/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190417.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C O M P A N Y R E P O R T E R Wednesday, April 17, 2019, Vol. 23, No. 106 Headlines 10 HOMESTEAD: Disclosure Statement Withdrawn 444 EAST 13 LLC: Hires Candace C. Carponter as Special Counsel AAC HOLDINGS: Receives Noncompliance Notice from NYSE ACHAOGEN INC: Case Summary & 20 Largest Unsecured Creditors ACHAOGEN INC: Files Voluntary Chapter 11 Bankruptcy Petition AMERIPRO AUTO GLASS: Hires Johnson and Johnson as Special Counsel AVERY'S USED CARS: Proposes to Sell Assets to Pay Creditors AYTU BIOSCIENCE: Stockholders Elect Six Directors BENTWOOD FARMS: Hires GreerWalker LLP as Financial Advisor BIG DOG II: U.S. Trustee Unable to Appoint Committee BOSS LITHO: Hires Armory Consulting as Financial Advisor BRANDYWINE TRUST: Voluntary Chapter 11 Case Summary BRIDGEHEAD NETWORKS: Hires Charles D. Houlihan as Special Counsel BRIDGEHEAD NETWORKS: Hires Trickey Law Firm as Special Counsel BURKHALTER RIGGING: Hires Shelton Davis as Special Counsel BUZZARD GUARD: SBUZZARD GUARD: Seeks to Hire Lionel E. Giron as Leg BYRD RESTAURANTS-ROYAL: Seeks Authority to Use Cash Collateral CARLOS MIGUELS: Has Authority to Continue Cash Collateral Use CENTRAL PROCESSING: Hires Harmon Partners as Financial Advisor CENTURYLINK INC: Fitch Affirms LT IDR at 'BB', Outlook Stable CLOUD PEAK: Obtains Forbearance from Nomura and PNC Bank CONGREGATION ACHPRETVIA: Taps Perkins Coie as Legal Counsel CORECIVIC INC: Fitch Affirms LT IDR at 'BB+', Outlook Stable CORFISH CREATIVE: Hires Deiches & Ferschmann as Attorney CORNERSTONE VALVE: Seeks to Hire Sartaj Bal as Legal Counsel DAVID HARVEY: Hires Charmoy & Charmoy as Attorney DSN INC: Seeks to Hire Rafool Bourne as Attorney ECOSPHERE TECHNOLOGIES: April 17 Auction of All Assets Set FATE RESTAURANTS: Hires Wadsworth Garber Special Counsel FLORIDA CLEANEX: Seeks Authorization to Use Cash Collateral GMI GROUP INC: Authorized to Use Cash Collateral on Final Basis GOGO INC: Expects $17 Mil. to $20 Mil. Q1 Consolidated Net Loss GOGO INC: Launches $900 Million Senior Secured Notes Offering GOLF VIEW LANE: Hires Pinnacle Estate as Real Estate Broker GREENMINE INC: Voluntary Chapter 11 Case Summary H2O BAGEL: $350K Sale of All Business Assets to Coney Approved HELIOS AND MATHESON: MoviePass Gains Rights to Georgia Film Fund HERBERT GAINS: $2.55M Sale of Los Angeles Residential Property OK'd INPIXON: Signs Exchange Agreement with Iliad Research INTERNATIONAL WIRE: S&P Downgrades ICR to 'B-'; Outlook Negative INVERSIONES CARIBE: Seeks Court Approval to Hire Expert Witness IOTA COMMUNICATIONS: Reports $17.2M Net Loss for Q2 Ended Nov. 30 JAMES MEDICAL: Allowed to Use Cash Collateral on Interim Basis JLT HOLDINGS: $570K Sale of Yorksville Property Approved JONES ENERGY: Case Summary & 20 Largest Unsecured Creditors JONES ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition JOSEPH G. FOUST: $110K Sale of 2013 42QD Tour Winnebago Approved JTJ RESTAURANTS: Seeks Authorization to Use Cash Collateral LANDING AT BRAINTREE: Disclosure Statement Withdrawn LISA CHASE: Trustee's Auction Sale of Personal Property Withdrawn LK BENNETT USA: Gets Authority to Liquidate Inventory MABVAX THERAPEUTICS: May 1 Auction of Substantially All Assets Set MATTRESS PAL: Seeks to Hire Navarro McKown as Legal Counsel N&B MANAGEMENT: Trustee's $36K Sale of Wilkinsburg Property Okayed NANOMECH INC: Case Summary & 20 Largest Unsecured Creditors NEW ENGLAND MOTOR: May 14 T&M Auction of All Equipment Approved NEW ENGLAND MOTOR: T&M Auction of All of NEMF's Equipment Approved NICHOLAS L HUGENTOBLER: Has Final Nod to Use Cash Collateral NOVABAY PHARMACEUTICALS: Receives Noncompliance Notice from NYSE ORCHARD ACADEMY: Seeks to Hire A. Atkins as Appraiser ORTHO-CLINICAL DIAGNOSTICS: S&P Affirms 'B-' ICR; Outlook Stable OXFORD ASSOCIATES: $4.2M Sale of Hudson View Shares to PMT Okayed PEARL CITY GARAGE: Seeks to Hire Merv E. Hilpipre as Auctioneer PHILMAR CARE: Hearing on Trustee's $6M Sale of All Assets Continued PHUNWARE INC: Cuts Workforce by 15% to Reduce Costs PLAYPOWER HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B' ICR PONCE REAL: Taps Lemuel Colon as Special Counsel PULMATRIX INC: Signs Deal with Cipla for Development of Pulmazole QUANTUM CORP: John Fichthorn Added to Board; Two Directors Resign QUORUM HEALTH: James Breedlove Retires as Director RELIABLE GALVANIZING: Proposed Auction of Personal Property Okayed REMLIW INC: Seeks Court Approval to Hire Accountant RUDALEV 2 REFINANCE: Seeks Authorization to Use Cash Collateral SALEM MEDIA: S&P Lowers ICR to 'B-' on Falling Revenues SANCHEZ ENERGY: Names Cameron George as Chief Financial Officer SANDY CREEK ENERGY: S&P Affirms 'B-' Rating on Sr. Sec. Term Loan SANFRED REALTY: Seeks Authorization on Cash Collateral Use SCHULTE PROPERTIES: Bayview Objects to Disclosure Statement SCHULTE PROPERTIES: BNY Objects to Disclosure Statement SOCAL REO: Case Summary & Unsecured Creditor SUNSHINE GROUP: Seeks to Hire FitzGerald Yap as Litigation Counsel T LOFT: Proposed Private Sale of Property Approved T. LOFT LLC: Allowed to Use Cash Collateral Until June 10 TECHNIPLAS LLC: S&P Cuts ICR to 'CCC+' on Elevated Refinancing Risk TONY3CARS LLC: CRF Files Supplemental Objection to Plan Outline TOP REHAB: DOJ Watchdog Seeks Ch. 11 Trustee Appointment TRAILSIDE LODGING: Gets Approval to Hire RSG Accounting TREASURE ISLES: Seeks Authorization to Use Cash Collateral TWO DELUNA: U.S. Trustee Unable to Appoint Committee UTOPIX MEDICAL: Case Summary & 14 Unsecured Creditors VALENTIA GLOBAL: Seeks to Hire VMBG Accounting VALENTIA GLOBAL: Taps Samuel A. Rubert, PA as Special Counsel VERSUM MATERIALS: S&P Puts BB+ ICR on Watch Positive on Merck Deal W.E.N.I.M.M LCC: Radius Bank Says No to Cash Collateral Use WASTE SERVICES: Hires Klestadt Winters as Bankruptcy Counsel WASTE SERVICES: Hires Lawrence Kalkstein as Financial Advisor WILKINSON FLOOR: Maricopa County Objects to Plan Confirmation WITTER HARVESTING: Seeks to Hire CPA Tax Solutions as Accountant WITTER HARVESTING: Taps Kelley Fulton as Legal Counsel YUMA ENERGY: Neeraj Mital Resigns as Director [*] Cibik & Cataldo Offers Legal Services to Philadelphia Clients [*] Eric Howe Joins Greenberg Traurig in Minneapolis [*] Kristin Wigness Joins McGuireWoods' New York Office ********* 10 HOMESTEAD: Disclosure Statement Withdrawn -------------------------------------------- A hearing on the adequacy of the disclosure statement explaining the Chapter 11 Plan filed by 10 Homestead Avenue, LLC, was held. Northeast Bank and the U.S. Trustee filed objections. The Debtor withdrew the Disclosure Statement in open Court. About 10 Homestead Avenue 10 Homestead Avenue's principal assets are located at 10 Homestead Avenue Quincy, MA 02169. Landing at Braintree's principal assets are located at Units 125-139B, Commercial Street Braintree, MA 02184. 10 Homestead Avenue, LLC, and its affiliate Landing at Braintree, LLC, filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr. D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the petitions signed by William T. Barry, manager, the Debtors estimated $1 million to $10 million in assets and liabilities. Judge Frank J. Bailey oversees Case No. 18-14158 while the Hon. Christopher J. Panos presides over Case No. 18-14159. The Ann Brennan Law Offices serves as the Debtors' counsel. The Law Office of Lipman & White, is the special counsel. 444 EAST 13 LLC: Hires Candace C. Carponter as Special Counsel -------------------------------------------------------------- 444 East 13 LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ the Law Firm of Candace C. Carponter, as special landlord tenant counsel to the Debtor. 444 East 13 LLC requires Candace C. Carponter to handle any landlord tenant issues that arise out of the operation of the Debtor's business. Candace C. Carponter will be paid at these hourly rates: Attorneys $300 to $350 Paraprofessionals $150 to $225 Candace C. Carponter will be paid a retainer in the amount of $7,500. Candace C. Carponter will also be reimbursed for reasonable out-of-pocket expenses incurred. Candace C. Carponter, a partner at the Law Firm of Candace C. Carponter, 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. Candace C. Carponter can be reached at: Candace C. Carponter, Esq. LAW FIRM OF CANDACE C. CARPONTER 31 Smith Street, 2nd Floor Brooklyn, NY 11201 Tel: (212) 367-9600 About 444 East 13 LLC 444 East 13 LLC owns and operates a residential apartment building located at 444 East 13th Street in the east village neighborhood of Manhattan, New York. The property is valued at $11 million. E. 9th St. Holdings owns and operates a residential apartment building located at 332 East 9th Street in the east village neighborhood of Manhattan, New York, valued at $8.82 million. Meanwhile, E. 10th St. Holdings owns and operates a residential apartment building located at 251 East 10th Street in the east village neighborhood of Manhattan, New York, which is valued at $7.5 million. The properties are encumbered by mortgages to 444 Lender LLC and E. Village Lender LLC (assigned to Metropolitan Commercial Bank). E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23141 to 17-23143) on July 21, 2017. David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager signed the petitions. At the time of the filing, E. 9th St. Holdings disclosed $8,850,000 in total assets and $6,020,000 in total liabilities. E. 10th St. Holdings listed $7,590,000 in total assets and $3,980,000 in total liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets and $8,980,000 in total debt. Judge Robert D. Drain oversees the cases. Robinson Brog Leinwand Greene Genovese & Gluck, P.C., is the Debtors' bankruptcy counsel. Sheldon Lobel PC, is the special zoning counsel. The Law Firm of Candace C. Carponter, as special landlord tenant counsel. On Nov. 17, 2017, E. 9th St. filed its proposed Chapter 11 plan of liquidation and disclosure statement. AAC HOLDINGS: Receives Noncompliance Notice from NYSE ----------------------------------------------------- AAC Holdings, Inc. received a written notice from the New York Stock Exchange on April 9, 2019, indicating that the Company is not in compliance with the NYSE's continued listing requirements under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual as a result of the delay in the filing of its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2018. As previously disclosed on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019, the Company is in the process of making adjustments to certain of its previously issued financial statements and completing the preparation of its financial statements for its fiscal year ended Dec. 31, 2018 for inclusion in its 2018 Form 10-K. The Company is diligently working to finalize its 2018 Form 10-K and expects to do so shortly, although no assurances as to timing may be made. The NYSE has informed the Company that it will monitor the status of the Company's 2018 Form 10-K and related public disclosures for up to a six month period from its due date. If the Company does not file its 2018 Form 10-K within the Extension Period, the NYSE may, in its sole discretion, allow the Company's common stock to trade for up to an additional six months depending upon the Company's specific circumstances. The Notice also states that the NYSE may commence delisting proceedings at any time during the Extension Period or the Additional Extension period, if applicable, if the circumstances warrant. About AAC Holdings Headquartered in Brentwood, Tennessee, AAC Holdings, Inc. -- http://www.americanaddictioncenters.com/-- provides inpatient and outpatient substance use treatment services for individuals with drug and alcohol addiction. In addition to the Company's inpatient and outpatient substance use treatment services, the Company performs drug testing, diagnostic laboratory services, and provides physician services to clients. As of Dec. 31, 2017, the Company operated numerous facilities located throughout the United States, including residential substance abuse treatment facilities, standalone outpatient centers and sober living facilities, that focused on delivering effective clinical care and treatment solutions. AAC Holdings reported a net loss of $25.08 million in 2017, following a net loss of $5.74 million in 2016. As of Sept. 30, 2018, the Company had $506.96 million in total assets, $382.27 million in total liabilities, and $124.69 million in total stockholders' equity including noncontrolling interest. * * * As reported by the TCR, S&P Global Ratings on March 15 announced that it lowered the issuer credit rating on AAC Holdings Inc. to 'CCC' from 'B-' and said the outlook is negative. According to S&P, the downgrade reflects escalated risk of a default and risk that AAC's liquidity will not be sufficient over the next 12 months, primarily due to the $30 million term loan maturing in about one year. Moody's Investors Service downgraded the corporate family rating rating of AAC Holdings, Inc., parent company of American Addiction Centers, Inc., to Caa2 from B3. The downgrade to Caa2 reflects AAC's very weak third quarter results and lower guidance for the rest of 2018, as reported by the TCR on Nov. 16, 2018. ACHAOGEN INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Achaogen, Inc. 1 Tower Place, Suite 400 San Francisco, CA 94080 Business Description: South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Chapter 11 Petition Date: April 15, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 19-10844 Judge: Hon. Brendan Linehan Shannon Debtor's General Bankruptcy Counsel: John Douglas Beck, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY 10022 Tel: 212-918-3076 Fax: 212-918-3100 Email: john.beck@hoganlovells.com - and - Erin N. Brady, Esq. HOGAN LOVELLS US LLP 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Tel: 310-785-4600 Fax: 310-785-4601 Email: enbrady@jonesday.com - and - Christopher R. Bryant, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York City, NY 10022 Tel: 212-918-3000 E-mail: christopher.bryant@hoganlovells.com - and - Richard L. Wynne, Esq. HOGAN LOVELLS US LLP 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Tel: 310-785-4600 Fax: 310-785-4601 E-mail: richard.wynne@hoganlovells.com Debtors' General Bankruptcy Co-Counsel: Derek C. Abbott, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor Wilmington, DE 19801 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: dabbott@mnat.com - and - Paige Noelle Topper, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL 1201 N. Market Street Wilmington, DE 19801 Tel: 302-658-9200 Fax: 302-658-3989 Email: ptopper@mnat.com Debtor's Financial Advisor: MERU, LLC Debtor's Investment Banker: CASSEL SALPETER & CO., LLC Debtor's Notice, Claims & Balloting Agent: KURTZMAN CARSON CONSULTANTS LLC http://www.kccllc.net/achaogen Total Assets as of January 31, 2019: $91,607,000 Total Debt as of January 31, 2019: $119,956,000 The petition was signed by Blake Wise, chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/deb19-10844.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Hovione International Limited Trade Claim $6,610,000 Sete Casas 2674-506 Loures, 2674-506 Portugal Tel: 351 21 982 9000 Fax: 351 21 982 9388 Email: contact@hovione.com 2. Esteve Quimica, SA Trade Claim $2,254,000 Avda. Mare De Deau De Montserrat, 12 Barcelona, 08024 Spain Tel: 34 93 254 4000 Fax: 34 93 254 4001 Email: eqcomercial@eqesteve.com 3. Highpoint Solutions, LLC Trade Claim $1,056,000 301 East Germantown Pike East Norriton, PA 19401 Tel: 610-233-2700 Fax: 610-233-2999 4. Solar Capital Ltd. Trade Claim $1,000,000 500 Park Ave, 3rd Floor New York, NY 10022 Tel: 212-993-1670 Email: info@solarcapltd.com 5. AP3 SF2 CT South LLC Landlord Claim $725,000 One Tower Place, Suite 225 South San Francisco, CA 94080 6. Microgenics Corp Trade Claim $589,000 46360 Fremont Boulevard Fremont, CA 94538-6406 Tel: 510-979-5000 Fax: 510-979-5002 7. Ligand Pharmaceuticals Trade Claim $572,000 5980 Horton Street, Suite 405 Emeryville, CA 94608 8. Good Apple Publishing, LLC Trade Claim $417,000 200 Park Avenue South, Suite 1501 New York, NY 10003 Tel: 646-844-9724 9. Command Central Trade Claim $379,000 230 Park Avenue South New York, NY 10003 Email: janine.kenzel@intramedgroup.com 10. World Courier Inc. Trade Claim $365,000 1300 Morris Drive Chesterbrook, PA 19087-5594 Tel: 516-354-2600 Fax: 516-354-2637 11. Researchtriangle Institute Trade Claim $360,000 3040 Cornwallis Road Research Triangle Park Morrisville, NC 27709-2194 Tel: 919-954-6000 Fax: 919-541-7222 12. Intellisyn Pharma, Inc. Trade Claim $308,000 7171 Frederick-Banting Laboratory 3314 Montreal, QC H4S 1Z9 Canada Email: info@intellisynrd.com 13. ZS Associates, Inc. Trade Claim $276,000 400 South El Camino Real San Mateo, CA 94402 Tel: 650-762-7800 Fax: 847-492-3606 14. Jones Microbiology Institute, Inc. Trade Claim $199,000 345 Beaver Kreek Centre, Suite A North Liberty, IA 52317 Tel: 319-665-3370 Fax: 319-665-3371 Email: info@jmilabs.com 15. Access TCA, Inc. Trade Claim $180,000 1 Main Street Whitinsville, MA 01588 Tel: 508-234-9791 Fax: 508-234-2139 Email: info@accesstca.com 16. Parexel International, LLC Trade Claim $138,000 101-105 Oxford Road The Quays Uxbridge, UB8 1LZ United Kingdom Tel: 781-487-9900 Fax: 781-487-0525 Email: info@parexel.com 17. Savills Studley, Inc. Trade Claim $136,000 150 California Street, 14th Floor San Francisco, CA 94111 Tel: 415-421-5900 18. RevHealth, LLC Trade Claim $135,000 55 Bank Street Moorestown, NJ 07960 Tel: 973-867-6500 Fax: 973-285-7567 19. Flinn & Ferguson, Inc. Trade Claim $124,000 601 Union Street Suite 4900 Seattle, WA 98101 Tel: 206-224-3500 Fax: 206-224-3501 20. Clinical Care Options, LLC Trade Claim $117,000 12001 Sunrise Valley Drive Suite 300 Reston, VA 20191-3404 Tel: 855-224-2241 Fax: 866-691-8321 Email: hr@clinicaloptions.com ACHAOGEN INC: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------------ Achaogen, Inc., a biopharmaceutical company developing and commercializing innovative antibacterial agents to address multi-drug resistant (MDR) gram-negative infections, on April 15 disclosed that it has filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the Court). Achaogen has also filed a motion seeking authorization to pursue an auction and sale process under Section 363 of the U.S. Bankruptcy Code. Achaogen has filed a series of motions with the Court seeking to ensure the continuation of normal operations during this process. Achaogen has the support of its secured lender, Silicon Valley Bank, which has made a $25 million financing commitment to fund the Company's operations through the auction and sale process. The Company believes that this commitment provides it with sufficient liquidity to continue to meet its operational and financial obligations to patients, physicians, suppliers and employees. "The Achaogen Board of Directors and management team have thoroughly assessed our strategic options and financial situation and unanimously agree that this structured sale process represents the best possible solution for the Company," said Blake Wise, CEO of Achaogen. "We continue to believe ZEMDRI(R) (plazomicin) has the potential to be a valuable component of a portfolio of anti-infective or hospital products and an important life-saving medicine for patients." The proposed bidding procedures, if approved by the Court, would allow interested parties to submit binding offers to acquire substantially all of Achaogen's assets, which would be purchased free and clear of the Company's indebtedness and liabilities. Interested parties could include both strategic and financial buyers, for whom substantial due diligence materials are available. The sale process is expected to proceed according to the following timeline: -- Bids expected to be submitted by May 29, 2019 -- Structured auction targeted to commence no later than June 3, 2019 -- Sale intended to be concluded by June 13, 2019 ZEMDRI Highlights -- ZEMDRI was approved by the FDA in June 2018 and launched in the U.S. in July 2018 -- Achaogen has marketing exclusivity for plazomicin in the U.S. with composition of matter patents extending through at least 2031 or 2032 -- ZEMDRI has been granted New Technology Add-on Payment (NTAP) designation from the Centers for Medicare & Medicaid Services (CMS) -- ZEMDRI has been approved for use on 156 hospital formularies and contracts are in place for over 200 physician-owned outpatient infusion centers -- Achaogen has submitted a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA) for potential approval of plazomicin and recently received the Day 120 questions; it expects to reply to the 120 Day questions by May 24, 2019 -- Achaogen has global commercialization rights to plazomicin and is leading an ongoing, active process seeking development and commercialization partners outside of the U.S. Additional information about this process and proposed asset sale, as well as other documents related to the restructuring and reorganization proceedings, is available through Achaogen's claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/Achaogen. Achaogen's legal counsel is Hogan Lovells US LLP and its financial advisors are MERU, LLC and Cassel Salpeter & Co. Cassel Salpeter has been retained, subject to approval of the Court, to manage the sale and auction process. Interested parties should contact Philip Cassel at pcassel@cs-ib.com or James Cassel at jcassel@cs-ib.com for additional information and access to due diligence materials. The Company filed the voluntary Chapter 11 petition in the U.S. Bankruptcy Court for the District of Delaware, Case No. 19-10844. About Achaogen Achaogen -- http://www.achaogen.com/-- is a biopharmaceutical company passionately committed to the development and commercialization of innovative antibacterial treatments for MDR gram negative infections. Achaogen's first commercial product is ZEMDRI, for the treatment of adults with complicated urinary tract infections, including pyelonephritis. The Achaogen ZEMDRI program was funded in part with federal funds from the Biomedical Advanced Research and Development Authority (BARDA). The Company is currently developing C-Scape, an orally administered beta-lactam/beta-lactamase inhibitor combination, which is also supported by BARDA. C-Scape is investigational, has not been determined to be safe or efficacious, and has not been approved for commercialization. AMERIPRO AUTO GLASS: Hires Johnson and Johnson as Special Counsel ----------------------------------------------------------------- Ameripro Auto Glass, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Johnson and Johnson, Attorneys at Law, P.A., as special counsel to the Debtor. Ameripro Auto Glass requires Johnson and Johnson to review the Debtor's 2017 and 2018 taxes. Johnson and Johnson 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. Adam L. Heiden, partner of Johnson and Johnson, Attorneys at Law, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Johnson and Johnson can be reached at: Adam L. Heiden, Esq. JOHNSON AND JOHNSON, ATTORNEYS AT LAW, P.A. 8810 Goodbys Executive Drive, Suite A Jacksonville, FL 32217 Tel: (904) 737-5930 About Ameripro Auto Glass Ameripro Auto Glass, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04358) on Dec. 14, 2018, estimating under $1 million in both assets and liabilities. Jason A. Burgess, Esq. at The Law Offices of Jason A. Burgess, LLC, is the Debtor's counsel. Johnson and Johnson, Attorneys at Law, P.A., is the special counsel. AVERY'S USED CARS: Proposes to Sell Assets to Pay Creditors ----------------------------------------------------------- Avery's Used Cars & Trucks, Inc., filed a Chapter 11 plan and accompanying disclosure statement proposing that all of its sssets will be sold or liquidated to pay creditors. Class 2 - General Unsecured Class are impaired. These Claims total approximately $95,000. The Debtor believes there will be sufficient funds to pay these Claims in full from the funds generated by the Liquidating Trustee. In the event there are not sufficient funds to pay these Claims in full, each unsecured creditor with an Allowed Claim will be paid pro rata from the funds held by the Liquidating Trustee after payment of Administrative Claims, U.S. Trustee fees, priority Tax Claims and the Allowed Claim of Wauchula State Bank. Class 1 - Secured Claim of Wauchula State Bank are impaired. This creditor has a lien on all of the Debtor's Assets. This creditor's Claim is a contingent Claim in the amount of $361,254.55 for a letter of credit which is posted as a bond in state court litigation between the Debtor and Arthur B. Avery, Jr. To the extent that this creditor has an Allowed Claim, the Liquidating Trustee appointed hereunder shall pay that Allowed Claim from the funds generated by the Liquidating Trustee. The amount and date of payment shall be determined by the Liquidating Trustee. Class 3 - Equity Interests in Debtor are impaired. Equity Interests in the Debtor shall be receive nothing in exchange for the cancellation of their interest in the Debtor. However, should the liquidation of Debtor's Assets result in full of all other Classes of Allowed Claims, then the holders of Equity Interests shall receive a Pro Rata Share of said surplus. A full-text copy of the Disclosure Statement dated April 3, 2019, is available at https://tinyurl.com/yylrus6w from PacerMonitor.com at no charge. Attorney for Debtor is Pierce J. Guard, Jr., Esq., in Lakeland, Florida. About Avery's Used Cars & Trucks Inc. Avery's Used Cars & Trucks Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10428) on Dec. 4, 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 has been assigned to Judge Michael G. Williamson. AYTU BIOSCIENCE: Stockholders Elect Six Directors ------------------------------------------------- At the 2019 annual meeting of stockholders of Aytu BioScience, Inc. which was held on April 12, 2019, the stockholders elected Joshua R. Disbrow, Gary V. Cantrell, Carl C. Dockery, John A. Donofrio, Jr., Michael E. Macaluso, and Ketan B. Mehta to the Company's Board of Directors. The "Exchange Agreement Proposal" described in the Company's definitive proxy statement was approved. The ratification of the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2019 was approved. The proposal to adjourn the Annual Meeting, if necessary, to continue to solicit votes for the Exchange Agreement Proposal was also approved. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty pharmaceutical company focused on global commercialization of novel products addressing significant medical needs. The company currently markets Natesto, the only FDA-approved nasal formulation of testosterone for men with hypogonadism, ZolpiMist, an FDA-approved, commercial-stage prescription sleep aid indicated for the short-term treatment of insomnia characterized by difficulties with sleep initiation, and recently acquired Tuzistra XR, the only FDA-approved 12-hour codeine-based antitussive oral suspension. Additionally, Aytu is developing MiOXSYS, a novel, rapid semen analysis system with the potential to become a standard of care for the diagnosis and management of male infertility caused by oxidative stress. MiOXSYS is commercialized outside of the U.S. where it is a CE Marked, Health Canada cleared, Australian TGA approved, Mexican COFEPRAS approved product, and Aytu is planning U.S.-based clinical trials in pursuit of 510k de novo medical device clearance by the FDA. Aytu's strategy is to continue building its portfolio of revenue-generating products, leveraging its focused commercial team and expertise to build leading brands within large, growing markets. Aytu Bioscience reported a net loss of $10.18 million for the year ended June 30, 2018, compared to a net loss of $22.50 million for the year ended June 30, 2017. As of Dec. 31, 2018, Aytu Bioscience had $42.39 million in total assets, $22.50 million in total liabilities, and $19.89 million in total stockholders' equity. EKS&H LLLP, in Denver, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BENTWOOD FARMS: Hires GreerWalker LLP as Financial Advisor ---------------------------------------------------------- Bentwood Farms, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ GreerWalker LLP, as financial advisor to the Debtor. GreerWalker will provide financial advisory services in connection with the Debtors' Chapter 11 cases. The firm's hourly rates are: William A. Barbee $460 Consultants $150 to $500 GreerWalker LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. William A. Barbee, a partner at GreerWalker 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. GreerWalker LLP can be reached at: William A. Barbee GREERWALKER LLP 227 West Trade Street, Suite 1100 Charlotte, NC 28202 Tel: (704) 377-0239 About Bentwood Farms Bentwood Farms, LLC, is a North Carolina limited liability company having a corporate headquarters located at 1101 Circle Drive, Monroe, NC 28110. The Company operates in the crop farming industry. Bentwood Farms filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 18-31823) on Dec. 7, 2018. In the petition signed by Charlie B. Baucom, president, the Debtor estimated less than $50,000 in assets and less than $10 million in liabilities. Judge Craig J. Whitley oversees the case. The Debtor is represented by Moon Wright & Houston, PLLC. GreerWalker LLP, is the financial advisor. BIG DOG II: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Big Dog II, LLC, according to court dockets. About Big Dog II LLC Big Dog II, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-30284) on March 15, 2019. At the time of the filing, the Debtor had estimated assets and liabilities of between $1 million and $10 million. The case has been assigned to Judge Jerry C. Oldshue Jr. Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A. is the Debtor's bankruptcy counsel. BOSS LITHO: Hires Armory Consulting as Financial Advisor -------------------------------------------------------- Boss Litho, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Armory Consulting, Inc., as financial advisor to the Debtor. Boss Litho requires Armory Consulting to: a. guide the Debtor in developing updated projections and key assumptions in connection with the Debtor's amended plan; b. respond to the Court's concern relating to the Debtor's previous projections and historical data as incorporated in the prior Plan and Disclosure Statement iterations; c. assist with the development of an amended plan; d. provide testimony, including deposition testimony, before the Bankruptcy Court on matters within the Firm's expertise and consistent with the Firm's scope of services herein; and e. provide additional services as may be mutually agreed upon in writing between the Debtor and the Firm. Armory Consulting will be paid at these hourly rates: Principals $360 to $450 Consultants $280 to $350 Armory Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. James Wong, a partner at Armory Consulting, 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. Armory Consulting can be reached at: James Wong ARMORY CONSULTING, INC. 3943 Irvine Blvd., Suite 253 Irvine, CA 92602 Tel: (714) 222-5552 E-mail: jwong@armoryconsulting.com About Boss Litho, Inc. Boss Litho, Inc. -- http://bosslitho.com/-- is a printing and packing company located in the City of Industry, California. Boss Litho sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11454) on Feb. 9, 2018. In the petition signed by Jean Paul Nataf, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Sandra R. Klein presides over the case. Kogan Law Firm, APC, is the Debtor's counsel. Armory Consulting, Inc., as financial advisor. BRANDYWINE TRUST: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: The Brandywine Trust Dated August 15, 2015 PO Box 4470 Laguna Beach Laguna Beach, CA 92652 Chapter 11 Petition Date: April 15, 2019 Court: United States Bankruptcy Court Central District of California (Santa Ana) Case No.: 19-11381 Judge: Hon. Scott C. Clarkson Debtor's Counsel: Simon Aron, Esq. WOLF, RIFKIN, SHAPIRO, SCHULMAN & RABKIN LLP 11400 W. Olympic Blvd 9th Floor Los Angeles, CA 90064-1565 Tel: 310-478-4100 Fax: 310-479-1422 E-mail: saron@wrslawyers.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brandywine, LLC, trustee. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-11381.pdf BRIDGEHEAD NETWORKS: Hires Charles D. Houlihan as Special Counsel ----------------------------------------------------------------- Bridgehead Networks, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Offices of Charles D. Houlihan, Jr., as special counsel to the Debtor. Bridgehead Networks requires Charles D. Houlihan to: (1) object to any proof of claim or any amendment thereto filed by or on behalf of Glenn Hegar, the Comptroller of Public Accounts for the State of Texas relating to alleged sales tax owed by the Debtor; (2) represent the Debtor in any state court litigation, federal bankruptcy court litigation, and federal district court litigation against Glenn Hegar, the Comptroller of Public Accounts for the State of Texas relating to alleged sales tax owed by the Debtor; and (3) resolve the Debtor's pending billing issues with Spectrum Cable, Charter Communications, and Time Warner Cable for cable, internet, and telephone services. Charles D. Houlihan will be paid at the hourly rate of $300. Charles D. Houlihan had a claim against the Debtor as of the Petition Date in the amount of $14,501.38. Charles D. Houlihan will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles D. Houlihan, Jr., a partner at the Law Offices of Charles D. Houlihan, Jr., 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. Charles D. Houlihan can be reached at: Charles D. Houlihan, Jr., Esq. LAW OFFICES OF CHARLES D. HOULIHAN, JR. 75 West St. Simsbury, CT 06070 Tel: (860) 658-9668 About Bridgehead Networks Bridgehead Networks -- http://www.bridgeheadnetworks.com-- provides many different managed website hosting solutions, including IT outsourcing and managed services, network assessments and system compliance, security, cloud computing, disaster discovery and business continuity, structured cabling, and data recovery services. The Company is headquarted in San Antonio, Texas. Bridgehead filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-50320) on Feb. 13, 2019. In the petition signed by Harry Nass, president, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Craig A. Gargotta. The Debtor is represented by Kell C. Mercer, PC . The Law Offices of Charles D. Houlihan, Jr., and The Trickey Law Firm, serve as special counsel. BRIDGEHEAD NETWORKS: Hires Trickey Law Firm as Special Counsel -------------------------------------------------------------- Bridgehead Networks, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ The Trickey Law Firm, as special counsel to the Debtor. Bridgehead Networks requires Trickey Law Firm to: (1) object to any proof of claim or any amendment thereto filed by or on behalf of Glenn Hegar, the Comptroller of Public Accounts for the State of Texas relating to alleged sales tax owed by the Debtor; (2) represent the Debtor in any state court litigation, federal bankruptcy court litigation, and federal district court litigation against Glenn Hegar, the Comptroller of Public Accounts for the State of Texas relating to alleged sales tax owed by the Debtor; and (3) resolve the Debtor's pending billing issues with Spectrum Cable, Charter Communications, and Time Warner Cable for cable, internet, and telephone services. Trickey Law Firm will be paid at the hourly rate of $ 165. Trickey Law Firm had a claim against the Debtor as of the Petition Date in the amount of $2,950. Trickey Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy M. Trickey, partner of Trickey Law Firm, 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. Trickery Law Firm can be reached at: Timothy M. Trickey, Esq. TRICKEY LAW FIRM 98 San Jacinto Blvd, Suite 515 Austin, TX 78701 Tel: (512) 206-0569 About Bridgehead Networks Bridgehead Networks -- http://www.bridgeheadnetworks.com/-- provides many different managed website hosting solutions, including IT outsourcing and managed services, network assessments and system compliance, security, cloud computing, disaster discovery and business continuity, structured cabling, and data recovery services. The Company is headquartered in San Antonio, Texas. Bridgehead filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-50320) on Feb. 13, 2019. In the petition signed by Harry Nass, president, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Craig A. Gargotta. The Debtor is represented by Kell C. Mercer, PC. The Law Offices of Charles D. Houlihan, Jr., and The Trickey Law Firm, serve as special counsel. BURKHALTER RIGGING: Hires Shelton Davis as Special Counsel ---------------------------------------------------------- Burkhalter Rigging, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Shelton Davis PLLC, as special counsel to the Debtors. Burkhalter Rigging requires Shelton Davis to: -- assist the Debtors in executing faithfully their duties as debtors in possession and implementing the reorganization of the Debtors' financial affairs; and -- prosecute the BP claim, which is anticipated to involve the handling of BP's pending appeal to the U.S. Circuit Court of Appeals for the Fifth Circuit. Shelton Davis will be paid a contingency fee 25% of the gross recovery awarded to the Client through the BP Settlement. Shelton Davis will also be reimbursed for reasonable out-of-pocket expenses incurred. David Shelton, a partner of Shelton Davis PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Shelton Davis can be reached at: David Shelton, Esq. SHELTON DAVIS PLLC 1223 Jackson Avenue, East, Suite 202 Oxford, MS 38655 Tel: (662) 318-4240 About Burkhalter Rigging Burkhalter Rigging, Inc., Burkhalter Transport, Inc., and Burkhalter Specialized Transport, LLC, each filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos. 19-30495 to 19-30497) on Jan. 31, 2019. In the petition signed by Brooke Burkhalter, president, the Debtor estimated $10 million to $50 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Marvin Isgur. Marcus Alan Helt, Esq., at Foley & Lardner LLP, is the Debtor's bankruptcy counsel; Dacarba LLC, is the chief restructuring officer; and National Transaction Advisors, Inc., is thefinancial advisor and investment banker. Shelton Davis PLLC, is the special counsel. Henry HOBBS Jr., acting U.S. trustee, on Feb. 19, 2019, appointed five creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. BUZZARD GUARD: SBUZZARD GUARD: Seeks to Hire Lionel E. Giron as Leg ------------------------------------------------------------------- Buzzard Guard, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Lionel E. Giron as its legal counsel. The firm will advise the Debtor on matters related to the administration of its bankruptcy estate, represent the Debtor in adversary proceedings, and provide other legal services in connection with its Chapter 11 case. The firm will charge these fees: Lionel Giron, Esq. $350 per hour Associate $250 - $350 per hour Paralegal $150 - $200 per hour Law Clerk $150 - $200 per hour Giron billed the Debtor $5,890 for pre-bankruptcy services and work-related expenses it incurred. The firm does not have any interest adverse to the interest of the Debtor's bankruptcy estate, according to court filings. Giron can be reached through: Lionel E. Giron, Esq. Crystle Jane Lindsey, Esq. Law Offices of Lionel E. Giron 337 N. Vineyard Ave., Suite 100 Ontario, CA 91764 Tel: 909-397-7260 Fax: 909-397-7277 Email: ecf@lglawoffices.com notices@lglawoffice.com About Buzzard Guard Buzzard Guard, LLC, owns a real property located at 401 S. Berkeley Ave., Pasadena, Calif. Buzzard Guard sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12873) on March 16, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Vincent P. Zurzolo presides over the case. BYRD RESTAURANTS-ROYAL: Seeks Authority to Use Cash Collateral -------------------------------------------------------------- Byrd Restaurants-Royal Palm, Inc., requests the U.S. Bankruptcy Court for the Southern District of Florida to allow it to use cash collateral to keep its operation by paying necessary expenses as set forth I the budget. TD Bank has security interests in the Debtor's account receivables. The Debtor believes that TD Bank has a valid and perfected lien on the account receivables. Pursuant to the proposed order, TD Bank will have a replacement lien on and in all property of the Debtor acquired or generated after the Petition Date, but solely to the same extent and priority, and of the same kind and nature, as the property of the Debtor securing the prepetition obligations to TD Bank Capital. The proposed order further provides that the Debtor will provide for the U.S. Trustee fee in the approximate amount of $550 per month. The Debtor will also pay to TD Bank the approximate amount of $7,500 per month. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/flsb19-12991-18.pdf About Byrd Restaurants-Royal Palm Byrd Restaurants-Royal Palm, Inc., owner of a fast food restaurant franchise in Palm Beach County, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-12991) on March 6, 2019. In the petition signed by its president, Jerome Byrd, the Debtor estimated both assets and liabilities of less than $50,000. The Debtor is represented by Brian K. McMahon, Esq. CARLOS MIGUELS: Has Authority to Continue Cash Collateral Use ------------------------------------------------------------- The Hon. Joseph G. Rosania, Jr. of the U.S. Bankruptcy Court for the District of Colorado, at the behest of Carlos Miguel's of Castle Rock, LLC, and its affiliates, has authorized the use of cash collateral pursuant to the budget attached to the Motion. According to court filings, the Debtors sought authority for the continued use of cash collateral for a 6-month period through Sept. 30, 2019. A copy of the Order is available at http://bankrupt.com/misc/cob18-18485-90.pdf About Carlos Miguel's Carlos Miguel's -- http://www.carlosmiguels.com/-- is a restaurant chain in Littleton, Colorado that offers authentic Mexican cuisine like quesadillas, enchilladas, and more. Carlos Miguel's has branches in Castle Rock, Colorado Springs, Highlands Ranch, Littleton, Briargate, Monument and Frisco. On Sept. 28, 2018, Carlos Miguel's of Castle Rock, LLC; Carlos Miguel's of Country Club Corners, LLC; Carlos Miguel's of Frisco, LLC; and Carlos Miguel's of Littleton, LLC, filed voluntary Chapter 11 petitions (Bankr. D. Colo. Case Nos. 18-18485 to 18-18488). The petitions were signed by Luis Miguel Martin, managing member. At the time of filing, Carlos Miguel's of Castle Rock disclosed $33,357 in assets and $184,571 liabilities; Carlos Miguel's of Country Club disclosed $26,396 in assets and $280,865 in liabilities; while Carlos Miguel's of Frisco, LLC, disclosed $26,756 in assets and $304,193 liabilities. The Hon. Elizabeth E. Brown oversees the cases. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as counsel to the Debtors. CENTRAL PROCESSING: Hires Harmon Partners as Financial Advisor -------------------------------------------------------------- Central Processing Services, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Harmon Partners, LLC, as financial advisor to the Debtor. Central Processing requires Harmon Partners to: -- assist in complying with financial reporting requirements of the bankruptcy court and bankruptcy process; -- assist in drafting a disclosure statement; -- assist in developing any plan of reorganization, sale process, or other process; and -- perform other such tasks as are reasonable and necessary as agreed upon by both Applicant and the Debtor. Harmon Partners will be paid at the hourly rate of $350, and the amount of $10,000 per month. Harmon Partners will be paid a retainer in the amount of $15,000. Harmon Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. John Dimovski, partner of Harmon 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. Harmon Partners can be reached at: John Dimovski HARMON PARTNERS, LLC 300 Park St. Birmingham, MI 48009 Tel: (248) 723-7933 About Central Processing Services Central Processing Services, LLC, based in Southfield, MI, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-43217) on March 6, 2019. In the petition signed by Richard T. Cole, authorized member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Maria L. Oxholm oversees the case. John J. Stockdale, Jr., Esq., at Schaefer and Weiner, PLLC, serves as bankruptcy counsel, and Harmon Partners, LLC, is the financial advisor. CENTURYLINK INC: Fitch Affirms LT IDR at 'BB', Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' Long-Term Issuer Default Ratings for CenturyLink, Inc. and its subsidiaries. The Rating Outlook remains Stable. The affirmation primarily reflects CenturyLink's progress in reducing debt and realizing merger synergies following the merger with Level 3 Communications, Inc. in late 2017. Fitch's base case assumptions reflect further debt reductions in the range of $5.4 billion to $6 billion over the next three years as it executes on its debt reduction plans. Within the capital structure, the senior unsecured debt at Level 3 Parent, LLC was upgraded due to progress in realizing merger synergies. In addition, the Recovery Rating of Embarq Corp. was upgraded to 'RR3' from 'RR4' reflecting improved recovery. KEY RATING DRIVERS Dividend Reduction Accelerates Delevering: In February 2019, CenturyLink announced a reduction of approximately 54% in its per-share common stock dividend, reducing the annual amount paid to approximately $1.08 billion from $2.3 billion. The additional FCF of more than $1.2 billion stemming from the reduction will be directed to a faster pace of debt repayment over the next three years than previously expected, leading to a quicker pace of delevering. Company FCF guidance for 2019 indicates post-dividend FCF of just over $2 billion, and over the next three years approximately $2 billion annually is expected to be directed to debt reduction. Lowered Leverage Target: Concurrent with the dividend reduction, CenturyLink announced a lower, and narrower, net target leverage range. Over the next few years, the company is targeting a net debt to adjusted EBITDA leverage range of 2.75x to 3.25x, down from a previous target range of 3.0x to 4.0x. Fitch is encouraged by CenturyLink's revised capital allocation policies and thinks this will better position the company over the long term. New Cost Reductions: CenturyLink achieved its targeted $850 million of run rate synergies arising from the Level 3 merger by the end of 2018, approximately two years sooner than original originally planned. In early 2019, new operational initiatives were set in motion, targeting an annualized $800 million to $1 billion of additional EBITDA-improving initiatives over a three-year period (at a cost of $450 million to $650 million). CenturyLink indicated that these initiatives, combined with the faster pace of debt reduction, will enable it to get within its target range within a three-year time frame. Execution Risk: In Fitch's opinion, the dividend reduction and EBITDA improving initiatives signal support for the credit profile, though the latter is not without execution risk. Fitch believes significant debt reductions are achieveable, but there is some execution risk in achieving the full amount targeted by CenturyLink, as part of the sustained FCF levels will depend on successful execution on EBITDA improvement initiatives. Key Player in Business Services: In an industry where scale is a key factor, CenturyLink is a large player as the second largest operator serving business customers, after AT&T Inc., and modestly larger than the similarly sized Verizon Communications. CenturyLink's network capabilities -- in particular its strong metropolitan network and broad product and service portfolio emphasizing IP-based infrastructure and managed services -- provide the company with a solid base to grow enterprise segment revenues. Secular Challenges Facing Telecoms: In Fitch's view, CenturyLink continues to face secular challenges similar to other wireline operators in the residential portion of its business. Following the acquisition of Level 3, the consumer business has become a much smaller part of the business, and accounted for approximately 23% of revenue in 2018, down from 35% in 2016. Fitch expects the percentage to continue to decline over time given legacy revenue trends and a more targeting investment strategy in the segment. Parent-Subsidiary Relationship: Fitch has linked the Issuer Default Ratings (IDRs) of CenturyLink and Level 3 Parent based on their strong operational and strategic ties. DERIVATION SUMMARY CenturyLink has a relatively strong competitive position based on the scale and size of its operations in the enterprise/business services market. In this market, CenturyLink has a relatively smaller position in terms of revenues relative to AT&T Inc. (A-/Stable Outlook), and is slightly larger than Verizon Communications Inc. (A-/Stable Outlook). All three companies have an advantage with national or multinational companies given their extensive footprints in the U.S. and abroad. CenturyLink also has a larger enterprise business than its wireline peers, Windstream (D) and Frontier Communications Corp. (B/Stable). In comparison with CenturyLink, AT&T and Verizon maintain lower financial leverage, generate higher EBITDA margins and FCF, and have wireless offerings that provide more service diversification. FCF has improved due to the reduction in the dividend and cost synergies. CenturyLink has a higher FCF margin than Windstream or Frontier. Following the acquisition of Level 3, CenturyLink has lower exposure to the secularly challenged residential market compared with its wireline peers, Frontier and Windstream. Within the residential market, incumbent wireline operators face wireless substitution and competition from cable operators with facilities-based triple-play offerings, including Comcast Corp. (A-/Stable Outlook) and Charter Communications Inc. (Fitch rates Charter's indirect subsidiary, CCO Holdings, LLC, BB+/Stable Outlook). Cheaper alternative offerings such as voice over internet protocol (VoIP) and over-the-top (OTT) video services provide additional challenges. Incumbent wireline operators have had modest success with bundling broadband and satellite video service offerings in response to these threats. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Fitch assumes revenues will decline in the low single digits range over the forecast horizon. For 2019, Fitch has assumed a similar pace of decline as the 2.8% pro forma decline in 2018. After 2019 the rate of decline slows as the company continues to exit low margin product and service lines. -- EBITDA margins are expected to be around 40% in 2019, slightly higher than in 2018. Thereafter EBITDA margins improve into the low 40% area as cost initiatives continue. Fitch's assumptions regarding additional cost savings are slightly below the $800 million to $1 billion range targeted by the company. -- Capex is expected to be in line with the company's capex guidance of approximately $3.7 billion for 2019, and remain relatively flat in the forecast period. -- Higher free cash flows resulting from the early 2019 dividend reduction are primarily directed to delevering. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch expects gross leverage (total debt with equity credit/operating EBITDA) to remain at or below 3.0x (FFO net leverage of 3.5x) while consistently generating positive FCF in the mid-single digits. -- Additionally, the company will need to demonstrate consistent EBITDA and free cash flow growth. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A weakening of CenturyLink's operating results, including deteriorating margins and consistent mid-single digit or greater revenue erosion brought on by difficult economic conditions or competitive pressure that the company is unable to offset through cost reductions. -- Discretionary management decisions including, but not limited to, execution of M&A activity that increases gross leverage beyond 4.5x (FFO net leverage of 5.0x) in the absence of a credible deleveraging plan. LIQUIDITY CenturyLink's total debt was $36.4 billion at Dec. 31, 2018 and readily available cash totaled $488 million. To provide liquidity, a $2.168 billion senior secured revolving credit facility is in place, of which there was $550 million drawn on the facility at December 2018. The revolving facility expires in October 2022. In 2019, Fitch expects FCF (cash flow from operations less capex and dividends) to be in the range of $1.8 billion to $2 billion, after taking into consideration costs to achieve additional expense savings. Fitch's assumptions are modestly lower than CenturyLink's guidance of approximately $2.1 billion to $2.3 billion. Fitch expects FCF to be around $2 billion in 2020, as cost savings take hold and some savings are generated by lower interest costs. CenturyLink's secured financing is guaranteed by subsidiaries including Embarq Corp., Qwest Communications International Inc. (QCII), Qwest Capital Funding and by Wildcat HoldCo, LLC (the parent of Level 3 Parent, LLC. The largest regulated subsidiary, Qwest Corp. [QC], does not guarantee CenturyLink's secured facility, nor does Level 3 Parent. The credit facility benefits from a pledge of capital stock of QCII, Qwest Services Corporation, CenturyTel Investments of Texas, Inc., CenturyLink Communications, LLC, CenturyTel Holdings, Inc., and Wildcat Holdco LLC. The secured revolving facility and term loan A limit CenturyLink's debt/EBITDA to no more than 5.0x, which steps down to 4.75x after Nov. 1, 2019. The credit agreement also requires cash interest coverage to be no less than 2.0x, and includes incurrence covenants for Level 3 Parent and QC of 3.75x and 1.9x, respectively. In terms of repayment, CenturyLink is subject to an excess cash flow sweep of 50%, with step downs to 25% and 0% at total leverage (as defined) levels of 3.5x and 3.0x, respectively. The excess cash flow calculation provides credit for voluntary prepayments and certain other investments. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: CenturyLink, Inc. - Long-Term IDR at 'BB'; - Senior secured revolving credit facility at 'BB+'/'RR1'; - Senior secured credit facility at 'BB+'/'RR1'; - Senior unsecured notes at 'BB'/'RR4'. Level 3 Parent, LLC - Long-Term IDR at 'BB'. Level 3 Financing, Inc. - Long-Term IDR at 'BB'; - Senior secured at 'BBB-'/'RR1'; - Senior unsecured at 'BB'/'RR2'. Qwest Communications International Inc. - Long-Term IDR at 'BB'. Qwest Corp. - Long-Term IDR at 'BB'; - Senior unsecured notes at 'BB+'/'RR2'. Qwest Capital Funding, Inc. - Senior unsecured notes at 'BB'/'RR4'. Qwest Services Corp. - Long-Term IDR at 'BB'. Embarq Corp. - Long-Term IDR at 'BB'. Embarq Florida, Inc. - Long-Term IDR at 'BB'; - First mortgage bonds at 'BBB-'/'RR1'. The following security rating is upgraded: Level 3 Parent, LLC - Senior unsecured to 'BB'/'RR3' from 'BB-'/'RR5'. The following rating is affirmed and the Recovery Rating is revised: Embarq Corp. - Senior unsecured notes to 'BB'/'RR3' from 'BB'/RR4'. The following rating is assigned: Qwest Corp. - Senior unsecured 7.375% notes due 2030 at 'BB+'/'RR2'. CLOUD PEAK: Obtains Forbearance from Nomura and PNC Bank -------------------------------------------------------- Cloud Peak Energy Inc., its wholly owned subsidiary Cloud Peak Energy Resources LLC, and Cloud Peak Finance Corp., have enterd into a forbearance agreement with Nomura Corporate Research and Asset Management Inc., dated as of April 15, 2019, which provides that Nomura, an investment advisor for the holders or beneficial owners of a majority (but less than 75%) of the 2024 Notes outstanding, will not enforce any of its rights and remedies available under the 2024 Notes Indenture as a result of the event of default caused by the continued non-payment of interest under the 2024 Notes until the earlier of (i) May 1, 2019 and (ii) two business days following written notice from Nomura of any breach of the 2024 Notes Forbearance Agreement. As disclosed in a Form 8-K filed with the Securities and Exchange Commission, CPE Resources elected not to make an interest payment under its 6.375% senior notes due 2024 of approximately $1.8 million, which was due on March 15, 2019. The indenture governing the 2024 Notes provides a 30-day grace period that extended the latest date for making the interest payment to April 14, 2019 before an event of default would occur under the 2024 Notes Indenture. CPE Resources elected not to make the interest payment by April 14, 2019, and as a result, an event of default has occurred under the 2024 Notes Indenture. This event of default would allow the trustee or the holders of at least 25% of principal amount of the 2024 Notes to accelerate maturity of the principal, plus any accrued and unpaid interest, on the 2024 Notes. In the event of acceleration, the Company does not have adequate liquidity to repay the principal balance. An event of default under the 2024 Notes for failure to pay interest does not result in a default under the 12.00% second lien senior notes due 2021 unless the 2024 Notes are accelerated. An event of default under the 2024 Notes Indenture for failure to pay interest on the 2024 Notes would result in a cross-default under the Company's Accounts Receivable Securitization Program and would permit PNC Bank, National Association, as administrator, to terminate the A/R Securitization Program. On April 12, 2019, the Company entered into an Amended and Restated Forbearance Agreement, by and among Cloud Peak Energy Receivables LLC, CPE Resources and PNC Bank, National Association, as administrator, which amends and restates the Forbearance Agreement originally dated March 14, 2019 and provides that PNC Bank, National Association will not exercise any of its remedies upon a default under the A/R Securitization Program based on (i) the existence of a going concern qualification in the Company's annual audit for fiscal year 2018 or (ii) the event of default under the 2024 Notes Indenture for failure to pay interest on the 2024 Notes. Pursuant to the PNC Forbearance Agreement, the forbearance period terminates on the earlier of (x) May 1, 2019 and (y) the date on which any additional events of default may occur. In addition, CPE Resources has an interest payment obligation under the 2021 Notes of approximately $17.4 million, which is due on May 1, 2019. The indenture governing the 2021 Notes provides a 30-day grace period that extends the latest date for making this interest payment to May 31, 2019, before an event of default occurs under the indenture. If the Company does not make this interest payment by May 31, 2019, an event of default would occur under the indenture governing the 2021 Notes, which would give the trustee or the holders of at least 25% of principal amount of the 2021 Notes the option to accelerate maturity of the principal, plus any accrued and unpaid interest, on the 2021 Notes. An event of default under the 2021 Notes for failure to pay interest would not result in a default under the 2024 Notes unless the 2021 Notes were accelerated. An event of default under the 2021 Notes for failure to pay interest, at the end of the grace period, would result in a cross-default under the Company's A/R Securitization Program and permit the lender to terminate the A/R Securitization Program. According to the Company, in the event of a default and acceleration, it does not have adequate liquidity to repay the principal balance. Retention of Advisors Cloud Peak previously reporated that it has retained Centerview Partners LLC as its investment banker, Vinson & Elkins LLP as its legal advisor, and FTI Consulting, Inc. as its financial advisor to assist it in its review of capital structure and restructuring alternatives. The Company's restructuring evaluation process is continuing. The Company remains actively engaged in discussions with certain of its creditor groups' financial and legal advisors and certain holders of the 2021 Notes regarding potential alternatives, including asset sales, a debt restructuring, or some combination thereof, which transaction or transactions may take place through a court-supervised process under Chapter 11 of the U.S. Bankruptcy Code, and the Company is also in discussions regarding its related financing needs. Although this process remains uncertain and fluid, the Company will need to restructure its balance sheet in order to improve its capital structure, adjust its business to ongoing depressed PRB thermal coal industry conditions, address its significantly reduced liquidity and continue as a going concern. In connection with its review of capital structure and restructuring alternatives, the Company expects its mining operations and reclamation activities to continue in the ordinary course of business. About Cloud Peak Energy Cloud Peak Energy Inc. -- http://www.cloudpeakenergy.com/-- is a coal producer headquartered in Gillette, Wyoming. Cloud Peak Energy mines low sulfur, subbituminous coal and provides logistics supply services. The Company owns and operates three surface coal mines in the Powder River Basin (PRB), the lowest cost major coal producing region in the nation. The Antelope and Cordero Rojo mines are located in Wyoming and the Spring Creek Mine is located in Montana. In 2018, Cloud Peak Energy sold approximately 50 million tons from its three mines to customers located throughout the U.S. and around the world. Cloud Peak Energy also owns rights to substantial undeveloped coal and complementary surface assets in the Northern PRB, further building the Company's long-term position to serve Asian export and domestic customers. Cloud Peak Energy is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak incurred a net loss of $717.96 million in 2018, following a net loss of $6.63 million in 2017. As of Dec. 31, 2018, the Company had $928.7 million in total assets, $634.98 million in total liabilities, and $293.7 million in total equity. PricewaterhouseCoopers LLP, in Denver, Colorado, the Company's auditor since 2008, issued a "going concern" qualification in its report dated March 14, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018 citing that the Company has experienced a reduction in available liquidity that raises substantial doubt about its ability to continue as a going concern. The New York Stock Exchange notified the Securities and Exchange Commission via a Form 25 on April 11, 2019 of its intention to remove the common stock of Cloud Peak Energy Inc. from listing and registration on the Exchange at the opening of business on April 22, 2019, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange. CONGREGATION ACHPRETVIA: Taps Perkins Coie as Legal Counsel ----------------------------------------------------------- Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Perkins Coie LLP as its legal counsel nunc pro tunc to March 26. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) advise the Debtor of its powers and duties in the continued management and operation of its business and property; (b) attend meetings and negotiate with representatives of creditors and other parties in interest; (c) take all necessary actions to protect and preserve the Debtor's estate, including the prosecution or defense of actions in which the Debtor is involved; (d) represent the Debtor in matters related to post-petition financing and the use of cash collateral; (e) advise the Debtor in connection with any potential sale of its assets; (f) consult with the Debtor regarding tax matters; and (g) represent the Debtor in its dealings with the federal, state and local governmental agencies. Perkins Coie will be paid at these hourly rates: Partners $605 - $1,240 Counsel $500 - $1,085 Associates $235 - $835 Paraprofessionals $140 - $465 Schuyler Carroll, Esq., a partner at Perkins Coie, 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 estate. Perkins Coie can be reached at: Schuyler G. Carroll, Esq. Perkins Coie LLP 30 Rockefeller Plaza, 22nd Floor New York, NY 10112-0085 Tel: (212) 262-6900 E-mail: scarroll@perkinscoie.com jvanacore@perkinscoie.com About Congregation Achpretvia Based in Brooklyn, N.Y., Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016. The petition was signed by Harold Friedlander, vice president. Judge Michael E. Wiles presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the Debtor's counsel. Congregation listed total assets of $18 million and total liabilities of $472,502. CORECIVIC INC: Fitch Affirms LT IDR at 'BB+', Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed the ratings of CoreCivic, Inc. (CXW), including its Long-Term Issuer Default Rating at 'BB+'. The Rating Outlook is Stable. CXW's rating reflects strong credit metrics and some operational and geographic diversification. This is offset by a lack of alternative uses for the majority of the company's owned assets, a lack of secured property-level financing to-date (a critical credit factor for equity REITs typically serving as a source of contingent liquidity), and asset concentration. The private prison industry contracts also offer significantly less cash flow stability as state and federal government entities have the ability to cancel agreements at-will. Over the last few years, CXW's revenue growth has been muted due to a number of select large contract losses and renegotiations. Fitch expects that as the company expands its exposure to government-leased administrative properties and back-fills properties vacated by the Bureau of Prisons (BOP) and the State of California with Immigration and Customs Enforcement (ICE) contracts it will see modest EBITDA growth and stable margins over the next several years. KEY RATING DRIVERS Solid Competitive Position: While current social pressures are negative headwinds for the private prison sector, Fitch expects that prison REITs are going to continue to be a necessary part of the federal and state correctional systems. Fitch considers capital burdens and government relationships high entry barriers for other potential competitors. CXW and publicly traded REIT peer The GEO Group, Inc. (GEO) control more than 80% of all private prison bed capacity, with private company Management and Training Corporation the third largest operator. Fitch expects private correctional facilities will continue to be a necessary part of the U.S. federal correctional system while bodies such as ICE and United States Marshals Service (USMS) operate few to none of their own facilities. New public bed capacity has been muted during the past five years, notwithstanding the aging U.S. prison stock and overcrowding, which have selectively led to industry safety concerns. The bureaucracy and budgeting process at the state and federal levels are hurdles to new public supply that continue to benefit private operators, which own newer assets and have solid financial flexibility and capital access. The private sector accounts for approximately 11% of federal inmates held in custody of the BOP and about 18% of the population in custody of the USMS population, not including outsourcing of state and local USMS contracts to private operators, based on the most recent available data for both entities. Private facilities are estimated to operate 60% to 70% of more than 40,000 beds for ICE. This explains why ICE continues to grow as a portion of the overall private sector revenue base as the increased focus on illegal immigration has led to a spike in detainees and an increased need for private detention capacity. Leverage Increases With Portfolio Diversification: CXW's leverage (net debt to recurring operating EBITDA) has increased with the company's recent acquisitions of traditional government-leased office buildings. Due to timing issues, leverage has temporarily risen to 4.4x for the year ended Dec. 31, 2018, from 3.6x from the prior year as the company has financed its acquisitions mostly through secured mortgages. However, when including the full impact of EBITDA contributions from recently acquired properties MRQ annualized leverage at 4Q18 falls to around 4.0x, and Fitch expects the company's leverage to slowly decline to the high-3x range throughout its forecast horizon, in line with the company's blended leverage targets of 3x-4x. CXW has publicly stated its intention to continue diversifying its portfolio through its Community and Properties segments to around 25% of NOI by the end of 2020, which Fitch believes will require further capital outlays. Absent delevering through common equity issuance, which Fitch views as unlikely given the recent decline in the company's stock price, Fitch expects the company will sustain leverage below the 4x range through the forecast period as any newly awarded contracts could be largely offset by expiring contracts and declining revenues from California's out-of-state inmate population. CXW maintains high fixed charge coverage at 4.7x for the year ended Dec. 31, 2018, down from 6.0x a year ago, as the company has secured mortgages to pay for its 2018 acquisitions and has assumed the full debt for its Lansing development in Kansas, which is slated for completion in 2020. Fitch projects that coverage will remain in the high-4x to low-5x range through the rating horizon. Occupancies, Margins Lower but Expected to Stabilize: Average compensated occupancy declined every year from 2007 to 2016 before recovering slightly to 79.6% in 2017 and to 80.7% in 2018. Occupancy has remained well below the company's target range even when factoring in CXW's desire to maintain a certain level of vacancy in order to meet future demand. CXW has lost several contracts in recent years, some by choice, and has been unable to recoup the occupancy losses even as an immigration crackdown has dramatically increased the level of detention by federal agencies under the Department of Homeland Security. Longer-term correctional trends are shifting away from imprisonment of non-violent offenders and toward rehabilitation and re-entry for minor drug offenses and other misdemeanors. Over the past four years, revenues have been consistently in the $1.7 billion-$1.9 billion range and EBITDA margins have been between 22%-24%; diluted AFFO per share growth, a measure of a REITs profitability, is down approximately 15% over the same time period. Fitch expects NOI margins to stabilize at their current levels near 27% after trending lower in recent years, in particular in the safety segment, due to increasing exposure to government-lease administrative properties. No Contingent Liquidity: CXW's correctional real estate holdings provide negligible credit support. There are limited to no alternative uses of prisons, and the properties are often in rural areas. The company has never obtained a mortgage on any of its owned prison properties, exhibiting a lack of contingent liquidity, and there is not a deep property transaction market for this asset class. Fitch would view increased institutional interest in secured lending for owned prisons throughout business cycles as a positive credit characteristic, but Fitch expects that the company will retain access to capital through the unsecured bank, bond and equity markets. Asset Coverage of Debt: While contingent liquidity is lacking for CXW's corrections assets, Fitch acknowledges the inherent value in facilities providing an essential governmental service. Additionally, prisons have a long depreciable life of 50 years with a practical useful life of approximately 75 years and CXW has a relatively young portfolio of prison assets with a weighted average age of approximately 20 years. Given the need for CXW's prison asssets and as a part of the broader prison network and the relative newness of the portfolio relative to the broader system assets, Fitch believes there is inherent value in CXW's prison portfolio. Fitch estimates that the net book value of CXW's active properties (excluding office assets Capital Commerce Center and SSA Baltimore, which have secured mortgages, as well as all idle facilities) covers the company's unsecured debt (net of cash) by 1.9x at Dec. 31, 2018, which supports a higher leverage compared to traditional cash flow generating corporate entities. The company's recent acquisitions of traditional office properties leased to government tenants diversifies revenue; however, as most of those assets are encumbered by mortgages, they provide limited benefit to unsecured bondholders. High Tenant and Asset Concentrations: CXW's government customer base is considered a credit strength but is concentrated as evidenced by the top 10 tenants accounting for 82% of 2018 revenues. Three of the company's top tenants are large federal correctional and detention authorities, which collectively made up 48% of revenues for the year. ICE accounted for 25% of CXW revenues due primarily to the STFRC contract and elevated detention of immigrant populations. The USMS accounted for 17% of revenue, and the BOP accounted for 6% of revenue. Tennessee, Georgia, and California are the three largest state customers and together accounted for 20% of 2018 revenues. Based on Fitch's analysis, the company has significant asset concentrations that represent a credit concern. Secured Credit Facility and Term Loan Notching: Fitch rates the secured credit facility and term loan 'BBB-'/'RR1', one notch above the IDR, as they are effectively senior to the unsecured bonds. CXW's accounts receivable are pledged as collateral and were $270.6 million at Dec. 31, 2018. Equity in the company's domestic operating subsidiaries and 65% of international subsidiaries are also pledged as collateral. The long-term fixed assets are not pledged. DERIVATION SUMMARY The lack of alternative uses and absence of secured debt financeability of CXW's corrections assets results in Fitch analyzing the company more like a traditional cash flow-generating corporate entity, as opposed to an asset-rich equity REIT, despite the tax election. 