/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190410.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 10, 2019, Vol. 23, No. 99 Headlines AIR CANADA: Fitch Hikes Issuer Default Rating to BB, Outlook Stable ALLIANCE COUNSELING: Seeks Authority to Use Cash Collateral ALPHA DOMINCHE: Texas Brewing to Hold Auction on April 29 AMERIQUEST SECURITY: Seeks Court Approval of Plan Outline APEX CLEANING: United to Get $6,600 Per Month at 6.86% ARCIMOTO INC: Provides 2018 Financial Results & Corporate Update ARGOS THERAPEUTICS: Taps Hughes Pittman to Provide Tax Services ASCENA RETAIL: S&P Cuts Issuer Credit Rating to 'B-'; Outlook Neg. B SQUARE BURGER: U.S. Trustee Unable to Appoint Committee B SQUARE BURGER: U.S. Trustee Unable to Appoint Committee BLACKSTONE MORTGAGE: Moody's Gives Ba2 CFR & Rates Term Loan B Ba2 BLACKSTONE MORTGAGE: S&P Assigns 'BB-' ICR; Outlook Stable BLUE DIAMOND: Addresses W. Va. Lottery's Plan Outline Objection BROOKC LLC: New Plan Discloses Operating Business Name BYRD RESTAURANTS: U.S. Trustee Unable to Appoint Committee CACTUS CIRCLE: Taps Barton Benson as Consultant CACTUS CIRCLE: Taps First American as Real Estate Broker CAH ACQUISITION: DOJ Watchdog Seeks Ch. 11 Trustee Appointment CIFGO INC: Unsecureds to Receive $42K Under Proposed Plan CURVATURE INC: S&P Cuts ICR to 'SD' on Distressed Debt Exchange CYTORI THERAPEUTICS: Incurs $2.2 Million Net Loss in Fourth Quarter CYTORI THERAPEUTICS: Will Sell its UK Subsidiary to Lorem DELTA AGGREGATE: U.S. Trustee Unable to Appoint Committee DELTA DUCK: May 14 Plan Confirmation Hearing DELTA MATERIALS: U.S. Trustee Unable to Appoint Committee DOVETAIL GALLERY: Taps Felix & Gloekler as Accountant EX-TITANIC CORP: Seeks to Hire Exit Frontier as Realtor EX-TITANIC CORP: Seeks to Hire Robert Mayerovic as Special Counsel EYEPOINT PHARMACEUTICALS: Guggenheim Underwrites Stock Offering FACTORY DIRECT LOGISTICS: May Use Cash Collateral on Interim Basis FIELDPOINT PETROLEUM: Extends Forbearance Agreement Until June 30 FIRSTENERGY SOLUTIONS: Inter-Debtor Claimants to Recoup Only 13.3% FRANK THEATRES: Taps Paragon Management as Real Estate Advisor GOD'S CHURCH INTERDENOMINATIONAL: Unsecureds to Get $100 Per Month GREENPARTS INTERNATIONAL: Seeks Authority to Use Cash Collateral HALLUCINATION MEDIA: Taps W. Bart Meacham as Special Counsel HERITAGE DISPOSAL: Taps Huston & Higgins as Special Counsel HIRAM COLLEGE, OH: S&P Alters Outlook to Pos. on Stable Enrollment HOUSE OF FLOORS: To Pay Unsecureds $4K Quarterly Over 3 Years HOYT CONTRACTORS: Seeks to Hire Financial Expert IACCARINO INC: CPDR Objects to Disclosure Statement, Plan IG INVESTMENTS: Moody's Lowers CFR to B3, Outlook Remains Stable IGLESIA CASA DE ADORACION: Plan, Disclosures Hearing Set for May 8 INNOVATIVE MATTRESS: Sale of All Assets to Tempur World Approved INSCOPE INT'L: $5.2M Sale of All Assets to Infinisource Approved INTEGRATED STRUCTURES: May 14 Hearing on Disclosure Statement J. LEVINE AUCTION: U.S. Trustee Appoints 4-Member Committee JAMES M. AMOR: Chateau Farms Buying New Holland Property for $620K JJ BELLA: PA DOR Opposes Approval of Plan Outline JLAN PROPERTIES: Modifies Treatment of Priority Unsecured Claimants JTJ RESTAURANTS: U.S. Trustee Unable to Appoint Committee JUSTICE FARMS: Plan Outline is Erroneous, FSA Complains KEAST ENTERPRISES: Sale of 50% Interest in Farm/Wet Corn Approved KOSMOS ENERGY: Fitch Gives Final 'BB/RR2' Rating to $650MM Notes KOSTAS ROUSTAS: $2M Sale of Mount Laurel to Karistos Okayed KW1 LLC: May 14 Hearing on Disclosure Statement Set LA PAZ COUNTY IDA, AZ: S&P Affirms 'BB' Long-Term Rev. Bond Rating LARRY CARR: Directed to File Plan, Disclosures Before June 20 LAWN ADVISORY: Unsecured Creditors to Get 10% Under Plan LAYFIELD & BARRETT: Trustee Selling Park City Condo Units for $275K LAZARUS HOLDINGS: $1.8M Sale of Lutz Property to Tampa Approved LINDLEY FIRE: Seeks to Hire Force Ten as Investment Banker LSCS HOLDINGS: S&P Lowers ICR to 'B-' on Integration Headwinds M.D. MILLER: Seeks Until May 15 to File Plan, Disclosures MARITECH ATM: April 11 Meeting Set to Form Creditors' Panel MEDIACOM COMMUNICATIONS: S&P Raises ICR to 'BB+'; Outlook Stable MICHAEL HANCOCK: Sale of Petal Property to Josh Hancock Approved MONITRONICS INT'L: Moody's Cuts CFR to Ca & 1st Lien Loan to Caa3 MURRAY GROUP: May Continue Using Cash Collateral Until April 12 NATEL ENGINEERING: S&P Assigns 'B+' ICR on Refinancing NEIMAN MARCUS: Extends TSA Joinder Deadline NEOVIA LOGISTICS: Moody's Assigns Caa1 CFR, Outlook Stable NEW FORTRESS: S&P Affirms 'B' ICR; Ratings Withdrawn NORTHERN BOULEVARD: Seeks Access to Volkswagen Cash Collateral NOVABAY PHARMACEUTICALS: Register 2.76 Million Shares for Resale NOVABAY PHARMACEUTICALS: Wins $5M in Investments to Support Avenov NPC INT'L: Moody's Cuts CFR to 'B3' & 1st Lien Loans to 'B2' OAKLAND PARK: MTTL Objects to Shareholder Disclosure Statement OREXIGEN THERAPEUTICS: K. Khoja Class Action Suit Disclosed in Plan PAUL ALAN SHUGART: U.S. Trustee Appoints 2-Member Committee PAUL F. SMITH: Seeks Court Approval to Hire Accountant PAYLESS HOLDINGS: Committee Taps Pachulski as Lead Counsel PAYLESS HOLDINGS: Committee Taps Province as Financial Advisor PENOBSCOT VALLEY HOSPITAL: Seeks to Hire Berry Dunn as Accountant PERNIX SLEEP: Committee Hires Akin Gump as Lead Co-Counsel PERNIX SLEEP: Committee Hires Potter Anderson as Co-Counsel PERNIX SLEEP: Committee Hires Province as Financial Advisor PG&E CORP: Court Approves Stock Transfer Protocols PHOEBEN INC: U.S. Trustee Unable to Appoint Committee PILOT TRAVEL: S&P Affirms 'BB+' Issuer Credit Rating; Off UCO PQ CORP: Moody's Raises CFR & Secured Debt Ratings to 'B1' PREFERRED CARE: Asks Court to Approve Amended Plan Outline PROSPECT MEDICAL: S&P Alters Outlook to Neg. on Higher Leverage QUICKLAB CORPORATION: Seeks to Hire Johnson Pope as Counsel REGDALIN PROPERTIES: Trustee's $3M Burbank Property Sale Approved REMARKABLE HEALTHCARE: Committee Objects to Disclosure Statement REMARKABLE HEALTHCARE: Court Denies Ch. 11 Trustee Appointment Bid REMARKABLE HEALTHCARE: Plan Discloses Agreement with Comerica Bank RENAISSANCE HEALTH: Seeks to Hire Furr Cohen as Counsel RIVERA FAMILY: $1.2M Sale of Onalaska Property to Phillips Approved RODAN & FIELDS: S&P Lowers ICR to 'B+' on Higher Leverage SCHUMACHER GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR SERVPRO BORROWER: Moody's Gives B3 CFR & B2 1st Lien Debt Rating SHEA HOMES: S&P Affirms 'B+' Issuer Credit Rating; Outlook Stable SKYMARK PROPERTIES: Seeks to Hire Bull Realty as Leasing Agent SPECTRUM BRANDS: S&P Leaves B+ Rating on Sr. Unsec. Debt Unchanged SRI HOLDINGS: $335K of Columbia Condo Unit 309 to Liggins Approved ST. STEPHEN'S CHURCH: Taps Craig Dwyer as Bankruptcy Attorney STGC HOLDINGS: Seeks to Hire Buechler Law as Counsel STORE IT REIT: $4.7M Sale of Katy Property to Public Storage Okayed STRIDE ACADEMY, MN: S&P Withdraws 'D' 2016A Lease Rev. Bond Rating THEAG NORTH: Seeks to Hire Hayward & Associates as Counsel THOMAS APPLIANCE: Creditor INXS Objects to $200K Sale of All Assets TINA JONES: $1.6M Sale of Rutherford Property to Richland Approved TINA MARIE WHITE: $375K Sale of Groesbeck Property to Carters OK'd TRESHA-MOB LLC: Proposed Auction Sale of All Assets Approved TRIDENT CRATING: U.S. Trustee Unable to Appoint Committee U & J CAFE: $140K Sale of Large Portion of Resto Assets Partly OK'd UPLIFT RX: Hires BMC Group as Solicitation Agent VAQUERIA ORTIZ: Seeks to Hire Homel Justiniano as Attorney VEREIT INC: Fitch Affirms Preferred Stock at 'BB', Outlook Stable VERTIV INTERMEDIATE: Moody's Lowers CFR to Caa1, Outlook Still Neg. VETERANS HOUSING: Rental Income to Fund Proposed Plan VIZIENT INC: Moody's Rates New $1.6 Billion Credit Facilities 'Ba3' VIZIENT INC: S&P Raises ICR to 'BB-'; Outlook Stable W RESOURCES: Sabine Buying All Mineral Servitudes for $4.4 Million WAGGONER CATTLE: Seeks to Hire Hallman & Berry as Accountant WALDEN PALMS: Seeks to Hire Glickstein Laval as Accountant WARRIACH INC: Unsecureds to Get $2,500 Per Month for 60 Months WAYPOINT LEASING: May 17 Claim Filing Deadline Set WEATHERLY OIL: $12M Sale of Interest in Non-Op Assets Approved WEATHERLY OIL: $6.15M Sale of Interest in Texas Assets to BRG OK'd WESTMORELAND COAL: Tender Offer Disclosed in New WMLP Debtors Plan WILLOWOOD USA: Committee Taps CKR Law as Lead Counsel WILLOWOOD USA: Committee Taps Kutner Brinen as Co-Counsel WRENCH GROUP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable YEAMAN MACHINE: Hires Three Twenty-One as Business Broker YEAMAN MACHINE: Seeks Authority to Use IRS Cash Collateral ********* AIR CANADA: Fitch Hikes Issuer Default Rating to BB, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has upgraded Air Canada's Issuer Default Rating (IDR) to 'BB' from 'BB-'. The Rating Outlook is Stable. Fitch has also upgraded certain subordinated tranches of the company's EETC transactions and affirmed other tranches. The ratings upgrade is supported by improvements to Air Canada's balance sheet, the evolution of its business model through its international expansion, and management's public commitment to conservative financial policies. Fitch expects the company's credit metrics will continue to improve over the intermediate term as management focuses on reducing leverage and growing operating margins. The Stable Outlook incorporates macroeconomic concerns and the potential for market weakness if economic conditions were to soften. However, Air Canada's ratings may still trend higher over the longer term based on expectations for improving FCF generation as its capital spending declines following peak levels in 2016 and 2017 due to fewer scheduled deliveries of expensive widebody aircraft. The prospect of higher ratings also reflects improvements made in Air Canada's cost structure in recent years and manageable unit cost pressures through Fitch's forecast period. Fitch's primary concerns include the possibility of slowing macroeconomic growth potentially weakening the demand for air travel. Competition is always a concern with Westjet making an effort to establish itself as more of a network carrier and ultra low-cost carriers attempting to grow in Canada. Other concerns are typical for the airline industry and include the possibility of rising fuel prices, cyclicality, high operating leverage, and exposure to exogenous shocks. Fitch is monitoring the potential impact on Air Canada of the global grounding of the 737 MAX fleet. However, Air Canada's credit profile reflects the ability to withstand business interruptions without material damage. KEY RATING DRIVERS Financial Targets are Credit Positive Air Canada pulled forward the date that it expects to achieve its target net leverage ratio of 1.2x from 2020 to the end of 2019, though this was prior to the company's decision to withdraw near-term financial guidance due to the grounding of its 737 MAX fleet. Fitch's conservative forecast anticipates leverage will be above that level by year-end but continue to decline over the intermediate term. Fitch's base case forecast anticipates that total adjusted gross debt/EBITDAR will decline to 3.4x by year-end 2019 and to the mid-to-upper 2x range by 2022, a level in line with peers rated in the 'BBB' category. Fitch views Air Canada's public leverage targets and desire to achieve investment grade ratings as credit positives that illustrate management's commitment toward maintaining a healthy balance sheet. The company's total on-balance sheet debt increased by CAD538 million in 2018 due primarily to the effect of the weaker Canadian Dollar on the company's USD denominated debt along with a modest amount of borrowing to fund aircraft purchases. Roughly 81% of Air Canada's total debt is denominated in USD. Improving FCF: Fitch expects 2019 FCF to be in line with or modestly lower than 2018 levels but to rise sharply after 2019 as capital spending comes down. Fleet spending was high in recent years as Air Canada renewed its widebody fleet and pursued its international expansion. Going forward fleet capex will focus on replacing older narrowbodies, and growth will be modest. Lower capex combined with solid profitability is expected to generate meaningful FCF starting in 2020. Cash flow generation is expected to be sufficient to allow the company to increase its share repurchase program while maintaining and improving a healthy balance sheet. Air Canada generated FCF of CAD 498 in 2018, and Fitch expects cash flow generation solidly above that level beyond 2019. 737 MAX Grounding Air Canada has taken delivery of 24 737 MAX 8s since October 2017 and has another 37 on order, 12 of which were expected to be delivered during the remainder of 2019. The MAX makes up nearly 20% of Air Canada's current narrowbody fleet (including Rouge) and accounts for about 6% of total flying, making the grounding a material disruption. Air Canada has withdrawn its financial guidance for 2019 and removed the MAX from scheduled service through June of this year. If the grounding were to be prolonged through the end of the year or if it is discovered that there are systemic safety issues with the aircraft, Air Canada's exposure to the MAX could represent a material headwind. However, Fitch views as positive the fleet flexibility that has allowed Air Canada to cover the majority of its MAX flying. The company's credit profile is also relatively unlikely to be damaged by the grounding due to its solid liquidity balance and expected FCF generation. The current assumption is that the MAX will ultimately prove to be a successful addition to Air Canada's fleet in the longer-run. There is also the possibility that costs incurred during the grounding could be reimbursed or partly reimbursed by Boeing. Sustained Profitability Fitch expects operating margins on average over the next few years to be in line with or slightly below levels produced in 2018. However, Fitch's forecasts are conservative including minimal unit revenue gains in coming years reflecting some uncertainty around the macro environment. In the near term, costs will also be pressured by items like higher customer service expenditures stemming from new passenger bill of rights legislation in Canada and higher depreciation. Fitch's forecast also includes headwinds from the grounding of Air Canada's 737 MAX 8s. Pressures will be at least partially offset by Air Canada's purchase of Aimia Canada, Inc., and the rollout of its new loyalty program in 2020, along with a more favorable capacity purchase agreement with Jazz, Air Canada's largest regional operator. Air Canada produced an EBIT margin of 6.5% in 2018, down from recent peak levels primarily due to higher fuel costs, but still above the levels that the company produced prior to 2013. Air Canada's CASM ex-fuel was up by a modest 0.3% in 2018 reflecting the benefits of the cost initiatives taken over the past several years as well as the effects of growing ASMs and stage-lengths as Air Canada has focused on international growth. Fitch expects unit costs to be up in the low single digits in 2019. Purchase of Aeroplan Air Canada finalized its purchase of Aimia Canada, Inc. from Aimia in January 2019. Aimia Canada was owner and operator of Aeroplan, Air Canada's loyalty program. Prior to the purchase, Air Canada did not manage its own loyalty program, which was sub-optimal. Fitch expects the purchase to be a longer-term credit positive. Loyalty programs and co-branded credit card partnerships tend to be the highest margin portion of an airline's business, and bringing Aeroplan in-house may help Air Canada to bridge the margin gap with its American peers. The purchase also bolstered liquidity. Air Canada purchased Aimia Canada for CAD$450 million in cash. However, concurrent with the transaction close, Air Canada received combined cash payments of CAD$822 million from TD, and CIBC, two of its partners in the Aeroplan program. The payments represented consideration for the banks' continued participation in Aeroplan following the transaction. Air Canada also received CAD$400 million from TD and CIBC as a pre-payment towards future mileage purchases. As a result, liquidity has materially improved, this was offset by the assumption of CAD$1.9 billion in mileage liability. EETC Ratings Fitch has reviewed Air Canada's EETC ratings concurrent with the review of Air Canada's corporate IDR. Fitch affirmed the 2017-1 class AA and A certificates at 'AA' and 'A', respectively, and the 2015-1 and 2013-1 class A certificates at 'A'. Fitch upgraded the 2017-1, 2015-1, and 2013-1 class B certificates to 'BBB+', reflecting the upgrade of Air Canada's IDR. Fitch upgraded the 2015-1 class C certificates to 'BBB-'. The Air Canada 2015-1 class C certificates and the 2013-1 class B certificates were previously Under Criteria Observation following the 2018 revision of Fitch's EETC rating criteria. The Air Canada 2013-1, 2015-1, and 2017-1 class A certificates remain sufficiently overcollateralized to pass Fitch's 'A' level stress tests and the 2017-1 AA certificates continues to pass Fitch's 'AA' level test when incorporating the latest available aircraft appraisal data. This suggests that senior tranche debt holders would be expected to achieve full principal recovery prior to the expiration of the transaction's liquidity facility even in a harsh downturn scenario. Levels of overcollateralization have remained sizeable for these transactions as appraised values for 777-300ERs (for 2013-1), 787-s and 787-9s (for 2015-1 and 2017-1) have held up well over the past year. 737 MAX values experienced value depreciation above Fitch's assumed rate due to the normal depreciation that can be expected for new delivery aircraft. Updated values for the MAX do not yet include any potential impact from the on-going grounding. Stressed loan-to-value ratios remain in the high 70% to mid-80% range for senior tranches in all three transactions representing some of the higher levels of overcollateralization in Fitch's rated universe of EETCs. 2017-1 737 MAX Exposure The Air Canada 2017-1 transaction has material exposure to the current problems with the 737 MAX 8, which makes up 44% of the collateral pool by asset value. Should the grounding of the airplane lead to longer-term problems (i.e. inability to resume flying in a timely fashion, damage to passenger reputation sufficient to materially damage demand for the plane) Fitch may consider increasing its stress rate on the plane or moving it to a lower tier. Fitch has not changed its fundamental view of the aircraft at this time for two main reasons: 1) Fitch believes the most likely scenario will be a temporary grounding lasting several months that should not affect long-term valuations and 2) sheer demand for narrowbody aircraft like the 737 MAX 8 make it likely that the plane will go on to have a successful future. For instance, there are currently nearly 1,300 737 NGs in service that are more than 15 years old that will need to be replaced in the next 10-15 years just to maintain current global capacity. Airbus cannot produce sufficient quantities of A320s to meet global demand for narrowbody aircraft, meaning that many airlines will continue to rely on the 737 barring the unlikely event that the plane cannot return to service. The upgrade of the class B and C certificates reflects the one-notch upgrade of Air Canada's IDR. Fitch rates subordinated tranches of EETC transactions via a bottom-up approach, notching off of the underlying airline rating, thus the upgrade of Air Canada's IDR drove a one-notch upgrade of the certificate ratings. The two notch upgrade of the 2013-1 class B certificates also reflects the assignment of a one-notch uplift for recovery prospects that was not previously applied. The additional notch reflects stable collateral coverage along with a lowered threshold for achieving ratings uplift that was published in Fitch's most recent update of its EETC criteria. Each of the class B certificates are rated four notches above Air Canada's IDR, reflecting a high affirmation factor (+2 notches), the presence of a liquidity facility (+1 notch), and high recovery prospects (+1 notch). Fitch's assessment of the affirmation factor (the likelihood that these aircraft would be affirmed in a distress scenario) is unchanged for each of these transactions from its previous review. DERIVATION SUMMARY Air Canada's 'BB' rating is in-line with United Airlines and JetBlue and is one notch above American Airlines. Fitch calculates Air Canada's adjusted debt/EBITDAR at 3.8x at year-end 2018, which is comparable to United (3.9x) and is better than American's (4.9x). JetBlue's 'BB' rating reflects healthier credit metrics compared to both United and Air Canada, which is partially offset by JBLU's more limited route network and a degree of concentration along the East Coast. Air Canada has historically underperformed both United and American in terms of operating margins. Fitch views Air Canada's ratings trajectory as favorable to American's due to Air Canada's more conservative financial policies and its publicly stated goals to reduce leverage over the next several years. EETC Derivation Summary: The 'AA' rating on the 2017-1 class AA certificates is in line with Fitch's ratings on recent senior classes of EETCs issued by United and American. Fitch believes that this transaction compares well to recent precedents. LTVs for the class AA certificates in this transaction are slightly lower than those seen in other transactions rated at 'AA', and the quality of the underlying collateral pool is as good or better. The same holds true for the 'A' rating on the class A certificates. The quality of the collateral pool is offset by uncertainties around the 737 MAX 8, and ratings could be impacted if the 737 were to experience prolonged issues. 'A' ratings on the 2015-1 and 2013-1 class A certificates are likewise supported by stress scenario LTV ratios that are in line with or better than peers. The 2015-1 transaction benefits from relatively low LTVs and high quality collateral, but suffers somewhat from a lack of diversification. The 2013-1 collateral pool is weak compared to 'A' rated peers, featuring only the 777-300ER, but benefits from relatively low LTVs. The 'BBB+' rating on the 2017-1, 2015-1 and 2013-1 class B certificates is one notch above several series of class B certificates issued by United (also rated 'BB'), with the key differential being higher recovery prospects for the Air Canada transaction. Note however, that Fitch will be reviewing several United EETCs in the near term, and multiple United class B certificates may warrant upgrades to 'BBB+' based on improved recovery prospects. Affirmation factor for each of these transactions is comparable to other EETCs that achieve the maximum uplift under Fitch's criteria due to the strategic importance of the MAX 8s and 787-9s and 777-300ERs to Air Canada's fleet plans. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include: -- Continued moderate growth in demand for air travel through the forecast period. -- Fuel prices remaining in the low-to-mid $60/barrel range through the forecast. -- Air Canada's capacity growth slows to 5% in 2019 and in the low to mid-single digits annually thereafter. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Sustained adjusted debt/EBITDAR around 3.0x. -- FFO Fixed charge coverage sustained above 3.5x. -- EBITDAR margins sustained above 15%, EBIT margins above 10%. -- Positive FCF generation over the intermediate term. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Weaker than expected margin performance or higher than expected borrowing causing leverage to reach or exceed 4.0x. -- FFO fixed charge coverage around or below 3x. -- Weaker than expected financial performance causing free cash flow to be notably below Fitch's expectations. -- A decline in the company's EBIT margin to the low single digits, EBITDAR margins into the high single digits. LIQUIDITY As of year-end 2018, total liquidity was CAD5,725 million, which consisted of CAD630 million in cash and equivalents, CAD4,077 million in short-term investments plus CAD1,018 million available on Air Canada's revolvers. Total liquidity as a percentage of LTM revenue was 32%, which Fitch considers more than adequate for the rating. Debt maturities range between CAD357 million and CAD1,020 million between 2019 and 2022. Debt maturities are manageable considering Air Canada's current liquidity balance and Fitch's expectation for the company to generate cash flow from operations over the ratings horizon. Air Canada's financial flexibility is also supported by a solid liquidity balance, a growing base of unencumbered assets, and the fact that upcoming capital expenditures consist of highly financeable aircraft. Air Canada's debt structure primarily consists of aircraft secured financings which include EETCs, JOLCO financings, and bank debt. The bulk of Air Canada's aircraft debt is denominated in U.S. dollars, with a smaller amount denominated in Canadian dollars and a relatively minor amount of Japanese Yen debt. The company amended and extended its USD$1.1 billion credit facility during 2018 to $1.2 billion, now consisting of a USD$600 million term loan and a USD$600 million revolver, maturing in 2023. Previously, the facility consisted of an USD$800 million term loan maturing in 2023 and USD$300 million RC maturing in 2021. The facility is secured by certain real estate, ground service equipment, airport slots and leaseholds, and the routes rights and slots associated with the company's Pacific business. The company also has USD$400 million in senior unsecured notes that mature in 2021. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: Air Canada -- Long-Term IDR upgraded to 'BB' from 'BB-'; -- Senior secured term loan B affirmed at 'BB+'/'RR1'; -- Senior secured revolving credit facility affirmed at 'BB+'/'RR1'; -- Senior secured notes affirmed at 'BB+'/'RR1'; -- Senior unsecured debt upgraded to 'BB'/'RR4' from 'BB-'/'RR4'. The Rating Outlook is Stable Fitch has upgraded the following EETC ratings: Air Canada Pass Through Trust Series 2017-1 -- 2017-1 class B certificates due 2026 to 'BBB+' from 'BBB'. Air Canada Pass Through Trust Series 2015-1 -- 2015-1 class B certificates due 2023 to 'BBB+' from 'BBB' -- 2015-1 class C certificates due 2020 to 'BBB-' from 'BB+'. Air Canada Pass Through Trust Series 2013-1 -- 2013-1 class B certificates due 2021 to 'BBB+' from 'BBB-'. Fitch has affirmed the following EETC ratings: Air Canada Pass Through Trust Series 2017-1 -- 2017-1 class AA certificates due 2030 at 'AA'; -- 2017-1 class A certificates due 2030 at 'A'. Air Canada Pass Through Trust Series 2015-1 -- 2015-1 class A certificates due 2027 at 'A'. Air Canada Pass Through Trust 2013-1 Pass Through Trust -- 2013-1 class A certificates due 2025 at 'A'. ALLIANCE COUNSELING: Seeks Authority to Use Cash Collateral ----------------------------------------------------------- Alliance Counseling Associates, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Kentucky to use cash collateral in the ordinary course of its business. There are two creditors that claim liens in Debtor's account receivables. In order of priority, the two creditors and the approximate amount of debt is as follows: (a) Limestone Bank, which is owed in the approximate amount of $275,000; and (b) On Deck aka Assn Company, which is owed in the approximate amount of $125,000. As and for adequate protection in consideration of the Debtor's continued possession and use of cash collateral, the Debtor will grant to Limestone Bank and On Deck, replacement liens on all collateral of the same type and priority as those creditors held valid and properly perfected liens prior to the petition date. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/kywb19-10207-4.pdf About Alliance Counseling Associates Alliance Counseling Associates, LLC, a Kentucky Corporation engaged in the business of mental health counseling, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 19-10207), on March 7, 2019. In the Petition signed by its owner, Erin Heck, the Debtor disclosed less than $50,000 in assets and less than $500,000 in debts. The Debtor is represented by Mark H. Flener, Esq. ALPHA DOMINCHE: Texas Brewing to Hold Auction on April 29 --------------------------------------------------------- Texas Brewing Systems Inc, as secured party, will hold an auction of all of the assets of Alpha Dominche Ltd. on April 10, 29, 2019, at 10:00 a.m., at 3333 Lee Parkway, Suite 470 in Dallas, Texas. Further information on the sale, contact: Michael T. Tarski 4441 Buena Vista St. Dallas, TX 75205-4118 Tel: (214) 443-2055 Founded in Salt Lake City, Utah, Alpha Dominche Ltd. was a specialty coffee and tea brewing equipment company based in Brooklyn, New York. AMERIQUEST SECURITY: Seeks Court Approval of Plan Outline --------------------------------------------------------- According to a notice, on May 16, 2019 at 10:00 a.m., Debtor Ameriquest Security Service will move the Court for an order approving the adequacy of its disclosure statement in connection with its proposed plan of reorganization filed on March 29, 2019. The Debtor also asks the Court to set a hearing for confirmation of the Debtor's Plan of Reorganization. Under the plan, general unsecured creditors are classified in Class 2. In the present case, the Debtor estimates that there are approximately $794,031.99 in general unsecured debts. This Class will receive a total of approximately 2% of their claims in monthly payments over a five-year period of the Plan. The Debtor will fund the Plan from the continued operation of its security guard company. A copy of the Disclosure Statement dated March 29, 2019 is available at https://tinyurl.com/y4kguoe5 from Pacermonitor.com at no charge. About Ameriquest Security Service Ameriquest Security Service is in the security guard service business based in Culver City, California. Ameriquest filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-21241) on Sept. 25, 2018. In the petition signed by Akram Gendy, president and CEO, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Julia W. Brand oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, serves as bankruptcy counsel. APEX CLEANING: United to Get $6,600 Per Month at 6.86% ------------------------------------------------------ Apex Cleaning Supply, Inc., filed an amended Chapter 11 small business plan of reorganization and accompanying disclosure statement to amend the treatment of United Bank's claim. Under the Amended Plan, Class 2, United Bank-UCC on Personal Property is impaired. The Debtor and United Bank have agreed to treat the claim as fully secured. The entirety of the Debtor's obligation will remain collateralized by all of the property owned by Debtor, pursuant to the Cash Collateral Agreement. The Debtor will pay United Bank $6,600 a month with an agreed interest rate of 6.86%. All debt to United will balloon and become due five years after the Plan Effective Date. United may at that time consider extending the term based upon payment history and other compliance with bank loan terms. The previously filed Plan provided that Class 2, United Bank- UCC on Personal Property, is impaired. The United Bank loans will be consolidated into one loan up to the extent they are secured and the "Modified Secured Claim" will be paid in over five years at 5%. The total estimated "Modified Secured Claim" is projected to be $180,000. The balance of the United Bank Claims will become part of unsecured creditor Class. The projected effective date of the Plan is pushed back to July 15, 2019. A full-text copy of the Amended Disclosure Statement dated April 1, 2019, is available at http://tinyurl.com/y5u9kr2kfrom PacerMonitor.com at no charge. About Apex Cleaning Supply Apex Cleaning Supply, Inc., is a full line janitorial supply and service company located in Uniontown, Pennsylvania. The company's service division has been in business for over 25 years. The company specializes in daily maintenance, post construction clean-up, stripping and refinishing all types of flooring, carpet cleaning, kitchen degreasing, window cleaning and more. Apex Cleaning Supply filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-25033) on Dec. 15, 2017. The petition was signed by Mark Suchevits, president/owner. Donald R. Calaiaro, Esq., at Calaiaro Valencik. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in estimated liabilities. ARCIMOTO INC: Provides 2018 Financial Results & Corporate Update ---------------------------------------------------------------- Arcimoto, Inc., provided a corporate update and announced financial results for the fourth quarter and fiscal year ended Dec. 31, 2018. Recent Highlights: * Pre-orders for the FUV increased to 3,217 units as of Dec. 31, 2018, as compared to 3,018 units as of Sept. 30, 2018, and 2,234 units as of Dec. 31, 2017. As of March 29, Arcimoto had 3,883 vehicle pre-orders. * Arcimoto announced its flagship Fun Utility Vehicle, the FUV Evergreen Edition, with first customer deliveries planned on the West Coast for June 2019. The Company's entire anticipated Q2 2019 production capacity of 100 vehicles is fully allocated, anchored by $5,000 non-refundable reservation fees collected for consumer Evergreens. * Arcimoto introduced two additional, purpose-built vehicles on the Arcimoto platform, the Rapid Responder for emergency responders, campus security and law enforcement, and the Deliverator for local and last-mile delivery. * Arcimoto secured comprehensive, above-market $1.5 million and $4.5 million financings in November and December 2018, respectively. Subsequently, in March 2019 the Company raised an additional $3.4 million in gross proceeds with a single institutional investor. * Arcimoto showcased the FUV at several notable industry events across the country including the 2018 SEMA Show in Las Vegas; 2018 Soccerex in Miami; as well as multiple investor conferences, including the LD Micro Main Event and the 31st Annual ROTH Conference. * Arcimoto was featured in dozens of media pieces, including Bloomberg Business Week, Wired, and The Chicago Tribune. Management Commentary "2018 was a transformational year that laid the foundation for Arcimoto's business moving forward. After more than a decade of development, we are now on the cusp of production start, and plan to deliver Fun Utility Vehicles to retail customers for the first time next quarter," said Mark Frohnmayer, founder and president of Arcimoto. "Furthermore, we are expanding our offering of light-footprint, pure electric vehicles built on the Arcimoto Platform to address two key sectors: rapid response and local and last-mile delivery. The transportation system is changing rapidly, and businesses and fleets are looking for new solutions, right-sized for their needs. "Meanwhile, the demand for Arcimoto's ultra-efficient and exhilarating products has accelerated. We anticipate that demand will continue to accelerate as we deliver retail FUVs to our early customers, open rental hubs in key destinations, and pilot new vehicle models including the Rapid Responder and Deliverator. "I am incredibly proud of all that our team has accomplished. The transition from product development to production is an enormous hurdle for every electric vehicle endeavor. The team's ingenuity and passionate commitment to true sustainable mobility solutions, and our community of stakeholders' continued support of our mission, have been instrumental in powering us to this next critical stage, as we begin to truly address urban congestion and climate change." concluded Frohnmayer. Full Year 2018 Financial Results Total revenues in 2018 were $94,996 as compared to $127,016 in 2017. Sources of revenue in 2018 were $84,000 from the sale of vehicles, $7,314 from merchandise and metal fabrication revenue, $1,680 in vehicle rental income, and $2,002 from merchandise sales. The Company incurred an operating and net loss of $11.1 million, or ($0.70) per share in 2018, compared to $3.3 million, or ($0.24) per share in 2017. The Company had $4.9 million in cash and cash equivalents and no short-term investments as of Dec. 31, 2018, compared to $2.4 million cash and cash equivalents and $0.8 million in short-term investments as of Sept. 30, 2018. Subsequent to the end of the quarter, in March 2019, the Company entered into a securities purchase agreement with a single institutional investor to sell 800,000 shares at the offering price of $4.25 per share for gross proceeds of $3.4 million. The closing of the offering occurred on March 26, 2019. A full-text copy of the press release is available for free at: https://is.gd/W1KANN Arcimoto, Inc. Headquartered in Eugene, Oregon, Arcimoto, Inc. (NASDAQ: FUV) -- http://www.arcimoto.com/-- is devising new technologies and patterns of mobility that together raise the bar for environmental efficiency, footprint and affordability. Available for pre-order today, Arcimoto's Fun Utility Vehicle, Rapid Responder, and Deliverator are some of the lightest, most affordable, and most appropriate electric vehicles suitable for everyday transport. Arcimoto reported a net loss of $11.05 million for the year ended Dec. 31, 2018, compared to a net loss of $3.31 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $14.08 million in total assets, $6.01 million in total liabilities, and $8.06 million in total stockholders' equity. In its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, dbbmckennon, in Newport Beach, California, the Company's auditor since 2016, expressed substantial doubt about the Company's ability to continue as a going concern. The auditor noted that Arcimoto has not achieved positive earnings and operating cash flows from its intended operations. ARGOS THERAPEUTICS: Taps Hughes Pittman to Provide Tax Services --------------------------------------------------------------- Argos Therapeutics Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Hughes Pittman & Gupton, LLP. The firm will provide tax-related services, which include the preparation of federal and state income tax returns. Hughes Pittman and the Debtor have agreed to these compensation terms: 2018 Federal and State Return Fees: $12,400 2019 Federal and State Return Fees: $10,150 Hughes Pittman is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Heather L. Dean Hughes Pittman & Gupton, LLP 1500 Sunday Drive, Suite 300 Raleigh, NC 27607 Office: +1 919.232.5900 / +1 919.232.5957 Fax: +1 919.232.5901 Toll Free: +1 877.342.1072 Email: hdean@hpg.com About Argos Therapeutics Argos Therapeutics, Inc., was incorporated in the State of Delaware on May 8, 1997. The Company is an immuno-oncology company focused on the development and commercialization of individualized immunotherapies for the treatment of cancer and infectious diseases based on its proprietary precision immunotherapy technology platform called Arcelis. Argos Therapeutics filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-12714) on Nov. 30, 2018. The Debtor estimated $1 million to $10 million in assets and $10,000,001 to $50 million in liabilities. Judge Kevin J. Carey oversees the case. Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, represents the Debtor. No official committee of unsecured creditors has been appointed in the case. ASCENA RETAIL: S&P Cuts Issuer Credit Rating to 'B-'; Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings downgraded women's specialty apparel retailer Ascena Retail Group Inc. to 'B-' from 'B' after the company reported weak results for its fiscal second quarter ended Feb. 2, 2019. At the same time, S&P lowered its issue-level rating on its first-lien term loan facility to 'B' from 'B+'. The '2' recovery rating remains unchanged. The downgrade reflects S&P's forecast for further deterioration in Ascena's operating performance stemming largely from the company's weaker brands in its value and plus segments and the highly competitive and fragmented retail environment. While the company's premium segment (Ann Taylor and LOFT) has performed relatively well with improving sales and income, this has been overshadowed by the very weak overall performance of its value and plus segments, which comprise more than 40% of its sales. The downgrade also reflects the risks arising from Ascena's portfolio realignment plans, including the execution risk involved in the sale or winding down of its brands and the potential for further operational deterioration. While S&P continues to expect the company to generate moderate free operating cash flow and maintain adequate liquidity, the rating agency also believes the company is facing increasing refinancing risk ahead of the August 2022 maturity of its term loan given its weak operating trends and S&P's view of the risks to the long-term viability of some of its brands. The negative outlook on Ascena reflects S&P's expectation that the company's operating results will continue to deteriorate over the next 12 months and weaken its credit metrics, including reducing its fixed-charge coverage ratio to the mid-1x range while it generates only modest positive free operating cash flow. "We could lower our rating on Ascena if its recent negative operating trends persist and weaken its liquidity, if its fixed-charge ratio falls below the mid-1x area, or if we come to believe that its capital structure is potentially unsustainable. This could occur if its comparable sales decline by the low single digit percent area and its EBITDA margins contract by 100 bps or more, leading to negative free operating cash flow and an increased reliance on the asset-based lending (ABL) facility to fund its operations," S&P said. S&P could also lower its rating on the company if the rating agency thought the likelihood of a distressed exchange had increased. "We could revise our outlook on Ascena to stable if its performance stabilizes and we believe that the company will be able to refinance its debt facilities at par. Under such a scenario, the company would likely manage to steady its operating performance and improve its credit metrics, including increasing its fixed-charge coverage to the high-1x area while demonstrating prospects for consistent free operating cash flow generation above the assumptions in our base case. This would likely be driven by effective apparel merchandising and greater full-price selling that leads to positive comparable-store sales and good prospects for EBITDA margin expansion in 2020," S&P said. B SQUARE BURGER: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of B Square Burger Co LLC, according to court dockets. B Square Burger Co LLC filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10527) on Jan. 15, 2019, and is represented by Brian S Behar, Esq. The case is assigned to Judge John K. Olson. At the time of filing, $0 to $50,000 in assets and $50,001 to $100,000 in liabilities. B SQUARE BURGER: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of B Square Burger Co LLC, according to court dockets. B Square Burger Co LLC filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10527) on Jan. 15, 2019, and is represented by Brian S. Behar, Esq. The case is assigned to Judge John K. Olson. At the time of filing, $0 to $50,000 in assets and $50,001 to $100,000 in liabilities. BLACKSTONE MORTGAGE: Moody's Gives Ba2 CFR & Rates Term Loan B Ba2 ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 corporate family rating to Blackstone Mortgage Trust, Inc. and a Ba2 senior secured rating to BXMT's proposed $400 million Term Loan B. BXMT's rating outlook is stable. RATINGS RATIONALE BXMT's Ba2 corporate family rating reflects the strength of the company's competitive positioning in the commercial real estate lending sector, strong profitability and asset quality performance, and low leverage. Credit constraints include BXMT's higher business line concentration compared to certain peers and high reliance on secured funding that encumbers its earning assets. The Ba2 rating assigned to BXMT's proposed $400 million Term Loan B reflects its senior secured position in the company's capital hierarchy and strong collateral coverage. Moody's views the asset pledges comprising the loan's security, which predominantly includes equity interests in credit facilities and retained securitization interests that have higher expected asset volatility, to be of lesser quality than the first lien loans securing other debt. However, the pledged collateral has a high nominal value, which Moody's expects will provide strong coverage of the proposed loan even if the value of the underlying assets weakens. A key credit strength is BXMT's affiliation with The Blackstone Group L.P. (Blackstone), one of the largest commercial real estate investors globally, through BXMT's external manager and Blackstone subsidiary BXMT Advisors L.L.C. This provides BXMT superior sector knowledge, a large base of sponsor and investor relationships, expertise in underwriting and risk management, and access to multiple funding sources. BXMT has a strong record of operating profitability and asset quality performance over recent years, comparable to rated peer non-bank commercial real estate lenders, but it has a longer operating history than most peers that spans industry cycles, a credit positive. Like other lenders, profitability will likely be pressured should economic conditions weaken, leading to deteriorating loan performance. However, Moody's expects that BXMT's earnings will be more stable than peers because of its focus on high quality first-lien lending and because the company hasn't historically participated in conduit lending for CMBS issuance, a cause of earnings volatility for certain peers. Focused exclusively on lending, BXMT employs a judicious approach to loan underwriting that results in conservative loan-to-values on performing, well capitalized properties. BXMT's portfolio is largely comprised of first mortgages in major coastal markets in the US and select international markets and includes collateral in the major property sectors with the highest concentration in office space (about 45%). The company's exposure to the volatile hotel sector (23%) is high compared to certain peers, but the company is able to leverage the strong institutional knowledge and experience of Blackstone in this sector to invest selectively, with low average loan to value and strong cash flow performance. BXMT maintains a strong capital cushion to absorb unexpected deterioration in performance, with leverage measures that are comparable with lender peers. As a REIT, BXMT targets a relatively high cash distribution, but Moody's expects that core annual earnings will adequately cover distributions. A material decline in profitability owing to asset quality deterioration could result in lower ratings. A credit constraint is BXMT's business concentration in commercial real estate lending, as certain peers have more revenue diversity in their business models. Additionally, BXMT's high proportion of secured funding in its debt capital structure and absence of unsecured liquidity limits its financial flexibility. WHAT COULD CHANGE THE RATINGS UP/DOWN Moody's could upgrade BXMT's ratings if the company: 1) reduces its ratio of secured debt to total assets to 45%, increases unencumbered assets, and establishes unsecured revolving borrowing capacity; 2) increases business diversification; and 3) continues to demonstrate predictable earnings, profitability and asset quality that compares favorably with peers. Moody's could downgrade BXMT's ratings if the company: 1) shrinks the amount of its availability under secured borrowing facilities, its primary liquidity source; 2) sustains an increase in leverage (debt/total equity) above 3.5X given current portfolio mix; 3) experiences a material deterioration in asset quality; or 4) experiences a material weakening of profitability. BLACKSTONE MORTGAGE: S&P Assigns 'BB-' ICR; Outlook Stable ---------------------------------------------------------- S&P Global Ratings said it assigned a 'BB-' long-term issuer credit rating to Blackstone Mortgage Trust Inc. (BXMT). The outlook is stable. At the same time, S&P assigned a 'BB-' issue-level rating to the company's proposed $400 million senior secured term loan B. New York-based BXMT is a real estate investment trust that originates commercial real estate (CRE) loans and invests in debt in North America and globally to hold on its balance sheet. BXMT is externally managed by a subsidiary of Blackstone Group LP, an alternative asset manager with $472 billion assets under management focused on private equity, credit, real assets, and hedge fund solutions. BXMT's chief executive officer, chief financial officer, and other executive officers are senior Blackstone real estate managers. S&p also believes BXMT benefits from Blackstone's real estate origination and sourcing capabilities. BXMT's focus on CRE exposes it to the cyclicality and volatility that these markets have historically demonstrated. The company has a relatively short track record, which makes it difficult to predict how it would perform during a recessionary period relative to peers. The stable outlook on BXMT reflects company's good operating performance and focus on transitional first mortgages. S&P expects the company to maintain debt to ATE of 2.75x to 3.25x, minimal credit losses, and adequate liquidity over the next 12 months. "We could lower our rating on BXMT over the next 12 months if debt to adjusted equity rises above 3.25x or if the credit performance of its loans deteriorates and the company comes closer to covenant triggers. We could also lower the rating if the company becomes more reliant on short-term funding by increasing its use of secured financing with margin provisions or if the company diversifies meaningfully into mezzanine or subordinate loans," S&P said. "We are unlikely to raise our ratings on BXMT over the next 12 months. Longer term, we could raise our rating on BXMT if the company further improves its funding by reducing its reliance on secured funding with margin call provisions, increasing its cushion to covenant triggers, and increasing sources of unsecured funding. We could also raise the rating if the company committed to operating the company with leverage of below 2.75x debt to ATE on a sustained basis," S&P said. BLUE DIAMOND: Addresses W. Va. Lottery's Plan Outline Objection --------------------------------------------------------------- Blue Diamond, LLC, filed a First Amended Disclosure Statement to include an explanation of non-payment of the unfiled claim of the West Virginia Lottery Commission. After the filing of the original Disclosure Statement, the West Virginia Lottery Commission filed an objection. The Court has ordered that this First Amended Disclosure Statement address that objection, as necessary. The Debtor states that it is without question, that the original schedules filed in this case identified any potential claim of the West Virginia Lottery Commission as "contingent and unliquidated." When that status is indicated on a petition, Bankruptcy Rule 3003 applies. The provisions of Bankruptcy Rule 3003(b)(1) require a creditor whose claim has been listed as "disputed, contingent or unliquidated" to file a proof of claim. Failure to file a claim within the period established by the Bankruptcy Court who fails to do so "shall not be treated as a creditor for the purposes of voting and distribution." In this case, the Bankruptcy Court established deadlines for filing proofs of claim in the Notice of Meeting of Creditors. The deadline for filing claims was May 9, 2018. The deadline for filing "government proofs of claim" was June 18, 2018. It is also without question, that the West Virginia Lottery Commission did not file a proof of claim. Despite the lack of a proof of claim, the West Virginia Lottery Commission asserts that it has some right to be paid that cannot be affected by the Bankruptcy Court. The broad definition of claim covers every aspect of an effort to collect sums from the Debtor, or from an asset of the Debtor. It is in this context, that the assertions made by the West Virginia Lottery Commission in its objection to the original Disclosure Statement must be evaluated, the Debtor asserts. The West Virginia Lottery Commission claims that the Debtor was in possession of property of the West Virginia Lottery Commission, specifically certain revenues from VLTs. The operation of VLTs throughout West Virginia is the subject of a detailed statute. In the objection to the original Disclosure Statement filed by the West Virginia Lottery Commission, that entity asserts that the Debtor holds money, proceeds from monies derived from operation of VLTs, in trust for the West Virginia Lottery Commission. The West Virginia Lottery Commission asserts that because it is owed a debt for monies held in trust, that it did not have to file a proof of claim. That argument has been rejected in other similar contexts, the Debtor points out in the Amended Disclosure Statement. The Debtor cites as an example, in In re: Grigelevich, 81 B.R. 3 (Bank. R.I. 1987) the Court held that claim based on a disputed trust fund tax obligation for which a timely proof of claim was not filed not recognized would not be allowed. See also, In re: Fischer, 189 B.R. 384 (Bankr. E.D. Mo. 1989)(rejecting view of IRS that late filed for trust fund claims to assert new liability was a timely amendment of earlier tax timely filed tax claim). Bankruptcy Rule 3003 makes clear that by failing to file a timely proof of claim where one was required, the West Virginia Lottery Commission has no standing to object to the Disclosure Statement, or to be heard regarding the confirmation of the Plan, the Debtor further asserts. A full-text copy of the First Amended Disclosure Statement dated April 1, 2019, is available at http://tinyurl.com/y62msvk4from PacerMonitor.com at no charge. The First Amended Disclosure Statement was filed by Martin P. Sheehan, Esq., at Sheehan & Associates, P.L.L.C., in Wheeling, West Virginia, on behalf of the Debtor. About Blue Diamond Blue Diamond LLC, based in Martinsburg, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In the petition signed by James Hutzler, Jr., member/manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Patrick M. Flatley presides over the case. Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as bankruptcy counsel to the Debtor. William C. Brewer, Esq., at Brewer & Giggenbach, PLLC, is the Debtor's special counsel. BROOKC LLC: New Plan Discloses Operating Business Name ------------------------------------------------------ BrookC, LLC filed a disclosure statement describing its original chapter 11 plan dated March 29, 2019. This latest filing discloses that it has been operating under the business name Rainbow International Restoration of Ken Ten. The plan also adds information on the Debtor's current and historical financial condition. It adds that the Debtor valued its office equipment property using the liquidation valuation method which would be a no reserve auction. The business equipment and vehicle were valued using estimated fair market valuation of what the property could be sold for over time, which represents a higher value hopefully than a no reserve auction. A copy of the Latest Disclosure Statement is available at https://tinyurl.com/yxph7t4v from Pacermonitor.com at no charge. Clarksville, Tennessee-based BROOKC LLC filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 18-00586) on Jan. 31, 2018, estimating its assets and liabilities at between $100,001 and $500,000 each. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee on March 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of BROOKC LLC. BYRD RESTAURANTS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee will not appoint an official committee of unsecured creditors in the Chapter 11 case of Byrd Restaurants-Royal Palm Inc., according to court dockets. Byrd Restaurants-Royal Palm, Inc., filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-12991) on March 6, 2019, and is represented by Brian K. McMahon, Esq. CACTUS CIRCLE: Taps Barton Benson as Consultant ----------------------------------------------- Cactus Circle Investments LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Barton, Benson, Jones, PLLC. The firm will provide consulting services and expert opinions regarding real estate law. Jeffrey Walsh, Esq., the firm's attorney who will be providing the services, will charge an hourly fee of $425. The initial retainer fee is $11,000. Mr. Walsh disclosed in a court filing that he has no business or professional connections with the Debtor, creditors or any other "party-in-interest." Barton Benson can be reached through: Jeffrey A. Walsh, Esq. Barton, Benson, Jones, PLLC 745 E. Mulberry Avenue, Suite 550 San Antonio, TX 78212 Phone: 210-686-6560 Email: jwalsh@bartonbensonjones.com About Cactus Circle Investments Cactus Circle Investments LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-53054) on Dec. 28, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Craig A. Gargotta. Willis & Wilkins, LLP, is the Debtor's counsel. CACTUS CIRCLE: Taps First American as Real Estate Broker -------------------------------------------------------- Cactus Circle Investments LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire First American Commercial Property Group as its real estate broker. First American will assist the Debtor in the sale of its real property located in San Antonio, Texas. The firm will get a commission of 6% of the sales price. The firm does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. First American can be reached through: Alec L. Guerra First American Commercial Property Group 18618 Tuscany Stone San Antonio, TX 78258-3465 Phone: (210) 496-7775 Fax: (210) 496-3256 Email: aguerra@dirtdealers.com About Cactus Circle Investments Cactus Circle Investments LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-53054) on Dec. 28, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Craig A. Gargotta. Willis & Wilkins, LLP, is the Debtor's counsel. CAH ACQUISITION: DOJ Watchdog Seeks Ch. 11 Trustee Appointment -------------------------------------------------------------- Ilene J. Lashinsky, the United States Trustee for Region 20, requested the U.S. Bankruptcy Court for the Northern District of Oklahoma to enter an order appointing a Chapter 11 trustee for CAH Acquisition Company 12, LLC, dba Fairfax Community Hospital. The U.S. Trustee contended that the State Court Receiver appointed for the Debtor cannot legally carry out the duties of the Debtor in possession. In the instant case, the Receiver supports a finding that the Debtor does not have reasonable and trustworthy management in place and that the Receiver should not turn over operations and assets to management. Hence, the U.S. Trustee noted that as there may be no one else capable of adequately carrying out those duties for the Debtor, the U.S. Trustee requested that the Court should appoint a Chapter 11 trustee. The U.S. Trustee added that such an appointment would allow the continuation of the business of the Debtor as well as the continuation of the reorganization proceeding and would be in the best interests of creditors. CAH Acquisition Company 12, LLC, dba Fairfax Community Hospital, is a healthcare services provider in Fairfax, Oklahoma, offering a broad range of services including emergency, radiology, laboratory, inpatient care, rehabilitation services, respiratory therapy, and swing bed. CAH Acquisition Company 12 filed a voluntary Chapter 11 petition (Bankr. N.D. Okla. Case No. 19-10641) on April 1, 2019. Eleven of its affiliates already previously filed voluntary Chapter 11 petitions. The case is assigned to Judge Dana L. Rasure. The Debtor's counsel is Sam G. Bratton, II, Esq., at Doerner, Saunders, Daniel & Anderson, L.L.P., in Tulsa, Oklahoma. At the time of filing, the Debtor had estimated assets of $50,000 to $100,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Charles E. Cartwright, Trustee for Receiver for Debtor. CIFGO INC: Unsecureds to Receive $42K Under Proposed Plan --------------------------------------------------------- CIFGO, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement in support of its proposed plan of reorganization dated March 29, 2019. The Debtor is based in Miramar, Florida and is in the business of truck management. Class 3A general unsecured creditors will receive $42,061.51 prorated over the life of the Plan for their allowed general unsecured claims. Payments and distributions under the plan will be funded primarily by management income from Success Freight, and the president's contribution. The proposed plan has the following risks: The economic environment and the plan may not be accepted or confirmed. A copy of the Disclosure Statement dated March 29, 2019 is available at https://tinyurl.com/y2lj4bz6 from Pacermonitor.com at no charge. About CIFGO, Inc. Based in Miramar, Florida, CIFGO, Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-1908) on July 27, 2018, listing less than $1 million in both assets and liabilities. Guillermo A. Blanco, president signed the Petition. Mary Jo Rivero, P.A., led by principal Mary Jo Rivero, Esq., serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Debtor's case. CURVATURE INC: S&P Cuts ICR to 'SD' on Distressed Debt Exchange --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Curvature Inc. to 'SD' (selective default) from 'CCC+' and its issue-level rating on the company's initial $175 million of second-lien notes to 'D' from 'CCC-'. The downgrade follows the second-lien debt exchange transaction that Curvature recently completed in which the company issued about $30 million of incremental second-lien notes to its financial sponsor, Partners Group. It also amended the terms of the second-lien notes such that about $18 million of annual interest payments will accrue for two years rather than paid in cash, and $138.5 million of the pro forma $205 million notes will be junior to the remaining $67.5 million of second-lien notes. S&P considers this a distressed debt exchange since it believes that the interest payment deferral on the second-lien notes together with a significant portion of the notes being effectively made more subordinated in the payment waterfall results in the noteholders being in a worse economic position than originally promised. "We expect the transaction will provide Curvature with much needed liquidity support to help the company implement its business plan to stabilize revenues and cash flow generation through investments in its sales organization and cost rationalization. We believe that without this exchange transaction, the company's liquidity position would be weakened considerably in 2019 given its ongoing operational challenges," S&P said. "Over the coming days, we will reassess our issuer credit rating on Curvature. We could lower the rating if we believe Curvature's continued business deterioration will cause liquidity to weaken further, including persistent negative free cash flow or poor interest coverage below 1x," the rating agency said. S&P will also review its issue-level ratings on the existing debt to reflect the company's revised capital structure. The rating agency's analysis will consider the company's competitive position, revised capital structure and liquidity position. Curvature is a U.S.-based provider of third-party maintenance for networking, server, and storage equipment, and also sells refurbished hardware along with value-added services including installation, maintenance, and managed services. Partners Group has owned Curvature since November 2016. Ratings List Downgraded; CreditWatch/Outlook Action To From Curvature, Inc. Issuer Credit Rating SD/-- CCC+/Stable/-- Ratings Lowered; Recovery Ratings Unchanged Curvature, Inc. Senior Secured D CCC- Recovery Rating 6(5%) 6(5%) CYTORI THERAPEUTICS: Incurs $2.2 Million Net Loss in Fourth Quarter ------------------------------------------------------------------- Cytori Therapeutics reported its fourth quarter and year-end 2018 financial results and provided updates on corporate activities. Also announced was a transaction to divest certain cell therapy assets to Lorem Vascular of Melbourne, Australia yielding $4 million in non-dilutive funding to the Company. Fourth quarter 2018 net loss was $2.2 million, or $0.16 per share. Operating cash burn for the fourth quarter of 2018 was approximately $2.5 million. Cytori ended the year with approximately $5.3 million of cash and cash equivalents. "This transaction sale accomplishes a number of important objectives for the company," said Dr. Marc Hedrick, Cytori president & chief executive officer. "Most critically it allows us to further increase the focus on our clinical stage oncology pipeline while bringing in non-dilutive capital. We also are able to maintain our most valuable cell therapy assets, including Japan that has a forthcoming trial readout in our ADRESU trial." The Company's lead clinical stage asset, Doxorubicin Hydrochloride Cytori, formerly called ATI-0918, is an important potential therapy for Breast and Ovarian Cancer, Multiple Myeloma and Kaposi's Sarcoma. Our current development program is focused in Europe where we believe there is a potential market opportunity of $120 million annually. In Q1 2019, Cytori submitted a letter of intent to file a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA) for Doxorubicin Hydrochloride Cytori. Doxorubicin Hydrochloride Cytori is being developed as a generic version of Janssen's Caelyx pegylated liposomal doxorubicin. The Company continues to evaluate potential development and commercialization partnering opportunities for Doxorubicin Hydrochloride Cytori with a focus on Europe and China. European approval and launch of Doxorubicin Hydrochloride Cytori is projected to be in late 2020. Its second clinical stage oncology focused asset is ATI-1123, a phase II ready, patented, albumin-stabilized pegylated liposomal docetaxel. In 2018, the Company received an orphan drug designation from the U.S. FDA for the indication of small cell lung cancer and is pursuing a 505(b)(2) new drug application (NDA) pathway in the U.S. which may offer an accelerated clinical timeline and lower development cost. The Company is exploring near term development strategies and intends to advance this program aggressively in 2019. Cytori's ADRESU pivotal urinary incontinence trial using Cytori Cell Therapy has completed enrollment and anticipates data read out in the second quarter of 2019. If the data is positive, Cytori intends to seek expedited approval and reimbursement for the Japanese market for this indication. In Q1 2019, Cytori received approval from the United States Food & Drug Administration to expand the enrollment criteria for its RELIEF clinical trial of intravenously delivered Cytori Cell Therapy for patients with severe burn injuries. Q4 2018 and Full Year 2018 Financial Performance * Q4 2018 and full year operating cash burn was $2.5 million and $12.0 million, compared to $4.2 million and $18.1 million for the same periods in 2017, respectively. * Q4 2018 and full year product revenues were $0.4 million and $2.7 million, compared to $0.7 million and $2.7 million for the same periods in 2017, respectively. * Q4 2018 and full year contract revenues were $0.7 million and $3.0 million, compared to $0.9 million and $3.7 million for the same periods in 2017, respectively. * Cash and debt principal balances at Dec. 31, 2018 were approximately $5.3 million and $13.0 million, respectively. * Q4 2018 adjusted net loss was $2.8 million or $0.20 per share, compared to a net loss of $4.3 million or $1.00 per share for the same period in 2017. The adjusted net loss excludes a non- cash beneficial conversion feature (a non gaap measure) related to the issuance of its Series C convertible preferred shares in the third quarter of 2018 of $2.5 million, as well as a credit of $0.6 million related to a change in fair value of warrant liability (a non gaap measure). Q4 2018 net loss allocable to common stockholders was $2.2 million, or $0.16 per share. * Full year 2018 adjusted net loss was $14.9 million or $1.71 per share, compared to $21.0 million or $6.48 per share for the same period in 2017. The adjusted net loss excludes a non-cash beneficial conversion feature (a non gaap measure) related to the issuance of its Series C convertible preferred shares in the third quarter of 2018 of $2.5 million, as well as a credit of $2.2 million related to a change in fair value of warrant liability (a non gaap measure). Full year 2018 net loss allocable to common stockholders was $15.1 million, or $1.74 per share. Selected Key Anticipated Milestones: * Doxorubicin Hydrochloride Cytori: File Market Authorization Application to the European Medicines Agency in late 2019 or early 2020. * ATI-1123: Clarify the FDA 505(b)(2) pathway applicability and announce clinical development plan in mid 2019. * Cell Therapy Japan: Report ADRESU urinary incontinence pivotal clinical trial results in Q2 2019. A full-text copy of the press release is available for free at: https://is.gd/2ldLBE About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is developing, manufacturing, and commercializing nanoparticle-delivered oncology drugs and autologous adipose-derived regenerative cell (ADRC) therapies within its Nanomedicine and Cell Therapy franchises, respectively. Cytori Nanomedicine is focused on the liposomal encapsulation of anti-neoplastic chemotherapy agents, which may enable the effective delivery of the agents to target sites while reducing systemic toxicity. The Cytori Nanomedicine product pipeline consists of ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast cancer, ovarian cancer, multiple myeloma, and Kaposi's sarcoma, a complex/hybrid generic drug, and ATI-1123 patented albumin-stabilized pegylated liposomal docetaxel for multiple solid tumors. Cytori Cell Therapy, prepared within several hours with the proprietary Celution System and administered to the patient the same day, has been shown in preclinical and clinical studies to act principally by improving blood flow, modulating the immune system, and facilitating wound repair. As a result, Cytori Cell Therapy may provide benefits across multiple disease states and can be made available to the physician and patient at the point-of-care. Cytori reported a net loss of $12.63 million for the year ended Dec. 31, 2018 compared to a net loss of $22.68 million for the year ended Dec. 31, 2018. As of Dec. 31, 2018, the Company had $23.99 million in total assets, $18.76 million in total liabilities, and $5.22 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that Cytori has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. CYTORI THERAPEUTICS: Will Sell its UK Subsidiary to Lorem --------------------------------------------------------- Cytori Therapeutics, Inc., and its subsidiary, Cytori Therapeutics, K.K., have entered into an Asset and Equity Purchase Agreement, dated as of March 29, 2019, with Lorem Vascular Pte. Ltd., pursuant to which, among other things, Lorem agreed to purchase the Company's UK subsidiary and the Company's Cell Therapy assets, excluding such assets used for Japan or relating to the Company's contract with the Biomedical Advanced Research Development Authority. The Company will continue its Cell Therapy business in Japan and its ongoing research under the BARDA contract. Under the terms of the Purchase Agreement, the Company will receive $4.0 million, consisting of amounts paid for the UK subsidiary and Cell Therapy assets, as well as the repayment of intercompany receivables from the Company's UK subsidiary. Entry into the Purchase Agreement satisfies the requirement for the Company to enter into an asset sale agreement with minimum unrestricted net cash proceeds to the Company of $4.0 million under the Loan and Security Agreement, dated May 29, 2015, as amended, with Oxford Finance LLC and the lenders. Lorem is currently the exclusive licensee for the Company's Cell Therapy products in all fields of use in China, Hong Kong, Singapore, Malaysia and Australia under the terms of the Amended and Restated License and Supply Agreement dated Jan. 30, 2014, by and between the Company and Lorem. This License and Supply Agreement will be terminated upon the consummation of the transactions under the Purchase Agreement. Pursuant to the Purchase Agreement, the Company's Lease Agreement entered into on April 2, 2010, with HCP Callan Rd, LLC will be assigned to Lorem, subject to the consent of HCP Callan Rd, LLC. Both the Company and Lorem have made customary representations, warranties and covenants in the Purchase Agreement, which is subject to termination by either the Company or Lorem upon the occurrence of specified events. The transaction is expected to close on or before April 30, 2019, subject to the satisfaction or waiver of various conditions. A full-text copy of the Asset and Equity Purchase Agreement is available for free at https://is.gd/5YTcfc About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is developing, manufacturing, and commercializing nanoparticle-delivered oncology drugs and autologous adipose-derived regenerative cell (ADRC) therapies within its Nanomedicine and Cell Therapy franchises, respectively. Cytori Nanomedicine is focused on the liposomal encapsulation of anti-neoplastic chemotherapy agents, which may enable the effective delivery of the agents to target sites while reducing systemic toxicity. The Cytori Nanomedicine product pipeline consists of ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast cancer, ovarian cancer, multiple myeloma, and Kaposi's sarcoma, a complex/hybrid generic drug, and ATI-1123 patented albumin-stabilized pegylated liposomal docetaxel for multiple solid tumors. Cytori Cell Therapy, prepared within several hours with the proprietary Celution System and administered to the patient the same day, has been shown in preclinical and clinical studies to act principally by improving blood flow, modulating the immune system, and facilitating wound repair. As a result, Cytori Cell Therapy may provide benefits across multiple disease states and can be made available to the physician and patient at the point-of-care. Cytori reported a net loss of $12.63 million for the year ended Dec. 31, 2018 compared to a net loss of $22.68 million for the year ended Dec. 31, 2018. As of Dec. 31, 2018, the Company had $23.99 million in total assets, $18.76 million in total liabilities, and $5.22 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that Cytori has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DELTA AGGREGATE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Delta Aggregate LLC, according to court dockets. Delta Aggregate LLC filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-13194) on March 12, 2019, and is represented by Bradley S. Shraiberg, Esq. The case is assigned to Judge Erik P Kimball. At the time of filing, the Debtor disclosed $10,000,001 to $50 million in assets and liabilities. DELTA DUCK: May 14 Plan Confirmation Hearing -------------------------------------------- The Bankruptcy Court has approved the Second Amended Disclosure Statement explaining the Second Amended Chapter 11 Plan of Liquidation of Delta Duck Farms, LLC, and set the hearing on confirmation of the Plan for May 14, 2019, at 03:00 PM. Last day to object to confirmation of the Plan is May 6. Class 4 consisting of Allowed General Unsecured Claims are impaired. The Debtor and the Reorganized Debtor reserve the right to object to allowance or classification of any Class 4 Claims. Holders of Allowed Class 4 Claims shall be paid in full from Trust Assets, if any are available, but only after payment of Allowed Administrative and Priority Claims and Trust Expenses. Class 2 consisting of the FMB Secured Claim are impaired and are Allowed Claim under the Plan. In full and final satisfaction of the Allowed FMB Secured Claim against the Debtor, and in accordance with the implementation provisions of Section 6.2 of the Plan, the Allowed FMB Secured Claim shall either be (a) assumed by Arkel, or (b) paid in full in cash at closing of the Sale from the proceeds of the Sale. Class 3 consisting of the Arkel Secured Claim are impaired. In full and final satisfaction of the Allowed Arkel Secured Claim, the Arkel Secured Claim shall be satisfied either through assumption of the FMB Secured Claim and credit bid by Arkel for the Property, or in the event Arkel is not the winning bidder for the Property, in full and in cash at the closing of the Sale from the proceeds of the Sale. Arkel shall not be entitled to an Allowed Class 4 General Unsecured Claim for the balance of any deficiency after satisfaction of the Allowed Class 3 Claim from the proceeds of the Sale. Class 5 consisting of all Equity Interests in the Debtor are impaired. To the extent that Trust Assets are sufficient to satisfy all Allowed Administrative, Priority and General Unsecured Claims and to pay all Trust Expenses, any remaining Trust Assets shall be distributed to the Holder of the Allowed Class 5 Equity Interests. The Debtor will sell its movable and immovable property pursuant to any Sale Order entered by the Court arising from the Sale Motion. The Sale Motion requires the sale of the Debtor's movable and immovable property for a minimum purchase price of $4,910,000. The Liquidating Trust will be funded initially with any and all Cash and other Property possessed by the Debtor as of the Effective Date. Funds needed to make Cash payments on the Effective Date under this Plan shall come from either Trust Assets, including cash on hand, or from the proceeds of the transactions contemplated under the Plan. A full-text copy of the Second Amended and Supplemented Disclosure Statement dated April 1, 2019, is available at http://tinyurl.com/y3kh84jafrom PacerMonitor.com at no charge. 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. DELTA MATERIALS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Delta Materials LLC, according to court docket. Delta Materials, LLC and its affiliate Delta Aggregate, LLC (Bankr. S.D. Fla. Lead Case No. 19-13191) filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code on March 12, 2019. Delta Aggregate owns a property located at 9025 Church Rd, Felda, Florida, having an appraised value of $22 million. The Debtors' counsel is Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, PA, in Boca Raton, Florida. At the time of filing, Delta Materials's total assets was $22,006,491 and total liabilities was $10,377,363. Delta Aggregate's total assets was $22,006,491 and total liabilities was $10,377,363. DOVETAIL GALLERY: Taps Felix & Gloekler as Accountant ----------------------------------------------------- Dovetail Gallery Limited received approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Felix & Gloekler, P.C. as its accountant. The firm will provide the Debtor with financial advice; assist the Debtor in the preparation of its tax returns, monthly operating reports and plan of reorganization; and provide other accounting services necessary to administer its bankruptcy estate. Felix & Gloekler is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jim Gloekler Felix & Gloekler, P.C. 2306 Peninsula Drive Erie, PA 16506 Phone: (814) 838-6095 Email: Jim@fg-cpa.com About Dovetail Gallery Limited Dovetail Gallery Limited, which conducts business under the names The Dovetail Gallery and Dovetail Gallery, Inc., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-10134) on Feb. 14, 2019. The Debtor is represented by its counsel, Michael P. Kruszewski, Esq., and the Quinn Law Firm. EX-TITANIC CORP: Seeks to Hire Exit Frontier as Realtor ------------------------------------------------------- Ex-Titanic Corp. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire a realtor. The Debtor proposes to employ Cesar Diaz and his firm Exit Frontier Realty to prepare a market analysis of its real property located at 3125-29 Central Avenue, Union City, New Jersey. Mr. Diaz disclosed in a court filing that the firm and its employees are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Exit Frontier can be reached through: Cesar Diaz Exit Frontier Realty 6804 Bergenline Ave, Suite 2 Guttenberg, NJ 07093 Office: (201) 854-8888 Cell: (201) 232-7650 Fax: 201-453-0026 About Ex-Titanic Corp. Ex-Titanic Corp. filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 18-24241) on July 16, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Stacey L. Meisel. The Debtor tapped Barry Scott Miller, Esq., as its legal counsel. EX-TITANIC CORP: Seeks to Hire Robert Mayerovic as Special Counsel ------------------------------------------------------------------ Ex-Titanic Corp. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Robert Mayerovic, Esq., as its special counsel. Mr. Mayerovic will provide legal services in connection with the building violation claims made by Union City. He will charge an hourly fee of $250 for his services. Mr. Mayerovic is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. About Ex-Titanic Corp. Ex-Titanic Corp. filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 18-24241) on July 16, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Stacey L. Meisel. The Debtor tapped Barry Scott Miller, Esq., as its legal counsel. EYEPOINT PHARMACEUTICALS: Guggenheim Underwrites Stock Offering --------------------------------------------------------------- EyePoint Pharmaceuticals, Inc., has entered into an underwriting agreement with Guggenheim Securities, LLC, as representative of the several underwriters, in connection with its previously announced public offering of 10,526,500 shares of the Company's common stock, $0.001 par value per share, at a public offering price of $1.90 per share less underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,578,975 shares of Common Stock at the same price. The net proceeds to the Company from the Offering, excluding any exercise by the Underwriters of their thirty day option to purchase any of the Option Shares, are expected to be approximately $18.3 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is being made pursuant to a prospectus supplement dated March 28, 2019 and an accompanying prospectus dated Dec. 11, 2018, pursuant to a Registration Statement (No. 333-228581) on Form S-3, which was initially filed by the Company with the Securities and Exchange Commission on Nov. 28, 2018 and declared effective by the SEC on Dec. 11, 2018. The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com/-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. With the approval by the FDA on Oct. 12, 2018 of the YUTIQ three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye (NIPU), the Company has developed the majority of the FDA-approved sustained-release treatments for eye diseases. The Company reported a net loss of $44.72 million for the six months ended Dec. 31, 2018. For the year ended June 30, 2018, the Company reported a net loss of $53.17 million, compared to a net loss of $18.48 million for the year ended June 30, 2017. As of Dec. 31, 2018, Eyepoint had $78.16 million in total assets, $40.53 million in total liabilities, and $37.63 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, the Company's auditor since 2008, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's limited currently available cash, cash equivalents and available borrowings, together with its history of losses, and the uncertainty in timing of cash receipts from its newly launched products raise substantial doubt about the Company's ability to continue as a going concern. FACTORY DIRECT LOGISTICS: May Use Cash Collateral on Interim Basis ------------------------------------------------------------------ The Hon. LaShonda Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois inked her approval to an agreed order permitting Factory Direct Logistics, LLC's interim use of cash collateral belonging to P2BInvestor, Inc. Pursuant to the agreement between P2Bi and the Debtor, P2Bi consents to the Debtor's use of approximately $25,000 from the $61,000 that the Debtor is currently holding which was advanced by P2Bi in February, 2019 under the following conditions: (a) The funds will be used solely to pay necessary operating expenses: (b) The Debtor will immediately discontinue sending communications to its customers redirecting payments from P2Bi until the Court enters a final order on Debtor's Emergency Motion to for Use of Cash Collateral; (c) The Debtor will provide P2Bi a list of the customers to whom the Debtor has sent notices redirecting payment with the understanding that P2Bi will not contact the customers directly without a court ruling on the issue; (d) The Debtor will provide P2Bi with an accounting of all amounts received by the Debtor as a result of notices Debtor sent to customers to redirect payments; and (e) P2Bi has not consented to Debtor's use of approximately $7,000 of redirected payments collected by Debtor. A copy of the Agreed Order is available at http://bankrupt.com/misc/ilnb19-05484-38.pdf About Factory Direct Logistics Factory Direct Logistics, LLC, which conducts business under the name FDL Fasteners, LLC, manufactures fasteners, special parts, and trailer components. Based in Schaumburg, Illinois, Factory Direct Logistics filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-05484) on March 1, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The case is assigned to Judge Lashonda A. Hunt. Robert R. Benjamin, Esq., Beverly A. Berneman, Esq., and Anthony J. D'Agostino, Esq., at Golan Christie Taglia LLP, serve as the Debtor's bankruptcy attorneys. FIELDPOINT PETROLEUM: Extends Forbearance Agreement Until June 30 ----------------------------------------------------------------- FieldPoint Petroleum Corporation entered into an Eleventh Amendment to Loan Agreement and Fifth Amendment to Forbearance Agreement with Citibank, N.A., a national banking association. Pursuant to the Forbearance Agreement, the Lender agrees to forbear from the exercise of any of its rights and remedies under the Existing Credit Agreement and the other Loan Documents in connection with the Specified Defaults and the Specified Anticipated Defaults for a period beginning as of the Effective Date and continuing through and including June 30, 2019. The parties agree that the Revolving Credit Borrowing Base remains $2,585,131 until next redetermined as provided in Article III of the Loan Agreement. A full-text copy of the Eleventh Amendment to Loan Agreement is available for free at https://is.gd/J0TMY9 About FieldPoint Petroleum Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP) -- http://www.fppcorp.com/-- is engaged in oil and natural gas exploration, production and acquisition, primarily in Louisiana, New Mexico, Oklahoma, Texas and Wyoming. Fieldpoint Petroleum reported net income of $2.66 million in 2017 compared to a net loss of $2.47 million in 2016. As of Sept. 30, 2018, the Company had $7.33 million in total assets, $5.69 million in total liabilities, and $1.63 million in total stockholders' equity. Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017, issued a "going concern" qualification 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 has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. FIRSTENERGY SOLUTIONS: Inter-Debtor Claimants to Recoup Only 13.3% ------------------------------------------------------------------ FirstEnergy Solutions Corp. and affiliates filed with the U.S. Bankruptcy Court for the Northern District of Ohio a disclosure statement for their second amended joint plan of reorganization dated March 17, 2019. The second amended plan modifies the recovery the Inter-Debtor Claimants in Class B-10 from 13.4% to 13.3%. Each Holder of an Allowed prepetition Inter-Debtor Claim against FG shall receive their Pro Rata share of the FirstEnergy Generation Mansfield Unit 1 Corp. Unsecured Distributable Value. In lieu of Cash payment or other distribution to the Debtors holding such prepetition InterDebtor Claim against FG, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FG by including the recovery on such prepetition Inter-Debtor Claims against FG in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FG. A copy of the Disclosure Statement dated March 17, 2018 is available at https://tinyurl.com/y4srdgst from primeclerk.com. About FirstEnergy Solutions Corp Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. FRANK THEATRES: Taps Paragon Management as Real Estate Advisor -------------------------------------------------------------- Frank Theatres Bayonne/South Cove LLC received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Paragon Management LLC as its industry consultant and real estate advisor. The firm will assist the company and its affiliates in negotiations with their landlords; plan and manage the implementation of approved renovation projects; and provide advice related to the movie theater industry. Paragon will be paid a consulting fee in the amount of $50,000 per month. Michael Whalen Jr., managing member of Paragon, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael F. Whalen, Jr. Paragon Management LLC 3984 West Hillsboro Blvd. Deerfield Beach, FL 33442 About Frank Theatres The Frank Entertainment Group, LLC -- http://www.franktheatres.com/ -- has owned, operated, developed, and managed over 150 entertainment venues including nickelodeons, motion picture theatres, arcades, restaurants, nightclubs, bowling centers, game centers, and family entertainment centers. The Debtors operate pure play movie theaters, combination movie theater/family entertainment complexes, and pure play family entertainment complexes in six east coast states -- New Jersey (including theaters located in Bayonne and Rio Grande), Florida, North Carolina, South Carolina, Pennsylvania, and Virginia -- under the brand names Frank Theatres, CineBowl & Grille, and Revolutions. The Debtors employ approximately 694 people. Frank Entertainment Group is the ultimate parent of all of the other Debtors, including Frank Management, LLC, the main operating and management company. Frank Entertainment Group is headquartered in Jupiter, Florida. Frank Entertainment Group and 23 affiliates sought Chapter 11 protection on Dec. 19, 2018. The lead case is In re Frank Theatres Bayonne/South Cove, LLC (Bankr. D.N.J. Lead Case No. 18-34808). Frank Theatres Bayonne estimated assets of $10 million to $50 million and liabilities of the same range. The Hon. Stacey L. Meisel is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Moss Adams LLP as financial advisor; Paragon Entertainment Holdings, LLC as consultant; and Prime Clerk LLC as claims and noticing agent. GOD'S CHURCH INTERDENOMINATIONAL: Unsecureds to Get $100 Per Month ------------------------------------------------------------------ God's Church Interdenominational Fellowship filed a small business Chapter 11 plan of reorganization and accompanying disclosure statement. Class 2 - General Unsecured Class are impaired and will be paid $100.00 per month until paid in full. Class 1 - Secured claim of The Evangeline Bank & Trust Co. are impaired with allowed secured claim $128,357.05. The Creditor will be paid with interest at the rate of 6.75% per annum. The claim will be amortized over 240 months, but will be paid in fifty-nine (59) monthly installments of $975.98 each, followed by one final balloon payment of all remaining unpaid principal, interest, and other outstanding amounts due to creditor. The Creditor shall retain its lien until the secured claim has been paid in full. Payments and distributions under the Plan will be funded by the debtor's future income from operations. A full-text copy of the Disclosure Statement dated April 1, 2019, is available at http://tinyurl.com/yyhufre9from PacerMonitor.com at no charge. About God's Church Interdenominational Fellows God's Church Interdenominational Fellowship filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 18-80723) on July 23, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by L. Laramie Henry, Esq., at L. Laramie Henry, Attorney at Law. GREENPARTS INTERNATIONAL: Seeks Authority to Use Cash Collateral ---------------------------------------------------------------- Green Parts International, Inc., requests authority from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral for the purposes and amounts set forth in the proposed budget. The Debtor requires the use of cash collateral to pay operating expenses of the Business, including, but not limited to, the insurance and property taxes. Cash collateral will be used only pursuant to the terms of the Budget during the period following entry of the Interim Order until the earlier of: (i) 45 days following entry of the Interim Order; (ii) conversion of the case to Chapter 7 or dismissal of the case; or (iii) the Debtor's violation of the terms of the Interim Order, including failure to comply with the Budget. Power Up Lending Group, LTD asserts a first priority security interest in all inventory of the Debtor. As adequate protection for the cash collateral expended pursuant to the Interim Order, Power Up will be given a replacement lien on all tangible and intangible personal property, including but not limited to, goods, fixtures, chattel paper, documents, equipment, instruments and inventory wherever located belonging to Debtor, to the extent and validity of those liens that existed prepetition. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/ganb19-53617-6.pdf About Greenparts International Greenparts International, Inc., is a recycling company with multiple locations in Atlanta, Georgia. The company filed a Chapter 11 petition (Bankr. Case No. 19-53617) on March 5, 2019. The petition was signed by Asif Balagamwala, president. Greenparts International is represented by Will B. Geer, Esq. at Wiggam & Geer, LLC. At the time of filing, the company estimated assets of $1 million to $10 million of the same range. HALLUCINATION MEDIA: Taps W. Bart Meacham as Special Counsel ------------------------------------------------------------ Hallucination Media, LLC, received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire W. Bart Meacham, Esq., as its special counsel. Mr. Meacham will represent the Debtor in an adversary proceeding whereby the Debtor will pursue various claims against NCJ Investment Company, The Radiant Group, LLC, Joe Capitano Jr., and The Ritz Ybor, LLC. The case involves conversion of property of the Debtor's bankruptcy estate. Mr. Meacham will be compensated in the amount of 40% of any net recovery obtained by the attorney on behalf of the Debtor. About Hallucination Media Hallucination Media, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-04116) on May 12, 2016. The petition was signed by Bryan L. Nichols, manager and member. The Debtor estimated assets at $50,001 to $100,000 and liabilities at $0 to $50,000 at the time of the filing. The Debtor is represented by Leon A. Williamson Jr., Esq., at the Law Office of Leon A. Williamson, Jr., P.A. HERITAGE DISPOSAL: Taps Huston & Higgins as Special Counsel ----------------------------------------------------------- Heritage Disposal and Storage LLC seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to hire Huston & Higgins Law Firm as its special counsel. The firm will represent the Debtor in negotiations regarding financing, contracts and other matters that affect its operations but are not related to its bankruptcy case. David Huston, Esq., at Huston & Higgins Law Firm, disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor. The firm can be reached through: David C. Huston, Esq. Huston & Higgins Law Firm 108 N. Locust St. Grand Island, NE 68801 Phone: 308-382-3888 Email: david@hustonandhiggins.com About Heritage Disposal and Storage Heritage Disposal and Storage, LLC -- http://www.heritagedisposalandstorage.com/-- is a civilian owned facility in the United States dedicated to the storage desentizing, neutralization, disposal and recycling of Ammunition and Explosives (A&E) and derivative materials using an EPA compliant Closed System Thermal Treatment process. Founded in 2003, the company offers complete services including receipt, inventory, accountability, documentation, security, storage, recycling and disposal. Located at the former Cornhusker Army Ammunition Plant, Grand Island, Nebraska, the Company's 900 acre facility is currently licensed and certified by the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) and the State of Nebraska. Heritage Disposal and Storage sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 19-40297) on Feb. 27, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Thomas L. Saladino. Lepant & Lentz, PC, LLO, is the Debtor's legal counsel. HIRAM COLLEGE, OH: S&P Alters Outlook to Pos. on Stable Enrollment ------------------------------------------------------------------ S&P Global Ratings revised the outlook to positive from stable and affirmed its 'BB' long-term rating on the Ohio Higher Educational Facility Commission's series 2015 higher educational facility revenue refunding bonds issued for Hiram College. "The outlook revision reflects our view of Hiram's stabilizing enrollment trends after several years of enrollment declines and its gradually strengthening balance sheet," said S&P Global Ratings credit analyst Phillip Pena. HOUSE OF FLOORS: To Pay Unsecureds $4K Quarterly Over 3 Years ------------------------------------------------------------- House of Floors of Palm Beach, Inc., filed a disclosure statement explaining its proposed chapter 11 plan of reorganization. Class 7 under the plan consists of the Allowed General Unsecured Claims. Each Allowed Unsecured Claim against the Debtor's Estate will be satisfied by distributions on a pro rata basis with the Holders of all Allowed Unsecured Claims in this Class 7 on a quarterly basis from a $4,000 per quarter payment made by the Debtor. The Distributions to the Holders of Allowed Unsecured Claims hereunder will commence on the Effective and be paid quarterly for three years thereafter. The Debtor believes it has adequate cash flow to make the make the payments provided for in the Plan. The Debtor believes there is minimal risk to the creditors if the Plan is confirmed. The continued operation of the Debtor's operating business is the mechanism available for general unsecured to receive a distribution in this case. A copy of the Disclosure Statement is available at https://tinyurl.com/y5xvr42c from Pacermonitor.com at no charge. About House of Floors of Palm Beach House of Floors of Palm Beach Inc. -- http://www.houseoffloors.com/ -- provides floor covering installations & cleaning services to both the commercial and residential industries. The company is based in Boca Raton, Florida. House of Floors of Palm Beach filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-15236) on April 1, 2018. In the petition signed by Donald Brodsky, president, the Debtor disclosed $1.09 million total assets and $1.73 million total debt. Judge Mindy A. Mora is the case judge. Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel. Thomas Regan and the accounting firm of Moss, Krusick & Associates, LLC, serve as accountants. HOYT CONTRACTORS: Seeks to Hire Financial Expert ------------------------------------------------ Hoyt Contractors, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire a financial expert. The Debtor proposes to employ Daryl Schouest, a financial expert based in Leonville, Louisiana, to review financial information in order to prepare for testimony that may be required at a court hearing scheduled for April 16 and at the plan confirmation hearing. Mr. Schouest will charge $175 per hour for his services. Mr. Schouest is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. About Hoyt Contractors Hoyt Contractors, LLC, constructs pole barns and is 100 percent owned by Terry and Loreasa Hoyt. Hoyt Contractors sought protection under Chapter 11 of the Code (Bankr. E.D. La. Case No. 18-13255) on Dec. 7, 2018. In the petition signed by Loreasa Hoyt, manager, the Debtor estimated assets and liabilities of less than $1 million. Judge Elizabeth W. Magner oversees the case. The Debtor tapped Phillip K. Wallace, PLC as its legal counsel. IACCARINO INC: CPDR Objects to Disclosure Statement, Plan --------------------------------------------------------- The Commonwealth of Pennsylvania, Department of Revenue, objects to the approval of the disclosure statement and confirmation of plan filed by Iaccarino, Inc. CPDR complains that the sale of alcohol without a license is a criminal offense in the Commonwealth of Pennsylvania. CPDR asserts that to the extent that debtor is relying on this expired liquor license to help it meet the monthly payments proposed by this plan of reorganization, its reliance is misplaced. CPDR further complains that debtor should acknowledge in its Disclosure Statement that it has no authority to sell alcohol as its liquor license expired one year ago. Otherwise, other creditors will lack the information necessary to make an informed decision when voting on the plan. CPDR points out that the Disclosure Statement acknowledges that the Bankruptcy Code "requires that all administrative expenses be paid on the effective date of the Plan" and thereafter identifies its expected administrative expenses. CPDR further points out despite knowing that it has not filed or paid on its Pennsylvania sales and employer withholding tax returns almost since filing its bankruptcy petition, debtor fails to identify the Commonwealth of Pennsylvania, Department of Revenue's estimated post-petition taxes, interest, and penalties as administrative expenses. According to CPDR, the Debtor has proposed full payment of Priority Tax claims. However, CPDR complains that in the subsequent section of the Disclosure Statement, while claiming that the Commonwealth of Pennsylvania, Department of Revenue and the Internal Revenue Service's priority claims are "Unimpaired." CPDR point out that the Plan of Reorganization proposes that debtor will pay the Commonwealth of Pennsylvania, Department of Revenue's priority taxes "with no interest in monthly installments" and will start making those payments "approximately 23 months following the effective date of the plan," to the contrary, the Commonwealth of Pennsylvania, Department of Revenue requires that debtor begin paying the Commonwealth's priority claim earlier and with interest. CPDR asserts that because debtor (1) did not renew its liquor license in advance of filing for bankruptcy and it expired on March 31, 2018, (2) has not applied to renew its liquor license at any time since March 31, 2018, and (3) has not filed its post-petition state tax returns and paid its post-petition state taxes in a timely manner, debtor cannot currently use or transfer the liquor license. According to the CPDR, It is questionable what the expired license's current value is to debtor. Although it may be worth $150,000 to the PLCB at resale, in its current status, it is worthless to debtor. About Iaccarino, Inc. Iaccarino, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 18-16655) on Oct. 4, 2018, disclosing under $1 million in assets and liabilities. The Law Firm of Case & DiGiamberardino, P.C., led by name partner John A. DiGiamberardino, serves as counsel to the Debtor. IG INVESTMENTS: Moody's Lowers CFR to B3, Outlook Remains Stable ---------------------------------------------------------------- Moody's Investors Service downgraded IG Investments Holdings, LLC's (the entity that indirectly owns Insight Global, LLC -- collectively referred to as "Insight Global") Corporate Family Rating to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. Concurrently, Moody's affirmed the rating for Insight Global's first lien senior secured credit facilities at B2, which reflects the priority position the first lien credit facilities have on substantially all of the company's assets and loss absorption by the proposed new $295 million second lien (unrated) term loan. The outlook is stable. Insight Global is proposing to fund a $329 million special distribution to equity holders with new debt and cash. The transaction will increase the company's debt level by about $325 million consisting of a $30 million add-on to its first lien term loan and a new $295 million second lien term loan, which will be privately placed. Pro forma Moody's adjusted debt-to-EBITDA will increase to 7.2x from 5.7x for the trailing twelve months ended December 31, 2018. "The downgrade reflects the company's increasingly aggressive financial policies favoring shareholders with a fifth (and largest) debt-funded distribution that is less than a year from the last dividend recapitalization transaction in May 2018. This transaction results in a significant increase in leverage and cash interest expense and we expect that leverage will be sustained above 6.0x over the next 12 to 18 months," said Moody's analyst Joanna Zeng O'Brien. "The downgrade also reflects Moody's expectation of modest free cash flow generation that is constrained by a very high interest burden with free cash flow as a percentage of debt estimated to be in the low single digit percent range over the next 12 to 18 months," added O'Brien. Moody's took the following ratings actions: Issuer: IG Investments Holdings, LLC Corporate Family Rating, downgraded to B3 from B2 Probability of Default Rating, downgraded to B3-PD from B2-PD Senior Secured First Lien Revolving Credit Facility, affirmed B2 (LGD3) Senior Secured First Lien Term Loan (including proposed upsize), affirmed B2 (LGD3) Outlook Actions: Outlook, remains stable Ratings Rationale Insight Global's B3 CFR broadly reflects its high financial leverage with LTM (as of December 31, 2018) Moody's adjusted debt-to-EBITDA of 7.2x pro forma for the proposed debt funded dividend distribution transaction and its increasingly aggressive financial policies favoring shareholders. The rating is also constrained by Insight Global's moderate degree of customer concentration as well as the inherent cyclicality in the employment staffing industry. However, the rating is supported by Insight Global's growing operating scale in a highly fragmented industry and its good track record of execution in expanding its office locations. The rating also benefits from the company's ability to de-lever through earnings growth. The stable outlook reflects Moody's expectation that the global economy will continue to grow modestly and support earnings growth, de-leveraging capacity and modest free cash flow over the next 12 to 18 months. The stable outlook also expects aggressive financial policies sustaining Moody's adjusted debt-to-EBITDA above 6.0x over the next 12 to 18 months. The ratings could be downgraded if there is deterioration in operating performance or liquidity, free cash flow is weak or negative, or EBITA-to-interest expense is less than 1.25x. The ratings could be upgraded if the company delivers sustained revenue and earnings growth, and maintains financial policies that would sustain Moody's adjusted debt-to-EBITDA below 5.5x and free cash flow as a percentage of debt above 5%. The principal methodology used in these ratings was the Business and Consumer Service Industry published in October 2016. Headquartered in Atlanta, Georgia, Insight Global is a specialized provider of temporary and project professionals in the field of information technology (about 85% of revenue), finance/accounting and engineering. The company operates through 49 offices that are largely located in major cities across the U.S. and Canada. Insight Global is private and is owned by affiliates of Ares Management, Leonard Green & Partners, Harvest Partners, and Crescent Capital. The company generated approximately $2.1 billion in revenue in 2018. IGLESIA CASA DE ADORACION: Plan, Disclosures Hearing Set for May 8 ------------------------------------------------------------------ Bankruptcy Judge Mildred Caban Flores issued an amended order conditionally approving Iglesia Casa de Adoracion Jabes International, Inc.'s disclosure statement filed on March 28, 2019. Written acceptances or rejections of the Plan, and any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan will be held on May 8, 2019, at 9:00 AM, at the U.S. Bankruptcy Court, Jose V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. About Iglesia Casa de Adoracion Iglesia Casa de Adoracion Jabes International, Inc., is a religious organization based in Bayamon, Puerto Rico. Iglesia Casa sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-03374) on June 15, 2018. In the petition signed by Nixon Cruz Rivera, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Mildred Caban Flores presides over the case. INNOVATIVE MATTRESS: Sale of All Assets to Tempur World Approved ---------------------------------------------------------------- Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky authorized Innovative Mattress Solutions, LLC and its debtor-affiliates to sell 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 $50,000, 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. Upon the Closing Date, the Purchaser Secured Claims credit bid in accordance with the Sale Order and the Asset Purchase Agreement will be deemed discharged against the Debtors and satisfied in full. The sale is free and clear of all Claims against the Debtors and the Purchased Assets. Subject to paragraph 21, and conditioned upon the occurrence of the Closing Date and paragraphs 28 to 38 with respect to Designation Right Contracts, the Debtors are authorized in accordance with sections 105(a) and 365 of the Bankruptcy Code to assume and assign the Purchased Contracts to the Purchaser (or an Assignee, as applicable) free and clear of all Claims to the extent set forth in the Sale Order, and to execute and deliver to the Purchaser such documents or other instruments as may be necessary to assign and transfer the Purchased Contracts to the Purchaser (or an Assignee, as applicable) as provided in the Asset Purchase Agreement. Notwithstanding the provisions of Bankruptcy Rules 6004(h), 6006(d) or 7062 or any applicable provisions of the Local Rules, the Sale Order will not be stayed after the entry thereof, but will be effective and enforceable immediately upon entry, and the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d) is expressly waived and will not apply. Time is of the essence in closing the Sale Transaction and the Debtors and the Purchaser intend to close the Sale Transaction as soon as practicable. Any party objecting to this Sale Order must exercise due diligence in filing an appeal and pursuing a stay within the time prescribed by law and prior to the Closing Date, or risk its appeal will be foreclosed as moot. The Sale Order constitutes a final order upon which the Debtors and the Purchaser are entitled to rely. At the Closing, the Purchaser will pay to the Sellers, the balance of the purchase price remaining due and owing under the Asset Purchase Agreement. The proceeds, if any, of the Sale Transaction will be applied as provided in the Final DIP Order, including to repay in cash or pursuant to the Credit Bid on the Closing Date the DIP Obligations from the sale of those Purchased Assets upon which the DIP Lender has a first lien, including all costs and expenses of the DIP Lender set forth in the applicable pay off letter, without the need for any professional for the DIP Lender to deliver or serve any invoices to any other party. Upon receipt of the Cash Payment pursuant to the terms of the Asset Purchase Agreement, the Debtors will hold the Cash Payment in a segregated account held at a third-party financial institution and will not be commingled with the Debtors' other funds or used other than as expressly permitted in the Asset Purchase Agreement. Any portion of the Cash Payment that is not used by the Sellers will be promptly remitted to Purchaser in accordance with the terms of the Asset Purchase Agreement. The Purchaser and its affiliates will retain any security interests in amounts funded for the Wind Down Payments, the Additional Section 503(b)(9) Wind-Down Payment, the Estimated Professional Fees Amount, the Estimated United States Trustee Fee Amount and the Estimated Committee Fee Amount to secure any claims for any cash remaining with the Sellers after payment of all allowed Administrative Expenses for each such category of the Cash Payment. The Purchaser will not be required to seek or obtain relief from the automatic stay under section 362 of the Bankruptcy Code to enforce any of its remedies under the Asset Purchase Agreement, and Related Agreements, documents or other instruments. The automatic stay imposed by section 362 of the Bankruptcy Code is modified solely to the extent necessary to implement the provisions of the Sale Order. The First Amendment to the DIP Financing Agreement is approved in its entirety. The Purchaser and its affiliates will subordinate their pre-petition unsecured claims against the Debtors up to the first $500,000 of distributions to holders of allowed unsecured claims against the Debtors. Immediately prior to the occurrence of the Closing, the Debtors will be permitted to draw and escrow in accounts other than those being purchased pursuant to the APA, certain amounts under the DIP Facility pursuant to the DIP Budget approved by the Court pursuant to the Final DIP Order, including, for the avoidance of doubt, up to $210,000 for unpaid professional fees of the Committee through the Closing Date and up to $260,000 of fees segregated and designated solely for payment of any fees of the United States Trustee accrued through the Closing Date. Immediately prior to the occurrence of the Closing, the Purchaser will fund an additional $160,000 payment to the Debtors, with such funds to be escrowed in a segregated account by the Debtors, other than an account being purchased pursuant to the APA, for the payment of any claims allowed against the Debtors held by any creditor other than the Purchaser or its affiliates. Section 3.1(a)(i) of the Asset Purchase Agreement will be revised as follows: (i) the Cash Payment as set forth in Section 3.1(c) plus $50,000, plus Section 3.1(c) of the Asset Purchase Agreement will be revised as follows: (c) On the Closing Date, the Purchaser will pay by wire transfer of immediately available funds (either through an advance under the DIP Facility immediately prior to Closing or a wire transfer at Closing, at the Purchaser's election) (i) an amount equal to the Estimated Cure Amounts less the amount of all Cure Amounts paid or to be paid directly by Purchaser in accordance with this Agreement, (ii) the aggregate amount of all payment amounts set forth on Schedule 3.1 paid to one or more segregated accounts of Sellers to be further paid by Sellers to the applicable parties in accordance with the wind down budget as provided in the Sale Order, which amount will not exceed $300,000 ("Wind Down Payments"), (iii) an amount equal to the Estimated Professional Fees Amount, (iv) an amount equal to $160,000, which will be segregated and used by the Debtors solely to pay any allowed claims of any creditor under section 503(b)(9) other than Purchaser or any of its Affiliates ("Additional Section 503(b)(9) Wind-Down Payment"), (v) an amount equal to the Sellers' good faith estimate of fees accrued and unpaid to the United States Trustee through the Closing Date, subject to a cap of $260,000 ("Estimated United States Trustee Fee Amount") and (vi) an amount equal to the Committee's good faith estimate of the amount of legal, financial and accounting advisory fees and costs incurred by professionals retained by the Committee that constitute allowed Administrative Expenses that are due and owing but unpaid as of the Closing Date up to a cap of $210,000 ("Estimated Committee Fee Amount"). Any amounts funded by the Purchaser in accordance with this Section 3.1(c)(i) will be subject to Section 3.2. Any amounts funded by Purchaser in accordance with this Section 3.1(c)(ii) through (v) that are not spent by Sellers as set forth above will be retained by the Debtors' estates. For the avoidance of doubt, Wind Down Payments will be limited to the specific applicable line item in Schedule 3.1,4 and any unused amounts in one line item may be applied or carried over to any other line item prior to any excess being remitted to Purchaser. Purchaser and its Affiliates will retain any security interests in amounts funded for the Wind Down Payments, the Additional Section 503(b)(9) Wind-Down Payment, the Estimated Committee Fee Amount, the Estimated United States Trustee Fee Amount and the Estimated Professional Fees Amount, to secure any claims for any cash remaining with the Sellers after payment of all allowed Administrative Expenses. The Debtors will establish a separate account to hold the Cash Payment, which account will be an Excluded Asset under this Agreement. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Innovative_Mattress_424_Order.pdf 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. INSCOPE INT'L: $5.2M Sale of All Assets to Infinisource Approved ---------------------------------------------------------------- Judge Klinette Kindred of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized the bidding procedures of InScope International, Inc. in connection with the sale of substantially all assets to Infinisource Consulting Solutions, Inc. for $5.2 million, plus incentive payments for two years if certain revenue milestones are achieved, subject to higher and better offers. The Bid Protections are approved. If earned by the Purchaser pursuant to the terms of the LOI (and the APA, as applicable), the Debtor is authorized to pay the Bid Protections to the Purchaser without further order of the Bankruptcy Court. The Debtor will serve the Sale and Bid Procedures Notice within three business days of entry of the Order on all Notice Parties. Any objections to any of the relief to be requested at the Sale Hearing must be filed by April 3, 2019. Compliance with the foregoing notice provisions will constitute sufficient notice of the Debtor's proposed sale of the Assets free and clear of all liens, claims, interests and encumbrances, and no additional notice of such contemplated transactions need be given. If the Debtor receives more than one Qualified Bid, an Auction will be held on April 8, 2019, commencing at 1:00 p.m. (ET) at the offices of Hirschler Fleischer, 8270 Greensboro Drive, Suite 700, Tysons, Virginia 22102, or at any such other location as the Debtor may hereafter designate. The Debtor is authorized to hold and conduct the Auction in accordance with the Bid Procedures. The Sale Hearing will be conducted on April 11, 2019, at 1:00 p.m. Notwithstanding the possible applicability of Bankruptcy Rule 6004(h) or otherwise, the terms and conditions of the Bid Procedures Order will be immediately effective and enforceable upon entry, and no automatic stay of execution will apply to it. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/InScope_Intl_117_Order.pdf About InScope International InScope International, Inc. -- https://www.inscopeinternational.com/ -- provides management, scientific, and technical consulting services. It combines technology and staffing expertise to serve clients that address complex issues in both the private and public sectors. Since 2002, InScope has grown its expertise from a specialized, regional technology staffing firm to a diversified consulting and integration company. InScope International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 19-10230) on Jan. 23, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case is assigned to Judge Klinette H. Kindred. Hirschler Fleischer PC is the Debtor's legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's case on March 1, 2019. The committee tapped Kevin M. O'Donnell, Esq., at Henry & O'Donnell, P.C., as its legal counsel. INTEGRATED STRUCTURES: May 14 Hearing on Disclosure Statement ------------------------------------------------------------- The hearing to consider approval of the adequacy of the Disclosure Statement explaining the Chapter 11 plan of Integrated Structures Corp. will be held before the Honorable Louis A. Scarcella, United States Bankruptcy Judge, United States Bankruptcy Court for the Eastern District of New York, in Courtroom 970 of the Alfonse M. D’Amato Federal Courthouse, 290 Federal Plaza, Central Islip, New York 11722, on May 14, 2019 at 11:00 a.m. May 7, 2019 is fixed as the last day for filing and serving written objections to the Disclosure Statement. About Integrated Structures Corp. Integrated Structures Corp. is a heavy construction contractor. It provides services as a general contractor in the structural steel and masonry and stone areas, and as a subcontractor on major construction projects in the Metropolitan New York City area. Integrated Structures Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-75420) on December 16, 2015. The petition was signed by Francis Lee, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. J. LEVINE AUCTION: U.S. Trustee Appoints 4-Member Committee ----------------------------------------------------------- The U.S. Trustee appointed four creditors to the official committee of unsecured creditors in the Chapter 11 case of J. Levine Auction & Appraisal LLC. The Committee members are: 1. Doug Crandall 8307 East Keim Drive Scottsdale, AZ 85050 Tel: 480-636-8063 Email: dougcinaz@gmail.com 2. John R. Trump 2089 Platt Cline Flagstaff, AZ 86005 Tel: 928-525-2651 Fax: 928-525-2651 Email: jrtrumpvontromp@gmail.com 3. Danielle and Jeremy Rovinsky 6317 North 10th Place Phoenix, AZ 85014 Tel: 240-429-7676 Email: rambam@gmail.com 4. Rami Varsha Empire Wholesale Jewelry 5016 Chesebro Road, #102 Agoura Hills CA 91301 Tel: 818-402-4397 Fax: 818-340-8164 Email: rvarsha1@yahoo.com About J. Levine Auction & Appraisal Based in Phoenix, Arizona, J. Levine Auction & Appraisal LLC -- https://www.jlevines.com/ -- sells fine jewelry, antique firearms, rare handbags, collectible coins, stunning decor, fine art, and more. J. Levine was established in 2009 by Josh Levine. The Company operates out of a 75,000 square foot facility in downtown Phoenix. J. Levine filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 19-02843) on March 15, 2019. The Debtor's counsel is Wesley Denton Ray, Esq., at Sacks Tierney P.A., in Scottsdale, Arizona. At the time of filing, the Debtor had $100,000 to $500,000 in assets and $1 million to $10 million in debts. JAMES M. AMOR: Chateau Farms Buying New Holland Property for $620K ------------------------------------------------------------------ James M. Amor asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of the real estate located at 566 East Main St., New Holland, Lancaster County, Pennsylvania to Chateau Farms, Inc., for $620,000. A hearing on the Motion is set for April 18, 2019 at 9:30 a.m. That Debtor and his wife, Patricia E. Amor, are the fee owners of the Property. Said real estate is the subject of an Agreement of Sale by and between the them and the Buyer. The Property was actively marketed to the public for sale by an agent using marketing tools such as Loopnet, Multilist, direct mail and email to target purchasers, website advertising and similar customary marketing tools. To the best of the Debtor's knowledge, the creditors who claim an interest in the property are Bank of America, which holds first and second mortgage liens on the Property with balances of approximately $350,000 and $66,500, respectively, the Internal Revenue Service who has subordinate federal tax liens filed against the Debtor with an approximate balance of $145,000, and the Pennsylvania Dept. of Labor and Industry who has subordinate tax liens filed against the Debtor with an approximate balance of $32,000. It is in the best interest of the estate that said real estate be sold as provided for in the Motion as the completion of the sale will enable the Debtor to propose a Chapter 11 Plan that will not need to address the obligations, or portions thereof, paid from the proceeds of the proposed sale. Moreover, the elimination by payment of the Debtor's monthly obligations owed to Bank of America will enhance the feasibility of his Plan. Per the agreement of sale, settlement is to occur by April 22, 2019. In connection with the sale and in order to protect those creditors and parties having an interest in the Debtor's estate, he proposes that the proceeds of the sale be utilized and distributed as follows: A. Payment of ordinary and necessary expenses incurred incident to the sale of the real estate, including but not limited to, payment of the real estate commission, payment of transfer taxes, if any, deed preparation, notary fees, disbursal fees, current and past real estate and school taxes, and tax pro rations, tax certifications, delivery charges and outstanding statutory liens, if any. B. Payment of an amount up to but not exceeding the then outstanding first and second mortgage balances owed to Bank of America. C. Payment of an amount up to but not exceeding the tax liens due and owing the Internal Revenue Service and the Pennsylvania Dept. of Labor and Industry, as their interests appear in the order required by the Pennsylvania Lien Priority Law. D. The entire remaining balance of the net proceeds of the sale, if any, will be distributed to the Debtor. Inasmuch as the stay imposed by B.R.C.P. 6004(h) would prohibit the Debtor from completing the sale in accordance with the required settlement date under the contract, the Debtor asks the Court to waive B.R.C.P. 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/James_Amor_11_Sales.pdf The Purchaser: CHATEAU FARMS, INC. 1337 Main St. East Earl, PA 17519 James M. Amor sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 19-11598) on March 15, 2019. The Debtor tapped John A. Digiamberardino, Esq., at Case & Digiamberardino, P.C. JJ BELLA: PA DOR Opposes Approval of Plan Outline ------------------------------------------------- The Commonwealth of Pennsylvania, Pennsylvania Department of Revenue filed an objection to the approval of JJ Bella, Inc.'s disclosure statement referring to its proposed plan of reorganization dated March 1, 2019. The Pennsylvania Department of Revenue (PA DOR) is a party in interest having asserted a claim for pre-petition unpaid taxes in the amount of $18, 472.04. Of this sum, $14,923.25 is asserted as a priority claim and $$3,548.79 as a general unsecured claim. PA DOR complains that the Debtor has failed to file complete Pennsylvania corporation tax returns for tax years 2013 through 2017 as the documents filed by the Debtor for tax years 2013 through 2015 failed to include copies of the required PA 20S and Federal 1120S tax returns. No returns were filed for 2016 and 2017. Upon receipt of these returns, the claim of the PA DOR may increase and this possible increase in liability is not disclosed in the Disclosure Statement or provided for in the Plan. The Debtor also failed to remit sales taxes for December 2018 and January 2019 in the amount of $4,392.39. The existence of this administrative claim is not disclosed nor provided for in the Plan. The Debtor’s inability to timely remit the payment of trust fund sale taxes during the pendency of a Chapter 11 suggests that the Plan is not feasible as required by 11 U.S.C.1129 (a)(11). A copy of PA DOR’s Objection is available at https://tinyurl.com/y5dvsksk from Pacermonitor.com at no charge. The Troubled Company Reporter previously reported that general unsecured creditors are classified in Class 4 under the plan and will receive a distribution of 10% of their allowed claims to be distributed yearly over five years. The yearly payment is $1,287.24. A copy of the Disclosure Statement is available at https://tinyurl.com/y64fzkd5 from Pacermonitor.com at no charge. PA DOR is represented by: Robert C. Edmundson Senior Deputy Attorney General Office of Attorney General 1251 Waterfront Place Mezzanine Level Pittsburgh, PA 15222 (412) 565-2575 Email: redmundson@attorneygeneral.gov About J.J. Bella, Inc. J.J. Bella, Inc. filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 18-22722) on July 5, 2018, listing less than $1 million in both assets and liabilities. Robert H. Slone, Esq., at Mahady & Mahady, serves as counsel. JLAN PROPERTIES: Modifies Treatment of Priority Unsecured Claimants ------------------------------------------------------------------- JLAN Properties, LLC, filed with the U.S. Bankruptcy Court for the District of Pennsylvania a second amended plan of reorganization dated March 29, 2019. The second amended plan modifies the treatment of several classes of claims, including the Secured Claim of Luzerne County Tax Claim Bureau in Class 3 and the priority unsecured claims in Class 4. The Debtor will pay in full the pre-petition Allowed Secured Claims owed to the Luzerne County Tax Claim Bureau (excluding claims owed with respect to 309 Slope Street, Hanover Township, PA, together with statutory interest in consecutive equal monthly installments over a period of 60 months commencing no greater than 30 days following the Effective Date at the statutory rate of interest. The Debtor will pay in full all Allowed Priority Unsecured Claims together with statutory interest in consecutive equal monthly installments over a period of 60 months commencing as of the date that the Debtor's bankruptcy petition was filed or unless otherwise agreed to by the claimant and the Debtors or as agreed upon by the parties. A copy of the Second Amended Plan is available at https://tinyurl.com/yxka2bdp from Pacermonitor.com at no charge. About JLAN Properties JLAN Properties, LLC, is a privately-held operator of nonresidential buildings. JLAN Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04205) on October 4, 2018. In the petition signed by Linda Teberio, managing member, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge John J. Thomas presides over the case. JTJ RESTAURANTS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of JTJ Restaurants Inc., according to court dockets. About JTJ Restaurants Inc. and Byrd Restaurants-Royal Palm Inc. JTJ Restaurants, Inc. and Byrd Restaurants-Royal Palm, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 19-12990 and 19-12991) on March 6, 2019. The petitions were signed by Jerome Byrd, president. JTJ Restaurants estimated $50,000 in assets and $1 million to $10 million in liabilities. The Debtors are represented by Brian K. McMahon, P.A. as counsel. JUSTICE FARMS: Plan Outline is Erroneous, FSA Complains ------------------------------------------------------- The United States of America, on behalf of its agency, the Department of Agriculture, Farm Service Agency (FSA) objects to Justice Farms, LLC's disclosure statement filed on Feb. 28, 2019. FSA complains that the disclosure statement erroneously fails to list the FSA as a secured creditor. The Disclosure Statement nowhere discusses FSA's secured debt. On page 27 of 31, the Disclosure Statement wrongly states that all secured creditors will receive a 100% payout under the Chapter 11 Plan, without dealing with FSA's secured debt. Furthermore, there are other errors contained in the Disclosure Statement. First, the Disclosure Statement does not appear to list all of the Debtor's assets. During a FSA chattel inspection and appraisal on Feb. 1, 2018, there was $22,675 in farm equipment security remaining that does not appear in the Disclosure Statement. Second, the Disclosure Statement, at page 6, references a Small Business Administration loan as the reason for financial difficulties despite no apparent SBA debt listed in the Plan. Nor is SBA listed on the creditors matrix. Finally, the Disclosure Statement indicates that funding for the Plan will be based on continued operation of a chiropractic business with no mention of farming (despite the proposed Plan calling for funding through farming). A copy of FSA's Objection is available https://tinyurl.com/y6zb8bsv from Pacermonitor.com at no charge. The Troubled Company Reporter previously reported that the Plan will be funded by income from the continued operation of the chiropractic business. A full-text copy of the Disclosure Statement dated February 28, 2019, is available at https://tinyurl.com/y3lxnvgj from PacerMonitor.com at no charge. The FSA is represented by: Steve Jordan, Esq. Assistant U.S. Attorney 110 Ninth Avenue South, Suite A-961 Nashville, TN 37203 Telephone (615) 736-5151 Facsimile (615) 401-6626 steve.jordan@usdoj.gov About Justice Farms Justice Farms, LLC, is a privately held company in Ashland City, Tennessee, engaged in the business of crop planting. The Company is the fee simple owner of house, outbuildings and farmland on 79 acres property located at 1724 Neptune Road, Ashland City, TN, 37015 valued by the company at $250,000. Justice Farms' gross revenue amounted to $1.4 million in 2016 and $825,615 in 2017. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 18-00064) on Jan. 4, 2018, disclosing $950,610 in total assets and $1.26 million in total liabilities. The petition was signed by John Justice, managing member. Judge Marian F Harrison presides over the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Justice Farms, LLC, as of Feb. 13, according to a court docket. KEAST ENTERPRISES: Sale of 50% Interest in Farm/Wet Corn Approved ----------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized Keast Enterprises, Inc.'s sale of its one-half interest (i) in three and a half tracts of land (lots), comprising approximately 345.53 acres of farmland, located in Pottawattamie County, Iowa to Heritage Fox Ltd. for $1,160,384.75; and (ii) in 174,829 bushels of dry corn equivalent, to David Wendel for $87,414.50. A hearing on the Motion was held on March 18, 2019 at 9:00 a.m. The auction resulted in a winning bid by Keast Farmland Buyer for the Keast Farmland and Trust Farmland of $6,475 per acre. Based on the Keast Farmland total acres of 345.53 acres, the purchase price for the Keast Farmland totals $2,237,306.75. Based on the Trust Farmland total acres of 179.21 acres, the purchase price for the Trust Farmland totals $1,160,384.75. The Keast Farmland Buyer has paid a 10% deposit for the Keast Farmland and Trust Farmland which is being held in Spencer's auction escrow account. The auction of the Wet Corn resulted in a winning bid by the Wet Corn Buyer for the Wet Corn of $174,829. Keast's one-half interest in the West Corn results in a purchase price for its interest in the Wet Corn of $87,414.50. The purchase price of $174,829.00 for the Wet Corn is currently being held in Spencer's auction escrow account. Pursuant to the Wet Corn Purchase Agreement, the Wet Corn Buyer must remove the Wet Corn from its current locations prior to June 1, 2019. The sale is free and clear of all liens, claims, and encumbrances. All Claims, if any, will attach to the proceeds of the sale. The closing will occur no later than April 15, 2019. At Closing, the Keast Farmland Buyer will transfer $2,237,306.75, less the 10% deposit, into the Keast's DIP bank account. Spencer will transfer the 10% deposit from the sale of the Keast Farmland in its auction escrow account to Keast's DIP bank account. The net sale proceeds from the sale of the Keast Farmland will be paid to Midstates Bank immediately upon Closing subject to the sale proceeds being distributed into Keast's DIP bank account by the Keast Farmland Buyer and Spencer. At Closing, Spencer will transfer $87,414.50 from the Wet Corn sale proceeds in Spencer's auction escrow account to the controlled Cash Collateral Account. Notwithstanding Bankruptcy Rule 6004(h), the Sale Order will take effect immediately upon entry, and Debtor may close the transaction by April 15, 2019. About Keast Enterprises Keast Enterprises Inc. and Hatswell Farms, Inc., are engaged in corn and soybeans farming. Cyclone Cattle LLC owns a cattle feed lot. The Debtors filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case No. 18-00856) on April 17, 2018. At the time of filing, Keast Enterprises disclosed $10.08 million in assets and $15.11 million in liabilities. Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial Consulting, is its financial advisor. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors on May 11, 2018. The committee hired Sugar Felsenthal Grais & Helsinger LLP as its legal counsel. KOSMOS ENERGY: Fitch Gives Final 'BB/RR2' Rating to $650MM Notes ---------------------------------------------------------------- Fitch Ratings has assigned Kosmos Energy Ltd.'s 7.125% USD650 million senior notes due 2026 a foreign-currency senior unsecured final rating of 'BB'/'RR2'/87%. The notes are rated two notches above Kosmos' Long-Term Issuer Default Rating (IDR) of 'B+' (Stable Outlook) based on recoveries of 87% envisaged under Fitch's bespoke recovery analysis. The bond was issued at the ultimate holding company level and ranks pari passu with the USD400 million corporate revolver. Both are effectively subordinated to the USD1.7 billion secured reserve-based lending (RBL) facility maturing in 2025 but benefit from a senior unsecured guarantee from the subsidiaries owning the recently acquired assets in the Gulf of Mexico. Fitch does not apply a soft cap to the instrument rating given that those assets are located in a US jurisdiction. KEY RATING DRIVERS Senior Unsecured Notes: Kosmos intends to use the proceeds from the USD650 million notes to refinance its existing USD525 million senior unsecured bonds, due in 2021. The remaining amount raised will be used to repay outstanding borrowings under the company's revolver. Kosmos refinanced its Corporate Revolver and its RBL facility last year, pushing the maturities to 2022 and 2025, respectively. A distinguishing feature of Kosmos' credit profile over the downturn has been its strong liquidity position. The proactive refinancing of the company's debt capital structure well ahead of maturity is positive from a credit perspective. The new notes rank pari passu with Kosmos' corporate revolver, but are subordinated to the company's RBL facility with respect to the Ghana and Equatorial Guinea assets. The notes and revolver benefit from joint and several senior unsecured guarantees from restricted subsidiaries owning the recently acquired assets in the Gulf of Mexico. They are guaranteed on a subordinated unsecured basis by the restricted subsidiaries that guarantee the RBL. Under Fitch's Corporates Notching and Recovery Ratings Criteria, should Kosmos' IDR transitions from the 'B' to the 'BB' rating category, the senior unsecured rating on the bonds is likely to remain at its previous level, notwithstanding the IDR being upgraded. Tortue Project to Drive Rating: Fitch views development of the Tortue field, offshore Mauritania and Senegal, as a positive rating driver. In December 2018, Kosmos, BP plc (A/Stable) and their local partners reached a positive FID for Phase 1 of the project, which is designed to produce about 2.5 million tons of gas a year, with completion expected in the first half of 2022. More recently, Kosmos said it was exploring the possibility to reduce its stake in the project to 10% from 30% in 2019. Any proceeds are likely to be used for further deleveraging first and then to fund new development capex or inorganic growth in the Gulf of Mexico. Following the stake reduction, Kosmos' share of development capex required to complete the project's first phase would be negligible, which will support the company's conservative financial profile through the cycle. DGE Acquisition Enhances Business Profile: Kosmos completed the acquisition of Deep Gulf Energy (DGE) in September 2018 for USD1.23 billion. Fitch believes the transaction strengthens Kosmos' business profile while having a limited impact on its credit metrics. DGE's assets are located in the US Gulf of Mexico and add about 23,000 barrels a day (mbpd) to Kosmos' output, bringing 2019 forecast production to 69 mbpd. The deal also boosts Kosmos' end-2018 proved (1P) reserves by 51 million barrels of oil equivalent (mmboe) to 167 mmboe and reduces its exposure to Ghana and Equatorial Guinea. Financial Profile within Expectations: Kosmos funded USD300 million of the DGE acquisition with a share issue, which limited the deal's impact on the company's leverage. As of end-2018, Kosmos retained USD455 million of liquidity under its committed credit facilities. Fitch sees this as adequate given Kosmos' favourable maturity schedule, with no debt due until 2021, and its expectation that the company will generate positive free cash flow (FCF) over 2019. Fitch believes leverage will remain below 3.5x, its negative rating trigger, over the rating horizon. Further Acquisitions Possible: Kosmos has signalled that it sees additional opportunities for inorganic growth in the US Gulf of Mexico as many independent companies have switched their focus to onshore shale, leaving the region ripe for consolidation. Fitch considers additional acquisitions as an event risk and would reflect them in the company's ratings as they occur. Fitch believes it is likely that Kosmos will adopt the blueprint from the DGE acquisition and fund a portion of the purchase price of any future deals with share issuance, thus remaining conservatively leverage. DERIVATION SUMMARY Kosmos' scale, measured as the level of production (69 mbpd forecast for 2019), is comparable with those of other similarly rated peers, such as Frontera Energy Corporation (B+/Negative, 65 mbpd), Unit Corporation (B+/Stable, 44 mbpd) and GeoPark Limited (B+/Stable, 50 mbpd). Kosmos' 1P reserve life (seven years) also compares well with that of its peers (Frontera: five years, Unit Corp and Geo Park: nine years). Kosmos' projected FFO adjusted net leverage of about 2.8x in 2019-2021 is relatively conservative for the 'B' rating category. Finally, its liquidity position is stronger than similarly rated peers with no debt maturities until 2021 and USD455 million of availability under its committed facilities. A significant part of Kosmos' production is still in Ghana. However, Ghana's Country Ceiling of 'B' does not restrict the company's rating given that Kosmos' recurring hard-currency cash flow generation ability and available liquidity (both offshore readily available cash and offshore committed undrawn credit facilities) comfortably cover the company's forecast hard-currency debt service needs. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Brent crude price of USD65/bbl in 2019, USD62.5/bbl in 2020, USD60/bbl in 2020 and USD57.5/bbl thereafter. - Total net production of 69 mbpd in 2019, 75 mbpd in 2020 and 79 mbpd in 2021. - Successful completion of the turret remediation project. - Capital expenditure as guided by the company. - An annual dividend of USD75 million in 2019, growing annually by 10% over the rating horizon. Fitch's Key Assumptions for Bespoke Recovery Analysis - Fitch's recovery analysis is based on a going-concern approach, which implies that the company will be reorganised rather than liquidated in a bankruptcy scenario. - Kosmos' going-concern EBITDA is based on the average 2019-2021 EBITDA solely from the Gulf of Mexico assets as the bonds and the revolver will be guaranteed on a senior, unsecured basis by the Gulf of Mexico subsidiaries, which are currently debt-free and generate about 33% of the consolidated company's EBITDA under Fitch's forecasts. According to management, Kosmos does not plan to raise any additional debt (beyond the notes and the RCF) at their level and does not plan to pledge these entities to any other class of debt. Fitch used a discount of 25% to reflect the risk of operational issues with the production assets and resulting distressed EBITDA. - Fitch believes that a 4.5x multiple reflects a conservative view of the going-concern enterprise value (EV) of the business. Such a multiple is in line with Fitch's average employed multiple for the natural resources sector. - In line with Fitch's criteria, it assumes that the RBL and corporate revolver are fully drawn upon default and take 10% off the EV to account for administrative claims. The waterfall recoveries indicate the debtholders would achieve a recovery of 87%, resulting in a final instrument rating of 'BB'/'RR2'. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Progress with the Tortue development and monetisation, and reduced execution risks associated with the project - FFO adjusted net leverage below 2.5x on a sustained basis - Neutral-to-positive free cash flow through the cycle Developments That May, Individually or Collectively, Lead to Negative Rating Action - FFO adjusted net leverage above 3.5x on a sustained basis - Inability to maintain production consistently above 35 mbpd, e.g. due to operational issues - Deteriorating liquidity LIQUIDITY Comfortable Liquidity: Kosmos' liquidity was underpinned by USD173 million of cash and cash equivalents and availability under undrawn credit facilities of USD450 million (amount outstanding as of end-2018). The company has no maturities until 2021, when the notes currently being refinanced are due. Fitch expects Kosmos to generate positive FCF over 2019 as a result of moderate capital spending, rising production and higher oil prices. KOSTAS ROUSTAS: $2M Sale of Mount Laurel to Karistos Okayed ----------------------------------------------------------- Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the District of New Jersey authorized the private sale by Kostas Roustas and Stella Roustas of the real properties located at (i) 1170 Route 73, Mount Laurel, New Jersey, Block 1306.01, Lots 15, 16-19 and 28-32; and (ii) 1148 Route 73, Mount Laurel, New Jersey Block 1306.01, Lots 14, to Karistos, Corp. to Giannakaris Enterprises LLC, a permitted assignee of Karistos Corp., for $2 million. A hearing on the Motion was held on March 5, 2019. The sale is free and clear of liens and claims, with liens to attach to the proceeds. To the extent the Debtors do not have the right to sell the Property, the Order specifically provides that Debtors are further authorized to assign all redemption rights which they have to the Property to Giannakaris Enterprises. The sale of the Real Property is exempt from the New Jersey Realty Transfer Tax pursuant to N.J.S.A. 46:15-10. The Debtors will provide a preliminary Settlement Statement (HUD #1) to the United States Trustee's Office for review and approval. The Debtors are authorized to pay from the proceeds of sale the funds necessary to satisfy the Estate's share of all necessary and customary closing costs with respect to the sale except any payments to real estate agents or brokers will not be considered as a necessary and customary closing cost. The Debtors are authorized and will pay the following liens and claims at closing: a. All outstanding real estate taxes, water and sewer bills due and owing to the Township of Mount Laurel, New Jersey. b. Tax Sale Certificate held by US Bank Customer for PC 4 & Creditors. c. Tax Sale Certificate held by MTAG Customer FIG CAP INV NJ13. d. The mortgage held The First National Bank of Elmer. e. The balance will be paid towards the mortgage held by Republic Bank. In the event the approved sale is not consummated by 4:00 p.m., March 29, 2019, Jay Several, or his assignee, will be permitted to complete his purchase of the Property by paying the Burlington County Sheriff the balance of the bid on or before the close of business on April 1, 2019. A copy of the the Order provided to the Burlington County Sheriff will serve as sufficient authorization to extend the deadline by which Jay Several or his nominee must pay the balance of the bid until the close of business on April 1, 2019. In the event the Debtors successfully exercise their right of redemption, the Burlington County Sheriff will promptly refund to Mr. Several any funds deposited by Mr. Several for the purchase of the Property. The Debtors will immediately notify Jay Several upon the completion of the settlement on the approved sale by the Debtors to Buyers (or the Debtors' assignment of the redemption rights to Buyers). The Court will continue to have jurisdiction to hear and resolve any and all disputes arising under the sale and the consummation thereof. Kostas Roustas and Stella Roustas sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-22778) on June 22, 2017. The Debtor tapped Dino S. Mantzas, Esq., at Law Office of Dino S. Mantzas, as counsel. KW1 LLC: May 14 Hearing on Disclosure Statement Set --------------------------------------------------- Bankruptcy Judge Frank J. Santoro will convene a hearing on May 14, 2019 at 11:00 a.m. to consider approval of KW1 LLC's disclosure statement. May 7, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement. About KW1 LLC KW1, LLC, is privately held company in Virginia Beach, Virginia, that primarily operates in the land clearing contractor business. KW1 filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-73923) on Nov. 6, 2018. In the petition was signed by Kevin Sims, managing member, the Debtor disclosed total assets of $9,182,001 and liabilities of $3,227,453. The case is assigned to Judge Frank J. Santoro. The Debtor is represented by Greer W. McCreedy, II, Esq. at the McCreedy Law Group, PLLC. LA PAZ COUNTY IDA, AZ: S&P Affirms 'BB' Long-Term Rev. Bond Rating ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB' long-term rating on La Paz County Industrial Development Authority (IDA), Ariz.'s revenue bonds, and removed the rating from CreditWatch where it had been placed with negative implications Dec. 21, 2018. The outlook is stable. S&P removed the rating from CreditWatch following communication with the federal entity that funds the contract, the operator, and the facility. The rating reflects S&P's opinion of: -- The industry's inherent volatility, primarily because of the potential fluctuation in facility demand, its essentiality, and the uncertainty created by event risks and changes in policy at the federal level; -- The short-term nature of the contract supporting the pledged revenue, which does not cover the life of the bonds and allows for termination for convenience at any time; and -- Less than 1x maximum annual debt service (MADS) based on 2018 annual operating income, but adequate annual debt service coverage (DSC), averaging 1.37x on a net 2018 basis. Offsetting strengths include: -- The lack of capacity within the U.S. Immigration and Customs Enforcement (ICE) detention center system and an increased emphasis on fully compliant detention centers that meet ICE's priorities, which S&P believes increases the essentiality of the Holtville facility; and -- Management & Training Corp. (MTC), a well-established operator of detention and correctional facilities, will operate the facility, pursuant to an operations and management agreement. "The stable outlook reflects our expectation that ICE will continue to the facility at levels similar to those in prior years, given the lack of federal facilities to house detainees, and that net revenues may fluctuate, but will continue to provide at least adequate net DSC," said S&P Global Ratings credit analyst Ann Richardson. In addition, the outlook is based on S&P's view that MTC will continue to manage and operate the facilities according to federal standards, and that ICE, the primary funding agency, will renew its contact with the facility. As a result, it is unlikely that S&P will change the rating over the one-year outlook horizon. "We could raise the rating if the agreement between Imperial and ICE were to strengthen, and if coverage ratios were to improve, indicating sustained demand for the facility," S&P said. "We could lower the rating if there were a material decrease in demand for the facility that resulted in dilution of coverage, lack of contract renewal, or a shift in federal policy or law that dictates a reduction in appropriations," the rating agency said. LARRY CARR: Directed to File Plan, Disclosures Before June 20 ------------------------------------------------------------- Bankruptcy Judge Michael Williamson ordered Larry Carr & Associates, Inc., dba Carr & Associates, to file a Plan and Disclosure Statement on or before June 20, 2019. The Disclosure Statement will, 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. Larry Carr & Associates, Inc. filed for chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 19-12325) on Feb. 21, 2019, and is represented by Glenda J. Gray, Esq. of Fernandez & Gray. LAWN ADVISORY: Unsecured Creditors to Get 10% Under Plan -------------------------------------------------------- Lawn Advisory Service, Inc., filed a Combined Plan of Reorganization and Disclosure Statement proposing to pay general unsecured creditors 10% of their Allowed Claim and Sheffield Financial the full amount of its claim. The Plan will be funded from future earnings of the Debtor as supplemented from time to time by short term financing from the father of the Debtor's principal. A full-text copy of the Disclosure Statement dated April 1, 2019, is available at http://tinyurl.com/y6xrzt4tfrom PacerMonitor.com at no charge. About Lawn Advisory Service Lawn Advisory Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-28873) on Sept. 23, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Michael B. Kaplan presides over the case. LAYFIELD & BARRETT: Trustee Selling Park City Condo Units for $275K ------------------------------------------------------------------- Richard Pachulski, the Chapter 11 trustee for Layfield & Barrett, APC, asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property commonly known as Units 210 and 220 of Toll Creek Village 2 (Parcel Nos. TCVC-2-210 and TCVC-2-220), an office condominium, located at 2720 Homestead Road, Park City, Utah, to Allegretti & Co. for $275,000, subject to higher and better offers. On Nov. 21, 2017, Wells Fargo Bank, National Association ("WFB"), filed motions for relief from the automatic stay with respect to the Office Suites, including the Property Suite 200, as well as another property located in Arizona. In the WFB RFS Motion, WFB asserted a total claim against the Property of $223,205, another encumbrance on the Property arising from condominium association fees in the amount of $2,170, and a fair market value of $300,000. The hearing regarding the WFB RFS Motion has been continued from time to time and currently is set to be heard at the same date and time as the hearing regarding the Motion. On April 7, 2017, Layfield, in his stated capacity as President of L&B, executed quitclaim deeds transferring the title to the Office Suites to Layfield V, LLC, an entity owned by Layfield. On Feb. 22, 2018, in order to avoid the Transfers and recover the Office Suites for the benefit of the Estate, the Trustee filed a complaint in the Court for the avoidance of fraudulent transfers and unjust enrichment against Layfield and Layfield V, commencing an adversary proceeding bearing adversary number 2:18-ap-01050-NB. The Defendants failed to respond to the Adversary Proceeding. The Chapter 11 Trustee then requested an entry of default against each of the Defendants. On March 29, 2018, the Clerk of the Court entered defaults against both Defendants. On May 1, 2018, the Plaintiff filed a Motion for Default Judgment Under LBR 7055-1 against Layfield and Layfield V. On May 25, 2018, the Court granted the Default Judgment Motion and entered a default judgment against both Defendants, and in favor of the Plaintiff in the Adversary Proceeding, resulting in the avoidance of the Transfers and the re-vesting of the Property in L&B's bankruptcy estate. In order to market the Office Suites, KW Park City Keller Williams Real Estate listed them on the predominant listing platforms for the Park City, Utah. It also provided potential buyers and their representatives with a general term sheet that provides guidance to those parties as to sale terms that would be preferred by the Trustee and to assist them in understanding the bankruptcy sales process. On Feb. 5, 2019, the Court approved, and on Feb. 22, 2019, the Trustee closed, a sale transaction relating to Suite 200. As a result of KW's marketing of the Property, on March 5, 2019, the Trustee and the Buyer entered into a Purchase and Sale Agreement for Commercial Real Estate, as amended by addenda numbered 1 and 2. Among other terms, the PSA provides for the sale of the Property to the Buyer for a purchase price of $275,000, subject to higher and better bids through and including the hearing to approve the sale. With respect to the proposed sale of the Property to the Buyer, the sale will be "as is, where is, with all faults," and without warranty or recourse, , but free and clear of any and all liens, claims, and interests, with all liens asserted against the Property to attach to the net proceeds of the sale. The Trustee also entertained separate offers for individual Office Suites, leading to the consummation of the sale of Suit 200 last month. Two parties assert liens against the Property: WFB and the office condominium owners' association, Toll Creek Village Owners Association ("TCVOA"). In considering the Buyer's offer to purchase the Property, the Trustee determined that satisfying the face amount of such asserted liens, together with taxes, brokers' commissions and other customary costs of sale, likely would result in minimal or no net proceeds payable to the Estate. Accordingly, at the hearing regarding the WFB RFS Motion conducted on March 5, 2019, counsel for the Trustee and WFB advised the Court that they had entered into an arrangement in respect of the proposed transaction with the Buyer, subject to facilitation by the Court, whereby WFB agreed to a discounted pay-off amount in exchange for the imposition of certain deadlines and conditions and the setting of a hearing regarding this Motion on shortened time. Subsequent to the hearing and prior to the filing of the Motion, the Trustee entered into an agreement with TCVOA also to accept a discounted pay-off amount on account of its asserted lien. As a result of these arrangements, the proposed sale of the Property to the Buyer has the consent of the parties asserting liens against the Property, creates a net benefit to the Estate and is in the best interests of the Estate and its creditors. The Trustee's goal is to efficiently administer the Estate for the benefit of creditors. An expedient conclusion to the sale process will inure to the benefit of the Estate and its creditors by limiting any continuing liabilities associated with the Property. Waiver of Bankruptcy Rule 6004(h) will permit the sale transaction(s) described to take place as early as possible under the circumstances. A hearing on the Motion is set for April 2, 2019 at 2:00 p.m. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Layfield_&_Barrett_419_Sales.pdf About Layfield & Barrett On Aug. 3, 2017, certain creditors of Layfield & Barrett, APC, filed an involuntary petition for relief under chapter 7 of the Bankruptcy Code against L&B, commencing the above-captioned bankruptcy case. The petitioning creditors are The Dominguez Firm, a law firm that previously has referred matters to the Debtor, and Mario Lara, Nayazi Reyes and Maria A. Rios, each a former client of the Debtor. That same day, on Aug. 3, 2017, the Petitioning Creditors filed an emergency Motion for appointment of an interim trustee, asserting, among other allegations, that "[s]ettlement proceeds have not been distributed and may no longer exist, vendors and other creditors have not been paid and clients are effectively unrepresented in some 80 pending cases." In response, the Debtor filed a motion to convert the case to a case under Chapter 11 of the Bankruptcy Code on Aug. 8, 2017. The Court entered orders granting the Conversion Motion, and denying the Trustee Motion. On Aug. 16, 2017, the Debtor, Petitioning Creditors, and secured creditor, Advocate Capital, Inc., entered into a Stipulation for the Appointment of a Chapter 11 Trustee. On Aug. 21, 2017, Richard M. Pachulski was appointed as Chapter 11 Trustee. Havkin & Shrago, Attorneys at Law, is the Debtor's counsel. PACHULSKI STANG ZIEHL & JONES LLP, led by Debra I. Grassgreen and Malhar S. Pagay, is the Trustee's counsel. On Aug. 21, 2018, the Court appointed KW Park City Keller Williams Real Estate as broker. LAZARUS HOLDINGS: $1.8M Sale of Lutz Property to Tampa Approved --------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized Lazarus Holdings, LLC's sale of the real property located at 18821 North Dale Mabry Highway, Lutz, Florida, together with certain improvement constructed thereon, Property Appraiser's Parcel ID #13299.0000, 13302.0000 and 13304.0000, PIN U-10-27-18-ZZZ-000000-51210.0, to Tampa Bay Veterinary Properties, LLC, for $1,175,000. The sale is free and clear of all liens, claims, interests, and encumbrances. The Debtor and Junior Property Holdings, LLC are authorized to sell any and all rights, title and interests in and to the Property held by Junior and the Debtor, free and clear of liens, claims, interests and encumbrances, in accordance with the terms and conditions of the Contract and pursuant to the conditions set forth in the Order. The closing costs and pro rations are to be paid as set forth in the Contract. The closing agent is Old Republic Insurance Co. The Closing Agent is authorized, directed and ordered to disburse the sale proceeds as follows: a. Any unpaid ad valorem taxes due for years prior to 2019 and a pro-rated amount for 2019, the aggregate total of which are estimated to be approximately $40,000; b. Administrative expenses due to the Debtor's general counsel, Law Office of Leon A. Williamson, Jr., P.A. and the Debtor's special counsel, Ambler Law Group, as follows: i. The reduced sum of $75,000 to Williamson in full payment of Williamson’s approved administrative expense claim in the amount of $88,997; ii. Upon entry of an order approving Ambler's application for compensation, the reduced sum of $325,000 to Ambler in full payment of Ambler's administrative expense claim of $440,610. c. Closing costs will be paid as provided in the Contract. d. The unpaid balance of DeLotto's approved administrative expense claim of $16,694 due to DeLotto for expenses incurred in an arbitration with the Debtor. e. The sum of $314,949 remaining due to Compass Bank on Compass Bank's allowed general unsecured claim. f. The sum of $33,850 due to DeLotto on DeLotto's allowed general unsecured claim. g. Any sum due to holders of allowed general unsecured claims under the Debtor's Plan other than DeLotto and Compass Bank, if any. h. The Closing Agent will hold in escrow the sum of $297,101, or such greater amount required by the Closing Agent. Of the Escrow Sum, $297,101 is the amount claimed by DeLotto as an administrative expense in DeLotto's Amended Motion for Award of Attorneys' Fees and Application for Allowance of an Administrative Expense. The Court has entered an order denying the DeLotto Application, in part, specifically disapproving and denying DeLotto's recovery of its attorneys' fees incurred in connection with post-petition litigation and arbitration with the Debtor. DeLotto has filed an appeal of the Fee Order. The above sum will be held in escrow by the Closing Agent until either (a) there is a final non appealable order affirming the Fee Order, in which case the Closing Agent shall immediately deliver the Escrow Sum to Junior, (b) there is a final non appealable order reversing or setting aside the Fee Order, in which case the Closing Agent will immediately deliver $297,101 of the Escrow Sum to Hill Ward Henderson law firm pursuant to wiring instructions subsequently provided by HWH to the Escrow Agent and the remaining amount of the Escrow Sum will be immediately paid to Junior, or (c) DeLotto and the Debtor enter into a settlement agreement relative to DeLotto’s appeal of the Fee Order, in which case the Closing Agent will deliver the funds held in escrow in accordance with the settlement agreement between DeLotto and the Debtor. In the event subsection (b) above is the end result, HWH will hold the $297,101.00 of the Escrow Sum in its rust account until the Court enters a non appealable order awarding DeLotto an allowed administrative expense claim in a certain amount. In this event, the amount so awarded (up to the amount held in escrow by HWH) will be retained by HWH and disbursed in accordance with any order of this Court or agreement between HWH and DeLotto. Then, the balance, if any, will be delivered as soon as reasonably practical by HWH to Junior pursuant to wiring instructions provided by Kevin Ambler, counsel for Junior. i. The balance, if any, to Junior Property Holdings, LLC. j. In the event Closing Agent is in doubt as to delivery of the sums held in escrow or any portion thereof, Closing Agent may hold funds until receipt of a final non-appealable order or deposit such sums held in escrow with a court selected by Closing Agent and in such event Closing Agent is released of any responsibilities relating to such escrowed sums. Upon entry of the Order, DeLotto is ordered to deliver to the Closing Agent in a form approved by Closing Agent: a. Notice of Dismissal dismissing with prejudice Count II for fraudulent transfer of DeLotto's complaint in the case styled J. O. Delotto & Sons, Inc. v. Jarrod A. Lazarus, DVM and Junior Property Holdings, LLC, Case No.: 17-CA-4774, pending in the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. Upon closing of the sale contemplated by this Order, DeLotto receiving proof that $297,101 of the Escrow Sum is being held in escrow by the Closing Agent, and DeLotto receiving the other funds it is entitled to receive pursuant to the Order, DeLotto will file the Notice of Dismissal in the State Lawsuit. b. Executed release and satisfaction of the Property. Upon closing of the sale contemplated by this Order, the Closing Agent is authorized to record the Release. Upon entry of the Order, Compass Bank is ordered to deliver to the Closing Agent in forms approved by Closing Agent a satisfaction and release the Property from all loan documents, including, but not limited to the: (i) Mortgage, Assignment of Rents and Security Agreement, which Mortgage was recorded in O.R. Book 19183, Page 382; (ii) Absolute Assignment of Leases and Rents, which Assignment was recorded in O.R. Book 19183, Page 402; and (iii) UCC-1 Financing Statement, which Financing Statement was recorded in O.R. Book 22187, Page 142. Attorney Leon A. Williamson, Jr. is directed to serve a copy of the Order on interested parties and to file a proof of service within three days thereof. About Lazarus Holdings Located at 5424 Deerbrooke Creek Circle, Unit 25, Tampa, FL 33624, Lazarus Holdings, LLC sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-09698) on July 25, 2013. Judge Catherine Peek McEwen is assigned to the case. In the petition signed by Jarrod A. Lazarus, managing member, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. Leon A. Williamson, Jr., P.A., is the Debtor's counsel. On Sept. 30, 2014, the Court confirmed the Debtor's Chapter 11 Plan of Reorganization. LINDLEY FIRE: Seeks to Hire Force Ten as Investment Banker ---------------------------------------------------------- Lindley Fire Protection Co., Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire an investment banker. The Debtor proposes to hire Force Ten Partners, LLC to assist in the sale of its assets and provide other investment banking services in connection with its Chapter 11 case. These services include the preparation of marketing materials and identifying potential buyers, negotiating with potential buyers, and assisting the Debtor's legal counsel in preparing documents necessary to consummate a transaction. Force 10 is entitled to a minimum fee of $35,000. If a sale of the Debtor, a business unit or a group of assets is consummated and approved by the bankruptcy court, the firm will get the greater of $50,000 plus direct out-of-pocket expenses or 10% of the gross purchase price. Brian Weiss, a partner at Force Ten, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Weiss Force Ten Partners, LLC 20341 SW Birch, Suite 220 Newport Beach, CA 92660 Office: (949) 357-2368 / (949) 357-2360 Mobile: (949) 933-7011 Email: bweiss@force10partners.com About Lindley Fire Protection Co. Established in 1986 in Anaheim, California, Lindley Fire Protection Co., Inc. -- http://www.lindleyfire.com/-- provides fire protection services and contracts with large industrial warehouses and facilities. Lindley Fire Protection performs construction services worldwide and its personnel have performed work in various locations such as Western Somoa, Puerto Rico, Texas, Illinois, Nevada, Colorado, Utah, Montana, Idaho and Mexico. Lindley Fire Protection sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-10929) on March 12, 2017. The petition was signed by Leslie L. Lindley, II, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The case is assigned to Judge Catherine E. Bauer. Goe & Forsythe, LLP is the Debtor's bankruptcy counsel. On March 29, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Marshack Hays LLP as its legal counsel. Accurate Business Consulting, Inc., serves as financial advisor to the Debtor and the committee. LSCS HOLDINGS: S&P Lowers ICR to 'B-' on Integration Headwinds -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on LSCS Holdings Inc. (d/b/a EVERSANA) to 'B-' from 'B'. The outlook is stable. S&P also lowered the issue-level ratings for the first-lien and second-lien credit facility to 'B-' and 'CCC', respectively. The recovery ratings are unchanged at '3' and '6' for the first-lien and second-lien debt, respectively. The downgrade reflects the company's significant free cash flow underperformance in 2018 caused by material integration and transaction costs. In addition, Triplefin (a HUB service company acquired in 2018) was challenged in 2018, driven mostly by technology issues and non-optimal staffing levels for certain contracts. S&P Global Ratings-adjusted leverage was above 10x for 2018 compared with the rating agency's previous expectation of 8x. Weak operating results, including some nonrecurring costs related to the acquisition, contributed to cash flow that was much lower than S&P expected. The stable outlook reflects S&P's expectation that the company will improve its overall businesses but that cash flow will remain minimal in 2019. It also reflects S&P's expectation for improved free cash flow generation in 2020 and beyond due to revenue growth and the reduction of nonrecurring costs. M.D. MILLER: Seeks Until May 15 to File Plan, Disclosures --------------------------------------------------------- According to a notice, M. D. Miller Trucking & Topsoil, Inc. will file on April 9, 2019 at 10:00 a.m. a second motion to extend the time to file a chapter 11 plan and disclosure statement to May 15, 2019. The Debtor requests the second extension as there are several material changes to the Debtor's operation that will complete in the next few months: a. The Debtor currently receives all of its contract work from one source, namely, D Construction. The Debtor is looking to diversify the sources of contract work and is concluding discussions with a second general contractor. This is crucial to drafting the Plan and Disclosure Statement as it will determine the financial projections provided with the Disclosure Statement. b. The Debtor is also requesting permission to incur at least one new administrative expense in the form of a loan from Marlene Miller who is the principal of the Debtor. Whether or not the Court allows this expense will alter the contents of the Plan and Disclosure Statement. c. The deadline for creditors to file claims is May 1, 2019. The Debtor would prefer to wait until after the Claims Bar Date to file a Plan and Disclosure Statement to avoid foreseeable amendments to those documents. About M. D. Miller Trucking & Topsoil M. D. Miller Trucking & Topsoil, Inc., is a privately-held trucking company in Plainfield, Illinois. M. D. Miller Trucking & Topsoil sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30959) on Nov. 2, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Jack B. Schmetterer. Schneider & Stone is the Debtor's legal counsel. MARITECH ATM: April 11 Meeting Set to Form Creditors' Panel ----------------------------------------------------------- Andy Vara, Acting United States Trustee, United States Trustee for Region 3, will hold an organizational meeting on April 11, 2019, at 11:00 a.m. in the bankruptcy case of Maritech ATM, LLC dba Maritech Solutions. The meeting will be held at: United States Bankruptcy Court 402 East State Street, Room 129 Trenton, NJ 08608 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Maritech ATM Maritech ATM is family owned and operated company in Woodbridge, New Jersey, that provides ATM services. The Company offers different plans to allow New Jersey business owners of all sizes to customize the type of ATM that will best meet their needs. An involuntary Chapter 11 case was filed against the Debtor on Feb. 26, 2019 (Bankr. D.N.J. Case No. 19-13935) by creditors Garry Capko, Michael Capko, and Safe and Sound Armed Courier, Inc. Maritech ATM, LLC dba Maritech Solutions filed for bankruptcy protection (Bankr. D.N.J., Lead Case No. 19-15212) on March 14, 2019. The petition was signed by Francis Perez, manager. The Debtor posted estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. The Debtor tapped Porzio, Bromberg & Newman, P.C. as counsel. MEDIACOM COMMUNICATIONS: S&P Raises ICR to 'BB+'; Outlook Stable ---------------------------------------------------------------- S&P Global Ratings upgraded Mediacom Communications Corp. to 'BB+' from 'BB'. Mediacom Communications has continued to increase its earnings and use its free operating cash flow (FOCF) to reduce its debt such that the company's leverage declined by 0.5x in 2018 to 3.0x, which is comfortably below S&P's upgrade trigger of 3.5x. The rating agency believes the company's ability to reduce its leverage by about 0.5x per year will allow it to maintain enough of a cushion to accommodate most acquisition scenarios while sustaining credit metrics that support a higher rating. The upgrade reflects Mediacom's increased leverage cushion, which will allow it to make small acquisitions or pay a moderate dividend following another year of significant debt reduction and predictable earnings growth. Since 2011 when the company was taken private by controlling shareholder Rocco Commisso, Mediacom has consistently used its internal cash generation to pay down debt. "We expect that this trend will continue in 2019, leading the company to reduce its forecasted leverage to about 2.5x. Therefore, if Mediacom undertakes an acquisition or issues a dividend, we believe there will likely be a quick and credible path for it to reduce its leverage such that its debt to EBITDA will not remain above 3.75x for an extended period," S&P said. The stable outlook on Mediacom reflects S&P's expectation that the company's leverage will approach 2.5x by the end of 2019, from 3.0x in 2018, due to debt repayment and moderate earnings growth on increased revenue in its HSD and business services segments, which is partlyoffset by the declines in its video product. However, S&P continues to be uncertain about the timing and amount of any potential acquisitions or dividends the company will undertake, which limits the upside over the next year. "Given our expectation for a relatively steady operating performance over the next one to two years, we expect that we would most likely downgrade Mediacom if it undertakes debt-financed acquisitions or shareholder returns that raise its leverage above 3.75x for a sustained period. This could occur if management issues a dividend of more than $1 billion or undertakes a debt-financed acquisition of greater than $2 billion," S&P said. Based on S&P's analysis of potential targets, Cable One is the only cable provider that would fit this description, though the rating agency views the likelihood of such an acquisition as low. "We are unlikely to upgrade the company unless management commits to keeping debt-to-EBITDA below 3x, including the potential for acquisitions and dividends," the rating agency said. MICHAEL HANCOCK: Sale of Petal Property to Josh Hancock Approved ---------------------------------------------------------------- Judge Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Michael Sean Hancock's sale of the real property located at 109a Longleaf Dr., Petal, Mississippi to Josh Hancock. The sale is free and clear of all liens, claims and encumbrances. The liens of Trustmark National Bank are attached to the net sales proceeds of the sale and the claim of Trustmark National Bank will be paid in full. The Debtor will file a Report of Sale and Motion to Confirm Sale with the Court. Good cause exists to authorize the sale without subjecting the order to a stay of execution, as permitted under Rules 7062 and 6004(h) of the Federal Rules of Bankruptcy Procedure. Michael Sean Hancock sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 18-51989) on Oct. 11, 2018. The Debtor tapped Jarrett Little, Esq., at Lentz & Little, PA, as counsel. MONITRONICS INT'L: Moody's Cuts CFR to Ca & 1st Lien Loan to Caa3 ----------------------------------------------------------------- Moody's