/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190424.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 24, 2019, Vol. 23, No. 113 Headlines 1515-GEENERGY Holding: Proposed Sale/Transfer of RECs Approved 3C'S BLESSING: Must Use Official Form 425C in Reports, Ct. Rules A TOP NEW CASTING: Authorized to Employ J. Benak as Special Counsel ACIS CAPITAL: Hearing on Oaktree Supplemental Amount Required ALBANY EYE: PCO Files 1st Report ALLIANCE CONSULTING: Denial of PML Bid to Reopen Ch. 11 Case Upheld AMERICAN RESOURCE: DOJ Watchdog Directed to Appoint Ch. 11 Trustee AMERICAN TRUCK: May 22 Plan Confirmation Hearing ATLANTA AUCTION: $1.2M Sale of Forest Park Property Approved AVERY'S USED CARS: May 29 Plan Confirmation Hearing Set AZURE LA PALMA: PCO Files 1st Report BANNER MATTRESS: Case Summary & 20 Largest Unsecured Creditors BANTRY COMPONENTS: $300K Sale of All Assets to Riedon Approved BENTWOOD FARMS: Unsecured Creditors to Recoup 10%-15% Under Plan BIFM CA: Moody's Assigns 'B3' CFR & Rates Secured Loans 'B1' BIFM UK: S&P Assigns 'B' Issuer Credit Rating on Leveraged Buyout BIOSCRIP INC: Expects to Close Option Care Merger in H2 2019 BRISTOW GROUP: Warns It May Elect to Enter Chapter 11 BROOKFIELD PROPERTY: Moody's Rates $750MM Secured Notes 'Ba3' BROOKFIELD PROPERTY: S&P Rates New $750MM Sr. Secured Notes 'BB+' CALVARY COMMUNITY: Trustee Files Chapter 11 Liquidating Plan CAROL ROSE: Sale of Personal Property Dismissed without Prejudice CHARTER NEX: Moody's Affirms B3 CFR on Next Gen Acquisition CHESTNUT FIRM: DOJ Watchdog Wants Ch. 7 Conversion, Ch. 11 Trustee CJ HOLDING: Court Affirms Enforcement of Confirmation Order COMPASS GROUP: S&P Affirms B+ ICR as Investment Appetite Moderates CORTLAND HABITATS: Unsecureds' Recovery Reduced to 8% in New Plan CRANBERRY GROWERS: Denial of Maxwell Bid for Recoupment Upheld DASA ENTERPRISES: Case Summary & 3 Unsecured Creditors EDEN HOME: PCO Files 7th Report ELEMENTS BEHAVIORAL: PCO Files 4th and Final Report EMPRESAS CARRION: Unsecureds to Get 1% Under Chapter 11 Plan ENTERCOM COMMUNICATIONS: S&P Rates $300MM Secured Notes 'B-' ENVIGO LABORATORIES: Moody's Reviews Caa2 CFR for Upgrade ERI AMERICA: Plan and Disclosures Hearing Moved to May 14 FIRSTENERGY SOLUTIONS: Parent Backs FES's Revised Disclosures FLEXERA SOFTWARE: Moody's Affirms B2 CFR, Outlook Stable FUSE LLC: Case Summary & 30 Largest Unsecured Creditors GAVILAN RESOURCES: Moody's Alters Outlook on B3 CFR to Negative HARLAND CLARKE: S&P Lowers ICR to 'B-' on Declining Cash Flow HG & ZG: Unsecureds to Get Monthly Payments for 10 Years at 2% HISTORIC HABITATS: Unsecureds to Get $22,500 Under Amended Plan II-VI INC: Fitch Assigns First-Time BB IDR, Outlook Stable II-VI INC: Moody's Assigns First Time B1 CFR, Outlook Stable II-VI INC: S&P Assigns 'BB-' Issuer Credit Rating on Finisar Deal INSYS THERAPEUTICS: Utilizes Power to Tender Director Resignation IRON BRIDGE: Court Dismisses Chapter 11 Bankruptcy Case JAMES M. AMOR: $620K Sale of New Holland Property to Chateau Okayed JEANETTE CALICCHIA: $600K Sale of Mahopac Property to Gurkas Okayed JONES ENERGY: Full Payment for Unsecureds in Proposed Joint Plan JTRL LLC: To Sell Ohio River Property to Fund Plan Payments KONA GRILL: Must Pay Fees to Avoid Nasdaq Delisting LAWSON NURSING HOME: PCO Files 2nd Report LEEBER REALTY: Trustco Bid to Vacate Summary Judgment Opinion Nixed LUBY'S INC: Posts $6.6 Million Net Income in Second Quarter MAJOR EVENTS: $100K Sale of Philadelphia Property to Parkers Okayed MANHATTAN JEEP: Court Junks Fund Trustees' Bid to File Late Claim MARTIN J. SMITH: Proposed Property Sale Denied without Prejudice MICROVISION INC: Signs $2M Subscription Agreement with Investor MOSS CREEK: Moody's Rates Proposed $500MM Senior Unsec. Notes 'B3' NEWARK WATERSHED: Court Tosses Bid to Modify Restitution Orders NSPIRE HEALTH: Case Summary & 20 Largest Unsecured Creditors OLAIDE DARAMOLA: New Plan Increased Interest Rate for HJR Claim OLLIE WILLIAM FAISON: 4th Cir. Reverses Ruling on SNI Unsec. Claim PACHANGA INC: Plan Confirmation Hearing Scheduled for May 16 PEEQ MEDIA: Case Summary & 2 Unsecured Creditors PHILMAR CARE: PCO Files 1st Report PLAINVILLE LIVESTOCK: DOJ Watchdog Seeks Ch. 11 Trustee Appointment POP'S PAINTING: May 10 Plan Confirmation Hearing PQ CORP: S&P Affirms B+ ICR on Strong Profitability; Outlook Stable RELIABLE GALVANIZING: $35K Sale of Personal Property Confirmed REMARKABLE HEALTHCARE: Court OK's Disclosures; May 13 Plan Hearing RENAISSANCE RADIO: Stockholder Bid to Reopen Ch. 11 Case Tossed RENATO'S GRILL: Plan, Disclosures Hearing Continued to May 7 REVOLUTION MONITORING: Clarifies Unimpaired Classes of Claims RICHLAND FARMS: Proposed $94K Sale of Equipment Approved ROSE ESKANDARI: $650K Sale of Woodbrige Parcel to Clear Approved SAFE HAVEN: April 25 Disclosure Statement Hearing SATYAGRAHA INC: May 7 Disclosures, Plan Confirmation Hearing SCOTTISH ANNUITY: Don Beskrone Appointed as Interim Trustee SERVICE PAINTING: Asks Court to Approve Plan Outline SILVER SCREEN: U.S. Trustee Objects to Disclosure Statement SINGLE SERVE: Case Summary & 20 Largest Unsecured Creditors SNEEDCREST APARTMENTS: $1M Private Sale of Kankakee Property Okayed SOUTHERN PRODUCE: Court Allows Objection to Kornegay PACA Claim STRATOS ENTERPRISES: $450K Private Sale of West Monroe Okayed SUNNYLAND FARMS: Court Lacks Jurisdiction to Compel Arbitration SWIFT AIR: Red Eye, et al., Bid to Exclude Alter Ego Evidence OK'd T&N FOUNTAIN: Case Summary & Largest Unsecured Creditors TOWN STAR: Files Chapter 11 Plan of Liquidation TRUCK HERO: Moody's Rates Proposed $335MM Senior Sec. Notes 'B2' U.S. TOMMY: Panel Upholds Dismissal of Ch. 11 Bankruptcy Case UNIVERSITY PHYSICIAN: Unsecureds to Get 77.5% Under Plan VAN'S LAUNDROMATS: To Pay Capital Gains Taxes Separate from Plan VERNON PARK: Sale of Church Property to Pay Secured Creditors W RESOURCES: $4.4M Sale of All Mineral Servitudes Approved WELDED CONSTRUCTION: $20M Private Sale of Assets to Agent Approved WEYERBACHER BREWING: Case Summary & 20 Largest Unsecured Creditors WILLOWOOD USA: $10M Sale of All Assets to Generic Approved WITISI LLC: Case Summary & 18 Unsecured Creditors XTAL INC: Auction Sale of Office Equipment Approved YBARRA ENTERPRISES: No Complaints Received in March 2019 YEAMAN MACHINE: May 16 Auction of Business Approved ********* 1515-GEENERGY Holding: Proposed Sale/Transfer of RECs Approved -------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized 1515-GEEnergy Holding Co. LLC and BBPC, LLC, to sell and transfer their renewable energy certificates ("RECs") in the secondary market utilizing customary brokers and agents. The Debtors will not sell the RECs identified as the 236 MA Class I RECs, FQ3 2018 identified in the objection of Maple Leaf Solar, LLC filed at Docket No. 176. The Debtors will make commercially reasonable efforts to return the Maple RECs to Maple Leaf on or before April 19, 2019 and are authorized to make such transfer. All parties' rights are reserved with respect to Maple Leafs claims for payment with respect to the Maple RECs as set forth in proof of claim number 58, filed on March 8, 2019, including without limitation rights with respect to amount and priority. The Debtors will not enter into the Letter Agreement attached as Exhibit B to the Motion absent further order of the Court. The sales and transfers of RECs are, without need for any action by any party, free and clear of all Liens, with such Liens attaching to the proceeds of such sale or transfer. The Debtors will provide a written report to the Court, the U.S. Trustee, the counsel to Macquarie, and those parties requesting notice pursuant to Bankruptcy Rule 2002, beginning with the calendar quarter ending on June 30, 2019, and each calendar quarter thereafter, no later than 15 days after the end of each such calendar quarter, concerning any such transactions consummated during the preceding calendar quarter pursuant hereto, including the names of purchasing or selling parties, as applicable, and the types and amounts of the transactions. The Debtors are authorized to pay those necessary fees and expenses incurred in the sale or transfer of RECs, including commission fees to agents, brokers, auctioneers, and liquidators. Notwithstanding anything to the contrary contained in the Order, any payment to be made or authorization contained thereunder will be subject to the requirements imposed on the Debtors under any order regarding the use of cash collateral, or budget in connection therewith, approved by the Court in the Chapter 11 Cases. About 1515-GEEnergy Holding Co. LLC and BBPC LLC With its headquarters in Brooklyn, New York, BBPC LLC, doing business as Great Eastern Energy, provides energy commodities to retail customers. BBPC began serving natural gas customers in New York, New Jersey and Massachusetts in 2000, and later expanded to serve electricity customers in New York, New Jersey, Massachusetts, and Connecticut in 2013. 1515-GEEnergy Holding Co. LLC owns 100% of the equity in BBPC. 1515-GEEnergy Holding Co. LLC and BBPC LLC sought Chapter 11 protection (Bankr. D. Del. Case Nos. 19-10303 and 19-10304) on Feb. 14, 2019. The Debtors estimated $50 million to $100 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Kevin J. Carey is the case judge. The Debtors tapped McLaughlin & Stern, PLLC as bankruptcy counsel; Klehr Harrison Harvey Branzburg LLP as Delaware counsel; Glassratner Advisory & Capital Group, LLC as financial advisor; and Omni Management Group, Inc., as claims, noticing, and administrative agent. 3C'S BLESSING: Must Use Official Form 425C in Reports, Ct. Rules ---------------------------------------------------------------- Bankruptcy Judge Martin Glenn entered an order granting in part and denying in part 3C's Blessing, Inc.'s motion to use preexisting business forms. Debtor 3C’s Blessing in this small business chapter 11 case filed a motion seeking authorization to use its preexisting business forms, specifically a balance sheet and income statement, in lieu of Official Form 425C. The Debtor is a franchisee of Little Caesar Enterprises. It operates five Little Caesars Pizza restaurants. As a franchisee, the Debtor is required to prepare its financial reports using four-week reporting intervals, rather than monthly reporting intervals, meaning that the Debtor prepares 13 reports annually instead of the typical 12 reports. The Debtor's financial reporting computer software is geared to this four-week reporting cycle. The U.S. Trustee Guidelines, however, require debtors to prepare monthly operating reports using Official Form 425C. The Debtor alleges that filing the Form 425C report will have a negative impact on the Debtor's reorganization efforts. The Court does not believe that requiring the use of Official Form 425C imposes an unreasonable burden on this Debtor. The Debtor states that requiring it to use Official Form 425C would require it to "change its Business Forms." But the Debtor can use the information in its existing business forms to complete Official Form 425C. The Debtor explains that its financial reporting--required by the franchisor--is based on four-week reporting intervals, rather than monthly reporting intervals. While Official Form 425C generally calls for monthly financial reporting, as already explained, Rule 2015(a)(6) specifically authorizes the Court to adjust the reporting intervals. Here, the Debtor has established good cause to adjust the reporting intervals from monthly to every four weeks. This will allow the Debtor to avoid having to modify its financial reporting software for use in preparing reports on Official Form 425C. The burden of filing additional reports is not substantial. Official Form 425C requires the Debtor to provide additional information that is not contained in the Debtor's existing business forms. For example, Official Form 425C asks whether a debtor has timely (i) paid all of its bills, (ii) paid its employees on time, (iii) filed and paid tax returns, and (iv) paid its insurance premiums While not all of this information is readily identifiable in the Debtor's existing business forms, this required information is essential for the U.S. Trustee to carry out its important monitoring role in small business cases. Official Form 425C also requires the Debtor to attach documents, such as bank statements and financial reports, including income statements (profit & loss) and balance sheets. The Debtor's business forms include a balance sheet and income statement. These documents must be attached to Official Form 425C; they supplement the information provided in Official Form 425C rather than replace the Form. Lastly, while Rule 2015(a)(6) expressly permits the Court to adjust the reporting intervals for cause, it does not authorize the Court to excuse a debtor from using Official Form 425C. In sum, the Debtor must use Official Form 425C in its reports, but it may utilize four-week intervals in completing the reports, rather than monthly intervals. A copy of the Court's Memorandum Opinion and Order dated April 10, 2019 is available at: http://bankrupt.com/misc/nysb19-10830-31.pdf About 3C's Blessing 3C's Blessing, Inc., d/b/a Little Caesars Pizza, based in Bronx, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-10830) on March 21, 2019. In the petition signed by Adegboyega Otufale, president, the Debtor disclosed $357,482 in assets and $1,210,915 in liabilities. Todd S. Cushner, Esq., at the Law Offices of Cushner & Associates, P.C., serves as bankruptcy counsel to the Debtor. A TOP NEW CASTING: Authorized to Employ J. Benak as Special Counsel ------------------------------------------------------------------- Bankruptcy Judge Carl L. Bucki authorizes debtor A Top New Casting to employ James Benak as special counsel with regard to an appeal of the judgment previously granted to Bodum USA, Inc. The authorization is granted on condition that all fees are subject to the approval of this Court and that counsel may withdraw from its representation only with this Court's consent. In the event that Benak increases his rates while this case is pending, he must file a supplemental declaration advising of that change. Otherwise, the Court approves the terms of employment set forth in the debtor's application, including the agreement to advance a retainer in the amount of $20,000. Based on a stipulation signed by counsel for the debtor and for Bodum, the Court previously granted partial relief from the automatic stay under 11 U.S.C. section 362, "for the sole purpose of permitting final resolution of all matters, including appeals, remaining to be adjudicated and/or ruled on" in the trade dress infringement action. This stay relief expressly excluded any acts to collect on the final judgment. Hoping to reverse the trial decision, the debtor has now moved to employ James Benak, Esq., to serve as its special counsel on an appeal to the U.S. Court of Appeals for the 7th Circuit. In papers signed by its principal, the debtor advises that Benak is familiar with the case, in that he had represented the debtor at the trial. The proposed employment agreement calls for the debtor to advance a retainer of $20,000. Although this sum is to be paid from property of the bankruptcy estate, the debtor’s principal has guaranteed and agreed to pay any legal fees in excess of the retainer. Notwithstanding any fee arrangement, however, the debtor's counsel has agreed that any allowances will require the further approval of this Court. Bodum objected to employment that would require the use of estate assets to pay a retainer. If authorized, a payment of $20,000 would dissipate the majority of the debtor’s available cash. As the holder of approximately eighty percent of all claims, Bodum argued that the estate should instead reserve those funds for payment on account of outstanding obligations. This creditor complained that otherwise, the debtor essentially asks Bodum to finance litigation against itself. The objection of Bodum is overruled. Pursuant to 11 U.S.C. section 1108, until such time as the Court might order otherwise, a debtor in possession has authority to operate its business. For this reason, a debtor is generally allowed to exercise its reasonable business judgment. Here, A Top New Casting has articulated sufficient justification for the employment of James Benak as special counsel. Unless the Circuit Court reverses the trial decision, the debtor will be burdened with approximately five times the debt that it would otherwise carry. Further, the judgment will effectively prevent the debtor from continuing a significant part of its previous business. To assist in its appeal, the debtor seeks to employ counsel who is already familiar with the dispute. The Court expresses no view on the likelihood of success on any appeal of Bodum's outstanding judgment. Rather, the Court merely finds no reason to reject the debtor's exercise of its business judgment on the questions of whether and how to pursue an appeal. In particular, the Court finds no reason for concern with regard to the amount of a retainer, especially inasmuch as those funds serve only as security and remain property of the estate until such time as this Court approves a fee allowance. A copy of the Court's Order dated March 21, 2019 is available at: http://bankrupt.com/misc/nywb1-18-11110-96.pdf About A Top New Casting Inc. A Top New Casting, Inc., a supplier of engine parts in Buffalo, New York, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-11110) on June 7, 2018. In the petition signed by Jian Liang, officer, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. Judge Carl L. Bucki presides over the case. James M. Joyce, Esq., serves as the Debtor's bankruptcy counsel. ACIS CAPITAL: Hearing on Oaktree Supplemental Amount Required ------------------------------------------------------------- Bankruptcy Judge Stacey G. Jernigan addresses the contested matter regarding a $207,116.23 proposed payment that the Chapter 11 Trustee believes he is required to remit to an entity known as Oaktree Capital Management, L.P. Upon review, Judge Jernigan rules that the court will not permit payment at this time of the Oaktree Supplemental Amount but, rather, will require a supplemental hearing on this matter. Oaktree served as a former stalking horse in the chapter 11 cases of Acis Capital Management, L.P. and Acis Capital Management GP, LLC on a proposed a transaction with the Chapter 11 Trustee, to fund a Chapter 11 plan that never came to fruition. Oaktree was earlier paid a $2.5 million breakup fee in respect of the failed transaction, but the $207,116.23 amount is an additional amount that the Chapter 11 Trustee believes is also owed to Oaktree. Party-in-interest Highland Capital Management filed a pleading in opposition to payment of this supplemental amount which is what triggered the contested matter. At the supplemental hearing, the reasonableness of this payment must be demonstrated. This reasonableness showing is being required, in the interest of justice, since the court believes that: (a) parties-in-interest and the court had reason to be utterly confused about whether certain previously bargained-for "Equivalent Revenue" consideration had been entirely waived by Oaktree (versus merely compromised at the level of $207,116.23)--in fact, comments at an August 1, 2018 hearing clearly suggested waiver and no one mentioned a $207,116.23 compromised amount; and (b) in light of this confusion and non-disclosure, the Oaktree Supplemental Amount can, at best, be viewed as an expense of Oaktree that, in order to be reimbursed, should be subject to a reasonableness evaluation. A copy of the Court's Order dated Feb. 13, 2019 is available at https://bit.ly/2PlBkBx from Leagle.com. The bankruptcy cases are in re: CIS CAPITAL MANAGEMENT, L.P., (Chapter 11), Debtor, ACIS CAPITAL MANAGEMENT GP, L.L.C., (Chapter 11), Debtor, Case Nos. 18-30265-SGJ-11, 18-30264-SGJ-11 (Bankr. N.D. Tex.). Acis Capital Management, L.P., Debtor, represented by Jeff P. Prostok , Forshey & Prostok, LLP. Acis Capital Management GP, LLC, Consolidated debtor, represented by Jeff P. Prostok , Forshey & Prostok, LLP. Robin Phelan, Trustee, represented by Annmarie Antoniette Chiarello , Winstead PC, Jason Alexander Enright , Winstead PC, Matthias Kleinsasser , Forshey & Prostok, L.L.P., Phillip L. Lamberson , Winstead PC, Rakhee V. Patel -- rpatel@winstead.com -- Winstead PC, Jeff P. Prostok , Forshey & Prostok, LLP, Suzanne K. Rosen , Forshey & Prostok, LLP & Joseph J. Wielebinski, Jr. -- jwielebinski@winstead.com -- Winstead PC. United States Trustee, U.S. Trustee, represented by Lisa L. Lambert, Office of the United States Trustee. About Acis Capital Management Joshua N. Terry, as petitioning creditor, on Jan. 30, 2018, filed an involuntary petition against Acis Capital Management, L.P., thereby initiating the Acis LP bankruptcy case. Mr. Terry also filed an involuntary petition against Acis Capital Management GP, thereby initiating the Acis GP bankruptcy case. On April 13, 2018, after six days of testimony and argument, the Bankruptcy Court entered its findings of fact and conclusions of law in support of orders for relief on the involuntary bankruptcy petitions. Also on April 13, Diane Reed was appointed as interim Chapter 7 trustee for the Debtors' bankruptcy estates. On April 18, the Court entered its order directing that the cases be jointly administered under Case No. 18-30264 (Bankr. N.D. Tex.). The Hon. Stacey G Jernigan presides over the cases. On May 4, 2018, the Chapter 7 trustee filed a motion to convert the cases to Chapter 11. On May 11, the court entered an order granting the motion. On May 14, 2018, the U.S. Trustee appointed Robin Phelan as Chapter 11 trustee for the Debtors. The trustee hired Forshey & Prostok, LLP as counsel; Winstead PC, as special counsel; and Miller Buckfire & Co., LLC and Stifel, Nicolaus & Co., Inc., each a wholly-owned subsidiary of Stifel Financial Corp., as financial advisor and investment banker. The court has conditionally approved the disclosure statement with respect to the First Amended Joint Plan filed by the Debtors. ALBANY EYE: PCO Files 1st Report -------------------------------- Krystal A. Curley, the appointed Patient Care Ombudsman for Albany Eye Physicians and Surgeons d/b/a Stasior & Stasior Eye Care, filed the first report for the period of May 23, 2018, through March 6, 2019. During the visit, the PCO interviewed Debtor's business manager, Leanne Peters. The PCO narrated that Peters does not believe that bankruptcy has impacted the ability of the business to deliver the quality of care and services to the patients. Moreover, the PCO observed that Peters claimed to be willing and available to address patient complaints as they occur. Further, there were no documented incidents of patient complaints surrounding the quality of care or services. Per the recommendation of the PCO, the Debtor is advised to use some type of patient-evaluation tool post patient services, such as comment card, to ensure the patient satisfaction and the quality of patient care and services. The PCO added that utilizing a retrospective evaluation also gives the patients an opportunity to share their experience with the business. A full-text copy of the PCO's First Report is available at https://is.gd/KNwBK6 from PacerMonitor.com at no charge. About Albany Eye Physicians & Surgeons Albany Eye Physicians & Surgeons, P.C., which conducts business under the name Stasior & Stasior Eye Care, filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 18-10626-1) on April 11, 2018. In the petition signed by Orkan Stasior, president, the Debtor estimated assets of less than $100,000 and debts of less than $500,000. The Debtor hired Nolan & Heller, LLP as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. Krystal A. Curley was appointed as the patient care ombudsman for the Debtor pursuant to Section 333(a)(1) of the Bankruptcy Code. ALLIANCE CONSULTING: Denial of PML Bid to Reopen Ch. 11 Case Upheld ------------------------------------------------------------------- District Judge Louis Guirola, Jr. affirms the bankruptcy court's March 18, 2019 order denying Plant Material's motion to reopen Alliance chapter 11 case and dismisses the appeals case captioned PLANT MATERIALS, LLC, Appellant, v. ALLIANCE CONSULTING GROUP, LLC, et al., Appellees, Cause No. 1:18CV105-LG-RHW (S.D. Miss.). Prior to filing for bankruptcy, Alliance was engaged in the production of frac sand, a material that is used in the fracking process. Using a loan that it obtained from Spectrum Origination, LLC, Alliance had built and operated a drying facility on land that it leased from another entity. Elle Investments LLC and Stonehill Institutional Partners LP subsequently acquired the loan. After Alliance began to suffer financial difficulties, a separate entity, Shale Support Services LLC ("S3") took over the management of the drying facility. On Oct. 3, 2013, some of Alliance's creditors filed an involuntary Chapter 11 petition for relief against Alliance, and the Bankruptcy Court appointed Richard W. Cryar to serve as Trustee. In May 2014, S3 and Cryar, in his capacity as Trustee, entered into an agreement that permitted S3 to continue to operate the drying facility and install a second sand screen to increase production. S3 agreed to pay all expenses incurred for installation of the screen. It also agreed to pay Cryar a per-ton fee for frac sand produced at the facility. On August 14, 2014, the Bankruptcy Court entered a Confirmation Order approving the free-and-clear sale of the drying facility to the administrative agent of the lenders, Elle and Stonehill. The administrative agent then assigned its right to purchase the drying facility to the appellee DFAH. The screen installed by Plant Materials was not included in the sale of the drying facility but was acquired by DFAH later. On Sept. 13, 2016, the Bankruptcy Court closed the case and discharged the Trustee. Plant Materials filed a Motion to Reopen the case because it claims that the free and clear sale of the drying facility prevented it from filing a lien on the facility for its unpaid invoices. The Bankruptcy Court denied the Motion due to lack of standing. In the alternative, the Bankruptcy Court determined that Plant Materials failed to carry its burden to show cause to reopen the bankruptcy case. Plant Materials filed the present appeal. After careful consideration of the facts, the Court holds that Plant Materials did not have standing to file a motion to reopen in the Bankruptcy Court, because it was not a creditor, debtor, or trustee and it did not have a legally protected interest that could be affected by the bankruptcy at any relevant time. However, even if Plant Materials had standing, it did not demonstrate cause to reopen the bankruptcy case. As a result, the Bankruptcy Court did not abuse its discretion in denying the Motion to Reopen. A copy of the Court's Memorandum Opinion and Order dated Feb. 13, 2019 is available at https://bit.ly/2XsupZV from Leagle.com. Plant Materials, LLC, Appellant, represented by Christopher H. Meredith -- cmeredith@cctb.com -- COPELAND, COOK, TAYLOR & BUSH, PA. Drying Facilities Assets Holding, LLC, Interested Party, represented by Robert A. Byrd , BYRD & WISER & Karl D. Burrer -- burrerk@gtlaw.com -- GREENBERG TRAURIG, LP, pro hac vice. Richard W. Cryar, Interested Party, represented by Patrick S. Garrity , THE STEFFES FIRM, LLC, pro hac vice, David A. Wheeler , WHEELER & WHEELER &William E. Steffes , THE STEFFES FIRM, LLC, pro hac vice. About Alliance Consulting An involuntary Chapter 11 petition was filed against Alliance Consulting Group, L.L.C., (Bankr. S.D. Miss., Case No. 13-51937) by Integrated Pro Services, LLC, E-Co Systems, LLC, Ranger Contracting, LLC, AHG Soulutions, LLC, Linfield, Hunter & Junius, Inc., H&H Trucking, LLC, Titan Rentals, LLC, Advanced Group, Inc. The case is assigned to Hon. Katharine M. Samson. Petitioners are represented by Patrick S. Garrity, Esq., and William E. Steffes, Esq., at Steffes, Vingliello & McKenzie, LLC, in Baton Rouge, Louisiana; and David Wheeler, Esq., at Wheeler & Wheeler, PLLC, in Biloxi, Mississippi. AMERICAN RESOURCE: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ------------------------------------------------------------------ Judge John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida entered an Order directing the United States Trustee to appoint a Chapter 11 Trustee for American Resource Management, LLC (DE), et al. The Order was made pursuant to the Emergency Interim Motion Of Wyndham Vacation Ownership, Inc., Wyndham Vacations Resorts, Inc., Wyndham Resort Development Corporation, and Shell Vacations, LLC for an order appointing an Interim Chapter 11 Trustee Or Examiner for the Debtor. Judge Olson further noted that the Chapter 11 Trustee is directed to appear for a status conference hearing that the Court will hold the case on May 15, 2019, at 10:00 A.M. About American Resource American Resource Management, LLC is a timeshare liquidation company headquartered in Florida. American Resource, one of the nine debtor affiliates of American Resource Management Group, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-14605) on April 9, 2019, and is represented by Tate M. Russack, Esq., in Boca Raton, Florida. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 mil. to $10 mil. in estimated liabilities. The petition was signed by Shyla Cline and Scott Morse, managers. AMERICAN TRUCK: May 22 Plan Confirmation Hearing ------------------------------------------------ American Truck Training, Inc., sought and obtained conditional approval of the disclosure statement explaining its Chapter 11 Plan Of Reorganization. A hearing is set for May 22, 2019, at 9:30 a.m. before Honorable Judge Hall, 9th floor courtroom, for the Court to consider final approval of the Plan. May 6 is the last day by which holders of claims and interests may accept or reject the Plan and the last day for filing objections to the Plan. The Plan proposes to pay all creditors in full. The Debtor will continue making regular payments to Quail Creek Bank according to prepetition terms. In addition, the Debtor will pay the Internal Revenue Service and the Oklahoma Tax Commission in full over 60 months from the Petition Date. The Debtor intends to amortize the remaining balance due the IRS and OTC and make regular monthly payments to each taxing authority. The Debtor intends to make quarterly payments to the unsecured creditors over 120 months until they are paid in full. Jerome Redmond intends to retain 100% ownership of the Debtor. The Debtor will fund all payments from the ongoing revenue of the business. A full-text copy of the Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/yxz2gn4z from PacerMonitor.com at no charge. About American Truck Training American Truck Training Inc. is a commercial truck driving school that was formed to address the infinite need for new and experienced professional truck drivers in the United States. American Truck Training sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 18-14438) on Oct. 22, 2018. In the petition signed by Jerome Redmond, owner, the Debtor disclosed $363,000 in assets and $2,146,379 in liabilities. Judge Sarah A. Hall presides over the case. The Debtor tapped Mitchell & Hammond as its legal counsel. ATLANTA AUCTION: $1.2M Sale of Forest Park Property Approved ------------------------------------------------------------ Judge Paul Baisier of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Atlanta Auction Access, Inc.'s sale of real property located in Clayton County, Georgia commonly known as 5575 Frontage Road, Forest park, Georgia, to Incarus Alternative Investments, LLC for $1.2 million. The proceeds of the funds from the sale will be disbursed as provided by acceptable closing standards in the State of Georgia in the following order, to wit: (i) the real estate commissions as set forth in the Motion; (ii) all Real Property Ad Valorem Taxes due at date at closing; (iii) real Property Transfer Tax, (iv) any other miscellaneous fees associated with the closing not to exceed $10,000 in total, unless express written consent has been obtained from the secured lenders Renasant Bank and RTP Investments, LLC for any fees or costs in excess of $10,000 in the aggregate; (iv) the balances owing to Renasant Bank and RTP Investments, LLC; and (v) the balance of the proceeds, if any, shall be paid to the Debtor. The Debtor shall cause a copy of the settlement statement of such other closing document be submitted to the US Trustee within 10 of the completed closing date. About Atlanta Auction Access Atlanta Auction Access, Inc., is a used car dealer based in Fairburn, Georgia. It is the fee simple owner of a real property located at 5575 Frontage Road, Forest Park, Georgia. It valued the property at $1.2 million. Atlanta Auction Access sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-66549) on Oct. 1, 2018. At the time of the filing, the Debtor disclosed $1,240,440 in assets and $1,225,000 in liabilities. The Debtor tapped Joseph Chad Brannen, Esq., at The Brannen Firm, LLC, as its legal counsel. AVERY'S USED CARS: May 29 Plan Confirmation Hearing Set ------------------------------------------------------- Bankruptcy Judge Michael G. Williamson conditionally approved Avery's Used Cars & Trucks, Inc.'s disclosure statement in support of its chapter 11 plan. Any written objections to the Disclosure Statement, and objections to confirmation must be filed seven days prior to the date of the hearing on confirmation. Written ballot accepting or rejecting the Plan must be filed no later than eight days before the date of the Confirmation Hearing. The Court will conduct a hearing on confirmation of the Plan on May 29, 2019 at 9:30 AM in Tampa, FL − Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. The Troubled Company Reporter previously reported that under the plan, the Debtor proposes to sell its assets to pay its creditors. A full-text copy of the Disclosure Statement dated April 3, 2019, is available at https://tinyurl.com/yylrus6w from PacerMonitor.com at no charge. About Avery's Used Cars & Trucks Inc. Avery's Used Cars & Trucks Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10428) on Dec. 4, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case has been assigned to Judge Michael G. Williamson. AZURE LA PALMA: PCO Files 1st Report ------------------------------------ J. Nathan Rubin, M.D., the Patient Care Ombudsman appointed for Azure La Palma Royale Partners LLC, submitted his first report with the U.S. Bankruptcy Court for the Central District of California on March 13, 2019. The PCO reported that upon his appointment, he sought the immediate assistance of the Debtor to fulfill his tasks. Unfortunately, the Debtor failed to respond and failed to cooperate with his request. Thus, being unable to review the Debtor's documents and unable to gain access to the facility or patients, the scope and extent to which the report addresses the quality of patient care is accordingly limited. The PCO further disclosed that the Debtor has filed a Motion for Order Vacating the Order Directing the Appointment of Patient Care Ombudsman, asserting that it does not operate the Facility and is only the landlord. A full-text copy of the PCO's First Report is available at https://is.gd/1F6iQK from PacerMonitor.com at no charge. About Azure La Palma Royale Partners Azure La Palma Royale Partners LLC operates Destiny La Palma Royale, a 199-bed senior care facility located at 525 W. La Palma Ave., Anaheim, California. The facility provides health care to elderly residents and residents with Alzheimer and dementia. Creditors Jing Liu, Lingtao Meng and Xianzhang XiaoA filed an involuntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-10075) against the Debtor on January 8, 2019. Rachel Gezerseh, Esq. at Ling Ly, LLP represents the petitioners as counsel. J. Nathan Rubin, M.D., F.A.C.C. was appointed as patient care ombudsman in the Debtor's bankruptcy case. The PCO tapped Resnik Hayes Moradi LLP as his legal counsel. Judge Catherine E. Bauer oversees the case. BANNER MATTRESS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Banner Mattress, Inc. fka Banner Bedding, Inc. 1501 E. Cooley Dr., Unit B Colton, CA 92324-3972 Business Description: Banner Mattress -- https://bannermattressonline.com/ -- is a family owned and operated California mattress manufacturer and retailer. The Company designs, manufactures, and delivers mattresses directly to consumers. Every Banner mattress is designed and built for a specific sleep comfort need. Banner Mattress sources most of its raw materials from local Southern California manufacturers and suppliers. The Company was founded in 1912 and has more than 15 retail locations. Chapter 11 Petition Date: April 22, 2019 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 19-13381 Judge: Hon. Scott C. Clarkson Debtor's Counsel: Nina Z. Javan. Esq. WEINTRUB & SELTH, APC 11766 Wilshire Boulevard, Suite 1170 Los Angeles, CA 90025 Tel: 310-207-1494 Fax: 310-442-0660 E-mail: nina@wsrlaw.net - and - Daniel J. Weintraub, Esq. WEINTRAUB & SELTH, APC 11766 Wilshire Blvd Ste 1170 Los Angeles, CA 90025-6553 Tel: 310-207-1494 Fax: 310-442-0660 E-mail: dan@wsrlaw.