/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190213.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 13, 2019, Vol. 23, No. 43 Headlines 444 EAST 13: Files Amended Chapter 11 Liquidation Plan 870 MIDDLE ISLAND: Case Summary & 20 Largest Unsecured Creditors 9 GREEN NOTE: Seeks to Hire Rattet PLLC as Legal Counsel 97 2ND: Court Dismisses Negligence Suit vs Law Firm 984-988 GREENE AVENUE: Voluntary Chapter 11 Case Summary AA PRODUCTIONS: To Pay CNB $499 Monthly at 6.5% Under Plan AGILE THERAPEUTICS: Twirla Meets Primary Endpoint in Wear Study ALL AMERICAN OIL: Creditor KCO Buying Substantially All Assets AMERIPRO AUTO: U.S. Trustee Unable to Appoint Committee ANIMIS FOUNDATION: Bares Buying 10-Acre Ocala Property for $250K ANIMIS FOUNDATION: Mazzurco Buying Ocala Property for $73K ANIMIS FOUNDATION: Seek Buying 13-Acre Ocala Property for $260K ANTONETTE'S OF EAST HILLS: March 11 Plan and Disclosures Hearing ARBORSCAPE INC: Unsecureds to Receive 71% of Allowed Claims ASCEND LEARNING: S&P Lowers ICR to 'B-' on Debt-Financed Dividend AVISON YOUNG: S&P Rates New US$325MM Senior Secured Term Loan 'B' AZURE LA PALMA: DOJ Watchdog Directed to Appoint PCO B SQUARE BURGER: Taps Behar, Gutt & Glazer as Legal Counsel BAUSERMAN SERVICE: March 13 Plan Outline Hearing Set BEARCAT ENERGY: Jeffrey Weinman Named Chapter 11 Trustee BEAUTY BRANDS: Absolute Buying Substantially All Assets BIG TOY: March 6 Hearing on Disclosure Statement BRENDA DIANA NESTOR: Bankruptcy Court Vacates Default Judgment BUCCANEER RESOURCES: C. Burton Suit vs MCCF Remanded to State Court BUILDING 1600: Seeks Interim Authorization to Use Cash Collateral BUILTRITE BUILDERS: Case Summary & 20 Largest Unsecured Creditors C & B REHAB: Has Until April 19 to File Plan, Disclosure Statement CBL & ASSOCIATES: S&P Lowers ICR to 'BB-', Outlook Negative CELADON GROUP: Delays Filing of Dec. 31 Quarterly Report CHARLOTTE RUSSE: Feb. 13 Meeting Set to Form Creditors' Panel CHESAPEAKE ENERGY: BlackRock Has 11.1% Stake as of Jan. 31 CHESAPEAKE ENERGY: CP VI Eagle Has 10.6% Stake as of Feb. 1 CHESAPEAKE ENERGY: NGP Energy Has 19.4% Stake as of Feb. 1 CHESAPEAKE ENERGY: S&P Raises ICR to 'B+', Outlook Stable CHESAPEAKE ENERGY: Vanguard Group Has 8.8% Stake as of Dec. 31 CHESTNUT FIRM: March 12 Plan Confirmation Hearing CHICAGO SURGICAL: May Use Cash Collateral Through Plan Confirmation CIP INVESTMENT: Wichita Thorn Buying Wichita Property for $15M CLAYTON LOGOMASINI: $325K Sale of Weldon Springs Property Approved CMS FLORAL: March 7 Plan Confirmation Hearing COCRYSTAL PHARMA: LSP Advisory Has 6.3% Stake as of Dec. 31 COLLISION EXPRESS: Files Chapter 11 Plan of Liquidation COLORADO GOLDFIELDS: John Smiley Named Ch. 11 Trustee COMPLETION INDUSTRIAL: $115K Private Sale of 7.5-Acre Parcel Okayed CON-NIC APARTMENTS: Cash Collateral Use Continued Through March 29 CONFLUENCE ENERGY: Seeks Continued Access to Cash Until June 30 CORRIDOR MEDICAL: PCO Files 1st Report CROSSROAD FAMILY: Eden 9 Buying Green Township Property for $3M CRUISING GUIDE: Seeks Authorization to Use Cash Collateral CS360 TOWERS: April 10 Plan Confirmation Hearing CUKER INTERACTIVE: HLF WIns Bid for Summary Judgment vs A. Atalla CUSTOM AIR DESIGN: Allowed to Use Cash Collateral on Interim Basis DESERT LAND: Sher Creditors Object to 2nd Amended Plan Outline DISCOVERORG LLC: Moody's Assigns B3 CFR, Outlook Stable DITECH HOLDING: Case Summary & 40 Largest Unsecured Creditors DITECH HOLDING: Has $1.9 Billion of DIP Financing While in Ch. 11 DITECH HOLDING: Moody's Cuts Corp. Family Rating to Ca DOMINO ONE: Seeks to Hire Valuation Source as Appraiser E & J MACON: Modifies Treatment of Admin, D. Bonifacio Claims E & J MACON: Seeks Court Approval of 2nd Amended Plan Outline EDWARD M. YAMBO: Caremed Primary Buying Assets for $250K EDWARD M. YAMBO: Proposes $250K Private Sale of Assets to Caremed FCH MCKINNEY: Seeks Interim Authority to Use Cash Collateral FLORIDA COSMETOGYNECOLOGY: March 21 Plan Confirmation Hearing FLOYD E. SQUIRES: Examiner's $190K Sale of Eureka Property Approved FLOYD E. SQUIRES: Examiner's $195K Sale of Eureka Property Approved GARDEN OAKS: April 9 Confirmation Hearing of Committee-Filed Plan GARDEN OAKS: Provision Regarding Management Added in Latest Plan GARY ENGLISH: Barefoot Buying Lake County Property for $50K GEORGE BAVELIS: Findings in Suit vs T. Doukas Adopted in Part GINGER SPOKANE: U.S. Trustee Unable to Appoint Committee GREATER LEWISTOWN: MSCI Objects to Disclosure Statement HOOK LINE: New Plan Proposes 2 Options for Unsecured Creditors JAMES GARRISON: Wilder Buying Utility Refrigerated Trailer for $7K JULIAN DEPOT: Wells Fargo to Get $13.3MM Payment Under Plan KADMON HOLDINGS: Appoints New Chief Financial Officer KMC TRUCKING: March 15 Plan Confirmation Hearing KW1 LLC: Seeks Permission to Use Creditors Cash Collateral LBI MEDIA: Plan Confirmation Hearing Set for March 25 LEMEN INC: Plan Confirmation Hearing Scheduled for March 7 LEWIS FAMILY: Seeks to Hire Tripp Scott as Special Counsel LUCID ENERGY: S&P Cuts CCR to 'B', Outlook Stable MAIN EVENT: Moody's Assigns B3 CFR & Rates $225 Secured Loans B3 MATCH GROUP: Moody's Rates $300MM Sr. Unsec. Notes Due 2029 'Ba3' MEADOW WOOD: Noteholder Seeks to Prohibit Further Use of Rents MIAMI VALLEY: Gets Final Nod to Use Next Ventures Cash Collateral MINOTAUR ACQUISITION: S&P Assigns 'B-' ICR After Leveraged Buyout MLW LLC: Seeks to Hire Pavlik Realty as Realtor MULTIFLORA GREENHOUSES: Ch. 11 Case Converted to Ch. 7 N&B MGMT: Trustee's $35K Sale of Swissvale Borough Property Okayed N&B MGMT: Trustee's $40K Sale of Swissvale Borough Property Okayed NASSAU JOHN: Feb. 26 Plan Confirmation Hearing NELSON INC: Cadles Seeks Ch. 11 Trustee Appointment NEOVASC INC: Pierangeli Clinic Peforms First Reducer Implant NEW BEGINNING: Amends Plan to Correct Case Caption, Number NEW CENTURY: Summary Judgment in Favor of MERS, et al., Upheld NEW ENGLAND MOTOR: Case Summary & 30 Largest Unsecured Creditors NEW ENGLAND MOTOR: Files for Chapter 11 to Wind Down NEW ENGLAND MOTOR: Two Entities to Be Sold as Going Concern NOON MEDITERRANEAN: $50K Sale of Philly Location to NAYA Approved NORTH AMERICA: Unsecured Creditors to Get $1MM Over 6 Years NORTHEAST BROOKLYN: Voluntary Chapter 11 Case Summary OAK RIVER ASSET: Court Rejects Objections to AHA, et al.'s Claims OAKLAND PARK: DOJ Watchdog Seeks Dismissal, Trustee Appointment ONE HUNDRED: Files Financial Data for Year Ended Dec. 31 OREXIGEN THERAPEUTICS: Dispute with MCI Withdrawn from Mediation OSHKOSH CORP: Moody's Alters Outlook on Ba1 CFR to Positive OXFORD ASSOCIATES: Porteous Buying Yonkers Property for $155K PARK MONROE HOUSING: Voluntary Chapter 11 Case Summary PATRIOT PEST: U.S. Trustee Unable to Appoint Committee PAYLESS INC: Said to Be Preparing for Chapter 22 Filing PEPPERELL MILLS: Seeks Access to Cash for February 2019 Expenses PHOENIX INTERFACE: Seeks Authorization to Use Cash Collateral PHUONG NAM: Seeks to Hire Orville & McDonald as Legal Counsel POSTROCK ENERGY: CEO Bid to Dismiss Trustee Clawback Suit Tossed POSTROCK ENERGY: Ct. Nixes CFO Bid to Dismiss Trustee Clawback Suit POSTROCK ENERGY: Insider's Bid to Junk Trustee Clawback Suit Nixed POSTROCK ENERGY: Officer's Bid to Toss Trustee Clawback Suit Junked PRIMARY PROVIDERS: Seeks Interim Access to Cash Until March 31 PUERTO RICO: Dismissal of Bondholders' Stipulation Claim Upheld QUINCY MEDIA: Moody's Rates New $85MM Term Loan A 'B2' REGENCY PARK: R. Singh Files 2nd Modification to 2nd Amended Plan RESOLUTE ENERGY: Merger Consideration Election Deadline is Feb. 22 RK & GROUP: U.S. Trustee Unable to Appoint Committee ROSEGARDEN HEALTH: Trustee May Use Cash Collateral Until March 2 SALSGIVER COMMUNICATIONS: West Penn Objects to Disclosure Statement SALSGIVER TELECOM: PECO Objects to Disclosure Statement SAM KANE: Wants to Continue Using Estate Property, Cash Collateral SEADRILL LIMITED: Bank Debt Trades at 20% Off SENIOR CARE: Second Interim Cash Collateral Order Entered SHEPPARD AND SON: Fields Buying Cordele Property for $15K SHILOH MISSIONARY: Cash Collateral Use Continued Until March 15 SMG HOLDINGS: S&P Alters Outlook to Stable After Merger News SPECTRUM BRANDS: S&P Affirms 'B+' Issuer Credit Rating ST. JOSEPH ENERGY: Moody's Affirms Ba3 on $449MM in Secured Loans STONEMOR PARTNERS: Moody's Lowers CFR to Caa2, Outlook Negative TAPMASTERS CHELSEA: Feb. 26 Plan Confirmation Hearing TERRAFORM POWER: Fitch Affirms BB- IDR, Outlook Stable TERRANCE J. MCCLINCH: Selling East Boothbay Properties for $950K THINGS REMEMBERED: David Crapo Appointed as CPO TOWN STAR: Seeks Authority on Interim Cash Collateral Use TRANS WORLD SERVICES: Discloses Filing of Objection to HMAI Claim TRIUMPH ENERGY: U.S. Trustee Unable to Appoint Committee TRUE SECURITY: Unsecured Creditors to Get 1% of Gross Revenues TSC/MAYFIELD ROAD: Merritt Lending Atty to Get $150K from Proceeds TSS ATLANTA: U.S. Trustee Unable to Appoint Committee U & J CAFE: Feb. 28 Plan Confirmation Hearing U REST: Authority to Use Cash Collateral Extended Until March 24 UNIVAR INC: S&P Hikes ICR to 'BB' on Improvement in Credit Metrics WEST VILLAGE: U.S. Trustee Unable to Appoint Committee WESTERN COMMUNICATIONS: Feb. 26 Final Cash Collateral Hearing WESTERN COMMUNICATIONS: Gets OK on Interim Use of Cash Collateral ********* 444 EAST 13: Files Amended Chapter 11 Liquidation Plan ------------------------------------------------------ 444 East 13 LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement in support of its amended plan of liquidation dated Jan. 25, 2019. The Plan provides for a sale of the New York Property pursuant to bidding procedures. Currently, the Debtor has entered into a "stalking horse" contract with Alex Gontor in the amount of $8,200,000. The Stalking Horse Contract provides for Alex Gontor to act as the Stalking Horse and pay $8,200,000 in cash for the Property. Under the Bid Procedures, which have been approved by the Bankruptcy Court, the Debtor will market the Property and solicit "higher or better" offers. The Debtor believes that the Property has been thoroughly marketed prior to the Petition Date and during the course of the Debtor's chapter 11 case, so the Debtor does not requires the assistance of a real estate broker. In the event a higher or better offer is obtained, the Property will be auctioned pursuant to the Bid Procedures and sold to the person or entity making the highest or best offer for the Property at the auction and the Sale Proceeds will be distributed to creditors pursuant to the Plan. Holders of Allowed Unsecured Claims in Class 4 will receive their pro-rata share of the remaining Sale Proceeds, if any, remaining after (i) payment in full of the Allowed Claims in Classes 1 through 3 and payment in full of Allowed Administrative Claims, Allowed Administrative Tax Claims, Allowed Professional Fee Claims, and Allowed Priority Tax Claims in full in Cash on the Effective Date, otherwise, any Interests in the Debtor will be extinguished. The Plan will be implemented by the sale of the Property pursuant to the Bid Procedures. If the Property is not sold pursuant to the Bid Procedures, then the Plan will be implemented by the sale of the Property pursuant to the Stalking Horse Contract. A copy of the Amended Disclosure Statement is available at https://is.gd/EHdB3r from Pacermonitor.com at no charge. A copy of the original Chapter 11 Plan is available at https://tinyurl.com/y3p5shg3 from Pacermonitor.com at no charge. About 444 East 13 LLC 444 East 13 LLC owns and operates a residential apartment building located at 444 East 13th Street in the east village neighborhood of Manhattan, New York. The property is valued at $11 million. E. 9th St. Holdings owns and operates a residential apartment building located at 332 East 9th Street in the east village neighborhood of Manhattan, New York, valued at $8.82 million. Meanwhile, E. 10th St. Holdings owns and operates a residential apartment building located at 251 East 10th Street in the east village neighborhood of Manhattan, New York, which is valued at $7.5 million. The properties are encumbered by mortgages to 444 Lender LLC and E. Village Lender LLC (assigned to Metropolitan Commercial Bank). E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23141 to 17-23143) on July 21, 2017. David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager signed the petitions. At the time of the filing, E. 9th St. Holdings disclosed $8,850,000 in total assets and $6,020,000 in total liabilities. E. 10th St. Holdings listed $7,590,000 in total assets and $3,980,000 in total liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets and $8,980,000 in total debt. Judge Robert D. Drain presides over the cases. Robinson Brog Leinwand Greene Genovese & Gluck, P.C., is the Debtors' bankruptcy counsel. Sheldon Lobel PC, is the special zoning counsel. On Nov. 17, 2017, E. 9th St. filed its proposed Chapter 11 plan of liquidation and disclosure statement. 870 MIDDLE ISLAND: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- 870 Middle Island Produce Corp. 19-71008 868 Middle Country Road Middle Island, NY 11953 379 Horseblock Produce Corp. 19-71009 379 Horseblock Road Farmingville, NY 11738 Business Description: 870 Middle Island Produce Corp. operates a supermarket at 868 Middle Country Road, Middle Island, New York. 379 Horseblock Produce Corp. operates a supermarket at 379 Horseblock Road, Farmingville, New York. Chapter 11 Petition Date: February 11, 2019 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judges: Hon. Alan S. Trust (19-71008) Hon. Robert E. Grossman (19-71009) Debtors' Counsel: Marc A. Pergament, Esq. WEINBERG GROSS & PERGAMENT LLP 400 Garden City Plaza Garden City, NY 11530 Tel: (516) 877-2424 Email: mpergament@wgplaw.com 870 Middle Island's Estimated Assets: $0 to $50,000 870 Middle Island's Estimated Liabilities: $1 million to $10 million 379 Horseblock's Estimated Assets: $0 to $50,000 379 Horseblock's Estimated Liabilities: $1 million to $10 million The petitions were signed by David Corona, president. The full-text copies of the petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb19-71008.pdf http://bankrupt.com/misc/nyeb19-71009.pdf 9 GREEN NOTE: Seeks to Hire Rattet PLLC as Legal Counsel -------------------------------------------------------- 9 Green Note Inc. filed an amended application with the U.S. Bankruptcy Court for the Eastern District of New York to hire Rattet PLLC as its legal counsel. In its amended application, the Debtor disclosed that it paid the law firm a pre-bankruptcy retainer in the amount of $6,100. Its principal, George Powell, has agreed to fund the balance of the requested retainer in the amount of $5,000 from his own personal funds. The firm can be reached through: Robert L. Rattet, Esq. Rattet PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Phone: (914) 381-7400 About 9 Green Note 9 Green Note Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 19-40356) on Jan. 21,2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Elizabeth S. Stong. Rattet PLLC is the Debtor's counsel. 97 2ND: Court Dismisses Negligence Suit vs Law Firm --------------------------------------------------- Judge Arlene P. Bluth granted the Defendant's motion and dismissed the case captioned 97 2ND LLC, A NEW YORK LIMITED LIABILITY COMPANY, Plaintiff, v. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, Defendant, Docket No. 154593/2018, Motion Seq. No. 001 (N.Y. Sup.). The action arises out of an ownership dispute over plaintiff, a company that used to own property located at 97 Second Avenue in Manhattan. Initially, plaintiff's sole member was Raphael Toledano. The complaint alleges that Toledano received financing in April 2015 from Lefko Funding LLC for another one of his businesses ("West 16") and that these funds were secured by Toledano's membership interest in plaintiff. In other words, Toledano's interest in plaintiff was collateral for Lefko's loan. In April 2017, West 16 defaulted and Lefko conducted an auction sale of Toledano's membership interest in plaintiff. Lefko successfully acquired Toledano's interest at the sale and assigned the bid to another entity ("22 Columbus"). After other transactions, 22 Columbus eventually appointed Michael K. Shah as sole manager of plaintiff on June 20, 2017. In August 2017, defendant (a law firm) filed a Chapter 11 bankruptcy petition at Toledano's direction on behalf of plaintiff. Plaintiff (controlled by Shah in this action) claims that it never gave defendant permission to file the claim or appear on its behalf in bankruptcy court. Plaintiff contends that its sole member, at the time of the filing of the bankruptcy petition, was 22 Columbus and 22 Columbus never retained defendant. Plaintiff contends that defendant knew that it did not have authority to bring the bankruptcy case and brought the case anyway. The bankruptcy case was later dismissed after Shah intervened and filed a motion to dismiss. Plaintiff brings causes of action based on Judiciary Law section 487, malicious prosecution, professional negligence, malpractice, conversion and identity theft as well as slander of title based on the bankruptcy case. Defendant characterizes this case as an attempt by Shah to recover legal fees from defendant based on the bankruptcy case. Defendant also disputes many of the facts in the complaint and contends that Toledano obtained a $2 million personal loan from Lefkowitz (owner of Lefko) secured by a Toledano's membership interest in plaintiff. Defendant claims that the auction sale was not performed in accordance with the Uniform Commercial Code and stresses that no one showed up at the sale except for Lefkowitz who simply declared himself the owner of plaintiff. The Court holds that the allegations in the complaint detail a dispute between Toledano and Shah; they do not claim that defendant law firm did anything other than bring the case on Toledano's behalf. And the documentary evidence supplied by defendant -- the bankruptcy filings and the June 19 letter agreement -- make clear that there was a basis to bring the bankruptcy petition. Defendant did not make up facts or invent a dispute. Even the bankruptcy judge noted that the June 19 letter agreement had caused Shah problems. Although Shah successfully defeated Toledano in bankruptcy court, that does not mean that Shah can go after defendant. Plaintiff cannot successfully allege the causes of action in its complaint simply because it won in bankruptcy court and defendant was the lawyer for the loser. Plaintiff is unhappy with having to spend money to dismiss the bankruptcy petition. But sometimes that is the cost of doing business. Bringing a case that is later dismissed does not automatically form the basis of a malicious act by an attorney for the losing party. Thus, the motion to dismiss by defendant is granted and the complaint is dismissed in its entirety, with costs and disbursements to defendant as taxed by the Clerk of the Court. A copy of the Court's Decision and Order dated Jan. 4, 2019 is available at https://bit.ly/2HXfCDz from Leagle.com. About 97 2nd LLC 97 2nd LLC claims to be the rightful owner of the real property located at 97 2nd Avenue, New York, which is improved by a residential apartment building occupied by nine residential tenants and one commercial tenant. The Debtor said that in recent weeks, the property has been improperly commandeered by entities controlled by a certain Michael Shah, necessitating the filing of the Chapter 11 case. More particularly, Mr. Shah's involvement began when his company, DS 97 2nd Avenue Note Purchaser LLC, initially acquired the underlying mortgage debt originally held by Signature Bank in the total amount of $9.5 million earlier this year. Mr. Shah's acquisition of the mortgages was effectuated pursuant to a certain Assignment of Mortgage dated April 17, 2017. The current principal balance due under the mortgages is approximately $9,164,699 as of July 11, 2017. The Debtor intends to seek buyers for the property so it can effectuate an immediate sale under a plan of reorganization. The Debtor's primary assets consist of its legal equitable interest in the property valued at $15.1 million. Pending the anticipated recapture of the property, the Debtor has no immediate income or expenses but intends to file a budget once the property is returned to its estate. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-74756) on August 3, 2017. Tim Ziss, restructuring manager, signed the petition. Judge Robert E. Grossman presides over the case. At the time of the filing, the Debtor disclosed $15.1 million in assets and $9.88 million in liabilities. 984-988 GREENE AVENUE: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: 984-988 Greene Avenue Housing Development Fund Corporation 132 Ralph Avenue Brooklyn, NY 11233 Business Description: 984-988 Greene Avenue Housing Development Fund is a not-for-profit corporation whose tangible assets are properties located at 984-988 Greene Avenue, Brooklyn, New York 11221. Its assets are used consistent with its charitable purposes of providing affordable housing units for families of low income in the central sections of Brooklyn, New York. Chapter 11 Petition Date: February 11, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-40823 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Allen G. Kadish, Esq. ARCHER & GREINER, P.C. 630 Third Avenue, 7th Floor New York, NY 10017 Tel: 212-682-4940 Fax: 212-682-4942 E-mail: akadish@archerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffrey E. Dunston, president and chief executive officer. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb19-40823.pdf AA PRODUCTIONS: To Pay CNB $499 Monthly at 6.5% Under Plan ---------------------------------------------------------- AA Productions, LLC, filed a small business amended and restated plan of reorganization dated Jan. 25, 2019. Class 1 under the plan consists Citizens National Bank, NA's over secured claim. The secured claim is in the allowed amount of $25,511.46, to be paid with interest on the claim's unpaid principal balance at the rate of 6.5% per annum from and after the Petition Date, until paid; payable in 60 consecutive monthly installments of $499.16 each, commencing on the 5th Day of the first month following the Plan's Effective Date, continuing monthly thereafter with one final installment, the 60th monthly payment due under the plan, consisting of the full amount of the unpaid principal balance, all accrued interest, costs and reasonable attorney's fees remaining due and payable. Citizens National Bank, NA will retain its lien on its collateral, immovable property in Desoto Parish Louisiana. The previous version of the plan provided that Citizens will be paid with interest on the claim's unpaid principal balance at the rate of 5% per annum from and after the Plan's Effective Date, until paid; payable in 60 consecutive monthly installments of $481.43 each, commencing on the 5th Day of the first month following the Plan's Effective Date, continuing monthly thereafter with one final installment, the 60th monthly payment due under the plan. The Reorganized Debtor, a single member LLC, will retain all of its property and continue its business operations under the control and management of its single member, Terri Mathews. She will retain her 100% interest in the Debtor. The Plan will be implemented by the restructuring of the Debtor's secured and unsecured debt that will reduce the amount required for monthly debt service. Operational and administrative expenses and the restructured debt service will be paid from the Reorganized Debtor’s business operations, and, if necessary, cash infusions from Terri Mathews. A copy of the Amended and Restated Plan is available at https://is.gd/WSaqTd from Pacermonitor.com at no charge. About AA Productions AA Productions, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-11001) on June 29, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Jeffrey P. Norman presides over the case. The Debtor tapped Ayers, Shelton, Williams, Benson & Paine, LLC as its legal counsel. AGILE THERAPEUTICS: Twirla Meets Primary Endpoint in Wear Study --------------------------------------------------------------- Agile Therapeutics, Inc., announced topline results from a comparative wear study testing the adhesion of Twirla compared to that of Xulane, the generic version of the previously marketed Ortho Evra contraceptive patch, a product the U.S. Food and Drug Administration considers to have acceptable adhesion. In the study, Twirla met its primary endpoint and demonstrated non-inferior adhesion to Xulane. The Company conducted the comparative wear study as part of its plan to implement the recommendations of the FDA's Office of New Drugs that were delivered to the Company in OND's formal dispute resolution decision letter. OND recommended that the Company complete a comparative wear study as part of a potential path forward for seeking regulatory approval of the Twirla NDA. The comparative wear study design follows the 2018 ANDA Guidance for Assessment of Adhesion entitled Assessing Adhesion With Transdermal and Topical Delivery Systems for ANDAs. The study was a randomized, open-label, crossover adhesion study in healthy women aged 18 to 35 years with a Body Mass Index of less than 35 kg/m2. Subjects were randomized to wear either Twirla or Xulane for the first week and then switched to the patch not initially worn for the second week. Eighty-three subjects were randomized; 79 subjects completed the study, and 77 subjects were included in the Per Protocol population used in the primary analysis. Investigators assessed patch adhesion for each day of wear and assigned the patch a daily score ranging from 0 (essentially no patch lift off skin) to 4 (complete patch detachment). The primary endpoint for the study was the mean difference in adhesion scores between Twirla and Xulane. As agreed upon at the December 2018 Type A meeting with the FDA's Division of Bone, Reproductive, and Urologic Products, Twirla was to be considered statistically non-inferior to Xulane if the upper 95% confidence limit of the mean difference was less than +0.15. The study met this non-inferiority criterion by demonstrating a mean difference of -0.25 and upper 95% confidence limit of -0.16. No Complete detachments of Twirla or Xulance occurred during the trial. The final study report, when complete, will contain additional analyses pertaining to secondary endpoints and safety data. "We believe that the topline data from our comparative wear study provide important insights into the adhesion performance of Twirla that we can share with the FDA to support that Twirla demonstrates adequate in vivo adhesion. While the results from the study will need to be reviewed by the FDA as part of our planned NDA resubmission, we are very pleased with the results," said Dr. Elizabeth Garner, senior vice-president and chief medical officer of Agile. "We greatly appreciate the hard work and dedication from our clinical team and wish to thank the research professionals and staff at TKL Research, and most importantly, the women who participated in the trial." The Company plans to include the results of the comparative wear study along with additional information relating to the manufacture of Twirla in its response to the Complete Response Letter it received in December 2017. The FDA has previously informed the Company that in connection with its review of the Twirla NDA, the FDA plans to bring the safety and efficacy of Twirla to an Advisory Committee. The Company also expects that the FDA will conduct a pre-approval inspection of the Company’s third-party manufacturer's facility, which must be successfully completed prior to approval. "We believe that the topline results from the comparative wear study enable us to respond to the in vivo adhesion questions raised by the FDA in the December 2017 CRL and in subsequent communications," said Al Altomari, chairman and chief executive officer of Agile. Mr. Altomari continued, "We are now focused on completing our plan to resubmit our Twirla NDA in the first half of 2019, which we believe will position us to receive a PDUFA date before the end of the year." About Agile Therapeutics Agile Therapeutics, headquartered in Princeton, New Jersey -- http://www.agiletherapeutics.com/-- is a forward-thinking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its lead product candidate, Twirla, (ethinyl estradiol and levonorgestrel transdermal system), also known as AG200-15, is a once-weekly prescription contraceptive patch that has completed Phase 3 trials. Twirla is based on Agile's proprietary transdermal patch technology, called Skinfusion, which is designed to provide advantages over currently available patches and is intended to optimize patch adhesion and patient wearability. The report from the Company's independent accounting firm Ernst & Young LLP, the Company's auditor since 2010, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations, has experienced delays in the approval of its product candidate and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Agile reported a net loss of $28.30 million in 2017, a net loss of $28.74 million in 2016 and a net loss of $30.33 million in 2015. As of Sept. 30, 2018, Agile Therapeutics had $31.59 million in total assets, $8.41 million in total current liabilities and $23.18 million in total stockholders' equity. ALL AMERICAN OIL: Creditor KCO Buying Substantially All Assets -------------------------------------------------------------- All American Oil & Gas, Inc., Kern River Holdings, Inc., and Western Power & Steam, Inc., ask the U.S. Bankruptcy Court for the Western District of Texas to authorize the private sale of substantially all assets to Kern Cal Oil 7, LLC ("KCO") for (i) a credit bid of KCO's debt (and waiver of any deficiency claim), (ii) assumption of liabilities (including substantially all scheduled trade claims), and (iii) other consideration. A hearing on the Motion is set for Feb. 21, 2019 at 9:30 a.m. Objections, if any, must be filed within 24 days from the date the Motion was served. When the Debtors entered into these proceedings, they initially were optimistic that they could justify an enterprise value in excess of the debt owed to their primary secured creditor, KCO, and generate sufficient cash flow to support their business and reorganize. Unfortunately, the price of oil, which had started declining prior to the Nov. 12, 2018 Petition Date, fell precipitously in the weeks that followed, causing substantial instability in the global oil market. As a result, their ability to reorganize as originally planned was severely compromised. After several weeks of difficult and contentious negotiations, the Debtors ultimately reached a settlement with KCO that will resolve numerous complex and heavily disputed issues and provide significant value to the estates, creditors and equity holders that would not exist in the absence of the settlement, particularly if KCO's claims succeeded. Under the terms of the settlement, the Debtors will sell their assets to KCO free and clear of all liens, claims, interests and other encumbrances in exchange for (i) a credit bid of KCO's debt (and waiver of any deficiency claim), (ii) assumption of liabilities (including substantially all scheduled trade claims), and (iii) other consideration, including an overriding royalty interest that may provide up to $5 million in additional funds for distribution to creditors and equity holders. In addition, as a result of the transaction, the Debtors' business will continue operating as a going concern, allowed claims of substantially all trade creditors and mineral interest holders will be paid in full, numerous leases and executory contracts will be assumed, and many employees, particularly those at the operating subsidiaries, KRH and WPS, will retain their jobs. Finally, the Debtors and KCO have agreed to release their respective claims against each other and certain officers, directors and employees, and to settle their ongoing disputes and litigation, eliminating substantial costs, delay and indemnification claims. In all, the proposed settlement and sale are in the best interests of the Debtors' bankruptcy estates, are the product of arms'-length negotiations, and provide a quicker distribution to creditors, at a lower risk, and with significantly less administrative expenses. For these reasons and others, the Court should approve the settlement and related sale transaction. The material terms of the Sale/Settlement Transaction are: a. Private Sale: The Debtors will sell the Acquired Assets to (i) KCO, (ii) its affiliated designee, or (iii) a newly-created entity controlled by KCO , in a private sale. b. Asset Purchase Agreement: The Sale/Settlement Transaction will be effectuated pursuant to an asset purchase agreement upon terms consistent with the Term Sheet and otherwise mutually acceptable to the Debtors and KCO. The costs of the transfer of assets pursuant to the Sale/Settlement Transaction, and the release of any liens held by the Buyer or its affiliates will be paid for by the Buyer. c. KCO will have the right under the APA to specify contracts and leases to be assumed and assigned to KCO in the Chapter 11 Cases and KCO will be responsible for payment of any Cure Obligations arising under the Designated Contracts. The Debtors will obtain KCO's consent prior to rejecting any contracts and will promptly notify KCO in the event that they identify additional contracts capable of being assumed or rejected that were not previously identified to KCO. d. Acquired Assets: All assets of the Debtors e. Assumed liabilities will consist of: (a) all allowed pre-petition claims of trade creditors and mineral interest holders identified on Schedules D, E and F of each Debtor's Schedules and liabilities under contracts entered into in the ordinary course of business and identified on Schedule G of each Debtor's Schedules, other than any claims identified in the third bullet in "Assumed and/or Satisfied Liabilities; Related Matters." f. KCO will be allowed to credit bid up to the full amount of its claims with respect to the First Lien Obligations and the Second Lien Obligations and waive any deficiency claim for any First Lien Obligations and Second Lien Obligations that are not credit bid, as well as waiving or credit bidding any rights related to warrant agreements held by KCO or its affiliates. g. In addition to the credit bid described, the Debtors will receive the following consideration for the Sale/Settlement: (i) a contingent production payment structured as an overriding royalty interest ("ORRI"), and to be perfected as such, of $500,000 per six-month period (up to a maximum of $5 million), payable to the Debtors semi-annually through and including the date that is five years after closing of the Sale/Settlement Transaction, solely to the extent the Buyer entities' realized average price for sales to non-affiliates exceeds $70 per barrel; and (ii) Assumption of liabilities as described. h. Certain employees of the Debtors will be offered employment or consulting opportunities with the acquired business, to the extent specified in Schedule 1 attached to the Term Sheet. i. The Chapter 11 Cases will be concluded through a liquidating plan or structured dismissal. j. The Debtors and KCO will work together in good faith and use commercially reasonable efforts to structure and implement the Sale/Settlement Transaction in a tax efficient and cost-effective manner for the Debtors and KCO, which may include, in the event of a sale of the stock of KRH and/or WPS, an election under Internal Revenue Code Section 336(e). k. Before the Jan. 22, 2019 hearing before the Bankruptcy Court, the parties will submit a consensual order providing for a short continuance of the Debtors’ use of cash collateral. Neither the Debtors nor KCO will file any additional pleadings with respect to the January 22 hearing (other than the agreed cash collateral order described). The Jan. 22, 2019 hearings on KCO's examiner motion and KCO’s motion to compel filed on Dec. 12, 2018 will be rescheduled and the Debtors' time to reply to each will be extended to a date after Feb. 21, 2019. l. The Term Sheet contemplates the following milestones in connection with the Sale/Settlement Transaction process: (i) Jan. 25, 2019 - Deadline to finalize APA and file APA with Bankruptcy Court, including initial schedule of assumed contracts and leases (subject to amendment in accordance with the terms of the APA); (ii) Feb. 22, 2019 - Deadline for entry of Sale/Settlement Order; (iii) March 1, 2019 - Deadline for closing of Sale/Settlement Transaction, subject to extension by KCO in its sole discretion; (iv) the foregoing schedule may be modified with the consent of KCO. In connection with the Sale, the Debtors also ask authority to assume and assign the Designated Contracts to the Buyer. The initial list of Designated Contracts (subject to amendment in accordance with the APA) and the proposed amounts required to cure any defaults under such contracts will be disclosed by the Debtors in connection with the filing of the APA, and the applicable counterparties will have an opportunity to object to the proposed cure amounts and any other aspects of the proposed assumption and assignment to the Buyer of their Designated Contracts. The Debtors and KCO require prompt implementation of the Sale/Settlement Transaction so that Buyer can continue the Debtors' business in the ordinary course and consummate other aspects of the Sale/Settlement Transaction, including paying trade creditors the amounts they are due. Consequently, the Debtors ask that the Court waives the default stay periods under Bankruptcy Rules 6004(h) and 6006(d) for the order approving the sale to allow any sale to close and fund promptly under the terms of the Definitive Documents. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/All_American_298_Sales.pdf About All American Oil & Gas Inc. All American Oil & Gas Inc. -- https://www.aaoginc.com -- is an independent oil company headquartered in San Antonio, Texas. It holds and provides shared administrative and accounting services to its two wholly-owned subsidiaries Kern River Holdings Inc. and Western Power & Steam, Inc. KRH is an exploration and production company that utilizes a state-of-the-art steam flood to extract oil within a 215-acre leasehold, with 110 acres currently under steam flood, in the Kern River Oil Field. WPS is a power company that operates a 20-megawatt cogeneration facility, which -- in addition to selling power to Pacific Gas & Electric -- provides KRH with both electricity and steam (generated from waste heat) to aid its extraction of oil. All American Oil & Gas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 18-52693) on Nov. 12, 2018. At the time of the filing, the Debtors had estimated assets of $100 million to $500 million and liabilities of the same range. The cases are assigned to Judge Ronald B. King. The Debtors tapped Dykema Gossett PLLC and Hogan Lovells US, LLP as legal counsel; Houlihan Lokey as financial advisor; and BMC Group, Inc. as notice, claims and balloting agent. AMERIPRO AUTO: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Ameripro Auto Glass, LLC as of Feb. 8, according to a court docket. About Ameripro Auto Glass Ameripro Auto Glass, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04358) on Dec. 14, 2018, estimating under $1 million in both assets and liabilities. Jason A. Burgess, Esq. at The Law Offices of Jason A. Burgess, LLC, is the Debtor's counsel. ANIMIS FOUNDATION: Bares Buying 10-Acre Ocala Property for $250K ---------------------------------------------------------------- Animis Foundation, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the private sale of 10 acres of unimproved real property in Ocala, Florida, which is in Section 13, Township 16 South, Range 21 East, Marion County, Florida, and which has the address of Southwest 80th Street, Ocala, Florida, to Preston and Cacy Bare for $250,000, cash. The Debtor is the owner of approximately 50 acres of unimproved real property in Ocala, Florida. It proposes to sell a 13-acre portion of this property which is the Property. The sale is a private sale wherein the Debtor proposes to transfer its interest in the real property to the Buyers, pursuant to the terms of a Vacant Land Contract obtained on Nov. 17, 2018. The Debtor desires to sell the property free and clear of all valid liens, claims, or encumbrances. It is informed and believes that the real property is encumbered by a lien in favor of MidCountry Bank. The lien of MidCountry Bank will be transferred to the proceeds of the sale. The purchase price set forth in the Contract for the land is $250,000. The terms of the sale are to be for cash and "as is." The closing is to be finally scheduled immediately after approval by the Court. The Debtor believes that the proposed purchase price for the said real property is fair and reasonable and that this proposed sale is in best interests of the bankruptcy estate and of the creditors. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Animis_Foundation_46_Sales.pdf About Animis Foundation Based in Sarasota, Florida, Animis Foundation, Inc. filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-09515) on Nov. 2, 2018, with estimated assets and liabilities at $1 million to $10 million respectively. The petition was signed by Christiaan Walhof, president. The Debtor tapped Benjamin G. Martin, Esq., as its legal counsel. ANIMIS FOUNDATION: Mazzurco Buying Ocala Property for $73K ---------------------------------------------------------- Animis Foundation, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the private sale of one acre of unimproved real property in Ocala, Florida, which is in Section 13, Township 16 South, Range 21 East, Marion County, Florida, and which has the address of Southwest 80th Street, Ocala, Florida, to Michael Mazzurco and/or his assigns for $73,000, cash. The Debtor is the owner of approximately 50 acres of unimproved real property in Ocala, Florida. It proposes to sell a one-acre portion of this property which is the Property. The sale is a private sale wherein the Debtor proposes to transfer its interest in the real property to the Buyer, pursuant to the terms of a Vacant Land Contract obtained on Oct. 11, 2018. The Debtor desires to sell the property free and clear of all valid liens, claims, or encumbrances. It is informed and believes that the real property is encumbered by a lien in favor of MidCountry Bank. The lien of MidCountry Bank will be transferred to the proceeds of the sale. The purchase price set forth in the Contract for the land is $73,000. The terms of the sale are to be for cash and "as is." The closing is to be finally scheduled immediately after approval by the Court. The Debtor believes that the proposed purchase price for the said real property is fair and reasonable and that this proposed sale is in best interests of the bankruptcy estate and of the creditors. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Animis_Foundation_44_Sales.pdf About Animis Foundation Based in Sarasota, Florida, Animis Foundation, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-09515) on Nov. 2, 2018, with estimated assets and liabilities at $1 million to $10 million respectively. The petition was signed by Christiaan Walhof, president. The Debtor tapped Benjamin G. Martin, Esq., as its legal counsel. ANIMIS FOUNDATION: Seek Buying 13-Acre Ocala Property for $260K --------------------------------------------------------------- Animis Foundation, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the private sale of 13 acres of unimproved real property in Ocala, Florida, which is in Section 13, Township 16 South, Range 21 East, Marion County, Florida, and which has the address of Southwest 80th Street, Ocala, Florida, to Kimberly Seek for $260,000, cash. The Debtor is the owner of approximately 50 acres of unimproved real property in Ocala, Florida. It proposes to sell a 13-acre portion of this property which is the Property. The sale is a private sale wherein the Debtor proposes to transfer its interest in the real property to the Buyer, pursuant to the terms of a Vacant Land Contract obtained on Nov. 25, 2018. The Debtor desires to sell the property free and clear of all valid liens, claims, or encumbrances. It is informed and believes that the real property is encumbered by a lien in favor of MidCountry Bank. The lien of MidCountry Bank will be transferred to the proceeds of the sale. The purchase price set forth in the Contract for the land is $260,000. The terms of the sale are to be for cash and "as is." The closing is to be finally scheduled immediately after approval by the Court. The Debtor believes that the proposed purchase price for the said real property is fair and reasonable and that this proposed sale is in best interests of the bankruptcy estate and of the creditors. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Animis_Foundation_45_Sales.pdf About Animis Foundation Based in Sarasota, Florida, Animis Foundation, Inc.. filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-09515) on Nov. 2, 2018. In the petition signed by Christiaan Walhof, president, the Debtor estimated assets and liabilities at $1 million to $10 million, respectively. The Debtor tapped Benjamin G. Martin, Esq., as its legal counsel. ANTONETTE'S OF EAST HILLS: March 11 Plan and Disclosures Hearing ---------------------------------------------------------------- Bankruptcy Judge Robert E. Grossman conditionally approved Antonette's of East Hills, LLC's first amended disclosure statement referring to its first amended plan of orderly liquidation. A hearing will be held on March 11, 2019 at 1:30 pm for final approval of the Disclosure Statement and for confirmation of the Plan before the Honorable Robert E. Grossman, United States Bankruptcy Judge, United State Bankruptcy Court for the Eastern District of New York, in Courtroom 860 of the Alfonse M. D'Amato Federal Courthouse, 290 Federal Plaza, Central Islip, New York 11722. March 4, 2019 by 12:00 p.m., is fixed as the last day and time for filing written acceptances or rejections of the Plan, or for filing and serving written objections to the Disclosure Statement and to confirmation of the Plan, and for submission of all ballots voting in favor of or against the Plan. About Antonette's of East Hills, LLC Antonette's of East Hills, LLC is a New York limited liability company operating a restaurant located at 290 Glen Cove Road, East Hills, New York. Antonette's of East Hills sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-76802) on Oct. 9, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Robert E. Grossman. The Debtor tapped Spence Law Office, P.C., as its legal counsel. ARBORSCAPE INC: Unsecureds to Receive 71% of Allowed Claims ----------------------------------------------------------- ArborScape, Inc., filed a disclosure statement in connection with its plan of reorganization dated Jan. 28, 2019. Class 17 under the plan consists of the allowed claims held by unsecured creditors. This class will receive pro rata distribution of 2% of the Debtor's gross revenue. The Debtor will escrow an amount equal to the 2% of the prior month's gross revenue, and will make distributions to unsecured creditors every 6 months. Assuming the total unsecured claims including anticipated deficiency claims are $330,190.09, unsecured creditors are anticipated to receive approximately 71% of their allowed claims. Pursuant to the Plan, the Debtor will restructure its debts and obligations and ArborScape will continue to operate in the ordinary course of business. Funding for the Plan will be from income derived from the Debtor's ongoing operations. David Merriman will continue as the President of ArborScape. Mr. Merriman is the founder of the Debtor, and is responsible for oversight of the Debtor as well as its day to day operations. The Debtor's Plan is feasible based upon the Debtor's operations during the course of the Debtor's case. As evidenced by the Debtor's Monthly Operating Reports, the Debtor has improved its operations during the course of its Chapter 11 case. From May through November, the Debtor has averaged a net income of $10,311.85 per month while maintaining payments to the IRS and the CDR, while also maintaining high monthly payments to several of its secured creditors. A copy of the Disclosure Statement is available at https://is.gd/wRdTe1 from Pacermonitor.com at no charge. About Arborscape, Inc. ArborScape, Inc., is a Colorado-based company dedicated to providing sustainable landscapes for its clients by promoting the art and science of horticulture using environmentally friendly products and services. It offers tree trimming and removal services, tree spraying, lawn and tree care services. The company was founded in 1995. ArborScape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the petition signed by David Merriman, president, the Debtor disclosed $1.63 million in assets and $1.54 million in liabilities. Judge Joseph G. Rosania Jr. oversees the case. Kutner Brinen, P.C., is the Debtor's counsel. ASCEND LEARNING: S&P Lowers ICR to 'B-' on Debt-Financed Dividend ----------------------------------------------------------------- U.S.-based Ascend Learning LLC plans to pay a $400 million dividend to its financial sponsors, Blackstone Group L.P. and Canada Pension Plan Investment Board, using proceeds from a new $300 million unsecured notes offering due 2025 and about $100 million of cash on hand. On Feb. 11, 2019, S&P Global Ratings lowered its issuer credit rating on Ascend to 'B-' from 'B', issue-level ratings on the first-lien debt to 'B-' from 'B' and on the senior unsecured notes to 'CCC' from 'CCC+'. S&P assigned its 'CCC' issue-level rating and '6' recovery rating to the proposed senior unsecured notes. The downgrade reflects the company's aggressive financial policy and weakened credit metrics. Pro forma for the debt increase as of Dec. 31, 2018, adjusted debt to EBITDA is around 8.3x and adjusted FOCF to debt is about 6% (excluding non-recurring one-time charges, including a negative impact from purchase accounting related to its 2017 leveraged buyout). "We expect these credit metrics will modestly improve on EBITDA growth but remain weak over the next 12 to 18 months. Notwithstanding the company's good operating trends, including our expectations for mid- to high-single-digit percentage revenue and EBITDA growth, Ascend has substantial debt (roughly $1.3 billion) relative to its size," S&P said. "We recognize the company's potential to deleverage to under 7.5x, however we believe Ascend will continue to opportunistically reward its private equity sponsors with dividends or pursue debt-funded acquisitions." Ascend, a technology based training provider, has a concentrated niche focus in the health care and related end markets, which are inherently fragmented and competitive. The company generates about 50% of total revenue from its clinical health care segment. It competes against larger and better-capitalized peers like Kaplan Education, and with the exception of its U.K. Premier Global business (under the Fitness & Wellness segment), Ascend has limited geographic diversity outside the U.S. In S&P's view, there are relatively low barriers to entry with minimal switching costs that would afford market share protection for Ascend, particularly in the Fitness & Wellness and Professional Certification & Licensure business segments. Still, the company's leading market position in test preparation for nursing licensing exams, track record of good student outcomes, long-standing client relationships, and market-leading position (particularly in the clinical health care segment) offset some of these risks. "The stable rating outlook on Ascend reflects our expectation that the company will continue exhibiting good revenue and EBITDA growth over the next 12 to 18 months. However, we expect credit metrics will remain weak because of its high debt burden and aggressive financial policy," S&P said. S&P said it could lower its issuer credit rating if Ascend pursues additional debt-financed dividends or faces operating challenges such as pricing pressure or lost customer relationships because of increased competition or inability to integrate significant acquisitions. This would cause revenue growth challenges and margin pressure resulting in cash flow concerns and fixed-charge coverage below 1.5x, according to S&P. "An upgrade is unlikely over the near term based on our forecast for the next 12 to 18 months. We could raise the rating if the company meaningfully grows its EBITDA base and maintains adjusted debt leverage below 7.5x and adjusted FOCF above 5% on a sustained basis," S&P said. AVISON YOUNG: S&P Rates New US$325MM Senior Secured Term Loan 'B' ----------------------------------------------------------------- S&P Global Ratings said it assigned its 'B' issue rating and '2' recovery rating to Avison Young (Canada) Inc.'s proposed US$325 million senior secured term loan due 2026. The '2' recovery rating indicates S&P's expectation for a substantial recovery (70%-90%; rounded estimate: 70%) in the event of a payment default. In addition to the term loan, the company entered into a US$60 million revolving credit facility and raised US$65 million common equity investment from Caisse de depot et placement du Quebec (a Canada-based institutional investor that made a US$190 million preferred equity investment in July 2018). The company will use these proceeds, along with roughly US$45 million of existing balance-sheet cash, to finance the acquisition of GVA Grimley Holdings Limited (announced on Nov. 8) and repay its existing US$130 million senior secured notes due 2021. Pro forma this transaction, leverage (net debt, inclusive of preferred stock, to EBITDA) will be above 8.0x, which is in line with S&P's 'B-' issuer credit rating. Positively, the transaction increases scale, bolsters earnings, increases geographic diversification, with more than 40% of EBITDA generated outside North America, and reduces reliance on the more cyclical capital market business (dropping to 24% of total revenue versus 33% prior to the acquisition). ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- In S&P's simulated default scenario, it assumes substantial erosion in the firm's market position, loss of clients, and a contraction in capital market activity leading to a default occurring in 2020. -- S&P assumes EBITDA declines, limiting the company's ability to service its fixed costs, including interest and capital expenditures. -- S&P's scenario assumes that Avison Young would reorganize in the event of a default. S&P therefore has valued the company as a going concern, using 6.0x EBITDA multiple at emergence. Simulated Default Assumptions -- S&P assumes C$57.3 million EBITDA at emergence, roughly C$21 million outstanding under the US$60 million revolver (approximately C$78 million), and an EBITDA multiple of 6.0x upon reorganization. Simplified Waterfall -- Net enterprise value after 5% administrative expenses: C$326.8 million -- Collateral value available to secured creditors after priority claims on revolver: C$306 million -- Total senior secured term loan: C$431.3 million --Recovery expectation: 70% '2' (70% to 90%, rounded 70%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Avison Young (Canada) Inc. Issuer Credit Rating B-/Stable/-- New Rating Avison Young (Canada) Inc. US$325 mil. Senior secured term loan B Recovery rating 2 AZURE LA PALMA: DOJ Watchdog Directed to Appoint PCO ---------------------------------------------------- Judge Catherine Bauer of the U.S. Bankruptcy Court for the Central District of California directed the United States Trustee to appoint a patient care ombudsman for Azure La Palma Royale Partners LLC. About Azure La Palma Azure La Palma Royale Partners LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). Azure La Palma filed as a Domestic in the State of California on June 14, 2016. Petitioning Creditors Jing Liu, Lingtao Meng, and Xianzhang Xiao filed an involuntary Chapter 11 petition against Azure La Palma (Bankr. C.D. Cal. Case No.: 19-10075) on January 8, 2019. The Petitioning Creditors are represented by Rachel Gezerseh, Esq. in Los Angeles, California. B SQUARE BURGER: Taps Behar, Gutt & Glazer as Legal Counsel ----------------------------------------------------------- B Square Burger Co., LLC received approval from the U.S. Bankruptcy Court for the Southern District of Florida (Fort Lauderdale) to hire Behar, Gutt & Glazer, P.A. as its legal counsel. The firm will advise the Debtor of its powers and duties in the continued management of its business and property; assist the Debtor in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Behar's hourly rates are: Partners $410 Associates $350 Brian Behar, Esq., a member of Behar Gutt, attests that he and his firm do not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Brian S. Behar, Esq. Behar, Gutt & Glazer, P.A. DCOTA, Suite A-350 1855 Griffin Road Fort Lauderdale, FL 33004 Tel: (305) 931-3771 Fax: (305) 931-3774 About B Square Burger Co. B Square Burger Co., LLC filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10527) on January 15, 2019, listing under $1 million in both assets and liabilities. The case has been assigned to Judge John K. Olson. The Debtor is represented by Brian S. Behar, Esq. BAUSERMAN SERVICE: March 13 Plan Outline Hearing Set ---------------------------------------------------- Bankruptcy Judge Thomas J. Catliota is set to hold a hearing on March 13, 2019 at 10:30 a.m. to consider approval of Bauserman Service, Inc.'s disclosure referring to its plan. March 4, 2019, is fixed as the last day for filing and serving written objections to the Disclosure Statement. About Bauserman Service Founded in 1945, Bauserman Service Inc. owns and operates the Maryland Airport, a general aviation airport in western Charles County, located four miles east of the Town of Indian Head, Maryland. Bauserman Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-24054) on Oct. 23, 2018. In the petition signed by Tammy Potter, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Thomas J. Catliota presides over the case. The Debtor tapped McNamee Hosea Jernigan Kim Greenan & Lynch, P.A. as its legal counsel and The Law Offices of Sue A. Greer, P.C., as special counsel. BEARCAT ENERGY: Jeffrey Weinman Named Chapter 11 Trustee -------------------------------------------------------- The United States Trustee, Patrick S. Layng, appointed Jeffrey A. Weinman as the Chapter 11 Trustee for Bearcat Energy, LLC. The appointment was made following the order from the U.S. Bankruptcy Court for the District of Colorado, dated January 28, 2019, directing the U.S. Trustee to appoint a Chapter 11 trustee for the Debtor. The chapter 11 trustee bond is initially set at $3,600,000. The bond may require adjustment as the trustee collects and liquidates assets of the estate. About Bearcat Energy Bearcat Energy LLC, owner of coal bed methane wells, equipment and related fixtures located in the State of Wyoming, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-12011) on March 14, 2017. In the petition signed by CEO Keith J. Edwards, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Elizabeth E. Brown is the case judge. Kenneth J. Buechler, Esq., at Buechler & Garber, LLC, serves as bankruptcy counsel. An official committee of unsecured creditors has been appointed in the Debtor's case. BEAUTY BRANDS: Absolute Buying Substantially All Assets ------------------------------------------------------- Beauty Brands, LLC and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware of their proposed (ii) bidding procedures in connection with the sale of substantially all assets, with the exception of the 23 closing stores that are subject to the Agency Agreement dated Jan. 3, 2019 with Hilco Merchant Resources, LLC, to Absolute Beauty, LLC, subject to overbid; and (ii) assumption and assignment of executory contracts and unexpired leases in connection therewith. On Jan. 23, 2019, the Court entered the Bidding Procedures Order. The sale will be free and clear of all Encumbrances, except certain permitted Encumbrances as determined by the Debtors and the Successful Bidder. The Stalking Horse Purchaser has executed the Asset Purchase Agreement dated Jan. 22, 2019 to purchase the Transferred Assets (including the Business as a going concern and the Assumed Contracts). Among other things, the Transferred Assets include the Debtors' distribution center and 23 of the Core Stores as set forth on Schedule B to the Stalking Horse APA. The Stalking Horse Bid is subject to higher or otherwise better offers submitted in accordance with the terms and provisions of the Bidding Procedures. A party may submit a bid for any individual Asset or combination of Assets in accordance with the terms and provisions of the Bidding Procedures, whether or not such Assets are included in the Stalking Horse APA. Important dates and deadlines are: a. Bid Deadline: Feb. 4, 2019 at 12:00 p.m. (ET) b. Auction: An Auction for the Assets has been scheduled for Feb. 7, 2019 at 9:00 a.m. (ET) and, if necessary, will be conducted at the offices of Ashby & Geddes, 500 Delaware Avenue, 8th Floor, Wilmington, Delaware. c. Sale Objection Deadlines: Feb. 6, 2019 at 4:00 p.m. (ET) d. Sale Hearing: Feb. 12, 2019 at 11:00 a.m. (ET) About Beauty Brands Founded in 1995 and headquartered in Kansas City, Missouri, Beauty Brands, LLC, et al., operate specialty beauty stores under the trade name "Beauty Brands" that provide salon and spa services and retail and third-party branded beauty products. Beauty Brands -- https://www.beautybrands.com/ -- currently operate 58 retail locations in Kansas, Texas, Oklahoma, North Carolina, Arizona, Colorado, Illinois, Nebraska, Iowa, Indiana, Ohio, and Missouri, and an e-commerce business managed out of its distribution center located in Lenexa, Kansas. As of the Petition Date, the Company employed approximately 1,571 people. Beauty Brands, LLC, and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10031) on Jan. 6, 2019. Beauty Brands estimated assets of $10 million to $50 million and liabilities of the same range. The Debtors tapped Ashby & Geddes, P.A., as counsel; Lazard Middle Market as investment banker; RAS Management Advisors, LLC as restructuring advisor; Hilco Merchant Resources, LLC, as sale and liquidation agent; and Donlin, Recano & Company, Inc., as claims and noticing agent. BIG TOY: March 6 Hearing on Disclosure Statement ------------------------------------------------ A hearing on the approval of the disclosure statement explaining Big Toy Storage, LLC's Chapter 11 plan of reorganization will be on March 6, 2019, at 11:00 am. Class 2 - General Unsecured Claims are impaired. Allowed claims of general unsecured creditors (including allowed claims of creditors whose executory contracts or unexpired leases are being rejected under this Plan) shall be paid as follows: Creditors will receive one hundred percent (100%) of their allowed claim in one (1) equal monthly installments, due on the tenth (10th) calendar day of the month, starting in the first calendar month to begin after the Effective Date. Class 1 - Secured Claims are impaired. The Debtor will sell the real property located at 85 and 105 Fremont Street, in Sonoma, California, by September 24, 2019, paying secured creditors from the proceeds of the sale. The Debtor will file a motion for approval of any sale on 28 days' notice to lien holders. Any deficiency claim is a general unsecured claim. The Secured Creditors will be paid as follows: -- 1(a) County of Sonoma (real property taxes), with claim amounting to $120,000, will get 18% -- Thomas A. Spanier (deed of trust), with claim amounting to $3,104,819, will get 8% -- Anchie Kuo (deed of trust), with claim amounting to $50,000, will get 10% -- Rub Huffman (Mechanic's Lien), with claim amounting to $28,000, will get 10% A full-text copy of the Disclosure Statement dated January 24, 2019, is available at https://tinyurl.com/y9mqbw5o from PacerMonitor.com at no charge. About Big Toy Storage, LLC Big Toy Storage, LLC is a privately held company that offers secure storage facilities for boats, RVs, ATVs, classic cars and more. Big Toy filed as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Big Toy Storage filed a voluntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 18-10739) on October 24, 2018. In the petition signed by Jessah Dunn, manager, the Debtor estimates $1 million to $10 million in both assets and liabilities. The case has been assigned to Judge Charles Novack. The Debtor tapped William Utnehmer, Esq., as its general bankruptcy counsel. BRENDA DIANA NESTOR: Bankruptcy Court Vacates Default Judgment -------------------------------------------------------------- In the case captioned Angela R Garrett, Plaintiff, v. Brenda Nestor Associates Inc., et al., Defendants, Adv. Case No. 17-01485-BKC-LMI (Bankr. S.D. Fla.), Bankruptcy Judge Laurel M. Isicoff granted Defendant Brenda Nestor's motion for relief from the order granting in part and denying in part Plaintiff's motion for court default and default judgment. The default judgment is, therefore, vacated. The Defendant argues that the default judgment should not have been entered because the Defendant did "plead or otherwise defend." The Defendant did not "plead;" however the Court finds that the Defendant did "otherwise defend." The meaning of "or otherwise defend" language of Rule 55(a) is the subject of a circuit split. "A party who is served with a complaint has three options: '[(1)] plead, [(2)]' otherwise defend' or [(3)] suffer a default,' according to at least a minority of the circuits. Other circuits seem to read Rule 55(a) to offer only two options: (1) plead and otherwise defend or (2) suffer a default." The majority view would permit the entry of a default judgment if a defendant failed to appear at trial after answering a complaint -- only pleading and defending the action would prevent the default judgment. The minority view "interprets 'or otherwise defend' to encompass attacks on service or motions to dismiss, which prevent default without pleading on the merits." The Eleventh Circuit has adopted the minority view and narrowly interprets the "or otherwise defend" language of Rule 55(a); consequently this creates a heavier burden on a plaintiff once a defendant has mounted a defense. Based upon the Defendant's two motions to dismiss, as well as other actions the Defendant took while pro se, the Court finds that the Defendant has satisfied the Eleventh Circuit's narrow interpretation of "or otherwise defend." The Court, therefore, finds that it should not have entered the Default Judgment. A copy of the Court's Order dated Jan. 4, 2019 is available at https://bit.ly/2HWurGM from Leagle.com. Angela R Garrett, Plaintiff, pro se. Brenda Nestor Associates Inc & Brenda Diana Nestor, Defendants, represented by Joel M. Aresty, Esq. Brenda Diana Nestor filed for chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-21187) on August 31, 2017, and is represented by Joann M. Hennessey, Esq. BUCCANEER RESOURCES: C. Burton Suit vs MCCF Remanded to State Court ------------------------------------------------------------------- In the appeals case captioned MERIDIAN CAPITAL CIS FUND; MERIDIAN CAPITAL INTERNATIONAL FUND; FRED TRESCA; RANDY A. BATES; BRANTA II, L.L.C., Appellants, v. CURTIS BURTON, Appellee, No. 18-40003 (5th Cir.), the U.S. Court of Appeals, Fifth Circuit affirmed the district court's order remanding Burton's suit vs Meridian to state court. Before Buccaneer Resources LLC filed for bankruptcy, it fired its CEO, Curtis Burton. Burton filed a claim for breach of contract in the bankruptcy, but later dropped that and filed a tortious interference with contract claim in state court against Buccaneer's secured creditor, Meridian Capital CIS Fund. Meridian removed the case to federal court, arguing that the claim belonged in the bankruptcy. The bankruptcy court disagreed, sending the tortious interference claim back to state court. The district court affirmed. The dispute about jurisdiction turns on whether the tortious interference claim belongs to Burton, in which case it should be heard in state court, or to the debtor Buccaneer, in which case bankruptcy court is the proper forum. Because the tortious interference claim alleging a direct injury to Burton is not property of the estate, there is no basis for bankruptcy court jurisdiction. Thus, the Fifth Circuit agrees with the bankruptcy and district courts that he can pursue it in state court. The order remanding this case to state court is, therefore, affirmed. A copy of the Court's Decision dated Jan. 4, 2019 is available at https://bit.ly/2Sh4E0J from Leagle.com. Thomas Kirkendall, for Appellant. Richard M. Schechter, for Appellee. Chris Alan Stacy, for Appellee. Joshua Walton Wolfshohl, for Appellant. Aaron J. Power -- apower@porterhedges.com -- for Appellant. Jonna Noel Summers, for Appellant. About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Buccaneer Resources' primary business is the exploration for and production of oil and natural gas in North America and their operations are focused on both onshore and offshore activities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The other debtors are Buccaneer Energy Limited, Buccaneer Energy Holdings, Inc., Buccaneer Alaska Operations, LLC, Buccaneer Alaska, LLC, Kenai Land Ventures, LLC, Buccaneer Alaska Drilling, LLC, Buccaneer Royalties, LLC, and Kenai Drilling, LLC. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright Australia will render legal services related to cross-border insolvency and general corporate and litigation matters to Buccaneer Energy Ltd. Epiq Systems is the claims and notice agent. U.S. Bankruptcy Judge David R. Jones has conditionally approved Buccaneer's First Amended Disclosure Statement and Plan of Reorganization dated Nov. 5, 2014. The Debtors' assets are being marketed for sale with the assistance of a sales agent based on prior authorization from the Court. The Debtors anticipate that the majority of their oil and gas properties and interests will be sold at an auction to be held prior to the hearing on the Plan. The Plan will not become effective until after the closing of this sale. The U.S. Trustee for Region 7 on June 10, 2014, appointed five creditors to serve on the official committee of unsecured creditors. The Committee retained Greenberg Traurig, LLP as legal counsel to the Committee, and Alvarez & Marsal North America, LLC as financial advisors. BUILDING 1600: Seeks Interim Authorization to Use Cash Collateral ------------------------------------------------------------------ Building 1600, L.L.C., seeks interim authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral for general and administrative expenses as set forth in the Budget. The Debtor proposes to use cash collateral for expenses incurred in the normal and ordinary course of its business. Midtown Bank and Trust Company, a division of First Landmark Bank, n/k/a National Bank of Commerce may have an interest in cash collateral. Midtown Bank asserts a claim against the Debtor in the approximate amount of $342,593, secured by substantially all assets of the Debtor, including rents, fixtures, equipment and furnishings. As adequate protection, the Debtor offers to provide Midtown Bank a replacement lien on all its property of the kind and in the same priority as the lien of Midtown Bank attached as of the Petition Date. The Debtor will also make monthly interest payments to Midtown Bank in the approximate amount of $1,487. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ganb18-71813-20.pdf About Building 1600 Building 1600, L.L.C., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 18-71813) on Dec. 31, 2018. In the petition signed by Charles D. Menser, Jr., manager, the Debtor estimated under $500,000 in assets and the same range of liabilities. Paul Reece Marr, P.C., led by founding partner Paul Reece Marr, Esq., is the Debtor's counsel. BUILTRITE BUILDERS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Builtrite Builders, LLC dba Copperleaf Custom Homes dba Copperleaf Homes 7826 N. Academy Blvd. Colorado Springs, CO 80921 Business Description: Builtrite Builders, LLC -- https://copperleafhomes.com -- is a luxury custom home builder in Colorado Springs, Colorado. Chapter 11 Petition Date: February 11, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Case No.: 19-10938 Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: David Wadsworth, Esq. WADSWORTH WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Fax: 303-296-7600 E-mail: dwadsworth@wwc-legal.com - and - David Warner, Esq. WADSWORTH WARNER CONRARDY, P.C. 2580 W. Main Street, Ste. 200 Littleton, CO 80120 Tel: 303-296-1999 Fax: 303-296-7600 E-mail: dwarner@wwc-legal.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steve Neary, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob19-10938_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob19-10938.pdf C & B REHAB: Has Until April 19 to File Plan, Disclosure Statement ------------------------------------------------------------------ The Chapter 11 case of C & B Rehab, LLC, came on for status conference pursuant to Section 105(d) of the Bankruptcy Code. At the Status Conference, the Court reviewed the nature and size of the Debtor's business, the overall status of the case and considered the positions of the parties represented at the Status Conference. Based on that review, the Court has determined that it is appropriate in this case to implement the procedures governing the filing of a plan of reorganization and disclosure statement to ensure that this case is handled expeditiously and economically. Accordingly, the Court orders the Debtor to file a Plan and Disclosure Statement on or before April 19, 2019. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court shall issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case pursuant to section 1112(b)(1) of the Bankruptcy Code. About C & B Rehab LLC C & B Rehab, LLC, a limited liability company in Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-11027) on Dec. 26, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Michael G. Williamson. CBL & ASSOCIATES: S&P Lowers ICR to 'BB-', Outlook Negative ----------------------------------------------------------- S&P Global Ratings on Feb. 11 announced that it lowered its issuer credit rating on CBL & Associates Properties Inc. to 'BB-' from 'BB' and said the outlook is negative. S&P also lowered its issue-level ratings on the company's unsecured debt to 'BB' from 'BB+'. The '2' recovery rating is unchanged. "Although CBL reported fourth-quarter 2018 performance that is in line with our projections, its guidance for 2019 is below our expectations for moderating negative trends," S&P said. "We believe there is a potential for further deterioration of credit protection measures and covenant cushion if the company is unable to improve its operations." The downgrade reflects S&P's expectation that operating performance is likely to continue to be pressured over the next 12 months, such that the company's business prospects deteriorate further, leading to weaker operating and financial metrics. S&P does not believe 2019 will be a year of stabilization for the company; rather, it expects tenant bankruptcies and store closures to occur at a higher rate than in 2018, given company guidance of same-property net operating income (NOI) declines between negative 6.25% to negative 7.75% for the full year. "The negative outlook reflects our expectation that operating performance will continue to be pressured over the next 12 to 18 months. We anticipate CBL will face significant headwinds that will challenge its ability to re-tenant its vacant space from store closures, hurting its operating performance and free cash flow generation, while maintaining adequate liquidity," S&P said. S&P could lower its ratings if operating performance deteriorates further from its revised expectations because of increased tenant bankruptcies and continued declines in rent renewals. This could result in materially lower EBITDA margins and weaker profitability. At that time, S&P would anticipate debt to EBITDA would weaken to the mid-9x area or fixed charge coverage would fall below 1.7x. S&P could also lower its ratings if the company's liquidity is constrained due to the secured debt to assets covenant cushion of less than 10%. "Although not likely over the next 12 months given our performance expectations for continued operating pressure, we could revise our outlook to stable if the company demonstrates stabilization in operating performance, including flattening same-store NOI growth and occupancy," S&P said. "At this point, we would also expect the company's portfolio to remain relatively static or improve such that its recovery prospects increase." CELADON GROUP: Delays Filing of Dec. 31 Quarterly Report -------------------------------------------------------- Celadon Group Inc. has filed with the Securities and Exchange Commission a Form 12b-25 notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended Dec. 31, 2018. As Celadon previously disclosed, the Company has determined that its previously filed financial statements for the fiscal years ended June 30, 2014, 2015, and 2016, including the unaudited quarterly financial statements for those fiscal years, and the fiscal quarters ended Sept. 30, 2016 and Dec. 31, 2016, should no longer be relied upon. The Company is currently working to restate certain historical periods and prepare financial statements for currently unfiled periods that conform with U.S. generally accepted accounting principles and Securities and Exchange Commission rules. The Company believes that these processes will result in financial statement impacts for the fiscal quarter ended Dec. 31, 2018 and such impacts have not been definitively determined at this time. Accordingly, the Company's filing of financial statements for its second fiscal quarter ended Dec. 31, 2018, will be delayed. The Company's continued evaluation of the matters noted above will cause these financial statements to be filed after the expiration of the five calendar day extension period provided by Rule 12b-25. The Company presently expects to report a net loss for the fiscal quarter ended Dec. 31, 2018. About Celadon Celadon Group, Inc. -- http://www.celadongroup.com/-- provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight service across the United States, Canada, and Mexico. The Company also owns Celadon Logistics Services, which provides freight brokerage services, freight management, as well as supply chain management solutions, including logistics, warehousing, and distribution. The Company is headquartered in Indianapolis, Indiana. In a press release dated April 2, 2018, Celadon stated that based on issues identified in connection with the Audit Committee investigation and management's review, financial statements for fiscal years ended June 30, 2014, 2015, 2016, and the quarters ended Sept. 30 and Dec. 31, 2016, will be restated. Celadon's new senior management team, led by the Company's new chief financial officer and new chief accounting officer, commenced a review of the Company's current and historical accounting policies and procedures. The internal investigation and management review have identified errors that will require adjustments to the previously issued 2014, 2015, 2016, and 2017 financial statements. On April 18, 2018, Peter Elkins, lead analyst at the New York Stock Exchange LLC, filed a Form 25 with the Securities and Exchange Commission notifying the removal from listing or registration of Celadon's common stock on the Exchange. Celadon, on Jan. 31, 2019, entered into a Thirteenth Amendment to Amended and Restated Credit Agreement by and among the Company, certain subsidiaries of the Company as guarantors, Bank of America, N.A., as lender and administrative agent, Wells Fargo Bank, N.A., and Citizens Bank, N.A., both as lenders, which amends the Company's existing Amended and Restated Credit Agreement dated Dec. 12, 2014, among the same parties. Among other changes, the Amendment eliminated the automatic $60 million reduction to the aggregate lender commitments, maximum amount of outstanding indebtedness (including loans and letters of credit), and loan sub-limit, which was scheduled to take effect on Jan. 31, 2019. CHARLOTTE RUSSE: Feb. 13 Meeting Set to Form Creditors' Panel ------------------------------------------------------------- Andy Vara, acting United States Trustee for Region 3, will hold an organizational meeting on Feb. 13, 2019, at 10:00 a.m. in the bankruptcy case of Charlotte Russe Holding Inc. The meeting will be held at: The Doubletree Hotel 700 King Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Charlotte Russe Holding Inc. Charlotte Russe Holding, Inc. -- https://www.charlotterusse.com/ - - is a specialty fashion retailer of young women's apparel and accessories comprised of seven entities. The company and its affiliates are headquartered in San Diego, California and have one distribution center located in Ontario, California. In addition, the companies lease office space in Los Angeles, California and San Francisco, California, where they primarily conduct merchandising, marketing, e-commerce and technology functions. The companies sell their merchandise to customers in the contiguous 48 states, Hawaii, and Puerto Rico through their online store and 512 Charlotte Russe brick-and-mortar stores located in various regional malls, outlet centers, and lifestyle centers. The bulk of the companies' apparel and accessory products are sold under the Charlotte Russe brand with ancillary brands for denim and perfume (Refuge), young women's plus-size apparel (Charlotte Russe Plus), and cosmetics (Charlotte by Charlotte Russe). Charlotte Russe Holding and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 19-10210 to 19-10216) on Feb. 3, 2019. At the time of the filing, Charlotte Russe Holding had estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy counsel; Guggenheim Securities, LLC as their investment banker; A&G Realty Partners, LLC as lease disposition consultant and business broker; Gordon Brothers Retail Partners LLC, Hilco Merchant Resources LLC and Malfitano Advisors, LLC as liquidation consultant; and Donlin, Recano & Company, Inc. as claims and noticing agent. CHESAPEAKE ENERGY: BlackRock Has 11.1% Stake as of Jan. 31 ---------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Jan. 31, 2019, it beneficially owns 101,151,978 shares of common stock of Chesapeake Energy Corporation, which represents 11.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/YYmUQC About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is an independent exploration and production company engaged in the acquisition, exploration and development of properties for the production of oil, natural gas and NGLs from underground reservoirs. Chesapeake owns a large and geographically diverse portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately 17,300 oil and natural gas wells. The Company has leading positions in the liquids-rich resource plays of the Eagle Ford Shale in South Texas, the Anadarko Basin in northwestern Oklahoma and the stacked pay in the Powder River Basin in Wyoming. Its natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier Shales in northwestern Louisiana and East Texas and the Utica Shale in Ohio. Chesapeake reported net income attributable to the Company of $949 million for the year ended Dec. 31, 2017, following a net loss attributable to the Company of $4.39 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65 billion in total assets, $2.97 billion in total current liabilities, $9.72 billion in total long-term liabilities, and a total deficit of $39 million. Chesapeake stated in its Quarterly Report for the period ended Sept. 30, 2018 that, "Even though we have taken measures to mitigate the liquidity concerns facing us for the next 12 months ... there can be no assurance that these measures will be sufficient for periods beyond the next 12 months. If needed, we may seek to access the capital markets or otherwise refinance a portion of our outstanding indebtedness to improve our liquidity. We closely monitor the amounts and timing of our sources and uses of funds, particularly as they affect our ability to maintain compliance with the financial covenants of our revolving credit facility. Furthermore, our ability to generate operating cash flow in the current commodity price environment, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks discussed above and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control." CHESAPEAKE ENERGY: CP VI Eagle Has 10.6% Stake as of Feb. 1 ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Chesapeake Energy Corp as of Feb. 1, 2019: Amount Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Carlyle Group Management L.L.C. 172,897,387 10.6% The Carlyle Group L.P. 172,897,387 10.6% Carlyle Holdings I GP Inc. 172,897,387 10.6% Carlyle Holdings I GP Sub L.L.C. 172,897,387 10.6% Carlyle Holdings I L.P. 172,897,387 10.6% TC Group, L.L.C. 172,897,387 10.6% TC Group Sub L.P. 172,897,387 10.6% TC Group VI S1, L.L.C. 172,897,387 10.6% TC Group VI S1, L.P. 172,897,387 10.6% CP VI Eagle Holdings, L.P. 172,897,387 10.6% The percentages are based upon 1,634,469,131 shares of the Issuer's Common Stock outstanding as of Feb. 1, 2019. CP VI Eagle Holdings, L.P. is the record holder of the shares of Common Stock reported. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of CP VI Eagle Holdings, L.P. Accordingly, each of the forgoing entities may be deemed to share beneficial ownership of the shares of Common Stock held of record by CP VI Eagle Holdings, L.P. A full-text copy of the regulatory filing is available for free at: https://is.gd/YCsKq7 About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is an independent exploration and production company engaged in the acquisition, exploration and development of properties for the production of oil, natural gas and NGLs from underground reservoirs. Chesapeake owns a large and geographically diverse portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately 17,300 oil and natural gas wells. The Company has leading positions in the liquids-rich resource plays of the Eagle Ford Shale in South Texas, the Anadarko Basin in northwestern Oklahoma and the stacked pay in the Powder River Basin in Wyoming. Its natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier Shales in northwestern Louisiana and East Texas and the Utica Shale in Ohio. Chesapeake reported net income attributable to the Company of $949 million for the year ended Dec. 31, 2017, following a net loss attributable to the Company of $4.39 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65 billion in total assets, $2.97 billion in total current liabilities, $9.72 billion in total long-term liabilities, and a total deficit of $39 million. Chesapeake stated in its Quarterly Report for the period ended Sept. 30, 2018 that, "Even though we have taken measures to mitigate the liquidity concerns facing us for the next 12 months ... there can be no assurance that these measures will be sufficient for periods beyond the next 12 months. If needed, we may seek to access the capital markets or otherwise refinance a portion of our outstanding indebtedness to improve our liquidity. We closely monitor the amounts and timing of our sources and uses of funds, particularly as they affect our ability to maintain compliance with the financial covenants of our revolving credit facility. Furthermore, our ability to generate operating cash flow in the current commodity price environment, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks discussed above and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control." CHESAPEAKE ENERGY: NGP Energy Has 19.4% Stake as of Feb. 1 ---------------------------------------------------------- These entities reported beneficial ownership of shares of common stock of Chesapeake Energy Corporation as of Feb. 1, 2019: Amount Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Esquisto Holdings, LLC 142,469,647 8.7% WHR Holdings, LLC 113,123,648 6.9% NGP XI US Holdings, L.P. 204,171,234 12.5% WHE AcqCo Holdings, LLC 13,677,587 0.8% NGP Energy Capital Management, L.L.C. 317,294,882 19.4% The percentages are based on 1,631,713,269 shares of common stock of Chesapeake issued and outstanding as of Feb. 1, 2019. The Reporting Persons acquired the shares of Common Stock reported on this Schedule 13D due to their aggregate beneficial ownership of 59,463,059 shares of common stock, $0.01 par value per share, of WildHorse Resource Development Corporation. At the closing of the transactions contemplated by the Merger Agreement, each share of WildHorse Common Stock then outstanding, including the shares of WildHorse Common Stock then beneficially owned by each of the Reporting Persons, was converted into the right to receive, at their election, (i) 5.336 shares of Common Stock and $3.00 in cash, or (ii) 5.989 shares of Common Stock, in each case, with cash in lieu of any fractional shares per each such share of WildHorse Common Stock. On Feb. 1, 2019, Chesapeake completed the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Coleburn merged with and into WildHorse, with WildHorse continuing as the surviving entity as a wholly owned subsidiary of Issuer. Immediately following the Merger, WildHorse merged with and into a wholly owned limited liability company subsidiary of Issuer, with LLC Sub continuing as a wholly owned subsidiary of Chesapeake. A full-text copy of the regulatory filing is available for free at: https://is.gd/tuYl3D About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is an independent exploration and production company engaged in the acquisition, exploration and development of properties for the production of oil, natural gas and NGLs from underground reservoirs. Chesapeake owns a large and geographically diverse portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately 17,300 oil and natural gas wells. The Company has leading positions in the liquids-rich resource plays of the Eagle Ford Shale in South Texas, the Anadarko Basin in northwestern Oklahoma and the stacked pay in the Powder River Basin in Wyoming. Its natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier Shales in northwestern Louisiana and East Texas and the Utica Shale in Ohio. Chesapeake reported net income attributable to the Company of $949 million for the year ended Dec. 31, 2017, following a net loss attributable to the Company of $4.39 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65 billion in total assets, $2.97 billion in total current liabilities, $9.72 billion in total long-term liabilities, and a total deficit of $39 million. Chesapeake stated in its Quarterly Report for the period ended Sept. 30, 2018 that, "Even though we have taken measures to mitigate the liquidity concerns facing us for the next 12 months ... there can be no assurance that these measures will be sufficient for periods beyond the next 12 months. If needed, we may seek to access the capital markets or otherwise refinance a portion of our outstanding indebtedness to improve our liquidity. We closely monitor the amounts and timing of our sources and uses of funds, particularly as they affect our ability to maintain compliance with the financial covenants of our revolving credit facility. Furthermore, our ability to generate operating cash flow in the current commodity price environment, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks discussed above and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control." CHESAPEAKE ENERGY: S&P Raises ICR to 'B+', Outlook Stable --------------------------------------------------------- U.S.-based exploration and production (E&P) company Chesapeake Energy Corp. has closed its acquisition of WildHorse Resource Development Corp. S&P Global Ratings on Feb. 11 said that it raised the issuer credit rating on Chesapeake to 'B+' from 'B'. "We are raising the senior unsecured debt rating to 'B+' from 'B-', reflecting both improved recovery prospects following repayment of its second-lien notes, as well as the higher issuer credit rating," S&P said. S&P assigned a 'B+' issuer credit rating to Brazos Valley Longhorn LLC, a wholly owned unrestricted subsidiary of Chesapeake and successor to WildHorse. It is affirming the ratings on WildHorse and subsequently withdrawing the issuer credit rating as the company merged into Brazos. "The upgrade of Chesapeake reflects our expectation for improved profitability that strengthens the business and supports better financial measures that show Chesapeake's commitment to a more modest financial policy, indicated by the significant equity financing of the WildHorse acquisition," S&P said. "Additionally, the upgrade reflects the increased scale of Chesapeake's Eagle Ford assets, creating a large core position in the area and meaningfully increasing the oil content and profitability of its production and reserves." The stable outlook reflects S&P's expectation that Chesapeake will maintain FFO to debt above 15%, supported by higher crude oil production and significantly lower negative free cash flow under our price assumptions. It also expects that Chesapeake will maintain a more modest financial strategy, which should help support further improvement in financial performance under S&P's base-case assumptions. "We could lower the rating if we expect debt to EBITDA above 5x and FFO to debt below 12%, both likely if natural gas and crude oil prices fall such that WTI is sustained below $45 per barrel and natural gas at or below $2.50 per million Btu (mmBtu). Additionally, financial measures could weaken considerably if operational performance falters and negative free cash flow increases along with a decline in our price assumptions," S&P said. "We could consider an upgrade if we expect FFO to debt will average well above 20% on a sustained basis, while the company approaches cash flow neutrality. Over the next 12 months, this would likely require crude oil and natural gas prices well above our expectations, crude at least $60 per barrel and natural gas above $3 or substantial debt repayment, likely through further asset sales," S&P said. CHESAPEAKE ENERGY: Vanguard Group Has 8.8% Stake as of Dec. 31 -------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, The Vanguard Group reported that as of Dec. 31, 2018, it beneficially owns 80,569,098 shares of common stock of Chesapeake Energy Corp, which represents 8.81 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 353,065 shares or .03% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 263,838 shares or .02% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. A full-text copy of the regulatory filing is available for free at: https://is.gd/0vzGV4 About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is an independent exploration and production company engaged in the acquisition, exploration and development of properties for the production of oil, natural gas and NGLs from underground reservoirs. Chesapeake owns a large and geographically diverse portfolio of onshore U.S. unconventional natural gas and liquids assets, including interests in approximately 17,300 oil and natural gas wells. The Company has leading positions in the liquids-rich resource plays of the Eagle Ford Shale in South Texas, the Anadarko Basin in northwestern Oklahoma and the stacked pay in the Powder River Basin in Wyoming. Its natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier Shales in northwestern Louisiana and East Texas and the Utica Shale in Ohio. Chesapeake reported net income attributable to the Company of $949 million for the year ended Dec. 31, 2017, following a net loss attributable to the Company of $4.39 billion for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65 billion in total assets, $2.97 billion in total current liabilities, $9.72 billion in total long-term liabilities, and a total deficit of $39 million. Chesapeake stated in its Quarterly Report for the period ended Sept. 30, 2018 that, "Even though we have taken measures to mitigate the liquidity concerns facing us for the next 12 months ... there can be no assurance that these measures will be sufficient for periods beyond the next 12 months. If needed, we may seek to access the capital markets or otherwise refinance a portion of our outstanding indebtedness to improve our liquidity. We closely monitor the amounts and timing of our sources and uses of funds, particularly as they affect our ability to maintain compliance with the financial covenants of our revolving credit facility. Furthermore, our ability to generate operating cash flow in the current commodity price environment, sell assets, access capital markets or take any other action to improve our liquidity and manage our debt is subject to the risks discussed above and elsewhere in our periodic reports and the other risks and uncertainties that exist in our industry, some of which we may not be able to anticipate at this time or control." CHESTNUT FIRM: March 12 Plan Confirmation Hearing ------------------------------------------------- The Bankruptcy Court has issued an order approving the amended disclosure statement explaining the amended Chapter 11 plan of Chestnut Firm, LLC. The Confirmation Hearing will be held on March 12, 2019 at 09:30 AM. The deadline for filing written objections to the Plan will be March 7. Under the Amended Disclosure Statement, General Unsecured Claims, classified in Class 8, shall share pro-rata in 3 annual distributions of $50,044.26 each commencing on the 1st day of the 6th full month following the Effective Date and continuing on the subsequent 2nd and 3rd anniversary of the Unsecured Distribution Date. Such payments constitute a total of 3 annual payments totaling $150,134.28. Class 1: Secured or Priority Tax Claim of Georgia Department of Revenue are impaired. The Georgia Department of Revenue filed proof of claim number 1 in the amount of $9,345.06 consisting of a priority claim in the amount of $4,496.51 and a $4,848.55 general unsecured claim which shall be treated as a Class 8 general unsecured claim. Debtor shall pay the Class 1 GDR Tax Claim in 48 equal monthly payments of $118.00 each commencing on the Effective Date and continuing by the 28th day of each subsequent month (or the next Business Day if the 28th day is not a business day) with interest accruing at the annual rate of 12% or such lesser rate or payments as agreed to by the GDR. Notwithstanding anything to the contrary herein, Debtor shall pay the full Allowed Class 1 GDR Tax Claim within 60 months of the Filing Date unless otherwise agreed by the GDR. Class 2: Secured or Priority Tax Claim of Internal Revenue Service are impaired. The Internal Revenue Service filed proof of claim number 5 in the total amount of $1,152,272.75 consisting of the secured amount of $461,870.28 and the priority amount of $690,402.47. The Debtor shall pay the Class 2 IRS Tax Claim in 8 equal semi-annual payments of $156,102.00 each commencing on the Effective Date and continuing by the 1st day of each subsequent sixth month anniversary (or the next Business Day if the 1st day is not a business day) with interest accruing at the annual rate of 4% or such lesser rate or payments as agreed to by the IRS. Notwithstanding anything to the contrary herein, Debtor shall pay the full Allowed Class 2 IRS Tax Claim within 60 months of the Filing Date unless otherwise agreed by the IRS. Class 3: Secured or Priority Tax Claim of the State of Florida Department of Revenue are impaired. The State of Florida Department of Revenue filed proof of claim number 11 in the priority amount of $327.87. The Debtor shall pay the Class 3 in full on the Effective Date. Class 4: Priority and Secured Tax Claims of Governmental Units are impaired. Debtor shall pay the Holder of an Allowed Class 4 Government Unit Tax Claim equal amortized monthly payments commencing on the Effective Date with interest accruing at the annual rate of 4% per annum or such higher rate as required by the Bankruptcy Code or such lesser rate agreed to by the particular governmental unit so that 100% of such Class 4 Governmental Unit Tax Claim shall be paid in full by the 60th month following the Filing Date unless extended by agreement of the applicable Holder of the Class 4 Governmental Unit Tax Claim. Class 5: 1st Priority Secured Claim of BFG Loan Holdings, LLC. Class 5 consists of the secured claim of BFG Loan Holdings, LLC. BFG holds a secured claim in the approximate amount of $2,918,685.31. The Class 5 Secured Claim is secured by a first priority lien. The Class 5 Secured Claim is evidenced by the UCC financing statements filed September 21, 2015 as UCC-1 Financing Statement 201505076550 recorded in the Florida Secured Transaction Registry. BFG shall retain its lien on the BFG Collateral to the same validity, priority and extent as it held on the petition date. Debtor has made significant post-petition adequate protection payments in the amount of $668,900 and anticipates making more prior to confirmation. The current amount due and owing as of filing this Disclosure Statement is $2,249,785.31 but the Debtor anticipates the total amount due and owing as of confirmation will be approximately $1,950,000.00. Class 7: Secured or Priority Claim of the Georgia Department of Labor are impaired. The Georgia Department of Labor holds a claim in the total amount of $8,905. The Debtor shall pay the Class 7 GDL Tax Claim in 48 equal monthly payments of $235.00 each commencing on the Effective Date and continuing by the 28th day of each subsequent month (or the next Business Day if the 28th day is not a business day) with interest accruing at the annual rate of 12% or such lesser rate or payments as agreed to by the GDL. Notwithstanding anything to the contrary herein, Debtor shall pay the full Allowed Class 7 GDL Tax Claim within 60 months of the Filing Date unless otherwise agreed by the GDL. Class 9: Interest Claims. All pre-petition Interests in Debtor shall be cancelled. Chris Chestnut shall receive 100% of the newly-issued stock in the Debtor upon the Effective Date in exchange for the payment of $25,000.00, which such funds shall be used to pay administrative expense claims and otherwise fund the operations and plan obligations of the Debtor. The $25,000.00 contribution by the principal of the Debtor shall constitute "new value." The source of funds for the payments pursuant to the Plan is the continued operation of the law firm operated by the Debtor. A full-text copy of the Disclosure Statement dated January 28, 2019, is available at https://tinyurl.com/y92za54h from PacerMonitor.com at no charge. About Chestnut Firm Chestnut Firm, LLC, is private law firm in Atlanta, Georgia. Chestnut Firm, LLC, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-56014) on April 9, 2018. In the petition signed by Christopher Chestnut, manager, the Debtor estimated up to $50,000 in total assets and $1 million to $10 million in total liabilities. Cameron M. McCord, Esq., at Jones & Walden, LLC, is the Debtor's counsel; and Bennett Thrasher, LLP, is the accountant. CHICAGO SURGICAL: May Use Cash Collateral Through Plan Confirmation ------------------------------------------------------------------- The Hon. LaShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a final order authorizing Chicago Surgical Clinic LTD to use cash collateral to pay post-petition expenses to third parties, to the extent set forth on the Budget plus 10% variance. The Debtor's use of cash collateral is authorized from Jan. 18, 2019 through plan confirmation. In return for the Debtors' continued interim use of cash collateral, First Bank and Trust (now known as Byline Bank) is granted the following adequate protection for their claimed secured interests in the cash collateral: (1) The Debtor will permit Byline Bank to inspect, upon reasonable notice, within reasonable hours, the Debtor's books and records; (2) The Debtor will maintain and pay premiums for insurance; (3) The Debtor will, upon reasonable request, make available to Byline Bank evidence of that which constitutes their collateral or proceeds; (4) The Debtor will properly maintain the Collateral in good repair and properly manage the Collateral; and (5) Byline Bank is granted replacement liens, attaching to the Collateral, but only to the extent of their pre-petition liens. The Debtor will also pay Byline Bank, on the first day of each month, all accrued unpaid interest calculated at 5% interest as set forth in the Note in the principal amount of $600,000 and will be at least $2,625. A full-text copy of the Final Order is available at http://bankrupt.com/misc/ilnb18-30089-55.pdf About Chicago Surgical Clinic Chicago Surgical Clinic LTD operates a surgical center in Arlington Heights, Illinois. The Clinic offers a full range of services, including general surgery, minimally invasive surgery, colorectal surgery, plastic surgery, endoscopy lab, pain management, hand surgery and podiatry. Chicago Surgical Clinic filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-30089) on Oct. 26, 2018. In the petition signed by Yelena Levitin, president, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Judge LaShonda A. Hunt oversees the case. Jeffrey Strange & Associates, led by founding partner Jeffrey Strange, is the Debtor's counsel. CIP INVESTMENT: Wichita Thorn Buying Wichita Property for $15M -------------------------------------------------------------- CIP Investment Properties, LLC, asks the U.S. Bankruptcy Court for the District of Kansas to authorize the private sale of interest in the real property and improvement located at 8200 and 8300 East Thorn Drive, Wichita, Kansas to Wichita Thorn, LLC for $14.65 million. The Debtor was formed in 1998 to acquire an ownership interest in the Property. It has a secured loan on the Property with Farm Bureau Life ("FBL"). FBL is further secured in all of the Debtor's assets including cash, inventory and accounts receivable. In 2012, Debtor and FBL were at odds regarding the status of the loan and payments. This occurred due in no small part to a dispute between Debtor and the largest tenant of the Property, Via Christi Health System, Inc. Negotiations between Debtor and FBL were unsuccessful and on July 17, 2012, the Debtor filed a Chapter 11 Bankruptcy, Case No. 12-21952-rdb11. The Debtor litigated the 2012 Bankruptcy to completion and on July 26, 2013, the Court confirmed the Debtor's Chapter 11 Plan. The Debtor's Plan proposed payment to six separate classes of Creditors including FBL which was designated as Class 3. FBL's secured claim was restructured into a claim with a principal balance of $15.4 million and an interest rate of 4.5%. The claim was for 60 months with a 30-year amortization schedule. Additionally, the Debtor and FBL contracted for a Lockbox Agreement where all rents payable to the Debtor were deposited into a Lockbox at Intrust Bank. FBL was allowed to deduct its principal and interest due along with taxes and insurance on a monthly basis. After this deduction, FBL would transfer the remaining funds to the Debtor for its use in its general business operations. The 60-month term of the reorganized claim is due to mature on Sept. 30, 2018. After the implementation of the Plan, the Debtor abided by all terms of the Plan. It also remained current with FBL throughout the 60-month term and abided by the Lockbox Agreement. Through the Lockbox facility the Debtor paid the FBL over $3 million in associated interest payments and reduced the principle amount by $1,431,302. The Debtor made substantial payments to other major claimants in the 2012 Bankruptcy including eliminating a second mortgage claim of $3.3 million owed to LNV and a priority property tax claim to Sedgwick County of approximately $2.9 million. In total, the Debtor reduced its obligations by $7.6 Million during the 60-month term approved by the Court. Since the filing of the instant Bankruptcy, the Debtor has been in active negotiations with several potential purchasers to sell the Property and liquidate its remaining assets. After exhaustive communications, the Debtor's management eventually focused its negotiations to the Buyer. On Jan. 14, 2019, representatives of the Debtor and the Buyer executed a Real Estate Contract for the purchase of the Property. The Contract outlines the Buyer's offer to purchase the Property from the Debtor for a price of $14.65 million. The execution and completion of the Contract and approval of the sale would result in the closure of the Debtor's operations. The Debtor asks that the Court approve its request to sell the Property through private sale as memorialized in the Contract. The sale will be free and clear of all liens, claim, interests and encumbrances, with such liens, claims, interests and encumbrances to attach to the proceeds of the sale of the assets. The Property is secured by a lien to FBL which is first in priority to all other creditors. Additionally, there are creditors who allege mechanic’s and judicial liens subordinate to FBL. The Debtors propose the following distribution of the $14.65 million sales price: a. Broker Fee to Denisoff - $293,000; b. United States Trustee fees - $140,000; and c. FBL - to Proof of Claim amount. This proposed distribution is the proper allocation of the sales proceeds for both the Debtor's business operations and for the creditors in the case. Due to FBL’s security interest, it must receive the majority of the sales proceeds. Upon information and belief, the total United States Trustee Fees Debtor will incur from this sale and subsequent payment to FBL will be approximately $140,000. The Debtor is requesting retention of this amount so that United States Trustee Fees may be paid promptly. Should there be any remaining sales proceeds from the sale, the Debtor will file the appropriate pleadings to distribute the proceeds amongst remaining creditors based upon their status as secured or unsecured creditors. As of the date of filing, the Property is currently leased by four tenants. The tenants are as follows: (i) AXA Equitable Life Insurance Company; (ii) Mid Kansas Physicians; (iii) Via Christi Health System, Inc.; and (iv) State Farm. As part of the Sale, the Debtor will assign these leases to the Buyer who will operate the Property as landlord. The Assignment of Leases is being prepared as a separate document for execution by the parties. Upon approval of the Motion, the closing of the sale and the entry of an Order Approving the Sale, the Debtor will formally reject the leases. The sale of the Property will result in the closure of the Debtor's business operations. Upon completion of the sale and after consultation with FBL and the United States Trustee's Office, the Debtor will either convert to a Chapter 7 or dismiss the case. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/CIP_Investment_133_Sales.pdf The Purchaser: WICHITA THORN, LLC Attn: Dan Carr 4706 Broadway, Suite 240 Kansas City, MO 64122 E-mail: dcarr@usfpco.com The Purchaser is represented by: Jay T. Shadwick, Esq. 9101 W. 110 St., Suite 200 Overland Park, KS 66210 E-mail: jshadwick@kc-dsdlaw.com 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 debt of $10 million to $10 million. Bradley D. McCormack, Esq., at The Sadler Law Firm, is the Debtor's bankruptcy counsel. On July 26, 2013, the Court confirmed the Debtor's Chapter 11 Plan. CLAYTON LOGOMASINI: $325K Sale of Weldon Springs Property Approved ------------------------------------------------------------------ Judge Charles E. Rendlen, III of the U.S. Bankruptcy Court for the Eastern District of Missouri authorized Clayton Logomasini's sale of 107 Rathfarnum, LLC's real property commonly known as 107 Rathfarnum Drive, Weldon Springs, Missouri, to Lauren Lacey, pursuant to their Residential Sale Contract, for $325,000. A hearing on the Motion was held on Jan. 29, 2019 at 10:00 a.m. The sale is free and clear of all Encumbrances. The terms and conditions of this order will be immediately effective and enforceable upon entry of the Order. The stay otherwise imposed by Bankruptcy Rule 6004(h) is waived. No later than two business days after the date of the entry of the Order, the Debtor will serve a copy of the Order and will file a certificate of service no later than 24 hours after service. Clayton Logomasini sought Chapter 11 protection (Bankr. E.D. Mo. Case No. 18-44312) on July 6, 2018. The Debtor is operating and managing his properties as a debtor in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. The Debtor tapped Armstrong Teasdale LLP as counsel. CMS FLORAL: March 7 Plan Confirmation Hearing --------------------------------------------- The Bankruptcy Court has conditionally approved the disclosure statement explaining CMS Floral Gallery, Inc.'s Chapter 11 plan. The Final Disclosure Statement and Confirmation hearing will be held on March 7, 2019 at 11:00 AM. Last day to object to confirmation is February 27. Ballots are also due by February 27. Class 3 - General Unsecured Claims will receive approximately five (35%) of their Allowed Claims pursuant to the Plan. Class 3 is impaired by the Plan. Class 4 - Equity Security Holders will not change as result of the Plan and Christine A. Dymkoski will continue to own 100% of the Debtor. The Debtor believes that profits over a full calendar year of between $11,000 and $12,000 is a reasonable estimate based on actual revenue and expense numbers during the reorganization proceeding and before. The Debtor is proposing to pay $9,000 per year to creditors not already being paid during the reorganization proceeding is absolutely feasible. The Debtor will use the additional $2,000 to $3,000 per year for unanticipated capital expenses. A full-text copy of the Disclosure Statement dated January 28, 2019, is available at https://tinyurl.com/yare6cee from PacerMonitor.com at no charge. About CMS Floral Gallery CMS Floral Gallery, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 18-21711) on April 30, 2018. In the petition signed by Christine A. Dymkoski, president, the Debtor estimated under $500,000 in assets and liabilities. The Debtor hired Christopher M. Frye, Esq., at Steidl and Steinberg, P.C., as counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. COCRYSTAL PHARMA: LSP Advisory Has 6.3% Stake as of Dec. 31 ----------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities and individual reported beneficial ownership of shares of common stock of Cocrystal Pharma, Inc. based upon 29,923,076 shares of Common Stock outstanding as of Nov. 6, 2018: Amount Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- LSP Life Sciences Fund N.V. 1,046,294 3.5% LSP Advisory B.V. 1,885,394 6.3% LSP Advisory Group B.V. 1,885,394 6.3% Marcus Wegter 1,885,394 6.3% LSP Life Sciences Fund N.V. is the record holder of 1,046,294 shares of Common Stock. LSP Advisory B.V. is the sole director of the LSP Life Sciences Fund N.V. and in that capacity may be deemed to beneficially own the shares held of record by LSP Life Sciences Fund N.V. In addition, LSP Advisory B.V. has the power to vote and dispose of 839,100 shares of Common Stock held in client accounts for which it serves as the investment advisor. LSP Advisory Group B.V. is the sole shareholder of LSP Advisory B.V., and Marcus Wegter is the director of LSP Advisory Group B.V. Therefore, each of LSP Advisory Group B.V. and Mr. Wegter may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by LSP Advisory B.V. A full-text copy of the regulatory filing is available for free at: https://is.gd/AK99xg About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a clinical stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication machinery of hepatitis viruses, influenza viruses, and noroviruses. The company is headquartered in Tucker, Georgia. Cocrystal Pharma reported a net loss of $613,000 on $0 of grant revenues for the year ended Dec. 31, 2017, compared to a net loss of $74.87 million on $0 of grant revenues for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $124.17 million in total assets, $13.27 million in total liabilities and $110.90 million in total stockholders' equity. The Company's auditors issued an audit opinion for the year ended Dec. 31, 2017 which contained what is referred to as a "going concern" opinion. BDO USA, LLP, in Seattle, Washington, noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. COLLISION EXPRESS: Files Chapter 11 Plan of Liquidation ------------------------------------------------------- Collision Express Holdings filed a Combined Disclosure Statement and Chapter 11 Plan of Liquidation. The Debtor is a limited partnership which owned a piece of real property with a long-term lease with a steady tenant. The real property was sold in this bankruptcy case and the long-term lease was transferred to the buyer at the sale. The Debtor's operations consisted of being the owner and a landlord for the real property. The tenant at the real property was Caliber Collision, which made a monthly rental payment equal to the amount due on the Debtor's mortgage and also paid for insurance and taxes. As a result, the Debtor has relatively few creditors. At the closing of the sale of the real property, all secured creditors, including Trustmark Bank, N.A., the Small Business Administration, and all judgment creditors were paid in full. The only remaining claims of the Debtor include: (i) administrative expense claims arising from this chapter 11 case ($65,000); (ii) a priority claim of the Internal Revenue Service ($41,391.47); and (iii) three general unsecured claims to Tom Bond ($12,792.40), Robert Clampett ($21,399.33) and Al Brende ($37,504.00). The remaining funds will be distributed to equity pursuant to the agreement between the partners of the Debtor regarding allocation. As part of this Plan of Liquidation, the equity interest holders have entered into a proposed compromise regarding the distribution of the remaining funds after payment of claims. The distribution proposed is different than the partners' ownership interests. Under the Plan of Liquidation, the partners of the Debtor will recover the following percentages of the remaining funds after payment of all creditors: -- Collision Express Management, LLC (General Partner) - 0% -- Gregory Ecklekamp (Limited Partner) -12.3% -- Al Brende (Limited Partner) - 68.5% -- Darius Denui and Janet Nicols (Limited Partner) - 18.3% -- Andrew Fitgerald (Limited Partner) 0.91% A full-text copy of the Disclosure Statement dated January 25, 2019, is available at https://tinyurl.com/y7dmnef3 from PacerMonitor.com at no charge. About Collision Express Holdings Collision Express Holdings, L.P., a Texas limited partnership, owns in fee simple a land and building commonly known as 23266 Northwest Freeway, Cypress, Texas, having an appraised value of $3.75 million. It previously sought bankruptcy protection on March 1, 2011 (Bankr. S.D. Tex. Case No. 11-31947). Collision Express Holdings filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-30356) on March 5, 2018. In the petition signed by Greg Eckelkamp, sole member, the Debtor disclosed $3.77 million in total assets and $2.61 million in total liabilities. Judge Christopher H. Mott presides over the case. The Debtor's counsel is E.P. Bud Kirk, Esq. The Court appointed Prime Capital Corp. as broker on May 7, 2018. COLORADO GOLDFIELDS: John Smiley Named Ch. 11 Trustee ----------------------------------------------------- The United States Trustee, Patrick S. Layng, appointed John C. Smiley as the Chapter 11 Trustee for Colorado Goldfields Inc. The appointment was made pursuant to an order from the U.S. Bankruptcy Court for the District of Colorado, dated February 1, 2019, directing the U.S. Trustee to appoint a Chapter 11 trustee for the Debtor. The Chapter 11 Trustee bond is initially set at $60,000.00. About Colorado Goldfields Lakewood, Colo.