Investors Service downgraded Monitronics International, Inc.'s Corporate Family Rating to Ca, from Caa2; its Probability of Default Rating to Ca-PD, from Caa2-PD; its senior secured first-lien term loan to Caa3, from Caa1; and its senior unsecured notes to C, from Caa3. Moody's affirmed the alarm monitoring services company's Speculative Grade Liquidity rating of SGL-4. The rating outlook is negative. The downgrades reflect the company's near-term debt maturities and the high likelihood of a default event under Moody's definition in the near term. Moody's took the following ratings actions on Monitronics International, Inc. Corporate Family Rating, downgraded to Ca, from Caa2 Probability of Default Rating, downgraded to Ca-PD, from Caa2-PD, Speculative Grade Liquidity Rating, affirmed at SGL-4 Senior secured first-lien term loan maturing 2022, downgraded to Caa3 (LGD3), from Caa1 (LGD3) Senior unsecured notes, due 2020, downgraded to C (LGD5), from Caa3 (LGD5) Outlook has been changed to negative, from stable RATINGS RATIONALE Monitronics did not make an interest payment, due April 1st, on its senior unsecured notes. The notes' indenture provides for a 30-day cure period on past due interest payments. If the interest payment is not made within the cure period, the noteholders may declare the debt due and payable. Additionally, Monitronics' 2018 Form 10-K reflected a going-concern qualification the company received from its auditors due to potential covenant breaches related to the first-lien debt's credit agreement and the potential acceleration of both the secured and unsecured debt that such breaches could trigger. The secured debt lenders have agreed to forebear on accelerating the debt until April 30th. The doubts about Monitronics' ability to continue as a going concern and the high potential for acceleration of Monitronics' debt have led to the classification of debt as current. The Ca CFR and Ca-PD PDR reflect Moody's belief that the capital structure is unsustainable given the unlikelihood of the notes' being refinanced, and that a default event under Moody's definition is likely in the near term. The affirmation of Monitronics' SGL-4 Speculative Grade Liquidity rating reflects near term debt maturities, the company's limited revolver borrowing capacity, low cash balances, and Moody's expectations for continued significantly negative free cash flows. Monitronics' $585 million senior unsecured notes are due in April 2020 and absent a refinancing of these notes by October 2019, the maturity date of the $1.1 billion term loan springs forward to October 2019 (from late 2022). Monitronics has reported modestly declining revenues and increasing attrition rates over the past few years, while debt-to-RMR has risen quickly, to more than 44 times in late 2018 (as compared with 36 times in late 2017). Moody's expects a nearly 3% revenue decline in 2019, to about $525 million, while attrition will remain stubbornly high, at more than 16%, the highest rate among its rated alarm monitoring sector. The negative outlook reflects a high probability of default in the near term. It also incorporates the risk that Monitronics may not be able to slow or stabilize unfavorable operating trends, including declining revenue and profitability and sustained negative free cash flow. Monitronics' PDR could be lowered to D (or an /LD appended) if there is a default event in the near term. The ratings are unlikely to be upgraded until there is a balance sheet restructuring. Monitronics International, Inc. provides alarm monitoring services to more than 900,000, mainly residential customers in the U.S. and Canada. Monitronics is owned by publicly traded Ascent (ticker: ASCMA), which has no meaningful assets other than Monitronics. MURRAY GROUP: May Continue Using Cash Collateral Until April 12 --------------------------------------------------------------- The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a second interim order authorizing The Murray Group, Inc., to use the cash collateral of First Home Bank through April 12, 2019. The Debtor may use cash collateral to pay the ordinary and necessary post-petition expenses related to the operation of its business at 10220 Bode St., Plainfield, Illinois, as provided in the budget. First Home Bank is granted valid, perfected and enforceable post-petition replacement liens on all proceeds of existing collateral, and all new collateral, to the same extent that it had perfected liens prepetition. First Home Bank's postpetition lien will be superior in right to any other lien hereinafter created or arising. In addition, the Debtor will pay $1,570 to First Home Bank on the 15th of each month. The Debtor's motion for the continuing use of cash collateral is continued to April 10, 2019 at 10:00 a.m. A full-text copy of the Second Interim Order is available at http://bankrupt.com/misc/ilnb18-32156-54.pdf About The Murray Group The Murray Group, Inc., an Illinois corporation in the business of buying and selling building materials to contractors, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-32156) on Nov. 15, 2018. In the petition signed by Robert Murray, president, the Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The Debtor is represented by David P. Lloyd, Esq. of David P. Lloyd, Ltd. NATEL ENGINEERING: S&P Assigns 'B+' ICR on Refinancing ------------------------------------------------------ S&P Global Ratings assigned its 'B+' issuer credit rating to Natel Engineering Co. Inc. (d/b/a NEO Technology Solutions; NEO Tech) and its 'B+' issue-level and '3' recovery ratings to the company's senior secured term loan. The outlook is stable. NEO Tech, a vertically integrated electronics manufacturing services (EMS) provider, has entered into a transaction to refinance its senior secured term loan A and payment-in-kind (PIK) seller note. The company will fund the transaction with a new $75 million asset-based lending (ABL) revolving credit facility and $315 million first-lien term loan B. S&P said its rating on NEO Tech reflects the company's aggressive starting leverage in the low-4x range, stiff competition in a highly fragmented electronics manufacturing services (EMS) market, significant customer concentration, and narrow market focus. However, the rating agency believes NEO Tech's focus on high-margin EMS products, strong customer relationships, and growing end markets will sustain stable operating performance. The stable outlook reflects S&P's expectation that NEO Tech's previous component shortage and supply chain challenges are behind the company. Starting leverage will be in the low-4x range with closing of the new credit facility but improving EBITDA margins from operational efficiencies and topline growth from current segments will drive leverage below 4x by end of fiscal 2020. "We could look to raise the rating if NEO Tech is able to sustain leverage approaching the 3x range due to an improvement in revenue growth trajectory or increase in EBITDA margins, maintain free operating cash flow to debt above 10%, and show an ability to weather supply-chain issues endemic to the industry while gaining larger scale. The target leverage gives the company room to better sustain the inherent volatility within the EMS space," S&P said. "While unlikely over the next 12 months, we could lower the rating if leverage increased to over 5x due to passive and memory component shortages, increased competition from a larger and better-capitalized competitor, supply chain mismanagement, or debt-funded acquisitions or shareholder returns," S&P said. NEIMAN MARCUS: Extends TSA Joinder Deadline ------------------------------------------- Neiman Marcus Group LTD LLC had entered into a Transaction Support Agreement with holders of more than 55% of the outstanding principal amount of the Company's term loans under its term loan credit agreement and holders of more than 60% of the aggregate principal amount of the Company's unsecured 8.750%/9.500% Senior PIK Toggle Notes due 2021 and unsecured 8.000% Senior Cash Pay Notes due 2021. On April 2, 2019, the Company disclosed to holders of Term Loans and Unsecured Notes that, to enable the Term Loan holders and holders of Unsecured Notes to prepare and submit joinders to the TSA, the joinder deadline for both groups has been extended to April 5, 2019 at 5:00 pm ET. Holders of Unsecured Notes that execute the TSA or a joinder thereto by that time will be eligible to receive the previously disclosed cash joinder fee of 100 bps and holders of Term Loans that execute the TSA or a joinder thereto by such time will be eligible to receive the previously disclosed cash joinder fee of 25 bps. As of 5:00 pm ET on April 1, 2019, the TSA had been executed by holders of approximately 84% of the outstanding principal amount of the Term Loans and holders of approximately 82% of the aggregate principal amount of the Unsecured Notes. About Neiman Marcus Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC -- http://www.neimanmarcusgroup.com/-- is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Last Call, Horchow, and mytheresa brand names. Neiman Marcus reported net earnings of $251.1 million in fiscal year 2018 compared to a net loss of $531.8 million in the fiscal year 2017. As of Jan. 26, 2019, the Company had $7.26 billion in total assets, $810.24 million in total current liabilities, $6.04 billion in total long-term liabilities, and $412.90 million in total member equity. * * * As reported by the TCR on March 29, 2019, Moody's affirmed the company's Corporate Family Rating at Caa3 and its' Probability of Default rating of Ca-PD. This rating action follows the company's announcement on March 25, 2019 that it has entered into a transaction support agreement with lenders representing approximately 57% of the company's Term Loan and more than 60% of the holders of the Company's Unsecured Notes. NEOVIA LOGISTICS: Moody's Assigns Caa1 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned a Caa1 Corporate Family Rating (CFR) and a Caa1-PD Probability of Default Rating to Neovia Logistics, LP. Concurrently, Moody's assigned a B3 rating to Neovia Logistics, LP new $325 million first lien senior secured term loan. The rating outlook is stable. Upon close of the transaction, Moody's will withdraw all ratings for Neovia Logistics Intermediate Holdings, LP including the Caa3 CFR rating, the Caa3-PD Probability of Default rating, and the Ca rating on the $92 million senior unsecured PIK notes. Moody's is withdrawing all ratings for Neovia Logistics Intermediate Holdings, LP because there will be no rated debt at this entity after the transaction closes. Moody's will also withdraw ratings on Neovia Logistics Services, LLC's existing $465 million senior secured notes. The rating actions follow Neovia's recent recapitalization announcement under which the majority of debt will be either refinanced or paid down. RATINGS RATIONALE The ratings improvement considers the credit benefits from the recapitalization including a PIK preferred equity investment from existing owners of approximately $165 million that will result in moderately lower, although still elevated, financial leverage with pro forma Moody's adjusted debt-to-EBITDA of around 6.1x. The higher ratings also reflect a longer-dated capital structure that provides increased financial flexibility as well as Moody's expectations of a more stable and gradually improving operating profile during 2019. The Caa1 rating incorporates Neovia's modest size, the highly competitive nature of the 3PL market, and a mixed track record of operating performance. Moody's expectations of weak cash generation over the next few years figures prominently in the rating. Moody's anticipates that the combination of a large interest burden, contract inception costs and working capital investments will result in negative free cash (CFO less capex) in 2019 while also making positive free cash generation challenging in 2020. The rating also reflects a historically noisy earnings profile, characterized by multiple large-sized EBITDA add-backs that complicate visibility into Neovia's sustainable margin levels. Moody's also notes a relatively high degree of customer concentration, although it recognizes that most large customers have multiple contracts with varying maturities. Countering these concerns is Moody's recognition that operating performance has stabilized and improved during 2018 and these positive trends seem likely to continue during 2019 as the company maintains its focus on strengthening execution, growing new customer wins, promoting cross-selling, and reducing costs. Moody's also recognizes some of the stability benefits that result from the contractual nature for much of the company's services as well as Neovia's well-established presence as a provider of third-party logistics services. The stable outlook reflects the extension of Neovia's capital structure along with Moody's expectations that recent improvements in financial performance will continue and this will support a relatively stable operating profile. Moody's expects Neovia to maintain an adequate liquidity profile over the next twelve months. On-going cash balances will be modest (about $15 million at close of the transaction) and it anticipates weak near-term cash generation with negative free cash flow (CFO less capex) of between $10 to $25 million during 2019. External liquidity is provided by a new $75 million super-senior secured revolving credit facility that expires in 2024. Moody's expects Neovia to be reliant on the facility over the coming quarters in the face of negative cash generation. The facility is expected to contain a springing financial covenant. External liquidity is supplemented by a $40 million accounts receivable facility ($40 million will be drawn at close) and a EUR45 million revolving facility in an unrestricted subsidiary to support working capital needs for the Schaeffler contract. The rating could be downgraded if Debt-to-EBITDA was expected to be sustained above 7.0x. A weaker than expected liquidity profile involving meaningfully negative free cash flow, a significant reliance on revolver borrowings or an anticipated breach of financial covenants would cause downward rating pressure. Weaker than expected operating performance, the loss of a large customer, or an inability to win meaningful levels of new business could also lead to the ratings being downgraded. Any upgrade would be predicated on improved liquidity involving expectations of consistently positive free cash generation (with FCF-to-Debt expected to be in the low single-digits) along with substantially full availability under the revolving credit facility. Expectations of a prudent financial policy with debt-to-EBITDA expected to be maintained at or below 5.5x would also be a prerequisite for an upgrade. Improved quality of earnings and strong operating performance such that EBITDA margins were expected to be consistently in the high teens would also create upward rating pressure. The following summarizes Moody's rating actions: Issuer: Neovia Logistics, LP Corporate Family Rating, assigned Caa1 Probability of Default Rating, assigned Caa1-PD $325 million Senior Secured term loan due 2024, assigned B3 (LGD3) Outlook, assigned Stable Issuer: Neovia Logistics Services, LLC $465 million Senior Secured Regular Bond/Debenture, currently rated Caa1 (LGD3), no action - to be withdrawn at close Outlook, currently Negative, no action - to be withdrawn at close Issuer: Neovia Logistics Intermediate Holdings, LP Corporate Family Rating, currently rated Caa3, no action - to be withdrawn at close Probability of Default Rating, currently rated Caa3-PD, no action - to be withdrawn at close Senior Unsecured Regular Bond/Debenture, currently rated Ca (LGD6), no action - to be withdrawn at close Outlook, currently Negative, no action - to be withdrawn at close Neovia Logistics Intermediate Holdings, LP (f/k/a Neovia Logistics Intermediate Holdings, LLC) (Neovia), through its wholly owned subsidiary Neovia Logistics, LP (f/k/a Neovia Logistics, LLC), is a global provider of logistics services. The company offers integrated supply chain solutions to its clients, primarily in the automotive, industrial and aerospace service parts, as well as retail, fulfillment and inbound to manufacturing logistics. In February 2015, an affiliate of Goldman Sachs & Co. and Rhone Capital L.L.C. completed the purchase of Neovia from prior owners Platinum Equity Partners and Caterpillar Inc. NEW FORTRESS: S&P Affirms 'B' ICR; Ratings Withdrawn ---------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating and stable outlook on U.S.-based energy infrastructure company New Fortress Energy LLC (NFE) and its subsidiary NFE Atlantic Holdings LLC and revised its view of its liquidity and capital structure to reflect low margin of cushion of liquidity sources over uses over the next 12 months. This is given the company's aggressive capital spending plans and debt-refinancing needs within the next 24 months. S&P then withdrew its ratings on the company and its subsidiary at the issuer's request. Revising S&P's liquidity assessment of NFE to less than adequate follows the company's announcement on March 18, 2019, that it postponed its debt-financing plans as it could not secure favorable terms. Proceeds were expected to refinance its term loan due in 2019 (extendible to 2020) and partially fund its significant investment plans. The stable outlook reflects S&P's view that NFE will execute on its buildout of downstream facilities, and the rating agency expects the company to begin generating positive operating cash flows in the second half of 2019. However, the company's liquidity will remain constrained over the next 12 months, and it will depend upon external financing and the sale of its Jamalco power project to build its liquefaction facility in Pennsylvania. S&P expects volume throughput and EBITDA to increase as the projects under construction enter service and debt to EBITDA to decline from over 10x in 2019 to below 4x in 2020, mainly driven by the additional EBITDA from commissioning projects under development. "We could lower the rating if the company cannot refinance its $500 million term loan maturity prior to year-end 2019, or if we expect debt to EBITDA to stay above 5x in 2020. This would likely result from a combination of operational challenges that delay the startup of the San Juan, La Paz, and Jamalco projects or bring lower-than-expected volumes when they enter service," S&P said. "Improved liquidity through debt refinancing and funding for the company's liquefaction facility would be prerequisites for an upgrade. Although not anticipated in the near term, we could raise the rating if the operations' scale and scope increase, diversity improves by commodity type and geography, and with the addition of investment-grade counterparties," the rating agency said. S&P said it could also raise the rating if debt to EBITDA declines and stays below 4x, likely due to higher-than-expected volumes when the facilities under development enter service. NORTHERN BOULEVARD: Seeks Access to Volkswagen Cash Collateral -------------------------------------------------------------- Northern Boulevard Automall, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to use cash collateral in the ordinary course of its business. The Debtor claims that its ordinary business activities require cash on hand and cash flow from operations to fund and operate its businesses. The Debtor also require access to additional liquidity to fund its Chapter 11 cases while working toward a successful sale of substantially all its assets. Volkswagen Credit, Inc. ("VCI") asserts a security interest in the Debtor's inventory, as well as the proceeds, products, rents, issues and profits of such inventory, to secure the repayment of various loans. VCI asserts that the Debtor defaulted under the loans on account of being out of trust by approximately $900,000. The Debtor's obligation to VCI is secured by the Debtor's vehicle inventory and Titles as well as parts inventory. The Debtor acknowledges that all of its cash and cash flow from operations are subject to the prior perfected first-priority liens and security interests VCI. The Debtor will grant VCI a substitute lien in its assets but only to the same, extent, validity and priority that existed prior to the Petition Date. In addition, the Debtor will remit to VCI the wholesale value of the Debtor's automobile and parts inventory as was the Debtor's practice prior to the Petition Date. As additional adequate protection, the Debtor will allow VCI or its designee to hold the keys to the vehicles owed by the Debtor and the related MSO's, so long as this collateral is made immediately available to the Debtor upon its request to operate in the ordinary course of its business (and turned over to purchaser upon the sale of the Vehicle). A copy of the Debtor's Motion is available at http://bankrupt.com/misc/nyeb19-41348-3.pdf About Northern Boulevard Automall Northern Boulevard Automall, LLC, which conducts business under the name Long Island City Volkswagen, is a dealer of new and used Volkswagen vehicles in Woodside, New York. It also offers Volkswagen service parts, accessories, and provides repair services. Northern Boulevard Automall sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41348) on March 7, 2019. At the time of the filing, the Debtor disclosed $5,851,178 in assets and $9,008,267 in liabilities. The case is assigned to Judge Nancy Hershey Lord. SPENCE LAW OFFICE, P.C., is the Debtor's counsel. NOVABAY PHARMACEUTICALS: Register 2.76 Million Shares for Resale ---------------------------------------------------------------- NovaBay Pharmaceuticals, Inc., has filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the resale of up to: (1) 2,618,285 shares of the Company's common stock, par value $0.01 per share, issuable to Triton Funds LP, a Delaware limited partnership pursuant to a Common Stock Purchase Agreement by and between the Company and Triton LP, dated March 29, 2019; and (2) 150,000 shares of Common Stock issued to Triton Funds, LLC, an affiliate of Triton LP, pursuant to the letter agreement by and between the Company and Triton LLC, dated March 29, 2019. The Shares of the Company's common stock being registered are being registered for sale by Triton LLC and Triton LP. The Purchase Agreement permits the Company to sell to Triton LP up to $3,000,000 of Common Stock at 90% of the lowest trading price of the Common Stock during the five trading days prior to the applicable closing date when the Company exercises its put option for such sale, until Dec. 31, 2019 or until $3,000,000 of such Common Stock have been sold to Triton LP. The Selling Stockholders may sell all or a portion of the Common Stock being offered pursuant to this Prospectus at the prevailing market prices at the time of sale or at negotiated prices. The Company will not receive any proceeds from the sale of shares of the Common Stock by the Selling Stockholders. However, the Company will receive proceeds from the sale of shares of Common Stock pursuant to the Company's right to sell Common Stock to Triton LP, but the Company will not receive proceeds from the shares of Common Stock issued to Triton LLC. The total amount of shares of Common Stock which may be sold pursuant to this Prospectus would constitute approximately 13.9% of the Company's issued and outstanding Common Stock as of April 1, 2019, assuming that the Company had issued all the 2,618,285 shares to Triton LP. The Company's Common Stock is subject to quotation on the NYSE American under the symbol "NBY." On March 29, 2019, the last reported sales price for the Company's Common Stock was $1.20 per share. The Company will pay for expenses of this offering, except that the Selling Stockholders will pay any broker discounts or commissions or equivalent expenses and expenses of their legal counsel applicable to the sale of their shares. A full-text copy of the prospectus is available for free at: https://is.gd/Y4tpZK About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $9.36 million in total assets, $4.40 million in total liabilities, and $4.95 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NOVABAY PHARMACEUTICALS: Wins $5M in Investments to Support Avenov ------------------------------------------------------------------ NovaBay Pharmaceuticals, Inc., has announced investments totaling $5 million to support the recent strategic shift in its U.S. commercialization strategy aimed at driving growth in Avenova sales while maintaining cost effectiveness. The investments include a convertible loan of $2.0 million from Ascendiant Capital Markets and Chicago Venture Partners. Additionally, Triton Funds LP has committed to making an equity investment of up to $3 million. "We are dedicated to our ongoing and long-lasting commitment to eye care professionals and patients suffering from dry eye disease, while capitalizing on the significant opportunity afforded by Avenova," said Justin Hall, interim president and CEO. "We are executing on our strategic shift toward a cost-efficient growth strategy, having already deployed our sales representatives in high-performing territories and territories with significant prescription volume potential and favorable health plan coverage in support of Avenova per-unit revenue. We appreciate the confidence of our investors who are dedicated to both NovaBay and Avenova's success in addressing this significant market need. "Importantly, I'm affirming our position that Avenova is the best topical product available to treat chronic bacterial infections that affect about 85% of those suffering from dry eye disease," added Mr. Hall. "Avenova addresses a sizable market comprised of millions of Americans who suffer from blepharitis and dry eye, as well as those who undergo ophthalmic procedures such as LASIK, retinal and cataract surgeries, or experience contact lens intolerance issues. We have an established position in the dry eye market with more than 827,000 prescriptions filled since Avenova's launch in 2015. The addition of more than 2,400 new prescribers in 2018 brings total Avenova prescribers to approximately 15,000. We are fully committed to providing ongoing, long-term and broad access to Avenova to eye care professionals and patients. We are now providing that access under a model that makes economic sense for NovaBay." About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $9.36 million in total assets, $4.40 million in total liabilities, and $4.95 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NPC INT'L: Moody's Cuts CFR to 'B3' & 1st Lien Loans to 'B2' ------------------------------------------------------------ Moody's Investors Service downgraded NPC International, Inc.'s Corporate Family Rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. Moody's additionally downgraded the company's 1st lien senior secured revolving credit facility and 1st lien senior secured term loan to B2 from B1, as well as the company's 2nd lien senior secured term loan to Caa2 from Caa1. The rating outlook is negative. "The downgrade of the CFR to B3 reflects the persistent cost and margin pressure NPC is facing, resulting in elevated leverage levels and modest interest coverage," stated Adam McLaren, Moody's Senior Analyst. For the year ended December 25, 2018, NPC's debt to EBITDA was high near 7 times, with the expectation of remaining elevated over the next 12-18 months given the challenging operating environment with pressured same store sales and labor and margin headwinds. Downgrades: Issuer: NPC International, Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured 1st Lien Bank Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: NPC International, Inc. Outlook, Remains Negative RATINGS RATIONALE The B3 CFR reflects NPC's high leverage and modest interest coverage driven by weaker operating trends and cost inflation related in part to labor and wages, commodities, and pricing. Given NPC's high level of capital investment, including relocations, new units, and remodel initiatives, it is expected that free cash flow will be constrained. The rating also considered NPC's limited product offering, concentrated day-part in lunch and dinner and limited geographic diversity. The rating is supported by NPC's multiple brands, meaningful scale within the Pizza Hut and Wendy's franchise system, new advertising partnerships, dedicated brand management and adequate liquidity. The company benefits from the support of its financial sponsor, including the expected $60 million capital injection to provide additional liquidity to continue to invest in remodels and relocations, although NPC will require additional future liquidity to continue to invest at such high levels (inclusive of growth capex). The negative outlook reflects Moody's view that the company will continue to face margin pressure over the next 12-18 months which will weigh on operating performance and credit metrics, while investing heavily in remodels, new units, and relocations continue to constrain liquidity. Performance improvement coupled with additional equity injections from its sponsor or other forms of liquidity could help stabilize the company's outlook. Ratings could be downgraded in the event the company continues to experience a sustained decline in operating performance. Leverage sustained over 7 times or the inability to strengthen the company's liquidity, could also result in a downgrade. The ratings could be upgraded in the event a sustained improvement in operating performance, driven by profitable same store sales and new unit growth resulted in stronger debt protection metrics and liquidity. Specifically, an upgrade would require debt to EBITDA declining below 6.0 times and EBITA to interest exceeding 1.2 times on a sustained basis. NPC is the largest Pizza Hut and Wendy's franchisee, operating 1,237 Pizza Hut restaurants and delivery units and 394 Wendy's restaurants. Annual revenue is approximately $1.6 billion. NPC is owned by Delaware Holdings, LLC and Eldridge Investment Holdings. OAKLAND PARK: MTTL Objects to Shareholder Disclosure Statement -------------------------------------------------------------- Secured Creditor, MTTL Services, Inc., filed an objection to the approval of the Disclosure Statement explaining the plan of reorganization filed by Alice Marquez Revocable Trust. On January 17, 2019, MTTL filed its Proof of Claim (Claim #3-1) in connection with a Tax Certificate for the 2017 real property taxes on the underlying real property purportedly owned by Marquez and leased by Debtor, OAKLAND PARK INN, INC. The Creditor points out that in Section 4.01 (p. 20) of the Disclosure Statement, Marquez has classified MTTL's claim (Class 1) as belonging to Broward County. The Creditor complains that this is incorrect as the creditor to whom the debt is owed is MTTL. The Creditor asserts that Marquez states in the Disclosure statement that "no amount is believed to be due" on MTTL's claim. The Creditor further complains this is also incorrect as MTTL's claim is outstanding, due, and payable with interest pursuant to its claim. Attorneys for MTTL: Gregory R. Bel, Esq. PIEDRA & ASSOCIATES, P.A. 201 Alhambra Circle, Suite 1200 Coral Gables, FL 33134 Tel: (305) 448-7064 Fax: (305) 448-7085 Email: gbel@piedralaw.com About Oakland Park Inn Oakland Park Inn Inc. -- http://ramadaoaklandparkinn.com/-- owns and operates the Ramada Oakland Park Inn located at 3001 N. Federal Highway, Fort Lauderdale. The Ramada branded hotel features outdoor heated pool, business center, fitness center, tiki bar, and restaurant. Oakland Park Inn filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-10620) on Jan. 16, 2019. In the petition signed by Walter W. Johnson, Jr., authorized representative, the Debtor disclosed $7,118 in assets and $3,187,752 in liabilities. The Hon. John K. Olson oversees the case. Kevin C. Gleason, Esq., at Florida Bankruptcy Group, LLC, serves as the Debtor's bankruptcy counsel. Soneet Kapila was appointed as Chapter 11 trustee for the Debtor's bankruptcy estate. OREXIGEN THERAPEUTICS: K. Khoja Class Action Suit Disclosed in Plan ------------------------------------------------------------------- Orexigen Therapeutics, Inc. filed a disclosure statement for its amended plan of liquidation dated March 27, 2019. This latest filing discloses that the Debtor, together with former officers of the Debtor, Michael A. Narachi, Joseph P. Hagan, and Preston Klassen, are defendants in the Securities Litigation pending in the United States District Court for the Southern District of California. The lead plaintiff for a proposed class of plaintiffs in the case is Karim Khoja. The plaintiffs have asserted certain claims against the Debtor and other defendants for violations of the Securities Exchange Act of 1934, and certain rules promulgated thereunder. On June 27, 2016, the District Court entered an order and judgment granting the defendants' motion to dismiss the plaintiffs' complaint and thereby dismissed two causes of action with prejudice and the remainder without prejudice. The lead plaintiff appealed. On August 13, 2018, the Ninth Circuit Court of Appeals affirmed in part and reversed in part the District Court's order and remanded the case to the District Court. The action is stayed with respect to the Debtor. Recently, the non-Debtor defendants filed a motion to dismiss with respect to certain remanded causes of action, which is scheduled to be heard by the District Court on April 18, 2019, and filed a petition for writ of certiorari with the United States Supreme Court appealing one part of the Ninth Circuit's decision. The Section 510(b) Claims are subordinated pursuant to section 510(b) of the Bankruptcy Code and the Holders of such Claim will not receive any distribution under the Plan. A copy of the Disclosure Statement dated March 27, 2019 is available at https://tinyurl.com/y38qnpry from kccllc.net. About Orexigen Therapeutics Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the cases. The Debtor tapped Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed three creditors to serve on the official committee of unsecured creditors. PAUL ALAN SHUGART: U.S. Trustee Appoints 2-Member Committee ----------------------------------------------------------- The United States Trustee appointed two creditors to the Official Committee of Unsecured Creditors in the Chapter 11 case of Paul Alan Shugart. The Committee members are: (1) AvePoint Public Sector, Inc. Representative: Richard C. Maxwell Woods Rogers, PLC 10 S. Jefferson St., Ste. 1400 Roanoke, VA 24011 Tel: (540) 983-7628 Email: rmaxwell@woodsrogers.com (2) Lift Forward, Inc. Representative: Brian Harden 180 Maiden Lane, 10th Fl. New York, NY 10038 Tel: (914) 477-6548 Email: brian@LiftForward.com Paul Alan Shugart filed a voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 19-11122). The case is assigned to Judge Kimberley H. Tyson. PAUL F. SMITH: Seeks Court Approval to Hire Accountant ------------------------------------------------------ Paul F. Smith, Jr. D.D.S., Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire an accountant. The Debtor proposes to employ David Brover to provide accounting services necessary to administer its bankruptcy estate. Mr. Brover does not hold any interest which is adverse to the Debtor and its estate, according to court filings. About Paul F. Smith, Jr. D.D.S. Paul F. Smith, Jr. D.D.S., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-11251) on March 8, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The case is assigned to Judge Arthur I. Harris. The Debtor tapped Gary Cook, Esq., as its bankruptcy attorney. PAYLESS HOLDINGS: Committee Taps Pachulski as Lead Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Payless Holdings, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Pachulski Stang Ziehl & Jones LLP as its lead counsel. The firm will advise the committee of its powers and duties under the Bankruptcy Code; represent the committee in its consultations with Payless Holdings and its affiliates; review any proposed asset sale, asset disposition and financing arrangement; investigate the Debtors' operations; participate in the preparation of a bankruptcy plan; and provide other legal services in connection with the Debtors' Chapter 11 cases. The firm will be paid at these hourly rates: Partners $725 - $1,395 Of Counsel $650 - $1,095 Associates $575 - $695 Paraprofessionals $325 - $395 Pachulski and its attorneys do not represent any interest adverse to that of the committee, according to court filings. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Jeffrey Pomerantz, Esq., a partner at Pachulski, disclosed in court filings that his firm has not agreed to a variation of its standard or customary billing arrangements, and that no Pachulski professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Pachulski can be reached through: Jeffrey J. Pomerantz, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4003 Tel: 310.277.6910 / 310.277.6910 Fax: 310.201.0760 Email: jpomerantz@pszjlaw.com Email: info@pszjlaw.com 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. It 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. It 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 its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 19-40883) on February 18, 2019. At the time of the filing, the Debtors had estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. The cases have been assigned to Judge Kathy A. Surratt-States. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as their legal counsel; Armstrong Teasdale, LLP as co-counsel; Ankura Consulting Group, LLC as restructuring advisor; PJ Solomon, L.P. as financial advisor and investment banker; and Prime Clerk LLC as notice, claims and balloting agent. Cassels Brock & Blackwell LLP serves as counsel in the CCAA proceedings while Seward & Kissel LLP serves as counsel for the Debtors' independent managers. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 1, 2019. PAYLESS HOLDINGS: Committee Taps Province as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of Payless Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Province, Inc., as its financial advisor. The firm will assist the committee in reviewing the financial reports of Payless Holdings and its affiliates; assist the committee in its negotiations with the Debtors and lenders; monitor the store liquidation and sales processes; prepare or review valuation and claim analyses; give advice with respect to a bankruptcy plan; and provide other financial advisory services in connection with the Debtors' Chapter 11 cases. The firm will be paid at these hourly rates: Principal $790 - $835 Managing Director $620 - $685 Senior Director $570 - $610 Director $480 - $560 Senior Associate $395 - $475 Associate $350 - $390 Analyst $285 - $345 Paraprofessional $150 Neither the firm nor any of its employees represent interest adverse to that of the committee, according to court filings. Province can be reached through: Paul Huygens Province, Inc. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Email: phuygens@provincefirm.com 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. It 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. It 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 its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 19-40883) on Feb. 18, 2019. At the time of the filing, the Debtors estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. The cases are assigned to Judge Kathy A. Surratt-States. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as their legal counsel; Armstrong Teasdale, LLP as co-counsel; Ankura Consulting Group, LLC as restructuring advisor; PJ Solomon, L.P. as financial advisor and investment banker; and Prime Clerk LLC as notice, claims and balloting agent. Cassels Brock & Blackwell LLP serves as counsel in the CCAA proceedings while Seward & Kissel LLP serves as counsel for the Debtors' independent managers. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 1, 2019. PENOBSCOT VALLEY HOSPITAL: Seeks to Hire Berry Dunn as Accountant ----------------------------------------------------------------- Penobscot Valley Hospital seeks approval from the U.S. Bankruptcy Court for the District of Maine to hire Berry Dunn McNeil & Parker, LLC as its accountant. The services to be provided by the firm include annual tax preparation, annual audit of the Debtor's financial statements and retirement program, preparation of cost reports, and consulting services. The hourly rates for professionals employed with the firm who are expected to provide the services are: Connie Ouellette $300 Tracy Harding $300 Lisa Openshaw $300 Janice Latulippe $300 Barbara McGuan $300 William Enck $300 Ellen Donahue $232 Michael Whitten $232 David Kennedy $232 Joseph Byrne $232 Alexander Donlon $200 The hourly rates for other professionals range from $48 to $168. In the one year prior to the Debtor's bankruptcy filing, the Debtor paid the firm $111,875. Berry Dunn does not hold any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Connie Ouellette Berry Dunn McNeil & Parker, LLC Phone: 207.541.2201 Fax: 207.541.2201 Email: couellette@berrydunn.com About Penobscot Valley Hospital Penobscot Valley Hospital -- http://www.pvhme.org/-- operates a general medical and surgical facility in Lincoln, Maine. It has been serving the community for over 40 years with a wide variety of services and treatment options. Penobscot Valley Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 19-10034) on Jan. 29, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Michael A. Fagone. The Debtor tapped Murray Plumb & Murray as its legal counsel. PERNIX SLEEP: Committee Hires Akin Gump as Lead Co-Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Pernix Sleep, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Akin Gump Strauss Hauer & Feld LLP, as lead co-counsel to the Committee. The Committee requires Akin Gump to: (a) advise the Committee with respect to its rights, duties and powers in the Chapter 11 Cases; (b) assist and advise the Committee in its consultations and negotiations with the Debtors relative to the administration of the Chapter 11 Cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their insiders, and of the operation of the Debtors' businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executor contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization or liquidation for the Debtors and accompanying disclosure statements and related plan documents; (f) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Chapter 11 Cases; (g) represent the Committee at all hearings and other proceedings before this Court; (h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety, and to the extent deemed appropriate by the Committee, support, join or object thereto; (i) advise and assist the Committee with respect to any legislative, regulatory or governmental activities; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (k) assist the Committee in its review and analysis of all of the Debtors' various agreements; (l) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or the Chapter 11 Cases; (m) investigate and analyze any claims against the Debtors' non-debtor affiliates; and (n) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Akin Gump will be paid at these hourly rates: Partners $1,000 to $1,755 Senior Counsel and Counsel $690 to $1420 Associates $540 to $975 Paralegals $205 to $395 Akin Gump will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: (a) Akin Gump did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; (b) No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case; (c) Akin Gump did not represent any member of the Committee in connection with the Chapter 11 Cases prior to its retention by the Committee; and (d) Akin Gump expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Akin Gump reserves all rights. The Committee has approved Akin Gump's proposed hourly billing rates. The Akin Gump attorneys and paraprofessionals staffed on the Debtors' Chapter 11 Cases, subject to modification depending upon further development. Arik Preis, a partner at Akin Gump, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason, the estates. Akin Gump can be reached at: Arik Preis, Esq. Mitchell P. Hurley, Esq. Gary A. Ritacco, Esq. Rachelle L.T. Rubin, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park, Bank of America Tower New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: apreis@akingump.com mhurley@akingump.com gritacco@akingump.com rlrubin@akingump.com About Pernix Sleep Pernix -- http://www.pernixtx.com/-- is a specialty pharmaceutical company focused on identifying, developing and commercializing prescription drugs, primarily for the United States market, currently focused on the therapeutic areas of pain and neurology. Primarily, the Debtors sell three core branded products: Zohydro ER with BeadTek, Silenor, and Treximet. Pernix is headquartered in Morristown, New Jersey. Pernix Sleep, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10323) on Feb. 18, 2019. As of Sept. 30, 2018, Pernix had assets of $274,770,000 and liabilities of $447,052,000. The cases are assigned to Judge Christopher S. Sontch. The Debtors tapped Davis Polk & Wardell LLP as their bankruptcy counsel; Landis Rath & Cobb LLP as Delaware bankruptcy counsel; Guggenheim Securities, LLC as investment banker; Ernst & Young LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 on March 1 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Pernix Sleep, Inc., and its affiliates. The Committee retained Akin Gump Strauss Hauer & Feld LLP, and Potter Anderson & Corroon LLP, as co-counsel, and Province Inc., as financial advisor. PERNIX SLEEP: Committee Hires Potter Anderson as Co-Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Pernix Sleep, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Potter Anderson & Corroon LLP, as co-counsel to the Committee. The Committee requires Potter Anderson to: a) provide legal advice and services regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Committee's goals in connection with these cases, bearing in mind that the Court relies on co-counsel such as Potter Anderson to be involved in all aspects of each bankruptcy proceeding; b) review, comment, and prepare drafts of documents to be filed with the Court as co-counsel to the Committee; c) appear in Court and at any meeting required by the U.S. Trustee and any meeting of creditors at any given time on behalf of the Committee as its co-counsel; d) assist the Committee and Akin Gump as necessary, in the investigation (including through discovery) of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization; e) compile and coordinate delivery to the Court and the U.S. Trustee information required by the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any applicable U.S. Trustee guidelines and requests; f) monitor the docket for filings and coordinating with Akin Gump on pending matters impacting the Committee; g) prepare and maintain critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters impacting the Committee and the deadlines associated with the same; h) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Akin Gump on any necessary responses; i) act as conflict counsel to the Committee in the event of a conflict on the part of Akin Gump; and j) perform all other services assigned by the Committee, in consultation with Akin Gump, to Potter Anderson as co- counsel to the Committee, and to the extent that Potter Anderson determines that such services fall outside of the scope of services historically or generally performed by Potter Anderson as co-counsel in a bankruptcy proceeding, Potter Anderson will file a supplemental declaration pursuant to Bankruptcy Rule 2014. Potter Anderson will be paid at these hourly rates: Partners $530 to $1,250 Counsels/Senior Attorneys $505 to $595 Associates $320 to $520 Paralegals/Staffs $110 to $340 Potter Anderson will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Potter Anderson has not agreed to a variation of its standard or customary billing arrangement for this engagement; b. None of Potter Anderson's professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; c. Potter Anderson did not represent the Committee in 12 months prior to the Petition Date; and d. The Committee and Potter Anderson expect to develop a prospective budget and staffing plan for Potter Anderson's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Jeremy W. Ryan, partner of Potter Anderson & Corroon LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason, the estates. Potter Anderson can be reached at: Jeremy W. Ryan, Esq. R. Stephen McNeill, Esq. D. Ryan Slaugh, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street, Sixth Floor Wilmington, DE 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 About Pernix Sleep Pernix -- http://www.pernixtx.com/-- is a specialty pharmaceutical company focused on identifying, developing and commercializing prescription drugs, primarily for the United States market, currently focused on the therapeutic areas of pain and neurology. Primarily, the Debtors sell three core branded products: Zohydro ER with BeadTek, Silenor, and Treximet. Pernix is headquartered in Morristown, New Jersey. Pernix Sleep, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10323) on Feb. 18, 2019. As of Sept. 30, 2018, Pernix had assets of $274,770,000 and liabilities of $447,052,000. The cases are assigned to Judge Christopher S. Sontch. The Debtors tapped Davis Polk & Wardell LLP as their bankruptcy counsel; Landis Rath & Cobb LLP as Delaware bankruptcy counsel; Guggenheim Securities, LLC as investment banker; Ernst & Young LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 on March 1, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Pernix Sleep, Inc. and its affiliates. The Committee hires Akin Gump Strauss Hauer & Feld LLP, and Potter Anderson & Corroon LLP, as co-counsel. Province Inc., as financial advisor. PERNIX SLEEP: Committee Hires Province as Financial Advisor ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Pernix Sleep, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Province Inc., as financial advisor to the Committee. The Committee requires Province to: a. become familiar with and analyze the Debtors' DIP budget, assets and liabilities, and overall financial condition; b. review financial and operational information furnished by the Debtors to the Committee; c. monitor the going concern sale process, interfacing with the Debtors' professionals, and advising the Committee regarding the process; d. analyze the Debtors' proposed asset sale process and develop alternative scenarios, if necessary; e. assess the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; f. prepare, or review as applicable, avoidance action and claim analyses; g. assist the Committee in reviewing the Debtors' financial reports, including, but not limited to, SOFAs, Schedules, cash budgets, and Monthly Operating Reports; h. advise the Committee on the current state of these chapter 11 cases; i. advise the Committee in negotiations with the Debtors and third parties as necessary; j. participate as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and k. other activities as are approved by the Committee, the Committee's counsel, and as agreed to by Province. Province will be paid at these hourly rates: Principal $790 to $835 Managing Director $620 to $685 Senior Director $570 to $610 Director $480 to $560 Sr. Associate $395 to $475 Associate $350 to $390 Analyst $285 to $345 Paraprofessional $150 Province will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Atkinson, managing director of Province, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Province can be reached at: Michael Atkinson PROVINCE, INC. 2360 Corporate Circle, Suite 330, Henderson, NV 89074 Tel: (702) 685-5555 Fax: (702) 685-5556 About Pernix Sleep Pernix -- http://www.pernixtx.com/-- is a specialty pharmaceutical company focused on identifying, developing and commercializing prescription drugs, primarily for the United States market, currently focused on the therapeutic areas of pain and neurology. Primarily, the Debtors sell three core branded products: Zohydro ER with BeadTek, Silenor, and Treximet. Pernix is headquartered in Morristown, New Jersey. Pernix Sleep, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10323) on Feb. 18, 2019. As of Sept. 30, 2018, Pernix had assets of $274,770,000 and liabilities of $447,052,000. The cases have been assigned to Judge Christopher S. Sontch. The Debtors tapped Davis Polk & Wardell LLP as their bankruptcy counsel; Landis Rath & Cobb LLP as Delaware bankruptcy counsel; Guggenheim Securities, LLC as investment banker; Ernst & Young LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 on March 1 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Pernix Sleep, Inc. and its affiliates. The Committee hires Akin Gump Strauss Hauer & Feld LLP, and Potter Anderson & Corroon LLP, as co-counsel. Province Inc., as financial advisor. PG&E CORP: Court Approves Stock Transfer Protocols -------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California entered an order establishing stock procedures to direct and indirect trading and transfers of stock of PG&E Corp. and setting Jan. 29, 2019 as the record date with respect to the ownership of claims against the Debtors for the purpose of certain notification and sell-down procedures. The stock procedures restrict transactions involving, and require notices of the holdings of an proposed transactions by, any person or group of person that is or, as a result of a proposed transaction, would become a substantial stockholder in the Debtors. For purposes of the stock procedures, a "substantial stockholder" is any person or, in certain cases, group of person that beneficially own, directly or indirectly at least 24.6 million of shares of common stock issued by the Debtors -- representing about 4.74% of all issued and outstanding shares of common stock. About PG&E Corp. PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. To help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. PHOEBEN INC: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Phoeben Inc., according to a notice filed on April 3. About Phoeben, Inc. Phoeben, Inc. -- https://www.armentacollection.com/ -- based in Houston, Texas, is manufacturer of bracelets, rings, necklaces, enhancers, earrings, and handbags. Phoeben, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-31000) on Feb. 26, 2019. The case is assigned to Jeffrey P. Norman. In the petition signed by CEO Emily Armenta, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Erin E. Jones, Esq., and Christopher R. Murray, Esq., at Jones Murphy & Beatty LLP, as counsel. PILOT TRAVEL: S&P Affirms 'BB+' Issuer Credit Rating; Off UCO ------------------------------------------------------------- S&P Global Ratings affirmed its ratings on Pilot Travel Centers LLC, including its 'BB+' issuer credit rating, and removed the under criteria observation (UCO) designation. "Our 'BB+' issuer credit rating on Pilot reflects the company's leading position as the largest operator of travel centers in North America, good free operating cash flow generation, and relatively steady credit metrics. As part of the revised criteria, our calculation of Pilot's adjusted funds from operations (FFO)-to-debt payback ratio improved slightly, although our view of the company's underlying creditworthiness has not changed," S&P said. The rating agency expects leverage around the 3x area in 2019 and 2020 as the company maintains a consistent financial policy of returning excess free cash flow to its owners. The stable outlook reflects S&P's expectation that Pilot will continue to build on its good operating momentum and leverage its scale to expand its lead in the highly fragmented travel center industry, maintaining debt to EBITDA around 3x and FFO to debt above 30%. "We could lower the rating on Pilot if debt to EBITDA exceeds 4x or FFO to debt declines below 20% and we expect them to be sustained at these levels. This could be caused by weaker-than-expected operating performance, possibly due to a sharp decline in fuel margins or miles driven. Alternatively, this could occur if the company adopts a more aggressive financial policy, including debt-financed acquisitions or shareholder returns," S&P said. "Although unlikely over the near term, an upgrade could occur if Pilot expands its operations, increasing and diversifying its earnings to offset the inherent volatility in its fuel business, while improving leverage to the low-2x area or FFO to debt above 40%," the rating agency said. PQ CORP: Moody's Raises CFR & Secured Debt Ratings to 'B1' ---------------------------------------------------------- Moody's Investors Service upgraded PQ Corporation's Corporate Family Rating to B1 from B2. Moody's also upgraded the company's senior secured term loan and senior secured debt to B1 from B2, and upgraded the senior unsecured debt to B3 from Caa1. Moody's affirmed the SGL-2 rating. The rating outlook is stable. "The ratings upgrade reflects the company's debt reduction as a result of improved free cash flow generation and management's demonstrated commitment to deleveraging," said Domenick R. Fumai, Vice President and lead analyst. Upgrades: Issuer: PQ Corporation Probability of Default Rating, Upgraded to B1-PD from B2-PD Corporate Family Rating, Upgraded to B1 from B2 Senior Secured Bank Credit Facility, Upgraded to B1 (LGD3) from B2 (LGD3) Senior Secured Regular Bond/Debenture, Upgraded to B1 (LGD3) from B2 (LGD3) Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD6) from Caa1 (LGD6) Outlook Actions: Issuer: PQ Corporation Outlook, Remains Stable Affirmations: Issuer: PQ Corporation Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE The upgrade of the CFR to B1 is prompted by the significant reduction in debt coupled with a commitment from management for additional deleveraging and substantial improvement in free cash flow generation. Since the company went public in September 2017, debt has decreased by approximately $500 million due to a combination of IPO proceeds as well as internal cash flow generation applied to debt reduction. Moody's adjusted leverage has improved from the high 6.0x pre-IPO, to 5.3x (Debt/EBITDA). Moody's calculations include analytical adjustments for underfunded pension plans, operating leases, and removal of certain add-backs to EBITDA included in the definitions used in the company's credit agreement. The B1 CFR is constrained by the company's still elevated leverage, expectations for bolt-on acquisitions over the rating horizon, and still large proportion of private equity ownership as CCMP Capital and INEOS Ltd. own approximately 46% and 22% of outstanding PQ stock, respectively. The rating is supported by leading market positions in diverse end markets, broad customer base with many long-term relationships, solid free cash flow generation, and importantly, management's commitment to debt reduction, all of which lend to greater financial performance stability compared to other similarly-rated peers in the chemical industry. The SGL-2 Speculative Grade Liquidity Rating ("SGL") reflects good liquidity to support operations. Moody's expects that PQ will generate approximately $460 million of adjusted EBITDA in 2019 (includes proportional consolidation of joint ventures and Moody's adjustments), and at least $100 million of free cash flow, which is in excess of approximately $225 million expected cash interest and maintenance capital spending requirements. As of December 31, 2018, the company currently had no borrowings under its $200 million asset-based revolving credit facility ("ABL"). The ABL contains a springing financial maintenance covenant -- the only financial maintenance covenant. There are no financial covenants under the term loan. PQ also has alternate forms of liquidity in terms of a joint venture and meaningful assets in non-guarantor foreign subsidiaries. The B1 ratings for the first lien senior secured credit facilities and the pari-passu senior secured notes are in line with the CFR and reflect their preponderance in the debt structure. These debt instruments are secured on a first priority basis by all assets of the parent company and direct and certain indirect domestic subsidiaries, and by a second priority security interest in inventory and receivables securing the unrated ABL. The unsecured notes are rated B3, two notches below the B1 CFR, based on the significant amount of secured debt in the capital structure. The stable outlook assumes that a combination of modest EBITDA growth and continued free cash flow generation will enable to company to reduce leverage below 5.0x over the next 12-18 months, generate retained cash flow-to-debt in excess of 10% (RCF/Debt), and at least $100 million of free cash flow in 2019. The outlook also incorporates expectations for limited bolt-on debt-financed acquisitions and adherence to conservative financial policies. Moody's could upgrade the rating with expectations for sustained adjusted financial leverage below 4.0x, retained cash flow-to-debt sustained above 15% and demonstration of organic growth to mitigate potential shareholder friendly actions. Moody's could downgrade the rating with expectations for adjusted financial leverage above 5.5x, negative free cash flow or retained cash flow-to-debt below 10%. Headquartered in Malvern, PA, PQ Corporation, the indirect wholly-owned subsidiary of PQ Group Holdings Inc., is a leading provider of inorganic specialty chemicals, including sodium silicates, silicate derivatives, catalysts, reflective glass spheres, and engineered glass materials. The company operates in four segments: Refining Services, Catalysts (which includes the 50% share of the Zeolyst Joint Venture), Performance Materials and Performance Chemicals. CCMP Capital Advisors, LP (CCMP) purchased a stake in the company in late 2014 and holds a 46% interest in the company. INEOS Ltd. is the other significant owner with a 22% stake in the company and the remainder is publicly held. PQ completed an IPO and began trading as a public company in September 2017. The company had $1.6 billion in revenues for the twelve months ended December 31, 2018. PREFERRED CARE: Asks Court to Approve Amended Plan Outline ---------------------------------------------------------- Preferred Care Partners Management Group, L.P., and Kentucky Partners Management, LLC filed a motion for an order approving their amended disclosure statement referring to an amended joint plan of liquidation dated March 22, 2019. The Debtors also request that the Court set a hearing during the week of June 3, 2019, to consider confirmation of the Plan The Debtors submit that the Disclosure Statement contains adequate information within the meaning of section 1125. The Disclosure Statement is extensive and comprehensive; it contains descriptions and summaries of, among other things, (a) the Plan; (b) the history of the Debtors; (c) the prepetition capital structure of the Debtors; (d) certain events leading to the commencement of the Bankruptcy Cases and the persons and entities involved in the Cases; (e) the significant events during the chapter 11 Cases; (f) claims asserted against the Debtors’ Estates; (g) risk factors affecting confirmation and the success of the Plan; (h) a liquidation analysis setting forth the estimated return that creditors would receive in chapter 7 cases; (i) financial information and valuations that would be relevant to creditors’ determinations of whether to accept or reject the Plan; (j) certain securities law and tax consequences of the Plan; and (k) a disclaimer indicating that no statements or information concerning the Debtors and their Assets and securities are authorized other than those set forth in the Disclosure Statement. The Troubled Company Reporter previously reported that under the amended plan, the Debtors will now liquidate instead of reorganize by selling their ownership of the Management Subsidiaries and Affiliates and monetizing estate Causes of Action against certain Insiders and Affiliates. A copy of the Amended Disclosure Statement is available at http://tinyurl.com/y4wkgr2cfrom Pacermonitor.com at no charge. About Preferred Care Partners Headquartered in Plano, Texas, Preferred Care Partners Management Group and Kentucky Partners operate skilled nursing care facilities. Preferred Care Partners Management Group, L.P., and affiliate Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on Nov. 13, 2017. Travis Eugene Lunceford, manager of general partner, signed the petition. The jointly administered cases were later transferred to the Fort Worth Division and assigned Case No. 17-44741. Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors' bankruptcy counsel. Preferred Care estimated its assets at between $50,000 and $100,000, and its liabilities at between $10,000,000 and $50,000,000. Kentucky Partners estimated its assets at up to $50,000 and its liabilities at between $10,000,000 and $50,000,000. PROSPECT MEDICAL: S&P Alters Outlook to Neg. on Higher Leverage --------------------------------------------------------------- S&P Global Ratings revised its outlook on California-based hospital operator Prospect Medical Holdings Inc. to negative from stable and affirmed its 'B' issuer credit rating. S&P's 'B' senior secured issue-level ratings and '3' recovery rating remains unchanged. The negative outlook reflects Prospect's significant underperformance in fiscal 2018, reflecting weak performance at recently acquired facilities and at its medical group segment that resulted in much higher leverage than S&P expected. Based on 2018 results and S&P's updated expectations for both the hospital portfolio and the medical group, the rating agency has lowered its forecast to reflect the company's lower margins, as well as its efforts to increase margins and cash flow over the next few years. S&P's revised forecast results in projected leverage of about 5.6x in 2019 and 5.2x in 2020, while generating discretionary cash flow of $120 million in 2019 and about $60 million in 2020. The rating agency expects discretionary cash flow in 2019 to be unusually high due to a large expected payment by California's Hospital Quality Assurance Fee (QAF) program and working capital catch-up related to its recently completed systems conversions. While this deleveraging and cash flow trajectory is consistent with the current 'B' rating, the negative outlook reflects risk to S&P's base case that the company will improve both financial performance and cash flow to a level consistent with other similarly rated peers. "Our negative rating outlook on Prospect reflects risks to our base case that it will improve operating performance and cash flow in 2019, resulting in leverage declining to the mid-5x range and the company building a liquidity cushion under its ABL," S&P said. QUICKLAB CORPORATION: Seeks to Hire Johnson Pope as Counsel ----------------------------------------------------------- Quicklab Corporation seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Johnson Pope Bokor Ruppel & Burns, LLP, as counsel to the Debtor. Quicklab Corporation requires Johnson Pope to assist the Debtor and represent in the Chapter 11 bankruptcy proceedings. Johnson Pope will be paid at the hourly rate of $425. Johnson Pope will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael C. Markham, partner of Johnson Pope Bokor Ruppel & Burns, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Johnson Pope can be reached at: Michael C. Markham, Esq. JOHNSON POPE BOKOR RUPPEL & BURNS, LLP 401 East Jackson Street, Suite 3100 Tampa, FL 33602 Tel: (813) 225-2500 E-mail: mikem@jpfirm.com About Quicklab Corporation Quicklab Corporation, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-02635) on March 25, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael C. Markham, Esq., at Johnson Pope Bokor Ruppel & Burns, LLP. REGDALIN PROPERTIES: Trustee's $3M Burbank Property Sale Approved ----------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized R. Todd Neilson, Chapter 11 Trustee for Regdalin Properties, LLC, to sell the real property commonly known as 1901-1903 West Magnolia Boulevard, Burbank, California, APN 2448-022-033, to Paul Rahimian for $3 million. A hearing on the Motion was held on March 20, 2019 at 10:00 a.m. The sale is free and clear of all claims, liens and interests. The Trustee is authorized to pay through escrow all usual and customary costs of sale, including without limitation (a) brokers' commissions of 5% (totaling $150,000), (b) escrow fees, (c) title insurance fees, (d) recording fees, (e) messenger fees, and (f) liens of record, in each case to the extent not disputed by the Trustee. The liens that may be forthwith paid by the Trustee from escrow include (i) the liens of any and all taxing authorities, and (ii) the lien recorded on Feb. 15, 2017 as Instrument Number 17-187788 in favor of Tony Tcharbakshi and Suyapa B. Gonzalez. No distribution will be made by the Trustee on account of the asserted lien of Xceed Financial Credit Union absent a further Bankruptcy Court order. With respect to commissions, the Trustee is authorized to pay such commissions through escrow. To the extent otherwise required to do so, the brokers receiving commissions are hereby relieved of any obligation that they may otherwise have had to file fee applications. Notwithstanding the provisions set forth in the Order, any mechanics liens on the Property, including without limitation the liens, claims, and/or interests represented by the (a) claim of lien recorded April 19, 2018 as Instrument Number 18-381122 in favor of Beneficial Construction Group, (b) the claim of lien recorded August 6, 2018 as Instrument Number 18-789128 in favor of Beneficial Construction Group, and (c) any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a document recorded Aug. 6, 2018 as Instrument Number 18-789128, will pass through the sale and remain as against the Property with the same validity, force, and effect as such liens, claims and/or interests had prior to the sale. The leases attached to the Counter Offer, to the extent otherwise valid and enforceable, are deemed assumed by the Estate and assigned to the Buyer. The 14-day stay period set forth in Bankruptcy Rules 4001(a)(3), 6004(h), 6006(d), 7062 and 9014 of the Federal Rules of Bankruptcy Procedure, to the extent applicable, are waived; and notwithstanding Bankruptcy Rules 4001(a)(3), 6004(h), 6006(d), 7062 or 9014 or Rule 62(a) of the Federal Rules of Civil Procedure, the Order will be immediately effective and enforceable upon its entry and there will be no stay of execution or otherwise of the Order. In the absence of any person or entity obtaining a stay pending appeal of this Order, the Trustee, the Estate and the Buyer are free to close the sale under the Counter Offer at any time, subject to the terms of the Counter Offer. About Regdalin Properties Regdalin Properties, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-20868) on Sept. 17, 2018, and was represented by Henrik Mosesi, Esq., in Glendale, California. In the petition signed by Edgar Sargysyan, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. R. Todd Neilson was appointed as the Debtor's Chapter 11 trustee on Nov. 1, 2018. The Trustee retained Dinsmore & Shohl LLP as his legal counsel. REMARKABLE HEALTHCARE: Committee Objects to Disclosure Statement ---------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Remarkable Healthcare of Carrollton, LP, and its debtor affiliates. The Committee complains that the Disclosure fails to provide explanation of how the "Equity Interest Purchase Price of $25,000.00 Cash" to purchase 100% of the new equity (as referenced in the Disclosure in Article V(C) on page 11 (Page 14 of 31) of the Disclosure was determined. The Committee points out that the disclosure fails to provide an explanation in Article V(C) on page 11 (Page 14 of 31) of what, if any, efforts Debtors intend to make to market the proposed new equity for sale. The Committee further complains that the Disclosure fails to include or discuss potential causes of action against current and prior management and their family. According to the Committee the Disclosure states in Article X(A) on page 24 (Page 27 of 31) that "Debtors believe that, in a liquidation scenario, no creditors subordinate to the secured creditors are likely to receive a distribution." The Committee asserts little analysis is provided to explain how Debtors reached this conclusion and no mathematical chart or calculation is attached to the Disclosure which would allow creditors to make a comparison between the Unsecured Creditors Pool of $50,000.00 and distribution in a chapter 7 liquidation. Attorneys for the Committee: Joshua P. Searcy, Esq. Callan Clark Searcy, Esq. SEARCY & SEARCY, P.C. P.O. Box 3929 Longview, TX 75606 Tel: 903-757-3399 Fax: 903-757-9559 Email: joshsearcy@jrsearcylaw.com ccsearcy@jrsearcylaw.com About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in assets and liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. The Office of the U.S. Trustee on March 19, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Searcy & Searcy, P.C., as its legal counsel. REMARKABLE HEALTHCARE: Court Denies Ch. 11 Trustee Appointment Bid ------------------------------------------------------------------ Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas denied Comerica Bank's request to appoint a Chapter 11 trustee for Remarkable Healthcare of Carrollton, LP and its affiliates. The Court, instead, ordered Comerica, Huron Consulting Group, Inc., and the Official Unsecured Creditors' Committee the full access to any valuation or appraisal reports prepared for the Debtors or US Capital Global and to which the Debtors have actual possession; any electronic or physical data room created for third parties in connection with marketing of the Debtors or obtaining financing for the Debtors all documents or files contained in any such Data Room; and any other files, records, and other information, including electronic information stored on computers or otherwise, regarding the finances or property of the Debtors. The Debtors were likewise ordered to file their amended disclosure statement on March 29, 2019. The deadline to object to the Disclosure Statement was last April 3, 2019. About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in assets and liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. The Office of the U.S. Trustee on March 19, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Searcy & Searcy, P.C., as its legal counsel. REMARKABLE HEALTHCARE: Plan Discloses Agreement with Comerica Bank ------------------------------------------------------------------ Remarkable Healthcare of Carrollton, LP, and its affiliated debtors filed a second amended disclosure statement in support of its amended joint plan of reorganization dated March 29, 2019. The latest plan discloses that the Debtors and their current principal lender, Comerica Bank, have reached an agreement that will allow Comerica Bank to support the Debtors' Plan, provided the Plan conforms to the parties’ written agreement. The Debtors have also recently executed a term sheet with a new lender named Alleon Capital Partners, LLC d/b/a Alleon Healthcare Capital. Alleon has expressed interest in providing new funding to the Debtors, subject to its own due diligence and other considerations. A copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/yxw9c8so from Pacermonitor.com at no charge. About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in assets and liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. The Office of the U.S. Trustee on March 19, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Searcy & Searcy, P.C., as its legal counsel. RENAISSANCE HEALTH: Seeks to Hire Furr Cohen as Counsel ------------------------------------------------------- Renaissance Health Publishing, LLC d/b/a Renown Health Products, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Furr Cohen, P.A., as counsel to the Debtor. Renaissance Health requires Furr Cohen to: (a) give advice to the Debtor with respect to the Debtor's powers and duties as Debtor-in-Possession and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Furr Cohen will be paid at these hourly rates: Attorneys $350 to $650 Paralegals $150 The Debtor paid Furr Cohen an initial retainer in the amount of $100,000. Furr Cohen will also be reimbursed for reasonable out-of-pocket expenses incurred. Aaron A. Wernick, partner of Furr Cohen, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Furr Cohen can be reached at: Aaron A. Wernick, Esq. FURR COHEN, P.A. 2255 Glades Road, Suite 301E Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 E-mail: awernick@furrcohen.com About Renaissance Health Publishing Renaissance Health Publishing, LLC, doing business as Renown Health Products, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-13729) on March 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Aaron A. Wernick, Esq., at Furr Cohen, P.A. RIVERA FAMILY: $1.2M Sale of Onalaska Property to Phillips Approved ------------------------------------------------------------------- Judge Brett H. Ludwig of the U.S. Bankruptcy Court for the Western District of Wisconsin authorized Rivera Family Holdings, LLC's sale of the real property located at 9550 E 16 Frontage Road, Onalaska, Wisconsin, and certain equipment, to Benjamin L. Phillips - Phillips Outdoor Services, Inc. for $1,234,250. The sale is free and clear of all liens, with the liens attaching to the proceeds in the order of priority. The proceeds from the sale of real estate will be distributed as follows: a. Closing costs relating to the sale of property including title policy commitment, transfer fees, recording fees, commissions, surveying costs (if any), attorney's fees and disbursements for Galen W. Pittman (not to exceed $2,000) relating to the sale of the property or other necessary and miscellaneous closing costs. The attorney fees in the amount of $2,000 will be placed in Trust; but the Court must approve said fees prior to disbursement to Galen W. Pittman. b. Payment of any delinquent or accrued real estate taxes that are not covered by the buyer in the offer to purchase. c. The net proceeds of the sale will be paid in the order of priority of liens against the property. Park Bank (Holmen) holds a 1St Mortgage on the real estate and the entire amount of net proceeds of the sale will be paid to the Park Bank (Holmen). There will be no other proceeds for distribution either to the debtor or in trust. About Rivera Family Holdings Rivera Family Holdings, LLC, a privately held company in Onalaska, Wisconsin, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 18-11448) on April 30, 2018. In the petition signed by Lynnae Rivera, authorized representative, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Brett H. Ludwig oversees the case. Pittman & Pittman Law Offices, LLC, is the Debtor's legal counsel. The Debtor hired hired TAP Consulting, LLC, as accountant. RODAN & FIELDS: S&P Lowers ICR to 'B+' on Higher Leverage --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Rodan & Fields LLC to 'B+' from 'BB-' and its issue-level rating on the company's senior secured credit facility to 'BB-' from 'BB'. The recovery rating is unchanged at '2'. The downgrade reflects S&P's view that Rodan & Fields performance in fiscal 2019 will remain significantly below the rating agency's previous expectations, with continuous sales and margin erosion leading to leverage increasing toward the mid-to-high 3x area from about 2.7x at end of 2018. S&P previously expected the company to continue to grow revenue at a double digit percentage rate and maintain leverage in the low 2x area. The anticipated steep increase in leverage over a very short period of time indicates that the company's operations and profitability are volatile and that management efforts to stabilize the declining business could stretch well into 2020, according to the rating agency. The stable outlook reflects S&P's view that the company will be able to stem its revenue decline by the second half of the year, with revenue returning to modest growth by the end of 2019. As such, S&P expects leverage to improve to the low-3x area by the end of 2019 from the mid-to-high 3x area in the first half of the year. "We could lower our ratings if the company cannot improve enrollment and increase the productivity of its consultants, or if greater industry competition hinders the company's efforts to stabilize declining sales and margins, resulting in leverage exceeding 4.5x. For this to occur, we estimate that EBITDA would have to decline by 40% from current levels," S&P said. "Given our expectation that the company could exhibit very high volatility of earnings and cash flows, we could raise our ratings if we saw stable sales growth and margin expansion such that leverage declined to low-to-mid 2x area, which would provide sufficient cushion for any performance downside. We believe this could occur if R&F improves consultant enrollment and productivity," S&P said. The rating agency estimates that for this to occur, EBITDA would need to improve by 10% from current levels, or improve by 25% from our projected EBITDA at the end of 2019. SCHUMACHER GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings affirmed its ratings on The Schumacher Group Of Delaware Inc. including the 'B' issuer credit rating, and revised the outlook to stable from negative. Integrated emergency department and hospital services provider Schumacher Group stabilized its operations and addressed underperforming contracts, resulting in net contract wins, increasing revenue, stable EBITDA margins, and about $30 million of reported free operating cash flow (FOCF) in 2018. The outlook revision reflects S&P's higher confidence in the company's ability to meet its base-case expectations of stable revenue and EBITDA margins, resulting in FOCF greater than $15 million. Schumacher has largely completed its restructuring of the unprofitable and underperforming contracts inherited from its ECI acquisition, mitigating the risk of material future impairments, margin pressure, and unpredictable cash flow. The stable outlook reflects S&P's expectation that the company will generate at least low-single-digit organic revenue growth, continue having net contract wins, and sustain mid-single-digit margins, resulting in at least $15 million in annual FOCF. It also reflects S&P's view that the company is likely to remain acquisitive, and that leverage will be sustained above 5x over time. SERVPRO BORROWER: Moody's Gives B3 CFR & B2 1st Lien Debt Rating ---------------------------------------------------------------- Moody's Investors Service has assigned a B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B2 first-lien facility ratings to SERVPRO Borrower, LLC. Proceeds from a $315 million first-lien term loan, a $125 million second-lien term loan (unrated), and $876 million of new cash equity from The Blackstone Group L.P. and rolled over equity from Servpro's management team will be used to back Blackstone's $1.3 billion acquisition of Servpro. The first-lien facilities also include a $45 million revolver that is anticipated to be undrawn at closing. The outlook is stable. Assignments: Issuer: SERVPRO Borrower, LLC Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior secured first-lien bank credit facilities, maturing 2024 and 2026, Assigned B2 (LGD 3) Outlook is stable. RATINGS RATIONALE Servpro's B3 rating acknowledges that Moody's adjusted debt-to-EBITDA will remain high, forecasted at approximately 6.5 times at year-end 2019. It also reflects that the cost to service the proposed debt, including $35 million of interest expense and $3 million of mandatory term loan amortization, will constrain Servpro's free cash flow generation over the next twelve to eighteen months. However, Servpro has a leadership position in the highly fragmented property mitigation and restoration services industry, which has shown resilience in recessionary periods. Given Servpro's franchise business model, its revenue scale of nearly $160 million in 2019 is small on an absolute basis. However, when measured by overall system sales generated by its more than 1,700 franchisees, Servpro's system revenues are more than $2.4 billion, giving it market-leading scale. Support for the B3 CFR is provided by Servpro's track record of strong revenue growth, which Moody's sees as continuing. System sales from Servpro's franchisees have realized a double-digit CAGR over the company's decades-long history, without a single down year. Servpro has a nationwide footprint of franchisees, nearly three quarters of who have been with the company for at least a decade. Two thirds of Servpro's revenues, and 90% of gross margin, are generated by stable royalty and franchise fee income that provide an effectively 100% contribution margin. The resultant very high, roughly 40% EBITDA margins, combined with minimal capital expenditures due to the asset-light nature of the franchisor function, allow for good free cash flow. However, over the next twelve to eighteen months, Moody's views Servpro's liquidity as adequate. Moody's expects free cash flow in its first year of the Blackstone era to be heavily curtailed, given the annual interest expense burden. In the near term, because nearly all existing balance sheet cash will be swept as a result of the sale to Blackstone, Servpro may have to rely on the new $45 million revolver. Looking forward, Moody's expects the company, by 2020, to generate free cash flow that, as a percentage of debt, will be in the mid-single-digits, solid for the ratings category. With Moody's expectations for continuing, at least mid-single-digit revenue growth and modestly expanding margins due to scale advantages, it anticipates leverage will fall below 6.0 times by the end of 2020, while EBITDA-less-capex coverage of interest expense should average about 2.0 times. The stable outlook reflects Moody's expectations for steady mid-single-digit percentage revenues growth, solid and expanding profitability levels, and steadily declining financial leverage, to below 6.0 times by late 2020. The ratings could be upgraded if Servpro's good revenue momentum continues, allowing it to reduce debt-to-EBITDA leverage below 6.0 times on a sustained basis and to generate consistent free cash flow as a percentage of debt of better than 5%. A demonstrated commitment to conservative financial policies would also be a factor in consideration of an upgrade. The ratings could face downward pressure if revenue growth falls to low single-digit percentages, delaying its deleveraging expectations, or if free cash flow as a percentage of debt falls below 2%. Through its nationwide network of franchisees, Tennessee-based SERVPRO Borrower, LLC provides property mitigation, restoration, and reconstruction services, focused on remediating damage related to water, fire, and mold for both residential and commercial customers. Moody's expects the company's 2019 franchise-fee revenue base to approach $160 million, a 7% increase over 2018's revenues. SHEA HOMES: S&P Affirms 'B+' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Calif.