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eugene Scorziell, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-13381.pdf BANTRY COMPONENTS: $300K Sale of All Assets to Riedon Approved -------------------------------------------------------------- Judge Michael A. Fagone of the U.S. Bankruptcy Court for the District of New Hampshire authorized Bantry Components, Inc.'s sale of substantially all assets to Riedon, Inc. or its assignee for $300,000, cash, increased or decreased by adjustments and pro-rations made thereto. A hearing on the Sale Motion was held on April 15, 2019. The sale is free and clear of all liens, claims and interests pursuant to the APA, as modified by the Order. Any and all Liens, Claims and Interests will attach to proceeds of sale. The Debtor is authorized and directed to pay from the proceeds of the sale without further order (a) the amount of closing expenses incurred by the Debtor in closing the sale, except for professional fees; and then (b) remit the balance of the $300,0000 paid in cash to the Internal Revenue Service at via Overnight mail to the following address: Internal Revenue Service; Attn: Gail Irving, Insolvency Unit, 80 Daniel Street, Room 302, Portsmouth, NH 03802. The APA and Sale are approved pursuant to Bankruptcy Code Sections 105, 363(b) and (f). Notwithstanding the foregoing, nothing in the Order authorizes the assumption or assignment ofthe BAE Contract. Except for the BAE Contract, the Debtor is authorized to reject any and all other executory contracts and unexpired leases of non-residential real estate leases. The Debtor's lease of its business premises will be rejected as soon as the Buyer enters into a mutually acceptable one-year lease with the Landlord. The Debtor is authorized to pay from the gross proceeds of the Sale all of the customary and usual Closing costs and expenses incurred by the Debtor in connection with the Sale other than professional fees. The IRS consented to the payment of customary and usual Closing costs and expenses, but not to any other carve out. Within 30 days after the one-year anniversary of the Closing Date and each of the next four anniversaries thereof, the Buyer will pay to the IRS the amount due on account of the Earn Out provided for in the APA for the prior year and provide the IRS with a summary of its calculations made to determine the amount thereof. The IRS may request additional information regarding an Earn Out Accounting within 30 days of the date that an Earn Out Accounting was sent to it. Immediately after the Closing, the Buyer will cause Surge Resources, Inc. to offer to employ each of the Debtor's employees to work for the Buyer for up to 12 months. In addition, in the event that a job of an Accepting Employee is phased out or terminated through no fault of the employee, each Accepting Employee will be paid a retention bonus equal to: (a) two-week base pay if the employee works for the Post-Closing Employer on behalf of the Buyer for a period of one day to six months and (b) four-week base pay if the employee works for Surge on behalf of the Buyer for a period of 6 months and one day to 12 months. Accepting Employees will be given not less than 15 days' written notice of the phasing out or termination of their jobs. The Debtor and the Buyer did not serve the Sale Motion on BAE Systems. As a result, the Order does not authorize the Debtor to assume or assign the BAE Contract to the Buyer or make any determination with respect to whether a default exists under such Contract or the nature, cost or extent of any cure required to assume or assign the contract at this time. For the reasons stated on the record following the conclusion of the evidentiary portion of the April 15, 2019 hearing, good and sufficient cause exists to limit and modify the right of the IRS to credit bid for the Purchased Assets pursuant to Bankruptcy Code Section 363(k). The IRS may exercise its Credit Bid Right by electing to buy the Purchased Assets by credit bidding at least $500,000 for them by April 19, 2019 at 5:00 p.m. The IRS must exercise its Credit Bid Right by filing, on the docket, a notice of its election to buy the Purchased Assets for an amount equal to or greater than the Minimum Credit Bid on or before the Outside Credit Bid Date and serving copies thereof on counsel to the Buyer, the Debtor, the New Hampshire Department of Revenue Administration, and the U.S. Trustee. If the IRS does not exercise its Credit Right Bid as and when required, it will expire automatically. The Debtor and the Buyer may close the Sale at any time thereafter without further order. The Order will become final on April 19, 2019 at 5:01 p.m. if the IRS has not exercised its Credit Bid Right in accordance with the requirements thereof. Following the Stay Expiration Date and Time, the Order will become final and the Debtor will be authorized and directed to immediately consummate the sale of the Purchased Assets to the Buyer and to take any other acts required or contemplated under the APA. The Order will become a ﬁnal judgment, which will enter on and as of the Stay Expiration Date and Time. About Bantry Components Founded in 1970, Bantry Components, Inc., manufactures wire-wound resistors and related products. It designs, manufactures and sells its resistors to commercial and industrial markets. Riedon, Inc., a creditor of Bantry Components, filed an involuntary Chapter 11 petition (Bankr. D.N.H. Case No. 19-10061) against the Debtor on Jan. 16, 2019, and is represented by William S. Gannon, Esq., in Manchester, New Hampshire. Bantry Components consented to the entry of order for relief in the involuntary Chapter 11 case. The order for relief was entered by the Court on Feb. 11, 2019. The case his assigned to Judge Michael A. Fagone. The Debtor tapped Van De Water Law Offices, PLLC, as legal counsel. BENTWOOD FARMS: Unsecured Creditors to Recoup 10%-15% Under Plan ---------------------------------------------------------------- Bentwood Farms, LLC, filed a Chapter 11 plan of reorganization and accompanying disclosure statement. The hearing to consider the adequacy of the Disclosure Statement will be held on May 14, 2019 at 09:30 AM. Last day to oppose disclosure statement is May 7. Allowed General Unsecured Claims (Class 14) are impaired with an estimated recovery of 10-15%. The Debtor estimates that the allowed amount of the Class 14 Claims will be $2,200,000. These Claims shall be treated as unsecured obligations of the Reorganized Debtor. Each holder of an Allowed General Unsecured Claim will receive a Pro Rata Share of 67% of the Reorganized Debtors' Net After Tax Cash Flow for years 2019 to 2021. The distributions will be paid in three annual installments, on or before May 31 of years 2020 to 2022, respectively. Allowed Unsecured Deficiency Claims (Class 13) are impaired with estimated recovery of 10-15%. The Debtor estimates that the allowed amount of the Class 13 Claims will be $1,500,000. These Claims shall be treated as unsecured obligations of the Reorganized Debtor. Each holder of an Allowed Unsecured Deficiency Claim will receive a Pro Rata Share of 33% of the Reorganized Debtors' Net After Tax Cash Flow for years 2019 to 2021. Said distributions will be paid in three annual installments, on or before May 31 of years 2020 to 2022, respectively. Class 15 consists of the Equity Interests in the Debtor, held by Baucom. In return for a $10,000 cash contribution to the Reorganized Debtor on or before the Effective Date, the holder of the Equity Interests in the Debtor will retain his interests in the Reorganized Debtor. The Debtor intends to continue operating on a smaller, more profitable scale following confirmation of the Plan. The Debtor projects that it will have sufficient funds on hand from post petition operations to pay all allowed administrative claims in full. Further, Farmland Partners has agreed to extend a $1.5 million line of credit to the Debtor for the 2019 crop year secured by the company's postpetition crops and their proceeds. Under the Plan, the Debtor will satisfy the allowed claims of its other secured creditors by (a) restructuring their indebtedness based on the appraised value of the collateral and retaining the equipment, (b) cooperatively selling the collateral upon terms satisfactory to the secured creditor, or (c) simply surrendering the collateral upon the effective date of the Plan. The Debtor also anticipates that its Net After Tax Cash Flow, after payment of operating expenses and restructured secured debt service, will be sufficient in each year during the term of the Plan to make distributions to the holders of allowed unsecured Claims, which they would not receive if the Debtor ceased operations. A full-text copy of the Disclosure Statement dated April 5, 2019, is available at https://tinyurl.com/y59fn9aa from PacerMonitor.com at no charge. Counsel for the Debtor is Richard S. Wright, Esq., and Cole Hayes, Esq., at Moon Wright & Houston, PLLC, in Charlotte, North Carolina. About Bentwood Farms Bentwood Farms, LLC, is a North Carolina limited liability company having a corporate headquarters located at 1101 Circle Drive, Monroe, NC 28110. The Company operates in the crop farming industry. Bentwood Farms filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 18-31823) on Dec. 7, 2018. In the petition signed by Charlie B. Baucom, president, the Debtor estimated less than $50,000 in assets and less than $10 million in liabilities. Judge Craig J. Whitley oversees the case. The Debtor is represented by Moon Wright & Houston, PLLC. GreerWalker LLP, is the financial advisor. BIFM CA: Moody's Assigns 'B3' CFR & Rates Secured Loans 'B1' ------------------------------------------------------------ Moody's Investors Service assigned ratings to BIFM CA Buyer Inc., consisting of a B3 corporate family rating, B3-PD probability of default rating, and B1 ratings to its proposed senior secured revolving credit facility and senior secured first lien term loan, with BIFM US Finance LLC as a co-borrower. BIFM is a newly formed acquisition vehicle by CCMP Capital Advisors LP, a private equity firm, to acquire BGIS Group from Brookfield Business Partners for about C$1.4 billion. The ratings outlook is stable. This is the first time Moody's has assigned ratings to the company. Net proceeds from a new $455 million senior secured first lien term loan and new C$195 million senior secured second lien term loan (unrated), together with C$592 million of common equity contributed by CCMP, will be used to purchase BGIS and to pay fees and expenses. The new $75 million senior secured revolving credit facility is not expected to be drawn at close. Ratings Assigned: Corporate Family Rating, B3 Probability of Default Rating, B3-PD $75 million Gtd senior secured multi currency revolving credit facility due 2024, B1 (LGD3) $455 million Gtd senior secured first lien term loan due 2026, B1 (LGD3) Outlook: Assigned as Stable RATINGS RATIONALE BIFM's B3 CFR is constrained by: (1) high leverage (pro forma adjusted Debt/EBITDA of 7.1x for 2018) and Moody's expectation that the metric will be sustained near that level in the next 12 to 18 months as free cash flow may be used for acquisitions in the US, a new market for BGIS; 2) execution risks around acquisitions, and (3) some geographic concentration, with 55% of gross profit generated in Canada. However, the company benefits from: (1) a long track record and good market position in the integrated facilities management business (IFM) in Canada and Australia; (2) long-standing customer relationships, existence of multi-year contracts and high contract renewal rates, which provide good revenue visibility; and (3) good organic growth potential, driven by increasing IFM outsourcing trends. The rated debt at BIFM is supported by secured upstream guarantees from BGIS' Canadian and US operating subsidiaries (restricted subsidiaries) and not other BGIS operations (restricted non-guarantee subsidiaries, including BGIS Australia) where BGIS earns about 30% of its operating profit, although BIFM's parent owns those businesses and provides a guarantee of the rated debt that is secured by stock of subsidiaries. The rating on the revolver and first lien term loan is notched above the B3 CFR due to first priority access to BGIS' Canadian and US assets, as well as loss absorption cushion provided by the second lien term loan and North American trade payables. BIFM has good liquidity. Sources exceed C$155 million versus mandatory term loan repayment of about C$6 million in the next four quarters. The company's liquidity consists of C$25 million of cash when the transaction closes, Moody's expected free cash flow around C$30 million through the next four quarters, and full availability under a new $75 million revolving credit facility due in 2024. BIFM is subject to a springing net leverage covenant if revolver drawings exceed a certain threshold and Moody's does not expect the covenant to be applicable in the next four quarters. The company has limited ability to generate liquidity from asset sales. The stable outlook reflects Moody's expectation that the company will record mid-single digit revenue growth and modest EBITDA expansion, which will enable leverage to decline modestly through the next 12 to 18 months, although future acquisitions could keep leverage around 7x. A rating upgrade will be considered if the company sustains adjusted Debt/EBITDA below 6x (pro forma 7.1x for 2018) and EBITA/Interest above 2x (pro forma 1.7x for 2018). A rating downgrade will occur if liquidity worsens, possibly due to negative free cash flow generation on a consistent basis, of if adjusted Debt/EBITDA is sustained towards 8x (pro forma 7.1x for 2018) and EBITA/Interest below 1x (pro forma 1.7x for 2018). Debt funded dividend payments to its private owner could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BIFM owns BGIS, which provides integrated facilities management services at over 34,000 sites covering over 320 million square feet, including both hard facilities services (mechanical, electrical, HVAC, plumbing etc.) and soft services (cleaning, catering, security etc). Revenue for the fiscal year ended December 31, 2018 was about C$2.5 billion. BIFM UK: S&P Assigns 'B' Issuer Credit Rating on Leveraged Buyout ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Ontario-based BIFM UK Buyer Ltd. BIFM (operating in the market as BGIS), an integrated facilities management service provider, is being acquired by CCMP Capital Advisors L.P. for about C$1.4 billion in a leveraged buyout (LBO). S&P expects the transaction to be financed with a US$455 million first-lien term loan, a C$195 million second-lien term loan, and sponsor equity of about C$597 million. Meanwhile, S&P assigned its 'B' issue level and '3' recovery rating to the company's proposed US$455 million first-lien term loan. The '3' recovery rating reflects its expectation of meaningful (50%-70%; rounded estimate 60%) recovery in the event of default. The ratings reflect S&P's view of the company's high debt burden, which could make BIFM vulnerable to operational underperformance. The rating agency expects its pro forma adjusted debt-to-EBITDA ratio to be about 7.7x and adjusted funds from operations (FFO) cash interest coverage to be about 1.7x in 2019, corresponding to the LBO transaction; these ratios reflect the financial sponsors' high tolerance for financial risk. Given the company's desire to pursue growth in new geographic markets, including acquisitions, and absent which, S&P believes BIFM's owner could seek return of capital, the rating agency believes credit measures will remain in the low-7x area over the next few years. A key mitigating factor, however, is good visibility of gross margin dollars given the company's contracted gross margin backlog of about five years (from largely nondiscretionary services) with long-tenured customers in Canada and Australia. As such, despite the high leverage, S&P expects the company to generate pro forma FOCF of C$20 million-C$25 million in 2019 reflecting low capital expenditure and working capital requirements; this should provide adequate headroom to cover the company's other fixed charges over the next couple of years. BIFM offers integrated facilities management services to midsize and large commercial customers. The company operates in an intensely competitive market, with local players that mainly compete on price, which limits pricing power. The industry has low barriers to entry with minimal capital requirements and homogenous service offerings that also affect the ability to raise prices. The company generates about two-thirds of its revenues from facility management services provided by subcontractors to BIFM's customers. The company does not earn a high margin on this revenue because the services are provided by third-party vendors, which results in lower overall profitability (S&P Global Ratings' adjusted EBITDA margins of about 4% in fiscal 2018) compared with that of peers in the facilities service industry. "The stable outlook reflects our view that BIFM will maintain pro forma S&P Global Ratings' adjusted debt-to-EBITDA of about 7.7x and S&P Global Ratings' adjusted FFO cash interest coverage of 1.7x in 2019, spurred by the company's stable adjusted EBITDA margins and highly predictable cash flows," the rating agency said. S&P expects BIFM's cash flow growth will come from the company's ability to upsell services to existing customers and increase the proportion of high-margin self-perform activities, leading to higher free cash flow, and improving BIFM's debt repaying capacity. "We could lower the rating in the next 12 months if S&P Global Ratings' adjusted debt-to-EBITDA increases more than 8.0x, along with S&P Global Ratings' adjusted FFO cash interest coverage falling below 1.5x on a sustained basis. We expect the company's credit measures to deteriorate from loss of a large customer, increased competition, or operational underperformance, which could pressure adjusted EBITDA margins," the rating agency said. Alternatively, S&P could lower the rating if BIFM's financial sponsor pursues a more aggressive financial policy through debt-funded shareholder remuneration, which could lead to an adjusted debt-to-EBITDA ratio above 8x. "Although, unlikely in the next 12 months, we could raise the rating if the company's S&P Global Ratings' adjusted debt-to-EBITDA falls below 5x and S&P Global Ratings' adjusted FFO cash interest coverage increases above 3x on a sustained basis," the rating agency said. S&P expects such a scenario could occur if the company's adjusted EBITDA margins improve along with BIFM acquiring large market share gains that could lead to material EBITDA growth, thereby improving the company's debt-repaying capacity. "At the same time, we would also expect the company's financial sponsor to adopt a conservative financial policy of maintaining and sustaining S&P Global Ratings' adjusted debt-to-EBITDA below 5x, by limiting any debt-financed shareholder remuneration that could jeopardize the company's credit quality," the rating agency said. BIOSCRIP INC: Expects to Close Option Care Merger in H2 2019 ------------------------------------------------------------ BioScrip, Inc., has provided an update on its proposed merger with Option Care Enterprises, Inc. The Company received notification on April 8, 2019, that early termination of the Hart–Scott–Rodino Antitrust Improvements Act of 1976 ("HSR Act") waiting period has been granted for the Company's proposed merger with Option Care. The Company expects to file the preliminary Option Care merger proxy statement the week of April 29, 2019 with the U.S. Securities and Exchange Commission. After the proxy statement is filed, management from both BioScrip and Option Care plan to conduct joint analyst and investor meetings. As part of the analyst and investor meetings, the Company will file an investor presentation with the SEC that will include a business and merger update. The Company will release its first quarter 2019 financial results after the proxy statement filing. The Company continues to anticipate that its merger with Option Care will close in the second half of 2019. About BioScrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc. -- http://www.bioscrip.com/-- is an independent national provider of infusion and home care management solutions, with approximately 2,100 teammates and nearly 70 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. BioScrip reported a net loss attributable to common stockholders of $62.90 million in 2018, following a net loss attributable to common stockholders of $74.27 million in 2017. As of Dec. 31, 2018, BioScrip had $583.9 million in total assets, $634.7 million in total liabilities, $3.23 million in series A convertible preferred stock, $90.05 million in series C convertible preferred stock, and a total stockholders' deficit of $144 million. * * * As reported by the TCR on Aug. 1, 2018, Moody's Investors Service upgraded BioScrip Inc's Corporate Family Rating to 'Caa1' from 'Caa2'. BioScrip's Caa1 Corporate Family Rating reflects the company's very high leverage and weak liquidity. S&P Global Ratings placed its ratings on BioScrip Inc., including the 'CCC+' issuer credit rating, on CreditWatch with positive implications. The CreditWatch positive placements for the ratings on Bioscrip reflect the announcement that Bannockburn, Ill.-based HC Group Holdings III Inc. plans to acquire Bioscrip in an all-stock transaction., as reported by the TCR on March 22, 2019. BRISTOW GROUP: Warns It May Elect to Enter Chapter 11 ----------------------------------------------------- Bristow Group Inc. has warned that it and certain of its subsidiaries may elect to implement a financial restructuring through Chapter 11 of the U.S. Bankruptcy Code, according to its Form 8-K filing with the Securities and Exchange Commission. The Company has engaged financial and legal advisors to assist it in, among other things, analyzing various strategic financial alternatives to address its liquidity and capital structure, including strategic financial alternatives to restructure its indebtedness. The Company also believes that its consolidated financial statements to be included in its amended 2018 Form 10-K, its Quarterly Report on Form 10-Q for the quarter ended Dec. 31, 2018 and its Annual Report on Form 10-K for the fiscal year ended March 31, 2019 may contain disclosures that express substantial doubt about its ability to continue as a going concern, indicating the possibility that it may not be able to operate in the future. Form 10-Q Filing Deadline Extension The Company has obtained waivers from certain lenders that extend the deadline under its agreements with those lenders for filing the Company's Form 10-Q for the quarter ended Dec. 31, 2018 to June 19, 2019, subject to certain conditions. In addition, the Company has determined it would be in the Company's best interest to exercise its contractual right to utilize a contractual grace period of up to 30 days and not make a $12.5 million interest payment on the 6.25% Senior Unsecured Notes maturing in 2022 as it continues to work on its overall financing arrangements. Bristow President and Chief Executive Officer L. Don Miller stated, "Bristow is working diligently with its financial and legal advisors to best position the company for the future, both financially and operationally. The steps we are announcing today will afford us additional time to continue our efforts to complete our financial reporting process and address our capital structure. Most importantly, we are, as always, focused on continuity of service in a safe, reliable and professional manner for our valued employees, clients and passengers, as we continue to navigate a challenging market." Financial Reporting and Debt Covenant Waivers The Company has obtained waivers of its covenants with its secured equipment financing lenders and asset backed revolving credit facility lenders with respect to the timing of delivery of unaudited financial statements for the quarter ended Dec. 31, 2018. The waivers also include waivers of cross-default provisions arising from the decision to enter the 30-day grace period in connection with the Senior Notes. The waivers have the effect of extending the Company's deadline under its agreements with the lenders to file its 10-Q for the quarter ended Dec. 31, 2018 until June 19, 2019, subject to certain conditions, including securing customary forbearance agreements with certain other debtholders. Strategic Financial Alternatives Review and Liquidity Update The Company has engaged Houlihan Lokey and Alvarez & Marsal as its financial advisors and Baker Botts L.L.P. and Wachtell, Lipton, Rosen & Katz as its legal advisors to assist the Company in analyzing various strategic financial alternatives to address its capital structure, including strategic and refinancing alternatives to restructure its indebtedness and other contractual obligations. The Company said there can be no assurance that this review will result in any particular outcome, or that the Company will succeed in obtaining the forbearance agreements. As of April 12, 2019, the Company had approximately $202.1 million of liquidity, consisting of aggregate cash on hand and availability under its ABL facility. As part of the strategic financial review process, Bristow has elected not to make an interest payment of approximately $12.5 million due April 15, 2019 on the Senior Notes. Under the terms of the relevant indenture, the Company has a contractual grace period of up to 30 days during which it may elect to make the interest payment and cure any related default. Bristow believes it is in its best interest to use the grace period to continue working with its advisors and creditors to review alternatives for improving its capital structure. The Company does not intend to comment further on its financial results or performance until its Form 10-Q for the quarter ended December 31, 2018 has been filed with the SEC. About Bristow Group Inc. Headquartered in Houston, Texas, Bristow Group Inc. -- http://www.bristowgroup.com/-- is a global industrial aviation services provider offering helicopter transportation, search and rescue (SAR) and aircraft support services to government and civil organizations worldwide. Bristow has major transportation operations in the North Sea, Nigeria and the U.S. Gulf of Mexico, and in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Russia and Trinidad. Bristow provides SAR services to the private sector worldwide and to the public sector for all of the U.K. on behalf of the Maritime and Coastguard Agency. Bristow Group reported a net loss of $198.08 million for the fiscal year ended March 31, 2018, following a net loss of $176.89 million for the fiscal year ended March 31, 2017. As of Sept. 30, 2018, Bristow Group had $2.86 billion in total assets, $329.21 million in total current liabilities, $1.39 billion in long-term debt, $28.48 million in accrued pension liabilities, $31.63 million in other liabilities and deferred credits, $97.37 million in deferred taxes, and total stockholders' investment of $975.18 million. * * * As reported by the TCR on April 22, 2019, Moody's Investors Service downgraded Bristow Group Inc.'s Corporate Family Rating to 'Caa3' from 'Caa2'. "The downgrade follows Bristow's decision on April 15 to skip interest payment on its 6.25% senior unsecured notes due October 2022, as it evaluates various strategic alternatives to strengthen the capital structure and shore up liquidity," said Sajjad Alam, Moody's senior analyst. "The company has yet to file its financial statements for the quarter ending December 31, 2018, and is facing an elevated level of default risk over the near term." S&P Global Ratings had downgraded Bristow Group Inc.'s ICR to 'D' from 'CCC-', according to a TCR report dated April 19, 2019. The downgrade reflects Bristow's decision to exercise its 30-day grace period after electing not to make a $12.5 million interest payment on its 6.25% unsecured notes due 2022. BROOKFIELD PROPERTY: Moody's Rates $750MM Secured Notes 'Ba3' ------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to Brookfield Property REIT Inc.'s proposed $750 million senior secured note due 2026 to be issued by BPR and its subsidiaries. The new issue proceeds will be used to repay the outstanding balance on the revolving credit facility and term loans. In addition, Moody's affirmed BPR's Corporate Family Rating at Ba2 and the existing bank credit facilities, including the revolving credit facility and term loans at Ba3. Finally, Moody's assigned a Speculative Grade Liquidity Rating of SGL-3 to BPR. The rating outlook is stable. The affirmation of the ratings is based on the REIT's strong operating performance and Moody's expectation that deleveraging will continue, albeit at a slower pace than originally anticipated. Reflecting the strength and high quality of its mostly class-A mall assets, BPR's portfolio was 96.5% leased, with initial rents that were 10.6% higher on average than the final rents paid on expiring leases as of December 31, 2018. Given its extensive development capabilities, BPR is well positioned to benefit from pursuing mixed use densification, retailer consolidation and repositioning of underperforming boxes into productive retail space. BPR's deleveraging has slowed relative to Moody's original expectations set when BPR was rated a year ago due to slower asset disposition sales to JVs, but the deleveraging trajectory continues, nevertheless. BPR's net debt/EBITDA was 9.4x on a consolidated basis without joint ventures. However, Moody's estimates that including pro-rata share of JV's that are highly levered, BPR's leverage was approximately 11.4x. The rating incorporates Moody's expectation that BPR will reduce its corporate level debt over time with excess cash flow and proceeds from asset sales, joint ventures and asset-level refinancing. BPR's SGL-3 liquidity rating reflects its adequate liquidity, supported by a sizable $1.5 billion secured line of credit and constrained by significant cash needs to meet the REIT's term loan amortization and mortgage maturities, including the fully owned and on a pro-rata basis, high reliance on the revolver to bridge various cash needs, and potential dividends. The REIT's cushion over the fixed charge covenant ratio is modest, given a step up in the requirement to 1.5x starting the quarter ending December 31, 2019. Substantially all assets are encumbered, limiting financial flexibility. The following ratings were assigned: Issuers: Brookfield Property REIT Inc., BPR Cumulus LLC, BPR Nimbus, LLC, GGSI Sellco LLC, - New sr. secured notes due 2026 at Ba3 Issuer: Brookfield Property REIT Inc.: Speculative Grade Liquidity Rating at SGL-3 The following ratings were affirmed: Brookfield Property REIT Inc.: - Corporate Family Rating at Ba2 Brookfield Property REIT Inc. BPR Cumulus LLC, BPR Nimbus, LLC, GGSI Sellco LLC, - $1.5 billion senior secured revolving credit facility due 2022 at Ba3 - Senior secured term loan A-1 due 2021 at Ba3 - Senior secured term loan A-2 due 2023 at Ba3 - Senior secured term loan B due 2025 at Ba3 Rating Outlook action - Brookfield Property REIT Inc.: Outlook stable RATINGS RATIONALE BPR's Ba2 corporate family rating reflects the REIT's meaningful scale and high-quality retail asset portfolio that is well diversified by tenant, asset and geography. Moody's believes that BPR is well positioned to benefit from its focus on the ownership of Class A malls as the performance gap between high- and low- quality malls continues to increase. The REIT's credit profile also benefits from its strong track record of improving portfolio asset quality through redevelopment, as well as implicit support from Brookfield Property Partners (BPY, unrated) and Brookfield Asset Management Inc. (BAM, rated Baa2 Review for Upgrade). BPR's high leverage and fully secured debt structure, more than any other factors, constrain BPR's credit quality. BPR's net debt/EBITDA was 9.5x on a consolidated basis without joint ventures. However, Moody's estimates that including pro-rata share of JV's that are highly levered, BPR's leverage was approximately 11.4x. As a result of its secured funding strategy, BPR's unencumbered pool is negligible, limiting financial flexibility. Moody's also notes that the REIT faces significant lease maturities (approximately 22% of total square footage, excluding anchors) within the next two years. The stable outlook reflects Moody's expectation that BPR will demonstrate continued steady growth in operating income supported by its focus on a high quality mall portfolio, maintain a disciplined financial policy, and will reduce its leverage over time. Positive rating movement is unlikely in the next 12-18 months, given BPR's weak fixed charge coverage and leverage on a pro-rata JV basis. However, longer term, an upgrade would depend on BPR's ability to improve leverage metrics such that net debt/EBITDA is sustained under 8.5x, and fixed charge coverage is improved closer to 3x, both on a pro-rata JV consolidated basis. Profitable growth, as measured by solid occupancy and positive core NOI growth, as well as successful redevelopment and enhancing the productivity of existing centers (as measured by improving sales per square foot trends) will also be positive for the ratings. A downgrade would likely reflect significant disruption to cash flows as a result of extensive tenant closures resulting in protracted increased vacancy, or aggressive financial policy that results in a failure to reduce net debt/EBITDA to under 11.5x on a pro-rata JV basis by the end of 2019 and to under 10.5x by the end of 2020. Deterioration of fixed charge coverage close to 1.5x on a pro-rata JV basis would also result in a downgrade. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2018. Headquartered in Chicago, Illinois, BPR Inc. (NYSE: BPR) is a real estate investment trust (REIT) with a portfolio comprised mainly of Class A retail properties throughout the United States. BPR owned either entirely or with joint venture partners, 124 retail properties located throughout the United States comprising approximately 121 million square feet of gross leasable area as of December 31, 2018. BROOKFIELD PROPERTY: S&P Rates New $750MM Sr. Secured Notes 'BB+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to Brookfield Property REIT Inc.'s (and its subsidiaries') proposed $750 million senior secured notes due 2026. S&P expects that the company will use the net proceeds from this offering to repay borrowings under its existing credit facilities (including $440 million of borrowings outstanding under its revolving facility and $300 million of borrowings outstanding under its term loan A-1 facility) as well as fees and expenses related to the transaction. The proposed notes rank pari passu with Brookfield Property REIT Inc.'s (BPR's) existing credit facilities (revolver and term loans A-1, A-2, and B). S&P rates the proposed notes one notch below its 'BBB-' issuer credit rating on BPR, which reflects the substantial amount of priority mortgage secured debt in the company's capital structure. The company's secured debt to total assets ratio (fair market value based on International Financial Reporting Standards [IFRS]) exceeds the 40% threshold for notching down S&P's issue ratings on the company's unsecured debt. As of Dec. 31, 2018, this ratio stood at 43.5%. "Our issuer credit rating on BPR reflects our view that the company is a highly strategic subsidiary of its parent Brookfield Property Partners L.P. (BPY; BBB/Stable/--); therefore, we rate it one notch below our issuer credit rating on its parent. BPR operates business lines that are integral to BPY's core retail segment and the company accounted for 35% of its parent's total net operating income as of Dec. 31, 2018, on a proportionate basis," S&P said. S&P expects the U.S. retail sector to remain under pressure due to shifting consumer preferences and the growth of e-commerce. Mall owners continue to face bankruptcies and store closings from both anchor and in-line tenants and could face dips in occupancy and rent growth. Nevertheless, S&P thinks these risks are mitigated by BPR's properties, which are generally highly productive class A malls. The rating agency expects the company's occupancy to remain largely stable with positive re-leasing spreads. BPR owns 124 retail properties totaling over 121 million square feet throughout the U.S. consisting of 10 urban properties, three lifestyle centers, and 111 regional shopping centers (including 13 neighborhood centers). The portfolio was 96.5% leased as of Dec. 31, 2018, and its re-leasing spreads were about 11% in 2018. Ratings List Brookfield Property REIT Inc. Issuer Credit Rating BBB-/Stable/-- New Rating Brookfield Property REIT Inc. Senior Secured US$750 mil notes due 2026 BB+ CALVARY COMMUNITY: Trustee Files Chapter 11 Liquidating Plan ------------------------------------------------------------ Kavita Gupta, solely in her capacity as the Chapter 11 Trustee for the estate of Calvary Community Assembly of God, Inc., and not individually, filed a Chapter 11 plan of liquidation. The Trustee has sold and/or abandoned all of the Debtor's real and personal property. Therefore, as of March 31, 2019, the Estate's sole remaining asset is approximately $2.2 million cash in its bank account. The Disbursing Agent will make the payments to creditors under the Plan from the Estate's cash in its bank account, which will likely be completed within 30-60 days after the Bankruptcy Court confirms the Plan. General Unsecured Claim of the District Council are unimpaired. Holder of Allowed Claim will be paid all remaining Cash after payment of all other Allowed Claims, including Allowed Administrative Claims, and any fees and costs incurred by the Estate including, without limitation, the fees and costs of the Disbursing Agent and her professionals within thirty (30) days after: (1) the District Council provides the Disbursing Agent with evidence in a form satisfactory to the Disbursing Agent that the Debtor has been dissolved and or wound up under applicable laws and the District Council is an existing and exempt nonprofit entity under IRC § 50l(c)(3); (2) any Disputed Claims are resolved; and (3) all Allowed Administrative Claims of the Office of the United States Trustee, the Professionals and the fees and expenses of the Disbursing Agent and her professionals are paid. A full-text copy of the Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/yyzcye2y from PacerMonitor.com at no charge. Attorneys for Kavita Gupta, Chapter 11 Trustee: Ogonna M. Brown, Esq. Adrienne Brantley-Lomeli, Esq. LEWIS ROCA ROTHGERBER CHRISTIE, LLP 3993 Howard Hughes Pkwy., Suite 600 Las Vegas, NV 89169-5996 Phone: (702) 474-2622 Fax: (702) 494-8298 About Calvary Community Assembly of God Calvary Community Assembly of God -- http://www.ccalv.org/-- is a Pentecostal church in Las Vegas, Nevada. It is located on an 11-acre campus at 2900 N. Torrey Pines Drive, just a few blocks off the I-95 freeway. In September 2004, Pastor Bruce and Donita Morris began their time serving Calvary. Calvary Community Assembly of God filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13475) on June 28, 2017. In the petition signed by Bruce A. Morris, pastor, the Debtor disclosed $11.04 million in assets and $3.53 million in liabilities. Angela J. Lizada, Esq., at Lizada Law Firm Ltd., served as the Debtor's bankruptcy counsel. Kavita Gupta was appointed Chapter 11 trustee for the Debtor. CAROL ROSE: Sale of Personal Property Dismissed without Prejudice ----------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas dismissed without prejudice Carol Rose, Inc.'s sale property free and clear of liens. The Court finds that the Pleading fails to comply with the Local Rules of Bankruptcy Procedure. About Carol Rose Carol Rose, Inc. -- http://carolrose.com/-- owns a horse breeding facility in Gainesville, Texas. It provides on-site breeding, cooled semen, embryo transfer, mare care and maintenance and foaling services. It is owned by Carol Rose, a National Reined Cow Horse Association (NRCHA) and National Reining Horse Association (NRHA) breeder. Ms. Rose is the sole director and shareholder of the Debtor. Carol Rose, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-42058) on Sept. 19, 2017. In the petition signed by owner Carol Rose, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $500,000. Judge Brenda T. Rhoades presides over the case. Gardere Wynne Sewell LLP is the Debtor's bankruptcy counsel. Kelly Hart & Hallman LLP/Kelly Hart & Pitre is the Debtor's special counsel. CHARTER NEX: Moody's Affirms B3 CFR on Next Gen Acquisition ----------------------------------------------------------- Moody's Investors Service affirmed its ratings for Charter NEX US, Inc. including the company's B3 Corporate Family Rating and B3-PD Probability of Default Rating, and the B2 ratings for its senior secured first lien credit facilities. At the same time, Moody's assigned a B2 rating to the company's proposed $660 million senior secured first lien term loan add-on. The ratings outlook is stable. Charter NEX has entered into a definitive agreement to purchase Next Generation Films, Inc. -- a manufacturer of specialty plastic films for the flexible packaging industry -- for approximately $1,070 million. The company plans to fund this acquisition through the $660 million term loan add-on and an additional $50 million issuance of senior unsecured notes (unrated). "Although the acquisition of Next Gen increases leverage, we anticipate that Charter Nex will delever quickly given our assessment of good growth prospects for the now much larger niche specialty film packaging company," said Moody's analyst, Inna Bodeck. "Charter NEX should be in a position to boost and restore margins in the relatively short term, as targeted synergies appear reasonably attainable, although in the longer term we note that serving different sales channels could pressure profitability somewhat," added Bodeck. The following ratings have been affirmed for Charter NEX US, Inc.: Corporate Family Rating, B3 Probability of Default Rating, B3-PD $640 million senior secured first lien term loan, B2 (LGD3) $100 million senior secured first lien revolving credit facility, B2 (LGD3) The following ratings have been assigned to Charter NEX US, Inc : $660 million additional senior secured first lien term loan, B2 (LGD3) The outlook remains stable RATINGS RATIONALE Charter NEX's B3 Corporate Family Rating broadly reflects the company's high leverage which partially results from the acquisition of Next Gen, balanced by anticipated healthy free cash flow generation and good interest coverage. The acquisition also meaningfully increases the company's scale as it is effectively a merger of equals. Pro forma for the acquisition, Moody's adjusted debt-to-EBITDA is high at 7.6x as of FYE 2018, a level only slightly below the company's leverage upon completion of its last LBO of May 2017. Moody's expects leverage to decline to 6.8x by year-end 2019 and 6.1x by year-end 2020, primarily as earnings expand as the rating agency anticipates that the company will continue to favor growth through line additions rather than debt reduction. The B3 rating also reflects Charter NEX's good market position in a niche segment of the technically complex specialty film manufacturing industry -- which affords strong margins -- and exposure to the relatively stable packaged food segment, which Moody's expects will continue to grow nicely. The company has long-term relationships with its customer base, but earnings, nonetheless, remain vulnerable to changing customer preferences and competitor actions. In addition, as Charter NEX and Next Gen focus on different customers -- Charter NEX concentrates on independent and integrated converters, whereas Next Gen serves primarily consumer packaging companies -- Moody's sees a potential channel conflict that will have to be effectively managed as integrated converters prefer to maintain relationships with end customers themselves. The stable outlook reflects Moody's expectation that the company will be able to achieve planned synergies from the acquisition of Next Gen, and that it will make steady progress at integrating Next Gen. The stable outlook also incorporates Moody's expectation that earnings will grow and margins will remain strong as the company continues to expand its business, and that at least an adequate liquidity profile will be maintained at all times. Any additional material debt-financed acquisitions, shareholder distributions or adverse business developments (such as the loss of a key customer) could result in a ratings downgrade. The inability to generate positive cash flow, and/or a weakened liquidity profile for other reasons, could also pressure ratings. The ratings could be upgraded if the company sustainably improves key credit metrics within the context of a stable operating and competitive environment while also maintaining adequate liquidity and more conservative financial policies. This might be indicated by debt/EBITDA of less than 6.0 times, and EBITDA to interest expense of more than 2.5 times. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. Charter NEX, headquartered in Milton, Wisconsin, is a producer of specialty polyethylene film primarily for food and consumer products, industrial and medical applications. Pro-forma for the acquisition of Next Gen, revenue for the fiscal year ended 2018 would have been approximately $900 million. Charter NEX is majority-owned by Leonard Green & Partners L.P., with Oak Hill Capital Partners holding a minority stake in the company. CHESTNUT FIRM: DOJ Watchdog Wants Ch. 7 Conversion, Ch. 11 Trustee ------------------------------------------------------------------ Daniel M. McDermott, the United States Trustee for Region 21, asked the U.S. Bankruptcy Court for the Northern District of Georgia to convert the Chapter 11 bankruptcy case of Chestnut Firm, LLC to Chapter 7 or, in the alternative, appoint a Chapter 11 trustee for the Debtor. The U.S. Trustee believed that since the Debtor has failed to timely file monthly operating reports and pay quarterly fees, the Court should convert the case for cause under 11 U.S.C. Sec. 1112 of the Bankruptcy Code. Moreover, the U.S. Trustee has also a reason to believe that the Debtor – with hundreds of thousands of dollars in tax claims scheduled in this case – has failed to properly and timely collect and remit payroll taxes, which may also constitute a cause for the appointment of a trustee. Further, the U.S. Trustee contended that the Debtor, by virtue of its first class travel for Mr. Christopher Chestnut, the Debtor's representative, and expensive gifts to friends and family members, is not seeking to enhance the value of the Debtor’s estate but to benefit Mr. Chestnut instead. Hence, the U.S. Trustee has more reasons to cause for the immediate appointment of a trustee. About Chestnut Firm Chestnut Firm, LLC, is private law firm in Atlanta, Georgia. Chestnut Firm, LLC, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-56014) on April 9, 2018. In the petition signed by Christopher Chestnut, manager, the Debtor estimated up to $50,000 in total assets and $1 million to $10 million in total liabilities. Cameron M. McCord, Esq., at Jones & Walden, LLC, is the Debtor's counsel; and Bennett Thrasher, LLP, is the accountant. CJ HOLDING: Court Affirms Enforcement of Confirmation Order ----------------------------------------------------------- Appellant John Cole in the case captioned JOHN COLE, Appellant, v. NABORS CORPORATE SERVICES, INC., Appellee, Civil Action No. H-18-3250 (S.D. Tex.) appeals from the bankruptcy court's Order enforcing a December 2016 Confirmation Order and Plan provision enjoining him from pursuing litigation or arbitration against Nabors Corporate Services, Inc. and Nabors Industries, Ltd. Cole challenges the bankruptcy court's jurisdiction to enforce the December 2016 Confirmation Order and argues that the court violated Bankruptcy Procedure Rule 9006(d). Upon review of the case, Chief District Judge Lee H. Rosenthal denied Cole's appeal and affirms the bankruptcy court's order. Cole makes three arguments attacking the bankruptcy court's jurisdiction: (1) section 504 of the Bankruptcy Code prohibits releasing claims against entities that are not debtors in the bankruptcy, such as Nabors Corporate and Nabors Industries; (2) the bankruptcy court did not have "related to" jurisdiction over Cole's claims against these nondebtor entities because these claims would not affect the bankruptcy estate; and (3) even if the bankruptcy court could release claims against nondebtor entities, the release does not apply to Cole because he did not consent to the Plan. Cole contends that a bankruptcy court cannot, in any situation, release claims against nondebtors, such as Nabors Corporate and Nabors Industries, brought by a nondebtor claimant, such as Cole. This argument is unpersuasive. A bankruptcy court has jurisdiction to enter a final judgment on matters related to a bankruptcy proceeding. The Bankruptcy Code does not prevent a bankruptcy court from approving a release of claims against nondebtors under certain circumstances. Section 105(a) allows bankruptcy courts to "issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of the [Code]." A bankruptcy court may confirm a plan that modifies a relationship between a creditor and a nondebtor third-party. Cole argues that, even if the bankruptcy court had jurisdiction to approve a consensual nondebtor release as part of the Plan, the release of the Nabors entities does not apply to him because he did not consent by voting for the plan. "Consent" in a nondebtor-release dispute, Cole contends, requires affirmative action. Cole neither provides facts nor identifies evidence that the Plan misled him. The record shows that before the Plan was confirmed, Cole was represented by counsel. Cole had access to legal advice, and he was responsible for seeking legal advice on what specific Plan terms meant. Neither the Supreme Court nor the Fifth Circuit requires a debtor or a bankruptcy court to help creditors understand a proposed plan. Cole's argument is unpersuasive. The bankruptcy court did not err in approving the third-party releases and enforcing the Plan by enjoining Cole from pursuing claims in litigation or arbitration against the released entities, including Nabors Corporate and Nabors Industries. Cole argues that the bankruptcy court did not have subject-matter jurisdiction to release his claims because they are not "related to" the bankruptcy proceeding, as required by 28 U.S.C. section 1334. Cole's claims against Nabors Corporate and Nabors Industries are based on C&J Well Services's conduct. These claims could affect the bankruptcy estate, alter "the debtor's rights, liabilities, options, or freedom of action," and influence the bankruptcy administration. The bankruptcy court had "related to" jurisdiction over these claims. In sum, the bankruptcy court's August 2018 Order Enforcing Confirmation Order and Plan Injunction against John Cole is affirmed. A copy of the Court's Memorandum Opinion and Order dated Feb. 8, 2019 is available at https://bit.ly/2UjeThb from Leagle.com. In re CJ Holding Co., Debtor, represented by Bernard R. Given, II -- bgiven@loeb.com -- Loeb Loeb LLP. John Cole, Appellant, represented by Alan Sanford Gerger, The Gerger Law Firm PLLC & Broocks McClure Wilson, Moulton Wilson Arney LLP. Nabors Corporate Services, Inc., Appellee, represented by Henry Flores, Haynes Boone LLP, Christina Fontenot Crozier, Haynes and Boone, LLP & Kelli S. Norfleet -- kelli.norfleet@haynesboone.com -- Haynes and Boone LLP. About C&J Energy C&J Energy Services -- http://www.cjenergy.com/-- is a provider of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies. As one of the largest completion and production services companies in North America, C&J offers a full, vertically integrated suite of services involved in the entire life cycle of the well, including directional drilling, cementing, hydraulic fracturing, cased-hole wireline, coiled tubing, rig services, fluids management services and other special well site services. C&J operates in most of the major oil and natural gas producing regions of the continental United States and Western Canada. C&J Energy Services Ltd. and 14 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-33590) on July 20, 2016. The Debtors' cases are pending before Judge David R. Jones. The law firms Loeb & Loeb LLP, Kirkland & Ellis LLP serve as the Debtors' counsel. Fried, Frank, Harris, Shriver & Jacobson LLP acts as special corporate and tax counsel to the Debtors. Investment bank Evercore is the Debtors' financial advisor, and AlixPartners is the Debtors' restructuring advisor. Ernst & Young Inc. is the proposed information officer for the Canadian proceedings. Donlin, Recano & Company, Inc., serves as the claims, noticing and balloting agent. U.S. Trustee Judy A. Robbins appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of CJ Holding Co., et al. The Committee hired Greenberg Traurig, LLP, as counsel for the Committee, Conway MacKenzie, Inc., to serve as its financial advisor, Carl Marks Advisory Group LLC as investment banker. COMPASS GROUP: S&P Affirms B+ ICR as Investment Appetite Moderates ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit rating on U.S.-based Compass Group Diversified Holdings LLC (CODI). The outlook is stable. S&P also affirmed its 'BB' issue-level rating on the company's senior secured revolver and term loan B and its 'B-' issue-level rating on the company's senior unsecured notes. "The affirmation reflects our expectation for CODI to sustain LTV around 45% over the next year. The company will have significant capacity under its revolver to make new acquisitions after applying proceeds from the sale of Manitoba Harvest to debt reduction," S&P said. However, the rating agency expects CODI will maintain a more cautious investment strategy over the next year due to very high acquisition multiples generally seen in markets today and management's concerns over a potential near-term recession, especially since many of the company's investees are small and vulnerable to economic downturns. "CODI will likely continue to seek tuck-in acquisition opportunities for its existing subsidiaries, but the company is less likely, in our view, to make a large platform investment in the near term. Nevertheless, we believe the company's long-term investment policy is unchanged and that LTV will likely hover around or above 45% over a longer horizon," S&P said. "The stable outlook reflects our expectation that CODI will maintain a slightly more conservative investment policy over the next year, likely sustaining LTV around 45%. We expect the company will be more guarded about making large platform acquisitions over the next year given high acquisition multiples and the potential for a recession in the near term," S&P said. It also reflects the company's poor asset liquidity because of its lack of listed assets and weak credit quality of its portfolio, which is limited to small, privately held middle market companies, according to the rating agency. S&P said it expects CODI will continue to receive sufficient interest income from its investee companies to cover its own obligations, though discretionary cash flow will likely be negative. "We could lower the rating if LTV deteriorates and is sustained above 60% for an extended period. This could be the result of a more aggressive financial policy or a permanent erosion in portfolio value due to inherent weakness in CODI's investee companies. We could also lower the ratings if portfolio diversity materially weakens or if we reassess our view of the creditworthiness of one or more of its larger investments," S&P said. While unlikely over the next 12 months, S&P said it could raise the rating if CODI meaningfully improves its portfolio liquidity through ownership of publicly held investments (either through initial public offerings of existing investments or through new investments) and the company adopts a more conservative financial policy such that it will sustain LTV below 30%. CORTLAND HABITATS: Unsecureds' Recovery Reduced to 8% in New Plan ----------------------------------------------------------------- Cortland Habitats, Inc., College Hill Realty, LLC, Campus Habitats, LLC, and Committed 2 Cortland, LLC filed a first amended disclosure statement referring to their joint plan of reorganization. Class IV under the latest plan consists of the allowed claims of the general unsecured creditors. The amount of general unsecured claims totals approximately $1,186,269.50 subject to significant reduction by claim objections against numerous creditors’ claims. The claims of general unsecured creditors will be paid pro-rata distributions of not less than 8% on their allowed claims after payment of allowed administrative and priority tax claims on a monthly basis for thirty-six months. The previous version of the plan proposed to pay general unsecured creditors 15% of their allowed claims. A redlined copy of the First Amended Disclosure Statement is available at https://tinyurl.com/y5h9zpsb from Pacermonitor.com at no charge. About Cortland Habitats Cortland Habitats Inc., College Hill Realty LLC, Campus Habitats LLC and Committed 2 Cortland LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 17-71523 to 17-71526) on March 15, 2017. On March 15, 2017, CEO Jeff D. Grodinsky, who holds a 100% interest in Cortland Habitats, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-71522). The petitions were signed by Mr. Grodinsky. The cases are assigned to Judge Alan S. Trust. At the time of the filing, Cortland Habitats and the three other companies estimated their assets and liabilities at $1 million to $10 million. CRANBERRY GROWERS: Denial of Maxwell Bid for Recoupment Upheld -------------------------------------------------------------- The case captioned MAXWELL FOODS, Appellant, v. CRANBERRY GROWERS COOPERATIVE, d/b/a CRANGROW, Appellee, No. 18-cv-538-bbc (W.D. Wis.) arises out of a dispute between appellant Maxwell Foods and appellee Cranberry Growers Cooperative, d/b/a CranGrow, regarding the amount Maxwell Foods owes to CranGrow under two contracts for the sale of cranberries. In a written order entered on June 27, 2018, the bankruptcy court concluded that Maxwell Foods owes CranGrow $128,475 under one contract and that Maxwell Foods cannot rely on CranGrow's alleged breach of a subsequent contract to recoup or setoff the amount Maxwell Foods owes. Maxwell Foods appeals from the bankruptcy court's order. Upon review of the case, District Judge Barbara B. Crabb affirms the bankruptcy court's decision. On appeal, Maxwell Foods has not developed any argument challenging the bankruptcy court's rejection of its setoff claim under 11 U.S.C. section 553. However, Maxwell contends that the bankruptcy court erred in rejecting its claim to equitable recoupment under common law. Specifically, Maxwell contends that the bankruptcy court erred by granting summary judgment on the recoupment defense to CranGrow before the close of discovery and by concluding that the February 2017 agreement and Purchase Order 93 were not part of a single integrated transaction such that Maxwell would be entitled to recoupment. Maxwell Foods's argument challenging the timing of the bankruptcy court's decision is without merit. Maxwell contends that the bankruptcy court's summary judgment decision was premature because there are genuine factual disputes regarding whether Purchase Order 93 was a valid and enforceable agreement. Maxwell argues that its planned depositions of two of CranGrow's corporate officers are highly relevant to that factual dispute. However, any dispute regarding the enforceability of Purchase Order 93 is immaterial to the bankruptcy court's rejection of Maxwell's recoupment and setoff arguments. For purposes of summary judgment, both CranGrow and the bankruptcy court assumed that Purchase Order 93 was enforceable and that CranGrow owed Maxwell $110,100 as a result of CranGrow's failure to fulfill Purchase Order 93. Nonetheless, the bankruptcy court concluded that Maxwell was not entitled to recoupment or setoff of its liability to CranGrow under the February 2017 agreement because the two agreements were independent contracts and were not part of a single integrated transaction. Maxwell has not explained how additional discovery regarding the validity of Purchase Order 93 could affect the bankruptcy court's analysis or the outcome of its recoupment or setoff defenses in any way. Therefore, the timing of the bankruptcy court's decision is not a basis for remand. Maxwell also argues that because the February 2017 agreement established the relationship between the parties and facilitated future purchase orders, all subsequent purchase orders between the parties relate back to the February 2017 agreement and should be considered a single integrated transaction. However, even if the February 2017 agreement established a relationship between the parties, it did not control all future orders. Beyond the seven loads anticipated by it, the February 2017 agreement contained no price or payment terms that applied to future orders. The February 2017 agreement did not even require that CranGrow sell cranberries or that Maxwell buy cranberries from CranGrow beyond the first seven orders. Thus, before entering into Purchase Order 93, the parties had to engage in several back and forth emails to negotiate its terms. The resulting purchase order was a new, independent contract and was not part of a single integrated agreement with the February 2017 agreement. Therefore, the Court concludes that the bankruptcy court was correct in holding that Maxwell was not entitled to a recoupment defense. The decision of the bankruptcy court granting summary judgment to Cranberry Growers Cooperative, d/b/a CranGrow, and denying Maxwell Foods's motion for setoff or recoupment is affirmed. A copy of the Court's Opinion and Order dated Feb. 12, 2019 is available at https://bit.ly/2KMAcIx from Leagle.com. Maxwell Foods, Appellant, represented by Cameron Lallier, Foley & Mansfield & Thomas Lallier, Foley & Mansfield, P.L.L.P. Cranberry Growers Cooperative, doing business as CranGrow, Appellee, represented by Annette Jarvis -- jarvis.annette@dorsey.com -- Dorsey & Whitney LLP & Peggy Hunt -- hunt.peggy@dorsey.com -- Dorsey & Whitney LLP. About Cranberry Growers Cranberry Growers Cooperative (CranGrow) -- https://www.crangrow.com/ -- is a group of cranberry growers based in Warrens, Wisconsin, USA. CranGrow currently has 40 grower members, and it is these members that own the co-op. The co-op's growers range in size from small to very large cranberry marshes, most of which have been family owned and operated for generations. Some have been in operation for over 100 years. CranGrow produces sliced sweetened dried cranberries, whole sweetened dried cranberries, single strength juice (not from concentrate), 50 and 65 brix concentrate, and cranberry seed pomace. Unlike many cranberry processors, CranGrow actually grows the fruit and process it themselves. Cranberry Growers Cooperative filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 17-13318) on Sept. 25, 2017. The petition was signed by James Reed, chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor's counsel is Justin M. Mertz, Esq., at Michael Best & Friedrich LLP. The Debtor's financial and restructuring advisor is Sierra Constellation Partners LLC; and the firm's Winston Mar serves as the Debtor's chief restructuring officer. The Office of the U.S. Trustee on Oct. 11 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Cranberry Growers Cooperative. The committee members are North Star Container, LLC, Tournant Inc., and Brickl Bros., Inc. DASA ENTERPRISES: Case Summary & 3 Unsecured Creditors ------------------------------------------------------ Debtor: DASA Enterprises, Inc. 5701 Plauche Court New Orleans, LA 70123 Business Description: DASA Enterprises, Inc. is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). The Company previously sought bankruptcy protection on March 18, 2014 (Bankr. E.D. La. Case No. 14-10609). Chapter 11 Petition Date: April 22, 2019 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Case No.: 19-11064 Judge: Hon. Jerry A. Brown Debtor's Counsel: Leo D. Congeni, Esq. CONGENI LAW FIRM, LLC 424 Gravier Street New Orleans, LA 70130 Tel: (504) 522-4848 Fax: (504) 581-4962 E-mail: leo@congenilawfirm.com Total Assets: $1,865,000 Total Liabilities: $2,364,019 The petition was signed by Sidney Abusch, president. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/laeb19-11064.pdf EDEN HOME: PCO Files 7th Report ------------------------------- Susan N. Goodman, the appointed Patient Care Ombudsman, filed a the seventh report, dated April 22, 2019, detailing remote discussions and monitoring, a site visit, and continued engagement with Eden Home, Inc. Based on the Report, the Debtor was able to correct all survey deficiencies cited in its early February 2019 State of Texas survey. Although the PCO did not find care compromise as contemplated under 11 U.S.C. Sec. 333, the PCO reported that the Debtor remains significantly challenged with the number of certified nursing assistant (CNA) open positions, particularly on the mid-shift in the long-term-care units. Despite insufficient staffing, it is with the PCO's hope that the bankruptcy emergence will allow for improved results at reducing the number of CNA openings. Further, the PCO reported that a manager for the Willows unit was hired in the reporting interim. A full-text copy of the Seventh Report is available at https://is.gd/QZTZzF from PacerMonitor.com at no charge. About Eden Home Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill Communities -- https://www.edenhill.org/ -- is a not-for-profit, faith-based organization that provides independent living, affordable housing, assisted living, skilled nursing an rehabilitation, long-term care and memory care services. The EdenHill Communities Transportation Department provides ADA services in support of seniors and individuals with disabilities. Eden Home, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50608) on March 16, 2018. In the petition signed by Laurence P. Dahl, CEO and executive director, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Craig A. Gargotta is the case judge. Dykema Cox Smith is the Debtor's counsel; Langley & Banack, and Gravely & Pearson, L.L.P., as special counsels; Cushman & Wakefield as real estate broker. Cushman & Wakefield has entered into a Co-Broker Agreement with CF Commercial Brokerage, LLC d/b/a San Antonio Commercial Advisors. On March 26, 2018, the U.S. Trustee appointed Susan N. Goodman as the Patient Care Ombudsman in the case. On May 30, 2018, the Official Committee of Unsecured Creditors of Eden Home, Inc. was appointed by the Bankruptcy Court. The Committee retained Martin & Drought, P.C., as counsel. ELEMENTS BEHAVIORAL: PCO Files 4th and Final Report --------------------------------------------------- David N. Crapo, the Patient Care Ombudsman for EBH Topco, LLC, Elements Behavioral Health, Inc., and certain of its affiliates, filed the fourth and final report, focusing on information about the Debtor's nine remaining operating facilities during the reporting period beginning September 1, 2018, and ending February 13, 2019. The PCO reported that there were no deficiencies noted in the quality of patient care or patient safety. Further, there were no other communications concerning the remaining facilities from governmental, regulatory or accreditation agencies during the Fourth Reporting Period. The PCO also noted that the quality of care provided to the remaining facilities' patients, including patient safety, during the fourth reporting period remained acceptable and did not decline or otherwise become materially compromised. Further, the oversight and supervision provided by the management of the remaining facilities and the competence, attentiveness, and loyalty of the remaining facilities' clinical staff uncovered the quality of care deficits when they arose. Lastly, the PCO reported that with the confirmation of the Debtor's Confirmed Plan, which became effective March 1, 2019, no further action on the part of the PCO is required in the bankruptcy case. A full-text copy of the PCO's Fourth Report is available at https://is.gd/qCYrwK from PacerMonitor.com at no charge. About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC, along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Lead Case No. 18-11212). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. The Debtors tapped Alvarez & Marsal LLC as initial restructuring advisor; Houlihan Lokey Capital, Inc. As investment banker; and Donlin, Recano & Company, Inc. as the notice and claims agent. On June 11, 2018, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Bayard P.A. as legal counsel; Arent Fox LLP as co-counsel; and Zolfo Cooper, LLC as financial advisor. EMPRESAS CARRION: Unsecureds to Get 1% Under Chapter 11 Plan ------------------------------------------------------------ Empresas Carrion Allende, Inc., filed a Chapter 11 Plan and accompanying Disclosure Statement. CLASS 4 - GENERAL UNSECURED CREDITORS. General unsecured claims not treated under Class 3 will be paid 1% of the allowable amount of the claim in 60 equal monthly installments without interest, commencing 45 days after the effective date of the plan. Aggregate amount of monthly payments is $789.24. This Class is impaired. CLASS 1 - SECURED CLAIM -CRIM. The allowed secured claim of Centro de Recaudacian de Impuestos Municipales (CRIM) will be paid in 60 equal monthly installments including interest at 4.25% annual rate commencing 30 days from Effective Date. This Class is impaired. CLASS 2 - SECURED CLAIM OF ORIENTAL BANK. The Debtor is negotiating a stipulation with Oriental Bank to payoff the loan with a discount commensurate to the reduction in value of the properties subject to obtaining the appropriate financing. In the alternative, the debtor would propose a debt restructuring. The suggested treatment of a restructuring would provide for equal monthly payments of principal and interest of $5,618.84 at 4.5% annual interest rate amortized at 30 years. The Debtor would commence making the payments for this class 30 days from Effective Date of the Plan. The proposal also provides the Debtor time to continue efforts to obtain refinancing of the loans through an exit or post confirmation financing. The Debtor will maintain insurance of the properties, which compromises Oriental's collateral and will pay all properties taxes applicable to say collateral until he pays Oriental in full as provided for herein. CLASS 3 - UNSECURED CONVENIENCE CLASS. Unsecured Convenience claims will be paid 1% of the allowed amount of the claim, not to exceed $700.00 per claim, without interest, within 90 days after the effective date of the plan. Aggregate amount of payments is $2,014.09. This Class is impaired. CLASS 5 - CO DEBTOR GUARANTEES. This class will be paid the allowable amount of their claim by the co-debtor through a payment plan by the co-debtor. The allowed amount of the claim will be reduced by any payment provided by the co-debtor, proceeds from sales of property or equipment, or discounted payoff to the bank or its successors. CLASS 6 - EQUITY SECURITY HOLDERS. All shares held by stockholders of the corporation at the date of the filing of the petition shall be cancelled. All new money provided by the existing shareholders will be paid through the issuance of new shares as of the effective date of the plan. No dividends will be paid to creditors under this class. This Class is impaired, however, as insiders, this class does not have the right to vote on the Plan. A full-text copy of the Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/y4qc74yrfrom PacerMonitor.com at no charge. About Empresas Carrion Allende Empresas Carrion Allende, Inc., operates a grocery store in Arecibo, Puerto, Rico. Empresas Carrion Allende filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-07111) on Dec. 6, 2018. In the petition was signed by Sandra I. Carrion Montalvo, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to the Hon. Mildred Caban Flores. Francisco J. Ramos Gonzalez, Esq., at Francisco J. Ramos & Asociados CSP, led by Francisco J. Ramos Gonzalez, is the Debtor's counsel. ENTERCOM COMMUNICATIONS: S&P Rates $300MM Secured Notes 'B-' ------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level rating and '6' recovery rating to the proposed $300 million second-lien senior secured notes due 2027 issued by Philadelphia-based radio broadcaster Entercom Communications Corp.'s subsidiary Entercom Media Corp. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. At the same time, S&P raised its issue-level rating on the company's outstanding first-lien senior secured credit facilities to 'BB' from 'BB-' and revised the recovery rating to '1' from '2'. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. "We raised our issue-level rating on Entercom's outstanding first-lien senior secured credit facilities, including its revolving credit facility and term loan, to reflect our expectation that the company will reduce the amount of first-lien debt in its capital structure by $400 million," S&P said. Specifically, the rating agency anticipates that the company will use the proceeds from the proposed second-lien notes, along with cash from its revolver and balance sheet, to reduce its outstanding B-1 term loan to $892 million from $1,292 million. Entercom also plans to amend the 4x maximum consolidated net secured leverage ratio covenant on the facility to a 4x maximum consolidated net first-lien leverage ratio. S&P estimates that the company will have headroom of over 30% under the revised covenant because of the reduction in its first-lien debt. "We expect Entercom's adjusted net debt to EBITDA to decline to 4.6x-4.8x in 2019, from 6.1x as of Dec. 31, 2018, because of a decline in its restructuring costs, lower operating costs due to the realization of cost synergies, and a stabilization in its revenue. However, we could lower our issuer credit rating on the company if we expect that its leverage will remain elevated above 5x over the next six to 12 months due to lower-than-expected revenue growth or a delay in the realization of the synergies," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Entercom's proposed capital structure will comprise a $250 million senior secured revolving credit facility maturing in 2022, a first-lien senior secured term loan B maturing in 2024 ($892 million outstanding), $300 million of second-lien senior secured notes due 2027, and $400 million of senior unsecured notes due 2024. -- The first-lien senior secured credit facilities, including the revolving credit facility and term loan, rank pari passu and are secured by a first-priority security interest in substantially all (subject to exceptions) of the borrower's and the guarantor's tangible and intangible assets. -- The second-lien senior secured notes are secured by a second-priority security interest on the collateral securing the first-lien credit facilities. -- All secured debt are guaranteed on a joint and several basis by all current and future wholly owned domestic subsidiaries of Entercom Media Corp, subject to customary exceptions. -- Although broadcast licenses cannot be used as collateral, S&P views the pledge of the stock of the license-holding subsidiaries as having considerable value due to the scarcity of Federal Communications Commission (FCC) licenses. Simulated default assumptions -- S&P's simulated default scenario contemplates increased competition in the company's major markets, heightened secular pressure from alternative media, and a cyclical downturn in advertising. This would cause the company's cash flow to decline to the point that it cannot cover its fixed charges (interest expense, required amortization, and minimum maintenance capital expenditure), eventually leading to a default in 2023. -- Other default assumptions include an 85% draw on the revolving credit facility, LIBOR rises to 2.5%, the spread on the revolving credit facility rises to 5% as covenant amendments are obtained, and all debt includes six months of prepetition interest. -- S&P has valued Entercom on a going-concern basis using a 6x multiple of its projected emergence EBITDA. This multiple is in line with those that S&P uses for radio broadcasters of a similar scale. Simplified waterfall -- EBITDA at emergence: $195 million -- EBITDA multiple: 6x -- Gross recovery value: $1.1 billion -- Net recovery value for waterfall after administrative expenses (5%): $1.17 billion -- Obligor/nonobligor valuation split: 100%/0% -- Estimated first-lien senior secured debt: $1.14 billion -- Value available for first-lien senior secured debt: $1.11 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Estimated second-lien senior secured debt: About $310 million -- Value available for second-lien senior secured debt: $0 --Recovery expectations: 0%-10% (rounded estimate: 0%) -- Estimated senior unsecured debt: About $415 million -- Value available for senior unsecured debt: $0 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) Ratings List Entercom Communications Corp. New Rating Entercom Media Corp Senior Secured US$300 mil 2nd lien nts due 2027 B- Recovery Rating 6(0%) Upgraded To From Entercom Media Corp Senior Secured US$1.33 bil incremental term B-1 bank In due 2024 BB BB- Recovery Rating 1(95%) 2(75%) US$250 mil revolver bank In due 2022 BB BB- Recovery Rating 1(95%) 2(75%) ENVIGO LABORATORIES: Moody's Reviews Caa2 CFR for Upgrade --------------------------------------------------------- Moody's Investors Service placed the ratings of Envigo Laboratories Inc. under review for upgrade. Ratings under review for upgrade include the Caa2 Corporate Family Rating, Caa2-PD Probability of Default Rating, the B3 senior secured first lien credit facilities and Caa3 senior secured second lien credit facilities. The announced sale of Envigo's nonclinical contract research services business to LabCorp and the concurrent acquisition of LabCorp's US research models and services business is credit positive given the improvement in liquidity due to net proceeds to be received of $485 million. As a result of this deal, Envigo will become a pure play research models and services business. Moody's review of Envigo's ratings will focus on Envigo's remaining business profile and intended use of proceeds from the transaction. The review will also focus on Envigo's refinancing plans, given that more than 60% of its debt matures in about a year and liquidity profile. Ratings placed on review for upgrade: Envigo Laboratories Inc. Corporate Family Rating, Caa2 Probability of Default Rating, Caa2-PD Senior Secured first lien term loan due 2020, B3 (LGD2) Senior Secured first lien term loan due 2021, B3 (LGD2) Senior Secured second lien term loan due 2020, Caa3 (LGD4) Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE Envigo's Caa2 Corporate Family Rating (under review for upgrade) reflects its very high financial leverage, weak cash generation and high refinancing risk. Moody's believes leverage will decline to under 8x debt/EBITDA by the end of 2019. The rating also reflects Envigo's weak coverage of fixed costs, including interest, capital expenditures and pension payments. Envigo's lab animal business (research models) is dependent on price increases to offset secular volume declines. The ratings are supported by high barriers to entry and the defensible nature of the research model business. Headquartered in New Jersey, Envigo is an early stage contract research organization. The company provides laboratory animals (rats and mice) for use in research by the pharmaceutical, chemical and crop protection industries, as well as academic and governmental institutions. Revenues in 2018 were approximately $377 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ERI AMERICA: Plan and Disclosures Hearing Moved to May 14 --------------------------------------------------------- Bankruptcy Judge Donald R. Cassling issued an amended order resetting the combined hearing of the disclosure statement and chapter 11 plan to May 14, 2019 at 10:00 a.m. Ballots accepting or rejecting the plan, and objections to confirmation of the plan and approval of the disclosure statement must be filed on or before May 6, 2019. About ERI America Inc. ERI America, Inc. -- http://www.eri-america.com/-- offers a broad range of tooling and tool holding solutions from standards to specials. It is headquartered in Lake Zurich, Illinois. ERI America sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-11597) on April 20, 2018. In the petition signed by Frank J. Fullone, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Donald R. Cassling presides over the case. The Debtor employed Cohen & Krol as its legal counsel. FIRSTENERGY SOLUTIONS: Parent Backs FES's Revised Disclosures ------------------------------------------------------------- FirstEnergy Corp. President and CEO Charles E. Jones issued the following statement on April 18, 2019, regarding the FES bankruptcy: "Standing behind our corporate responsibilities is a core value of FirstEnergy, including through the FES bankruptcy. That is why our comprehensive settlement provided substantial support for FES to both emerge from bankruptcy as an ongoing entity and to meet any legacy and future obligations, including all environmental responsibilities that could occur when the plants are eventually retired." "Following the judge's recent decision involving FES' bankruptcy, FES committed to engage with the Department of Justice and other concerned parties. In light of this commitment, we agreed to remove the broad third-party releases from the comprehensive settlement. While the non-consensual releases served to bring finality to FirstEnergy's involvement with these legacy assets, this change does not, in our assessment and experience, increase liabilities or obligations to our company. "We are pleased that FES has submitted a revised Disclosure Statement and believe they will continue to work constructively with all parties to ensure both timely approval of their plan and bankruptcy exit. FirstEnergy will remain focused on delivering clean, safe, reliable and affordable electricity to our six million customers, with a commitment to environmental stewardship and corporate responsibility." About FirstEnergy Solutions Corp Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. FLEXERA SOFTWARE: Moody's Affirms B2 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed Flexera Software LLC's B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 first lien rating and Caa1 second lien rating. The rating outlook remains stable. The affirmation follows Flexera's announcement of a recapitalization transaction, as part of which Flexera will issue a $220 million incremental first lien term loan and a $40 million incremental second lien term loan. Proceeds from the incremental term loan issuance will be used primarily to make a distribution to shareholders. Pro forma for the recapitalization and for the acquisitions completed in 2018, the company's debt-to-EBITDA leverage as of last twelve months ended March 31, 2019 is about 6.7x (including Moody's adjustments). Moody's is nevertheless affirming the ratings because the rating agency expects that Flexera will reduce debt-to-EBITDA leverage to below 6.5x over the next 12-18 months through organic growth. Moody's expects the company's organic revenue growth to be in the low single digits in 2019, driven by continued solid momentum in software license optimization and IT asset data products but offset by declines in several other products. Moody's expects margins to increase slightly over the next year, supported by cost savings on the supplier side of the business but reduced by operating expense investments needed to support growth in core capabilities and integrate the recently acquired products. RATINGS RATIONALE Flexera's B2 CFR reflects relatively high leverage, limited scale, and risks associated with the company's acquisition strategy. The company is weakly positioned in the B2 category because of the high leverage and low free cash flow relative to debt. The rating also considers the relatively narrow suite of core product categories, high degree of competition in the company's core offerings, and limited growth potential in some of the products. The rating is supported by positive secular trends driving growth in the software asset management sector, solid growth profile of Flexera's key software license optimization (SLO) and data management products, broad base of large enterprise customers, high proportion of recurring revenue, and stickiness of solutions with solid retention rates. The announced recapitalization reduces Flexera's financial flexibility and free cash flow generation. Pro forma debt-to-EBITDA leverage of 6.7x is modestly higher than Moody's expectations for the B2 rating category of 6.5x given the company's operating profile. Pro forma free cash flow to debt ratio in 2019 is projected to be about 3%. Moody's does not expect the company will prioritize debt repayment over other uses of cash including acquisitions. The stable outlook reflects Moody's expectation that Flexera's debt-to-EBITDA leverage will decline below 6.5x over the next 12-18 months. The ratings could be upgraded if Flexera increases revenue scale and sustains debt-to-EBITDA leverage of about 4.5x. The ratings could be downgraded if Flexera fails to grow organically, the EBITDA margin declines, debt-to-EBITDA leverage exceeds 6.5x, or free cash flow to debt is sustained in a low single digit range. Liquidity deterioration could also lead to a downgrade. Flexera's good liquidity is supported by approximately $60 million in cash balances as of March 31, 2019 pro forma for the recapitalization and Moody's expectation that the company will generate free cash flow of about $30 and $50 million in 2019 and 2020, respectively. The cash sources provide good coverage of the approximate $9 million of required annual term loan amortization. Flexera's liquidity is also supplemented by a $25 million revolving credit facility expiring in February 2023 that will be undrawn pro forma for the transaction. The B1 ratings for Flexera's first lien senior secured term loan and revolver, one notch above the B2 Corporate Family Rating, reflect their senior most position in the capital structure and size relative to the second lien debt. The B1 ratings for the first lien senior secured credit facilities are subject to review of the final terms and debt allocation for the proposed financing and could be downgraded if the proportion of first lien debt in the debt capital structure is increased relative to the second lien debt. The first lien senior secured term loan and revolver are secured by a first lien pledge of substantially all the tangible and intangible assets of the borrower and its domestic subsidiaries. The Caa1 rating on the second lien secured term loan, two notches below the B2 Corporate Family Rating, reflects the significant amount of first lien debt ahead of it in the capital structure. The following ratings were affirmed: Issuer: Flexera Software LLC Corporate Family Rating - B2 Probability of Default Rating - B2-PD Senior secured first lien revolving credit facility - B1 (LGD3) Senior secured first lien term loan credit facility (including proposed upsize) - B1 (LGD3) Senior secured second lien term loan credit facility (including proposed upsize) - Caa1 (LGD6) Outlook -- Stable The principal methodology used in these ratings was Software Industry published in August 2018. With revenue of $381 million in 2018 (pro forma for acquisitions), Flexera is a provider of software asset management software to enterprise customers and software vendors. Flexera is owned by Ontario Teachers' Pension Plan and TA Associates. FUSE LLC: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------- Nine affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Fuse, LLC (Lead Case) 19-10872 fka SiTV, LLC fka SiTV, Inc. fka NY Fuse, LLC fka nuvotv 700 North Central Avenue, Suite 600 Glendale, CA 91203 Fuse Media, Inc. 19-10870 Fuse Media, LLC 19-10871 JAAM Productions, LLC 19-10873 SCN Distributions, LLC 19-10874 Latino Events LLC 19-10875 Fuse Holdings, LLC 19-10876 Fuse Finance, Inc. 19-10877 FM Networks LLC 19-10878 Business Description: Fuse, LLC and its subsidiaries are a multicultural media company, composed principally of two cable networks, Fuse and FM. The Company is headquartered in Glendale, California and also maintains an office in New York, New York. As of the Petition Date, the Company has 98 full-time employees and eight independent contractors. For more information, visit https://fuse.tv. Chapter 11 Petition Date: April 22, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Richard M. Pachulski, Esq. Ira D. Kharasch, Esq. Maxim B. Litvak, Esq. James E. O'Neill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 91899 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: rpachulski@pszjlaw.com ikharasch@pszjlaw.com mlitvak@pszjlaw.com joneill@pszjlaw.com Debtors' Financial Advisor: FTI CONSULTING Debtors' Clams, Noticing, Solicitation Agent and Administrative Advisor: KURTZMAN CARSON CONSULTANTS, LLC https://www.kccllc.net/fuse Fuse LLC's Estimated Assets: $0 to $50,000 Fuse LLC's Estimated Debts: $50,000 to $100,000 The petitions were signed by Miguel Roggero, chief financial officer and secretary. A full-text copy of Fuse, LLC's petition is available for free at: http://bankrupt.com/misc/deb19-10872.