4x leverage and 4x-5x fixed charge coverage are not sufficient for investment grade ratings even as they are amongst the strongest credit metrics in Fitch's rated U.S. REIT universe. However, Fitch gives credit to the inherent value in facilities providing essential governmental services supporting higher leverage compared to other corporate issuers. Fitch does not view the property type class as conducive to an investment grade IDR absent consistent, through-the-cycle mortgage financing of correctional assets and, to a lesser extent, a liquid acquisition / disposition market. KEY ASSUMPTIONS Fitch's Key Assumptions within the Rating Case for the Issuer: - Slightly positive SSNOI growth in 2019 as contract gains (mainly ICE) slightly outpace losses (California out-of-state program and BOP), thereafter SSNOI growth mostly flat to slightly positive. In addition, ramp-up of acquisitions and developments contribute to overall low single-digit revenue growth through the forecast period. EBITDA margins grow in 2019 slightly due to higher exposure to leased-administration properties with higher margins, thereafter they remain relatively flat. - Fitch assumes $50 million-$75 million in acquisitions annually 2019-2021 as CXW grows its Properties segment, funded primarily by secured mortgages; - Development of its Otay Mesa Detention Center in California ($43 million total cost/$28.7 million cost to completion, completion 2019) and Lansing Correctional Facility in Kansas ($160 million total cost/$101.4 million to completion, completion 2020); - Bond issuance to refinance maturing issues through forecast period; - No equity issuance through the forecast period. RATING SENSITIVITIES Although Fitch views positive rating momentum as unlikely in the near to medium term, developments that may, individually or collectively, lead to positive rating action include: - Mortgage lending activity in the private prison sector; - Increased privatization of the correctional facilities industry; - Fitch's expectation of net debt to recurring operating EBITDA sustaining below 3x; - Commitment and adherence to more conservative financial policies. Developments That May, Individually or Collectively, Lead to Negative Rating Action Include: - Fitch's expectation of net debt to recurring operating EBITDA sustaining above 4x; - Fitch's expectation of REIT fixed charge coverage sustaining below 3x; - Decreasing market share, increased pressure on per diem rates from customers and or profitable contract losses; - Material political decisions negatively affecting the long-term dynamics of the private correctional facilities industry; - Reduced financial flexibility and/or a weakened liquidity profile stemming from a deteriorating capital raising environment. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity Profile: Fitch estimates CXW's sources of liquidity (unrestricted cash, availability under its $800 million secured revolver, undrawn portion of its Kansas Notes, and estimated retained operating cash flows) cover its uses (debt maturities, estimated recurring maintenance capex, and development expenditures) by 1.7x which is strong for the rating. CXW has manageable maturity profile and limited amortization related to its incremental term loan, with no year representing more than 20% of total debt until 2023. Fitch positively viewed the company's willingness to protect its liquidity profile from an unsustainable dividend payout ratio by reducing its quarterly per share dividend payment to 42 cents/share from 54 cents following the renegotiation of the STFRC contract in 4Q16, resulting in an approximate 80% AFFO payout ratio, which is consistent with the broader REIT sector. Excess cash flow supports maintenance capex, prison construction, debt reduction and other general corporate activities. SUMMARY OF FINANCIAL ADJUSTMENTS - Fitch adds back non-cash stock-based compensation to recurring operating EBITDA; - Fitch has adjusted the historical and projected net debt by assuming the issuer requires $15 million of cash for working capital purposes, which is otherwise unavailable to repay debt; - Fitch treats the depreciation and interest expenses associated with the company's STFRC contract as operating expenses and are thus deducted from EBITDA. CORFISH CREATIVE: Hires Deiches & Ferschmann as Attorney -------------------------------------------------------- Corfish Creative, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Jersey to employ Deiches & Ferschmann, as attorney to the Debtor. Corfish Creative requires Deiches & Ferschmann to: -- give legal advice with respect to the Debtor's duties and powers as Debtor and Debtor-in-Possession; -- prepare necessary applications, answers, orders, reports, and other papers; and -- all other legal services which may be necessary. Deiches & Ferschmann will be paid at the hourly rate of $475. Deiches & Ferschmann will be paid a retainer in the amount of $20,000. Deiches & Ferschmann will also be reimbursed for reasonable out-of-pocket expenses incurred. Ira R. Deiches, partner of Deiches & Ferschmann, 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. Deiches & Ferschmann can be reached at: Ira R. Deiches, Esq. DEICHES & FERSCHMANN 25 Wilkins Avenue Haddonfield, NJ 08033 Tel: (856) 428-9696 E-mail: ideiches@deicheslaw.com About Corfish Creative Corfish Creative, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-16756) on April 3, 2019. The Debtor hired Deiches & Ferschmann as attorney. CORNERSTONE VALVE: Seeks to Hire Sartaj Bal as Legal Counsel ------------------------------------------------------------ Cornerstone Valve, LLC, and Well Head Component, Inc., seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Sartaj Bal, PC as their legal counsel nunc pro tunc to the petition date. The firm will advise the Debtors of their powers and duties under the Bankruptcy Code; assist them in the preparation of a bankruptcy plan; and provide other legal services in connection with their Chapter 11 cases. Sartaj Singh Bal, Esq., the firm's attorney who will be handling the cases, will charge an hourly fee of $235. The firm will charge $210 per hour for other attorneys and $85 per hour for paralegals and law clerks. Prior to the petition date, the firm received advance payments of $15,000 from each Debtor. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Sartaj Bal, Esq. Sartaj Bal, PC 5315 Cypress Creek Parkway, #B295 Houston, TX 77069 Phone: (713) 885-6395 Fax: (281) 715-3231 Email: ssb6509@me.com ssb@880mail.com About Cornerstone Valve and Well Head Component Cornerstone Valve LLC -- http://www.cornerstonevalue.com/-- is a manufacturer of fabricated metal products. Well Head Component, Inc., which conducts business under the name Avsco, provides supply chain and project management services. It offers engineering, designing, and manufacturing services, as well as modification and logistics services. Well Head is an international OEM representative and distributor of industrial products for the most requested brands used by energy markets. Headquartered in Houston, Texas, Well Head has an in-country presence in Nigeria, Libya, UAE and most recently in Brazil and Italy. Cornerstone Valve and Well Head sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case Nos. 19-30869 and 19-30870) on February 15, 2019. At the time of the filing, Cornerstone Valve had estimated assets and liabilities of between $1 million and $10 million. Well Head had estimated assets of between $1 million and $10 million and liabilities of less than $1 million. DAVID HARVEY: Hires Charmoy & Charmoy as Attorney ------------------------------------------------- David Harvey Fine Jewelers, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Charmoy & Charmoy, as attorney to the Debtor. David Harvey requires Charmoy & Charmoy to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession in the continued operation of its business; b. prepare, on behalf of the Debtor as debtor-in-possession, disclosure statement, answers, orders, reports, plan and other legal papers; c. perform all other legal services for the Debtor as debtor- in-possession which may be necessary herein, including the preparation and filing of modified plans; and d. examine, advise and secure the necessary consent in and relating to any executor contracts, which may be important to the maintenance of the business of the Debtor. Charmoy & Charmoy will be paid at these hourly rates: Scott Charmoy $375 Sheila Charmoy $450 Paralegals $110 The Debtor paid Charmoy & Charmoy a retainer in the amount of $20,000, of which $10,470.91 has been expended prepetition leaving a balance of $9,529.09. Charmoy & Charmoy will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott M. Charmoy, partner of Charmoy & Charmoy, 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. Charmoy & Charmoy can be reached at: Scott M. Charmoy, Esq. CHARMOY & CHARMOY 243 Tresser Boulevard, 17th Floor Stamford, CT 0901 Tel: (203) 883-6444 Fax: (203) 255-8101 About David Harvey Fine Jewelers David Harvey Fine Jewelers owns and operates jewelry stores that offer timepieces, designer jewelry, engagement rings & wedding bands, and giftware collectables. The Company has locations in Darien and Norwalk, Connecticut. David Harvey Fine Jewelers, LLC, based in Darien, CT, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 19-50385) on March 25, 2019. The petition was signed by Jeffrey Roseman, president, David Harvey Jewelers Inc., sole member. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Scott M. Charmoy, Esq., at Charmoy & Charmoy, serves as bankruptcy counsel. DSN INC: Seeks to Hire Rafool Bourne as Attorney ------------------------------------------------ DSN, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of Illinois to employ Rafool Bourne & Shelby, P.C., as counsel to the Debtor. DSN, Inc., requires Rafool Bourne to: (a) give the Debtor legal advice with respect to its rights, powers and duties as Debtor In Possession in connection with the administration of its bankruptcy estate and the disposition of his property; (b) take such action as may be necessary with respect to claims that may be asserted against the Debtor and property of its estate; (c) prepare applications, motions, complaints, orders and other legal documents as may be necessary in connection with the appropriate administration of this case; (d) represent Debtor with respect to inquiries and negotiations concerning creditors of its estate and property; (e) initiate, defend or otherwise participate on behalf of Debtor in all proceedings before this Court or any other court of competent jurisdiction; and (f) perform any and all other legal services on behalf of Debtor which may be required to aid in the proper administration of its bankruptcy estate. Rafool Bourne will be paid at the hourly rate of $300. Prior to the date of filing the bankruptcy proceedings, the Debtor paid Rafool Bourne a $8,000. Prior to the filing of the bankruptcy petition, the sum of $2,509 was transferred to the Rafool Bourne's account for attorney time prior to the filing of the petition. The balance of $5,491 is being held in it's the firm's trust account. Rafool Bourne will also be reimbursed for reasonable out-of-pocket expenses incurred. Summer A. Bourne, partner of Rafool Bourne & Shelby, P.C., 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. Rafool Bourne can be reached at: Summer A. Bourne, Esq. RAFOOL BOURNE & SHELBY, P.C. 411 Hamilton Blvd., Suite 1600 Peoria, IL 61602 Tel: (309) 673-5535 About DSN, Inc. DSN, Inc., based in Plymouth, IL, filed a Chapter 11 petition (Bankr. D. Ill. Case No. 19-80320) on March 19, 2019. In the petition signed by Dennis Hellyer, president/manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Thomas L. Perkins oversees the case. B. Kip Shelby, Esq., at Rafool Bourne & Shelby, P.C., serves as bankruptcy counsel to the Debtor. ECOSPHERE TECHNOLOGIES: April 17 Auction of All Assets Set ---------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida authorized the bidding procedures of Ecosphere Technologies, Inc., and Sea of Green Systems, Inc., in connection with the sale of substantially all assets utilized in their business operations by auction. The Objection submitted by Secured Creditor Brisben Water Solutions, LLC is sustained. As agreed to by the Debtors and Brisben: (a) Brisben may credit bid any amount up to and including the full amount of its secured claim at the Auction; (b) Brisben is deemed a Qualified Bidder without any contingencies, including the approval of the Debtors, and is not required to post a Deposit; and (c) any credit bid by Brisben for Assets in which it holds a perfected security interest, and which is in a form reasonably similar to the APA, will be deemed a Qualified Bid. The Debtors are authorized to sell the Assets, described below: a. Approved U.S. Patent No’s: 7,699,994, 7,699,988, 7,785,470, 7,943,087, 8,318,027, 8,593,102, 8,721,898, 8,858,064, 8,936,392, 8,906,242, 8,968,577, 8,999,154, 9,034,180, 9,169,146, 9,266,752, 9,403,697; U.S. Patent, when issued, pertaining to Patent Application No. 14/627,874 filed February 20, 2015, relating to pressure rod anode; and U.S. Patent, when issued, pertaining to Patent Application No. 14/950,811 filed November 24, 2015, relating to the Ecos GrowCubeTM; U.S. Patent, when issued, pertaining to Patent Application number 15/602,976 dated 5/23/17. b. All U.S. Patents, when and if issued, for which Debtor, Dennis McGuire, any employees of Debtor or any subsidiaries have applied as of Nov. 3, 2016. c. All reissues, continuations, divisions, continuations in part, renewals, improvements or extension of the foregoing. d. All royalties related to the foregoing. e. The Ecos PowerCube® unit located in Stuart, Florida. f. One completed Ecos GrowCubeTM unit located at 236709 E. Lechelt Road, Kennewick, WA 99337-7545. g. All warranties, increases, parts, renewals, additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, and all of the Debtor's books and records relating to any of the foregoing. h. 25% of the limited liability company interest in Ecosphere Mining, LLC, a Delaware limited liability company. i. 57,232,278 shares of Sea of Green Systems, Inc., a Florida corporation. j. 30.6% of the limited liability company interests in Fidelity National Environmental Solutions, LLC, a Delaware limited liability company. The form of the Asset Purchase Agreement is approved. The salient terms of the Bidding Procedures are: a. Bid Deadline: 5:00 p.m. (ET) April 1, 2019 b. Deposit: $500,000 c. Auction: The Assets will be sold at an auction to take place in the Bankruptcy Court for the Southern District of Florida, 1515 N. Flagler Drive, 8th Floor, Courtroom A, West Palm Beach, FL, 33401 on April 17, 2019, at 10:00 a.m. and will be conducted by the Court. The Court will conduct a hearing to approve the contemplated sale immediately after the conclusion of the Auction. d. Bid Increments: $100,000 e. Sale Hearing: April 17, 2019 at 10:00 a.m. f. Closing: Except as otherwise agreed to by the Sellers and the Buyer, the closing of the sale of the Assets will take place at the law offices of Furr Cohen, P.A., 2255 Glades Rd., Suite 301E, Boca Raton, FL 33431, within five business days of the entry of the Sale Order. g. The Assets will be sold on an "as is" and "where is" basis. h. By agreement of the Debtors and Brisben, Brisben will be able to credit bid up to the amount of $6,903,056, which is the approximate amount of its claim. Brisben's security interests in the Assets will attach to the proceeds of the Sale, if any, and such proceeds will be transferred to Brisben at the closing of the Sale. If Brisben successfully credit bids for the Assets, it will pay $37,500 to the Debtors' bankruptcy estates at the Closing; and if Brisben does not successfully credit bid for the Assets it will pay, by way of a carve-out from Brisben's secured claim, $137,500 to the Debtors' bankruptcy estates at the Closing. A copy of the Bidding Procedures attached to the Motion available for free at: http://bankrupt.com/misc/Ecosphere_Technologies_40_Sales.pdf About Ecosphere Technologies Ecosphere Technologies, Inc., is a technology development and intellectual property licensing company that develops environmental solutions for global water, energy, industrial and agricultural markets. The Company helps industries increase production, reduce costs, and protect the environment through a portfolio of unique, patented technologies: technologies like Ozonix, the Ecos PowerCube and the Ecos GrowCube, which are available for sale, as well as exclusive and nonexclusive licensing opportunities across a wide range of industries and applications throughout the world. The Ecosphere technologies and products are available through multiple brands and subsidiaries that include Sea of Green Systems, Inc., Ecosphere Development Company, LLC and Fidelity National Environmental Solutions, LLC. Ecosphere Technologies, Inc., based in Stuart, FL, and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-25900) on Dec. 21, 2018. In the petitions signed by Dennis McGuire, Sr., chairman and CEO, Ecosphere Technologies disclosed assets of $453,403 and liabilities of $14,476,097, and Green's estimated both assets and liabilities of $10 million to $50 million. The Hon. Mindy A. Mora oversees the cases. Aaron A. Wernick, Esq., at Furr & Cohen, P.A., serves as bankruptcy counsel to the Debtors. FATE RESTAURANTS: Hires Wadsworth Garber Special Counsel -------------------------------------------------------- Fate Restaurants, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, P.C., as special counsel to the Debtor. Fate Restaurants requires Wadsworth Garber to investigate, and if appropriate, pursue avoidance and recovery of transfers made by the Debtor prior to the Petition Date. Wadsworth Garber will be paid at these hourly rates: Attorneys $225 to $425 Paralegals $115 Wadsworth Garber will also be reimbursed for reasonable out-of-pocket expenses incurred. David V. Wadsworth, a partner at Wadsworth Garber Warner Conrardy, 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. Wadsworth Garber can be reached at: David V. Wadsworth, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 E-mail: dwadsworth@wgwc-law.com About Fate Restaurants Fate Restaurants, LLC, d/b/a Fate Brewing Company and d/b/a Fate Ale House & Brewing Company, operates in the restaurants sector. The company was founded in 2012 and is based in Louisville, Colorado. Fate Restaurants filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 18-19570) on Nov. 1, 2018. At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and liabilities. Jeffrey Weinman at Weinman & Associates, P.C., is the Debtor's legal counsel. Wadsworth Garber Warner Conrardy, P.C., is the special counsel. FLORIDA CLEANEX: Seeks Authorization to Use Cash Collateral ----------------------------------------------------------- Florida Cleanex Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral is necessary for an effective reorganization and to avoid harm to the bankruptcy estate and the unsecured creditors. The Debtor needs to be able to pay its regular business expenses, as well as its administrative expenses as they become due, to continue operating as a going concern, and to maintain compliance with the guidelines of the Office of the U.S. Trustee. Kalamata Capital Group, LLC may purport to be a secured creditor of the Debtor by virtue of a Merchant Deposit Agreement, however, the Debtor maintains that Kalamata does not have lien on cash collateral. BizFund, LLC may purport to be a secured creditor of the Debtor by way of a Merchant Cash Advance Agreement, in which BizFund purports to have a security interest in the future receivables of the Debtor. But the Debtor maintains that BizFund does not have lien on cash collateral. Although it is the Debtor's position that Kalamata and BizFund do not have a lien on the cash collateral, the Debtor files this Motion in an abundance of caution requesting authorization of the Court to use Kalamata's and BizFund's cash collateral to the extent these creditors may, in fact, have liens. A copy of the Debtor's Cash Collateral Motion is available at http://bankrupt.com/misc/flsb19-13101-5.pdf About Florida Cleanex Florida Cleanex, Inc., is a privately held company that offers maintenance and complete janitorial services. Florida Cleanex sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-13101) on March 8, 2019. The petition was signed by Luis Loaiza, president. At the time of the filing, the Debtor disclosed $174,078 in assets and $1,175,100 in liabilities. The case is assigned to Judge Raymond B. Ray. Kelley, Fulton & Kaplan, PL, is the Debtor's counsel. GMI GROUP INC: Authorized to Use Cash Collateral on Final Basis --------------------------------------------------------------- U.S. Bankruptcy Judge Paul Baisier has entered a final order authorizing GMI Group, Inc.'s use of cash collateral in the ordinary course of its business solely for the purposes of supporting ongoing working capital needs, to the extent and up to the amounts set forth in the budget, subject to a 10% variance as to each line item. GMI Group will diligently attempt to collect all of its prepetition accounts receivable and all other rights to the payment of money and will cause all such collections remitted by its customers and other account obligors to be promptly delivered to GMI Group's operating accounts or as required by the DIP Financing Order. The Prepetition Lenders may assert the following claims: (a) Expansion Capital Group by virtue of a note in the original amount of $100,000. Ms. Kayla Dang, GMI Group's president and CEO, testified that Expansion Capital has been repaid $70,510 against the initial advance made by this Creditor. (b) Reliable Fast Cash, LLC by virtue of a note in the amount of $150,000. There is apparently a confession of judgment entered in Richmond County, New York, Index No. 153133/2018 in the amount of $177,514. Ms. Dang's testimony indicates that Reliable Fast Cash LLC has been repaid $123,860.96 against the initial advance made by this Creditor. (c) Unique Funding Solutions, LLC by virtue of a note in the amount of $75,000. Ms. Dang's testimony indicates that Unique Funding Source has been repaid $16,755 against the initial advance made by this Creditor. The Prepetition Lenders are granted replacement liens junior to the position of the postpetition DIP Lender pursuant to the DIP Financing Order. Each of these liens will be valid, binding, enforceable and automatically perfected and continuing to the same extent that the prepetition lien held by the respective Prepetition Lender is valid, properly perfected and enforceable, and in will have the same relative priority as the related prepetition lien. Furthermore, the Prepetition Lenders will retain their rights in prepetition collateral FFE to the extent it existed prepetition. A copy of the Final Order is available at http://bankrupt.com/misc/ganb19-52577-39.pdf About GMI Group GMI Group, Inc. -- http://thegmigroup.com/-- is a janitorial service company serving the Southeastern United States. Established in 2005, the Company specializes in corporate sites, multitenant, medical offices, universities, schools, manufacturing plants, federal, state and local agency facilities. GMI Group filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-52577) on Feb. 14, 2019. In the petition signed by CEO Kayla Dang, the Debtor disclosed $791,787 in assets and $1,621,246 in liabilities. Shayna M. Steinfeld, Esq., at Steinfeld & Steinfeld PC, is the Debtor's counsel. Freed Howard LLC, is special counsel to the Debtor. GOGO INC: Expects $17 Mil. to $20 Mil. Q1 Consolidated Net Loss --------------------------------------------------------------- Gogo Inc. issued a press release on April 15, 2019 announcing certain preliminary first quarter 2019 financial results. * Consolidated revenue of $197 million to $200 million * Consolidated net loss of $17 million to $20 million * Adjusted EBITDA of $35 million to $38 million * Net loss and Adjusted EBITDA both include the benefit of approximately $7 million in project-related revenue for an airline customer and $4 million of delayed timing of expense items * Total cash and cash equivalents at March 31, 2019 of approximately $188 million, reflecting $46 million in semi- annual interest payments made by the Company during the quarter "The combination of better than expected Commercial Aviation service revenue and lower than expected overall operating and satcom costs contributed to our much better than expected preliminary Adjusted EBITDA in the first quarter," said Oakleigh Thorne, president and CEO of Gogo. "Our focus on cost management and operational execution continues to drive financial momentum." The Company will release its complete financial results for the first quarter of 2019 before the market opens on May 9, 2019, and will host a conference call with financial analysts the same day at 8:30 a.m. (ET). About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The company designs and sources innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, Illinois with additional facilities in Broomfield, CO and locations across the globe. Gogo reported a net loss of $162.03 million for the year ended Dec. 31, 2018, compared to a net loss of $172.0 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Gogo Inc. had $1.26 billion in total assets, $1.53 billion in total liabilities, and a total stockholders' deficit of $268.8 million. * * * In May 2018, Moody's Investors Service downgraded Gogo Inc.'s (Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'. According to Moody's, Gogo's 'Caa1' CFR reflects its small scale, competitive operating environment, low margins, high leverage (12.9x Moody's adjusted at year end 2017), and the expectation of negative free cash flow into at least 2019 as the company heavily invests in the rollout of in-flight connectivity technology to additional carriers outside the North American market, where it currently benefits from critical mass in the commercial aviation segment and a dominant position in business aviation. As reported by the TCR on May 8, 2018, S&P Global Ratings lowered its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that previously announced equipment issues will weigh on operating and financial performance in 2018, which we expect will have a carry-over effect on the company's growth in 2019. As a result, we believe there could be a liquidity shortfall in the second half of 2019 absent improvements in operating performance and planned cost saving initiatives," S&P said. GOGO INC: Launches $900 Million Senior Secured Notes Offering ------------------------------------------------------------- Gogo Inc. has commenced a private offering of $900 million aggregate principal amount of senior secured notes due 2024 to be issued by its direct wholly owned subsidiary, Gogo Intermediate Holdings LLC, and its indirect wholly owned subsidiary, Gogo Finance Co. Inc. The Notes will be guaranteed on a senior secured basis by Gogo Inc. and all of Holdings LLC's existing and future domestic restricted subsidiaries (other than the Co-Issuer), subject to certain exceptions. The Notes and the related guarantees will be secured by first-priority liens (subject to certain exceptions) on substantially all of the Issuers' and the Guarantors' assets, including pledged equity interests of the Issuers and all of Holdings LLC's existing and future domestic restricted subsidiaries guaranteeing the Notes, except for certain excluded assets and subject to permitted liens. There can be no assurance that the proposed offering of Notes will be completed. The Issuers will use a portion of the net proceeds from the sale of the Notes to redeem all of their outstanding 12.500% senior secured notes due 2022 at a redemption price equal to 100% of the principal amount, plus a make-whole premium and accrued and unpaid interest to (but not including) the redemption date, in accordance with the indenture governing the Secured Notes, to pay related fees and expenses and for general corporate purposes, including the repurchase, retirement or repayment of Gogo's 3.75% Convertible Senior Notes due 2022, in whole or in part, at or prior to maturity. The Notes and the guarantees will be offered in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended. The Notes and the guarantees will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and the guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The company designs and sources innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, Illinois with additional facilities in Broomfield, CO and locations across the globe. Gogo reported a net loss of $162.03 million for the year ended Dec. 31, 2018, compared to a net loss of $172.0 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Gogo Inc. had $1.26 billion in total assets, $1.53 billion in total liabilities, and a total stockholders' deficit of $268.8 million. * * * In May 2018, Moody's Investors Service downgraded Gogo Inc.'s (Gogo) corporate family rating (CFR) to 'Caa1' from 'B3'. According to Moody's, Gogo's 'Caa1' CFR reflects its small scale, competitive operating environment, low margins, high leverage (12.9x Moody's adjusted at year end 2017), and the expectation of negative free cash flow into at least 2019 as the company heavily invests in the rollout of in-flight connectivity technology to additional carriers outside the North American market, where it currently benefits from critical mass in the commercial aviation segment and a dominant position in business aviation. As reported by the TCR on May 8, 2018, S&P Global Ratings lowered its corporate credit rating on Chicago-based Gogo Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that previously announced equipment issues will weigh on operating and financial performance in 2018, which we expect will have a carry-over effect on the company's growth in 2019. As a result, we believe there could be a liquidity shortfall in the second half of 2019 absent improvements in operating performance and planned cost saving initiatives," S&P said. GOLF VIEW LANE: Hires Pinnacle Estate as Real Estate Broker ----------------------------------------------------------- Golf View Lane Limited Partnership seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Pinnacle Estate Properties Inc., as real estate broker to the Debtor. Golf View Lane requires Pinnacle Estate to market and sell the Debtor's real property located at 67800-67884 McCallum Way, Cathedral City CA 92234. Pinnacle Estate will be paid a commission of 4.5% of the gross sales price. Gary Keshishyan, partner of Pinnacle Estate Properties 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. Pinnacle Estate can be reached at: Gary Keshishyan PINNACLE ESTATE PROPERTIES INC. 24025 Park Sorrento, Suite 110 Calabasas, CA 91302 Tel: (818) 444-8300 Fax: (818) 444-8399 About Golf View Lane LP Golf View Lane Limited Partnership is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 67800-67884 McCallum Way, Cathedral City, California. Golf View Lane Limited Partnership filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10291) on Feb. 22, 2019. At the time of the filing, the Debtor disclosed $2,023,024 in total assets and $2,986,432 in total liabilities. The Law Offices of Joseph G. McCarthy represents the Debtor as counsel. GREENMINE INC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Greenmine, Inc. 4785 Fulton Industrial Blvd Atlanta, GA 30336 Business Description: Headquartered in Atlanta, Georgia, Greenmine, Inc. provides remediation and other waste management services. Chapter 11 Petition Date: April 12, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 19-55810 Debtor's Counsel: William J. Boone, Esq. JAMES-BATES-BRANNAN-GROOVER-LLP 3399 Peachtree Road, Suite 1700 Atlanta, GA 30326 Tel: (404) 997-6020 Fax: (404) 997-6021 E-mail: bboone@jamesbatesllp.