-based homebuilder Shea Homes L.P. and 'BB-' issue-level rating on the senior unsecured notes. The recovery rating on these notes remains '2', reflecting S&P's expectation for substantial (70% to 90%, rounded estimate: 80%) recovery in the event of default. The affirmation reflects a substantially increased cash position that acts as a buffer against lower sales, weaker profit margins, and higher debt to EBITDA in 2019. Still, S&P reassessed its view of financial risk to reflect its forecast for EBITDA margins to contract by more than 200 basis points this year and for weighted, five-year debt to EBITDA to rise to 4.3x. S&P's stable outlook on Shea reflects the rating agency's expectation for continued albeit slower growth in the U.S. housing market over the next 12 months. S&P expects Shea to see modest revenue declines, a relatively significant drop in EBITDA, but also high cash balances that the rating agency expects to remain largely intact even as gross leverage increases above 4x. "We could lower the rating if debt to EBITDA climbed above 5x. This scenario could happen if slower demand diminishes pricing power, and EBITDA margins take another step down from the 11%-12% in our forecasts. This would cause EBITDA to decline to firmly below the $175 million to $180 million range we project for 2019 and 2020," S&P said. "Given the company's size, scale, and leverage relative to larger homebuilder peers, we view an upgrade as unlikely in the next 12 months. Longer term, we could consider raising the rating if Shea increases the size of its platform, meaningfully diversifies its end-markets, and brings debt to EBITDA below 3x," the rating agency said. SKYMARK PROPERTIES: Seeks to Hire Bull Realty as Leasing Agent -------------------------------------------------------------- Skymark Properties III, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Bull Realty, Inc., as leasing agent to the Debtor. Skymark Properties requires Bull Realty to assist the Debtor in the lease of the commercial office building owned by the Debtor, located at 1590 Adamson Pkwy, Morrow, Georgia. Bull Realty will be paid 4% of the minimum rent due over the term of the lease or $4 per rentable square foot of lease area. M. Sean Williams, agent of Bull Realty, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bull Realty can be reached at: M. Sean Williams BULL REALTY, INC. 50 Glenlake Drive, Suite 600 Atlanta, GA 30328 Tel: (404) 876-1640 About Skymark Properties III Skymark Properties III, LLC, is the owner of an office building located at 1590 Adamson Parkway, Motrow, Georgia 30260. Skymark Properties III sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-71708) on Dec. 28, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The petition was signed by Troy Wilson, authorized agent. Wolfson Bolton PLLC serves as the Debtor's counsel. SPECTRUM BRANDS: S&P Leaves B+ Rating on Sr. Unsec. Debt Unchanged ------------------------------------------------------------------ S&P Global Ratings revised its recovery rating on Spectrum Brands Inc.'s senior unsecured notes to '3' from '4' after the company redeemed $285 million of its $570 million senior unsecured notes due 2022. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P's 'B+' issue-level rating on Spectrum's senior unsecured debt remains unchanged. In addition, all of S&P's other ratings on the company, including its 'B+' issuer credit rating and 'BB' issue-level rating on its $800 million revolving credit facility, are unchanged. The outlook is stable. S&P's ratings on Spectrum Brands incorporate the solid market position of the company's hardware and home improvement (HHI) business and the defensible positions held by its value-focused home and garden (H&G) segment. The rating agency believes the recent organic growth in Spectrum's pet segment suggests that this business is turning the corner following sizable recall activity. Notwithstanding the higher distribution costs and unfavorable product mix in the company's pet business, the pet sector has good fundamentals, including relatively stable underlying consumer demand. Nevertheless, it's a highly fragmented and competitive space and pet specialty retailers continue to struggle. Input-cost variability also remains a key risk, especially for the HHI and H&G businesses. S&P forecasts that Spectrum's adjusted debt to EBITDA will improve below 5x in about one year and expect the company to maintain adjusted leverage in the mid-4x area thereafter. RATINGS LIST Spectrum Brands Holdings Inc. Issuer Credit Rating B+/Stable/-- Issue-Level Rating Unchanged; Recovery Rating Revised To From Spectrum Brands Inc. Senior Unsecured B+ B+ Recovery Rating 3(50%) 4(45%) SRI HOLDINGS: $335K of Columbia Condo Unit 309 to Liggins Approved ------------------------------------------------------------------ Judge Robert A. Gordon of the U.S. Bankruptcy Court for the District of Maryland authorized SRI Holdings, LLC's sale of the commercial condominium unit known as 8600 Snowden River Parkway, Unit 309, Columbia, Maryland to Phillip Liggins for $335,000, free and clear of all other liens. The sale is free and clear of the liens of the Secured Creditors, subject to the payment of all proceeds of the sale, after reasonable and ordinary expenses of sale, including real estate property taxes to Howard County, real estate commissions and Administrative Expenses, to National Loan Investors, L.P., and free and clear of all other liens, claims and/or encumbrances. The Administrative Expenses to be held from the proceeds of the sale total, as agreed, $9,875, which represents $4,875 for the United States Trustee fee and $5,000 to be held for attorney's fees and expenses. The 14-day stay set forth in Rule 6004(h) of the Bankruptcy Rules is waived. About SRI Holdings SRI Holdings, LLC, sought Chapter 11 protection (Bankr. D. Md. Case No. 19-10396) on Jan. 10, 2019. In the petition signed by Sanjay Srivastava, president, the Debtor estimated assets and liabilities in the range of $100,001 to $500,000. The Debtor tapped Geri Lyons Chase, Esq., at Law Office of Geri Lyons Chase, as counsel. ST. STEPHEN'S CHURCH: Taps Craig Dwyer as Bankruptcy Attorney ------------------------------------------------------------- St. Stephen's Church of God in Christ, in San Diego, California, received approval from the U.S. Bankruptcy Court for the Southern District of California to hire Craig Dwyer, Esq., as its bankruptcy attorney. Mr. Dwyer will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. He will charge an hourly fee of $400. The attorney does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Mr. Dwyer maintains an office at: Craig E. Dwyer, Esq. Craig E. Dwyer, Esq. 8745 Aero Drive, Suite 301 San Diego, CA 92123 Tel: (858) 268-9909 Fax: (858) 268-4230 Email: craigedwyer@aol.com About St. Stephen's Church of God in Christ St. Stephen's Church of God in Christ is a non-profit religious organization in San Diego, California. St. Stephen's Church of God in Christ sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-01493) on March 19, 2019. At the time of the filing, the Debtor disclosed $3,136,688 in assets and $2,685,226 in liabilities. The case is assigned to Judge Laura S. Taylor. STGC HOLDINGS: Seeks to Hire Buechler Law as Counsel ---------------------------------------------------- STGC Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ employ Buechler Law Office, L.L.C., as counsel to the Debtor. STGC Holdings requires Buechler Law to: a. prepare on behalf of the Debtor-in-Possession all necessary reports, orders and other legal papers required in this Chapter 11 proceeding; b. perform all legal services for Debtor as Debtor-in- Possession which may become necessary herein; and c. represent the Debtor in any litigation which the Debtor determines is in the best interest of the estate. Buechler Law will be paid at these hourly rates: Kenneth J. Buechler $375 Michael J. Guyerson $375 Jonathan M. Dickey $250 Paralegals $105 Buechler Law received the amount of $4,977 in retainer from Glacier Ice Arena, LLC, the entity which operates the Property for the Debtor's case. Buechler Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Jonathan Dickey, a partner of Buechler Law Office, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Buechler Law can be reached at: Jonathan Dickey, Esq. 999 18th Street, Esq. Denver, CO 80202 Tel: (720) 381-0045 Fax: (720) 381-0382 E-mail: jonathan@kjblawoffice.com About STGC Holdings STGC Holdings LLC, based in Grand Junction, CO, filed a Chapter 11 petition (Bankr. D. Colo. Lead Case No. 19-12310) on March 27, 2019. The Hon. Thomas B. McNamara (19-12310) and Hon. Joseph G. Rosania Jr. (19-12311), oversees the cases. The petition was signed by Kathryn Edwards, trustee for the Jean Zamboni Trust, 100% owner of STGC, LLC. In its petition, the Debtors estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Jonathan Dickey, Esq., at Buechler Law Office, L.L.C., serves as bankruptcy counsel. STORE IT REIT: $4.7M Sale of Katy Property to Public Storage Okayed ------------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Store it REIT, LLC's sale of the Houston self-storage facility located at 1001 South Mason, Katy, Texas to Public Storage for $4.7 million. The Purchase Agreement, including all of the terms and conditions thereof, are approved. The Title Company is authorized to pay Citizens 1st Bank the payoff amount at the closing. The sale is free and clear of all Liens, claims, encumbrances, and other interests of any kind or nature whatsoever. All liens on the Property will attach to the net sale proceeds. The Debtor has an unsecured claim against the Property for approximately $750,000 relating to amounts loaned by the Debtor to construct and operate the Property. The co-owners acknowledge some amount is owing to the Debtor, but dispute whether the full $750,000 is owed. As such, it is Ordered that $750,000 of the sale proceeds will be held in Trust until a resolution of the Debtor's claim is reached. Nothing in the Order will prejudice or waive the Debtor's claims. The stay of the Order provided in Bankruptcy Rules 6004(h) is lifted to allow for the Closing of the sale of the Property to occur immediately or thereafter; and notwithstanding Bankruptcy Rules 6004(h), the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. In the absence of any entity obtaining a stay pending appeal, the Debtor and the Buyer are free to close the Sale under the Order in accordance with its terms at any time. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Store_It_150_Order.pdf About Store It REIT Store It REIT, Inc., formerly known as Evergreen Realty REIT, Inc., and American Spectrum REIT I, Inc., is a privately held company in Ketchum, Idaho engaged in activities related to real estate. The Company has 98.64% equity interest in Evergreen REIT, LP. Evergreen REIT, LP, is a real estate investment trust owning interest in entities that own tenant in common, limited partnership, and/or general partnership interest in three self-storage facilities. Store It REIT filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 18-32179) on April 27, 2018, listing $13.18 million in total assets and $127,143 in total liabilities. The petition was signed by William J. Carden, president and director. Judge Marvin Isgur oversees the case. The Debtor tapped Deirdre Carey Brown, Esq., at Hoover Slovacek LLP, as its bankruptcy counsel. On July 3, 2018, the Office of the U.S. Trustee appointed an official committee of equity security holders. The equity committee tapped Polsinelli PC as its legal counsel. The equity committee has sought appointment of an examiner in the company's Chapter 11 case. The Debtor has filed a plan of liquidation and disclosure statement. On Sept. 10, 2018, Marc Schwartz was appointed as Store It's chief restructuring officer. STRIDE ACADEMY, MN: S&P Withdraws 'D' 2016A Lease Rev. Bond Rating ------------------------------------------------------------------ S&P Global Ratings withdrew its 'D' long-term rating on St. Cloud, Minn.'s series 2016A lease revenue bonds, issued for STRIDE Academy, at the school's request. THEAG NORTH: Seeks to Hire Hayward & Associates as Counsel ---------------------------------------------------------- THEAG North Arlington LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Hayward & Associates PLLC, as general bankruptcy counsel to the Debtor. THEAG North requires Hayward & Associates to provide legal services and represent the Debtor in the Chapter 11 bankruptcy proceeding. Hayward & Associates will be paid at these hourly rates: Melissa Hayward, Esq. $400 Associates $195 to $275 Paralegals $175 The Debtors paid $34,886 as a retainer to Hayward & Associates. The Firm withdrew $20,823.50 from the retainer prepetition to pay for its prepetition services rendered to the Debtors and the chapter 11 filing fee. The remaining retainer amount will be held as security against post-petition fees and expenses. Hayward & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Melissa Hayward, a partner at THEAG North Arlington, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Hayward & Associates can be reached at: Melissa S. Hayward, Esq. HAYWARD & ASSOCIATES PLLC 10501 North Central Expy., Suite 106 Dallas, TX 75231 Tel: (972) 755-7100 Fax: (972) 755-7110 E-mail: MHayward@HaywardFirm.com About THEAG North Arlington Fastsigns -- https://www.fastsigns.com/ -- is a locally and independently owned and operated sign, graphics and visual communications company that provides comprehensive visual marketing solutions to customers of all sizes across all industries -- to help them attract more attention, communicate their message, sell more products, help visitors find their way and extend their branding across all of their customer touch points including decor, events, wearables, digital signage and marketing materials. THEAG North Dallas LLC, based in Dallas, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30957) on March 18, 2019. The Hon. Stacey G. Jernigan (19-30957), Hon. Edward L. Morris (19-41108), and Hon. Mark X. Mullin (19-41109), oversees the case. In the petition signed by Chris Allen, managing member, the Debtors estimated $1 million to $10 million in both assets and liabilities. Melissa Hayward, Esq., at THEAG North Arlington LLC, serves as bankruptcy counsel. THOMAS APPLIANCE: Creditor INXS Objects to $200K Sale of All Assets ------------------------------------------------------------------- INXS VIII, LLC, a creditor of Thomas Appliance Co., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan its objection to the Debtor's proposed sale of all of the assets associated with Thomas Appliance, Inc., including its inventory and real property, to Jerome A. Drudi for $200,000. On Feb. 19, 2019, the Court reopened the case for the Debtor to file a motion to sell the property, however (i) the redemption period had already expired on Feb. 15, 2019, and therefore, the Debtors no longer had any interest in the property as of the time of filing of the case; (ii) the automatic stay no longer protects the property of the debtor after the foreclosure sale. The Creditor has an interest in both the real property, and a lien in all goods on the property. It is the present owner of the property. The Debtor cannot sell the property because it has no interest in the property. Therefore, the Creditor asks that the Court annuls the automatic stay as it relates to the Creditor and the property at G 5600 S. Saginaw, Flint, Michigan, allowing it to pursue remedies of collection pursuant to applicable state law, sanctions against the Debtor. About Thomas Appliance Co. Thomas Appliance Co. sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 11-33010) on June 21, 2011. In the petition signed by Donald Thomas, president, the Debtor estimated assets in the range of $0 to $50,000, and $500,000 to $1 million in debt. The Debtor tapped Peter T. Mooney at Simen, Figura & Parker, PLC, as counsel. On March 6, 2012, the Court confirmed the Debtor's plan and disclosure statement. TINA JONES: $1.6M Sale of Rutherford Property to Richland Approved ------------------------------------------------------------------ Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized Tina Marie Jones' sale of the real property located at 3200 Manchester Hwy, Murfreesboro, Tennessee, consisting of her residence and approximately 34.84 acres, more or less, designated as Parcel/Tax ID 126 01300 in the property assessor's office for Rutherford County, Tennessee, to Richland South, LLC, for $1,625,000. The closing would take place on April 1, 2019. The contract would be for cash and with no contingencies. There would be no realtor's fee attached to the property; and that all lienholders in the Property were either paid in full or consented to the sale. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Tina_Jones_191_Order.pdf Tina Marie Jones sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 17-05623) on Aug. 17, 2017. The Debtor tapped Paul E. Jennings, Esq., at Paul E. Jennings Law Offices, P.C., as counsel. TINA MARIE WHITE: $375K Sale of Groesbeck Property to Carters OK'd ------------------------------------------------------------------ Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Tina Marie White's sale of the real estate located at 118 LCR 799, Groesbeck, Texas to Robert and Tina Carter for $374,800. A hearing on the Motion was held on March 26, 2019. The sale is free and clear of all liens, claims, encumbrances and other interests in the Property, with the exception that any liens securing the payment of ad valorem taxes for the year 2019 and future years will remain attached to the Property. The lien asserted against the Property by Prosperity Bank will attach to the proceeds of the Sale until the debt secured by such lien is paid in full at closing of the Sale. Upon closing of the Sale, the proceeds of the Sale will be disbursed as follows: a. The full amount of the debt owed by the Debtor and her husband to Prosperity Bank which is secured by a mortgage on the Property will be paid in full at closing of the Sale; b. The broker's commission to Brenda A. Thomas, doing business as Red Barn Realty, equal to six 6% of the gross Sale price will be paid in full at closing; c. All closing costs, ad valorem taxes and other expenses associated with the Sale for which the Debtor and her husband are obligated under the terms of the Sale Contract, as well as all reasonable and customary costs of sale, will be paid in full at closing; and d. All proceeds of the Sale remaining after the above required payments and transfers at closing are made will be disbursed to the Debtor and promptly deposited by the Debtor in her debtor-in-possession bank account. The Order will be effective and enforceable immediately upon entry and will not be stayed pursuant to Federal Rule of Bankruptcy Procedure 6004(h). Tina Marie White sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-40609) on Feb. 11, 2019. The Debtor tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as counsel. TRESHA-MOB LLC: Proposed Auction Sale of All Assets Approved ------------------------------------------------------------ Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized the bidding procedures of Tresha-Mob, LLC in connection with the sale of substantially all assets at auction. The Debtor is granted the power and authority to market and sell the Property for a potential Transaction to a Potential Buyer, pursuant to the Bid Procedures. The Court will consider the approval of such Transaction at the Sale Hearing. The following procedures for soliciting Offers are approved: a) To complete a sale of the Property, upon consultation with its lender RCB Bank, the Debtor may select any of the following approaches: (i) the designation of a stalking horse bidder and then holding an auction; or (ii) an auction with no stalking horse bidder. Any Transaction entered into by the Debtor ill be subject to the consent of the Lender and final approval of this Court pursuant to an order approving the sale. b) The Debtor, through CBRE, Inc. will continue marketing the Property for potential sale. A party wishing to become a Potential Buyer, and gain access to the Debtor's due diligence materials, must, if they have not already done so, execute a confidentiality agreement in a form acceptable to the Debtor. Upon satisfaction of the foregoing requirements, the interested party will be considered a "Potential Buyer." All inquiries regarding access to the Debtor’s due diligence materials should be directed to CBRE. c) In order to constitute a "Qualified Offer" and in order to become a "Qualified Bidder,: any offer from a Potential Buyer submitted to CBRE must conform to the following requirements to be considered. Such offer: i. will not contain any contingencies for the Potential Buyer's ability to obtain financing or conduct additional due diligence and will be for all cash payable in full upon closing (unless another payment structure is accepted by the Debtor in consultation with its Lender); ii. will not contain any condition to closing on the receipt of any third-party approval (excluding approvals required by the Bankruptcy Court or any governmental or regulatory agency); iii. will provide that the Qualified Offer or Stalking Horse Bid is irrevocable through the earlier of the closing of any transaction with a winning bidder or May 3rd, 2019; iv. must acknowledge that the Potential Buyer has: (a) had the opportunity to conduct its own due diligence and independent review of the Property and associated assets and financial information; and (b) relied solely upon its own due diligence, and not any oral or written statements of the Debtor, its professionals or any other third party; v. if a Stalking Horse Bid or a Qualified Offer, it will be accompanied by a Proposed Earnest Money Contract; vi. whether a Stalking Horse Bid or a Qualified Offer, it will include an earnest money deposit in the amount of $200,000 and an executed escrow agreement; vii. in the event the Debtor has accepted a Stalking Horse Bid, a Qualified Offer must also propose a purchase price at least $100,000 greater than the stated purchase price offered by the Stalking Horse Bidder; viii. must be received by CBRE on or before 5:00 p.m. on March 21st, 2019 for a Qualified Offer and no later than 5:00 p.m. 1 on Feb. 26, 2019 for a Stalking Horse Bid Deadline; and ix. Must produce financial statements or other documents that demonstrate to CBRE (after consulting with Ronald Hornberger, if CBRE deems appropriate and the Lender) that such interested party is financially capable of closing on a Transaction within the time required under the Bid Procedures Order. d) If a Potential Buyer seeks to be a stalking horse bidder, it may do so by submitting an earnest money contract to enter into a Transaction in a form acceptable to the Debtor and which requires protections and break-up fees. Such a Stalking Horse Bid must be received by the Debtor no later than 5:00 p.m. on Feb. 26, 2019. In the exercise of its business judgment, the Debtor, upon consultation with CBRE and with the approval of the Lender, may accept a Stalking Horse Bid. The Debtor will file a Notice of Stalking Horse Bid no later than Feb. 27, 2019. e) The Debtor is authorized to accept a Stalking Horse Bid that provides the protections and fees subject to the guidelines, restrictions and limitations. f) On March 27, 2019 at 2:00 p.m., if there are more than one Bidding Parties, the Court will conduct an auction. The Auction will be a public outcry auction. g) All Qualified Bidders must attend an Auction sale (to be conducted by the Court or such as approved by the Court) on March 27, 2019 at 2:00 p.m. in Courtroom No. 1, Third Floor of the United States Bankruptcy Courthouse at 615 E. Houston, San Antonio, TX 78205. h) At the Auction Sale, bidding for the Property will be conducted in minimum incremental bids of $100,000 (or such smaller increment as the Debtor recommends as appropriate under the circumstances). i) Following the conclusion of bidding, the Court will determine which bid generates the greatest amount of value for the Debtor's estate; j) At the Sale Hearing, with consent of the Lender, the Debtor will seek Court approval for the sale of the Property free and clear of all liens, claims and encumbrances to the proposed purchaser on terms and conditions approved by the Court. The Debtor will also seek approval of one or more back-up bids; k) Qualified Offers made prior to or at the Sale Hearing may not be withdrawn after they are made and any entity's refusal or failure to comply with its offer after acceptance of same by the Debtor and approval by the Court will entitle Debtor to retain the eposit; and l) The Debtor (after consultation with the Lender and CBRE) reserves the right to reject any proposed higher and better offer which, in its discretion, is deemed inadequate or insufficient or which is contrary to the best interests of the estate. The Debtor intends to submit any disputes which may arise in connection with the bidding process to the Bankruptcy Court for determination on an expedited basis. The Sale Hearing is set for March 27, 2019. The Sale Objection Deadline is March 25, 2019. The closing of the sale of the Property will occur on April 3, 2019. Subject to the Lender's consent: the Debtor may: (i) accept a timely submitted Stalking Horse Bid, (ii) provide a Stalking Horse Bidder with certain bid protections, including a Break-up Fee in an amount of $10,000 together with an amount equal to the reasonable, necessary and actual costs incurred by the Stalking Horse Bidder in performing due diligence and negotiating and presenting its’ Stalking Horse Bid in an amount not to exceed $50,000, and (iii) grant the Stalking Horse Bidder an option to participate in the Auction. The Bid Procedures Notice is approved. Notwithstanding Bankruptcy Rules 6004, 6006 or otherwise, the Order will be effective and enforceable immediately upon entry. Its provisions will be self-executing. To the extent applicable, the stays described in Bankruptcy Rules 6004(h) and 6006(d) are waived for good cause shown by the Debtor. The Debtor will transmit all Stalking Horse Offers, Qualified Offers, and any other written expression of interest in the Property to the Lender through its respective counsel within 24 hours of receipt by Debtor of the same. The Lender and the Broker reserve all rights regarding allowance and payment of fees or commissions in the event the Lender is the Successful Bidder. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/TRESHA-MOB_LLC_106_Order.pdf About Tresha-Mob Tresha-MOB, LLC, is a lessor of real estate based in Chicago, Illinois, whose principal assets are located at 9618 Huebner Road San Antonio, TX 78240. Tresha-MOB filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52420) on Oct. 10, 2018. In the petition signed by Michael Horrell, Voltaire Asset Managers II, LLC, manager of Tresha-MOB LLC, the Debtor estimated assets and liabilities of $10 million to $50 million. Eric Terry Law, PLLC, is the Debtor's counsel. TRIDENT CRATING: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Trident Crating & Services Inc., according to a notice filed on April 3. About Trident Crating & Services Trident Crating & Services, Inc., is a manufacturer of wood containers and pallets. Established in 1982, Trident Crating specializes in export preparation of non-perishable items. It offers third-party logistics, distribution and warehousing, skidding hood boxing, military packing, vacuum packing, container loading, flat rack loading, securing and shipping of any size project. Trident Crating & Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-30907) on Feb. 19, 2019. At the time of the filing, the Debtor disclosed $166,300 in assets and $1,649,760 in liabilities. The case is assigned to Judge Jeffrey P. Norman. The Debtor hired the Law Office of Margaret M. McClure as its legal counsel. U & J CAFE: $140K Sale of Large Portion of Resto Assets Partly OK'd ------------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized in part U & J Cafe, LLC, doing business as Mortar & Pestle, doing business as Mortar & Pestle Cafe, to sell a large portion of its assets to Florida Ave Ent, LLC for $140,000. The Debtor will be authorized to execute any documents necessary under Addendum 1 to the Lease Agreement attached to the Notice of Filing with the caveat that Florida Ave Ent, LLC ("FAE") will only lease the collateral secured by the liens of Synovus Bank and Seacoast Bank. At the conclusion of the lease term, FAE may purchase the Leased Collateral from the Debtor by tendering to Synovus Bank and Seacoast Bank the outstanding balances, if any, on the Debtor's secured obligations to Synovus Bank and Seacoast Bank. Tendering said payment does not eliminate any obligations FAE may have to the Debtor under the Addendum. Synovus Bank and Seacoast Bank will have the right to inspect the Leased Collateral upon reasonable notice to the Debtor. The Debtor will tender $15,000 to Navitas Credit Corp. at Navitas Credit Corp., 201 Executive Center Dr, Suite 100, Columbia, SC 29210 within 10 days of entry of the Order. Navitas will release any lien it may have on the Ventless Exhaust System Giles Enterprises Model No. FSH-6 which the Debtor is either selling or leasing to FAE. The stay will be lifted to allow Navitas to take possession of any remaining collateral secured by its lien. Per agreement, the Debtor will mail the remaining collateral to Navitas at the address listed. The Creditor will retain its right to a damage claim and any action against guarantors. The instant order is effective nunc pro tunc to Feb. 8, 2019, at 5:00 p.m. About U & J Cafe Based in Tampa, Florida, U & J Cafe, LLC, d/b/a Mortar & Pestle, d/b/a Mortar & Pestle Cafe, a restaurant operator, filed a voluntary Chapter 11 Petition (Bankr. M.D. Fla. Case No. 18-04940) on June 14, 2018. It is an affiliate of U & J Realty, LLC, which sought bankruptcy protection on June 1, 2018 (Bankr. M.D. Fla. Case No. 18-04591). In the petition signed by Ujwal Patel, manager, the Debtor disclosed total assets of $119,910 and total liabilities of $2.06 million as of the bankruptcy filing. The Debtor is represented by Buddy D Ford, Esq., at Buddy D. Ford, P.A., in Tampa, Florida. UPLIFT RX: Hires BMC Group as Solicitation Agent ------------------------------------------------ UpLift Rx, LLC and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire BMC Group, Inc. as their solicitation and tabulation agent. The firm will provide these services: a. assist in solicitation, balloting, tabulation and calculation of votes for purposes of plan voting; b. prepare plan-related reports, exhibits and schedules of information; and c. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results. BMC has requested a retainer of $15,000 for its fees and expenses. Tinamarie Feil, president of BMC Group, attests that the firm is a "disinterested person," within the meaning of Section 101(14) of the Bankruptcy Code and does not hold interests adverse to the Debtors or their estates. The firm can be reached through: Tinamarie Feil BMC Group, Inc. 600 1st Avenue, Suite 203 Seattle, WA 98104 Tel: 206-499-2169 Email: tfeil@bmcgroup.com About Uplift RX, LLC Uplift Rx, LLC is a Texas Limited Liability Company formed in June 2016. It operates pharmacy located in Houston, Texas. Uplift Rx, along with other affiliated entities together make up the Alliance Healthcare family, a group of privately held companies headquartered in South Jordan, Utah. The Alliance network consists of 20 pharmacies across the country, including three pharmacies in Texas. Since 2006, the Alliance Healthcare companies have been working to improve the well-being of those with chronic health conditions such as diabetes. Uplift Rx, LLC and its debtor affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-32186) on April 7 and 8, 2017. The petitions were signed by Jeffrey C. Smith, chief executive officer. At the time of the filing, the Debtors estimated assets of less than $1 million and liabilities of $50 million to $100 million. The cases are assigned to Judge Marvin Isgur. The Debtors tapped Baker & Hostetler LLP as legal counsel. On May 3, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Fox Rothschild LLP as its legal counsel. Ronald L. Glass was appointed as the Debtors' Chapter 11 trustee. The trustee hired BakerHostetler LLP as his legal counsel, and GlassRatner Advisory & Capital Group LLC as his financial advisor. VAQUERIA ORTIZ: Seeks to Hire Homel Justiniano as Attorney ---------------------------------------------------------- Vaqueria Ortiz Rodriguez, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Homel Mercado Justiniano as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. examine documents of the Debtor and other necessary information to prepare its schedules of assets and liabilities and statement of financial affairs; b. prepare the disclosure statement, plan of reorganization, records and reports; c. prepare applications and proposed orders to be submitted to the court; d. identify and prosecute claims and causes of action; e. examine proofs of claim and file objection to certain claims; f. advise the Debtor and prepare documents in connection with the ongoing operation of its business; g. advise the Debtor and prepare documents in connection with the liquidation of the estate's assets; and h. assist and advise the Debtor concerning the discharge of its duties. Homel Mercado will be paid at hourly rates: Homel Mercado Justiniano, Esq. $250 Associates $125 Paralegal $50 Homel Mercado received from the Debtor the sum of $2,500 for services to be rendered in connection with the litigation of all related matters in the case. Homel Mercado Justiniano, Esq., assured the court that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Homel Mercado may be reached at: Homel A. Mercado-Justiniano, Esq. Calle Ramirez Silva, Esq. Ensanche Martinez, Esq. Homel Mercado Justiniano Mayaguez, PR 00680-4714 Tel: (787) 831-2577/ 805-2945 Faz: (787) 805-7350 Cel: (787) 364-3188 Email: hmjlaw2@gmail.com About Vaqueria Ortiz Rodriguez, Inc. Vaqueria Ortiz Rodriguez, Inc. is a privately held company that operates in the dairy cattle and milk production industry. Vaqueria Ortiz Rodriguez sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 19-01386) on March 14, 2019. It previously sought bankruptcy protection (Bankr. D. P.R. Case No. 16-00063) on Jan. 11, 2016. In the petition signed by Carlos Horacio Ortiz Colon, president, the Debtor estimated $1,674,040 in assets and $3,686,701 in liabilities. Homel Mercado Justiniano, Esq. is the Debtor's counsel. The case is assigned to Judge Enrique S. Lamoutte Inclan. VEREIT INC: Fitch Affirms Preferred Stock at 'BB', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the ratings of VEREIT (NYSE: VER), including the Long-Term Issuer Default Rating (IDR) at 'BBB-'. VER's ratings are based on the company's solid credit metrics for the ratings category, strong management team, well-diversified portfolio of predominantly single-tenant, net leased assets that generate consistent cash flow growth and the company's good access to capital. Fitch expects asset quality to continue to improve as a result of VER's capital repositioning strategy of reducing restaurant and office exposures and flat-lease assets, and increasing exposure to industrial and retail net leased assets. VER's strengths are balanced by potential negative implications of ongoing litigation against the company, the extent and timeline of which are uncertain. Negative momentum for the ratings and/or Outlook could result if Fitch expects leverage to exceed 7.0x, which could be driven by a debt-funded settlement, deterioration in property-level fundamentals, changes in capital allocation strategies or changes, if any, to the company's post-legal settlement financial policies or a combination thereof. KEY RATING DRIVERS Strong Credit Profile: Since mid-2015 VER has focused on deleveraging and maintaining strong fixed charge coverage as part of management's push towards improving the company's credit profile. VER's leverage (net debt to recurring operating EBITDA) was 5.7x for the annualized quarter ended Dec. 31, 2018, down from 8.2x for the year ended Dec. 31, 2014 (VER's leverage increases to approximately 6x after removing non-cash, straight-line revenues, which is consistent with how the company states leverage). Additionally, fixed charge coverage (FCC) was 3.0x for the year ended Dec. 31, 2018. When including 50% of the company's preferred stock as debt, leverage increases by approximately 0.5x, which remains strong for the 'BBB-' rating. Absent a large legal settlement resulting from ongoing litigation against the company, Fitch expects leverage in the 5.5x-6.0x range and FCC in the 3.0x range over its forecast horizon. Capital Repositioning Improves Asset Quality: Fitch assumes annual same property NOI growth of 0-1% through 2021. These increases reflect contractual rent escalations, rental renewal rates and occupancy assumptions. VER's quarterly same store rental revenue growth was 0.5% in 2018. After joining VER as CEO in 2015, Glenn Rufrano implemented a portfolio enhancement strategy focused on culling the portfolio of non-core and lower-growth assets, and reducing exposure to restaurant, office and non-controlled joint ventures. The company has since disposed of over $3.7 billion in assets, reducing Red Lobster tenant concentration to 5.5% of revenues in 4Q18 from 11.9% in 2Q15 and office exposure to 19.3% from 22.7%. The company is still pursuing its goals with regard to same store revenue growth, which is held back, in part, due to approximately 20% of the portfolio's assets having flat leases (i.e. having no contractual increases). Fitch expects the portfolio repositioning will continue through 2019 with asset dispositions matching purchases for the year; VER is expected to acquire retail and industrial assets and sell restaurants, office and flat lease assets in 2019. Legacy Legal Issues: VER is currently subject to government investigations and shareholder initiated litigation relating to overstatements of adjusted funds from operations (AFFO) in certain of its 2014 financial statements. As result of the issues surrounding the legal actions, the company transitioned to a new and experienced management team which includes CEO Glenn Rufrano. Fitch has made no assumption regarding the timing, course of litigation or potential settlement amounts. The company could preserve or increase liquidity ahead of any potential payout. In addition, the company has not stated what, if any, changes may be made to the company's financial policies upon final settlement of all outstanding investigations and litigation. As of Feb. 20, 2019, VER has settled claims of shareholders who held shares of common stock and swaps referencing common stock representing approximately 33.5% of VER's outstanding shares of common stock held at the end of the period covered by the various pending shareholder actions for approximately $233 million. Assuming that claims related to the remaining 66.5% of the shareholders participating in the litigation were settled proportionately, VER would be expected to have approximately $460 million in additional settlements (for a total cumulative settlement of approximately $700 million). Fitch estimates a settlement would have to result in VER increasing its outstanding Dec. 31, 2018 debt balance by approximately $1.5 billion to exceed Fitch's existing leverage sensitivity. Government investigations and possible fines add an additional degree of uncertainty. Granular Portfolio: As of Dec. 31, 2018, VER owned a diversified portfolio across 49 states, as well as Puerto Rico comprising approximately 4,000 retail, restaurant, office and industrial real estate properties with an aggregate of 95 million square feet. The portfolio was 98.8% leased, with the majority under triple-net leases to single tenants. VER's largest market, Chicago, represents 4.7% of annual base rents, followed by Dallas (4.1%) and Houston (2.4%). The portfolio is well diversified across industry classifications, and key tenant risk is moderate with the largest tenant (Red Lobster) accounting for 5.5% of revenues at Dec. 31, 2018. The company's portfolio generates predictable cash flows, absent tenant bankruptcies and lease rejections, as evidenced by annual rent bumps on approximately 80% of the portfolio's leases. Since 2011 occupancy has not fallen below 97% and stood at 98.8% as of Dec. 31, 2018. VER's weighted average remaining lease term decreased to 8.9 years as of Dec. 31, 2018 from 9.5 year in 2017, but remains in line with net lease peer averages. Solid Unencumbered Asset Coverage: As of Dec. 31, 2018, VER's unencumbered assets (defined as unencumbered NOI divided by a stressed 9% capitalization rate) covered net unsecured debt by 2.2x, which is good for the 'BBB-' rating. Unencumbered asset coverage has improved from 1.1x in first quarter 2014 (1Q'14). Stable Outlook: The Stable Outlook reflects Fitch's expectation that VER will operate within or below a GAAP leverage metric of 5.5x to 6.0x through the rating horizon and the company will have sufficient liquidity and access to capital to address a potential litigation payout while maintaining investment-grade metrics and sufficient capacity to address any potential tenant credit issues. DERIVATION SUMMARY VER's financial metrics including its leverage ratio of 5.7x for the annualized quarter ended Dec. 31, 2018, unencumbered asset ratio of 2.2x and liquidity coverage ratio of 2.4x compare well to net lease peers in the 'BBB' category. VER's closest peers by asset type - those focusing on a diversity of tenants including retail formats (such as discounters and pharmacies), restaurants and manufacturing tenants include Realty Income 'BBB+/Stable), National Retail Properties (BBB+/Stable) and Spirit Realty (BBB-/ Positive); STORE Capital (BBB/Stable) and EPR Properties (BBB-/Stable) are also net lease peers. VER is in the latter stages of a portfolio refinement which is expected to have a negative impact on earnings through 2019. Similar to its peers, VER's long-term net lease receivables with staggered expirations provide stable revenues. VER is subject to a class action lawsuit stemming from an accounting restatement KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Annual same-store NOI growth of approximately 0-1% through 2021. -- Acquisitions and development equalling dispositions in 2019 and net acquisitions (including development) of $500 million in 2020 and 2021; -- Term loan issuance of $750 million in 2019; -- Unsecured bond issuance of $900 million in 2020 and 2021, with the proceeds used to refinance existing debt and fund acquisitions; -- Cumulative equity issuance of $100 million through 2021; -- Legal expenses (net of insurance proceeds) of $50 million in 2019 and $25 million in 2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action Fitch does not expect any positive near-term momentum for the ratings and/or Outlook given the current litigation risk. In the absence of such risk: -- Fitch's expectation of net debt, excluding preferred stock, to recurring GAAP operating EBITDA sustaining below 6.0x (leverage was 5.7x for the quarter ended Dec. 31, 2018); -- Fitch's expectation of FCC sustaining above 3.0x (FCC was 3.0x for the TTM ended Dec. 31, 2018); -- Fitch's expectation of a 2.5x UA/UD ratio at a 9% stressed cap rate (UA/UD was 2.2x at Dec. 31, 2018); -- Stabilization of the company's operating fundamentals (e.g. sustainable strength or stability in SSNOI results and or corporate earnings growth) Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Fitch's expectation of net debt, excluding preferred stock, to recurring GAAP operating EBITDA sustaining above 7.0x; -- Fitch's expectation of FCC sustaining below 2.5x; -- Settlement and/or costs from ongoing litigation that could pressure the company's financial metrics and or a change in financial policies. LIQUIDITY Good Liquidity: Fitch calculates that VER's liquidity coverage ratio is 2.4x for the period from Jan. 1, 2019 to Dec. 31, 2020. This projected liquidly surplus is principally due to the approximately $1.7 billion of availability on the company's revolver. Fitch defines liquidity coverage as sources of liquidity (unrestricted cash, availability under the credit facility, expected retained cash flows from operating activities after dividend payments) divided by uses of liquidity (debt maturities and recurring capital expenditures), adjusting for known pro forma activities. FULL LIST OF RATING ACTIONS Fitch affirms the following ratings: VEREIT, Inc. -- IDR at 'BBB-'; -- Preferred stock at 'BB'. VEREIT Operating Partnership, L.P.: -- IDR at 'BBB-'. -- Unsecured revolving credit facility at 'BBB-'; -- Senior unsecured term loan at 'BBB-'; -- Senior unsecured notes at 'BBB-'; -- Senior unsecured convertible notes at 'BBB-'. The Rating Outlook is Stable. VERTIV INTERMEDIATE: Moody's Lowers CFR to Caa1, Outlook Still Neg. ------------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Vertiv Intermediate Holding Corporation, including the Corporate Family Rating to Caa1 from B3, the Probability of Default Rating to Caa1-PD from B3-PD, and the PIK global notes due 2022 to Caa3 from Caa2. At Vertiv Group Corporation, Moody's downgraded the senior secured term loan rating to B2 from B1 and the