/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181210.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 10, 2018, Vol. 22, No. 343 Headlines 10 HOMESTEAD AVENUE: Hires Lipman & White as Special Counsel 3600 ASHE: Cash Collateral Use Through Jan. 26 Okayed 57 ELM STREET: Jan. 8 Plan Confirmation Hearing 5TH STREET: Voluntary Chapter 11 Case Summary ADAMIS PHARMACEUTICALS: Provides Update on U.S. Launch of SYMJEPI AL THERAPY: Second Interim Cash Collateral Order Entered ALEX CAO: $2.5MM Sale of New York Condo Unit 5B to Rowan Approved ALL AMERICAN OIL: Lender Seeks Appointment of Chapter 11 Trustee ALLIANCE HEALTHCARE: Moody's Alters Outlook of B1 CFR to Negative AMYRIS INC: Will Sell $60 Million Convertible Notes to 2 Investors ARABELLA EXPLORATION: Court Confirms Chapter 11 Plan ARABELLA PETROLEUM: Plan Confirmation Hearing Set for Jan. 7 ARCH COAL: 8th Cir. BAP Dismisses Frakeses' Appeal as Premature AVALIGN HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable BAKKEN RESOURCES: Case Summary & 9 Unsecured Creditors BARCHELLA LANDSCAPE: Voluntary Chapter 11 Case Summary BEAUTIFUL BROWS: Court Approves Appointment of Ch. 11 Trustee BENTWOOD FARMS: Case Summary & 20 Largest Unsecured Creditors BETTEROADS ASPHALT: Bid to Junk Involuntary Petitions Partly Denied BOBBIE VARDAN: Ct. Grants Wells Fargo Bid for Automatic Stay Relief BOBBY DERWOOD: Seeks to Hire Corral Tran as Counsel BRIGHTLINE TRAINS: Fitch Withdraws BB- Rating on $600MM 2017 Bonds BTO TRUCKING: Seeks Authorization to Use Cash Collateral CALVARY COMMUNITY: Trustee's $7.75MM Sale of Las Vegas Asset Okayed CAMBER ENERGY: Amends Current Report Regarding November 2018 SPA CAMBER ENERGY: Receives Listing Deficiency Notice from NYSE CAROLEI REALTY: Hires Bowitch & Coffey as Special Counsel CHESAPEAKE ENERGY: Files Registration Statement on Form S-4 CHURNEY'S REAL ESTATE: Case Summary & 4 Unsecured Creditors CLICKAWAY CORP: Seeks March 26 Plan Filing Deadline Extension COMMUNITY HEALTH: CVRs Will be Delisted from Nasdaq CONEX EQUIPMENT: Hires Lange & Associates as Accountant CONSTELLATION OIL: Chapter 15 Case Summary DAILY GAZETTE: Retention of Greenway's to Auction Property Approved DAVIES CONSULTANTS: Jan. 17 Confirmation Hearing DAYMARK SOLUTIONS: Judge Signs Agreed Final Cash Collateral Order DECK CHASSIS: S&P Cuts Issuer Credit Rating to B+, Outlook Stable DEGRAVE INDUSTRIES: Voluntary Chapter 11 Case Summary DELTA WATERWAYS: Unsecured Creditors to Get 100% over 60 Months DISH DBS: S&P Lowers Issuer Credit Rating to B-, Outlook Negative DITECH HOLDING: Derivative Action Settlement Gets Preliminary OK DURR MECHANICAL: Case Summary & 20 Largest Unsecured Creditors EAGLE REBAR: Feb. 7 Hearing on Disclosure Statement EBH TOPCO: Unsecured Recovery Contingent Upon Committee's Probe EMPRESAS CARRION: Case Summary & 5 Unsecured Creditors EPW LLC: Court Approves Disclosure Statement EQUITRANS MIDSTREAM: Fitch Assigns BB Issuer Default Rating FAIRFIELD TIC: Court Dismisses Chapter 11 Case for Bad Faith Filing FAYETTE MEMORIAL: U.S. Trustee Forms 2-Member Committee FC GLOBAL: No Qualified Bidders for Gadsden's T9 Property FLIPDADDY'S LLC: Case Summary & 20 Largest Unsecured Creditors FORM TECHNOLOGIES: Moody's Lowers CFR to B3, Outlook Stable FYBOWIN LLC: Hires Buccigrossi & Associates as Accountant GENERAL AERONAUTICS: Bid to Quash Ch. 11 Involuntary Petition Nixed GREENTECH AUTOMOTIVE: Dec. 21 Plan Confirmation Hearing GROVE AVE: Secured Claims To Be Paid Upon Sale of Property GUILBEAU MARINE: Hires Lee Felterman as Marine Broker HKD TREATMENT: PCO Files Report for Period Ended Nov. 27 HOUTEX BUILDERS: Court Denies Application to Hire Accountant HOVNANIAN ENTERPRISES: Reports Q4 Net Income of $46.2 Million HUT AIRPORT: Case Summary & 17 Unsecured Creditors IDEAL DEVELOPMENT: $375K Sale of Atlanta Property to Clinica Okayed INPIXON: Rights Offering Subscription Period Starts INTERIOR COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors INTL FCSTONE: S&P Affirms BB- Issuer Credit Rating, Outlook Stable JBECKS PROPERTIES: Seeks Authority on Continued Cash Collateral Use JORGE A. ALVAREZ: Seeks Authorization on Cash Collateral Use JOSEPH G. FOUST: Liquidator's Sale of Personal Property Approved JOSEPH MUSUMECI: $615,000 Sale of Brigantine Property Approved JXB 84: To Sell Property to Pay Deutsche Bank's $1.1MM Claim KITTERY POINT: Court Awards Marcus Clegg $37K as Compensation KNEL ACQUISITION: S&P Alters Outlook to Negative & Affirms 'B' ICR LONGHORN MANUFACTURING: Jan. 9 Plan Confirmation Hearing MACK-CALI REALTY: Moody's Cuts Sr Unsec. Debt Rating to Ba2 MATCH GROUP: S&P Hikes Unsec. Notes Rating to BB & Affirms BB ICR MEEKER NORTH: PCO Files 3rd Report MENSONIDES DAIRY: Unsecureds' Recovery Unknown Under Plan MESOBLAST LIMITED: Releases Results of Annual General Meeting MIDWAY OILFIELD: Committee Hires Lugenbuhl Wheaton as Counsel MISSION COAL: Hires Ernst & Young as Valuation and Tax Advisor MODERN PROMOS: Seeks Authorization on Cash Collateral Use MUSCLEPHARM CORP: Enters Into Equity Exchange Agreement with AMI NASHVILLE PHARMACY: Case Summary & 19 Unsecured Creditors NASHVILLE SMILES: Seeks Authorization to Use Cash Collateral NEWARK SPECIAL: Gets Final Approval to Use Cash Collateral NEXT COMMUNICATIONS: Jan. 22 Plan Confirmation Hearing NICHOLS BROTHER: Wins Extension of Exclusivity Periods NRG ENERGY: Moody's Hikes CFR to Ba2, Outlook Positive ONCOBIOLOGICS INC: Changes Name to Outlook Therapeutics OPERATION SIMULATION: Hires Keith Cochran as Accountant PALADIN HOSPITALITY: Has Final Authorization to Use Cash Collateral PANIOLO CABLE: Creditors Seek Ch. 11 Trustee Appointment PAR PETROLEUM: Moody's Affirms B1 CFR, Outlook Stable PATISSERIE VALERIE: Appoints Nick Perrin as Interim CFO PEPPERELL MILLS: Seeks Authority to Continue Using Cash Collateral PHILMAR CARE: Case Summary & 20 Largest Unsecured Creditors PIONEER ENERGY: Joe Freeman Quits as SVP Well Servicing Segment PLATTE COUNTY: Moody's Lowers Rating on NID Bonds to Ba3 PREFERRED CARE: Transfer of Artesia & Las Cruces Facilities Okayed PREFERRED CARE: Transfer of Santa Fe Facility to Diamond Care OK'd PRESCRIPTION ADVISORY: Seeks Approval on $125K Financing, Cash Use PROMISE HEALTHCARE: U.S. Trustee Appoints Melanie Cyganowski as PCO QUANTUM WELLNESS: May Use Cash Collateral Until January 9 QUOTIENT LIMITED: Receives Consents to Modify Senior Secured Notes RAGGED MOUNTAIN: Unsecured Creditors to Get 10% Over 5 Years REMARKABLE HEALTHCARE: Comerica Bank Objects to Plan Disclosures REMARKABLE HEALTHCARE: Landlords Object to Disclosure Statement REPUBLIC METALS: To Send Inventory Sale Proceeds to Lenders RGIS SERVICES: Moody's Lowers CFR to Caa1, Outlook Stable RIO MALL: Seeks to Hire Mertz Corporation as Broker ROC N RAMEN: Seeks to Hire Bronson Law Offices as Counsel ROCK SPRINGS: Seeks to Hire Willis & Wilkins as Attorney SANDOVAL FAMILY: $890K Sale of San Antonio Property to Cross Okayed SCIENTIFIC GAMES: Gavin Isaacs Quits as Director SEARS HOLDINGS: Creditors Panel Hires Akin Gump as Counsel SEARS HOLDINGS: U.S. Trustee Appoints Elise Frejka as CPO SENIOR OAKS: Seeks to Hire Davis & Davis as Attorney SEUNG N. KIM: $975K Sale of College Point House to Chen OK'd SIDELINE 96TH STREET: Sutherland Prohibits Cash Collateral Use SKYLINE RIDGE: To Settle Dispute with Cinco for Cash Payment SLIGO PARKWAY: Unsecured Creditors to Get 90% Under New Plan ST. JUDE NURSING: Has Authority on Interim Cash Collateral Use SUMMIT FINANCIAL: Unsecured Claims Total $30M under New Plan SUMMIT HME: Seeks Authorization on Cash Collateral Use SUNCREST STONE: Hires Crumley and Associates as Appraiser SUSAN VOGEL: $218K Sale of Fort Washington Property to Barton OK'd T.I. CONSTRUCTION: Allowed to Use Cash Collateral on Final Basis TACO BUENO: Committee Hires Kilpatrick Townsend as Counsel TACO BUENO: Committee Hires Province as Financial Advisor TAYLOR'S HAULING: Case Summary & 20 Largest Unsecured Creditors TWIFORD ENTERPRISES: Wants to Use Cash Through End of February 2019 UNIVERSITY OF THE ARTS: Fitch Affirms BB+ on $51.7MM 2017 Bonds USA PROMLITE: Voluntary Chapter 11 Case Summary VERSA MARKETING: Wants to Open PACA Trust Account, Use Cash VIDEOLOGY INC: Says Sale Proceeds Allocation Delays Plan Filing VISUAL HEALTH: Seeks Continued Cash Collateral Use Until Dec. 31 WEATHERFORD INTERNATIONAL: Completes Sale of Saudi Arabia Business WILSON MANIFOLDS: Wins BB&T Consent to Use Cash Collateral ********* 10 HOMESTEAD AVENUE: Hires Lipman & White as Special Counsel ------------------------------------------------------------ 10 Homestead Avenue, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ the Law Office of Lipman & White, as special counsel to the Debtor. 10 Homestead Avenue requires Lipman & White to assist the Debtor in selling, negotiating a purchase and sale agreement, drafting documents and representing it at the closing of the sale of four (4) condominium units located at 10 Homestead Avenue, Quincy, MA. Lipman & White will be paid a flat fee of $1,250 per unit and will be due if the unit's title is transferred. John F. White, a partner at the Law Office of Lipman & White, 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. Lipman & White can be reached at: John F. White, Esq. LAW OFFICE OF LIPMAN & WHITE 171 Rockland Street, Suite 201 Hanover, MA 02339 Tel: (781) 924-6176 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. The Law Office of Lipman & White, is the special counsel. 3600 ASHE: Cash Collateral Use Through Jan. 26 Okayed ----------------------------------------------------- The Hon. Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California authorized 3600 Ashe, LLC's use of cash collateral through Jan. 26, 2019 on a final basis. The Debtor is authorized to use cash collateral to pay any and all ordinary and necessary operating and administrative expenses of the Debtor, as well as certain non-ordinary expenses for repairs and renovations of the Debtor Units, pursuant to and in accordance with this order and the budget, including, without limitation, the weekly expenditures set forth in each line item thereof. The Debtor, however, may (1) carry over any amounts not expended for a particular line item in any week to succeeding weeks, (2) expend up to 15.0% more than the amounts set forth in a particular line item for a specific week in such week, and (3) expend over 15.0% more than the amounts set forth in a particular line item for a specific week in such week so long as the aggregate expenditures during the period covered by the Order do not exceed the total shown on the Budget for such period by more than 15.0%. The Debtor is also granted retroactive authority to pay the aggregate sum of $11,264 to LRS Realty & Management, Inc. for LRS' reimbursable expenses in connection with its services rendered as the Debtor's property manager, including LRS' expenses incurred in repairing Unit 13 of the Ashe Property in the approximate amount of $1,996. As adequate protection for their respective Diminution in Value, the Lenders are granted the following: (A) Each Lender is granted replacement liens to the same extent, validity, and priority as such Lender's respective prepetition liens, to the extent of any Diminution in Value with respect to such Lender, and to the extent of the Debtor's use of such Lender's respective cash collateral, against, in, or upon all property and assets of the Debtor and all proceeds, products, offspring, rents, and profits thereof, including any after-acquired property of any nature whatsoever. The Replacement Liens, however, will not extend to any Avoidance Actions, or the proceeds thereof or the property or cash recovered pursuant to any Avoidance Action. (B) The following Lenders are provided with the following adequate protection payments: (1) V.I.P. Trust Deed Company, as servicing agent for the various individuals and entities listed on the Lenders Schedule, will receive a monthly payment in the amount of $475 on account of each of the 15 first-priority liens encumbering a single, separate Debtor Unit, as identified in the Lenders Schedule (i.e., a total of $7,125 each month); (2) LendingHome Funding Corporation will receive a monthly payment in the amount of $1,100 on account of each of the four first-priority liens encumbering a single, separate Debtor Unit, as identified in the Lenders Schedule (i.e., a total of $4,400 each month), (3) LendingHome will receive a monthly payment in the amount of $1,100 on account of each of the two firstpriority liens encumbering either of the Former Debtor Units (i.e., Units 16 and 18 of the Ashe Property), provided that the applicable Former Debtor Unit has been leased to and occupied by a tenant (i.e., a total of up to $2,200 each month), and (4) Interstate 2010-1 Fund LLC will receive a monthly payment in the amount of $500 on account of each of the three second-priority, cross-collateralized liens encumbering a separate set of the Debtor Units, as identified in the Lenders Schedule (i.e., a total of $1,500 each month). A copy of the Order is available at http://bankrupt.com/misc/cacb17-25614-172.pdf About 3600 Ashe LLC 3600 Ashe, LLC, based in Glendale, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-25614) on Dec. 26, 2017. In the petition signed by Stephen Hall, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Deborah J. Saltzman presides over the case. Dean G. Rallis Jr., Esq., at Anglin Flewelling Rasmussen Campbell & Trytten LLP, serves as bankruptcy counsel to the Debtor; and DTLA Real Estate, Inc., as its real estate broker. 57 ELM STREET: Jan. 8 Plan Confirmation Hearing ----------------------------------------------- Judge John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey approved the second modified disclosure statement filed on November 19, 2018, with respect to 57 Elm Street Realty Holdings, LLC, and Old Lumberyard Associates, L.P.'s Chapter 11 plan. A hearing for the confirmation of the Plan is set for January 8, 2019, at 2:00 p.m. Objections to confirmation of the Plan must be filed on or before January 3, 2019. About 57 Elm Street Realty Holdings 57 Elm Street Realty Holdings, LLC and affiliate Old Lumberyard Associates, L.P., filed separate Chapter 11 petitions (Bankr. D.N.J. Case No. 18-14279 and 18-14280) on March 2, 2018. 57 Elm Street Realty estimated $1 million to $10 million in assets and under $1 million in liabilities, and Old Lumberyard estimated $1 million to $10 million in liabilities. The case is assigned to Judge John K. Sherwood. The Debtor is represented by Lawrence S. Berger, Esq. of Berger & Bornstein, LLC. 5TH STREET: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 5th Street Parking LLC 1461 First Avenue New York, NY 10075 Business Description: 5th Street Parking LLC is a single asset real estate company (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 7, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 18-13979 Debtor's Counsel: Julio E. Portilla, Esq. LAW OFFICE OF JULIO E. PORTILLA, P.C. 555 Fifth Avenue, 17th Floor New York, NY 10017 Tel: (212) 365-0292 Fax: (212) 365-4417 E-mail: jp@julioportillalaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mylene Liggett, member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-13979.pdf ADAMIS PHARMACEUTICALS: Provides Update on U.S. Launch of SYMJEPI ----------------------------------------------------------------- Adamis Pharmaceuticals Corporation provided a business update announcing the U.S. launch of FDA-approved SYMJEPI (epinephrine) 0.3mg Injection is planned for early Q1 2019. Adamis has continued to work closely with Sandoz Inc., a Novartis division, which has exclusive rights to market and distribute Symjepi in the U.S., to prepare for the U.S. market introduction of this life-saving treatment. Manufacture of commercial batches has been completed and Adamis will begin shipping to Sandoz distribution centers during December to ensure the appropriate supply for launch. SYMJEPI (epinephrine) 0.3mg Injection is indicated for the emergency treatment of allergic reactions (Type 1), including anaphylaxis, to stinging and biting insects, allergen immunotherapy, foods, drugs, diagnostic testing substances and other allergens, as well as idiopathic or exercise-induced anaphylaxis. SYMJEPI (epinephrine) 0.3 mg Injection is intended for immediate administration in patients who weigh 66 pounds or more and are determined to be at an increased risk for anaphylaxis. Dr. Dennis J. Carlo, president and chief executive officer of Adamis Pharmaceuticals, said, "We are confident that together with Sandoz, we are ready to take on the market challenges in this disease space and have the resources and capabilities in place to provide access to this important product. We believe Symjepi will be a value-add to the U.S. healthcare system, providing an affordable treatment option for those at risk of acute allergic reactions." About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including respiratory disease and allergy. The company's Symjepi (epinephrine) Injections 0.3mg and 0.15mg were approved for use in the emergency treatment of acute allergic reactions, including anaphylaxis. Adamis recently announced a distribution and commercialization agreement with Sandoz, a division of Novartis Group, to market Symjepi in the U.S. Adamis is developing a sublingual tadalafil product candidate as well as additional product candidates, using its approved injection device, and a metered dose inhaler and dry powder inhaler devices. The company's subsidiary, U.S. Compounding, Inc., compounds sterile prescription drugs, and certain nonsterile drugs for human and veterinary use, to patients, physician clinics, hospitals, surgery centers and other clients throughout most of the United States. Adamis incurred a net loss of $25.53 million in 2017 compared to a net loss of $19.43 million in 2016. As of Sept. 30, 2018, the Company had $70.22 million in total assets, $12.40 million in total liabilities and $57.82 million in total stockholders' equity. The report from the Company's independent accounting firm Mayer Hoffman McCann P.C., in San Diego, California, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AL THERAPY: Second Interim Cash Collateral Order Entered -------------------------------------------------------- The United States Bankruptcy Court for the Northern District of Texas has entered an second interim order authorizing AL Therapy LLC to use cash collateral as set forth in the Budget. The Debtor stipulates that as of the Petition Date, (a) it was indebted to Wells Fargo Bank, N.A. under a Prepetition Credit Facility, (b) the Prepetition Facility Obligations are legal, valid, binding, fully perfected, and non-avoidable obligations in the estimated aggregate liquidated amount of not less than $655,739; and (c) the Prepetition Facility Obligations and the Prepetition Facility Liens constitute legal, valid, binding, fully perfected, and non-avoidable senior first-priority obligations of the Debtor, enforceable in accordance with the terms and conditions of the Prepetition Facility Documents. Wells Fargo Bank is granted (a) automatic perfected replacement liens on all property now owned or hereafter acquired by the Debtor; and (b) superpriority administrative claims pursuant to sections 361(2), 363(c)(2), 503(b)(1), 507(a)(2), and 507(b) of the Bankruptcy Code. The Replacement Liens will not attach to any Chapter 5 causes of action under the Bankruptcy Code. In addition, the Debtor will: (a) make monthly payments of $2,000 to Wells Fargo Bank on the 15th day of every month; (b) allow Wells Fargo Bank, its agent or any party authorized under the Prepetition Facility Documents to conduct and finalize an audit of the Prepetition Facility Collateral and Collateral and to conduct a physical inspection of each of the Debtor's facilities, and will reasonable cooperate with such audit and inspections; (c) maintain adequate insurance coverage on the Prepetition Facility Collateral and the Collateral, as may be required under the Prepetition Facility Documents, and maintain or name Wells Fargo Bank as mortgagee, lender loss payee and/or additional insured under the insurance policies; and (d) remain current in all post-petition tax payment and reporting obligations. The Debtor will immediately cease using the cash collateral after the Cure Period upon the occurrence of any of these events: (a) there is an Event of Default under the Prepetition Facility Documents; (b) the Debtor violates any term of the Second Interim Order; or (c) entry of an order: (i) converting the Debtor's Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code; (ii) dismissing the Debtor's Bankruptcy Case; (iii) reversing, vacating, or otherwise amending, supplementing, or modifying the Second Interim Order; (iv) terminating or modifying the automatic stay for any creditor asserting a lien on the collateral other than Wells Fargo; or (v) invalidating, subordinating, or otherwise sustaining any challenge to the Pre-Petition Facility Liens, the Replacement Lines, or the Superpriority Claims granted to Wells Fargo under the Second Interim Order. A full-text copy of the Second Interim Order is available at http://bankrupt.com/misc/txnb18-32694-44.pdf About AL Therapy LLC AL Therapy LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-32694), on August 10, 2018. In the petition signed by its managing member, Lyle Matthis, the Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The Debtor is represented by Eric A. Liepins, Esq. at Eric A. Liepins, P.C. ALEX CAO: $2.5MM Sale of New York Condo Unit 5B to Rowan Approved ----------------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized Alex Cao's private sale of the condominium property located in a historic Museum Building at 11 Mercer Street, Unit 5b, New York, together with an 8.5% undivided interest in the Common Elements, to John Keener Rowan for $2.5 million. A hearing on the Motion was held on Nov. 7, 2018. The sale is free and clear of all liens, claims and encumbrances, with such liens, claims and encumbrances to attach to the sale proceeds. The Debtor is authorized and directed to pay at the closing from the proceeds of sale of the Property any and all costs of closing, taxes, utilities, and Allowed Claims in the Plan, including but not limited to the claims held by US Bank for the first mortgage and the Board for pre- and post-petition maintenance arrears and reasonable counsel fees through the date of closing, without further order of the Court. The US Bank and the Board will provide payoff letter(s) to the Debtor's counsel within 3 business days of demand by the Debtor and the Debtor either consents to the amounts set forth therein or promptly file objection with the Court. The Closing may proceed notwithstanding the Debtor's objection to a given lien or claim provided the Debtor reserves in its attorney's escrow account an amount necessary to satisfy the portion of the claim objected to in the event the Court finds the Debtor's objection to be without merit. Within 3 days of entry of the Order, the Board will issue a written waiver of its right of first refusal conditioned on: (i) the payment of the Board's allowed pre-petition claim, reasonable attorneys' fees and any and all applicable taxes and closing expenses. The broker's commission of 3% of the Purchase Price, is approved and will be paid from sale proceeds at closing to the Purchaser's broker, Edward Hickey of Compass. The provisions of the Order will be immediately effective upon its entry and any actions taken pursuant hereto will survive entry of, and will govern with respect to any conflict with, any other order. The proceeds arising from the sale of the Property to the Purchaser and received by the Debtor under the Agreement will be disbursed at closing to all Allowed claims pursuant to the confirmed Plan, as set forth below and pursuant to any further Order of a court of competent jurisdiction and the Debtor may pay any necessary standard costs of closing therefrom, and the balance of the sale proceeds will be deposited into the Debtor's account to be distributed in accordance with the Debtor's Plan with any surplus going back to the Debtor. In the event the sale to the Purchaser does not take place within 30 days of entry of the Confirmation Order, the Debtor will have the option to cancel the Agreement and enter into another contract of sale or to file a motion seeking to sell the Property, at an auction. Any stay required by Bankruptcy Rules 6004(h) or 6006(d) are waived, for cause, and the Order is effective immediately upon its entry. The delivery of a deed by the Debtor to the Purchaser and the issuance of any mortgage in connection therewith, are instruments of transfer made in furtherance of and is contemplated by the Debtor's confirmed Plan, and thereby will be exempt from the imposition and payment of any transfer, stamp, recording or similar taxes to the fullest extent within the meaning of Section 1146(a) of the Bankruptcy Code, including any state or city mortgage recording tax, deed and transfer taxes, and the recording officers are directed to accept and record the deed and mortgage without payment of such Stamp Taxes. Alex Cao sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 18-11621) on May 29, 2018. Counsel for the Debtor: Robert J. Spence, Esq. SPENCE LAW OFFICE, P.C. 55 Lumber Road, Suite 5 Roslyn, NY 11576 Telephone: (516) 336-2060 E-mail: rspence@spencelawpc.com ALL AMERICAN OIL: Lender Seeks Appointment of Chapter 11 Trustee ---------------------------------------------------------------- Kern Cal Oil 7 LLC asks the U.S. Bankruptcy Court for the Western District of Texas to appoint a Chapter 11 examiner for All American Oil & Gas Inc. and its affiliates. Kern Cal is the sole lender, and administrative and collateral agent under, two credit facilities with the Debtors that comprise substantially all of the Debtors’ funded indebtedness. According to Kern Cal, the Court should appoint an examiner to investigate the Debtors' prepetition conduct and potential related claims. That misconduct falls into two categories. First, on the eve of bankruptcy, the Debtors' directors and officers directed millions of dollars to select recipients including themselves, various professionals and other unsecured creditors, thus draining critical cash from the estate, and; second, the Debtors failed to hedge appropriately against commodity price fluctuations, which is contrary to prudent business practice in the oil and gas industry and directly impairs the Debtors' value. In this case, only through the appointment of an examiner can an unbiased investigation into the Debtors’ conduct be achieved, particularly where, as here, the Debtors’ management and professionals were participants in the conduct in question. While Kern Cal reserves the right to seek a trustee for the transgressions evidenced by the above issues and other considerations, an examiner would be an appropriate first step in the process. Kern Cal is represented by: John F. Higgins, Esq. Eric M. English, Esq. Heather K. Hatfield, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713) 226-6000 Fax: (713) 228-1331 Email: JHiggins@porterhedges.com EEnglish@porterhedges.com Hhatfield@porterhedges.com -- and -- Stephen H. Warren, Esq. Brian M. Metcalf, Esq. O'MELVENY & MYERS LLP 400 South Hope Street Los Angeles, CA 90071 Telephone: (213) 430-6000 Facsimile: (213) 430-6407 Email: swarren@omm.com bmetcalf@omm.com About All American Oil & Gas Inc. All American Oil & Gas Inc. -- https://www.aaoginc.com -- is an independent oil company headquartered in San Antonio, Texas. It holds and provides shared administrative and accounting services to its two wholly-owned subsidiaries Kern River Holdings Inc. and Western Power & Steam, Inc. KRH is an exploration and production company that utilizes a state-of-the-art steam flood to extract oil within a 215-acre leasehold, with 110 acres currently under steam flood, in the Kern River Oil Field. WPS is a power company that operates a 20-megawatt cogeneration facility, which -- in addition to selling power to Pacific Gas & Electric -- provides KRH with both electricity and steam (generated from waste heat) to aid its extraction of oil. All American Oil & Gas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 18-52693) on November 12, 2018. At the time of the filing, the Debtors had estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The cases have been assigned to Judge Ronald B. King. The Debtors tapped Dykema Gossett PLLC and Hogan Lovells US, LLP as legal counsel; Houlihan Lokey as financial advisor; and BMC Group, Inc. as notice, claims and balloting agent. ALLIANCE HEALTHCARE: Moody's Alters Outlook of B1 CFR to Negative ----------------------------------------------------------------- Moody's Investors Service changed Alliance Healthcare Services, Inc.'s outlook to negative and affirmed its B1 Corporate Family Rating and B1-PD Probability of Default Rating. The change of outlook reflects Moody's expectation of slower than previously expected deleveraging and increased uncertainty around Alliance's acquisition of e+CancerCare. In May 2018, Alliance raised $100 million in add-on debt and it planned to raise an additional $100 million in equity contribution from China-based owner, Tahoe Investment Group Co., Ltd., to finance its acquisition of e+CancerCare. The expected deleveraging impact of the 50% equity financed e+CancerCare acquisition, as well as the business diversification and scale benefits, were incorporated in Moody's projections and ratings analysis. However, procurement of Tahoe equity financing has faced delays due to the regulatory approval process in China for cross-border investments. At the same time, Alliance's fundamental business faces challenges due to factors including reimbursement cuts and unfavorable payor trends. The affirmation of the B1 reflects Moody's view that Alliance will ultimately close the 50% equity financed acquisition of e+CancerCare despite delays in obtaining regulatory approval. Should this not occur, or should the acquisition be fully debt financed, the ratings will likely face further downward pressure. Moody's took the following rating actions: Alliance Healthcare Services, Inc. Corporate Family Rating affirmed at B1 Probability of Default rating affirmed at B1-PD Secured 1st lien revolving credit facility expiring 2022 affirmed at Ba3 (LGD3) Secured 1st lien term loan due 2023 affirmed at Ba3 (LGD3) Secured 2nd lien term loan due 2024 affirmed at B3 (LGD5) The rating outlook changed to negative from stable. RATINGS RATIONALE Alliance's B1 CFR reflects the company's moderate scale, challenging business operating environment, and high financial leverage of over 5.0x as of September 30, 2018. However, the rating is supported by a unique business model of partnering with hospitals in long term contracts and joint venture relationships, which provide durability to revenue and cash flow. This model also allows Alliance to expand, based on demand for services rather than bearing the risk of opening brand new centers in advance of future volume growth. The rating could be downgraded if Tahoe's equity contribution for e+CancerCare fails to materialize by mid-2019 or if the acquisition does not occur. The ratings could face pressure if operating performance declines for reasons including the company's inability to realize benefits from its acquisition of 6 sites from 21st Century Oncology, Inc. in Arizona. Moody's could also consider a downgrade if the company's financial policies become more aggressive towards debt-financed acquisitions or shareholder returns, if liquidity weakens, or if debt to EBITDA fails to decline towards 4.5 times. Given the negative outlook, an upgrade is unlikely in the near-term. However, in the longer term, if Alliance is able to materially increase its scale, generate increasing levels of free cash flow and improve its credit metrics, the rating could be upgraded. Adjusted debt/EBITDA will need to be sustained below 3.5 times to support an upgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Alliance is a national provider of freestanding, outsourced and joint venture healthcare services that includes outpatient radiology, oncology and interventional clinics, and ambulatory surgical centers. As of September 30, 2018, Alliance operated 662 diagnostic imaging and radiation therapy systems, including 83 fixed-site radiology centers across the country. Additionally, the company operated 41 radiation therapy centers and stereotactic radiosurgery (SRS) facilities. With a strategy of partnering with hospitals, health systems and physician practices, Alliance provides healthcare services to over 1,100 hospitals and healthcare partners in 44 states of the United States of America. Alliance is owned by Tahoe Investment Group Co., Ltd. AMYRIS INC: Will Sell $60 Million Convertible Notes to 2 Investors ------------------------------------------------------------------ Amyris, Inc., has entered into definitive agreements for the sale of $60 million of unsecured convertible senior notes, in a private placement with two "accredited investors" (as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933). The closing of the purchase and sale of the Notes is expected to occur by Dec. 10, 2018, subject to customary closing conditions. The Notes will mature in December 2021. The initial conversion price for the Notes will be $6.32, a 52% premium to the closing price of Amyris common stock on Dec. 6, 2018. The buyers may elect to convert the Notes at the conversion price at any time following the issuance date and the Company will have the option to cash settle a conversion undertaken by the buyers. The Notes will amortize in equal monthly payments starting on April 1, 2019. At the Company's option, amortization payments may be paid in cash, or subject to certain equity conditions, in shares of common stock. The Notes will accrue interest at a rate of 6% per annum, payable quarterly until the first installment date and then on each installment date in cash, or subject to the equity conditions, in common stock. Amyris estimates the net proceeds from the placement after related expenses will be approximately $56.2 million. Amyris intends to use the net proceeds from the placement together with a portion of an expected licensing payment to repay the Company's outstanding 6.5% and 9.5% convertible notes due in 2019. Based on the company's assumptions the net impact on our fully diluted share count of settling the existing convertible debt with cash proceeds from these notes and the expected cash from the license payment is expected to be at most around 5%. The Notes and any shares of common stock issuable upon conversion of the Notes or otherwise have not been registered under the Securities Act of 1933, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. About Amyris, Inc. Amyris, Inc., Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016 and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. ARABELLA EXPLORATION: Court Confirms Chapter 11 Plan ---------------------------------------------------- On November 20, 2018, the Bankruptcy Court conducted a combined hearing to consider confirmation of the Joint Plan of Reorganization proposed by Arabella Exploration, LLC, and Arabella Operating, LLC, and Platinum Partner's Credit Opportunities Master Fund, LP, and final approval of the Disclosure Statement. Based on the evidence presented, including the Final Report on Tabulation of Votes Cast by the Creditors on the Plan, the arguments and representations of counsel at the Combined Hearing, testimony or proffers of testimony presented at the Combined Hearing, and the entire record in these Chapter 11 Cases, the Court approves the Disclosure Statement, on a final basis, and confirms the Plan. The Troubled Company Reporter that unsecured creditors will receive no distribution under the plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txnb17-40120-11-483.pdf About Arabella Exploration Arabella Exploration, LLC, formed on Oct. 2, 2009, is a wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman Islands corporation. It is an oil and gas exploration company that owns working interests in a number of oil and gas properties and interests. Arabella Exploration filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed the petition. Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41479) on April 4, 2017. The case is being jointly administered with that of Arabella Exploration. Arabella Exploration estimated $1 million to $50 million in assets and liabilities. Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge. Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia, PLLC, serves as counsel to the Debtor. Miller Johnson serves as Battaglia's co-counsel. Rehmann Turnaround and Receivership's Charles Hoebeke is the Debtor's chief restructuring officer. No trustee, examiner or committee has been appointed in the case. ARABELLA PETROLEUM: Plan Confirmation Hearing Set for Jan. 7 ------------------------------------------------------------ The Bankruptcy Court has approved the disclosure statement explaining the amended plan of reorganization co-proposed by Morris D. Weiss, chapter 11 trustee for Arabella Petroleum Company, LLC, and the Official Committee of Unsecured Creditors for APC. Ballots accepting or rejecting the Plan are due December 28. Objections to Confirmation of the Plan are also due on December 28. The hearing to consider confirmation of the Plan is set for January 7, 2019 at 1:30 p.m. Under the Amended Disclosure Statement, Class 4 - General Unsecured Claims is impaired. The creditors will receive a prorata share of interests in the Liquidating Trust, equivalent to the ratio that their individual Allowed Claim bears to the total of Class 4 Allowed Claims. Class 5 - Subordinated Claims is impaired. The creditors will receive a pro rata share of interests in the Liquidating Trust, in the percentage that the dollar amount of their individual Allowed Claim bears to the dollar amount of all Allowed Class 5 Claims, to be calculated and paid only after all senior classes are paid in full. Class 6 - Holders of Equity Interest - All Equity Interest shall be cancelled under the Plan. Holders of Class 6 Equity Interests shall receive any remaining funds or assets from the Liquidating Trust in the event all senior classes are paid in full. The Plan creates a liquidating trust which will own all remaining assets of APC, including but not limited to cash, causes of action, rights to collect outstanding joint interest billings, and any remaining mineral or contract interests. As of September 30, 2018, the Trustee, for the APC Estate, held cash totaling $6,113,603, and anticipates receiving approximately $1,621,669 from the sale of certain interests by Arabella Exploration, LLC. Distributions to General Unsecured Creditors are anticipated to be between 20-33% of Allowed General Unsecured Claims, depending upon the ultimate proceeds paid by the AEX Estate, further recoveries and the outcome of pending and future claims objections. All assets of the Estate remaining as of the Effective Date, other than as necessary to pay any Allowed Secured Claims, Allowed Priority Claims, allowed Administrative Claims, pre-Effective Date U.S Trustee's fees and a reserve for wind down costs shall be transferred to the Liquidating Trust. The Trustee believes that he will have enough cash on hand on the Effective Date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. The distributions under the Plan are not contingent upon future operations of the Property. A full-text copy of the Disclosure Statement dated November 26, 2018, is available at: http://bankrupt.com/misc/txwb18-1570098tmd-879.pdf About Arabella Petroleum Company Based in Fort Worth, Texas, Arabella Petroleum Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 15-70098) on July 10, 2015. The petition was signed by Jason Hoisager, president and manager. At the time of the filing, the Debtor estimated assets of less than $10 million and liabilities of less than $50 million. On July 24, 2015, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Morris Weiss was appointed Chapter 11 trustee for the Debtor on Aug. 20, 2015. About Arabella Exploration Arabella Exploration, LLC, formed on Oct. 2, 2009, is a wholly-owned subsidiary of Arabella Exploration, Inc., a Cayman Islands corporation. It is an oil and gas exploration company that owns working interests in a number of oil and gas properties and interests. Arabella Exploration filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on Jan. 8, 2017. Charles (Chip) Hoebeke, manager, signed the petition. Arabella Operating, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41479) on April 4, 2017. The case is being jointly administered with that of Arabella Exploration. Arabella Exploration estimated $1 million to $50 million in assets and liabilities. Judge Russell F. Nelms in Ft. Worth, Texas, is the case judge. Raymond W. Battaglia, Esq., of the Law Offices of Ray Battaglia, PLLC, serves as counsel to the Debtor. Miller Johnson serves as Battaglia's co-counsel. Rehmann Turnaround and Receivership's Charles Hoebeke is the Debtor's chief restructuring officer. No trustee, examiner or committee has been appointed in the case. ARCH COAL: 8th Cir. BAP Dismisses Frakeses' Appeal as Premature --------------------------------------------------------------- Appellants, Michael and Jennifer Frakes, appeal the July 3, 2018 order of the bankruptcy court denying their "Amended Motion for Determination that Confirmation Order Does Not Bar a State Court Action Relating to the Springfield, Illinois Coal Contract." Upon review, the U.S. Bankruptcy Appellate Panel for the Eighth Circuit dismissed the appeal as premature. The first paragraph of the motion filed by the appellants asked the bankruptcy court "to determine" that they "are not prohibited by bankruptcy law, the confirmed plan of reorganization ... or other order of the Court from filing and prosecuting" a proposed state court complaint. The prayer of the motion asks "that the Court enter an Order authorizing them to file and prosecute to completion the claims set forth in the attached Complaint." In support, the appellants advance three reasons as to why they should be able to proceed in state court with their proposed complaint: (i) the debt is of the kind described in section 1141(d)(6), a self-effectuating exception to discharge; (ii) the plan discharge provision does not bind appellants because they were known creditors who did not receive notice of confirmation process; and (iii) the assumption of the contract does not prohibit appellants from proceeding in state court on a claim to void the contract on public policy grounds. Addressing the issue of whether the alleged debt was discharged pursuant to section 1141(d)(6), the bankruptcy court held that "an action for a declaratory judgment on the issue of dischargeability of a debt also must be timely brought in an adversary proceeding, pursuant to Rule 7001(9)." Accordingly, the bankruptcy court denied the motion without prejudice to the filing of an adversary proceeding by appellants. Since the bankruptcy court never reached the merits of the request for declaratory judgment on the discharge issue under 1141(d)(6) and determined that an adversary proceeding was necessary, the parties and the bankruptcy court have more to do than simply execute the court's order. Consequently, regardless of whether the parties agree with the bankruptcy court's procedural ruling, the bankruptcy court's order is not final. The panel recognizes that the bankruptcy court went on in its order to issue rulings (or perhaps partial rulings) regarding a notice issue and the effect of assumption of the contract on the plaintiffs' request for relief. Frankly, the panel views the three issues--the self-effectuating nature of the exception from discharge under section 1141(d)(6), notice, and effect of assumption--simply as three arguments supporting the underlying request of the plaintiffs for a declaration that they are not barred from proceeding in state court. Those issues can all be properly addressed if and when the plaintiffs file an adversary proceeding as suggested bythe bankruptcy court. In deciding whether to grant leave to appeal, the panel is guided by 28 U.S.C. section 1292(b), which requires that: (1)the question involved be one of law; (2) the question be controlling; (3) there exists a substantial ground for difference of opinion respecting the correctness of the bankruptcy court's decision; and (4) a finding that an immediate appeal would materially advance the ultimate termination of the litigation. Appellants did not address these requirements, and even if they were somehow able to satisfy the first three requirements, nothing in the record suggests an immediate appeal would materially advance the termination of the litigation. In fact, it would delay termination of the litigation as the merits of the pending motion have not been addressed. Accordingly, appellants' leave to appeal is denied. The appeal, therefore, is dismissed as premature. A copy of the Court's Decision dated Dec. 6, 2018 is available at: http://bankrupt.com/misc/moeb16-40120-1721.pdf About Arch Coal Founded in 1969, Arch Coal, Inc., is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. Arch Coal, Inc., and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debt of $6.45 billion at the time of the bankruptcy filing. Judge Charles E. Rendlen III has been assigned the case. The Debtors engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent. An Official Committee of Unsecured Creditors was appointed in the case. The Committee retained Kramer Levin Naftalis & Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley Research Group, LLC as financial advisor; Jefferies LLC as investment banker; and Blackacre LLC as coal consultant. * * * The Bankruptcy Court for the Eastern District of Missouri on September 13, 2016, entered an order confirming the Debtors' Fourth Amended Joint Plan dated as of September 11, 2016. The Plan was amended on September 15. On October 5, 2016, Arch Coal consummated the transactions contemplated by the Plan, which became effective on that date. AVALIGN HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigns its 'B-' issuer credit rating to Avalign Holdings Inc. At the same time, S&P assigns its 'B-' issue-level rating and '3' recovery rating to the company's first-lien debt. At the issuer's request, it is not rating the second-lien debt. Linden Capital Partners is acquiring a medical device contract manufacturing organization (CMO), Avalign Holdings Inc. The company's pro forma capital structure will include a $35 million five-year revolving credit facility, undrawn at close, a $200 million seven-year senior secured first-lien term loan, and a $90 million eight-year senior secured second-lien term loan. Linden Capital Partners will receive preferred stock in exchange for its equity contribution as part of the acquisition. After the transaction, Avalign's 2018 funded leverage (excluding preferred stock) will increase to 8.4x, then slightly improve to 7.9x in 2019. S&P also project that Avalign's adjusted leverage (inclusive of preferred stock) will increase to 16.6x in 2018, slightly improving to 15.7x in 2019. S&P said, "The ratings reflect Avalign's limited size and narrow business focus in the highly fragmented and competitive contract manufacturing industry, which we generally view as a commodity-like business. The ratings also reflect our expectation that the company's funded leverage ratio (excluding preferred stock) will increase to 8.4x in 2018, slightly improving to 7.9x in 2019, and that 2018-2019 free operating cash flow will be slim, in the $5 million-$10 million range. We also project that Avalign's adjusted leverage (inclusive of preferred stock) will increase to 16.6x in 2018, slightly improving to 15.7x in 2019. "Our stable outlook on Avalign reflects our expectation that even with strong revenue growth, improving margins, and moderate cash flow generation, the company's leverage will likely remain above 7x because we expect the company's financial sponsor to prioritize shareholder returns over permanent debt reduction." BAKKEN RESOURCES: Case Summary & 9 Unsecured Creditors ------------------------------------------------------ Debtor: Bakken Resources, Inc. 825 Great Northern Blvd., Suite 304 Helena, MT 59601 Business Description: Bakken Resources, Inc. -- https://www.bakkenresourcesinc.com -- is an independent energy company focused on holding non-working interests in oil and natural gas properties in North America. Bakken's primary focus since inception in 2010 has been the Williston Basin in western North Dakota. The Company owns mineral rights to approximately 7,200 gross acres and 1,600 net mineral acres of land located about eight miles southeast of Williston, North Dakota. The Company's land assets consist generally of net mineral acres spanning from the sub-surface to the base of the so-called "rock unit" in an area commonly referred to as the Bakken formation. The Company is headquartered in Helena, Montana. Chapter 11 Petition Date: December 7, 2018 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Case No.: 18-17254 Judge: Hon. Bruce T. Beesley Debtor's Counsel: Samuel A. Schwartz, Esq. BROWNSTEIN HYAT FARBER SCHRECK, LLP 100 North City Pkwy, Ste 1600 Las Vegas, NV 89106 Tel: (702) 382-2101 (702) 802-2207 Fax: (702) 382-8135 E-mail: saschwartz@bhfs.com - and - LOWENSTEIN SANDLER LLP Total Assets as of Nov. 30, 2018: $0 Total Debts as of Nov. 30, 2018: $840,840 The petition was signed by Richard Robbins, authorized signatory. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/nvb18-17254.pdf BARCHELLA LANDSCAPE: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Barchella Landscape & Masonry Corp. 219 Westchester Avenue, 5th Floor Port Chester, NY 10573 Business Description: Barchella Landscape & Masonry Corp. is a masonry contractor in Port Chester, New York. The Company offers a wide range of services, including outdoor design, landscaping, monthly maintenance, planting large specimen trees, excavation, masonry, drainage, irrigation, and driveway paving. Chapter 11 Petition Date: December 6, 2018 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 18-23880 Judge: Hon. Robert D. Drain Debtor's Counsel: Erica Feynman Aisner, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: 914-681-0200 Fax: 914-684-0288 E-mail: erf@ddw-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Wendy Barchella, 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/nysb18-23880.pdf BEAUTIFUL BROWS: Court Approves Appointment of Ch. 11 Trustee ------------------------------------------------------------- Judge Jeffrey W. Cavender approved the appointment of S. Gregory Hays as Chapter 11 Trustee for Beautiful Brows LLC. The approval was made following the request of the United States Trustee with the U.S. Bankruptcy Court for the Northern District of Georgia to approve the appointment of S. Gregory Hays as Chapter 11 Trustee for the Debtor. About Beautiful Brows Beautiful Brows LLC, based in Tucker, Georgia, primarily operates in the skin care business within the personal services industry. Beautiful Brows, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-66766) on Oct. 3, 2018. In the petition signed by Saleema Delawalla (f/k/a Fnu Saleema), member, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Jason L. Pettie, Esq., at Jason L. Pettie, P.C., serves as bankruptcy counsel. BENTWOOD FARMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bentwood Farms, LLC 6004 Morgan Mill Road Monroe, NC 28110 Business Description: Bentwood Farms, LLC is a North Carolina limited liability company having a corporate headquarters located at 1101 Circle Drive, Monroe, NC 28110. The Company operates in the crop farming industry. Chapter 11 Petition Date: December 7, 2018 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Case No.: 18-31823 Judge: Hon. Craig J. Whitley Debtor's Counsel: Cole Hayes, Esq. MOON WRIGHT & HOUSTON, PLLC 121 West Trade Street, Suite 1950 Charlotte, NC 28202 Tel: 704-944-6565 Fax: 704-944-0380 Email: chayes@mwhattorneys.com - and - Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 W. Trade Street, Suite 1950 Charlotte, NC 28202 Tel: (704) 944-6564 (704) 944-6560 Fax: (704) 944-0380 Email: rwright@mwhattorneys.com smyers@mwhattorneys.