-based Colorado Goldfields Inc. is a mining exploration stage company engaged in the acquisition and exploration of mineral properties, primarily for gold, silver, zinc, copper and lead, and the milling and processing of ore from both owned and non-owned mining properties. The Company holds leases with an option to purchase the Brooklyn Mine and the King Solomon Mine. The Company has not generated revenue from mining operations. COMPLETION INDUSTRIAL: $115K Private Sale of 7.5-Acre Parcel Okayed ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Completion Industrial Minerals, LLC's private sale of a 7.5-acre parcel that includes the Polish Road Farm residence for at least $115,000. The price attributable to any adjoining real property to be sold as part of the Residential Property in excess of the listed 7.5 acreage parcel will be for an amount equal to at least $3,000/acre in excess of the Minimum Price. About Completion Industrial Minerals Completion Industrial Minerals, LLC -- http://www.ciminerals.com/ -- is a producer of northern alpha quartz proppants. It is a full-service provider of products and services from the quarry to the rail head at destination. Completion Industrial Minerals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-43208) on Aug. 1, 2017. In the petition signed by Thomas Giordani, its president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Russell F. Nelms oversees the case. Fishman Jackson Ronquillo PLLC is the Debtor's counsel. * * * Completion Industrial Minerals has moved for appointment of a Chapter 11 trustee to take over management of the estate. CIM says it does not have the cash resources to fund continued operations and its current management does not have particular expertise in bankruptcy restructuring matters. CON-NIC APARTMENTS: Cash Collateral Use Continued Through March 29 ------------------------------------------------------------------ The Hon. Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts authorized Con-Nic Apartments, LLC, to continue the use of cash collateral on an interim basis on the terms and conditions previously ordered through March 29, 2019. The Debtor is ordered to file, on or before March 22, 2019, an updated reconciled budget that includes actual and projected expenditures for October 2018 through March 15, 2019, as well as projections for April 2019. A hearing on the Debtor's further use of cash collateral is set for March 29, 2019 at 12:00 p.m. A copy of the Order is available at http://bankrupt.com/misc/mab18-41697-26.pdf About Con-Nic Apartments Con-Nic Apartments, LLC, owner of two apartment buildings in Gardner, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 18-41697) on Sept. 12, 2018. In the petition signed by Mark S. Dymek, member-manager, the Debtor estimated both assets and liabilities to be less than $1 million. Law Offices Of James Wingfield, led by principal James A. Wingfield, serves as counsel to the Debtor. CONFLUENCE ENERGY: Seeks Continued Access to Cash Until June 30 --------------------------------------------------------------- Confluence Energy, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado for continued use of cash collateral in accordance with the Budget for a three month period through June 30, 2019 on the same terms and conditions provided in the Final Cash Collateral Order. On Sept. 12, 2018, the Court entered its final order authorizing the Debtor's use of cash collateral ("Final Cash Collateral Order") which will end on the last day of the Budget filed together with the Cash Collateral Motion. The Budget filed is a six-month budget ending March 31, 2019. The Debtor continues to operate its business in the ordinary course and needs to use cash collateral to fund its ongoing business operations through both the Sale and Plan Process. In consultation with its primary secured creditor, US Bank, National Association (in its capacity as Bond Trustee), the Debtor is tasked to timely file the proposed Plan of Reorganization by Feb. 28, 2019 as required by the Cash Collateral Motion. At this time, it is anticipated that the Debtor will reorganize around the operations of the Walden Facility. In addition, a Motion -- to hire a commercial real estate broker and to approve the related listing agreement to list, market and assist with the sale of the Kremmling Facility -- is currently pending before the Court. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/cob18-17090-94.pdf About Confluence Energy Confluence Energy, LLC, manufactures wood pellet for residential and commercial heating use. Founded in 2008, the company provides multiple types of products using biomass materials for a variety of purposes. It is headquartered in Kremmling, Colorado. Confluence Energy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-17090) on Aug. 14, 2018. In the petition signed by Mark Mathis, managing member, the Debtor disclosed $11,204,345 in assets and $14,949,092 in liabilities. Judge Elizabeth E. Brown oversees the case. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CORRIDOR MEDICAL: PCO Files 1st Report -------------------------------------- Susan N. Goodman, the appointed Patient Care Ombudsman for Corridor Medical Services, Inc., filed with the U.S. Bankruptcy Court for Western District of Texas a first interim report on the patient care services of the Debtor. In this Report, the PCO worked with account manager leadership, Debtors’ counsel, and the U.S. Trustee regarding appropriate wording for a customer-directed notice letter in lieu of personal patient service pursuant to Rule 2015.1 of the Federal Bankruptcy Rules. PCO is working to understand what types of quality data are regularly available and tracked through the various IT systems for remote monitoring during the bankruptcy process. PCO will monitor the quantity and quality of customer complaint feedback for changes that could have a bankruptcy nexus and staff turnover given its importance to patient safety. Since the lab service line has experienced more bankruptcy-related strain, the PCO noted that additional site visits to that location may be necessary. Although the PCO did not observe care quality decline as contemplated by 11 U.S.C. Sec. 333(b), the PCO plans on keeping the maximum interval between site visits, shortening the interval if data monitoring suggests that a shorter visit interim cycle is prudent. A full-text copy of the First Interim Report is available for free at: http://bankrupt.com/misc/txwb18-11569-141.pdf About Corridor Medical Services Corridor Medical Services, Inc., provides mobile imaging and laboratory diagnostic services. It offers digital x-ray, ultrasound, EKG, and lab services to nursing homes, hospice centers, assisted living facilities, clinics, surgery centers, home-bound patients, and any place with patients who are restricted to travel. Corridor Medical Services and its affiliates Correctional Imaging Services, LLC and CMMS Lab LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case Nos. 18-11569 to 18-11571) on Nov. 30, 2018. Corridor Medical Services estimated up to $50,000 in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. The cases are assigned to Judge Tony M. Davis. Barron & Newburger, PC, is the Debtors' counsel. CROSSROAD FAMILY: Eden 9 Buying Green Township Property for $3M --------------------------------------------------------------- West 70 Corp., and Stephenson Family Farms, Inc., formerly known as Stephenson Family Limited Partnership ("SFFI"), and Crossroads Family Farms Facilities, LLC, ask the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the private sale of approximately 435 acres of row-crop farm and appurtenant land in Green Township, Hancock County, Indiana, to Eden 9, LLC for $3,041,479. The Debtors own or have a beneficial interest in the Real Property. The Real Property also includes grain storage facilities, equipment storage buildings, and a cell phone tower, which is leased out to a third party. The Real Property is owned by one or more the Debtors. Some is held by West 70 and SFFI as tenants in common. The Real Property (it is all located in Hancock County, Indiana at or nearby the Debtors' farming operations and the residence Brad and Stacey Stephenson and Todd and Christy Stephenson) generally is grouped as follows: A. West 70: 202.37 total acres; used in row crop farming operations; contains hog barn, single family home and cell tower; B. SFFI: 137.467 total acres; used in row crop farming operations; C. West 70/SFFI (TIC): 89.83 total acres; used in row crop farming operations; D. Facilities: nominal acres; N 300 E Greenfield, In.; grain storage facilities tract; and E. Facilities: 6.37 acres; 1016 E 700 N; equipment storage buildings/bins/tanks. The Debtors propose to sell the Real Property free and clear of any liens and claims of any and every kind or nature whatsoever. They ask authority to assume and assign the lease of the cell phone tower to the proposed Buyer. The Debtors entered into an Agreement to Purchase Real Estate, whereby they agreed to sell the Real Property to the Buyer for $3,041,479. The parties have no legal, familial, or financial connection. Some of the members of the Purchasers are adjoining land owners. As part of the terms of the Agreement, the Debtors will be permitted to continue to farm the Real Property for five years after closing of the contemplated sale, thus permitting the Stephensons to "stay on the land" and continue to farm their family farm. The Agreement further provides the Debtors and related individuals with the option to repurchase the Real Property back during the five-year period after the closing. The contingencies of the sale are standard for such transactions and include good title and the Purchasers obtaining financing. The Purchasers are purchasing the Real Property "as-is." The closing costs to be paid by the Debtors as part of the purchase are anticipated to be standard for such transaction and nominal (real property taxes are current). The anticipated net proceeds due the estate are close to the full purchase price. The Debtors are requesting that net proceeds at closing be paid to Lender Bank, which has a first (and only) lien on the Real Property. Informal marketing of Real Property has occurred and has been ongoing for some time -- at least since these cases were filed. The Debtors have received a number of offers on all or a portion of the Real Property. The Debtors received a total of six bona fide offers. The average price per farm acre of those offers was $6,418. The offer of the Purchaser is $6,857 per farm acre. In addition, the Agreement provides for the sale of all the Facilities land, which none of the other offers provided. The Debtors presume that the most benefit will accrue to the Debtors, the creditors and the Lender by the sale of as much of the Real Property as possible (to reduce the debt of the Lender, for whom the entire Real Property is collateral). The Debtors also sought "comps" from the auctioneer it hired to, at one point, sell part of the Real Property and a local realtor. Those comps came back at $7,031 per farm acre. With the costs of an auction (the auctioneer hired in the case was charging 3.5%), the price of such property would be less ($6,785 per farm acre). That figure is also less than what Purchasers are paying. The Agreement -- critically -- provides the Debtors the benefit of "staying on the land" by virtue of the lease back and repurchase option. All the debt of the Debtors has been fully disclosed in their schedules. After a diligent search, including reviewing title work and ﬁled claims and the Debtors’ records, the Debtors, upon information and belief, assert the following are the only mortgages, liens, charges, interests in and encumbrances on the Real Property: A. A mortgage from SFFI in favor of the Lender, dated Aug. 14, 2015, and recorded on Aug. 21, 2015, as Instrument No. 201508190 in Hancock County, Indiana, and then re-recorded to correct the legal description on Nov. 13, 2015, as Instrument No. 201511369 in Hancock County, Indiana, and ﬁnally, as modified by the modification from SFFI to the Lender dated April 30, 2016, and recorded on May 16, 2016, as Instrument No. 201604554 in Hancock County, Indiana. The Debtors do not have a payoff amount from the Lender, but upon information and belief that amount will be no less than $7 million, which will continue to accrue interest as well as additional attorney fees and expenses. B. A mortgage from West 70 in favor of Lender, dated Aug. 14, 2015, and recorded on Aug. 21, 2015, as Instrument No. 201508165 in Hancock County, Indiana, and then modiﬁed by the modiﬁcation from West 70 to Lender dated April 30, 2016, and recorded on May 16, 2016, as Instrument No. 201604556 in Hancock County, Indiana. C. A mortgage from the Debtors in favor or Lender, dated Aug. 14, 2015, and recorded on Aug. 21, 2015, as Instrument No. 201508179 in Hancock County, Indiana, and then modiﬁed by the modification from the Debtors to Lender dated April 30, 2016, as Instrument No. 201604553 in Hancock County, Indiana. D. A mortgage from the Debtors in favor or Lender, dated Aug. 14, 2015, and recorded on Aug. 21, 2015, as Instrument No. 201508179 in Hancock County, Indiana, and then modiﬁed by the modiﬁcation from the Debtors to Lender dated April 30, 2016, as Instrument No. 201604553 in Hancock County, Indiana. E. A mortgage from Facilities to Lender dated Aug. 14, 2015 and recorded with the Hancock County, Indiana recorder on Aug. 21, 2015 as Document numbered 201508169, which mortgage was modiﬁed by virtue of a modiﬁcation of mortgage dated April 30, 2016. There may be covenants and restrictions that run with the land. The Debtors are not seeking to sell free and clear of any such covenant or restriction. They're requesting authority to allow Lender to be paid at any closings or closing without the need of further Court hearing or order. It is in the best interests of the estate to pay Lender’s claims as soon as possible. The Debtors also ask that if no objections are ﬁled or pending at the time of hearing on the Motion, that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Crossroad_Family_143_Sales.pdf About Crossroad Family Farms Crossroad Family Farms, GP -- http://www.crossroadsff.com/-- is a privately held company in the crops farming business. Crossroad Family Farms filed its petition for relief under Title 11, Chapter 11 of the United States Code on Aug. 23, 2018. In the petition signed by Bradley Stephenson, authorized signatory, the Debtor disclosed $1,888,697 in total assets and $7,506,694 in total liabilities. The Hon. James M. Carr oversees the case. Jeffrey M. Hester, Esq. at Hester Baker Krebs LLC, represents the Debtor. CRUISING GUIDE: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- Cruising Guide Publications, Incorporated requests the U.S. Bankruptcy Court for the Middle District of Florida to authorize the Debtor's use of cash collateral in accordance with the budget. Since any cash collateral generated by the Debtor may constitute the cash collateral of TD Bank, N.A., the Debtor seeks authority to use cash, accounts receivable and other income derived from its operations to fund its operating expenses and costs of administration for the duration of the chapter 11 case in order to maintain its business, maximize the return on its assets, and to otherwise avoid irreparable harm and injury to its estate. In order to ensure that the Debtor operates effectively throughout the bankruptcy proceeding, the Debtor also requests permission to: (a) exceed any line item on the budget by an amount equal to 10% of each such line item; or (b) to exceed any line item by more than 10% so long as the total of all amounts in excess of all line items for the Budget do not exceed 10% in the aggregate of the total budget. The Debtor believes TD Bank, N.A. may claim a blanket lien in the approximate amount of $50,319.91, against all of the Debtor's assets. As adequate protection for the use of cash collateral, the Debtor offers TD Bank the following: (a) A postpetition replacement lien to the same extent, validity and priority as existed prepetition; (b) The right to inspect its collateral on 48-hour notice, provided that said inspection does not interfere with the operations of the Debtor; and (c) Copies of monthly financial documents generated in the ordinary course of business and other information as TD Bank reasonably requests with respect to the Debtor's operations. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-10689-28.pdf About Cruising Guide Publications Cruising Guide Publications, Incorporated, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10689) on Dec. 13, 2018. In the petition signed by Simon P. Scott, vice president / manager, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The Debtor tapped Buddy D. Ford, PA, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CS360 TOWERS: April 10 Plan Confirmation Hearing ------------------------------------------------ The Bankruptcy Court has set April 10, 2019, at 10:00 a.m., Pacific Time, as the time and date for the hearing to determine whether the Chapter 11 Plan proposed by Bradley Sharp, in his capacity as Chapter 11 Trustee for the estate ofCS360 Towers, LLC, has been accepted by creditors holding the requisite number and dollar amount of Claims and whether the other requirements for confirmation of the Plan have been satisfied. Class 1 - Unsecured Claims (Impaired): Allowed Claims of Unsecured Creditors not entitled to priority will be entitled to pro rata disbursements of the Initial Distribution on the Initial Distribution Date (no later than 90 days after the Effective Date), and shall thereafter be entitled to pro rata disbursements of the Subsequent Distributions on the Subsequent Distribution Dates (no later than 180 days after the Initial Distribution Date, then in intervals no greater than 180 days thereafter). The final Subsequent Distribution Date shall occur no later than 730 days after the Effective Date. Class 2 - Passi's Alleged Secured Claim (Impaired): The Trustee believes that an adversary proceeding is required in order for the Passi Claim to be allowed as a lien or equitable lien on funds of the Estate in the amount of the Elvidge Settlement Proceeds, and/or to determine that such proceeds are Passi's cash collateral. If such an adversary proceeding is filed, and a final order of the court determines that Passi holds a lien or equitable lien on funds of the Estate in the amount of the Elvidge Settlement Proceeds, and/or that such proceeds are Passi's cash collateral, then Passi's Claim shall be treated as a secured claim in the amount of such final order, and the Trustee shall disburse to Passi funds in the amount of such secured claim. Passi shall also have 21 days after entry of such final order to assert an Administrative Claim in an amount equal to the demonstrated diminution in value, if any, of such collateral resulting from the Trustee's use of the Elvidge Settlement Proceeds. If no such adversary proceeding or Administrative Claim is filed, then the Passi Claim shall be treated as a general unsecured claim. Class 4 - Subordinated Unsecured Claims (Impaired): Each holder of a claim that has been designated as a Subordinated Unsecured Claim by the Bankruptcy Court shall receive a pro rata distribution only if there are funds remaining after all claims in Classes l, 2A, 2B, 2C, and 3 have been paid in full. Class 5 - Mark D. Chisick, Co-Trustee of the Chisick Family Trust's Subordinated Unsecured Claim (Impaired): Pursuant to the Court's September 26, 2018 order approving the stipulation between Mark D. Chisick, Co-Trustee of the Chisick Family Trust and the Chapter 11 Trustee, Mark D. Chisick, Co-Trustee of the Chisick Family Trust shall receive a distribution on account of his claim only if there are funds remaining after all claims in Classes l, 2A, 2B, 2C, 3, and 4 have been paid in full. Class 6 - Membership Interest Holders (Impaired): The holders of the Allowed Claims in this class -- consisting only of holders of membership interests in the Debtor -- shall retain their membership interests in the Debtor. Each membership interest holder (the Debtor's three Shareholders) shall receive a pro rata distribution (based on their percentage membership interest in the Debtor) only if there are funds remaining after all claims in Classes 1, 2A, 2B, 2C, 3, 4, and 5 have been paid in full. Because the Plan will pay claims pro-rata, and the Debtor will be liquidated, there will be no restructuring program or business plan. To the extent projections or feasibility are at issue in a liquidating plan, creditors can note that the amount of cash on hand (made up of cash in the bank, plus additional net sale proceeds from upcoming unit sales) will be distributed pro-rata. A full-text copy of the Disclosure Statement dated January 25, 2019, is available at https://tinyurl.com/y7v5mym9 from PacerMonitor.com at no charge. About CS360 Towers, LLC CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. The Debtor tapped Stephan M. Brown, Esq., at the Bankruptcy Group, P.C., as counsel. Bradley Sharp was appointed as Chapter 11 Trustee for the estate of CS360 Towers, LLC pursuant to order of the court dated March 15, 2017. The assets of the estate include condominium units (both residential and commercial) in the building located at 500 N Street, Sacramento, California, and various claims and causes of action. CUKER INTERACTIVE: HLF WIns Bid for Summary Judgment vs A. Atalla ----------------------------------------------------------------- In the case captioned HENRY LAW FIRM, Plaintiff, v. CUKER INTERACTIVE, LLC and ADEL ATALLA, Defendants, Case No. 5:18-CV-5066 (W.D. Ark.), District Judge Timothy L. Brooks granted Henry Law Firm's motion for summary judgment as to Adel Atalla but deferred at to Cuker Interactive, LLC. Cuker's and Atalla's motion to stay entire case is denied; and Atalla's counter-motion for summary judgment is denied. The Court denied Defendants' joint request to stay the case as to Atalla. The Court could, if it chose, stay the case if it determined it was necessary to promote judicial efficiency, or perhaps to avoid conflicting outcomes in the overall administration of justice. Here, however, the Court finds that the administration of justice would be utterly thwarted by staying the case against Atalla. The Court finds as a matter of law that Atalla is legally bound as personal guarantor of Cuker's debt to HLF--the amount of which has already been deemed reasonable by this Court in a separate judicial proceeding and cannot be disturbed pursuant to the doctrine of judicial estoppel. As Atalla has no basis to argue that a genuine, material dispute of fact exists as to either his liability on the debt or the amount of the debt, it serves no purpose to delay this decision until after Cuker's bankruptcy concludes. However, the Court finds that this ruling against Atalla does not operate as a ruling against Cuker at this time; instead, the Court intends to take up the matter of Cuker's liability if and when the bankruptcy stay is lifted. Because Cuker filed for bankruptcy before its response to HLF's Motion for Summary Judgment was due, the Motion against Cuker is not ripe. Accordingly, the Court defers ruling on HLF's Motion for Summary Judgment as it pertains to Cuker and will take it up again if and when the stay is lifted, and only after Cuker is afforded an opportunity to file a response to the motion. HLF's motion against Atalla and Atalla's counter-motion against HLF have been fully briefed and are ready for decision. First of all, it is clear the legal services contract to which HLF, Cuker, and Atalla were parties is unambiguous and constitutes a legally binding guaranty that Atalla would personally assume responsibility for Cuker's debts under the contract. There is no dispute that the contract is unambiguous, as both HLF and Atalla acknowledge this very point in their briefing to the Court. Atalla, however, believes that the personal guaranty contained within the contract fails to bind him as a matter of law because it does not specify any terms, separate and apart "from those of the principal obligation." He asserts that a guaranty must have its "own terms," but he does not specify what terms, exactly, should have been included in the agreement, but weren't. He also fails to explain why the terms that do appear in the agreement and refer specifically to the guaranty are insufficient to explain the nature and extent of that legal obligation. Instead, he asks the Court to simply conclude that "the one reference to Atalla as guarantor in the first paragraph, and a signature block identifying Atalla as `individual guarantor'" are not "distinct" enough terms to create a valid personal guaranty. Examining the legal services contract at issue in this case reveals that Atalla is defined as the "guarantor" of Cuker's legal services debt to HLF. The Court is unaware of what further "terms" must be set forth explicitly in the contract to make that obligation enforceable. The face of the contract itself reveals that Atalla manifested his understanding that his guaranty was a separate obligation, distinct from the principal obligation. He signed the contract twice: once on behalf of Cuker as President of the company, and a second time as the personal guarantor of Cuker's debts. Critically, Atalla does not contend on summary judgment that he lacked capacity to enter into the contract, that he signed the contract under duress or undue influence, or that the contract was the product of fraud. His argument about the enforceability of the guaranty is therefore frivolous, and his apparent regret at having personally vouched for Cuker does not undermine the legal force of his guaranty. Atalla is collaterally liable to HLF for Cuker's legal services debts in the Walmart case. With respect to Atalla's collateral attack on HLF's billing rates and individual billing entries, the Court emphasizes that it already scrutinized these bills, and in ruling on Cuker's own petition for fees in the Walmart case already determined that HLF's request for attorney's fees was reasonable. Atalla's post-hoc critique of the bill is a transparent act of bad faith. It is a last-ditch attempt to delay paying the bill until after the appeal of the Walmart case has concluded. Atalla's avoidance measures end today. A copy of the Court's Memorandum Opinion and Order dated Jan. 4, 2019 is available at https://bit.ly/2ShwYA9 from Leagle.com. Henry Law Firm, Plaintiff, represented by Tim Cullen -- tim@cullenandcompany.com -- Cullen & Co. PLLC & Christy Comstock -- Christy@walescomstock.com -- Wales & Comstock. Cuker Interactive, LLC & Adel Atalla, Defendants, represented by Deborah A. Wolfe, Wolfe Legal Group, PC, Lloyd W. Kitchens, III, Brad Hendricks Law Firm & Brian P. Worthington, Wolfe Legal Group, PC. About Cuker Interactive Cuker Interactive -- https://www.cukeragency.com/ -- is a digital marketing, design, and eCommerce agency growing brands in today's connected world. Cuker Interactive, LLC, based in Carlsbad, CA, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 18-07363) on December 13, 2018. Michael D. Breslauer, Esq., at Solomon Ward Seidenwurm & Smith, LLP, serves as bankruptcy counsel to the Debtor. In the petition signed by CEO Aaron Cuker, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. CUSTOM AIR DESIGN: Allowed to Use Cash Collateral on Interim Basis ------------------------------------------------------------------ The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida authorized Custom Air Design, Inc., to use cash collateral on an interim basis as set forth in the Interim Order. The Debtor may use cash collateral to pay for the expenses and costs of administration incurred by the Debtor in accordance with the budget, with the exception of CPA fees and Legal fees, which will be subject to further order of the Court. The Debtor will not exceed any line item on the Budget by an amount exceeding 10% of each such line item. Wells Fargo will retain its lien on the Cash Collateral to the extent and priority that it held properly perfected prepetition security interests in such Cash Collateral. Such security interests and liens will be subordinate to all payments due to the Clerk of the Court and/or the U.S. Trustee pursuant to 28 U.S.C. Sec. 1930. During the Interim Cash Collateral Period, the Debtor will (a) pay Wells Fargo Bank, N.A. adequate protection on a monthly basis in the amount of $3,192 for Loan #26 and $968.75 for Loan #42, which will be due on the 1st day of each month during the pendency of the Debtor's case or until further order of the Court. (b) maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Wells Fargo, with appropriate endorsements naming Wells Fargo as loss payee as required by the terms thereof. (c) provide Wells Fargo with reasonable and prompt access to all personal property collateral securing Wells Fargo's claims so as to allow Wells Fargo appraisers to evaluate the collateral upon at least ten business days advance notice and in a fashion so as to not interrupt the business operations of the Debtor. The Court will hold a further hearing on the Debtor's use of cash collateral on March 26, 2019 at 1:30 p.m. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/flsb18-23754-55.pdf About Custom Air Design Custom Air Design, Inc., is an air conditioning contractor in Wellington, Florida. Custom Air Design sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23754) on Nov. 5, 2018. In the petition signed by Robert Anderson, president, the Debtor disclosed $416,521 in assets and $1,445,051 in liabilities. Judge Mindy A. Mora oversees the case. The Debtor tapped Sue Lasky, PA, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. DESERT LAND: Sher Creditors Object to 2nd Amended Plan Outline -------------------------------------------------------------- The Sher Creditors object to the Second Amended Disclosure Statement filed by Debtors Desert Land, LLC, Desert Oasis Apartments, LLC, Desert Oasis Investments, and SkyVue Las Vegas, LLC, in support of their Second Amended Joint Plan of Reorganization. The Creditors point out that the Second Amended Disclosure, Debtors state, "the Sher Creditors have filed two motions for relief from the final judgment entered by the district court, the first motion was denied. The Creditor further point out that the second motion is still being briefed." This statement is factually inaccurate, as the Sher Creditors only filed one motion for relief from the Judgment, the Creditors note. More importantly, this statement fails to apprise creditors, the Creditors add. According to the Creditors, the March 2018 FFCL is only mentioned in passing in the Second Amended Disclosure, while Debtors indicate that the March 2018 FFCL and the Judgment entered in the State Court Action on August 7, 2018 are subject to an appeal, the Creditors assert that the Debtors neglect to mention any of the issues raised by the Sher Creditors in the 2018 Appeal. According to the Creditors that in the Second Amended Disclosure, Debtors cite to one paragraph of a Findings of Fact and Conclusions of Law entered in the State Court Action on March 1, 2017 to support the proposition that DLLA "has been designated to act for the Aspen Creditors. The Creditor complain this is a misapplication of the state district court's holding, which was merely a conclusion that under NRS 645B.340, DLLA as the majority interest holder is authorized to modify the subject loan on behalf of all beneficiaries." The Creditors point out that the Second Amended Disclosure fails disclose the fact that the Judgment and March 2018 FFCL may be vacated (or at least reversed in part) by the state district court and/or may be voided if the Nevada Supreme Court holds in favor of the Sher Creditors on one or more issues on appeal. The Creditors complain that the Debtors' inch-by-inch additions to their disclosure statements is clearly part of a strategy to stall the proceedings in this matter, rather than rewarding Debtors' gamesmanship by affording Debtors more time to present a slightly-improved but still incomplete disclosure and another iteration of what ultimately will be an un-confirmable plan. The Creditors assert that the Debtors must be required to disclose the precise amount of the offsets purportedly due to insiders, the basis for Debtors' purported liability to its insiders, and the assets of the insiders which are available to satisfy the $50 million in debt owed to Debtors. Attorneys for the Sher Creditor: Michael N. Feder, Esq. Joel Z. Schwarz, Esq. Gabriel Blumberg, Esq. DICKINSON WRIGHT PLLC 8363 West Sunset Road, Suite 200 Las Vegas, NV 89113-2210 Tel: (702) 550-4400 Fax: (844) 670-6009 Email: mfeder@dickinson-wright.com jschwarz@dickinson-wright.com gblumberg@dickinson-wright.com About Desert Land On April 30, 2018, Tom Gonzales commenced an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against Desert Land, LLC. The petitioning creditor was Bradley J. Busbin, as trustee of the Gonzales Charitable Remainder Unitrust One. Jamie P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP represents the Trustee. The court ordered the conversion of the Chapter 7 case to a case under Chapter 11 on June 28, 2018 (Bankr. D. Nevada, Lead Case No. 18-12454). The Debtor's affiliates are Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and Skyvue Las Vegas LLC. Schwartzer & McPherson Law Firm serves as the Debtors' counsel. Curtis Ensign, PLLC, is the special litigation counsel. DISCOVERORG LLC: Moody's Assigns B3 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service assigned B3 Corporate Family Rating and B3-PD Probability of Default Rating to DISCOVERORG, LLC in connection with the company's recently issued credit facilities to fund an acquisition, as well as refinance its prior capital structure. Concurrently, Moody's assigned a B2 rating to DiscoverOrg's $965 million first lien senior secured credit facility ($100 million revolver and $865 million term loan), and a Caa2 rating to the $370 million second lien term loan. The ratings outlook is stable. The proceeds from the new debt issuance, along with $215 million Series A Perpetual PIK Preferred Stock (not rated by Moody's) were used to finance the acquisition of ZoomInfo, DiscoverOrg's largest competitor, refinance the company's existing capital structure, and pay transaction fees and expenses. The company's new $100 million revolving credit facility was expected to be undrawn at closing. Moody's assigned the following ratings to DISCOVERORG, LLC: --- Corporate Family Rating at B3 --- Probability of Default Rating at B3-PD --- Gtd $100 million senior secured first lien revolving credit facility due 2024 at B2 (LGD3) --- Gtd $865 million senior secured first lien term loan due 2026 at B2 (LGD3) --- Gtd $370 million senior secured second lien term loan due 2027 at Caa2 (LGD5) --- Outlook at Stable RATINGS RATIONALE The B3 CFR incorporates Moody's expectation for very high pro forma debt-to-EBITDA leverage (Moody's adjusted and including expensing all capitalized software development costs) of over 10.0 times at closing to decline to below 8.0 times over the next 12-18 months through strong double-digit revenue growth and after achieving acquisition synergies. Despite a meaningful increase in scale, the combined company will have a small revenue base and a narrow operating scope providing customer contact databases to help sales, marketing and recruiting professionals generate leads. The DiscoverOrg product guarantees 95% data-accuracy and fully integrates into several leading customer relationship management (CRM) and marketing systems. Following the close of the acquisition, the company will have data on over 100 million contacts. The rating also incorporates the risk of integrating a large acquisition, expectation for modest free cash flow over the next 12-15 months and potentially aggressive financial policies under private equity ownership. The barriers to entry are relatively low given the presence of large and small sales intelligence data providers, however DiscoverOrg's contributory data validation model and its network effects provide the company with a competitive advantage. DiscoverOrg's customers include large enterprise clients with a significant presence in technology and telecom sectors, most of whom have renewed their subscriptions for many years. The acquisition will allow DiscoverOrg to broaden its customer base and coverage by accelerating its entry into recruiting, international and SMB. Customer concentration is low but approximately 60% of the pro forma annual contract value (ACV) is generated from technology and telecommunications verticals. DiscoverOrg's ratings are also supported by the company's highly predictable and recurring annual subscription-based revenues, with historically strong net retention rates. Favorable trends in marketing automation and increased penetration through cross and upselling opportunities with the combined company's customer base expected to drive strong revenue growth of about 20% over the next 24 months. Moody's expects DiscoverOrg to maintain adequate liquidity over the next 12-15 months. Sources of liquidity consist of a cash balance of approximately $16 million at the close of the transaction, expectations for modest annual free cash flow of $5-10 million, before annual mandatory term loan amortization of $8.7 million, paid quarterly and access to a $100 million revolving credit facility (undrawn at closing) due 2024. The revolver has a springing consolidated first lien leverage covenant of 7.65x that will be triggered when borrowings exceed 35% of availability. There is no financial maintenance covenant applicable to the term loan. Moody's does not expect the covenant to be triggered over the near term, and believes there is ample cushion with the covenant based on its projected earnings levels for the next 12-15 months. The B2 rating assigned to the first lien credit facility, one notch above the company's B3 CFR, reflects its senior position in the capital structure relative to the $370 million second lien term loan. The first lien senior secured debt is positioned ahead of the second lien term loan and unsecured trade claims and operating leases that provide loss absorption support. The Caa2 rating assigned to the second lien term loan, two notches below the company's B3 CFR reflects its junior position in the capital structure behind the substantial amount of first lien debt. The revolver and term loans are supported by guarantees and assets pledges from all material wholly owned domestic restricted subsidiaries. The revolver and term loans will also have a guarantee from DiscoverOrg Midco, LLC, which is an intermediate holding company. Moody's expects DiscoverOrg Midco, LLC to be the audited entity. The stable ratings outlook reflects Moody's expectation for annual organic revenue growth of around 20%, timely achievement of acquisition synergies and that the company's credit metrics will improve over the next 12-18 months such that debt-to-EBITDA (Moody's adjusted) will trend towards 8.0 times. Moody's also anticipates that DiscoverOrg will maintain adequate liquidity, including generating modest free cash flow and maintaining meaningful capacity under the revolving credit facility. While unlikely in the near-term, the ratings could be upgraded if (1) revenue size is increased meaningfully; (2) the company's debt-to-EBITDA (Moody's adjusted) will remain below 6.0 times; (3) free cash flow as a percentage of debt is sustained in the high single digit range; and (4) exhibits prudent financial policies. Alternatively, a downgrade would be considered if (1) the company's revenue and earnings growth is less than anticipated leading Moody's to expect negative free cash flow; (2) customer retention rates deteriorate; (3) unable to achieve acquisition synergies and translate them into higher EBITDA, in a timely manner; (4) debt-to-EBITDA (Moody's adjusted) remains above 8.0 times; or (5) liquidity deteriorates for any reason. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Vancouver, WA, DiscoverOrg, LLC is a subscription-based B2B sales and marketing and intelligence data company that allows sales and marketing professionals to gain access to accurate firmographic data, company contacts, organizational charts, technology and real time projects on their target accounts. Moody's expects the combined company to generate revenues of over $200 million in 2018. DiscoverOrg is majority owned by TA Associates, the Carlyle Group, and 22C Capital. DITECH HOLDING: Case Summary & 40 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Ditech Holding Corporation 3000 Bayport Drive, Suite 985 Tampa, FL 33607 Business Description: The Debtors, together with their non-Debtor subsidiaries, operate as an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. For more than 50 years, the Debtors have offered a wide array of loans across the credit spectrum for its own portfolio and for government-sponsored enterprises, government agencies, third-party securitization trusts, and other credit owners. They originate and purchase residential loans through consumer, correspondent and wholesale lending channels that are predominantly sold to GSEs and government entities. The Debtors also operate two complimentary businesses: (i) asset receivables management and (ii) real estate owned property management and disposition. The Debtors' business was established in 1958. For more information, visit http://www.ditechholding.com. Chapter 11 Petition Date: February 11, 2019 Fourteen affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Ditech Holding Corporation (Lead Case) 19-10412 Green Tree Credit LLC 19-10411 DF Insurance Agency LLC 19-10413 Ditech Financial LLC 19-10414 Green Tree Credit Solutions LLC 19-10415 Green Tree Insurance Agency of Nevada, Inc. 19-10416 Green Tree Investment Holdings III LLC 19-10417 Green Tree Servicing Corp. 19-10418 Marix Servicing LLC 19-10419 Mortgage Asset Systems, LLC 19-10420 REO Management Solutions, LLC 19-10421 Reverse Mortgage Solutions, Inc. 19-10422 Walter Management Holding Company LLC 19-10423 Walter Reverse Acquisition LLC 19-10424 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtors' Counsel: Sunny Singh, Esq. Ray C. Schrock, P.C. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: sunny.singh@weil.com ray.schrock@weil.com Debtors' Investment Banker: HOULIHAN LOKEY CAPITAL, INC. 10250 Constellation Blvd., 5th Floor, Los Angeles, California 90067 Debtors' Financial Advisor: ALIXPARTNERS 909 Third Avenue, New York New York 10022 Tel: 490-2500 Attn: David Johnston Clayton Gring James Nelson Debtors' Claims, Noticing, and Solicitation Agent: EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue, 12th Floor New York, New York 10017 https://dm.epiq11.com/#/case/DIT/info Total Assets as of Sept. 30, 2018 (on a consolidated basis for Debtor and non-Debtor affiliates.): $12,335,007,000 Total Debts as of Sept. 30, 2018 (on a consolidated basis for Debtor and non-Debtor affiliates): $12,279,825,000 The petition was signed by Kimberly Perez, senior vice president and chief accounting officer. A full-text copy of Ditech Holding's petition is available for free at: http://bankrupt.com/misc/nysb19-10412.pdf Consolidated List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ISGN Solutions Inc. Trade Debt $1,531,484 Attn.: E. Rock Primas 2330 Commerce Park Drive, NE, Suite 2 Palm Bay, Florida 32905 Tel: (609) 932‐4712 Email: rock.primas@isgnsolutions.com Black Knight Tech Solutions Trade Debt $1,458,204 Attn.: Darlene Ledet 601 Riverside Avenue Jacksonville, FL 32204 Tel: (904) 854‐3153 Email: darlene.ledet@bkfs.com Servicelink Trade Debt $1,222,945 Attn.: Joe Greve 9600 Reserve Run Brecksville, Ohio 15108 Tel: (216) 374‐1888 Email: joe.greve@svclnk.com Corelogic Tax Services LLC Trade Debt $1,155,282 Attn.: Tom Blauvelt 4 First American Way Santa Ana, California 92707 Tel: (512) 977‐3716 Email: tblauvelt@corelogic.com Safeguard Properties Mgmt. LLC Trade Debt $1,150,138 Attn.: Gregory Sharp 7887 Safeguard Cir. Valley View, Ohio 44125 Tel: (216) 739‐2900 Email: gregory.sharp@safeguardproperties.com Tata Consultancy Services Ltd. Trade Debt $1,135,384 Attn.: Prashant Panghal 379 Thornall Street Edison, New Jersey 08837 Tel: (732) 986‐6921 Email: prashant1.p@tcs.com Cognizant Technology Solutions Trade Debt $1,023,481 Attn.: Janine Lj Durham 2512 Dunlap Avenue Phoenix, Arizona 32905 Tel: (602) 315‐0481 Email: janine.durham@cognizant.com Corelogic Information Solutions Trade Debt $800,585 Attn.: Tom Blauvelt 4 First American Way Santa Ana, California 92707 Tel: (512) 977‐3716 Email: tblauvelt@corelogic.com Black Knight Financial Services Trade Debt $586,915 Attn.: Darlene Ledet 601 Riverside Avenue Jacksonville, Florida 32204 Tel: (904) 854‐3153 Email: darlene.ledet@bkfs.com Verizon Business Trade Debt $555,663 Attn.: Lona Gruebele 22001 Loudoun County Pkwy Ashburn, Virgina 20147 Tel: (612) 805‐1034 Email: lona.j.gruebele@verizon.com Nationwide Title Clearing Inc. Trade Debt $554,418 Attn.: Debbie Lastoria 2100 Alt 19 North Palm Harbor, Florida 34683 Tel: (727) 771‐4000 Email: debbie_lastoria@nwtc.com NCP Solutions LLC Trade Debt $492,500 Attn.: Tom Hart 5200 East Lake Boulevard Birmingham, Alabama 35217 Tel: (205) 421‐7254 Email: thart@ncpsolutions.com Pegasystems Inc. Trade Debt $480,180 Attn.: Kirk Faustman One Rogers Street Cambridge, Massachusetts 02142 Tel: (617) 777‐3229 Email: kirk.faustman@pega.com Padgett Law Group Professional $471,337 Attn.: Timothy D. Padgett Services 6267 Old Water Oak Road, Suite 203 Tallahassee, Florida 32312 Tel: (850) 422‐2520 Email: accounting@padgettlaw.net McCalla Raymer Leibert Pierce LLC Trade Debt $462,992 Attn.: Michael Allgood 1544 Old Alabama Road Roswell, Georgia 30076 Tel: (770) 643‐7202 Email: michael.allgood@mccalla.com RAS Crane LLC Professional $446,268 Attn.: John Crane Services 10700 Abbott's Bridge Road; Suite 170 Duluth, Georgia 30097 Tel: (972) 757‐1486 Email: jcrane@rascrane.com Locke Lord LLP Professional $443,666 Attn.: Lori Barton Services 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 Tel: (214) 740‐8000 Email: lori.barton@lockelord.com Ellie Mae Inc. Trade Debt $347,728 Attn.: John Coppa 4420 Rosewood Drive, Suite 500 Pleasanton, CA 94588 Tel: (925) 227‐2060 Email: john.coppa@elliemae.com Quattro Direct LLC Trade Debt $342,006 Attn.: Dan Lawler 200 Berwyn Park, Suite 310 Berwyn, Pennsylvania 19312 Tel: (610) 993‐0070 Email: dlawler@quattrodirect.com KML Law Group PC Professional $332,535 Attn.: Lisa Lee Services 701 Market Street, Suite 5000 Philadelphia, Pennsylvania 19106 Tel: (215) 627‐1322 Email: llee@kmllawgroup.com Phelan Hallinan LLP Professional $305,245 Attn.: Jay Jones Services 1617 JFK Blvd., Suite 1400 Philadelphia, Pennsylvania 19103‐1814 Tel: (215) 563‐7000 Email: jay.jones@phelanhallinan.com Insight Direct/ Datalink Trade Debt $300,279 Attn.: Michael Schmidt 6820 South Harl Avenue Tempe, Arizona 85283 Tel: (651) 260‐4017 Email: Michael.schmidt@insight.com TCS America Trade Debt $297,383 Attn.: Prashant Panghal 379 Thornall Street Edison, New Jersey 08837 Tel: (732) 986‐6921 Email: prashant1.p@tcs.com Robertson Anschutz & Schneid PL Professional $290,502 Attn.: Eric L. Bronfeld Services 6409 Congress Avenue, Suite 100 Boca Raton, Florida 33487 Tel: (561) 241‐6901 Email: arcollections@rasflaw.com American Bankers Insurance Trade Debt $285,213 Attn.: Michelle Griffith 11222 Quail Roost Drive Miami, Florida 33157 Tel: (305) 253‐2244 Email: michelle.griffith@assurant.com Indecomm Holdings Inc. Trade Debt $284,830 Attn.: Teddi Horan 205 Regency Executive Park Drive, Suite 500 Charlotte, North Carolina 28217 Tel: (215) 962‐7212 Email: teddi.horan@indecomm.net Wells Fargo Bank N.A Trade Debt $271,624 Attn.: Holly Monday 420 Montgomery Street San Francisco, California 94104 Tel: (703) 865‐7740 Email: holly.monday@wellsfargo.com Newcourse Communications Inc. Trade Debt $270,000 Attn.: Valerie Griffin 5010 Linbar Dr., Ste. 100 Nashville, Tennessee 37211 Tel: (615) 921‐6656 Email: valerie.griffin@newcoursecc.com Xome Valuation Services Trade Debt $249,474 Attn.: Allen Illgen 444 East Washington Street Indianapolis, Indiana 46204 Tel: (612) 207‐4012 Email: allen.illgen@assurant.com Rean Cloud LLC Trade Debt $240,667 Attn.: Rupa Vasireddy 2201 Cooperative Way #250 Herndon, Virginia 20171 Tel: (844) 377‐7326 Email: rupa@reancloud.com US Real Estate Services Inc. Trade Debt $233,284 Attn.: Becca Nottberg 25520 Commerce Centre Drive; 1st Floor Lake Forest, California 92630 Tel: (949) 206‐5353 Email: becca.nottberg@res.net Operational Excellence Trade Debt $231,378 Attn.: Tony Galluzzo 19712 MacArthur Blvd., Suite 110 Irvine, California 92612 Tel: (949) 988‐7229 Email: tgalluzzo@ca‐usa.com US Bank Trust NA Trade Debt $230,809 Att.: Kirk Larson 300 East Delaware; 8th Floor Wilmington, Delaware 19809 Tel: (651) 466‐5666 Email: kirk.larson1@usbank.com Wolfe & Wyman LLP Professional $228,398 Attn.: Stuart B. Wolfe Services 11811 N. Tatum, Suite 3031 Phoenix, Arizona 85028‐1621 Tel: (602) 953‐0100 Email: sbwolfe@wolfewyman.com Five Brothers Mortgage Servs Trade Debt $224,947 Attn.: Dawn Whiteaker 12220 E. 13 Mile Road; Suite 100 Warren, Missouri 48093 Tel: (586) 354‐2017 Email: dawnrw@fiveonline.com Servicelink Default Title & Closing Trade Debt $218,298 Attn.: Joe Greve 1355 Cherrington Parkway Moon Township, Pennsylvania 15108 Tel: (216) 374‐1888 Email: joe.greve@svclnk.com Level 3 Communications LLC Trade Debt $209,330 Attn.: Timothy McGraw 600 W. Chicago Avnue, Suite 325 Chicago, Illinois 60654 Tel: (612) 392‐7364 Email: timothy.mcgraw@level3.com Xome Field Services LLC Trade Debt $206,077 Attn.: Allen Illgen 444 East Washington Street Indianapolis, Indiana 46204 Tel: (612) 207‐4012 Email: allen.illgen@assurant.com RAS Boriskin LLC Trade Debt $202,336 Attn.: Sara Borskin 900 Merchants Concourse Westbury, New York 11590 Tel: (516) 280‐7675 Email: sboriskin@rasboriskin.com ISGN Corporation Trade Debt $200,850 Attn.: E. Rock Primas 2330 Commerce Park Drive, NE, Suite 2 Palm Bay, Florida 32905 Tel: (609) 932‐4712 Email: rock.primas@isgnsolutions.com DITECH HOLDING: Has $1.9 Billion of DIP Financing While in Ch. 11 ----------------------------------------------------------------- Ditech Holding Corporation on Feb. 11 said that it, along with certain of its subsidiaries including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., has entered into a Restructuring Support Agreement with certain lenders holding more than 75% of Ditech Holding's term loans. The RSA provides for a restructuring of the Company's debt while the Company continues to evaluate strategic alternatives. Under the RSA, the Company will pursue a recapitalization that deleverages its capital structure by extinguishing over $800 million in corporate debt, and a liquidity enhancing transaction that includes an appropriately sized working capital facility at emergence. As contemplated by the RSA, the Company simultaneously continues to consider a broad range of options, including but not limited to potential transactions such as a sale of the Company and/or a sale of all or a portion of the Company's assets, as well as potential changes to the Company's business model. To facilitate this financial restructuring, the Company filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The Company and its employees remain focused on providing homeowners with the right home financing solutions and the same high-quality service they have come to expect from its businesses. Thomas F. Marano, President and Chief Executive Officer of Ditech, said, "Since we completed a recapitalization last February, we have made important progress on our strategic initiatives and our expense management efforts. However, as a result of market challenges that have continued to accelerate and pressure our business, we must take further action. We intend to use this process to restructure our balance sheet and help us meet our obligations. We will continue to evaluate a broad range of options with the goals of maximizing value and creating the best path forward for our business. We are pleased to have the support of our lenders in this process." Mr. Marano added, "As we move forward, we remain firmly committed to our mission of serving customers through the homeownership journey. I want to thank our employees for their continued dedication to serving our customers. Our people will continue to be the driving force behind our success." $19-Bil. DIP Loan In connection with the court-supervised process, Ditech has received commitments for up to $1.9 billion in debtor-in-possession ("DIP") financing to support its operations during the Chapter 11 process. On February 8, 2019, the Company, as guarantor, along with its wholly-owned subsidiaries Ditech Financial and Reverse Mortgage Solutions, Inc., entered into a commitment letter with Barclays Bank PLC as Administrative Agent and as Buyer and Nomura Corporate Funding Americas, LLC as Buyer, regarding the terms of certain master warehouse refinancing facilities, which, if approved by the Court, will provide the Company up to $1.9 billion in available warehouse financing. Proceeds of the DIP Facilities are intended to refinance RMS' and Ditech Financial's existing warehouse and servicer advance facilities and to fund Ditech Financial's and RMS' continued business operations, providing the necessary liquidity to the Debtors to implement the Restructuring. Specifically, under the DIP Facilities: (i) up to $650 million will be available to fund Ditech Financial's origination business, (ii) up to $1.0 billion will be available to RMS, and (iii) up to $250 million will be available to finance the advance receivables related to Ditech Financial's servicing activities. In addition, the lenders under the DIP Facilities have agreed to provide Ditech Financial, through the pendency of the Chapter 11 Cases, up to $1.9 billion in trading capacity for Ditech Financial to hedge its interest rate exposure with respect to the loans in Ditech Financial's loan origination pipeline. The entry into the DIP Facilities will be subject to certain conditions precedent, including: (a) Ditech Financial's and RMS' continued status as an approved issuer and servicer with the GSEs and/or Ginnie Mae, as applicable; (b) no material disruption of claim payments on FHA insured loans; and (c) the entry by the Court of an interim order approving the DIP Facilities of the Company. The DIP Facilities will contain customary representations and warranties, covenants, and events of default, including compliance with milestones and restrictions on any asset sales outside of the ordinary course of business unless the DIP Facilities are paid in full in cash. Ditech has filed a number of customary first day motions with the Bankruptcy Court that, among other things, seek authorization to continue the operations of the Company in the ordinary course of business. The Company expects to receive court approval for these requests. About Ditech Holding Corporation Ditech Holding and its subsidiaries -- http://www.ditechholding.com/-- are an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. Based in Fort Washington, Pennsylvania, the Company has approximately 3,300 employees and services a diverse loan portfolio. Ditech Holding incurred a net loss of $426.9 million in 2017 following a net loss of $833.9 million in 2016. As of Sept. 30, 2018, Ditech Holding had $12.33 billion in total assets, $12.27 billion in total liabilities, and $55.18 million in total stockholders' equity. Ditech Holding Corporation and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million.. Weil, Gotshal & Manges LLP is acting as legal counsel, Houlihan Lokey is acting as investment banking debt restructuring advisor and AlixPartners LLP is acting as financial advisor to the Company in connection with the financial restructuring. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP is acting as legal counsel and FTI Consulting Inc. is acting as financial advisor to the Consenting Term Lenders. DITECH HOLDING: Moody's Cuts Corp. Family Rating to Ca ------------------------------------------------------ Moody's Investors Service has downgraded Ditech Holding Corporation's (DiTech) ratings: Corporate Family Rating, downgraded to Ca from Caa2 Senior Secured Bank Credit Facility, downgraded to Ca from Caa2 Outlook, no outlook assigned revised from negative Moody's has also withdrawn the outlooks on DiTech's corporate family and senior secured bank credit facility ratings for its own business reasons. RATINGS RATIONALE On February 11, 2019, Ditech Holding Corporation and certain of its direct and indirect subsidiaries filed for chapter 11 bankruptcy. In addition, the company disclosed that it had entered into a restructuring support agreement on February 8th with lenders holding, more than 75% of the loans and commitments outstanding under its senior secured term loan. Currently, the outstanding balance on the senior secured term loan is $961 million. Pursuant to the Restructuring Support Agreement, the consenting term lenders and the Company have agreed to the principal terms of a financial restructuring of the Company, which will be implemented through a prearranged plan of reorganization under chapter 11 of the bankruptcy code and which provides for the restructuring of the indebtedness of the Company through a recapitalization transaction that is expected to reduce gross corporate debt by over $800 million. The Restructuring Support Agreement also provides for the continuation of the Company's prepetition marketing process whereby, as a potential alternative to the implementation of the reorganization transaction, any and all bids for the Company or its assets will be evaluated as a precursor to confirmation of any chapter 11 plan of reorganization. The downgrades reflect the proposed loss content of between 35% to 65% that the restructuring support agreement envisions. Given the uncertain outcome of the bankruptcy process, no outlook has been assigned. The Ca rating of the senior secured bank credit facility reflects our notching analysis which incorporates its priority of claim and strength of asset coverage. An upgrade is unlikely until the company exits from bankruptcy. Upon completion, DiTech's ratings would likely be upgraded if the bankruptcy follows the contours of the current restructuring proposal as the company's leverage will significantly decline. The ratings could be downgraded if the terms of the restructuring are revised in a way that worsens senior secured lenders' expected loss or if the bankruptcy proceedings last for an extended period of time. The principal methodology used in these ratings was Finance Companies published in December 2018. DOMINO ONE: Seeks to Hire Valuation Source as Appraiser ------------------------------------------------------- Domino One, LLC seeks authority from the U.S. Bankruptcy Court for the District of Nevada to hire an appraiser. The Debtor proposes to employ Valuation Source to prepare an appraisal report for its properties located at: (1) 6845 Historic Legacy Ct., Las Vegas, Nevada; (2) 6704 Indian Chief Dr., Unit 201, Las Vegas, Nevada; (3) 1405 S. Nellis Blvd., Unit 2115, Las Vegas, Nevada; (4) 4675 Basilicata Ln., Unit 104, North Las Vegas, Nevada; and (5) 3961 Danny Melamed Ave., Unit 102, Las Vegas, Nevada. Valuation Source will charge a flat fee of $600 to prepare an appraisal report for each property or a total of $3,000. Valuation Source is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Andrew J. Johnson Valuation Source 5510 S. Fort Apache Rd Las Vegas, NV 89148 Phone: 702-496-9923 Fax: 888-261-3292 Email: andrew@valuationsourcenv.com About Domino One Domino One, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-15409) on Sept. 10, 2018. In the petition signed by Ronald D. Harris, managing member, the Debtor disclosed $869,000 in assets and $1,231,331 in liabilities. Marilyn A. Caston, Esq., at Nevada Family Law Group, LLC, is the Debtor's bankruptcy counsel. E & J MACON: Modifies Treatment of Admin, D. Bonifacio Claims ------------------------------------------------------------- E & J Macon LLC, 1596 Pacific Realty LLC, 1049 Bergen Realty LLC, and 401 Macon Realty LLC, filed a second amended joint disclosure statement for their proposed joint plan of reorganization. The substantive changes in this latest plan affect the description and treatment of the Bonifacio Claim and disputed administrative claims. The changes are as follows: With the exception of Claim No. 10 filed by Dionicio Bonifacio against 401 Macon Realty (the "Bonifacio Claim"), the Debtors will, as of the Effective Date, reserve the amount of disputed administrative claims and pay such claim to the extent allowed pursuant to the Disputed Claims procedure. With respect to the Bonifacio Claim, Mr. Bonifacio, on August 20, 2018, commenced a state law personal injury action against (i) 401 Macon Realty LLC, as the owner of 401 Macon Street alleging that Mr. Bonifacio sustained personal injuries on June 29, 2018 while working as a laborer at 401 Macon Street under the employ of Platinum Builders, Inc., and (ii) Platinum Builders Inc., his employer. The State Court Action was stayed as a result of these Bankruptcy Cases. No answer has been filed by the Debtors. On Jan. 25, 2018, counsel for the Debtors made demand upon counsel for Mr. Bonifacio, pursuant to Bankruptcy Rule 9011(c), to withdraw the Bonifacio Claim. In the event that the Bonafacio Claim is not withdrawn, the Debtors intend to seek sanctions against Bonafacio and his counsel. Debtors object to the Bonifacio Claim in its entirety and will seeks disallowance of the claim. Debtors propose the following alternative treatment of the Bonifacio Claim. First, Debtors have demanded that the Bonifacio Claim be withdrawn and 401 Macon Realty be dismissed from the State Court Action. Second, to the extent it is necessary under State Law for 401 Macon Realty to remain as a nominal defendant in the State Court Action, (i) Bonifacio shall withdraw the Bonicaio Claim; (ii) Debtors will consent to an order modifying the automatic stay to permit the State Court Action to proceed with 401 Macon Realty as a nominal defendant; (iii) Debtor 401 Macon Realty will cooperate in providing such discovery as may be reasonable and necessary regarding the subject of the State Court Action; and (iv) any damages which may be awarded Plaintiff attributable to the actions or conduct of any Debtor shall be recoverable solely from Platinum Builders and only to the extent of any available non-Debtor insurance coverage. Third, in the event that Bonifacio does not agree to either of the above alternatives, Debtors will file an objection to the Bonifacio Claim and seek an order of this Court pursuant to Bankruptcy Code §502(c) estimating the claim for purposes of treatment under the Plan. Debtors will also commence appropriate proceedings against Platinum Builders to enforce rights as an additional insured and pursuant to hold harmless agreements with Platinum Builders. As Debtors anticipate that the Bonifacio Claim will be estimated at zero or a nominal amount and that any damages shall be paid by Platinum Builders and/or Platinum Builders' insurance coverage, Debtors do not propose to reserve any amount for such claim do not propose to pay any amount on account of such claim. In addition, to the extent that the Bonifacio Claim is not withdrawn, Debtors will seek sanctions against Bonifacio and his counsel for filing a false proof of claim and unreasonably and vexatiously multiplying the proceedings in this case. The filing and continued prosecution of the Bonifacio Claim presents a material risk to the reorganization and will cause substantial irreparable damages to the Debtors, property of the estate and creditors. A copy of the Second Amended Disclosure Statement is available at https://is.gd/Cxd1CQ from Pacermonitor.com at no charge. About E & J Macon E & J Macon LLC is a closely-held limited liability company in Brooklyn, New York, engaged in leasing real estate properties. It does not presently own assets or operate a business, but commonly owned entities 1049 Bergen Realty LLC, 1596 Pacific Realty LLC, and 401 Macon Realty LLC, own and operate three properties commonly known as 1596 Pacific Street, Brooklyn, N.Y.; 1049 Bergen Street, Brooklyn, N.Y.; and 401 Macon Street, Brooklyn, N.Y., which are multi-family and mixed use building. E & J Macon filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 18-40321) on Jan. 19, 2018. In the petition signed by Ervin Johnson, Jr., managing member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Nancy Hershey Lord presides over the case. Jay Teitelbaum, Esq., at Teitelbaum Law Group, LLC, serves as the Debtor's bankruptcy counsel. E & J MACON: Seeks Court Approval of 2nd Amended Plan Outline ------------------------------------------------------------- According to a notice, Debtors E & J Macon LLC and affiliates will present to the Court a proposed order approving their second amended disclosure statement establishing Feb. 28, 2019 at 11:30 a.m. as the date for the hearing on the confirmation of the second amended plan, and the Feb. 21, 2019 as the deadline for filing objections to confirmation of the second amended plan. The notice also states that that the material changes to the Amended Disclosure Statement address the treatment of administrative claims filed after the date of the Amended Disclosure Statement and principally with respect to Claim No. 10 filed by Dionicio Bonifacio on Jan. 24, 2019 against 401 Macon Realty LLC in the amount of $20 million. About E & J Macon E & J Macon LLC is a closely-held limited liability company in Brooklyn, New York, engaged in leasing real estate properties. It does not presently own assets or operate a business, but commonly owned entities 1049 Bergen Realty LLC, 1596 Pacific Realty LLC, and 401 Macon Realty LLC, own and operate three properties commonly known as 1596 Pacific Street, Brooklyn, N.Y.; 1049 Bergen Street, Brooklyn, N.Y.; and 401 Macon Street, Brooklyn, N.Y., which are multi-family and mixed use building. E & J Macon filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 18-40321) on Jan. 19, 2018. In the petition signed by Ervin Johnson, Jr., managing member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Nancy Hershey Lord presides over the case. Jay Teitelbaum, Esq., at Teitelbaum Law Group, LLC, serves as the Debtor's bankruptcy counsel. EDWARD M. YAMBO: Caremed Primary Buying Assets for $250K -------------------------------------------------------- Edward M. Yambo MD, PC, asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the private sale of assets to Caremed Primary and Urgent Care, P.C. pursuant to their Agreement of Purchase and Sale of Medical Practice Assets, for $250,000. The Debtor believes ample business justification exists to approve the proposed sale of the Assets. It, with the assistance of its professionals, has been marketing the Assets since the Petition Date. The Buyer came forward with the highest and best offer for the Assets as well as the ability to continue operations so as to provide uninterrupted service to existing patients. The Buyer also has the financial wherewithal to finance the transaction and the ability to obtain the necessary regulatory approvals in order to continue operations. The Debtor has proposed the sale of the Assets after thorough consideration of viable alternatives. Ultimately, it has concluded that the sale to the Buyer is in the best interests of the creditors of the estate as well as the patients served. The salient terms of the APA are: a. Buyer: Caremed Primary and Urgent Care, P.C. b. Assets: (i) all of the patient lists maintained by the Seller and its employees at the Office; (ii) all of the electronic patient charts and records maintained by the Seller and its employees at the Office; (iii) the following telephone and facsimile numbers utilized by the Seller: Telephone: (631) 968-0800 and Fax: (631) 665-0816; (iv) all of the furniture, equipment and supplies owned by the Seller at the Office; (v) the Lease; and (vi) all office-related software and transferable and applicable licenses, except medical practice license in the name of Seller, Good Will, Covenant not to compete, Supplies and instruments. c. Purchase Price: $250,000) payable as follows: (i) Edwardo M. Yambo MD, PC - $215,000 - $75,000 Certified Check; and $140,000 to be paid in 35 monthly installments; and (ii) PracticePro (Billing Company holding Electronic Patient Record) - $35,000 Certified Check d. The Seller will assign, and Buyer will assume, the Lease. e. The sale of the Assets to the Buyer will not be subject to higher and better offers. f. The Seller represents and warrants to the Buyer: (i) the Seller is the lawful owner of and in actual possession of the Assets; (ii) the Seller has all requisite power and authority to enter into and consummate the APA and the transactions contemplated; (iii) the Seller has good and marketable title to the Assets being sold and transferred hereunder and all of such Assets are free and clear of all liens, mortgages, pledges, security interests, conditional sale agreements, encumbrances and charges whatsoever, and no third-party person or entity has any ownership interest in or any rights of any kind in or to any of the Assets; (iv) there are no disputes ongoing or known between the Seller and any of its employees, independent contractors or agents and all compensation and fringe benefits owed by the Seller to its employees, independent contractors and/or agents have been paid by the Seller or will be paid by the Seller in full by the Closing Date or as soon as possible thereafter; (v) the Seller warrants that the employment contracts for current employees at the Seller's Bayshore Office as of the Closing Date; (vi) the patient lists and Records being purchased and/or transferred under the APA are true and accurate and have not been copied, disclosed or otherwise revealed to any third parties as of the Closing Date, other than as required by law or regulation, and the Seller will not maintain any such information or Records (or copies thereof) and has not and will not encourage or otherwise assist any third party in doing so; and (vii) as of the Closing Date, the equipment sold will be in good working condition. g. The Buyer represents and warrants: (i) it has all requisite power and authority to enter into and consummate the APA; (ii) the APA is valid, binding, and legally enforceable against the Buyer in accordance with its terms; (iii) the execution and performance of the APA by the Buyer will not violate any provision of law, will not (with or without the giving of notice and/or the passage of time) conflict with or result in any breach of any of the terms or conditions of, or constitute a default under any indenture, mortgage, agreement or other instrument to which the Buyer is a party or by which the Buyer is bound. h. Closing Date: The date upon which the sale and purchase of the Assets pursuant to the APA will be completed transferring legal ownership of those rights to the Buyer. i. The APA is the subject to the approval by the Bankruptcy Court on notice to all creditors and parties-in-interest. The Sale Proceeds will be used by the Seller in compliance with the Bankruptcy Code and any orders of the Bankruptcy Court, including the payment of Chapter 11 administrative obligations. Upon information and belief, the Landlord consents to the assumption pursuant to the terms of the APA by the Debtor and assignment to the Buyer. The Debtor is asking that the Court waives the 14-day stay provided under Bankruptcy Rule 6004(h). A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Edward_Yambo_32_Sales.pdf About Edward M. Yambo MD PC Edward M. Yambo MD, PC, is a New York Corporation providing medical services to the community. It operates from its premises located at 41 Brentwood Road, Bay Shore, New York 11706. Edward M. Yambo MD, PC, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 18-74496) on July 3, 2018, on an exigent basis to preserve a settlement agreement with the Internal Revenue Service. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Alan S. Trust oversees the case. The Law Offices of Gabriel Del Virginia is the Debtor's counsel. EDWARD M. YAMBO: Proposes $250K Private Sale of Assets to Caremed ----------------------------------------------------------------- Edward M. Yambo MD, PC filed with the U.S. Bankruptcy Court for the Eastern District of New York a notice of its proposed private sale of assets to Caremed Primary and Urgent Care, P.C. pursuant to their Agreement of Purchase and Sale of Medical Practice Assets, for $250,000. The objection deadline is Feb. 13, 2019 at 4:00 p.m. The Debtor believes ample business justification exists to approve the proposed sale of the Assets. It, with the assistance of its professionals, has been marketing the Assets since the Petition Date. The Buyer came forward with the highest and best offer for the Assets as well as the ability to continue operations so as to provide uninterrupted service to existing patients. The Buyer also has the financial wherewithal to finance the transaction and the ability to obtain the necessary regulatory approvals in order to continue operations. The Debtor has proposed the sale of the Assets after thorough consideration of viable alternatives. Ultimately, it has concluded that the sale to the Buyer is in the best interests of the creditors of the estate as well as the patients served. The salient terms of the APA are: a. Buyer: Caremed Primary and Urgent Care, P.C. b. Assets: (i) all of the patient lists maintained by the Seller and its employees at the Office; (ii) all of the electronic patient charts and records maintained by the Seller and its employees at the Office; (iii) the following telephone and facsimile numbers utilized by the Seller: Telephone: (631) 968-0800 and Fax: (631) 665-0816; (iv) all of the furniture, equipment and supplies owned by the Seller at the Office; (v) the Lease; and (vi) all office-related software and transferable and applicable licenses, except medical practice license in the name of Seller, Good Will, Covenant not to compete, Supplies and instruments. c. Purchase Price: $250,000) payable as follows: (i) Edwardo M. Yambo MD, PC - $215,000 - $75,000 Certified Check; and $140,000 to be paid in 35 monthly installments; and (ii) PracticePro (Billing Company holding Electronic Patient Record) - $35,000 Certified Check d. The Seller will assign, and Buyer will assume, the Lease. e. The sale of the Assets to the Buyer will not be subject to higher and better offers. f. The Seller represents and warrants to the Buyer: (i) the Seller is the lawful owner of and in actual possession of the Assets; (ii) the Seller has all requisite power and authority to enter into and consummate the APA and the transactions contemplated; (iii) the Seller has good and marketable title to the Assets being sold and transferred hereunder and all of such Assets are free and clear of all liens, mortgages, pledges, security interests, conditional sale agreements, encumbrances and charges whatsoever, and no third-party person or entity has any ownership interest in or any rights of any kind in or to any of the Assets; (iv) there are no disputes ongoing or known between the Seller and any of its employees, independent contractors or agents and all compensation and fringe benefits owed by the Seller to its employees, independent contractors and/or agents have been paid by the Seller or will be paid by the Seller in full by the Closing Date or as soon as possible thereafter; (v) the Seller warrants that the employment contracts for current employees at the Seller's Bayshore Office as of the Closing Date; (vi) the patient lists and Records being purchased and/or transferred under the APA are true and accurate and have not been copied, disclosed or otherwise revealed to any third parties as of the Closing Date, other than as required by law or regulation, and the Seller will not maintain any such information or Records (or copies thereof) and has not and will not encourage or otherwise assist any third party in doing so; and (vii) as of the Closing Date, the equipment sold will be in good working condition. g. The Buyer represents and warrants: (i) it has all requisite power and authority to enter into and consummate the APA; (ii) the APA is valid, binding, and legally enforceable against the Buyer in accordance with its terms; (iii) the execution and performance of the APA by the Buyer will not violate any provision of law, will not (with or without the giving of notice and/or the passage of time) conflict with or result in any breach of any of the terms or conditions of, or constitute a default under any indenture, mortgage, agreement or other instrument to which the Buyer is a party or by which the Buyer is bound. h. Closing Date: The date upon which the sale and purchase of the Assets pursuant to the APA will be completed transferring legal ownership of those rights to the Buyer. i. The APA is the subject to the approval by the Bankruptcy Court on notice to all creditors and parties-in-interest. The Sale Proceeds will be used by the Seller in compliance with the Bankruptcy Code and any orders of the Bankruptcy Court, including the payment of Chapter 11 administrative obligations. Upon information and belief, the Landlord consents to the assumption pursuant to the terms of the APA by the Debtor and assignment to the Buyer. The Debtor is asking that the Court waives the 14-day stay provided under Bankruptcy Rule 6004(h). A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Edward_Yambo_34_Sales.pdf About Edward M. Yambo MD PC Edward M. Yambo MD, PC, is a New York personal corporation in the business of medical service. Its office is located at 41 Brentwood Road Bay Shore, New York. Edward M. Yambo MD sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-74496) on July 3, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Alan S. Trust oversees the case. The LAW OFFICES OF GABRIEL DEL VIRGINIA serves as counsel to the Debtor. FCH MCKINNEY: Seeks Interim Authority to Use Cash Collateral ------------------------------------------------------------ FCH McKinney Senior Homes, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to use cash collateral on an emergency interim basis in the amounts listed and for the purposes disclosed on the Budget. The Debtor has an immediate and continuing need to use cash and its inventory from the sale of its building lots and houses to operate its business after it pays its respective lienholders. To protect the Estate against unexpected variances and to minimize the need for additional motions and hearing, the Debtor requests that it be permitted a 10% variance for each Budget item for each period (weekly during the Interim Period and monthly during the Final Period). The Debtor believes the following entities may assert interest in cash collateral: (a) The Debtor's largest, senior, secured lender is Veritex Bank, with a first lien against 36 lots and 2 houses. As of the Petition Date, the Debtor was indebted to Veritex Bank in the approximate amount of over $2,225,444. (b) The Debtor's second largest secured lender is Star Creek Company, Inc. with a second lien against 36 lots. As of the Petition Date, the Debtor owed Star Creek approximately $1,032,711. (c) Texas Bank is a secured lender with a first lien mortgage of approximately $220,000 against the home at 3713 Creek View Drive, McKinney, Texas. (d) The Debtor owes McKinney Independent School District/City of McKinney/Collin County/Collin County CCD real estate taxes of approximately $133,000. The Debtor believes that Veritex Bank and other Secured Creditors will be adequately protected because: (i) the Debtor's usage of cash collateral from the sale of Debtor's lots and houses will lead to increased cash collateral to pay the operating expenses set forth by the Budget and pay down the amounts owed to the other secured creditors -- therefore increasing collateral as a whole; and (ii) the Debtor's usage of cash collateral will protect, preserve, maintain, safeguard, and enhance the secured creditors' collateral by avoiding a loss of interests. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txeb18-42734-23.pdf About FCH McKinney Senior Homes FCH McKinney Senior Homes, LLC, operates an assisted living facility in Dallas, Texas. FCH McKinney filed as a Domestic Limited Liability Company in the State of Texas on April 10, 2013, according to public records filed with Texas Secretary of State. FCH McKinney filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-42734) on Dec. 3, 2018. In the petition signed by Kent C. Conine, manager, the Debtor disclosed less than $50,000 in assets and less than $10 million in estimated liabilities. The Debtor is represented by Larry Kent Hercules, Esq., at Larry K Hercules, Attorney At Law. FLORIDA COSMETOGYNECOLOGY: March 21 Plan Confirmation Hearing ------------------------------------------------------------- The Bankruptcy Court has approved the amended disclosure statement explaining Florida Cosmetogynecology, PLLC's plan of reorganization. The Confirmation Hearing will be held on March 21, 2019 at 01:30 PM. Objections to Confirmation and ballots are due March 7. Deadline for Filing Report of Proponent and Confirmation Affidavit is March 18. Class 3 - General Unsecured Creditors will receive total payment of $1,191.38, which will pay 100% of the allowed general unsecured claims. The Plan proposes to pay the general unsecured creditors $238.28 every year for five (5) years. Class 3 is impaired and may vote on the plan. Class 1 - Secured Creditor Bizfi Funding will receive total payment of $23,050.60 over the five-year plan. The Plan proposes to pay Bizfi Funding $1,152.56 every quarter of the year for five (5) years. Class 1 is impaired and may vote on the plan. Funds to be used to make payments under the Plan to Class 1 and Class 2 creditors will be made out of the future income of the Debtor. The Class 2 creditor will be paid by the Debtor's President and sole equity holder, Joel Borgella, M.D. Dr. Borgella has agreed to personally make the five yearly payments to the unsecured creditor of $238.28 per year for a total of $1,191.38, each payment to provide new value and in exchange for the re-vesting of the shares of the company so that Dr. Borgella will retain his 100% pre-petition equity interest in the Debtor post-petition. To the extent that the Debtor wishes to prepay any amounts due under the Plan from exempt assets or other third party sources, the Debtor reserves the right to do so without penalty and to seek the entry of a final decree closing this case. A full-text copy of the Disclosure Statement dated January 28, 2019, is available at https://tinyurl.com/y8x4ufrd from PacerMonitor.com at no charge. About Florida Cosmetogynecology Florida Cosmetogynecology, PLLC, a company that runs a medical practice that specializes in gynecology and obstetrics, cosmetic surgery and fertility, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-23003) on Oct. 27, 2017. In the petition signed by Joel Borgella, M.D., managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Paul G. Hyman, Jr., is handling the case. Chad T. Van Horn, Esq., at Van Horn Law Group, Inc., represents the Debtor. The U.S. Trustee notified the U.S. Bankruptcy Court for the Southern District of Florida that no official committee of unsecured creditors was appointed for Florida Cosmetogynecology, PLLC. FLOYD E. SQUIRES: Examiner's $190K Sale of Eureka Property Approved ------------------------------------------------------------------- Judge William J. Lafferty, III of the U.S. Bankruptcy Court for the Northern District of California authorized Janina M. Hoskins, the Examiner with Expanded Powers of the estate of the Floyd E. Squires III and Betty J. Squires, to sell the real property located at 1635 G Street, Eureka, California to Darin J. Bell and/or assigns for $190,000. A hearing on the Motion was held on Jan. 18, 2019 at 9:00 a.m. The sale is free and clear of the liens, claims, encumbrances and interests, with those liens, claims, encumbrances and interests to re-attach to the proceeds of sale. The Examiner is authorized to pay (i) a real estate broker's commission not to exceed 6% of the total sale price, which will be split with the buyer's broker; and (ii) the standard closing costs, including but not limited to unpaid real property taxes, escrow fees, if any, recording costs and the like. The order is effective upon entry, and the stay otherwise imposed by Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h) will not apply. About the Squires Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq. of the Law Offices of David N. Chandler. Janina M. Hoskins was appointed as examiner of the Debtors on April 23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the examiner's counsel. FLOYD E. SQUIRES: Examiner's $195K Sale of Eureka Property Approved ------------------------------------------------------------------- Judge William J. Lafferty, III of the U.S. Bankruptcy Court for the Northern District of California authorized Janina M. Hoskins, the Examiner with Expanded Powers of the estate of the Floyd E. Squires III and Betty J. Squires, to sell the real property located at 2535 L Street, Eureka, California to Stromberg and/or assigns, for $195,000, cash. A hearing on the Motion was held on Jan. 18, 2019 at 9:00 a.m. The sale is free and clear of the liens, claims, encumbrances and interests, with those liens, claims, encumbrances and interests to re-attach to the proceeds of sale. The Examiner is authorized to pay (i) a real estate broker's commission not to exceed 6% of the total sale price, which will be split with the buyer's broker; and (ii) the standard closing costs, including but not limited to unpaid real property taxes, escrow fees, if any, recording costs and the like. The order is effective upon entry, and the stay otherwise imposed by Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h) will not apply. About the Squires Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq. of the Law Offices of David N. Chandler. Janina M. Hoskins was appointed as examiner of the Debtors on April 23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the examiner's counsel. GARDEN OAKS: April 9 Confirmation Hearing of Committee-Filed Plan ----------------------------------------------------------------- The Bankruptcy Court has approved the disclosure statement explaining the plan of reorganization proposed by the Official Committee of Unsecured Creditors for Garden Oaks Maintenance Organization, Inc. The Court has set a deadline to object to the committees disclosure statement for March 25, 2019, and a hearing for Final Approval of the Disclosure Statement and Confirmation of the Plan for April 9, 2019 at 09:00 AM. The General Unsecured Class consists of all General Unsecured Claims. To the extent an objection is pending against a holder of a General Unsecured Class Claim on the Effective Date, no Distributions shall be made until the entire Claim has been Allowed. GOMO’s Schedules reflect that approximately $3 million is owed to holders of General Unsecured Class Claims; however, GOMO marked all, or nearly all, of these claims as disputed. Parties have filed proofs of claim asserting that GOMO owes approximately $1.5 million in General Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Class Claim agrees to a different treatment, each holder of an Allowed General Unsecured Class Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed General Unsecured Class Claim, its pro rata share of Available Cash, that is cash available on the Final Distribution Date. GOMO’s Available Cash will be sufficient to pay all Administrative Claims, Priority Claims, Secured Claims, and Professional Fee Claims. The remainder will be paid to GOMO’s General Unsecured Creditors. The Committee believes that approval of the Plan is in the best interests of GOMO’s creditors as well as other parties in interest including the current homeowners in Garden Oaks. The Committee urges all creditors and homeowners to vote in favor of the Plan and accept the Proposed Amendments to the Deed Restrictions and the Bylaws. This disclosure statement was drafted by the Committee. The Committee is a group of creditors of GOMO who do not hold claims secured by a lien on GOMO’s property. The Committee was formed to ensure that the interests of GOMO’s unsecured creditors were represented during GOMO’s bankruptcy. A full-text copy of the Disclosure Statement dated January 2, 2019, is available at: https://tinyurl.com/ybauklw5 from PacerMonitor.com at no charge. rder Conditionally Approving Disclosure Statement and Fixing Deadlines for Voting and Objections and Setting Final Hearing on Disclosure Statement and Confirmation Hearing Signed on 1/28/2019 Related [+] Disclosure Statement and Confirmation hearing to be held on 4/9/2019 at 09:00 AM at Houston, Courtroom 400 (DRJ). (aalo) Counsel to the Committee: Charles M. Rubio, Esq. Michael D. Fritz, Esq. DIAMOND MCCARTHY 909 Fannin, Suite 3700 Houston, TX 77010 Tel: (713) 333-5128 Email: crubio@diamondmccarthy.com mfritz@diamondmccarthy.com About Garden Oaks Garden Oaks Maintenance Organization, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-60018) on April 11, 2018. In the petition signed by Mark Saranie, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge David R. Jones presides over the case. Johnie J. Patterson, Esq., at Walker & Patterson, P.C., serves as the Debtor's bankruptcy counsel. On May 31, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. GARDEN OAKS: Provision Regarding Management Added in Latest Plan ---------------------------------------------------------------- Garden Oaks Maintenance Organization, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas its first amended disclosure statement referring to its chapter 11 plan. In this latest filing, a provision has been added regarding management of the Reorganized Debtor. The provision states that: Once the newly elected board is installed, the newly elected board will be responsible for identifying, selecting and hiring an outside management company to enforce the amended deed restrictions. A copy of the First Amended Disclosure Statement is available at https://is.gd/aOrxY6 from Pacermonitor.com at no charge. About Garden Oaks Garden Oaks Maintenance Organization, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-60018) on April 11, 2018. In the petition signed by Mark Saranie, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge David R. Jones presides over the case. Johnie J. Patterson, Esq., at Walker & Patterson, P.C., serves as the Debtor's bankruptcy counsel. On May 31, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. GARY ENGLISH: Barefoot Buying Lake County Property for $50K ----------------------------------------------------------- Gary Michael English asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of a vacant real property located in Lake County, Florida, Parcel ID No. 25-22-26-0001-000-00700, to Thomas E. Barefoot, III and Joni Zweig for $50,000. The Debtor and his non-debtor spouse Dana D. English own the Property. It is more specifically described as Commence at NE corner of S 25, T 22S, R 26E, Lake Cty, FL, thence S00 degrees 00' 00" E, along E line of S 25, 1,413.71 ft to pt on S r-o-w line of R 50 and POB; S00 degrees 00' 00" E along said E line also the W line of Maint. for Orange Ave, 595.09 ft to pt on N line of O.R. Bk 3069, pgs 2077-2080, Lake Cty, FL; N89 degrees 29' 57' W along N line, 22.00 feet to E line of lands owned by Thomas E. Barefoot III, # 25-22-26-0001-000-00601; N00 degrees 00' 00" E along E line, 596.81 ft to a pt on S r-o-w line of SR 50; S85 degrees 02' 36" E along S line, 22.08 ft to POB. The Liens against or interests in the Property may be asserted are: a. Bankers Lending Co., LLC ("BLC") asserts a claim in the approximate amount of $2.1 million, secured by the Property and other real estate. The BLC claim is evidenced by a final judgment of foreclosure. The judgment is the subject of a pending appeal. In addition to the Property, other property securing the BLC claim has a value in excess of $3.25 million. b. Thomas E. Barefoot asserts an easement by necessity over the Property. The Debtor disputes the easement claim. c. Property taxes, if any The Debtor and Dana propose to sell the Property to Barefoot upon the terms of the vacant land contract between Barefoot and the Sellers. As more fully set forth in the Contract, the sales price for the Property is $50,000, subject to pro-rations and adjustments. Barefoot is not an insider. The Sellers have marketed the Property before and after the Petition Date. The Sellers contend the Contract is the best offer. The benefits of a sale under the Contract include: (a) liquidation of a non-income producing asset; (b) resolution of the easement claim; and (c) eliminate costs and expenses related to the Property, including maintenance, and insurance. The sale will be free and clear of all liens, claims and interests. The Debtor asks the Court waives the 14-day stay period. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Gary_English_145_Sales.pdf The Purchaser: Thomas E. Barefoot, III and Joni Zweig P.O. Box 232 Warren, VT 05674-0232 Gary Michael English sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-00142) on Jan. 9, 2018. The Debtor tapped David R. McFarlin, Esq., at Fisher Rushmer, PA, as counsel. GEORGE BAVELIS: Findings in Suit vs T. Doukas Adopted in Part ------------------------------------------------------------- In the case captioned GEORGE BAVELIS, et al Plaintiffs, v. TED DOUKAS, et al, Defendants, Case No. 2:17-cv-0327 (S.D. Ohio), District Judge Algenon L. Marbley sustained in part and overruled in part Defendants' objection to the Bankruptcy Court's proposed findings of fact and conclusions of law. Thus, the Court adopts in part the Bankruptcy Court's findings. Mr. Bavelis's Second Amended Complaint alleges fraudulent inducement as to "the March 2009 Assignments of purported interests in FLOVEST, GMAQ, and BMAQ," June 2009 GMAQ Agreement (Count One); December 2009 Assignment of interests in FLOVEST, GMAQ, and BMAQ (Count Two); and "the assignments from GMAQ and FLOVEST to Leftheris" (Count Four) (what the Bankruptcy Court calls "transfers that Doukas caused Nemesis to make to Leftheris." The Bankruptcy Court recommended finding for Mr. Bavelis on his fraudulent inducement claims. The Doukas Defendants object to this finding and allege that Mr. Bavelis cannot show reliance. The Doukas Defendants do not object to the application of Florida law. Neither party has objected to the substantive law applied here. A claim for fraudulent inducement under Florida law requires: "(1) a false statement concerning a material fact; (2) the representor's knowledge that the representation is false; (3) an intention that the representation induce another to act on it; and (4) consequent injury by the party acting in reliance on the representation." The Doukas Defendants assert that Florida law "requires an examination of subjective evidence of reliance," which in turn would require this Court to look at Mr. Bavelis's extensive business experience and "the fact that he had his own personal attorney assisting him in managing his financial affairs." The Defendants assert that Mr. Bavelis could not have relied on any statements promising estate planning. Unfortunately for the Doukas Defendants, this Court's review of the record reveals that any false statements underlying the LLC assignments concerned not estate planning but Mr. Doukas's promises to help resolve the conflict with Mr. Qureshi and then return Mr. Bavelis's stake in the LLCs to him. Thus, the Doukas Defendants' protestations about Mr. Bavelis's misplaced reliance on any estate planning promises are irrelevant to the LLC assignments. As to Mr. Doukas's statements that he would negotiate with Mr. Qureshi and return the LLC interests to Mr. Bavelis, the most the Doukas Defendants do to challenge reliance on such statements is to incorporate their prior proposed findings of fact and conclusions of law (2:10-ap-2508, Doc. Nos. 245, 616, and 674) and to say "that the transactions were designed to assist Mr. Bavelis." (2:17-cv-327, Doc. No. 1-2 at 7-8). In their previous filings, the Doukas Defendants assert that "Qureshi testified that in December 2009, [Mr. Bavelis] and Doukas came to an oral agreement on the terms and purchase price Doukas would pay for Qureshi's 50% interests in the four Florida LLCs." Defendants have not provided Mr. Qureshi's testimony, nor have they adequately pointed this Court to its placement in the record. While Mr. Qureshi's statement on this matter could go towards rebutting any evidence that Mr. Doukas made false statements, Mr. Qureshi's testimony has little to do with reliance itself. Furthermore, even if Mr. Doukas did reach such a point in his negotiations with Mr. Qureshi, such agreement does not negate the possibility of a false statement from Mr. Doukas that he would return the LLC assignments to Mr. Bavelis. That statement would still support a finding of fraudulent inducement. Thus, Mr. Bavelis has made out a claim for fraudulent inducement under Florida law. In addition to rescission, the Bankruptcy Court recommended $116,600 in compensatory damages and Si million in punitive damages. The Doukas Defendants contest the Bankruptcy Court's recommended compensatory and punitive damages awards. The compensatory damages award is based on two checks that Mr. Bavelis wrote to Quick Capital for $58,300. The Bankruptcy Court recommended $116,600 in damages under a theory of unjust enrichment. As with rescission, the Doukas Defendants did not contest awarding these damages under a theory of unjust enrichment; rather they contested awarding any damages in their steadfast assertion that Mr. Bavelis could not show fraudulent inducement. But even if the Doukas Defendants had contested the doctrine of unjust enrichment as applied to the two checks at issue, this Court would still have the power to order the return of the $116,600 as damages incidental to rescission and designed to make Mr. Bavelis whole. Thus, this Court adopts the Bankruptcy Court's recommended amount of damages. In recommending an award of punitive damages, the Bankruptcy Court construed the $116,600 as compensatory damages. This Court has affirmed the Bankruptcy Court's recommendation of an award of $116,600 to Mr. Bavelis as damages available under the Court's equity jurisdiction—not as compensatory damages. Without compensatory damages, Florida law prohibits any award of punitive damages. Therefore, the Doukas Defendants' objection as to punitive damages is sustained. Mr. Bavelis is not entitled to punitive damages. The Bankruptcy Court's proposed findings of fact and conclusions of law are thus adopted as to all factual findings and legal conclusions except that of punitive damages. A copy of the Court's Opinion and Order dated Jan. 4, 2019 is available at https://bit.ly/2SfDEi6 from Leagle.com. US Bankruptcy Court, Interested Party, pro se. George Bavelis, Plaintiff, represented by Marion H. Little -- little@litohio.com -- Zeiger Tigges & Little LLP & Christopher J. Hogan -- hogan@litohio.com -- Zeiger Tigges & Little LLP. Bavelis Family, LLC & FLOHIO, LLC, Plaintiffs, represented by Marion H. Little, Zeiger Tigges & Little LLP & W. Mark Jump, Jump Legal Group. Ted Doukas, Defendant, represented by Franklin C. Davis, Colbert Davis LLP & Mark E. Brown, Menefee & Brown, P.C., pro hac vice. Blair International, Inc., R.P.M. Recoveries, Inc., Nemesis of L.I. Corp., Leftheris Properties Corporation, Quick Capital of L.I. Corp. & John Stravato, Defendants, represented by Franklin C. Davis, Colbert Davis LLP. The bankruptcy case is In re: GEORGE A. BAVELIS, Debtor, Case No. 10-58583 (Bankr. S.D. Ohio). GINGER SPOKANE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on Feb. 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ginger Spokane Inc. About Ginger Spokane Inc. Ginger Spokane Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-00235) on January 30, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Frederick P. Corbit. Timothy R. Fischer, Esq., is the Debtor's bankruptcy attorney. GREATER LEWISTOWN: MSCI Objects to Disclosure Statement ------------------------------------------------------- MSCI 2006-IQ11 Logan Boulevard Limited Partnership objects to the Disclosure Statement explaining the Chapter 11 Plan filed by John P. Neblett, in his capacity as the chapter 11 trustee of Greater Lewistown Shopping Plaza, L.P. The Lender points out that the classification of the Lender's Secured Claim together with all other creditors asserting junior secured claims is improper. The Lender further points out that it holds a first-priority lien against the Property, leases and rents, proceeds thereof, and all cash held by the estate, and is entitled to receive payment from the proceeds of the sale of its collateral until its claim is paid in full before any of the Alleged Junior Lienholders receive any distribution. The Lender asserts that the Plan and Disclosure Statement fail to preserve the Lender's right to credit bid, inform creditors that the Property may be sold to the Lender in exchange for a credit bid, or describe the effect of a sale of the Property to the Lender in exchange for a credit bid on their treatment under the Plan and on recoveries, that the Plan and Disclosure Statement are completely silent on the Lender's right to credit bid. The Lender complains that the Plan also fails to expressly provide that in the event the Property is sold to a third party that the lien securing the Lender's Secured Claim will attach as a first priority lien to the proceeds of the sale of the Property as required by sections 1129(b)(2)(A)(i) and (ii) of the Bankruptcy Code in the event the cash proceeds from the sale are not paid to the Lender contemporaneously with closing on the sale. According to the Lender, the Plan further fails to provide for the distribution of cash, all of which is either owned by the Lender or subject to the Lender’s valid liens, to the Lender in the event that the Property is sold to a third party and the proceeds from such sale are insufficient to pay the Lender's Secured Claim in full. The Lender complains that the Cash Order contained numerous stipulations concerning the Lender's Secured Claim and waivers and limitations on objections to the Lender's Secured Claim. The Lender points out these binding stipulations, limitations, and waivers are not expressly carried through the Plan, in its current form, and are not disclosed in the Disclosure Statement. The Lender asserts that the Plan fails to expressly provide the Trustee will be the person that administers and implements the Plan and fails to provide that the Trustee will retain the full powers and duties of a trustee after confirmation and after the Plan becomes effective. While the Lender believes this is the intent of Plan, according to the latter no ambiguity should exist in order to preclude any argument by Mr. Moraitis that he rather than the Trustee is empowered to act on behalf of the Debtor after confirmation. Attorneys for MSCI 2006-IQ11 Logan Boulevard Limited Partnership: Matthew G. Summers, Esq. Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4428 Facsimile: (410) 361-8930 E-mail: summersm@ballardspahr.com About Greater Lewistown Shopping Plaza Greater Lewistown Shopping Plaza LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00693) on Feb. 23, 2017. The petition was signed by Nicholas J Moraitis, president, NJM Lewistown Properties, Inc., sole general partner of Greater Lewistown Shopping Plaza, L.P. At the time of the filing, the Debtor estimated assets and liabilities of $10 million to $50 million. The case is assigned to Judge Robert N Opel II. The Debtor tapped Gary J. Imblum, Esq., at Imblum Law Offices, P.C., as counsel. John P. Neblett, Esq., was appointed Chapter 11 trustee in the Debtor's case. The Trustee tapped Mick Trombley Commercial Real Estate Services as real estate agent. HOOK LINE: New Plan Proposes 2 Options for Unsecured Creditors -------------------------------------------------------------- Hook Line & Sinker, Inc., filed with the U.S. Bankruptcy Court for the District of Alaska its third amended plan of reorganization dated Jan. 25, 2019. The Third Amended Plan of Reorganization proposes to pay creditors from cash on hand, cash flow from operations and asset sales, and future income. The Plan provides for one class of secured claims two classes of priority claims, and five classes of unsecured claims. Non-insider unsecured creditors holding allowed claims over $10,000 may, under certain conditions, receive distributions which the proponent of this Plan has valued at one hundred cents on the dollar (without interest). This Plan also provides for the payment of administrative claims on the Effective Date or in accordance with specific agreements between the Debtor and the holder of the claim and for payment of non-voting priority claims in accordance with the requirements of the Bankruptcy Code. In addition, this plan provides for the assumption or rejection of specific executory contracts not previously assumed or rejected during this Chapter 11 case. Class 1 general unsecured claims may elect Option (a) or Option (b). Creditors who make no election will be treated under Option (b). Creditors electing Option (a) will be treated as though they had claims in Class 2, and will receive a single lump sum payment of 75% of the allowed claim, or $7,500, whichever is less, which will be paid within 30 days of the Effective Date of the Plan. Creditors electing Option (b) will receive semi-annual payments. Commencing within 30 days of the Effective Date of the Plan and continuing on June 30, 2019 and Dec. 31, 2019 and on June 30 and December 31 of each succeeding calendar year through December 31, 2023, the Debtor shall pay to each creditor such creditor's pro-rata share of $100,000. All claims will be paid in full not later than Dec. 31, 2023. In addition to the payments of $100,000 each, on Dec. 31, 2019 and on each succeeding December 31, the Debtor will make an additional distribution to the holders of Allowed Claims in Class 1. This distribution shall be the difference (if positive) between the Debtor's cash on hand and the total of (a) $200,000, (b) the required $100,000 distribution, (c) the estimated amount needed to distribute to shareholders to pay their income tax liabilities attributed to the Debtor's income for the current year, and (d) all accounts payable then owed by the Debtor. A copy of the Third Amended Plan is available at https://is.gd/LREa7C from Pacermonitor.com at no charge. 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. JAMES GARRISON: Wilder Buying Utility Refrigerated Trailer for $7K ------------------------------------------------------------------ James Michael Garrison asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of his 2004 Utility 3000R Refrigerated Trailer, VIN 1UYVS25344M724204, to Jason Wilder for $6,500. The property is subject to no liens, mortgages or other interests. The Debtor and the Buyer have entered into a Bill of Sale for the sale of the property. The Debtor proposes to use the sales proceeds to pay an insurance premium for a tractor and three trailers which, once on the road, will increase his monthly income from approximately $7,800 to approximately $15,400 based on prepetition income. A copy of the Bill of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/James_Garrison_96_Sales.pdf The Purchaser: Jason Wilder 5817 Cox Gap Road Boaz, AL 35957 James Michael Garrison sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 18-41820) on Oct. 26, 2018. The Debtor tapped Tameria S. Driskill, Esq., as counsel. JULIAN DEPOT: Wells Fargo to Get $13.3MM Payment Under Plan ----------------------------------------------------------- Julian DepotMiami LLC filed a Chapter 11 plan and accompanying disclosure statement proposing for the immediate payment of the allowed secured claim of the first mortgagee, Wells Fargo Bank, N.A., in the projected amount of $13,395,543. The computation is based upon payment of all unpaid principal of $13,200, plus payment of unpaid interest for the months of September, October, and November 2017. The Debtor's beneficial owners have already established an escrow in the sum of $13,395,543. General Unsecured Claims, classified in Class 2, are unimpaired and will receive payment in full, in Cash of the allowed amount of their claims. The Plan provides for the resolution, treatment and payment of the allowed Claims from the proceeds of the New Value Contribution by members of the Sohn family. A full-text copy of the Disclosure Statement dated January 24, 2019, is available at https://tinyurl.com/yyhdtozr from PacerMonitor.com at no charge. About Julian Depot Miami Julian Depot Miami LLC is a New York-based Florida limited liability company, with its business offices located in Queens, New York. It is a real estate company which owns a commercial property located at 13895 SW 28th Street, Homestead, Florida. The property, which Julian Depot Miami purchased in 2012, is subject to a ground lease dated Dec. 20, 2016, with Home Depot USA, Inc., as tenant. Its principals are affiliated with the prior Chapter 11 case of HS 45 John LLC (Bankr. S.D.N.Y. Case No. 15-10368). Julian Depot Miami has only one secured creditor, U.S. Bank, which holds a first mortgage in the principal amount of $13.2 million. Julian Depot Miami sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12973) on Oct. 23, 2017. David L. Smith, manager, signed the petition. At the time of the filing, the Debtor disclosed $17.55 million in assets and $13.22 million in liabilities. Judge Sean H. Lane presides over the case. Goldberg Weprin Finkel Goldstein LLP is the Debtor's counsel. KADMON HOLDINGS: Appoints New Chief Financial Officer ----------------------------------------------------- Kadmon Holdings, Inc., has appointed Steven Meehan as executive vice president, chief financial officer. Mr. Meehan, who has served as a member of the Board of Directors at Kadmon since 2017, has over 25 years of financial leadership experience spanning corporate strategy, mergers and acquisitions, capital raising and financial planning and analysis. Mr. Meehan will provide strategic leadership to Kadmon's finance organization and will assume responsibility for the Company's internal controls and business processes. Mr. Meehan will step down as a member of the Board at Kadmon as he assumes his appointment as CFO. "We are fortunate to bring Steve's corporate finance expertise to Kadmon as we advance our clinical pipeline and prepare for several key milestones this year," said Harlan W. Waksal, M.D., president and CEO at Kadmon. "Steve's operational leadership and experience in M&A, financial planning and capital raising make him invaluable to our management team and long-term strategy." Dr. Waksal noted, "Steve's experience on our Board has provided him with a deep understanding of Kadmon that will help us continue to accomplish our goals. I am grateful to Steve for his contributions to Kadmon and look forward working with him in his new role as CFO." Mr. Meehan previously served as a partner in the Healthcare Group of Moelis & Company, leading the effort in Life Sciences and Advanced Diagnostics. Prior to Moelis, Mr. Meehan was Head of Life Sciences within the Global Healthcare Group in the New York office of UBS Investment Bank (UBS). During his tenure at UBS, Mr. Meehan was chief executive officer of UBS Russia and the former Soviet Union across all businesses, including securities, banking and wealth management. He was also a member of the UBS Group’s EMEA Management Committee. During his investment banking career, Mr. Meehan also held senior roles in M&A, leveraged finance and capital markets at Salomon Smith Barney, NatWest Securities and Drexel Burnham Lambert. Mr. Meehan holds a B.S. in Business Administration/Finance from the University of Massachusetts at Lowell. In connection with his appointment, Mr. Meehan entered into an employment agreement, effective Feb. 8, 2019. Pursuant to the Employment Agreement, Mr. Meehan will receive an annual base salary of $500,000. In addition, Mr. Meehan has been granted an option to purchase 400,000 shares of the Company's common stock at an exercise price per share equal to the closing market price of the Company's common stock on Feb. 8, 2019, which will vest in equal annual installments over three years. Mr. Meehan will also be eligible for a year-end target bonus of 40% of his annual base salary. The Employment Agreement also includes customary confidentiality and assignment of intellectual property obligations. About Kadmon Holdings Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/ -- is a fully integrated biopharmaceutical company developing innovative product candidates for significant unmet medical needs. The Company's product pipeline is focused on inflammatory and fibrotic diseases. Kadmon Holdings reported a net loss attributable to common stockholders of $81.69 million in 2017, a net loss attributable to common stockholders of $230.5 million in 2016, and a net loss attributable to common stockholders of $147.1 million in 2015. As of Sept. 30, 2018, the Company had $177.7 million in total assets, $49.83 million in total liabilities and $127.88 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, noting that the Company has suffered recurring losses from operations and expects losses to continue in the future that raise substantial doubt about its ability to continue as a going concern. KMC TRUCKING: March 15 Plan Confirmation Hearing ------------------------------------------------ The disclosure statement explaining the plan of reorganization filed by KMC Trucking LLC is conditionally approved. March 15, 2019, 10:30 AM is set for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan, which will be held at Donald Stuart Russell Federal Courthouse, 201 Magnolia Street, Spartanburg, South Carolina. March 8, 2019 is set as the last day for filing written acceptances or rejections of the plan. Ballots accepting or rejecting the plan shall be counted only if received by the Court on or before March 8, 2019. March 8, 2019 is set as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. About KMC Trucking KMC Trucking LLC, based in Travelers Rest, SC, filed a Chapter 11 petition (Bankr. D.S.C. Case No. 18-03574) on July 14, 2018. In the petition signed by Mary Clark, managing member, the Debtor disclosed $1,217,173 in assets and $1,226,913 in liabilities. The Hon. Helen E. Burris presides over the case. Robert H. Cooper, Esq., at The Cooper Law Firm, serves as bankruptcy counsel to the Debtor. KW1 LLC: Seeks Permission to Use Creditors Cash Collateral ---------------------------------------------------------- KW1 LLC requests the U.S. Bankruptcy Court for the Eastern District of Virginia to allow its use of the cash collateral of Commercial Credit Group ("CCG") and Union Bank and Trust, to pay its expenses as outlined in the Budget. The Debtor owns the real property located at 2529 Mulch Landing Road, Virginia Beach, VA and including several pieces of "yellow equipment". The Debtor requires use of cash collateral to continue to maintain the Property and such use is necessary to avoid immediate and irreparable harm to the Debtor and its estate. The Debtor intends use the cash collateral to pay the reasonable and necessary general operating and administrative expenses during the pendency of the bankruptcy case. As of the petition date Union Bank was owed approximately $1.8 million and CCG was owed approximately $211,516. The real property securing Union Bank is valued for purposes of taxation by the City of Virginia Beach at $4.9 Million. CCG & Union Bank have consented to the use of cash collateral As adequate protection for the use of the cash collateral, the Debtor offers to Union Bank the following: (a) monthly payments of $1,500 for the months of November, December and January -- monthly payments will increase to $5,000 thereafter, which will be paid on the 15th day of each month, continuing until further order of the Court; (b) a replacement lien in and to all of the Property of the same kind and nature that currently secures the obligation owed to it by the Debtor; and (c) deposits of all monies collected or derived from the Property or from the use of the cash collateral and the Property into the debtor-in-possession bank accounts. The Debtor also offers to CCG the following adequate protection for the use of the Cash Collateral: (a) monthly payments of $1,500 for the months of November, December, January and February -- monthly payments will increase to $5,000 thereafter, which will be paid on the 15th day of each month, continuing until further order of the Court; (b) a replacement lien in and to all of the Property of the same kind and nature that currently secures the obligation owed to it by the Debtor; and (c) deposits of all monies collected or derived from the Property or from the use of the cash collateral and the Property into the debtor-in-possession bank accounts. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/vaeb18-73923-20.pdf About KW1 LLC KW1, LLC, is privately held company in Virginia Beach, Virginia, that primarily operates in the land clearing contractor business. KW1 filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-73923) on Nov. 6, 2018. In the petition was signed by Kevin Sims, managing member, the Debtor disclosed total assets of $9,182,001 and liabilities of $3,227,453. The case is assigned to Judge Frank J. Santoro. The Debtor is represented by Greer W. McCreedy, II, Esq. at the McCreedy Law Group, PLLC. LBI MEDIA: Plan Confirmation Hearing Set for March 25 ----------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware will hold a hearing on March 25, 2019, at 9:30 a.m. (prevailing Eastern Time) to confirm the second amended joint Chapter 11 pan of reorganization of LBI Media Inc. and its debtor-affiliates. On Jan. 16, 2019, the Court approved the adequacy of the Debtors' disclosure statement explaining their amended joint Chapter 11 plan. All votes to accept or reject the Debtors' amended joint Chapter 11 plan must be filed no later than 5:00 p.m. (prevailing Eastern Time) on March 4, 2019. Objections, if any, must be filed on or before March 8, 2019, at 4:00 p.m. (prevailing Eastern Time). A full-text copy of the Solicitation Version of the Disclosure Statement is available for free at: http://bankrupt.com/misc/deb18-12655-417.pdf About LBI Media Headquartered in Burbank, California, LBI Media -- http://www.lbimedia.com/-- is a national television and radio broadcasting company that was co-founded in 1987 by Lenard Liberman, LBI's chief executive officer, and his father Jose Liberman, who immigrated to the United States from Mexico in 1946. LBI is a national media company that owns or licenses 27 Spanish-language television stations and radio stations in the United States, as well as EstrellaTV, a Spanish-language television broadcast network. LBI Media Inc and more than 15 of its affiliates filed for bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov. 21, 2018. In the petition signed by CFO Brian Kei, the Debtors reported total assets of $238.7 million and total liabilities of $532.9 million as of June 30, 2018. Richards Layton & Finger, P.A., and Weil, Gotshal & Manges LLP serve as counsel to the Debtors. Guggenheim Securities LLC has been tapped as investment banker, Alvarez & Marsal North America LLC as financial advisor, and Epiq Corporate Restructuring LLC as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on Dec. 6 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of LBI Media, Inc. and its affiliates. The Committee tapped Squire Patton Boggs (US) LLP as lead counsel, Bayard, P.A., as co-counsel, and Dundon Advisers LLC as financial advisor. LEMEN INC: Plan Confirmation Hearing Scheduled for March 7 ---------------------------------------------------------- Bankruptcy Judge Erik P. Kimball approved Lemen, Inc.'s second amended disclosure statement in support of its first amended chapter 11 plan. The hearing on confirmation of the Plan has been set for March 7, 2019 at 2:00 p.m. The last day for filing written acceptances or rejections of the Plan is Feb. 28, 201. The last day for filing and serving objections to confirmation of the Plan March 4, 2019. The Troubled Company Reporter previously reported that the plan will be funded by the income received by the Debtor from current and future projects it is awarded. According to the Debtor, the expected payments under the proposed plan total $10,965.77. The principal of the Debtor will make up the shortfall until the Debtor gets additional tenants to fill the vacancies. A full-text copy of the Second Amended Disclosure Statement dated January 2, 2019, is available at https://tinyurl.com/ybhye6mq from PacerMonitor.com at no charge. About Lemen Inc. Lemen, Inc., based in Fort Pierce, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-19540) on August 4, 2018. The Hon. Erik P. Kimball presides over the case. Brian K. McMahon, Esq., at Brian K. McMahon, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Elizabeth Mendez, president. The Debtor tapped Brian K. McMahon, P.A., as its bankruptcy attorney. LEWIS FAMILY: Seeks to Hire Tripp Scott as Special Counsel ---------------------------------------------------------- Lewis Family Ft. Lauderdale Partnership seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Tripp Scott PA as special counsel nunc pro tunc to January 26, 2019. The firm will provide legal services related to real estate, business and bankruptcy matters. Jesse Cloyd, Esq., at Tripp Scott, attests that his firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Jesse R. Cloyd, Esq. Tripp Scott PA 110 S.E. Sixth Street, Fifteenth Floor Fort Lauderdale, FL 33301 Tel: (954) 525-7500 Fax: (954) 761-8475 Email: jrc@trippscott.com About Lewis Family Ft. Lauderdale Partnership Lewis Family Ft. Lauderdale Partnership is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Based in Fort Lauderdale, Florida, Lewis Family Ft. Lauderdale Partnership filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10782) on January 18, 2019. In the petition signed by Stephen R. Lewis, president, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Raymond B. Ray. The Debtor tapped Robert C. Furr, Esq., at Furr Cohen, as its bankruptcy counsel. LUCID ENERGY: S&P Cuts CCR to 'B', Outlook Stable ------------------------------------------------- S&P Global Ratings expects slower volume growth than previously forecast for Lucid Energy Group II Holdings LLC, yielding elevated leverage in the 7.0x-7.5x range over the next 12 months. As a result, S&P on Feb. 11 downgraded its long-term corporate credit rating on Lucid to 'B' from 'B+'. It also lowered its issue-level rating on parent Lucid Energy Group II Borrower LLC's $950 million senior secured first-lien term loan due 2025 to 'B' from 'BB-' and revising its recovery rating on the debt to '3' from '2'." The downgrade reflects Lucid's elevated leverage and slower deleveraging than previously forecast. S&P expects leverage to remain high--in the 7.0x-7.5x area for the next 12 months compared with its prior expectation of 4.5x–5.5x -- due to lower cash flow from slower-than-expected ramp-up in volumes. The company's 2018 financial performance was lower than expected due to lower activity ramp-up from decreased drilling by some producers. Rig count acceleration in 2018 was slower than forecast due to logistical constraints in the basin. The company also faced completion delays due to a shift to multi-well pad development and has lowered its 2021 EBITDA projection by around 30% to reflect these developments. As a result, S&P lowered its assessment of the financial risk profile from aggressive to highly leveraged. The stable outlook reflects S&P's view that Lucid will execute the expansion of its gas gathering and processing infrastructure in the cost-competitive Northern Delaware basin. S&P expects volume throughput on the system to expand from increased drilling on the dedicated acreage and expansion projects on the company's South Carlsbad system. S&P expects any additional volumes will continue to be supported by long-term fixed-fee contracts. Under its base-case scenario, S&P is expecting debt to EBITDA of 7.0x-7.5x in 2019, declining to 5.0x-5.5x in 2020 mainly driven by the improving cash flows from increased throughput volumes on the system from commissioning of projects under development and increased drilling on the company's dedicated acreage. "We could consider lowering the rating if we expect debt to EBITDA to remain above 7x in 2020, which would likely be due to lower-than-expected volumes on the system or increased levels of debt to finance the expansion projects," S&P said. "In addition, if we believe lower-than-anticipated volumes or higher operating or capital spending prolongs the time when the company reports positive cash flow and liquidity deteriorates, we could lower the rating." S&P said it could raise the rating if it sees an increase in the scale and scope of the operations via increased throughput volumes on the system that could come from new contracts or expansion projects. Improved diversity by commodity-type and geography would also help improve scale and scope, S&P said. In addition, S&P could consider raising the rating if the company consistently sustains debt to EBITDA below 5x. MAIN EVENT: Moody's Assigns B3 CFR & Rates $225 Secured Loans B3 ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Main Event Entertainment Inc.'s proposed $25 million first lien senior secured revolving credit facility and $200 million first lien senior secured term loan. In addition, Moody's assigned Main Event a B3 Corporate Family Rating and B3-PD Probability of Default Rating. The outlook is stable. Proceeds from the proposed senior secured bank term loan will be used to repay approximately $105 million of intercompany loans and place about $88 million of cash on the balance sheet. On or prior to closing date, Main Event Holdings, Inc. (the audited entity) will merge with and into Main Event, with Main Event being the surviving entity and issuer of the audited financial statements. As part of the transaction, Main Event's indirect ultimate parent company, Ardent Leisure Group Limited, will convert the remainder of its intercompany loan (approximately $35 million) into equity of Main Event. Moody's ratings and outlook are subject to receipt and review of final documentation. "The ratings reflect Main Event's high pro-forma leverage of about 7.0 times and weak interest coverage of under 1.0 times for the LTM period ending December 2018, as well as soft same store sales performance, modest scale and a high level of regional concentration" stated Bill Fahy, Moody's Senior Credit Officer. The ratings also reflect the construction and ramp up risk associated with company's growth strategy that contemplates adding five new units per year for the next two years. "However, the ratings also reflect Main Events brand awareness, above average EBITDA margins in its core markets and good liquidity." stated Fahy. Assignments: Issuer: Main Event Entertainment Inc. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Gtd Senior Secured 1st Lien Term Loan, Assigned B3 (LGD3) Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B3 (LGD3) Outlook Actions: Issuer: Main Event Entertainment Inc. Outlook, Assigned Stable RATINGS RATIONALE Main Event is constrained by its high leverage and modest interest coverage, modest scale, regional concentration, highly capital intensive nature of its business model that constrains free cash flow generation and exposure to trends in discretionary consumer spending. Main Event benefits from above average EBITDA margins relative to similarly rated restaurants operators, reasonable level of brand awareness in its core markets, and good liquidity profile. The stable outlook reflects its view that free cash flow and debt protection metrics will improve as Main Event successfully executes its growth strategy and achieves its targeted rate of return at new and existing centers. The outlook also expects that Main Event maintains at least good liquidity. Factors that could result in an upgrade include Main Event's ability to generate positive free cash flow and strengthen credit metrics on a sustained basis with debt to EBITDA of around 5.5 times and EBIT to interest expense of about 1.75 times on a sustained basis. A higher rating would also require good liquidity. Factors that could result in a downgrade include an inability to steadily reduce negative free cash flow or strengthen credit metrics over the next 12 to 18 months. Specifically, a downgrade could occur if debt to EBITDA was above 6.5 times or EBIT to interest coverage was below 1.0 times on a sustained basis. A deterioration in liquidity for any reason could also result in a downgrade. Main Event, headquartered in Plano, Texas, owns and operates leisure family entertainment centers in the United States and is a wholly owned subsidiary of Ardent Leisure US Holding, Inc. whose ultimate Parent is Ardent, a publicly traded leisure and entertainment company based in Australia. Main Event annual revenues are about $300 million. The principal methodology used in these ratings was Restaurant Industry published in January 2018. MATCH GROUP: Moody's Rates $300MM Sr. Unsec. Notes Due 2029 'Ba3' ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed $300 million senior unsecured notes due 2029 to be issued by Match Group, Inc., IAC/InterActiveCorp's 81% owned subsidiary that comprises its online dating businesses. Proceeds from the new notes, which will not be guaranteed by IAC, will be used to repay borrowings under the existing revolving credit facility, pay expenses associated with the offering and for general corporate purposes. In late 2018, Match's revolver and cash were drawn to pay a special dividend totaling $556.4 million to shareholders. IAC's Ba2 Corporate Family Rating and stable outlook remain unchanged. Rating Assigned: Issuer: Match Group, Inc. $300 Million Senior Unsecured Notes due 2029 -- Ba3 (LGD4) Unchanged: Issuer: Match Group, Inc. Senior Secured Term Loan B due 2022 -- Ba2 (LGD3 from LGD4) The assigned rating is subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE Though the incremental debt at Match increases IAC's pro forma financial leverage to 3.3x total debt to EBITDA (Moody's adjusted) from 2.9x (Moody's adjusted as of 30 September 2018), the transaction is credit neutral since leverage will remain below the 4x downgrade trigger. IAC's Ba2 CFR benefits from its position as one of the largest global internet and digital media companies combined with good operating performance driven by solid online traffic acquisition and conversion methods, strong growth trends in underpenetrated online dating and home services markets (Match and ANGI Homeservices segments, respectively) and good earnings stability in its Applications unit and legacy Publishing segment. These credit strengths are counterbalanced by the concentrated ownership and large voting stake of Mr. Barry Diller, which heightens event risk and shareholder-friendly financial policies, coupled with the eventual divestiture of the high margin Match unit that could reduce IAC's diversity and scale, and increase business risk. The rating incorporates its expectation that financial leverage will remain in the range of 3x-4x total debt to EBITDA (Moody's adjusted) and that IAC will maintain very good liquidity. Cash and short-term investments totaled $2.26 billion at year end 2018 and Moody's projects IAC will generate free cash flow in the range of $600 million to $750 million over the next twelve months. Moody's derives Match's debt ratings from IAC's CFR using the Loss Given Default Methodology based on its expectation of IAC's continued majority ownership of Match. If Match were to become a standalone entity or less than majority-owned by IAC, Match's ratings would be de-linked from IAC's CFR and based on its standalone creditworthiness. Match's senior unsecured notes are rated Ba3 as they do not benefit from upstream guarantees nor a security interest in collateral. Match's term loan is rated Ba2 as it is secured by capital stock of Match's material domestic subsidiaries and benefits from upstream guarantees. The term loan would likely experience a deficiency claim in a distress scenario given that Moody's estimates the asset value at Match would be insufficient to fully repay the credit facilities, which caps the term loan rating at the CFR. Moody's views favorably the recent amendments to IAC's and Match's unrated revolving credit facilities, which included an extension of their maturities to 2023. IAC's revolver was downsized to $250 million from $300 million while Match's revolver remains at $500 million. IAC also put in place a new $250 million unrated 5-year revolver at ANGI Homeservices, further supporting that subsidiary's liquidity, and extended the maturity of ANGI's existing $261.3 million outstanding unrated term loan A to 2023. Rating Outlook The stable rating outlook reflects its expectations that IAC will continue to stabilize and improve revenue and earnings in the Applications unit and legacy Publishing segment, minimize operating losses in its Video business and experience strong growth in its Match and ANGI Homeservices segments to offset weaker businesses. The stable outlook incorporates its expectation that IAC will continue to maintain a consolidated EBITDA margin of at least 14% (Moody's adjusted), generate positive free cash flow, retain a sizeable cash balance and sustain a somewhat conservative capital structure as it pursues strategic growth objectives. Factors That Could Lead to an Upgrade IAC's ratings could be upgraded if it maintains a majority ownership in Match with a leading market share in online dating, improves the market positions and viability of Applications and legacy Publishing segment, and expands business diversification by increasing the scale and profitability of the ANGI Homeservices and Video segments. Moody's could also consider an upgrade if IAC were to: (i) demonstrate margin expansion with increasing revenue that is in line or ahead of market growth; (ii) minimize operating losses in the Video segment; and (iii) maintain a net cash position with Moody's adjusted total debt to EBITDA sustained below 3x. Adherence to conservative financial policies with regard to share purchases and dividends would be another important consideration for an upgrade. Factors That Could Lead to a Downgrade Ratings could be downgraded if a spin-off of one or more segments resulted in increased business risk or IAC's competitive position weakens materially as evidenced by revenue declines of 5% or more, adjusted EBITDA margins below 12%, rising traffic acquisition costs or increasing customer churn. Downward pressure could also materialize if financial leverage as measured by Moody's adjusted total debt to EBITDA is sustained over 4x or IAC's liquidity position were to deteriorate significantly due to lower free cash flow generation, higher share purchases or increased acquisition activity. The principal methodology used in these ratings was Media Industry published in June 2017. MEADOW WOOD: Noteholder Seeks to Prohibit Further Use of Rents -------------------------------------------------------------- Wilmington Trust National Association, as Trustee, for the Registered Holders of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial Mortgage Pass-Through Certificates, Series 2015-C28 (the "Noteholder") asks the U.S. Bankruptcy Court for the Southern District of Mississippi to prohibit Meadow Wood Properties, LLC from using the Rents absolutely assigned to Noteholder. Noteholder is the owner and holder of the Loan Documents evidencing a loan made to Debtor in the original principal amount of $1,900,000. The Loan is secured by a first and perfected lien on certain real and personal property and improvements located in Jackson County, Mississippi. The Collateral encompasses all real and personal property related to the Property, including, without limitation, the Rents. Noteholder relates that it is a secured creditor of Granada Square Properties LLC (the "Borrower") that fraudulently conveyed its collateral -- an apartment complex located at 3416 Chicot Street, Pascagoula, Mississippi -- to Meadow Wood Properties, LLC (the "Debtor") hours before filing the Debtor's Chapter 11 case. Noteholder objects to the Debtor's use of the Rents. The Rents were absolutely assigned to Noteholder. In fact, the Borrower executed a separate ALR wherein it irrevocably, absolutely, and unconditionally transferred and assigned to Noteholder all the Rents. Pursuant to the Loan Documents, upon the occurrence of an event of default, Noteholder is entitled to certain absolute rights and remedies provided under the Loan Documents. As a result of the ALR, the Borrower merely had a conditional, temporary license to collect or utilize Rents. Any Rents collected by the Borrower or Debtor post default were automatically and strictly held by the Borrower or Debtor in trust for the benefit of the Noteholder. Thus, Noteholder is entitled to all the Rents derived from its collateral. Noteholder claims that Borrower is indebted to it in the aggregate sum of $2,062,654 along with pre-petition attorney's fees and expenses as of Jan. 18, 2019. Noteholder is also entitled to post-petition default interest, post-petition attorney fees and expenses, and other charges and costs permitted under the Loan Documents to the extent permitted by Section 506 of the Bankruptcy Code. However, the Debtor has no ability to provide adequate protection to the Noteholder in exchange for use of cash collateral. According to the Noteholder, almost three months have passed since the Debtor's petition date but the Debtor has yet to file a motion requesting to use the Rents and Noteholder has not consented to the use of any of its Collateral. The Debtor's continued possession of the Collateral and operation of the Property puts Noteholder's interests in the Rents and in the Collateral at risk. Based on the Borrower's and the Debtor's principal's history of failing to pay the Property's obligations, Noteholder is concerned that the Debtor will siphon Rents from the Property while Noteholder's collateral position in the Property and in the Rents erodes. Accordingly, Noteholder asks the Court not to allow its interests in the collateral to be diminished by the Debtor's use while under the protection of the Bankruptcy Code's automatic stay. Thus, to the extent the Debtor has an interest in the Rents, or any Collateral (which it does not) and if the Court classifies the Rents as "cash collateral" as defined in 11 U.S.C. Section 363(a), Noteholder asserts it is entitled to sufficient adequate protection. Summarily, if the Court is inclined to allow Debtor to use the Rents and Profits thereof, Noteholder requests that the Court (1) limit or authorize the use of "only that amount of Noteholder's Collateral as is necessary to avoid immediate and irreparable harm to the estate pending a final hearing," and (2) provide Noteholder with standard protections including, but not limited to, the following: (a) The interim use of alleged cash collateral will not constitute a waiver of any of Noteholder's rights, claims and defenses under the Loan Documents and applicable law; (b) Preserving Noteholder's right to object further to the use of cash collateral on a final basis; (c) Preserving Noteholder's right to enforce the Loan Documents as against the Guarantor; (d) As a form of adequate protection, Noteholder will be provided with a replacement lien on post-petition assets and alleged cash collateral to secure the use of cash during the interim cash collateral period that will be granted a post-petition super priority lien pursuant to 11 U.S.C. Section 364(c) to the extent of cash used post-petition; (e) Granting Noteholder access to the Collateral, Property, and Debtor's books and records during reasonable business hours for inspection and auditing purposes and requiring Debtor, upon request from Noteholder, to provide Noteholder with post-petition financial data; (f) Prohibiting use of alleged cash collateral during the interim period for any expense not approved by the Court or consented to by Noteholder in writing, and further limiting such use only to those expenses that are reasonably necessary to protect and preserve the Property, not to include the Debtor’s attorneys' fees; and (g) The interim use of cash collateral will not be deemed an admission that Noteholder's interests are adequately protected. About Meadow Wood Properties Meadow Wood Properties, LLC, owner of apartment complexes in Pascagoula, Mississippi, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 18-52104) on Oct. 29, 2018. In the petition signed by Artie T. Fletcher, managing member and owner, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Katharine M. Samson oversees the case. The Debtor tapped Wessler Law Firm as its legal counsel. MIAMI VALLEY: Gets Final Nod to Use Next Ventures Cash Collateral ----------------------------------------------------------------- The Hon. Guy R. Humphrey of the U.S. Bankruptcy Court for the Southern District of Ohio has entered a final order authorizing and conditioning Miami Valley Indoor Golf, Ltd., LLC's use of cash collateral upon which Next Ventures Financing, LLC, claims a senior and duly perfected lien. Sometime in September 2016, the Debtor entered into a Purchase and Sale of Future Receipts Agreement with Next Ventures Financing, LLC (the "PSA"), secured with a security interest in certain assets of the Debtor. Based on the Debtor's default under the PSA, Next Ventures filed suit against the Debtor in Montgomery County, Ohio Civil Division, Next Ventures Financing, LLC v. Miami Valley Indoor Golf LLC dba Miami Valley Sports Bar, et al., Case No. 2017 CV 05141. On March 28, 2018, Judgment was entered in favor of Secured Lender in the amount of $450,000. The Debtor is authorized to use Cash Collateral in accordance with following terms and conditions: (A) The Debtor will make payments to Next Ventures in the amount of $1,000 on the 10th day of each month. (B) Next Ventures is granted a lien, mortgage and security interest in and upon (i) the collateral and all post-petition proceeds of the Collateral, and (ii) all of Debtor's property and assets acquired by the Debtor on or after the Petition Date, and all proceeds of the foregoing, to the same extent, validity and priority as its pre-petition security interest. (C) The Debtor will (i) segregate all sales tax and trust fund taxes, (ii) stay current on all sales tax obligations and (iii) timely remit all trust fund taxes. (D) The Debtor will establish Debtor-in-Possession bank accounts as required by Bankruptcy Code and/or the U.S. Trustee. (E) The Debtor will timely file all reports due to the U.S. Trustee's office. (F) The Debtor will cooperate with Next Ventures' reasonable requests to provide information with respect to the Debtor's prepetition and post-petition books and records. (G) The Debtor will at all times keep the Collateral insured in accordance with the requirements of the U.S. Trustee and will provide Next Ventures with documents evidencing continuing and adequate coverage. A copy of the Final Order is available at http://bankrupt.com/misc/ohsb18-33575-65.pdf About Miami Valley Indoor Golf Based in Dayton, Ohio, Miami Valley Indoor Golf Ltd., doing business as Miami Valley Sports Bar, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 18-33575) on Nov. 26, 2018. The petition was signed by Julie Ogletree, president. The Debtor estimated up to $50,000 in assets and $500,000 to $1 million in liabilities. Denis E. Blasius, Esq., and the Law Offices of Ira H. Thomsen serve as the Debtor's counsel. MINOTAUR ACQUISITION: S&P Assigns 'B-' ICR After Leveraged Buyout ----------------------------------------------------------------- Oak Brook, Ill.-based provider of retirement savings custody solutions Minotaur Acquisition Inc. (d/b/a Millennium Trust Co.) is being acquired by Abry Partners for $1.675 billion. The transaction debt financing includes a $90 million revolving credit facility due in 2024, a $610 million first-lien term loan due in 2026, and a $245 million second-lien credit facility due in 2027. Following the transaction, pro forma adjusted leverage will be very high in the mid-8x area, declining to around the high-7x area in 2020, according to S&P Global Ratings. S&P on Feb. 11 assigned its 'B-' issuer credit rating to Millennium, its 'B' issue-level rating and '2' recovery rating to the proposed first-lien facility, and its 'CCC' issue-level rating and '6' recovery rating to the proposed second-lien facility. "Our 'B-' issuer credit rating on Millennium reflects its very high leverage in the mid-8x area, small scale, niche focus in retirement and custody services, and the risk of potential competition from much larger and better-funded firms or adverse regulatory changes," S&P said. "We view positively Millennium's market position as a leading independent provider of small-balance automatic IRA rollovers, recurring revenue profile, and high profit margins." "Our stable outlook reflects our view that, despite elevated leverage in the mid-8x area and weak EBITDA cash interest coverage below 2x through 2020, leverage will decline by about 0.7x over the next 12 months," S&P said. "We expect the company to benefit from strong operating leverage within its key automatic rollover IRA segment and from secular tailwinds within the U.S. retirement savings industry. Specifically, we expect S&P Global Ratings-adjusted debt to EBITDA to decline to the high-7x area in 2020 from the mid-8x area in 2019, S&P Global Ratings-adjusted EBITDA cash interest coverage in the mid-1x area, and modest free operating cash flow (FOCF) generation in 2019." S&P said it could lower its ratings if EBITDA cash interest coverage falls below 1.2x, cash flow generation after debt servicing is persistently negative, available liquidity sharply falls due to a meaningful draw on the revolver, or it expects a payment default. This could result from debt-funded shareholder distributions, unanticipated client attrition as a result of weakness among key channel partners, execution missteps that hurt the firm's reputation, or difficulty obtaining favorable terms on client cash demand deposits, according to S&P. "We could raise the credit rating if the company improves its credit metrics such that S&P Global Ratings-adjusted debt to EBITDA is persistently below 7x and FOCF to debt is sustained in the mid-single-digit percent area. We believe that such deleveraging would be possible if management executes its growth strategy such that it increases its net interest income, broadens its product mix or expands its serviced account base," S&P said. MLW LLC: Seeks to Hire Pavlik Realty as Realtor ----------------------------------------------- MLW, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to hire a realtor. The Debtor proposes to employ Pavlik Realty LLC and the firm's principal Mitchell Pavlik to either sell or secure a tenant for its real property located at 10207 100th Street South, Boynton Beach, Florida. Pavlik Realty has agreed to a 10% commission as to leasing of the property. The firm neither holds nor represents any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The realtor can be reached through: Mitchell R. Pavlik Pavlik Realty LLC 4850 N.W. 74th Place Coconut Creek, FL 33073 Tel: 954-604-1409 Fax: 954-531-0735 Email: pavlikrealty@aol.com About MLW LLC MLW, LLC, is a lessor of real estate in Boynton Beach, Florida. It is the fee simple owner of a real property located at 10207 100th Street, South Boynton Beach, Florida, valued by the company at $1 million. MLW, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-14567) on April 18, 2018. In the petition signed by Mark L. Woolfson, managing member, the Debtor disclosed $1.06 million in assets and $1.22 million in liabilities. Judge Erik P. Kimball presides over the case. Alan R. Crane, Esq., at Furr & Cohen, P.A., serves as the Debtor's bankruptcy counsel. MULTIFLORA GREENHOUSES: Ch. 11 Case Converted to Ch. 7 ------------------------------------------------------ Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina entered an Order converting the Chapter 11 case of Multiflora Greenhouses, Inc., to Chapter 7 and denied the U.S. Bankruptcy Administrator's bid for the appointment of Chapter 11 trustee or examiner. Judge Kahn, instead, ordered the appointment of Everett B. Saslow, Jr. as a Chapter 7 trustee and that the blanket bond is adjudged sufficient. About Multiflora Greenhouses and Austram LLC Multiflora Greenhouses, Inc. -- http://www.multifloragreenhouses.com/-- is a greenhouse grower and wholesaler based in Hillsborough, North Carolina. It grows and distributes hundreds of plant varieties as well as offers other products and services. Austram, LLC, manufactures clay products and refractories. Multiflora and Austram sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case Nos. 18-80691 and 18-80693) on Sept. 24, 2018. In the petitions signed by Richard Mason, president, Multiflora estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Austram disclosed less than $50,000 in assets and liabilities. Judge Benjamin A. Kahn oversees the cases. The Debtors tapped Parry Tyndall White as their legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. N&B MGMT: Trustee's $35K Sale of Swissvale Borough Property Okayed ------------------------------------------------------------------ Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Jeffrey J. Sikirica, Chapter 11 Trustee for N & B Management Co., LLC, to sell the real property located at 2033 Lafayette Street, Swissvale Borough, Allegheny County, Pennsylvania, and identified as tax parcel 0178-F-00080-0000-00, to John Korn or his assigns for $35,000. A hearing on the Motion was held on Jan. 31, 2019 at 2:30 p.m. The sale is free and divested of all liens and claims; and is "as is, where is, with all faults" and with no representations and/or warranties of any kind expressed or implied. At the closing of the sale, the following will be paid: a. Real estate transfer taxes estimated in the amount of 2% of the final sales price will be prorated equally between the Successful Bidder and the Debtor; b. Real estate taxes for the school district, county and City, including all delinquent real estate taxes due at the time of the closing will be prorated over the tax year of the closing date between the Successful Bidder and the Debtor; c. Municipal liens for sewage, water and rubbish due from any sources at the time of closing; d. Real estate broker's commission and fees of $4,000 plus $395; 6. Normal miscellaneous closing costs related to documentation, lien letters, etc.; and, f. The balance of the proceeds will be held in trust by the N & B Trustee pending distribution pursuant to further Order of Court. The deed provided by the Trustee to transfer the Real Property will be by "Special Warranty Deed." The closing will occur within 30 days of the date of the Order. Pursuant to W.PA.LBR. 6004-1(c)(4), within seven calendar days of the later of the Closing Date, the Trustee will file a report of sale. About N & B Management Co N & B Management Company, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-24728) on Dec. 23, 2016, estimating less than $1 million in assets and liabilities. Jeffrey Sikirica was appointed Chapter 11 trustee in the Debtor's case on May 15, 2018. Francis E. Corbett, Esq., is the Debtor's counsel. Jeffrey J. Sikirica, Esq., in Gibsonia, Pennsylvania, serves as the Debtor's counsel. N&B MGMT: Trustee's $40K Sale of Swissvale Borough Property Okayed ------------------------------------------------------------------ Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Jeffrey J. Sikirica, Chapter 11 Trustee for N & B Management Co., LLC, to sell the real property located at 1914 Lafayette Street, Swissvale Borough, Allegheny County, Pennsylvania, and identified as tax parcel 0178-F-00126-0000-00, to John Korn or his assigns for $40,000. A hearing on the Motion was held on Jan. 31, 2019 at 2:30 p.m. The sale is free and divested of all liens and claims; and is "as is, where is, with all faults" and with no representations and/or warranties of any kind expressed or implied. At the closing of the sale, the following will be paid: a. Real estate transfer taxes estimated in the amount of 2% of the final sales price will be prorated equally between the Successful Bidder and the Debtor; b. Real estate taxes for the school district, county and City, including all delinquent real estate taxes due at the time of the closing will be prorated over the tax year of the closing date between the Successful Bidder and the Debtor; c. Municipal liens for sewage, water and rubbish due from any sources at the time of closing; d. Real estate broker's commission and fees of $4,000 plus $395; 6. Normal miscellaneous closing costs related to documentation, lien letters, etc.; and, f. The balance of the proceeds will be held in trust by the N & B Trustee pending distribution pursuant to further Order of Court. The deed provided by the Trustee to transfer the Real Property will be by "Special Warranty Deed." The closing will occur within 30 days of the date of the Order. Pursuant to W.PA.LBR. 6004-1(c)(4), within seven calendar days of the later of the Closing Date, the Trustee will file a report of sale. About N & B Management Co N & B Management Company, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-24728) on Dec. 23, 2016, estimating less than $1 million in assets and liabilities. Jeffrey Sikirica was appointed Chapter 11 trustee in the Debtor's case on May 15, 2018. Francis E. Corbett, Esq., is the Debtor's counsel. Jeffrey J. Sikirica, Esq., in Gibsonia, Pennsylvania, serves as the Debtor's counsel. NASSAU JOHN: Feb. 26 Plan Confirmation Hearing ---------------------------------------------- The Bankruptcy Court has issued an order giving preliminary approval of the disclosure statement explaining Nassau John Holdings LLC's Plan of Reorganization and scheduled the hearing on the final approval of the Disclosure Statement and confirmation of the Plan for February 26, 2019 at 10:00 AM. Objections, if any, to Confirmation of the Plan or final approval of the Disclosure Statement shall be filed and served on or before February 22, 2019 at 12:00 p.m. Prior to the confirmation hearing, the Debtor filed a modified Plan. Under the modified Plan, Class 1 - General Unsecured Claims with claim $4,671,967.17 are unimpaired. Subject to the provisions of article 7 of the Plan with respect to Disputed Claims, in full satisfaction, release and discharge of Class 1 Unsecured Claims, each Holder of a Class 1 Unsecured Claim against the Debtor shall receive on the Effective Date, or as soon thereafter as is reasonably practicable, except to the extent that a holder of an Allowed General Unsecured Claim agrees to other treatment of such Allowed General Unsecured Claim or has been paid before the Effective Date, Cash equal to the 100% of the Allowed amount of such Claim. Funding for the Plan shall be from the Post-Confirmation Debtor, contributions from the Debtor’s Interest Holders and/or any other source identified by the Debtor/Post-Confirmation Debtor, who will evidence its financial ability to satisfy such payments at or prior to the Confirmation hearing. In connection therewith, and other than the balance of the Purchase Price due to Galb which shall be paid by the Title Company from funds provided by the Post-Confirmation Debtor and/or its Interest Holders at Closing, payments to Holders of Unsecured Claims shall be made pursuant to the Plan. A full-text copy of the Disclosure Statement, as modified, dated January 24, 2019, is available at https://tinyurl.com/yab5al53 from PacerMonitor.com at no charge. About Nassau John Holdings Headquartered in New York, New York, Nassau John Holdings LLC filed for chapter 11 bankruptcy protection (Bankr. N.Y.S.B Case No. 18-23921) on Dec. 16, 2018, with estimated assets at $50 million to $100 million and estimated liabilities at $1 million to $10 million. The petition was signed by David Goldwasser, as the Managing Member of GC Realty Advisors, LLC, the Manager of Nassau John Holdings LLC. NELSON INC: Cadles Seeks Ch. 11 Trustee Appointment --------------------------------------------------- Cadles of West Virginia, LLC, a secured creditor of Nelson, Inc., asked the U.S. Bankruptcy Court for the Western District of Tennessee to appoint a Chapter 11 trustee for the Debtor. Cadles is a secured creditor with a blanket lien on Debtor's personal property including, but not limited to, all inventory, chattel paper, accounts, equipment, and general intangibles. Cadles is owed approximately $3,017,763.54, plus other accruing interest and fees, as stated in the Debtor's loan documents. Based on the request, the Debtor has sought protection from the Court against the enforcement of its debts yet it has exhibited an inability to meet the reporting requirements demanded of it in exchange. Further, Cadles asked that a trustee should be appointed to manage the Debtor's estate, given the Debtor's mismanagement of assets, the unauthorized transfer of estate assets after the filing of the petition, the failure to provide essential financial data, and the inability to file or disclosure statement and plan in 17 months. Cadles is represented by: Toni Campbell Parker, Esq. 615 Oakleaf Office LN, Ste. 201 Memphis, TN 38117 Tel: (901) 683-0099 Email: Tparker002@att.net About Nelson Inc. Headquartered in Memphis, Tennessee, and founded in 1972, Nelson, Inc. -- http://www.nelson-inc.net-- is an SBA Certified HUB Zone contractor licensed in Tennessee, Mississippi, Arkansas, Louisiana, Virginia, and the District of Columbia. Nelson is a 100% African American owned and operated firm with offices located in Memphis, Washington, DC, North Mississippi and the Mississippi Gulf Coast. During construction, Nelson provides all on-site management, supervision, and administration as required, to assure the success of this important reconstruction process. Nelson, Inc., previously sought bankruptcy protection on May 4, 2011 (Bankr. W.D. Tenn. Case No. 11-24542). Nelson, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 17-29082) on Oct. 15, 2017, listing $5.62 million in total assets and $10 million in total liabilities. Will Nelson, president, signed the petition. NEOVASC INC: Pierangeli Clinic Peforms First Reducer Implant ------------------------------------------------------------ Neovasc, Inc., announced that the Pierangeli Clinic of Pescara, Italy, under the guidance of its head of cardiology, Dr. Stefano Guarracini, has initiated a program to provide its patients access to the Neovasc Reducer, a CE-Marked medical device for the treatment of refractory angina. On Feb. 4, 2019, the Pierangeli Clinic performed their first Reducer implant. The patient, a 61 year old male, who despite surgical myocardial and transcatheter revascularization, and optimal medical therapy, continued to suffer from angina. The Pierangeli Clinic is the first facility to perform the Reducer in the Abruzzo region of Italy. The case was supported by the GADA Group, Neovasc's Italian distributor for the Reducer. Fred Colen, CEO of Neovasc, commented, "We are pleased to add the Pierangeli Clinic to the growing list of cardiology departments that are providing the Reducer therapy to their refractory angina patients...Through our work with these clinics and our distribution partners, such as the GADA Group, which brought the Reducer to Pierangeli, we look forward to helping a growing number of refractory angina patients, who often find limited or no relief from other therapies. We are also pleased to report the second successful implantation of a Reducer in the U.S. under compassionate use and that the patient is doing fine." "The everyday lives of these patients are often disastrous and the goal of the Reducer therapy is to offer a better quality of life," explains Dr. Guarracini. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had US$17.37 million in total assets, US$32.06 million in total liabilities, and a total deficit of US$14.69 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24.86 million during the year ended Dec. 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6.06 million. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NEW BEGINNING: Amends Plan to Correct Case Caption, Number ---------------------------------------------------------- New Beginning Missionary Baptist Church, Inc., filed a first amended Chapter 11 plan of reorganization to reflect corrected case caption and case number. Class 4 consists of all Unsecured Claims, not otherwise classified in the Plan. Under the Plan, within 30 days of the Effective Date, Holders of Allowed Class 4 Claims shall be paid in full, plus post-petition and post-confirmation interest at the rate of 4.75% from the Debtor’s donations, gifts and collections for a total due of. Class 4 is Unimpaired by the Plan. Holders of a Class 4 Claims shall not be entitled to vote to accept or reject the Plan and shall be deemed to have accepted the Plan. Class 2 consists of the Secured Claim of Herring Bank. Hearring Bank shall retain its lien on the Debtor’s Real Property, subject to avoidance of any such liens by the Bankruptcy Court. The Allowed Secured Claim Herring Bank in an amount not to exceed $1,393,939.05, plus post-petition interest of 6.75% APR shall be paid in full, with payments beginning on the Effective Date of the Plan. Herring Bank’s Secured Claim shall be paid weekly payments of $1,508.00 for 59 weeks beginning on the Effective Date of the Plan and a balloon payment of $1,328,808.60 in the 60th week in the 260th week after the Effective Dade of the Plan for a total due of $1,417,780.60. Class 5 shall not receive or retain any interest under the Plan on account of such Equity Interests. Class 5 is Impaired by the Plan. Class 5 Equity Interests conclusively is presumed to have rejected the Plan and is not entitled to vote to accept or reject the Plan. Upon confirmation of the Plan the Equity Interests in the Debtor shall be extinguished and 100% of the Equity Interests in the Reorganized Debtor shall be issued to Gianfranco Napolitano and Monica Querales, as husband and wife. The Plan shall be implemented on the Effective Date, and the primary source of the funds necessary to implement the Plan initially will be exclusively provided by the Debtor. At the present time, the Debtor believes that the Reorganized Debtor will have sufficient funds to pay in full the expected payments required under the Plan. A full-text copy of the First Amended Plan dated January 16, 2019, is available at https://tinyurl.com/yaqfzr4t from PacerMonitor.com at no charge. About New Beginning Missionary Baptist Church Inc. New Beginning Missionary Baptist Church, Inc., is a religious organization in Miami Gardens, Florida. New Beginning Missionary Baptist Church sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19865) on Aug. 14, 2018. It previously filed for bankruptcy protection (Bankr. S.D. Fla. Case No. 12-37848) on Nov. 20, 2012. In the petition signed by Lakeisha T. Readon, director, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Jay A. Cristol presides over the case. NEW CENTURY: Summary Judgment in Favor of MERS, et al., Upheld -------------------------------------------------------------- In the case captioned Ann Marie DiLibero, v. Mortgage Electronic Registration Systems, Inc., et al., No. 2017-57-Appeal (R.I.), the Supreme Court of Rhode Island affirms the Superior Court's entry of summary judgment in favor of defendants, Mortgage Electronic Registration Systems, Inc. (MERS); UBS Real Estate Securities, Inc.; USA Residential Properties, LLC; and Rushmore Loan Management Services, LLC. On appeal, DiLibero raises several arguments in support of her contention that the Superior Court erred in granting summary judgment. First, DiLibero contends that, by presenting the certified copy of the New Century Mortgage Corporation rejection of its MERS membership, she established that MERS was not the agent or nominee for New Century in March 2009 and, thus, the assignment of the mortgage from MERS to UBS was void. DiLibero next argues that the motion justice made inappropriate findings of fact when he found that the note had been transferred from New Century to Bank of America. In addition, DiLibero alleges that, because defendants failed to comply with the notice requirements set forth in G.L. 1956 section 34-27-3.1, she did not receive proper notice of default. Finally, DiLibero claims that summary judgment was inappropriate because she did not receive a copy of the motion or the memorandum in support thereof filed by defendants. After a thorough review of the record, it is clear that DiLibero failed to submit competent evidence sufficient to raise a genuine issue of material fact as to whether the assignment of the mortgage by MERS to UBS was valid. Instead, DiLibero failed to object to the motion and then failed to articulate a legitimate argument in opposition to summary judgment. Although DiLibero submitted a certified copy of New Century's rejection of its executory contract with MERS filed in the bankruptcy court, she failed to contradict the affidavits attached to defendants' memorandum in support of summary judgment through argument or documentary evidence. The Court recognizes that DiLibero was a pro se litigant during the summary judgment proceedings; however, "[e]ven if a litigant is acting pro se, he or she is expected to familiarize himself or herself with the law as well as the rules of procedure." Accordingly, because DiLibero was afforded several opportunities to defend against defendants' motion for summary judgment and failed to do so, the Court is of the opinion that the hearing justice did not err in granting summary judgment in favor of defendants. A copy of the Court's Order dated Jan. 7, 2019 is available at https://bit.ly/2Giktxz from Leagle.com. John B. Ennis, Esq., For Plaintiff. Thomas J. Walsh, Esq., For Defendant. About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold its assets in transactions approved by the Bankruptcy Court. The Bankruptcy Court confirmed the Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors on July 15, 2008, which became effective on Aug. 1, 2008. An appeal was taken and, on July 16, 2009, District Judge Sue Robinson issued a Memorandum Opinion reversing the Confirmation Order. On July 27, 2009, the Bankruptcy Court entered an Order Granting Motion of the Trustee for an Order Preserving the Status Quo Including Maintenance of Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole Officer and Director of the Debtors, Pending Entry of a Final Order Consistent with the District Court's Memorandum Opinion. On Nov. 20, 2009, the Court entered an Order confirming the Modified Second Amended Joint Chapter 11 Plan of Liquidation. The Modified Plan adopted, ratified and confirmed the New Century Liquidating Trust Agreement, dated as of Aug. 1, 2008, which created the New Century Liquidating Trust and appointed Alan M. Jacobs as Liquidating Trustee of New Century Liquidating Trust and Plan Administrator of New Century Warehouse Corporation. NEW ENGLAND MOTOR: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: New England Motor Freight, Inc. 1-71 North Ave E Elizabeth, NJ 07201 Business Description: New England Motor Freight, Inc. - http://www.nemf.com-- provides less-than- truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. Chapter 11 Petition Date: February 11, 2019 Eleven affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- New England Motor Freight, Inc. (Lead Case) 19-12809 Eastern Freight Ways, Inc. 19-12812 Apex Logistics, Inc. 19-12815 Hollywood Avenue Solar, LLC 19-12818 Carrier Industries, Inc. 19-12820 NEMF Logistics, LLC 19-12821 Jans Leasing Corp. 19-12824 NEMF World Transport, Inc. 19-12826 Myar, LLC 19-12827 MyJon, LLC 19-12828 United Express Solar, LLC 19-12830 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. John K. Sherwood Debtors' Counsel: Karen A. Giannelli, Esq. Mark B. Conlan, Esq. Brett S. Theisen, Esq. GIBBONS P.C. One Gateway Center Newark, New Jersey 07102 Tel: (973) 596-4500 (973) 596-4505 Fax: (973) 596-0545 E-mail: kgiannelli@gibbonslaw.com mconlan@gibbonslaw.com btheisen@gibbonslaw.com Debtors' Special Counsel: WHITEFORD, TAYLOR & PRESTON LLP Debtors' Restructuring Advisor: PHOENIX MANAGEMENT SERVICES, LLC Debtors' Claims Agent: DONLIN RECANO New England Motor's Estimated Assets: $100 million to $500 million New England Motor's Estimated Liabilities: $50 million to $100 million The petition was signed by Vince Colistra, chief restructuring officer. A full-text copy of New England Motor's petition is available for free at: http://bankrupt.com/misc/njb19-12809.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ JP Morgan Chase Bank Loan $10,346,000 250 Pehle Ave, Ste 105 Saddle Brook, NJ 07663 Attn: Michael Fondacaro Tel: 212-499-2511 Email: michael.a.fondacaro@chase.com TD Bank Bank Loan $9,283,000 1000 MacArthur Blvd Mahwah, NJ 07430 Attn: Bethany Buitenhuys, VP Tel: 207-761-8575 Email: Bethany.buitenhuys@td.com East West Bank Bank Loan $5,951,656 533 Madison Ave, 8th FL New York, NY 10022 Attn: Andrew Ross, SVP Tel: 646-648-9961 Email: andrew.ross@eastwestbank.com Santander Bank Bank Loan $4,387,344 200 Park Ave, Ste 100 Florham Park, NJ 07932 Attn: Brian Braungard, VP Tel: 717-221-3872 Email: brian.braungard@santander.com IAM National Pension Fund Employee $1,676,814 1300 Connecticut Ave, Ste 300 Benefits Washington, DC 20036 Attn: Ryk Tierney, Exec. Dir. and Raymond Goad, Jr. General Counsel Great Dane LLC Trade Creditor $918,750 2266 Four Star DR Mount Joy, PA 17552 Attn: Frank Korn Tel: 800-231-6343 x1506 Email: fkorn@negd.net Gallagher & Bassett Serv Inc Insurance $483,031 15763 Collections Center DR Claims Chicago, IL 60693 Administration Attn: Barbara Amato Capital One Bank Loan $428,000 499 Thornal St, 11th FL Edison, NJ 08837 Attn: Robert Harvey Tel: 201-306-8110 Email: robert.harvey@capitalone.com Massachussetts Dept of Revenue Taxes $322,877 PO Box 7049 Boston, MA 02204 Attn: Carol A. Fayan, Esq. Office of Appeals P.O. Box 9551 Boston, MA 02114-9551 Fax: 617-660-9597 Landstar Global Trade Creditor $228,822 Logistics, Inc. P.O. Box 784302 Philadelphia, PA 19178-4302 Tel: 904-399-8909 VFS US, LLC Trade Creditor $223,949 North American Transaction SER PO Box 7247-6171 Philadelphia, PA 19170-6171 Attn: Jackie Inge Tel: 800-856-9238 x4322 Email: jackie.inge@vfsco.com Superior Distributors Trade Creditor $184,668 4 Midland Ave Elmwood Park, NJ 07407 Attn: Marlene Tel: 201-797-9490 Email: marlene@superiordistributorsinc.com Guttman Oil Co Trade Creditor $136,183 PO Box 536250 Pittsburgh, PA 15253-5904 Attn: Gregg Colicchie Tel: 724-489-5199 Email: gcolicchie@guttmangroup.com IPC (USA), Inc. Trade Creditor $130,693 PO Box 3250 Ellicot City, MD 21042 Attn: Dahlia Hockless Tel: 949-648-5654 Email: dahlia.hockless@usipc.com Englefield, Inc. Trade Creditor $109,381 1935 James Parkway Heath, OH 43056 Attn: Amy Ybarra Tel: 800-282-1675 x 3182 Email: amy.ybarra@englefieldoil.com Lucky's Energy Service, Inc. Trade Creditor $106,852 6801 W 73rd St Bedford Park, IL 60499-0637 Attn: Lisa Luchtman Email: lisa@luckysenergy.com Bridgestone Americas Trade Creditor $102,210 Tire OPS LLC PO box 73418 Chicago, IL 60673-7418 Attn: Len Albuquerque Tel: 908-451-0002 Email: albuquerqueleonard@bfusa.com James River Petroleum, Inc. Trade Creditor $94,572 Dept 720067 Charlotte, NC 28201-1335 Attn: Kaiti Mallard Tel: 804-767-8192 Email: kmallard@jrpenergy.com East River Energy, Inc. Trade Creditor $91,258 PO Box 388 Guilford, CT 06437-0388 Tel: 800-336-3762 Pilot Travel Centers, LLC Trade Creditor $87,109 Pilot Receivables Dept 5500 Lonas Drive, Ste 260 Knoxville, TN 37909 Attn: Tonya Vaughn Tel: 865-474-2543 Custom Bandag, Inc. Trade Creditor $75,818 401 East Linden Ave Linden, NJ 07036-2411 Attn: Jack Ventura Tel: 908-862-2400 Email: jventura@custombandag.com Dennis K. Burke, Inc. Trade Creditor $75,142 PO Box 3639 Boston, MA 02241-3629 Tel: 617-884-7800 AAA Cooper Transportation Trade Creditor $73,978 PO Box 935003 Atlanta, GA 31193-5003 Attn: Charlie Pricket, EVP & COO Email: Charlie.prickett@aaacooper.com Pinnacle Fleet Solutions Trade Creditor $71,310 PO Box 742294 Atlanta, GA 303742294 Attn: Patty Seidelman Tel: 630-925-7676 Email: pseidelman@corcentric.com Tote Puerto Rico LLC Trade Creditor $65,469 PO Box 409363 Atlanta, GA 30384-9363 Attn: Joseph Giorgio Tel: 904-855-1260 Email: jgiorgio@totemaritime.com Riggins, Inc. Trade Creditor $57,169 PO Box 150 Milville, NJ 08332 Attn: Paul Riggins Tel: 856-825-7600 Email: rpriggins@rigginsoil.com Mirabito Fuel Group Trade Creditor $55,895 The Metrocenter-49 Court St Binghamtom, NY 13902 Tel: 607-337-4321 Shipley Fuels Marketing, LLC Trade Creditor $55,442 PO Box 15052 York, PA 17405 Attn: Andrew Graver Tel: 717-771-1914 Email: agraver@shipleyenergy.com Michelin North America, Inc. Trade Creditor $54,891 PO Box 100860 Atlanta, GA 30384-0860 Attn: Pam Parker Tel: 864-458-4749 Email: pam.parker@michelin.com Redstone Logistics, LLC Trade Creditor $54,288 8500 W 110th St Overland Park, KS 66201 Attn: Jim Ritchie Email: j.ritchie@logrg.com NEW ENGLAND MOTOR: Files for Chapter 11 to Wind Down ---------------------------------------------------- New England Motor Freight, Inc., and 10 related entities voluntarily filed for relief under Chapter 11 of the Bankruptcy Code on Feb. 11, 2019, to facilitate an orderly wind-down of most of its operations that will result to 90% of 3,500 employees losing their jobs in the next three weeks. Vincent Colistra, a senior managing director with Phoenix Management Services, Inc., and chief restructuring officer for the Company, said, "We have worked hard to explore options for New England Motor Freight, but the macro-economic factors confronting this industry are significant." Upon the recommendation of its advisors, the Company has determined that a Chapter 11 proceeding is the best mechanism to maximize the value of its assets for the benefit of its employees and various creditor constituencies. The Debtors' workforce is made up of 3,450 full-time and part-time employees. The orderly liquidation of the Debtors will involve the immediate wind-down of nine of the eleven Debtor entities; and the sale of the Debtors' two most profitable entities, Eastern Freight Ways, Inc. and Carrier Industries, Inc., as going-concerns pursuant to a Court-approved 11 U.S.C. Sec. 363 bidding and auction process. Eastern and Carrier will continue operations as a going concern pending the completion of a Sec. 363 sale. With respect to the other nine Debtor entities, their businesses will operate in wind-down mode for a short period of time during the liquidation process. The Debtors intend to provide notice to all (or substantially all) of the employees of those nine entities that their jobs would be terminated as a result of the liquidation. It is contemplated that more than 90% of the employees, both union and non-union, will be terminated within the first three weeks of the Petition Date. Prepetition Capital Structure The Debtors' primary secured debt is for vehicle and related equipment financing related to its fleet of vehicles. The Debtors believe that each of these vehicle financing transactions is evidenced by a separate note and security agreement providing for liens on specific financed fleet vehicles and related equipment. The Debtors currently have outstanding obligations for vehicles and equipment with 12 separate lenders in the outstanding principal aggregate amount of approximately $57.1 million exclusive of interest and fees. Of that amount, approximately $47.4 million is owed by NEMF and approximately $9.7 million is owed by Eastern. It is anticipated that the Vehicle Lenders will assert that the entire amount of that debt is secured. NEMF has obtained various letters of credit to support workers compensation insurance and fleet vehicle and automobile insurance, in the aggregate amount of approximately $30.4 million. As of the Petition Date none of the Letters of Credit have been drawn upon. However, because NEMF has been unable to successfully renew or replace the existing Letters of Credit, it is expected that prior to the expiration of the current Letters of Credit, each insurance company beneficiary under each Letter of Credit will draw upon its Letter of Credit. The Letters of Credit lenders are JPMorgan Chase, TD Bank, Santander Bank, East West Bank and Capital One. The Debtor also has secured insurance premium financing debt with: (i) Bank Direct Capital Finance with regard to workers compensation insurance and umbrella insurance in the approximate outstanding amount of $968,728 (as of Dec. 31, 2018); and (ii) Agile Premium Finance for cargo insurance in the outstanding approximate amount of $40,818 (as of Dec. 31, 2018). The Debtors have outstanding term loan obligations due for solar electric systems and other related costs (the "Solar Loans"). The Debtors owe the principal amount of approximately $1.1 million on these loans. The Debtors owe their trade creditors approximately $9.5 million as of the Petition Date. The Debtors also owe approximately $3.2 million in other unsecured liabilities as of the Petition Date, including approximately $1.7 million pursuant to a pension settlement agreement. NEMF's equity interests are owned by Shevell Dynasty Trust (97.3041%) and Myron P. Shevell (2.6959%). Events Leading to Filing Vincent Colistra, senior managing director of Phoenix Management Services, LLC, who is presently serving as the Debtors' CRO, explains that several factors have severely impacted the profitability of the Debtors' businesses, ultimately prompting the current liquidity crisis that dictated the Debtors' decision to commence the Chapter 11 Cases in order to conduct an orderly liquidation of their assets. While the company's operations were profitable for decades since the current ownership group acquired NEMF in 1977, the Debtors have suffered a downward trend over recent years, which was exacerbated in late 2018 by the unexpected loss of key accounts, the shortage of drivers, a new Union contract with onerous retroactive terms, and the L/C Lenders' ultimate unwillingness to restructure the Debtors' letters of credit obligations under terms acceptable to the Debtors. Changes and competition within the industry have had an ongoing negative impact on the Debtors' revenues. The Debtors' workforce is made up of approximately 3,450 full-time and part-time employees. The union workforce consists of approximately: 1,425 truck drivers, and 475 dock workers, for a total of approximately 1,900 Union employees. The non-union workforce consists of, approximately: 145 truck drivers at Eastern, 600 part-time workers (primarily dock workers), and 805 other employees, for a total of approximately 1,550 non-union employees. Employee costs for the Debtors are, in the aggregate, substantially above industry norms. Most of the LTL companies competing with the Debtors operate under non-unionized conditions. At the same time, there has developed an industry-wide shortage of drivers, putting the Debtors, with an aging fleet of vehicles, at a severe disadvantage. Due to those factors, among others, the Debtors have experienced severe liquidity constraints. While the Debtors have recently made extensive efforts to reduce costs and re-focus business, such efforts were not enough to effectively reduce losses and stave off a bankruptcy filing. The Debtors engaged in negotiations with the L/C Lenders in an attempt to renew each of the thirteen Letters of Credit, ten of which have expiration dates in March and April of this year, with corresponding renewal deadlines in February and March of this year. These negotiations were ultimately unsuccessful due to the ongoing losses and the reduction in liquidity. Beginning in the second half of 2018, the Debtors entered into negotiations with JP Morgan Chase to consolidate all of the Letters of Credit. These negotiations continued for several months and the Debtors believed they would ultimately be successful. On Dec. 20, 2018, the Debtors retained Phoenix to assess the situation, analyze the Debtors' liquidity position, and take over the negotiations with the L/C Lenders to implement a debt consolidation and restructuring plan. Shortly thereafter, NEMF released its results for the third quarter of 2018. Unfortunately, after JP Morgan Chase reviewed those results, it determined not to proceed under the original terms it had proposed to the Debtors with respect to the debt consolidation and restructuring proposal that had been under negotiation. Thus, beginning in early January 2019, and continuing for approximately three weeks, the Debtors' CRO attempted to negotiate renewals of the Debtors' 13 letters of credit with 5 different banks, 10 of which have expiration dates in March and April of 2019. On Jan. 18, 2019, TD Bank advised it would agree to hold off on making a determination not to renew its Letters of Credit in order to give Phoenix time to complete its cash flow analysis, but also advised that it would agree to renew its Letters of Credit only if all the other L/C Lenders agreed to renew their respective Letters of Credit. At that point, the CRO had secured tentative commitments from three of the other four L/C Lenders to renew. The following week, however, one of the L/C Lenders informed the CRO that it