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gerard Farmer, general manager/VP of operations. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb19-55810.pdf H2O BAGEL: $350K Sale of All Business Assets to Coney Approved -------------------------------------------------------------- Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized H2O Bagel No. 2, LLC's private sale of substantially all business assets to Coney Island Bagel and Deli, LLC for $350,000. A hearing on the Motion was held on April 4, 2019. The sale is free and clear of all liens, claims, interests, claims, and encumbrances. The Lease described in the Motion is assigned to the Buyer on an interim basis subject to the terms set forth in the Order. As to the personal financial statement that the principal of the Buyer, Louis Rosenwein, supplied to Paradise Bank, Paradise Bank shall, subject to the execution of a mutually-acceptable confidentiality agreement, immediately transmit such personal financial statement to Miami Retail 1, LLC. Mr. Rosenwein, has expressly consented to the transmission of such personal financial statement by Paradise Bank to Miami Retail. Miami Retail has until 5:00 p.m. (EDT) on April 12, 2019 in which to renew its objection to the Motion on the grounds of a lack of adequate assurance of future performance. If no such renewed objection is filed, then the Motion, including the contract, sale and assignment that the Debtor is requesting approval of thereunder, will be deemed granted and approved on a final basis without any further order of the Court, and the parties will be immediately authorized to take all actions set forth in the Contract of Sale of All Business Assets notwithstanding Federal Rule of Bankruptcy Procedure 6004(h). If Miami Retail a timely objection pursuant to Paragraph 8 of the Order, the Court will hold a further hearing on the Motion on April, 18, 2019 at 10:30 a.m. (EDT). About H2O Bagel No. 2 H2O Bagel No. 2, LLC, is a specialty store retailer in Boca Raton, Florida. H2O Bagel No. 2 and its affiliate The Original Brooklyn Store, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 18-17542 and 18-17544) on June 22, 2018. H2O Bagel Parkland filed a Chapter 11 petition on July 9, 2018. All three cases are jointly administered under Case No. 18-17542. At the time of the filing, H2O Bagel No. 2 estimated assets of less than $50,000 and liabilities of $10 million. The Debtor tapped Philip Landau, Esq., and the law firm of Shraiberg, Landau & Page, P.A. as its general bankruptcy counsel. The Office of the U.S. Trustee advised the Court on Aug. 28, 2018, that until further notice, it will not appoint a committee of creditors in the Debtors' cases. HELIOS AND MATHESON: MoviePass Gains Rights to Georgia Film Fund ---------------------------------------------------------------- MoviePass Films LLC entered into an Assignment Agreement on March 27, 2019, with Emmett Furla Oasis Films, LLC, Emmett Furla Films Holdings, LLC, and Georgia Film Fund 63, LLC. Helios and Matheson Analytics Inc. owns 51% of the limited liability company membership interests of MoviePass Films, and EFO owns 49% of the limited liability company membership interests of MoviePass Films. Randall Emmett and George Furla, who own controlling interests in EFO and EFF Holdings, serve as co-chief executive officers and as members of the board of managers of MoviePass Films. Prior to the closing of the transactions under the Assignment Agreement, Georgia Film Fund 63 was a wholly owned subsidiary of EFF Holdings. Pursuant to the Assignment Agreement, on April 1, 2019, the Assignor assigned to MoviePass Films, effective as of March 27, 2019, (i) all of the Assignor's right, title and interest in and to Georgia Film Fund 63 and (ii) all of Georgia Film Fund 63's assets, primarily consisting of Georgia Film Fund 63's rights in and to the film "Escape Plan 3", starring Sylvester Stallone and Dave Bautista, and certain revenues, proceeds and entitlements set forth in distribution agreements related to the film. In exchange, MoviePass Films paid to EFO an aggregate purchase price of $1,050,000, of which approximately $247,240 was used to pay outstanding amounts owed by EFO to third party vendors in connection with the film. Georgia Film Fund 63's rights in and to the film and its associated revenues are subject to certain domestic and foreign distribution agreements entered into between Georgia Film Fund 63 and various film distributors in the applicable territories, and that certain Collection Account Management Agreement by and among the producers, lenders, investors, guilds, sales agents, distributors and other beneficiaries in connection with the film. As a condition precedent to the closing of the transactions under the Assignment Agreement, the CAMA was amended to provide that Georgia Film Fund 63 is entitled to be paid, subject to the terms and conditions in the CAMA, (i) $1,382,000 of the EFO Indebtedness (as defined in the CAMA) and (ii) the balance of all Collected Gross Receipts (as defined in the CAMA) after all other Beneficiaries (as defined in the CAMA) have collected their respective shares on a pari passu basis. About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- currently owns approximately 92% of the outstanding shares (excluding options and warrants) of MoviePass Inc., a premier movie-theater subscription service, 100% of the outstanding membership interests in MoviePass Ventures LLC and 51% of the outstanding membership interests in MoviePass Films LLC. Helios's holdings also include Zone Technologies, Inc., creator of RedZone Map, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. Helios is headquartered in New York, NY. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. The Company's amended balance sheet at Sept. 30, 2018, showed $134.30 million in total assets, $68.86 million in total liabilities, and $65.44 million in total stockholders' equity. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. HERBERT GAINS: $2.55M Sale of Los Angeles Residential Property OK'd ------------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized Herbert W. Gains and Beth A. Gains to sell their residential real property located at 3031 Tiffany Circle, Los Angeles, California to David Tabibian and Shereen E. Tabibian for $2.55 million. A hearing on the Motion was held on April 10, 2019 at 10:00 a.m. The proposed Overbid Procedures, including the proposed Break-Up Fee, though none will be paid, are approved. Provided there is no stay pending appeal of the Sale Order, upon the entry of the Sale Order, (a) the sale of the Property free and clear of any and all Interests to the Buyer for the Purchase Price of $2.55 million pursuant to the Purchase Agreement is approved, and (b) the Debtors and the Buyers are authorized to take any and all actions reasonably necessary to consummate the sale of the Property pursuant to the Purchase Agreement and the Sale Order. The 14-day stay period set forth in FRBP 6004(h) is waived to enable the sale of the Property to close as quickly as possible. On the Closing Date, the Debtors and the escrow company are authorized to pay the following amounts from the Sale Proceeds: (a) the 4% commission totaling $102,000 on a sale of the Property for $2.55 million that will be owed to Coldwell pursuant to the Court-approved terms of Coldwell's employment, as Coldwell is representing both the Debtors and the Buyers; (b) any other customary escrow closing fees and charges; (c) any pre-closing real property taxes secured by the Property allocated to the Debtors in the estimated amount of $16,288; (d) the alleged claim of USB secured by a second priority deed of trust in the alleged approximate amount of $2,214,596 based on the proof of claim filed by USB and a payoff quote provided by USB; (e) the alleged claim of PNC secured by a third priority deed of trust in the alleged approximate amount of $146,991 based on the claim scheduled by the Debtors with no proof of claim having been filed; and (f) the alleged claim of the FTB secured by a fourth priority tax lien in the alleged approximate amount of $209,642 based on the proof of claim filed by the FTB. Counsel for Debtors: Martin J. Brill, Esq. Todd M. Arnold, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: mjb@lnbyb.com tma@lnbyb.com Herbert W. Gains and Beth A. Gains sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 2:18-bk-22155-BB) on Oct. 16, 2018. INPIXON: Signs Exchange Agreement with Iliad Research ----------------------------------------------------- Inpixon and Iliad Research and Trading, L.P., a holder of an outstanding promissory note amounting to $2,689,868 as of April 10, 2019, entered into an exchange agreement on April 10, 2019, pursuant to which the Company and the Note Holder agreed to (i) partition a new promissory note in the form of the Original Note in the original principal amount equal to $500,000 and then cause the Outstanding Balance to be reduced by the Exchange Amount; and (ii) exchange the Partitioned Note for the delivery of 626,566 shares of the Company's common stock, par value $0.001 per share, at an effective price per Exchange Share equal to $0.798. The Exchange Shares will be delivered to the Note Holder at the closing of the Exchange, which is expected to occur on or around April 12, 2019. Inpixon previously sold and issued to the Lender a Promissory Note in the original principal amount of $2,520,000 pursuant to that certain Note Purchase Agreement dated Oct. 12, 2018 by and between Lender and Borrower, as amended. As of April 12, 2019, the Company has issued and outstanding (i) 8,847,299 shares of Common Stock, which includes the issuance of the Exchange Shares, (ii) 1 share of Series 4 Convertible Preferred Stock which is convertible into 202 shares of Common Stock, (iii) 421 shares of Series 5 Convertible Preferred Stock which are convertible into approximately 126,427 shares of Common Stock (subject to rounding for fractional shares), and (iv) warrants to purchase up to 210,300 shares of common stock issued on January 15, 2019 in connection with the Company’s rights offering, exercisable at $3.33 per share. A full-text copy of the Exchange Agreement is available from the SEC's website at https://is.gd/fS8ac7. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $24.56 million for the year ended Dec. 31, 2018 compared to a net loss of $35.03 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $12.17 million in total assets, $7.37 million in total liabilities, and $4.80 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INTERNATIONAL WIRE: S&P Downgrades ICR to 'B-'; Outlook Negative ---------------------------------------------------------------- S&P Global Ratings downgraded U.S.-based wire producer International Wire Group Holdings Inc. (IWG) to 'B-' from 'B' and removed all of its ratings on the company from CreditWatch, where S&P placed them with negative implications on Mar. 12, 2019. At the same time, S&P lowered its issue-level rating on its senior secured notes to 'B-' from 'B'. The '3' recovery rating remains unchanged. The downgrade reflects the increased refinancing risk associated with the company's large upcoming maturities due in August 2021 and an expectation of sustained weak operating performance and cash flow generation, stemming largely from weaker end-market demand, in particular in the automotive sector, and high competition. The negative outlook reflects the heightened refinancing risk associated with IWG's upcoming maturities should the transaction not close, while also taking into account the poor market conditions and S&P's expectation of weak cash flow generation. S&P expects adjusted debt to EBITDA of about 6x, with neutral to slightly negative adjusted FOCF to debt and EBITDA interest coverage of about 1.5x this year. "We could lower the rating in the next 12 months if the acquisition by Atlas Holdings is delayed meaningfully or does not close, resulting in our view that the company's capital structure is unsustainable. This could occur if we view the company not being able to repay or refinance the bonds. At the 'CCC+' rating, we would view the company as vulnerable and dependent upon favorable business, financial, and economic conditions to meet its financial commitments," S&P said. "We could revise the outlook to stable in the coming months if Atlas Holdings closes the transaction and, more importantly, puts in place a new capital structure removing the 2021 maturities and the associated refinancing risk. For a favorable rating action, we would also expect adjusted debt to EBITDA in the range of 5x-6x and adjusted EBITDA interest coverage of 2x and positive FOCF," S&P said. INVERSIONES CARIBE: Seeks Court Approval to Hire Expert Witness --------------------------------------------------------------- Inversiones Caribe Delta, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to hire an expert witness. The Debtor proposes to employ Jose Diaz Crespo, a certified public accountant employed with Dage Consulting, CPA's, PSC, to provide testimonies at the hearing to consider its motion to use cash collateral scheduled for April 24. Mr. Crespo will be paid $150 per hour. Mr. Crespo, CPA assures the court that he and his support staff are "disinterested persons" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jose Diaz Crespo, CPA Dage Consulting, CPA's, PSC 340 Industrial Victor Fernadez, Suite 201B San Juan, PR 00926 Phone: (787) 594-1882 Email: jdiaz@dageconsulting.com About Inversiones Caribe Inversiones Caribe owns a parcel of land in Dorado, Puerto Rico, which is valued at $6 million, and a commercial property in Ponce, Puerto Rico, which is valued at $1.4 million. Inversiones Caribe Delta filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-00388) on Jan. 29, 2019. In the petition signed by Carlos F. Muratti, president, the Debtor disclosed $7,415,061 in assets and $3,619,549 in liabilities. The case has been assigned to Judge Brian K. Tester. Carmen D. Conde Torres, Esq., at C. Conde & Assoc., is the Debtor's counsel. IOTA COMMUNICATIONS: Reports $17.2M Net Loss for Q2 Ended Nov. 30 ----------------------------------------------------------------- Iota Communications, Inc., has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $17.17 million on $743,248 of net sales for the three months ended Nov. 30, 2018, compared to a net loss of $3.69 million on $57,025 of net sales for the three months ended Nov. 30, 2017. For the six months ended Nov. 30, 2018, the Company reported a net loss of $25.72 million on $793,044 of net sales, compared to a net loss of $6.86 million on $159,482 of net sales for the three months ended Nov. 30, 2017. As of Nov. 30, 2018, Iota Communications had $19.87 million in total assets, $98.57 million in total liabilities, and a total stockholders' deficit of $78.70 million. The Company's primary need for liquidity is to fund the working capital needs of the business. The Company has incurred net losses of approximately $88 million since inception, including a net loss of approximately $25.7 million for the six months ended Nov. 30, 2018. Additionally, the Company had negative working capital at Nov. 30, 2018 and May 31, 2018 and has negative cash flows from operations during the six months ended Nov. 30, 2018. The Company said these conditions raise substantial doubt about its ability to continue as a going concern. According to Iota "Management expects to incur additional losses in the foreseeable future and recognizes the need to raise capital to remain viable. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. "The Company's plan, through potential acquisitions and the continued promotion of its services to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company is currently exploring several options to meet its short-term cash requirements, including an equity raise or loan funding from third parties." On Sept. 20, 2018, the Company issued a convertible note totaling $440,000, including OID of $40,000, receiving net proceeds of $400,000 which will also be used for working capital and general corporate purposes. On Oct. 31, 2018, the Company, entered into a Note Purchase Agreement for a commitment to purchase convertible notes in the aggregate principal amount of up to $5,000,000. At the initial closing the Company issued a convertible note in the principal amount of $2,500,000, for net proceeds of $2,200,616, which will be used by the Company for working capital and general corporate purposes. Additionally, on Jan. 11, 2019 the Company completed a tender offer to its class of warrants originally issued by Iota Networks between March 2018 and July 2018 with an exercise price of $0.3753 to purchase common stock. At the time of the Merger, these warrants to purchase 1,372,252 common equity units of Iota Networks were exchanged for Warrants to purchase an aggregate of 18,281,494 shares of the Company's common stock. The Company offered its existing Warrant holders the opportunity to exercise their warrants and receive up to 21,937,793 shares of common stock of the Company, a 20% bonus. On Jan. 11, 2019, the Company raised approximately $4,115,000 in net cash proceeds from the exercise of 12,322,368 Warrants, for the issuance of 14,786,844 shares of common stock of the Company, as part of the tender offer. The Company added that "Although no assurances can be given as to the Company's ability to deliver on its revenue plans, or that unforeseen expenses may arise, management believes that the revenue to be generated from operations together with potential equity and debt financing or other potential financing will provide the necessary funding for the Company to continue as a going concern, management cannot guarantee any potential debt or equity financing will be available on favorable terms. As such, management does not believe they have sufficient cash for 12 months from the date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely." A full-text copy of the Form 10-Q is available for free at: https://is.gd/FbAWLw About Iota Communications Newark, New Jersey-based Iota Communications, Inc., formerly known as Solbright Group, Inc -- https://www.iotacommunications.com/ -- is a new, nationally-available, wireless carrier network system and applications platform dedicated to the Internet of Things. Iota sells recurring-revenue solutions that optimize energy usage, sustainability and operations for commercial and industrial facilities -- principally to Enterprise customers - both directly and via third-party relationships. Iota also offers important ancillary products and services which facilitate the adoption of its subscription-based services, including solar energy, LED lighting, and HVAC implementation services. Solbright reported a net loss of $15.80 million for the year ended May 31, 2018, compared to a net loss of $3.34 million for the year ended May 31, 2017. As of Aug. 31, 2018, Solbright had $15.03 million in total assets, $6.38 million in total current liabilities, and $8.64 million in total stockholders' equity. The audit opinion included in the company's Annual Report on Form 10-K for the year ended May 31, 2018 contains a going concern explanatory paragraph. RBSM LLP, in New York, the Company's auditor since 2016, stated that the Company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. JAMES MEDICAL: Allowed to Use Cash Collateral on Interim Basis -------------------------------------------------------------- James Medical Equipment, Ltd., received authorization from the U.S. Bankruptcy Court for the Western District of Kentucky to use cash collateral on an interim basis in accordance with the Budget and subject to the conditions and terms of the Agreed Interim Order. The Debtor will have to ascertain which Cash Collateral Creditors are entitled to receive adequate protection payments and in what amounts and then file a supplement to the Motion in which the Debtor will request permission to pay said adequate protection payments. The Debtor will then apprise the Court of the efforts thus far undertook by the Debtor to better ascertain which Cash Collateral Creditors are entitled to receive adequate protection payments and in what amounts. Various Cash Collateral Creditors may be entitled to protection against any decrease in the value of their interest in the property caused by or resulting from the use of their collateral including Cash Collateral use by Debtor and, further to be compensated for such decrease. As protection and compensation for the Debtor's use of Cash Collateral, proven and allowed Cash Collateral Creditors are granted a replacement lien on the postpetition collateral in the same order of priority and validity that existed prepetition, in an amount equal to the diminution in value caused by Debtor's use of the Cash Collateral. A copy of the Agreed Interim Order is available at http://bankrupt.com/misc/kywb19-10187-27.pdf About James Medical Equipment James Medical Equipment, Ltd.'s line of business includes renting or leasing medical equipment. The company was founded in 1979 and is based in Campbellsville, Kentucky. James Medical Equipment filed a voluntary Chapter 11 petition (Bankr. W.D. Ky. Case No. 19-10187) on March 1, 2019. At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. The case is assigned to Judge Joan A. Lloyd. The Debtor tapped David M. Cantor, Esq., at Seiller Waterman LLC, as its legal counsel. JLT HOLDINGS: $570K Sale of Yorksville Property Approved -------------------------------------------------------- Judge A. Benjamin Goldgar of the U.S. Bankruptcy Court for the Northern District of Illinois authorized JLT Holdings, LLC's sale of the real property commonly known as 220 Garden Street, Building C, Yorkville, Illinois to JK Property Holdings, LLC for $570,000. The sale is "as is, where is," without any representations or warranties whatsoever, free and clear of all liens, claims, interests and encumbrances. The Debtor is authorized to pay the proceeds of sale, net of customary closing costs, prorations and other expenses approved by the Court, to McCormick 101, LLC for application to McCormick's claim. Such payment will be provisional pending final allowance of McCormick's secured claim pursuant to an order granting the Motion of Debtor to Approve Compromise and Settlement Pursuant to Rule 9019, or other order of the Court. The Order will be effective and enforceable immediately upon entry and the 14-day stay period provided by Bankruptcy Rule 6004(h) will not apply so that the sale may close immediately. About JLT Holdings JLT Holdings, LLC, owns properties located at 220 Garden Street, Yorkville, Illinois; 4512 Deames Street, Plano, Illinois; and 1800 South Ocean Drive, Unit 3205, Hallandale, Florida. JLT Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-33604) on Dec. 3, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Benjamin A. Goldgar. Adelman & Gettleman, Ltd., is the Debtor's counsel. JONES ENERGY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Eleven affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Jones Energy, Inc. (Lead Case) 19-32112 807 Las Cimas Parkway, Suite 350 Austin, Texas 78746 Jones Energy, LLC 19-32111 Jones Energy Holdings, LLC 19-32113 CCPR Sub LLC 19-32114 Jones Energy Intermediate, LLC 19-32115 Jones Energy Finance Corp. 19-32116 JRJ OPCO, LLC 19-32117 Nosley Acquisition, LLC 19-32118 Nosley Assets, LLC 19-32119 Nosley Midstream, LLC 19-32120 Nosley SCOOP, LLC 19-32121 Business Description: Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the exploration, development, production, and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas. Chapter 11 Petition Date: April 14, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R. Jones Debtors' General Bankruptcy Counsel: Brian E. Schartz, P.C. Anna G. Rotman, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 609 Main Street Houston, Texas 77002 Tel: (713) 836-3600 Fax: (713) 836-3601 Email: brian.schartz@kirkland.com anna.rotman@kirkland.com - and - Christopher Marcus, P.C. Anthony R. Grossi, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: christopher.marcus@kirkland.com anthony.grossi@kirkland.com - and - James H.M. Sprayregen, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com Debtors' Bankruptcy Co-Counsel and Conflicts Counsel: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com Debtors' Financial Advisor: EVERCORE GROUP L.L.C Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Tax Restructuring Advisor: DELOITTE TAX LLP Debtors' Special Corporate Counsel: BAKER BOTTS LLP Debtors' Notice & Claims Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/case/JEI/dockets Total Assets (consolidated): $405,575,000 Total Debts (consolidated): $1,116,839,000 The petitions were signed by Carl F. Giesler, Jr., chief executive officer. A full-text copy of Jones Energy, Inc.'s petition is available for free at: http://bankrupt.com/misc/txsb19-32112.pdf Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. U.S. Bank National 6.75% Senior Notes $582,100,000 Association, as Due 2022 & 9.25% Indentured Trustee Senior Notes Due Attn: Diana Jacobs 2023 Vice President Global Corporate Trust 1420 Fifth Avenue, 7th Floor Seattle, WA 98101 United States Tel: 206-344-3795 Email: diana.jacobs@usbank.com 2. Brandi Combs Litigation Undetermined Individually and as Next Friend of Colson Combs c/o Gum Puckett Mackecie Attn: April Coffin 105 N. Hudson Street, Suite 900 Oklahoma City, OK 73102 United States Tel: 405-488-1212 Fax: 405-488-1216 Email: abcoffin@gpmlegal.net 3. Weatherford Artificial Trade Payable $148,377 Lift Systems Attn: Christina M. Ibrahim General Counsel 2000 St. James Place Houston, TX 77056 United States Tel: 713-836-4000 Fax: 713-836-5050 Email: Christina.ibrahim@weatherford.com 4. IHS Global Inc. Trade Payable $135,665 Attn: Sari Granat General Counsel 15 Inverness Way E Engelwood, CO 80112-5710 United States Tel: 303-790-0600 Fax: 303-397-2599 Email: sari.granat@ihsmarkit.com 5. O & B Tank Company Inc. Trade Payable $129,180 Attn: CJ Skipper, President 512 West Hwy 15 Darrouzett, TX 79024 United States Tel: 806-624-3431; 806-202-6610 Email: andrewobtank@gmail.com 6. A & A Tank Truck Co Trade Payable $90,505 Attn: Marshall Brackin, President 3230 Bart Conner Drive Norman, OK 73072 United States Tel: 405-364-2601; 405-642-5665 Email: delcy.burford@oesinc.com 7. PCS Oilfield Service Trade Payable $90,022 Attn: Ed Purcell, Owner 10918 Shanna St Canadian, TX 79014 United States Tel: 806-323-8007 Fax: 713-533-8158 Email: epurcell@pcsoilfield.com 8. Firestone Trucking Trade Payable $73,335 Attn: Chris Firestone, President 23 NW Main Minco, OK 73059 United States Tel: 405-352-5959 Fax: 405-352-5243 Email: afirestone@firestonetrucking.com 9. Echometer Company Trade Payable $68,294 Attn: Jim McCoy, President 5001 Ditto Lane Wichita Falls, TX 76302 United States Tel: 940-767-4334 Fax: 940-723-7507 Email: info@echometer.com 10. C&J Spec Rent Services, Inc. Trade Payable $59,605 Attn: Arnold Saucedo Sales Account Manager 3990 Rogerdale Rd Houston, TX 77042 United States Tel: 361-877-6348 Fax: 361-767-2649 Email: arnold.saucedo@cjes.com 11. Garrison Brothers Trade Payable $53,790 Pipe & Used Equipment Attn: Monte Walbaum Operations Manager 2401 Spur Lane PO Box 967 El Reno, OK 73036 United States Tel: 405-834-8400 Email: montewalbaum@yahoo.com 12. Western Hot Oil Service Inc. Trade Payable $50,602 Attn: Richie Gastineau Chief Executive Officer 501 N Main St Perryton, TX 79070 United States Tel: 806-435-4439 Fax: 806-435-4398 Email: Info@westernhotoil.com 13. Complete Energy Services, Inc. Trade Payable $48,160 Attn: Justin Boyd, President 4727 Gaillardia Parkway Oklahoma City, OK 73142 United States Tel: 281-372-2300 Fax: 281-372-2301 14. RK&R Dozer Service Trade Payable $44,568 Attn: Ronnie Robinson, Owner 15200 W 6th St Orlando, OK 73073 United States Tel: 405-880-0680 Email: lori@rkrdozerservice.com 15. Tucker Construction Company Trade Payable $43,622 Attn: Mark Walck Vice President 915 SE 4th Street PO Box 442 Lindsay, OK 73052 United States Tel: 405-756-3958 Fax: 405-756-2558 Email: mark@tuckerconst.com; kkruse@tuckerconst.com 16. J D Rush Corporation Trade Payable $38,483 Attn: Rick Whitefield Senior Vice President & General Manager 2 Northpoint Drive, Suite 150 Houston, TX 77060 United States Tel: 281-558-8004 Fax: 281-558-8044 Email: rickw@jdrushcorp.com 17. Baker Hughes Oilfield Ops LLC Trade Payable $37,752 Attn: Brandon Lawver, Sales Lead 17021 Aldine Westfield Rd Houston, TX 77073-5101 United States Tel: 817-565-6548 Email: lawver@bhge.com 18. PCS Ferguson, Inc. Trade Payable $37,358 Attn: Jim Strief District Manager Plunger Lift 9733 N. W. 6th Street Oklahoma City, OK 73127 United States Tel: 405-440-1015; 405-550-4615 Email: susan.johnson@apergy.com 19. Flow Testing, Inc. Trade Payable $33,600 Attn: Mike Sossaman, Owner 1125 West Washington Ave Krebs, OK 74554 United States Tel: 918-423-0017; 918-429-8831 Fax: 918-423-0087 Email: flowtesting@yahoo.com; flowtestingmike@yahoo.com 20. T&R Engine and Compressor Trade Payable $30,779 Service Attn: Terry L. Dorman President & Owner 514 SW 3rd Ave Perryton, TX 79070 United States Tel: 806-648-3186; 806-202-2462 Email: tandrcompressor@gmail.com JONES ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------------ Jones Energy, Inc. ("Jones Energy" or the "Company") on April 15 disclosed that the Company, consistent with its prior announcement on April 3, 2019 regarding the Company's entry into a comprehensive Restructuring Support Agreement with its First Lien and Unsecured Noteholders, voluntarily filed petitions for relief under chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (the "Court"). On April 14, 2019, the Company filed a pre-packaged chapter 11 plan of reorganization (the "Plan"), which if approved, will fully equitize the Company's outstanding prepetition funded debt, authorize incurrence of a fully committed exit facility, and satisfy all trade, customer, employee, and royalty claims in full in the ordinary course of business and without change or interruption to its normal payments process. On April 15, 2019, the Court entered orders approving all of the Company's requested "first day" relief, which will allow the Company to maintain its operations as usual throughout the restructuring process. Included in these "first day" orders are authorizations on a final basis for the Company to continue to pay on a normal-course basis employee wages and honor existing employee benefit programs, pay taxes, and remit royalties to mineral owners under the terms of the applicable agreements. The Court also entered final orders giving the Company authority to pay on a normal-course basis expenses associated with its operations and drilling and completion activities, as well as costs associated with gathering, processing, transportation, marketing, and those related to joint interest billing for non-operated properties. Obtaining this relief on a final basis sends a strong message that Jones Energy will continue to operate in the normal course and its business operations will not be disrupted by the restructuring process. As previously announced, on April 3, 2019, Jones Energy commenced the solicitation of votes to accept or reject the Plan. As of the filing, the Company has received votes from holders of approximately 92% in principal of the First Lien Notes and approximately 83% in principal of the Unsecured Notes, all of whom voted to accept the Plan. As a result, Jones Energy has sufficient acceptances to carry two of the three voting classes under the Plan and, therefore, expects to meet the requirements for confirmation of the Plan. Mr. Carl Giesler, Director and Chief Executive Officer, commented, "The financial restructuring that we announced [Mon]day is necessary to attain a capital structure suitable to optimize the value of the Company's assets and execute on its future business strategy. We are now focused on expediting an efficient in-court restructuring, maintaining operational continuity and momentum, and upholding our obligations -- including that of timely payment -- to our employees and vital vendors and stakeholders." With overwhelming stakeholder support for the Plan, the Court approved an expedited chapter 11 timeline. The Court has set a deadline to vote to accept the Plan on May 1, 2019, by 4 p.m. CT. The Company expects to emerge from bankruptcy no later than fourteen days following confirmation of the Plan. Court filings and other information related to these chapter 11 cases are available at https://dm.epiq11.com/JonesEnergy, which is a website administered by the Company's proposed claims agent, Epiq Corporate Restructuring, LLC. The Company has also set up a toll-free hotline to answer employee, vendor, investor and royalty owner questions, which is available Monday through Friday, 8 a.m. to 6 p.m. CT at 877-330-3471 (internationally at 503‑597-5602). Parties may obtain electronic notification of court filings through the Epiq website or may register for email notices by completing the Court's registration form that can be accessed at: http://www.txs.uscourts.gov/sites/txs/files/CRECFform.pdf Kirkland & Ellis LLP is serving as legal counsel, and Evercore Group, LLC is acting as financial advisor to Jones Energy. Alvarez & Marsal North America, LLC is the Company's restructuring advisor. About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. The Company's Chairman, Jonny Jones, founded its predecessor company in 1988 in continuation of his family's long history in the oil and gas business, which dates back to the 1920s. Jones Energy reported a net loss of $1.34 billion for the year ended Dec. 31, 2018, compared to a net loss of $178.82 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $405.57 million in total assets, $1.11 billion in total liabilities, $93.71 million in series A preferred stock, and a total stockholders' deficit of $804.98 million. Grant Thornton LLP, in Houston, Texas, the Company's auditor since 2018, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has substantial debt obligations requiring significant interest payments. The ongoing capital and operating expenditures, including the debt interest payments, will vastly exceed the amount of cash on hand and the revenue they expect to generate from operations in the near future. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. JOSEPH G. FOUST: $110K Sale of 2013 42QD Tour Winnebago Approved ---------------------------------------------------------------- Judge Edward G. Coleman, III of the U.S. Bankruptcy Court for the Southern District of Georgia authorized Joseph G. Foust's sale of a 2013 42QD Tour Winnebago, SN 4UZFCUCY1DCFF1272, to K&B Financial Services, Inc., doing business as Central Florida RV, for $110,000. The sale is free and clear of liens, claims and interests. All net proceeds from the sale will be paid to Mount Vernon Bank. The case is, In re Joseph G. Foust (Bankr. S.D. Ga. Case No. 18-60161-EJC). Counsel for the Debtor: Jon A. Levis, Esq. MERRILL & STONE, LLC P.O. Box 129 Swainsboro, GA 30401 Telephone: (478) 237-7029 Facsimile: (478) 237-9211 E-mail: levis@merrillstone.com JTJ RESTAURANTS: Seeks Authorization to Use Cash Collateral ----------------------------------------------------------- JTJ Restaurants, Inc. and Byrd Restaurants-Royal Palm, Inc., request the U.S. Bankruptcy Court for the Southern District of Florida to permit its use of cash collateral to keep its ongoing operations by paying necessary expenses. OnDeck Capital and TD Bank each have security interests in the Debtor's account receivables. While there are other entities claiming to have a security interest in the Debtor's account receivables, the Debtor believes that these claims are inferior to OnDeck and TD Bank. These creditors are Advantage Platform Services, LLC, American Express and Kabbage. According to the proposed order, OnDeck Capital will have a replacement lien on and in all property of the Debtor acquired or generated after the Petition Date, but solely to the same extent and priority, and of the same kind and nature, as the property of the Debtor securing the prepetition obligations to OnDeck Capital. The proposed order also provides that the Debtor will provide for the U.S. Trustee fee in the approximate amount of $550 per month. The Debtor will also pay adequate protection to following creditors: (a) OnDeck Capital, $3,500; (b) Advantage Platform, $2,000; and (c) Kabbage, $500. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/flsb19-12990-18.pdf 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. LANDING AT BRAINTREE: Disclosure Statement Withdrawn ---------------------------------------------------- A hearing on the disclosure statement explaining the Chapter 11 Plan filed by Landing at Braintree, LLC, was held. The Town of Braintree, Landing at Braintree Condominium, and Northeast Bank, filed objections to confirmation of the Plan. The Debtor withdrew the Disclosure Statement in open Court. About 10 Homestead Avenue 10 Homestead Avenue's principal assets are located at 10 Homestead Avenue Quincy, MA 02169. Landing at Braintree's principal assets are located at Units 125-139B, Commercial Street Braintree, MA 02184. 10 Homestead Avenue, LLC, and its affiliate Landing at Braintree, LLC, filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr. D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the petitions signed by William T. Barry, manager, the Debtors estimated $1 million to $10 million in assets and liabilities. Judge Frank J. Bailey oversees Case No. 18-14158 while the Hon. Christopher J. Panos presides over Case No. 18-14159. The Ann Brennan Law Offices serves as the Debtors' counsel. The Law Office of Lipman & White, is the special counsel. LISA CHASE: Trustee's Auction Sale of Personal Property Withdrawn ----------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts withdrew the proposed public auction sale of personal property by John O. Desmond, the Chapter 11 Plan Trustee of Lisa Chase. The Trustee proposed to sell the personal property free and clear of liens, claims, interests and encumbrances. About Lisa Chase Lisa Chase sought Chapter 11 protection (Bankr. D. Mass. Case No. 10-22697) on Nov. 19, 2010. The Debtor estimated assets in the range of $0 to $50,000 and $1 million to $10 million in debt. Judge Henry J. Boroff is assigned to the case. The Debtor tapped Richard N. Gottlieb, Esq., at Law Offices of Richard N. Gottlieb. LK BENNETT USA: Gets Authority to Liquidate Inventory ----------------------------------------------------- Judge Kein Gross of the U.S. Bankruptcy Court for the District of Delaware authorized L.K. Bennett U.S.A., Inc. to liquidate inventory in the form of store-closing, liquidating or similar-themed sales in its retail locations and on its e-commerce website in accordance with the Order and the Sale Guidelines. The Debtor is authorized, but not directed, to Liquidate the Merchandise in its business judgment in consultation with L.K. Bennett UK and Wells Fargo. For the eight-week period following the Sale Commencement Date, the Debtor is authorized, but not directed, to honor gift cards and merchandise credit issued by the Debtor prior to the Petition Date in accordance with the Debtor's customer gift card and merchandise credit policies and procedures as they existed on the Petition Date. The Debtor is authorized, but not directed, to honor returns and exchanges of merchandise sold prior to the Petition Date, provided that such return is otherwise in compliance with the Debtor's return policies in effect as of the date such item was purchased and the customer is not repurchasing the same item so as to take advantage of the sale price during the Merchandise Liquidation. Notwithstanding anything to the contrary, any Merchandise sold after the Sale Commencement Date will not be subject to return or exchange, but rather will be sold on an "as is" and final basis. The Debtor is authorized to pay marketing and advertising agencies to market and advertise the Store Closings. The sale of Merchandise will be free and clear of all liens, encumbrances, and other interests. The Debtor is authorized to enter into side letters with its landlords to resolve concerns surrounding the Debtor's Store Closings, or otherwise. To the extent the Sale Guidelines and any side letter entered into with the applicable landlord conflict, the side letter will control. Upon the Debtor's surrender of the Premises to the applicable landlord, all property remaining at the locations subject to nonresidential real property leases is hereby abandoned free and clear of all liens, claims, encumbrances, and interests. The landlords of nonresidential real property leases are permitted to dispose of, retain, use, or sell any such property, in their sole discretion, without further order from the Court, free and clear of all liens, claims, encumbrances, and interests, and without further notice or any liability to the Debtor or any third party for such disposal and without waiver of any claim the landlords may have against the Debtor for the disposal of the same. Notwithstanding the foregoing, prior to the surrender of the Premises, the Debtor will consult with any statutory committee appointed in this chapter 11 case, if formed. A copy of the Sale Guidelines attached to the Order is available for free at: http://bankrupt.com/misc/LK_Bennett_50_Order.pdf About L.K. Bennett U.S.A. L.K. Bennett U.S.A., Inc. -- https://us.lkbennett.com/ -- is a retailer of the L.K. Bennett luxury fashion brand. Founded in London in 1990 by Linda Bennett, L.K. Bennett offers women's shoes, clothing, handbags, accessories, and jewelries. L.K. Bennett is available in standalone stores across the United States, Europe and the Middle East, lkbennett.com, us.lkbennett.com and in select department stores worldwide. L.K. Bennett Limited owns 100% of the common stock of L.K. Bennett U.S.A, Inc. L.K. Bennett U.S.A., Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 19-10760) on April 3, 2019. The case is assigned to Judge Kevin Gross. The Debtor estimated assets in the range of $1 million to $10 million and $10 million to $50 million in debt. The petition was signed by Andrey Komrakov, assistant secretary and financial officer. The Debtor tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel, and Ernst & Young LLP as its restructuring advisor. MABVAX THERAPEUTICS: May 1 Auction of Substantially All Assets Set ------------------------------------------------------------------ Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of MabVax Therapeutics Holdings, Inc. and MabVax Therapeutics, Inc. in connection with the sale of substantially all assets to BioNTech Research and Development, Inc. for the aggregate purchase price of (i) $2.3 million and (ii) Assumed Cure Costs, plus the assumption of the Assumed Liabilities, subject to overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: April 26, 2019 12:00 p.m. (PCT) b. Initial Bid: $4,085,000 or greater c. Deposit: $370,000 d. Auction: If at least one Qualified Bid other than the Stalking Horse Bid is received by the Bid Deadline, the Debtors will conduct an Auction in accordance with the terms of the Bidding Procedures on May 1, 2019 at 10:00 a.m. (ET) at the offices of The Rosner Law Group LLC, 824 N. Market Street, Suite 810, Wilmington, DE 19801. e. Bid Increments: $100,000 f. Sale Hearing: May 6, 2019 at 10:00 a.m. (ET) g. Closing: May 7, 2019 h. Stalking-Horse Bidder Fee and the Expense Reimbursement: Up to $100,000 i. The Stalking Horse Bidder will be entitled to credit bid, as a component of any or all Qualified Bids, all or a portion of the Obligations outstanding under the DIP Credit Agreement, in an amount not to exceed $500,000. j. Sale Objection Deadline: April 29, 2019 at 4:00 p.m. (ET) Within two business days of entry of the Order, the Debtors will serve the Sale Notice. With respect to any Assumed Contract or Assumed Lease, the Debtors will file with the Court and serve on each party to an Assumed Contract or Assumed Lease the Cure Notice by April 15, 2019, setting forth the amount of cure owed thereunder according to the Debtors' books and records. The Assumption and Assignment Objection Deadline is April 25, 2019 at 4:00 p.m. (ET). Notwithstanding any applicability of Rules 6004(h), 6006(d), 7062 or 9014 of the Bankruptcy Rules, the terms and conditions of the Order will be immediately effective and enforceable upon entry of the Order. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/MabVax_Therapeutics_78_Order.pdf About MabVax Therapeutics Holdings MabVax -- https://www.mabvax.com/ -- is a clinical-stage biotechnology company with a fully human antibody discovery platform focused on the rapid translation into clinical development of products to address unmet medical needs in the treatment of cancer. Its lead clinical development candidate, HuMab-5B1, is a fully human IgG1 monoclonal antibody (mAb) that targets sialyl Lewis A (sLea), an epitope on CA19-9. CA19-9 is expressed in over 90% of pancreatic cancer (PDAC) and in other diseases including small cell lung, colon and other GI cancers. MabVax Therapeutics Holdings, Inc., and MabVax Therapeutics, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 19-10603 and 19-10604) on March 21, 2019. The cases are assigned to Judge Christopher S. Sontchi. The petitions were signed by CEO David J. Hansen. MabVax Therapeutics Holdings estimated assets in the range of $100,000 to $500,000 and $1 million to $10 million in debt. MabVax Therapeutics, Inc., estimated assets and liabilities in the range of $0 to $50,000. The Debtors tapped Jason A. Gibson, Esq., and Frederick Brian Rosner, Esq., at The Rosner Law Group, LLC, as counsel. MATTRESS PAL: Seeks to Hire Navarro McKown as Legal Counsel ----------------------------------------------------------- Mattress Pal Holding, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Navarro McKown as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code; represent the Debtor in connection with any potential post-petition financing; assist in the preparation of a bankruptcy plan; negotiate with creditors; consult with the Debtor regarding tax matters; and provide other legal services in connection with its Chapter 11 case. The firm will charge these fees: Andrew Kamensky, Bankruptcy Partner $600 per hour Luis Navarro, Bankruptcy Partner $475 per hour Aaron McKown, Litigation Partner $350 per hour Sady Picart, Senior Bankruptcy Associate $375 per hour Mercy Marticorena, Paralegal $195 per hour Ailed Portell, Paralegal $195 per hour Darling Cotilla, Paralegal $165 per hour Navarro McKown is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Andrew Kamensky, Esq. Navarro McKown 66 West Flagler Street, 6th Floor Miami, FL 33130 Tel: 305-447-8707 Fax: 305-447-3787 Email: akamensky@hunton.com andrew@nmbesq.com About Mattress Pal Holding Mattress Pal Holding, LLC, is a Florida limited liability company that operates retail stores that sell mattresses and related products. Mattress Pal Holding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02247) on April 7, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. N&B MANAGEMENT: Trustee's $36K Sale of Wilkinsburg Property Okayed ------------------------------------------------------------------ Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Jeffrey J. Sikirica, Chapter 11 Trustee for N & B Management Co., LLC's sale of the real property located at 627 Franklin Avenue, Wilkinsburg Borough, Allegheny County, Pennsylvania, also known as 701 Wood Street and identified as tax parcel 0176-D-00056-0000-00, to Vision Towards Peace Counseling or its assigns for $36,000. The Sale Hearing was held on April 9, 2019 at 2:30 p.m. The sale is free and divested of all liens and claims. At the closing of the sale, the following will be paid: a. Real estate transfer taxes estimated in the amount of 2% of the final sales price will be prorated equally between the Successful Bidder and the Debtor; b. Real estate taxes for the school district, county and City, including all delinquent real estate taxes due at the time of the closing will be prorated over the tax year of the closing date between the Successful Bidder and the Debtor; 0. Municipal liens for sewage, water and rubbish due from any sources at the time of closing; d. Real estate broker's commission and fees of $4,000, plus $395; e. Normal miscellaneous closing costs related to documentation, lien letters, etc., and f. The balance of the proceeds will be held in trust by the N & B Trustee pending distribution pursuant to further Order of Court. The sale is "as is, where is, and with all faults" and with no representations and/or warranties of any kind expressed or implied. The closing will occur within 30 days of the date of the Order. Pursuant to W.PA.LBR. 6004-1(c)(4), within seven calendar days of the later of the Closing Date, the Trustee will file a report of the sale. About N & B Management Co N & B Management Company, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-24728) on Dec. 23, 2016, estimating less than $1 million in assets and liabilities. Francis E. Corbett, Esq., is the Debtor's counsel. Jeffrey Sikirica was appointed Chapter 11 trustee in the Debtor's case on May 15, 2018. The Chapter 11 trustee: Jeffrey J. Sikirica 121 Northbrook Drive Gibsonia, PA 15044 Tel: (724) 625-2566 Fax: (724) 625-4611 E-mail: SikiricaLaw@zoominternet.net NANOMECH INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: NanoMech, Inc. dba NanoMech Energy, Inc. dba Convergent Materials, Inc. dba NanoMech, LLC dba NanoMech Holdings, LLC dba Duralor, LLC dba Nano Corporation of America, LLC 2447 Technology Way Springdale, AR 72764 Business Description: NanoMech, Inc., an ISO 9001:2015 certified organization, is focused on patented platform nanomanufacturing technologies. The Company offers TuffTek, a cubic boron nitride coating that is used in machining and manufacturing; nGlide, a lubricant that is designed through nanoengineered multi- functional formulations for loaded components; nGuard, a multi-component additive for sustainable product applications in various industry sectors; and AtomOil, a lubricating oil specifically designed for various application sectors including oil & gas, marine, racing, agriculture, mining, automotive & EV transportation, industrial, die casting and machining, construction, earthmovers, aerospace, military and others. NanoMech is a privately held company that was formed in 2002. For more information, visit http://www.nanomech.com. Chapter 11 Petition Date: April 15, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 19-10851 Judge: Hon. Christopher S. Sontchi Debtor's General Reorganization Counsel: WINSTON & STRAWN LLP Debtors' Bankruptcy Co-Counsel: Michael G. Busenkell, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC 1201 North Orange Street, 3rd Floor Wilmington, DE 19801 Tel: 302.425.5812 Fax: 302.425.5814 Email: mbusenkell@gsbblaw.com - and - Ronald S. Gellert, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Tel: 302.425.5806 Fax: 302.425.5814 Email: rgellert@gsbblaw.com - and - Evan Rassman, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Tel: 302-416-3351 Fax: 302-425-5814 Email: erassman@gsbblaw.com Debtor's Restructuring Advisor: VIRTUALLY THERE LLC Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Benjamin Waisbren, chief restructuring officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/deb19-10851.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Advantage Capital Community $144,000 Dvlpmt Fund 190 Carondelet Plaza, Ste. 1500 Saint Louis, MO 63105 2. AEDC (203-03-01) $500,000 Attn: Bryan Scoggins 900 W. Capitol, Ste. 400 Little Rock, AR 72201 3. AEDC (GCF 2008) $500,000 Attn: Bryan Scoggins 900 W. Capitol, Ste. 400 Little Rock, AR 72201 4. Arvest Bank $1,548,705 Attn: Stacy Matlock 415 W. Emma Street Springdale, AR 72764 5. Arvest Bank $9,719 Attn: Stacy Matlock 415 W. Emma Street Springdale, AR 72764 6. Benjamin Wurts $50,000 1120 Park Avenue New York, NY 10128 7. Brewster Jennings $100,000 16 The Spur Oyster Bay, NY 11771 8. CDVCA Sub-CDE IV $176,000 190 Carondelet Plaza Ste. 1500 Saint Louis, MO 63105 9. Charles Brisbane $100,000 10 Valley Road Locust Valley, NY 11560 10. Cornelia Jennings $150,000 214 Feeks Lane Mill Neck, NY 11765 11. Dan Carroll $1,000,000 671 Orchard Ridge Rd. Bloomfield Hills, MI 48304 12. GMC $12,810 PO Box 1510 Cockeysville, MD 21030 13. John Acker $50,000 218 N. Dianthus St. Manhattan Beach CA 90266 14. John D. Bertuzzi $500,000 Revocable Trust 9 Binney Lane Old Greenwich, CT 06870 15. Kamlakar Rajurkar $100,000 7308 Skyhawk Circle Lincoln, NE 68506 16. Michaelson Capital Special $8,980,769 Finance Fund, LLP Attn: Vincent S. Capone, Esq. 509 Madison Ave., Ste 2210 New York, NY 10022 17. Philip McCluskey $50,000 18. Rick & Ellen Barrows $100,000 Revocable Trust 3829 Thornbury Dr Springdale, AR 72764 19. Southeast Community Dvlpmt Fund VII, LLC $680,000 190 Carondelet Plaza Ste. 1500 Saint Louis, MO 63105 20. Waring & Carmen Partridge Foundation $2,000,000 P.O. Box 8 Kingsville, TX 78364 NEW ENGLAND MOTOR: May 14 T&M Auction of All Equipment Approved --------------------------------------------------------------- Judge Jeanne A. Naughton of the U.S. Bankruptcy Court for the District of New Jersey authorized New England Motor Freight, Inc. ("NEMF") and its affiliated debtors to sell at auction substantially all of NEMF's vehicle/equipment/personal property assets as more fully set forth in the Multiple Sale Auction Engagement Agreement with Taylor & Martin, Inc. The Bidding Procedures are approved in all respects and except as provided in the Order in respect to a potential Stalking Horse Bid, will govern all bidders and bids, including those that may be submitted by Qualified Bidders at the Auction. Notwithstanding anything to the contrary in the Motion, Bidding Procedures, any other orders entered by the Court in the Chapter 11 Cases, or otherwise, the Debtors, without the necessity of a further hearing or authorization of the Court, in their discretion, will be authorized (but not required) to accept a stalking horse bid and enter into a purchase agreement with such bidder if the Debtors determine, in their discretion, that entry into such a Stalking Horse Purchase Agreement on such terms and conditions that the Debtors, in the Debtors' discretion, reasonably determine are in the best interests of their estates; provided, however that the deadline for reaching agreement on the terms of any such Stalking Home Purchase Agreement is April 12, 2019. Upon entry into a Stalking Horse Agreement, the Debtors will contact chambers to ascertain the Court's availability for an expedited hearing, should one become necessary pursuant to the terms of the Order. If the Debtors designate a Stalking Horse Bidder, the Debtors will within two business days thereof file a notice of such determination with the Bankruptcy Court, which notice will (i) identify the Stalking Horse Bidder, (ii) set forth the amount of any Break-Up Fee and/or Expense Reimbursement proposed to the Stalking Horse Bidder, (iii) include a copy of the Stalking Horse Bidder's Qualified Bidder Purchase Agreement, which competing Qualified Bidders must then use as the basis to submit their Qualified Bids, (iv) includemodifications to the Bidding Procedures and Auction procedures, ifnecessary, to account for the Stalking Horse Bid, and (v) identify the deadline, which will be at least three business days after the Debtors filed and serve the notice, by which objections to the proposed designation, bid protections and/or revised bidding procedures must be filed. The sale process will generally occur in accordance with the following timeline: a. Stalking Horse Bid Deadline - April 12, 2019 (subject to extension by the Debtors) b. Sale Objection Deadline and Cure/Assignment Objection Deadline - May 6, 2019 at 4:00 pm. (ET) c. General Bid Deadline - May 9, 2019 at 4:00 p.m. (ET) d. Auction Date - May 14, 2019 at 10:00 am. (ET) at the law offices of Gibbons P.C., One Gateway Center, Newark, NJ 07102 e. Sale Hearing - May 16, 2019 at 10:00 a.m. (ET) f. Sale Closing Date - May 31, 2019 g. Sale Objection Deadline - May 6, 2019 at 4:00 p.m. (ET) Three business days after entry of the Bidding Procedures Order, or as soon thereafter as such parties can be identified, the Debtors will cause the Notice of Auction and Sale Hearing. Three business days after entry of the Bidding Procedures Order, the Debtors will serve the Notice of Assumption and Assignment. The Cure Amount/Assignment Objection Deadline is May 6, 2019 at 4:00 p.m. (ET). The Adequate Assurance Objection Deadline is May 15, 2019. Notwithstanding anything to the contrary in the Order or the Motion, any payment, obligations, or other relief authorized by the Order will be subject to the terms, conditions, and limitations of the order of the Court approving any DIP financing and cash collateral use, including any budget in connection therewith. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and Bidding Procedures Order will be effective immediately upon its entry. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/New_England_Motor_427_Order.pdf About New England Motor Freight New England Motor Freight, Inc. -- http://www.nemf.com/-- provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. New England Motor Freight and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019. At the time of the filing, New England Motor estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge John K. Sherwood. The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor & Preston, LLP as special counsel; Phoenix Executive Services, LLC, as restructuring advisor; and Donlin Recano as claims agent. NEW ENGLAND MOTOR: T&M Auction of All of NEMF's Equipment Approved ------------------------------------------------------------------ Judge John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey authorized New England Motor Freight, Inc. ("NEMF") and its affiliated debtors to sell substantially all of NEMF's vehicle/equipment/personal property assets as more fully set forth in the Multiple Sale Auction Engagement Agreement with Taylor & Martin, Inc. Pursuant to sections 363 and 105(a) of the Bankruptcy Code, the Debtors and T&M are authorized to sell the Equipment at the Auctions in accordance with the procedures described in the Motion and the Engagement Agreement. The marketing and sale process will be in consultation with the Official Committee of Unsecured Creditors and each creditor listed on Schedule C to the Engagement Agreement that is asserting a lien on the Equipment. All Equipment sold at the Auctions will be sold free and clear of all liens, claims, rights, interests, and encumbrances. The Net Auction Proceeds resulting from the Auctions will be held in an escrow account maintained by T&M as Debtors' agent and the Debtors and the Secured Lenders are granted a valid, perfected and enforceable lien on and security interest in the Escrow Account without the need for a separate control agreement or any further action to perfect the same. The amounts attributable to Net Auction Proceeds of the collateral of each Secured Lender will be paid to such Secured Lender in accordance with the Payment Procedures. The liens and security interests held by each Secured Lender in respect of its collateral will automatically attach to the Net Auction Proceeds attributable to its collateral and will be deemed automatically valid, perfected, and enforceable liens and security interests with the same force and validity, to the same extent, and in the same priority as such liens and security interests existed immediately prior to the sale of such collateral. In no way will the sale of a Secured Lender's collateral through the Auctions impair such Secured Lender's liens or security interests therein, or otherwise give rise to any defense, claim or argument adverse to such Secured Lender that did not exist immediately prior to the sale of its collateral through the Auctions. The Committee will complete its review of the Title Documents and advise each Secured Lender of the results of its review in writing no later than April 30, 2019. If any Secured Lender has not provided copies of all rolling stock titles, loan agreements and other documents that support asserted secured claims to counsel for the Debtors and the Committee on or before April 5, 2019, the Committee's April 30, 2019 deadline will be extended by a period equal to such number of days subsequent to April 5, 2019 until the Secured Lender provides copies of the foregoing instruments. The Secured Lenders are directed to deliver to T&M all titles to the Equipment, along with any release of lien documentation necessary to transfer such titles, no later than May 1, 2019. T&M will hold the Title Documents in escrow for the benefit of each respective Secured Lender and will only be authorized to release any of the Title Documents to the buyer of the Equipment to which the title pertains after such buyer makes payment in full of the amount bid for such Equipment to T&M, and the release of liens by the affected Secured Lender will be contingent upon the successful closing of such sale and the irrevocable payment of the applicable Net Auction Proceeds to the appropriate Secured Lender. In the event any certificate of title has not been properly executed and endorsed, T&M (or its president and/or any of its managers) is authorized, as NEMF's attorney-in-fact, to execute and endorse each such certificate of title in order to transfer good and marketable title to each buyer. The sale and conveyance of the Debtors' Equipment and/or other property will be exempt from any transfer tax, stamp tax or similar tax pursuant to section 1146(c) of the Bankruptcy Code, to the fullest extent permissible by law. The distribution of Auction sale proceeds will be governed by the following procedures: a. T&M will within 10 banking days of each Auction (i) provide a report in accordance with Section 5 of the Engagement Agreement to each of the Debtors, the Committee, the Secured Lenders (and their respective counsel of record) and the Office of the United States Trustee, setting forth the gross auction proceeds, in the aggregate, and on a per item of Equipment basis, the (A) Net Auction Proceeds, (B) the amount of Buyer Premiums, internet fees, and sales tax (as applicable), applicable pursuant to the Engagement Agreement to the item of Equipment, and (C) the amount of Commissions, Agreed Repairs, Agreed Transportation Costs, Withdrawal Commissions, and any other out-of-pocket costs incurred by T&M charged in accordance with the Engagement Agreement (with any Agreed Repairs and Withdrawal Commissions being charged to the Debtors or the Secured Lender authorizing the repairs or requesting the withdrawal, as applicable), and (ii) remit by wire or ACH transfer from the Escrow Account to the applicable Secured Lenders and Debtors (in accordance with instructions provided to T&M), (A) in the case of the Secured Lenders, 100% of the Net Auction Proceeds allocable to each Secured Lender, and (B) in the case of the Debtors, the Net Auction Proceeds allocable to the Debtors in accordance with Section 5 of the Engagement Agreement; provided further that any Agreed Repairs and Withdrawal Commissions will be charged to the Debtors or the Secured Lender authorizing the repairs or requesting the withdrawal, as applicable. The Debtors will maintain their Net Auction Proceeds in a segregated account. TT&M will cooperate with the parties receiving the Accounting and promptly provide them with any additional information that may be reasonably requested in connection with the Accounting. b. T&M will not charge the Debtors or the Secured Lenders with any costs, expenses or other charges for maintaining the Escrow Account. c. No later than 15 days following the completion of the last Auction pursuant to the terms of the Engagement Agreement, (i) T&M will deposit in the Escrow Account, the amount of any required guaranty payment owing to a Secured Lender in accordance with the Secured Lender guaranty provisions of the Engagement Agreement; and (ii) the Debtors will file with the Court and provide to each Secured Lender and the Committee a report. As security for the T&M guaranty set forth in the Engagement Agreement, the Secured Lenders will have a pro rata valid, perfected and enforceable lien on and security interest in the Debtors' Net Auction Proceeds Account to the extent of $3 million, without the need for a separate control agreement or any other further action to perfect the same, which lien will be automatically extinguished and released without further Order of this Court or any further action by the Debtors or any other person, upon either (i) T&M's payment of the T&M Guaranty to the applicable Secured Lender, or (ii) the results of the Auctions render performance under such guaranty unnecessary. d. If the Debtors' estates are owed a rebate, then T&M will pay such rebate amount to the Debtors within 15 days following the completion of the last Auction. If T&M is entitled to an incentive, then T&M will be authorized to deduct such incentive amount solely from the Net Auction Proceeds allocable to the Debtors pursuant to the Order and the Engagement Agreement. e. Parties may raise any objections to the information contained in the Expense Report by 5:00 p.m. on the date that is five business days following the receipt of the Expense Report. f. If a Secured Lender does not make a timely objection and is not otherwise involved in or affected by a timely objection made by another party, upon notification by the Debtors, T&M will immediately pay to such Secured Lender the amount of such Secured Lender’s guaranty payment, if any, in accordance with payment instructions to be provided by the relevant Secured Lender. g. The parties will use their best efforts to resolve any timely objections to the Expense Report promptly and consensually. However, if any objections are not resolved within five business days of being made, the parties may seek an expedited preliminary hearing on the objections as soon as the Court's calendar permits. h. All payments made to the Secured Lenders in accordance with these procedures will be subject to disgorgement to the extent that the Debtors or the Committee obtains a final order or judgment from the Bankruptcy Court against a Secured Lender avoiding the liens and security interests of such Secured Lender or otherwise determining that such liens and security interests were unenforceable or, if applicable, that such liens and security interests are not cross-collateralized to the extent, if any, asserted by the relevant Secured Lender. i. Any right of the Debtors, the Committee, the Debtors' estates or any trustee appointed or elected in these chapter 11 cases or any subsequent chapter 7 cases to surcharge the Secured Lenders’ collateral that is the subject of the Motion pursuant to section 506(c) of the Bankruptcy Code is irrevocably waived. The Order is not to be subject to any delay as to its effectiveness or enforceability that may be waived by the Court and specifically, the provisions of Bankruptcy Rule 6004(g) and any other applicable Bankruptcy Rules are waived and the Order will be effective immediately upon its entry. Paragraph 8 of the Engagement Agreement is amended and restated as follows: "No Equipment may be removed from the auction sales, except for (i) materially damaged, non-operable and/or non-roadworthy Equipment, with the consent of T&M, (ii) Equipment that cannot be located by NEMF, or (iii) Equipment that is otherwise removed with the consent of T&M and, in the case of encumbered Equipment, the consent of the applicable secured creditor." The remainder of paragraph 8 is deleted. About New England Motor Freight New England Motor Freight, Inc. -- http://www.nemf.com/-- provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. New England Motor Freight and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019. At the time of the filing, New England Motor estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge John K. Sherwood. The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor & Preston, LLP as special counsel; Phoenix Executive Services, LLC, as restructuring advisor; and Donlin Recano as claims agent. NICHOLAS L HUGENTOBLER: Has Final Nod to Use Cash Collateral ------------------------------------------------------------ The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado has entered a final order authorizing Nicholas L Hugentobler PC to use of cash collateral until April 30, 2019 subject to 10% variance per line item of the Budget. The Debtor entered into a Business Loan, LOC, and Practice Loan, secured by a first position lien on substantially all of the Debtor's assets, including its equipment, accounts receivables, cash, and accounts. As of the Petition Date the Debtor's books and records reflect that Alpine was owed approximately $352,245.83 on the LOC, and $260,129.35 on the Practice Loan, for a total of $612,375.18. The Debtor also entered into a Merchant Cash Advance Agreement and Security Agreement with Strategic Funding, secured by a lien on substantially all of the Debtor's assets, including its equipment, accounts receivables, cash, and accounts. The Debtor's books and records reflect that Strategic was owed approximately $205,106 on the Petition Date, but Strategic's books and records reflect that $ 322,527.78 was due and owing on the Petition Date. In addition, the Debtor entered into a factoring agreement with Complete Business Solutions Group ("CBSG"), secured by a lien on substantially all of the Debtor's assets, including its equipment, accounts receivables, cash, and accounts. The Debtor's books and records reflect that CBSG was owed approximately $318,695.18 on the Petition Date. As adequate protection for the Debtor's use of cash collateral, the Debtor will pay Alpine $7,500; Strategic $7,500, and CBSG $2,000 on the 15th day of each month in accordance with the Budget, which payments will be made via ACH. As additional adequate protection for the Debtor's use of cash collateral: (a) The Debtor will provide the Secured Creditors with replacement liens on all post-petition accounts to the extent that the use of cash collateral; (b) The Debtor will maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss with coverage amount and types consistent with Debtor's operations and the United States Trustee guidelines; (c) The Debtor will provide the Secured Creditors with all periodic reports and information filed with the Bankruptcy Court, including debtor-in-possession reports, and a monthly comparative budget showing actual expenses versus budgeted expenses; (d) The Debtor will provide copies of such additional specific written documents, reports, and financial information as any Secured Creditor may reasonably request; (e) The Debtor will only expend cash collateral pursuant to the Budget subject to reasonable variation of no more than 10% for each expense line item per month; (f) The Debtor will timely file and pay all post-petition taxes, including but not limited to: federal and state payroll, withholding, sales, gross receipts, use, personal property and real property taxes; and (g) The Debtor will retain in good repair all collateral in which such party has an interest. A copy of the Final Order is available at http://bankrupt.com/misc/cob18-20352-110.pdf About Nicholas L Hugentobler Nicholas L Hugentobler PC is a medical group that specializes in podiatry. Based in Durango, Colorado, Nicholas L Hugentobler filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-20352) on Nov. 29, 2018. In the petition signed by Nicholas L. Hugentobler, president, the Debtor disclosed $1,683,547 in assets and $2,822,012 in liabilities. The Hon. Michael E. Romero is the case judge. Kutner Brinen, P.C., led by name partner Jeffrey S. Brinen, is the Debtor's counsel. The Debtor hired Solga & Jakino P.A. as accountant. NOVABAY PHARMACEUTICALS: Receives Noncompliance Notice from NYSE ---------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. was notified by the NYSE American LLC on April 12, 2019, that the Company is not in compliance with Section 1003(a)(iii) of the NYSE American Company Guide (requiring stockholders' equity of $6.0 million or more if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years). Therefore, the Company has become subject to the procedures and requirements of Section 1009 of the NYSE American Company Guide and must submit a plan of compliance by May 12, 2019 addressing how it intends to regain compliance with Section 1003(a)(iii) of the NYSE American Company Guide by Oct. 12, 2020. As of Dec. 31, 2018, the Company had stockholders' equity of $4.9 million. The Company intends to submit a plan to regain compliance with NYSE American listing standards. If the Company does not regain compliance with those standards, or does not make progress consistent with the plan, the NYSE American staff may commence delisting proceedings. The Company's common stock will continue to be listed on the NYSE American during the plan period. 