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Charlie B. Baucom, 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/ncwb18-31823.pdf BETTEROADS ASPHALT: Bid to Junk Involuntary Petitions Partly Denied ------------------------------------------------------------------- Bankruptcy Judge Enrique S. Lamoutte denied in part Betteroads Asphalt, LLC and Betterecycling Corporation's motions to dismiss the involuntary bankruptcy petitions filed by the petitioning creditors pending an adjudication of whether the petitioning creditors filed the involuntary petitions in bad faith. Betteroads and Betterecyling alleged that the petitions should be dismissed due to the following: (i) most of the Petitioning Creditors' claims are not eligible because their claims are subject to a bona fide dispute and are not in conformity with 11 U.S.C. section 303(b)(1); (ii) the Petitioning Creditors filed these petitions as a bad faith litigation tactic and thus the same warrant dismissal; (iii) the court should dismiss these cases based on the doctrine of abstention pursuant to 11 U.S.C. section 305(a)(1); and (iv) the alleged Debtors should be awarded the fees, costs and damages pursuant to 11 U.S.C. section 303(i). Firstbank Puerto Rico, Banco Santander de Puerto Rico, the Economic Development Bank for Puerto Rico, and Banco Popular de Puerto Rico (Lenders) filed an opposition to the motion in both cases. The Debtors argue that if the case is dismissed, the Syndicate Lenders will not suffer because they would retain their lien unaffected in the state court proceedings. They also argue that the only ones that would benefit from the involuntary bankruptcies would be the secured lenders and the other petitioning creditors and that no benefit would be derived by the Debtors or other parties in interest. The Debtors further allege that if they are allowed to pursue their counterclaims and prevail in the state court litigation, they would be in a position even to satisfy other creditors in 100%. The court finds that the Debtors' arguments are based upon unsupported and contradictory allegations that fail to establish how dismissal will benefit both the Debtors and its creditors. The secured lenders' liens will not suffer and will remain secured whether the Debtors are in bankruptcy or not. The only ones that would benefit from the state court litigation are the plaintiffs (syndicate lenders) that have commenced state court proceedings and have secured claims. Moreover, the court notes that the state court litigation in which the Syndicate Lenders were the plaintiffs was barely commencing, meaning a complaint, an answer to the complaint, a counter- claim were filed and the court's resolution by which it denied a motion for preventive garnishment filed by Banco Popular. To the court's knowledge no discovery had begun. The court notes that the other creditors that could benefit are the ones that already have Judgments and would need to race to the Property Registry in order for the Judgments to be secured by collateral. However, if the Debtors are in bankruptcy, piecemeal litigation would be halted and other unsecured creditors could potentially receive dividends from the bankruptcy estate. The Debtors' argument that if they are allowed to pursue their counterclaims and prevail in state court litigation, they would be in a position to satisfy other creditors in 100% of their claims is unfounded and speculative. The court finds that the Debtors have failed to show how dismissal would serve its interest and those of its creditors. Therefore, this court concludes that the Debtors’ request for dismissal pursuant to section 305(a)(1) is unfounded and thus, should not be used as an alternative remedy for a motion to dismiss. Moreover, this court has held that bad faith in the filing of an involuntary petition is a "cause" for dismissal of the same. Thus, this court finds that the Debtors have failed to satisfy their burden of proof on this particular issue. An evidentiary hearing will be scheduled to consider whether or not the involuntary petitions were filed in bad faith, that is, for an improper purpose that constitutes an abuse of the bankruptcy process. A copy of the Court's Opinion and Order dated Nov. 30, 2018 is available at: http://bankrupt.com/misc/prb17-04157-11-206.pdf BetterRoads Asphalt LLC produces warm mix asphalt. Its products are used in airports, highways, neighborhoods, and environment projects. Betterecycling produces gasoline, kerosene, distillate fuel oils, residual fuel oils, and lubricants. The Debtors are affiliates of Coco Beach Golf & Country Club, S.E., which sought bankruptcy protection on July 13, 2015 (Bankr. D.P.R. Case No. 15-05312). Both companies are based in San Juan, Puerto Rico. The Petitioning Creditors filed an involuntary bankruptcy petition (Bankr. D.P.R. Case Nos. 17-04156 to 57) on June 9, 2017. BOBBIE VARDAN: Ct. Grants Wells Fargo Bid for Automatic Stay Relief ------------------------------------------------------------------- Bankruptcy Judge Klinette H. Kindred granted secured creditor Wells Fargo Bank, NA's motion for in rem relief from the automatic stay with respect to real property of the debtor Bobbie U. Vardan. The request for relief in rem is based on the allegation that the debtor and her husband, Sandeep Vardan, have filed successive bankruptcies, which have repeatedly delayed and hindered the secured creditor's efforts to foreclose on the property located in Fairfax, Virginia. The debtor alleges the in rem relief the bank is seeking is not justified and asks that her husband's prior cases not be viewed as evidence of a lack of good faith in filing this case. An evidentiary hearing to determine the rights of the parties was conducted on Nov. 19, 2018. The Property at the center of this controversy has been affected by four bankruptcies filed by the debtor or members of her family since March 2016. The Court examined the events occurring before, during and after each case to determine whether a scheme existed to frustrate the efforts of Wells Fargo to enforce its rights against the Property. Here, Wells Fargo does not dispute that the debtor and her husband may have equity in the Property. Its grievance is that it lacks adequate protection because it received no payments from the Vardans on this debt between the time Dr. Vardan filed his first bankruptcy on March 22, 2016 and the day Mrs. Vardan filed her case on Nov. 13, 2017. The lack of adequate protection under section 362(d)(4) may be shown where the debtor has a history of failing to make payments under a promissory note or bankruptcy plan. Mrs. Vardan has not refuted the allegation regarding the arrears in the motion for relief, therefore, Wells Fargo has satisfied its initial burden of establishing a lack of adequate protection. Moreover, in her Supplemental Response to Wells Fargo's motion, the debtor proffered her intention to keep current on the mortgage payments due after her case was filed; however, the monthly operating reports she filed indicate only one payment to this creditor was made post-petition. Mrs. Vardan argues that Wells Fargo failed to notify the co-debtor of the motion for relief. She contends that the lack of notice to Dr. Vardan overrides the creditor’s right to pursue its claim. The Court disagrees. Although co-debtor stay provisions are included in Chapters 12 and 13, Chapter 11 of the Bankruptcy Code does not contain a co-debtor stay provision and the Court declines to exercise its authority under section 105 of the Code to invoke one in this case. Based on a review of the bankruptcies filed by the Vardan family, the pleadings filed in their cases, statements made by the debtors in hearings, and arguments of Counsel, the Court finds that Mrs. Vardan knew that the filing of these cases would result in an undue delay to the mortgage creditor. The Court further finds that the filings were made for the specific purpose of causing such delay. For these reasons, the Court concludes, based on Mrs. Vardan's history of actions to delay the creditor secured by her real Property, that relief under section 362(d)(4) is warranted and appropriate. Accordingly, the motion for in rem relief filed by Wells Fargo is granted. A copy of the Court's Memorandum Opinion dated Nov. 30, 2018 is available at: http://bankrupt.com/misc/vaeb17-13848-144.pdf Bobbie Upasna Vardan filed for chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 16-13848) on Nov. 13, 2017. BOBBY DERWOOD: Seeks to Hire Corral Tran as Counsel --------------------------------------------------- Bobby Derwood Perry d/b/a Bobby Perry P.C., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Corral Tran Singh, LLP, as counsel to the Debtor. Bobby Derwood requires Corral Tran to: a. analyze the financial situation, and render advice and assistance to the Debtor; b. advise the Debtor with respect to its rights, duties, and powers as the Debtor in the bankruptcy case; c. represent the Debtor at all hearings and other proceedings; d. prepare and file all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers as necessary to further the Debtor's interests and objectives; e. represent the Debtor at any meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; f. represent the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. prepare and file of a Disclosure Statement and Chapter 11 Plan of Reorganization; h. assist the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; and i. assist the Debtor in any matters relating to or arising out of the bankruptcy case. Corral Tran will be paid at these hourly rates: Attorneys $325 to $370 Legal Assistants $95 Corral Tran has received from the Debtor a prepetition retainer in the amount of $10,000 on Nov. 2, 2018 and has applied $1,425.50 towards prepetition attorney's fees and $1,717 filing fee. Corral Tran will also be reimbursed for reasonable out-of-pocket expenses incurred. Susan Tran, a partner at Corral Tran Singh, 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. Corral Tran can be reached at: Susan Tran, Esq. CORRAL TRAN SINGH, LLP 1010 Lamar Street, Suite 1160 Houston, TX 77002 Tel: (832) 975-7300 E-mail: susan.tran@ctsattorneys.com About Bobby Derwood Perry d/b/a Bobby Perry P.C. Bobby Derwood Perry, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex Case No. 18-36140) on Nov. 2, 2018, disclosing under $1 million in assets and liabilities. The Debtor is represented by Susan Tran, Esq. at Corral Tran Singh, LLP. BRIGHTLINE TRAINS: Fitch Withdraws BB- Rating on $600MM 2017 Bonds ------------------------------------------------------------------ Fitch Ratings withdraws its 'BB-' rating on $600 million in series 2017 surface transportation facility revenue bonds issued by the Florida Development Finance Corporation on behalf of Brightline Trains LLC. Fitch is withdrawing Brightline's rating as a result of the company no longer fitting under the Criteria for Infrastructure and Project Finance. It was Fitch's understanding that Brightline would operate as a dedicated vehicle focusing on the South segment rail line, with potential expansion to Orlando. A strategic focus that includes real estate expansion brings this outside of Fitch's Criteria for Infrastructure and Project Finance. After accounting for station opening delays, ridership outperforms Fitch's rating case. Brightline's ridership and revenue have steadily ramped up following the delayed opening earlier this year. Given the one-month delay in opening West Palm Beach (WPB) to Fort Lauderdale (FTL) and almost six-month delay in opening the Miami Central station, YTD 2018 ridership is significantly below original projections. However, if the delays in opening are accounted for and monthly ridership projections are pushed back accordingly, total ridership is only 5.3% below sponsor case projections (which assumed that WPB to FTL starts in February 2018 and Miami Central starts in June 2018). Current management projections through YE 2019 shows ridership will overtake original projections in July 2019. Although the project wasn't projected to be cash flow positive at this time, Brightline was expected to have sufficient cash on hand in its ramp-up reserve ($14 million under Fitch's rating case, $19 million under the sponsor case) along with an undrawn $50 million working capital revolver to cover revenue shortfalls as ridership and revenue ramped up. Such funds have been depleted due to station opening delays and increased operating costs tied to an initial public offering, Brightline's bid on the Tampa expansion and pre-work on the Orlando expansion, rendering Brightline reliant on continual on-going equity injections from its parent company, Florida East Coast Industries (FECI), which Fitch doesn't rate and does not have sufficient information to rate at this time. Given the project's long-term economic value to FECI, Fitch's understanding is that FECI will continue to support Brightline until it is cash flow positive, which management projects to occur in 2019). RATING SENSITIVITIES Rating sensitives are not applicable as the rating is being withdrawn. BTO TRUCKING: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- BTO Trucking, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of South Carolina to use cash collateral in the ordinary course of its business to the extent provided in the Budget. The Debtor has contacted People's United Equipment Finance Corp regarding an immediate need to use cash collateral to continue operations during its chapter 11 bankruptcy proceeding. The Debtor and People's United have had discussions concerning the use of cash collateral, but no agreement has been reached. People's United holds a perfected first-priority security interest in the proceeds from the collection of the Debtor's accounts receivable, which constitute the Debtor's Cash Collateral. The Debtor believes that it can furnish a package of benefits for People's United that will result in an agreement that can be approved by this court so that Debtor's use of cash collateral can be approved nunc pro tunc. The Debtor assures the Court that it will attempt to resolve its Motion by way of a stipulation which it will seek to have the Court approve after Notice to People's United in such other appropriate relief. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/scb18-05250-29.pdf 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. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CALVARY COMMUNITY: Trustee's $7.75MM Sale of Las Vegas Asset Okayed ------------------------------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada authorized the private sale by Kavita Gupta, the Chapter 11 trustee for Calvary Community Assembly of God Inc., of the real property located at 2900 North Torrey Pines Drive, Las Vegas, Nevada, identified as located in the City of Las Vegas, County of Clark, Nevada, Assessor Parcel Numbers 13814-601-005, 13814-601-006, 13814-601-013, and 13814-601-014, consisting of three buildings totaling +50,552 square feet located on four contiguous parcels of developed and vacant land totaling +11.220 acres, to Clark County, Nevada for $7.75 million, subject to any adjustments based upon due diligence findings. A hearing on the Motion was held on Oct. 24, 2018 at 9:30 a.m. With the exception of only the Permitted Liens and the Permitted Exceptions, the sale is free and clear of all liens, claims, Interests and encumbrances, and free and clear of unrecorded or unknown claims. The Trustee is authorized to extend the date of the Close of Escrow in the Sale Agreement, without further order of the Court. The Trustee is authorized, in the Trustee's sole discretion, to pay the secured claims of Assemblies of God Loan Fund (Claim No. 6) on the Pre-Petition Loan in the principal amount of $3,403,500 plus any applicable accrued interest, fees, and costs. She is further authorized, in her sole discretion, to pay the Third DIP Loan in the principal amount of $325,000 plus any applicable accrued interest, and Assemblies of God, Nevada and California (Claim No. 9) on the Assemblies of God Loan in the principal amount of $303,836 plus any applicable accrued interest at the Close of Escrow. All the Deed of Trust holders will cause to be recorded with the Clark County Recorder's Office, in Nevada, within five business days of Close of Escrow, the respective Substitutions of Trustee and Deed of Reconveyances for each Deed of Trust recorded against the Property. The Trustee is authorized to pay (i) the closing costs of the sale directly through escrow; and (ii) the real estate broker's commission associated with the sale of the Property through escrow, provided that DWC will file a final fee application with the Bankruptcy Court prior to the close of escrow. The title company will distribute the balance of all sale proceeds to the Trustee, and the Trustee will hold the balance of the sale proceeds in her trustee bank account until further order of the Court. The automatic stay imposed by 11 U.S.C. Section 362 is modified to the extent necessary to implement the provisions of the Order and the terms of the Sale Documents. The 14-day stay of Order provided in Bankruptcy Rules 6004(h) and 6006(d) are waived. About Calvary Community Assembly of God Calvary Community Assembly of God -- http://www.ccalv.org/-- is a Pentecostal church in Las Vegas, Nevada. It is located on an 11-acre campus at 2900 N. Torrey Pines Drive, just a few blocks off the I-95 freeway. In September 2004, Pastor Bruce and Donita Morris began their time serving Calvary. Calvary Community Assembly of God filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13475) on June 28, 2017. In the petition signed by Bruce A. Morris, pastor, the Debtor disclosed $11.04 million in assets and $3.53 million in liabilities. Angela J. Lizada, Esq., at Lizada Law Firm Ltd., served as the Debtor's bankruptcy counsel. Kavita Gupta was appointed Chapter 11 trustee for the Debtor. CAMBER ENERGY: Amends Current Report Regarding November 2018 SPA ---------------------------------------------------------------- Camber Energy, Inc. has filed with the Securities and Exchange Commission an amended Form 8-K to update and correct certain disclosures contained in the Company's original Form 8-K filed on Nov. 23, 2018, relating to the November 2018 Purchase Agreement, including (a) that the Floor Price was $0.10 per share; (b) that the Company can request any amount of funding in any one or more closings after the Initial Closing, subject to the Closing Conditions; and (c) to update certain of the Closing Conditions, each to correct certain inadvertent errors contained in the Original Filing. November 2018 Stock Purchase Agreement On Nov. 23, 2018 and effective Nov. 23, 2018, Camber Energy, Inc. and an institutional investor entered into a Stock Purchase Agreement. The Investor previously purchased various convertible securities from the Company in 2016, 2017 and 2018, including, but not limited to, most recently purchasing an aggregate of $19.5 million in Series C Preferred Stock in 2017 and 2018. Under the terms of the November 2018 Purchase Agreement, the Investor agreed to purchase up to 2,941 shares of Series C Redeemable Convertible Preferred Stock from the Company for an aggregate of $28 million, including agreeing to purchase 106 shares of Series C Preferred Stock within two business days of the satisfaction of the Closing Conditions, in consideration for $1 million, and additional shares of Series C Preferred Stock, in such amounts requested by the Company, from time to time, up to the remaining amount of Series C Preferred Stock available to be sold under the November 2018 Purchase Agreement, until the Maximum Shares are sold, subject in each case to the Closing Conditions. Closing conditions required to be met in order to require the Investor to purchase the Series C Preferred Stock shares described above at each of the closings include, among other things, that (a) the Company's common stock is required to be listed for and currently trading on the NYSE American market or a higher trading market; (b) except for the Initial Closing, the Company is required to be in compliance with all requirements to maintain such listing and there cannot be any notice of any suspension or delisting with respect to the trading of the shares of common stock on such trading market; (c) the Company is required to have duly authorized shares of common stock reserved for issuance to Investor in an amount equal to three times the number of shares sufficient to immediately issue all shares of common stock potentially issuable upon conversion of the Series C Preferred Stock sold to Investor and any other agreements with Investor; (d) except with regard to the Initial Closing, (i) an aggregate dollar trading volume of at least $10 million must have traded on NYSE American during regular trading hours, from the trading day after the immediately prior closing until the trading day immediately before the relevant closing, but expressly excluding all volume traded on any days that the Investor is prevented or delayed from reselling shares of common stock, for each $1 million of Series C Preferred Stock shares which are sold at any closing after the Initial Closing; and (ii) the Company's common stock is required to have a volume weighted average price on the NYSE American for the prior trading day of at least $0.10 per share of common stock, (e) except with regard to the Initial Closing, the additional listing of all of the Conversion Shares must be approved by the NYSE American; and (f) except with regard to the Initial Closing, the Company must have provided written notice to the Investor of its intent to move forward with the applicable closing at least 10 days prior to the applicable closing date, provided that if any such conditions are not met on the date initially set for such closing, each closing will occur as soon thereafter as they are met, if ever. The closing of the sales of Series C Preferred Stock are subject to closing conditions which may not be met timely, if at all, and as such, the Company may not ever sell any shares of Series C Preferred Stock under the November 2018 Purchase Agreement. In the event a Trigger Event (as defined in the Designation occurs, the Investor can terminate its obligation to acquire any additional shares of Series C Preferred Stock under the November 2018 Agreement, and the Company may terminate the Company's right to sell shares of Series C Preferred Stock at any time. Pursuant to the November 2018 Purchase Agreement, Camber Energy agreed to file a preliminary proxy with the SEC, to seek stockholder approval of the agreement and the issuance of the Conversion Shares, set a meeting for the first reasonable date after clearing SEC comments, and use commercially reasonable best efforts to obtain Approval at the next annual meeting of stockholders. The Company also agreed to use its commercially reasonable best efforts to obtain the Required Shareholder Approval and additional listing of the Conversion Shares on the NYSE American following the Required Shareholder Approval. The Company currently plans to use the proceeds from the sale of the Series C Preferred Stock for working capital, workovers on existing and new wells and completion of additional wells. Pursuant to the November 2018 Purchase Agreement, as long as the Investor holds any shares of Series C Preferred Stock, the Company agreed that it would not issue or enter into or amend an agreement pursuant to which the Company may issue any shares of common stock, other than (a) for restricted securities with no registration rights, (b) in connection with a strategic acquisition, (c) in an underwritten public offering, or (d) at a fixed price; or issue or amend any debt or equity securities convertible into, exchangeable or exercisable for, or including the right to receive, shares of common stock (i) at a conversion price, exercise price or exchange rate or other price that is based upon or varies with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance of the security or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of the security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock. Additionally, provided that the Company has not materially breached the terms of the November 2018 Purchase Agreement, it may at any time, in its sole and absolute discretion, repurchase from Investor all, but not less than all, of the then outstanding shares of Series C Preferred Stock sold pursuant to the agreement by paying to Investor 110% of the aggregate face value of all such shares. The Company also agreed to provide the Investor a right of first offer to match any offer for financing the Company receives from any person while the shares of Series C Preferred Stock sold pursuant to the November 2018 Purchase Agreement are outstanding, except for debt financings not convertible into common stock, which are excluded from such right to match. Finally, the Company agreed that if it issues any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Investor, then it would notify Investor of such additional or more favorable term and such term, at Investor's option, may become a part of the transaction documents with Investor. The November 2018 Purchase Agreement includes customary provisions requiring that the Company indemnify the Investor against certain losses; representations and warranties and covenants. Series C Redeemable Convertible Preferred Stock Holders of the Series C Preferred Stock are entitled to cumulative dividends in the amount of 24.95% per annum (adjustable up to 34.95% if a trigger event, as described in the designation of the Series C Preferred Stock occurs), payable upon redemption, conversion, or maturity, and when, as and if declared by the Company's Board of Directors in its discretion, provided that upon any redemption, conversion, or maturity, seven years of dividends are due and payable on such redeemed, converted or matured stock. The Series C Preferred Stock ranks senior to the common stock and pari passu with respect to the Company's Series B Preferred Stock. The Series C Preferred Stock has no right to vote on any matters, questions or proceedings of the Company including, without limitation, the election of directors except: (a) during a period where a dividend (or part of a dividend) is in arrears; (b) on a proposal to reduce the Company's share capital; (c) on a resolution to approve the terms of a buy-back agreement; (d) on a proposal to wind up the Company; (e) on a proposal for the disposal of all or substantially all of the Company's property, business and undertakings; and (f) during the winding-up of the Company. The Series C Preferred Stock may be converted into shares of common stock at any time at the option of the holder, or at the Company's option if certain equity conditions, are met. Upon conversion, the Company will pay the holders of the Series C Preferred Stock being converted an amount, in cash or stock at its sole discretion, equal to the dividends that such shares would have otherwise earned if they had been held through the maturity date (i.e., seven years), and issue to the holders such number of shares of Common stock equal to $10,000 per share of Series C Preferred Stock multiplied by the number of such shares of Series C Preferred Stock divided by the applicable Conversion Price, $3.25 per share. The conversion premium under the Series C Preferred Stock is payable and the dividend rate under the Series C Preferred Stock is adjustable. Specifically, the conversion rate of such premiums and dividends equals 95% of the average of the lowest 5 individual daily volume weighted average prices during the Measuring Period, not to exceed 100% of the lowest sales prices on the last day of the Measuring Period, less $0.05 per share of common stock, unless a triggering event has occurred, in which case the conversion rate equals 85% of the lowest daily volume weighted average price during the Measuring Period, less $0.10 per share of common stock not to exceed 85% of the lowest sales prices on the last day of such Measuring Period, less $0.10 per share. The "Measuring Period" is the period beginning, if no trigger event has occurred, 30 trading days, and if a trigger event has occurred, 60 trading days, before the applicable notice has been provided regarding the exercise or conversion of the applicable security, and ending, if no trigger event has occurred, 30 trading days, and if a trigger event has occurred, 60 trading days, after the applicable number of shares stated in the initial exercise/conversion notice have actually been received into the Investor's designated brokerage account in electronic form and fully cleared for trading (subject to certain extensions described in the applicable securities, which have been triggered to date). Triggering events are described in the designation of the Series C Preferred Stock, but include items which would typically be events of default under a debt security, including filing of reports late with the SEC. The Series C Preferred Stock has a maturity date that is seven years after the date of issuance of such securities and, if the Series C Preferred Stock has not been wholly converted into shares of common stock prior to such date, the Company may redeem the Series C Preferred Stock on such date by repaying to the investor in cash 100% of the Face Value plus an amount equal to any accrued but unpaid dividends thereon. 100% of the Face Value, plus an amount equal to any accrued but unpaid dividends thereon, automatically becomes payable in the event of a liquidation, dissolution or winding up by the Company. The Company may not issue any other preferred stock that is pari passu or senior to the Series C Preferred Stock with respect to any rights for a period of one year after the earlier of such date (i) a registration statement is effective and available for the resale of all shares of common stock issuable upon conversion of the Series C Preferred Stock, or (ii) Rule 144 under the Securities Act is available for the immediate unrestricted resale of all shares of common stock issuable upon conversion of the Series C Preferred Stock. The Series C Preferred Stock is subject to a beneficial ownership limitation, which prevents any holder of the Series C Preferred Stock from converting such Series C Preferred Stock into common stock, if upon such conversion, the holder would beneficially own greater than 9.99% of the Company's outstanding common stock. The Company also agreed to include on the next registration statement it files with the Commission, or on the subsequent registration statement if such registration statement is withdrawn, all potentially issuable Conversion Shares. 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. CAMBER ENERGY: Receives Listing Deficiency Notice from NYSE ----------------------------------------------------------- Camber Energy, Inc., received a deficiency letter from NYSE AMERICAN LLC stating that the Company is not in compliance with the continued listing standards as set forth in Section 103(f)(v) of the NYSE American Company Guide. The Letter stated that because the Company's common stock had been trading for a low price per share for a substantial period of time, the Company was not in compliance with Section 1003(f)(v) of the Company Guide. The NYSE American staff determined that the Company's continued listing is predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement within a reasonable period of time, which the staff determined to be until June 3, 2019. The Company intends to regain compliance with the listing standards set forth in the Company Guide by undertaking a measure or measures that are for the best interests of the Company and its shareholders. In the interim, the Company's common stock will continue to be listed on the NYSE American while it attempts to regain compliance with the listing standards, subject to the Company's compliance with other continued listing requirements. The NYSE American notification does not affect the Company's business operations or its reporting obligations under the Securities and Exchange Commission regulations and rules and does not conflict with or cause an event of default under any of the Company's material agreements. 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. CAROLEI REALTY: Hires Bowitch & Coffey as Special Counsel --------------------------------------------------------- Carolei Realty L.L.C., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Bowitch & Coffey LLC, as special counsel to the Debtor. Carolei Realty requires Bowitch & Coffey to assist the Debtor in the dispute with the New York State Department of Environmental Conservation, concerning an alleged oil spill on the property owned by the Debtor, located at 800-808 Allerton Avenue, and 2561 – 2575 Boston Post Road, Bronx, New York. Bowitch & Coffey will be paid at these hourly rates: Partners/Members $300 Associates $175 Paralegals $75 Bowitch & Coffey will be paid a retainer in the amount of $3,000. Bowitch & Coffey will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary S. Bowitch, partner of Bowitch & Coffey 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/its estates. Bowitch & Coffey can be reached at: Gary S. Bowitch, Esq. BOWITCH & COFFEY LLC 17 Elk Street Albany, NY 12207 Tel: (518) 813-9500 About Carolei Realty Carolei Realty LLC, a privately-held company, listed its business as a single asset real estate, as defined in 11 U.S.C. Section 101(51B)). The company owns in fee simple a real property located at 800 Allerton Avenue, Bronx, New York, with a revenue-based valuation of $3 million. Carolei Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-22145) on Jan. 26, 2018. In the petition signed by John Ciardullo, managing member, the Debtor disclosed $3.15 million in assets and $83,915 in liabilities. Judge Robert D. Drain presides over the case. DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is the Debtor's legal counsel. Bowitch & Coffey LLC, as special counsel. CHESAPEAKE ENERGY: Files Registration Statement on Form S-4 ----------------------------------------------------------- Chesapeake Energy Corporation has filed with the Securities and Exchange Commission a Form S-4 registration statement in connection with the proposed merger between Chesapeake and WildHorse Resource Development Corporation. Chesapeake and WildHorse have entered into a merger agreement providing for the acquisition of WildHorse by Chesapeake pursuant to a merger between a wholly owned subsidiary of Chesapeake and WildHorse, with WildHorse surviving the merger as a direct, wholly owned subsidiary of Chesapeake. Immediately following the effective time of the merger, the surviving corporation will merge with and into a wholly owned limited liability company subsidiary of Chesapeake, with that limited liability company continuing as a wholly owned subsidiary of Chesapeake. WildHorse stockholders are invited to attend a special meeting of WildHorse stockholders to consider and vote upon (i) a proposal to adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, (ii) a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to WildHorse's named executive officers that is based on or otherwise relates to the merger and (iii) a proposal to approve the adjournment of the WildHorse special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal. If the Merger is completed, WildHorse stockholders will be entitled to receive, for each issued and outstanding share of WildHorse common stock owned by them immediately prior to the effective time of the merger, at their election, either (i) 5.336 shares of Chesapeake common stock and $3.00 in cash, or (ii) 5.989 shares of Chesapeake common stock, in each case, with cash in lieu of any fractional shares, with certain exceptions as further described in the joint proxy statement/prospectus accompanying this notice. The market value of the merger consideration will fluctuate with the price of Chesapeake common stock. Based on the closing price of Chesapeake common stock on Oct. 29, 2018, the last trading day before the public announcement of the signing of the merger agreement, the value of the per share merger consideration payable to holders of WildHorse common stock upon completion of the merger was approximately (i) $22.85 for the mixed consideration and (ii) $22.28 for the share consideration. In connection with the execution of the merger agreement, on Oct. 29, 2018, Jay C. Graham (WildHorse's chief executive officer), Esquisto Holdings, LLC, WHE AcqCo Holdings, LLC, WHR Holdings, LLC, NGP XI US Holdings, L.P., affiliates of NGP Energy Capital Management, LLC, and CP VI Eagle Holdings, L.P., an affiliate of Carlyle Group Management LLC, entered into Voting and Support Agreements with Chesapeake and WildHorse. The WildHorse stockholders that executed the voting agreements have agreed to vote or cause to be voted all shares of WildHorse common stock and WildHorse preferred stock (on an as-converted basis) held by them in favor of the adoption of the merger and against alternative transactions; provided, however, that in the event of a WildHorse recommendation change, the number of shares of WildHorse common stock and WildHorse preferred stock (on an as-converted basis) bound by such obligation will be reduced. As of Nov. 29, 2018, the 435,000 shares of WildHorse preferred stock held by the Carlyle stockholder are convertible into 32,402,059 shares of WildHorse common stock. In addition, Jay C. Graham, the NGP stockholders and the Carlyle stockholder irrevocably elected to receive the mixed consideration with respect to their WildHorse common stock, including WildHorse preferred stock on an as-converted basis, as applicable. Furthermore, the voting agreement with the Carlyle stockholder requires such stockholder to convert its shares of WildHorse preferred stock into WildHorse common stock prior to the effective time of the merger. The Chesapeake board of directors unanimously: (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the Chesapeake issuance proposal, the Chesapeake board size proposal, and the Chesapeake authorized shares proposal, are advisable, and in the best interests of, Chesapeake and its shareholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement; and (iii) recommends that Chesapeake shareholders vote "FOR" the Chesapeake issuance proposal, "FOR" the Chesapeake board size proposal and "FOR" the Chesapeake authorized shares proposal. The WildHorse board of directors unanimously: (i) determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, WildHorse stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger; (iii) directed that the merger agreement be submitted to the WildHorse stockholders for adoption; and (iv) recommended that the WildHorse stockholders adopt the merger agreement and approve all other actions or matters necessary or desirable to give effect to the foregoing. The WildHorse board unanimously recommends that WildHorse stockholders vote "FOR" the merger proposal, "FOR" the non-binding, advisory compensation proposal and "FOR" the adjournment proposal. Chesapeake and WildHorse will each hold a special meeting of their respective shareholders and stockholders to consider certain matters relating to the merger. Chesapeake and WildHorse cannot complete the merger unless, among other things, Chesapeake shareholders approve the Chesapeake issuance proposal and WildHorse stockholders approve the merger proposal. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/IPwRXk The management of Chesapeake presented at the Citigroup Executive Conference on Dec. 6, 2018. A slide presentation of materials presented at the conference is available at: http://www.chk.com/investors/presentations About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is an independent exploration and production company engaged in the acquisition, exploration and development of properties for the production of oil, natural gas and NGLs from underground reservoirs. Chesapeake owns a large and geographically diverse portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately 17,300 oil and natural gas wells. The Company has leading positions in the liquids-rich resource plays of the Eagle Ford Shale in South Texas, the Anadarko Basin in northwestern Oklahoma and the stacked pay in the Powder River Basin in Wyoming. Its natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier Shales in northwestern Louisiana and East Texas and the Utica Shale in Ohio. Chesapeake reported net income attributable to the Company of $949 million for the year ended Dec. 31, 2017, following a net loss attributable to the Company of $4.39 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65 billion in total assets, $2.97 billion in total current liabilities, $9.72 billion in total long-term liabilities, and a total deficit of $39 million. Chesapeake stated in its Quarterly Report for the period ended Sept. 30, 2018 that, "Even though we have taken measures to mitigate the liquidity concerns facing us for the next 12 months ... there can be no assurance that these measures will be sufficient for periods beyond the next 12 months. If needed, we may seek to access the capital markets or otherwise refinance a portion of our outstanding indebtedness to improve our liquidity. We closely monitor the amounts and timing of our sources and uses of funds, particularly as they affect our ability to maintain compliance with the financial covenants of our revolving credit facility. Furthermore, our ability to generate operating cash flow in the current commodity price environment, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks discussed above and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control." CHURNEY'S REAL ESTATE: Case Summary & 4 Unsecured Creditors ----------------------------------------------------------- Debtor: Churney's Real Estate, Ltd. 21425 Aurora Road Bedford, OH 44146 Business Description: Churney's Real Estate, Ltd. is a lessor of real estate that owns four properties in Warrensville Heights, Ohio having a total current value of $1.28 million. Chapter 11 Petition Date: December 7, 2018 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Case No.: 18-17270 Judge: Hon. Jessica E. Price Smith Debtor's Counsel: Glenn E. Forbes, Esq. FORBES LAW LLC 166 Main Street Painesville, OH 44077-3403 Tel: (440)357-6211 E-mail: bankruptcy@geflaw.net Total Assets: $1,295,848 Total Liabilities: $1,572,667 The petition was signed by Michael Churney, sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/ohnb18-17270.pdf CLICKAWAY CORP: Seeks March 26 Plan Filing Deadline Extension ------------------------------------------------------------- Clickaway Corporation requests that the U.S. Bankruptcy Court for the Northern District of California to extend the Debtor's deadline to file a plan to March 26, 2019, as well as the deadline to solicit acceptances of a plan to May 27, 2019. Absent the requested extension, the Debtor's original exclusive periods to file a plan was slated to expire November 26, 2018, and its exclusive period to solicit plan votes is scheduled to expire January 22, 2019. The Debtor initially believed it could file a chapter 11 plan and prosecute that plan within the original exclusive periods. The Debtor has not, however, made sufficient progress in the assumption and assignment of leases to AKA Wireless, Inc. ("Victra") and the rejection of other burdensome leases. The Debtor contends that it has spent considerable time and energy seeking to complete the assignment of all stores to Victra and in that process has negotiated very complex situations with a number of the affected lessors. The Debtor relates that it has sold 26 stores under duress Victra. The Debtor has brought multiple motions to reject and an omnibus motion to assume and assign the leases of locations that Victra elected to retain under the terms of its June 26, 2018 Asset Purchase Agreement with the Debtor. Despite multiple orders for assumption (and rejection of locations Victra does not wish to occupy or the Debtor no longer needs), Victra has not yet remitted the $25,000 per store payments owed or the lease security deposits. Four stores remain to be assumed and assigned to Victra, but due to complications from either ADA compliance requirements or title issues, the Court has extended the time for the Debtor to assume or reject those four leases to February 22, 2019. At the same time, the Debtor avers that it has not made sufficient progress in its litigation with Airtouch Cellular, Inc. (aka Verizon Wireless) to allow the parties a firm basis from which meaningful negotiations can start just yet. The Debtor relates that on the petition date, July 27, 2018, it commenced an adversary proceeding naming Verizon and other defendants in which it seeks millions of dollars in damages for conduct relating to the aforementioned forced sale. The Debtor filed an amended complaint on August 24, 2018. Although discovery is proceeding, the matter has not yet been set for trial. The Debtor is also involved in other post-petition litigation: (a) The Debtor was named as a co-defendant in a pre-petition action under an ADA complaint filed by Plaintiff Scott Johnson in the Northern District of California regarding the store located in Palo Alto along with the Debtor's landlord, Richard Gould and Elva Gould. The Debtor recently completed repairs to bring the premises into compliance with the ADA. Per its asset purchase agreement with Victra, this was Debtor's responsibility and had to be cured before the Palo Alto lease can be assumed and assigned to Victra. (b) Plaintiff Johnson also filed a second complaint naming the Debtor and another landlord in Campbell approximately one week prior to the petition date. Although the Debtor has been dismissed from this suit with prejudice, here again the Debtor remains liable to make the ADA repairs for such location and indemnify its Campbell landlord before it can assume and assign this real property lease. (c) The Debtor was also named as a co-defendant in a pre-petition sexual harassment complaint by a former employee, Camille Sison, who had worked at the Tracy store location. The matter was pending in AAA arbitration and in San Joaquin County Superior Court when the voluntary petition was filed. Ms. Sison filed a $250,000 claim in the bankruptcy case and has recently filed a motion for relief from stay. As it continues to operate its business, the Debtor believes a Plan can be funded whether it succeeds in litigation or not. The Debtor's operations continue to improve post-petition and are getting closer to returning to profitability. After obtaining approval to borrow some $200,000, and with some funds remain as a cushion, the Debtor expects decreased losses that will allow the funding of a plan with both litigation recoveries and some component of profits and payments from Victra and returned lease deposits. The Debtor intends to file a plan that would commit a low percentage of profits along with a set sum from what it recovers from Victra under the APA to fund such a plan as a base, along with all recoveries from the Verizon litigation if successful. Thus, the Debtor believes that a 4-month extension of the exclusive periods requested will allow it to make sufficient progress on these large unresolved contingencies to provide meaningful and adequate information in a disclosure statement crafted to accompany a proposed plan of reorganization. About Clickaway Corporation Clickaway Corporation, a computer repair, service, sales and networking company, has been headquartered in Campbell and serving more than 50,000 customers in Bay Area since 2002. Clickaway filed a voluntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 18-51662) on July 27, 2018, estimating $1 million to $10 million in assets and liabilities. The Debtor tapped The Law Offices of Binder and Malter as its bankruptcy counsel; Willoughby Stuart Bening & Cook as special counsel; and Crawford Pimentel Corporation as accountant. COMMUNITY HEALTH: CVRs Will be Delisted from Nasdaq --------------------------------------------------- As previously disclosed, on Sept. 25, 2018, Community Health Systems, Inc. announced a global resolution and settlement agreements ending certain U.S. Department of Justice investigations and settling qui tam lawsuits that were initiated and pending, and known to the Company, before the Company's acquisition of HMA, under which resolution the Company made a total payment of $266 million (including interest) during the fourth quarter of 2018. Based on the total costs incurred and settlements paid (including with respect to this global settlement), the Company anticipates that no payment will be due to the holders of the contingent value rights that were issued to shareholders of Health Management Associates, Inc. as part of the consideration in the Company's acquisition by merger of HMA in January 2014 and trade on the Nasdaq Global Market under the ticker symbol CYHHZ. The Contingent Value Rights Agreement, dated Jan. 27, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee, entitled the holder to receive a one-time cash payment of up to $1.00 per CVR, subject to downward adjustment (but not below zero) based on the final resolution of certain litigation, investigations, or other actions or proceedings related to HMA or its affiliates which existed on or prior to July 29, 2013 (the date of the Company's merger agreement with HMA). The adjustment reducing the amount ultimately paid to holders of the CVRs is determined based on the amount of losses incurred by the Company in connection with the HMA Legal Matters as more specifically provided in the CVR Agreement, which generally includes the amount paid for damages, costs, fees and expenses (including, without limitation, attorneys' fees and expenses), and all fines, penalties, settlement amounts, indemnification obligations and other liabilities. On Dec. 5, 2018, The Nasdaq Stock Market LLC provided a notice to the Company confirming that the CVRs no longer satisfy Nasdaq Listing Rule 5730(b) because the aggregate market value or principal amount of the CVRs no longer exceeds $1,000,000, which is consistent with the Company's prior disclosure that it anticipates no payment will be due to the CVR holders. This notice from Nasdaq does not relate to the Company's common stock, which is traded separately on the New York Stock Exchange under the ticker symbol CYH. The Company expects to deliver a certificate to the trustee in accordance with the terms of the CVR Agreement within 30 days confirming that no amounts will be payable under the CVRs, at which time the CVR Agreement will terminate. Thereafter, the CVRs will be removed from listing with Nasdaq and deregistered with the Securities and Exchange Commission. About Community Health Community Health -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 117 affiliated hospitals in 20 states with an aggregate of approximately 19,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." Community Health reported a net loss of $2.39 billion for the year ended Dec. 31, 2017, compared to a net loss of $1.62 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Community Health had $16.46 billion in total assets, $17.10 billion in total liabilities, $495 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.13 billion. * * * As reported by the TCR on July 2, 2018, S&P Global Ratings raised its corporate credit rating on Franklin, Tenn.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade of Community to 'CCC+' reflects the company's longer-dated debt maturity schedule, and our view that its efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next 12 to 18 months." In May 2018, Fitch Ratings downgraded Community Health Systems' (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement of an offer to exchange three series of senior unsecured notes due 2019, 2020 and 2022. CONEX EQUIPMENT: Hires Lange & Associates as Accountant ------------------------------------------------------- Conex Equipment Manufacturing, LLC, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Lange & Associates, P.C., as accountant to the Debtor. Conex Equipment requires Lange & Associates to: a. prepare, amend and file federal and state tax returns; b. compile and review the debtor's financial statements; c. compile and prepare payroll tax reports each quarter; d. provide end-of-year accounting services; e. provide general accounting services; f. prepare monthly operating reports; g. assist the Debtors in preparing bankruptcy filings and documents including the preparation of projections of future income and expenses for a potential plan of reorganization; and h. perform other accounting services as may be necessary during the course of the Debtors' bankruptcies. Lange & Associates will be paid at these hourly rates: CPAs $195 Bookkeepers $90 Lange & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. T. Field Lange, partner of Lange & 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. Lange & Associates can be reached at: T. Field Lange LANGE & ASSOCIATES, P.C. 6300 Ridglea Place, Suite 500 Forth Worth, TX 76116 Tel: (817) 335-3800 About Conex Equipment Manufacturing Conex Equipment Manufacturing LLC, C.R.P. Machine and Welding Inc. and their owners Ronald Lynn and Cathy Lea Perdue sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 18-43727, 18-43729 and 18-43731) on Sept. 24, 2018. At the time of the filing, Conex estimated assets of less than $100,000 and liabilities of less than $100,000. C.R.P. Machine estimated less than $500,000 in assets and less than $1 million in liabilities. CONSTELLATION OIL: Chapter 15 Case Summary ------------------------------------------ Ten affiliates that filed voluntary petitions seeking relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Servicos de Petroleo Constellation S.A. (Lead Case) 18-13952 Avenida Presidente Antonio Carlos No. 51, 5th Floor Centro, Rio de Janeiro, 20020-010 Brazil Alpha Star Equities Ltd. 18-13953 Star International Drilling Limited 18-13954 Lone Star Offshore, Ltd. 18-13955 Constellation Oil Services Holding S.A. 18-13956 Arazi S.a.r.l. 18-13957 Snover International Inc. 18-13958 Olinda Star Ltd. 18-13959 Gold Star Equities Ltd. 18-13960 Constellation Overseas Ltd. 18-13961 Business Description: Constellation Oil Services Holding S.A. is a provider of offshore and onshore oil and gas contract drilling and FPSO services in Brazil through its subsidiary Servicos de Petroleo Constellation S.A. With continuous operations since 1981, Servicos de Petroleo Constellation has obtained ISO 9001, ISO 14001, OHSAS 18001 and API Spec Q2 certifications for its quality management, environmental and safety records and systems. Foreign Proceeding: Brazilian Recuperacao Judicial ("RJ") Chapter 15 Petition Date: December 6, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Martin Glenn Chapter 15 Petitioner and Foreign Representative: Andrew Childe FFP(Cayman) Ltd, 42 North Church St 2nd Floor Harbour Centre George Town Grand Cayman, Cayman Islands Foreign Representative's Bankruptcy Counsel: John K. Cunningham, Esq. Thomas E. MacWright, Esq. Philip M. Abelson, Esq. WHITE & CASE LLP 1221 Avenue of the Americas New York, New York 10020-1095 Tel: (212) 819-8200 Email: jcunningham@whitecase.com tmacwright@whitecase.com philip.abelson@whitecase.com - and - Richard S. Kebrdle, Esq. Laura L. Femino, Esq. WHITE & CASE LLP 200 South Biscayne Blvd, Suite 4900 Miami, Florida 33131 Tel: (305) 371-2700 Email: rkebrdle@whitecase.com laura.femino@whitecase.