/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190311.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 11, 2019, Vol. 23, No. 69 Headlines 1515-GEENERGY: May Use Cash Collateral on Interim Basis ABRAMS LEARNING: Case Summary & 20 Largest Unsecured Creditors ALLIED FINANCIAL: Escobar Buying Two Aguadilla Properties for $81K ALPHATEC HOLDINGS: L-5 Healthcare Has 29.4% Stake as of March 5 ALPHATEC HOLDINGS: Reports Operating Loss of $7.7 Million for Q4 ARCHROCK PARTNERS: Moody's Rates New $500MM Unsec. Notes 'B2' ARR INVESTMENTS: Voluntary Chapter 11 Case Summary ASP CHROMAFLO: Fitch Rates Secured First Lien Term Loan 'B2' AYTU BIOSCIENCE: UBS Group AG Holds 16.1% Stake as of Feb. 28 BAILEY FOUR: 4C Ranch buying Uvalde County Property for $13.5M BAVARIA YACHTS: Unsecureds to Receive 25% of Allowed Claims BETTA BURGER: Unsecureds Get $421 Per Month for 60 Months BSC HOLDINGS CORP: Trustee Proposes an Auction of Personal Property CADIZ INC: Hoving & Partners Has 34.07% Stake as of Dec. 31 CADIZ INC: Nokomis Capital Has 9.9% Stake as of Dec. 31 CAH ACQUISITION: Case Summary & 20 Largest Unsecured Creditors CALIFORNIA RESOURCES: Masters Capital Has 7.8% Stake as of Dec. 31 CALIFORNIA RESOURCES: State Street Has 6.8% Stake as of Dec. 31 CALMARE THERAPEUTICS: Bard Associates Has 6.4% Stake as of Dec. 31 CATRINAS GROUP: U.S. Trustee Unable to Appoint Committee CELLECTAR BIOSCIENCES: Appoints Charles Bernhardt as Interim CFO CHARLES BRELAND: Trustee Selling Lake County Property for $2.4M COGECO COMMUNICATIONS: DBRS Confirms BB (high) Issuer Rating COMFORT HOLDING: Moody's Puts Caa1 CFR under Review for Upgrade CONSTANT VELOCITY: Non-insider Unsecured Creditors to Recoup 1% CUKER INTERACTIVE: U.S. Trustee Unable to Appoint Committee CUSTOM AIR DESIGN: Surrenders Vehicles to Wells Fargo Bank CYCLE-TEX INC: Arlington Machinery Buying Equipment for $490K CYCLE-TEX INC: C3 Technologies Buying Equipment for $108K DELTA DUCK: Arkel Buying All Assets for $5.11 Million ECOSPHERE TECHNOLOGIES: Sets Bidding Procedures for All Assets FLORIDA CLEANEX: Case Summary & 12 Unsecured Creditors GLANSAOL HOLDINGS: Files Chapter 11 Joint Liquidating Plan GLOBAL FISH: Seeks Access to Cash Collateral to Fund Operations GLOBAL HEALTHCARE: Lance Baller Has 9.3% Stake as of March 5 GLOBAL HOTELS: Court OK's Plan Outline; April 4 Plan Hearing GNC HOLDINGS: Forms Partnership with International Vitamin GOGO INC: Vanguard Group Has 3.9% Stake as of Dec. 31 HARBORSIDE ASSOCIATES: Cash Collateral Use Continued Until March 31 HUMANIGEN INC: Nantahala Has 1.3% Stake as of Dec. 31 IFS FILING SYSTEMS: Case Summary & 20 Largest Unsecured Creditors INNOVATIVE MATTRESS: Tempur World Buying Substantially All Assets JAGUAR HEALTH: Jonathan Glaser Has 9.6% Stake as of Dec. 31 JONG UK BYUN: Selling Los Angeles Property to C&M Metals for $5.5M JOSEPH HEATH: Bartlett Buying Alexandria Condo Unit 21 for $375K JTRL LLC: Hutton ST Buying Pittsburgh Property for $950K JUST ONE MORE: Case Summary & 2 Unsecured Creditors KAIROS HOMES: IRS Liens Attach to Sale Proceeds, Judge Says KEMPLON MARINE: Must File and Plan and Disclosures Before June 5 KENNETH HOOD: City Buying Cleveland Real Property for $200K KENNETH HOOD: Simcox Buying Bolivar Real Properties for $615K KEVIN J. HAAS: Bouviers Buying Hancock Property for $52K LIBERTY INTERACTIVE: Fitch Alters Outlook on 'BB' IDR to Positive LONGFIN CORP: Hudson Bay Capital Holds 9.99% of Class A Shares M3LIVE BAR: Case Summary & 20 Largest Unsecured Creditors MAGAR MAGAR: Trustee Selling Moscow Property to Peer for $300K MAYFLOWER COMMUNITIES: Allowed to Use UMB Bank Cash Collateral MCCLATCHY CO: Incurs $79.8 Million Net Loss in 2018 MCCLATCHY CO: Reports $27.5 Million Net Loss for Fourth Quarter MERCADO'S MEAT: Seeks Authorization to Use Cash Collateral NEO LIGHTS: Voluntary Chapter 11 Case Summary NEW CITY AUTO: Lupiant Buying All Assets for $1.6 Million NORTH EAST REALTY: Voluntary Chapter 11 Case Summary NORTHWEST FARM: No Distribution for Unsecured Creditors Under Plan OAKSHIRE MUSHROOM: Cash Use Through May 25 Allowed on Final Basis OMEROS CORP: D. E. Shaw Holds 5.1% Stake as of March 1 ORCHIDS PAPER: BML Investment Has 8.76% Stake as of Dec. 31 PAYLESS HOLDINGS: Seeks Authorization to Use Cash Collateral PENINSULA RESEARCH: Bank Wants to Terminate Cash Collateral Use PENINSULA RESEARCH: Pacific Western Seeks to Lift Automatic Stay PERKINS TIMBER: Case Summary & 16 Unsecured Creditors REAL CARE: New Plan Adds Information on Limitation of Liability REEL AMUSEMENTS: April 9 Plan Confirmation Hearing REGENCY PARK: April 10 Hearing on R. Singh's Proposed Plan Outline RENNOVA HEALTH: Completes Purchase of Jellico Hospital for $658K RESOLUTE ENERGY: John Goff No Longer Owns Common Shares RXSPORT CORP: U.S. Trustee Forms 4-Member Committee S&F MEAT: SIGNAPAY of NY Buying Assets for $950K SAN JUAN ICE: Payment to Unsecureds Raised to 25% Under Latest Plan SCHAEFER AMBULANCE: Seeks Authorization to Use Cash Collateral SEMLER SCIENTIFIC: Posts $5 Million Net Income in 2018 SEPCO CORP: Settlement Agreement with Allianz Insurers Disclosed SG ACQUISITION: Moody's Raises CFR to B2, Outlook Stable SHAUN MCLEAN: BW Buying Miromesnil Property for $1.2 Million SPIRIT AIRLINES: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ST. ALBANS CLEANERS: Unsecureds to Recoup 11% in Quarterly Payments STRUSS FARMS: Unsecureds to Get $1.375MM Over 20 Years at 5% SYNERGY PHARMACEUTICALS: Gets Final Nod on $25-Mil Loans, Cash Use TARGET HOSPITALITY: S&P Assigns 'B' ICR, Outlook Stable TATE'S AUTOMOTIVE: Voluntary Chapter 11 Case Summary TOWERSTREAM CORP: Barry Honig Is No Longer a Shareholder TOWERSTREAM CORP: Terminates Registration of Unsold Securities TREASURE ISLES: Case Summary & 20 Largest Unsecured Creditors TRIAL GROUP: Case Summary & 20 Largest Unsecured Creditors UNITED AGAMI: Seeks Authority to Use Medallion Cash Collateral UNITI GROUP: Fitch Cuts IDR to B; Ratings on Watch Negative UNITI GROUP: Searchlight Lowers Stake to 3.8% as of June 29 V R ASHIRWAD: Seeks Authorization to Use Cash Collateral VANGUARD OF MEMPHIS: April 9 Hearing on Disclosure Statement W RESOURCES: D. Murray Appointed as Liquidating Trustee WESTERN HOST: Triangle Cayman Renews Bid to Prohibit Cash Use WVSV HOLDINGS: Creditor 10K Wants to Implement Confirmed Plan XENETIC BIOSCIENCES: Obtains $3MM Proceeds from Stock Offering YUMA ENERGY: Appoints New Chief Restructuring Officer ********* 1515-GEENERGY: May Use Cash Collateral on Interim Basis ------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has entered an interim order authorizing 1515-GEEnergy Holding Co. LLC, and BBPC LLC, doing business as Great Eastern Energy, to use cash collateral in the ordinary course of its business. The Debtors may use cash collateral to: (a) finance their working capital needs and for any other general corporate purposes; and (b) pay related transaction costs, fees, liabilities and expenses (including all professional fees and expenses) and other administration costs incurred in connection with and for the benefit of these Chapter 11 cases, in each case solely to the extent consistent with the Budget or the Interim Order. Prior to Petition Date, BBPC and Macquarie Investments US Inc. are parties to that Borrowing Base Facility Agreement, pursuant to which Macquarie and Macquarie Energy LLC provided certain Credit Extensions to BBPC. As of the Petition Date, BBPC's Obligations included, without limitation: (a) obligation of not less than $60,222,117 under the ISDA Master Agreement; (b) obligation of not less than $677,741 in respect of Reimbursement Obligations and Working Capital Fees owing under the Prepetition Credit Agreement, and (c) obligation to post cash or credit support to Macquarie in the form of letters of credit acceptable to Macquarie in its sole discretion, an amount of not less than $30,689,086 as collateralization for 105% of the full undrawn amount of all outstanding Letters of Credit. The Prepetition Obligations are secured by valid, binding, perfected first-priority security interests in and liens on, including substantially all of the assets of BBPC, including cash and equity interests in BBPC. All of BBPC's cash as of the Petition Date constitutes cash collateral of the Prepetition Secured Creditors. Macquarie Energy, on behalf of itself and for the benefit of the Prepetition Secured Creditors, is granted, to the extent of any diminution in value of their interests in the Prepetition collateral from and after the Petition Date, the following: (a) An additional and replacement continuing valid, binding, enforceable, non-avoidable and automatically perfected postpetition security interests in and liens on all of each Debtor's presently owned or hereafter acquired property and assets, whether such property and assets were acquired by such Debtor before or after the Petition Date, of any king or nature, whether real or personal, tangible or intangible, wherever locate; (b) An allowed superpriority administrative expense claim pursuant to sections 503(b), 507(a) and 507(b) of the Bankruptcy Code, which 507(b) Claim will be an allowed claim against each of the Debtors -- jointly and severally. The 507(b) claim will be payable from all prepetition and postpetition property of the Debtors and the proceeds thereof. (c) The Debtors are authorized and directed to pay all reasonable and documented prepetition and postpetition fees and expenses of counsel for the Prepetition Secured Creditors: Haynes and Boone, LLP, and Morris, Nichols, Arsht & Tunnell LLP. (d) The Debtors will pay to Macquarie Energy, for the benefit of itself and the Prepetition Secured Creditors, monthly adequate protection payments in an amount resulting from applying a per annum rate equal to the non-default contract interest rate set forth in the Prepetition Credit Agreement to the aggregate outstanding amount of Prepetition Secured Obligations as of the Petition Date. (e) The Debtors will permit representatives, agents and employees of the Prepetition Secured Creditors to have reasonable access to (i) inspect the Debtors' properties, (ii) examine the Debtors' books and records; and (iii) discuss the Debtors' affairs, finances and condition with the Debtors' senior management and financial advisors. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/deb19-10303-31.pdf About Great Eastern Energy With its headquarters in Brooklyn, New York, BBPC LLC, doing business as Great Eastern Energy, provides energy commodities to retail customers. BBPC began serving natural gas customers in New York, New Jersey and Massachusetts in 2000, and later expanded to serve electricity customers in New York, New Jersey, Massachusetts, and Connecticut in 2013. 1515-GEEnergy Holding Co. LLC owns 100% of the equity in BBPC. 1515-GEEnergy Holding Co. LLC and BBPC LLC sought Chapter 11 protection (Bankr. D. Del. Case Nos. 19-10303 and 19-10304) on Feb. 14, 2019. The Debtors estimated $50 million to $100 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Kevin J. Carey is the case judge. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as bankruptcy counsel; McLaughlin & Stern, PLLC as co-counsel; Glassratner Advisory & Capital Group, LLC, as financial advisor; and Omni Management Group, Inc., as claims and noticing agent. ABRAMS LEARNING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Abrams Learning and Information Systems, Inc. 4270 John Marr, #277 Annandale, VA 22003 Business Description: Abrams Learning and Information Systems, Inc. -- http://www.alisinc.com-- is a verified Service-Disabled Veteran Owned Small Business (SDVOSB) headquartered in Arlington, Virginia. ALIS provides government and business clients with solutions and services in: workforce development, strategic planning, change management, program management, exercise support, and executive and management education. The Company has worked with clients in government, academia, and private organizations to address their critical needs and meet their goals for the future. Chapter 11 Petition Date: March 7, 2019 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Case No.: 19-10725 Judge: Hon. Klinette H. Kindred Debtor's Counsel: Lauren Friend McKelvey, Esq. ODIN, FELDMAN & PITTLEMAN, PC 1775 Wiehle Avenue, Suite 400 Reston, VA 20190 Tel: 703-218-2100 Fax: 703-218-2160 E-mail: lauren.mckelvey@ofplaw.com Total Assets as of March 7, 2019: $2,124,253 Total Liabilities as of March 7, 2019: $8,446,263 The petition was signed by Cecelia Abrams, interim president. 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/vaeb19-10725.pdf ALLIED FINANCIAL: Escobar Buying Two Aguadilla Properties for $81K ------------------------------------------------------------------ Allied Financial, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to authorize the sale to Sandro Escobar of the following lots of land located at Barrio Aguacate Road No. 110 Km 5.1, Aguadilla, Puerto Rico: (a) Lot of Land Num. 30,064, Registered at Vol. 588 of the "folio movil" in Aguadilla Property Registry for $35,524; and (b) Lot of Land Num. 30,073, Registered at Vol. 588 of the "folio movil" in Aguadilla Property Registry for $45,000. The Debtor listed in its Schedules an interest in the 30,064 Property and the 30,073 Property. It acquired the properties by Judicial Sale before Notary Public Shariann Morales Feliciano, on Dec. 4, 2013. Oriental Bank holds the 1st rank lien over the properties. The Debtor has identified the Purchaser as a potential buyer for the Properties in the amount of: a) $35,524 for the 30,064 Property and b) $45,000 for the 30,073 Property. The parties have executed their Purchase Option Agreement. Although there is no recent appraisal of the properties, the Debtor is selling these Properties at current market values within the area. The Purchaser is a willing and able purchaser. The sale of the Property is in benefit of the estate and all parties in interest. Oriental Bank has agreed to the sale and will be receiving the net proceeds of the sale in the amount of approximately $76,513. The transfer of the Properties will be free and clear of liens, and exempt from the payment of taxes, stamps and vouchers, if the transaction for some reason is delayed and takes place after the Plan of Reorganization is confirmed. Each of the parties to the sale will assume its own payment of expenses under the provisions of the Notary Law of Puerto Rico. Furthermore, the Debtor received from Purchaser a check in the amount of $5,000 as a good faith deposit under the purchase option, which will be applied to the purchase price at the closing, if the Purchaser exercises the option and buys the property as per the terms and conditions of the agreement. Properties 30,064 and 30,073, have property tax debt, in the amount of $1,056 and $1,292 respectively. Any amounts owed to CRIM will be paid with the proceeds of the sale. The Purchase Option Agreement will expire 90 days from the date of the agreement or 10 days from the date the sale is approved by the Bankruptcy Court, whichever is later. There are no common maintenance fees or homeowners' association dues in relation to the property, since such association does not exist. Objections, if any, must be filed within 21 days from the date the Motion was served. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/ALLIED_FINANCIAL_315_Sales.pdf About Allied Financial Allied Financial, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-00180) on Jan. 15, 2016. In the petition was signed by Rafael Portela, president of the Board of Directors, the Debtor disclosed total assets of $10.3 million and total debt of $9.14 million. Judge Mildred Caban Flores oversees the case. C. Conde & Assoc. is counsel to the Debtor. ALPHATEC HOLDINGS: L-5 Healthcare Has 29.4% Stake as of March 5 --------------------------------------------------------------- L-5 Healthcare Partners, LLC and Paul Segal disclosed in their most recent filing with the Securities and Exchange Commission that as of March 5, 2019, they beneficially own 14,682,540 shares of common stock of Alphatec Holdings, Inc., which represents 29.39 percent of the shares outstanding. "The Reporting Persons have had ongoing discussions with the Issuer regarding a range of issues, including the business of the Issuer; operations; capital allocation; asset allocation; capitalization; financial condition; liquidity; and overall business strategy. As a result of such discussions, the Reporting Persons are potentially considering making (or causing an affiliate to make) a proposal to provide capital to the Issuer. The Reporting Persons are also considering acquiring (or causing an affiliate to acquire) additional shares of the Issuer's Common Stock on the open market during an open trading window or pursuant to a purchase plan. No assurances can be given (i) that any proposal regarding a financing transaction will be made by the Reporting Persons, (ii) regarding the terms and details of any such proposal, (iii) that any proposal made by the Reporting Persons will be accepted by the Issuer, (iv) that a financing transaction will be consummated or (v) that the Reporting Persons will acquire any additional shares of the Issuer’s Common Stock. "The Reporting Persons intend to regularly review their investment in the Issuer. Based on such review, as well as other factors (including their evaluation of the Issuer's business, prospects and financial condition, the market price for the Issuer's securities, other opportunities available to them and general market, industry and economic conditions), the Reporting Persons, and/or other persons affiliated with them, may, and reserve the right to, sell some or all of the Common Stock on the open market, in privately negotiated transactions, in underwritten offerings or otherwise. The Reporting Persons may formulate such plans or proposals for, and may from time to time explore, or make such proposals relating to, transactions or actions which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D/A," as disclosed in the SEC filing. A full-text copy of the Schedule 13D/A is available for free at: https://is.gd/sWSsau About Alphatec Holdings Carlsbad, California-based Alphatec Holdings, Inc., through its wholly owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical device company that designs, develops, and markets technology for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. The Company markets its products in the U.S. via independent sales agents and a direct sales force. Alphatec incurred a net loss of $2.29 million in 2017 following a net loss of $29.92 million in 2016. As of Sept. 30, 2018, the Company had $131.5 million in total assets, $33.14 million in total current liabilities, $34.28 million in long-term debt, $16.22 million in other long-term liabilities, $23.60 million in redeemable preferred stock, and $24.21 million in total stockholders' equity. ALPHATEC HOLDINGS: Reports Operating Loss of $7.7 Million for Q4 ---------------------------------------------------------------- Alphatec Holdings, Inc. announced financial results and operating highlights for the fourth quarter and full year ended Dec. 31, 2018. The Company also announced that it has secured an additional $30 million financing commitment from Squadron Capital to fund continued growth initiatives. Organizational, Commercial, and Product Highlights * Received FDA 510(k) clearance for 12 products * Released 12 products for alpha evaluation * Acquired SafeOp Surgical, Inc. and received 510(k) clearance for the SafeOp advanced neuromonitoring system * Made significant progress transforming the salesforce, generating nearly 30% year-over-year revenue growth from strategic distribution partners * Increased revenue per distributor by approximately 20% while reducing total number of distributors by approximately 20% * Doubled new surgeon revenue in 2018 * Continued the Company's organizational and cultural transformation, hiring nearly 45% of the current ATEC team in 2018, the vast majority of which are focused on the product and technology pipeline "2018 was a pivotal year for ATEC. We began to build a strong foundation through our 12 new alpha product releases, development of unprecedented neuromonitoring technology, and the transformation of the cultural mindset of our organization," said Pat Miles, chairman and chief executive officer. "Our revenue in the fourth quarter accelerated at a double-digit rate on both a sequential and year-over-year basis. This is the result of sales channel improvements, and does not yet reflect the impact of our product portfolio enhancements. We expect the clinical distinction of these new solutions will continue to drive accelerated surgeon adoption and attract an even greater number of high-caliber distributors." Comparison of 2018 to 2017 Financial Results U.S. product revenue for the fourth quarter 2018 was $23.1 million, up 10% compared to $20.9 million in the fourth quarter 2017. U.S. product revenue for the full year 2018 was $83.7 million, down 4% compared to $86.9 million in the full year 2017, attributed to the transition or discontinuation of legacy, non-strategic distribution. For the full year 2018, revenue from strategic distribution grew $14.8 million, or 29%, while revenue from legacy distribution decreased $18.2 million, or 51%. Revenue growth generated by strategic distributors is increasingly offsetting the revenue impacts associated with transitioning or discontinuing legacy distributor relationships. U.S. gross profit and gross margin for the fourth quarter 2018 were $16.5 million and 71.6%, respectively, compared to $16.0 million and 76.6%, respectively, for the fourth quarter 2017. U.S. gross profit and gross margin the full year 2018 were $62.7 million and 75.0%, respectively, compared to $66.6 million and 76.6%, respectively, for the full year 2017. U.S. gross margin was pressured in 2018 by increased excess and obsolete inventory expense related to legacy products. Gross profit and gross margin reflect the reclassification of instrument depreciation from cost of sales to selling, general, and administrative expenses for both 2018 and 2017. The reclassification of depreciation expense was $5.3 million for 2018 and $5.9 million for 2017. Total operating expenses for the fourth quarter 2018 were $24.3 million, reflecting an increase of $4.0 million compared to $20.3 million in the fourth quarter 2017. Total operating expenses for the full year 2018 were $85.7 million, reflecting an increase of $8.5 million compared to $77.2 million in the full year 2017. On a non-GAAP basis, excluding restructuring charges, stock-based compensation, transaction-related expenses, litigation-related expenses, and fair value adjustments, and one-time gains, total operating expenses in the fourth quarter 2018 increased to $20.1 million from $17.5 million in 2017, and increased to $77.2 million for the full year 2018 from $71.6 million in 2017. These increases are attributed to increased investments in organic product development, the support of new product launches, and investment in the sales channel. Total operating expenses reflect the reclassification of instrument depreciation from cost of sales to selling, general, and administrative expenses for both 2018 and 2017. The reclassification of depreciation expense was $5.3 million for 2018 and $5.9 million for 2017. Operating loss for the fourth quarter 2018 was $7.7 million, compared to a loss of $3.6 million for the fourth quarter 2017, of which $1.7 million was attributed to an increase in restructuring and litigation-related expenses. Operating loss for the full year 2018 was $22.4 million, compared to a loss of $9.0 million for the full year 2017, of which $6.7 million was attributed to an increase in stock-based compensation and litigation-related expenses. Non-GAAP Adjusted EBITDA in the fourth quarter was a loss of $1.7 million, compared to income of $1.3 million in the fourth quarter 2017. Non-GAAP Adjusted EBITDA in the full year 2018 was a loss of $7.1 million, compared to income of $4.1 million in the full year 2017. Current and long-term debt includes $35.0 million in term debt and $11.0 million outstanding under the Company's revolving credit facility at Dec. 31, 2018. This compares to $32.4 million in term debt and $10.3 million outstanding under the Company's revolving credit facility at Dec. 31, 2017. Cash and cash equivalents were $29.1 million at Dec. 31, 2018, compared to $22.5 million reported at Dec. 31, 2017. Expanded Credit Facility On March 7, 2019, ATEC secured a commitment of up to $30 million in additional secured financing from Squadron Medical Finance Solutions. This capital will be made available under the same material terms and conditions as the existing term loan with Squadron, subject to customary closing conditions. In connection with this additional commitment, ATEC will issue warrants to Squadron to purchase 4.8 million shares of ATEC common stock at an exercise price of $2.17 at the time of the first draw under the credit facility. ATEC expects this transaction to close before the end of March 2019. "We are pleased to again be partnering with Squadron, a well-informed, long-term strategic investor. Squadron has consistently proven to be a strong supporter of the ATEC team and our vision," said Jeff Black, ATEC chief financial officer. "We anticipate that this financing will allow us to execute our business and fund our growth initiatives into the second half of 2020. Importantly, with this financing, we can continue our focus on unlocking value through new innovative technologies and partnerships." 2019 Financial Outlook Alphatec expects total 2019 revenue between $98.0 million and $103.0 million, with U.S. product revenue between $94.0 million and $98.0 million, reflecting U.S. revenue growth of 13% to 17% compared to 2018. A full-text copy of the press release is available for free at: https://is.gd/bG3SMC About Alphatec Holdings Carlsbad, California-based Alphatec Holdings, Inc., through its wholly owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical device company that designs, develops, and markets technology for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. The Company markets its products in the U.S. via independent sales agents and a direct sales force. Alphatec incurred a net loss of $2.29 million in 2017 following a net loss of $29.92 million in 2016. As of Sept. 30, 2018, the Company had $131.46 million in total assets, $33.14 million in total current liabilities, $34.28 million in long-term debt, $16.22 million in other long-term liabilities, $23.60 million in redeemable preferred stock, and $24.21 million in total stockholders' equity. ARCHROCK PARTNERS: Moody's Rates New $500MM Unsec. Notes 'B2' ------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Archrock Partners, L.P.'s (APLP) proposed $500 million senior unsecured notes due 2027. Concurrently, Moody's affirmed the B3 rating on its existing senior unsecured notes. Moody's also affirmed APLP's other ratings, including its B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating and SGL-3 Speculative Liquidity (SGL) Rating. The outlook remains stable. The proposed notes benefit from its parent Archrock Inc.'s (AROC, unrated) guarantee. APLP's existing senior notes do not benefit from such a parent guarantee. AROC has additional operating assets and EBITDA as well as owning all of the limited partner interest in APLP. Net proceeds from the notes offering are expected to be used to redeem $350 million of APLP's outstanding 6% senior notes due 2021 and to partially repay outstanding borrowings under its credit facility. Ratings are subject to Moody's review of final documentation and the execution of the transaction as proposed. "The proposed notes issuance is opportunistically refinancing Archrock Partners' existing notes and extending maturities," commented Amol Joshi, Moody's Vice President. Assignments: Issuer: Archrock Partners, L.P. - Gtd Senior Unsecured Global Notes due 2027, Assigned B2 (LGD5) Affirmations: Issuer: Archrock Partners, L.P. - Corporate Family Rating, Affirmed B1 - Probability of Default Rating, Affirmed B1-PD - Speculative Grade Liquidity Rating, Affirmed SGL-3 - Gtd Senior Unsecured Global Notes due 2021, Affirmed B3 (LGD6 from LGD5) - Gtd Senior Unsecured Global Notes due 2022, Affirmed B3 (LGD6 from LGD5) Outlook Actions: Issuer: Archrock Partners, L.P. - Outlook, Remains Stable RATINGS RATIONALE The proposed senior notes are rated B2, one notch below the company's B1 CFR in accordance with Moody's Methodology "Loss Given Default for Speculative-Grade Companies" published in December 2015. These notes are guaranteed by AROC, which also guarantees the company's revolving credit facility. The existing notes do not have AROC's guarantee and are rated B3, two notches below the company's B1 CFR. Both the parent-guaranteed senior notes and the existing senior notes have subsidiary guarantees, and all notes are junior to the claim of the relatively large $1.25 billion asset-based revolving credit facility. If all of the existing notes are redeemed and APLP's debt is comprised only of the revolver and parent-guaranteed senior notes, it could pressure the parent-guaranteed notes rating. An increasing proportion of the revolver relative to the unsecured notes in the capital structure due to a meaningful increase in the size of the revolver, high utilization of the revolver or additional redemption of existing notes could also pressure the parent-guaranteed notes rating. APLP's B1 CFR reflects its leading position in natural gas compression services, basin diversity, reasonably stable gross margins, and growing US natural gas demand driving demand for the company's compression services. Moody's expects utilization levels and pricing to gradually improve in 2019 leading to EBITDA growth. However, APLP will likely continue to carry high debt balances, and total leverage should remain over 5x through mid-2020. APLP's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity supported by access to a $1.25 billion asset-based revolving credit facility. The facility matures on the earlier of March 30, 2022 or December 2, 2020 if any portion of the unsecured notes due April 2021 are outstanding on that date. As of December 31, 2018, $839.5 million was outstanding under this facility. Financial covenants include minimum interest coverage of 2.5x, maximum Senior Secured Debt to EBITDA of 3.5x, and maximum Total Debt to EBITDA through 2018 of 5.95x, dropping to 5.75x through 2019 and tightening further after 2019. Availability under the revolver could be constrained by these covenants, but the covenant calculation uses consolidated EBITDA which is higher than APLP's EBITDA. Moody's expects the company to remain in covenant compliance through mid-2020. Alternate sources of liquidity are limited as its assets are pledged as collateral to the revolver. The stable outlook reflects Moody's expectation that gross margins will stay relatively stable. The ratings could be considered for an upgrade if the company is able to sustain debt to EBITDA below 4.5x. The ratings could be downgraded if leverage increases, with debt to EBITDA rising above 5.5x. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. Archrock Partners, L.P. is a Delaware limited partnership and is a leading provider of natural gas contract compression services to customers throughout the United States. Subsequent to the merger transaction that closed in April 2018, Archrock Inc. owns all of the limited partner interest in APLP after acquiring all of the outstanding common units of APLP that it did not already own, while also eliminating incentive distribution rights. ARR INVESTMENTS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Three affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- ARR Investments, Inc. 19-01494 2600 E. Jackson Street Orlando, FL 2803 ARR Child Care, Inc. 19-01495 2600 E. Jackson Street Orlando, FL 32803 Arista Academy, Inc. 19-01496 2600 E. Jackson Street Orlando, FL 32803 Business Description: Arr Investments, Inc. and its subdiaries offer learning centers for infants, toddlers, preschoolers and Voluntary Pre- Kindergarten in Orlando, Florida. The Learning Centers provide computer labs; dance, yoga, music classes; aerobics; foreign language instruction; before/after school transportation; certified lifeguard/safety instructor for swim lessons and play; and mini camp breaks and summer camp. For more information, visit http://www.arr-learningcenters.com. Chapter 11 Petition Date: March 8, 2019 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtors' Counsel: Jimmy D. Parrish, Esq. BAKER & HOSTETLER LLP 200 S. Orange Avenue SunTrust Center - Suite 2300 Orlando, FL 32801 Tel: (407) 649-4000 Fax: (407) 841-0168 Email: jparrish@bakerlaw.com ARR Investments' Estimated Assets: $1 million to $10 million ARR Investments' Estimated Liabilities: $1 million to $10 million ARR Child Care's Estimated Assets: $1 million to $10 million ARR Child Care's Estimated Liabilities: $1 million to $10 million Arista Academy's Estimated Assets: $1 million to $10 million Arista Academy's Estimated Liabilities: $1 million to $10 million The petitions were signed by Alejandrino Rodriguez, president. The Debtors stated they have no unsecured creditors. The full-text copies of the petitions are available for free at: http://bankrupt.com/misc/flmb19-01494.pdf http://bankrupt.com/misc/flmb19-01495.pdf http://bankrupt.com/misc/flmb19-01496.pdf ASP CHROMAFLO: Fitch Rates Secured First Lien Term Loan 'B2' ------------------------------------------------------------ Moody's Investors Service has assigned B2 ratings to the proposed add-on USD first-lien senior secured term loans issued by ASP Chromaflo Intermediate Holdings, Inc. and ASP Chromaflo Dutch I B.V. The expected issuance proceeds of $60 million will be used to repay a portion of its existing second-lien senior secured term loan, and for transaction fees and expenses. Similar to the existing first-lien term loans, these add-on first-lien term loans rely on a ratable participation and assignment mechanism to ensure that investors can only own and sell proportional amounts of each term loan, which would equalize their recovery. The ratings are subject to the transaction closing as proposed and receipt and review of the final documentation. Assignments: Issuer: ASP Chromaflo Dutch I B.V. - Gtd Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Issuer: ASP Chromaflo Intermediate Holdings, Inc. - Gtd Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Ratings Unchanged: Issuer: ASP Chromaflo Holdings II, LP - Corporate Family Rating, B3 - Probability of Default Rating, B3-PD - Outlook, Stable Issuer: ASP Chromaflo Intermediate Holdings, Inc. - Senior Secured First Lien Bank Credit Facility, B2 (LGD3) - Senior Secured Second Lien Term Loan, Caa2 (LGD6 from LGD5) Issuer: ASP Chromaflo Dutch I B.V. - Senior Secured First Lien Term Loan, B2 (LGD3) RATINGS RATIONALE Chromaflo's issuance of additional first-lien term loans to refinance a portion of its existing second-lien term loan will be net debt neutral and modestly reduce interest expense. Chromaflo's B3 CFR is currently well positioned, thanks to its earnings improvement which reduced debt leverage after its buyout by American Securities in 2016. Adjusted debt to EBITDA declined to 5.7x at the end of September 2018, from 6.2x at the end of 2016. Chromaflo's first-lien debt is rated at B2, as its first-lien debt leverage will be 4.9x following this transaction, similar to the level of its initial buyout in 2016. However, the rating for the first-lien term loan could be lowered to the same level as the B3 CFR, if the amount of first lien debt in the capital structure increases further. Chromaflo's B3 Corporate Family Rating reflects its small business scale and limited product diversity, elevated financial leverage and exposure to the cyclical global housing market. Moody's expects the company to pursue acquisitions to supplement its organic growth which entails ongoing event risk as well as financial and integration risks. Its rating is supported by diverse customer base, geographic reach and solid EBITDA margins thanks to its customized and proprietary formulations of colorants for buildings, industrial applications and thermoset plastics. The rating is also supported by expectations of solid free cash flow because of the asset-light nature of its business. The stable outlook reflects Moody's expectation that the company will gradually increase volumes and earnings due to customer wins and increased penetration into industrial and thermoset markets in Europe and Asia. Chromaflo's adequate liquidity is supported by cash on hands ($19.4 million as of 9/30/2018), the company's free cash flow generation and $50 million revolving credit facility. The credit facility matures in November 2021. As of 9/30/2018, approximately $3 million was drawn from the revolver. The revolver has a springing first lien leverage ratio set at 6.35x, if utilization is greater than 35%. Moody's expects periodic use of revolver to meet its working capital needs given the seasonality of the painting business, as well as for small tuck-in acquisitions. Moody's could upgrade Chromaflo if the company maintains solid operating performance, generates a sustained Moody's-adjusted retained cash flow/debt ratio of 8-10%, free cash flow to debt of 4-5% and demonstrates a track record of paying down debt such that Moody's-adjusted debt/EBITDA ratio falls solidly below 5.5x. Moody's could downgrade the ratings if Chromaflo's operating performance, liquidity profile and credit metrics deteriorate. Furthermore, Moody's would consider downgrading Chromaflo's ratings if (1) its debt/EBITDA ratio remains sustainably above 6.0x; or (2) if free cash flow turns negative. The principal methodology used in these ratings was Chemical Industry published in January 2018. ASP Chromaflo Holdings II, LP (Chromaflo) is a global supplier of liquid colorant systems for architectural and industrial coatings and thermoset plastics end markets. Headquartered in Ashtabula, Ohio, Chromaflo has production facilities in the US, Canada, Finland, the Netherlands, South Africa, Australia, India and China. As of 2017, approximately 43% of the company's revenues were generated in the U.S. and Canada, 40% in Europe, and 17% in China and other remaining region. The company generated revenues of $354 million in the twelve months ended September 30, 2018. In November 2016, American Securities, partnered with Chromaflo's management, acquired the company from its previous owner Arsenal Capital Partners and Nordic Capital. AYTU BIOSCIENCE: UBS Group AG Holds 16.1% Stake as of Feb. 28 ------------------------------------------------------------- UBS Group AG directly and on behalf of certain subsidiaries disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Feb. 28, 2019, it beneficially owns 2,000,000 shares of common stock of Aytu Bioscience, Inc., which represents 16.14 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/w95R9D About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty pharmaceutical company focused on global commercialization of novel products addressing significant medical needs. The company currently markets Natesto, the only FDA-approved nasal formulation of testosterone for men with hypogonadism, ZolpiMist, an FDA-approved, commercial-stage prescription sleep aid indicated for the short-term treatment of insomnia characterized by difficulties with sleep initiation, and recently acquired Tuzistra XR, the only FDA-approved 12-hour codeine-based antitussive oral suspension. Additionally, Aytu is developing MiOXSYS, a novel, rapid semen analysis system with the potential to become a standard of care for the diagnosis and management of male infertility caused by oxidative stress. MiOXSYS is commercialized outside of the U.S. where it is a CE Marked, Health Canada cleared, Australian TGA approved, Mexican COFEPRAS approved product, and Aytu is planning U.S.-based clinical trials in pursuit of 510k de novo medical device clearance by the FDA. Aytu's strategy is to continue building its portfolio of revenue-generating products, leveraging its focused commercial team and expertise to build leading brands within large, growing markets. Aytu Bioscience reported a net loss of $10.18 million for the year ended June 30, 2018, compared to a net loss of $22.50 million for the year ended June 30, 2017. As of Dec. 31, 2018, Aytu Bioscience had $42.39 million in total assets, $22.50 million in total liabilities, and $19.89 million in total stockholders' equity. EKS&H LLLP, in Denver, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BAILEY FOUR: 4C Ranch buying Uvalde County Property for $13.5M -------------------------------------------------------------- Bailey Four Canyon Ranch asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of the real property described as Four Canyon Ranch, Uvalde County, Texas, together with all improvements thereon, to 4C Ranch Properties, LLC for $13.5 million. Objections, if any, must be filed within 21 days from the service of Motion. The parties have executed their Farm and Ranch Contract for the sale of the property. The sale under the Contract is to be free and clear of all liens, claims, charges and encumbrances, except as provided in the Contract. The property is subject to the following liens: (i) First Lien of Buffalo Equipment, Inc. and Spirit of Texas Bank in the amount of $8,299,320; (ii) Second Lien of Grey Fox Secured Funding, L.P. in the amount of $2,941,875; (iii) third Lien of ACBC Investments, LLC in the amount of $997,996; (iv) Fourth Lien of KRM Investments, Inc. in the amount of $500,000; and (v) Ad Valorem Property Taxes in an unknown amount. All secured creditors approve of the sale and have been consulted by the Debtor. The Purchaser's offer is the best overall offer that has been received for the Real Property. Therefore, the best alternative for the estate and its creditors is the sale of the Real Property to the Purchaser. The Debtor asks that the Court approves the sale of the Real Property free and clear of all liens and ownership rights owned by any and all third parties. The Debtor has negotiated in good faith to sell the Real Property to the Purchaser. It believes that the $13.5 million purchase price for the Real Property is the best price currently obtainable for the Real Property in an arms'-length transaction. The Debtor further submits that the sale of the Real Property is in the best interests of its estate and its creditors-at-large. The facts of the case justify the ordinary course of business sale as the sale of the Real Property will result in the payment of all of Debtor's secured claims at closing of the sale and all remaining claims of creditors will be paid pursuant to a Plan to be proposed by the Debtor. The Motion is filed on an emergency basis so that the Debtor can ensure that the sale described in the Motion will go forward as planned. An emergency exists because by Agreed Order, all secured parties agreed to a sale of the Real Property. Therefore, it asks that an emergency hearing be held convenient to the Court's schedule prior to the week of March 4, 2019 in order to avoid the consequences of the foreclosure sale now set to be conducted on March 5, 2019. Finally, the Debtor asks the Court to waive the requirements of Bankruptcy Rule 6004(h) such that the 14-day waiting period for finality of the Court's Order of Sale is waived. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Bailey_Four_42_Sales.pdf About Bailey Four Canyon Ranch Bailey Four Canyon Ranch -- http://www.fourcanyons.com/-- owns a whitetail breeding ranch located in Houston, Texas. The Company is dedicated to breeding the optimal mix of both Northern and South Texas deer to create the biggest and best deer herd in Texas. Bailey Four Canyon Ranch filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Tex. Case No. 18-60055) on Aug. 6, 2018. The petition was signed by Kenneth F. Bailey, Jr., manager FKB Enterprises, LLC, GP. The Debtor estimated $10 million to $50 million in both assets and liabilities. The case is assigned to Judge David R. Jones. Richard L. Fuqua, II, Esq. at FFuqua & Associates, P.C., is the Debtor's counsel. BAVARIA YACHTS: Unsecureds to Receive 25% of Allowed Claims ----------------------------------------------------------- Bavaria Yachts USA, LLLP, filed a disclosure statement describing its proposed plan of reorganization dated March 1, 2019. The Plan contemplates the complete liquidation of the funds available to Debtor and held by McBryan, LLC in its escrow account and the resolution of the outstanding Claims against and Interests in Debtor. The Plan classifies all Claims against and Interests in Debtor into separate Classes. Upon payment of the claims final tax returns will be filed and the limited liability partnership will be dissolved. Upon Confirmation, the Funds held by McBryan, LLC will be turned over to Debtor's accounts and become the part of "The Distribution Pool." The Distribution Pool will be paid pro rata to unsecured creditors, exclusive of and after any administrative expenses, including professional fees awarded, the Indemnification Claim and/or priority tax claims and after secured/maritime lien claims. The Distribution Pool will be paid out first with an Initial Distribution Date commencing about 10 days after the effective date after confirmation, with an amount equal to approximately 50% of the amount held in the Distribution Pool and which Initial Distribution include payments for Class 1, 2 and Class 4 Unsecured Convenience Class claims who would receive a one-time lump sum payment equal to 25% of their Allowed Claim, and approximately half of the allowed Class 3 claims. The Distribution Pool will maintain the other approximately 50% to be sure that any claims objections if not sustained will fully fund on a pro-rata basis those allowed claims. Within 45 days that all unresolved claims objections have been resolved, the remaining amount held in the Distribution Pool will be distributed. The source of funds for the payments pursuant to the Plan is the fund held by McBryan, LLC in its escrow and any recovery from the pending adversary proceedings. The amount held in the escrow account is $1,213,804.33. A copy of the Disclosure Statement dated March 1, 2019 is available at https://tinyurl.com/y5dd85zj from Pacermonitor.com. About Bavaria Yachts Bavaria Yachts USA, LLLP, is a Georgia limited liability limited partnership which is in the business of buying and selling new and used Bavaria boats. Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-68583) on Oct. 18, 2016. The petition was signed by Kenneth Feld, manager of Oddbody LLC, the Debtor's general partner. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor tapped Louis G. McBryan, Esq., of McBryan LLC, to serve as legal counsel in connection with its Chapter 11 case. The Debtor hired Alexander Dombrowsky, Esq., at Robert Allen Law, as its special counsel; and Mark M. Chase and Chase CPA, LLC, as its accountant. No official committee of unsecured creditors has been appointed in the case. BETTA BURGER: Unsecureds Get $421 Per Month for 60 Months --------------------------------------------------------- Betta Burger Group, LLC-Series A, Case Number 18 B 18394 ("Series A"), Betta Burger Group, LLC-Series B, Case Number 18 B 18397 ("Series B"), and Betta Burger Group, LLC, filed a Consolidated Chapter 11 Plan and Disclosure Statement. CLASS 2 - Allowed Non-Priority Unsecured Claims. Each Holder of Allowed Class 2 Claims (Airgas US LLC for $249, Shops of Oak Lawn for $176,000 and Jeff Cat LLC for $76,700) totaling $252,950 shall be paid 10% (total pro rata of $25,295.01) without interest of all Claims held by such Holders with a payment each month of $421.58 pro rata for sixty months. CLASS 1A - Secured Claim of Byline Bank holds a perfected security interest on assets of the Debtors in the amount of $660,525.48 which is a secured claim. Commencing thirty days after the effective date, the Debtors shall make monthly payments on the fifteenth day of each month to Byline directly in the amount of $2,500.00 per month until the secured claim is paid in full with interest as provided in the underlying agreement. CLASS 1B - Secured Claim of Cophers Moving and Storage, Inc. holds a security interest in regards to the storage of the assets of Series B which were placed into storage upon the closing of Series B in the amount of $14,045.00. Commencing thirty days after the effective date, the Debtors shall make monthly payments on the fifteenth day of each month to Cophers Moving and Storage, Inc. directly in the amount of $300.00 per month until the secured claim is paid in full (60 Months). CLASS 1C - Secured Claim of Toyota Lease Trustee holds a perfected security interest on lease of a 2015 Lexus of the Debtor which is a secured claim in the amount of $10,023.90. The Debtors shall be given credit for all payments made post petition and shall be make the monthly lease payments of $668.25 until termination of the lease in September 2019. Commencing thirty days after the effective date, the Debtors shall make monthly payments as stated on the fifteenth day of each month. CLASS 3 - Interests. Equity interest holders are parties who held an ownership interest (i.e., equity interest or stock) in the Debtor as of the Petition Date. In a corporation, entities or persons holding common or preferred stock are equity interest holders. The debtors have one class of common stockholders. Stockholders will not receive any disbursements under this plan. The Debtors will make all payments out of its future income from general operations of Series A, and in the future Series B. The Debtors expect to receive net income sufficient to pay all Claims as proposed by the Plan. Creditors can review a detailed projection of the Debtors’ Income and Expenses, which is attached. The Debtors filed the Plan and Disclosure Statement on March 4, 2019, after the Court approved their third request to extend the date to file a Plan and Disclosure Statement. A full-text copy of the Disclosure Statement dated March 4, 2019, is available at https://tinyurl.com/y27lttpw from PacerMonitor.com at no charge. About Betta Burger Group Betta Burger Group LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-18394) on June 28, 2018. In the petition signed by Faysil Mohamed, managing member, the Debtor estimated $0 to $50,000 in assets and $500,001 to $1 million in liabilities. The Debtor is represented by Ben L. Schneider, Esq., of Schneider & Stone. BSC HOLDINGS CORP: Trustee Proposes an Auction of Personal Property ------------------------------------------------------------------- Eva M. Lemeh, the Chapter 11 Trustee of BSC Holdings Corp., asks the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize the sale of personal property by public auction. The Trustee retains Mimi C. Genet of Bob Parks Auction Co. as her Agent to market the property. The sale is on cash basis. It does not include personal identifiable information. The Trustee will convey by valid bankruptcy Trustee's deed, or appropriate instrument, right, Title, and interest that trustee has the right to convey. The property will be sold "as is, where is," and free and clear of any liens. Any valid and proper lien will attach to the proceeds of the sale. The sale price will exceed the sum of the costs of sale, liens, exemptions and other deductions. The proceeds of the sale will be subject to auctioneer's fees and expenses, agent's fees and Expenses, trustee fees and expenses, if any, as well as ordinary closing costs deemed necessary by the Trustee. The Trustee will file a report of sale upon closing of sale. It is anticipated that there is sufficient equity in the property to pay all Section 506(c) expenses A hearing on the Motion is set for March 19, 2019 at 9:00 a.m. The objection deadline is March 6, 2019. Counsel for Trustee: Eva M. Lemeh, Esq. 300 Kings Lane Nashville, TN 37218 Telephone: (615) 876-4862 Facsimile: (615) 691-7382 E-mail: elemehtrustee@comcast.net About BSC Holdings Corp. On July 13, 2018, BSC Holdings, LLC, filed a petition for relief under Chapter 7 of the Bankruptcy Code which was subsequently converted to a Chapter 11 proceeding on August 23, 2018 (Bankr. M.D. Tenn. Case No. 18-04636). At the time of filing, the Debtor estimated $10 million to $50 million in assets and $0 to $50,000 in liabilities. Alexander S. Koval, Esq., at Rothschild & Ausbrooks, PLLC, is the Debtor's counsel. CADIZ INC: Hoving & Partners Has 34.07% Stake as of Dec. 31 ----------------------------------------------------------- Hoving & Partners SA reported in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2018, it beneficially owns 8,353,960 shares of common stock of Cadiz Inc., which constitutes 34.07 percent of the shares outstanding. The percentage ownership is based on 24,517,059 outstanding shares of Common Stock of the Issuer (as of Nov. 2, 2018), as disclosed on the Issuer's 10-Q filed with the SEC on Nov. 8, 2018. A full-text copy of the regulatory filing is available for free at: https://is.gd/islrs3 About Cadiz Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a publicly-held renewable resources company that owns 70 square miles of property with significant water resources in Southern California. The Company maintains an organic agricultural development in the Cadiz Valley of eastern San Bernardino County, California and is partnering with public water agencies to implement the Cadiz Water Project, which over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz abides by a wide-ranging "Green Compact" focused on environmental conservation and sustainable practices to manage its land, water and agricultural resources. Cadiz is headquartered in Los Angeles, California. Cadiz Inc. reported a net loss and comprehensive loss of $33.86 million in 2017, a net loss and comprehensive loss of $26.33 million in 2016, and a net loss and comprehensive loss of $24.01 million. As of Sept. 30, 2018, the Company had $72.32 million in total assets, $152.23 million in total liabilities and a total stockholders' deficit of $79.90 million. CADIZ INC: Nokomis Capital Has 9.9% Stake as of Dec. 31 ------------------------------------------------------- Nokomis Capital, L.L.C. and Brett Hendrickson disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2018, they beneficially own 2,724,000 shares of common stock of Cadiz, Inc., which represents 9.9 percent of the shares outstanding. Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 2,724,000 shares of Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 2,724,000 shares of Common Stock held by the Nokomis Accounts. A full-text copy of the regulatory filing is available for free at: https://is.gd/8gHklg About Cadiz Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a publicly-held renewable resources company that owns 70 square miles of property with significant water resources in Southern California. The Company maintains an organic agricultural development in the Cadiz Valley of eastern San Bernardino County, California and is partnering with public water agencies to implement the Cadiz Water Project, which over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz abides by a wide-ranging "Green Compact" focused on environmental conservation and sustainable practices to manage its land, water and agricultural resources. Cadiz is headquartered in Los Angeles, California. Cadiz Inc. reported a net loss and comprehensive loss of $33.86 million in 2017, a net loss and comprehensive loss of $26.33 million in 2016, and a net loss and comprehensive loss of $24.01 million. As of Sept. 30, 2018, the Company had $72.32 million in total assets, $152.23 million in total liabilities and a total stockholders' deficit of $79.90 million. CAH ACQUISITION: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: CAH Acquisition Company 11, LLC dba Lauderdale Community Hospital 326 Asbury Avenue Ripley, TN 38063 Business Description: Lauderdale Community Hospital -- http://www.lauderdalehospital.com-- is a provider of health care services including diagnostic and therapeutic services, 24-hour emergency care, convenient and specialized outpatient resources, and pharmaceutical services and other services. The Hospital offers a broad range of services including emergency, surgery, radiology, laboratory, physical rehabilitation, sleep lab, acute care, and wwing bed services. Chapter 11 Petition Date: March 8, 2019 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Case No.: 19-22020 Debtor's Counsel: Ruthie M. Hagan, Esq. BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC 165 Madison Avenue, Suite 2000 Memphis, TN 38103 Tel: 901-577-8214 901-526-2000 Fax: 901.577.0863 Email: rhagan@bakerdonelson.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Marianna Williams, Court-appointed receiver. 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/tnwb19-22020.pdf CALIFORNIA RESOURCES: Masters Capital Has 7.8% Stake as of Dec. 31 ------------------------------------------------------------------ Masters Capital Management, LLC and Michael Masters disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2018, they beneficially own 3,800,000 shares of common stock of California Resources Corporation, which represents 7.82 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/sRoIF2 About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company headquartered in Los Angeles, California. The Company operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. Using advanced technology, California Resources Corporation focuses on safely and responsibly supplying affordable energy for California by Californians. California Resources reported net income attributable to common stock of $328 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stock of $266 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $7.15 billion in total assets, $607 million in total current liabilities, $5.25 billion in long-term debt, $216 million in deferred gain and issuance costs, $575 million in other long-term liabilities, $756 million in redeemable noncontrolling interests, and a total deficit of $247 million. * * * As reported by the TCR on March 6, 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on California Resources Corp. The affirmation reflects S&P's expectation that CRC will continue to support its liquidity by balancing its spending with its cash flow, selling non-core assets, and potential for joint ventures in 2019 as mentioned in the company's fourth quarter conference call. As reported by the TCR on Nov. 13, 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CALIFORNIA RESOURCES: State Street Has 6.8% Stake as of Dec. 31 --------------------------------------------------------------- State Street Corporation disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2018, it beneficially owns 3,289,035 shares of common stock of California Resources Corporation, which represents 6.8 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/6nwFIf About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company headquartered in Los Angeles, California. The Company operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. Using advanced technology, California Resources Corporation focuses on safely and responsibly supplying affordable energy for California by Californians. California Resources reported net income attributable to common stock of $328 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stock of $266 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $7.15 billion in total assets, $607 million in total current liabilities, $5.25 billion in long-term debt, $216 million in deferred gain and issuance costs, $575 million in other long-term liabilities, $756 million in redeemable noncontrolling interests, and a total deficit of $247 million. * * * As reported by the TCR on March 6, 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on California Resources Corp. The affirmation reflects S&P's expectation that CRC will continue to support its liquidity by balancing its spending with its cash flow, selling non-core assets, and potential for joint ventures in 2019 as mentioned in the company's fourth quarter conference call. As reported by the TCR on Nov. 13, 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CALMARE THERAPEUTICS: Bard Associates Has 6.4% Stake as of Dec. 31 ------------------------------------------------------------------ Bard Associates, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2018, it beneficially owns 2,500,025 shares of commo stock of Calmare Therapeutics, which represents 6.4 percent of the shares outstanding. The percentage is calculated based on the 38,997,971 shares of the Issuer's Common Stock outstanding as of Feb. 13, 2018, as reported in the Issuer's Proxy Materials filed July 2, 2018. A full-text copy of the regulatory filing is available for free at: https://is.gd/4HpwS3 About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc. -- http://www.calmaretherapeutics.com/-- is a medical device company developing and commercializing innovative products and technologies for chronic neuropathic pain. The Company's flagship medical device, the Calmare Pain Therapy Device, is a non-invasive and non-addictive modality that can treat chronic, neuropathic pain. Mayer Hoffman McCann CPAs, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has incurred operating losses since fiscal year 2006 and has a working capital and shareholders' deficit at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Calmare reported a net loss of $3.82 million for the year ended Dec. 31, 2016, compared to a net loss of $3.67 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Calmare had $3.88 million in total assets, $17.69 million in current total liabilities and a total shareholders' deficit of $13.81 million. CATRINAS GROUP: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 7 case of Catrinas Group 2 LLC as of March 6, according to a court docket. About Catrinas Group 2 LLC Catrinas Group 2 LLC filed a voluntary Chapter 7 petition (Bankr. M.D. Fla. Case No. 19-00344) on Jan 16, 2019. CELLECTAR BIOSCIENCES: Appoints Charles Bernhardt as Interim CFO ---------------------------------------------------------------- Cellectar Biosciences, Inc.'s Board of Directors has appointed Mr. Charles T. Bernhardt as interim chief financial officer of the Company, effective March 9, 2019. Mr. Bernhardt previously served two publicly traded life science companies as their chief financial officer in Echo Therapeutics, Inc. in 2014 and Hemispherx Biopharma, Inc. from 2009 to 2013. From 2015 to 2016, he served as chief financial officer and treasurer to Active Day & Senior Care Centers of America through their recapitalization to new Private Equity ownership. Since 2016, Mr. Bernhardt has independently served various privately owned life science and health care companies as their interim chief financial officer. Mr. Bernhardt is a Certified Public Accountant in New Jersey and Pennsylvania achieved while working at KPMG. He earned his Bachelors' Degree in Accountancy at Villanova University and MBA at West Chester University while serving as a Controller for Comcast Cable Communications. On Feb. 25, 2019, the Company entered into a consulting agreement with Ashton Tweed, Ltd., LLC, pursuant to which the Company engaged Ashton Tweed to serve as an independent consultant for the purpose of providing the Company with certain support services, including the services to be provided by Mr. Bernhardt as the Company's interim chief financial officer. About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company plans to develop proprietary drugs independently and through research and development collaborations. The core drug development strategy is to leverage its PDC platform to develop therapeutics that specifically target treatment to cancer cells. Through R&D collaborations, the Company's strategy is to generate near-term capital, supplement internal resources, gain access to novel molecules or payloads, accelerate product candidate development and broaden its proprietary and partnered product pipelines. Cellectar reported a net loss attributable to common stockholders of $15.48 million in 2018, following a net loss attributable to common stockholders of $15.01 million in 2017. As of Dec. 31, 2018, Cellectar had $15.05 million in total assets, $1.79 million in total liabilities, and $13.26 million in total stockholders' equity. Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. CHARLES BRELAND: Trustee Selling Lake County Property for $2.4M --------------------------------------------------------------- A. Richard Maples, Jr., Chapter 11 Trustee for Charles R. Breland, Jr., asks the U.S. Bankruptcy Court for the Southern District of Alabama, on behalf of CKB Minneola, LLC, to authorize the sale of the real property located in Lake County, Florida, to Says Kay, LLC, for $2,362,500. The Debtor is and was the sole member of CKB and, due to that relationship, CKB is an affiliate of the Debtor. On Aug. 15, 2018, the Court entered an Order authorizing the Trustee to employ Marcus & Millicap Real Estate Investment Services of Florida, Inc. to market and sell the property owned by CKB for a 4% commission. On Feb. 11, 2019, CKB entered into the Purchase Agreement to sell the property to the Buyer for the sum of $2,362,500, subject to the Court's approval. The property proposed to be sold is the location of a CVS Pharmacy in Minneola, Florida, and the sale will include an assignment of the CVS lease. When the CVS lease was first executed, the Debtor agreed to pay a real estate commission in annual installments over the term of the lease to N. I. Richburg. Approximately one half of those installments have been paid. However, N. I. Richburg is now deceased and his widow, Carolyn Richburg, has been collecting those installments since the death of N. I. Richburg. In addition to being a Florida licensed real estate broker, N. I. Richburg was the Debtor's uncle. The commission agreement between N. I. Richburg and the Debtor is recorded in the real property records of the Lake County Circuit Court. This commission agreement may create a lien or encumbrance against the property. Other than ad valorem taxes and customary expenses related to the closing, the Trustee proposes that the property is to be sold free and clear of liens and encumbrances, with the proceeds to replace the property until the validity and extent of all such liens and encumbrances is determined. The Trustee asks that the Court waives the 14-day stay provisions of Fed. R. Bankr. P. 6004(g) regarding the proposed sale. The Trustee intends to serve the Hearing Notice upon all parties filing notices of appearance. He also proposes to serve Carolyn Richburg, in her capacity as widow and successor to N. I. Richburg by first class mail at her residence address, 126 Linda Lane, Lake Mary, Florida 32746. The Trustee further asks that if the sale is made to the Buyer, the Court's findings on approval of the Motion include the following: a. that the sale of the Property to the Buyer is made free and clear of all liens, claims, encumbrances, and other interests in the Property; b. that there are sound business reasons to conclude the sale of the Property and that a sale free and clear of all liens and other interest in the Property is authorized; c. that the consummation of the transaction contemplated is in the best interests of the Debtor's estate and its creditors; d. that this is a sale made in the ordinary course of business according to ordinary business terms; e. that the consideration payable by the Buyer constitutes adequate and fair value for the Property; f. that upon consummation of the sale proposed, the Buyer will be deemed a purchaser of the Property in good faith within the meaning of 11 U.S.C. Section 363(m); g. that the Buyer will not be deemed a successor-in-interest of the Debtor, and is not subject to successor liability for claims against the Debtor or the Estate, whether existing at the time of closing or arising thereafter; and h. that appropriate notice and opportunity to be heard with respect to the Motion and the transaction contemplated have been afforded to all of the necessary parties, and satisfy the requirements of Fed. R. Bankr. Sections 2002(a) and 6004(a). Based upon the foregoing, the Trustee respectfully asks that the Court holds a hearing on the Motion as soon as practicable and enter an order granting it in its entirety approving a sale to the Buyer on the terms set out, and the payment of expenses of sale as provided. A copy of the Agreement and the complete description of the property attached to the Motion is available for free at: http://bankrupt.com/misc/Charles_Breland_1414_Sales.pdf Charles K. Breland, Jr., sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 16-02272) on July 8, 2016. The Debtor tapped Robert M. Galloway, Esq., at Galloway Wettermark Everest Rutens, as counsel. A. Richard Maples was appointed as the Chapter 11 Trustee for the Debtor. COGECO COMMUNICATIONS: DBRS Confirms BB (high) Issuer Rating ------------------------------------------------------------ DBRS Limited confirmed Cogeco Communications Inc.'s (Cogeco or the Company) Issuer Rating at BB (high) and its Senior Secured Notes & Debentures rating at BBB (low) with a recovery rating of RR1. All trends are Stable. The confirmation follows the announcement that the Company has reached an agreement to sell Cogeco Peer 1 Inc. (Peer 1), it is business information and communications services technology business, to affiliates of Digital Colony, a global investment firm that is an owner and operator of digital infrastructure and real estate management businesses. The transaction is valued at $720 million and is expected to close during the third fiscal quarter of 2019 (period ending May 31, 2019). Cogeco plans to use a portion of the net proceeds to repay the $548 million outstanding under the Company's term revolving credit facility (Q1 F2019 ending November 30, 2018). The Company may also direct a portion of the net proceeds to the repurchase of its subordinated voting shares under a normal course issuer bid (NCIB), which is to be implemented after the closing of the transaction and subject to the approval of the Toronto Stock Exchange. Under the proposed NCIB Cogeco intends to seek approval to repurchase for cancellation up to 10% (approximately 1.86 million shares currently valued at approximately $153 million) of the "public float" of the Company's issued and outstanding subordinated voting shares over a 12-month period. Cogeco acquired Peer 1 in a $666 million transaction in January 2013; it now represents the vast majority of Cogeco's Business ICT Services segment. The segment reported fiscal 2018 revenue and EBITDA of $280 million and $84 million, respectively, and represented approximately 8% of consolidated fiscal 2018 EBITDA. Given the challenging operating environment in the data services industry and relatively modest EBITDA contribution, the sale of Peer 1 does not have a material impact on DBRS's business risk outlook for Cogeco. Conversely, DBRS expects the divestiture to enable the Company to increase its focus and resources on its core Canadian and American communications businesses. The transaction should also provide the Company with a greater amount of financial flexibility to pursue attractive return opportunities, particularly in its fast-growing U.S. business. DBRS notes that Cogeco's gross leverage has been elevated since the $1.72 billion Metro Cast acquisition, which was completed in January 2018. In DBRS's most recent rating report, dated January 9, 2019, DBRS indicated that Cogeco has the ability and willingness to deleverage its balance sheet towards 3.0 times (x) over the next year and a half, based on earnings growth and the application of free cash flow towards debt reduction. The Peer 1 divestiture improves Cogeco's financial risk profile and hastens the Company's pace of deleveraging. Post-transaction leverage is expected to improve with pro forma total debt to EBITDA declining to 3.30x to 3.40x compared with 3.61x as of Q1 F2019 ended November 30, 2018 (3.63x at F2018 ended August 31, 2018) and may enable the Company to reach its leverage target at the shorter end of its timeframe. Notes: All figures are in Canadian dollars unless otherwise noted. COMFORT HOLDING: Moody's Puts Caa1 CFR under Review for Upgrade --------------------------------------------------------------- Moody's Investors Service placed the Caa1 Corporate Family Rating and Caa1-PD Probability of Default rating of Comfort Holding, LLC ("Innocor") under review for upgrade. This follows an announcement that the company has signed a definitive agreement to be acquired by FXI Holdings, Inc. ("FXI" -- B2 RUR down). Moody's also placed Innocor's instrument ratings, including its Caa1 senior secured 1st lien and its Caa3 secured 2nd lien loans under review for upgrade. FXI is a leading provider of innovative foam solutions driven by consumer insights and state-of-the-art research and development. FXI's products are used in a variety of end markets including bedding, furniture, transportation, medical, filtration, acoustics, and industrial. The company has 16 manufacturing and distribution facilities. The following ratings are placed under review for upgrade: Comfort Holding, LLC Corporate Family Rating at Caa1; Probability of Default Rating at Caa1-PD; $450 million Gtd secured 1st lien term loan due 2024 at Caa1 (LGD 4); $100 million Gtd secured 2nd lien term loan due 2025 at Caa3 (LGD 6); RATINGS RATIONALE The review follows FXI's announcement that it has agreed to acquire Innocor for about $850 million. The review for upgrade reflects Moody's expectation that the acquisition by FXI will improve Innocor's credit profile, as the acquirer has a stronger profile than does Innocor. Innocor will become a wholly-owned subsidiary of FXI at close of the transaction, which FXI expects during the second half of 2019. The transaction is subject to both of the companies' shareholder approvals and other customary closing conditions. The acquisition will be funded with debt. The review will focus on the post-closing capital structure, and support -- if any -- that FXI provides to Innocor's credit facilities. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Innocor Inc. is the operating company of Comfort Holding, LLC. The company is a manufacturer of commercial foam products to the bedding and furniture industries and of foam bedding products sold at retail (club, e-commerce, and department stores). The company is privately owned by Bain Capital. Revenues approximate $850 million. CONSTANT VELOCITY: Non-insider Unsecured Creditors to Recoup 1% --------------------------------------------------------------- Constant Velocity Transmission Lines, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of California a combined disclosure statement and plan of reorganization dated Feb. 28, 2019. Class 4 under the plan consists of the general unsecured claims (non-insiders). The Debtor will pay $6,980.09 to this class to be distributed on a pro rata basis and will begin after all administrative and priority claims have been paid in full. Debtor estimates payments will begin in July 2019. Payments will be made in four equal monthly payments by the 15th of each month. Estimated distributions of allowed claims is 1%. Class 5 consists of general unsecured claims (insiders). Claimant in this class will receive no distributions under the Plan. On the Effective Date of the Plan, Constant Velocity will become the Reorganized Debtor and will continue to operate its business. Under this Plan, Debtor retains all property of the estate. A copy of the Combined Plan and Disclosure Statement dated Feb. 28, 2019 is available at https://tinyurl.com/yyg5j2w6 from Pacermonitor.com. About Constant Velocity Transmission Lines Constant Velocity Transmission Lines, Inc. -- https://www.mitcables.com/ -- is a privately held company engaged in the manufacturing of audio and video equipment. Its patented Multipole Technology offers better bass, better mid-range, and smoother highs painted on a "blacker background". Its patented Filterpole Technology provides power conditioning solutions to address "powerline noise" improving audio and video experience. Constant Velocity Transmission Lines, Inc., based in Rocklin, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 18-25576) on Sept. 1, 2018. The Hon. Christopher D. Jaime presides over the case. In the petition signed by Bruce Brisson, president, the Debtor disclosed $742,564 in assets and $1,578,452 in liabilities. Gabriel Liberman, Esq., at the Law Offices of Gabriel Liberman, APC, serves as bankruptcy counsel; and WSB Accounting, as accountant. CUKER INTERACTIVE: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Cuker Interactive, LLC as of March 6, according to a court docket. About Cuker Interactive Cuker Interactive, LLC -- https://www.cukeragency.com/ -- is a digital marketing, design, and eCommerce agency growing brands in today's connected world. Cuker Interactive, based in Carlsbad, CA, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 18-07363) on December 13, 2018. In the petition signed by CEO Aaron Cuker, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Louise Decarl Adler. Michael D. Breslauer, Esq., at Solomon Ward Seidenwurm & Smith, LLP, serves as the Debtor's bankruptcy counsel. CUSTOM AIR DESIGN: Surrenders Vehicles to Wells Fargo Bank ---------------------------------------------------------- The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida has entered an agreed order denying Custom Air Design, Inc.'s Emergency Motion for authorization to sell vehicles and use some of the cash collateral generated therefrom. In lieu of a sale of the Vehicles as contemplated in the Motion, the Debtor voluntarily agrees to surrender the Vehicles to Wells Fargo Bank, N.A. The Debtor acknowledges that Wells Fargo Bank, N.A. has a duly perfected security interest in the vehicles sought to be sold and referenced in the Motion, specifically: -- 2013 Chevrolet Express VIN 1GCSGAFXXD1129278 -- 2005 Ford Econoline E150 Van VIN 1FTRE14W65HA69099 -- 2006 Ford Econoline E450 Super VIN 1FDXE45S86HA40673 -- 2005 Ford Econoline E150 Van VIN 1FTRE14W15HB17673 Accordingly, the automatic stay imposed by 11 U.S.C. Section 362 is lifted to permit Wells Fargo Bank, N.A. to enforce its security interest in the Vehicles to complete in rem relief, to take any and all steps necessary to exercise any and all rights it may have in the Vehicles, including a sale of the Vehicles, and to have such other and further in rem relief as may be appropriate. The proceeds of any sale of the Vehicles will be applied to the amount due to Wells Fargo by the Debtor, only after the deduction of all costs associated with the surrender, sale or other disposition of the Vehicles, including reasonable attorney's fees. About Custom Air Design Custom Air Design, Inc., is an air conditioning contractor in Wellington, Florida. Custom Air Design sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23754) on Nov. 5, 2018. In the petition signed by Robert Anderson, president, the Debtor disclosed $416,521 in assets and $1,445,051 in liabilities. Judge Mindy A. Mora oversees the case. The Debtor tapped Sue Lasky, PA, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CYCLE-TEX INC: Arlington Machinery Buying Equipment for $490K ------------------------------------------------------------- Cycle-Tex, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of equipment located at 1711 Kimberly Drive, Dalton, Georgia, to Arlington Machinery, Inc., for $489,500. The Equipment is more particularly described on Exhibit A attached to the Motion, a copy of which: http://bankrupt.com/misc/Cycle-Tex_Inc_61_Sales.pdf The Buyer and the Debtor have executed their Purchase and Sale Agreement for the sale and purchase of the Equipment. As set forth in the Agreement, the Buyer's offer encompasses paying $489,500. The Purchase Price will be paid as follows: (i) the Buyer has deposited the sum of $48,950 as an earnest money deposit with the Debtor's attorneys to be applied to the Purchase Price upon entry of an order approving the Motion, (ii) within 10 business days of the entry of the Order, the Buyer will pay Debtor $146,850, (iii) 30 days following the entry of the Order, the Buyer will pay $146,850, and (iv) 60 days following the entry of the Order, the Buyer will pay the remaining $146,850. Since the Petition Date, the Debtor has spent considerable time and effort marketing the Equipment to various potential buyers within its field. It believes that the transaction represents the highest and best offer available and that the Purchase Price represents the true value of the Equipment. It anticipates all holders of security interests, liens, claims, encumbrances, and interest in the property will consent to the sale contemplated. Action Capital Corp. asserted a first priority lien on the Equipment pursuant to the UCC Financing Statement between the Debtor and Action Capital recorded on April 12, 2016 in the Whitfield County Clerk of Superior Court, UCC Number 155-2016-000545. The outstanding debt owed to Action Capital has been satisfied since the Petition Date by the collection of receivables. Fist Bank of Dalton ("FBOD") asserts a second priority lien on the Equipment and proceeds thereof pursuant to the UCC Financing Statement between the Debtor and FBOD recorded on Sept. 28, 2016 in the Whitfield County Clerk of Superior Court, UCC Number 155-2016-001527 and another UCC Financing Statement between the Debtor and FBOD recorded on Oct. 3, 2016 in the Whitfield County Clerk of Superior Court, UCC Number 155-2016-001568. The Debtor anticipates that FBOD will consent to the sale. The Debtor asks that it be authorized to use and distribute the Sales Proceeds as follows: (a) payment of all customary closing costs, if any; and next (b) all net proceeds to be paid to FBOD and applied against the FBOD secured claim. The Debtor asks authority to sell the Equipment free and clear of liens, claims, encumbrances, and interests for the Purchase Price. Additionally, it asks permission to (i) disburse the Purchase Price as provided herein with liens attaching to the Sales Proceeds; and (ii) take such action as necessary to effectuate the terms of the Agreement. It asks that: (a) the Court waives any stay pursuant to Bankruptcy Rule 6004 or otherwise and (b) any order approving the sale of the Equipment be effective immediately upon entry of any order approving the sale of the Equipment. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Cycle-Tex_Inc_61_Sales.pdf About Cycle-Tex Inc. Cycle-Tex, Inc., is a privately-held company in Dalton, Georgia, that recycles thermoplastic post-industrial waste. It produces polypropylene, polyethylene and nylon 6 pellets in a wide range of melt-flow characteristics. Cycle-Tex also does toll conversion for companies such as grinding, precision-cutting, densifying and pelletizing. Cycle-Tex sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-42614) on Nov. 5, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Paul W. Bonapfel oversees the case. The Debtor tapped Jones & Walden, LLC, as its legal counsel. CYCLE-TEX INC: C3 Technologies Buying Equipment for $108K --------------------------------------------------------- Cycle-Tex, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of equipment located at 1711 Kimberly Drive, Dalton, Georgia, to C3 Technologies for $108,000. The Equipment is more particularly described on Exhibit A. The Buyer and the Debtor have executed their Sales Order for the sale and purchase of the Equipment. As set forth in the Agreement, Buyer's offer encompasses paying $108,000. The Buyer is prepared to close within 10 business days from approval of the sale. Since the Petition Date, the Debtor has spent considerable time and effort marketing the Equipment to various potential buyers within its field. It believes that the transaction represents the highest and best offer available and that the Purchase Price represents the true value of the Equipment. It anticipates all holders of security interests, liens, claims, encumbrances, and interest in the property will consent to the sale contemplated. Action Capital Corp. asserted a first priority lien on the Equipment pursuant to the UCC Financing Statement between the Debtor and Action Capital recorded on April 12, 2016 in the Whitfield County Clerk of Superior Court, UCC Number 155-2016-000545. The outstanding debt owed to Action Capital has been satisfied since the Petition Date by the collection of receivables. Fist Bank of Dalton ("FBOD") asserts a second priority lien on the Equipment and proceeds thereof pursuant to the UCC Financing Statement between the Debtor and FBOD recorded on Sept. 28, 2016 in the Whitfield County Clerk of Superior Court, UCC Number 155-2016-001527 and another UCC Financing Statement between the Debtor and FBOD recorded on Oct. 3, 2016 in the Whitfield County Clerk of Superior Court, UCC Number 155-2016-001568. The Debtor anticipates that FBOD will consent to the sale. The Debtor asks that it be authorized to use and distribute the Sales Proceeds as follows: (a) payment of all customary closing costs, if any; and next (b) all net proceeds to be paid to FBOD and applied against the FBOD secured claim. The Debtor asks authority to sell the Equipment free and clear of liens, claims, encumbrances, and interests for the Purchase Price. Additionally, it asks permission to (i) disburse the Purchase Price as provided herein with liens attaching to the Sales Proceeds; and (ii) take such action as necessary to effectuate the terms of the Agreement. It asks that: (a) the Court waives any stay pursuant to Bankruptcy Rule 6004 or otherwise and (b) any order approving the sale of the Equipment be effective immediately upon entry of any order approving the sale of the Equipment. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Cycle-Tex_Inc_60_Sales.pdf About Cycle-Tex Inc. Cycle-Tex, Inc., is a privately-held company in Dalton, Georgia, that recycles thermoplastic post-industrial waste. It produces polypropylene, polyethylene and nylon 6 pellets in a wide range of melt-flow characteristics. Cycle-Tex also does toll conversion for companies such as grinding, precision-cutting, densifying and pelletizing. Cycle-Tex sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-42614) on Nov. 5, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Paul W. Bonapfel oversees the case. The Debtor tapped Jones & Walden, LLC, as its legal counsel. DELTA DUCK: Arkel Buying All Assets for $5.11 Million ----------------------------------------------------- Delta Duck Farms, LLC, asks the U.S. Bankruptcy Court for the Middle District of Lousiana to authorize the bidding procedures in connection with the sale of substantially all assets to Arkel International, LLC for $5.11 million, subject to overbid. The Debtor has diligently sought potential purchasers for the estate's assets and that search has recently culminated in the Asset Purchase Agreement by and between the Debtor on the one hand, and Arkel, on the other, dated as of February 2019. The salient terms of the Stalking Horse APA are: a. Purchased Assets: Substantially all of the Debtor's assets including without limitation (a) real property and improvements and (b) movable property ("FF&E") described in Exhibits 1 and 2 to the Stalking Horse APA. b. Purchase Price: $5.11 million, comprised of the payment in full of the first lien debt of Farmers and Merchants Bank ("FMB")'s debt (roughly $4.5 million) plus a credit Bid of a portion of the Purchaser's secured (in rem) position in the sum of $400,000, plus a carveout to the estate of $210,000 cash. Payment of all Cure Payment Liabilities on Assumed Contracts and Assumed Leases (none known). c. Break-Up Fee: $25,000 d. Closing: The sale of the Purchased Assets will be closed within 10 days from the entry of the Sale Order. e. Assumed Contacts: None currently contemplated The Debtor asks that the Court approves the Bid Procedures for the implementation of the Sale process. The Bid Procedures provide a (a) structured marketing and overbid qualification process, (b) overbid and Auction methodology and (c) bid selection and closing framework. The salient terms of the Bidding Procedures are: a. Bid Deadline: March 22, 2019 at 5:00 p.m. b. Initial Bid: $5.145 million c. Deposit: $200,000 d. Auction: The Auction will occur on March 27, 2019 at 2:00 p.m. in open court on the day of the Sale Hearing. e. Bid Increments: $10,000 f. The Bid Procedures allow credit bidding. g. The sale is contingent upon Arkel obtaining financing from FMB if it is the prevailing bidder. The Debtor's search of the mortgage records affecting the real property being sold through the Motion can be summarized as follows: a. Mortgage from Delta Duck Farms, LLC to The Farmers and Merchants Bank dated July 2, 2013 and recorded July 5, 2013 in Book 2013 at page 1433. Modification of Mortgage dated Feb. 5, 2015 and recorded March 16, 2015 in Book 2015 at page 601. Modification of Mortgage dated Feb. 8, 2016 and recorded Feb. 16, 2016 in Book 2016 at page 227. b. In rem Mortgage from Delta Duck Farms, LLC to Arkel International, L.L.C. dated Nov. 3, 2017 and recorded Nov. 6, 2017 in Book 2017 at page 1880. c. Lis Pendens filed March 27, 2018 in the Circuit Court of Monroe County, Arkansas, Civil Division, Case No. CV-2018-41M styled The Farmers and Merchants Bank vs Delta Duck Farms, LLC, an Arkansas Limited Liability Company; and Arkel International, L.L.C., a Louisiana Limited Company). d. Monroe County Personal Property and Real Estate Tax Records, Tax Parcel No.: 0001-01139-000 and 0001-01137-000 due in the face amount of $7,191. The Debtor asks that the Court approves the Sale of the Purchased Assets as free and clear on any liens, claims and interests whether now known, with any such liens, claims and interests attaching instead to the proceeds of any such Sale. From the Purchase Price will be paid by the Debtor at closing and without further order of the Court: a. first, the allowed secured claim of FMB, in cash; b. second as a surcharge, the sum of $210,000 (to be paid in cash by Arkel should it close on the transaction) paid to the estate; c. third, the allowed in rem secured claim of Arkel, either in cash or as a credit bid if by Arkel; and d. fourth, should the Purchase Price exceed the amount of the above categories, to the Estate. The Debtor asks the assumption of the executory contracts, and the assignment to the Successful Bidder in association with the purchase of the Purchased Assets. Not later than 14 days prior to the Sale Hearing, the Debtor will file with the Court the Cure Schedule. The Cure/Assignment Objection Deadline is three business days prior to the Sale Hearing. All creditors and interested parties will receive notice of the Sale or a competing transaction and will be provided with an opportunity to be heard. The Debtor submits that such notice is adequate for entry of an order approving the Motion and waiving the 14 days waiting period under Bankruptcy Rule 6004(h). Otherwise, the Debtor would need to further compress the notice period to accommodate the 14-day stay. The Debtor asks the entry of two Orders. The first order, the Bid Procedures Order, (a) authorizing and approving bid procedures to be employed in connection with the proposed sale and transfer of the Purchased Assets through either the (i) Stalking Horse Agreement or (ii) a conformed Purchase Agreement; (b) scheduling an auction and a hearing to consider approval of the Sale; (c) authorizing and approving the procedures to be employed in connection with the assumption and assignment of certain executory contracts; (d) approving the manner and form of notice of the Auction with respect to the Sale, the Sale Hearing and the Assignment Procedures; and (e) granting related relief. The second order, the Sale Order, (a) authorizing the Sale of the Purchased Assets to the highest and best bidder, free and clear of liens, claims and interests, with liens, claims and interests attaching to the proceeds, by and through the relevant Purchase Agreement; (b) approving the Purchase Agreement of the (ii) the highest and best bidder and (iii) the second highest and best bidder; (c) determining that the Successful Bidder and Backup Bidder are good faith purchasers; (d) approving the Debtor's proposed disposition of the Sale Proceeds, including a carveout for the estate, (e) approving the Assumption and Assignment of the Assumed Contracts and Leases, if any; (f) abrogating the 14-day stay imposed by FED. R. BANKR. P. 6004(h); and (g) other related relief. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Delta_Duck_99_Sales.pdf About Delta Duck Farms Delta Duck Farms LLC is a privately-held company in Baton Rouge, Louisiana, in the hunting and trapping industry. Its principal assets are located at 510 Lee County Rd., 911 Moro, Arkansas. Delta Duck Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-11268) on Nov. 5, 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 Debtor tapped Stewart Robbins & Brown, LLC, as its legal counsel. ECOSPHERE TECHNOLOGIES: Sets Bidding Procedures for All Assets -------------------------------------------------------------- Ecosphere Technologies, Inc., and Sea of Green Systems, Inc., ask the U.S. Bankruptcy Court for the Southern District of Florida to authorize the bidding procedures in connection with the sale of substantially all assets utilized in their business operations by auction. The Debtors intend to sell the Assets pursuant to an asset purchase agreement. The salient terms of the APA are: a. Upon the terms and subject to the conditions and provisions contained herein and in the Sale Procedures Order or the Sale Approval Order, at the Closing, the Sellers will sell, convey, transfer, assign and deliver to the Buyer or cause to be sold, conveyed, transferred, assigned and delivered to the Buyer, and the Buyer, or its designated Affiliate, will acquire and accept from the Sellers, the Purchased Assets. b. Upon the terms and subject to the conditions set forth, and provided the Buyer is the Successful Bidder for the Purchased Assets at the Auction and completes the sale through Closing, the Buyer will pay to the Sellers for the sale, transfer, assignment, conveyance and delivery of the Purchased Assets, by delivery of cash payable by wire transfer of immediately available funds, less any Deposit, such successful bid for the Purchased Assets at Auction. The Debtors propose a sale of the Assets, subject to higher and better offers, and free of all liens, claims and encumbrances, with any liens, claims, or encumbrances attaching to the proceeds of the Sale. In order to ensure the highest possible recovery for their estate, the Debtors propose a competitive Auction of the Assets, as contemplated in the Bidding Procedures set forth. Accordingly, they respectfully assert that ample business justification exists for the Sale. The salient terms of the Bidding Procedures are: a. Bid Deadline: 5:00 p.m. on April 1, 2019 b. Deposit: $500,000 c. Auction: April 15, 2019 d. Bid Increments: $100,000 e. Sale Hearing: April 15, 2019 f. Closing: April 19, 2019 i. The Assets will be sold on an "as is, where is" basis, and free and clear of all liens and encumbrances, with any valid liens will attach to the net sale proceeds. The Debtors will notify all Qualified Bidders, no later than 5:00 p.m. (ET) three days before the Auction that they may participate in the Auction. Brisben Water Solutions, LLC has a perfected lien on the Purchased Assets listed on Schedule 1.1 to the APA. By agreement of the Debtors and Brisben, Brisben will be able to credit bid in the amount of $6,903,056, which is the approximate amount of its claim. Brisben's security interests in the Assets will attach to the proceeds of the Sale, if any, and such proceeds will be transferred to Brisben at the closing of the Sale. If Brisben successfully credit bids for the Assets, it will pay $37,500 to the Debtors' bankruptcy estates at the Closing; and if Brisben does not successfully credit bid for the Assets it will pay, by way of a carve-out from Brisben's secured claim, $137,500 to the Debtors' bankruptcy estates at the Closing. A copy of the APA and Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Ecosphere_Technologies_40_Sales.pdf About Ecosphere Technologies Ecosphere Technologies, Inc., is a technology development and intellectual property licensing company that develops environmental solutions for global water, energy, industrial and agricultural markets. The Company helps industries increase production, reduce costs, and protect the environment through a portfolio of unique, patented technologies: technologies like Ozonix, the Ecos PowerCube and the Ecos GrowCube, which are available for sale, as well as exclusive and nonexclusive licensing opportunities across a wide range of industries and applications throughout the world. The Ecosphere technologies and products are available through multiple brands and subsidiaries that include Sea of Green Systems, Inc., Ecosphere Development Company, LLC and Fidelity National Environmental Solutions, LLC. Ecosphere Technologies, Inc., based in Stuart, FL, and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-25900) on Dec. 21, 2018. In the petitions signed by Dennis McGuire, Sr., chairman and CEO, Ecosphere Technologies disclosed assets of $453,403 and liabilities of $14,476,097, and Green's estimated both assets and liabilities of $10 million to $50 million. The Hon. Mindy A. Mora oversees the cases. Aaron A. Wernick, Esq., at Furr & Cohen, P.A., serves as bankruptcy counsel to the Debtors. FLORIDA CLEANEX: Case Summary & 12 Unsecured Creditors ------------------------------------------------------ Debtor: Florida Cleanex, Inc. 1809 S. Powerline Road, Suite 105 Deerfield Beach, FL 33442 Business Description: Florida Cleanex, Inc. is a privately held company that offers maintenance and complete janitorial services. The Company provides professional commercial cleaning services for buildings, condominiums, banks, post construction, schools, churches, medical offices, club houses, and retail stores. Chapter 11 Petition Date: March 8, 2019 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Case No.: 19-13101 Judge: Hon. Raymond B. Ray Debtor's Counsel: Craig I. Kelley, Esq. KELLEY & FULTON, PL 1665 Palm Beach Lakes Blvd #1000 West Palm Beach, FL 33401 Tel: 561-491-1200 Email: craig@kelleylawoffice.com dana@kelleylawoffice.com Total Assets: $174,078 Total Liabilities: $1,175,100 The petition was signed by Luis Loaiza, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at: http://bankrupt.com/misc/flsb19-13101.pdf GLANSAOL HOLDINGS: Files Chapter 11 Joint Liquidating Plan ---------------------------------------------------------- Glansaol Holdings Inc. and affiliates filed a joint disclosure statement in support of their joint liquidating plan dated March 1, 2019. The overall purpose of the Plan is to provide for the liquidation of the Debtors in a manner designed to maximize recovery to stakeholders. Generally, the Plan provides for: (a) Holders of Prepetition Secured Lender Claims to receive Cash in an amount equal to such Allowed Secured Claim; (b) Holders of Other Secured Claims to receive (i) Cash in an amount equal to such Allowed Other Secured Claim, (ii) the collateral securing such Allowed Other Secured Claim, (iii) reinstatement of such Allowed Other Secured Claim, notwithstanding any contractual provision or applicable non-bankruptcy law that entitles the holder of such claim to demand or to receive payment prior to the stated maturity of such Allowed Other Secured Claim, and (iv) such other treatment that will render such Allowed Other Secured Claim unimpaired; (c) Holders of Priority Non-Tax Claims to receive (i) Cash in an amount equal to such Allowed Priority Non-Tax Claim, (ii) reinstatement of such Allowed Priority Non-Tax Claim, notwithstanding any contractual provision or applicable non-bankruptcy law that entitles the holder of such claim to demand or to receive payment prior to the stated maturity of such Allowed Priority Non-Tax Claim, and (iii) such other treatment that will render such Allowed Priority NonTax Claim unimpaired; and (d) Holders of General Unsecured Claims to receive its Pro Rata share of the Available Cash. (e) Holders of Existing Interests to receive, subject to holders of Allowed General Unsecured Claims being paid in full, their Pro Rata share of the remaining Available Cash. The Plan does not provide for substantive consolidation of the Debtors' Estates, and on the Effective Date, the Debtors' Estates will not be deemed to be substantively consolidated. A copy of the Disclosure Statement dated March 1, 2019 is available at https://tinyurl.com/yxlj9fop from Pacermonitor.com. About Glansaol Holdings Headquartered in New York, Glansaol Holdings Inc. and its subsidiaries are an independent prestige beauty and personal care companies. On Dec. 19, 2018, Glansaol Holdings Inc. and seven of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 18-14102). Glansaol estimated assets and liabilities of $10 million to $50 million. The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel; Emerald Capital Advisors as financial advisor; and Omni Management Group Inc. as claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Dec. 28, 2018. The committee tapped Arent Fox LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC, as its financial advisor. GLOBAL FISH: Seeks Access to Cash Collateral to Fund Operations --------------------------------------------------------------- Global Fish Handlers Corporation seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral to continue its day-to-day business as the operator of the fresh fish wholesaler. The Debtor further asks the Court to allow the use of cash collateral generated by operation of its business to pay the adequate protection to these creditors: (i) Associated Grocers of Florida Inc. and (ii) EPG Equipment Leasing LLC. Pursuant to its proposed 6-month Budget, the Debtor projects total cash disbursements of approximately $698,328 during the months of February through July 2019. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flsb19-11167-45.pdf About Global Fish Handlers Corp. Global Fish Handlers provides a service to companies outside of the United States that ship fresh fish into this country to be delivered to their customers. The Debtor provides warehousing and delivery of the fish to the end user. The Debtor leases refrigerated warehouse space located at 3555 NW 77 Avenue, #108, Miami, Florida 33122-1207 from Associated Grocers of Florida Inc. Global Fish Handlers Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-11167) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of the same range. The case is assigned to Judge Laurel M. Isicoff. The Debtor tapped Richard Siegmeister, P.A., as its legal counsel. GLOBAL HEALTHCARE: Lance Baller Has 9.3% Stake as of March 5 ------------------------------------------------------------ Lance Baller disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of March 5, 2019, he beneficially owns 2,510,145 shares of common stock of Global Healthcare REIT, Inc., which represents 9.33 percent of the shares outstanding. On March 5, 2019 Mr. Baller acquired 90,909 shares of common stock of the Company in consideration of services as a member of the Board of Directors. The shares were valued at $0.33 per share. Giving effect to this restricted stock award, Mr. Baller owned directly 1,614,654 shares of the Issuer. Mr. Baller is a 50% control person of High Speed Aggregate, Inc. He has an agreement with the other 50% control person that each will exercise sole voting and investment power with respect to 50% of the securities of the Company owned of record by High Speed Aggregate, Inc. Accordingly, Mr. Baller disclaims beneficial ownership (within the meaning of Rule 13d-3 and Section 16 of the Exchange Act) of 50% of the securities owned of record by High Speed Aggregate, Inc. High Speed Aggregate, Inc. is currently the record owner of 266,156 shares of common stock. Mr. Baller is the sole controlling person of Ultimate Investments Corp. Ultimate is the record and beneficial owner of 629,335 shares of common. Effective July 1, 2015, Mr. Baller was elected to serve as a member of the Board of Directors of the Company, and effective Nov. 20, 2015 he was elected to serve as Interim CEO. A full-text copy of the regulatory filing is available for free at: https://is.gd/gHdDqy About Global Healthcare Greenwood Village, Colorado-based Global Healthcare REIT, Inc., acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. As of Dec. 31, 2017, the Company owned nine healthcare properties which are leased to third-party operators under triple-net operating terms. Global Healthcare incurred a net loss of $3 million for the year ended Dec. 31, 2017, compared to a net loss of $1.29 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $37.86 million in total assets, $36.37 million in total liabilities, and $1.48 million in total equity. MaloneBailey, LLP's audit opinion included in the company's annual report on Form 10-K for the year ended Dec. 31, 2017, contains a going concern explanatory paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. GLOBAL HOTELS: Court OK's Plan Outline; April 4 Plan Hearing ------------------------------------------------------------ Bankruptcy Judge John S. Hodge issued an order approving Global Hotels International, LLC's disclosure statement with respect to a chapter 11 plan dated Jan. 25, 2019. March 28, 2019 is fixed as the last day for casting ballots accepting or rejecting the plan, and the last day for filing and serving written objections to the confirmation of the plan. April 4, 2019, at 10:00 a.m. is fixed for the hearing on confirmation of the plan. The hearing will be held at The United States Federal Courthouse, located at 201 Jackson St, Monroe, LA 71201. The Troubled Company Reporter previously reported that general unsecured creditors are not projected to recover anything under the plan as proposed. A copy of the Amended Disclosure Statement is available at https://is.gd/PAiJXY from Pacermonitor.com at no charge. About Global Hotels Global Hotels International, LLC, is a provider of traveler accommodations in Jonesboro, Louisiana. Global Hotels International, a single asset real estate as defined in 11 U.S.C. Section 101(51B), is the fee simple owner of a real property located 144 Old Winnsboro Rd. (consisting of 1.65 acres of land, hotel, FF&E), valued by the Company at $4.10 million. Global Hotels International filed a Chapter 11 petition (Bankr. W.D. La. Case No. 18-30342) on Feb. 26, 2018. In the petition signed by Herbert Simmons, managing partner, the Debtor disclosed $5.37 million in total assets and $4.39 million in total liabilities. Judge Jeffrey P. Norman presides over the case. Bradley L. Drell and the law firm of Gold, Weems, Bruser, Sues & Rundell, APLC, serve as the Debtor's counsel. GNC HOLDINGS: Forms Partnership with International Vitamin ---------------------------------------------------------- GNC Holdings, Inc. has signed an agreement to integrate its manufacturing division with International Vitamin Corporation, a global leader in vitamins and nutritional supplement manufacturing through a strategic joint venture. Under the terms of the agreement, GNC will receive an aggregate of $101 million from IVC in exchange for the net assets of the Nutra manufacturing facility and the Anderson facility and will retain an initial 43 percent ownership in the joint venture. Over the next four years, GNC will receive an additional $75 million, adjusted up or down based on the joint venture's future performance, from IVC as IVC's ownership of the joint venture increases to 100%. The joint venture will be responsible for the manufacturing of the products produced today by Nutra. "This strategic joint venture brings together IVC's industry-leading manufacturing expertise and efficiency with our innovation and product development capabilities," said Ken Martindale, chairman and CEO of GNC. Under the joint venture agreement, GNC teams will continue to be responsible for product development and innovation, while IVC will manage manufacturing and integrate into GNC's supply chain. The joint venture intends to leverage IVC's robust manufacturing processes and stable supply of low cost raw materials with the combined buying power of both organizations to generate meaningful cost savings. "This partnership with IVC will provide us a level of efficiency we could not have achieved on our own while allowing our team to continue focusing on delivering high quality, innovative products to our customers," Martindale said. "IVC has capacity to scale up, giving us room for future growth and supporting our global expansion plans without the need for significant future capital investment." IVC manufacturing facilities utilize vertical supply chain integration and state of the art manufacturing technologies for both high volume and flexible needs resulting in efficient production costs. The company has well developed, end-to-end manufacturing capabilities and more than a million square feet of manufacturing, packaging, warehousing and distribution facilities in the U.S. With existing facilities in Europe and China, the company is targeting further growth internationally in Europe, Australia and Canada. "This venture demonstrates the value of IVC's highly differentiated manufacturing platform. GNC, one of the most trusted and innovative supplement brands in the world will now have the ability to devote even greater resources to new product development and brand expansion, while IVC's manufacturing expertise will deliver high quality at competitive costs," said Steven Dai, president & CEO of IVC. GNC was advised in the transaction by William Hood & Company, LLC and Latham & Watkins, LLP. IVC was advised in the transaction by Ernst & Young Capital Advisors, LLC and Sidley Austin LLP. About GNC Holdings GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global specialty retailer of health, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. As of Dec. 31, 2018, GNC had approximately 8,400 locations, of which approximately 6,200 retail locations are in the United States (including approximately 2,200 Rite Aid licensed store-within-a-store locations) and franchise operations in approximately 50 countries. GNC Holdings incurred a net loss of $148.9 million in 2017 and a net loss of $286.3 million in 2016. As of Dec. 31, 2018, GNC Holdings had $1.52 billion in total assets, $1.54 billion in total liabilities, $99.76 million in convertible preferred stock, and a total stockholders' deficit of $115.26 million. * * * As reported by the TCR on Nov. 15, 2018, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Pittsburgh-based vitamin and supplement retailer GNC Holdings Inc. and removed all of its ratings on the company from CreditWatch, where S&P placed them with negative implications on Feb. 14, 2018. "The affirmation reflects our belief that GNC's capital structure remains unsustainable over the long term in light of its current operating performance, including its cash flow generation, because of increased competitive threats amid the ongoing secular changes in the retail industry. GOGO INC: Vanguard Group Has 3.9% Stake as of Dec. 31 ----------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, The Vanguard Group reported that as of Dec. 31, 2018, it beneficially owns 3,489,673 shares of common stock of Gogo Inc., which represents 3.99 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 115,200 shares or .13% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 8,600 shares or .00% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. A full-text copy of the regulatory filing is available for free at: https://is.gd/yPeW9w About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The company designs and sources innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, Illinois with additional facilities in Broomfield, CO and locations across the globe. Gogo reported a net loss of $162.03 million for the year ended Dec. 31, 2018, compared to a net loss of $172.0 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Gogo Inc. had $1.26 billion in total assets, $1.53 billion in total liabilities, and a total stockholders' deficit of $268.8 million. * * * In May 2018, Moody's Investors Service downgraded Gogo Inc.'s (Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'. According to Moody's, Gogo's 'Caa1' CFR reflects its small scale, competitive operating environment, low margins, high leverage (12.9x Moody's adjusted at year end 2017), and the expectation of negative free cash flow into at least 2019 as the company heavily invests in the rollout of in-flight connectivity technology to additional carriers outside the North American market, where it currently benefits from critical mass in the commercial aviation segment and a dominant position in business aviation. As reported by the TCR on May 8, 2018, S&P Global Ratings lowered its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that previously announced equipment issues will weigh on operating and financial performance in 2018, which we expect will have a carry-over effect on the company's growth in 2019. As a result, we believe there could be a liquidity shortfall in the second half of 2019 absent improvements in operating performance and planned cost saving initiatives," S&P said. HARBORSIDE ASSOCIATES: Cash Collateral Use Continued Until March 31 ------------------------------------------------------------------- The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut has entered her fourteenth interim order authorizing Harborside Associates, LLC, to use any cash collateral, including rental proceeds, in accordance with the budget commencing March 1 through March 31, 2019. A further hearing on the Cash Collateral Motion has been scheduled for March 19, 2019 at 10:00 a.m. The Debtor will file its proposed fifteenth interim cash collateral order or before March 12, to which any objections will be filed by 5:00 p.m. of March 12. Pursuant to the approved Budget, the Debtor projects it will incur total operational expenses of approximately $9,969 for the month of March 2019. As of the Petition Date, Sioux, LLC, alleges a first priority secured claim against certain real property owned by the Debtor and located at 946 Ferry Boulevard, Stratford, Connecticut, including the rents arising therefrom. The Debtor believes that there are multiple other liens covering the Property which are subsequent in right to the Mortgage including a lien allegedly held by Bal Harbour LLC, as assignee of The Salce Companies, LLC. Harbour filed an objection to the Debtor's use of cash collateral. The Court, however, finds the preliminary use by the Debtor of cash collateral on the terms and conditions set forth in the Fourteenth Interim Order is in the best interest of the estate, Sioux, Harbour, and all other creditors and parties-in-interest, and it is necessary to avoid irreparable harm to the Debtor and its estate. In exchange for the preliminary use of cash collateral by the Debtor, Sioux, LLC is granted replacement and/or substitute liens in post-petition cash collateral, and such replacement liens will have the same validity, extent, and priority that Sioux possessed such liens on the Petition Date. The liens of Sioux, LLC and any replacement thereof pursuant to the Fourteenth Interim Order, and any priority to which Sioux, LLC may be entitled or become entitled under Section 507(b) of the Bankruptcy Code, will be subject and subordinate to a carve-out of such liens for amounts payable by the Debtor under Section 1930(a)(6) of Title 28 of the United States Code. A full-text copy of the Fourteenth Interim Order is available at http://bankrupt.com/misc/ctb17-50749-181.pdf About Harborside Associates Harborside Associates, LLC, a single asset real estate as defined in 11 U.S.C. Section 101(51B), owns real property located at 946 Ferry Boulevard, Stratford, Connecticut. Harborside Associates first sought bankruptcy protection (Bankr. D. Conn. Case No. 11-50738) on April 12, 2017. Harborside Associates filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-50749) on June 28, 2017. In the petition signed by Luciano Coletta, duly authorized member of Hermanos, LLC, the Debtor estimated $1 million to $10 million in assets and liabilities. Judge Julie A. Manning is the case judge. Douglas S. Skalka, Esq., at Neubert Pepe & Monteith, P.C., serves as bankruptcy counsel to the Debtor. HUMANIGEN INC: Nantahala Has 1.3% Stake as of Dec. 31 ----------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack disclosed that as of Dec. 31, 2018, they beneficially own 1,450,000 shares of common stock of Humanigen, Inc., which represents 1.3 percent (based upon information provided by the Issuer on Form 10-Q filed Nov. 6, 2018, there were 109,872,526 Shares outstanding as of Nov. 6, 2018). As of Dec. 31, 2018, Nantahala may be deemed to be the beneficial owner of 1,450,000 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. A full-text copy of the regulatory filing is available at: https://is.gd/7taLPS About Humanigen Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc. (OTCQB: HGEN), -- http://www.humanigen.com/-- is a biopharmaceutical company pursuing cutting-edge science to develop its proprietary monoclonal antibodies for immunotherapy and oncology treatments. Derived from the company's Humaneered platform, lenzilumab and ifabotuzumab are lead compounds in the portfolio of monoclonal antibodies with first-in-class mechanisms. Lenzilumab, which targets granulocyte-macrophage colony-stimulating factor (GM-CSF), is in development as a potential medicine to make chimeric antigen receptor T-cell (CAR-T) therapy safer and more effective, as well as a potential treatment for rare hematologic cancers such as chronic myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia (JMML). Ifabotuzumab, which targets Ephrin type-A receptor 3 (EphA3), is being explored as a potential treatment for glioblastoma multiforme (GBM) and other deadly cancers, as well as a platform for creation of CAR-T and bispecific antibodies. Humanigen is based in Brisbane, California. Humanigen incurred a net loss of $21.98 million for the year ended Dec. 31, 2017, compared to a net loss of $27.02 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Humanigen had $2.61 million in total assets, $9.30 million in total liabilities and a total stockholders' deficit of $6.69 million. The report from the Company's independent accounting firm Horne LLP, in Ridgeland, Mississippi, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. IFS FILING SYSTEMS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: IFS Filing Systems LLC c/o Lippes Mathias Wexler Friedman LLP 50 Fountain Plaza, Suite 1700 Buffalo, NY 14202 Business Description: IFS Filing Systems LLC -- http://ifsfiling.com-- is a manufacturer of paper products including folders, labels, indexes, printed products, file pockets, and more. Chapter 11 Petition Date: March 7, 2019 Court: United States Bankruptcy Court Western District of New York (Buffalo) Case No.: 19-10412 Debtor's Counsel: John A. Mueller, Esq. LIPPES MATHIAS WEXLER FRIEDMAN, LLP 50 Fountain Plaza, Ste. 1700 Buffalo, NY 14202 Tel: 716-853-5100 Fax: 716-853-5199 Email: jmueller@lippes.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jeffrey P. Markello, Esq., administrator of the estate of Aida Corey - IFS Member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nywb19-10412.pdf INNOVATIVE MATTRESS: Tempur World Buying Substantially All Assets ----------------------------------------------------------------- Innovative Mattress Solutions, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Kentucky to authorize the bidding procedures in connection with the sale of substantially all assets to Tempur World, LLC, pursuant to their Asset Purchase Agreement dated Feb. 12, 2019, for the sum of: (i) the Cash Payment, plus (ii) the assumption of the Assumed Liabilities, plus (iii) the Credit Bid Amount, to be satisfied in the form of a credit against the Borrower's repayment obligations with respect to the DIP Loan, plus (iv) the Cure Payments Adjustment Amount, subject to overbid. The Debtors were primarily focused on addressing severe liquidity constraints and were at a high risk of being unable to satisfy their ongoing financial obligations in the ordinary course of business. In October 2018, the Debtors retained outside financial consultants Conway Mackenzie, Inc. to provide certain restructuring management and advisory services. In consultation with Conway, the Debtors determined that additional funding would be necessary to finance operations, including payroll and other essential payments, as well as other administrative costs in a bankruptcy. With the assistance of their professional advisors, the Debtors evaluated strategic and financial options to raise new capital and improve post-petition liquidity. Ultimately, the Debtors determined that the financing proposal by Tempur World, an affiliate of their main supplier, Tempur Sealy International, Inc., to provide $14 million in DIP Financing provided the best post-petition financing option on the most favorable terms in order to commence these Cases and ultimately consummate a Sale of the Assets. Upon interim approval of the DIP Financing, the Debtors entered into that certain Summary Terms and Conditions on Jan. 17, 2019, by and among the Debtors and TSI to provide the DIP Financing. During the pendency of this Motion, the Debtors, along with Conway, will continue to market their Assets to interested third parties, to ensure that the Sale process can be completed expeditiously and yield a value-maximizing result for their stakeholders. However, the Debtors and Conway believe the pool of interested third parties is limited and that lengthy and expensive marketing efforts would not yield a larger pool of potential bidders. The Bidding Procedures ensure that the Debtors will obtain the highest or otherwise best bid they can for the Assets. While the Debtors believe the Stalking Horse APA provides a substantial improvement for creditors of the Debtors' estates over a liquidation of the Debtors' Assets, the Debtors and Conway MacKenzie are committed to obtaining the highest or otherwise best bid for the Debtors' Assets and will continue to market the Assets prior to the proposed March 19, 2019 Final Bid Deadline. The Debtors believe the Bidding Procedures and these marketing efforts will ensure the highest or otherwise best offer will ultimately be accepted. The Debtors propose to conduct the Sale process and Auction on the following timeline: a. Hearing to consider entry of the Bidding Procedures Order: Feb. 21, 2019 b. No later than five business days after entry of the Bidding Procedures Order - Deadline for Debtors to file Assumption and Assignment Notice c. Deadline to file Sale Objections and Contract Objections: 4:00 p.m. (ET) on the date that is 14 days after filing of the Assumption and Assignment Notice d. Final Bid Deadline: March 19, 2019 at 4:00 p.m. (ET) e. Auction: The Auction, to be held at the offices of DelCotto Law Group PLLC, 200 North Upper Street, KY 40507 on March 22, 2019, at a time to be determined. f. Sale Hearing: March 25, 2019, as determined by, and subject to the availability of, the Court The Stalking Horse Bidder has agreed to purchase substantially all of the Assets and to assume certain liabilities and obligations for a combination of cash and a credit bid as set forth in the Stalking Horse APA. The salient terms of the APA are: a. The proposed sale is not to an insider. b. If the Debtors receive a Qualified Bid other than the Stalking Horse APA, the Debtors will conduct an open public Auction in connection with the Sale. Only the Stalking Horse Bidder and any other Qualified Bidder(s) (or their duly-authorized representatives) are eligible to participate at the Auction. c. The Stalking Horse Bidder's Purchaser Deposit serves as the Stalking Horse Bidder's Good Faith Deposit. d. Within three Business Days after the Closing Date, the Purchaser will pay in cash to the Sellers the sum of: (i) an amount equal to the Estimated Cure Amounts, (ii) the aggregate amount of all payment amounts set forth in accordance with the wind down budget as provided in the Sale Order, which amount will not exceed $300,000 and (iii) an amount equal to the Estimated Professional Fees Amount. e. The Debtors propose to sell the Assets to the Stalking Horse Bidder free and clear of all Liens, claims and encumbrances, including any claims of successor liability. f. Leases will be either assumed and assigned to Purchaser or rejected by the Sellers. g. Nothing in APA will be deemed to either limit or expand any rights of a Qualified Bidder with a valid and perfected lien on any of the Assets of the Debtors' estates, to credit bid all or a portion of such Secured Creditor's claim to the extent permitted under section 363(k) of the Bankruptcy Code, including the DIP Lender’s right to credit bid any amounts owed to it as outstanding DIP Obligations under the DIP Financing. h. The Debtors ask a waiver of the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d). The salient terms of the Bidding Procedures are: a. Bid Deadline: March 19, 2019 at 4:00 p.m. (ET) b. Initial Bid: Each Final Bid for substantially all of the Debtors' Assets must offer to the Debtors aggregate value in an amount, as determined by the Debtors, in their reasonable business judgment, that is greater than or equal to the sum of (i) the value offered under the Stalking Horse APA, plus (ii) the Break-Up Fee, plus (iii) cash in the amount of at least $500,000, unless otherwise set by the Debtors. c. Deposit: 10% of the stated cash Purchase Price d. Auction: The Auction, to be held at the offices of DelCotto Law Group PLLC, 200 North Upper Street, KY 40507 on March 22, 2019, at a time to be determined. e. Bid Increments: $350,000 f. Sale Hearing: March 25, 2019, as determined by, and subject to the availability of, the Court g. Break-Up Fee: $650,000 h. Bid Protection: The Stalking Horse Bidder is entitled to reimbursement of all reasonable and documented out-of-pocket costs, fees and expenses incurred by the Stalking Horse Bidder and its affiliates (including reasonable fees and expenses of legal, accounting and financial advisors) in connection with the evaluation and negotiation of the transaction contemplated by the Stalking Horse APA in the event the Stalking Horse Bidder is not the Successful Bidder. In connection with any Sale Transaction, the Debtors propose to assume and assign to the Successful Bidder(s) the Assignable Contracts. With the exception of the Final Bid submitted by the Stalking Horse Bidder, no Bid may (i) request or entitle the Prospective Bidder to any break-up fee, expense reimbursement fee or similar type of payment, or (ii) obligate the Debtors to pay commissions, fees or expenses to any agent or broker. Further, by submitting a Bid, a Prospective Bidder will be deemed to waive its right to pursue a substantial contribution claim under section 503 of the Bankruptcy Code or in any way related to the submission of its Final Bid or the Bidding Procedures. The relief requested is necessary and appropriate to maximize the value of the Debtors' estates for the benefit of their economic stakeholders. Accordingly, they submit that ample cause exists to justify the waiver of the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d), to the extent that each Rule applies. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Innovative_Mattress_279_Sales.pdf The Purchaser: TEMPUR WORLD, LLC c/o Tempur Sealy International, Inc. 1000 Tempur Way Lexington, KY 40511 Attn: Joe Kamer E-mail: joe.kamer@tempursealy.com The Purchaser is represented by: James L. Bromley, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 E-mail: jbromley@cgsh.com About Innovative Mattress Solutions Innovative Mattress Solutions, LLC, operates 142 specialty sleep retail locations primarily in the southeastern U.S. under the names Sleep Outfitters, Mattress Warehouse, and Mattress King. It offers sleep outfitters, complete beds, electric adjustable beds, bed bug protectors, sheets and pillows. Innovative Mattress Solutions was founded in 1983 and is based in Lexington, Kentucky. Innovative Mattress Solutions, LLC, and 10 affiliates sought Chapter 11 protection (Bankr. E.D. Ky. Lead Case No. 19-50042) on Jan. 11, 2019. The Hon. Gregory R. Schaaf is the case judge. Innovative Mattress estimated assets of $10 million to $50 million and liabilities of the same range. The Debtors tapped Delcotto Law Group PLLC as counsel; Jackson Kelly PLLC, and Morris Nichols Arsht & Tunnell LLP, as special counsel; Brown, Edwards & Company, L.L.P., as accountant; and Conway Mackenzie, Inc. as financial advisor. The Office of the U.S. Trustee on Jan. 23, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The committee retained Bingham Greenebaum Doll LLP, as counsel; Kelley Drye & Warren LLP, as co-counsel; and Province, Inc., as financial advisor. JAGUAR HEALTH: Jonathan Glaser Has 9.6% Stake as of Dec. 31 ----------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Jaguar Health as of Dec. 31, 2018: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ --------- Jonathan M. Glaser 2,356,199 9.58% Nancy E. Glaser 2,153,159 8.75% The Jonathan & Nancy Glaser 2,153,159 8.75% Family Trust DTD 12/16/1998 Pacific Capital Management, LLC 2,111,659 8.58% Jonathan M. Glaser beneficially owns 2,356,199 shares of Common Stock of which 203,040 shares are held by the JMG Capital Management LLC 401(k) Profit Sharing Plan, of which Mr. Glaser is the sole trustee. 41,500 shares are held by JLA Family Limited Partnership, of which The Jonathan & Nancy Glaser Family Trust DTD 12/16/1998 serves as the General Partner. Mr. Glaser and Nancy Glaser are co-trustees of the Trust, and thus, Mr. Glaser shares voting and dispositive power over such shares. 2,111,659 shares are held by Pacific Capital Management, LLC, of which JMG Capital Management, Inc. serves as the managing member. The Manager is wholly-owned by the Trust and Mr. Glaser serves as the sole director and president of the Manager. The percentages are calculated based upon a total of 24,603,104 shares of voting Common Stock issued and outstanding as of Nov. 14, 2018 as reported in the Issuer's Form 10-Q for the quarterly period ended Sept. 30, 2018, filed with the Securities and Exchange Commission on Nov. 19, 2018. A full-text copy of the regulatory filing is available for free at: https://is.gd/1IxTLy About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage natural-products pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $21.96 million for the year ended Dec. 31, 2017, compared to a net loss of $14.73 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Jaguar Health had $46.12 million in total assets, $26.79 million in total liabilities, $9 million in series A convertible preferred stock, and total stockholders' equity of $10.32 million. BDO USA, LLP, in San Francisco, Calif., issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JONG UK BYUN: Selling Los Angeles Property to C&M Metals for $5.5M ------------------------------------------------------------------ Jong Uk Byun filed with the U.S. Bankruptcy Court for the Central District of California a notice of the proposed sale of the real property generally known as 1736 E. 24th Street, Los Angeles, California, parcel number 5167-015-067, to C&M Metals, Inc. or its designee for $5.5 million, subject to overbid. There are unpaid property taxes in the amount of approximately $93,000. These taxes will be paid in full out of escrow. The first deed of trust holder is Hyundai Steel First Credit Bank which is owed approximately $16.8 million according to the Debtor and $22 million plus according to Hyundai. The Debtor will pay Hyundai, the full proceeds of this sale less the usual costs of sale and the brokerage commission of 4%. The sale of the 24th Street Property assets will not affect the liens of Hyundai on the Debtor's other properties until Hyundai is paid in full. The junior lienholders will not be paid from the sales proceeds. They will however retain their liens on other assets of the Debtor. The Debtor is informed and believes that the junior lienholders will reconvey their liens in order to facilitate the sale since they too have liens on other properties owned by the Debtor. The Debtor filed his emergency petition to stop a foreclosure sale by Hyundai Steel Company that was set on the 24th Street Property as well as certain of its other properties for Aug. 6, 2018. The sale of the 24th Street Property will not pay Hyundai or the junior lienholders in full but will pay a significant portion of the debt owed to Hyundai which will result in there being more equity in the remainder of the properties for the Debtor and other creditors. The Debtor believes that the proceeds of the sale will not be sufficient to pay all secured creditors with liens attached to the 24th Street Property Assets. The Debtor is informed and believes that the lienholders will agree to release their respective liens on the 24th Street Property Assets. This is because the junior lienholders also have liens on other real property that adequately protects their interests. The sale will include certain fixtures and real property improvements owned by the Debtor's wholly owned entity, Central Metal, Inc. To the extent the sale includes fixtures or improvements owned by CMI, these do not constitute estate property. All property subject to the Motion, whether or not designated as real property owned by the Debtor or improvements owned by Central Metal, Inc., is subject to Hyundai's deeds of trust. All net funds from the sale, irrespective of the owner of the property being sold, will be paid to Hyundai at closing. A summary of the terms of the proposed sale is as follows: 1. Sale of the 24th Street Property Assets to C&M Metals, Inc., or its assignee for $5.5 million. 2. The Buyer will deposit $100,000 into escrow. This deposit has been made into the escrow that has been opened with Commerce Escrow #18-80452-DB. The Buyer will make an additional deposit of $450,500 at Closing. 3. The sale is subject to a financing contingency as follows: The Buyer will obtain a new loan against the 24th Street Property in the amount of 90% of the Purchase Price. The Buyer has 45 days from the date of the PSA or Dec. 28, 2018 to obtain the loan commitment. The last day to obtain the loan commitment is therefore Feb. 11, 2019. On Jan. 28, 2019, the Buyer requested that financing contingency and certain other contingencies be extended to Feb. 20, 2019 and the Debtor agreed. 4. The closing is expected to take place within 15 days after entry of an Order of the Bankruptcy Court Approving the Sale. 5. The sale will be free and clear of all liens, claims, encumbrances, and other interests (including any and all interests in the 24th Street Property Assets. 6. The sale is subject to overbids at the hearing. 7. As part of the sale, the Debtor will pay a fee of 4% of the Purchase Price as follows: one-half to his real estate agent Kirk Garabedian, of Keller Williams Commercial and one-half to Magnum Properties. If a person or entity other than the Buyer herein is the successful bidder, and that person has a real estate agent, the 4% commission will be split between Mr. Garbedian and the Buyer's agent. 8. The sale is "as is," "where is" and is without any other representation, warranty or assurance, made by the Debtor or any of its agents, attorneys or other representatives, concerning the value of the assets, except as such representations, warranties or assurances are set forth in the PSA and except that the Debtor has warranted that the assets transferred by him can be rightfully transferred by him and are equal in value to the purchase price to be received by the Debtor. The Debtor intends to file and serve a bidding procedures motion and set it for hearing on regular notice. The Debtor proposes to allow any other person or entity to overbid the sale at the hearing set forth. The proposed bidding procedures are: 1. On Feb. 27, 2019, a prospective bidder must provide to the Debtor's counsel a cashier’s check for $500,000 as a deposit to be held by the Debtor's counsel, Client Trust Account of Resnik Hayes Moradi LLP. 2. The Prospective Bidder will also provide to the Debtor's counsel and to the counsel for the Buyer, Hyundai and Packo, onFeb. 27, 2019, proof of its ability to close on the same terms as the PSA. 3. As all of the contingencies set forth in the PSA will have been met by the time of the hearing on this motion, any overbid for the 24th Street Property Assets will be on the same terms and conditions, or better, as is set forth in the Purchase and Sale Agreement. 4. There will be no Contingency Period for any successful overbidder. The overbidder must close the sale within 15 days after the Court enters its Order Approving the Sale. 5. The initial overbid must be at least $100,000 more than the Purchase Price herein or $5.6 million. After the initial overbid, additional overbids will be in increments of $100,000 each. Finally, the Debtor asks the Court that, notwithstanding the provisions of Federal Rule of Bankruptcy Procedure 6004(g) with respect to the sale of assets, and Federal Rule of Bankruptcy Procedure 6006(d) with respect to any executory contract or unexpired lease assumed and assigned with such sale of the Property, the Order will be effective immediately after its entry. A hearing on the Motion is set for March 5, 2019 at 11:00 a.m. The objection deadline is 14 days prior to the scheduled hearing date on the Motion. A copy of the Sale Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Jong_Uk_Byun_87_Sales.pdf Jong Uk Byun sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-19004) on Aug. 3, 2018. The Debtor tapped M. Jonathan Hayes, Esq., at Resnik Hayes Moradi LLP, as counsel. JOSEPH HEATH: Bartlett Buying Alexandria Condo Unit 21 for $375K ---------------------------------------------------------------- Joseph F. Heath asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the real property described as Groveton Woods Condo, Unit 21, Phase 3, as found in the Land Records of Fairfax County, Virginia, and otherwise known as 7147 Mason Grove Court, Unit 21, Alexandria, Virginia to Nathan Bartlett for $375,000, pursuant to a contract dated Feb. 04, 2019, with Addendums, free and clear of liens. There is no Seller's real estate commission incurred in the transaction, and only the Buyer's agent's commission of 3.5% (total) commission is due on the sale. The contract provides for a credit for repairs from the Seller of up to $4,500 pending a home inspection. The property is encumbered by two liens: a Deed of Trust with Select Portfolio Services ("SPS") with a balance of approximately $306,000, and a tax lien held by the IRS in the original amount of $970,369. The total of all liens on the property exceed the property's value and the net proceeds which are expected to come from the proposed sale. The value received from the sale is appropriate. A Comparative Market Analysis of the property shows an average sale price of comparable homes under these circumstances to be $370,000 to $375,000. A draft Alta Combined Settlement Statement 2 estimates that after payment of the Chase lien and the expenses of sale, the sum of $48,152 would be payable to the IRS, less a reserve for the United States Trustee's Quarterly fees. Upon information and belief, the trust holders whose claims are impaired by the proposed sale either have or will consent to the sale. The Debtor proposes to pay the first trust in its entirety from the sale and turn over the balance at settlement to the IRS less an appropriate reserve for the payment of the United States Trustee's Quarterly Fees which will be incurred by the transaction. The proposed sale is in the best interest of the estate, since it represents the greatest value to the estate and to the creditors which may be derived from the property, and also because the sale of this property will reduce the indebtedness owed to the IRS, the blanket lien holder, and help to create equity in the other property securing their claims. The sale motion is consistent with the Second Amended Plan of the Debtor. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Heath_415_Sales.pdf About Joseph F. Heath Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the range of $0 to $50,000 and $100,001 to $500,000 in debt. The Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett A. Brown, as counsel. On Dec. 22, 2017, the Court confirmed the Debtor's Second Amended Plan. JTRL LLC: Hutton ST Buying Pittsburgh Property for $950K -------------------------------------------------------- JTRL, LLC, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of interest in real estate in Pittsburgh, Pennsylvania at 818, 826, and 850 Ohio River Boulevard, Pittsburgh, Pennsylvania to Hutton ST 17, LLC for $950,000, subject to higher and better offers. Among the assets of the estate is the Debtor's interest in the Property. The Debtor has agreed to sell it to the Buyer for the agreed purchase price. The parties have executed their contract. The sale is not subject to a financing contingency. The Buyer paid a good faith earnest money deposit of $1,000. The earnest money was deposited with First Agency, Inc., the Buyer's title company. The sale is in the best interest of all parties since it will help the Debtor to fund the Chapter 11 Reorganization Plan. The lien creditors, named as Respondents are: a. A mortgage in favor of Wesbanco Bank, Inc. dated Dec. 15, 2005, and which was recorded on Dec. 20, 2005, at Book 31254 page 120, in the Recorder’s Office of Allegheny County in the face amount of $220,000. This lien creditor holds the first mortgage on the property. This lien creditor did not file a proof of claim against the Debtor; and b. A mortgage in favor of Ronald J. Longo and John R. Longo dated Nov. 20, 2009, and which was recorded on Nov. 23, 2009, at Book 37462 page 4, in the Recorder's Officer of Allegheny County in the face amount of $215,000. This lien creditor holds he second mortgage on the property. This lien creditor filed a proof of claim #4 in the amount of $201,270. c. Ronald J. Longo and John R. Longo also have a judgment securing the same debt which was recorded at GD-16-000791 (Longo Sr. et al v. Rusty Dory Inc.); GD-16-000793 (Longo Sr. et al v. Jo Anne Teti); and GD-16-000796 (Longo Sr. et al v. JTRL, LLC) on Jan. 12, 2016, in the amount of $187,111. The Rusty Dory Pub, as itself and individually, is named as a Respondent to the Motion as they own certain personal property located on 818, 826, and 850 Ohio River Boulevard, Pittsburgh, Pennsylvania 15202. The Rusty Dory Pub is being notified that pursuant to the sale, their lease on the property will be terminated. The sale is for the land and personal property owned by the Debtor located at 818, 826, and 850 Ohio River Boulevard, Pittsburgh, Pennsylvania 15202. The Rusty Dory Pub will be required to remove any personal property and effects, owned by them, individually, and separate from Movant, prior to the closing of the sale. The sale is an "As-Is" and "Where-Is" sale. It must be a judicial sale, free and clear of all liens and encumbrances and claims against the Debtor. The Estate will accept higher and better offers at the time of sale. Any bidder will post a deposit of $50,000 in certified funds and will be able to close the sale within 30 days of the Order being entered. Any bid that includes a broker fee must begin at $995,000 or it will not be considered a higher and better offer. The Debtor ask the Court to authorize the settlement officer to pay the following: 1. All applicable real estate taxes and ordinary closing costs, municipal lien claims; 2. All normal and ordinary settlement charges; 3. The real estate commission to Echo Retail, the approved broker for the transaction; 4. $2,500 to Calaiaro Valencik, P.C. towards legal fees plus reimbursement for all costs of mailing, copying, and advertising; 5. Any outstanding balance to Wesbanco Bank, Inc.; 6. Any outstanding balance to Robert & John Longo; 7. Delinquent real estate taxes, if any; and 8. Any remaining escrow balance will be sent to Calaiaro Valencik, P.C. pending the confirmation of a Chapter 11 plan or order authorizing distribution of any part of the proceeds. A hearing on the Motion is set for March 19, 2019 at 1:30 p.m. The objection deadline is March 1, 2019. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/JTRL_LLC_127_Sales.pdf About JTRL, LLC TRL, LLC, owns real estate located at 850 Ohio River Boulevard, Pittsburgh, Allegheny County, Pennsylvania. JTRL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21509) on April 12, 2017. In the petition signed by Joanne Teti, sole member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Donald R. Calaiaro, Esq., and David Z. Valencik, Esq., at Calaiaro Valencik, serve as the Debtor's bankruptcy counsel. JUST ONE MORE: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Just One More Restaurant Corp. (Lead Case) 19-01947 8955 Fontana Del Sol Way, 2nd Floor Naples, FL 34109 Just One More Holding Corp. 19-01948 8955 Fontana Del Sol Way, 2nd Floor Naples, FL 34109 Business Description: Just One More Restaurant holds the Palm Restaurant steakhouse's intellectual property -- a series of trademarks and service marks, design elements of the Palm. JOMR licenses the Palm IP to the Palm Restaurants through individual licensing agreements. Today, there are 24 Palm Restaurants operating in the United States and Mexico. The Debtors do not own any of the Palm Restaurants. Chapter 11 Petition Date: March 7, 2019 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtors' Counsel: Paul Steven Singerman, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, 19th Floor Miami, FL 33131 Tel: 305-714-4341 Fax: 305-714-4340 Email: singerman@bergersingerman.com - and - Christopher A Jarvinen, Esq. BERGER SINGERMAN, LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel: 305-714-4363 Fax: (305) 714-4340 Email: cjarvinen@bergersingerman.com Debtors' Restructuring Advisor: Jerry McHale MCHALE, P.A. Just One More Restaurant's Estimated Assets: $100 million to $500 million Just One More Restaurant's Estimated Liabilities: $10 million to $50 million Just One More Holding's Estimated Assets: $1 million to $10 million Just One More Holding's Estimated Liabilities: $1 million to $10 million The petitions were signed by Gerard A. McHale, chief restructuring officer. The full-text copies of the petitions are available for free at: http://bankrupt.com/misc/flmb19-01947.pdf http://bankrupt.com/misc/flmb19-01948.pdf A. List of Just One More Restaurant's Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Palm Management Management $5,413,609 Corporation Agreement 1730 Rhode Island Ave., N.W., Ste. 900 Washington, DC 20036 Cooley LLP Legal Fees $1,081,459 Attn: Alan Levine, Esq. 1114 Avenue of the Americas 16th Floor New York, NY 10036 B. List of Just One More Holding's Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cooley LLP Legal Fees $1,081,459 Attn: Alan Levine, Esq. 1114 Avenue of the Americas 46th Floor New York, NY 10036 Palm Management Accounting $1,126 Corporation Fees 1730 Rhode Island Avenue, NW Ste. 900 Washington, DC 20036 KAIROS HOMES: IRS Liens Attach to Sale Proceeds, Judge Says ----------------------------------------------------------- The Hon. Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas has entered a second amended interim agreed order authorizing Kairos Homes, L.L.C., to use cash collateral in the ordinary course of its business. Pursuant to the Second Amended Interim Agreed Order, the Internal Revenue Service's liens now attach to the proceeds from the sale, and not the real property. In the interim, the Debtor may use the net proceeds -- estimated at $270,000 -- from the sale of the property 621 County Road 3696, Springtown, TX, to satisfy post-petition payroll, materials, subcontractors, rent, bills and other miscellaneous expenses as reflected in the Projected Budget. The Court further ordered that the property which is described as 621 County Road 3696, Springtown, TX 76082, may be sold free and clear of all judgment liens, claims, and encumbrances except purchase money, all unpaid ad valorem property tax liens and Federal Tax Liens. In addition, the Amended Interim Agreed Order states that all ad valorem property taxes for year 2019 and all prior years will be paid in full at the sale closing with the liens that secure all amounts owed for any unpaid years remaining attached to the property and becoming the responsibility of the purchaser. The Debtors will be entitled to utilize cash collateral of the Internal Revenue Service only for ordinary business expenses, consistent with the cash flow projections of the Debtor and may exceed the line item in the cash flow projection by not more than 10% without a variance sought by the Debtor and approved by the IRS in writing (including email), or approved by order of the Court. The Debtors will be entitled to utilize the asserted Cash Collateral of the IRS and to utilize the property in which the IRS has asserted a secured interest subject to the provisions of the Agreed Order under the following terms and conditions: (a) The IRS will be granted replacement liens on post-petition cash collateral and property of the Debtors, including inventory, accounts receivable, cash, cash equivalents, intangibles, and all other post-petition property of the Debtors which would constitute the IRS' pre-petition collateral, including proceeds and products thereof to the same validity, extent and priority of the IRS' liens prior to the Petition Date. These liens, if any, will be in addition to the liens that the IRS had in the assets of the Debtor as of the petition date. The replacement liens will not extend to Chapter 5 causes of action and will be limited to the decline, if any, in the value of the IRS' collateral by virtue of the Debtor's use. (b) The Debtors will file all past due tax returns, if any, (including, but not limited to, income, excise, employment, and unemployment returns) within 60 days of the entry of the Interim Agreed Order and will file such return with Leo Carey, Bankruptcy Specialist, IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce St., Dallas, Texas 75242. (c) The Debtors will file all post-petition federal tax returns on or before the due date, and will pay any balance due upon filing of the return. (d) The Debtors will, during the pendency of this bankruptcy case, provide proof of deposit of all federal trust fund taxes within 7 days from the date on which they are deposited. (e) Upon reasonable notice, the Debtors will, during the pendency of Debtors' case, permit the IRS to inspect, review, and copy any financial records of the Debtor. A full-text copy of the Second Amended Interim Agreed Order is available at http://bankrupt.com/misc/txnb18-43969-76.pdf About Kairos Homes Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com/-- is a home builder in Fort Worth, Texas. Kairos Homes filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43969) on Oct. 3, 2018. In the petition signed by Brian Frazier, president, the Debtor disclosed $3,006,914 in assets and $1,116,717 in liabilities. The Hon. Mark X. Mullin oversees the case. John Park Davis, Esq., at Davis Law Firm, serves as bankruptcy counsel. KEMPLON MARINE: Must File and Plan and Disclosures Before June 5 ---------------------------------------------------------------- Bankruptcy Judge Caryl E. Delano ordered Kemplon Marine Inc. dba Kemplon Engineering to file a Plan and Disclosure Statement on or before June 5, 2019. The Disclosure Statement shall, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case. About Kemplon Marine Kemplon Marine, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-00989) on Feb. 5, 2019, with estimated assets of $50,001 to $100,000 and estimated liabilities of $100,001 to $500,000. KENNETH HOOD: City Buying Cleveland Real Property for $200K ----------------------------------------------------------- Kenneth Brown Hood asks the U.S. Bankruptcy Court for the Northern District of Mississippi to authorize the sale of the real property located at 207 East Carpenter Street, Cleveland, Mississippi, and described as Section l6, Township 22, Range 5 West in Bolivar County, to the City of Cleveland for $200,000, free and clear of liens, claims and interests. The Debtor has made the decision to liquidate the real property owned by, and titled to, him, both in connection with the case and in the related cases of Curtis G. Hood, Howard Allen Hood, William Cary Hood. His decision to liquidate the real property is in the best interest of all creditors and all parties in interest. The Purchaser has executed a letter of intent dated Feb. 6, 2019. The purchase price is $200,000, the fair market value of the real property. The ad valorem taxes will be prorated at closing on the real property based on possession as between the Purchaser and the Debtor. The Debtor asks authority of the court to execute such deed, transfer of title or other related documents which are reasonably necessary to consummate and close the sale of the real property. The sale will be free and clear of liens, claims and security interests with the exception of ad valorem tax claims which will be prorated and paid at closing. The Debtor asks that the Court approve the sale for the fair, reasonable, and appropriate letter of intent price of $200,000. The City must complete due diligence before the sale can close. Upon the closing of the sale transaction, the "net" funds (sales price less ad valorem taxes for 2018 and 2019), will be placed in an interest bearing escrow account by the counsel for the Debtor, with the funds to be disbursed only upon further order, after notice and a hearing. A copy of the Letter of Intent attached to the Motion is available for free at: http://bankrupt.com/misc/Kenneth_Hood_230_Sales.pdf The Purchaser: CITY OF CLEVELAND 100 North Street P.O. Box I439 Cleveland, MS 33732 Telephone: (662) 845-1471 Facsimile: (662) 883-8029 E-mail: cityofclevelandms.com Counsel for the Debtor: Craig M. Geno, Esq. Jarret P. Nichols,Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 427-0048 Facsimile: (601) 427-0050 E-mail: cmgeno@cmgenolaw.com jnichols@cmgenolaw.com Kenneth Brown Hood sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 16-14511) on Dec. 30, 2016. The Debtor tapped Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC as counsel. KENNETH HOOD: Simcox Buying Bolivar Real Properties for $615K ------------------------------------------------------------- Kenneth Brown Hood asks the U.S. Bankruptcy Court for the Northern District of Mississippi to authorize the sale of the real property located and described as Lots 8, 9 and 16 in Section 4, Township 24 North, Range 7 West in Bolivar County, Mississippi as noted as Tract 4; and real property known as Tract 6, to Joseph Simcox for $615,000. The Debtor has made the decision to liquidate Tracts 4 and 6 owned by, and titled to, him, both in connection with the case and in the related cases of Curtis G. Hood, Howard Allen Hood, William Cary Hood. His decision to liquidate them is in the best interest of all creditors and all parties in interest. The Purchaser has executed a letter of intent dated Feb. 7, 2019. The purchase price for Tracts 4 and 6, which comprise 160.3 total acres, is $615,000, their fair market value. The ad valorem taxes will be prorated at closing on the real property based on possession as between the Purchaser and the Debtor. The Debtor asks authority of the court to execute such deed, transfer of title or other related documents which are reasonably necessary to consummate and close the sale of the real property. The sale will be free and clear of liens, claims and security interests with the exception of ad valorem tax claims which will be prorated and paid at closing. The Debtor asks that the Court approve the sale for the fair, reasonable, and appropriate letter of intent price of $615,000. A sales contract is to be drafted and executed by Feb. 12, 2019, and it will be used to supplement the Motion. Upon the closing of the sale transaction, the net funds (sales price less ad valorem taxes for 2018 and 2019) will be placed in an interest bearing escrow account by the Counsel for the Debtor, with the funds to be disbursed only upon further order, after notice and a hearing. A copy of the Letter of Intent attached to the Motion is available for free at: http://bankrupt.com/misc/Kenneth_Hood_231_Sales.pdf The Purchaser: CITY OF CLEVELAND 100 North Street P.O. Box I439 Cleveland, MS 33732 Telephone: (662) 845-1471 Facsimile: (662) 883-8029 E-mail: cityofclevelandms.com Kenneth Brown Hood sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 16-14511) on Dec. 30, 2016. The Debtor tapped Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC as counsel. KEVIN J. HAAS: Bouviers Buying Hancock Property for $52K -------------------------------------------------------- Kevin J. Haas and Lisa T. Haas ask the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of a parcel of real property located in Hancock County, Mississippi, consisting of approximately 5.21 acres, being part of Hancock County Tax Parcel No. 069-0-30-019.005, to Michael Patrick Bouvier and Ricki Haas Bouvier for $52,000. At the time of the filing of the Petition the Debtors were the owners of the Property. They've entered into an Agreement to Purchase or Sell as to the Property, with the Buyers, for a sale price of $52,000. There are no voluntary liens on the Property. The Debtors propose and have agreed to place all of the net proceeds of the sale of the Property into a DIP account to be disbursed only with approval of the Court. The Net Proceeds will mean: the purchase price, less closing costs, ad valorem taxes paid by the Sellers; proration’s, title curative costs required by the Contract, cost of survey, any title insurance premium and/or binders required to be paid by the Sellers; and an estimated amount that will become due to the U.S. Trustee as quarterly fees as a result of completion of the sale. The Debtors pray that the Court will enter the Order authorizing the sale of the Property to the Buyers pursuant to the Contract, provided that payment is to be made in the following manner: (i) proration of the County ad valorem taxes for the current year of approximately $10; (ii) reserve to the Debtor the sum of $650 to be applied to the quarterly fees that will become due to the U. S. Trustee pursuant to 28 USC 1930, as a result of this transaction; (iii) placement of 100% of the Net Proceeds of sale in a DIP account to be disbursed only with approval of the Court. The Debtors further pray that the Court authorizes that the Property be sold free and clear of all liens; and enter an order that the Net Proceeds of sale be substituted as collateral for the Property, and that the Property be conveyed free and clear of encumbrances. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Kevin_Haas_127_Sales.pdf Counsel for the Debtors: Patrick A. Sheehan, Esq. SHEEHAN LAW FIRM, PLLC 492 Porter Avenue Ocean Springs, MS 39564 Telephone: (228) 875-0572 Facsimile: (228) 875-0895 E-mail: pat@sheehanlawfirm.com Kevin J. Haas and Lisa T. Haas sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 18-51718) on Sept. 4, 2018. The Debtors tapped Patrick A. Sheehan, Esq., as counsel. LIBERTY INTERACTIVE: Fitch Alters Outlook on 'BB' IDR to Positive ----------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' Long-Term Issuer Default Rating (IDR) for Liberty Interactive LLC (Liberty) and QVC Inc. and assigned a 'BB' Long-Term IDR to Qurate Retail, Inc. (Qurate). The Rating Outlook has been revised to Positive from Stable. As of Dec. 31, 2018, Qurate had approximately $7.6 billion of debt outstanding, including approximately $2.3 billion at Liberty and $5.3 billion at QVC. KEY RATING DRIVERS HSN Consolidation Into QVC: On Dec. 31, 2018, HSN, Inc. and all of its subsidiaries but Cornerstone became wholly-owned subsidiaries of QVC. Qurate (as LIC) initially acquired and held the 62% of HSN it did not own on Dec. 29, 2017 in an all-stock transaction, while Liberty held the remaining 38%. On Dec. 31, 2018, QVC also amended its senior secured credit facility, increasing its revolver to $3.65 billion from $2.65 billion, extending the maturity to Dec. 31, 2023 and adding HSN and transferred subsidiaries as guarantors. QVC used a portion of the increase to repay borrowings under HSN's existing credit facility, which was then terminated. Consolidation Synergies: As a result of HSN's consolidation into QVC, Qurate intends to achieve $370 million to $400 million in run rate cost savings by 2022 ($40 million realized in 2018), with severance and other operating costs of $155 million required to achieve the synergies. Fitch's rating case estimates Qurate will achieve approximately 93% ($360 million) of the midpoint of its expected cost savings range. Fitch's estimates are based on varying expectations for synergy realizations based on the category and scope of the expected expense cuts, the probability of realizing reductions within each category, and typical industry expense cut realizations. Fitch notes that although Qurate stated they expect to realize revenue synergies, they have not disclosed an expected range nor has Fitch included any benefits in its rating case. Share Repurchase: Fitch's rating case assumes Qurate will fund its ongoing share repurchase program with a mix of FCF and debt issuance at QVC. QVC maintains a stated target net leverage at 2.5x. As of Dec. 31, 2018, net leverage was 2.2x which equates to 2.4x for Fitch-calculated pro forma leverage (total debt with equity credit/EBITDA). Fitch expects QVC will issue debt under the additional capacity created by EBITDA growth resulting primarily from consolidation synergies while remaining within Fitch's rating sensitivities. Ratings are Linked: Fitch links the Long-Term IDRs of Qurate, Liberty and QVC in accordance with its criteria. The IDRs for Qurate, its wholly-owned subsidiary Liberty and its indirect, wholly owned subsidiary QVC reflect the consolidated legal entity/obligor credit profile and parent subsidiary relationships. Although Fitch does not believe Liberty would spin out QVC, Fitch would review the rating if that were to happen. QVC Debt Ratings: Fitch rates both QVC's senior secured bank credit facility and the senior secured notes 'BBB-', two notches higher than QVC's IDR. The secured issue rating reflects what Fitch believes QVC's stand-alone ratings would be. DERIVATION SUMMARY Qurate is well positioned within the retail sector given its loyal customer base, with more than 90% of sales generated by repeat and reactivated customers and an increasing global ecommerce presence, which generated $14.1 billion of net revenues for fiscal 2018. It offers a wide variety of consumer products, marketed and sold primarily by merchandise-focused televised shopping programs distributed to more than 370 million households daily, the Internet and mobile applications. The inclusion of HSN into QVC further solidifies the company's position as the largest provider of television retailing and a leading multimedia retailer. Nordstrom, Inc. (BBB+/Stable), Kohl's Corporation (BBB/Stable), Macy's Inc. (BBB/Negative) and Dillard's (BBB-/Stable) are rated higher than Liberty/QVC due primarily to lower leverage while all but Dillard's have larger revenue bases. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Low single digit revenue growth for QVC and HSN and mid-single-digit growth for zulily; - Over 300 bp of margin improvement by 2022 due primarily to the realization of $360 million of run rate synergies as adjusted by Fitch net of $90 million of severance and restructuring costs; - Capex increases to 3.1% of revenues in 2020 then returns to more normalized levels of 2% by 2022 as Qurate makes the necessary capital investments to consolidate HSN and grow the business; - FCF generation grows from $1.2 billion in 2019 to $1.6 billion in 2022 due primarily to the realization of cost synergies; - Shareholder returns continue to grow annually funded with FCF and debt issuance at QVC; - Qurate's lease adjusted debt to operating EBITDAR remains in the low 3.0x's; - QVC's total debt with equity credit to operating EBITDA remains at 2.4x over the rating horizon. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - The Outlook will be resolved based on the realization of a sufficient portion of expected synergies over the next 18 to 24 months. - If Liberty were to manage to more conservative leverage targets. Developments That May, Individually or Collectively, Lead to Negative Rating Action -If financial policy changes, including more aggressive leverage targets and asset mix changes, weakening bondholder protection. - If there are unexpected revenue declines in excess of 10% that materially drive declines in EBITDA and FCF, and results in Liberty's lease adjusted gross debt to EBITDAR exceeding 3.5x and/or QVC's total debt with equity credit to EBITDA exceeding 2.5x in the absence of a credible plan to reduce leverage. LIQUIDITY Liquidity is Adequate: Fitch believes QVC's liquidity will be sufficient to support operations and its expansion into other markets. Fitch expects near-term debt repayment, acquisitions and share buybacks to be a primary use of FCF. Fitch expects Qurate to generate FCF of between $1.2 billion and $1.6 billion annually over the rating horizon. Fitch recognizes that in the event of a liquidity strain at Liberty, QVC could provide funding to support debt service via intercompany loans. Qurate's consolidated liquidity as of Dec. 31, 2018 included $653 million in readily available cash and $2.3 billion available under QVC's $3.65 billion revolving credit facility (RCF) due in December 2023. Liberty has $1.2 billion of near-term maturities that are only classified as near term because Liberty does not own the underlying shares needed to redeem the debentures. However, Liberty has no intention or requirement to redeem them in the near term, and maturities range from 2029 to 2046. QVC's maturities are manageable, with $400 million maturing in 2019 and $500 million in 2022. Qurate expects to use revolver borrowings to repay the upcoming April 2019 maturity. FULL LIST OF RATING ACTIONS Fitch affirms the following ratings: Liberty Interactive, LLC - Long-Term IDR at 'BB'; - Senior unsecured debt at 'BB/RR4'. QVC, Inc. - Long-Term IDR at 'BB'; - Senior secured debt at 'BBB-'/'RR1'. The Rating Outlook has been revised to Positive from Stable. Fitch assigned the following rating with a Positive Outlook: Qurate Retail, Inc. - Long-Term IDR 'BB'. LONGFIN CORP: Hudson Bay Capital Holds 9.99% of Class A Shares -------------------------------------------------------------- Hudson Bay Capital Management LP and Sander Gerber disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2018, they beneficially own 4,888,006 shares of Class A common stock issuable upon exercise of warrants and/or conversion of convertible notes of Longfin Corp., which represents 9.99 percent of the shares outstanding. The percentage was calculated based upon 44,040,989 shares of Class A Common Stock outstanding as of Aug. 20, 2018, as disclosed in Exhibit 10.1 attached to the Company's Current Report on Form 8-K filed with the SEC on Aug. 21, 2018. The percentage is based on the Company's total number of outstanding shares of Common Stock and assume the exercise of warrants and the conversion of the convertible notes held by Hudson Bay Master Fund Ltd., subject to the 9.99% Blocker. Pursuant to the terms of the Securities, the Reporting Persons cannot exercise those warrants or convert such convertible notes if the Reporting Persons would beneficially own, after such exercise or conversion, more than 9.99% of the outstanding shares of Common Stock. Consequently, at this time, the Reporting Persons are not able to exercise or convert all of the Securities due to the 9.99% Blocker. Hudson Bay Capital serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the Securities are held. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Class A Common Stock, subject to the 9.99% Blocker, if any, underlying the Securities held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities. A full-text copy of the regulatory filing is available for free at: https://is.gd/LbxAau About Longfin Longfin Corp (LFIN) is a New York-based finance and technology company ("FINTECH") that specializes in structured trade finance (Alternative Finance) solutions and physical commodities finance (Shadow Banking) solutions. On June 19, 2017, Longfin acquired 100% of the global trade finance technology solution provider, Longfin Tradex Pte. Ltd. - a Singapore incorporated related party entity and post-acquisition Longfin Tradex has become a subsidiary of Longfin. Longfin and its subsidiary Longfin Tradex believe their business operations do not involve in any activities relating to securities, as defined in Section 2(a)(1) of the Securities Act. Longfin has no interest in becoming a market maker to effect trading in securities requiring registration under the Exchange Act. For the period from Feb. 1, 2017 (inception) through Dec. 31, 2017, Longfin incurred a net loss of $26.36 million. As at June 30, 2018, Longfin had $172.79 million in total assets, $44.91 million in total liabilities and $127.88 million in total equity. The report from the Company's independent accounting firm CohnReznick LLP, in Roseland, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has limited operating history and the continuation of the Company as a going concern is dependent upon the ability of the Company to obtain financing and the attainment of profitable operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SEC Litigation At the beginning of April 2018, the SEC filed an action, entitled Securities and Exchange Commission v. Longfin Corp., et al., 18 Civ. 2977 (DLC) before the Federal District Court for the Southern District of New York. The Company and its CEO, Venkata Meenavalli are named as defendants, as are three of the Company's stockholders who made certain sales of Class A Common Stock. The SEC's complaint alleges that the defendants violated Section 5 of the Securities Act by either distributing or participating in the distribution of the Company's securities to the public in unregistered transactions. In connection with the Litigation, the SEC moved for a temporary restraining order and asset freeze relating to the assets of the three defendants who were stockholders who made certain sales of Class A Common Stock. By order dated April 23, 2018, the Disctrict Court vacated the temporary restraining order and asset freeze with respect to the Company and Mr. Meenavalli. By order dated May 1, 2018, the Court granted the SEC's request for a preliminary injunction regarding the assets of the other three defendants. On May 11, 2018, the Company and Mr. Meenavalli filed a motion to dismiss the SEC's complaint for failure to state a claim upon which relief can be granted, and the three other defendants answered the complaint and denied the allegations of wrongdoing against them. On May 29, 2018, the SEC filed a first amended complaint, which the Company and Mr. Meenavalli answered on June 8, 2018. The SEC Litigation has now entered the discovery phase. The Company is unable at this time to express any opinion as to the outcome of this matter or any potential remedies that may be sought against the Company or Mr. Meenavalli at this early stage of the proceedings. Ceases Operations Longfin disclosed in a Form 8-K filed with the SEC on Nov. 21, 2018 that following its unsuccessful efforts to restructure outstanding debt and to otherwise satisfy creditor obligations that would enable the Company to continue operations, the Company's Board of Directors determined it was in the best interests of the Company's stockholders, creditors and other interested parties to cease operations and to provide for an orderly liquidation of its assets by entering into an irrevocable Assignment for the Benefit of Creditors. The Assignment is a common law business liquidation mechanism under New Jersey law that is an alternative to a formal bankruptcy proceeding. In connection with the Assignment, all of the employees of the Company were terminated. M3LIVE BAR: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: M3Live Bar & Grill, Inc. 2232 S. Harbor Blvd. Anaheim, CA 92802 Business Description: M3Live Bar & Grill, Inc. operates a performance & event center in Anaheim, California. Its grand ballroom has a capacity of 100 to 700 guests. Visit http://www.m3live.netfor more information. Chapter 11 Petition Date: March 7, 2019 Court: United States Bankruptcy Court Central District of California (Santa Ana) Case No.: 19-10814 Judge: Hon. Theodor Albert Debtor's Counsel: Robert P. Goe, Esq. GOE & FORSYTHE, LLP 18101 Von Karman, Ste 1200 Irvine, CA 92612 Tel: 949-798-2460 Fax: 949-955-9437 E-mail: kmurphy@goeforlaw.com rgoe@goeforlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Musa Madain, 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/cacb19-10814.pdf MAGAR MAGAR: Trustee Selling Moscow Property to Peer for $300K -------------------------------------------------------------- David P. Gardner, the Chapter 11 Trustee of Magar Edward Magar, deceased, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the private sale of the real property commonly referred to as the Loney Mobile Home Park located at 713 Brent Dr., Moscow, Idaho to Nirit Peer for $300,000. The Real Property specifically includes all personal property affixed to the Real Property, including any mobile homes within the park belonging to the Estate and the rents and profits generated by the park after entry of an order approving the sale. The sale is a private sale by agreement between the Trustee and the Buyer. The sale will be final without further notice on Feb. 26, 2019, unless someone objects to the sale. The Trustee is asking entry of an Order Approving the Sale, so that the sale may be closed by a title company, and a good faith finding entered by the Court. The Real Property will be sold to the Buyer for the gross purchase price of $300,000. The Buyer will pay the purchase price in cash at closing. The Real Property is sold as-is-where-is without warranties or representations of any kind. The closing will be held at the convenience of the parties as soon possible after Court-approval is obtained. The sale will be free and clear of liens and encumbrances. Any valid liens will attach to the proceeds of the sale. The liens known to the Trustee are as follows: Ocwen Loan Servicing in the amount of $149,849. The Trustee believes the purchase price is approximate to the fair market value of the Real Property based upon the condition of the Real Property, the potential future costs of marketing, holding, and selling the Real Property, and the current market conditions in the Moscow area. The Real Property has been marketed on the MLS or otherwise by the Estate's employed professional, Kaye Mounsey. As demonstrated in the attached RE-23 Commercial/Investment Real Estate Purchase and Sale Agreement and RE-10 Inspection Contingency Notice, the original offer for the Real Property was $300,000, subject to due diligence and inspection contingencies. After concluding its due diligence, the Buyer kept the offer at $300,000, which was accepted by the Trustee. Subject to Court approval, the Trustee anticipates paying at closing the following liens, exemptions, and compensation (all deductions approximated): Sales Price $300,000 Estimated Deductions Liens $150,000 Prorated Real Property Taxes $0 Back Taxes $0 Realtor Commission $18,000 Estimated Closing Costs $6,000 Exemptions $0 Total Estimated Deductions $174,000 --------- Estimated Net Proceeds of Sale $126,000 The Trustee does anticipate there will be tax consequences to the Estate from the sale of the Real Property. Specifically, if closed in 2019, the sale will result in capital gains taxes chargeable to the Estate. The Estate’s accountant estimates the capital gains generated will be approximately $50,000. The Trustee believes the proposed sale is in the best interest of the Estate and creditors. He asks that approval of the sale be effective immediately and the 14-day stay imposed by FRBP 6004(h) be waived so that the parties may proceed directly to closing. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Magar_Magar_446_Sales.pdf A hearing on the Motion is set for March 5, 2019 at 9:00 a.m. The objection deadline is Feb. 26, 2019. The Chapter 11 case is In re Magar Edward Magar (Bankr. W.D. Wash. Case No. 15-41415). Judge Mary Jo Heston oversees the case. The Trustee: DAVID P. GARDNER 601 W. Riverside Avenue, Suite 1900 Spokane, WA 99201 Tel: (509) 838-6131 Time: dpg@winstoncashatt.com MAYFLOWER COMMUNITIES: Allowed to Use UMB Bank Cash Collateral -------------------------------------------------------------- The Hon. Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas inked his approval to an agreed amendment to the initial order authorizing Mayflower Communities, Inc. to use cash collateral in which UMB Bank, N.A. (in its capacity as trustee), asserts a security interest. Upon the stipulations, acknowledgements and agreements of the Debtor and the Trustee, the Court ordered that: (a) The reference to Feb. 19, 2019, in paragraph 2 of the Initial Interim Order is replaced with the Termination Date. (b) The Budget, as defined in paragraph 2 of the Initial Interim Order is replaced with the current budget. The Debtor covenants that it will not, during any weekly period between the Petition Date and the Termination Date (Measurement Period), make any payment that would cause expenditures under any line-item in the Budget to exceed 110% of the amount budgeted for that same line item for that Measurement Period in the Budget. However, Non-Operating Disbursements will not be subject to such variance and the Debtor will in no event make any payment that would cause expenditures under any such line-item in the Budget to exceed the amount budgeted for that same line item for that same Measurement Period. Any violation of the foregoing covenant will be cause for the immediate termination of the Debtor's right to use cash collateral under the terms of the Initial Interim Order. A further hearing to consider the use of cash will be held on March 8, 2019 at 10:00 a.m. 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. MCCLATCHY CO: Incurs $79.8 Million Net Loss in 2018 --------------------------------------------------- The McClatchy Company has filed with the Securities and Exchange Commission its Annual Report on Form 10-Q reporting a net loss of $79.75 million on $807.22 million of revenues for the year ended Dec. 30, 2018, compared to a net loss of $332.35 million on $903.59 million of revenues for the year ended Dec. 31, 2017. As of Dec. 30, 2018, the Company had $1.29 billion in total assets, $180.53 million in current liabilities, $1.45 billion in non-current liabilities, and a stockholders' deficit of $341.66 million. Liquidity and Capital Resources McClatchy's cash and cash equivalents were $21.9 million as of Dec. 30, 2018, compared to $99.4 million of cash and cash equivalents at Dec. 31, 2017. The Company's cash balance at the end of 2017 reflected the receipt of sales proceeds from the sale or sale and leaseback of some of its buildings and land during 2017, the remaining proceeds received from sale of a portion of our investment in CareerBuilder in the third quarter of 2017, and cash from operations. In January 2018 the Company used a significant portion of the cash on hand to redeem $75.0 million aggregate principal amount of its 2022 Notes as announced in December 2017. The Company repurchased an additional $20.0 million aggregate principal amount of its 2022 Notes in February 2018, and $5.3 million aggregate principal amount of our 2026 Notes in December 2018. For the foreseeable future, the Company expects that most of its cash and cash equivalents, and its cash generated from operations will be used to (i) repay debt, (ii) pay income taxes, (iii) fund its capital expenditures, (iv) invest in new revenue initiatives, digital investments and enterprise-wide operating systems, (v) make required contributions to the Pension Plan, and (vi) fund other corporate uses as determined by management and its Board of Directors. As of Dec. 30, 2018, the Company had approximately $745.1 million in total aggregate principal amount of debt outstanding, consisting of $304.7 million of its 2026 Notes, $89.9 million of its Debentures, $157.1 million of its Tranche A and $193.5 million of its 2031 Notes. As of Dec. 30, 2018, the Company was not permitted to incur additional pari passu obligations under the limitation on indebtedness incurrence test as defined in the 2026 Notes Indenture. "We expect to continue to opportunistically repurchase or restructure our debt from time to time if market conditions are favorable, whether through privately negotiated repurchases of debt using cash from operations, or other types of tender offers or exchange offers or other means. We may refinance or restructure a significant portion of this debt prior to the scheduled maturity of such debt. However, we may not be able to do so on terms favorable to us or at all. We will be required to redeem the 2026 Notes from the net cash proceeds of certain asset dispositions and from a portion of our excess cash flow (as defined in the 2026 Notes Indenture). We believe that our cash from operations is sufficient to satisfy our liquidity needs over the next 12 months, while maintaining adequate cash and cash equivalents to fund our operations," the Company stated in the Report. Operating Activities: The Company generated $25.9 million of cash from operating activities in 2018, compared to generating $19.1 million of cash in 2017. The change in cash generated from operating activities was primarily due to the timing of collections of accounts receivable, which were higher by $5.2 million and timing of payments of accounts payable, which were lower by $10.6 million. The remaining changes in operating activities related to miscellaneous timing differences in other receipts and payments or receipts. Pension Plan Matters The Company made no cash contributions to the Pension Plan during 2018 and 2017. After applying credits, which resulted from contributing more than the Pension Plan's minimum required contribution amounts in prior years, the Company did not have a required cash contribution for 2018. The Company expects to have a required pension contribution of approximately $3.0 million under the Employee Retirement Income Security Act in fiscal year 2019, and the Company expects to have material contributions in the future. Investing Activities: The Company used $0.4 million of cash from investing activities in 2018. The Company received proceeds from the sale of property, plant and equipment of $5.7 million and from the sale of an investment of $5.3 million. These amounts were offset by the purchase of PP&E for $11.1 million, net purchases of and proceeds from redemptions of certificates of deposit, which net to a $2.3 million use of cash and contributions to equity investments of $2.5 million. The Company generated $102.5 million of cash from investing activities in 2017, which was primarily due to the sale of its interest in equity investments of $66.9 million and $7.3 million in distributions from its equity investments that exceeded the cumulative earnings from the investee and such amounts were considered a return of investment. The Company also sold property plan and equipment which generated $43.9 million of cash in 2017. Financing Activities: The Company used $106.3 million of cash for financing activities in 2018, compared to using $26.5 million 2017. During 2018, the Company repurchased or redeemed $439.6 million principal amount of its 2022 Notes for $459.5 million in cash and incurred financing costs of $17.7 million related to the refinancing of its debt. Those amounts were offset by cash proceeds of $361.4 million for the issuance of $310.0 million principal amount of the 2026 Notes and $75.0 million principal amount of the Junior Term Loans (which represents the excess from the exchange of debt. The Company also had an increase of $15.7 million in its financing obligations as a result of the sale and leaseback of one of its real properties. The Company used $26.5 million of cash from financing activities in 2017, primarily related to the repurchase of debt. During 2017, the Company repurchased at maturity a total of $16.9 million principal amount of its 5.75% Notes due in 2017, and the Company repurchased or redeemed $51.8 million principal amount of its 2022 Notes for an aggregate of $70.7 million in cash. These repurchases were partially offset by the $44.0 million increase in the Company's financial obligations as a result of the sale and leaseback of one of its real properties. A full-text copy of the Form 10-K is available for free at: https://is.gd/l1UW0r About McClatchy The McClatchy Company operates 30 media companies in 14 states, providing each of its communities with news and advertising services in a wide array of digital and print formats. McClatchy is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. * * * In March 2018, S&P Global Ratings lowered its corporate credit rating on The McClatchy Co. to 'CCC+' from 'B-'. The rating outlook is stable. "The downgrade reflects our view that McClatchy's capital structure is unsustainable at current leverage and discretionary cash flow (DCF) levels. Still, we don't expect a default to occur during the next 12 months. McClatchy has no imminent liquidity concerns, full availability on its $65 million revolving credit facility due 2019, low capital expenditures, and it generates positive DCF. McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy's "Caa1" Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. MCCLATCHY CO: Reports $27.5 Million Net Loss for Fourth Quarter --------------------------------------------------------------- - Increased digital-only subscribers to 155,500, up 51.1% from Q4 2017 - Achieved eleventh consecutive quarter of growth in digital only- subscriptions - Grew digital-only advertising revenues by 10.1% on a comparable basis to Q4 2017 - Met adjusted EBITDA guidance for fourth quarter 2018 McClatchy reported net loss in the fourth quarter of 2018 of $27.5 million, or $3.52 per share. Results in the fourth quarter 2018 include after-tax non-cash impairments on newspaper mastheads of $20.8 million. In the fourth quarter of 2017, McClatchy reported net income of $61.1 million, or $7.91 per share. Additionally, the company reported adjusted net loss, which excludes severance, non-cash impairments, unique tax items, and certain other items, in the fourth quarter of 2018 of $0.9 million, compared to adjusted net income of $12.4 million in the fourth quarter of 2017. Craig Forman, McClatchy's president and CEO said, "In the context of a business environment that continues to be challenging for the local media industry, we made significant progress in our digital transformation while delivering on our mission of producing strong, independent local journalism in the public interest that is essential to the communities we serve. We achieved key proof points of our digital transformation and accelerated pace. We grew digital-only subscribers by 51% year-over-year in the fourth quarter, and they were up 13.5% sequentially from the third quarter of 2018. This is the eleventh consecutive quarter of digital subscription growth, and indicates that the digital subscription platform we have built is delivering value, keener insight and benefit to our business. "Another milestone of digital transformation occurred early in 2018: revenues from digital advertising exceeded those of print. In the fourth quarter, we saw our digital-only advertising growth rate reach double-digits again in the quarter. While the fourth quarter is typically our best quarter due to seasonality of advertising, our fourth quarter 2018 digital-only advertising revenue growth was about 530 basis points better than our comparable fourth quarter 2017 results." Fourth Quarter Results The company's fiscal 2018 reporting period is a 52-week year compared to a 53-week year in 2017. As a result, the fiscal fourth quarter of 2018 includes 13 weeks compared to 14 weeks in the fourth quarter of 2017. The extra week contributed approximately $14.0 million in additional revenues and $2.7 million in additional adjusted earnings before interest, taxes and depreciation and amortization ("adjusted EBITDA") in the fourth quarter of 2017. Comparable 52-week annual and 13-week quarterly information is included in schedules attached to this release. The operating results discussed below for the quarter and full-year include adjustments for comparability to the 2018 periods. Total revenues in the fourth quarter of 2018 were $213.0 million, down 13.0% compared to the fourth quarter of 2017, or 7.7% on a comparable 13-week basis. Total advertising revenues were $114.8 million, down 16.9% in the fourth quarter of 2018 compared to the fourth quarter of 2017, or 12.7% on a comparable quarter basis. The rates of decline in the fourth quarter for total revenue and advertising were the lowest reported all year. When compared to the third quarter of 2018, total advertising improved by 480 basis points and total revenues improved by 240 basis points. Digital-only advertising revenues grew 5.2% and total digital advertising revenues were relatively flat over the same period in 2017. Adjusting for the extra week in 2017, total digital-only revenues grew 10.1% and total digital advertising revenues were up 4.7% compared to the 13-week fourth quarter of 2017. Direct marketing advertising revenues declined 17.7% in the fourth quarter of 2018 compared to the fourth quarter of 2017, or 13.7% on a comparable 13-week basis. Audience revenues were $84.4 million, down 11.2% in the fourth quarter of 2018 compared to the same period in 2017, or 4.5% on a comparable 13-week basis. Digital audience revenues were up 2.8%, or 10.6% on a comparable basis. Digital-only audience revenues associated with digital subscriptions were up 47.6% and the number of digital-only subscribers ended the quarter at 155,500, representing an increase of 51.1% from the fourth quarter of 2017. Average monthly total unique visitors to the company's online products were 61.4 million in the fourth quarter of 2018. Results in the fourth quarter of 2018 included the following items: * Non-cash impairment of newspaper mastheads; * Costs related to re-organizing operations; * Severance charges; * Loss on extinguishment of debt related to $5.3 million redemption in November; * Non-cash credit to the company's tax provision; and * Accelerated depreciation and other miscellaneous costs. Adjusted net loss, which excludes the items above, was $0.9 million. Adjusted EBITDA was $48.0 million, or down 26.5% on a comparable 13-week basis. Excluding the impact of real estate gains, adjusted EBITDA was down 8.2% on a comparable 13-week basis. This compares to guidance the company issued in December 2018 that reported adjusted EBITDA excluding real estate gains was expected to decline from the fourth quarter of 2017 in the range of 8% to 12%. On a comparable 13-week basis, operating expenses were up 6.7% while adjusted operating expenses were down slightly. Excluding the impact of real estate gains offsetting expenses in the fourth quarter of 2018 and 2017 on a 13-week comparable basis, operating expenses were up 0.2% and adjusted operating expenses were down 7.5%. Other Fourth Quarter Business and Recent Highlights Debt and Liquidity: On Nov. 10, 2018, the company, through a partial redemption, called $5.3 million of 9.0% senior secured bonds due 2026 at par. As of Dec. 30, 2018 the company's principal debt outstanding was $745.1 million. The company finished the quarter with $21.9 million in cash, resulting in net debt of $723.2 million at the end of fiscal 2018. As of the end of the fourth quarter the company had approximately $61.0 million of total borrowing capacity under its Asset Backed Loan (ABL) Credit Facility, and no amounts were outstanding under the ABL. Journalism Highlights: In the fourth quarter, McClatchy's 30 newsrooms continued to produce extraordinary journalism. From The Charlotte Observer's multi-platform narrative, Carruth, that included the popular eight-part podcast series and won Sports Illustrated's best podcast of 2018, to The Sacramento Bee's coverage of the Camp Fire, culminating in a heart-wrenching documentary on the destruction of the community of Paradise, California. McClatchy's tradition of investigative journalism continued with the Fort Worth Star-Telegram's series on sex abuse in the fundamentalist Baptist Church, Spirit of Fear, and the Miami Herald capped off the year with an explosive, blockbuster, Perversion of Justice, a year-long investigation into how a local, wealthy hedge fund manager and serial sex offender was given a sweetheart deal by federal prosecutor, Alex Acosta (now Secretary of Labor), while the victims of the crimes were betrayed and their rights ignored. In streaming serial documentaries, McClatchy Studios' launched, The War Within on Facebook Watch, which chronicled the lives of retired veterans of the war in Afghanistan who are struggling to navigate life after military service. Full-Year Results Total revenues for 2018 were $807.2 million, down 10.7% compared to 2017, or 9.3% on a comparable 52-week year basis. Total advertising revenues were $416.7 million, down 16.4% compared to 2017, or 15.3% on a comparable 52-week basis. Total digital advertising revenues were up 4.1% and digital-only advertising was up 13.5% in 2018 compared to 2017. Adjusted for the extra week in 2017, total digital advertising revenues were up 5.4% and digital-only advertising was up 14.9% over the same period. The digital-only advertising results are partially offsetting the impact of the softening print advertising declines on total digital advertising. Audience revenues were $339.5 million, down 6.6% for 2018 compared to 2017, or 4.8% on a 52-week basis. Total digital audience revenues were up 2.6% in 2018 compared to the same period 2017, or 4.6% on a comparable 52-week basis. Digital-only audience revenues associated with digital subscriptions were up 63.6% in 2018 compared to the same period last year. The company reported a net loss in 2018 of $79.8 million, or $10.27 per share, which included $37.2 million of other non-cash charges on mastheads and $20.4 million non-cash valuation allowance on deferred tax assets as well as other unusual items described below. Adjusted net loss for 2018, excluding these items, was $48.2 million. The company reported a net loss for 2017 of $332.4 million or $43.55 a share, which included a $192.3 million non-cash valuation allowance on deferred tax assets and $191.5 million of other non-cash charges on investments and mastheads as well as other unusual items. Adjusted net loss in 2017 excluding those non-cash and unusual items was $8.5 million. Results for the full-year 2018 included the following items: * Net gain on extinguishment of debt mainly attributable to the debt refinancing in July; * Non-cash impairment of newspaper mastheads; * A non-cash charge to increase a valuation allowance on the company's deferred tax assets; * Severance charges; * Gain on sale of CareerBuilder investment; * Costs related to re-organizing operations; * Non-cash loss on real estate transactions and charges associated with relocations of certain operations; and * Accelerated depreciation and other miscellaneous costs. Adjusted EBITDA was $117.5 million, down 29.8% on a comparable 52-week basis. Operating expenses declined 2.2% and adjusted operating expenses declined 4.1% on a comparable 52-week basis. Excluding the impact of real estate gains offsetting expenses in 2018 and 2017 on a 52-week basis, operating expenses were down 4.3% and adjusted operating expenses were down 6.5%. Including a few small real estate transactions in the fourth quarter, the total pre-tax sales proceeds of real property for all of 2018 were approximately $22.1 million, just under management's previously announced target of $25 million for the year. In addition, due primarily to negative returns in the capital markets in the fourth quarter of 2018, the GAAP reported unfunded obligation for the company's defined benefit pension plan increased approximately $70 million from the end of 2017 to $548.2 million at the end of 2018. The company's underfunded position for IRS funded levels, which dictate pension contributions, was approximately $316 million at the end of 2018. Outlook During 2018 digital advertising not only exceeded print newspaper advertising, but the company's growing base of digital-only advertising revenues surpassed print newspaper advertising in the second half of the year. Management views this milestone as evidence of McClatchy's continuing transformation to a more digital media company. In 2018, digital advertising revenues represented 43.3% of McClatchy's total advertising revenues. In 2019 management expects to see growth in total digital revenues, which includes digital advertising and digital audience revenues. Management noted new audience products and offerings, such as the recently debuted SportsPass subscription, are helping to spur digital-only subscriptions and revenues. Print newspaper advertising revenues are expected to decline. Management expects digital-only advertising revenues to surpass newspaper print advertising in 2019 as print advertising becomes a smaller percent of total revenues. In audience, digital subscribers are expected to grow and to largely offset continuing declines in print circulation, resulting in low single-digit total audience revenue declines. Management plans to reduce GAAP and adjusted operating expenses and will continue to monitor costs throughout the year to align expense and revenue performance, while making additional investments in our news and sales organization. As McClatchy continues to transition to a more digital media company, management noted that the organization will need to trim costs. Hence, the company announced a voluntary retirement incentive plan in February 2019 that was offered to approximately 450 employees. Nearly half of eligible employees opted into the program which is expected to result in $12 million to $13 million of savings over the remainder of 2019. Management expects real estate sales to continue into 2019. Gross proceeds from 2019 real estate sales are expected to be equal or greater than amounts reported in 2018. Net proceeds from real estate sales will be used, as required per the 2026 indenture, to redeem the 9.0% Notes due 2026. Management expects capital expenditures between $6 million and $9 million in 2019, and the company has a pension contribution requirement of approximately $3 million in fiscal 2019. A full-text copy of the press release is available for free at: https://is.gd/8sAXfa About McClatchy The McClatchy Company operates 30 media companies in 14 states, providing each of its communities with news and advertising services in a wide array of digital and print formats. McClatchy is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy incurred a net loss of $332.4 million for the year ended Dec. 31, 2017, following a net loss of $34.19 for the year ended Dec. 25, 2016. As of Sept. 30, 2018, McClatchy had $1.30 billion in total assets, $149.8 million in total current liabilities, $1.39 billion in total non-current liabilities, and a stockholders' deficit of $241.22 million. * * * In March 2018, S&P Global Ratings lowered its corporate credit rating on The McClatchy Co. to 'CCC+' from 'B-'. The rating outlook is stable. "The downgrade reflects our view that McClatchy's capital structure is unsustainable at current leverage and discretionary cash flow (DCF) levels. Still, we don't expect a default to occur during the next 12 months. McClatchy has no imminent liquidity concerns, full availability on its $65 million revolving credit facility due 2019, low capital expenditures, and it generates positive DCF. McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy's "Caa1" Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. MERCADO'S MEAT: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- Mercado's Meat Distribution, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of California to use Safe-Bidco and Tri Counties cash collateral in the ordinary course of its business. The Debtor proposes to use cash collateral for the payment of the operating expense in order to continue business activity in an effort to achieve successful reorganization. The Debtor currently has no present alternative borrowing source from which it could quickly secure sufficient additional funding to manage the necessary business expenses. Safe-Bidco holds a Promissory Note with a principal balance amount as of the Petition Date of $104,721.23, secured by all of Debtor's personal property. The loan was acquired at the inception of Debtor back in 2015 and is guaranteed by the Small Business Administration. Tri Counties Bank also holds a promissory note with a principal balance amount as of the Petition Date of $135,596, secured by all of Debtor's personal property. The note is also cross-collaterized against Debtor's principals (Edgar Hernandez and Julia Mercado) real property located 134 South Sacramento Street, Willows, California. The Debtor will remit monthly adequate protection payments: (i) to Safe-Bidco in the amount of $2,711 and (ii) to Tri Counties in the amount of $2,785.07, pursuant to the original pre-petition terms of their respective notes. In addition, Safe-Bidco and Tri Countues will be granted a valid, duly perfected, enforceable and non-avoidable replacement lien and security interest of the same priority in all post-petition Cash Collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/caeb19-20301-42.pdf About Mercado's Meat Distribution Mercado's Meat Distribution, Inc., a meat wholesaler in Willows, California, filed a voluntary Chapter 11 petition(Bankr. E.D. Cal. Case no. 19-20301) on Jan. 17, 2019. At the time of the filing, the Debtor estimated less than $50,000 in assets and $500,000 to $1 million in liabilities. The petition was signed by Edgar M. Hernandez, president. The case has been assigned to Judge Christopher M. Klein. The Law Offices of Gabriel Liberman, APC is the Debtor's legal counsel. NEO LIGHTS: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Neo Lights Holdings, Inc. 125 Park Avenue New York, NY 10017 Business Description: Neo Lights Holdings, Inc. -- http://neolightsholdings.com-- is a renewable energy technology company and global developer and manufacturer of LED technologies, smart sensors and networking systems, with innovative approaches to off- grid and on grid emergency management networked solutions for commercial, domestic, international, and government markets. Chapter 11 Petition Date: March 8, 2019 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 19-22589 Judge: Hon. Robert D. Drain Debtor's Counsel: Anne J. Penachio, Esq. PENACHIO MALARA, LLP 245 Main Street, Suite 450 White Plains, NY 10601 Tel: (914) 946-2889 Email: apenachio@pmlawllp.com frank@pmlawllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alfred Heyer, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-22589.pdf NEW CITY AUTO: Lupiant Buying All Assets for $1.6 Million --------------------------------------------------------- New City Auto Group, LLC, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the bidding procedures in connection with the sale of substantially all assets to Bridget LuPiant for $1.6 million, subject to adjustments, subject to overbid. The Debtor prior to the filing of the bankruptcy case operated as a registered Nissan automobile dealer located at 1301 Indianapolis Blvd., Schererville, Indiana, selling new and used Nissan vehicles and other used vehicles. The Debtor owns and operates the Assets. The Assets constitutes vehicles, parts, machinery, and other assets used in the operation of an automobile dealership. Nissan North America has asserted claims against the Debtor and others in an adversary proceeding that Nissan North America filed in the Debtor's bankruptcy case (Adv. No 18-02055) as follows: a) Nissan sought the imposition of a constructive trust and related causes of action pertaining to the Debtor's purchase of 50 new vehicles. b) As a part of a proposed settlement between Nissan North America and the Debtor, Nissan North America must receive from the proceeds of the sale of the Assets contemplated by this motion, after payment of the direct expenses of that sale have been deducted, the sum of $1 million. In the event the Bankruptcy Court enters an order approving the sale of the Assets at a gross sale price in excess of $2.5 million, Nissan North America will be entitled to receive 33% of the difference between the gross sale price and $2.5 million up to a maximum of $1,317,208. c) In the event that the highest bid from the sale of the Assets does not produce sufficient net proceeds after the payment of direct expenses to allow Nissan North America to receive the Minimum Sale Payment, unless Nissan North America specifically and affirmatively agrees to accept a lesser amount, the Debtor will not seek court approval of the Asset Sale or the proposed settlement. d) In addition to the settlement payments, Nissan North America asserts a security interest in and asserts property rights in all signs identifying the Debtor's relationship with Nissan North America and has filed a UCC-1 financing statement to secure its claim. Prior to the Petition Date, the Debtor obtained $1,545,000 in financing from Adrienne Berke, who is the sister of one of the Debtor's shareholders and directors and thus an insider. The Debtor used the monies obtained from Adrienne Berke to purchase the assets of the dealership previously operating at the Debtor's current location as Napleton Auto Werks of Indiana. To secure the financing provided by Adrienne Berke, Adrienne Berke filed a UCC-1 financing statement asserting a lien on: a) all of the Debtor’s assets, including all accounts, contract rights, general intangibles, letters of credit, letter of credit rights (whether or not the letter of credit is evidenced by a writing), supporting obligations, instruments (including promissory notes), chattel paper (whether tangible or electronic), documents, notes, Franchise Agreements, and cash; b) all of the new motor vehicles owned by the Debtor before and after Feb. 6, 2018 from Nissan and/or Napleton Auto Werks of Indiana. c) all of the sale funds from all of the new motor vehicles purchased by New City Auto Group, Inc. d/b/a Prime Time Nissan of Schererville, before and after Feb. 6, 2018 from Nissan and/or Napleton Auto Werks of Indiana during the term of this Note, except those funds in excess of the vehicle’s purchase price paid to Nissan. Prior to the Petition Date, the Debtor obtained $1.1 million in financing from Steven R. Dobrofsky, who is one of the Debtor's shareholders and directors and thus an insider. The Debtor used the monies obtained from Seven R. Dobrofsky to purchase the assets of the dealership previously operating at the Debtor's current location, as Napleton Auto Werks of Indiana. To secure the financing provided by Steven R. Dobrofsky, Steven R. Dobrofsky filed a UCC-1 financing statement asserting a lien on: a) All of the assets of the Nissan Dealership, including but not limited to the dealership agreement with Nissan North America, and the assets transferred by the asset purchase agreement between Napleton Auto Werks of Indiana, Inc. and Michael Helmstetter by which the Debtor purchased its initial assets. Steven R. Dobrofsky's lien specifically excluded any automobiles on the Debtor's premises. Lease Corporation of America provided certain automotive equipment having an original value of $117,570 and filed a UCC-1 financing statement asserting a lien on that equipment. Valvoline owns certain equipment used by the Debtor in its service department. Prior to the Petition Date, the Debtor became embroiled in a dispute with Nissan North America concerning the Debtor's obligation under its dealership agreement with Nissan North America. As a result of the dispute, Nissan North America declared the Debtor in default of its obligations under that dealership agreement and declared that the dealership agreement was terminated. As a part of the proposed settlement with Nissan North America, the Debtor's dealership agreement will be terminated and the successful bidder, provided Nissan North America deems the successful bidder qualified, will enter into a new dealership agreement with Nissan North America. The Debtor agrees that if Nissan North America determines that a prospective purchaser is not qualified to be an approved purchaser, such purchaser cannot be a "Qualified Bidder" and the Debtor will not accept a purchase proposal or bid from that prospective purchaser. The Debtor has employed Michael Shanahan, an Indiana attorney whose practice includes the marketing, negotiating and effectuation of transactions such as the transaction proposed in the Motion, who will direct the marketing and sale of the Assets to a third-party subject to the approval of Nissan North America and the Court. The Debtor has received an initial bid for the Assets from LuPiant, who is the owner of several dealerships in the Midwest. LuPiant has submitted an offer to purchase the Assets free of any liens, pledges or other encumbrances. She is not yet qualified by Nissan North America as a Qualified Bidder, so the Debtor and LuPiant have not entered into an asset purchase agreement. LuPiant has submitted an initial bid under the following terms: a) Fixed Assets, Special Tools, Furniture and Fixtures: LuPiant would purchase all fixed assets, company owned vehicles, computers, software, catalog systems, and all special tools for $300,000. b) Goodwill and General Intangibles: LuPiant would purchase all signs, graphics, telephone numbers, customer lists, URL’s, websites, goodwill and intangibles for $1.3 million. c) New Cars: LuPiant would purchase all of the Debtor's new, undamaged and untitled 2018 and 2019 model year new vehicle inventory at dealer's net invoice for such vehicles, less any holdback, rebates, floor plan assistance, advertising allowance, dealer prep, curtailment allowances or similar credits paid or payable to the Debtor by Nissan North America. d) Used Cars: LuPiant would purchase select used vehicles at a mutually agreed upon price. LuPiant would not be obligated to buy any of the Debtor’s used vehicles, but LuPiant retains the right or first refusal on all used vehicles. e) Parts and Accessories: LuPiant would purchase all new, unused and undamaged, fully returnable parts and accessories that are currently listed in the parts book catalog, including all superseded parts that are under 12 months of age at the time of the purchase. The price for such parts will be equal to the current invoice price, less all available stock paid or other discounts. All other parts will remain the property of LuPiant. f) Real Estate Lease: LuPiant would assume the current real estate lease and release all current guarantees on said lease. The Debtor is in the midst of discussions with various other potential purchasers for the Assets. In order to facilitate the Sale process and maximize the value of the Assets through an opportunity for competitive bidding, the Debtor, in consultation with Michael Shanahan and its other advisors, has designed the bidding procedures and the APA for use in connection with a Sale. The salient terms of the Bidding Procedures are: a. Bid Deadline: 5:00 p.m. (CDT) on March 15, 2019 b. Initial Bid: The aggregate consideration proposed by each Bid must equal or exceed the sum of: i) (A) cash in an amount equal to the initial bid (as defined in the initial bidder's APA); plus (B) $75,000 in cash; or ii) an Approved Credit Bid in an amount equal to the Initial Overbid; or iii) a Bid composed of both cash and an Approved Credit Bid in an amount equal to the Initial Bid and (ii) the Senior Claims. c. Deposit: 15% of the cash component of its bid d. Auction: If two or more Qualified Bids are submitted, the Debtor intends to conduct the Auction with respect to the Assets. Subject to Court approval, the Auction will take place at 10:00 a.m. (CDT) on March 27, 2019 at the offices of Jordan & Zito LLC, 55 West Monroe Street, Suite 3600, Chicago, Illinois, or such later time or other place as the Debtor will select. e. Bid Increments: $75,000 The Bidding Procedures provide for any secured creditor interested in submitting a credit bid to file a notice of its intent to submit a credit bid by March 4, 2019. The Credit Bid Objection Deadline is March 18, 2019. The sale will be free and clear of lien, with such lien attaching to the net proceeds of the sale. The Debtor asks authority to assume and assign certain agreements and leases to the Successful Bidder or the Backup Bidder to the extent necessary. Not more than two business days following the conclusion of the Auction, the Debtor will file the Assignment Notice. At the Sale Hearing, the Debtor will request the entry of an order requesting authority to assume and assign the Designated Agreements subject to the actual closing of an applicable Sale transaction. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/New_City_220_Sales.pdf About New City Auto Group New City Auto Group, LLC, based in Schererville, IN, filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 18-21890) on July 16, 2018. In the petition signed by CEO Michael Helmstetter, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. James R. Ahler presides over the case. Gordon E. Gouveia II, Esq., at Fox Rothschild LLP, serves as bankruptcy counsel. NORTH EAST REALTY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: North East Realty LLC 1001 Durham Ave, Ste 205 South Plainfield, NJ 07080-2372 Business Description: North East Realty LLC owns and manages a commercial office building located at 1001 Durham Ave Ste 205, South Plainfield, NJ valued by the Debtor at $10 million. It is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: March 7, 2019 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 19-14682 Judge: Hon. Michael B. Kaplan Debtor's Counsel: Arthur R. Carmano, Jr., Esq. CARMANO LAW FIRM 55 West Main Street, 2nd. Fl. Freehold, NJ 07728 Tel: 732-761-0001 Fax: 732-761-0101 Email: oceanlifeguard@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Fernando Silva, authorized agent manager. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-14682.pdf NORTHWEST FARM: No Distribution for Unsecured Creditors Under Plan ------------------------------------------------------------------ Northwest Farm & Home Supply Co. filed with the U.S. Bankruptcy Court for the District of South Dakota a disclosure statement referring to a chapter 11 plan dated March 1, 2019. Since 1999, Debtor has been an independent and locally owned building center located in Northwest South Dakota, serving a three-state area (South Dakota, North Dakota, and Montana). Debtor constructs new homes, post-frame agricultural buildings, and many other structures as well. Additionally, Debtor offers a complete feed and farm and ranch department, along with a large retail store that includes lumber, hardware, paint, vet supplies, footwear and clothing. Under the Debtor's proposed plan, general unsecured claims are to be discharged, and no distribution is proposed for general unsecured claims. Debtor believes that general unsecured creditors will prefer to have the prospect of future business with the Reorganized Debtor, even with a discharge of prepetition claims, over liquidation of the Debtor and termination of its business operations. Payments and distributions under the plan will be funded by Debtor's continued operations. A copy of the Disclosure Statement dated March 1, 2019 is available at https://tinyurl.com/y44c5mgz from Pacermonitor.com at no charge. About Northwest Farms & Supply Northwest Farm & Supply Co. filed for chapter 11 bankruptcy protection (Bankr. D.S.D. Case No. 19-50031) on March 1, 2019, with estimated assets and liabilities of $1,000,001 to $10 million respectively. OAKSHIRE MUSHROOM: Cash Use Through May 25 Allowed on Final Basis ----------------------------------------------------------------- The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Oakshire Mushroom Farm, Inc., and Oakshire Mushroom Sales, LLC to use cash collateral and to perform their obligations under the Loan Documents, in accordance with, and subject to, the terms of the Final Order and the Approved Budget for the period through and including May 25, 2019. The Debtors are also authorized and directed to make payments to creditors holding valid claims under the Perishable Agricultural Commodities Act ("PACA") in accordance with the Budget. The Debtors may expend amounts up to a variance of 10% as to any line item of the Approved Budget for any week, provided that the aggregate expenditures for any week do not exceed 110% of the aggregate budgeted expenditures for such week and the aggregate expenditures for the entire period of time during which the Debtor is authorized to use Cash Collateral do not exceed 110% of the aggregate budgeted expenditures for such period. The Debtors acknowledge and agree that prior to the Petition Date, Shore United Bank made loans and other financial accommodations available to the Debtors and certain third parties. As of the Petition Date, the Debtors were jointly and severally indebted and liable to the Bank for all loans and other obligations evidenced by the Loan Documents in an aggregate amount of not less than $7,725,206, plus all fees, and expenses incurred by the Bank with respect thereto. The Debtors represent that they granted the Bank security interests in and first priority liens on substantially all of the Debtor's assets, and all proceeds and products of such assets. Shore United Bank has consented to the Debtors' use of Cash Collateral solely on the terms and conditions set forth in the Final Order, and in accordance with the Approved Budget. As adequate protection for Shore United Bank's interests in and to the Prepetition Collateral, the Debtors will make the adequate protection payments to the Bank included in the Approved Budget and the Bank is granted valid, binding, enforceable, and duly perfected first priority security interests in and liens upon all property and assets of the Debtor, to secure the Prepetition Obligations in an amount equal to the diminution, if any, subsequent to the Petition Date, in value of the Bank's interest in the Prepetition Collateral, whether by depreciation, use (including use of Cash Collateral to preserve or dispose of assets of the Debtors that do not constitute Prepetition Collateral, if any), sale, loss, decline in market price, preservation, imposition of the automatic stay, or otherwise. In the event that the Adequate Protection Liens provided in the Final Order prove inadequate, Shore United Bank will be deemed to have an allowed claim with priority over all administrative expenses of the kind specified in Sections 105, 326, 328, 330, 331, 503(b), 506(0), 507(a), 507(b), 546(0), 552, or 726 in an amount equal to the difference between the post-petition diminution in value of the Pre-Petition Collateral, including, without limitation, use of cash collateral under the Interim Order and the Final Order, and the value of the Adequate Protection Liens. In addition, the Final Order grants Argus Capital Funding, LLC, Fora Financial Advance, LLC and Kalamata Capital Group: (i) replacement liens in their respective prepetition collateral to the same extent, validity and priority of their respective prepetition liens, for the diminution in value of such creditor's prepetition liens in cash collateral caused by the Debtors' use and expenditure of cash collateral. A full-text copy of the Final Order is available at http://bankrupt.com/misc/paeb18-18446-79.pdf About Oakshire Mushroom Oakshire -- http://www.oakshire.com/-- has been a grower of specialty mushrooms since 1985. Its products include Portobello/Crimini Brown, Button/White, Shiitake, Specialty/Exotic - Oyster, Specialty/Exotic - Beech, Specialty/Exotic - Maitake and more Oakshire's offices are located in Kennett Square, Pennsylvania. Oakshire Mushroom Farm, Inc., and Oakshire Mushroom Sales, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case Nos. 18-18446 and 18-18447) on Dec. 28, 2018. At the time of the filing, each debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The cases are assigned to Judge Jean K. FitzSimon. Smith Kane Holman, LLC, is the Debtors' counsel. OMEROS CORP: D. E. Shaw Holds 5.1% Stake as of March 1 ------------------------------------------------------ D. E. Shaw & Co., L.P. and David E. Shaw disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of March 1, 2019, they beneficially own 2,488,108 shares of common stock of Omeros Corporation, which represents 5.1 percent of the shares outstanding. On Feb. 26, 2019, D. E. Shaw & Co., L.P. and David E. Shaw became the beneficial owners of more than 5% of the class of securities. On Feb. 28, 2019, the Reporting Persons ceased to be beneficial owners of more than 5% of the class of securities. On March 1, 2019, the Reporting Persons again became beneficial owners of more than 5% of the class of securities. David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. and the managing member of D. E. Shaw Investment Management, L.L.C., and by virtue of David E. Shaw's position as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 2,466,008 shares, and the shared power to dispose or direct the disposition of 2,488,108 shares, the 2,488,108 shares constituting 5.1% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of those shares. David E. Shaw disclaims beneficial ownership of such 2,488,108 shares. A full-text copy of the regulatory filing is available for free at: https://is.gd/Q2Vxgq About Omeros Corporation Omeros Corporation -- http://www.omeros.com/-- is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, complement-mediated diseases and disorders of the central nervous system. The Company's drug product OMIDRIA (phenylephrine and ketorolac intraocular solution) 1% / 0.3% is marketed for use during cataract surgery or intraocular lens (IOL) replacement to maintain pupil size by preventing intraoperative miosis (pupil constriction) and to reduce postoperative ocular pain. In the European Union, the European Commission has approved OMIDRIA for use in cataract surgery and other IOL replacement procedures to maintain mydriasis (pupil dilation), prevent miosis (pupil constriction), and to reduce postoperative eye pain. Omeros has multiple Phase 3 and Phase 2 clinical-stage development programs focused on: complement-associated thrombotic microangiopathies; complement-mediated glomerulonephropathies; Huntington's disease and cognitive impairment; and addictive and compulsive disorders. In addition, Omeros has a diverse group of preclinical programs and a proprietary G protein-coupled receptor (GPCR) platform through which it controls 54 new GPCR drug targets and corresponding compounds, a number of which are in pre-clinical development. The company also exclusively possesses a novel antibody-generating platform. The Company is headquartered in Seattle, Washington. Omeros reported a net loss of $126.75 million for the year ended Dec. 31, 2018, compared to a net loss of $53.48 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Omeros had $95.93 million in total assets, $37.35 million in total current liabilities, $1.57 million in lease obligation (net of current portion), $148.98 million in unsecured convertible senior notes, $8.17 million in deferred rent, and a total shareholders' deficit of $100.15 million. Ernst & Young LLP, in Seattle, Washington, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018 stating that the Company has suffered losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ORCHIDS PAPER: BML Investment Has 8.76% Stake as of Dec. 31 ----------------------------------------------------------- BML Investment Partners, L.P., disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2018, it beneficially owns 935,000 shares of common stock of Orchids Paper, which constitutes 8.76 percent of the shares outstanding. BML Investment Partners, L.P. is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC. The managing member of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly by BML Investment Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b)(1) of the Exchange Act. Braden Leonard reported beneficial ownership of 1,063,000 Common Shares of the Company as of Dec. 31, 2018. A full-text copy of the regulatory filing is available for free at: https://is.gd/N7VpiA About Orchids Paper Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. In its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2018, the Company stated: "The Company has been subject to adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these unaudited interim financial statements, including negative financial trends, specifically operating losses, working capital deficiency, and other adverse key financial ratios; the Company's covenant defaults under the Credit Agreement; and its inability to meet the requirements established by the milestone dates. Additionally, the impacts of unfavorable industry conditions and significant debt service requirements on the Company's financial position, results of operations, and cash flows give rise to substantial doubt about the Company's ability to pay its obligations as they come due. In consideration of the substantial amount of long-term debt outstanding ... and the aforementioned unfavorable industry conditions and covenant defaults which required waivers or amendments to cure, the Company has engaged advisors to assist with the evaluation, negotiation, and consummation of strategic alternatives, which may include, but are not limited, seeking a restructuring, amendment or refinancing of existing debt through a private restructuring, a sale of a portion or all of the Company or its assets, or reorganization under Chapter 11 of the Bankruptcy Code. However, there can be no assurances that the Company will be able to successfully restructure its indebtedness, improve its financial position or complete any strategic transactions. As a result of these uncertainties and the likelihood of a restructuring or reorganization, management has concluded that there is substantial doubt regarding the Company's ability to continue as a going concern. "The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain." On Nov. 20, 2018, the Company executed modifications to its credit facilities to increase the amount available under its revolving line of credit by $5.9 million and to defer future principal and interest payments to Dec. 31, 2018. In addition, the amended agreement extends the milestone dates to execute a transaction to Dec. 31, 2018. PAYLESS HOLDINGS: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------ Payless Holdings LLC and its debtor affiliates seek authorization from the U.S. Bankruptcy Court for the Eastern District of Missouri to use cash collateral in the ordinary course of business to procure goods and services from vendors, pay their employees, and satisfy other working capital needs. Payless, Inc., Payless Finance, Inc., Payless ShoeSource, Inc. and Payless ShoeSource Distribution, Inc., as borrowers, the other Debtors party thereto as guarantors, Wells Fargo Bank, National Association (in its capacity as collateral agent and administrative agent), Wells Fargo (in its capacity as FILO agent), and the lenders party thereto from time to time are parties to that certain Credit Agreement ("Prepetition ABL Facility"). As of the Petition Date, an aggregate balance of approximately $159,274,111 million remains outstanding under the Prepetition ABL Facility as well as $35,820,933 million in Standby Letters of Credit, secured by a first priority lien over certain of the Debtors' assets including, among other things and subject to certain limitations, accounts, cash, inventory, and real property. The Prepetition ABL Facility is also secured by a junior lien on the remaining assets of the Debtors including, among other things and subject to certain limitations, equipment and intellectual property. Due to the Debtors' diminishing liquidity, the Debtors were required to enter into cash dominion with the Prepetition ABL Agent, pursuant to which the Debtors agreed to cause all funds held in certain of their deposit accounts, subject to any nominal minimum balances required, to be swept daily into an account under the dominion and control of Wells Fargo (the "Concentration Account"), and cause the proceeds of all collections and balances of all other deposit accounts, subject to any nominal minimum balances required, to also be swept daily into the Concentration Account. Payless, Inc., Payless Finance, Inc., Payless ShoeSource, Inc., and Payless ShoeSource Distribution, Inc. as borrowers, the other Debtors party thereto as guarantors, Cortland Products Corp., as administrative and collateral agent, and the lenders party thereto from time to time are also parties to that certain Term Loan and Guarantee Agreement. The Prepetition Term Loan Agreement originally provided for $280 million of term loans secured by a first priority lien on the Prepetition Term Priority Collateral and a second priority lien on the Prepetition ABL Priority Collateral. An aggregate principal amount of $277.2 million is outstanding as of the Petition Date under the Prepetition Term Loan Facility. The Debtors propose to provide the Prepetition Credit Parties with four primary forms of adequate protection: (1) The Debtors will provide adequate protection liens to the Prepetition ABL Administrative Agent, for the benefit of themselves and the other Prepetition ABL Credit Parties, and the Prepetition Term Loan Agent, for the benefit of the other Prepetition Term Loan Credit Parties, to the extent of any diminution in value of their interests in the Prepetition Collateral, including Cash Collateral, subject to the Carve Out and in accordance with the Interim Order. (2) The Debtors will grant allowed superpriority administrative claims against the Debtors now existing or hereafter arising in the Cases (subject only to the Carve Out) pursuant to sections 503(b) and 507(b) of the Bankruptcy Code, which administrative claim shall have recourse to and be payable from all postpetition property of the Debtors including, without limitation, subject to entry of the Final Order, the proceeds of any avoidance actions. (3) The Debtors will pay the reasonable and documented fees and expenses incurred by the Prepetition ABL Agents, Prepetition Term Loan Agent and certain Prepetition Term Lenders to the extent provided in the Prepetition Documents. In addition, the Debtors will provide the following reporting to the Prepetition Agents, as applicable: (i) a weekly Budget Variance Report; (ii) a weekly Expense Report, a report listing any accrued but unpaid amounts permitted under and included in prior weeks' Expense Reports, and a report setting forth all sales for the such week; (iii) a weekly rolling updated cash flow forecast and budget through May 31, 2019; (iv) Financial information and pleadings filed with the Court simultaneously with such filing; (v) a weekly report showing the most recent weekly reconciliation completed in accordance with the Liquidation Consulting Agreement; (vi) a weekly preparation of all other financial information and reports prepared by the Debtors in the ordinary course of their business and specifically requested by the Prepetition Agents; (vii) any and all reports or notices received by the Debtors from the Liquidation Consultant in accordance with the Liquidation Consulting Agreement; and (viii) all other reports and financial information required to be provided to the Prepetition Agents by the Prepetition Documents or historically provided to the Prepetition Agents. (4) The Prepetition ABL Administrative Agent may (i) transfer from the Concentration Account to the Debtors' operating account at the Prepetition ABL Administrative Agent an amount equal to the sum of the amount set forth in the Expense Report or otherwise approved by the Prepetition ABL Agents in their sole discretion ("Weekly Budget Payments"), plus an amount necessary to maintain up to $2,500,000 after giving effect to any checks issued in accordance with the Budget for prior weeks which have yet to clear plus any accrued but unpaid amounts permitted under and included in prior weeks' Expense Reports as determined by the reports delivered pursuant to paragraph 12(b) of the Interim Order; and (ii) to transfer on a weekly basis all amounts remaining, if any, in the Concentration Account in excess of the sum of the applicable Weekly Budget Payments and Weekly Transfers ("U.S. Excess Proceeds") to the Prepetition ABL Administrative Agent to be applied in accordance with the terms of the Prepetition ABL Credit Documents until the ABL Obligations have been indefeasibly paid in full in cash. A full-text copy of the Debtors' Motion is available at http://bankrupt.com/misc/mowb19-40883-61.pdf About Payless Holdings Founded in 1956 in Topeka, Kansas, Payless -- https://www.payless.com/ -- is an American footwear retailer selling shoes and accessories for women, men, girls, and boys. Payless has 3,400 stores in more than 40 countries. Payless operates through its three business segments (North America, Latin America, and franchise stores), producing approximately 110 million pairs of shoes per year across the world. Payless also operates an e-commerce business through which it sells goods online at www.payless.com and Amazon. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings LLC and twenty-seven affiliates have voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 19-40883), on Feb. 18, 2019. Certain Payless Canadian subsidiaries ("Payless Canada") will also be seeking protection pursuant to the Companies' Creditors Arrangement Act (the "CCAA") in the Ontario Superior Court of Justice (Commercial List) ("Canadian Court"). In the petition signed by CRO Stephen Marotta, the Debtor estimated under $1 billion in assets and liabilities. The case is assigned to Judge Kathy A. Surratt-States. The Debtors tapped Kin Gump Strauss Hauer & Feld LLP serves as the Debtors' bankruptcy counsel; Armstrong Teasdale, LLP, as co-counsel; Cassels Brock & Blackwell LLP, as CCAA proceedings counsel. The Debtors also tapped Seward & Kissel LLP, as independent managers; Ankura Consulting Group, LLC, as restructuring advisor; PJ Solomon, L.P., as financial advisor and investment banker; Prime Clerk LLC as notice, claims, and balloting agent; Reevemark, LLC, as communications consultant; Malfitano Advisors, LLC, as liquidation advisors; and Great American Group, LLC and Tiger Capital Group, LLC, as liquidation agents. PENINSULA RESEARCH: Bank Wants to Terminate Cash Collateral Use --------------------------------------------------------------- Pacific Western Bank, successor by merger to Square 1 Bank, requests that the U.S. Bankruptcy Court for the Middle District of Florida to immediately terminate Peninsula Research Ormond Beach LLC's right to use cash collateral and prohibit further use of cash collateral. The Debtor is utilizing Pacific Western Bank's cash collateral pursuant to the Second Agreed Interim Order Authorizing, in part, Use of Cash Collateral. As set forth in the Cash Collateral Order, the Debtor is an obligor to Pacific Western Bank pursuant to two notes and security agreements. The Debtor stipulated and acknowledged that, as of the petition date, it owed Pacific Western Bank at least $530,657 and $638,587 on the two loans, respectively. The Debtor further acknowledged that Pacific Western Bank has a valid, perfected, enforceable, unavoidable, first priority lien on all of Debtor's property, including cash collateral. Finally, the Debtor is required to make monthly adequate protection payments to Pacific Western Bank in the amount of $2,250, with payments due on the 15th of each month. However, the Debtor has not made the required monthly adequate protection payments for January or February, 2019, which were due on Jan. 15, 2019 and Feb. 15, 2019, respectively. Accordingly, Debtor is in default of the Cash Collateral Order. Pacific Western Bank's counsel has made numerous attempts to address the issue with Debtor's counsel, and has provided timely and proper notice of the default. But the issues have been unaddressed and the default remains uncured. Pacific Western Bank does not consent to the continued use of its cash collateral and is not adequately protected under 11 U.S.C. Section 361. Pacific Western therefore seeks the termination of the Debtor's right to use cash collateral, the future prohibition of Debtor's use of cash collateral, and relief from the automatic stay. The Court previously set a continued cash collateral hearing for March 13, 2019, but Pacific Western Bank requests an emergency hearing prior to that date in light of Debtor's failure to make required adequate protection payments for two consecutive months. About Peninsula Research Ormond Beach Peninsula Research Ormond Beach, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04498) on July 27, 2018. In the petition signed by Angel Ribo, CEO and president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor is represented by the Law Offices of Scott W. Spradley, P.A. PENINSULA RESEARCH: Pacific Western Seeks to Lift Automatic Stay ---------------------------------------------------------------- Peninsula Research Ormond Beach, LLC is a tenant in the real property located at 305 Clyde Morris Blvd., Suite 220, Ormond Beach, Florida, and Pacific Western asks the U.S. Bankruptcy Court for the Middle District of Florida for a determination regarding whether the automatic stay applies to said real property owned by a non-Debtor, Ribo Research Holdings, LLC, and, if so, seeks relief from the automatic stay so that it may utilize its contractual right to foreclose on the Property. Pacific Western Bank also seeks to foreclose out the lease. Ribo Holdings is the sole owner of the Property. Prior to Petition Date, Pacific Western Bank loaned $680,000 to Ribo Holdings, and the Debtor is a co-obligor on the Loan. In connection with the loan, Ribo Holdings executed and delivered a Purchase Money First Mortgage to Pacific Western Bank, and granted Pacific Western a lien and security interest in the Property. Ribo Holdings also executed and delivered an Assignment of Leases and Rents to Pacific Western. On Sept. 26, 2018, Pacific Western Bank filed a Verified Complaint against Ribo Holdings, Angel Ribo, and Carol Ribo, in the Circuit Court of the Seventh Judicial Circuit in and for Volusia County, Florida, seeking to foreclose on the Mortgage. Ribo Holdings has not filed for bankruptcy and the Debtor does not have an ownership interest in the Property and the Property is not part of the bankruptcy estate. Therefore, Pacific Western Bank asserts the automatic stay should not apply to the state court proceedings against Ribo Holdings and the Property. Since the Debtor is apparently a tenant on the Property, Pacific Western Bank, therefore, seeks to add Debtor as a defendant in the Lawsuit in an in rem capacity only as it may claim some interest in the Property as a tenant. Pacific Western Bank argues that the automatic stay should be lifted as cause exists under 11 U.S.C. Section 362(d), to wit: (A) It is clear that Debtor has not been paying rent on the Property since at least the Petition Date. According to Debtor's November 2018 Monthly Operating Report, the Debtor is delinquent in its post-petition rent on the Property since August, with rent payments past due for August through November in the total amount of $34,028.92. Further, the Debtor owes Ribo Holdings an additional $15,307.32 in pre-petition rent. Those rent payments should flow to Pacific Western Bank due to the assignment of rents clause. (B) The Leases have been rejected under 11 U.S.C. Section 365(d)(4). The Leases are for nonresidential real property under which the Debtor is the lessee. Accordingly, Debtor had 120 days from the Petition Date, or Nov. 24, 2018, to assume the lease. However, the Debtor did not do so, nor did the Debtor timely file a motion to extend the 120 day period. The Leases are therefore deemed rejected and the Property must be immediately surrendered. Additionally, the Debtor has not provided its Court-ordered adequate protection payments to Pacific Western Bank for the past two months, in the amount of $4,500, and is therefore in default of its direct obligations to Pacific Western Bank. Since the Debtor is not an owner of the Property, Pacific Western Bank asserts that the Debtor does not have any equity in it, and the Property is not necessary for Debtor's effective reorganization. About Peninsula Research Ormond Beach Peninsula Research Ormond Beach, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04498) on July 27, 2018. In the petition signed by Angel Ribo, CEO and president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor is represented by the Law Offices of Scott W. Spradley, P.A. PERKINS TIMBER: Case Summary & 16 Unsecured Creditors ----------------------------------------------------- Debtor: Perkins Timber Harvesting, LLC 202 E. Fulton Ave. Williams, AZ 86046 Business Description: Founded in 1966, Perkins Timber Harvesting, -- https://www.perkinstimberharvesting.com -- is family business that offers large scale mechanical timber harvesting, fire prevention thinning, and chipping operations. Perkins Timber is headquartered in Williams, Arizona. Chapter 11 Petition Date: March 8, 2019 Court: United States Bankruptcy Court District of Arizona (Prescott) Case No.: 19-02519 Debtor's Counsel: Aubrey Laine Thomas, Esq. DAVIS MILES MCGUIRE GARDNER, PLLC 40 E. Rio Salado Parkway, Suite 425 Tempe, AZ 85281 Tel: 928-779-1173 (480)733-6800 Fax: 877-715-7366 Email: athomas@davismiles.com azbankruptcy@davismiles.com Total Assets: $2,530,206 Total Liabilities: $2,215,954 The petition was signed by James Perkins, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at: http://bankrupt.com/misc/azb19-02519.pdf REAL CARE: New Plan Adds Information on Limitation of Liability --------------------------------------------------------------- Real Care, Inc., filed a disclosure statement in connection with its proposed first amended chapter 11 plan of reorganization. This latest filing adds information with regard to the limitation of liability in connection with the plan. It provides that none of the Debtor, the Ombudsman, and any of their current or former agents, representatives, directors, officers, members, managers, attorneys, accountants, financial advisors or other professionals, solely in such capacities will have or incur any liability to any former or current holder of any Claim for any pre-petition or post-petition act or omission in connection with, or arising out of the Debtor’s restructuring, including without limitation, the negotiation and execution of the Plan, the solicitation of votes for and the pursuit of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, including, without limitation, all documents ancillary thereto, all decisions, actions, inactions, and alleged negligence or misconduct relating thereto, and all pre-petition and post-petition activities taken or omitted in connection with the Plan or the restructuring of the Debtor, except for liability based on fraud, gross negligence, or willful misconduct, each as determined by a Final Order. The Exculpated Parties will be entitled to rely upon the advice of counsel respecting their duties and responsibilities under the Plan; provided, however, solely to the extent that it would contravene Rule 1.8(h)(1) of the New York Rules of Professional Conduct or any similar ethical rule of another jurisdiction, if binding on any attorney for any of the Exculpated Parties, no attorney of any Exculpated Parties shall be released by the Debtor or the Reorganized Debtor. Additionally, the Plan will not release or exculpate any person or entity from any Claim or Cause of Action existing as of the Effective Date (i) based on the Internal Revenue Code or other domestic state, city or municipal tax code; (ii) based on the environmental laws of the United States or any domestic state, city or municipality; (iii) based on any criminal laws of the United States or any domestic state, city or municipality; (iv) based on the Securities Exchange Act of 1934, as now in effect or hereafter amended, the Securities Act of 1933, as now in effect or hereafter amended, or other securities laws of the United States or any domestic state, city, or municipality. A redlined copy of the Disclosure Statement dated March 1, 2019 is available at https://tinyurl.com/y4ufm8ao from Pacermonitor.com. About Real Care Real Care, Inc. is a New York corporation formed in 2003, which operates a home care service agency providing home care nurses and health aides to eligible clients including homebound, disabled and elderly people. Real Care filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-46146) on Oct. 25, 2018, and is represented by Douglas J. Pick, Esq., in New York. In the petition signed by Igor Galper, president, the Debtor disclosed $804,263 in total assets and $3,303,530 in total liabilities. The Debtor tapped Farrell Fritz, P.C., as counsel, and Mestechkin Law Group P.C., as special litigation counsel. The U.S. trustee for Region 2 appointed Eric M. Huebscher as patient care ombudsman in the Debtor's Chapter 11 case. REEL AMUSEMENTS: April 9 Plan Confirmation Hearing -------------------------------------------------- The Disclosure Statement explaining Reel Amusements, LLC's Chapter 11 Plan is approved. The hearing on confirmation of the Debtor's Chapter 11 Plan of Reorganization shall be held on 9th day April, 2019 at 9:00 a.m., in Courtroom 3, Second Floor, Customs House, 701 Broadway, Nashville, Tennessee 37203. April 1, 2019 is fixed as the last day for filing and serving written objections to confirmation. A copy of the First Amended Disclosure Statement is available at https://is.gd/XgQUyb from Pacermonitor.com at no charge. About Reel Amusements Reel Amusements has been a growing business for over 20 years and continues to be one of the leaders in the amusement industry. Reel Amusements LLC filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ten. Case no. 18-05883) on Aug. 31, 2018. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Denis Graham (Gray) Waldron at Niarhos & Waldron, PLC, is the Debtor's counsel. REGENCY PARK: April 10 Hearing on R. Singh's Proposed Plan Outline ------------------------------------------------------------------ Bankruptcy Judge Paul Sala will convene a hearing on April 10, 2019 at 9:00 a.m to consider approval of equity security holder Ranjit Singh's disclosure statement explaining his chapter 11 plan for Regency Park Capital 2011, Inc. Written objections to the approval of the disclosure statement must be filed by April 3, 2019. The Troubled Company Reporter previously reported that Singh filed a second modification to his proposed second amended plan. The modifications include: -- The Offer to purchase is for $3,207,000 US. -- Seacoast Commerce Bank is the "Lender." -- This transaction can be closed within 90 days of all documents needed being signed. A copy of Singh's Modification to the Second Amended Plan is available at https://is.gd/jfzUPx from Pacermononitor.com at no charge. About Regency Park Capital Regency Park Capital 2011, Inc., dba Super 7 Goodyear operates a Super 8 Motel consisting of Real Property and Personal Property located at 840 N. Dysart Road in Goodyear, Arizona. The Motel, consisting of approximately ninety rooms, was purchased in 2011. The Debtor was formed in 2011 to own and operate the Motel. According to an Annual Report filed on Jan. 5, 2016, Mrs. Singh is the Debtor's sole officer and director. The Singhs are currently involved in divorce proceedings in British Columbia, Canada. The Debtor operates under a franchise agreement with Super 8 Worldwide, Inc., and is subject to review by the franchisor to determine if it is in compliance with the standards demanded by the franchisor. According to the Debtor, the Debtor remains in good standing with Super 8. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-15280). RENNOVA HEALTH: Completes Purchase of Jellico Hospital for $658K ---------------------------------------------------------------- Rennova Health, Inc., has completed the acquisition of its third hospital by closing on the previously reported Asset Purchase Agreement to acquire a fifty-four bed acute care hospital, based in Jellico, Tennessee and CarePlus Center in Williamsburg, Kentucky for approximately $658,000. The hospital, known as Jellico Community Hospital, and the CarePlus Center were acquired from Jellico Community Hospital, Inc. and CarePlus Rural Health Clinic, LLC respectively. Due diligence, legal and other costs associated with the acquisition are estimated to be approximately $250,000 meaning the total cost of acquisition to the Company is approximately $908,000. Jellico Community Hospital is a fully operational 54-bed acute care facility that offers comprehensive services, including diagnostic imaging, radiology, surgery (general, gynecological and vascular), nuclear medicine, wound care and hyperbaric medicine, intensive care, emergency care, and physical therapy. The CarePlus Center offers sophisticated testing capabilities and compassionate care, all in a modern, patient-friendly, environment. Services include Diagnostic Imaging Services, X-ray, Mammography, Bone Densitometry, Computed Tomography (CT), Ultrasound, Physical Therapy and Laboratory Services on a walk-in basis. Annual net revenues in recent years have been approximately $12 million with government payers including Medicare and Medicaid accounting for in excess of 70% of the payor mix. Rennova does not expect that payor mix to change significantly in the near future. "We are delighted to close this acquisition and believe the purchase price once again demonstrates our ability to purchase operating assets at a fair and favorable price," said Seamus Lagan, CEO of Rennova. "This acquisition is expected to add approximately $12 million per annum in collectable net revenue and means we now own three hospitals and two physicians' offices, providing needed services to their respective communities, within 100 miles of each other. We believe we can grow the combined revenues to in excess of $50 million and believe we will benefit and profit from synergies in management and provision of services between the facilities." About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates three rural hospitals in Tennessee and provides diagnostics and supportive software solutions to healthcare providers. Through an ever-expanding group of strategic brands that work in unison to empower customers, the Company is creating the next generation of healthcare. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $19.43 million in total assets, $39.76 million in total liabilities, $5.83 million in redeemable preferred stock I-1, $3.96 million in redeemable preferred stock I-2, and a total stockholders' deficit of $30.13 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. These conditions raise substantial doubt about the company's ability to continue as a going concern. RESOLUTE ENERGY: John Goff No Longer Owns Common Shares ------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, John C. Goff reported that as of March 1, 2019, he has ceased to beneficially own any shares of common stock of Resolute Energy Corporation. As disclosed in Resolute Energy's Current Report on Form 8-K filed on Nov. 19, 2018, pursuant to the terms of the Agreement and Plan of Merger the Issuer entered into on Nov. 19, 2018, Resolute Energy became a wholly-owned subsidiary of Cimarex Energy Co. on March 1, 2019. In connection with the consummation of the Merger Agreement, Cimarex and the Issuer notified the New York Stock Exchange that each issued and outstanding Share of the Issuer was exchanged for Shares of Cimarex or cash. On March 1, 2019, in accordance with the Agreement and Plan of Merger entered into between the Issuer and Cimarex Energy Co., CR Sub 1 Inc. and Cimarex Resolute LLC as of Nov. 18, 2018, at the effective time of the Merger, the Reporting Person's Shares of the Issuer were converted into the right to receive an amount in cash, without interest, equal to $35.00 and validly issued, fully paid and non-assessable shares of common stock of Cimarex, par value $0.01 per share, at the option of the Reporting Person and subject to certain conditions provided for in the Merger Agreement, such as the proration procedures. On March 1, 2019, the closing price of the Purchaser Shares was $73.08. A full-text copy of the regulatory filing is available for free at: https://is.gd/4WF8c6 Cimarex Resolute LLC Denver-based Cimarex, formerly known as Resolute Energy, is an independent oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the U.S. For more information, visit https://www.cimarex.com. The Company's common stock is traded on the NYSE under the ticker symbol "XEC." Resolute incurred a net loss available to common shareholders of $7.70 million in 2017, following a net loss available to common shareholders of $161.7 million in 2016. As of Sept. 30, 2018, the Company had $897.8 million in total assets, $992.6 million in total liabilities and a total stockholders' deficit of $94.84 million. RXSPORT CORP: U.S. Trustee Forms 4-Member Committee --------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on March 6 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of RxSport Corp. The committee members are: (1) 1. Custom Electrical, LLC 2412 Ridge Road, Elverson, PA 19520 Attn: David Groh Phone: (484) 645-1172 Email: Custom.daveg@gmail.com; (2) Kaplan, Stewart c/o Neil A. Stein, Esq. 910 Harvest Drive, Suite 200 P.O. Box 3027 Blue Bell, PA 19422 Phone: (610) 941-2469 Email nstein@kaplaw.com; (3) Bochetto & Lentz, P.C. 1524 Locust Street Philadelphia, PA 19102 Attn: Jeffrey W. Ogren Phone: (215) 735-3900 Fax: (215) 735-2455 Email: JOgren@bochettoandlentz.com; (4) Brett Mandel 2303 Lombard Street Philadelphia, PA 19146 Phone: (215) 3804120 Email: brett@libertynet.org Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About RxSport Corp. RxSport Corp. is a manufacturer of Chandler baseball bats in Norristown, Pennsylvania. Chandler bats are made out of two types of wood: maple and ash. RxSport Corp. filed a Chapter 11 petition (Bankr. E.D. Penn. Case No. 19-10187) on January 10, 2019. In the petition was signed by David Chandler, president, the Debtor estimated $1 million to $10 million in assets and liabilities. David B. Smith, Esq. at Smith Kane Holman, LLC represents the Debtor as counsel. S&F MEAT: SIGNAPAY of NY Buying Assets for $950K ------------------------------------------------ S&F Meat Corp. asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of its interests in its trade fixture, shopping carts, aisle markers, store models, shelving’ display racks, HVAC and refrigeration equipment, cash registers, credit card processing hardware and all other furnishings and equipment including, but not limited to, commercial freezers, commercial refrigerators, a refrigerated 5-shelf meat case, dairy cases, and refrigerated produce boxes; inventory; contracts, records, files and other information related thereto; goodwill of the business; telephone numbers, fax numbers, social media handles and websites; intellectual property and general intangibles, to SIGNAPAY of NY, LLC or its designated assignee for $950,000, pursuant to their Asset Purchase Agreement, subject to overbid. The Debtor owns or has interests in the Assets. It is a tenant under that certain Lease Agreement dated as of Sept. 16, 2010 for commercial real estate by and between Debtor and Erie Plaza Philadelphia, LLC. The Lease pertains to certain non-residential real property consisting of 10,500 square feet located at 3758 L Street, Philadelphia, Pennsylvania, also known as 1240 E Erie Avenue, Philadelphia, Pennsylvania 19124. The initial term of the Lease is for 10 years. The Debtor has two 10-year extension period options, provided that the Debtor is not in default at the time notice to exercise the extension(s) is required. The Debtor proposes to sell the Assets and to assign the Lease to the Buyer for $950,000. The closing on any sale of the Assets and the assignment of the Lease will occur at the Sale Hearing. The Debtor asks an order to be entered immediately following the Sale Hearing, approving the sale of the Assets free and clear of liens, claims, encumbrances and interests, and authorizing the assumption and assignment of the Lease. It asks a waiver of the stay as provided under Rule 6004(h) and Rule 6006(d) to allow for a closing within the 14-day period referenced in those respective Bankruptcy Rules. In the event the Bankruptcy Court directs the instant sale to be subject to higher and better offers and/or establishes an auction or bidding procedures with respect to the sale of Assets and assignment of Lease, the parties agree to use best efforts to obtain approval of "stalking horse" bid protections for the Buyer, including but not limited to a "break-up fee," on mutually agreeable terms. Per the Court's instructions, the Debtor requests that an expedited hearing be scheduled on the Motion on Feb. 28, 2019 at 10:00 a.m. and that the notice period be reduced accordingly, if required. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/S&F_Meat_279_Sales.pdf About S&F Meat Corp. S&F Meat Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-14687) on July 10, 2017. In the petition signed by Yleana Rodriguez, the Company's president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Ashely M. Chan oversees the case. The Debtor tapped Smith Kane as its bankruptcy counsel, Bochetto & Lentz, P.C., as special counsel, and Wm. F. Comly & Sons, Inc. as appraiser. SAN JUAN ICE: Payment to Unsecureds Raised to 25% Under Latest Plan ------------------------------------------------------------------- San Juan Ice, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a small business amended disclosure statement describing its proposed chapter 11 plan, which modifies the treatment of general unsecured creditors. Under the latest plan, general unsecured creditors will be paid 25% over a period of 10 years after priority claims are paid. The initial plan proposed to pay these creditors only 7%. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/y3elwlg6 from Pacermonitor.com. About San Juan Ice, Inc. San Juan Ice Inc., based in San Juan, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-01784) on April 3, 2018. In the petition signed by Ramiro Rodriguez Pena, president, the Debtor disclosed $580,495 in assets and $1.17 million in liabilities. The Hon. Mildred Caban Flores presides over the case. Robert Millan, Esq., at Millan Law Offices, serves as bankruptcy counsel. SCHAEFER AMBULANCE: Seeks Authorization to Use Cash Collateral -------------------------------------------------------------- Schaefer Ambulance Services, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to use cash collateral in the ordinary course of its business. As set forth in the Budget, the Debtor requires cash primarily for three purposes: (1) payroll and benefits, (2) gas and ambulance expenses, and (3) rent, however, the Budget provides the detailed and projected income and expenses. The Budget sets forth the Debtor’s anticipated cash needs through May 19, 2019. The Debtor further requests that it be permitted to have the flexibility to increase expenditures by up to 20% for any particular line item in the Budget, and 15% in the aggregate. Under this structure, the Debtor will have the flexibility to operate its business without disruption. Because certain of the Debtor's assets are alleged to be encumbered by security interests asserted by: (i) Cathay Bank, (ii) TCF National Bank, and (iii) the J. Walter Schaefer Testamentary Trust dated October 29, 1981, the Debtor may not be able to operate in Chapter 11 unless it is authorized to use its cash collateral. Accordingly, the Debtor requires an order from the Court authorizing the use of cash collateral on an interim basis pending a final hearing so that the Debtor can pay immediate critical expenses pending the final hearing. The Debtor's primary secured lender is Cathay Bank, which is the holder of six outstanding loans and lines of credit from the Debtor. The total outstanding debt owing to Cathay Bank as of the Petition Date is approximately $4,577,450. In addition to certain vehicles and equipment financed by Cathay Bank, the Debtor leases a number of ambulance units under operating leases with TCF National Bank. As of the Petition Date, the Debtor leases 24 vehicles from TCF and makes monthly lease payments in the sum of approximately $55,000. The Debtor's obligations under these lease agreements are fully secured by the corresponding vehicles, and each lease provides optional buyout terms at the expiration of the lease period -- which will expire at various times through 2024 . Due to the increasing strain on the Debtor's financial position, the Debtor was forced to borrow money from the J. Walter Schaefer Testamentary Trust (in addition to the cessation of rent payments owing to the Trust) in order to make ends meet each month and sustain its operations. As of the Petition Date, the Debtor has drawn down on the two secured lines of credit in the approximate amount of $847,705, with such funds being used for general operating and bankruptcy preparation expenses. The Debtor commenced this case with an aggregate of $132,893 of cash on hand and project that through May 19, 2019, it will have increased its cash to $234,985, primarily as the result of efficient cost-cutting measures, focused collections efforts and the sale of assets. Accordingly, there will be no diminution of cash collateral over the proposed period during which the Debtor will use cash collateral. Even if there were some diminution, however, the alleged claims of the Secured Creditors are estimated at approximately $5.3 million. The Debtor may dispute some of these claims, but even if these claims were valid, the value of the Debtor's assets subject to the Secured Creditors’ liens far exceed these claims by more than $4.3 million, or greater than 80%. Hence, the Secured Creditors are more than adequately protected by a significant equity cushion. The Debtor also will grant the Secured Creditors a replacement lien, to the extent of any diminution in the value of their interests, on all post-petition property of the same type and character as the property to which their respective prepetition valid, perfected and unavoidable liens extended, subject to all claims, objections, defenses and counterclaims. Lastly, the Secured Creditors will be adequately protected for the Debtor's use of its cash collateral through ongoing principal and/or interest payments. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/cacb19-11809-13.pdf About Schaefer Ambulance Services Schaefer Ambulance Services, Inc. -- http://www.schaeferamb.com/-- is an emergency medical services provider specializing in basic life support; paramedic; critical care; neonatal; event standbys; and other specialized medical services. The Company offers ground transport for hospitals, urgent care centers, convalescent homes, physicians, insurance companies, fire departments and private/public events. Schaefer Ambulance was founded by Walter Schaefer in 1932. Schaefer Ambulance Services, Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11809), on Feb. 20, 2019. The petition was signed by Leslie Maureen McNeal, treasurer. The case is assigned to Judge Neil W. Bason. The Debtor is represented by Craig G. Margulies, Esq. at Margulies Faith LLP. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. SEMLER SCIENTIFIC: Posts $5 Million Net Income in 2018 ------------------------------------------------------ Semler Scientific, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting net income of $5.01 million on $21.49 million of revenues for the year ended Dec. 31, 2018, compared to a net loss of $1.51 million on $12.45 million of revenues for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Semler Scientific had $7.71 million in total assets, $3.51 million in total current liabilities, $11,000 in total long-term liabilities, and $4.19 million in total stockholders' equity. Liquidity and Capital Resources The Company had cash of $3,284,000 at Dec. 31, 2018 compared to cash of $1,457,000 at Dec. 31, 2017, and total current liabilities of $3,512,000 at Dec. 31, 2018 compared to $5,140,000 at Dec. 31, 2017. As of Dec. 31, 2018, the Company had working capital of approximately $2,726,000. Operating activities The Company generated $4,697,000 of net cash from operating activities for the year ended Dec. 31, 2018 compared to $621,000 of net cash in operating activities for the year ended Dec. 31, 2017. The improvement was primarily due to changes in net income, as well as both non-cash adjustments and operating assets and liabilities, which occurred due to growth in the Company's business, which affected depreciation, accrued expenses, accounts payable and trade accounts receivable. The Company also modified the terms of two outstanding notes in May 2017, which resulted in accretion of non-cash interest and loss on extinguishment of debt. The Company generated $621,000 of net cash from operating activities for the year ended Dec. 31, 2017. Non-cash adjustments to reconcile net loss to net cash operating activities were $1,950,000 in the year ended Dec. 31, 2017. These non-cash adjustments primarily reflect depreciation of $559,000, stock-based compensation expense of $343,000, loss on impairment of fixed assets of $251,000, loss on disposal of assets for lease of $247,000, loss on extinguishment of debt of $179,000, accretion of non-cash interest of $174,000, amortization of debt discount of $156,000, and allowance for doubtful accounts of $41,000. Changes in operating assets and liabilities provided $181,000 of net cash. These changes in operating assets and liabilities included changes in accrued expenses of $624,000, accounts payable of $38,000, and deferred revenue of $16,000, partially offset by cash used by trade accounts receivable of $479,000 and prepaid expenses of $18,000. Investing activities The Company used $843,000 of net cash in investing activities for the year ended Dec. 31, 2018, primarily attributable to purchase of assets for lease of $706,000 and additions to property and equipment of $137,000, to support its growing business. The Company used $968,000 of net cash in investing activities for the year ended Dec. 31, 2017, primarily attributable to purchase of assets for lease of $924,000 and additions to property and equipment of $44,000, to support its growing business. Financing activities The Company used $2,027,000 of net cash from financing activities during the year ended Dec. 31, 2018, primarily due to cash used in payments of loans payable of $2,897,000, partially offset by proceeds from issuance of common stock of $870,000 (including $456,000 from exercise of stock options and $414,000 from exercise of warrants. The Company generated $1,182,000 of net cash from financing activities during the year ended Dec. 31, 2017, primarily due to proceeds from issuance of common stock of $1,214,000 (including $633,000 from exercise of warrants, $475,000 from issuance of common stock, and $106,000 from exercise of stock options) and proceeds from loans payable of $112,000, partially offset by cash used in payments of loans payable of $144,000. A full-text copy of the Form 10-K is available for free at: https://is.gd/crZXEz About Semler Scientific Semler Scientific, Inc. -- http://www.semlercientific.com/-- is an emerging growth company that provides technology solutions to improve the clinical effectiveness and efficiency of healthcare providers. Semler Scientific's mission is to develop, manufacture and market innovative proprietary products and services that assist its customers in evaluating and treating chronic diseases. The company is headquartered in San Jose, California. * * * This concludes the Troubled Company Reporter's coverage of Semler Scientific until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. SEPCO CORP: Settlement Agreement with Allianz Insurers Disclosed ---------------------------------------------------------------- Sepco Corporation filed a disclosure statement with respect to its proposed first amended plan of reorganization dated Feb. 28, 2019. The first amended plan discloses that during the Chapter 11 Case, the Debtor and the Allianz Insurers (including Fireman's Fund Insurance Company, Interstate Fire & Casualty Company, and Associated Indemnity Corporation) reached agreement concerning the disposition of various insurance policies involving the Debtor and the Allianz Settling Insurers. The Asbestos Claimants Committee's special insurance counsel spearheaded negotiations with the Allianz Settling Insurers that, in consultation with the Debtor, the Asbestos Claimants Committee, and the Future Claimants' Representative, culminated in that settlement. Under the settlement, Fireman’s Fund Insurance Company, on behalf of the Allianz Settling Insurers, agreed to pay $2,250,000 to resolve any claims relating to insurance coverage and to "purchaseback" all of Sepco's interests in the affected insurance policies. On December 28, 2018, the Debtor filed a motion, with the consent of the Asbestos Claimants Committee and the Future Claimants' Representative, seeking approval of the settlement among the Debtor, the Allianz Settling Insurers, and the Affiliates. The Debtor gave notice of the motion to creditors and holders of Allowed Personal Injury Claims in the manner the Bankruptcy Court had approved early in the Chapter 11 Case. After conducting a hearing on the motion, on Feb. 7, 2019, the Court entered an order approving the settlement agreement among the Debtor, the Allianz Settling Insurers, and the AffiliatesUnder that settlement, Fireman's Fund Insurance Company (on behalf of the Allianz Settling Insurers) will pay the $2,250,000 to the qualified settlement fund or to the Asbestos Personal Injury Trust (if that trust has been formed before Fireman's Fund's payment is due under the settlement agreement). As provided more fully in the Plan, if those funds are paid to the qualified settlement fund then, upon the Effective Date, the balance of those funds will be contributed from the qualified settlement fund into the Asbestos Personal Injury Trust and will become part of the Asbestos Personal Injury Trust Assets. A full-text copy of the Disclosure Statement dated Feb. 28, 2019 is available at https://tinyurl.com/y2oqz3mz from Pacermonitor.com at no charge. About Sepco Corporation Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016. The petition was signed by Richard J. Szekelyi as chief restructuring officer. At the time of filing, the Debtor had estimated assets and liabilities ranging from $10 million to $50 million each. Buckley King, LPA represents the Debtor as counsel. The Debtor employed Kurtzman Carson Consultants LLC as its notice, balloting, and claims agent. The case has been assigned to Judge Alan M. Koschik. Daniel M. McDermott, the United States Trustee for Region 9, appointed seven creditors to serve on the committee of asbestos claimants, namely: (1) Thomas P. Glembocki; (2) Raymond Grzywinski; (3) Morris Jacks; (4) John Lavender; (5) Joachim Hans Lohman; (6) Harry David Tift; and (7) Patrick M. Walsh. The Official Committee of Asbestos Claimants in the bankruptcy case of Sepco Corporation retained Caplin & Drysdale, Chartered, as its counsel and Brouse McDowell, A Legal Professional Association, as its Ohio co-counsel, and Gilbert LLP as its special counsel. Lawrence Fitzpatrick, the Future Claimants' Representatives of Sepco Corporation, has retained Young Conaway Stargatt & Taylor, LLP, as his bankruptcy counsel; and Black McCuskey Souers & Arbaugh Co., LPA, as his Ohio counsel. SG ACQUISITION: Moody's Raises CFR to B2, Outlook Stable -------------------------------------------------------- Moody's Investors Service has upgraded the corporate family rating of SG Acquisition Inc. (Safe-Guard) to B2 from B3, and its probability of default rating to B2-PD from B3-PD. In the same action, Moody's affirmed Safe-Guard's B1 first-lien revolver and term loan and its Caa1 second-lien term loan. The rating outlook for Safe-Guard is stable. RATINGS RATIONALE The upgrade of the corporate family rating reflects Safe-Guard's improved financial profile, good business position as a leading provider of finance and warranty insurance (F&I) products in the automotive aftermarket industry, its ability to retain and expand its customer base, and its growing revenues, EBITDA and free cash flow. These strengths are offset by the company's heavy reliance on auto industry and macroeconomic conditions. The company also faces potential underwriting risks in its Safe-Guard Reinsurance (SG Re) business, where product pricing is locked for several years. The stable outlook reflects Moody's expectation that the company will continue to improve its earnings profile while maintaining good cash flow and reasonable financial leverage in the next 12-18 months. Safe-Guard operates two complementary businesses: Safe-Guard Products which provides marketing and administration of after-market vehicle warranty, service contract and insurance products; and SG Re which underwrites the vast majority of the insurance policies sold by Safe-Guard Products. The company has significantly improved its underwriting results over the past several years through rate increases and tighter terms and conditions, while also benefiting from milder winters. SG Re no longer retains its unprofitable GAP products and is running off the legacy reserves. Nonetheless, the company's underwriting results for its legacy book remain somewhat volatile depending on the severity of winter seasons. The company has been growing EBITDA and using free cash flow to pay down debt, reducing its debt-to-EBITDA ratio below 5.5x for the 12 months through September 2018. Although Safe-Guard's current financial leverage is considered conservative for its rating category, Moody's notes that the company has borrowed significant amounts in the past to fund distributions to shareholders. Factors that could lead to an upgrade of Safe-Guard's ratings include: (i) debt-to-EBITDA ratio below 5.5x on a sustained basis, (ii) (EBITDA - capex) coverage of interest consistently exceeding 2.5x, and (iii) free-cash-flow-to-debt ratio consistently exceeding 6%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 6.5x, (ii) (EBITDA - capex) coverage of interest below 1.5x, (iii) free-cash-flow-to-debt ratio below 3%, (iv) combined ratio consistently above 100%, and (v) material dividend or cash distribution to shareholders. Moody's has upgraded the following ratings of Safe-Guard: Corporate family rating to B2 from B3; Probability of default rating to B2-PD from B3-PD. Moody's has affirmed the following instrument ratings (and loss given default (LGD) assessments) which reflect the current funding mix and related liability assumptions: $15 million first-lien revolver B1 (LGD3 from LGD2); $200 million ($170.8 million outstanding) first-lien term loan B1 (LGD3 from LGD2); and $70 million second-lien term loan Caa1 (LGD5). The rating outlook for Safe-Guard is stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Atlanta, Georgia, Safe-Guard is a leading provider of F&I products in the automotive aftermarket industry principally throughout the United States. The company offers a range of F&I products through multiple distribution channels, including Original Equipment Manufacturers and large dealer groups and agents. SHAUN MCLEAN: BW Buying Miromesnil Property for $1.2 Million ------------------------------------------------------------ Shaun Donald Rory Mclean asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of the real property located at 20 rue de Miromesnil, Paris, France to BW Groupe pursuant to the terms of the Promesse De Vente for $1,324,399 (€1,175,000), subject to overbid. The Schedule A to the Debtor's bankruptcy petition lists and values the Miromesnil Property at $1.2 million. The Miromesnil Property is encumbered by a first priority lien claim in favor of Baratte for past-due homeowners association dues. The Schedule D to Debtor's bankruptcy petition lists a disputed and unliquidated claim asserted by VP Bank in the amount of $3,704,952. Prior to the Petition Date, on March 23, 2018, VP Bank asserted a pre-judgment lien called a provisoirement une hypothèque (a provisional mortgage) against the Miromesnil Property. The Debtor also asserts a claim against VP Bank. On April 9, 2018, pre-petition, the Debtor accepted an offer from BW to purchase the Miromesnil Property for €1,175,000. The Debtor asks authority to pay the costs of sale, including escrow fees, taxes and syndic (HOA) fees, estimated as follows: (i) Barattte - $20,000 - Syndic (HOA fees); (ii) tbd - $825 (Escrow trustee fees); (iii) Paris/France - $106,925 (Plus Value Tax (capital gains)); (iv) tbd - $6,340 (SARF fees (tax representative)); (v) Paris/France - $10,150 (Frais de Mainlevée (transfer tax)); and (vi) tbd - $150 (Copies). After paying the above listed Costs of Sale, estimated at $144,390, the net sales proceeds are estimated to total $1,180,009. The Debtor further asks an order directing the turnover and surrender of the Net Sales Proceeds to the Debtor's bankruptcy estate and the jurisdiction of this Court. The Net Sales Proceeds will be deposited, held and frozen in the bankruptcy estate's DIP bank account, and remain subject to the Court's jurisdiction pending resolution of VP Bank's underlying claim, or further order of the Court. The Debtor proposes to sell the Miromesnil Property for €1,175,000, free and clear of any and all liens, claims or encumbrance of any Kkind. He believes the purchase price is fair and maximizes the value of Debtor’s assets. Based upon the foregoing, he submits that the sale of the Miromesnil Property is fair, equitable and a sound business decision. He further believes the sale is in the best interests of creditors and the estate and that the estate would be prejudiced if the Debtor does not sell the Miromesnil Property to BW. Any party interested in bidding on the purchase of the Miromesmil Property must pre-qualify for bidding by providing proof of available funds sufficient to complete the purchase of the Miromesnil Property. I n order to be a qualified bidder, proof of funds will be provided to Counsel for the Debtor by no later than three business days before the hearing on the Motion. A hearing on the Motion is set for March 12, 2019 at 11:00 a.m. Counsel for the Debtor: Kevin A. Darby, Esq. Tricia M. Darby, Esq. DARBY LAW PRACTICE, LTD. 4777 Caughlin Parkway Reno, NV 89519 Telephone: (775)322-1237 Facsimile: (775) 996-7290 E-mail: kad@darbylawpractice.com Shaun Donald Rory Mclean sought Chapter 11 protection (Bankr. D. Nev. Case No. 18-51435) on Dec. 21, 2018. The Debtor tapped Kevin A. Darby, Esq., at Darby Law Practice, Ltd., as counsel. SPIRIT AIRLINES: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings on March 6 revised the outlook on Miramar, Fla.