price of $3.10 million. The Debtor's filing was precipitated by its need to close on the contracts of sale for the properties or risk losing its $845,000 deposit, in addition to paying back its creditors, which it cannot do without closing on the properties. FMTB BH sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42228) on April 23, 2018. In the petition signed by Martin Ehrenfeld, managing member, the Debtor disclosed $3.94 million in assets and $1.23 million in liabilities. Judge Carla E. Craig presides over the case. Fred B. Ringel, Esq. at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the Debtor's counsel. GARDNER-WEBB UNIVERSITY: Moody's Rates New $24MM Revenue Bonds Ba1 ------------------------------------------------------------------ Moody's Investors Service has assigned an initial Ba1 to Gardner-Webb University, NC's proposed $24 million Educational Facilities Revenue Bonds, Series 2018 to be issued by the Public Finance Authority. The bonds are expected to be fixed-rate and amortize over a 13-year period with a final maturity in 2032. The outlook is stable. RATINGS RATIONALE Assignment of an initial Ba1 reflects Gardner-Webb University's good financial flexibility with favorable liquidity and a low debt burden relative to financial reserves. At the Ba1, spendable cash and investments provide a relatively solid 1.9x cushion to debt. Monthly liquidity also covers 168 days of operating expenses. These relatively strong levels of liquidity and reserves provide the university with financial flexibility as it works to stabilize enrollment, restore net tuition revenue growth, and balance operations. While Gardner-Webb maintains some market distinction as a private, Christian Baptist university in the broader Charlotte, North Carolina area, recent years of significant enrollment and net tuition revenue declines underscore material competitive pressures and highlight only fair strategic positioning. The university is very highly dependent on net tuition revenue, with modest philanthropic support and only moderate endowment income providing some revenue diversity. Despite solid financial management, operating deficits will likely persist through at least fiscal 2019 as revenue softens further. Favorably, there are no additional debt plans and principal amortization will be regular following the proposed issuance, with debt fully paid down over 13 years. RATING OUTLOOK The stable outlook reflects its expectation of preservation of favorable liquidity and a solid cushion of spendable cash and investments relative to debt. The outlook also incorporates some stabilization of the university's market position as it pursues a variety of programmatic investments and enrollment management techniques. Smooth transition of executive leadership following the retirement of the university's long-serving president will be critical to future credit momentum as the university positions itself in an evolving market. FACTORS THAT COULD LEAD TO AN UPGRADE - Material strengthening in student demand resulting in sustained revenue growth above 3% - Significant improvement in operating cash flow margins and debt service coverage - Sizeable increase in flexible reserves relative to debt and operating expenses FACTORS THAT COULD LEAD TO A DOWNGRADE - Failure to stabilize enrollment and restore net tuition revenue growth - Material contraction in monthly days cash on hand - Significant deterioration in operating performance LEGAL SECURITY The proposed Series 2018 revenue bonds, which represents all pro forma debt, will be secured by university revenue and a mortgage on its College of Health Sciences. The bonds are expected to have a debt service reserve fund amounting to $2.5 million. The bonds are expected to be subject to a 1.1x debt service coverage covenant to be tested annually. In fiscal 2018, a year in which debt service amounted to $3.8 million, the university recorded 1.2x debt service coverage. Going forward, Moody's expects coverage to strengthen, largely due to a leveling off of pro forma debt service at around $2.3 million annually. Should the university fail to meet the debt service coverage requirement, it would be required to retain the services of an independent consult to restore compliance. Bondholders would only have to ability to accelerate repayment on the bonds if debt service coverage were to fall below 1.0x during the fiscal year or the university were to fail to comply with the 1.1x coverage requirement for two consecutive years. Bondholders also benefit from a negative pledge on the university's core campus and revenue. USE OF PROCEEDS Proceeds from the proposed 2018 bonds will be used to refinance all of the university's outstanding debt, fund a debt service reserve fund, and pay issuance costs. PROFILE Gardner-Webb University is a small, private Christian university with its primary campus situated about 50 miles west of Charlotte. Originally founded in 1905, GWU is a Baptist affiliated university that offers undergraduate, graduate, and doctoral level programming. The university also serves a relatively large cohort of degree completion students. Combined, fall 2018 enrollment amounted to 2,970 full-time equivalent students and fiscal 2018 operating revenue totaled $63 million. GEORGETOWN LANDING: Case Summary & 7 Unsecured Creditors -------------------------------------------------------- Debtor: Georgetown Landing, LLC fdba TT Hunter and Company, Inc. 114 Plantation Boulevard Jacksonville, NC 28540 Business Description: Georgetown Landing, LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). Georgetown Landing owns in fee simple 35.866 acres of land on Conover Street with frontage along the New River in Jacksonville, North Carolina, Onslow County. The Property has an appraised value of $4.45 million. Chapter 11 Petition Date: November 28, 2018 Court: United States Bankruptcy Court Eastern District of North Carolina (New Bern) Case No.: 18-05732 Judge: Hon. Joseph N. Callaway Debtor's Counsel: George M. Oliver, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC PO Box 1548 New Bern, NC 28563 Tel: 252 633-1930 Fax: 252 633-1950 Email: george@olivercheek.com Total Assets: $4,456,400 Total Liabilities: $2,211,690 The petition was signed by Janet Johnson-Hunter, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/nceb18-05732.pdf GREEN ISLAND: Moody's Alters Outlook on B1 Bond Rating to Stable ---------------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 rating on Green Island Power Authority, NY's $12.9 million outstanding revenue bonds. The outlook is revised to stable from negative. RATINGS RATIONALE Green Island Power Authority's (GIPA) Ba1 reflects its second full year under service agreements with Albany Engineering Corp (AEC) resulting in improved operating performance and stability in debt service coverage levels which Moody's expects to continue through 2019. In 2016 GIPA entered into a revenue sharing lease agreement with AEC to operate and maintain the hydroelectric facility in exchange for a portion of debt service payments. Separately during the same period, GIPA entered into a contract-for-differences agreement with AEC hedging against wholesale power prices for supplemental power purchased from the New York System Independent Operator (NYISO). For the second year in a row, GIPA has met its bond indenture rate covenant of 1.15x debt service coverage, however the lack of headroom above the bond covenant reflects the small margin for error under the financial structure. In addition, GIPA is constrained by its rate regulated status, ability to raise rates within a timely manner, and exposure to counterparty risk with AEC, as well as concerns regarding governance. The credit profile of GIPA also incorporates the intrinsic value of the hydro asset which is likely greater than the amount of debt outstanding. Additional consideration is given to the lease agreement with AEC that extends past the life of the debt. RATING OUTLOOK The outlook revision to stable reflects its expectation that GIPA will satisfy bond indenture rate covenant requirements and that credit metrics will continue to demonstrate stable trends under the financial structure with AEC. FACTORS THAT COULD LEAD TO AN UPGRADE - Debt service coverage levels reach 1.25x or above on a sustained basis - Liquidity above 150 days cash on hand for a sustained period FACTORS THAT COULD LEAD TO A DOWNGRADE - Decrease in days cash on hand below 90 days for a sustained period - Termination of the lease agreement of the hydroelectric facility without commensurate increase in base rates to support debt service LEGAL SECURITY Net power system revenues. The indenture includes a 1.15x rate covenant and provision for a cash funded debt service reserve at maximum annual debt service. The rate covenant incorporates draws from and contributions to GIPA's rate stabilization account and is also based on a budgeted amount. Moody's considers these provisions as diluting the strength of the rate covenant. PROFILE GIPA is a small electric distribution and hydroelectric generating utility (1,600 total customers) that serves the electric needs of the Village of Green Island comprising three islands on the Hudson River approximately 9 miles north of Albany. GIPA owns and operates a run-of-the-river 6 MW hydroelectric facility and a distribution system to provide low-cost power to its residential, commercial, industrial and municipal users. METHODOLOGY The principal methodology used in these ratings was US Public Power Electric Utilities With Generation Ownership Exposure published in November 2017. GROW & LEARN: Seeks to Hire Hill Wallack as Special Counsel ----------------------------------------------------------- Grow & Learn with Me, LLC d/b/a Gymboree Play & Music Hillsborough, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Hill Wallack LLP, as its special counsel. Grow & Learn requires Hill Wallack to provide necessary court appearances, research, preparation and drafting of pleadings and other legal documents, hearing preparation and related work, and negotiations and advice with respect to its bankruptcy case. Hill Wallack will be paid at these hourly rates: Partners $495 Associates $350 Paralegals $140 Hill Wallack will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan M. Goldman, Esq., partner of Hill Wallack LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hill Wallack can be reached at: Evan M. Goldman, Esq. HILL WALLACK LLP, 21 Roszel Road Princeton, NJ 08540 Tel: (609) 924-0808 About Grow & Learn with Me, LLC d/b/a Gymboree Play & Music Hillsborough Grow & Learn With Me, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-31315) on Oct. 26, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Michael B. Kaplan presides over the case. The Debtor tapped Giordano Halleran & Ciesla, P.C. as its general legal counsel and Hill Wallack LLP as special counsel. GUILBEAU MARINE: Hires Pontchartrain Capital as Financial Advisor ----------------------------------------------------------------- Guilbeau Marine, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Pontchartrain Capital, LLC, as its financial advisor. Guilbeau Marine expects Pontchartrain Capital to provide it assistance in obtaining financing, restructuring debt, reorganization of the corporate balance sheet, and the procurement of the Debtor-in-Possession financing in the Chapter 11 bankruptcy case. Pontchartrain Capital will be paid these fees: a. Success fee of 5% of any capital (i.e. equity, non-bank debt, bank debt, subordinate debt, lines of credit, preferred equity, senior loans, personal loans, etc.); b. Success fee of 5% of any assets which are sold to a Pontchartrain Capital contact; c. Success fee of 20% of any discount that Pontchartrain Capital negotiates on behalf of the Debtor; and d. Hourly advisory fee of $450 per hour, capped at $15,000. Pontchartrain Capital will also be reimbursed for reasonable out-of-pocket expenses incurred. Mike Hammer, principal of Pontchartrain Capital, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Pontchartrain Capital can be reached at: Mike Hammer PONTCHARTRAIN CAPITAL, LLC 729 Camp Street New Orleans, LA 70130 Tel: (504) 523-7400 About Guilbeau Marine, Inc. Guilbeau Marine, Inc., based in Golden Meadow, LA, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-12409) on Sept. 11, 2018. In the petition signed by Anthony Guilbeau, Jr., president, the Debtor estimated $1 million to $10 million in assets and liabilities. Frederick L. Bunol, Esq., of The Derbes Law Firm, L.L.C., serves as bankruptcy counsel and Pontchartrain Capital, LLC, acts as financial advisor. HAYES & HAYES: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor: Hayes & Hayes Enterprises, LLC 596 Central Street Hudson, NC 28638 Business Description: Hayes & Hayes Enterprises, LLC owns six commercial lot properties located in Hudson, North Carolina having a total current value of $ 821,079. Chapter 11 Petition Date: November 30, 2018 Court: United States Bankruptcy Court Western District of North Carolina (Statesville) Case No.: 18-50750 Judge: Hon. Laura T. Beyer Debtor's Counsel: Robert P. Laney, Esq. MCELWEE FIRM, PLLC 906 Main Street North Wilkesboro, NC 28659 Tel: (336) 838-1111 E-mail: blaney@mcelweefirm.com Total Assets: $821,110 Total Liabilities: $3,460,509 The petition was signed by John W. Hayes, member/manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/ncwb18-50750.pdf HELIX GEN: Moody's Cuts Ratings on Sr. Sec. Credit Loans to Ba3 --------------------------------------------------------------- Moody's Investors Service downgraded the ratings assigned to Helix Gen Funding LLC's senior secured credit facilities to Ba3 from Ba2. The rating outlook is stable. This rating action concludes the review for possible downgrade that was initiated in August 2018. RATINGS RATIONALE The downgrade to Ba3 was driven by the decision of LS Power Equity Partners III, L.P. (LS Power), Helix's sole sponsor, to execute dispositions of three assets to LS Power affiliates during the summer of 2018, leaving the 2,100 megawatt Ravenswood Energy Complex (Ravenswood) in New York City as the issuer's sole asset and source for debt repayment. The asset dispositions, which are allowed under the credit facilities, reduced the geographic and market diversification aspects of the issuer, a feature which underpinned Helix's prior Ba2 rating. The asset dispositions were accompanied by a $654 million reduction to Helix's senior secured term loan due 2024 consistent with the terms of the credit facilities leaving the Ravenswood as the sole source of cash flow for the remaining $895 million of term loan debt. Ravenswood is the largest source of in-city generation for New York City and remains strategically important. The rating action also considered positive developments for New York City assets which could provide support for future capacity prices in NY Zone J, a key source of revenues and cash flow for Ravenswood. While capacity prices have been pressured for several years owing to lower forecasted peak load demand and reduced NYISO determined LCR or Locational Minimum Installed Capacity Requirements, several developments have occurred which Moody's believes support the prospect for higher capacity prices. For one, the expected retirement of the 2 GW Indian Point Energy Center nuclear power plant in Westchester County should provide some capacity price support during 2020. Additionally, Moody's believes that the continued outage of a transmission line from New Jersey to New York City coupled with increased forecasted peak load demand on a year-over-year basis will cause capacity price recovery during the summer of 2019. In fact, the challenges around addressing NY-NJ transmission line outage and the increase in forecasted peak demand have caused the NYISO to increase their LCR assumptions potentially causing summer 2019 capacity pricing to be $13 kW-month. By comparison, summer 2018 pricing was between $9-10 kW-month. For a plant like Ravenswood, this change along could increase revenues and cash flow by approximately $35 million. While the NYISO changes are not yet official determinations, they are tangible developments which support the prospects for a recovery in capacity prices. Moody's forecasted key financial metrics for Helix over the three year period of 2019 through 2021 suggest debt service coverage in excess of 2.0x and annual debt to-EBITDA in a range of 5.0-6.0x. These ranges are considered appropriate for a low Ba rating. Forecasted debt at maturity is expected to be in a range of $650-700 million, which Moody's believes will represent some but manageable refinancing for Helix given the critical importance of Ravenswood. The rating action also considered Helix's access to ample liquidity. Even after the asset dispositions Helix's committed revolving credit facility due June 2022 remains unchanged at $175 million providing ample and lengthy liquidity support should a need arise. Rating Outlook The stable outlook assumes sound operating performance, strengthened prospects for capacity revenue in 2019 allowing for a debt service coverage ratio of around 2.0x. What could move the rating up Given the single asset nature of Helix, the related age of the asset and the remaining debt quantum, limited prospects exist for the rating to be upgraded . That said, the rating could be upgraded should Helix repay substantially greater debt than expected enabling it to generate financial results that produces debt-to-EBITDA of less than 5.0x and project cash from operations to adjusted debt in excess of 12% on a sustained basis. What could move the rating down The rating could be downgraded if Ravenswood encounters major operational difficulties or if increased capacity pricing does not materialize, causing debt-to-EBITDA in excess of 6.0x and project cash from operations to adjusted debt less than 5% on a sustained basis. HOOPER HOLMES: Committee Taps CKR Law as Special Litigation Counsel ------------------------------------------------------------------- The Official Committee of Unsecured Creditors of Hooper Holmes, Inc., d/b/a Provant Health, and its affiliated debtors seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to retain CKR Law LLP as special litigation counsel to the Committee, nunc pro tunc to Nov. 6, 2018. CKR as special litigation counsel will prosecute certain claims and causes of action against the Debtors' prepetition equity sponsor, Century Equity Partners, and certain funds and individuals affiliated with Century. The Committee proposes to compensate CKR for the matters pursued on a contingency fee basis, based on recoveries realized by the Debtors' estates, based on the stage of the matter at the time of recovery as follows: a) The CKR Fee will be 20% for all Recoveries obtained from the inception of CKR's work on the matter through filing and adversary proceeding against such defendant and prior to the filing of a responsive pleading; b) The CKR Fee will be 25% for all Recoveries obtained from the time that the defendant files a pre-answer motion to dismiss and prior to a ruling on the motion; c) The CKR Fee will be 30% for all Recoveries obtained as of the earlier of (i) the Court's ruling on a motion to dismiss, or (ii) the filing of an answer to the complaint, and prior to the close of discovery; and d) The CKR Fee will be 35% for all Recoveries obtained from the close of discovery through the conclusion of the matter. David M. Banker, member of the law firm of CKR Law LLP, attests that CKR is a "disinterested person" within the meaning of Section 101(14) of Title 11 of the United States Code. The counsel can be reached through: David M. Banker, Esq. CKR Law LLP 1330 Avenue of the Americas, 14th Floor New York, NY 10019 Phone:(212) 259-7305 Email: DBanker@CKRLaw.com About Hooper Holmes Headquartered in Olathe, Kansas, Hooper Holmes, Inc., provides comprehensive health and well-being programs offered through organizations' sponsorship. Hooper Holmes, founded in 1899, is a publicly-traded New York corporation (OTXQX: HPHW). In 2015, Hooper Holmes acquired substantially all of the assets of Accountable Health Solutions, Inc. In 2017, Hooper Holmes merged with Provant Health Solutions, LLC. Hooper Holmes, Inc., and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23302) on Aug. 27, 2018. Hooper Holmes reported total assets of $30,232,000 and total debt of $46,839,000 as of June 30, 2018. The Hon. Robert D. Drain is the case judge. Foley & Lardner LLP, led by Richard J. Bernard, John P. Melko, Jill Nicholson, and Geoff Goodman, serves as counsel to the Debtors. The Debtors also tapped Halperin Battaglia Benzija, LLP, as their conflicts counsel; Spencer Fane LLP as securities counsel; Phoenix Management Services as financial advisor; Raymond James & Associates, Inc., as investment banker; and Epiq Corporate Restructuring, LLC, as claims agent. On Sept. 6, 2018, an official committee of unsecured creditors was appointed in the Debtors' cases. The committee tapped Brown Rudnick LLP as its legal counsel. HOUTEX BUILDERS: $2.6M Sale of The Woodlands Property to Otto OK'd ------------------------------------------------------------------ Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Southern District of Texas authorized HouTex Builders, LLC's sale of the real property known as 3 Thornblade Circle, The Woodlands, Texas, together with (i) improvements, fixtures and all other property owned by the Debtor and located on or in the property, and (ii) all rights, privileges and appurtenances thereto, including but not limited to: permits, easements, and cooperative and association memberships, to Boris Alain Otto for $2,575,000. The sale is free and clear of all liens, claims, and other interests. All other liens or other interests in or on the Property attach to the net cash proceeds of the Sale. Except for RE/MAX Carlton Woods, no broker or party has a claim to any commission, broker's fee, finder's fee, or similar fee as a result of having negotiated the New Home Contract for, or on behalf of, the Debtor or the Buyer. A certified copy of the Order may be filed with the appropriate clerk and/or recorded with the recorder of any state, county, or local authority to act to cancel any of the liens and claims of record except the Permitted Exceptions. The Debtor is authorized to pay from the Sale proceeds the broker's commission owed to RE/MAX Carlton Woods, any pro-rations required under the New Home Contract, any specific repairs required under the New Home Contract, any closing costs required to be paid by the Debtor under the New Home Contract, and any other reasonable and necessary closing cost. At the Closing, the title company will indefeasibly pay the total amount due to Spirit of Texas Bank ("SOTB")'s on account of its First Lien Note. Such proceeds will be applied to SOTB claim against the Debtor in an amount equal to the outstanding balance of the principal, interest, and other amounts owed by Debtor to SOBT on account of the First Lien Note. Any remaining Net Sale Proceeds after satisfaction of the First Lien Note will remain in the Debtor's post-petition bank account until a determination is made as to the priority and validity of the remaining liens asserted against the Property. Such liens, claims, or other interests, if any, attach to such net cash proceeds. Notwithstanding any provision in the Bankruptcy Rules to the contrary, the terms of the Order will be immediately effective and enforceable upon its entry and not subject to any stay, notwithstanding the possible applicability of Bankruptcy Rule 6004(h) or otherwise. About HouTex Builders Located at 17 Courtlandt Place, Houston, Texas 77006, HouTex Builders, LLC, and affiliates 415 Shadywood, LLC and 2203 Looscan Lane, LLC are privately held companies engaged in activities related to real estate. 2203 Looscan, LLC and 415 Shadywood, LLC, are special purpose entities established for the purpose of constructing new houses. 2203 Looscan, LLC and 415 Shadywood, LLC are each owned 100% by Charles C. Foster and Lily Foster. HouTex Builders, LLC, 415 Shadywood, LLC, and 2203 Looscan Lane, LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-34658) on Aug. 23, 2018. In the petitions signed by Charles C. Foster, manager, the Debtors each estimated assets and liabilities in the range of $1 million to $10 million and in the range of $1 million to $10 million. Judge Jeffrey P. Norman presides over the cases. The Debtors tapped Charles M. Rubio, Esq., at Diamond McCarthy, LLP, as counsel. INDUSTRIAL FABRICATORS: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Industrial Fabricators & Installers, Inc. 2231 A Centennial Rd. Salina, KS 67402 Business Description: Industrial Fabricators & Installers, Inc. is a privately held company in the stainless steel fabrication industry. The Company offers a broad range of services centered on the custom fabrication or modification of food handling, processing and packaging equipment, as well as various installation services. The Company is headquartered in Salina, Kansas. Chapter 11 Petition Date: November 29, 2018 Court: United States Bankruptcy Court District of Kansas (Kansas City) Case No.: 18-22462 Judge: Hon. Robert D. Berger Debtor's Counsel: Erlene W. Krigel, Esq. KRIGEL & KRIGEL, PC 4520 Main, Suite 700 Kansas City, MO 64111 Tel: (816) 756-5800 Email: ekrigel@krigelandkrigel.com Debtor's Financial Consultant: Eric Homolka Total Assets: $490,885 Total Liabilities: $1,995,929 The petition was signed by Marc R. McIntire, 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/ksb18-22462.pdf INGERSOLL FINANCIAL: Sale of Remaining Properties to SPA 2 Approved ------------------------------------------------------------------- Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida authorized Ingersoll Financial, LLC's sale of remaining properties to SPA 2, LLC. The final hearing on the Motion was held on Nov. 14, 2018. At the hearing, the Debtor announced its decision to exercise its option to withdraw properties listed in the Sale Procedures Order from the Auction Sale. Those properties removed from the Auction Properties are: (i) 758 N Spring Street, Wabash, Indiana 46992; (ii) 254 E 136th St, Chicago, Illinois 60601; and (iii) 1508 Park Ln, Ford Heights, Illinois 60411. The Debtor, through Braunco, Inc., conducted the Auction of the Auction Properties listed on Exhibit A. The Auction was held by sealed bids after reasonable and appropriate exposure to the market. SPA 2, LLC submitted the highest bid. The Successful Bidder entered into a binding Purchase and Sale Agreement. The sale of each of the Auction Properties is "as is, where is and with all faults," and the Successful Bidder has undertaken such investigation and inspections of the Auction Properties which it is purchasing as it deems necessary and appropriate and is relying solely on such inspections and examinations. The sale is free and clear of each claim that is junior to valid liens that are equal to or exceed the value of the Auction Property. The Auction Properties are sold free and clear (i) of the Fully Stripped Liens, and (ii) of each of the Disputed Liens as identified and listed as a Disputed Lien on Exhibit A, with each such Disputed Lien to attach at closing to the Disputed Lien Claim Reserve Account. The holders of Allowed Attached Liens will retain their liens and will be paid at closing. The Disallowed Claims identified and listed as Disallowed Claim on Exhibit A are disallowed, and their claims do not attach to the Auction Properties or the proceeds thereof. The Order will be effective when entered and will not be stayed pursuant to Federal Rule of Bankruptcy Procedure 6004(h). The Debtor is authorized to disburse the proceeds of the sale from the Auction according to the method and priorities set forth in the Sale Motion and in paragraph 21 of the Sale Procedures Order. Without limiting the generality of the foregoing, from the Gross Proceeds the Debtor is authorized: (a) to pay the Broker's fees consistent with the terms of the Sale Agreement and the May 11, 2018 Order Authorizing the Employment of Braunco, Inc. as Auctioneer; (b) to pay title and escrow fees to be borne by the Debtor under the terms of the Purchase Agreement and as authorized by the May 14, 2018 Order Authorizing Employment of BCHH, Inc. as Title Agent; (c) to fund the Claims Administration Reserve (as may be adjusted by agreement between the Debtor and RS Lending); (d) to pay Allowed Attached Liens, including real property taxes, as provided for in