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of Servicos de Petroleo's Chapter 15 petition is available for free at: http://bankrupt.com/misc/nysb18-13952.pdf DAILY GAZETTE: Retention of Greenway's to Auction Property Approved ------------------------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia authorized Daily Gazette Co. ("DGC") and its affiliated debtors to (i) retain Greenway's Real Estate & Auction, Inc. as auctioneer; and (ii) sell DGC's unimproved real property in Dry Fork District, Tucker County, West Virginia, which is commonly known as Tract No. 38 in Deer Ridge Section of Timberline Sub-Division, at auction. The sale will be free and clear of all liens, claims, encumbrances and interests. Upon entry of the Order, the Debtors are authorized to pay the Auctioneer $1,500, which will constitute a one-time, non-refundable payment to reimburse the Auctioneer for all expenses it will incur in connection with marketing the Timberline Real Estate for sale and conduction a public auction for the property. They are also authorized to cause all other compensation owed to the Auctioneer pursuant to the Auction Agreement to be paid to the Auctioneer without further order of the Court. The Debtors are further authorized and directed to disburse the remaining proceeds of sale to the Pension Benefit Guaranty Corp. without further of the Court. Notwithstanding the possible applicability of the Bankruptcy rule 6004 or otherwise, the Order will be immediately effective and enforceable. About Daily Gazette Company Headquartered in Charleston, West Virginia, Daily Gazette Company and its affiliates operate privately owned information and entertainment businesses consisting of the flagship newspaper, The Charleston Gazette-Mail, as well as a related website, weekly publications, a saturation mail product and the following verticals: http://www.wvcarfinder.com/ http://www.wvrealestatefinder.com/ http://www.wvjobfinder.com/ http://www.gazettemailclassifieds.com/ Daily Gazette Company and certain of its affiliates sought for bankruptcy protection under Chapter 11 (Bankr. S.D. W.Va. Lead Case No. 18-20028) on Jan. 30, 2018. In the petition signed by Norman W. Shumate III, authorized signatory, Daily Gazette Company estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Daily Gazette Company 18-20028 Daily Gazette Holding Company, LLC 18-20029 Charleston Newspapers Holdings, L.P. 18-20030 Daily Gazette Publishing Company, LLC 18-20032 Charleston Newspapers 18-20033 G-M Properties, Inc. 18-20034 Judge Frank W. Volk is the case judge. The Debtors tapped Perkins Coie LLP, as lead counsel, and Supple Law Office, PLLC, as co-counsel. The Debtors hired Phil Murray and Dirks, Van Essen & Murray as consultant and broker. DAVIES CONSULTANTS: Jan. 17 Confirmation Hearing ------------------------------------------------ A hearing to consider the adequacy of the Disclosure Statement explaining Davies Consultants, Inc., will be held before the Honorable Kathlyn C. Ferguson on January 17, 2019 , at 2:00 PM in Courtroom 2, U.S Bankruptcy Court, 402 East State Street, Trenton, NJ 08608. Written objections to the adequacy of the Disclosure Statement shall be filed no later than 14 days prior to the hearing before this Court. A copy of the Disclosure Statement is available at https://tinyurl.com/y8sts8ou from PacerMonitor.com at no charge. About Davies Consultants Davies Consultants, Inc., is a lessor of real estate based in Tinton Falls, New Jersey. It owns an unimproved land located at 2065 Highway 37, Manchester Township, New Jersey. Davies Consultants sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-27119) on Aug. 27, 2018. In the petition signed by John W. Davies, vice-president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Kathryn C. Ferguson presides over the case. DAYMARK SOLUTIONS: Judge Signs Agreed Final Cash Collateral Order ----------------------------------------------------------------- The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas has inked his approval to an Agreed Final Order concerning use of cash collateral entered into by and between Daymark Solutions, Inc., as Debtor-in-Possession and the Internal Revenue Service. Daymark is indebted to the IRS for unpaid taxes in the approximate amount of $300,000. The IRS has filed tax liens to secure repayment of the taxes. The Kansas Department of Revenue ("KDOR") also holds a lien in the approximate amount of $293, and the Kansas Department of Labor ("KDOL") holds a lien in the approximate amount of $10,830. The liens held by the KDOR and the KDOL are junior to that of the IRS and therefore, unsecured. In return for the IRS's consent to Daymark's use of the cash collateral, the IRS is granted replacement liens in post-petition cash collateral (including cash, accounts, accounts receivable, inventory and the proceeds thereof) of Daymark to the same extent that the IRS has valid liens on prepetition cash collateral. Daymark will maintain its cash, accounts, accounts receivable, and inventory in the sum of at least $69,313 at all times. Daymark agrees to pay $1,000 to the IRS on or before the fifth day of each month, until confirmation of Daymark's Plan of Reorganization. The monthly payment to the IRS will be sent to: IRS Insolvency Unit, Attn: Lynda Walker, Mail Stop-5334LSM, 2850 NE Independence Ave., Lee's Summit, MO 64064. To the extent the adequate protection provided to the IRS proves to not be adequate to protect the IRS against a postpetition diminution in the value of its collateral arising from the stay of action against such property, from the use, sale or lease of such property, or from the granting of a lien, then the IRS is entitled to have its claims for such diminution in value of its collateral allowed as a super-priority administrative expense pursuant to 11 U.S.C. Section 507(b). Daymark will serve copies of its monthly operating reports upon counsel for the IRS, Dennis R. Onnen, by email delivered to Dennis.R.Onnen@irscounsel.treas.gov, on the same day they are filed with the U.S. Trustee or the Court. Daymark will timely file all post-petition tax returns and pay all post-petition taxes. A full-text copy of the Agreed Final Order is available at http://bankrupt.com/misc/ksb18-22116-33.pdf About Daymark Solutions Based in Overland Park, Kansas, Daymark Solutions Inc. operates a sales and service company that creates photo identification systems. Daymark Solutions filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr D. Kan. Case No. 18-22116) on Oct. 12, 2018, estimating under $1 million in assets and liabilities. Evans & Mullinix PA, led by Joanne B. Stutz, serves as counsel to the Debtor. The Debtor tapped BMC Group, Inc., as their claims, noticing and balloting agent. DECK CHASSIS: S&P Cuts Issuer Credit Rating to B+, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings lowers its issuer credit rating on Deck Chassis to 'B+' from 'BB-'. The outlook is stable. S&P said, "We also lowered our issue-level rating on the company's senior secured term loan and senior secured notes to 'B+' from 'BB-'. The '3' recovery rating is unchanged, but our rounded recovery estimate declined to 55% from 65% due to a higher revolver usage assumption of approximately 70% at default, based on recent usage, compared to our previous assumption of approximately 65%. "Deck Chassis Acquisition Inc., the parent of Direct ChassisLink Inc. (DCLI), has underperformed our forecast for 2018 due in part to higher-than-expected costs associated with its January 2018 acquisition of TRAC Intermodal's domestic assets. "The downgrade reflects our expectation that DCLI's credit metrics will be below our previous base-case forecast through 2019. We believe that earnings will be lower largely due to higher-than-anticipated costs associated with the integration of domestic assets that DCLI acquired from TRAC Intermodal earlier in 2018. Although we expect these costs to mitigate in 2019, we believe the company's margins will remain pressured from lower contract pricing for its ocean carrier customers. "The stable outlook on DCLI reflects our expectation that the company will experience continued demand growth for its domestic chassis fleet from higher domestic intermodal volumes over the next year, offsetting potential weakness in the company's marine fleet caused by possible trade disruptions. We also anticipate the company will continue to face pricing pressure from major shipping lines. We forecast credit metrics to improve modestly, with EBIT interest coverage improving to the low 1x area in 2019 from below 1x in 2018 and FFO to debt increasing to the low-teens percent area from the high-single-digit percent area over the same period. We also expect debt to capital to remain in the mid-60% area over the same period. "Although unlikely, we could lower our ratings on DCLI over the next 12 months if the company's credit metrics decline such that debt to capital increases above 75% on a sustained basis. This could occur should further pricing pressure from the company's customers lead to lower earnings, utilization rates decline, or the company pursues additional debt-financed acquisitions. "Although unlikely, we could raise our ratings on DCLI over the next 12 months if the company's credit metrics improve, with EBIT interest coverage increasing above 1.3x and FFO to debt rising above 13% on a sustained basis. This would likely occur if utilization and/or pricing significantly increases above our expectations due to higher demand, or if the company reduces debt." DEGRAVE INDUSTRIES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: DeGrave Industries, LLC dba Armor Steel & Metal dba Armor Truck & Equipment 12 Robert Hupy Dr Gladstone, MI 49837-2823 Business Description: DeGrave Industries, LLC is a supplier of metals and industrial equipment in Gladstone and Escanaba. It offers steel, aluminum and specialty metals, new and used heavy equipment, metal storage containers, among others. Chapter 11 Petition Date: December 6, 2018 Court: United States Bankruptcy Court Western District of Michigan (Marquette) Case No.: 18-90216 Judge: Hon. John T. Gregg Debtor's Counsel: Timothy C. Quinnell, Esq. QUINNELL LAW FIRM, P.L.L.C. 419 W. Washington St. Marquette, MI 49855 Tel: (906) 228-3650 E-mail: ofqllp@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jason J. DeGrave, authorized representative. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/miwb18-90216.pdf DELTA WATERWAYS: Unsecured Creditors to Get 100% over 60 Months --------------------------------------------------------------- Delta Waterways, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a combined plan of reorganization and disclosure statement. The plan comprises the treatment of creditors with secured claims and unsecured claims. Atlantic Capital Finance is the only secured creditor. Meanwhile, the general unsecured creditors whose claims amounted to $122,665.86 in total will receive 100% of their allowed claim in monthly payments over 60 months. The effective date of the Plan is the 15th day following the date of the entry of the order of confirmation. The Debtor is represented by: Marc Voisenat, Esq. 2329A Eagle Avenue Alameda, CA 94501 Tel: (510) 263-8664 Fax: (510) 272-9158 A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/canb18-42076-78.pdf About Delta Waterways Delta Waterways, LLC filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 18-42076) on September 6, 2018, and is represented by Marc Voisenat, Esq. Mr. Voisenat can be contacted through marcvoisenatlawoffice@gmail.com. A copy of the Ch. 11 petition is available for free at: http://bankrupt.com/misc/canb18-42076.pdf DISH DBS: S&P Lowers Issuer Credit Rating to B-, Outlook Negative ----------------------------------------------------------------- S&P Global Ratings lowers all ratings on Dish DBS, including the issuer credit rating to 'B-' from 'B', due to weakening subscriber trends that it believes will result in EBITDA margin compression over time and limit deleveraging potential. S&P said, "Dish Network continues to have options with its spectrum licenses, but we believe developments over the past year increase the likelihood of entering into a 5G wireless business designed around serving the internet of things (IoT) market. "Given the limited synergies with the pay-TV business, we no longer view Dish DBS Corp. as core to Dish Network's long-term business strategy. However, we continue to recognize its strategic importance over the medium term, as it is Dish Network's only cash-generating asset. Therefore, we are de-linking the ratings. "The downgrade reflects the increasingly competitive pay-TV market that has resulted in heightened satellite subscriber losses that we expect will continue, slowing Sling TV subscriber growth, and increasing uncertainty around the parent's level of longer-term support." The negative outlook incorporates uncertainty around operational performance as well as potential for incremental debt to help fund the parent's wireless ambitions, which could result in a lower rating if leverage increases. Still, S&P projects that Dish can repay upcoming maturities with internal cash, allowing for slight deleveraging through 2020. S&P said, "We could lower the stand-alone credit profile of Dish DBS over the next year if debt to EBITDA approaches 5x, which could be caused by increased Dish TV churn such that EBITDA declines by 10%-15% compared with our forecast of 7%-10% over the next year. This could also be caused by incremental debt at Dish DBS as our base case projects that upcoming maturities are paid down with internal cash. "We believe these scenarios would likely result in a lower rating at the parent as well, allowing for the rating at Dish DBS to be lowered. "We could revise the outlook to stable if leverage approaches 4x by the end of 2019 and we believe there is path for further improvement thereafter." DITECH HOLDING: Derivative Action Settlement Gets Preliminary OK ---------------------------------------------------------------- The U.S. District Court for the Eastern District of Pennsylvania issued an order preliminarily approving a proposed settlement between Plaintiff Michael E. Vacek, Jr., nominal defendant Walter Investment Management Corp., now known as Ditech Holding Corporation, and the defendants named in the stockholder derivative action captioned Michael E. Vacek, Jr., et al. vs. George M. Awad, et al., Case No. 2:17-cv-02820-JCJ. The Action asserts claims by Michael E. Vacek, Jr., a stockholder of WIMC acting on behalf of WIMC, against WIMC's directors at the time the Action was filed, alleging breach of fiduciary duties, unjust enrichment, and waste of corporate assets involving, among other things, the origination, underwriting, and appraisal of mortgage products, claims by, and settlements with, government agencies concerning the origination, underwriting, and appraisal of mortgage products, and accounting and financial reporting related to default servicing activities, including, but not limited to, errors in financial statements and weaknesses in internal controls over financial reporting with respect to foreclosure tax liens, foreclosure related advances, processing and oversight of loans in bankruptcy, adjustments of reserves, and valuation allowances on deferred tax asset balances. Pursuant to the terms of the Settlement, WIMC has adopted or will adopt corporate governance measures stated in the Stipulation. The Stipulation provides, subject to Court approval, for a payment of attorneys' fees and litigation expenses to Plaintiff's counsel in the amount of $257,500 or such smaller amount approved by the Court. The Court has scheduled a hearing on Jan. 31, 2019 at 10:30 a.m., in Courtroom 17-A, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106, to determine whether the proposed settlement should be finally approved. The Court has ordered that any objections to the proposed settlement must be received no later than Jan. 10, 2019. Additional information concerning the terms of the proposed settlement, the Jan. 31, 2019 hearing, and the requirements for objections can be found in the Notice of Proposed Settlement of Derivative Action and Motion for an Award of Attorneys' Fees and Litigation Expenses. The proposed settlement, the Court's preliminary approval order, and the Notice may be obtained on the Company's website, http://www.ditechholding.com/ About Ditech Holding Ditech Holding Corporation -- http://www.ditechholding.com/-- is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania, the Company has approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding incurred a net loss of $426.89 million in 2017 following a net loss of $833.85 million in 2016. As of Sept. 30, 2018, Ditech Holding had $12.33 billion in total assets, $12.27 billion in total liabilities, and $55.18 million in total stockholders' equity. "The Company continues to actively refine its liquidity plan and intends to take all appropriate actions in an effort to ensure that it has adequate liquidity to meet its debt service obligations and other liabilities and commitments. Based on the assessment of the Company's liquidity for the next twelve months from the date of issuance of these financial statements, management has concluded that while there can be no assurance that the Company's recent and future actions will be successful in mitigating the above risks and uncertainties, including the impact of market conditions and the Company's ability to close MSR sales and other transactions at valuations and within timeframes necessary to maintain sufficient liquidity levels, the Company's current plans, which are considered probable of occurring, provide enough liquidity to meet its obligations over the next twelve months from the date of issuance of these financial statements. However, the potential for an in-court supervised Chapter 11 process in order to implement a strategic transaction ... raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. DURR MECHANICAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Durr Mechanical Construction, Inc. 80 8th Avenue New York, NY 10011 Business Description: Durr Mechanical Construction, Inc. -- http://durrmech.com-- is a mechanical contracting company headquartered in New York. It offers commercial HVAC, scheduling and cost control, BIM drafting, erecting and setting equipment, process piping, power piping, and emergency services. Chapter 11 Petition Date: December 7, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 18-13968 Judge: Hon. Stuart M. Bernstein Debtor's Counsel: Elizabeth Aboulafia, Esq. CULLEN AND DYKMAN LLP 100 Quentin Roosevelt Boulevard, Suite 402 Garden City, NY 11530 Tel: 516-296-9124 Fax: 516-357-3699 Email: eaboulafia@cullenanddykman.com - and - Michael Thomas Rozea, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jeruasalem Ave. Wantagh, NY 11793 Tel: (516) 826-6500 Email: mtr@lhmlawfirm.com - and - Adam P. Wofse, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: (516) 826-6500 Fax: (516) 826-0222 Email: awofse@lhmlawfirm.com Debtor's Special Construction Litigation Counsel: SCHIFF HARDIN, LLP - and - PECKER & ABRAMSON, P.C. Estimated Assets: $100 million to $500 million Estimated Liabilities: $50 million to $100 million The petition was signed by Kenneth A. Durr, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-13968.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Amquip Crane Rental LLC $2,290,147 Lockbox #774389 4389 Solutions Center Chicago, IL 60677-4003 Analytic Stress $296,294 Relieving, Inc Dept. #1027 P.O. Box 740209 Atlanta, GA 30374-0209 Apache Industrial United, Inc. $516,680 Lockbox 677381 Dallas, TX 75267-7381 Atlantic Contracting $403,569 P.O. Box 64191 Baltimore, MD 21264-4191 AWISCO New York Corp. $146,791 55-15 43rd Street Maspeth, NY 11378 Boilermakers Fringe Benefits $338,338 745 Minnesota Avenue Kansas City, KS 66101 Brand Energy $351,118 Services P.O. Box 91473 Chicago, IL 60693 Creamer-Sanzari $523,298 Joint Venture 101 E Broadway Hackensack, NJ 07601 Crestmark Equipment Finance $618,994 40950 Woodward Avenue, Suite 201 Bloomfield Hills, MI 48304 Lifting Gear Hire Corp. $349,304 9925 S. Industrial Drive Bridgeview, IL 60455 Mammoet USA $467,362 South, Inc. 20525 FM 521 Rosharon, TX 77583 National Ind. $299,223 Supply, Inc. 113 Lincoln Blvd. Middlesex, NJ 08846 O'Leary $1,024,224 Construction, Inc. 1830 Gilford Avenue New Hyde Park, NY 11040 P & M Brick, LLC $290,928 2170 Route 144 P.O. Box 890 Coeymans, NY 12045 Safeway Services, LLC $262,527 N19 W24200 Riverwood Drive Waukesha, WI 53188 Steamfitters' Fringe Benefits $165,548 PO Box 1668 New York, NY 10016-1668 Supor Crane & $147,160 Rigging, LLC 433 Bergen Ave Kearny, NJ 07032 Travelers CL $2,500,000 Remittance Center PO Box 660317 Dallas, TX 75266-0317 United Rentals, Inc. $1,911,587 P.O. Box 100711 Atlanta, GA 30384-0711 Von Rohr Equipment Corp. $143,074 P.O. Box 347 Bloomfield, NJ 07003 EAGLE REBAR: Feb. 7 Hearing on Disclosure Statement --------------------------------------------------- The hearing to consider approval of the disclosure statement explaining Eagle Rebar and Cable Co., Inc.'s Chapter 11 plan is set for February 7, 2019, at 1:30 P.M. Deadline for written objections to disclosure statement is January 31, 2019. A full-text copy of the Disclosure Statement is available for free at https://tinyurl.com/yas9d3l7 from PacerMonitor.com About Eagle Rebar and Cable Eagle Rebar and Cable Co., Inc., is a privately held steel erecting company in Gulfport, Mississippi. Eagle Rebar and Cable filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 18-50328) on Feb. 23, 2018, estimating $1 million to $10 million in assets and liabilities. Billy R. Moore, director/vice president, signed the petition. The case is assigned to Judge Katharine M. Samson. Craig M. Geno, Esq., at Craig M. Geno, PPLC, is the Debtor's counsel. EBH TOPCO: Unsecured Recovery Contingent Upon Committee's Probe --------------------------------------------------------------- EBH Topco, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a combined disclosure statement explaining their Chapter 11 plan of liquidation dated November 27, 2018. According to the redline version, the Combined Plan and Disclosure Statement reflects substantial negotiations among the Debtors, Project Build Behavioral Health, LLC, and the Official Committee of Unsecured Creditors, as contemplated by the Settlement Term Sheet attached to the Sale Order. The Combined Plan and Disclosure Statement is a liquidating Chapter 11 plan. The Combined Plan and Disclosure Statement provides that upon the Effective Date: (i) Creditor Trust Assets will be transferred to the Creditor Trust; (ii) any Acquired Assets not previously transferred to PBBH will be transferred from the Debtors to PBBH, in each instance as part of a Close of Sale; and (iii) after completing all of their ordinary course business operations and fiduciary obligations, the Reorganized Debtors will be dissolved. Thereafter, the Creditor Trust Assets will be administered and distributed as soon as practicable pursuant to the terms of the Combined Plan and Disclosure Statement. To the extent any Residual Assets remain upon the Effective Date of the Combined Plan and Disclosure Statement, the Reorganized Debtors will wind down and liquidate the Residual Assets, with any proceeds from such disposition being paid to PBBH in partial satisfaction of PBBH’s senior secured liens on the Residual Assets. A dispute remains as to the scope of the releases contemplated by the parties. The Debtors are seeking the release of all directors and officers as of the Petition Date. The Committee asserts that the Settlement Term Sheet contemplated releases for those officers and directors of the Debtors as of the Effective Date. As drafted, the Committee believes that the releases are overly broad and cannot be confirmed. The Committee reserves all rights to object to the releases and scope of the “Released Parties” in connection with confirmation of the Combined Plan and Disclosure Statement. As of the March 31, 2018, the Debtors had approximately $1.9 million of Cash and cash equivalents and $49.4 million of assets on an aggregate basis. The Debtors’ aggregate liabilities as of the Petition Date were approximately $207.3 million. Under the Combined Plan and Disclosure Statement, Class 3 shall consist of First Lien Claims and are deemed Impaired. PBBH’s First Lien Claims are deemed Allowed Claims. PBBH shall receive (a) in accordance with the terms of the Sale Order and the APA, a dollar-for-dollar credit for the balance of the Acquired Assets equal in value to the difference between $65,000,000 and the DIP Credit; (b) the proceeds of the liquidation by the Reorganized Debtors of all Residual Assets; (c) the balance of all Comerica Settlement Funds returned to the Estates in excess of the first $400,000 of such funds designated for the Creditor Trust in accordance with the Settlement Term Sheet; and (d) the proceeds from the liquidation or administration of any other assets of the Debtors that are not Creditor Trust Assets, including but not limited to any excess funds remaining in the Administrative and Priority Claims Reserve after payment of all Allowed Priority Claims, Allowed Administrative Expense Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Secured Tax Claims, or Allowed Other Secured Claims in accordance with the Combined Budget. Holders of Claims in Class 3 shall not receive any distribution from the Creditor Trust or Creditor Trust Assets based on any Deficiency Claim; provided, however, that the Prepetition First Priority Liens shall remain on all of the Debtors’ and Reorganized Debtors’ assets, excluding the Creditor Trust Assets, until the First Lien Claims are paid in full. Therefore, each Holder of an Allowed First Lien Claim shall be entitled to vote to accept or reject the Combined Plan and Disclosure Statement. Class 4: Second Lien Claims. Holders of Claims in Class 4 are Impaired under the Combined Plan and Disclosure Statement. Except to the extent that a Holder of an Allowed Second Lien Claim has agreed to a less favorable treatment of such Claim, and only to the extent that any such Allowed Second Lien Claim has not been paid by any applicable Debtor prior to the Effective Date, in full and final satisfaction, settlement, and release of each Allowed Second Lien Claim, each Holder of an Allowed Second Lien Claim shall receive such Holder’s Pro Rata Share of the beneficial interest in the Creditor Trust and as beneficiary of the Creditor Trust shall receive, on a distribution date, their Pro Rata Share of net Cash derived from the Creditor Trust Assets available for Distribution on each such distribution date as provided under the Combined Plan and Disclosure Statement and Creditor Trust Agreement, as full and complete satisfaction of the Claims against the Creditor Trust. The Debtors estimate that the aggregate amount of Allowed Second Lien Claims will be $47,512,247. Holders of Claims in Class 4 are entitled to vote to accept or reject the Combined Plan and Disclosure Statement. Class 7: General Unsecured Claims. Class 7 is Impaired under the Combined Plan and Disclosure Statement. Except to the extent that a Holder of an Allowed General Unsecured Claim has agreed to a less favorable treatment of such Claim, and only to the extent that any such Allowed General Unsecured Claim has not been paid by any applicable Debtor prior to the Effective Date, in full and final satisfaction, settlement, and release, of each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall receive such Holder’s Pro Rata Share of the beneficial interest in the Creditor Trust and as beneficiary of the Creditor Trust shall receive, on a distribution date, their Pro Rata Share of net Cash derived from the Creditor Trust Assets available for Distribution on each such distribution date as provided under the Combined Plan and Disclosure Statement and Creditor Trust Agreement, as full and complete satisfaction of the Claims against the Creditor Trust. The Debtors estimate that the aggregate amount of Allowed General Unsecured Claims will be approximately $195,128,358.87 based on the Debtors’ Schedules and Claims asserted against the Estates. Holders in Class 7 are entitled to vote to accept or reject the Combined Plan and Disclosure Statement. Any recovery under the Combined Plan and Disclosure Statement to Holders of Allowed General Unsecured Claims is contingent upon the continued investigative efforts of the Committee and any recoveries by the Creditor Trust on account of the Estate Claims transferred to the Creditor Trust. It is impossible to estimate at this time the amount, if any, of recoveries by the Creditor Trust. The Combined Plan and Disclosure Statement shall be implemented through the Plan Transactions and the Effective Transactions as described in detail below; provided, however, that the provisions contained in the Combined Plan and Disclosure Statement shall subject in all respects to the provisions of the Sale Order, the Settlement Term Sheet, the APA, the Combined Budget; and nothing in the Combined Plan and Disclosure Statement shall be deemed to modify, negate, abrogate, overrule or supersede the terms and provisions of the aforementioned documents. On the Effective Date, the Creditor Trust will be established pursuant to the Creditor Trust Agreement, which will be filed with the Bankruptcy Court in the Plan Supplement. Upon establishment of the Creditor Trust, all Creditor Trust Assets shall be deemed transferred to the Creditor Trust without any further action of any of the Debtors, the Reorganized Debtors, or any employees, officers, directors, members, partners, shareholders, agents, advisors, or representatives of the Debtors or the Reorganized Debtors. The Creditor Trustee may elect for the Creditor Trust to be treated as a partnership or a corporation or other entity for tax purposes only, if the Creditor Trustee may determine, in his or her reasonable discretion, that such election would be in the best interests of the beneficiaries of the Creditor Trust. The Committee shall have the power and authority to enter into the Creditor Trust Agreement on the Effective Date. Prior to the Confirmation Date but in no event later than the filing of the Plan Supplement, the Committee shall designate a Person to serve as the Creditor Trustee, pursuant to the Creditor Trust Agreement. The Creditor Trust shall be established for the purpose of liquidating the Creditor Trust Assets, prosecuting any Estate Claims transferred to the Creditor Trust to maximize recoveries for the benefit of the Creditor Trust’s beneficiaries, and making Distributions in accordance with the Combined Plan and Disclosure Statement to the Creditor Trust’s beneficiaries, with no objective to continue or engage in the conduct of a trade or business in accordance with Treas. Reg. Section 301.7701-4(d). The Creditor Trust is intended to qualify as a “grantor trust” for federal income tax purposes and, to the extent permitted by applicable law, for state and local income tax purposes, with the Creditor Trust’s beneficiaries treated as grantors and owners of the trust. On or after the Effective Date, the Reorganized Debtors and the Purchaser shall provide reasonable and timely cooperation to effectuate the provisions of the Combined Plan and Disclosure Statement as the Creditor Trustee might otherwise reasonably request, including, but not limited to, executing such documents, to carry out the terms of the Combined Plan and Disclosure Statement and administration of the Creditor Trust. As set forth in Bankruptcy Code Section 1141(d)(3), the Combined Plan and Disclosure Statement does not grant the Debtors a discharge. However, notwithstanding the foregoing, except as otherwise provided herein, the rights afforded pursuant to the Combined Plan and Disclosure Statement and the treatment of all Claims and Equity Interests of any nature whatsoever, including any interest accrued on such Claims from and after the Filing Date, against the Debtors or any of their Assets. All Persons and Entities shall be precluded form asserting against the Debtors, or any of their assets any further Claims or Equity Interests based upon any act, or omission, transaction, or other activity of any kind or nature that occurred before the Effective Date, except as otherwise provided in the Combined Plan and Disclosure Statement. The Bankruptcy Court has scheduled the Confirmation Hearing to consider approval of the Combined Plan and Disclosure Statement for January 24, 2019, at 10:00 a.m. Any written objection to approval or confirmation of the Combined Plan and Disclosure Statement must be filed by January 14, 2019 at 4:00 p.m. The Debtors will file the Plan Supplement by January 10, 2019 at 4:00 p.m. The Plan Supplement will contain, among other things: (a) the Creditor Trust Agreement; (b) identification of the Creditor Trustee; and (c) any other disclosures as required by the Bankruptcy Code. A redlined version of the Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/dk18-000591-0001.pdf About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC, along with its subsidiaries -- http://www.elementsbehavioralhealth.com/ --are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Lead Case No. 18-11212). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. The Debtors tapped Alvarez & Marsal LLC as initial restructuring advisor; Houlihan Lokey Capital, Inc. As investment banker; and Donlin, Recano & Company, Inc. as the notice and claims agent. On June 11, 2018, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Bayard P.A. as legal counsel; Arent Fox LLP as co-counsel; and Zolfo Cooper, LLC as financial advisor. EMPRESAS CARRION: Case Summary & 5 Unsecured Creditors ------------------------------------------------------ Debtor: Empresas Carrion Allende, Inc. dba Antiguo Supermercado Jaime 1054 Santana Arecibo, PR 00612 Business Description: Empresas Carrion Allende, Inc. operates a grocery store in Arecibo, Puerto, Rico. Chapter 11 Petition Date: December 6, 2018 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 18-07111 Judge: Hon. Mildred Caban Flores Debtor's Counsel: Francisco J. Ramos Gonzalez, Esq. FRANCISCO J RAMOS & ASOCIADOS CSP PO Box 191993 San Juan, PR 00919-1993 Tel: 787 764-5134 Fax: 787 758-5087 E-mail: fjramos@coqui.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sandra I. Carrion Montalvo, president. 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/prb18-07111.pdf EPW LLC: Court Approves Disclosure Statement -------------------------------------------- Judge Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the Northern District of Indiana, South Bend Division, approved the corrected disclosure statement filed on October 26, 2018, explaining EPW, LLC's Chapter 11 plan. The Plan is a Liquidation Plan. The assets of the Debtor were sold at an auction sale on Oct. 5, 2018 pursuant to the authority granted by the Court in its Order of Sept. 24, 2018. The Prevailing Bidder at the auction was VMW Tooling Group, LLC, and the Prevailing Bid was in the amount of $670,000. The secured claims of Chemical Bank and Complete Capital Services were paid in full by the Debtor from proceeds of the sale, all as authorized by the Court's Sale Order. The Debtor anticipated that total U.S. Trustee fees will be less than $15,000. The Debtor anticipates that total attorney fees will be less than $40,000. After payment of administrative expenses, the remaining balance would be paid to unsecured creditors on a pro-rata basis. The DIP anticipates that distribution to unsecured creditors would be at least 25% of allowed claims if the Liquidation Plan is confirmed without objection or additional litigation. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/innb18-31460-58.pdf About EPW, LLC EPW, LLC, is a privately held company engaged in the business of manufacturing electric lighting equipment. EPW, LLC, filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 18-31460) on Aug. 10, 2018. In the petition signed by Douglas L. Lammon, president, the Debtor disclosed $838,157 in total assets and $1,302,073 in total liabilities. The case is assigned to Judge Harry C. Dees, Jr. Hammerschmidt, Amaral & Jonas, led by R. William Jonas, Jr., serves as counsel to the Debtor. EQUITRANS MIDSTREAM: Fitch Assigns BB Issuer Default Rating ----------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating of 'BB' to Equitrans Midstream Corporation. Fitch has also assigned 'BB'/'RR2' rating to ETRN's senior secured term loan B. The 'RR2' rating reflects Fitch's expectations that, in a default scenario, recovery for the term loan B will be 71% to 90%. The Outlook is Stable. Proceeds from term loan B will be used to buy in EQGP Holding, LP. The EQGP Holding, LP transaction facilitates another transaction, which is the buy back of the incentive distribution rights furnished to the general partner of EQT Midstream Partners, LP (EQM). EQM will issue common units to buy back those rights. Fitch has reviewed preliminary documentation for the loan offering; the assigned ratings assume there will be no material variation from the draft previously provided. ETRN's ratings reflect low stand-alone leverage, a high percentage of take-or-pay-type payments (which underpin the distributions from EQM to ETRN and other common unit holders), and reasonable financial policies promulgated by ETRN's new Board of Directors. Concerns include geographical concentration and construction permitting risk. KEY RATING DRIVERS Modest Holdco Leverage: Fitch forecasts stand-alone leverage (holdco-level debt divided by distributions received from the Master Limited Partnership, EQM) to be approximately 1.3x in 2019. For historic holdco leverage figures, this is modest. However, the leverage is supported by a company that has experienced a decline in its distribution coverage ratio, from 1.9x in 2015 to 1.4x in 2017. With the divisional assets that came EQM's way by dint of EQT Corporation's (EQT; IDR BBB-/Stable) acquisition of Rice Energy Inc. (NR), EQM chose to debt finance some of those purchases. Accordingly, the distribution coverage has continued to decline. Management report a 3Q18 pro forma distribution coverage ratio of 1.1x. EQM is rated 'BBB-'. Companies rated 'BBB-', but that struggle to keep that rating, offer a useful historical perspective. The track record shows that most of these companies stop growing their distribution or cut it, in order to bolster their 'BBB-' rating. Fitch does not expect severe operational challenges to materialize for EQM. Moreover, Fitch expects EQM to increase its distribution rate. Revenues from Long-Term Capacity Reservation Payments: EQM benefits from a stream of payments where the underlying contracts call for fixed payments to be made whether EQM is requested to move the contractually specified amount of volumes, or no volumes. If the contracted amount of capacity is made available by EQM, EQM is entitled to the fixed payment. Pro forma for mid-2018 acquisitions, slightly more than half of EQM's 2017 revenues were from capacity reservation payments. Such contracts are prevalent in the long-distance transmission side of the midstream sector. EQM has such payments bolstering not only transmission, but also some of its gathering segment commercial relationships. EQM Leverage Rising to Policy: EQM's new management intends to follow the policy of previous management, and set the leverage target at 3.5x - 4.0x. Prior to 2018, EQM's management had never taken leverage up to the level of policy. For FY17, leverage was 1.7x. In 2018, leverage has risen to policy. Due to a decision to use debt to finance a large part of the EQM's mid-2018 acquisitions, as well as its investments in MVP, pro forma LTM leverage at Sept. 30, 2018 was approximately 3.9x. The pro forma adjustment is due to the fact that certain acquisitions are deemed part of EQM back to Nov. 13, 2017, which is the date EQT Corporation acquired Rice Energy Inc. Fitch forecasts that in 2019, EQM leverage will be slightly above 5.0x. Fitch does not expect leverage to be sustained at this high level past Dec. 31, 2019, as the commercialization of the Mountain Valley Pipeline (MVP) should facilitate de-leveraging. Concentration of Counter-Party Credit Risk: EQT on a consolidated basis, and pro forma for mid-2018 acquisitions, provided about three-quarters of EQM's revenues in 2017. EQT is, as of this date, the largest U.S. natural gas producer. Upstream-based credit metrics are expected to remain strong for EQT. Due to the combination of customer concentration and reservation-based payments, EQT's IDR serves as a cap on EQM's IDR. Mountain Valley Pipeline Permitting Risk: EQM has never been associated with such a long-distance, large-diameter pipeline as MVP. The pipeline traverses difficult terrain, and its construction requires fulfilment of permit requirements in a state where EQM previously had no operations (Virginia), and where it crosses the Jefferson National Forest. Authorizations concerning the Jefferson National Forest are being litigated, which has cause delays. The permit process also puts a premium on the skill of coordinating linked applications between state environmental agencies and the U.S. Army Corp of Engineers. Litigation-related delays have occurred in this part of the construction project. Fitch expects MVP will obtain all its permits and this process to be completed. Parent-Subsidiary Linkage: ETRN and EQM exist in a Strong Subsidiary-Weak Parent relationship, as ETRN has no other material assets than its securities in EQM. EQM does not guarantee ETRN debt, nor are there other similar legal linkages between the two entities. The presence of EQM Independent Directors is the only factor that detracts from the otherwise strong operational linkage between the two entities. The aggregate of the Operational and Legal ties leads to a not-strong and not-moderate linkage judgment. Accordingly, a stand-alone profile is an eligible finding, and it is elected for ETRN. ETRN's rating is based on a stand-alone profile. DERIVATION SUMMARY In 2014, Kinder Morgan Inc. bought in its master limited partnership. This transaction was the first in a series of several transactions where debt at two issuing nodes was made, by various means, pari passu to each other. In 2018, Williams Companies, Inc. (WMB) and Williams Partners, LP became part of this trend. Prior to this July 2018 transaction, Williams IDR was 'BB+'. Stand-alone leverage (holdco-level debt divided by distributions received from the Master Limited Partnership) for WMB in 2017 was approximately 2.5x. ETRN's stand-alone leverage in 2019 is forecast to be 1.3x. WMB's 2017 EBITDA, when it was rated 'BB+', was over three times ETRN's forecasted 2019 EBITDA. More importantly, WMB has a highly-diversified geographical "footprint," while ETRN exclusively operates in the Appalachia basin region. The size and diversity factors outweigh the low leverage, and cause ETRN to have a lower IDR than WMB had before July 2018. Another comparable is the co-borrower pair GIP III Stetson I, L.P. and GIP III Stetson II, L.P. (collectively, Stetson) (BB-/Stable). Stetson and ETRN are both fast-growing companies with base EBITDA of at least $1 billion. Both companies have solid foundations provided by their gathering and processing (G&P) divisions. Both companies have built long-distance transportation assets to enhance the services they can provide G&P customers. Stetson has more geographic and divisional diversity than ETRN (e.g., Stetson is growing in two regions, the Anadarko basin region and the Permian basin region). Fitch expects Stetson's stand-alone leverage in 2019 to be approximately 3.5x. As mentioned, the expectation for ETRN is 1.3x. ETRN's leverage merits at least a one-notch higher rating. More than one notch is not warranted given Stetson's superior diversification. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - 10% annual dividend growth. - EQM's customers produce gas at a rate of growth that is consistent with Fitch's natural gas price deck assumption of $3.00/MMBtu. - EQM's Mountain Valley Pipeline total investment (2016 to completion, yet excluding interest during construction) is approximately $2.2 billion. - No common equity issuance by EQM. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Positive rating action is not currently viewed as possible in the medium-term. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Negative rating action at EQM. - Stand-alone leverage rising above 2.75x. - Negative rating action at EQT Corporation. - At MVP, significant delays or cost increases to the current $4.6 billion budget (8/8ths basis, excluding interest during construction). - EQM Debt to adjusted EBITDA of over 4.0x for a sustained period. Fitch expects debt incurred to invest in the joint venture for Mountain Valley Pipeline to cause leverage to be over this level for approximately four quarters. - EQM distribution coverage ratio below 1.0x on a sustained basis. - A change in operating profile such that EQM introduces a material amount of non-fee-based contracts for its gathering business. LIQUIDITY Adequate Liquidity: ETRN's liquidity is representative of the combined liquidity of EQM and ETRN. On Oct. 31, 2018, ETRN entered into a $100 million revolving credit facility to be used for general purposes as well as cover costs related to the separation that arise prior to receiving initial cash distributions from EQM. EQM maintains a strong liquidity position: As of Sept. 30, 2018, EQM had $4.7 million of cash on the balance sheet. In addition, EQM had $22 million in borrowings under its $1 billion senior unsecured revolving credit facility. In October 2018, EQM amended its revolving credit facility to increase its borrowing capacity to $3 billion and extend the maturity date to October 2023. The bank agreement restricts bank defined leverage from exceeding 5x at the end of any calendar quarter. With certain acquisitions, EQM's maximum leverage is 5.5x on a temporary basis. As of Sept. 30, 2018, EQM has no maturities through 2022. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Equitrans Midstream Corporation - Long-term IDR 'BB'; - Senior secured rating 'BB'/'RR2'. The Rating Outlook is Stable. FAIRFIELD TIC: Court Dismisses Chapter 11 Case for Bad Faith Filing ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia dismissed the chapter 11 bankruptcy case of Debtor Fairfield TIC, LLC. The U.S. Bank National Association, as Trustee for the registered holders of LB-UBS Commercial Mortgage Trust 2007-C7, Commercial Mortgage Pass-Through Certificates, Series 2007-C7 (Noteholder), and Susan E. Collins, a court-appointed receiver filed a motion seeking an order from the Court dismissing the Debtor's case. Alternatively, the Noteholder sought relief from the automatic stay. Relevant to this case, in Carolin Corp. v. Miller, the Fourth Circuit adopted the view that chapter 11 implicitly requires any debtor to file their petition in good faith, thus recognizing that a "bad faith" filing under chapter 11 would also amount to cause for dismissal. The Fourth Circuit noted that dismissal was proper in these cases only when the debtor acted in both objective and subjective bad faith. The debtor must not have any objectively reasonable possibility of reorganization, and the filing must have been with the intent to "abuse the reorganization process" or "to cause hardship or to delay creditors . . . without an intent or ability to reorganize." Upon careful consideration of the facts presented, the Court finds that it is in the best interest of the creditors to dismiss, rather than convert the case. The Debtor has only one asset which is fully encumbered by the Noteholder's lien. Considering there is no equity in the Fairfield Shopping Center in Virginia Beach, Virginia, no other creditor would receive distributions from liquidation under chapter 7. Based on the lack of assets, equity and cash flow, the Debtor cannot propose an objectively reasonable plan of reorganization as a sole participant in the bankruptcy case. Because the owners of the Shopping Center wanted the tax benefit of like-kind exchanges, they associated as tenants in common. As the Court in Geneva ANHX IV observed, "a tenancy-in-common is an inflexible form of ownership." Moreover, although the Court does not believe the Debtor filed its bankruptcy case with malice--that is not the standard set forth by the Fourth Circuit. Rather, the Debtor did not file in good faith because it did so to delay its largest secured creditor when its controlling member knew there was no reasonable possibility of reorganization. Accordingly, the Noteholder has carried its burden to show that the Debtor has met both the objective and subjective prongs of the Carolin test such that this case will be dismissed for cause. A copy of the Court's Nov. 29, 2018 Memorandum Opinion is available at: http://bankrupt.com/misc/vaeb18-73744-87.pdf About Fairfield TIC LLC Fairfield TIC, LLC operates the Fairfield Shopping Center located at Corner of Providence Road and Kempsville Road Virginia Beach, Virginia. Fairfield TIC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-73744) on Oct. 23, 2018. In the petition signed by Jon S. Wheeler, manager, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The Debtor tapped Crowley, Liberatore, Ryan & Brogan, P.C., as its legal counsel. FAYETTE MEMORIAL: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------- The Office of the U.S. Trustee on Dec. 5 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Fayette Memorial Hospital Association, Inc. The committee members are: (1) NextGen Healthcare, Inc. Attention: Jeffrey D. Linton 18111 Von Karman Ave., Suite 800 Irvine, CA 92612 Phone: (949) 237-5275 Email: jlinton@nextgen.com (2) Horizon Mental Health Management, LLC Shannon Russell 1965 Lakepointe Dr., Suite 100 Lewisville, TX 75057 Phone: (972) 420-8246 Email: Shannon.Russell@HorizonHealth.com The bankruptcy watchdog appointed Shannon Russell as chairperson of the committee. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Fayette Memorial Hospital Association Founded in 1913, Fayette Memorial Hospital Association, Inc. -- visit https://www.fayetteregional.org. -- is a multi-faceted health care organization in Connersville, Indiana. It offers ambulatory care, cancer care, care pavilion, dermatology, diagnostic imaging, emergency care, express care, facial and cosmetic procedures, hospice care, laboratory services, pediatrics, physical therapy and rehabilitation, among other services. Fayette Memorial Hospital Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-07762) on October 10, 2018. In the petition signed by Randall White, chief executive officer, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Jeffrey J. Graham. The Debtor tapped Fultz Maddox Dickens PLC as its legal counsel. FC GLOBAL: No Qualified Bidders for Gadsden's T9 Property --------------------------------------------------------- As disclosed in the current report on Form 8-K of FC Global Realty Incorporated dated Nov. 9, 2018, on Nov. 8, 2018, the Company entered into an agreement and plan of merger with FC Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of FC Global, Gadsden Growth Properties, Inc., a Maryland corporation and Gadsden Growth Properties, L.P., a Delaware limited partnership, pursuant to which, subject to the terms and conditions of the Merger Agreement, FC Merger Sub will merge with and into Gadsden, with Gadsden surviving the merger as a wholly owned subsidiary of FC Global, which shall have been converted into Gadsden Properties, Inc., a Maryland corporation pursuant to a plan of conversion that was adopted on Nov. 8, 2018 by the board of directors of FC Global. On Nov. 9, 2018, FC Global filed a registration statement on Form S-4 that includes the joint proxy statement of FC Global and Gadsden and the prospectus of FC Global relating to the issuance of securities in connection with the Merger and related conversion. As disclosed by FC Global and Gadsden in the Registration Statement, one of the significant Gadsden properties is Gadsden's ownership of all of the issued and outstanding equity interests in Township Nine Owner, LLC, a debtor in bankruptcy that, through its wholly owned subsidiaries, owns a property, the T9 Property. On Dec. 3, 2018, Gadsden informed FC Global that it did not receive qualified bidders for its planned sale of the T9 Property under Section 363 of the Bankruptcy Code. Accordingly, the secured creditor in the Bankruptcy Case has the unilateral right under the terms of the stipulation in the Bankruptcy Case to foreclose on the T9 Property under the provisions of California state law, which generally only requires a notice of sale to be delivered and an auction process that is not earlier than 20 days after the delivery of the notice of sale. The Secured Creditor will be able to use the amount owed it as consideration for any bid that it makes for the T9 Property. Gadsden also informed FC Global that Gadsden did not make the monthly payment to the Secured Creditor under the T9 Stipulation that was due Dec. 1, 2018. Accordingly, the obligations due to the Secured Creditor will not be reduced under the terms of the T9 Stipulation by approximately $490,000. Gadsden has informed FC Global that it continues to seek to sell the T9 Property, but it does not currently have any commitments from any person to purchase the T9 Property. Any such purchase would be required to satisfy the obligations to the Secured Creditor and the lender under the DIP financing facility for cash and there is no assurance that Gadsden will be able to enter into any definitive agreement and close prior to a foreclosure of the T9 Property by the Secured Creditor. Gadsden has informed the Company that it is negotiating the terms with the Secured Creditor but cannot provide any assurance that the Secured Creditor will agree to any forbearance or any modification of its rights. There can be no assurance that Gadsden will be able to retain any rights to the T9 Property and Gadsden may suffer a complete loss of its investment in this asset. FC Global currently intends to continue to pursue the Merger under the Merger Agreement. The Merger Agreement provides for an adjustment in the number of shares that would be issued by FC Global in the merger based on the relative net asset values of Gadsden and FC Global. If Gadsden's net asset value at the closing of the Merger does not include the T9 Property in the Merger, then subject to additional adjustments under the terms of the Merger Agreement: (i) the adjusted number of shares of FC Global common stock that would be issued at the closing of the Merger would be reduced to approximately 327 million; and (ii) the FC Global outstanding shares that would be owned by the Gadsden shareholders at the closing of the Merger would be reduced from approximately 94% to approximately 92%. 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. FLIPDADDY'S LLC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Flipdaddy's, LLC aka Flipdaddy's Brillant Burgers and Craft Beer Bar 7406 Jager Ct. Cincinnati, OH 45230 Business Description: Flipdaddy's, LLC aka Flipdaddy's Brillant Burgers and Craft Beer Bar is a restaurant group with four locations in Ohio and Kentucky. Flipdaddy's menu includes salads, paninis, burgers, and beers. The Company was founded in 2010. To learn more, visit https://www.flipdaddys.com/ Chapter 11 Petition Date: December 6, 2018 Court: United States Bankruptcy Court Southern District of Ohio (Cincinnati) Case No.: 18-14408 Judge: Hon. Jeffery P. Hopkins Debtor's Counsel: Steven L. Diller, Esq. DILLER AND RICE, LLC 124 East Main Street Van Wert, OH 45891 Tel: (419)238-5025 Email: steven@drlawllc.com Kim@drlawllc.com; Eric@drlawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas Sacco, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ohsb18-14408.pdf FORM TECHNOLOGIES: Moody's Lowers CFR to B3, Outlook Stable ----------------------------------------------------------- Moody's Investors Service downgraded the ratings of Form Technologies LLC , including the Corporate Family Rating to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. Concurrently, Moody's downgraded the rating on the company's first-lien senior secured revolving credit facility and term loan to B2 from B1 and second-lien senior secured term loan to Caa2 from Caa1. The ratings outlook was changed to stable from negative. Moody's downgraded the following ratings of Form Technologies LLC: Corporate Family Rating, to B3 from B2 Probability of Default Rating, to B3-PD from B2-PD Senior secured revolving credit facility, to B2 (LGD3) from B1 (LGD3) Senior secured first-lien term loan, to B2 (LGD3) from B1 (LGD3) Senior secured second-lien term loan, to Caa2 (LGD5) from Caa1 (LGD5) Outlook: Stable, from Negative RATINGS RATIONALE The ratings downgrade was driven by the expectation that financial leverage will remain elevated above 5.7x (including Moody's standard adjustments) on a sustained basis due to the company's increase in funded debt levels. The increase in debt is related to the company's largely debt financed acquisitions that has kept leverage elevated despite generating good operating performance. Debt/EBITDA for the last twelve months ended September 30, 2018 stands at approximately 6.3x. Favorable fundamentals in the company's automotive, electrical components and oil & gas markets should more than offset temporary softness in the company's electronic hardware and consumer electronic end-markets. Form Technologies' B3 CFR reflects the company's elevated financial leverage, highly cyclical nature of its global automotive, consumer electronics and oil & gas businesses that comprise approximately half of sales as well as variable working capital needs to support top line growth. The high debt levels stem from the company's early-2015 LBO and subsequent acquisitions that have been primarily financed with add-on term loan debt. At the same time, the company benefits from favorable end-market fundamentals as well as its highly customized design leading to its sole source manufacturing on many of its products that translate into healthy EBITDA margins. The more meaningful increase in debt occurred in March 2017 when the company acquired Signicast LLC, a U.S.