/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190418.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 18, 2019, Vol. 23, No. 107 Headlines ADIENT US: Moody's Rates $750MM Senior Secured Term Loan 'Ba2' ADS TACTICAL: S&P Ups ICR to B+ on Strong Revenue; Outlook Stable ADVANCE CASE: Case Summary & 20 Largest Unsecured Creditors ADVANTAGE SALES: Moody's Lowers CFR to B3, Outlook Stable ARR INVESTMENTS: U.S. Trustee Unable to Appoint Committee ASSERTIO THERAPEUTICS: S&P Affirms 'B' ICR, Takes Ratings Off UCO BASIM ELHABASHY: Listing Deal with O'Grady Realty Approved BIG JACK: S&P Alters Outlook to Stable on Improving Performance BURKHALTER RIGGING: Committee Taps Lugenbuhl Wheaton as Counsel BURKHALTER RIGGING: Committee Taps Stout as Financial Advisor BV RESTAURANT: U.S. Trustee Unable to Appoint Committee CALIFORNIA PALMS: Pender Capital Prohibits Cash Collateral Use CITIZENS CONSERVATION: Seeks to Hire Caldwell & Riffee as Counsel CLEVELAND-CLIFFS INC: S&P Raises ICR to 'B+' on Strong Cash Flow COASTLINE ELECTRICAL: Taps Roussos & Barnhart as Legal Counsel COORD LLC: Voluntary Chapter 11 Case Summary CREATIVE GLOBAL: U.S. Trustee Forms 5-Member Committee CROSSMARK HOLDINGS: S&P S&P Cuts ICR to 'SD' After Missed Payments CWNEVADA LLC: Case Summary & 10 Unsecured Creditors DEANGELA HARRELL: Alexander Buying Riverside Property for $319K DR. TIMOTHY W. GALLAGHER: Taps Parker & Associates as Counsel EAST HUDSON LEVEL: Case Summary & 20 Largest Unsecured Creditors EASTLAKE INVESTMENTS: $5.7M Sale of New Baltimore Property Approved FLIPDADDY'S LLC: Seeks to Extend Plan Filing Deadline to May 9 GOGO INC: Moody's Alters Outlook on Caa1 CFR to Stable HERITAGE DISPOSAL: Taps Lepant & Lentz as Legal Counsel HUFFERMEN INC: May 14 Hearing on Plan Outline Set HULTGREN CONSTRUCTION: Insurer Buying Back Policy for $2 Million IRAAN GEN. HOSPITAL: Moody's Alters Outlook to Stable J&B HALDEMAN: Voluntary Chapter 11 Case Summary KOI DESIGN: Taps Cohn Handler Sturm as Accountant LK BENNETT USA: U.S. Trustee Forms 3-Member Committee LOUISIANA CONTAINER: Case Summary & 20 Largest Unsecured Creditors MAGAR MAGAR: Trustee Selling Rainier Property to Nelsons for $943K MAYANSA DREAMS: Taps Carrasquillo CPA as Accountant MAYFLOWER COMMUNITIES: Taps DLA Piper as Legal Counsel MERRICK COMPANY: Case Summary & 20 Largest Unsecured Creditors MIDWEST-ST. LOUIS: Case Summary & 7 Unsecured Creditors MIRPLASTICS LLC: Case Summary & 20 Largest Unsecured Creditors MR. STEVEN: SEACOR Marine Buying Vessel for $8.5 Million MUNCHERY INC: Gate Gourmet Buying Assets for $5 Million NEW ENGLAND MOTOR: Taps Donlin Recano as Administrative Advisor NORTHERN DYNASTY: Incurs C$16 Million Net Loss in 2018 OFFICE UPRISING: Taps Kogan Law Firm as Legal Counsel OHIO HOSPICE: Spano Job Discrimination Class Suit Notice Partly OKd ORCHIDS PAPER: U.S. Trustee Forms 5-Member Committee PARK MONROE HOUSING: Seeks Authorization to Use Cash Collateral PARQ HOLDINGS: S&P Cuts ICR to CCC on Operational Underperformance PIKE CORP: S&P Alters Outlook to Stable, Affirms 'B' ICR PRECIPIO INC: Incurs $15.7 Million Net Loss in 2018 PRESSURE BIOSCIENCES: Reports $23.5 Million Net Loss for 2018 QUANTUM CORP: Agrees to Settle Derivative Suit Pending in Calif. QUEST PATENT: Incurs $2.11 Million Net Loss in 2018 REGENCY PARK: Sarah Singh Objects to Disclosure Statement RMWM PARTNERS: Unsecured Creditors to Get Full Payment S&S FOREST CITY: Case Summary & 4 Unsecured Creditors SAM KANE BEEF: Seeks Authorization to Use Cash Collateral SAMSON OIL: Secures New $33.5-Mil. Debt Facility from AEP I FINCO SCHULTE PROPERTIES: Ditech Objects to Disclosure Statement SCHULTE PROPERTIES: JPMorgan Objects to Disclosure Statement SEQUA CORP: Moody's Alters Outlook on Caa1 CFR to Negative SHARING ECONOMY: Widens Net Loss to $42.1 Million in 2018 SILVERADO STAGES: May 21 Hearing on Disclosure Statement SMGR LLC: Taps LomanginoCRE as Real Estate Broker SOUTHFRESH AQUACULTURE: Taps Maynard Cooper as Legal Counsel SPECIALTY RETAIL: Halcyon Buying Visa/MasterCard Claim for $2.2M ST. JUDE NURSING: $975K Sale of All Assets to Livonia SNF Approved STEVEN BOYUM: Janke Buying Jackson County Property for $623K SUGARLOAF HOLDINGS: Court Awards Appraiser $22.5K as Compensation TM VILLAGE: Proposes Auction of Raw Land and Office Building TSC SNOWDEN: Files Chapter 11 Plan of Liquidation TWITTER INC: S&P Withdraws Unsolicited 'BB-' Issuer Credit Rating UNISON CONSTRUCTION: Files for Bankruptcy in Vancouver WAFTA PROPERTIES: Voluntary Chapter 11 Case Summary WAGGONER CATTLE: Rabo Disputes Lone Star Sr. Lien Contention WILLIAM THOMAS: Court Tosses Objections to CCO, TBI Claims WPB HOSPITALITY: Frisco Buying Denver Property for $6 Million [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* ADIENT US: Moody's Rates $750MM Senior Secured Term Loan 'Ba2' -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Adient US LLC's proposed $750 million senior secured term loan and a Ba2 rating to the company's proposed $750 million senior secured note. Adient US LLC is a U.S. holding and operating company of Adient Global Holdings Ltd's. In a related action Moody's affirmed Adient's Corporate Family Rating and Probability of Default Rating at B2, and B2-PD, respectively; Adient's existing senior secured ratings at Ba2; senior unsecured ratings at B3; and Speculative Grade Liquidity Rating at SGL-3. The rating outlook remains negative. The proposed $1.5 billion of new senior secured debt along with a proposed $1.25 billion asset based revolving credit facility will be used to refinance the existing $1.2 billion senior secured term facility and $1.5 billion senior secured revolving credit facility, respectively, and add approximately $345 million of cash to Adient's balance sheet. The proposed senior secured term loan facility and senior secured note will not have financial maintenance covenants. The proposed $1.25 billion asset based revolving credit facility will have a springing minimum Fixed Charge Coverage Ratio of 1.0x under the ABL facility when Global Availability is less than the greater (i) 10.0% of the lesser of the Aggregate Line Cap or (ii) $100 million. The proposed transaction is a credit positive as it provides additional liquidity to Adient's balance sheet, provides additional operating flexibility through the elimination of the financial maintenance covenants under the existing bank credit facilities since that debt will be repaid, and extends debt maturities. While the new asset based revolving credit facility will have a springing fixed charge ratio test, Moody's believes that the springing trigger is unlikely to occur over the next 12-15 months. The transaction pushes the term loan maturity date to 2024 from the exiting term loan 2021 maturity, alleviating potential refinancing pressure over the next three years as the company restructures its operations to address excess costs and execution challenges related to the company's high level of launches through 2019. The following ratings were assigned: Adient US LLC: $750 million senior secured term loan, Ba2 (LGD2); $750 million senior secured note, Ba2 (LGD2). Rating outlook: Negative The following ratings were affirmed: Adient Global Holdings Ltd: Corporate Family Rating, at B2; Probability of Default, at B2-PD; Speculative Grade Liquidity Rating, at SGL-3; $1.5 billion existing senior secured revolving credit facility due 2021, at Ba2 (LGD2); $1.2 billion (remaining amount) existing senior secured term loan facility due 2021, at Ba2 (LGD2); Euro dollar guaranteed senior unsecured notes due 2024, at B3 (LGD5, from LGD5); U.S. dollar guaranteed senior unsecured notes due 2026, at B3 (LGD5, from LGD5). Rating outlook: Negative The proposed $1.25 billion asset based revolving credit facility is unrated by Moody's. The ratings on the existing senior secured revolving credit and senior secured term loan facilities will be withdrawn upon the successful completion of the transaction. RATINGS RATIONALE Moody's is affirming Adient's B2 CFR because gross leverage is increasing modestly and the time and significant effort to overcome the company's product launch challenges remain despite the improvement in operating flexibility afforded by the transaction. The negative rating outlook continues to reflect the challenges to quickly restoring margins to competitive levels and uncertainty over the timing of Adient's operational recovery following the company's recent string of guidance misses. Adient's credit metrics are expected to continue to weaken over the coming quarters as the prior-year second quarter results rolls off the trailing LTM figures. Further, the company is expected to continue to experience excess launch costs supporting timely delivery of automotive manufacturer customer requirement on high levels of new product launches through fiscal 2019. Moody's also believes that over the next 12 -- 15 months LTM free cash flow generation will remain negative with a recovery in Adient's operating performance unlikely until mid-fiscal year 2020. The B2 CFR continues to reflect Adient's position as a leading global supplier of automotive seating and related components, strong regional and customer diversification, longstanding customer relationships, and benefits from realized earnings from unconsolidated affiliates. These positives are balanced with the company's high leverage, operational challenges, negative free cash flow and cyclical automotive end-market demand. Moody's estimates that Adient's debt/EBITDA (inclusive of Moody's adjustments, which exclude equity income from EBITDA) for the LTM period ending December 31, 2018 was 6.8x and will remain elevated through 2019. The ratings nevertheless reflect Moody's view that the operating problems are fixable and that Adient has the capability to improve credit metrics and restore positive free cash flow by fiscal 2021. Further, Moody's forecasts of gradual, albeit weak, improvement in global automotive demand through 2020 could support improving credit metrics. Adient's SGL-3 rating reflects the expectation of adequate, yet improved, liquidity following the refinancing transaction. Liquidity is constrained by Moody's expectation of sizable negative free cash flow but supported by availability under the new $1.25 billion asset based revolving credit facility, cash proceeds from the transaction, and additional covenant cushion provided through the elimination of the financial maintenance covenants under the term loan. The asset based revolving credit facility is estimated to be almost fully available at closing, based on pro forma borrowing base estimates. Cash on hand at December 31, 2018 pro forma for the transaction is approximately $750 million. Moody's continues to believe that Adient's negative cash flow generation will further deteriorate to about 10% of adjusted debt over the next 12 months as the company manages through operational difficulties and global automotive industry conditions soften. Yet, cash on hand is anticipated to be sufficient to fund this cash burn, leaving the asset based revolving credit facility largely unutilized. Adient's EUR200 million accounts receivable transfer and servicing arrangement had $142 million of usage under the program as of December 31, 2018. While not expected, if the company is unable to maintain and extend these receivable programs, additional borrowings under the revolving credit facility would be required to meet liquidity needs. The ratings could be downgraded with the expectation of material deterioration of automotive demand, the loss of or meaningful decline in volume from a major customer, or if the company is unable to demonstrate progress improving operating performance over the next 12 months. A deterioration in liquidity or if Moody's expects weak free cash flow performance to worsen could also lead to a downgrade. An upgrade is unlikely over the next 12 months. However, the ratings could be upgraded if the company demonstrates improved operating performance that leads to an expectation of positive free cash flow generation and a reduction in debt-to-EBITDA below 5x (excluding consideration for equity income from joint ventures). Progress on improving margins and free cash flow could lead to a stable rating outlook. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Adient plc, the publicly-traded parent of Adient Global Holdings Ltd, is one of the world's largest automotive seating suppliers with a leading market position in the Americas, Europe and China, and has longstanding relationships with the largest global original equipment manufacturers (OEMs) in the automotive space. Adient's automotive seating solutions include complete seating systems, frames, mechanisms, foam, head restraints, armrests, trim covers and fabrics. Adient also participates in the automotive seating and interiors market through its joint ventures in China. Revenues for the LTM period ending December 31, 2018 were $17.4 billion. ADS TACTICAL: S&P Ups ICR to B+ on Strong Revenue; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on ADS Tactical Inc. to 'B+' from 'B'. S&P also raised the issue-level rating on the company's senior secured notes to 'B+' from 'B'. The recovery rating remains unchanged at '4', indicating the rating agency's expectation of average recovery (30%-50%, rounded estimate: 35%) in a payment default. The rating action reflects the recent improvement in credit ratios at ADS and S&P's expectation that those ratios are likely to improve over the next few years as revenues grow, margins stay flat, and debt levels decline. S&P expects that free cash flow (including tax distributions to owners) will be flat in 2019, then begin to improve thereafter. In 2019, the rating agency expects debt to EBITDA to decline to 2.8x-3.2x and operating cash flow (OCF) to debt to improve to 8%-12%. The stable outlook reflects S&P's expectations that ADS is likely to see significant near-term revenue growth, with margins flat as product mix shifts to less profitable segments offsets the benefits of operating leverage. Although higher sales will require investments in working capital, the rating agency expects credit metrics to improve over the next 12 months, with debt to EBITDA of 2.8x-3.2x and OCF to debt of 8%-12%. "Although unlikely in the next 12 months, we could lower the rating if OCF to debt remains well below 10% and debt to EBITDA exceeds 4x for a sustained period. This could occur if working capital needs are higher than we expect or earnings deteriorate due to increasing costs. Although less likely, it could occur if the company increase debt to fund substantial discretionary shareholder distributions," S&P said. "We could raise our ratings over the next 12 months if OCF to debt exceeds 15% and debt to EBITDA falls to less than 3x for a sustained period. This could occur if the company is able to reduce the working capital investment needed to support sales growth and uses this extra cash flow to reduce debt. In addition, management would have to limit discretionary dividends to its shareholders and commit to maintain credit ratios at or better than these levels," S&P said. ADVANCE CASE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Advance Case Parts, Inc. 12489 NW 44th St. Coral Springs, FL 33065 Business Description: Advance Case Parts, Inc. -- www.advancecaseparts.com -- specializes in service and repair of all supermarket or foodservice equipment. The Company serves the Southeastern part of the United States as well as the Caribbean, South & Central America. Chapter 11 Petition Date: April 16, 2019 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Case No.: 19-14930 Judge: Hon. Raymond B. Ray Debtor's Counsel: Eyal Berger, Esq. AKERMAN LLP 350 E Las Olas Blvd #1600 Ft Lauderdale, FL 33301 Tel: 954.463.2700 E-mail: eyal.berger@akerman.com - and - Catherine Douglas Kretzschmar, Esq. AKERMAN LLP 350 E Las Olas Blvd # 1600 Fort Lauderdale, FL 33301 Tel: 954-468-2450 Fax: 954-463-2224 E-mail: catherine.kretzschmar@akerman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul Podhurst, president/CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb19-14930_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb19-14930.pdf ADVANTAGE SALES: Moody's Lowers CFR to B3, Outlook Stable --------------------------------------------------------- Moody's Investors Service downgraded the ratings of Advantage Sales & Marketing Inc.. The ratings downgraded include: Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD, first lien bank credit facilities to B2 from B1 and second lien term loan to Caa2 from Caa1. The rating outlook is stable. This action concludes the review for downgrade initiated on January 16, 2019. The downgrade reflects Moody's expectations that debt/EBITDA and free cash flow to debt will remain more consistent with a B3 rating given industry headwinds and margin pressures. It also acknowledges Moody's view that Advantage's interest expense will increase when it seeks to refinance its significant 2021 debt maturities reducing its level of free cash flow. Moody's forecasts that in 2019 Advantage will show modest revenue and EBITDA growth as it anniversaries some of the pressures it experienced in 2018, successfully on-boards new business wins and achieves cost synergies related to the Daymon acquisition. However, Advantage's EBITDA margins will remain well below historic levels -- primarily due to the nex mix of revenues following the Daymon acquisition-- and the improvement will not be enough for Advantage to bring its credit metrics to levels that are supportive of a B2 rating. Downgrades: Issuer: Advantage Sales & Marketing Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured First Lien Revolving Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured First Lien Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured Second Lien Term Loan, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Advantage Sales & Marketing Inc. Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Advantage's B3 CFR reflects the elevated financial risk associated with its high debt level of $3.2 billion given its financial sponsor ownership and history of financing acquisitions with debt including its willingness to raise debt for identified acquisitions before executing any purchase agreements. Advantage's high debt levels when combined with the organic revenue and EBITDA declines experienced in 2018 and Moody's forecasts for a modest recovery in 2019 will result in debt/EBITDA remaining between 6.5x and 7.25x over the next twelve months. The rating also acknowledges that Moody's expects Advantage's interest expense will increase when it seeks to refinance its significant 2021 debt maturities. The rating considers Advantage's exposure to the evolving retail and consumer products environment and its moderate degree of customer concentration. However, the rating is supported by Advantage's growth prospects, ability to achieve additional cost synergies related to the Daymon acquisition, and Moody's current expectation that its free cash flow will remain positive even after absorbing a potentially higher interest expense. The rating is also supported by Advantage's market position as the largest sales and marketing agency in the US, its history of high customer retention rates of about 99% and its history of successfully integrating roughly 60 acquisitions since 2014. The stable outlook reflects Moody's expectations for modest improvement in operating results and free cash flow in 2019. It also reflects Advantage's adequate liquidity and ability to withstand an increase in its cost of capital when it seeks to refinance its 2021 debt maturities. Ratings could be upgraded should Advantage's operating performance and financial policy support debt/EBITDA sustained below 6.5x, EBITA/interest expense maintained above 1.75x and free cash flow to debt of 5%. Ratings could be downgraded should Advantage's operating performance decline such that EBITA/interest expense approaches 1.0 time, or free cash flow to debt is maintained below 1%, or liquidity deteriorates. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Advantage Sales & Marketing Inc., headquartered in Irvine, California, is a business solutions provider to consumer products manufacturers and retailers. It provides outsourced sales, marketing and merchandising services primarily in the US and Canada and also in select markets abroad. Advantage is majority owned by Leonard Green & Partners, L.P. and CVC Capital Partners and minority owned by Bain Private Equity and management/other investors. Revenues are about $3.4 billion for the twelve months ended September 30, 2018. ARR INVESTMENTS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of ARR Investments, Inc. and its subsidiaries as of April 15, according to a court docket. About ARR Investments Inc. Arr Investments, Inc. and its subdiaries offer learning centers for infants, toddlers, pre-schoolers and voluntary pre-kindergarten in Orlando, Fla. The learning centers provide computer; labs, dance, yoga and music classes; aerobics; foreign language instruction; school transportation; certified lifeguard and safety instructor for swim lessons and play; and mini-camp breaks and summer camp. Arr Investments and its subsidiaries, ARR Child Care, Inc. and Arista Academy, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. At the time of the filing, each Debtor had estimated assets and liabilities of between $1 million and $10 million. Baker & Hostetler LLP is the Debtors' bankruptcy counsel. ASSERTIO THERAPEUTICS: S&P Affirms 'B' ICR, Takes Ratings Off UCO ----------------------------------------------------------------- S&P Global Ratings affirmed its ratings on Assertio Therapeutics Inc., including its 'B' issuer credit rating, and removed the under criteria observation (UCO) designation. "Our ratings on Assertio reflect our updated expectation that adjusted leverage will generally remain in the 3x to 4x range, lower than our previous expectation of above 5x. This is because, under our updated criteria, we no longer adjust debt for the equity portion of convertible debt, which added an additional half turn of leverage," S&P said. The rating agency also lowered its expectations for future business development because it does not believe the company will be able to execute a large, debt-financed acquisition with the current capital structure. "The negative outlook reflects the company's tight liquidity position given the heavy amortization requirement on its secured loans and the risk to our base case that the company will be able to refinance its debt successfully over the next 12 months. We expect adjusted leverage of about 4x at the end of 2019 and generally remaining in the 3x-4x range in the following years," S&P said. BASIM ELHABASHY: Listing Deal with O'Grady Realty Approved ---------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized Basim Elhabashy's listing agreement with John P. O’Grady Realty, Inc. for the period May 20, 2018 through May 30, 2019 nunc pro tune to May 20, 2018, in connection with the sale of the condominium unit located at 3407 South Ocean Blvd, Unit 4A, Highland Beach, Florida. A hearing on the Motion was held on April 11, 2019. The sale of the Debtor’s condo unit is approved in all respects. The sale of the subject property will be free and clear of all liens, claims, interests or encumbrances of every kind and nature, and such liens, claims, interests or encumbrances, if any, will attach to the proceeds of the sale pending further Order of the Court. After payment of usual and ordinary closing costs, including the Brokers' fees, Independence Title will hold the remaining proceeds of the sale in escrow until such time as the Mortgage Holder, HSBC BANK, USA, NA, as Trustee for Nimura Home Equity Loan, Inc., Asset-Backed Certificates, Series 2006-FM2, the IRS and Clarendon Condominium Associate, Inc., have agreed to the distribution amounts thereof. In the event Secured Creditor, IRS and the Association cannot reach an agreement as to distribution of the proceeds, the Debtor's counsel will notify the Court and request a hearing to resolve the dispute. Basim Elhabashy sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-15440) on May 7, 2018. Jordan L. Rappaport, Esq., serves as counsel to the Debtor. BIG JACK: S&P Alters Outlook to Stable on Improving Performance --------------------------------------------------------------- S&P Global Ratings revised its outlook on Quick service restaurant (QSR) operator Big Jack Holdings LP's to stable from negative. At the same time, S&P affirmed all ratings on the company, including the 'B' issuer credit rating. The outlook revision reflects S&P's expectation that operating performance will continue to strengthen over the coming 12 months leading to a moderate improvement in credit metrics, including adjusted leverage in the low-5x area. The rating agency expects higher revenues and sales leverage will offset commodity and labor cost inflation, resulting in a modest increase in adjusted EBITDA margins in 2019. The outlook revision also reflects S&P's belief that Big Jack's will use menu offerings to drive traffic while efficiently managing cost inflation with menu initiatives and modest price increases, resulting in some EBITDA gains. The stable outlook on Big Jack's reflects S&P's expectation for improved operating performance with positive same-store sales, new unit growth, and profit increases. The rating agency also expects modest free cash flows around $10 million to $15 million and moderately improved credit metrics over the next 12 months. "We could consider a downgrade if credit measures deteriorate, with leverage increasing to more than 6x on a sustained basis. This could occur if the company adopted a more aggressive financial policy that leads to a large debt-funded dividend," S&P said. S&P said it could also lower its ratings if the company were unable to profitably grow its restaurant base resulting in negative same-restaurant sales and EBITDA margins contracting more than 150 bps compared to the rating agency's forecast. "We could raise our ratings if Big Jack's meaningfully builds scale and improves business diversification while continuing to pursue a profitable growth strategy. We would need to believe that, under such a scenario, the company's financial sponsors adopted a more conservative policy such that leverage stays below 5x," S&P said. BURKHALTER RIGGING: Committee Taps Lugenbuhl Wheaton as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Burkhalter Rigging, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as its legal counsel. The firm will advise the committee of its powers and duties in the Chapter 11 cases of Burkhalter and its affiliates; represent the committee in consultations or negotiations concerning matters related to the Debtors' reorganization plan or sale of their assets; analyze claims of creditors; and provide other legal services related to the bankruptcy cases. The firm will be paid at hourly rates for the services of its attorneys and paralegals: Stewart Peck $475 Christopher Caplinger $425 Benjamin Kadden $400 Meredith Grabill $375 Joseph Briggett $350 James Thurman $225 Marissa Lopez $110 Lugenbuhl is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Benjamin W. Kadden, Esq. Lugenbuhl, Wheaton, Peck, Rankin & Hubbard 601 Poydras St., Suite 2775 New Orleans, LA 70130 Phone: 504.568.1990 Fax: 504.310.9195 Email: bkadden@lawla.com 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. Lead Case No. 19-30495) 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. Foley & Lardner LLP, led by Marcus Alan Helt, Esq., is the Debtor's counsel. Dacarba LLC, is the chief restructuring officer. National Transaction Advisors, Inc., is the financial advisor and investment banker. Henry Hobbs Jr., acting U.S. trustee, appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 19, 2019. The committee tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as its legal counsel, and Stout Risius Ross, LLC as its financial advisor. BURKHALTER RIGGING: Committee Taps Stout as Financial Advisor ------------------------------------------------------------- The official committee of unsecured creditors of Burkhalter Rigging, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Stout Risius Ross, LLC as its financial advisor. The firm will assist the committee in analyzing the general financial and business condition of Burkhalter and its affiliates; monitor the Debtors' marketing and sale process; conduct a qualitative analysis of the Debtors' operations, customers, suppliers, principal products and markets; review the Debtors' business plan; assist with the claims resolution process; and provide other financial advisory services to the committee related to the Debtors' Chapter 11 cases. The firm's hourly rates are: Managing Directors $370 - 750 Directors/Vice Presidents $300 - 660 Managers and Sr. Managers $155 - 425 Associates $160 - 350 Analysts $130 - 275 Paraprofessionals $75 - $105 The professionals expected to provide the services are: John Baumgartner Managing Director $520 per hour Todd Parsapour Managing Director $575 per hour Ramiro Balladares Manager $300 per hour Hayden Hill Associate $245 per hour Stout Risius is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: John Baumgartner Stout Risius Ross, LLC 1000 Main, Suite 3200 Houston, TX 77002 Telephone: +1.713.221.5149 Mobile: +1.832.423.6711 Email: jbaumgartner@stout.com 