subparagraph 21(B) of the Sales Procedures Order; (e) to fund the Disputed Lien Claim Reserve Account, if any; (f) to pay the RS Lending Claims as set forth in subparagraph 21(C) of the Sales Procedures Order; and (g) to pay the United States Trustee the fees incurred based on Gross Proceeds. To the extent that the amount of property taxes due to local taxing authorities or tax certificate holders for any Auction Property is determined by the Title Agent to be higher or lower than those estimates listed in Exhibit A, the amounts payable for the respective non-tax Claims will be decreased or increased accordingly. A copy of the Exhibit A attached to the Order is available for free at: http://bankrupt.com/misc/Ingersoll_Financial_369_Order.pdf About Ingersoll Financial Headquartered in Orlando, Florida, The Ingersoll Group -- http://www.theingersollgroup.com/-- is a national private investment organization founded by Keith Ingersoll 12 years ago. The Group's investments are concentrated in a few primary sectors, including: real estate, sports management, business networking, digital enterprise, finance, hospitality and land development. The Ingersoll Group filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-07077) on Nov. 7, 2017. In the petition signed by Keith R. Ingersoll, president and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. Frank M. Wolff, Esq., at Frank Martin Wolff, P.A., is the Debtor's bankruptcy counsel; and BMC Group, Inc., as noticing agent. On Oct. 9, 2018, the Court confirmed the Debtor's Chapter 11 Plan of Liquidation. INPIXON: Regains Compliance with Nasdaq Minimum Bid Price Rule -------------------------------------------------------------- Inpixon announced that, on Nov. 28, 2018, it received a letter from the Nasdaq Stock Market LLC notifying the Company that it has regained compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq considers the matter closed. Inpixon received a letter from Nasdaq on May 17, 2018, indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days beginning on April 5, 2018 and ending on May 16, 2018, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million on $45.13 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million on $53.16 million of total revenues for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Inpixon had $12.99 million in total assets, $3.96 million in total liabilities and $9.02 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INPIXON: Stockholders Reject Proposal to Increase Authorized Shares ------------------------------------------------------------------- At the Nov. 30, 2018 continuation of the annual meeting of stockholders of Inpixon, proposal 3 to amend the Company's Articles of Incorporation to increase its authorized shares of common stock from 250,000,000 to 1,000,000,000 did not receive sufficient affirmative votes to be approved. Inpixon originally held its 2018 Annual Meeting on Oct. 31, 2018, at which the Company's stockholders voted on and approved Proposals 1, 2, 4, 5 and 6. Prior to voting on Proposal 3, the Annual Meeting was adjourned until Nov. 15, 2018 to allow additional time for voting on Proposal 3, which sought to approve an amendment to the Company's Articles of Incorporation to increase its authorized shares of common stock from 250,000,000 to 1,000,000,000. At the reconvened meeting on Nov. 15, 2018, the Annual Meeting was adjourned again until Nov. 30, 2018 to allow additional time for voting on Proposal 3. As of Oct. 8, 2018, the record date for the Annual Meeting, 61,571,995 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Nov. 30, 2018 continuation of the Annual Meeting, 38,193,700 shares of common stock were present in person or represented by proxy, which represented 62.03% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Inpixon had $12.99 million in total assets, $3.96 million in total liabilities and $9.02 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Nasdaq Noncompliance Inpixon received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on May 17, 2018, indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days beginning on April 5, 2018 and ending on May 16, 2018, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). J CREW GROUP: Incurs $5.7MM Net Loss in Third Quarter ----------------------------------------------------- J.Crew Group, Inc. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $5.69 million on $622.20 million of total revenues for the 13 weeks ended Nov. 3, 2018, compared to a net loss of $18.39 million on $564.52 million of total revenues for the 13 weeks ended Oct. 28, 2017. The third quarter this year reflects the impact of the benefit related to the lease termination payment. The third quarter last year reflects the impact of transformation costs and transaction costs. For the 39 weeks ended Nov. 3, 2018, the Company reported a net loss of $45.71 million on $1.75 billion of total revenues compared to a net loss of $157.86 million on $1.66 billion of total revenues for the 39 weeks ended Oct. 28, 2017. J.Crew sales increased 1% to $430.9 million. J.Crew comparable sales increased 4% following a decrease of 13% in the third quarter last year. Madewell sales increased 26% to $133.7 million. Madewell comparable sales increased 22% following an increase of 14% in the third quarter last year. Gross margin decreased to 38.3% from 40.4% in the third quarter last year. Selling, general and administrative expenses were $202.8 million, or 32.6% of revenues, compared to $201.0 million, or 35.6% of revenues in the third quarter last year. This year includes a $6.9 million benefit related to the lease termination payment in connection with our corporate office relocation. Last year includes transformation, transaction and severance costs of $13.3 million. Excluding these items, selling, general and administrative expenses were $209.7 million, or 33.7% of revenues, compared to $187.7 million, or 33.2% of revenues in the third quarter last year. Operating income was $32.7 million compared to $25.1 million in the third quarter last year. The third quarter this year reflects the impact of the benefit related to the lease termination payment. The third quarter last year reflects the impact of transformation costs and transaction costs. Adjusted EBITDA was $53.6 million compared to $68.4 million in the third quarter last year. As of Nov. 3, 2018, J.Crew Group had $1.39 billion in total assets, $2.58 billion in total liabilities, and a total stockholders' deficit of $1.19 billion. Cash and cash equivalents were $31.9 million compared to $49.2 million at the end of the third quarter last year. Inventories increased 55% to $565.5 million from $365.6 million at the end of the third quarter last year. Michael J. Nicholson, president and chief operating officer, commented, "The third quarter was highlighted by double-digit revenue growth and a solid early response to our relaunch of the J.Crew brand. We enter the fourth quarter with a renewed focus on growing profitability at J.Crew and fueling continued strong performance at Madewell. Overall, we believe we have a meaningful opportunity to drive EBITDA growth in 2019 through continued top-line momentum, gross margin expansion and a prioritization of expense management. Finally, I want to thank all of our associates for their contributions to the important work being done this year and for getting our brands ready for the holiday season." Cash used in operating activities of $175.7 million in the first nine months of fiscal 2018 resulted from: (i) changes in operating assets and liabilities of $223.9 million, primarily due to an increase in merchandise inventories as a result of an anticipated increase in revenues and an increase in wholesale accounts receivable, and (ii) a net loss of $45.7 million, partially offset by (iii) non-cash adjustments of $93.9 million. Cash used in operating activities of $12.8 million in the first nine months of fiscal 2017 resulted from: (i) a net loss of $157.9 million and (ii) changes in operating assets and liabilities of $32.8 million primarily due to seasonal working capital fluctuations, partially offset by (iii) non-cash adjustments of $177.9 million. Capital expenditures are planned at approximately $55 million for fiscal year 2018, including approximately $30 million for information technology enhancements, approximately $15 million for new stores and store improvements, and the remainder for warehouse improvements and general corporate purposes. Cash provided by financing activities of $136.7 million in the first nine months of fiscal 2018 resulted from (i) net borrowings under the ABL Facility, offset by (ii) quarterly principal repayments of the Term Loan Facility. Cash used in financing activities of $44.5 million in the first nine months of fiscal 2017 resulted primarily from (i) repayments pursuant to the Term Loan amendment, offset by (ii) the proceeds from Notes. A full-text copy of the Form 10-Q is available for free at: https://is.gd/oHrvGx About J.Crew Group J.Crew Group, Inc. -- http://www.jcrew.com/-- is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of Nov. 29, 2018, the Company operates 227 J.Crew retail stores, 127 Madewell stores, jcrew.com, jcrewfactory.com, madewell.com, and 175 factory stores (including 42 J.Crew Mercantile stores). J.Crew Group incurred a net loss of $124.95 million for the year ended Feb. 3, 2018, compared to a net loss of $23.51 million for the year ended Jan. 28, 2017. As of Aug. 4, 2018, the Company had $1.23 billion in total assets, $2.42 billion in total liabilities and a total stockholders' deficit of $1.18 billion. JONES ENERGY: Fir Tree Owns 2.9% Outstanding Class A Shares ----------------------------------------------------------- Fir Tree Capital Management LP disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Nov. 27, 2018, it beneficially owns 143,652 shares of Class A common stock of Jones Energy, Inc., constituting 2.9% based upon 4,971,044 shares of Class A Common Stock issued and outstanding as of Oct. 26, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended Sept. 30, 2018, filed with the SEC on Nov. 2, 2018. Fir Tree used a total of $5,483,456 to acquire the Class A Common Stock. The source of the funds used to acquire the shares of Class A Common Stock is the working capital of the Fir Tree Funds. From Nov. 27 through Nov. 29, 2018, Fir Tree sold a total of 140,210 Class A Common Stock in the open market through a broker. A full-text copy of the regulatory filing is available for free at https://is.gd/Tnx1kN About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. The Company's Chairman, Jonny Jones, founded its predecessor company in 1988 in continuation of his family's long history in the oil and gas business, which dates back to the 1920s. Jones Energy reported a net loss attributable to common shareholders of $109.4 million in 2017, a net loss attributable to common shareholders of $45.22 million in 2016, and a net loss attributable to common shareholders of $2.38 million in 2015. As of Sept. 30, 2018, Jones Energy had $1.78 billion in total assets, $1.24 billion in total liabilities, $93.45 million in series A preferred stock, and $449.26 million in total stockholders' equity. NYSE Noncompliance On March 23, 2018, the New York Stock Exchange notified the Company that it was non-compliant with certain continued listing standards because the price of the Company's Class A common stock over a period of 30 consecutive trading days had fallen below $1.00 per share, which is the minimum average closing price per share required to maintain a listing on the NYSE. The Company had chosen to move its Class A Shares to the OTCQX, which is the highest market tier operated by the OTC Markets Group, Inc. and provides the highest level of standards within the OTC Markets for investors. JUST TOYS CLASSIC: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Just Toys Classic Cars LLC as of Nov. 28, according to a court docket. About Just Toys Classic Cars Just Toys Classic Cars LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-06558) on Oct. 23, 2018. In the petition signed by Michael D. Smith, Jr., manager, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtor tapped BransonLaw, PLLC, as its legal counsel. KDC HOLDCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings said it assigns its 'B' issuer credit rating and stable outlook to KDC. The ratings on KDC reflects its small scale, below-average EBITDA margins, and operations in a highly competitive and fragmented beauty and personal care industry partially offset by the company's niche market position as a value-added partner to a broad range of established brands and diverse customers. S&P said, "At the same time, we assigned our 'B+' issue-level and '2' recovery ratings to the company's proposed US$525 million first-lien term loan. The '2' recovery rating reflects our expectation of substantial (70%-90%; rounded estimate 70%) recovery in the event of default. The proceeds from the proposed issuance will be used to finance a portion of the KDC acquisition purchase price. "Our ratings on KDC reflects our view of the company's small scale, below-average EBITDA margins, and operations in a highly competitive and fragmented beauty and personal care industry. Our ratings also incorporate the company's niche market position as a value-added contract partner to a broad range of customers and their brands, from premium prestige to independent and emerging brands. In addition, the ratings reflect KDC's high tolerance for financial risk as evidenced by its new owners' (Cornell Capital and other partners) desire to capitalize the company at about 5.5x adjusted debt-to-EBITDA. While we expect KDC to generate positive free operating cash flow (FOCF) driven by its low capital spending requirements, we anticipate adjusted FOCF-to-debt to remain weak at about 6%-8% over the next 12-24 months. "The stable outlook reflects our view that KDC's pro forma S&P Global Ratings-adjusted debt-to-EBITDA ratio of about 5.5x will improve to 5.0x in the next 18 months. Underlying our outlook is the assumption that new customer and program wins combined with cost efficiency measures will bolster profitability and help drive organic EBITDA growth of 3%-4% annually allowing for modest deleveraging. "We could lower the rating in the next 12 months if the S&P Global Ratings-adjusted debt-to-EBITDA ratio approaches 7x. In our view, the increase in leverage could be precipitated by more than 200 basis points of margin pressure stemming from the loss of a major customer, increased competition, or operational underperformance. Leverage could also increase if the owners pursue a more aggressive strategy than our base-case forecast. "Although unlikely in the near term, we could raise the rating if debt leverage improves to the mid-4x area and is sustained, and we are convinced that KDC will maintain a financial policy limiting leveraging transactions, such as debt-financed dividends or acquisitions." KDC provides value-added custom formulation and manufacturing solutions to established and emerging beauty, prestige and masstige beauty, personal care, and home health and industrial and auto care companies in North America. Services include product creation to contract manufacturing; KDC has 10 manufacturing facilities across North America and services more than 185 customers and 300 brands. KEMET CORP: Egan-Jones Hikes Senior Unsec. Ratings to BB -------------------------------------------------------- Egan-Jones Ratings Company, on November 21, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by KEMET Corporation to BB from BB-. KEMET Corporation was set up in 1919 and now is based in Fort Lauderdale, Florida. The company produces many kinds of capacitors, such as tantalum, aluminum, multilayer ceramic, film, paper, polymer electrolytic, and super capacitors. KENOY KENNEDY: $162K Sale of Terrell Property to Beundel Approved ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Kenoy Wayne Kennedy and Charressa Brooke Kennedy to sell the real property located at 116 Kennedy Drive, Terrell, Texas, described as Lot 9 Block E, The Terraces Phase 1-A, Revised, an Addition to the City of Terrell, Kaufman County, Texas, according to Map or Plat thereof recorded in Volume 2, Page 430, of the Plat Records of Kaufman County, Texas, to Jeffery Don Buendel for $162,000. The sale is free and clear of all liens, claims, and encumbrances, with such liens, claims, and encumbrances will attach to the proceeds of the sale. Notwithstanding the foregoing, the year of closing ad valorem tax liens will be expressly retained on the Property until the payment by the Buyer of the year of closing ad valorem taxes, plus any penalties or interest which may ultimately accrue thereon, in the ordinary course of business. From the proceeds of the sale the Debtors (and/or Ranger Title of Terrell, Texas, its agents, attorneys, and employees acting as escrow agent/officer to close the subject sale of the Property) is/are authorized and directed to: (a) pay usual and customary closing costs, including, but not limited to, the premium for the owner policy of title insurance for the insured amount equal to the Purchase Price, the Debtors' half of the escrow fee, etc.; (b) to the extent the same are valid and subsisting and encumber all or a portion of the Property, pay the holder of any of the Property Tax Liens an amount sufficient to secure the release of said liens for the tax years prior to 2018, along with providing the Buyer a credit against the Purchase Price for a pro rata share of the 2018 ad valorem taxes up through the date of the closing, however, if the 2018 ad valorem taxes are due and owing at the time of the closing, same will be paid from the proceeds of the sale and the Debtors will receive a credit from the Buyer for a pro rata share of the 2018 ad valorem taxes from the date of closing through the end of 2018; (c) pay a real estate commission of 6% of the Purchase Price for the Property (with such real estate commission to be shared by the Debtors’ real estate agent, and the real estate agent, if any, of the Buyer of the Property); (d) pay at the closing of the sale the balance of the sales proceeds (after payment of items (a) through (c)), to City Bank as payment towards the City Bank Lien in exchange for a recordable Partial Release of said lien; and (e) if City Bank's claim has been paid in full, pay to the Debtors the balance of the sales proceeds (after payment of items (a) through (d)) for distribution in accordance with further orders of the Court. The Debtors are authorized to remove from the DIP savings account held at Chase Bank $4,253 for reimbursement of repairs done on the Property prior to its sale. All remaining funds will stay in the Tax DIP Account in accordance with the Final Order (A) Authorizing Post Petition Use of Cash Collateral, and (B) Granting Adequate Protection to the Secured Parties, or further order of the Court. There will be no 14-day delay in the effectiveness of the Order of Sale. Kenoy Wayne Kennedy and Charressa Brooke Kennedy sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 18-31549) on May 1, 2018. The Debtors tapped Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, as counsel. KINNEY FARMS: Case Summary & 4 Unsecured Creditors -------------------------------------------------- Debtor: Kinney Farms, Inc. PO Box 1505 Bunnell, FL 32110 Business Description: Kinney Farms, Inc. is a privately held company in Bunnell, Florida in the agricultural industry. Chapter 11 Petition Date: November 30, 2018 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Case No.: 18-04194 Judge: Hon. Paul M. Glenn Debtor's Counsel: Scott W. Spradley, Esq. LAW OFFICES OF SCOTT W. SPRADLEY, P.A. P.O. Box 1 109 South 5th Street Flagler Beach, FL 32136 Tel: (386) 693-4935 Fax: (386) 693-4937 E-mail: scott@flaglerbeachlaw.com scott.spradley@flaglerbeachlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Walton J. Kinney, president/owner. 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/flmb18-04194.pdf KMG CHEMICALS: S&P Raises ICR to 'BB', Then Withdraws Rating ------------------------------------------------------------ In November 2018, Cabot Microelectronics Corp. completed its acquisition of KMG Chemicals Inc. All of KMG's debt has been repaid following the acquisition. S&P Global Ratings raises its issuer credit rating on KMG to 'BB', the same as the rating on Cabot Microelectronics Corp. The outlook is stable. S&P also raises the senior secured debt facility rating to 'BBB-' with a recovery rating unchanged at '1' and removed all ratings from CreditWatch. S&P subsequently withdraws all ratings on KMG at the company's request following repayment of its debt. KNOWLTON DEVLOPMENT: Moody's Assigns B2 CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service assigned a first time B2 Corporate Family Rating to Knowlton Packaging, Inc. and affiliates. The company is a subsidiary of Knowlton Development Corporation, Inc. a.k.a. KDC HoldCo, Inc. which will be a guarantor. Moody's also assigned a B2 rating to the first lien bank loan with Knowlton Packaging, Inc. and KDC US Holdings, Inc. as borrowers. KDC will be majority owned by Cornell Capital which together with co-investors, agreed to purchase the company in a leveraging transaction on October 26, 2018. The rating outlook is stable. Ratings Assigned: Knowlton Packaging, Inc. (with KDC US Holdings, Inc. as co-borrower on the bank facilities) Corporate Family Rating at B2 Probability of Default at B2-PD $75 million senior secured revolving credit facility expiring 2023 at B2 (LGD3) $525 million senior secured first lien term loan due 2025 at B2 (LGD3) Outlook Actions: Outlook, Assigned Stable RATINGS RATIONALE The B2 rating reflects KDC's growing presence as a value added contract manufacturer and partner to the North American beauty & personal care and home/industrial care industries. It also reflects its solid innovation capabilities, long standing customer relationships, and relatively low-risk business model due to raw material pass-through arrangements. At the same time, It also reflects moderately high financial leverage, some degree of customer concentration, and the risks associated with a relatively aggressive acquisition appetite. Moody's notes that the company has grown through acquisition and has not fully integrated disparate businesses from a systems perspective. This could create disruption should it choose to integrate systems in the future. Margins are thin on a reported basis but would be higher if the amount of costs that are passed through to customers were to be backed out of revenues. Moody's expects the company to maintain good liquidity and generate positive free cash flow over the next 12-15 months. The company has mandatory debt payments of approximately $5 million per year and access to a $75 million revolving credit facility which Moody's expects to remain undrawn at closing. The stable outlook reflects Moody's assumption that KDC will maintain solid operating performance. It also reflects Moody's assumption that the company will reduce debt to EBITDA leverage over the next 12 -- 18 months to under 5 times (incorporating Moody's adjustments) and to the mid-4 times range within about two years. The rating could be downgraded in the case of operational difficulties, debt funded shareholder returns or if the company undertakes new leveraging acquisitions before it has reduced leverage. Debt/EBITDA sustained over 6 times could lead to a downgrade. The rating could be upgraded as the company gains greater scale and diversification, demonstrates a track record of conservative financial policies, and if it maintains debt/EBITDA of 4 times or under. Knowlton Development Corporation will be merged into KDC HoldCo, Inc. at closing. KDC HoldCo, Inc. be a guarantor as will other material subsidiaries of the group. KDC is a value-added contract manufacturer to the beauty, personal care and home/industrial care companies in North America. It had total revenues of $800 million in its fiscal year ended April 30, 2018. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. KRUGER PRODUCTS: DBRS Lowers Sr. Unsecured Notes Rating to B(high) ------------------------------------------------------------------ DBRS Limited downgraded Kruger Products L.P.'s (KPLP or the Company) Senior Unsecured Notes (the Notes) to B (high) based on a Recovery Rating of RR6 from BB (low) and a Recovery Rating of RR5 and confirmed the Company's Issuer Rating at BB. All trends are Stable. The downgrade of the Notes reflects the structural subordination to KPLP's new senior secured credit facility, which caused a downgrade to the Recovery Rating to RR6 from RR5 and in turn led to a one-notch downgrade on the Notes. These rating actions remove the Company's ratings from Under Review with Negative Implications where they were placed on August 22, 2018, when Kruger announced its plan to invest $575 million in a tissue plant in Sherbrooke, Quebec, that features a through-air-dry (TAD) machine (the TAD2 Project). At the time, the structure, terms and conditions of the financing package had not been finalized. The confirmation of the Issuer Rating reflects the business benefits of the TAD2 Project, including future improvements to the business risk profile once the project fully ramps up, as it will allow KPLP to increase and rebalance its premium tissue capacity across North America and increase its offering of tissue products, which is expected to help KPLP maintain its strong market position in Canada and continue to expand in the U.S. premium private label market. On November 19, 2018, Kruger announced that the TAD2 Project would be financed by the following: (1) Credit facilities of USD 198 million and $123.5 million (together, the Project Facility) issued by certain unrestricted subsidiaries of KPLP; (2) A convertible debenture of $105 million issued by Kruger Products Sherbrooke Inc. (KPSI; the entity that will construct and operate the TAD2 Project); (3) A senior secured credit facility of USD 48.8 million (the Nordea 2 Facility) issued by KPLP; and (4) An accounts receivable securitization facility of $50 million (the Factoring Facility) issued by KPLP. KPLP will use funds from the Nordea 2 Facility and the Factoring Facility as well as cash on hand to fund a $125 million equity investment in KPSI; half will have been funded at the close of the financing package, and the remainder will be funded over the next two years. The Project Facility is non-recourse to KPLP. The confirmation of the Issuer Rating is based on there being no material change initially to the Business Risk Assessment factors of KPLP with a potential benefit over the medium term. Construction of the TAD2 Project is expected to begin in early 2019, and the plant is anticipated to begin production in early 2021. At maturity, the TAD2 Project will produce approximately 70,000 metric tons per annum of bathroom tissue and paper towels to increase KPLP's offering of tissue products under the Cashmere, Sponge Towels and Purex brands. Along with the existing TAD location in the United States, the TAD2 Project will allow the Company to increase and rebalance its premium tissue capacity across North America, which is expected to help Kruger maintain its strong market position in Canada and continue to expand in the U.S. premium private label market. Following ramp-up and after leverage thresholds are met at K.T.G. (USA) Inc. (KTG)/KPSI, the TAD 2 Project will generate equity income, and dividends could flow up to KPLP. In the course of its analysis of establishing an Issuer Rating on KPLP, DBRS excludes subsidiaries that are unrestricted and non-recourse to KPLP in its financial metric analysis (using the deconsolidated financial statements of KPLP). Previously, the major excluded entity was limited to KTG, which held TAD1, but now also includes KPSI, which holds the TAD2 Project. For more information, please see the Organizational Structure section of the related presale report dated April 16, 2018. Despite an increase in debt from the funding package for the TAD2 Project, DBRS expects KPLP's financial profile to remain acceptable for the current rating. On a pro forma basis for the transaction, leverage increases to approximately 4.3 times (x) from 3.7x at the last 12 months (LTM) ended Q2 2018. DBRS expects KPLP's cash flow from operations to track operating income and increase toward $85 million over the near to medium term. Capex outlay