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. ORCHARD ACADEMY: Seeks to Hire A. Atkins as Appraiser ----------------------------------------------------- The Orchard Academy, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an appraiser. The Debtor proposes to employ A. Atkins Appraisal Corp. to conduct an appraisal of its property in connection with a possible sale. The property is located at 206 Mt. Horeb Road, Warren, N.J. The firm will charge these fees: Alan Atkins $250 per hour Senior Appraiser $200 per hour Staff $100 per hour Alan Atkins, the firm's appraiser who will be providing the services, disclosed in court filings that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alan Atkins A. Atkins Appraisal Corporation 122 Clinton Road, Suite 2A Fairfield, NJ 07004 Phone: (973) 227-1900 About The Orchard Academy The Orchard Academy, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-15301) on March 15, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The case is assigned to Judge Christine M. Gravelle. The Debtor tapped Rabinowitz, Lubetkin & Tully, LLC as its bankruptcy counsel. ORTHO-CLINICAL DIAGNOSTICS: S&P Affirms 'B-' ICR; Outlook Stable ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Ortho-Clinical Diagnostics Bermuda Co. Ltd. and revised the outlook to stable from positive. The rating agency also affirmed the 'B-' issue-level rating on the senior secured credit facility and the 'CCC' issue-level rating on the senior unsecured notes. The '3' and '6' recovery ratings are unchanged. S&P said Ortho-Clinical Diagnostics Bermuda Co. Ltd. underachieved the rating agency's fiscal 2018 base-case scenario because of demand softness in the U.S. market and inventory rationalization abroad. As a result, adjusted leverage was 8.3x at Dec. 31, 2018, versus S&P's expectation of 7.7x and free operating cash flow generation was negligible versus the rating agency's expectation of $60 million. S&P does not anticipate significant improvement during 2019 but said the company should continue generating minimal top line growth and marginally positive free cash flows. The outlook revision follows Ortho's first full year as a separate entity from Johnson & Johnson, during which the company saw moderate improvements to operating performance but did not reach S&P's base-case expectations. Ortho has undergone substantial cost-savings initiatives since the separation in mid-2017, improving free cash flow generation to a $9 million outflow in 2018 (inclusive of debt issuance costs and foreign exchange losses) from a $27 million outflow in 2017. S&P expects FOCF to improve moderately to around $40 million in 2019 as these one-time costs roll off However, given the company's significant amount of debt, FOCF to debt remains below 2%, consistent with 'B-'-rated peers. The stable outlook on Ortho-Clinical reflects S&P's expectation for low-single-digit revenue growth and moderate pricing pressure, in line with the broader clinical diagnostics industry. It also reflects S&P's expectation for minimal, but positive, cash flow generation and high adjusted leverage above 7.5x. OXFORD ASSOCIATES: $4.2M Sale of Hudson View Shares to PMT Okayed ----------------------------------------------------------------- Judge Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern District of New York authorized Oxford Associates Group, Inc.'s sale of its interests in the shares of cooperative stock in Hudson View Owners Corp. allocated in blocks to 50 apartments in the buildings located at 632, 650 and 678 Warburton Avenue, Yonkers, New York, together with the appurtenant proprietary leases and existing subleases with tenants of the Apartments, to PMT Realty for $4.2 million. An auction was conducted on March 15, 2019 at 10:00 a.m. The Buyer was deemed the Successful Bidder, and Benedict Realty Group, LLC was deemed the Back-up Bidder having made the second highest and best bid in the amount of $4.1 million. The Sale Hearing was held on March 27, 2019. The sale is free and clear of any and all Liens and Claims, with all such Liens and Claims to attach to the proceeds of sale. Pursuant to Section 365(a) of the Bankruptcy Code, and again in accordance with the terms of the PSA, the Debtor is authorized to assume the Proprietary Leases and the Occupancy Leases and, upon said assumption, to assign said Proprietary Leases and the Occupancy Leases to the Purchaser. In the event that the Purchaser will fail to timely close, the Debtor will be authorized, but not directed, to sell its interests in the Apartments to the Back-up Bidder for the sum of $4.1 million on the terms of the PSA and all other provisions of the Order as if the Back-up Bidder were the Purchaser referenced in the Order. The Debtor is authorized and directed to disburse the proceeds of sale at the Closing as follows: (a) first, to pay the customary costs and expenses, if any, of closing payable by the Debtor (including the reasonable costs and fees of the transfer agent); (b) second, to pay Hudson View the sum of $250,140 (in full and complete satisfaction of any and all obligations of any kind, whether arising prior to or after the Petition Date, of the Debtor to Hudson View through Feb. 28, 2019 including, without limitation, the balance of the amount due under the Contract of Sale between the Debtor and Hudson View as set forth in the 7th amendment to the Plan) together with any further amounts which the Debtor may be obligated to pay in connection with the Apartments arising on March 1, 2019; (c) third, to pay Flushing Bank the amounts necessary to satisfy the mortgage liens against certain of the Apartments; and (d) fourth, to pay the Stalking Horse Bidder the sum of $50,000 as a break-up fee as authorized under the Bid Procedures Order, but only if the Debtor's interests in the Apartments are sold to the Purchaser and not to the Stalking Horse Bidder as the Back-up bidder. The Debtor, by its counsel, will hold the balance, if any, of the proceeds of sale not paid or disbursed at the Closing in escrow pending further Order of the Court. Upon the occurrence of the Closing: (a) any pending lawsuit or proceeding by Hudson View against the Debtor will be discontinued with prejudice and any party to any such lawsuit or proceeding, or Purchaser, will be authorized to file a notice of discontinuance with prejudice therein, along with a copy of the Order; (b) any obligation of the Debtor and any agreement by the Debtor for any future payments to Hudson View after the date of the Closing will be terminated and discharged; and (c) from and after the Closing, the Purchaser will have no obligation to make any payments to Hudson View that were due as of the date of the Closing or pursuant to obligations of the Debtor in existence prior to the Closing. The terms and conditions of the Order will be immediately effective and enforceable upon its entry and the requirements of Bankruptcy Rule 6004(h) are waived. About Oxford Associates Group Oxford Associates Group Inc., a New York corporation, owns 39 residential cooperative units located along Warburton Avenue, Yonkers. Oxford Associates Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12487) on Sept. 5, 2017. In the petition signed by George Kyriakoudes, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Mary Kay Vyskocil oversees the case. The Debtor hired Pick & Zabicki LLP as its legal counsel. PEARL CITY GARAGE: Seeks to Hire Merv E. Hilpipre as Auctioneer --------------------------------------------------------------- Pearl City Garage, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire an auctioneer. The Debtor proposes to employ Merv E. Hilpipre Auction Company to liquidate its anodizing line with customer list via auction to be held on May 16. The auctioneer will get 10 percent of the sales price. Merv Hilpipre, the firm's owner, disclosed in court filings that the firm is "disinterested" as defined in the Bankruptcy Code. The firm can be reached through: Merv E. Hilpipre Auction Company 2862 Wagner Road Waterloo, IA 50703 Phone: 1-319-235-6007 Fax: 1-319-234-1751 About Pearl City Garage Pearl City Garage, Inc., is a factory engaged in the business of painting and anodizing metal parts in Muscatine, Iowa. Pearl City Garage filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 19-00221) on Feb. 7, 2019. The case has been assigned to Judge Anita L. Shodeen. The Debtor is represented by Joseph A. Peiffer, Esq., at AG & Business Legal Strategies. PHILMAR CARE: Hearing on Trustee's $6M Sale of All Assets Continued ------------------------------------------------------------------- Judge Wayne Johnson of the U.S. Bankruptcy Court for the Central District of California continued the hearing on the private sale by Howard Ehrenberg, chapter 11 trustee for Philmar Care, LLC, of substantially all assets to Foothill Legacy, LLC and/or its permitted designee for a total consideration exceeding $6 million, comprised of (i) $2.5 million, cash, (ii) the assumption of unpaid QA Fees in the approximate amount of $1.5 million, (iii) the assumption of approximately $1,183,000 due under the Facility Lease, unless El Sereno waives payment, (iv) the payment of any and all cure amounts due for Assumed Contracts, and (v) upon closing, a waiver of Foothill's $1,019,746 claim on account of $550,000 advanced to the Debtor pre-petition and $469,746 advanced post-petition, to April 19, 2019 at 11:00 a.m. A hearing on the Motion was held on April 9, 2019 at 1:30 p.m. Any supplemental opposition to the Motion must be filed and served no later than April 12, 2019. Any supplemental briefing in support of the motion must be filed and served no later than April 16, 2019. Any further opposition to the motion must be filed and served no later than April 18, 2019 at noon. The Court set a hearing for April 19, 2019 at 10:00 a.m. regarding the motion of the trustee to convert the case to chapter 7. The motion should be filed and served no later than April 10, 2019. Any opposition to the motion must be filed and served no later than April 18, 2019 at noon. The Court set a hearing for April 19, 2019 at 10:00 a.m. regarding the motion of the trustee to operate in chapter 7. The motion should be filed and served no later than April 10, 2019. Any opposition to the motion must be filed and served no later than April 18, 2019 at noon. A representative of the Office of the United States Trustee will appear at all hearings on April 19th and be prepared to consent to the appointment of (and to identify) a chapter 7 trustee. The counsel for the moving party for all three motions should file with the Court proposed orders granting the three motions late in the day on April 18, 2019 and provide copies to all parties. All parties should be prepared to discuss the form of orders on April 19, 2019. About Philmar Care Philmar Care, LLC, operates an assisted living facility located at 12260 Foothill Blvd. Sylmar, California. It provides long-term skilled nursing care, other types of care, and social services. Philmar Care sought Chapter 11 protection in the U.S. Bankruptcy Court for the Central District of California, Riverside Division (Case No. 18-20286) on Dec. 7, 2018. The Debtor tapped Foley & Lardner, LLP as its counsel. On Dec. 10, 2018, the Debtor filed a second Chapter 11 petition in the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division (Case No. 18-12966). The court ordered the dismissal of the second case as of Jan. 4, 2019. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Jan. 4, 2019. The committee retained Arent Fox LLP, as its counsel. Howard M. Ehrenberg was appointed as Chapter 11 trustee for the Debtor's estate. The trustee tapped SulmeyerKupetz, APC, as his legal counsel. PHUNWARE INC: Cuts Workforce by 15% to Reduce Costs --------------------------------------------------- Phunware, Inc., said in a Form 8-K filed with the Securities and Exchange Commission that it is committed to organizational restructuring and cost reductions to align its subscriptions and application transactions business. To achieve these cost reductions, the Company reduced its workforce by 23 persons, or 15%. The Company currently estimates the costs related to one-time employee separation payments, which include severance and associated employer payroll taxes, to be approximately $124,000. The Company anticipates these payments will be made primarily in cash and paid in the second quarter of 2019. The Company estimates annualized pre-tax cost savings of approximately $2.8 million as a result of the reductions and believes these reductions will not materially impact its business or operations. About Phunware Headquartered in Austin, Texas, Phunware, Inc., claims to be the pioneer of Multiscreen-as-a-Service (MaaS), a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware helps brands create category-defining mobile experiences, with more than one billion active devices touching its platform each month. For more information about how Phunware is transforming the way consumers and brands interact with mobile in the virtual and physical worlds, visit www.phunware.com, www.phuncoin.com and follow @phunware and @phuncoin on all social media platforms. Phunware incurred a net loss of $9.80 million in 2018, following a net loss of $25.93 million in 2017. As of Dec. 31, 2018, the Company had $36.88 million in total assets, $25.67 million in total liabilities, $5.37 million in redeemable convertible preferred stock, and $5.82 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 19, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PLAYPOWER HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised its rating outlook to negative from stable and affirmed its 'B' issuer credit rating on PlayPower Holdings Inc. (PlayPower). PlayPower plans to issue a $45 million revolving credit facility due 2024, a $340 million first-lien term loan due 2026, and a $100 million second-lien term loan due 2026 through PlayPower Inc. Proceeds will be used to refinance existing debt and pay a dividend to financial sponsor Littlejohn & Co. LLC. S&P assigned its 'B' issue-level rating to the proposed first-lien credit facility and its 'CCC+' issue-level rating to the proposed second-lien term loan. S&P expects the dividend recapitalization will reduce adjusted EBITDA coverage of interest expense to about 2.1x in 2019, which is close to the rating agency's downgrade threshold of 2x. The transaction is consistent with S&P's belief that financial sponsors frequently sustain high leverage for acquisitions or otherwise extract cash from portfolio companies to finance shareholder returns. S&P also views the dividend unfavorably because it raises debt without contributing value to creditors. The weaker interest coverage raises PlayPower's vulnerability to negative operating leverage from potential deceleration in municipal and commercial spending at a mature point in the current economic expansion. "Although we forecast good revenue and EBITDA growth at PlayPower through 2020, the company's operating performance could be variable because of foreign currency risks, working capital management, commodity input costs, and required investments in growing product lines. An inadvertent miss on operating performance from any of these factors could pressure credit measures and liquidity," S&P said. However, higher financial risk from the transaction is partly offset by the larger proposed $45 million revolver, according to the rating agency. "The negative outlook reflects our forecast for adjusted EBITDA interest coverage of about 2.1x through 2020, which is close to our 2x downgrade threshold. The outlook also incorporates the effects of potentially uneven growth in certain segments, capacity investments, and working capital management," S&P said, adding that unanticipated events could weaken EBITDA, raise borrowing costs, or result in more borrowing than it anticipates. As a result, interest coverage could deteriorate, pressuring the rating, S&P said. "If PlayPower sustains adjusted EBITDA coverage of interest expense at less than 2x or if adjusted debt to EBITDA is sustained above 7x, we could lower the rating. We could also lower the rating if cash flow from operations falls and results in an unsustainable reliance on the company's revolver. This could occur if the growth we expect fails to materialize or if the company cannot successfully manage input costs, resulting in EBITDA margin shrinks," S&P said. "We could revise the outlook to stable if we become confident that operating performance, credit measures, and liquidity will improve over the forecast period so that adjusted EBITDA interest coverage will have a cushion compared to 2x. This would likely result from a combination of deleveraging through EBITDA growth, debt repayment, and good working capital management," S&P said. An outlook revision would also consider the impact of any debt-funded acquisitions or transactions, according to the rating agency. PONCE REAL: Taps Lemuel Colon as Special Counsel ------------------------------------------------ Ponce Real Estate Corp. received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to retain Lemuel Negron Colon Esq., as its special counsel. Mr. Colon will continue to represent the Debtor in the Title III bankruptcy case pending before the U.S. District Court for the District of Puerto Rico, and to serve as notary public for the sale of certain realties outside the normal course of the Debtor's business. The attorney was paid a retainer in the amount of $1,500 for services related to the Title III bankruptcy case. Meanwhile, he will receive compensation at the rate of 1% of the sale-purchase public deed of the realties sold, plus the corresponding tax stamps and legal expenses. Mr. Colon disclosed in court filings that he and his staff are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Mr. Colon maintains an office at: Lemuel Negron Colon Esq. 1720 Marginal 506, Suite 104 Legacy Office Park P.O. Box 801478 Coto Laurel, PR 00780-1478 Tel: 787-840-6719 Fax: 787-813-0088 Email: lemuel@coqui.net lemuel.law@gmail.com About Ponce Real Estate Corp. Ponce Real Estate Corp., a real estate company headquartered in Ponce, Puerto Rico, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06805) on Nov. 24, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The Debtor tapped EMG Despacho Legal, CRL as its legal counsel, and Tamarez CPA, LLC as its accountant. PULMATRIX INC: Signs Deal with Cipla for Development of Pulmazole ----------------------------------------------------------------- * Transaction marks Cipla's entry into specialty respiratory segment, building on inroads made into the specialty business in the recent past * iSPERSE formulation of the anti-fungal drug itraconazole will enable inhaled drug delivery and on-label treatment of ABPA, a condition that affects over 2 million worldwide * Definitive Agreement lays ground for Phase 2 study, and partnership between the two companies for future development and commercialization costs as well as revenues from worldwide sales Pulmatrix, Inc. and , and Cipla Technologies LLC have entered into a definitive agreement for the co-development and commercialization of Pulmazole (PUR1900) - an inhaled iSPERSETM formulation of the anti-fungal drug itraconazole for the treatment of allergic bronchopulmonary aspergillosis (ABPA) in patients with asthma. Following the Definitive Agreement, Cip Tec will make an upfront payment of $22 million to Pulmatrix in exchange for assignment of all rights for Pulmazole in relation to pulmonary indications to Cip Tec. Thereafter, both parties will equally share costs related to the future development and commercialization of Pulmazole, and equally share worldwide free cash flow from future sales of Pulmazole. Pulmatrix will remain primarily responsible for the execution of the clinical development of Pulmazole, and Cip Tec will be responsible for the commercialization of the product. The partnership will be overseen by a Joint Steering Committee with equal representation from both companies. With the signing of the Definitive Agreement, Pulmatrix is in a strong position to complete the Phase 2 study entitled: 'A Randomized, Double-Blind, Multicenter, Placebo-Controlled, Phase 2 Study to Evaluate the Safety, Tolerability, and Pharmacokinetics of Itraconazole Administered as a Dry Powder for Inhalation (PUR1900) in Adult Asthmatic Patients with Allergic Bronchopulmonary Aspergillosis (ABPA)'. Pulmatrix plans to initiate this study in April 2019. Robert W. Clarke, Ph.D., chief executive officer of Pulmatrix, said: "Cipla's expertise in respiratory drug development and manufacturing strengthens our development program while its global commercialization experience and footprint will enable us to bring this novel therapeutic option to patients suffering from ABPA. This is also an important financial milestone for the company, securing adequate funds to complete the Pulmazole Phase 2 study, along with 50% commitment from Cip Tec for future Pulmazole development and commercialization costs while retaining worldwide rights to 50% of the free-cash-flow from future revenues." Umang Vohra, managing director and global chief executive officer of Cipla, said: "Pulmazole will be Cipla's entry into the branded respiratory space and will serve a vital unmet medical need for the treatment of ABPA, a condition that possibly impacts over 2 million patients worldwide but has no labelled drug. Pulmatrix has a capable development team and a strong intellectual property (IP) estate through its iSPERSE delivery platform. This creates potential to expand the scope of this collaboration and extract synergies from Cipla's long-established in-house capability in the development of inhalation therapy solutions." About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage biotechnology company focused on the discovery and development of novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections with significant unmet medical needs. The Company's proprietary product pipeline is focused on advancing treatments for serious lung diseases, including PulmazoleTM, inhaled anti-fungal itraconazole for patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor for patients with obstructive lung diseases including asthma and chronic obstructive pulmonary disease. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix incurred a net loss of $20.56 million in 2018, following a net loss of $18.05 million in 2017. As of Dec. 31, 2018, Pulmatrix had $14.72 million in total assets, $2.87 million in total liabilities, and $11.84 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 19, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company continues to have negative cash flow from its operations, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QUANTUM CORP: John Fichthorn Added to Board; Two Directors Resign ----------------------------------------------------------------- Quantum Corp's Board of Directors has appointed John A. Fichthorn to join the Board. Mr. Fichthorn has served since April 2017 as head of Alternative Investments for B. Riley Capital Management, L.L.C., which is an SEC-registered investment advisor and wholly-owned subsidiary of B. Riley Financial, Inc. B. Riley is currently the Company's largest stockholder and owns approximately 17% of the Company's outstanding shares based on its most recent filing with the Securities and Exchange Commission. "We welcome John to the Board for the wealth of financial experience he brings as well his investor perspective on excellence in execution," said Quantum CEO and Board Chairman Jamie Lerner. "This is an opportune time for John to join us to bolster our engagement with shareholders as we continue our work to complete the restatement." Quantum also announced that Board members Alex Pinchev and Adalio Sanchez resigned from their positions on the Board, after completing nearly two years of service, including Mr. Sanchez's service as interim CEO. Both Alex and Adalio have been valuable members of the Board during an intensive transformation of our company," said Lerner. Lerner continued, "As we continue to streamline our Board, we want to express our gratitude to them for their insights and strategic leadership, in particular Adalio's role as interim-CEO in initiating Quantum's transformation when it was in need of significant leadership. The hard work that was done over the past two years when Alex and Adalio were involved provided a solid foundation for our future growth." About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a scale-out tiered storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. As of Sept. 30, 2017, Quantum Corp had $211.2 million in total assets, $335.5 million in total liabilities, and a total stockholders' deficit of $124.3 million. On Jan. 11, 2018, Quantum received a subpoena from the SEC regarding its accounting practices and internal controls related to revenue recognition for transactions commencing April 1, 2016. Following receipt of the SEC subpoena, the Company's audit committee began an independent investigation with the assistance of independent advisors. QUORUM HEALTH: James Breedlove Retires as Director -------------------------------------------------- James T. Breedlove, a member of the board of directors of Quorum Health Corporation, notified the Company that he will retire as a director effective as of the date of the Company's 2019 Annual Meeting of Stockholders. The decision of Mr. Breedlove to retire from the Board did not involve any disagreement with the Company regarding any matter related to its operations, policies or practices, according to a Form 8-K filed with the Securities and Exchange Commission. About Quorum Health Headquartered in Brentwood, Tennessee, Quorum Health -- http://www.quorumhealth.com/-- provides hospital and outpatient healthcare services in its markets across the United States. As of Dec. 31, 2018, the Company owned or leased 27 hospitals in rural and mid-sized markets located across 14 states and licensed for 2,604 beds. Through Quorum Health Resources LLC, a wholly-owned subsidiary, the Company provides hospital management advisory and healthcare consulting services to non-affiliated hospitals across the country. Over 95% of the Company's net operating revenues are attributable to its hospital operations business. Shares in Quorum Health Corporation are traded on the NYSE under the symbol "QHC." Quorum Health incurred net losses attributable to the Company of $200.24 million in 2018, $114.2 million in 2017, and $347.68 million in 2016. As of Dec. 31, 2018, the Company had $1.57 billion in total assets, $1.64 billion in total liabilities, $2.27 million in redeemable noncontrolling interests, and a total deficit of $74.93 million. As reported by the TCR on March 26, 2019, S&P Global Ratings lowered its issuer credit rating on Brentwood, Tenn.-based Quorum Health Corp. to 'CCC+' from 'B-'. "The downgrade reflects our decreased confidence in the company's ability to successfully refinance its capital structure and achieve material interest-cost savings given its weak operating trends and our expectation that it may face some difficulty in divesting its underperforming hospitals. In our view, a failure to successfully divest the mostly low-margin hospitals could make it significantly more difficult for the company to refinance its capital structure," S&P said. RELIABLE GALVANIZING: Proposed Auction of Personal Property Okayed ------------------------------------------------------------------ Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Reliable Galvanizing Co.'s sale of personal property at an auction to be conducted at the office of its counsel at 1:30 p.m. on April 15, 2019. PPL Acquisition Group II, LLC offered to purchase the assets on the following terms and conditions: (i) Purchase Price of $35,000; (ii) additional payment of 5% of any proceeds in excess of $200,000; and (iii) Use of premises for 180 days. Any competing bids must be made within 48 hours prior to the date otherwise set forth for the hearing on the sale requested and said offer will be accompanied by a deposit equal to 10% of the bidding price. If any offer by an alternative bidder is not the successful bidder, the competing bidders' deposits will be returned within two days of the order of court approving the bid of another bidder. Any alternative bids must be for cash and for all of the Debtor's personal property and not contain any conditions to closing not contained in the PPL proposal. Any overbid must be for not less than $1,500 greater than the PPL proposal (i) above and greater than 5% on the additional payment as set forth. A hearing confirming the results of the Sale and seeking an Order confirming the Sale will be held on April 17, 2019 at 10:30 a.m., without further notice. About Reliable Galvanizing Company Reliable Galvanizing Company operates as an iron and steel metal fabrication company. Serving the Midwest for over 35 years, Reliable Galvanizing offers a process of corrosion protection consisting of dipping steel into a bath of molten zinc producing a progressive zinc and iron alloy layer on the surface. Reliable Galvanizing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-29503) on Oct. 19, 2018. In the petition signed by Michael Eisner, president, the Debtor disclosed $914,187 in assets and $1,022,052 in liabilities. The case is assigned to Judge LaShonda A. Hunt. The Debtor tapped The Golding Law Offices, P.C., as its legal counsel. REMLIW INC: Seeks Court Approval to Hire Accountant --------------------------------------------------- Remliw Inc. seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to hire an external accountant. The Debtor proposes to employ Carlos Quintana-Santiago, a certified public accountant, to: a. reconcile financial information to assist the Debtor in the preparation of monthly operating reports; b. assist in the reconciliation and clarification of filed proofs of claims; and c. assist in the preparation of supporting financial documents for the Debtor's Chapter 11 reorganization plan. The accountant and his staff will be paid at hourly rates: Carlos Quintana, CPA $125 Staff Accountant $50 Support Personnel $30 The accountant received a retainer in the sum of $1,500. Mr. Quintana assures the court that he does not hold interests adverse to the Debtor and its estate. The accountant can be reached at: Carlos Quintana-Santiago, CPA 604 Road 104 Mayaguez, PR 00682-7714 Tel: 787-805-3700 Fax: 787-805-3750 Email: cqs@cpanetpr.com About Remliw Inc. Remliw Inc. is a privately held company, which owns a motel located at Carr 639 Km 2.1 Arecibo, Puerto Rico. Remliw Inc. filed a voluntary Chapter 11 petition (Bankr. D.P.R. Case No. 19-01179) on March 2, 2019. In the petition signed by Wilmer Tacoronte Negron, administrator, the Debtor estimated $3,300 in total assets and $2,776,090 in total liabilities. Damaris Quinones Vargas, Esq., at Lcda Damaris Quinones, represents the Debtor as counsel. RUDALEV 2 REFINANCE: Seeks Authorization to Use Cash Collateral --------------------------------------------------------------- Rudalev 2 Refinance, LLC and Rudalev 2, LLC, seek approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to use cash collateral to make such payments as are necessary for the continuation of its business as shown in the Budget, with a 10% variance for each line item. The Debtors currently owe Midland Loan Services, a division of PNC Bank, NA, as Master and Special Servicer and the Directing Holder for Wilmington Trust NA as Trustee for CoreVest American Finance 2017-1 Mortgage Pass-Through Certificates. As of the Petition Date, the principal balance of this loan was approximately $3,040,757. Midland may assert that its claim is secured by substantially all of Debtor's assets, including cash collateral. The Debtor believes that no entities other than Midland may or will assert an interest in its cash collateral. The Debtor offers Midland replacement liens in its property, now owned or hereafter acquired and the proceeds and products thereof. The Debtor is also requesting the Court to allow it to escrow, on a monthly basis, $12,500 into the client trust account of its proposed counsel to pay the professional fees of legal counsel and financial advisor. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/mieb19-43402-7.pdf About Rudalev 2 Rudalev 2 Refinance, LLC, owner of various parcels of property in Michigan, and its affiliate Rudalev 2, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case Nos. 19-43402 and 19-43403) on March 10, 2019. At the time of the filing, each debtor estimated assets of $1 million to $10 million and liabilities of the same range. SALEM MEDIA: S&P Lowers ICR to 'B-' on Falling Revenues ------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S. radio broadcaster Salem Media Group Inc. to 'B-' from 'B' to reflect its expectation that weak operating performance will continue in 2019, causing leverage to remain elevated at around 6x. At the same time, S&P lowered its issue-level rating on the company's senior secured notes to 'B-' from 'B'. The downgrade reflects S&P's expectation that leverage will remain higher than its previous 5.5x threshold to maintain the 'B' issuer credit rating over the next few years. This is happening because of increased competition for local block programming, secular pressures in radio advertising and publishing, and lower revenue at key websites due to competition from alternative media. Revenue from local block programming continued to decline in 2018, causing total block programming revenue to decline despite 2.5% revenue growth from national block programming (a rebound from a 1.7% decline in 2017). At the same time, Salem's profitability was affected by investments made in its digital marketing platform in an effort to drive revenue growth. The combination of these factors has caused us to lower S&P's projected EBITDA in 2019 by about 8.5%. However, S&P expects the company will maintain adequate liquidity with free operating cash flow (FOCF) of $10 million to $15 million over the next year and no near-term debt maturities. S&P expects the company will continue to pay a quarterly dividend since its founders (currently the CEO and chairman) own around 50% of outstanding shares. As a result, the rating agency expects that after dividends, Salem will generate roughly $4 million to $8 million of discretionary cash flow over the next 12 months. While Salem has a history of pursuing tuck-in acquisitions, S&P expects the company will use its discretionary cash flow to continue repurchasing its senior secured notes. Salem opportunistically repurchased $16.4 million of these notes at a discount to par in 2018, which was partially funded with its asset-based loan (ABL) facility. The stable outlook reflects S&P's expectation that Salem's leverage will remain around 6x over the next year, as debt repayment is offset by declining revenue and EBITDA as a result of continued softness in local block programming, local advertising, and digital revenue. "We could lower the rating if Salem's revenue declines accelerate due to increased competition in block programming or an acceleration in the secular decline of spot radio advertising. This could result in minimal annual FOCF generation and an inability to reduce debt to offset the revenue decline, even if Salem were to eliminate its dividend. In this scenario, if leverage is sustained at near 7x, we could view the capital structure as unsustainable," S&P said. "While unlikely over the next year, we could raise the rating if Salem grows revenue, increases FOCF to debt to more than 10%, and reduces leverage to less than 5x on a sustained basis. This could occur if the company's broadcast revenues stabilize or its digital operations see significant growth, while the company also keeps its current dividend and uses excess cash flow to reduce debt," S&P said. SANCHEZ ENERGY: Names Cameron George as Chief Financial Officer --------------------------------------------------------------- The Board of Directors of Sanchez Energy Corporation appointed Cameron W. George as executive vice president and chief financial officer of the Company on March 19, 2019. Mr. George had previously served as interim chief financial officer of the Company since Oct. 26, 2018. Also on March 19, the Board appointed Gregory B. Kopel as executive vice president, general counsel and secretary of the Company. Mr. Kopel had previously served as senior vice president, general counsel and secretary of the Company since Dec. 14, 2015. About Sanchez Energy Headquartered in Houston, Texas, Sanchez Energy Corporation -- http://www.sanchezenergycorp.com/-- is an independent exploration and production company focused on the acquisition and development of oil and natural gas resources in the onshore United States. The Company is currently focused on the horizontal development of significant resource potential from the Eagle Ford Shale in South Texas, and it also holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale in Mississippi and Louisiana which offers potential future development opportunities. As of Dec. 31, 2018, the Company has assembled approximately 472,000 gross leasehold acres (271,000 net acres) in the Eagle Ford Shale, where it plans to invest the majority of its 2019 capital budget. The Company reported a net loss attributable to common stockholders of $3.46 million in 2018, following a net loss attributable to common stockholders of $35.05 million in 2017. As of Dec. 31, 2018, Sanchez Energy had $2.81 billion in total assets, $2.81 billion in total liabilities, $452.82 million in mezzanine equity, and a total stockholders' deficit of $444.52 million. NYSE Delisting The New York Stock Exchange notified the Securities and Exchange Commission on March 8, 2019 of its intention to remove the entire class of Common stock of Sanchez Energy Corporation from listing and registration on the Exchange on March 19, 2019, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange. The Exchange reached its decision pursuant to Section 802.02 of the Listed Company Manual, which applies when a company cannot demonstrate an ability to return to compliance within 18 months of notice from the Exchange that it is not in compliance with one of the Exchange's continued listing rules. The Company was below compliance with the $50 million stockholders' equity requirement of Section 802.01B and the $1.00 average closing share price over the 30 trading-day period of Section 802.01C. The Exchange, on Feb. 20, 2019, determined that the Common Stock of the Company should be suspended from trading, and directed the preparation and filing with the Commission of this application for the removal of the Securities from listing and registration on the Exchange. The Company was notified by phone and letter on Feb. 20, 2019. Pursuant to the above authorization, a press release regarding the proposed delisting was issued and posted on the Exchange's website on Feb. 20, 2019. Trading in the Common Stock was suspended prior to the open of the market on Feb. 20, 2019. The Company had a right to appeal to a Committee of the Board of Directors of the Exchange the determination to delist the Securities, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. The Company did not file such request within the specified time period. Consequently, all conditions precedent under SEC Rule 12d2-2(b) to the filing of this application have been satisfied. * * * As reported by the TCR on Nov. 12, 2018, S&P Global Ratings lowered its issuer credit rating on Sanchez Energy Corp. to 'CCC' from 'B' and revised the outlook to negative from stable. S&P said "The downgrade reflects our view that Sanchez' capital structure is unsustainable and that the risk of debt restructuring is high. Also in November, 2018, Moody's Investors Service downgraded Sanchez Energy Corporation's B3 Corporate Family Rating to Caa1. "Sanchez's ratings downgrade reflects its stubbornly high debt levels and disappointing production results attributable to its $1.05 billion (net) acquisition of additional Eagle Ford Shale acreage in March 2017, which has pressured its liquidity and prompted Moody's concern that the company's capital structure as presently constituted may be unsustainable," commented Andrew Brooks, Moody's vice president. SANDY CREEK ENERGY: S&P Affirms 'B-' Rating on Sr. Sec. Term Loan ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issue-level rating on the Sandy Creek Energy Associates L.P. (SCEA) project's senior secured term loan. The recovery rating is '3', revised from '2', reflecting S&P's expectation of meaningful recovery (50%-70%; rounded estimate: 65%) in the event of default. The affirmation reflects S&P's view that, while metrics remain weak and refinancing prospects face challenges, the rating agency believes there remains substantial value in the asset (largely derived from the long-term PPAs). Accordingly, although S&P expects debt service coverage ratios (DSCRs) to be depressed over its assumed refinancing case, the rating agency believes the project has an incentive to maintain credit quality so as to retain the contracted revenue stream post refinancing. Additionally, given the potential for volatility in pricing in the ERCOT market, the rating agency notes that strong pricing during the summer months in 2019 and 2020 could lead to lower refinancing risk even absent any sponsor intervention. "The negative outlook reflects our view that, although performance improved in 2018, the project continues to lag originally expected debt pay-down and the target debt balance. As such, the project may have difficulty refinancing the outstanding debt balance in 2020 given the high debt outstanding, NPV of remaining cash flows, and the forward curve backwardation in ERCOT market despite strength in gross margin expected through 2020," S&P said. If it becomes apparent that the issuer will have difficulty refinancing closer to maturity, S&P said it could lower the rating. "We could lower the rating to the 'CCC' category if we believed that the issuer would have difficulty refinancing its 2020 maturity. This would likely result from the lack of a credible plan to refinance or address the entire outstanding debt balance at maturity," S&P said. "We would revise the outlook to stable if power prices rebounded on retirements such that minimum DSCRs during the post-refinancing period improved to about 1.2x from their current level of under 1.0x and we had comfort that such performance were sustainable. This could stem from the retirement of other coal assets or a rebound in gas prices, which would raise power prices and contribute to higher power demand," S&P said. In addition, a viable refinancing plan to address the 2020 term loan maturity would support credit quality, according to the rating agency. SANFRED REALTY: Seeks Authorization on Cash Collateral Use ---------------------------------------------------------- Sanfred Realty LLC, having failed to reach an agreement with first mortgage holder, requests the U.S. Bankruptcy Court for the District of New Hampshire to authorize its use of cash collateral. In exchange to the use of cash collateral, the Debtor proposes that: (1) All rents collected from the present tenant, Milford Motors, LLC, and any future tenants will be deposited into the DIP account. (2) The Debtor will timely make all post-petition payments of the property taxes. (3) The Debtor will timely make all post-petition payments on its obligations under the Loan Documents on the mortgage held by People's United Bank, N.A., including but not limited to the monthly payment under the Note in the amount of $1,661.46. (4) The Debtor will timely make all post-petition payments on its obligations under the Loan Documents on the mortgage held by US Small Business Administration, including but not limited to the monthly payment under the Note in the amount of $1,285. (5) The Debtor will pay to the Town of Milford in the amount of $1,360 per month toward the payment of past due real estate taxes. (6) The Debtor will pay the US Trustee’s quarterly fees when due. (7) The Debtor will at all times keep the property insured. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/nhb19-10008-43.pdf About Sanfred Realty Based in Milford, New Hampshire, Sanfred Realty LLC filed a Chapter 11 bankruptcy petition (Bankr. D.N.H. Case No. 19-10008) on Jan. 3, 2019, disclosing under $1 million in assets and liabilities. The petition was signed by its sole managing member, Francis J. Coffey. The Debtor is represented by Robert L. O'Brien, Esq. SCHULTE PROPERTIES: Bayview Objects to Disclosure Statement ----------------------------------------------------------- Bayview Loan Servicing, LLC, secured creditor, objects to the Disclosure Statement describing the Chapter 11 Plan filed by Schulte Properties LLC. The Creditor complains that the Debtor's Disclosure Statement reflects that potential claims against creditors may exist, but provides no information regarding the nature, extent, value, specific creditors which would be affected, or the ability of the Debtor to assert any such causes of action when it was not a party to the Second 2009 Bankruptcy Case confirmation order. The Creditor asserts that the Debtor's Disclosure Statement fails to provide sufficient information regarding why the current bankruptcy case is necessary when a prior bankruptcy case was voluntarily dismissed a mere four months prior to the instant case and when there is a confirmed Plan in the Second 2009 Bankruptcy Case. The Creditor's Proof of Claim reflects and outstanding balance of $99,201.27 with a pre-petition arrearage of $38,113.89. According to the Creditor, the Claim has not been objected to and the Disclosure Statement indicates the Property is oversecured. The Creditor asserts that the Plan proposes to limit the amount of Creditor's claim to $59,113.39 without any explanation or legal basis. The Creditor further complains that even without addressing the specific valuation, maturity date, payment amount, and interest rate terms of the claim proposed, for which Creditor objects to but for which are more appropriately addressed at confirmation, the Plan facially violates the bankruptcy code and cannot be confirmed. The Creditor points out that the most substantially fatal flaw with the Debtor's Disclosure Statement and Plan is that the Debtor cannot modify the underlying claim as the Debtor, Schulte Properties, LLC, does not have contractual privity with Creditor, and any modification would impermissibly modify the liability of nondebtors William and Melani Schulte. The Creditor further points out that if the Debtor is permitted to modify the Creditor's claim in his Plan, it will result in substantial confusion as to the rights and obligations between the Schultes, Debtor, and Creditor, which, in turn, will result in two conflicting obligations. The Creditor complains that the Plan does not provide for Creditor’s claim in full, but the entity attempts to retain an interest in the Property as a junior class member in violation of the absolute priority rule. Attorney for Secured Creditor Bayview Loan Servicing, LLC: Jason C. Kolbe, Esq. Ace C. Van Patten, Esq. TIFFANY & BOSCO, P.A. 10100 W. Charleston Boulevard, Suite 220 Las Vegas, NV 89135 Tel: 702 258-8200 Fax: 702 258-8787 Email: nvbk@tblaw.com About Schulte Properties Schulte Properties LLC is the fee simple owner of various real properties located in Las Vegas and Henderson, Nevada. The Company previously sought protection from creditors on May 31, 2017 (Bankr. D. Nev. Case No. 17-12883). Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. In the petition signed by Melani Schulte, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. The case is assigned to Judge Laurel E. Babero. The Debtor is represented by Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as counsel. SCHULTE PROPERTIES: BNY Objects to Disclosure Statement ------------------------------------------------------- The Bank of New York Mellon, f/k/a The Bank of New York, successor in interest to JP Morgan Chase Bank, N.A., successor in interest to Bank One, National Association, as Trustee for CSFB Mortgage- Backed Pass-Through Certificates, Series 2003-27, secured creditor objects to the Disclosure Statement describing the Chapter 11 Plan filed by Schulte Properties LLC. The Creditor complains that while the Debtor has filed ex-parte motions relating to 2004 examinations of creditors, there is no explanation in the Disclosure Statement as to the timeline of that litigation and/or the effect it may have on the individual claims or the reorganization as a whole. Without such information, the Creditor is unable to adequately assess the treatment of its claim or the likelihood that any proposed reorganization would be successful. The Creditor further points out that the Debtor's Disclosure Statement fails to provide sufficient information regarding why the current bankruptcy case is necessary when a prior bankruptcy case was voluntarily dismissed a mere four months prior to the instant case and when there is a confirmed Plan in the Second 2009 Bankruptcy Case. The Creditor's Proof of Claim reflects and outstanding balance of $1,357,150.48 with a pre-petition arrearage of $802,507.89. According to the Creditor, the Claim has not been objected to and the Disclosure Statement indicates the Property is oversecured. The Creditor asserts that the Plan proposes to limit the amount of Creditor's claim to $640,905.96 without any explanation or legal basis. The Creditor points out that the most substantially fatal flaw with the Debtor's Disclosure Statement and Plan is that the Debtor cannot modify the underlying claim as the Debtor, Schulte Properties, LLC, does not have contractual privity with Creditor, and any modification would impermissibly modify the liability of nondebtors William and Melani Schulte. The Creditor further complains that the Plan does not provide for Creditor's claim in full, but the entity attempts to retain an interest in the Property as a junior class member in violation of the absolute priority rule. Attorney for the Creditor: Jason C. Kolbe, Esq. Ace C. Van Patten, Esq. TIFFANY & BOSCO, P.A. 10100 W. Charleston Boulevard, Suite 220 Las Vegas, NV 89135 Tel: 702 258-8200 Fax: 702 258-8787 Email: nvbk@tblaw.com About Schulte Properties Schulte Properties LLC is the fee simple owner of various real properties located in Las Vegas and Henderson, Nevada. The Company previously sought protection from creditors on May 31, 2017 (Bankr. D. Nev. Case No. 17-12883). Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. In the petition signed by Melani Schulte, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. The case is assigned to Judge Laurel E. Babero. The Debtor is represented by Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as counsel. SOCAL REO: Case Summary & Unsecured Creditor -------------------------------------------- Debtor: SoCal REO Acquisitions Group LLC 30025 Alicia Pkwy #201 Laguna Niguel, CA 92677 Business Description: SoCal REO Acquisitions Group LLC is a privately held company primarily engaged in renting and leasing real estate properties. The Company is the fee simple owner of two properties in Coronado and Palm Springs, California having an aggregate current value of $2.58 million. Chapter 11 Petition Date: April 15, 2019 Court: United States Bankruptcy Court Central District of California (Santa Ana) Case No.: 19-11375 Judge: Hon. Mark S. Wallace Debtor's Counsel: Nima S. Vokshori, Esq. VOKSHORI LAW GROUP 1010 Wilshire Blvd Ste 1404 Los Angeles, CA 90017 Tel: 213-986-4323 Fax: 310-881-6996 Email: stephen@voklaw.com - and - N. Stephen Vokshori, Esq. VOKSHORI LAW GROUP 1010 Wilshire Blvd. #1404 Los Angeles, CA 90017 Tel: 213.986.4323 Email: stephen@voklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steve Spiro, managing member. The Debtor lists Arman & Linda Cornell as its sole unsecured creditor holding a claim of $62,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-11375.pdf SUNSHINE GROUP: Seeks to Hire FitzGerald Yap as Litigation Counsel ------------------------------------------------------------------ The Sunshine Group, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire FitzGerald Yap Kreditor LLP as its litigation counsel. The firm will represent the Debtor in a case filed by the City of Dana Point in the Orange County Superior Court (Case No. 30-2017-00915900) and related appeals. Eric Dean, Esq., and Deborah Rosenthal, Esq., the primary attorneys handling the state court case, will charge $450 per hour and $600 per hour, respectively. FitzGerald received a $25,000 retainer from the Debtor. Mr. Dean disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. FitzGerald can be reached through: Eric Dean, Esq. FitzGerald Yap Kreditor LLP 2 Park Plaza, Suite 850 Irvine, CA 92614 Phone: (949) 788-8900 Email: info@fyklaw.com About The Sunshine Group The Sunshine Group, LLC, owns the Capistrano Seaside Inn located at 34862 Pacific Coast Highway, Capistrano Beach, Calif. The Sunshine Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12760) on March 14, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Ernest M. Robles. The Debtor tapped Goe & Forsythe, LLP as its bankruptcy counsel. T LOFT: Proposed Private Sale of Property Approved -------------------------------------------------- Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized T Loft, LLC's bidding procedures in connection with the private sale of property, consisting of equipment, inventory and other items, to Robert W. and Stacy L. Plamondon for $600,000, subject to overbid. The Bid Deadline is April 22, 2019, at 5:00 p.m. (CT). The Debtor may proceed to sell the Property, "t. Loft LLC," free and clear of all Liens in accordance with and subject to the Bidding Procedures. In the event the Debtor does not receive a Qualified Offer, the day after the Bid Deadline, the Debtor will file with the Court, and serve upon the Notice Parties that the Auction has been cancelled and the Property will be sold to the Plamondons for the Purchase Price. In the event the Debtor does receive one or more Qualified Offers, the Debtor will proceed with the Auction and, at the conclusion of the Auction, will file with the court and serve upon the Notice Parties the Notice of Auction Results. The objection deadline is seven days of the filing of a Notice of Auction Cancellation and Sale of Property or Notice of Auction Results. If an objection is filed on or before the Objection Deadline, the Court will schedule a hearing within 21 days to consider such objection and confirmation of the sale. In accordance with 11 U.S.C. Section 363(e) and Section 361(2), in order to adequately protect the interest of Great American Bank by virtue of the lien it has against the Property, the lien it has against the Property immediately prior to the closing of the sale will attach to the proceeds of the sale of the Property with the same validity, priority, force and effect as it had at such time, subject to any rights and defenses of the Debtor and other parties in interest with respect thereto. The Order will become effective immediately upon its entry. About T Loft T Loft, LLC, operates restaurants with three locations in Kansas City. T Loft, LLC, sought Chapter 11 protection (Bankr. D. Kan. Case No. 19-20388) on March 1, 2019. EVANS & MULLINIX, P.A., is the Debtor's counsel. T. LOFT LLC: Allowed to Use Cash Collateral Until June 10 --------------------------------------------------------- The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas has granted t. Loft, LLC authority to use cash collateral on an interim basis through June 10, 2019. The Debtor is indebted to Great American Bank. Pursuant to a filed lien, the Bank holds a security interest in and liens upon Debtor's account receivables. In exchange to Debtor's use of cash collateral, Great American Bank is granted replacement liens in postpetition cash collateral (including cash, accounts, accounts receivable, inventory and the proceeds thereof) of the Debtor to the same extent that the Bank has valid liens on prepetition cash collateral. To the extent the adequate protection provided to the Bank proves to not be adequate to protect the Bank against a post-petition diminution in the value of its collateral, then the Bank is entitled to have its claims for such diminution in value of its collateral allowed as a super-priority administrative expenses pursuant to section 507(b). In addition, the Debtor is also directed to timely file all post-petition tax returns and will make timely deposits of all postpetition taxes. A copy of the Order is available at http://bankrupt.com/misc/ksb19-20388-29.pdf About t. Loft LLC T. Loft LLC -- http://www.tloft.net/-- operates health cafes offering fresh, all natural food and beverages. T. Loft filed a voluntary Chapter 11 petition (Bankr. D. Kan. Case No. 19-20388) on March 1, 2019. In the petition signed by Jill Minton, member, the Debtor disclosed $379,750 in total assets and $1,143,341 in total liabilities. Colin N. Gotham, Esq., at Evans & Mullinix, P.A., represents the Debtor. TECHNIPLAS LLC: S&P Cuts ICR to 'CCC+' on Elevated Refinancing Risk ------------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Techniplas LLC and its issue-level rating on the company's $175 million of notes to 'CCC+' from 'B-'. Its recovery rating on the notes is unchanged at '4'. S&P removed all ratings from CreditWatch with negative implications, where they were placed on Feb. 6, 2019. Techniplas is facing refinancing risks related to the $175 million of notes maturing in May 2020. The company is exploring refinancing options, including plans to raise capital by floating on London's alternative investment market (AIM) market in 2019. However, the timing, amount, and overall ability to achieve the float remain unclear, according to S&P. "The downgrade reflects the company's elevated refinancing and default risk due to its near-term maturities. We believe Techniplas is currently dependent upon favorable financial markets and economic conditions to meet its refinancing needs because we do not expect the company to have enough internally generated cash flow to repay the notes, which mature in May 2020, even if it significantly scales back capital spending," S&P said. S&P does not believe the amount of the planned float could repay the notes in full, and said the timing and amount remain uncertain. In S&P's opinion, the auto markets in the U.S. and Europe are facing headwinds sufficient to make raising equity a challenge. As a supplier with most of its sales to European and North American original equipment manufacturers (OEMs), Techniplas faces weakening automotive demand in both these regions over the next 12-24 months. The uncertainty regarding Brexit is another factor affecting the ability to float equity. Furthermore, S&P forecasts that demand for new cars in the U.S. will decline by 3.5% in 2019 while new emission standards in Europe make auto sales more volatile. As a result, market conditions may make refinancing difficult despite the company's ongoing efforts. The negative outlook reflects Techniplas' refinancing risks in the next 12 months for its May 2020 notes. Although operating performance stabilized in 2018, Techniplas is generating very low levels of free cash flow and does not have sufficient liquidity to pay off these notes when they come due. "We could lower the rating on Techniplas in the next six months if the company is not able to refinance the notes or if we believe the company is likely to pursue a debt exchange that we would view as a partial restructuring and thus tantamount to a default," S&P said. "We could revise our outlook to stable in the next 12 months if the company refinances its notes," S&P said. Techniplas designs, engineers, and manufactures plastic products primarily for the automotive industry, with some additional products for the truck, plumbing, and industrial markets. The company offers custom thermoplastics, thermoset molding, and technical plastics components and modules. Just under 50% of revenues are in North America, with most of the rest in Europe. -- U.S. new light-vehicle sales decline to 16.6 million units in 2019 and 16.4 million units in 2020. -- The U.S. economy shows GDP growth of 2.3% in 2019 and 1.7% in 2020. -- European light-vehicle sales increase by 1.8% year over year in 2019 and by 2.9% in 2020. -- Prices for resin, the company's main raw material input, will remain high, with 2019 prices slightly higher than 2018. -- In 2019 and 2020, S&P expects growth in the low-single-digit percent area due to contraction in the U.S., offset slightly by growth in Europe and increased content on certain vehicles. -- EBITDA margins contract from 2018 levels to less than 9% due to higher raw material costs, higher freight and labor costs, and potential operating difficulties. -- Capital expenditures as a proportion of sales at 2.5%-3.0%. Based on these assumptions, S&P's forecast assumes the following credit metrics in 2019 and 2020: -- Debt to EBITDA of 5.5x-6.0x; and -- Free operating cash flow (FOCF) to debt of about 0%-1%. Despite having sufficient liquidity sources over uses in the 12 months, S&P assesses the company's liquidity as less than adequate, reflecting growing uncertainty about refinancing the motes due in 2020. The company's ratio of liquidity sources to uses will remain at about 3.0x, and net sources will remain positive even if EBITDA declines by 30%. The liquidity ratio, however, does not include the $175 million notes due in 2020. The company's liquidity could significantly weaken if these notes are not refinanced by May 2019. Principal liquidity sources: -- Availability of $11.0 million, as of Dec. 31, 2018, under domestic and foreign lines of credit; -- Funds from operations (FFO) of about $6 million-$8 million in 2019; and -- Cash balances of $12.2 million as of Dec 31, 2018. Principal liquidity uses: -- Capital spending of 2%-4% of sales in 2018 and 2019; -- Modest tax distributions (paid as dividends); and -- Limited working capital outflows during the next 12 months. The financial covenant requires the maintenance of a fixed-charge coverage ratio 1.0 to 1.0 (applicable if an event of default exists or if excess availability under the new revolving credit facility is less than the covenant trigger level, which is the greater of $3 million and 10% of the amount of the new revolving credit facility). S&P expects the company to be in compliance with all applicable covenants over the next 12 months. In S&P's hypothetical default scenario, it expects the company to default in 2020 due to operational issues in its plants or increases in raw material prices that cannot be offset with higher pricing. -- Simulated year of default: 2020 -- EBITDA at emergence: $28.6 million -- EBITDA multiple: 4.5x -- The U.S. asset-based lending (ABL) revolving credit facility would be 60% drawn at default. -- The Swiss franc revolving credit facility would be 85% drawn in Europe at default. -- Six months of accrued and unpaid interest -- Gross enterprise value: $129 million -- Administrative expenses: $7 million -- Net enterprise value: $122 million -- Valuation split (obligors/nonobligors): 45%/55% -- Priority claims: $20 million -- Collateral value available to secured creditors: $51 million -- Secured first-lien debt: $184 million -- Recovery expectations: 30%-50% (rounded estimate: 40%) TONY3CARS LLC: CRF Files Supplemental Objection to Plan Outline --------------------------------------------------------------- CRF Small Business Loan Company, LLC, a Delaware limited liability company, files a supplemental objection to the adequacy of the Amended Disclosure Statement filed on behalf of Tony3cars, LLC. CRF points out, in spite of the prepetition secured interest in all of the Debtor's assets identified in this UCC-1 Financing Statement, the Debtor failed to disclose NS Leasing, LLC, as either a lessor of equipment on Schedule G, or a secured creditor on Schedule D, or otherwise address this creditor in the Disclosure Statement. CRF further points out that based on recently received documentation from Green Bank relative to the Tony3cars bank account activity, the Debtor has again failed to provide an adequate disclosure relating to multiple transfers taking place between the Debtor and other creditors of Celia Lopez related entities that may result in a number of turnover actions that could be maintained by the Debtor against a host of business entities and individuals. CRF complains that the Debtor maintains in both of its disclosure statements in Section XII that it is "Unaware of any litigation which could be brought for the benefit of the creditors of the estate," given the multitude of insider transfers taking place immediately before, or within, one (1) year of the petition date requires further explanation and disclosure by the Debtor. CRF asserts that the Debtor's Disclosure Statement wholly fails to provide the full background or adequate disclosure of the complete circumstances associated with the Debtor’s slide into bankruptcy. According to CRF, that the Debtor's Amended Disclosure Statement fails to provide a factually based description of available assets and their value. The Debtor claims that it owns three (3) parcels of property, however, the Debtor provides absolutely no objective criteria for valuing the 247 W. Davis/606 N. Madison properties. CRF complains that the Debtor's Amended Disclosure Statement does not provide any indication as to the source of its information, rather than indicate where the information is coming from, the Amended Disclosure Statement fails to provide a single citation to the record, schedules and statements, pro formas, sources for the projections attached to the plan, business books and records, accountant information, bank statements, valuation of assets, or otherwise. CRF points out that the Debtor provides no information relative