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. Lead Case No. 19-30495) 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 counsel. Dacarba LLC, as chief restructuring officer. National Transaction Advisors, Inc., as financial advisor and investment banker. Henry Hobbs Jr., acting U.S. trustee, appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 19, 2019. The committee tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as its legal counsel, and Stout Risius Ross, LLC as its financial advisor. BV RESTAURANT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of BV Restaurant, Inc. as of April 15, according to a court docket. About BV Restaurant Based in Saint Paul, Minn., BV Restaurant, Inc. specializes in traditional Cambodian cuisine as well as Chinese classics. It conducts business under the name Cheng Heng Restaurant. BV Restaurant filed a voluntary chapter 11 petition (Bankr. D. Minn. Case No. 19-30675) on March 14, 2019. The Debtor tapped Steven Nosek, Esq., and Yvonne Doose, Esq., as its bankruptcy attorneys. CALIFORNIA PALMS: Pender Capital Prohibits Cash Collateral Use -------------------------------------------------------------- Pender Capital Asset Based Lending Fund I, L.P. requests the U.S. Bankruptcy Court for the Northern District of Ohio to prohibit California Palms, LLC's use of cash collateral. Pender Capital is the Debtor's sole secured creditor. The only unsecured creditors are: (i) utilities providers (who are supposed to be paid by Debtor's affiliated lessee, California Palms Addiction Recovery Campus, Inc.) and (ii) two attorneys who jointly represent Debtor, Sebastian Rucci, and CaliParc in the state court foreclosure action styled as California Palms, LLC, et al. v. Pender Capital Asset Based Lending Fund I, LP, et al., Case No: 2018-cv-01015, pending in the Mahoning County Common Pleas Court, Mahoning County, Ohio. Pender Capital contends that the Debtor owns a single real estate asset that it does not operate and filed this Chapter 11 case to avoid imminent entry of an Agreed Judgment and Decree of Foreclosure and Stipulated Order Appointing Receiver by the State Court in the Foreclosure Action. The Debtor itself initiated the Foreclosure Action, alleging that Pender Capital had not fully funded its $4 million loan. Following extended litigation, the Debtor, Rucci and CaliParc, entered into the Settlement Agreement, whereby the Parties released all claims against Pender Capital as Nov. 8, 2018. When they signed the Settlement Agreement, Debtor, Rucci, and CaliParc also executed that certain Agreement and Acknowledgement. The Acknowledgment confirms the (i) execution, authenticity, validity, and enforceability of the Note, Mortgage, and Guaranty; (ii) the lien priority of the Mortgage; and (iii) the validity of the $4 million indebtedness evidenced by the Note, among other things. Pursuant to the Mortgage, Pender Capital has all right, title, and interest in "the Leases, including Debtor's right, power and authority to modify the terms of any such Lease, or extend or terminate any such Lease. It is the intention of Debtor to establish a present, absolute and irrevocable transfer and assignment of the Lease to be immediately effective and to constitute an absolute present assignment and not an assignment for security only." Additionally, the Mortgage provides that "Debtor absolutely and unconditionally assigns and transfers to Pender Capital all Rents." By the time the Chapter 11 Petition had been filed, any and all claims that Debtor, Rucci or CaliParc may have had against Pender Capital had been resolved for several months. The Debtor acknowledged that the Note indebtedness is valid and enforceable, and that the Loan Documents (including the lien of the Mortgage) are valid and enforceable. As a result, any rents or other cash collateral held or received by Debtor, whether paid by CaliParc or any other tenant, cannot be used by Debtor without taking the steps to obtain authority to use cash collateral and otherwise comply with the requirements of the Bankruptcy Code related to the use of cash collateral. However, to date, the Debtor has not filed a motion with the Court requesting the authority to use cash collateral, and the Court has not issued any orders authorizing the use of cash collateral. Also, the Debtor has not sought Pender Capital's consent to use its cash collateral. Pursuant to that certain Note, and as acknowledged by Debtor, Pender Capital is owed not less than the principal amount of $4 million. In addition, attorneys' fees, property protection advances and costs to be expended until paid in full, along with interest at the rate of 22% per annum (equal to $2,444.44 per diem) from and after Oct. 1, 2018, continue to accrue. Pender Capital believes that the Debtor receives rents from CaliParc or other tenants at the Mortgaged Property. Pender Capital also believes the Debtor's only sources of cash, if any, are the rents paid for use of the Mortgaged Property, which are subject to Pender Capital's liens and security interests. As verified by Debtor's Plan, CaliParc (not Debtor) is the sole entity who will receive the actual revenues derived from patient and healthcare-related activities at the Mortgaged Property. The Debtor's income is based entirely on rental payments made by CaliParc. Under the Lease, the Debtor is only entitled to $600,000 annually in gross rental payments from its affiliate CaliParc. The Debtor's Petition and Plan indicate that Debtor currently has no cash and is not collecting rent from CaliParc at all. The Mahoning County Auditor's valuation places the land value at $393,350 and the improvements value at $1,815,680, for a total value of $2,209,030, while Pender Capital holds a debt of well over $4 million. Therefore, Pender Capital is not adequately protected by its security interest in the Mortgaged Property alone, and also because the Debtor cannot provide adequate protection and has not requested the consent of Pender Capital for the use of its cash collateral. About California Palms California Palms, LLC, is an Ohio limited liability company that operates residential mental health and substance abuse facilities. California Palms filed a Chapter 11 petition (Bankr. Case No. 19-40267) on Feb. 27, 2019. In the petition signed by Sebastian Rucci, managing member, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge John P. Gustafson. The Debtor is represented by Sebastian Rucci, Esq. at the Law Office of Sebastian Rucci. CITIZENS CONSERVATION: Seeks to Hire Caldwell & Riffee as Counsel ----------------------------------------------------------------- Citizens Conservation Corps Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Caldwell & Riffee as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor of its rights, power and duties; b. prepare schedules and statement of financial affairs; c. investigate all avoidance actions; and d. advise the Debtor regarding the sale of its property. Joseph Caldwell, Esq., and John Balenovich, Esq., the attorneys who will be handling the Debtor's bankruptcy case, will charge $310 per hour and $195 per hour, respectively. Caldwell & Riffee will receive reimbursement for work-related expenses incurred. Mr. Caldwell, a partner at Caldwell & Riffee, assured the court that his 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. Caldwell & Riffee can be reached at: Joseph W. Caldwell, Esq. ohn J. Balenovich, Esq. Caldwell & Riffee 3818 MacCorkle Avenue, SE Charleston, WV 25364 Tel: (304) 925-2100 Fax: (304) 925-2193 E-mail jcaldwell@caldwellandriffee.com About Citizens Conservation Corps Citizens Conservation Corps Inc. implements projects and programs that aim to strengthen and revitalize communities, and that provide self-esteem, educational enhancements and employment opportunities through meaningful work experiences for both youth and adults. Based in Beckley, W.Va., Citizens Conservation Corps filed a voluntary Chapter 11 petition (Bankr. S.D.W.V. Case No. 19-50058) on April 3, 2019. Joseph W. Caldwell, Esq., at Caldwell & Riffee, represents the Debtor as counsel. CLEVELAND-CLIFFS INC: S&P Raises ICR to 'B+' on Strong Cash Flow ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Cleveland-based iron ore producer Cleveland-Cliffs Inc. to 'B+' from 'B'. At the same time, S&P raised the issue-level ratings on Cleveland-Cliffs' $392 million in senior secured notes due in 2024 to 'BB' from 'BB-', the various senior unsecured guaranteed notes to 'B+' from 'B', and the senior unsecured nonguaranteed debt to 'B-' from 'CCC+'. Cleveland-Cliffs continues to benefit from elevated iron ore prices, and S&P anticipates the company's Port of Toledo hot briquette iron (HBI) plant will contribute incremental gross profit starting in 2020. In addition, the rating agency has increased its iron ore price assumption for the rest of 2019 by $10 to $75 per dry metric ton (dmt). The upgrade reflects S&P's expectation that adjusted leverage will remain below 4x over the next 12-24 months. During the first quarter of 2019, average iron ore spot prices were about $8 above S&P's $75 per dmt price assumption for the year, and elevated prices could hold above the rating agency's price assumption given concerns related to supply-side disruptions. Moving into 2020, S&P expects the ramp-up of the HBI plant to offset slightly lower external pellet sales by introducing a product with significantly higher contribution margins. S&P said this will allow the company to maintain credit measures consistent with the rating, despite the rating agency's assumption of continued softening in iron ore prices. The stable outlook on Cleveland-Cliffs reflects S&P's expectation that leverage will remain 3x-4x over the next year. The rating agency expects this to be supported by iron ore prices above $75 per dmt, and assuming limited cost overruns associated with the new HBI plant. "We could lower our rating on Cleveland-Cliffs if leverage rises above 4x or EBITDA margins dip below 25%. This could happen if there is a sharp decrease in iron ore demand, which would depress prices and narrow margins. We may also lower ratings if the HBI expansion runs over budget or is extended and is supported by additional debt issuance," S&P said. "Given our expectations for elevated capital spending and declining iron ore prices, an upgrade is less likely over the next year. Nonetheless, we could raise our ratings if Cliffs decreases its adjusted leverage below 3x, particularly if its discretionary cash flow (cash flow from operations less capital spending and dividends) is positive and the HBI plant expansion remains on track," S&P said. This could happen if iron prices remain elevated and management uses the company's excess cash flow to prepay its upcoming maturities, according to the rating agency. Cleveland-Cliffs supplies iron ore pellets to North American blast furnace steel producers. The company produces iron ore from four mines (operating near full capacity) and pellet plants located in Michigan and Minnesota. For 2018, Cliffs sold over 20 million tons of iron ore, and had about 1 billion tons of proven mineral reserves. COASTLINE ELECTRICAL: Taps Roussos & Barnhart as Legal Counsel -------------------------------------------------------------- Coastline Electrical Services, Inc., received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Roussos & Barnhart, PLC, as its legal counsel. The firm will assist the Debtor in the preparation of a bankruptcy plan; investigate the existence of other assets of its estate and take legal actions to have the assets turned over to the estate; and provide other services in connection with its Chapter 11 case. Roussos received a retainer in the amount of $19,500. The firm's attorneys neither hold nor represent any interest adverse to the interest of the Debtor and its estate, according to court filings. Roussos can be reached through: Kelly Megan Barnhart, Esq. Roussos & Barnhart, PLC 500 E. Plume Street, Suite 503 Norfolk, VA 23510 Tel: 757-622-9005 Fax: 757-624-9257 Email: barnhart@rgblawfirm.com -- and -- Robert V. Roussos, Esq. Roussos & Barnhart, PLC 500 E. Plume Street, Suite 503 Norfolk, VA 23510 Tel: 757-622-9005 Fax: 757-624-9257 Email: roussos@rgblawfirm.com About Coastline Electrical Services Coastline Electrical Services, Inc. is a full service commercial, industrial, and residential electrical contractor serving the Virginia, North Carolina, Washington D.C., Maryland, Delaware markets. The Company specializes in electrical, plumbing, and fire alarm installation. The Company filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50269) on Feb. 28, 2019. In the petition signed by Eric G. DePiazzy, owner/officer, the Debtor disclosed $1,333,449 in assets and $3,916,510 in liabilities. The case is assigned to Judge Klinette Kindred. The Debtor tapped Roussos & Barnhart, PLC, as counsel. COORD LLC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Coord, LLC dba Health: ELT, LLC 11700 Preston Road Suite 660-211 Dallas, TX 75230 Business Description: Coord, LLC dba Health: ELT -- http://healthelt.com-- provides Medicaid engagement, logistics, and technology services and products that focus on the most significant problems facing health plans: (i) establishing and maintaining contact with difficult-to-find members, (ii) providing the information technology to effectively manage care, cost, and quality, and (iii) developing mobile app solutions to refine the process from top to bottom. Chapter 11 Petition Date: April 16, 2019 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Case No.: 19-31329 Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Gerrit M. Pronske, Esq. PRONSKE & KATHMAN, P.C. 2701 Dallas Parkway, Suite 590 Plano, TX 75093 Tel: (214) 658-6500 Fax: 214-658-6509 E-mail: gpronske@pgkpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Cade L. Havard, CEO. 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/txnb19-31329.pdf CREATIVE GLOBAL: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------ The Office of the U.S. Trustee on April 15 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Creative Global Investment Inc. The committee members are: (1) Shinchul Kang Gukze Geamyung-Ro 109 Samik #A-801, Seoul, Korea Po 04344 Phone: 82-10-9600-0088 Email: ShincKang88@gmail.com (2) Uscom Logistics Inc. Attention: Taekyung Chung, President 19210 S. Vermont Ave., #205 Gardena, CA 90248 Phone: 82-2-3140-8800 Fax: 82-2-3141-7990 Email: tkchung@uscom.net Email: bryon@uscom.net (3) CBS America Attention: Chung J. Park, CEO 2975 Wilshire Blvd., #540 Los Angeles, CA 90010 Phone: 1 (213) 365-9106 Email: kcmusa@gmail.com (4) Grace Min 5645 Bramblewood Road La Canada, CA 91011 Phone: 1 (213) 493-2334 Email: gmin2004@gmail.com (5) Gary J. Kim, Attorney at Law 3731 Wilshire Blvd., #502 Los Angeles, CA 90010 Phone: 1 (213) 427-6262 Fax: 1 (213) 427-6222 Email: GKIM@GJKLAWGROUP@gmail.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Creative Global Investment Creative Global Investment Inc. is a privately held company engaged in financial investment activities. Creative Global Investment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13044) on March 20, 2019. At the time of the filing, the Debtor disclosed $36,691 in assets and $5,388,873 in liabilities. The case has been assigned to Judge Sandra R. Klein. Levene, Neale, Bender, Yoo & Brill LLP is the Debtor's legal counsel. CROSSMARK HOLDINGS: S&P S&P Cuts ICR to 'SD' After Missed Payments ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based CROSSMARK Holdings Inc. to 'SD' (selective default) from 'CC'. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'D' from 'CC' and its issue-level rating on the company's second-lien term loan to 'D' from 'C'. S&P also affirmed its 'CC' issue-level rating on CROSSMARK's senior secured revolving credit facility." The downgrade follows CROSSMARK's missed principal and interest payments on its $425 million first-lien term loan due December 2019 and the missed interest payment on its $90 million (outstanding) second-lien term loan due December 2020. "We affirmed our 'CC' issue-level rating on the company's revolving credit facility due June 2019 based on our understanding that CROSSMARK is still current on all of the obligations (including commitment and letter of credit fees) for this facility. We will reevaluate our ratings on the company when it undertakes a restructuring event, which we believe is imminent," S&P said. CWNEVADA LLC: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: CWNEVADA LLC 4145 Ali Baba Lane, Suite A Las Vegas, NV 89146 Business Description: CWNEVADA LLC is a cannabis distributor in Nevada. The Company cultivates its own legal medical marijuana along with 13 other brands in its 30,000 square foot facility. Chapter 11 Petition Date: April 16, 2019 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Case No.: 19-12300 Judge: Hon. Mike K. Nakagawa Debtor's Counsel: Michael D. Mazur, Esq. MAZUR & BROOKS, A P.L.C. 2355 Red Rock St, Ste 100 Las Vegas, NV 89146 Tel: (702) 564 3128 Fax: (702) 564 3175 E-mail: complaint@mazurandbrooks.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brian C. Padgett, manager, BCP Holding 7, LLC, manager of the Debtor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nvb19-12300.pdf List of Debtor's 10 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Department of Taxation Taxes $388,890 555 E. Washington Ave Suite 1300 Las Vegas, NV 89101 2. Internal Revenue Service Taxes Unknown Centralized Insolvency Oper PO Box 21126 Philadelphia, PA 16114-0326 3. Renaissance Blue Diamond LLC $99,105 1245 N Boulder Highway Henderson, NV 89011 4. Unknown Claimants Unknown c/o Luh & Assoc 8987 W Flamingo Road, Ste 100 Las Vegas, NV 89147 5. Dream Steam LLC Contract Dispute Unknown c/o Barret & Matura PC 8925 East Pima Center Pkwy Ste 100 Scottsdale, AZ 85258 6. Jennifer Goldstein Unknown 8913 Briar Bay Drive Las Vegas, Nevada 89131 7. MC Brands LLC Unknown c/o McDonald Carano LP 2300 W Wahara Ave, Ste 1200 8. NuVeda LLC Unknown c/o Wiley Peterson 1050 Indigo Drive, Ste 130 Las Vegas, NV 89145 9. The Cima Group Unknown c/o Humphrey Law PLLC 140 W Liberty Street, Ste 210 Reno, NV 89503 10. Backus Carranza & Burden Unknown 3050 South Durango Drive Las Vegas, NV 89117 DEANGELA HARRELL: Alexander Buying Riverside Property for $319K --------------------------------------------------------------- DeAngela Christin Harrell asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property located 6067 Eleanor Avenue, Riverside California to Lauren Alexander for $318,500, free and clear of all liens, claims, and interests, subject to higher and better offers at the hearing. The Debtor owns the property, a single family residence currently being used as second home. The Property was transferred to her on Jan. 3, 2019 from Lion Industries, LLC, which is a single member LLC owed by the Debtor. The Property is encumbered by a first lien in favor of Arch CBT SPE, LLC in the amount of approximately $295,342. The LLC defaulted on mortgage payments to Secured Creditor about June 2018. Secured Creditor recorded a notice of default and a notice of trustee's sale. The foreclosure sale is scheduled for April 10, 2019. The Debtor commenced its bankruptcy case by filing a voluntary petition under Chapter 13 on Dec. 9, 2018. The intended purpose for the bankruptcy case is for the Debtor to liquidate certain assets and refinance her mortgage on the primary residence. On March 5, 2019, the Debtor accepted an offer to purchase the Property by the Buyer. The parties entered into their Residential Purchase Agreement and Joint Escrow Instructions. The principal terms of agreement are: (1) The purchase price is $318,500. (2) The Buyer has made a deposit of $1,000 into escrow upon execution of the purchase agreement. (3) The loan to Arch CBT SPE, LLC will be paid in the amount of $296,000 plus accrued interests on the closing date. (4) The Property taxes will be paid in the amount to be determined at closing. (5) The Property will be sold "as is, where is" with no warranties or representations of any kind whatsoever. (6) The Escrow is to close 30 days after acceptance and upon the Court's approval. The proposed sale will payout the first lien holder, Arch CBT SPE in full from the proceeds of sale in the amount of $318,500. By the Motion, the Debtor proposes that it be authorized to pay the following additional amounts to the following entities through escrow (1) estimated administrative expenses of $19,110 subject to the Court's approval of application for employment of real estate broker. The Property is currently a financial burden to the Estate. The Debtor submits that the proposed sale is in the best interest of her estate and her creditors because the proposed sale will result in payoff of one of the Debtor's most significant creditors, (Arch CBT SPE) after the payment of all amounts required to be paid to brokers, taxing authorities and closing costs in connection with the sale of the Property. A hearing on the Motion is set for April 11, 2019 at 1:30 p.m. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/DeAngela_Harrell_71_Sales.pdf About DeAngela Christin Harrell DeAngela Christin Harrell owns a commercial property currently being used as religious facility andcommercial/office space located at 24556 Eucalyptus Avenue, Moreno Valley CA, that is leased to tenant, Adam Villarreal of the Zion Worship Center. The property was transferred to Harrell on Jan. 3, 2019, from Lion Industries LLC, which is a single member LLC owed by Harrell. The Property is encumbered by a first lien in favor of NPI Debt Fund II in the amount of approximately $1,315,513. The LLC defaulted on mortgage payments to Secured Creditor on or about June 2018. Secured creditor recorded a notice of default and a notice of trustee's sale. The foreclosure sale was scheduled for Jan. 3, 2019. The Debtor commenced its bankruptcy case by filing a voluntary petition under Chapter 13 of 11 U.S.C. Sec. 101 et seq. on Dec. 29, 2018, which case was subsequently converted to a Chapter 11 case. The intended purpose for the bankruptcy case is for the Debtor to liquidate certain assets and refinance her mortgage on the primary residence. The Chapter 11 case is DeAngela Christin Harrell (Bankr. C.D. Cal. Case No. 18-20802). The Debtor's attorneys: Kevin Tang Esq. TANG & ASSOCCIATES, A PLC 18377 Beach Blvd, Suite 211 Huntington Beach, California 92648 Tel: (714) 594-7022 Fax: (714)-594-7024 E-mail: kevin@tang-associates.com DR. TIMOTHY W. GALLAGHER: Taps Parker & Associates as Counsel ------------------------------------------------------------- Dr. Timothy W. Gallagher, D.C., P.C., received approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Parker & Associates as its legal counsel. The firm will advise the Debtor of its rights and duties under the Bankruptcy Code; assist the Debtor in the preparation of a plan of reorganization; review claims of creditors; and provide other legal services related to its Chapter 11 case. Parker & Associates was paid the sum of $2,500 by a third party in connection with its employment. The terms of the employment provide that the third party will pay an additional sum of $7,500 on behalf of the Debtor. The firm and its employees are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Parker & Associates can be reached through: Marques C. Lipton, Esq. Nina M. Parker, Esq. Parker & Associates 10 Converse Place, Suite 201 Winchester, MA 01890 Phone: (781) 729-0005 Email: mlipton@ninaparker.com About Dr. Timothy W. Gallagher Dr. Timothy W. Gallagher, D.C., P.C., owns a chiropractic clinic located in Leominster, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 19-40302) on Feb. 25, 2019. The case is jointly administered with the Chapter 11 case of Timothy W. Gallagher, the Debtor's president (Bankr. D. Mass. Case No. 19-10587). At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Elizabeth D. Katz. The Debtor is represented by Marques C. Lipton, Esq., at Parker & Associates. EAST HUDSON LEVEL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: East Hudson Level Flooring Systems Inc. 7 Central Park Avenue Yonkers, NY 10705 Business Description: East Hudson Level Flooring Systems Inc. is a home improvement services provider based in Yonkers, New York, specializing in cement flooring systems. The Company offers floor coatings, decorative flooring, floor treatments, and floor underlayments services. Chapter 11 Petition Date: April 16, 2019 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 19-22812 Judge: Hon. Robert D. Drain Debtor's Counsel: Robert Leslie Rattet, Esq. RATTET PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Tel: 914-381-7400 Fax: 914-381-7406 E-mail: rrattet@rattetlaw.com Total Assets: $1,360,150 Total Liabilities: $3,295,970 The petition was signed by Margaret DeFeo, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-22812.pdf EASTLAKE INVESTMENTS: $5.7M Sale of New Baltimore Property Approved ------------------------------------------------------------------- Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized Eastlake Investments, LLC's sale of the redemption interest for the property described as Parts of Lots 256 and 257 of Assessor's Plat No. 7, commonly known as 35252-35340 23 Mile Road, New Baltimore, Michigan, County of Macomb Tax ID 06-09-24-101-068, to O.P. Investments Group, LLC, for $5.7 million. The sale is free and clear of all liens, claims, interests, and encumbrances. The 14-day stay under Federal Rule of Bankruptcy Procedure 6004(h) will not apply, and the Order will be effective and enforceable immediately upon entry. Under 11 U.S.C. Section 108, the period within which Eastlake must redeem the Property following the foreclosures by FSB expires April 22, 2019. The closing on the sale of the Property must occur and FSB must be paid in full no later than April 22, 2019. By stipulating to the entry of the Order, FSB is not agreeing to extend the April 22, 2019 deadline for the Property to be redeemed. All liens on the Property will attach to the proceeds of the sale with the same validity, priority, force, and effect, as presently exists. The proceeds from the sale of the Property must be disbursed at closing, including to FSB, in accordance with a closing statement issued by a title insurer and approved by FSB prior to closing, subject to the terms of the Order. The proceeds from the sale must be disbursed to FSB at closing in the following amounts: a. First Mortgage - the principal amount of $1,492,884, plus accrued interest through April 11, 2019 in the amount of $205,375, plus attorney fees through April 9, 2016 in the amount of $25,389, plus daily interest from April 11, 2019 in the amount of $726 per day; FSB must also be paid such additional attorney fees at closing, subject to the agreement of the Debtor and Eastlake, as are incurred by FSB between April 9, 2019 and closing. If and to the extent that the Debtor and Eastlake do not agree on the amount of the additional attorney fees incurred between April 9, 2019 and closing, those attorney fees may not be disbursed to FSB at closing and must instead be deposited and held as part of the net sale proceeds as provided for in the Order, until further order of the Court. Any dispute concerning the amount of attorney fees incurred by FSB between April 9, 2019 and closing will not prevent the closing of the sale of the Property under the Order; b. Second Mortgage - the redemption amount of $1,052,300 plus daily interest from April 11, 2019 in the amount of $204 per day; and c. Third Mortgage - the redemption amount of $347,427 plus daily interest from April 11, 2019 in the amount of $73.41 per day. Any resulting net proceeds from the sale and the balance of escrowed rents held by FSB must be delivered by check to the Office of Brett Border at 24725 West 12 Mile Road Suite 110, Southfield, Michigan 48034, and must be deposited in an Interest on Lawyers Trust Account and be held in trust by Eastlake's attorney, Brett Border, until further order of the Court, as provided for in a confirmed Chapter 11 plan, or as provided for in the Order filed on April 3, 2019, which resulted from the stipulation between Eastlake and Citizens Bank, N.A., except that Eastlake must pay to the United States Trustee the appropriate sums required under 28 U.S.C Section 1930(a)(6) from the net proceeds of the sale, and Eastlake must continue to pay such sums until the case is converted or closed. About Eastlake Investments Eastlake Investments LLC, based in Walled Lake, MI, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-42309) on Feb. 19, 2019. In the petition signed by Jimmy Danou, sole member, the Debtor estimated $10 million to $50 million in assets and $100,000 to $500,000 in liabilities. The Hon. Thomas J. Tucker oversees the case. Brett Border, Esq., at Border Law PLLC, serves as bankruptcy counsel to the Debtor. FLIPDADDY'S LLC: Seeks to Extend Plan Filing Deadline to May 9 -------------------------------------------------------------- Flipdaddy's, LLC asked the U.S. Bankruptcy Court for the Southern District of Ohio to extend the deadline for filing its Chapter 11 plan to May 9. The extension, if granted by the court, would give the company more time to complete its negotiations with creditors on the terms of the plan. The company expects the negotiations to be completed within 30 days. Flipdaddy's believes there will be enough funds to implement the plan, saying the contribution agreement and backstop commitment agreement will provide the company with sufficient funding resources. About Flipdaddy's LLC Flipdaddy's, LLC, which conducts business under the name Flipdaddy's Brillant Burgers and Craft Beer Bar, is a restaurant group with four locations in Ohio and Kentucky. Its menu includes salads, paninis, burgers and beers. The company was founded in 2010. Flipdaddy's filed a voluntary Chapter 11 petition (Bankr. S.D. Ohio Case No. 18-14408) on Dec. 6, 2018. In the petition signed by Thomas Sacco, chief executive officer, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Jeffery P. Hopkins is the case judge. Diller and Rice, LLC is the Debtor's bankruptcy counsel. GOGO INC: Moody's Alters Outlook on Caa1 CFR to Stable ------------------------------------------------------ Moody's Investors Service changed the outlook on Gogo Inc. to stable from negative. Concurrently, Moody's has affirmed Gogo's corporate family rating at Caa1, probability of default rating (PDR) at Caa1-PD and assigned a B3 rating to Gogo's recently announced $900 million senior secured 1st lien notes to be issued by Gogo Intermediate Holdings LLC. These will be used to repay the $162 million of convertible notes coming due March 2020 and the $690 million of existing senior secured 1st lien notes due 2022. The B2 rating on the existing 1st lien notes remains unchanged and will be withdrawn upon redemption. Moody's has also affirmed Gogo's speculative grade liquidity rating of SGL-3. Assignments: Issuer: Gogo Intermediate Holdings LLC Gtd. Senior Secured 1st lien notes, Assigned B3 (LGD3) Outlook Actions: Issuer: Gogo Inc. Outlook, Changed To Stable From Negative Issuer: Gogo Intermediate Holdings LLC Outlook, Changed To Stable From Negative Affirmations: Issuer: Gogo Inc. Probability of Default Rating, Affirmed Caa1-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed Caa1 RATINGS RATIONALE The change of outlook to stable reflects the improvement in Gogo's liquidity following the proposed refinancing and in particular the repayment of the outstanding convertible notes due March 2020. Despite the improvement in liquidity, Gogo's Caa1 CFR remains warranted given the company's high leverage which Moody's expects at around 9.9x (Moody's adjusted debt/EBITDA) by end 2019 along with the continued need for Gogo to invest heavily in technology and equipment installs to pursue its growth ambitions outside of North America. Gogo's Caa1 also reflects the company's small scale relative to other players in the wider telecommunications industry as well as the highly competitive environment it operates in. The company's Caa1 CFR also reflects Gogo's strong North American market position as well as the overall demand for in-flight connectivity from passengers which reinforces Gogo's position as a relevant partner to major airlines. As part of the refinancing announcement, Gogo reported an expected Q1 2019 EBITDA range of $35 to $38 million which is ahead of expectation given the company's guidance for a full-year 2019 EBITDA in the $75-$95 million range. Despite the improvement, Moody's still forecasts negative free cash flow (of around minus $110 million) for 2019 as the company continues to grow its installed airplane base, driving the need for a high capex spend. Gogo's SGL-3 short-term liquidity rating indicates Moody's expectation that the company will sustain adequate liquidity through the next 12 to 18 months supported by a cash balance of $188 million at March 31, 2019 as well as a new $30 million ABL put in place at the same time as the new senior secured notes. Against these liquidity sources, Moody's expects negative free cash flow of at least $100 million over the next 12 months. The SGL-3 also reflects the improved maturity profile of the company's debt structure following the proposed refinancing. The B3 rating on the new senior secured notes, one notch above Gogo's Caa1 CFR reflects their relative ranking in the company's capital structure, ahead of $238 million of convertible notes due 2022. The Caa1-PD PDR, at the same level of the CFR, reflects an assumption of a 50% recovery rate. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectations that Gogo's Moody's adjusted leverage will decrease to around 9.9x by the end of 2019 from 12.8x at December 31, 2019. WHAT COULD CHANGE THE RATING UP/DOWN Given the high leverage expected through 2019 and continued negative free cash flow, an upgrade is unlikely in the short term. However, upward rating pressure could ensue if Gogo were on a path towards sustainable free cash flow generation. Downward rating pressure could develop should revenue and EBITDA fail to meet the company's guidance leading to a deterioration in leverage. Additionally, debt financed acquisitions and investments which result in a deterioration in cash flow or a material increase in leverage could result in a downgrade. HERITAGE DISPOSAL: Taps Lepant & Lentz as Legal Counsel ------------------------------------------------------- Heritage Disposal And Storage, LLC received approval from the U.S. Bankruptcy Court for the District of Nebraska to hire Lepant & Lentz, PC, LLO, as its legal counsel. The firm will advise the Debtor of its powers and duties in the reorganization or liquidation of its business; negotiate with its creditors; represent the Debtor in adversary proceedings; and provide other legal services in connection with its Chapter 11 case. John Lentz, Esq., at Lepant & Lentz, disclosed in court filings that he and his firm do not hold any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: John A. Lentz, Esq. Lepant & Lentz, PC, LLO 601 Old Cheney Rd., Ste. B Lincoln, NE 68512 Tel: (402) 421-9676 Email: john@lepantandlentz.com About Heritage Disposal and Storage Heritage Disposal and Storage, LLC -- http://www.heritagedisposalandstorage.com/-- is a civilian owned facility in the United States dedicated to the storage desentizing, neutralization, disposal and recycling of Ammunition and Explosives (A&E) and derivative materials using an EPA compliant Closed System Thermal Treatment process. Founded in 2003, the company offers complete services including receipt, inventory, accountability, documentation, security, storage, recycling and disposal. Located at the former Cornhusker Army Ammunition Plant, Grand Island, Nebraska, the Company's 900 acre facility is currently licensed and certified by the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) and the State of Nebraska. Heritage Disposal and Storage sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 19-40297) on Feb. 27, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Thomas L. Saladino. Lepant & Lentz, PC, LLO, is the Debtor's legal counsel. HUFFERMEN INC: May 14 Hearing on Plan Outline Set ------------------------------------------------- Bankruptcy Judge Madeleine C. Wanslee will convene a hearing on May 14, 2019, at 10:00 a.m. to consider approval of Huffermen, Inc.’s disclosure statement referring to its chapter 11 plan. Objections to the approval of the disclosure statement must be filed by May 7, 2019. The Troubled Company Reporter previously reported that Huffermen's plan will be funded by its operations and Excess Cash Flow. A full-text copy of the Disclosure Statement dated March 27, 2019, is available at http://tinyurl.com/y22tlqxyfrom PacerMonitor.com at no charge. About Huffermen Inc. Huffermen, Inc., is in the business of plastic bottle manufacturing and advertising specialties printing and has been in operation since 2000. Huffermen is owned and operated by Ross Dodson and Eric Miller. Mr. Dodson owns 75% of the outstanding shares in Huffermen and Mr. Miller owns the remaining shares. Huffermen, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-14369) on Nov. 26, 2018. In the petition signed by Ross Dodson, president, the Debtor estimated assets and liabilities of $500,000 to $1 million. Keery McCue, PLLC, is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HULTGREN CONSTRUCTION: Insurer Buying Back Policy for $2 Million ---------------------------------------------------------------- Hultgren Construction, LLC, asks the U.S. Bankruptcy Court for the District of South Dakota to authorize the sale of commercial excess liability and Bis-Pak insurance policy, policy number X87409, for policy period Jan. 20, 2016 through Jan. 20, 2017, back to its insurer, Acuity, a Mutual Insurance Company, for $2 million. Prior to filing, the Debtor was a named defendant in four lawsuits, alleging damages stemming from the collapse of a building on Dec. 2, 2016 in Sioux Falls, South Dakota. The Debtor was performing construction work on said building and the Lawsuits allege numerous causes of action based upon its alleged negligence. Acuity issued the Policy. The Policy provides coverage for bodily injury, property damage, or personal and advertising injury on a claims made basis. The underlying liability limit on the Policy is $1 million, and the excess liability limit is an additional $1 million. The total amount of insurance proceeds available under the Policy is $2 million. Acuity is providing a defense to the Debtor and to Aaron Hultgren (in his capacity as a member of the Debtor) in the Lawsuits under a reservation of rights. The Debtor, the Members, and Acuity have reached a settlement agreement, filed contemporaneously with the Motion, in order to resolve coverage disputes regarding the Policy and to provide speedy and equitable recovery for all creditors. The Settlement Agreement's effectiveness is conditioned on the Court's approval of Hultgren Construction, LLC's First Modified Plan Dated Feb. 28, 2019. The Debtor's interest in the Policy proceeds its estate's most valuable asset. That interest, however, is subject to the rights of the Policy’s other insureds, specifically Aaron Hultgren and the other Members' rights. Thus, absent a settlement with Acuity and the Members or a final judgment in the Lawsuits, Acuity would have no obligation to provide payment to the Debtor's creditors under the Policy. The Settlement Agreement, therefore, offers a mechanism for the Debtor to liquidate its interest in the Policy proceeds and to provide for equitable distribution of those proceeds amongst its creditors (rather than the proceeds going solely to the first claimant to obtain a judgment against the Debtor). The Members are also insureds under the Policy, with respect to their conduct of the Debtor's business. Any potential sale of the Policy to the Debtor would result in the Members' forfeiting their rights under the Policy. Further, the Members are entitled to indemnification from the Debtor for claims related to their conduct as members of the Debtor. Thus, the Members are surrendering significant rights, including the right of insurance coverage, by agreeing to the Settlement Agreement's terms. The Members do so in order to provide a substantial contribution to the Debtor's estate, in exchange for the releases of liability of the Members in the Plan. Although Acuity has provided defense costs to the Debtor and Aaron Hultgren under the Policy, it has reserved its right to contest coverage, including the right to deny coverage for losses not covered by the Policy, or losses subject to any conditions, limitations, terms, and provisions in the Policy. Additionally, absent a final judgment in the Lawsuits, Acuity has no obligation to pay to the Debtor any Policy proceeds. Acuity also supports the Settlement Agreement in an effort to avoid the time, expense, and anguish of litigation for all parties and to provide a fair and equitable distribution of the Policy proceeds to the Debtor's creditors. As contemplated in Plan Section 5.3, the Debtor, the Members, and Acuity desire to resolve all disputes related to coverage under the Policy by executing the Settlement Agreement. Pursuant to the Settlement Agreement's terms, Acuity will purchase, or buyback, the Policy from the Debtor in exchange for Acuity’s payment of $2 million to the Debtor. Acuity will be considered to own the Policy free and clear and will have no further obligations under the Policy. The Settlement Agreement is conditioned on the Bankruptcy Court's approval of the Agreement and the Debtor and Acuity both agree to work towards achieving such approval. The Settlement Agreement is also conditioned on the Bankruptcy Court's confirmation of the Plan. Additionally, the Settlement Agreement contains mutual releases of obligations between Acuity and the Debtor and Acuity and the Members, including the waiver by the Members and the Debtor of Acuity's duty to defend or indemnify the Debtor and the Members. Under the Settlement Agreement, the Debtor also agrees to not obtain payment from another insurer for a portion of liability attributable or allocable to Acuity, in order to avoid triggering another insurer’s contribution, subrogation, indemnification, or other similar claim. In the event that such a claim does arise, however, the Debtor agrees to reduce the payment from the other insurer by the amount allocated to Acuity. Acuity also agrees to waive any claims for reimbursement it might have against another insurer. Finally, the Settlement Agreement establishes a permanent injunction, pursuant to Bankruptcy Code Sections 105(a) and 363(f), against the prosecution, continuation, or commencement of any interest or claim against Acuity under the Policy. The Debtor agrees to file a motion and supporting papers protecting Acuity in the event that such a claim or interest is asserted. The Debtor respectfully asks that the Court approves the sale of the Policy and the Debtor's rights under the Policy free and clear of claims and interests against Acuity. The objection deadline is April 10, 2019. A copy of the Settlement Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Hultgren_Construction_170_Sales.pdf Acuity can be reached at: Susan N.K. Gummow 222 N. La Salle St., Suite 1400 Chicago, IL 60601 Email: sgummow@fgppr.com About Hultgren Construction Hultgren Construction LLC is a construction company based in Sioux Falls, South Dakota. Hultgren Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.D. Case No. 18-40329) on July 18, 2018. In the petition signed by Melissa Bailey, consultant bookkeeper, the Debtor disclosed $3,699 in assets and $4,919,517 in liabilities. Judge Charles L. Nail, Jr., oversees the case. The Debtor is represented by Stinson Leonard Street LLP. IRAAN GEN. HOSPITAL: Moody's Alters Outlook to Stable ----------------------------------------------------- Moody's Investors Service has affirmed Iraan General Hospital District, TX's issuer and general obligation limited tax (GOLT) ratings at Ba1, affecting $9.89 million in outstanding debt. At the same time, Moody's has revised the outlook to stable from negative. The issuer rating reflects Moody's assessment of the hypothetical debt of the district supported by a general obligation unlimited tax pledge. The districts does not have any debt secured by this pledge. The pledge supporting the bonds is a limited tax pledge. RATINGS RATIONALE The Ba1 issuer rating reflects the district's moderately sized tax base with significant oil and gas concentration and pressured financial position due to lower patient admissions. The rating also reflects the district's strong liquidity, average resident income indices, moderate debt burden, and limited pension liability. Additional considerations include the district's capacity under the state mandated tax rate cap, affording some flexibility that should continue to support stable property tax revenues, critical to operating performance. The lack of a distinction between the Ba1 issuer rating and general obligation limited tax (GOLT) rating is based on the district's ample taxing headroom which generates more than 8.07 times debt service, and offsets the lack of full faith and credit pledge. RATING OUTLOOK The stable outlook reflects actions by the district's new management team including reducing expenditures and canceling plans for significant capital outlay. This action, when coupled with the district's ample taxing capacity under the state imposed limitation of 7.5 mills provides the flexibility needed to manage tax base volatility, ultimately allowing the financial profile to be stable, even as drilling activity picks up in the economy. FACTORS THAT COULD LEAD TO AN UPGRADE - Stabilized local economy with return to trend of assessed valuation growth - Significant and sustained improvement in operating performance FACTORS THAT COULD LEAD TO A DOWNGRADE - Significant contraction in assessed values decreasing margins under tax cap - Widening operating deficits materially reducing reserve levels LEGAL SECURITY The bonds are secured by a direct and continuing ad valorem tax, levied on all taxable property in the district, within the limits prescribed by law. USE OF PROCEEDS Not applicable PROFILE Iraan General Hospital District was created in 2004. The district operates a critical access public acute care hospital that provides inpatient, outpatient and emergency care services for residents of Pecos County. The hospital is licensed for 14 beds for acute and swing care. The district currently serves an estimated population of 15,804. J&B HALDEMAN: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: J&B Haldeman Holdings, LLC 19 Main Street Black River Falls, WI 54615 Business Description: J&B Haldeman Holdings is an investment holding company based in Black River Falls, Wisconsin. Chapter 11 Petition Date: April 15, 2019 Court: United States Bankruptcy Court Western District of Wisconsin Case No.: 19-11175 Judge: Hon. Catherine J. Furay Debtor's Counsel: Galen W. Pittman, Esq. PITTMAN & PITTMAN LAW OFFICES, LLC 712 Main Street La Crosse, WI 54601 Tel: 608-784-0841 Fax: 608-784-2206 E-mail: galen@pittmanandpittman.com Info@PittmanandPittman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James B. Haldeman, owner. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/wiwb19-11175.pdf KOI DESIGN: Taps Cohn Handler Sturm as Accountant ------------------------------------------------- Koi Design LLC received approval from the U.S. Bankruptcy Court for the Central District of California to hire Cohn Handler Sturm, an Accountancy Corporation as its accountant. The firm will prepare the Debtor's state and federal tax returns for 2018; provide general tax advice; prepare the Debtor's quarterly and year-end financial statements; and provide other accounting services. The firm will be paid a monthly flat fee of $1,725. Barry Cohn, shareholder and managing partner of Cohn Handler, disclosed in court filings that the firm and its employees are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Cohn Handler can be reached through: Barry Cohn Cohn Handler Sturm 11620 Wilshire Blvd., Suite 875 Los Angeles, CA 90025 Phone: (310) 479-9600 Fax: (310) 479-9605 Email: info@cohnhandler.com About Koi Design Koi Design LLC -- https://www.koihappiness.com/ -- is an independently-owned, woman-run company engaged in wholesale distribution of women's and men's clothing and accessories. Koi Design, a California limited liability company, filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-10762) on Jan. 25, 2019. In the petition signed by Kathy Peterson, president and managing member, the Debtor estimated $10 million to $50 million in both assets and liabilities. The case is assigned to Judge Neil W. Bason. The Debtor tapped Brutzkus Gubner Rozansky Seror Weber LLP as its legal counsel, and Broadway Advisors, LLC as its financial advisor. LK BENNETT USA: U.S. Trustee Forms 3-Member Committee ----------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on April 16 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of L.K. Bennett U.S.A., Inc. The committee members are: (1) Simon Property Group Attn: Ronald M. Tucker 225 W. Washington Street Indianapolis, IN 46204 Phone: 317-263-2346 Fax: 317-263-7901 (2) Plaza Madison LLC c/o Colliers International Attn: William Stempel 666 Fifth Avenue New York, NY 10173 Phone: 212-716-3690 Fax: 212 716 3794 (3) La Cienega Partners Limited Partnership Attn: Andrew S. Conway 200 E. Long Lake Road, Ste. 300 Bloomfield Hills, MI 48304 Phone: 248-258-7427 Fax: 248-558-7586 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About L.K. Bennett U.S.A. Inc. L.K. Bennett U.S.A., Inc. is a retailer of the L.K. Bennett luxury fashion brand. Founded in London in 1990 by Linda Bennett, the Debtor offers women's shoes, clothing, handbags, accessories, and jewelries. The Debtor 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 the Debtor. L.K. Bennett U.S.A. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-10760) on April 3, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The case has been assigned to Judge Kevin Gross. The Debtor tapped DLA Piper LLP (US) as its bankruptcy counsel, and Ernst & Young LLP as its restructuring advisor. LOUISIANA CONTAINER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Louisiana Container Company, Inc. dba Southern Steel Containers P.O. Box 5048 Alexandria, LA 71307 Business Description: Louisiana Container Company, Inc. is a manufacturer of steel containers operating out of a 43,000 sq. ft. assembling facility in Alexandria, Louisiana. The Company also assembles containers specifically tailored to meet the unique requirements of its customers. Chapter 11 Petition Date: April 14, 2019 Court: United States Bankruptcy Court Western District of Louisiana (Alexandria) Case No.: 19-80368 Judge: Hon. John W. Kolwe Debtor's Counsel: Thomas R. Willson, Esq. ROCKY R. WILLSON Attorney & Counselor at Law 1330 Jackson Street Alexandria, LA 71301 Tel: (318) 442-8658 Fax: (318) 442-9637 Email: rocky@rockywillsonlaw.com Total Assets: $1,315,639 Total Liabilities: $1,382,484 The petition was signed by Joey C. Paulk, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/lawb19-80368.pdf MAGAR MAGAR: Trustee Selling Rainier Property to Nelsons for $943K ------------------------------------------------------------------ David P. Gardner, the Chapter 11 Trustee of Magar Edward Magar, deceased, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the private sale of the real property commonly referred to as the Riverwood Mobile Home Park located at 73900 Columbia River Highway, Rainier, Oregon to Sloan and Jennifer Nelson $942,500. A hearing on the Motion is set for May 7, 2019 at 9:00 a.m. Objections, if any, must be filed no later than 21 days from the date of the mailing of the Motion. The Real Property specifically includes all personal property affixed to the Real Property, including any mobile homes within the park belonging to the Estate and the rents and profits generated by the park after entry of an order approving the sale. The Real Property shall be sold to Buyer for the gross purchase price of $942,500. The Buyers is a third-party purchaser with no connection to the Estate, its creditors, the Trustee, or the Debtor. The Buyers will pay the purchase price in cash at closing. The Real Property is sold as-is-where-is without warranties or representations of any kind. Closing will be held at the convenience of the parties as soon possible after Court-approval is obtained. The sale will be free and clear of liens and encumbrances. Any valid liens shall attach to the proceeds of the sale. Liens known to the Trustee are as follows: Unpaid Property Taxes in the amount of $85,859. The sale shall be final without further notice 21 days after the date of the filing of the Motion. The Trustee is asking entry of an Order Approving the Sale, so that the sale may be closed by a title company, and a good faith finding entered by the Court. The Trustee believes the purchase price is approximate to the fair market value of the Real Property based upon the condition of the Real Property, the potential future costs of marketing, holding, and selling the Real Property, and the current market conditions in the Rainier area. The Real Property has been marketed on the MLS or otherwise by the Estate's employed professional, Shane Siebold. Subject to Court approval, the Trustee anticipates paying at closing the following liens, exemptions, and compensation (all deductions approximated): Sales Price $942,500 Estimated Deductions: Liens $0 Prorated Real Property Taxes $0 Back Taxes $85,859 Realtor Commission $56,550 Estimated Closing Costs $18,850 Exemptions $0 Total Estimated Deductions $0 -------- Estimated Net Proceeds of Sale $781,241 The Trustee does anticipate there will be tax consequences to the Estate from the sale of the Real Property. Specifically, if closed in 2019, the sale will result in capital gains taxes chargeable to the Estate. The Trustee estimates the capital gains generated will not be more than $177,190. Finally, the Trustee asks that approval of the sale be effective immediately and the 14-day stay imposed by FRBP 6004(h) be waived so that the parties may proceed directly to closing. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Magar_Magar_493_Sales.pdf The Chapter 11 case is In re Magar Edward Magar (Bankr. W.D. Wash. Case No. 15-41415). Judge Mary Jo Heston oversees the case. The Trustee: DAVID P. GARDNER 601 W. Riverside Avenue, Suite 1900 Spokane, WA 99201 Tel: (509) 838-6131 Time: dpg@winstoncashatt.com MAYANSA DREAMS: Taps Carrasquillo CPA as Accountant --------------------------------------------------- Mayansa Dreams Group LLC received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Carrasquillo CPA Group, PSC as its accountant. The services to be provided by the firm include bookkeeping, bank reconciliations and tax services. Carrasquillo will charge an annual fee of $2,700 for its services. The firm will also assist the Debtor in the preparation of monthly operating reports, projected financial statements and liquidation analysis, and will charge an annual fee of $3,000. Additional services will be paid at $100 per hour. The Debtor has agreed to pay the firm a retainer fee of $2,500. Hector Carrasquillo, the firm's accountant who will be providing the services, disclosed in court filings that he is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Hector Carrasquillo Carrasquillo CPA Group, PSC Rafael Cordero Avenue M-30 Condado Moderno Caguas, PR 00726 Tel: (787) 258-7835 Fax: (939) 337-5744 Email: hcarrasquillo@carrasquillocpagroup.com About Mayansa Dreams Group Mayansa Dreams Group LLC filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 19-00062) on Jan. 8, 2019, estimating under $1 million in both assets and liabilities. The Debtor tapped Hatillo Law Office, PSC as its legal counsel, and Carrasquillo CPA Group, PSC, as its accountant. MAYFLOWER COMMUNITIES: Taps DLA Piper as Legal Counsel ------------------------------------------------------ Mayflower Communities Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire DLA Piper LLP (US) as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code; assist in the negotiation of financing and asset purchase agreements; review claims of creditors; assist the Debtor in connection with any potential property dispositions; prepare a plan of reorganization; and provide other legal services in connection with its Chapter 11 case. The DLA Piper attorneys and paralegal who will be handling the case and their hourly rates are: Thomas Califano, Partner, New York $1,145 Daniel Simon, Partner, Chicago/Atlanta $965 Dan Prieto, Partner, Dallas $900 Rachel Nanes, Associate, Miami $800 Gregg Steinman, Associate, Miami $575 Tennille Wilson, Paralegal, Miami $290 The Debtor paid the firm a retainer in the sum of $200,000 prior to its bankruptcy filing. Thomas Califano, Esq., a partner at DLA Piper, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Califano disclosed that his firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtor, and that no DLA Piper professional has varied his rate based on the geographic location of the Debtor's bankruptcy case. The attorney further disclosed that DLA Piper represented the Debtor in its restructuring efforts prior to the petition date, and that the firm charged its standard hourly rates, which are substantially similar to the billing rates and financial terms that it intends to charge for post-petition work. In connection with the budget for its case, the Debtor has provided an estimated budget and staffing plan, according to Mr. Califano. DLA Piper can be reached through: Thomas R. Califano, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 Tel: (212) 335-4500 Fax: (212) 335-4501 Email: thomas.califano@dlapiper.com -- and -- Daniel B. Prieto, Esq. DLA Piper LLP (US) 1900 North Pearl Street, Suite 2200 Dallas, TX 75201 Tel: (214) 743-4500 Fax: (214) 743-4545 Email: dan.prieto@dlapiper.com -- and -- Rachel Nanes, Esq. DLA Piper LLP (US) 200 South Biscayne Boulevard, Suite 2500 Miami, FL 33131 Tel: (305) 423-8563 Fax: (305) 675-8206 Email: rachel.nanes@dlapiper.com About Mayflower Communities Mayflower Communities, Inc. -- https://www.thebarringtonofcarmel.com/ -- operates The Barrington of Carmel a senior living retirement community in Carmel, Indiana. Mayflower provides nursing care, memory support, rehabilitation, retirement home, assisted living, and independent living. Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex. Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. DLA Piper LLP (US), led by Andrew Ball Zollinger, Thomas R. Califano and Rachel Nanes, serves as the Debtor's counsel. The Debtor also tapped Ankura Consulting Group, LLC as restructuring advisor; Larx Advisors, Inc. as financial advisor; Cushman & Wakefield U.S., Inc. as investment banker; and Donlin Recano & Company, Inc. as claims agent. The Office of the Trustee appointed an official residents' committee on Feb. 11, 2019. The residents' committee tapped Neligan LLP as its legal counsel. MERRICK COMPANY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Merrick Company LLC P.O. Box 21817 Louisville, KY 40221 Business Description: Merrick Company LLC -- http://www.merrickco.com-- is a mechanical contractor in Louisville, Kentucky that repairs, upgrades, designs, and installs piping and HVAC systems. Chapter 11 Petition Date: April 15, 2019 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Case No.: 19-31201 Judge: Hon. Thomas H. Fulton Debtor's Counsel: Charity S. Bird, Esq. KAPLAN JOHNSON ABATE & BIRD LLP 710 West Main Street, 4th Floor Louisville, KY 40202 Tel: 502-540-8285 Fax: 502-540-8282 E-mail: cbird@kaplanjohnsonlaw.com Total Assets: $824,992 Total Liabilities: $3,656,559 The petition was signed by Michelle Merrick, member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/kywb19-31201.pdf MIDWEST-ST. LOUIS: Case Summary & 7 Unsecured Creditors ------------------------------------------------------- Debtor: Midwest-St. Louis, L.L.C. 1173 S. Kingshighway Saint Louis, MO 63110 Business Description: Midwest-St. Louis, L.L.C. owns and operates a gas station and convenience store in Saint Louis, Missouri. Chapter 11 Petition Date: April 12, 2019 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Case No.: 19-42279 Judge: Hon. Kathy A. Surratt-States Debtor's Counsel: Spencer P. Desai, Esq. CARMODY MACDONALD P.C. 120 S. Central Avenue, Suite 1800 St. Louis, MO 63105 Tel: (314) 854-8600 Fax: (314) 854-8660 E-mail: spd@carmodymacdonald.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Munji Abdeljabber, member. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/moeb19-42279.pdf MIRPLASTICS LLC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: MirPlastics, LLC 2734 Middlebrook Pike Knoxville, TN 37921 Business Description: MirPlastics, LLC -- www.mirplastics.com -- is a plastic recycler with two facilities in Knoxville, Tennessee, warehouses in Georgia, Texas and South Carolina as well as distribution centers in Mexico, Costa Rica and Bolivia. The Company's objective is to source feedstock from manufacturers generating plastic scrap and to find end users for these materials in the domestic market, Latin America, Asia and Europe. Its suppliers are industries in automotive manufacturing, polymer compounding, pharmaceutical injection molding and film extrusion. Chapter 11 Petition Date: April 16, 2019 Court: United States Bankruptcy Court Eastern District of Tennessee (Knoxville) Case No.: 19-31213 Judge: Hon. Suzanne H. Bauknight Debtor's Counsel: Maurice K. Guinn, Esq. GENTRY, TIPTON & MCLEMORE, P.C. P.O. Box 1990 Knoxville, TN 37901 Tel: (865) 525-5300 Fax: 865-523-7315 Email: mkg@tennlaw.com Total Assets: $1,085,039 Total Liabilities: $1,960,805 The petition was signed by Oscar Rivera, sole member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/tneb19-31213_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/tneb19-31213.pdf MR. STEVEN: SEACOR Marine Buying Vessel for $8.5 Million -------------------------------------------------------- Mr. Steven, L.L.C., Lady Eve, L.L.C., Lady Brandi L.L.C., Lady Glenda LLC, Mr. Blake LLC, Mr. Mason LLC, Mr. Ridge LLC, and Mr. Row LLC, ask the U.S. Bankruptcy Court for the Western District of Louisiana to authorize the sale of ABS-Classed DP 2 Crew/Fast Supply M/V Mr. Steven IMO#9744465 along with its tackle, engines and all equipment and capital improvements, to SEACOR Marine for $8.5 million, subject to overbid. SBN V FNBC, LLC holds a perfected security interest in the Vessel. The Court, on March 7, 2019, entered an order lifting the automatic stay on the Vessel. The Debtor has requested that SBN consent to the sale contemplated by the Motion, but SBN has not yet consented to the proposed sale or the Motion. If the Debtor and SBN are unable to reach a resolution of the SBN claim, the Debtor will withdraw the Motion. The Debtor has received a Letter of Intent from SEA for the purchase of the Vessel free and clear of liens and claims for the sum of $8.5 million. The Debtor desires to accept the offer and, upon closing of the sale, pay the all of the proceeds of such sale to SBN at closing. The Debtors will solicit other bids for the Vessel and SBN shall have the right to credit bid its claim. The Vessel is currently subject to a month to month charter to Iberia Marine, LLC and SeaTran Marine, LLC and then to Guice Offshore, LLC. The Notice will be provided to Guice that the charter will be cancelled effective upon the sale of the Vessel. The Vessel will be sold free of any charter claims belonging to any party including but not limited to Sea Tran, Iberia Marine and Management LLC and Guice with any party. In addition, the Vessel will be sold free and clear of any vessel management agreement and any other agreement with SeaTran or any other party. The Seller further proposes that, in order to qualify as a qualified bidder, any interested bidder must submit a bid within three business days prior to the hearing on the Sale Motion. To qualify as a "qualified bidder" an offer to acquire the Vessel "as is, where is" shall be submitted to Douglas S. Draper, Heller, Draper, Patrick, Horn & Manthey, L.L.C., 650 Poydras Street, Suite 2500, New Orleans Louisiana 70130 with a copy to SBN c/o David F. Waguespack, Carver Darden Koretzky Tessier Finn Blossman & Areaux LLC, Energy Centre - 1100 Poydras Street - Suite 3100, New Orleans, Louisiana 70163. The offer must not be subject to any financing contingency, must have a closing date within 14 days of the entry of the sale order and shall not be subject to any further due diligence. The offer shall be no less than $8.6 million (except as to a credit bid by SBN which, if applicable, shall be no less than $8.6 million and shall be accompanied by a deposit of $100,000 and evidence thatthe prospective bidder has the funds to close the sale. The deposit shall be refunded within 72 hours of the order approving the sale if the qualified bidder is not the winning bidder. If the qualified bidder is the winning bidder and does not close the sale the deposit shall be forfeited. If a qualified bid is submitted, the Court will conduct an auction at the hearing on the Motion. SBN shall not be required to furnish the deposit or show financial capability, however, SBN, to be a qualified bidder, must notify counsel for the Debtors that it may make a credit bid 48 hours prior to the hearing on the Motion. To date, Debtors have not received any higher or better offers for Vessel, and the Debtors will submit a sale order to the Court selling the Vessel to SEACOR Marine free and clear of liens and claims for the sum of $8.5 million if no higher and better offer is received by a "qualified bidder." The sale proposed herein or approved by the Court shall close within 14 days of the entry of the Court order approving the sale. The Debtors believe that the proposed sale, subject to higher and better offers, is in the best interests of the creditors. The sale of the Vessel will constitute a sale of substantially all of the assets owned by one of the Debtors. Finally, the Debtors ask the Court that any order approving the sale of the Vessel, in accordance with the Motion, be effective immediately upon entry of such order by providing for a waiver of the 14-day stay under Fed. R. Bankr. Proc. 6004(h). Awaiting the expiration of the 14-day stay period may significantly impact the sale, and create uncertainty and additional cost. About Mr. Steven Mr. Steven, L.L.C., is a privately held company in New Iberia, Louisiana engaged in the business of offshore marine vessel leasing. Mr. Steven filed a voluntary petition for relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 18-51277) on Oct. 3, 2018. In the petition signed by Mr. Steven J. Miguez, manager, the Debtor disclosed $5,152,864 in assets and $23,651,405 in liabilities. Robin B. Cheatham, Esq., at Adams and Reese LLP, represents the Debtor. MUNCHERY INC: Gate Gourmet Buying Assets for $5 Million ------------------------------------------------------- Munchery, Inc., asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of sale of assets, consisting of the Debtor's improvements to 220 Shaw Road, South San Francisco, California, and the extensive machinery and equipment used in the operation of its business and located on the Premises, to Gate Gourmet, Inc., for $5 million, subject to overbid. A hearing on the Motion is set for April 18, 2019 at 3:00 p.m. Munchery ceased operations Jan. 22, 2019, while it was negotiating with Gate and other parties and entered into a Letter of Intent with Gate on Feb. 18, 2019. The Debtor determined that Gate was the right counter-party as the San Francisco-based General Manager and corporate executives were the most committed to acquiring the facility given the facilities improvements, equipment, size and location, and Gate's current need to service its business at the San Francisco International Airport. Additionally, Gate had a very strong business and balance sheet, and long record of financial performance, that the Debtor believed would be acceptable to the Landlord. Finally, Gate provided the highest guidance on price and a high level of certainty of closing and were prepared to proceed on an expedited time frame. The LOI required Munchery to terminate all discussions with other interested parties from its execution up to the date Munchery filed this case. Munchery complied with the exclusivity provisions. In addition to the Sale Assets, and as part of the overall transaction with Gate, the Debtor will assume and assign its lease for the Premises between itself as tenant and Eureka Ventures VI, LLC. The initial term of the Lease runs through April 30, 2025. The Lease includes an option to extend which, if exercised, extends the lease an additional 10 years. The assumption and assignment of the Lease are the subject of a concurrently brought motion. In addition to the $5 million being paid for the Sale Assets, Gate, or any overbidder, will provide the Landlord with a security deposit of $600,000. This is an amount equivalent to the Debtor's security deposit with the Landlord and a letter of credit posted in Landlord's favor. When the sale closes, the Landlord will return the Debtor's security deposit and the letter of credit will be terminated. Gate and the Landlord have also prepared and are ready to execute an amendment to the Lease, which will provide Gate with an additional five-year option to extend the Lease through April 30, 2040 and will commit Gate to spending at least $1 million in capital improvements -- – tenant improvements to the Premises during the first two years of its occupancy. The Lease Amendment is not a required part of the Debtor's transaction with Gate and a party wishing to submit a competing offer should indicate whether it intends to seek a similar agreement with the Landlord. The sale is the result of extensive pre-petition efforts by the Debtor to secure a buyer for the Sale Assets and a party to take over the Lease. Munchery had engaged in two separate efforts to sell its business and assets in 2017 and 2018. Based on those efforts, its management had thorough knowledge and information about, and contacts with, potential buyers of the Premises and it was heavily engaged with those prospects beginning in the fall of 2018. The purpose of those discussions was in an attempt to sell assets and sublease the Premises as a means of reducing fixed costs and financing the ongoing business at a new kitchen facility. The process described was approved by an order of the Court granting the Debtor's Motion to Approve Bid Procedures. Under the terms of the LOI, which were incorporated into APA, an interested party may submit an overbid to acquire the Sale Assets and assume the Lease. The Overbid must be in the minimum amount of $5.25 million and provide for the additional $600,000 in security deposit for the Landlord. An Overbid must be submitted no later than seven days prior to the date set for the hearing on the Motion. An Overbid must also include adequate financial information about the Overbidder to: i) satisfy the Debtor that Overbidder will be able to close the sale transaction and ii) provide adequate assurance to the Landlord of the Overbidder's ability to perform its obligations under the Lease. To the extent an Overbidder seeks terms with the Landlord similar to those described above under the Lease Amendment, the Overbidder should so indicate. Finally, an Overbid should be accompanied by an asset purchase agreement similar, if not identical to the APA with Gate, and on terms no less favorable to the Debtor. If one or more Overbids are received, Debtor will conduct an auction between the Overbidders and Gate at the time and date set for the hearing on the Motion and then ask the Court to approve the results of the auction. If an Overbid is received and any parties wishes to submit a further bid, the bidding increments will be in a minimum amount of $25,000. Once a winning bidder is determined, the Debtor will request that the next highest bidder confirm its willingness to act as a back-up bidder at the amount of its most recent bid and close a sale at that price if the winning bidder fails to do so. If Gate is not the winning bidder, it will be entitled to receive $150,000 from escrow as a break-up fee. This fee is subject to Court approval as being a reasonable estimate of the cost incurred by Gate as the stalking horse bidder. Because Gate will receive $150,000 as the break-up fee, the fee will be considered in the event Gate submits any subsequent bids. As an example, if an Overbid is received at $5.25 million, if Gate wants to submit another bid, its bid would need to be a minimum of $5.125 million, as a bid by Gate in that amount will be considered equivalent to a bid of $5.275 million ($5.125 million + $150,000 break-up fee = $5.275 million). The sale will be free and clear of any liens, claims, or interests. The Motion affects the following lien claimants: (i) Comerica Bank; (ii) TriplePoint Venture Growth BDC Corp.; (iii) Sherpa Ventures Fund, LP; (iv) SherpaEverest Fund, LP; (v) Menlo Ventures XI, L.P.; (vi) MMEF XI, L.P.; (vii) Menlo Ventures XII, L.P.; (viii) Menlo Entrepreneurs Fund XII, L.P.; (ix) MMEF XII, L.P.; (x) BV eVenture Fund II, LP; (xi) COTA Capital Master Fund, L.P.; (xii) OA3, LLC; and (xiii) Vive FC Fund, LP. Comerica and TriplePoint are the Senior Secured Lenders. The remaining parties listed are the Junior Secured Lenders. In addition to the Senior Secured Lenders and the Junior Secured Lenders, a UCC search disclosed the following parties: (i) Ocean Beauty Seafoods, LLC; (ii) Sysco Los Angeles, Inc.; (iii) Xerox Financial Services; (iv) Apple Financial Services; and (v) Corporation Service Co. ("CSC"). Ocean Beauty, Sysco, Xerox, Apple and CSC are the Vendor Creditors. Whatever liens the Vendor Creditors may have, those liens are not the subject of the Motion. Ocean Beauty and Sysco are lien claims that relate to food products delivered to Munchery while it was an operating business. The assets being sold through the Sale Motion do not include any assets that would be covered by whatever lien Ocean Beauty and Sysco may have. The liens relating to Xerox, Apple and CSC are connected to leased or purchased office equipment (a copier) and computer equipment. These assets are not included in the assets being sold through the Sale Motion, such that whatever lien Xerox, Apple and CSC may have, it is not affected by the Sale Motion. In addition to the Senior Secured Creditors, the Junior Secured Creditors and the Vendor Creditors, there are a list of individuals and entities that might assert an interest in the assets that are the subject of the Motion. The list is voluminous (approximately 110 parties) and is attached to the Beriker Declaration as Exhibit C. The Debtor asserts that the Unsecured Noteholders do not have any liens against the assets in question. The Debtor asks that the order approving the sale be effective immediately by providing that the 14-day stay under Bankruptcy Rule 6004(h) is waived. Absent an unexpected objection, there is no reason why the stay should not be lifted in the instance. Moreover, closing the transaction as quickly as possible after entry of an order is critical to the Debtor to avoid the further and significant costs of occupying the Premises. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Munchery_Inc_76_Sales.pdf About Munchery Munchery, Inc. d/b/a Munchery -- http://www.munchery.com/-- is a food delivery startup offering "fresh, local, and delicious" meals to its customers across the country. On Jan. 21, 2019, Munchery ceased business operations and all its employees were terminated. Munchery sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 19-30232) on Feb. 28, 2019. In the petition signed by James Beriker, president and CEO, Munchery estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Hannah L. Blumenstiel. Munchery tapped Finestone Hayes LLP as its bankruptcy counsel; Armanino LLP as its financial consultant; and Omni Management Group as its noticing agent. NEW ENGLAND MOTOR: Taps Donlin Recano as Administrative Advisor --------------------------------------------------------------- New England Motor Freight, Inc., received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Donlin, Recano & Company, Inc. as its administrative advisor. The firm will assist the company and its affiliates in the solicitation, balloting and tabulation of votes in connection with their bankruptcy plan; prepare reports; facilitate the distributions under the plan; and provide other bankruptcy administrative services. Donlin's hourly rates for professional services are: Executive Management No charge Senior Bankruptcy Consultant $140 - $175 Case Manager $90 - $140 Technology/Programming Consultant $60 - $100 Consultant/Analyst $50 - $90 Clerical $35 - $45 Nellwyn Voorhies, executive director of Donlin, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Nellwyn Voorhies Donlin, Recano & Company, Inc. 6201 15th Avenue, Brooklyn, NY 11219 Phone: 212.481.1411 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 and administrative advisor. The Office of the U.S. trustee appointed an official committee of unsecured creditors on Feb. 21, 2019. The committee tapped Lowenstein Sandler LLP and Elliott Greenleaf as its legal counsel. NORTHERN DYNASTY: Incurs C$16 Million Net Loss in 2018 ------------------------------------------------------ Northern Dynasty Minerals Ltd. has filed with the U.S. Securities and Exchange Commission its Annual Report on Form 40-F reporting a net loss of C$15.95 million for the year ended Dec. 31, 2018, compared to a net loss of C$64.86 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had C$161.92 million in total assets, C$13.71 million in total liabilities, and C$148.21 million in total equity. Deloitte LLP, in Vancouver, Canada, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company incurred a consolidated net loss during the year ended Dec. 31, 2018 and, as of that date, the Company's consolidated deficit was $487 million. These conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. The Company's report on Form 40-F is available from the SEC's website at https://is.gd/92JseI. About Northern Dynasty Minerals Ltd. Northern Dynasty -- http://www.northerndynastyminerals.com/-- is a mineral exploration and development company. Northern Dynasty's principal asset, owned through its wholly-owned Alaska-based US subsidiary Pebble Limited Partnership, is a 100% interest in a contiguous block of 2,402 mineral claims in southwest Alaska, including the Pebble deposit. The Company is listed on the Toronto Stock Exchange under the symbol "NDM" and on the NYSE American Exchange under the symbol "NAK". The Company's corporate office is located at 1040 West Georgia Street, 15th floor, Vancouver, British Columbia. OFFICE UPRISING: Taps Kogan Law Firm as Legal Counsel ----------------------------------------------------- Office Uprising, LLC, received approval from the U.S. Bankruptcy Court for the Central District of California to hire Kogan Law Firm, APC as its legal counsel. The firm will advise the Debtor of its rights, powers and duties under the Bankruptcy Code; assist in the preparation and implementation of a plan of reorganization; and provide other legal services in connection with its Chapter 11 case. Michael Kogan, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $550. The billing rate for the associate assisting him is $300 per hour. Kogan Law Firm received a pre-bankruptcy retainer in the amount of $25,000 from the Debtor. Michael Kogan, Esq., a principal of Kogan Law Firm, disclosed in court filings that his firm does not have interest adverse to the Debtor in connection with its bankruptcy case. The firm can be reached through: Michael S. Kogan, Esq. Kogan Law Firm, APC 1849 Sawtelle Blvd., Suite 700 Los Angeles, CA 90025 Tel: 310-954-1690 Email: mkogan@koganlawfirm.com About Office Uprising Office Uprising, LLC owns movie rights to the "Office Uprising" film. Office Uprising sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 19-11840) on February 21, 2019. At the time of the filing, the Debtor disclosed $1,786,000 in assets and $2,984,002 in liabilities. The case is assigned to Judge Sandra R. Klein. The Debtor tapped Kogan Law Firm, APC, as its legal counsel. OHIO HOSPICE: Spano Job Discrimination Class Suit Notice Partly OKd ------------------------------------------------------------------- In the case, VIRGINIA SPANO and SUSAN MIZAK, Plaintiffs, v. OHIO HOSPICE AND PALLIATIVE CARE d/b/a PARAMOUNT HOSPICE AND PALLIATIVE CARE, PARAMOUNT HOSPICE AND PALLIATIVE CARE, and JAMES J. COX, individually, Defendants, Civil Action No. 2:17-CV-717 (W.D. Pa.), Judge Christopher C. Conner of the U.S. District Court for the Western District of Pennsylvania granted in part and denied in part the Defendants' motion for a telephonic status conference. The Plaintiffs have proposed a notice of potential class action to the Defendants' current and former employees who worked as certified nursing assistants during the relevant time period. The Defendants have also moved for a telephonic status conference wherein they argue that (1) the statute of limitations on the Plaintiffs' claims pursuant to the Pennsylvania Wage Payment and Collection Law ("PWPCL") is three years and that the notice should therefore only be issued to certified nursing assistants who worked for the Defendants within the three-year time-frame before the filing of the case; and (2) that the "opt-in/out provision" should be removed from the notice as no class action has been certified to date. Taking the Defendants' arguments in turn, first, Judge Corner finds that appears that the PWPCL prohibits legal action for the collection of unpaid wages or liquidated damages more than three years after the day on which such wages were due and payable. He finds that the instant action was first filed in the Court of Common Pleas for Allegheny County on April 3, 2017, before being removed to federal court. He concludes that notice should be provided to certified nursing assistants who worked for the Defendants between April 3, 2014, and April 3, 2017. Second, as to the Defendants' contention that the "opt-in/out provision" should be removed from the notice, the Judge finds that no class action has been certified in the matter, and therefore, the inclusion of an opt-out provision in the notice is inappropriate at this juncture. Based on the foregoing, Judge Conner granted in part and denied in part the Defendants' motion for telephonic status conference as follows: a. The proposed notice may issue only to current and former employees who worked for the Defendants as certified nursing assistants between April 3, 2014 and April 3, 2017. b. The proposed notice will not include the opt-out provision detailed in the last paragraph of the proposed notice. c. The Defendants' request for a telephonic status conference is denied The Plaintiffs will modify their proposed notice in accordance with the Order. Their proposed notice is otherwise approved. Except as set forth, the Court's order of March 5, 2019, will continue to govern the parties' conduct with respect to issuance of notice to the relevant employees. A full-text copy of the Court's March 20, 2019 Order is available at https://is.gd/SxRMfA from Leagle.com. VIRGINIA SPANO & SUSAN MIZAK, All Those Similarly Situated, Plaintiffs, represented by Robert M. Davant -- info@pittsburghjustice.com -- Davant & Associates. OHIO HOSPICE AND PALLIATIVE CARE, doing business as PARAMOUNT HOSPICE AND PALLIATIVE CARE, PARAMOUNT HOSPICE AND PALLIATIVE CARE & JAMES J. COX, Individually, Defendants, represented by Danielle M. Vugrinovich -- dmvugrinovich@mdwcg.com -- Marshall Dennehey Warner Coleman & Goggin & Charles A. Lamberton -- CAL@LAMBERTONLAW.COM -- Lamberton Law Firm. PARAMOUNT HOSPICE AND PALLIATIVE CARE, JAMES J. COX, Individually & OHIO HOSPICE AND PALLIATIVE CARE, Counter Claimants, represented by Danielle M. Vugrinovich, Marshall Dennehey Warner Coleman & Goggin & Charles A. Lamberton, Lamberton Law Firm. VIRGINIA SPANO, Counter Defendant, represented by Robert M. Davant, Davant & Associates. ORCHIDS PAPER: U.S. Trustee Forms 5-Member Committee ---------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on April 15 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Orchids Paper Products Company and its affiliates. The committee members are: (1) Cellmark Paper, Inc. Attention: Dominick Merole 80 Washington Street Norwalk, CT 06854 Phone: 203-251-9026 Fax: 203-978-1130 Email: dominick.merole@cellmark.com (2) Dixie Pulp & Paper Inc. Attention: Rhonda Smalley 101 Marina Drive Tuscaloosa, AL 35406 Phone: 205-464-2616 Fax: 205-759-2606 Email: rsmalley@dixiepaper.com (3) Little Rapids Corporation Attention: Raymond M. Schumer 2273 Larsen Road P.O. Box 19031 Green Bay, WI 54307-9031 Phone: 920-490-5216 Fax: 920-496-4448 Email: rschumer@littlerapids.com (4) Packaging Corporation of America Attention: Jack Mauro 1 North Field Ct Lake Forest, IL 60045 Phone: 847-482-2134 Fax: 847-440-5498 Email: jmauro@packagingcorp.com. (5) United Steelworkers Attention: Anthony Resnick 60 Blvd of the Allies Pittsburgh, PA 15222 Phone: 412-562-2562 Fax: 412-562-2429 Email: aresnick@usw.org. Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Orchids Paper Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D.Del., Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. Hon. Mary F. Walrath presides over the cases. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debts of $260,864,000. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc. as investment banker; and Prime Clerk LLC as claims and notice agent. PARK MONROE HOUSING: Seeks Authorization to Use Cash Collateral --------------------------------------------------------------- Park Monroe Housing Development Fund Corporation, Northeast Brooklyn Partnership and 984-988 Greene Avenue Housing Development Fund Corporation seek authority from the U.S. Bankruptcy Court for the Eastern District of New York to use cash collateral during the pendency of their Chapter 11 cases. The Court has scheduled a hearing on May 1, 2019, at 4:00 p.m. to consider the Debtors' use of cash collateral. Any objections to Debtors' use of cash collateral must be filed with the Court and served in accordance with General Order 559, so as to actually be filed with the Court and received by April 24. The Debtors, which, together operate twelve residential Buildings and 147 units in northeast Brooklyn, seek authority to receive rents and make expenditures relating to the operation and maintenance of the Buildings, and otherwise use cash collateral. The Debtors seek authority to use the Cash Collateral for, among other things: (a) operation of the Buildings including working capital requirements; (b) general corporate purposes; and (c) the costs and expenses of administering the Chapter 11 case (including payment of the allowed fees and expenses of professionals retained by the Debtor's estate and U.S. Trustee fees). Each of the Buildings is insured by virtue of a policy of insurance covering the Buildings in excess of $30 million in the aggregate. The Debtors also carry general liability coverage. Both are paid on a current basis and the Debtors intend to continue to keep them current during the course of these Chapter 11 cases. The Debtors each contend that they hold significant equity in their respective buildings. The City of New York is the purported secured creditor of each of the Debtors with a purported senior security interest in the Buildings. The Debtors have not yet fully assessed the validity, extent and priority of the asserted liens and reserve the right to challenge each in whole or in part. The City's interests are not cross-collateralized as between Buildings or Debtors. The proposed Interim Cash Collateral Order provides, among other things, that the City will be granted valid and perfected, replacement security interests in and liens on the same collateral, and, to the extent such includes rent receipts, the post-petition rent receipts, to the same extent, priority and validity (if any) as the pre-petition liens existing with respect to the Pre-Petition Collateral as of the Petition Date. A copy of the Debtors' Motion is available at http://bankrupt.com/misc/nyeb19-40823-22.pdf About Park Monroe Housing Development Park Monroe Housing Development Fund Corporation is a not-for-profit and tax-exempt corporation that develops a housing project for persons of low income, pursuant to Section 573 of Article XI of the New York Private Housing Finance Law. The Company's primary tangible assets are located at 477 Saratoga Avenue a/k/a 1352-1354 East New York Avenue, Brooklyn, New York 11212; 1350 Park Place, Brooklyn, New York 11213; 180 Grafton Street, Brooklyn, New York 11212; 257 Mother Gaston Boulevard, Brooklyn, New York 11212; and 249-251 Mother Gaston Boulevard, Brooklyn New York. 984-988 Greene Avenue Housing Development Fund is a not-for-profit corporation whose tangible assets are properties located at 984-988 Greene Avenue, Brooklyn, New York 11221. Its assets are used consistent with its charitable purposes of providing affordable housing units for families of low income in the central sections of Brooklyn, New York. Northeast Brooklyn Partnership is a for-profit partnership whose primary tangible assets are properties located at 409 Kosciuszko Street, Brooklyn, New York; 403 Kosciuszko Street, Brooklyn, New York; 399 Kosciuszko Street, Brooklyn, New York; 397 Kosciuszko Street, Brooklyn, New York; 675 Halsey Street, Brooklyn, New York; and 671 Halsey Street, Brooklyn, New York. Park Monroe and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Case Nos. 19-40820 to 19-40823) on Feb. 11, 2019. The petitions were signed by Jeffrey E. Dunston, president and CEO. At the time of filing, the Debtors estimated assets and liabilities under $10 million. The Debtors are represented by Allen G. Kadish, Esq., of Archer & Greiner, P.C. PARQ HOLDINGS: S&P Cuts ICR to CCC on Operational Underperformance ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Vancouver, B.C.