is expected to be between the $30 million to $35 million range, with approximately $25 million allocated to routine asset maintenance and the remainder to expansionary initiatives. DBRS expects KPLP's per-share dividend to remain stable but expects cash dividend outlay to decrease, as Kruger Inc. announced its DRIP participation will rise to 75% from 50%, previously. As a result of the above, DBRS does not expect KPLP to generate a meaningful level of free cash flow. DBRS expects KPLP will use any free cash flow primarily for mandatory debt repayments, such as the Nordea 1 facility, which is set to mature in December 2019. As such, KPL's credit metrics are expected improve back toward a range acceptable for the rating and toward 3.5x over the next two years, supported by modest EBITDA growth. Should KPLP be challenged to return to and maintain credit metrics in a range considered acceptable for the current BB rating (i.e., lease-adjusted debt-to-EBITDAR below 4.0x) as a result of weaker operating performance and/or more-aggressive-than-expected financial management, a negative rating action could result. That said, the TAD2 Project does have an impact on the overall credit risk profile of KPLP based on the magnitude of debt being added to the consolidated entity, KPLP's interest in the success of the TAD2 Project, and the potential benefit to KPLP's Business Risk Assessment once the TAD2 Project is operational, on earnings and cash flows. With an additional $470 million of debt being added to the consolidated entity and no immediate EBITDA benefits, there is execution risk. Additionally, there is an incentive for KPLP to fund any project cost overruns. DBRS will monitor this throughout the construction period and project ramp-up. The one-notch downgrade of the Notes reflects the Notes' structural subordination in relation to the new Nordea 2 Facility at KPLP. The new Nordea 2 Facility will rank ahead of the Notes, which lowers the recovery prospects for the Notes, causing a downgrade to the Recovery Rating to RR6 from RR5, which in turn causes a one-notch downgrade to the Notes. As a part of the financing announced on November 19, 2018, KTG issued a term loan of USD 147 million (the KTG Facility) and used funds from the KTG Facility to refinance its Caisse credit facility, with a fair value of about $190 million at September 30, 2018, which was part of the financing of TAD1. DBRS notes that this refinance transaction does not affect KPLP's financial metrics or recovery, as both the KTG Facility and the Caisse credit facility are non-recourse to KPLP. KPLP's ratings are supported by its strong brands and market positions in the Canadian tissue products market, efficient production facilities and effective operations; stable tissue products demand; and the significant barriers to entering the tissue products market. The ratings also reflect the Company's exposure to volatile commodity prices while operating in a highly competitive industry, single-product/single-market exposure and the strong bargaining power of major retailers. L & I FOOD: Unsecureds to Get $500 Per Month Under Plan ------------------------------------------------------- L & I Food, Inc., filed a small business Chapter 11 plan of reorganization and accompanying disclosure statement. Class 1 - US Frachise is impaired. The parties entered into a Settlement Agreement regarding repayment of the promissory note, and the Settlement Agreement was approved by the Court. The Settlement Agreement provides that the Debtor will repay the Piedmont Note balance in the modified amount of $114,942.00 in equal monthly installments over a 120-month period, payable not later than the 5th day of every month, beginning on November 1, 2018, in the monthly amount of $1,109.89. Class 2 - U.S. Bank is impaired. U.S. Bank financed the Debtor's prepetition purchase of restaurant equipment and holds a secured line on the same pursuant to an Equipment Finance Agreement and U.C.C. Financing Statement. The Debtor defaulted. The parties entered into a Consent Order, wherein the parties agreed that the $70,000.00 secured value the claim will be repaid by amortizing $70,000.00 over 60 months at 4% interest, with monthly payment of $1,289.00. Class 3 - Non-priority unsecured claim of LV Retail, LLC is impaired. The parties entered into a Consent Order providing for the Debtor's assumption of the lease, abatement of minimum annual rent during the time period December 1, 2017 through November 30, 2019 and the Debtor's cure of post-petition lease arrearage as follows: The Accrued Post-Petition Rent in the amount of $3,675.00 shall be amortized, at no interest, over 18 month period commencing on September 1, 2018 and expiring on February 29, 2020 and will be repaid by tenant to landlord in 17 monthly installment payment of $206.16 each, with a final monthly installment payment in the amount of $204.29 being due on or before February 1, 2020. Class 4 - Non-priority unsecured claim not otherwise classified herein is impaired. The aggregate amount of Class 4 claims totals $98,578.00. The Debtors will pay pro rata share of $500.00 per month to the creditors holding allowed Class 4 claims. The Debtor will pay all claims from the Debtor's postpetition income and from the new value contributed by the Debtor's shareholder Ihar Dziatko. A full-text copy of the Disclosure Statement dated November 24, 2018, is available at: http://bankrupt.com/misc/ganb18-1851404pwb-122.pdf Attorney for Debtor: Paul Reece Marr, Esq. 300 Galleria Parkway, N.W., Suite 960 Atlanta, Georgia 30339 Tel: 770-984-2255 L & I Food, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-51405) on January 29, 2018. The case is jointly administered with I & I Pizza of Atlanta, Inc., which filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 18-51404) on Jan. 29, 2018, estimating under $1 million in both assets and liabilities. The Debtors are represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. LANDING AT BRAINTREE: Hires Ann Brennan Law as Counsel ------------------------------------------------------ Landing at Braintree, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts (Boston) to hire Ann Brennan, Esq. and Ann Brennan Law Offices as counsel. The Debtor requires Ann Brennan Law to: a. give the Debtor legal advice with respect to its powers, duties and responsibilities in the continued operation of business and management of the property; b. prepare on behalf of the Debtor necessary applications, answers, statements, complaints, orders, reports and other legal papers; c. represent the Debtor relative to all other matters incidental to the petition; and d. perform all other legal services for the Debtor as may be necessary. The Debtor agreed to pay a retainer of $5,000. Prior to the filing, Ann Brennan received a retainer in the amount of $783 and the filing fee of $1,717. Ann Brennan, Esq., at the Ann Brennan Law Offices, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ann Brennan may be reached at: Ann Brennan, Esq. Ann Brennan Law Offices 800 Hingham Street, Suite 200N Rockland, MA 02370 Tel: (718) 878-6900 Fax: (866) 739-0168 About Landing at Braintree Landing at Braintree, LLC, a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B), filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14159) on Nov. 11, 2018. The Debtor estimated less than $1 million in assets and liabilities. Ann Brennan at Ann Brennan Law Offices is the Debtor's counsel. LUBY'S INC: Bandera Partners Nominates Slate of Five Directors -------------------------------------------------------------- Bandera Partners LLC, owner of 2,619,721 shares of Luby's, Inc. common stock or approximately 8.9% of the Company's outstanding shares, delivered a letter to the Company's Board of Directors on Nov. 27, 2018, expressing its concerns with respect to actions taken by the Company in its investments and real estate holdings. "I'm writing today to tell you that what's happening at Luby's is simply not working," said Jeff Gramm, managing director at Bandera Partners LLC. "The Fuddruckers and Luby's restaurant concepts do not generate a sufficient return on capital to justify the investments management is making, under your direction and supervision, into the business. The strategy of plowing cash flows back into restaurants works with good concepts like Pappadeaux and Pappasito's, but it has been a failure at Luby's. Capital expenditures since fiscal 2008 have totaled $235 million dollars, about six times the company's current market capitalization. The return on this investment has been dismal, and to pay down the debt you have accumulated in the process, Luby's is liquidating the most valuable asset shareholders own, the company's real estate." Mr. Gramm added, "I have tried to reach a mutually agreeable settlement with the company that would give Bandera sufficient seats on the company's Board to help foster positive change. Luby's has hired a very sophisticated and expensive corporate defense lawyer instead of engaging in substantive negotiations to improve the Board with fresh, independent faces. To date, almost four weeks after I responsibly engaged with the company, Luby's has evaded substantive discussion. CEO Christopher Pappas has not responded to any of my requests to speak, and only one of the Board members I have reached out to has replied. I tried to settle this matter amicably, and for the good of all shareholders, but you left me no choice but to nominate a slate of highly qualified directors with deep experience in finance, real estate and restaurant operations." "I understand that Luby's directors control approximately 38% of the outstanding shares of Common Stock. But I believe this is the outside shareholders' last chance to salvage their investment in the company, and I feel a responsibility to take on this difficult battle on their behalf, rather than subject myself and other Luby's shareholders to another year of value destruction," Mr. Gramm concluded. Besides Mr. Gramm, Bandera's slate includes Senator Phil Gramm, Stacy Hock, Savneet Singh, and Brian Wright. A full-text copy of the Letter is available for free at: https://is.gd/jM0Cc0 About Luby's Houston, Texas- based Luby's, Inc. (NYSE: LUB) -- http://www.lubysinc.com/-- operates 146 restaurants nationally as of Aug. 29, 2018: 84 Luby's Cafeterias, 60 Fuddruckers, two Cheeseburger in Paradise restaurants. Luby's is the franchisor for 105 Fuddruckers franchise locations across the United States (including Puerto Rico), Canada, Mexico, the Dominican Republic, Panama and Colombia. Additionally, a licensee operates 36 restaurants with the exclusive right to use the Fuddruckers proprietary marks, trade dress, and system in certain countries in the Middle East. The Company does not receive revenue or royalties from these Middle East restaurants. Luby's Culinary Contract Services provides food service management to 28 sites consisting of healthcare, corporate dining locations, and sports stadiums. Luby's reported a net loss of $33.56 million on $365.19 million of total sales for the year ended Aug. 29, 2018, compared to a net loss of $23.26 million on $376.03 million of total sales for the year ended Aug. 30, 2017. As of Aug. 29, 2018, Luby's had $199.98 million in total assets, $87.36 million in total liabilities, and $112.62 million in total shareholders' equity. Grant Thornton LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Aug. 29, 2018, noting that the Company sustained a net loss of approximately $33.6 million and net cash used in operating activities of approximately $8.5 million. The Company's term and revolving debt of approximately $39.5 million is due May 1, 2019. The Company was in default of certain debt covenants of its term and revolving credit agreements maturing on May 1, 2019. On Aug. 24, 2018, the lenders agreed to waive the existing events of default resulting from any breach of certain financial covenants or the limitation on maintenance capital expenditures, in each case that may have occurred during the period from and including May 9, 2018 until Aug. 24, 2018, and any related events of default. Additionally, the lenders agreed to waive the requirements that the Company comply with certain financial covenants until Dec. 31, 2018, at which time the Company will be in default without an additional waiver or alternative financing. These conditions, along with other matters raise substantial doubt about the Company's ability to continue as a going concern. LUBY'S INC: Issues Statement on Bandera's Nomination of Directors ----------------------------------------------------------------- Luby's, Inc. confirmed that it has received notice on behalf of Bandera Partners LLC and certain of its affiliates that it intends to nominate up to six candidates for election to Luby's Board of Directors at the 2019 Annual Meeting of Shareholders. Luby's issued the following statement: "Luby's Board is in the process of reviewing Bandera's nomination notice consistent with its fiduciary duties. The Luby's Board and management team are committed to acting in the best interests of the Company and its shareholders. We are always open to constructive ideas regardless of their source and will carefully consider Bandera's candidates as we would any other potential directors to assess their ability to add value to the Board for the benefit of all shareholders. Luby's notes that the Company was surprised by Bandera's nominations. Bandera approached the Company only a few days prior to the nomination deadline and demanded that the Board replace one third of the directors and appoint Jeff Gramm, his father Sen. Phil Gramm, and one of Bandera's close business associates to the Board. Even though the Board extended the nomination deadline to allow for constructive discussions, Bandera gave the Board only 48 hours to agree to their demands. The Company informed Bandera that 48 hours was an insufficient time for a public company board to commit to appointing three candidates whom the Board had not met and whose biographies they had not had an opportunity to carefully review and discuss. Christopher Pappas and Harris Pappas and the entire Board continue to support the Company's strategy and plans as have been previously disclosed. In furtherance of this support, each Luby's director has irrevocably committed to vote their shares in the Company in accordance with the recommendations of the Board at the 2019 Annual Meeting of Shareholders. The Board will review and consider Bandera's nomination notice and make a formal recommendation regarding director nominees in the Company's definitive proxy statement and other materials, to be filed with the Securities and Exchange Commission and mailed to all shareholders eligible to vote at the 2019 Annual Meeting of Shareholders. Shareholders are not required to take any action at this time." Sidley Austin LLP is acting as legal advisor to Luby's. About Luby's Houston, Texas- based Luby's, Inc. (NYSE: LUB) -- http://www.lubysinc.com/-- operates 142 restaurants nationally as of Nov. 7, 2018: 82 Luby's Cafeterias, 59 Fuddruckers, and 1 Cheeseburger in Paradise. The Company is also the franchisor for 104 Fuddruckers franchise locations across the United States (including Puerto Rico), Canada, Mexico, Panama, and Colombia. Luby's Culinary Contract Services provides food service management to 30 sites consisting of healthcare, higher education, sport stadiums, and corporate dining locations as of Nov. 7, 2018. Luby's reported a net loss of $33.56 million on $365.19 million of total sales for the year ended Aug. 29, 2018, compared to a net loss of $23.26 million on $376.03 million of total sales for the year ended Aug. 30, 2017. As of Aug. 29, 2018, Luby's had $199.98 million in total assets, $87.36 million in total liabilities, and $112.62 million in total shareholders' equity. Grant Thornton LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Aug. 29, 2018, noting that the Company sustained a net loss of approximately $33.6 million and net cash used in operating activities of approximately $8.5 million. The Company's term and revolving debt of approximately $39.5 million is due May 1, 2019. The Company was in default of certain debt covenants of its term and revolving credit agreements maturing on May 1, 2019. On Aug. 24, 2018, the lenders agreed to waive the existing events of default resulting from any breach of certain financial covenants or the limitation on maintenance capital expenditures, in each case that may have occurred during the period from and including May 9, 2018 until Aug. 24, 2018, and any related events of default. Additionally, the lenders agreed to waive the requirements that the Company comply with certain financial covenants until Dec. 31, 2018, at which time the Company will be in default without an additional waiver or alternative financing. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. MASSA'S RESTAURANT: Taps Hoole & Kramr, CPAs, as Accountant ----------------------------------------------------------- Massa's Restaurant, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Samantha M. Kramr, CPA, and the accounting firm of Hoole & Kramr, CPAs, P.C., as accountant. The Debtor requires Hoole & Kramr to: a) prepare and file all necessary federal and state income, excise, franchise and employment tax reports and returns; b) assist, as needed, in preparation of financial reports required to be filed on a regular basis by the United States Trustee, including monthly operating reports; and c) render monthly accounting and tax services to the Debtor. Ms. Kramr will bill the estate the sum of $500.00 per month. Samantha M. Kramr, CPA, of Hoole & Kramr, CPAs, P.C., disclosed in the Court filing that she represents no interest adverse to the estate in the matters upon which she is to be engaged. The accountant can be reached at: Samantha M. Kramr, CPA Hoole & Kramr, CPAs, P.C. 13688 Breton Ridge St., Unit H Houston, TX 77070 Phone: (281) 469-6600 Fax: (281) 469-6607 E-mail: HooleKramrCPAs@gmail.com About Massa's Restaurant Massa's Restaurant, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-34119) on July 29, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Judge Jeff Bohm presides over the case. The Law Office of William G. Harris is the Debtor's counsel. MEJD PARTNERSHIP: Seeks to Hire Omni Appraisal as Appraiser ----------------------------------------------------------- MEJD Partnership seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Omni Appraisal Services as appraiser. MEJD Partnership requires Omni Appraisal to appraise the Debtor's property located at 5132 Noble Avenue, in Sherman Oaks, California 91403. Omni Appraisal will be paid $800 to $1,800 for its services. Michael Rorwick, principal of Omni Appraisal Services, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Omni Appraisal can be reached at: Michael Rorwick OMNI APPRAISAL SERVICES 3623 Candor Street Lakewood, CA 90712 Tel: (310) 347-5054 Fax: (310) 347-4424 E-mail: mike@omniappraiser.com About MEJD Partnership MEJD Partnership is a privately held company in Woodland Hills, California engaged in activities related to real estate. The Company has a 50% interest in a real property located at 5132 Noble, Sherman Oaks, California having an appraised value of $500,000. MEJD Partnership filed a Chapter 11 petition (Bank. C.D. Cal. Case No. 18-10949) on April 18, 2018. In the petition signed by Ubaldo Morales Escamilla, general partner, the Debtor estimated $500,000 in total assets and $2.1 million in liabilities. The case is assigned to Judge Maureen Tighe. The Debtor tapped the Law Offices of Mark E. Goodfriend as counsel and Omni Appraisal as appraiser. MERCER INTERNATIONAL: Moody's Rates New $350MM Sr. Unsec. Notes Ba3 ------------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Mercer International Inc.'s new $350 million senior unsecured notes offering. Mercer intends to use the net proceeds of this offering to finance a portion of the recently announced acquisition of Daishowa-Marubeni International Ltd. The company's Ba2 corporate family rating, Ba2-PD probability of default rating and SGL-1 liquidity rating are unchanged. The outlook is stable. Assignments: Issuer: Mercer International Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) RATINGS RATIONALE Mercer's Ba2 CFR benefits from: (1) its leading global market position in northern bleached softwood kraft (NBSK) pulp; (2) the stability provided by material energy and chemical earnings; (3) operational flexibility and geographic diversity with assets in both Germany and Canada, all which produce surplus energy; (4) expected leverage maintained around 2.5x over the next 12 to 18 months; and (5) strong liquidity supported by $600 million of sources, with no near term debt maturities. However, the company is constrained by: (1) the volatile demand and pricing for market pulp; (2) integration risks from recent acquisitions and its expectation that Mercer will continue to focus on acquisition and expansion opportunities; and (3) fluctuating operating margins due in part to the volatile nature of the fragmented pulp industry and foreign exchange movement with pulp sales denominated in US$ and assets located in Canada and Germany. In November 2018, Mercer bought DMI for $359 million, funded mostly with debt. DMI, a Canadian pulp producer, significantly expands Mercer's operational platform and broadens its product offering. Although the acquisition modestly increases Mercer's pro forma September 2018 leverage to 2.4x from 2.3x, leverage returns to 2.3x after synergies. Mercer has strong liquidity (SGL-1), supported by $600 million of sources (as of 30 September 2018) and no significant debt maturities until 2022. The company had $242 million in cash at 30 September 2018, about $158 million of availability under several committed credit facilities totaling about $234 million (maturing between 2019 and 2023) and Moody's expects approximately $200 million of free cash flow over the next four quarters. Moody's expects the company will remain well within its covenants. Most of the company's fixed assets are unencumbered, which might provide alternate liquidity. The stable rating outlook reflects its expectation that Mercer will be able to maintain good operating performance and liquidity over the next 12-18 months through volatile industry conditions. Moody's expects that NBSK prices will decline over the next 12-18 months from current higher-than-normal levels as demand growth declines from a softening economy and escalating trade tensions. Factors that could lead to an upgrade -- Increased diversification away from the cyclical market pulp sector (pulp currently represents about 80% of EBITDA, pro-forma for DMI) -- Sustaining mid-cycle adjusted debt/EBITDA below 2.5x (2.8x 5-year average as of September 2018) -- The company maintains strong liquidity and conservative financial policies Factors that could lead to a downgrade -- Significant deterioration in the company's liquidity and operating performance -- Changes in financial management policies that would materially pressure the company's balance sheet -- Mid-cycle adjusted debt/EBITDA that is expected to exceed 3.5x (2.8x 5-year average as of September 2018) The principal methodology used in this rating was Paper and Forest Products Industry published in October 2018. Mercer International, Inc. is a leading producer of northern bleached softwood kraft pulp. Following the DMI acquisition, the company operates four pulp mills in Germany and Canada, a 50% interest in another pulp mill in Canada and a large sawmill in Germany. Incorporated in the State of Washington and headquartered in Vancouver, British Columbia, Mercer is a public company with approximately $1.8 billion of revenue (pro forma for DMI) for the twelve months ended September 2018. MESOBLAST LIMITED: Starts Regulatory Activities for MPC-150-IM -------------------------------------------------------------- Tasly Pharmaceutical Group and Mesoblast Limited announced that the first Joint Steering Committee (JSC) meeting for their cardiovascular partnership was held in Tianjin last week, and as a result Tasly plans to meet with the National Medical Products Administration (NMPA) of China, formerly known as the China Food and Drug Administration, in the first quarter 2019 to discuss the regulatory approval pathway for Mesoblast's heart failure product candidate MPC-150-IM in China. Tasly Biopharma's Chief Medical Officer and Chair of the JSC, Dr. Gloria Wang said: "We are going to leverage Mesoblast's extensive cardiovascular clinical experience and knowledge base in order to map out the most expeditious pathway to approval for the heart failure product in China." The JSC comprises equal representation from both companies and was formed to oversee all clinical and manufacturing activities necessary to obtain regulatory approvals in China for Mesoblast's cardiovascular cell therapy product candidates. Tasly and Mesoblast will leverage each other's clinical trial results in China, the United States and other territories to support their respective regulatory submissions. About Tasly Pharmaceutical Group Tasly Pharmaceutical Group (SHA:600535) is a pharmaceutical company in China with more than 20 years of operational history. Its business focuses on R&D, manufacturing and commercialization of innovative modern traditional Chinese medicine, biologics and chemical drugs in the therapeutic areas of cardiology, metabolism and oncology. Tasly has the only marketed biological product for cardiovascular diseases approved in China. It has 809 offices established in 29 regions covering all the main therapeutic areas, and a vast distribution network across approximately 20,000 hospitals in China. About Mesoblast Headquartered in Melbourne, Australia, Mesoblast Limited (ASX:MSB; Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer of innovative cell-based medicines. The Company has leveraged its proprietary technology platform to establish a broad portfolio of late-stage product candidates with three product candidates in Phase 3 trials - acute graft versus host disease, chronic heart failure and chronic low back pain due to degenerative disc disease. Through a proprietary process, Mesoblast selects rare mesenchymal lineage precursor and stem cells from the bone marrow of healthy adults and creates master cell banks, which can be industrially expanded to produce thousands of doses from each donor that meet stringent release criteria, have lot to lot consistency, and can be used off-the-shelf without the need for tissue matching. Mesoblast has facilities in Melbourne, New York, Singapore and Texas and is listed on the Australian Securities Exchange (MSB) and on the Nasdaq (MESO). Mesoblast reported a net loss attributable to the owners of Mesoblast of US$35.29 million for the year ended June 30, 2018, compared to a net loss attributable to the owners of Mesoblast of US$76.81 million for the year ended June 30, 2017. As of June 30, 2018, Mesoblast had US$692.4 million in total assets, US$146.4 million in total liabilities and US$546.0 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, the Company's auditor since 2008, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2018. The auditors noted that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MONROE COUNTY HCA: Moody's Cuts Rating on $3.6MM GOLT Bonds to Ba1 ------------------------------------------------------------------ Moody's Investors Service has downgraded to Ba1 from A3 Monroe County Health Care Authority, AL's issuer rating and general obligation limited tax bond rating, impacting $3.6 million in outstanding rated GOLT bonds. Concurrently, Moody's has placed the ratings under review direction down, given a lack of current and forward looking financial information. RATINGS RATIONALE The sharp downgrade reflects the authority's rapidly deteriorating credit position over the course of a single year, which has affected both the balance sheet and income statement. The new Ba1 issuer rating reflects the authority's significantly weakened financial position, with now very narrow liquidity and negative operating margins. The downgrade also reflects the authority's increased debt burden, which nearly tripled in amount and covenant violations on its Series 2017A bonds and NCIF Loans A and B. The rating further incorporates the authority's small, rural tax base with weak socioeconomic indicators, which is highly concentrated in a single large industrial taxpayer. The GOLT bonds are rated on parity with the issuer rating given sufficient headroom as the ad valorem pledge provides 155% maximum annual debt service coverage. However, if the 2017 bonds and NCIF loans are on parity with the Series 2012 bonds, then the GOLT rating will be downgraded one notch as the maximum annual debt service coverage would be 113%, warranting a one notch distinction from the issuer rating. The GOLT rating also reflects the authority's limited ability to raise property tax rates, lack of full faith and credit pledge and inability to easily override the tax limit. RATING OUTLOOK The rating is under review with a direction down, given a lack of information surrounding the authority's covenant violations and financial projections. FACTORS THAT COULD LEAD TO AN UPGRADE (removal of RUR down) - Covenant violations have been remedied for the foreseeable future - Significant improvement in fiscal 2018 and fiscal 2019 financial operations FACTORS THAT COULD LEAD TO A DOWNGRADE - Failure to address covenant violations - Failure to provide current financial performance information and forward looking projections LEGAL SECURITY The bonds are secured by a senior lien on 75% of a 4-mill ad valorem tax levied countywide without time limit. PROFILE The Monroe County Health Care Authority is a public corporation that owns and operates Monroe County Hospital. The majority of the authority's board members are appointed by the Monroe County Commission, however the County Commission is not financially accountable for the authority. Monroe County Health Care Authority is a related organization of Monroe County but there is no flow of funds between the two entities and the county has no financial accountability for the authority. Monroe County Health Care Authority services a population of 22,000 in south western Alabama. The hospital is a 94-bed facility within the county, and provides in and outpatient medical services, home health care, and various physical practices. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Debt published in December 2016. An additional methdology used in these ratings was Not-For-Profit Healthcare published in November 2017. MORIARTY CONSULTANTS: Case Summary & 11 Unsecured Creditors ----------------------------------------------------------- Debtor: Moriarty Consultants, Inc. 3904 Perrysville Avenue Pittsburgh, PA 15214 Business Description: Moriarty Consultants, Inc. -- http://www.moriartyconsultants.com-- provides non-medical in-home care as well as disability services that include hygiene assistance, skill training, meal preparation, personal care for daily living, medication assistance, community integration, and other personal services. Moriarty Consultants is a licensed homecare agency in the State of Pennsylvania under Act 2006-69. The Company is headquartered in Pittsburgh, Pennsylvania, with offices in Decatur, Georgia; Erie, Pennsylvania; East Berlin, Connecticut; New Castle, Pennsylvania; Philadelphia, Pennsylvania; and Youngstown, Ohio. Chapter 11 Petition Date: November 28, 2018 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Case No.: 18-24606 Judge: Hon. Thomas P. Agresti Debtor's Counsel: Robert O. Lampl, Esq. ROBERT O LAMPL LAW OFFICE Benedum Trees Building 223 Fourth Avenue, 4th Floor Pittsburgh, PA 15222 Tel: 412-392-0330 Fax: 412-392-0335 Email: rol@lampllaw.com rlampl@lampllaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Arlinda Moriarty, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at: http://bankrupt.com/misc/pawb18-24606.pdf MS Z HOLDINGS: Seeks to Hire Robert N. Bassel as Counsel -------------------------------------------------------- MS Z Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Robert N. Bassel, Esq., to serve as its legal counsel in its Chapter 11 case. Mr. Bassel will be paid for his services at the hourly rate of $300. Mr. Bassel received from the Debtor a retainer of $11,717, from which the filing fee of $1,717 was paid. The amount of $4,260 were deducted for prepetition legal fees incurred within 30 days of filing leaving a retainer of $6,740. Mr. Bassel will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Bassel assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Robert N. Bassel can be reached at: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 E-mail: bbassel@gmail.com About MS Z Holdings, LLC MS Z HOLDINGS, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 18-51917) on August 28, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert N. Bassel, Esq. NCW PROPERTIES: Bankruptcy Court Awards $47K to ASI Advisors ------------------------------------------------------------ Bankruptcy Judge Timothy A. Barnes issues his findings of facts and conclusions of law in support of the order awarding to ASI Advisors LLC, financial advisor for Debtor, for the allowance and payment of first interim compensation and reimbursement of expenses. ASI's total requested fees are $ 49,155.50 and total requested costs are $70. ASI Advisors, LLC, is authorized to pay itself from the retainer in the amount of $7,500, and ASI is also authorized to be paid the remainder of the allowed fees and expenses from the carve-out proceeds of the sale approved on September 28, 2018. 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. Entries that lump communications and tasks together without parsing time spent on each communication or task do not allow the court to determine whether the time satisfies the rest of the requirements set forth in the Bankruptcy Code. Total disallowed amount is $523.12. The Court also denies the allowance of compensation for some task(s) as the description of each task fails to identify in a reasonable manner the service rendered. Entries that allege that counsel was working on case status are not sufficient in detail. Total disallowed amount is $787.50. In sum, the total fees and costs allowed is $47,914.88. The bankruptcy case is in re: NCW PROPERTIES, LLC., Chapter 11, Debtor, Case No. 18bk20215 (Bankr. N.D. Ill.). A copy of the Court's Findings dated Nov. 15, 2018 is available at https://bit.ly/2SmLKRx from Leagle.com. NCW Properties, LLC, Debtor 1, represented by Phillip J. Block -- pblock@riemerlaw.com -- Riemer & Braunstein LLP & Alan L. Braunstein -- abraunstein@riemerlaw.com -- Riemer Braunstein LLP. About NCW Properties NCW Properties, LLC -- http://www.nascarcarwash.com/-- owns a car washing business. Headquartered in Joliet, Illinois, NCW Properties is an official NASCAR licensee and holds the exclusive license to build, brand and operate NASCAR Car Washes across the U.S. and Canada. NCW Properties, LLC sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 18-34019) on July 19, 2018. Judge Timothy A. Barnes is assigned to the case. In the petition signed by Dean T. Tomich, manager, the Debtor estimated between $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Debtor tapped Phillip J. Block, Esq, and Alan L. Braunstein, Esq. at Riemer & Braunstein LLP, as counsel. ASI Advisors, LLC serves as its financial advisors. NEIMAN MARCUS: Has Not Reached Agreement with Noteholders & Lenders ------------------------------------------------------------------- Beginning on or around Oct. 24, 2018, Neiman Marcus Group LTD LLC engaged in confidential discussions and negotiations under separate Confidentiality Agreements with (i) holders of a material portion of the Company's unsecured 8.750%/9.500% Senior PIK Toggle Notes due 2021 and the Company's unsecured 8.000% Senior Cash Pay Notes due 2021, and (ii) holders of a material portion of the loans under the Company's term loan credit facility, in each case regarding a potential strategic transaction to enhance the Company's capital structure. As part of those discussions and negotiations, on Oct. 24, 2018, the advisers to the Noteholders made a proposal to the Company and, on Oct. 29, 2018, the advisers to the Term Lenders made a proposal to the Company, in each case in response to a prior proposal by, and at the request of, the Company. On Nov. 13, 2018, the Company made a presentation and a counter-proposal to the Noteholders. On Nov. 16, 2018, the Company made a presentation and the Company Proposal to the Term Lenders. As of Nov. 30, 2018, the Company, the Noteholders and the Term Lenders had not reached an agreement with respect to the material terms of the Noteholder Proposal, the Term Lender Proposal, the Company Proposal or any other strategic transaction. If opportunities are favorable or are otherwise available on acceptable terms, the Company intends to seek to refinance, exchange, amend the terms of the Notes and/or Term Loans or issue or incur additional debt, and may continue to engage with existing and prospective holders of its Notes and/or Term Loans in connection with those matters, including by pursuing and/or effecting any transaction contemplated by the foregoing proposals or a similar strategic transaction. Although the Company is actively pursuing opportunities to improve its capital structure, some or all of the foregoing potential transactions or other alternatives may not be pursued by the Company, may not be available to it or may not be announced in the foreseeable future or at all. Neiman Marcus said if the Company is unable to complete such a transaction or other alternative, on favorable terms or at all, due to market conditions or otherwise, its financial condition could be materially and adversely affected. In accordance with the Confidentiality Agreements, the Company made disclosure of certain information (including certain material non-public information) provided to the Noteholders, the Term Lenders and their respective financial and legal advisers in connection with the above referenced discussions and negotiations. The Cleansing Material is available for free at: https://is.gd/pWxTH5 About Neiman Marcus Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC -- http://www.neimanmarcusgroup.com/-- is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Last Call, Horchow, and mytheresa brand names. Neiman Marcus reported net earnings of $251.1 million in fiscal year 2018 compared to a net loss of $531.8 million in the prior year. As of July 28, 2018, Neiman Marcus had $7.54 billion in total assets, $6.78 billion in total current and long-term liabilities, and $759.18 million in total member equity. Liquidity At July 28, 2018, Neiman Marcus had outstanding revolving credit facilities aggregating $927.4 million consisting of (i) its Asset-Based Revolving Credit Facility of $900.0 million in the U.S. and (ii) the mytheresa.com Credit Facilities of $27.4 million, or EUR 23.5 million. Pursuant to these credit facilities, the Company had outstanding borrowings under its Asset-Based Revolving Credit Facility of $159.0 million and outstanding letters of credit and guarantees of $3.2 million. The Company's borrowings under these credit facilities fluctuate based on its seasonal working capital requirements, which generally peak in its first and third quarters. At July 28, 2018, the Company had unused borrowing commitments aggregating $726.6 million, subject to a borrowing base, of which (i) $90.0 million of such capacity is available to it subject to certain restrictions and (ii) $26.0 million of such capacity is available only to MyTheresa and not to its U.S. operations. Additionally, the Company held cash and cash equivalents and credit card receivables of $72.2 million bringing its available liquidity to $798.8 million at July 28, 2018, inclusive of the amount available to MyTheresa. The Company believes that cash generated from its operations along with its existing cash balances and available sources of financing will enable it to meet its anticipated cash obligations during the next 12 months. * * * In March 2017, Moody's Investors Service downgraded Neiman Marcus' Corporate Family Rating to 'Caa2' from 'B3' and its Probability of Default Rating to 'Caa2-PD' from 'B3-PD'. "The downgrade of NMG's Corporate Family Rating reflects the continued weakness in its financial results as it faces both the cyclical and secular challenges that face the North America luxury department stores," says Christina Boni, VP senior analyst. "Its designation of its MyTheresa.com operations and certain owned properties to unrestricted subsidiaries reduces assets coverage for its debt obligations. The hiring of a financial advisor to evaluate strategic alternatives also signals the likelihood of its capital structure being addressed well before its first significant debt maturity in October 2020. Despite good liquidity, overall leverage levels remain well above what can be refinanced and a path to return to peak EBITDA levels is unlikely in the present operating environment." NEW JERUSALEM: $208K Sale of Washington DC Church to Doffett Okayed ------------------------------------------------------------------- Judge S. Martin Teel, Jr. of the U.S. Bankruptcy Court for the District of Columbia authorized New Jerusalem Temple of Our Lord Jesus Christ, Inc.'s sale of New Jerusalem Temple of Our Lord Jesus Christ, Inc. - DC, located in 4030 Gault PL, NE, Washington, DC, including fixtures and improvements located on the Property, and all rights, privileges and appurtenances associate with it, to LaMarcus Doffett for $208,000. The net proceeds, after transaction costs and taxes, of the sale will first be used to pay the existing lien of Tax Lien Investments II, LLC, the only secured creditor. About New Jerusalem Temple of Our Lord Jesus Christ, Inc. New Jerusalem Temple of Our Lord Jesus Christ, Inc., is a religious organization in Washington, DC. New Jerusalem Temple of Our Lord Jesus Christ, Inc., based in Washington, DC, filed a Chapter 11 petition (Bankr. D.D.C. Case No. 18-00587) on Aug. 31, 2018. In the petition signed by Abraham Mitchum, president-bishop, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Martin S. Teel, Jr., is the case judge. Jamison Bryant Taylor, Esq., at RISM, LLC, serves as bankruptcy counsel to the Debtor. NICHOLAS L HUGENTOBLER: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Nicholas L Hugentobler P.C. dba Advanced Foot and Ankle dba Nicholas Hugentobler dba Animas Foot and Ankle 575 Rivergate Lane, Suite 105 Durango, CO 81301 Business Description: Nicholas L Hugentobler PC is a medical group that specializes in podiatry. Its licensed podiatrists help patients with achilles tendinitis, ankle sprains, arthritis, bunions, children's foot care, diabetes, flat feet, foot and ankle sports injuries, hammertoes, heel pain, heel spurs, ingrown toenails, neuropathy, orthotics, rheumatoid arthritis, toenail fungus, total ankle replacements and women's foot pain. Nicholas L Hugentobler offer podiatry care services to patients in its local community, including: Durango, CO; Pagosa Springs, CO; Ignacio, CO; Cortez, CO; Bayfield, CO; Loveland, CO; Farmington, NM; Gallup, NM; Bloomfield, NM; Kirtland, NM; Aztec, NM; Shiprock, NM; Las Vegas, NM; Santa Fe, NM; Taos, NM; Monticello, UT; and LaSalle, UT. To learn more, visit https://animasfootandankle.com. Chapter 11 Petition Date: November 29, 2018 Court: United States Bankruptcy Court District of Colorado (Denver) Case No.: 18-20352 Judge: Hon. Michael E. Romero Debtor's Counsel: Jeffrey S. Brinen, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 Email: jsb@kutnerlaw.com Total Assets: $1,683,547 Total Liabilities: $2,822,012 The petition was signed by Nicholas L. Hugentobler, 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/cob18-20352.pdf NICHOLS BROTHER: $1M Sale of WO Oil/Gas Assets to SB Energy Okayed ------------------------------------------------------------------ Judge Terrence L. Michael of the U.S. Bankruptcy Court for the Northern District of Oklahoma authorized W.O. Operating Co., Ltd., an affiliate of Nichols Brothers, Inc., to sell outside the ordinary course of business its oil and gas assets to SB Energy 1, LLC or its assignee, pursuant to their Asset Purchase Agreement, dated Oct. 18, 2018, as amended, for $1 million "Base Consideration" and a potential additional amount of up to $1 million as an "earn-out" if certain production is achieved on certain "Earn Out" Leases by specified deadlines. The sale is free and clear of all liens, claims, and other interests. The liens, claims, and interests of all parties will attach to the escrowed funds. Upon the closing of the Sale, WO will file the Sale Notice. Notwithstanding any provision in the Bankruptcy Rules to the contrary, the terms of the Order will be immediately effective and enforceable upon its entry and not subject to any stay, notwithstanding the possible applicability of Bankruptcy Rules 6004(h) and 6006(d) or otherwise. WO is authorized to pay the net proceeds to the Pre-Petition Lenders on account of its Pre-Petition Claim consistent with the DIP Order and DIP Agreement entered by the Court on Aug. 1, 2018; except and provided, however, that WO will deposit $200,000 from the sale proceeds into an escrow account pending a determination of the amount and priority status of the claims of the taxing entities of Carson County, Carson County Appraisal District, Hutchinson County, Gray County and Roberts County Appraisal District are determined by the Court or mutually agreed to by WO, the Pre-Petition Lenders, and the Texas Taxing Authorities. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Nichols_Brothers_230_Order.pdf About Nichols Brothers Nichols Brothers, Inc., and its subsidiaries are primarily focused on oil and gas production operating 400 producing wells, which are generally considered "stripper wells" in the industry. The business group is owned and operated by Richard and Orville Nichols. Nichols Brothers is headquartered in Tulsa, Oklahoma. Nichols Brothers and its subsidiaries filed voluntary petitions (Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018. In the petition signed by Richard Nichols, president, Nichols Brothers disclosed $10,388 in assets and $32.87 million in liabilities. The case is assigned to Judge Terrence L. Michael. Gary M. McDonald, Esq., Chad J. Kutmas, Esq., and Mary E. Kindelt, Esq., at McDonald & Metcalf, LLP serve as the Debtors' counsel; Padilla Law Firm, serves as special counsel to the Debtor; and Koehler & Associates, Inc., as its chief restructuring officer. The U.S. Trustee for Region 20 on June 22, 2018, appointed an official committee of unsecured creditors. The Committee retained Rosenstein Fist & Ringold, as counsel. NINE WEST: Taps Deloitte FAS to Render Fresh Start Accounting ------------------------------------------------------------- Nine West Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Deloitte Financial Advisory Services, nunc pro tunc to Sept. 18, 2018. The firm will provide fresh-start accounting and related services to Key Energy and its affiliates in connection with their emergence from Chapter 11 protection. These services are: (a) Plan for the Debtors' determination of and substantiation of the fresh-start balance sheet under Accounting Standards Codification 852, Reorganizations: (i) assist management in its development of an implementation approach for fresh-start accounting, starting with training and support and culminating in a strategy and work plan for the project; (ii) advise and provide recommendations to management in connection with its determination of plan of reorganization adjustments necessary to record the impact of the plan to the books of entry of the appropriate legal entities; and (iii) assist management in its determination of asset and liability fair values and other fresh-start adjustments as necessary to comply with the accounting and reporting requirements of ASC 852. (b) Provide other related advice and assistance with accounting and financial reporting: (i) advise management as it prepares accounting information and disclosures in support of public or private financial filings such as 10-Ks or 10-Qs or lender statements; (ii) assist management with other valuation matters as it deems necessary for financial reporting disclosures; (iii) advise management as it evaluates existing internal controls or develops new controls for fresh-start accounting implementation; and (iv) assist management with its responses to questions or other requests from the Debtors' external auditors regarding bankruptcy accounting and reporting matters. (c) Provide application support, including assisting management in its preparation and implementation of the accounting treatments and systems updates for its fresh-start accounting implementation. (d) Provide valuation services: (i) assist management with its identification of tangible and intangible assets as well as liabilities to be revalued at their fair value for fresh-start accounting purposes; (ii) analyze fair value estimates or other valuations performed by others, if any, and assisting management in identifying additional efforts related to these estimates; (iii) assist management with its estimates of the fair value of specific assets and liabilities, or the identification of new intangibles; (iv) advise management as it assigns assets, including goodwill and liabilities to reporting units; (v) assist management to aggregate values at the reporting unit level; and (vi) coordinate valuation information for auditor review and advising management as it addresses company-specific issues surrounding value allocation to specific assets, legal entities, cost centers, operating segments or reporting units. The hourly rates charged by the firm for accounting services are: Partner/Principal/Managing $700–$925 Director Senior Manager/ Senior VP $625–$675 Manager/Vice-President $525 Senior Associate $475 Associate $375 For valuation services, Deloitte FAS will charge these rates: Partner/Principal/Managing Director $530 Senior Manager/Senior Vice President $463 Manager $432 Senior Associate $382 Associate $298 Michael C. Sullivan, managing director of Deloitte FAS disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael C. Sullivan Deloitte Financial Advisory Services LLP 100 Kimball Drive Parsippany, NJ 07054 Phone: +1 973-602-6000 Fax: +1 973- 602-5050 About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. * * * The Debtors filed a Chapter 11 plan that's based on a restructuring support agreement signed with certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade, who collectively hold over 78 percent of the company's secured term loan and over 89 percent of the unsecured term loan. In an auction on June 8, 2018 for the company's Nine West, Bandolino and associated brands, brand developer and marketing company Authentic Brands Group outbid shoe retailer DSW Inc. The winning bid of Authentic Brands' ABG-Nine West LLC was $340 million in cash and other consideration, which is $140 million more than ABG's stalking horse bid. The official committee of unsecured creditors has filed a motion seeking to conduct an examination of and seek discovery from the Debtors and third parties pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Committee says its initial investigation indicates there are a number of potential estate claims arising from the 2014 LBO. NTHRIVE INC: Moody's Alters Outlook on B3 CFR to Negative --------------------------------------------------------- Moody's Investors Service affirmed nThrive, Inc.'s B3 Corporate Family Rating and changed the ratings outlook to negative from stable. Moody's also affirmed the company's probability of default rating of B3-PD, B2 first lien credit ratings and Caa2 second lien credit rating. The change in ratings outlook to negative reflects the challenges of reducing leverage and generating positive free cash flow. Leverage as of September 2018 was approximately 8.5x excluding restructuring charges and pro forma for cost initiatives (but well over 10x before those adjustments) and free cash flow was negative for the last twelve months. nThrive's free cash flow has been hindered by an increase in costs related to onboarding new full service Patient-to-Payment customers and significant restructuring charges. nThrive's third quarter revenues were also weaker than expected with modest declines driven by lower revenues in coding related services. RATINGS RATIONALE nThrive's B3 CFR is driven primarily by very high leverage and weak free cash flow offset to some degree by company's strong market position as a provider of revenue cycle management software and related outsourced services for the healthcare industry. Moody's expects the company to have steady revenue growth (low to mid single digit) aided by favorable industry dynamics. nThrive also has a strong and diverse customer base of over 5,000 (60% of total hospitals), with no one customer having over 9% of revenues and only one customer over 5%. Profitability and cash flow have faced headwinds however as the legacy high margin coding business declines and lower margin (initially) Patient-to-Payment business replaces it. Liquidity is adequate based on access to a $50 million revolver. Cash balances have been very low and are expected to remain low in 2019 with some reliance on the revolver. Free cash flow is modestly negative on a trailing twelve month basis but has the potential to improve over historical levels given execution of previously initiated cost cutting programs if they can also reduce restructuring charges. Moody's anticipates adequate cushion under the springing financial covenant of the revolver, which is only to be tested if the revolver is 30% drawn. The negative outlook reflects the continuing challenges of reducing leverage and generating positive free cash flow. The ratings could be upgraded if the company demonstrates high single digit organic revenue growth; leverage is expected to be sustained around 6.0x; and FCF to debt is sustained above 5%. The ratings could be downgraded if liquidity weakens; performance deteriorates or leverage is sustained above 8x or FCF remains negative on other than a temporary basis. Outlook Actions: Outlook, Changed To Negative From Stable Affirmations: Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD5) Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. nThrive, a company formed from the combination of MedAssets, Inc.'s revenue cycle management segment, Precyse Solutions, Inc. (a provider of healthcare information management), Adreima, Inc. (a provider of RCM) and e4e Healthcare, is a leading provider of software and outsourced services in the healthcare industry. nThrive, headquartered in Alpharetta, GA, is owned by private equity firm Pamplona Capital Partners. The company generated revenue of about $550 million for twelve months ended September 30, 2018. OCEANEERING INT'L: Egan-Jones Lowers Senior Unsec. Ratings to BB ---------------------------------------------------------------- Egan-Jones Ratings Company, on November 23, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Oceaneering International Incorporated to BB from BB+. Oceaneering International, Inc. is a subsea engineering and applied technology company based in Houston, Texas, U.S. that provides engineered services and hardware to customers who operate in marine, space, and other environments. PANDA PATRIOT: S&P Affirms 'BB-' Rating on Senior Secured Debt -------------------------------------------------------------- Panda Patriot LLC, an 829 megawatts (MW) combined-cycle natural gas-fired power plant located in northeastern Pennsylvania in Clinton Township, Lycoming County, has been operational for more than two years. S&P Global Ratings is affirming its 'BB-' project finance rating on Patriot's senior secured debt. The '2' recovery rating is unchanged, indicating S&P's expectation of substantial (70%-90%; rounded estimate: 70%) recovery in the event of default. The affirmation reflects S&P's expectation that steady operating and financial performance will enable Patriot to maintain credit metrics to support the current 'BB-' rating. The stable outlook reflects S&P's expectation that performance will likely remain at the current projected levels, with DSCR over the next 12 months to be about 1.55x. Achieving this level relies on maintaining high availability and dispatching with capacity factors at around 85% as well as capturing weighted average spark spreads in the low- or mid-teen range. S&P said, "We could consider a downgrade if Patriot is unable to maintain a minimum DSCR of 1.4x on a consistent basis. This could stem from weak spark spreads due to unfavorable wholesale power and gas feedstock prices, reduced capacity factor and higher operating and maintenance expenditures due to unforeseen operational issues that require a shut down for an extensive period of time, or increased basis risk from the HRCO due to the widening of hub-to-node price differentials. "We could consider an upgrade if Patriot is able to maintain a minimum base-case DSCR of 1.85x on a consistent basis, including the refinancing periods. This could stem from favorable market conditions that positively influence the power and capacity prices in PJM, steady operational performance, the continued access to relatively inexpensive natural gas feedstock, and reduction in basis risk from the narrowing of hub-to-node price differentials." PARKLAND FUEL: DBRS Rates $300MM Sr. Unsec. Notes Due 2027 'BB' --------------------------------------------------------------- DBRS Limited assigned a rating of BB with a Stable trend to Parkland Fuel Corporation's (Parkland; rated BB, Stable by DBRS) debt issuance of $300 million 6.50% Senior Unsecured Notes (the Notes), due January 21, 2027, which closed on November 21, 2018. The rating being assigned is based upon the rating on already-outstanding series of the above-mentioned debt instrument. The Notes are direct senior unsecured obligations of Parkland and rank pari passu with all of Parkland's existing and future senior unsecured indebtedness and are senior in right of payment to any future subordinated indebtedness. The Notes are also effectively subordinated to all secured indebtedness, which includes Parkland's credit facilities and other secured obligations. The net proceeds from the Notes will be used to repay a portion of the amounts outstanding under Parkland's credit facilities, which the company expects to draw on to fund a portion of the acquisition of Sol Investments Limited (See the DBRS press release "DBRS Confirms Parkland Fuel Corporation at BB, Stable, Following Announcement to Acquire 75% of Sol Investments Limited," published on October 10, 2018). Notes: All figures are in Canadian dollars unless otherwise noted. PAUL BODEAU: Court Junks Bid to Compel Oggi's to Produce Documents ------------------------------------------------------------------ In the case captioned OGGI'S PIZZA AND BREWINGBK COMPANY, Plaintiff, v. PAUL BODEAU, SANDRA BODEAU, et al. Defendants, Adv. Proc. No. 17-ap-01455-RK (Bankr. C.D. Cal.), Bankruptcy Judge Robert Kwan confirms the Court's tentative ruling denying Defendants' motion to compel Plaintiff for the production of documents and/or privilege log. The tentative ruling states that the motion is untimely, and it is a violation of the pretrial scheduling order to file the motion well after the discovery cutoff date. The motion could have been filed and heard way before the cutoff date. Award sanctions against defendants in favor of plaintiff of $1,625 representing 5 hours of attorney time at counsel's billing rate of $325 per hour as reasonable attorneys' fees for preparing the opposition to the untimely motion pursuant to FRCP 37(a)(5)(B). Defendants' untimely motion is not substantially justified because it should have been filed to be heard before the discovery cutoff date. However, the court does not award fees for the work before the discovery cutoff date because arguably the need for the work could have been substantially justified by a proper motion to compel if timely filed. Additionally, the $1,625 in sanctions mentioned in the tentative ruling are awarded against Debtor's counsel, Louis H. Altman and Haberbush & Associates, LLP, and not against Debtor personally. A copy of the Court's Order dated Nov. 15. 