/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190228.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, February 28, 2019, Vol. 23, No. 58 Headlines 1141 REALTY: To Sell Property if Exit Facility Won't Close by May15 3600 ASHE: Has Authority to Use Cash Collateral Until April 15 AIR LEASE: S&P Rates Proposed Series A Preference Shares 'BB+' ALL STOP VENDING: U.S. Trustee Unable to Appoint Committee AMERICAN MIDSTREAM: Moody's Cuts CFR to B3, Outlook Negative ATHABASCA OIL: S&P Lowers Long-Term ICR to 'CCC+', Outlook Stable BLESSED2BLESS LLC: Unsecureds to Get Full from Sale Proceeds BLUE DIAMOND: U.S. Trustee Objects to Disclosure Statement BLUE DIAMOND: United Bank Objects to Disclosure Statement BLUE DIAMOND: West Va. Lottery Objects to Disclosure Statement CARLOS MIGUELS: Seeks Authority on Continued Cash Collateral Use CARTHAGE SPECIALTY: Seeks to Extend Exclusivity Period to May 24 CENTRO GROUP: Seeks to Extend Exclusivity Period by 90 Days CHARLOTTE RUSSE: Hires Donlin Recano as Administrative Advisor CHARLOTTE RUSSE: Hires Malfitano as Asset Disposition Consultant CHARLOTTE RUSSE: Hires Mr. Cashman of Berkeley Research as CRO CHARLOTTE RUSSE: Seeks to Hire Bayard as Co-Counsel CHESTNUT INVESTMENTS: Voluntary Chapter 11 Case Summary CLEARWATER TRANSPORTATION: May Use Cash Collateral on Interim Basis CONFLUENCE ENERGY: Continued Cash Collateral Use Okayed CREW ENERGY: S&P Cuts Long-Term ICR to 'B-', Outlook Stable CYTOVIA INC: Case Summary & 11 Unsecured Creditors DAYMARK REALTY: Court Denies Motion for Combined Plan Hearing EQUINOX HOLDINGS: Moody's Rates Proposed $200MM Term Loan 'B1' EQUINOX HOLDINGS: S&P Rates New $200MM Term Loan Due 2026 'B+' ESREY RESOURCES: Unable to File Financial Statements on March 1 EXPRESSWAY DELIVERIES: Delays Plan to Finalize Asset Valuation FOX PROPERTY HOLDINGS: Wants to Move Exclusivity Period to June 17 FRANK INVESTMENTS: Third Interim Cash Collateral Order Entered GYMBOREE GROUP: Committee Hires Pachulski Stang as Counsel HOUSTON TRANSPORTATION: U.S. Trustee Unable to Appoint Committee HY-TECH PLUMBING: Hires Cooper & Scully as Bankruptcy Counsel I GOTCHA INC: Hires Camacho Law Firm as Special Counsel INDUSTRIAL LAB: U.S. Trustee Unable to Appoint Committee INTEGRATED DYNAMIC: Hires FisherBroyles as Special Counsel JONES LEASE PROPERTIES: U.S. Trustee Unable to Appoint Committee KENNY STRANGE: U.S. Trustee Unable to Appoint Committee KING'S PEAK ENERGY: Seeks OK on Agreed 16th Cash Collateral Use KPH CONSTRUCTION: Seeks to Hire DeMarb Brophy as Counsel LAKOTA INC: May Use Cash Collateral on Interim Basis Until March 1 LAKOTA INC: Seeks to Hire Cozen O'Connor as Counsel LE-MAR HOLDINGS: 14th Interim Cash Collateral Order Entered LUMIERE GROUP: Seeks to Hire Blanchard Law as Attorney LUXE STUDIO: Seeks to Hire Jeffrey M. Sherman as New Counsel MAINE TEXTILES: Hires Marcus Clegg as Bankruptcy Counsel MAJOR EVENTS: Files Corrected Version of Disclosure Statement MARITECH ATM: Involuntary Chapter 11 Case Summary MAYFLOWER COMMUNITIES: Hires Cushman as Real Estate Broker MAYFLOWER COMMUNITIES: Hires Larx Advisors as Financial Advisor MIKE TAMANA: Seeks Authority to Use Cash Collateral, Obtain Loan MILFORD REGIONAL: S&P Cuts Bond Ratings to BB+, Outlook Stable MOOG INC: Moody's Affirms 'Ba2' CFR & 'Ba3' Sr. Unsecured Rating MULTI-COLOR CORP: Moody's Reviews Ba3 CFR for Downgrade NEIGHBORS LEGACY: Modifies Treatment of Other Secured Claims NEW FORTRESS: S&P Assigns 'B' Long-Term ICR, Outlook Stable OUTERSTUFF LLC: S&P Cuts ICR to B-, Rating on CreditWatch Negative PARIS MANAGEMENT: Unsecured Creditor to Get $2,500 Under Plan PERFECT BROW ART: Committee Hires Sugar Felsenthal as Counsel PHOEBEN INC: Case Summary & 20 Largest Unsecured Creditors PROHEALTH RURAL HEALTH: Seeks Authorization on Cash Collateral Use PUERTO RICO HOSPITAL: Case Summary & 20 Top Unsecured Creditors QBS PARENT: Moody's Affirms 'B3' CFR Amid Acquisition Announcement QUALITY PLYWOOD: U.S. Trustee Unable to Appoint Committee REDIGI INC: Unsecured Creditors to Get 17%-58% Under Amended Plan RICHLAND FARMS: Seeks Access to Cash Collateral Until March 12 SCG MADILL: May Use Cash Collateral Until Appointment of Receiver SHELLEY RIYA: U.S. Trustee Unable to Appoint Committee SHEPPARD AND SON: April 23 Hearing on Bid to Prohibit Cash Use SMM INC: Authorized to Sell Properties to Satisfy Creditors' Liens SOUTH CENTRAL: U.S. Trustee Unable to Appoint Committee ST. JOHN PENTECOSTAL: Seeks Access to AJ Partners Cash Collateral SUNGARD AVAILABILITY: Moody's Cuts CFR to 'Caa1', Outlook Negative TERRA-GEN FINANCE: S&P Lowers ICR to 'B-', Outlook Negative VALLEY TIMBER: Case Summary & 20 Largest Unsecured Creditors VESTA ENERGY: S&P Alters Outlook to Negative, Affirms 'B-' ICR VISHAY INTERTECHNOLOGY: Moody's Affirms Ba3 CFR, Outlook Stable WINDSTREAM HOLDINGS: S&P Lowers ICR to 'D' on Chapter 11 Filing WINDSTREAM SERVICES: Moody's Lowers PDR to D-PD on Bankr. Filing [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1141 REALTY: To Sell Property if Exit Facility Won't Close by May15 ------------------------------------------------------------------- 1141 Realty Owner LLC and Flatironhotel Operations LLC, filed a first amended plan of reorganization and accompanying disclosure statement to modify the treatment of certain classes of claims in the event the exit facility does not close on or before May 15, 2019. Class 5 - General Unsecured Claims Approximately $2,073,722 are unimpaired. Class 5 Claims are comprised of the Allowed Claims of General Unsecured Creditors. Each holder of an Allowed General Unsecured Claim shall receive payment in full on account of such claim on the Effective Date from the Effective Date Payment. Class 2 - Premier Secured Claim Approximately $1,166,177 are impaired. In the event that the Exit Facility closes on or before May 15, 2019, or if Premier elects to contribute sufficient Premier Funds to pay Class 3 claims in full, the Premier Claim shall be deemed satisfied upon the Effective Date of the Plan with no amounts remaining due by the Debtors to Premier. In the event that the Exit Facility does not close on or before May 15, 2019 and the Debtors sell their real property, the Premier Claim shall be paid in full from the proceeds of the sale of the Debtors' real property. The payments under the Plan will be made from the (a) Exit Facility, and (b) the Premier Funds. A full-text copy of the Disclosure Statement dated February 20, 2019, is available at: http://bankrupt.com/misc/nysb19-1812341smb-118.pdf About 1141 Realty Owner 1141 Realty Owner LLC is the fee owner of the Flatiron Hotel, a 62-room boutique hotel located at 9 West 26th Street a/k/a 1141 Broadway in New York, New York. Affiliate Flatironhotel Operating LLC owns the liquor licenses for the restaurant facilities within the hotel. 1141 Realty Owner LLC and Flatironhotel Operating LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 18-12341) on July 31, 2018. In the petitions signed by Jagdish Vaswani, managing member, 1141 Realty Owner estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Flatironhotel estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Stuart M. Bernstein is the case judge. The Debtors tapped Klestadt Winters Jureller Southard & Stevens, LLP as their legal counsel; CR3 Partners, LLC, as crisis management services provider; Verdolino & Lowey, P.C. as their accountant; and Omni Management Group, Inc. as the administrative agent and claims and noticing agent. 3600 ASHE: Has Authority to Use Cash Collateral Until April 15 -------------------------------------------------------------- The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California authorized 3600 Ashe, LLC's use of cash collateral through and including, April 15, 2019, in accordance with the Budget, subject to a 15.0% variance. The Debtor is required to file a plan and disclosure statement no later than April 15, 2019. The Debtor proposes providing the following adequate protection to the Lenders: (1) replacement liens (a) to the same extent, validity, and priority as their respective prepetition liens, (b) to the extent of any diminution in value of their respective interests in the Debtor Units and (c) to the extent of the Debtor's use of their respective Cash Collateral, in the Debtor's assets, including after-acquired property of any nature whatsoever, except for any avoidance actions and the proceeds or recovery thereof, and (2) monthly payments (but only to certain Lenders): (a) V.I.P. Trust Deed Company, as servicing agent for the various individuals and entities listed on the Lenders Schedule, will receive a monthly payment in the amount of $475 on account of each of the 15 first-priority liens encumbering a single, separate Debtor Unit, as identified in the Lenders Schedule (i.e., a total of $7,125 each month), and (2) Interstate 2010-1 Fund LLC will receive a monthly payment in the amount of $500 on account of each of the three second-priority, crosscollateralized liens encumbering a separate set of the Debtor Units, as identified in the Lenders Schedule (i.e., a total of $1,500 each month). The Adequate Protection Payments will be due on the following dates: (1) the date that is three business days following entry of this order, (2) March 10, 2019, and (3) April 10, 2019. A copy of the Order is available at http://bankrupt.com/misc/cacb17-25614-229.pdf About 3600 Ashe LLC 3600 Ashe, LLC, based in Glendale, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-25614) on Dec. 26, 2017. In the petition signed by Stephen Hall, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Deborah J. Saltzman presides over the case. Dean G. Rallis Jr., Esq., at Anglin Flewelling Rasmussen Campbell & Trytten LLP, serves as bankruptcy counsel to the Debtor; and DTLA Real Estate, Inc., as its real estate broker. AIR LEASE: S&P Rates Proposed Series A Preference Shares 'BB+' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to Los Angeles-based aircraft lessor Air Lease Corp.'s proposed series A fixed-to-floating rate noncumulative perpetual preference shares (final amount to be determined upon close). The preferred shares will rank senior to the company's common stock and S&P will treat them as 50% equity and 50% debt when calculating its financial ratios. The issue-level rating also reflects the preferred shares' subordination to the company's other debt instruments. Air Lease will use the proceeds from this issuance for general corporate purposes, including to acquire aircraft and repay debt. S&P's 'BBB' issuer credit rating on Air Lease reflects the company's position as a midsize--albeit rapidly growing--provider of aircraft operating leases, its young and diverse aircraft fleet, and its relatively low debt leverage for an aircraft lessor. The inherent cyclicality of aircraft lease rates and the often weak credit quality of the company's airline customers partly offset these strengths. RATINGS LIST Air Lease Corp. Issuer Credit Rating BBB/Stable/-- New Rating Air Lease Corp. Preferred Stock Series A Preference Shares BB+ ALL STOP VENDING: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of All Stop Vending, LLC as of Feb. 25, according to a court docket. About All Stop Vending All Stop Vending, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10687) on Jan. 17, 2019. At the time of the filing, the Debtor had estimated assets of less than $100,000 and liabilities of less than $1 million. The case has been assigned to Judge Robert A. Mark. Sue Lasky P.A. is the Debtor's legal counsel. AMERICAN MIDSTREAM: Moody's Cuts CFR to B3, Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded American Midstream Partners, LP's (AMID) Corporate Family Rating (CFR) to B3 from B2, its Probability of Default Rating (PDR) to B3-PD from B2-PD, its senior unsecured notes rating to Caa2 from Caa1, and its Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. The outlook remains negative. The downgrade reflects AMID's weak liquidity, high leverage, and execution risks on growth and divestiture strategies as the partnership repositions its asset base. The negative outlook reflects liquidity pressures and refinancing risks in the context of a highly levered balance sheet with AMID's revolver (unrated) expiring in September 2019, limited room for extension given the December 2021 bond maturity, and resulting constraints on financial flexibility. Despite the potential for near-term leverage reduction as the partnership pursues asset sales, tempering the rating are organic growth constraints and risks of re-leveraging as the partnership reinvests in its business or makes acquisitions to grow EBITDA and distributable cash flow. Downgrades: Issuer: American Midstream Partners, LP - Probability of Default Rating, Downgraded to B3-PD from B2-PD - Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 - Corporate Family Rating, Downgraded to B3 from B2 - Gtd Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: American Midstream Partners, LP - Outlook, Remains Negative RATINGS RATIONALE AMID's B3 CFR reflects high leverage, small scale, geographic concentration, and liquidity pressures. As of September 30, 2018, debt/EBITDA measured about 6.6x (including Moody's standard adjustments). With net property, plant and equipment measuring roughly $1 billion, the partnership is small in the midstream sector. Relative to much larger midstream businesses with greater financial resources, AMID is more susceptible to cyclical downturns and financial market disruptions, has more limited liquidity, and also has less access to capital markets which are an important source of funding, particularly once the partnership is able to reestablish distributions (which cannot currently be paid due to restrictions under the revolving credit facility). The partnership is attempting to become self-funding though there are considerable execution risks and challenges as it seeks to sell meaningful amounts of assets while at the same time reinvesting in growth projects. The CFR also considers an asset base that provides midstream infrastructure important to linking supply and demand and benefits from ArcLight Capital Partners, LLC (ArcLight Capital). The partnership garners support from fee-based and fixed margin contracts though volume risks remain. Such contracts typically protect the partnership's cash flow from commodity price volatility. The partnership is an integrated provider of offshore infrastructure (roughly two-thirds of pro forma segment gross margin), particularly in the deep-water Gulf of Mexico, but it also has assets in the Permian, the Eagle Ford, East Texas, and the Bakken. While meaningful exposure to the Gulf region results in geographic concentration, the partnership benefits from demand growth in the area including that attributable to LNG exports and petrochemical capacity. AMID also benefits from a supportive equity sponsor, ArcLight Capital, which has historically invested additional capital and has submitted an offer to acquire all other common units, albeit a non-binding offer. The SGL-4 liquidity rating reflects weak liquidity with a heavily used revolver expiring in September 2019 and limited cushion under financial covenants notwithstanding loosening of levels twice during 2018. Liquidity benefits from AMID's 75% reduction in its distribution in 2018 and moreover, due to amendments to the revolver in late December 2018, AMID cannot pay cash distributions until leverage is less than 5x (as defined in the credit agreement). The $425 million of 8.5% senior unsecured notes due December 2021 are rated Caa2, two notches below the CFR. The notching reflects the effectively junior ranking of the notes with respect to the assets securing the revolver at American Midstream, LLC (a subsidiary of AMID and a guarantor of AMID's senior notes). Certain subsidiaries of the partnership have non-recourse debt comprised of $88 million of senior secured notes. Factors that could lead to a downgrade include an inability to refinance its debt, further deterioration of liquidity, debt/EBITDA remaining above 6x, EBITDA/interest approaching 1.5x, or weakness in distribution coverage (once reinitiated). Factors that could lead to an upgrade include successful execution on capital allocation strategies to reduce leverage while self-funding growth projects, debt/EBITDA sustained below 5x, EBITDA/interest moving toward 3x, and adequate liquidity. The principal methodology used in these ratings was Midstream Energy published in December 2018. AMID, headquartered in Houston, Texas, is a publicly traded master limited partnership that owns a portfolio of midstream assets on the Gulf Coast, the Gulf of Mexico, and the Southeast United States. Revenue for the twelve months ended September 30, 2018 was $791 million. ATHABASCA OIL: S&P Lowers Long-Term ICR to 'CCC+', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Calgary, Alta.-based Athabasca Oil Corp. (AOC) to 'CCC+' from 'B-'. S&P also lowered its issue-level rating on AOC's senior secured debt to 'B' from 'B+'. S&P's '1' recovery rating on the debt is unchanged. "The downgrade reflects our opinion that AOC's capital structure has deteriorated to a level we now view as unsustainable in the reduced Canadian hydrocarbon price environment we expect to persist through 2019-2021. Our updated base-case scenario for AOC reflects weaker-than-expected financial performance and cash flows," S&P said. S&P said sees the sale of AOC's Leismer midstream assets to Enbridge Inc. for C$265 million (closed Jan. 15, 2019) as an important source of cash to finance the company's capital spending plan during the next 12 months. AOC's need to monetize its assets to support upcoming funding requirements contributes to S&P's view of the company's capital structure as unsustainable. "Considering its upcoming development capital funding in place, we believe the company will be able to achieve its production targets," S&P said. S&P said it is forecasting average daily production of 37,500-40,000 barrels of oil equivalent (boe) per day in 2019 (88% liquids), which together with AOC's high unit cost profile and capital expenditures of C$95 million-C$110 million should result in free operating cash flow close to break-even during the next 12 months. The stable outlook reflects S&P's view that AOC's cash on hand and availability under the credit facility provide a cushion to absorb unanticipated negative events over the next 12 months without facing a liquidity or payment crisis. "We could lower the ratings if the company depletes its cash resources at an accelerated pace, thereby weakening its liquidity position. In our opinion, this would compromise the company's ability to fund its capital spending and financing obligations," S&P said. S&P said it would raise the rating if the company improves and sustains its cash flow metrics, with a two-year, weighted-average FFO-to-debt ratio consistently above 12%, which AOC could achieve through higher production or realized prices or enhancements to its cost profile. BLESSED2BLESS LLC: Unsecureds to Get Full from Sale Proceeds ------------------------------------------------------------ Blessed2Bless, LLC, filed a small business chapter 11 plan and accompanying disclosure statement disclosing that classes of general unsecured claims are unimpaired and will be paid in full Paid in full upon sale of real property. Payments and distributions under the Plan will be funded by sale of the real property located at 9301 Sturgis Street, Norfolk, Virginia. A full-text copy of the Disclosure Statement dated February 19, 2019, is available at https://tinyurl.com/y2vxyexh from PacerMonitor.com at no charge. Blessed2Bless LLC Blessed2Bless LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-73285) on Sept. 19, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Stephen C. St. John presides over the case. BLUE DIAMOND: U.S. Trustee Objects to Disclosure Statement ---------------------------------------------------------- The Acting United States Trustee, John P. Fitzgerald, III, objects to the Disclosure Statement filed by Blue Diamond LLC, for the following reasons: The Trustee points out that on page 4 of the Disclosure Statement, the debtor discloses that in 2011 it made a successful bid with the West Virginia Lottery Commission for licenses that authorized the debtor to supply Video Lottery Terminals to certain establishments. The Trustee further points out that despite several inquiries of the United States Trustee as to what the likelihood is that the debtor would have another successful bid for the license in 2021, the debtor has failed to respond. According to the Trustee, beginning on page 8 of the Statement, the debtor starts discussions about the payment of secured debts, taxes, etc. The Trustee complains that the Statement fails to acknowledge that the debtor is delinquent in the payment of quarterly fees to the United States Trustee in the amount of $19,714.24 and is accruing interest. The Trustee asserts that in Section VI, page 11, the debtor states that additional monthly revenue from rental income is expected to approximate $16,000. According to the Trustee, there does not appear to be rental income of $16,000 being reported currently in the debtor's Monthly Operating Reports. The Trustee complains in its December 2018 Monthly Operating Report the debtor claims depreciation of $117,000. According to the debtor has never claimed this depreciation in the past. About Blue Diamond Blue Diamond LLC, based in Martinsburg, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In the petition signed by James Hutzler, Jr., member/manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Patrick M. Flatley presides over the case. Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as bankruptcy counsel to the Debtor. William C. Brewer, Esq., at Brewer & Giggenbach, PLLC, is the Debtor's special counsel. BLUE DIAMOND: United Bank Objects to Disclosure Statement --------------------------------------------------------- Secured creditor United Bank, a Virginia banking corporation, files its objection to the proposed Disclosure Statement filed by Blue Diamond LLC. According to the Creditor, the Debtor proposes to make monthly payments in the amount of $1,600.00 to Jefferson Security Bank but provides no additional information regarding the debt in the Disclosure Statement. The Creditor points out that the Debtor addresses monthly payments to three (3) purchase money secured creditors -- Firestone Financial, LLC; Bally Gaming, Inc., and Grand Vision Gaming, LLC. The Creditor further points out that the Debtor states that the monthly payments are approximately $11,000.00 per month, however, the Debtor states that these payments will be approximately $13,000.00 per month. The Creditor asserts that the Disclosure Statement attempts to address how payments will be adjusted and reapportioned as debt is satisfied, the Creditor complains that the Disclosure Statement does not clearly and explicitly state which monthly payments are to be made for the life of the Plan. According to the Creditor on February 19, 2019, the Lottery Commission filed an Objection to the Disclosure Statement, stating the Debtor owes the Lottery Commission the sum of $611,724. The Creditor complains that the Disclosure Statement fails to provide a means for satisfaction of the Lottery Commission???s claim. United Bank is represented by: Kenneth J. Barton, Jr., Esq. Kelsey Swaim Miller, Esq. STEPTOE & JOHNSON PLLC 1250 Edwin Miller Boulevard, Suite 300 Martinsburg, WV 25404 Tel: (304) 262-3530 Fax: (304) 262-3541 Email: kenneth.barton@steptoe-johnson.com kelsey.miller@steptoe-johnson.com About Blue Diamond Blue Diamond LLC, based in Martinsburg, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In the petition signed by James Hutzler, Jr., member/manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Patrick M. Flatley presides over the case. Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as bankruptcy counsel to the Debtor. William C. Brewer, Esq., at Brewer & Giggenbach, PLLC, is the Debtor's special counsel. BLUE DIAMOND: West Va. Lottery Objects to Disclosure Statement -------------------------------------------------------------- West Virginia Lottery Commission objects to the approval of Blue Diamond LLC's Disclosure Statement and accompanying Plan of Reorganization. The Lottery Commission points out that the officers and directors of Blue Diamond may be held personally liable for failure to preserve trust funds on behalf of the State of West Virginia. Lottery Commission further points out that the Section 5.2 of the Plan seeks to permanently enjoin the Lottery Commission from recovering from certain individuals, which violates the West Virginia Code. According to the Lottery Commission Blue Diamond's failure and apparent inability to remit trust fund balances, as required by law, suggests that this plan is not feasible. Lottery Commission complains that the Plan's setoff provisions are invalid under 11 U.S.C. Section 558. Lottery Commission asserts that setoff under 11 U.S.C. Section 558 must comply with the requirements under state law that applies to setoffs, including the requirements that the claim and debt must be (1) mutual and (2) valid and enforceable. The Lottery Commission points out that Debtor has no enforceable claim against the Lottery Commission, insomuch as it has not, and may not obtain a final judgment against the Lottery Commission. About Blue Diamond Blue Diamond LLC, based in Martinsburg, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In the petition signed by James Hutzler, Jr., member/manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Patrick M. Flatley presides over the case. Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as bankruptcy counsel to the Debtor. William C. Brewer, Esq., at Brewer & Giggenbach, PLLC, is the Debtor's special counsel. CARLOS MIGUELS: Seeks Authority on Continued Cash Collateral Use ---------------------------------------------------------------- Carlos Miguel's of Castle Rock, LLC, and its affiliates seek authority from the U.S. Bankruptcy Court for the District of Colorado for the continued use of cash collateral in accordance with the Budget for a 6-month period through Sept. 30, 2019 on the same terms and conditions provided in the Final Order and the State Cash Collateral Order. On Oct. 19, 2019, the Court entered its Final Order granting the Debtor's Cash Collateral Motion. The Final Order provides that the Debtor's use of cash collateral will end on the last day of the budget filed along with the Cash Collateral Motion. The budget filed with the Cash Collateral Motion is a 6-month budget ending March 31, 2019. The Debtors also filed a Motion to Approve Stipulation with the Colorado Department of Revenue for Use of Cash Collateral, which was approved by the Court through its Order entered on Jan. 30, 2019. The Debtors continue to operate their businesses in the ordinary course. The Debtors are also in the process of drafting a Plan of Reorganization and preparing a budget to support the Plan and Disclosure Statement. Accordingly, the Debtors need to use cash collateral to fund its ongoing business operations and to proceed with the Plan process. A full-text copy of the Debtors' Motion is available at http://bankrupt.com/misc/cob18-18485-86.pdf About Carlos Miguel's Carlos Miguel's -- http://www.carlosmiguels.com/-- is a restaurant chain in Littleton, Colorado that offers authentic Mexican cuisine like quesadillas, enchilladas, and more. Carlos Miguel's has branches in Castle Rock, Colorado Springs, Highlands Ranch, Littleton, Briargate, Monument and Frisco. On Sept. 28, 2018, Carlos Miguel's of Castle Rock, LLC; Carlos Miguel's of Country Club Corners, LLC; Carlos Miguel's of Frisco, LLC; and Carlos Miguel's of Littleton, LLC, filed voluntary Chapter 11 petitions (Bankr. D. Colo. Case Nos. 18-18485 to 18-18488). The petitions were signed by Luis Miguel Martin, managing member. At the time of filing, Carlos Miguel's of Castle Rock disclosed $33,357 in assets and $184,571 liabilities; Carlos Miguel's of Country Club disclosed $26,396 in assets and $280,865 in liabilities; while Carlos Miguel's of Frisco, LLC, disclosed $26,756 in assets and $304,193 liabilities. The Hon. Elizabeth E. Brown oversees the cases. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as counsel to the Debtors. CARTHAGE SPECIALTY: Seeks to Extend Exclusivity Period to May 24 ---------------------------------------------------------------- Carthage Specialty Paperboard, Inc. and Carthage Acquisition, LLC asked the U.S. Bankruptcy Court for the Northern District of New York to extend the period during which they have the exclusive right to file a Chapter 11 plan through May 24, and to solicit acceptances for the plan through July 23. The extension, if granted by the court, would give the companies more time to investigate claims and finalize a bankruptcy plan, according to their attorney Stephen Donato, Esq., at Bond, Schoeneck & King, PLLC. "Until the universe of claims is more accurately known, finalizing a Chapter 11 plan and preparing a disclosure statement containing adequate information is premature," Mr. Donato said in a court filing. One of the creditors that have filed claims against the companies is the Pension Benefit Guaranty Corporation. Mr. Donato said the resolution of these claims could substantially affect the distribution to unsecured creditors under the plan. The companies had earlier sent a draft of their plan to KeyBank National Association, the official committee of unsecured creditors and the U.S. trustee. They expect to file a plan before May 24. About Carthage Specialty Paperboard Carthage Specialty Paperboard, Inc. -- http://www.carthagespbd.com/ -- is a paperboard manufacturer in Carthage, New York, serving a diverse range of markets from pulp-substitute specialty paperboard to industrial grade chipboards. Carthage Specialty Paperboard and its affiliate Carthage Acquisition, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Lead Case No. 18-30226) on Feb. 28, 2018. In the petitions signed by Donald Schnackel, vice president of finance, Carthage Specialty estimated assets and liabilities of $10 million to $50 million; and Carthage Acquisition estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Debtors tapped Bond, Schoeneck & King, PLLC as their legal counsel, and Bradley Woods & Co. Ltd., as their financial advisor and investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee is represented by Lowenstein Sandler LLP. CENTRO GROUP: Seeks to Extend Exclusivity Period by 90 Days ----------------------------------------------------------- Centro Group, LLC and ProHCM Holdings, Inc. asked the U.S. Bankruptcy Court for the Southern District of Florida to extend by 90 days the period during which they have the exclusive right to file a Chapter 11 plan and solicit acceptances for the plan. The companies' current exclusive filing period expired on Feb. 20 and they have to solicit votes for their plan by April 22. Since their bankruptcy filing, the companies have made significant progress to reorganize their affairs. ProHCM was able to obtain financing to get through bankruptcy and sell substantially all of its assets. The companies have also identified potential claims, including a demand for indemnification related to their merger with Centro HCM, LLC, and has been in talks with the party involved to settle those claims, according to court filings. About Centro Group and ProHCM Holdings Centro Group, LLC is a full service, wholesale group benefits, human capital, and technology service consulting firm committed to positioning their clients for future growth. It is headquartered in Miami, Florida with additional offices in the Boston and St. Louis areas. Centro Group, LLC and ProHCM Holdings, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 18-23155 and 18-23156) on Oct. 23, 2018. In the petitions signed by CEO Joseph Markland, Centro Group estimated assets of less than $50,000 and liabilities of $1 million to $10 million. ProHCM disclosed $4,284,714 in assets and $4,238,898 in liabilities. Judge Jay A. Cristol oversees the cases. The Debtors tapped Shraiberg, Landau & Page, P.A., as their legal counsel; and James F. Martin of ACM Capital Partners, as their chief restructuring officer. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 9, 2018. The committee tapped Kozyak, Tropin & Throckmorton, LLP as its legal counsel. CHARLOTTE RUSSE: Hires Donlin Recano as Administrative Advisor -------------------------------------------------------------- Charlotte Russe Holding, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Donlin Recano & Company, Inc., as administrative advisor to the Debtors. Charlotte Russe requires Donlin Recano to: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not covered by the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Donlin Recano will be paid at these hourly rates: Executive Staff No Charge Senior Bankruptcy Consultant $117-$149 Case Manager $81-$117 Technology/Programming Consultant $54-$90 Consultant/Analyst $45-$72 Clerical $22-$41 Donlin Recano will be paid a retainer in the amount of $25,000. Donlin Recano will also be reimbursed for reasonable out-of-pocket expenses incurred. Nellwyn Voorhies, partner of Donlin Recano & Company, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Donlin Recano can be reached at: Nellwyn Voorhies DONLIN RECANO & COMPANY, INC. 6201 15th Avenue Brooklyn, NY 11219 Toll Free Tel: (800) 591-8236 About Charlotte Russe Holding Charlotte Russe Holding, Inc., 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. Lead Case No. 19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte Russe Holding 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. CHARLOTTE RUSSE: Hires Malfitano as Asset Disposition Consultant ---------------------------------------------------------------- Charlotte Russe Holding, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Malfitano, LLC, as asset disposition consultant to the Debtors. Charlotte Russe requires Malfitano to: (a) review and advise the Debtors and their advisors with respect to issues associated with any planned store closures, including timing and coordination; (b) review bid proposals and assist in negotiations with the various parties to ensure recoveries are maximized; (c) monitor the conduct and results of any third party selected to liquidate any inventory and fixed assets in conjunction with the Debtors' other advisers; (d) review and inspect the Debtors' assets as may be requested from time to time by the Company, including, but not limited to inventory and fixed assets; and (e) attend meetings, as requested, with the Debtors, its lenders, any official or unofficial committee of creditors that may be appointed, potential investors, and other parties in interest. Malfitano will be paid at these hourly rates: Joseph Malfitano/Principal $725 Stephanie Gould/VP, Financial Analyst $425 Gary Carlton/Field Director $400 Malfitano will be paid a retainer in the amount of $50,000. Malfitano will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph Malfitano, a partner at Malfitano, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Malfitano can be reached at: Joseph Malfitano MALFITANO, LLC 747 Third Avenue, 2nd Floor New York, NY 10017 Tel: (646) 776-0155 About Charlotte Russe Holding Charlotte Russe Holding, Inc. 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. Lead Case No. 19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte Russe Holding 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. CHARLOTTE RUSSE: Hires Mr. Cashman of Berkeley Research as CRO -------------------------------------------------------------- Charlotte Russe Holding, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Brian M. Cashman of Berkeley Research Group, LLC, as chief restructuring officer to the Debtors. Charlotte Russe requires Berkeley Research to: a. consult with management of the Debtors and subject to the approval of the Board of Directors of the Debtors, develop and implement a chosen course of action to preserve asset value and maximize recoveries to stakeholders; b. oversee the activities of the Debtors in consultation with other advisors and the management team to effectuate the selected course of action; c. assist the Debtors and their management in developing cash flow projections and related methodologies and assist with planning for alternatives as requested by the Debtors; d. assist the Debtors in preparing for and operating in a Chapter 11 bankruptcy proceeding, including negotiations with stakeholders, and the formulation of a reorganization strategy and plan of reorganization directed to preserve and maximize value; e. assist as requested by management in connection with the Debtors' development of its business plan, and such other related forecasts as may be required by creditor constituencies in connection with negotiations; f. provide information deemed by the CRO to be reasonable and relevant to stakeholders and consult with key constituents as necessary; g. offer testimony before the Bankruptcy Court with respect to the services provided by the CRO and the Additional Personnel, and participate in depositions, including by providing deposition testimony, related thereto; h. provide such other services as mutually agreed upon by the CRO, Berkeley Research and the Debtors. Berkeley Research will be paid at these hourly rates: Managing Director $775 - $1,050 Director $595 - $815 Professional Staff $275 - $720 Support Staff $150 - $275 Berkeley Research will be paid $110,000 per month. On or about Sept. 26, 2018, Berkeley Research received a cash on account payment in the amount of $50,000 from the Debtors. Berkeley Research received additional cash on account payment in the amount of $200,000 on or about January 2, 2019. In the 90 days prior to the Petition Date, Berkeley Research received payments, excluding the advance payments, in the amount of $1,440,177.41. Berkeley Research will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian M. Cashman, a managing director at Berkeley Research Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Berkeley Research can be reached at: Brian M. Cashman BERKELEY RESEARCH GROUP, LLC 2200 Powell Street Emeryville, CA 94608 Tel: (510) 285-3300 Fax: (510) 654-7857 About Charlotte Russe Holding Charlotte Russe Holding, Inc., 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. Lead Case No. 19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte Russe Holding 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. CHARLOTTE RUSSE: Seeks to Hire Bayard as Co-Counsel --------------------------------------------------- Charlotte Russe Holding, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Bayard, P.A., as co-counsel to the Debtors. Charlotte Russe requires Bayard to: a. in conjunction with Cooley LLP, assist the Debtors with preparation of all applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtors' estates; b. negotiate, draft, pursue, and assist the Debtors and Cooley, as necessary, in their preparation of all documents, reports, and papers necessary for the administration of these chapter 11 cases; c. provide legal advice with respect to the powers and duties of the Debtors as debtors in possession in these chapter 11 cases in the continued operation of their businesses and management of their property, including with respect to a potential sale of the Debtors' assets; d. appear in court and protecting the interests of the Debtors before the Court in its capacity as co-counsel with Cooley; e. attend meetings and negotiating with representatives of creditors, the U.S. Trustee, and other parties-in-interest; f. assist Cooley, as necessary, to perform all other legal services for the Debtors which may be necessary and proper in these proceedings including, but not limited to, advice in areas such as bankruptcy law, corporate law, corporate governance, employment, transactional, litigation, intellectual property and other issues to the Debtors in connection with the Debtors' ongoing business operations; and g. perform all other legal services for, and providing all other necessary legal advice to, the Debtors which may be necessary and proper in these cases. Bayard will be paid at these hourly rates: Directors $500 to $1,050 Associates $350 to $450 Legal Assistants $265 to $295 The Debtors paid Bayard a retainer of $150,000 on Jan. 10, 2019. To date, Bayard has applied $87,544 of the Retainer in satisfaction of fees and expenses incurred by Bayard prior to the Petition Date on behalf of the Debtors. During the one year immediately preceding the Petition Date, the Debtors paid Bayard fees totaling $86,249 and expenses totaling $1,295, which payments came exclusively from the Retainer. Specifically, the Debtors paid Bayard: (i) fees totaling $27,048 and expenses totaling $471.52 on Jan. 18, 2019; (ii) fees totaling $24,721 and expenses totaling $463.65 on Jan. 25, 2019; and (iii) fees totaling $34,481 and expenses totaling $359.50 on February 1, 2019. Bayard will also be reimbursed for reasonable out-of-pocket expenses incurred. Justin R. Alberto, partner of Bayard, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Bayard can be reached at: Justin R. Alberto, Esq. Erin R. Fay, Esq. Daniel N. Brogan, Esq. BAYARD, P.A. 600 North King Street, Suite 400 Wilmington, DE 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 Email: jalberto@bayardlaw.com efay@bayardlaw.com About Charlotte Russe Holding Charlotte Russe Holding, Inc. 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. Lead Case No. 19-10210) 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. CHESTNUT INVESTMENTS: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Chestnut Investments, Inc. 301 Meridian Drive Redwood City, CA 94065 Business Description: Chestnut Investments, Inc. is a privately held real estate lessor based in Redwood City, California. Chapter 11 Petition Date: February 26, 2019 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Case No.: 19-21147 Debtor's Counsel: John E. Stringer, Esq. LAW OFFICE OF JOHN E. STRINGER 259 Oak Street San Francisco, CA 94102 Tel: 415-999-4278 E-mail: nolojes@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Hiu Ning Angela Chan, CEO. The Debtor did not submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/caeb19-21147.pdf CLEARWATER TRANSPORTATION: May Use Cash Collateral on Interim Basis ------------------------------------------------------------------- The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized Clearwater Transportation Ltd. to use cash collateral on an interim basis. A Final Hearing on the Cash Collateral Motion will be held on March 21, 2019 at 9:30 a.m. The Debtor must file a proposed form of Final Cash Collateral Order on or before March 14, which Final Cash Collateral Order will have attached a Final Proposed Cash Collateral Budget. Objections to entry of a Final Cash Collateral Order are due on March 18. The Debtor will use its cash collateral solely to pay the expenses in the amounts and at the times provided in the Interim Cash Collateral Budget. The Debtor will have authority to use cash collateral in excess of the amounts set forth in the Interim Cash Collateral Budget on a weekly basis to the extent that such variance does not exceed 20% on a line item or weekly aggregate basis. The Debtor's interim authorization to use cash collateral will last until the conclusion of the Final Hearing on the Cash Collateral Motion or at such other date and time and in the manner set out in any other or further order of the Court addressing the Debtor's use of cash collateral. Any party with a validly granted, properly perfected and properly enforceable lien or security interest under applicable non-bankruptcy law will be granted a validly perfected and enforceable security interests in and liens upon all property of the Debtor and the Debtor's Estate arising post-petition of the same type and nature of the property of the Debtor that served as such creditor's pre-petition collateral, but only to the extent of the validity, enforceability, perfection and priority of such creditor's security interest and liens in any pre-petition assets of the Debtor. On an interim basis, the adequate protection for Pearl Delta Funding and Lendini will consist of Debtor's continued payment to such parties in the ordinary course of business pursuant to their agreements with the Debtor: (a) daily ACH payments of $2,121.22 to Lendini; and (b) weekly ACH payments in the amount of $10,612 to Pearl Delta Funding. However, any or all of such Factor ACH Debits will be subject to recovery by the Debtor if it is ultimately determined by the Court that such Factor ACH Debits should not have been paid for any reason. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/txwb19-50292-28.pdf About Clearwater Transportation Clearwater Transportation, Ltd., a company in San Antonio, Texas, that provides car rental services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-50292) on Feb. 7, 2019. 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 Craig A. Gargotta. CONFLUENCE ENERGY: Continued Cash Collateral Use Okayed ------------------------------------------------------- The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized Confluence Energy, LLC to use cash collateral pursuant to the Budget attached to its Motion and in accordance with the same terms and conditions provided in the Final Cash Collateral Order. The Troubled Company Reporter has previously reported that the Debtor sought the Court's authorization for the continued use of cash collateral in accordance with its 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 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. A copy of the Order is available at http://bankrupt.com/misc/cob18-17090-106.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. CREW ENERGY: S&P Cuts Long-Term ICR to 'B-', Outlook Stable ----------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Calgary, Alta.