-based manufacturer of precision investment cast parts, in a largely debt funded transaction that increased funded debt by approximately $330 million. Positively, the acquisition increased the company's revenue size to $1 billion and has had a positive margin mix impact on the company's financials. Moody's expects Form Technologies to have adequate liquidity over the next twelve to eighteen months including continued positive annual free cash flow generation. Free cash flow is expected to be used toward debt amortization payments and to partially fund continued top line growth and acquisitions. The company maintains adequate revolver availability under its $75 million revolving credit facility due 2020. The facility has a covenant lite structure, with only a springing leverage covenant on the revolving facility. The stable ratings outlook is based on the expectation that the company will benefit from organic revenue growth supplemented by continued synergies from its acquired businesses while maintaining adequate liquidity. The company's ratings could be downgraded if leverage is expected to reach 7.5 times and is sustained at that level, and annual free cash flow were to turn negative, or if EBITA/interest were to trend towards 1.0 times. The loss of a major customer, with volume not replaced, could also drive negative ratings pressure. Conversely, the ratings could be upgraded through meaningful revenue growth through the acquisition of new customers and/or contract awards, accompanied by positive free cash flow generation, such that debt/EBITDA improves to less than 5.5 times and EBITA/interest greater than 2.5 times on a sustained basis. Form Technologies (previously names Dynacast International), headquartered in Charlotte, North Carolina, is a global manufacturer of small precision, engineered metal components utilizing die cast and metal injection molding technologies as well as precision investment casting capabilities. Annual revenues approximate $1 billion. The company is owned by Partners Group, Kenner & Company and American Industrial Partners and management. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. FYBOWIN LLC: Hires Buccigrossi & Associates as Accountant --------------------------------------------------------- Fybowin, LLC, and its debtor-affiliates seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Buccigrossi & Associates, as accountant to the Debtor. Fybowin, LLC requires Buccigrossi & Associates to, among other things, assist the Debtors in preparation of monthly operating reports and related financial statements and anticipated preparation and submission of federal, state and local corporate tax returns. Buccigrossi & Associates 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. Nick Buccigrossi, partner of Buccigrossi & Associates, 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. Whiteford Taylor can be reached at: Nick Buccigrossi BUCCIGROSSI & ASSOCIATES 5578 Old William Penn Hwy Export, PA 15632 Tel: (412) 856-8799 About Fybowin, LLC Fybowin, LLC, which conducts business under the name Rivertowne, is a privately-held brewing company in Pittsburgh, Pennsylvania. The Rivertowne beer concept was born in 2002. The company, one of the very first craft brewers in Pittsburgh, has restaurants in Verona, North Huntingdon, and the North Shore, as well as a Pourhouse in Monroeville. Fybowin sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-21803) on May 4, 2018. On May 7, 2018, the company's affiliates Fybomax Inc., Fybo Management Inc., Rivertowne Growth Group LLC and Occupy Rivertowne LLC filed for Chapter 11 protection (Bankr. W.D. Pa. Case Nos. 18-21870 to 18-21873). The cases are jointly administered with Fybowin's. Fybowin, LLC, estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Gregory L. Taddonio is the case judge. Whiteford, Taylor & Preston, LLP, serves as the Debtors' legal counsel. GENERAL AERONAUTICS: Bid to Quash Ch. 11 Involuntary Petition Nixed ------------------------------------------------------------------- Bankruptcy Judge R. Kimball Mosier denied General Aeronautics Corporation's motion to dismiss the chapter 11 involuntary petition filed by petitioning creditors Jason Chen, Jacob van der Westhuizen, Robert Wilson, Howard Kent, William Scott Carron, Henry Parry II, Carolynn Taft, Martie Nadauld, and Lori Chigbrow General Aeronautics Corporation and other related companies have tried to build and market gyroplanes for over 30 years, but business has not been easy. Funding shortfalls have been common, and the company could not afford to pay employees their full compensation for significant stretches of time. When the last shortfall hit in early 2015, many of its remaining employees resigned or were laid off. The company received new funding in late 2016, and word spread among the former employees and creditors, who joined together to consider their options. On Sept. 28, 2017, Jason Chen, Jacob van der Westhuizen, Robert Wilson, Howard Kent, William Scott Carron, and Henry Parry II filed an involuntary petition against General Aeronautics, asserting claims principally for unpaid rent, unpaid compensation, and loans made to the company. They were joined by three additional creditors -- Carolynn Taft, Martie Nadauld, and Lori Chigbrow -- on June 25, 2018. General Aeronautics controverted the petition and filed a motion to dismiss it and a motion to require the Petitioning Creditors to post a bond. GAC has disputed many aspects of the Petitioning Creditors' claims but based on the findings of fact, the Court concludes that many of these disputes are not bona fide. With respect to whether GAC owes Deferred and Bonus Compensation, the Court concludes that the Petitioning Creditors carried their burden based on testimony and documentary evidence that non-executive employees were entitled to such compensation. But after viewing the evidence objectively, GAC did not carry its burden to demonstrate a bona fide dispute on this issue. Accordingly, the Court will count Deferred and Bonus Compensation for purposes of section 303. GAC has also argued that many of the Petitioning Creditors' claims are the subject of a bona fide dispute because they were not approved by its board of directors. The Court has found, however, that the board effectively ceded authority over the approval of loans and expenses and other matters to the company's executives. Having ceded such authority, GAC's attempt to stand on ceremony and dispute its obligation to repay amounts simply because the board did not approve those amounts is unavailing. The Court concludes that the board's failure to approve a loan or expense does not render it subject to a bona fide dispute. GAC requested that the Petitioning Creditors be required to post a bond under section 303(e) to compensate it, in the event the petition is dismissed, for the damage it has allegedly suffered as a result of the involuntary petition. Section 303(e) permits a court to order that a petitioning creditor "file a bond to indemnify the debtor for such amounts as the court may later allow under subsection (i) of this section." In turn, section 303(i) allows a court, upon dismissal of the petition, to grant judgment against a petitioning creditor for the debtor's costs and fees and, if the court finds that the petitioner filed the petition in bad faith, for any damages proximately caused by the filing or punitive damages. Since the Court has concluded that the Petitioning Creditors did not file this petition in bad faith, damages under section 303(i)(2) would not be available, but "[b]ad faith is not a prerequisite to an award of costs and attorney's fees under section 303(i)(1)." While GAC does not appear to have engaged in improper conduct, the Court has already concluded that the petition is meritorious and the Petitioning Creditors' motivations in filing the petition were proper. And because the Court has concluded that this dispute could proceed in bankruptcy court, the Petitioning Creditors' actions in filing and pursuing this petition have been reasonable. The Court declines to require the Petitioning Creditors to pay for GAC's fees and costs under these circumstances, so a bond is not necessary. The Court denies GAC's motion under section 303(e). The Petitioning Creditors have satisfied the statutory requirements of section 303, and the petition was not filed in bad faith. But because of the circumstances of this case, the Court declines to enter an order for relief at this time. After the 60-day suspension, the Court will examine GAC's progress and reevaluate what course of action is in GAC's and its creditors' best interests. A copy of the Court's Memorandum Decision dated Dec. 4, 2018 is available at: http://bankrupt.com/misc/utb17-28510-174.pdf About General Aeronautics Corp. General Aeronautics Corp., now known as Skyworks Global Inc. -- http://skyworks-global.com-- has been developing manned and unmanned vertical lift gyroplane technologies for more than two decades. It has more than 40 patents with several more underway, all obtained in an effort to radically change not only the way gyroplanes are perceived but also the way they are utilized. Gyroplanes are commonly used in mass personnel transportation, agriculture and border protection. Jason Chen and five other alleged creditors of GAC filed an involuntary Chapter 11 petition (Bankr. D. Utah Case No. 17-28510) against the company on September 28, 2017. Judge Kimball R. Mosier presides over the case GREENTECH AUTOMOTIVE: Dec. 21 Plan Confirmation Hearing ------------------------------------------------------- The Bankruptcy Court has approved the Disclosure Statement explaining GreenTech Automotive, Inc.'s proposed amended joint chapter 11 plan of liquidation The hearing on the confirmation of the Plan shall be held on December 21, 2018 at 11:00 a.m. before the Honorable Brian F. Kenney, Courtroom I, United States Bankruptcy Court for the Eastern District of Virginia, 200 S. Washington Street, Alexandria, Virginia 22314-5405. The objections to the Plan must be filed with the Court and served upon counsel to Debtors, the United States Trustee and all parties requesting service of papers no later than 12:00 p.m. Eastern Standard Time on December 20, 2018. The objections to the Plan Supplement must be filed with the Court and served upon counsel to the Debtors, the United States Trustee and all parties requesting service of papers no later than 12:00 p.m. Eastern Standard Time on December 19, 2018. About GreenTech Automotive GreenTech Automotive, Inc. -- http://www.wmgta.com/us-- an electric car company, and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Lead Case No. 18-10651) on Feb. 26, 2018. GreenTech Automotive, headquartered in Sterling, Virginia, was organized in Mississippi in 2009 for the purpose of developing, producing, marketing and financing energy efficient automobiles, including electric cars. WMIC, a Virginia corporation, is a holding company that holds a majority of the outstanding shares of common stock of GreenTech. In the petition signed by Norman Chirite, authorized representative, GreenTech estimated $100 million to $500 million in assets and liabilities. The Hon. Brian F. Kenney presides over the cases. Kristen E. Burgers, Esq., at Hirschler Fleischer PC, and Mark S. Lichtenstein, Esq., at Crowell & Moring LLP, serve as legal counsel to the Debtors. GROVE AVE: Secured Claims To Be Paid Upon Sale of Property ---------------------------------------------------------- Grove Avenue Apartments filed with the U.S. Bankruptcy Court for the Northern District of California a Chapter 11 plan and disclosure statement. The Debtor expects that the properties at 551-555 Grove Avenue, Richmond, CA and at 328-332 N. California Street, Stockton, CA will be sold prior to the confirmation of the plan. Under the Plan, the Debtor will make monthly mortgage interest only payments pending the sale of the remaining two properties and will adjust the monthly interest payments accordingly. The liens of the secured claimants will be reduced accordingly. Upon such sale of any one property, the sales proceeds will be applied first to unpaid property taxes, unpaid administrative claims, brokerage fees, escrow fees and closing costs and thereafter to secured liens against that particular property in the order of their priority. Should the sales proceeds from that property be insufficient to satisfy all claims against said property, the payment to the secured claims will be paid only to the extent the sales proceeds are available from that property. Thereafter, the secured claims will be satisfied from the sale of the remaining properties until such secured claims are paid in full. If the sales proceeds are insufficient to satisfy all secured claims, the balance of the secured claims will become unsecured claims against the bankruptcy estate and will be treated accordingly. Moreover, general unsecured creditors will receive 1% of their allowed claim in 10 equal monthly installments, due on the first day of the month. The Debtor is represented by: Lewis Phon, Esq. LAW OFFICES OF LEWIS PHON 4040 Heaton Court Antioch, CA 94509 Tel.: (415) 574-5029 Fax: (925) 706-7600 A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/canb18-40241-102.pdf About Grove Ave Apartments Grove Ave Apartments, LLC, is a privately-owned company engaged in the apartment business. It is the fee simple owner of multiple residential apartment units in Stockton, West Sacramento, and Richmond California, valued by the company at $3 million. Grove Ave Apartments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-40241) on Jan. 30, 2018. In the petition signed by Waqar Khan, manager, the Debtor disclosed $3 million in assets and $2.20 million in liabilities. Judge Roger L. Efremsky presides over the case. Lewis Phon, Esq., at the Law Offices of Lewis Phon, is the Debtor's as counsel. GUILBEAU MARINE: Hires Lee Felterman as Marine Broker ----------------------------------------------------- Guilbeau Marine, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Lee Felterman & Associates, as a marine broker to the Debtor. Guilbeau Marine requires Lee Felterman to market and sell the following vessels: Name of Vessel Listing Price -------------- ------------- Lorraine G $650,000 Lori G $650,000 Rosite G $1,500,000 Ms. Caroline $2,500,000 Chad G $2,500,000 Lee Felterman will be paid a commission of 5% of the gross selling price. D. Lee Felterman, partner of Lee Felterman & Associates, 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. Lee Felterman can be reached at: D. Lee Felterman LEE FELTERMAN & ASSOCIATES P.O Box 1186 Patterson, LA 70392 Tel: (985) 399-7222 About Guilbeau Marine 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. HKD TREATMENT: PCO Files Report for Period Ended Nov. 27 -------------------------------------------------------- Arthur E. Peabody, Jr., the appointed Patient Care Ombudsman for HKD Treatment Options, P.C., filed a report covering the period from September 28, 2018 to November 27, 2018 The Debtor currently serves approximately 350 patients with a diagnosis of alcohol or opioid addiction each week -- a level reduced from the number of patients served at the time of past reviews. The reduction in patient load may be attributable to a number of factors, including the departure of two physicians, closer monitoring of mandatory urine screenings, and the implementation of the group therapy sessions in which some patients have declined to participate. Following visit, the PCO recommends the Debtor to: 1. Prioritize the hiring of physicians and qualified counselors and therapists; 2. Expand group therapy sessions; 3. Fully implement the electronic medical records systems data collection programs, including sales and data reports; 4. Review state, SAMHSA, and CARF standards; conduct a self-assessment to fully identify needed enhancements to the Debtor's program necessary to achieve state licensure and subsequent accreditation, and begin to develop a "draft" and subsequent finalized written plan with specific steps to achieve licensing of the Debtor by the Commonwealth of Massachusetts, Bureau of Substance Abuse Services, with specific deadlines for finalization, implementation, periodic review and submission of an application for a license with the goal of filing an application for accreditation/certification in March, 2019; 5. Develop a policy that will ensure that patients with critical medical and mental health needs are referred for necessary medical services; and 6. Continue to implement recommendations outlined in the report. A full-text copy of the Report is available at: http://bankrupt.com/misc/mab17-41895-180.pdf About HKD Treatment Options Based in Lowell, Massachusetts, HKD Treatment Options, P.C. -- http://www.hkdtreatmentoptions.com/-- provides behavioral health counseling and treatment plans to help patients recover from alcohol and drug addiction. HKD Treatment Options filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-41895) on Oct. 20, 2017. In the petition signed by Hung K. Do, president and director, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Judge Elizabeth D. Katz presides over the case. The Debtor hired Richard A. Mestone, Esq., at Mestone & Associates LLC as its bankruptcy counsel; Good Schneider & Fried as its special counsel; and Dennis and Associates as its accountant. HOUTEX BUILDERS: Court Denies Application to Hire Accountant ------------------------------------------------------------ Judge Jeffrey P. Norman of U.S. Bankruptcy Court for the Southern District of Texas denied without prejudice HouTex Builders, LLC's application to employ Schmuck, Smith, Tees & Company, P.C. as its accountant, after the Debtor failed to self-calendar the application for hearing as required by the Court's procedures. The Debtor sought to hire the firm to provide services including forensic accounting and analysis; the preparation of monthly operating reports and budgets; tax-related advice; and bookkeeping services. The firm's hourly rates range from $200 to $250 for partners, $125 to $175 for certified public accountants, and $75 to $100 for administrative staff and bookkeepers. 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. HOVNANIAN ENTERPRISES: Reports Q4 Net Income of $46.2 Million ------------------------------------------------------------- Hovnanian Enterprises, Inc., reported results for its fiscal fourth quarter and year ended Oct. 31, 2018. "We are pleased to report solid performance in our fourth quarter. We exceeded or met our guidance for total revenues, gross margin, SG&A expense ratio and adjusted pretax profits," stated Ara K. Hovnanian, chairman of the Board, president and chief executive officer. "Given the recent consumer hesitation in purchasing homes, we remain cautious and are carefully evaluating current market conditions when underwriting new land acquisitions. Nonetheless, we continue to move forward with our goal of increasing our community count. Our total consolidated lots controlled at the end of the fourth quarter expanded 20% year over year." "We recognize that there has been an overall industry cooling in home sales during the quarter; a time when mortgage rates rose and stock market volatility caused hesitation among potential home buyers. However, given the overall demographic trends and the strong U.S. economy, as home buyers become adjusted to the higher mortgage rate environment, expectations will likely adjust and the housing market should resume its path of recovery," concluded Mr. Hovnanian. Results for the Three-Month Period and Year Ended October 31, 2018: * Total revenues decreased to $614.8 million in the fourth quarter of fiscal 2018, compared with $721.7 million in the fourth quarter of fiscal 2017. For the year ended Oct. 31, 2018, total revenues decreased to $1.99 billion compared with $2.45 billion in the prior fiscal year. * While total revenues decreased $106.9 million, homebuilding revenues for unconsolidated joint ventures increased $154.5 million to $252.6 million for the fourth quarter ended Oct. 31, 2018, compared with $98.1 million in last year's fourth quarter. During all of fiscal 2018, homebuilding revenues for unconsolidated joint ventures increased to $602.7 million compared with $312.2 million in the previous year. * Homebuilding gross margin percentage, after cost of sales interest expense and land charges, was 16.5% for the fourth quarter of fiscal 2018 compared with 13.7% in the prior year's fourth quarter. For the year ended Oct. 31, 2018, homebuilding gross margin percentage, after cost of sales interest expense and land charges, improved to 15.2% compared with 13.2% last year. * Homebuilding gross margin percentage, before cost of sales interest expense and land charges, improved 100 basis points to 19.2% for the fourth quarter of fiscal 2018 compared with 18.2% in the same quarter one year ago. During fiscal 2018, homebuilding gross margin percentage, before cost of sales interest expense and land charges, improved 120 basis points to 18.4% compared with 17.2% in the previous fiscal year. * For the fourth quarter of 2018, total SG&A decreased by $22.0 million, or 30.2%, year over year. Total SG&A was $50.8 million, or 8.3% of total revenues, in the fourth quarter of fiscal 2018 compared with $72.9 million, or 10.1% of total revenues, in the fourth quarter of fiscal 2017. For the year ended Oct. 31, 2018, total SG&A decreased by $26.9 million, or 10.5%, year over year. For all of fiscal 2018, total SG&A was $228.8 million, or 11.5% of total revenues, compared with $255.7 million, or 10.4% of total revenues, in the prior fiscal year. * Total interest expense was $38.8 million in the fourth quarter of fiscal 2018 compared with $59.3 million in the fourth quarter of fiscal 2017. Total interest expense was $164.0 million for all of fiscal 2018 compared with $185.8 million for all of fiscal 2017. * Interest incurred (some of which was expensed and some of which was capitalized) was $39.4 million for the fourth quarter of fiscal 2018 compared with $43.3 million in the same quarter one year ago. For the year ended Oct. 31, 2018, interest incurred (some of which was expensed and some of which was capitalized) was $161.0 million compared with $160.2 million last year. * Income before income taxes for the quarter ended Oct. 31, 2018 was $48.1 million compared with $12.3 million during the fourth quarter of fiscal 2017. For all of fiscal 2018, income before income taxes was $8.1 million compared with loss of $45.2 million during all of fiscal 2017. * Income before income taxes excluding land-related charges, joint venture write-downs and loss on extinguishment of debt, was $50.9 million during the fourth quarter of fiscal 2018 compared with income before these items of $20.8 million in the fourth quarter of fiscal 2017. For all of fiscal 2018, income before income taxes, excluding land-related charges, joint venture write-downs and loss on extinguishment of debt, was $20.4 million compared with income before these items of $10.2 million during all of fiscal 2017. * Net income was $46.2 million, or $0.30 per common share, in the fourth quarter of fiscal 2018 compared with net income of $11.8 million, or $0.08 per common share, during the same quarter a year ago. For the year ended Oct. 31, 2018, net income was $4.5 million, or $0.03 per common share, compared with a net loss of $332.2 million, or $2.25 per common share, including a $294.0 million non-cash increase in the valuation allowance for its deferred tax assets, in fiscal 2017. * Contracts per community, including unconsolidated joint ventures, decreased 3.5% to 8.3 contracts per community for the quarter ended October 31, 2018 compared with 8.6 contracts per community, including unconsolidated joint ventures, in last year's fourth quarter. Consolidated contracts per community decreased 4.7% to 8.2 contracts per community for the fourth quarter of fiscal 2018 compared with 8.6 contracts per community in the fourth quarter of fiscal 2017. * Although contracts per community, including unconsolidated joint ventures, were down slightly for the quarter, contracts per community, including unconsolidated joint ventures, increased in September 2018 to 2.7 compared with 2.5 in September 2017 and increased in October 2018 to 2.9 compared with 2.8 in October 2017. * Contracts per community, including unconsolidated joint ventures, increased 6.4% to 36.8 contracts per community for the year ended Oct. 31, 2018 compared with 34.6 contracts per community, including unconsolidated joint ventures, in all of fiscal 2017. Consolidated contracts per community increased 2.6% to 36.0 contracts per community for all of fiscal 2018 compared with 35.1 contracts per community in the year ended Oct. 31, 2017. * As of the end of the fourth quarter of fiscal 2018, community count, including unconsolidated joint ventures, was 142 communities, a 9.6% year-over-year decrease from 157 communities at Oct. 31, 2017. Consolidated community count decreased 5.4% to 123 communities as of Oct. 31, 2018 from 130 communities at the end of the prior year's fourth quarter. * The number of contracts, including unconsolidated joint ventures, for the fourth quarter ended Oct. 31, 2018, decreased 12.3% to 1,179 homes from 1,344 homes for the same quarter last year. The number of consolidated contracts decreased 9.7% to 1,004 homes, during the fourth quarter of fiscal 2018, compared with 1,112 homes during the fourth quarter of 2017. * During all of fiscal 2018, the number of contracts, including unconsolidated joint ventures, was 5,586 homes, a decrease of 5.9% from 5,937 homes during fiscal 2017. The number of consolidated contracts decreased 10.1% to 4,671 homes, during the twelve month period ended Oct. 31, 2018, compared with 5,196 homes in the same period of the previous fiscal year. * The dollar value of contract backlog, including unconsolidated joint ventures, as of Oct. 31, 2018, was $977.3 million, a decrease of 10.5% compared with $1.09 billion as of Oct. 31, 2017. The dollar value of consolidated contract backlog, as of Oct. 31, 2018, decreased 7.7% to $745.6 million compared with $808.0 million as of Oct. 31, 2017. * For the quarter ended Oct. 31, 2018, deliveries, including unconsolidated joint ventures, increased 2.4% to 1,829 homes compared with 1,787 homes during the fourth quarter of fiscal 2017. Consolidated deliveries were 1,465 homes for the fourth quarter of fiscal 2018, an 8.7% decrease compared with 1,604 homes during the same quarter a year ago. * For the year ended Oct. 31, 2018, deliveries, including unconsolidated joint ventures, decreased 5.2% to 5,831 homes compared with 6,149 homes in the prior fiscal year. Consolidated deliveries were 4,847 homes in fiscal 2018, a 13.5% decrease compared with 5,602 homes in the same period in fiscal 2017. * The contract cancellation rate, including unconsolidated joint ventures, was 22% in both the fourth quarter of fiscal 2018 and fiscal 2017. The consolidated contract cancellation rate was 23% for the three months ended Oct. 31, 2018 compared with 22% for the three months ended Oct. 31, 2017. * The valuation allowance was $638.2 million as of Oct. 31, 2018. The valuation allowance is a non-cash reserve against the Company's tax assets for GAAP purposes. For tax purposes, the tax deductions associated with the tax assets may be carried forward for 20 years from the date the deductions were incurred. Liquidity AND Inventory as of October 31, 2018 * Total liquidity at the end of the of fiscal 2018 was $325.6 million. * In the fourth quarter of fiscal 2018, approximately 2,500 lots were put under option or acquired in 34 communities, including unconsolidated joint ventures. * As of Oct. 31, 2018, consolidated lots controlled increased by 19.8% to 30,339 year over year from 25,329 lots at Oct. 31, 2017. The consolidated land position, as of Oct. 31, 2018, was 30,339 lots, consisting of 17,610 lots under option and 12,729 owned lots. A full-text copy of the press release is available at no charge at: https://is.gd/CaHY8m About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian and headquartered in Matawan, New Jersey, designs, constructs, markets, and sells single-family detached homes, attached townhomes and condominiums, urban infill, and active lifestyle homes in planned residential developments. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, a net loss of $2.81 million for the year ended Oct. 31, 2016, and a net loss of $16.10 million for the year ended Oct. 31, 2015. As of Oct. 31, 2018, Hovnanian had $1.66 billion in total assets, $2.11 billion in total liabilities, and a total stockholders' deficit of $453.50 million. * * * In August 2018, Moody's Investors Service affirmed Hovnanian Enterprises, Inc.'s ratings, including its Caa1 Corporate Family Rating. Moody's said the rating action reflects Moody's view that the controversy surrounding the company's financing with interest payment restrictions and related derivatives market considerations appears to have been resolved and risks of potential near-term default events have somewhat subsided. As reported by the TCR on July 11, 2018, S&P Global Ratings raised its corporate credit rating on Red Bank, N.J.-based Hovnanian Enterprises to 'CCC+' from 'CC'. The rating outlook is negative. S&P said "The upgrade of Hovnanian reflects the conclusion of the proposed exchange offering for any and all of its $440 million 10% senior secured notes and $400 million 10.5% senior secured notes." In June 2018, Fitch Ratings upgraded Hovnanian Enterprises' Issuer Default Rating (IDR) to 'CCC' from 'C'. The rating action follows the company's announcement that it has cured the default associated with the non-payment of interest that was due on May 1, 2018 on $26 million of 8% notes due 2019 held by K. Hovnanian at Sunrise Trail III, LLC and the withdrawal of the exchange offer of the 10% and 10.5% notes for new 3% unsecured notes. HUT AIRPORT: Case Summary & 17 Unsecured Creditors -------------------------------------------------- Debtor: HUT Airport Limousine, Inc. dba HUT Airport Shuttle 34030 Excor Rd SW Albany, OR 97321 Business Description: HUT Airport Limousine, Inc., is an airport shuttle services company based in Albany, Oregon. Hut Shuttle has pick-up and drop-off service at the following locations: Albany (HUT Office), Albany Comfort Suites, Corvallis (Hilton Garden), Eugene (UO Student Rec Center), OSU McNary Hall (West stairwell), Portland Airport (PDX), Salem Airport (SLE), and Woodburn (Best Western). Visit http://www.hutshuttle.comfor more information. Chapter 11 Petition Date: December 6, 2018 Court: United States Bankruptcy Court District of Oregon (Eugene) Case No.: 18-63699 Judge: Hon. Thomas M. Renn Debtor's Counsel: Keith D. Karnes, Esq. KARNES LAW OFFICES, PC PO Box 12604 3875 Wolverine St. NE, Ste C-20 Salem, OR 97309 Tel: (503) 385-8888 E-mail: kkarnes@keithkarnes.com keith@keithkarnes.com Total Assets: $185,837 Total Liabilities: $2,253,913 The petition was signed by Doris Hutmacher, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at: http://bankrupt.com/misc/orb18-63699.pdf IDEAL DEVELOPMENT: $375K Sale of Atlanta Property to Clinica Okayed ------------------------------------------------------------------- Judge Paul Baisier of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Ideal Development Corp.'s sale of the real property located at 550 Fairburn Road Suites B2, B3, and B4, Atlanta, Georgia to Clinica Alianza Latina, Inc., for $375,000. A hearing on the Motion was held on Nov. 5, 2018 at 2:00 p.m. The sale is free and clear of all liens, claims, encumbrances, claims of creditors, or interests of any kind or nature whatsoever. Notwithstanding Bankruptcy Rules 6004(g), 6006(d) and 7062, the Sale Order will be effective and enforceable immediately upon entry. About Ideal Development Corporation Ideal Development Corporation, a Georgia-based corporation that operates as a real estate holding company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-63172) on Aug. 6, 2018. In the petition signed by its president, James T. Walker, the Debtor estimated assets and liabilities of less than $1 million. The Debtor tapped Wiggam & Geer, LLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. INPIXON: Rights Offering Subscription Period Starts --------------------------------------------------- Inpixon announced that the subscription period for its previously announced rights offering has commenced. If exercising subscription rights through a broker, dealer, bank or other nominee, rights holders should promptly contact their nominee and submit subscription documents and payment for the units subscribed for in accordance with the instructions and within the time period provided by such nominee. The broker, dealer, bank or other nominee may establish a deadline before Dec. 21, 2018, by which instructions to exercise subscription rights, along with the required subscription payment, must be received. All record holders of rights that wish to participate in the rights offering must deliver a properly completed and signed subscription rights statement, together with payment of the subscription price for both basic subscription rights and any over subscription privilege election for delivery no later than 5:00 p.m. Eastern Time on Dec. 21, 2018 to the Subscription Agent: By mail: Broadridge Corporate Issuer Solutions, Inc. Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, New York 11717-0693 Tel: (888) 789-8409 (toll free) By hand or overnight courier: Broadridge Corporate Issuer Solutions, Inc. Attn: BCIS IWS 51 Mercedes Way Edgewood, New York 11717 Tel: (888) 789-8409 (toll free) Under the rights offering, Inpixon will distribute one non-transferable subscription right for each share of common stock, preferred stock and each participating warrant (on an as-if-converted-to-common-stock basis) held on the record date, Dec. 6, 2018. The subscription rights will be exercisable for up to an aggregate of $10.0 million of units, subject to increase at the discretion of the Company, with aggregate participation to be allocated among holders, subject to certain participation rights, on a pro rata basis if in excess of that threshold. Each right will entitle the holder to purchase one unit, at a subscription price of $1,000 per unit, consisting of one share of Series 5 Convertible Preferred Stock with a stated value of $1,000 (and immediately convertible into shares of Inpixon's common stock at a conversion price of $5.00 per share) and 200 warrants to purchase Inpixon's common stock with an exercise price of $5.00 per share. The warrants will be exercisable for 5 years after the date of issuance. Inpixon has applied to list the warrants on the Nasdaq Capital Market, although there is no assurance that a sufficient number of subscription rights will be exercised so that the warrants will meet the minimum listing criteria to be accepted for listing on the Nasdaq Capital Market under the symbol "INPXW." Holders who fully exercise their basic subscription rights will be entitled, if available, to subscribe for an additional amount of units that are not purchased by other holders, on a pro rata basis and subject to the $10.0 million aggregate offering threshold and other ownership limitations. The subscription rights are non-transferrable and may only be exercised during the subscription period of Friday, Dec. 7, 2018 through 5:00 p.m. ET on Friday, Dec. 21, 2018, unless extended. Inpixon has engaged Maxim Group LLC as dealer-manager for the rights offering. Questions about the rights offering or requests for the prospectus supplement and accompanying prospectus may be directed to Broadridge Corporate Issuer Solutions, Inc., Inpixon's information and subscription agent for the rights offering, by calling (888) 789-8409 (toll-free); or to Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attention: Syndicate Department, email: syndicate@maximgrp.com or telephone: (212) 895-3745. A registration statement on Form S-3 relating to these securities has been filed by the Company with the SEC. The rights offering will only be made by means of a prospectus supplement and accompanying prospectus. A prospectus supplement relating to and describing the terms of the rights offering has been filed with the SEC as a part of the registration statement and is available on the SEC's web site. 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). INTERIOR COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Interior Commercial Installation, Inc. 3670 Concord Avenue Brentwood, CA 94513 Business Description: Interior Commercial Installation, Inc. offers commercial clients a wide variety of countertop surfaces, all the latest trends and traditional materials, colors, patterns, and finishes that meet their business needs. Among the materials available are Natural Stone, Caesarstone, Silestone, LG Hi-Macs, Icestone, Vetrazzo, LG Viaterra, Cambria, Dekton, Lapitec, Zodiaq by Dupont, and Corian by Dupont. The Company previously sought bankruptcy protection on Nov. 16, 2018 (Bankr. N.D. Calif. Case No. 18-42689). Chapter 11 Petition Date: December 7, 2018 Court: United States Bankruptcy Court Northern District of California (Oakland) Case No.: 18-42874 Judge: Hon. Charles Novack Debtor's Counsel: David C. Johnston, Esq. LAW OFFICES OF DAVID C. JOHNSTON 1600 G St. #102 Modesto, CA 95354 Tel: (209) 579-1150 E-mail: david@johnstonbusinesslaw.com Total Assets: $1,944,548 Total Liabilities: $1,408,103 The petition was signed by Jens C. Jensen, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/canb18-42874.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb18-42874_creditors.pdf INTL FCSTONE: S&P Affirms BB- Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ INTL FCStone Inc. has announced a $35.3 million unsecured receivable related to liquidation of clearing accounts caused largely by a sharp movement in the price of natural gas derivatives in November. The company had earlier withdrawn its planned issuance of senior secured notes. S&P Global Ratings said it affirmed its 'BB-' issuer credit rating on INTL FCStone Inc. (INTL). The outlook remains stable. S&P also discontinued its 'BB-' rating on the company's canceled senior secured notes. S&P said, "The stable outlook reflects our expectation that the company will increase sources of stable funding in the near term (either through the renewal and upsize of revolving facilities or the issuance of other term debt), continue to seek growth, and maintain adequate capitalization and liquidity, and performance in line with the rating. We expect the firm to maintain a RAC ratio above 8% and a gross stable funding ratio and liquidity coverage metric above 100%." Over the next 12 months S&P's could lower the ratings if: -- The company's performance deteriorated, -- S&P expects the RAC ratio to fall below 8%, or -- Liquidity deteriorates. Over the same time horizon S&P could raise the ratings if the firm: -- Demonstrates good internal controls and establishes a solid operational performance track record, -- Avoids material losses, and -- Improves liquidity and builds capital to support a RAC ratio sustainably above 10%. JBECKS PROPERTIES: Seeks Authority on Continued Cash Collateral Use ------------------------------------------------------------------- JBecks Properties, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of New York for the continued use of cash collateral in which New York Business Development Corporation ("NYBDC"), Colonial Funding Group, LLC, and CIT Bank, N.A. d/b/a Direct Capital have or allege to have a lien or security interest. The Debtor requires ongoing use of cash collateral for those expenses similar to those projected in the budget, to permit it to meet the costs of overhead, operations and preservation of its Secured Creditors' collateral. The Debtor is a Sub-chapter C corporation that owns and operates Mr. Bills Restaurant & Bar, located at 1500 Cleveland Drive, Cheektowaga, New York ("Mr. Bills"). Pursuant to the schedules Mr. Bills assets are valued at $61,564 and is subject to a first priority blanket security interest in favor of NYBDC, in the approximate amount of $569,797 and subordinate liens in the approximate amount of $100,000. Prior to the filing, NYBDC commenced litigation, NYBDC v. JBecks Properties, Inc. Index No.: 803368/2018 (which was settled by a prepetition forbearance agreement, terms of which proposed to be incorporated herewith). On Sept. 17, 2018, the Court authorized the Debtor to use its cash collateral through Nov. 15, 2018. The Debtor has an ongoing need to utilize cash and receipts to pay necessary expenses relating to the Mr. Bills business operations in order to prevent the occurrence of immediate and irreparable harm to those operations. The following creditors assert a perfected security interest in cash collateral: (a) New York Business Development Corporation with an outstanding indebtedness of approximately $569,750; (b) CIT d/b/a DirectCapital with an outstanding indebtedness of approximately $26,000 pursuant to that certain Operating Loan; (c) Colonial Funding Group, LLC with an outstanding indebtedness of approximately $68,486; and (d) CIT d/b/a DirectCapital with an outstanding indebtedness of approximately $18,000 pursuant to that certain Equipment Loan. As adequate protection to the Secured Creditors the Debtor proposes to give "rollover" replacement liens on the same types and kinds of property on which the creditors assert liens prepetition, to the extent of cash collateral actually used. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nywb18-11425-63.pdf About JBecks Properties JBecks Properties, Inc., is a Sub-chapter "C" corporation that owns and operates Mr. Bills Restaurant & Bar located at 1500 Cleveland Drive, Cheektowaga, New York. It is in the business of operating a bar/restaurant and activities incidental thereto. JBecks Properties filed its voluntary petition for relief under Chapter 11 (Bankr. W.D.N.Y. Case No. 18-11425) on July 24, 2018. In the petition signed by John A. Beck, president, the Debtor estimated under $100,000 in assets and under $1 million in debt. The Debtor is represented by Robert B. Gleichenhaus at Gleichenhaus, Marchese & Weishaar, P.C. JORGE A. ALVAREZ: Seeks Authorization on Cash Collateral Use ------------------------------------------------------------ Jorge A. Alvarez DDS, P.A., asks the U.S. Bankruptcy Court for the Southern District of Florida to allow the use of the cash collateral of Stearns Bank, N.A. and SMS Financial XXVII, LLC. The Debtor estimates that the assets of the business on the date of filing total $76,606 (DOF Assets). Of the DOF Assets, $40,000 is attributable to the Vatec I3D Smart Software, which Stearns Bank has a secured interest. The amount of the DOF Assets, after Stearns Bank's interest, is $36,606, which SMS has an interest. The Debtor believes Stearns Bank is under-secured as the value of the Software is $40,000 and Stearns Bank has a claim of $69,673. Accordingly, the Debtor proposes to pay $1,560.16 per month as adequate protection to Stearns Bank, which is the full payment due under the contract with Stearns Bank in addition to a $60.29 protection insurance charge. SMS has an interest in all inventory, equipment, accounts, contract rights, and all other rights to payment of Debtor, of every type and description, whether now existing or here after arising and all proceeds thereof. SMS is also under-secured as the value of the collateral is $36,606 and SMS has a scheduled claim of approximately $174,929. The Debtor estimates that SMS has a secured claim of $36,606. The Debtor proposes to pay $229 per month ($36,605.93 x 7.50% annual interest) as adequate protection to SMS. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flsb18-23777-20.pdf About Jorge A. Alvarez DDS Jorge A. Alvarez DDS, P.A., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23777) on Nov. 5, 2018. in the petition signed by its president/owner, Dr. Jorge A. Alvarez, AD D.S., the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. Judge Erik P. Kimball presides over the case. The Debtor tapped Van Horn Law Group, Inc., as its legal counsel. JOSEPH G. FOUST: Liquidator's Sale of Personal Property Approved ---------------------------------------------------------------- Judge Edward G. Coleman, III of the U.S. Bankruptcy Court for the Southern District of Georgia authorized the sale of Joseph G. Foust's personal property through an estate sale. The sale was to be conducted and be open to the general public on Nov. 29, 30, and Dec. 1, 2018. The sale is free and clear of liens, claims and interests in accordance with a so-called Country Traditions Sales Contract. The sale is subject to the oversight and control of the Liquidator, Dara Bell of Country Traditions, who will have final determination of any sales price. The Liquidator is directed to (i) provide an itemization of the sale including the price each item sold for within seven days of completion of the sale; and (ii) remit certified funds of the sales proceeds minus the approved compensation of the Broker (specifically 40% of the sale proceeds) to Merrill & Stone, LLC to be held in trust until further order of the Court. The case is, In re: Joseph G. Foust, Case No. 18-60161-EJC (Bankr. S.D. Ga.). Counsel for Debtor: Jon A. Levis, Esq. MERRILL & STONE, LLC P.O. Box 129 Swainsboro, GA 30401 Telephone: (478) 237-7029 Facsimile: (478) 237-9211 E-mail: levis@merrillstone.com JOSEPH MUSUMECI: $615,000 Sale of Brigantine Property Approved -------------------------------------------------------------- Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the District of New Jersey authorized Joseph A. Musumeci's sale of the real property at 20 Atlantis Cove, Brigantine, New Jersey, to Frank Dagostino and Jenine Dagostino for $615,000. The sale is free and clear of liens, claims, encumbrances and interests, with such liens, claims, encumbrances and interests to attach to the proceeds of sale. The closing will take place within 30 days of entry of the Order. The 14-day stay of the Order is waived. The Debtor is excused from paying the realty transfer fees as set forth in the statutes at N.J.S.A. 46:15-5 and under, specifically, N.J.S.A. 46: 15-l0(g). Joseph A. Musumeci sought Chapter 11 (Bankr. D.N.J. Case No. 16-34103) on Nov. 30, 2017. The Debtor tapped David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al. as counsel. JXB 84: To Sell Property to Pay Deutsche Bank's $1.1MM Claim ------------------------------------------------------------ JXB 84 LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, a disclosure statement explaining its Chapter 11 plan. The Disclosure Statement provides that the Debtor owns a duplex property at 228 Senator St., Brooklyn NY 11220. Its income is derived mainly from the rents received from the said property. The Plan proposes that Class 2 or the secured claim of Deutsche Bank, Trustee Claim 1-2 is an impaired claim. Deutsche Bank shall keep lien for $1,155,158.88 for allowed claim and is paid from the sale of Debtor's property. Class 6 consists of equity security holders of the Debtor, which is an impaired class. Equity Holders will receive net proceeds from the sale of Debtor’s property. There is no class for general unsecured claims under the Plan. The Plan will be implemented by a sale of the subject property free and clear of liens, liens to attach to proceeds, in an amount to satisfy Deutsche Bank who will be paid at closing and the remainder will be paid to the Debtor. Pursuant to Sections 105 and 506(c) of the Bankruptcy Code, the Debtor seeks authorization to surcharge the collateral of the Lender amounts expended by the Debtor's counsel and in connection with the sale of the Property and prosecution of this Chapter 11 case. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/flsbke17-21785-0144.pdf About JXB 84 LLC JXB 84 LLC is in the real estate business. JXB 84 LLC's principal assets are located at 228 Senator St. Brooklyn, NY 11220. JXB 84 LLC (DE) filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-21785) on Sept. 27, 2017. The petition was signed by Jared Dotoli, its manager. The case is assigned to Judge Jay A. Cristol. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty P.A. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. KITTERY POINT: Court Awards Marcus Clegg $37K as Compensation ------------------------------------------------------------- Bankruptcy Judge Michael A. Fagone entered an order granting in part Kittery Point Partners, LLC’s application for a fourth interim award of professional fees to Marcus Clegg and reimbursement of expenses. The Court has evaluated the applicant's statements in support of the Fee Application and reviewed the docket in this case. Based on that, and under the factors set forth in 11 U.S.C. section 330(a)(3), the Court grants the Fee Application in part, but awards compensation less than the amount of compensation requested. First, the Court disallows compensation for counsel's work on the debtor's reply to Bayview's response to the debtor’s objection to Bayview's proof of claim. The sum of the fees disallowed in this category is $1,128. These fees are disallowed because the reply was neither necessary under the Local Rules nor beneficial toward resolution of the debtor’s objection to Bayview’s proof of claim. Zealous advocacy should not be used as a cloak to transform an unnecessary task into a compensable billing opportunity. Second, the Court disallows compensation for the professional and paraprofessional time that Marcus Clegg billed for filing documents on the Court's CM/ECF system. The sum of the fees disallowed in this category is $90. Although the filing of documents on the Court's CM/ECF system was necessary to the administration of the case, the Court has consistently characterized the task as a ministerial task that should not be compensated at professional or paraprofessional rates. Third, the Court disallows compensation for certain services that were unnecessarily duplicative. The sum of the fees disallowed in this category is $442. Although the Court appreciates the benefits that can result from pooling legal expertise, the inter-office collaboration in these particular circumstances yielded an excessive bill for counsel's services. Fourth, the Court disallows compensation for the following services related to a claim that the Austins may have against Bayview. The sum of the fees disallowed in this category is $346. Counsel's services on behalf of the Austins should not be billed to Kittery Point Partners' estate, as those services were neither necessary nor beneficial to Kittery Point Partners’ efforts in this bankruptcy case. Finally, the Court disallows compensation for counsel's efforts to obtain a Rule 2004 Motion as to Mr. Enright. The sum of the fees disallowed in this category is $699. The foregoing disallowances total $2,705. The remainder of the fees requested in the Fee Application are allowed. The Court, therefore, awards Marcus Clegg compensation in the amount of $36,738 for reasonable and necessary professional services rendered to the debtor between June 1, 2018 and Sept. 30, 2018, and reimbursement of necessary expenses during that same period in the amount of $1,209.09, for a total interim award of $37,947.09. The debtor is directed to pay Marcus Clegg any remaining balance owed on this award on or before Dec. 31, 2018. A copy of the Court's Order dated Dec. 5, 2018 is available at: http://bankrupt.com/misc/meb17-20316-199.pdf About Kittery Point Partners Kittery Point Partners, LLC is a Delaware limited liability company with its principal place of business in Maine. It owns real estate on Kittery Point, Maine. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 17-20316) on June 22, 2017. Tudor Austin, manager, signed the petition. At the time of the filing, the Debtor estimated $1 million to $10 million in assets and less than $1 million in liabilities. Judge Michael A. Fagone presides over the case. Marcus Clegg represents the Debtor as bankruptcy counsel. The Debtor hired Martin Associates, P.A. as its financial advisor. KNEL ACQUISITION: S&P Alters Outlook to Negative & Affirms 'B' ICR ------------------------------------------------------------------ KNEL Acquisition LLC has faced significant executional challenges, related to the relocation of its Irwindale, Calif., manufacturing facility to Ontario, Calif., and weakness with top customers through the first nine months of 2018, resulting in material deterioration of profitability. As a result, S&P expects leverage to remain above 8.5x in 2018 and substantial negative free cash flow for the year. S&P Global Ratings is revising its outlook on KNEL to negative from stable, and affirming its 'B' issuer credit rating, 'B' issue-level ratings on the first-lien credit facilities, and 'CCC+' issue-level ratings on the second-lien term loans. S&P said, "The outlook revision to negative reflects our view that leverage will remain elevated over the next several quarters following the company's executional challenges through the first nine months of 2018. S&P Global Ratings-adjusted leverage for the last 12 months ended Sept. 30, 2018, was near 9x. We do not add back restructuring and project costs associated with the company's facility relocation back to our EBITDA calculation. The deterioration in credit metrics was driven by executional challenges and greater than expected expenses related to the relocation of its manufacturing facility. While we expect the project to be completed in the first half of 2019, we remain cautious as the transition is already well over budget and past the original expected time frame. The plant relocation was initially expected to finish in the first quarter of 2018; however, higher startup costs, construction expenses, and slow customer transitions led to cost overruns and delayed completion. While we expect some improvement in the fourth quarter as startup costs become more moderate, we expect profitability to remain challenged over the next several quarters until the company completes its facility transition in the first half of 2019. If the company can complete the transition within the next few quarters, fill unused capacity, and reach expected run-rate cost savings, we believe the company's EBITDA margins could improve by as much as 250 basis points (bps) in 2019. "While we expect KNEL to reduce leverage to below 7.5x over the next 12 months, the negative outlook reflects the higher than expected leverage and operational challenges in 2018 that significantly reduced profitability and led to substantial negative free cash flow generation. Additionally, the outlook captures the uncertainty surrounding the company's ability to improve operating execution and return to positive free cash flow generation in 2019. We expect the company to maintain adequate liquidity. But that expectation is predicated on the company extending its revolver maturing in December 2019 in the first quarter of next year. "We could lower the rating if profitability does not improve and we no longer see a clear path for the company reducing leverage below 7.5x on a sustained basis or free cash flow remaining negative through 2019. Factors include the company facing additional challenges transitioning to its new facility, top customers continuing to experience weakness, an inability to realize remaining Genysis acquisition synergies, or difficulty filling the additional Ontario capacity. An inability to extend its revolver by the first quarter of 2019, leading to potential liquidity concerns, could also contribute to lower ratings. "We could revise the outlook back to stable if the company reduces leverage back toward 7.5x on a sustained basis with a clear path to below 7x, while generating positive free cash flow. This could occur if the company improves profitability and maintains a conservative financial policy that prioritizes deleveraging over debt-financed acquisitions over the next 12 months. A stable outlook would incorporate a successful refinancing or extension of the revolver." LONGHORN MANUFACTURING: Jan. 9 Plan Confirmation Hearing -------------------------------------------------------- Judge Ben Barry of the U.S. Bankruptcy Court for the Western District of Arkansas, Fayetteville Division, conditionally approved the disclosure statement explaining Longhorn Manufacturing and Sales, Inc.'s Chapter 11 plan. The Court conditionally approved the Disclosure Statement provided that should either the U.S. Trustee or a party-in-interest object to the Disclosure Statement, a hearing will be set prior to a hearing on the Debtor’s confirmation to determine the sufficiency of the Disclosure Statement. January 7, 2019, is fixed as the last day for filing written acceptances or rejections of the Plan, as well as the last day to object to the Conditionally Approved Disclosure Statement. January 9, 2019, at 9:00 a.m., is fixed for the hearing on confirmation of the Plan. If there are any objections to the Conditionally Approved Disclosure Statement, the objections to the Conditionally Approved Disclosure Statement will be heard first to determine if the Debtor may proceed to the Confirmation Hearing. The Debtor has unsecured claims totaling approximately $99,559.87. The Debtor lists approximately $1,234,750 in assets with $311,151.82 in secured claims. In a total liquidation, the Debtor would have over $824,000 remaining after paying all debt in full. This class of creditors is impaired because they will be paid at 0% and forced to take their payment after the sale of the property. Interest Holders are the parties who hold ownership interest in the Debtor. The Debtor in this chapter 11 is an Arkansas corporation with one shareholder, Sam Patton. The Debtor's Plan proposes no payment to this individual other than what proceeds would be remaining after all the valid creditors are paid. The Debtor is a manufacturing company which formed in 2015. The original incorporator was Sam Patton who holds a 100% interest in this company. The Debtor's business focused primarily on the manufacturing of tanks and other metal goods. It ceased operations on or around the summer of 2018. The Debtor will receive funding from the sale of the business assets. A full-text copy of the Disclosure Statement dated November 26, 2018, is available at: http://bankrupt.com/misc/areb18-518bk72975-12.pdf Longhorn Manufacturing and Sales, Inc., filed a voluntary Chapter 11 petition (Bankr. W.D. Ark. Case No. 18-72975) on November 2, 2018, and is represented by Donald A. Brady, Esq., at Brady & Conner, PLLC. MACK-CALI REALTY: Moody's Cuts Sr Unsec. Debt Rating to Ba2 ----------------------------------------------------------- Moody's Investors Service has downgraded Mack-Cali Realty, L.P.'s senior unsecured debt rating to Ba2 from Ba1 following a meaningful decline in the REIT's recurring income stream. In the same rating action, Moody's has downgraded Mack-Cali Realty L.P.'s senior unsecured shelf rating to (P)Ba2 from (P)Ba1 and subordinate debt shelf rating to (P)Ba3 from (P)Ba2. Mack-Cali Realty Corporation's preferred stock shelf rating was downgraded to (P)B1 from (P)Ba3. Moody's has assigned a Ba2 corporate family rating to Mack-Cali Realty L.P. and a speculative grade liquidity rating of SGL-3 to the same entity. The following ratings were downgraded Mack-Cali Realty, L.P. Senior Unsecured debt to Ba2 from Ba1 Senior Unsecured debt shelf to (P)Ba2 from (P)Ba1 Subordinate debt shelf to (P)Ba3 from (P)Ba2 Mack-Cali Realty Corporation Preferred Stock shelf to (P)B1 from (P)Ba3 The following ratings were assigned Mack-Cali Realty L.P. Corporate Family Rating of Ba2 Speculative Grade Liquidity Rating of SGL-3 Outlook Actions: Issuer: Mack-Cali Realty Corporation Outlook, Changed To Negative From Rating Under Review Issuer: Mack-Cali Realty, L.P. Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE Mack-Cali's elevated leverage metrics, weak coverage ratio, limited financial flexibility and substantial near term capital needs are key credit considerations. The uncertainty with respect to the REIT's longer-term portfolio mix, continuing to own a dual-asset class platform, and capital strategy are some other significant factors. Successful execution of the flex portfolio sale would modestly bolster Mack-Cali's liquidity position and leverage ratios as the REIT expects to use a portion of the proceeds to pay down debt. Over the last seven quarters, Mack-Cali's office portfolio lease rate declined by almost 7% to 82.7% at the end of Q3 2018 due to large tenant move-outs. Although the REIT leased over 1.0 million square feet of core office space in the first nine months of 2018, the net leasing activity in the same period was a deficit of almost 0.5 million square feet. The impact on income was severe as most of the lease expirations were related to its high value New Jersey waterfront portfolio. Since YE 2016, Mack-Cali's stabilized multifamily portfolio has grown by almost 42% in terms of number of consolidated and joint venture units. Portfolio occupancy, as of September 30, 2018, was solid at 96.4% and the portfolio generated $82 million of net operating income for Mack-Cali in the first nine months of 2018. The REIT owns four lease-up properties, 789 units that were 68.6% leased at the end of Q3 2018 and is pursuing seven development projects with 1,794 units. Aggregate project costs for the new construction is $737 million of which 50% has been funded so far. The REIT's credit agreement was modified in Q2 2018 to incorporate an 'as-is' appraisal valuation for two New Jersey waterfront assets that were 56% leased at the end of Q3 2018. This adjustment provides additional cushion with respect to the unencumbered assets covenant. Mack-Cali has material near-term capital needs, therefore maintaining capital access is critical to its credit profile. The negative rating outlook reflects the potential for further deterioration in operating performance and financial metrics absent strong office leasing volume in the next 3-4 quarters. Upward rating movement is very unlikely and would require adequate and reliable liquidity to manage all its funding needs over the next 18 months. Net debt to EBITDA well below 10.0x, fixed charge above 2.2x and an unencumbered asset ratio above 50%, all on a sustained basis would be other key considerations. The ratings will be downgraded if the REIT continues to report weak operating performance. Furthermore, fixed charge coverage dropping below 1.9x, lack of improvement in net debt to EBITDA in 2019 or any deterioration in the REIT's liquidity position could also result in a downgrade. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2018. Mack-Cali Realty Corporation (NYSE: CLI) is an office REIT that owns 15.2 million square feet of office space, primarily in New Jersey. The REIT also owns and has interests in 15 operating multi-family properties in New Jersey, Massachusetts and Washington DC. MATCH GROUP: S&P Hikes Unsec. Notes Rating to BB & Affirms BB ICR ----------------------------------------------------------------- U.S.-based online dating brands operator Match Group Inc. plans to pay a $560 million dividend, which S&P estimates will increase the company's leverage to 2.2x for the 12 months ended Sept. 30, 2018. S&P said, "Because the company's debt leverage remains within our threshold for the rating, we affirmed our 'BB' issuer credit rating on Match Group and our 'BBB-' issue-level rating with '1' recovery rating. We raised our issue-level ratings on the company's existing senior unsecured notes to 'BB' from 'BB-' and revised our recovery rating to '3' from '5', reflecting our improved recovery valuation for the company in a hypothetical default scenario. The stable rating outlook reflects our expectation that Match will achieve double-digit organic revenue growth rates over the next two years primarily due to strong subscriber growth and increasing monetization. We also expect adjusted debt leverage will remain around 2x over the next 12 months." In S&P Global Ratings' view, Match Group Inc. has a strong competitive position, good recurring subscription revenue, growing user base, and expanding profitability. These factors are partly offset by limited barriers to entry, revenue concentration at Tinder, risks pertaining to rapid innovation of the online space, and continuously emerging new online dating applications and platforms. Match competes with a number of off-line and online players. Facebook recently announced its plan to launch its online dating service, which we believe poses a meaningful threat to the long-term growth of some of Match's matured and challenged brands such as Match.com given Facebook's user demographic base. S&P said, "We believe Facebook's dating services will benefit from the platform's large user base, however we believe consumers typically use multiple dating apps simultaneously and both companies will benefit from ongoing adoption of online dating over the short term. Over the long term, we expect that if Facebook's launch is successful and well received, it could hurt user growth and average revenue spent by each user on some of Match's properties." Match has experienced strong growth as it benefits from the growing consumer demand for online dating services. Most of the recent subscriber growth comes from Tinder, which is the number one global dating brand operating in 196 countries. We believe that a significant portion of Tinder's growth is driven by new feature deployment and the company will continue to invest in product innovation to maintain its growth. S&P said, "We expect that growth will moderate, as we are not forecasting another feature such as Tinder Gold, which helped the company add over 1.5 million subscribers in the past 12 months. Additionally, we believe that both marketing and product investment are vital to Match's longer-term growth and we expect the company will continue to invest in those areas to acquire new subscribers." S&P said, "At the end of 2018, we forecast Match's EBITDA margin at about 41%, up from 36% at the end of 2017 because of a combination of lower marketing costs as a percentage of total revenue and better efficiency. We expect EBITDA margin will remain high in 2019, as the company continues to leverage Tinder and other smaller brands. "The stable rating outlook reflects our expectation that Match will have healthy organic growth rates over the next two years, primarily due to strong subscriber growth and increasing monetization, and that its adjusted debt leverage will remain around 2x area. "We could lower the rating if the company's adjusted debt leverage exceeds and remains above 3x for a prolonged period due to large debt-financed acquisitions or dividend payments, or if it faces significant operational challenges such as subscriber losses and revenue declines likely due to greater competition from emerging players or from Facebook. "We view an upgrade as less likely than a downgrade over the next 12 months. A potential upgrade would require additional revenue diversification and non-Match and Tinder brands achieving critical mass and becoming a meaningful contributor of EBITDA, thus increasing the company's revenue and EBITDA diversity." Additionally, because Match is a majority-owned subsidiary of IAC, an upgrade of Match would mostly likely require an upgrade of IAC and a financial commitment to maintain leverage below 2x. MEEKER NORTH: PCO Files 3rd Report ---------------------------------- William J. Whited, Oklahoma State Long-Term Care Ombudsman, having been appointed Patient Care Ombudsman for Meeker North Dawson Nursing, LLC, filed a third report to the Court pursuant to 11 U.S.C Section 333. The Report disclosed that multiple visits have been made by the designated Ombudsman staff. During the visits by the designees, the Ombudsman noted the following: 1. Multiple deficiencies were cited as a result of the survey conducted by the Oklahoma State Department of Health in the facility. 2. The facility was cited for failure to meet minimum staffing ratios by the Department as the result of a complaint investigation in October 2018. 3. All supplies and food stocks have been adequate during each visit. 4. Two unverified complaints were received by the Office of the State Long-term Care Ombudsman as of October 2018. 5. A review of survey and complaint information from the Oklahoma State Department of Health outlines deficiencies were cited related to sprinkler system maintenance, improper usage of electrical equipment, failure to have a comprehensive emergency management plan, lack of availability of infection control supplies, utilizing resident trust money for items covered under Medicaid, providing for a safe environment, and incontinence care. 6. The PCO recommends the Court review the attachments to the report closely and takes steps to make sure all available resources of the Debtor are utilized to meet the needs of the residents and are available to address other deficiencies outlined in the attached inspection reports. A full-text copy of the Third Report is available at: http://bankrupt.com/misc/ganb18-56883-91.pdf About Meeker North Dawson Nursing Meeker North Dawson Nursing, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-56883) on April 24, 2018. In the petition signed by Christopher F. Brogdon, managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Theodore N. Stapleton P.C. serves as its legal counsel; and Synergy Healthcare Resources, LLC, as its financial advisor. Daniel M. McDermott, the U.S. Trustee for Region 21, appoints William J. Whited as the patient care ombudsman in the Chapter 11 case of Meeker North Dawson Nursing, LLC. MENSONIDES DAIRY: Unsecureds' Recovery Unknown Under Plan --------------------------------------------------------- Mensonides Dairy, LLC, and Art and Trijntje a/k/a Theresa Mensonides, filed a plan of reorganization and accompanying disclosure statement providing the following classification and treatment of claims: * The Class 4 Claim consists of the Allowed Secured Claim of Northwest Farm Credit Services, FLCA and Northwest Farm Credit Services, PCA and impaired. The companies has asserted a secured claim against the Debtors, in the amount of $28,985,541.32. Farm Credit's secured claim, including interest, late charges, and legal fees shall be calculated as of the Effective Date. The amount of all interest, legal fees, late charges and other amounts which are due to Farm Credit as of the Effective Date shall be capitalized into the balance of Farm Credit's allowed secured claim. * The Class 5 Claim consists of the Allowed Secured Claim of Ag Country Farm Credit Services and impaired. The Debtor has listed the total amount of the ACFCS claim to be $89,864.02. ACFCS's secured claim, including interest, late charges, and legal fees shall be calculated as of the Effective Date. The amount of all interest, legal fees, late charges and other amounts which are due to ACFCS as of the Effective Date shall be capitalized into the balance of ACFCS's allowed secured claim. The ACFCS Claim Balance shall be paid as follows: (a) $8,564.62 per month through March 1, 2019, at which point the 624J John Deere Loader will be paid in full; and (b) remaining quarterly payments of $5,362.48 will continue until the ACFCS Claim Balance is paid in full. * The Class 7 Claim consists of the Allowed Secured Claim of Balboa Capital and impaired. The Claim of Balboa Capital results from Balboa financing a Custom Corn Grinder; 75 HP Motor; Mill Stand; Frequency Drive 230/460 Roll Feeder; 2 spare 12x52 Roll pair; 2 spare 220 Bearing Housing Assembly; and C-30HDG Mayco grout pump and accessories. Balboa has filed a motion for relief from the automatic stay in which it contends that the balance due under the contract is $167,507.67. The Balboa claim shall be divided into a secured and unsecured portion. The Balboa Secured Claim shall be equal to Forty Thousand and no/100 United States Dollars ($40,000.00) (which the Debtor contends is the value of the Balboa Collateral. The remainder of Balboa's claim shall be treated as an unsecured claim and shall be dealt with in Class 10 of the Plan. The Balboa Secured Claim shall accrue interest at the rate of six percent (6%) per annum from the Effective Date. The Debtor shall make monthly payments on the Balboa Secured Claim, commencing on the last day of the month following the date in which the Effective Date occurs, in the amount of Five Thousand and no/100 Dollars ($5,000) until the Balboa Secured Claim is paid in full. * Class 8 Claim consists of the Allowed Secured Claim of John Deere Construction & Forestry Company and impaired. Deere's claim results from a retail installment contract dated on or about September 29, 2017 for a John Deere 724K Loader for $243,000.00. Deere has filed a proof of claim on August 7, 2018 in the amount of $213,111.12. Deere claims a security interest and lien in the Deere Collateral to secure the balance due under Deere's pre-petition loan documents. The Debtors and Deere have entered into a stipulation which provides that Debtors shall resume the monthly payments of $7,611.11 beginning October, 2018. Deere's secured claim, including interest, late charges, and legal fees shall be calculated as of the Effective Date and Deere shall provide the Debtors with notice of its calculations within five (5) days after the Effective Date. The amount of all interest, legal fees, late charges and other amounts which are due to Deere as of the Effective Date shall be capitalized into the balance of Deere's allowed secured claim. The Deere Claim Balance shall not accrue interest from the Effective Date until paid in full. The Deere Claim Balance shall be paid as follows: (a) commencing on the last day of the month following the month in which the Effective Date occurs, the Debtor shall make monthly payments to Deere in the amount of $7,611.11 until the Deere Claim Balance is paid in full. * Class 10 includes all unsecured claims against the Debtors as of the Petition Date. Unsecured Creditor Claims shall not include any post-petition interest, attorneys' fees or other charges, whether or not such amounts were provided for in pre-petition agreements with the Debtor. The Unsecured Creditor Claims shall be totaled as of the Effective Date. After the Debtors have resolved any objections or challenges to the Unsecured Creditor Claims, in accordance with the provisions of this Plan, each unsecured creditor will be deemed to have a pro rata share of the Unsecured Creditor Claims balance based upon the percentage that such unsecured creditor's claim bears to the total Unsecured Creditor Claims. Unsecured Creditor Claims shall bear interest at the rate of two percent (2%) per annum from the Effective Date until paid in full. * The Class 12 Claims consist of unsecured creditors who: (a) have allowed claims of less than $10,000.00 and (b) have agreed, to reduce their allowed unsecured claims to $10,000 and have elected to be included in the Administrative Convenience Class. Within one hundred twenty (120) days of the Effective Date, any unsecured creditor may give written notice to the Debtor that: (i) it has an allowed unsecured claim of less than $10,000 and elects to be included in the Administrative Convenience Class; or (ii) it has an allowed unsecured claim of more than $10,000 that it will voluntarily agree to reduce to $10,000 for purposes of being included in the Administrative Convenience Class. Any unsecured creditor who elects to be included in the Administrative Convenience Class will receive payment from the first Installment paid to unsecured creditors in an amount equal to fifty percent (50%) of the allowed amount of its claim up to a maximum of $5,000.00. Administrative Convenience Claims shall be paid prior to any payments to unsecured creditors in Class 10. * Class 13 consists of any claims between the Individual Debtors and the Dairy. The Debtors are not aware of any such claims but to the extent such claims do exist they shall be extinguished upon the Effective Date. Class 13 does not include any claims between the Debtors and Auke Bruinsma, who is the son in law of the Individual Debtors. The claims of Auke Bruinsma against the Debtors shall be dealt with as Class 10 Unsecured Claims. In addition, the Debtors will separately deal with assumption of the existing vineyard lease between the Individual Debtors and Auke Bruinsma. The Class 13 claims, to the extent they exist, are based upon transfers between the Individual Debtors and the Dairy in order to support the Dairy operations. The Class will be eliminated upon the Effective Date. The Class 13 Claims shall not receive any distributions under the Plan. * Class 14 includes the claims of equity security holders Art & Theresa Mensonides in Mensonides Dairy, LLC.The security holders own 100% of the shares and membership interests in the Dairy. Art and Theresa Mensonides will retain their ownership interests in Mensonides Dairy, LLC without payment of money under the Plan. The payments contemplated by the Plan will be funded through the operations and cash assets of the Debtors. The Debtors will assume and conduct all of the Debtors' dairy operations, farming, and sales operations from and after the Effective Date. The Debtors believe that cash flow generated from the combined operations of the Debtors will be sufficient to fund all of the Plan Obligations, after making operational changes described herein. A full-text copy of the Disclosure Statement dated November 26, 2018, is available at: http://bankrupt.com/misc/waeb18-18-01681FLK11-265.pdf Attorneys for Debtor: Steven H. Sackmann, Esq. Sackmann Law Office PO Box 409 455 E. Hemlock, #A Othello, Washington 99344 (509) 488-5636 - phone (509) 488-6126 - FAX -- and -- Toni Meacham, Esq. Attorney at Law 1420 Scooteney Rd Connell, WA 99326 (509) 488-3289 -- and -- Roger W. Bailey, Esq. Bailey & Busey PLLC 411 North 2nd Street Yakima, Washington 98901 (509) 248-4282 - phone (509) 575-5661 - fax About Mensonides Dairy Mensonides Dairy LLC operates a farm that produces milk and other dairy products. It was founded in 1993 and is based in Mabton, Washington. Mensonides Dairy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 18-01681) on June 14, 2018. In the petition signed by Art Mensonides, its owner and member, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Frank L. Kurtz presides over the case. The Debtor tapped Steven Sackmann, Esq., of Sackmann Law, PLLC, and Toni Meacham, Esq., as co-counsel. MESOBLAST LIMITED: Releases Results of Annual General Meeting ------------------------------------------------------------- Mesoblast Limited held its annual meeting on Nov. 30, 2018 at which the Company's securityholders: * elected Joseph R. Swedish as director; * elected Ms. Shawn Cline Tomasello as director; * re-elected Brian Jamieson as director; * re-elected Michael Spooner as director; * adopted the remuneration report; * approved the proposed issue of options to newly-appointed directors Mr. Joseph R. Swedish and Ms. Shawn Cline Tomasello; * approved the proposed issue of options to other non- executive directors; * approved the issue of shares to NovaQuest Capital Management LLC; * approved the issue of shares to Tasly Pharmaceutical Group Co Ltd.; * approved an increase in directors' fees pool; * approved the renewal of proportional takeover provisions in the Company's constitution; and * approved the adoption of a new constitution. Chairman's Statement Welcome to the Mesoblast 2018 Annual General Meeting. There has been substantial progress made this year, with a number of key clinical and commercial highlights. Specifically, our graft versus host disease product candidate successfully completed its Phase 3 trial and is on a runway for Biologics License Application filing and, if successful commercial launch. Our heart failure product candidate successfully achieved a clinically meaningful outcome in a Phase 2 trial in end-stage heart failure patients with left ventricular assist devices, and we expect to have fulsome FDA discussions shortly on the regulatory approval pathway. Also this year, we entered into a strategic partnership with China's premier cardiovascular company, Tasly Pharmaceutical Group. We have maintained tight expenditure across the Company whilst at the same time boosting our balance sheet. Cash reserves during the year were augmented by an upfront fee from Tasly. Additional funds have been received and are available under arrangements established this year with Hercules Capital and NovaQuest Capital Management. During the year, two United States-based non-executive Directors with extensive pharmaceutical and commercial expertise joined the Board of Directors. The Company will leverage the skillsets of Shawn Cline Tomasello and Joe Swedish to provide valuable guidance on commercial launch and reimbursement activities at this important junction in the Company's evolution. We thank Dr Ben-Zion Weiner, who retired as Director during the year, for his significant contributions over the past five years. As part of the process of moving towards a United States-centric commercial organization, I will be retiring from the Board at the end of March 2019 after completing the installation of a new Chairman of your Company. This will facilitate a structured and progressive succession plan as we move into the commercialization phase. We would like to thank all of our shareholders for your ongoing support and belief in the tremendous potential of our cell therapies. We remain absolutely focused on delivering shareholder value. Mesoblast enters 2019 with one product candidate with near-term commercial potential, a second having achieved clinical outcomes in line with FDA guidance for an approvable pathway, and two additional Phase 3 assets also for indications with significant, unmet medical needs. I would now like to ask our Chief Executive Silviu Itescu to provide a detailed insight into our corporate strategy. Thank you. Brian Jamieson 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 Sept. 30, 2018, Mesoblast had US$688.78 million in total assets, US$161.19 million in total liabilities, and US$527.59 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. MIDWAY OILFIELD: Committee Hires Lugenbuhl Wheaton as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Midway Oilfield Constructors, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to retain Lugenbuhl Wheaton Peck Rankin & Hubbard, as counsel to the Committee. The Committee requires Lugenbuhl Wheaton to: a. consult with the Debtor's professionals or representatives concerning the administration of the bankruptcy case; b. prepare and review pleadings, motions and correspondence; c. appear in the proceedings before the Bankruptcy Court; d. provide legal counsel to the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business, and any other matters relevant to the bankruptcy case; e. analyze the Debtor's proposed use of cash collateral and debtor-in-possession financing; f. advise the Committee with respect to its rights, duties and powers in the bankruptcy case; g. assist the Committee in analyzing the claims of the Debtor's creditors and in negotiating with such creditors; h. assist the Committee in its analyses of and negotiations with the Debtor or any third party concerning matters related to, among other things, the terms of a sale, plan of reorganization or other conclusion of the bankruptcy case; i. assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the bankruptcy case; j. assist the Committee in determining a course of action that best serves the interests of the unsecured creditors; and k. perform any such other legal services as may be required under the circumstances of the bankruptcy case and are deemed to be in the interest of the Committee in accordance with the Committee's powers and duties in the Bankruptcy Code. Lugenbuhl Wheaton will be paid at the hourly rates of $250-$475. Lugenbuhl Wheaton will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin W. Kadden, partner of Lugenbuhl Wheaton Peck Rankin & Hubbard, 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 Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; 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 Debtor, or for any other reason. Lugenbuhl Wheaton can be reached at: Benjamin W. Kadden, Esq. LUGENBUHL WHEATON PECK RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 Facsimile: (504) 310-9195 E-mail: bkadden@lawla.com About Midway Oilfield Constructors Midway Oilfield Constructors, Inc., provides construction services to the upstream, midstream, and downstream sectors of the oil and gas industry. Based out of Midway, Texas, Midway provides services across the State of Texas and Oklahoma. On Aug. 15, 2018, Midway Oilfield Constructors filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (S.D. Tex. Case No. 18-34567). The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. Judge Marvin Isgur is the case judge. The Debtor tapped Hoover Slovacek LLP as its legal counsel. Hrdlicka White Williams & Aughtry, is the special tax counsel. The Office of the U.S. Trustee on Nov. 14, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The committee members are: (1) Buffalo Gap Instrumentation & Electric Co. Inc.; (2) Sun Coast Resources, Inc.; and (3) Baldwin Redi-Mix Co., Inc. The Committee hires Lugenbuhl Wheaton Peck Rankin & Hubbard, as counsel. MISSION COAL: Hires Ernst & Young as Valuation and Tax Advisor -------------------------------------------------------------- Mission Coal Company, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Ernst & Young LLP, as valuation and tax advisory service provider to the Debtors. Mission Coal requires Ernst & Young to: Bankruptcy Tax Services -- advise the Debtors' personnel in developing an understanding of the tax issues and options related to the Debtors' chapter 11 filing, taking into account the Debtors' specific facts and circumstances, for U.S. federal and state & local tax purposes; -- advise on the federal and state & local income tax consequences of proposed plans of reorganization, including, if necessary, assisting in the preparation of Internal Revenue Service ruling requests regarding the tax consequences of alternative reorganization structures and tax opinions; -- understand and advise on the tax implications of reorganization and restructuring alternatives the Debtors are evaluating with creditors that may result in a change in the equity, capitalization, and/or ownership of the shares of the Debtors and its assets; -- prepare calculations and apply the appropriate federal and state & local tax law to determine the amount of tax attribute reduction related to debt cancellation income and modeling of tax consequences of such reduction; -- update the draft tax basis balance sheets and draft computations of stock basis as of certain relevant dates for purposes of analyzing the tax consequences of alternative reorganization structures; -- analyze federal and state & local tax treatment of the costs and fees incurred by the Debtors in connection with the bankruptcy proceedings, including tax return disclosure and presentation; -- analyze federal and state & local tax treatment of interest and financing costs related to debt subject to automatic stay, and new debt incurred as the Debtors emerge from bankruptcy, including tax return disclosure and presentation; -- advise the Debtors with tax advisory services regarding tax aspects of the bankruptcy process; -- analyze federal and state & local tax consequences of restructuring and rationalization of inter-company accounts; -- analyze federal and state & local tax consequences of restructuring during bankruptcy, including tax return disclosure and presentation; -- analyze federal and state & local tax consequences of potential bad debt and worthless stock deductions, including tax return disclosure and presentation; -- assist with various tax, compliance and audit issues arising in the ordinary course of business while in bankruptcy, including but not limited to: IRS and state and local income and indirect tax audit defense, and compliance questions, notices or issues related to: federal, state & local income/franchise tax, sales and use tax, property tax, employment tax, credit & incentive agreements, and unclaimed property; -- advise and assist, as requested and as permissible, with determining the validity and amount of bankruptcy tax claims or assessments, including but not limited to the following types of taxes: income taxes, franchise taxes, sales taxes, use taxes, employment taxes, property taxes, severance taxes, excise taxes, credit & incentive agreements, unclaimed property and other miscellaneous taxes or regulatory assessments and fees; -- scope, assist, and advise on the potential for seeking cash tax refunds, including but not limited to the following types of taxes: income taxes, franchise taxes, sales taxes, use taxes, employment taxes, property taxes, tax credit & incentive agreements and unclaimed property. Any findings- based fee Services to claim and secure tax refunds will be subject to a separate Statement of Work mutually agreed to by the parties and subject to Bankruptcy Court approval; -- provide documentation, as appropriate or necessary, of tax matters, tax analysis, opinions, recommendations, conclusions and correspondence for any proposed restructuring alternative, bankruptcy tax issue, or other tax matter described above; Transaction Assistance Services -- conduct interviews with senior management concerning the nature of the Debtors' assets (the "Assets") considered as part of the transaction (the "Transaction"); -- consider any business plans, future performance estimates or budgets for the Debtors; -- give consideration to applicable economic, industry, and competitive environments, including relevant historical and future estimated trends; -- analyze the historical financial performance of the Assets; -- estimate the business enterprise value of the Debtors and calculate the internal rate of return; -- conduct discussions regarding valuation theory as it relates to each of the Assets subject to the scope of our analysis; -- leverage Ernst & Young's work performed and findings supporting prior valuation analyses for financial and tax reporting purposes; -- develop Forced and Orderly Liquidation values; -- assist with the identification and classification of the Assets and the valuation of potential assets and liabilities with the Debtors' management; Liquidation Value Related Services -- perform interviews with senior management of the Debtors; -- give consideration to applicable economic, industry, and competitive environments, including relevant historical and future estimated trends; -- apply the Income, Market and/or Cost Approaches to value using, where appropriate, financial data that is based on a market participant perspective; -- leverage Ernst & Young's work performed and findings supporting prior valuation analyses for financial and tax reporting purposes; -- develop Forced and Orderly Liquidation values; -- prepare of spreadsheet exhibits and a summary letter report in Adobe PDF format summarizing our recommendations of Fair value. Ernst & Young will be paid at these hourly rates: Valuation Services Partner/Principal $645 Executive Director $570 Senior Manager $485 Manager $425 Senior $325 Staff $200 Tax Advisory Services Partner/Principal/Executive Director $740 to $900 Senior Manager $590 to $640 Manager $470 to $520 Senior Staff $280 to $360 Staff $140 to $280 Client Serving Specialist $120 to $140 During the 90 days immediately preceding the Commencement Date, the Debtors paid to Ernst & Young in the amount of $80,000. As of the Commencement Date, Ernst & Young was owed $68,076 by the Debtors in respect of services provided by Ernst & Young prior to the Commencement Date. Ernst & Young will also be reimbursed for reasonable out-of-pocket expenses incurred. David Johnston, a partner at Ernst & Young 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 Debtors and their estates. Ernst & Young can be reached at: David Johnston ERNST & YOUNG LLP 1401 McKinney Street, Suite 1200 Houston, TX 77010 Tel: (713) 750-1500 Fax: (713) 750-1501 About Mission Coal Company Mission Coal Company LLC and its subsidiaries are engaged in the mining and production of metallurgical coal, also known as "met" coal, which is a critical component of the steelmaking process. The Company is headquartered in Kingsport, Tennessee and operate subterranean, surface, and longwall mining complexes in West Virginia and Alabama. The Company employs 1,075 individuals on a full-time or part-time basis. Mission Coal and 10 of its subsidiaries filed for bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of Alabama (Birmingham) on Oct. 14, 2018, with Lead Case No. 18-04177. In the petition signed by CRO Kevin Nystrom, Mission Coal estimated assets and liabilities of $100 million to $500 million. Daniel D. Sparks, Esq. and Bill D. Bensinger, Esq. of Christian & Small LLP, as well as James H.M. Sprayregen, P.C., Brad Weiland, Esq., and Melissa N. Koss, Esq., of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, serve as counsel to the Debtors. The Debtors also tapped Jefferies LLC as investment banker, Zolfo Cooper LLC as financial advisor, and Omni Management Group as notice and claims agent. On Oct. 25, 2018, the Bankruptcy Administrator for the Northern District of Alabama appointed the Official Committee of Unsecured Creditors. The Committee retained Lowenstein Sandler LLP, as counsel; Baker Donelson Bearman Caldwell & Berkowitz, PC, as local counsel; and Berkeley Research Group, LLC, as financial advisor. MODERN PROMOS: Seeks Authorization on Cash Collateral Use --------------------------------------------------------- Modern Promos, L.L.C. requests the United States Bankruptcy Court for the District of Minnesota for authority to use cash collateral to meet the ordinary expenses of operating its business in accordance with a budget and cash flow projections. The proposed budget provides total operating cash expenses of approximately $1,269,300 covering the months of November 2018 through May 2019. The Debtor's pre-bankruptcy assets and cash collateral are subject to a security interests in favor of Bluevine Capital, Inc., Kings Cash Group and Global Merchant Cash, Inc. The Debtor believes that these are the only creditors with an interest in the cash collateral. Other creditors have security interests and/or lease interests in certain of the Debtor's property. On an interim basis and pending the final hearing on the Cash Collateral Motion, the Debtor proposes to grant replacement liens to Bluevine Capital, Kings Cash Group and Global Merchant, which replacement liens would have the same priority, dignity and effect as the pre-petition liens held by the creditors, all pending the final hearing on the Debtor's Motion. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/mnb18-43517-6.pdf About Modern Promos, L.L.C. Edina, Minnesota-based Modern Promos, L.L.C. -- http://modernpromos.com-- is a brand activation agency specializing in planning and activating impactful brand experience by activating directly with brands or partnering with key advertising, public relations and marketing agencies. Modern Promos works closely with agency or brand teams to create custom experiences and activations with branded elements such as signage, tents, wrapped vehicles, displays, digital photo experiences, and digital media such as virtual reality, social media, lead retrieval and customized data capture. Modern Promos, L.L.C. filed a Chapter 11 petition (Bankr. D. Minn. Case No. 18-43517), on November 8, 2018. The Petition was signed by Jonathon E. Nelson, CEO/president. The case is assigned to Judge Michael E. Ridgway. The Debtor is represented by Steven B. Nosek, Esq. of Steven Nosek, P.A., Attorney at Law. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. MUSCLEPHARM CORP: Enters Into Equity Exchange Agreement with AMI ---------------------------------------------------------------- MusclePharm Corporation has entered into an Agreement for Equity in Exchange for Services with American Media, LLC. Pursuant to the Agreement, the Company agreed to issue to the Investor 928,572 restricted shares of its common stock, par value $0.001 per share, at $3.23 per share in exchange for $3,000,000 worth of professional media support and advertising services. Based on the Company's fully diluted shares, the deal places an approximate value on the Company of $105 million. "We are proud to enter into this agreement with American Media, one of the preeminent, multi-platform digital and print content companies in the nation," said Ryan Drexler, chairman, CEO and president of MusclePharm. "Our brand will find a receptive and targeted audience among American Media titles that include Men's Journal, and Muscle & Fitness and Muscle & Fitness Hers, as well as the Mr. Olympia Contest. This agreement will provide valuable exposure to MusclePharm and contribute to continued progress toward our goal of sustained growth and profitability." "AMI has proven that we have an aggressive and assertive strategy when it comes to the growth and diversification of our business," said AMI Chairman and CEO David J. Pecker. "This investment with MusclePharm is an extraordinary partnership to not only add a new and exciting revenue opportunity to AMI, it also underscores the authority, engagement and value that our brands deliver across multiple platforms." The Shares, which will be issued to the Investor on Jan. 1, 2019, will vest on a quarterly basis in an amount equal to the greater of (i) the actual value of advertising placed by the Company in a quarter during the two-year period commencing on Jan. 1, 2019 and ending on Dec. 31, 2020, subject to a total cap of $3,000,000, and (ii) $375,000. No underwriters or private placement agents were involved in this transaction. The Company is issuing the Shares to the Investor in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, for private offerings not involving a public distribution. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- www.musclepharm.com and www.musclepharmcorp.com -- develops, manufactures, markets and distributes branded nutritional supplements. Its portfolio of recognized brands includes MusclePharm Sport Series, Essential Series and FitMiss, as well as Natural Series, which was launched in 2017. These products are available in more than 100 countries worldwide. MusclePharm is an innovator in the sports nutrition industry with clinically proven supplements that are developed through a six-stage research process utilizing the expertise of leading nutritional scientists, physicians and universities. MusclePharm incurred a net loss of $10.97 million in 2017 compared to a net loss of $3.47 million in 2016. As of Sept. 30, 2018, the Company had $28.34 million in total assets, $45.82 million in total liabilities, and a total stockholders' deficit of $17.47 million. NASHVILLE PHARMACY: Case Summary & 19 Unsecured Creditors --------------------------------------------------------- Debtor: Nashville Pharmacy Services, LLC 134 Franklin Road, Suite 210 Brentwood, TN 37027 Business Description: Nashville Pharmacy Services, LLC operates a pharmacy specializing in HIV and AIDS- related medicine. Chapter 11 Petition Date: December 8, 2018 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Case No.: 18-08144 Judge: Hon. Marian F. Harrison Debtor's Counsel: Glenn Benton Rose, Esq. BASS, BERRY & SIMS PLC 150 Third Avenue South, Suite 2800 Nashville, TN 37201 Tel: 615-742-6273 615-742-6200 Fax: 615-742-0464 Email: grose@bassberry.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Kevin Hartman, chief executive officer. A full-text copy of the petition is available at no charge at: http://bankrupt.com/misc/tnmb18-08144.pdf List of Debtor's 19 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Answering Specialists, Inc. $114 Chattanooga CARES $2,146,737 Eastern Tennessee State University 325 N. State of Franklin Rd, 2nd Floor Johnson City, TN 37604 Chattanooga CARES $785,436 PO Box 4497 Chattanooga, TN 37405-0497 CIT Technology FIN Serv, Inc. $21 Comcast 2 $434 Comcast Business $299 DEX Imaging, Inc. $35 Federal Express $183 Fleenor Security Systems $119 H.D. Smith $300,000 3063 Fiat Avenue Springfield, IL 62703 Heartland CARES, Inc. $215,238 MailFinance $308 McKesson Corporation Unknown Medical Education Assistance Corporation $833 MOB 147 of Tennessee, LLC $109 Neighborhood Health $6,144 Positively Living, Inc. $52,698 UPS $1,557 Windstream $4,953 NASHVILLE SMILES: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------ Nashville Smiles, PLLC, seeks authorization from the U.S. Bankruptcy Court for the Middle District of Tennessee to use cash collateral to meet expenses in the regular course of its business. The Debtor requires the immediate use of cash which is claimed to be the collateral of Wells Fargo Practice Finance, a division of Wells Fargo Bank, N.A. to, among other things, fund interim cash requirements, including paying its customary operating expenses. Wells Fargo allegedly holds a security interest in the Debtor's receivables to secure a pre-petition debt. The Debtor asserts that such use of cash collateral on an interim basis is essential to continue the operations of its business and to avoid immediate and irreparable harm to the Debtor. There is no source of income available to the Debtor in this case other than the collection of the subject receivables. In the regular course of its business, the Debtor collects receivables from its patients. Pursuant to Bankruptcy Code Section 363(c)(4), the Debtor is segregating all such receivables. Despite the best efforts of the Debtor to obtain authorization to utilize cash collateral by consent, such efforts have not been successful. The Debtor believes that Wells Fargo will be adequately protected as a result of its alleged security interest in other property compromising the Debtor's estate. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/tnmb18-07563-7.pdf About Nashville Smiles Nashville Smiles PLLC filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 18-07563) on Nov. 9, 2018. In the petition signed by Raymond C. Branch, DMD, chief manager, the Debtor estimated $100,001 to $500,000 in assets and $100,001 to $500,000 in liabilities. The Debtor is represented by Joseph P. Rusnak, Esq., at Tune Entrekin & White PC. NEWARK SPECIAL: Gets Final Approval to Use Cash Collateral ---------------------------------------------------------- The Hon. Neil W. Bason of the United States Bankruptcy Court for the Central District authorized Newark Special Technology Inc. to use cash collateral on a final basis on the terms and conditions set forth in the Stipulation Regarding Interim Use of Cash Collateral and Grant of Adequate Protection, as modified by the Interim Order Re: Notice of Motion and Motion in Individual Chapter 11 Case for Order Authorizing Use of Cash Collateral entered on October 11, 2018. A copy of the Order is available at http://bankrupt.com/misc/cacb18-18929-48.pdf About Newark Special Technologies Established in 1958, Newark Special Technologies, Inc., doing business as Magorien Honing and Hydraulics, is in the business of high precision I.D. contract honing. The Company has also incorporated an in-house division for deep hole gun drilling, trepanning and boring. The Company has recently merged with Modern Hydraulic Technology to offer efficient and economical solutions for building new hydraulic presses, modifying and repairing presses, and complete overhauling of presses and cylinders. Newark Special Technologies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-18929) on Aug. 2, 2018. In the petition signed by Batuk Viradia, president, the Debtor disclosed $125,800 in total assets and $1,023,154 in total liabilities. Judge Neil W. Bason presides over the case. Joseph L. Pittera, Esq., at the Law Offices of Joseph L. Pittera, is the Debtor's counsel. NEXT COMMUNICATIONS: Jan. 22 Plan Confirmation Hearing ------------------------------------------------------ Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida approved the second amended disclosure statement with respect to Next Communications, Inc.'s Chapter 11 plan. A hearing for the confirmation of the Plan and fee applications is set for January 22, 2019, at 1:30 p.m. Objections to confirmation of the Plan must be filed on or before January 8, 2019. The Debtor anticipates that Class 2, consisting of holders of Allowed Unsecured Claims equal to $500.00 or less, most likely will opt to reduce their claims in exchange for treatment as a Class 2 claim. The Debtor estimates this will be result in payments to 82 holders of Class 2 claims totaling $25,821. In full satisfaction of each holder's Allowed Class 2 Claim, the Debtor on the 90th day following the Effective Date will pay each holder of an Allowed Class 2 Claim the lessor of (a) the full amount of their claim without interest or as included in a timely filed proof of claim, or (b) $500.00. Class 2 is impaired under the Plan. The Debtor estimates that Allowed Class 3, consisting of holders of Allowed Unsecured Claims exceeding $500.00 who do not elect Class 2 treatment, total $11,426,276. Commencing on the Effective Date, the Debtor will commence monthly pro rata payments to each holder of an Allowed Class 3 Unsecured Claim based upon the following distribution schedule: Months 1-12 following Effective Date: $15,000 per month $180,000 Months 13-24 following Effective Date: $25,000 per month $300,000 Months 25-36 following Effective Date: $30,000 per month $360,000 Months 37-48 following Effective Date: $35,000 per month $420,000 Months 49-60 following Effective Date: $40,000 per month $480,000 Total Distributions Class 3 Allowed Claims $1,740,000 In full satisfaction of each holder's Allowed Class 3 Claim, each holder will receive a percentage distribution equal to 15.23% on their total allowed claim. The litigation recovery on the adversary proceeding and the resolution of the objection to Verizon's claim may moderately increase the distribution. Assuming the adversary litigation regarding the missing computer equipment is revolved for a $500,000 less attorneys fees and costs of $150,000 this would add another $350,000 to the distribution resulting in an additional distribution of 3% of each allowed claim. Assuming the Debtor is successful in its objection to Verizon's claim in the amount $376,309 this would add another 0.5% distribution to each holders Allowed Claim. Class 3 is impaired under the Plan. Class 4 consists of holders of equity interests in the Debtor. At confirmation, the equity interests in the Debtor will contribute $150,000 to fund the Plan payments. Also, to the extent the funds from operations and from NGH are insufficient to make the payments under the Plan, each owner will be obligated to pay its pro rata share of any shortfall suffer the dilution and extinguishment of their interest to the extent extinguished. According to the Debtor's five-year forecast, the Debtor incurs a Plan funding shortfall up to $87,000 in October 2019 before it declines and eventually goes away. A copy of the Amended Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/y8s57gkn at no charge. About Next Communications Next Communications, Inc., is an International Voice Over Internet Protocol (International VoIP) provider. Next Communications filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-10411) on Dec. 21, 2016. In the petition signed by CEO Arik Maimon, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Robert A. Mark presides over the case. AM Law, LLC, is the Debtor's bankruptcy counsel, and Hasapidis Law Offices is the special counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Next Communications, Inc. as of March 1, according to a court docket. NICHOLS BROTHER: Wins Extension of Exclusivity Periods ------------------------------------------------------ The Hon. Terrence L. Michael of the U.S. Bankruptcy Court for the Northern District of Oklahoma, at the behest of Nichols Brothers, Inc., and its affiliates, has entered an order on November 22, 2018, extending the Debtors' exclusive periods in which to submit and to obtain acceptance of its proposed Chapter 11 Plan to November 29, 2018 and to January 29, 2019, respectively. As previously reported by the Troubled Company Reporter on November 7, 2018, the Debtors sought an extension of the Exclusive Periods to finalize negotiations of their contemplated Chapter 11 plan and disclosure statement for filing with the Court. According to the Debtors, in the time since their filings, they have been implementing the repair plan of their oil and gas assets along with efforts to market and sell their assets and related matters. However, these efforts were delayed through protracted negotiations and circumstances surrounding the approval of the DIP loan and use of cash collateral in this case, which was not approved until Aug. 1, 2018, two months after filing these Chapter 11 cases. In addition, the Debtors have negotiated an asset purchase agreement for the sale of substantially all the assets of W.O. Operating Company, Ltd., and are working on a sale motion and other related documents to be able to close that sale. Thus, the Debtors' ability to formulate and submit a plan during this period of time has been rendered difficult under these circumstances. Nevertheless, the Debtors have drafted a Chapter 11 plan and disclosure statement that they believe is consistent with the terms of the order approving the DIP financing and that will provide for an efficient and economical liquidation of the Debtors' assets. Currently, the Debtors' plan and disclosure statement are being reviewed by the DIP Lenders, Pre-Petition Lenders and Official Committee of Unsecured Creditors. 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. NRG ENERGY: Moody's Hikes CFR to Ba2, Outlook Positive ------------------------------------------------------ Moody's Investors Service upgraded NRG Energy, Inc.'s corporate family rating to Ba2 from Ba3 and its senior unsecured rating to Ba3 from B1. At the same time, Moody's affirmed NRG's senior secured rating at Baa3. The rating outlook is positive. "NRG's transformation plan is likely to produce lower debt leverage and a simpler capital structure," said Toby Shea VP -- Sr. Credit Officer, "As NRG executes on its plan, we see continued improvement in cash flow, which could lead to even higher ratings over the next twelve to eighteen months." Upgrades: Issuer: NRG Energy, Inc. Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Corporate Family Rating, Upgraded to Ba2 from Ba3 Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD5) from B1 (LGD4) Affirmations: Issuer: Chautauqua (Cnty of) NY, Ind. Dev. Agency Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2) Issuer: Delaware Economic Development Authority Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2) Issuer: Fort Bend County Industrial Development Corp Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2) Issuer: NRG Energy, Inc. Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2) Issuer: Sussex (County of) DE Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2) Issuer: Texas City Industrial Development Corp., TX Senior Secured Revenue Bonds, Affirmed Baa3 (LGD2) Outlook Actions: Issuer: NRG Energy, Inc. Outlook, Remains Positive RATINGS RATIONALE NRG is currently in the process of implementing its Transformational Plan, which involves selling roughly half of the company's assets and reducing debt leverage. Moody's believes that the transformation plan will continue to improve the company's credit profile because the benefits of having lower leverage will outweigh the higher business risk associated with being a smaller, less contracted company. As a smaller company, NRG will lose the scale and diversity benefits of its cash flows while margins and earnings will become more market-driven since most of its contracted cash flows will be divested. After the transformation, NRG will be more concentrated in Texas, where it has a large retail operation with matching generation capacity that generates about two thirds of segment EBITDA. The remaining one third will come from generation near Chicago and New York City and retail operations outside of Texas. NRG's retail operation, which will contribute about 60% of segment EBITDA, buys power from the wholesale market or its generation affiliate on behalf of its end use customers. Moody's generally views retail businesses as having high business risk, but NRG's retail operations in Texas, where it produces 85% of its retail EBITDA, are substantially more stable and profitable than typical retail electricity businesses across the US. NRG stands out as a market leader because it has a strong competitive advantage on pricing and customer retention. According to NRG, the Transformation Plan will improve NRG's financial credit metrics, including lowering net debt/EBITDA to 3.0x on a corporate basis by the end of 2018. Based on the company's debt/EBITDA target, Moody's forecasts that NRG's CFO Pre-WC to debt ratio will improve from about 10% in 2017 to the mid-teens range in 2018 and around 20% in 2019. However, there is execution risk associated with the plan because it involves mostly cash flow improvements through cost reductions and revenue enhancements, rather than debt reduction. Liquidity Analysis NRG's speculative grade liquidity rating is SGL-1. The company continues to possess good liquidity with $1.36 billion of unrestricted cash on hand and about $1.45 billion of unused capacity on its $2.4 billion secured revolving credit facility at September 30, 2018. The only usage under the credit facility is related to the issuance of letters of credit. NRG's revolving credit facility, which expires in June 2021, contains a material adverse change clause for new borrowings, a credit negative. NRG has financial covenants in its revolving credit facilities and term loan that require the company to maintain a corporate debt to EBITDA ratio of 4x or below and an interest coverage ratio of 1.75x. Because these ratios are calculated to only cover secured debt, NRG is in compliance and should not have any problem meeting these requirements. Moody's expects NRG to produce more than $500 million of after-dividend free cash flow in 2018, without assuming any proceeds from asset sales. Excluding non-recourse maturities, NRG does not have any major debt maturities until 2023, when $1,857 million of term loan comes due. Rating Outlook The positive rating outlook reflects the company's deleveraging plan and the expectation that its cash flow to debt metrics will continue to improve in 2019. Factors that Could Lead to an Upgrade Moody's could consider an upgrade of NRG's ratings should the company achieve CFO Pre-WC/debt in the high teens for 2019 on a sustainable basis. Factors that Could Lead to a Downgrade Moody's could consider stabilizing the outlook or take a negative rating action if the company fails to follow through on its deleveraging plan. In particular, a downgrade is possible if NRG's ratio of CFO Pre-WC/debt fall to low teens range. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. ONCOBIOLOGICS INC: Changes Name to Outlook Therapeutics ------------------------------------------------------- Oncobiologics, Inc., announced several key corporate events that enhance the Company's ability to advance the development of its lead product candidate, ONS-5010, a proprietary ophthalmic bevacizumab product candidate for the treatment of wet age related macular degeneration (wet AMD). These events are in conjunction with the recent disclosure of new details of the ONS-5010 program and the initiation of the first human clinical study, which the Company announced in November 2018. The Company has changed its name from Oncobiologics, Inc. to Outlook Therapeutics, Inc., effective immediately. The Company will continue to be listed on the Nasdaq Capital Market and its common stock and Series A warrants will begin trading under the ticker symbols "OTLK" and "OTLKW," respectively, beginning on Tuesday, Dec. 4, 2018. No action is required by stockholders with respect to the name change. The Company's common stock has been assigned a new CUSIP number of 69012T 107 and its Series A warrants have been assigned a new CUSIP number of 69012T 115 in connection with the name change. Outstanding securities are not affected by the name change and will not need to be exchanged. "We believe the timing of this corporate rebranding effectively signals the significance of the recent strategic shift in the business and the high value opportunity we are pursuing in the anti-VEGF ophthalmic market," said Lawrence A. Kenyon, president, chief executive officer and chief financial officer. "The progress we have made throughout 2018 in advancing the ONS-5010 program has brought us to this exciting new stage in the Company’s history. The path ahead is clear and we look forward to providing further updates as we execute upon our strategy." Two Additions to Executive Leadership Team The Company announced two additions to its executive leadership team with the appointments of Jeff Evanson as chief commercial officer and Terry Dagnon as chief operating officer. "Jeff and Terry are welcome additions to the team as they are both highly respected ophthalmic industry veterans and bring extensive drug development expertise to our leadership team," said Mr. Kenyon. "Jeff has an exceptional commercial track record in the ophthalmic space and brings valuable experience and deep know-how in product launches and marketing. Terry is a highly skilled expert in the regulatory field and his extensive experience in strategic drug development will be valuable for moving ONS-5010 through advanced clinical development and into commercialization. In addition, they have been key advisors on the ONS-5010 program to date and we expect them to be integral to the success of the asset as we move forward," stated Mr. Kenyon. "Joining Outlook Therapeutics is a tremendous opportunity," said Jeff Evanson, newly appointed chief commercial officer. "I am enthusiastic about the commercial prospects for ONS-5010 and its potential to address a need for all patients suffering from wet AMD and other retinal diseases requiring anti-VEGF treatments. I look forward to working with Larry and the team at Outlook Therapeutics in leading the efforts to bring ONS-5010 to market and contributing to the Company's success." Jeff Evanson joins the Company with more than 25 years of commercial expertise, most notably with Novartis (Alcon) where he was the vice president and Global Commercial Head of the Pharmaceutical Franchise between 2010 and 2014 where he was responsible for all aspects of strategy, portfolio (both internal and external opportunities), global brands, launches and campaigns. Prior to Novartis, Mr. Evanson spent 10 years at Medtronic in a variety of pre-commercialization and post-commercialization roles. Most recently, Mr. Evanson led Scott Three Consulting, LLC as founder and President since April of 2018 and previously was a managing director in the Life Science Practice of Navigant. He received his MBA from the University of Minnesota (2001) and a BA in Chemistry from the University of St. Thomas in St. Paul Minnesota (1991). He serves on the Board of Directors of Children's HeartLink and was formerly a two-term Board Member of Gillette Children's Hospital in St. Paul, Minnesota, from 2008 to 2014. Terry Dagnon has more than 20 years of regulatory experience with domestic and global investigational and marketing approvals in the pharmaceutical and medical device industries. He is also experienced in quality and compliance and working with R&D, marketing, sales, legal, and manufacturing, quality and supply chain organizations. Most recently, Mr. Dagnon was senior vice president of operations at Dohmen Life Science Services (DLSS), where he worked with companies to mitigate their compliance risk, ensure quality, and achieve FDA approval for pharmaceutical, biologics, and medical device products. Mr. Dagnon began his career in the pharmaceutical industry as the Regulatory Affairs Manager for Physician Reliance Network Inc. (now known as U.S. Oncology). He continued his regulatory affairs career at Johnson & Johnson Medical Inc. with global regulatory responsibility for the Wound Care, Skin Care and Tissue Engineering franchises. He then served as the North America Head of Regulatory Affairs at Alcon a Novartis company prior to joining DLSS in March 2014. Prior to a career in the medical industry, Mr. Dagnon served 11 years on active duty with the United States Army and was a SFC/E-7 Special Forces Green Beret 18D Senior Non-Commissioned Officer. Mr. Dagnon serves on the Board of Directors of the Colorado Bioscience Association. Private Placement Proceeds The Company announced it closed on the second tranche (of four) of its $20.0 million private placement of common stock to BioLexis Pte. Limited (BioLexis), the Company's strategic business partner and largest investor, receiving $4.0 million of cash proceeds in exchange for the issuance of 4,288,624 shares of common stock at $0.9327 per share. The Company has received $12.0 million to date from the sale of its common stock to BioLexis under this private placement, which was previously announced on Nov. 6, 2018. The remaining $8.0 million will be funded in two equal tranches on each of Jan. 3, 2019 and Feb. 1, 2019, subject to achieving certain funding milestones as set forth in the purchase agreement. The Company intends to use the net proceeds from the private placement primarily for clinical trials for its lead product candidate, ONS-5010, and for working capital and general corporate purposes, including agreed repayments on its senior secured notes. About BioLexis Pte. Limited BioLexis is a Singapore based joint-venture between Tenshi Life Sciences Private Limited, and GMS Holdings, a private investment company headquartered in Amman, Jordan owning a portfolio of diversified businesses globally. Together with Strides Shasun and Tenshi Life Sciences, GMS Holdings is a strategic investor in Stelis Biopharma. About Outlook Therapeutics Outlook Therapeutics f/k/a Oncobiologics, Inc. -- http://www.outlooktherapeutics.com/-- is a clinical-stage biopharmaceutical company focused on developing its lead clinical program, ONS-5010, a proprietary ophthalmic bevacizumab product candidate for the treatment of wet age related macular degeneration (wet AMD). ONS-5010 is currently in its first clinical trial, which is being conducted outside of the U.S. and is designed to serve as the first of two adequate and well controlled studies for wet AMD. Oncobiologics reported a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $63.13 million for the year ended Sept. 30, 2016. As of June 30, 2018, Oncobiologics had $34.08 million in total assets, $43.35 million in total liabilities, $3.93 million in series A convertible preferred stock, and a total stockholders' deficit of $13.19 million. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2017 of $186.2 million, $13.5 million of senior secured notes due in December 2018 and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. OPERATION SIMULATION: Hires Keith Cochran as Accountant ------------------------------------------------------- Operation Simulation Associates, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Keith Cochran, CPA, P.C., as accountant to the Debtor. Operation Simulation requires Keith Cochran to provide accounting needs to the Debtor in relation to the bankruptcy case. Keith Cochran 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. Keith Cochran, partner of Keith Cochran, CPA, 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. Keith Cochran can be reached at: Keith Cochran KEITH COCHRAN, CPA, P.C. 7324 Nashville St. Ringgold, GA 30736 Tel: (706) 937-7400 About Operation Simulation Associates Founded in 1983, Operation Simulation Associates provides software and services for the electric power industry with clients in the USA and worldwide. OSA is the developer of the PowrSym family of electric power system generation, transmission, and fuel supply models. Wabash Valley Wood Protection, Inc., is an Indiana corporation founded in 2017 for the purpose of purchasing and operating the Vincennes, Indiana pressure treating plant and distribution yard formerly operated as a division of Babb lumber Company. With the acquisition, Wabash is adding a new product line of UL fire rated lumber and plywood. Operation Simulation Associates, based in Ringgold, Georgia, and its affiliates sought Chapter 11 protection (Bankr. E.D. Tenn. Lead Case No. 18-14808) on Oct. 19, 2018. In the petitions signed by Roger A. Babb, president, Operation Simulation Associates estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities; and Wabash Valley Wood Protection, Inc., estimated $1 million to $10 million in assets and liabilities. The Hon. Shelley D. Rucker is the case judge. David J. Fulton, Esq., at Scarborough & Fulton, serves as bankruptcy counsel to the Debtors. PALADIN HOSPITALITY: Has Final Authorization to Use Cash Collateral ------------------------------------------------------------------- The Hon. Paul Baisier of the U.S. Bankruptcy Court for the Northern District of Georgia has entered a final order authorizing Paladin Hospitality, LLC, to use cash collateral in the ordinary course of its business in accordance with the Budget. The approved Budget provides total expenses of approximately $30,011. The Debtor owns and operates The Pinewood restaurant located at 254 W Ponce de Leon Avenue, Decatur, GA 30030 -- the Business. The Debtor generates substantially all of its revenue from the operation and use of the Business, which cash revenue may constitute the cash collateral of some or all of the Creditors. 1st BFS Capital asserts a security interest in the accounts of the Business to secure a claim of approximately $39,455. Bizfund, LLC, asserts a security interest in the accounts of the Business to secure a claim of approximately $133,644. Cofactor, LLC, asserts a security interest in the accounts of the Business to secure a claim of an unknown amount. Credibility Capital asserts a security interest in the accounts of the Business to secure a claim of approximately $133,846. GTR Source asserts a security interest in the accounts of the Business to secure a claim of approximately $277,800. On Deck Capital asserts a security interest in the accounts of the Business to secure a claim of approximately $118,870. PBS Capital asserts a security interest in the accounts of the Business to secure a claim of an unknown amount. The Debtor will grant the Creditors a valid and properly perfected first priority security interest on all property acquired after the Petition Date that is the same or similar nature, kind, or character as each Creditor's respective prepetition collateral, to the extent of any diminution in the value of the Cash Collateral. However, no such replacement lien will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. A copy of the Order is available at: http://bankrupt.com/misc/ganb18-67292-26.pdf About Paladin Hospitality Paladin Hospitality, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-67292) on Oct. 12, 2018. In the petition signed by Earl E. Cloud, III, owner, the Debtor estimated assets of less than $50,000 and debts of less than $1 million. The Debtor tapped William Anderson Rountree, Esq., at Rountree & Leitman, LLC, as counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. PANIOLO CABLE: Creditors Seek Ch. 11 Trustee Appointment -------------------------------------------------------- Petitioning Creditors, HSBC Securities (USA) Inc., Deutsche Bank Trust Company Americas, and Sunrise Partners Limited Partnership, request the U.S. Bankruptcy Court for the District of Hawaii to appoint a Chapter 11 trustee for Paniolo Cable Company, LLC. Petitioning Creditors recognize that the appointment of a Chapter 11 Trustee will take control of the Debtor from existing ownership and management. Where the Debtor's ownership and management have effectively abandoned their fiduciary responsibilities and failed to act in the interests of the Debtor's creditors and interest holders, leaving hundreds of millions of dollars of debt unpaid and failing to take essential steps to preserve and protect Debtor’s assets, appointment of a Chapter 11 Trustee is authorized and appropriate. The motion further states that, without the appointment of a Chapter 11 trustee, the Debtor will remain largely dormant and its assets will continue to lose value to the determent of the estate, creditors, and other stakeholders. Hence, an experienced, diligent Chapter 11 trustee, as requested by the petitioning Creditors, will immediately revitalize the Debtor, implement a proactive business plan, and quickly evaluate and execute a value-maximizing restructuring strategy. Accordingly, the Petitioning Creditors respectfully request that the Court enter an order appointing a Chapter 11 trustee for the benefit of the Debtor's estate and creditors. The Petitioning Creditors are represented by: Andrew V. Beaman, Esq. CHUN KERR LLP 999 Bishop Street, Suite 2100 Honolulu, HI 96813 Tel.: 808.528.8200 Fax: 808.536.5869 Email: abeaman@chunkerr.com -- and -- Toby L. Gerber, Esq. NORTON ROSE FULBRIGHT US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201-7932 Telephone: 214.855.7171 Email: toby.gerber@nortonrosefulbright.com About Paniolo Cable Company, LLC Paniolo Cable Company, LLC owns a fiber optic network connecting five major Hawaiian Islands. Paniolo Cable Company, LLC filed a Chapter 11 petition (Bankr. D. Haw. Case No. 18-01319) on November 13, 2018, and is represented by Andrew V. Beaman, Esq., in Honolulu, Hawaii. PAR PETROLEUM: Moody's Affirms B1 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned a B1 rating to Par Petroleum, LLC's proposed term loan facility, and affirmed its B1 Corporate Family Rating, B1-PD Probability of Default Rating , B1 senior secured notes rating and SGL-2 Speculative Grade Liquidity Rating. The outlook remains stable. The term loan is being co-issued by Par Petroleum Finance Corp. Proceeds of the proposed term loan offering will be used to fund in part the company's $358 million acquisition of U.S. Oil & Refining Co. and related expenses, supplemented by $125 million of equity initially backstopped by the seller. Par Petroleum is a direct wholly-owned subsidiary of Par Pacific Holdings, Inc. "Par Petroleum's B1 CFR reflects its scale, diversification and integration of its refining, marketing and logistics asset base through a series of acquisitions, most recently the pending acquisition of U.S. Oil which is expected to close in January 2019," commented Andrew Brooks, Moody's Vice President. "Leverage is modest and the company generates positive free cash flow within the confines of regional barriers to entry." Assignments: Issuer: Par Petroleum, LLC Senior Secured Term Loan B, Assigned B1 (LGD4) Outlook Actions: Issuer: Par Petroleum, LLC Outlook, Remains Stable Affirmations: Issuer: Par Petroleum, LLC Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Secured Notes, Affirmed B1 (LGD4) Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE Par Petroleum's B1 CFR has become more firmly positioned as a result of the pending U.S. Oil acquisition, together with a series of additional refining and marketing acquisitions since its initial December 2017 rating, which notwithstanding its relatively small scale, has almost doubled its refinery throughput capacity to 208,000 barrels per day (bpd). While U.S. Oil adds 42,000 bpd of refining capacity located in Tacoma, Washington, it also reduces in the aggregate Par Petroleum's exposure to volatility in the combined Mid Pacific Index, which had weakened in 2018's third quarter, through its ability to access a discounted Western Canadian and Bakken crude slate. The inherent volatility and capital intensity of the refining sector is offset to an extent by the company's downstream network of 124 company-owned retail outlets in Hawaii and Washington State, product yields that are configured for local demand, and ownership in an integrated logistics asset base of transportation and storage locations, which likely could not be duplicated. Generous retail product margins in Hawaii help mitigate narrow and volatile crack spreads typical of the Asia-Pacific refining market. Moody's expects Par Petroleum to continue to generate positive free cash flow, which can be used for debt reduction, with the company's balance sheet modestly leveraged in a range of 2.0x to 2.5x (including Moody's standard adjustments, primarily operating leases). Consolidated profitability benefits from an advantageous tax position afforded PARR, with its approximately $1.6 billion of net operating loss tax carryforwards available to offset future taxable income, which are attributable to a prior corporate reorganization. PARR also owns a 46% non-operated interest in Laramie Energy, LLC, a privately held Piceance Basin natural gas producer, whose value to Par Petroleum is limited only to the potential added value that investment has to PARR as the guarantor of Par Petroleum's notes. The proposed term loan facility will be pari passu with Par Petroleum's existing secured notes and benefit from the same parent and subsidiary guarantees that guarantee the notes. As with the notes, PARR will provide a downstream unsecured guarantee for the payment of principal and interest of the term loan. The term loan will be the beneficiary of secured guarantees from Par Petroleum's wholly-owned domestic subsidiaries. The term loan will be secured by substantially all assets other than assets securing Par Petroleum's secured revolver, real property associated with the company's retail businesses and crude oil and refined product inventories. Par Petroleum's proposed term loan is rated B1, at the same level as the CFR and the secured notes in accordance with Moody's Loss Given Default (LGD) methodology, reflecting the secured status of the debt instruments across Par Petroleum's capital structure. Liquidity is good as indicated by the SGL-2 rating. The company maintains an $85 million secured asset-based revolving credit facility, which Moody's expects to remain undrawn through 2019. Maintenance and regulatory capital spending requirements are modest. A $27 million strategic investment in a diesel hydrotreater and a $44 million naptha hydrotreater and isomerization project at the company's Hawaiian refinery are being funded through cash balances, as were certain incremental Hawaiian refining assets, and Idaho and Washington State retail assets. A crude supply and product off-take agreement with J. Aron & Company funds virtually all of the Hawaiian refinery's crude supply and product off-take requirements, up to its 94,000 bpd nameplate capacity. The J. Aron agreement has a May 31, 2021 term that provides for two one-year extensions subject to the mutual consent of both parties, which also provides the company with the ability to economically hedge price risk on its inventories and crude oil purchases. U.S. Oil has a similar inventory financing agreement in place with another financial institution. In the event of non-renewal, the funding provided by these facilities would need to be sourced from cash or the revolver. The stable outlook assumes that the company will continue to demonstrate consistent operating performance and remain leveraged under 4x (including Moody's standard adjustments). The stable outlook also assumes that any potential acquisition or major growth capital expenditures are funded with an appropriate equity component. The rating could be upgraded should the company acquire additional assets, appropriately financed, that continued its growth in scale and the diversification its sources of cash flow. Ratings could be downgraded if debt/EBITDA increased above 4x or should liquidity weaken due to a prolonged period of unplanned refinery downtime, debt funding of an acquisition, working capital needs, capital spending requirements, excessive distributions, or a prolonged period of margin weakness. Based in Houston, Texas, Par Pacific Holdings, Inc. owns and operates refining, retail and logistics businesses in niche markets through wholly-owned Par Petroleum, LLC. The principal methodology used in these ratings was Refining and Marketing Industry published in November 2016. PATISSERIE VALERIE: Appoints Nick Perrin as Interim CFO ------------------------------------------------------- Camilla Hodgson at The Financial Times reports that cafe chain Patisserie Valerie announced the appointment of an interim chief financial officer on Dec. 5, a month after his predecessor resigned amid the company's near collapse. According to the FT, Nick Perrin will take up the role until the board appoints a permanent CFO. Mr. Perrin's predecessor, Chris Marsh, and Patisserie Valerie's former CEO Paul May resigned weeks after the chain was rocked by accounting irregularities, which prompted a shareholder rescue and investigations by the UK's accounting watchdog and Serious Fraud Office, FT relates. PEPPERELL MILLS: Seeks Authority to Continue Using Cash Collateral ------------------------------------------------------------------ Pepperell Mills Limited Partnership files with the U.S. Bankruptcy Court for the District of Massachusetts a renewed motion seeking authority to use cash collateral generated by rents collected substantially in accordance with the monthly Budget. On Oct. 15, 2018 the Debtor submitted its Disclosure Statement and Plan of Reorganization. The Debtor subsequently amended the Disclosure Statement and Plan on Nov. 2, 2018 and there is a hearing currently scheduled for Dec. 12, 2018 on the adequacy of the Debtor's amended disclosure statement. Accordingly, the Debtor requires cash collateral in order to fund its ongoing operations, maintain the value of the property and to pay certain actual and necessary expenses of the Debtor with respect to the real property owned by the Debtor. The proposed Budget provides total expenses of approximately $38,403 for the month of December 2018. The Debtor and MassDevelopment New Markets CDE #1, LLC entered into certain loan arrangements. As of June 22, 2018, MDFA asserts approximately $3,247,744 due and owing. MDFA claims a first-priority security interest in the Real Property, together with a security interest grant encumbering all fixtures, equipment and all other tangible personal property located on or intended for use in connection with the Real Property, pursuant to the Mortgage and Guaranty, and the leases and rents from the Real Property pursuant to the Assignment of Leases. In March 2008, Fall River Five Cents Savings Bank d/b/a BankFive made a loan to Griffin Manufacturing Company, Inc., as Borrower, in the amount of $5,000,000. The Debtor secured the indebtedness to Griffin with a second mortgage on the Real Property as well as a first lien on the Griffin assets. The Debtor also granted BankFive an interest in all its assets, including rents and leases. In addition, in September 2013, BankFive made a loan to the Debtor in the amount of $673,000, secured by the Debtor's Real property. BankFive is currently owed approximately $2,100,000. In September 2013, JFFR made a loan to Griffin in the principal amount of $250,000. This loan was secured by a mortgage granted by the Debtor. JFFR is owed approximately $260,000. JFFR's mortgage and financing statement grants them an interest in all the Debtor's assets, including accounts and accounts receivables. The Debtor proposes to adequately protect the MDFA for the use of any Cash Collateral as follows: (a) by granting a replacement lien on the property to the extent the lien is properly perfected in pre-petition collateral; (b) by making monthly payments of $7,000 to MDFA; (c) if and to the extent the cash collateral used by the Debtor less the reduction in the Pre-Petition Indebtedness exceeds the value of the Post-Petition Collateral, then MDFA will have a claim under Section 503(b) of the Bankruptcy Code in the amount of the Post-Petition Shortfall which will have priority over all other claims entitled to priority under Section 507(a)(2), with the sole exception of quarterly fees due to the United States Trustee pursuant to 28 U.S.C. Section 1930; (d) by maintaining insurance on Debtor's personal property and by paying all post-petition vendor and other administrative costs on a timely basis; and (e) by continuing to maintain and preserve the property for the benefit of the Estate. A full-text copy of the Debtor's Renewed Motion is available at http://bankrupt.com/misc/mab18-11804-118.pdf About Pepperell Mills Pepperell Mills Limited Partnership, based in Fall River, Massachusetts, filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 18-11804) on May 15, 2018. The Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Christine Laudon, president of Pepperell Mills Associates, general partner. Judge Joan N. Feeney presides over the case. John M. McAuliffe, Esq., at John McAuliffe & Associates, P.C., serves as counsel to the Debtor. PHILMAR CARE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Philmar Care, LLC 16742 Orange Way Fontana, CA 92335 Business Description: Philmar Care, LLC operates an assisted living facility located at 12260 Foothill Blvd. Sylmar, CA 91342. It provides long-term skilled nursing care, other types of care, and social services. Chapter 11 Petition Date: December 7, 2018 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 18-20286 Judge: Hon. Wayne E. Johnson Debtor's Counsel: Ashley M. McDow, Esq. FOLEY & LARDNER LLP 555 South Flower Street, Suite 3300 Los Angeles, CA 90071 Tel: 213-972-4500 Fax: 213-486-0065 E-mail: amcdow@foley.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Philip R. Weinberger, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-20286.pdf PIONEER ENERGY: Joe Freeman Quits as SVP Well Servicing Segment --------------------------------------------------------------- Joe P. Freeman intends to retire from his role as senior vice president of Well Servicing Segment at Pioneer Energy Services Corp., effective Jan. 1, 2019. On Dec. 5, 2018, the Company entered into a Confidential Retirement Agreement and Release of Claims with Mr. Freeman. He will continue as an employee of the Company through his retirement date of May 31, 2019, providing business operations consulting services. Pursuant to the Retirement Agreement, Mr. Freeman agreed to a customary release and restrictive covenants. The Retirement Agreement entitles Mr. Freeman to, among other things: (1) monthly payments of $13,750, paid in accordance with the Company's payroll practices; (2) a lump sum payment of $16,023.65 for accrued, unused vacation time, payable following his retirement date of May 31, 2019, and a payout of his award under the Company's Annual Incentive Program, payable in February 2019; (3) the vesting of unvested restricted cash units and phantom share units will vest in accordance with their terms and conditions on the dates applicable to them; and (4) continued eligibility to participate in the Company's employee benefits plans, programs and arrangements through May 31, 2019. 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. PLATTE COUNTY: Moody's Lowers Rating on NID Bonds to Ba3 -------------------------------------------------------- Moody's Investors Service has downgraded Platte County, MO's Issuer rating to Ba3 from Ba1, the rating on the county's Neighborhood Improvement District bonds (NID Bonds; Series 2008A, 2010, 2011, 2013, and 2016) to B2 from Ba1, and lease appropriation rating on the Special Obligation Refunding and Improvement Building Bonds (Series 2011A) to Caa1 from B1. The outlook remains negative. RATINGS RATIONALE The downgrade of the Issuer rating to Ba3 reflects the county's failure to transfer funds appropriated to fulfill what Moody's believes to be a contractual obligation, subject to annual appropriation by the county, to make payments sufficient to pay principal and interest on the Industrial Development Authority of the County of Platte County, Missouri Transportation Refunding and Improvement Revenue Bonds (Zona Rosa Retail Project), Series 2007 (unrated) and the resulting bond default. The county is also challenging the legality of its obligation by filing a Petition for Declaratory Relief to clarify if the county's obligation is fulfilled by simply appropriating for the Zona Rosa bonds or if said appropriation also obligates the county to actually provide for revenue shortfalls on the Zona Rosa bonds. The county's lack of willingness to pay an obligation in the capital markets calls into question its willingness to pay other obligations. There has been no change in the underlying credit characteristics which, absent the county's current position regarding the IDA bonds, would correspond to a much higher rating. The downgrade of the county's Neighborhood Improvement District bond ratings (Series 2008A, 2010, 2011, 2013, and 2016) to B2 and the two notch distinction from the Issuer rating reflects the more narrow pledge of the bonds. The debt is secured by special assessments levied upon the property benefiting from the improvement, and, if not so paid, from the current income and revenues and surplus funds of the county. However, the county is prohibited from imposing or increasing ad valorem property taxes to satisfy debt service requirements without voter approval as required by the constitution and laws of the State of Missouri; voter approval has not been sought, nor does the county expect to obtain voter approval. While the county made a full faith and credit pledge, there are the structural similarities between the NID bonds, the IDA bonds, and the argument made in the county's Petition for Declaratory Relief filed in November 2018. As such, the risk that the county would not actually utilize current income and revenues and surplus funds to satisfy debt service on the NID bonds should the special assessments prove insufficient is elevated given the county's current position regarding the IDA bonds. The downgrade of the county's lease appropriation rating on the Special Obligation Refunding and Improvement Building Bonds (Series 2011A) to Caa1 reflects the standard two notch distinction from the county's Issuer Rating given appropriation risk and the less essential nature of the project (community centers) and an additional two-notch distinction reflecting the county's lack of willingness to fulfill a contractual obligation on another appropriation lease obligation. RATING OUTLOOK The negative outlook reflects the uncertainty surrounding future payments and the disposition of litigation filed to absolve the county of its obligation to appropriate and transfer certain moneys to the trustee for application to the payment of the bonds. FACTORS THAT COULD LEAD TO AN UPGRADE - County's explicit pledge and trend of fulfilling obligations FACTORS THAT COULD LEAD TO A DOWNGRADE - Failure to appropriate and pay debt service on other obligations beyond the Zona Rosa debt - Decline in fundamental ability to pay LEGAL SECURITY The Issuer rating satisfies its methodological requirement to utilize an implicit (GOULT) rating as the starting point for its analysis of GOLT and Lease Appropriation debt. The NID debt is payable as to both principal and interest from special assessments against real property benefited by the acquisition and construction of improvements paid for from the proceeds of the Bonds within a certain neighborhood improvement district in Platte County, Missouri, and, if not so paid, from current income and revenues and surplus funds of the county. The full faith and credit of the county are irrevocably pledged for payment of principal of and interest on the debt; however, the county may not impose any new or increased ad valorem property tax to pay principal of or interest on the Bonds without the voter approval required by the constitution and laws of the State of Missouri. No such voter approval has been sought or obtained. The Special Obligation Refunding and Improvement Building Bonds lease appropriation debt is payable solely from amount pledged or appropriated by the county each fiscal year. The county did not pledge its full faith and credit and is not obligated to levy taxes or resort to any other monies of the county to pay the principal and interest on the debt. The Industrial Development Authority, Series 2007 bonds are not rated by Moody's and are payable solely from pledged revenues. The authority, Platte County South Transportation Development Districts I and II, and Platte County entered into a financing agreement whereby the county agreed, subject to annual appropriation, to transfer funds to the Trustee in an amount sufficient for the payment of the bonds. PROFILE The county is located on the western border of Missouri (Aaa stable) and is one of thirteen counties in the Kansas City, Missouri-Kansas metropolitan area. The Missouri River is on the county's western and southern borders. The county comprises 421 square miles and as of 2016, the estimated population of was 94,970. METHODOLOGY The principal methodology used in the general obligation ratings was US Local Government General Obligation Debt published in December 2016. The principal methodology used in the lease rating was Lease, Appropriation, Moral Obligation and Comparable Debt of US State and Local Governments published in July 2018. PREFERRED CARE: Transfer of Artesia & Las Cruces Facilities Okayed ------------------------------------------------------------------ Juge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized: (i) Artesia Health Facilities, L.P. to transfer the operations and assets of the San Pedro Nursing and Rehabilitation Center in Artesia, New Mexico, to Artesia Care Holdings, L.L.C.; and (ii) Pinnacle Health Facilities XXXIII, LP to transfer the operations and Assets of Sagecrest Nursing and Rehabilitation Center, a skilled nursing facility in Las Cruces, New Mexico, to Las Cruces Care Holdings, LLC. The respective Lease Terminations are approved and the leases associated with each Facility will be rejected and terminated as of the Closing Date applicable to that Facility. The respective Debtors are authorized to transfer the respective Assets to the respective Purchasers in accordance with the terms of each OTA. The transfer of the Assets to the applicable Purchaser on the Closing Dates, is free and clear of all Interests. Each of the Debtors are authorized and directed to assume, then transfer and assign their respective Assumed Operating Contracts to the applicable Purchaser, subject to the terms of the applicable OTA, free and clear of all Interests. Notwithstanding anything in the Sale Order or the respective OTAs, each Debtor will assume its Provider Agreement and will assign it to the applicable Purchaser, effective on the Closing Date and subject to each Debtor's payments to the United States of America. Notwithstanding anything in the Sale Order or the OTAs, the respective Provider Agreements will be automatically assigned to the respective Purchasers upon a change in ownership, and upon assignment, the respective Provider Agreements will be subject to all applicable Medicare statutes, regulations, policies, procedures and rules, and will be subject to the terms and conditions under which the respective Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicare overpayments and all other monetary liabilities, regardless of whether yet determined by CMS. The respective Provider Agreements and respective Purchasers will be subject to compliance with applicable health and safety standards pursuant to all Medicare statutes, regulations, policies, procedures and rules. Notwithstanding anything in the Sale Order or the OTAs, the respective Debtors and the respective Purchasers will submit all cost reports pursuant to all Medicare statutes, regulations, policies, procedures and rules. Should the Debtors fail to comply with their obligations of this paragraph, the United States will be entitled to suspend payments to the respective Purchaser under the applicable Provider Agreements in accordance with Medicare statutes, regulations, policies, procedures and rules until such time as the required cost reports are filed by the applicable Debtor or Purchaser. The Debtors will cooperate with the Purchasers in the filing of the required cost reports. The respective Debtors and the respective Purchasers will submit all cost reports pursuant to all Medicaid statutes, regulations, policies, procedures and rules. Should the Debtors fail to comply with their obligations, the State of New Mexico will be entitled to suspend payments to the respective Purchaser to the extent that the respective Debtors' Medicaid provider participation agreements are assigned or used by the respective Purchasers in accordance with Medicaid statutes, regulations, policies, procedures and rules until such time as the required cost reports are filed by the applicable Debtor or Purchaser. The Debtors will cooperate with the Purchasers in the filing of the required cost reports. Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d), there is no stay pursuant to Bankruptcy Rule 6004(h) or 6006(d) and the Sale Order will be effective and enforceable immediately upon entry. About Preferred Care Preferred Care, Inc., is a Delaware corporation that is owned by Mr. Thomas Scott. PCI is a holding company for numerous wholly-owned, non-debtor subsidiaries that collectively own four mental health facilities located in Mississippi, a developmental facility in Florida, and a management contract for the operations of a skilled nursing home in Texas. The Debtors, other than PCI, 33 skilled nursing facilities in Kentucky and New Mexico. Their non-debtor affiliates operate an additional 75 skilled nursing facilities in ten additional states. Accordingly, the Debtors and their non-debtor affiliates operate 108 skilled nursing, assisted living and independent living facilities in 12 states (approximately 11,500 beds and 9,300 residents). Preferred Care, Inc., and 33 of its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-44642) on Nov. 13, 2017. The Debtors' bankruptcy proceedings have been jointly administered under the PCI's bankruptcy case. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. The committee tapped Gray Reed & McGraw LLP as its legal counsel. PREFERRED CARE: Transfer of Santa Fe Facility to Diamond Care OK'd ------------------------------------------------------------------ Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Santa Fe Health Facilities, L.P., an affiliate of Preferred Care, Inc., to transfer the operations and the related assets of the Santa Fe Care Center in Santa Fe, New Mexico, to Diamond Care Santa Fe, LLC. The OTA, all exhibits and schedules thereto, and all of the terms and conditions thereof are approved. The Lease Termination is approved and the lease associated with the Facility will be rejected and terminated as of the Closing Date. The transfer of the Assets to the Purchaser is free and clear of all Interests. The Debtor is authorized and directed to assume, then transfer and assign the Assumed Operating Contracts to the Purchaser, subject to the terms of the OTA, which will vest the Purchaser with all right, title and interest in and to the Assumed Operating Contracts, free and clear of all Interests. Notwithstanding anything in the Sale Order or the OTA, the Debtor will assume the Provider Agreements and will assign the relevant Provider Agreement(s) to the Purchaser, effective on the Closing Date and subject to the Debtor's payments to the United States of America. Notwithstanding anything in the Sale Order or the OTA, the Provider Agreements will be automatically assigned to the Purchaser upon a change in ownership, and upon assignment, the Provider Agreements will be subject to all applicable Medicare statutes, regulations, policies, procedures and rules, and will be subject to the terms and conditions under which the Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicare overpayments and all other monetary liabilities, regardless of whether yet determined by CMS. The Provider Agreements and Purchaser will be subject to compliance with applicable health and safety standards pursuant to all Medicare statutes, regulations, policies, procedures and rules. Notwithstanding anything in the Sale Order or the OTA, the Debtor and the Purchaser will submit all cost reports pursuant to all Medicare statutes, regulations, policies, procedures and rules. Should the Debtor fail to comply with its obligations, the United States will be entitled to suspend payments to the Purchaser under the applicable Provider Agreement in accordance with Medicare statutes, regulations, policies, procedures and rules until such time as the required cost reports are filed by the Debtor or the Purchaser. The Debtor will cooperate with the Purchaser in the filing of the required cost reports. Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d), there is no stay pursuant to Bankruptcy Rule 6004(h) or 6006(d) and the Sale Order will be effective and enforceable immediately upon entry. About Preferred Care Preferred Care, Inc., and 33 of its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-44642) on Nov. 13, 2017. The Debtors' bankruptcy proceedings have been jointly administered under the PCI's bankruptcy case. Preferred Care, Inc., is a Delaware corporation that is owned by Mr. Thomas Scott. PCI is a holding company for numerous wholly-owned, non-debtor subsidiaries that collectively own four mental health facilities located in Mississippi, a developmental facility in Florida, and a management contract for the operations of a skilled nursing home in Texas. The Debtors, other than PCI, 33 skilled nursing facilities in Kentucky and New Mexico. Their non-debtor affiliates operate an additional 75 skilled nursing facilities in ten additional states. Accordingly, the Debtors and their non-debtor affiliates operate 108 skilled nursing, assisted living and independent living facilities in 12 states (approximately 11,500 beds and 9,300 residents). An official committee of unsecured creditors has been appointed in the Chapter 11 cases. The committee tapped Gray Reed & McGraw LLP as its legal counsel. PRESCRIPTION ADVISORY: Seeks Approval on $125K Financing, Cash Use ------------------------------------------------------------------ Prescription Advisory Systems & Technology, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware (a) to enter into senior secured and superpriority postpetition financing with William Bast as DIP Lender under the DIP Facility and (b) to use cash collateral in the ordinary course of its business. The proposed DIP Facility would consist of postpetition financing in a total amount of $125,000, inclusive of the Roll-Up Loan in an amount equal to $20,000, subject to the terms and conditions of the DIP Facility. The Proposed DIP Facility Term Sheet will, if authorized, permit the Debtor to reorganize its debt, restructure itself, and move forward profitably. Prior to the Petition Date, in order to fund the prepetition retainer for the Debtor to engage bankruptcy counsel, the DIP Lender provided an advance on the DIP Facility in the amount of $20,000 in the form of a prepetition secured promissory note, which is secured by a first priority and duly perfected lien on substantially all of the Debtor's assets. Among the key terms of the proposed DIP Facility are the following: (a) The Debtor would obtain and unconditionally guaranty the DIP Facility from the DIP Lender in the total amount of $125,000, which includes the Roll-Up Loan. The Debtor and Bast would enter into a promissory note outlining the terms of the DIP Facility. (b) The DIP Facility would be used in compliance with, and according to the terms of, the Initial Budget. (c) Between the time the Interim Order and the Final Order were entered, the Debtor would be authorized to borrow the Interim Advance, in an aggregate principal amount of $80,000. (d) All Senior Prepetition Indebtedness, in an amount of $20,000, would be converted into the DIP Facility as a Roll-Up Loan, and would be deemed to have been incurred under the terms of the DIP Facility with all Prepetition Liens being converted into DIP Liens. (e) The DIP Lender would be granted a superpriority administrative claim, fully secured and with recourse, on the Debtor's pre- and post-petition property in an amount equal to the funds loaned under the DIP Facility. (f) The Debtor would be authorized to use its Cash Collateral, as that term is defined in Section 363 of the Bankruptcy Code. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/deb18-12601-5.pdf About Prescription Advisory Prescription Advisory Systems & Technology, Inc. -- https://www.pastrx.com/ -- is a privately held company that developed a prescription software to deal with prescription overdose epidemic. The Company's product PASTRx is a software that helps doctors treat patients with chronic pain and reduce the abuse of controlled substances. Benefits of PastRx include valuable medical information at a glance, ability to drill down for more detail, automatic checks for many patient risks, reduction in clerical work, and records of compliance. The company was incorporated in 2013 and is based in Jenkintown, Pennsylvania. Prescription Advisory Systems & Technology, Inc. sought bankruptcy protection (Bankr. D. Del. Lead Case No. Case No. 18-12601) on Nov. 13, 2018. In the petition signed by Richard G. Bunker, Jr., CEO, the Debtor estimated assets of $0 to $50,000 and liabilities of $1 million to $10 million. The Debtor tapped Bielli & Klauder, LLC as general counsel. PROMISE HEALTHCARE: U.S. Trustee Appoints Melanie Cyganowski as PCO ------------------------------------------------------------------- Andrew R. Vara, Acting United States Trustee, appoints Melanie L. Cyganowski as the Patient Care Ombudsman for Promise Healthcare Group, LLC. In her Verified Statement, Melanie Cyganowski disclosed that she has no connections with the debtors, creditors, any other parties in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the Office of the U.S. Trustee except that she may have worked or are working with other professionals involved in the Debtors' cases in other cases in which Otterborg were or are involved as a professional to a client, co-counsel, as a retained expert, as an adversary, or as a retained professional. In addition her firm Otterbourg represents Wells Fargo in other matters, but not in connection with the case. Cyganowski believes taht her professional connections will not, in any way, affect or compromise her disinterestedness as PCO in the case. Cyganowski can be reached at: Melanie C. Cynagowski, Esq. OTTERBOURG, P.C. New York, NY Tel: (212) 905 3677 Fax: (212) 682 6104 Email: MCynagowski@Otterbourg.com About Promise Healthcare Group, LLC Established in 2003, Promise Healthcare is a specialty post-acute care health company headquartered in Boca Raton, Florida. Promise Healthcare Group, LLC and its affiliates sought bankruptcy protection on November 4, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12491). The petition was signed by Andrew Hinkelman, chief restructuring officer. The Debtors have total estimated assets of $0 to $50,000 and total estimated liabilities of $50 million to $100 million. The Debtors tapped DLA Piper LLP and Waller Lansden Dortch & Davis, LLP as general counsel; McDermott Will & Emery LLP as special counsel; FTI Consulting, as financial and restructuring advisor; Houlihan Lokey and MTS Health Partners, L.P., as investment bankers; and Prime Clerk LLC as claims agent. On Nov. 14, 2018, the U.S. Trustee appointed a seven-member panel to serve as the official committee of unsecured creditors in the Debtor's case. The Committee tapped Pachulski Stang Ziehl & Jones LLP and Sills Cummis & Gross P.C. as counsel. QUANTUM WELLNESS: May Use Cash Collateral Until January 9 --------------------------------------------------------- Based on Quantum Wellness Botanical Institute, LLC's Cash Collateral Motion, the Existing Cash Collateral Orders, and the agreement set forth on the record between Quantum Wellness, Opus Bank, and American Express Bank, FSB, Bankruptcy Judge Eddward P. Ballinger Jr. authorized the Debtor's use of cash collateral only to pay the ordinary and necessary operating expenses of the Debtor listed in the budget, subject to the conditions set forth in the Agreed Ninth Order through January 9, 2019. With the exception of rent, which is a fixed expense, the Debtor may use cash collateral in amounts up to 5% percent in excess of any line item in the Budget without the prior written consent of Opus Bank or further order of Court. The Agreed Ninth Order does not authorize payments of any Cash Collateral to insiders. The Debtor's Financial Forecast shows total cash outflow from operations and debt service of approximately $337,258 during the period November 5, 2018 to January 7, 2019. American Express filed a secured Proof of Claim with the Court in the amount of $150,226.41, which claim arose from a Business Loan and Security Agreement entered into by American Express and Debtor. American Express agrees that its claim is junior to Opus Bank's secured claim. On September 5, 2018, the Court entered an Approval Order, which approved the Stipulation between Opus Bank, the Debtor, and other obligors under the Opus Loan and Security Documents regarding the treatment of Western Alliance Bank's Claims. The Agreed Ninth Order does not modify the Stipulation or the Approval Order, nor does it extend any deadlines set forth in the Agreement, including the deadline in Section III.H(c) of the Agreement, nor does Opus Bank's agreement to allow the Debtor to use cash collateral through January 9, 2019, under the terms and conditions set forth in the Agreed Ninth Order, constitute an agreement by Opus to extend any deadlines set forth in the Agreement. All Opus Bank's rights under the Agreement and Approval Order are reserved. As further adequate protection to Opus Bank, the Debtor is authorized to make additional post-petition adequate protection payments to Opus Bank in the amount of $30,000, as set forth in the Budget. A full-text copy of the Agreed Ninth Order is available at http://bankrupt.com/misc/azb17-13721-219.pdf About Quantum Wellness Quantum Wellness Botanical Institute, LLC -- http://quantumwellnessbotanicalinstitute.com/-- is a producer of plant-based nutritional supplements based in Scottsdale, Arizona. Quantum Wellness sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-13721) on Nov. 17, 2017. In the petition signed by CEO Fred Auzenne, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Eddward P. Ballinger Jr. presides over the case. Littler PC is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Debtor's Chapter 11 case. QUOTIENT LIMITED: Receives Consents to Modify Senior Secured Notes ------------------------------------------------------------------ Quotient Limited has received consents from the holders of its senior secured notes to certain amendments to the indenture governing the Notes. Franz Walt, Quotient's chief executive officer noted, "the Proposed Amendments include a six-month extension of the final maturity of the Notes to April 2024 and a revision of the Notes' principal amortization (currently scheduled to commence semi-annually beginning April 2019) to commence April 2021, in order to better align the maturity and amortization schedule with our financial goals. Mr. Walt added, "the revised amortization schedule will defer approximately $39.6 million of principal amortization currently scheduled to occur between April 2019 and April 2021. In addition, the Proposed Amendments include a one-year extension of the optional redemption call schedule to October 2022." Modifications of Senior Secured Notes The Company issued an initial $84.0 million aggregate principal amount of the Notes in October 2016 and an additional $36.0 million aggregate principal amount of the Notes in June 2018. In connection with the issuance of the Notes, the Company sold to the purchasers the right to receive, in the aggregate, a payment equal to 2% of the aggregate net sales of MosaiQ instruments and consumables in the donor testing market in the European Union and the United States (the Royalty Right). On Dec. 4, 2018, the Company entered into a first supplemental indenture (the Supplemental Indenture) to modify the terms of the Notes as follows: * extend the maturity date of the Notes to April 15, 2024 * revise the principal amortization schedule as follows: Payment Date Amount* ------------ ------------ April 15, 2021 $10,000,000 October 15, 2021 $10,000,000 April 15, 2022 $15,000,000 October 15, 2022 $20,000,000 April 15, 2023 $20,000,000 October 15, 2023 $20,000,000 April 15, 2024 $25,000,000 Amounts reflected in the table are based on the $120.0 million aggregate principal amount of the notes outstanding * revise the periods and redemption prices related to the optional redemption provisions of the Notes as follows: Redemption Period Price ------ ---------- From and including Oct. 14, 2018 to and including October 13, 2019 112.00% From and including October 14, 2019 to and including October 13, 2020 112.00% From and including October 14, 2020 to and including October 13, 2021 106.00% From and including October 14, 2021 to and including October 13, 2022 103.00% From and including October 14, 2022 and thereafter 100.00% * Permit the Company to issue up to an additional $25.0 million aggregate principal amount of Notes following the European CE marking of the Company's initial MosaiQTM IH Microarray In consideration for these modifications, the Company has agreed to pay to the noteholders a one-time consent payment of $32.50 per $1,000 principal amounts of Notes (the Consent Fee) and agreed to increase the aggregate amount of the Royalty Right from 2% to 3%. The Supplemental Indenture became effective on Dec. 4, 2018, but the Proposed Amendments will not become operative until the Depository Trust Company issues certain proxies formally confirming the noteholders' ability to act as record holders of the notes, the Company pays in full the Consent Fee and the Company and each of the noteholders enter into the related royalty rights agreements. The Company expects to pay the Consent Fee and enter into the royalty rights agreements promptly following the receipt of such proxies, which the Company expects to occur by year end 2018. About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. As of Sept. 30, 2018, the Company had $154.53 million in total assets, $169.27 million in total liabilities and a total shareholders' deficit of $14.73 million. Quotient reported a net loss of $82.33 million for the year ended March 31, 2018, compared to a net loss of $85.06 million for the year ended March 31, 2017. The report from the Company's independent accounting firm Ernst & Young LLP, in Belfast, United Kingdom, the Company's auditor since 2007, on the consolidated financial statements for the year ended March 31, 2018, includes an explanatory paragraph stating that the Company has recurring losses from operations and planned expenditure exceeding available funding, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. RAGGED MOUNTAIN: Unsecured Creditors to Get 10% Over 5 Years ------------------------------------------------------------ Ragged Mountain Equipment, Inc., filed with the U.S. Bankruptcy Court for the District of New Hampshire an amended disclosure statement explaining its corrected Chapter 11 plan dated November 21, 2018. The Amended Disclosure Statement provides that the Debtor has lost money so far in the Chapter 11, but it is in the slow season. The Debtor is confident that based upon its recent working capital loan and the upcoming busy season that it will obtain profitability. The Debtor is currently in control of its affairs. The Plan is a bootstrap plan funded by operations for a 5-year period. The recovery under the Plan for general creditors is expected to be 10% paid out over 5 years. The Debtor anticipates a January 30, 2019 date for commencement of the payments under the Plan. The Plan proposes that Class 1 is Eastern Bank’s secured claim is made up of two separate loans. Only one of the loans carries and SBA guarantee. Eastern Bank holds a first priority all asset lien in the assets of the Debtor in the amount of approximately $327,887. Eastern will be paid as follows: approximately $2,485.92 per month for 60 months at 6% interest amortized over 18 years, with a balloon payment due of the then principal and interest and any charges due 60 months after the effective date of the Plan. Eastern will calculate the exact amount due as of the closing date which shall be approximately $330,000, and the balance due will be remitted in one or two promissory notes which will total that payoff amount determined by the bank and said Note will provide for interest at 6%. Eastern will retain its lien. Eastern is impaired. Class 2 is a secured claim of Northway Bank. Northway Bank holds a first priority all asset lien in the assets of the Debtor in the amount of approximately $94,442. Northway will be paid as follows: $623.28 per month for 60 months at 5% interest amortized over 20 years, with a balloon payment due of the then principal and interest and any charges due 60 months after the effective date of the Plan. Northway will retain its lien. Northway is impaired. Class 5 consists of 503(b)(9) Claims totaling approximately $40,314.31 of which Polartec’s claim is $38,621.03. Polartec has agreed, conditioned upon the Bankruptcy Court’s approval of the Debtor and Polartec’s settlement agreement described herein and confirmation of the Plan to convert its 503(b)(9) claim into an allowed general unsecured claim in the amount of $38,621.03. The remaining Class 5 claim(s) in the amount of $1,693.28 will be paid in full in cash on the Effective Date unless compromised. Class 6 consists of general unsecured claims of $1,000 or greater. General Unsecured Claims total approximately $1.6 million and shall be paid in a prorated amount from cash flow commencing January 2019. Payments shall be made in the amount of $2,667 monthly. The Debtor may reserve the monthly payments and disburse them when there is a meaningful amount for a dividend, but no more than 90 days. Payments shall be made over 5 years and total 10% on the dollar. General Unsecured Claimholders are impaired. In addition, all net proceeds (net of attorney’s fees and attorney fee Administrative Expenses) from any Chapter 5 claims will be paid to unsecured claimholders. Class 6A consists of Administrative Convenience Class. The Administrative Convenience Class shall include general unsecured claims that total less than $1,000. This class shall be paid 10% of their claim in full satisfaction of their claim on the Effective Date. Claims total $8,814.87. Claims in this class are impaired. Class 6B consists of insider and inter-company debt. Insider and Inter-Company debt of Hansen and Hurricane will be subordinated and paid if and only if all senior claims are paid in full. The expected recovery is zero. Class 7 consists of equity. The members will retain their equity in the same percentages as they held them pre-petition. Robert Nadler is in Chapter 7 Bankruptcy and he has settled with his Trustee by paying her $3,000 for any interest she can assert in the combined equity of Hurricane or Ragged. Payment shall be made in six equal monthly installments of $500 commencing January, 2019. Payment shall be loaned to Nadler by Ragged in $500 installments for 6 consecutive months with interest at 6%. Nadler shall commence repayment of the obligation at the commencement of the third year of the Ragged Plan in $100 installments plus accrued interest, until paid in full. By taking such action, Ragged and Hurricane prevent the Trustee from exercising any rights to remove management and disrupt the reorganization efforts. Upon entry of the Order of Confirmation, a Disbursing Agent shall perform the tasks listed in the Plan as otherwise described in the Plan. The Disbursing Agent shall be the Debtor. The Disbursing Agent will not be required to post a bond. The Disbursing Agent will be authorized to exercise and perform the rights, powers, and duties held by the Estate, including, without limitation, the authority under Section 1123(b)(3) of the Bankruptcy Code to provide for the prosecution, settlement, adjustment, retention, and enforcement of claims and interests of the Estate, including, but not limited to, any Avoidance Actions and objections to claims, and the authority to exercise all rights and powers under Sections 1106, 1107, and 1108 of the Bankruptcy Code. The Disbursing Agent shall be authorized, without further order of the Court, to employ and pay accountants and lawyers as needed for ordinary course work, for bankruptcy work attorneys shall be employed. Any person or entity holding a Claim arising from the rejection of any executory contract shall hold an Unsecured Claim against the Debtor’s estate and shall file a Proof of Claim for any damages arising from such rejection within 30 days of rejection or such further time as shall be designated by the Bankruptcy Court or be forever barred from asserting such Claim. All executory contracts not specifically rejected or expressly assumed and assigned by the Debtor during the Chapter 11 Case or pursuant to the Plan shall be deemed rejected on the Effective Date of the Plan. Notwithstanding the foregoing, the real estate lease between Hurricane and Ragged shall be re-written under terms as provided in the cash flows as of the Effective Date. Rent shall be $5,000 per month/triple net. Pre-bankruptcy, Hurricane Mountain Equipment, LLC, and the Debtor had a lease for a term of years at $5,000 per month rent, triple net. Counsel advised prior to the petition date that the lease be converted into a month to month lease as it would be more flexible in a Chapter 11 and the parties were related. Apparently, this arrangement was never memorialized in a writing. The Debtor remained under the impression that the original lease governed and acted accordingly. Counsel did not treat the lease as a term of years and did not extend the deadline to assume or reject it, so it was deemed rejected in June, 2018. Counsel’s representations in Court on this issue were wrong and Counsel apologizes for the error. Counsel has also learned that due to its limited resources, the Debtor did not pay Hurricane six months of rent during the Chapter 11 and therefore has an outstanding rental obligation to Hurricane of $30,000. The Debtor realizes this issue will be troublesome to parties-in-interest, but the Debtor wanted to make sure all its unrelated creditors were paid first in the Chapter 11 proceedings, and left the unpaid obligations to those it could control, like inter-company rent. The Debtor does not have the funds to pay the outstanding rental obligations at confirmation. If confirmation is denied and the cases were converted, other than a minor distribution from potential preference recoveries, no creditor would be paid any distribution in either case except certain secured creditors (who would receive substantially less without a “going concern” business). The Debtor proposes to enter into a new lease with Hurricane on terms consistent with the Plan of $5,000 per month, triple net, to perform that lease (which it has to demonstrate is feasible to confirm its Plan). Resolution of the claim only impacts Hurricane’s lender, M & T Bank, who has a security interest in rent but has yet to appear in this case. The post-petition unpaid rent obligation shall be paid to M & T Bank and amortized at 6% over 20 years so that the total obligation to M & T Bank is $430,000 ($400,000 real estate and $30,000 rent arrearage). A full-text copy of the Third Amended Disclosure Statement is available for free at http://bankrupt.com/misc/nhbke18-10091-0180.pdf About Ragged Mountain Equipment Ragged Mountain Equipment, Inc., doing business as Durable Designs -- http://raggedmountain.com/ --operates a sporting goods store in Intervale, New Hampshire. The company offers equipment for camping, climbing, skiing, and pets such as handwear, gaiters, headgear, luggage and buckles. Ragged Mountain Equipment and its affiliate Hurricane Mountain Equipment LLC filed Chapter 11 petitions (Bank. D.N.H. Case Nos. 18-10091 and 18-10092) on Jan. 25, 2018. In the petitions signed by Robert D. Nadler, authorized representative, Ragged Mountain disclosed $627,408 in assets and $2,060,000 in liabilities; and Hurricane Mountain estimated $500,000 to $1 million in assets and $500,000 to $1 million in liabilities. Steven M. Notinger, Esq., at Notinger Law, PLLC, serves as counsel to the Debtors. REMARKABLE HEALTHCARE: Comerica Bank Objects to Plan Disclosures ---------------------------------------------------------------- Comerica Bank files its Objection to Disclosure Statement explaining Remarkable Healthcare of Carrollton, LP, et al.'s joint plan of reorganization, complaining that the Disclosure Statement does not contain adequate information in order for latter to decide whether to vote for the Plan. Further, the Plan, as filed, is patently unconfirmable. The Disclosure Statement therefore cannot be approved. The creditor points out that the Debtors effectively admit in their Disclosure Statement that without a lender selected and the proposed exit financing in place, they do not know what amounts creditors will receive under the Plan and that the Disclosure Statement is deficient, as filed. Comerica further points out that it requested at multiple times that the Debtors provide a term sheet, showing a summary of the terms with the prospective lender, and, in a "waterfall" analysis, showing how the funds from any financing would be distributed to creditors, and ultimately how Comerica would be treated in the waterfall. As of the filing of this Objection, according to Comerica, it still does not know who the "new lender" is, what the terms are of the financing deal, or how Comerica would actually be treated in a waterfall.3 We do not even know if there is even really a deal. The creditor asserts that the Debtors have been reticent to share crucial information with Comerica -- the largest creditor in these Bankruptcy Cases -- which Comerica needs to assess its position and to determine whether it would vote for the Debtors proposed plan. Attorneys for Comerica Bank: Joseph J. Wielebinski, Esq. Jason A. Enright, Esq. WINSTEAD PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201 Tel: (214) 745-5400 Fax: (214) 745-5390 About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in assets and liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. The Office of the U.S. Trustee on March 19, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Searcy & Searcy, P.C., as its legal counsel. REMARKABLE HEALTHCARE: Landlords Object to Disclosure Statement --------------------------------------------------------------- WAG Development, Ltd., Guadalupe NH Development, Ltd., Mustang NH, LLC, and GMP Dallas NH, Ltd., filed a joinder to Comerica Bank's Objection to Disclosure Statement explaining Remarkable Healthcare of Carrollton, LP, et al.'s joint plan of reorganization. The Landlords join in all objections and all requests for relief made by Comerica Bank in the Objection. Counsel for Landlords: Aaron Z. Tobin, Esq. J. Seth Moore, Esq. Kendal B. Reed, Esq. CONDON TOBIN SLADEK THORNTON, PLLC 8080 Park Lane, Suite 700 Dallas, Texas 75231 Telephone: (214)265-3800 Facsimile: (214)691-6311 Email: atobin@ctstlaw.com smoore@ctstlaw.com kreed@ctstlaw.com About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in assets and liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. The Office of the U.S. Trustee on March 19, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Searcy & Searcy, P.C., as its legal counsel. REPUBLIC METALS: To Send Inventory Sale Proceeds to Lenders ----------------------------------------------------------- Republic Metals Refining Corporation and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a supplement to their cash collateral motion to explain the basis of the proposal to pay senior lenders the cash proceeds from the sale of the Debtors' inventory as adequate protection for the use of cash collateral. The senior lenders in this case are Cooperatieve Rabobank U.A., New York Branch, Brown Brothers Harriman & Co., Bank Hapoalim B.M., Mitsubishi International Corporation, ICBC Standard Bank Plc, Techemet Metal Trading LLC, Woodforest National Bank and Bank Leumi USA. The Senior Lenders are collectively owed over $177 million by the Debtors under certain Credit and Lease Agreements. The obligations under the Credit and Lease Agreements are secured by valid and perfected liens on substantially all of the Debtors' assets, including the Debtors' inventory and the Debtors' cash. Pursuant to the Interim Order entered on Nov. 8, 2018, the Senior Lenders have consented to the Debtors' use of nearly $16 million of their collateral to fund the costs and expenses of administering the first 13 weeks of the Chapter 11 Cases pursuant to the agreed Initial Budget attached to the Interim Order. An integral part of the Motion and the Senior Lenders' consent to the use of their collateral is the Debtors' proposed payment to the Senior Lenders of the cash proceeds from the sale of the Debtors' inventory as adequate protection (the "Inventory Payments"). As of the Petition Date, the Debtors had approximately $8.56 million of cash on hand and approximately $141.2 million of inventory. All of the Debtors' cash and the Debtors' inventory constitute the Senior Lenders' collateral. According to the Interim Budget, the Debtors expect to generate approximately $129.4 million in cash from the sale of inventory during the period from the Petition Date through February 2, 2019. Of this amount, the Debtors' intend to make cash disbursements for operating expenses and non-operating disbursements of nearly $16 million. After establishing a $5 million cash reserve, approximately $117 million will remain from the Debtors' inventory. The Debtors and the Senior Lenders submit that the Senior Lenders are entitled to the Inventory Payments as adequate protection for the following reasons: (a) The Debtors' efforts to sell their business prepetition as a going concern were unsuccessful. While the Debtors continue to solicit bids for their non-inventory assets, the Debtors are currently in the process of liquidating substantially all of their existing inventory. Following the inventory liquidation, the Debtors' refining operations will be transitioned into "care and maintenance" status -- no material amounts of new inventory will be acquired and the Senior Lenders' collateral will not be replaced in material amounts. As a result, every dollar used by Debtors during these proceedings will reduce the Senior Lenders' collateral on nearly a dollar-for-dollar basis. (b) The Senior Lenders hold prepetition liens on substantially all of the Debtors' assets, including all of the Debtors' inventory. Although the proposed Final Order provides the Senior Lenders with replacement liens, the Debtors do not have meaningful unencumbered assets. Accordingly, the replacement liens are of limited value and do not adequately protect the Senior Lenders for the unavoidable postpetition diminution in value of their collateral, including the Debtors' use without replenishment of approximately $16 million of cash collateral over the term of the Initial Budget. The Debtors have no other means to provide the Senior Lenders with adequate protection other than the Inventory Payments. (c) No party other than the Senior Lenders has filed a claim asserting a lien on the Debtors' inventory. However, the Debtors and the Senior Lenders recognize that the inventory sale proceeds may be subject to competing claims by Suppliers. The Debtors and the Senior Lenders will agree to escrow any amount that a Supplier can establish it has a valid right in pending further order of the Court in order to eliminate any harm or prejudice from the Inventory Payments. (d) The Senior Lenders will bear the entire burden of financing the Chapter 11 Cases, including the Debtors' inventory liquidation, any non-inventory sales process and all associated professional fees. As a result, the Senior Lenders must be adequately protected for the Debtors' use of their collateral. A full-text copy of the Supplement to the Motion is available at http://bankrupt.com/misc/nysb18-13359-78.pdf About Republic Metals Refining Corp. Founded in 1980, Republic Metals Refining Corporation and its affiliates are refiner of precious metals with a primary focus on gold and silver. They have the capacity to produce approximately 80 million ounces of silver and 350 tons of gold, along with over 55 million pieces of minted products per annum. Suppliers ship unrefined gold and silver to Republic for refining from all over The United States and the Western Hemisphere. They provide their products and services to a diverse base of global mining corporations, financial institutions and jewelry manufacturers. Republic Metals Refining, Republic Metals Corporation and Republic Carbon Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on Nov. 2, 2018. In the petition signed by CRO Scott Avila, Republic Metals Refining estimated assets of $1 million to $10 million and liabilities of $100 million to $500 million. The Debtors tapped Akerman LLP as their legal counsel; Paladin Management Group, LLC as financial advisor; and Donlin, Recano & Company, Inc. as its claims and noticing agent. RGIS SERVICES: Moody's Lowers CFR to Caa1, Outlook Stable --------------------------------------------------------- Moody's Investors Service downgraded RGIS Services, LLC's Corporate Family Rating and senior secured credit facilities ratings to Caa1 from B3. Concurrently, Moody's affirmed the company's Probability of Default Rating at Caa1-PD. The ratings outlook is stable. The CFR and credit facilities ratings downgrades reflect Moody's expectations that continued earnings declines will lead to weakening credit metrics, including Moody's-adjusted EBITA/interest expense below 1.0 times, a lower estimated recovery rate than originally expected and deteriorating liquidity over time. The PDR affirmation reflects the view that RGIS should be able to negotiate an amendment to its covenants, if needed, as Moody's projects that RGIS will be unable to meet its net leverage maintenance covenant test in 2019. The PDR affirmation also reflects Moody's expectation that RGIS will maintain adequate liquidity over the next 12-18 months, including sufficient cash balances and revolver availability, breakeven to modestly negative free cash flow, and a lack of near-term debt maturities. Moody's took the following rating actions for RGIS Services, LLC: - Corporate Family Rating, downgraded to Caa1 from B3 - Probability of Default Rating, affirmed Caa1-PD - $35 million senior secured revolving credit facility expiring 2022, downgraded to Caa1 (LGD3) from B3 (LGD3) - $460 million senior secured term loan due 2023, downgraded to Caa1 (LGD3) from B3 (LGD3) - Outlook, Changed to Stable from Negative RATINGS RATIONALE RGIS' Caa1 Corporate Family Rating reflects the ongoing deterioration in the company's operating performance as a result of rising US wages, competitive pressure and secular changes in bricks-and-mortar retail, including lower inventory levels and store closures. Moody's expects that these factors will continue to offset the company's US price, productivity and cost cutting initiatives and its international growth. As a result, Moody's projects debt/EBITDA to increase in the next 12-18 months to the low-6 times from 6 times (Moody's-adjusted, as of LTM Q3 2018), and EBITA/interest expense to decline below 1.0 times from 1.2 times. The rating is supported by RGIS' overall adequate liquidity over the next 12-18 months. Also supporting the rating are the company's long-standing relationships with its largest customers, leading market share, national footprint in the U.S., and meaningful international diversification. Physical inventory verification is a recurring activity necessary to comply with accounting standards for retailers, which have largely outsourced the service for store counts to third party providers such as RGIS. The stable outlook reflects Moody's expectations for continued moderate earnings declines and adequate overall liquidity, albeit predicated on Moody's view that RGIS will be able to negotiate an amendment of its covenants. The ratings could be downgraded if liquidity deteriorates, including negative free cash flow generation or meaningful revolver utilization, or operating performance declines more than anticipated. The ratings could be upgraded if the company reverses its operating performance declines on a sustained basis, while maintaining at least adequate liquidity, including positive free cash flow generation, ample unused revolver capacity and good covenant cushion. Quantitatively, the ratings could be upgraded if debt/EBITDA is sustained below 5.5 times and EBITA/interest expense above 1.1 times. RGIS Services, LLC, a wholly-owned subsidiary of RGIS Holdings, LLC, provides inventory counting services primarily to retailers throughout North America, South America, Asia, Australia, and Europe. Revenues for the twelve months ended September 30, 2018 were approximately $645 million, with about 43% of total revenues generated outside the US. The company has been majority-owned by the Blackstone Group since 2007. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. RIO MALL: Seeks to Hire Mertz Corporation as Broker --------------------------------------------------- Rio Mall, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Mertz Corporation d/b/a NAI Mertz, as broker to the Debtor. Rio Mall requires Mertz Corporation to market and sell the Debtor's real property located at Rio Grande, New Jersey, a shopping center known as Rio Mall. Mertz Corporation will be paid as follows: (a) a commission of 4% of the Sale price if there is a bid against the Stalking Horse made by a person other than secured creditor, Investors Bank; (b) $25,000 if the only bid is the $4.5 million stalking horse bid; and (c) $25,000 if the sale converts to a private sale with no auction. Fred Meyer, executive vice president of Mertz Corporation d/b/a NAI Mertz, 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. Mertz Corporation can be reached at: Fred Meyer Mertz Corporation d/b/a NAI Mertz 21 Roland Avenue Mt. Laurel, NJ 08054-1096 Tel: (856) 234-9600 Fax: (856) 234-4957 About Rio Mall, LLC Rio Mall, LLC, is a real asset company whose principal assets are located at 3801 Route 9 South Rio Grande, NJ 08242. Rio Mall, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-17840), on June 28, 2018. In the petition signed by Bruce Frank, manager, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Erik P. Kimball. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page PA, is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ROC N RAMEN: Seeks to Hire Bronson Law Offices as Counsel --------------------------------------------------------- Roc N Ramen 914, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Bronson Law Offices, P.C., as counsel to the Debtor. Roc N Ramen requires Bronson Law Offices to represent the Debtor in the Chapter 11 bankruptcy proceedings. Bronson Law Offices will be paid at these hourly rates: Attorneys $400 Paralegals $120 Bronson Law Offices will also be reimbursed for reasonable out-of-pocket expenses incurred. H. Bruce Bronson, partner of Bronson Law Offices, 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 Debtors and their/its estates. Bronson Law Offices can be reached at: H. Bruce Bronson, Esq. BRONSON LAW OFFICES, P.C., 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 About Roc N Ramen 914 Roc N Ramen 914, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-22062) on Jan. 19, 2016. The Debtor hired H. Bruce Bronson, partner of Bronson Law Offices, P.C., as counsel. ROCK SPRINGS: Seeks to Hire Willis & Wilkins as Attorney -------------------------------------------------------- Rock Springs Energy Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Willis & Wilkins, LLP, as attorney to the Debtor. Rock Springs requires Willis & Wilkins to: a. give the Debtor legal advice with respect to its power and duties as debtor-in-possession in the continued operation of its personal management of its property; b. take necessary action to collect property of the estate and file suits to recover the same; c. represent the Debtor as debtor-in-possession in connection with the formulation and implementation of a Plan of Reorganization and all matters incident thereto; d. prepare on behalf of the Debtor as debtor-in-possession necessary applications, answers, orders, reports and other legal papers; e. object to disputed claims; and f. perform all other legal services to the Debtor as Debtor- in-Possession which may be necessary herein. Willis & Wilkins will be paid at the hourly rate of $375. Willis & Wilkins will be paid a retainer in the amount of $35,000. Willis & Wilkins will also be reimbursed for reasonable out-of-pocket expenses incurred. James Samuel Wilkins, partner of Willis & Wilkins, 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. Willis & Wilkins can be reached at: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP 711 Navarro St. Suite 711 San Antonio, TX 78205 Tel: (210) 271-9212 Fax: (210) 271-9389 E-mail: jwilkins@stic.net About Rock Springs Energy Group 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. Rock Springs Energy Group filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52772) on Nov. 28, 2018. In the petition signed by Alberto Schroeder, manager, the Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Ronald B. King presides over the case. James Samuel Wilkins, Esq., at Willis & Wilkins, LLP, serves as bankruptcy counsel. SANDOVAL FAMILY: $890K Sale of San Antonio Property to Cross Okayed ------------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized Sandoval Family Limited Partnership's sale of the real property located at 811 Corinne Drive, San Antonio, Texas, NCB 12170 Blk Lot 2 - Exc S IRR 25 Ft, to Cross Development Acquisitions, LLC or its assigns for $890,000. The sale is free and clear of all liens, claims, Interests, and encumbrances, with all such liens, claims, Interests, encumbrances and liabilities to transfer and attach to the sale proceeds. The Liens in favor of the ad valorem taxing authorities for amounts attributable to the year in which the sale occurs will remain against the Real Property. The secured Municipality Debt liens pertaining to the Real Property will attach to the sales proceeds and the Debtor (or the closing agent acting on behalf of the Debtor) will pay all secured Municipality Debts incident to the Real Property immediately upon closing and prior to any disbursement of proceeds to any other person or entity. The Debtor (or the closing agent acting on behalf of the Debtor) is authorized and directed to immediately disburse funds for the following costs of sale and claims in the following order of priority: (i) costs of sale including but not limited to broker's fees, title policy fees, closing costs; (ii) Falcon Bank's secured claim; (iii) Edward Lavin's secured claim of $6,333; (iv) quarterly bankruptcy fees; and (v) the Travelers Insurance claim at 90% of the net sales proceeds as described in the Sale Motion. Should the closing of the sale of the subject property occur after Dec. 31, 2018, the year 2018 and prior ad valorem tax lien will attach to the sale proceeds and the closing agent will pay all ad valorem taxes owed incident to the subject property immediately upon closing and prior to any disbursement of proceeds to any other person or entity and the ad valorem taxes for year 2019 pertaining to the subject property will be prorated in accordance with the Earnest Money Contract and will become the responsibility of the Purchaser and the year 2019 ad valorem tax lien will be retained against the subject property until said taxes are paid in full. If there exists a dispute regarding any distribution, the disputed funds will be held in the Smeberg Law Firm, PLLC IOLTA account until further order of the Court; however, the disbursing agent may distribution undisputed distributions to the remaining claimants. The Order does not confirm or validate the claim of any creditor or party in interest. Within 10 days of the date of sale, the Debtor will cause its counsel to file a report of sale with the Court that gives a full accounting of all distributions under the sale. The Debtor or any party in interest will have 90 days after the date of sale to objection to any distribution under the sale. If no objection is made to a distribution under the sale within 90 days of the date of sale, the distribution will be deemed final and in full satisfaction of the creditor's debt. Notwithstanding any provision to the contrary, the ad valorem taxes for years 2018 and prior pertaining to the Real Property will be prorated in accordance with the Purchase Agreement and paid or retained against the Real Property until such taxes are paid in full. Notwithstanding the provisions of the Bankruptcy Rule 6004 or any applicable provisions of the Local Rules, the Order will not be stayed for 14 days after its entry, but will be effective and enforceable immediately upon entry. Time is of the essence in closing the transaction, and the Debtor and the Purchaser intend to close the Sale as soon as practicable. Any party objecting to the Order must exercise due diligence in filing an appeal and pursuing a stay, or risk its appeal being foreclosed as moot. About Sandoval Family LP The Sandoval Family Limited Partnership, based in Boerne, Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-51022) on April 30, 2018. In the petition signed by Joseph Sandoval, trustee, The Sandoval Family Trust, general partner, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Craig A. Gargotta presides over the case. Ronald Smeberg, Esq., at Smeberg Law Firm, PLLC, serves as bankruptcy counsel to the Debtor. SCIENTIFIC GAMES: Gavin Isaacs Quits as Director ------------------------------------------------ Gavin M. Isaacs notified Scientific Games Corporation of his resignation as vice chairman and as a member of the Board of Directors of the Company. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Scientific Games reported a net loss of $242.3 million for the year ended Dec. 31, 2017, compared to a net loss of $353.7 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Scientific Games had $7.52 billion in total assets, $10.14 billion in total liabilities and a total stockholders' deficit of $2.61 million. SEARS HOLDINGS: Creditors Panel Hires Akin Gump as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Sears Holdings Corporation, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Akin Gump Strauss Hauer & Feld LLP, as counsel to the Committee. The Committee requires Akin Gump to: a. advise the Committee with respect to its rights, duties and powers in the Chapter 11 cases; b. assist and advise the Committee in its consultations and negotiations with the Debtors and other parties in interest relative to the administration of the Chapter 11 cases; c. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their insiders and of the operation of the Debtors' businesses; e. assist the Committee in its analysis of, and negotiations with the Debtors or any third party concerning matters related to, the assumption or rejection of certain leases of non-residential real property and executor contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; f. assist and advise the Committee as to its communications with the general creditor body regarding significant matters in the Chapter 11 cases; g. represent the Committee at all hearings and other proceedings before the bankruptcy court; h. review and analyze applications, orders, statements of operations and schedules filed with the bankruptcy court and advise the Committee as to their propriety and, to the extent deemed appropriate by the Committee, support, join or object thereto; i. advise and assist the Committee with respect to any legislative, regulatory or governmental activities; j. assist the Committee in its review and analysis of the Debtors' various agreements; k. prepare, on behalf of the Committee, any pleadings, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or the Chapter 11 cases; l. investigate and analyze any claims belonging to the Debtors' estates; and m. perform such other legal services as may be required or are otherwise deemed to be in the interest of the Committee in accordance with the Committee's powers and duties, as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Akin Gump will be paid at these hourly rates: Partners $840 to $1,695 Senior Counsels $575 to $1,325 Counsels $590 to $990 Associates $250 to $915 Paraprofessionals $160 to $430 Akin Gump will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Akin Gump did not agree to any variations from, or alternatives to, its standards or customary billing arrangements. b. No rate for any of the professionals included in the engagement varies based on the geographic location of the bankruptcy case. c. Akin Gump did not represent any member of the Committee in the Debtors' Chapter 11 case prior to its retention by the Committee. d. Akin Gump expects to develop a prospective budget and staffing plan to comply reasonably with the U.S. Trustee's request for information and additional disclosures, as to which Akin Gump reserves all rights. e. The Committee has approved Akin Gump proposed hourly billing rates. Ira S. Dizengoff, partner of Akin Gump Strauss Hauer & Feld 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 (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. Akin Gump can be reached at: Ira S. Dizengoff, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 About Sears Holdings Corp Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel, M-III Partners is serving as restructuring advisor, and Lazard Freres & Co. LLC is serving as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 on Oct. 24, 2018, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Akin Gump Strauss Hauer & Feld LLP, as counsel. SEARS HOLDINGS: U.S. Trustee Appoints Elise Frejka as CPO --------------------------------------------------------- William K. Harrington, United States Trustee for Region 2, appoints Elise S. Frejka as Consumer Privacy Ombudsman for Sears Holdings Corporation, et al. The CPO's appointment was made in respect of the transactions set forth in Orders of the Bankruptcy Court Approving (1) the Bidding Procedures for the sale of Sears Home Improvement Business and (2) the Global Bidding Procedures to sell the Debtors' assets. Elise Frejka established in her Verified Statement that she is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14) in connection with her appointment as the Consumer Privacy Ombudsman in the jointly administered chapter 11 cases of Sears Holdings Corporations and its debtor affiliates. Frejka can be reached at: Elise S. Frejka, Esq. FREJKA PLLC 420 Lexington Avenue, Suite 310 New York, NY 10170 About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel, M-III Partners is serving as restructuring advisor and Lazard Freres & Co. LLC is serving as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. SENIOR OAKS: Seeks to Hire Davis & Davis as Attorney ---------------------------------------------------- Senior Oaks, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Davis & Davis, PLLC, as attorney to the Debtor, substituting David L. Lord and Associates, P.A. Senior Oaks requires Davis & Davis to: a. advise the Debtor as to its rights, duties, and powers as a Debtor-in-Possession; b. prepare and file the statements, schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in the bankruptcy case, specifically excluding adversary documents and pleadings, and prepare one or more plans of reorganization for the Debtor; c. represent the Debtor at all hearings, meeting of creditors, conferences, trials, and other proceedings in the bankruptcy case, specifically excluding adversary proceedings; and d. perform such other legal services as may be necessary in connection with the bankruptcy case. Davis & Davis will be paid at these hourly rates: Attorneys $275 Paralegals $85 Davis & Davis will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher A. Davis, partner of Davis & Davis, PLLC, 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. Davis & Davis can be reached at: Christopher A. Davis, Esq. DAVIS & DAVIS, PLLC 2550 Marshall Rd., Suite 300 Biloxi, MS 39531 Tel: (228) 275-9922 Fax: (228) 275-9881 E-mail: davislaw@cablone.net About Senior Oaks Senior Oaks, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 17-52141) on Oct. 30, 2017. In the petition signed by its owner, Brenda Lee Chapman, the Debtor estimated $100,000 to $500,000 in both assets and liabilities. The Debtor originally tapped as counsel David L. Lord and Associates, P.A., which was later replaced by Davis & Davis, PLLC. SEUNG N. KIM: $975K Sale of College Point House to Chen OK'd ------------------------------------------------------------ Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York authorized Seung N. Kim's sale of the real estate property located at 503 119th Street, College Point, New York to Chia Fu Chen for $975,000. A hearing on the Motion was held on Nov. 14, 2018. The sale is free and clear of all judgments, liens, and encumbrances of any kind or nature; with any judgments, liens, and encumbrances will attach to the sale proceeds. The Debtor will be authorized and directed to pay (i) the amount due to Bank of New York c/o Shellpoint Mortgage Servicing which is the mortgagee of the "House" upon the closing of sale as the balance due; and (ii) $25,000 to Eagle Realty, upon the filing with the Court a report of the sale without the need for further Court order. The proceeds of the sale will be used to satisfy the transfer tax, title pick up fees, title fees, all open real estate taxes, closing attorney fee, and any other reasonable and/or necessary expense of sale. The Debtor will deposit the remaining balance of the Sale proceeds into the debtor in possession account. Within five business days of the closing of the Sale, the Debtor will file a copy of the closing statement of the Sale. Seung N. Kim sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 18-43776) on June 28, 2018. The Debtor tapped Dong Sung Kim, Esq., at Kim Choi & Kim PC, as counsel. SIDELINE 96TH STREET: Sutherland Prohibits Cash Collateral Use -------------------------------------------------------------- Sutherland Warehouse Trust II asks the U.S. Bankruptcy Court for the Southern District of Indiana to prohibit Sideline 96th Street, LLC, from using cash collateral, and require that the Debtor sequester all cash collateral, for the benefit of Sutherland. Sutherland seeks entry of an Order prohibiting the Debtor’s use of cash collateral and requiring that the Debtor sequester all cash collateral, for the benefit of Sutherland, and immediately report to Sutherland regarding the Cash Collateral. Sutherland holds, at a minimum, a first priority security interest in the cash collateral. In order to secure its obligations to Sutherland, the Debtor executed a Mortgage, Security Agreement and Financing Statement in favor of Sutherland. By virtue of the Mortgage, Sutherland holds a first-priority lien on Debtor's Property. As further security for amounts due and owing to Sutherland, the Debtor executed that certain Assignment of Rents, pursuant to which the Debtor assigned to Sutherland all of the Debtor's right, title and interest in all leases relating to the Property, together with the rents, profits and income derived from the Property. According to the first set of Debtor's Schedules filed with the Petition, the only asset owned by the Debtor is certain real property described as a "commercial retail strip mall located at _____ containing." However, the real property is commonly known as 8235 East 96th Street, Indianapolis, Indiana 46256 and is more particularly described in the Mortgage. The Debtor's first set of schedules also misrepresented that the Debtor has no bank accounts, and no accounts receivables. The Debtor also represented in its first filed Statement of Financial Affairs that it had no gross income during each of the last three years, that it has not closed any bank accounts within the last year, and also that it has not been named in any lawsuits that were pending within the last year. Sutherland contends, however, that the Property is operated by the Debtor as a retail strip mall with commercial tenants who pay rent to the Debtor and contrary to the misrepresentations made in the initial Schedules and Statement of Financial Affairs filed in the Court, the Debtor has been collecting rents, maintaining a bank account, and has been named in a lawsuit seeking to foreclose upon the Property and seeking appointment of a receiver over the operations of the Property. Sutherland believes the Debtor has been collecting, and is continuing to collect, rents from current tenants, including Jersey Mikes, and as of the Petition Date, was in possession of certain cash, cash equivalents, and other funds representing the proceeds of its operations, and rents collected from tenants of the Property. Sutherland asserts that the Debtor has not requested authority to use the cash collateral and it has not consented to the Debtor's use of the cash collateral. While the Debtor's duties with regard to the cash collateral are clearly outlined in the Code, Sutherland complains that the Debtor has chosen to disregard its obligations. Accordingly, Sutherland requests the Court to prohibit the Debtor from further use of cash collateral, and direct the Debtor to immediately segregate and account for any such cash collateral in its possession, custody or control as of the Petition Date, or coming into its possession, custody or control from and after the Petition Date, for the benefit of Sutherland. Sutherland further requests that the Debtor be directed to provide Sutherland with an accounting of all such cash collateral (including but not limited bank account details, balance information, rents collected, and any post-petition expenditures of cash collateral). Attorneys for Sutherland Warehouse Trust II: Wendy D. Brewer, Esq. FULTZ MADDOX DICKENS PLC 333 N. Alabama Street, Suite 350 Indianapolis, IN 46204 Tel: 317.215.6220 E-mail: wbrewer@fmdlegal.com About Sideline 96th Street Sideline 96th Street, LLC, is the fee simple owner of a commercial retail strip mall valued by the company at $1.6 million. Sideline 96th Street filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 18-08111), on Oct. 23, 2018. In the petition signed by James A Siegel, authorized member, the Debtor disclosed $1,600,000 in total assets and $2,050,000 in total liabilities as of the bankruptcy filing. The case is assigned to Judge Jeffrey J. Graham. The Debtor is represented by Christopher J. McElwee, Esq. and the firm of Monday Rodeheffer Jones & Albright. SKYLINE RIDGE: To Settle Dispute with Cinco for Cash Payment ------------------------------------------------------------ Cinco Soldados LLC filed with the U.S. Bankruptcy Court for the District of Arizona an amended disclosure statement explaining the plan of reorganization dated September 18, 2018, intended for the Debtor Skyline Ridge, LLC’s Chapter 11 case. The Amended Disclosure Statement provides that Cinco seeks to pay all creditor claims in full immediately by settling its dispute with the Debtor over a promissory note secured by a deed of trust. The dispute with Cinco shall be settled for a cash payment. This payment will fund full payment to all creditors. The Debtor will retain its property free of liens and claims except as provided in the Cinco Plan. Class 10: Unsecured Claims of Trustee Trudy Nowak. This Class shall consist of Allowed Claims of the Chapter 7 Trustee Trudy Nowak, in her capacity as trustee and not in her individual capacity, for the Chapter 7 bankruptcy estate of In re RL Ventures, LLC, Chapter 7 Case # 4:16-ap-00512-SHG. All claims shall be resolved by a compromise under the Cinco Plan wherein the Trustee receives $160,000 on the Distribution Date and the parties exchange mutual releases. The adversary proceeding will be dismissed. Class 11: Unsecured Claims of Non-Insiders. This Class shall consist of Allowed Claims of persons or entities who are not insiders which are not Secured Claims and are not otherwise classified in the Cinco Plan. All such Allowed Claims shall be paid in full, in cash, on the later of (i) the Distribution Date; or (ii) the date such claim becomes an Allowed Claim, or at such other date and upon such other terms as may be agreed upon by the holder of the Allowed Claim and Cinco or ordered by the Court, and at such times as are mutually agreeable to the respective parties. However, Cinco Soldados shall accept in lien of any payment the compromise provided in the Cinco Plan. Class 12: Insider Unsecured Claims. All Allowed Claims held by insiders shall be paid in full, in cash, on the later of the Distribution Date or 30 days after entry of a final order determining the amount of any such claim that is Disputed. All claims of security interests in the Debtor’s personal property or any of Debtor’s real property held by insiders shall be avoided unless specifically allowed as set forth in the Cinco Plan. Class 13: Ownership. All rights of Ahmad N. Zarifi, who is the Debtor’s owner, are in this class. The rights of equity interest holders are unimpaired. In consideration of receipt of the Settlement Payment on the Effective Date, the Debtor and Cinco shall exchange mutual releases, dismiss all pending actions without prejudice, each party to bear its own attorneys' fees, and the Debtor shall release all liens and claims upon property of Cinco. The Debtor's release of Cinco would explicitly include the Skyline Ridge Loan. The Settlement Payment shall be calculated as follows: * If Mr. Zarifi accepts the plan, the Settlement Payment will be $3,171,953 less payments received by Skyline Ridge on the Skyline Ridge Loan after November 21, 2018. * If Mr. Zarifi rejects the offer, the payment will be $2,650,000 less payments received by Skyline Ridge on the Skyline Ridge Loan after November 21, 2018. Skyline and Mr. Zarifi shall remove all trash, equipment and other property dumped by Zarifi/Skyline on the Rancho Soldados development property within 60 days of the Effective Date and shall not dump any property of any kind on the development property in the future. The obligation to remove property may be enforced by this Court’s order as a contempt of court in accordance with applicable law. Except as specifically provided herein, nothing in the Cinco Plan shall affect the rights or liabilities of Chris Sheafe or his affiliates, and Ahmad Zarifi or his affiliated (other than Skyline), with respect to Cinco Soldados. For the avoidance of doubt, the proposed compromise resolves only the liability of Cinco Soldados under the Secured Promissory Note dated July 21, 2006 and Deed of Trust recorded on July 25, 2006, both as amended, made to Skyline Ridge. This means, without limitation, that each of Messrs. Zarifi and Sheafe retain their membership interests in and personal claims against Cinco Soldados. The rights and obligations of the members would be governed by the Operating Agreement of Cinco Soldados LLC entered into as of July 17, 2006, as amended. Sheafe and Cinco Soldados assert, and Ahmad Zarifi disputes, that the First Amendment to Operating Agreement of Cinco Soldados LLC effective as of December 1, 2006 is operative. Cinco Soldados would also be subject to any agreements it has made, from time to time, whether to Ahmad Zarifi, Sheafe, or otherwise. A full-text copy of the Amended Cinco Disclosure Statement is available for free at: http://bankrupt.com/misc/azbke18-01908-0217.pdf About Skyline Ridge Based in Tucson, Arizona, Skyline Ridge, LLC, is an Arizona limited liability company categorized under residential contractor. Skyline Ridge filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-01908) on March 1, 2018. In the petition signed by Ahmad Zarifi, managing member and sole owner, the Debtor estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. The Court appointed Sue Hill as the Debtor's licensed real and estate agent, and Long Realty, as the licensed real estate broker. SLIGO PARKWAY: Unsecured Creditors to Get 90% Under New Plan ------------------------------------------------------------ Sligo Parkway LLC filed a third amended plan of reorganization and accompanying third amended disclosure statement. Class 3 consists of allowed Secured Claim of Deutsche Bank National Trust Company as Indenture Trustee for American Home Investment Trust 2006-3, Mortgage-Backed Notes, Series 2006-3. For purposes of the payment plan, it is assumed that the amount owed could be that in the Claim of Class 3 filed by to Deutsche Bank, viz., $1,490,940.50, if allowed by the Court. The plan provides, that this claim will be paid as follows: (1) current payments at the rate comparable to 4.4% percent per annum on the amount of $808,000.00, being $35,552.00 