senior unsecured rating to Caa2 from Caa1. The ratings outlook remains negative. RATINGS RATIONALE Vertiv's Caa1 CFR reflects Moody's expectations for a further weakening in the company's financial profile through 2020 owing to expectations for continued negative free cash flow during much of this period, further stressing the company's liquidity position. While the company reported revenue growth and earnings improvement starting in late 2018 with prospects for further growth in 2019 on stronger backlogs, free cash flow continues to be substantially negative due to costs associated with corporate restructuring, investment in working capital and capex, as well as payment of sizeable cash interest on $500 million of holdco notes over this period. Free cash flow at Vertiv Group, which was negative $287 million in 2018, is expected to be approximately breakeven in 2019, at best, for the full year. Moody's believes that this will cause the company to further draw on cash balances and potentially make addition use of its ABL facility throughout the year until the company can restore robust free cash generation, the timing and level of which is uncertain. As such, Moody's believes that the company has just enough liquidity to manage through 2019 under its current operating plan, but cash and ABL reserves may not be adequate to cover any shortfalls to this plan. As well, Moody's notes that a key contributor to persistently negative free cash flow is the $60 million in annual cash interest payments on PIK global notes due 2022. In consideration of a recent history of sizeable distributions, Moody's views this as evidence of a continued aggressive financial policy while the company's liquidity is deteriorating. However, the ratings acknowledge the traction that Vertiv has gained with respect to organic growth and core (i.e. non-restructuring related) operating costs, evidenced by Vertiv's reported revenue growth of 10% in 2018 from prior year levels, along with a solid backlog of over $1.5 billion. Implementation of that backlog however, will likely strain working capital further. The secured term loan rating at B2, at two notches above the CFR, reflects the priority position relative to the unsecured claims and that the term loan debt is secured by substantially all assets. The senior unsecured rating of Caa2 is one notch below the CFR. The PIK notes at Caa3 are issued at the holding company level, without any upstream guarantees. The negative outlook reflects uncertainty as to when Vertiv will achieve good longstanding organic growth and a sustainable cost structure, and effective working capital management, which would position the company for positive free cash flow through 2020. Stemming the trend of negative cash flow will be very important to prevent leverage from worsening and/or pressuring liquidity. Ratings could be downgraded if the company's liquidity deteriorates further, with diminishing cash balances or ABL revolver availability. Expectations for free cash flow to remain substantially negative through 2019, or the inability to reduce restructuring costs materially over this time could also support a lower rating. Ratings upgrades are highly unlikely given the company's liquidity position. However, over the longer term, higher ratings could be considered if positive free cash flow and cash reserves can be restored with robust availability under the ABL facility, with debt to EBITDA maintained below 5.75x. Downgrades: Issuer: Vertiv Group Corporation Senior Secured Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Issuer: Vertiv Intermediate Holding Corporation Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Corporate Family Rating, Downgraded to Caa1 from B3 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD6) from Caa2 (LGD6) Outlook Actions: Issuer: Vertiv Group Corporation Outlook, Remains Negative Issuer: Vertiv Intermediate Holding Corporation Outlook, Remains Negative Vertiv Intermediate Holding Corporation, headquartered in Columbus, Ohio, provides power and thermal management equipment as well as monitoring services used in data centers, communication networks, and commercial and industrial environments. The company is 85% owned by entities of Platinum Equity. Vertiv's revenues were $4.3 billion in 2018. VETERANS HOUSING: Rental Income to Fund Proposed Plan ----------------------------------------------------- Veterans Housing Fund Series 2 LLC filed a first disclosure statement describing its first plan of reorganization. The Debtor was formed on Sept. 15, 2017 for the purpose of acquiring distressed property, and to rent the property to homeless veterans under the VASH Program. The Debtor's current property portfolio consists of one property and all improvements thereto located at 7348 Nautical Stone Court, Las Vegas, Nevada 89149. Holders of Class 3 General Unsecured Claims on the Effective Date will receive 1 payment of $7,150 in their pro rata share. All portions of allowed Class 3 unsecured claims that remain unpaid, and at the conclusion of the single payment required under this Plan will cease 1 month after the Effective Date and will be forever discharged and rendered non-collectable against the Debtor. The Debtor's single Plan Payment under the Plan will be $7,150, which will be made from the member's contribution. On the Effective Date payments to Creditors' in Classes 1 and 3 will be funded from the Debtor's rental income and equity interest holder contributions should the rental income not be sufficient. In addition, the Debtor will utilize all funds remaining in the DIP account post confirmation as a contingency reserve for vacancies, emergency and general repairs, tenant turnover, advertising and for foreseeable increases in property taxes and insurance and income taxes on rental income. A copy of the Disclosure Statement is available at https://tinyurl.com/y3py7nuo from Pacermonitor.com at no charge. About Veterans Housing Fund Series 2 Veterans Housing Fund Series 2 LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 19-11474) on March 14, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge August B. Landis. Hunter Parker, LLC, is the Debtor's counsel. VIZIENT INC: Moody's Rates New $1.6 Billion Credit Facilities 'Ba3' ------------------------------------------------------------------- Moody's Investors Service assigned Ba3 ratings to Vizient, Inc.'s new $500 million Revolving Credit Facility, $600 million Term Loan A, and $500 million Term Loan B. Proceeds from the new credit facilities will be used to refinance some of Vizient's existing indebtedness. There are no changes to the other ratings including the B1 Corporate Family Rating and the B1-PD Probability of Default Rating. The rating outlook remains unchanged at stable. Moody's views the refinancing as credit positive as it will extend the maturities on the senior secured credit facilities, lower Vizient's overall cost of debt and improve Vizient's liquidity by upsizing the revolver. Assignments: Issuer: Vizient, Inc. Senior Secured Revolving Credit Facility due 2024, Assigned Ba3 (LGD3) Senior Secured Term Loan A due 2024, Assigned Ba3 (LGD3) Senior Secured Term loan B due 2026, Assigned Ba3 (LGD3) RATINGS RATIONALE Vizient's B1 Corporate Family Rating reflects the company's moderately high financial leverage of around 4.0x, pricing pressure in the Group Purchasing Organization (GPO) business, and history of debt-funded acquisitions. The rating is supported by the company's solid scale and market presence as the largest GPO in the US, good geographic and customer diversification and very good liquidity profile. The rating is also supported by the company's track record of deleveraging and debt repayment. The company expects to pay down an additional $25 million of debt prior to refinancing, which will further improve leverage. The stable outlook reflects Moody's view that Vizient's solid operating performance will allow the company to further improve leverage and cash flows, but the credit profile will remain constrained by continued pricing pressure in the GPO business. The ratings could be upgraded if Vizient significantly improves its earnings and cash flow and further diversifies the business by growing the healthcare advisory and analytics segments. Specifically, if adjusted debt to EBITDA is sustained below 3.5 times, the ratings could be upgraded. The ratings could be downgraded if earnings decline, liquidity deteriorates, free cash flow becomes negative or the company engages in material debt-financed acquisitions or dividends. If debt to EBITDA is expected to be sustained above 4.5 times, the ratings could be downgraded. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Vizient generates over half of its revenue from its GPO sourcing and administrative fee businesses. The company also provides advisory and analytics services. Vizient's customers range from independent, community-based healthcare organizations to large, integrated hospitals and academic medical centers. The company operates under a participant member ownership structure and has revenue of approximately $1.2 billion. VIZIENT INC: S&P Raises ICR to 'BB-'; Outlook Stable ---------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Vizient Inc. to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P assigned a 'BB-' issue-level rating to the proposed first-lien debt. The recovery rating is '3', indicating the rating agency's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. "We raised the rating because we expect the company to pursue its acquisition strategy but keep leverage below 4.5x. The company's growth and debt reduction has enabled it to reduce leverage. Its ample cash flow enables both actual debt repayment and the capacity to fund modest acquisition activity," S&P said. The rating agency believes that the company will generate more than $200 million in discretionary cash flow, which the company will use for tuck-in acquisitions. "The stable outlook reflects our expectation that the company's revenue will increase at a low- to mid–single-digit percent rate and its EBITDA margin will remain stable or modestly erode. It also reflects our expectation that despite acquisition activity, leverage will remain below 4.5x," S&P said. W RESOURCES: Sabine Buying All Mineral Servitudes for $4.4 Million ------------------------------------------------------------------ W Resources, LLC, asks the U.S. Bankruptcy Court for the Middle District of Louisiana to authorize the sale of all of its right, title, and interest in certain mineral servitudes located in the Louisiana Parishes of Bossier, Caddo, Natchitoches and Red River to Sabine State Bank and Trust Co. for $4,409,302 credit bid plus $15,000 and reasonable attorneys costs and fees in cash, subject to overbid. The Purchaser holds a Multiple Indebtedness Mortgage, Collateral Assignment of Rents and Security Agreement encumbering Mineral Servitudes, and has filed a proof claim (POC No. 1 on the official claims register in the Bankruptcy Case) asserting a secured claim in the amount of $4,409,302. After negotiations as to the price and terms of the sale, the Debtor has entered into the Stalking Horse Agreement with the Purchaser for the purchase and sale of the Mineral Servitudes. The salient terms of the Agreement are: a. The Mineral Servitudes: Certain mineral servitudes located in the Louisiana Parishes of Bossier, Caddo, Natchitoches and Red River, as further described in Exhibits A and A-1 through A-10 to the Stalking Horse Agreement and the Proposed Order. b. Purchaser: Sabine State Bank and Trust Co. c. Purchase Price: $4,409,302 credit bid plus $15,000 and reasonable attorneys costs and fees in cash d. Deposit/Break-up Fee: None e. Bid Procedures: Standard Bid Procedure f. Closing: The sale of the Mineral Servitudes will be closed within 30 days from the entry of the Sale Order. g. Assumed Contacts: Certain related contracts to be specified The Stalking Horse Agreement also provides that the Purchaser will waive the Sabine Claim. In further consideration of the Stalking Horse Agreement, should the Purchaser be the successful purchaser, the Debtor will also release any claims it may have against the Purchaser. The Debtor asks that the Court approves the Sale of the Mineral Servitudes as free and clear on any liens, encumbrances, claims, and interests with any such liens, claims and interests attaching instead to the proceeds of any such Sale. The Sale will produce a fair and reasonable price for the Mineral Servitudes. The value received from Purchaser greatly exceeds the value of the servitudes according to the Dec. 1, 2018 appraisal of Coutret and Associates, Inc. which valued the Mineral Servitudes at $3,564,374. The proposed Sale will now be exposed to the market by solicitation of overbids. Through this process the Debtor is assured of achieving the maximum value for the Mineral Servitudes. The salient terms of the Bidding Procedures are: a. Bid Deadline: At least seven days prior to the scheduled hearing b. Initial Bid: At least $4,459,302, determined as follows: (i) the amount of the original bid (including the credit bid) and $40,000 for the estate (including $15,000 for the estate, plus estimated reasonable attorney fees of the Debtor's counsel), plus (ii) $10,000 minimum initial overbid increment. c. Deposit: 2% of Initial Bid d. Auction: In the event of one or more Overbids (including the Purchaser), the Debtor or the Court may conduct an auction to determine the highest and best bidder. The Debtor asks that from the sale proceeds, the ordinary and reasonable closing costs, including without limitation, any unpaid property taxes and a prorated portion of 2019 property taxes will be paid. The Debtor asks the assumption of certain executory contracts, and the assignment to the Purchaser in association with the purchase of the Mineral Interests. Not later than 14 days prior to the hearing on the Motion, the Debtor will file with the Court the Cure Schedule. Finally, the Debtor asks the Court to waive the 14 days waiting period under Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/W_Resources_393_Sales.pdf The Debtor asks the Court to abrogate the 14-day stay imposed by Fed. R. Bankr. P. 6004(h). 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. WAGGONER CATTLE: Seeks to Hire Hallman & Berry as Accountant ------------------------------------------------------------ Waggoner Cattle LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Hallman & Berry CPA as its accountant. The firm will assist the company and its affiliates in the preparation of tax returns. Julian Berry is the accountant employed with the firm who will be providing the services. Mr. Berry disclosed in a court filing that he has no connection with creditors of the Debtors' bankruptcy estates or other "parties in interest" that have interests adverse to the Debtors. Hallman & Berry can be reached through: Julian Berry Hallman & Berry CPA 2310 Line Avenue Amarillo, TX 79106 Phone: (806) 372-5528 About Waggoner Cattle Waggoner Cattle, LLC and its affiliates are privately-held companies in Dimmitt, Texas, engaged in cattle ranching and farming. Circle W of Dimmitt, Inc., is the operating arm for Waggoner Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger Cattle, LLC, and it is managing the financial affairs of those companies. Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC, and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to 18-20129) simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on April 9, 2018. In the petitions signed by Michael Quint Waggoner, managing member the Debtors estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The cases are assigned to Judge Robert L. Jones. The Debtors tapped Tarbox Law, P.C., as their bankruptcy counsel. WALDEN PALMS: Seeks to Hire Glickstein Laval as Accountant ---------------------------------------------------------- Walden Palms Condominium Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Glickstein Laval Carris, P.A., as accountant to the Debtor. Walden Palms requires Glickstein Laval to: a) prepare the Debtor's federal, and state income tax returned for the year ended December 31, 2018; b) audit the Debtor's financial statements, which comprise of the balance sheet as of December 31, 2018, and the related statements of revenues, expenses, and changes in fund balance and cash flows for the year then-ended, and the related notes to the financial statements; and a) provide additional tax, auditing and/or bookkeeping consultative services, as may be required. Glickstein Laval will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The fees due to Glickstein Laval amounting to $5,975. Glickstein Laval will also be reimbursed for reasonable out-of-pocket expenses incurred. Mary C. Dantuma, a partner at Glickstein Laval Carris, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Glickstein Laval can be reached at: Mary C. Dantuma GLICKSTEIN LAVAL CARRIS, P.A. 220 E. Central Parkway, Suite 1040 Altamonte Springs, FL 32701 Tel: (407) 645-4775 About Walden Palms Condominium Association Walden Palms Condominium Association, Inc., is a nonprofit property management company in Orlando, Florida. Walden Palms Condominium Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07945) on Dec. 24, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case is assigned to Judge Cynthia C. Jackson. The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its bankruptcy counsel; Arias Bosinger PLLC as general association counsel; JD Law Firm; as collections & foreclosure counsel; and Winderweedle, Haines, Ward & Woodman, P.A. as land use counsel. WARRIACH INC: Unsecureds to Get $2,500 Per Month for 60 Months -------------------------------------------------------------- Warriach, Inc., filed a Chapter 11 plan and accompanying disclosure statement. Class 8 Claimants (Allowed Unsecured Claims) are impaired and shall be satisfied as follows: The Debtor shall pay monthly payments to the Unsecured Creditor's Pool in the amount of $2,500 for a period of sixty months commencing on the Effective Date. The Debtor shall distribute the funds in the Unsecured Creditor's Pool on a quarterly basis commencing 90 days after the Effective Date. Class 2 Claimants (Allowed Tax Claim) are impaired and shall be satisfied as follows: The Debtor has Priority Tax Claims to Dallas County for unpaid ad valorem taxes. The ad valorem taxes will be treated as secured claims. Dallas County has filed a Proof of Claim in the amount of $37,381. The Ad Valorem Taxes will receive post-petition pre-confirmation interest at the state statutory rate of 12% per annum and post-confirmation interest at the rate of 12% per annum. The Debtor will pay the Ad Valorem Taxes in monthly payments commencing on the Effective Date. The Ad Valorem Taxes will be paid within 60 months of the Petition Date. The Debtor would show this monthly payment will be approximately $900. Class 3 Claimant (Allowed Priority Claims of the Internal Revenue Service) are impaired. The Allowed Amount of Tax Creditor Claims of the Internal Revenue Service ("IRS") shall be paid out of the continued operations of the business. The Priority Tax Creditor Claims to be the IRS taxes believed to be approximately $1,100. The Priority Claim is based upon alleged unfiled returns. The Debtor is not aware of any unfiled returns and is working to provide the information to the IRS. The IRS Allowed Priority Claims will be paid in full on the Effective Date. Failure of the Debtor to meet the payment obligations set forth in the Plan shall constitute an event of default under the Plan. In addition, upon a default under the Plan, the administrative collection powers and the rights of the IRS shall be reinstated as they existed prior to the filing of the bankruptcy petition, including, but not limited to, the assessment of taxes, the filing of a notice of a Federal (or state) tax lien and the powers of levy, seizure, and sale under the Internal Revenue Code. Class 4 Claimants (Texas Comptroller) are impaired and shall be satisfied as follows: the Texas Comptroller has filed a Proof of Claim asserting a claim for motor vehicle sales and use tax in the total amount of $66,219.60. These taxes are the result of an audit by the Comptroller. The Debtor believes these amount are inaccurate and is in the process to taking the necessary steps to appeal the audit, however, to the extent pre-petition claims of the Comptroller exist, the Debtor shall pay them in full with interest at the rate of 6.5% per annum in equal monthly payments commencing on the Effective Date to provide for full payment within 60 month of the Petition Date. The Debtor would show this monthly payment will be approximately $1,300. Class 5 (Allowed Secured Claim of Comerica Bank) is impaired. The Comerica Bank ("Comerica") debt arises out of a Promissory Note dated July 19, 2007 in the original principal amount of $675,000. The Debtor also executed a Promissory Note in favor of Comerica dated July 19, 2007 in the original principal amount of $ 100,000. The Comerica Notes 1 and 2 are secured by that certain Deed of Trust dated July 19, 2007 securing that certain real property located at 12113 Garland Road, Dallas Texas. The Debtor executed that certain Variable Rate Installment Note in favor of Comerica in the original principal amount of $ 18,475. Comerica has filed a Secured Proof of Claim in the amount of $562, 948. The Comerica Allowed Secured Claim shall be paid with interest at the rate of 5.25% per annum. The Debtor shall make monthly payments of $4,084 month commencing on the Effective Date until the Comerica Allowed Secured Claim is paid in full. Class 6 Claimant (Allowed Secured Claim of SBA) is impaired and shall be satisfied as follows: The Debtor executed that certain Promissory Note in the original amount of $540,000 dated August 10, 2005 to the East Texas Certified Development Corporation ("ETCDC"). The Debtor also executed a Deed of Trust and a Security Agreement to secure the indebtedness. On August 10, 2005, the ETCDC transferred its note, deed of trust and security agreement to the United States Small Business Administration ("SBA"). The SBA has filed a Proof of Claim in the amount of $739, 644.12 and an unsecured claim of $71,975.99, however, pursuant to the Debtor's prior confirmed bankruptcy Plan, the SBA has a secured claim in the amount of $218,317 less any payments make under the prior confirmed Plan. The unsecured claim of the SBA from the prior confirmed plan is $52,878.80. Therefore the SBA shall have an unsecured claim in Class 8 in the amount of $52,878.80 less any payments received under the prior confirmed Plan. The Debtor shall pay the SBA secured claim in 300 equal monthly payments with interest at the rate of 4.83% per annum making the monthly payments $1,254 commencing on the Effective Date. SBA shall retain its liens on the Debtor's Collateral until paid in full under this Plan. Class 7 Claimant (Allowed Secured Claim of Taxease Funding 2016-1, LLC) is impaired and shall be satisfied as follows: The Debtor executed that certain Tax Payment Agreement ("Agreement") dated February 27, 2018 in the original principal amount of $300,941.09 payable to TaxEase Funding 2016-1, LLC ("TaxEase"). The Tax Agreement was secured by that certain Tax Lien Contract dated February 27, 2018 providing TaxEase with security interest in the Debtor's real property located at 12113 Garland Road, Dallas, Texas. Taxease has filed a Proof of Claim in the amount of $292,054.24 ("TaxEase Secured Claim"). The Debtor shall pay the TaxEase Secured Claim in 120 equal monthly payments with interest at the rate of 8.00% per annum commencing on the Effective Date. The Debtor would show this monthly payment will be approximately $3,651. TaxEase shall retain its liens on the Debtor's property until paid in full under this Plan. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Disclosure Statement dated March 28, 2019, is available at http://tinyurl.com/y445ydh5from PacerMonitor.com at no charge. About Warriach Inc. Warriach, Inc., which conducts business under the name USA Auto Sales, Paint and Body, is a privately-held company in the automobile sales and servicing business based in Dallas, Texas. Warriach filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33188), on September 30, 2018. The petition was signed by Ghulam Warriach, president. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor tapped Eric A. Liepins, Esq., of Eric A. Liepins, P.C., as its legal counsel. WAYPOINT LEASING: May 17 Claim Filing Deadline Set -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York set May 17, 2019, at 5:00 p.m. (Eastern Time), as the last date and time for persons or entities to file proofs of claim against Waypoint Leasing Holdings Ltd. and its debtor-affiliates. The Court also set May 24, 2019, at 5:00 p.m. (Eastern Time), as the deadline for governmental units to file their claims against the Debtors. All proofs of claim must be filed at: a) if by first class mail or overnight delivery Waypoint Claims Processing Center c/o KCC 2335 Alaska Avenue El Segundo, California 90245 Tel: (888) 733-1446 b) if delivered by hand U.S. Bankruptcy Court for the Southern District of New York One Bowling Green, Room 614 New York, New York 10004-1408 c) if electronically, at http://kccllc.net/waypointleasing About Waypoint Leasing Waypoint Leasing -- http://waypointleasing.com/-- is a global helicopter leasing company founded in 2013 focused on acquiring and leasing rotary wing aircraft to helicopter operators throughout the world. Though the Debtors lease aircraft to operators in the emergency medical, search and rescue, and utility sectors, the majority of the Debtors' lessees are helicopter service providers servicing the offshore oil and gas industry. The company is headquartered in Limerick, Ireland. Waypoint Leasing Holdings Ltd. and 142 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-13648) on Nov. 25, 2018 to facilitate the sale of the assets to a new owner. The Debtors disclosed $1.62 billion in total assets and $1.23 billion in liabilities as of Oct. 31, 2018. The Honorable Stuart M. Bernstein is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; FTI Consulting, Inc., as financial advisor; Accenture LLP as corporate advisor; and Kurtzman Carson Consultants LLC as claims and administrative agent. WEATHERLY OIL: $12M Sale of Interest in Non-Op Assets Approved -------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized (i) Weatherly Oil & Gas, LLC's sale and assignment of its interest in and to the wells in the Sligo Field, Louisiana currently operated by EnSight IV Energy Partners, LLC and all associated leasehold and other assets used in the operation and/or production thereof, to EnSight for $11,650,000, subject to any adjustments; (ii) the Debtor's Assignment, Conveyance and Bill of Sale; and (iii) the Buyer's option to have the exclusive right to negotiate with Weatherly so as to allow the parties to enter into a mutually agreeable purchase and sale agreement, subject to further Court approval, for the sale of Weatherly's operated oil and gas leases and wells in the Sligo Field in Bossier Parish, Louisiana and all associated assets. The sale is free and clear of all Liens, Claims, and Interests. All such Liens, Claims, and Interests will attach to the proceeds of the Sale of the Non-Op Assets. The Letter Agreement and Assignment are approved, and the Debtor is authorized to take any and all actions necessary or appropriate to consummate the Sale, including the Option. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon entry. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Weatherly_Oil_149_Order.pdf About Weatherly Oil & Gas Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com/ -- is a Fort Worth-based oil and natural gas company primarily focused on exploiting natural resources in the Ark-La-Tex region. Weatherly is operated by an affiliate Weatherly Operating, LLC. Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb. 28, 2019. In the petition signed by Scott Pinsonnault, CRO, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Matthew D. Cavenaugh, Esq., at Jackson Walker LLP, serves as counsel to the Debtor. WEATHERLY OIL: $6.15M Sale of Interest in Texas Assets to BRG OK'd ------------------------------------------------------------------ Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Weatherly Oil & Gas, LLC's (i) Purchase and Sale Letter Agreement with BRG Lone Star, Ltd. in connection with the sale of oil and gas assets for $6.15 million, subject to any adjustments; and (ii) assumption and assignment of certain contracts, including Joint Operating Agreements, associated with the Acquired Assets. The sale is free and clear of all Liens, Claims, and Interests. All such Liens, Claims, and Interests will attach to the proceeds of the Sale. The Debtor is authorized to (i) assume and assign to the Buyer, effective as of the Closing, the Assumed Contracts free and clear of all Liens, Claims, and Interests of any kind or nature whatsoever, other than to the extent provided under the PSA and Assignment, and (ii) execute and deliver to the Buyer such documents or other instruments as the Buyer reasonably deems necessary to assign and transfer the Assumed Contracts to the Buyer. The "XTO Operating Agreements" will mean the three Joint Operating Agreements referenced in Exhibit B attached hereto for which XTO is reflected as the operator, and which includes the following: a. A Joint Operating Agreement ("JOA 1") dated Jan. 15, 2008 relating to Shirey Gas Unit No.1, Houston County, Texas; b. A Joint Operating Agreement ("JOA 2") dated Aug. 1, 2008 relating to the Burran Gas Units 01 (Pettit) and 01 (TP), Houston County, Texas; and c. A Joint Operating Agreement ("JOA 3") dated June 1, 2007 relating to the Overshown Gas Units 01 and 02, Houston County, Texas. Any other term of the Order notwithstanding, to the extent covered thereby, the Acquired Assets are sold and transferred to BRG subject to the XTO Operating Agreements, including without limitation all lien rights and rights of offset or recoupment pursuant to the XTO Operating Agreements. The "Effective Time" of the sale is 7:00 a.m. on Dec. 1, 2018. As of the Effective Time, BRG, as the purchaser, will be deemed to have: (a) accepted the Acquired Assets subject to the XTO Operating Agreements, to the extent applicable, and (b) to have assumed the obligation for the performance of all of Debtors’ obligations pursuant to each of the XTO Operating Agreements. The ad valorem taxes for tax year 2019 pertaining to the Acquired Assets will become the responsibility of the Buyer and the 2019 ad valorem tax liens will be retained against the Acquired Assets until said taxes, including any penalties and interest that may accrue, are paid in full. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon entry. A copy of the PSA attached to the Order is available for free at: http://bankrupt.com/misc/Weatherly_Oil_150_Order.pdf About Weatherly Oil & Gas Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com -- is a Fort Worth-based oil and natural gas company primarily focused on exploiting natural resources in the Ark-La-Tex region. Weatherly is operated by an affiliate Weatherly Operating, LLC. Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb. 28, 2019. In the petition signed by Scott Pinsonnault, CRO, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Matthew D. Cavenaugh, Esq., at Jackson Walker LLP, serves as counsel to the Debtor. WESTMORELAND COAL: Tender Offer Disclosed in New WMLP Debtors Plan ------------------------------------------------------------------ Westmoreland Resources GP, LLC Westmoreland Resource Partners, LP Westmoreland Kemmerer, LLC Westmoreland Kemmerer Fee Coal Holdings, LLC Oxford Mining Company, LLC Harrison Resources, LLC Oxford Mining Company-Kentucky, LLC Daron Coal Company, LLC Oxford Conesville, LLC or the WMLP Debtors filed an amended disclosure statement with respect to their joint plan of liquidation. The latest plan discloses that on Feb. 13, 2019, the Debtors commenced a tender offer pursuant to the terms of the Intercompany Settlement in order to reduce the potential tax burden on public holders of interests in the WMLP. Thus, the percentage of ownership of the limited partnership interests in WMLP have changed. The plan also provides that the estimated recovery of Credit Agreement Claimants is 20%-40%. Estimated recovery for this class was not provided in the initial plan. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/y26zhovf from donlinrecano.com at no charge. About Westmoreland Coal Company Based in Englewood, Colorado, Westmoreland Coal Company (otcmkts:WLBA) -- http://www.westmoreland.com/-- is an independent coal company based in the United States. The Company produces and sells thermal coal primarily to investment grade utility customers under long-term, cost-protected contracts. Its focus is primarily on mine locations which allow it to employ dragline surface mining methods and take advantage of close customer proximity through mine-mouth power plants and strategically located rail transportation. At Dec. 31, 2017, the Company's U.S. coal operations were located in Montana, Wyoming, North Dakota, Texas, New Mexico and Ohio, and its Canadian coal operations were located in Alberta and Saskatchewan. The Company sold 49.7 million tons of coal in 2017. Westmoreland Coal reported a net loss applicable to common shareholders of $71.34 million for the year ended Dec. 31, 2017, a net loss applicable to common shareholders of $27.10 million for the year ended Dec. 31, 2016, and a net loss applicable to common stockholders of $213.6 million for the year ended Dec. 31, 2015. As of June 30, 2018, the Company had $1.45 billion in total assets, $2.14 billion in total liabilities and a total deficit of $686.2 million. Westmoreland Coal Company and 36 affiliates filed voluntary Chapter 11 petition (Bankr. S.D. Tex., Case No. 18-35672) on October 9, 2018. The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their legal counsel; Centerview Partners LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; PricewaterhouseCoopers LLP as consultant; and Donlin, Recano & Company, Inc. as notice and claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 19, 2018. The Committee tapped Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel. Judge David Jones of the Bankruptcy Court for the Southern District of Texas on March 2 confirmed the Amended Joint Chapter 11 Plan of Westmoreland Coal Company, et al. Moreover, pursuant to the Confirmation Order, Debtor Westmoreland Mining LLC is renamed to Old Westmoreland Mining LLC effective as of March 8, 2019. WILLOWOOD USA: Committee Taps CKR Law as Lead Counsel ----------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Willowood USA, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Colorado to hire CKR Law LLP as its lead counsel. The firm will advise the committee of its powers and duties under the Bankruptcy Code; investigate the operation of the Debtors' business; represent the committee in its consultations with the Debtors; assist in negotiation concerning asset disposition, financing and formulation of a reorganization plan; and provide other legal services in connection with the Debtors' Chapter 11 cases. The firm's standard hourly rates are: Partners $390 - $850 Associates $225 - $395 Paralegals/Assistants $90 - $195 CKR has agreed to a 10% discount on its hourly fees. David Banker, Esq., at CKR, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David M. Banker, Esq. CKR Law LLP 1330 Avenue of the Americas, 14th Floor New York, NY 10019 Phone: +1 (212) 259-7300 / +1 (212) 259-7305 Email: DBanker@CKRLaw.com About Willowood USA Willowood USA, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-11320) on Feb. 27, 2019. The case is jointly administered with the Chapter 11 case of Willowood USA Holdings, LLC (Bankr. D. Colo. Case No. 19-11079). At the time of the filing, Willowood USA estimated assets of $10 million to $50 million and liabilities of the same range. The case has been assigned to Judge Kimberley H. Tyson. Brownstein Hyatt Farber Schreck, LLP, is the Debtor's legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 12, 2019. WILLOWOOD USA: Committee Taps Kutner Brinen as Co-Counsel --------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Willowood USA, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen, P.C. Kutner Brinen will serve as co-counsel with CKR Law LLP, the committee's lead bankruptcy counsel. The firm's standard hourly rates are: Lee Kutner $550 Jeffrey Brinen $475 Jenny Fujii $380 Keri Riley $320 Maureen Gerardo $200 Paralegal $75 CKR has agreed to a 10% discount on its hourly fees. Lee Kutner, Esq., at Kutner Brinen, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Lee M. Kutner, Esq. Kutner Brinen, P.C. 1660 Lincoln St., Suite 1850 Denver, CO 80264 Phone: (303) 832-2400 Telecopy: (303) 832-1510 Email: lmk@kutnerlaw.com About Willowood USA Willowood USA, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-11320) on Feb. 27, 2019. The case is jointly administered with the Chapter 11 case of Willowood USA Holdings, LLC (Bankr. D. Colo. Case No. 19-11079). At the time of the filing, Willowood USA estimated assets of $10 million to $50 million and liabilities of the same range. The case has been assigned to Judge Kimberley H. Tyson. Brownstein Hyatt Farber Schreck, LLP is the Debtor's legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 12, 2019. WRENCH GROUP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to U.S. heating, ventilation and air conditioning (HVAC) and plumbing service provider Wrench Group LLC, and its 'B' issue-level and '3' recovery ratings to the first-lien facilities (including the delayed-draw commitment). Wrench Group is being acquired by financial sponsor Leonard Green & Partners in a transaction valuing the company at $775 million. The company plans to issue a $45 million senior secured revolving credit facility, a $300 million first-lien term loan (including a $225 million initial first-lien term loan and $75 million first-lien delayed-draw term loan expected to be undrawn at close), and an unrated $75 million second-lien term loan. Wrench Group will use the proceeds from the initial issuance to fund the purchase consideration for the buyout, and it intends to use the eventual proceeds from the delayed-draw term loan to finance future acquisitions. The rating on Wrench Group primarily reflects high leverage and ownership by a financial sponsor, very high geographic concentration in the southern U.S., narrow focus in a competitive and highly fragmented industry, relatively small scale, and low EBITDA margin compared to other rated consumer companies. S&P recognizes that the company has a good position in many of its markets, a track record of strong organic revenue growth, and it provides nondiscretionary services. The stable outlook reflects S&P's expectation that good organic revenue growth, incremental sales from a recent acquisition, and cost control will allow the company to reduce leverage to about 6x by the end of 2019 and improve to the high-5x area in 2020. "We could consider lower ratings if we believe the company will sustain leverage above 7x or EBITDA interest coverage falls to the mid-1x area. This could happen if the company pursues a more aggressive acquisition strategy or if it has difficulty integrating acquired companies while maintaining margins," S&P said. "Higher ratings are unlikely given the company's financial sponsor ownership and our forecast that leverage will remain high as the company continues to pursue acquisitions. However, we would consider higher ratings if the company reduces leverage below 5x and if we believe that the company has committed to a financial policy consistent with maintaining such leverage," S&P said. YEAMAN MACHINE: Hires Three Twenty-One as Business Broker --------------------------------------------------------- Yeaman Machine Technologies, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Three Twenty-One Capital Partners, LLC, as business broker to the Debtor. Yeaman Machine requires Three Twenty-One to sell the assets or securities associated with the Debtor, via an asset sale, merger, sale of equity interest, or any equity investment. Three Twenty-One will be paid as follows: -- A fee of $50,000, plus 10% of the difference between the final transaction value and the transaction value of the Thrive Strategic Holdings' filed stalking horse bid. Three Twenty-One will also be reimbursed for reasonable out-of-pocket expenses incurred. Ervin M. Terwilliger, partner of Three Twenty-One Capital Partners, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Three Twenty-One can be reached at: Ervin M. Terwilliger THREE TWENTY-ONE CAPITAL PARTNERS, LLC 5950 Symphony Woods Rd, Suite 200 Columbia, MD 21044 Tel: (443) 325-5290 About Yeaman Machine Technologies Yeaman Machine Technologies, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 19-05932) on March 6, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Ervin M. Terwilliger, Esq., at Three Twenty-One Capital Partners, LLC. YEAMAN MACHINE: Seeks Authority to Use IRS Cash Collateral ---------------------------------------------------------- Yeaman Machine Technologies, Inc., requests the United States Bankruptcy Court for the Northern District of Illinois to authorize it to use certain cash and cash equivalents that allegedly serves as collateral for claims asserted against it and its property by the United States of America, Internal Revenue Service. Yeaman Machine requires the use of cash collateral to pay the actual, necessary and ordinary expenses to maintain its business, as set forth in the Budget. Specifically, the Debtor will use cash collateral for, among other things, the following purposes: (a) payroll; (b) insurance; (c) utilities; (d) purchase of inventory; and (e) other miscellaneous items needed in the ordinary course of business. The Budget itemizes the Debtor's cash needs during the period March 8 through May 31, 2019. It also proposes a monthly adequate protection payment to the IRS at the rate of $1,800. The Internal Revenue Service asserts tax liens against cash and cash equivalents, including Yeaman Machine's cash and accounts receivable, among other collateral, pursuant to federal tax liens of approximately $111,000. As of the Petition Date, Yeaman Machine held bank accounts totaling approximately $17,000, accounts receivable of approximately $87,000, and inventory including work-in-progress valued at approximately $200,000. Yeaman Machine is in receipt of a letter of intent to purchase its business as a going concern for $175,000 to be incorporated into a contract in the very near future. Yeaman Machine proposes to use cash collateral and provide adequate protection to the IRS upon the following terms and conditions: A. The Debtor will permit the IRS to inspect, upon reasonable notice, and within reasonable business hours, the Debtor's books and records; B. The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; C. The Debtor will, upon reasonable request, make available to the IRS evidence of that which purportedly constitutes their collateral or proceeds; D. The Debtor will properly maintain the collateral and properly manage the collateral; and E. The Debtor will grant replacement liens to the respective Secured Party to the extent of their prepetition liens, and attaching to the same assets of the Debtor in which the Secured Party asserted prepetition liens. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/ilnb19-05932-4.pdf About Yeaman Machine Technologies Yeaman Machine Technologies, Inc., is a manufacturer of packing machines. The company's principal place of business is located at 2150 Touhy Ave., Elk Grove Village, Illinois 60007. Yeaman Machine filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05932) on March 6, 2019. The petition was signed by William Yeaman, president. The case is assigned to Judge Timothy A. Barnes. The Debtor is represented by Lawyer's Name, Law Firm, Address. At the time of filing, the Debtor estimated under $50,000 in assets and $1 million in debt. ********* 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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