-based Crew Energy Inc. to 'B-' from 'B'. S&P also lowered its issue-level rating on Crew's senior unsecured debt to 'B 'from 'B+'. Its '2' recovery rating on the debt is unchanged, indicating its expectation of substantial (70%-90%; rounded estimate: 85%) recovery. The downgrade reflects S&P's updated base-case scenario on Crew with weaker-than-expected financial performance and cash flows based on its expectation of weaker hydrocarbon prices persisting throughout the 2019-2020 cash flow forecast period. "Our expectation of global oil and North American oil and gas prices remaining at reduced levels has led to the downward revision of our global crude oil and gas prices and Canadian local prices," S&P said. "Furthermore, as hedges in place roll off in 2020, we believe the company will be unable to lock in attractive prices for 2020 and beyond." S&P is now forecasting two-year (2019-2020), weighted-average FFO-to-debt of 12%-20%, down from its previous expectation of 20%-30%. Based on its expectation of curtailed capital spending, focused on sustaining existing operations, S&P is forecasting average daily production of 22,000-23,000 barrels of oil equivalent (boe) per day in 2019 (27% liquids) with most of the company's natural gas production being priced at Chicago, NYMEX, and Dawn, which materially reduces the company's exposure to weak AECO prices. S&P expects capital expenditures of C$95 million-C$105 million in 2019 resulting in slightly negative free operating cash flow during the next 12 months. The stable outlook reflects S&P's expectation that Crew's marketing diversification should ensure the company will maintain FFO-to-debt at the higher end of 12%-20% during the next 12 months. It also reflects S&P's expectation that the company will extend its revolving credit facility that, together with no debt maturities in the near term, provides the company ample liquidity cushion for the next 12 months. "We could lower the rating if fully adjusted two-year, weighted-average FFO-to-debt consistently fell at the lower end of the 0%-12% range due to a material increase in upstream production costs, or weaker-than-expected average daily production or realized prices," S&P said. "In addition, we could take a negative rating action if Crew's liquidity deteriorates, which could be triggered if its revolving credit facility is reduced or not extended." S&P said it could raise the rating if the credit metrics significantly improve, resulting in two-year, weighted-average FFO-to-debt improving and remaining in the 20%-30% range. S&P believes Crew's cash flow metrics could improve due to either increased production or realized prices. CYTOVIA INC: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Four affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Cytovia, Inc. 19-13896 1 Bridge Plaza North, Suite 270 Fort Lee, NJ 07024 Immune Oncology Pharmaceuticals, Inc. 19-13898 1 Bridge Plaza North, Suite 270 Fort Lee, NJ 07024 Maxim Pharmaceuticals, Inc. 19-13899 1 Bridge Plaza North, Suite 270 Fort Lee, NJ 07024 Immune Pharmaceuticals USA Corporation 19-13902 1 Bridge Plaza North, Suite 270 Fort Lee, NJ 07024 Business Description: Cytovia, Inc. is a development stage biopharmaceutical company. It operates as the oncology subsidiary of Immune Pharmaceuticals Inc. Chapter 11 Petition Date: February 26, 2019 Court: United States Bankruptcy Court District of New Jersey (Newark) Judges: Hon. Stacey L. Meisel (19-13896) Hon. John K. Sherwood (19-13898 and 19-13902) Hon. Vincent F. Papalia (19-13899) Debtors' Counsel: Morris S. Bauer, Esq. NORRIS MCLAUGHLIN & MARCUS, P.A. 400 Crossing Boulevard, 8th Floor Bridgewater, NJ 08807 Tel: 908-252-4345 908-722-0700 E-mail: msbauer@nmmlaw.com msbauer@norris-law.com Cytovia, Inc.'s Estimated Assets: $0 to $50,000 Cytovia, Inc.'s Estimated Liabilities: $1 million to $10 million Immune Oncology's Estimated Assets: $0 to $50,000 Immune Oncology's Estimated Liabilities: $0 to $50,000 Maxim Pharmaceuticals, Inc.'s Estimated Assets: $0 to $50,000 Maxim Pharmaceuticals, Inc.'s Estimated Liabilities: $0 to $50,000 Immune Pharmaceuticals USA's Estimated Assets: $0 to $50,000 Immune Pharmaceuticals USA's Estimated Liabilities: $100,000 to $500,000 The petitions were signed by Tony Florino, president. A full-text copy of Cytovia, Inc.'s petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at: http://bankrupt.com/misc/njb19-13896.pdf Immune Oncology stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-13898.pdf Maxim Pharmaceuticals, Inc. stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-13899.pdf A full-text copy of Immune Pharmaceuticals USA's petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/njb19-13902.pdf Pending bankruptcy cases filed by affiliates: Debtor Petition Date Case No. ------ ------------- -------- Immune Pharmaceuticals, Inc. 2/17/19 19-13273 Immune Pharmaceuticals, Ltd. 2/22/19 19-13710 DAYMARK REALTY: Court Denies Motion for Combined Plan Hearing ------------------------------------------------------------- This matter came before the court on February 7, 2019 on the Daymark Realty Advisors, Inc., Daymark Residential Management, Inc. and Daymark Properties Realty, Inc.'s exigent motion for an entry approving the disclosure statement explaining their Chapter 11 plan and schedule a combined hearing on the approval of the disclosure statement and confirmation of the Plan. The Court denies the motion without prejudice and the case will proceed in due course. Bankruptcy Judge Raymond B. Ray is set to hold a hearing on March 15, 2019 at 11:00 a.m. to consider approval of Daymark Realty Advisors, Inc. and affiliates disclosure statement. The last day for filing and serving objections to the disclosure statement is March 8, 2019. About Daymark Realty Advisors/Daymark Properties Realty Based in Fort Laudersale, Florida, Daymark Realty Advisors Inc. is a provider of strategic asset management and structured finance services to private and institutional owners of commercial real estate. Daymark Realty and affiliates Daymark Properties Realty Inc. and Daymark Residential Management Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Lead Case No. 18-23750) on November 4, 2018. The petition was signed by Espen Schiefloe, chief restructuring officer. In its petition, Daymark Realty estimated $207 in assets and $22,223,304 in liabilities. The Debtors tapped Edelboim Lieberman Revah Oshinsky PLLC, as counsel and BMC Group, Inc., as claims, noticing and balloting agent. EQUINOX HOLDINGS: Moody's Rates Proposed $200MM Term Loan 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Equinox Holdings, Inc.'s proposed $200 million term loan. At the same time, Moody's affirmed all of Equinox's existing ratings including its B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating ("PDR"). The rating outlook remains stable. Proceeds from the $200 million term loan add-on will be used to pre-fund capital expenditures associated with new club openings, investments in affiliates and for general corporate purposes. Pro forma for the proposed term loan, Moody's adjusted debt/EBITDA is estimated to be about 8.3x for the twelve months ended December 31, 2018. The affirmation acknowledges that Equinox continues to report solid key operating performance metrics such as comparable-club revenue growth, membership price increases and growth in total club count and number of members, and Moody's expectation that these favorable trends will continue. The affirmation also reflects Moody's expectation that there will be no dividend distributions nor further increases in debt over the next twenty four months. Assignments: Issuer: Equinox Holdings, Inc. - Senior Secured First Lien Term Loan, Assigned B1 (LGD3) Outlook Actions: Issuer: Equinox Holdings, Inc. - Outlook, Remains Stable Affirmations: Issuer: Equinox Holdings, Inc. - Probability of Default Rating, Affirmed B2-PD - Corporate Family Rating, Affirmed B2 - Senior Secured First Lien Term Loan, Affirmed B1 (LGD3) - Senior Secured First Lien Revolving Credit Facility, Affirmed B1 (LGD3) - Senior Secured Second Lien Term Loan, Affirmed Caa1 (LGD5) RATINGS RATIONALE Equinox's B2 CFR broadly reflects its well-recognized brand name among upscale fitness clubs, consistently solid performance in key operating metrics such as positive comparable-club revenue growth driven by both price increases and higher membership counts, steadily growing club count and an ability to maintain profitability at mature clubs. Equinox has never needed to close a club due to underperformance. The rating is also supported by Moody's expectation for a moderate level of industry growth over the next 12-18 months, supported by the US economic expansion. Additional support is provided by the longer term positive fundamentals for the fitness club industry such as its apparent under penetration and an increased awareness of the importance of fitness. The ratings also incorporate Equinox's history of never having paid a dividend to its shareholder, the Related entities, and its solid cash flow from operations. Nevertheless, Equinox's ratings are constrained by its high Moody's lease adjusted debt/EBITDA of 8.3x pro forma for the incremental debt raise for the twelve months ended December 31, 2018 and modest EBITA/interest expense of 1.0x, levels that are both weak for the B2 rating category broadly and for other similarly rated fitness industry peers. Moody's views the highly fragmented and competitive fitness club industry as having high business risk given its low barriers to entry, exposure to cyclical shifts in discretionary consumer spending, and high attrition rates. In addition, Equinox's geographic concentration in New York City and coastal California???markets experiencing rapid minimum wage increases -- is a credit constraint. The stable outlook reflects the expectation that Equinox will continue to generate solid comparable club revenue growth while maintaining its current EBITA margin and attrition rates. The outlook also acknowledges that there will be no distributions to shareholders and that Equinox will maintain good liquidity and that the $200 million proposed term loan is more than sufficient to fund the required investments in affiliates and growth capital expenditures over the next two years. Given the very high leverage, an upgrade over the near term is unlikely. However, ratings could be upgraded if Equinox maintains high single-digit comparable club revenue growth while executing on its expansion strategy. An upgrade would also require debt/EBITDA sustained below 5.0x and EBITDA less maintenance capital expenditures/interest expense above 2.5x. Ratings could be downgraded if Equinox experiences a slowdown in comparable club revenue growth to less than 1% or a weakening in its competitive position. Lower ratings could also be considered if Equinox is required to close any clubs due to underperformance or experiences a deterioration in liquidity. Quantitatively, ratings could be downgraded should EBITDA less maintenance capital expenditures fall below 1.25x. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Equinox Holdings, Inc., headquartered in New York, NY, operates fitness facilities across the US under the Equinox and Pure Yoga brands. Equinox is majority-owned by individuals and entities affiliated with Related Companies, L.P. ("Related"), a privately held New York real estate firm, with L Catterton and members of management holding a minority interest. Equinox's revenues were $1.1 billion for the twelve months ended September 30, 2018. EQUINOX HOLDINGS: S&P Rates New $200MM Term Loan Due 2026 'B+' -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to New York-based fitness operator Equinox Holdings Inc.'s proposed $200 million B-2 term loan due 2026. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. Equinox will use the proceeds from this term loan to fund new development, renovate existing clubs, relocate its corporate offices, and fund investment in its mobile application. S&P believes the company's capital expenditures, including additional investments in Precision Run, Hotel, and Furthermore, will total about $270 million in 2019 and $170 million in 2020. At the same time, S&P affirmed its 'B+' issue-level rating on the company's $150 million revolving credit facility due 2022 and $800 million secured first-lien term loan due 2024. The '2' recovery rating remains unchanged, indicating S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery for lenders in the event of a default. S&P also affirmed its 'CCC+' issue-level rating on Equinox's $200 million secured second-lien term loan due 2024. The '6' recovery rating remains unchanged, indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%). S&P said its 'B' issuer credit rating on Equinox remains unchanged because the company's EBITDA interest coverage will remain above 1.5x through the forecast period and its EBITDA coverage of cash interest expense will remain good for the rating between 2.5x and 3x through 2020. These credit measures take into account the deconsolidation of Blink Fitness' financial results from S&P's forecast in future periods. Blink repaid a sizeable amount of its preferred stock owned by Equinox in the fourth quarter of 2018, materially reducing Equinox's economic interest in Blink. Following the preferred stock repayment and Blink's raising of its own credit facility, S&P no longer believes that Equinox would provide support to Blink if the company became stressed. Because of the deconsolidation, the lost EBITDA contribution from Blink will be mostly offset by the reduction in operating leases (which S&P includes as an adjustment to its measure of leverage), which will largely mitigate any material change in S&P's credit measures. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a payment default occurring in 2022 due to a substantial decline in cash flow from prolonged economic weakness and increased competitive pressures that contribute to severe customer attrition. -- S&P assumes a reorganization following the default and used an emergence EBITDA multiple of 6x to value the company. -- This is a higher multiple than S&P uses for some other rated fitness club operators, which reflects Equinox's strong brand and geographically desirable lease locations. Simulated default assumptions -- S&P assumes the revolving credit facility is about 85% drawn at default. Simplified waterfall -- Emergence EBITDA: $156 million -- Multiple: 6x -- Gross recovery value: $933 million -- Net recovery value for waterfall after admin. expenses (5%): $886 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated first-lien debt: $1,105 million -- Value available for first-lien claim: $886 million --Recovery expectation: 70%-90% (rounded estimate: 80%) -- Estimated second-lien debt: $210 million -- Value available for second-lien claim: $0 million --Recovery expectation: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Equinox Holdings Inc. Issuer Credit Rating B/Stable/-- New Rating Equinox Holdings Inc. Senior Secured $200M B-2 Term Ln Due 2026 B+ Recovery Rating 2(80%) Ratings Affirmed; Recovery Estimates Revised To From Equinox Holdings Inc. Senior Secured $150M Rvlvr Due 2022 B+ B+ Recovery Rating 2(80%) 2(85%) $800M 1stLn Trm Ln Due 2024 B+ B+ Recovery Rating 2(80%) 2(85%) Rating Affirmed Equinox Holdings Inc. Senior Secured $200M 2ndLn Trm Ln Due 2024 CCC+ Recovery Rating 6(0%) ESREY RESOURCES: Unable to File Financial Statements on March 1 --------------------------------------------------------------- Esrey Resources Ltd. (ESR) is providing this second bi-weekly default status report in accordance with National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203"). In its initial default announcement of January 29, 2018 (the "Default Notice"), the Company announced that it will not be filing its annual audited financial statements for the year ended September 30, 2018, management's discussion and analysis and related CEO and CFO certifications (collectively the "Required Documents") before the prescribed deadline of January 28, 2019. The Company provided its first bi-weekly default status report on February 12, 2019 (the "First Default Status Report"). Further to the foregoing, the Company will not be timely filing its interim financial statements for the period ended December 31, 2018, due to be filed March 1, 2019. As previously announced, pursuant to the MCTO, the Chief Executive Officer and the Chief Financial Officer may not trade in securities of the Company until such time as the Company files its annual audited financial statements for the year ended September 30, 2018, management's discussion and analysis, and related CEO and CFO certifications on or before April 1, 2019 (collectively the "Required Documents") and the Executive Director of the BCSC revokes the MCTO. The MCTO does not affect the ability of shareholders to trade their securities. The Company's Board of Directors and management confirm that they are working expeditiously to file the Required Documents and confirm that since the Company's press release dated January 29, 2019 and February 12, 2019, there is no other material information respecting the Company's affairs that has not been generally disclosed. Until the Required Documents have been filed, the Company intends to continue to satisfy the provisions of the alternative information guidelines specified in NP 12-203 by issuing bi-weekly default status reports in the form of further press releases for so long as the Company remains in default of the financial statement filing requirement. Headquartered in Vancouver, Canada, Esrey Resources Ltd. is focused on the extraction of zinc, lead and other metals from these waste materials in a hydrometallurgical process that is in the final stages of development. EXPRESSWAY DELIVERIES: Delays Plan to Finalize Asset Valuation -------------------------------------------------------------- Expressway Deliveries, Inc. asked the U.S. Bankruptcy Court for the Central District of California to extend by 120 days the period during which it has the exclusive right to file a Chapter 11 plan and solicit acceptances for the plan. The company's current exclusive filing period is set to expire on March 26 while the deadline for filing a plan and disclosure statement is June 1. "[Expressway Deliveries] continues to attempt to resolve substantive issues which must be resolved prior to filing a disclosure statement and plan," said its attorney, J. Bennett Friedman, Esq., at Friedman Law Group, P.C. Mr. Friedman said the company is contemplating a sale of substantially all of its assets and needs the 120-day extension to finalize the valuation of its assets, get court approval for bid procedures and conduct a sale without the risk of other creditors filing a competing plan. Expressway Deliveries is also hopeful it will resolve the class action lawsuits filed by its employees, which constitute the principal dispute in its bankruptcy case, according to Mr. Friedman. About Expressway Deliveries Expressway Deliveries, Inc., is a privately held company in Carson, California, that operates in the couriers and express delivery services industry. Expressway Deliveries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-23791) on Nov. 26, 2018. At the time of the filing, the Debtor disclosed $325,345 in assets and $1,045,781 in liabilities. The case has been assigned to Judge Julia W. Brand. The Debtor tapped Friedman Law Group, P.C. as its legal counsel. FOX PROPERTY HOLDINGS: Wants to Move Exclusivity Period to June 17 ------------------------------------------------------------------ Fox Property Holdings LLC asked the U.S. Bankruptcy Court of the Central District of California to extend the period during which it has the exclusive right to file a Chapter 11 plan through June 17, and to solicit acceptances for the plan through Aug. 16. The extension, if granted by the court, would give the company more time to sell or refinance its property in San Bernardino, California, before it files a plan of reorganization, according to its attorney, Juliet Oh, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP. "The debtor is hopeful that a sale of the property can be successfully consummated, which sale will result in the full payment of the allowed claims of the lenders and other creditors, with a surplus recovery for the debtor's equity holder," Ms. Oh said in a court filing. Since a sale of the property may not be immediately feasible, the company is also seeking to refinance the property so that it can pay off the loan prior to its June 1 maturity date while it is marketing the property for sale, according to the attorney. Based on an appraisal of the property conducted on Jan. 31 last year, Fox Property believes that the "current fair market value" of the property is at least $16 million. The company bought the property from lenders Dayco Funding Corporation and Luxor Properties, Inc. for $9.7 million. As part of the sale, the lenders provided seller financing of $7.7 million of the aggregate purchase price on a secured basis. In a proof of claim they filed in Fox Property's Chapter 11 case, the lenders assert that the balance of the loan due as of Jan. 17, 2018 was $8,349,115.20. About Fox Property Holdings Fox Property Holdings, LLC, owns a commercial real property in San Bernardino, California. The property consists of various buildings utilized as a school and dormitory campus and is located on approximately 4.66 acres of land. The company's headquarter is located at 12803 Schabarum Avenue, Irwindale, California. Dr. Ji Li is the managing member and 100% equity holder of the company. Fox Property Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10524) on Jan. 17, 2018. In the petition signed by Ji Li, managing member, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Robert N. Kwan presides over the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel; and Park & Lim as special litigation counsel. FRANK INVESTMENTS: Third Interim Cash Collateral Order Entered -------------------------------------------------------------- The Hon. Erik P. Kimball the U.S. Bankruptcy Court for the Southern District of Florida has entered a Third Interim Order granting Frank Investments, Inc. authority to use cash collateral. The Court will hold a continued hearing on cash collateral on March 14, 2019 at 1:30 p.m. The Debtor will be entitled to use cash collateral to pay all ordinary and necessary expenses in the ordinary course of its business for the purposes contained in the budget. The Debtor is also authorized: (a) to 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 is prohibited from using cash collateral: (a) to make any prepayments with respect to services which were not yet rendered, goods that have not been received, or any other item for which payment is not currently due, (b) to pay any increases in salaries or compensation for employees, (c) to pay any part or portion of pre-petition claims (other than pre-petition wage claims as approved and Ordered by the Court), or (d) to pay any fees for professionals. As security for all indebtedness that is owed by the Debtor to The Bancorp Bank, the Debtor grants in favor of Bancorp a post-petition security interest and lien in, to and against any and all assets of the Debtor, to the same extent and priority that Bancorp held a properly perfected pre-petition security interest in such assets, and only to the extent that Bancorp's cash collateral is used by the Debtor. However, under no circumstances will Bancorp have a lien on any causes of action arising under 11 U.S.C. Sections 542 et seq., 547, 548, 549, 550, 551, or any of the Debtor's assets that it did not have a right to prepetition. By the 10th day of the following month, the Debtor will provide Bancorp with (i) monthly profit and loss statements with respect to the Debtor and its affiliates/sister entities; (ii) a monthly expense report and weekly income/deposit report for the Debtor and its affiliates/sister entities, which details the name of each payee/payor, the date of each payment or deposit, and amount; and (iii) any and all documents and disclosures as required by the loan documents within five business days of Bancorp's request to counsel for the Debtor. A full-text copy of the Third Interim Order is available at http://bankrupt.com/misc/flsb18-20019-183.pdf About Frank Investments Frank Investments, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-11454) on Jan. 31, 2019. In the petition signed by Bruce S. Frank, president, the Debtor estimated $0 to $50,000 in assets and $100,001 to $500,000 in liabilities. The case is assigned to Judge Erik P. Kimball. The Debtor is represented by Bradley S Shraiberg, Esq., at Shraiberg Landau & Page PA. GYMBOREE GROUP: Committee Hires Pachulski Stang as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Gymboree Group, Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to retain Pachulski Stang Ziehl & Jones LLP as counsel to the Committee. The Committee requires Pachulski Stang to: a. assist, advise and represent the Committee in its consultations with the Debtors regarding the administration of these Cases; b. assist, advise and represent the Committee with respect to the Debtors' retention of professionals and advisors with respect to the Debtors' business and these Cases; c. assist, advise and represent the Committee in analyzing the Debtors' assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; d. assist, advise and represent the Committee in any manner relevant to reviewing and determining the Debtors' rights and obligations under leases and other executory contracts; e. assist, advise and represent the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to the Cases or to the formulation of a plan; f. assist, advise and represent the Committee in connection with any sale of the Debtors' assets; g. assist, advise and represent the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; h. assist, advise and represent the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; i. assist, advise and represent the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and j. provide such other services to the Committee as may be necessary in these Cases. Pachulski Stang will be paid at these hourly rates: Partners $725 to $1,395 Counsel $650 to $1,095 Associates $575 to $695 Paralegals $375 to $395 Pachulski Stang will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Pachulski Stang is developing a budget and staffing plan that will be presented for approval by the Committee and anticipates filing a Committee- approved budget at the time it files its interim and final fee applications. Pachulski Stang intends to make a reasonable effort to comply with the UST's requests for information and additional disclosures as set forth in the Revised UST Guidelines, both in connection with the Application and the interim and final fee applications to be filed by Pachulski Stang in these chapter 11 cases. Bradford J. Sandler, partner of Pachulski Stang Ziehl & Jones LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Pachulski Stang can be reached at: Bradford J. Sandler, Esq. Jeffrey N. Pomerantz, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Boulevard, 13th Floor Los Angeles, California 90067-4100 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 About Gymboree Group San Francisco-based Gymboree Group -- https://www.gymboree.com/ -- owns a portfolio of three children's clothing and accessories brands -- Gymboree, Janie and Jack and Crazy 8 -- each offering a different product line with a distinct brand identity and targeted product offering. Since its start in 1976, Gymboree Group has grown from offering mom-and-baby classes in the San Francisco Bay Area to currently operating over 900 retail stores in the United States and Canada, along with franchises around the world. Gymboree Group, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 19-30258) on Jan. 17, 2019. At the time of the filing, Gymboree Group estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge Keith L. Phillips. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP as general bankruptcy counsel; Kutak Rock LLP as local counsel; Stifel, Nicolaus & Company, Incorporated and Berkeley Research Group, LLC as financial advisors; Hilco Real Estate, LLC as real estate Consultant; and Prime Clerk LLC as real estate consultant. John Fitzgerald, acting U.S trustee for Region 4, appointed an official committee of unsecured creditors on Jan. 23, 2019. The Committee tapped Hahn & Hessen LLP as lead counsel; Pachulski Stang Ziehl & Jones LLP, as counsel; Tavenner & Beran, PLC, as local counsel; Whiteford Taylor & Preston LLP, as Virginia co-counsel. HOUSTON TRANSPORTATION: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- The Office of the U.S. Trustee on Feb. 27 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Houston Transportation Services, LLC. About Houston Transportation Services Houston Transportation Services, LLC, is privately held company in Houston, Texas, in the taxicab business. HTS was originally formed in 2005 as a limited partnership and converted to a limited liability company in 2010. HTS was founded for the purpose of purchasing City of Houston Taxicab Permits to be operated by a fleet of independent contractor drivers. HTS leased property which contained offices and a maintenance facility where the company-owned vehicles and driver-owned vehicles could be maintained and repaired. Houston Transportation Services filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-30271) on Jan. 21, 2019. In the petition signed by Duane Kamins, manager, the Debtor estimated $1 million to $10 million in assets and the same range of liabilities as of the bankruptcy filing. The case has been assigned to Judge Jeffrey P. Norman. The Debtor's counsel is Okin Adams LLP. HY-TECH PLUMBING: Hires Cooper & Scully as Bankruptcy Counsel ------------------------------------------------------------- Hy-Tech Plumbing Contractors, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Cooper & Scully, PC, as general bankruptcy counsel to the Debtor. Hy-Tech Plumbing requires Cooper & Scully to: a. prepare and file schedules and a statement of financial affairs; b. negotiate with creditors and handle routine motions such as motions for relief from stay, cash collateral motions and the myriad of bankruptcy motions that will be filed in this case; c. file objections to claims, if necessary; d. perform legal work necessary to sell property of the estate; e. draft, file and prosecute adversary proceedings necessary to determine the extent, validity and priority of liens; f. draft, file and prosecute avoidance actions if necessary; g. draft, file and prosecute adversary proceedings, motions and contested pleadings as necessary; h. prepare a Plan and Disclosure Statement; i. conduct discovery that is required for the completion of the case or any matter associated with the case; j. perform all legal matters that are necessary for the completion of the case; and k. perform miscellaneous legal duties to complete the bankruptcy case. Cooper & Scully will be paid at these hourly rates: Attorneys $425 Paralegals $100 Prior to filing the bankruptcy the Debtor paid Cooper & Scully $15,000 as a retainer, plus $1,717 for the filing fee. Cooper & Scully will also be reimbursed for reasonable out-of-pocket expenses incurred. Julie M. Koenig, partner of Cooper & Scully, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Cooper & Scully can be reached at: Julie M. Koenig, Esq. COOPER & SCULLY, PC 3600 N., Bldg. B, Suite 190 Austin, TX 78746 Tel: (512) 439-1500 Fax: (512) 831-5354 About Hy-Tech Plumbing Contractors Hy-Tech Plumbing Contractors, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-30787) on Feb. 11, 2019. The Debtor hired Cooper & Scully, PC, as general bankruptcy counsel. I GOTCHA INC: Hires Camacho Law Firm as Special Counsel ------------------------------------------------------- I Gotcha, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Camacho Law Firm, PLLC, as special counsel to the Debtor. I Gotcha, Inc. requires Camacho Law Firm to represent the Debtor in a litigation against the Texas State Comptroller, in a case captioned as I Gotcha, Inc. v. Glen Hegar, Comptroller of Public Accounts, State of Texas, and Ken Paxton, Attorney General, State of Texas, under Cause No. D-1-GN18-001425, pending in the 353rd District Court in Travis County, Texas. Camacho Law Firm will be paid at the hourly rate of $250. Camacho Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Julie K. Camacho, partner of Camacho Law Firm, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Camacho Law Firm can be reached at: Julie K. Camacho, Esq. CAMACHO LAW FIRM, PLLC 2525 Ridgmar Blvd., Suite 150 Fort Worth, TX 76116 Tel: (817) 731-2500 About I Gotcha, Inc. I Gotcha, Inc., is a privately-held company in Weatherford, Texas, that owns and operates adult entertainment clubs. I Gotcha sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-44576) on Nov. 20, 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 Mark X. Mullin. The Debtor tapped Sheils Winnubst, P.C. as its legal counsel. Camacho Law Firm, PLLC, as special counsel. INDUSTRIAL LAB: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Industrial Lab Analysis, Inc. as of Feb. 26, according to a court docket. About Industrial Lab Analysis Industrial Lab Analysis, Inc. was incorporated in 1982. The incorporation was of an existing business which had been operating for many years. Its primary business is and has been the testing of water samples primarily for coal mines but also for other entities to assist in assuring compliance with environmental laws. Industrial Lab Analysis, Inc., sought Chapter 11 protection (Bankr. N.D. W.Va. Case No. 18-01161) on Dec. 26, 2018. The Debtor tapped Thomas McK. Hazlett, Esq., at Hanlon, Estadt, McCormick & Schramm, as its counsel. INTEGRATED DYNAMIC: Hires FisherBroyles as Special Counsel ---------------------------------------------------------- Integrated Dynamic Solutions, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ FisherBroyles, LLP, as special litigation counsel to the Debtor. Integrated Dynamic requires FisherBroyles to provide legal services and represent the Debtor in the pending case captioned as Integrated Dynamic Solutions, Inc. v. Automated Systems America, Inc., Case No. EC065113, with the Los Angeles Superior Court, California, to enforce a contract for the revenue sharing against one of its clients, Automated Systems America, Inc. FisherBroyles will be paid a contingency fee of 25% of any monetary settlement, monies, judgment, collection, and payment, received by the Debtor from Automated Systems, as a result of the Firm's representation. Rob L. Phillips, partner of FisherBroyles, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. FisherBroyles can be reached at: Rob L. Phillips, Esq. FISHERBROYLES, LLP 5670 Wilshire Blvd., Suite 1800? Los Angeles, CA 90036 Tel: (702) 518 1239 E-mail: rob.phillips@fisherbroyles.com About Integrated Dynamic Founded in 1995, Integrated Dynamic Solutions, Inc. -- http://www.idspage.com/-- is a Microsoft Certified Partner specializing in custom software development, database design, and systems integration. It offers a full range of services from office automation, database design, e-commerce, custom software development and prototyping to wireless solutions, web-based programming, Facilities Management Information Systems, and simulation modeling. Integrated Dynamic Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11379) on Aug. 22, 2018. On Aug. 24, 2018, the case was transferred from the Northern Division to the San Fernando Valley Division, and was assigned Case No. 18-12156. In the petition signed by CEO Nasrolla Gashtili, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Victoria S. Kaufman oversees the case. The Debtor tapped The Law Offices of David A. Tilem as its legal counsel. FisherBroyles, LLP, as special litigation counsel. The Office of the U.S. Trustee on Sept. 21, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. JONES LEASE PROPERTIES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of J.P. Apartments Cooperative, Jones Lease Properties, LLC and J.P. Rentals, LLC as of Feb. 25, according to a court docket. About J.P. Apartments JP Rentals, LLC and Jones Lease Properties, LLC are a locally owned and operated rental property companies serving the Quad Cities and surrounding areas. As the source for rental living, they offer a wide variety of rental properties including apartment complexes, single family homes, townhomes, and duplexes. J.P. Apartments Cooperative, Jones Lease Properties, and J.P. Rentals, LLC filed their voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case Nos. 18-02566, 18-02568, and 18-02569, respectively) on Nov. 26, 2018. In January 2019, the cases were transferred to the U.S. Bankruptcy Court for the Central District of Illinois and were assigned new case numbers (Case No. 19-80013 for J.P. Apartments; Case No. 19-80014 for Jones Lease; and Case No. 19-80015 for J.P. Rentals). In the petitions signed by Erik R. Jones, director, J.P. Apartments disclosed $4,765,888 in total assets and $4,689,693 in liabilities. The Debtors tapped Bradshaw, Fowler, Proctor & Fairgrave PC as their legal counsel; and GlassRatner Advisory & Capital Group, LLC as their financial advisor and investment banker. KENNY STRANGE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Kenny Strange Electric, Inc. as of Feb. 26, according to a court docket. About Kenny Strange Electric Inc. Kenny Strange Electric, Inc. provides electrical work and services. It was founded in 2004 and is based in Panama City, Florida. Kenny Strange Electric sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-50012) on January 23, 2019. At the time of the filing, the Debtor disclosed $2,405,817 in assets and $790,920 in liabilities. The case has been assigned to Judge Karen K. Specie. The Debtor tapped David Jennis, P.A. as its legal counsel. KING'S PEAK ENERGY: Seeks OK on Agreed 16th Cash Collateral Use --------------------------------------------------------------- King's Peak Energy, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado its Sixteenth Agreed Motion on Use of Cash Collateral. The Debtor and Macquarie are in agreement concerning Debtor's use of cash collateral through Feb. 28, 2019 pursuant to the budget. Macquarie is the only party with an interest in cash collateral. The proposed cash collateral budget provides total expense in the aggregate sum of $62,000 for the month of February 2019. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/cob17-16046-593.pdf About King's Peak Energy King's Peak Energy, LLC, is a corporation entity based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. The Debtor filed a Chapter 11 petition (Bankr. D. Colo Case No. 17-16046) on June 29, 2017. In the petition signed by Fred Soliz, manager/member, the Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Elizabeth E. Brown oversees the case. Andrew D. Johnson, Esq. and Christian C. Onsager, Esq., of Onsager Fletcher Johnson LLC, serve as the Debtor's counsel. Meagher Energy Advisors, Inc., has been tapped as broker. KPH CONSTRUCTION: Seeks to Hire DeMarb Brophy as Counsel -------------------------------------------------------- KPH Construction, Corp., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ DeMarb Brophy LLC as counsel to the Debtors. KPH Construction requires DeMarb Brophy to: a. advise and assist Debtors with respect to their duties, authority, and powers under the Code; b. advise Debtors on the conduct of their respective Chapter 11 proceedings, including the legal and administrative requirements of operating in Chapter 11; c. attend meetings and negotiate with representatives of the creditors, prospective purchasers, and other parties in interest; d. prepare pleadings in connection with their Chapter 11 proceedings, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; e. appear before the Court to represent the interest of the Debtors' estates; f. perform all other necessary or appropriate legal services for the Debtors in connection with the prosecution of these Chapter 11 proceedings, including (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; (iii) advising the Debtors on the sale of the Debtors' assets, and other Transactional and litigation matters; and (iv) advising Debtors on and preparing a plan of reorganization. DeMarb Brophy will be paid at these hourly rates: Attorneys $200 to $420 Paraprofessionals $120 Prior to the petition date, DeMarb Brophy was holding a pre-petition advanced fee deposit of $5,618.29. DeMarb Brophy will also be reimbursed for reasonable out-of-pocket expenses incurred. Rebecca R. DeMarb, partner of DeMarb Brophy LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. DeMarb Brophy can be reached at: Rebecca DeMarb, Esq. DEMARB BROPHY LLC East Washington Avenue & Capitol Square P.O. Box 631 Madison, WI 53701 Tel: (608) 310-5500 Fax: (608) 310-5525 E-mail: rdemarb@demarb-brophy.com About KPH Construction Founded in 1999, KPH Construction, KPH Environmental and KHP Services are providers of commercial construction services. Triple H is a holding company. Keith P. Harenda is the sole member and manager of Triple H, and the sole shareholder and president of KPH Construction and KPH Environmental. Harenda is the manager of KPH Services. The companies collectively employ approximately 30 people in the operations of their construction business at projects throughout Wisconsin. KPH Construction Corp., based in Milwaukee, WI, filed a Chapter 11 petition (Bankr. E.D. Wis. Lead Case No. 19-20939) on Feb. 6, 2019. In the petition signed by Keith P. Harenda, president, debtor KPH Construction Corp. estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Beth E. Hanan oversees the case. Evan P. Schmit, Esq. at Kerkman & Dunn, and Rebecca R. DeMarb, of DeMarb Brophy LLC, serve as bankruptcy counsel. LAKOTA INC: May Use Cash Collateral on Interim Basis Until March 1 ------------------------------------------------------------------ The Hon. Katherine A. Constantine of the U.S. Bankruptcy Court for the District of Minnesota has issued an order authorizing Lakota, Inc.'s interim use of cash collateral, in which Kensington Bank and First Community Bank have an interest, through March 1, 2019. A continued preliminary hearing on the Debtor's Cash Collateral Motion is scheduled for March 1 at 10:00 a.m. The Debtor's use of cash collateral is subject to the following terms: (a) The Debtor may use cash to pay ordinary and necessary business as provided for in the Budget attached to the Motion in an amount not to exceed $10,000. (b) The Debtor will grant Kensington Bank and First Community Bank replacement liens, to the extent of the Debtor's use of cash collateral, in post-petition inventory, accounts, equipment, and general intangibles, with such lien being of the same priority, dignity, and effect as their respective pre-petition liens. The property that is subject to the replacement liens will not include any rights or causes of action under chapter 5 of the Bankruptcy Code or the proceeds thereof. (c) The Debtor will carry insurance on its assets. (d) The Debtor will provide Kensington Bank and First Community Bank with such reports and documents as they may reasonably request. (e) The Debtor will afford Kensington Bank and First Community Bank the right to inspect the Debtor's books and records and the right to inspect and appraise any part of their collateral at any time during normal operating hours and upon reasonable notice to the Debtor and its attorneys. The Debtor's permitted use of cash collateral will cease if: (i) the Debtor defaults in performance of any obligation herein; (ii) Kensington Bank or First Community Bank gives notice of such default to the Debtor and its counsel; and (iii) such default is not cured within seven business days from the date of receipt of the notice. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/mnb19-40377-9.pdf About Lakota, Inc. Lakota, Inc., d/b/a Badboyscustom -- http://www.badboyscustom.com/ -- is in the business of selling, maintaining, repairing, and altering motorcycles. Badboyscustom also offers a plethora of services including storage, trailer rentals, RV and camper rentals, small engine service, motorcycle sales, repair, and upgrades. Lakota filed a Chapter 11 petition (Bankr. D. Minn. Case No. 19-40377) on Feb. 12, 2019. In the petition signed by CEO Natalya Z. Kelly, Lakota estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Katherine A. Constantine. Lakota is represented by Joel D. Nesset, Esq. at Cozen O'Connor. LAKOTA INC: Seeks to Hire Cozen O'Connor as Counsel --------------------------------------------------- Lakota, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Cozen O'Connor, as counsel to the Debtor. Lakota, Inc. requires Cozen O'Connor to: a. advise the Debtor with respect to its powers and duties as debtor in possession; b. communicate with the Office of the U.S. Trustee, creditors, and other parties-in-interest; c. represent the Debtor in proceedings arising under the Bankruptcy Code or arising in or related to the bankruptcy case; d. represent the Debtor at the meeting of creditors and such other meetings and as may be convened in the course of the bankruptcy case; and e. assist in the formulation and confirmation of a plan of reorganization. Cozen O'Connor will be paid at these hourly rates: Attorneys $515 Paralegals $235 On Sept. 17, 2018, the Debtor paid Cozen O'Connor a retainer in the amount of $500, and on Oct. 24, 2018 paid an additional $25,000. On Feb. 11, 2019, the Debtor paid another $30,000 as retainer. After deducting fees and expenses, and payment of the $1,717 filing fee, the balance of the funds held on retainer is $34,603.50. Cozen O'Connor will also be reimbursed for reasonable out-of-pocket expenses incurred. Joel D. Nesset, partner of Cozen O'Connor, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Cozen O'Connor can be reached at: Joel D. Nesset, Esq. COZEN O'CONNOR 33 S. 6th St, Suite 3800 Minneapolis, MN 55402 Tel: (612) 260-9007 Fax: 612-260-9080 E-mail: jnesset@cozen.com About Lakota, Inc. Lakota, Inc. d/b/a Badboyscustom -- http://www.badboyscustom.com/ -- is in the business of selling, maintaining, repairing, and altering motorcycles. Badboyscustom also offers a plethora of services including storage, trailer rentals, RV and camper rentals, small engine service, motorcycle sales, repair, and upgrades. Lakota, Inc., based in Cokato, MN, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 19-40377) on Feb. 12, 2019. In the petition signed by CEO Natalya Z. Kelly, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Katherine A. Constantine oversees the case. Joel D. Nesset, Esq., at Cozen O'Connor, serves as bankruptcy counsel. LE-MAR HOLDINGS: 14th Interim Cash Collateral Order Entered ----------------------------------------------------------- The Hon. Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas has entered his fourteenth order authorizing Le-Mar Holdings, Inc., and its affiliated debtors to use all collections received from the USPS up to and including up to and including Feb. 28, 2019 in accordance with the Interim Budget. Mobilization is granted with a valid, perfected, and enforceable replacement first priority security interest in the postpetition accounts receivable due to the Debtors from the USPS but only to the extent Mobilization has a valid, perfected first position security interest, in the Debtors' accounts receivable from the USPS. To the extent the City has a valid, perfected second priority security interest in the Debtors' accounts receivable from the USPS, City is granted with a valid, perfected, and enforceable replacement second priority security interest in the post-petition accounts receivable due to the Debtors from the USPS. The Debtors will provide to counsel for Mobilization, City, Ryder, and the Official Committee of Unsecured Creditors an operating report (comparing the Debtors' budgeted expenses with its actual paid expenses up to the day before the operating report is due to Mobilization, City, Ryder, and the Committee) on or before Feb. 25, 2019. In addition, the Debtors will file and serve a proposed Fifteenth Interim Budget on or before Feb. 22, 2019 at 5:00 p.m. The Fifteenth Interim Hearing on the Cash Collateral Motion is set on Feb. 27, 2019, at 2:00 p.m. Objections to the Debtors' further use of cash collateral are due no later Feb. 25 at 5:00 p.m. A full-text copy of the Fourteenth Cash Collateral Order is available at: http://bankrupt.com/misc/txnb17-50234-868.pdf About Le-Mar Holdings Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc., and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. In the petitions signed by Chuck Edwards, its president, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and Underwood Perkins, P.C., as local counsel. Ogletree Deakins Nash Smoak & Steward, P.C., is special counsel. The Official Committee of Unsecured Creditors formed in the case retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel. LUMIERE GROUP: Seeks to Hire Blanchard Law as Attorney ------------------------------------------------------ Lumiere Group, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Blanchard Law, P.A., as attorney to the Debtor. Lumiere Group requires Blanchard Law to: a. give the Debtor legal advice with respect to its powers and duties as Debtor and as debtor-in-possession in the continued operation of its business and management of its property; b. prepare necessary applications, answers, orders, reports, complaints, and other legal papers and appear at hearings thereon; and c. perform all other legal services for the Debtor as Debtor- in-Possession which may be necessary herein, and it is necessary for the Debtor as debtor-in-possession to employ this attorney for such professional services. Blanchard Law will be paid at these hourly rates: Attorneys $250 to $275 Associates $90 Blanchard Law will be paid a retainer in the amount of $7,000, exclusive of filing fee. Blanchard Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Jake C. Blanchard, Esq., partner of Blanchard Law, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Blanchard Law can be reached at: Jake C. Blanchard, Esq. BLANCHARD LAW, P.A. 1501 Belcher Road South, Unit 2B Largo, FL 33771 Tel: (727) 531-7068 Fax: (727) 535-2086 E-mail: jake@jakeblanchardlaw.com About Lumiere Group Lumiere Group, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 8:19-bk-01123-CPM) on Feb. 12, 2019. The Debtor hired Blanchard Law, P.A., as attorney. LUXE STUDIO: Seeks to Hire Jeffrey M. Sherman as New Counsel ------------------------------------------------------------ Luxe Studio LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ the Law Offices of Jeffrey M. Sherman as its new legal counsel. Sherman will substitute for Friedman, Framme & Thrush, P.A., the firm initially hired to represent the Debtor in its Chapter 11 case. The services to be provided by the firm include the preparation and filing of a bankruptcy plan, and assisting the Debtor in