-based Spirit Airlines Inc. to stable from negative and affirmed its 'BB-' issuer credit rating on the company. S&P said Spirit's operating performance was better than expected in 2018, particularly in the second half of the year, resulting in revenue and credit metrics that exceeded its expectations. It expects the company's stronger operating performance to continue, as conditions in the U.S. airline industry remain relatively favorable amid positive economic growth, resulting in improved credit metrics. S&P said Spirit generated better than expected operating performance in 2018, a trend it expects to continue. Total revenue per available seat mile (TRASM) in 2018 rose as a result of higher load factor and higher non-ticket (ancillary) revenue such as baggage fees and seat assignments, which S&P expects will persist. On the cost side, S&P expects cost per available seat mile (CASM), excluding fuel, to be relatively stable and to remain among the lowest of the rated U.S. airlines. Overall, S&P foresees improvement in the operating margin in 2019 after a decline in 2018 that was due primarily to higher fuel prices that dropped significantly in the second half of the year. Spirit has continued to expand rapidly, with plans to increase capacity by around 15% in both 2019 and 2020, primarily through the addition of new aircraft funded with operating leases and debt. Although adjusted debt is increasing as Spirit expands, S&P expects this to be more than offset by stronger operating performance that results in stronger credit metrics than previously expected. Accordingly, S&P is revising Spirit's financial risk to 'significant' from 'aggressive'. The stable outlook reflects S&P's expectation that Spirit's credit metrics will improve through 2020 from 2018 levels as the airline continues to significantly expand capacity and as conditions in the U.S. airline industry remain relatively favorable amid positive economic growth. S&P expects Spirit's credit metrics to improve to the low-20% area through 2020 from 18.5% in 2018. "We could lower our rating on the company if its earnings and cash flow are weaker than anticipated, causing its FFO-to-debt ratio to fall below 20% on a sustained basis and we no longer expect the company to maintain a significant cash balance. This could be caused by higher than expected fuel prices, weaker demand, or greater than expected levels of competition from network carriers," S&P said. "Although unlikely over the next year, we could raise our ratings on Spirit if its earnings and cash flow improve because of lower-than-expected fuel prices and higher-than-expected demand and pricing, causing its FFO-to-debt ratio to rise above 35% and FOCF-to-debt ratio to rise above 10% on a sustained basis," S&P said. ST. ALBANS CLEANERS: Unsecureds to Recoup 11% in Quarterly Payments ------------------------------------------------------------------- St. Albans Cleaners and Launderers, Inc., filed a small business disclosure statement describing its amended chapter 11 plan dated March 1, 2019. The Debtor is a family-owned dry-cleaning and laundry business with its main plant located in 714 6th Avenue, St. Albans, West Virginia. It has two additional retail locations, one known as Duffy's Cleaners in a building the Debtor owns at 1505 Washington Street East, Charleston, West Virginia, and the other known as Magic Cleaners in a rented storefront in the Kanawha City area of Charleston, West Virginia. Under the plan, general unsecured creditors are classified in Class 3 and will receive a distribution of 11% of their allowed claims to be distributed in quarterly payments. Payments under the plan will be funded by income received by providing dry-cleaning and laundry services of customers. A copy of the Disclosure Statement dated March 1, 2019 is available at https://tinyurl.com/yy4cj9zz from Pacermonitor.com at no charge. About St. Albans Cleaners and Launderers St. Albans Cleaners and Launderers, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 17-20432) on August 17, 2017. Lillian J. Edwards, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Frank W. Volk presides over the case. Pepper & Nason represents the Debtor as bankruptcy counsel. STRUSS FARMS: Unsecureds to Get $1.375MM Over 20 Years at 5% ------------------------------------------------------------ Struss Farms LLC filed a combined Chapter 11 Plan and Disclosure Statement. Class 5 - Unsecured Creditors. The Class 5 claims as scheduled or filed total allowable claims at approximately $1,375,777.23. This class of unsecured creditors shall be paid in full in a total amount of $1,375,777.23, which shall be amortized on a 20-year amortization at 5% per annum. The first payment due thereunder shall be due December 15, 2020 in the amount of $110,395.92. Class 1 - Claims secured by real estate mortgages only. The Bank's Claim is in the amount of $6,415,194.64 as of the date of filing of this plan with interest calculated thereon at the contract rate. This claim is secured by a mortgage. Class 2 - Claims secured by real estate mortgages, machinery & equipment and crops growing on petition date. a.) Bank of Hays. Claim in the estimated amount of $1,661, 902.24, less credits for payment made during the pendency of this action. The balance so calculated is secured by real and personal property. b.) Pinnacle Agriculture Distribution, Inc. Has separate claims in case no. 18-10770 and case no. 18-10773, which are not cross-collateralized and shall be paid upon the basis and under the terms of a certain agreed order resolving Pinnacle Agriculture Distribution, Inc.'s claims in both cases, appearing at Docket #202 under the case no. 18-10770. Class 3 - Claims secured by security interests in personal property only. a.) Farm Credit Services of America. Claim having a balance as of the date of confirmation of $135,000 and secured by personal property. b.) Deere & Company. This secured claim of Deere & Company is secured by a 2012 John Deere 4730 self-propelled sprayer. Debtors will pay $8,702.46 to Deere & Company on the 30th day of January each year and the 30th day of July each year until the said claim is paid in full. c.) Northland Capital Financial Services LLC. Said claim is in the amount of $313,397.29 and is secured by personal property. d.) Farm Credit Leasing Services Corporation. Said claim is in the amount of $221,823.26 but this creditor has received and continues to hold an insurance payment in the amount $78,524.87 which should be credited against the original claim amount, leaving a total claim held by creditor in the amount of $143,298.59. This claim shall be paid in full in the amount set forth above, amortized on a 7-year amortization at 5% per annum interest, resulting in payments due in the amount of $24,764.84. e.) Spencer Harvey. This claim is based upon the agreement for the purchase of partnership and membership interest entered between Debtor and creditor, Spencer Harvey and its total amount of $474,883.14. This class is fully secured and shall be paid amortized over 180 months at the contract rate of 3.5% per annum. Class 4 - Creditors not scheduled which have not filed claims prior to bar date. R&M Enterprises, LLC, purports to have a claim against the Debtor, based upon the claimed rental agreements of certain items of personal property. R&M Enterprises, LLC was not scheduled as a creditor in Debtor's Schedules and has not filed a claim within the Bar Date established by this Court. Payments and distributions under the plan will be funded through Debtor's future earnings. A full-text copy of the Disclosure Statement dated February 22, 2019, is available at https://tinyurl.com/y4lq5m3x from PacerMonitor.com at no charge. About Struss Farms Struss Farms LLC, a corn producer in Wakeeney, Kansas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 18-10770) on April 26, 2018. In the petition signed by Kevin W. Struss, member/manager, the Debtor disclosed $9.57 million in total assets and $8.78 million total debt. The Hon. Dale L. Somers oversees the case. The Debtor is represented by Dan W. Forker, Jr., Esq., at Forker Suter LLC. SYNERGY PHARMACEUTICALS: Gets Final Nod on $25-Mil Loans, Cash Use ------------------------------------------------------------------ The Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York has signed a final order authorizing Synergy Pharmaceuticals Inc. and Synergy Advanced Pharmaceuticals, Inc. to obtain postpetition financing and to use cash collateral. The Debtors are authorized and empowered to immediately borrow, incur and guarantee, as applicable, the DIP Loans and all other DIP Obligations. As soon as commercially practicable, following entry of the Final Order, the DIP Secured Parties will advance to the Debtors the Final DIP Advance -- in an aggregate principal amount of $25,000,000 -- to be used by the Debtors in accordance with, and subject to, the terms and conditions of the Final Order, the DIP Credit Agreement and other DIP Loan Documents, and the Budget. The Debtors (as Borrower), the Guarantor, CRG Servicing LLC, as administrative agent and collateral agent and each of the lenders from time to time party to that certain Senior Secured, Priming and Superpriority Debtor-in-Possession Credit Agreement (DIP Credit Agreement), in an aggregate principal amount of $159,107,870.46, comprised of (i) approximately $114,107,871 of loans representing a partial roll-up of the Prepetition Secured Obligations ("Roll-Up DIP Loans"); and (ii) $45,000,000 of new money loans ("New Money DIP Loans"), $8,000,000 of which was advanced by the DIP Lenders to the Borrower pursuant to the Second Interim Order, and $12,000,000 of which was advanced by the DIP Lenders to the Borrower pursuant to the Third Interim Order. All claims of the DIP Loan Agent and DIP Lenders under the DIP Facility with respect to the DIP Loans and the DIP Obligations, are granted: (a) a superpriority claim status, pursuant to section 364(c)(1) of the Bankruptcy Code, which claims will be payable from and have recourse to all DIP Collateral, including avoidance actions and any proceeds thereof that are not purchased in an Acceptable 363 Sale but excluding (i) Avoidance Actions and any proceeds thereof that are purchased in an Acceptable 363 Sale and (ii) the Debtors' interests in directors and officers insurance policies and any proceeds thereof; (b) a perfected first priority lien on all DIP Collateral (not including the Excluded Collateral) subject only to Prior Senior Liens; (c) a perfected junior lien on all property of the Debtors that is subject to a Prior Senior Lien; and (d) a perfected first priority, senior priming lien on all of the property of the Debtors (including, without limitation, inventory, receivables, equipment, machinery, intellectual property, general intangibles, real property, capital stock of subsidiaries, membership interests in limited liability companies and avoidance actions and the proceeds thereof not purchased in an Acceptable 363 Sale) that is subject to the existing liens that secure the obligations of the Debtors to the Prepetition Lenders under or in connection with the Prepetition Loan Documents and the Prepetition Secured Obligations. According to the Final Order, $62,107,870.46 of the Roll-Up DIP Loans will be used to reduce, on a dollar-for-dollar basis, a portion of the Prepetition Secured Obligations, including prepetition accrued and unpaid interest and accrued and unpaid postpetition interest at the Default Rate under the Prepetition Loan Documents from the Petition Date through and including the date of the entry of this Final Order (which will not include, for the avoidance of doubt, any portion of the Remaining Prepetition Secured Claims). The Prepetition Secured Obligations so Rolled Up, together with the Prepetition Secured Obligations "rolled up" pursuant to the Second Interim Order and the Third Interim Order, will be deemed to have been issued or provided, as applicable, under the DIP Credit Agreement and the other DIP Loan Documents. The remainder of the Prepetition Secured Obligations, will be reduced on a dollar-for-dollar basis with the balance of the Roll-Up DIP Loans upon entry of the Final Order. The Debtors may continue to use the cash collateral securing the Prepetition Secured Obligations and all other Prepetition Collateral in which agent under the Prepetition Loan Documents and/or the Prepetition Lenders have an interest consistent with the Budget until the Maturity Date. The Prepetition Agent and the Prepetition Lenders, to the extent of any diminution in the value of the Prepetition Collateral, are granted: (a) superpriority administrative expense claim status; (b) replacement liens on all DIP Collateral, junior only to the liens of the DIP Loan Agent and the DIP Lenders and Prior Senior Liens; (c) payment on a monthly basis of postpetition interest accruing at the Default Rate (as specified in the Prepetition Loan Agreement) from the Final Order Date through the earlier of the effective date of a plan of reorganization or liquidation for the Debtors and May 8, 2019; and (d) reimbursement of all fees, costs and expenses incurred in connection with defending the validity and enforceability of the Prepetition Secured Obligations, the Prepetition Liens or the Remaining Prepetition Secured Claims and subsequent to payment in full of all DIP Obligations, participation in these Cases until the date on which distributions to unsecured creditors are first made pursuant to an Acceptable Plan. A full-text copy of the Final Order is available at http://bankrupt.com/misc/nysb18-14010-454.pdf About Synergy Pharmaceuticals Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The company has pioneered discovery, research and development efforts around analogs of uroguanylin, a naturally occurring human GI peptide, for the treatment of GI diseases and disorders. Synergy's proprietary GI platform includes one commercial product TRULANCE(R (plecanatide) and a second product candidate - dolcanatide. Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy Advanced Pharmaceuticals, Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12, 2018. In the petitions signed by Gary G. Gemignani, executive vice president and chief financial officer, the Debtors posted total assets of $83,039,825 and total liabilities of $179,282,378 as of Sept. 30, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as special counsel; FTI Consulting, Inc. as financial advisor; Centerview Partners Holdings LP as investment banker; and Prime Clerk LLC, as notice and claims agent. The U.S. Trustee for Region 2 on Jan. 29, 2019, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. TARGET HOSPITALITY: S&P Assigns 'B' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings on March 6 assigned its 'B' issuer credit rating to Target Hospitality Corp. and 'B' issue-level rating to the proposed $340 million senior secured notes which will be issued by the subsidiary, Arrow BidCo LLC. The recovery rating is '3' and indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery of principal in the event of a default. Platinum Eagle Acquisition Corp., a recently formed NASDAQ-listed special-purpose acquisition company (SPAC) will purchase Target Logistics Management LLC and RL Signor Holdings LLC with the combined entity to be named Target Hospitality, a Delaware-based provider of specialty rental and hospitality services. Pro forma for the transaction S&P expects adjusted leverage of 2.7x and forecast that leverage will decline to 2.3x by year-end 2020. S&P's issuer credit rating on Target Hospitality (Target) reflects the company's small scale, high revenue concentration to the volatile upstream oil and gas industry (78% of 2018 revenues), significant customer concentration with 22% of revenues dependent on its single contract with CoreCivic Inc.'s South Texas family residential center, and limited track record as a public entity. These credit risks are partially offset by Target's low debt leverage, good market position, and network density in the Permian basin. The stable rating outlook on Target reflects S&P Global Ratings' expectation that over the next 12 months the company will grow revenues in the 10%-15% range and maintain its healthy profit margins as it successfully integrates Target Lodging and Signor. S&P expectS new contract wins as it secures additional commitments in the Permian Basin, healthy profitability with EBITDA margins in the high-40% range, and leverage in the mid- to high-2x area by year-end 2019 to drive growth. S&P views an upgrade or downgrade as unlikely over the next 12 months. Factors that could result in a downgrade include: -- A more aggressive financial policy with debt-financed acquisitions or dividend recaps, with sustained leverage of over 4.5x; and -- Operational difficulties such as client losses or a sharp decline in oil prices resulting in diminished profitability, cash flow, or constrained liquidity. S&P could consider an upgrade if the company demonstrates strong operating performance and is able to diversify and broaden its business. In the upgrade scenario, the company reduces its significant revenue concentration, its financial sponsor control declines below 40% on a sustained basis, and/or the company reduces its debt leverage. TATE'S AUTOMOTIVE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Four affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Tate's Automotive, Inc. 19-02523 1151 North Automall Parkway Show Low, AZ 85901 Tate's Auto Center of Gallup, Inc. 19-02493 1151 N. Automall Parkway Show Low, AZ 85901 Tate's Auto Center of Winslow, Inc. 19-02524 Tate Ford-Lincoln-Mercury, Inc. 19-02527 Business Description: Founded in 1977, Tate's Auto Group -- https://www.shoptates.com -- is a new and and used car dealer with dealership locations in Show Low, Holbrook, Winslow, AZ, and now Gallup, NM. Chapter 11 Petition Date: March 8, 2019 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtors' Counsel: Anthony W. Austin, Esq. FENNEMORE CRAIG, P.C. 2394 East Camelback Rd., Ste. 600 Phoenix, AZ 85016-3429 Tel: 602-916-5000 Fax: 602-916-5999 Email: aaustin@fclaw.com - and - Bryan A. Albue, Esq. SHERMAN & HOWARD L.L.C. 201 East Washington Street, Suite 800 Phoenix, AZ 85004-2327 Tel: 602-240-3016 Fax: 602-240-6600 Email: balbue@shermanhoward.com Tate's Automotive's Estimated Assets: $10 million to $50 million Tate's Automotive's Estimated Liabilities: $10 million to $50 million Tate's Auto Center of Gallup's Estimated Assets: $1 million to $10 million Tate's Auto Center of Gallup's Estimated Liabilities: $1 million to $10 million The petition was signed by Richard K. Berry, secretary/treasurer. Full-text copies of two of the Debtors' petitions are available for free at: http://bankrupt.com/misc/azb19-02493.pdf http://bankrupt.com/misc/azb19-02523.pdf TOWERSTREAM CORP: Barry Honig Is No Longer a Shareholder -------------------------------------------------------- Barry Honig and GRQ Consultants, Inc. 401K disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2018, they have ceased to beneficially own any shares of common stock of Towerstream Corp. Mr. Honig is the trustee of 401K and in that capacity has voting and dispositive power over the securities held by such entity. A full-text copy of the regulatory filing is available for free at: https://is.gd/ZfmE6U About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $14.37 million in 2017 and a net loss attributable to common stockholders of $22.15 million in 2016. As of Sept. 30, 2018, the Company had $19.57 million in total assets, $41.47 million in total liabilities, and a total stockholders' deficit of $21.89 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, Marcum LLP, the Company's accounting firm since 2007, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TOWERSTREAM CORP: Terminates Registration of Unsold Securities -------------------------------------------------------------- Towerstream Corporation has filed post-effective amendments to its Forms S-3 registration statements to remove from registration any and all securities of the Company that remain unsold under the following registration statements: * Registration Statement on Form S-3 (Registration No. 333- 141405), filed with the SEC on March 19, 2007 and subsequently amended on May 3, 2007, May 24, 2007 and June 13, 2007, pertaining to the resale by certain selling stockholders of up to 11,699,101 shares of common stock, consisting of (i) 5,110,056 shares of common stock issued in a private placement; (ii) 3,827,758 shares of common stock initially issuable upon the exercise of warrants issued in connection with the Company's January 2007 private placements; (iii) 1,272,728 shares of common stock initially issuable upon the conversion of debentures issued in a private placement; (iv) 204,552 shares of common stock initially issuable upon the exercise of warrants issued to various placement agents in connection with its private placements; and (v) 1,284,007 shares of common stock that were issued upon the conversion of certain promissory notes. * Registration Statement on Form S-3 (Registration No. 333- 166239), filed with the SEC on April 22, 2010 and subsequently amended on May 4, 2010, pertaining to the resale by certain selling stockholders of up to 275,000 shares of common stock. * Registration Statement on Form S-3 (Registration No. 333- 178868), filed with the SEC on Jan. 3, 2012 and subsequently amended on Jan. 20, 2012, pertaining to the resale by certain stockholders of up to 1,015,723 shares of common stock. * Registration Statement on Form S-3 (Registration No. 333- 187548), filed with the SEC on March 26, 2013, pertaining to the resale by certain selling stockholders of up to 433,673 shares of common stock. * Registration Statement on Form S-3 (Registration No. 333- 212437), filed with the SEC on July 8, 2016 and subsequently amended on July 15, 2016, pertaining to the resale by certain selling stockholders of up to 1,599,643 shares of common stock consisting of (i) 930,000 shares of common stock underlying warrants issued on Oct. 16, 2014 and June 20, 2016; (ii) 446,429 shares of common stock underlying Series B preferred stock issued on July 7, 2016; and (iii) 223,214 shares of common stock underlying warrants issued on July 7, 2016. * Registration Statement on Form S-3 (Registration No. 333- 214795), filed with the SEC on Nov. 23, 2016 and subsequently amended on Nov. 30, 2016 and Dec. 15, 2016, pertaining to the registration of $15,000,000 of debt and/or equity securities, including common stock, preferred stock, debt securities, and warrants, or any combination of such equity and debt securities; and the resale by certain selling stockholders of up to 9,500,000 shares of common stock, consisting of (i) 7,500,000 shares of common stock issuable upon the conversion of Series D convertible preferred stock; and (ii) 2,000,000 shares of common stock issuable upon the conversion of Series E convertible preferred stock. The Company has terminated all offerings of the Company's securities pursuant to the Registration Statements. The Company filed these Post-Effective Amendments to the Registration Statements to deregister any and all securities of the Company registered for sale pursuant to the Registration Statements that remain unsold as of the date of these Post-Effective Amendments. The Company also filed a post-effective amendment to its Form S-1 registration statement to remove from registration any and all securities of the Company that remain unsold under the following registration statement filed by the Company with the SEC: * Registration Statement on Form S-1 (Registration No. 333- 212995), filed with the SEC on Aug. 8, 2016 and subsequently amended on Aug. 23, 2016 and Sept. 15, 2016 pertaining to (i) the registration of $5,000,000 of shares of common stock (and an additional 15% of shares of common stock which may be sold upon exercise of an over-allotment option); and (ii) resale by certain selling stockholders of up to an aggregate of 805,000 shares of common stock, of which 680,000 are issuable upon conversion of the Company's Series C Convertible Preferred Stock. In addition, the Company has filed post-effective amendments relating to the following Registration Statements on Form S-8: * Registration Statement on Form S-8 (Registration No. 333- 151306), filed with the SEC on May 30, 2008, which registered 4,903,922 shares of the Company's common stock, par value $0.001 per share under the 2007 Equity Compensation Plan and the 2007 Incentive Stock Plan. * Registration Statement on Form S-8 (Registration No. 333- 161180), filed with the SEC on Aug. 7, 2009, which registered 1,000,000 shares of Common Stock under the 2008 Non-Employee Directors Compensation Plan. * Registration Statement on Form S-8 (Registration No. 333- 174107), filed with the SEC on May 10, 2011, which registered 200,000 shares of Common Stock under the 2010 Employee Stock Purchase Plan. * Registration Statement on Form S-8 (Registration No. 333- 211562), filed with the SEC on May 24, 2016, which registered 300,000 shares of Common Stock under the 2010 Employee Stock Purchase Plan. The Post-Effective Amendments were filed to reflect that no shares of the Common Stock registered under the Registration Statements remain available for issuance under the Registration Statements on March 6, 2019. About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $14.37 million in 2017 and a net loss attributable to common stockholders of $22.15 million in 2016. As of Sept. 30, 2018, the Company had $19.57 million in total assets, $41.47 million in total liabilities, and a total stockholders' deficit of $21.89 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, Marcum LLP, the Company's accounting firm since 2007, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TREASURE ISLES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Treasure Isles, Inc. 378 Point of View Drive Edwardsville, IL 62025 Business Description: Treasure Isles, Inc. is a privately held company that operates in the food & beverages industry. Chapter 11 Petition Date: March 7, 2019 Court: United States Bankruptcy Court Southern District of Illinois (East St Louis) Case No.: 19-30269 Judge: Hon. Laura K. Grandy Debtor's Counsel: Steven M. Wallace, Esq. HEPLERBROOM, LLC 130 N Main St PO Box 510 Edwardsville, IL 62025 Tel: (618) 307-1185 (618) 656-0184 Fax: (855) 656-1364 Email: steven.wallace@heplerbroom.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by James E. McCann, Sr., chief executive officer. 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/ilsb19-30269.pdf TRIAL GROUP: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: The Trial Group LLP 1910 Sunset Boulevard Suite 450 Los Angeles, CA 90026 Business Description: The Trial Group LLP is a litigation and trial services firm based in Newport Beach, California. The Company previously sought bankruptcy protection on March 1, 2017 (Bankr. C.D. Calif. Case No. 17-11961). Chapter 11 Petition Date: March 7, 2019 Court: United States Bankruptcy Court Central District of California (Santa Ana) Case No.: 19-10822 Judge: Hon. Erithe A. Smith Debtor's Counsel: Michael J. Avenatti, Esq. 450 Newport Ctr Dr 2nd Fl Newport Beach, CA 92660 Tel: 949-706-7000 Fax: 949-706-7050 Email: mavenatti@eaganavenatti.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Michael J. Avenatti, attorney. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-10822.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Baker Keener & Nahra Services $204,554 633 West Fifth Street Suite 5400 Los Angeles, CA 90071 Competition Economics Services $520,960 2000 Powell Street Suite 510 Emeryville, CA 94608 David W. Stewart, PhD Services $13,333 13031 Villosa Place, #121 Los Angeles, CA 90094 Green Street/Spound Services $39,924 c/o Frank Sims Stolper 19800 MacArthur Blvd, #855 Irvine, CA 92612 International Personnel Services $51,010 Protection, Inc. P.O. Box 92493 Austin, TX 78709 Executive Presentations Services $217,225 915 Wilshire Blvd, #1700 Los Angeles, CA 90017 Nationwide Legal LLC Services $42,547 1609 James M Wood Blvd Los Angeles, CA 90015 Personal Court Reporters Inc. Services $51,684 14520 Sylvan Street Van Nuys, CA 91411 Wilentz Goldman & Spitzer Services $58,888 90 Woodbridge Center Drive Suite 900 Box 10 Woodbridge, NJ 07095 Ricoh Copiers $13,470 P.O. Box 31001-0850 Pasadena, CA 91110 The Irvine Company Rent $515,882 P.O. Box 844897 Los Angeles, CA 90084 John C. Crotts Consulting Services $7,217 688 Serotina Court Mount Pleasant, SC 29464 Developing Opportunities & Services $11,261 Solutions 611 S Main Street, #400 Grapevine, TX 76051 Int'l Church of Foursquare Rent $10,878 c/o Brad S. Sures, Esq. 10803 Gloria Avenue Granada Hills, CA 91344 Eisenhower Carlson PLLC Services $90,632 1201 Pacific Ave., #1200 Tacoma, WA 98402 The X-Law Group Services $2,000,000 1910 Sunset Boulevard Suite 450 Los Angeles, CA 90026 Advanced Discovery Services $20,367 17752 Sky Park Circle, #700 Irvine, CA 92614 Aderant Services $10,185 200 Corporate Pointe, #400 Culver City, CA 90230 Central Communications Services $7,497 11830 Pierce Street, #100 Riverside, CA 92505 Alphagraphics Services $3,296 225 S. Olive Street, #101 Los Angeles, CA 90012 UNITED AGAMI: Seeks Authority to Use Medallion Cash Collateral -------------------------------------------------------------- United Agami Transit Inc. and its affiliates seek authorization from the U.S. Bankruptcy Court for the Eastern District of New York to use cash collateral in the ordinary course of its business. Specifically, the Debtors request to use the net income from the medallions to pay their daily operating expenses. The Debtors operate 17 related businesses and together owns 34 taxi medallions. The medallions are managed by Arthur Cab Leasing Corp. and each month Arthur gives the Debtors the income, less expenses of management and the management fee. Medallion Bank, Medallion Financial Corp. and Taxi Medallion Loan Trust III (together "Medallion"), hold security interests in the medallions and the revenue generated by the medallions. The Debtors acknowledge that The Net Income is the Medallion's cash collateral within the meaning of Section 363 of the Bankruptcy Code. The Debtors need the Net Income to operate and pay their expenses, including rent, utilities, the bookkeeper, accounting fees, and chapter 11 quarterly fees. Since the Petition Date, the Debtors have deposited all the Net Income received into the Debtor-in-Possession bank account and currently, the Debtors have approximately $500,000 in their DIP Account. The Debtors are willing to give some of portion of the Net Income to Medallion in amount to be negotiated with Medallion, or in an amount determined by the Court, with enough money reserved to cover ongoing expenses and to insure that the Debtors will be able to pay expenses going forward. The Budget provides that Medallion will receive about 75% of the Net Income. The Debtors have scheduled a meeting with Medallion and hope to have a negotiated cash collateral order during the meeting. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nyeb18-47213-17.pdf About United Agami Transit United Agami Transit Inc. and its affiliates operate 17 related businesses at 25-11B 41st Avenue, Long Island City, New York that together owns 34 taxi medallions. Isaac Agami is the sole shareholder of all 13 businesses and Isaac Agami and Ariel Agami, his son are the shareholders of the other four businesses. They have no employees and the only income comes from separate management companies that operate the medallions and give the Debtors the profits, less management fees. United Agami Transit Inc. and 17 affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 18-47213) on Dec. 18, 2018. In the petition signed by Isaac Agami, president/secretary, debtor United Agami estimated $0 to $50,000 in assets and $500,000 to $1 million in liabilities. The case is assigned to Judge Elizabeth S. Stong. Rosenberg Musso & Weiner, LLP, serves as counsel to the Debtor. On Dec. 7, 2018, the Court entered an order procedurally consolidating the cases filed by the Debtors and directing that they be jointly administered by the Court. UNITI GROUP: Fitch Cuts IDR to B; Ratings on Watch Negative ----------------------------------------------------------- Fitch had downgraded the Issuer Default Rating (IDR) assigned to Uniti Group Inc. to 'B' from 'B+' and placed the company's IDR and security ratings on Rating Watch Negative. The rating action stems from an expected going concern warning from Uniti's auditors, PricewaterhouseCoopers, LLP, resulting from the uncertain impact on the company's financial statements following the bankruptcy filing of Windstream Holdings, its major tenant. Windstream, rated 'D', filed for bankruptcy on Feb. 25, 2019 following an adverse decision in the bondholder litigation dispute between Windstream and Aurelius Capital Management. Per Uniti's credit agreement, the annual financial statements must be delivered within a 90-day period and without a going concern or like qualification. Uniti needs to obtain a waiver in order to not trigger an event of default under this provision. There is no automatic acceleration triggered by an event of default, and it may be waived by lenders holding a majority of the outstanding loans and commitments. By itself, the Windstream bankruptcy is not an event of default under Uniti's credit agreement or bonds. KEY RATING DRIVERS Capital Market Uncertainty Higher: Fitch believes the adverse decision against Windstream introduces some uncertainty regarding Uniti's ability to access the debt and equity markets at reasonable cost, as reflected under previous assumptions. The company has time to address its nearest maturity, the revolving credit facility (RCF), which is due in April 2020. Uniti has alternatives should it prove necessary to improve liquidity, including the capability to raise equity via its "at the market" (ATM) program, to potentially raise capital from private investors and to manage cash outflows as management has indicated its common dividend is about twice REIT-required distributions. Slight Rise in Leverage: Acquisitions increased Uniti Group Inc.'s gross leverage slightly after the spinoff from Windstream Holdings, Inc. (Windstream Holdings) in 2015. For 2019, Fitch expects gross leverage to approximate 6.0x when giving 50% equity treatment for preferred stock and assuming no reduction to the master lease. For acquisitions completed or expected to be completed, leverage incorporates EBITDA only from the date of acquisition. Fitch expects Uniti to finance future transactions so gross leverage will remain relatively stable and should remain in the high-5x range to approximately 6x over the longer term. Cash Flow: Once the acceptance of the master lease is known (or consensual renegotiation completed) and approved by the judge, Fitch expects Uniti's cash flows to be very stable, owing to the fixed nature of long-term lease payments from Windstream, and the contractual nature of revenue streams in Uniti's Fiber and Tower businesses. The master lease with Windstream Holdings currently produces slightly more than $650 million in cash revenue annually. As highlighted by the MIP and TPx sale-leaseback transactions, Fitch believes similar master lease-based transactions are possible, as are acquisitions of communications infrastructure. Tenant Concentration: The Windstream Holdings master lease provides approximately 64% of Uniti's revenue, pro forma for 2017 and 2018 acquisitions. At the time of the spinoff, nearly all revenue was from Windstream Holdings. In Fitch's view, the improved diversification is a positive for the company's credit profile, and combined with a revised view on the strength of the master lease and its necessity to Windstream's continued operations, Uniti's IDR could be higher than Windstream's IDR. Major customer verticals outside of Windstream consist of the large wireless carriers, national cable operators, government agencies and education. Fitch estimates Windstream's rent coverage (EBITDAR less capex/rents) was in the 1.6x to 1.7x range in 2018. A stress scenario where Windstream's EBITDAR declined more than 15% relative to estimated 2018 levels would still cover rents by more than 1.2x. U.S. bankruptcy courts have repeatedly upheld the unitary, indivisible nature of well-structured master leases. Additionally, Uniti's master lease is important to Windstream's operations. These two factors provide a material degree of protection against a Windstream initiated rejection of the master lease in a Windstream's bankruptcy, thereby protecting Uniti's cash flows in connection with the master lease. In Fitch's view, there is a greater risk that the level of rent could be renegotiated to a lower level on a mutually economic basis than the lease unilaterally being rejected by Windstream. Leased Assets Importance to Windstream: Uniti's master lease is with Windstream Holdings, which is subordinate to Windstream Services. However, Fitch believes Uniti's assets are essential to Windstream Services' operations and are a priority payment, as a default on the lease could cause Windstream Holdings to lose control of the leased assets. Fitch also believes Windstream Holdings is very unlikely to reject the master lease, owing to its indivisible nature, and lenders are likely to consent to the lease payment to preserve the value of the assets. Acquisitions: In 2018 and early 2019 Uniti had several transactions completed or pending. In the leasing business, Uniti entered into leasing transactions that are expected to generate approximately $21 million of revenue and $19 million of EBITDA on an annualized basis. Outlays for the larger transactions -- U.S. TelePacific Holdings Corp. (TPx) and CableSouth -- were disclosed, totaling approximately $126 million. A transaction with Macquarie Infrastructure Partners in early 2019 is expected to lead to initial annualized rent of $20.3 million. In the fiber business, Uniti acquired Information Transport Solutions, Inc. (ITS) for $54 million, at a multiple of 7.7x. Annual synergies of $2.6 million are expected by 2022. Geographic Diversification: The company's geographic diversification is solid, given Windstream Holdings' geographically diverse operations and the expanded footprint provided by acquisitions since the spinoff. DERIVATION SUMMARY As the only fiber-based telecommunications REIT, Uniti currently has no direct peers. Uniti is a telecom REIT that was formed through the spin-off of a significant portion of Windstream Services, LLC's fiber optic and copper assets. Windstream retained the electronics necessary to continue as a telecommunications services provider. Fitch believes Uniti's operations are geographically diverse, spread across more than 30 states, and the assets under the master lease with Windstream Holdings provide adequate scale. Other close comparable telecommunications REITs are tower companies including American Tower (BBB/Stable), Crown Castle (BBB/Stable) and SBA Communications (not rated). The tower companies lease space on towers and ground space to wireless carriers and are a key part of the wireless industry infrastructure. However, the primary difference is that the tower companies operate on a shared infrastructure basis (multiple tenants) whereas a substantial portion of Uniti's revenues are derived on an exclusive basis under sale-leaseback transactions. Uniti's leverage is higher than American Tower or Crown Castle but lower than SBA. In the Uniti Fiber segment, the most direct comparable company would be Zayo Group Holdings (not rated), a company that operates with moderately lower leverage than Uniti. While expanding primarily through acquisitions, Uniti Fiber has relatively small scale. The business models of Uniti Fiber and Zayo are unlike the wireline business of communications services providers such as AT&T (A-/Stable), Verizon (A-/Stable) or CenturyLink (BB/Stable). Uniti Fiber and Zayo are providers of infrastructure, which may be used by communications service providers to provide retail services (wireless, voice, data, internet). Increasingly, Crown Castle is becoming a larger participant in the fiber infrastructure business through a series of acquisitions. The large communications services providers do self-provision, and may use a fiber infrastructure provider to augment their networks. Communications services providers may sell dark fiber and connectivity services on a wholesale basis, but Fitch believes they have more of a focus on selling retail services to consumers and businesses, as well as solutions to business customers. Uniti's fiber acquisitions since the spin-off are a key credit consideration as they have reduced the concentration of revenues and EBITDA from the Windstream Holdings master lease. While Windstream's EBITDAR coverage of the master lease payment remains strong, in a stress situation where the potential exists for a renegotiation and reduction in terms (in return for certain economic offsets by Windstream), the other sources of EBITDA provide protection to Uniti. Customers in the fiber business include wireless carriers, enterprises, and governments. Fitch believes aspects of Uniti's credit profile are similar to cases in the gaming industry where there are single tenant or concentrated leases between operating companies (OpCos) and their respective REITs (PropCos). Both Uniti and gaming REITs benefit from triple net leases. Fitch believes that the PropCos are better positioned as rents may continue uninterrupted through the tenant's bankruptcy because such rents are an operating expense and unlikely to be rejected as a result of the master lease structure. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Fitch assumes that Uniti's current rating could tolerate a moderate rent reduction with respect to the master lease with Windstream; -- Fitch estimates Uniti's revenue grew approximately 10% to 11% in 2018 primarily due to acquisitions, and will grow at mid-to- high single digits in 2019-2021; -- Fitch expects EBITDA margins to decline in 2019 and thereafter to the high 70% range from nearly 82% in 2017 due to acquisitions of operating businesses and the low initial margins in the tower business (these margins improve as tenants are added); -- Fitch has assumed Uniti will continue to be acquisitive and that it will fund transactions with a mix of debt and equity that can maintain relatively stable credit metrics. No large acquisitions have been included in the forecast; -- Uniti will target long-term net leverage in the mid-5x range to 6x range; Fitch expects gross leverage to be in the high-5x range to 6x longer term (assuming no reduction in the master lease). Leverage is anticipated to come down modestly as dark fiber and small cell projects are completed and the contracted revenues come on-line; -- A reduction in the master lease, combined with a dividend reduction by Uniti, would lead to gross debt leverage in the low 6x range in the forecast period; -- Fitch expects net success-based capital spending just over $200 million in 2019. This is similar to levels under company guidance for 2018 and is in line with Uniti's 2018 net success-based capex guidance on spending for Uniti Fiber and Uniti Towers. Additional asset acquisitions in 2018 were accounted for as capex, including the $95 million TPx fiber network acquisition, the $31 million CableSouth acquisition and an undisclosed amount for the CenturyLink fiber acquisition. -- Recovery Rating: The recovery analysis assumes that Uniti would be considered a going concern in a bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. The revolver is assumed to be fully drawn. Uniti's going concern EBITDA is based on Fitch's expectations for 2018 results, reduced by a master lease reset at a level whereby Windstream's stressed EBITDA covers the lease payment to Uniti by 1.4x. Uniti's going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the valuation of the company. This leads to a post-reorganization EBITDA estimate of over $683 million. Enterprise Value Multiple: Post-reorganization valuation uses a 6.0x multiple. The 6.0x multiple reflects the high margin, large contractual backlog of revenues, and high asset value of the fiber networks. Fitch uses this multiple for other fiber based operators and there is a history of transactions at single-digit multiples or higher. Other communications infrastructure companies, such as tower operators, trade at EV multiples exceeding 20x, and the major geostationary satellite providers trade at EV multiples in the mid-6x to mid-9x range. The tower companies have lower asset risk and higher growth prospects leading to multiples in excess of 20x. Both satellite operators and tower operators have low churn as switching costs are high for customers (to avoid service disruptions). The recovery analysis produces a Recovery Rating of 'RR1' for the secured debt, reflecting strong recovery prospects (100%); the 'RR5' for the senior unsecured debt reflects the lower recovery prospects of the unsecured debt, given its position in the capital structure. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- The Negative Watch could be removed if there is clarity on Windstream's capital structure and master lease such that Uniti will not be materially affected; -- An upgrade from the current level could occur if gross debt leverage is expected to be sustained below 6.5x, FFO-adjusted leverage is sustained below 7.0x and/or FFO charge coverage is 2.3x or higher. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Prolonged, uncertain access to the capital markets; -- Gross debt leverage is expected to be sustained in the high 6x range or higher, FFO-adjusted leverage is sustained in the low to mid 7x range and/or FFO charge coverage is 2.0x or lower; -- Fitch has assumed the company will issue equity in 2019 (similar to past policies), as well as sell its Latin American tower business, to partially fund completed and expected acquisitions. Material delays in concluding these transactions could lead to a negative action; --In addition, if Windstream's rent coverage (EBITDAR - capex)/rents approaches 1.2x, a negative rating action could occur, but Fitch will also take into account Uniti's level of revenue and EBITDA diversification at that time. LIQUIDITY Solid Liquidity: Uniti's revolving credit facility (RCF, due 2020), which had $210 million available on Sept. 30, 2018, provides sufficient backstop for liquidity needs. Fitch expects Uniti will restore revolver availability following transactions by terming out borrowings over time through more permanent means of equity and debt funding. The company had $118 million in cash at Sept. 30, 2018. Subsequent to the end of the third quarter, Uniti used $31 million in funds to close the CableSouth Media, LLC acquisition and $54 million for the Information Transport Solutions, Inc. (ITS) transaction. Working capital needs for Uniti are quite low as the largest business segment, Leasing, works on a triple net lease basis although Fitch notes working capital needs have increased slightly as the company has acquired operating businesses that have higher annual operating expenses than the REIT and higher capital spending levels. The primary uses of liquidity will be to support the timing of the receipt of cash and the REIT-required level of distributions. Capital Spending: In 2018, net capex is expected to be just over $200 million, including integration capex, in comparison to net capex of $135 million in 2017 (net capex consists of gross capex less up-front payments from customers); gross capex in 2017 was $166 million. The 2018 acquisitions of TPx, CableSouth and the CenturyLink transaction are expected to be recorded in gross capital spending, thus Fitch estimates gross capex in 2018 was $391 million ($297 million was spent through the first nine months). Covenants: The principal financial covenants in the company's credit agreement require Uniti to maintain a consolidated secured leverage ratio of 5.0x. The company can also obtain incremental term loan borrowings or increased commitments in an unlimited amount as long as, on a pro forma basis, the consolidated secured leverage ratio does not exceed 4x. Maturities: Uniti's maturity profile is solid as, other than the RCF, which matures in late April 2020, there are no major maturities until 2022 when the $2.1 billion term loan matures. Capital Market Activities: To fund its acquisition activities, Uniti has supplemented debt offerings with equity to maintain a relatively balanced capital structure. In April 2017, the company raised approximately $499 million in net proceeds from a common stock issuance with the proceeds used to fund a portion of the cash consideration of the Southern Light and Hunt acquisitions. Uniti has an at-the-market (ATM) common stock offering program that allows for the issuance of up to $250 million of common equity to keep the capital structure in balance when funding capex in the tower or fiber operating businesses as well as to finance small transactions. Through Sept. 30, 2018, the company had issued approximately $65 million under the ATM program in 2018. In May 2017, an umbrella partnership REIT (UPREIT) structure was implemented, which will enable the company to acquire properties through the issuance of limited partnership interests in its operating partnership in an efficient manner. The acquisitions of Southern Light and Hunt, which closed on July 3, 2017, were partly funded by the issuance of operating partnership units. REIT-required distributions limit Uniti's ability to generate significant amounts of FCF. Capital intensity varies by business unit; in the leasing business, capital intensity is virtually non-existent as capex is the responsibility of the tenant. In the Fiber and Tower segments intensity is high as the company is in the process of completing projects in the Fiber segment and has an ongoing build program in the tower business. In 2018, net success-based capex in Uniti Fiber is expected to range from $120 million to $140 million (excluding $12 million and $5 million of integration and maintenance capex, respectively), and net success-based capex in Uniti Towers is expected to range from $65 million to $70 million. FULL LIST OF RATING ACTIONS Uniti Group Inc. -- Long-term Issuer Default Rating (IDR) downgraded to 'B' from 'B+'; Uniti Group L.P. -- Senior secured revolver, term loan and notes downgraded to 'BB/RR1' from 'BB+/RR1'; -- Senior unsecured notes downgraded to 'B-/RR5' from 'B/RR5'. UNITI GROUP: Searchlight Lowers Stake to 3.8% as of June 29 ----------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Searchlight CLS L.P. disclosed that as of June 29, 2018, it beneficially owns 6,715,800 shares of common stock or 3.8% of the issued and outstanding Common Stock of Uniti Group, Inc. Searchlight CLS GP, because of its position as the general partner of Searchlight CLS, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 6,715,800 shares of Common Stock. SC CLS, because of its position as a member of Searchlight CLS GP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 6,715,800 shares of Common Stock. Searchlight (FC), because of its position as a member of Searchlight CLS GP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 6,715,800 shares of Common Stock. Searchlight Capital II PV, because of its position as a member of Searchlight CLS GP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 6,715,800 shares of Common Stock. Searchlight Capital II GP, LP, because of its position as the general partner of SC CLS, Searchlight (FC) and Searchlight Capital II PV, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 6,715,800 shares of Common Stock. Searchlight Capital II GP, LLC, because of its position as the general partner of Searchlight Capital II GP, LP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 6,715,800 shares of Common Stock. A full-text copy of the regulatory filing is available for free at: https://is.gd/8EraBZ About Uniti Group Little Rock, Arkansas-based Uniti -- http://www.uniti.com/-- is an internally managed real estate investment trust engaged in the acquisition and construction of mission critical communications infrastructure, and is a provider of wireless infrastructure solutions for the communications industry. The Company is principally focused on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. As of Sept. 30, 2018, Uniti owns 5.4 million fiber strand miles, approximately 850 wireless towers, and other communications real estate throughout the United States and Latin America. Uniti reported a net loss attributable to common shareholders of $16.55 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $5.49 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, Uniti Group had $4.57 billion in total assets, $5.89 billion in total liabilities, $85.76 million in convertible preferred stock, and a total shareholders' deficit of $1.40 billion. * * * As reported by the TCR on Feb. 25, 2019, S&P Global Ratings lowered its issuer credit rating on Unti Group's Corporate Family Rating to 'CCC-' from 'CCC+'. The lower rating follows the downgrade of Uniti's principal leasing tenant, Windstream Holdings Inc. Also in February 2019, Moody's Investors Service downgraded downgraded Uniti Group Inc.'s corporate family rating (CFR) to Caa2 from Caa1 following the downgrade of Windstream Services, LLC (Windstream). V R ASHIRWAD: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- V.R. Ashirwad LLC seeks authorization from the U.S. Bankruptcy Court from the Western District of Texas to use cash collateral to continue its daily operations. The Debtor is or will be in possession of alleged cash collateral, which consists of cash and money on deposit in bank accounts, room charges and profits. The Debtor needs to utilize its cash collateral in order to continue to operate its business and to fund its plan. The Debtor has prepared a budget which provides total expenses of $41,618 per month. The Debtor believes these creditors assert an interest in the aforesaid cash collateral: (a) Khoj Enterprises, LTD, and (b) Ozona Bank. A copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/txwb19-50314-14.pdf About V R Ashirwad V R Ashirwad LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the owner and operator of the Days Inn Hotel located at 9403 Poteet Jourdanton Freeway, NCB 11074 Blk 104 Lot 16 (Britton Subdivision) valued at $1.29 million. V R Ashirwad LLC, d/b/a Days Inn Palo Alto, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-50314) on Feb. 12, 2019. The petition was signed by Dilipbhai Patel, managing member. The case is assigned to Judge Craig A. Gargotta. At the time of filing, the Debtor had $1,380,984 in assets and $1,872,859 in liabilities. The Debtor is represented by Todd J. Malaise, Esq., at Malaise Law Firm. VANGUARD OF MEMPHIS: April 9 Hearing on Disclosure Statement ------------------------------------------------------------ The hearing to consider approval of the disclosure statement explaining Vanguard of Memphis, LLC's Chapter 11 Plan of Liquidation will be held on April 9, 2019 at 9:00 a.m. The last day to file and serve written objections to the Disclosure Statement is fixed as April 1. The Debtor is a wholly owned subsidiary of Vanguard Healthcare LLC. As of the Petition Date, the Debtor owned and operated a long term care facility known as Poplar Point Health and Rehabilitation located at 131 North Tucker Street, Memphis, TN 37355. The Facility had approximately 169 beds for patients and approximately 172 employees and was managed by West Tennessee Management Associates, LLC, a wholly owned subsidiary of Vanguard Healthcare. By Order entered February 27, 2017, the Debtor obtained court permission to sell substantially all of its assets pursuant to an Asset Purchase Agreement dated February 10, 2017, with MED Healthcare Partners, LLC, for a gross purchase price of $9,550,000. This sale was closed as of June 15, 2017. Upon the closing of the sale, the Debtor ceased to operate as a going concern. Class 4 shall consist of all Unsecured Claims that are not otherwise included in another Class herein. Allowed Claims within this Class shall be paid Pro Rata, without interest, the net proceeds available to Distribution to Classes 2, 3 and 4 following the payment of Administrative Expenses, Liquidating Expenses and Priority Claims further described in Article IV herein. Class 1 Healthcare Financial Services are impaired. The Secured Claim of Healthcare Financial Services shall be deemed paid in full as HFS was paid $7,500,000 at Closing, which took place on or about June 15, 2017. HFS will receive no further Distribution under the Plan. Class 2 Personal Injury Claims are impaired. Class 2 shall consist of all Allowed Claims that are within the policy limits of that certain insurance provided by BHC-LTC Insurance Ltd with the Debtor in existence as of the Date of Filing shall be paid in full by BHC-LTC Insurance Ltd. To the extent that an Allowed Claim exceeds the policy limits, the amount of the Allowed Claim that exceeds the policy limits will be paid Pro Rata with the Class 3 and Class 4 Allowed Claims from the net proceeds available for Distribution to Classes 3 and 4 following the payment of Administrative Expenses, Liquidating Expenses and Priority Claims further described in Article IV herein. Class 3 Department of Health and Human Services and TennCare are impaired. The Allowed Claims in Class 3 shall be paid in the amount of $6,500,000, which is the amount approved by the U.S. District Court for the Middle District of Tennessee by Order Approving Settlement entered February 13, 2019. This Allowed Claim shall be paid Pro Rata, without interest, from the net proceeds available to Distribution to Classes 2, 3 and 4 following the payment of Administrative Expenses, Liquidating Expenses and Priority Claims further described in Article IV herein. Class 5 Interests in the Debtor are impaired. This Class will not receive any distribution. Upon the entry of a Final Decree, the Interests in the Debtor will be terminated. Pursuant to the Sale Order, Healthcare Financial Solutions was paid $7,500,000 to satisfy its lien in the assets of the Debtor and the remaining proceeds were used to pay required obligations under the asset purchase agreement. Attached hereto as Exhibit A is the closing statement showing the expenses paid at the closing of the Sale. Following the sale, the remaining proceeds in the amount of $1,440,869.58 were deposited in escrow at the Debtor's law firm. From this amount, an administrative expense was paid to Majestic Gardens at Memphis pursuant to the Order entered April 11, 2019 (Docket No. 2412 in Case No. 16-03296) in the amount of $501,300 plus allowed fees in the amount of $12,643.17. The current balance of the funds being held in escrow at Bradley is $939,569.56. A full-text copy of the Disclosure Statement dated February 28, 2019, is available at https://tinyurl.com/y684s7hb from PacerMonitor.com at no charge. Attorneys for Debtor: William L. Norton, III, Esq. BRADLEY 1600 Division St., Suite 700 Nashville, TN 37203 Tel: (615) 252-2397 Email: bnorton@bradley.com About Vanguard Healthcare Vanguard Healthcare, LLC, is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Lead Case No. 16-03296) on May 6, 2016. In the petition signed by CEO William D. Orand, Vanguard estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The cases are assigned to Judge Randal S. Mashburn. The Debtors hired Bradley Arant Boult Cummings LLP as bankruptcy counsel; BMC Group as noticing agent; and Stewart & Barnett, Ltd., and Maggart & Associates, P.C., as accountants. The U.S. Trustee appointed Laura E. Brown as patient care ombudsman for Vanguard Healthcare. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. Bass, Berry & Sims PLC serves as bankruptcy counsel to the committee. CohnReznick LLP is the committee's financial advisor. W RESOURCES: D. Murray Appointed as Liquidating Trustee ------------------------------------------------------- W Resources, LLC, filed a second amended and supplemented Chapter 11 Plan of Liquidation and accompanying disclosure statement to include: -- a portion on "definitions and interpretations used in the Plan;" and -- a portion on the employment of Harris T. Bourgeois to perform accounting and tax functions. The Debtor also disclosed that it disputed NCC's mortgage and $8,000,000 claim because it does not believe that there is any in rem or in personam liability associated with NCC's mortgage. NCC responded to the objection, vigorously disputing the Debtor's arguments based upon NCC's assertion of the plain text of the mortgage and the undisputed intent of the parties. The Debtor discloses that the Bankruptcy Court also appointed Dwayne M. Murray as the Liquidating Trustee. Class 8 - General Unsecured Claims are impaired. Class 8 consists of Allowed General Unsecured Claims. The Debtor and Liquidating Trust reserve the right to object to allowance or classification of any Class 8 Claims. Holders of Allowed Class 8 Claims shall receive one or more Distributions in accordance with Section 6.3 of the Plan. Class 1 - Priority Claims are impaired. Class 1 consists of two sub-classes. Class 1a consists of all Allowed Priority Non-Tax Claims, whereas Class 1b consists of all Allowed Priority Tax Claims. Holders of Allowed Priority Non-Tax Claim enjoy slightly higher priority than Holders of Allowed Priority Tax Claims. Accordingly, Holders of Allowed Priority Non-Tax Claims in Class 1a shall receive one or more Distributions in accordance with Section 6.3 of the Plan. Holders of Allowed Priority Tax Claims in Class 1b shall receive one or more Distributions immediately after Class 1a has been paid in full in accordance with Section 6.3 of the Plan. Classes 2-7 - Secured Claims are impaired. Classes 2-7 consist of identified Secured Claims in favor of specified claimants. The specific treatment will depend upon the ultimate sale and liquidation of the collateral securing any such Allowed Secured Claim. In essence, each specified Holder of an Allowed Secured Claim will maintain its lien upon any Collateral to the same extent and priority as existed prior to the filing of the petition. When Collateral securing such Allowed Secured Claim is liquidated, the Holder of such Allowed Secured Claim shall be paid in accordance with Section 6.3 of the Plan. Class 9 - Equity Interests are impaired. Class 9 consists of all Allowed Equity Interests. Holders of Allowed Class 9 Equity Interests shall receive one or more Distributions in accordance with Section 6.3 of the Plan. Funds needed to make Cash payments on the Effective Date under this Plan shall come from Trust Assets. A full-text copy of the Disclosure Statement dated February 25, 2019, is available at https://tinyurl.com/yy3yrnfb from PacerMonitor.com at no charge. About W Resources W Resources, LLC, is a privately-owned company in Baton Rouge, Louisiana, engaged in activities related to real estate. It is a holding company with a diverse set of raw and recreational land, farming and hunting operations, an aircraft hangar, oil and gas interests, and equity-based interests. W Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager, the Debtor estimated assets and liabilities of $50 million to $100 million each. The Debtor hired Stewart Robbins & Brown, LLC, as its legal counsel. Horne LLP serves as accountant. WESTERN HOST: Triangle Cayman Renews Bid to Prohibit Cash Use ------------------------------------------------------------- Triangle Cayman Asset Company 2 filed a second motion asking the U.S. Bankruptcy Court for the District of Puerto Rico to prohibit any and all use of the cash collateral and direct Western Host Associates, Inc. to deliver the cash collateral to Triangle. Pre-petition, the Debtor entered into various loan agreements with Triangle Cayman, pursuant to which Triangle Cayman provided certain credit facilities to the Debtor, secured by, among other things, a real estate collateral which operates as a hotel called Plaza de Armas Hotel in Old San Juan. As part of the Loan Documents and Collateral for the Loans, the Debtor granted Triangle Cayman a lien over all the insurance proceeds generated by the Real Estate Property. The Debtor listed Capital Crossing Puerto Rico, LLC, the loan servicer for Triangle Cayman, as a creditor in the total amount of $3,900,000. As a result, Triangle holds a perfected, first-priority Mortgage Deed over the Real Estate Collateral which is extensive to all the insurance proceeds for any damages sustained by the Real Estate. In addition, the Debtor has recognized the extent of Triangle's lien over the Cash Collateral, stating that "the Debtor acknowledges that in the course of this case once a payment over the structural damages has been received by Integrand, Debtor must move to the Court and request permission to use the cash collateral and provide adequate protection Capital Crossing." Moreover, Triangle notes that in light of its security interest over the insurance proceeds and status as loss payee of the insurance policy covering the Real Estate Collateral, any check issued for damages suffered by the Real Estate Collateral will be issued in Triangle's name. On Dec. 13, 2018, during the hearing held in the related Adversary Proceeding No. 18-00058, the Court directed Integrand Assurance Company LLC to consign the insurance proceeds in the total amount of $721,111.92. In addition, the Court granted Capital Crossing and the Debtor until Jan. 11, 2019 to inform the Court of the status of negotiations between the parties for the use of the cash collateral. Although the Parties met on Dec. 21, 2018 and conferred to determine whether a consensual resolution was possible, Triangle informs the Court that no agreement was reached between the parties for Debtor's use of the cash collateral. Also, as of Feb. 19, 2019, the Debtor has not requested an order authorizing the use of any Cash Collateral. Triangle has not consented and does not consent to the use of any of its Cash Collateral. Moreover, the Debtor has failed to provide adequate protection to Triangle. Thus, Triangle is justifiably concerned that, unless explicitly and clearly prohibited by the Court, the Debtor will use its Cash Collateral. Accordingly, since the insurance proceeds were now consigned with the Court, Triangle requests an order disbursing the insurance proceeds consigned in the Court to Triangle. About Western Host Associates Western Host Associates, Inc., owns a four-story commercial hotel building located at 202 San Jose Street, Old San Juan, Puerto Rico. The hotel is currently non-operational and is valued by the company at $1.35 million. The company previously sought bankruptcy protection on Nov. 14, 2012 (Bankr. D.P.R. Case No. 12-09093) and on May 19, 2011 (Bankr. D.P.R. Case No. 11-04152). Western Host Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-02696) on May 15, 2018. In the petition signed by Luis Alvarez, president, the Debtor disclosed $1.36 million in assets and $4.82 million in liabilities. Judge Brian K. Tester oversees the case. The Debtor tapped Gratacos Law Firm, PSC, as its legal counsel and the Law Offices of Jose R. Olmo-Rodriguez, as special counsel. WVSV HOLDINGS: Creditor 10K Wants to Implement Confirmed Plan ------------------------------------------------------------- 10K, LLC, creditor of WVSV Holdings, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize (i) it to implement the Confirmed Plan of Reorganization in the case; and (ii) the sales procedure to be conducted to sell all of the Debtor's property. The litigation referenced and acknowledged in the Plan has now been completed, and claims are now liquidated and ready for satisfaction according to the terms of the Confirmed Plan. The Bankruptcy Court should order, consistent with its retained jurisdiction, that Estate property be disposed of to satisfy claims as is necessary to implement the Plan. On May 14, 2012, WVSV filed its petition for relief under Chapter 11 of the U.S. Bankruptcy Code. The property of the bankruptcy estate consisted primarily of its claimed interest in approximately 12,960 acres of raw land described in the bankruptcy case as Tract A (approximately 1,556.5 acres held in fee simple), Tract B (1,445.5 acres held in the dual beneficiary senior trust), and Tract C(9,957 acres held in the dual beneficiary junior trust). the sale of the Debtor's claimed interest in approximately 12,960 acres of raw land described as Tract A (approximately 1,556.5 acres held in fee simple), Tract B (1,445.5 acres held in the dual beneficiary senior trust), and Tract C (9,957 acres held in the dual beneficiary junior trust), to The property of the bankruptcy estate consisted primarily of WVSV's claimed interest in Tracts A, B, and C. On Aug. 27, 2013, Creditor 10K filed its Creditor's First Amended Plan of Reorganization Dated August 2013, which was confirmed as amended by the entry of the Court's Amended Order Confirming Creditor's First Amended Plan of Reorganization dated August 2013 on March 13, 2014. Incorporated into the Confirmed Plan is a Settlement Term Sheet dated March 6, 2014 between WVSV Holdings, LLC and 10K, LLC. Pursuant to the Confirmed Plan, the bankruptcy estate's interest in 855 acres of real property in Tract A was sold to Plan Proponent 10K, with the sale used to satisfy in full only certain allowed claims. Specifically, allowed claims were satisfied as follows: a. Class 1 - KPHV Claim: paid in full through distribution of 855-acre sale proceeds. b. Class 2 - 10K Judgment Claim: satisfied in full through credit against 855-acre sale price. c. Class 3 – General Unsecured Claims: paid in full through distribution of 855-acre sale proceeds. d. Class 7 – Administrative Claims: 10K's payment of post-petition interest was satisfied in full through credit against 855-acre sale price; Other allowed administrative claims were paid in full through distributions of 855-acre sale proceeds. e. Class 9 - Maricopa County Secured Tax Claim – paid in full through distribution of 855- acre sale proceeds. f. Class 10 – Hansen Foundation Claim: paid in full through distribution of 855-acre sale proceeds. The following claims were not satisfied by the sale of the 855 acres, and were to be resolved after liquidating such claims by completion of the State Court Litigation: a. Class 4 – 10K Claim under First American Title Trust #8436: Allowed by the Confirmed Plan but received no distributions at the time of confirmation pending resolution of the State Court Litigation. The balance due is approximately $45 million and is secured by a beneficial interest in Tract C – the junior trust property, and a subordinate beneficial interest in Tract B – the Senior Trust property. b. Class 5 – Pacific Coach Claim under First American Title Trust #8435: Class 5 Claimants received an initial distribution from sale proceeds to cure and reinstate any default, and subsequent distributions from reserves that were held back from the sale proceeds. The current principal balance owed by the estate to Class 5 creditors is approximately $4,651,542, and is secured by a first beneficial interest in First American Title Trust #8435 with a lien against Tract B. 10K's lien against the Senior Trust Property is junior in priority to the Class 5 Claim. c. Class 6 – 10K Litigation Claim: This claim was liquidated by a judgment entered on Jan. 10, 2017 in the State Court Litigation. As of Jan. 31, 2019, the judgment balance including interest is approximately $81,878,117. d. Class 8 – Equity Holders: not entitled to any distributions unless all other claims are paid in full. The purpose of the Confirmed Plan, after the sale of 855 acres and use of the sales proceeds to satisfy third-party claims, was to maintain the status quo pending the liquidation of claims by the State Court Litigation between 10K and the WVSV, when the remaining claims and property could then be administered. On Jan. 10, 2017, judgment was entered in favor of 10K and against WVSV in the state court litigation, thereby liquidating 10K's Class 6 claim in the principal balance of $67,509,364, plus attorneys' fees and costs, plus accruing interest until paid in full. As of Jan. 31, 2019, the aggregate amount due and owing to 10K on the Judgment was approximately $81,878,117. To date, only 855 acres (6.6% of the original 12,960 acres) have been used to satisfy creditors' claims, and less than $11 million in claims have been satisfied (less than 7.6% of all claims). The still unsatisfied, but now liquidated, Class 4 and Class 6 claims of 10K and Class 5 claim of Pacific Coach total more than $130 million. The Plan provides that the real property in Tracts A, B, and C as well as any personal property of the Debtors will remain part of the Bankruptcy Estate, subject to later disposition after liquidation of the claims by the State Court. Now that the claims have been liquidated, it is appropriate for the Court to enter further orders pursuant to Section 1142 for disposition of property sufficient to satisfy claims. The claims of the Class 6 creditors have now been resolved and liquidated. The Estate is now required to implement the Plan by effectuating payment to such creditors before the Plan could be substantially consummated. 10K moves the Court to begin a process for a sale of assets in the Bankruptcy Estate, free and clear of liens, to the highest and best bidder. It believes the bid for such Property should start with the following: A. A sale of Tracts B and C to 10K for a credit bid of its Class 4 Secured Claim, plus a credit against its Class 6 Claim, in an amount to be file with the Court at least 15 days prior to the sale. 10K will purchase such property subject to the secured claim of Pacific Coach. In conjunction with such sale, 10K will agree to pay all closing costs, as well as pay any accrued and unpaid administrative expenses of the Bankruptcy Estate up to $25,000. Administrative expenses of the Bankruptcy Estate include U.S. Trustee fees necessary to administer the Estate but do not include post-confirmation attorney's fees or expenses of the Debtor, which are not part of, nor do they encumber the Estate. In determining the highest and best bidder, the Court is required to consider the highest and best offer as it impacts creditors of the Estate pursuant to the Confirmed Plan. To the extent other bidders wish to bid on the property, 10K reserves the right to add a credit against its Class 6 Claim, as part of the purchase price, in its discretion. B. A sale of the remaining real property of Tract A, along with any other personal property in the Bankruptcy Estate, to 10K for a credit on its Class 6 Claim in an amount to be filed with the Court at least 15 days prior to the sale. In determining the highest and best bidder, the Court is required to consider the highest and best offer as it impacts creditors of the Estate pursuant to the Confirmed Plan. In this instance, 10K would agree that in exchange for a transfer of the remaining real property assets in Tract A (approximately 700 acres) along with all personal property of the Debtors, to 10K free and clear of liens, it would credit the Estate $4.2 million on its Class 6 Claim. To the extent other bidders wish to bid on the property, 10K reserves the right to increase the credit provided against its Class 6 Claim, in its discretion. C. The Court should order the transfer of Breycliffe parcels 2, 4, 5, 6, and 7 which exist in Tract A and B to Breycliffe, or its assign, necessary to effectuate the Breycliffe Settlement dated March 31, 2008 (approximately 147 acres). The Debtor should be ordered to transfer such properties as soon as practicable, but in any event within 30 days from the Court's order. Included in the Court's order should be a direction for the Debtor to sign any and all documents required to affect such transfers. The Court, as part of ordering the disposition of the remaining Estate property, should establish the parameters of a sale process, including who qualifies as a bidder, the manner to submit a bid, bid increments, and the date for a sale. 10K proposes the following terms and parameters for the Court's consideration: A. In order to be a qualified bidder any party other than 10K should demonstrate an ability to close within 30 calendar days from Court approval. To that end, before any party should be allowed to bid, they must demonstrate available liquid funds in an amount no less than $1 million and an unqualified commitment for funding sufficient to close the sale in the amount of their bid. Before a bidder may actually present a bid, they should be required to deposit funds into an Escrow at First American Title in an amount of not less than $250,000. B. The sales should be completed at an open hearing before the Court, whereupon the Court will ask for higher and better bids. Bid increments should increase on Tracts B and C in an amount of at least $250,000 each. The bid increments should increase with regard to Tract A in increments of at least $100,000. C. Within 48 hours of Court approval of a party other than 10K as the successful bidder, such party must deposit into Escrow additional funds so that a total of 10% of the purchase price has been deposited. The initial $250,000 deposit may be used toward this obligation. This deposit will be non-refundable and forfeited if the sale does not timely close. D. Any successful bidder for the Property must close the sale, and pay all funds required to close in cash, within 30 calendar days of the Court's order approving the sale. If the sale is not closed within such time, the escrow amount deposited will be deemed forfeited and an asset of the Bankruptcy Estate. E. Because all offers will be evaluated as to which is the highest and best in the context of post-confirmation effectuation of a Confirmed Plan, the highest and best offer should be determined by evaluating the greatest impact to the allowed creditors of the Estate, and according to the priority of their claims. To that end, the impact on 10K’s Class 6 Claim, including any waiver of such claim by 10K, does constitute a benefit to the Estate. 10K reserves the right to increase its bid for both Tract B and C, and for Tract A, by offering additional credits against its Class 6 Claim in conjunction with the sale of property. F. The Court should set a hearing for the two sales of property, 60 days after the order approving this Motion, during which time higher and better bids can be submitted. 10K asserts this amount of time is sufficient because the Confirmed Plan has been public and known by parties since at least 2013, and because the sales procedure allows 30 days after Court approval for a party to close. Such period is reasonable and sufficient under the circumstances to constitute a commercially reasonable sale. Counsel for 10K: Michael McGrath, Esq. David J. Hindman, Esq. MESCH CLARK ROTHSCHILD 259 North Meyer Avenue Tucson, Arizona 85701 Telephone: (520) 624-8886 Facsimie: (520) 798-1037 E-mail: ecfbk@mcrazlaw.com mmcgrath@mcrazlaw.com dhindman@mcrazlaw.com - and - Daniel Dowd, Esq. Daniel Durchslag, Esq. COHEN DOWD QUIGLEY, P.C. 2425 E. Camelback Road, Suite 1100 Phoenix, AZ 85016 Telephone: (602) 252-8400 Facsimile: (602) 252-5339 E-mail: ddowd@CDQlaw.com ddurchslag@CDQLaw.com About WVSV Holdings W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant land in Buckeye, Arizona, filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in Phoenix. It claims that the three tracts of land planned for "future development" are worth $120 million and secure $57.3 million in debt. The Debtor disclosed $120.04 million in total assets and $57.35 million in total liabilities in its schedules. West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe, LLC, owns the remaining 25%. Judge Redfield T. Baum, Sr., oversees the case. Michael W. Carmel, Esq., serves as the Debtor's counsel. Lee Allen Johnson, manager of West Valley Ventures, manager, signed the petition. The U.S. Trustee has not appointed an official committee of unsecured creditors in the Debtor's case because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. XENETIC BIOSCIENCES: Obtains $3MM Proceeds from Stock Offering -------------------------------------------------------------- Xenetic Biosciences, Inc., entered into a securities purchase agreement on March 5, 2019, with certain purchasers who are parties to the Purchase Agreement, pursuant to which the Company offered to the Purchasers, in a registered direct offering, an aggregate of (i) 1,040,000 shares of common stock, par value $0.001 per share and (ii) pre-funded warrants to purchase 509,000 shares of Common Stock. The Pre-Funded Warrants will be exercisable at an exercise price of $0.001 per share. The Shares were sold at a price of $2.00 per share and the Pre-Funded Warrants were sold at a price of $1.999 per Pre-Funded Warrant, which represents the per share purchase price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant. Aggregate gross proceeds to the Company were approximately $3.1 million, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares and Pre-Funded Warrants were offered by the Company pursuant to an effective shelf registration statement on Form S-3, which the Company originally filed with the Securities and Exchange Commission on Sept. 27, 2018, and was declared effective on Oct. 12, 2018 (File No. 333-227572). In a concurrent private placement, the Company also sold to the Purchasers a warrant to purchase one share of the Common Stock for each Share and Pre-Funded Warrant purchased in the offering, representing warrants to purchase up to 1,549,000 shares of the Common Stock. The Purchase Warrants will be exercisable beginning on Sept. 8, 2019 at an exercise price of $2.25 per share and expire on the seven year anniversary of the Initial Exercise Date. The exercise price of the Purchase Warrants and the number of shares of the Common Stock issuable upon the exercise of the Purchase Warrants are subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Purchase Warrants. The Purchase Warrants will be exercisable on a "cashless" basis in certain circumstances. The Purchase Warrants and the Purchase Warrant Shares have not been registered under the Securities Act of 1933, as amended, and instead are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Company has agreed to file a registration statement to register the resale of the Purchase Warrant Shares within 90 days of the date of the Purchase Agreement and to obtain effectiveness of such registration statement within 181 days following the closing of the offering. Each Purchaser is an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Maxim Group LLC acted as the sole placement agent for the Company, in connection with the offering. Pursuant to an engagement agreement between the Company and the Placement Agent, the Placement Agent received a cash fee of 7.0% of the gross proceeds paid to the Company in the offering and reimbursement of certain out-of-pocket expenses. On March 7, 2019, the Company closed the registered direct offering and concurrent private placement and delivered the Shares, Pre-Funded Warrants and Purchase Warrants to the Purchasers. About Xenetic Biosciences Lexington, Massachusetts-based Xenetic Biosciences, Inc., is a clinical-stage biopharmaceutical company focused on the discovery, research and development of next-generation biologic drugs and novel orphan oncology therapeutics. Xenetic's lead investigational product candidate is oncology therapeutic XBIO-101 (sodium cridanimod) for the treatment of progesterone resistant endometrial cancer. Xenetic incurred a net loss of $3.59 million in 2017 compared to a net loss of $54.21 million in 2016. As of Sept. 30, 2018, the Company had $15.53 million in total assets, $4.23 million in total liabilities and $11.29 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. YUMA ENERGY: Appoints New Chief Restructuring Officer ----------------------------------------------------- Anthony C. Schnur was appointed as chief restructuring officer of Yuma Energy, Inc., on March 1, 2019. Mr. Schnur, age 53, has served as managing director of Capodian, LLC since September 2017. From December 2012 through June 2017, Mr. Schnur was a director and chief executive officer of Camber Energy, Inc. (formerly Lucas Energy, Inc.). Mr. Schnur also served as chief financial officer of Camber from November 2012 to April 2013 and interim chief financial officer from September 2013 to August 2016. From January 2010 through October 2012, Mr. Schnur served as chief financial officer of Chroma Oil & Gas, LP, a private equity backed E&P with operations in Texas and Louisiana. From August 2015 through December 2016, Mr. Schnur served on the Board of Directors of Tombstone Exploration Corporation, an exploration and development company, located within the historic Tombstone Mining District, Cochise County, Arizona. Mr. Schnur obtained a Bachelor of Science in Business Administration in Finance from Gannon University in 1987 and a Masters of Business Administration from Case Western Reserve University in 1992. Mr. Schnur is a member of the Independent Petroleum Association of America; Texas Independent Producers & Royalty Owners Association; and the ADAM-Houston, Acquisitions and Divestitures Group. Mr. Schnur will receive an annual base salary of $240,000, health insurance benefits and the ability to earn a cash bonus payable in three installments of 5%, 10% and 10% of his base salary after four months, eight months and twelve months, respectively. Mr. Schnur would also receive a bonus in the event of the Company's successful completion of certain transactions. Since the beginning of the Company's last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Mr. Schnur had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. The Company has entered into an indemnification agreement with Mr. Schnur pursuant to which the Company agreed to indemnify Mr. Schnur in connection with claims brought against him in his capacity as an officer of the Company. The Indemnification Agreement also provides, among other things, certain expense advancement rights in legal proceedings so long as Mr. Schnur undertakes to repay the advancement if it is later determined that he is not entitled to be indemnified. About Yuma Energy Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company's operations have focused on onshore properties located in central and southern Louisiana and southeastern Texas where it has a long history of drilling, developing and producing both oil and natural gas assets. More recently, the Company has begun acquiring acreage in Yoakum County, Texas, with plans to explore and develop oil and natural gas assets in the Permian Basin. The Company has operated positions in Kern County, California, and non-operated positions in the East Texas Woodbine and the Bakken Shale in North Dakota. Its common stock is listed on the NYSE American under the trading symbol "YUMA." Yuma incurred a net loss attributable to common stockholders of $6.80 million in 2017, following a net loss attributable to common stockholders of $42.65 million in 2016. As of Sept. 30, 2018, the Company had $83.34 million in total assets, $47.58 million in total current liabilities, $11.31 million in total other non-current liabilities, and $24.44 million in total equity. Liquidity and Capital Resources The Company's primary and potential sources of liquidity include cash on hand, cash from operating activities, borrowings under its revolving credit facility, proceeds from the sales of assets, and potential proceeds from capital market transactions, including the sale of debt and equity securities. The Company's cash flows from operating activities are subject to significant volatility due to changes in commodity prices, as well as variations in its production. The Company is subject to a number of factors that are beyond its control, including commodity prices, its bank's determination of its borrowing base, production declines, and other factors that could affect its liquidity and ability to continue as a going concern. As of Sept. 30, 2018, the credit facility had a borrowing base of $35.0 million. On Oct. 9, 2018, the Company received a notice and reservation of rights from the administrative agent under its Credit Agreement advising that an event of default has occurred and continues to exist by reason of the Company's noncompliance with the liquidity covenant requiring it to maintain cash and cash equivalents and borrowing base availability of at least $4.0 million. As a result of the default, the lenders may accelerate the outstanding balance under the Credit Agreement, increase the applicable interest rate by 2.0% per annum or commence foreclosure on the collateral securing the loans. As of Nov. 14, 2018, the lenders have not accelerated the outstanding amount due and payable on the loans, increased the applicable interest rate or commenced foreclosure proceedings, but they may exercise one or more of these remedies in the future. The Company intends to commence discussions with the lenders under the Credit Agreement concerning a forbearance agreement or waiver of the event of default; however, there can be no assurance that the Company and the lenders will come to any agreement regarding a forbearance or waiver of the event of default. The Company initiated several strategic alternatives to mitigate our limited liquidity, its financial covenant compliance issues, and to provide it with additional working capital to develop its existing assets. During the second quarter of 2018, the Company agreed to sell its Kern County, California properties for $4.7 million in gross proceeds and the buyer's assumption of certain plugging and abandonment liabilities of approximately $864,000, and received a non-refundable deposit of $275,000. The sale did not close as scheduled, and the buyer forfeited the deposit. The Company currently anticipates that it will close the sale with the same buyer in the fourth quarter of 2018 on re-negotiated terms. Upon closing, the Company anticipates that the majority of the proceeds will be applied to the repayment of borrowings under the credit facility; however, there can be no assurance that the transaction will close. On Aug. 20, 2018, the Company sold its 3.1% leasehold interest consisting of 9.8 net acres in one section in Eddy County, New Mexico for $127,400. On Oct. 23, 2018, the Company sold substantially all of its Bakken assets in North Dakota for approximately $1.16 million in gross proceeds and the buyer's assumption of certain plugging and abandonment liabilities of approximately $15,200. The Bakken assets represent approximately 12 barrels of oil equivalent per day of its production in the third quarter. On Oct. 24, 2018, the Company sold certain deep rights in undeveloped acreage located in Grady County, Oklahoma for approximately $120,000. Proceeds of $1.0 million from these non-core asset sales were applied to the repayment of borrowings under the credit facility in October 2018, bringing the current outstanding balance and borrowing base under the credit facility to $34.0 million, with the balance of the proceeds used for working capital purposes. In addition, the Company has reduced its personnel by nine employees since Dec. 31, 2017, a 26% decrease. This brings the Company's headcount to 25 employees as of Sept. 30, 2018. The Company have taken additional steps to further reduce its general and administrative costs by reducing subscriptions, consultants and other non-essential services, as well as eliminating certain of its capital expenditures planned for 2018. On Oct. 22, 2018, the Company retained Seaport Global Securities LLC as its exclusive financial advisor and investment banker in connection with identifying and potentially implementing various strategic alternatives to improve its liquidity issues and the possible disposition, acquisition or merger of the Company or its assets. "We plan to take further steps to mitigate our limited liquidity, which may include, but are not limited to, further reducing or eliminating capital expenditures; selling additional assets; further reducing general and administrative expenses; seeking merger and acquisition related opportunities; and potentially raising proceeds from capital markets transactions, including the sale of debt or equity securities. There can be no assurance that the exploration of strategic alternatives will result in a transaction or otherwise improve our limited liquidity," the Company stated in its Quarterly Report for the period ended Sept. 30, 2018. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. 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