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Showtime Networks Domestic Acquired $600,000 2450 Colorado Ave, Suite 500 Programming Santa Monica, CA 90404 Tina Tran Tel: 310-264-3585 Email: tina.tan@cbs.com 2. Buena Vista Television Acquired $402,266 500 South Buena Vista Street Programming Burbank, CA 91521-3933 Kathleen Castano Tel: 321-939-7736 Email: kathleen.z.castano@disney.com 3. Universal City Acquired $386,733 Studios Productions Programming 30 Rockefeller Plaza, 15th Floor E New York, NY 10112 Attn: Michal Sziek Tel: 760-231-0800 Email: michal.szlek@nbcuni.com 4. Comcast Spotlight Trade Debt $170,105 13431 Collections Center Drive Chicago, IL 60693 Catherine Brooks Tel: 1-888-877-9799 Email: Catherine_Brooks@comcast.com 5. Metro Goldwyn Mayer Acquired $150,000 Studios Inc. Programming Attn: Nicholas Kaleel 245 N. Beverly Drive Beverly Hills, CA 90210-5317 Tel: 310-586-8845 Email: nkaleel@mgm.com 6. Akin Gump Strauss Hauer Professional Fees $69,170 One Bryant Park Bank of America Tower New York, NY 10036-6745 Ira S. Dizengoff Tel: 212-872-1000 Email: idizengoff@akingump.com 7. Adobe Systems Incorporated Other $60,000 3900 Adobe Way Lehi, UT 84043 Fax: 801-437-2883 Email: rgcordus@adobe.com 8. American Society of Composers, Music Licensing $59,819 Authors, and Publishers 1 Lincoln Plaza New Lincoln, NY 10023 Ray Schwind Tel: 212-621-6461 Email: rschwind@ascap.com 9. Broadcast Music, Inc. Music Licensing $59,001 7 World Trade Center 250 Greenwich Street New York, NY 10007-0030 John Polly Tel: 615-401-2950 Email: jpolly@bmi.com 10. Facebook Inc. Other $40,000 15161 Collections Center Drive Chicago, IL 60693 11. Epicor Software Software $38,367 PO Box 204768 Dallas, TX 75320-4768 Fax: 512-356-0500 Email: BusinessOps@epicor.com 12. Association of National Trade Debt $25,000 Advertisers, Inc. 708 Third Avenue, 33rd Floor New York, NY 10017 Sarah Oltman Tel: 212-697-5950 Email: soltman@ana.net 13. Banijay Rights Limited Acquired $22,680 The Gloucester Building Programming Kensington Village London, England W14 8RF Andreas Lemos Tel: (+44) 20-7013-4000 Fax: (+44) 20-7013-4012 Email: finance@banijayrights.com 14. Defy Media, LLC Trade Debt $21,044 498 7th Avenue, 19th Floor New York, NY 10018 Deborah Donaldson Tel: 212-244-4307 Email: info@defymedia.com 15. T. Howard Foundation Other $17,500 601 13th Street, NW Suite 710 North Washington, DC 20005 Tel: 301-588-6767 Fax: 301-588-6766 Email: T-Howard.org 16. Seville International Acquired $11,250 455 rue St. Antoine Programming Bureau 300 Montreal, Canada H2z 1J1 Tel: 514-878-2282 Email: sevilleinternational@filmsseville.com 17. Creative Circle Staffing $9,975 PO Box 74008799 Chicago, IL 60674-8799 Tel: 323-381-7909 Email: collectionsla@creativecircle.com 18. Iron Mountain Storage $4,140 PO Box 601002 Pasadena, CA 91189-1002 Email: imfscustomerservice@ironmountain.com 19. 24 Seven, LLC Staffing $3,044 105 Maxess Road Suite 201 Melville, NY 11747 Tel: 212-966-4426 Fax: 516-927-0501 20. One Penn Plaza, LLC Rent $2,068 Rec Acct PO Box 371486 Pittsburgh, PA 15250-7486 Email: jglick@vno.com 21. Talent Hub Worldwide Inc. Staffing $1,935 52 Vanderbilt Ave., Suite 1410 New York, NY 10017 Fax: 646-682-7424 22. Warner Bros. Domestic Cable Acquired $1,522 Distribution Programming 4000 Warner Blvd, Bldg. 118 Room 1062 Burbank, CA 91522-1181 Deanna Valdez Tel: 818-954-4264 Email: Deanna.Valdez@warnerbros.com 23. Vision Service Plan (CA) Benefits $1,019 PO Box 45210 San Francisco, CA 94145 24. Imagerights International, Inc. Other $800 105 Maxess Road, Suite 201 Melville, NY 11747 Email: support@imagerights.com 25. Aflac Benefits $561 1932 Wynnton Road Columbus, GA 31999-6005 Fax: 877-844-0201 26. Public Storage Storage $486 3810 Eagle Rock Blvd Los Angeles, CA 90065 27. Coffee Distributing Corp. Office Supplies $222 200 Broadway PO Box 766 Garden City Park, NY 11040-1055 Tel: 516-746-7010 Fax: 516-742-7018 28. Globe Storage and Moving Storage $190 Co. Inc. 665 Broadway - Suite 301 New York, NY 10012 Email: info@globemoving.com 29. Purchase Power Postage $163 PO Box 371874 Pittsburgh, PA 15250-7874 30. Xumo LLC Media Placement $145 4 Park Plaza Suite 1500 Irvine, CA 92614 Email: info@xumo.com GAVILAN RESOURCES: Moody's Alters Outlook on B3 CFR to Negative --------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Gavilan Resources, LLC to negative from stable. At the same time, Moody's affirmed Gavilan's other ratings, including its B3 Corporate Family Rating, B3-PD Probability of Default Rating and its Caa1 senior secured second lien term loan rating. Moody's also withdrew Gavilan's SGL-3 liquidity rating. "While Gavilan maintains a well equitized balance sheet and has adequate liquidity with which to fund its operations, it is a non-operating working interest owner in Eagle Ford Shale assets operated by Sanchez Energy Corporation (Sanchez, Caa1 negative) that were jointly acquired in 2017, whose pace of development has been constrained by Sanchez's stressed financial condition," commented Andrew Brooks, Moody's Vice President. "Operatorship disagreements and a reduction in capital spending in 2019 will likely lead to production declines and reduced cash flow." Outlook Actions: Issuer: Gavilan Resources, LLC Outlook, Changed To Negative From Stable Affirmations: Issuer: Gavilan Resources, LLC Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured Second Lien Term Loan, Affirmed Caa1 (LGD5) Withdrawals: Issuer: Gavilan Resources, LLC Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-3 RATINGS RATIONALE Gavilan's B3 CFR reflects the company's small scale, narrow geographic focus and non-operator status. Its rating is supported by Gavilan's well-equitized capital structure, a strong hedge portfolio and ownership by a sophisticated and well capitalized private equity sponsor with a strong track record in Blackstone Energy Partners (Blackstone). Gavilan does not operate its assets, but rather was formed to own the Eagle Ford assets Blackstone jointly acquired with Sanchez in March 2017. However, production from the acquired acreage has yet to deliver it's originally projected upside and disputes concerning operatorship of the assets have arisen in tandem with Sanchez's weakened financial condition. To that end, Gavilan initiated an arbitration proceeding against Sanchez seeking a declaration of default under the parties' joint development agreement governing the assets, and Sanchez asserted counterclaims that Gavilan is in default. A finding of default against Sanchez could transfer operatorship of the assets to Gavilan. While Moody's believes that neither Gavilan itself nor its working interests in the assets are exposed to Sanchez's financial difficulties, the dispute over operatorship and limited planned capital spending could be disruptive to operations, curtailing production growth and limiting credit accretion to Gavilan. In accordance with Moody's Loss Given Default (LGD) methodology, Gavilan's $450 million senior secured second lien term loan is rated Caa1, one notch below the B3 CFR due to the priority ranking of the $405 million secured borrowing base revolving credit facility and its first-priority claim to substantially all of Gavilan's assets. Moody's expects the company to continue to utilize its revolving credit facility to fund a portion of a normalized capital spending program over the next 12 to 18 months, which supports the notching. Moody's expects that the company will have adequate liquidity into 2020, consisting primarily of $257 million of availability under its revolving credit facility as of December 31. While Gavilan outspent cash flow in 2018, with limited capital spending projected in 2019, the company should generate positive free cash flow for debt reduction. The revolving credit facility is governed by two financial covenants: a current ratio of at least 1.0x, and a total net debt / EBITDAX ratio of less than 4.0x. Gavilan's revolving credit facility matures in March 2022, while the senior secured term loan facility matures in March 2024. The outlook is negative. The outlook could be returned to stable presuming the parties resolve their dispute regarding operatorship of the assets, and begin once again to adequately deploy growth capital into the assets. Gavilan's rating could be downgraded if retained cash flow to debt falls below 10% or interest coverage falls below 2x. An upgrade could be considered if Gavilan's production approaches 40,000 barrels of oil equivalent (Boe) per day while maintaining retained cash flow to debt above 30%. Gavilan Resources, LLC, established in July 2016, is a private equity backed independent exploration and production (E&P) company headquartered in Houston, Texas, whose production is singularly focused on the Eagle Ford Shale. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. HARLAND CLARKE: S&P Lowers ICR to 'B-' on Declining Cash Flow ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based payment solution and marketing services provider Harland Clarke Holdings Corp. (HCHC) to 'B-' from 'B'. The outlook is stable. S&P said HCHC underperformed its expectations in 2018 due to a double-digit EBTIDA decline in the company's Valassis' shared mail business. As a result, the company faces elevated refinancing risks in 2020 because $275 million of senior secured notes are due March 2020 and the maturity on the $1.664 (outstanding) billion senior secured term loan springs forward to November 2020 if its $708.5 million 9.25% senior unsecured notes are still outstanding at that time, according to the rating agency. Meanwhile, S&P lowered its issue-level ratings on the company's senior secured debt to 'B' from 'B+' and on the senior unsecured notes to 'CCC' from 'CCC+'. The recovery ratings remain unchanged. The downgrade reflects the company's continued weak operating performance and secular challenges facing print advertising within the Valassis segment (about 40% of EBITDA of the company). S&P now expects leverage to remain above 6x in 2019. In addition, the weaker operating performance elevates the refinancing risks the company faces from its upcoming maturities in 2020. The stable outlook reflects S&P's expectation that leverage will remain above 6x in 2019 despite the company stabilizing its operating performance at Valassis and modestly improving its cash flow generation due to tax repayments from its sponsor and the reduction of nonrecurring costs. The rating agency believes HCHC will be able to meet its March 2020 debt maturities from these sources. "We could lower our ratings before the end of 2019 if operating performance does not continue to improve as expected at Valassis. In addition, we could take a negative rating action if the company does not demonstrate progress in undertaking a viable refinancing plan by the end of 2019 to address the remaining refinancing risk due to its November 2020 springing maturity," S&P said. This could occur in a scenario in which HCHC's operating performance weakens, with volumes in the shared mail business declining in the mid-single-digit area and operating cash flow not improving as expected, thereby reducing the company's liquidity, according to the rating agency. "Although unlikely until HCHC addresses its remaining refinancing risk, we could raise the rating if the company reduces leverage below 6x on a sustained basis while generating FOCF to debt above 5%. A positive rating action would likely be accompanied by stabilization at Valassis and a return to organic revenue and EBITDA growth, as well as a viable refinancing plan that addresses its 2020 maturities," S&P said. HG & ZG: Unsecureds to Get Monthly Payments for 10 Years at 2% -------------------------------------------------------------- HG & ZG Corporation filed a Combined Plan of Reorganization and Disclosure Statement. Class 3 is comprised of the unsecured claims of Fresh Start Venture Capital Corp., and Amal Bayomi. The amount owed to this class is $341,600. The unsecured claim will be paid over a ten-year term at a 2% rate of interest with monthly payments of $1,550 and a $213,000 balloon payment at the end of ten (10) years. The payments will be made pro rata between the two creditors, 54% to Fresh Start Capital Venture Corp., and 46% to Amal Bayoumi. Class 1 is the secured claim of Fresh Start as to the Debtor's ownership of the City of Newark Taxi Medallion, 472. This class is also secured to the extent of the value of the Debtor's three vehicles. The secured amount of $173,000 is payable at 5.5% interest with payments of $1,022 over 35 months with a balloon payment of $162,110 on the 36th month. The balance of the debt is treated in Class 3. Class 2 is the secured claim of Fresh Staff as to Debtor's ownership of the City of Newark Taxi Medallion, 133. This class is also secured to the extent of the value of the Debtor's ownership of three vehicles. The secured amount of $173,000 is payable at 5.5% interest with payment of $1,022 over 35 months with a balloon payment of $162,110 on the 36th month. The balance of the debt is treated as unsecured in Class 3. Class 4 is comprised of the sole equity holder, Hytham Mohammed. He will guarantee the terms of the proposed Plan. The Plan will be funded with the rents received from the independent contractors at a rate of $500 per week for each medallion, $1,500 per week or $6,450 per month. A full-text copy of the Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y2gqsq3c from PacerMonitor.com at no charge. About HG & ZG Corporation HG & ZG Corporation operate a taxi service at Newark Liberty International Airport and owns three medallions which were issued by the City of Newark Taxi Cab Division as well as three vehicles. HG & ZG Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-26374) on Aug. 15, 2018. The petition was signed by Hytham Mohamed, president. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Michael B. Kaplan oversees the case. Andril & Espinosa, LLC, serves as its legal counsel. HISTORIC HABITATS: Unsecureds to Get $22,500 Under Amended Plan --------------------------------------------------------------- Historic Habitats/Rubi L.L.C. filed a further amended Chapter 11 plan and accompanying disclosure statement to revise the treatment of general unsecured creditors. General Unsecured Claims, in Class 12, is impaired. The Debtor estimates that Class 12 claims will total approximately $207,000. Holders of allowed Class 12 claims will be paid a pro rata share of distributions from the Unsecured Claim Fund each April 15th until the earlier of (1) the date all unsecured creditors are paid in full, or (2) April 15, 2024. The first payment to Holders of Class 12 claims will be 15 days after the Effective date from a $15,000 contribution from the Reorganized Debtor. Thereafter, holders of allowed Class 12 claim will be paid annual distributions equal to the greater of $7,500 or 50% of Net Distributable Profits, provided however that, holders of Class 12 claim will be paid 75% of Net Distributable Profits after the holders of Class 13 claims receive a 15% return on capital invested into the Reorganized Debtor on or after the Effective Date. If only minimum payments are made, Holders of Class 12 claims will receive approximately 25 cents on the dollar of allowed claim. So long as holders of Allowed Class 12 claims are entitled to payments under the Plan, the Reorganized Debtor must provide each holder of an allowed Class 12 Claim a reviewed annual financial statement prepared in accordance with GAAP, describing, among other things, how Net Distributable Profits were calculated and any distributions the preceding calendar year to Class 13 Equity Interest Holders on account of capital paid into the Debtor on or after the Plan Effective Date. Holders of allowed Class 13 Interests will receive nothing on account of those interests unless such holder of a Class 13 Interest contributes cash, or the equivalent of cash, on the Effective Date with a value at least equal to 10% of the cumulative value of the Debtor's Real Property on the Plan Effective Date. Payments and distributions under the Plan will be funded by the following: the Equity Contribution of the Class 13 Equity Security Holders, Net income from Pre-confirmation rentals and event operations, and Net Income from post-confirmation event operations. A full-text copy of the Amended Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/y2khgagxfrom PacerMonitor.com at no charge. Counsel for Debtor is: Kasey C. Nye, Esq. WATERFALL, ECONOMIDIS, CALDWELL, HANSHAW & VILLAMANA, P.C. Williams Center, Suite 800 5210 E. Williams Circle Tucson, AZ 85711 Tel: (520) 790-5828 About Historic Habitats/Rubi L.L.C. Based in Tucson, Arizona, Historic Habitats/Rubi L.L.C is a privately held company that leases real estate properties. The Company is the fee simple owner of eight properties in Tucson, Arizona, having an estimated aggregate value of $1.26 million. Historic Habitats filed for chapter 11 bankruptcy protection (Bankr. D. Ariz Case No. 18-02635) on March 19, 2018 listing its total assets at $1.27 million and total liabilities at $2.20 million. The petition was signed by Colin Reilly, manager. The Debtor is represented by Kasey C. Nye, Esq. of Kasey C. Nye, Lawyer, PLLC. II-VI INC: Fitch Assigns First-Time BB IDR, Outlook Stable ---------------------------------------------------------- Fitch Ratings has assigned a 'BB' first-time Issuer Default Rating to II-VI Incorporated in conjunction with the company's financing associated with its planned merger with Finisar Corporation. Fitch has also assigned 'BB+'/'RR1' ratings to the senior secured first line credit facility and term loans. The Rating Outlook is Stable. The rating reflects II-VI's pro forma position as a market leader in photonics and compound semiconductors. The company will be well positioned to capitalize on major secular trends including the development of next-generation networks, hyperscale datacenters, and 5G mobile infrastructures. Additionally, the combined company will have a significant platform for 3D sensing and LiDAR with applications for mobile devices at present as well as automotive and industrial applications. Additionally, the combined company will be at the forefront of differentiated products based on engineered materials, which are becoming increasingly important for next-generation wireless and military applications, electric and autonomous vehicles and green energy infrastructure and IoT. Closing leverage of 5.4x is expected to decline to 3.5x within one year and 2.8x within the range of Fitch's 'BB' rated technology hardware universe. The company compares favorably to its most closely related peer Lumentum Holdings, which completed a similar acquisition of a telecom/Datacom optical provider but has greater customer and end market concentration. II-VI combined with Finisar will be a top five to number one player in several segments of its market somewhat offset by a 30 point increase in communications end market concentration. The combined company is not expected to have any 10% or greater customers but could should it be successful in developing certain products post-merger. Fitch expects the combined company will experience an acceleration of growth and associated margin expansion although it takes a more conservative view of sub segment growth potential at both near and intermediate term. Additionally, Fitch assumes the combined company will achieve only about 60% of planned synergies. Finally, Fitch assumes no voluntary debt reduction. KEY RATING DRIVERS Strategic Rationale and Market Position: II-VI combined with Finisar will be among the largest photonics and compound semiconductors companies globally providing scale and combined technology to address key growth markets. Finisar's business has grown more slowly in recent years, and its margins have been weaker than II-VI's given its structural end markets. However, II-VI expects to leverage the capabilities from the acquired company to expand offerings to its current customers. Fitch considers the companies' combined market position will be formidable and should provide a strategic pricing advantage. End-Market Concentration: II-VI's exposure to communications end markets will increase from around mid 40% to 70% or greater given the nature of Finisar's business. Fitch considers this concentration to be a concern as it increases the company's exposure to secular market declines. Additionally, both companies' forward growth profiles have meaningful exposure to 3D sensing, which is a large potential market, but could prove volatile. The combined company will not have any customers that comprise 10% or more of revenue. However, the top 15 customers of the combined business as a percentage of revenue will increase by more than 10 percentage points. Product Diversification: Despite II-VI's end-market concentration, Fitch considers its product portfolio and capabilities to be relatively diversified through its military and industrial offerings. Fitch also believes the company's increased scale enhances the potential to expand its presence further into these end markets. Fitch expects the company to focus on expanding each of its business lines with the goal to improve diversification over the next few years. However, concentration could worsen over time if the communications-focused business outpaces II-VI's exposure to other end markets. Synergies: Fitch views many of the planned cost synergies as relatively straightforward particularly as it relates to sales and marketing and general corporate overhead reduction targets. Fitch sees some risk to the ability to achieve planned savings through facilities consolidation given the need to consolidate manufacturing facilities. Additionally, Fitch takes a conservative view on the savings Finisar can expect to realize by purchasing additional components from II-VI (beyond those that it currently sources). Finally, Fitch meaningfully discounts the expected supply chain efficiencies expected, which makes up more than 50% of the $150 million planned run rate savings. The company could outperform its conservative assumptions, particularly if it is able to apply some of Finisar's automation technologies to II-VI's legacy production lines. Financial Structure: Fitch believes II-VI will be able to achieve its net leverage target mainly through operating EBITDA growth as opposed to outright debt reduction. Near term, the company is unlikely to pursue large acquisitions but M&A will likely resume as early as fiscal 2021 when Fitch expects II-VI's net leverage will decline below 3x, the upper bound of the company's 2x-3x leverage target. This corresponds with its gross leverage (debt with equity credit to operating EBITDA) expectations for the company to operate between 2.5x and 3.5x over the longer-term rating horizon. DERIVATION SUMMARY II-VI combined with Finisar will yield one of the largest photonics and compound semiconductor companies globally with the scale, market position and technology to address product needs arising from major secular trends. Expected revenue growth and associated margin expansion as a result of enhanced gross margin and increased operating leverage in addition to the execution of cost synergies should result in a profitability profile that is materially higher than the median 'BB' rated technology peers. This is offset by a financial structure that is comparably weaker to similarly rated peers given materially higher capital intensity. However, Fitch expects II-VI's financial structure to improve over time. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Low double digit to mid to high single-digit growth over the rating horizon; - Operating EBITDA margin expansion to mid-twenties over the forecast period reflecting improved gross margin associated with higher growth businesses as well as improved operating leverage at higher revenues; - Attainment of approximately 60% of projected run rate synergies; no revenue synergies modelled; - Mid-teens capex as a percentage of revenue declining two points over the forecast period; - Allocation of FCF to stock repurchases and/or M&A with attainment of net leverage target with maintenance of $300 million in cash on hand. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Total debt with equity credit to operating EBITDA sustained below 2.5x; - FCF margin sustained above 5%; - Demonstrated traction in key growth businesses; - Commitment to a more conservative financial policy. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Total debt with equity credit to operating EBITDA sustained above 3.5x; - FCF margin approaching neutral; - Near term growth market challenges; - Shift to a more aggressive financial policy. LIQUIDITY II-VI is expected to have approximately $290 million of cash at close. The company expects to operate with approximately $300 million to $400 million in cash in the normal course. Liquidity is supported by the expected $450 million senior secured revolving credit facility, which will be undrawn at close. Fitch expects II-VI and Finisar will generate in excess of $100 million FCF annually. The term loan A and term loan B will mature in five years and seven years respectively. However, the term loans have springing maturities to 120 days and 91 days inside II-VI's $345 million convertible maturing Sept. 1, 2022 if available liquidity, defined as unrestricted cash on hand plus borrowing availability under the revolver, is less than the remaining principal on the convertible notes. Fitch expects the combined entity's projected liquidity profile will satisfy the available liquidity requirement. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: II-VI Incorporated -- Long-Term IDR 'BB'; -- Senior secured first lien credit facility 'BB+'/'RR1'; -- Senior secured first lien term loans 'BB+'/'RR1'; -- Convertible senior notes 'BB'/'RR4'. The Rating Outlook is Stable. II-VI INC: Moody's Assigns First Time B1 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned first time ratings to the debt of II-VI Incorporated: Corporate Family Rating of B1 and Probability of Default Rating of B1-PD, a B1 rating to the Senior Secured Credit Facilities, and a Speculative Grade Liquidity rating of SGL-2. The rating outlook is stable. II-VI intends to use the proceeds of the Credit Facilities and balance sheet cash to acquire Finisar Corp. for $15.60 cash and 0.2218 II-VI shares per Finisar share, or about $3.1 billion of equity value (excluding transaction expenses). Remaining required regulatory approvals include Mexico and China. II-VI and Finisar shareholders have approved the acquisition. Assignments: Issuer: II-VI Incorporated Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Secured Revolver, Assigned B1 (LGD3) Senior Secured Term Loan A, Assigned B1 (LGD3) Senior Secured Term Loan B, Assigned B1 (LGD3) Outlook Actions: Issuer: II-VI Incorporated Outlook, Assigned Stable RATINGS RATIONALE The B1 CFR reflects the initial leverage, which at over 5x debt to EBITDA (latest twelve months ended December 31, 2018, proforma excluding anticipated synergies, Moody's adjusted), is very high given the execution risks in integrating Finisar Corp. The acquisition will add exposure to the volatile transceiver module market, will nearly double II-VI's revenue base, and will include several manufacturing facilities to integrate. II-VI's limited free cash flow generation, reflecting the high financial leverage and the relatively high capital expenditures due to the insourced manufacturing model, limits II-VI's room for integration execution error. Revenues in individual segments at Finisar can be volatile due to end market demand, which is driven by telecommunications carrier spending and data center infrastructure upgrade cycles and the small number of product families. Moreover, Finisar has large customer concentrations to the few global optical networking equipment manufacturers. Moody's expects that free cash flow will be modest over the near term due to the high debt burden and the high capital intensity of both II-VI and Finisar. Nevertheless, proforma for Finisar, II-VI has an established niche market leadership position in Telecommunications Optical Components used in optical communications networks. Moreover, the acquisition of Finisar diversifies II-VI's product base in the optical communications space; increases scale, raising revenues to about $2.6 billion and R&D to over $350 million (latest twelve months ended December 31, 2018, proforma for Finisar); and adds critical manufacturing capabilities in indium phosphide materials and devices, which is used in optical transmission over fiber optic networks and are expected to be used for light detection and ranging (LiDAR) in automotive applications such as autonomous driving. Moody's believes that revenue growth will benefit from strong secular drivers, including increasing adoption of vertical cavity surface-emitting lasers (VCSELs) in smartphones for facial recognition, and optical network upgrades to support the anticipated large increase data transmission volumes over the next few years with the launch of 5G mobile telecom systems. Moody's believes that II-VI will drive the EBITDA margin (Moody's adjusted) towards the low twenties percent level, reflecting both operating leverage on increasing revenues, and Moody's expectation that II-VI will make progress towards achieving the anticipated $150 million in cost synergies during the three years following closing. The B1 rating on the proposed Credit Facilities reflects the collateral, which includes a first priority lien on all assets, and the large cushion of unsecured liabilities, including the $345 million of convertible notes. (Although the first priority lien on all assets excludes real property, creditors are protected by a negative pledge on the real property assets.) The SGL-2 speculative grade liquidity rating reflects II-VI's good liquidity. Although Moody's expects that FCF will be modest over the next year, it expects that II-VI will maintain a cash balance of at least $175 million and availability under the Revolver of at least $400 million. Moody's expects that II-VI will maintain a comfortable cushion to the two financial maintenance covenants, "net leverage" and "interest coverage" as defined in the credit agreement. The stable rating outlook reflects Moody's expectation that II-VI will integrated Finisar without material integration execution difficulties and will generate revenue growth in the low teens percent. Moody's expects that II-VI will make progress toward achieving the $150 million of anticipated cost synergies, with the EBITDA margin approaching the low twenties percent level (Moody's adjusted). With this revenue growth and EBITDA margin improvement, Moody's expects that debt to EBITDA (Moody's adjusted) will decline toward 4x over the next 12 to 18 months. The ratings could be upgraded if II-VI successfully integrates Finisar, capturing cost synergies, and maintaining revenue growth at least in the upper single digits percent, with the EBITDA margin approaching 25%. With debt reduction and growth in EBITDA, and reflecting the capital intensity of the business, Moody's would expect for debt to EBITDA (Moody's adjusted) to be maintained below 3x and FCF to debt (Moody's adjusted) to be maintained above 10%. The ratings could be downgraded if II-VI experiences material operational disruptions or weak revenue growth at the Finisar operations, indicating challenges integrating Finisar, such that revenues of the combined company fail to grow at least in the low single digits percent. The ratings could also be downgraded if II-VI fails to make progress toward improving leverage toward the 4x debt to EBITDA (Moody's adjusted) level over the next year or if liquidity materially weakens. The principal methodology used in these ratings was Semiconductor Industry published in July 2018. II-VI Incorporated, based in Saxonburg, Pennsylvania, makes optical communications components, VCSELs and industrial laser components, and advanced materials, such as silicon carbide substrates, and precision optics for military applications. Finisar Corp., based in Sunnyvale, California, optical communications modules and systems for data center applications, optical equipment such as wavelength selective switches used in telecommunications long haul and metro networks, and VCSELs used in 3D sensing applications such as facial recognition in smartphones. II-VI INC: S&P Assigns 'BB-' Issuer Credit Rating on Finisar Deal ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer credit rating to II-VI Inc., which plans to issue a $450 million revolving credit facility, $1.175 billion term loan A, and a $800 million term loan B to fund the acquisition of Finisar. S&P assigned its 'BB-' issue-level rating and '3' recovery rating to II-VI's proposed revolving credit facility, term loan A, and term loan B. It also assigned its 'B+' issue-level rating and '5' recovery rating to the company's existing $345 million senior unsecured convertible debt. "The rating on II-VI reflects our view of the competitive and volatile nature of the optical components and subsystems supplier landscape, as well as high starting leverage of about 5x following the close of the Finisar acquisition," S&P said. The ratings also reflect the combined company's strong growth prospects within multiple end markets, no significant customer concentration, and the company's stated financial policy to use its free cash flow toward deleveraging to its target leverage of mid-2x over the next two years, according to the rating agency. The stable outlook on II-VI reflects S&P's expectation that the company will continue to grow its lasers, photonics, and performance products business segments and successfully integrate the Finisar acquisition while extracting synergies, resulting in S&P-adjusted leverage falling to the mid-3x area over the next 12 to 24 months. "We would lower the rating if the company isn't able to successfully integrate the Finisar acquisition or if projected growth in its laser or photonics segments does not materialize, resulting in leverage staying above 5x," S&P said. "An upside is unlikely over the next 12 months given the timeline involved in integration of the Finisar acquisition. However, over the longer term, we would consider an upgrade if stays under 3x and free cash to debt stays above 15%," S&P said. INSYS THERAPEUTICS: Utilizes Power to Tender Director Resignation ----------------------------------------------------------------- Insys Therapeutics, Inc., has exercised its authority pursuant to Mr. Saeed Motahari's Employment Agreement via power of attorney to tender his resignation as a director of the Company (in connection with his resignation as chief executive officer), effective April 23, 2019, according to a Form 8-K filed with the Securities and Exchange Commission. Mr. Motahari's Employment Agreement provides in part that "Upon termination of Executive's employment for any reason, Executive will promptly (i) resign from all positions (including, without limitation, any management, officer or director position) with the Company and its affiliates and (ii) relinquish any power of attorney, signing authority, trust authorization or Company account signatory authorization that Executive may hold on behalf of the Company or its affiliates. Executive's execution of this Agreement shall be deemed the grant by Executive to the officers of the Company and the Company of a limited power of attorney to sign in Executive's name and on Executive's behalf such documentation as may be necessary or appropriate for the limited purposes of effectuating such resignations and relinquishments." Insys Therapeutics is not aware of any disagreement that Mr. Motahari has with the Company on any matter relating to the Company's operations, policies or practices. Mr. Motahari was also a member of the Board's Science and Research and Development Committee. On April 17, 2019, the Board appointed Andrew G. Long, effective immediately, to serve as a member of the Board. There is no arrangement or understanding between Mr. Long and any other person pursuant to which he was selected as a director. In addition, on April 17, 2019, the Company's Board of Directors approved cash retention bonuses for each of Mr. Long, chief executive officer of the Company; Andrece Housley, chief financial officer of the Company; and Mark Nance, chief legal officer and general counsel of the Company, in the amounts of $1,100,000, $400,000 and $613,000, respectively. The retention bonuses include certain terms and conditions, including full clawback if any such officer's employment terminates under certain conditions within twelve months of the agreement date. On April 18, 2019, Insys Therapeutics filed with the Securities and Exchange Commission a Current Report on Form 8-K disclosing the resignation of Saeed Motahari as president and chief executive officer of the Company, as well as the appointments of Andrew G. Long as chief executive officer of the Company and Andrece Housley as chief financial officer of the Company. The Company filed an amendment to the Original 8-K to report the material terms of Mr. Long's and Ms. Housley's compensation as a result of their respective appointments. On April 17, 2019, the Company's Board of Directors approved the following compensation plans for Mr. Long and Ms. Housley: Mr. Long will receive cash compensation as follows: (i) annual base salary of $550,000 and (ii) eligibility of annual performance-based cash bonus set at a target level of 100% of his annual base salary. For 2019, any year-end cash bonus will be prorated from the date of promotion. Mr. Long will also receive an initial equity grant as follows: (i) 72,674 stock options and (ii) 12,475 restricted stock units. Those equity awards are subject to such other terms and conditions as set forth in the applicable equity plan and any relevant grant agreement accompanying those grants. The option grant will vest monthly and equally over the next 48 months and the restricted stock units will vest 1/3 annually with 100% vested after completion of 36 months. The Company entered into its standard officer indemnification agreement with Mr. Long when he was initially appointed CFO in August 2017, and his agreement contains other standard provisions and customary benefits such as health and life insurance, retirement benefits and non-compete obligations. Ms. Housley will receive cash compensation as follows: (i) annual base salary of $250,000 and (ii) eligibility of annual performance-based cash bonus set at a target level of 50% of her annual base salary. For 2019, any year-end performance-based cash bonus will be prorated from the date of promotion. Ms. Housley will also receive an initial equity grant as follows: (i) 31,008 stock options and (ii) 3,992 restricted stock units. Such equity awards are subject to such other terms and conditions as set forth in the applicable equity plan and any relevant grant agreement accompanying such grants. The option grant will vest monthly and equally over the next 48 months and the restricted stock units will vest 1/3 annually with 100% vested after completion of 36 months. The Company expects to enter into its standard officer indemnification agreement with Ms. Housley and her agreement contains other standard provisions and customary benefits such as health and life insurance, retirement benefits and non-compete obligations. About INSYS Headquartered in Chandler, Arizona, INSYS Therapeutics -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, INSYS is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. INSYS is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. Insys Therapeutics reported a net loss of $124.50 million for the year ended Dec. 31, 2018, compared to a net loss of $226.83 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $192.52 million in total assets, $235.62 million in total liabilities, and a total stockholders' deficit of $43.10 million. BDO USA, LLP, in Phoenix, Arizona, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered losses and negative cash flows from operations and expects uncertainty in generating sufficient cash to meet its legal obligations and settlements and sustain its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. IRON BRIDGE: Court Dismisses Chapter 11 Bankruptcy Case ------------------------------------------------------- Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida dismissed the Chapter 11 bankruptcy case of Iron Bridge Tools, Inc. The Court's decision was made pursuant to the United States Trustee’s Motion, filed on April 9, 2019, requesting the Court to dismiss or convert the case, or in the alternative, to appoint a trustee for the Debtor. The dismissal of the bankruptcy case is conditional to the Debtor paying all outstanding United States Trustee fees and the Clerk of Court’s fees, costs, and charges. The Court noted that if the Debtor fails to comply with the payment, the United States Trustee may seek to vacate the Order and seek the conversion of the bankruptcy case to Chapter 7 on an expedited basis. About Iron Bridge Tools Iron Bridge Tools, Inc., is a Florida corporation, founded in 2006. The Debtor manufactures and wholesales hand tools with operations in Florida, Georgia, California, Canada and China. Iron Bridge Tools manufactures for major retailers and designers such as Home Depot, Skil, OVC, Best Buy, Target, OSH, Advance Auto Parts, ROSS, Carquest among others. Its current corporate headquarters is located at 6820 Lyons Technology Circle, Suite 250, Coconut Creek, Florida 33073. Iron Bridge Tools filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-17505) on May 25, 2016. The petition was signed by Glenn Robinson, president. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. Judge Raymond B. Ray presides over the case. Craig A. Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC, is the Debtor's counsel. The Debtor employed Frank Smith, Esq., at FMS Lawyer Law Firm as its special litigation and transactional counsel; Dan M. Delarosa, Esq., as its special patent counsel; Emil Braca, Esq., as its special intellectual property infringement and investigation counsel; and Michael Moecker & Associates, Inc. as financial advisor. On June 21, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee tapped Eyal Berger, Esq., at Akerman LLP as its legal counsel. JAMES M. AMOR: $620K Sale of New Holland Property to Chateau Okayed ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized James M. Amor's sale of the real estate located at 566 East Main St., New Holland, Lancaster County, Pennsylvania to Chateau Farms, Inc., for $620,000. A hearing on the Motion was held on April 18, 2019 at 9:30 a.m. The sale is free and clear of all liens in accordance with the terms of the Agreement of Sale. The Debtor is authorized to distribute the proceeds as follows: A. Payment of ordinary and necessary expenses incurred incident to the sale of the real estate, including but not limited to, payment of the real estate commission, payment of transfer taxes, if any, deed preparation, notary fees, disbursal fees, current and past real estate and school taxes, and tax pro rations, tax certifications, delivery charges and outstanding statutory liens, if any. B. Payment of an amount up to but not exceeding the then outstanding first and second mortgage balances owed to Bank of America. C. Payment of an amount up to but not exceeding the tax liens due and owing the Internal Revenue Service and the Pennsylvania Dept. of Labor and Industry, as their interests appear in the order required by the Pennsylvania Lien Priority Law. The stay provided by B.R.C.P. 6004(h) will be reduced to 10 days. James M. Amor sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 19-11598) on March 15, 2019. The Debtor tapped John A. Digiamberardino, Esq., at Case & Digiamberardino, P.C., as counsel. JEANETTE CALICCHIA: $600K Sale of Mahopac Property to Gurkas Okayed ------------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Jeanette Calicchia's sale of her interest in the home at 18 Stephanie Lane, Mahopac, New York to Cindy and Steven Gurka for $599,900, subject to higher and better offers. The sale is free and clear of all Liens and Claims pursuant to the terms of the Contract, with all Liens and Claims to attach to the sale proceeds. The closing of the sale, the Debtor is authorized to pay reasonable, ordinary and customary closing costs from the sale proceeds, including reasonable and customary professional fees directly related to the sale, transfer taxes and reasonable title charges. At the closing of the sale, the Debtor is also authorized and directed to pay, to the extent of available proceeds, any undisputed debt secured by a valid, perfected and enforceable lien on the Property, in the order of priority of such liens, and, in the event any amount or lien is disputed in good faith, the Debtor place such disputed amount of the sale proceeds to be held in escrow subject to further order of the Court or resolution of the parties (and such escrow shall be deemed payment for purposes of title insurance). The Travelers also may contest the extent and validity of any prior mortgages and/or liens and the Debtor shall reserve to be held in escrow sums from the sale proceeds that would be payable to such lien holder(s) pending resolution of any such dispute (and such escrow shall be deemed payment for purposes of title insurance). The counsel for the Debtor shall hold any surplus (or amounts that exceed the amounts due to holders of liens on the Property) until further order of the Court. Within 10 days after the closing of the proposed sale, the counsel for the Debtor shall file a closing statement with the Court and serve a copy on the Office of the United States Trustee. The 14-day stay of the Order under Fed. R. Bankr. P. 6004(h) is waived, for cause, and the Order is effective immediately upon its entry. Jeanette Calicchia sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 18-23840) on Nov. 30, 2018. The Debtor tapped Anne J. Penachio, Esq., at Penachio Malara LLP, as counsel. JONES ENERGY: Full Payment for Unsecureds in Proposed Joint Plan ---------------------------------------------------------------- Jones Energy, Inc., and its debtor affiliates filed a disclosure statement in support of their joint plan of reorganization dated April 3, 2019. The Debtors disclose that in January 2019, the First Lien Ad Hoc Group indicated their interest in engaging in a comprehensive restructuring transaction. After extensive, arm's-length negotiations that played out over several months, the First Lien Ad Hoc Group, the Crossover Group, and the Debtors arrived at the transactions embodied in the Restructuring Support Agreement. The Restructuring Support Agreement and Plan contemplate a swift restructuring by which the Debtors will (a) equitize all $1.009 billion of the Company's prepetition funded debt and (b) obtain a new exit credit facility in an aggregate principal amount of up to $20.0 million (the "Committed Exit Facility"), with the option to seek alternative financing with higher borrowing limits. The Plan also contemplates reinstating or paying in full all trade claims against the Debtors in the ordinary course of business. Finally, although the Debtors believe their total enterprise value does not support a recovery to Unsecured Noteholders, the Plan contemplates an opportunity for a meaningful recovery to the Unsecured Noteholders from the First Lien Notes’ collateral that they likely would not otherwise be entitled to receive. The proposed restructuring transactions are value-maximizing for the Company's stakeholders. A right-sized capital structure will allow the Debtors to develop their assets and implement a growth-oriented drilling program. In addition, the compromises and settlements embodied in the Restructuring Support Agreement, and to be implemented pursuant to the Plan, preserve value by enabling the Debtors to avoid protracted, value-destructive litigation over potential recoveries and other causes of action that could delay the Debtors' emergence from chapter 11. As of the date of this Disclosure Statement, holders of approximately 84% in principal of the First Lien Notes and approximately 84% in principal of the Unsecured Notes have signed onto the Restructuring Support Agreement, representing nearly $900 million of the Company's just over $1.0 billion of funded debt. The core terms of the Restructuring Support Agreement will be implemented through a chapter 11 plan of reorganization, which contemplates, among other things: -- payment in full of all Administrative Claims, Other Secured Claims, and Other Priority Claims in cash on the Effective Date; -- payment in full of RBL Claims, if any, and Hedge Claims, which Claims will be paid in cash or otherwise provided such treatment as to render such claims unimpaired; -- payment in full of General Unsecured Claims (including trade claims) against Debtors other than JEI and/or JEI, LLC, which Claims will be paid in cash or reinstated; -- distribution to holders of First Lien Notes Claims their Pro Rata share of 96% of the New Common Equity of the Reorganized Debtors, subject to dilution on account of the Management Incentive Plan and the New Warrants; -- distribution to holders of Unsecured Notes Claims their Pro Rata share of (a) 4% of the New Common Equity of the Reorganized Debtors, subject to dilution on account of the Management Incentive Plan and New Warrants, and (b) the New Warrants; and -- each holder of an Allowed General Unsecured Claim against JEI and/or JEI, LLC shall receive $0. The Debtors anticipate that the Plan will be effectuated pursuant to one of two potential structures. In one structure, the New Common Equity and New Warrants will be issued by Reorganized JEI, which will continue to own JEH and its subsidiaries (the "Existing JEI Structure"). In the alternative structure, the Debtors' assets will, pursuant to the Plan, be transferred to an entity ("NewCo") to be formed by a nominee of certain Holders of Claims (the "Newco Structure"). A copy of the Disclosure Statement is available at https://tinyurl.com/y4mzt4em from dm.epiq11.com at no charge. About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the exploration, development, production and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas. Jones Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-32112) on April 14, 2019. At the time of the filing, the Debtors had total assets of $405,575,000 and liabilities of $1,116,839,000. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel; Jackson Walker LLP as co-counsel with Kirkland and as conflicts counsel; Evercore Group LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Deloitte Tax LLP as tax restructuring advisor; Baker Botts LLP as special corporate Counsel; and Epiq Corporate Restructuring, LLC as its claims, noticing and solicitation agent. JTRL LLC: To Sell Ohio River Property to Fund Plan Payments ----------------------------------------------------------- JTRL, LLC, filed a Chapter 11 plan and accompanying disclosure statement. The Class 5 Claims (General Unsecured Creditors) will be paid a dividend of 100% after crediting payment of claims by all other entities. The Debtor is contemplating a sale of the property located at 850 Ohio River Blvd., Pittsburgh, PA 15202. In the event of the sale, the remaining unsecured claims will be paid with the proceeds of the sale, once all secured and priority claims have been paid. The Class 2 claim held by Wesbanco Bank, Inc., will be paid according to the mortgage contract. Any pre-confirmation defaults will be waived on the confirmation of the Plan. The Debtor is also contemplating a sale of the property located at 850 Ohio River Blvd., Pittsburgh, PA 15202. In the event of the sale, Wesbanco Bank, Inc. will be paid in full at the time of closing with the proceeds of the sale. The Debtor will pay the $2,000.00 per month until the balance is paid in full or when property is sold. The Class 4 Claims (Secured Real Estate Taxes) will be paid over five (5) years at the statutory interest rate. The Debtor is also contemplating a sale of the property located at 850 Ohio River Blvd., Pittsburgh, PA 15202. In the event of the sale, the tax claims will be paid in full at the time of closing with the proceeds of the sale. Class 6 (Equity Holders), Joanne Teti, shall retain her equity in the Debtor. The Debtor is funding this plan from the rent revenue from business of The Rusty Dory, Inc. restaurant/bar. The Debtor is contemplating a sale of the property located at 850 Ohio River Blvd., Pittsburgh, PA 15202. If the property gets sold, the remaining claims will be paid with the proceeds of the sale at closing, after the secured and priority claims have been paid in full. A full-text copy of the Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/yxbhhw22 from PacerMonitor.com at no charge. About JTRL, LLC TRL, LLC, owns real estate located at 850 Ohio River Boulevard, Pittsburgh, Allegheny County, Pennsylvania. JTRL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21509) on April 12, 2017. In the petition signed by Joanne Teti, sole member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Donald R. Calaiaro, Esq., and David Z. Valencik, Esq., at Calaiaro Valencik, serve as the Debtor's bankruptcy counsel. KONA GRILL: Must Pay Fees to Avoid Nasdaq Delisting --------------------------------------------------- Kona Grill, Inc., was notified by the Nasdaq Stock Market LLC on April 16, 2019, that it would be subject to delisting proceedings if it did not pay certain fees required by Listing Rule 5250(f). If the Company elects not to appeal, then trading of the Company's common stock will be suspended at the opening of business on April 25, 2019, and a Form 25-NSE will be filed with the Securities and Exchange Commission which will remove the Company's securities from listing and registration on the Nasdaq Stock Market. About Kona Grill Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill, Inc. -- http://www.konagrill.com/-- currently owns and operates 34 restaurants in 20 states throughout the United States and Puerto Rico. In addition, the Company has two international restaurants that operate under franchise agreements. Its restaurants feature contemporary American favorites, sushi and an extensive selection of alcoholic beverages. Kona Grill reported a net loss of $31.96 million for the year ended Dec. 31, 2018, compared to a net loss of $23.43 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Kona Grill had $53.61 million in total assets, $74.04 million in total liabilities, and a total stockholders' deficit of $20.43 million. BDO USA, LLP, in Phoenix, Arizona, the Company's auditor since 2018, 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. LAWSON NURSING HOME: PCO Files 2nd Report ----------------------------------------- Margaret Barajas, the Patient Care Ombudsman appointed for Lawson Nursing Home, Inc., filed the second 60-day report before the U.S. Bankruptcy Court for the Western District of Pennsylvania. During the visits at the Debtor's facility, the PCO observed that there are some ongoing maintenance projects pertaining to the south wing communal bathroom, the drinking fountain on the north wing, and the low temperature experienced in both wings. Despite the maintenance projects, the PCO found that the supplies in all areas from dietary to laundry appear to be of adequate supply. Moreover, the PCO added that the majority of the residents reported that they are satisfied with the care afforded to them. Of those with care concerns, the PCO noted that the complaints pertain to the menu, activities, and call bell response time. A full-text copy of the PCO's Second Report is available at https://is.gd/fFqlcI from PacerMonitor.com at no charge. About Lawson Nursing Home Lawson Nursing Home, Inc., is a nursing home in Jefferson Hills, Pennsylvania. It is a small facility with 50 beds and has for-profit, corporate ownership. Lawson Nursing Home sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-23979) on October 10, 2018. In the petition signed by Derek R. Glaser, president, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro Valencik as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. LEEBER REALTY: Trustco Bid to Vacate Summary Judgment Opinion Nixed ------------------------------------------------------------------- Plaintiffs Leeber Realty LLC and Bernard Cohen brought the action captioned LEEBER REALTY LLC and BERNARD COHEN, both individually and in his capacity as Trustee of the Bernard Cohen Revocable Trust, Plaintiffs, v. TRUSTCO BANK, Defendant, No. 17-CV-2934 (KMK) (S.D.N.Y.) against Defendant Trustco Bank, alleging that Defendant breached a commercial lease contract. Defendant counterclaimed that Plaintiffs breached the contract by failing to make necessary repairs and that Defendant was constructively evicted. On June 4, 2018, Plaintiffs' Motion for Summary Judgment, fees and costs, and dismissal of the counterclaims was granted in part and denied in part, and Defendant's counterclaims were dismissed. The Defendant filed a motion to vacate the Summary Judgment Opinion and to dismiss for lack of subject matter jurisdiction Upon review, District Judge Kenneth M. Karas denied the Defendant's motion. Motions to set aside an order dismissing a case are properly brought under Rule 60(b) of the Federal Rules of Civil Procedure. Rule 60(b) provides six grounds for relief: (1) mistake, inadvertence, surprise, or excusable neglect; (2) newly discovered evidence that, with reasonable diligence, could not have been discovered in time to move for a new trial under Rule 59(b); (3) fraud (whether previously called intrinsic or extrinsic), misrepresentation, or misconduct by an opposing party; (4) the judgment is void; (5) the judgment has been satisfied, released, or discharged; it is based on an earlier judgment that has been reversed or vacated; or applying it prospectively is no longer equitable; or (6) any other reason that justifies relief. The Defendant argues that that the mistake justifying reconsideration of the Court's Summary Judgment Opinion is that Plaintiff lacked standing to bring this case because Flushing Bank, and later the Receiver, were the only true parties in interest. Defendant notes that Leeber was in default on its Mortgage before bringing this Action, thereby entitling Flushing Bank, and only Flushing Bank, to collect rents on the Property pursuant to section 1.15 of the Mortgage Agreement, and that once appointed the Receiver was the sole entity entitled to collect rents. The Court finds Defendant's argument unpersuasive. At the outset, the Court notes that courts in this circuit consistently hold that "[a] defeated litigant cannot set aside a judgment . . . because he failed to present on a motion for summary judgment all of the facts known to him that might have been useful to the court." There is no dispute that Defendant was aware of the Foreclosure Action since at least Sept. 8, 2017. Defendant's prior counsel's failure to raise Flushing Bank's or the Receiver's interest in the rents at the summary judgment stage is not the sort of mistake or excusable neglect that would justify vacating the Court's Summary Judgment Opinion. Defendant argues that because Plaintiffs defaulted on their Mortgage after April 1, 2017, but initiated this Action on April 21, 2017, they lacked standing at the outset because they no longer had a legal interest in the rents upon default. Because the Court finds the assignment of rents clause was non-self-executing, Flushing Bank was required to take affirmative steps to enforce its right to collect rents after Plaintiffs defaulted. It did so, at the earliest, when it filed the Foreclosure Action on July 13, 2017, after Plaintiffs initiated this Action. Plaintiffs therefore had standing at the outset of this case to sue Defendant for payment of the rent. The Court also holds that both Flushing Bank and the Receiver, despite full awareness of the circumstances underlying this Motion, failed to intervene in this Action, and Defendant failed to raise any argument based on Plaintiffs' lack of interest in the litigation until after summary judgment was granted, which weighs against finding that either Party's interest in its outcome, and inability to protect that interest, makes them indispensable. Further, the interest of the courts and the public in a "complete, consistent, and efficient settlement" of this matter, is better served by maintaining the fully and fairly litigated judgment, and allowing the bankruptcy court to address Flushing Bank's interest in the Property, than by re-opening this matter to address arguments that could have been raised at any time. Accordingly, because the Court finds that Flushing Bank and the Receiver are not indispensable parties such that they must be considered in determining whether diversity jurisdiction exists, Defendant's Motion To Vacate and dismiss this case for lack of subject matter jurisdiction is denied. A copy of the Court's Opinion and Order dated Feb. 8, 2019 is available at https://bit.ly/2ZebaFc from Leagle.com. Leeber Realty LLC & Bernard Cohen, Plaintiffs, represented by Michael Alan Freeman – freeman@greenbergfreeman.com -- Greenberg Freeman, L.L.P. Trustco Bank, Defendant, represented by Peter A. Pastore , McNamee Lochner PC. About Leeber Realty Leeber Realty LLC is a real estate company that owns in fee simple a property located at 21 Route 59, Nyack, New York, valued by the company at $800,000. Leeber Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23094) on July 17, 2018. At the time of the filing, the Debtor disclosed $800,000 in assets and $450,000 in liabilities. Judge Robert D. Drain presides over the case. The Debtor engaged Joseph J. Haspel, PLLC as its legal counsel; and Greenberg Freeman, LLP as special counsel. LUBY'S INC: Posts $6.6 Million Net Income in Second Quarter ----------------------------------------------------------- Luby's, Inc., has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $6.63 million on $74.42 million of total sales for the quarter ended March 13, 2019, compared to a net loss of $11.57 million on $81.79 million of total sales for the quarter ended March 14, 2018. For the two quarters ended March 13, 2019, the Company reported a net loss of $856,000 on $177.34 million of total sales, compared to a net loss of $17.10 million on $195.29 million of total sales for the two quarters ended March 14, 2018. As of March 13, 2019, the Company had $197.58 million in total assets, $82.49 million in total liabilities, and $115.08 million in total shareholders' equity. Cash used in operating activities was approximately $7.6 million in the two quarters ended March 13, 2019, an approximate $5.5 million increase from the two quarters ended March 14, 2018. The approximate $5.5 million increase in cash used in operating activities is due to an approximate $5.0 million increase in cash used for working capital purposes and an approximate $0.5 million increase in net loss after adjusting for non-cash items. The Company generally reinvests available cash flows from operations to maintain and enhance existing restaurants and support Culinary Contract Services. Cash provided by investing activities was approximately $18.7 million in the two quarters ended March 13, 2019 and an approximate $4.5 million use of cash in the two quarters ended March 14, 2018. Capital expenditures were approximately $1.8 million in the two quarters ended March 13, 2019 and approximately $8.0 million in the two quarters ended March 14, 2018. Proceeds from the disposal of assets were approximately $20.4 million in the two quarters ended March 13, 2019 and approximately $2.8 million in the two quarters ended March 14, 2018. Insurance proceeds received as a result of claims made from property damage caused by Hurricane Harvey were approximately $0.8 million in the two quarters ended March 14, 2018. Cash used in financing activities was $17,000 in the two quarters ended March 13, 2019 compared to an approximate $7.1 million source of cash during the two quarters ended March 14, 2018. Cash flows from financing activities was primarily the result of the Company's 2018 Credit Agreement. During the two quarters ended March 13, 2019, net cash provided by the Company's 2018 Term Loan was $58.4 million, cash used in Revolver borrowings was approximately $20.0 million, cash used for Term Loan re-payments was approximately $35.2 million, cash used for debt issuance costs was approximately $3.2 million, and cash used for equity shares withheld to cover taxes was $12,000. During the two quarters ended March 14, 2018, cash provided by borrowings on the Company's Revolver were approximately $8.6 million, cash used for Term Loan re-payments was approximately $1.4 million, and cash used for equity shares withheld to cover taxes was $70,000. Chris Pappas, president and CEO, commented, "We continue to make positive progress through our turn-around efforts to reduce costs while repositioning our brands for improved sales and increased store-level profit efficiencies to drive better financial results in 2019 and beyond. Since the beginning of the second quarter last year, we have closed 27 underperforming units and through our $45.0 million asset sales program that began last year, we have generated proceeds of $34.7 million. "Cost management remains a primary focus throughout our organization and even after adjusting for the number of closed stores, our cost run-rate came down in the second quarter. Store-level profit as a percentage of restaurant sales improved in the second quarter to 10.7% compared to 7.7% in the same quarter last year due primarily to effective cost controls to reduce food and supply expenses, efficient hourly labor scheduling, and reductions in repairs and maintenance expense. "While our same-store sale results for the quarter are below our expectations for the full year, they improved sequentially at both our Luby's Cafeteria and Fuddruckers brands. Our chief operating officer, Todd Coutee, continues to realign our organization by putting the right people in the right positions. Todd and the team are also hard at work at several initiatives to enhance sales at each brand with new everyday value choices, focus on convenience and the dinner meal part, and re-introducing a breakfast service option at several Luby's locations. "Lastly, as we transition to primarily a franchise model for Fuddruckers, we converted five company-operated Fuddruckers restaurants to franchise-operated restaurants. These restaurants are in the San Antonio market and were transferred in early April to a new franchise operator with prior Fuddruckers experience. We continue to work on additional re-franchising opportunities in markets outside of our home market in Houston, Texas." Second Quarter Restaurant Sales: * Luby's Cafeterias sales decreased $2.9 million versus the second quarter fiscal 2018, due to the closure of seven locations over the prior year and a 2.2% decrease in Luby's same-store sales. The decrease in same-store sales was the result of a 4.0% decrease in guest traffic, partially offset by a 1.9% increase in average spend per guest. * Fuddruckers sales at company-owned restaurants decreased $3.8 million versus the second quarter fiscal 2018, due to 14 restaurant closings and a 5.3% decrease in same-store sales. The decrease in same-store sales was the result of a 9.3% decrease in guest traffic, partially offset by a 4.4% increase in average spend per guest. * Combo location sales decreased $0.3 million, or 7.0%, versus second quarter fiscal 2018. * Cheeseburger in Paradise sales decreased $1.9 million. The decrease in sales is related to reducing operations to a single store compared to operating seven locations in the second quarter fiscal 2018. * Income from continuing operations was $6.6 million, or $0.22 per diluted share, compared to a loss of $11.5 million, or $0.38 per diluted share, in the second quarter fiscal 2018. * Store level profit, defined as restaurant sales plus vending revenue less cost of food, payroll and related costs, other operating expenses, and occupancy costs, was $7.0 million, or 10.7% of restaurant sales, in the second quarter compared to $5.7 million, or 7.7% of restaurant sales, in the second quarter fiscal 2018. The improvement in store level profit, despite a decline in same-store sales, was the result of effective cost management in several areas. Food costs as percent of restaurant sales decreased as we focused on on a return to "classic favorites" with favorable food costs as well as an overall higher average spend per guest. The Company's restaurant supplies expense and repairs and maintenance expense each experienced significant reductions over prior year as these expenses continued to be opportunities of focus. The Company also managed to reduce its hourly labor costs on a per store basis through efficient restaurant staffing. Store level profit is a non-GAAP measure, and reconciliation to loss from continuing operations is presented after the financial statements. * Culinary Contract Services revenues increased by $1.7 million to $7.5 million with 33 operating locations during the second quarter. New locations contributed approximately $1.4 million in revenue and locations continually operated over the prior full year increased revenue approximately $0.3 million. Culinary Contract Services profit margin increased to 11.0% of Culinary Contract Services sales in the second quarter compared to 3.6% in the second quarter fiscal 2018. * Selling, general and administrative expenses decreased $0.2 million. Removing one-time proxy-solicitation and communication costs of approximately $1.0 million, selling, general and administrative expenses decreased $1.2 million. The decrease reflects reductions in corporate staff and related costs as well as reductions in other overhead expenses, including general liability claims expense, corporate travel, and corporate supplies expense. Included in selling, general, and administrative expenses was approximately $0.8 million in marketing and advertising expense which represents 1.0% of total sales. Balance Sheet and Capital Expenditures The Company ended the second quarter with net debt (total debt less cash) of $29.6 million, a decrease from $35.8 million at the end of fiscal 2018. During the second quarter, its capital expenditures decreased to $0.7 million compared to $3.7 million in the second quarter fiscal 2018. At the end of the second quarter, the Company had $3.9 million in available cash, $10.8 million in restricted cash, and $115.1 million in total shareholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/lRhLmq About Luby's Houston, Texas- based Luby's, Inc. (NYSE: LUB) -- http://www.lubysinc.com/-- operates 136 restaurants nationally as of March 13, 2019: 81 Luby's Cafeterias, 54 Fuddruckers, one Cheeseburger in Paradise restaurants. Luby's is the franchisor for 102 Fuddruckers franchise locations across the United States (including Puerto Rico), Canada, Mexico, Colombia, and Panama. Luby's Culinary Contract Services provides food service management to 33 sites consisting of healthcare, corporate dining locations, sports stadiums, and sales through retail grocery stores. Luby's reported a net loss of $33.56 million for the year ended Aug. 29, 2018, compared to a net loss of $23.26 million for the year ended Aug. 30, 2017. As of Dec. 19, 2018, Luby's had $208.89 million in total assets, $100.83 million in total liabilities, and $108.05 million in total shareholders' equity. Grant Thornton LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Aug. 29, 2018, noting that the Company sustained a net loss of approximately $33.6 million and net cash used in operating activities of approximately $8.5 million. The Company's term and revolving debt of approximately $39.5 million is due May 1, 2019. The Company was in default of certain debt covenants of its term and revolving credit agreements maturing on May 1, 2019. On Aug. 24, 2018, the lenders agreed to waive the existing events of default resulting from any breach of certain financial covenants or the limitation on maintenance capital expenditures, in each case that may have occurred during the period from and including May 9, 2018 until Aug. 24, 2018, and any related events of default. Additionally, the lenders agreed to waive the requirements that the Company comply with certain financial covenants until Dec. 31, 2018, at which time the Company will be in default without an additional waiver or alternative financing. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. MAJOR EVENTS: $100K Sale of Philadelphia Property to Parkers Okayed ------------------------------------------------------------------- Judge Eric L. Frank of the U.S. Bankruptcy Court for the District of Pennsylvania authorized Major Events Group, LLC's sale of the real property at 113 n. 62d Street, Philadelphia, Pennsylvania to Carolyn and Gregory Parker for $100,000. The proceeds of sale will be distributed as follows: a. ordinary and reasonable settlement costs, including transfer taxes; b. satisfaction of all liens and encumbrances necessary to convey good title, including all liens held by the City of Philadelphia; and c. the Debtor. The payment of the City's liens based on its Licenses & Inspections municipal claims is subject to the Debtor's right to object to the validity of those claims at a later date. If such objection is made and is successful, the Debtor may be granted a credit against the City's other allowed secured claims that are presently unpaid. The Debtor will place any net proceeds received at closing in its DIP account and may disburse such monies only upon further Court order. The Title Clerk will fax a completed HUD-1 or settlement sheet from the closing directly to the Assistant United States Trustee, Dave P. Adams, immediately upon the close of the settlement. The 14-day stay of the Order provided by Fed. R. Bankr. P. 6004(h) is waived. About Major Events Group Major Events Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11123) on Feb. 20, 2018. In the petition signed by Antoine Gardiner, president, the Debtor estimated assets of less than $50,000 and liabilities of the same range. Judge Eric L. Frank oversees the case. The Debtor tapped Michael P. Kutzer, Esq., as its legal counsel. MANHATTAN JEEP: Court Junks Fund Trustees' Bid to File Late Claim ----------------------------------------------------------------- Bankruptcy Judge Michael E. Wiles denied the motion by the trustees of Local 868 Pension Fund for permission to file a late proof of claim in the Chapter 11 cases of Manhattan Jeep Chrysler Dodge, Inc. and Manhattan Automotive, LLC. The Court turns to the question of whether relief from the operation of the bar date should be granted on grounds of excusable neglect. The leading decision on the application of "excusable neglect" standards is the decision of the United States Supreme Court in Pioneer Inv. Servs. v. Brunswick Assocs. Ltd. P’ship. The Supreme Court also held that the determination of whether neglect is excusable is "at bottom an equitable one, taking account of all relevant circumstances surrounding the party's omission." The relevant factors include: (1) the danger of prejudice; (2) the length of the delay and its potential impact on proceedings; (3) the reason for the delay, including whether it was in the reasonable control of the movant; and (4) whether the movant acted in good faith. After fully considering these factors, the Court finds that the Fund has failed to establish excusable neglect, and therefore the Court will not extend the bar date to permit a late filing of the Fund's withdrawal liability claims. The Fund itself acknowledged during prior arguments in this court that a withdrawal liability is triggered as a matter of statute whenever there is a permanent cessation of operations or a termination of the participant's obligations to contribute to the plan. It was quite plain during the discussions at the prior hearings that withdrawal liability was not conditioned upon the rejection of a collective bargaining agreement. In fact, the Fund itself has previously taken the position in its correspondence that it was the sale of assets, the termination of the debtors’ ongoing operations, and the termination of employment of its employees that triggered the withdrawal liability. Furthermore, there is no evidence that the Fund ever thought of the withdrawal liability as one that would be tied to the rejection of an executory contract. That is not the actual reason why the Fund delayed in filing a claim. It is instead just an argument that counsel has seized upon to try to justify the Fund's failure to act, even though it was not the reason why the Fund failed to act. As a matter of law, the withdrawal liability is statutory and is not based on the rejection or assumption of a contract. There is no evidence that the Fund ever thought otherwise and no contention that the fund had a mistaken belief or any belief that executory contract theories would warrant a delay in filing a claim or provide an exception to the bar date. A copy of the Court's Opinion dated April 3, 2019 is available at: http://bankrupt.com/misc/nysb18-10657-187.pdf About Manhattan Jeep Manhattan Jeep Chrysler Dodge, Inc., is a family-owned and operated car dealer based in New York. Manhattan Jeep offers a collection of both new and used cars to customers in Manhattan, Queens, the Bronx, and surrounding areas. The Company also offers car services including oil changes and engine and transmission repairs. It also provides state inspections and free body shop estimates and sells vehicle parts. Manhattan Jeep Chrysler Dodge, Inc., and Manhattan Automotive, L.L.C., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10657 and 18-10661) on March 9, 2018. In the petitions signed by Patrick Monninger, president of Manhattan Jeep, Manhattan Jeep estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities and Manhattan Automotive estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The cases have been assigned to Judge Michael E. Wiles. Eric J. Snyder, Esq., at Wilk Auslander LLP, is the Debtor's counsel. MARTIN J. SMITH: Proposed Property Sale Denied without Prejudice ---------------------------------------------------------------- Judge Clifton R. Jessup, Jr. of the U.S. Bankruptcy Court for the Northern District of Alabama denied without prejudice Martin J. Smith's sale of property free and clear. Martin J. Smith sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 08-81504) on May 16, 2008. On Nov. 12, 2014, the Court confirmed the Debtor's Amended Chapter 11 Plan of Reorganization. On April 23, 2015, the Court entered a Final Decree closing the case. MICROVISION INC: Signs $2M Subscription Agreement with Investor --------------------------------------------------------------- MicroVision, Inc., has entered into a subscription agreement with Shmuel Farhi, pursuant to which the Company agreed to issue and sell to the Investor 2,250,000 shares of the Company's common stock, par value $0.001 per share, for an aggregate purchase price of $2,000,000. The sale of the Shares pursuant to the Subscription Agreement is expected to close on or about April 26, 2019. The Company intends to use the net proceeds from the sale of the Shares for general corporate purposes. The Shares are being issued and sold pursuant to the Company's registration statement on Form S-3 (Registration No. 333-228113) declared effective by the Securities and Exchange Commission on Nov. 13, 2018. A prospectus supplement relating to the sale of the Shares will be filed with the SEC. About MicroVision Based in Redmond, Washington, MicroVision, Inc. -- http://www.microvision.com/-- is the creator of PicoP scanning technology, an ultra-miniature laser projection and sensing solution for mobile consumer electronics, automotive head-up displays and other applications. PicoP scanning technology is based on the Company's patented expertise in micro-electrical mechanical systems (MEMS), laser diodes, opto-mechanics, and electronics and how those elements are packaged into a small form factor, low power scanning engine that can display, interact and sense, depending on the needs of the application. MicroVision reported a net loss of $27.25 million for the year ended Dec. 31, 2018, compared to a net loss of $25.48 million for the year ended Dec. 31, 2017. As of March 31, 2019, MicroVision had $17.20 million in total assets, $19.63 million in total liabilities, and a total shareholders' deficit of $2.43 million. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. MOSS CREEK: Moody's Rates Proposed $500MM Senior Unsec. Notes 'B3' ------------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to Moss Creek Resources Holdings, Inc.'s proposed $500 million senior unsecured notes due 2027. Moss Creek's other ratings, including its B2 Corporate Family Rating, B2-PD Probability of Default Rating, B3 rating on the existing senior unsecured notes and the stable outlook are unchanged. The company intends to use the net proceeds of the New Notes to repay all of its revolver borrowings ($213.5 million outstanding as of December 31, 2018) and the remaining funds towards 2019 capital spending. Moody's views this transaction as credit neutral as the incremental debt burden will contribute to the company's size and scale improvement. Assignments Issuer: Moss Creek Resources Holdings, Inc. - $500 Senior Unsecured Notes due 2027, Assigned B3 (LGD5) RATINGS RATIONALE The proposed New Notes, along with the existing $700 million senior unsecured notes, are rated B3, one notch below the CFR, reflecting the size of the company's $900 million borrowing base senior secured revolving credit facility, and the revolver's priority claim to the company's assets. Moss Creek's B2 CFR reflects its relatively smaller size and scale as compared to its Permian Basin peers, and also by its significant portion of undeveloped acreage which would require substantial capital spending to develop. The company has continued to pursue its aggressive capital expenditure program through 2018, growing average daily production from 6,500 boe per day in early 2015 to exiting the fourth quarter of 2018 at approximately 43,000 boe per day. Although the company achieved an average daily production of above 45,000 boe per day for the third quarter of 2018, production in the fourth quarter was affected by an unexpected gas processing plant shutdown. Moss Creek's average daily production for full year 2018 was approximately 40,000 and Moody's projects production to approach 50,000 boe per day by year-end 2019. However, a significant portion of its proved reserves are proved undeveloped reserves, which require a substantial capital investment in the future to convert them into proved developed reserves. Moss Creek benefits from the company's favorable acreage location with high oil content in the Midland Basin, competitive cost structure driving high cash margins and good capital efficiency, and moderate financial leverage. Moss Creek will have adequate liquidity to meet its modestly reduced 2019 capital spending plan. Pro forma for the New Notes issuance (and as of December 31, 2018) Moss Creek will have no outstanding borrowings under its $900 million borrowing base revolving credit facility due December 2020, and a cash balance of over $330 million. Moss Creek's approximately $700 million of planned 2019 capital spending (at the mid-point of high case) and debt service needs will be met by balance sheet cash, operating cash flow and borrowings under the revolver The financial maintenance covenants under Moss Creek's credit agreement include a 4x leverage (debt/EBITDA) covenant and a 1x current ratio covenant. Moody's expects that Moss Creek will remain in compliance with the covenants through mid-2020. The stable outlook reflects Moody's expectation that the company will substantially grow its production, aided by the company's low cost structure and the liquidity to pursue its 2019 drilling program. The ratings could be upgraded if Moss Creek successfully executes on its drilling program, delivering substantial production and proved developed reserves growth at competitive returns on investment. Average daily production of 50,000 boe per day, retained cash flow to debt above 30%, and leverage full cycle ratio above 1.5x could result in a ratings upgrade. Reducing the gap between capital spending and operating cash flow would also be supportive of a ratings upgrade. A downgrade could result if the company's capital productivity is worse than expected leading to weaker production growth and investment returns than forecasted. RCF/debt below 15% could result in a ratings downgrade. The primary methodology used in this rating was Independent Exploration and Production Industry published in May 2017. Moss Creek Resources Holdings, Inc is an independent privately-held exploration and production company headquartered in Houston, Texas; engaged in the development, production, operation, exploration, and acquisition of oil and natural gas properties in the Permian Basin of west Texas. NEWARK WATERSHED: Court Tosses Bid to Modify Restitution Orders --------------------------------------------------------------- In the case captioned UNITED STATES OF AMERICA, v. DONALD BERNARD SR., Defendant, UNITED STATES OF AMERICA, v. LINDA WATKINS-BRASHEAR, Crim. No. 14-710 (JLL), No. 16-004 (JLL), Crim No. 15-636 (JLL) (D.N.J.), Chief District Judge Jose L. Linares denied the Newark Watershed Conservation and Development Corporation's (NWCDC) motion to modify the restitution obligations of Defendants Donald Bernard, Sr. and Linda Watkins-Brashear. Both Bernard and Brashear entered into plea agreements with the Government before the Court in relation to their roles in the bribery no-bid contract scandal at the NWCDC. Pursuant to those plea agreements, Bernard and Brashear agreed to make restitution payments to the NWCDC in amounts of $956,948 and $999,683, respectively, and to the Internal Revenue Service in amounts of $200,172, and between $275,000 and $350,000, respectively. On July 13, 2017, the Court sentenced Bernard to a term of imprisonment of 96 months with a subsequent 3-year period of supervised release and ordered Bernard to pay $1,157,120 in restitution, $956,948 of which was to be distributed to the NWCDC and the remainder to the IRS. On Sept. 22, 2017, the Court sentenced Brashear to a term of imprisonment of 102 months with a subsequent 3-year period of supervised release and ordered Brashear to pay $1,304,571.54 in restitution, $999,683.54 of which was to be distributed to the NWCDC and the remainder to the IRS. The NWCDC now seeks to modify these restitution orders, arguing that the Court should allow Bernard and Brashear to satisfy their restitution obligations by "waiving their claims against" against the NWCDC defined-benefit pension plan. The NWCDC claims that without such a modification, the PBGC "may pay benefits to [Bernard and Brashear] and thereby increase the amount which the NWCDC bankruptcy estate will have to pay to PBGC on their underfunding claim," effectively increasing the damage Bernard and Brashear have done to the NWCDC and further compensating themselves in the process. The NWCDC seeks to modify these restitution orders under the Mandatory Victims Restitution Act (MVRA). The MVRA provides that: A restitution order shall provide that the defendant shall notify the court and the Attorney General of any material change in the defendant's economic circumstances that might affect the defendant's ability to pay restitution. The court may also accept notification of a material change in the defendant's economic circumstances from the United States or from the victim. The Attorney General shall certify to the court that the victim or victims owed restitution by the defendant have been notified of the change in circumstances. Upon receipt of the notification, the court may, on its own motion, or the motion of any party, including the victim, adjust the payment schedule, or require immediate payment in full, as the interests of justice require. The Court holds that the NWCDC has failed to demonstrate a material change in economic circumstances and the Court has not received certification from the Attorney General. As to the economic circumstances, the NWCDC admits that neither Bernard nor Brashear have made any restitution payments to date. Instead, the NWCDC claims that their assertion of pension claims totaling approximately $600,000 constitutes a material change in economic circumstances. However, neither Bernard nor Brashear has received any payments from the pension plan, nor is it clear that the PBGC--now the statutory trustee of the pension plan's assets--will actually distribute funds to Bernard and Brashear. A defendant's anticipated or continued failure to pay restitution benefits does not constitute a change in economic circumstances. In any event, Bernard and Brashear's pension claims, or at the very least, their intent to file these pension claims, were known to the Court as early as November of 2016, so the fact that these pension claims continue to linger cannot be considered a material change in economic circumstances. Furthermore, the Attorney General has not certified that there has been a material change in economic circumstances. Thus, the NWCDC has failed to show that circumstances allow the Court to modify Bernard and Brashear's restitution orders. A copy of the Court's Opinion dated Feb. 11, 2019 is available at https://bit.ly/2KZx1xh from Leagle.com. NEWARK WATERSHED CONSERVATION & DEVELOPMENT CORPORATION, NWCDC, Movant, represented by BRUCE D. VARGO -- bvargo@scarponevargo.com -- SCARPONE & VARGO LLC, JAMES A. SCARPONE -- jscarpone@scarponevargo.com -- SCARPONE & VARGO LLC & JOHN B. NANCE – jnance@scarponevargo.com -- SCARPONE & VARGO LLC. PENSION BENEFIT GUARANTY CORPORATION, Interested Party, represented by SIMON J. TORRES, PENSION BENEFIT GUARANTY CORPORATION. USA, the Plaintiff, represented by JACQUES STEVEN PIERRE, OFFICE OF THE U.S. ATTORNEY DISTRICT OF NEW JERSEY & JIHEE GILLIAN SUH , OFFICE OF THE US ATTORNEY DISTRICT OF NEW JERSEY. About Newark Watershed Newark, New Jersey-based Newark Watershed Conservation and Development Corporation sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-10019) on Jan. 2, 2015. The petition was signed by Joseph M. Hartnett, interim executive director. The Hon. Donald H. Steckroth initially presided over the case. Following his retirement from the bench, the case was assigned to Judge Vincent F. Papalia. Donald W. Clarke, Esq., and Daniel Stolz, Esq., at Wasserman, Jurista & Stolz, P.C., represent the Debtor in its Chapter 11 case. The Debtor disclosed total assets of $202,489 and total liabilities of $2.07 million. NSPIRE HEALTH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- nSpire Health, Inc. 19-13271 1830 Lefthand Circle Longmont, CO 80501 nSpire Health, L.L.C. 19-13273 1830 Lefthand Circle Longmont, CO 80501 Business Description: nSpire Health -- http://www.nspirehealth.com -- is a global respiratory information systems software developer and medical device manufacturing company. The Company is the exclusive provider and developer of Iris, an Integrated Respiratory Information System; and KoKo pulmonary function testing, diagnostic spirometry, and respiratory home monitoring devices. Chapter 11 Petition Date: April 22, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Michael E. Romero (19-13271) Hon. Elizabeth E. Brown (19-13273) Debtors' Counsel: Steven E. Abelman, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 410 Seventeenth St, 22nd floor Denver, CO 80202 Tel: (303) 223-1102 (303) 223-1100 Fax: (303) 223-0902 E-mail: sabelman@bhfs.com NSpire Health's Estimated Assets: $1 million to $10 million NSpire Health's Estimated Liabilities: $1 million to $10 million nSpire Health's Estimated Assets: $1 million to $10 million nSpire Health's Estimated Liabilities: $1 million to $10 million The petitions were signed by Joseph Fryberger, vice president, Finance. A full-text copy of nSpire Health's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob19-13271_creditors.pdf nSpire Health LLC stated it has no unsecured creditors. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/cob19-13271.pdf http://bankrupt.com/misc/cob19-13273.pdf OLAIDE DARAMOLA: New Plan Increased Interest Rate for HJR Claim --------------------------------------------------------------- Olaide Daramola, Gbamgbade Daramola, Abimbola Daramola, Macro Concept, LLC, and Grace Solution, LLC filed an amended joint plan of reorganization dated April 9, 2019. The Second Amended Plan does not differ from the original plan in general concept, but it does include a few significant changes, some of which address objections and questions raised at the initial disclosure statement hearing and a further hearing in January 2019. The major reason it became necessary to amend the plan was that on Dec. 19, 2018, just one day after the last plan and disclosure statement were filed, the Federal Reserve increased the prime rate to 5.50%. As in previous plan versions, the interest rate selected for repayment of the claim of HJR Benson Loan Docs, LLC, was based on the prime rate in effect at the time pursuant to the "formula method" approved by the Supreme Court in the case of Till v. SCS Credit Corp., 541 U.S. (2004). Therefore, it became necessary to provide an increased interest rate for HJR's claim based on the increased prime rate and, because the increase in rates affected the overall economics of the plan. The major changes are: 1. The previous interest rate of 5.0% has been increased to 5.75%. This change is somewhat different from the previous adjustment in that it reflects a small upward adjustment from prime. The debtors do not agree with HJR's assertion that an upward adjustment from prime by one to 3 percentage points is an absolute requirement under Till. Rather, the debtors maintain that any adjustment upward must be based on the risk factors involved with this kind of forced financing based on the particular circumstances of the case and that there are virtually no factors in this particular case that requires such an upward adjustment. 2. The increase in the prime rate necessitated an increase in pending. This problem was solved by the agreement of Ife Daramola, son of debtors Abimbola and Gbamgbade Daramola, to contribute $2500 monthly to the plan. 3. As in previous plan versions, the second amended plan provided for the payment of the principal secured creditors in installments concluding with balloon payments. The most likely scenarios involved the funding of these balloon payments by a sale or refinancing of the owned gas stations. However, the value of these properties is not sufficient to support a sale or refinancing in an amount large enough to meet the balloon payment requirements. The previous plan versions called for the balloon payments to fall due 16 years after the effective date, but the previous parameters were no longer workable because of the increase in interest rates. The problem was solved by extending the amortization period from 15 years to 16 years. This mechanism lowered the balances that would have been due after 15 years of amortization, while at the same time increasing the amount of the surplus that would be needed as a down payment. 4. In addition, the debtors were able to reach an agreement for the allowance of Class 5 in a substantially reduced amount. 5. The additional cash will cover additional anticipated administrative expenses and an increase in the minimum distribution to the unsecured creditor class (Class 6), who will now receive a guaranteed minimum fund of $78,000 rather than $60,000 as in previous plan versions, thereby increasing the minimum dividend from 14% to 20%. The bonus arrangement from the preceding plan has been retained. Any other changes to the Plan are minor and have no significant effect on creditors. A copy of the Second Amended Disclosure Statement dated April 9, 2019 is available at https://tinyurl.com/yya4hrbb from Pacermonitor.com at no charge. A copy of the Second Amended Plan is available at https://tinyurl.com/y34k4vro from Pacermonitor.com at no charge. Olaide Daramola filed for chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 16-21657) on August 30, 2016, and is represented by Thomas E. Crowe, Esq. OLLIE WILLIAM FAISON: 4th Cir. Reverses Ruling on SNI Unsec. Claim ------------------------------------------------------------------ The question in the appeals case captioned SUMMITBRIDGE NATIONAL INVESTMENTS III, LLC, Creditor-Appellant, v. OLLIE WILLIAM FAISON, Debtor-Appellee, No. 17-2441 (4th Cir.) is whether the Bankruptcy Code bars a creditor from asserting an unsecured claim for attorneys' fees, if those fees are incurred after the filing of a bankruptcy petition but guaranteed by a pre-petition contract. The United States Court of Appeals, Fourth Circuit joins other federal courts of appeals in holding that the Code does not preclude such claims. Accordingly, the Court reverses the contrary determination of the district court and remands for further proceedings. Faison's position is that because no attorneys' fees were incurred until after bankruptcy proceedings began in this case, SummitBridge could not have had a valid "claim" for those fees on "the date of the filing of the petition." The Court disagrees. The Court thinks Faison's argument is inconsistent with the whole of section 502 of the Code. If it were the case, as Faison contends, that a "claim" with no value on the petition date cannot be allowed under section 502(b)--or may be allowed only in the amount of zero--then there would be no need for section 502(b)(2), an enumerated exception to section 502(b) that specifically disallows claims for "unmatured interest." Nor can Faison's position be squared with section 502(c), which expressly directs bankruptcy courts to "estimate[] for purpose of allowance" the value of claims that are contingent or unliquidated, to avoid undue delay in the administration of a bankruptcy. If, as Faison would have it, the value of a "claim" must be fixed as of the petition date, then there would be no need for such estimates. And, indeed, Faison concedes that the bankruptcy court could have used that very provision to estimate the attorneys' fees at issue in this case. In sum, the Court can find nothing in section 502(b) that expressly disallows unsecured claims for post-petition attorneys' fees. Faison's other argument is an appeal to policy considerations. Faison focuses on SummitBridge's status as a secured creditor, guaranteed recovery on its principal. It would be unfair, Faison argues, to allow SummitBridge also to assert unsecured claims for attorneys' fees, because those claims would reduce the pool of assets available to wholly unsecured creditors who have yet to recover any principal, let alone fees. And that result, Faison finishes, would be inconsistent with a central purpose of the Code, which is to secure equality among similarly situated creditors. Faison's policy argument aso upsets a second basic principle of federal bankruptcy law: "that state law governs the substance of claims, Congress having generally left the determination of property rights in the assets of a bankrupt's estate to state law." Allowing creditors, like SummitBridge, who have bargained specifically for attorneys' fees under state law to enforce those rights in bankruptcy is fully consistent with that principle, even if it reduces the pool of assets otherwise available. Those creditors, it is presumed, "gave value, in the form of a contract term favorable to the debtor . . . in exchange for the [attorneys' fees] provision." So allowing them to assert unsecured claims for those fees, far from "providing an undeserved bonus for one creditor at the expense of others," simply "effectuates the bargained-for terms of the loan contract." And in the end, if there is any tension between this policy of vindicating contract rights enforceable under state law and other bankruptcy principles, "it is the province of Congress," not the courts, to adjust accordingly. For the foregoing reasons, the Court reverses the judgment of the district court and remands for further proceedings. A copy of the Court's Feb. 8, 2019 Decision is available at https://bit.ly/2PgFASt from Leagle.com. Christopher Paul Schueller, BUCHANAN INGERSOLL & ROONEY PC, Pittsburgh, Pennsylvania, for Appellant. John Arlington Northen, NORTHEN BLUE, LLP, Chapel Hill, North Carolina, for Appellee. Vicki L. Parrott, NORTHEN BLUE, LLP, Chapel Hill, North Carolina, for Appellee. The bankruptcy case is in re: OLLIE WILLIAM FAISON, Chapter 11, Debtor, Case No. 14-00073-5-SWH (E.D.N.C.). PACHANGA INC: Plan Confirmation Hearing Scheduled for May 16 ------------------------------------------------------------ Bankruptcy Judge Michael E. Wiles entered an order approving Pachanga, Inc. and affiliates' disclosure statement in connection with their proposed amended joint plan of liquidation dated April 5, 2019. The Court will hold a Confirmation Hearing to consider confirmation of the Plan on May 16, 2019 at 10:00 a.m., at the United States Courthouse for the Southern District of New York, One Bowling Green, New York, New York 10004. Written objections to the plan and ballots accepting or rejecting the plan must be filed no later than May 9, 2019 at 5:00 p.m. A redlined version of the Amended Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/yyeyfdhkfrom PacerMonitor.com at no charge. About Pachanga Inc. Pachanga, Inc., which conducts business under the name FIKA -- https://www.fikanyc.com/ -- is a Manhattan-based coffee chain heavily inspired by Swedish heritage and flavors with an innovative and modern twist. The company opened its doors to its very first location at Central Park South, on Manhattan's 58th street in September of 2006. Pachanga and certain of its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-12767) on Sept. 14, 2018. In the petitions signed by Lars Akerlund, president, the Debtors disclosed $526,539 in assets and $13,329,636 in debt. The cases have been assigned to Judge Michael E. Wiles. The Debtors tapped Rubin LLC as their bankruptcy counsel, and SSG Advisors, LLC as their investment banker. PEEQ MEDIA: Case Summary & 2 Unsecured Creditors ------------------------------------------------ Debtor: Peeq Media LLC 30-00 47th Avenue Long Island City, NY 11101 Business Description: Peeq Media LLC specializes in digital and production services. The Company provides image management, photo retouching, billboards, transit ads, vehicle wraps, lithographic printing, and direct-to-press digital printing services. Chapter 11 Petition Date: April 22, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-42367 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: 9144019500 Email: dkirby@kacllp.com Total Assets: $0 Total Liabilities: $13,863,260 The petition was signed by Medi Falsafi, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb19-42367.pdf PHILMAR CARE: PCO Files 1st Report ---------------------------------- J. Nathan Rubin, M.D., F.A.C.C., the Patient Care Ombudsman appointed for Philmar Care, LLC, submitted the first report to the U.S. Bankruptcy Court for the Central District of California regarding the quality of patient care provided to the patients of the Debtor. The first report consists of the PCO's in-depth evaluation of the Debtor's health care facility, San Fernando Post-Acute Facility, and its ability to adhere to and comply with the applicable medical standard of the patient care as defined by the Institute of Medicine (IOM), during the bankruptcy proceedings. The PCO reported that despite some positive findings identified by the Centers for Medicare & Medicaid Services (CMS) and state surveys, the scope and severity and level of harm of the citations received in the health inspections, fire safety, and staffing, established the star rating as below average and designated the facility as a special focus facility. Hence, the PCO will continue to observe and monitor the Debtor's corrective action plans initiated during the evaluation of the facility, such as the hiring of a consulting firm to help manage and correct the deficiencies found during recent surveys. The PCO will likewise continue with the monitoring of the development and implementation of the Quality Assurance Performance Improvement (QAPI) process. Further, the PCO noted that he will continue to closely monitor the Debtor's medical records on a regular basis until satisfactory correction. A full-text copy of the PCO's First Report is available at https://is.gd/Ssc28p from PacerMonitor.com at no charge. About Philmar Care Philmar Care, LLC, operates an assisted living facility located at 12260 Foothill Blvd. Sylmar, California. It provides long-term skilled nursing care, other types of care, and social services. Philmar Care sought Chapter 11 protection in the U.S. Bankruptcy Court for the Central District of California, Riverside Division (Case No. 18-20286) on Dec. 7, 2018. The Debtor tapped Foley & Lardner, LLP as its counsel. On Dec. 10, 2018, the Debtor filed a second Chapter 11 petition in the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division (Case No. 18-12966). The court ordered the dismissal of the second case as of Jan. 4, 2019. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Jan. 4, 2019. The committee retained Arent Fox LLP, as its counsel. Howard M. Ehrenberg was appointed as Chapter 11 trustee for the Debtor's estate. The trustee tapped SulmeyerKupetz, APC, as his legal counsel. PLAINVILLE LIVESTOCK: DOJ Watchdog Seeks Ch. 11 Trustee Appointment ------------------------------------------------------------------- Ilene J. Lashinsky, a United States Trustee, requested the U.S. Bankruptcy Court for the District of Kansas to order the appointment of a Chapter 11 trustee for the jointly administered bankruptcy cases of Plainville Livestock Commission, Inc. and Plainville Livestock, LLC. The U.S. Trustee emphasized that all factors in determining whether to appoint a chapter 11 trustee under Sec. 1104(a)(2) of the Bankruptcy Code are present. Firstly, the U.S. Trustee found that the Debtors have not complied with the rules on custodial accounts for years as set in the Packers and Stockyards Act (PASA), thus the Debtor is not trustworthy. Secondly, the U.S. Trustee reported that there is no prospect for reorganization because Ty Gillum, the Debtors' owner, is barred from operating the Debtors, and the Debtors have not handed over the operations to a potential purchaser for no consideration, other than severance to Gillum. Thirdly, the U.S. Trustee narrated that neither the business community nor the creditors have confidence in Gillum as evidenced by Almena State Bank suspending the Debtors' bank accounts and the many cattle sellers who have not been paid out of the February 5 sale. Lastly, the U.S. Trustee believed that the benefits of appointing a trustee outweigh the costs. As such, the case needs to move forward to a sale, conversion, or dismissal, however, Gillum appears unable or unwilling to accomplish any of those outcomes. Therefore, the U.S. Trustee believed that a Chapter 11 trustee can quickly assess what action to take, and take it. About Plainville Livestock Commission Plainville Livestock Commission, Inc. operates a livestock auction house in Kansas. It conducts a weekly cattle sale every Tuesday, selling all classes of cattle. Plainville Livestock Commission sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 19-10293) on March 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $100,000 and liabilities of between $10 million and $50 million. The case has been assigned to Judge Robert E. Nugent. Hinkle Law Firm, LLC serves as the Debtor's bankruptcy counsel. POP'S PAINTING: May 10 Plan Confirmation Hearing ------------------------------------------------ The Disclosure Statement explaining the Chapter 11 Plan of Pop's Painting, Inc., is conditionally approved. The Court will conduct a hearing on confirmation of the Plan on May 10, 2019 at 10:30 am. Any written objections to the Disclosure Statement shall be filed and served no later than seven (7) days prior to the date of the hearing on confirmation. Parties in interest shall submit written ballot accepting or rejecting the Plan no later than eight (8) days before the date of the Confirmation Hearing. Objections to confirmation shall be filed with the Court and served no later than seven (7) days before the date of the Confirmation Hearing. The Plan Proponent will file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. Class 7 - General Unsecured of Paintings are impaired. Holders of non-priority unsecured claims against Painting not otherwise classified under the Plan (i.e., unsecured creditors of Painting other than insiders or the Benefit Funds) shall be paid on account of their allowed unsecured claims their pro rata share of the unsecured creditor distribution fund, which shall be in an amount sufficient to pay 45% of the allowed amount of unsecured claims, and shall be funded by Reorganized Painting, through the fifth (5th) anniversary of the Effective Date. Payments shall be payable in equal annual payments, beginning on the date that is thirty (30) days after the first anniversary of the Effective Date and thereafter on an annual basis, with the last payment to be made on the fifth anniversary of the Effective Date. Class 8 - General Unsecured of Coatings are impaired. Holders of non-priority unsecured claims against Coatings not otherwise classified under the Plan (i.e., unsecured creditors of Coatings other than insiders or the Benefit Funds) shall be paid on account of their Allowed Unsecured Claims an amount sufficient to pay each claim, not including post-petition interest, in full, and shall be funded by Reorganized Coatings on the first anniversary of the Effective Date. The distributions under the Plan will be funded principally by (i) existing cash on hand on the Effective Date, (ii) revenues generated by continued operation by the Debtors following the Effective Date; and (iii) to the extent necessary, capital contributions or loans made by insiders or third parties as necessary to fund distributions under the Plan. A full-text copy of the Disclosure Statement dated April 3, 2019, is available at https://tinyurl.com/yyvazctc from PacerMonitor.com at no charge. About Pop's Painting Pop's Painting -- http://www.popsinc.net/-- is a privately held company in Lakeland, Florida, that offers abrasive blasting, protective coatings and liners, powder coating, and intumescent coatings to individual and/or small business clients. The company's subsidiary, Pop's Coatings, provides the industry with powder coating, fusion bonded epoxy, Teflon, and other coatings and liners requiring heat cure. Pop's Painting Inc. and Pop's Coatings, Inc., each filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-04673 and Case No. 18-04674) on June 4, 2018. The cases are assigned to Judge Caryl E. Delano. Stichter, Riedel, Blain & Postler, P.A., serves as the Debtors' counsel. At the time of filing, Pop's Painting estimated $1 million to $10 million in both assets and liabilities; and Pop's Coatings estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. PQ CORP: S&P Affirms B+ ICR on Strong Profitability; Outlook Stable ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on PQ Corp. The outlook remains stable. At the same time, S&P affirmed its 'BB-' issue-level rating on the company's first-lien term loan and senior secured notes. The recovery rating on the debt remains '2'. The rating agency also affirmed its 'B' issue-level rating on the company's senior unsecured notes. The recovery rating on the notes remains '5'." The revision of PQ's business risk assessment to satisfactory from fair reflects the company's ability to maintain strong EBITDA margins quarter over quarter and to pass through raw material price changes in a timely manner to its customers. In addition, the company has been able to successfully integrate the previous ECO Services merger and continues to generate strong profitability. Since launching its IPO about a year ago, PQ continues to use free cash flow generated to pay down debt and improve credit metrics with weighted average S&P Global Ratings adjusted debt leverage below 5x. However, the company's financial risk profile is constrained by the ownership by private equity sponsor, CCMP Capital Advisors L.P., which owns about 45% of the company. The stable rating outlook indicates S&P's expectation that PQ will continue to reduce leverage using free cash flow and maintain FFO to debt above 12% and debt to EBITDA between 4x and 5x over the next 12 months. S&P expects modest volume and EBITDA growth through improved product mix and new products, driven by silica catalyst and performance materials demand growth. Given PQ's private equity ownership, S&P views an unexpected leverage increase as a risk factor; however, the rating agency's base-case scenario does not include significant debt-funded acquisitions or shareholder rewards. "We view a downgrade over the next year as unlikely. However, we could consider a negative rating action over the next 12 months if PQ were to pursue large debt-funded acquisitions or shareholder rewards, or if we were to deem financial policy or the company's private equity owners CCMP Capital, which owns 45%, as unsupportive of the current financial risk profile," S&P said. "We could also lower the ratings if FFO to debt were to fall well below 12% and if debt to EBITDA were to exceed 5x on a sustained basis. This could occur if margins were to deteriorate by 500 basis points (bps) as the result of weakened product mix. In addition, we could lower ratings if liquidity sources were to drop below 1.2x uses," the rating agency said. S&P said it could consider a positive rating action in the next 12 months if PQ's sponsors were to continue to reduce their equity stake to below 40%. It could also consider a positive rating action if the financial risk profile were to improve such that debt to EBITDA approached 4x and FFO to debt approached 20%. This would result from an 800-bps margin improvement, driven by new value-added products and improved product pricing and mix, according to the rating agency. RELIABLE GALVANIZING: $35K Sale of Personal Property Confirmed -------------------------------------------------------------- Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois confirmed Reliable Galvanizing Co.'s sale of personal property assets to PPL Acquisition Group II, LLC pursuant to the terms of their Asset Purchase Agreement for $35,000. A hearing on the Motion was held on April 17, 2019 at 1:30 p.m. The sale is free and clear of any and all Encumbrances. PPL will make payment to the Debtor of the purchase price within five days from the date of the Order. About Reliable Galvanizing Company Reliable Galvanizing Company operates as an iron and steel metal fabrication company. Serving the Midwest for over 35 years, Reliable Galvanizing offers a process of corrosion protection consisting of dipping steel into a bath of molten zinc producing a progressive zinc and iron alloy layer on the surface. Reliable Galvanizing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-29503) on Oct. 19, 2018. In the petition signed by Michael Eisner, president, the Debtor disclosed $914,187 in assets and $1,022,052 in liabilities. The case is assigned to Judge LaShonda A. Hunt. The Debtor tapped The Golding Law Offices, P.C., as its legal counsel. REMARKABLE HEALTHCARE: Court OK's Disclosures; May 13 Plan Hearing ------------------------------------------------------------------ Bankruptcy Judge Brenda T. Rhoades approved Remarkable Healthcare of Carrollton, LP, and its affiliated debtors' updated second amended disclosure statement in support of their joint plan of reorganization. May 10, 2019 at 4:00 p.m. (CT) is fixed as the last day for filing and serving written objections to confirmation of the Debtors' proposed Plan, and the last day and time for delivering written acceptances or rejections of the Debtors' proposed Plan. May 13, 2019 at 10:00 a.m. is set for the hearing to consider the Confirmation of the Debtors' Plan. The updated second amended disclosure statement and plan constitute a motion to sell the Debtors' Equity Interests. The Debtors believe the proposed Equity Interest Purchase Price is reasonable and acceptable for several reasons, including (a) the reorganization cases have been on file for fourteen months and Debtors have not received any interest in equity acquisition, (b) plan exclusivity has expired for several months and Debtors have not received any equity proposals, (c) the Plan requires a substantial infusion of new loans with funds to be advanced at approximately $3.5 million, (d) new equity must ensure the Debtors comply with the Plan to make all cure payments and future payments on the Debtors' restructured debts, and (e) the Plan requires no equity distributions be made for at least one year after confirmation. The Debtors are giving notice of the Equity Interest Purchase Price to their hundreds of lenders and creditors in these five Reorganization Cases, and do not believe it reasonable to expend financial resources performing any additional marketing or valuation on post-confirmation equity. A copy of the Updated Second Amended Disclosure Statement dated April 9, 2019 is available at https://tinyurl.com/y4gyapxp from Pacermonitor.com at no charge. About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in assets and liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. The Office of the U.S. Trustee on March 19, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Searcy & Searcy, P.C., as its legal counsel. RENAISSANCE RADIO: Stockholder Bid to Reopen Ch. 11 Case Tossed --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Texas denied David A. Schum's motions to reopen Renaissance Radio, Inc.'s chapter 11 case and to reconsider and deny certain claims. Schum, a former stockholder, moved to reopen the case to reconsider the allowance of several claims on grounds of fraud, bad faith and fraud on the court. Schum relies on 11 U.S.C. sections 350(b), 502(j)2 and Federal Rules of Civil Procedure 60(b)(2), (b)(3) and (d)(3). Schum seeks to revisit claims addressed in a confirmed chapter 11 plan from a case closed over fourteen years ago, despite his numerous unsuccessful attempts to unwind the plan through appeals and other means. The basis for his challenge now is an argument he could have made -- and in at least one forum, did make -- challenging post-petition financing