negotiation to resolve disputes, claims and other matters affecting the administration of its bankruptcy estate. The firm's hourly rates are: Jeffrey M. Sherman $500 Paraprofessional $130 Jeffrey Sherman, Esq., principal in the Law Offices of Jeffrey M. Sherman, attests that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey M. Sherman, Esq. Law Offices of Jeffrey M. Sherman 1600 N. Oak Street, #1826 Arlington, VA 22209 Phone: (703) 855-7394 Email: jeffreymsherman@gmail.com About Luxe Studio LLC Luxe Studio LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 19-10074) on January 8, 2019, listing under $1 million in assets and liabilities. The case has been assigned to Judge Brian F. Kenney. The Debtor tapped Susan J. Klein, Esq., at Friedman, Framme & Thrush, P.A., as its legal counsel. MAINE TEXTILES: Hires Marcus Clegg as Bankruptcy Counsel -------------------------------------------------------- Maine Textiles International, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maine to employ Marcus Clegg, as general bankruptcy counsel to the Debtor. Maine Textiles requires Marcus Clegg to: (a) provide analysis of the Debtor's financial situation and advice and assistance to the Debtor in determining whether to file a petition under Chapter 11 of the Code; (b) prepare and file the Debtor's Petition, Schedules, Statement Of Financial Affairs, amendments to the foregoing, and all other documents and pleadings required by this Court, the Code, the Federal Rules of Bankruptcy Procedure and the Local Rules of this Court; (c) represent the Debtor at the first meeting of creditors and responses to individual creditor inquiries; (d) represent the Debtor in connection with the disposition of any of its assets; (e) develop the Debtor's plan of reorganization, analysis of the feasibility of any such plan, drafting, filing and negotiation of the plan and related disclosure statement, responses to objections to the adequacy of the disclosure statement and to confirmation of the plan; (f) review and evaluate the Debtor's executory contracts and unexpired leases, and representation of the Debtor with respect to any motions to assume or reject such contracts and leases; (g) represent the Debtor in connection with any adversary proceedings or automatic stay litigation which may be commenced in these proceedings; (h) analyze the Debtor's cash flow and business operations, advice to the Debtor regarding its responsibilities as a debtor in possession and its post-petition financial operations, negotiation of any borrowing and cash collateral stipulations which may be required, furnishing of financial information to the United States Trustee's Office and to any committee appointed pursuant to Section 1102 of the Code; (i) review and analyze various claims of the Debtor's creditors and the treatment of such claims; (j) represent the Debtor regarding post-confirmation operations and consummation of any plan of reorganization; (k) represent and advice to the Debtor with respect to general corporate matters and general business law issues; and (l) provide general representation of the Debtor during these bankruptcy proceedings. Marcus Clegg will be paid at these hourly rates: George J. Marcus $625 Jennie L. Clegg $450 David C. Johnson $345 Katherine M. Krakowka $290 Marcus Clegg will also be reimbursed for reasonable out-of-pocket expenses incurred. George J. Marcus, partner of Marcus Clegg, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Marcus Clegg can be reached at: George J. Marcus, Esq. David C. Johnson, Esq. Katherine M. Krakowka, Esq. MARCUS CLEGG One Canal Plaza, Suite 600 Portland, ME 04101 Tel: (207) 828-8000 E-mail: bankruptcy@marcusclegg.com About Maine Textiles International Maine Textiles International, LLC, operates a yarn dyeing operation located in Saco, Maine. The Company provides skein and packaging dyeing and handles tons of natural and synthetic yarn fibers a month. The Company offers color matching, as well as skeining, coning, twisting and labeling services. Visit https://mainedye.com for more information. Maine Textiles International, LLC, based in Saco, ME, filed a Chapter 11 petition (Bankr. D. Me. Case No. 19-20041) on Feb. 6, 2019. In the petition signed by Claudia Raessler, managing director, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Peter G. Cary oversees the case. George J. Marcus, Esq., David C. Johnson, Esq., and Katherine M. Krakowka, Esq., at Marcus Clegg, serves as bankruptcy counsel. MAJOR EVENTS: Files Corrected Version of Disclosure Statement ------------------------------------------------------------- Major Events Group LLC filed a corrected version of the amended disclosure statement explaining its first amended Chapter 11 plan of reorganization. CLASS 2. Secured Claim 6, Select Holding LLC, Class 3, Select Holdings LLC, is a secured claim with a mortgage on 1730 W. Indiana, St., Philadelphia, PA. The original balance on this note was due July 18, 2016; the principal balance was $45,000.00. The Debtor has recently leased the property at 1730 W. Indiana Ave., Philadelphia, PA 19132. The Debtor shall pay Select Holdings LLC $89,734.67 from the proceeds of the sale of 327 Walnut Street, Clifton Heights. That property is scheduled to be sold by the end of March 2019; Select Holdings LLC Claim 6 shall be paid in full from the proceed of the sale of this property. This class is impaired. CLASS 5. Secured Claim 7, Hard Money PA. Class 5, Hard Money PA is a secured claim with a mortgage on 327 Walnut St., Clifton heights, PA 19138. The original balance on the note is $55,000.00. The Debtor makes a $750.00 payment on this note each month; there are no arrears. The Debtor anticipates selling 327 Walnut Street as a means to fund this plan. The property is worth approximately $155,000.00 and the claim shall be paid at the closing for this property. The closing shall occur on or about March 31, 2019. The Debtor shall pay the $750.00 payment each month until closing; no additional fees are to be paid. This class is impaired. The Debtor's Plan shall be funded by the continued sale of real estate and operation of the business. A full-text copy of the Amended Disclosure Statement dated February 19, 2019, is available at https://tinyurl.com/y26phh2s from PacerMonitor.com at no charge. About Major Events Group Major Events Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11123) on Feb. 20, 2018. In the petition signed by Antoine Gardiner, president, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Eric L. Frank presides over the case. The Debtor tapped Michael P. Kutzer, Esq., as its legal counsel. MARITECH ATM: Involuntary Chapter 11 Case Summary ------------------------------------------------- Alleged Debtor: Maritech ATM, LLC 1 Pennval Road Woodbridge, NJ 07095 Business Description: Maritech ATM is family owned and operated company out of Woodbridge, New Jersey, that provides ATM services. The Company offers different plans to allow New Jersey business owners of all sizes to customize the type of ATM that will best meet their needs. Involuntary Chapter 11 Petition Date: February 26, 2019 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 19-13935 Judge: Hon. Kathryn C. Ferguson Petitioners' Counsel: Joseph L. Schwartz, Esq. RIKER DANZIG SCHERER HYLAND & PERRETTI LLP One Speedwell Avenue Morristown, New Jersey 07960 Tel: (973) 538-0800 Email: jschwartz@riker.com List of Petitioning Creditors: Name Nature of Claim Claim Amount ----------- --------------- ------------ Garry Capko $50,000 1281 9th Avenue Unit 2708 San Diego, CA 92101 Michael Capko $40,000 689 Main Blvd. Apt. 806 Jersey City, NJ 07310 Safe and Sound Armed Courier, Inc. $10,500 520 Cherry Lane Floral Park, NY 11001 A full-text copy of the Involuntary Petition is available for free at: http://bankrupt.com/misc/njb19-13935.pdf MAYFLOWER COMMUNITIES: Hires Cushman as Real Estate Broker ---------------------------------------------------------- Mayflower Communities, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Cushman & Wakefield U.S., Inc., as real estate broker to the Debtor. Mayflower Communities requires Cushman to market for sale all assets used in the Debtor's operations as a continuing care retirement community including the real property located at 1335 South Guilford Road, Carmel, Indiana 46032. Cushman will be paid as follows: (A) 1.5% and $500,000, respectively, if the solicitation process run by Cushman produces a closed transaction with any party other than Lifespace Communities, or an affiliate of Lifespace Communities; or, (B) 1.125% and $400,000, respectively, if the solicitation process run by Cushman produces a closed transaction with Lifespace Communities, or an affiliate of Lifespace Communities. Allen McMurtry, partner of Cushman & Wakefield U.S., Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Cushman can be reached at: Allen McMurtry CUSHMAN & WAKEFIELD U.S., INC. 200 W. Cesar Chavez St., Suite 250 Austin, TX 78701 Tel: (512) 474-2400 About Mayflower Communities Mayflower Communities, Inc. -- https://www.thebarringtonofcarmel.com/ -- operates The Barrington of Carmel a senior living retirement community in Carmel, Indiana. Mayflower provides nursing care, memory support, rehabilitation, retirement home, assisted living, and independent living. Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex. Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. DLA Piper LLP (US), led by Andrew Ball Zollinger and Thomas R. Califano, and Rachel Nanes, serve as counsel to the Debtor. Ankura Consulting Group, LLC, is the restructuring advisor. Larx Advisors, Inc., is the financial advisor. Cushman & Wakefield U.S., Inc., is serving as investment banker. Donlin Recano & Company, Inc., is the claims agent. MAYFLOWER COMMUNITIES: Hires Larx Advisors as Financial Advisor --------------------------------------------------------------- Mayflower Communities, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Larx Advisors, Inc., as financial advisor to the Debtor. Mayflower Communities requires Larx Advisors: (a) assist the Debtor's management implement the appropriate Accounting cut-off procedures, financial reporting and operational preparations as required for any financial restructuring process; (b) assist the Debtor's management in the completion of the Debtor's Schedules of Assets and Liabilities, Statement of Financial Affairs, and other filings required to be made to the court; (c) assist the Debtor's management in the preparation of a creditor and claims matrix; (d) assist the Debtor's management in the preparation of the Debtor's monthly operating reports; (e) assist the Debtor's management in responding to requests by parties in interest for financial and operating information; (f) attend meetings and conference calls with management, the Debtor's attorneys and other parties, as necessary; (g) as and when requested, provide accounting, financial and Operational information in respect of first day and other motions; (h) assist the Debtor's management with certain resident and Executor contract reviews; and (i) provide such other non-duplicative accounting and advisory services as directed by the Debtor. Larx Advisors will be paid at these hourly rates: Managing Director $375 to $460 Managers/Director $230 to $315 Consultants $170 to $210 Administrative/Paraprofessionals $50 Larx Advisors has received a prepetition retainer in the amount of $50,000 and payments totaling $35,509 prior to the Petition Date. As of the Petition Date, Larx Advisors holds $50,000 as a retainer. Larx Advisors will also be reimbursed for reasonable out-of-pocket expenses incurred. Todd Perry, partner of Larx Advisors, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Larx Advisors can be reached at: Todd Perry LARX ADVISORS, INC. 2600 Network Boulevard, Suite 290 Frisco, TX 75034 Tel: (972) 294-5884 About Mayflower Communities Mayflower Communities, Inc. -- https://www.thebarringtonofcarmel.com/ -- operates The Barrington of Carmel a senior living retirement community in Carmel, Indiana. Mayflower provides nursing care, memory support, rehabilitation, retirement home, assisted living, and independent living. Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex. Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. DLA Piper LLP (US), led by Andrew Ball Zollinger and Thomas R. Califano, and Rachel Nanes, serve as counsel to the Debtor. Ankura Consulting Group, LLC, is the restructuring advisor. Larx Advisors, Inc., is the financial advisor. Cushman & Wakefield U.S., INC., is serving as investment banker. Donlin Recano & Company, Inc., is the claims agent. MIKE TAMANA: Seeks Authority to Use Cash Collateral, Obtain Loan ---------------------------------------------------------------- Mike Tamana Freight Lines, LLC, requests the U.S. Bankruptcy Court for the Eastern District of California for authority to use cash collateral, first on an interim basis and then on a final basis. The Debtor further requests approval of debtor-in-possession financing negotiated with Transportation Alliance Bank Inc. (TAB). The Debtor has a prepetition factoring arrangement with TAB. Specifically, the Debtor sells substantially all of its accounts receivable to TAB for 90% of their face value. Thereafter, account debtors make payments directly to TAB. Meanwhile, the Debtor is liable for seeing that TAB is paid the full face value of such invoices. The sum of such receivables is approximately $2,016,214. The Debtor believes the following creditors may assert claims secured by its accounts receivable: (a) TAB asserts, and holds, a senior security interest against substantially all receivables and their proceeds. (b) Argus Capital Financing, LLC asserts a second-priority security interest against the Debtor's receivables to secure a claim of $260,532.51. (c) Capital LLC asserts a third-priority security interest against the Debtor's receivables to secure a claim of $118,222.16. (d) Mr. Advance LLC asserts a fourth-priority security interest against the Debtor's receivables to secure a claim of $212,196.69. (e) Global Funding Experts LLC asserts a fifth-priority security interest against the Debtor's receivables to secure a claim of $16,226.42. (f) The Debtor has not located a filed UCC financing statement for Fox Capital Group, Inc., who asserts a claim of $614,071. Accordingly, any lien asserted by Fox Capital appears to be avoidable pursuant to Bankruptcy Code Section 544. The Debtor contends that for any pre-petition receivables that may be sold to TAB post-petition, TAB already holds a senior security interest therein to secure a claim that is greater than the outstanding receivables. In fact, the receivables to be sold to TAB are not themselves cash collateral. In other words, any claims held by the aforesaid merchant-advance lenders are wholly unsecured. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/caeb19-90122-21.pdf About Mike Tamana Freight Mike Tamana Freight Lines, LLC -- http://miketamana.com/-- is a family owned company that specializes in the transportation of temperature controlled and dry freight with truck load service throughout the United States, mainly servicing the lanes in California, Oregon, Washington, Utah, Indiana, Nevada, Arizona, New Mexico, and Texas. Mike Tamana Freight Lines owns and operates a fleet of over 75 sleeper cabs and five day cabs trucks and 110 refrigerated trailers. Mike Tamana Freight Lines filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-90122), on February 8, 2019. The petition was signed by Amanjot Tamana, president and manager. The case is assigned to Judge Ronald H. Sargis. The Debtor is represented by Reno F.R. Fernandez, III, Esq. at MacDonald Fernandez LLP. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $10 million to $50 million in estimated liabilities. MILFORD REGIONAL: S&P Cuts Bond Ratings to BB+, Outlook Stable -------------------------------------------------------------- S&P Global Ratings lowered its rating on Massachusetts Development Finance Agency's series 2014F and 2007E bonds, issued for Milford Regional Medical Center (Milford) to 'BB+' from 'BBB-' and said the outlook is stable. The downgrade reflects Milford's decline in unrestricted reserves in fiscal 2018 and additional debt issuance in February 2019 that brought days' cash on hand and cash-to-debt metrics to a level S&P no longer considers commensurate with the 'BBB-' rating level. "The downgrade also reflects Milford's history of somewhat volatile operating performance that does not always meet budgeted expectations and our belief that the organization's balance sheet provides very little cushion for future operational issues," said S&P Global Ratings credit analyst Elizabeth Bachelder. Milford's solid market position, bolstered by generally positive volume and revenue trends as well as its good geographic niche between Worcester and Boston, supports the rating. These enterprise strengths, as well as positive first-quarter fiscal 2019 results, factored into S&P's decision to incorporate a positive holistic adjustment into the rating. "The stable outlook reflects our expectation that over the one-year outlook period Milford will maintain its good business position as it weathers this near-term period of heightened capital spending," S&P said. Small operating losses can be absorbed at the current rating level as long as unrestricted reserves do not become much further diluted and there is no significant additional debt issuance, according to S&P. "We could consider a lower rating during the one-year outlook period if Milford has a material decline in unrestricted reserves, or if it falls significantly short of its operating projections. A sizable new debt issuance would also pressure the rating," S&P said. "While we do not expect it, any deterioration in Milford's competitive position would also strain the rating." S&P said it could consider a positive outlook or higher rating over time if Milford can generate a steady trend of positive performance and significantly build and maintain its balance sheet such that days' cash on hand and unrestricted reserves to long-term debt are in line with those of higher-rated peers. MOOG INC: Moody's Affirms 'Ba2' CFR & 'Ba3' Sr. Unsecured Rating ---------------------------------------------------------------- Moody's Investors Service has affirmed all ratings of Moog Inc. including the corporate family rating of Ba2 and the senior unsecured rating of Ba3. The rating outlook continues to be stable. Outlook Actions: Issuer: Moog Inc. - Outlook, Remains Stable Affirmations: Issuer: Moog Inc. - Probability of Default Rating, Affirmed Ba2-PD - Speculative Grade Liquidity Rating, Affirmed SGL-2 - Corporate Family Rating, Affirmed Ba2 - Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5) RATINGS RATIONALE The ratings anticipate continuation of Moog's established financial policies balancing interests of shareholders and debt holders and high quality engineering culture with annual R&D of about $140 million, and also a relatively moderate operating profit margin of around 11% (Moody's adjusted basis). With US defense/space system modernization underway, and new commercial aircraft model build rates ramping, Moog's mid-tier position as a designer/manufacturer of precision motion control subsystems provides a favorable framework for steady and predictable revenue over 2019-2021. Core business growth for the next two to three years, that could be 4% to 5% per annum, may encourage higher R&D and/or acquisition spending than Moog has historically undertaken. Longer term, higher rates of robotic automation within industrial processes and development of unmanned defense equipment should bode well for designers and manufactures of actuator based products such as Moog. However many companies are aggressively pursuing innovation projects within these end markets and development activities do not necessarily result in large production orders. Moog's ability to efficiently deploy its engineering staff to realize the most fruitful R&D opportunities may present the company's greatest executional challenge over the next few years. If no acquisitions occur, credit metrics will probably become strong for the rating near term. Leverage of high 2x at December 31, 2018 could decline to low 2x, free cash flow of almost 12% could reach 14%. But Moody's does not expect the condition to last for long as M&A and/or stock repurchases will or may take metrics back to more normative levels. In addition to a good operating environment expected, the ownership structure historically tempered Moog's risk tolerance and should continue doing so. The B common equity class, held by insiders and the company retirement savings plan, comprises almost 45% of stock voting control. The B common equity class holders also elect six of the eight member board of directors. The ownership structure likely limits Moog's attractiveness to activist investors. The management bonus incentive plan does however emphasize EPS growth which probably raises the likelihood of stock repurchase activity, should income growth ebb. The commencement of a dividend in 2018 and decision to maintain a lower cash balance were unfavorable. Historically Moog carried more than $300 million cash but following US tax reform in 2018, cash will be carried below $100 million, with most of it held overseas to support foreign operational needs. In the fiscal year ending September 30, 2019 the scheduled dividend will require $36 million versus cash flow from operations less capital spending of about $160 million. The scheduled dividend payment will increase the reliance on debt for M&A. The speculative grade liquidity rating of SGL-2, denoting a good liquidity profile, has been affirmed. Free cash flow generation of about $125 million annually, with good covenant headroom and borrowing availability under the company's revolving credit facility, help support the profile. The rating outlook is stable in recognition of the good liquidity profile and the likelihood of financial and credit metrics remaining supportive. The Ba3 rating of the $300 million 5.25% senior notes due December 2022, one notch below the Ba2 CFR, reflects the effectively senior $1.1 billion secured revolver and a $130 million accounts receivable securitization program. The effectively senior debts would recover well in a stress scenario while the notes would recover less favorably. Upward rating momentum would heavily depend on how well Moog's engineering capabilities translate into contracts/products that add scale and market prominence. Operating profit margin closer to 12%, leverage of mid 2x sustained, and a good liquidity profile would be positive rating contributors. Downward rating pressure would mount with leverage in excess of 4x for an extended period, annual free cash flow below $75 million, or a weakening liquidity profile. The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. Moog Inc., headquartered in East Aurora, NY, is a designer and manufacturer of high performance precision motion and fluid controls and control systems for the commercial aerospace, defense, industrial and medical markets. Moog reported FY2018 revenues (FYE 9/30) of approximately $2.7 billion. MULTI-COLOR CORP: Moody's Reviews Ba3 CFR for Downgrade ------------------------------------------------------- Moody's Investors Service placed the Ba3 corporate family rating, Ba3-PD probability of default rating, and all instrument ratings of Multi-Color Corporation under review for downgrade. The review follows the announcement that Platinum Equity LLC, through a merger with its portfolio company, W/S Packaging Holdings, Inc., agreed to acquire Multi-Color Corporation. Under the terms of the agreement, which has been unanimously approved by Multi-Color Corporation's Board of Directors, Multi-Color Corporation shareholders will receive $50.00 in cash for each share of common stock they own, in a transaction valued at $2.5 billion including the assumption of $1.5 billion of debt. Upon consummation of the transaction, Multi-Color Corporation will become a wholly owned subsidiary of W/S Packaging Holdings, Inc. The transaction is subject to customary closing conditions, including shareholder approval, and is expected to close during the third calendar quarter of 2019. Both companies manufacture labels and operate in many of the same end markets. On Review for Downgrade: Issuer: Multi-Color Corporation - Probability of Default Rating, currently Ba3-PD - Corporate Family Rating, currently Ba3 - Senior Secured Bank Credit Facility, currently Ba2 (LGD2) - Senior Unsecured Notes, currently B2 (LGD5) Remains Unchanged Issuer: Multi-Color Corporation - Speculative Grade Liquidity Rating, currently SGL-2 Outlook Actions: Issuer: Multi-Color Corporation - Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for downgrade reflects the potential additional debt from the proposed merger and both company's elevated credit metrics. Both company's credit metrics remain elevated following their respective most recent transactions. Additionally, the proposed merger is likely to include some debt financing which would cause further deterioration in credit metrics. The ultimate impact on the rating will depend upon the terms of the final deal, the final capital structure and the projected plan to reduce debt and improve credit metrics. The ratings could potentially be downgraded more than one notch depending upon the ultimate financing and terms of the deal given the current credit metrics and size of the proposed merger. Strengths in Multi-Color Corporation's (MCC) credit profile include its scale relative to competitors in the highly-fragmented label industry, significant exposure to the food and beverage end market, and geographic diversity. The rating also reflects the company's long term relationships with blue-chip customers and exposure to faster growing emerging markets. Challenges in MCC's credit profile include concentration of sales, lengthy lags in contractual cost pass-throughs and the fragmented and competitive industry structure. MCC generates approximately 49% of revenue from its top ten customers. Lags for the company's contractual cost pass-throughs are lengthy and not all costs are passed through. The company operates in a fragmented and competitive industry with significant price competition. Multi-Color Corporation is a publicly-traded global label producer serving end markets including home & personal care, wine & spirit, food & beverage, healthcare, and specialty consumer products. Headquartered in Cincinnati, Ohio, the company generated revenue of $1.7 billion for the twelve months ended December 31, 2018. Headquartered in Green Bay, WI, W/S Packaging Holdings, Inc. is a provider of pressure sensitive labels, flexible film packaging and other packaging solutions for the food and beverage, health and beauty, and consumer products markets. Approximately 96% of the company's revenue is generated in the US with the remainder primarily from Canada, Europe and Mexico. W/S Packaging generates approximately 70% of sales from pressure sensitive labels. Paper is the primary substrate. Revenue for the twelve months ended September 30, 2018 was approximately $432 million. W/S has been a portfolio company of Platinum Equity since 2017. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. NEIGHBORS LEGACY: Modifies Treatment of Other Secured Claims ------------------------------------------------------------ Neighbors Legacy Holdings, Inc., et al., filed a second amended disclosure statement explaining their joint plan of liquidation to modify the treatment of other secured claims from impaired to unimpaired. Class 2: Other Secured Claims. Except to the extent that a Holder of an Allowed Other Secured Claim and the Debtors or the Liquidating Trustee agree to a less favorable treatment, in full and final satisfaction, compromise, settlement, and release of and in exchange for each Allowed Other Secured Claim, each such Holder shall receive either (i) Cash from the Liquidating Trust Cash in an amount equal to the proceeds of the collateral securing such Holder???s Allowed Other Secured Claim after satisfaction in full of all superior liens up to the Allowed Amount of the Allowed Other Secured Claim; or (ii) to the extent the amount of an Allowed Other Secured Claim is greater than the value of the collateral securing such Allowed Other Secured Claim and there are no Liens on such collateral senior to the Lien held by or for the benefit of the Holder of such Allowed Other Secured Claim, solely the collateral securing such Allowed Other Secured Claim in full and final satisfaction of such Claim. For the avoidance of doubt, Holders of Class 2 Allowed Other Secured Claims shall not be entitled to any claim or recovery against the Unsecured Creditor Trust, the Unsecured Creditor Trust Assets or the Unsecured Creditor Trust Cash. To address their working capital needs and fund their chapter 11 efforts, the Debtors required the use of cash that is subject to liens granted in favor of the Prepetition Agent under the DIP Credit Agreement. Deadline to vote to accept or reject the Plan and to object to confirmation of the Plan is 5:00 p.m. (Prevailing Central Time) on March 20, 2019. Confirmation Hearing is 9:30 a.m. (Prevailing Central Time) on March 22, 2019. A full-text copy of the Disclosure Statement dated February 20, 2019, is available at: http://bankrupt.com/misc/txsb19-1833836-773.pdf About Neighbors Legacy Holdings Neighbors Legacy Holdings -- http://www.neighborshealth.com/-- and its subsidiaries currently operate 22 freestanding emergency centers throughout the State of Texas, including in the greater Houston area, South Texas, El Paso, the Golden Triangle, the Panhandle, and the Permian B sin. The Emergency Centers are designed to offer an attractive alternative to traditional hospital emergency rooms by reducing wait times, providing better working conditions for physicians and staff, and giving patient care the highest possible priority. The Debtors were founded in Houston in 2008 by nine emergency room physicians. EDMG, LLC, Neighbors Legacy Holdings and several affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-33836) on July 12, 2018. In the petition signed by Chad J. Shandler, its chief restructuring officer, the Debtor disclosed less than $50,000 in assets and less than $50,000 in liabilities. Shandler is with CohnReznick LLP. Judge Marvin Isgur presides over the cases. John F Higgins, IV, Esq., at Porter Hedges LLP, serves as counsel to the Debtors. They hired Houlihan Lokey Capital, Inc., as investment bankers. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on July 23, 2018. The committee has hired Cole Schotz P.C. as its legal counsel. NEW FORTRESS: S&P Assigns 'B' Long-Term ICR, Outlook Stable ----------------------------------------------------------- S&P Global Ratings assigned its 'B' long-term issuer credit rating to New York-based New Fortress Energy LLC and the company's operating subsidiary NFE Atlantic Holdings LLC. At the same time, S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to NFE's $750 million term loan. New Fortress is a new entrant into the smaller, distributed liquefied natural gas (LNG) developer space. It focuses on providing natural gas-based energy solutions via LNG to markets that otherwise would not have access to natural gas. Moreover, the company targets locations whose overall need for gas renders it impractical to access LNG. A significant competitive advantage that supports New Fortress' business risk is the company's sourcing of feedstock gas from the low-cost, high-growth Marcellus basin. The gas' stranded nature renders it cheaper than that from more-accessible locations. "The stable outlook reflects our view that NFE will execute on its buildout of liquefaction infrastructure in the highly cost-competitive Marcellus basin as well as various downstream projects," S&P said. "We expect volume throughput and EBITDA to increase as the projects under construction enter service and are supported by additional long-term fixed-fee and take-or-pay contracts." Under its base-case scenario, S&P expects debt-to-EBITDA to decline to below 5x in 2020, mainly driven by the additional cash flows from the commissioning of projects under development. "We could consider lowering the rating if we expect debt-to-EBITDA to stay above 5x by 2020, which would likely be due to lower-than-expected volumes when facilities enter service or increased debt to finance the capital spending," S&P said. "In addition, if we believe delays or cost overruns at the projects currently under construction will prolong the time when the company can delever using cash flows from the new facilities, we could lower the rating." Although not anticipated over its two-year outlook period, S&P said it could raise the rating if it sees an increase in the operations' scale and scope, improved diversity by commodity-type and geography, and the addition of investment grade counterparties. S&P could also raise the rating if debt-to-EBITDA declines to and stays below 4x, which would likely be due to higher-than-expected volumes when the facilities under development enter service. OUTERSTUFF LLC: S&P Cuts ICR to B-, Rating on CreditWatch Negative ------------------------------------------------------------------ U.S. youth sports apparel manufacturer Outerstuff LLC has not yet renewed its $100 million asset-based lending (ABL) facility which matures in June 2019, pressuring the company's liquidity position. S&P Global Ratings believes there is a risk that it will be unable to do so due to recent operating underperformance and high leverage. S&P Global Ratings on Feb. 26 lowered its issuer credit rating on Outerstuff to 'B-' from 'B' and placed the rating on CreditWatch with negative implications. At the same time, S&P lowered its issue-level rating on the company's ABL facility to 'BB-' from 'BB' and its issue-level rating on the term loan to 'B-' from 'B'. Higher risk of unsuccessful ABL renewal, possibly caused by EBITDA underperformance and high leverage. The downgrade and CreditWatch placement primarily reflect Outerstuff's deteriorating liquidity position given that its ABL revolver is current and will mature in June 2019, according to S&P. S&P believes the company faces elevated risk that it will be unable to renew the facility with satisfactory terms before its maturity date. "It is our understanding that the company has been in well-advanced discussions with lenders to renew the facility. However, in our view the company's decision to not prioritize the ABL renewal further in advance of its maturity demonstrates a risk appetite that is inconsistent with our previous 'B' rating," S&P said. In addition, the delay suggests that Outerstuff may be facing difficulty in renewing the ABL with satisfactory terms given its recent operating underperformance and high leverage, according to S&P. The company typically uses the facility to fund seasonal working capital investment and for other general corporate purposes. S&P said that without the ABL, it believes Outerstuff would not have sufficient liquidity to fund its operations, which would render its capital structure unsustainable. Although the company's EBITDA has underperformed S&P's forecast and the company's free cash flow is negative, S&P expects the company will ultimately succeed in renewing the ABL given that its revenue is growing and its EBITDA interest coverage is relatively good for the 'B-' rating. However, the shortened timeline exposes the company to market risks and volatility that could delay a renewal beyond the expiration of the existing facility, which would severely challenge Outerstuff's liquidity, according to S&P. "The CreditWatch negative placement reflects that we could lower our rating on Outerstuff if the company is unable to renew the ABL over the next 1-2 months," S&P said. "Without the ABL, we believe Outerstuff would not have sufficient liquidity to fund its operations, which would render its capital structure unsustainable." If the company successfully renews its ABL in the next few months, S&P said it would likely affirm its 'B-' issuer credit rating and remove it from CreditWatch. PARIS MANAGEMENT: Unsecured Creditor to Get $2,500 Under Plan ------------------------------------------------------------- Paris Management, LLC, filed a Chapter 11 plan of reorganization and accompanying disclosure statement. Class 6: Prepetition General Unsecured Creditors. There is one general unsecured creditors that is owed a total of $2,500.00. This class will receive a dividend of 100% for a total of $2,500.00. This claims hall begin receiving payments sixty days after the Effective Date. Class 2: The Prepetition Secured Claim of First Security Bank. First Security Bank holds a prepetition secured claim on the Debtor???s real property known as 2669 Tangbourne Drive, Memphis, Shelby County, Tennessee. The total amount owed Class 2 is $145,000.00. This claim shall be fully secured with 6.0% interest and a monthly payment of $938.00. Class 3: The Prepetition Secured Claim of Lending Home Funding. Lending Home Funding holds a prepetition secured a prepetition secured claim in the form of a deed of trust on the Debtor???s real property known as 283 Bellevue avenue, Memphis, Shelby County, Tennessee in the amount of $138,000.00. This claim shall be fully secured with 6.0% interest and a payment of $888.68. Class 4: Prepetition Secured Tax Claim of Shelby County Trustee: The Shelby County Trustee holds a prepetition secured tax claim for delinquent property taxes and is secured by the Debtor???s real property in the amount of $4,000.00. This claim shall be fully secured at 12% interest and a monthly payment of $77.33. Class 5: Prepetition Secured Tax Debt of The City of Memphis: The City of Memphis holds a prepetition secured tax claim for delinquent property taxes and is secured by the Debtor???s real property in the amount of $3,000.00. This claim shall be fully secured at 12% interest and a monthly payment of $57.99. Funds needed to make cash payments on the effective date on account of allowed administrative claims, under the Plan will come from the rental income of the Debtor. A full-text copy of the Disclosure Statement dated February 20, 2019, is available at https://tinyurl.com/y6cay5he from PacerMonitor.com at no charge. About Paris Management Paris Management, LLC, is a Mississippi limited liability company doing business in Shelby County, Tennessee. All of its assets are located in Shelby County, Tennessee. Paris Management sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-20957) on Feb. 1, 2019. The case is assigned to Judge Paulette J. Delk. John Dunlap, Esq., from Memphis, Tennessee, is serving as the Debtor's counsel. PERFECT BROW ART: Committee Hires Sugar Felsenthal as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Perfect Brow Art, Inc. and its debtor-affiliates seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Sugar Felsenthal Grais & Helsinger LLP as its legal counsel. The firm will advise the committee of its duties under the Bankruptcy Code; represent the committee in negotiations; investigate the Debtors' assets and pre-bankruptcy conduct; advise the committee regarding the terms of any proposed asset sale or bankruptcy plan; investigate the validity of liens asserted against the Debtors' assets; and provide other legal services in connection with the Debtors' Chapter 11 cases. The firm's hourly rates are: Senior Partners $890 Associates $295 Paraprofessional $90 - $320 2019 Rate Adjusted Rate --------- ------------- Jonathan P. Friedland Senior Partner $890 $545 Mark S. Melickian Senior Partner $830 $545 Elizabeth B. Vandesteeg Partner $750 $545 Michael A. Brandess Partner $575 $440 Jonathan Friedland, Esq., a partner at Sugar Felsenthal, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan P. Friedland, Esq. Elizabeth B. Vandesteeg, Esq. Michael A. Brandess, Esq. Sugar Felsenthal Grais & Helsinger LLP 30 N. LaSalle St., Ste. 3000 Chicago, IL 60602 Tel: 312-704-9400 Fax: 312-372-7951 About Perfect Brow Art Perfect Brow Art, Inc., a company based in Highland Park, Illinois, and certain of its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 19-01811) on Jan. 22, 2019. In the petitions signed by Elizabeth Porikos-Gorgees, president and sole shareholder, Perfect Brow Art estimated $1 million to $10 million in both assets and liabilities while its affiliate P.B. Art Franchise estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Carol A. Doyle oversees the case. The Debtors tapped Goldstein & McClintock LLLP as their bankruptcy counsel, and Stretto as their claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 13, 2019. PHOEBEN INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Phoeben, Inc. dba Armenta 10601 S.Sam Houston Pkwy Ste. 100 Houston, TX 77071 Business Description: Phoeben, Inc., based in Houston, Texas, is manufacturer of bracelets, rings, necklaces, enhancers, earrings, and handbags. For more information, visit https://www.armentacollection.com. Chapter 11 Petition Date: February 26, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-31000 Judge: Hon. Jeffrey P Norman Debtor's Counsel: Erin E. Jones, Esq. JONES MURRAY & BEATTY LLP 4119 Montrose Blvd, Suite 230 Houston, TX 77006 Tel: 832-529-1999 Fax: 832-529-3393 Email: erin@jmbllp.com - and - Christopher R. Murray, Esq. JONES MURRAY & BEATTY LLP 4119 Montrose Blvd., Ste. 230 Houston, TX 77006 Tel: 832-529-3027 Fax: 832-529-3393 Email: christopher.murray@jmbllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Emily Armenta, chief executive officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-31000_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb19-31000.pdf PROHEALTH RURAL HEALTH: Seeks Authorization on Cash Collateral Use ------------------------------------------------------------------ Prohealth Rural Health Services, Inc., requests the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize the immediate use of cash which is claimed to be the collateral of First Tennessee Bank, N.A. The Debtor requires immediate access to cash collateral in order to, among other things, fund its cash requirements, including paying its customary operating expenses. Such use of cash collateral is essential to continue the operations of the Debtor's business and to avoid immediate and irreparable harm to the Debtor. As evidenced by the proposed agreed order, the Debtor and First Tennessee Bank have agreed on terms for the Debtor's use of cash collateral. Among other things, the proposed agreed order provides for a monthly adequate protection payment of $3,000. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/tnmb18-05771-62.pdf About Prohealth Rural Health Services Prohealth Rural Health Services Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-05771) on Aug. 29, 2018. The Petition was signed by Ray White, president/CEO. At the time of the filing, the Debtor estimated assets of $1,000,001 to $10 million and liabilities of $1,000,001 to $10 million. Judge Randal S. Mashburn presides over the case. The Debtor tapped Tune, Entrekin & White P.C. as its legal counsel. PUERTO RICO HOSPITAL: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Puerto Rico Hospital Supply, Inc. (Lead Case) 19-01022 Barrio Martin Gonzalez Carr. 860, KM. 0.1 Carolina, PR 00986-0158 Customed, Inc. 19-01023 Carr. #3, KM 45.6 Calle Industrial Final Fajardo, PR 00738 Business Description: Puerto Rico Hospital Supply, Inc. distributes medical supplies in Puerto Rico. Customed Inc., founded in 1991, manufactures surgical appliances and supplies. Chapter 11 Petition Date: February 26, 2019 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Enrique S. Lamoutte Inclan Debtors' Counsel: Alexis Fuentes Hernandez, Esq. FUENTES LAW OFFICES PO Box 9022726 San Juan, PR 00902 Tel: (787) 722-5215 Fax: (787) 722-5206 Email: alex@fuentes-law.com Debtors' Financial Consultant: CPA LUIS R. CARRASQUILLO & CO., P.S.C. Puerto Rico Hospital's Estimated Assets: $50 million to $100 million Puerto Rico Hospital's Estimated Liabilities: $10 million to $100 million Customed, Inc.'s Estimated Assets: $10 million to $50 million Customed, Inc.'s Estimated Liabilities: $10 million to $50 million The petitions were signed by Felix B. Santos, president. The full-text copies of the petitions are available for free at: http://bankrupt.com/misc/prb19-01022.pdf http://bankrupt.com/misc/prb19-01023.pdf A. List of Puerto Rico Hospital's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 3M De PR, Inc. Inventory $106,068 PO Box 70286 San Juan, PR 00936 Advanced Medical Designs Inventory $105,245 1241 Atlanta Industrial Drive Marietta, GA 30066 B Braun Inventory $1,038,031 824 Twelfth Ave Bethlehem, PA 08018 BD Diagnostics Inventory $495,752 21588 Network Place Chicago, IL 60673-1215 BD Medical Surgical Systems Inventory $857,165 PO Box 70942 Chicago, IL 60673-0942 BD Microbiology System Inventory $199,299 PO Box 70942 Chicago, IL 60673 BSN Medical, Inc. Inventory $158,449 PO Box 751766 Charlotte, NC 28275-1766 Carestream Health Inventory $905,081 Puerto Rico PO Box 70231 San Juan, PR 00936-8231 Casellas Alcover & Burgos Professional $284,909 PO Box 364924 Services San Juan, PR 00936-4924 DJ Orthopedics/ENC ORE Inventory $203,248 PO Box 650777 Dallas, TX 75265-0777 Halyard Sales, LLC Inventory $404,902 PO Box 732583 Dallas, TX 753-2583 Hollister, Inc. Inventory $192,072 72035 Eagle Way Chicago, IL 60678-7250 Integra Lifesciences Inventory $107,091 Sales PO Box 404129 Atlanta, GA 30384-4129 J&J Medical Caribbean Inventory $412,317 475 Calle C Suite 200 Guaynabo, PR 00969 J&J Medical Caribbean Inventory $2,394,269 475 Calle C Suite 200 Guaynabo, PR 00969 Johnson & Johnson Inventory $301,296 475 Calle C Suite 200 Guaynabo, PR 00969 Johnson & Johnson Wound Inventory $324,673 475 Calle C Suite 200 Guaynabo, PR 00969 Municipal Revenue Personal $2,048,093 Collection Center Property PO Box 195387 Taxes San Juan, PR 00919-5387 Municipal Revenue Personal $915,593 Collection Center Property PO Box 195387 Taxes San Juan, PR 00919-5387 SS Techos, Inc. Repairs $102,083 PO Box 2022 Trujillo Alto, PR 00977 B. List of Customed, Inc.