would not proceed with the renewal commitment unless the Debtors agreed to (i) provide additional collateral as security for the Letters of Credit, and (ii) obtain a commitment from the Debtors' equity holders to put additional capital into the companies. On Jan. 25, 2019, TD Bank declared a default under its Letters of Credit based on an asserted (and entirely subjective) "insecure" position, and placed an administrative freeze on Debtors' deposit accounts with TD Bank. TD Bank took this action despite the fact that its Letters of Credit have not been drawn upon and there is, accordingly, no payment default by the Debtors. This action denied Debtors access to approximately $2.8 million in funds needed for business operations. TD Bank then proposed to modify the account freeze if the Debtors would sign a release of liability related to the default notice. The Debtors determined that the release of liability was not in the Debtors' best interests, but as a compromise offered to provide $1.2 million to TD Bank as permanent security for its $1.0 million letter of credit for the benefit of Arch Insurance Company. TD Bank turned down the offer. On Jan. 29, 2019, TD Bank sent a notice to Arch Insurance Company of nonrenewal of a $1.0 million Letter of Credit which was issued for the benefit of Arch Insurance Company in support of certain workers compensation insurance. This Letter of Credit is due to expire on April 1, 2019. Shortly thereafter, the Debtors' CRO reached out to Santander Bank and East West Bank, both of which also advised that they would not renew their Letters of Credit. JPMorgan Chase advised that because it had not received the additional collateral it requested that it did not plan to renew. Around this same time, the Debtors' CRO received several significant financial reports concerning the Debtors. First, Phoenix completed its 17-week cash flow projection for each of the eleven Debtors individually, and on a consolidated basis, which showed that NEMF would burn approximately $18 million cash during that period; the Debtors overall would burn approximately $16 million cash during the same period. Second, the Debtors' chief financial officer provided Phoenix with the Debtors' preliminary 4th quarter and year-end results for 2018. The results showed NEMF had experienced a 4th quarter operating loss of $8.4 million; the Debtors overall experienced a 4th quarter operating loss of $7.3 million. NEMF's 12-month results for 2018 showed an aggregate operating loss of $20.9 million; the Debtors overall experienced an aggregate operating loss of $16.2 million in 2018. Additionally, the Debtors' 2018 EBITDA was only $1.5 million. Significantly, however, the Debtors were facing a projected debt service in 2019 of over $19 million, comprised primarily of principal payments on the rolling stock, plus applicable interest on the overall debt. At the same time, the Debtors' year-end cash position for 2018 was $7.8 million, representing a $16.4 million year over year reduction from year-end 2017. Finally, the Debtors' management provided Phoenix with a preliminary 2019 budget showing a projected 12-month loss of $24 million. Armed with the foregoing financial analysis and projections, and in light of the anticipated non-renewal of the Letters of Credit, the Debtors' CRO determined that the only viable option was to begin a process of orderly liquidation of all of the Debtors' assets. On Jan. 30, 2019, the Debtors' CRO recommended to the Debtors' equity holders and board of directors that the Debtors had no choice but to commence an orderly liquidation process immediately. Up until this point, the goal had been an out-of-court workout, or, at worst, a reorganization proceeding. The Debtors therefore determined to transition all of their focus and efforts immediately into wind-down operations and liquidation, under the protection of chapter 11, and immediately engaged debtors counsel. On Monday morning, Feb. 11, 2019, the Debtors reached an agreement in principle with the Union with respect to a severance package for terminated rank and file Union employees. The Debtors will present this settlement to the Court for approval pursuant to Fed. R. Bank. P. 9019. A copy of the affidavit in support of the first day motions is available at: http://bankrupt.com/misc/NEMF_22_1st_Day_Affidavit.pdf About New England Motor Freight New England Motor Freight, Inc. provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. NEMF and 10 subsidiaries sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019, to wind-down operations. The Honorable John K. Sherwood is the case judge. NEMF estimated $100 million to $500 million in assets and the same range of liabilities as of the bankruptcy filing. Gibbons P.C. is the Debtors' bankruptcy counsel. Whiteford, Taylor & Preston LLP is special counsel. Phoenix Management Services is serving as the Company's financial and restructuring advisor. Donlin Recano is the claims and noticing agent. NEW ENGLAND MOTOR: Two Entities to Be Sold as Going Concern ----------------------------------------------------------- New England Motor Freight, Inc., and 10 related entities, which offer a broad range of transportation services, have sought Chapter 11 bankruptcy protection. The Debtors offer a broad range of transportation services. Debtor New England Motor Freight ("NEMF") was founded in 1918 in Elizabeth, New Jersey and is a leading less-than-truckload ("LTL") carrier with a focus in the Mid-Atlantic, Midwest and Northeast United States. NEMF also offers LTL services to its customers across the United States and Canada through a number of partnerships and interline carrier arrangements with other LTL providers. In addition to the LTL business, the Debtors provide truckload ("TL") services through Debtor Eastern Freight Ways, Inc. Debtor Jans Leasing Corp. is a trucking equipment lessor; Debtor Carrier Industries, Inc., offers dedicated third party logistics services; Debtor Apex Logistics, Inc., offers transportation brokerage services, and debtor NEMF World Transport, Inc. ("NEWT") provides non-vessel operation common carrier operations between the United States and Puerto Rico. Debtor NEMF Logistics, LLC, is a third-party logistics company specializing in logistics management services, including warehousing, software, brokerage and support. Debtors Myar, LLC and MyJon, LLC, are both dormant and had no economic actively in 2018. Debtors Hollywood Avenue Solar, LLC, and United Express Solar, LLC, were formed to acquire solar arrays for terminals in South Plainfield and Pennsauken, New Jersey, respectively, at which the Debtors operate. MyJon, Hollywood Solar and United Solar are wholly-owned subsidiaries of NEMF. Myar is a wholly-owned subsidiary of Eastern. The remaining Debtors are all sister entities owned solely by The Shevell Dynasty Trust, or by the Shevell Dynasty Trust and Myron P. Shevell. As of the Petition Date, the Debtors employ approximately 3,450 full-time and part-time employees. Approximately 1,900 of the employees are members of International Association of Machinists and Aerospace Workers, AFL-CIO (the "Union") and are covered by a series of collective bargaining agreements with the Union. In 2017, the Debtors' businesses generated consolidated gross revenues of approximately $373 million. For 2018, the Debtors estimate that their businesses will generate consolidated revenues of approximately $370 million. The Debtors' principal place of business and corporate headquarters is located at 1-71 North Avenue East, Elizabeth, New Jersey, 07201-2859. The Debtors operate from 36 trucking terminals located throughout the Mid-Atlantic, the Northeast and Midwest, and two additional locations in New Brunswick, NJ and Jordan, NY, which are used primarily for administrative staff and for the Eastern operations. The only real property owned by the Debtors is located in Miami, Florida (the "Miami Property"), and is leased to an unrelated third-party trucking company. The Debtors have six main business segments. The Debtors commenced these Chapter 11 Cases to maximize the value of their assets and to effectuate an orderly liquidation process for the benefit of all creditors. The orderly liquidation of the Debtors will involve: (i) the immediate wind-down of nine of the eleven Debtor entities; (ii) the orderly collection of the Debtors' accounts receivables; (iii) the sale of the Debtors' two most profitable entities, Eastern and Carrier, as going-concerns pursuant to a Court-approved Section 363 bidding and auction process; (iv) sales of the Debtors' remaining assets (primarily rolling stock, equipment, machinery and inventory), which are located across the Debtors' 36 terminals; and (v) the sale of the unencumbered Miami Property. Eastern: TL Business Eastern is based in South Brunswick, New Jersey and was established in 1994 to provide TL services within the Northeast and Mid-Atlantic. Gross revenues for Eastern were approximately $30.2 million in 2017, representing approximately 8% of the combined total gross revenues for the Debtors in 2017. The Debtors estimate that Eastern generated gross revenues of approximately $31.0 million in 2018. Eastern principally provides overnight or same-day delivery with an average length of haul of about 400 miles. Eastern uses many of the same terminals and facilities as NEMF. Carrier: Third Party Logistics Business Carrier is a third-party logistics company that provides supply chain management and logistical planning services. Carrier's gross revenues represented less than 1% of the Debtors combined total gross revenues in 2017 and 2018. About New England Motor Freight New England Motor Freight, Inc. provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. NEMF and 10 subsidiaries sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019, to wind-down operations. The Honorable John K. Sherwood is the case judge. NEMF estimated $100 million to $500 million in assets and the same range of liabilities as of the bankruptcy filing. Gibbons P.C. is the Debtors' bankruptcy counsel. Whiteford, Taylor & Preston LLP is special counsel. Phoenix Management Services is serving as the Company's financial and restructuring advisor. Donlin Recano is the claims and noticing agent. NOON MEDITERRANEAN: $50K Sale of Philly Location to NAYA Approved ----------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized Noon Mediterranean, Inc.'s private sale of its Philadelphia location (1601 Market St.), together with all restaurant furniture, fixtures and equipment and inventory and restaurant supplies remaining on the Premises on the Closing Date, to NAYA Express V Philly, LLC, for $50,000 cash plus November rent and rent through Dec. 15, 2018. The sale is free and clear of liens, claims and encumbrances. Landlord PA-1601 Market Street Limited Partnership's Objection is resolved, and assumption and assignment of the Philadelphia Lease is approved, subject to the closing of the transactions contemplated by the Offer on Feb. 7, 2019, on the following terms and conditions: (a) the Debtor will pay $12,500 to the Landlord in resolution of the Debtor's obligations (i) to cure under section 365(b)(1)(A) of the Bankruptcy Code and (ii) to compensate the Landlord for any actual pecuniary loss under section 365(b)(1)(B) of the Bankruptcy Code, in connection with assumption of the Philadelphia Lease; (b) the Purchaser will pay $16,078 to the Landlord on Feb. 4, 2019 on account of the Debtor's February 2019 obligations under the Philadelphia Lease; (c) the Purchaser will deposit with the Landlord a "LC," as defined in the Assignment Agreement, in the amount of $150,000 as the "Security Amount," as defined in the Assignment Agreement, in connection with the Debtor's and the Purchaser's obligations to provide adequate assurance of future performance under sections 365(b)(1)(C) and 365(i)(2)(B) of the Bankruptcy Code, respectively; and (d) the Parties will have executed the Assignment Agreement and NAYA Holdings, LLC will have executed the Guaranty, and both documents will have been delivered to the Landlord. The Debtor's time to assume or reject the Philadelphia Lease under section 365(d)(4) of the Bankruptcy Code is extended through and including the Closing Deadline. The Purchaser's proposed use of the Premises is not prohibited under the Philadelphia Lease. The stay imposed by Interim Bankruptcy Rule 6004(g) and Bankruptcy Rule 6006(d) will not be operative or effective and the Order will not be stayed for 10 days after entry and will be effective and enforceable immediately upon entry. About Noon Mediterranean Established in 2011, Noon Mediterranean, Inc., owns and operates restaurants in Austin, Dallas, Houston, and San Antonio, Texas; and New York City. The company is headquartered in New York. Noon Mediterranean sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-11814) on Aug. 6, 2018. In the petition signed by Stefan Boyd, president and CEO, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Ciardi Ciardi & Astin as its legal counsel. NORTH AMERICA: Unsecured Creditors to Get $1MM Over 6 Years ----------------------------------------------------------- North America Steel & Wire, Inc., filed a Chapter 11 Plan and accompanying disclosure statement proposing to pay general unsecured claims, classified in Class 7, $1,000,000 over six years without interest. The plan proponent will produce guaranty the payments to this class if the Debtor fails to make any installment. Class 2 - ISM secured claim is avoidable as not perfected. The Debtor will bring an action under 11 USC Section 547 to avoid the lien as a preference. The resulting unsecured claim will be treated in Class 7. To the extent that this creditor's lien is not avoided, the debt will be modified and paid over 20 years with 5% interest. Class 3 - Killarney secured claim is avoidable as a preferential transfer. The Debtor will bring an action under 11 USC Section 547 to avoid the lien as a preference. The resulting unsecured claim will be treated in Class 7. To the extent that this creditor’s lien is not avoided, the debt will be modified and paid over 20 years with 5% interest. Class 4 - Butler secured claim is avoidable as a preferential transfer. The Debtor will bring an action under 11 USC Section 547 to avoid the lien as a preference. The resulting unsecured claim will be treated in Class 7. To the extent that this creditor’s lien is not avoided, the debt will be modified and paid over 20 years with 5% interest. Class 5 - Keystone steel & Wire Co., the holder of an execution lien for $382,764 secured claim is avoidable as a preferential transfer. The Debtor will bring an action under 11 USC Section 547 to avoid the lien as a preference. The resulting unsecured claim will be treated in Class 7. To the extent that this creditor's lien is not avoided, the debt will be modified and paid over 20 years with 5% interest. Class 8 - Equity ownership of the Debtor. Maroune & Stemar Investments' ownership will be retained. Equity will add new value in the amount not to exceed $500,000. In addition to the $500,000 needed through August of 2109, the equity ownership will also guarantee the plan payments to the unsecured creditors up to the total payments of $1,000,000. The Equity owners will be granted a lien on the assets to the extent of any money they pay to the Debtor or which they are required to pay under their guaranty. The equity owners will cover any losses in the first five months of the plan and guarantee the payments to the allowed unsecured creditors. The Equity Owner will contribute an amount to pay all Plan Effective Date Obligations. The equity partners have agreed to cover any shortfall in the first five months of the plan as well as guaranteeing the payments to the unsecured creditors. A full-text copy of the Disclosure Statement dated January 28, 2019, is available at https://tinyurl.com/y9369grr from PacerMonitor.com at no charge. About North America Steel North America Steel & Wire Inc. is a manufacturer of copper and zinc coated wires and is located in Butler, Pennsylvania. North America Steel & Wire sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-20718) on Feb. 27, 2018. In its petition signed by Maroune Farah, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Donald R. Calaiaro, Esq., David Z. Valencik, Esq., and Michael Kaminski, Esq., at Calaiaro Valencik serve as the Debtor's bankruptcy counsel. Judge Thomas P. Agresti presides over the case. NORTHEAST BROOKLYN: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Northeast Brooklyn Partnership 132 Ralph Avenue Brooklyn, NY 11233 Business Description: Northeast Brooklyn Partnership is a for-profit partnership whose primary tangible assets are properties located at 409 Kosciuszko Street, Brooklyn, New York; 403 Kosciuszko Street, Brooklyn, New York; 399 Kosciuszko Street, Brooklyn, New York; 397 Kosciuszko Street, Brooklyn, New York; 675 Halsey Street, Brooklyn, New York; and 671 Halsey Street, Brooklyn, New York. Chapter 11 Petition Date: February 11, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-40822 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Allen G. Kadish, Esq. ARCHER & GREINER, P.C. 630 Third Avenue, 7th Floor New York, NY 10017 Tel: 212-682-4940 Fax: 212-682-4942 E-mail: akadish@archerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffrey E. Dunston, president and chief executive officer. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb19-40822.pdf OAK RIVER ASSET: Court Rejects Objections to AHA, et al.'s Claims ----------------------------------------------------------------- Bankruptcy Judge Ernest M. Robles denied the objections of Movants Oak River Asset Management LLC and the Plan Administrator under the Confirmed First Amended Chapter 11 Plan of Liquidation dated Jan. 31, 2018 for Liberty Asset Management Corporation to the proofs of claim filed by AHA, YCJS, and the Lee Investors. AHA, YCJS, and the Lee Investors have filed identical Proofs of Claim against the Liberty and Oak River estates. At issue is whether Claimants are entitled to receive a distribution from Liberty's estate, from Oak River's estate, or from both estates. Because more claims have been filed against the Liberty estate than the Oak River estate, Claimants' distribution will be significantly larger if it is initially paid from Oak River's estate. Claimants assert that they are entitled to receive a distribution from Oak River's estate, as well as a distribution from Liberty's estate if Oak River's estate does not contain sufficient funds to pay their claims in full. Movants assert that Claimants are entitled to receive a distribution only from Liberty's estate. There is no dispute that, at the present time, Liberty owns a 100% equity interest in Oak River. Claimants contend that at the time the Purchase and Sale Agreements were executed, Oak River was a subsidiary and/or affiliate of Liberty. On this basis, Claimants assert that the Purchase and Sale Agreements are enforceable against Liberty. The Plan Administrator argues that there is no evidence that Oak River was a subsidiary and/or affiliate of Liberty at the time the Purchase and Sale Agreements were executed, and that accordingly the Claimants hold no enforceable contractual rights against Oak River and are therefore entitled to receive a distribution only from Liberty's estate. Movants contend that allowing Claimants to recover against the Oak River estate would enable Claimants to receive a greater distribution, to the detriment of other investors who were also defrauded by Liberty. This argument overlooks the fact that Claimants have identified contracts giving rise to a right to be paid from Oak River's estate. The practical effect of acknowledging Claimants' contractual rights will be a reduction in the distribution to other victims of Liberty's fraudulent activities. However, there is nothing nefarious about this result, as Movants imply. Oak River's estate has not been substantively consolidated with Liberty's estate. Unless and until it is shown that the substantive consolidation of both estates is an appropriate remedy, the simple reality is that the recoveries obtained by creditors of Oak River's estate will vary from the recoveries obtained by creditors of Liberty's estate. Claimants seek payment from the Liberty estate only to the extent that funds in the Oak River estate will be insufficient to pay their claims in full. Each Purchase and Sale Agreement was entered into by "Liberty Asset Management Corporation and its respective parent or subsidiary companies and affiliates ...." Therefore, the Purchase and Sale Agreements are enforceable against both the Oak River estate and the Liberty estate. The Court finds that to the extent the Oak River estate does not contain funds sufficient to pay Claimants' claims in full, Claimants are entitled to assert a claim for the remaining unpaid amounts against Liberty's estate. Thus, the Court finds that AHA holds a general unsecured claim in the amount of $720,000; that YCJS holds a general unsecured claim in the amount of $900,000; and that the Lee Investors hold a general unsecured claim in the amount of $900,000. The bankruptcy case is in re: Oak River Asset Management, LLC, Chapter 11, Debtor, Case No. 2:16-bk-19233-ER (Bankr. C.D. Cal.) A copy of the Court's Memorandum Decision dated Jan. 7, 2019 is available https://bit.ly/2Gx7hUU from Leagle.com. Oak River Asset Management LLC, Debtor, represented by Robert Thomas Bryson , Robins Cloud, David B. Golubchik -- dbg@lnbyb.com -- Levene Neale Bender Yoo & Brill LLP, Eve H. Karasik -- ehk@lnbyb.com -- Levene, Neale, Bender, Yoo & Brill L.L.P & Jeffrey S. Kwong -- jsk@lnbyb.com -- Levene Neale Bender Yoo & Brill LLP. United States Trustee, U.S. Trustee, represented by Kelly L. Morrison, Office of the US Trustee. About Oak River Oak River Asset Management LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-19233) on July 12, 2016. In the petition signed by Lawrence Perkins, authorized agent, the Debtor estimated its assets at $10 million to $50 million and debt at $500,000 to $1 million. The case is assigned to Judge Deborah J. Saltzman. The Debtor tapped Leech Tishman Fuscaldo & Lampl, LLP, as its general Chapter 11 reorganization counsel, instead of and in place of its prior counsel, Levene, Neale, Bender, Yoo & Brill LLP, effective as of Oct. 1, 2016. OAKLAND PARK: DOJ Watchdog Seeks Dismissal, Trustee Appointment --------------------------------------------------------------- Daniel M. McDermott, the United States Trustee Region 21, asked the U.S. Bankruptcy Court for the Southern District of Florida to dismiss the chapter 11 case of Oakland Park Inn Inc., or convert it to Chapter 7, or alternatively, appoint a Chapter 11 trustee for the Debtor. According to Mr. McDermott, there is sufficient cause for the Court to dismiss or convert the Chapter 11 case when the Debtor has failed to provide proof of adequate insurance which poses significant liability for the estate and when the Debtor has failed to provide all required guideline documents, per request of the U.S. Trustee dated January 16, 2019. Moreover, the U.S. Trustee noted that a trustee must be appointed where the Debtor has exhibited, at a minimum, gross mismanagement of its financial affairs by, among other things, failing to pay Tourist Development Taxes and rent for several years; failing to maintain books and records; and failing to maintain worker’s compensation insurance for its 21 employees. About Oakland Park Inn Oakland Park Inn Inc. -- http://ramadaoaklandparkinn.com/-- owns and operates the Ramada Oakland Park Inn located at 3001 N. Federal Hwy., Fort Lauderdale 33306. The Ramada branded hotel features outdoor heated pool, business center, fitness center, tiki bar, and restaurant. Oakland Park Inn, Inc., based in Fort Lauderdale, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10620) on Jan. 16, 2019. In the petition signed by Walter W. Johnson, Jr., authorized representative, the Debtor disclosed $7,118 in assets and $3,187,752 in liabilities. The Hon. John K. Olson oversees the case. Kevin C. Gleason, Esq., at Florida Bankruptcy Group, LLC, serves as bankruptcy counsel. ONE HUNDRED: Files Financial Data for Year Ended Dec. 31 -------------------------------------------------------- One Hundred Fold II, LLC, filed a further amended disclosure statement explaining its Chapter 11 plan to disclose its most recent financial data through year ended December 31, 2018, a full-text copy of which is available at https://tinyurl.com/yyvyamq6 from PacerMonitor.com at no charge. Unsecured claims: The debtor has unsecured debt due to collateral that has a current market value less than the balance owed on the secured claims as a result of flood damage, demolition, and depressed values in the area. These claims are proposed to be settled by the parties or alternatively paid in future installments under the terms of the proposed chapter 11 plan. Administrative priority claims: Legal counsel was paid and utilized $3,000.00 prior to filing the captioned case for legal services necessary to prepare the filing of the chapter 11 case. Additional fees are being incurred at the rate of $375.00 per hour subject to approval of the bankruptcy court before any fees may be allowed or paid to counsel. This case commenced March 24, 2018 and an application for approval of legal fees may now be filed for review of the court. It is anticipated that the legal fees for the first fee application of counsel for the debtor for services from the petition through plan confirmation will not exceed $30,000.00. Secured claims: The majority of the Secured Claims are partially secured with individual real estate lots with a single family older home on each lot and with a portion of the claim unsecured due to loss of value of the collateral. These claims include debts that are secured by collateral, such as loans secured by immovable property or flood insurance proceeds of the losses that occurred to the subject property. The Allowed Secured Claim amounts are based on the current value of the creditor’s collateral, a single family rent house at the location indicated by address and subdivision, all generally within the same area of East Baton Rouge Parish. The secured creditor identified for each property may change servicers or even sell its claim through the course of this chapter 11 reorganization. Equity interest: This consists of equity ownership interest of the debtor entity. The only ownership interest is held 100% by Mr. Jerry L. Baker, Jr. who is also an officer of the debtor and works full time in all aspects of the operations of this business. The debtor's management has obtained funding for Grace Property Ventures, LLC, to purchase thirty-one properties at $22,000.00 each yielding $682,000.00 in cash funds to the captioned debtor for payment of the Allowed Secured Claims. Mr. Baker has been an owner and officer handling the entire business operations of the Debtor. He is willing to continue as the current management post-confirmation working full time in all aspects of operations, for the propose of funding this chapter 11 plan. A full-text copy of the Amended Disclosure Statement dated January 28, 2019, is available at https://tinyurl.com/y8hc23j4 from PacerMonitor.com at no charge. About One Hundred Fold II One Hundred Fold II, LLC, is a locally owned and operated business that rents residential rental properties primarily in the northwest area of Baton Rouge since its formation on Feb. 11, 2018. Mr. Jerry L. Baker, Jr., has operated this company and other residential rental companies in Baton Rouge, Louisiana for over a decade. One Hundred Fold II, LLC, filed a Chapter 11 petition (Bankr. M.D. La. Case No. 18-10313) on March 24, 2018. In the petition signed by Mr. Baker, manager, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. Judge Douglas D. Dodd presides over the case. Attorney Pamela Magee LLC is the Debtor's counsel. OREXIGEN THERAPEUTICS: Dispute with MCI Withdrawn from Mediation ---------------------------------------------------------------- Chief Magistrate Judge Mary Pat Thynge recommends that the case captioned McKESSON CORPORATION, INC. and McKESSON PATIENT RELATIONSHIP SOLUTIONS, A BUSINESS UNIT OF McKESSON SPECIALITY ARIZONA, INC., Appellants, v. OREXIGEN THERAPEUTICS, INC., THE BAUPOST GROUP SECURITIES, L.L.C., ECOR1 CAPITAL FUND, L.P., ECOR1 CAPITAL FUND QUALIFIED, L.P., BIOTECHNOLOGY VALUE TRADING FUNDS OS, L.P., BIOTECHNOLOGY FUND L.P., BIOTECHNOLOGY VALUE FUND H, L.P., INVESTMENT 10, L.L.C., MSI BVF SPV LLC, and ROADRUNNER CO., Appellees, C. A. No. 18-1873-CFC (D. Del.) be withdrawn from the mandatory referral for mediation and proceed through the appellate process of the Court. As a result of a screening process, the issues involved in this case are not amenable to mediation and mediation at this stage would not be a productive exercise, a worthwhile use of judicial resources nor warrant the expense of the process. In the letter response regarding mediation, counsel for the parties confirmed that mediation would not be worthwhile and requested the following briefing schedule be entered: Appellee's Responsive Brief March 1, 2019 and Appellants' Reply Brief April 1, 2019. A copy of the Court's Recommendation dated Jan. 7, 2019 is available at https://bit.ly/2UQxhi8 from Leagle.com. McKesson Corporation & McKesson Patient Relationship Solutions, Appellants, represented by Jason Daniel Angelo -- adiangelo@reedsmith.com -- Reed Smith LLP. Orexigen Therapeutics, Inc., Appellee, represented by Richard S. Cobb -- cobb@lrclaw.com -- Landis Rath & Cobb LLP & Kerri King Mumford -- mumford@lrclaw.com -- Landis Rath & Cobb LLP. About Orexigen Therapeutics Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the cases. The Debtor tapped Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed three creditors to serve on the official committee of unsecured creditors. OSHKOSH CORP: Moody's Alters Outlook on Ba1 CFR to Positive ----------------------------------------------------------- Moody's Investors Service affirmed its ratings of Oshkosh Corporation ("Oshkosh"): Ba1 Corporate Family, Ba1-PD Probability of Default, senior unsecured of Ba1 and SGL-1 Speculative Grade Liquidity. The rating outlook was changed to positive from stable. RATINGS RATIONALE The positive rating outlook reflects Moody's expectations for steady profit growth and cash flow generation that would demonstrate stability of the company's consolidated operations, even with volatility in individual segments. The positive outlook also reflects the expectation that Oshkosh will sustain Debt to EBITDA below 2.5x (Moody's adjusted basis) and limit share repurchases below free cash flow, highlighting a commitment to maintaining a conservative capital structure. The ratings consider Moody's expectations that debt metrics should remain at levels that compare favorably with other Ba1-rated companies. Debt to EBITDA has declined from 2.4x at September 30, 2015, to 1.4x currently, and Moody's expects leverage is likely to remain below 2.5x. Moody's also estimates free cash flow to debt to range between 15% and 35% in the next three years. Sustaining financial leverage below 2x and maintaining very good liquidity will help mitigate rating pressure during troughs in one or more of the company's segments. EBITA margin is expected to range between 9% and 10% in upcoming years, a relatively moderate level compared to other large manufacturing companies as the margin is weighed by the product mix across the segments in any given year. Moody's estimates at least $225 million of free cash flow over the coming year, with likely expansion in subsequent years. Free cash flow has been positive since 2016 though with significant fluctuation due to working capital changes. Also supporting the ratings is the considerable scale Oshkosh built over the years, as revenue should exceed $8 billion for fiscal 2019 with good activity across the segments. Annual revenues have averaged $6.7 billion between 2014 and 2018. With a trough of $6.1 billion in 2015 and peak of $7.7 billion in 2018. The Access Equipment segment accounts for about 50% of revenues and operating profit, although the aggregate contributions of the other segments, which can cycle at different frequencies, helps to stabilize financial results year to year. Access Equipment also can be subject to sharp changes, depending on business conditions. The multi-year contract from the US Department of Defense (DoD) for the Joint Light Tactical Vehicle (JLTV) will contribute to revenue, earnings and free cash flow for the company's second largest segment, Defense, which currently accounts for about 25% of revenues. Moody's believes event risk from large debt-funded acquisitions is modest, as the company is unlikely to take on a transformational transaction. The company has made only $10 million of acquisitions since the end of fiscal 2014, indicating its discipline. Moody's anticipates at least $350 million of cash by September 30, 2019 (its fiscal year end) although there is seasonality to the business. Moody's expects cash generated above that amount will fund share repurchases or acquisitions or both. Moody's expects the company to limit share repurchases to less than free cash flow, which will build the cash balance if no acquisitions are made and mitigate any upwards pressure on financial leverage from cyclical earnings. The ratings could be upgraded if aggregate revenues and operating earnings are mostly stable as performance within segments potentially fluctuates. Sustaining its very good liquidity, EBITA to interest above 6x and Debt to EBITDA below 2.5x would support an upgrade as would free cash flow to debt above 10% and expectations that the EBITA margin could be sustained near 10%. The ratings could be downgraded if the DoD was to terminate the JLTV contract, if Moody's expects negative free cash flow or the company reduces its cash meaningfully. Sustaining Debt to EBITDA above 2.5x could also pressure the ratings as could share repurchases in excess of free cash flow or a sustained decline in EBITA margin towards 7% . Oshkosh Corporation, is a leading designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies. The company operates in four segments: Access Equipment, Defense, Fire and Emergency, and Commercial (concrete mixers, refuse collection vehicles and other products for construction companies). Revenues for the last twelve months ended December 31, 2018 totaled approximately $7.9 billion. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. OXFORD ASSOCIATES: Porteous Buying Yonkers Property for $155K ------------------------------------------------------------- Oxford Associates Group, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the private sale of its rights, title and interests in the shares of cooperative stock in Hudson View Owners Corp. allocated to Unit 5H in the building located at 650 Warburton Avenue, Yonkers, New York, together with the appurtenant proprietary lease, to Esley Porteous, for $155,000, pursuant to the terms of their Contract of Sale, dated as of Jan. 8, 2019. A hearing on the Motion is set for on Feb. 28, 2019 at 10:00 a.m. Objections, if any, must be filed not less than seven days prior to the hearing date. Pursuant to a written agreement between the Debtor, as the purchaser, and Aqueduct Holding Corp, as the seller, dated Oct. 7, 1994, the Debtor acquired the unsold shares of cooperative stock allocated to 130 apartments located at 632, 650 and 678 Warburton Avenue, Yonkers, New York. Aqueduct had been the initial sponsor of Hudson View. Over the course of approximately the ensuing 20 years, the Debtor sold the shares of cooperative stock allocated to 79 of the apartments. The Debtor continues to hold the "unsold shares" of cooperative stock allocated to the following 51 apartments: a. 632 Warburton Avenue - Units 33, 3C, 3D, 3F, 3}, 3L, 3M, 4C, 413, 5A, 5K, 6K, 7A, 7B, 7C, 7D, 7E, 7F, 7H and 8A. b. 650 Warburton Avenue - Units 2E, 2F, 21, 2K, 2L, 3E, 5D, 5H, SI, 5M, 7E, 73, and 7K. c. 678 Warburton Avenue - Units 213, 2.1, 2L, 4F, 4H, 4.1, 5D, 5G, SI, 6A, 6D, 6F, 6H, 61, 6L, 7D, 7E and 7H. Unit SE is a one bedroom/one-bathroom unit which, according to a broker price opinion, dated Jan. 14, 2019, prepared by Century 21 Schneider Realty, has an estimated fair market value of between $145,000 and $155,000. Pursuant to a written occupancy lease which runs through May 31, 2019, the Proposed Purchaser is the Debtor's subtenant/occupant with regard to Unit 5H. The Proposed Purchaser resides in Unit 5H full time. Unit SE is not subject to rent stabilization laws. The material terms of the Contract of Sale are: a. The Proposed Purchaser will pay the sum of $155,000 in consideration of the Debtor's conveyance of its rights, title and interests in the Shares and the Proprietary Lease - regarding Unit 5H free and clear of all liens and encumbrances; b. The proposed sale is for "all cash" and is not subject to any mortgage contingency; c. The Proposed Purchaser will take Unit 5H "as is"; d. The Debtor will assume and assign the Proprietary Lease to the Proposed Purchaser at closing; e. The Proposed Purchaser has remitted a good faith deposit in the amount of $155,000 which is currently being held in escrow by the Debtor's special real estate counsel and will be applied to the amounts payable at closing. The Debtor believes that the Preposed Purchaser's offer for Unit 5H is fair and reasonable and that approval thereof on a private sale basis would be appropriate under the circumstances. The Debtor avers that the proposed sale of the Shares and corresponding assumption and assignment of the Proprietary Leases and the Occupancy Leases to the Proposed Purchaser is at arms'-length. The Debtor respectfully submits that the proposed sale of the Shares and corresponding assumption and assignment of the Proprietary Lease regarding Unit 5H to the Proposed Purchaser on a private sale basis (as opposed to soliciting higher or better offers) upon the terms of the Contract of Sale represents a sound exercise of business judgment by the Debtor and that consummation thereof would be in the best interests of the estate. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Oxford_Associates_134_Sales.pdf The Purchaser: Esley Porteous 650 Warburton Ave. Yonkers, NY 10701 About Oxford Associates Group Oxford Associates Group Inc., a New York corporation, owns 39 residential cooperative units located along Warburton Avenue, Yonkers. Oxford Associates Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12487) on Sept. 5, 2017. In the petition signed by George Kyriakoudes, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Mary Kay Vyskocil oversees the case. The Debtor hired Pick & Zabicki LLP as its legal counsel. PARK MONROE HOUSING: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Park Monroe Housing Development Fund Corporation 132 Ralph Avenue Brooklyn, NY 11233 Business Description: Park Monroe Housing Development Fund Corporation is a not-for-profit and tax- exempt corporation that develops a housing project for persons of low income, pursuant to Section 573 of Article XI of the New York Private Housing Finance Law. The Company's primary tangible assets are located at 477 Saratoga Avenue a/k/a 1352-1354 East New York Avenue, Brooklyn, New York 11212; 1350 Park Place, Brooklyn, New York 11213; 180 Grafton Street, Brooklyn, New York 11212; 257 Mother Gaston Boulevard, Brooklyn, New York 11212; and 249-251 Mother Gaston Boulevard, Brooklyn New York. Chapter 11 Petition Date: February 11, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-40820 Judge: Hon. Carla E. Craig Debtor's Counsel: Allen G. Kadish, Esq. ARCHER & GREINER, P.C. 630 Third Avenue, 7th Floor New York, NY 10017 Tel: 212-682-4940 Fax: 212-682-4942 E-mail: akadish@archerlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffrey E. Dunston, president and chief executive officer. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb19-40820.pdf PATRIOT PEST: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on Feb. 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Patriot Pest Management, Inc. About Patriot Pest Management Inc. Patriot Pest Management, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 19-00248) on January 11, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $500,000. The case has been assigned to Judge Helen E. Burris. The Cooper Law Firm is the Debtor's legal counsel. PAYLESS INC: Said to Be Preparing for Chapter 22 Filing ------------------------------------------------------- Lauren Coleman-Lochner, writing for Bloomberg News, reports Payless Inc. is preparing to file for Chapter 11 bankruptcy, its second in two years. Citing people with knowledge of the matter, Bloomberg reports that most or all of Payless' North American outlets may be shut down. A representative for Payless declined to comment, the report adds. In January, S&P Global Ratings and Moody's Investors Service slashed their ratings on Payless, Inc., to junk territory. S&P observed that the operating trends at Payless Inc. continued to deteriorate meaningfully with significant cash burn in the third quarter of fiscal 2018, a trend S&P expects to persist in the near term. S&P thus lowered its issuer credit rating on Payless to 'CCC-' from 'CCC'. S&P said, "The downgrade reflects our view that the likelihood of a bankruptcy filing or some form of debt restructuring in the next six months has increased, given our expectation that continued weak operating performance will increasingly constrain liquidity." Payless also reportedly hired PJ Solomon to explore strategic alternatives. Moody's downgraded its ratings for Payless Inc., including the company's Corporate Family Rating (CFR, to Ca from Caa1) and Probability of Default Rating (PDR, to Ca-PD from Caa1-PD). "Payless' profitability and liquidity continue to meaningfully deteriorate despite a recent return to positive same store comps, and the risk of a requisite financial restructuring over the next 12 to 18 months is high owing to what we believe is an untenable capital structure barring a significant turnaround in operating performance and cash flow generation," said Brian Silver, Moody's lead analyst for the company. Moody's also believes there is high potential for a debt restructuring and/or bankruptcy filing over the next 12-18 months barring a significant profitability improvement. Payless Holdings LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 17-42267) on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. As of the 2017 bankruptcy filing, Payless had more than 4,000 stores in more than 30 countries. In April 2017, it sought court approval to close an initial 389 stores. In May 2017, it sought court approval to close 408 more stores but later reduced the list to 216 stores. Payless won confirmation of its Chapter 11 plan and emerged from bankruptcy in August 2017. It is now owned and controlled by prior lenders, which includes private equity owners and hedge funds. Payless emerged with nearly 3,500 stores worldwide, with more than 2,700 outlets in North America; and with substantial liquidity after eliminating in excess of $435 million in funded debt. Payless -- http://www.payless.com/-- was founded in 1956 as an everyday footwear retailer. The Company is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in a May 2012 leveraged buyout by Golden Gate Capital and Blum Capital Partners. PEPPERELL MILLS: Seeks Access to Cash for February 2019 Expenses ---------------------------------------------------------------- Pepperell Mills Limited Partnership filed a renewed motion seeking authority from the U.S. Bankruptcy Court for the District of Massachusetts to use cash collateral on a continuing basis pursuant to the proposed budget. The Debtor submitted its Disclosure Statement and Plan of Reorganization on Oct. 15, 2018. The Debtor subsequently amended the Disclosure Statement and Plan on Nov. 2, 2018 and there was a hearing held on Dec. 12, 2018 on the adequacy of the Debtor's amended disclosure statement. Prior to the Dec. 12 hearing, the Debtor agreed with MDFA, the U.S. Trustee and counsel to the City of Fall River to make certain amendments to the documents. The Debtor submitted its Third Amended Disclosure Statement and Plan and sought the Court's conditional approval of the Disclosure Statement on Jan. 8, 2019. Consequently, the Court granted the motion and there is currently a confirmation hearing on Debtor's Third Amended Plan scheduled for Jan. 31, 2019. However, the Debtor currently has authorization to use cash collateral through Jan. 31, 2019. Accordingly, the Debtor requires cash collateral in order to fund its ongoing operations, maintain the value of the property and to pay certain actual and necessary expenses of the Debtor with respect to the real property owned by the Debtor. The proposed Budget provides total expenses of approximately $45,555 for the month of February 2019. The Debtor and MassDevelopment New Markets CDE #1, LLC entered into certain loan arrangements. MDFA asserts approximately $3.25 million due and owing as of Dec. 13, 2018. MDFA claims a first-priority security interest in the Real Property, together with a security interest grant encumbering all fixtures, equipment and all other tangible personal property located on or intended for use in connection with the Real Property, pursuant to the Mortgage and Guaranty, and the leases and rents from the Real Property pursuant to the Assignment of Leases. The Debtor proposes to adequately protect the MDFA for the use of any Cash Collateral as follows: (a) by granting a replacement lien on the property to the extent the lien is properly perfected in pre-petition collateral; (b) by making monthly payments of $7,000 to MDFA; (c) if and to the extent the cash collateral used by the Debtor less the reduction in the Pre-Petition Indebtedness exceeds the value of the Post-Petition Collateral, then MDFA will have a claim under Section 503(b) of the Bankruptcy Code in the amount of the Post-Petition Shortfall which will have priority over all other claims entitled to priority under Section 507(a)(2), with the sole exception of quarterly fees due to the U.S. Trustee pursuant to 28 U.S.C. Section 1930; (d) by maintaining insurance on Debtor's personal property and by paying all post-petition vendor and other administrative costs on a timely basis; and (e) by continuing to maintain and preserve the property for the benefit of the Estate. In March 2008, Fall River Five Cents Savings Bank d/b/a BankFive made a loan to Griffin Manufacturing Company, Inc., as Borrower, in the amount of $5 million. The Debtor secured the indebtedness to Griffin with a second mortgage on the Real Property as well as a first lien on the Griffin assets. The Debtor also granted BankFive an interest in all its assets, including rents and leases. In addition, in September 2013, BankFive made a loan to the Debtor in the amount of $673,000, secured by the Debtor's Real property. BankFive is currently owed approximately $2.1 million. In September 2013, JFFR made a loan to Griffin in the principal amount of $250,000. This loan was secured by a mortgage granted by the Debtor. JFFR is owed approximately $260,000. JFFR's mortgage and financing statement grants them an interest in all the Debtor's assets, including accounts and accounts receivables. A copy of the Renewed Cash Collateral Motion is available at http://bankrupt.com/misc/mab18-11804-181.pdf About Pepperell Mills Pepperell Mills Limited Partnership, based in Fall River, Massachusetts, filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 18-11804) on May 15, 2018. The Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Christine Laudon, president of Pepperell Mills Associates, general partner. Judge Joan N. Feeney oversees the case. John M. McAuliffe, Esq., at John McAuliffe & Associates, P.C., serves as counsel to the Debtor. PHOENIX INTERFACE: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Phoenix Interface Technologies, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize the use of funds that may be cash collateral securing obligations to its creditors. The budget includes estimates of Debtor's recurring monthly expenses. In addition to the recurring expenses, the Debtor seeks authority to use cash collateral to make the one-time deposits, in the total sum of $6,500, proposed to provide adequate assurance to the utility companies. The Debtor asserts that the expenses detailed in the proposed budget will protect any interest which any secured creditor may have in the Debtor's cash collateral because these expenses are among the operating expenses reasonably necessary to preserve the business and generate the income necessary to maintain or increase the collateral. The Debtor anticipates its continued operations to produce cash exceeding its current levels, which in turn will ensure the maintenance and protection of the collateral. Moreover, continued operations will provide funds to produce excess cash flow that will ultimately fund the payments to the secured creditors and to other creditors. The Debtor has determined that these entities have filed financing statements with the Arizona Secretary of State: (a) Advantage Business Capital, Inc. factors Debtor's invoices and shows a current balance of $24,297.58; (b) On Deck Capital, Inc., is owed a balance of $56,942.35; (c) Corporation Service Company filed a financing statement on Oct. 21, 2016, on behalf of an undisclosed principal -- which the Debtor surmises to be Don Kenney, who was at that time preparing to purchase equipment leased to Debtor; and (d) IPM Products Manufacturing, Inc. filed a financing statement on Dec. 2, 2016, shortly after IPM acquired equipment which Debtor uses to manufacture electronics for IPM. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/azb19-00459-15.pdf About Phoenix Interface Phoenix Interface Technologies LLC filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-00459) on Jan. 15, 2019. In the petition signed by Thomas L. Brown, manager, the Debtor estimated $100,000 to $500,000 in assets and the same range of liabilities. The Debtor is represented by Kelly G. Black, PLC. PHUONG NAM: Seeks to Hire Orville & McDonald as Legal Counsel ------------------------------------------------------------- Phuong Nam Vietnamese Restaurant, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to hire Orville & McDonald Law, P.C. as its legal counsel. The firm will provide these services: a. advise the Debtor of its powers and duties in the continued operation of its business and in the management of its property; b. take necessary actions to remove avoidable encumbrances or liens, which were placed against the Debtor's property prior to its bankruptcy filing or at a time when it was insolvent; c. take necessary action to enjoin and stay until final decree attempts by secured creditors to enforce liens against the Debtor's property; d. represent the Debtor in any proceedings which may be instituted in the bankruptcy court by creditors or other parties during the course of its bankruptcy proceeding; and e. provide other legal services in connection with the Debtor's Chapter 11 case. The firm's customary hourly billing rates are: Peter Orville $350 Zachary McDonald $250 Non-lawyer staff $1250 Orville & McDonald Law, P.C. does not represent any interest adverse to the Debtor or its bankruptcy estate as disclosed in court filings. The firm can be reached through: Peter Alan Orville, Esq. Orville & McDonald Law, PC 30 Riverside Drive Binghamton, NY 13905 Phone: 607-770-1007 Email: peteropc@gmail.com About Phuong Nam Vietnamese Restaurant Phuong Nam Vietnamese Restaurant, LLC is a casual eatery serving pho & other traditional Vietnamese dishes, including vegetarian options. Based in Johnson City, New York, Phuong Nam Vietnamese Restaurant filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 19-60132) on January 31, 2019, listing under $1 million in both assets and liabilities. The Debtor tapped Peter Alan Orville, Esq., at Orville & McDonald Law, PC, as its legal counsel. POSTROCK ENERGY: CEO Bid to Dismiss Trustee Clawback Suit Tossed ---------------------------------------------------------------- Bankruptcy Judge Sarah A. Hall denied Terry W. Carter's motion to dismiss the amended complaint captioned STEPHEN J. MORIARTY as Chapter 11 Trustee of Post Rock Energy Corporation, et al., Plaintiff, v. TERRY W. CARTER, Defendant, Adv. Pro. 18-01023-SAH. (Bankr. W.D. Okla.) with prejudice. PostRock is the parent company and wholly owns PESC and Constellation Energy Partners Management, LLC ("CEPM"). PESC is the primary operating entity for personnel and administrative services for the PostRock Debtors and wholly owns Holdco, Eastern, and MidContinent. MidContinent, in turn, wholly owns Newco. In this adversary proceeding, Trustee originally sought to avoid and recover certain transfers as either preferential or fraudulent under 11 U.S.C. sections 547, 548 and 550, and to disallow claims under 11 U.S.C. section 502(d)&(j).2 The Court previously dismissed the Original Complaint as not meeting the "Twombly/Iqbal plausibility standard" of pleading, finding the Original Complaint "muddle[d] the two causes of action for preferential transfers and fraudulent transfers, omit[ted] critical information, and ma[d]e numerous legal conclusions without facts to support them," but granted Trustee leave to amend. The substantially altered and fleshed out Amended Complaint has now been filed addressing the deficiencies previously identified by the Court. Nevertheless, Defendant again seeks to dismiss, with prejudice, the Amended Complaint for failing to meet the "Twombly/Iqbal plausibility standard." Defendant's attacks on the Amended Complaint are generally unwarranted. The Amended Complaint fairly apprises Defendant of the nature of the claims against him, raises allegations which, if proven at trial, would establish Trustee's right to recover, and moves the claims from merely conceivable to plausible. Trustee is not required, nor expected, to state specific facts proving each element of his claim so long as fair notice of the claims and the grounds upon which they rest are set forth. Defendant also misses the mark in suggesting that the bankruptcy estates of PostRock, Holdco, Eastern, Midcontinent, and Newco are plaintiffs in this action. Trustee is the only plaintiff, and he is trustee for not only PESC but also PostRock, Holdco, Eastern, Midcontinent, and Newco, in their jointly administered bankruptcy cases. The Court finds Trustee's identification of himself in the Amended Complaint as neither conclusory nor muddled, but simply accurate. The Amended Complaint clearly states that Defendant was the Chief Executive Officer of PostRock or the time period between August 22, 2014, through September 2015. Under Section 101(31)(B)(ii and iii), an officer and a person in control of a debtor are considered insiders. Thus, Defendant is considered an insider of PostRock. In turn, PostRock owns 100% of PESC's stock. Under Section 101(31)(E), an affiliate or insider of an affiliate is considered an insider of the debtor. An affiliate is defined as "an entity that directly or indirectly owns, controls, or holds with power to vote, 20%or more of the outstanding voting securities of the debtor." As PESC is wholly owned by PostRock, and Defendant is an insider of PostRock, Defendant is also an insider of PESC as he is an insider of an affiliate of PESC. Defendant also argues Trustee does not sufficiently plead facts that the PTO Payouts or the Severance Payment were made in satisfaction of antecedent debts. A complaint must plead at least some facts that make it plausible that a debtor/creditor relationship existed from which an antecedent debt arose, such as any "contracts between the parties or any description of goods or services exchanged." Under most employer leave policies, an employee accrues "Paid Time Off" ratably in each pay period based on factors like length of service, weekly hours, and job grade or classification. It is a right or benefit earned on the basis of service already rendered. Therefore, PTO Payout made on account of Paid Time Off not actually taken would relate to Paid Time Off already earned or accrued for which the employer has a liability. Therefore, the Court finds it is plausible that the PTO Payouts are in satisfaction of claims of Defendant that arose before the transfers, i.e., antecedent debts. The Court also finds it plausible that the Severance Payment is on account of an antecedent debt. Although Defendant's right to receive the Severance Payment may not have arisen until termination of Defendant's employment, the liability for the Severance Payment on PostRock's part likely arose prior to that time under an employment contract or severance agreement. Again, Defendant has been provided fair notice of the claims against him and the grounds upon which they rest, and Trustee is not required to prove his case in the Amended Complaint. A copy of the Court's Order dated Jan. 8, 2019 is available at https://bit.ly/2WYCLsG from Leagle.com. PostRock Energy Corporation, Debtor, represented by Stephen J. Moriarty -- SMoriarty@FellersSnider.com -- Fellers Snider. Stephen J. Moriarty, Trustee, pro se. United States Trustee, U.S. Trustee, represented by Marjorie J. Creasey , US Trustee Office & Charles Snyder, United States Trustee. Official Committee of Unsecured Creditors, Creditor Committee, represented by Larry Glenn Ball -- lball@hallestill.com -- Hall, Estill & Wojciech F. Jung -- wjung@lowenstein.com -- Lowenstein Sandler LLP. About PostRock Energy Corp. Headquartered in Oklahoma City, Oklahoma, PostRock Energy Corporation, PostRock Energy Services Corporation, PostRock MidContinent Production LLC, PostRock Eastern Production, LLC, PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the acquisition, exploration, development, production and gathering of crude oil and natural gas. Their primary production activity is focused in the Cherokee Basin, a 15-county region in southeastern Kansas and northeastern Oklahoma. They have approximately 129 employees. PostRock Energy, et al., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark Edwards signed the petitions as president. The Debtors estimated assets in the range of $10 million to $50 million and debt of up to $100 million. Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah A. Hall is assigned to the cases. Stephen J. Moriarty has been appointed as Chapter 11 Trustee of PostRock Energy. The Official Committee of Unsecured Creditors of PostRock Energy Corp. has retained Lowenstein Sandler LLP as counsel, and Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local counsel. POSTROCK ENERGY: Ct. Nixes CFO Bid to Dismiss Trustee Clawback Suit ------------------------------------------------------------------- Bankruptcy Judge Sarah A. Hall denied David J. Klvac’s motion to dismiss the amended complaint captioned STEPHEN J. MORIARTY as Chapter 11 Trustee of Post Rock Energy Corporation, et al., Plaintiff, v. DAVID J. KLVAC, Defendant, Adv. Pro. 18-01029-SAH (Bankr. W.D.Okla.) with prejudice. PostRock is the parent company and wholly owns PESC and Constellation Energy Partners Management, LLC ("CEPM"). PESC is the primary operating entity for personnel and administrative services for the PostRock Debtors and wholly owns Holdco, Eastern, and MidContinent. MidContinent, in turn, wholly owns Newco. In this adversary proceeding, Trustee originally sought to avoid and recover certain transfers as either preferential or fraudulent under 11 U.S.C. sections 547, 548 and 550, and to disallow claims under 11 U.S.C. section 502(d)&(j). The Court previously dismissed the Original Complaint as not meeting the "Twombly/Iqbal plausibility standard" of pleading, finding the Original Complaint "muddle[d] the two causes of action for preferential transfers and fraudulent transfers, omit[ted] critical information, and ma[d]e numerous legal conclusions without facts to support them," but granted Trustee leave to amend. The substantially altered and fleshed out Amended Complaint has now been filed addressing the deficiencies previously identified by the Court. Nevertheless, Defendant again seeks to dismiss, with prejudice, the Amended Complaint for failing to meet the "Twombly/Iqbal plausibility standard." Defendant's attacks on the Amended Complaint are generally unwarranted. The Amended Complaint fairly apprises Defendant of the nature of the claims against him, raises allegations which, if proven at trial, would establish Trustee's right to recover, and moves the claims from merely conceivable to plausible. Trustee is not required, nor expected, to state specific facts proving each element of his claim so long as fair notice of the claims and the grounds upon which they rest are set forth. Trustee's Amended Complaint clearly states that "PESC made certain payments" to Defendant and that such payment was made through an ADP payroll account. PESC's exercise of control over the payment make it plausible, rather than merely conceivable, that PESC had an interest in the funds paid to Defendant. Defendant also misses the mark in suggesting that the bankruptcy estates of PostRock, Holdco, Eastern, Midcontinent, and Newco are plaintiffs in this action. Trustee is the only plaintiff, and he is trustee for not only PESC but also PostRock, Holdco, Eastern, Midcontinent, and Newco, in their jointly administered bankruptcy cases. The Court finds Trustee's identification of himself in the Amended Complaint as neither conclusory nor muddled, but simply accurate. Defendant also argues that, based on material outside of the Amended Complaint, he was not an insider of PESC. Additionally, Defendant recognizes that Trustee plausibly, albeit incorrectly8 according to Defendant, alleges that Defendant was an insider of PostRock but not PESC. Defendant is wrong on both counts for the following reasons. First, the Amended Complaint clearly states that Defendant was the Executive Vice President, Chief Financial Officer and Chief Accounting Officer of PostRock at or around August 1, 2014, the date the Transfer was made. Under Section 101(31)(B)(ii and iii), an officer and a person in control of a debtor are considered insiders. Thus, per the facts set forth in the Amended Complaint, Defendant is an insider of PostRock. Second, PostRock is the ultimate owner of PESC's stock. Under Section 101(31)(E), an affiliate or insider of an affiliate is considered an insider of the debtor. An affiliate is defined as "an entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor." As PESC is owned by PostRock, and Defendant is an insider of PostRock, the Amended Complaint plausibly states that Defendant is also an insider of PESC as he is an insider of an affiliate of PESC. For these reasons, the Defendant's motion is denied. A copy of the Court's Order dated Jan. 8, 2019 is available at https://bit.ly/2X11AnQ from Leagle.com. PostRock Energy Corporation, Debtor, represented by Stephen J. Moriarty --SMoriarty@FellersSnider.com -- Fellers Snider. Stephen J. Moriarty, Trustee, pro se. United States Trustee, U.S. Trustee, represented by Marjorie J. Creasey , US Trustee Office & Charles Snyder , United States Trustee. Official Committee of Unsecured Creditors, Creditor Committee, represented by Larry Glenn Ball -- lball@hallestill.com -- Hall, Estill & Wojciech F. Jung -- wjung@lowenstein.com -- Lowenstein Sandler LLP. About PostRock Energy Corp. Headquartered in Oklahoma City, Oklahoma, PostRock Energy Corporation, PostRock Energy Services Corporation, PostRock MidContinent Production LLC, PostRock Eastern Production, LLC, PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the acquisition, exploration, development, production and gathering of crude oil and natural gas. Their primary production activity is focused in the Cherokee Basin, a 15-county region in southeastern Kansas and northeastern Oklahoma. They have approximately 129 employees. PostRock Energy, et al., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark Edwards signed the petitions as president. The Debtors estimated assets in the range of $10 million to $50 million and debt of up to $100 million. Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah A. Hall is assigned to the cases. Stephen J. Moriarty has been appointed as Chapter 11 Trustee of PostRock Energy. The Official Committee of Unsecured Creditors of PostRock Energy Corp. has retained Lowenstein Sandler LLP as counsel, and Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local counsel. POSTROCK ENERGY: Insider's Bid to Junk Trustee Clawback Suit Nixed ------------------------------------------------------------------ Bankruptcy Judge Sarah A. Hall denied Stephen L. DeGiusti's motion to dismiss the amended complaint captioned STEPHEN J. MORIARTY as Chapter 11 Trustee of Post Rock Energy Corporation, et al., Plaintiff, v. STEPHEN L. DeGIUSTI, Defendant, Adv. Pro. 18-01025-SAH (Bankr. W.D.Okla.) with prejudice. PostRock is the parent company and wholly owns PESC and Constellation Energy Partners Management, LLC ("CEPM"). PESC is the primary operating entity for personnel and administrative services for the PostRock Debtors and wholly owns Holdco, Eastern, and MidContinent. MidContinent, in turn, wholly owns Newco. In this adversary proceeding, Trustee originally sought to avoid and recover certain transfers as either preferential or fraudulent under 11 U.S.C. sections 547, 548 and 550, and to disallow claims under 11 U.S.C. section 502(d)&(j). The Court previously dismissed the Original Complaint as not meeting the "Twombly/Iqbal plausibility standard" of pleading, finding the Original Complaint "muddle[d] the two causes of action for preferential transfers and fraudulent transfers, omit[ted] critical information, and ma[d]e numerous legal conclusions without facts to support them," but granted Trustee leave to amend. The substantially altered and fleshed out Amended Complaint has now been filed addressing the deficiencies previously identified by the Court. Nevertheless, Defendant again seeks to dismiss, with prejudice, the Amended Complaint for failing to meet the "Twombly/Iqbal plausibility standard." Defendant's attacks on the Amended Complaint are generally unwarranted. The Amended Complaint fairly apprises Defendant of the nature of the claims against him, raises allegations which, if proven at trial, would establish Trustee's right to recover, and moves the claims from merely conceivable to plausible. Trustee is not required, nor expected, to state specific facts proving each element of his claim so long as fair notice of the claims and the grounds upon which they rest are set forth. Defendant also misses the mark in suggesting that the bankruptcy estates of PostRock, Holdco, Eastern, Midcontinent, and Newco are plaintiffs in this action. Trustee is the only plaintiff, and he is trustee for not only PESC but also PostRock, Holdco, Eastern, Midcontinent, and Newco, in their jointly administered bankruptcy cases. The Court finds Trustee's identification of himself in the Amended Complaint as neither conclusory nor muddled, but simply accurate. The Amended Complaint clearly states that Defendant was the Executive Vice President, General Counsel and Corporate Secretary of PostRock. Under Section 101(31)(B)(ii and iii), an officer and a person in control of a debtor are considered insiders. Thus, Defendant is considered an insider of PostRock. In turn, PostRock owns 100% of PESC's stock. Under Section 101(31)(E), an affiliate or insider of an affiliate is considered an insider of the debtor. An affiliate is defined as "an entity that directly or indirectly owns, controls, or holds with power to vote, 20%or more of the outstanding voting securities of the debtor." As PESC is wholly owned by PostRock, and Defendant is an insider of PostRock, Defendant is also an insider of PESC as he is an insider of an affiliate of PESC. Defendant also argues that the inclusion of four additional transfers totaling $40,000 paid to Defendant in satisfaction of retention bonuses should be dismissed with prejudice because they were not included in the Original Complaint and the time to raise avoidance claims expired on April 1, 2018. Defendant also suggests that no credible basis exists for the claims seeking to avoid the New Transfers to relate back to the Original Complaint. The Court disagrees. The Court considers transfers to Defendant from PESC to be a series of transfers relating to Defendant's employment and his compensation therefor. Moreover, in this adversary proceeding, it is clear that Trustee is seeking to avoid any and all transfers made by PESC to Defendant. A claim will relate back when the defendant has received sufficient notice and will not be prejudiced in presenting a defense on the merits. In the Original Complaint, Trustee provided ample notice of his intentions, and it is sufficiently early in this adversary proceeding so as to minimize prejudice, if any, to Defendant in presenting a defense on the merits. Accordingly, the Amended Complaint will not be dismissed with prejudice as to the New Transfer. The motion to dismiss is, therefore, denied. A copy of the Court's Order dated Jan. 8, 2019 is available at https://bit.ly/2E5u0pv from Leagle.com. PostRock Energy Corporation, Debtor, represented by Stephen J. Moriarty -- SMoriarty@FellersSnider.com -- Fellers Snider. Stephen J. Moriarty, Trustee, pro se. United States Trustee, U.S. Trustee, represented by Marjorie J. Creasey , US Trustee Office & Charles Snyder , United States Trustee. Official Committee of Unsecured Creditors, Creditor Committee, represented by Larry Glenn Ball -- lball@hallestill.com -- Hall, Estill & Wojciech F. Jung -- wjung@lowenstein.com -- Lowenstein Sandler LLP. About PostRock Energy Corp. Headquartered in Oklahoma City, Oklahoma, PostRock Energy Corporation, PostRock Energy Services Corporation, PostRock MidContinent Production LLC, PostRock Eastern Production, LLC, PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the acquisition, exploration, development, production and gathering of crude oil and natural gas. Their primary production activity is focused in the Cherokee Basin, a 15-county region in southeastern Kansas and northeastern Oklahoma. They have approximately 129 employees. PostRock Energy, et al., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark Edwards signed the petitions as president. The Debtors estimated assets in the range of $10 million to $50 million and debt of up to $100 million. Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah A. Hall is assigned to the cases. Stephen J. Moriarty has been appointed as Chapter 11 Trustee of PostRock Energy. The Official Committee of Unsecured Creditors of PostRock Energy Corp. has retained Lowenstein Sandler LLP as counsel, and Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local counsel. POSTROCK ENERGY: Officer's Bid to Toss Trustee Clawback Suit Junked ------------------------------------------------------------------- Bankruptcy Judge Sarah A. Hall denied Casey Bigelow's motion to dismiss the amended complaint captioned STEPHEN J. MORIARTY as Chapter 11 Trustee of Post Rock Energy Corporation, et al., Plaintiff, v. CASEY BIGELOW, Defendant, Adv. Pro. 18-01022-SAH (Bankr. W.D. Okla.) with prejudice. PostRock is the parent company and wholly owns PESC and Constellation Energy Partners Management, LLC ("CEPM"). PESC is the primary operating entity for personnel and administrative services for the PostRock Debtors and wholly owns Holdco, Eastern, and MidContinent. MidContinent, in turn, wholly owns Newco. In this adversary proceeding, Trustee originally sought to avoid and recover certain transfers as either preferential or fraudulent under 11 U.S.C. sections 547, 548 and 550, and to disallow claims under 11 U.S.C. section 502(d)&(j).2 The Court previously dismissed the Original Complaint as not meeting the "Twombly/Iqbal plausibility standard" of pleading, finding the Original Complaint "muddle[d] the two causes of action for preferential transfers and fraudulent transfers, omit[ted] critical information, and ma[d]e numerous legal conclusions without facts to support them," but granted Trustee leave to amend. The substantially altered and fleshed out Amended Complaint has now been filed addressing the deficiencies previously identified by the Court. Nevertheless, Defendant again seeks to dismiss, with prejudice, the Amended Complaint for failing to meet the "Twombly/Iqbal plausibility standard." Defendant's attacks on the Amended Complaint are generally unwarranted. The Amended Complaint fairly apprises Defendant of the nature of the claims against him, raises allegations which, if proven at trial, would establish Trustee's right to recover, and moves the claims from merely conceivable to plausible. Trustee is not required, nor expected, to state specific facts proving each element of his claim so long as fair notice of the claims and the grounds upon which they rest are set forth. Defendant also misses the mark in suggesting that the bankruptcy estates of PostRock, Holdco, Eastern, Midcontinent, and Newco are plaintiffs in this action. Trustee is the only plaintiff, and he is trustee for not only PESC but also PostRock, Holdco, Eastern, Midcontinent, and Newco, in their jointly administered bankruptcy cases. The Court finds Trustee's identification of himself in the Amended Complaint as neither conclusory nor muddled, but simply accurate. The Amended Complaint clearly states that Defendant was the Chief Accounting Office of PostRock. Under Section 101(31)(B)(ii and iii), an officer and a person in control of a debtor are considered insiders. Thus, Defendant is considered an insider of PostRock. In turn, PostRock owns 100% of PESC's stock. Under Section 101(31)(E), an affiliate or insider of an affiliate is considered an insider of the debtor. An affiliate is defined as "an entity that directly or indirectly owns, controls, or holds with power to vote, 20%or more of the outstanding voting securities of the debtor." As PESC is wholly owned by PostRock, and Defendant is an insider of PostRock, Defendant is also an insider of PESC as he is an insider of an affiliate of PESC. Defendant also argues that the inclusion of an additional transfer totaling $20,000 paid to Defendant in satisfaction of retention bonuses should be dismissed with prejudice because they were not included in the Original Complaint and the time to raise avoidance claims expired on April 1, 2018. Defendant also suggests that no credible basis exists for the claims seeking to avoid the New Transfers to relate back to the Original Complaint. The Court disagrees. The Court considers transfers to Defendant from PESC to be a series of transfers relating to Defendant's employment and his compensation therefor. Moreover, in this adversary proceeding, it is clear that Trustee is seeking to avoid any and all transfers made by PESC to Defendant. A claim will relate back when the defendant has received sufficient notice and will not be prejudiced in presenting a defense on the merits. In the Original Complaint, Trustee provided ample notice of his intentions, and it is sufficiently early in this adversary proceeding so as to minimize prejudice, if any, to Defendant in presenting a defense on the merits. Accordingly, the Amended Complaint will not be dismissed with prejudice as to the New Transfer. The motion to dismiss is, therefore, denied. A copy of the Court's Order dated Jan. 8, 2019 is available at https://bit.ly/2E3ZcoW from Leagle.com. PostRock Energy Corporation, Debtor, represented by Stephen J. Moriarty -- SMoriarty@FellersSnider.com -- Fellers Snider. Stephen J. Moriarty, Trustee, pro se. United States Trustee, U.S. Trustee, represented by Marjorie J. Creasey, US Trustee Office & Charles Snyder , United States Trustee. Official Committee of Unsecured Creditors, Creditor Committee, represented by Larry Glenn Ball -- lball@hallestill.com -- Hall, Estill & Wojciech F. Jung -- wjung@lowenstein.com -- Lowenstein Sandler LLP. About PostRock Energy Corp. Headquartered in Oklahoma City, Oklahoma, PostRock Energy Corporation, PostRock Energy Services Corporation, PostRock MidContinent Production LLC, PostRock Eastern Production, LLC, PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the acquisition, exploration, development, production and gathering of crude oil and natural gas. Their primary production activity is focused in the Cherokee Basin, a 15-county region in southeastern Kansas and northeastern Oklahoma. They have approximately 129 employees. PostRock Energy, et al., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark Edwards signed the petitions as president. The Debtors estimated assets in the range of $10 million to $50 million and debt of up to $100 million. Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah A. Hall is assigned to the cases. Stephen J. Moriarty has been appointed as Chapter 11 Trustee of PostRock Energy. The Official Committee of Unsecured Creditors of PostRock Energy Corp. has retained Lowenstein Sandler LLP as counsel, and Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local counsel. PRIMARY PROVIDERS: Seeks Interim Access to Cash Until March 31 -------------------------------------------------------------- Primary Providers of Alabama Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of Alabama permitting the use of cash collateral on an interim basis until March 31, 2019. The Debtor's primary source of cash for the continued operation of its business is operating revenue and collection of its Accounts Receivable, both of which constitute cash collateral. The Debtor's Accounts Receivable is subject to a senior priority security interest in favor of ServisFirst Bank and a junior priority security interest in favor of BancorpSouth Bank. As of the Petition Date, ServisFirst states that the Debtor owed it approximately $69,085 from two cross-collateralized claims. In its motion to prohibit the use of cash collateral, BancorpSouth states that, as of the Petition Date, the Debtor owes it approximately $68,184 and $349,617 from two separately executed promissory notes. BancorpSouth believes that it is partially secured for value in the Debtor's Cash Collateral. The Debtor disputes this and believes that BancorpSouth is wholly unsecured. The parties are currently conducting discovery to determine whether BancorpSouth is secured for value in the Debtor's Cash Collateral. As adequate protection, the Debtor proposes to grant to ServisFirst and BancorpSouth replacement liens in the Debtor’s post-petition assets, and proceeds of same, to the same extent, priority and validity as their pre-petition liens, to the extent those liens were secured for value and to which the Debtor’s use of Cash Collateral results in a decrease in the value of ServisFirst and/or BancorpSouth's interest in the Cash Collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/alnb18-83207-79.pdf About Primary Providers Primary Providers of Alabama Inc. is a Medical Group that has 2 practice medical offices located in 1 state 2 cities in the USA. There are 6 health care providers, specializing in Family Practice, Nurse Practitioner, being reported as members of the medical group. Medical taxonomies which are covered by Primary Providers of Alabama Inc include Adult Health, Nurse Practitioner, Women's Health, Family Medicine, Gerontology, Family. Based in Huntsville, Alabama, Primary Providers of Alabama Inc., filed a voluntary case under Chapter 11 of Title 11, United States Code (Bankr. N.D. Ala. Case No. 18-83207) on Oct. 26, 2018. The owner, Jason Allman, signed the petition. At the time of filing, the Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The case is assigned to Judge Clifton R. Jessup Jr. Tazewell Shepard at Sparkman, Shepard & Morris, P.C., is the Debtor's counsel. PUERTO RICO: Dismissal of Bondholders' Stipulation Claim Upheld --------------------------------------------------------------- The U.S. Court of Appeals for the First Circuit addresses the appeals involving bonds issued in 2008 by the Employees Retirement System of the Government of the Commonwealth of Puerto Rico, which were bought by bondholders (the "Bondholders"), the appellants here. The bond documentation offered as security certain property belonging or owed to the System, as defined in a "Pension Funding Bond Resolution." The Bondholders claim that they have a perfected security interest in that property under Puerto Rico's version of the Uniform Commercial Code (UCC). Upon review of the case, the First Circuit affirms the district court's holding that the 2008 Financing Statements did not perfect the Bondholders' security interest in the "Pledged Property." The Court also determines that the Bondholders met the requirements for perfection beginning on Dec. 17, 2015, and so reverses the district court. Puerto Rico Oversight, Management, and Economic Stability Act's (PROMESA) incorporation of the Bankruptcy code does not allow for the avoidance of perfected liens, and so we vacate the district court's holding that the Bondholders' security interest can be avoided under PROMESA. Concerning the district court's dismissal of the Bondholders' second and third counterclaims with prejudice, the Court vacates and remands to the district court for further consideration in light of this opinion. The Court affirms the district court's dismissal of the Bondholders' claim regarding the January 2017 Stipulation. Through the Financial Oversight and Management Board for Puerto Rico, the System filed suit in the district court on July 21, 2017, seeking declaratory judgments on several issues related to the validity, breadth, and perfection of the Bondholders' asserted security interest, and regarding the System's compliance with a stipulation between the parties (the "January 2017 Stipulation"). The Bondholders brought nine counterclaims concerning their asserted security interest as well as an alleged violation of the January 2017 Stipulation. After both sides moved for summary judgment, the district court ruled in favor of the System, finding that the Bondholders' interest was not perfected and so could be avoided under 48 U.S.C. section 2161(a), that there had been no violation of the January 2017 Stipulation, and that two of the Bondholders' counterclaims should be dismissed with prejudice. The First Circuit agrees with the district court on the particular facts here that the UCC financing statements filed in 2008 did not perfect the Bondholders' security interest, as they lacked a sufficient description of collateral. But the Court finds that the financing statement amendments filed in 2015 and 2016 satisfied the filing requirements for perfection when read in conjunction with the 2008 Financing Statements. The Court reverses the district court's determination on the satisfaction of filing requirements for perfection by amendment, and hold that the Bondholders satisfied the filing requirements for perfection as of Dec. 17, 2015. Because the Bondholders' security interest was perfected, this interest cannot be avoided under the PROMESA’s incorporation of parts of the Bankruptcy Code, including 11 U.S.C. section 544(a), and so the Court does not reach the issue of whether PROMESA and other relevant Commonwealth law would allow for the retroactive avoidance of unperfected liens. Accordingly, the Court vacates the district court's holding on avoidance of the Bondholders' security interest. The Court vacates the dismissal of two of the Bondholders' counterclaims and remand to the district court for further proceedings in light of this opinion. Finally, the Court affirms the dismissal of the Bondholders' claim regarding the January 2017 Stipulation. The Joint Stipulation shows that the parties agreed that the scope of the adversary proceedings at the district court would include "ERS's rights with respect to employer contributions received during the month of May 2017," and beyond some other stipulated claims and counterclaims, "no other claims may be made by either side." So only the contributions during the month of May 2017 are properly at issue here. But as the district court correctly noted, the Bondholders conceded in their Answer and Counterclaims below that "ERS was obligated to place Employers' Contributions into the Segregated Account only for the duration of the [PROMESA] Section 405 Stay," and the Section 405 stay expired as of May 1, 2017. The Bondholders have not explained how their argument concerning the alleged violation of the January 2017 Stipulation survives these admissions, taking into account the stipulated scope of the adversary proceedings. The district court correctly dismissed the Bondholders' claim regarding an alleged violation of the January 2017 Stipulation. A copy of the First Circuit's Jan. 31, 2019 Decision is available at: http://bankrupt.com/misc/prb-17-03566-357.pdf QUINCY MEDIA: Moody's Rates New $85MM Term Loan A 'B2' ------------------------------------------------------ Moody's Investors Service has assigned a B2 rating to Quincy Media, Inc.'s new $85 million Term Loan A (due November 2022) and Ba2 rating to the company's senior secured revolving credit facility, the maturity of which has been extended by two years as part of the current financing transaction. The Company will use the new term loan to fund the acquisition of KVOA, which is expected to close within the first quarter of 2019 for approximately $70 million. The company has also amended its credit agreement to extend the maturity of its revolving credit facility by two years to November 2022. Quincy's B2 Corporate Family Rating, B2-PD Probability of Default Rating and B2 ratings on the Company's existing senior secured 1st lien term loan are unchanged. The outlook is stable. Assignments: Issuer: Quincy Media, Inc. Senior Secured Term Loan A, Assigned B2 (LGD4) Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD1) RATINGS RATIONALE The principal methodology used in these ratings was Media Industry published in June 2017. PROFILE Established in 1926, Quincy Media, Inc. is a family-owned, community-focused media company. Quincy owns and operates 17 television stations in 16 US markets, broadcasting all major affiliates including NBC, ABC, CBS and FOX. Other assets include interactive media platforms, two newspapers, and two radio stations. Headquartered in Quincy, IL, the company generated net revenue of approximately $211 million for the 12 months ended September 30, 2018. REGENCY PARK: R. Singh Files 2nd Modification to 2nd Amended Plan ----------------------------------------------------------------- Equity holder Ranjit Singh for a second time modifies his Second Amendment to Regency Park Capital 2011, Inc., dba Super 7 Goodyear's Plan of Reorganization. The modifications are as follows: -- The Offer to purchase is for $3,207,000 US. -- Seacoast Commerce Bank is the "Lender." -- This transaction can be closed within 90 days of all documents needed being signed. The following additional terms apply: a. The parties will execute all appropriate sale and trust documents following acceptance; b. Ranjit Singh will remain the party to operate the Super 8 Motel and not the liquidating agent pending completion of the purchase and sale. c. All monies from the liquidation or sale of the Super 8 Motel are to be held in trust in Arizona pending the final decision of the Courts in Canada including any appeals. A copy of Singh's Modification to the Second Amended Plan is available at https://is.gd/jfzUPx from Pacermononitor.com at no charge. About Regency Park Capital Regency Park Capital 2011, Inc., dba Super 7 Goodyear operates a Super 8 Motel consisting of Real Property and Personal Property located at 840 N. Dysart Road in Goodyear, Arizona. The Motel, consisting of approximately ninety rooms, was purchased in 2011. The Debtor was formed in 2011 to own and operate the Motel. According to an Annual Report filed on Jan. 5, 2016, Mrs. Singh is the Debtor's sole officer and director. The Singhs are currently involved in divorce proceedings in British Columbia, Canada. The Debtor operates under a franchise agreement with Super 8 Worldwide, Inc., and is subject to review by the franchisor to determine if it is in compliance with the standards demanded by the franchisor. According to the Debtor, the Debtor remains in good standing with Super 8. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-15280). RESOLUTE ENERGY: Merger Consideration Election Deadline is Feb. 22 ------------------------------------------------------------------ Cimarex Energy Co. and Resolute Energy Corporation have announced that, in connection with Cimarex's pending acquisition of Resolute, the election deadline for holders of shares of Resolute's common stock and holders of shares of Resolute's restricted stock (time and/or performance vested), outperformance share rights and/or options to elect the form of merger consideration they wish to receive in connection with the transaction, subject to proration, is 5:00 p.m. Eastern time on Feb. 22, 2019. Accordingly, an election will be valid only if a properly completed and signed election form, together with all required documents and materials set forth in the election form and the instructions thereto, is received by the exchange agent, Continental Stock Transfer & Trust Company, before 5:00 p.m. Eastern time on Feb. 22, 2019. Holders of Resolute equity awards and stockholders who hold their shares through a bank, broker or other nominee may be subject to an earlier deadline and should carefully read the instructions from Resolute or their bank, broker or nominee, respectively, regarding making elections. The election form was sent to Resolute stockholders and Resolute equity award holders on or about Jan. 31, 2019. Interested parties may contact Continental Stock Transfer & Trust Company directly with any questions at (917) 262-2378 or via email at reorg@continentalstock.com. About Cimarex Denver-based Cimarex is an independent oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the U.S. For more information, visit https://www.cimarex.com. The company's common stock is traded on the NYSE under the ticker symbol "XEC." About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. Resolute incurred a net loss available to common shareholders of $7.70 million in 2017 following a net loss available to common shareholders of $161.7 million in 2016. As of Sept. 30, 2018, the Company had $897.8 million in total assets, $992.6 million in total liabilities and a total stockholders' deficit of $94.84 million. RK & GROUP: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee on Feb. 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of RK & Group Inc. About RK & Group Inc. RK & Group Inc., a privately-held company in Goose Creek, South Carolina, is the franchise owner of the Subway restaurant chain. RK & Group filed a Chapter 11 petition (Bankr. D.S.C. Case No. 19-00037), on January 3, 2019. The petition was signed by Rhonda L. Kilgore, president. At the time of filing, the Debtor had $564,823 in total assets and $2,730,911 in total liabilities. The case has been assigned to Judge John E. Waites. The Debtor is represented by Kevin Campbell, Esq., at Campbell Law Firm, PA. ROSEGARDEN HEALTH: Trustee May Use Cash Collateral Until March 2 ---------------------------------------------------------------- The Hon. Ann M. Nevims of the U.S. Bankruptcy Court for the District of Connecticut authorized Jon Newton, the Chapter 11 Trustee for the jointly administered estates of The Rosegarden Health and Rehabilitation Center LLC, and Bridgeport Health Care Center Inc., to use cash collateral for a period through and including March 2, 2019. A continued hearing on the Cash Collateral Motion will be held on Feb. 27, 2019 at 11:30 a.m. The Debtors will use cash collateral, including proceeds from its accounts receivable, which cash collateral may be subject to the liens and/or security interests of the Alleged Secured Parties. The Debtors will use cash collateral in accordance with the Budget with a variance of 10% permitted, and a greater variance upon the written consent of the Alleged Secured Parties. The Alleged Secured Creditors are: (1) The Internal Revenue Service; (2) The State of Connecticut Department of Revenue Services; (3) The State of Connecticut Department of Labor; (4) Peoples United Bank; (5) Ram Capital Funding LLC; (6) World Global Capital, LLC d/b/a Fastline Capital; (7) Yellowstone Capital, LLC; and (8) B of I Federal Bank. In exchange for the preliminary use of cash collateral by the Debtors, the Alleged Secured Creditors are granted replacement and/or substitute liens as provided in Bankruptcy Code section 361(2) in all post-petition assets and proceeds thereof, excluding all bankruptcy avoidance causes of action, having the same validity, extent, and priority that the Alleged Secured Creditors possessed as to said liens on the Filing Date and any rights of setoff claimed by any of the Alleged Secured Creditors as against the Debtors' assets prior to the Filing Date. To the extent the adequate protection provided to the Alleged Secured Creditors proves to be inadequate and such inadequacy gives rise to a claim allowable under section 507(a)(2) of the Bankruptcy Code, such claim will constitute an allowed administrative expense claim against each of the Debtors on a joint and several basis with priority over all administrative claims in these bankruptcy cases, including all claims of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code. A copy of the Order is available at http://bankrupt.com/misc/ctb18-30623-823.pdf About The Rosegarden Health and Rehabilitation Center LLC Located in Waterbury, Connecticut, Bridgeport Health Care Center and The Rosegarden Health and Rehabilitation Center LLC -- http://www.bridgeporthealthcarecenter.com/-- provide long and short-term nursing care and rehabilitation services. Bridgeport offers nursing care, Alzheimer's care, rehab/physical therapy, wound care, dietary, respite care, and hospice care. Rosegarden services include 24-hour nursing care, APRN on Staff, short-term/long-term rehab, physical therapy, speech therapy, occupational therapy, IV therapy/medical/incontinence management, CPAP/BIPAP/tracheotomy care, podiatry; dental, audiology services, respiratory care, among others. Bridgeport Health Care and Rosegarden sought Chapter 11 protection (Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on April 18, 2018. In the petitions signed by their chief financial officer, Chaim Stern, Bridgeport estimated assets and liabilities of less than $50 million, and Rosegarden Health estimated assets and liabilities of less than $10 million. The Hon. Julie A. Manning is the case judge. Richard L. Campbell, Esq., at White and Williams LLP, serves as the Debtors' counsel. William K. Harrington, the United States Trustee for Region 2, appointed Joseph J. Tomaino as patient care ombudsman in the cases. The PCO hired Barbara H. Katz, as counsel. Jon Newton was appointed Chapter 11 trustee for the Debtors. The Trustee is represented by Reid and Riege, P.C. SALSGIVER COMMUNICATIONS: West Penn Objects to Disclosure Statement ------------------------------------------------------------------- West Penn Power Company objects to the disclosure statement explaining Salsgiver Communications, Inc.'s Chapter 11 Plan. The Creditor points out that it is clear from the Projection Summary (December 2018-November 2019) and other statements in the Disclosure Statement, that the Debtor operates at a loss and does not have the ability on its own to pay its monthly expenses or the cure amounts necessary to assume any of their executory contracts. According to the Creditor, without explaining in any detail the specifics of any agreement that exists between the Debtor and its parent, Debtor Salsgiver, Inc., the Debtor claims it can make all necessary payments by pooling its resources with its parent and affiliate. The Creditor complains that the Disclosure Statement does not provide adequate information regarding: (A) the details of the purported agreements between the Debtor and its parent and affiliate that purportedly provides the Debtor with the ability to meet its monthly expenses and plan payments; and (B) specifics on when the Debtor intends to identify the contracts it proposes to assume, the applicable cure amounts and how the Debtor can satisfy those cure obligations on the effective date of the plan. The Creditor asserts that the Debtor, on its own, does not have the ability to profitability operate its business nor does it have the money to pay the cure amounts necessary to assume the contracts it needs to continue its business on the effective date of the plan. Counsel for West Penn Power Company: Matthew M. Pavlovich, Esq. Suzanne Ruschak, Esq. PAVLOVICH & RUSCHAK, P.C. 304 Ross Street, Suite 500 Pittsburgh, PA 15219 Telephone: (412) 697-7847 Facsimile: (412) 697-7859 Email: mpavlovich@prpclaw.com sruschak@prpclaw.com -- and -- Russell R. Johnson, III, Esq. John M. Craig, Esq. Law Firm of Russell Johnson III, PLC 2258 Wheatlands Drive Manakin-Sabot, Virginia 23103 Phone: (804) 749-8861 Facsimile: (804) 749-8862 Email: russell@russelljohnsonlawfirm.com About Salsgiver Inc. Based in Freeport, Pennsylvania, Salsgiver Inc. -- http://gotlit.com/-- and -- http://www.salsgiver.com/-- is a wired telecommunications carrier offering internet, phone and video services to residential and business clients. The company also provides telecom services. Salsgiver and its affiliates Salsgiver Telecom, Inc. and Salsgiver Communications, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case Nos. 18-20803, 18-20805 and 18-20806) on March 2, 2018. In their petitions signed by Loren M. Salsgiver, president, the Debtors estimated assets of less than $50,000. Salsgiver disclosed $1 million to $10 million in liabilities. Salsgiver Telecom estimated less than $500,000 in liabilities while Salsgiver Communications estimated less than $50,000 in liabilities. Judge Jeffery A. Deller presides over the bankruptcy case of Salsgiver Telecom. The two other cases have been assigned to Judge Thomas P. Agresti. SALSGIVER TELECOM: PECO Objects to Disclosure Statement ------------------------------------------------------- Pennsylvania Electric Company objects to the Disclosure Statement explaining the Debtor Salsgiver Telecom, Inc.'s Chapter 11 Plan. The Creditor points out that the Debtor states that it is still evaluating certain agreements, but that the "Debtor certainly intends to assume the vast majority of its executory contract/leases if not all." Despite this, the Creditor further points out there is no listing in the Disclosure Statement of the potential executory contracts that the Debtor may assume, the applicable cure costs and whether the Debtor has the ability to satisfy those cure obligations on the effective date of the Plan. The Creditor asserts that the Debtor claims that all three debtors will be pooling their resources to make plan payments, all of which will be made out of Salsgiver, Inc., accounts into which all three debtors' revenues flow. According to the Creditor, as the Debtors' cases are not substantively consolidated, the Disclosure Statement does not provide adequate information regarding the details of the purported agreement between the Debtor, its parent and affiliate regarding the foregoing financing arrangement. The Creditor complains that no information in the Disclosure Statement indicates that the Debtor has the ability to satisfy, on the effective date of the plan, the cure obligations of the executory contracts it needs to assume to reorganize or that the Debtor has entered into arrangements with those executory contract creditors to pay those cure obligations over time. Counsel for Pennsylvania Electric Company: Matthew M. Pavlovich, Esq. Suzanne Ruschak, Esq. PAVLOVICH & RUSCHAK, P.C. 304 Ross Street, Suite 500 Pittsburgh, Pennsylvania 15219 Telephone: (412) 697-7847 Facsimile: (412) 697-7859 Email: mpavlovich@prpclaw.com sruschak@prpclaw.com -- and -- Russell R. Johnson III, Esq. John M. Craig, Esq. Law Firm of Russell Johnson III, PLC 2258 Wheatlands Drive Manakin-Sabot, Virginia 23103 Phone: (804) 749-8861 Facsimile: (804) 749-8862 Email: russell@russelljohnsonlawfirm.com About Salsgiver Inc. Based in Freeport, Pennsylvania, Salsgiver Inc. -- http://gotlit.com/-- and -- http://www.salsgiver.com/-- is a wired telecommunications carrier offering internet, phone and video services to residential and business clients. The company also provides telecom services. Salsgiver and its affiliates Salsgiver Telecom, Inc. and Salsgiver Communications, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case Nos. 18-20803, 18-20805 and 18-20806) on March 2, 2018. In their petitions signed by Loren M. Salsgiver, president, the Debtors estimated assets of less than $50,000. Salsgiver disclosed $1 million to $10 million in liabilities. Salsgiver Telecom estimated less than $500,000 in liabilities while Salsgiver Communications estimated less than $50,000 in liabilities. Judge Jeffery A. Deller presides over the bankruptcy case of Salsgiver Telecom. The two other cases have been assigned to Judge Thomas P. Agresti. SAM KANE: Wants to Continue Using Estate Property, Cash Collateral ------------------------------------------------------------------ Sam Kane Beef Processors LLC requests the U.S. Bankruptcy Court for the Southern District of Texas to authorize the Debtor's continued use of estate property/cash collateral. The Debtor proposes to use cash collateral (i) preserve and sale the Debtor's perishable inventory; (ii) maintain the Debtor's facility in a safe and responsible manner; and (iii) notice and conduct an immediate auction of substantially all of the Debtor's assets. The Debtor has previously sought emergency use of estate property or, in the alternative, cash collateral in order to facilitate completion of definitive documentation with the Debtor's identified stalking horse purchaser. The Cash Collateral Motion was supported by The Texas Cattle Feeders ("TCF") and unopposed by the Debtor's pre-petition secured lender, Marquette Transportation Finance, LLC. Following representations from counsel for the Debtor, TCF, and Marquette, the Court entered its Interim Order, authorizing interim use of cash collateral and setting a final hearing for Feb. 1, 2018. The Debtor sought bankruptcy protection in order to preserve its ability to complete a sale of substantially all of its assets as a going concern. As previously disclosed in the Debtor's fist-day pleadings, the anticipated sale was the culmination of an extensive pre-petition marketing process conducted by the Debtor's investment bank, Gordian Group, LLC. Such that, during the months leading up to the Petition Date, the Debtor, with the advice and aid of its investment banker, Gordian, conducted an extensive marketing and sale process related to the Debtor’s assets. While the Debtor's primary focus in those efforts was to identify a purchaser to sell the Debtor's assets as a going concern, the Gordian process also attracted alternative bidders. As a result of the extensive progress and momentum that the Gordian team has developed, the Debtor believes that maximum value for the estate's assets may be obtained at this time by moving for a quick auction of the estate's assets. The Debtor is preparing an emergency motion asking the Court to approve a sale process. Additionally, TCF lawyers have provided notice to the Debtor that seemingly withdraws their prior consent to use of estate property/cash collateral. TCF attorneys have also demanded that the Debtor take certain actions that the Debtor which believes would be detrimental to the estate as a whole and would cause specific harm to the assets to which TCF members assert an interest. To make matters even more complicated, the Debtor is not in a position -- and TCF has not established -- the validity and priority of its asserted interest. In addition to TCF, Marquette asserts first priority liens in and to all of the Debtor's inventory and accounts receivable. Further, pursuant to the Receivership Order and the Receivership Finance Stipulation (which stipulation was executed by, among other parties, TCF counsel, Mr. Stokes), certain parties providing goods and services to the Receivership estate are entitled to reimbursement from any PSA Trust Assets or Marquette collateral. In addition to the need to use estate property/cash collateral to preserve asset value, the Debtor requires continued use to ensure that the Debtor's facility is maintained in a safe and responsible manner. The Debtor's facility, if not maintained, poses an imminent risk to its surrounding area. Indeed, the Debtor's waste water facility has only just recently been repaired and brought into compliance with City and State regulations. The system requires further remedial actions to ensured continued safe operation. About Sam Kane Beef Processors Sam Kane Beef Processors, LLC, is an independent, fully-automated processor and distributor of beef and beef products based in Corpus Christi, Texas. Since its beginnings in 1949, Kane Beef has expanded from a local meat counter to a nationally recognized supplier of dependable beef products with key accounts in retail and foodservice. Sam Kane filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 1920020) on Jan. 22, 2019. In the petition signed by Richard S. Schmidt, receiver. The Debtor estimated assets and liabilities of $50 million to $100 million. The Hon. David Jones presides over the case. Matthew Scott Okin, Esq., of Okin & Adams LLP, represents the Debtor. SEADRILL LIMITED: Bank Debt Trades at 20% Off --------------------------------------------- Participations in a syndicated loan under which Seadrill Limited is a borrower traded in the secondary market at 80.29 cents-on-the-dollar during the week ended Friday, February 1, 2019, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.71 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, February 1. SENIOR CARE: Second Interim Cash Collateral Order Entered --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has entered a second interim order authorizing Senior Care Centers, LLC and its debtor-affiliates to use the cash collateral of CIBC Bank USA, as administrative agent for itself and for CIT Finance LLC, MB Financial Bank, N.A., Bankers Trust Company, Wells Fargo Bank, N.A., and Compass Bank (collectively, the "Lenders"). The Debtors may use cash collateral in excess of the amount designated for a particular line-item so long as the percentage of deviation of each line item during any rolling 4-week period does not exceed 10%. CIBC Bank and the Debtors agree to leave in place the monetary hold on one of the Debtors' accounts in the amount of approximately $314,739 until the Final Hearing on the Cash Collateral Motion, which is scheduled for Feb. 21, 2019, at 2:00 p.m. The Debtors will allow CIBC Bank, the Committee, and their respective professionals and designees reasonable access, during normal business hours, to the premises of the Debtors in order to conduct appraisals, analyses, and/or audits of the Prepetition Collateral, and will otherwise reasonably cooperate in providing any other financial information requested by CIBC Bank and Committee for this purpose. The Debtors will also provide to CIBC Bank and the Committee on Wednesday of each week, a Weekly Budget Report and in the same form as the Budget indicating all receipts received and disbursements made by the Debtors in the week ending the prior Friday compared to the Budget and detailing any variances of more than 10% from the disbursements and receipts in the Budget. CIBC Bank and the Lenders are granted senior priority replacement liens upon all assets and property of the Debtors and their estates of any kind or nature whatsoever, now existing or hereafter acquired, as security for and solely to the extent of any diminution in the value of Prepetition Collateral from and after the Petition Date. The replacement liens so granted are in addition to all security interests, liens, and rights of setoff existing in favor of CIBC Bank and the Lenders on the Petition Date, and are and will be valid, perfected, enforceable, and effective as of the Petition Date. CIBC Bank and the Lenders are granted an administrative claim with a priority equivalent to a claim under Sections 364(c)(1), 503(b), and 507(b) of the Bankruptcy Code, on a dollar-for-dollar basis for and solely to the extent of any diminution in value, which administrative claim will, among other things, have priority over all other costs and expenses of the kind specified in, or ordered pursuant to, Bankruptcy Code. The CCP Landlords have liens in certain (but not all) of the Debtors accounts receivable and deposit accounts that are subordinate in all respects to the interests of CIBC Bank and the Lenders pursuant to that certain Second Amended and Restated Intercreditor Agreement. As security for and solely to the extent of any diminution in the value of the CCP Subordinated Liens from and after the Petition Date, CCP is granted junior priority replacement liens upon the assets and property of the Debtors and their estates to the same extent and priority as existed as of the Petition Date and in all respects subject to the CCP Intercreditor Agreement and the rights of CIBC Bank and the Lenders. Berkadia Commercial Mortgage LLC has liens in certain (but not all) of the Debtors accounts receivable and deposit accounts that are subordinate in all respects to the interests of CIBC Bank and the Lenders pursuant to that certain Intercreditor Agreement. Accordingly, Berkadia is granted junior priority replacement liens upon the assets and property of the Debtors and their estates to the same extent and priority as existed as of the Petition Date and in all respects subject to the Berkadia Intercreditor Agreement and the rights of CIBC Bank and the Lenders. The Debtors will segregate all postpetition funds attributable to the services provided by Atlas Dental Management, LLC and Texas Nursing Home Management Solutions, LLC. A full-text copy of the Second Interim Order is available at http://bankrupt.com/misc/txnb18-33967-431.pdf About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. SHEPPARD AND SON: Fields Buying Cordele Property for $15K --------------------------------------------------------- Sheppard and Son Properties, LLC, asks the U.S. Bankruptcy Court for the Middle District of Georgia to authorize the sale of the real property commonly known as 409 8th Avenue East, Cordele, Georgia to Sacha Fields for $15,000. A hearing on the Motion is set for March 6, 2019 at 2:00 p.m. The Debtor listed the real state on Schedule A/B. It valued it at $15,000. The real estate is subject to a Tax Sale Deed held by Dwight Johnson, a creditor listed on Schedule D, in the approximate amount of $1,333 plus future taxes and interest that have accrued and have been paid by Johnson. The Debtor proposes to sell the property on a land sales contract for the total amount of $15,000 to the Buyer, free and clear of all liens and encumbrances. The Buyer will pay $5,000 down, and the Debtor will finance the remaining $10,000 on a 24 month note at 10% interest with payments beginning in January 2019. The Debtor will transfer a Warranty Deed to the Buyer only after full and complete payment of the contract. The property is being sold "as is." The Buyer will be responsible for future real estate taxes and insurance. In conjunction with the deal, the Debtor will use funds obtained to pay the claim of Dwight Johnson in its entirety to redeem the property from the tax deed. Through the deal, the Debtor will realize full value for its property interest at the value provided in the schedules, provide full payment to a creditor, and eliminate the need to pay future taxes and insurance, while preserving an income stream on the property. The completion of the sale is in the best interest of the Debtor and the creditors . No real estate broker has been retained for this transaction. The Debtor asks that the Court approves the transaction and authorizes it to execute any instruments necessary to effectuate the sale in accordance with FRBP 6004(f)(2). It asks a waiver of the 14-day stay set forth in FRBP 6004(h). About Sheppard and Son Properties Sheppard and Son Properties, LLC, a nonresidential building operator in Cordele, Georgia, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 18-11388) on Nov. 6, 2018. In the petition signed by Greene Wylie Sheppard, Jr., sole member, the Debtor disclosed $1,202,487 in total assets and $224,757 in total liabilities. The case is assigned to Judge Austin E. Carter. The Debtor is represented by Emmett L. Goodman, Jr., LLC. SHILOH MISSIONARY: Cash Collateral Use Continued Until March 15 --------------------------------------------------------------- The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida authorized Shiloh Missionary Baptist Church of Daytona Beach, Inc., to use cash collateral in the ordinary course of its business through March 15, 2019, as set forth in the Second Interim Order. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by this Court, including payments to the U.S. Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) such additional amounts as may be expressly approved in writing by the Creditors. As Adequate protection for the use of cash collateral, the Debtor has offered the following: (a) Happy State Bank, d/b/a as Goldstar Trust Company will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law; (b) The Debtor will pay adequate protection to Happy State Bank in the form of monthly payments of $5,700; (c) The Debtor will escrow 1/12th the value of its 2019 ad valorem taxes per month; (d) The Debtor will escrow or pay 1/12th of its insurance premium per month; (e) The Debtor will provide Happy State Bank with copies of monthly financial documents generated in the ordinary course of business and other information as Happy State Bank reasonably requests with respect to the Debtor's operations; (f) The Debtor will grant to Happy State Bank access to Debtor's business records and premises for inspection; and (g) The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Happy State Bank. A full-text copy of the Second Interim Order is available at http://bankrupt.com/misc/flmb18-07791-23.pdf About Shiloh Missionary Baptist Church of Daytona Beach Inc. Shiloh Missionary Baptist Church of Daytona Beach, Inc., a Baptist church established in 1992, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07791) on Dec. 17, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1,000,001 to $10 million. The case is assigned to Judge Karen S. Jennemann. Buddy D. Ford, P.A., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SMG HOLDINGS: S&P Alters Outlook to Stable After Merger News ------------------------------------------------------------ SMG Holdings Inc. announced a definitive agreement to merge with AEG Facilities to form a new entity, ASM Global. ASM will be jointly owned by financial sponsor Onex Corp. and AEG Facilities, with each group having 50% control. S&P Global Ratings believes the merger will reduce leverage at the combined entity compared to SMG's stand-alone balance sheet. As a result, S&P on Feb. 11 revised its outlook on SMG to stable from negative and also affirmed the 'B' issuer credit rating on the company. First- and second-lien issue-level ratings on SMG's debt are unchanged at this time. S&P said that the outlook revision to stable from negative reflects its understanding that subsequent to the merger, AEG Facilities (AEG) will contribute value to the obligor group of SMG's existing credit facilities, resulting in an improvement to leverage well below S&P's 8.5x adjusted debt-to-EBITDA downgrade threshold in 2019. "Although financial terms of the transaction have not been disclosed, it is our understanding that AEG has no meaningful funded debt and may have modest amounts of operating lease liabilities. Therefore, AEG's EBITDA contribution will likely be deleveraging at the combined company (ASM) compared to SMG on a stand-alone basis," S&P said. "Because our forecast for SMG's stand-alone 2019 adjusted leverage is close to the downgrade threshold at just above 8.5x, even modest de-leveraging as a result of the merger would reduce leverage below the threshold and lessen the chance of a downgrade." "The stable outlook reflects our understanding that subsequent to the merger, AEG will contribute value to SMG's existing credit facilities, resulting in pro forma adjusted debt to EBITDA below our 8.5x downgrade threshold," S&P said. S&P said it could lower its rating if operating performance and debt repayment meaningfully underperforms its expectations, resulting in adjusted debt to EBITDA sustained above 8.5x or adjusted EBITDA coverage of interest expense sustained below 1.5x. This could result from the failure to merge SMG and AEG, the loss of one or more key customer contracts, and lower-than-anticipated operating cash flow leading to lower interest coverage and thinner liquidity, according to S&P. "We could raise the rating if we become confident that the merged entity will sustain adjusted debt to EBITDA below 6.5x, and that the shareholders of ASM have a financial policy to maintain leverage below that level, incorporating the potential for debt-financed acquisitions and cash distributions to shareholders," S&P said. SPECTRUM BRANDS: S&P Affirms 'B+' Issuer Credit Rating ------------------------------------------------------ U.S.