to its performance during the Chapter 11 proceedings, however, that Debtor's purpose is ostensibly to hold real estate investments, it is unsurprising that Debtor has generated no revenues during these proceedings CRF filed its claim is for $3,770,280. CRF complains that the Debtor maintains in its Amended Disclosure Statement that CRF will have an allowed secured claim of $3,459,983, yet provides no basis for how it arrived at that number, nor does it account for the unsecured claim of CRF, other than to admit "for the purposes of this Disclosure Statement, the Debtor will use the CFR (sic) Proof of Claim number." CRF asserts that the Debtor's Amended Disclosure Statement makes no reference to its accounting or valuation methods used to support the information and representations contained therein, there are no appraisals, statements from accountants, or other information that would be beneficial for a hypothetical creditor analyzing the plan. According to CRF, it is unclear from the Amended Disclosure Statement alone whether insiders of the Debtor will continue to receive compensation in the future, as indicated in the Amended Disclosure Statement, Celia Lopez intends to retain her ownership interest in the Debtor and will forego her salary, which is an impossibility pursuant to the absolute priority rule and 11 U.S. Sec. 1129(b)(2)(B)(i) and (ii). CRF points out that the Debtor's Amended Disclosure Statement fails to identify any accounts receivable, let alone provide information as to their collectability. CRF further points out a hypothetical creditor would be wholly unable to ascertain the collectability of the Debtor’s accounts receivable based on the Disclosure Statement. CRF complains that the Debtor's Amended Disclosure Statement does not reference any potential avoidable transfers, Debtor does not even make an attempt to identify any transfers that were made by the Debtor. According to CRF, the Debtor's Amended Disclosure Statement is virtually devoid of any information to explain the relationship between the Debtor and a number of Celia Lopez related entities. Attorneys for CRF are Allison L. Grossman, Esq., at Anderson Grossman, PLLC, in Dallas, Texas, and T. Chris Stewart, Esq., at Anastasi Jellum, P.A., in Stillwater, Minnessota. About Tony3cars LLC Tony3cars, LLC is a privately-held company in Dallas, Texas in the real estate agents and managers business. Tony3cars sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 18-33663) on Nov. 5, 2018. In the petition signed by Celia Lopez, sole member, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Debtor tapped Eric A. Liepins, P.C., as its legal counsel. TOP REHAB: DOJ Watchdog Seeks Ch. 11 Trustee Appointment -------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, asked the U.S. Bankruptcy Court for the Eastern District of New York to enter an order directing the appointment of a Chapter 11 trustee for Tob Rehab, Inc., or in the alternative, convert the Chapter 11 case to Chapter 7. Top Rehab, Inc., filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-41392) on March 8, 2019, and is represented by Alla Kachan, Esq. TRAILSIDE LODGING: Gets Approval to Hire RSG Accounting ------------------------------------------------------- Trailside Lodging, LP, received approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire RSG Accounting as its accountant. The services to be provided by the firm include bi-weekly payroll processing; submission of sales and franchise tax; preparation and filing of monthly reports and financial reports; and a review of the Debtor's financial statements and budgets. RSG will receive a monthly fee of $1,200 for routine accounting services. Should additional services be needed, the firm will bill $125 per hour for the services of its certified public accountants and $50 per hour for staff. RSG does not represent any interest adverse to the Debtor and its bankurptyc estate, according to court filings. The firm can be reached through: Mary Jo Lincoln RSG Accounting 400 Main Street Wellsville, OH 43968 Phone: 412-742-4345 About Trailside Lodging Trailside Lodging, LP, based in Pittsburgh, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-20524) on February 10, 2019. The Hon. Thomas P. Agresti oversees the case. In the petition signed by Nathan Morgan, member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Debtor hired Whiteford Taylor & Preston, LLP, as counsel. TREASURE ISLES: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------- Treasure Isles Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Illinois to use cash collateral on an interim basis. The Debtor estimates that it will generate cash proceeds from operation of its restaurants of $1,666,281. In addition, the Debtor estimates that its operations will require cash expenditures of $1,616,751 through April 15. The Debtor proposes to use its cash for payment of on-going expenses associated with the operation of its restaurants. Prior to commencement of the case, the Debtor and an affiliate, Pasta Isles, Inc. executed promissory notes in favor of the Putative Secured Creditors. As of the petition date, there was due and owing from the Debtor and Pasta to First Southwestern Capital the approximate sum of $670,000 and from the Debtor and Pasta to Yum! Capital the approximate sum of $75,000. As collateral and security for its obligations to the Putative Secured Creditors, the Debtor and Pasta executed security agreements in favor of the Putative Secured Creditors under which they granted security interests in substantially all of their capital assets. It is unclear, however, whether the Debtor and Pasta granted a security interest in their respective inventories. The Debtor proposes that the Putative Secured Creditors will receive the following: (a) A perfected security interest in Debtor's post-petition assets and proceeds thereof to the same extent and with the same priority as they hold in the Debtor's prepetition assets; (b) A first and prior perfected security interest in the Cash Collateral Accounts to the extent the Putative Secured Creditors have security interests in property that constitutes cash collateral; (c) Bi-monthly accounting setting forth the cash receipts and disbursements made by the Debtor under an Order approving the Motion; (d) A continued lien against and security interest in the Debtor's prepetition assets and proceeds thereof to the extent and with the same priority that such creditors held prepetition. The liens and security interests held by and granted to the Putative Secured Creditors will be subordinate to (i) fees assessed pursuant to the provisions of 28 U.S.C. Section 1930 and (ii) fees and expenses of Debtor's counsel and Debtor's financial advisor to the extent of $80,000 without regard to any retainers paid by the Debtor to its counsel prior to commencement of the case. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/ilsb19-30269-12.pdf About Treasure Isles Treasure Isles, Inc., is a privately held company that operates in the food and beverages industry. Treasure Isles sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 19-30269) on March 7, 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 Laura K. Grandy. HeplerBroom, LLC, is the Debtor's counsel. TWO DELUNA: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Two Deluna, LLC, according to court dockets. About Two Deluna LLC Two Deluna, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-30205) on March 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $100,000 and liabilities of less than $500,000. The case has been assigned to Judge Jerry C. Oldshue Jr. Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A. is the Debtor's bankruptcy counsel. UTOPIX MEDICAL: Case Summary & 14 Unsecured Creditors ----------------------------------------------------- Debtor: Utopix Medical, LLC 6136 Frisco Square Blvd., Suite 400 Frisco, TX 75034 Business Description: Utopix Medical, LLC -- https://utopixmedical.com -- is an emerging medical device company based in Texas. The Company has developed a novel solution for unmet needs surrounding low mobility patients. Chapter 11 Petition Date: April 15, 2019 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Case No.: 19-41010 Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Christina Walton Stephenson, Esq. CROWE & DUNLEVY, PC 1919 McKinney Ave., Suite 100 Dallas, TX 75201 Tel: 214-420-2141 Fax: 214-736-1762 Email: Christina.Stephenson@crowedunlevy.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Taylor W. Hanes, CEO. A copy of the Debtor's list of 14 unsecured creditors is available for free at: http://bankrupt.com/misc/txeb19-41010_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txeb19-41010.pdf VALENTIA GLOBAL: Seeks to Hire VMBG Accounting ---------------------------------------------- Valentia Global, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire an accountant. The Debtor proposes to employ VMBG Accounting to provide services, which include the preparation of its payroll and income tax returns; communications with taxing authorities on its behalf regarding tax liabilities; and the review and submission of monthly operating reports. VMBG's standard hourly fees range from $80 to $300 per hour. The firm received an initial retainer of $7,500. Caridad Vasallo, principal of VMBG, attests that neither she nor her firm has any connection with the Debtor's creditors or the estate. The firm can be reached at: Caridad Vasallo, CPA VMBG Accounting 9100 S. Dadeland Boulevard, Suite 1500 Miami, FL 33156 Tel: (954) 456-7474 About Valentia Global Valentia Global, LLC -- http://www.valentiarestaurant.com/-- is a privately held company that owns and operates the Valentia Mediterranean Restaurant. It offers signature dishes including Paella Valenciana, Arroz A Banda, Arroz Negro and Paella De Mariscos. Valentia Global filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-25653) on Dec. 17, 2018. In the petition signed by Ivan Marzal, authorized member, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case has been assigned to Judge Robert A. Mark. Aaronson Schantz Beiley P.A. is the Debtor's legal counsel. VALENTIA GLOBAL: Taps Samuel A. Rubert, PA as Special Counsel ------------------------------------------------------------- Valentia Global, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Samuel A. Rubert, P.A. as special counsel. The firm will represent the Debtor in connection with all liquor licensing issues, including the application to transfer the liquor license it purchased from Lanamar Group LLC, and other matters associated with the transfer. The firm's standard billing rates are: Samuel Rubert, Esq. $400 Associates $300 Law Clerks $175 Samuel Rubert, Esq., attests that he and his firm neither represent nor hold any interest adverse to the Debtor and its estate. The firm can be reached at: Samuel A. Rubert, Esq. Samuel A. Rubert, P.A. 3225 Franklin Avenue Suite, C-101 Coconut Grove, FL 33133 Office: 305-791-4199 Fax: 888-344-1798 About Valentia Global Valentia Global, LLC -- http://www.valentiarestaurant.com/-- is a privately held company that owns and operates the Valentia Mediterranean Restaurant. It offers signature dishes including Paella Valenciana, Arroz A Banda, Arroz Negro and Paella De Mariscos. Valentia Global filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-25653) on Dec. 17, 2018. In the petition signed by Ivan Marzal, authorized member, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case has been assigned to Judge Robert A. Mark. Aaronson Schantz Beiley P.A. is the Debtor's legal counsel. VERSUM MATERIALS: S&P Puts BB+ ICR on Watch Positive on Merck Deal ------------------------------------------------------------------ S&P Global Ratings placed all of its ratings on Versum Materials Inc., including the 'BB+' issuer credit rating, on CreditWatch with positive implications. The CreditWatch placement follows the announcement that Merck (A/Stable/A-1) signed a definitive agreement to acquire Versum for about $6.5 billion. S&P said it expects the transaction to close by the end of 2019 and would likely raise the rating on Versum to equalize it with the rating on Merck, then withdraw all ratings on Versum assuming its debt is fully repaid upon close. "We expect to resolve the CreditWatch following the completion of the transaction. We will monitor developments related to the transaction, including receiving the necessary shareholder approvals and regulatory clearances. We expect that the transaction will be positive for Versum given the stronger investment-grade rating on Merck and its much larger scale," the rating agency said. S&P said that if the transaction goes through, it will likely raise the rating on Versum to equalize it with the 'A' rating on Merck, and will withdraw the ratings upon close and the debt paydown by Merck. W.E.N.I.M.M LCC: Radius Bank Says No to Cash Collateral Use ----------------------------------------------------------- Radius Bank gives notice to the U.S. Bankruptcy Court for the District of Arizona that is does not consent Gallindo Property Management LLC and W.E.N.I.M.M. to the use of all or any portion of its cash collateral. Radius Bank made a business loan to the Debtors in the original principal amount of $990, 000 secured, in part, by a Deed of Trust and Assignment of Rents. Thus, Radius Bank asserts it has properly perfected first-priority liens on and security interests in, among other things, all rents, accounts, inventory, equipment, furniture, tangible property, and other benefits derived from that certain real property located in Maricopa County, Arizona. Radius Bank has not and does not consent to the Debtors' use of all or any portion of its cash collateral generated from the Trust Property absent an order from the Court. Additionally, Radius Bank demands that its cash collateral be turned over to Radius Bank or sequestered subject to further order of the Court. About Gallindo Property Management Based in Phoenix, Arizona, Gallindo Property Management LLC (Bankr. D. Ariz. Case No. 19-01010) and its affiliate, W.E.N.I.M.M. LCC (Bankr. D. Ariz. Case No. 19-01013) filed voluntary Chapter 11 petitions on January 29, 2019. Gallindo Property Management is a privately held company engaged in activities related to real estate. W.E.N.I.M.M is an operator of automotive parts, accessories, and tire store. The Gallindo case is assigned to Hon. Daniel P. Collins, while the W.E.N.I.M.M case is assigned to Madeleine C. Wanslee. The Debtors are represented by Shelton L. Freeman, Esq., at Freeman Law PLLC, in Scottsdale, Arizona, and Patrick M. Jones, Esq., at PMJ PLLC, in Chicago, Illinois. At the time of filing, Gallindo had estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. At the time of filing, W.E.N.I.M.M had estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. The petitions were signed by Wendel Waggoner, manager. The United States Trustee advises the Bankruptcy Court that a committee under 11 U.S.C. Sec. 1102 has not been appointed in the Chapter 11 case of W.E.N.I.M.M. LCC because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. WASTE SERVICES: Hires Klestadt Winters as Bankruptcy Counsel ------------------------------------------------------------ Waste Services, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Klestadt Winters Jureller Southard & Stevens, LLP, as general bankruptcy counsel to the Debtor. Waste Services requires Klestadt Winters to: a. advise the Debtor with respect to its rights, powers and duties as a Debtor and Debtor-in-Possession in the continued management and operation of its business and assets; b. attend meetings and negotiating with representatives of creditors and other parties in interest and advising and consulting on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating under Chapter 11; c. take all necessary action to protect and preserve the Debtor's estate, including prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the estate, negotiations concerning litigation in which the Debtor may be involved and objections to claims filed against the estate; d. prepare on behalf of the Debtor such motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; e. assist the Debtor in its analysis and negotiations with any third-party concerning matters related to the realization by creditors of a recovery on claims and other means of realizing value; f. represent the Debtor at all hearings and other proceedings; g. assist the Debtor in its analysis of matters relating to the legal rights and obligations of the Debtor with respect to various agreements and applicable laws; h. review and analyze all applications, orders, statements, and schedules filed with the Court and advise the Debtor as to its propriety; i. assist the Debtor in preparing pleadings and applications as may be necessary in furtherance of the Debtor's interests and objectives; j. assist and advise the Debtor with regard to their communications to the general creditor body regarding any proposed Chapter 11 plan or other significant matters in this Chapter 11 Case; k. assist the Debtor with respect to consideration by the Court of any disclosure statement or plan prepared or filed pursuant to the Bankruptcy Code and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan; and l. perform such other legal services as may be required and deemed to be in the interest of the Debtor in accordance with its powers and duties as set forth in the Bankruptcy Code. Klestadt Winters will be paid at these hourly rates: Partners $525 to $750 Associates $275 to $475 Paralegals $175 Prior to the Petition Date, on February 7, 2019, Klestadt Winters received a retainer deposit of $27,000 from the Debtor. On February 13, 2019, Klestadt Winters received an additional retainer deposit of $25,000. On the Petition Date, the Firm debited $26,604.50 from the then-remaining balance of the Retainer. The remaining balance of $25,395.50 is being held by the Firm for payment of post-petition fees and expenses after allowance by the Court. Klestadt Winters will also be reimbursed for reasonable out-of-pocket expenses incurred. Tracy L. Klestadt, partner of Klestadt Winters Jureller Southard & Stevens, 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. Klestadt Winters can be reached at: Tracy L. Klestadt, Esq. Joseph C. Corneau, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41 st Street, 17th Floor New York, NY 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 About Waste Services Waste Services, Inc., is a provider of garbage collection services. The Company focuses on developing and implementing environmentally friendly waste disposal solutions. Waste Services is headquartered in Mamaroneck, New York. Waste Services sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-22260) on Feb. 13, 2019. In the petition signed by Joseph Spiezio, III, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Robert D. Drain oversees the case. Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serves as bankruptcy counsel. WASTE SERVICES: Hires Lawrence Kalkstein as Financial Advisor ------------------------------------------------------------- Waste Services, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Lawrence Kalkstein CPA, as financial advisor to the Debtor. Waste Services requires Lawrence Kalkstein to: a. attend conferences with the Debtor and its attorneys, as requested; b. assist the Debtor in the preparation of monthly operating statements and other schedules, as required by the local rules of the Court, and the U.S. Trustee's guidelines; c. assist the Debtor with any investigation into the pre- petition acts, conduct, transfers of property, liabilities, the financial condition ofthe Debtor, its management, or creditors, including the operation of the Debtor's business; d. analyze transactions with venders, insiders, related and affiliated entities, subsequent and prior to the date of the filing of the petition under Chapter 11; e. assist the Debtor in its review of the financial aspects of any proposed sale agreement or evaluating any plan of reorganization or liquidation; and f. perform any other services that the Debtor may deem necessary in its role as accountant to the Debtor or that may be requested by counsel. Lawrence Kalkstein will be paid at the hourly rate of $150. Lawrence Kalkstein will also be reimbursed for reasonable out-of-pocket expenses incurred. Lawrence Kalkstein, partner of Lawrence Kalkstein CPA, 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. Lawrence Kalkstein can be reached at: Lawrence Kalkstein LAWRENCE KALKSTEIN CPA 2144 Albany Post Rd. Montrose, NY 10548 Tel: (914) 737-5840 About Waste Services Waste Services, Inc., is a provider of garbage collection services. The Company focuses on developing and implementing environmentally friendly waste disposal solutions. Waste Services is headquartered in Mamaroneck, New York. Waste Services sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-22260) on Feb. 13, 2019. In the petition signed by Joseph Spiezio, III, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Robert D. Drain oversees the case. Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serves as bankruptcy counsel. WILKINSON FLOOR: Maricopa County Objects to Plan Confirmation ------------------------------------------------------------- Maricopa County Treasurer, a secured tax lien creditor, objects to the confirmation of Wilkinson Floor Covering, Inc.'s Plan of Reorganization. MCT objects to the Plan to the extent that it incorrectly treats the MCT Claim as a Priority Tax Claim. As noted above, MCT filed a Secured Tax Claim. MCT also objects to the Plan as it fails to provide for the accrual of post petition interest on the MCT Claim at the statutory rate. MCT further objects to the Plan as it fails to provide for retention of the tax liens. Arizona law grants valid liens on the Debtor's real property that are "prior and superior to all other liens and encumbrances on the property." About Wilkinson Floor Covering Wilkinson Floor Covering, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on Feb. 9, 2017. In the petition signed by Stephen E. Wilkinson, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Eddward P. Ballinger Jr. The Debtor hired Blake D. Gunn, as counsel, and was substituted by Littler P.C. The Debtor tapped Thomas Napolitano as CFO. Peter Davis of Simon Consulting has been appointed as the examiner. WITTER HARVESTING: Seeks to Hire CPA Tax Solutions as Accountant ---------------------------------------------------------------- Witter Harvesting Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire an accountant. The Debtor proposes to employ CPA Tax Solutions, LLC, to prepare its monthly reports and tax returns, assist in connection with its Chapter 11 plan, and provide other accounting and tax services. Paula Younger, the firm's accountant who will be providing the services, disclosed in court filings that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. CPA Tax Solutions can be reached through: Paula Younger CPA Tax Solutions, LLC 500 NW 6th St. Okeechobee, FL 34974 Phone: (863) 357-1099 About Witter Harvesting Witter Harvesting Inc. provides agricultural and crop harvesting services in Okeechobee, Fla. Witter Harvesting sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14063) on March 29, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case has been assigned to Judge Mindy A. Mora. The Debtor tapped Kelley & Fulton, PL, as its bankruptcy counsel. WITTER HARVESTING: Taps Kelley Fulton as Legal Counsel ------------------------------------------------------ Witter Harvesting Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to hire Kelley, Fulton & Kaplan P.L. as its legal counsel. The services Kelley Fulton will render are: a. advise the Debtor of its powers and duties in the continued management of its business; b. advise the Debtor of its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; and c. represent the Debtor in negotiation with its creditors in the preparation of a plan. The firm will charge $450 per hour for principal attorney's fees, $450 per hour for associate attorney's fees and $135 per hour for paralegal fees. Prior to its bankruptcy filing, the Debtor paid an initial retainer of $27,500 for attorney's fees and costs, including the filing fee of $1,717. The Debtor has agreed to pay $3,000 per month as a post-petition retainer. Dana Kaplan, Esq., at Kelley Fulton, attests that she and her firm are disinterested persons as required by Section 327(a) of the Bankruptcy Code. The firm can be reached at: Dana L Kaplan, Esq. Kelley, Fulton & Kaplan P.L. 1665 Palm Beach Lakes Blvd., Suite 1000 West Palm Beach, FL 33401-2109 Phone: 561-491-1200 Fax: 561-684-3773 About Witter Harvesting Inc. Witter Harvesting Inc. provides agricultural or crop harvesting services in Okeechobee, Fla. Witter Harvesting filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14063) on March 29, 2019. In the petition signed by Kenneth Leroy Yates, authorized representative, the Debtor estimated $1 million to $10 million in both assets and liabilities. Dana L. Kaplan, Esq., at Kelley & Fulton, PL, represents the Debtor as counsel. The case has been assigned to Judge Mindy A. Mora. YUMA ENERGY: Neeraj Mital Resigns as Director --------------------------------------------- Neeraj Mital has resigned from his position as a member of the Board of Directors and as a member of the Nominating Committee of the Board of Yuma Energy, Inc. Mr. Mital's decision to resign from the Board was not the result of any disagreement with the Company or the Board, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Yuma Energy Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company's activities have focused on inland and onshore properties, primarily located in central and southern Louisiana and southeastern Texas. Its common stock is listed on the NYSE American under the trading symbol "YUMA." Yuma Energy reported a net loss attributable to common stockholders of $17.07 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $6.80 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Yuma Energy had $77.36 million in total assets, $44.15 million in total current liabilities, $11.43 million in total other noncurrent liabilities, and $21.77 million in total equity. Going Concern Uncertainty Moss Adams LLP, in Houston, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 2, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company is in default on its credit facility, has a substantial working capital deficit, no available capital to maintain or develop its properties and all hedging agreements have been terminated by counterparties. These conditions raise substantial doubt about the Company's ability to continue as a going concern. [*] Cibik & Cataldo Offers Legal Services to Philadelphia Clients ----------------------------------------------------------------- Cibik & Cataldo, P.C., are Philadelphia bankruptcy lawyers based in Philadelphia, Pennsylvania, is committed to providing superior, cost-efficient legal services to their clients. For those who have fallen on hard times, Cibik & Cataldo offers compassionate and understanding assistance. The law firm focuses on consumer and business bankruptcy, serving individuals and small business owners. Cibik & Cataldo have been serving the Philadelphia area for over 35 years. They have assisted thousands of clients in Philadelphia and the surrounding areas, including Montgomery County, Delaware County, Bucks County, and Chester County. The law firm is fully staffed and located in Center City, Philadelphia. Bankruptcy attorneys Michael A. Cibik, Esq. and Michael A. Cataldo, Esq. are experts in the industry, with over 35 years of experience as bankruptcy lawyers. Both attorneys are certified by the American Bankruptcy Certification Board. ABC Certification ensures a level of trust and authenticity for the public so they can know that they are in the right hands. This certification also pushes attorneys towards excellence, recognizing lawyers that meet their rigorous standards. Cibik and Cataldo are two of only a handful of bankruptcy attorneys in Philadelphia who meet these standards, providing their expertise on well over 20,000 personal bankruptcies. Cibik & Cataldo focus solely on bankruptcy and debt consolidation. They are specialists in their field, and their commitment to bankruptcy law sets them apart from the competition. Both have years of experience, as well as significant continuing education and training throughout the years. Their extensive knowledge in the field provides their clients with superior service. The law firm of Cibik & Cataldo helps people file for bankruptcy under the protection of federal law. There are many misconceptions surrounding filing for bankruptcy and bankruptcy law. Creditors and collection agencies may discourage filing for bankruptcy: don’t listen to the rumors. Put your trust in attorneys who have dedicated their careers to helping others navigate bankruptcy law. Cibik & Cataldo primarily provides assistance with bankruptcy filings under chapter 7, chapter 13, or chapter 11. Individuals will likely file under chapter 7 or 13, while businesses may file bankruptcy under chapter 7 or chapter 11. These experienced attorneys will walk you through each step of the process and explain your options, providing relief to those facing debt. Cibik & Cataldo look closely at each case, and remind their clients that every situation and case is different. They encourage in-person meetings with all of their clients for an in-depth analysis and discussion of their debt and their options moving forward. A first consultation to assess your debt is free; come in to discuss your options and Cibik & Cataldo will help you see the light at the end of the tunnel. About Cibik & Cataldo, P.C. Cibik & Cataldo, P.C. has been in business for 35 years, assisting those in need of bankruptcy legal services and advice in the Greater Philadelphia area. This debt-relief agency serves individuals and businesses as they file for bankruptcy, providing their years of expertise to help others navigate the legal process. Both Mr. Cibik and Mr. Cataldo are members of the Pennsylvania Bar Association and are ABC certified, ensuring their capability and confidence in handling client cases. [*] Eric Howe Joins Greenberg Traurig in Minneapolis ---------------------------------------------------- Global law firm Greenberg Traurig, LL,P continues its strategic growth of its Minneapolis office with the addition Eric J. Howe as a shareholder in the Restructuring & Bankruptcy Practice. Howe joins from Faegre Baker Daniels LLP where he was a partner. Howe concentrates his practice on debt restructurings, distressed mergers and acquisitions, and related litigation. He advises businesses, indenture trustees, creditors' committees, DIP lenders, and distressed investors in complex restructuring transactions, both in and out of court. "I know Eric to be an outstanding lawyer with strong experience in the restructuring, corporate trust and agribusiness areas -- particular areas of strength in our Minneapolis office," said Michael B. Fisco, managing shareholder of the firm's Minneapolis office. "We are delighted to welcome Eric to the firm and to continue to grow our office." "Michael Fisco has been a great mentor in my career. I am very excited to join him and the others who have opened Greenberg Traurig's Minneapolis office, and to be a member of such a recognizable and well-respected restructuring and bankruptcy group and law firm," Howe said. Howe earned his B.S. from Truman State University and his J.D., with distinction, from the University of Iowa College of Law. About Greenberg Traurig's Minneapolis Office: Established in 2019, Greenberg Traurig's Minneapolis office provides clients with an innovative, business-minded perspective along with strong location connections to business, industry and government. The office's core capabilities include commodities and structured finance, restructuring and bankruptcy, corporate trust and structured products litigation, finance and financial services litigation, and agribusiness. About Greenberg Traurig Greenberg Traurig, LLP (GT) -- on the web: http://www.gtlaw.com/, Twitter: @GT_Law -- has more than 2,000 attorneys in 39 offices in the United States, Latin America, Europe, Asia, and the Middle East. GT has been recognized for its philanthropic giving, diversity, and innovation and is consistently among the largest firms in the U.S. on the Law360 400 and among the Top 20 on the Am Law Global 100. [*] Kristin Wigness Joins McGuireWoods' New York Office ------------------------------------------------------- Experienced restructuring lawyer Kristin C. Wigness has joined McGuireWoods as senior counsel in New York, bringing significant in-house acumen advising the Israel Discount Bank of New York. As senior vice president and associate general counsel for the New York-chartered subsidiary of one of Israel's largest commercial banks, Mr. Wigness oversaw all lending matters, including regulatory issues and litigation, credit risk and corporate governance. He also created new bank products and updated bank policies and procedures. Before joining IDBNY, Mr. Wigness was a restructuring partner with two major law firms: Katten Munchin Rosenman and Morgan, Lewis & Bockius, where he led business and finance training for its U.S. offices. His experience includes representing U.S. and foreign banks, financial institutions, real estate lenders and creditor groups, focusing on debtor-in-possession financings, debt and corporate restructurings, complex out-of-court workouts and insolvency proceedings. "We're thrilled to have someone with Kris' varied finance and bankruptcy knowledge join McGuireWoods," said Scott Vaughn, who chairs the firm's Restructuring & Insolvency Department. "He will be an enormous asset to our clients." Wigness is the latest addition to McGuireWoods' New York office, which has welcomed five lateral partners this year, said office managing partner Noreen Kelly. "Kris continues our run of excellent lawyers joining the firm in the nation's financial hub who are making important contributions and adding value to the clients we serve." Mr. Wigness joins a McGuireWoods practice that includes 31 transactional lawyers and litigators with experience in some of the most major restructurings and Chapter 11 cases in recent years. Eighteen McGuireWoods attorneys are included in The Best Lawyers in America for "Bankruptcy and Creditor Debtor Rights/Insolvency." The firm also was honored in three deal categories in 2017's M&A Advisor Turnaround Awards, which recognize top distressed investment and restructuring deals and the firms that handled them. "McGuireWoods' reputation representing financial institutions makes the firm the perfect fit for my restructuring skill-set. I am delighted to serve our clients as a member of this exceptional team," Mr. Wigness said. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***