per year, payable $2,962.67 per month, for 10 years and with Deutsche Bank to retain its lien in the amount of $808,000.00, subject to the approval of the Court; and (2) The Claim will balloon and fully due and payable on the 10th anniversary of the Effective Date, at which time the balance of $808,000.00, will be due and payable. The balance of any a claims of Deutsch Bank, as approved by the Court, will be reduced to $10,800, payable $300.00 per month for 36 months, beginning 30 days after Effective Date of the Plan and become a separate class of General Creditors. Class 4 - The Debtor listed a disputed secured claim in its schedules in favors of PNC Bank in the amount of $123,750.00. This was the 2nd trust by American Brokers Conduit which was sold to another bank which was acquired by PNC Bank. In as much as the Class 4 Claim was scheduled as disputed and no proof of claim was timely filed, the Class 4 Claim will be disallowed and eliminated, as permitted by the Court. A new current address for this class has been listed in the Chapter 11 case. Class 5 - The Debtor listed a disputed secured claim in its schedules in favor of Wells Fargo Bank. This was a judgment against Norma L. Woody in the amount of $2,773.00. In as much as the Class 5 Claim was scheduled as disputed and no proof of claim was timely filed, the Class 5 Claim will be disallowed and eliminated as permitted by the Court Class 6 - Class 6 includes all allowed Small General Unsecured Claims. There are four Claims in this class amounting to $2,631.00. Class 6 Allowed General Unsecured claims will be paid %90 of their claims, in cash, within 30 days of Plan confirmation. Class 7 includes the allowed Unsecured General Claims of Deutsche Bank which, with Court approval, shall be reduced to $10,800.00 and payable $300.00 per month for 36 months beginning 30 days after the Effective Date of the Plan. The Debtor's owner, Edward Woody, has agreed to pay rent and/or capital contributions to Sligo Parkway LLC in an amount equal to the payments described to Classes 1 through 7. A full-text copy of the Disclosure Statement dated November 26, 2018, is available at: http://bankrupt.com/misc/mdb18-1720745-74.pdf About Sligo Parkway Sligo Parkway listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns a fee simple interest in a property located at 415 Firestone Drive Silver Spring, Maryland 20906, valued at $842,204. The Debtor previously sought bankruptcy protection on July 9, 2015 (Bankr. D. Md. Case No. 15-19754). The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 17-20745) Aug. 9, 2017, listing $842,229 in total assets and $1.12 million in total liabilities. The petition was signed by Edward Woody, managing member. Judge Thomas J. Catliota presides over the case. Richard S. Basile, Esq., at Richard Basile, Esq., serves as the Debtor's bankruptcy counsel. ST. JUDE NURSING: Has Authority on Interim Cash Collateral Use -------------------------------------------------------------- The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan has authorized St. Jude Nursing Center, Inc. to use cash collateral under the terms set forth in the Interim Order retroactive to the Petition Date in order to avoid immediate and irreparable harm. However, until the Interim Order becomes a final order, the Debtor may only use Cash Collateral in the amount of $326,652, and otherwise in accordance with the Budget, subject to a 20% variance. The Debtor acknowledges that it is indebted to Slavik Enterprises, LLC, in the aggregate amount of $552,716. Slavik asserts it holds a first priority security interest in the assets of the Debtor that constitute Cash Collateral. The Debtor is authorized and directed to pay, as adequate protection under Section 363(e), each of Slavik, the Internal Revenue Service and the Department of Health and Human Services, respectively, as follows: (a) To Slavik the amount of $5,500 per month -- this will be applied first toward interest. To the extent the adequate protection payment is greater than the interest due on the Slavik Indebtedness, the difference will be applied to principal. (b) To the IRS the amount of $2,750 per month on the asserted IRS Indebtedness -- this will be applied to interest. To the extent the IRS indebtedness is determined to be less than the amount asserted, the excess interest payments will be recharacterized as principal payments reducing the amount owed to the IRS. (c) To the extent the Slavik Indebtedness and/or the IRS indebtedness are determined to be less than fully secured under Section 506(b) of the Bankruptcy Code, the Debtor may seek Court authority to have some or all payments recharacterized as principal payments. (d) To the DHHS all postpetition Quality Assurance & Assessment Program Taxes and Quality Measurement Initiative taxes as each accrues and becomes due and payable in the ordinary course of business post-petition. The Secured Parties are provided replacement liens upon and security interests in all of Debtor's postpetition assets to the extent of any diminution in value of the prepetition assets on account of the Debtor's use of such assets, and to the extent the asserted prepetition liens of the Secured Parties are valid, binding, enforceable and properly perfected as of the Petition Date. The Replacement Liens will have the same priority, scope, validity and enforceability, and will attach to the same categories of assets as the prepetition liens and security interests as of the Petition Date. The Debtor must, upon the request of the Secured Parties, provide the Secured Parties with monthly financial statements, and must otherwise timely abide by all reporting requirements established by the U.S. Trustee, including the filing of monthly operating reports. In addition to the foregoing, the Debtor must (a) prepare and transmit to the Secured Parties, on a monthly basis, updates and/or modifications to the Budget; (b) allow the Secured Parties, upon reasonable notice and during normal business hours, to conduct reviews of Debtor’s books and records; and (c) maintain such fire, hazard and extended coverage insurance on all of Debtor’s real and personal property to the full replacement value of such property, and must designate the Secured Parties as additional loss payees and/or additional insured on all such policies. A full-text copy of the Order is available at http://bankrupt.com/misc/mieb18-54906-34.pdf About St. Jude Nursing St. Jude Nursing Center is a privately owned and licensed long-term skilled nursing facility located at 34350 Ann Arbor Trail, Livonia, Michigan 48150. The Facility consists of 64 licensed beds, located within the Debtor-owned facility. The Facility offers services such as skilled nursing care, hospice care, Alzheimer's and dementia patient care, physical rehabilitation, tracheal and enteral services, wound care, and short-term respite care. The Company previously sought bankruptcy protection on Feb. 18, 2016 (Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr. E.D. Mich. Case No. 12-43956). St. Jude Nursing Center, Inc. filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented by Jeffrey S. Grasl, Esq., in Farmington Hills, Michigan. In the petition signed by Bradley Mali, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. SUMMIT FINANCIAL: Unsecured Claims Total $30M under New Plan ------------------------------------------------------------ Summit Financial Corp. filed with the U.S. Bankruptcy Court for the Southern District of Florida a first amended chapter 11 plan. Based on a review of the Debtor's Schedules, the Debtor estimates the aggregate allowed amount for general unsecured claims is $30,546,381.83, not including any allowed undersecured claim(s), if any exist. Class 3, Allowed General Unsecured Claims shall receive the balance of any Sale proceeds after payment of Administrative Claims, Class 1 Claims and Class 2 Claims, except to the extent that Class 3 votes to accept the Class 3 Carveout in the Plan, in which case Class 3 will receive proceeds of the Carveout from proceeds of the Sale. A full-text copy of the First Amended Chapter 11 Plan is available at: http://bankrupt.com/misc/flsb18-13389-301.pdf About Summit Financial Corp Summit Financial Corp -- https://www.summitfinancialcorp.org/ -- provides financing by purchasing and servicing retail installment sales contracts originated at franchised automobile dealerships and select independent used car dealerships located throughout Florida, Alabama, and Georgia. From its location in Plantation, Florida, Summit Financial provides financing for automobile loans for customers that fail to meet the standards of financing from conventional sources, such as most banks, credit unions and other national finance companies. The Company was founded in 1984. Summit Financial filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13389) on March 23, 2018. In the petition signed by David Wheeler, vice president, the Debtor estimated $100 million to $500 million in assets and liabilities. Judge Raymond B. Ray presides over the case. Leiderman Shelomith Alexander + Somodevilla, PLLC, is serving as general bankruptcy counsel to the Debtor. Douglas J. Jeffrey, P.A., led by principal Douglas J. Jeffrey, is serving as general counsel and special counsel to the Debtor. Moecker Auctions, Inc., is the appraiser. Dinnall Fyne & Company Inc., is the accountant. Ideal Corporate Funding, Inc., has been tapped by the Debtor to evaluate its strategic options with respect to securing financing. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on April 20, 2018. The committee retained Craig A. Pugatch and Rice Pugatch Robinson Storfer & Cohen, PLLC as its counsel; and KapilaMukamal, LLP as its forensic accountant and financial advisor. SUMMIT HME: Seeks Authorization on Cash Collateral Use ------------------------------------------------------ Summit HME, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to use cash collateral in the ordinary course of its business. The Debtor owns no real property and its primary assets consist its accounts receivable which are created on a daily basis as the Debtor sells or rents equipment to its customers. The estimated collectible accounts receivable total approximately $495,000 as of the filing date, along with approximately $57,000 in inventory. The Debtor also owns and operates 6 vehicles in connection with the business. The Debtor owes approximately $5,677 in ad valorem taxes which were assessed for the current tax year. The Debtor also owes its 3rd quarter 941 taxes which would have been paid but for the necessity of filing its Chapter 11 case at the present time. As of the Petition Date, the Debtor owes unpaid wages to employees for the partial pay period occurring between the last pay period and the Petition Date. Thus, until a plan of reorganization is confirmed in this case or a Sec. 363 sale can be consummated, the Debtor must obtain approval for the use of the Cash Collateral. The Debtor has six purchase money installment loans secured by the vehicles owned by the company, totaling approximately $91,930. The Debtor also owes four commercial lenders which financed the purchase of equipment which the Debtor then sells or rents to its customers, as well as supplies. Said lenders are De Lage Landen Financial Services ($283,853), Leaf Capital Funding, LLC ($107,852), VGM Financial ($169,217) and Wells Fargo Financial ($22,135). The Debtor's counsel is in the process of determining whether or not such creditors hold fully secured or under-secured claims. The Debtor proposes to provide adequate protection to all parties with an interest in cash collateral in this case in the following manner: (a) All creditors with an interest in cash collateral will be granted a replacement lien to the same extent, priority and validity as its prepetition liens; (b) The Debtor will continue to operate its business in the ordinary course of business thus generating additional cash collateral; and (c) The Debtor will maintain insurance upon the property giving rise to the cash collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txwb18-52675-6.pdf About Summit HME Inc. Summit HME, Inc. -- https://summithmeinc.com/ -- is a family-owned supplier of home medical equipment in San Antonio, Texas. Aside from home medical equipment products, the company also provides services such as insurance-billing, home delivery and setup, clinical programs, emergency support and home evaluations and installations of its accessibility product lines. For more information, visit Summit HME sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 18-52675) on Nov. 8, 2018. In the petition signed by Shawn R. McCormick, president and CEO, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Craig A. Gargotta is the case judge. The Debtor tapped the Law Office of Anthony H. Hervol as its legal counsel. No official creditor's committee has been appointed in the case. SUNCREST STONE: Hires Crumley and Associates as Appraiser --------------------------------------------------------- Suncrest Stone Products, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Crumley and Associates Inc. d/b/a South Georgia Appraisal Company, as appraiser to the Debtor. Suncrest Stone requires Crumley and Associates to appraise the Debtors' property located at 2nd Land District, Turner County, Georgia. Crumley and Associates will be paid a fixed fee of $4,500, and $50 per hour for testimony, if any. Greg Crumley, president of Crumley and Associates Inc. d/b/a South Georgia Appraisal Company, 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. Crumley and Associates can be reached at: Greg Crumley CRUMLEY AND ASSOCIATES INC. D/B/A SOUTH GEORGIA APPRAISAL COMPANY P.O. Box 1746 Tifton, GA 31793 Tel: (229) 386-4651 About Suncrest Stone Products Suncrest Stone Products, LLC -- https://www.suncreststone.com/ -- is a stone supplier in Ashburn, Georgia. Its products include Ashlar, Country Ledge, Ledge, River Rock, Olde-Castle, Splitface, Stock, and Rubble. Suncrest Stone Products and 341 Stone Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Lead Case No. 18-10850) on July 13, 2018. In the petition signed by Max Suter, authorized officer, Suncrest estimated assets of less than $1 million and liabilities of $1 million to $10 million. 341 Stone estimated $1 million to $10 million in assets and liabilities. Judge Austin E. Carter presides over the cases. Stone & Baxter, LLP, is the Debtors' counsel. McMurry Smith & Company is the accountant. SUSAN VOGEL: $218K Sale of Fort Washington Property to Barton OK'd ------------------------------------------------------------------ Judge Michelle M. Harner of the U.S. Bankruptcy Court for the District of Maryland authorized Susan Waller Vogel's sale of the jointly owned real property known as 9119 Allentown Road, Fort Washington, Maryland to Paula Barton for $218,000, with a seller credit of $10,900, in accordance with the terms and conditions of their Settlement Statement. The Debtor is authorized to pay the following undisputed liens or claims, in full, at closing of the sale or as approved by the following lien holders: (i) Mr. Cooper - full payoff amount estimated at $44,926; (ii) HUD Loan - full payoff amount $5,000; and (iii) Doral Whisman - full payoff amount $87,347. The sale is free and clear of the following liens, claims or interests: (i) Susan W. Vogel, Debtor; (ii) Mr. Cooper; and (iii) Shirley R. Waller, non-debtor. Unless the holders of the liens, claims or interest identified have agreed to other treatment, or their interest have been stripped under 11 U.S.C. Section 506(d), their liens, claims or interests will attach to the proceeds of the sale with the same force, effect, validity and priority that previously existed against the Property. The Purchaser has not assumed any liabilities of the Debtor Any escrow agent upon to make such disbursement on or after the closing of the sale as are required by the Contract or order of the Court, including, but not limited to (a) any real estate taxes, and (b) other anticipated closings costs: (i) Total Sales/Brokers Commission: 2.5% to Re/Max Success - Buyer's realtor - $5,450; (ii) government recording /transfer taxes - $2,126; (iii) Real Estate Taxes $2,370; (iv) Seller Credit - $10,900; (v) Settlement Fees Michael's Title and recording fee - $1,310; and (vi) Home warranty - $ 550. The Property will be sold transferred and delivered to the Purchaser "as is, where is" basis. The Debtor will receive 50% of the net proceeds and 50% of the net proceeds will be delivered to non-Debtor, Shirley Waller. The 14-day stay imposed by Bankruptcy Rule 6004(h) is removed. The Debtor will deposit net proceeds in the DIP account. After the Debtor files her Quarterly Reports and discussion with Trustee, she will disburse funds initially to priority claims and in whatever further manner as mutually agreed to. About Susan Waller Vogel Susan Waller Vogel is a real estate broker with Turtle Towne Real Estate and a resident of West River, Maryland. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 15-18961) on June 24, 2015. T.I. CONSTRUCTION: Allowed to Use Cash Collateral on Final Basis ---------------------------------------------------------------- The Hon. Scott H. Yun of the U.S. Bankruptcy Court for the Central District of California authorized T.I. Construction, Inc., to use cash collateral on a final basis through May 31, 2019. The Debtor is authorized to deviate from the amounts set forth in the revised budget by as much as 20% in any one category where the projected spending is under $1,000 and may vary from the revised budget by as much as 15% as to any other category. The Debtor may either file a new motion seeking such authority or the Debtor may serve notice of such intent to extend the last day to use cash collateral beyond May 31, 2019 on creditors asserting interests in Cash Collateral, the U.S. Trustee, and the twenty largest unsecured creditors, if the Debtor requires an extension of authority to use cash collateral beyond May 31. A copy of the Order is available at http://bankrupt.com/misc/cacb18-17850-58.pdf About T.I. Construction T.I. Construction, Inc., operates a general construction company in California. T.I. Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-17850) on Sept. 17, 2018. In the petition signed by Theodore Imsen, president, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Scott H. Yun presides over the case. TACO BUENO: Committee Hires Kilpatrick Townsend as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Taco Bueno Restaurants, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Kilpatrick Townsend & Stockton LLP, as counsel to the Committee. The Committee requires Kilpatrick Townsend to: a) render legal advice regarding the Committee's organization, duties and powers in these cases; b) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and participate in and review any proposed asset sales or dispositions, and any other matters relevant to these cases; c) attend meetings of the Committee and meetings with the Debtors and secured creditors, and their attorneys and other professionals, and participating in negotiations with these parties, as requested by the Committee; d) take all necessary action to protect and preserve the interests of the Committee, including possible prosecution of actions on its behalf and investigations concerning litigation in which the Debtors are involved; e) assist the Committee in the review, analysis, and negotiation of any postpetition financing/use of cash collateral; f) assist the Committee with respect to communications with the general unsecured creditor body about significant matters in these cases; g) review and analyze claims filed against the Debtors' estates; h) represent the Committee in hearings before the Court, appellate courts, and other courts in which matters may be heard, and representing the interests of the Committee before those courts and before the U.S. Trustee; i) assist the Committee in preparing all necessary motions, applications, responses, reports and other pleadings in connection with the administration of these cases; j) assist the Committee in the review, formulation, analysis, and negotiation of any plan of reorganization and accompanying disclosure statements; and k) provide such other legal assistance as the Committee may deem necessary and appropriate. Kilpatrick Townsend will be paid at these hourly rates: Partners $605 to $1,035 Associates $395 to 635 Paralegals $280 Kilpatrick Townsend will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Committee and its counsel are currently in the process of formulating a budget that is consistent with the form of budget attached as Exhibit C-1 to the Appendix B Guidelines, recognizing that in the course of large cases like these Chapter 11 Cases, it is highly likely that there may be a number of unforeseen circumstances that will need to be addressed by the Committee and its counsel giving rise to additional fees and expenses. David M. Posner, partner of Kilpatrick Townsend & Stockton 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 (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. Kilpatrick Townsend can be reached at: David M. Posner, Esq. Gianfranco Finizio, Esq. KILPATRICK TOWNSEND & STOCKTON LLP 1114 Avenue of the Americas Tel: (212) 775-8700 Fax: (212) 775-8800 E-mail: dposner@kilpatricktownsend.com gfinizio@kilpatricktownsend.com About Taco Bueno Restaurants Founded in Abilene, Texas in 1967, Taco Bueno -- https://www.tacobueno.com/ -- is a quick service restaurant chain offering Tex-Mex-style Mexican cuisine in a casual restaurant environment. Taco Bueno owns and operates 140 stores plus 29 franchised locations across Texas, Oklahoma. Taco Bueno Restaurants, Inc., and its affiliates sought bankruptcy protection on Nov. 6, 2018 (Bankr. N.D. Tex. Lead Case No. Case No. 18-33678). The jointly administered cases are pending before Judge Hon. Stacey G. Jernigan. Taco Bueno Restaurants estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Vinson & Elkins LLP as general counsel; Houlihan Lokey Capital, Inc, as investment banker; Berkeley Research Group LLC as financial restructuring advisor; Jones LaSalle Americas, Inc. as real estate advisor and Prime Clerk LLC as claims agent. The Office of the U.S. Trustee on Nov. 16, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Kilpatrick Townsend & Stockton LLP, as counsel, and Province, Inc., as financial advisor. TACO BUENO: Committee Hires Province as Financial Advisor --------------------------------------------------------- The Official Committee of Unsecured Creditors of Taco Bueno Restaurants, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Province, Inc., as financial advisor to the Committee. The Committee requires Province to: a. become familiar with and analyze the Debtors' postpetition budget, assets and liabilities, and overall financial condition; b. assist the Committee in determining how to react to the Debtors' restructuring plan or in formulating and implementing its own plan; c. prepare, or review as applicable, avoidance action and claim analyses; d. assist the Committee in reviewing the Debtors' financial reports, including, but not limited to, SOFAs, Schedules, cash budgets, and Monthly Operating Reports; e. advise the Committee on the current state of these chapter 11 cases; f. advise the Committee in negotiations with the Debtors and third parties as necessary; g. participate as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and h. provide other services as are approved by the Committee, the Committee's counsel, and as agreed to by Province. Province will be paid at these hourly rates: Principal $790 to $835 Managing Director $620 to $685 Senior Director $570 to $610 Director $480 to $560 Sr. Associate $395 to $475 Associate $350 to $390 Analyst $285 to $345 Paraprofessional $150 Province will also be reimbursed for reasonable out-of-pocket expenses incurred. Sanjuro Kietlinski, partner of Province, 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 (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. Province can be reached at: Sanjuro Kietlinski PROVINCE, INC. 1000 South Pine Island Road, Suite 222 Plantation, FL 33324 Tel: (702) 685-5555 Fax: (702) 685-5556 E-mail: info@provincefirm.com About Taco Bueno Restaurants Founded in Abilene, Texas in 1967, Taco Bueno -- https://www.tacobueno.com/ -- is a quick service restaurant chain offering Tex-Mex-style Mexican cuisine in a casual restaurant environment. Taco Bueno owns and operates 140 stores plus 29 franchised locations across Texas, Oklahoma. Taco Bueno Restaurants, Inc., and its affiliates sought bankruptcy protection on Nov. 6, 2018 (Bankr. N.D. Tex. Lead Case No. Case No. 18-33678). The jointly administered cases are pending before Judge Hon. Stacey G. Jernigan. Taco Bueno Restaurants estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Vinson & Elkins LLP as general counsel; Houlihan Lokey Capital, Inc, as investment banker; Berkeley Research Group LLC as financial restructuring advisor; Jones LaSalle Americas, Inc. as real estate advisor and Prime Clerk LLC as claims agent. The Office of the U.S. Trustee on Nov. 16, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Kilpatrick Townsend & Stockton LLP, as counsel, and Province, Inc., as financial advisor. TAYLOR'S HAULING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Taylor's Hauling & Grading, LLC dba Pink Hill Diesel 2567 Ash Davis Road Pink Hill, NC 28572 Business Description: Taylor's Hauling & Grading, LLC -- http://www.pinkhilldieselrepair.com-- owns and operates a diesel repair shop serving a wide customer base throughout Kinston, NC; Goldsboro, NC; and Jacksonville, NC. The Company is well equipped to fix trucks, tractor trailers, and any other diesel vehicles. Chapter 11 Petition Date: December 7, 2018 Court: United States Bankruptcy Court Eastern District of North Carolina (New Bern Division) Case No.: 18-05877 Judge: Hon. Joseph N. Callaway Debtor's Counsel: John C. Bircher, III, Esq. WHITE & ALLEN, PA 1319 Commerce Drive PO Drawer U New Bern, NC 28563 Tel: 252 638-5792 Fax: 252 637-7548 Email: jbircher@whiteandallen.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Larry C. Taylor, member/manager. 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/nceb18-05877.pdf TWIFORD ENTERPRISES: Wants to Use Cash Through End of February 2019 ------------------------------------------------------------------- Twiford Enterprises, Inc., requests the U.S. Bankruptcy Court for the District of Wyoming to allow its continued use of the cash collateral of Rolling Hills Bank and Trust through the end of February 2019. Specifically, the Debtor proposes to use cash collateral primarily for the care and maintenance of the Debtor's cattle herd and the expenses associated with the sales of portions of the herd. The Debtor believes that the expenditure of the subject funds will benefit the estate and its creditors pending confirmation of its plan. On Sept. 7, 2018, the Court entered an order allowing the Debtor's use of RHB Cash Collateral until Nov. 30, 2018. The Debtor filed its Disclosure Statement and Plan with the Court on October 9, 2018 and subsequently the Court set a hearing for the approval of the Disclosure Statement for December 9. However, the Debtor believes that it will be unlikely that the Plan can be considered for confirmation until the end of January, 2019 at the earliest. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/wyb18-20120-278.pdf About Twiford Enterprises Twiford Enterprises, Inc., is a privately held company in Glendo, Wyoming in the crop farming industry. The Company owns in fee simple 2870 acres of land and buildings located at 642 Horseshoe Creek Road Glendo, Wyoming having an appraised value of $4.65 million. Its gross revenue amounted to $2.23 million in 2017 and $2.38 million in 2016. Twiford Enterprises filed a Chapter 11 bankruptcy petition (Bankr. D. Wyo. Case No. 18-20120) on March 9, 2018. In its petition signed by its secretary, Jack Twiford, the Debtor disclosed total assets of approximately $7.68 million and $6.49 million in total debt. The Hon. Cathleen D. Parker is the case judge. The Debtor hired Stephen R. Winship, Esq., at Winship & Winship, P.C., as counsel. UNIVERSITY OF THE ARTS: Fitch Affirms BB+ on $51.7MM 2017 Bonds --------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on approximately $51.7 million of series 2017 bonds issued by the Philadelphia Authority for Industrial Development on behalf of The University of the Arts. The Rating Outlook is Stable. SECURITY The bonds are secured by general, unrestricted revenues of UArts as well as first lien mortgage on certain university property (i.e. three academic and/or residential buildings) in Philadelphia, PA. KEY RATING DRIVERS SLIM FINANCIAL CUSHION: The 'BB+' rating reflects the University of the Arts' limited balance sheet resources as compared to operating expenses and pro forma debt. Ratios improve when considering an $18.7 million lead charitable trust bequeathed to the university in fiscal 2017. PRESSURED DEMAND: Strategic efforts helped support a stronger fall 2018 class, following institution-wide enrollment declines year-over-year between fall 2012 and fall 2017. UArts' acceptance rate remains high at approximately 75%, which may reflect some self-selection. Positively, about 38% of accepted students matriculate and retention is solid at over 80%, which should help support steadier enrollment going forward. NEGATIVE OPERATIONS: UArts has a track record of negative GAAP-based operations, including a negative 1.2% margin inclusive of endowment payout in fiscal 2018. UArts remains sensitive to enrollment volatility, with approximately three-quarters of revenues associated with student-generated tuition, fees, and auxiliary receipts. MANAGEABLE LEVERAGE: UArt's debt position is moderate, characterized by a manageable pro forma maximum annual debt service (MADS) burden and solid coverage levels more in line with investment-grade peers. RATING SENSITIVITIES BALANCE SHEET RESOURCES: Fitch expects the University of the Arts to replenish its available funds in fiscal 2019, with project funds available to reimburse capital expenses incurred in fiscal 2018. Any further decline in liquidity from fiscal 2018 levels would negatively affect the rating. IMPROVED OPERATIONS AND DEMAND: A positive rating action over time may occur if operations noticeably improve to at least breakeven results in the near term, likely resulting from a significant turnaround in enrollment, which increases student-generated revenues. CREDIT PROFILE The University of the Arts is an independent, co-educational university established in 1876, located in the heart of downtown Philadelphia, PA's Avenue of the Arts. UArts offers 29 undergraduate and 12 graduate programs through the College of Art, Media & Design, the College of Performing Arts, and the Division of Liberal Arts. Through its two large colleges, the university comprises six schools: Design, Art, Film, Dance, Theater, and Music. UArts' student body comprises more than 1,900 students (approximately 1,700 undergraduates and 200 graduate students), two-thirds of whom reside in either Pennsylvania or New Jersey. In 1969, the Middle States Commission on Higher Education first accredited UArts institution-wide. The most recent reaccreditation was in 2014. The university completed a self-study review during the 2018-19 academic year, and management has reported smooth progress in the accreditation process. UArts has not been a historically strong fundraiser when compared to Fitch-rated peers; however, Fitch believes the recently realized trust gift will allow the university to build on its fundraising success. PRESSURED DEMAND DRIVES NEGATIVE OPERATIONS UArts' revenues are concentrated in student-generated revenues (about 73% in fiscal 2018), not uncommon for private institutions. The university's rating is significantly dependent on its ability to manage enrollment levels. Operations have been negative since fiscal 2014, with an operating margin (including the endowment draw) averaging around negative 2% during fiscal 2013 - 2018, including a somewhat improved -1.2% in fiscal 2018. Net tuition and fees have essentially been flat at below $43 million during each of fiscal 2015 - 2018, reflecting a historically small class that entered in fall 2014 and continued difficulty growing net student revenues during the recent enrollment decline. Total headcount and full-time equivalent (FTE) enrollment increased by about 90 students in fiscal 2018 following year-over-year from at least fall 2012 through fall 2017. Fall 2018 headcount enrollment (1,914) was up nearly 5% since one year prior (and is the highest headcount of the last five fiscal years), and FTE enrollment (1,881) reflects similar improvement. Freshman-to-sophomore retention is relatively strong annually at about 80%. Moreover, more than one-third of accepted applicants matriculate, which Fitch considers moderately high. These results partially reflect the strength of various programs, including musical theater and musical business, as well as institution-wide efforts to maintain and improve retention. Undergraduate applications have been somewhat variable, as management has made changes to the standards for application completion and a high-contact applicant pool. Matriculation has grown modestly in recent years, reflecting the streamlined review and credit award process for transfer applicants, new brand messaging employing social media, and efforts to boost retention. For fall 2019, management indicates favorable early indicators of applicant volume and quality. Fitch will continue to monitor UArts' progress in improving GAAP-based operations, as maintaining positive demand trends beyond fall 2018 will be essential for future financial stability. Failure to achieve these results would likely contribute to the university's below-investment grade rating or deterioration in UArts' credit quality. MEAGER LIQUIDITY UArts' balance sheet resources are limited and have been slim since at least fiscal 2013. Available funds (AF, defined by Fitch as cash and investments not permanently restricted) totaled a modest $7.7 million in fiscal 2018 as reported. AF covered operating expenses ($75.8 million) and long-term debt ($55 million) by a weak 10.2% and 14%, respectively. This ratio is understated by the short-term use of cash to fund capital projects, which will be reimbursed from a project fund in fiscal 2019. Additionally, Fitch considers an additional $17.9 million trust receivable (i.e. discounted value of the estate gift's cash flow) included in permanently restricted net assets, as a positive and accretive to the overall financial profile. MANAGEABLE POST-ISSUANCE LEVERAGE UArts' leverage remains moderate, reflecting solid coverage and a manageable debt burden with limited future issuance plans. UArts' debt of about $55 million includes the series 2017 bonds, non-cancellable operating leases, and a note payable. Debt covenants include a 40% liquidity ratio, 1.1x debt service coverage ratio based on net revenues, or 1.5x DSCR based on adjusted net revenues. Pro forma maximum annual debt service (MADS) burden is moderate but manageable at about 55% of fiscal 2018 operating revenues and covered by a sound 1.6x of fiscal 2018 net operating income. Issuance of additional debt without a commensurate increase in liquid resources could pressure the rating. USA PROMLITE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: USA Promlite Technology, Inc. 7734 Bayou Green Lane Sugar Land, TX 77479 Business Description: USA Promlite Technology, Inc. is a privately held company in Houston, Texas in the ceiling systems and high powered LED illuminating lights business. Chapter 11 Petition Date: December 6, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 18-36893 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Nelson M. Jones, III, Esq. LAW OFFICE OF NELSON M. JONES III 440 Louisiana, Suite 1575 Houston, TX 77002 Tel: 713-236-8736 Fax: 713-236-8990 Email: njoneslawfirm@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Zhuying Wang, president. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-36893.pdf VERSA MARKETING: Wants to Open PACA Trust Account, Use Cash ----------------------------------------------------------- Versa Marketing, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of California (a) to use cash collateral in the ordinary course of its business for the period between September 7 2018 and January 31, 2019, and (b) to open an interest bearing escrow account at California Bank & Trust to facilitate the reorganization and provide for payment to the PACA Creditors. The Debtor is a licensee under the Perishable Agricultural Commodities Act ("PACA") and several of Debtor's creditors claim to have valid PACA claims. The Debtor estimates that the allowable PACA claims may total as much as $900,000. Steven De Falco of Meuers Law Firm represents Smith and Grimmway may assert claims pursuant to PACA for approximately $268,028 and $11,393, respectively. Mark Amendola also represents NorPac Foods, Inc. which asserts a PACA claim for the aggregate sum of $194,435. The Debtor believes that there are other potential PACA creditors. The Debtor acknowledges that, subject to the rights of PACA claimants, Fresno First Bank has liens on its cash collateral. Fresno First Bank has a Factoring Arrangement with the Debtor by which it purchases accounts generated by the Debtor. As of October 25, 2018, the Debtor owed Fresno First Bank approximately $265,150 which increases slightly each day outstanding. The Factoring Agreement is secured by a first priority consensual security interest in Debtor's personal property assets, and is personally guaranteed by A.J. Goularte and Arnold Hammel. Fresno First Bank also has an SBA guaranteed loan with the Debtor. The balance owed on the SBA Loan as of Petition Date was $849,619. Due to a subordination agreement, the SBA Loan is a second priority interest in the same collateral as held pursuant to the Factoring Agreement. The SBA Loan is personally guaranteed by A.J. Goularte and Arnold Hammel and additionally secured by deeds of trust against the real property on First Street in Fresno and a residence in Cambria, California owned by Goularte-Hammel Properties. The Debtor also acknowledges that there are certain PACA Creditors holding claims which will be treated as secured creditors and given priority lien status over the consensual security interests of Fresno First Bank as to the Factoring Agreement and SBA Loan. For purposes of adequate protection for all holders of valid PACA Claims, the Debtor and Fresno First Bank will deposit $900,000 in an interest bearing escrow account at California Bank & Trust using the Debtor's taxpayer identification number entitled as Versa Marketing PACA Trust Account. The PACA Creditors having a valid PACA claims will be the beneficiaries of the PACA Trust Account. The funds in the PACA Trust Account will not be distributed except upon Court order. The PACA Trust Account will be funded as follows: (a) The Debtor will sell to Fresno First Bank, pursuant to the terms of a separate purchase and sale agreement between said parties, certain of its accounts receivable owed by Waffle Waffle LLC in the total amount of $304,778.89 in exchange to Fresno First Bank's payment of an amount equal to 90% of the accounts being purchased, for a total purchase price of $274,301. Fresno First Bank will promptly deposit the total Purchase Price directly into the PACA Trust Account upon Debtor's transfer and assignment of the Waffle Waffle Accounts Receivables to Fresno First Bank. (b) Fresno First Bank will promptly deposit the current balance of the Reserve Account created under the Factoring Agreement, which is $305,803.87, into the PACA Trust Account. (c) The Debtor will deposit $319,895 into the PACA Trust Account on or before December 7, 2018. The Debtor's payment into the PACA Trust Account can be funded from the accounts received directly by the Debtor, from the sale of product and/or inventory on reasonable terms under the circumstances, or from the Debtor's cash on hand or any other non-estate sources. (d) If the Debtor fails to deposit its full payment of $319,895 into the PACA Trust Account by December 7, Fresno First Bank's Reserve Account previously paid into the PACA Trust Account will immediately be transferred back to Fresno First Bank without the need for further Court order. (e) Once the total amount of $900,000 is paid into the PACA Trust Account, any remaining funds held or received by Fresno First Bank on account of the Pre-Petition Purchased Accounts or any of the Debtor's accounts that serve as collateral for the Factoring Agreement will be paid: First, to Fresno First Bank, but only if and to the extent of any Factoring Agreement Obligations that remain unpaid; and, Second, for deposit into the Debtor's DIP Account at California Bank & Trust and will be use pursuant to any previously approved cash collateral budget or further Court orders. (f) Fresno First Bank will have no obligation to deposit any portion of the Reserve Account or any other monies (other than the Purchase Price) into the PACA Trust Account unless and to the extent ordered otherwise by the Court. (g) If the Debtor fails to deposit its full share into the PACA Trust Account on or before December 7, 2018, the holders of valid PACA Trust Claims will retain all rights under the PACA Trust and may seek to turnover Debtor's assets subject to the PACA Trust, whether held by the Debtor or any third parties. Fresno First Bank will be permitted to apply all sums received post-petition on account of the Pre-Petition Purchased Accounts totaling approximately $261,282 to the outstanding balances of those Pre-Petition Purchased Accounts totaling approximately $265,150 and the Debtor will pay the difference to Fresno First Bank. Subject to any PACA Claims, Fresno First Bank will retain its current liens and lien priority with respect to all collateral securing the SBA Loan, except that Fresno First Bank will subordinate its security interests in the Debtor's account and inventory to a creditor providing post-petition financing to the Debtor on commercially reasonable terms approved by the Court. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/caeb18-13678-108.pdf About Versa Marketing Inc. Versa Marketing, Inc. -- http://www.versamarketing.us/-- is a contract manufacturer of private label custom made frozen food products for the retail industry and food services. It was founded by Al Goularte in 1993. Versa Marketing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-13678) on Sept. 7, 2018. In the petition signed by Chief Executive Officer A.J. Goularte, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Rene Lastreto II presides over the case. Tracy Hope Davis, U.S. Trustee for Region 17, on Oct. 19, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Blakeley LLP as its legal counsel. VIDEOLOGY INC: Says Sale Proceeds Allocation Delays Plan Filing --------------------------------------------------------------- Videology, Inc. and its affiliated debtors request the U.S. Bankruptcy Court for the District of Delaware to further extend the exclusive periods during which the Debtors may file and solicit acceptances of a chapter 11 plan by 90 days, through and including March 6, 2019 and May 6, 2019, respectively, saying the requested extension will provide them and their advisors the opportunity to negotiate, confirm and implement the terms of a chapter 11 plan for the distribution of assets to creditors. As reported in its initial request for an extension of the Exclusive Period, the Debtors and their advisors have worked diligently to administer these cases as efficiently as possible to minimize administrative expenses and maximize the recovery available to all of the Debtors' stakeholders. To that end, the Debtors have, among other things: (i) negotiated and obtained Court approval of the Debtors' post-petition financing credit facility and related documents that involved two contested hearings; (ii) sought recognition of the U.S. Chapter 11 case of Videology, Ltd. and obtained a stay by a U.K. Court to permit the Videology, Ltd. case to proceed; (iii) initiated a sale process and conducted an extraordinarily successful auction through which substantially all of the Debtors' assets were sold; and (iv) worked towards a closing of the sale transaction, which occurred on August 21, 2018. The Debtors relate that since the entry of the Extension Order, they have continued to diligently prosecute the Chapter 11 Cases, by among other things: (i) reviewing and reconciling claims filed against the Debtors' estates, including administrative claims; (ii) analyzing potentially burdensome and unnecessary contracts and leases to reject, and eventually, rejecting real property leases; (iii) responding to creditors inquiries and working with the Committee and counsel to an ad hoc group of convertible promissory noteholders to agree on an initial discovery schedule regarding potential allocation dispute; and (iv) retaining Dr. William Kerr of BRG as a testifying expert for Debtors regarding the allocation of sale proceeds. The Debtors submit that Dr. Kerr recently completed his expert report regarding the proper allocation of sale proceeds between each of the Debtors. Contemporaneous with their request for Exclusivity Extension, the Debtors have also filed a motion to determine the allocation of the sale proceeds based, in part, on the conclusions in the Kerr Report. The Debtors believe that the allocation issue should be resolved in advance of confirmation, among other reasons, to provide creditors voting on the chapter 11 plan with more accurate information on their prospective estimated distributions, which will be driven in large part by the outcome of the allocation issue. The Debtors further believe that addressing the allocation dispute pre-confirmation will clear the path for confirmation once the allocation issue is resolved and could provide parties with a pre-confirmation opportunity to reach a settlement of the allocation and other potential contested plan disputes. About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by CEO Scott A. Ferber, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special corporate counsel; and Berkeley Research Group as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on May 17, 2018. The Committee tapped Cooley LLP as its lead counsel; Whiteford, Taylor & Preston LLC as its Delaware counsel; and Gavin/Solmonese LLC as its financial advisor. VISUAL HEALTH: Seeks Continued Cash Collateral Use Until Dec. 31 ---------------------------------------------------------------- Visual Health Solutions, Inc., seeks authorization from the U.S. U.S. Bankruptcy Court for the District of Colorado for the continued use of cash collateral pursuant to the budget. The proposed Budget provides total expenses of $152,601 for the month of December 2018 and $118,192 for the month of January 2019. Pursuant to that agreement reached between the Debtor and CoBiz Bank, on July 31, 2018, the Court entered an Order approving the use of cash collateral and providing: "Debtor is authorized to use cash collateral to August 31, 2018, pursuant to the Budget… The use of cash collateral will automatically renew for an additional month through September 30, 2018 unless: (a) the Debtor fails to file a Plan of Reorganization on or before August 30, 2018; or (b) on or before August 10, 2018 any secured creditor with a lien on cash collateral files and objection with the Court and serves on the same date the objection upon counsel for the Debtor...The Debtor is authorized to extend the cash collateral use period for an additional two month period commencing October 1, 2018, on the same terms as in paragraph 1 above (that is, for one additional month plus a second month if an objection is not filed by October 10, 2018) on fourteen days notice with opportunity for a hearing provided to the U.S. Trustee and any parties that may have a security interest in cash collateral." The Debtor sought and obtained approval of its fifth Motion for Continued Use of Cash Collateral for the period through November 30, 2018 on the same general terms as set forth above. The Debtor has filed its proposed Plan of Reorganization and Disclosure Statement and has obtained exit financing. The Debtor needs the continued use of cash collateral to proceed through the Plan Solicitation and confirmation process. Now, the Debtor is seeking authorization to use cash collateral to December 31, 2018 pursuant to the Budget with a line item variance of no more than 10% per month and an overall budget variance of no more than 10% in the aggregate per month. In addition, the Debtor seeks authority to pay the U.S. Trustee's quarterly fee. The use of cash collateral will automatically renew for an additional month through January 31, 2019 unless on or before December 10, 2018 any secured creditor with a lien on cash collateral files an objection with the Court and serves on the same upon counsel for the Debtors. A copy of the Motion is available at: http://bankrupt.com/misc/cob17-18643-218.pdf About Visual Health Solutions Headquartered in Fort Collins, Colorado, Visual Health Solutions, Inc. -- http://www.visualhealthsolutions.com/-- creates multimedia content, including medical animations, medical illustrations, and interactive graphics for the healthcare industry. Visual Health Solutions' multimedia medical library content includes 3D medical animations, medical device animations, pharmaceutical MOA animations, multimedia programs, medical illustrations, and interactive anatomy models. Visual Health partners with hospitals to create new patient education content and pharmaceutical companies to assist with sales training and product launch or development. Visual Health Solutions filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 17-18643) on Sept. 18, 2017. In the petition signed by CEO Paul Baker, the Debtor estimated assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. Judge Elizabeth E. Brown presides over the case. Aaron A Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel to the Debtor. Weinman & Associates, is the Debtor's special investigation counsel. WEATHERFORD INTERNATIONAL: Completes Sale of Saudi Arabia Business ------------------------------------------------------------------ Weatherford International plc has completed the sale of its Precision Drilling Services Saudi Arabia land drilling operations, including 11 drilling rigs, 923 employees and associated customer contracts to ADES International Holding Ltd. for $92.5 million in cash. In July 2018, a subsidiary of Weatherford signed definitive agreements with ADES International Holding Ltd. for the sale of Weatherford's land drilling rig operations in Algeria, Kuwait and Saudi Arabia as well as two idle land rigs in Iraq, for an aggregate cash purchase price of $287.5 million. The Transaction includes 31 land drilling rigs and related drilling contracts, as well as approximately 2,300 employees and contract personnel. This is the second in a series of four closings, the majority of which are expected to be completed by year-end 2018, subject to regulatory approvals, consents and other customary closing conditions. In November 2018, the Company announced the closing of the Kuwait land drilling rigs sale for $123 million in cash, and an additional $12 million in cash pending the delivery of the two idle land drilling rigs from Iraq. Weatherford will use the proceeds to reduce its debt. About Weatherford Weatherford (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 90 countries and has a network of approximately 710 locations, including manufacturing, service, research and development and training facilities and employs approximately 28,450 people. Weatherford reported a net loss attributable to the Company of $2.81 billion in 2017, a net loss attributable to the Company of $3.39 billion in 2016, and a net loss attributable to the Company of $1.98 billion in 2015. As of Sept. 30, 2018, Weatherford had $8.83 billion in total assets, $10.34 billion in total liabilities and a total shareholders' deficiency of $1.50 billion. WILSON MANIFOLDS: Wins BB&T Consent to Use Cash Collateral ---------------------------------------------------------- The Hon. Raymond B. Ray, Judge of the U.S. Bankruptcy Court for the Southern District of Florida, has resolved Branch Banking & Trust Company's Motion to Prohibit Use of Cash Collateral, authorizing Wilson Manifolds, Inc. to use its cash collateral in the regular course of its business affairs. During the pendency of this bankruptcy and until further Order of the Court, all pre- petition and post-petition income will be turned over and paid to the Debtor for deposit into the Debtor in Possession bank accounts. The Debtor is party to a consolidated Promissory Note in the original amount of $278,687. This Promissory Note consolidated two prior notes executed by the Debtor in favor of BankAtlantic. BB&T is a successor in interest to BankAtlantic. The latest Consolidated Note is a continuation and relates back to the original obligation that commenced between the parties in 2006, and all extensions thereof. To secure payment of the Consolidated Note, the Debtor executed a Security Agreement with the following described Collateral: accounts, including all contract rights and receivables, inventory, equipment and proceeds from the Debtor's use of inventory and equipment. BB&T is granted nunc pro tunc, as of the Petition Date, a replacement lien to the same extent, validity and priority as any pre-petition lien, on and in all property set forth in the respective security agreements and related lien documents of BB&T on the specific collateral listed in the security documents, including proceeds derived from the creditors' collateral generated post-petition by the Debtor, on an interim basis through and including the interim hearing in this matter, without any waiver by the Debtor as to the extent, validity or priority of said liens. In addition, the Debtor will remit adequate protection payments on the 15th day of each month during this pending Chapter 11 case in the amount of $2,000 per month through December 15, 2018 and then $3,574 per month beginning January 15, 2019 and continuing on the 15th of each month thereafter. A copy of the Order is available at: http://bankrupt.com/misc/flsb18-21658-46.pdf About Wilson Manifolds Inc. Wilson Manifolds, Inc. manufactures products for the automotive and racing industries. It specializes in custom-built and installed parts for high-performance vehicles. Wilson Manifolds sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21658) on Sept. 21, 2018. The case is jointly administered with the Chapter 11 case of Keith D. Wilson, the company's president (Bankr. S.D. Fla. Case No.18-21662). In the petition signed by Mr. Wilson, Wilson Manifolds estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Debtor tapped Hoffman, Larin & Agnetti, P.A., as its legal counsel; and Steven Siegalaub of Siegelaub, Rosenberg, Golding & Feller, P.A., as its accountant. Eric Rubin and Moecker Auctions, Inc., serves as appraiser. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. 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Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***