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ A Plus Chino, CA Inventory $20,076 5138 Eucalyptus Avenue Chino, CA 91710 A.E.E. Utilities- $21,752 PO Box 363508 Electricity San Juan, PR 00936-3508 A.E.E. Utilities- $39,838 PO BOC 360002 Electricity San Juan, PR 00936-0002 Ansell Healthcare Products Inventory $30,480 Dept HC17373 Palatine, IL 60055-7370 Ansell Healthcare Products Inventory $26,700 Dept CH 17373 Palatine, IL 60055-7373 Argon Medical Devices, Inc. Inventory $25,062 PO BOC 677482 Dallas, TX 75267-7482 ECU Worldwide Inventory $41,050 2401 N.W. 69th Street Miami, FL 33147 Exact Medical Inventory $97,467 5165 Broadway #116 Depew, NY 14043 Global Healthcare Inventory $326,370 11350 Old Roswell Road Suite 700 Alpharetta, GA 30009 GMAX Industries Inventory $318,796 2150 Joshua's Path #205 Hauppage, NY 11788 Halyard Sales, LLC Inventory $20,351 PO Box 732583 Dallas, TX 75373-2583 Intco Medical Industries Inventory $38,193 805 Barrington Ave Ontario, CA 91764 Johnson & Johnson Medical Inventory $459,319 475 Calle C Suite 200 Guaynabo, PR 00969 Medline Industries, Inc. Inventory $18,789 Dept. CH 14400 Palatine, IL 60055-4400 Microtek Medical, Inc. Inventory $22,447 File 4033P PO Box 911633 Dallas, TX 75391-1633 Primed Medical Products Inventory $116,200 #2 Rendevouz Rd Worthing Christ Church, BB RPM Consolidate Services Services $21,169 1901 Raymer Avenue Fullerton, CA 92833 Smart Eagle Intl Ltd Inventory $285,154 Level 43, AIA Tower 183 Electric Road North Point, HK Westbond Industries Inc. Inventory $28,363 101-7403 Progress Way Delta, CA Westmed Inc. Inventory $33,921 Department #2062 PO Box 29661 Phoenix, AZ 85038-9661 QBS PARENT: Moody's Affirms 'B3' CFR Amid Acquisition Announcement ------------------------------------------------------------------ Moody's Investors Service affirmed QBS Parent, Inc.'s (dba "Quorum") B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating, and B2 ratings on the company's senior secured first-lien debt, including an upsized $35 million revolving credit facility and an upsized $334 million term loan. Proceeds from a $90 million tack-on to Quorum's existing first-lien term loan, a $40 million tack-on to an existing $85 million second-lien term loan (unrated), and incremental common equity from financial sponsor Thoma Bravo, will be used to effect Quorum's acquisition of Coastal Flow Measurement ("Coastal Flow") and pay transaction fees. The purchase price represents an 8.5-times multiple of Coastal Flow's adjusted 2018 EBITDA, while the deal's debt component renders Quorum's overall pro-forma, Moody's-adjusted debt-to-EBITDA leverage little changed, at just under 8.0 times. The rating outlook is stable. Affirmations: Issuer: QBS Parent, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD $35 million senior secured, first-lien revolving credit facility, expiring 2023, Affirmed B2 (LGD3) $335 million senior secured, first-lien term loan, maturing 2025, Affirmed B2 (LGD3) Outlook is stable. RATINGS RATIONALE Moody's ratings affirmation reflects Quorum's very high, nearly 8.0 times debt-to-EBITDA leverage, pro-forma for the Coastal Flow acquisition, a level that is unchanged since Thoma Bravo purchased Quorum in late 2018. Considered an industry standard for validating and reporting liquid and gas measurements, Coastal Flow's core Flow-Cal product contributes information that is crucial for the process of finalizing commodity-flow data, which in turn links with Quorum's ERP (enterprise resource planning) systems to support customers' operational, regulatory, accounting, and financial needs. Like the much smaller WellEz and Entero acquisitions that Quorum undertook in late 2017 and early 2018, the Coastal Flow acquisition will expand Quorum's product offerings. However, it will also boost Quorum's top line by more than 40%, changing the company's complexion as it will now derive a larger part of its revenue from operationally focused services along the energy process chain. With Quorum moving beyond pure ERP services as a result of these acquisitions, the company could be less insulated from volatile energy markets. It may be left with a weakened business-model buffer that otherwise had served it well during the industry's sharp, prolonged downturn from 2014 to 2016. However, Quorum's and, more recently, Coastal Flow's transitions to more recurring, subscription-based revenue profiles provide an ancillary buffer to commodity volatility. Quorum has done a good job of keeping its costs in check and its margins stable, especially in the face of demand softness in 2016 and 2017, and in spite of above-average investment in sales and marketing and in new products and technologies. It has realized nearly all planned cost savings from recent acquisitions, and has identified incremental savings in the months subsequent to the Thoma Bravo LBO. The relative stabilization and strengthening of the oil and gas ("O&G") markets have enabled the company's customers to resume investments in new ERP systems and in upgrades of existing software that they had delayed undertaking because of high uncertainty in the energy markets. As subscription-based revenues continue to become a larger portion of overall revenues, Quorum's liquidity and revenue visibility will improve, as contracted subscriptions provide inflows of cash at the beginning of each year. Moody's expects Quorum's leverage to ease by at least a half turn by the end of 2019, due in part to the company's success with streamlining its cost structure and integrating acquisitions, and to revenue support provided by both acquisitions and favorable energy markets. Even with these tailwinds, however, Quorum's revenue base, expected to be between $175 million and $200 million this year, is still small for its ratings category. Moody's-expected 2019 free cash flow, while halved from pre-LBO levels to about 4.0% of debt, is solid relative to B3-rated peers. Moody's considers Quorum's liquidity adequate, by virtue of the company's good free-cash-flow generation capability, a moderate amount of opening cash, and its expectation for an undrawn revolving credit facility, which is being increased in connection with the Coastal Flow acquisition to $35 million, from $30 million. Although the facility has been increased gradually over the past few years (from $15 million in 2014), it is now rather modest relative to Quorum's growing scale, interest burden, and proclivity for acquisitions. As it has in the past -- most recently in the first half of 2018 for the $20 million Entero transaction -- the company may draw temporarily on the facility in order to make an acquisition, and then replenish its capacity using cash from operations and/or proceeds from an add-on term loan. Moody's expects the company's cash balance, if Quorum is able to absorb Coastal Flow successfully and in the absence of significant acquisitions, to build towards $50 million by the end of 2020. The stable outlook reflects Moody's expectation for the company, bolstered by recent acquisitions and organic gains, to build its revenue base towards $200 million over the next twelve to 18 months. Moody's expectation for mid-single digit organic revenue growth reflects the ongoing, relative strengthening and stabilization of the O&G markets, enabling Quorum's customers to maintain investments in new ERP systems and in upgrades of existing software. Moody's also expects solid profitability and cash flow growth, which should enable deleveraging towards 6.5 times by the end of 2020. The first-lien, senior secured $334 million term loan and $35 million revolving credit facility are ranked at B2, one notch above the CFR, and benefit from a moderate amount of recovery cushion represented by the $125 million second-lien term loan (unrated) in Quorum's capital structure. Moody's could upgrade Quorum's ratings if the company's scale expands to a relatively material level, and EBITDA grows such that total debt-to-EBITDA remains below 6.5 times and free-cash-flow-to-total-debt exceeds mid-single-digit percentages, both on a sustained basis. Moody's could downgrade the ratings if revenues and EBITDA fail to grow as expected, reflective, possibly, of management's having misjudged the complementarity of Coastal Flow's product set with Quorum's. The ratings could also be downgraded if Moody's believes that leverage will deteriorate, instead of improving as expected, if liquidity shows signs of deteriorating, or compliance with financial covenants appears challenged. Headquartered in Houston, TX, Quorum is a software development and consulting company that designs, develops, implements, and supports ERP software solutions to companies in the North American energy industry. The company is owned by affiliates of Thoma Bravo Partners as the result of a late-2018 LBO. Moody's estimates that Quorum's 2019 revenues, bolstered by recent acquisitions, will be at least $175 million. Included in that number is about $50 million in annual revenues contributed by Coastal Flow. QUALITY PLYWOOD: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Quality Plywood Specialties, Inc. as of Feb. 26, according to a court docket. About Quality Plywood Specialties Inc. Quality Plywood Specialties, Inc. is a wholesale distributor of plywood, lumber, veneers, and other fine wood products in Florida. The Company opened its doors in 1994, serving the cabinetry, woodworking, furniture making, boatbuilding, and sign making industries. It also serves local governments, schools, and hospitals. Quality Plywood Specialties filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00609) on January 24, 2019. In the petition signed by Michael A. Jankowski, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Debtor tapped Buddy D. Ford, P.A. as its legal counsel. REDIGI INC: Unsecured Creditors to Get 17%-58% Under Amended Plan ----------------------------------------------------------------- ReDigi, Inc., filed an amended plan of reorganization and accompanying Disclosure Statement. Class 3. Allowed General Unsecured Claims are impaired. Holders of the Allowed General Unsecured Claims shall receive from the Reorganized Debtor, beginning on the Effective Date, on a pro rata basis, a total of $1,000,000, plus interest at 2% per anum, paid over five years as follows: (a) interest-only monthly payments of $1,666.67 for the first twenty-four months following the Effective Date; (b) principal and interest monthly payments of $18,102.49 for the following twelve months; (c) principal and interest monthly payments of $26,531.89 for the following twelve months; and (d) principal and interest monthly payments of $41,765.74 for the final twelve months. Estimated recovery is 17%-55%. Class 4. Allowed Equity Interests are impaired. On the Effective Date, all Allowed Equity Interests in the Debtor, including common stock, preferred stock, convertible instruments, warrants, and , shall be deemed canceled and extinguished, and shall be of no further force and effect, whether surrendered for cancellation or otherwise. With respect to each impaired Class of Claims, confirmation of the Plan requires that each holder of an Allowed Claim either (i) accept the Plan or (ii) receive or retain under the Plan property of a value, as of the Effective Date, that is not less than the value such holder would receive or retain if the Debtor was liquidated under Chapter 7 of the Bankruptcy Code on such date. The Plan Proponent believes that each holder of an Allowed Claim will receive or retain under the Plan property of a value, as of the Effective Date, that is not less than the value such holder would receive or retain if the Debtor was liquidated under Chapter 7 of the Bankruptcy Code on such date. A full-text copy of the Disclosure Statement dated February 19, 2019, is available at https://tinyurl.com/yygee7ve from PacerMonitor.com at no charge. About ReDigi Inc. ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-20809) on August 3, 2016. The petition was signed by John Mark Ossenmacher, CEO. At the time of the filing, the Debtor had $250 in total assets and $6,590,000 in total liabilities. The Debtor employed Shraiberg, Landau & Page, P.A. as bankruptcy counsel, and Baker & Hostetler LLP as special counsel. No official committee of unsecured creditors has been appointed. On May 26, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. RICHLAND FARMS: Seeks Access to Cash Collateral Until March 12 -------------------------------------------------------------- Richland Farms Partnership seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to use cash collateral, in which Plains Commerce Bank and Commodity Credit Corporation hold a security interest. The Debtor requests an interim order approving the use of cash collateral through March 12, 2019, and a final order approving the use of cash collateral through December 31, 2019. A hearing will be held on the portion of the Cash Collateral Motion seeking an interim order at 1:30 p.m. on Feb. 27, 2019, and a hearing on the portion of the Cash Collateral Motion seeking a final order will be held at 9:30 a.m. on March 12, 2019. Any response to the Motion for a final order must be filed and delivered no later than March 7, 2019. The Debtor's necessary expenditures through March 12 are estimated at $85,275. On an interim basis, the Debtor will use cash collateral to pay for insurance, fuel, vehicle licensing, equipment repairs, compensate its workers, satisfy its utility expenses, renew the software program necessary for Debtor's operations and pay two landlords their 2019 rent. As to the landlords to be paid, the Debtor understands that they are insistent on receiving the rent for the crop year on or before March 1, 2019, and that failure to pay same will result in the land being rented to someone else. The Debtor needs to rent said land to be able to cash flow and put together a successful plan of reorganization. The Debtor is indebted to the Secured Creditors as of the petition date in the following approximate amounts: (a) Plains Commerce Bank: $8,771,780.70, and (b) Commodity Credit Corporation: 107,721.70 Plains Commerce Bank holds an equity cushion estimated at $3,035,203. The Debtor's obligations to Plains Commerce Bank are secured by not only the assets of Debtor but also assets of its partners, Richland Farms, Inc. and Richland Eggs, Inc., and another entity, Sixta Farms, LLC. The total value of the assets pledged to Plains Commerce Bank on the obligations owed to it is estimated at $11,914,706. To adequately protect the interest of the Secured Creditors, the Debtor proposes to grant the Secured Creditors a post-petition replacement lien of the same priority, dignity, and effect as its pre-petition interest in the Debtor's cash collateral, to the extent of cash collateral used. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/mnb19-30153-24.pdf About Richland Farms Partnership Richland Farms Partnership is a privately held company in the crop farming business. Richland Farms Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-30153) on Jan. 18, 2019. The petition was signed by Lisa Sixta, partner. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Katherine A. Constantine. The Debtor tapped Robert L. Russell, Attorney at Law and Ahlgren Law Office, PLLC, as its counsel. SCG MADILL: May Use Cash Collateral Until Appointment of Receiver ----------------------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the District of Delaware has entered a Final Agreed Order granting SCG Lake Country, LLC and SCG Red River Management, LLC, authority to use cash collateral on an interim basis pending the appointment of a receiver. LQC Partners XI, LLC has been granted relief from the automatic stay to, among other forms of relief, seek the appointment of a receiver. The Parties have agreed to the form of the order which permits the use of cash collateral until a receiver is appointed. The Debtors are authorized to use cash collateral including, without limitation, cash, deposit accounts, and accounts receivable, to pay: (a) amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees and all amounts required to be paid pursuant to the Order Approving Certain Accommodations Required by Amerisure Mutual Insurance Company in Connection with Renewal of Workers' Compensation and Commercial Auto Insurance Policies entered in jointly administered Case No. 8:17-bk-6562-CPM; (b) the current and necessary expenses set forth in the Budget, so long as the aggregate of all expenses for each week do not exceed the amount in the Budget by more than ten percent (10%) for any such week on a cumulative basis for any such week in which such expenses are paid, except that the Variance does not apply to any increase in the payment of management fees or salaries to officers, insiders or affiliates of either; and (c) additional amounts approved in writing by the LQC Partners. LQC Partners is granted replacement liens in and upon all of the categories and types of collateral in which it held a security interest and lien as of the Petition Date to the same extent, validity and priority that LQC Partners held as of the Petition Date. To the extent the value of the Replacement Liens granted to LQC Partners are less than the diminution in value of LQC Partners' interest in cash collateral, LQC Partners will have an administrative priority claim against the Debtors' estates. The Debtors will maintain insurance coverage for the Collateral in accordance with the obligations under the loan and security documents and provide LQC Partners with current proof of same. LQC Partners and its designees will have rights to inspect the Debtors' original books and records (and make copies, subject to any patient privacy rights) upon 48 hours' prior written notice and to inspect Debtors' premises and operations upon 48 hour written notice, and the Debtors and their agents and employees will reasonably cooperate to accomplish said inspections. In addition, to contemporaneously providing LQC Partners with the same reports Debtors file with the U.S. Trustee's Office, the Debtors will deliver to LQC Partners the following information on the 1st and 15th of each month for the prior two-week periods from the Petition Date to the entry of the Order and for any such two-periods thereafter: (a) an aging report by Debtor for post-petition Quality Assessments; (b) an income statement (cash basis) marked against the Budget for the Debtor; (c) patient census for the Debtors (without names but broken down by payor type, i.e. Medicare, Medicaid, insurance and private pay). The Debtors will also provide to LQC Partners reports of accounts payable and accounts receivable on a monthly basis. A full-text copy of the Final Agreed Order is available at http://bankrupt.com/misc/flmb17-10101-330.pdf About SCG Madill Brookside Based in Tampa, Florida, SCG Madill Brookside, LLC, d/b/a Brookside Nursing Center and its affiliates, operate skilled nursing facilities. SCG Madill Brookside, et al., provide residents and patients with a full spectrum of skilled nursing and long-term health care services and offer a wide range of direct care services like therapy, hospice care, Alzheimer's, and dementia care within their portfolio of facilities. These affiliated cases filed for Chapter 11 protection on July 27, 2017 in the Middle District of Florida, Tampa Division, with Judge Catherine Peek McEwen as bankruptcy judge: Entity Case No. ------ -------- Senior Care Group, Inc. 17-06562 SCG Laurellwood, LLC 17-06576 SCG Gracewood, LLC 17-06574 SCG Harbourwood, LLC 17-06572 SCG Baywood, LLC 17-06563 Key West Health and Rehabilitation Center 17-06580 The Bridges Nursing and Rehabilitation, LLC 17-06579 Chapter 11 petitions were later filed by SCG Madill Brookside (Bankr. M.D. Fla. Case No. 17-10101) and affiliates SCG Durant Four Seasons, LLC (Case No. 17-10103), SCG Lake Country, LLC (Case No. 17-10104), SCG Oak Ridge, LLC (Case No. 17-10107), SCG Red River, LLC (Case No. 17-10108), and SCG Red River Management, LLC (Case No. 17-10109) on Dec. 5, 2017. On Jan. 18, 2018, the Court entered the Amended Joint Administration Order, which, among other things, severed the joint administration of the Oklahoma Debtors' cases from the Original Debtors' cases. SCG Madill estimated its assets and liabilities at between $1 million and $10 million. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed in the Debtors' cases. SHELLEY RIYA: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Shelley Riya, Inc. as of Feb. 25, according to a court docket. About Shelley Riya Inc. Shelley Riya Inc., owner of the Swagat Indian Restaurant in Alpharetta, Georgia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-50931) on January 17, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $100,000. The case has been assigned to Judge Sage M. Sigler. Kumar, Prabhu, Patel & Banerjee, LLC is the Debtor's legal counsel. SHEPPARD AND SON: April 23 Hearing on Bid to Prohibit Cash Use -------------------------------------------------------------- The Hon. Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia has entered an Interim Consent Order (a) directing Sheppard and Son Properties, LLC to make adequate protection payments to Colony Bank in the sum of $1,000 due on March 1, 2019 and another $1,000 due on April 1, 2019; and resetting the Feb. 6, 2019 hearing on Colony Bank's Motions to Prohibit Use of Cash Collateral and Motion for Relief from Stay to April 23, 2019 at 10:00 a.m. A full-text copy of the Interim Consent Order is available at http://bankrupt.com/misc/gamb18-11388-43.pdf 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. SMM INC: Authorized to Sell Properties to Satisfy Creditors' Liens ------------------------------------------------------------------ The Hon. Alan C. Stout of the U.S. Bankruptcy Court for the Western District of Kentucky has entered an Agreed Order affirming the agreement of SMM, Inc. with its secured creditors Banterra Bank and Community Financial Services Bank's ("CFSB"). Banterra Bank has filed a Motion for Relief from the Automatic Stay and Abandonment of Property, Alternatively, for Adequate Protection and a Motion to Dismiss. Community Financial Services Bank's ("CFSB") also filed a Motion to Prohibit Debtor's Use of Cash Collateral or in the Alternative, Motion for Termination of Automatic Stay. The Parties have agreed as follows: (1) SMM agrees with the amount claimed by Banterra in its Proof of Claim filed on Jan. 7, 2019 and the Judgment and Order of Sale regarding Banterra entered on Sept. 26, 2018 in the state court action, Community Financial Services Bank v. SMM, Inc., et al., McCracken Circuit Court, Case No. 18-CI-482. (2) SMM agrees with the amount claimed by CFSB in its Proof of Claim filed on Jan. 3, 2019 and the Judgment and Order of Sale regarding CFSB entered on Oct. 2, 2018 in the state court action, Community Financial Services Bank v. SMM, Inc., et al., McCracken Circuit Court, Case No. 18-CI-482. (3) SMM desires to engage Chris Colson Auction & Realty Co. LLC to auction the real estate, improvements and personal property located at (A) 1002 North 32nd Street, Paducah, McCracken County, Kentucky; (B) 859 Veterans Avenue, Kevil, Ballard County, Kentucky; and (C) 60 Nichols Avenue, Marion, Crittenden County, Kentucky. (4) Banterra and CFSB -- who are the only secured creditors with an interest in the properties -- have no objection to the use of Chris Colson Auction & Realty Co. LLC to auction the properties. (5) The Kevil Property and Paducah Property will be auctioned by Mr. Colson within sixty days from Feb. 20, 2019 -- the date of the entry of the Agreed Order. The Marion Property will be scheduled for auction within 60 days from the auction date of the Kevil and Paducah Properties if the proceeds from the sale will be insufficient to satisfy the amounts due and owing to Banterra and CFSB. (6) The gross proceeds of the sale, less deed preparation and transfer tax, from the real properties described herein will be immediately turned over to Banterra to satisfy its first lien, and any proceeds in excess of Banterra's first lien will be turned over to CFSB to satisfy its lien. Any excess remaining after the satisfaction of CFSB's lien will be retained by SMM. A full-text copy of the Agreed Order is available at http://bankrupt.com/misc/kywb18-50737-48.pdf About SMM Inc. SMM, Inc. is the fee simple owner of three assisted living facilities in McCracken County, Ballard County, and Crittenden County, Kentucky, known as New Haven Assisted Living. The properties have a total appraised value of $2.3 million. SMM sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-50737) on Nov. 15, 2018. At the time of the filing, the Debtor disclosed $2,275,000 in assets and $1,296,170 in liabilities. The case has been assigned to Judge Alan C. Stout. The Debtor tapped Ryan R. Yates, Esq., at Yates Law Office, as its legal counsel; and Linda Miller, CPA, PSC as its accountant. SOUTH CENTRAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Feb. 27 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of South Central Houston Action Council. About South Central Houston Action Council South Central Houston Action Council, which conducts business under the name Central Care Integrated Health Services, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-30371) on Jan. 28, 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 Jeffrey P. Norman. The Debtor tapped the Law Office of Nelson M. Jones as its legal counsel. ST. JOHN PENTECOSTAL: Seeks Access to AJ Partners Cash Collateral ----------------------------------------------------------------- St. John Pentecostal Church Inc. requests the U.S. Bankruptcy Court for the Southern District of New York for authority to use property which constitutes the cash collateral in which AJ Partners, LLC may assert a security interest. The Debtor proposes to use cash collateral for ordinary and necessary operating expenses in connection with the ordinary business operations of the Debtor's business substantially in accordance with the operating budget. The Debtor owns the Church where they worship located at 440 Lenox Avenue, New York, New York. The Debtor also owns the adjacent property which is a four family residential building valued at approximately $2.2 million. The Residential Building is encumbered by a mortgage originated by Ponce De Leon Federal Bank, which is now held by AJ Partners, LLC. The balance owed to the Secured Creditor is approximately $230,000, about 10% of the value of the Residential Building. The Debtor entered into a Mortgage Note with Ponce De Leon Federal Bank pursuant to which Ponce extended credit to the Debtor in the amount of $305,000 at a fixed interest rate of 8.75%. To secure the Debtor's obligations under