2018 is available at https://bit.ly/2Q6Ds3I from Leagle.com. Oggi's Pizza and Brewing Company, Plaintiff, represented by Alexander J. Kessler, The Grant Law Firm. Paul Bodeau & Sandra Bodeau, Defendants, represented by Louis H. Altman & Vanessa M. Haberbush, Haberbush & Associates LLP. Kevin Michael Bodeau, Defendant, pro se. Bodeau Enterprises, Defendant, pro se. Paul Bodeau & Sandra Bodeau, Counter-Claimants, represented by Louis H. Altman. Oggi's Pizza and Brewing Company, Counter-Defendant, represented by Alexander J. Kessler, The Grant Law Firm. Paul Bodeau and Sandra Bodeau filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-17761) on June 26, 2017 and is represented by Lane K Bogard, Esq. of Haberbush & Associates LLP. PETROQUEST ENERGY: $345K Sale of Casing Assets to Barrett Approved ------------------------------------------------------------------ Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas authorized PetroQuest Energy, Inc., and affiliates to sell casing assets to Barrett Steel Energy Products for $345,158. The sale is free and clear of all liens, claims and encumbrances. Any lien, claim or encumbrances on the Casing will attach to the proceeds of the sale. The proceeds of the sale authorized by the Order will be remitted to the PetroQuest Energy, LLC Operating Account at Iberia Bank with the account number ending 3633. For the avoidance of doubt, the sale proceeds are not subject to paragraph 7(c) of the Interim Cash Collateral Order and the Debtors will not be required to pay the Prepetition Secured Parties 100% of the net cash proceeds from the sale. Notwithstanding Bankruptcy Rule 6004(h), the Order will be effective and enforceable immediately upon entry. About Petroquest Energy 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 Company maintains offices in Lafayette, Louisiana and The Woodlands, Texas. They 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. Lead Case No. 18-36322) on Nov. 6, 2018. In the petition signed by Charles T. Goodson, chief executive officer and president, Petroquest estimated assets at $1 million to $10 million and estimated liabilities at $100 million to $500 million. Judge David R. Jones presides over the cases. Porter Hedges LLP, led by John F. Higgins, Esq., Joshua W. Wolfshohl, Esq., and M. Shane Johnson, Esq., serves as counsel to the Debtors. The Debtors also tapped Seaport Global Securities as investment banker, FTI Consulting Inc as financial advisor, and Epiq Corporate Restructuring LLC as claims, noticing and solicitation agent. PIONEER ENERGY: Expects to Have 7 Rigs Working by Mid-December -------------------------------------------------------------- From time to time, senior management of Pioneer Energy Services meets with groups of investors and business analysts. In a Form 8-K filed with the Securities and Exchange Commission on Nov. 27, 2018, the Company attached slides that have been prepared in connection with the management's participation in those meetings and participation in the Jefferies 2018 Energy Conference. The slides provide an update on the Company's operations and certain recent developments, which among others, include the following: Third Quarter Updates * Executed contracts for two rigs in Colombia, both of which are currently mobilizing and are expected to begin operations in December. With these executed contracts, the Company expects to have seven rigs working by mid-December. * As expected, two rigs in Colombia received rate increases of approximately $1,500 to $3,000 per day in November with a third rig expected to receive a $3,000 per day rate increase in early first quarter. The slides are available for free at https://is.gd/l4WWMq 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 Investors Service had 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 Troubled Company Reporter on Nov. 13, 2017. PRECISION DRILLING: Fitch Revises Outlook on B+ LT IDR to Positive ------------------------------------------------------------------ Fitch Ratings has affirmed Precision Drilling Corporation's (NYSE: PDS/TSE: PD) Long-Term Issuer Default Rating at 'B+' following the announcement that Precision has terminated the arrangement agreement with Trinidad Drilling Limited (TSE: TDG). Precision is expected to receive a termination fee of $20 million. The Rating Outlook has been revised to Stable from Positive. Precision's ratings consider the improved, albeit levelling, Canadian and U.S. rig counts, favorable asset quality characteristics for its working rigs, and forecasted positive free cash flow (FCF) providing an opportunity for gross debt reduction. These factors are offset by some lower than expected recent Canadian rig activity and high leverage, although Fitch anticipates this will be reduced over time. The Stable Outlook reflects the positive credit momentum, although credit metrics remain consistent with a 'B+' rating. Precision has focused intently on gross debt reduction, with a four-year target of reducing debt by $300 million-$500 million and has repaid approximately $77 million of debt through 2018 and has committed to repay an additional $40 million by the end of the year. In addition, operating performance, particularly in the U.S. has been resilient despite recent oil price volatility. Further credit momentum could result in a positive rating action within the next 12-18 months. KEY RATING DRIVERS Leading Share in Canada: Precision has a leading market share in Canada with approximately 25% of the active rigs. Similar to the U.S., Precision has seen significant improvement in rig counts, but the Canadian rig market is seasonally cyclical with peak activity typically between January and March. Precision's higher-spec Super Triple rigs face competition from cheaper lower-spec heavy tele-doubles that are operationally competitive in shallower geologies (e.g., Montney, Duvernay, heavy oil). This relative operational substitutability, as well as the surplus of tele-doubles, has placed a soft-cap on higher-spec day rates. Precision also has a fleet of 210 service rigs that provide completion and production (C&P) services mainly across Canada. The C&P services division realized roughly breakeven results in 2016 and 2017, and although there has been a material pickup in activity, Fitch expects the segment to contribute minimal EBITDA going forward. U.S. Levelling, Structural Risk: Precision has experienced a strong uptick in U.S. Lower 48 rig activity, consistent with the average U.S. rig count, but continued rig efficiency gains are increasing the risk that the U.S. rig count may be structurally lower over the medium to long term. Fitch believes the company's "Super Triple' rigs, in conjunction with ancillary technological offerings, are among the best pad-capable rigs, which should help these rigs maintain relatively resilient utilization and day rates. The U.S. rig count has grown from 658 at December 2016 to 1,079 as of November 2018. Meanwhile, Precision's U.S. rig count has grown from 32 to 82 from December 2016 to November 2018. Fitch expects Precision's U.S. Lower 48 working rig count to remain in the low-80s with modest incremental growth, while margins improve over the next couple of years due to a combination of lower average rig costs, modest day-rate increases, and additional rig-level services. Improving FCF and Liquidity: Fitch projects in its base case for 2018 that Precision will generate approximately $125 million in free cash flow. Because there are no borrowings under the revolver or senior debt due, Fitch anticipates that Precision will accumulate cash to meet future debt maturities. Debt/EBITDA is expected to decline from 5.8x in 2017 to 5.1x in 2018. DERIVATION SUMMARY Precision's North American fleet consists of over 257 drilling rigs and 210 service rigs, and has an approximate 25% share of the Canadian market. The company also has an international rig fleet (eight working rigs) that principally operates in the Middle East. Nabors Industries, Ltd. (Nabors; BB/Negative) has somewhat similar U.S. onshore market share. Nabors, however, has a considerable international onshore working rig fleet (96 rigs as of Sept. 30, 2018), which provides the company with a favorable counterbalance to the more volatile North American rig count and cash flow profile through-the-cycle. Fitch believes that Nabors' international first-mover and scale advantage will benefit the company over the medium- to long-term as evidenced by the recent Saudi Aramco joint venture. Fitch considers Precision's asset quality to be relatively high with the "Super Triple' rigs being among the best pad-capable rigs, which should help these rigs maintain relatively resilient utilization and day rates through-the-cycle. While the company remains highly levered, it has been paying down debt, and Fitch believes that free cash flow will be used for gross debt reduction should provide for substantial improvement over time. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - WTI oil price of $65 in 2018, $60 in 2019, and long-term price of $55; - Henry Hub gas price of $2.75 in 2018 and long-term price of $3; - Levelling Canadian and U.S. Lower 48 rig counts at above 50 and 80, respectively, by year-end 2018 followed by moderate growth thereafter; - International working rig count will increase to approximately nine rigs over the next few years; - Average corporate rig margins remain in the low- to mid-30% range over the next few years; - Completion & production services EBITDA remains in the C$15-C$20 million range over the next few years - Capex of approximately C$120 million in 2018 and growing modestly over the next few years; - FCF is largely allocated to gross debt reduction in order to achieve management's goal of debt reduction; - USD/CAD exchange rate remains relatively stable throughout the forecast period. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Demonstrated commitment by management to lower gross debt levels; - Ability to maintain a competitive asset base in a credit-conscious manner; - Track record of rig utilization and day rates suggesting stability in cash flow; - Improved liquidity and financial flexibility outlook; - Mid-cycle gross debt/EBITDA below 4.5x on a sustainable basis. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Failure to manage FCF that reduces liquidity and debt reduction capacity; - Structural deterioration in rig fundamentals that results in weaker than expected financial flexibility; - Mid-cycle gross debt/EBITDA above 5.5x on a sustained basis. LIQUIDITY Strengthening Balance Sheet: As of Sept. 30, 2018, Precision had $110 million in cash and $675 million available on its revolver. Precision has a $US500 million revolver, which was undrawn as of Sept. 30, 2018. The revolver matures in 2021. The next debt maturity is in 2021 for $252 million. Fitch expects Precision to be free cash flow positive in the near term. Although there are no near-term debt maturities, Fitch would expect Precision will accumulate cash to reduce debt when the bonds become callable. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Precision Drilling Corporation - Long-Term IDR at 'B+'; - Senior secured revolver at 'BB+'/'RR1'; - Senior unsecured notes at 'BB-'/'RR3'. The Rating Outlook has been revised to Stable from Positive. RACKSPACE HOSTING: Moody's Lowers CFR to B2 on Weak Revenues ------------------------------------------------------------ Moody's Investors Service has downgraded Rackspace Hosting, Inc.'s corporate family rating to B2 from B1, its probability of default rating to B2-PD from B1-PD, its senior secured rating to B1 from Ba3 and its senior unsecured rating to Caa1 from B3. The downgrade reflects Rackspace's weak revenue and margin trends, intense competitive pressure and Moody's expectation that leverage (Moody's adjusted) will decline but remain above 4.5x for the next two years. The outlook remains negative. Downgrades: Issuer: Inception Merger Sub, Inc. Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3) from Ba3 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD5) from B3 (LGD5) Issuer: Rackspace Hosting, Inc. Probability of Default Rating, Downgraded to B2-PD from B1-PD Corporate Family Rating, Downgraded to B2 from B1 Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3) from Ba3 (LGD3) Outlook Actions: Issuer: Rackspace Hosting, Inc. Outlook, Remains Negative RATINGS RATIONALE Rackspace's B2 CFR reflects its high leverage, weak organic growth and Moody's view of a tough competitive environment weakening the company's business positioning. As the company continues to shift business mix from its legacy managed hosting focus to a differentiated value proposition in private cloud, public cloud and applications services end markets, resulting revenue and margin pressure has delayed previously anticipated deleveraging. Moderate margin contraction has resulted from the impact of the Datapipe acquisition completed in late 2017 and the mix shift driven by the fast growing managed public cloud services segment, which is still relatively small but serves as the foundational driver of Rackspace's evolving business model. Rackspace is executing a transformational plan aimed to improve its go-to-market engine, increase operational efficiencies and solidify the company's capacity for sustained growth. The rating is also constrained by the technological and competitive threats inherent in the IT services industry, as well as an aggressive financial policy under its private equity ownership structure. The rating is supported by Rackspace's moderate scale and good free cash flow profile driven by recurring revenue. Improving capital intensity is driven by Rackspace's asset-light managed public cloud services focus, as well as declining growth in the company's capital intensive managed hosting business. The outlook remains negative until increased scale and profitability in the company's managed public cloud services segment contributes to deleveraging on a sustained basis, such that leverage (Moody's adjusted) declines towards 4.5x. Moody's could upgrade Rackspace's ratings if leverage is sustained below 4.5x (Moody's adjusted) or if free cash flow/debt is greater than 5%. Moody's could downgrade Rackspace's ratings if leverage is sustained above 5.5x (Moody's adjusted) or if free cash deteriorates and remains negative. In addition, the rating could be downgraded if the company returns cash to shareholders or if there is deterioration of Rackspace's market position irrespective of its credit metrics. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. RAINBOW NATURAL: Seeks to Hire Tew & Goodman as Accountant ---------------------------------------------------------- Rainbow Natural Grocery Cooperative seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Tew & Goodman, P.A. as accountant. Tew & Goodman will be assisting the Debtor in preparing its income tax returns. Tew & Goodman will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Allan Goodman, partner of Tew & Goodman, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tew & Goodman can be reached at: John Allan Goodman TEW & GOODMAN, P.A. 640 Holly Bush Road Brandon, MS 39047 About Rainbow Natural Grocery Cooperative Rainbow Natural Grocery Cooperative sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 18-01604) on April 23, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Edward Ellington presides over the case. The Debtor tapped J. Walter Newman, Esq., at Newman & Newman, as its legal counsel. RED TAPE: Seeks to Hire Blackman & Associates as Accountant ----------------------------------------------------------- Red Tape, Inc. and its debtor-affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Blackman & Associates, P.C., as their accountant. The Debtors require Blackman & Associates to prepare tax returns, all necessary monthly operating reports, and any other financial documents required by the bankruptcy court. Blackman & Associates will be paid at the hourly rate of $95 to $150. Blackman & Associates will be paid a retainer in the amount of $7,500. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dennis Blackman, a partner at Blackman & Associates, P.C., assured the Court that the Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Blackman & Associates can be reached at: Dennis Blackman BLACKMAN & ASSOCIATES, P.C. 17445 Arbor Street, Suite 200 Omaha, NE 68130 Tel: (402) 330-1040 Fax: (402) 333-9189 About Red Tape, Inc. Red Tape Inc. is a small organization in the civic, social, and fraternal associations industry located in Brownsville, Texas. Red Tape is the registered owner of Stiletto's Cabaret and Stilettos Gentlemens Club, an adult entertainment club in Brownsville, Texas. The Debtors previously sought bankruptcy protection on Nov. 22, 2017 (Bankr. S.D. Tex. Case Nos. 17-10444 and 17-10443). Red Tape Inc., and its affiliate Red Tape II Inc. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.17-10443) on Nov. 22, 2017. In the petition signed by Ramiro Armendariz, its president, the Debtors estimated $1 million to $10 million in assets and liabilities. The Hon. Eduardo V. Rodriguez presides over the case. Ricardo Guerra, Esq., at Guerra & Smeberg, PLLC, serves as bankruptcy counsel. REGDALIN PROPERTIES: Development Specialists Hired as Accountant ---------------------------------------------------------------- R. Todd Neilson, the Chapter 11 Trustee of Regdalin Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Development Specialists, Inc., as accountant and financial advisor to the Trustee. The Trustee requires Development Specialists to: a. analyze the books and records of the Debtor to investigate the status and values of the assets of the estate; b. analyze and liquidate claims against the Debtor; c. reconstruct financial transactions of the Debtor; d. prepare the Chapter 11 operating and interim reports in compliance with the Office of the U.S. Trustee Guidelines; e. assist in the identification and pursuit of any causes of action; and f. provide other accounting services and financial analyses as required by the Trustee. Development Specialists will be paid at these hourly rates: Directors $480-$550 Associates $160-$340 Development Specialists will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Jeremiassen, senior managing director of Development Specialists, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Development Specialists can be reached at: Thomas Jeremiassen DEVELOPMENT SPECIALISTS, INC. 333 South Grand Avenue, Suite 4070 Los Angeles, CA 90071-1544 Tel: (213) 617-2717 Fax: (213) 617-2718 About Regdalin Properties, LLC Regdalin Properties, LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-20868) on September 17, 2018, and is represented by Henrik Mosesi, Esq., in Glendale, California. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $10 million to $50 million in estimated liabilities. The petition was signed by Edgar Sargysyan, managing member. RENNOVA HEALTH: CEO Discusses Plans to Acquire 3rd Hospital ----------------------------------------------------------- Rennova Health, Inc. has issued a press release announcing that Seamus Lagan, its chief executive officer, was interviewed on Uptick Newswire's "Stock Day" podcast with Everett Jolly. Jolly started the interview by mentioning that the last time Lagan was on Stock Day he said the third quarter would continue to show improvement from the previous quarter, and it has. Jolly confirmed that Rennova reported approximately $5 million in revenue for the quarter and asked Lagan if the previous reference to $2.5 million a month in collections meant Rennova would report $7.5 million for the fourth quarter. "The target is definitely in the range you just mentioned," said Seamus Lagan, CEO of Rennova. "In the third quarter we reported $5 million and we had an offset of about $3 million in bad debt, which hits our revenue directly. That is a number we continually monitor." Lagan went on to say that he believes the bad debt percentage will eventually be adjusted downward and that will help the reported revenue. Jolly then asked about the game plan going forward and asked about the two existing hospitals. "The two hospitals are in line with what we expected," explained Lagan. "The two hospitals at the moment, I believe, can do $2.5 million revenue a month combined, and I believe they will be profitable." Jolly then turned the conversation to convertible debt, asking Lagan about the pressure that the stock price has been under. "We all believe that we are undervalued at the moment. The convertible debt has definitely confused our investors and kept a lot of pressure on our share price." Lagan added, "We will continue to reduce that debt. I believe that the revenues and the progress that the company is making will allow us to secure much more reasonable financing going forward." Lagan went on to explain that the Company is constantly looking for opportunities to create value for shareholders. Jolly then pointed out that Rennova just signed an agreement to acquire a third hospital of similar size to the two the Company already owns and asked for an update on the potential acquisition. "We made no secret of the fact that we were looking for additional hospitals in the same geographic location," said Lagan. "This third hospital fits the model we already have. It is a beautiful facility, and it's a city owned property so it's in excellent condition, and we plan to close the acquisition very early in the first quarter of next year." Lagan says he believes this third hospital will be an immediate contributor to revenue going forward. For more on Rennova's outlook and future plans listen to the entire podcast here: https://upticknewswire.com/featured-interview-ceo-seamus-lagan-of-rennova-health-inc-otcqb-rnva-9/ About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- owns and operates two rural hospitals in Tennessee and provides diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective patient experience and superior clinical outcomes. Beginning in 2018, the Company intends to focus on and operate two synergistic divisions: 1) clinical diagnostics through its clinical laboratories; and 2) hospital operations through its Big South Fork Medical Center, which opened on Aug. 8, 2017, and a hospital in Jamestown Tennessee, including a doctor's practice, the assets of which it expects to acquire in the second quarter of 2018, pursuant to the terms of a definitive asset purchase agreement that the Company entered into on Jan. 31, 2018. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $19.43 million in total assets, $39.76 million in total liabilities, $5.83 million in redeemable preferred stock I-1, $3.96 million in redeemable preferred stock I-2, and a total stockholders' deficit of $30.13 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. These conditions raise substantial doubt about the company's ability to continue as a going concern. RESOLUTE ENERGY: Stockholders Sign Voting Agreements with Cimarex ----------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Cimarex Energy Co. disclosed that as of Nov. 18, 2018, it beneficially owns 6,147,236 shares of common stock, par value $0.01 per share, of Resolute Energy Corporation, constituting 25.9 percent of the shares outstanding. Cimarex does not own any shares of Resolute Common Stock. However, because Cimarex is a party to the Voting and Support Agreements, the Reporting Person may be deemed to have shared voting power to vote up to an aggregate of 6,147,236 shares of Resolute Common Stock (which includes (i) 239,036 shares of Resolute restricted stock, (ii) options to purchase 372,314 shares of Resolute Common Stock, (iii) 134,198 outperformance share rights which would, if the relevant performance and other vesting conditions were met, result in the issuance of one share of Resolute Common Stock to the holder of each such outperformance share right, and (iv) 67,723 shares of Resolute Common Stock issuable upon conversion of 2,000 shares of Resolute preferred stock) with respect to the matters covered by the Voting and Support Agreements. On Nov. 18, 2018, Cimarex entered into an Agreement and Plan of Merger with Resolute, CR Sub 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Cimarex ("Merger Sub"), and CR Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Cimarex, pursuant to which Cimarex will acquire Resolute in exchange for cash and shares of Cimarex common stock, par value $0.01 per share. On Nov. 18, 2018, in connection with the execution of the Merger Agreement, Cimarex entered into voting and support agreements with each of (1) Monarch Alternative Capital LP, MDRA GP LP, Monarch GP LLC, (2) John C. Goff, John C. Goff 2010 Family Trust, JCG 2016 Holdings, LP, Goff Family Investments, LP, Kulik Partners, LP, Cuerno Largo Partners, LP, Goff Family Foundation, Goff Ren Holdings, LLC, Goff Ren Holdings II, LLC, (3) RR Advisors, LLC d/b/a RCH Energy, (4) Richard Betz, (5) Nicholas Sutton and (6) Theodore Gazulis. Each Voting and Support Agreement requires that the Resolute Stockholders vote or cause to be voted all Resolute Common Stock owned by the Resolute Stockholders in favor of the transactions contemplated by the Merger Agreement. The Voting and Support Agreements with Betz, Sutton and Gazulis will terminate upon the earlier to occur of the consummation of the Merger or the termination of the Merger Agreement pursuant to and in compliance with the terms thereof. The Voting and Support Agreements with Monarch, Goff and RCH will terminate upon the earliest to occur of (a) the receipt of Resolute Stockholder Approval, (b) the date of any amendment, waiver or modification of the Merger Agreement without Resolute stockholders' prior written consent that has the effect of (1) decreasing the Merger Consideration, (2) changing the form of Merger Consideration, in each case, payable to the Resolute stockholders or (3) otherwise affecting the Resolute stockholders in a materially adverse manner, (c) the consummation of the Merger or (d) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof. Cimarex is an independent oil and gas exploration and production company. Its operations are entirely located in the United States, mainly in Oklahoma, Texas, and New Mexico and are currently focused in two main areas: the Permian Basin and the Mid-Continent. A full-text copy of the regulatory filing is available for free at: https://is.gd/hfT5eT About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. Resolute incurred a net loss available to common shareholders of $7.70 million in 2017 following a net loss available to common shareholders of $161.7 million in 2016. As of Sept. 30, 2018, the Company had $897.8 million in total assets, $992.6 million in total liabilities and a total stockholders' deficit of $94.84 million. RIVARD COMPANIES: Hires Steven B. Nosek as Attorney --------------------------------------------------- Rivard Companies, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Minnesota (Minneapolis) to hire Steven B. Nosek, P.A., as attorney to the Debtor. The Debtor requires the Firm to render pre-petition planning, analysis of the Debtor's financial situation, planned use of cash collateral, post-petition financing, and the rendering of advice and assistance to determine if the Debtor should file a petition for relief under Chapter 11 of the Bankruptcy Code, preparation and filing of a Petition for Relief, Statement of Financial Affairs, and other documents required by this Court, representation of the Debtor at expected adversary proceedings, motions, meetings of creditors and formulation of a Plan of Reorganization of the Debtor's business. Steven B. Nosek will be paid at the hourly rate of $300. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven B. Nosek, partner of Steven B. Nosek, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Steven B. Nosek can be reached at: Steven B. Nosek, Esq. Steven B. Nosek, P.A. 2855 Anthony Lane South, Suite 201 St. Anthony, MN 55418 Tel: (612) 335-9171 About Rivard Companies Rivard Companies, Inc., was established in 1989 as a tree removal and trimming services provider. In 2003, Central Wood Products was founded to sell a wide selection of natural, colored, and imported mulch. Later in 2008, the Company grew with the introduction of Gronomics, a line of wood products geared toward the home gardeners. Rivard Companies, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 18-43603) on Nov. 16, 2018. In the petition signed by CEO Michael Rivard, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge William J. Fisher. Steven B. Nosek, Esq., at Steven B. Nosek, P.A., is the Debtor's counsel. RMH FRANCHISE: U.S. Trustee Objects to First Amended Plan --------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee filed an objection to the Debtors' First Amended Joint Chapter 11 Plan. The U.S. Trustee asserted, "Significant issues have been raised by numerous of the Debtors' creditors in their objections to confirmation of the Plan. These issues include, but are not limited to, feasibility of the Plan, valuation, disparate treatment of different groups of general unsecured creditors, and improper classification of a $33 million dollar sub-debt claim in the class of general unsecured creditors. The U.S. Trustee leaves the Debtors to their burden on these issues and all others that must be addressed before the Plan can be confirmed, and reserves the right to question witnesses and raise arguments with respect to the same at the hearing. By this Objection, the U.S. Trustee also addresses a number of additional issues that arise out of the Plan's provisions. The first is that the Plan provides for deemed substantive consolidation 'for plan purposes only' of all five Debtors, who will continue to maintain their separate corporate identities for all other purposes. The Debtors propose that, after the Effective Date, the cases of all of the Debtors other than that of NuLnk, Inc. be closed, and that the administration of all five debtors be conducted thereafter through NuLnk. The intent appears to be to have NuLnk attempt to file and prosecute objections to claims asserted against the other Debtors, and prosecute causes of action held by the other Debtors. Whether, absent true substantive consolidation, the administration of all the Debtors' cases can be conducted through NuLnk after the other Debtors' cases are closed will have to be addressed by the Debtors when they move to close those cases. 1 It appears, however, that the purpose of this substantive consolidation 'for plan purposes only,' and the anticipated closure of the cases of four of the Debtors at a time when critical tasks will remain to be done, is to avoid payment of statutory fees mandated under 28 U.S.C. This is evidenced by the fact that the Debtor whose case is to remain open, NuLnk, is a dormant entity that has had almost no disbursements during the course of the cases, whereas each of the other four Debtors have had disbursements that give rise to more significant Statutory Fee obligations. Substantive consolidation for plan purposes only, as the Debtors seek here, cannot be used as a vehicle to avoid Statutory Fee obligations." About RMH Franchise Holdings RMH Franchise, headquartered in Atlanta, Georgia -- https://www.rmhfranchise.com/ -- is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. RMH Holdings is the direct or indirect parent of each of the other Debtors. ACON Franchise Holdings, LLC, a non-debtor, owns 100% of the shares of RMH Holdings. RMH Franchise Holdings, Inc., and certain of its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May 8, 2018. In the petitions were signed Michael Muldoon, president, RMH Franchise Holdings estimated assets and liabilities of $100 million to $500 million. Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D. Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH Franchise Corporation (Case No. 18-11095), and Contex Restaurants, Inc. (Case No. 18-11096). The case is assigned to Judge Brendan Linehan Shannon. Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy counsel to the Debtors; Mastodon Ventures, Inc., is the restructuring advisor; Hilco Real Estate LLC serves as real estate broker; and Prime Clerk LLC acts as claims and noticing agent. On May 24, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. Kelley Drye & Warren LLP serves as lead counsel to the Committee while Zolfo Cooper LLC acts as bankruptcy consultant and financial advisor. ROCK SPRINGS ENERGY: Case Summary & 8 Unsecured Creditors --------------------------------------------------------- Debtor: Rock Springs Energy Group, LLC 2607 Rogers Circle San Antonio, TX 78258 Business Description: Rock Springs Energy Group, LLC, operates a crude oil distillation and storage tank facility in Rock Springs, Wyoming. The Company was formed for the purpose of constructing modular technology systems at key locations to convert readily available feeds into high quality and highly marketable products. Its Wyoming Facility project is designed to process up to 5,000 barrels per day of sweet crude oil, condensate and related feeds available in Utah, Wyoming and Colorado. The feeds are to be processed primarily into paint solvents, marine diesel, and paraffinic oils. Chapter 11 Petition Date: November 28, 2018 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Case No.: 18-52772 Judge: Hon. Ronald B. King Debtor's Counsel: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP 711 Navarro St Suite 711 San Antonio, TX 78205 Tel: 210-271-9212 Fax: 210-271-9389 Email: jwilkins@stic.net Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Alberto Schroeder, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txwb18-52772.pdf List of Debtor's Eight Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Advanced Magnetronics, LLC $24,000 230 West Second, South St. Salt Lake City, UT 84101 BH, Inc. $6,000,000 c/o Jason H. Robinson Babcock Scott & Babcock, PC 370 E. South Temple, 4th Floor Salt Lake City, UT 84111 Construcciones E Instalaciones $2,200,000 Modernas S.A. de C.V.l Av. Sante Fe 505 Mezzsanine 1 col. Cuajimalpa c.p. Cuidad de Mexico 05348 DR Griffin & Associates Inc. $15,106 1414 Elk St. Rock Springs, WY 82901 Office of Ivan $1,000 Ramirez, PLLC P.O. Box 702086 San Antonio, TX 78270 Samuel Engineering, Inc. $300,000 c/o Jeffrey Clay Rubell Rubell Quillen, LLC 8501 Turnpike Dr., Suite 106 Westminster, CO 80031 Separation Process $200,000 Systems, LLC 5930 Par Four Houston, TX 77088 Winn - Marion Companies $375,788 7084 S Revere Parkway Englewood, CO 80112 ROCKIES REGION: Hires Oil & Gas Asset Clearinghouse as Auctioneer ----------------------------------------------------------------- Rockies Region 2006 Limited Partnership and Rockies Region 2007 Limited Partnership, seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Oil & Gas Asset Clearinghouse, LLC, as auctioneer for the Debtors. Services to be provided by Clearinghouse are: a) provide a continuous online platform to offer the Properties for sale by auction; b) notify potential bidders of the sale, promote participation in the auction by bidders and to accommodate the bidders; c) qualify bidders pursuant to an online registration; and d) sell the Properties according to the Buyer’s Terms and Conditions of Purchase, attached to the Agreement. The Debtors have agreed to pay Clearinghouse a fee (Auction Fee) calculated on the gross sale proceeds received by the Debtors from Properties sold, which auction fee shall include all fees and sales commissions. The Auction Fee will be 5% of the gross proceeds of sale. Should the Debtors elect not to accept the highest bid at auction, or if no bids are received for the Properties, the Clearinghouse shall be entitled to a fixed one-time fee of $10,000.00. In addition, in the event that the Responsible Party asks Clearinghouse to send a representative to appear before this Court, the Debtors have agreed to pay Clearinghouse $500 per day, plus reimbursement of all reasonable travel expenses (including mileage). Patrick M. DaPra, Vice President of Negotiated Transactions at Oil & Gas Asset Clearinghouse, LLC, attests that his firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code; and does not hold an interest adverse to the Debtors, as debtors in possession, or their estates in the matters upon which Clearinghouse is to be engaged. The firm can be reached at: Patrick M. DaPra Oil & Gas Asset Clearinghouse, LLC 1235 North Loop West, Suite 510 Houston, TX 77008 Phone" (281) 873-4600 About Rockies Region 2006 and Rockies Region 2007 Rockies Region is a privately-subscribed West Virginia limited partnership, which owns a working interest in wells located in Colorado, from which the partnership produces and sells crude oil, natural gas, and natural gas liquids. Rockies Region 2006 Limited Partnership and Rockies Region 2007 Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 18-33513 and 18-33514) on Oct. 30, 2018. Rockies Region 2006 disclosed $304,921 in assets and $3,034,219 in liabilities, and Rockies Region 2007 reported $530,155 in assets and $1,879,000 in liabilities as of the bankruptcy filing. Judge Stacey G. Jernigan presides over the cases. The Debtors tapped Reed & McGraw LLP as legal counsel; BMC Group, Inc. as noticing, solicitation, and tabulation agent; and Karen Nicolaou, managing director of Harney Management Partners, as responsible party. SANJAC SECURITY: Seeks to Hire Margaret M. McClure as Counsel ------------------------------------------------------------- Sanjac Security, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Margaret M. McClure, Esq., Attorney at Law, as counsel. Ms. McClure will be representing the Debtor in the Chapter 11 bankruptcy proceedings. Ms. McClure will be paid at these hourly rates: Attorneys $400 Paralegals $150 A retainer of $25,000 was paid to me by Jack & Sandra Theis, affiliates of the Debtor, as a gift on November 7, 2018. $4,572.40 of the retainer has been earned by the Debtor's attorney pre-petition, leaving a remaining retainer balance of $20,427.60. The retainer balance consists of $1,717.00 for the filing fee and $18,710.60 to be applied to services rendered or expenses incurred in connection with representing the debtor in the bankruptcy proceeding, subject to court approval. Ms. McClure will also be reimbursed for reasonable out-of-pocket expenses incurred. Ms. McClure assured the Court that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Margaret M. McClure can be reached at: Margaret Maxwell McClure, Esq. ATTORNEY AT LAW 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 E-mail: margaret@mmmcclurelaw.com About Sanjac Security, Inc. Sanjac Security, Inc., based in Humble, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 18-36350) on November 8, 2018. The Debtor hired Margaret M. McClure, Esq., bankruptcy counsel. The Debtor formerly filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-31008) on February 24, 2015. SCANDIA SPA: Case Summary & 3 Unsecured Creditors ------------------------------------------------- Debtor: Scandia Spa Center for the Performing Arts Inc. PO Box 6868 Bridgewater, NJ 08807 Business Description: Scandia Spa Center for the Performing Arts Inc. describes its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple 90.45 acres of vacant land at 40 Martin Lane, Frankford Twp, New Jersey with a comparable sale value of $1.3 million. Chapter 11 Petition Date: November 30, 2018 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 18-33582 Judge: Hon. Kathryn C. Ferguson Debtor's Counsel: John F. Bracaglia, Jr., Esq. SAVO, SCHALK, GILLESPIE, O'GRODNICK & FISHER, P.A. 77 North Bridge Street Somerville, NJ 08876 Tel: 908-526-0707 Fax: 908-725-8483 E-mail: brokaw@centraljerseylaw.com Total Assets: $1,300,000 Total Liabilities: $175,256 The petition was signed by Richard Rubin, president. 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/njb18-33582.pdf SCHULDNER LLC: Case Summary & 3 Unsecured Creditors --------------------------------------------------- Debtor: Schuldner, LLC 601 Carlson Parkway Ste 1050 Minnetonka, MN 55305 Business Description: Schuldner, LLC is a privately held company engaged in activities related to real estate. Schuldner owns 15 single-family rental homes in Duluth, Minnesota, having a total appraised value of $1.8 million. Chapter 11 Petition Date: November 30, 2018 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Case No.: 18-43739 Judge: Hon. Katherine A. Constantine Debtor's Counsel: John D. Lamey, III, Esq. LAMEY LAW FIRM, P.A. 980 Inwood Ave N Oakdale, MN 55128 Tel: 651-209-3550 Email: bankrupt@lameylaw.com jlamey@lameylaw.com Total Assets: $1,806,000 Total Liabilities: $1,035,000 The petition was signed by Carl L. Green, president. 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/mnb18-43739.pdf SCOTT GOLDEN: $1M Sale of Longport Property to Browns Approved -------------------------------------------------------------- Judge Magdeline D. Coleman of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Scott Golden and Adele Golden's private sale of the real property located at 38 Seaview Drive, Longport, New Jersey, together with any and all of the improvements, fixtures and equipment located thereon, to Sidney and Sandra Brown pursuant to the terms and conditions of their Contract for Purchase of Real Estate dated as of Oct. 11, 2018, for $1 million. The sale is free and clear of all liens, claims, interests, and encumbrances. All persons and entities holding liens, claims, interests or encumbrances with respect to the Real Property are barred from asserting such liens, claims, interests or encumbrances against the Purchaser, its successors or assigns, or the Property, except the following: the recorded mortgages held by Bank of New York Mellon, (Bank of American, N.A. servicing), its successors or assigns and Signature Bank will be deemed satisfied and released upon the closing of the Sale, but the lien of Bank of New York Mellon will only be satisfied and released upon full payment as follows: The Bank of New York Mellon's lien in the amount of $606,255 ($577,944, plus an additional $28,311 in 2018 taxes paid by Bank of New York Mellon) will attach to the net proceeds of the Sale and will be paid at the time of settlement. After payment in full of these liens, all remaining proceeds of the Sale (net of Closing Costs) will be paid to the Debtors. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). The notice of the Motion as provided therein will be deemed good and sufficient notice of such motion and to have satisfied Bankruptcy Rule 6004(a). Scott Golden and Adele Golden sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 17-11691) on March 9, 2017. The Debtor tapped Joseph R. Viola, Esq., as counsel. SEASONS CORPORATE: Employs Getzler Henrich as CROs -------------------------------------------------- Seasons Corporate LLC, and its debtor-affiliates sought and obtained authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Joel Getzler and William Henrich of Getzler Henrich & Associates LLC as their chief restructuring officers to the Debtors. Seasons Corporate expects Getzler Henrich to: (a) evaluate potential restructuring options; (b) plan for a potential chapter 11 case, including assisting and coordinating with the Debtors' other advisors to understand the assets, liabilities and contracts of the Debtors; (c) prepare for a chapter 11 filing, including diligence and preparation of bankruptcy petitions and related schedules, creditor lists and "first day" motions and pleadings; (d) prepare any necessary chapter 11 reporting, including monthly operating reports, budget reporting and testing and any other reporting that may be required or appropriate; (e) prepare of the Debtors' short-term cash-flow projections, including underlying assumptions; (f) determine the appropriate amount of potential debtors-in- possession financing needed and preparation of any related budgets and reporting; (g) oversee the sale of substantially all of the Debtor's assets, including soliciting bids, preparing a target list, contacting buyers and other sale activities; and (h) provide such other services as the Debtors requested and Getzler Henrich agreed to perform. Getzler Henrich will be paid at these hourly rates: Principal/Managing Director $515-$635 Director/Specialists $385-$585 Associate Professionals $160-$385 Getzler Henrich will also be reimbursed for reasonable out-of-pocket expenses incurred. Joel Getzler and William Henrich of Getzler Henrich & Associates LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Getzler Henrich can be reached at: Joel Getzler William Henrich GETZLER HENRICH & ASSOCIATES LLC 295 Madison Ave., 20th Floor New York, NY 10017 Tel: (212) 697-2400 Fax: (212) 697-4812 Emails: jgetzler@getzlerhenrich.com whenrich@getzlerhenrich.com About Seasons Corporate LLC Launched in 2010, Blue Gold owns and operates nine retail kosher food stores under the name of "Seasons" in New York , New Jersey, Ohio and Maryland. On Sept. 16, 2018, Blue Gold Equities LLC and 11 affiliates, including Seasons Corporate, filed voluntary petitions seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-45280). Blue Gold disclosed $31 million in total assets and $42 million in total liabilities. The Hon. Nancy Hershey Lord is the case judge. ZEICHNER ELLMAN & KRAUSE LLP, led by Nathan Schwed, Peter Janovsky, and Robert Guttmann, serve as the Debtors' counsel. GETZLER HENRICH & ASSOCIATES, LLC, is the restructuring advisor. OMNI MANAGEMENT GROUP, INC., is the claims and noticing agent. SEASONS CORPORATE: Taps Ackerman & Rubin as Accountants ------------------------------------------------------- Seasons Corporate LLC and its debtor-affiliates have hired Mitchell R. Ackerman CPA P.C., and Aaron H. Rubin & Associates, L.P., as their accountant and tax advisory service providers. Seasons Corporate requires Mr. Ackerman & the Rubin Firm to: -- prepare the Debtors' federal and state corporate income tax returns; -- prepare the required Monthly Operating Reports; and -- provide salient financial information to the the Debtors' Chief Restructuring Officer. Mr. Ackerman and the Rubin Firm will be paid at these hourly rates: Partners $400 Associates $150-$300 Ackerman, Rubin will also be reimbursed for reasonable out-of-pocket expenses incurred. Mitchell R. Ackerman of Mitchell R. Ackerman CPA P.C., and Aaron H. Rubin of Aaron H. Rubin & Associates, L.P., assured the Court that their Firms are "disinterested persons" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Firms can be reached at: Mitchell R. Ackerman MITCHELL R. ACKERMAN CPA P.C. 1220 Sage Street Far Rockaway, NY 11691 Tel: (718) 327-7225 - and - Aaron H. Rubin AARON H. RUBIN & ASSOCIATES, L.P. 483 Chesnut Street Cedarhurst, NY 11516 Tel: (516) 596-7345 Fax: (815) 572-9409 About Seasons Corporate LLC Launched in 2010, Blue Gold owns and operates nine retail kosher food stores under the name of "Seasons" in New York , New Jersey, Ohio and Maryland. On Sept. 16, 2018, Blue Gold Equities LLC and 11 affiliates, including Seasons Corporate, filed voluntary petitions seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-45280). Blue Gold disclosed $31 million in total assets and $42 million in total liabilities. The Hon. Nancy Hershey Lord is the case judge. ZEICHNER ELLMAN & KRAUSE LLP, led by Nathan Schwed, Peter Janovsky, and Robert Guttmann, serve as the Debtors' counsel. GETZLER HENRICH & ASSOCIATES, LLC, is the restructuring advisor. OMNI MANAGEMENT GROUP, INC., is the claims and noticing agent. SHARING ECONOMY: Will Move Stock Listing to OTC Markets ------------------------------------------------------- Sharing Economy International Inc. received a staff determination notice from The Nasdaq Stock Market on Nov. 26, 2018 informing the Company that as a result of its failure to comply with Nasdaq's shareholder approval requirements set forth in Listing Rule 5635(c), the staff had determined to deny the Company's request for continued listed based on a plan of compliance submitted on Oct. 26, 2018. In the determination notice, the staff expressed its concern that the plan of compliance did not represent a definitive plan evidencing the Company's ability to comply with the Rule due to (i) a portion of the shares issued in violation of the Rule having been sold in the market (and accordingly no longer subject to remediation) and (ii) the lack of signed commitments from other holders of shares issued in violation of the Rule to participate in a proposed exchange offer intended to remediate such issuances by virtue of a subsequent special meeting of stockholders to be held to approve them. Nasdaq further informed the Company that, in accordance with Listing Rule 5101, unless the Company requests an appeal of the staff's determination, the Company's common stock will be suspended from trading on the Nasdaq Capital Market at the opening of business on Dec. 5, 2018. The Company has decided not to appeal the Nasdaq determination notice and is instead moving its stock listing to the OTC Markets. The Company believes OTC Markets is more suitable to its capital and business needs at this time as it undergoes the transition of its business and pursues aggressive growth strategies in the coming years. Although SEII is moving its stock listing to a different market, the Company intends to continue to maintain high quality reporting and disclosure standards and will continue to improve its corporate governance. The Company's common stock will be delisted from Nasdaq effective at the open of trading on Dec. 5, 2018. The Company expects that its common stock will begin trading on the OTC Markets under the symbol SEII beginning on Dec. 5, 2018. 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. SOUTHEAST POWERGEN: Moody's Hikes Sr. Sec. Credit Facilities to Ba3 ------------------------------------------------------------------- Moody's Investors Service upgraded the rating assigned to Southeast PowerGen, LLC's senior secured credit facilities to Ba3 from B1. The rating outlook has been changed to stable, from negative. RATINGS RATIONALE The rating action is triggered by the expected significant reduction in SEPG's senior secured term loan due December 2021 with proceeds from the planned sale of the 627-megawatt Washington County Generating Facility (Washington). Approximately $197 million of asset sale proceeds are expected to be used to repay debt under SEPG's term loan, reducing principal outstanding by approximately 47% to $224 million from $420 million, a credit positive. Remaining proceeds from the asset sale will be used to repay $35 million in bonds at subsidiary Mackinaw Power, LLC (Power: Baa3, stable), to fund in part Carlyle Power Partner's acquisition of the remaining 24.95% indirect equity interest in SEPG from a third party, and to pay transaction fees. Upon consummation, Carlyle will be the sole owner of SEPG. Moody's anticipates the Washington sale will close by the end of this month. After completing the transactions, SEPG will own a portfolio of five gas-fired generating assets in Georgia with a combined electric generating capacity of approximately 2,188 megawatts. Two of the five assets (Monroe and Walton, totaling 774 megawatts) are owned by Power, a wholly-owned subsidiary of SEPG. The other three assets are direct subsidiaries of SEPG and have no direct debt. They include Mid-Georgia, which is 100% contracted through 2028, Sandersville, where half of the generating capacity is 100% contracted through 2025 and 50% contracted through 2030 and Effingham that is 100% merchant. SEPG's Ba3 rating considers the right sizing of its balance sheet, a high degree of cash flow visibility given the contracted nature of its asset base and an expectation of improved financial performance due to deleveraging following the asset sale. The contracts are tolling arrangements that do not burden SEPG with fuel supply or commodity risk. Capacity payments, calculated using predetermined prices multiplied by dependable capacity, are the largest components of SEPG's revenues. Incremental revenues result when a facility is dispatched. SEPG's consolidated ratio of project cash flow to debt from contracted cash flows are projected to improve to a range of 6.0-9.0% during the three year period 2019-2021 compared to 2.0% in 2017 while consolidated debt-to-EBITDA on an annual basis is expected to average approximately 6 times compared to 9 times in 2017. The metrics reflect minimal positive cash flow consideration from Effingham. The rating further considers SEPG's structurally subordinated position and decreased distributions from Power due to the sale of Washington. Power, which generates a majority of consolidated cash flow continues to have mandatory amortization requirements that requires the majority of its cash flow, allowing for only modest levels of cash flow upstreamed to SEPG to service its debt. Moody's anticipates that the debt balance under SEPG's term loan at the scheduled maturity to be around $200 million. Contracted revenue from its Sandersville and Mid-Georgia assets, estimated at $160 million in aggregate from 2022-2030, mitigates some concern around SEPG's ability to refinance at maturity. Rating Outlook The stable outlook is supported by the reduced debt levels and contractual nature of SEPG's cash flow. SEPG's rating is not likely to be upgraded in the foreseeable future. Financial performance resulting in stronger-than-anticipated financial metrics and lower debt quantum could trigger an upgrade. This would likely require significant improved financial performance by SEPG's Effingham merchant plant. Given the highly contracted nature of the SEPG portfolio and the right sizing of the balance, Moody's believes the rating is well positioned within the Ba rating category under most reasonable scenarios. The rating could, however, be downgraded if financial performance appreciably underperformed resulting in debt-to-EBITDA being in excess of 7x on a sustained basis or if the credit quality of the contractual offtakers weakened considerably. SOUTHERN TAN: $85K Sale of Tanning Equipment to EA Global Approved ------------------------------------------------------------------ Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized Southern Tan, Inc.'s sale of the contents of its tanning salon located at 13511 S. Mur-Len Road, #132, Olathe, Kansas, to EA Global Enterprises, LLC, for $84,850 on the conditions that (1) the Debtor resolves the objection by creditor Santa Fe Square Investors to the parties' mutual agreement no later than Dec. 17, 2018, and (2) the sale of equipment to EA Global Enterprises is completed and closed no later than Dec. 17, 2018. A hearing on the Motion was held on Nov. 15, 2018. The proceeds of any sale will be disbursed, first, toward the payment of administrative expenses, including all quarterly fees owed to the United States Trustee; and, second, toward the payment of the claim filed by the Internal Revenue Service. The United States Trustee's Motion to Dismiss is granted. It may submit the order of dismissal either upon completion and closing of Southern Tan's equipment sale or on Dec. 18, 2018, whichever occurs first. About Southern Tan Southern Tan, Inc., operator of three tanning salons within the Kansas City area, filed a chapter 11 petition (Bankr. D. Kan. Case No. 16-22397) on Dec. 6, 2016. David Henshaw, president, signed the petition. The Debtor estimated assets and liabilities at $500,001 to $1 million. The Debtor is represented by Colin N. Gotham, Esq., at Evans & Mullinix, P.A. SUGARLOAF HOLDINGS: Hires J Philip Cook as Real Estate Professional ------------------------------------------------------------------- Sugarloaf Holdings, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire J. Philip Cook and J. Philip Cook, LLC, as forensic real estate professionals. JPC will provide expert advice and opinions on issues of cash collateral, asset valuation, and adequate protection, as needed, including in connection with the Debtor's Cash Collateral Motion, and provide other services reasonably related to the Debtor's chapter 11 case as the Debtor may from time request. J. Philip Cook assures the Court that JPC is a "disinterested person," as such term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). JPC will charge at these fees: Hourly Rate Name Consultant Work Court/Testimony ---- --------------- --------------- J. Philip Cook $495 $650 Corey A. Cook $325 $325 Staff $125-$250 n/a The firm can be reached through: J. Philip Cook J PHILIP COOK LLC 7090 S Union Park Avenue, Suite 425 Midvale, UT 84047 Phone: 801-321-0050 About Sugarloaf Holdings Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a privately-held company in Lehi, Utah, whose business consists of farming and ranching operations. Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-27705) on Oct. 15, 2018. In the petition signed by David J. Gray, manager, the Debtor disclosed $21,067,619 in total assets and $15,666,618 in total debt. The case is assigned to Judge Kevin R. Anderson. The Debtor is represented by Parsons Behle & Latimer. SUGARLOAF HOLDINGS: Taps Squire & Company as Accountant ------------------------------------------------------- Sugarloaf Holdings, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Dwayne Asay and Squire & Company, PC, as accountants. Squire as accountants will provide expert advice and opinions on issues of accounting, tax preparation, tax filing, financial reports as needed, including in connection with the Debtor's operations and management in this case, provide other services reasonably related to the Debtor's chapter 11 case as the Debtor may from time request. Squire will charge at the following hourly fees: Dwayne Asay $285 Company Average $150 to $160 Dwayne Asay assures the Court that Squire is a "disinterested person," as such term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). The firm can be reached at: Dwayne Asay, CPA Squire & Company, PC 1329 South 800 East Orem, UT 84097 Phone: 801-225-6900 Fax: 801-226-7739 About Sugarloaf Holdings Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a privately-held company in Lehi, Utah, whose business consists of farming and ranching operations. Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-27705) on Oct. 15, 2018. In the petition signed by David J. Gray, manager, the Debtor disclosed $21,067,619 in total assets and $15,666,618 in total debt. The case is assigned to Judge Kevin R. Anderson. The Debtor is represented by Parsons Behle & Latimer. T-MOBILE US: Egan-Jones Hikes Senior Unsecured Ratings to BB ------------------------------------------------------------ Egan-Jones Ratings Company, on November 20, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by T-Mobile US Incorporated to BB from BB-. T-Mobile US, Inc., commonly shortened to T-Mobile, is a United States-based wireless network operator whose majority shareholder is the German telecommunications company Deutsche Telekom. Its headquarters are located in Bellevue, Washington, in the Seattle metropolitan area. T.C. RENFROW: Dunn & Neal to Get 3% Annual Interest ---------------------------------------------------- T.C. Renfrow Land, L.P., filed a final corrected third amended plan of reorganization proposing that Class 3 - Dunn & Neal L.L.P.'s claim in the amount of $2,049 is unimpaired and will be paid with 3% annual interest from the Petition Date on the Effective Date. The previous version of the Plan provided that the Class 3 claim is impaired and will be paid 6% annual interest from the Petition Date with equal quarterly installments of $296 beginning January 15, 2019, continuing through October 15, 2021. Class 2E - Amegy. Class 2E is impaired and consists of the Secured Claims of Amegy. Each of Amegy’s notes is secured by a Lien on the Miller Road Property. in the amount of $1,005,248.79. The Debtor shall pay Amegy $157,596.51. The Debtor shall pay the balance Class 2E's claims in full before December 1, 2021. Class 2E's Claims shall accrue interest at 6% per annum, amortized over 15 years. Pending payment in full of Class 2E's claims, the Debtor shall pay Amegy $22,685.53 per month. The first payment shall be made on January 5, 2019 and is due each 5th of the month thereafter. The Reorganized Debtor shall use the Registry Funds to make the required payments on the Effective Date and will fund the remainder of its plan by continuing in the ordinary course of its business -- collecting rents on the Miller Road Property. It will be managed by Tim Renfrow, and Mr. Renfrow shall also serve as the Plan's disbursing agent. A full-text copy of the Disclosure Statement dated November 25, 2018, is available at: http://bankrupt.com/misc/txsb18-1733540-137-1.pdf About T.C. Renfrow L.P. T.C. Renfrow Land L.P. holds the deed of trust on a land with house located at 7633 Miller Road, #2, Houston, Texas, valued at $7.5 million. It separately holds the deed of trust on a land with house located at 4035 SCR Road Rocksprings, Texas, with a current value of $595,000. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-33540) on June 5, 2017. Timothy C. Renfrow, manager of ACR GP, LLC, signed the petition. At the time of the filing, the Debtor disclosed $8.13 million in assets and $3.9 million in liabilities. The case is assigned to Judge Marvin Isgur. The Debtor hired The Gerger Law Firm PLLC as its legal counsel; Valbridge Property Advisors as its valuation expert; and Richard A. Roome, P.C. as its accountant. TANIA ELISSIA BATACHE: Court Tosses Suit vs R. Santi, M. Fontana ---------------------------------------------------------------- Plaintiff Tania Batache moved the Court for a Preliminary Injunction to prevent Defendants Roque Santi and Mafalda Fontana from selling real property prior to a trial on the merits. Conversely, Defendants move for Dismissal of Plaintiff's claims. Having reviewed viewed the parties' submissions and with the benefit of oral argument on Nov. 4, 2018, District Judge Otis D. Wright denied Batache's motion for preliminary injunction and granted the Defendants' motion to dismiss the case captioned TANIA BATACHE, Plaintiff, v. ROQUE SANTI, et al., Defendants, Case No. 2:18-cv-06907-ODW(KS) (C.D. Cal.). Defendants' motion to strike complaint of punitive damages is denied as moot. Plaintiff argued that Defendants violated various provisions of the Truth in Lending Act ("TILA") as well as the Home Owners Equity Protection Act ("HOEPA"). However, the Court does not reach the merits of Plaintiff's TILA (and HOEPA by extension because the Act is an amendment to TILA) claims because they are time-barred. TILA rescission claims "expire three years after the date of the consummation of the transaction or upon the sale of the property, whichever comes first." In contrast to a TILA damages claim, TILA rescission claims contain a three-year statute of repose, and is not subject to equitable tolling. However, a suit for rescission under TILA may be brought after the three-year period, so long as written notice was provided to the lender within the three-year period. Plaintiff does not offer argument as to whether her rescission claim is timely under 15 U.S.C. section 1635(f), but instead argues that her rescission claim is timely under 11 U.S.C. 108(a) of the Bankruptcy Code because "[s]ection 108(a) extends the time period for a chapter 11 debtor-in-possession to bring suit to up to two years after the order for relief." Therefore, Plaintiff maintains she has until 2020 to file a lawsuit seeking TILA rescission. Plaintiff begins by citing to In re Dawson, where the Bankruptcy Court for the District of Columbia held that TILA claims filed outside the three-year window were timely under 11 U.S.C. § 108(a). There is one issue with Plaintiff's argument, however: she swiftly shields herself with 108(a), while ignoring the likelihood that 108(b) may be more appropriately linked to her claims. Here, the Loan consummated on Feb. 24, 2014, so TILA provided the Plaintiff until Feb. 24, 2017, to file such notice. However, she took no action to rescind the loan under TILA. Moreover, she filed her first bankruptcy on August 19, 2016, so section 108(b) provided her 60 days to file a rescission claim, which she also did not do. During oral argument, the Court inquired as to whether Plaintiff provided rescission notice, and she indicated she never did. Thus, it is clear from the evidence that Plaintiff did not notify Defendants of her intention to rescind the loan within the time allotted. Accordingly, Plaintiff's TILA rescission claim is time-barred. Plaintiff's Second Cause of Action seeks rescission under the Home Ownership and Equity Protection Act, an amendment to TILA codified at 15 U.S.C. section 1639, for the alleged failure to provide additional disclosures required by HOEPA. HOEPA creates "a special class of regulated loans that are made at higher interest rates or with excessive costs and fees." To avail oneself of the protections afforded by HOEPA, one of two factors must be established: "either the annual percentage rate of the loan at consummation must exceed by more than 10% the applicable yield on treasury securities, or the total points fees payable by the consumer at or before closing must be greater than 8% of the total loan amount, or $400." As the Court has determined that Plaintiff's TILA and HOEPA claims are barred by TILA's statute of repose, she cannot state a claim upon which relief can be granted. Thus, Defendant's Motion to Dismiss Plaintiff's TILA claims is granted. The Court has determined that Plaintiff's claims are time-barred, so preliminary injunctive relief is inappropriate because Plaintiff cannot prevail on the merits. A copy of the Court's Nov. 15, 2018 Order is available at https://bit.ly/2QsZP2E from Leagle.com. Tania Elissia Batache, Plaintiff, represented by Michael J. Jaurigue -- michael@ryanjlglawyers.com -- Jaurigue Law Group & Ryan A. Stubbe -- ryan@jlglawyers.com -- Jaurigue Law Group. Roque Santi, an individual, Mafalda Fontana, an individual, All Persons Unknown, claiming any legal or equitable right, title, estate, lien, or interest in the property described in the complaint adverse to plaintiff's titlle or any cloud on plaintiff's title thereto & Does, 1-50, inclusive, Defendants, represented by Alan I. White, Law Offices of Alan I. White. Tania Elissia Batache filed for chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 18-10003) on Jan. 2, 2018, and is represented by Ryan A. Stubbe, Esq. of the Jaurige Law Group. TAPZ LLC: Proposes to Hire Ariel Peri as Accountant --------------------------------------------------- TAPZ, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Oregon to hire Ariel Peri as its accountant. The Debtor requires Ariel Peri to: a. assist it in all financial matters involved in this case; b. review of internal bookkeeping records, assistance with preparation of monthly Rule 2015 reports; c. prepare tax returns and analyse potential short year election, potential amendment of prior year tax returns not prepared by the proposed accountant; and d. assist the attorneys with financial data supporting a disclosure statement and plan of reorganization. Ariel Peri's customary hourly rate is $125 per hour. Ariel Peri does not have any connection with Debtor's creditors, any other party in interest, or their respective attorneys or accountant, according to Court filings. The accountant can be reached at: Ariel Peri, CPA Peri Management 21137 Thomas Dr. Bend, OR 97702 Phone: 541-480-1230 866-221-4254 E-mail: ariel@perimanagement.com About TAPZ LLC Bases in Bend, Oregon, TAPZ, LLC, sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. D. Ore. Case No. 18-33466) on Oct. 4, 2018, estimating less than $1 million in both assets and liabilities. Michael D. O'Brien, OSB and Theodore J. Piteo, OSB, at Michael D. O'Brien & Associates, P.C., serve as counsel to the Debtor. THAKORJI INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Thakorji, Inc. DBA Comfort Suites Stonecrest FDBA Hyatt Place East Atlanta 2135 Eastview Parkway, Suite 800 Conyers, GA 30013 Business Description: Thakorji, Inc. is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns a hotel located at 7910 Mall Ring Rd Lithonia, Georgia. Chapter 11 Petition Date: November 30, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 18-70018 Debtor's Counsel: Edward F. Danowitz, Esq. DANOWITZ LEGAL, P.C. 300 Galleria Parkway, SE, Suite 960 Atlanta, GA 30339-5949 Tel: (770) 933-0960 Fax: (770) 955-6654 E-mail: edanowitz@danowitzlegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Wesley Dowdy, managing agent. 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/ganb18-70018.pdf TITAN ENERGY: Top Management Will Get Cash Inducement Awards ------------------------------------------------------------ The Board of Directors of Titan Energy, LLC has approved the adoption of two management incentive compensation plans: the Key Executive Incentive Plan and the Refinancing Incentive Plan. The Incentive Plans are designed to ensure continued engagement for certain of the Company's executive officers as it continues to restructure its balance sheet in light of its ongoing liquidity concerns. The Key Executive Incentive Plan provides for the potential payment of cash-based incentive compensation to Jeffrey Slotterback, the Company's principal executive officer and chief financial officer, and Christopher Walker, the Company's chief operating officer. Pursuant to the Key Executive Incentive Plan, the Board (i) established written corporate performance metrics relating to proceeds from asset sales and reductions of general and administrative expenses; (ii) established target awards for the Key Executives, the payment of which are contingent on achievement of the performance metrics through Jan. 31, 2019; and (iii) prescribed a formula for determining the percentage of such target awards that may be payable based upon the level of attainment of the performance metrics through Jan. 31, 2019. The target awards are equal to 125% of the executive's base salary. The executives will be eligible to receive cash bonuses under the Key Executive Incentive Plan ranging from 50% to 200% of the target awards, based on the levels achieved under the performance metrics. The Refinancing Incentive Plan provides for the payment of cash-based incentive compensation to Mr. Slotterback. Pursuant to the Refinancing Incentive Plan, the Board (i) established written performance metrics relating to refinancing the Company's outstanding indebtedness under its first lien term loan facility and reducing, or eliminating, the indebtedness outstanding under its second lien term loan facility; (ii) established a target award for Mr. Slotterback, the payment of which is contingent on achievement of the refinancing metrics through April 30, 2019; and (iii) prescribed a formula for determining the percentage of such target award that may be payable based upon the level of attainment of the refinancing metrics through April 30, 2019. Mr. Slotterback will be eligible to receive a cash bonus under the Refinancing Incentive Plan ranging from 100% to 200% of his base salary, based on certain milestones achieved under the refinancing metrics. About Titan Energy Pittsburgh, Pennsylvania-based Titan Energy, LLC -- http://www.titanenergyllc.com/-- is an independent developer and producer of natural gas, crude oil and natural gas liquids (NGLs), with operations in basins across the United States with a focus on the horizontal development of resource potential from the Eagle Ford Shale in South Texas. The Company is a sponsor and manager of Drilling Partnerships in which the Company co-invests, to finance a portion of its natural gas, crude oil and natural gas liquids production activities. For the period from Sept. 1 through Dec. 31, 2016, Titan Energy reported a net loss of $33.31 million. For the period from Jan. 1, 2016, through Aug. 31, 2016, the Company reported a net loss of $177.4 million. As of Sept. 30, 2017, Titan Energy had $605.4 million in total assets, $605.5 million in total liabilities, and a $61,000 total members' deficit. Grant Thornton LLP, in Cleveland, Ohio, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company does not have sufficient liquidity to repay all of its current debt obligations, and as of Dec. 31, 2016, the Company was not in compliance with certain debt covenants under its credit facilities. The Company's business plan for 2017 contemplates asset sales, obtaining additional working capital, and the refinancing or restructuring of its credit agreements to long-term arrangements, or other modifications to its capital structure. The Company's ability to achieve the foregoing elements of its business plan, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain and raises substantial doubt about its ability to continue as a going concern. TRIGEANT HOLDINGS: Final Judgment in Favor of BTB Upheld -------------------------------------------------------- Trigeant Holdings, Ltd., Trigeant, LLC & Trigeant, LTD in the case captioned TRIGEANT HOLDINGS, LTD., et al., Appellants, v. BTB REFINING, LLC, Appellee, Nos. 9:18-CV-80515-ROSENBERG, 15-01634-EPK (S.D. Fla.) appeals the Bankruptcy Court's orders granting BTB Refining, LLC's motion to enforce confirmation order, granting Plaintiff BTB Refining, LLC's Motion for Summary Judgment on Count III of Amended Complaint; and Final Judgment Against Trigeant, Ltd. After careful consideration, District Judge Robin L. Rosenberg affirms the Bankruptcy Court's orders and final judgment. Trigeant Holdings, Ltd., Trigeant, LLC, and Trigeant, Ltd., the owners of a refinery and storage facility in Corpus Christi, Texas, filed voluntary Chapter 11 bankruptcy petitions in August and September 2014. Appellants filed a Chapter 11 plan in which they proposed to sell assets and use the proceeds to fully pay their creditors' claims. As part of that plan, appellants proposed to sell their interest in a Dock Use, Construction, Maintenance and Option Agreement, an agreement between appellants and an adjoining property owner, Berry GP, Inc. and Berry Contracting, LP, doing business as Bay, Ltd. ("Bay/Berry"). The Dock Use Agreement had given appellants the exclusive right to use a dock on the Corpus Christi Ship Channel for shipping and receiving. Bay/Berry filed an Amended Notice of Cure Claim Under Dock Use, Construction, Maintenance and Option Agreement in the bankruptcy proceeding, asserting that Bay/Berry was owed $3,294,010.92 under the terms of the Dock Use Agreement. Appellee BTB Refining, LLC one of appellants' creditors, contended that it had obtained appellants' interest in the Dock Use Agreement in a 2008 foreclosure sale, such that appellants no longer had an interest to sell. The Bankruptcy Court issued an Order Granting Joint Request for Expedited Ruling on Ownership of Bay/Berry Agreements on April 7, 2015. The Bankruptcy Court determined that appellants did not have an interest in the Dock Use Agreement to sell because appellee had foreclosed on the interest. On April 18, 2015, appellants, appellee, and other parties entered into a Settlement Agreement concerning distributions to be made to appellants' creditors. Bay/Berry withdrew its Amended Cure Claim on May 3, 2015, due to the Bankruptcy Court's determination that appellants did not have an interest under the Dock Use Agreement. On May 12, 2015, Bay/Berry filed a complaint against appellee in Texas state court ("the Texas action") for damages in excess of $3,000,000 for breach of the Dock Use Agreement. Appellee demanded that appellants reimburse the $2,200,000 in accordance with Section 4.3(b). Appellants refused. Appellee then initiated an adversary proceeding in the Bankruptcy Court to pursue an indemnity claim against appellants. Appellants moved for summary judgment in that proceeding, arguing that Bay/Berry's withdrawal of the Amended Cure Claim had nullified their obligation under Section 4.3(b) to indemnify appellee. Appellee and Bay/Berry subsequently settled the Texas action for $2,900,000. Appellee then moved for summary judgment in the adversary proceeding, seeking indemnification in that amount. The Bankruptcy Court granted appellee summary judgment on April 12, for the reasons that had supported the denial of appellants' motion for summary judgment. The Bankruptcy Court entered final judgment against appellants in the amount of $2,900,000 in the adversary proceeding. The Bankruptcy Court also granted appellee's motion to enforce the Confirmation Order in the bankruptcy proceeding, ordering appellants to pay appellee $2,900,000 pursuant to the Settlement Agreement and the Confirmation Order. Appellants contend that the Bankruptcy Court erred in interpreting Section 4.3(b) to require indemnification of the settlement in the Texas action. Appellants argue that a plain reading of Section 4.3(b) reveals that the Bay/Berry claims referenced in that section consisted solely of the Amended Cure Claim and a Cure Claim related to an Asphalt and Sale Agreement.1Appellants maintain that, after Bay/Berry withdrew the Amended Cure Claim and the Cure Claim related to the Asphalt and Sale Agreement was resolved, appellee faced no financial exposure related to the Bay/Berry claims referenced in Section 4.3(b), such that appellants' obligation to indemnify was nullified. The Court does not adopt an interpretation of Section 4.3(b) that would render the section meaningless, given that there is a reasonable contrary interpretation that is consistent with the contractual language. The reasonable interpretation is that Section 4.3(b) protects appellee from liability for the claims by Bay/Berry related to the Dock Use Agreement that are described in the Amended Cure Claim. This interpretation is consistent with the language of Section 4.3(b) stating that the Bay/Berry claims consisted, in part, of "the amount of $3,294,010.92 as set forth in" the Amended Cure Claim. Appellants' obligation to indemnify was triggered in the event that those claims were asserted against appellee. The Bankruptcy Court did not err in interpreting Section 4.3(b). Appellants also contend that, even if their obligation to indemnify was not nullified when Bay/Berry withdrew the Amended Cure Claim, the Bay/Berry claims referenced in Section 4.3(b) and the claims at issue in the Texas action were "substantively different." Appellants propose that the claims at issue in the Texas action did not relate to appellants' breach of the Dock Use Agreement, but rather related to appellee's own breach of the Dock Use Agreement after the 2008 foreclosure sale. Thus, appellants maintain that Section 4.3(b) does not require them to indemnify appellee for the settlement in the Texas action. Appellants did not provide the Bankruptcy Court with any evidence that created a disputed factual issue as to whether the $2,900,000 settlement in the Texas action was for the claims set forth in the Amended Cure Claim. Thus, the Bankruptcy Court did not err in concluding that the settlement fell within appellants' obligation under Section 4.3(b) to indemnify appellee. A copy of the Court's Opinion and Order dated Nov. 15, 2018 is available at https://bit.ly/2Q6gIRe from Leagle.com. Trigeant Holdings, Ltd., Trigeant, LLC & Trigeant, LTD., Appellants, represented by Jordi Guso -- jguso@bergersingerman.com -- Berger Singerman & Paul A. Avron -- pavron@bergersingerman.com -- Berger Singerman. BTB Refining, LLC, Appellee, represented by Charles W. Throckmorton, IV -- cwt@kttlaw.com -- Kozyak Tropin & Throckmorton & David Lee Rosendorf -- dlr@kttlaw.com --Kozyak Tropin & Throckmorton. About Trigeant Holdings Trigeant, owner of a Corpus Christi, Texas oil refinery, provides fuel and asphalt products to the housing and transportation industries. The company is owned by Palm Beach, Florida billionaire Harry Sargeant III and members of his family. On Nov. 26, 2014, Trigeant filed its first bankruptcy In re Trigeant Ltd., 13-38580. The case was dismissed on April 1, 2014. Trigeant Holdings, Ltd., and Trigeant, LLC, filed Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and 14-29030, respectively) on Aug. 25, 2014, amid a dispute among members of the Sargeant family. Mr. Sargeant's two brothers, Daniel and James, and his father, Harry Sargeant II, sent Trigeant to bankruptcy to fend off Mr. Sargeant III's bid to seize control of the company's primary asset. The family says Mr. Sargeant III, who has a $22 million lien against the plant through a company he controls called BTB Refining LLC, is attempting to prevent the refinery from operating in an effort to lower its value and obtain ownership of it. Trigeant Holdings estimated both assets and liabilities of $50 million to $100 million. Berger Singerman LLP serves as the Debtors' counsel. The Bankruptcy Court set the general claims bar date as Oct. 17, 2014, and March 31, 2015, as the deadline by which governmental entities must file proofs of claims. The Debtors filed on Sept. 16, 2014, their Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code. The Plan is premised on the sale of substantially all of the Debtors' assets to Gravity Midstream Corpus Christi, LLC. The Plan provides that holders of Allowed Claims will be paid in full, in cash. The U.S. Trustee for Region 21 has not appointed a committee of unsecured creditors. * * * Trigeant Holdings, Ltd., et al., notified the U.S. Bankruptcy Court for the Southern District of Florida that the Effective Date of their Third Amended Joint Plan of Reorganization occurred on June 5, 2015. TSC DORSEY RUN: Case Summary & Unsecured Creditor ------------------------------------------------- Debtor: TSC Dorsey Run Road - Jessup, LLC 8600 Snowden River Parkway Columbia, MD 21046 Business Description: TSC Dorsey Run Road - Jessup, LLC is a privately held company engaged in activities related to real estate. The Company is the fee simple owner of a property located at 7869 Dorsey Run Road in Jessup, Maryland having a current value of $2.45 million. Chapter 11 Petition Date: November 28, 2018 Court: United States Bankruptcy Court District of Maryland (Baltimore) Case No.: 18-25597 Judge: Hon. Michelle M. Harner 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: $2,450,000 Total Liabilities: $2,359,552 The petition was signed by Bruce S. Jaffe, manager. The Debtor lists Robert H Vogel Engineering as its sole unsecured creditor holding a claim of $772. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb18-25597.pdf UVLRX THERAPEUTICS: Seeks to Hire Berti Spechler as Accountant -------------------------------------------------------------- UVLRX, Therapeutics, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Berti Spechler Sarmiento Mckay & Co. LLP, as its accountant. UVLRX Therapeutics requires Berti Spechler to: a. perform normal accounting and other accounting services as required by the Debtor, including but not limited Tax return preparation, tax research, financial statement preparation, and corporate debtor accounting; b. prepare and assist in preparation of court ordered reports, including the Proforma and United States Trustee Reports; and c. assist with preparing documents necessary for establishing feasibility of the Debtor's plan of reorganization. Berti Spechler will be paid at these hourly rates: Partners $300 Staffs $175-$275 Berti Spechler will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Vannier, a partner at Berti Spechler Sarmiento Mckay & Co. LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Berti Spechler can be reached at: Robert Vannier BERTI SPECHLER SARMIENTO MCKAY & CO. LLP 1933 Cliff Drive, Suite 26 Santa Barbara, CA 93109-1554 Tel:(805) 963-0571 E-mail: robert@bssmco.com About UVLRX, Therapeutics, Inc. Based in Oldsmar, Florida, UVLrx Therapeutics is dedicated to evidence-based medicine in the field of light therapy and offers the first known intravenous, concurrent delivery of Ultraviolet-A (UVA), RED and GREEN light wavelengths. UVLrx Therapeutics filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07590) on Sept. 7, 2018. In the petition signed by CEO Michael Harter, the Debtor disclosed $362,644 in assets and $5,179,373 in liabilities. The Debtor tapped Buddy D. Ford, Esq., at Buddy D. Ford P.A., as its bankruptcy counsel, and Fish IP Law LLP as its special counsel. VEROBLUE FARMS: Committee Hires Goldstein & McClintock as Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Veroblue Farms USA, Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Iowa to retain Goldstein & McClintock LLLP, as its counsel. The Committee requires Goldstein & McClintock to: (a) advise it on all legal issues as they arise; (b) represent and advise it regarding the terms of any sales of assets or plans of reorganization or liquidation, and assisting the Committee in negotiations with the Debtors and other parties; (c) investigate the Debtors' assets and pre-bankruptcy conduct, as well as the pre-bankruptcy conduct of the Debtors' officers, directors and holders of equity interests; (d) analyze the liens, claims and security interests of any of the Debtors' secured creditors, and where appropriate, raising challenges on behalf of the Committee; (e) prepare, on behalf of the Committee, all necessary pleadings, reports, and other papers; (f) represent and advise the Committee in all proceedings in these cases; (g) assist and advise the Committee in its administration; and (h) provide such other services as are customarily provided by counsel to a creditors' committee in cases of this kind. Goldstein & McClintock will be paid for its services at these hourly rates: Partners $725 Associates $295 Legal Assistants $225-$255 The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas R. Fawkes, partner of Goldstein & McClintock LLLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Goldstein & McClintock can be reached at: Thomas R. Fawkes, Esq. Goldstein & McClintock LLLP 111 W. Washington Street, Suite 1221 Chicago, IL 60602 Tel: (312) 337-7700 Email: tomf@goldmclaw.com About Veroblue Farms USA, Inc. Headquartered in Webster City, Iowa, VeroBlue Farms USA, Inc. -- http://verobluefarms.com/-- operates a fish farm specializing in Barramundi, a freshwater fish found in the Indo-Pacific waters of Australia. It created an innovative aquaculture system that utilizes the natural elements of air, water and care. VeroBlue Farms USA, Inc., VBF Operations Inc., VBF Transport Inc., VBF IP Inc., and Iowa's First Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 18-01297) on Sept. 21, 2018. In the petitions signed by Norman McCowan, president, VeroBlue estimated assets of less than $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Elderkin & Pirnie, PLC and Ag & Business Legal Strategies, P.C. as their legal counsel; and Alex Moglia and his firm Moglia Advisors as chief restructuring officer. On October 24, 2018, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditors of Veroblue Farms USA, Inc., and its debtor-affiliates. The Committee hired Goldstein & McClintock LLLP, as counsel. VIACAO ITAPEMIRIM: Chapter 15 Case Summary ------------------------------------------ Chapter 15 Debtor: Viacao Itapemirim, S.A. Transportadora Itapemirim S/A ITA - Itapemirim Transportes S/A Imobiliaria Bianca Ltda. Cola Comercial E Distribuidora Ltda. Viacao Caicara Ltda. Flecha S/A - Turismo, Comercio E Industria 500, Gelu Vervloet dos Santos Street 29090100 Vitoria-Espirito Santos Brazil Business Description: Viacao Itapemirim, S.A. is a provider of interstate passenger bus transportation services in Brazil. It also offers freight transportation services. The company was founded in 1953. To learn more, visit https://www.itapemirim.com.br. Chapter 15 Petition Date: November 29, 2018 Court: United States Bankruptcy Court Southern District of Florida (Miami) Chapter 15 Case No.: 18-24871 Judge: Hon. Robert A. Mark Foreign Representative: Elias Mubarak Junior 1761 Agelica Avenue - Pacaebu 01227-000 Sao Paulo-SP Brazil Foreign Proceeding in Which Appointment of the Foreign Representative Occurred: Reorganization Procedure of Viacao Itapemirim S.A. et al., 0060326-87. 2018.8.26.010 Foreign Representative's Bankruptcy Counsel: Leyza F. Blanco, Esq. SEQUOR LAW 1001 Brickell Bay Drive, 9th Floor Miami, FL 33131 Tel: 305-372-8282 305-372-8202 Email: lblanco@sequorlaw.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the Chapter 15 petition is available for free at: http://bankrupt.com/misc/flsb18-24871.pdf W RESOURCES: $180K Sale of Zachary Property Approved ---------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized W Resources, LLC's sale of the real property located at 22709 Ligon Road, Zachary, Louisiana to Brent Giuffre and Kendall Jenkins for $180,000. The sale is free and clear of any liens, claims, interests and other encumbrances, and all of those liens, claims, interests and other encumbrances will be referred and attach to the sale proceeds. The Debtor will pay from the sale proceeds at closing (i) the real estate sales commission owed to Debra Guilbeau of EXP Realty, LLC; and (ii) the ordinary and reasonable closing costs, including without limitation, any unpaid property taxes and a prorated portion of 2018 property taxes. The Debtor then will retain $5,000 representing carve out, and pay the balance of the sale proceeds to Callais Capital Management, LLC on its secured claim. Following the sale of the Purchased Property, the Recorder of Mortgages, Conveyances and the Clerk of Court of East Baton Rouge Parish and any other public officer or office, is authorized and directed to cancel and erase from the records of the parish every mortgage, lien, privilege and other item listed of record, including the following but only insofar as they affect the purchased property: i. Multiple Indebtedness Mortgage of Surface and Minerals, Collateral Assignment of Rents and Security Agreement, in favor of Callais Capital Management, LLC, recorded Dec. 10, 2015 in the East Baton Rouge Parish Mortgage records at Original 260, Bundle 12700, securing all present and future indebtedness of the Debtor. ii. Judgment in favor of Callais Capital Management, LLC in the amount of $3.84 million plus interest and costs, recorded April 20, 2018 in the East Baton Rouge Parish Mortgage records at Original 435, Bundle 12885. iii. Tax Lien in the amount of $36,188.24 recorded by the Internal Revenue Service on June 4, 2018 in the East Baton Rouge Parish Mortgage records at Original 661, Bundle 12892. This order will be effective and executory immediately upon its entry on the docket of the record of the case, and the 14-day stay provided by FED. R. BANKR. P. 6004(h) is abrogated and waived to allow the Debtor and the Purchasers to proceed immediately to effectuate the closing and transfers the Order authorizes. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/W_Resources_251_Order.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. W RESOURCES: $3M Sale of Baton Rough Aircraft Hangar to Callais OKd ------------------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized W Resources, LLC's sale of the aircraft hangar located at 4303 Chuck Yeager Drive, Baton Rouge, Louisiana, located on leased property described as Tract "F" at the Greater Baton Rouge Metropolitan Airport, East Baton Rouge Parish, to Callais Capital Management, LLC for $3 million. The land consists of a metallic/masonry aircraft hangar building with a total of approximately 23,594 +/- square feet of building area, comprised of approximately 8,839 +/- of finished office space and open hangar space, as well as all other constructions, buildings, component parts, furniture, fixtures and equipment located on or in such property. The sale is on an "as is, where is" basis, and free and clear of all liens, claims, interests or encumbrances. The Feb. 16, 2009 Lease Agreement by and between the City of Baton Rouge and Parish of East Baton Rouge on Behalf of the Greater Baton Rouge Airport District, and W Resources, LLC, filed and recorded in the records of East Baton Rouge Parish as Original 824, Bundle 12125 on Feb. 17, 2009, and any amendments and restatements to same, is assumed by the Debtor and assigned to the Buyer, with no cure payment through and including November 2018, upon the closing of the sale. From the $3 million Sale Price will be paid in cash at closing and without further Court order: (a) first, the secured claim of BTR Hangar Properties, L.L.C.; (b) second, as a surcharge under Section 506(c) paid by the Buyer: (i) the Debtor's portion of the prorated 2018 property taxes; (ii) any and all unpaid assessments existing as of the date of closing; (iii) a $50,000 carveout in favor of the Estate; and (iv) other ordinary and necessary costs of closing not to exceed the sum of $10,000; and (c) third, the secured claim of Callais, as a credit bid. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/W_Resources_259_Order.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 each. The Debtor hired Stewart Robbins & Brown, LLC as its legal counsel. Horne LLP serves as accountant. XENETIC BIOSCIENCES: Stockholders Elect 7 Directors --------------------------------------------------- Xenetic Biosciences, Inc., held its 2018 annual meeting of stockholders on Nov. 28, 2018, at which the Stockholders: (1) elected Jeffrey Eisenberg, Dr. James E. Callaway, Firdaus Jal Dastoor, FCS, Dr. Dmitry Genkin, Roman Knyazev Dr. Roger Kornberg, and Mr. Adam Logal as directors; (2) voted upon and approved the ratification of the selection of Marcum LLP as the independent registered public accounting firm of the Company for its fiscal year ending Dec. 31, 2018; (3) voted upon and approved, on a non-binding, advisory basis, the Company's named executive officer compensation; and (4) voted upon and approved, on a non-binding, advisory basis, a yearly frequency of holding future votes regarding named executive compensation. Consistent with the recommendation of the Company's Board of Directors, as set forth in the 2018 Proxy Statement, and based on the results of this non-binding advisory vote, it is the Company's intent that future advisory stockholder votes on the compensation of its named executive officers will be held annually and included in the Company's proxy materials for each annual meeting until the next required vote on Say on Frequency. About Xenetic Biosciences Lexington, Massachusetts-based Xenetic Biosciences, Inc., is a clinical-stage biopharmaceutical company focused on the discovery, research and development of next-generation biologic drugs and novel orphan oncology therapeutics. Xenetic's lead investigational product candidate is oncology therapeutic XBIO-101 (sodium cridanimod) for the treatment of progesterone resistant endometrial cancer. Xenetic incurred a net loss of $3.59 million in 2017 compared to a net loss of $54.21 million in 2016. As of Sept. 30, 2018, the Company had $15.53 million in total assets, $4.23 million in total liabilities and $11.29 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. YUMA ENERGY: Davis Petroleum Has 8.7% Stake as of Nov. 30 --------------------------------------------------------- Davis Petroleum Investments, LLC and Evercore Partners II LLC disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Nov. 30, 2018, they beneficially owned 2,027,444 shares of common stock of Yuma Energy, Inc., constituting 8.72 percent based on 23,243,763 shares of Common Stock issued and outstanding as of Nov. 14, 2018, based on information provided by the Issuer. The Common Stock was initially acquired as a result of the merger of Yuma with and into Davis Acquisition. The Reporting Persons currently plan to dispose of up to all of the Common Stock owned by them from time to time in sales in public transactions or in private transactions, at prevailing market prices or at privately negotiated prices. Each Reporting Person may further change its plans and intentions at any time and from time to time. Yuma's principal executive offices are located at 1177 West Loop South, Suite 1825, Houston, Texas 77027. A full-text copy of the regulatory filing is available for free at: https://is.gd/QDGzG8 About Yuma Energy Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company's operations have focused on onshore properties located in central and southern Louisiana and southeastern Texas where it has a long history of drilling, developing and producing both oil and natural gas assets. More recently, the Company has begun acquiring acreage in Yoakum County, Texas, with plans to explore and develop oil and natural gas assets in the Permian Basin. The Company has operated positions in Kern County, California, and non-operated positions in the East Texas Woodbine and the Bakken Shale in North Dakota. Its common stock is listed on the NYSE American under the trading symbol "YUMA." Yuma incurred a net loss attributable to common stockholders of $6.80 million in 2017 following a net loss attributable to common stockholders of $42.65 million in 2016. As of Sept. 30, 2018, the Company had $83.34 million in total assets, $47.58 million in total current liabilities, $11.31 million in total other noncurrent liabilities, and $24.44 million in total equity. Liquidity As previously reported, the Company initiated several strategic alternatives to mitigate its limited liquidity (defined as cash on hand and undrawn borrowing base), its financial covenant compliance issues, and to provide it with additional working capital to develop its existing assets. During the second quarter of 2018, the Company agreed to sell its Kern County, California properties for $4.7 million in gross proceeds and the buyer's assumption of certain plugging and abandonment liabilities, and received a non-refundable deposit of $275,000. The sale did not close as scheduled, and the buyer forfeited the deposit. The Company currently anticipates that it will close the sale with the same buyer in the fourth quarter of 2018 on re-negotiated terms. Upon closing, the Company anticipates that the majority of the proceeds will be applied to the repayment of borrowings under the credit facility; however, there can be no assurance that the transaction will close. On Aug. 20, 2018, the Company sold its 3.1% leasehold interest consisting of 9.8 net acres in one section in Eddy County, New Mexico for $127,400. On Oct. 23, 2018, the Company sold substantially all of its Bakken assets in North Dakota for approximately $1.16 million in gross proceeds and the buyer's assumption of certain plugging and abandonment liabilities. On Oct. 24, 2018, the Company sold certain deep rights in undeveloped acreage located in Grady County, Oklahoma for approximately $120,000. Proceeds of $1.0 million from these non-core asset sales were applied to the repayment of borrowings under the credit facility in October 2018, bringing the current outstanding balance and borrowing base under the credit facility to $34.0 million, with the balance of the proceeds used for working capital purposes. Additionally, the Company has reduced its personnel by nine employees since Dec. 31, 2017, a 26% decrease. This brings the Company's headcount to 25 employees at Sept. 30, 2018. Also, the Company has taken additional steps to further reduce its general and administrative costs by reducing subscriptions, consultants and other non-essential services, as well as eliminating certain of its capital expenditures planned for 2018. The Company plans to take further steps to mitigate its limited liquidity which may include, but are not limited to, further reducing or eliminating capital expenditures; selling additional assets; further reducing general and administrative expenses; seeking merger and acquisition related opportunities; and potentially raising proceeds from capital markets transactions, including the sale of debt or equity securities. There can be no assurance that the exploration of strategic alternatives will result in a transaction or otherwise improve the Company's limited liquidity. The Company has borrowings under its credit facility that require, among other things, compliance with certain financial ratios and covenants. Due to operating losses the Company sustained during recent quarters, at Sept. 30, 2018, the Company was not in compliance under the credit facility with its (i) total debt to EBITDAX covenant for the trailing four quarter period, (ii) current ratio covenant, (iii) EBITDAX to interest expense covenant for the trailing four quarter period, and (iv) the liquidity covenant requiring the Company to maintain unrestricted cash and borrowing base availability of at least $4.0 million. Due to this non-compliance, the Company classified its entire bank debt as a current liability in its financial statements as of Sept. 30, 2018. On Oct. 9, 2018, the Company received a notice and reservation of rights from the administrative agent under its credit facility advising that an event of default has occurred and continues to exist by reason of the Company's noncompliance with the liquidity covenant requiring it to maintain cash and cash equivalents and borrowing base availability of at least $4.0 million. As a result of the default, the lenders may accelerate the outstanding balance under the credit facility, increase the applicable interest rate by 2.0% per annum or commence foreclosure on the collateral securing the loans. As of Nov. 14, 2018, the lenders have not accelerated the outstanding amount due and payable on the loans, increased the applicable interest rate or commenced foreclosure proceedings, but they may exercise one or more of these remedies in the future. The Company intends to commence discussions with the lenders under the credit facility concerning a forbearance agreement or waiver of the event of default; however, there can be no assurance that the Company and the lenders will come to any agreement regarding a forbearance or waiver of the event of default. As of Sept. 30, 2018, the Company had outstanding borrowings of $35.0 million under its credit facility, and its total borrowing base was $35.0 million, leaving no undrawn borrowing base. Due to drilling activities and other factors, the Company had a working capital deficit of $41.07 million (inclusive of the Company's outstanding debt under its credit facility) and a loss from operations of $6.89 million for the nine months ended Sept. 30, 2018. The Company said the factors and uncertainties described above raise substantial doubt about its ability to continue as a going concern. ZACKY & SONS: Seeks to Hire GlassRatner as Financial Advisor ------------------------------------------------------------ Zacky and Sons Poultry, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ GlassRatner Advisory & Capital Group, LLC, as its financial advisor. Zacky and Sons requires GlassRatner to: a. provide assistance with the following operational matters: (i) assist in all aspects of the Debtor's business activities and operations, including budgeting, cash management and financial management; (ii) negotiate regarding the relationship with the Debtor's lenders; (iii) negotiate with vendors, customers and other creditors; (iv) hire and terminate of employees of the Debtor; (v) evaluate liquidity options including restructuring, refinancing and reorganizing; (vi) review purchases and expenses; and (vii) act as a representative of the Debtor in bankruptcy court hearings as requested and appropriate; b. provide assistance in evaluating and executing restructuring alternatives; c. analyze the Debtor's operations and financial position and provide recommendations with respect to financial restructuring or dispositions of assets, in conjunction with the Debtor's management, as needed; d. evaluate strategic alternatives to maximize the value of the Debtor's assets, enterprise or operations and, as necessary, develop a plan of reorganization or liquidation, in conjunction with the Debtor's management; e. serve as a principal contact for the Debtor with the Debtor's creditors, as requested, with respect to the Debtor's financial and operational matters; f. provide information and analyses, as appropriate, for inclusion in Bankruptcy Court filings and testimony related thereto; g. provide assistance in negotiations with the various creditor and other constituents in the Debtor's bankruptcy case; h. provide assistance to prepare any and all monthly financial reports as required of a debtor-in-possession and other financial reporting required by the Bankruptcy Court and the Office of the United States Trustee; and i. provide assistance in regards to any refinancing, capital raising and sale process for the Debtor. GlassRatner will be paid at the hourly rate of $195 to %575. The Firm received a $200,000 prepetition retainer. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Brad Smith, partner of GlassRatner Advisory & Capital Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. GlassRatner can be reached at: Brad Smith GlassRatner Advisory & Capital Group, LLC 555 West 5th Street, Suite 3725 Los Angeles, CA 90013 Tel: (213) 402-1191 Email: bsmith@glassratner.com About Zacky and Sons Poultry, LLC Zacky & Sons Poultry, LLC -- http://zackyfarms.com-- is a grower, processor, distributor, and wholesaler of poultry products. It offers turkey and chicken products such as sausages, franks, and sliced meat. Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on November 13, 2018. The Hon. Robert N. Kwan presides over the case. In its petition, the Debtor estimated $50 million to $100 million in both assets and liabilities. The petition was signed by Lillian Zacky, managing member. Ron Bender, Esq., at Levene Neale Bender Yoo & Brill L.L.P., serves as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC, as financial advisor; and LKP Global Law, LLP, as special employment and labor counsel. ZACKY & SONS: Seeks to Hire Levene Neale as Counsel --------------------------------------------------- Zacky and Sons Poultry, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Levene Neale Bender Yoo & Brill L.L.P., as bankruptcy counsel. Zacky and Sons requires Levene Neale to: a. advise the Debtor with regard to the requirements of the Bankruptcy Court, the Bankruptcy Code, the Bankruptcy Rules and the UST as they pertain to the Debtor; b. advise the Debtor with regard to certain rights and remedies of the Debtor's bankruptcy estate and the rights, claims and interests of its creditors; c. advise the Debtor and with regard to resolving claims against the Debtor; d. represent the Debtor in any proceeding or hearing in the Bankruptcy Court involving the Debtor's estate, unless the Debtor is represented in such proceeding or hearing by other special counsel; e. conduct examinations of witnesses, claimants or adverse parties and represent the Debtor in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of firm's expertise or which is beyond firm's staffing capabilities; f. prepare and assist the Debtor in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, monthly operating reports, quarterly reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtor's use, sale or lease of property outside the ordinary course of business; g. assist the Debtor to evaluate its executory contracts and unexpired leases and, where appropriate, to assist the Debtor to assume or reject such executor contracts and unexpired leases; h. assist the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and i. perform any other services which may be appropriate in firm's representation of the Debtor during the Debtor's chapter 11 bankruptcy case. Levene Neale will be paid at these hourly rates: Attorneys $495-$595 Paraprofessionals $250 Prior to the Debtor's chapter 11 bankruptcy filing, the Firm received three payments from the Debtor totaling $300,000. Levene Neale will also be reimbursed for reasonable out-of-pocket expenses incurred. Ron Bender, Esq., partner of Levene Neale Bender Yoo & Brill L.L.P., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Levene Neale can be reached at: Ron Bender, Esq. LEVENE NEALE BENDER YOO & BRILL L.L.P. 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyb.com About Zacky and Sons Poultry, LLC Zacky & Sons Poultry, LLC -- http://zackyfarms.com-- is a grower, processor, distributor, and wholesaler of poultry products. It offers turkey and chicken products such as sausages, franks, and sliced meat. Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on November 13, 2018. The Hon. Robert N. Kwan presides over the case. In its petition, the Debtor estimated $50 million to $100 million in both assets and liabilities. The petition was signed by Lillian Zacky, managing member. Ron Bender, Esq., at Levene Neale Bender Yoo & Brill L.L.P., serves as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC, as financial advisor; and LKP Global Law, LLP, as special employment and labor counsel. ZACKY & SONS: Seeks to Hire LKP Global Law as Special Counsel ------------------------------------------------------------- Zacky and Sons Poultry, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ LKP Global Law, LLP, as special employment and labor counsel. Zacky and Sons requires LKP Global Law to advise it on employment and labor matters including matters related to the WARN Act and its California labor laws. LKP Global Law will be paid at these hourly rates: Senior Partner $550 Partner $495 Senior Associate $450 Junior Associate $375 Paralegal $250 Prior to the Petition Date, on October 24, 2018, the Debtor paid LKP Global Law a $25,000 retainer. LKP Global Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Victor T. Fu, a partner of LKP Global Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. LKP Global Law can be reached at: Victor T. Fu, Esq. LKP GLOBAL LAW, LLP 1901 Avenue of the Stars, Suite 480 Los Angeles, CA 90067 Tel: (424) 239-1890 Fax: (424) 239-1882 Email: vfu@lkpgl.com About Zacky and Sons Poultry, LLC Zacky & Sons Poultry, LLC -- http://zackyfarms.com-- is a grower, processor, distributor, and wholesaler of poultry products. It offers turkey and chicken products such as sausages, franks, and sliced meat. Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on November 13, 2018. The Hon. Robert N. Kwan presides over the case. In its petition, the Debtor estimated $50 million to $100 million in both assets and liabilities. The petition was signed by Lillian Zacky, managing member. Ron Bender, Esq., at Levene Neale Bender Yoo & Brill L.L.P., serves as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC, as financial advisor; and LKP Global Law, LLP, as special employment and labor counsel. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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