-based Spectrum Brands Holdings Inc. repaid about $2.2 billion of debt following its receipt of $2.9 billion of gross cash proceeds from recent business disposals. S&P Global Ratings estimates that the company has over $500 million of excess cash proceeds from the divestitures, which -- per its bond indenture -- it must use within one year to repay debt or reinvest in its business, including via acquisitions. S&P on Feb. 11 affirmed its 'B+' issuer credit rating on Spectrum Brands Holdings, its 'BB' issue-level rating on its $800 million revolving credit facility, and its 'B+' issue-level rating on the senior unsecured notes. The recovery ratings of '1' and '4' are unchanged. At the same time, S&P withdrew its issuer credit rating on Spectrum Brands Inc. and its ratings on the group's U.S. term loan, Canadian term loan, and $890 million holding company notes following their repayment. The affirmation assumes that Spectrum Brands will use -- as required by its bond indenture -- the over $500 million of excess cash from its recent business disposals to repay debt or reinvest in its business (including via deleveraging acquisitions) such that its adjusted leverage falls below 5x in about a year, which compares with its current pro forma leverage of about 6x (our adjusted debt figure for Spectrum Brands is not net of cash). "Our excess cash figure is based on our estimate of net cash disposal proceeds after fees and taxes less actual debt repayment. As part of the sale of its global auto care (GAC) business to Energizer, Spectrum Brands also received $313 million of Energizer stock as partial consideration," S&P said. "We believe that if the company chooses to sell these shares, the proceeds from the sale would be subject to the same bond indenture provisions requiring Spectrum to use them for debt repayment or reinvestment within one year of their receipt. This presents potential upside to our base-case forecast." The stable outlook on Spectrum Brands reflects S&P's assumption that the company will use its excess cash to enhance its adjusted credit metrics by repaying debt or reinvesting in its business (including potentially by making deleveraging acquisitions) such that it will sustain adjusted leverage of less than 5x (which compares with its current pro forma leverage of around 6x). However, the company may face rating pressure in 2019 given its recent track record of operational weakness. Spectrum may also face rating pressure if it does not effectively use its excess cash to improve its credit ratios, according to $&P. "We could lower our rating on Spectrum if we expect that its adjusted leverage will remain above 5x," S&P said. "This could occur if the company's financial policy becomes more aggressive than we expect, including undertaking sizable acquisitions that use all of its excess cash plus additional debt, or if a decline in its stock price leads it to engage in a level of share repurchase activity well above our expectations." Spectrum's credit metrics could also weaken if its profits deteriorate, particularly if there is a meaningful decline in housing that hurts the performance of its HHI segment; if input cost volatility or poor weather conditions damage the profitability of its H&G segment; if the HPC segment is hurt by escalating trade wars, competition, or input-cost volatility; or if the company once again faces operating inefficiencies and meaningful restructuring costs, according to S&P. "We could raise our rating on Spectrum if we adopt a more favorable view of its business, which could occur if it wins new accounts due to improved operating efficiencies and fill rates and a more focused business," S&P said. "To raise our rating, we would need the company to expand -- and improve the stability of -- its profit margins, significantly reduce its restructuring costs, and continue to follow a financial policy that allows it to sustain adjusted leverage of between 4x and 5x." Alternatively, S&P could raise its rating on Spectrum if the company's financial policy moderates such that it sustains adjusted leverage of less than 4x, although S&P thinks this is unlikely. ST. JOSEPH ENERGY: Moody's Affirms Ba3 on $449MM in Secured Loans ----------------------------------------------------------------- Moody's Investors Service affirmed the Ba3 rating on St. Joseph Energy Center, LLC's senior secured credit facilities consisting of a $410.7 million term loan B, due April 10, 2025 (including a $15 million incremental facility), and $38.9 million revolving facility due April 10, 2023. The rating outlook is stable. RATINGS RATIONALE The Ba3 rating affirmation reflects its view that the amendment to reduce the cash sweep feature to 50% from 75%, although credit negative, is mostly mitigated by other cumulative credit positive occurrences since the original financial close including improved PJM capacity results in the most recent auction as well as the potential for stronger energy margins owing to the recently retired and expected retirements of coal and nuclear units. The lower cash sweep feature is deemed weak relative to similar projects' structures, however the sponsors still have a significant level of equity in the project since there was no equity distribution at the original financial close. Further, the project now has eight months of mostly stable operating performance. The lower cash sweep will lead to a higher debt balance at maturity per management's case of $227 million, or 53.8% of original balance (plus incremental facility) outstanding at maturity, relative to the $165 million previously envisioned. Per Moody's assumptions, debt outstanding at maturity should remain at around 70% of original balance (plus incremental facility), or approximately $282 million, similar to Moody's original expectations, as a result of the known higher capacity auction prices and some observed improvement in forecasted spark spreads in the near term relative to originally forecasted expectations. The rating is supported by SJEC's position as a new, highly efficient and competitive combined cycle gas turbine power plant, which serves as a base load unit in PJM. Despite initial start-up issues in the first months of operations, the project's capacity factor and availability have been in line with forecasted performance at 80.9% capacity factor and 92.5% availability through December 2018. The rating factors in the known capacity revenues through May 2022 derived from past PJM base residual auctions as well as transparency into future revenues which collectively provide four years of some revenue visibility. The Ba3 rating further acknowledges the existence of a revenue put which provides downside protection to the project from weak energy margins. Together, Moody's calculates that these two sources of revenue provide more than 50% of gross margin in most years. The Ba3 credit profile factors in the cost competitive position of the asset in a coal heavy region of PJM providing it with the potential for sustained high capacity factors and meaningful energy margins over the life of the transaction. The Ba3 rating is tempered by the project's still limited operating history, ongoing merchant exposure, with some nodal basis risk versus AEP-Dayton Hub, and more expensive fuel relative to other gas sources in the region. Credit metrics are projected to be within the lower end of the Ba category, though market developments should prove favorable for the Project in the medium term. SJEC was selected by PJM for Black Start Service in December 2018. Completion of the necessary upgrades is targeted for August 2020 and the estimated costs are around $27 million. SJEC will be reimbursed for its capital cost plus a guaranteed rate of return. The source of funding for the associated capital costs is uncertain at this time therefore neither the cost or revenue components have been considered in the financial forecast at this stage, but are not expected to have a significant impact to credit metrics. OUTLOOK The stable outlook reflects its assumptions that SJEC will continue to meet both the heat rate and capacity guarantees per its EPC agreement and that operations continue in line with year-to-date performance in 2018. FACTORS THAT COULD LEAD TO AN UPGRADE In the event that actual performance, particularly on the energy margin side appreciably exceeds its current expectations, resulting in financial performance more in line with management's case of a DSCR that is greater than 2.5x and an CFO/Debt that is greater than 15%, there could be upward pressure on the rating. FACTORS THAT COULD LEAD TO A DOWNGRADE The rating could move down if the project experiences significant and prolonged operating issues during the start-up or shake-out period which are either not covered by warranty or insurance or could lead to significantly lower than expected cash flow generation and debt service coverage over the next 12 months. Specifically, if the DSCR is below 2.0x and the CFO/Debt is below 9% on a sustained basis, there could be downgrade rating pressure at SJEC. PROJECT BACKGROUND SJEC is located in St. Joseph County, Indiana, near the Town of New Carlisle. The project consists of two Siemens SGT6-5000F(5ee) CTGs, two Nooter/Eriksen HRSGs, and one Siemens STG with a nameplate capacity of approximately 709 megawatts. The HRSGs are equipped with duct burners to supplement plant capacity, subject to permit fuel throughput restrictions. The project achieved substantial completion on April 1, 2018 and final completion on November 28, 2018 and was constructed by Kiewit Power Constructors Co. under a Lump Sum Turnkey Agreement for the Engineering, Procurement, and Construction of SJEC. The CTGs, HRSGs, and STG are wrapped under the EPC Agreement. The project's sponsors include two separate funds managed by Ares EIF Management, LLC for 80% of the equity, with Toyota Tsusho America Inc. holding the remaining 20%. Both sponsors have experience in the US market, in particular through investments in combined cycle power plants. The principal methodology used in these ratings was Power Generation Projects published in June 2018. STONEMOR PARTNERS: Moody's Lowers CFR to Caa2, Outlook Negative --------------------------------------------------------------- Moody's Investors Service downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2 from Caa1 and Probability of Default rating to Caa3-PD from Caa1-PD. Moody's affirmed the senior unsecured rating at Caa2 and Speculative Grade Liquidity rating at SGL-4. The ratings outlook remains negative. On Monday, StoneMor announced it had agreed to an amendment and waiver of its unrated senior secured credit facility that, among other things, revises the maturity date to May 2020, provides for a $35 million Tranche B Facility from affiliates of investment management firm Axar Capital Management LP, increases pricing, revises financial covenants, requires the company to engage advisors to seek a refinancing of the facility and waives existing covenant defaults. Approximately $15 million of new Tranche B Facility loans will be drawn at closing of the amendment. RATINGS RATIONALE "While the announced amendment provides much-needed liquidity, the increase in debt from the Tranche B Facility, shortened maturity profile and creditor-friendly terms of the revised credit agreement make a default more likely unless StoneMor can complete a refinancing of the senior unsecured notes before 2021, leading to the downgrade of the CFR to Caa2," said Edmond DeForest, Moody's Senior Credit Officer. DeForest continued: "The company's disappointing operating performance and weak credit metrics could make a refinancing difficult to achieve. However, StoneMor's assets and an over $900 million backlog of pre-need cemetery and funeral sales lead Moody's to anticipate a higher than average overall recovery at default, driving the affirmation of the senior secured note rating at Caa2." The Caa2 CFR reflects Moody's concern that if pre-need cemetery selling and liquidity pressures do not abate while the senior secured credit facility is being refinanced, a distressed exchange or other default event could become more likely. StoneMor's financial reporting remains delayed, leading to reduced visibility and further challenging the company's ability to refinance. Moody's expects financial leverage as measured by debt to Accrual EBITDA (pro forma for acquisitions, reflecting Moody's standard adjustments and adding deferred revenues less deferred expenses) will remain over 10 times, interest coverage will stay below 1.0 time and free cash flow will be negative in 2019. The downgrade of the PDR by two notches to Caa3-PD from Caa1-PD is driven by Moody's anticipation of a distressed exchange or other default event if the senior unsecured notes cannot be refinanced in advance of the 2021 maturity. The Caa2 rating on the senior unsecured note reflects the Caa3-PD PDR and an LGD assessment of LGD3, reflecting its junior position in Moody's priority of claims at default relative to the $192 million senior secured credit facility (as amended). Moody's anticipates StoneMor's net asset value could lead to a higher than average recovery for unsecured claims at default, driving the Caa2 rating, which is one notch higher than the modeled outcome. The SGL-4 Speculative Grade Liquidity rating reflects a weak liquidity profile. Moody's expects negative $5 million to negative $10 million of free cash flow (cash burn) in 2019. There is expected to be $20 million of availability under the Tranche B Facility after the initial $15 million is drawn. The senior secured credit facility (as amended) includes certain financial covenants with which StoneMor may not comply if financial performance continues to decline. The minimum Consolidated EBITDA test (as defined) requires minimum quarter EBITDA in each quarter of fiscal 2019 and the first quarter of fiscal 2020. The negative ratings outlook reflects Moody's concerns that poor operating results or tight liquidity could make a distressed exchange or other default event more likely in the near term. Given the negative ratings outlook, an upgrade in the near term is unlikely. Over the longer term, the ratings could be upgraded if Moody's anticipates pre-need cemetery bookings growth, lower financial leverage and positive free cash flow. The ratings could be downgraded if a distressed exchange or other default event becomes more likely or if the value of StoneMor's assets and preneed cemetery sales backlog decline such that Moody's anticipates an average of low overall recovery at default for the senior unsecured notes. Issuer: StoneMor Partners L.P. Downgrades: Corporate Family Rating, Downgraded to Caa2 from Caa1 Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD Affirmations: Senior Unsecured Global Bonds, Affirmed Caa2 (LGD5 to LGD3) Speculative Grade Liquidity Rating, Affirmed SGL-4 Outlook: Outlook, Remains Negative The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. StoneMor, based in Trevose, PA, is a provider of funeral and cemetery products and services in the United States. As of December 31, 2018, StoneMor operated 316 cemeteries and 93 funeral homes in the US and Puerto Rico. The company owns 286 of these cemeteries and operates the remaining 31 under long-term management agreements with non-profit cemetery corporations that own the cemeteries. StoneMor is organized as a master limited partnership (MLP) and is treated as a partnership for U.S. federal income taxes. StoneMor and its operating subsidiary, StoneMor Operating LLC, pay no federal taxes at the entity level and are not subject to a material amount of entity-level taxation by individual states. StoneMor expects to convert from an MLP to a C Corporation during 2019. American Infrastructure MLP Funds, a private investment firm, controls StoneMor through its ownership of StoneMor's general partner and owns 7% of StoneMor's outstanding limited partnership interests. Axar owns approximately 22% of the outstanding limited partnership interests. Moody's expects StoneMor will book GAAP revenues of over $300 million in 2019. TAPMASTERS CHELSEA: Feb. 26 Plan Confirmation Hearing ----------------------------------------------------- The Second Amended Disclosure Statement explaining the plan of reorganization of Tapmasters Chelsea, LLC, and Tapmasters Hoboken, LLC, is approved. The date of the hearing to consider confirmation of the Amended Plan will commence on February 26, 2019 at 10:00 a.m. (Prevailing Eastern Time), or as soon thereafter as counsel can be heard before the Honorable Michael E. Wiles, United States Bankruptcy Judge, at the United States Bankruptcy Court, One Bowling Green, Courtroom 617, New York, New York 10004-1408. The deadline for filing and serving objections to confirmation of the Amended Plan will be February 23. Ballots for accepting or rejecting the Amended Plan must be received by February 23. Under Tapmasters Hoboken's Amended Disclosure Statement, Class 4 - Allowed General Unsecured Claims are impaired with estimated recovery of 13-29%. Currently, there a total of $1,355,366.36 in Class 4 claims scheduled or filed, however, approximately half of this amount is disputed because it relates to an untimely claim or an estimated claim of the New Jersey Department of Labor. Because no cash will be available to pay Allowed General Unsecured Claims, Allowed General Unsecured Claims are expected to receive membership interests in the Reorganized Debtor. The membership interests issued as a consequence of this provision are subject to dilution in the event that the Option described in the Proposed Management and Option Agreement. Class 3 - Allowed Secured Claims are impaired with estimated recovery of 65%. There are $675,000 in asserted Class 3 claims. According to the books and records of the Debtor, all asserted Class 3 claims are expected to be allowed. There is a properly perfected Claim in the amount $300,000.00 asserted by SAI Restaurants LLC and a properly perfected claim by Fundation Group, LLC in the amount of $577,891.64. The Claim by Fundation Group, LLC was previously reduced to $375,000. SAI Restaurants LLC consented to the payment of the Allowed Secured Claim of Fundation Group, LLC immediately. The Plan calls for SAI Restaurants LLC to receive a subordinated, secured promissory note in the amount of $300,000. Class 5 - Equity Interest Holders are impaired. Class 5 shall consist of all persons or entities which claim to have an Equity Interest in the Debtor. Pursuant to the Plan, all presently existing Equity Interests shall be cancelled. A full-text copy of the Amended Disclosure Statement dated January 24, 2019, is available at https://tinyurl.com/y7jada7v from PacerMonitor.com at no charge. About Tapmasters Chelsea Tapmasters Chelsea, LLC, and Tapmasters Hoboken, LLC, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 16-12541) on September 2, 2016. The two cases are jointly administered. The Debtors are represented by Michael T. Conway, Esq., at Shipman & Goodwin LLP, in New York. At the time of filing, the Debtors each disclosed $1 million to $10 million in assets and liabilities. The petitions were signed by Willie Mingo, managing member. TERRAFORM POWER: Fitch Affirms BB- IDR, Outlook Stable ------------------------------------------------------ Fitch Ratings has affirmed TerraForm Power Operating LLC's Issuer Default Rating at 'BB-' with a Stable Rating Outlook. Approximately $1.8 billion of long-term debt is affected. Fitch is rating TERPO on a deconsolidated approach as the company's operating assets are largely financed with non-recourse project debt. The rating affirmation and Stable Outlook consider TERPO's relatively stable and predictable long-term contracted and regulated cash flows from a diversified portfolio of renewable projects, the continued execution of cost reduction and growth strategies, a strong sponsorship from Brookfield Asset Management (Brookfield), and the positive regulatory development in Spain. The ratings also reflects Fitch's expectation that the Holdco-only FFO adjusted leverage will be in the high 5x over the next few years. KEY RATING DRIVERS Contracted and Regulated Cash Flows and Asset Diversity: TERPO is the owner and operator of 3.64 GW of diversified wind and solar assets located primarily in the U.S. and Spain, with small investments in Canada, Chile, Portugal, Uruguay and the U.K. 61% of total revenue is supported by long-term contracts (14 year average remaining life) with mostly investment grade off-takers, and 34% is regulated under Spain's fixed return on investment regime that resets returns every six years. The fleet has a relative young age of five years, which supports asset quality. As measured by capacity, TERPO's fleet is 63% wind and 37% solar. Per Fitch's estimate, on a cash flow distribution basis, the mix shifts to 50% solar and 50% wind. Wind resources have greater resource variability than solar, which Fitch views as unfavorable. However, the geographical diversity of TERPO's wind projects mostly mitigates the resource variability. Strong Sponsorship: Fitch views Brookfield's 65% ownership positively given its large operating scale and strong track record as an experienced long-term strategic investor. Brookfield brings to TERPO its expertise of managing $330 billion of investments including renewables. Brookfield owns $43 billion of power assets and has acquired and developed 13 GW of renewable capacity since 2012. TERPO is expected to serve as Brookfield's primary owner and operator of renewable assets in North America and Western Europe. Brookfield has committed to support TERPO through key agreements including management services agreement (MSA), a $500 million sponsor line of secured revolving credit facility for acquisitions and access to 3.5 GW of renewable pipelines through Right of First Offer (ROFO) agreement. In 2018, Brookfield provided $650 million of equity support for TERPO's Saeta Yield acquisition, effectively increasing its ownership to 65% from 51%. In addition, TERPO could also expand its solar footprint by installing solar generation within Brookfield's real estate portfolio. The support will continue to enable TERPO to execute its growth strategy under various capital markets conditions. While Fitch expects Brookfield's control to be supportive of TERPO's credit quality, it views their relationship as nascent. Saeta Acquisition Completed: Spain accounts for 34% of TERPO's total revenue after it closed the Saeta Yield acquisition in June 2018. The acquisition enhanced TERPO's operating scale and geographic diversification, which Fitch views favorably. Over 80% of Saeta's revenues are regulated under Spain's renewable power framework, and the remaining 20% are under long-term power contracts, mostly with investment grade counterparties in Portugal and Uruguay. 25% of the regulated Spanish portfolio is exposed to market risks (or 8% of consolidated TERPO revenue). However, this risk is mitigated by the reset of capacity payments in order to achieve the allowed fixed regulatory return. The weighted average life of Seata's contract life is 15 years, and the average age of the assets is six years, similar to TERPO's existing portfolio. Saeta's portfolio is comprised of 76% wind and 24% solar. Positive Development in Spain: Fitch views Spain's energy market regulation as less stable and transparent than that of U.S. The regulatory regime is relatively new and continues to evolve after a hard-landing for renewables in 2013 and favors solar to wind. Nevertheless, the regulation framework provides earnings and cash flow visibility by setting allowed regulatory return every six years, limiting exposure to market and volumetric risk. Regulatory returns are expected to be reset starting in 2020. The Ecological Transition Ministry recently recommended that for capacities installed before the September 2013 Royal Decree, which applies to Saeta's entire Spanish fleet, the rate of return will stay at 7.4% until 2025 or 2031. For others, rate of return will change to 7.09% from 7.4%. The new return is calculated using the weighted average cost of capital instead of 10-year sovereign bond yield plus 300 bps. The proposals are better than market expectations. However, the Council of Ministers must validate the proposal, which will then need to be approved by the Spanish Parliament by year-end 2019. Conservative Management Strategy: TERPO's rating stability will depend on demonstrating a conservative and consistent approach to executing its growth plan while improving operational and financial performance under a new sponsor. Fitch considers TERPO's publicly announced dividend five-year growth target of 5%-8% to be relatively conservative, which is a credit positive. TERPO anticipates achieving the targeted growth through cost reductions, improving asset performance, organic growth and modest acquisitions. TERPO has been executing its plan to rationalize and streamline its old cost structure, which was the result of multiple acquisitions directed by the previous sponsor. The company is on track to achieve the previously announced $15 million to $25 million annual cost savings. It aims to reduce operations and maintenance expenses through re-contracting or in-source activities. In August 2018, TERPO executed an 11-year Full Service Agreement with General Electric, which will provide a project-level service agreement and replace legacy contracts, generate cost savings and improve fleet performance. The implementation of the agreement is expected to be completed in the first half of 2019. By the third quarter of 2018, TERPO also completed a corporate restructuring and headcount reduction. Brookfield's elimination of the high IDR splits (50%) could also assist TERPO's growth prospects in the intermediate and long term. Credit Metrics: Fitch expects TERPO to target a capital structure that is consistent with the common yieldco rating in the 'BB' category. Fitch estimates that TERPO's 2018 Holdco-only FFO adjusted leverage ratio will exceed 9x primarily due to acquisition-related financing at the Holdco level as well as a less than six-month of contribution from Saeta. Fitch forecasts Holdco-only FFO adjusted leverage in the high 5x range over next two to three years. TERPO's publicly stated long-term target is Net Holdco debt/CAFDS of 4.0x to 5.0x. Management's calculations do not include the management fee paid to Brookfield, which Fitch subtracts from the Holdco FFO. In addition, Fitch uses gross debt instead of net debt in its calculations. Variability of Wind Resource a Key Risk: Fitch views resource variability as a key risk factor for TERPO since renewable generation is intermittent. TERPO's generation capacity contains 63% wind and 37% solar. Solar resource availability has typically been strong and predictable in Fitch's experience while wind resources are volatile. However, the geographical diversity of TERPO's wind projects mitigates variability, and the new service agreement with GE helps improve performance. Fitch used P50 to determine its rating case production assumption as it believes asset and geographic diversity reduce the impact that a poor resource could have on the distribution from a single project. DERIVATION SUMMARY TERPO's ratings are based upon a deconsolidated approach. TERPO's subsidiaries are project subsidiaries that have been financed using non-recourse debt or with tax equity. Fitch applies the deconsolidated approach to NextEra Energy Partners (NEP, BB+/Stable) and Atlantica Yield plc (AY, BB/Stable), all of which own and operate portfolios of non-recourse projects. TERPO is similar in terms of generation capacity to NEP but is larger than AY. AY's portfolio benefits from a large proportion of solar generation assets (77% of total MWs) that exhibit less resource variability, versus NEP's 16% and TERPO's 37%. Fitch considers NEP better positioned than TERPO owing to NEP's primary presence in the U.S., stronger credit metrics and its association with NextEra Energy Inc. (A-/Stable). Similar to AY, TERPO is exposed to Spanish regulatory uncertainties. TERPO's credit metrics are weaker than those of AY, but TERPO's sponsorship from Brookfield is stronger than AY, providing stability and expertise in executing its business strategies. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: - Base case uses P50 scenario; - Annual cost savings of about $10 million in year one with about $15 million of additional savings after; - Modest inorganic growth financed primarily with project debt, cash and equity; - A modestly lower than proposed rate of return is assumed for the Spanish fleet after 2020. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - Holdco-only FFO Adjusted Leverage ratio below 5.0x on a sustainable basis; - A track record of conservative and consistent approach in executing the business plan and managing growth from a credit perspective. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - Holdco-only FFO Adjusted Leverage exceeding 6.5x on a sustainable basis; - Material underperformance in the underlying assets that lends variability or shortfall to expected project distributions; - Substantial deterioration in regulated return or regulatory construct in Spain; - Aggressive dividend growth target that is disproportionate to growth of earnings and cash flow; - Growth strategy underpinned by aggressive acquisitions and/or addition of assets in the portfolio that bear material volumetric, commodity, counterparty or interest rate risks; - Lack of access to funding that may lead TERPO to deviate from its target capital structure. LIQUIDITY TERPO has adequate liquidity. It upsized its original $450 million revolver to $600 million and extended the maturity to October 2023. As of Sept. 30, 2018, TERPO had $111 million of unrestricted corporate cash and $37 million of distributable cash at the project level. Outstanding borrowing on the revolver was approximately $482 million, part of which was used to finance the Saeta acquisition. In October 2018, TERPO terminated the $139 million credit facility at Saeta after repaying the $5.8 million outstanding balance. Fitch understands that TERPO intends to repay the revolver borrowing with project debt, restricted cash releases and cash on hand. The $500 million sponsor line for acquisitions has no balance outstanding as of Sept. 30, 2018. The primary financial covenant is a leverage ratio defined as net Holdco debt/cash flow available for debt service (CFADS). The ratio should not exceed 6.50x (ii) for 2019, 6.25x (iii) for 2020, 5.75x and (iv) for any fiscal quarter ending 2020, 5.50x. Fitch expects TERPO's ratio to be in compliance with the covenant requirement. There are no debt maturities at the holdco level until 2022 when the $350 million term loan will be due. A total of $1.5 billion senior notes will be due in 2023, 2025 and 2028 ($500 million, $300 million, $700 million respectively). TERPO's debt at the project level is largely nonrecourse. As of Sept. 30, 2018, TERPO had $2.3 billion of total recourse debt (including revolver borrowings) and $3.7 billion of nonrecourse project debt. TERPO targets an 80%-85% dividend payout ratio, which Fitch considers average among yieldcos. Growth capex and future assets acquisitions are expected to be financed primarily through project debt, cash and equity. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings with a Stable Outlook: TerraForm Power Operating, LLC -- Long-term IDR at 'BB-'; -- Term loan at 'BB+'/'RR1'; -- Senior unsecured notes at 'BB'/'RR2'. TERRANCE J. MCCLINCH: Selling East Boothbay Properties for $950K ---------------------------------------------------------------- Terrance J. McClinch asks the U.S. Bankruptcy Court for the District of Maine to authorize the sale of the real properties generally located at 5 and 11 Alley Road, East Boothbay, Maine to Thomas V. Hultin and Linda C. Hultin in accordance with the Purchase and Sale Agreement for $950,000. The Debtor owns several pieces of real property. Two of these properties are Properties, consisting of a residence and a cottage that is located adjacent to the residence. Prior to the Petition Date, the Debtor purchased the Properties and the seller of the Properties, Joseph and Madeline M. Lonski, financed $800,000 of the purchase price. The Original Sellers secured the $800,000 financing with a mortgage against the Properties. In addition to the mortgage granted to the Original Sellers, the Properties are also encumbered by a judgment lien in favor of Mid-Coast Energy Systems, which judgment lien was recorded on June 27, 2018 in the Lincoln County Registry of Deeds at Book 5272, Page 283. The Mid-Coast Judgment is in the amount of $15,532. Prior to the Petition Date, on Nov. 13, 2017, the Debtor entered into a Listing Agreement for the Properties with Legacy Properties. Under the terms of the Listing Agreement, the Broker is entitled to a commission equal to 6% of the sale price of the Properties. As of the date of the Agreement, the Properties were on the market for $995,000. On Jan. 18, 2018, the Debtor and the Buyers entered into the Agreement. The terms of the Agreement are: a. Purchase Price: The total purchase price to be paid by Buyers for the Debtor's right, title, and interest in the Properties (and certain personal property to be agreed to by the Buyers and the Debtor) is $950,000. b. Contingencies: There is no financing contingency, however, the sale is subject to certain standard due diligence conditions for a real estate transaction of this type, which conditions must be satisfied within 15 days of the effective date of the Agreement. c. Personal Property: The sale includes certain personal property to be agreed upon by the Buyer and the Debtor. The Debtor proposes to sell the Properties free and clear of all liens, claims, and encumbrances to the Buyers in accordance with the Agreement. The Debtor asks that the Court authorizes him to distribute the proceeds from the sale of the Properties upon the closing of the sale as follows (certain amounts may change premised on actual attorneys' fees and costs of parties entitled to collect such amounts from the Debtor and premised on interest charges and the date of closing (based on per diem adjustments)): (a) $785,319 to the Original Sellers (increased by a per diem interest amount of $92.40 after Feb. 14, 2019); (b) $15,532 in relation to the Mid-Coast Judgement; and (c) $57,000 to the Broker. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Terrance_McClinch_76_Sales.pdf Counsel for the Debtor: Sam Anderson, Esq. Adam Prescott, Esq. BERNSTEIN, SHUR, SAWYER & NELSON, P.A. 100 Middle Street P.O. Box 9729 Portland, Maine 04104-5029 Telephone: (207) 774-1200 Facsimile: (207) 774-1127 E-mail: sanderson@bernsteinshur.com aprescott@bernsteinshur.com Terrance J. McClinch sought Chapter 11 protection (Bankr. D. Me. Case No. 18-10568) on Sept. 27, 2018. The Debtor tapped D. Sam Anderson, Esq., at Bernstein Shur Sawyer & Nelson. THINGS REMEMBERED: David Crapo Appointed as CPO ----------------------------------------------- Andrew R. Vara, the Acting United States Trustee for Region 3, appointed David N. Crapo as the Consumer Privacy Ombudsman for Things Remembered Inc. The appointment was made following an order from the U.S. Bankruptcy Court for the District of Delaware, dated February 7, 2019, directing the U.S. Trustee to appoint a CPO for the Debtor. Mr. Crapo can be reached at: David N. Crapo, Esq. GIBBONS P.C. One Gateway Center Neward, NJ 07102-5310 About Things Remembered Founded and headquartered in Cleveland, Ohio, Things Remembered Inc. is the nation's largest and most prominent retailer of personalized gifts. Things Remembered began more than 40 years ago as a small engraving and services shop called "Can Do". It grew to more than 450 stores in 43 states and four Canadian provinces. TOWN STAR: Seeks Authority on Interim Cash Collateral Use --------------------------------------------------------- Town Star Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral on an interim basis as set in the budget. The Debtor intends to use the cash collateral solely for ordinary course operating expenses, administrative expenses of the bankruptcy case, and any expenses outside the ordinary course of business if approved by the Court. Prior to the Petition Date, the Debtor used the cash collateral for payments to vendors, including Marathon Petroleum Company LP. Marathon is the source of fuel for all of Debtor's Business Locations. Sometime in October 2014, the Debtor entered into a Business Loan Agreement, Promissory Note, Line of Credit and Commercial Security Agreement with Seacoast National Bank. Consistent with the Commercial Security Agreement, Seacoast National Bank asserts a properly created and perfected security interest in "all Inventory, Chattel Paper, Accounts, Equipment and General Intangibles and Cash Collateral…" The Debtor proposes to grant Seacoast National Bank a replacement lien on cash collateral to the same, extent, validity and priority as the Bank held prior to the Petition Date. As additional adequate protection, the Bank will receive weekly reportings consistent with the Budget. Moreover, the Debtor will operate within the Budget and will not incur expenses in any one category of greater than 10% without either the Bank's written authorization or the Court's approval. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb19-00667-12.pdf About Town Star Headquartered in Fort Myers, Florida, Town Star Holdings, LLC, owns convenience stores. Town Star filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.) 19-00667, on Jan. 25, 2019. The Petition was signed by Dor Bocian, manager. The Debtor is represented by Steven M. Berman, Esq. of Shumaker, Loop & Kendrick, LLP. At the time of filing, the Debtor had disclosed under $10 million in both assets and liabilities. TRANS WORLD SERVICES: Discloses Filing of Objection to HMAI Claim ----------------------------------------------------------------- Trans World Services, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas an amended disclosure statement in connection with its plan of reorganization. Class 6 under the plan consists of General unsecured claims that are not secured by property of the estate and are not entitled to priority under section 507(a) of the Code. The Debtor proposes to pay Class 6 claimants' 40% of each allowed claim. These claims will be paid in 54 equal monthly installments beginning 180 days after the Effective Date of Debtor's plan. The creditors here are: a. Internal Revenue Service b. Hyundai Motor America, Inc. c. Denso Products & Services Amer. Inc d. FedEx-Express 1702-5475-9 e. Genuine Parts Source The Debtor discloses it will file an objection to Claim Number 11, filed by Hyundai Motor America, Inc. in the amount of $3,644,000. A copy of the Amended Disclosure Statement is available at https://is.gd/Trndcf from Pacermonitor.com at no charge. About Trans World Services Trans World Services, Inc., is a privately owned auto parts distributor in Houston, Texas. It offers automobile parts and services to automotive manufacturers serving customers worldwide. Trans World Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32660) on May 22, 2018. In the petition signed by Mohammad H. Semana, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Eduardo V. Rodriguez presides over the case. Trans World Services hired Office of Nelson M. Jones III as its legal counsel. TRIUMPH ENERGY: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Triumph Energy I, LLC as of Feb. 8, according to a court docket. About Triumph Energy I Triumph Energy I, LLC, offers exploration and production of oil and gas. It was incorporated in 2010 and is based in Jacksonville, Florida. Triumph Energy I sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04388) on December 18, 2018. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of $1,000,001 to $10 million. The case has been assigned to Judge Jerry A. Funk. The Debtor tapped Lansing Roy, PA as its legal counsel. TRUE SECURITY: Unsecured Creditors to Get 1% of Gross Revenues -------------------------------------------------------------- True Security, Inc., filed a plan of reorganization and accompanying disclosure statement. Class 8. General Unsecured Creditors. Class 8 consists of those unsecured creditors of TSI who hold Allowed Claims. Holders of Class 8 Allowed Claims shall share on a Pro Rata basis monies deposited into the Unsecured Creditor Account, each month following the Effective Date of the Plan until Classes 4 through 7 have been paid in full, the Debtor will deposit 1% of Gross Revenue into the Unsecured Creditor Account. Upon payment of Classes 4 to 7 in full, the Debtor shall increase the monthly deposit into the Unsecured Creditor Account to 10% of Gross Income. At the end of each quarter, the balance of the account will be distributed to holders of Allowed Administrative Claims on a Pro Rata basis until such time as all holders of Allowed Administrative Claims have been paid in full. Once the holders of Allowed Administrative Claims, at the end of each calendar quarter, the balance of the account will be distributed to Class 8 claimants holding Allowed Claims on a Pro Rata basis. Colorado Dept. of Revenue, Class 2. The Class 2 Secured Claim is impaired by this Plan. The Class 2 claim shall pay $615 per month until Class 2 Secured Claim is paid in full. The Class 2 claimant will retain all liens that secure its Claim as of the Petition Date. World Global, aka Samson Advance, Class 4. The Class 4 Claim is impaired by this Plan. The Class 4 Claim shall be paid in equal monthly installments of $4,000 per month, with said payments beginning on the 10th day of the first month immediately following the Effective Date, and continue until the Allowed Class 4 Claim has been paid in full. MM Funding Group, Class 5. The Class 5 Claim is impaired by this Plan. The Class 5 Claim shall be paid in equal monthly installments of $4,000 per month, with said payments beginning on the 10th day of the first month immediately following the Effective Date, and continue until the Allowed Class 5 Claim has been paid in full. Mr. Advance, LLC, Class 6. The Class 6 Claim is impaired by this plan. The Class 6 Claim shall be paid in equal monthly installments of $4,000 per month, with said payments beginning on the 10th day of the first month immediately following the Effective Date, and continue until the Allowed Class 6 Claim has been paid in full. Global Funding Exports, LLC, Class 7. The Class 7 Claim is impaired by this Plan. The Class 7 Claim shall be paid in equal monthly installments of $5,500.00 per month, with said payments beginning on the 25th day of the first month immediately following the Effective Date. The funding for the Plan will come from the Debtor's continued operations. A full-text copy of the Disclosure Statement dated January 28, 2019, is available at: https://tinyurl.com/yc45how3 from PacerMonitor.com at no charge. About True Security True Security, Inc., provides security services in the Denver-metro area. True Security filed its voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-17887) on Sept. 7, 2018. In the petition signed by CEO Thomas Dearagonaise, the Debtor estimated $50,001 to $100,000 in assets and $100,001 to $500,000 in estimated liabilities. Aaron A. Garber, at Buechler & Garber, LLC, is the Debtor's counsel. TSC/MAYFIELD ROAD: Merritt Lending Atty to Get $150K from Proceeds ------------------------------------------------------------------ TSC/Mayfield Road, LLC, filed a second amended proposed plan of reorganization and accompanying disclosure statement to disclose the estimated amount of claims and modify the treatment of claims. Class 1 (Anne Arundel County, Maryland). The holder of the Allowed Claim in Class 1 will retain its lien on the Real Property. Within thirty (30) days after the Effective Date or upon closing of the sale of the Real Property, under the Sale Agreement, whichever is earlier, the Class 1 Allowed Claim shall be paid in full. Class 1 is not impaired under the Plan and is deemed to accept the Plan. Class 2 (Premier Bank, Inc.) The holder of the Allowed Claims in Class 2 shall retain its liens on the Real Property. The Reorganized Debtor shall market the Real Property for sale in a commercially reasonable manner. At closing on the sale of the Real Property pledged as collateral, after payment in full of the Allowed Class 1 Claim, the balance of the Allowed Class 2a Claims shall be paid in full at the applicable non-default rate. Class 2a is impaired by the Plan. Class 3 (Priority Claims). Each holder of an Allowed Class 3 Priority Claim if any, shall be paid in full upon closing of the sale of the Real Property. Class 3 is not impaired by the Plan and is deemed to accept the Plan. Class 4 (General Unsecured Claims). After all holders of Allowed Administrative Expense Claims and Allowed Class 1, 2, and 3 Claims have received payment of the full amount of such Allowed Claims as provided in the Plan, each holder of an Allowed Class 4 General Unsecured Claim shall receive a Pro Rata distribution from Available Cash until such Allowed Class 4 Claims are paid in full, together with interest at the legal rate. Class 4 is impaired by the Plan. Class 5 (Insider Claims). After all holders of Allowed Administrative Expense Claims and Allowed Class 1, 2, 3, and 4 Claims have received payment of the full amount of such Allowed Claims as provided in the Plan, including any interest payable to Class 4 claims, each holder of an Allowed Class 5 Claim shall receive a Pro Rata distribution from Available Cash until such Allowed Class 5 Claims are paid in full. As part of the distribution to holders of Class 5 Allowed Claims, upon closing of the sale of the Real Property, $150,000 of the net sale proceeds otherwise distributable to the Class 5 creditors shall be paid promptly to the attorney trust account of the law firm of Yumkas, Vidmar, Sweeney & Mulrenin, LLC, counsel for Merritt Lending, LLC, to hold for payment to Merritt Lending, LLC subject to the terms and conditions of the Forbearance Agreement between Merritt Lending, LLC and S. Bruce Jaffe AND $ 278,320.09 as of December 31, 2018, of the net sale proceeds (after payment to Merritt Lending). The Plan shall be funded by Available Cash from the sale of the Real Property to Purchaser or Purchasers. Purchaser means May Riegler Properties, LLC, substitute buyer for DVR, LLC or its assigns. DVR, LLC is the Buyer under the Purchase and Sale Agreement dated October 9, 2018 for the sale of the Real Property, approved by the Court on November 19, 2018. In the event that Purchaser were to fail to close, such other purchaser under any future contract for the sale of the Real Property. A full-text copy of the Second Amended Disclosure Statement dated January 24, 2019, is available at https://tinyurl.com/ybp7lwo9 from PacerMonitor.com at no charge. About TSC/Mayfield Road TSC/Mayfield, LLC, is a privately held company in Columbia, Maryland, engaged in activities related to real estate. The company is the fee simple owner of five real properties in Odenton, Maryland having an aggregate value of $3.54 million. TSC/Mayfield filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-13611) on March 19, 2018. In the petition signed by Bruce S. Jaffe, manager, the Debtor disclosed $3.54 million in total assets and $2.78 million in total liabilities. David W. Cohen, Esq., at the Law Office of David W. Cohen, is the Debtor's counsel. TSS ATLANTA: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee on Feb. 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of TSS - Atlanta Inc. About TSS - Atlanta Inc. TSS - Atlanta Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 19-00204) on January 10, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Helen E. Burris. The Debtor tapped The Cooper Law Firm as its legal counsel. U & J CAFE: Feb. 28 Plan Confirmation Hearing --------------------------------------------- The Disclosure Statement explaining the plan of reorganization of U & J Cafe, LLC, dba Mortar & Pestle, dba Mortar & Pestle Cafe, is conditionally approved. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on February 28, 2019 at 1:30 p.m., in Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue, Tampa, FL. Any written objections to the Disclosure Statement must be filed no later than six days prior to the date of the hearing on confirmation. Objections to confirmation must be filed no later than six days before the date of the Confirmation Hearing. Parties in interest must submit written ballot accepting or rejecting the Plan no later than seven days before the date of the Confirmation Hearing. Each Holder of an Allowed Unsecured Claim will receive, on account of such Allowed Claim, a Pro Rata Distribution of Cash from the Plan Trust. To the extent the Holder of an Allowed General Unsecured Claim receives less than full payment on account of such Claim, the Holder of such Claim may be entitled to assert a bad debt deduction or worthless security deduction with respect to such Allowed Unsecured Claim. Each Allowed Secured Claim, at the election of the Debtor, may (i) remain secured by a Lien in property of the Debtor retained by such Holder, (ii) paid in full in cash (including allowable interest) over time or through a refinancing or a sale of the respective Asset securing such Allowed Secured Claim, (iii) offset against, and to the extent of, the Debtor's claims against the Holder, or (iv) otherwise rendered unimpaired as provided under the Bankruptcy Code. To the extent that the Holder of an Allowed Priority Claim receives a Distribution under the Plan, such Holder should recognize such Distribution as ordinary income and submit the appropriate withholdings based on that Holder’s particular circumstances. The Disbursing Agent shall make any appropriate withholdings from such Distributions. The Debtor's Plan will be funded by the current and future income generated by its regular operations and the contributions of its principal, Dr. Victor Cruz. A full-text copy of the Disclosure Statement dated January 24, 2019, is available at https://tinyurl.com/ycy29agf from PacerMonitor.com at no charge. Based in Tampa, Florida, U & J Cafe, LLC, dba Mortar & Pestle, dba Mortar & Pestle Cafe, a restaurant operator, filed a voluntary Chapter 11 Petition (Bankr. M.D. Fla. Case No. 18-04940) on June 14, 2018. It is an affiliate of U & J Realty, LLC, which sought bankruptcy protection on June 1, 2018 (Bankr. M.D. Fla. Case No. 18-04591). The Debtor is represented by Buddy D Ford, Esq., at Buddy D. Ford, P.A., in Tampa, Florida. At the time of filing, the Debtor had total assets of $119,910 and total liabilities of $2.06 million. The petition was signed by Ujwal Patel, manager. U REST: Authority to Use Cash Collateral Extended Until March 24 ---------------------------------------------------------------- The Hon. Peter G. Cary of the U.S. Bankruptcy Court for the District of Maine has extended U Rest, LLC's authority to use cash collateral as set forth in the first final cash collateral Order from Feb. 1, 2019 through March 24, 2019 and in accordance with and to the extent set forth in the Cash Plan. The payments in the amount of $5,300 set forth in the Cash Plans will be paid on or before each of Feb. 28, 2019, and March 24, 2019, respectively, towards the Debtor's 2019 property taxes, and such payment will be made either to the Town of Houlton or to an interest bearing account so designated and agreed to by the Debtor and TD Bank in writing. In the event that the Debtor elects to place such funds into an account with TD Bank, such account will be a new blocked business savings account or money market account. TD Bank will be authorized to place a hold on such account and the funds therein will not be disbursed except to the Town of Houlton for property taxes or as otherwise provided by Order of this Court or agreed to by the Debtor and TD. In the event of a sale of all or substantially all of the hotel facility giving rise to the property tax liability, the deposited funds will be immediately released to the Debtor provided that the property tax and TD Bank obligations are paid in full at closing. A copy of the Order is available at: http://bankrupt.com/misc/meb18-10504-125.pdf About U Rest U Rest, LLC, operates a hotel business located at 241 North Street, Houlton, Maine, under the name Ivey's Motor Lodge, and a restaurant business at the same address under the name O'Kelly's Irish Pub. U Rest sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 18-10504) on Aug. 28, 2018. In the petition signed by Richard A. Kelley, president, the Debtor disclosed $2,803,292 in assets and $2,401,126 in liabilities as of Aug. 24, 2018. Judge Peter G. Cary oversees the case. Bernstein, Shur, Sawyer & Nelson, P.A., is the Debtor's counsel. UNIVAR INC: S&P Hikes ICR to 'BB' on Improvement in Credit Metrics ------------------------------------------------------------------ Univar Inc. is issuing a EUR675 million senior secured term loan through subsidiary Univar USA Inc., which, along with an equity issuance and draws on the company's revolving credit facilities, will fund the $2 billion acquisition of Nexeo Solutions LLC. S&P Global Ratings on Feb. 11 raised its issuer credit rating on Univar to 'BB' from 'BB-' and raised all issue-level ratings by one notch as well. The recovery ratings on the company's debt remain unchanged. S&P assigned its 'BB+' issue-level and '2' recovery ratings to the proposed senior secured term loan. The upgrade reflects Univar Inc.'s continued improvement in EBITDA margins, driven by a combination of pricing initiatives, enriched product mix, and cost reduction efforts. The company's stronger operating results have improved credit measures, with funds from operations (FFO) to debt of 16% for the 12-month period ended September 2018, compared to 12% for the same period last year. "We believe that the $2 billion acquisition of Nexeo Solutions LLC, and subsequent planned divestiture of its plastics segment, will be roughly leverage neutral. Univar will be raising equity to partly fund the acquisition and has publicly stated that it will use the proceeds (net proceeds expected to be at least $615 million) from the divestiture to reduce debt," S&P said. "Due to the timing of the transactions, with the Nexeo acquisition expected to close in the first quarter and the divestiture expected to close a few months after, debt leverage may appear high for that time, but on a pro forma basis we expect credit measures will remain appropriate for the rating, with FFO to debt in the 12%-20% range," S&P said. "We expect the company's financial policies will still support improving credit quality and assume it will use free cash flow generated in 2019 and 2020 for a mix of bolt-on acquisitions and debt reduction." The stable outlook reflects the company's recent announcement that it has signed an agreement to divest Nexeo's plastics business to One Rock Capital Partners for net proceeds of approximately $615 million. S&P believes most of the proceeds will be used to reduce debt, which helped fund the acquisition (along with new equity raised). S&P believes the divestiture of this lower-margin business (reported gross margins for Nexeo's chemicals business were about 13% compared to about 9% for plastics for the nine-month period ended September 2018) aligns with Univar's objectives to continue improving its margin. S&P believes that volumes will grow in the low- to mid-single-digit percent area given its expectations for global GDP and industrial production growth and continued outsourcing to chemical distributors. S&P's base case assumes the company will continue to generate moderately positive free cash flow, which S&P expects it to prioritize toward bolt-on acquisitions and debt reduction. At the current rating, S&P would expect Univar to maintain weighted average pro forma FFO to debt in the 12%-20% range. "We could consider a lower rating within the next 12 months if industrial production or GDP growth stalls and pressures the company's volumes. If this were to occur, adjusted EBITDA margins could decline by more than 100 basis points, leading to a deterioration in weighted average FFO to debt approaching 12%," S&P said. "We could also lower the rating if the company encountered significant difficulties integrating the acquisition, which is the largest in Univar's history. Lastly, we could consider a negative rating action if, against our expectations, unexpected cash outlays or more aggressive financial policies significantly reduce the company's liquidity or strain its financial profile," S&P said. S&P could consider raising the rating within the next year if the company generated significantly higher-than-expected EBITDA as part of its revamped pricing strategy, faster-than-expected outsourcing to distributors, or a greater-than-expected synergy capture from the Nexeo acquisition. In such scenarios, S&P said it would expect EBITDA margins at least 100 basis points stronger than its current expectations, coupled with moderately higher revenue growth. To consider an upgrade, S&P said it would expect the company's financial policies to support maintaining weighted average FFO to debt in the 20%-30% range. WEST VILLAGE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of West Village Holdings, LLC as of Feb. 7, according to a court docket. About West Village Holdings West Village Holdings, LLC, is a real estate lessor whose principal assets are located at 7335 Old National Highway, Riverdale, Georgia and 0 Jonesboro Road, Riverdale, Georgia, with a comparable sale value of $3.30 million. West Village Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-50013) on Jan. 1, 2019. At the time of the filing, the Debtor disclosed $3,309,900 in assets and $228,500 in liabilities. Wiggam & Geer, LLC, is the Debtor's counsel. WESTERN COMMUNICATIONS: Feb. 26 Final Cash Collateral Hearing ------------------------------------------------------------- Western Communications, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Oregon to use the cash collateral of Sandton Credit Solutions Master Fund III, LP. The final hearing on the Cash Collateral Motion will be held on Feb. 26, 2019 at 1:30 p.m. The Debtor intends to use cash collateral to preserve and maintain the assets of the bankruptcy estate and to preserve the value of Debtor as a going concern. Sandton claims a security interest in substantially all of Debtor's personal property and in certain real property of Debtor. To provide adequate protection for the use by Debtor of Sandton's cash collateral, the Debtor proposes to grant Sandton a replacement security interest in and lien upon Debtor's assets generated or acquired from and after the Petition Date of the same category, kind, character, and description as were subject to Sandton's lien on the Petition Date. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/orb19-30223-40.pdf About Western Communications Western Communications, Inc., is a small market newspaper, niche publishing, printing, and digital media company with publications spread throughout Oregon (six publications) and California (two publications). It is headquartered in Bend, Oregon. Western Communications previously sought bankruptcy protection on Aug. 23, 2011 (Bank. D. Oregon Case No. 11-37319). Western Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22, 2019. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Trish M. Brown. Tonkon Torp LLP is the Debtor's counsel. WESTERN COMMUNICATIONS: Gets OK on Interim Use of Cash Collateral ----------------------------------------------------------------- The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the District of Oregon authorized Western Communications, Inc. to use the cash collateral in which Sandton Credit Solutions Master Fund III, LP claims a security interest in accordance with the terms of the Interim Order. A continued hearing on Debtor's Motion for Authority to Use Cash Collateral will be held on Feb. 26, 2019 at 1:30 p.m. The Debtor is authorized to use cash collateral to pay costs and expenses incurred by Debtor in the ordinary course of its business, consistent with the Budget. The Debtor's authority to use cash collateral is limited to the amounts set forth in the Budget. However, the Debtor may make expenditures in excess of said sums in the Budget so long as any variance shall not exceed 8% of the cumulative expenses as set forth in the Budget, tested on a monthly basis. The Debtor's authority to use cash collateral will automatically expire upon the earlier of (a) Feb. 28, 2019, or (b) regardless of whether Debtor has expended the entire amount set forth in the Budget, the failure by Debtor to comply with any provision of the Interim Order. As adequate protection for any cash collateral used by Debtor: (a) Sandton is granted a perfected replacement lien to secure an amount of Sandton's prepetition claims equal to the extent of any diminution in value of Sandton's collateral by reason of the use of cash collateral. The Replacement Lien will attach to all property and assets of Debtor and its estate, of any kind or nature whatsoever, whether now owned or hereinafter acquired by Debtor, and all products, proceeds, rents, issues, or profits thereof that were either subject to Sandton's security interests or liens as of the Petition Date or acquired as a result of Debtor's use and/or expenditure of Cash Collateral. The Replacement Lien will be in addition to all other security interests and liens securing Sandton's allowed secured claim in existence on the Petition Date. (b) The Replacement Lien will at all times be senior to the rights of Debtor and any successor trustee or estate representative in this case or any subsequent cases or proceedings under the Bankruptcy Code. To the extent the Replacement Lien proves to be inadequate as adequate protection for the Diminution, as further partial adequate protection Sandton will and hereby does hold allowed administrative claims under Section 503(b) of the Bankruptcy Code, which claims will have priority over, and be senior to, all other administrative claims against Debtor pursuant to Section 507(b) of the Bankruptcy Code. (c) The Debtor will at all times keep the Prepetition Collateral and the properties to which the Replacement Lien attaches free and clear of all other liens, encumbrances, and security interests, other than those in existence on the Petition Date, and will pay and discharge when due all taxes, levies, and other charges arising or accruing from and after the Petition Date. (d) The Debtor will at all times maintain the Prepetition Collateral and cause to be maintained policies of insurance providing adequate coverage for the Prepetition Collateral for all property and casualty risks. (e) The Debtor will allow Sandton access during normal business hours to its collateral for the purpose of inspecting or appraising such collateral. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/orb19-30223-29.pdf About Western Communications Western Communications, Inc., is a small market newspaper, niche publishing, printing, and digital media company with publications spread throughout Oregon (six publications) and California (two publications). It is headquartered in Bend, Oregon. Western Communications previously sought bankruptcy protection on Aug. 23, 2011 (Bank. D. Oregon Case No. 11-37319). Western Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22, 2019. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Trish M. Brown. Tonkon Torp LLP is the Debtor's counsel. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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 2019. 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 ***