-based casino operator Parq Holdings L.P. to 'CCC' from 'B-'. At the same time, S&P lowered its issue-level rating on the company's senior secured first-lien debt to 'B-' from 'B+'. The '1' recovery rating on these obligations is unchanged. The downgrade reflects S&P's view that Parq's inability to meaningfully improve its profitability against a high and expensive debt burden will continue to pressure liquidity, and eventually make the company vulnerable to a balance-sheet restructure. Although the company is expected to post strong revenue growth (up about 160% for 2018) from its new properties, Parq's operating expenses for the period are up almost three times driven by its larger new facility, which carries a high fixed cost (the company had almost the same number of gaming units as its previous old facility, Edgewater). As a result, S&P expects the company's adjusted EBITDA to be C$20 million-C$25 million in 2018, which is notably lower than the rating agency's previous expectation of C$35 million-C$40 million. Even assuming some improvement in fiscal 2019 (estimated C$35 million-C$40 million), S&P believes the company's cash flow will be insufficient to cover its fixed charges. "In our opinion, the company's lower EBITDA level will ultimately lead to an unsustainable balance sheet given an adjusted debt-to-EBITDA ratio above 15x, and adjusted EBITDA interest coverage below 0.5x over the next 12 months," S&P said. Given the operational underperformance and ensuing cash flow shortfall, the company amended its credit facilities, waiving its financial covenants and deferring its second-lien debt interest payment due March 31, 2019, to April 30, 2019. While S&P recognizes that Parq is in the process of refinancing its current capital structure by April 30, which would alleviate the risk of payment default and covenant breach on its existing debt obligations, the rating agency still believes that, absent a debt recapitalization, the company will be unable to materially address its high fixed charges and financial sustainability. Furthermore, Parq's ability to pay the first-quarter 2019 second-lien interest payment by April 30, 2019 (the 30-day grace period as per the bank agreement), hinges on the company's ability to refinance its debt. The negative outlook reflects the potential for a downgrade on Parq in the next 12 months spurred by increased risk surrounding the company's ability to materially increase its EBITDA and execute on a sustainable refinancing strategy. In S&P's opinion, there is a risk of a payment default or a debt restructuring could occur within the next 12 months. "We could lower the ratings in the next 12 months if the company cannot execute on its proposed refinancing, which could lead to payment default and covenant breach. Alternatively, we could also lower the ratings if Parq announces a distressed debt exchange or debt restructuring in which lenders would receive less than par," S&P said. "We could revise the outlook to stable over the next 12 months, if the company is successful in executing on its refinancing of its existing credit facilities, which could eliminate the risk of a payment default or covenant breach along with sustainable cash flow growth to cover its fixed charges," S&P said. PIKE CORP: S&P Alters Outlook to Stable, Affirms 'B' ICR -------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Mount Airy, N.C.-based Pike Corp., a construction, repair, and engineering services provider. At the same time, S&P affirmed its 'B' issue-level rating on the company's term loan. The rating agency also revised its ratings outlook to stable from negative, reflecting its expectation that the company will continue to grow EBITDA due to good end-market demand, resulting in stable debt leverage in 2019. Pike's credit measures have improved, benefitting from good operating performance in 2018, which S&P expects will continue in 2019. "Following stronger-than-expected revenue and earnings growth in 2018, we expect the company's core services will remain strong in 2019 with continued good end-market demand for Pike's services for utility distribution and transmission powerlines and substations. We also anticipate the company's earnings will continue to benefit from high-margin storm work," S&P said. In 2018, the company demonstrated good project execution, growing its core services revenue even with a substantial amount of storm work completed. The company's credit measures should also continue to benefit from the voluntary debt principal repayments Pike made in 2018, according to S&P. "The stable outlook reflects the company's improving performance and reduction in debt leverage through earnings growth and debt repayment. We expect the company to post continued strong results in 2019, while noting the inherent volatility in storm-related work," S&P said. Upside Scenario S&P said it could raise its rating on Pike if the company's leverage remains comfortably below 5x on a sustained basis and FOCF to adjusted debt remains above 5%. In addition, for a higher rating, S&P would also assume the company would maintain credit measures at these levels going forward. This could occur if the company maintains EBITDA margins around 20% and allocates excess cash flow toward debt repayment, according to the rating agency. Downside Scenario "Although not likely, we could lower our ratings on Pike during the next 12 months if the company's leverage approaches 6x or if we believe that FOCF to debt were to decline below 2%-3%. We believe this could occur if the company's EBITDA margins deteriorate meaningfully due to uncompetitive pricing or the loss of a key contractual relationship," S&P said. Alternatively, the company's credit measures could weaken from unanticipated debt-financed transactions, according to the rating agency. PRECIPIO INC: Incurs $15.7 Million Net Loss in 2018 --------------------------------------------------- Precipio, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $15.69 million on $2.86 million of net sales for the year ended Dec. 31, 2018, compared to a net loss of $20.69 million on $1.72 million of net sales for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $21.60 million in total assets, $15.48 million in total liabilities, and $6.12 million in total stockholders' equity. The Company has incurred substantial operating losses and has used cash in its operating activities for the past several years. For the year ended Dec. 31, 2018, had a negative working capital of $12.0 million. The Company said its ability to continue as a going concern is dependent upon a combination of achieving its business plan, including generating additional revenue, and raising additional financing to meet its debt obligations and paying liabilities arising from normal business operations when they come due. To meet its current and future obligations the Company has entered into the LP Purchase Agreement, pursuant to which Lincoln Park has agreed to purchase from the Company up to an aggregate of $10.0 million of common stock of the Company (subject to certain limitations) from time to time over the term of the LP Purchase Agreement. The extent the Company relies on Lincoln Park as a source of funding will depend on a number of factors including, the prevailing market price of the Company's common stock and the extent to which it is able to secure working capital from other sources. As of April 14, 2019, the Company has already received approximately $1.4 million from the sale of 4,928,859 shares of common stock to Lincoln Park during 2018 and $2.4 million from the sale of 14,971,141 shares of common stock to Lincoln Park during 2019. The Audit Opinion included in the Company's Annual Report for the year ended Dec. 31, 2018, contains a "going concern" explanatory paragraph. Marcum LLP, in Hartford, CT, the Company's auditor since 2016, stated in its report dated April 16, 2019 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. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/ooHt34. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. PRESSURE BIOSCIENCES: Reports $23.5 Million Net Loss for 2018 ------------------------------------------------------------- Pressure Biosciences, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common shareholders of $23.47 million on $2.45 million of total revenue for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $10.71 million on $2.24 million of total revenue for the year ended Dec. 31, 2017. This increase in net loss is primarily attributable to the $12,881,899 in deemed dividends on beneficial conversion feature resulting from the conversion of convertible debt to Series AA Convertible preferred Stock. As of Dec. 31, 2018, the Company had $2.39 million in total assets, $8.52 million in total liabilities, and a total stockholders' deficit of $6.12 million. Net cash used in operating activities was $5,695,904 for the year ended Dec. 31, 2018 as compared with $3,904,549 for the year ended Dec. 31, 2017. Net cash used in investing activities for the year ended Dec. 31, 2018 totaled $0 compared to $171,825 in the prior period. Cash capital expenditures included BaroFold patents, laboratory equipment and IT equipment. Net cash provided by financing activities for the year ended Dec. 31, 2018 was $5,717,989 as compared with $4,019,044 in the prior year. As of Dec. 31, 2018, the Company did not have adequate working capital resources to satisfy its current liabilities. The Company has been successful in raising cash through debt and equity offerings in the past. The Company has efforts in place to continue to raise cash through debt and equity offerings. Pressure Biosciences said "We believe our current and projected capital raising plans, and our projected continued increases in revenue, will enable us to extend our cash resources for the foreseeable future. Although we have successfully completed equity and debt financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful." MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a working capital deficit, has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/SKpRnI. About Pressure Biosciences South Easton, Massachusetts-based Pressure BioSciences -- http://www.pressurebiosciences.com-- is engaged in the development and sale of innovative, broadly enabling, pressure-based solutions for the worldwide life sciences industry. The Company's products are based on the unique properties of both constant (i.e., static) and alternating (i.e., pressure cycling technology) hydrostatic pressure. PCT is a patented enabling technology platform that uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to safely and reproducibly control bio-molecular interactions. QUANTUM CORP: Agrees to Settle Derivative Suit Pending in Calif. ---------------------------------------------------------------- Quantum Corporation, in its capacity as a nominal defendant, entered into a settlement agreement with plaintiff in the stockholder derivative action filed in California Superior Court for Santa Clara County, captioned In re Quantum Corp. Derivative Litigation, Lead Case No. 18CV328139. Pursuant to the Stipulation of Settlement, which remains subject to court approval, the Company will adopt certain corporate governance changes and modify certain governance practices, and the Company and its insurer will pay an attorneys' fee of $800,000 to the plaintiffs' counsel. The Company and its stockholders also agreed to release all claims that were or could have been asserted in the Derivative Litigation. The Stipulation of Settlement contains no admission of wrongdoing by the individual defendants. Following entry of a preliminary approval order by the court, the Company will provide stockholders with notice of the settlement and a final settlement hearing in accordance with the Stipulation of Settlement. A copy of the Stipulation of Settlement, the proposed modified governance practices and the form of Notice to Shareholders is posted on the Company's investor relations website at http://investors.quantum.com/phoenix.zhtml?c=69905&p=irol-irhome, and will be available for review through June 17, 2019. The Stipulation and Agreement of Settlement was made and entered into by and among the following parties and by and through their respective counsel: (i) Lead Plaintiff Dennis Palkon, who commenced the above-captioned litigation in the Superior Court of California, County of Santa Clara, Case No. 18cv328572, on behalf of Quantum Corporation against certain members of its Board of Directors and senior officers of the Company; (ii) Fuad 8 Ahmad, Jon W. Gacek, Adalio Sanchez, Raghavendra Rau, Alex Pinchev, Clifford Press, Marc E. 9 Rothman, and Eric Singer; and (iii) Nominal Defendant Quantum. The derivative litigation brought on behalf of Quantum against the Individual Defendants originally involved two cases before the Santa Clara County Superior Court: Timothy Munn v. Jon W. Gacek, et al., Case No. 18cv328139, filed on May 11, 2018, and the Palkon Action, filed on May 22, 2018. On Aug. 30, 2018, the Court entered an Order consolidating the Munn Action and Palkon Action. The Palkon Action alleges, inter alia, that during the period between at least April 1, 2016 through the present, Quantum's Board and certain of the Company's senior officers breached their fiduciary duties by causing Quantum to make materially false and misleading statements concerning the Company's financial health, business operations, and growth prospects in its public filings and communications with investors and analysts, including misrepresentations concerning the Company's disclosure controls and procedures, revenue recognition, and internal controls over financial reporting. 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. QUEST PATENT: Incurs $2.11 Million Net Loss in 2018 --------------------------------------------------- Quest Patent Research Corporation has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $2.11 million on $7.06 million of revenues for the year ended Dec. 31, 2018, compared to a net loss of $1.16 million on $1.23 million of revenues for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Quest Patent had $2.21 million in total assets, $6.75 million in total liabilities, and a total stockholders' deficit of $4.53 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Liquidity and Capital Resources At Dec. 31, 2018, the Company had current assets of approximately $169,000, current liabilities of approximately $5,834,000. Its current liabilities include approximately $100,000 payable to Intellectual Ventures, approximately $4,293,000 payable to Intelligent Partners, as the transferee of the notes initially issued to United Wireless, and loans payable of $163,000 and accrued interest of approximately $282,000 due to former directors and minority stockholders. As of Dec. 31, 2018, the Company has an accumulated deficit of approximately $18,660,000 and a negative working capital of approximately $5,665,000. Other than salary to its chief executive officer, the Company does not contemplate any other material operating expense in the near future other than normal general and administrative expenses, including expenses relating to its status as a public company filing reports with the SEC. Because its agreements with its litigation funding sources do not require the Company to make any payments relating to the litigation, the Company does not incur expenses with respect to litigation covered by the funding sources. For 2018, the Company used cash of $378,635 in its operations, reflecting its loss of $2,111,860, which was offset principally by depreciation and amortization of its intellectual property rights of $437,720, interest accrued and not paid of $443,782, amortization of debt discount on the loan from United Wireless of $207,306, a decrease in accounts receivable of $2,846 and an increase in account payable of $191,392, and decreased by the $450,000 loss on derivative liability. Cash flow from financing activities in both 2018 and 2017 related to loans from United Wireless of $250,000 in 2018 and $125,000 in 2017. Cash flows from financing activities in 2018 also include proceeds of $150,000 from the sale to a third party litigation funder of future revenues from the Company's litigation funded by the third party. Under the agreement, the third party receives an interest in the net proceeds, as defined in the agreement, from such litigation, and the Company has no other obligation to the third party. In 2018, the Company had no non-cash investing and financing. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/xFqqyq. About Quest Patent Quest Patent Research Corporation is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, controls or manages eleven intellectual property portfolios, which principally consist of patent rights. REGENCY PARK: Sarah Singh Objects to Disclosure Statement --------------------------------------------------------- Sarah Singh objects to approval of the Disclosure Statement explaining the Chapter 11 plan filed by equity security holder Ranjit Singh for Regency Park Capital 2011, Inc., saying the Bankruptcy Court already has confirmed a plan in this case, approval of Mr. Singh's Disclosure Statement should be denied. The Troubled Company Reporter previously reported that Singh filed a second modification to his proposed second amended plan. The modifications include: -- The Offer to purchase is for $3,207,000 US. -- Seacoast Commerce Bank is the "Lender." -- This transaction can be closed within 90 days of all documents needed being signed. A copy of Singh's Modification to the Second Amended Plan is available at https://is.gd/jfzUPx from Pacermononitor.com at no charge. Counsel for Sawaranjit Sarah Singh: Brian N. Spector, Esq. SCHNEIDER & ONOFRY, P.C. 365 E. Coronado Phoenix, AZ 85004 Tel: (602) 200-1295 Email: bspector@soarizonalaw.com About Regency Park Capital Regency Park Capital 2011, Inc., dba Super 7 Goodyear operates a Super 8 Motel consisting of Real Property and Personal Property located at 840 N. Dysart Road in Goodyear, Arizona. The Motel, consisting of approximately ninety rooms, was purchased in 2011. The Debtor was formed in 2011 to own and operate the Motel. According to an Annual Report filed on Jan. 5, 2016, Mrs. Singh is the Debtor's sole officer and director. The Singhs are currently involved in divorce proceedings in British Columbia, Canada. The Debtor operates under a franchise agreement with Super 8 Worldwide, Inc., and is subject to review by the franchisor to determine if it is in compliance with the standards demanded by the franchisor. According to the Debtor, the Debtor remains in good standing with Super 8. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-15280). RMWM PARTNERS: Unsecured Creditors to Get Full Payment ------------------------------------------------------ RMWM Partners LLC's Third Amended Plan of Reorganization proposes that all holders of general unsecured claims will be paid in full, within thirty (30) days of the Effective Date, with funds consisting of a new value contribution made by the equity holders of the Debtor. The Debtor, however, is not aware of the existence of any creditors in this class. Class II: The claim of Timbercreek shall be an Allowed Claim in the amount of [$19,401,619.28 less amounts paid during the Bankruptcy Case] plus interest accruing on the unpaid principal balance at the federal judgment rate from the Petition Date until the Effective Date and then accruing on the unpaid principal balance at the rate of 7.6% or as otherwise determined by the Bankruptcy Court as part of the confirmation hearing. From and after the Effective Date, Timbercreek will be paid the Current Walmart Rent and the Current Sam’s Club Rent, in the amount of $193,258.42 per month upon receipt of such rent from Walmart or Sam’s Club less any fees payable to Wells Fargo, until the earlier of (i) the Original Walmart Lease Expiration Date and (ii) the Initial Property Turnover Date. Class III: In full satisfaction of the Brightspot Allowed Claim, the Brightspot Allowed Claim shall be treated as follows: Payment of the Brightspot Allowed Claim: Brightspot’s Allowed Claim shall only be paid after the Allowed Claim of Timbercreek is paid in full pursuant to the terms of this Plan. In the event that the Allowed Claim of Timbercreek is paid in full, then Brightspot shall be paid from the proceeds of the Property or from any rents received with respect to the Property (after the Allowed Claim of Timbercreek is paid in full) as follows: (i) first, to reimburse the Reorganized Debtor, BC-29, or Brightspot, for expenses paid to third parties unrelated to the Reorganized Debtor or Brightspot necessary for the maintenance, upkeep, or retention of the Property or any portion thereof (as supported by invoices and/or proofs of payment that shall be provided to the non-paying party by either Brightspot or the Reorganized Debtor every sixty (60) days during the term of this Plan until the Brightspot Allowed Claim has been paid in full), including but not limited to reimbursement for: (a) payments of any principal or interest paid by them to Timbercreek other than rents derived from the Property; (b) payment of United States Trustee fees and (c) payment of any insurance and/or real estate taxes related to the Property provided, however, in no event shall the Reorganized Debtor, BC-29, or Brightspot be reimbursed for payment of attorney’s fees (other than attorney’s fees incurred with respect to any closing of the sale of the Property or any portion thereof) or management fees; (ii) then, BC-29 shall receive the next $200,000; (iii) then, Brightspot shall receive the next $1,500,000; (iv) then, BC-29 shall receive the next $200,000; (v) then, Brightspot shall receive the difference between the payment set Equity Interests: The Plan provides for the current equity holder of the Debtor, RMWM Investors LLC, to retain its equity interests in the Debtor. No unsecured creditors have filed claims against the estate therefore the absolute priority rule is inapplicable. To the extent that any unsecured creditors file claims that are subsequently Allowed, the current equity holder will make a new value contribution in an amount sufficient to pay such Allowed unsecured claims in full pursuant to the terms of this Plan. Payment to Secured Creditors: Timbercreek will (i) be paid the rent received by the Reorganized Debtor from Walmart and Sam’s Club less fees payable to Wells Fargo as provided in this Plan; (ii) be paid the proceeds from the sale of any portion of the Property as provided for in this Plan; or (iii) be entitled to a deed in lieu to the Property or portion of the Property as provided in this Plan. Payment to General Unsecured Creditors: On or before the Effective Date, the Debtor will deposit funds, which funds will constitute the new value contribution of the equity holders, in an amount to pay, in full, all Allowed Class IV Claims, within thirty (30) days of the Effective Date. The Debtor is not aware of the existence of any creditors in Class IV, General Unsecured Claims. Payment of Administrative, Priority and Governmental Unit Claims: The funds for payment of Administrative Expenses (other than those for which the holder of such claim agrees to payment over time), Class I Priority Claims (the Debtor is not aware of any such claims) and the Governmental Unit Claims (the Debtor is not aware of any such claims) will be obtained from funds received by the Debtor within one month after the Effective Date of the Plan but in no event shall such payments come from the rents from the Walmart Lease or the Sam’s Club Lease. A full-text copy of the Disclosure Statement dated April 3, 2019, is available at https://tinyurl.com/y2emykvn from PacerMonitor.com at no charge. Attorney for Debtor is David P. Lloyd, Esq., at LaGrange, Illinois. About RMWM Partners and RMWM Investors RMWM Partners LLC owns in fee simple a real property located at 1460-70 Golf Road, Rolling Meadows, Illinois, valued by the company at $24.30 million. RMWM Partners and its affiliate RMWM Investors, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case Nos. 18-12808 and 18-12812) on May 1, 2018. In the petitions signed by Gus Dahleh, manager, RMWM Partners disclosed $24.3 million in assets and $21.2 million in liabilities. RMWM Investors disclosed $12.9 million in liabilities and zero assets. Judge Benjamin A. Goldgar presides over the cases. David P. Lloyd, Ltd., is the Debtors' counsel. S&S FOREST CITY: Case Summary & 4 Unsecured Creditors ----------------------------------------------------- Debtor: S&S Forest City NC, LLC 302 W.I. Parkway Dallas, GA 30132 Business Description: S&S Forest City NC, LLC is a home health agency that provides skilled nursing services and other therapeutic services. Chapter 11 Petition Date: April 16, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Rome) Case No.: 19-40886 Judge: Hon. Barbara Ellis-Monro Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 E-mail: cmccord@joneswalden.com info@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth Mark Simons, authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/ganb19-40886.pdf SAM KANE BEEF: Seeks Authorization to Use Cash Collateral --------------------------------------------------------- Sam Kane Beef Processors, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to use cash collateral in the ordinary course of its business. Prior to the Petition Date, the Debtor was involved in litigation with the United States and various livestock sellers for alleged violations of, and claims made pursuant to, the Packers and Stockyards Act of 1921. Sometime in October 2018, the United States District Court for the Southern District of Texas entered an Order Appointing Receiver. Pursuant to the Receivership Order, Richard S. Schmidt began operating the Debtor and managing its assets prior to the Petition Date. Rabo AgriFinance LLC, f/k/a Rabo Agrifinace, Inc. asserts a first lien against substantially all of the Debtor's assets pursuant to: (a) that certain Term Note; (b) that certain Amended and Restated Loan and Security Agreement; and (c) that certain Deed of Trust. In April 2016, Marquette Transportation Finance, LLC and the Debtor entered into a factoring agreement secured by a first lien on the Debtor's accounts receivable. In July 2018, the Debtor defaulted under the Factoring Agreement, which resulted in the Debtor and Marquette, entering into that Second Forbearance Agreement that, among other things, granted Marquette a first lien against certain unencumbered real property of the Debtor and a second lien with respect to additional property. Additionally, various parties, including the Texas Cattle Feeders, assert statutory trust claims pursuant to the Packers and Stockyard Act, in addition to other claims. Also, in February 2019, the United States Department of Agriculture filed its Notice of Statutory Trust Claims Received by the USDA identifying those alleged trust claims believed by the USDA to be valid. Pursuant to the Sale Order, the Debtor and JDH Capital Company entered into that Asset Purchase Agreement related to the sale of substantially all of the Debtor's assets, which Transaction closed on Feb. 28. While working to finalize the sale, the Debtor also worked to preserve various assets not included in the Transaction. In connection with the Transaction, the Debtor desires to take certain actions to preserve electronically stored information ("ESI") related to its business and operations, which, among other items, may be related to certain claims or causes of action held by the Debtor's estate. The Debtor requests $40,000 for forensic imaging and back-up of its ESI (the "back-up"). The Debtor sought multiple bids for the ESI collection, and, ultimately, received an all-inclusive bid from a well-qualified service provider. The service provider believes it can complete the back-up in two to three business days with minimal disruption to the Purchaser's business operations. Under the circumstances, the Debtor believes that the foregoing is in the best interest of the estate as it preserves ESI relevant to potentially valuable causes of action that the Debtor may otherwise lose if the electronic information is not protected. Further, because the Purchaser has already taken over the premises and is attempting to resume normal business operations, the Debtor can no longer afford to wait, or it risks the loss of valuable information. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/txsb19-20020-163.pdf About Sam Kane Beef Processors Sam Kane Beef Processors, LLC, is an independent, fully-automated processor and distributor of beef and beef products based in Corpus Christi, Texas. Since its beginnings in 1949, Kane Beef has expanded from a local meat counter to a nationally recognized supplier of dependable beef products with key accounts in retail and foodservice. The Debtor was involved in litigation with the United States and various livestock sellers for alleged violations of, and claims made pursuant to, the Packers and Stockyards Act of 1921, as amended and supplemented. On Oct. 5, 2018, the United States District Court for the Southern District of Texas appointed Richard S. Schmidt as receiver. Sam Kane, in a petition signed by receiver Richard S. Schmidt, filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 1920020) on Jan. 22, 2019. The Debtor estimated assets and liabilities of $50 million to $100 million. The Hon. David Jones oversees the case. The Debtor tapped Matthew Scott Okin, Esq., at Okin & Adams LLP, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SAMSON OIL: Secures New $33.5-Mil. Debt Facility from AEP I FINCO ----------------------------------------------------------------- Samson Oil and Gas USA, Inc., a wholly-owned subsidiary of Samson Oil & Gas Limited, entered into a Credit Agreement dated as of April 9, 2019, by and among Samson USA, certain lenders, and AEP I Finco LLC, as lead lender. Under the Credit Agreement, the Participating Lenders agreed to establish a $33.5 million term loan facility in favor of Samson USA secured by mortgages on all of its oil and gas properties. The Company also entered into a Guaranty dated April 9, 2019, for the benefit of the Participating Lenders pursuant to which the Company guaranteed the Loan and all obligations of Samson USA under the Credit Agreement and pledged its assets, including its shares of Samson USA common stock, as security for that guarantee. The Company, Samson USA, and Samson USA's wholly owned subsidiary, Samson Oil and Gas Montana, Inc., also entered into a Security Agreement dated April 9, 2019, pursuant to which the Participating Lenders received a security interest in all of their assets to secure the Loan. The new facility has a five year term and an interest rate of LIBOR plus 10.5%. The proceeds of the new debt facility will be used to retire the existing line of credit, repay outstanding creditors and provide working capital to pursue an infill development drilling program. The development drilling program is expected to commence in approximately two weeks with the drilling of the first Gonzales Proved Undeveloped (PUD) location. The drilling program is designed to drill two 5,000 ft. horizontal laterals from the existing Gonzales #1-8H well bore. This well has 5 1/2 inch casing set horizontally at 9,711 ft. MD within the objective Ratcliffe Formation. The existing development consists of a single 5,300 ft. lateral drilled with a single 640 acre spacing unit. The two new well bores will be directionally drilled to access the balance of the 640 acre spacing unit. The initial two laterals at the Gonzales location will be drilled by PowerDrill's rig #101. Samson has run an inflatable packer to a depth of 10,411 ft. (measured depth) and the Company will commence injection of produced water in 24 hours, after the packer has time to inflate. This water injection is aimed at establishing additional reservoir pressure that will aid the directional drilling operation. The ability to drill out of an existing wellbore has made the economics of these development wells extremely attractive, with an estimated drilling cost around $0.5 million and the resulting ability to use existing surface facilities associated with the existing well. The estimated net present value of each lateral, is $1.2 million representing a rate of return of 340%. The recent appreciation in the price of crude has added considerable value to this and future drilling opportunities. The next 12 months will see a total of 8 similar lateral wells to the Gonzales wells drilled within the Home Run Field, which is the largest (by area) of the oil fields in Samson's portfolio. Samson has the ability to dispose of the produced water within a pressure maintenance facility that it owns in the adjacent Mays well, minimizing one of the significant costs of production. Samson has in its portfolio a total of 26 PUD locations that will provide an excellent growth platform. The debt funding that has been achieved in this transaction will provide sufficient working capital to initiate and maintain the planned development drilling program. In connection with the new debt facility, Samson has entered into swap arrangements for 770,000 barrels of oil, essentially fixing its price at a weighted average of $55.45. This volume represents approximately 85% of Samson's currently expected Proved Developed Producing (PDP) reserves. Importantly, however, none of the expected PUD production has been swapped, though Samson is required to maintain an 85% swapped volume on a go forward basis. These future swap prices are currently projected to be around $63 per barrel. A full-text copy of the Credit Agreement is available for free at: https://is.gd/Tzt0pz About Samson Oil Samson Oil & Gas Limited -- www.samsonoilandgas.com -- is an independent energy company primarily engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties. Its principal business is the exploration and development of oil and natural gas properties in the United States. The Company's registered office is located at Level 16, AMP Building, 140 St Georges Terrace, Perth, Western Australia 6000. Its principal office in the United States is in Denver, Colorado. Samson Oil incurred a net loss of $6.03 million for the year ended June 30, 2018, following a net loss of $2.76 million for the year ended June 30, 2017. As of Dec. 31, 2018, the Company had $34.98 million in total assets, $38.97 million in total liabilities, and a total stockholders' deficit of $3.99 million. Moss Adams LLP, in Denver, Colorado, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Oct. 15, 2018, on the Company's consolidated financial statements for the year ended June 30, 2018, stating that the Company is in violation of its debt covenants, has suffered recurring losses from operations, and its current liabilities exceed its current assets. These conditions raise substantial doubt about its ability to continue as a going concern. SCHULTE PROPERTIES: Ditech Objects to Disclosure Statement ---------------------------------------------------------- Ditech Financial LLC 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. Creditor further point out that without such information, Creditor is unable to adequately assess the treatment of its claim or the likelihood that any proposed reorganization would be successful. The Creditor complains 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 $135,528.95 with a pre-petition arrearage of $25,322.92. The Creditor asserts that the Claim has not been objected to and the Disclosure Statement indicates the Property is oversecured. According to the Creditor that the Plan proposes to limit the amount of the Creditor's claim to $107,445.04 without any explanation or legal basis. The Creditor complains that even without addressing the specific valuation, maturity date, payment amount, and interest rate terms of the claim proposed, for which the 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 asserts 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 points out 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 Ditech Financial 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: JPMorgan Objects to Disclosure Statement ------------------------------------------------------------ JPMorgan Chase Bank, N.A., secured creditor, objects to the Disclosure Statement describing the Chapter 11 Plan of 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 further complains 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 $109,062.98 with a pre-petition arrearage of $12,027.65. The Creditor points out that the Claim has not been objected to and the Disclosure Statement indicates the Property is oversecured. The Creditor further points out that the Plan proposes to limit the amount of Creditor's claim to $92,764.60 without any explanation or legal basis. The Creditor asserts 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 the Creditor, and any modification would impermissibly modify the liability of nondebtors William and Melani Schulte. The Creditor asserts 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 JPMorgan Chase Bank, N.A.: 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. SEQUA CORP: Moody's Alters Outlook on Caa1 CFR to Negative ---------------------------------------------------------- Moody's Investors Service affirmed ratings for Sequa Corporation including the Caa1 Corporate Family Rating, the Caa1-PD Probability of Default Rating, and the B3 senior secured first lien rating and the Caa2 senior secured second lien rating under Sequa Mezzanine Holdings L.L.C. The outlook has been changed to negative from stable. RATINGS RATIONALE The negative outlook reflects Sequa's weak credit metrics, a poor quality of earnings and a highly leveraged balance sheet that constrains financial flexibility. The change in outlook also reflects Moody's concerns that cash generation will remain negative during 2019 and that leverage will remain highly elevated. The Caa1 corporate family rating considers Sequa's weak balance sheet, on-going challenges in its aerospace Chromalloy segment, and the cyclical nature of its aerospace and metal casting markets that are vulnerable to economic downturns. Sequa's poor track record of cash generation (cash burn in excess of $100 million in 2017 and 2018) and elevated debt-to-EBITDA (in excess of 7.5x as of December 2018) figure prominently in the rating. Moody's expects a high interest burden combined with variable working capital needs and on-going business investments to continue to weigh on company cash flows and it anticipates negative FCF during 2019. The rating also reflects the highly competitive nature of Sequa's Chromalloy segment (60% of sales) which faces OEM pricing pressure and comparatively low levels of profitability as well as a noisy earnings profile involving multiple large-sized EBITDA add-backs. Somewhat countering these concerns is Moody's recognition that Sequa has been successful in growing its profitable commercial aftermarket business (up 7% in 2018) as well as progress the company has made in addressing some of its loss-making OEM contracts. Moody's also favorably considers Sequa's Precoat segment (40% of sales) which has a track record of stable operating performance as well as the company's well-established market position within its niche engine segment. The considerable barriers to entry in the Chromalloy business resulting from stringent FAA and OEM approval requirements as well the company's growing IP portfolio of parts and repairs add further support to the rating. Moody's expects Sequa to maintain an adequate liquidity profile over the next 12 months. Cash on hand as of December 2018 was $54 million and amortization on term debt is manageable at $9 million per annum. Moody's anticipates negative free cash generation (CFO less capex) during 2019 with cash usage likely to range from $10 million to $25 million. External liquidity is provided by a $135 million revolving credit facility (undrawn as of December 2018) that expires in April 2021 and a fully drawn $75 million A/R facility that expires in January 2020. Moody's expects Sequa to be reliant on the revolver over the coming months in the face of weak cash generation. The facility contains a springing first lien net leverage ratio that comes into effect if usage exceeds 35% and Moody's expects the company to comply with the covenant to the extent it comes into effect. The ratings could be downgraded if Sequa's liquidity were to deteriorate such that cash flows were expected to remain negative beyond 2019, or if the company became increasingly reliant on revolver borrowings, or if Moody's expected a breach of financial covenants. A sales or earnings decline in either of Sequa's Precoat or Chromalloy segments could also result in a downgrade. The ratings could be upgraded with an improving liquidity profile involving expectations of flat to positive free cash generation as well as expectations of earnings growth that would help reduce financial leverage. The following summarizes today's rating actions: Issuer: Sequa Corporation Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD Outlook, changed to Negative from Stable Issuer: Sequa Mezzanine Holdings L.L.C. $135 million million senior secured first lien revolver, Affirmed B3 (LGD3) $920 million senior secured first lien term loan, Affirmed B3 (LGD3) $350 million senior secured second lien term loan, Affirmed Caa2 (LGD5) Outlook, changed to Negative from Stable Sequa Corporation, headquartered in Palm Beach Gardens, FL, is a diversified industrial company operating in two business segments: Aerospace, through Chromalloy Gas Turbine, and metal coating, through Precoat Metals. Sequa was purchased via a $2.8 billion LBO by affiliates of Carlyle Partners V, L.P. (Carlyle) in December 2007. Revenues for the twelve months ended December 2018 were $1.4 billion. SHARING ECONOMY: Widens Net Loss to $42.1 Million in 2018 --------------------------------------------------------- Sharing Economy International Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $42.08 million on $9.50 million of revenues for the year ended Dec. 31, 2018, compared to a net loss of $12.92 million on $13.52 million of revenues for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Sharing Economy had $46.34 million in total assets, $10.90 million in total liabilities, and $35.43 million in total stockholders' equity. At Dec. 31, 2018 and 2017, the Company had cash balances of $782,000 and $1,019,000, respectively. The Company's working capital decreased by $2,983,000 to $10,556,000 at Dec. 31, 2018 from $13,539,000 at Dec. 31, 2017. Net cash flow used in operating activities was $2,457,000 for the year ended Dec. 31, 2018 as compared to net cash flow used in operating activities of $410,000 for the year ended Dec. 31, 2017, a change of $2,047,000. Net cash flow used in investing activities was $72,000 for the year ended Dec. 31, 2018 as compared to $1,922,000 for the year ended Dec. 31, 2017. For the year ended Dec. 31, 2018, net cash flow used in purchase of property and equipment of $75,000, offset by cash received from acquisition of $2,000. Net cash flow provided by financing activities was $2,015,000 for the year ended Dec. 31, 2018 as compared to $1,500,000 for the year ended Dec. 31, 2017. During the year ended Dec. 31, 2018, the Company received proceeds from bank loans of $2,523,000, received proceeds from note payable of $900,000, advanced from related party of $1,395,000 and received proceeds from sale of common stock of $256,000, offset by repayments for bank loans of $2,040,000, payments for the decrease in bank acceptance notes payable of $340,000, repayment of related party advances of $485,000 and offering cost payment of $195,000. RBSM LLP, New York, New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit that raise substantial doubt exists about Company's ability to continue as a going concern. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/gWOo1x. About Sharing Economy Headquartered in Jiangsu Province, China, Sharing Economy International Inc. -- http://www.seii.com/-- is engaged in the manufacture and sales of textile dyeing and finishing machines and sharing economy businesses. Given the headwinds affecting its manufacturing business, Sharing Economy continued to pursue what it believes are high growth opportunities for the Company, particularly its new business divisions focused on the development of sharing economy platforms and related rental businesses within the company. These initiatives are still in an early stage and are dependent in large part on availability of capital to fund their future growth. The Company did not generate significant revenues from its sharing economy business initiatives in 2018. SILVERADO STAGES: May 21 Hearing on Disclosure Statement -------------------------------------------------------- The Court will consider approval of the Disclosure Statement of Silverado Stages, Inc., et al., at a hearing on May 21, 2019 at 10:00 a.m. Objections must be filed by May 14, 2019. The Debtors are liquidating their assets. The Debtors have abandoned or returned their fully encumbered assets to the appropriate Secured Creditors. Through the Auction, the Debtors generated $260,681 in Auction Proceeds with additional unsold vehicles that the Auctioneer believes will generate approximately an additional $75,000 in sales to interested parties for a total of approximately $335,681. Additionally, with Jeff Post's help, the Debtors recently accepted an offer to purchase the Sacramento Property for $2,720,000 that should result in net sale proceeds to the Debtors of approximately $1,200,000. The Debtors will soon be filing a motion for the Bankruptcy Court's approval of the proposed sale, subject to higher and better offers. The Plan will be funded from the Liquidating Trust's liquidation of the Debtors' remaining Property, including Causes of Action and other Litigation. A full-text copy of the Disclosure Statement dated February 5, 2019, is available at https://tinyurl.com/y4dayys8 from PacerMonitor.com at no charge. About Silverado Stages Headquartered in Phoenix, Arizona, Silverado Stages, Inc. -- https://silveradostages.com/ -- with 10 locations on the West Coast, is a federally licensed motor carrier and operates as a Public Stage under California DOT authority. The company is additionally certified as a U.S. Department of Defense motor carrier to provide transportation for the military and by the CHP is a School Pupil Activities Bus (SPAB) operator. Silverado Stages was founded in 1987 and has had the most diverse background in passenger operations. It operates a diverse fleet of over 300 passenger vehicles, over 60 of which are ADA compliant. It currently operates from terminals in San Luis Obispo, Sacramento, Santa Barbara, Torrance, San Diego, Reno, and Las Vegas. Silverado Stages and seven of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 18-12203) on Oct. 5, 2018. In the petitions signed by James Galusha, chairman, Silverado Stages estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtor hired Sonoran Capital Advisors, LLC, and appointed the firm's managing director Matthew Foster as chief restructuring officer. Allen Barnes & Jones, PLC, is the Debtor's legal counsel. SMGR LLC: Taps LomanginoCRE as Real Estate Broker ------------------------------------------------- SMGR, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire LomanginoCRE, LLC to market and sell a real property located at 4050 West King St., Cocoa, Fla. Murphy & Rajan Investments, LLC, an affiliate of SMGR, owns the property. LomanginoCRE will be paid a commission of 6% of the sales price. As disclosed in court filings, LomanginoCRE does not represent interests adverse to the Debtors or their estates on the matters upon which it is to be engaged. The firm can be reached through: Joseph Lomangino LomanginoCRE, LLC 7716 Rutillio Court New Port Richey, FL 34653 Tel: 727-510-9676 Email: JB@LomanginoCRE.com About SMGR LLC SMGR, LLC, sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-06846) on Aug. 16, 2018. In the petition signed by Sean Murphy, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed. SOUTHFRESH AQUACULTURE: Taps Maynard Cooper as Legal Counsel ------------------------------------------------------------ SouthFresh Aquaculture LLC received approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Maynard, Cooper & Gale, P.C. as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code; negotiate with its creditors; prepare a bankruptcy plan; advise the Debtor on debt restructuring, financing and asset dispositions; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Shareholder $400 - $1,070 Counsel $240 - $825 Associates $290 - $435 Paralegals/Legal Assistants $105 - $300 The principal attorneys designated to represent the Debtor are: Jayna Lamar Shareholder $550 J. Leland Murphree Shareholder $440 Ryan Thompson Shareholder $395 Evan Parrott Associate $305 Wes Bulgarella Associate $295 Christian Pereyda Of Counsel $240 Maynard Cooper received an advance evergreen retainer from the Debtor in the amount of $100,000 in December 2018. The firm's attorneys are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Maynard Cooper can be reached through: Leland J. Murphree, Esq. Maynard, Cooper & Gale, P.C. 1901 Sixth Ave N, Suite 2400 Birmingham, AL 35203 Tel: 205-254-1000 205-254-1103 Email: Lmurphree@maynardcooper.com About SouthFresh Aquaculture A subsidiary of Alabama Farmers Cooperative, SouthFresh Aquaculture LLC -- http://www.southfresh.com/-- is a catfish-centered business committed to sustainable aquaculture practices. Founded in 1987, the company's primary business is domestic catfish processing. It processes millions of pounds of catfish per year for food service and retail industries. SouthFresh Aquaculture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-70152) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Jennifer H. Henderson. The Debtor tapped Maynard, Cooper & Gale, P.C. as its legal counsel. SPECIALTY RETAIL: Halcyon Buying Visa/MasterCard Claim for $2.2M ---------------------------------------------------------------- Specialty Retail Shops Holding Corp. and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of their rights to settlement proceeds as a class member in the case captioned In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL 1720 (MKB) (JO), to Halcyon Loan Trading Fund, LLC, for $2.216 million. Throughout the case, the Debtors have been exploring strategic alternatives to maximize value for their remaining assets, including the sale of their non-operational assets, such as the Visa/MasterCard Claim. On Sept. 12, 2013, the U.S. District Court of the Eastern District of New York held a final approval hearing concerning the Visa/MasterCard Case, the related Visa/MasterCard Claim settlement agreement, and entered an order on Jan. 14, 2014. The Proposed Class Settlement Order was rejected by the U.S. Court of Appeals for the Second Circuit for conflict of interest issues; however the settlement was approved on Jan. 28, 2019. Pursuant to the court-authorized settlement website, the Court has preliminarily approved a proposed settlement of a maximum of approximately $6.24 billion and a minimum of at least $5.54 billion in a class action lawsuit. The Debtors were a member of such class pursuant to the litigation where plaintiffs asserted that interchange fees paid by merchants on purchases were inflated. The Debtors, in the exercise of their business judgment, believe that the sale of the Visa/MasterCard Claim free and clear of all liens is in the best interests of the Debtors' estates and their creditors. The Debtors' have received inquiries from various parties interested in purchasing the Visa/MasterCard Claim. On April 13, 2019, the Debtors executed the Claim Agreement with the Purchaser and have filed the Motion asking the Court's entry of the Sale Order. The Claim Sale represents a cost-effective method to realize value for the Visa/MasterCard Claim. The following summarizes the principal terms of the Claim Agreement: a. Purchaser: Halcyon Loan Trading Fund, LLC b. Purchase Price: $2.216 million, subject to higher or otherwise better offers c. Closing: No later than May 14, 2019 d. Termination Fee: 1.5% of the Purchase Price e. Expense Reimbursement: Not to exceed $20,000 f. Waiver of Claims: To the maximum extent permitted by law, the Sellers will not assert and waive any and all claims against the Purchaser. The bid provided by the Purchaser, and the related Claim Agreement, provides the Debtors with a viable path to sell an asset and provide liquidity to their estates. They submit that the Claim Agreement represents the best available offer for their rights under the Visa/MasterCard Claim. The Claim Sale Objection Deadline is May 6, 2019 at 4:00 p.m. (CT). Wells Fargo, as agent under the Credit Agreement, has confirmed its consent to the Debtors' sale of the Visa/MasterCard Claim. Accordingly, the Debtors ask authority to convey the Visa/MasterCard Claim free and clear of all Interests including liens, claims, rights, interests, charges, and encumbrances, with any such liens, claims, rights, interests, charges, and encumbrances to attach to the proceeds of the Claim Sale. To maximize the value received for the Visa/MasterCard Claim, the Debtors ask to close the Claim Sale as soon as possible after the Claim Sale Objection Deadline or, if necessary, the hearing to consider the Claim Sale. Accordingly, they ask that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Specialty_Retail_1052_Sales.pdf The Purchaser: HALCYON LOAN TRADING FUND, LLC 477 Madison Avenue, 8th Floor New York, NY 10022 Attn: Anthony Savella E-mail: BackOffice@bardinhill.com About Specialty Retail Shops Specialty Retail Shops Holding Corp. and its affiliates are engaged in the sale of general merchandise including clothing, accessories, electronics, and home furnishings, as well as company-operated pharmacy and optical services departments. They are headquartered in Green Bay, Wisconsin, and operate 367 stores in 25 states throughout the United States as well as e-commerce operations. They currently employ approximately 14,000 people throughout the United States. Specialty Retail Shops Holding and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case No. 19-80064) on Jan. 16, 2019. At the time of the filing, the Debtors estimated assets of $500 million to $1 billion and liabilities of $1 billion to $10 billion. The cases are assigned to Judge Thomas L. Saladino. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; McGrath North Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC, as restructuring advisor; Hilco Real Estate, LLC as real estate consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera Partners LLC as financial advisor; and Prime Clerk LLC as notice and claims agent. A seven-member panel has been appointed as official unsecured creditors committee in the cases. The Committee retained as counsel Pachulski Stang Ziehl & Jones LLP and Goosman Law Firm, PLC, in Omaha, Nebraska. ST. JUDE NURSING: $975K Sale of All Assets to Livonia SNF Approved ------------------------------------------------------------------ Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized St. Jude Nursing Center, Inc.'s private sale of all assets to Livonia SNF Operating, LLC, for $975,000. The sale is free and clear of all Liens and Interests, with any such Liens or Interests to attach to the net proceeds of the Sale Transaction. The CMS agreement, and any related or ancillary agreements with respect to same, are not being assumed by the Debtor and will not be assigned to the Purchaser by the Sale Order. Within 60 days after the date the Sale Order becomes a final, non-appealable order, the Purchaser must pay to Ability, in the care of its counsel, the sum of $20,000 in good and sufficient funds, and in return Ability must assign to the Purchaser, and the Purchaser will acquire from Ability, the entirety of the proof of claim Ability has filed against the Debtor, together with all security interests, liens, and mortgages of Ability against the real property or assets of the Debtor. The Purchaser may, among other rights and remedies as holder of the Ability Claim and Collateral, seek to foreclose on the collateral secured by any security interest, lien, or mortgage, collect payments from the Debtor against the proof of claim, and credit bid the full amount of the Ability Claim and Collateral at any sale, public or private, of the real estate or any other assets of the Debtor. Ability must fully cooperate with the Purchaser and/or the Debtor to effectuate and execute any further documents reasonable and necessary for the assignment and transfer of the Ability Claim and Collateral, but no such further documentation is necessary, beyond payment of the $20,000, for the Purchaser to exercise all rights and remedies with respect to the Ability Claim and Collateral. Promptly after payment of the $20,000, Ability must dismiss all pending motions filed by Ability in the Bankruptcy Case. By May 31, 2019, the Debtor, via funds advanced by the Purchaser if necessary, which in the event such funds are advanced by the Purchaser must pay to Wayne County the sum of $65,000 in application against outstanding 2017 and 2018 real property taxes against the Debtor’s real property located at 31450 Ann Arbor Trail, Livonia, Michigan. Wayne County is authorized to include the Real Property in the June 2019 petition for foreclosure (which will permit Wayne County to include the Real Property in the March 2020 foreclosure proceedings), and Wayne County is granted relief from the automatic stay for this limited purpose. In addition to the Initial Tax Payment, the Debtor must, within 21 days after the date the Sale Order becomes a final, non-appealable order, file a motion for sale of the Debtor's real property to Purchaser for the sum of not less than the outstanding and past due real property taxes on the real property. The Real Property Motion will be subject to higher and better offers. Additionally, to the extent necessary, and at the Purchaser's option, the Purchaser will be allowed to credit bid up to the full amount of its secured claim (as assigned to it by Ability) for any sums greater than the amount necessary to pay, in full, the then due and outstanding real property taxes on the Debtor's real property. The sale contemplated by the Real Property Motion must close by to July 15, 2019. From the sale proceeds at Closing, (i) Slavik must be paid its first priority, allowed secured claim in full, and including interest, costs and all other assessments as provided in the Debtor's loan documents with Slavik, and (ii) the Internal Revenue Services must receive at Closing the sum of $400,000 directly from the proceeds of sale, which payment will first be applied toward any principal amount due and owing at the time of payment, and in the following order: first to any trust fund payments; then to any other amounts owed; in each case applying payments in order of the date the obligation arose from the most recently arising obligations to the oldest. The IRS Payment will not be deemed an admission of any amounts actually due and owing by the Debtor, or an adjudication of any Proof of Claim of the IRS in the chapter 11 case, and each of the IRS, the Debtor and any interested party will reserve all rights, claims and defenses with respect to the IRS claim and the final adjudication thereof. The objections of DHHS and DLARA are resolved as follows: A. The Debtor must submit a draft of its voluntary closure plan to DHHS and DLARA for the winddown of the Debtor's operations on or before the later of (i) 14 days after issuance of a CON or (ii) May 15, 2019. The Debtor's closure plan must provide for the full and complete cessation of Debtor’s operations. For the period prior to the submission of the Closure Plan through the final approval of same by DHHS and DLARA, DHHS will take no action to withhold or recoup any reimbursements from Medicaid, Quality Assurance Supplement and Quality Measurement Initiative payments, or other amounts owed to the Debtor, or otherwise take any collection action not permitted under DHHS' non-bankruptcy statutory or regulatory authority. Contemporaneously with submission of the Closure Plan to DHHS, the Debtor must also provide a copy of the Closure Plan, as well as any other correspondence provided to any residents of the Debtor facility, to the Patient Care Ombudsman and to the Michigan Long-Term Care Ombudsman. B. For the period commencing with the date of final approval of the Closure Plan through termination of the resident relocation process and shut down of the Debtor's facility, as solely determined by the DHHS Medicaid Services Agency's state closure team, DHHS will withhold and recoup all Medicaid and Medicaid related reimbursements otherwise payable to the Debtor in an amount not less than $460,000, excluding the DHHS Escrow. C. During the period from the date of final approval of the Closure Plan through the date which is 60 days thereafter, the Purchaser must advance such funds to the Debtor, which advances will be deemed for all purposes as ordinary course unsecured credit allowed as an administrative expense of the Debtor's estate, to pay for the ordinary and normal course, going forward operating costs and expenses necessary for the Debtor to continue operations. These amounts include, but are not limited to the following: i. Any deficiency in the Recoupment Amount to be collected by DHHS. If a deficiency exists, the Purchaser must pay any deficiency amount to DHHS within 90 days after the end of the Backstop Period. The Debtor must fully cooperate with DHHS and the Purchaser in determining the deficiency amount, if any, with each party sharing its calculations and supporting documents no later than 60 days after the end of the Backstop Period. In the event of an unresolved dispute, the Purchaser must pay the undisputed deficiency amount and any party may bring the dispute to the Court for resolution; ii. Funds necessary to ensure the Debtor can meet the health and welfare needs of its residents during the Relocation Process (i.e., employee wages, insurances, resident services, and taxes, including but not limited to QAA taxes that are invoiced prior to the Relocation Period ending); and iii. The payment of quarterly fees to the Office of the U.S. Trustee and all allowed administrative expenses of professionals of the chapter 11 estate. Operational Shortfalls will not include, without limitation, any amounts that come due or are first asserted prior to the Backstop Period, after the Backstop Period or that are otherwise not strictly necessary for the Debtor to continue its operations during the Backstop Period. However, recoupment by DHHS for incorrect Level of Care Determination(s) or Medicaid eligibility determination(s), the reimbursement for which the Debtor nor the estate have any interest in, is permitted. D. In addition to the rights of recoupment provided DHHS, within 30 days from the later of (i) the Purchaser's receipt of its CON approval from DHHS or (ii) the date the Sale Order becomes a final, non-appealable order, the Purchaser must place into escrow the amount of $100,000, which must be held by the Debtor's counsel, eTitle Co., or First American Title Co. The Title Company must hold the DHHS Escrow until the Purchaser receives a Certificate of Occupancy on the new replacement facility constructed under the APA and in accordance with the CON. The Purchaser must provide the Title Company written notice seven days prior to the date the Purchaser expects to receive the Certificate of Occupancy. The Title Company must then provide DHHS written notice on three days prior to the expected date the Purchaser will receive its Certificate of Occupancy. Upon the issuance of the Certificate of Occupancy and Certification to the Purchaser (or any assignee), without the need for further authority or Court order, the Title Company must immediately release the DHHS Escrow to DHHS. In the event the Purchaser is not able to obtain a Certificate of Occupancy and/or Certification for the newly constructed replacement facility, or otherwise is not able for whatever reason to complete the construction of the new replacement facility, the full amount of the DHHS Escrow will be returned to the Purchaser. E. To meet the terms of the Sale Order, by May 6, 2019, the Purchaser must amend and/or modify its existing Certificate of Need (CON) application currently pending with DHHS (CON App. #18-0327) or submit a new application if required under CON Standards. DHHS will review the Purchaser's CON application and, if appropriate, issue a CON. The Purchaser understands that DHHS' CON approval may be conditional and/or limited. Further, within 10 days prior to issuance of the CON approval by DHHS all of the Debtor's pre-petition QAAP tax arrears plus any unpaid post-petition QAAP tax arrears, invoiced on or before the CON approval date, must be paid into escrow by Purchaser and be held by DHHS. The QAAP Escrow will be released to DHHS upon the issuance of the CON approval, without the need for a further Court order. In the event the Purchaser is not able to obtain CON approval under its amended or new CON application, then the full amount of the QAAP Escrow must be returned to Purchaser, and remains a claim of DHHS against the Debtor in the Bankruptcy Case. F. The Purchaser and DLARA's Bureau of Community and Health Systems, the state licensing authority under Michigan law, will discuss in good faith an appropriate building program agreement in accordance with Mich. Comp. Law 333.20144 to allow the Purchaser to move forward with its planned construction of a new facility contemplated by this Sale Order, the APA, and any CON approved by DHHS. If entered into, DHHS recognizes that such an agreement will escrow for the benefit of the Purchaser of the necessary state license of the Debtor regulated by DLARA required to operate the planned 64-bed nursing home. DLARA's review and decision as to an appropriate building agreement will be made independently from DHHS’s CON approval process, and only in accord with Mich. Comp. Laws 333.20144. G. To the extent any resident health care and related records are not transferred with the residents during the Relocation Period, such records must be maintained by the Purchaser consistent with any applicable Federal or State laws. With respect to the Internal Revenue Service, nothing in the Order, incorporating documents, or any future order of the Court may be interpreted by any party to impact on the ability of the Internal Revenue Service to assess, collect, or otherwise determine the tax liability (whether in the form of taxes, penalties, and/or statutory interest) of any officer, employee, or other responsible party of the Debtor. Moreover, nothing in the Order, incorporated documents, or any future order will seek to predetermine any tax consequence that is contrary to the IRS' rights to duly assess, collect, or otherwise determine any tax liability. The Sale Order is effective and enforceable immediately upon its entry, and any stay as to the effectiveness and enforceability of the Sale Order imposed by Bankruptcy Rules 6004(h) and 6006(d) is waived. About St. Jude Nursing St. Jude Nursing Center is a privately owned and licensed long-term skilled nursing facility located at 34350 Ann Arbor Trail, Livonia, Michigan 48150. The Facility consists of 64 licensed beds, located within the Debtor-owned facility. The Facility offers services such as skilled nursing care, hospice care, Alzheimer's and dementia patient care, physical rehabilitation, tracheal and enteral services, wound care, and short-term respite care. The Company previously sought bankruptcy protection on Feb. 18, 2016 (Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr. E.D. Mich. Case No. 12-43956). St. Jude Nursing Center, Inc., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented by Jeffrey S. Grasl, Esq., in Farmington Hills, Michigan. In the petition signed by Bradley Mali, president, the Debtor estimated $500,000 to $1 million in assets, and $1 million to $10 million in liabilities as of the bankruptcy filing. STEVEN BOYUM: Janke Buying Jackson County Property for $623K ------------------------------------------------------------ Steven A. Boyum and Tracy Boyum ask the U.S. Bankruptcy Court for the District of Minnesota to authorize the sale of the real property located in Jackson County, Wisconsin, Tax Parcel Number 020-0367-0000 020-0368-0000 020-0401-0000 020-0402-0000, to Corey Janke for $622,500. The Debtors executed and delivered to United Prairie Bank a Mortgage dated Sept. 21, 2015, covering property located in Jackson County, Wisconsin, securing all present or future obligations to United Prairie Bank, up to a maximum principal amount of $2,774,000. The Mortgage was recorded with the Office of the Jackson County Recorder on Sept. 25, 2015. The Debtors estimate that the value of this property is $600,000. They valued the property, together with other land, at $600,000 in the Schedules, and is aware that United Prairie Bank obtained an appraisal, which valued the property, together with other land, at $261,000. The offer to purchase is in excess of the Debtors' valuation and the Bank's appraisal. The sale of the Debtors' interest in the real property will be free and clear of all liens, claims and encumbrances, and all valid liens, claims and encumbrances, if any, will attach to the proceeds of sale of the subject property in order of priority. The Debtors intend to sell the property to the Buyer pursuant to their Purchase Agreement for $622,500. Subject to Court approval, the sale will be closed on May 1, 2019, or as specified in the Purchase Agreement. The Debtors believe the sale is in the best interest of all creditors of the estate and should be approved. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Steven_Boyum_176_Sales.pdf A hearing on the Motion is set for April 17, 2019 at 11:30 a.m. The objection deadline is April 12, 2019. Steven A. Boyum and Tracy Boyum sought Chapter 11 protection (Bankr. D. Minn. Case No. 18-32309) on July 23, 2018. The Debtor tapped David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brutlag, as counsel. SUGARLOAF HOLDINGS: Court Awards Appraiser $22.5K as Compensation ----------------------------------------------------------------- Debtor Sugarloaf Holdings, LLC employed J. Philip Cook, LLC to provide appraisal services in connection with the final hearing on cash collateral. Unfortunately, Cook began billing for services on Nov. 5, 2018, but the application to employ was filed on Nov. 16, 2018. Between Nov. 5 and Nov. 15, Cook billed a total of $10,947.50. The Court subsequently approved Cook's employment, but with no mention as to its nunc pro tunc application. The Debtor has now filed its application for compensation for Cook in the total amount of $33,457.50. Upon review, Bankruptcy Judge Kevin R. Anderson awards J. Philip Cook, LLC compensation in the amount of $22,510. However, the Court denies Cook's compensation of $10,947.50 for its services performed before the filing of its application to employ. In determining whether the facts constitute extraordinary circumstances sufficient to support nunc pro tunc relief, bankruptcy courts in the Tenth Circuit have considered the factors articulated in the case of In re Arkansas Co., Inc. The first factor is whether the court would have approved the employment if it had been timely filed. This factor favors Cook because the Court did approve its employment. The second factor involves the following questions: (1) whether the applicant or some other person bore responsibility for applying for approval; (2) whether the applicant was under time pressure to begin service without approval; (3) the amount of delay after the applicant learned that initial approval had not been granted; and (4) the extent to which compensation to the applicant will prejudice innocent third parties. After analyzing the factors, the Court holds that against the controlling constraints of the Tenth Circuit, the Court cannot find that Cook has established extraordinary or exceptional circumstances to support a grant of nunc pro tunc relief. Such a bright line test can be exceptionally harsh, but it has the virtue of providing an almost absolutely predictable outcome; namely, a professional cannot be compensated from assets of the estate for services rendered prior to the filing of an application to employ under section 327. From the perspective of the Tenth Circuit, the harshness of the rule is intentional and serves to ensure a professional's compliance with the employment requirements of the Bankruptcy Code. Consequently, is less likely that Cook or debtor's counsel will allow this to happen again. That being said, Cook's services were professional and helpful both to the Debtor and to the Court. If writing on a clean slate, the Court might rule otherwise, but that is not its prerogative. As noted by another court, "the extraordinary circumstances test is meant to counteract such sympathies, and prevent bankruptcy courts from granting relief based purely on 'claims of hardship due to work already performed.'" A copy of the Court's Memorandum Decision dated April 2, 2019 is available at: http://bankrupt.com/misc/utb18-27705-129.pdf About Sugarloaf Holdings Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a privately-held company in Lehi, Utah, whose business consists of farming and ranching operations. Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-27705) on Oct. 15, 2018. In the petition signed by David J. Gray, manager, the Debtor disclosed $21,067,619 in total assets and $15,666,618 in total debt. The case is assigned to Judge Kevin R. Anderson. The Debtor is represented by Parsons Behle & Latimer. The Debtor tapped Berkeley Research Group as its financial advisor; Dwayne Asay and Squire & Company, PC, as accountants; and J. Philip Cook and J. Philip Cook, LLC, as forensic real estate professionals. TM VILLAGE: Proposes Auction of Raw Land and Office Building ------------------------------------------------------------ TM Village, Ltd. asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of (i) a commercial office building located at 1220 W. Trinity Mills Road, Carrollton, Texas ("TM Place"); and (ii) a raw land located at 1146 W. Trinity Mills Road, Carrollton, Texas ("TM Apartments"), at auction. The Debtor owns two contiguous parcels of real estate located in Dallas County, Texas, more commonly known the TM Place and the TM Village Apartment. The TM Village Apartments has initial infrastructure improvements consisting of the electrical and utility designs and layout for the planned construction of a future apartment building, but essentially remains raw land ("Raw Land"). TM Place includes improvements consisting of a single building divided into two portions, the Office Building and the residential condominiums. By orders dated March 13, 2019, the Court granted the Debtor's motions to assume the purchase contracts and sell the Residential Condominiums to the purchasers thereof free and clear of liens, claims and encumbrances. Pursuant to the Sale Orders, the Residential Condominiums will be sold and the net proceeds from such sales shall be paid to Tamamoi, LLC/FDRE, Inc., the first lien holders secured by the property owned by the Debtor. The Debtor estimates the amount to be paid to the first lien holders to total approximately $440,000. The Motion involves the sale of the Office Building and the Raw Land, pursuant to a contract for the sale awarded to the highest bidder at the Auction held by the Debtor. Pursuant to the Sales Procedure Order entered by the Court, the highest bidder at the Auction shall be the Primary Contract for the sale of the Office Building and the Raw Land and shall proceed to closing. In the event the Primary Contract does not close, the Backup Contract from the Auction shall proceed to closing. The sale will be free and clear of all liens, claims and encumbrances. All of the lien holders will be paid in full by the sale of the Office Building and the Raw Land. The proceeds from the sale of the Office Building and the Raw Land shall be utilized to pay the costs of sale attributed to the Debtor, the first lien of Tamamoi, LLC and FDRE, Inc., the second lien of SKR Partners, LLC and the Mechanic's Liens, each as was previously defined in the Sale Orders. The liens of each of these entities shall attach the proceeds of the sale in the respective order of the liens. In the event G.L. Stone, LLC is not the ultimate purchaser of the Office Building and the Raw Land, the Breakup Fee of $25,000 contained in the G.L. Stone, LLC Commercial Contract of Sale shall be paid at closing, after the payment of the lien holders. Inasmuch as the consideration for the sale will result from the Sales Procedure Order and the Auction, such value will be the highest and best price for the Office Building and the Raw Land, which is fair and reasonable. The proposed sale will generate at least the amount contained in the Stalking Horse Contract. Should the Stalking Horse Contract close, the proceeds from the closing of the Stalking Horse Contract will be used as follows: Broker Fees $130,500 Closing Costs & Taxes (Estimate) $143,500 Title Policy $14,750 Tamamoi/FDRE $3,000,000 SKR Partners $530,000 Mechanic's Liens $425,234 ---------- Net Proceeds $106,016 In the event the Auction results in the successful bidder becoming the Primary Contract in an amount in excess of the Stalking Horse Contract, or should the purchase price contained in the Stalking Horse Contract be increased as a result of the Auction, the proceeds generated from the sale shall increase accordingly, thereby increasing the Net Proceeds which the Debtor will utilize to fund its amended Plan of Reorganization. A hearing on the Motion is set for May 16, 2019 at 3:00 p.m. About TM Village TM Village, Ltd., filed as a Domestic Limited Partnership in the State of Texas on Oct. 16, 2014, according to public records filed with Texas Secretary of State. TM Village commenced a Chapter 11 proceeding (Bankr. N.D. Tex. Case No. 18-32770) on Aug. 22, 2018. The petition was signed by John Chong, president and general partner. The Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Thomas Craig Sheils, Esq., and Mark Douglas Winnubst, Esq., at Sheils Winnubst PC, serve as the Debtor's counsel. TSC SNOWDEN: Files Chapter 11 Plan of Liquidation ------------------------------------------------- TSC/Snowden River North, LLC, filed a Chapter 11 plan of liquidation and accompanying disclosure statement. Class 4 - Allowed General Unsecured Claims (including disputed claims) are impaired with estimated claims $9,023.84, plus any deficiency claims of Class 2a and/or 2b Creditors after the sale of Real Property. After all holders of Allowed Administrative Expense Claims and Allowed Class 1, 2 and 3 Claims have received payment of the full amount of such Allowed Claims as provided in the Plan, each holder of an Allowed Class 4 Claim shall receive a Pro Rata distribution from Available Cash until such Allowed Class 4 Claims are paid in full. Class 1 - Allowed Secured Claim of Howard County, Maryland are impaired with Estimated Claims $8,113.00, as to all units. The holder of the Allowed Claim in Class 1 shall retain its lien on the Real Property. The Reorganized Debtor shall market the Real Property for sale in a commercially reasonable manner. At closing on the sale of the Real Property, Class 1 shall be paid in full, up to the allowed amount of its Claim. In the event that the Debtor is unable to close on a sale prior to March 31, 2020, the Debtor shall schedule an auction sale of the Real Property by June 30, 2020 pursuant to section 363 of the Bankruptcy Code. With respect to any sale pursuant to section 363 of the Bankruptcy Code, Debtor shall notify the Class 1 and 2 Claimants of the identity of the proposed auctioneer no later than March 31, 2020 of the date for advertising the sale. Once an advertisement is made, the Class 1 and 2 Secured Creditors shall be conclusively deemed to consent. Class 2a - Allowed Secured Claim of Capital Bank, NA are impaired with estimated claims $1,334,427.27, including prepetition arrears of $124,962.51 per proof of claim. Counsel for Claimant advises that this amount is $188,299.91, but this is subject to review. The holder of the Allowed Claims in Class 2a shall retain its liens on the Real Property. The Reorganized Debtor shall market the Real Property for sale in a commercially reasonable manner. At closing on the sale of the Real Property, after payment in full of the Allowed Class 1 Claim attaching to the said properties, the balance of the net sale proceeds shall be paid to Capital Bank, NA, up to the amount of its Allowed Claim. In the event the amount of the Class 2a Allowed Claim has not been fully determined, the undisputed portion of the Claim shall be paid at closing and the balance of the net sale proceeds, if any, shall be held by the Debtor pending final allowance of the Class 2a Claim. Upon closing, this debtor shall have no obligation to make adequate protection payments. Class 2b - Allowed secured claim of Snowden Professional Center, a Condominium are impaired with estimated claims $43,516.22. The holder of the Allowed Claims in Class 2b shall retain its liens on the Real Property with the same validity, priority and extent it had as of the Petition Date. The Reorganized Debtor shall market the Real Property for sale in a commercially reasonable manner. At closing on the sale of the Real Property, the liens held by the Class 2b creditor shall released and shall attach to the net proceeds of sale with the same validity, priority and extent held prior to the sale, up to the allowed amount of the Class 2b Claim. After payment in full of the Allowed Class 1 and Class 2a Claims attaching to the said properties, the balance of the Allowed Class 2b Claims shall be paid in full to Snowden Professional Center Condominium up to the amount of its Claim. Class 3 - Allowed Priority Claims are impaired. After all holders of Allowed Administrative Expense Claims and Allowed Class 1 and 2 Claims have received payment of the full amount of such Allowed Claims as provided in the Plan, each holder of an Allowed Class 3 Priority Claim shall receive a Pro Rata distribution from Available Cash until such Allowed Class 3 Claims are paid in full. Class 5 - Allowed Equity Interest are impaired. Upon the Effective Date, the holder of 100% of the Equity Interest shall retain such Equity Interest. The holder of the Equity Interest shall not be entitled, and shall not receive, any distribution of Available Cash on account of such Equity Interest under the Plan until holders of all Allowed Claims have been paid in full as provided under the Plan. Liquidation of the Debtor's Property is the foundation on which the Plan is based. The Debtor believes that a sale of its Real Property on commercially reasonable terms will occur and that the amount paid to holders of Allowed Claims will be maximized as provided for in the Plan. A full-text copy of the Disclosure Statement dated April 3, 2019, is available at https://tinyurl.com/yykxee5r from PacerMonitor.com at no charge. Counsel to the Debtor is David W. Cohen, Esq., in Baltimore, Maryland. About TSC/Snowden River North LLC TSC/Snowden River North, LLC is a privately-held company engaged in activities related to real estate. It owns three properties in River Parkway, Columbia, Maryland, having a total current value of $1.85 million. TSC/Snowden River North sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-25519) on November 26, 2018. At the time of the filing, the Debtor disclosed $1,850,400 in assets and $1,321,717 in liabilities. The Debtor tapped the Law Office of David W. Cohen as its legal counsel. TWITTER INC: S&P Withdraws Unsolicited 'BB-' Issuer Credit Rating ----------------------------------------------------------------- S&P Global Ratings withdrew its unsolicited 'BB-' issuer credit rating and 'BB-' issue-level ratings on Twitter Inc. S&P has made a determination to withdraw its public unsolicited ratings on Twitter Inc. Accordingly, the rating agency has withdrawn all of its public unsolicited issuer credit and issue-level ratings on Twitter. UNISON CONSTRUCTION: Files for Bankruptcy in Vancouver ------------------------------------------------------ Unison Construction Management Ltd. filed an assignment in bankruptcy pursuant to section 49 of the Bankruptcy and Insolvency Act, as amended, whereby Grant Thornton Limited was appointed as the trustee in bankruptcy over the estate of the Company. The first meeting of creditors will be held on April 23, 2019, at 10:00 a.m., at the office of Vancouver, at Suite 200-900 W Hasting Street in Vancouver, British Columbia V6c 1E5. The insolvency trustee can be reached at: Mark Wentzell Licensed Insolvency Trustee Grant Thornton 333 Seymour Street, Suite 1600 Vancouver, BC V6B 0A4 Tel: (604) 443-2173 (604) 687-2711 Fax: (604) 685-6569 Email: Mark.Wentzell@ca.gt.com Unison Construction Management Ltd. -- https://www.unisoncm.com/ -- is a design build company in Vancouver, Canada. WAFTA PROPERTIES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Wafta Properties LLC 25 Union Street Lodi, NJ 07644 Business Description: Wafta Properties LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), is the fee simple owner of a property located in Lodi, New Jersey having a current value of $1 million. Chapter 11 Petition Date: April 16, 2019 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 19-17709 Judge: Hon. Stacey L. Meisel Debtor's Counsel: Noah M. Burstein, Esq. NOAH M. BURSTEIN ATTORNEY AT LAW 1244 Sussex Road Teaneck, NJ 07666 Tel: 201-791-4888 Fax: 201-791-9553 E-mail: bursteinlawyer@aol.