the Note, the Debtor entered into the First Mortgage which granted Ponce a lien and security interest in the Residential Building, as well as an assignment of rents. By Assignment of Mortgage, Ponce transferred its interest in the Mortgage to AJ Partners, LLC. According to the Final Judgment of Foreclosure and Sale entered in the State Court on Nov. 26, 2018, AJ Partners was due $217,718 as of June 1, 2018. The Debtor will grant AJ Partners replacement liens in all of the Debtor's pre-petition and post-petition assets and proceeds, including the cash collateral, only to the extent that AJ Partners had a valid security interest in said pre-petition assets on the Petition Date and in the continuing order of priority that existed as of the Petition Date. The Replacement Liens will be subject and subordinate only to: (a) the claims of Chapter 11 professionals duly retained and to the extent awarded pursuant to Sections 330 or 331 of the Bankruptcy Code, (b) fees and expenses incurred in connection with any investigation of the nature, extent and validity of the Secured Creditor???s liens and security interests in the Cash Collateral, (c) United States Trustee fees pursuant to 28 U.S.C. Section 1930 and 31 U.S.C. Section 3717; (d) the payment of any claim of any subsequently appointed Chapter 7 Trustees to the extent of $20,000, and (e) the recovery of funds or proceeds from the successful prosecution of avoidance actions pursuant to Sections 502(d), 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nysb19-10195-13.pdf About St. John Pentecostal Church St. John Pentecostal Church Inc. is a New York not-for-profit Religious Corporation established in 1995. The congregation has been established for over 40 years. The congregation owns the church where they worship located at 440 Lenox Avenue, New York, New York, Block: 01729, Lot: 0069 valued at approximately $8 million. The Church filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-10195) on Jan. 23, 2019. In the petition signed by Robert Johnson, deacon, the Church estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Martin Glenn. The Church is represented by Delbello Donnellan Weingarten Wise & Wiederkehr, LLP. SUNGARD AVAILABILITY: Moody's Cuts CFR to 'Caa1', Outlook Negative ------------------------------------------------------------------ Moody's Investors Service downgraded Sungard Availability Services Capital Inc.'s corporate family and probability of default ratings ("CFR" and "PDR", respectively) to Caa1 and Caa1-PD from B3 and B3-PD, respectively. In addition, Moody's downgraded the senior secured debt ratings to B3 from B1 and the senior unsecured bond rating to Caa3 from Caa2. The rating outlook remains negative. RATINGS RATIONALE The downgrade reflects uncertainty about Sungard AS's ability to refinance debt maturities over the next few years given weak revenue, profitability and cash flow trends. While Sungard AS has repaid about $95 million of debt beginning in the second quarter of 2018 using net proceeds from the divestitures of the Assurance software business (May 2018) and 3 facilities (San Ramon in June 2018, Sweden in September 2018, and Wood Dale, Illinois in January 2019), Moody's expects adjusted leverage to remain high at about 6x through at least the end of 2019. Moody's expects that revenues and profits will continue to decrease through at least the first half of 2019 and there is uncertainty as to whether Sungard AS can start to produce positive free cash flow (FCF). The erosion of Sungard AS' core recovery business has driven total company revenue and profit declines over the past decade. While Sungard AS has reduced the capital intensity of the business and engaged in various restructuring initiatives to lower costs, the company has yet to show the ability to generate meaningful FCF (negative $36 million in 2017 and flat for the nine months ended September 30, 2018). The transformation of Sungard AS' business model will continue to be challenged by the run off of the traditional data recovery business and pressures on co-location pricing. While managed services and cloud hosting offer solid long-term growth prospects, Sungard AS faces substantial competition and ongoing technological shifts to leaner information technology (IT) models. At the same time, the revenue base is supported by long-term relationships, a solid market position in the recovery business, some geographic diversity, and relatively low customer concentration. With ongoing uncertainty as to whether the company can stem revenue and profitability declines, Sungard AS may find it challenging to refinance its debt over the next three years. Following the upcoming maturity of the $45.5 million revolver in September 2020 (with borrowing capacity of about $15 million as of November 13, 2018), there is a $421 million term loan due September 2021 (assuming the net proceeds from the Sweden and Greater Chicago are allocated to the term loans on a pro rata basis). This is followed by the $425 million senior unsecured notes due April 2022 and $380 million term loan due October 2022. Although Sungard AS has the potential to raise funds and reduce debt balances through further asset sales, the timing and proceeds of further asset sales is uncertain. Despite the lack of FCF and limited revolver capacity, Moody's views liquidity as adequate over the next year given the large cash balance (which Moody's estimates at over $110 million as of December 31, 2018, pro forma for proceeds arising from the sale of the greater Chicago facility and certain property in the U.K. in January 2019). In addition, Sungard AS has demonstrated the ability to sell assets to repay debt -- e.g., the 2018 and 2019 divestitures for gross proceeds of about $140 million (net proceeds over $125 million) and the sale of 8 data centers in May 2015 for gross proceeds of $140 million, of which $110 million of net proceeds was used to repay senior secured debt. With these repayments, the company will have no further mandatory principal repayments through maturity. The senior secured revolver is subject to 2 financial maintenance covenants: Total Secured Leverage Ratio (net of adjusted cash) of 4.5x (versus an actual ratio of 3.53x as of September 30, 2018), which steps down to 4.25x in September 30, 2019, and Minimum EBITDA amount of $186.3 million (which will be further reduced with the sale of the Greater Chicago facility; actual covenant amount of $220.9 million as of September 30, 2018). The term loans are subject to a Total Secured Leverage Ratio of 5.25x, which steps down to 5.00x as of June 30, 2019, along with the Minimum EBITDA requirement. Moody's expects the covenant cushion to tighten as of December 31, 2018 with the prospects of further narrowing in 2019, although it expects the company to remain in compliance over the next year. The negative outlook reflects uncertainty as to whether the company can achieve an inflection point and stabilize or grow profitability over the next 18 months. Moody's projects negative to flat FCF over the next year, which is still hampered by high interest costs estimated to be about $120 million for 2019. Sungard AS' ratings could be downgraded if further revenue and profit declines are expected to be sustained, liquidity deteriorates, or the probability of a default increases. The ratings could be upgraded with consistent revenue and profitability growth (in the low-single digits), positive cash flow, and an expectation that the debt maturities can be refinanced. Downgrades: Issuer: Sungard Availability Services Capital Inc. - Corporate Family Rating, Downgraded to Caa1 from B3 - Probability of Default Rating, Downgraded to Caa1-PD from B3-PD - Senior Secured Bank Credit Facility, Downgraded to B3 (LGD3) from B1 (LGD2) - Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Outlook Actions: Issuer: Sungard Availability Services Capital Inc. - Outlook, remains Negative The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Sungard Availability Services Capital Inc. is a provider of disaster recovery services and managed IT services and is owned by a consortium of private equity investors (including Bain Capital Partners, The Blackstone Group, Kohlberg Kravis Roberts & Co., Silver Lake, TPG, and Providence Equity Partners). TERRA-GEN FINANCE: S&P Lowers ICR to 'B-', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Terra-Gen Finance Co. LLC to 'B-' from 'B' based on weaker than expected cash flow generation and debt paydown, resulting in projected a debt-to-EBITDA ratio above 10x. The leverage is based on consolidated cash flow and debt that include project-level debt and lease payments. At the same time, S&P revised its recovery rating on Terra-Gen's senior secured term loan to '3' from '2'. As a result, S&P lowered the issue-level rating on Terra-Gen's senior secured debt to 'B-' from 'B+'. Its '3' recovery assessment reflects its expectation of meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. The downgrade to 'B-' is driven by weaker cash flow generation than expectations, characterized by sustained elevated leverage ratios. Multiple assets were free cash flow negative in 2018, and over 250 MW of the portfolio's capacity is expected to be merchant by the end of 2021, including Solar Electricity Generating Stations (SEGS) VIII and IX. While under contract, they are meaningful cash flow contributors. In our view, the deterioration of Terra-Gen's competitive position and notably high leverage have weakened credit quality. Terra-Gen also faces a large maturity in 2021, which S&P expects the company could have difficulty refinancing. Though the term loan features a 100% excess cash flow sweep to a target debt balance, soft power pricing and weak cash flows from multiple assets have resulted in lower than expected principal reduction. The balance on the loan is about $253 million, and S&P expect $230 million to be outstanding at maturity in 2021. "The negative outlook reflects our view that Terra-Gen's cash flow generation profile could worsen further, particularly given the age of the company's wind fleet and increasing exposure to volatile merchant pricing," S&P said. "In our view, the company may have difficulty refinancing in 2021, and we expect consolidated leverage to remain elevated at greater than 10x during our forecast period." S&P said it could lower the rating if Terra-Gen's capital structure appears unsustainable and it begins to view Terra-Gen as dependent on favorable business, financial, and economic conditions to meet the company's financial commitments or refinance its term loan before maturity. S&P could also lower the rating if leverage deteriorates further on a consolidated basis. "Although unlikely at this time, we could revise the outlook to stable if Terra-Gen's cash flow generation improves substantially, such that the company meets its target debt balance via higher than expected principal reduction through the term loan's cash sweep mechanism," S&P said. "A revision to stable would also likely require high confidence that the company can refinance its term loan at maturity in 2021." VALLEY TIMBER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Valley Timber Sales, Inc. PO Box 969 Troy, VA 22974 Business Description: Valley Timber Sales, Inc. is a wholesaler of pressure-treated lumber in Troy, Virginia. Chapter 11 Petition Date: February 26, 2019 Court: United States Bankruptcy Court Western District of Virginia (Lynchburg) Case No.: 19-60400 Judge: Hon. Rebecca B. Connelly Debtor's Counsel: Paula Steinhilber Beran, Esq. TAVENNER & BERAN, PLC 20 North Eighth Street Second Floor Richmond, VA 23219 Tel: (804) 783-8300 Fax: (804) 783-0178 Email: pberan@tb-lawfirm.com - and - Lynn Lewis Tavenner, Esq. TAVENNER & BERAN, PLC 20 N. 8th St. 2nd Floor Richmond, VA 23219 Tel: (804) 783-8300 Fax: (804) 783-0178 Email: ltavenner@tb-lawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michele Pascarella, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/vawb19-60400.pdf VESTA ENERGY: S&P Alters Outlook to Negative, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Vesta Energy Corp. to negative from stable and affirmed its 'B-' issuer credit rating on the company. Meanwhile, S&P raised its issue-level rating on the company's senior unsecured notes to 'B' from 'B-' and revised its recovery rating on the debt to '2' from '4' driven by the increase of 78% on Vesta's proved reserves in September 2018 from December 2017. The outlook revision reflects S&P's updated base-case scenario on Vesta, with a weaker-than-expected production growth profile and hedging position in 2019, coupled with its expectations of weaker hydrocarbon prices and wider Canadian local differentials persisting throughout 2019-2020. Furthermore, S&P believes the significant reduction in the company's hedging position exposes Vesta's cash flow to further volatility due to the company's small scale and production concentration in the East Duvernay Shale Basin, which S&P views as a fairly new basin with high decline rates and high development costs. S&P also believes that the significant change in the management team creates uncertainties around the company's long-term growth plan, which S&P sees as negative, taking into account Vesta's small scale and diversification." "The 'B-' issuer credit rating reflects our view that Vesta still has a relatively small daily production and proved reserves base, low proved developed ratio, short execution track record, and high geographic concentration, all of which could result in higher volatility of cash flow and leverage metrics," S&P said. "Our assessment of the company's financial risk is capped by Vesta's financial sponsor ownership, which includes JOG Capital Corp. and Riverstone Holdings LLC." The negative outlook reflects S&P's views that Vesta's credit risk has increased due to a lower-than-expected production growth profile and hedging position in 2019. The outlook also reflects the substantial change in management and the company's credit metrics' high sensitivity to changes in hydrocarbon price assumptions due to the company's small scale and diversification. "We could lower the ratings if the company depletes its cash resources at an accelerated pace, thereby weakening its liquidity position, which could be caused by lower production or realized prices, or if its revolving credit facility is reduced," S&P said. "In our opinion, this would compromise Vesta's ability to fund its capital spending and financing obligations during the next 12 months and would result in an unsustainable capital structure." S&P said it could revise the outlook to stable if the company is able to ramp-up its production profile over the next two years, improving its cost profile and achieving stronger-than-expected cash flow generation to finance its future capital spending program. VISHAY INTERTECHNOLOGY: Moody's Affirms Ba3 CFR, Outlook Stable --------------------------------------------------------------- Moody's Investors Service affirmed Vishay Intertechnology Inc.'s ratings: Corporate Family Rating (CFR) of Ba3, Probability of Default Rating (PDR) of Ba3-PD, Senior Unsecured Rating of B1, and a Speculative Grade Liquidity ("SGL") rating of SGL-1. The rating outlook is stable. RATINGS RATIONALE The Ba3 CFR reflects Vishay's operating scale and leading market position in the discrete semiconductor and passive electronic components industry. The rating also reflects Vishay's very good liquidity, which is prudent given the cyclical demand for electronic components and the competitive intensity and pricing pressure, especially in its semiconductor product lines. The Ba3 rating incorporates Moody's expectation that Vishay will follow a conservative financial policy, avoiding large, debt-funded acquisitions or returns to shareholders such that debt to EBITDA (Moody's adjusted) will remain below 3.0x over the next few years. The stable ratings outlook reflects Moody's expectation that Vishay's revenue and operating profits should decrease modestly year-over-year in 2019. This reflects Moody's expectation of an industry-wide inventory correction in discrete semiconductor and passive component chips as demand slows and new industry supply arrives, relieving the industry of the excess demand that has existed for over a year. Still, Moody's expects Vishay to produce free cash flow ("FCF") to debt (Moody's adjusted) in the low teens digit percent, and its debt to EBITDA (Moody's adjusted) should remain below 3x (Moody's adjusted) over the next 12 months. The B1 rating for the Convertible Senior Debentures ("Debentures') and the loss given default assessment of LGD4 reflect the absence of collateral, leaving the Debentures effectively subordinated to the Credit Facility. (The Credit Facility benefits from a first priority security interest in a collateral pool that includes substantially all assets.) The SGL-1 speculative grade liquidity rating reflects Moody's expectation that Vishay will maintain very good liquidity consisting of cash and cash equivalents, access to funds under its Credit Facility, and positive FCF. While Vishay maintains nearly all of its cash and short term investments balances outside the United States, Moody's expects the company to maintain the ability to tax-efficiently repatriate cash to support its domestic funding requirements, including the cash dividend. Moody's could upgrade Vishay's ratings if the company demonstrates the ability to sustain operating margins in the 10% to 12% range, leverage of under 2.5x debt to EBITDA (Moody's adjusted), and FCF to debt (Moody's adjusted) in excess of 20%, through industry cycles, while continuing to maintain a conservative financial strategy. Vishay's ratings could be downgraded if the company experiences sustained erosion in operating margins or revenue such that debt-to-EBITDA exceeds 3.5x (Moody's adjusted) for a protracted period. In addition, a material deterioration in liquidity could pressure the ratings. Vishay Intertechnology Inc. ("Vishay"), headquartered in Malvern, PA, is a leading manufacturer and supplier of discrete semiconductors and passive electronic components. The company's discrete semiconductor products include diodes, infrared emitters and detectors (optoelectronic components), and MOSFETs. Its portfolio of passive components include resistors & inductors and capacitors. Ratings affirmed: Issuer: Vishay Intertechnology Inc. - Corporate Family Rating -- Ba3 - Probability of Default Rating -- Ba3-PD - Speculative Grade Liquidity Rating -- SGL-1 - Convertible Senior Debentures -- B1 (LGD4 from LGD5) Outlook Actions: Issuer: Vishay Intertechnology Inc. - Outlook, remains stable WINDSTREAM HOLDINGS: S&P Lowers ICR to 'D' on Chapter 11 Filing --------------------------------------------------------------- U.S.-based telecommunications provider Windstream Holdings Inc. and its subsidiaries filed for voluntary Chapter 11 bankruptcy protection. S&P Global Ratings on Feb. 26 lowered its issuer credit rating to 'D' (default) from 'CCC-'. At the same time, S&P lowered its issue-level ratings on Windstream's first-lien debt to 'D' from 'CCC+', second-lien debt to 'D' from 'CC', and senior unsecured debt to 'D' from 'C'. The rating action follows Windstream's announcement that it filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The bankruptcy filing follows the acceleration of Windstream's debt as a result of a recent court ruling that the company breached its sale and leaseback covenant when it spun off a portion of its fiber and copper plant and formed Uniti in 2015. Windstream had approximately $5.8 billion of debt outstanding as of Sept. 30, 2018. The company has obtained a commitment for $1 billion of debtor-in-possession (DIP) financing, which along with internally generated cash from its operations will fund the business through the bankruptcy process. WINDSTREAM SERVICES: Moody's Lowers PDR to D-PD on Bankr. Filing ---------------------------------------------------------------- Moody's Investors Service downgraded Windstream Services, LLC's probability of default rating (PDR) to D-PD from Caa3-PD following the announcement that the company filed a petition for relief under Chapter 11 of the US Bankruptcy Code on February 25, 2019. Windstream's corporate family rating (CFR) was affirmed at Caa3, its first lien secured rating was affirmed at Caa3, its second lien secured rating was affirmed at Ca and its unsecured rating was downgraded to C from Ca. Subsequent to its actions, Moody's will withdraw the ratings due to Windstream's bankruptcy filing. Affirmations: Issuer: Windstream Services, LLC - Corporate Family Rating, Affirmed Caa3 - Senior Secured Bank Credit Facility, Affirmed Caa3 (LGD3) - Senior Secured 1st lien Regular Bond/Debenture, Affirmed Caa3 (LGD3) - Senior Secured 2nd lien Regular Bond/Debenture, Affirmed Ca (LGD4) Downgrades: Issuer: Windstream Services, LLC - Probability of Default Rating, Downgraded to D-PD from Caa3-PD - Senior Unsecured Regular Bond/Debenture, Downgraded to C (LGD6) from Ca (LGD4) Unchanged: Issuer: Windstream Services, LLC - Speculative Grade Liquidity, SGL-4 Outlook Actions: Issuer: Windstream Services, LLC - Outlook, Remains Negative RATINGS RATIONALE The downgrade of the PDR reflects Windstream's bankruptcy filing on February 25, 2019. Windstream Services, LLC is a pure-play wireline operator headquartered in Little Rock, AR that provides telecommunications services in 48 states. For the last 12 months ended September 30, 2018, Windstream generated $5.82 billion in revenue. 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Broussard and Dianna Breaux Broussard Bankr. W.D. La. Case No. 19-50177 Chapter 11 Petition filed February 12, 2019 represented by: H. Kent Aguillard , Esq. E-mail: kaguillard@yhalaw.com In re M.E. Smith, Inc. Bankr. D. Mass. Case No. 19-40235 Chapter 11 Petition filed February 12, 2019 See http://bankrupt.com/misc/mab19-40235.pdf represented by: Michael Van Dam, Esq. VAN DAM LAW LLP E-mail: mvandam@vandamlawllp.com In re Sage & Swift Gourmet Catering, Inc. Bankr. E.D.N.C. Case No. 19-00633 Chapter 11 Petition filed February 12, 2019 See http://bankrupt.com/misc/nceb19-00633.pdf represented by: Travis Sasser, Esq. SASSER LAW FIRM E-mail: travis@sasserbankruptcy.com In re Jas & Es Holdings, LLC Bankr. D.N.J. Case No. 19-12888 Chapter 11 Petition filed February 12, 2019 See http://bankrupt.com/misc/njb19-12888.pdf represented by: William H. Oliver, Jr., Esq. E-mail: bkwoliver@aol.com In re 2200 New York Ave, LLC Bankr. D.N.J. Case No. 19-12918 Chapter 11 Petition filed February 12, 2019 See http://bankrupt.com/misc/njb19-12918.pdf represented by: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER & STEVENS E-mail: dstevens@scuramealey.com In re Realty On Fox Croft Corporation Bankr. E.D.N.Y. Case No. 19-40847 Chapter 11 Petition filed February 12, 2019 Filed Pro Se In re Caffe Valdino, Inc. Bankr. S.D.N.Y. Case No. 19-10436 Chapter 11 Petition filed February 12, 2019 See http://bankrupt.com/misc/nysb19-10436.pdf represented by: Richard Byron Peddie, Esq. RICHARD BYRON PEDDIE, P.C. E-mail: lawstudios@comcast.net In re Linda Grant Williams Bankr. S.D.N.Y. Case No. 19-22243 Chapter 11 Petition filed February 12, 2019 Filed Pro Se In re 13 Bethune Blvd LLC Bankr. S.D.N.Y. Case No. 19-22249 Chapter 11 Petition filed February 12, 2019 Filed Pro Se In re ASH Restaurant Group Bankr. S.D.N.Y. Case No. 19-22250 Chapter 11 Petition filed February 12, 2019 See http://bankrupt.com/misc/nysb19-22250.pdf represented by: Jeffrey A. Reich, Esq. REICH REICH & REICH, P.C. E-mail: reichlaw@aol.com In re Eastern Timber Company, Inc. Bankr. D.S.C. Case No. 19-00850 Chapter 11 Petition filed February 12, 2019 See http://bankrupt.com/misc/scb19-00850.pdf represented by: Robert A. Pohl, Esq. POHL, P.A. E-mail: robert@pohlpa.com In re Johnny Hanna & Associates, LLC Bankr. E.D. Va. Case No. 19-10443 Chapter 11 Petition filed February 12, 2019 See http://bankrupt.com/misc/vaeb19-10443.pdf represented by: Lauren Friend McKelvey, Esq. ODIN, FELDMAN & PITTLEMAN, PC E-mail: lauren.mckelvey@ofplaw.com In re Teppanyaki Box LLC Bankr. E.D. Wash. Case No. 19-00327 Chapter 11 Petition filed February 12, 2019 Filed Pro Se ********* 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. 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