this court approved to successfully conclude the RRI Bankruptcy many years ago and remained undisturbed on appeal. Assuming, without finding, that Schum was a party in interest, he failed to establish cause to reopen the RRI Bankruptcy as 11 U.S.C. section 350(b) requires and so is not entitled to relief. Schum explains that he delayed filing the Motion on advice of opposing counsel who suggested that he wait until he had concluded litigation challenging the FCC's approval of the license transfers. Even suspending disbelief in the plausibility of that claim and setting aside the wisdom of relying on opposing counsel for legal advice, Schum's delay in moving to reopen the RRI Bankruptcy is inexcusable. Schum with reasonable diligence could have discovered and brought to the court long before 2018 all the facts supporting his spurious claim that BNLI's domicile prevented it from participating in the exit financing transaction. Schum asks for relief now, fourteen years after the RRI Plan was consummated and all parties' claims were paid to the extent the plan provided, and six years after he admits learning the facts on which he premises his request. His allegations are as implausible as the relief he seeks is impractical. Schum has not proven cause to reopen the case. In sum, RRI's confirmed plan bound all parties whose claims and interests it addressed, including Schum. The RRI Bankruptcy and its successor's bankruptcy were fully consummated and closed years ago. Even if Schum's claims had merit -- which they lack -- Schum inexcusably tarried in pursuing relief after 2012, when he claims to have first obtained information supporting the theory underlying his latest attack on the RRI reorganization. Because Schum has established no basis for reopening the RRI Bankruptcy or reconsider the Objectors' claims, his motion is denied. A copy of the Court's Memorandum Opinion dated April 4, 2019 is available at: http://bankrupt.com/misc/txnb03-33479-285.pdf The bankruptcy case is in re: Renaissance Radio, Inc., Case No. 03-33479-BJH (Bankr. N.D. Tex.) RENATO'S GRILL: Plan, Disclosures Hearing Continued to May 7 ------------------------------------------------------------ The confirmation hearing, hearing to consider approval of disclosure statement, and the hearing on Final Application for Compensation in the Chapter 11 case of Renato's Grill, Inc., will be held on May 7, 2019, at 1:30 p.m. at the United States Bankruptcy Court, Flagler Waterview Building, 1515 N Flagler Dr., Room 801, 8th floor, Courtroom A, West Palm Beach, FL 33401. About Renato's Grill Renato's Grill, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14119) on April 9, 2018. In the petition signed by Giuseppina Maira, vice-president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as counsel to the Debtor. REVOLUTION MONITORING: Clarifies Unimpaired Classes of Claims ------------------------------------------------------------- Revolution Monitoring, LLC, Revolution Monitoring Management, LLC, and Revolution Neuromonitoring, LLC, filed an amended Chapter 11 plan and accompanying disclosure statement to clarify that Class 1 (Allowed Administrative Claims of Professionals and U.S. Trustee) and Class 8 (Equity Holders) are unimpaired, and Classes 2 through 7 are impaired. The previously filed Plan provided that Class 1 and Class 7 (Allowed Unsecured Creditors) are unimpaired. Class 7 Claimants are impaired and will be paid their pro rata share of an Unsecured Creditors Pool. A full-text copy of the Amended Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/yystd8aofrom PacerMonitor.com at no charge. About Revolution Monitoring Revolution Monitoring is a healthcare services provider in Dallas, Texas. Revolution Monitoring sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-42152) on Sept. 27, 2018. In the petition signed by Jeremiah Titus Vance, president, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. RICHLAND FARMS: Proposed $94K Sale of Equipment Approved -------------------------------------------------------- Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the District of Minnesota authorized (a) Richland Farms Partnership to sell four equipment for $36,400; and (b) Richland Farms, Inc., to sell three equipment for $57,500. Richland Farms Partnership is authorized to sell the following equipment: Sale Price Commission Net ---------- ---------- --- Gehl Dynalift Dl-6L Telehandler $19,250 $400 $18,850 1999 Mitsubishi FG25B Forklift $8,600 $494.50 $8,150.50 Case Sweepster VRS S $4,550 $261.63 $4,288.37 Big John 1000 Gallon Saddle Tanks $4,000 $0 $4,000 -------- --------- ---------- Total $36,400 $1,156.13 $35,288.87 Richland Farms, Inc., is authorized to sell the following equipment: Sale Price Commission Net ---------- ---------- --- 1989 Raven 48' Flatbed Trailer $ 8,700 $500.25 $8,199.75 1971 Heil Tandem Axle Traile $ 8,300 $477.25 $7,822.75 Case Sweepster VRS S $40,500 $0 $40,500 -------- --------- ---------- Total $57,500 $977.50 $56,522.50 About Richland Farms Richland Farms, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-30424) on Feb. 14, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Katherine A. Constantine. Erik A. Ahlgren, Esq., at Ahlgren Law Office, is the Debtor's legal counsel. ROSE ESKANDARI: $650K Sale of Woodbrige Parcel to Clear Approved ---------------------------------------------------------------- Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Mary Joanne Dowd, the chapter 11 trustee for the estate of Rose Bernadine Eskandari, to sell the Debtor's and Co-owner Ryan Eskandari's interest in the parcel of real property located at 1234 Easy Street, Woodbridge, Virginia, and the Fredy Velasquez lease, to Clear Sky Financial, LLC for $625,000 cash. A hearing on the Motion was held on April 18, 2019 at 10:30 a.m. There are potential encroachment and environmental problems with the property. Bids are not contingent on financing, survey results or obtaining a title commitment or title policy, and the deposit is forfeited if the winning bidder fails to close by April 26, 2019. The bid of Monavar Vakili and James L. Eisberg set forth in the V-E PSA, modified on the record to provide for a closing on April 30, 2019, was the only bid for the 1234 and the adjacent parcel, 1230 Easy Street, together and is approved as the back-up bid. The Purchase and Sale Agreement with Clear Sky is approved. The Trustee is authorized to sell and assign the interests of the Debtor and the Co-Owner in the 1234 Easy Street property and the Velasquez Lease to Clear Sky for a purchase price of $625,000 cash paid on April 26, 2019 in accordance with the Order and the Clear Sky PSA. The Trustee is authorized to execute a trustee's deed as grantor of the interests of the Debtor and the Co-Owner in the 1234 Easy Street property, "as is, where is, with all faults, without representation or warranty of any kind whatsover." She is also authorized to execute the Velasquez lease assignment on behalf of the Co-Owner, as the landlord party, and the Debtor's bankruptcy estate. Promptly after the closing to Clear Sky, the Trustee shall instruct Stewart Title and Escrow Inc. to return the Vakili-Eisberg deposit to Vakili-Eisberg. In the event the closing under the Clear Sky PSA does not occur by April 26, 2019, the Trustee is authorized to terminate the Clear Sky PSA, retain the earnest money deposit thereunder, and to sell, on April 30, 2019, the 1234 and 1230 Easy Street properties and assign the Velasquez Lease to Vakili - Eisberg pursuant to the terms of the Back-Up Bid and the V-E PSA. The Trustee is authorized to cause real property taxes, pro-rated as of the closing in accordance with the Clear Sky PSA or, if applicable, the V-E PSA, to be paid on her behalf at closing. She is authorized to cause closing costs allocated to the Trustee in the Clear Sky PSA or V - E PSA, as applicable, to be paid at closing. The allowed claim of Terry and Florence Hamn shall be paid at the closing to Clear Sky or, if applicable, to Vakili - Eisberg. The sale to Clear Sky or to Vakili - Eisberg is free and clear of the Hamn lien. After payment of closing costs and senior liens and funding a reserve not to exceed $30,000 for income taxes associated with the sale to Clear Sky or, if applicable, Vakili - Eisberg, the net sales proceeds that would otherwise be paid to Co-Owner shall be paid to S&S. The sale to Clear Sky or Vakili - Eisberg is free and clear of the S&S Judgment, provided, however, that the S&S Judgment lien will attach to the net sale proceeds otherwise payable to the Co-Owner. S&S is directed to execute a partial release of lien in connection with the closing that provides that the S&S Judgment lien is released as to 1234 Easy Street. To the extent the income taxes from the sale of 1234 Easy Street are less than the Income Tax Reserve, one-half of the remaining balance of the Income Tax Reserve will be paid to S&S up to the then current balance of the S&S Judgment. The 14-day stays of Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d) are waived and the Order is effective immediately upon its entry. Rose Bernadine Eskandari sought Chapter 11 protection (Bankr. E.D. Va. Case No. 16-14261) on Dec. 19, 2016. Counsel for the Debtor can be reached at: Steven H. Greenfeld, Esq. COHEN BALDINGER & GREENFELD, LLC 2600 Tower Oaks Boulevard, Suite 103 Rockville, MD 20852 Telephone: (301) 881-8300 E-mail: steveng@cohenbaldinger.com SAFE HAVEN: April 25 Disclosure Statement Hearing ------------------------------------------------- The hearing at which the Bankruptcy Court may determine whether to finally approve the Disclosure Statement explaining the First Amended Chapter 11 Plan of Safe Haven Health Care, Inc., will take place at the Federal Courthouse located at 550 W. Fort Street, 5th Floor, Courtroom 4, Boise, Idaho 83724, on April 25, 2019, at 10:00 a.m.. Class 18 - General Unsecured Claims. The creditors in this class shall receive a pro rata distribution of all proceeds from the sale of real or personal property that are not paid to secured creditors, as well as all accounts receivable not used to pay secured creditors. Payments to this Class shall be deferred until all payments have been made to the secured creditors. Due to the potential for additional unsecured claims based on the liquidation of property (i.e., deficiency claims by insufficiently-secured creditors), and the timeline outlined below for closing the sales of property, the Debtor anticipates payments to this Class may not be made for approximately nine (9) months after confirmation. The Plan proposes to liquidate and sell the real property securing the secured claims, and to pay the secured claims in full from the proceeds of the real property sale. The sale will occur while the care facility continues to operate in order to maximize the value of the property. A full-text copy of the First Amended Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/y4w9j4b2from PacerMonitor.com at no charge. Attorneys for the Debtor are Matthew T. Christensen, Esq., and Chad R. Moody, Esq., at Angstman Johnson, in Boise, Idaho. About Safe Haven Health Care Safe Haven Health Care, Inc. -- http://www.safehavenhealthcare.org/ -- provides both in-patient and out-patient psychiatric, skilled nursing and assisted living services. The Company has facilities throughout southwestern, central and eastern Idaho. Safe Haven is a division of CareFix, Inc. Safe Haven Health Care filed a Chapter 11 petition (Bankr. D. Idaho Case No. 18-01044) on Aug. 10, 2018. In the petition signed by Scott Burpee, president, the Debtor disclosed $10,234,818 in assets and $17,313,444 in liabilities. The case has been assigned to Judge Jim D. Pappas. Angstman Johnson, led by Matthew Todd Christensen, is the Debtor's counsel. SATYAGRAHA INC: May 7 Disclosures, Plan Confirmation Hearing ------------------------------------------------------------- May 7, 2019 at 12:00 noon is set as the date and time for the hearing on the adequacy of the disclosure statement and confirmation of the Chapter 11 plan of reorganization of Satyagraha, Inc. Alexander Gimpelson's general unsecured claim, classified in Class 3A, is impaired will be paid an annual payment of $300 beginning January 1, 2020, and ending January 1, 2024. The estimated percent of claim paid is 100%. Jeffrey Puvis's general unsecured claim, classified in Class 3B, is impaired, and will be paid outside of the Plan. The Secured Claim of Dutchess County Commissioner of Finance is impaired with a total claim $41,018.23. Monthly payment of $912.43 beginning May 21, 2019 and ending April 21, 2024. Payment and distributions under the Plan will be funded by the contributions from Members of the Debtor and the public; logging contract; rental of mobile home and structures on Debtors Property. A full-text copy of the Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/y5lwfpyefrom PacerMonitor.com at no charge. About Satyagraha, Inc. Based in Pine Plains, New York, Satyagraha, Inc. sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-36744) on October 16, 2018, listing under $1 million in both asset and liabilities. Bethany A. Ralph, Esq. is the Debtor's counsel. SCOTTISH ANNUITY: Don Beskrone Appointed as Interim Trustee ----------------------------------------------------------- Andrew R. Vara, an Acting United States Trustee, appointed Don A. Beskrone as the Interim Trustee for Scottish Annuity & Life Insurance Company (Cayman) Ltd. About Scottish Holdings Scottish Holdings, Inc., and Scottish Annuity & Life Insurance Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd. Scottish Re Group Limited -- http://www.scottishre.com/-- is a holding company organized under the laws of the Cayman Islands with its principal executive office in Bermuda. Through its operating subsidiaries, the company is engaged in the reinsurance of life insurance, annuities and annuity-type products. These products are written by life insurance companies and other financial institutions primarily located in the United States. Scottish Re Group has operating companies in Bermuda, Ireland, and the United States. Scottish Holdings and Scottish Annuity sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10160) on Jan. 28, 2018. In the petition signed by CEO Gregg Klinenberg, the Debtor estimated assets and liabilities of $1 billion to $10 billion. The Debtors hired Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Mayer Brown LLP as special counsel; and Keefe, Bruyette & Woods, Inc., as an investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 20, 2018. The Committee tapped Mayer Brown LLP as special counsel and Appleby (Cayman) Ltd. as special counsel. Max Mailliet serves as Luxembourg insolvency receiver of non-debtor affiliate Scottish Financial (Luxembourg) S.a r.l. SERVICE PAINTING: Asks Court to Approve Plan Outline ---------------------------------------------------- Service Painting, Inc. filed a motion asking the Court to approve its disclosure statement explaining its plan of reorganization. The Debtor also asks the Court to fix the last date for the acceptance and rejection of the plan, and to fix a date for a hearing on the confirmation of the plan. Under the plan, allowed general unsecured claims will receive their pro-rata share of $250,000, plus any amount recovered by the Debtor in the Adversary Proceeding against International Union of Painters and Allied Trades District Council No. 21. The percentage dividend to be received by Allowed General Unsecured Claimants will be determined based upon total amount of allowed unsecured claims, and the amount of the “new value” contribution in the form of a potential judgment satisfaction. Distributions to this Class of Creditors will be made bi-annually in equal installments of $25,000 commencing on the Effective Date of the Plan and concluding five years from that date. The Plan will be funded by (i) the continued operations of the Debtor, (ii) contributions to be made by Nikitas Garavelas as follows: (x) a one-time contribution to the Debtor in the amount of $50,000 on the Effective Date, and (z) by means of the satisfaction of any judgment entered against him in the action pending in the United States District Court for the District of Pennsylvania to determine his joint and several liability with the Debtor to IUPAT, and (iii) any and all funds recovered by the Debtor in the Adversary Proceeding. A copy of the Disclosure Statement dated April 9, 2019 is available at https://tinyurl.com/y58domds from Pacermonitor.com at no charge. About Service Painting Service Painting, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-16843) on Oct. 13, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Eric L. Frank presides over the case. The Debtor tapped Kurtzman Steady, LLC, as its legal counsel. SILVER SCREEN: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------- David W. Asbach, Acting United States Trustee for Region 5, objects to the adequacy of the Disclosure Statement for the Plan of Reorganization of Silver Screen Rentals, L.L.C. According to the U.S. Trustee, the Debtor's treatment of Class 4 General Unsecured Claims is unclear. The Trustee points out, the Debtor does not state the total amount of claims; it only refers to the allowed unsecured claims of Silver Screen Supply ($270,000) and HT2 ($50,000). The Trustee further points out, the pro forma attached as Exhibit C reflects one lump sum payment of $25,000 in 2019 to Class 4, with no discussion as to why unsecured creditors will not be paid any additional amounts -- such as percentage of net revenue -- during the five-year projection period. The Trustee asserts that the Debtor should list its executory contracts to be rejected and accepted in the Disclosure Statement and Plan. The Trustee complains that the Disclosure Statement and Plan contain improper third party releases and do not comply with the Fifth Circuit's decision in New York Trust Co., NA v. Official Uns. Cred. Comm. (In re Pacific Lumber Co.), 584 F.3d 229 (5th Cir. 2009). The Trustee points out, overall, the Disclosure Statement lacks adequate information, making it impossible for voters to cast an informed judgment about the Plan. About Silver Screen Rentals, L.L.C. Silver Screen Rentals was founded in 2009 as a full-service location equipment rentals company in Louisiana. Created to cater to the specific and time-sensitive needs of the film industry, Silver Screen offers everything a locations department needs: a large assortment of tents, portable air conditioners and heaters, generators, temporary flooring, tables & chairs, makeup stations, passenger vans, carts, dollies and more. Silver Screen now has a new location at 5169 Southridge Parkway in Atlanta, Georgia. In Louisiana, Silver Screen's facility is located at 500 Edwards Ave in New Orleans. For more information, call 404.445.5534 or visit www.silverscreenrentals.com Silver Screen Rentals, L.L.C. filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-12934), on November 1, 2018. The Petition was signed by R. Bryan Wright, manager. The case is assigned to Judge Elizabeth W. Magner. The Debtor is represented by William H. Patrick, III, Esq. at Heller, Draper, Patrick, Horn & Manthey LLC. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. SINGLE SERVE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Single Serve Beverage Packaging, Inc. 3919 Whitney Street Janesville, WI 53546-1002 Business Description: Single Serve Beverage Packaging is a manufacturer of beverage packaging materials. Chapter 11 Petition Date: April 22, 2019 Court: United States Bankruptcy Court Western District of Wisconsin (Madison) Case No.: 19-11287 Judge: Hon. Catherine J. Furay Debtor's Counsel: Eliza M. Reyes, Esq. KREKELER STROTHER, S.C. 2901 West Beltline Highway, Suite 301 Madison, WI 53713 Tel: 608-258-8555 Fax: 608-258-8299 E-mail: ereyes@ks-lawfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carl L. Peterson, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wiwb19-11287_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/wiwb19-11287.pdf SNEEDCREST APARTMENTS: $1M Private Sale of Kankakee Property Okayed ------------------------------------------------------------------- Judge Mary P. Gorman of the U.S. Bankruptcy Court for the Central District of Illinois authorized Sneedcrest Apartments, LLC's private sale of 2-acre real property located in Kankakee, Illinois, comprised of eight parcels of real estate, commonly known as 2755 Cooper Drive, Kankakee, Illinois, PIN 1217031600700, to Clear Capital, LLC for $1 million. The Debtor is authorized to sign all necessary documents and pay the normal and customary closing costs and expenses. All professional fees and expenses, contemplated in this case to be attorney's fees and the commission to the real estate broker, both of which have been employed by previous Application To Employ, are subject to approval by the U.S. Bankruptcy Court and will not be paid until an Order is entered authorizing their payment. About Sneedcrest Apartments Sneedcrest Apartments LLC is engaged in the business of renting real estate with all of its property being situated in Kankakee County, State of Illinois. The LLC was formed in February 2015 and consists of owner, manager and members, IRA L SNEED and JACQUELYN SNEED. Sneedcrest does not currently have any other employees. Sneedcrest Apartments filed a Chapter 11 bankruptcy petition (Bankr. C.D. Ill. Case No. 18-91117) on Nov. 5, 2018, estimating under $1 million in assets and liabilities. The Debtor's counsel is Richard S Ogibovic, II, Esq. SOUTHERN PRODUCE: Court Allows Objection to Kornegay PACA Claim --------------------------------------------------------------- Bankruptcy Judge Stephani Humrickhouse entered an order allowing Southern Produce Distributors, Inc.'s objection to the Perishable Agricultural Commodities Act (PACA) claim filed by Kornegay Family Produce, LLC. On July 30, 2018, Kornegay filed Proof of Claim No. 58 asserting a PACA claim in the amount of $52,184.29. An Amended Proof of Claim No. 58-2 was filed on November 15, 2018 asserting a PACA claim in the amount of $38,243.16. The sales of potatoes underlying Kornegay's claim occurred between March 23, 2018 and April 12, 2018. Kornegay alleges, and the debtor does not dispute, that the parties orally agreed to extend the applicable payment term from ten days to thirty days prior to the 2018 transactions. Following each individual transaction, Kornegay issued a separate invoice to the debtor , The Invoices stated that the applicable payment term was "Net 30," contained a notice of reservation of PACA rights as prescribed by 7 U.S.C. section 499e(c)(4), and provided that "past due invoices are subject to 1.5% interest per month." At the Dec. 6, 2018 hearing, Kornegay conceded that Invoice No. 18884 in the amount of $426 should not be allowed as part of its PACA claim. Therefore, remaining for the court's determination is the PACA eligibility of 4 invoices, totaling $37,720. The debtor does not dispute the ship dates, the adequacy of the PACA language or the timeliness of the PACA notices. The sole issue before the court is whether the payment terms render the invoices PACA ineligible. Kornegay contends that the Disputed Invoices are PACA eligible because: the parties orally agreed to a 30-day payment term, which is within the statutory limit and that the payment term language on the invoices is PACA compliant. To the contrary, the debtor asserts that because the invoice dates are after the shipping dates, a net 30 payment term on its face must exceed the statutorily allowed payment term, which cannot exceed 30 days from the shipping date. There are two essential requirements for preservation of PACA protection: (1) a timely notice must be given and (2) payment terms may not exceed thirty days from the acceptance of the produce. Only the second requirement is implicated here. There is no pre-transaction written agreement modifying the statutory payment terms and absent contradictory terms on the invoice notice, the court would imply the 10 day statutory term. However, the invoices at issue do, in fact, contain contradictory payment terms. Kornegay argues that the payment term "Net 30" noted on the invoices means "net 30 days after shipment." To support that statement, at the hearing, Kornegay pointed the court to the fact that one of the "net 30" notations is contained in the same box as the shipment date information. Furthermore, paragraph 7 of Ms. Kornegay's Initial Declaration filed May 30, 2018, states that "[t]he sales transactions between Kornegay and Debtor are based on "net 30" payment terms requiring payment 30 days after the day on which the produce was accepted as provided for in PACA Regulations, . . ." But, the Initial Declaration also refers to Exhibit C which is the Summary Chart attached to the Amended Proof of Claim and goes on, in paragraph 8, to explain that the column entitled "Date of Invoice or Shipment" "refers to the date which begins the payment term between the parties." The inclusion of payment terms on an invoice which exceed statutorily allowed payment terms invalidates PACA protection. Here, in essence, the proof of claim filed by Kornegay, considered with all attachments, on its face, displays a payment term in excess of 30 days from the date of acceptance of the produce and therefore cannot be afforded PACA protection. The he debtor's Objection to the PACA Claim of Kornegay is allowed. The bankruptcy case is in re: SOUTHERN PRODUCE DISTRIBUTORS, INC., Chapter 11, DEBTOR, Case No. 18-02010-5-SWH (Bankr. E.D.N.C.). A copy of the Court's Order dated Feb. 8, 2019 is available at https://bit.ly/2Ziq5ht from Leagle.com. Southern Produce Distributors, Inc., Debtor, represented by Gregory B. Crampton, Nicholls & Crampton, P.A., William P. Janvier, Janvier Law Firm, PLLC, Steven Craig Newton, II, Nicholls & Crampton, P.A., Kathleen O'Malley, Janvier Law Firm & Kevin L. Sink, Nicholls & Crampton, P.A. About Southern Produce Southern Produce Distributors, Inc. -- http://southern-produce.com/ -- is a provider of sweet potatoes and peppers to markets across the US, Canada, UK and Europe. Southern Produce was founded in 1942 and is based in Faison, North Carolina. Southern Produce Distributors filed for bankruptcy protection (Bankr. E.D.N.C. Case No. 18-02010) on April 20, 2018. In the petition signed by Randy W. Swartz, president and CEO, the Debtor disclosed total assets of $27.12 million and total liabilities of $19.96 million. Gregory B. Crampton, Esq., of Nichols & Crampton, P.A., serves as counsel to the Debtor. Janvier Law Firm, PLLC, serves as special counsel. STRATOS ENTERPRISES: $450K Private Sale of West Monroe Okayed ------------------------------------------------------------- Judge John S. Hodge of the U.S. Bankruptcy Court for the Western District of Louisiana authorized the private sale by Stratos Enterprises, Inc., doing business as Boomers School Supply, and its senior secured creditor, North Louisiana BIDCO, LLC, of the real property bearing a municipal address of 132 Well Rd., West Monroe, Louisiana, for the minimum amount of $450,000, or any amount in excess of that amount which may be offered. The sale will take place within 30 days of the Order. The closing attorney/disbursing attorney provide the counsel for the Debtor, the counsel for North Louisiana BIDCO, LLC and the counsel for Spirit Halloween with a copy of the proposed distribution schedule and/or HUD form via electronic mail or facsimile three business days prior to the closing date. All costs of sale other than accrued property taxes be paid by the buyer. The prorated property taxes due, if any, be paid out of the proceeds of the sale. The sale proceeds, less property taxes, will be paid to North Louisiana BIDCO pursuant to the order of thes Court authorizing disbursement of funds at closing. The Net Proceeds are being disbursed to North Louisiana BIDCO as partial payment of indebtedness owed by the Debtor to North Louisiana BIDCO under certain promissory notes, as described in the Joint and First Amended Motion to Sell Real Property of the Bankruptcy Estate (P63), and that North Louisiana BIDCO will apply the Net Proceeds to reduce the outstanding amount of such indebtedness. The sale is made pursuant to 11 U.S.C. 363 and the property is sold "as is" without warranty or any recourse, free and clear of all liens and encumbrances and that all liens and encumbrances be referred to the proceeds of the sale which proceeds will be distributed in accordance with the orders of the Court. The Clerk of Court in and for the Parish of Ouachita, State of Louisiana is directed to cancel the liens and encumbrances as evidenced on the Mortgage Certificate following the closing of the sale and disbursement of the proceeds. About Stratos Enterprises Stratos Enterprises, Inc., doing business as Boomers School Supply -- http://www.myboomers.net/-- located at 2009 Martin Luther King, Jr., Drive Monroe, LA 71202, is a locally owned and operated company that operates a store that sells fireworks, school supplies and inflatable slides. Stratos Enterprises, Inc., sought Chapter 11 protection (Bankr. W.D. La. Case No. 18-31276) on Aug. 11, 2018. In the petition signed by Farra Shaw, president, the Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. Judge Jeffrey P. Norman is the case judge. The Debtor tapped James W. Spivey, II, Esq., at James W. Spivey II, as counsel. SUNNYLAND FARMS: Court Lacks Jurisdiction to Compel Arbitration --------------------------------------------------------------- Debtor Sunnyland Farms, Inc. confirmed a plan of reorganization several years ago. After confirmation, the Court resolved a dispute between the reorganized debtor and one of its creditors, Jerry Capussi, about whether the creditor was entitled to receive stock in the reorganized debtor. The Court ruled that he was. The debtor and creditor now disagree about the debtor's proposed merger with another corporation. The debtor asks the Court to enforce a provision of its bylaws allegedly requiring the creditor to arbitrate the dispute. Having reviewed the briefing and the law on the issue, Bankruptcy Judge David T. Thuma concludes that it lacks jurisdiction to compel arbitration. The Court also concludes that there are other problems with the motion, which therefore will be denied. A threshold question is whether the Court has jurisdiction to rule on the motion to compel arbitration. Mr. Capussi argues that it does not: the proceeding is too far removed from the bankruptcy case, in both time and subject matter. Under the "close nexus" test, the Court lacks "related to" jurisdiction. Applying the "close nexus" test to this dispute, the Court concludes that it does not have "related to" jurisdiction to compel Mr. Capussi to arbitrate his alleged dispute with the Debtor. The dispute does not affect the "interpretation, implementation, execution, consummation, or administration of the [Debtor's] confirmed plan." Under the Plan, Debtor was free to manage its affairs without further order of this Court, and free to sell its property. It has done both. The Bright Green share swap was not mentioned in the Plan, which was confirmed nearly four years ago. Time has separated the reorganized Debtor from this Court, and its "related to" jurisdiction, significantly. Debtor is and should be free to operate without Court supervision or control. If there is a dispute with Mr. Capussi over the Bright Green transaction, it should be taken up in state court. The Plan's "Retention of Jurisdiction" does not change the result. Article 8 of the Plan addresses retained post-confirmation jurisdiction. Debtor's dispute with Mr. Capussi does not fall within the retained jurisdiction article. Furthermore, parties cannot use such retained jurisdiction provisions to expand the Court's jurisdiction beyond that granted by section 1334. Apart from the jurisdiction issue, the motion lacks merit for several other reasons. First, there is no actual legal controversy to arbitrate, as no lawsuit has been filed. Grumbling and (apparently) idle threats of litigation likely are insufficient to trigger arbitration rights or obligations. Second, the dispute resolution language in the Bylaws may have been adopted after Mr. Capussi became a shareholder. If so, he may not be bound by them. Third, the dispute, if there is one, relates to the advisability of merging Debtor with Bright Green, rather than to the value of Debtor's assets. As such, the dispute resolution provisions in the Bylaws may not apply. Finally, if the stock swap received the requisite shareholder approval, Debtor's Bylaws may no longer be relevant. In sum, the Court does not have post-confirmation jurisdiction to compel Mr. Capussi to arbitrate his alleged dispute with the reorganized Debtor. Even if it had such jurisdiction it is questionable whether compelling Mr. Capussi to arbitrate would be possible and/or warranted. The bankruptcy case is in re: SUNNYLAND FARMS, INC., Debtor, Case No. 14-10231-t11 (Bankr. D.N.M.). A copy of the Court's Memorandum Opinion dated Feb. 8, 2019 is available at https://bit.ly/2XkoDJP from Leagle.com. SUNNYLAND FARMS, INC., a New Mexico corporation, Debtor, represented by Jason Michael Cline, Jason Cline, LLC, Don F. Harris & Russell C. Lowe . Dalsem Horticultural Products, BV, Petitioning Creditor, pro se. Nick Sauro, Petitioning Creditor, pro se. Johnson & Nelson, PC, Petitioning Creditor, pro se. United States Trustee, U.S. Trustee, represented by Leonard K. Martinez-Metzgar , Office of the U.S. Trustee. SWIFT AIR: Red Eye, et al., Bid to Exclude Alter Ego Evidence OK'd ------------------------------------------------------------------ Defendants in the case captioned MORRIS ANDERSON & ASSOCIATES, LTD., Litigation Trustee for the Reorganized Debtor, Plaintiff, v. REDEYE II, LLC, et al., Defendants, Adversary No. 2:14-ap-00534-DPC (Bankr. D. Ariz.) filed a Motion in Limine No. 2: Motion to Exclude Evidence Concerning Alter Ego, Piercing the Corporate Veil and to Enforce the Law of the Case. The Motion seeks the Court's order precluding Plaintiff "from seeking any relief based on alter ego/piercing of the corporate veil." Bankruptcy Judge, Daniel P. Collins granted the motion to the extent Plaintiff seeks the Court's finding at trial that, if any of the Defendants are held liable to Plaintiff, then one or more of the other Defendants are liable to Plaintiff on the same claim and for the same amount. Put another way, when Plaintiff stipulated to dismiss from the Third Amended Complaint Count Ten (Declaratory Relief for Single Business Enterprise) and Count Eleven (Declaratory Relief to Pierce the Corporate Veil), Plaintiff abandoned such claims and are no longer entitled to seek relief on those two claims. Plaintiff's dismissal of Counts Ten and Eleven, however, does not bar Plaintiff from introducing evidence at trial which could support other relief on such evidence, it only bars Plaintiff from obtaining relief on the dismissed claims. Plaintiff will not be entitled to a finding that such evidence supports a piercing of the veil of any of the Defendant entities but such evidence might nonetheless successfully establish (or aid in the establishment) of Plaintiff's Count Six or Count One. Dismissal of Counts Ten and Eleven precludes Plaintiff from obtaining relief on those claims but does not preclude Plaintiff from introducing evidence that might have been relevant to such claims if that evidence is otherwise relevant to remaining claims. Of course, if that evidence is not relevant to any of Plaintiff's remaining claims, efforts to introduce that irrelevant evidence will be susceptible to objections to admissibility. A copy of the Court's Order dated Feb. 11, 2019 is available at https://bit.ly/2IpjHQw from Leagle.com. MORRIS ANDERSON & ASSOCIATES, LTD., Plaintiff, represented by SCOTT R. GOLDBERG -- scott@biz.law -- SCHIAN WALKER, P.L.C., TYLER JARED GRIM , THORPE SHWER, P.C., CODY J. JESS -- cody@biz.law.com -- SCHIAN WALKER, PLC, ALISA C. LACEY , STINSON LEONARD STREET LLP, NATHAN T. MITCHLER , SCHIAN WALKER, P.L.C. & DALE C. SCHIAN -- dale@biz.law -- SCHIAN WALKER, P.L.C. REDEYE II, L.L.C., Defendant, represented by ANTHONY P. CALI -- anthony.cali@stinson.com -- Stinson Leonard Street, ALISA C. LACEY -- alisa.lacey@stinson.com -- STINSON LEONARD STREET LLP, TERESA M. PILATOWICZ , GARMAN TURNER GORDON, THOMAS J. SALERNO -- Thomas.salerno@stinson.com -- Stinson Leonard Street, LLP & CHRISTOPHER C. SIMPSON -- Christopher.simpson@stinson.com -- STINSON LEONARD STREET LLP. JANE DOE BURDETTE, J. KEVIN BURDETTE, LUXURY ENTERPRISES, INC., LUXURY AIR, LLC, SPORTS JET, LLC, TEAMJET ENTERPRISES, INC., TEAMJET HOLDINGS, LLC, TEAMJET, LLC, TRANSJET 3, LLC, TRANSJET 2, LLC, TRANSJET 1, LLC, TRANSJET, INC., OPULENT AIR, LLC, OPULENT ENTERPRISES, INC., TRANSPAY, INC., TRANSPORT RISK MANAGMENT, INC., SWIFT AVIATION SALES, INC., SWIFT AVIATION MANAGEMENT, INC., SWIFT AVIATION GROUP, INC., SME STEEL CONTRACTORS, INC., INTERSTATE EQUIPMENT LEASING, LLC, SWIFT AIRCRAFT MANAGEMENT, LLC, JERRY AND VICKIE MOYES FAMILY TRUST, VICKIE MOYES, JERRY MOYES & BRIAD DEVELOPMENT WEST, LLC, Defendants, represented by ANTHONY P. CALI, Stinson Leonard Street, TERESA M. PILATOWICZ , GARMAN TURNER GORDON & THOMAS J. SALERNO , Stinson Leonard Street, LLP. About Swift Air Swift Air LLC filed a Chapter 11 petition in its home-town in Phoenix (Bankr. D. Ariz. Case No. 12-14362) on June 27, 2012. The Debtor estimated assets of under $1 million and debts exceeding $10 million. Michael W. Carmel, Ltd., serves as counsel to the Debtor. Pursuant to the order confirming the Third Amended Plan of Reorganization for Swift Air, MorrisAnderson & Associates, Ltd., was appointed as litigation trustee. T&N FOUNTAIN: Case Summary & Largest Unsecured Creditors -------------------------------------------------------- Two affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- T&N Fountain Valley Investments, LLC 19-11480 a California limited liability company 5 Daystar, Suite 100 Irvine, CA 92612 T&N Walnut Investments, LLC, 19-11481 a Delaware Limited Liability Company 5 Daystar, Suite 100 Newport Beach, CA 92612 Business Description: Each of the Debtors listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). T&N Fountain's principal assets are located at 16650 Harbor Blvd. Fountain Valley, CA 92708. T&N Walnut's principal assets are located at 20241 Valley Blvd. and 319 S. Lemon Creek Dr. Walnut, CA 91789. Chapter 11 Petition Date: April 22, 2019 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Catherine E. Bauer Debtors' Counsel: David M. Goodrich, Esq. WEILAND GOLDEN GOODRICH LLP 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626 Tel: 714-966-1000 Fax: 714-966-1002 E-mail: dgoodrich@wgllp.com T&N Fountain Valley's Estimated Assets: $10 million to $50 million T&N Fountain Valley's Estimated Liabilities: $1 million to $10 million T&N Walnut Investments' Estimated Assets: $1 million to $10 million T&N Walnut Investments' Estimated Liabilities: $1 million to $10 million The petitions were signed by David Shiokari, managing partner of the Tomko Limited Partnership. A full-text copy of T&N Fountain Valley's petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-11480.pdf A full-text copy of T&N Walnut Investments' petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-11481.pdf TOWN STAR: Files Chapter 11 Plan of Liquidation ----------------------------------------------- Town Star Holdings, LLC, filed a Chapter 11 Liquidating Plan and accompanying disclosure statement. Class 5: General Unsecured Claims. The Debtor estimates that the total amount of General Unsecured Claims, as of Confirmation, to be approximately $300,000, although the Claims Bar Date has not yet run. To the extent not already satisfied prior to the Effective Date, all Allowed General Unsecured Claims, including the portions Holders of Classes 3 and 4 Allowed Claims, that will not be treated in those Classes, shall be paid a pro rata share of all Estate Assets remaining after payment of the Allowed Claims, and portions thereof, of Classes 1-4, with such payment to be made within 60 days of the Effective Date or as soon thereafter as is practicable. Notwithstanding any other provision of the Plan, holders of Allowed Unsecured Claims shall not be entitled to receive any payment on account of such claims until the holders of Allowed Class 1-4 Claims have been paid or reserved for in accordance with the Plan. Class 4: Claims of the Florida Department of Revenue and IRS. The Debtor estimates that the total amount of the Claims of the Florida Department of Revenue and IRS, as of Confirmation, to be approximately $900,000. To the extent not already satisfied prior to the Effective Date, an agreed amount of the Claims of the Florida Department of Revenue and IRS will be paid in full as of the Effective Date, or as soon as is practicable thereafter, from Estate Assets. It is expected that the Florida Department of Revenue and the IRS will agree to treat a portion of their claims as Class 5 General Unsecured Claims. Class 6: Rejection Damages Claims. The Debtor estimates that the total amount of Rejection Damages Claims, as of Confirmation, to be less than $100,000. To the extent not already satisfied prior to the Effective Date, all Allowed Rejection Damages Claims, shall be paid a pro rata share of all Estate Assets remaining after payment of the Allowed Claims, and portions thereof, of Classes 1-5, with such payment to be made within 60 days of the Effective Date or as soon thereafter as is practicable. Notwithstanding any other provision of the Plan, holders of Rejection Damages Claims shall not be entitled to receive any payment on account of such claims until the holders of Allowed Class 1-5 Claims have been paid or reserved for in accordance with the Plan. Class 7: Equity Interests. On the Effective Date, Equity Interests shall be deemed cancelled, and the holders of Equity Interests shall not receive or retain any property under the Plan on account of such Equity Interests, unless and until the Holders of Allowed Class 1-6 Claims have been paid in full. The Plan shall be funded from the Estate Assets, including the Sale Proceeds, cash from post-petition operations, proceeds realized from Causes of Action expressly preserved under the Plan, and proceeds from any other Assets available to fund the Plan. A full-text copy of the Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/yxm7hnsgfrom PacerMonitor.com at no charge. Counsel for the Debtor are Steven M. Berman, Esq., and Seth P. Traub, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa, Florida. About Town Star Holdings Headquartered in Fort Myers, Florida, Town Star Holdings, LLC, owns convenience stores. Town Star Holdings filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-00667) on Jan. 25, 2019. At the time of the filing, the Debtor estimated under $10 million in both assets and liabilities. The Debtor tapped Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, as its legal counsel. TRUCK HERO: Moody's Rates Proposed $335MM Senior Sec. Notes 'B2' ---------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Truck Hero, Inc. - Corporate Family Rating and Probability of Default Rating at B3, and B3-PD, respectively. In a related action, Moody's assigned a B2 rating to the proposed $335 million senior secured notes; affirmed the B2 ratings of the first lien senior secured credit facilities, including a $100 million revolving credit facility, and $855 million term loan; and affirmed the Caa2 rating of the $295 million second lien senior secured term loan. The rating outlook is stable. Proceeds from the $335 million senior secured notes are to be used to acquire Lund International, Inc. Lund designs, manufactures, and markets branded automotive aftermarket accessories for light and heavy duty trucks, sport utility vehicles, crossover utility vehicles, jeeps, vans, and passenger vehicles. The company serves a diversified distribution network including warehouse distributors, automotive parts retailers, online retailers, and automotive parts manufacturers, primarily in the U.S. and Canada. Lund had revenues of $271 million in 2018 and is owned by affiliates of Highland Partners. As part of the transaction, affiliates of Highland Partners are rolling over $199 million their ownership of Lund into the transaction, resulting in a 20% ownership of Truck Hero. Affirmations: Issuer: Truck Hero, Inc. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 $100 million Senior Secured 1st lien Revolving Credit Facility, Affirmed B2 (LGD3) $855 million (amount outstanding) Senior Secured 1st lien Term Loan, Affirmed B2 (LGD3) $295 million Senior Secured 2nd lien Term Loan, Affirmed Caa2 (LGD6 from LGD5) Assignments: Issuer: Truck Hero, Inc. $335 million Gtd Senior Secured 1st lien Global Notes, Assigned B2 (LGD3) Outlook Actions: Issuer: Truck Hero, Inc. Outlook, Remains Stable RATINGS RATIONALE Truck Hero's B3 Corporate Family Rating incorporates the company's continuing high leverage following the acquisition of Lund, aggressive history of acquisitions, and the discretionary demand nature of combined company's product portfolio. Pro forma for the acquisition, debt/EBITDA at December 31, 2018 is expected to remain high though modesty improve to about 7.0x from 7.2x. Yet, Moody's anticipates that the impact of higher raw material, freight costs, and the impact of certain channel merchandizing activities, will weaken debt/EBITDA back to the 7.2x range in the coming quarters. Management has taken actions to help offset these cost pressures through price increases and hedging activities in 2019. Management also has anticipated that identified operational consolidations, improvements at Truck Hero, and synergies with Lund could improve pro forma debt/EBITDA to 6.3x, pro forma at December 31, 2018. The ratings are supported by Truck Hero's demonstrated track record of good organic annual revenue growth over the recent years and a good record on integrating acquisitions. While raw material, freight costs, and certain merchandising challenges have delayed the company's deleveraging following the October 2017 acquisition of Omix-ADA, Inc. EBITA margins remain strong and are expected to remain in the low teens over the near-term. The acquisition of Lund will add a number of strong brands to Truck Hero's portfolio. However, Truck Hero's product portfolio of aftermarket products are discretionary, and therefore subject to economic, fuel price trends, and other factors that affect the level of consumer discretionary spending. The stable rating outlook reflects Moody's expectation that Truck Hero's leverage following the acquisition of Lund will remain within previously established rating triggers over the intermediate-term. Truck Hero is expected to continue to have an adequate liquidity profile following the transaction supported by a $100 million revolving credit facility and free cash flow generation. Pro forma for the transaction, cash on hand is estimated at $19 million. The revolving credit facility is estimated to be unfunded at the closing of the transaction with about $85 million of borrowing base availability. Moody's anticipates that free cash flow will be in the low to mid single-digit range as a percentage of adjusted debt over the next 12-15 months. As such, the revolving credit facility should be largely available. The financial maintenance covenant for the senior secured credit facilities is a springing maximum first lien net leverage ratio test which is not expected to trigger over the next 12-15 months. Truck Hero's ratings could be upgraded if the company sustains EBITA/interest expense above 2x and Debt/ EBITDA sustained below 7x. Truck Hero's ratings could be downgraded if EBITA/interest expense is expected to be sustained below 1x, if Debt/ EBITDA is expected to approach 8x, or if liquidity deteriorates. A financial policy focused on further debt funded acquisitions, or shareholder distributions rather than debt reduction could also lower the company's rating. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Truck Hero, Inc. is a wholly-owned subsidiary of Truck Holdings Inc. (a non-operating holding company). The company manufactures truck bed covers, bed liners, truck caps, and sells truck accessory products through its online retail business throughout the United States and Canada. Revenues for 2018 were $904 million. The company is owned by affiliates of CCMP Capital Advisors, LP. U.S. TOMMY: Panel Upholds Dismissal of Ch. 11 Bankruptcy Case ------------------------------------------------------------- Debtor/Appellant U.S. Tommy, Inc. appeals the bankruptcy court's pre-confirmation dismissal of its chapter 11 case about seven months after it was filed. The bankruptcy court granted a creditor Grand Pacific Holdings Corp.'s written motion to dismiss, but that motion did not raise the arguments that the bankruptcy court ultimately found to be cause for dismissal. As a result, Debtor contends that the bankruptcy court erred in dismissing its case based on grounds not contained in the creditor's motion and argues that the court should have conducted an evidentiary hearing before dismissing the case. The United States Bankruptcy Appellate Panel, Sixth Circuit, affirms the bankruptcy court's ruling. The Debtor raises two issues on appeal: 1. Whether the bankruptcy court abused its discretion in granting a creditor's motion to dismiss when none of the grounds set forth in the motion had merit at the time of dismissal. 2. Whether the bankruptcy court erred in granting the motion to dismiss without giving the parties an opportunity to present evidence. The Court holds that the bankruptcy court had authority to dismiss Debtor's chapter 11 bankruptcy case on grounds not contained in GP's written motion to dismiss and did not abuse its discretion. The Debtor asserts that the bankruptcy court erred by not taking evidence before dismissing its case. But Debtor's appellate briefs do not explain how it preserved this argument below, do not show that Debtor ever requested an evidentiary hearing on the motion to dismiss, and do not cite legal authority for this argument. Issues raised in a perfunctory manner are deemed waived. Similarly, the Debtor contends in its reply brief that the bankruptcy court did not consider whether evidence existed of "unusual circumstances" counseling against dismissal. Again, Debtor may not raise new arguments in a reply brief. And, on the merits, Debtor has the burden of establishing "unusual circumstances" under Section 1112(b)(2). Debtor has failed to identify anything in the record to show that it attempted to satisfy its burden in the bankruptcy court, or that it otherwise preserved this argument. The bankruptcy court's dismissal order is, therefore, affirmed. The bankruptcy case is in re: U.S. TOMMY, INC., Debtor, Case No. 17-16150 (Bankr. N.D. Ohio). A copy of the Court's Opinion dated March 22, 2019 is available at https://bit.ly/2Dj7M2F from Leagle.com. About U.S. Tommy U.S. Tommy, Inc., operates a hotel known as University Hotel & Suites -- https://www.universityhotelandsuites.com/ -- located at 3614 Euclid Ave., Cleveland, OH, 44115. The Hotel, valued by the Company at $2 million, has 98 rooms and offers free Wi-Fi, free parking and an on-site restaurant/bar. The Company's gross revenue amounted to $1.41 million in 2016 and $1.26 million in 2015. U.S. Tommy filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-16150) on Oct. 16, 2017. The petition was signed by Robert Lin, secretary/treasurer. The case is assigned to Judge Jessica E. Price Smith. The Debtor is represented by Richard H. Nemeth, Esq., at Nemeth & Associates, LLC. At the time of filing, the Debtor disclosed $3.18 million in total assets and $6.25 million in liabilities. UNIVERSITY PHYSICIAN: Unsecureds to Get 77.5% Under Plan -------------------------------------------------------- University Physician Group proposes a Combined Disclosure Statement and Plan of Reorganization that will pay an amount equal to 77.5% of the amount of allowed general unsecured claims. Class 5. This Class consists of all Unsecured Claims, excluding PEPPAP Claims and Insured Claims. Each Allowed Class 5 Claim shall be paid an amount equal to 77.5% of the amount of such Allowed Claim in full satisfaction of such Allowed Claim. Payments to holders of Allowed Class 5 Claims shall be made on the later to occur of: (1) if the Debtor, WSU and the Committee have each determined that there are no pending or contemplated objections to any Claims, the Effective Date, (2) the date that is fifteen (15) days after the expiration of the Claims Objection Deadline as to all Claims and there are no pending objections to Claims, or (3) upon the entry of an order permitting the Debtor to make a partial distribution to the holders of Allowed Class 5 Claims, to be followed by a final distribution on the date that is fifteen (15) days after the entry of a Final Order on the last pending objection to Claim. This Class is Impaired. Class 1. Everbank Commercial Finance (Nasolaryngo scope). The claimant in this Class, with respect to a security interest in a Nasolaryngoscope in the amount of $15,108.93, which is a Secured Claim, shall be paid over 24 monthly installments of $629.53 per month with no interest. The value of this collateral is approximately $15,000. Claimant in this Class shall its Lien until the Claim in this Class are paid in full. Deemed Allowed. Payments shall start on the Effective Date. This Class is Impaired. Class 2. Everbank Commercial Finance (Pentax/Kaypentaxnasolaryngos cope). The claimant in this class, with respect to a security interest in a Pentax/Kaypentax nasolaryngoscope in the amount of $35,850.78, which is a secured claim, shall be paid over 24 monthly installments of $1,493.78 per month with no interest. The value of this collateral is approximately $35,000. Claimant in this class shall retain its Lien until the claim in this class is paid in full. Deemed Allowed. Payments shall start on the Effective Date. This Class is Impaired. Class 3. Chemical Bank. The claimant in this class, with respect to the security interest in the Portable X-Ray machine in the amount of $3,921.76 which is a secured claim, shall be paid over 39 monthly installments of $100 per month with no interest, and a final payment in the amount of $21.76 on the 40th month. The value of this collateral is approximately $4,000. Claimant in this class shall retain its Lien until the claim in this class is paid in full. Deemed Allowed. Payments shall start on the Effective Date. This Class is Impaired. Class 4. Dell Marketing, L.P. This Class is made of Dell's reclamation claim in the amount of $2,187.67, which shall be paid in full over 12 monthly payments without interest in the amount of $182.30, with respect to electronics sold to UPG. Dell shall retain its rights as to the electronics that make up its reclamation claim until this claim is paid in full. The rest of its total claim of approximately $2,384.29 less $2,187.67 shall be treated as a general unsecured claim in the amount of $196.62. Deemed Allowed. Payments shall start on the Effective Date. This Class is Impaired. Class 6. Hewlett-Packard Financial Services Company. The claimant in this class holds a secured claim in the amount of $214,698.73 based upon a security interest in certain electronics sold to the Debtor. This claim shall be paid over 55 monthly installments of $3,833.90 per month with no interest. The value of this collateral is approximately $214,698.73. Claimants in this class shall retain their lien until the claims in this class are paid in full. Deemed Allowed. Payments shall start on the Effective Date. This class is impaired. Class 7. PEPPAP Claims. This class consists of all PEPPAP Claims. The Debtor has objected to the PEPPAP Claims, because, without limitation, the Claims are not claims against the Debtor, but rather are claims relating to the MEPP Program and funds allegedly owed pursuant to the MEPP Program, which funds are not property of the Debtor's estate. The PEPPAP Claims shall receive no distributions. The Debtor has also filed a motion to estimate the claims asserted by the claimants in this Class. This class is impaired and deemed to have rejected the Plan. Class 8. Insured Claims. Claims in this Class shall receive no distributions. This class is impaired and deemed to have rejected the Plan. With the assistance of financial and other accommodations being provided by Wayne State University Debtor reasonably believes that its future operations will generate sufficient funds to satisfy its obligations under the Plan. A full-text copy of the Disclosure Statement dated April 5, 2019, is available at http://tinyurl.com/y46rm4rnfrom PacerMonitor.com at no charge. Attorney for Debtor is Mark H. Shapiro, Esq., at Steinberg Shapiro & Clark, in Southfield, Michigan. Co-counsel for Debtor is Robert N. Bassel, Esq., in Clinton, Michigan. About University Physician Group University Physician Group -- http://www.wsupgdocs.org/-- is a non-profit multi-specialty physician practice group in southeast Michigan, providing primary and specialty care. Its doctors provide medical care while conducting groundbreaking research and continuing education at Wayne State University, one of the nation's top medical universities. University Physician Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55138) on Nov. 7, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Mark A. Randon. The Debtor tapped Steinberg Shapiro & Clark as lead counsel, and Robert Bassel, Esq., as co-counsel with Steinberg. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on Nov. 26, 2018. The committee tapped Pepper Hamilton LLP as its legal counsel. VAN'S LAUNDROMATS: To Pay Capital Gains Taxes Separate from Plan ---------------------------------------------------------------- Van's Laundromats, Inc. filed an amended disclosure statement, dated April 9, 2019, referring to its proposed plan of reorganization. This latest filing discloses that the Debtor and its principals will be responsible for capital gains taxes that will be paid separately from the Chapter 11 plan. A copy of the Amended Disclosure Statement dated April 9, 2019 is available at https://tinyurl.com/yy82u53x from Pacermonitor.com at no charge. About Van's Laundromats Van's Laundromats Inc. is a Pennsylvania Corporation that operates laundromats in the City of Philadelphia. Van's Laundromats sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-15955) on Sept. 9, 2018. In the petition signed by Mao Khai Van, president, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000 as of the bankruptcy filing. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Demetrius J. Parrish, Jr., and Henry A. Jefferson, in Philadelphia, as its attorneys. VERNON PARK: Sale of Church Property to Pay Secured Creditors ------------------------------------------------------------- Vernon Park Church of God filed an amended disclosure statement referring to its modified plan of reorganization dated April 9, 2019. In this latest filing, the Debtor is proposing a Plan that provides for the sale of its Church Property and Church Building which are located at 175 E. Joe Orr Road in Lynwood, Illinois. The sale of the Church Property to a Private Buyer must be for at least $2,500,000. The sale proceeds will be used to pay the Debtor's secured creditors. Class Three consists of unsecured claims. Debtor estimates that, after claim objections are filed by the Debtor, there will be nine unsecured claims with an allowed amount of $1,153,163.50. Class Three creditors will receive 25% of the allowed amount of their claims, approximately $288,000 in eleven Quarterly Disbursements of $25,500 each. The sale of the Church Property will fund the Plan payments to Class One and Class Two. There is a dispute between Class One and Class Two as to the priority of the liens against the Property. On March 1, 2019, the Debtor filed an adversary proceeding against each of the Class One and Class Two claimants to determine the priority of their claims. The Plan does not resolve the priority dispute. The Plan provides that Class One and Class Two will each receive 50% of the net proceeds of the sale of the Church Property to a Private Buyer or at the Auction. The quarterly payments to Class Three in the amount of $288,000.00 will be funded from the Debtor’s revenues and fundraising efforts. The payments to Class Four of approximately $29,000 on the Effective Date will be funded by the Debtor's cash on hand. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/y623p3hp from Pacermonitor.com at no charge. About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. In the petition signed by Jerald January Sr., pastor, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by Karen J Porter, Esq., at Porter Law Network. W RESOURCES: $4.4M Sale of All Mineral Servitudes Approved ---------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized W Resources, LLC's sale of all of its right, title, and interest in certain mineral servitudes located in the Louisiana Parishes of Bossier, Caddo, Natchitoches and Red River to Sabine State Bank and Trust Co. for $4,409,302 credit bid plus $15,000 and reasonable attorneys costs and fees in cash. The sale is free and clear of liens, encumbrances, and interests. The Recorders of Mortgages and Conveyances for the Louisiana Parishes of Bossier, Caddo, Natchitoches, and Red River are authorized and directed, upon the filing of a certified copy of this order in the official records of their offices, to cancel and erase from their respective records every Lien listed of record, but only insofar as they affect the Mineral Servitudes, including but not limited to the following: a. That certain Multiple Indebtedness Mortgage, Collateral Assignment of Rents and Security Agreement, dated Aug. 26, 2010, by W Resources, LLC to Sabine State Bank and Trust Co., and securing a maximum indebtedness of $50 million, filed on Aug. 30, 2010 under Instrument Number 336114 and recorded in Mortgage Book 930, Page 382 of the records of Natchitoches Parish, Louisiana; b. That certain Multiple Indebtedness Mortgage, Collateral Assignment of Rents and Security Agreement, dated Aug. 26, 2010, by W Resources, LLC to Sabine State Bank and Trust Co., and securing a maximum indebtedness of $50 million, filed on Aug. 31, 2010 under Instrument Number 224495 and recorded in Mortgage Book 189, Page 1029 of the records of Red River Parish, Louisiana; c. That certain Multiple Indebtedness Mortgage, Collateral Assignment of Rents and Security Agreement, dated August 26, 2010, by W Resources, LLC to Sabine State Bank and Trust Co., and securing a maximum indebtedness of $50 million, filed on Sept. 22, 2010 under Instrument Number 2314024 and recorded in Mortgage Book 5097, Page 769 of the records of Caddo Parish, Louisiana; and d. That certain Multiple Indebtedness Mortgage, Collateral Assignment of Rents and Security Agreement, dated Aug. 26, 2010, by W Resources, LLC to Sabine State Bank and Trust Co., and securing a maximum indebtedness of $50 million, filed on Aug. 31, 2010 under Instrument Number 1002022 and recorded in Mortgage Book 2012, Page 191 of the records of Bossier Parish, Louisiana. Should 28 U.S.C. Section 1930(a)(6)(B) require the Debtor or reorganized debtor to pay any fee based on amounts credited to the Purchaser at closing of the transaction, the Purchaser shall reimburse the Estate for such fees. A copy of the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/W_Resources_417_Order.pdf About W Resources W Resources, LLC, is a privately-owned company in Baton Rouge, Louisiana, engaged in activities related to real estate. It is a holding company with a diverse set of raw and recreational land, farming and hunting operations, an aircraft hangar, oil and gas interests, and equity-based interests. W Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager, the Debtor estimated assets and liabilities of $50 million to $100 million each. The Debtor hired Stewart Robbins & Brown, LLC, as its legal counsel. Horne LLP serves as accountant. WELDED CONSTRUCTION: $20M Private Sale of Assets to Agent Approved ------------------------------------------------------------------ Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized (i) the private sale by Welded Construction, LP and Welded Construction Michigan, LLC of certain assets of the Debtors identified in the Agency Agreement for $20 million, subject to certain adjustments, free and clear of all Encumbrances; (b) them to enter into and perform their obligations under the Agency Agreement, dated March 22, 2019, with Gordon Brothers Commercial & Industrial, LLC and Ritchie Bros. Auctioneers (America) Inc. The sale is free and clear of all Encumbrances. The Assets will be sold by the Agent on behalf of the Debtors, and any buyer thereof will acknowledge that the Assets are being purchased on an "as is, where is" and "with all faults" basis, based solely on such buyer's own investigation of the Asset, without any representation or warranty other than those specifically made by the Debtors in Section 12.1(g) of the Agency Agreement. All amounts payable by the Debtors to the Agent under the Agency Agreement will be payable to the Agent without the need for any application of the Agent therefor or a further order of the Court. As set forth in Section 5.1 of the Agency Agreement, upon satisfaction of all conditions precedent to payment of the Guaranteed Amount within two Business Days of the entry of the Order, the Agent will pay to the Debtors the Owned Assets Guaranteed Amount by wire transfer of immediately available funds, a portion of which Owned Assets Guaranteed Amount, (i) will be paid to the DIP Lender in full and final satisfaction of the DIP Obligations advanced under the DIP Facility; and (ii) the balance of the Owned Assets Guaranteed Amount to the Debtors. On the date of Closing, the Agent will pay to CSFC the Caterpillar Equipment Purchase Price by wire transfer of immediately available funds, and the Debtors will pay to CFSC the April Rental Paymen by wire transfer of immediately available funds. Pursuant to section 554(a) of the Bankruptcy Code, the Debtors and the Agent, as applicable, are permitted to abandon property of the Debtors' estates in accordance with the terms and provisions of the Agency Agreement, and the Debtors, the Agent and each of their respective officers, employees and agents are hereby authorized to execute such documents and to do such acts as are necessary or desirable to carry out the Sale and effectuate the Agency Agreement and the related actions set forth therein. The Agent will pay $8,792,537 to the DIP Lender from the proceeds representing the Owned Assets Guaranteed Amount in full and final satisfaction of the DIP Obligations advanced under the DIP Facility. During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales of Assets (other than the Caterpillar Equipment) payable to any taxing authority having jurisdiction will be payable by and be the responsibility of the Seller. Notwithstanding Bankruptcy Rules 6004, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. In the absence of any person or entity obtaining a stay pending appeal, the Debtors and the Agent are free to perform under the Agency Agreement at any time, subject to the terms of the Agency Agreement, and the Agent will be afforded the protections of section 363(m) and 364(e) of the Bankruptcy Code as to all aspects of the transactions under and pursuant to the Agency Agreement if the Order or any authorization contained therein is reversed or modified on appeal. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Welded_Construction_655_Order.pdf About Welded Construction Perrysburg, Ohio-based Welded Construction, L.P, is a mainline pipeline construction contractor capable of executing pipeline construction projects in lengths ranging from a few hundred feet to over 200 miles. Welded Construction, L.P., and Welded Construction Michigan, LLC, sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12378). The jointly administered cases are pending before Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also tapped Zolfo Cooper Management, LLC and the firm's managing director Frank Pometti who will serve as their chief restructuring officer. WEYERBACHER BREWING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Weyerbacher Brewing Company, Inc. 905-G Line Street Easton, PA 18042 Business Description: Weyerbacher Brewing Company, Inc. is a brewery in Easton, Pennsylvania. The Company is predominantly known for its Belgian-style brews including Merry Monks and QUAD. Weyerbacher Brewing was founded in 1995. On the web: https://www.weyerbacher.com/ Chapter 11 Petition Date: April 22, 2019 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Case No.: 19-12558 Judge: Hon. Richard E. Fehling Debtor's Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 E-mail: aciardi@ciardilaw.com - and - Jennifer E. Cranston, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215 557 3550 E-mail: jcranston@ciardilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joshua F. Lampe, chief operating officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/paeb19-12558_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb19-12558.pdf WILLOWOOD USA: $10M Sale of All Assets to Generic Approved ---------------------------------------------------------- Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the District of Colorado authorized Willowood USA Holdings, LLC and its debtor-affiliates to sell substantially all their assets to Generic Crop Science, LLC for $10 million. The Sale Hearing was held on April 16, 2019. The proceeds from the Sale will be paid in cash at Closing as follows: first, to Amvac for its Breakup Fee in the amount of $500,000 and its Expense Reimbursements up to $125,000; second, to AgBiome for its Breakup Fee in the amount of $200,000 and its Expense Reimbursements up to $75,000; and third, to Tree Line subject to and in accordance with Global Settlement (Exhibit B). Notwithstanding the foregoing, the Debtors' estates will retain sufficient funds to pay quarterly fees to the United States Trustee's office pursuant to 28 U.S.C. Section 1930(a)(6). The sale is free and clear of all Encumbrances. Under no circumstance will the Successful Bidder acquire, whether directly or indirectly, EPA registrations without the obligation to pay, at the appropriate time, any and all data compensation liability claims related to any such registrations. Notwithstanding anything to the contrary in the Prevailing APA or the Sale Order, the transfer and assignment of any of the EPA registrations specified in the Prevailing APA includes the transfer of all of the Debtors’ and non-Debtor subsidiaries' EPA registrations and inventory for pesticide products containing the active ingredient that is the subject of the EPA registrations transferred. Notwithstanding anything to the contrary in the Sale Order, no Assumed Contract will be assumed and assigned to the Successful Bidder until the Closing. Pursuant to the Bidding Procedures Order and the Bidding Procedures, the following parties are collectively deemed the Backup Bidders: (i) Albaugh, LLC for the purchase of those registrations set forth in the Amvac Asset Purchase Agreement for $8.4 million for such registrations, an estimated $3.6 million for inventory (at book value), plus packaging and inerts at book value; (ii) AgBiome for the purchase of those registrations set forth in its Asset Purchase Agreement for $1.7 million for such registrations and an estimated $2.475 million for inventory;(iii) UPL NA, Inc. for the purchase of Bifenazate for $100,000 for the registration, an estimated $350,000 for inventory, plus packaging and inerts at book value; (iv) Atticus, LLC for the purchase of Ethofumesate for $25,000 for the registration, an estimated $50,000 for inventory (at book value), plus packaging and inerts at book value; and (v) MEY Corp. for the purchase of Clethodim for $123,000 for the registration, an estimated $220,000 for inventory (at book value), plus packaging and inerts at book value. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the effectiveness of the Sale Order will not be stayed for 14 days after entry on the docket. The Sale Order will be effective and enforceable immediately upon entry. The Successful Bidder and the Debtors are authorized to consummate the Sale and cause the Closing to occur as promptly as is practicable following the entry of the Sale Order. A copy of the APA and the Exhibit B attached to the Order is available for free at: http://bankrupt.com/misc/Willowood_USA_286_Order.pdf About Willowood USA Willowood USA, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-11320) on Feb. 27, 2019. The case is jointly administered with the Chapter 11 case of Willowood USA Holdings, LLC (Bankr. D. Colo. Case No. 19-11079). At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of the same range. The case is assigned to Judge Kimberley H. Tyson. Brownstein Hyatt Farber Schreck, LLP is the Debtor's legal counsel. The Office of the U.S. Trustee on March 12, 2019, appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. WITISI LLC: Case Summary & 18 Unsecured Creditors ------------------------------------------------- Debtor: WITISI, LLC dba The Appliance Outlet 1201 Pleasant Valley Boulevard Altoona, PA 16602 Business Description: WITISI, LLC is a privately held company in Altoona, Pennsylvania in the electronics and appliance store business. Chapter 11 Petition Date: April 22, 2019 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Case No.: 19-70239 Judge: Hon. Jeffery A. Deller Debtor's Counsel: Kevin J. Petak, Esq. SPENCE, CUSTER, SAYLOR, WOLFE & ROSE, LLC 1067 Menoher Boulevard Johnstown, PA 15905 Tel: 814-536-0735 Fax: 814-539-1423 E-mail: kpetak@spencecuster.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Duane Sipe, member/general manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at: http://bankrupt.com/misc/pawb19-70239.pdf XTAL INC: Auction Sale of Office Equipment Approved --------------------------------------------------- Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the Northern District of California authorized XTAL Inc.'s sale of equipment and furnishings currently in the office space in the building commonly known as The Atrium at the Airport, located at 97 E Brokaw Road, Suite 330/340, at auction. The Office Equipment is comprised of: (1) 18 servers; (2) a total count of 91 various electronic devices and equipment including laptops, monitors, phones and television sets; (3) desks, chairs and other office furniture; and (4) cubicles. The Debtor is authorized to sell the Office Equipment, subject to reasonable accommodation by parties if a particular piece of equipment is to be included or excluded from sale. The Debtor will work with both the Liquidator, Liquidator, and ASML US, LLC, formerly known as ASML US, Inc., regarding the destruction of the data on the Debtor's laptops, and if ASML desires, it may have its third party expert observe or participate. The Liquidator has agreed to pay $15,200 for 18 of the Debtor's servers, $4,500 for the Debtor's laptops, monitors, phones and miscellaneous equipment, to charge the Debtor $4,000 for removing the Debtor's furniture, and to charge $500 for removing all of the cubicles, for a total package deal net to the Debtor of $15,200. The Liquidator has also agreed that, at the Debtor's option, the Debtor may keep all of the servers and forego the $15,200 payment. The Debtor has informed the Liquidator that it will most likely decide to keep all the servers. The Debtor has also informed the Liquidator that it may retain some of the furniture. The Liquidator has been informed that 17 of the server hard drives are being removed for sequestration. No other liquidator made a comparable proposal. The Debtor does not believe that there will be any competing offers. However, it recognizes that the Court may prefer to hold an auction. About XTAL Inc. XTAL Inc. -- http://www.xtalinc.com/-- is a designer and manufacturer of semiconductor devices located in the Silicon Valley. It specializes in yield enhancement, software optimization and hardware implementation targeting semiconductor ecosystem. XTAL sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-52770) on Dec. 17, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Elaine M. Hammond. The Debtor tapped Alston & Bird LLP as its legal counsel. YBARRA ENTERPRISES: No Complaints Received in March 2019 -------------------------------------------------------- Ybarra Enterprises, in its self-reporting obligations, reported that there were no complaints received for the period of March 1, 2019, through March 31, 2019. Based on the Report, the Debtor emphasized that there were no complaints asserted by any vendor related to post-petition payment obligations. Likewise, there is no patient care related complaint received or reported by an employee or contractor. The Debtor also stated that there are no complaints or concerns asserted by any physician or other healthcare professional about the quality of care provided to any person under the Debtor's care. A full-text copy of the Self Report is available at https://is.gd/98bENM from PacerMonitor.com at no charge. About Ybarra Enterprises Based in Mission, Texas, Ybarra Enterprises, Inc., aka Dedication of Care Home Health Agency -- http://www.dochomehealth.com/-- provides home health care services. Currently, the Company's coverage area includes South Texas major cities: Laredo, McAllen, Edinburg, Corpus Christi, and Brownsville. The company filed a voluntary Chapter 11 petition (Bankr. S.D. Tex., Case No. 18-70254) on July 9, 2018, and is represented by Kelly K. McKinnis, Esq., in McAllen, Texas. At the time of filing, the Debtor had estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. YEAMAN MACHINE: May 16 Auction of Business Approved --------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Yeaman Machine Technologies, Inc.'s sale of food packing equipment manufacturing business at 2150 Touhy Ave., Elk Grove Village, Illinois to Thrive Strategic Holdings, Inc. for $175,000, subject to overbid. The Debtor's counsel is directed to transmit a form Notice of Sale and Opportunity to Bid with the Bidding Procedures, to the U.S. Trustee, relevant taxing authorities including the Internal Revenue Service, all known creditors, ail parties to the Debtor's executory contracts and unexpired leases, if any, the official Service list, and all potential purchasers known to the Debtor. Any party wishing to bid on the Acquired Assets must comply with the terms of the Bidding Procedures. Assuming any party other than Thrive submits to the Debtor by 5:00 p.m. on May 16, 2019 a qualifying bid for the Property in accordance with the Bidding Procedures, a public sale of the Acquired Assets shall be held on May 23, 2019 commencing at 10:00 a.m. at the offices of Crane, Simon, Clar & Dan, 135 S. LaSalle, Suite 3705, Chicago, Illinois. Objections to the holding of the Auction and the proposed Sate, if any, must be filed by May 16, 2019. The Sale Hearing is set for May 29, 2019 at 10:30 a.m. Within seven days following entry of the Order, the Debtor's duly employed broker, Ervin M. Terwilliger, and the firm of Three Twenty-One Capital Partners, LLC, shall supplement its existing online marketing data room to include the following documents related to the sale of the Business Assets: (a) the Order; (b) the approved Sale Procedures; (c) the form of the Stalking Horse Bidder's Asset Purchase Agreement; (:3) bankruptcy schedules, documents, including, but not limited to, tax returns and other financial documents and (c) any other documents reasonably requested by parties. Access to the Data Room shall be made available by Terwilliger to good faith bidders upon the execution ofa non-disclosure agreement. Within seven days following entry of the Order, Terwilliger shall formulate and circulate via email a marketing and executive summary preview which sets forth the dates and details of the proposed sale of the Business Assets which references the potential of the Business Assets for the manufacture of food packaging equipment. Terwilliger shall distribute the Marketing Package and access to the Data Room, at a minimum, by (a) distributing it via email to Terwilliger database of local, regional, national and global parties who would be interested in purchasing the Debtor's Business. Within three business days following entry of the Order, the counsel to the Debtor shall serve a copy of the Order together with a copy of the Sale Procedures upon the following parties: (a) all parties entitled to notice of the proposed sale pursuant to Bankruptcy Rule 2002; (h) all entities known by the Debtor or Terwilliger to have expressed an interest in acquiring the Business Assets; and (c) all entities known by the Debtor to have asserted a lien, claim, encumbrance or other interest on or against the Business Assets, the counsel to the Debtor shall file with the Court appropriate certificates ofservice evidencing such service and the Terwilliger marketing effort set forth. The Order is a ﬁnal order and effective immediately. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Yeaman_Machine_35_Order.pdf About Yeaman Machine Technologies Yeaman Machine Technologies, Inc., is a manufacturer of packing machines. The company's principal place of business is located at 2150 Touhy Ave., Elk Grove Village, Illinois 60007. Yeaman Machine filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05932) on March 6, 2019. In the petition signed by William Yeaman, president, the Debtor estimated under $50,000 in assets and $1 million in debt. The case is assigned to Judge Timothy A. Barnes. The Debtor is represented by John H. Redfield, Esq. at Crane, Simon, Clar & Dan. ********* 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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