/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181214.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 14, 2018, Vol. 22, No. 347 Headlines 160 ROYAL PALM: Hires Cushman & Wakefield as Real Estate Appraiser 2745 WEST 16TH STREET: Secured Claims to Get $12K Monthly Payments 303 DEAN REALTY: Unsecured Creditors to Get Paid on Effective Date 711 PARK PL: Voluntary Chapter 11 Case Svummary ABE'S BOAT: Jan. 4 Continuation of Hearing on Disclosure Statement ACHAOGEN INC: Robert Duggan Has 20.4% Stake as of Dec. 12 ADVANCED SPORTS: Committee Seeks to Hire Cooley as Co-Counsel ADVANCED SPORTS: Committee Taps Province Inc. as Financial Advisor ALSTRAW ENTERPRISES: Taps Brandon Accounting Services as Accountant ALTICE FRANCE: Bank Debt Trades at 4% Off AMERICAN AIRLINES: S&P Affirms 'BB+' Senior Secured Rating AMERICAN AXLE: Bank Debt Trades at 4% Off AMERICAN TIRE: Files Plan Supplement ANCHOR GLASS: Bank Debt Trades at 15% Off AP EXHAUST: S&P Lowers Issuer Credit Rating to CCC+, Outlook Dev. ARMAN MANAGEMENT: Proposed Use of BankUnited Cash Collateral Denied BAKKEN RESOURCES: Hires Brownstein Hyatt as Nevada Counsel BAKKEN RESOURCES: Hires Lowenstein Sandler LLP as Counsel BARCHELLA LANDSCAPE: Hires DelBello Donnellan as Attorney BAY CIRCLE: Ronald Glass Appointed as Chapter 11 Trustee BOY SCOUTS: Taps Sidley Austin to Assist in Possible Ch. 11 Filing BRIDGEPORT BIODIESEL: Taps Equity Partners, HGB as Sale Agents BRISTOW GROUP: Egan-Jones Lowers Senior Unsecured Ratings to CCC+ BUILDERS FIRSTSOURCE: Bank Debt Trades at 5% Off CARESTREAM HEALTH: S&P Affirms B ICR on Credit Agreement Amendment CIP INVESTMENT: Cash Collateral Use Through Dec. 31 Okayed CITATION X8: Case Summary & Unsecured Creditors COLLEEN & TOM: Seeks Court Approval to Hire Appraiser COMMUNITY HEALTH: Appoints Elizabeth Hirsch as Director COMPUTA-BASE MACHINING: Taps Asterion Inc. as Financial Advisor CWGS GROUP: $250MM Bank Debt Trades at 8% Off CWGS GROUP: $937MM Bank Debt Trades at 8% Off DEL MONTE: Bank Debt Trades at 15% Off DENNIS JOHNSON II: Jan. 25 Disclosure Statement Hearing DISCOVERY INC: Egan-Jones Lowers Sr. Unsec. Debt Ratings to BB DURR MECHANICAL: Taps Peckar & Abramson as Special Counsel DURR MECHANICAL: Taps Schiff Hardin as Special Construction Counsel EDGEWELL PERSONAL: Egan-Jones Lowers Sr. Unsecured Ratings to B+ EDWARD ASSOCIATES: Hires Michelle Steele as Bookkeeper EMBA TRANSPORTATION: U.S. Trustee Unable to Appoint Committee ENERSYS: S&P Affirms 'BB+' ICR on Alpha Technologies Acquisition EXCELITAS TECHNOLOGIES: S&P Rates $80MM First Lien Loan 'B-' EXCO RESOURCES: Confirmation Hearing Rescheduled to Dec. 18 FAIRFAX COUNTY RHA: S&P Cuts Rating on 1998A Housing Bonds to CCC+ FIRST BANCORP: Fitch Ups Issuer Default Rating to B, Outlook Stable FIRSTENERGY SOLUTIONS: Taps BDO USA as Accountant FLIPDADDY'S LLC: Hires Diller and Rice as Bankruptcy Counsel GIRARD MANUFACTURING: Feb. 5 Plan Confirmation Hearing GRAND CANYON RANCH: FCI Files 5th Amended Plan of Liquidation GREATER CLEVELAND: Unsecureds to Get Quarterly Payments in 84 Mos HARD-MIRE RESTAURANT: Jan. 3 Plan Confirmation Hearing HARLAND CLARKE: Bank Debt Trades at 9% Off HERB PHILIPSON'S: May Use Cash Collateral Through Dec. 19 HIS GRACE: Jan. 31 Plan Confirmation Hearing HOOK LINE: D. Buchholdt Objects to 2nd Amended Plan and Disclosures IHEARTMEDIA INC: Reaches Settlement on CCOH $1-Bil. Claim INNOVATIVE CONSTRUCTION: U.S. Trustee Unable to Appoint Committee ITALO-AMERICAN CITIZENS: U.S. Trustee Unable to Appoint Committee JRL TRANSPORTATION: Case Dismissal Moots Cash Collateral Use JWCCC LLC: Unsecured Creditors to Recoup 10% Over 5 Years JXB 84: Seeks to Hire Fillmore Real Estate as Broker KEEHAN TENNESSEE: Case Summary & 7 Unsecured Creditors LASTING IMPRESSIONS: Unsecureds to Get 5% Over 120 Months LEWAN LAND: Voluntary Chapter 11 Case Summary LUXURY LIMOUSINE: Unsecured Creditors to Recoup 4% Under Plan M.D.C. HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to BB MAGEE BENEVOLENT: Seeks to Hire Horne LLP as Accountant MALLINCKRODT GROUP: Bank Debt Trades at 4% Off MALLINCKRODT PLC: Bank Debt Trades at 4% Off MAREMONT CORP: Solicits Votes from Asbestos Claimants on Plan MCDERMOTT INTERNATIONAL: Bank Debt Trades at 4% Off MIAMI INTERNATIONAL: Jan. 11 Plan Confirmation Hearing MISSOURI CITY: Wells Fargo to Get $2.9K Monthly Payment for 60 Mos MISYS PLC: $1.245-Bil. Bank Debt Trades at 4% Off MISYS PLC: $3.5-Bil. Bank Debt Trades at 4% Off MODERN PROMOS: U.S. Trustee Unable to Appoint Committee NEIMAN MARCUS: Bank Debt Trades at 14% Off NEIMAN MARCUS: Marble Demands Return of MyTheresa Assets NEW MEXICO MFA: S&P Cuts Rating on 2003A/B Housing Bonds to BB+ NORTHERN POWER: UK Wind Turbine Business Sale Nets $280,000 OXFORD ASSOCIATES: New Hudson Plan Discloses $2.25MM Bid for Units PARKER DRILLING: Case Summary & 50 Largest Unsecured Creditors PARKER DRILLING: Files for Pre-Arranged Chapter 11 Reorganization PARKER DRILLING: S&P Lowers ICR to D Amid Bankruptcy Filing PARKER DRILLING: Strikes Deal with Investment Funds for Ch.11 Plan PHENIX TRANSPORTATION: Voluntary Chapter 11 Case Summary PITTSBURGH CORNING: Arbitrators Award $178.5M in Asbestos Case PRESCRIPTION ADVISORY: Has Interim Approval to Use Cash Collateral PRINCESS YENENGA: Seeks to Hire Lauren Michaels as Broker PRIUM COMPANIES: Jan. 9 Plan Confirmation Hearing PROFLO INDUSTRIES: Interim Cash Collateral Use Until Jan. 15 Okayed PROMISE HEALTHCARE: Jan. 11 Deadline for Silver Lake Assets Set PURE FISHING: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable QEP RESOURCES: Egan-Jones Lowers Senior Unsecured Ratings to BB- RACKSPACE HOSTING: $1.995BB Bank Debt Trades at 6% Off RACKSPACE HOSTING: $800MM Bank Debt Trades at 6% Off RB SMITH LAND: Case Summary & 2 Unsecured Creditors REAGOR AUTO MALL: Seeks to Hire BlackBriar, Appoint CRO REDOX POWER: Seeks to Hire Verity as Financial Advisor REEL AMUSEMENTS: Jan. 8 Hearing on Disclosure Statement RESTLAND MEMORIAL: U.S. Trustee Unable to Appoint Committee RMH FRANCHISE: Acon Equity Letter Explains $32M Cash Infusion SAN LUIS FACILITY: S&P Hikes Senior Lien Revenue Bonds to CCC+ SCIENTIFIC GAMES: Hikes Revolving Credit Facility to $620.7-Mil. SEADRILL LIMITED: Bank Debt Trades at 15% Off SFR GROUP: $1.4-Bil. Bank Debt Trades at 7% Off SFR GROUP: $2.15-Bil. Bank Debt Trades at 7% Off SIDELINE 96TH STREET: Seeks Authority to Use Cash Collateral SOUTH TEXAS INNOVATIONS: U.S. Trustee Unable to Appoint Committee SOUTHEASTERN HOSPITALITY: Gets Nod on Final Cash Collateral Use SUMMIT HME: Has Interim Authorization to Use Cash Collateral SYNERGY PHARMA: Bausch Enters Into Stalking Horse Agreement SYNERGY PHARMACEUTICALS: Case Summary & 20 Top Unsecured Creditors SYNERGY PHARMACEUTICALS: Files Chapter 11 to Sell to Bausch TOP TIER: Unsecureds May Recover 120% Under 1st Amended Plan TOYS R US: Reaches Comprehensive Intercompany Settlement Deal TUNSTALL HOLDINGS: Bank Debt Trades at 3% Off UNITED MEXICAN: Egan-Jones Lowers Senior Unsecured Ratings to BB- US LBM: Bank Debt Trades at 4% Off VIASAT INC: Egan-Jones Lowers Sr. Unsecured Ratings to B- VIP CINEMA: S&P Lowers ICR to B- on Weakened Operating Performance VRAJ CENTURY: Case Summary & Unsecured Creditor WIDEOPENWEST FINANCE: Bank Debt Trades at 5% Off X-TREME BULLETS: Seeks to Hire Presnell Gage as Accountant YOSI SAMRA: Jan. 10 Plan Confirmation Hearing ZACKY & SONS: Has Interim Approval to Use Cash Collateral [*] Nine Lawyers Named to O'Melveny's 2019 Partner Class [*] Paul, Weiss Announces Election of New Partners [^] BOOK REVIEW: Inside Investment Banking, Second Edition ********* 160 ROYAL PALM: Hires Cushman & Wakefield as Real Estate Appraiser ------------------------------------------------------------------ 160 Royal Palm, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Jeffrey S. Brown and Cushman & Wakefield of Georgia, Inc., as the Debtor's real property appraiser regarding the Debtor's real property located at 160 Royal Palm Way, Palm Beach, Florida 33480. Cushman & Wakefield will charge a flat fee of $18,000 for its appraisal services. Jeffrey S. Brown, managing director at Cushman & Wakefield of Georgia, attests that his firm does not hold or represent an adverse interest to the estate, and is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). The firm can be reached at: Jeffrey S. Brown Cushman & Wakefield of Georgia, Inc. 1180 Peachtree Street NE, Suite 3100 Atlanta, GA 30309 Phone: 404 6823377 Mobile: (770) 971-7949 About 160 Royal Palm 160 Royal Palm, LLC is a Florida limited liability company, which owns prime real property consisting of a partially constructed hotel/condominium located at 160 Royal Palm Way, Palm Beach, Florida. The property is under state court receivership. 160 Royal Palm filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19441) on Aug. 2, 2018. In the petition signed by Cary Glickstein, sole and exclusive manager, the Debtor disclosed $16,447,759 in total assets and $114,926,976 in total liabilities. Judge Erik P. Kimball is assigned to the case. Philip J. Landau, Esq., at Shraiberg, Landau & Page, P.A., is the Debtor's counsel; and Greenberg Traurig, P.A. as its special counsel and title agent. No official committee of unsecured creditors has been appointed in the Debtor's case. 2745 WEST 16TH STREET: Secured Claims to Get $12K Monthly Payments ------------------------------------------------------------------ 2745 West 16th Street, LLC, filed a Chapter 11 plan and accompanying disclosure statement, proposing to pay secured claims, classified in Class 1, in equal monthly payments of $12,500 for a period of one year on the Effective Date and the balance on the anniversary date of the Effective Date. On Effective Date, the Debtor will have sufficient funds to implement the first part of the Plan, which will be paid over 12-month period. The funds will be received through the collection of rent from the tenants at the subject property, which presently totals $13,300.00 per month. The Debtor intends to increase the rent so that the total income from rents will be $17,000.00. After the initial twelve month period, the Debtor will receive a loan from GPS Capital9, 953 East 31st Street, Brooklyn, New York 11210, in the sum of $1,600,000. A full-text copy of the Disclosure Statement dated Dec. 6, 2018, is available at: http://bankrupt.com/misc/nyeb18-11844708ess-35.pdf Based in Brooklyn, New York, 2745 West 16th Street LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B), filed a voluntary Chapter 11 Petition (Bankr. E.D.N.Y., Case No. 18-44708) on Aug. 15, 2018. The case is assigned to Judge Elizabeth S. Stong. The Debtor's Counsel is Solomon Rosengarten, Esq., in Brooklyn, New York. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. The petition was signed by Joseph Vitale, sole member. The Debtor stated it has no unsecured creditors. 303 DEAN REALTY: Unsecured Creditors to Get Paid on Effective Date ------------------------------------------------------------------ 303 Dean Realty Inc. filed an amended plan of reorganization and accompanying disclosure statement to provide that general unsecured claims will be paid on the Effective Date with interest at the Federal Judgment Rate in effect on the Effective Date from the Filing Date. The prior Plan proposed to pay General Unsecured Claims in equal monthly payments over 18 months, with interest at the Federal Judgment Rate in effect on the Confirmation Date, with the first payment being due on the Effective Date. Class 1: Secured Claim of DSL is impaired. Class consists of the Allowed Secured Claim of DSL. DSL filed a secured claim for $1,968,105.48 plus alleged post-petition default rate interest. DSL and the Debtor have reached a resolution of DSL’s Claim, which will result in DSL having an Allowed Secured Claim of $1,700,000.00 as of the Effective Date. That Claim shall be an Allowed Secured Claim in the amount of $1,700,000.00 and the lien shall continue in place as a first priority lien, which shall prime any existing liens or claims against the Real Property and shall be paid as an Amended and Restated Note and Mortgage and Security Agreement mortgage. Class 2: Alleged Secured Claim of Edith is impaired. Edith has filed a Secured Claim in the amount of $900,000.00, and an Unsecured Claim for that same amount, which is disputed by the Debtor. As part of the settlement negotiated as part of the mediation, Edith shall withdraw its Unsecured Claim have an Allowed Secured Claim of $225,000.00. Edith shall receive a payment on that Claim of $50,000.00 on the Effective Date and shall be given an unsecured promissory note for $175,000.00 payable within eighteen (18) months and which shall accrue interest at 2% per annum, with such interest to be paid upon maturity or earlier payment. Class 3: General Unsecured Claims are impaired. Class consists of the following Allowed General Unsecured Claims: Claim #1. NYS Department of Taxation $410.18, Claim #3. IRS $6,388.77, Claim #4. Consolidated Edison $121.50. These Allowed Unsecured Claims shall be paid on the Effective Date with interest at the Federal Judgment Rate in effect on the Effective Date from the Filing Date. Class 4: Insider Claims are impaired. Class consists of Allowed Insider Claims of loans made to Debtor from affiliates and Insiders of Debtor and/or its members which total $181,334.66. Class 3 Allowed Claims shall be subordinate to General Unsecured Claims. These Allowed Claims shall not be paid on the Effective Date and shall remain as liabilities of the Debtor. Class 5: Interests are impaired. Class consists of Allowed Interests and Claims of the shareholder of the Debtor. The President of the Debtor shall make a new value contribution of at least $50,000.00, and shall obtain all of the interests of Bruce Falloon in the Post-Confirmation Debtor. This transfer shall be exempt from any Exempt Taxes. The Debtor shall effectuate the terms of the plan through the use of cash on hand in the Debtor, together with a new value contribution by Dawn Foster in the sum of at least $50,000.00. Debtor shall obtain: (i) the New Loan from DSL on the Effective Date for up to Eighteen Months on the terms set forth in the treatment of Class 1 and then from a third party lender to obtain the necessary funds to tender payment in full to DSL and Edith under the terms of the Plan. A full-text copy of the Disclosure Statement dated December 3, 2018, is available at: http://bankrupt.com/misc/nyeb18-11842786ess-68-1.pdf About 303 Dean Realty 303 Dean Realty Inc. is a real estate company that owns a property located in Brooklyn, New York valued by the company at $4 million. 303 Dean Realty Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42786) on May 14, 2018. In the petition signed by Dawn Foster, president, the Debtor disclosed total assets of $4 million assets and total liabilities of $2.86 million. Avrum J. Rosen, Esq. at Rosen, Kantrow & Dillon, PLLC, serves as counsel to the Debtor. 711 PARK PL: Voluntary Chapter 11 Case Svummary ----------------------------------------------- Debtor: 711 Park Pl Realty LLC 1448 Bedford Avenue 1A Brooklyn, NY 11216 Business Description: 711 Park Pl Realty LLC is privately held company in Brooklyn, New York engaged activities related to real estate. It owns a commercial condominium space currently valued at $1.40 million. Chapter 11 Petition Date: December 12, 2018 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 18-47120 Judge: Hon. Carla E. Craig Debtor's Counsel: Daniel M O'Hara, Jr., Esq. MCLOUGHLIN, O'HARA, WAGNER & KENDALL LLP 250 Park Avenue, 7th Floor New York, NY 10177 Tel: (212) 867-8285 Fax: 917-382-3934 E-mail: dohara@mowklaw.com Total Assets: $1,556,807 Total Liabilities: $683,250 The petition was signed by Alfred Lawrence Francis, member. The Debtor filed an empty list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb18-47120.pdf ABE'S BOAT: Jan. 4 Continuation of Hearing on Disclosure Statement ------------------------------------------------------------------ The hearing on the Amended Disclosure Statement explaining Abe's Boat Rentals, Inc., is continued to Jan. 4, 2019 at 10:30 a.m. All new objections and responses to the Amended Disclosure Statement be filed by no later than Jan. 3. The Plan Sponsor -- Orinoco Natural Resources, LLC or its designee -- has agreed to acquire 100% of the equity interests in the Debtor in exchange for a cash payment of $750,000. The cash payment will be deposited into a segregated account established by the Debtor and used as follows: (i) Payments to holders of Allowed General Unsecured Claims as contemplated under the Plan in the amount of $350,000; (ii) Payments to holders of Allowed Administrative Claims and then to Priority Tax Claims as contemplated under the Plan in the amount of $250,000; and (iii) a loan to the Debtor in the amount of $100,000 to be used to pay Allowed Administrative Expense Claims. Holders of general unsecured claims, classified in Class 6, will recoup an estimated 40%. Payments to holders of other Allowed Claims will be derived from the Reorganized Debtor's post-Confirmation Date business operations and proceeds of Causes of Action. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/yczhuep7 from PacerMonitor.com at no charge. About Abe's Boat Rentals Abe's Boat Rentals, Inc. -- https://www.abesboatrental.com/ -- is a privately-owned vessel operator located in Belle Chasse, Louisiana, with a fleet of 19 vessels. The Company's business segments have expanded to also provide crews and vessels for environmental construction, restoration projects and cleanup, plugging and abandonment, rig decommissioning and other new markets. Abe's Boat Rentals was founded in 1979 by Abraham Ton. Abe's Boat Rentals, Inc., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-11102) on April 27, 2018. In the petition signed by Hank Ton, president, the Debtor estimated $1 million to $10 million in assets and liabilities. Congeni Law Firm, LLC, is the Debtor's counsel. ACHAOGEN INC: Robert Duggan Has 20.4% Stake as of Dec. 12 --------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Achaogen, Inc. as of Dec. 12, 2018: Shares Percentage Beneficially of Reporting Person Owned Shares ---------------- ------------ ------------ Robert W. Duggan 9,389,734 20.4% Genius Inc. 72,170 Less Than 1% Blaze-on Corporation 30,000 Less Than 1% Robert W. Duggan Foundation 100,255 Less Than 1% The aggregate percentage of Shares reported owned by each of the Reporting Persons is based on 46,119,841 Shares outstanding, as of Nov. 1, 2018, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on Nov. 8, 2018. As of the close of business on Dec. 12, 2018, Mr. Duggan directly owned 9,187,309 Shares. As the sole shareholder of Genius Inc., Mr. Duggan may be deemed the beneficial owner of the 72,170 Shares owned by Genius Inc. As the sole officer and sole director of Blaze-On, Mr. Duggan may be deemed the beneficial owner of the 30,000 Shares owned by Blaze-On. As the president of RWD Foundation, Mr. Duggan may be deemed the beneficial owner of the 100,255 Shares owned by RWD Foundation. The aggregate purchase cost of the 9,187,309 Shares owned directly by Mr. Duggan is approximately $117,217,472, including brokerage commissions. Those Shares were acquired with personal funds. A full-text copy of the regulatory filing is available at no charge at: https://is.gd/JOwoZB About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. Achaogen's first commercial product is ZEMDRI, for the treatment of adults with complicated urinary tract infections, including pyelonephritis. The Achaogen ZEMDRI program was funded in part with federal funds from the Biomedical Advanced Research and Development Authority (BARDA). The Company is currently developing C-Scape, an orally-administered beta-lactam/beta-lactamase inhibitor combination, which is also supported by BARDA. C-Scape is investigational, has not been determined to be safe or efficacious, and has not been approved for commercialization. Achaogen incurred a net loss of $125.6 million in 2017, a net loss of $71.22 million in 2016 and a net loss of $27.09 million in 2015. As of Sept. 30, 2018, Achaogen had $97.30 million in total assets, $62.51 million in total liabilities, $10 million in contingently redeemable common stock, and $24.78 million in total stockholders' equity. As of Sept. 30, 2018, the Company had working capital of $41.0 million and unrestricted cash, cash equivalents and short-term investments of $58.2 million. On Nov. 5, 2018, the Company announced that it has begun a review of strategic alternatives to maximize shareholder value, including but not limited to the potential sale or merger of the Company or its assets. The Company may be unable to identify or execute such strategic alternatives for it, and even if executed such strategic alternatives may not enhance stockholder value or its financial position. The Company also announced on Nov. 5, 2018 a restructuring of its organization to preserve cash resources which is expected to reduce total operating expenses by approximately 35-40 percent, excluding one-time charges. The restructuring is expected to be largely completed before the end of 2018. The restructuring is designed to focus the Company's cash resources on the continued successful launch of ZEMDRI and advancing C-Scape. These estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring. "Based on our available cash resources, which exclude restricted cash and $25.0 million which will be collateralized in connection with the SVB Loan Agreement if our cash balance falls below a certain threshold, we believe we have sufficient funds to support current planned operations through the middle of the first quarter of 2019. This condition results in the assessment that there is substantial doubt about our ability to continue as a going concern," the Company said in its Quarterly Report for the period ended Sept. 30, 2018. ADVANCED SPORTS: Committee Seeks to Hire Cooley as Co-Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Advanced Sports Enterprises, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Cooley LLP. Cooley will serve as co-counsel with Waldrep LLP, another law firm tapped by the committee in connection with the Chapter 11 cases of Advanced Sports and its affiliates. The firm has agreed that all attorneys handling the Debtors' cases whose customary hourly rate is in excess of $875 will be reduced to $850. Attorneys, paraprofessionals and other staff whose customary hourly rate is below $875 will provide a 15% discount. The Cooley personnel anticipated to handle the Debtors' cases and their hourly rates are: Current Adjusted Hourly Rate Hourly Rate ----------- ----------- Jay Indyke $1,250 $850 Cathy Hershcopf $1,120 $850 Max Schlan $865 $735 Sarah Carnes $710 $604 Mollie Canby $255 $217 Jay Indyke, Esq., at Cooley, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Cooley can be reached through: Jay Indyke, Esq. Cooley LLP The Grace Building 1114 Avenue of the Americas, 46th Floor New York, NY 10036-7798 Phone: +1 212 479 6080 Fax: +1 212 479 6275 E-mail: jindyke@cooley.com About Advanced Sports Enterprises Advanced Sports Enterprises, Inc., designs, manufactures and sells bicycles and related goods and accessories. Advanced Sports, Inc. is a wholesale seller of bicycles and accessories. ASI owns the following bicycle brands and is responsible for their design manufacture and worldwide distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday. Performance Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories and operates a national distribution of these goods under the Performance Bicycle brand through an internet website business via the URL http://www.performancebike.com/ Bitech, Inc.m, operates 104 retail stores across 20 states under the Performance Bicycle brand related to the sale of bicycles and related good and accessories. The businesses of Performance and Bitech operate in conjunction with each other and they share a number of services and a distribution warehouse. Nashbar Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories under the Bike Nashbar brand through an internet website business via the URL http://www.bikenashbar.com/ The businesses of Nashbar also operate in conjunction with Performance and share services and a distribution warehouse. Advanced Sports Enterprises and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-80856) on Nov. 16, 2018. Advanced Sports Enterprises estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million while Advanced Sports, Inc., estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases have been assigned to Judge Benjamin A. Kahn. The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as their bankruptcy counsel; D.A. Davison & Co. as investment banker; Clear Thinking Group LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors on Nov. 27, 2018. The committee tapped Waldrep LLP and Cooley LLP as its legal counsel, and Province Inc. as its financial advisor. ADVANCED SPORTS: Committee Taps Province Inc. as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of Advanced Sports Enterprises, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire a financial advisor. The committee proposes to employ Province Inc. to give advice on the current state of the Chapter 11 cases of Advanced Sports and its affiliates; review financial information provided by the Debtors; assess the proposed treatment of unsecured claims; assist the committee in any potential sale of the Debtors' assets; and provide other financial advisory services related to the cases. Province charges these hourly fees: Principal $790 - $835 Managing Director $620 - $685 Senior Director $570 - $610 Director $480 - $560 Senior Associate $395 - $475 Associate $350 - $390 Analyst $285 - $345 Paraprofessional $150 Stilian Morrison, managing director of Province, disclosed in a court filing that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Province can be reached through: Stilian Morrison Province Inc. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Phone: +1 (702) 685-5555 E-mail: info@provincefirm.com About Advanced Sports Enterprises Advanced Sports Enterprises, Inc., designs, manufactures and sells bicycles and related goods and accessories. Advanced Sports, Inc., is a wholesale seller of bicycles and accessories. ASI owns the following bicycle brands and is responsible for their design manufacture and worldwide distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday. Performance Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories and operates a national distribution of these goods under the Performance Bicycle brand through an internet website business via the URL http://www.performancebike.com/ Bitech, Inc., operates 104 retail stores across 20 states under the Performance Bicycle brand related to the sale of bicycles and related good and accessories. The businesses of Performance and Bitech operate in conjunction with each other and they share a number of services and a distribution warehouse. Nashbar Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories under the Bike Nashbar brand through an internet website business via the URL http://www.bikenashbar.com/ The businesses of Nashbar also operate in conjunction with Performance and share services and a distribution warehouse. Advanced Sports Enterprises and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-80856) on Nov. 16, 2018. Advanced Sports Enterprises estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million while Advanced Sports, Inc., estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases have been assigned to Judge Benjamin A. Kahn. The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as their bankruptcy counsel; D.A. Davison & Co. as investment banker; Clear Thinking Group LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors on Nov. 27, 2018. The committee tapped Waldrep LLP and Cooley LLP as its legal counsel, and Province Inc. as its financial advisor. ALSTRAW ENTERPRISES: Taps Brandon Accounting Services as Accountant ------------------------------------------------------------------- Alstraw Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ James H. Brandon, CPA, as accountant for the purpose of preparing the Debtor's 2016, 2017, and 2018 tax returns. Mr. Brandon has agreed to prepare all missing returns for the debtor for a flat fee of $2,500 for each year. Mr. Brandon has requested for a $1,250 retainer for each tax year filing to be prepared. Mr. Brandon disclosed in the court filing that he is not a creditor of the Debtor and has no adverse interest with the estate. The accountant can be reached at: James H. Brandon, CPA Brandon Accounting Services, LLC 16905 Germantown Road Germantown, MD 20874-3013 Tel: 301-452-2111 Fax: 301-972-0244 Email: jhbcpa@verizon.net About Alstraw Enterprises Alstraw Enterprises, Inc., operates four coin laundries at separate locations, including Dulles Park, Herndon, Dumfries and Manassas. Each of these businesses occupy leased space and some have different names under which they do business, the Dumfries location being known as "Plaza Coin Laundry" and Herndon being known as the "The Herndon Coin Laundry." Alstraw Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 18-11430) on April 23, 2018. The Debtor hired Richard G. Hall, as counsel. Stephen Karbelk of Auction Markets, LLC was appointed as the sales agent for the Debtor on July 12, 2018. Scott W. Miller of Analytic Financial Group, LLC was appointed as a financial advisor for the Debtor retroactively to June 15, 2018, on July 17, 2018. ALTICE FRANCE: Bank Debt Trades at 4% Off ----------------------------------------- Participations in a syndicated loan under which Altice France Est [Altice Blue One SAS] is a borrower traded in the secondary market at 95.75 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.79 percentage points from the previous week. Altice France pays 275 basis points above LIBOR to borrow under the $900 million facility. The bank loan matures on January 31, 2026. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. Altice France Est SAS provides cable operator services. The company was incorporated in 2002 and is based in Lampertheim, France. The company operates as a subsidiary of Altice S.A. AMERICAN AIRLINES: S&P Affirms 'BB+' Senior Secured Rating ---------------------------------------------------------- American Airlines Inc. is amending its three revolving credit facilities, including upsizing and adding collateral to its $1 billion revolving credit facility secured by routes, gates, and slots at London's Heathrow International Airport. The upsized Heathrow revolving credit facility would increase to $1.5425 billion. American is adding its routes, gates, and slots related to flying to other European airports to the collateral securing the revolving credit and related term loan that currently has $1.215 billion outstanding. S&P Global Ratings is affirming its 'BB+' issue-level ratings and maintaining our '1' recovery ratings, indicating an expected very high recovery (90%-100%; rounded estimate: 95%) in a hypothetical default scenario, on the revolving credit and term loan secured by the Heathrow and European collateral. S&P's other issue-level and recovery ratings are not affected. American proposes to amend its three revolving credit facilities, extending their maturities one year to October 2023, and adding borrowing capacity and collateral to the revolving credit secured by its routes, gates, and slots at Heathrow. It would remove five aircraft from that collateral pool, but these account for a small proportion of the total collateral value. Because the U.S. has an "open skies" aviation treaty with the EU, there is an obstacle to other airlines starting service based on available route authority. However, Heathrow and many other European airports have restrictions on takeoff and landing slots and on gate availability. These conditions create scarcity value and barriers to entry to new competitors. Appraisers estimate a value for such collateral by analyzing the related flying as a separate business within the airline currently operating the routes, in this case American. While the value estimated for the new European routes, gates, and slots is not as great as that at Heathrow, it is nonetheless material (the appraisals are not public). American's position on routes to continental Europe is not as strong as that on flying to Heathrow (where American and partner British Airways account for by far the largest share of slots). However, because American's routes to the continent are from its hubs in the U.S., the airline has a leading market share on them and flies to important destinations such as Paris, Frankfurt, and Madrid. The potential for Brexit injects some uncertainty as to the status of U.K. routes (mostly to Heathrow, but to a lesser extent American's routes to other U.K. airports). S&P believes it is likely that there would be a standstill agreement of some sort that would preserve the status quo pending negotiation of new treaties. The U.S. and U.K. governments indicated recently that they have reached an understanding on such contingency arrangements. S&P said, "In our analysis of appraisals, we choose a current value from a set of potential values provided (which vary based on assumed long-term growth rate and discount rate used to discount future forecast earnings), typically one of the most conservative such values. And we apply a haircut to the values in our recovery analysis to reflect the stresses that we would expect in a hypothetical bankruptcy of American. We assume that American would likely continue to operate these routes as part of a likely successful second bankruptcy reorganization. "After applying these stresses, we find that the upsized revolving credit and term loan secured by the Heathrow and other European routes, gates, and slots remain overcollateralized, supporting our '1' recovery rating and 95% rounded estimate. (We round our recovery estimates down for this indication, so the rounded estimate includes cases in which we estimate the creditor claims to be overcollateralized). As part of the amendments, American reduced its revolving credit secured by South American routes, gates, and slots to $1 billion from $1.2 billion. Our ratings and recovery ratings on that facility and the related term loan are not affected. American's revolving credit commitments will total $2.84 billion, compared with $2.5 billion currently." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- S&P said is maintaining its '1' recovery rating (95% rounded estimate) and affirming its 'BB+' issue-level rating on American's amended senior secured revolving credit facility and term loan secured by routes, gates, and slots at Heathrow and at various other European airports (also referred to as the 2014 credit facilities). S&P is maintaining its '1' recovery (95% rounded estimate) and 'BB+' issue-level rating on American's other senior secured revolvers and term loans. -- S&P is also maintaining its '4' recovery rating (40% rounded estimate) and 'BB-' issue-level rating on American's senior unsecured notes. -- S&P values the company on a discrete asset basis as a going concern, using current book values as reported and fair market values of appraised assets including routes, slots, and aircraft. -- S&P's valuations reflect its estimate of the value of the various assets at emergence from an assumed second reorganization based on current market appraisals as adjusted for expected realizations rates in a distressed scenario. Simulated default assumptions: -- Simulated year of default: 2022 Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $24,000 million -- Valuation split in % (obligors/equipment and aircraft): 44/56 -- Value available to first-lien(nonequipment) debt claims (Collateral): $10,592 million -- Secured (nonequipment) first-lien debt claims: $8,809 million --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to first-lien equipment debt claims (collateral): $13,410 million -- Secured equipment first-lien claims: $10,969 million --Recovery expectations: N/A -- Total value available to unsecured claims: $4,249 million -- Senior unsecured debt/pari passu unsecured claims: $1,282 million/$9,160 million --Recovery expectations: 30%-50% (rounded estimate: 40%) All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Equipment secured debt is rated in some instances using its Enhanced Equipment Trust Certificate criteria and is not part of this analysis but is available separately. RATINGS LIST American Airlines Inc. Issuer Credit Rating BB-/Stable/-- Ratings Affirmed American Airlines Inc. Senior Secured BB+ Recovery Rating 1(95%) AMERICAN AXLE: Bank Debt Trades at 4% Off ----------------------------------------- Participations in a syndicated loan under which American Axle & Manufacturing is a borrower traded in the secondary market at 96.19 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.91 percentage points from the previous week. American Axle pays 225 basis points above LIBOR to borrow under the $1.550 billion facility. The bank loan matures on April 7, 2024. Moody's rates the loan 'Ba2' and Standard & Poor's gave a 'BB' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. AMERICAN TIRE: Files Plan Supplement ------------------------------------ BankruptcyData.com reported that American Tire Distributors filed a Plan Supplement which attaches the following documents: Exhibit A: Form of New Organizational Documents (including Exhibit A(i): Charter, Exhibit A(ii): Shareholders’ Agreement, Exhibit A(iii): Bylaws for the Reorganized Debtors and Exhibit A(iv): Registration Rights Agreement) Exhibit B: Schedule of Assumed Executory Contracts and Unexpired Leases Exhibit C: Schedule of Preserved Rights of Action Exhibit D: Form of Amended ABL Credit Agreement Exhibit E: Form of Amended Term Loan Agreement Exhibit F: Form of FILO Agreement Exhibit G: Form of Warrant Agreement Exhibit H: New Board of Reorganized ATD About ATD Corp/American Tire Headquartered in Huntersville, North Carolina, ATD Corporation and its subsidiaries -- https://www.atd-us.com -- are distributors of replacement tires with more than 140 distribution centers and 1,400 delivery vehicles servicing a geographic region covering more than 90 percent of the replacement tire market for passenger vehicles and light trucks in the United States. ATD offers the broadest variety of products and value-added services that range from premium-quality tires and popular custom wheels to business support services and online platforms that cater to tire retailers and their potential customers. ATD has its own proprietary private-label and exclusive tire brands, such as Hercules and Ironman, to supplement its supply of industry-leading brand-name tires, including Continental, Michelin, Pirelli, Cooper, Nexen, Toyo-Nitto, Hankook, Kumho, and Falken among others. The Debtors and their non-Debtor subsidiaries currently employ approximately 5,500 people in the United States and Canada. ATD Corporation and eight of its affiliates filed for bankruptcy on Oct. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12221). In the petition signed by CFO William Williams, the Debtors estimated assets and liabilities of $1 billion to $10 billion. The Hon. Kevin J. Carey presides over the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Moelis & Company as financial advisor; AlixPartners LLP as restructuring advisor; and Kurtzman Carson Consultants, LLC as notice and claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors on Oct. 19, 2018. ANCHOR GLASS: Bank Debt Trades at 15% Off ----------------------------------------- Participations in a syndicated loan under which Anchor Glass Container Corporation is a borrower traded in the secondary market at 85.33 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.79 percentage points from the previous week. Anchor Glass pays 275 basis points above LIBOR to borrow under the $646 million facility. The bank loan matures on December 21, 2023. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. AP EXHAUST: S&P Lowers Issuer Credit Rating to CCC+, Outlook Dev. ----------------------------------------------------------------- AP Exhaust Intermediate Holdings LLC (APC) is likely to face increased liquidity risks because of worse than expected free operating cash flow (FOCF) deficits and high debt leverage. S&P Global Ratings is lowering its issuer credit rating on AP Exhaust to 'CCC+' from 'B-'. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'CCC+' from 'B-'. The '3' recovery rating is unchanged. S&P said, "The downgrade reflects our view that APC's credit metrics have worsened and will likely remain weak. The company's debt to EBITDA is likely to remain above 11x and we forecast FOCF to remain negative in 2019. In particular, we believe liquidity is likely to deteriorate as the company will burn substantial cash in the first quarter when it typically builds working capital. The working capital build could be higher in 2019 because of higher raw material costs and tariffs. "The developing outlook on APC reflects our view that we may lower or raise the ratings in the next few quarters depending on the company's success in raising product prices enough to offset raw material and tariff costs, as well as the level of negative free cash flow. It will also be dependent on whether U.S. tariffs on Chinese products increase to 25% in 2019. "We could lower our ratings on APC in the next 12 months if APC's negative FOCF is likely to trigger a liquidity crisis, such that availability on its ABL falls below $25 million on a sustained basis. This could occur if the company cannot raise prices enough to offset higher raw material costs, tariffs, and higher freight rates. "We could raise our ratings if EBITDA margins improve to at least 12% on an ongoing basis, allowing the company to generate sustained positive FOCF. This could occur if the company successfully increases prices while maintaining sales volumes near current levels or if the likelihood of further U.S. tariffs on Chinese products declines significantly." ARMAN MANAGEMENT: Proposed Use of BankUnited Cash Collateral Denied ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has entered an order denying Arman Management Corp.'s Emergency Motion for Order Authorizing the Final Use of Cash Collateral. The Court finds that the Debtor failed to carry its burden of demonstrating that it could adequately protect BankUnited, N.A.'s interests in cash collateral. The Debtor is directed provide an accounting of all cash collateral used under the Agreed Interim Order, upon request, in a form and substance reasonably satisfactory to BankUnited, N.A. About Arman Management Corp. Arman Management Corp., d/b/a S & A Food Mart, operates a self-serve gas station and convenience store. Arman Management filed as a Domestic For-Profit Corporation in the State of Texas on May 11, 2009, according to public records filed with Texas Secretary of State. Arman Management Corp. filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33489) on Oct. 26, 2018. In the petition was signed by Rizwanali Allidina, president and director, the case is assigned to Judge Barbara J. Houser. DeMarco-Mitchell, PLLC, led by name partner Michael S. Mitchell, serves as counsel to the Debtor. At the time of filing, the Debtor had $1,245,277 in total assets and $1,589,176 in total debt. BAKKEN RESOURCES: Hires Brownstein Hyatt as Nevada Counsel ---------------------------------------------------------- Bakken Resources, Inc. seeks authority from the United States Bankruptcy Court for the District of Nevada (Las Vegas) to hire Brownstein Hyatt Farber Schreck, LLP, as Nevada counsel to the Debtor. Services BHFS will render are: a. advise the Debtor with respect to its powers and duties as a debtor and debtor-in-possession in the continued management and operation of its business; b. attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in Chapter 11; c. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; d. prepare motions, applications, answers, orders, reports and papers on behalf of the Debtor as necessary to the administration of the estate; e. negotiate and prepare on the Debtor's behalf plan(s) of reorganization, disclosure statement(s) and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan(s); f. appear before this Court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor’s estate before such courts and the U.S. Trustee; and g. perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with the Chapter 11 Case. BHFS will charge $295.00 - $770.00 for attorneys and $195.00 - $215.00 for legal assistants and support staff. Samuel A. Schwartz, Esq., shareholder of Brownstein Hyatt Farber Schreck, LLP, attests that he and his firm are "disinterested persons," as that term is defined in section 101(14) of the Bankruptcy Code; and (c) do not hold or represent any interest adverse to the estates. The counsel can be reached at; Samuel A. Schwartz, Esq. Connor H. Shea, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 100 North City Parkway, Suite 1600 Las Vegas, NV 89106 Tel: (702) 802-2207 Fax: (702) 382-8135 About Bakken Resources Bakken Resources, Inc. (OTCMKTS:BKKN) -- 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. Bakken Resources filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-17254) on Dec. 7, 2018. The Debtor estimated $1 million to $10 million in assets and less than $1 million in liabilities. The Hon. Bruce T. Beesley is the case judge. BROWNSTEIN HYAT FARBER SCHRECK, LLP, led by Samuel A. Schwartz, Esq., and LOWENSTEIN SANDLER LLP serve as the Debtor's counsel. BAKKEN RESOURCES: Hires Lowenstein Sandler LLP as Counsel --------------------------------------------------------- Bakken Resources, Inc., seeks authority from the United States Bankruptcy Court for the District of Nevada (Las Vegas) to hire Lowenstein Sandler LLP as counsel to the Debtor. Bakken requires Lowenstein Sandler to: (a) provide the Debtor with advice and preparing all necessary documents regarding debt restructuring, bankruptcy and asset dispositions; (b) take all necessary actions to protect and preserve the Debtor's estate during the pendency of this Chapter 11 Case, including the prosecution of actions on the Debtor's behalf, the defense of actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved and objecting to claims filed against the estate; (c) prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports and papers in connection with the administration of this Chapter 11 Case, including without limitation, the preparation and defense of retention papers and fee applications for the Debtor's professionals (both proposed and retained), including Lowenstein Sandler; (d) counsel the Debtor with regard to its rights and obligations as Debtor-in-possession; (e) appear in Court to protect and promote the interests of the Debtor; and (f) perform all other legal services for the Debtor which may be necessary and proper in these proceedings and in furtherance of the Debtor's Chapter 11 Case. Lowenstein Sandler's current hourly rates are: Partners of the Firm $575 to $1,150 Senior Counsel and Counsel $405 to $700 (generally 7 or more years' experience) Associates $300 to $575 (generally less than 6 years’ experience) Paralegals and Assistants $115 to $300 Jeffrey L. Cohen, a partner with Lowenstein Sandler, attests that Lowenstein Sandler is "disinterested" as defined under Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtor's estate. The counsel can be reached at: Jeffrey Cohen, Esq. Gabriel L. Olivera, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 262-6700 Fax: (212) 262-7402 About Bakken Resources Bakken Resources, Inc. (OTCMKTS:BKKN) -- 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. Bakken Resources filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-17254) on Dec. 7, 2018. The Debtor estimated $1 million to $10 million in assets and less than $1 million in liabilities. The Hon. Bruce T. Beesley is the case judge. BROWNSTEIN HYAT FARBER SCHRECK, LLP, led by Samuel A. Schwartz, Esq., and LOWENSTEIN SANDLER LLP serve as the Debtor's counsel. BARCHELLA LANDSCAPE: Hires DelBello Donnellan as Attorney --------------------------------------------------------- Barchella Landscape & Masonry Corp. seeks authority from the United States Bankruptcy Court for the Southern District of New York (White Plains) to hire DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as its attorneys. Professional services DDWWW will render are: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare the necessary answers, orders, reports and other legal papers required for the Debtor’s protection from their creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtor in connection with any potential sale of the businesses; g. represent the Debtor in connection with obtaining post-petition financing, if necessary; h. take any necessary action to obtain approval of a disclosure statement(s) and confirmation of a plan(s) of reorganization; and i. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor’s estate and to promote the best interests of the Debtor, its creditors and its estate. DDWWW's 2018 hourly rates are: Attorneys $375 to $595 Law Clerks $200 Legal Assistants/ Paralegals $150 Erica Feynman Aisner, Esq. partner of the firm DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, assures the Court that DDWWW does not hold or represent any interest adverse to the Debtor's estate, and is a "disinterested person" as defined in Sec. 101(14) of the Bankruptcy Code. The counsel can be reached at: Erica R. Aisner, Esq. DELBELLO, DONNELLAN, WEINGARTEN, WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Phone: (914) 681-0200 About Barchella Landscape Barchella Landscape & Masonry Corp. is a masonry contractor in Port Chester, NewYork. 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. Barchella Landscape & Masonry Corp. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23880) on Dec. 6, 2018. In the petition signed by Wendy Barchella, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Robert D. Drain is the case judge. DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, led by Erica Feynman Aisner, is the Debtor's counsel. BAY CIRCLE: Ronald Glass Appointed as Chapter 11 Trustee -------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia approved the appointment of Ronald L. Glass as Chapter 11 Trustee for Bay Circle Properties, LLC. The approval was made following the request of the U.S. Trustee, dated December 11, 2018, in naming Ronald L. Glass as Chapter 11 Trustee for the Debtor. About Bay Circle Properties Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. Bay Circle Properties, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. In the petition signed by Chuck Thakkar, manager, Bay Circle estimated $1 million to $10 million in assets and liabilities. The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate, Inc., as real estate broker. BOY SCOUTS: Taps Sidley Austin to Assist in Possible Ch. 11 Filing ------------------------------------------------------------------ Boy Scouts of America is considering filing for bankruptcy amidst rising costs in defending sexual abuse litigation and dwindling membership, according to various news agencies. Katy Stech Ferek of The Wall Street Journal, citing people familiar with the matter, said the youth organization has hired Chicago-based law firm, Sidley Austin LLP, to assist it in a possible Chapter 11 bankruptcy filing. In its annual report for 2017, the organization said its "financial condition for 2018 and the next few years will depend, in large part, upon three factors. The first is the outcome of the litigation . . . and the impact to General Liability Insurance Program (GLIP). The second lies with the success of securing donations for the Summit Bechtel Family National Scout Reserve project in order to continue to pay bond payments as scheduled and maintaining compliance with debt covenants. The third factor is the economy and legislation and their effect on market conditions and liquidity requirements." The Journal pointed out that the organization, founded in 1910, has been at the center of sexual-abuse scandals in the past, and the organization is facing a number of lawsuits that allege inappropriate conduct by employees or volunteers in incidents dating back as far as the 1960s. Filing for bankruptcy would stop the litigation and would give the nonprofit a chance to negotiate with those who have sued, the Journal noted. Specifically, group stated in its annual report: "The National Council has been named as a defendant in several lawsuits alleging inappropriate conduct by local council employees or Scouting unit volunteers, including allegations of conduct that did not occur within Scouting and allegations of incidents dating back as far as the early 1960s. The National Council is also aware of threatened and expanding litigation of a similar nature. Most of the cases claim specific amounts of compensatory damages and, in a few cases, unspecified amounts of punitive damages." "There continues to be additional lawsuits filed alleging sexual abuse, including claims for punitive damages. The National Council could be required to pay damages out of its own funds to the extent the claims are not covered by insurance or if the insurance carriers are unable or unwilling to honor the claims. Based upon the nature of and management's understanding of the facts and circumstances that give rise to such actions and claims, management believes the reserves established by the General Liability Insurance Program of the National Council are sufficient to provide for the resolution of these lawsuits. However, in the event the General Liability Insurance Program or its reserves are insufficient to resolve such claims, it is the opinion of the National Council that the total amount of payments to resolve current and future claims could have a significant impact on the financial position or results of operations of the National Council in the future." Dallas News reported that, in a statement, Michael B. Surbaugh, the organization's chief Scout executive, said the group was "working with experts to explore all options available to ensure that the local and national programming of the Boy Scout of America continues uninterrupted." "We have a social and moral responsibility to fairly compensate victims who suffered abuse during their time in Scouting, and we also have an obligation to carry out our mission to serve youth, families and local communities through our programs," the statement said, according to Dallas News. The Journal noted that other organizations, like Catholic dioceses and, recently USA Gymnastics, which are facing similar sexual abuse cases have turned to bankruptcy protection. The Journal also pointed out that participation in the organization's programs has fallen in recent years, though the group opened some of its programs to girls and transgender boys. In the last two years, the Church of Jesus Christ of Latter-day Saints, formerly one of the group's largest sponsors, has withdrawn 610,000 scouts from the organization, the Washington Post said. In November, the Girl Scouts of the USA filed a trademark lawsuit against the Boy Scouts, saying its push for girls to join caused confusion and led to instances in which parents mistakenly signed their children up for Boy Scouts programs, the Journal added. BRIDGEPORT BIODIESEL: Taps Equity Partners, HGB as Sale Agents -------------------------------------------------------------- Bridgeport Biodiesel 2 LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire sale agents. The Debtor proposes to employ Equity Partners HG, LLC and Heritage Global Partners, Inc. to advertise, market and sell its assets via a two-phase process. During the initial phase, which will take place for up to 60 days following approval of its employment, Equity Partners will advertise and market the assets to seek a sale of all or a substantial portion of the assets in bulk. In the event Phase 1 concludes without a sale or there are substantial assets not included in the sale, Phase 2 will commence during which HGP will first market the assets for sale in bulk and subsequently on a piecemeal basis via public auction or private sale. With respect to a sale or lease of assets consummated as a result of or during the initial phase, the Debtor will pay a commission equal to the greater of $150,000 or (i) 8% of the first $3 million of aggregate gross sale proceeds, and (ii) 6% of the aggregate gross sale proceeds in excess of $3 million. In the case of a restructuring, joint venture, merger or refinancing done in lieu of a sale or lease, the fee will be paid in cash upon approval of the restructuring, plan of reorganization or settlement, and will be the greater of $150,000. With respect to those assets sold via an auction, each winning bidder will be charged a buyer's premium of 18% for any personal property sold, and 10% for any real property sold. Matthew LoCascio, principal of the firms, disclosed in a court filing that the firms are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firms can be reached through: Matthew LoCascio Equity Partners HG, LLC 16 N. Washington St., Suite 102 Easton, MD 21601 Phone: (866) 969-1115 About Bridgeport Biodiesel 2 Pearl River, New York-based Bridgeport Biodiesel, LLC, provides renewable biodiesel fuel made from recycled cooking oil to the Tri State Area and the North Eastern Seaboard. Bridgeport Biodiesel 2, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-22244) on Feb. 11, 2018. In the petition signed by CEO Brent Baker, the Debtor disclosed $32,078 in assets and $2.4 million in liabilities. Judge Robert D. Drain presides over the case. The Debtor tapped the Law Offices of Michael A. Koplen as its legal counsel. BRISTOW GROUP: Egan-Jones Lowers Senior Unsecured Ratings to CCC+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on December 3, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Bristow Group Incorporated to CCC+ from B-. EJR also downgraded the rating on commercial paper issued by the Company to C from B. Bristow Group Inc. was founded in 1955 and is headquartered in Houston, Texas. The company was formerly known as Offshore Logistics Inc. and changed its name to Bristow Group Inc. in February 2006. BUILDERS FIRSTSOURCE: Bank Debt Trades at 5% Off ------------------------------------------------ Participations in a syndicated loan under which Builders Firstsource Incorporated is a borrower traded in the secondary market at 95.3 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.75 percentage points from the previous week. Builders Firstsource pays 300 basis points above LIBOR to borrow under the $468 million facility. The bank loan matures on February 29, 2024. Moody's rates the loan 'B3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. CARESTREAM HEALTH: S&P Affirms B ICR on Credit Agreement Amendment ------------------------------------------------------------------ S&P Global Ratings is affirming its 'B' issuer credit rating on Carestream Health Inc. as well as its 'B' issue-level rating on the company's first-lien debt and 'B-' issue-level rating on the company's second-lien debt. The recovery ratings remain unchanged. All the ratings remain on CreditWatch with negative implications pending the outcome of the amendment. Rochester, N.Y.-based Carestream Health Inc. has launched an amendment to its credit facilities that would extend debt maturities by 18-20 months in exchange for an interest rate increase and other term changes. S&P views this transaction, if completed, as a credit positive, given significant maturities in June 2019. S&P said, "Our rating affirmation follows Carestream's announcement that it is seeking to amend and extend its credit facilities in a transaction that, if completed, would address our concerns around liquidity given the current June 2019 maturity profile. It also reflects our view that despite headwinds the company faces in its film business, its comprehensive cost optimization and restructuring plan will more than offset the impact of tariffs on its exports to China. We continue to expect that the company's adjusted leverage will be sustained below 5x over the coming few years and will improve to mid-4x in 2020." The CreditWatch reflects Carestream's weakened liquidity position until the amendment closes. S&P plans to resolve the CreditWatch when it learns the final structure of any amendment. S&P said, "If the company closes the proposed transaction, we expect to affirm the ratings and remove them from CreditWatch. Under this scenario, we would likely assign a negative outlook to reflect near-term execution risks, including the potential for disruptions to the business as the company concurrently engages in multiple operational changes. "If the proposed transaction does not close, we would likely lower our issuer and issue-level credit ratings by one or more notches due to escalating default risk given the approaching June 2019 maturities." CIP INVESTMENT: Cash Collateral Use Through Dec. 31 Okayed ---------------------------------------------------------- The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Texas has entered an interim order authorizing CIP Investment Properties, LLC's use of cash collateral in the ordinary course of business on a temporary basis through Dec. 31, 2018. A final hearing on Debtor's Cash Collateral Motion will be held on Dec. 13, 2018 at 1:30 p.m. The Debtor may use cash collateral for the expenses listed and in an amount not to exceed the totals listed per the Budget, in and for the time period covered by the Budget and for payment of United States Trustee fees owed pursuant to 28 U.S.C. Section 1930(a)(6). The Debtor and Farm Bureau Life ("FBL") will continue to utilize the existing Lockbox Agreement that was negotiated in Debtor's 2012 Bankruptcy case. Rents will be deposited into the Lockbox and FBL will sweep the account for its adequate assurance payment and necessary funds for the tax and insurance escrow. After the sweep, FBL will transfer the budgeted amount to Debtor for its use. The Debtor agrees to provide FBL with online access to account to verify accounts and disbursements. FBL will retain $78,029.54 from the Lockbox on a monthly basis. FBL will be granted replacement liens on and security interest in the DIP Accounts and the cash collateral including rents, income, profits, accounts receivable and accounts, which replacement lien and security interest as to existing cash collateral categories will have the same priority, extent and validity as FBL's security interests or other interests in the cash collateral used by Debtor. If, notwithstanding the foregoing replacement liens, FBL has a claim arising from the Debtor's use of the cash collateral, FBL will have a claim having priority over all other administrative expenses except post-petition ad valorem taxes and U.S. Trustee fees, claims by the Clerk of the Bankruptcy Court and unpaid fees and expenses of counsel for the debtor up to $3,000, as provided for under Code Section 507(b). The Debtor will continue to maintain the types and amounts of insurance on all its property and assets as required by the Loan Documents. The Debtor will maintain debtor-in-possession accounts in a form by acceptable by the Office of the U.S. Trustee and will deposit all cash collateral into the DIP Accounts. FBL will have a first priority-perfected lien on all DIP Accounts, and Debtor will not grant any control agreements to any other party. The Debtor will not open or utilize any other accounts without the prior written consent of the Bank and the U.S. Trustee. All funds in the DIP Accounts will be subject to FBL's replacement liens provided pursuant to Interim Order. A full-text copy of the Order is available at http://bankrupt.com/misc/ksb18-22039-107.pdf About CIP Investment CIP Investment Properties, LLC, a Single Asset Real Estate company as defined in 11 U.S.C. Section 101(51B), owns an office building located at East Thorn Drive, Wichita, Kansas. The Company previously filed for bankruptcy protection (Bankr. D. Kan. Case No. 12-21952) on July 17, 2012. CIP Investment Properties again filed a Chapter 11 petition (Bankr. D. Kan. Case No. 18-22039) in Kansas City on Sept. 28, 2018. In the petition signed by David F. Hoff, president/managing member, the Debtor estimated assets of $10 million to $50 million and debts of $10 million to $10 million. Bradley D. McCormack, Esq., at The Sadler Law Firm, serves as the Debtor's counsel. CITATION X8: Case Summary & Unsecured Creditors ----------------------------------------------- Five affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Citation X8, LLC 18-25471 1815 NW 51st Place Fort Lauderdale, FL 33309 Aero Investments 1173, LLC 18-25472 1815 NW 51st Place Fort Lauderdale, FL 33309 Hawker 258281, LLC 18-25473 1815 NW 51st Place Fort Lauderdale, FL 33309 Hawker 258437, LLC 18-25476 1815 NW 51st Place Fort Lauderdale, FL 33309 Morgan 1068 Leasing, Ltd. 18-25477 1815 NW 51st Place Fort Lauderdale, FL 33309 Business Description: Each of the Debtors is privately held company headquartered in Fort Lauderdale, Florida that operates in the aviation industry. Chapter 11 Petition Date: December 12, 2018 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judges: Hon. Raymond B. Ray (18-25471, 18-25472, and 18-25473) Hon. John K Olson (18-25476 and 18-25477) Debtors' Counsel: Craig A. Pugatch, Esq. RICE PUGATCH ROBINSON STORFER & COHEN, PLLC 101 NE 3 Ave #1800 Ft Lauderdale, FL 33301 Tel: 954-462-8000 Fax: 954-462-4300 Email: capugatch.ecf@rprslaw.com capugatch@rprslaw.com Assets and Liabilities: Estimated Estimated Assets Liabilities ------------------ ------------------- Citation X8, LLC $1-mil. to $10-mil. $1-mil. to $10-mil. Aero Investments 1173 $1-mil. to $10-mil. $1-mil. to $10-mil. Hawker 258281, LLC $1-mil. to $10-mil. $1-mil. to $10-mil. Hawker 258437, LLC $1-mil. to $10-mil. $500,000 to $1-mil. Morgan 1068 Leasing, Ltd. $0 to $50,000 $1-mil. to $10-mil. The petitions were signed by Ignacio Martinez, president and member. A full-text copy of Citation X8's petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-25471.pdf Debtor Aero Investments lists Aviation Enterprises, Inc. as its sole unsecured creditor holding a claim of $2,253,117. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb18-25472.pdf A full-text copy of Hawker 258281's petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-25473.pdf A full-text copy of Hawker 258437's petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-25476.pdf A full-text copy of Morgan 1068's petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-25477.pdf COLLEEN & TOM: Seeks Court Approval to Hire Appraiser ----------------------------------------------------- Colleen & Tom Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire an appraiser. The Debtor proposes to employ Daniel Watson to conduct an appraisal of its property and pay him an hourly fee of $75. Mr. Watson disclosed in a court filing that he does not have any connection with the Debtor, creditors or any "party in interest." About Colleen & Tom Enterprises Colleen & Tom Enterprises, Inc. -- http://cccfurnishings.com-- offers new and gently used home furnishing products. Colleen & Tom Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-16462) on Oct. 29, 2018. In the petition signed by Colleen Aiken, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Laurel E. Babero presides over the case. The Debtor tapped Leavitt Legal Services, P.C., as its legal counsel. COMMUNITY HEALTH: Appoints Elizabeth Hirsch as Director ------------------------------------------------------- Community Health Systems, Inc., has appointed Elizabeth T. Hirsch to its Board of Directors for a term expiring at the 2019 Annual Meeting of Stockholders. Hirsch, age 65, served as vice president and controller of Praxair, Inc., a supplier of industrial gases and coatings and related healthcare services and technologies, from 2010 until her retirement in August 2016. In that role, she was responsible for Praxair's global financial statement consolidation and Securities and Exchange Commission reporting. Prior to becoming controller, Hirsch served as a director and then vice president of investor relations for Praxair from 2002 until 2010. In that role she was recognized as the Best Investor Relations Professional in the Chemicals Sector by both buy-side and sell-side analysts in a 2011 Institutional Investor Survey. Hirsch joined Praxair in 1995 as director of corporate finance and later served as assistant treasurer. Prior to joining Praxair, she had fifteen years of experience in corporate banking, primarily at Manufacturers Hanover Trust Company. Hirsch also serves on the board of directors of the Women's Business Development Council of Connecticut and on the New York advisory board of Devereux Advanced Behavioral Health. She holds a master's degree in finance from New York University. "Elizabeth Hirsch brings valuable insight in the areas of accounting and finance to the CHS board," said Wayne T. Smith, chairman and chief executive officer of Community Health Systems, Inc. "Her educational background and years of experience as a senior accounting and finance executive in a large publicly traded corporation will provide beneficial perspective and strengthen an already outstanding group of directors." Ms. Hirsch will receive compensation as a non-employee director in accordance with the Company's non-employee director compensation program described in the Company's proxy statement filed with the U.S. Securities and Exchange Commission on April 5, 2018. As of Dec. 11, 2018, the Company's board members are: John A. Clerico, Michael Dinkins, James S. Ely III, John A. Fry, Tim L. Hingtgen, Elizabeth T. Hirsch, W. Norris Jennings, M.D., K. Ranga Krishnan, MBBS, Julia B. North (Lead Director), Wayne T. Smith, and H. James Williams, PhD. 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 115 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. COMPUTA-BASE MACHINING: Taps Asterion Inc. as Financial Advisor --------------------------------------------------------------- Computa-Base Machining, Inc., seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Asterion Inc. as its financial advisor. The firm will assist the Debtor in the preparation of financial reports and projections; develop financial basis for its plan of reorganization; and provide financial and accounting advice. Asterion's hourly rates range from $250 to $450. Stephen Scherf, a certified public accountant employed with Asterion, disclosed in a court filing that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen Scherf Howard Cohen Asterion Inc. 215 S. Broad Street, Suite 301 Philadelphia, PA 19107 About Computa-Base Machining Computa-Base Machining, Inc. is a precision machining & sheet metal manufacturing company serving the aerospace, defense, transportation and communication industries. Based in Berlin, New Jersey, Computa-Base Machining, Inc., filed a Chapter 11 petition (Banrk. D.N.J. Case No. 18-30856) on Oct. 19, 2018. Edmond M. George, at Obermayer Rebmann Maxwell & Hippel, represents the Debtor. CWGS GROUP: $250MM Bank Debt Trades at 8% Off --------------------------------------------- Participations in a syndicated loan under which CWGS Group LLC is a borrower traded in the secondary market at 92.5 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.27 percentage points from the previous week. CWGS Group pays 275 basis points above LIBOR to borrow under the $250 million facility. The bank loan matures on November 18, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'BB+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. CWGS GROUP: $937MM Bank Debt Trades at 8% Off --------------------------------------------- Participations in a syndicated loan under which CWGS Group LLC is a borrower traded in the secondary market at 92.5 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.27 percentage points from the previous week. CWGS Group pays 275 basis points above LIBOR to borrow under the $937 million facility. The bank loan matures on November 8, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'BB+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. DEL MONTE: Bank Debt Trades at 15% Off -------------------------------------- Participations in a syndicated loan under which Del Monte Pacific Ltd. is a borrower traded in the secondary market at 85.25 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.59 percentage points from the previous week. Del Monte pays 325 basis points above LIBOR to borrow under the $710 million facility. The bank loan matures on February 18, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. DENNIS JOHNSON II: Jan. 25 Disclosure Statement Hearing ------------------------------------------------------- A hearing will be held at 10:00 A.M. on January 25, 2019, to consider and act upon approval of the proposed Disclosure Statement accompanying plan of liquidation People's Bank and Chapter 11 Trustee Thomas H. Fluharty proposed for the bankruptcy estate of Dennis Ray Johnson and its affiliates, and any timely filed objection thereto. January 18, 2019 is set as the last day to file and serve any written objection to the proposed Disclosure Statement and Plan. Under the Plan, the Chapter 11 Trustee and the Bank propose for an agreed upon Plan Administrator to liquidate all remaining assets of the Johnson Case for the benefit of creditors. Upon confirmation of the Plan, the Bank will contribute the Plan Funding sufficient to bring the cash balance to $220,000 in the Johnson Case. Of the Plan Funding, the Seed Money ($25,000) will be used to fund the Chapter 11 plan administration expenses. The remaining $200,000 will be disbursed pro-rata after confirmation to pay Allowed Administrative Expense Claims in the Johnson Case. Any additional funds in the Johnson Case from any source whatsoever at or after the Confirmation Date will go first toward repaying the Bank's Initial Contribution, but only up to the maximum of $200,000 plus any Discretionary Contribution made by the Bank. Any funds recovered in the Johnson Case after the Bank has been repaid the maximum amount of the Bank's Initial Contribution plus any Discretionary Contribution, will go to pay remaining Allowed Administrative Expense Claims in the Johnson Case, then to pay the Bank's $55,000 substantial contribution Administrative Expense Claim in the Johnson Case, then Allowed Priority Claims in the Johnson Case and then Allowed Unsecured Claims in the Johnson Case. Class 3 under the plan consists of Allowed Unsecured Claims in the Johnson Case and Sabbatical Case. Class 3 claims will receive a percentage (estimated 5%) of all Net Recoveries from Creditors' Trust until paid in full or all Assets Liquidated. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/wvsb3-16-30227-1296.pdf About Dennis Ray Johnson Dennis Ray Johnson, II, filed a Chapter 11 petition (Bankr. S.D. W.Va. Case No. 16-30227) on May 9, 2016, and was represented by Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC. In January 2017, Mr. Johnson tapped Lewis Glasser Casey & Rollins PLLC as new counsel. Mr. Johnson is a businessman with ownership interests in at least 10 entities. He operates various rental real estate entities and coal associated operations. Mr. Johnson is a member of each of the following debtor companies -- Appalachian Mining and Reclamation, LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing, LLC, Green Coal, LLC, Joint Venture Development, LLC, Little Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc., Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services, LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC -- and has filed a motion asking the Bankruptcy Court to jointly administer the bankruptcy cases. Mr. Johnson is also a guarantor of the debt for most of the companies. Mr. Johnson operated as a debtor-in-possession until Thomas Fluharty was appointed Chapter 11 trustee on November 7, 2016. Counsel for the Trustee is Joe M. Supple, Esq., at Supple Law Office PLLC, in Point Pleasant, West Virginia. DISCOVERY INC: Egan-Jones Lowers Sr. Unsec. Debt Ratings to BB -------------------------------------------------------------- Egan-Jones Ratings Company, on December 7, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Discovery, Incorporated to BB from BB+. Discovery, Incorporated is an American mass media company based in Silver Spring, Maryland and established in 1985. The company primarily operates factual television networks, such as its namesake Discovery Channel, Animal Planet, Investigation Discovery, Science Channel, TLC, and other spin-off brands. DURR MECHANICAL: Taps Peckar & Abramson as Special Counsel ---------------------------------------------------------- Durr Mechanical Construction, Inc., seeks authority from the United States Bankruptcy Court for the Southern District of New York (Manhattan) to hire Peckar & Abramson, P.C., as special construction litigation counsel to the Debtor. Prior to the Chapter 11 petition, P&A represented the Debtor in connection with a matter to collect certain outstanding accounts receivable, captioned Durr Mechanical Construction, Inc. v. PSEG Fossil, LLC, Civil action number 18-CV-10675 (KM) (CW), currently pending in the United States District Court for the District of New Jersey. The Debtor seeks to employ P&A in connection with the Debtor’s claims asserted in the PSEG Litigation which relates to Debtor’s work, as a mechanical piping contractor, for the construction of the new Sewaren 7 Combined Cycle Power Plant in Woodbridge, New Jersey, owned by the Defendant, PSEG Fossil, LLC. P&A will receive a contingent percentage fee calculated on the gross amount recovered or by settlement or judgement, and inclusive of any recovery for legal fees, punitive damages and interest, as follows: a. 25% on the first $12.5 million recovered; b. 22.5% on any amount recovered greater than the initial $12.5 million to and including $30 million; and c. 25% on any amount recovered greater than the initial $30 million. Richard R. Volack, Esq., partner of the law firm of Peckar & Abramson, P.C., attests that his firm is a "disinterested person" within the meaning of sections 101(14) and 327 of the Bankruptcy Code. The counsel can be reached at: Richard R. Volack, Esq. Peckar & Abramson, P.C. 1325 Avenue of the Americas, 10th Floor New York, NY 10019 Tel: 212-382-0909 Fax: 212-382-3456 About Durr Mechanical Durr Mechanical Construction, Inc. -- http://www.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. Durr Mechanical Construction filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code (Bankr. S.D.N.Y. Case No. 18-13968) on Dec. 7, 2018. In the petition signed by Kenneth A. Durr, president, the Debtor estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. LaMonica Herbst & Maniscalco, LLP, led by Michael Thomas Rozea, and Adam P. Wofse, serve as counsel to the Debtor. DURR MECHANICAL: Taps Schiff Hardin as Special Construction Counsel ------------------------------------------------------------------- Durr Mechanical Construction, Inc., seeks authority from the United States Bankruptcy Court Southern District of New York (Manhattan) to hire Schiff Hardin LLP as special construction litigation counsel to the Debtor. Schiff will represent the Debtor in an arbitration proceeding now pending before the American Arbitration Association (AAA Case No. 01-17-0006-9347) against Enexio US, LLC. Schiff will continue to represent its interests in the Arbitration, which was filed on November 14, 2017 and seeks to recover unpaid sums and damages for breach of contract arising out of a project for construction of the CPV Towantic Energy Center, a 785 megawatt natural gas-fueled combined-cycle electric generating facility in Oxford, CT. Schiff has a contingent fee agreement with the Debtor, dated June 4, 2018, which provides that in the event of an affirmative net recovery with respect to the Enexion matter: a. Schiff will be paid first for its outstanding unpaid time charges and out of pocket expenses, from proceeds of such net recovery; and b. Schiff will also be paid a 10% contingent fee from the "Gross Recovery Less Expenses", provided, however, that said 10% contingent fee plus Outstanding Enexio Fess shall not exceed 30% of the "Gross Recovery Less Expenses". As of November 30, 2018, Schiff's unpaid time and disbursements in this matter totaled $1,551,737.27. Sayward Mazur, Of counsel in the firm of Schiff Hardin LLP, attests that his firm neither holds nor represents any interest adverse to the Debtor or its estate with respect to the matters in which it is to be engaged. The counsel can be reached through: Sayward Mazur, Esq. Schiff Hardin LLP 666 Fifth Avenue, Suite 1700 New York, NY 10103 Tel: 212-753-5000 Fax: 212-753-5044 About Durr Mechanical Construction 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. Durr Mechanical Construction filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code (Bankr. S.D.N.Y. Case No. 18-13968) on Dec. 7, 2018. In the petition signed by Kenneth A. Durr, president, the Debtor estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. Michael Thomas Rozea, Esq. and Adam P. Wofse, Esq. at LaMonica Herbst & Maniscalco, LLP, represent the Debtor. EDGEWELL PERSONAL: Egan-Jones Lowers Sr. Unsecured Ratings to B+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on December 5, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Edgewell Personal Care Co. to B+ from BB-. Edgewell Personal Care is an American consumer products company based in Chesterfield, Missouri. The company was formed in 2015 following the corporate split of Energizer Holdings. EDWARD ASSOCIATES: Hires Michelle Steele as Bookkeeper ------------------------------------------------------ Edward Associates, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Michelle Steele as bookkeeper. Michelle Steele represents no interest adverse to the debtor-in-possession or the estate in the matters upon which it has been engaged to represent the debtor-in-possession, and the employment of Michelle Steele would be in the best interest of the estate, as disclosed in the court filing. Michelle Steele seeks to be paid for professional services as follows: a. A retainer in the amount of $300 for the initial setup of financials and accounting records, financial review of accounting records, meetings and beginning of the first Monthly Operating Report; and b. A $250.00 cap per month to prepare the Monthly Operating Reports. Ms. Steele can be reached at: Michelle Steele, CPA, CA Michelle Steele Accounting Solutions Inc 3818 Maccorkle Avenue Se Charleston, WV 25304 Phone: (304) 925-8462 About Edward Associates Edward Associates, LLC, based in Charleston, WV, filed a Chapter 11 petition (Bankr. S.D. W.Va. Case No. 18-20528) on Oct. 29, 2018. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Charles E. Boll, II, manager. Caldwell & Riffee, led by partner Joseph W. Caldwell, is the Debtor's bankruptcy counsel. EMBA TRANSPORTATION: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of EMBA Transportation, Inc. as of Dec. 11, according to a court docket. About EMBA Transportation EMBA Transportation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-68814) on Nov. 6, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Wendy L. Hagenau. The Debtor tapped Wiggam & Geer, LLC as its legal counsel. ENERSYS: S&P Affirms 'BB+' ICR on Alpha Technologies Acquisition ---------------------------------------------------------------- EnerSys has completed its acquisition of North American energy solutions provider Alpha Technologies Group for $750 million, furthering EnerSys' exposure to the growing broadband and telecommunications end-markets, and adjusted debt-to-EBITDA will remain under 2x within the next 12 months despite incremental debt to fund the acquisition. S&P Global Ratings affirmed all ratings, including the 'BB+' issuer credit rating and the 'BB+' senior unsecured debt rating, following the transaction. The outlook is stable, which reflects S&P's projections that the acquisition will temporarily increase debt leverage, but will subsequently improve and remain below 2x through consolidated cash flows and debt repayments. The rating affirmation reflects EnerSys' greater exposure to the broadband and telecommunications end markets, broader product and service portfolio, and opportunities for revenue and cost synergies following the acquisition of Alpha Technologies Group. The affirmation also is based on our projected adjusted debt to EBITDA for EnerSys to remain under 2x within the next 12 months following the acquisition through consolidated cash flows and debt repayments. The acquisition positions EnerSys to take advantage of the growing capital investments in the broadband and telecom markets, particularly as demand for data at faster speeds continues its unabated growth. The inclusion of Alpha's products, such as its DC converters, allows EnerSys to offer a more complete one-stop power system which can be optimized and offer customers simplicity in their energy solutions. Alpha's large service component can expand EnerSys' revenue opportunities and provide closer connection with its customers. The stable outlook on EnerSys reflects S&P Global Ratings' expectation that the company will continue to mitigate the impact of rising lead and selling, general, and administrative (SG&A) costs through price increases and operational efficiencies while integrating Alpha Technologies Group. S&P also expects the company to maintain its dividend and modest share repurchases, but manage such shareholder rewards such that its adjusted debt to EBITDA remains under 2x in the next 12 months. S&P could lower the rating if the company experiences weaker-than-expected operating performance or if it pursues significant debt-financed acquisitions or shareholder returns that result in debt to EBITDA sustained above 3x with limited near-term prospects for improvement. S&P said, "Although unlikely over the next 12 to 18 months, we could raise the rating if the company increases its scale and product diversity so that it compares more favorably with investment-grade companies. Additionally, we would need to be confident that the company would continue to maintain adjusted debt to EBITDA below 2x and funds from operations (FFO) to adjusted debt above 45%." EXCELITAS TECHNOLOGIES: S&P Rates $80MM First Lien Loan 'B-' ------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Waltham, Mass.-based manufacturer Excelitas Technologies Corp.'s proposed $80 million first-lien term loan due in 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in the event of a payment default. The company plans to use the proceeds from the proposed debt issuance to fund an acquisition. S&P said, "We also affirmed our 'B-' issue-level rating and '3' recovery rating on the company's outstanding first-lien credit facilities due in 2022 and 2024, and our 'CCC+' issue-level rating and '5' recovery rating on the company's second-lien term loan due in 2025. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 10%) recovery for lenders in the event of a payment default. "Our 'B-' issuer credit rating and stable outlook on Excelitas are unchanged. We expect the proposed debt issuance will modestly increase leverage to the high-8x area this year. However, we expect organic earnings growth and earnings from recent acquisitions will allow the company to deleverage toward 8x over the next 12-18 months. In addition, we expect the company will maintain adequate liquidity and at least a 15% cushion under its financial maintenance covenant." ISSUE RATINGS—RECOVERY ANALYSIS Key analytical factors: S&P said, "Our simulated default scenario assumes a default in 2020 due to a broad-based economic decline that causes Excelitas' key end markets to weaken. We assume that a significant increase in product obsolescence from competing technologies across the company's product lines causing revenue and cash flow to decline significantly." The gross emergence enterprise value is based on an emergence EBITDA of about $130 million and a valuation multiple of 5x, representing the company's relatively small scale and narrow product focus among larger, more diversified capital goods companies. Simulated default assumptions: -- Year of default: 2020 -- Jurisdiction: U.S. -- Emergence EBITDA: $130 million -- Multiple: 5x -- LIBOR at default: 2.5% Simplified waterfall -- Adjusted gross recovery value: $654 million -- Net recovery value for waterfall after administrative expenses (5%): $622 million -- Obligor/nonobligor split: 55%/45% -- Value available to first-lien lenders: $589 million -- Estimated first-lien debt claims: $1.068 billion --Recovery expectations: 50%-70% (rounded estimate: 55%) -- Value available to second-lien lenders: $33 million -- Estimated second-lien debt claims: $274 million --Recovery expectations: 10%-30% (rounded estimate: 10%) RATINGS LIST Excelitas Technologies Corp. Issuer Credit Rating B-/Stable/-- New Rating Excelitas Technologies Corp. Senior Secured $80 mil 1st-lien term loan due 12/01/2024 B- Recovery Rating 3(55%) Ratings Affirmed Excelitas Technologies Corp. EXC Holdings III Corp. Senior Secured B- Recovery Rating 3(55%) Senior Secured CCC+ Recovery Rating 5(10%) EXCO RESOURCES: Confirmation Hearing Rescheduled to Dec. 18 ----------------------------------------------------------- The hearing to consider confirmation of the Amended Settlement Joint Chapter 11 Plan of Reorganization of EXCO Resources, Inc., and its debtor affiliates, is rescheduled with the permission of the Bankruptcy Court to December 18, 2018, at 10:30 a.m. (prevailing Central Time). The Debtors have amended its Plan to modify the treatment of Class 8 - Raider Marketing Claims. Class 8 Claims are impaired. Holders of Raider Marketing Claims will not receive or retain any interest or property on account of such Claims. Except as otherwise provided for in the Plan, no distributions under the Plan will be made on account of Claim that is payable pursuant to one of the Debtors' Insurance Policies until the Holder of such Claim has exhausted all remedies with respect to such Insurance Policy. To the extent that one or more of the Debtors’ Insurers agrees to satisfy in full or in part Claim (if and to the extent adjudicated by a court of competent jurisdiction or otherwise settled), then immediately upon such Insurers' agreement, the applicable portion of such Claim may be expunged without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court. The Amended Plan also deleted certain language in the channeling injunction provision. The Bankruptcy Court will expressly retain jurisdiction in enforcing, implementing and interpreting the scope of the Bar Order and Channeling Injunction. The Debtors will fund distributions under the Plan with: (1) Cash on hand; (2) the Exit Facility; (3) the New Common Stock; (4) the D&O Proceeds; and (5) the Claims Trust Beneficial Interests. A full-text copy of the Disclosure Statement dated December 3, 2018, is available at: http://bankrupt.com/misc/txsb18-1830155-1391-2.pdf About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas, with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, Texas. EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15, 2018. EXCO disclosed total assets of $829.1 million and total debt of $1.355 billion as of Sept. 30, 2017. The Debtors' cases have been assigned to the Honorable Marvin Isgur. The Debtors tapped Gardere Wynee Sewell LLP, and Kirkland & Ellis LLP, as bankruptcy counsel; PJT Partners LP as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee is represented by lawyers at Jackson Walker LLP and Brown Rudnick LLP. Intrepid Partners LLC and Jefferies LLC serve as the committee's investment bankers. FAIRFAX COUNTY RHA: S&P Cuts Rating on 1998A Housing Bonds to CCC+ ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating to 'CCC+' from 'B-' on the Fairfax County Redevelopment & Housing Authority (RHA), Va.'s series 1998A multifamily housing revenue bonds, issued for the Castel Lani Project, and placed the rating on CreditWatch with negative implications. "The downgrade reflects our view that the project is currently vulnerable and is dependent on favorable business, financial, and economic conditions to meet its financial commitments," said S&P Global Ratings credit analyst Jose Cruz. The CreditWatch placement reflects the imminent projected deficit in April 2019; we will monitor the project's ability to meet the April debt service payments. The CreditWatch reflects S&P's view that there is at least a one-in-two chance that we may lower or suspend the rating on the bonds within the next 90 days. The rating action and CreditWatch with negative implications reflect its view of the project's: -- Cash flows projecting multiple draws on the DSRF beginning in 2019; and -- Insufficiency of revenues from mortgage debt service payments and investment earnings to pay full and timely debt service on the bonds plus fees through maturity. These weaknesses are partially mitigated by our view of: -- The very strong credit quality of the Federal Housing Administration-insured mortgage supporting the issue; -- Investments held in a 'AAAm' rated money market fund; and -- An asset-to-liability ratio of 109.56%, as of February 2018. S&P said, "The CreditWatch reflects the fact that failure to receive additional information within 90 days could result in our withdrawal of the affected rating, preceded, in accordance with our policies, by any change to the rating that we consider appropriate given available information. However, if we receive information that we consider sufficient and of satisfactory quality, we will conduct a full review and take a rating action within 90 days of the CreditWatch placement." FIRST BANCORP: Fitch Ups Issuer Default Rating to B, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has upgraded First Bancorp's (FBP) Long-Term Issuer Default Rating (IDR) to 'B' from 'B-' with a Stable Outlook. Fitch has also upgraded FBP's Viability Rating (VR) to 'b' from 'b-'. Prior to Fitch's affirmation of FBP's ratings on May 9, 2018, FBP's ratings had been on Rating Watch Negative due to the uncertainty of the impact caused by Hurricanes Irma and Maria on Puerto Rico in September 2017. Prior to the hurricanes, FBP's ratings had a Positive Outlook since November 2016. KEY RATING DRIVERS IDRS and VRs The upgrade reflects improvements in FBP's financial profile; the company's asset quality metrics, operating performance, capital ratios, and funding profile have all improved meaningfully since 2012, when FBP was upgraded to 'B-'. When Fitch affirmed FBP's ratings with a Stable Outlook in May 2018, Fitch expected that asset quality could deteriorate from 1Q18 levels in the following few quarters. The press release that accompanied the affirmation highlighted stabilized credit quality measures as a key positive rating sensitivity. Net charge-offs for the two most recent quarters were in line with 1Q18 levels, and nonperforming assets (including accruing troubled debt restructures and adjusted for rebooked GNMA loans), while slightly elevated relative to 1Q18 levels, were below pre-hurricane levels. However, FBP's ratings remain constrained by poor asset quality relative to Puerto Rico peers and U.S. mainland banks. The company's asset quality has improved meaningfully over the last few years. Fitch believes that this is partially attributable to FBP's reduction in risk appetite as well as a relatively benign credit environment. FBP's nonperforming assets (including accruing troubled debt restructures and adjusted for rebooked GNMA loans) to loans held-for-investment and other real estate owned decreased to 11.9% at 3Q18 from 17.7% at year-end 2012, and net charge-offs of 127bps through 3Q18 YTD were below the 20-quarter average despite the recent hurricanes. FBP's earnings have improved meaningfully and have stabilized over the past few years. The company's return on average assets for 3Q18 YTD was 1.1% compared to the five-year average of 0.2%. Earnings improvement has been driven by lower credit provisions given the aforementioned asset quality stabilization along with higher interest rates and improvements in efficiency. Fitch expects that earnings could face headwinds going forward as FBP continues to work down its relatively high levels of nonperforming assets, although earnings should benefit from further rate hikes. FBP, along with the other Puerto Rican banks, have been able to lag deposit pricing more than banks in the U.S. mainland through the current rate hike cycle, although their deposit costs started from a higher absolute level. In Fitch's view, capital remains a rating strength and should provide an adequate buffer to potential losses stemming from credit quality deterioration. Based on a severe stress test incorporating reduced core earnings and significant increases in provisions, Fitch believes FBP's capital base is sufficient to withstand further credit deterioration and/or volatility. At 3Q18, FBP's TCE and CET1 stood at 15.0% and 20.1%, respectively, which are among the highest in Fitch's rated universe in the U.S. Given FBP's risk profile and uncertainties that remain regarding the Puerto Rico economy and hurricane impact, the company's higher capital ratios are viewed as prudent and supportive of the ratings. The company's capital ratios have increased by approximately 400 basis points over the last four years, although capital generation may decelerate going forward as FBP reinstated its common dividend. In November 2018, FBP announced that the Federal Reserve permitted the company to pay a common dividend to shareholders for the first time since 2009. FBP's funding profile is well situated for its current ratings. Fitch observes that there has been modest improvement over time with the company reducing its reliance on noncore funding sources, particularly brokered deposits. Moreover, a lack of loan growth as well as an inflow of deposits has reduced the bank's loan to deposit ratio to 96% at 3Q18. Fitch notes that FBP has benefited from the inflow of cash from federal aid and insurance payouts in the past few quarters. Fitch expects this trend to continue over the medium term. FBP's ratings continue to be constrained by a challenging and uncertain operating environment. The recent hurricanes have complicated the Commonwealth of Puerto Rico's efforts to reverse outward migration, generate sustainable economic growth, and address its fiscal and debt imbalances. Additionally, the reduction in the federal corporate tax rate in the U.S. makes Puerto Rico less attractive on a relative basis. Fitch notes that rebuilding efforts and federal aid from the U.S. government have had a positive effect on the island's economy, which is expected to continue over the medium term. Longer-term prospects for the islands economy, outside the current rating time horizon, depend heavily on the effectiveness of fiscal and structural reforms. SUPPORT RATING AND SUPPORT RATING FLOOR The Support Rating of '5' and Support Ratings Floor of 'NF' reflect Fitch's view that FBP is not considered systemically important, and therefore the probability of support is unlikely. The IDRs and VRs do not incorporate any support. LONG- AND SHORT-TERM DEPOSIT RATINGS FBP's uninsured deposit ratings at its subsidiary bank are rated one notch higher than FBP's IDR and senior unsecured debt rating because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY FBP has a bank holding company (BHC) structure with the bank as the main subsidiary. IDRs and VRs are equalized with those of the operating company and bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Double leverage is below 120% for the FBP parent company. RATING SENSITIVITIES IDRS and VRs With the upgrade, Fitch considers the likelihood for further upward rating momentum to be limited in the near term. FBP's operating environment is a higher influence on the ratings, and FBP's ratings are sensitive to changes in Fitch's view of Puerto Rico's operating environment. However, given FBP's low rating level relative to Fitch's assessment of the operating environment in Puerto Rico, Fitch believes that a modest degree of deterioration in the island's operating environment over the longer term is already captured in FBP's current ratings. Positive rating momentum could stem from an improved franchise indicated by loan and deposit market share on the island relative to the other Fitch-rated bank in Puerto Rico, Popular, Inc. (BPOP, rated BB-/Stable). FBP is currently the second largest bank on the island behind BPOP, although loan and deposit market share in Puerto Rico were 19% and 12%, respectively, as of 2Q18. This compares to BPOP's loan and deposit market shares of 49% and 58%, respectively. Negative ratings pressure could develop if Fitch believes that the potential benefits of the planned structural and fiscal reforms in the recently approved fiscal plan will not be realized, resulting in a sustained weaker operating environment. Conversely, positive rating action is possible if Fitch believes that the benefits from the planned structural and fiscal reforms will be effective resulting in a stronger operating environment. Fitch regards FBP's high capital levels as a rating strength; therefore, FBP's ratings would be sensitive to material reductions in capital levels, particularly if not accompanied by a commensurate reduction in problem loans. SUPPORT RATING AND SUPPORT RATING FLOOR The Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by FBP subsidiaries are primarily sensitive to any change in the company's IDRs. Should the Long-Term IDR be upgraded or downgraded, the long-term deposit rating could be similarly affected. HOLDING COMPANY If FBP became undercapitalized or increased double leverage significantly, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. Fitch has upgraded the following ratings: First BanCorp -- Long-Term IDR to 'B' from 'B-'; Outlook Stable; -- Viability Rating to 'b' from 'b-'. FirstBank Puerto Rico -- Long-Term IDR to 'B' from 'B-'; Outlook Stable; -- Long-term deposit to 'B+'/'RR3' from 'B'/'RR3'; -- Viability Rating to 'b' from 'b-'. Fitch has affirmed the following ratings: First BanCorp -- Short-Term IDR at 'B'; -- Support at '5'; -- Support floor at 'NF'. FirstBank Puerto Rico -- Short-Term IDR at 'B'; -- Short-term Deposits at 'B'; -- Support at '5'; -- Support floor at 'NF'. FIRSTENERGY SOLUTIONS: Taps BDO USA as Accountant ------------------------------------------------- FirstEnergy Solutions, Corp., received approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire BDO USA, LLP as its accountant and auditor. The firm will audit the consolidated financial statements of FirstEnergy and its affiliates, which include their consolidated balance sheet as of December 31, 2018; and will provide additional accounting services. BDO and the Debtors negotiated a flat fee of $570,000 for the 2018 audit services. Meanwhile, the firm will be paid at these hourly fees for the additional accounting services: Partners/Directors $535 - $750 Senior Managers $300 - $400 Managers $250 - $300 Seniors $190 - $250 Experienced Associates $160 - $190 Associates $150 - $160 Vin Nguyen, a partner at BDO, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. BDO can be reached through: Vin Nguyen BDO USA, LLP 301 Springside Drive Akron, OH 44333 Phone: 330-668-9696 Fax: 330-668-9600 About FirstEnergy Solutions Corp. Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and the Debtors have requested that their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. FLIPDADDY'S LLC: Hires Diller and Rice as Bankruptcy Counsel ------------------------------------------------------------ Flipdaddy's, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Ohio (Cincinnati) to hire Diller and Rice, LLC, and Steven L. Diller as bankruptcy counsel to the Debtor. Flipdaddy's requires Diller and Rice to: (a) advise the Debtor with respect to its rights, powers and duties in this case; (b) advise and assist the Debtor in the preparation of its petition, schedules, and statement of financial affairs; (c) assist and advise the Debtor in connection with the administration of this case; (d) analyze the claims of the creditors in this case, and negotiate with such creditors; (e) investigate the acts, conduct, assets, rights, liabilities and financial condition of the Debtor and the Debtor's business; (f) advise and negotiate with respect to the sale of any or all assets of the Debtor; (g) investigate, file and prosecute litigation of behalf of the Debtor; (h) propose a plan of reorganization; (I) appear and represent the Debtor at hearings, conferences, and other proceedings; (j) prepare and/or review motions, applications, orders, and other filings filed with the Court; (k) institute or continue any appropriate proceedings to recover assets of the estate; (l) perform any other services as maybe required by this case and to provide recommendations to employment as to her matters that are not included in Debtor's counsel practice area, i.e., labor relations, worker's compensation, ERISA, environmental matters, etc.; and (m) perform any and all such other legal services as may be required that are in the best interest of the estate or its creditors. Diller & Rice, LLC's current hourly rates are; Steven L. Diller $300 Raymond L. Beebe $300 Eric R. Neuman $275 Adam J. Motycka $185 Steven L. Diller, attorney at Diller & Rice, LLC, assures the Court that he and his firm are disinterested person as required by 11 U.S.C. Sec. 327 and as defined in 11 U.S.C. Sec. 101(14). The counsel can be reached at: Steven L. Diller, Esq. DILLER AND RICE, LLC 124 East Main Street Van Wert, OH 45891 Tel: (419)238-5025 E-mail: steven@drlawllc.com About Flipdaddy's, LLC Flipdaddy's, LLC, a/k/a Flipdaddy's Brillant Burgers and Craft Beer Bar -- https://www.flipdaddys.com/ -- 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. Flipdaddy's, LLC, filed a voluntary petition under Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Ohio Case No. 18-14408) on Dec. 6, 2018. In the petition signed by Thomas Sacco, CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Jeffery P. Hopkins is the case judge. Diller and Rice, LLC, led by name partner Steven L. Diller, represents the Debtor. GIRARD MANUFACTURING: Feb. 5 Plan Confirmation Hearing ------------------------------------------------------ The Bankruptcy Court has approved the disclosure statement explaining Girard Manufacturing, Inc.'s Amended Chapter 11 Plan. The hearing for the consideration of confirmation of the Plan and of those objections as may be made to the confirmation of the Plan will be held on February 5, 2019 at 10:00 AM at Jose V. Toledo Fed. Bldg. & U.S. Courthouse, Courtroom 2, 300 Recinto Sur Street, Old San Juan, Puerto Rico. The objections to claims must be filed forty-five (45) days prior to the hearing on confirmation. Any objection to confirmation of the plan shall be filed on/or before twenty-one (21) days prior to the date of the hearing on confirmation of the Plan. The Amended Plan increased the recovery of general unsecured creditors to 7%, from 4% in the previously filed Plan. Unsecured Claims of more than $5,000, classified in Class 5, is impaired. Holders of Class 5 Claims will be paid 7% of their claims in 60 monthly payments. The Estimated Aggregate Amount of Class 5 Claims is $1,320,456.50. Class 6 - Convenience Class Unsecured Claims of less than $5,000 is impaired. Holders of Class 6 Claims will be paid 7% of their claims on the Effective Date. Estimated aggregate amount of Class 5 claims is $41,416.45. The Plan is to be funded by Girard's income which is estimated to be $105,000 per month for a period of five (5) years. A full-text copy of the Disclosure Statement dated November 26, 2018, is available at: http://bankrupt.com/misc/prb18-1705975(ESL)-119.pdf About Girard Manufacturing, Inc. Girard Manufacturing Inc. provides office furniture in San Juan, Puerto Rico. The Company offers desks chairs, modular systems, bookshelves, filing systems, and accessories, as well as online service and support. Girard Manufacturing, Inc., based in San Juan, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 17-05975) on August 24, 2017. Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $2.36 million in assets and $3.83 million in liabilities. The petition was signed by Jose A. Casal Seibezzi, president. GRAND CANYON RANCH: FCI Files 5th Amended Plan of Liquidation ------------------------------------------------------------- Creditor Fann Contracting, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada its fifth amended plan of liquidation for Grand Canyon Ranch, LLC, dated Dec. 7, 2018. The latest filing revises some provisions on the plan's implementation. The Effective Date of the Plan is to be the first Business Day, 30 days after entry of an order resolving the case pending in the Eighth Judicial District Court, Clark County, Nevada (the "State Court Litigation"). For the avoidance of doubt, this includes the final resolution of any post-trial briefing and motions but does not include prosecution or defense of an appeal and/or defense of a remand. Prior to the Effective Date, the Trustee and his counsel will continue the obligation under the Settlement Agreement as more fully set forth in paragraph 3 of the Settlement Order which provides that the "Trustee, through his counsel, agrees to use reasonable efforts to seek an order from the Eighth Judicial District Court, Clark County, Nevada determining that the Disputed Lease is invalid." Trial is scheduled over the Disputed Lease in the State Court Litigation for March 5, 2019. As the Settlement Order does not provide for prosecution or defense of an appeal or defense of a remand of an appeal by the Trustee or his counsel, the Estate's obligations related to the State Court Litigation will be complete and discharged after the conclusion of the trial and any post-trial briefing. A copy of the Fifth Amended Plan of Liquidation is available at: http://bankrupt.com/misc/nvb15-14145-848.pdf About Grand Canyon Ranch Headquartered in Las Vegas, Nevada, Grand Canyon Ranch, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 15-14145) on July 20, 2015. In the petition signed by Nigel Turner, manager, the Debtor estimated assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. Judge August B. Landis presides over the case. Matthew L. Johnson, Esq., at Johnson & Gubler, P.C., serves as the Debtor's bankruptcy counsel. GREATER CLEVELAND: Unsecureds to Get Quarterly Payments in 84 Mos ----------------------------------------------------------------- Greater Cleveland Avenue Christian Church filed a plan of reorganization and accompanying disclosure statement providing that each holder of an Allowed Unsecured Claim, classified in Class X, will receive a Promissory Note which provided that each holder will receive 100% of its claim to be paid quarterly over a period of 84 months with interest to be paid at an annual rate of 3.0% per annum. Quarterly payment to Class X Claims are estimated to be $3,988.80 in the aggregate. It is estimated that there will be approximately $100,625.66 of Allowed Class X General Unsecured Claims. Class IV - Tax Claims of the North Carolina Department of Revenue and impaired. Each Claim of Class IV will be paid in equal quarterly installments over a period of sixty (60) months following the Effective Date of the plan, with interest at the legal rate of interest prevailing at the Effective Date of the Plan, which is currently set as three percent (3%) Per Annum. Class V - Tax Claims of Forsyth County and impaired. Each Claim of Class V will be paid in equal quarterly installments over a period of sixty (60) months following the Effective Date of the plan, with interest at the legal rate of interest prevailing at the Effective Date of the Plan. As of the date of filing of this Plan, the current legal rate of interest was set at nine percent (9%). Class VI - Tax Claims of the Employment Security Commission and are impaired. Each Claim of Class VI will be paid in equal quarterly installments over a period of sixty (60) months following the Effective Date of the plan, with interest at the legal rate of interest prevailing at the Effective Date of the Plan. Class VII - Tax Claims are impaired. Each Claim of Class VI will be paid in equal quarterly installments over a period of sixty (60) months following the Effective Date of the plan, with interest at the legal rate of interest prevailing at the Effective Date of the Plan. Class VIII - Secured Claim of Apex Bank and are impaired. Apex holds and Allowed Secured Claim against the bankruptcy estate in the prepetition of $3,300,299.35. Apex's Claims is secured by a Deed of Trust. On effective Date of the Plan the Debtor will tender and deliver to Apex a Deed in Lieu of Foreclosure. Class IX - Secured Claim of De Lage Financial Services is impaired. De Lage will receive a lump sum payment from the Available Cash on the Effective Date of the Plan in the amount of $10,000 in full satisfaction of its judgment/lien. Class XI - Insider Claims are impaired. The Insider Claims will receive no payment until the Class X General Unsecured Creditors have been paid in full. Class XII - Equity Security Holders, consisting of the governing Board of the Church, on behalf of the members of the Church, who hold and ownership interest in the Debtor on the day immediately preceding the date of Confirmation of the Plan, are impaired. Equity Security Holders will retain their ownership interest in the Debtor will all rights and interest as of the date of the Order. The Class XII Equity Security Holder shall receive no payment of dividends until the Class X General Unsecured Creditors have been paid in full. The Plan contemplates payments to the various classes of creditors from Offerings received from its parishioners and members. A full-text copy of the Disclosure Statement dated December 3, 2018, is available at: http://bankrupt.com/misc/ncmb18-1850410-103.pdf About Greater Cleveland Avenue Christian Church Greater Cleveland Avenue Christian Church is a non-profit religious organization in Winston-Salem, North Carolina. Greater Cleveland Avenue Christian Church sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-50410) on April 20, 2018. Bishop Sheldon M. McCarter, member and pastor, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Catharine R. Aron presides over the case. Samantha K. Brumbaugh, Esq., at Ivey, McClellan, Gatton & Siegmund, LLP, is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Greater Cleveland Avenue Christian Church, as of May 8, 2018. HARD-MIRE RESTAURANT: Jan. 3 Plan Confirmation Hearing ------------------------------------------------------- The Disclosure Statement explaining Hard-Mire Restaurant Holdings, LLC's plan of reorganization is conditionally approved and Jan. 3, 2019 at 2:00 p.m. is fixed for the hearing on Confirmation of the Plan and Final Approval of the Disclosure Statement. December 31, 2018 is fixed as the last day for filing and serving written acceptances or rejections of the Plan in the form of a ballot. December 31, 2018 is also fixed as the last day for filing and serving written objections to confirmation of the Plan or the Disclosure Statement. Class 2 Claimants - Allowed Priority Tax Claims are impaired. Shall be satisfied as follows: The Priority Amount of Tax Creditor Claims be paid out of the revenue from the continued operations of the business to Dallas Country for unpaid business personal property tax for tax 2017 shall be treated as secured claims. Dallas County is the holder of a prepetition claim for year 2017 ad valorem business personal property taxes in the amount of $2,950.23. Class 3 Claimants - Allowed Tax Claim of the Internal Revenue Service are impaired and shall be satisfied as follows: The Allowed Amount of Tax Creditor Claims of the Internal Revenue Service ("IRS") ie be paid out of the continued operations of the business. The Priority Tax Creditor Claims to be the IRS taxed believe to be approximately $900. Class 4 Claimants - Texas Comptroller are impaired and shall be satisfied as follows: The Texas Comptroller has filed three Proofs of Claim asserting a claim for sales and franchise tax in total amount of $12,520.09 and two Proof of Claim for mixed beverage taxes in the total amount of $18,298.01. Class 5 Claimants - Allowed General Non-Litigation Unsecured Creditors are impaired and shall be satisfied as follows: The Class 5 creditors shall be paid in full in sixty (60) equal monthly installments commencing on the Effective Date. The Class 5 Claims will not exceed $60,000. Class 6 Claimants - Allowed Litigation Claims are impaired and shall be satisfied as follows: The Class 6 Allowed Litigation Claims shall consist of any and all Claimants who, as current or former employees of the Debtor, have asserted or could have asserted claims for minimum wages, overtime pay, backpay, additional/double damages, penalties, attorney's fees, and or expenses against the Debtor arising out of any alleged violations of the Fair Labor Standards Act. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Disclosure Statement dated Dec. 3, 2018, is available at: http://bankrupt.com/misc/txnb18-183157511-33.pdf About Hard-Mire Restaurant Holdings Hard-Mire Restaurant Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-31575) on May 4, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. Judge Barbara J. Houser presides over the case. HARLAND CLARKE: Bank Debt Trades at 9% Off ------------------------------------------ Participations in a syndicated loan under which Harland Clarke Holdings Corporation is a borrower traded in the secondary market at 91.42 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.3 percentage points from the previous week. Harland Clarke pays 475 basis points above LIBOR to borrow under the $1.780 billion facility. The bank loan matures on November 3, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. HERB PHILIPSON'S: May Use Cash Collateral Through Dec. 19 --------------------------------------------------------- The Hon. Diane Davis of the U.S. Bankruptcy Court for the Northern District of New York has authorized Herb Philipson's Army and Navy Stores, Inc., to use cash collateral, subject to the terms of the Third Interim Order, and consistent with and solely for the purposes set forth in the Budget through and including December 19, 2018. A final hearing will be held on Dec. 19, 2018 at 11:30 a.m. during which time the Court to consider entry of a Final Order on Debtor's use of cash collateral. Secured Parties, Second Avenue Capital Partners LLC, Gary L. Philipson and Aviva Philipson, are each granted the following Adequate Protection: (A) Allowed senior administrative expense claims with priority over any and all administrative expenses, adequate protection claims and all other claims against the Debtor, excluding any unpaid statutory fees of the Office of the United States Trustee or Chapter 7 trustee fees, now existing or hereafter arising, of any kind whatsoever, as provided under section 507(b) of the Bankruptcy Code. The Superpriority Claims will be payable from all property of the Debtor's estate. However, avoidance actions arising under Chapter 5 of the Bankruptcy Code, including any proceeds arising therefrom, will be excluded from the reach of the Superpriority Claims. (B) A replacement, valid, binding and enforceable, fully perfected lien on and security interest in all of the Debtor's assets to the same extent, priority and enforceability held by each Secured Party as of the Petition Date, except as to (a) avoidance actions arising under Chapter 5 of the Bankruptcy Code, including any proceeds arising therefrom, and (b) the Liverpool Lease. (C) Postpetition Payments, as follows: (a) On Nov. 16, 2018, the Debtor will pay Second Avenue $55,000, upon receipt of which Second Avenue will be authorized to apply the same in partial satisfaction of its prepetition claims, provided that such November 16th Payment will be in the form of a Cash-Sweep from the Debtor's bank accounts, consistent with the Cash Management Order and the prepetition financing documents; (b) On Nov. 23, 2018, the Debtor will pay Second Avenue $55,000, upon receipt of which Second Avenue will be authorized to apply the same in partial satisfaction of its prepetition claims, provided that such November 23rd Payment will be in the form of a Cash-Sweep from the Debtor's bank accounts, consistent with the Cash Management Order and the prepetition financing documents; (c) On Nov. 30, 2018, the Debtor will pay Second Avenue $55,000, upon receipt of which Second Avenue will be authorized to apply the same in partial satisfaction of its prepetition claims, provided that such November 30th Payment will be in the form of a Cash-Sweep from the Debtor's bank accounts, consistent with the Cash Management Order and the prepetition financing documents; (d) On Dec. 7, 2018, the Debtor will pay Second Avenue $55,000, upon receipt of which Second Avenue will be authorized to apply the same in partial satisfaction of its prepetition claims, provided that such December 7th Payment will be in the form of a Cash-Sweep from the Debtor's bank accounts, consistent with the Cash Management Order and the prepetition financing documents; and (e) On Dec. 14, 2018, the Debtor will pay Second Avenue $55,000, upon receipt of which Second Avenue will be authorized to apply the same in partial satisfaction of its prepetition claims, provided that such December 14th Payment will be in the form of a Cash-Sweep from the Debtor's bank accounts, consistent with the Cash Management Order and the prepetition financing documents. The Debtor's authorization to use the Cash Collateral will continue through and including the earliest to occur of the following: (a) Dec. 19, 2018; (b) the Debtor fails to make any payment required under the Third Interim Order, including, but not limited to, the Adequate Protection; (c) the Debtor fails to comply with the Reporting Requirements; (d) the date of the commencement of any action by the Debtor or the Committee against a Secured Party with respect to the validity, extent, priority and/or amount of their respective prepetition claims or the prepetition liens; (e) without the prior written consent of the Secured Parties, the appointment of a chapter 11 trustee or examiner with duties in addition to those set forth in sections 1106(a)(3) and (a)(4) of the Bankruptcy Code; (f) without the prior written consent of the Secured Parties, the Debtor's Chapter 11 Case is converted to a case under chapter 7; and (g) without the prior written consent of the Secured Parties, the obtaining after the Petition Date of credit or the incurring of indebtedness that is (i) secured by a security interest, mortgage or other lien on all or any portion of the prepetition collateral that is equal or senior to any security interest, mortgage or other lien of the Secured Parties' respective prepetition liens, including, without limitation, any Replacement Lien granted hereunder, or (ii) entitled to priority administrative status which is equal or senior to any claim of the Secured Parties, including, without limitation, the Superpriority Claims. A full-text copy of the Third Interim Order is available at http://bankrupt.com/misc/nynb18-61376-177.pdf About Herb Philipson's Army Founded in 1951, Herb Philipson's Army and Navy Stores Inc. -- https://herbphilipsons.com/ -- is a retailer for outdoor and casual apparel, workwear, footwear and sporting goods. Herb Philipson's is known for brands such as Carhartt, Columbia, Levi, Lee, Under Armour, Dickies, Timberland and The Northface. It is also the exclusive retailer for the Utica Comets Hockey Team and the new Utica City Football Club. Herb has retail locations in Rome, Liverpool, New Hartford, Newark, Oneida, Oswego, Herkimer, DeWitt, and Watertown, New York. Herb Philipson's Army and Navy Stores Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 18-61376) on Oct. 8, 2018. In the petition signed by Guy Viti, president, the Debtor estimated assets of less than $10 million and debts of less than $50 million. The Debtor tapped Cullen and Dykman LLP and Griffin Hamersky LLP as counsel; Scouler Kirchhein, LLC as financial advisor; and Kurtzman Carson Consultants LLC as its claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Oct. 19, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel. HIS GRACE: Jan. 31 Plan Confirmation Hearing -------------------------------------------- The Disclosure Statement explaining His Grace Outreach International's plan of reorganization is conditionally approved. Hearing on final approval of the Disclosure Statement and on confirmation the Plan and on any objections to confirmation of the Plan will be held on Jan. 31, 2019 at 10:00 a.m. Any objection to the Approved Disclosure Statement or Confirmation of the Plan must be in writing, must be filed on or before Jan. 21 with the Clerk of the Bankruptcy Court. Since January 2000, the Debtor owns and operates a church out of property located at 1393 Flatbush Avenue, Brooklyn, New York. The Real Property holds the church and two residential apartments which are rented out and generate income. The Real Property has a Mortgage held by M&T Bank, a first Mortgagee (the "Mortgagee"), asserting a secured claim in the approximate amount of $635,622. The Plan provides that the Real Property is to be sold and the proceeds is to be used to pay the allowed claim of the Mortgagee and an unsecured creditor, with the balance to be paid to the Debtor for, at its discretion, purchase of a location to be used for its Church or to expend such proceeds for specific charitable purposes, all as approved by the New York State Attorney General's Office. The Debtor will receive funds to finance the Plan from the net proceeds of the sale of the Debtor's Real Property. Such funds will be held in the Debtor's insolvency attorney's Escrow Account subject to further Order of this Court. Such funds may be paid directly to the Class 1 creditor, its Allowed Secured Claim, under the terms of the Plan at the Closing. Class 1 under the plan consists of the claims of the M&T Bank, as successor by merger with M&T Mortgage Corporation. This creditor holds a first position Mortgage security interest in the Real Property. This creditor filed a claim asserting a claim in the amount of $635,622. The Allowed claims of this Class shall be paid from the proceeds of the sale of the Real Property. This class is unimpaired and may not vote on the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/nyeb1-17-40203-84.pdf About His Grace Outreach International His Grace Outreach International, based in Brooklyn, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40203) on Jan. 18, 2017. In the petition signed by George Mungai, president, the Debtor estimated assets between $500,000 and $1 million; and assets and liabilities between $500 million and $1 billion. Judge Elizabeth S. Stong presides over the case. The Law Office of Robert M. Fox, led by Robert M. Fox, serves as counsel to the Debtor. HOOK LINE: D. Buchholdt Objects to 2nd Amended Plan and Disclosures ------------------------------------------------------------------- Dylan Buchholdt objects to Debtor Hook Line & Sinker, Inc.'s second amended disclosure statement and second amended plan on the basis of and for the reasons separately identified and discussed in the objection to Debtor's disclosure statement and plan submitted by Robert Jurasek. Buchholdt has not consented to and does not now consent to the surrender of his interest in Debtor (as well as that of Gorbuscha, LLC) as indicated in the terms and conditions of the Plan and has separately submitted a "no" vote regarding same. Buchholdt joins in Jurasek's objections to the Disclosure Statement and Plan. Buchholdt further objects to the Disclosure Statement and Plan as they fail to account for certain recent reductions in IRS' Priority Tax Claim occasioned by credits thereagainst made by the IRS by retention and application of personal tax refunds owed to Mr. Buchholdt and his wife (it appears Jurasek and Maurer may have suffered a similar recent fate) in various amounts for which credits and adjustments will need to be made in order to make the Plan fair and equitable. A copy of Buchholdt's Objection is available at: http://bankrupt.com/misc/akb17-00415-208.pdf The Troubled Company Reporter previously reported that the unsecured claims in the second amended plan are estimated at $4,516,597, in several categories. Payments and distributions under the Plan will be funded from the Debtor's cash on hand and ongoing revenue. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/akb17-00415-184.pdf Counsel for Dylan Buchholdt: John C. Wendlandt, Esq. SEDOR, WENDLANDT, EVANS & FILIPPI, LLC 500 L Street, Suite 500 Anchorage, Alaska 99501 Telephone: (907) 677-3600 Facsimile: (907) 677-3605 Email: wendlandt@alaskalaw.pro About Hook Line & Sinker Inc. Hook Line & Sinker, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Alaska Case No. 17-00415). Judge Gary Spraker presides over the case. David H. Bundy, Esq., is the Debtor's bankruptcy counsel. IHEARTMEDIA INC: Reaches Settlement on CCOH $1-Bil. Claim --------------------------------------------------------- BankruptcyData.com reported that iHeartMedia, Clear Channel Outdoor Holdings, Inc. ("CCOH"), and GAMCO Asset Management, Inc. ("GAMCO") filed an emergency motion for authorization of settlement agreement. The motion states, "As of the time of filing of this Motion, CCOH, one of the Debtors' largest creditors holding a claim in the amount of $1,031,721,306, which is in its own class under the Plan (Class 8), has not yet submitted a vote to accept or reject the Plan and CCOH's voting and confirmation objection deadline has been extended pending the ongoing settlement discussions. In addition, the Plan contemplates that CCOH shall enter into multiple agreements in connection with the Separation (as defined herein), which agreements cannot be entered into without CCOH's affirmative consent. The Settlement represents the final key piece to the Debtors' Chapter 11 Cases and is the product of months of hard-fought, good-faith, arms'-length negotiations between the Debtors, the CCOH Special Committee, and GAMCO. The Plan, which now incorporates the Settlement, (a) obtains the support of CCOH and GAMCO for the Plan and the Separation, (b) provides CCOH with sufficient liquidity to operate as a stand-alone enterprise post-separation, and (c) settles outstanding issues among the Parties, including those related to the Plan and to the claims in the Delaware Action, bringing to a close what may have otherwise turned into expensive, protracted, and complex litigation that would have likely delayed the Debtors' emergence from Chapter 11. The Settlement provides for the terms of the Separation, which is a necessary part of the Plan and has long been contemplated as part of the multi-year restructuring negotiations, and was included in the Restructuring Support Agreement. Moreover, the releases were a critical negotiated term of the Settlement and the Plan and without the releases, the Parties would not have been willing to enter into the Settlement Agreement, otherwise support the Plan, and move forward with confirmation." Key terms of the Settlement Agreement include: * CCOH Separation and Settlement Consideration: A corporate separation of CCOH from iHeart Communications, Inc. or any other affiliated entity will occur, pursuant to which: (i) the cash sweep arrangement under the existing Corporate Services Agreement ('CSA') will terminate; (ii) any agreements or licenses requiring royalty payments to Debtors by CCOH for trademarks or other intellectual property will terminate; and (iii) a new transition services agreement ('TSA') will become effective and supersede and replace the existing CSA for administrative services currently and historically provided to CCOH by iHC. The Debtors agree to waive: (i) the set-off for the value of the intellectual property transferred, including royalties; and (ii) the repayment of the post-petition intercompany balance outstanding in favor of the Debtors as of December 31, 2018. The Debtors will make available to CCOH for a period of no more than three years following the effective date of the Plan (the 'Effective Date'), an unsecured revolving line of credit in an aggregate amount not to exceed $170 million. * Claim Recovery: CCOH will recover 14.4% in cash on allowed claim of $1,031,721,306 pursuant to its proof of claim, which recovery will be without setoff or reduction. * Releases: Mutual releases, including a release of all claims that have been asserted, could have been asserted, or could ever be asserted with respect to the Chapter 11 Cases and/or in the Delaware Action or in the Norfolk Action, whether directly, derivatively, or on a class-wide basis. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company operates 849 radio stations. The Company's outdoor business reaches over 34 countries across five continents. To implement a balance sheet restructuring, iHeartMedia and 38 of its subsidiaries, including iHeartCommunications, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March 14, 2018. The cases are pending before the Honorable Marvin Isgur, and the Debtors have requested joint administration of the cases. Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not commence Chapter 11 proceedings. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities, and a total stockholders' deficit of $11.67 billion. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson LLP as conflicts counsel; Moelis & Company and Perella Weinberg Partners L.P as financial advisors; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice & claims agent. The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and GLC Advisors & Co. as financial advisor. The ad hoc group of Term Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as counsel; and Ducera Partners as financial advisor. The Legacy Noteholder Group is represented by White & Case LLP as counsel. The Debtors' equity sponsors are represented by Weil, Gotshal & Manges LLP as counsel. The Office of the U.S. Trustee for Region 7 on March 21, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of iHeartMedia, Inc. and its affiliates. The Committee tapped Akin Gump Strauss Hauer & Feld LLP as its legal counsel, FTI Consulting, Inc., as its financial advisor, and Jefferies LLC as its investment banker. INNOVATIVE CONSTRUCTION: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------------- The Office of the U.S. Trustee on Dec. 11 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Innovative Construction & Mechanical, LLC. About Innovative Construction Mechanical Innovative Construction Mechanical LLC filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 18-11088) on Oct. 23, 2018. The petition was signed by Thomas R. Eaton, owner. The Debtor is represented by Daniel P. Foster, Esq., at Foster Law Offices. At the time of the filing, the Debtor estimated less than $50,000 in assets and less than $500,000 in liabilities. ITALO-AMERICAN CITIZENS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------------- The Office of the U.S. Trustee on Dec. 11 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Italo-American Citizens Club. About Italo-American Citizens Club Italo-American Citizens Club filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 18-24283) on Nov. 1, 2018, estimating under $1 million in assets and liabilities. Thompson Law Group, P.C., led by principal Brian C. Thompson, serves as counsel to the Debtor. JRL TRANSPORTATION: Case Dismissal Moots Cash Collateral Use ------------------------------------------------------------ Having determined that the entire bankruptcy case number 6:18-bk-18820-SC should be dismissed for the reason stated on the record, Bankruptcy Judge Scott C. Clarkson for the Central District of California denied JRL Transportation, Inc., doing business as Priority Moving & Storage's Motion to Authorize Interim Use of Cash Collateral. About JRL Transportation Inc. d/b/a Priority Moving & Storage Located in San Diego and Temecula, California, Priority Moving & Storage -- https://www.prioritymoving.com/ -- is a moving company that offers comprehensive residential and commercial relocation and packing services locally, nationally and internationally. JRL Transportation Inc., doing business as Priority Moving & Storage, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-18820) on Oct. 18, 2018. In the petition signed by James R. Lovejoy, president, the Debtor estimated assets of less than $50,000 and debts of less than $10 million.1 The Hon. Scott C. Clarkson presides the case. Illyssa I. Fogel, Esq., of Illyssa I. Fogel & Associates, is the Debtor's counsel. JWCCC LLC: Unsecured Creditors to Recoup 10% Over 5 Years --------------------------------------------------------- JWCCC, LLC, d/b/a Marshall Grain Company, filed a Combined Disclosure Statement and Plan of Reorganization proposing for holders of general unsecured claims to recoup 10% of their total allowed claim amount over five years. Class 1: Ally Financial is impaired. Secured claim for 2009 Chevrolet 2500. The claim amount is $8,619.96. According to Debtor’s records through end of November 2018, the sum of $877.50 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $7,742.46 will accrue interest at 6.00% The Allowed Secured Claim of $7,742.46 will be paid in 60 equal monthly payments of $149.68 starting on the Effective Date of the Plan. Class 2: Ally Financial is impaired. Secured claim for 2015 Chevrolet Silverado. The claim amount is $26,814.92. According to Debtor’s records through end of November 2018, the sum of $2,295.00 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $24,519.92 will accrue interest at 6.00%. The Allowed Secured Claim of $24,519.92 will be paid in 60 equal monthly payments of $474.04 starting on the Effective Date of the Plan. Class 3: Tarrant County is impaired. Secured claim for tangible commercial personal property 2017 & 2018. The claim amount is $6,162.77. This Allowed Secured Claim will accrue interest at 12%. This Allowed Secured Claim will be paid over a period of 60 months in equal monthly payments of $137.09. Class 4: City of Grapevine is impaired. Secured claim for tangible commercial personal property 2017 & 2018. The claim amount is $3,054.09. This Allowed Secured Claim will accrue interest at 12%.This Allowed Secured Claim will be paid over a period of 60 months in equal monthly payments of $67.94. Class 5: Grapevine-Colleyville ISD is impaired. Secured claim for Tangible commercial personal property 2017 & 2018. The claim amount is $14,746.22. This Allowed Secured Claim will accrue interest at 12%. This Allowed Secured Claim will be paid over a period of 60 months in equal monthly payments of $328.02. Class 7: Sheffield Financial is impaired. Secured claim for 2016 Big Tex Dump Trailer. The claim amount is $3,558.44. Adequate protection payments made during the pendency of this case get deducted from the Allowed Secured Claim amount. According to Debtor’s records through end of November 2018, the sum of $270.00 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $3,288.49 will accrue interest at 6.00% The Allowed Secured Claim of $3,288.49 will be paid in 60 equal monthly payments of $63.58 starting on the Effective Date of the Plan. Class 8: Navitas Credit Corp is impaired. Secured claim for Lighting Fixtures. The claim amount is $32,314.32. This Claim is bifurcated into an Allowed Secured Claim in the amount of $13,500.00 and an Allowed Unsecured Claim in the amount of $18,814.32. According to Debtor’s records through end of November 2018, the sum of $450.00 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $13,050.00 will accrue interest at 6.00%. The Allowed Secured Claim of $13,050.00 will be paid in 60 equal monthly payments of $252.29 starting on the Effective Date of the Plan. Class 9: Americredit Financial Services, Inc., dba GM Financial impaired. Secured claim for 2016 Chevrolet Silverado 2500H. The claim amount is $26,281.32. This Claim is bifurcated into an Allowed Secured Claim in the amount of $21,575.00 and an Allowed Unsecured Claim in the amount of $4,706.32. According to Debtor's records through end of November 2018, the sum of $1,941.78 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $19,633.22 will accrue interest at 6.00% The Allowed Secured Claim of $19,633.22 will be paid in 60 equal monthly payments of $379.57 starting on the Effective Date of the Plan. Class 10: Marlin Equipment Finance is impaired. Secured claim for VOIP Phone System. The claim amount is $14,726.44. This Claim is bifurcated into an Allowed Secured Claim in the amount of $10,000.00 and an Allowed Unsecured Claim in the amount of $4,726.22. According to Debtor's records through end of November 2018, the sum of $1,509.19 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $8,490.81 will accrue interest at 6.00%. The Allowed Secured Claim of $8,490.81 will be paid in 60 equal monthly payments of $164.15 starting on the Effective Date of the Plan. Class 11: Marlin Equipment Finance is impaired. Secured claim for Server. The claim amount is $1,699.55. This Claim is bifurcated into an Allowed Secured Claim in the amount of $700.00 and an Allowed Unsecured Claim in the amount of $999.55. According to Debtor's records through end of November 2018, the sum of $26.31 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $673.63 will accrue interest at 6.00% . The Allowed Secured Claim of $673.69 will be paid in 60 equal monthly payments of $13.02 starting on the Effective Date of the Plan. Class 12: Marlin Equipment Finance is impaired. Secured claim for Computers, printers and other equipment. The claim amount is $6,551.78. This Claim is bifurcated into an Allowed Secured Claim in the amount of $3,400.00 and an Allowed Unsecured Claim in the amount of $3,151.78. According to Debtor's records through end of November 2018, the sum of $53.25 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $3,098.53 will accrue interest at 6.00% . The Allowed Secured Claim of $3,151.78 will be paid in 60 equal monthly payments of $60.93 starting on the Effective Date of the Plan. Class 13: Marlin Equipment Finance is impaired. Secured claim for Mini Skid Steer. The claim amount is $35,791.71. This Claim is bifurcated into an Allowed Secured Claim in the amount of $28,800.00 and an Allowed Unsecured Claim in the amount of $6,991.71. According to Debtor's records through end of November 2018, the sum of $2,249.57 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $26,550.43 will accrue interest at 6.00% . The Allowed Secured Claim of $26,550.43 will be paid in 60 equal monthly payments of $513.29 starting on the Effective Date of the Plan. Class 14: Marlin Equipment Finance is impaired. Secured claim for Ryan Jr. 18” Sod Cutter. The claim amount is $3,433.82. This Claim is bifurcated into an Allowed Secured Claim in the amount of $2,000.00 and an Allowed Unsecured Claim in the amount of $1,433.82. According to Debtor's records through end of November 2018, the sum of $181.12 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $1,818.88 will accrue interest at 6.00%. The Allowed Secured Claim of $1,818.88 will be paid in 60 equal monthly payments of $35.16 starting on the Effective Date of the Plan. Class 15: Colonial Savings F.A. is impaired. The claim amount is $433,847.98. This Claim is bifurcated into an Allowed Secured Claim in the amount of $372,625.00 and an Allowed Unsecured Claim in the amount of $61,222.98. According to Debtor's records through end of November 2018, the sum of $30,000.00 has been paid as adequate protection payment to Claimant. The Allowed Secured Claim of $342,625.00 will accrue interest at 6.00% . The Allowed Secured Claim of $342,625.00 will be paid in 84 equal monthly payments of $5,005.26 starting on the Effective Date of the Plan. Class 16: General Unsecured Class Claim is impaired. The total general unsecured Claims under the Plan is estimated to be approximately $1,116,000.00. However, this amount may be reduced based on certain Claims not being Allowed Claims and/or not being entitled to receive distribution under the Plan. The parties with allowed general unsecured Claims will start receiving payments at the end of the first quarter after the Effective Date of the Plan. The Debtor believes based on the dollar figures included in the Plan each allowed general unsecured Claim will be paid approximately 10% of its Claim over a period of 5 years in equal quarterly payments. Therefore, the Debtor expects to distribute amongst Class 16 creditors, with allowed Claims, the approximate sum of $111,600.00. Any holder of a general unsecured Claim, whose Claim on Debtor's Schedules were reflected as disputed, contingent or unliquidated and who did not file a claim before the Bar Date will not receive any distribution under the Plan. Payments and distributions under the Plan will be funded by future income. The sources of this income consist of income derived from running the business. A full-text copy of the Disclosure Statement dated Dec. 5, 2018, is available at: http://bankrupt.com/misc/txnb18-1841853elm-55.pdf About JWCCC, LLC a/k/a Marwill Grain Company JWCCC, LLC, a/k/a Marwill Grain Company -- http://www.marwillgrain.com/-- operates an organic garden center and a pet supply store in North Texas. The Company has been serving the needs of organic gardeners, urban farmers, modern homesteaders, and pet lovers since 1946. Through its Landscape Services Division, Marwill Grain offers design and installation projects, drainage and irrigation services, hardscaping, and organic maintenance services. Currently the division serves Grapevine and its surrounding cities. Marwill Grain Company filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-41853) on May 8, 2018, estimating $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Behrooz P. Vida, Esq., at The Vida Law Firm, PLLC, is the Debtor's counsel. JXB 84: Seeks to Hire Fillmore Real Estate as Broker ---------------------------------------------------- JXB 84 LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire a real estate broker. The Debtor proposes to employ Fillmore Real Estate to sell a duplex property located at 228 Senator Street, Brooklyn, New York. The property will be offered for sale at a price of $1,499,999. The firm will get 6% of the total sale price of the property. In the event another licensed real estate broker solicited by Fillmore is involved in the transaction, the firm will pay the cooperating broker a fee for service by separate agreement with such broker and in no such event will the fee paid by the Debtor exceed the greater of 6% of the sale price. Alain da Sylveira, the real estate broker employed with Fillmore who will be providing the services, disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor. The firm can be reached through: Alain da Sylveira Fillmore Real Estate 366 Lewis Avenue Brooklyn, NY 11233 Phone: 347-992-6533 E-mail: alaindasylveira@fillmore.com About JXB 84 LLC JXB 84 LLC is in the real estate business. Its principal assets are located at 228 Senator St. Brooklyn, New York. JXB 84 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. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The case has been assigned to Judge Jay A. Cristol. Joel M. Aresty P.A., led by founding partner Joel M. Aresty, Esq., is counsel to the Debtor. KEEHAN TENNESSEE: Case Summary & 7 Unsecured Creditors ------------------------------------------------------ Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Keehan Tennessee Investment LLC 18-17349 P.O. Box 269 Avon, OH 44011 Westlake Briar, LLC 18-17350 P.O. Box 269 Avon, OH 44011 Business Description: Keehan Tennessee and Westlake Briar are privately held companies in Avon, Ohio that are engaged in activities related to real estate. Chapter 11 Petition Date: December 12, 2018 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judges: Hon. Jessica E. Price Smith (18-17350) Hon. Arthur I. Harris (18-17349) Debtors' Counsel: Frederic P. Schwieg, Esq. FREDERICK P SCHWIEG ATTORNEY AT LAW 2705 Gibson Drive Rocky River, OH 44116-3008 Tel: (440) 499-4506 Fax: (440) 398-0490 E-mail: fschwieg@schwieglaw.com Keehan Tennessee's Estimated Assets: $0 to $50,000 Keehan Tennessee's Estimated Liabilities: $10 million to $50 million Westlake Briar's Estimated Assets: $50,000 to $100,000 Westlake Briar's Estimated Liabilities: $1 million to $10 million The petitions were signed by Donald J. Keehan, Jr., manager. A full-text copy of Keehan Tennessee'S petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/wyb18-17349.pdf A full-text copy of Westlake Briar's petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/wyb18-17350.pdf LASTING IMPRESSIONS: Unsecureds to Get 5% Over 120 Months --------------------------------------------------------- Lasting Impressions Landscape Contractors, Inc., filed a further amended plan and accompanying disclosure statement proposing to pay allowed unsecured claims a minimum of 5% of the face amount of their allowed claims in pro rata distribution over 120 months from the Effective Date in adjustable monthly installments. In the prior Plan, the Debtor proposed to pay Allowed Unsecured Claimants a minimum of 5% of their Face Amount of the Allowed Claims in Pro Rata distribution on their Allowed Amount over 60 months from the Effective Date in adjustable monthly installments. The Plan represents a group of 322 Secured Claims culled from the Claims register, and subject to various prior Consent Orders on relief from stay or otherwise. Each group of Allowed Claims in the Classes of Secured Claims to be treated with Cash Distributions typically over 120 months at 5% and such collateral is valued at a figure supported by an earlier expert report, Carl Micelli, who shall shortly supplement his prior report as the Plan contains a valuation element on each of the equipment items or pools. Some Classes of Claims contain equipment to be surrendered, or which has already been surrendered, by the Debtor, and the treatment is outlined similarly that such claimant may submit a Deficiency Claim following the Confirmation Order as an Unsecured Claim. There are two unexpired leases or executory contracts to be rejected; namely, an unexpired equipment lease with Kubota Equipment which the Debtor failed to schedule or list within the petition; but has now amended same. Secondly, the Debtor has terminated its barter agreement with WFI Stadium, Inc. aka Washington Redskins, and both of these entities will have until 30 days after the Confirmation Order to file Section 365(g) rejection claims. Two of the Allowed Secured Claims -- Classes 29 and 31 -- are for personal property taxes for Prince George's County and likely arise as administrative expense claims all subject to payment on the Effective Date under the Plan. One of the Allowed Secured Claims -- Class 2 -- is for real property taxes that have been assigned/novated to the Debtor under a leasehold interest which has been approved by this Bankruptcy Court after Motion and Notice earlier in the case without objection wherein the Debtor is the party "solely" responsible for their satisfaction to Prince George's County MD, and those taxes will be paid over 12 months from December, 2018; namely, by December 31, 2019. There is a priority claim for Jim Flippo, President of the Debtor for unpaid priority wages under 11 U.S.C. Section 507(a)(4) for $10,000.00. This will be dedicated to the Plan as a new value contribution, and offset on the Confirmation Date. There is a priority claim for Vinish Dinesh of $2,755.00 (as a subcomponent of an Unsecured Claim filed for $6,033.00 which shall be objected to as to the Priority Portion. Attorneys fees for allowance subject to application and allowance are $326,889.00 of which $127,801.46 is in escrow as of October, 2018, leaving a balance of $199,087.54 to be paid on the Effective Date, or as may be agreed by the Applicant prospectively. The Plan is a 120 month Plan with an Effective Date arising 120 days from the Confirmation Date, which Confirmation Date is set to arise on or about January 31, 2019. Some Classes of Claims are treated over a shorter period of time under enduring agreements or otherwise. An area of present indeterminacy is the impact of any timely filed and Allowed Deficiency Claims or Rejection Claims from Secured Claims and Executory Contracts/Leases on the ability of the Debtor to fund a 5% dividend to the Allowed Unsecured Claims, and the Debtor will need to make adjustments as circumstances may require to provide 5% Cash Distributions at a minimum to Allowed Unsecured Claims over 120 months. Noting the Effective Date does not arise for 120 days from the Confirmation Date the Debtor does not believe this to be insurmountable. A full-text copy of the Disclosure Statement dated December 3, 2018, is available at: http://bankrupt.com/misc/mdb18-1524433-603.pdf About Lasting Impressions Lasting Impressions Landscape Contractors, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 15-24433) on October 16, 2015, disclosing under $1 million in both assets and liabilities. The Debtor is represented by John Douglas Burns, Esq., at The Burns Law Firm, LLC. No official committee of unsecured creditors has been appointed in the case. LEWAN LAND: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Lewan Land Development, LLC 486 Marsh Street, Suite C San Luis Obispo, CA 93401 Business Description: Lewan Land Development, LLC is a privately held company that owns real estate properties in Templeton, California having a total current value of $7.14 million. Chapter 11 Petition Date: December 12, 2018 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Case No.: 18-12059 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: John W. Belsher, Esq. BELSHER LAW, PC 486 Marsh Street, Suite C San Luis Obispo, CA 93401 Tel: 805-316-0508 E-mail: john@belsherlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by John W. Belsher, Esq., attorney. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb18-12059.pdf LUXURY LIMOUSINE: Unsecured Creditors to Recoup 4% Under Plan ------------------------------------------------------------- Luxury Limousine Service, Inc., filed a small business Chapter 11 plan and accompanying disclosure statement proposing to pay 4% to holders of general unsecured claims. Class 3. Classes of Secured Claims are impaired. This Class consists of the Claims of the Advantage Funding, Fleetway Leasing, Internal Revenue Service, Madison Capital, and Pennsylvania Department of Revenue, Prime Rate Premium Finance and Titus Leasing. Each holder of an Allowed Secured Creditor Claim shall be paid the amount of such Allowed Secured Creditor Claim. Class 4. Classes of General Unsecured Claims are Impaired. The Debtor will treat the claim of Titus Leasing (Claim 7) as general unsecured claim in the amount of $19,195.18 and avoid the lien. The Debtor will treat the claim of the City of Philadelphia (Claim 4) as a general unsecured claim in the amount of $11,814.72 and avoid the judgment lien. Each Class 4 allowed claim will receive 4% of respective allowed claim to be paid in deferred cash payments starting February 1, 2019, and concluding January 1, 2024, in monthly or quarterly payments at the Debtor's discretion. Class 4 payments will start after the payment of the secured claims have been completed. Class 5 - Equity interest holders are parties who hold an ownership interest (i.e., equity interest) in the Debtor. In a corporation, entities holding preferred or common stock are equity interest holders. In a partnership, equity interest holders include both general and limited partners. Payments and distributions under the Plan will be funded by Debtor's continued operation as transportation service company. The funds shall be generated from the revenues of the reorganized Debtor. A full-text copy of the Disclosure Statement dated Dec. 3, 2018, is available at: http://bankrupt.com/misc/paeb18-1813574jkf-91.pdf Attorney for Debtor: Stephen V. Bottiglieri, Esq. BOTTIGLIERI LAW, LLC 66 Euclid Street, Suite C Woodbury, NJ 08096 Tel: 888-793-0373 Email: steve@bottiglierilaw.com About Luxury Limousine Service Luxury Limousine Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-13574) on May 31, 2018. In the petition signed by Perry Camerlengo, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. The Debtor tapped Bottiglieri Law, LLC as its legal counsel. M.D.C. HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to BB ----------------------------------------------------------------- Egan-Jones Ratings Company, on December 7, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by M.D.C. Holdings, Incorporated to BB from BB+. M.D.C. Holdings, Inc., founded by Larry Mizel as Mizel Development Corporation in 1972, whose subsidiaries build homes under the name "Richmond American Homes," is one of the top fifteen home builders in the United States. MAGEE BENEVOLENT: Seeks to Hire Horne LLP as Accountant ------------------------------------------------------- Magee Benevolent Association seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Horne, LLP, as its accountant and auditor. The services to be provided by the firm include the preparation of its 2017 tax return, Medicaid eligibility studies and Medicare cost reports; and an audit of the financial statements of Magee General Hospital 403(b) plan. The total fee for the firm's services is $56,575 Horne is "disinterested" as defined in section 101 of the Bankruptcy Code, according to court filings. The firm can be reached through: Wendy Eversole Horne, LLP 1020 Highland Colony Parkway, Suite 400 Ridgeland, MS 39157 Main: 601-326-1000 Direct: 601.326.1167 Fax: 601-898-9054 Email: wendy.eversole@hornellp.com About Magee General Hospital Magee General Hospital serves as a general medical and surgical facility in Magee, Mississippi. The Hospital offers medical services in cardiology, audiology, dentistry, general surgery, internal medicine, oncology, emergency care, and many other medical services. Magee General Hospital filed a petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 18-03283) on Aug. 24, 2018. In the petition signed by CEO Sean Johnson, the Debtor estimated $1 million to $10 million in assets and liabilities. The case is assigned to Judge Katharine M. Samson. The Law Offices of Craig M. Geno, PLLC, led by Craig M. Geno, is the Debtor's counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Sept. 24, 2018. The committee tapped Arnall Golden Gregory LLP as its legal counsel, and McCraney, Montagnet, Quin & Noble, PLLC as its local counsel. MALLINCKRODT GROUP: Bank Debt Trades at 4% Off ---------------------------------------------- Participations in a syndicated loan under which Mallinckrodt Group Incorporated is a borrower traded in the secondary market at 96.13 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.75 percentage points from the previous week. Anchor Glass pays 300 basis points above LIBOR to borrow under the $600 million facility. The bank loan matures on September 24, 2024. Moody's rates the loan 'Ba1' and Standard & Poor's gave a 'BB' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. MALLINCKRODT PLC: Bank Debt Trades at 4% Off -------------------------------------------- Participations in a syndicated loan under which Mallinckrodt Plc is a borrower traded in the secondary market at 96.1 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.03 percentage points from the previous week. Mallinckrodt Plc pays 275 basis points above LIBOR to borrow under the $1.865 billion facility. The bank loan matures on September 27, 2024. Moody's rates the loan 'Ba1' and Standard & Poor's gave a 'BB' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. MAREMONT CORP: Solicits Votes from Asbestos Claimants on Plan ------------------------------------------------------------- Meritor, Inc. (NYSE: MTOR), announced that Maremont Corporation, a non-operating subsidiary, and Maremont's three wholly-owned, non-operating subsidiaries, Maremont Exhaust Products, Inc., AVM, Inc., and Former Ride Control Operating Company, Inc., have initiated a process to equitably and permanently resolve all asbestos liabilities related to the historic manufacturing activities of Maremont and its subsidiaries. Meritor and all of its other subsidiaries will continue to operate as usual throughout the process undertaken by Maremont. "The action undertaken by non-operating subsidiary Maremont has no impact on Meritor's business operations, employees or customers," said Jay Craig, CEO and president of Meritor. "Meritor's financial position is strong and we remain focused on serving customers, driving operational excellence and achieving our M2019 objectives." Craig continued, "By launching this process, Maremont is seeking a constructive and equitable resolution to definitively address the liabilities related to its historical asbestos-related activities." Maremont will solicit votes from asbestos claimants in favor of a "prepackaged" plan of reorganization (the "Plan"). If the Plan is approved by voting asbestos claimants, Maremont and its subsidiaries will voluntarily file cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Among other things, the Plan is intended to permanently resolve all current and future asbestos claims related to Maremont's historical asbestos-related activities through the creation of a trust pursuant to Section 524(g) of the U.S. Bankruptcy Code. The current deadline for receipt of ballots from voting asbestos claimants is January 18, 2019. Maremont and its subsidiaries intend to petition for the voluntary Chapter 11 reorganization shortly after the ballots are tallied. Once the Plan is confirmed by the bankruptcy court and approved by the district court and all other actions necessary to implement the Plan are completed, Maremont expects to fund a 524(g) trust to address its current and future asbestos claims and permanently enjoin any future lawsuits related to such claims against, among others, Meritor and its subsidiaries, and channel all such claims and demands to the 524(g) trust. Certain key terms of the Plan are as follows: * Funding for the 524(g) trust will consist of a US$28 million contribution by Meritor, repayment of an intercompany loan and the contribution of Maremont's remaining assets, including its insurance assets; * An injunction that permanently protects Meritor and its affiliates from future claims stemming from Maremont's historical asbestos activities; * All claims other than asbestos claims against Maremont and its subsidiary debtors will be paid in full or reinstated; and * Meritor's equity interests in Maremont will be cancelled. The 524(g) trust will own 100% of the equity interests in reorganized Maremont. Background on Asbestos Litigation Maremont, a non-operating subsidiary of Meritor, manufactured certain friction products containing asbestos from 1953 through 1977, when it sold its friction product business, and one of its subsidiaries manufactured certain exhaust products containing asbestos from 1954 to 1978, when it ceased using asbestos in such products. Arvin Industries, Inc., a predecessor of Meritor, acquired Maremont in 1986. Maremont and many other companies are defendants in suits brought by individuals claiming personal injuries as a result of exposure to asbestos-containing products. There were approximately 1,700 and 2,800 active asbestos-related lawsuits against Maremont and its subsidiary Maremont Exhaust as of September 30, 2018 and September 30, 2017, respectively. Maremont believes that establishing a 524(g) trust will ensure an equitable and permanent resolution to all current and future asbestos claims related to Maremont asbestos products. About Meritor Meritor, Inc. is a leading global supplier of drivetrain, mobility, braking and aftermarket solutions for commercial vehicle and industrial markets. With more than a 100-year legacy of providing innovative products that offer superior performance, efficiency and reliability, the company serves commercial truck, trailer, off-highway, defense, specialty and aftermarket customers around the world. Meritor is based in Troy, Mich., United States, and is made up of approximately 8,600 diverse employees who apply their knowledge and skills in manufacturing facilities, engineering centers, joint ventures, distribution centers and global offices in 19 countries. Meritor common stock is traded on the New York Stock Exchange under the ticker symbol MTOR. For important information, visit the company's website at www.meritor.com. CONTACTS: Media Inquiries Krista Sohm (248) 435-7115 krista.sohm@meritor.com Or: Michael Freitag, Dan Moore or Matthew Gross Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 Investor Inquiries Carl Anderson (248) 435-1588 carl.anderson@meritor.com MCDERMOTT INTERNATIONAL: Bank Debt Trades at 4% Off --------------------------------------------------- Participations in a syndicated loan under which McDermott International Incorporated is a borrower traded in the secondary market at 96.33 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.84 percentage points from the previous week. McDermott International pays 500 basis points above LIBOR to borrow under the $2.260 billion facility. The bank loan matures on March 28, 2025. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. MIAMI INTERNATIONAL: Jan. 11 Plan Confirmation Hearing ------------------------------------------------------ The Bankruptcy Court has approved the disclosure statement explaining Miami International Medical Center, LLC's Chapter 11 plan of liquidation and scheduled for Jan. 11, 2019 at 9:30 a.m., the hearing on Confirmation of the Plan. On or before 6 months after the Effective Date, the Liquidating Trustee shall file objections to Claims. Objections to confirmation and deadline for filing ballots accepting or rejecting plan is on December 28, 2018. Under the Plan, Class 3 - Allowed Secured Claim of NMFLP, LLC as assignee of MidFirst Bank are impaired. The Allowed Secured Claim of NMFLP, LLC is collateralized by the Debtor’s accounts receivables and proceeds therefrom. The Class 3 Claim is approximately $324,797.78. Class 4 - Allowed Secured Claims of Olympus America, Inc. are impaired. The Allowed Secured Claims of Olympus America, Inc. is collateralized by certain medical equipment. The Debtor will return the financed equipment to Olympus America, Inc. reducing the amount of the claim. Any deficiency claim will be treated as Class 5 Allowed General Unsecured Claim. Class 5 - Allowed General Unsecured Claims are impaired. Each Holder of an Allowed General Unsecured Claim, except for VCH or any of its affiliates, shall receive, as soon as practicable in the discretion of the Liquidating Trustee, unless such Holder agrees to accept lesser treatment of such Claim, a Pro Rata Share of the General Distribution Fund. Class 6 - Allowed General Unsecured Claims of VCH are impaired. VCH's general unsecured claim would generally have a right to the same treatment of Class 5 unsecured claims. VCH has agreed to allocate any distribution to unsecured creditors that VCH or its affiliates would otherwise be entitled to to the Unsecured Creditor Fund for distribution to the Debtor's other general unsecured creditors in Class 5. Class 7 - Equity Interests in the Debtor are impaired. Holders of Equity Interests in the Debtor are not expected to receive a distribution or retain any interest under the Plan, and such Equity Interests shall be canceled as of the Effective Date. The Plan will be implemented through a distribution of the proceeds of the liquidation of the Remaining Assets and the continued prosecution of Causes of Action through a liquidating trust. A full-text copy of the Disclosure Statement dated Dec. 3, 2018, is available at: http://bankrupt.com/misc/flsb18-1812741LMI-470.pdf Attorneys for the Debtor in Possession: Peter D. Russin, Esq. Daniel N. Gonzalez, Esq. MELAND RUSSIN & BUDWICK, P.A. 3200 Southeast Financial Center 200 South Biscayne Boulevard Miami, FL 33131 Tel: (305) 358-6363 Fax: (305) 358-1221 Email: prussin@melandrussin.com dgonzalez@melandrussin.com About Miami International Medical Center Miami International Medical Center, LLC, which does business under the name The Miami Medical Center -- http://www.miamimedicalcenter.com/-- is a 67-bed hospital located at 5959 N.W. Seventh St. Miami, Florida. The hospital temporarily suspended all health care services effective Oct. 30, 2017. Miami International Medical Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on March 9, 2018. In the petition signed by Jeffrey Mason, chief administrative officer, the Debtor disclosed $21.39 million in assets and $67.27 million in liabilities. Judge Laurel M. Isicoff presides over the case. The Debtor tapped Meland Russin & Budwick, P.A. as bankruptcy counsel; the Law Offices of Karl David Acuff as special regulatory counsel; KapilaMukamal and BKD, LLP as accountants; and Bayshore Partners, LLC as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Agentis PLLC and Porzio, Bromberg & Newman, P.C. as its legal counsel. MISSOURI CITY: Wells Fargo to Get $2.9K Monthly Payment for 60 Mos ------------------------------------------------------------------ Missouri City Funeral Directors at Glenn Park, Inc., filed a further amended disclosure statement explaining its Chapter 11 Plan of Reorganization to further modify the treatment of Wells Fargo Bank, N.A.'s secured claim. Wells Fargo's claim impaired. The creditor is owed $153,768.06 as a secured creditor as of the petition date. If this creditor is over-secured at the time of confirmation, any post-petition interest and any post-petition attorney's fees and expenses will be subject to Court approval. The Debtor will pay this creditor in full with 5.25% interest at $2,919.44 per month in 60 equal monthly payments with the first payment being due and payable on the first day of the first month following the 60th day after the effective date of the plan. Ovation Servicing is impaired. This creditor is owed $187,876.05 as a secured creditor as of the petition date. If this creditor is over-secured at the time of confirmation, any post-petition interest and any post-petition attorney's fees and expenses will be subject to Court approval. The Debtor will pay this creditor in full with 13.50% interest at $2,426.89 per month in 183 monthly payments (payments 1 thru 182 in the amount of $2,426.89 and payment 183 in the amount of $2,426.66. with the first payment being due and payable on December 29, 2018 and the final payment being due and payable on February 28, 2034. Fort Bend Independent School District is impaired. This creditor is owed $8,515.72 as a secured creditor as of the petition date. If this creditor is over-secured at the time of confirmation, any post-petition interest and any post-petition attorney's fees and expenses will be subject to Court approval. The Debtor will pay this creditor in full with 12% interest at $189.43 per month in 60 equal monthly payments with the first payment being due and payable on the first day of the first month following the 60th day after the effective date of the plan. Fora Financial Business Loans, LLC is impaired. This creditor is owed $18,741.60 as a secured creditor as of the petition date. If this creditor is over-secured at the time of confirmation, any post-petition interest and any post-petition attorney's fees and expenses will be subject to Court approval. The Debtor will pay this creditor in full with 5.25% interest at $355.83 per month in 60 equal monthly payments with the first payment being due and payable on the first day of the first month following the 60th day after the effective date of the plan. Prime Rate Premium Finance is impaired. This creditor is owed $617.89 as a secured creditor as of the petition date. If this creditor is over-secured at the time of confirmation, any post-petition interest and any post-petition attorney's fees and expenses will be subject to Court approval. The Debtor will pay this creditor in full with 5.25% interest at $11.73 per month in 60 equal monthly payments with the first payment being due and payable on the first day of the first month following the 60th day after the effective date of the plan. Class 5. General Unsecured Claims are impaired. The allowed unsecured claims will be paid 100% of their claims in 60 monthly payments. Their payments will be due and payable beginning on the 15th day of the first month following 60 days after the effective date of the plan. The Debtor anticipates continuing to operate bas a full-service funeral home and is pursing the possibility of adding a crematory to its operations. The income generated from continued operations should be sufficient to fund the plan, pay its creditors and remit payments to the owners and contractors who are necessary to ensure the proper operation of the funeral home. A full-text copy of the Disclosure Statement dated December 5, 2018, is available at: http://bankrupt.com/misc/txsb18-1736178-50.pdf About Missouri City Funeral Directors Missouri City Funeral Directors at Glenn Park, Inc., is a corporation that operates as a funeral home. It is based in Missouri City, Texas. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-36178) on Nov. 6, 2017. Michael Brock, Sr., chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. Judge David R. Jones presides over the case. MISYS PLC: $1.245-Bil. Bank Debt Trades at 4% Off ------------------------------------------------- Participations in a syndicated loan under which Misys Plc is a borrower traded in the secondary market at 95.7 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.34 percentage points from the previous week. Misys Plc pays 725 basis points above LIBOR to borrow under the $1.245 billion facility. The bank loan matures on April 28, 2025. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. Misys is one of the world's largest independent applications software products groups and the UK's biggest. Its main activities include selling software solutions to banks, transaction processing and claims administration for physicians in the U.S., systems for insurance brokers in the U.K., and administrative and compliance services for Independent Financial Advisors, or IFs. It's corporate address is London, United Kingdom. MISYS PLC: $3.5-Bil. Bank Debt Trades at 4% Off ----------------------------------------------- Participations in a syndicated loan under which Misys Plc is a borrower traded in the secondary market at 96.45 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.41 percentage points from the previous week. Misys Plc pays 350 basis points above LIBOR to borrow under the $3.582 billion facility. The bank loan matures on April 28, 2024. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. Misys is one of the world's largest independent applications software products groups and the UK's biggest. Its main activities include selling software solutions to banks, transaction processing and claims administration for physicians in the U.S., systems for insurance brokers in the U.K., and administrative and compliance services for Independent Financial Advisors, or IFs. It's corporate address is London, United Kingdom. MODERN PROMOS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Modern Promos, L.L.C. as of Dec. 11, according to a court docket. 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. NEIMAN MARCUS: Bank Debt Trades at 14% Off ------------------------------------------ Participations in a syndicated loan under which Neiman Marcus Group Incorporated is a borrower traded in the secondary market at 86.32 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.28 percentage points from the previous week. Neiman Marcus pays 325 basis points above LIBOR to borrow under the $2.942 billion facility. The bank loan matures on October 25, 2020. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. NEIMAN MARCUS: Marble Demands Return of MyTheresa Assets -------------------------------------------------------- Marble Ridge Capital LP, a value-oriented distressed debt investment firm, on Dec. 3, 2018, reported it has sent the following letter to the Board of Directors of the The Neiman Marcus Group, Inc. ("Parent") demanding the return of the MyTheresa assets to its insolvent subsidiary, as well as the elimination of the pervasive conflicts of interests that enabled these valuable assets to be improperly stripped from the Company. Marble Ridge provided the Letter in response to a Form 8-K filing as of November 30, 2018 by Neiman Marcus Group LTD LLC ("Company") that showed that the Parent, which is jointly owned by Ares Management ("Ares") and Canada Pension Plan Investment Board ("CPPIB"), has no current intention of returning the MyTheresa assets to the Company. Ares and CPPIB, aided by conflicted legal counsel, recently transferred the MyTheresa business without any consideration to Parent. Parent is not an issuer, borrower, or guarantor under the debt documents. As stated in the letter: The following is the letter Marble Ridge has sent to the Neiman Marcus Group Board of Directors: December 3, 2018 Board of Directors, c/o David Kaplan, Chairman Attn: Tracy Preston, General Counsel The Neiman Marcus Group, Inc. One Marcus Square 1618 Main Street Dallas, Texas 75201 Tracy_Preston@neimanmarcus.com RE: Demand to Return MyTheresa and Resolve Your Conflicts of Interest Dear Members of the Board of Directors, We have been clear throughout our communications with you that the valuable MyTheresa assets must be returned to Neiman Marcus Group Ltd LLC (the "Company") and the pervasive conflicts of interest that enabled these valuable assets to be improperly stripped for no consideration must be resolved. No effort by you to engage with creditors can properly move forward unless and until these prerequisites are addressed. Your continued misconduct puts at risk thousands of jobs and the viability of a storied franchise that includes marquee brands such as Neiman Marcus and Bergdorf Goodman. Unfortunately, your actions demonstrate that you continue to enable the Company's out-of-money equity sponsors, Ares Management L.P. ("Ares") and Canada Pension Plan Investment Board ("CPPIB"), to strip the valuable MyTheresa assets from the Company without consequence. You have allowed, or have turned a blind eye to the sponsors' not-so-subtle sleight of hand machinations to lure creditors into a false negotiation meant only to perpetuate their self-serving enrichment scheme. You have failed to take any action whatsoever to resolve the significant conflicts of interest that exist between The Neiman Marcus Group, Inc. (the "Parent") and its insolvent subsidiary, including your legal advisors, which continue to enable this illicit scheme. As you know, or should have known, the sponsors have enabled this scheme through a "pass-through" corporate governance structure engineered to avoid liability for breach of fiduciary duties while maintaining valuable tax attributes for their own benefit. As Directors, you are aware that once the Company became insolvent, its residual beneficiaries changed from its equity holders to its creditors. After that time, any action taken at the expense of the Company in furtherance of the interests of Parent is improper and thus unacceptable. Appropriate corporate governance requires the creation of an independent Board of Directors at the Company with separate and independent legal counsel with full authority to bring claims against Parent to manage this clear conflict of interest. However, by design, and as a result of the improper corporate structure implemented by Ares and CPPIB along with conflicted legal counsel, Kirkland & Ellis LLP and Proskauer Rose LP, no such independent body exists at the Company. The improper corporate structure the Board has allowed and continues to perpetuate perverts the basic principles of corporate responsibility by eliminating any independence between Parent and its insolvent subsidiary. That makes the Board, as fiduciaries of Parent, inherently and deeply conflicted. Furthermore, you and your conflicted legal counsel had to have known, or should have known that since March 2017 -- the time of the initial step in the MyTheresa transactions -- the Company was and continues to be insolvent. As early as 2016, analysts had noted a change in the Company's outlook after same store sales dropped precipitously in the fourth quarter of 2015. Debtwire, a widely-read industry research publication, issued a report in the Fall of 2016 indicating the Company's insolvency. Since then, it has continued to issue additional reports, all underscoring that the Company is insolvent. After the Parent stripped the MyTheresa assets from the Company on September 18, 2018, Debtwire reduced its recovery estimate of the Company even further from 43.7% to 31.6% and Goldman Sachs published a recovery estimate between 7% and 26%, indicating that the Company was and continues to be insolvent. Given these uncontroverted facts, what is unacceptable is that you, the Members of the Board of Directors, have failed to acknowledge, let alone address the fact that you and your legal advisors are hopelessly conflicted, have allowed the misappropriation of assets from your insolvent subsidiary, and have otherwise engaged in deceptive and misleading conduct. This Board-level conflict was magnified by the role of Kirkland & Ellis LLP and Proskauer Rose LP, which stood on opposite sides of the same transaction through their representation of both the Parent and the Company at the same time. There is clear precedent that the current corporate structure and role of Kirkland & Ellis LLP and Proskauer Rose LP are untenable. In March 2016, a full year prior to the first-step transaction that occurred in March 2017, the court-appointed Examiner in the Caesars bankruptcy case analyzed the actions and relationship of the Board of Directors of the Caesar's parent company ("CEC") to its insolvent subsidiary Caesars Entertainment Operating Company, Inc. ("CEOC") and their counsel under very similar circumstances. Kirkland & Ellis LLP is more than familiar with that Report and its conclusions because it represented the insolvent subsidiary during the bankruptcy case. In relevant part: Once CEOC became insolvent there thus was the potential for conflict between CEC, the equity owner of CEOC, and CEOC itself. CEC, and its officers and directors, owed their duties to CEC's equity holders, but that was not the case for CEOC's officers and directors. Actions that might have been beneficial to CEC might have been less clearly, or potentially not, in the interest of CEOC and its creditors. Those who were officers and directors of both entities were in an inherently conflicted position. CEC, the Sponsors and their advisors, however, at least until late June 2014, never acted as if this were the case. Decisions on behalf of CEOC were effectively made by CEC and the Sponsors, and in none of the investigated transactions prior to August 2014 did CEOC have independent directors or advisors looking out for its interests . . . Instead, CEOC should have had its own independent directors and advisors in connection with each of the challenged transactions. The Caesars Examiner analyzed the conduct of counsel that represented both the parent and insolvent subsidiary at the same time for conflict of interest, malpractice and aiding and abetting breach of fiduciary duty. In relevant part: The situation is different, however, when the parent and insolvent subsidiary are on opposite sides of the same transaction and the same law firm purports to represent both entities. In that case the interests of the two entities diverge. And, once such a divergence of interest occurs, a lawyer can only undertake or continue representing multiple clients if it is clear that the lawyer can competently represent both clients and if both clients provide informed consent based on a full disclosure by the lawyer of the issues involved in the simultaneous representation. Here it does not seem that either requirement was satisfied. The issues then are when was [the law firm] adequately on notice of CEOC's potential insolvency (emphasis added), and in what transactions did such a divergence of interest occur. Based on this clear precedent, the Parent must undo its fraudulent corporate scheme by forming an independent Board of Directors at the Company with separate and independent legal counsel. We, as a statutory creditor of the Company, reserve the right to correct this corrosive conduct if it is not addressed by Parent by seeking, among other remedies, the appointment of a Receiver with authority to bring derivative actions on behalf of the Company against Parent and any party that has aided and abetted their misconduct. We are fully prepared to take all necessary actions to protect our rights, all of which are expressly preserved. Respectfully, MARBLE RIDGE CAPITAL Daniel Kamensky cc: Kirkland & Ellis LLP 333 South Hope Street Los Angeles, CA 90071 Attn: David M. Nemecek, Esq. Proskauer Rose LP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067 Attn: Pippa Bond, Esq. Brown Rudnick LLP Seven Times Square New York, New York 10036 Attn: Sigmund S. Wissner-Gross, Esq. Steven B. Levine, Esq. Brian T. Rice, Esq. About Marble Ridge Capital LP The principal objective of Marble Ridge is to achieve superior risk-adjusted returns throughout market cycles by making opportunistic investments across and throughout the capital structure of companies that are expected to undergo some sort of corporate event or restructuring. Marble Ridge is led by Managing Partner Dan Kamensky, who has over 19 years of industry experience. Prior to founding Marble Ridge, Mr. Kamensky was a Partner at Paulson & Co. Inc., where he initiated and executed some of the firm's most complex and profitable distressed and event-driven investments across the capital structure. NEW MEXICO MFA: S&P Cuts Rating on 2003A/B Housing Bonds to BB+ --------------------------------------------------------------- S&P Global Ratings lowered its long-term ratings on New Mexico Mortgage Finance Authority's (Aztec Village Apartments project) series 2003A and taxable series 2003B multifamily housing revenue bonds to 'BB+' from 'AA'. The outlook is stable. "The rating action reflects the project's change in investments from a guaranteed investment contract with CDC Funding Corp., which is guaranteed by Caisse des Depots et Consignations, to 'AAA' money market funds," said S&P Global Ratings credit analyst Jose Cruz. "Due to the termination of the guaranteed investment contract and subsequent investment of funds in lower-yielding securities, we project there will be insufficient revenues from mortgage debt service payments and investment earnings to pay full and timely debt service on the bonds and fees by the remarketing date of Sept. 1, 2038," Mr. Cruz added. S&P's analysis is based on the project's June 2018 financial information and our current stressed reinvestment rate assumptions for all scenarios as set forth in the criteria titled "Methodology For Certain Housing Bond Transactions Supported By U.S. Government Agencies And Government-Sponsored Entities" (published Dec. 17, 2014, on RatingsDirect). The bond proceeds were used to finance the acquisition, rehabilitation, and equipping of the Aztec Village Apartments, which is a 228-unit multifamily rental housing project in Albuquerque, N.M. S&P said, "The stable outlook reflects our view that the coverage and parity levels on the remarketing date, as predicted by our cash flow models, may not fall below insufficient levels during the outlook period. "If the project fund balances increase from better-than-expected reinvestment earnings, or the borrower contributes additional funds resulting to sufficient funds to meet debt payments and fees on the remarketing date of Sept. 1, 2038, we could take a positive rating action. "If market conditions remain the same or worsen causing the date of deficit funding for the project to accelerate from any current date, we could lower the rating." NORTHERN POWER: UK Wind Turbine Business Sale Nets $280,000 ----------------------------------------------------------- Northern Power Systems Corp through its wholly owned subsidiary, Northern Power Systems, Inc. (NPS) had executed and closed an asset purchase agreement with Natural Generation Limited ("NGL") pursuant to which NGL acquired the assets relating to NPS's wind turbine service business in the United Kingdom, according to a Form 8-K filed with the Securities and Exchange Commission. At closing, (i) NPS received net proceeds of approximately $283,000 after various offsets and (ii) NGL hired the four remaining employees of Northern Power Systems Ltd, the Company's subsidiary in the United Kingdom. Despite the sale of its NPS's wind turbine service business in the United Kingdom, the Company will continue to market and sell its turbines in the United Kingdom. About Northern Power Systems Northern Power Systems -- http://www.northernpower.com/-- designs, manufactures, and sells distributed power generation and energy storage solutions with its advanced wind turbines, inverters, controls, and integration services. With approximately 22 million run-time hours across its global fleet, Northern Power wind turbines provide customers with clean, cost-effective, reliable renewable energy. NPS turbines utilize patented permanent magnet direct drive (PMDD) technology, which uses fewer moving parts, delivers higher energy capture, and provides increased reliability thanks to reduced maintenance and downtime. Northern Power also develops Energy Storage Solutions (ESS) based on the FlexPhase power converter platform, which features patented converter architecture and controls technology for advanced grid support and generation applications. Northern Power reported net income of $59,000 for the year ended Dec. 31, 2017, compared to a net loss of $8.94 million for the year ended Dec. 31, 2016. As of June 30, 2018, Norther Power had $8.92 million in total assets, $13.90 million in total liabilities and a total shareholders' deficiency of $4.97 million. RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring cash losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. The Toronto Stock Exchange delisted the Company's securities from the TSX, effective Oct. 22, 2018, for failure to comply with the TSX continued listing requirements. OXFORD ASSOCIATES: New Hudson Plan Discloses $2.25MM Bid for Units ------------------------------------------------------------------ Secured creditor Hudson View Owners Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York its second amended disclosure statement in connection with its proposed second amended plan of liquidation for Oxford Associates Group, Inc. The second amended disclosure statement provides that upon the filing of its Plan of Liquidation, Hudson View was contacted by a party who was interested in bidding at the proposed auction and indicated it would be willing to bid $2.25 million dollars for Oxford's Units. The Amended Plan proposes to let the market establish the actual value of the Units through the marketing and Auction sale. A full-text copy of Hudson's Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-12487-125.pdf About Oxford Associates Group Inc. Oxford Associates Group Inc., a New York corporation, owns 39 residential cooperative units located along Warburton Avenue, Yonkers. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12487) on September 5, 2017. George Kyriakoudes, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Mary Kay Vyskocil presides over the case. The Debtor hired Pick & Zabicki LLP as its legal counsel. PARKER DRILLING: Case Summary & 50 Largest Unsecured Creditors -------------------------------------------------------------- Twenty affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Parker Drilling Company (Lead Case) 18-36958 5 Greenway Plaza, Suite 100 Houston, TX 77046 Parker Drilling Management Services, Ltd. 18-36957 2M-TEK, Inc. 18-36959 Anachoreta, Inc. 18-36960 Pardril, Inc. 18-36961 Parker Aviation, Inc. 18-36962 Parker Drilling Arctic Operating, LLC 18-36963 Parker Drilling Company of Niger 18-36964 Parker Drilling Company North America, Inc. 18-36965 Parker Drilling Company of Oklahoma, Incorporated 18-36966 Parker Drilling of South America, Inc. 18-36967 Parker Drilling Offshore Company, LLC 18-36968 Parker Drilling Offshore USA, L.L.C. 18-36969 Parker North America Operations, LLC 18-36970 Parker Technology, Inc. 18-36971 Parker Technology, LLC 18-36972 Parker Tools, LLC 18-36973 Parker-VSE, LLC 18-36974 Quail USA, LLC 18-36975 Quail Tools, L.P. 18-36976 Business Description: Parker Drilling Company, together with its Debtor and non-Debtor affiliates, is an international provider of contract drilling and drilling-related services and rental tools. Through its drilling services business, the Company drills oil, natural gas, and geothermal wells for customers in both domestic and international markets. The Company's rental tools services business provides rental equipment and services to E&P companies, drilling contractors, and service companies on land and offshore in both domestic and select international markets. The Company is headquartered in Houston, Texas and currently has operations in 19 countries. For more information visit https://www.parkerdrilling.com. Chapter 11 Petition Date: December 12, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtors' General Bankruptcy Counsel: Brian E. Schartz, P.C. Anna G. Rotman, P.C. KIRKLAND & ELLIS LLP (Houston) KIRKLAND & ELLIS INTERNATIONAL LLP 609 Main Street Houston, Texas 77002 Tel: (713) 836-3600 Fax: (713) 836-3601 Emails: brian.schartz@kirkland.com anna.rotman@kirkland.com - and - James H.M. Sprayregen, P.C. Jamie Rose Netznik, Esq. KIRKLAND & ELLIS LLP (Chicago) 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Emails: james.sprayregen@kirkland.com jamie.netznik@kirkland.com - and - Christopher J. Marcus, P.C. Matthew Fagen, Esq. KIRKLAND & ELLIS LLP (New York) 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Emails: christopher.marcus@kirkland.com matthew.fagen@kirkland.com Debtors' Co-Bankruptcy Counsel: Patricia B. Tomasco, Esq. Matthew D. Cavenaugh, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4284 Fax: (713) 308-4184 Emails: ptomasco@jw.com mcavenaugh@jw.com Debtors' Financial Advisor: MOELIS & COMPANY LLC Debtors' Restructuring Advisor: Lacie Melasi John Walsh ALVAREZ & MARSAL 600 Madison Avenue, 8th Floor New York, NY 10022 Tel: 212.759.4433 Fax: 212.759.5532 https://www.alvarezandmarsal.com Debtors' Notice & Claims Agent: PRIME CLERK LLC https://cases.primeclerk.com/parkerdrilling Total Assets as of Sept. 30, 2018: $937,219,000 Total Debts as of Sept. 30, 2018: $695,489,000 The petition was signed by John Edward Menger, chief restructuring officer. A full-text copy of Parker Drilling's petition is available for free at: http://bankrupt.com/misc/txsb18-36958.pdf List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bank of New York Mellon Senior Notes $585,000,000 Trust Company, Due 2020 & N.A., as Indentured Trustee 2022 ATTN: William Wallace Client Service Manager 600 Travis Street, 16th Floor Houston, TX 77002 United States Tel: (713) 483-6025 Fax: (713) 483-6954 Email: William.L.Wallace@bnymellon.com National Oilwell Varco, Inc. Trade Payable $2,179,673 ATTN: Graham Dey Vice President of Sales 10353 Richmond Ave. Houston, TX 77042 United States Tel: 713-346-7936 Email: graham.dey@nov.com Hi-Tech Tubular Service Trade Payable $749,487 ATTN: David Lesseigne President 1608 Highway 90 East New Iberia, LA 70560 United States Tel: 337-369-7358 Fax: 337-369-7371 Cameron International Trade Payable $388,824 (A Schlumberger Company) Attn: Paal Kibsgaard Chief Executive Officer and Chairman 1333 West Loop South, Suite 1700 Houston, TX 77027 United States Tel: 713-513-3300 Fax: 713-513-3320 MHWirth Trade Payable $353,862 Attn: Roy Dyrseth President 28377 FM 529 Katy, TX 77493 United States Tel: 281-371-2424 Fax: 281-371-2426 General Sheet Metal Trade Payable $314,053 Attn: Carol Duncan President 16345 SE Evelyn P.O. Box 1490 Clackamas, OR 97015 United States Tel: 503-650-0405 Fax: 503-650-1058 IOS Holdings, Inc. Trade Payable $259,256 ATTN: Chad Henninger Regional Manager 900 Heavy Haul Road Morgantown, WV 26508 United States Tel: 304-777-2577 Fax: 304-777-2574 Specialties Co Copper State Trade Payable $246,935 ATTN: Wayne Love Vice President 4874 South Warner Dr. Apache Junction, AZ 85120 United States Tel: 623-334-7860 Email: wlove@copperstaterubber.com A & P Trucking, Heavy Trade Payable $241,745 Hauling, & Rigging ATTN: Paul Panson, President 629 Fairchance Road Morgantown, WV 26508 United States Tel: 304-594-9302 Email: paulaptrucking@aol.com Enertex International Inc Trade Payable $240,193 ATTN: Jon Rauch, President 710 Post Oak Rd. #400 Houston, TX 77024 United States Tel: 713-263-8222 Fax: 713-263-8555 U.S. Environmental Protection Reimbursement At Least Agency (EPA) of Remediation $240,000 Attn: Cheryl Seager Costs Director of the Compliance Assurance and Enforcement Division, Region 6 Fountain Place 1445 Ross Ave. Dallas, TX 75202-2750 United States Tel: 214-665-3114 Email: seager.cheryl@epa.gov Fairmont Tools Inc. Trade Payable $210,746 ATTN: Nathan S. Kincaid President 283 Van Kirk Drive Marion Co. Industrial Park Fairmont, WV 26554 United States Tel: 304-363-8339 Fax: 304-534-5314 CD Lyon Construction Inc. Trade Payable $206,368 ATTN: Christopher D. Lyon Chief Executive Officer 380 Stanley Avenue Ventura, CA 93001 United States Tel: 805-653-0173 Fax: 805-653-0175 Charter Supply Company Trade Payable $184,636 Attn:: Jesse Moore, President 8100 Ambassador Caffery Pkwy Broussard, LA 70518 United States Tel: 337-837-2724 Fax: 337-837-6049 American Alloy Steel Trade Payable $183,667 ATTN: Arthur Moore President and Chief Executive Officer 6230 North Houston Rosslyn Road Houston, TX 77091 United States Tel: 713-462-8081 Fax: 713-462-0527 DNOW LP Trade Payable $162,774 ATTN: Helen Washington Sales Representative 7402 North Eldridge Parkway Houston 77041 United States Helen Washington Tel: 281-823-4483 Email: helen.washington@dnow.com Smith International Inc Trade Payable $118,344 ATTN: Khaled Al Mogharbel, President 1310 Rankin Road Houston, TX 77073 United States Tel: 281-443-3370 Fax: 281-233-5996 Ramey Martin Energy Tools Trade Payable $113,515 ATTN: Jake Ramey President 910 Coteau Road New Iberia, LA 70560 United States Tel: 337-367-7497 Fax: 337-364-5944 Ram Winch Hoist Ltd Trade Payable $103,195 ATTN: Jim Keppel, Owner 14603 Chrisman Houston, TX 77039 United States Tel: 281-999-8665 Fax: 281-999-8666 CRG Electric Inc. Trade Payable $101,933 ATTN: Kent Elenburg Purchasing Manager 2056 N. FM 1936 Odessa, TX 79769 United States Tel: 432-381-2493 Email: kelenburg@crgelectric.com HMI Elements Limited Trade Payable $99,544 ATTN: Howard Gould, Director 10900 Brittmoore Park Drive Suite I Houston, TX 77041 United States Tel: 44 (0) 1653 699 908 Fax: 44 (0) 1653 699 904 Weatherford Products Gmbh Trade Payable $86,750 (Dubai Branch) ATTN: Jim Vogt Global Director of Capital Sales 2000 St. James Place Houston 77056 United States Tel: 713-836-4408 Email: jim.vogt@weatherford.com Rexel Inc. Trade Payable $81,954 ATTN: Carleton Williams Industrial Branch Manager 14951 Dallas Parkway Dallas 75254 United States Tel: 713-316-1740 Email: Carleton.Williams@rexelusa.com Keystone Energy Tools, LLC Trade Payable $79,485 ATTN: Joe Ramey President 8404 Highway 90 West New Iberia, LA 70560 United States Tel: 337-365-4411 Fax: 337-365-4456 Email: joe.ramey@keystoneenergytools.com Acme Truck Line Inc Trade Payable $79,428 ATTN: Mike Coatney President 200 Westbank Expy Gretna, LA 70053 United States Tel: 504-368-2510 Email: mike.coatney@acmetruck.com Broadleaf Group LLC Trade Payable $78,034 ATTN: Nikki Walley Enterprise Account Manager 13100 Wortham Drive Suite 150 Houston, TX 77065 United States Tel: 832-295-7202 Email: nwalley@broadleafgroup.com Patterson Rental Tools Trade Payable $76,190 ATTN: Len Denson VP, General Manager 2828 Technology Forest Blvd Woodlands, TX 77381 United States Tel: 281-396-1000 Fax: 281-396-1903 Bailey's Catering LLC Trade Payable $74,660 ATTN: Ema Haq President 3639 Ambassador Caffery Pkwy Lafayette, LA 70503 United States Tel: 337-406-8746 Email: emahaq@bellsouth.net Forum US Inc. Trade Payable $73,600 ATTN: Lenora McMahon Credit Analyst 920 Memorial City Way Suite 1000 Houston, TX 77024 United States Tel: 281-949-2500 Fax: 281-949-2554 ZECO Engineering LLC Trade Payable $71,601 D/B/A Zimmerman Equipment Company ATTN: Bryce Witko Chief Executive Officer 275 South 800 E Vernal, UT 84078 United States Tel: 435-781-0454 Fax: 435-789-0255 Joy Recycling LLC Trade Payable $69,247 ATTN: Denzil Metheny, Owner 18562 Veterans Memorial Hwy Kingwood, WV 26537 United States Tel: 304-698-6324 Fax: 304-329-0333 Brady Trucking, Inc. Trade Payable $69,078 ATTN: Charles Johnson Chief Executive Officer and President 5130 S 5400 E Vernal, UT 84078 United States Tel: 435-781-1569 Fax: 435-781-8204 Global Manufacturing, Inc. Trade Payable $66,758 ATTN: Kathy Klipstein Chief Executive Officer 118 Nova Dr. Broussard, LA 70518 United States Tel: 337-237-1727 Fax: 337-232-9353 Control Flow, Inc. Trade Payable $65,775 ATTN: Bill Laird Chief Executive Officer and President 9201 Fairbanks N. Houston Road P.O. Box 40788 Houston, TX 77240-0788 United States Tel: 281-890-8300 Fax: 281-890-3947 CP Machine, Inc. Trade Payable $65,425 ATTN: Cameron Philabaum, Owner 5229 - 142nd Drive NW Williston, ND 58801 United States Tel: 701-570-8826 Email: cameronp@cp-machineinc.com UV Logistics, LLC Trade Payable $65,165 ATTN: Colby Domingue Chief Executive Officer 4021 Ambassador Caffery Pkwy Suite 200, Building A Lafayette, LA 70503 United States Tel: 337-291-6700 Fax: 337-837-1037 Mustang Cat Trade Payable $62,229 ATTN: Christina Alba Sales Manager 12800 Northwest Freeway Houston, TX 77040 United States Tel: 713-460-7265 Email: calba@mustangcat.com Sunbelt Supply Company Trade Payable $53,814 ATTN: Scott Jackson Vice President 8363 Market Street Houston, TX 77029 United States Tel: 713-672-2222 Fax: 713-672-2725 Gaffney-Kroese Supply Corp. Trade Payable $53,496 ATTN: Jack Kroese, Owner 50 Randolph Road Somerset, NJ 08873 United States Tel: 732-885-9000 Fax: 732-885-9555 Jet Lube, Inc. Trade Payable $52,176 ATTN: Greg Havelka Chief Executive Officer and President 930 Whitmore Drive Rockwall, TX 75087 United States Tel: 713-670-5700 Fax: 713-678-4604 W. L. Flowers Machine & Trade Payable $50,606 Welding Co., Inc. ATTN: Aj Flowers President 2585 S. Federal Hwy 281 Alice, TX 78332 United States Tel: 361-664-6527 Fax: 361-664-8858 Email: ajflowers@wlflowersmachineshop.com Gerald Robichaux, Jr., Litigation $50,000 Loren Robichaux, and Settlement Mona Robichaux C/O Smith Stag, L.L.C. ATTN: Michael G. Stag and/or Kevin D. Micale One Canal Place 365 Canal St, Suite 2850 New Orleans, LA 70130 United States Tel: (504) 593-9600 Fax: (504) 593-9601 PLS Logistics Services, Inc. Trade Payable $48,642 ATTN: Gregory Burns Chief Executive Officer 3120 Unionville Road, Bldg 110 Cranberry Township, PA 16066 United States Tel: 724-814-5100 Fax: 724-814-5200 Kuukpik Arctic Services Trade Payable $47,005 ATTN: Terry McIntosh Chief Operating Officer 582 East 36th Avenue, Suite 600 Anchorage, AK 99503 United States Tel: 907-279-6220 Email: terry.mcintosh@articcatering.com MIE Supply, LLC Trade Payable $46,705 ATTN: Jeri Lynn Ragusa Chief Executive Officer 9 Storehouse Lane Destrehan, LA 70047 United States Tel: 504-464-5918 Email: jragusa@m-iesupply.com Extreme Machine and Urethane LLC Trade Payable $46,192 ATTN: Jonathan Robrie, President 202 E Angus Drive Youngsville, LA 70592 United States Tel: 337-857-9090 Fax: 337-837-7944 Hi-Kalibre Equipment Ltd. Trade Payable $45,939 ATTN: Patrick Rabby President 7321 - 68 Ave NW Edmonton, AB T6B 3T6 Canada Tel: 780-435-1111 Fax: 780-436-5164 Skillsoft Trade Payable $45,384 ATTN: Charles E. Moran Chief Executive Officer 300 Innovative Way, Suite 201 Nashua, NH 03062 United States Tel: 603-324-3000 Fax: 603-324-3009 Drilling Systems UK Ltd Trade Payable $45,000 ATTN: Clive Battisby Sales Representative 5 Aviation Park West Bournemouth International Airport Christchurch, Dorset, BH23 6EW United Kingdom Tel: 44-1202-582255 Email: clive.battisby@drillingsystems.com Derrick Corporation Trade Payable $44,094 ATTN: Mitch Derrick Chief Executive Officer 590 Duke Road Buffalo, NY 14225 United States Tel: 716-683-9010 Fax: 713-551-0798 PARKER DRILLING: Files for Pre-Arranged Chapter 11 Reorganization ----------------------------------------------------------------- Parker Drilling Company and 19 U.S. subsidiaries sought Chapter 11 protection after entering into a restructuring support agreement ("RSA") with holders of the Company's securities, including a significant amount of its 7.50% Senior Notes due 2020 and 6.75% Senior Notes due 2022, outstanding preferred stock and outstanding common stock. To implement the terms of the RSA, Parker has voluntarily filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Parker's non-U.S. subsidiaries and certain U.S. subsidiaries are excluded from the filing and will not be affected. Parker intends to seek confirmation of a pre-arranged Plan of Reorganization ("Plan"). The RSA parties ("Consenting Stakeholders") have indicated their support for the proposed Plan. The Company anticipates that its cash flow and existing liquidity will be sufficient to support global operations during this period and has further augmented liquidity with access to $50 million in debtor-in-possession ("DIP") financing. The lenders under the DIP financing have also committed to fund an exit facility of $50 million, which amount may be increased following emergence. The Company's proposed Plan, which is subject to Court approval, reduces approximately two-thirds of funded debt and injects $95 million of new, fully committed equity capital through a backstopped rights offering. It also contemplates the issuance of a new $210 million Second-Lien Term Loan due 2024 to satisfy the remaining existing Notes. Current preferred equity holders, as well as common equity holders if the class votes to approve the Plan, will receive reorganized equity and warrants. The Plan and requested first day relief contemplate that vendors and other unsecured creditors who continue to work with the company on existing terms will be paid in full and in the ordinary course of business. All existing customer and vendor contracts are expected to remain in place and be serviced in the ordinary course of business. "Our operational results have continued to improve this year, and we anticipate new opportunities for profitable growth across our drilling and rental tools businesses. The steps we are announcing today will ensure that we have the appropriate capital structure to take advantage of these opportunities to strategically grow our assets, our global footprint, and our suite of products and services," said Gary Rich, Chairman, President and Chief Executive Officer. "We are confident that by resolving our legacy balance sheet issues, we will enable Parker to continue executing a strategy to build greater scale in core markets and expand strategic offerings, such as our U.S. Well Services, while strengthening our drilling and rental tools businesses. We expect these efforts to drive additional efficiencies while providing greater flexibility and more options for customers over the long term. "Throughout this process, our firm commitment remains to provide our customers with safe, reliable and efficient operations, as always. Customers should see no changes to our products and services, and we appreciate their continued support while we complete this restructuring," Rich continued. "I also want to thank our suppliers, whose partnership will remain vital during and after this process. We have worked closely with the Consenting Stakeholders and appreciate their clear commitment to the long-term success of the business. "Finally, on behalf of the entire Board of Directors, I want to extend my sincere thanks to our talented employees, whose commitment to serving our customers with operational excellence and integrity has not waivered, despite a prolonged industry downturn. I am confident that the strength of our complementary business lines, combined with a solid financial platform, will position Parker to lead the industry as market conditions improve," Rich concluded. The Company intends to continue to pay employee wages and benefits as usual, and to pay trade creditors in full and in the ordinary course of business. Employees, customers and vendors should see minimal interruption through this process. The existing management team is expected to remain in place, and the Company expects to complete the restructuring process in the first quarter of 2019. Additional information about the restructuring can be found at https://cases.primeclerk.com/parkerdrilling or toll-free number, +1.855.631.5345, or +1.347.338.6451 internationally. About Parker Drilling Houston-based Parker Drilling (OTC:PKDSQ) –- http://www.parkerdrilling.com/-- provides drilling services and rental tools to the energy industry. The Company's Drilling Services business serves operators in the inland waters of the U.S. Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in select U.S. and international markets and harsh environment regions utilizing Parker-owned and customer-owned equipment. The Company's Rental Tools Services business supplies premium equipment and well services to operators on land and offshore in the U.S. and international markets. Parker Drilling Company and 19 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-36958) on Dec. 12, 2018. Parker Drilling reported $937,219,000 in assets and $695,489,000 in liabilities as of Sept. 30, 2018. The Hon. Marvin Isgur is the case judge. Kirkland & Ellis LLP is serving as legal advisor to Parker in connection with the restructuring. Moelis & Company is serving as Parker's investment banker, and Alvarez & Marsal is serving as its financial advisor. Jackson Walker L.L.P. is the co-bankruptcy counsel. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor to the stakeholders that are parties to the RSA, and Houlihan Lokey is serving as financial advisor. PARKER DRILLING: S&P Lowers ICR to D Amid Bankruptcy Filing ----------------------------------------------------------- Houston-based oil and gas contract drilling services and rental tools provider Parker Drilling Co. voluntarily filed for chapter 11 bankruptcy. S&P Global Ratings is thus lowering its issuer credit rating on Parker to 'D' from 'B-'. S&P is also lowering its issue-level rating to 'D' from 'B-', the recovery rating remains '3'. The recovery rating remains '3', indicating S&P's expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. S&P expects to withdraw the ratings after 30 days. PARKER DRILLING: Strikes Deal with Investment Funds for Ch.11 Plan ------------------------------------------------------------------ Parker Drilling Company said in bankruptcy court filings that have a concentrated debtholder composition: just four institutions -- Brigade Capital Management, LP, Highbridge Capital Management, LLC, Varde Partners, Inc., and Whitebox Advisors, LLC (collectively, the "Consenting Stakeholders") -- hold a significant amount of the Debtors' funded debt, preferred stock, and Common Stock. This composition has provided the Debtors with a unique opportunity to negotiate and achieve a comprehensive restructuring transaction. These four institutions collectively hold approximately 77% of the Debtors' unsecured notes, approximately 62% of the Debtors' outstanding preferred stock, and approximately 15% of the Debtors' outstanding common stock. After more than six months of diligence and negotiations with holders throughout the Debtors' capital structure, the Debtors have reached agreement with these four investment funds to fund and support a restructuring that will maximize stakeholder recoveries and ensure a viable enterprise upon emergence. Under the Pre-Arranged Plan filed by the Debtors in bankruptcy court, the four investment funds will receive majority of the common stock of the reorganized Parker Drilling and a $210.0 million second lien term loan. Prepetition Capital Structure As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $585.0 million. In addition, Parker has issued 500,000 shares of outstanding preferred stock with a liquidation preference of $100 per share and 9.4 million shares of outstanding common stock, which is currently trading at $1.11 per share as of the Petition Date with a market capitalization of approximately $10.4 million. The primary components of the Debtors' consolidated funded debt obligations outstanding and equity interests as of the Petition Date are: Funded Debt Outstanding Obligations Maturity Principal Amount ----------- -------- ---------------- ABL Facility January 2020 $0 2020 Notes August 2020 $225.0 million 2022 Notes July 2022 $360.0 million -------------- Total Outstanding Debt $585.0 million Liquidation/Preference Equity Interests Share Price Market Capitalization ---------------- ----------- --------------------- Preferred Stock $100 per share $50.0 million Common Stock $1.11 per share $10.4 million Bank of America, N.A., was the Administrative Agent and L/C Issuer under the secured ABL facility. The ABL Facility was canceled upon the Debtors' chapter 11 filing. Upon approval of the proposed DIP Facility, the DIP Facility will effectively replace the ABL Facility as the Debtors' principal source of secured credit. The Bank of New York Mellon Trust Company, N.A. ("BoNY"), as trustee under the 2020 Notes and 2022 Notes, which are unsecured obligations of the Debtors and rank equal in right of payment with all of the Debtors' existing and future senior unsecured indebtedness. Parker issued 500,000 shares of preferred stock in Feb. 1, 2017, which was issued at a par value of $1.00 per share with a liquidation preference of $100 per share. Restructuring Support Agreement and Plan The Restructuring Support Agreement contemplates a comprehensive reorganization achieved through the Plan that will result in a substantial deleveraging of the Debtors' balance sheet by approximately $375.0 million and provide the Debtors with $95.0 million of fully-committed new equity capital, all while paying in full all non-funded debt claims against the Debtors and providing a meaningful recovery to existing shareholders that they would not otherwise have been entitled to receive. The key financial components and commitments of the restructuring are as follows: -- access to the DIP Facility, in an aggregate principal amount of $50.0 million, which shall bear interest at a rate of 1-month LIBOR plus 4.00% (payable monthly, in cash) and mature four months after the Petition Date, subject to a two-month extension; -- access to a commitment for the post-Effective Date Exit Facility in an aggregate principal amount of $50.0 million, with an ability for an additional commitment of up to $50.0 million, which will bear interest at a rate of LIBOR + 2.25% to 2.75% and shall have a term of four years; -- access to a commitment of $95.0 million in new equity capital by way of the Rights Offering fully-backstopped by the Commitment Parties; -- $210.0 million in second lien term loans at an interest rate of 11% cash interest plus 2% PIK interest; and -- all holders of the Unsecured Notes (the "Noteholders") and Parker's Preferred Stock, and, assuming the class of Common Stock votes to accept the Plan, all holders of Parker's Common Stock will be afforded the opportunity to participate in the Rights Offering. The Plan contemplates stakeholder recoveries as follows: * All holders of non-funded debt unsecured claims against the Debtors will be paid in full and in cash in the ordinary course; * Noteholders will receive their agreed upon share of 53.2% of the post-Rights Offering New Common Stock, their respective share of a $210.0 million second lien term loan to be issued upon the consummation of the Plan, and the opportunity to participate in their pro rata share of $60.0 million of the Rights Offering (with an additional 3.35% of the New Common Stock distributed to the Commitment Parties who have agreed to backstop the Rights Offering); * Preferred shareholders will receive their pro rata share of 0.6% of the post- Rights Offering New Common Stock, warrants to acquire 5.4% of the New Common Stock, and the opportunity to participate in their pro rata share of $14.0 million of the Rights Offering; * Common shareholders will receive their pro rata share of 0.9% of the post-Rights Offering New Common Stock (assuming such class votes to accept the Plan), warrants to acquire 8.1% of the New Common Stock, and the opportunity to participate in their pro rata share of $21.0 million of the Rights Offering; and * 9% of the Reorganized Debtors' New Common Stock (on a fully-diluted basis, but subject to dilution by the exercise of the New Warrants and the conversion of any other options, warrants, convertible securities, or other securities that may be issued post-emergence) shall be reserved for issuance in connection with a management incentive plan, with 50% of such stock to be awarded at emergence. The Debtors maintain a broad "fiduciary out" under the Restructuring Support Agreement. Specifically, Section 7.01 of the Restructuring Support Agreement provides, in part, that nothing will require the Debtors "to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law." Moreover, Section 7.02 of the Restructuring Support Agreement permits the Debtors to, among other things, participate in, consider, respond to, and facilitate discussions of potential alternative restructuring proposals. Proposed DIP Financing To fund the administration of the chapter 11 cases, Deutsche Bank AG, New York Branch and Bank of America have agreed to provide the $50.0 million DIP Facility. Bank of America will also act as administrative and collateral agent for the DIP Credit Facility. As of the commencement of the chapter 11 cases, the Debtors have approximately $8.1 million of unrestricted cash. The DIP Facility, if approved, will provide liquidity that is essential to fund the administrative cost of these chapter 11 cases. The DIP Facility allows the Debtors to pay suppliers and other participants in the Debtors' supply chain in the ordinary course to ensure the continuing and uninterrupted flow of inputs to the Debtors' businesses. The Debtors believe that the DIP Facility gives the Debtors sufficient liquidity to stabilize their operations and fund the administration of these chapter 11 cases as the Debtors seek to implement the restructuring contemplated by the Plan. Committed Exit Facility To fund the Debtors' operations upon emergence from these chapter 11 cases, the Debtors will enter into an exit facility. Specifically, Bank of America in its capacity as administrative agent and letter of credit issuer, and DB in its capacity as joint lead arranger and joint bookrunner for the Exit Facility, have committed to provide the Exit Facility in an aggregate principal amount of $50.0 million, with the option to increase the aggregate principal amount of up to $100.0 million. The Debtors believe the Exit Financing will allow them to operate with stability, and successfully fund a go-forward business plan that fully harnesses the benefits of the Plan. Proposed Confirmation Timeline The Debtors filed a motion seeking an order scheduling dates and deadlines in connection with the approval of the Disclosure Statement and confirmation of the Plan. The Debtors request from the Court a schedule for confirmation of the Plan that is consistent with the milestones set forth in the Restructuring Support Agreement, as follows: Days After Event Date Petition Date ----- ---- ------------- Petition Date Dec. 12, 2018 + 0 File the First Day Motions Dec. 14, 2018 + 2 days Disclosures Objection Deadline Jan. 10, 2019 + 29 days Disclosure Statement Hearing Jan. 16, 2019 + 35 days Distribute Solicitation Packages Jan. 23, 2019 + 42 days Disclosure Statement Order, Backstop Commitment Approval, and Rights Offering Approval Jan. 26, 2019 + 45 days Plan Objection Deadline and Plan Voting Deadline Feb. 22, 2019 + 72 days Confirmation Hearing March 5, 2019 + 82 days Confirmation Milestone March 12, 2019 + 91 days Effective Date Milestone March 28, 2019 + 106 days About Parker Drilling Houston-based Parker Drilling (OTC:PKDSQ) –- http://www.parkerdrilling.com/-- provides drilling services and rental tools to the energy industry. The Company's Drilling Services business serves operators in the inland waters of the U.S. Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in select U.S. and international markets and harsh environment regions utilizing Parker-owned and customer-owned equipment. The Company's Rental Tools Services business supplies premium equipment and well services to operators on land and offshore in the U.S. and international markets. Parker Drilling Company and 19 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-36958) on Dec. 12, 2018. Parker Drilling reported $937,219,000 in assets and $695,489,000 in liabilities as of Sept. 30, 2018. The Hon. Marvin Isgur is the case judge. Kirkland & Ellis LLP is serving as legal advisor to Parker in connection with the restructuring. Moelis & Company is serving as Parker's investment banker, and Alvarez & Marsal is serving as its financial advisor. Jackson Walker L.L.P. is the co-bankruptcy counsel. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor to the stakeholders that are parties to the RSA, and Houlihan Lokey is serving as financial advisor. PHENIX TRANSPORTATION: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Phenix Transportation, Inc. 18-04761 120 Frontage Road P.O. Drawer D Forest, MS 39074 Phenix Transportation West, Inc. 18-04762 1939 Highway 35 South P.O. Drawer D Forest, MS 39074 Business Description: Phenix Transportation provides trucking transportation services. Chapter 11 Petition Date: December 12, 2018 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson-3 Divisional Office) Judge: Hon. Neil P. Olack Debtors' Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Pkwy. Ridgeland, MS 39157 Tel: 601 427-0048 Fax: 601-427-0050 Email: cmgeno@cmgenolaw.com Phenix Transportation's Estimated Assets: $1 million to $10 million Phenix Transportation's Estimated Liabilities: $1 million to $10 million Phenix Transportation West's Estimated Assets: $10 million to $50 million Phenix Transportation West's Estimated Liabilities: $10 million to $50 million The petitions were signed by Daphne Wilkerson, president. The Debtors failed to include in the petitions lists of their 20 largest unsecured creditors. Full-text copies of the petitions are available at no charge at: http://bankrupt.com/misc/mssb18-04761.pdf http://bankrupt.com/misc/mssb18-04762.pdf PITTSBURGH CORNING: Arbitrators Award $178.5M in Asbestos Case -------------------------------------------------------------- Provost Umphrey, L.L.P. on Dec. 5, 2018 disclosed that more than 2,000 refinery and chemical workers and their families in Southeast Texas will be awarded another $140 million for asbestos exposure thanks to an arbitration award and settlement of a nearly 30-year-old legal case. The award, from a three-judge arbitration panel, comes in addition to a previously agreed-upon $38 million settlement in the case, Cimino v. Raymark Industries, which began in 1990. Altogether, a bankruptcy trust will pay $178 million to resolve the claims of the workers and their families. The panel's decision brings an end to one of the longest-running civil litigations in history. The 2,288 plaintiffs were originally diagnosed with an asbestos-related disease, including mesothelioma, between 1985 and 1987. When the cases were tried as a class action in 1990, the plaintiffs prevailed and the court entered judgments totaling more than $1.3 billion. But after 10 years of motions, transfers and appeals, the 5th Circuit Court of Appeals found against the plaintiffs, reversed the judgments and sent the cases back to the trial court. The remaining defendant, Pittsburgh Corning Corporation (PCC), subsequently filed for bankruptcy and the Cimino plaintiffs were forced to wait another 16 years before having the opportunity to file bankruptcy claims and litigate their right to compensation from the PCC Asbestos Trust. Between 1989-1990, the Cimino litigation involved: -- 2,354 depositions -- 1,400 independent medical exams -- 133 days of trial -- 271 expert witnesses -- 292 fact witnesses -- 6,176 exhibits -- 373 court orders -- 58 lawyers Ultimately, the case produced four published opinions. "While we are proud of successfully resolving this historic litigation, it is devastating to think that PCC's unwillingness to treat our clients fairly means less than 3 percent of the original asbestos plaintiffs are alive today to receive this compensation," said Bryan Blevins of Beaumont-based Provost Umphrey, L.L.P., who represented the firm's clients in the case. "But what matters is they and their families are going to receive it, finally. That says something about their desire to see that justice was done." Representing the plaintiffs with Mr. Blevins were Glen Morgan of Reaud, Morgan & Quinn L.L.P. and Joseph Rice of Motley Rice, LLC. Arguing before the arbitration panel were Mr. Blevins, Mr. Rice and New York University Law Professor Arthur Miller. About Pittsburgh Corning Corporation Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000, to address numerous claims alleging personal injury from exposure to asbestos. At the time of the bankruptcy filing, there were about 11,800 claims pending against the Company in state court lawsuits alleging various theories of liability based on exposure to Pittsburgh Corning's asbestos products and typically requesting monetary damages in excess of $1 million per claim. PCC's balance sheet at Sept. 30, 2012, showed $29.4 billion in total assets, $7.52 billion in total liabilities and $21.9 billion in total equity. The Hon. Judge Thomas Agresti handled the bankruptcy case. Reed Smith LLP served as counsel and Deloitte & Touche LLP as accountants to the Debtor. The U.S. Trustee appointed a Committee of Unsecured Trade Creditors on April 28, 2000. The Bankruptcy Court authorized the retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to the Committee of Unsecured Trade Creditors, and Pascarella & Wiker, LLP, as financial advisor. The U.S. Trustee also appointed a Committee of Asbestos Creditors on April 28, 2000. The Bankruptcy Court authorized the retention of these professionals by the Committee of Asbestos Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell & Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as special insurance counsel; (iv) Legal Analysis Systems, Inc., as Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L. Tersigni Consulting, P.C. as financial advisor, and (vi) Professor Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered. The Asbestos Committee was represented by Douglas A. Campbell, Esq., and Philip E. Milch, Esq., at Campbell & Levine, LLC; and Peter Van N. Lockwood, Esq., Leslie M. Kelleher, Esq., and Jeffrey A. Liesemer, Esq., at Caplin & Drysdale, Chartered. On Feb. 16, 2001, the Court approved the appointment of Lawrence Fitzpatrick as the Future Claimants' Representative. The Bankruptcy Court authorized the retention of Meyer, Unkovic & Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP, as his special counsel, and Analysis, Research and Planning Corporation as his claims consultant. The FCR was later represented by Joel M. Helmrich, Esq., at Dinsmore & Shohl LLP; and James L. Patton, Jr., Esq., Edwin J. Harron, Esq., and Sara Beth A.R. Kohut, Esq., at Young Conaway Stargatt & Taylor, LLP. In 2003, a plan of reorganization was agreed to by various parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court issued an order denying the confirmation of that plan, citing that the plan was too broad in addressing independent asbestos claims that were not associated with Pittsburgh Corning. On Jan. 29, 2009, an amended plan of reorganization (the Amended PCC Plan) -- which addressed the issues raised by the Court when it denied confirmation of the 2003 Plan -- was filed with the Bankruptcy Court. As reported by the TCR on April 25, 2012, Pittsburgh Corning, which is a joint venture between Corning Inc. and PPG Industries Inc., filed another amendment to its reorganization plan. In 2014, Pittsburgh Corning disclosed that its Modified Third Amended Plan of Reorganization has been confirmed by the U.S. District Court for the Western District of Pennsylvania, effective Oct. 1. The confirmation affirmed a May 2013 ruling by the U.S. Bankruptcy Court for the Western District of Pennsylvania. In April 2016, Pittsburgh Corning disclosed that its Modified Third Amended Plan became effective as of April 27, and the Company emerged from Chapter 11 bankruptcy. The confirmed Plan of Reorganization established a trust valued in excess of $3.5 billion to assume all asbestos-related liabilities and resolve all asbestos personal injury claims. The trust is to be funded by Pittsburgh Corning, its shareholders PPG Industries Inc. and Corning Incorporated, and participating insurance carriers. PRESCRIPTION ADVISORY: Has Interim Approval to Use Cash Collateral ------------------------------------------------------------------ The Hon. Brendan L. Shannon of the United States Bankruptcy Court for the District of Delaware has entered an interim order authorizing Prescription Advisory Systems & Technology, Inc. (a) to obtain post-petition financing in the aggregate principal amount of not more than $80,000, and (b) to use cash collateral, including the cash collateral in which pre-petition lender William Bast has lien or interest. The Debtor is authorized to establish the DIP Facility in accordance with and subject to the terms of the Interim Order and that certain DIP Term Sheet by and among the Debtor and William Bast -- as lender under the DIP Term Sheet pre-petition lender. The Debtor may obtain a senior secured superpriority loan facility, which if approved on a final basis would consists of post-petition financing in a total amount of $125,000 inclusive of the Roll-Up Loan. The Debtor may use the proceeds of the DIP Facility, including the cash collateral, to, among other things, make payments as permitted by the Initial Budget for operating expenses -- general and ordinary purposes of the Debtor, the satisfaction of interest, fees and costs due under the DIP Term Sheet and for other administrative expenses, including budgeted professional fees. The Court also approved the conversion of the outstanding senior prepetition indebtedness in an amount equal to $20,000, borrowed from William Bast pursuant to that certain Prepetition Secured Promissory Note, such that automatically (a) the Senior Prepetition Indebtedness will be deemed to have been incurred under the DIP Facility, (b) the Prepetition Collateral will be deemed to be DIP Collateral, and (c) the Prepetition Liens will be deemed to be DIP Liens, upon the entry of the Interim Order. The DIP Lender is granted valid, binding, permanent, perfected, continuing, enforceable, and non-avoidable right, title and interest in, to and under all property of the estate of the Debtor as provided in section 541 of the Bankruptcy Code whether existing prior to the Petition Date or arising thereafter, including property of the Debtor's estate as of the Petition Date, and all of the Debtor's rights in property acquired post-petition whether now existing or hereafter acquired or arising and all proceeds thereof and recoveries related thereto, including the categories of property, rights and interests enumerated in the DIP Term Sheet. The DIP Lender is also granted (a) the DIP Liens on all of the DIP Collateral, which DIP Liens are senior to all other liens, and (b) superpriority administrative claims having recourse to all prepetition and post-petition property of the Debtor's estate, now owned or hereafter acquired and the proceeds of the foregoing. The DIP Facility and the Debtor's right to use proceeds of the DIP Facility and cash collateral will automatically terminate without further notice or Court proceedings, unless extended with the prior written consent of the DIP Lender, upon the earlier of: (a) six months following the Petition Date; (b) the date of acceleration of any outstanding borrowings under the DIP Facility pursuant to an Event of Default; (c) the date a plan of reorganization or plan of liquidation for the Debtor becomes effective; or (d) the date on which the Debtor agrees to a sale of all or substantially all of its assets in one or more sales that the DIP Lender does not consent to. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/deb18-12601-15.pdf About Prescription Advisory Prescription Advisory Systems & Technology, Inc. -- https://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 on November 13, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12601). 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. PRINCESS YENENGA: Seeks to Hire Lauren Michaels as Broker --------------------------------------------------------- Princess Yenenga Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a real estate broker. The Debtor proposes to employ Lauren Michaels Real Estate Partners to list and market for a potential sale its property located at 800-802 Druid Road S, Clearwater, Florida. The property will be offered for sale at a price of $15.9 million. Lauren Michaels will get a 6% commission, of which 3% will be paid to the buyer's broker. Terri Novitsky, the real estate agent employed with Lauren Michaels who will be providing the services, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Terri Novitsky Lauren Michaels Real Estate Partners 906 Drew Street Clearwater, FL 33765 Phone: (727) 298-8888 Fax: (727) 298-0000 Email: terrilmrep@gmail.com About Princess Yenenga Properties Princess Yenenga Properties is a privately-held company engaged in activities related to real estate. It is the fee simple owner of a property located at 800 and 802 Druid Road S, Clearwater, Florida, valued by the company at $18.99 million. Princess Yenenga Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10027) on Nov. 21, 2018. At the time of the filing, the Debtor disclosed $18,999,000 in assets and $11,697,260 in liabilities. The Debtor tapped Eyal Berger, Esq., at Akerman LLP, as its legal counsel. PRIUM COMPANIES: Jan. 9 Plan Confirmation Hearing ------------------------------------------------- Prium Companies, LLC, filed an amended disclosure statement explaining its Chapter 11 liquidating plan to provide that Allowed Unsecured Claims, classified in Class 1, will be paid a single distribution based on each Class 1 Claimant's pro rata share, within thirty (30) days of the Plan's Effective Date. The prior Plan proposed that general unsecured claims would receive a distribution of approximately 1% of their allowed claims, to be distributed as follows: (i) an initial distribution, the timing of which would be subject to the Plan Administrator's business judgment; (ii) if distributable funds remain once certain matters discussed below are resolved, a final distribution; and (iii) if the Debtor receives cash between the initial and final distributions, the Plan Administrator would determine whether to make additional interim distributions. The Debtor proposes a liquidating plan. All Estate assets have been monetized, leaving the Estate with one asset -- distributable funds. The hearing at which the Court will determine whether to confirm the Plan will take place on Jan. 9, 2019, at 10:00 a.m. Objections to confirmation must be filed with the Court by Jan. 2. A full-text copy of the Disclosure Statement dated December 5, 2018, is available at: http://bankrupt.com/misc/wawb18-1444512BDL-603.pdf Attorneys for Prium Companies, LLC: John R. Rizzardi, Esq. Christopher L. Young, Esq. CAIRNCROSS & HEMPELMANN, P.S. 524 Second Avenue, Suite 500 Seattle, WA 98104-2323 E-mail: jrizzardi@cairncross.com cyoung@cairncross.com About Prium Companies Headquartered in Tacoma, Washington, Prium Companies, LLC, filed for Chapter 11 bankruptcy protection (Bank. W.D. Wash. Case No. 14-44512) on Aug. 15, 2014, listing $7.04 million in total assets and $83.69 million in total liabilities. The petition was signed by Eric D. Orse, manager. Judge Paul B. Snyder presides over the case. PROFLO INDUSTRIES: Interim Cash Collateral Use Until Jan. 15 Okayed ------------------------------------------------------------------- The Hon. Mary Ann Whipple of the U.S. Bankruptcy Court for the Northern District of Ohio has entered an eighth order authorizing ProFlo Industries, LLC, to use of cash collateral on an interim basis until Jan. 15, 2019. A continued hearing on the cash collateral use will be held on Jan. 10, 2019, at 10:00 a.m. The Debtor is authorized, on an interim basis to use cash collateral consisting of and including bank balance, accounts receivable of the estate and gross sales of goods and services, which The Huntington National Bank claims to have a valid and perfected security interest. The Debtor is prohibited from drawing from any line of credit with Huntington Bank, and that said line of credit account can remain frozen by Huntington National Bank, at Huntington Bank's discretion. The Debtor will be required to make adequate protection payments for the use of cash collateral: (a) in the amount of $3,757.27 monthly payment on the line of credit to Huntington Bank in accordance with the attached amortization schedule, and (b) in the amount of the continued lease related payments to Bosserman Automotive Engineering, LLC which, in turn, are used by Automotive to pay the loan and mortgage with Huntington Bank dated December 15, 2014 and related to that certain real property located at 2679 S. US 23, Alvada, OH, 44802. The security interest of Huntington Bank in bank balance, accounts receivable and fees of the Debtor's estate has been extended to all post-petition receivables and gross retail sales created by the Debtor in the operation of the Debtor's business with the same force and effect as said security interest attached to the Debtor's prepetition accounts receivables. In addition, the Debtor will prepare and serve upon counsel for Huntington Bank not less frequently than once per month an operating report in similar form to that required by the Office of the U.S. Trustee's guidelines setting forth the total receipts and disbursements. A full-text copy of the Eighth Interim Order is available at: http://bankrupt.com/misc/ohnb17-33184-266.pdf About ProFlo Industries Headquartered in Alvada, Ohio, ProFlo Industries, LLC, is an Ohio Limited Liability Company engaged in the airline refueling business. The principal customers of the business are multi-national companies providing goods, services and advice in the global aviation industry. ProFlo consists of one shareholder: Terry N. Bosserman who owns 100% of the shares. ProFlo Industries filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 17-33184) on Oct. 8, 2017. In the petition signed by Terry N. Bosserman, president, the Debtor estimated less than $1 million in assets and less than $500,000 in liabilities. The Debtor is represented by Patricia A. Kovacs, Esq. No official committee of unsecured creditors has been appointed in the Debtor's case. PROMISE HEALTHCARE: Jan. 11 Deadline for Silver Lake Assets Set --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware which presides over the bankruptcy cases of Promise Healthcare Group, et al., approved uniform bidding procedures for the sale of substantially all of the Silver Lake Medical Center assets of Debtors Success Healthcare, LLC, Success Healthcare 1, LLC, and HLP of Los Angeles, LLC, subject to higher and better bids. The Debtors' selection of L.A. Downtown Medical Center LLC as stalking horse bidder is also approved. The stalking horse asset purchase agreement between the parties contemplates aggregate cash consideration of up to $84,150,000, subject to certain adjustments, as well as the assumption of certain specified liabilities. Bid protections are afforded for the Stalking Horse Bidder in the form a Break-up Fee and Expense Reimbursement. Breakup Fee will mean a cash amount equal to $2,070,000 and Expense Reimbursement will mean the reasonable, actual and documents costs and expenses incurred by the Stalking Horse Bidder related to its due diligence, and pursuing and negotiating the transactions contemplated in the Sale Agreement in an amount not to exceed $1,380,000. The bid deadline has been set for January 11, 2019. An auction, if necessary, will be held on January 17. A sale hearing on the matter is set to be convened on January 22. The sale closing is expected to occur no later than February 5. About Promise Healthcare Group 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). In the petition signed by CRO Andrew Hinkelman, the Debtors estimated assets of $0 to $50,000 and 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. Melanie L. Cyganowski has been named as patient care ombudsman in the cases. PURE FISHING: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ U.S. fishing equipment manufacturer SP PF Buyer LLC (d/b/a Pure Fishing) plans to issue a $435 million first-lien term loan due 2025, an unrated $180 million second-lien term loan due 2026, and an unrated $125 million asset-backed revolving credit facility due 2025 to partially finance its purchase by financial sponsor Sycamore Partners. S&P Global Ratings is assigning its 'B' issuer credit rating to SP PF Buyer LLC (d/b/a Pure Fishing). S&P said, "At the same time, we are assigning our 'B' issue-level rating and '3' recovery rating to the proposed $435 million first-lien term loan. "Our rating on Pure Fishing primarily reflects its high leverage, the concentration of its revenue among its top customers, its small scale compared with other rated leisure companies, and its participation in the highly fragmented and competitive fishing equipment industry. Partially tempering these risks are the company's full product suite of fishing equipment, its portfolio of quality brands, its effective product management with key retailers, and our anticipation that it will exhibit lower profit volatility than many of its rated peers in the highly cyclical leisure sector over the economic cycle. "The stable outlook on Pure Fishing reflects our expectation that a good operating performance will enable the company to modestly reduce its leverage, primarily through EBITDA growth, causing its debt to EBITDA to fall to the mid-6x area in 2019 and the low-6x area in 2020. "We could consider lowering our ratings on Pure Fishing if the company sustains adjusted debt to EBITDA of more than 7x or if its EBITDA interest coverage falls to the 1.5x area. This would likely occur because of a meaningful deterioration in its operating performance or if it undertakes leveraging transactions to pursue acquisitions or return capital to its shareholders. We would also consider lowering the rating if Pure Fishing unexpectedly experienced a significant use of cash for working capital because of a deterioration in its working capital turns. "Although higher ratings are unlikely at this time given the company's financial sponsor ownership, we would consider raising our rating on Pure Fishing if we become confident that its sponsor's financial policies will allow it to sustain S&P adjusted debt to EBITDA of less than 5x." Pure Fishing is a global designer, marketer, and wholesaler of fishing equipment featuring a portfolio of 23 brands and over 23,000 SKUs. The company generates revenue across multiple price points and products that cover the durables, consumables, and accessories segments of fishing equipment. Pure Fishing is headquartered in Columbia, S.C. and has distribution centers in the U.S., Europe, and Asia. Sycamore Partners, the company's financial sponsor, plans to acquire Pure Fishing before the end of 2018. S&P said, "Based on the company's likely sources and uses of cash over the next 12-18 months and incorporating our performance expectations and the proposed transaction, we assess Pure Fishing as having an adequate liquidity profile. We expect its liquidity sources to exceed its uses by at least 1.2x and believe that the company's net sources will remain positive even if its forecast EBITDA declines by 15%. The proposed term loan facilities have no financial maintenance covenants. It is our understanding that Pure Fishing plans to improve its working capital turns over the next few years by reducing its receivables and inventory levels and attempting to tighten its payment terms with key vendors. We plan to monitor the company's progress on this front because we believe that it could have a significant effect on its operating cash flow generation." Principal liquidity sources: -- Cash and cash equivalents of $20 million as of the close of the transaction; -- $15 million drawn under the proposed $125 million asset-based lending (ABL) facility at close; and -- Cash flow from operations of $20 million-$30 million in 2019 and 2020 depending upon working capital performance. Principal liquidity uses: -- 1% mandatory annual amortization under the first-lien term loan; and -- Annual capital expenditures of around $10 million. -- S&P said, "We assigned our 'B' issue-level rating and '3' recovery rating to Pure Fishing's proposed $435 million first-lien term loan due 2025. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default." -- S&P said, "Our simulated default scenario contemplates a default occurring in the first half of 2021 due to a substantial deterioration in the company's operating performance from reputational damage to its key brands that leads to a considerable loss of market share. Our default scenario also contemplates a failure to adapt to an evolving retail channel or multiple retailer bankruptcies." -- S&P assumes that 60% of the $125 million ABL is drawn at the time of default. -- S&P has valued the company as a going concern using a 6x multiple of our projected emergence EBITDA. -- Simulated year of default: 2021 -- Implied enterprise value multiple: 6x -- EBITDA at emergence: $67 million -- EBITDA at emergence: $67 million -- EBITDA multiple: 6x -- Gross recovery value: $405 million -- Net recovery value for waterfall after administrative expenses (5%): $384 million -- Obligor/nonobligor valuation split: 82%/18% -- Estimated ABL claim: $77 million -- Estimated first-lien term loan claim: $441 million -- Estimated value available to first-lien term loan lenders after priority ABL claim: $283 million --Recovery expectations: 50%-70% (rounded estimate: 65%) -- Estimated second-lien term loan claim: $189 million -- Estimated value available for second-lien lenders: $0 million QEP RESOURCES: Egan-Jones Lowers Senior Unsecured Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company, on December 3, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by QEP Resources Incorporated to BB- from BB. QEP Resources, Inc. is headquartered in Denver, Colorado. The company through its subsidiaries operates as a natural gas and crude oil exploration and production company in the United States. RACKSPACE HOSTING: $1.995BB Bank Debt Trades at 6% Off ------------------------------------------------------ Participations in a syndicated loan under which Rackspace Hosting is a borrower traded in the secondary market at 94 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.52 percentage points from the previous week. Rackspace Hosting pays 300 basis points above LIBOR to borrow under the $1.995 billion facility. The bank loan matures on November 3, 2023. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. RACKSPACE HOSTING: $800MM Bank Debt Trades at 6% Off ---------------------------------------------------- Participations in a syndicated loan under which Rackspace Hosting is a borrower traded in the secondary market at 94 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.52 percentage points from the previous week. Rackspace Hosting pays 300 basis points above LIBOR to borrow under the $800 million facility. The bank loan matures on November 3, 2023. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. RB SMITH LAND: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor: RB Smith Land LLC P.O. Box 647 Glendive, MT 59330 Business Description: RB Smith Land LLC is a Single Asset Real Estate Company (as defined in 11 U.S.C. Section 101(51B)) that owns tracts of land in Dawson County, Montana, having a total current value of $1.50 million. Chapter 11 Petition Date: December 12, 2018 Court: United States Bankruptcy Court of Montana District of Montana (Butte) Case No.: 18-61161 Judge: Hon. Benjamin P. Hursh Debtor's Counsel: James A. Patten, Esq. PATTEN, PETERMAN, BEKKEDAHL & GREEN, PLLC Ste 300, The Fratt Bldg 2817 2nd Ave N Billings, MT 59101 Tel: (406) 252-8500 Fax: (406) 294-9500 E-mail: apatten@ppbglaw.com Total Assets: $1,606,124 Total Liabilities: $518,800 The petition was signed by Brady J. Smith, vice president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/mtb18-61161.pdf REAGOR AUTO MALL: Seeks to Hire BlackBriar, Appoint CRO ------------------------------------------------------- Reagor Auto Mall, Ltd. and its affiliates filed separate applications seeking approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire BlackBriar Advisors LLC and appoint Robert Schleizer as their chief restructuring officer. Mr. Schleizer and his firm will oversee the operations and reorganization efforts of Reagor Auto Mall and its affiliates Reagor Auto Mall I LLC, Reagor-Dykes II LLC, Reagor-Dykes III LLC and Reagor-Dykes Snyder, LP in connection with their Chapter 11 cases. They will also provide third-party accounting and assistance to the Debtors' chief financial officer. BlackBriar will charge these hourly fees: Partners and Managing Directors $395 Senior Directors $345 Directors $295 Senior Financial Analysts $245 Financial Analysts $175 The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. BlackBriar can be reached through: Robert Schleizer BlackBriar Advisors LLC 3131 McKinney Ave., Suite 600 Dallas, TX 75204 Office: (214) 599-8600 Cell: 214.882.8300 Email: bschleizer@blackbriaradvisors.com About Reagor Auto Mall Ltd. Reagor Auto Mall Ltd. and its affiliates are Texas limited partnerships, which own and operate auto dealership in and around West Texas. They make up part of what is known as the Reagor-Dykes Auto Group. Reagor Auto Mall, Reagor-Dykes Snyder LP, Reagor-Dykes Auto Mall I LLC, Reagor-Dykes II LLC and Reagor-Dykes III LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case Nos. 18-33577 to 18-33581) on Nov. 2, 2018. At the time of the filing, Reagor Auto Mall estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Reagor-Dykes Snyder estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Stacey G. Jernigan is the case judge. REDOX POWER: Seeks to Hire Verity as Financial Advisor ------------------------------------------------------ Redox Power Systems, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Verity, LLC, as its financial advisor. The services to be provided by the firm include financial restructuring, valuation and assistance with cash flow projections and plan of reorganization. The Debtor paid the firm an advanced pre-bankruptcy retainer of $20,000 and will pay the firm another $20,000 as a postpetition retainer. Postpetition fees will be provided on an hourly basis. The firm charges these hourly fees: Neil Demchick $475 Director $360 - $450 Manager $285 - $320 Senior Consultant $205 - $270 Consultant $150 - $200 Analyst $85 - $150 Verity neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate or creditors, according to court filings. The firm can be reached through: Neil H. Demchick Verity, LLC 9690 Deereco Road, Suite 500 Timonium, MD 21093 Office: 410.307.2252 Mobile: 410.960.3853 E-mail: ndemchick@verity-llc.com About Redox Power Systems Based in College Park, MD, Redox Power Systems, LLC -- http://www.redoxpowersystems.com/-- designs and manufactures fuel cell products that provide clean, primary power at a price point that competes with grid power. Redox develops distributed generation systems that disrupt the way energy is delivered for commercial, industrial, and residential markets. With advanced solid oxide fuel cell technology inside every Redox product, the Company is able to drastically reduce the size, weight, and most importantly, the cost of reliable on-site generation of electricity while also providing high-quality heat for combined heat and power (CHP) applications. Redox filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 18-23882) on Oct. 19, 2018. In the petition signed by David J. Buscher, chief operating officer, the Debtor disclosed total assets at $209,353 and total liabilities at $3,866,611. Judge Thomas J. Catliota presides over the case. The Debtor tapped Shulman, Rogers, Gandal, Pordy & Ecker, P.A., as its bankruptcy counsel. REEL AMUSEMENTS: Jan. 8 Hearing on Disclosure Statement ------------------------------------------------------- The hearing to consider the approval of the Disclosure Statement explaining Reel Amusements LLC's plan of reorganization will be held on Jan. 8, 2019 at 9:00 a.m. January 3, 2019 is fixed as the last day for the filing and serving written objections to the Disclosure Statement. Under the Plan, the assets of the Debtor will continue to be owned, managed, and controlled by the owner, David K. Sharp. The vast majority of the Debtor's assets are encumbered by secured creditors that will have deficiency claims. The Debtor owns three vehicles without a perfected security interest and two vehicles with perfected security interests and equity. The total liquidation value for all five vehicles is approximately $60,000.00. A Trustee may be able to recover a portion of the preference payments, but would be unlikely to recover payments to Ethos Gaming, Aetna Insurance, Nationwide Insurance, or Swanson Developments, LP, since all of these entities would have valid defenses. Excluding these amounts, the preference recovery would range between $0.00 and $265,449.95. The actual funds possibly recovered by the Trustee would be reduced by the Trustee's commission, court costs, and attorney's fees. The Debtor is presently unaware of any actions a Chapter 7 trustee could take against other parties to obtain funds for the estate. Therefore, the total Liquidation Proceeds are believed to be less than $200,000.00. When contrasted with a Chapter 7 liquidation, the distribution to allowed unsecured claims proposed by the Debtor's Plan is higher than the estimated Liquidation Proceeds. The Debtor proposes to pay unsecured creditors $250,000.00. Accordingly, the Debtor's Plan offers creditors $50,000.00 more than they would receive from liquidation under Chapter 7 of the Bankruptcy Code. The Debtor is represented by: Gray Waldron, Esq. Timothy G. Niarhos, Esq. Rebecca J. Yielding, Esq. NIARHOS & WALDRON, PLC 1106 18th Avenue South Nashville, TN 37212 Tel.: (615) 320-1101 Fax: (615) 320-1102 Email: gray@niarhos.com A copy of the Disclosure Statement, dated November 28, 2018, is available at: http://bankrupt.com/misc/tnmb18-05883-98.pdf About Reel Amusements Reel Amusements has been a growing business for over 20 years and continues to be one of the leaders in the amusement industry. Reel Amusements LLC filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ten. Case no. 18-05883) on Aug. 31, 2018. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Denis Graham (Gray) Waldron at Niarhos & Waldron, PLC, is the Debtor's counsel. RESTLAND MEMORIAL: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on Dec. 11 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Restland Memorial Parks, Inc. About Restland Memorial Parks Inc. Restland Memorial Parks, Inc. offers cemetery pre-need programs. Restland Memorial Parks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-24151) on October 24, 2018. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of less than $1 million. The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro Valencik as its legal counsel. RMH FRANCHISE: Acon Equity Letter Explains $32M Cash Infusion ------------------------------------------------------------- BankruptcyData.com reported that RMH Franchise Holdings, et al., filed a Modified Equity Commitment letter, dated December 10, 2018 from ACON Equity Partners III, L.P. (the "Equity Sponsor"), detailing the terms of the financing to be provided by the Equity Sponsor in exchange for 100% of the Company's new common stock. The letter, filed as Exhibit A to the Debtors' First Amended Joint Chapter 11 Plan, states "This Equity Commitment Letter confirms the commitment of Equity Sponsor to directly or indirectly provide to the Debtors, subject to the limitations set forth in this Equity Commitment Letter, $26,952,768 of cash or letters of credit equity financing on the effective date of the Restructuring Plan and an additional $4,935,000 of cash or letters of credit equity financing, as needed, for the purpose of funding the Debtors' obligations under the Restructuring Plan (the 'Equity Financing'); provided that Equity Sponsor shall not, under any circumstances, be obligated to contribute to, purchase equity or debt of, or otherwise provide funds to the Debtors in any amount in excess of the Equity Financing. The Equity Financing shall be in exchange for the issuance of 100% of the new common stock of the Debtors." About RMH Franchise Holdings RMH Franchise, headquartered in Atlanta, Georgia -- https://www.rmhfranchise.com/ -- is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. RMH Holdings is the direct or indirect parent of each of the other Debtors. ACON Franchise Holdings, LLC, a non-debtor, owns 100% of the shares of RMH Holdings. RMH Franchise Holdings, Inc., and certain of its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May 8, 2018. In the petitions were signed Michael Muldoon, president, RMH Franchise Holdings estimated assets and liabilities of $100 million to $500 million. Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D. Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH Franchise Corporation (Case No. 18-11095), and Contex Restaurants, Inc. (Case No. 18-11096). The case is assigned to Judge Brendan Linehan Shannon. Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy counsel to the Debtors; Mastodon Ventures, Inc., is the restructuring advisor; Hilco Real Estate LLC serves as real estate broker; and Prime Clerk LLC acts as claims and noticing agent. On May 24, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. Kelley Drye & Warren LLP serves as lead counsel to the Committee while Zolfo Cooper LLC acts as bankruptcy consultant and financial advisor. SAN LUIS FACILITY: S&P Hikes Senior Lien Revenue Bonds to CCC+ -------------------------------------------------------------- S&P Global Ratings raised its rating to 'CCC+' from 'CCC' on the San Luis Facility Development Corp., Ariz.'s senior lien taxable refunding revenue bonds. The outlook is stable. "The upgrade reflects our view of San Luis Facility Development Corp.'s improved and stabilizing census and operations, although this is tempered by its continued failure to make required principal and interest set-aside payments," said S&P Global Ratings credit analyst Jenny Poree. "The 'CCC+' rating reflects our view that that the issuer is dependent upon continued favorable business, financial, and economic conditions to meet its financial commitments but we do not believe there will be a near term -- within 12 months -- credit or payment crisis, given the fully funded debt service reserve funds." "If the facility can maintain consistent inmate population and operations following the forbearance period's termination in December 2018, we could raise the rating further," Ms. Poree added. S&P said, "The stable outlook reflects our view of the district's recently stabilized operations and population as well as the end of the forbearance period. We believe there is uncertainty as to how the facility and operator will perform when the flow of funds returns to the prior construct. The outlook period is one year for bonds rated in the triple-C category, commensurate with the higher degree of expected volatility and risk." The rating reflects S&P's opinion of: -- The industry's inherent volatility, resulting in substantial fluctuation for facility demand, the facility's lower essentiality (as needed contract), and the uncertainty created by event risks and potential changes in policy or facility requirements at the federal level; -- Lack of a minimum guarantee contract; -- The short-term nature of a perpetuation agreement with renewal risks supporting the pledged revenue; -- Improved census count and payment of principal in 2018; Continued inability to fully cover set-asides increasing vulnerability to nonpayment; and -- Previously modified legal covenants and security provisions that temporarily subordinate principal payment within the waterfall to operations, significantly weakening bondholder security. The San Luis Detention Center was opened in 2007 to provide contract service to governmental agencies having detention responsibilities and to create job opportunities in the city. The facility is located in southwest Arizona, immediately adjacent to the Mexican border. The facility is equidistant between the Arizona and Southern California U.S. Marshal Service districts. SCIENTIFIC GAMES: Hikes Revolving Credit Facility to $620.7-Mil. ---------------------------------------------------------------- Scientific Games International, Inc., a wholly owned subsidiary of Scientific Games Corporation, has entered into two lender joinder agreements with additional revolving commitment lenders with respect to the Credit Agreement dated as of Oct. 18, 2013, as amended. Pursuant to these lender joinder agreements and the lender joinder agreement that the Company entered into on Oct. 18, 2018, the amount of the Company's revolving credit availability under the Credit Agreement will be increased by an aggregate of $175.0 million effective Dec. 13, 2018. As a result of these new lender joinder agreements and the Oct. 18, 2018 joinder agreement, the revolving credit availability under the Credit Agreement will be increased from $445.7 million to $620.7 million until it matures on Oct. 18, 2020, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com/-- is a developer of technology-based products and services and associated content for the worldwide gaming, lottery and interactive gaming industries. The Company's portfolio includes gaming machines and game content, casino management systems, table game products and services, instant and draw-based lottery games, lottery systems, lottery content and services, interactive gaming and social casino solutions and other products and services. The Company also gains access to technologies and pursue global expansion through strategic acquisitions and equity investments. 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 billion. SEADRILL LIMITED: Bank Debt Trades at 15% Off --------------------------------------------- Participations in a syndicated loan under which Seadrill Limited is a borrower traded in the secondary market at 85.17 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.88 percentage points from the previous week. Seadrill Limited pays 600 basis points above LIBOR to borrow under the $1.10 billion facility. The bank loan matures on February 21, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. SFR GROUP: $1.4-Bil. Bank Debt Trades at 7% Off ----------------------------------------------- Participations in a syndicated loan under which SFR Group SA [ex-Numericable SAS] is a borrower traded in the secondary market at 92.92 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.68 percentage points from the previous week. SFR Group pays 275 basis points above LIBOR to borrow under the $1.418 billion facility. The bank loan matures on June 22, 2025. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. SFR GROUP: $2.15-Bil. Bank Debt Trades at 7% Off ------------------------------------------------ Participations in a syndicated loan under which SFR Group SA [ex-Numericable SAS] is a borrower traded in the secondary market at 93.5 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.5 percentage points from the previous week. SFR Group pays 300 basis points above LIBOR to borrow under the $2.150 billion facility. The bank loan matures on January 6, 2026. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. SIDELINE 96TH STREET: Seeks Authority to Use Cash Collateral ------------------------------------------------------------ Sideline 96th Street, LLC, seeks authorization from the United States Bankruptcy Court for the Southern District of Indiana to obtain postpetition use of cash collateral and to grant adequate protection pursuant to such sections for the continued use of a prepetition lending arrangement provided by Sutherland Warehouse Trust II. The Debtor urgently needs working capital to continue its ordinary course business operations and is unable to obtain postpetition financing from any source other than the collateral secured by the Sutherland Loan Facilities. The Debtor's inability to obtain and maintain sufficient operating liquidity to meet its postpetition obligations on a timely basis may result in a permanent and irreplaceable loss of value in its assets and a resultant diminution in the value of the Debtor to the detriment of its creditors. The Debtor claims the financing is essentially the use of cash collateral and does not require Sutherland to advance new sums to the Debtor postpetition. Prior to the Commencement Date, the Debtor's liquidity needs were met primarily through lease payments generated from the daily operation of the business of the Debtor. The Sutherland Loan Facilities are a guaranty by the Debtor of the obligations of the owner of the real estate from which it operates. Cash collateral in this case is limited to the balance in the Debtor's bank account and accounts receivable of approximately $24,555. Sutherland's claim herein is approximately $2.3 million. There is no other creditor with an interest in cash collateral that requires protection under the Bankruptcy Code. A full-text copy of the Debtor's Cash Collateral Motion is available at http://bankrupt.com/misc/insb18-08111-29.pdf 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 reported $1,600,000 in total assets and $2,050,000 in total liabilities. The Hon. Jeffrey J. Graham is the case judge. Christopher J. McElwee, Esq., at Monday Rodeheffer Jones & Albright, is the Debtor's counsel. SOUTH TEXAS INNOVATIONS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------------- The Office of the U.S. Trustee on Dec. 12 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of South Texas Innovations, L.L.C. About South Texas Innovations L.L.C. South Texas Innovations, L.L.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-34245) on August 3, 2018. The case has been assigned to Judge David R. Jones. The Debtor tapped Walker & Patterson, P.C. as its legal counsel. SOUTHEASTERN HOSPITALITY: Gets Nod on Final Cash Collateral Use --------------------------------------------------------------- The Hon. Paul Baisier of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Southeastern Hospitality, LLC's use of cash collateral in accordance with the final order. The Debtor owns and operates The Mercury Restaurant, located at 675 Ponce de Leon Ave, Suite 215, Atlanta, Georgia. The Debtor may use cash collateral to continue its business operations and to preserve the value of its assets. The approved budget provides total monthly expenses of approximately $71,835. The Debtor will be allowed a 10% variance in each payment and expense listed in the Budget. The Debtor believes these Creditors may have interest in its cash collateral: (a) 1st Global Capital, LLC asserts a security interest in the accounts of the Business to secure a claim of approximately $91,186; (b) BFS Capital asserts a security interest in the accounts of the Business to secure a claim of approximately $91,186; (c) Bizfund, LLC asserts a security interest in the accounts of the Business to secure a claim of approximately $91,186; (d) Dau Group Investments, LLC asserts a security interest in the accounts of the Business to secure a claim of approximately $234,218; and (e) PBS Capital asserts a security interest in the accounts of the Business to secure a claim of approximately $91,186. The Debtor will grant each of the Secured 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 Secured Creditor's respective prepetition collateral, to the extent of any diminution in the value of the cash collateral. However, no such replacement liens will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. A full-text copy of the Final Order is available at http://bankrupt.com/misc/ganb18-67291-32.pdf About Southeastern Hospitality Southeastern Hospitality, LLC, d/b/a The Mercury, is a cocktail-focused, classic American eatery located in Ponce City Market, Atlanta, Georgia. The Mercury sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-67291) on Oct. 12, 2018. In the petition signed by Earl E. Cloud III, owner, the Debtor estimated assets of less than $50,000 and liabilities of less than $10 million. The Debtor tapped William Anderson Rountree, Esq., of Rountree & Leitman, LLC, as its counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SUMMIT HME: Has Interim Authorization to Use Cash Collateral ------------------------------------------------------------ The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas has signed an interim order authorizing Summit HME, Inc.'s temporary use of cash collateral to pay ordinary and necessary operating expenses for the purposes contained in the budget. The Court will conduct a final hearing on the Cash Collateral Motion on December 12, 2018, at 10:00 a.m. The approved budget provides total operating expenses in the aggregate sum of $171,775 for the month of December 2018 and $169,520 for the month of January 2019. The Debtor may exceed any line item on the budget by 25% so long as it does not exceed the total allowance for cash collateral for the month by more than 10%. All parties with an interest in cash collateral are granted a replacement lien to the same extent, priority and validity as their prepetition liens. A full-text copy of the Order is available at http://bankrupt.com/misc/txwb18-52675-15.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. 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 presides over the case. The Debtor tapped the Law Office of Anthony H. Hervol as its legal counsel. SYNERGY PHARMA: Bausch Enters Into Stalking Horse Agreement ----------------------------------------------------------- Bausch Health Companies Inc. on Dec. 12, 2018, disclosed that it has entered into a definitive agreement to acquire certain assets of Synergy Pharmaceuticals Inc. in a transaction valued at approximately $200 million plus certain assumed liabilities. Synergy filed a voluntary petition for reorganization under Chapter 11 of the U.S. Code (the "Bankruptcy Code") with the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") earlier on Dec. 12. Under the terms of the agreement, and subject to Bankruptcy Court approval, Bausch Health will serve as the "stalking horse" bidder in a court-supervised auction and sale process, which Synergy will conduct pursuant to Section 363 of the Bankruptcy Code. Synergy is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. Synergy's flagship product, TRULANCE(R) (plecanatide) is a once-daily tablet approved for adults with chronic idiopathic constipation (CIC) and irritable bowel syndrome with constipation (IBS-C). "The acquisition of the assets of Synergy will enhance our Salix Pharmaceuticals business. We believe TRULANCE is a natural complement to XIFAXAN(R) (rifaximin), and with the scale and strength of our sales footprint in GI and primary care, our Salix team will be able to offer physicians and patients multiple treatment options that span the types of irritable bowel syndrome. Furthermore, adding Synergy's investigational dolcanatide to our pipeline will provide an incremental peptide with established proof-of-concept studies in multiple GI conditions," said Joseph C. Papa, chairman and CEO, Bausch Health. "As part of our transformation strategy, we will continue to seek strategic bolt-on opportunities that we believe will help drive long-term growth in our core businesses and for the Company." Agreement Details Under the terms of the definitive "stalking horse" agreement, Bausch Health (through its affiliate) has agreed to acquire most of Synergy's assets, including intellectual property, customer and vendor contracts, accounts receivable and goodwill, free and clear of liabilities except certain expressly assumed liabilities. Additionally, Bausch Health has committed to make employment offers to a number of the sales and commercial employees of Synergy. As part of the sale process, Bausch Health's bid is subject to higher or better offers, as other interested parties will have an opportunity to submit competing bids. Bausch Health does not require any financing to complete the acquisition. If Bausch Health's bid is successful, the transaction is expected to close in the first quarter of 2019, subject to customary closing conditions and approval of the Bankruptcy Court. Wachtell, Lipton, Rosen & Katz served as legal advisor to Bausch Health in this transaction. About Bausch Health Bausch Health Companies Inc. (NYSE/TSX: BHC) -- http://www.bauschhealth.com-- is a global company whose mission is to improve people's lives with its health care products. It develops, manufactures and markets a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R) (plecanatide) and a second product candidate - dolcanatide. SYNERGY PHARMACEUTICALS: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Lead Debtor: Synergy Pharmaceuticals Inc. 420 Lexington Avenue, Suite 2012 New York, NY 10170 Business Description: Synergy Pharmaceuticals Inc. -- https://www.synergypharma.com -- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The Company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring and endogenous human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary gastrointestinal platform includes one commercial product, TRULANCE, and a second product candidate, dolcanatide. Synergy Pharmaceuticals is based in New York City, with research, technical operations and commercial offices in suburban Philadelphia. Synergy [SGYP] became a public company in July 2008 and is currently listed on Nasdaq. Synergy Pharmaceuticals owns 100% of the equity interests of Synergy Advanced. Chapter 11 Petition Date: December 12, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Two affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Synergy Pharmaceuticals Inc. (Lead Case) 18-14010 Synergy Advanced Pharmaceuticals, Inc. 18-14011 Judge: Hon. James L. Garrity Jr. Debtors' Chapter 11 Counsel: Lisa Laukitis, Esq. Christine A. Okike, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036 Tel: 212-735-3000 Emails: lisa.laukitis@skadden.com christine.okike@skadden.com - and - Ron E. Meisler, Esq. Christopher M. Dressel, Esq. Jennifer Madden, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Chicago, Illinois 60606-1720 Tel: (312) 407-0700 Fax: (312) 407-0411 Emails: ron.meisler@skadden.com christopher.dressel@skadden.com jennifer.madden@skadden.com Debtors' Special Counsel: SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Debtors' Financial Advisor: FTI CONSULTING, INC. Debtors' Investment Banker: CENTERVIEW PARTNERS HOLDINGS LP Debtors' Notice, Claims & Balloting Agent: PRIME CLERK LLC https://cases.primeclerk.com/Synergy/Home-Index Total Assets as of Sept. 30, 2018: $83,039,825 Total Debts as of Sept. 30, 2018: $179,282,378 The petition was signed by Gary G. Gemignani, executive vice president and chief financial officer. A full-text copy of Synergy Pharmaceuticals' petition is available for free at: http://bankrupt.com/misc/nysb18-14010.pdf List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank, National 7.50% Convertible $18,755,901 Association, as Indenture Senior Notes Trustee to the 7.50% Due 2019 Convertible Senior Notes due 2019 Corporate Trust-DAPS Reorg 6th and Marquette Ave 12th Floor MAC N9303-121 Minneapolis, MN 55479 Attn: Stefan Victory Tel: 1-800-344-5128 Fax: 1-866-969-1290 Email: dapsreorg@wellsfargo.com Healix Inc. Trade Debt $3,357,953 100 West 33rd Street New York, NY 10001 Attn: Joshua Forney Tel: 646-609-9946 Email: Joshua.Forney@healixglobal.com Chiltern International, Inc. Trade Debt $1,155,302 1016 W. 9th Ave King of Prussia, PA 19406 Attn: Glenn Kerkhof Tel: 423-968-9533 Email: usfinance@chiltern.com AmbioPharm, Inc. Trade Debt $1,000,000 1024 Dittman Court North Augusta SC 29842 Attn: Sammi Liu Tel: 610-301-3317 Email: sammi.liu@ambiopharm.com Sudler & Hennessey LLC Trade Debt $863,508 230 Park Ave. New York, NY 10003 Tel: 212-614-3937 Email: ClientFinanceDept@sudler.com Relay Health Pharmacy Gross to Net $825,000 5995 Windward Parkway Programs Alpharetta, GA 30005-4184 Attn: Roosevelt Brown Tel: 404-728-3016 Email: Roosevelt.Brown@McKesson.com Ogilvy CommonHealth Trade Debt $669,280 Worldwide, LLC 400 Interpace Parkway Parsippany, NJ 07054 Attn: Andrew Schirmer, CEO Tel: 973-352-1000 Email: andrew.schirmer@ogilvy.com TrialCard Incorporated Gross to Net $566,940 2250 Perimeter Park Drive Programs Morrisville, NC 27560 Attn: Accounts Receivable Tel: 919-845-0774 Email: AR@trialcard.com Palmetto GBA, LLC Gross to Net $513,764 17 Technology Circle Programs Columbia, SC 29203 Attn: Joe Johnson, President Tel: 803-735-1034 Email: info@palmettogba.com Prime Therapeutics LLC Gross to Net $456,323 800 Nicollet Mall Programs Minneapolis, MN 55402 Tel: 800-858-0723 Charles River Laboratories, Inc. Trade Debt $382,227 Ballardvale StreetWilmington, MA 01887-1000Attn: Mandy GloverTel: 978-658-6000Email: Mandy.Glover2@crl.com Express Scripts Inc. Gross to Net $267,344 131 S Dearborn - 6th Floor Programs Chicago, IL 60603 Attn: PJ Strong Tel: (952) 837-7467 Email: PJStrong@express-scripts.com eResearch Technology, Inc. Trade Debt $258,365 225 West Station Square Dr. Pittsburgh, PA 15219 Attn: Tara Yokopenic Tel: 800-225-0090 Email: tara.yokopenic@ert.com Aetna Inc. Gross to Net $234,425 P.O. Box #100896 Programs Atlanta, GA 30384 Tel: (952) 594-6365 Email: aslesens@aetna.com Health Strategies Group, LLC Trade Debt $206,112 790 Township Line Rd. Yardley, PA 19067 Attn: Rod Cavin, CEO Tel: 609-397-5282 Email: ar@healthstrategies.com UPM Pharmaceuticals, Inc. Trade Debt $203,405 501 5th Street Bristol, TN 37620 Attn: John P. Gregory, CEO Tel: 423-989-8000 Email: sorce@upm-inc.com CIGNA Group Insurance Employee $174,625 1455 Valley Center Pkwy Benefits Bethlehem, PA 18017-2288 Attn: David Cordani, CEO Tel: 215-761-1000 Email: david.cordani@cigna.com The H&W Group, Inc dba Salutem Trade Debt $173,958 200 E. Randolph St. Chicago, IL 60601 Attn: Adam Woodruff Tel: 312-240-2638 Email: Adam.Woodruff@edelman.com The Scottsdale Resort & McCormick Trade Debt $168,499 7700 East McCormick Parkway Scottsdale, AZ 85258 Tel: 480-991-9000 Fax: 480-596-7422 Sofitel Philadelphia Trade Debt $151,998 120 South 17th St Philadelphia, PA 19103 Attn: Angela Bauer Tel: 215-569-8300 Email: angela.bauer@sofitel.com SYNERGY PHARMACEUTICALS: Files Chapter 11 to Sell to Bausch ----------------------------------------------------------- Synergy Pharmaceuticals Inc., a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies, on Dec. 12, 2018, announced an agreement with Bausch Health Companies Inc., through which Bausch Health would acquire substantially all of Synergy's assets, including all rights to TRULANCE(R) (plecanatide), dolcanatide and related intellectual property, for approximately $200 million in cash, subject to certain adjustments at closing, plus the assumption of certain liabilities related to the assets to be acquired. The sale is subject to a competitive process and the Company's receipt of higher and better offers. To facilitate the sale and address its debt obligations, Synergy initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The Company fully intends to operate its business as usual while it works to complete the sale through the Chapter 11 process. "We have worked diligently to serve our patients, health care professionals and other stakeholders by bringing TRULANCE(R) to market and developing other GI therapies to address previously unmet needs. Unfortunately, we have now reached a point where our financial challenges are preventing us from taking this important work to the next level," said Troy Hamilton, Chief Executive Officer of Synergy Pharmaceuticals Inc. "We are pleased to reach this agreement with Bausch Health and to move forward with the court-supervised auction process. We are confident that this process will result in a strong new owner that has the necessary funding and commercialization capabilities to continue providing TRULANCE to the patients and providers who have come to rely on this treatment and will allow us to maximize value for all stakeholders. We thank our employees for their continued hard work, dedication and commitment to serving our health care professionals and their patients." Synergy has entered into a binding term sheet with its existing first lien lenders for debtor-in-possession (DIP) financing in an aggregate principal amount equal to $155 million, comprised of $110 million of roll up pre-petition loan obligations and $45 million of new money loans to support operations during the Chapter 11 and sale process. This financing, combined with existing cash on its balance sheet and normal operating cash flows, will allow Synergy to operate its business as usual and help fund its ongoing financial commitments while it works to complete the sale. The Company also has filed customary motions with the Court seeking authorization to continue employee wages and benefit programs, honor future vendor payments and maintain customer programs in the normal course in addition to certain other relief. The proposed sale to Bausch Health is expected to be conducted through a supervised sale process under Section 363 of the Bankruptcy Code and will be subject to Court-approved bidding procedures, receipt of higher and better offers at auction and approval of the Court. As part of the sale through the Chapter 11 process, Synergy and its advisors will evaluate competing bids that may be submitted in order to ensure the Company receives the highest and best offer for its assets. The agreement with Bausch Health comprises the initial stalking horse bid in the Court-supervised auction process. Synergy aims to complete this process by the end of the first quarter of 2019. The agreement will be filed with the Securities and Exchange Commission. Additional information about Synergy's Chapter 11 cases can be found at https://cases.primeclerk.com/Synergy Synergy is advised in this transaction by Skadden, Arps, Slate, Meagher & Flom LLP, Sheppard, Mullin, Richter & Hampton LLP, Centerview Partners and FTI Consulting. About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R) (plecanatide) and a second product candidate - dolcanatide. TOP TIER: Unsecureds May Recover 120% Under 1st Amended Plan ------------------------------------------------------------ Top Tier Site Development, LLC and the Official Committee of Unsecured Creditors filed their first amended disclosure statement explaining their first amended joint chapter 11 plan dated Dec. 7, 2018. The Plan proposes to pay creditors as follows: * Creditors with valid claims will be paid from the liquidation of their collateral, largely litigation claims against Shaw's, Inc. and Thomas Tripp. The claims against Shaw's are "Collateral" for certain secured creditors, and thus the Net Proceeds of these "Encumbered Causes of Action" must be used to satisfy the liens of secured creditors holding valid liens. Any excess will be distributed next to holders of allowed general unsecured claims. Some or all of the claims against Tripp are "Avoidance Actions" (which are claims arising under Chapter 5 of the Bankruptcy Code) and are not "Collateral" for any secured creditors. Thus, the Net Proceeds of these "Unencumbered Causes of Action" are property available for distribution to holders of allowed unsecured claims without first distributing those proceeds to holders of secured claims. * To fund the expenses of litigation and administration, and if available afterwards to fund an initial distribution to unsecured creditors with allowed claims, Top Tier's principals (Robert J. Santoro and Charles R. Wing, Jr.) will contribute an "Initial Bonus Payment" equal to approximately $245,347.53 (representing escrowed funds of 118,000.79 plus "Building Sale Proceeds" of $127,346.74). This Initial Bonus Payment is new money, that when contributed will not subject to any liens or security interests and is money that is only available to creditors under this Plan. Messrs. Santoro and Wing are not obligated to contribute the Bonus Payment if this Plan is not approved. * In addition to payment of claims from the proceeds of litigation, the Plan also provides for payment to Holders of Allowed General Unsecured Claims potentially of more than the amount they are owed. To the extent of litigation recoveries, the Plan provides for payment from those recoveries of an additional "Second Bonus Payment" of up to 20% of claims. Thus, creditors holding Allowed Unsecured Claims will receive, from net litigation recoveries and other funds in the trust, the amounts owed, plus, if available, an additional 20% bonus, resulting in the potential recovery to holders of allowed general unsecured claims of 120% of the amounts they are owed. * The Plan Proponents believe that confirmation of the Plan will not likely be followed by its liquidation or need for further rehabilitation, as Top Tier is liquidating. The funds necessary to pay the Initial Bonus Payment (from which all amounts required to be paid on the Effective Date will be paid) are held by Mr. Jeffred D. Sternklar in his IOLTA account and are available on the Effective Date. A copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/mab17-14107-236.pdf About Top Tier Site Development Corp. Top Tier Site Development, Corp. -- http://www.tt-sd.com/-- is a full-service contracting company in Lakeville, Massachusetts, with a focus on wireless communication, commercial and residential construction. Top Tier Site Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-14107) on Nov. 2, 2017. In the petition signed by Robert Santoro, its president, the Debtor disclosed $1.96 million in assets and $5.41 million in liabilities. Judge Joan N. Feeney presides over the case. James P. Ehrhard, Esq., of Ehrhard & Associates, P.C., is the Debtor's legal counsel. The Debtor hired Baker, Braverman & Barbadoro, P.C., as its special counsel and T.G. Mayer & Co., PC as its accountant. On Jan. 12, 2018, the U.S. Trustee for the District of Massachusetts appointed an official committee of unsecured creditors. The Committee retained Jeffrey D. Sternklar, LLC, as its legal counsel. TOYS R US: Reaches Comprehensive Intercompany Settlement Deal ------------------------------------------------------------- BankruptcyData.com reported that Toys "R" Us requested Court approval of a settlement agreement, dated December 11, 2018, amongst (i) the Debtors, (ii) Toys (Labuan) Holding Limited (the "Asia JV"), (iii) the TRU Non-Debtor Subsidiaries, (iv) the Ad Hoc Group of B-4 Lenders, (v) the Taj Holders Steering Group, and (vi) the Debtors' Official Committee of Unsecured Creditors (the "Intercompany Settlement Agreement"). The Debtors' motion states, "After more than a year of inter-silo disputes related to a multitude of issues, the Debtors, their key stakeholders, and the Official Committee of Unsecured Creditors (the 'Creditors' Committee') have reached a comprehensive agreement reflecting a balanced resolution of all issues, thereby paving the way for the conclusion of these cases. Among other things, the intercompany settlement agreement resolves all matters concerning licensing agreements between Toys (Labuan) Holding Limited (the 'Asia JV'), its subsidiaries, and Geoffrey, LLC ('Geoffrey'), source-code-ownership, private-label goods and trademarks, and all other intercompany issues (including professional-fee allocation). The Intercompany Settlement Agreement also establishes the framework of the various Debtors' go-forward business relationship -- and resolves significant ongoing disputes regarding that relationship -- as it addresses the provision of transition services to the Asia JV or its subsidiaries; the new licensing agreement between Geoffrey and the Asia JV and/or its subsidiaries; the private-label arrangements; and the ownership of the Source Code. Once this Court approves the Intercompany Settlement Agreement, the Debtors and the rest of the Settlement Parties will be able to allocate their resources toward resolving any remaining issues and expeditiously confirming and consummating the chapter 11 plans. All use of the Debtors' property contemplated by the Intercompany Settlement Agreement and any stipulations contemplated thereby is, in the Debtors' business judgment, appropriate given the circumstances." Key provisions of the Intercompany Settlement Agreement include: * Geoffrey will enter into new license agreements with the Asia JV and certain of its subsidiaries, as well as the French business. * The new license agreements will have a fixed 15-year term, subject to extension by the Asia JV after the 15-year term, and will have other amended terms as set forth in the Settlement Agreement. * The Asia JV and/or its subsidiaries will pay Geoffrey a 2% net royalty rate under the new licensing agreements. * The Asia JV will relinquish its rights to $26,279,192 it claims it is owed by Geoffrey under the Subsidy Agreement. * The Asia JV or its subsidiaries will pay $3,720,808 to Geoffrey on the effective date of the Plan. * The Asia JV and/or its subsidiaries will pay $6,000,000 to Toys 'R' Us - Delaware, Inc. ("Toys Delaware") on April 30, 2019. * The Taj Debtors will pay Toys Delaware $3 million in settlement of certain professional fee allocation disputes. * Toys Delaware will deliver the Source Code and Oracle Data to the Asia JV or its subsidiaries, which, following receipt of the Source Code and Oracle Data, will pay Toys Delaware $5 million, plus unpaid invoiced amounts under the ITASSA (which total approximately $7.6 million). * Toys Delaware will enter into a transition services agreement to provide existing IT services to the Asia JV or its subsidiaries, as well as transition and migration services set forth in the Settlement Agreement or appended Statement of Work, and the Asia JV or its subsidiaries will pay Toys Delaware a $1.5 million monthly fee payable as of December 1, 2018. * Geoffrey and the Asia JV will work in good faith to document their future private label relationship, including the Asia JV's ability to source private-label goods and use trademarks, based on certain agreed-upon principles set forth in the Settlement Agreement. * Funds of MAP 2005 Real Estate, LLC ("MAP 2005") will be used to resolve certain intercompany fee allocation disputes, including through payment to Toys Delaware of $1.25 million, as well as payment to the Taj Debtors of $1.25 million. * The Taj Debtors and Taj Noteholders will provide a $1.25 million payment to be contributed to TRU, Inc. as a fund for creditors of TRU Inc. (to be distributed in accordance with the Intercompany Settlement Agreement and Plan) (the "Taj Settlement Consideration"). * The Ad Hoc Group of B-4 Lenders and the Creditors' Committee will withdraw their objections to the Plan. * Each Debtor will mutually release each other Debtor of all intercompany claims and causes of action (except those explicitly reserved). * The Taj Debtors and the Asia JV and its direct and indirect subsidiaries will exchange mutual releases with the TRU Inc. Debtors, Toys Delaware Debtors, and Geoffrey Debtors. About Toys "R" Us Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the U.S. Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. TUNSTALL HOLDINGS: Bank Debt Trades at 3% Off --------------------------------------------- Tunstall Holdings Ltd. is a borrower traded in the secondary market at 97.17 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.35 percentage points from the previous week. Tunstall Holdings pays 500 basis points above LIBOR to borrow under the $90 million facility. The bank loan matures on October 15, 2020. Moody's and Standard & Poor's has no rating on the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. Tunstall Group Holdings Limited is a holding company operating through its subsidiaries that offer telecare and telehealth solutions. The company offers non-intrusive telecare sensors that work with lifeline home units to manage the risks to a person's health and home environment; and solutions for grouped housing schemes that enable communication and management of risks. The company was incorporated in 2005 and is based in Whitley, United Kingdom. Tunstall Group Holdings Limited operates as a subsidiary of Tgh Acquisitions Ltd. UNITED MEXICAN: Egan-Jones Lowers Senior Unsecured Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company, on December 6, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by the United Mexican States to BB- from BB. United Mexican States (Mexico) is a country between the U.S. and Central America that's known for its Pacific and Gulf of Mexico beaches and its diverse landscape of mountains, deserts, and jungles. Ancient ruins such as Teotihuacan and the Mayan city of Chichen Itza are scattered throughout the country, as are Spanish colonial-era towns. In capital Mexico City, upscale shops, renowned museums, and gourmet restaurants cater to modern life. US LBM: Bank Debt Trades at 4% Off ---------------------------------- Participations in a syndicated loan under which US LBM Holdings LLC is a borrower traded in the secondary market at 96 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.35 percentage points from the previous week. US LBM pays 375 basis points above LIBOR to borrow under the $848 million facility. The bank loan matures on August 20, 2022. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. VIASAT INC: Egan-Jones Lowers Sr. Unsecured Ratings to B- --------------------------------------------------------- Egan-Jones Ratings Company, on December 5, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Viasat Incorporated to B- from B. Viasat Incorporated is a communications company based in Carlsbad, California, with additional operations across the United States and worldwide. Viasat is a provider of high-speed satellite broadband services and secure networking systems covering military and commercial markets. VIP CINEMA: S&P Lowers ICR to B- on Weakened Operating Performance ------------------------------------------------------------------ S&P Global Ratings is lowering its issuer credit rating on VIP Cinema Holdings to 'B-' from 'B'. At the same time, S&P lowered its issue-level ratings on the company's senior secured first-lien debt to 'B' from 'B+' and on its senior secured second-lien debt to 'CCC' from 'CCC+'. S&P said, "The downgrade reflects VIP Cinema Holdings Inc.'s weakening operating performance over the past few quarters and our revised expectation for leverage sustained well above 5x, break even to modestly positive cash flow, and a potential financial covenant violation absent relief from its lenders. Our ratings assume the company will negotiate covenant relief on suitable terms. Sales and profits have declined significantly over the past several quarters due to lower demand for premium-seating conversion from VIP's key domestic customers. VIP has also lost market share with smaller movie exhibitors due to heightened competitive activity. The company's domestic premium seating business, which represents a significant portion of total profitability, could be further challenged by its customers' capital allocation decisions. We believe some of its top U.S. customers spent significant amounts to convert to premium seating over the past few years; however, are slowing the pace of conversion on remaining theaters. While we believe the company still has good opportunities for international expansion, growth prospects in the U.S. have probably declined since many theaters have now been converted to premium seating. "The negative outlook reflects the potential for a lower rating over the next few quarters if operating performance continues to weaken, resulting in further credit metric deterioration, an unsustainable capital structure, and an inability to alleviate its tight covenant cushion. We believe the company will likely require covenant relief or an equity cure in the next 12 months. We could lower the rating if the company is unable to negotiate an amendment on generally satisfactory terms, leading to inadequate covenant relief, reduced revolver availability, or very high interest costs that hinder a return to sufficient free cash flow generation and EBITDA interest coverage deteriorating to the mid-1x area. This could also occur if one or more of VIP's key customers reduces reseating orders more than expected. "We could revise the outlook to stable if the company sustains free cash flow at or above $10 million and sustains EBITDA interest coverage around 2x. This would also be predicated on the company negotiating an amendment resulting in double-digit forecasted covenant cushion. This could occur if the company continues to gain momentum in international markets and wins new business domestically with smaller exhibitors, while stemming recent losses with large domestic customers." VRAJ CENTURY: Case Summary & Unsecured Creditor ----------------------------------------------- Debtor: VRAJ Century Corp. dba Comfort Inn & Suites 2366 E. Cedar Street Rawlins, WY 82301 Business Description: VRAJ Century Corp. owns and operates a 65-unit motel in Rawlins, Wyoming currently valued at $4.20 million. Chapter 11 Petition Date: December 12, 2018 Court: United States Bankruptcy Court District of Wyoming (Cheyenne) Case No.: 18-20949 Debtor's Counsel: Ken McCartney, Esq. THE LAW OFFICES OF KEN MCCARTNEY, P.C. P.O. Box 1364 1401 Airport Parkway Ste. 200 Cheyenne, WY 82003 Tel: 307-635-0555 Fax: 307-635-0585 E-mail: bnkrpcyrep@aol.com Total Assets: $4,350,000 Total Liabilities: $5,515,739 The petition was signed by Piyush Patel, director. The Debtor lists Wells Fargo Bank, trustee, as its sole unsecured creditor holding a claim of $1,315,739. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/wyb18-20949.pdf WIDEOPENWEST FINANCE: Bank Debt Trades at 5% Off ------------------------------------------------ Participations in a syndicated loan under which WideOpenWest Finance LLC is a borrower traded in the secondary market at 94.56 cents-on-the-dollar during the week ended Friday, November 30, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.56 percentage points from the previous week. WideOpenWest Finance pays 325 basis points above LIBOR to borrow under the $2.049 billion facility. The bank loan matures on August 16, 2023. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, November 30. X-TREME BULLETS: Seeks to Hire Presnell Gage as Accountant ---------------------------------------------------------- X-Treme Bullets Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire an accountant. The Debtor proposes to employ Presnell Gage, PLLC, to prepare tax returns and to conduct an audit of the financial statements and supplemental schedules of the HMT 401(k) Plan for the fiscal year ending December 31, 2017 in connection with the annual reporting obligations of its affiliate Howell Munitions & Technology. Presnell will charge these flat fees for its services: (1) $15,000 to complete the federal and state income tax returns of HMT for the 2017 tax year; (2) $5,000 to complete amendments to income tax returns of HMT for the 2016 tax year; (3) $1,250 to complete the federal and state income tax returns of Components Exchange, LLC for the 2017 tax year; and (4) $9,000 to conduct the audit. Presnell is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Aaron L. Ranisate Presnell Gage, PLLC 609 S. Washington St., Suite 202 Moscow, ID 83843 Phone: (208) 882-2211 About X-Treme Bullets X-Treme Bullets, Inc., and its subsidiaries are in the business of manufacturing and selling small arms ammunition components, assembling ammunition, custom building ammunition manufacturing equipment, and repairing and refurbishing existing ammunition manufacturing equipment. They sell ammunition from company-owned brands, which they manufacture in-house, as well as ammunition from third-party brands, which they source as finished goods. They operate a production facility in Carson City, Nevada and operate four facilities in Idaho, including three production facilities and one distribution center. X-Treme Bullets and certain affiliates filed sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-50609) on June 8, 2018. In the petition signed by David Howell, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Bruce T. Beesley. The Debtor tapped Harris Law Practice LLC as counsel, and Winthrop Couchot Golubow Hollander, LLP, as co-counsel. J. Michael Issa of GlassRatner Advisory & Capital Group, LLC, serves as chief restructuring officer. On July 23, 2018, the U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the case. The Committee retained Goldstein & McClintock LLLP as its counsel. YOSI SAMRA: Jan. 10 Plan Confirmation Hearing --------------------------------------------- The Disclosure Statement explaining Yosi Samra, Inc.'s second amended chapter 11 plan of reorganization is approved as containing adequate information. The confirmation hearing will be held on Jan. 10, 2019 at 10:00 a.m. (EST), or as soon thereafter as counsel may be heard. Any objection to confirmation of the Plan must be filed with the Bankruptcy Court and served so as to be actually received on or before January 3, 2019, at 4:00 p.m. (EST). Under the Plan, Jacob Samra, the father of the Debtor's principal Yosi Samra, and junior Debtor-in-Possession lender, shall provide on the effective date a New Value Contribution in the form of cash payment of $500.00 for the benefit of unsecured creditors with allowed claims. The aggregate amount under the general unsecured claims is approximately at $3,722,000.00. Moreover, Class 1, which consists of the allowed secured Sallyport Claims is estimated to be at $5-10,000 by December 31, 2018. These claims shall be paid through Exit Financing Loans. Other secured claims are under Class 2, which consists of the allowed secured Jacob Samra Claims in the amount of approximately $616,000 whose holder of the claim will receive 100% of the equity interests, and; Class 3, which consists of the allowed secured Seko Claims estimated to be at $150,000 whose claimant shall receive 5% of the advance rate. The Exit Factoring Agreement generally defines "Advance Rate" as 85% of the gross face amount of each eligible account receivable purchased by Sallyport, and funded to the Debtor in advance of its due date. Further, Class 3a, which is the secured claim of OnDeck in the amount of $44,019.22 will be paid at 0% over 60 months with monthly payments of $733.65 beginning the effective date. A redlined version of the Amended Disclosure Statement, dated Nov. 28, 2018, is available at: http://bankrupt.com/misc/nysb17-12493-216.pdf About Yosi Samra Inc. Yosi Samra Inc. -- https://www.yosisamra.com/ -- sells designer brand footwear for women and kids famous for its fold-up ballet flats. Yosi Samra's runway-inspired styles have been featured in Vogue, InStyle and Glamour Magazines and spotted on some of fashion's most trend-setting celebrities, including Sarah Jessica Parker, Anne Hathaway, and Halle Berry. The Yosi Samra brand is available in more than 1,000 boutiques across the U.S. and in 85 other countries, including 15 brand shops in Asia and The Middle East. Yosi Samra Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-12493) on Sept. 5, 2017, disclosing $1.5 million in assets, and $6.28 million in liabilities as of Sept. 5, 2017. Larry Reines, its president, signed the petition. Ballon Stoll Bader & Nadler P.C., in New York, serves as counsel to the Debtor. Savvy Fare, LLC serves as the new accountant to the Debtor, replacing Danziger & Company, the Debtor's previous accountant. On Sept. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Sullivan & Worcester LLP is the Committee's legal counsel. ZACKY & SONS: Has Interim Approval to Use Cash Collateral --------------------------------------------------------- The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central District of California authorized Zacky and Sons Poultry, LLC, to use cash collateral to pay the expenses set forth in the Initial Interim Cash Collateral Budget in accordance with the Stipulation reached between Debtor and GemCap Lending I, LLC. Consistent with the Stipulation between GemCap and Debtor, the Debtor may use cash collateral to pay those items identified for the week of Nov. 17, 2018 in the Interim Cash Collateral Budget, with the exception of expenses in the category entitled "Utilities" and the incentive bonus portion of the line item entitled "Wages & Benefits" (an amount totaling approximately $350,000), none of which may be paid absent a further order of the Court. These approved expenses will be paid with the Debtor's funds collected post-petition either, at GemCap's option, directly by GemCap (from post-petition collected Debtor's funds held by GemCap) or by the Debtor with post-petition collected Debtor's funds turned over to the Debtor by GemCap. To the extent that the payment of any approved expenses should be made by the Debtor with funds turned over to the Debtor, the Debtor is authorized to make such payment from its existing pre-petition bank accounts at Wells Fargo Bank, N.A. The Debtor and GemCap will work cooperatively to achieve the most efficient and least disruptive manner for these approved expenses to be paid, including, in accordance with their pre-petition pattern and practice, Debtor will provide GemCap an itemized breakdown of the expenses to be funded consistent with the borrowing base certificates Debtor provided GemCap in support of pre-petition protective advances. GemCap will be allowed to continue to sweep and retain the Debtor's funds until further order of the Court, recognizing that the swept funds remain property of the Debtor and will not be used to pay any pre-petition debt owed to GemCap without further order of the Court. GemCap will retain the balance of the Debtor's funds in a segregated account pending further order of the Court. GemCap will not be permitted to pay down any of its pre-petition debt without further order of the Court. GemCap and Great Rock Capital Partners Management, LLC are granted Adequate Protection Liens with the same validity, priority and scope as their pre-petition liens. Robert D. Zacky and Lillian D. Zacky Trust U/D/T Dated July 26, 1988 and Zacky, Lillian Trustee (collectively, the "Zacky Trust") is granted the Adequate Protection Liens with the same validity, priority and scope as its pre-petition liens as subordinated by the subordination documents executed by the Zacky Trust. Associated Feed & Supply Co. is granted the Adequate Protection Liens with the same validity, priority and scope as its prepetition liens. A full-text copy of the Order is available at http://bankrupt.com/misc/cacb18-23361-52.pdf About Zacky and Sons Poultry Zacky & Sons Poultry, LLC -- http://zackyfarms.com-- is a grower, processor, distributor, and wholesaler of poultry products. It offers turkey and chicken products such as sausages, franks, and sliced meat. Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on Nov. 13, 2018. In the petition signed by Lillian Zacky, managing member, the Debtor estimated $50 million to $100 million in assets and liabilities. The Hon. Robert N. Kwan presides over the case. Ron Bender, Esq., at Levene Neale Bender Yoo & Brill L.L.P., serves as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC, as financial advisor; and LKP Global Law, LLP, as special employment and labor counsel. [*] Nine Lawyers Named to O'Melveny's 2019 Partner Class -------------------------------------------------------- Nine outstanding lawyers reflecting O'Melveny's global reach and broad capabilities have been named to the firm's 2019 partner class: Alicja Biskupska-Haas (New York), Hannah Chanoine (New York), Mia Gonzalez (New York), Susannah Howard (San Francisco), Dimitri Portnoi (Los Angeles), Daniel Suvor (Los Angeles), Vincent Zhou (Los Angeles), Ke Zhu (Hong Kong), and Joseph Zujkowski (New York). "Each of our new partners embodies the qualities and values we hold dear, including top-flight legal skill, unflagging dedication to clients, and a commitment to improving our communities," said Bradley J. Butwin, chair of O'Melveny. "We're particularly pleased that this year's class of nine partners again exemplifies O'Melveny's longstanding commitment to diversity and inclusion. We know we are stronger for it." Nearly 80 percent of O'Melveny's new partner class is women, people of color, or LGBT. For the fifth straight year, women make up more than 40 percent of the firm's new partnership class. And 2019 is the fourth consecutive year that over 50 percent of the incoming partnership class is diverse. Alicja Biskupska-Haas Biskupska-Haas advises managers of private equity funds, venture capital funds, and hedge funds on fund formation, operations, regulatory, general corporate, and portfolio company transaction matters. She also represents institutional investors, including major pension funds, in connection with investments in alternative asset classes, both domestically and internationally. In addition, she counsels clients on co-investment transactions and handles issues relating to the acquisition, disposition, and structuring of portfolio investments. Because she has experience representing both sponsors and investors, Biskupska-Haas helps her clients understand investment opportunities from all angles. She also advises clients on regulatory compliance matters arising in each stage of an investment cycle. Biskupska-Haas received her law degree magna cum laude from Benjamin Cardozo School of Law. She joined O'Melveny in 2011. Hannah Chanoine A tireless advocate for clients facing consumer class actions, Ms. Chanoine has a record of successfully defending companies in both trial and appellate courts. A significant portion of her practice involves defending and advising consumer packaged goods and consumer electronics companies in nationwide false advertising cases. She also counsels clients on strategies for mitigating class action litigation risk during product and label development. She began her career clerking for the Hon. Sonia Sotomayor on the Second Circuit Court of Appeals and then served as a trial attorney in the US Department of Justice, Civil Division. Ms. Chanoine serves as the co-chair of the Federal Bar Council's Inn of Court mentoring program, and on the board of the Pipeline to Practice Foundation, which is dedicated to enhancing diversity in the legal profession. Ms. Chanoine received her law degree from Columbia University School of Law, where she was twice named a James Kent Scholar. She is currently a member of the adjunct faculty at Columbia Law School. Ms. Chanoine joined O'Melveny in 2015. Mia Gonzalez A member of the firm's White Collar Defense and Corporate Investigations practice, Ms. Gonzalez specializes in representing financial institutions, public companies, boards of directors, audit committees, and individuals in internal investigations and investigations conducted by the Department of Justice, the New York Attorney General, the Securities and Exchange Commission, and various self-regulatory organizations. A well-rounded litigator, Ms. Gonzalez has also represented clients in significant securities and antitrust civil litigations. She maintains an active pro bono practice, representing a wide range of clients in both criminal and civil matters, and served as co-leader of the New York office's Summer Program for several years. Ms. Gonzalez earned her master's degree and law degree from Columbia University. She has been with O'Melveny since graduating from law school in 2008. Susannah Howard A powerhouse in the labor and employment arena, Ms. Howard focuses her practice on representing employers in discrimination, harassment, and pay equity matters -- issues of increasing concern to employers as the #MeToo era continues to reshape industries and the workplace becomes more fraught and scrutinized than ever. Ms. Howard also has extensive experience defending employers in the wage-and-hour space, having resolved such high-profile class actions for a growing roster of prominent clients. Ms. Howard attended the University of Toronto for both her undergraduate and law degrees, graduating from the Faculty of Law in 2007. Following law school, Ms. Howard clerked for the Hon. Louis LeBel of the Supreme Court of Canada. She joined O'Melveny in 2012. Dimitri Portnoi A seasoned advisor to clients in complex business and appellate litigation, Mr. Portnoi has expertise in a range of legal areas including international law, water and natural resources law, copyright and trademark law, securities, products liability and consumer class actions, and First and Fifth Amendment disputes. As a core member of O'Melveny's Water Industry Group, Mr. Portnoi uses his knowledge of water law and regulatory law to counsel clients on both litigation matters and transactions. With his strategic thinking and broad experience in complex trial and appellate matters, Mr. Portnoi consistently helps clients prevail in seemingly intractable disputes. Since joining the firm in 2011, Mr. Portnoi has maintained an extensive pro bono practice and emerged as a leading advocate for the LGBT community, earning him the firm's coveted Warren Christopher Values Award. Mr. Portnoi clerked for both the Hon. Margaret M. Morrow of the US District Court and the Hon. Judith W. Rogers of the US Court of Appeals after graduating magna cum laude from New York University School of Law in 2008. Daniel Suvor Previously Chief of Policy and Senior Counsel to California's then-Attorney General Kamala Harris, Mr. Suvor is a strategic advisor in high-stakes litigation, government investigations, and regulatory matters. He taps his experience supervising some of the most complex and high-profile state Attorneys General matters to counsel clients across a broad range of sectors and areas of law when they confront inquiries or litigation from state Attorneys General. Since joining the firm in 2017, Mr. Suvor has continued his longstanding record of civic involvement, including on issues and initiatives related to the Latino community. Mr. Suvor received his law degree from George Washington University Law School in 2008. Xin-Yi (Vincent) Zhou A former microchip engineer, Zhou is regularly in demand by the biggest names in Silicon Valley for his skill as an intellectual property and technology litigator and his grasp of highly technical subject matters. His practice focuses on patent and trade secret litigation involving computer chips, semiconductor fabrication, telecommunications, and mobile technologies. A fluent Mandarin speaker, Mr. Zhou frequently assists on matters involving Asian companies. Mr. Zhou received his undergraduate and master's degrees in engineering from Cornell and Stanford, respectively, and worked as an engineer in Silicon Valley for several years before earning his law degree from UCLA School of Law in 2007. He joined O'Melveny as an associate in 2007. Ke Zhu A linchpin of the firm's booming corporate practice in Asia, Zhu offers clients broad experience spanning IPOs, mergers and acquisitions, privatizations, financing, and private equity and venture capital investments. Through his relationships with leading investment banks, issuers, private equity and venture funds, and other institutional clients, and drawing on his well-honed deal-making skills, he has helped make O'Melveny a premier destination for Hong Kong IPOs, public mergers and acquisitions, and privatizations, particularly in the healthcare, education and technology, media, and telecom sectors. Mr. Zhu earned his Master of Law degree from Oxford University in 2007 and his Master of Laws from Columbia University in 2008. He joined O'Melveny in 2015. Joseph Zujkowski A vital member of the Bankruptcy & Restructuring Group, Zujkowski has played a leading role in major restructurings for some of the firm's biggest clients across a wide range of industries. His experience representing debtors and creditors in high-profile chapter 11 cases, out-of-court restructurings and complex financing transactions makes him a highly versatile advisor. It has also made him a thought leader in his field: he has served as an adjunct professor at Cardozo Law School and authored nearly 20 articles since joining O'Melveny. He is also an engaged member of both the firm and the greater community, devoting considerable time to pro bono work as part of the firm's relationship with Kids in Need of Defense (KIND). Mr. Zujkowski received his law degree from Boston University School of Law in 2007 and joined O'Melveny in 2013. [*] Paul, Weiss Announces Election of New Partners -------------------------------------------------- Paul, Weiss, Rifkind, Wharton & Garrison LLP on Dec. 7, 2018, disclosed that the following attorneys have been elected to the partnership, effective January 1, 2019: Justin Anderson, Robert Britton, David Carmona, Harris Fischman, Christopher D. Frey, Matthew B. Goldstein, Jeffrey J. Recher, Justin Rosenberg, Brian Scrivani, Conrad van Loggerenberg, Michael Vogel and Lindsey L. Wiersma. All are resident in the New York office except Mr. Anderson, resident in the Washington, D.C. office; Mr. Carmona, resident in the London office; and Mr. Frey, resident in the Tokyo office. "We welcome these extraordinarily talented lawyers to our partnership," said Brad S. Karp, chairman of the firm. "Each brings sharp legal skills, dedication to client service and deep experience in areas of the law that align with our firm's core strengths." Justin Anderson will be a partner in the litigation department, resident in Washington, D.C. A former federal prosecutor in Manhattan, Mr. Anderson is an experienced trial and appellate lawyer who focuses on white-collar matters, internal investigations, regulatory and enforcement proceedings and complex business litigation. Mr. Anderson previously clerked for the Honorable Sidney H. Stein of the U.S. District Court for the Southern District of New York and for the Honorable Jose A. Cabranes of the U.S. Court of Appeals for the Second Circuit. He earned his J.D. from Yale Law School and a B.A., Phi Beta Kappa, and M.A. from Johns Hopkins University. Robert Britton will be a partner in the bankruptcy & corporate reorganization department. Mr. Britton has played leading roles in a number of major restructurings, representing debtors, equity owners, creditor groups and distressed investors in acquisitions, out-of-court restructurings and chapter 11 cases. Mr. Britton earned a J.D., magna cum laude, from the University of Illinois College of Law, and an A.B., cum laude, from Augustana College. David Carmona will be a partner in the corporate department, resident in London. A member of the financing group, Mr. Carmona advises private equity and other clients on a range of leveraged finance transactions, including cross-border transactions. Mr. Carmona earned a J.D. and a Masters of Business Law from Pompeu Fabra University in Barcelona, and an LL.M. from the University of Chicago. He received a Fulbright Scholarship at the University of California, Berkeley. Harris Fischman will be a partner in the litigation department. Mr. Fischman focuses on white-collar matters, internal investigations, regulatory and enforcement proceedings and complex business litigation. He is a former federal prosecutor in Manhattan, where he was chief of the Violent and Organized Crime Unit and deputy chief of the Narcotics Unit. Mr. Fischman earned his J.D., cum laude, from Northwestern University School of Law and his B.A. from Emory University. Christopher D. Frey will be a partner in the litigation department, resident in Tokyo. Mr. Frey focuses on white-collar matters, regulatory investigations and enforcement proceedings, internal investigations and complex business litigation. Mr. Frey is a former federal prosecutor and served as an Associate Counsel in the White House Counsel's Office, working on the Obama Administration's responses to congressional investigations. Mr. Frey clerked for the Honorable Jerome B. Simandle of the U.S. District Court for the District of New Jersey. He earned his J.D. from Stanford Law School and his B.A., summa cum laude, Phi Beta Kappa, from Syracuse University. Matthew B. Goldstein will be a partner in the corporate department. A member of the private funds group, Mr. Goldstein focuses his practice on the formation and operation of a wide variety of private investment funds, and also advises on co-investments in M&A and other transactions. In 2014-2015, he served as Associate General Counsel at Garrison Investment Group. Mr. Goldstein earned his J.D. from Hofstra University and his B.A. from the University of Michigan. Jeffrey J. Recher will be a partner in the litigation department. Mr. Recher handles a broad range of complex civil litigations, including trials and arbitrations, for some of the firm's most significant clients, including high-stakes antitrust, investment and bankruptcy matters. Mr. Recher earned his J.D. from Cornell Law School, and his B.A., with honors, from Johns Hopkins University. Justin Rosenberg will be a partner in the corporate department. A member of the mergers & acquisitions group, Mr. Rosenberg has extensive experience in public and private company acquisitions, divestitures, cross-border transactions, private equity transactions, securities offerings and corporate governance matters. Mr. Rosenberg received his J.D., magna cum laude, from Northwestern University School of Law and his B.S., magna cum laude, from The Wharton School of the University of Pennsylvania. Brian Scrivani will be a partner in the corporate department. A member of the mergers & acquisitions group, Mr. Scrivani advises a diverse range of public and private clients on acquisitions, sales and divestitures, leveraged buyouts, mergers-of-equals and private equity transactions. He also advises boards and special committees on corporate governance and fiduciary matters. Mr. Scrivani earned his J.D., with distinction, from The University of Texas School of Law, and his B.A., with distinction, from the University of Virginia. Conrad van Loggerenberg will be a partner in the corporate department. A member of the private funds group, Mr. van Loggerenberg advises on the formation of a variety of private investment funds, as well as investment management M&A transactions and other funds-related matters. Mr. van Loggerenberg has experience in establishing customized private funds with respect to a range of U.S. and non-U.S. investors. He earned his B.Com. and LL.B. degrees from Nelson Mandela Metropolitan University and his LL.M. degree from Duke University School of Law. Michael Vogel will be a partner in the corporate department. A member of the mergers & acquisitions group, Mr. Vogel advises private equity and strategic clients on a range of complex transactional matters, including mergers and acquisitions, joint ventures, equity financing and other transactions, across a broad cross-section of industries. Mr. Vogel earned his J.D., with honors, from George Washington University Law School and his B.A., magna cum laude, from George Washington University. Lindsey L. Wiersma will be a partner in the corporate department. A member of the private funds group, Ms. Wiersma focuses on private equity fund formation and maintenance, arrangements among founders and partners of private equity firms, and regulatory issues, management company "upper tier" arrangements, investment management M&A transactions, seeding arrangements and secondary transactions. Ms. Wiersma received her J.D. from Duke University School of Law and her B.A., magna cum laude, from Wheaton College. About Paul, Weiss Paul, Weiss -- http://www.paulweiss.com/-- is a firm of 1,000 lawyers with diverse backgrounds, personalities, ideas and interests who provide innovative and effective solutions to our clients' most complex legal and business challenges. [^] BOOK REVIEW: Inside Investment Banking, Second Edition ---------------------------------------------------------- Author: Ernest Bloch Publisher: Beard Books Softcover: 440 Pages List Price: US$34.95 Order your personal copy at http://www.beardbooks.com/beardbooks/inside_investment_banking.html Even though Ernest Bloch states that "no last word may ever be written about the investment banking industry," he nonetheless has written a definitive book on the subject. Bloch wrote Inside Investment Banking after discovering that no textbook on the subject was available when he began teaching a course on investment banking. Bloch's book is like a textbook, though one not meant to be limited to classroom use. It's a complete, knowledgeable study of the structure and operations of the field of investment banking. With a long career in the field, including work at the Federal Reserve Bank of New York, Bloch has the background for writing the book. He sought the input of many of his friends and contacts in investment banking for material as well as for critical guidance to put together a text that would stand the test of time. While giving a nod to today's heightened interest in the innovative securities that receive the most attention in the popular media, Inside Investment Banking concentrates for the most part on the unchanging elements of the field. The book takes a subject that can appear mystifying to the average person and makes it understandable by concentrating on its central processes, institutional forms, and permanent aims. The author shows how all aspects of the complex and ever-changing field of investment banking, including its most misunderstood topic of innovative securities, leads to a "financial ecology" which benefits business organizations, individual investors in general, and the economy as a whole. "[T]he marketplace for innovative securities becomes, because of its imitators, a systematic mechanism for spreading risk and improving efficiency for market makers and investors," says Bloch. For example, Bloch takes the reader through investment banking's "market making" which continually adapts to changing economic circumstances to attract the interest of investors. In doing so, he covers the technical subject of arbitrage, the role of the venture capitalist, and the purpose of initial public offerings, among other matters. In addition to describing and explaining the abiding basics of the field, Bloch also takes up issues regarding policy (for example, full disclosure and government regulation) that have arisen from the changes in the field and its enhanced visibility with the public. In dealing with these issues, which are to a large degree social issues, and similar topics which inherently have no final resolution, Bloch deals indirectly with criticisms the field has come under in recent years. Bloch cites the familiar refrain "the more things change, the more they remain the same" and then shows how this applies to investment banking. With deregulation in the banking industry, globalization, mergers among leading investment firms, and the growing number of individuals researching and trading stocks on their own, there is the appearance of sweeping change in investment banking. However, as Inside Investment Banking shows, underlying these surface changes is the efficiency of the market. Anyone looking for an authoritative work covering in depth the fundamentals of the field while reflecting both the interest and concerns about this central field in the contemporary economy should look to Bloch's Inside Investment Banking. After time as an economist with the Federal Reserve Bank of New York, Bloch was a Professor of Finance at the Stern School of Business at New York University. ********* 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. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. 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 ***