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Imaz Zaal, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-17709.pdf WAGGONER CATTLE: Rabo Disputes Lone Star Sr. Lien Contention ------------------------------------------------------------ Rabo AgriFinance LLC, f/k/a Rabo Agrifinance, Inc., a creditor and party in interest in both the Michael Quint Waggoner case and Waggoner Cattle, et al.'s cases, filed a Limited Response and Reservation of Rights to objection raised by Lone Star State Bank of West Texas to the first amended disclosure statement explaining the first amended plan of reorganization filed in the Michael Quint Waggoner case and the Corporate Debtors' jointly administered cases. Lone Star contends that it Holds a Senior Lien on Cliff Hanger's Personal Property Assets and Bugtussle's Personal Property Assets. Rabo disputes that Lone Star Bank has a "first lien security interest in" the personal property assets of Cliff Hanger Cattle, LLC. Rather, Rabo has the first priority lien on all of its assets (if any such assets exist). Lone Star Bank also contends that Rabo subordinated its liens in the assets of all Corporate Debtors other than Cliff Hanger Cattle under the Intercreditor Agreement. Rabo disputes these allegations to the extent they assert or suggest that the ICA impacted, in any way, the respective rights and liens of the parties concerning the assets of either Bugtussle or Circle W. Lone Star further contends that it has a Perfected Lien on the Debtors' Commercial Tort Claims and on Chapter 5 Avoidance Claims. Rabo disputes that Lone Star Bank has a perfected lien on any commercial tort claims belonging to the Debtors. It also disputes that Lone Star Bank has (or could even take) a perfected lien on post-petition Chapter 5 avoidance claims. Lone Star Bank also contends that the Bugtussle Deed of Trust is Avoidable as a Fraudulent Transfer. Rabo disputes that there is any cognizable fraudulent transfer claim regarding the granting of this trust deed lien. Attorneys for Rabo AgriFinance LLC: Thomas C. Riney, Esq. W. Heath Henricks, Esq. RINEY & MAYFIELD 320 South Polk Street, Suite 600 Amarillo, TX 79101 Tel: (806) 468-3200 Fax: (806) 376-4509 Email: triney@rineymayfield.com hhendricks@rineymayfield.com -- and -- Michael R. Johnson, Esq. RAY QUINNEY & NEBEKER P.C. 36 South State Street, Suite 1400 Salt Lake City, UT 84111 Tel: (801) 532-1500 Fax: (801) 532-7543 Email: mjohnson@rqn.com About Waggoner Cattle Waggoner Cattle, et al., are privately-held companies in Dimmitt, Texas, engaged in cattle ranching and farming. Circle W of Dimmitt, Inc. ("Circle W"), is the operating arm for Waggoner Cattle, LLC, Bugtusslel Cattle, LLC and Cliff Hanger Cattle, LLC, and it is managing the financial affairs of those companies. Waggoner Cattle, Circle W of Dimmitt, Inc., Bugtussle Cattle, LLC, and Cliff Hanger Cattle, LLC (Bankr. N.D. Tex. Case No. 18-20126 to 18-20129) simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on April 9, 2018. In the petitions signed by Michael Quint Waggoner, managing member the Debtors estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. WILLIAM THOMAS: Court Tosses Objections to CCO, TBI Claims ---------------------------------------------------------- Bankruptcy Judge David S. Kennedy entered an order denying William H. Thomas, Jr.'s objections to Proof of Claim No. 4 filed by Clear Channel Outdoor, Inc. and Proof of Claim No. 7 filed by Tennison Brothers, Inc. In the combined Objection to Claim Nos. 4 and 7 and ignoring the independent tort claims against him by creditors, Clear Channel and Tennison Brothers, Mr. Thomas argues, in pertinent part and among other things, as follows: The basis of such claims established that such claims were based upon judgments obtained by Clear Channel and Tennison Brothers which were predicated on Debtor's "illegal" actions under the Tennessee Billboard Regulation and Control Act of 1972, T.C.A. section 54- 21-101, et seq. (the "Billboard Act"). Clear Channel and Tennison Brothers admit that the [Tennessee] Billboard Act has been held unconstitutional in its entirety pursuant to a decision in Thomas v. Schroer, 248 F. Supp. 3d 868. Since the judgments against the Debtor are predicated on an unconstitutional law, the judgments are void and unenforceable. In its October 2018 Memorandum and Order, the Court granted summary judgment in favor of the Creditors, Clear Channel and Tennison Brothers, against Mr. Thomas by finding and concluding that Clear Channel's $4,035,487.60 (Proof of Claim No. 4) and Tennison Brothers' $1,094,670.94 (Proof of Claim No. 7) prepetition State Court default judgments were valid, nondischargeable debts for prepetition, independent torts; and, therefore, are now under applicable law valid claims against Mr. Thomas and the section 541(a) estate. In doing so, the Court, inter alia, considered this case record as a whole and applied the doctrines of collateral estoppel (i.e., issue preclusion), comity, and full faith and credit, and accordingly held that Mr. Thomas was unable to "relitigate" the constitutional and tort issues before this Bankruptcy Court at this time because they had been previously raised, heard, and considered by the Tennessee State courts. Further, it is emphasized that Mr. Thomas did not seek review or relief before the United States Supreme Court under 28 U.S.C. section 1257(a) regarding the State Court tort orders, which also discussed and considered the related constitutional matters raised by Mr. Thomas in the Tennessee Western Federal District Court action that is currently pending in and awaiting a decision by the Sixth Circuit Court of Appeals. In addition, in its January 2019 Memorandum and Order, the Court reiterated its earlier findings of fact and conclusions of law in its October 2018 Memorandum and Order and stated that such findings and conclusions also triggered the application of the "law of the case" doctrine, the doctrine of comity, and the full faith and credit clause under 28 U.S.C. section 1738. The Court also emphasized, once again, that Clear Channel and Tennison Brothers have valid, nondischargeable claims under 11 U.S.C. section 523(a)(6) against Mr. Thomas and this section 541(a) estate regardless of their amounts. The allowance of such claims is currently on appeal. Whether some part or all, if any, of the claims of Clear Channel and Tennison Brothers should be subordinated to other creditors and parties in interest will be saved for another day by this Court. In making both judicial determinations, this Court considered (not ignored as previously suggested by Mr. Thomas) the ruling of the Honorable Jon P. McCalla, United States District Judge for the Western District of Tennessee, which held that the Tennessee Billboard Regulation and Control Act was unconstitutional. However, it is expressly reiterated again that this Court noted that the Tennessee Civil Court of Appeals previously discussed and considered the intervening change of law with regards to the constitutionality of the Tennessee Billboard Act but found it essentially to be irrelevant as to the independent tort claims of Clear Channel and Tennison Brothers. Since Mr. Thomas failed to seek further review before the United States Supreme Court, the Court is not inclined to essentially reverse the Tennessee Civil Court of Appeals and act as a de facto United States Supreme Court. As previously stated on numerous prior occasions in this case, the bankruptcy court is not a reviewing, relitigating, or appellate court. Mr. Thomas might have been better served by seeking further judicial review of Tennison Bros. v. Thomas by filing a petition for a writ of certiorari with the United States Supreme Court if he felt that the Tennessee lower State courts were misapplying applicable law--not seeking review of these matters in this bankruptcy court. These statements and conclusions continue to reflect the Court's view and position regarding these matters. That is, and in summary, Clear Channel and Tennison Brothers under these particular circumstances and applicable law have valid, nondischargeable claims against Mr. Thomas, which, inter alia, have previously established the "law of this case," subject, of course, to the ultimate outcome of Mr. Thomas' pending appeals. A copy of the Court's Memorandum and Order dated April 2, 2019 is available at: http://bankrupt.com/misc/tnwb16-27850-643.pdf About William H. Thomas, Jr. William H. Thomas, Jr., is a resident of Perdido Key, Florida. He is an attorney licensed to practice in the State of Tennessee and owns various real estate and business interests, including the ownership and operation of various advertising billboards and raw land. William H. Thomas, Jr., sought Chapter 11 protection (Bankr. D. Tenn. Case No. 16-27850-DSK) on June 2, 2016. Counsel for the Debtor is Michael P. Coury, Esq., at Glankler Brown PLC. WPB HOSPITALITY: Frisco Buying Denver Property for $6 Million ------------------------------------------------------------- WPB Hospitality, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of a four-acre parcel located at 16161 E. 40th Avenue, Denver, Colorado, outside the ordinary course of business, to Frisco Acquisition, LLC for $6,068,133. The Debtor owns the Property located in the Gateway Park business district near Denver International Airport upon which is a partially constructed hotel. Construction of the hotel was temporarily stopped due to problems with the contractor, architect and the construction management company. American Lending Center, LLC ("ALC"), a secured creditor of WPB, is a California limited liability company whose business address is 1 World Trade Center, Ste. 1180, Long Beach, California. By the date of the April 1, 2019 post-petition interest payment, ALC will have received in excess of $210,000 in post-petition interest. ALC had filed a Motion for Relief from the Automatic Stay on Oct. 18, 2018 asserting the within Single Asset Real Estate reorganization was a bad faith filing and that relief from the automatic stay should be granted. On Feb. 7, 2019 the Court issued its Oral Ruling and Judgment in favor of ALC but conditioned continuation of the automatic stay for 90 days conditioned upon certain actions by the Debtor. The Order and Judgment requires, inter alia, payment of ALC's debt (liquidation of the property) by May 8, 2019. Post-petition the Debtor employed CBRE, Inc. to market the property. On March 15, 2019, the Debtor received a new Contract from Frisco Acquisitions which was dated Feb. 27, 2019. The Contract provides for (i) a purchase price of $6,068,133; (ii) a $100,000 earnest money deposit and the assumption of the ALC loan in the approximate balance of $5,310,330; and (iii) approximately $657,803 cash at closing (in addition to the $100,000 earnest money deposit). The Addendum provides specific obligations constituting part of the purchase price totaling $507,803. It also provides for a Reserve Fund in the amount of $250,000 for payment of administrative expenses, trustee fees, and attorneys’ fees in the Chapter 11 bankruptcy. The Contract does not provide for the 2018 real estate property taxes which are due on the property and which have not been paid. Additionally, the Contract does not provide for the pro-rated 2019 real estate property taxes or other transactional costs associated with the closing including title insurance, etc. The Addendum sets the closing date 29 days from the date the Bankruptcy Court authorizes the specific sale to Frisco Acquisitions but at least 45 days after mutual execution of the Contract. The closing will occur no later than 75 days after mutual execution of the Contract or Bankruptcy Court approval whichever occurs later. The original Addendum provides that the closing date may be extended for an additional 30 days by making an additional $125,000 deposit to earnest money. Paragraph 30.3 of the original Addendum describes that as part of the sale of the WPB property to Frisco Acquisition, Frisco Acquisition has contemporaneously entered into an agreement for the purchase and sale of LLC's interest with Wanda Bertoia, owner of WPB Hospitality, LLC and Alpine Hospitality, Inc. Through these separate agreements Abbas Consulting, Inc. will acquire all of Wanda Bertoia's right, title and interest in WPB Hospitality, LLC in exchange for the payment of $2.5 million. The actual agreement for the purchase and sale of LLC interest is between Wanda Bertoia, owner of WPB and Frisco Acquisition. It is not between Bertoia and Abbas Consulting, Inc. Paragraph 30.3 of the original Addendum also states that as further consideration, Wanda Bertoia and Alpine Hospitality, Inc. have agreed to release their claims against WPB. It also provides that Buyer and Seller agree that contemporaneously execution of the LLC Agreement is important to the overall consideration for closing of the transaction. As further consideration, Wanda Bertoia and Alpine Hospitality, Inc. have agreed to release their claims against WPB. The Agreement for Purchase and Sale of LLC Interest between Wanda Bertoia, owner of WPB Hospitality, LLC and Frisco Acquisition, LLC, a Texas limited liability company, provides that Wanda Bertoia is selling all of her right, title and interest in WPB for the sum of $2.5 million to Frisco Acquisition. Payment of the $2.5 million is by virtue of a $250,000 cash down payment at closing plus the execution of a Promissory Note for $2.25 million. The Agreement is also signed by Alpine Hospitality, Inc., a Colorado corporation owned by Wanda Bertoia. The Agreement was signed March 14, 2019 by all Parties. The Promissory Note provides for the payment of $2.25 million with interest on the unpaid balance from March 1, 2019 until paid at 6% per annum in monthly payments of $43,500 for 60 months or until paid in full. The Agreement for Purchase and Sale of LLC Interest provides that Wanda Bertoia and Alpine Hospitality, Inc. agree to release all claims that they may have against WPB in exchange for receiving all claims and interest in Denver County District Court Case Number 2018CV32991 (the Kumar lawsuit) styled as WPB Hospitality, LLC v. Kumar Construction Management, et al. The Kumar lawsuit is currently property of the Bankruptcy Estate. The Debtor asks that the assignment of the Kumar lawsuit be approved as part of the closing of the Frisco Contract. The Plaintiff in the Kumar litigation is WPB. The Defendant's in the Kumar litigation are Kumar Construction Management, Inc., Neil Kumar, Associated Architects, LTD, Tetra Tech, Inc., Aileron Investment Management, LLC, American Lending Center, LLC, and Case Inspection Services, Inc. On Sept. 21, 2018 ALC also filed a lawsuit in District Court, Arapahoe County, Colorado bearing case number 2018CV32245. ALC's Arapahoe lawsuit was filed against Alpine Hospitality, Inc. and Wanda S. Bertoia. Alpine Hospitality, Inc. and Wanda S. Bertoia filed an Answer and Counterclaims in the ALC Arapahoe lawsuit. Alpine Hospitality, Inc. and Wanda S. Bertoia as part of their Counterclaims in the ALC Arapahoe lawsuit incorporated many of WPB's claims set forth in the Kumar lawsuit. Summary of alleged liens and encumbrances: Note A & B DOT ALC $5,329,779 Storm Drain Lien City & County of Denver $135 Real Property Taxes City & County of Denver $101,341 Mechanic lien Rio Grande Co. $53,830 Mechanic lien O'Brien Concrete $13,887 Mechanic lien United Rentals $64,467 Mechanic lien Redd Iron, Inc. $53,220 Mechanic lien Metro Building Products $4,650 Mechanic lien Summit Services Group $3,520 Mechanic lien HD Supply Construction $3,556 Mechanic lien Waste Connections $5,335 Use Taxes City and County of Denver $158,843 ---------- Total: $5,837,682 Accordingly, the Debtor intends to pay the following liens and encumbrances at the time of closing in the approximate amounts indicated below: Storm Drain Lien City & County of Denver $135 Real Property Taxes City & County of Denver $101,341 Mechanic lien Rio Grande Co. $53,830 Mechanic lien O'Brien Concrete $13,887 Mechanic lien United Rentals $64,467 Mechanic lien Redd Iron, Inc. $53,220 Mechanic lien Metro Building Products $4,650 Mechanic lien Summit Services Group $3,520 Mechanic lien HD Supply Construction $3,556 Mechanic lien Waste Connections $5,335 Use Taxes City and County of Denver $158,843 -------- Total: $507,803 Since the realtors did not bring the Frisco Contract to the Debtor, no real estate commission will be paid. At this time Alpine has agreed to waive and release its unsecured claim (claim number 5) in the amount of $5,784,159 against WPB. Based upon the side agreement with Wanda Bertoia and Alpine Hospitality, Inc. the Alpine Hospitality, Inc. Proof of Claim will be withdrawn as part of the Contract. The Debtor is pursuing simultaneous Motions to Approve more than one (1) Contract for the sale of the Debtor's property. The Debtor requests that it is authorized using the Debtor's business judgment to close whichever of these transactions the Debtor deems the most appropriate and beneficial so long as the subject Contract being closed pays the Debtor's secured and unsecured creditors in full (with the exception of the Insiders, Alpine Hospitality, Inc. and Wanda Bertoia) without further Order of Court. So long as a previously approved sale by the Court pays the secured and unsecured creditors in full (with the exception of the Insiders, Alpine Hospitality, Inc. and Wanda Bertoia) the Debtor asks that it is permitted to elect in its sole and absolute discretion which of the approved Contracts to close. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/WPB_Hospitality_184_Sales.pdf The Debtor asks that the 14-day stay imposed by Fed.R.Bankr.P. 6004(h) be eliminated. The Purchaser: FRISCO ACQUISITION, LLC 8762 Preston Trace Blvd. Frisco, TX 75033 Attn: Paramjit Kaur Telephone: (972) 668-0327 E-mail: paramjitkaur251@yahoo.com About WPB Hospitality WPB Hospitality, LLC, is a single asset real estate company (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 16161 E. 40th Ave Denver, Colorado. WPB Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-18636) on Oct. 3, 2018. In the petition signed by Wanda Bertoia, owner, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Elizabeth E. Brown oversees the case. The Debtor tapped Lindquist-Kleissler & Company, LLC, as its legal counsel. On Nov. 14, 2018, the Court approved CBRE, Inc., as broker. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Gus Williams Bankr. N.D. Cal. Case No. 19-40826 Chapter 11 Petition filed April 10, 2019 Filed Pro Se In re 13 Hope Avenue Junction, LLC Bankr. D. Mass. Case No. 19-40591 Chapter 11 Petition filed April 10, 2019 See http://bankrupt.com/misc/mab19-40591.pdf represented by: Robert W. Kovacs, Jr., Esq. KOVACS LAW, P.C. E-mail: bknotices@rkovacslaw.com In re T.A. Adams Realty Inc. Bankr. D.N.H. Case No. 19-10488 Chapter 11 Petition filed April 10, 2019 See http://bankrupt.com/misc/nhb19-10488.pdf represented by: Steven M. Notinger, Esq. NOTINGER LAW, PLLC E-mail: steve@notingerlaw.com In re SGM Foods, LLC Bankr. E.D.N.Y. Case No. 19-42140 Chapter 11 Petition filed April 10, 2019 See http://bankrupt.com/misc/nyeb19-42140.pdf represented by: Kenneth A. Reynolds THE LAW OFFICES OF KENNETH A. REYNOLDS, ESQ, P.C. E-mail: kreynolds@kareynoldslaw.com In re The Elite Choice Salon Inc. Bankr. E.D.N.Y. Case No. 19-42155 Chapter 11 Petition filed April 10, 2019 See http://bankrupt.com/misc/nyeb19-42155.pdf represented by: Narissa A. Joseph, Esq. LAW OFFICE OF NARISSA A. JOSEPH E-mail: njosephlaw@aol.com In re 509 East 55th Street Corp. Bankr. E.D.N.Y. Case No. 19-42171 Chapter 11 Petition filed April 10, 2019 See http://bankrupt.com/misc/nyeb19-42171.pdf represented by: Bruce Feinstein, Esq. LAW OFFICES OF BRUCE FEINSTEIN E-mail: brucefeinsteinesq@gmail.com In re Juan Alfaro Design, Inc. Bankr. E.D.N.Y. Case No. 19-42177 Chapter 11 Petition filed April 10, 2019 See http://bankrupt.com/misc/nyeb19-42177.pdf represented by: Joseph Y. Balisok, Esq. BALISOK & KAUFMAN PLLC E-mail: balisoklawyers@gmail.com In re Westchester Development Corp. Bankr. S.D.N.Y. Case No. 19-22774 Chapter 11 Petition filed April 10, 2019 See http://bankrupt.com/misc/nysb19-22774.pdf represented by: Amanda Medina, Esq. AMANDA MEDINA, ESQ. E-mail: abogado1@aol.com In re Robert Thomson Bankr. C.D. Cal. Case No. 19-10654 Chapter 11 Petition filed April 10, 2019 represented by: Julie J. Villalobos, Esq. OAKTREE LAW E-mail: julie@oaktreelaw.com In re Olympia Law, PC Bankr. C.D. Cal. Case No. 19-14080 Chapter 11 Petition filed April 10, 2019 See http://bankrupt.com/misc/cacb19-14080.pdf represented by: Matthew D. Resnik, Esq. RESNIK HAYES MORADI LLP E-mail: matt@rhmfirm.com In re Divya Verma and Lolita Doodhauth Verma Bankr. D. Md. Case No. 19-14883 Chapter 11 Petition filed April 10, 2019 represented by: Brett Weiss, Esq. THE WEISS LAW GROUP, LLC E-mail: brett@bankruptcylawmaryland.com In re Suresh Dutia Bankr. E.D. Va. Case No. 19-11143 Chapter 11 Petition filed April 10, 2019 represented by: John P. Forest, II, Esq. STAHLZELLOE, P.C. E-mail: j.forest@stahlzelloe.com In re Just For You Coach, Inc. Bankr. N.D. Ala. Case No. 19-81116 Chapter 11 Petition filed April 11, 2019 See http://bankrupt.com/misc/alnb19-81116.pdf represented by: Stuart M. Maples, Esq. MAPLES LAW FIRM, PC E-mail: smaples@mapleslawfirmpc.com In re Zeta Graff Bankr. C.D. Cal. Case No. 19-14137 Chapter 11 Petition filed April 11, 2019 represented by: Michael Jay Berger, Esq. E-mail: michael.berger@bankruptcypower.com In re Rebecca Primicias Prudencio Bankr. C.D. Cal. Case No. 19-14146 Chapter 11 Petition filed April 11, 2019 represented by: William E. Krall, Esq. E-mail: Wmesq77@gmail.com In re Karl E. Lugus, D.D.S., P.C. Bankr. N.D. Ga. Case No. 19-55763 Chapter 11 Petition filed April 11, 2019 See http://bankrupt.com/misc/ganb19-55763.pdf represented by: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. E-mail: paul.marr@marrlegal.com In re Freedom Foods Bankr. D. Minn. Case No. 19-31112 Chapter 11 Petition filed April 11, 2019 See http://bankrupt.com/misc/mnb19-31112.pdf represented by: Joseph W. Dicker, Esq. JOSEPH W. DICKER PA E-mail: joe@joedickerlaw.com In re 596 Meyersville Road, LLC Bankr. D.N.J. Case No. 19-17388 Chapter 11 Petition filed April 11, 2019 See http://bankrupt.com/misc/njb19-17388.pdf represented by: Camille J. Kassar, Esq. LAW OFFICES OF CAMILLE KASSAR, LLC E-mail: ckassar@locklawyers.com In re Parkway Trucking Inc. Bankr. E.D.N.Y. Case No. 19-42185 Chapter 11 Petition filed April 11, 2019 Filed Pro Se In re Anthony J. Ezugwu Bankr. S.D.N.Y. Case No. 19-11130 Chapter 11 Petition filed April 11, 2019 represented by: Steven Amshen, Esq. PETROFF AMSHEN LLP E-mail: bankruptcy@lawpetroff.com In re David Carl Pfeiffer Bankr. S.D. Fla. Case No. 19-14762 Chapter 11 Petition filed April 12, 2019 represented by: Joel M. Aresty, Esq. E-mail: aresty@mac.com In re The Beyda Adult Day Care Center, LLC Bankr. S.D. Fla. Case No. 19-14809 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/flsb19-14809.pdf represented by: Chad T. Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: Chad@cvhlawgroup.com In re Janet Pivovarova and Jacob Mark Tsirkin Bankr. E.D.N.Y. Case No. 19-42228 Chapter 11 Petition filed April 12, 2019 represented by: Alla Kachan, Esq. E-mail: alla@kachanlaw.com In re The Landscape Home & Garden Center, Inc. Bankr. S.D.N.Y. Case No. 19-35586 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/nysb19-35586.pdf represented by: Michelle L. Trier, Esq. GENOVA & MALIN E-mail: michelle_genmal@optonline.net In re The Gregory Nathan Gould Co., LLC Bankr. S.D. Ohio Case No. 19-52361 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/ohsb19-52361.pdf represented by: Richard K. Stovall, Esq. ALLEN STOVALL NEUMAN FISHER & ASHTON LLP E-mail: stovall@aksnlaw.com In re Wynnefield Muilti Media LLC Bankr. E.D. Pa. Case No. 19-12380 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/paeb19-12380.pdf represented by: Michael P. Kutzer, Esq. MICHAEL P. KUTZER, ATTORNEY AT LAW E-mail: mpkutzer1@gmail.com In re Woodcrest Ace Hardware Inc. Bankr. C.D. Cal. Case No. 19-13127 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/cacb19-13127.pdf represented by: Robert B. Rosenstein, Esq. ROSENSTEIN & ASSOCIATES E-mail: robert@thetemeculalawfirm.com In re 9 Fingers Inc. Bankr. C.D. Cal. Case No. 19-13130 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/cacb19-13130.pdf represented by: Robert B. Rosenstein, Esq. ROSENSTEIN & ASSOCIATES E-mail: robert@thetemeculalawfirm.com In re P&P Hardware Inc. Bankr. C.D. Cal. Case No. 19-13131 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/cacb19-13131.pdf represented by: Robert B. Rosenstein, Esq. ROSENSTEIN & ASSOCIATES E-mail: robert@thetemeculalawfirm.com In re Riverside Ace Hardware Inc. Bankr. C.D. Cal. Case No. 19-13132 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/cacb19-13132.pdf represented by: Robert B. Rosenstein, Esq. ROSENSTEIN & ASSOCIATES E-mail: robert@thetemeculalawfirm.com In re Wildomar Ace Hardware Inc. Bankr. C.D. Cal. Case No. 19-13133 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/cacb19-13133.pdf represented by: Robert B. Rosenstein, Esq. ROSENSTEIN & ASSOCIATES E-mail: robert@thetemeculalawfirm.com In re New Kang Suh, Inc. Bankr. S.D.N.Y. Case No. 19-22793 Chapter 11 Petition filed April 12, 2019 See http://bankrupt.com/misc/nysb19-22793.pdf represented by: Michael A. King, Esq. LAW OFFICE OF MICHAEL A. KING E-mail: romeo1860@aol.com In re Gregory Lashone Goines Bankr. S.D. Ala. Case No. 19-11228 Chapter 11 Petition filed April 12, 2019 represented by: J. Willis Garrett, Esq. E-mail: wgarrett@gallowayllp.com In re David K. Crowe and Colleen M. Crowe Bankr. D. Ariz. Case No. 19-04406 Chapter 11 Petition filed April 12, 2019 represented by: Frederick J. Petersen, Esq. MESCH, CLARK & ROTHSCHILD, P.C. E-mail: ecfbk@mcrazlaw.com In re Paul Byatt Claeyssens and JoAnn Claeyssens Bankr. N.D. Cal. Case No. 19-10241 Chapter 11 Petition filed April 13, 2019 represented by: Gina R. Klump, Esq. LAW OFFICE OF GINA R. KLUMP E-mail: klumplaw@gmail.com In re Nilsa Quintana Bankr. C.D. Cal. Case No. 19-10910 Chapter 11 Petition filed April 16, 2019 represented by: Lionel E. Giron, Esq. LAW OFFICES OF LIONEL E GIRON E-mail: ecf@lglawoffices.com In re Shahzaad A. Ausman Bankr. C.D. Cal. Case No. 19-14275 Chapter 11 Petition filed April 15, 2019 represented by: Kevin Tang, Esq. TANG & ASSOCIATES E-mail: kevin@tang-associates.com In re Damon G. Rushin Bankr. E.D. Cal. Case No. 19-22315 Chapter 11 Petition filed April 15, 2019 Filed Pro Se In re Blue Cat Carriers LLC Bankr. W.D. Ky. Case No. 19-31199 Chapter 11 Petition filed April 15, 2019 See http://bankrupt.com/misc/kywb19-31199.pdf represented by: Neil Charles Bordy, Esq. SEILLER WATERMAN LLC E-mail: bordy@derbycitylaw.com In re William E. Nelson, Jr. Bankr. D. Md. Case No. 19-15095 Chapter 11 Petition filed April 15, 2019 represented by: John Douglas Burns, Esq. THE BURNS LAWFIRM, LLC E-mail: info@burnsbankruptcyfirm.com In re Eric Alexander Hair Salon, LLC Bankr. D. Md. Case No. 19-15121 Chapter 11 Petition filed April 15, 2019 See http://bankrupt.com/misc/mdb19-15121.pdf represented by: David J. Kaminow, Esq. L/O JILL POGACH MICHAELS E-mail: dkaminow@kamlaw.net In re Jerry H. Stevenson and Beth C. Stevenson Bankr. E.D.N.C. Case No. 19-01694 Chapter 11 Petition filed April 15, 2019 represented by: Danny Bradford, Esq. PAUL D. BRADFORD, PLLC E-mail: dbradford@bradford-law.com In re Family4ward, Inc. Bankr. D. Neb. Case No. 19-40629 Chapter 11 Petition filed April 15, 2019 Filed Pro Se In re Convivium Catering Inc. Bankr. E.D.N.Y. Case No. 19-42261 Chapter 11 Petition filed April 15, 2019 See http://bankrupt.com/misc/nyeb19-42261.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com info@m-t-law.com In re Michael Anthony Foster, Jr. Bankr. E.D. Pa. Case No. 19-12391 Chapter 11 Petition filed April 15, 2019 Filed Pro Se In re Hubbard Logging, Inc. Bankr. S.D. W.Va. Case No. 19-10048 Chapter 11 Petition filed April 15, 2019 See http://bankrupt.com/misc/wvsb19-10048.pdf represented by: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE E-mail: joecaldwell@frontier.com & chuckriffee@frontier.com In re Veterans Fellowship Ministries Bankr. D. Del. Case No. 19-10857 Chapter 11 Petition filed April 16, 2019 Filed Pro Se In re Fort Bragg Carolina Trust Bankr. M.D. Fla. Case No. 19-03388 Chapter 11 Petition filed April 15, 2019 Filed Pro Se In re American Pharmaceutical Innovations Company, LLC Bankr. N.D. Ill. Case No. 19-10946 Chapter 11 Petition filed April 16, 2019 See http://bankrupt.com/misc/ilnb19-10946.pdf represented by: Ben L. Schneider, Esq. SCHNEIDER & STONE E-mail: ben@windycitylawgroup.com In re John S. Won MD PA Bankr. E.D.N.C. Case No. 19-01719 Chapter 11 Petition filed April 16, 2019 See http://bankrupt.com/misc/nceb19-01719.pdf represented by: George F. Sanderson, Esq. THE SANDERSON LAW FIRM, PLLC E-mail: George@georgesandersonlaw.com In re John S. Won Bankr. E.D.N.C. Case No. 19-01725 Chapter 11 Petition filed April 16, 2019 represented by: William P. Janvier, Esq. Samantha Y. Moore, Esq. JANVIER LAW FIRM, PLLC E-mail: bill@janvierlaw.com samantha@janvierlaw.com In re Casey Ren Mott Bankr. D. Oregon Case No. 19-31388 Chapter 11 Petition filed April 16, 2019 represented by: Anthony V. Albertazzi, Esq. ALBERTAZZI LAW FIRM E-mail: a.albertazzi@albertazzilaw.com In re K. Investment Group, LLC Bankr. E.D. Va. Case No. 19-11220 Chapter 11 Petition filed April 16, 2019 See http://bankrupt.com/misc/vaeb19-11220.pdf represented by: Nathan A. Fisher, Esq. FISHER-SANDLER, LLC E-mail: Fbarsad@cs.com ********* 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. 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