/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190426.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 26, 2019, Vol. 23, No. 115 Headlines 132 30TH STREET: Voluntary Chapter 11 Case Summary 1515-GEENERGY HOLDING: Taps Funk & Zeifer as Energy Consultant 1515-GEENERGY HOLDING: Taps GlassRatner as Financial Advisor 1515-GEENERGY HOLDING: Taps Omni Management as Admin Agent 1515-GEENERGY HOLDING: Taps SSG Advisors as Investment Banker 281 NE 78TH ST: Voluntary Chapter 11 Case Summary 5200 ENTERPRISES: Files Addendum to Disclosure/Plan ACHAOGEN INC: Taps Kurtzman Carson as Claims Agent AMERICAN PARKING: Case Summary & 20 Largest Unsecured Creditors AMERICAN TECHNICAL: Court Denies Bid to Extend Exclusivity Period API HOLDINGS: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable APX GROUP: S&P Rates $250MM Senior Secured Notes 'B-' ASPEN VILLAGE: Affiliate Taps Marcus & Millichap as Broker ASPEN VILLAGE: Seeks to Hire Marcus & Millichap as Broker BAILEY'S EXPRESS: Plan Admin Taps Adrienne Woods as Counsel BEYDA ADULT: Seeks to Hire Van Horn Law Group as Counsel CABLE ONE: Moody's Lowers Ratings on 1st Lien Loans B1/B2 to 'Ba3' CADIZ INC: TRF Master Intends to Nominate Five Directors CASTILLO I PARTNERSHIP: Unsecureds to Get Payment in 5 Years COCRYSTAL PHARMA: Registers 1.7-Mil. Shares for Possible Resale COLLEEN & TOM: Seeks to Extend Exclusive Filing Period to Sept. 30 CONCRETE PUMPING: S&P Affirms 'B' Rating on $397MM Term Loan CONFLUENCE ENERGY: Chelemedo Buying Kremmling Property for $800K CONSIS INTERNATIONAL: May 15 Hearing on Disclosure Statement CORNERSTAR WINE: Taps Kutner Brinen as Legal Counsel DENNIS JOHNSON II: Trustee Taps Rolston & Company as Appraiser DRY EYE: Unsecured Creditors to Get $1,292 Monthly for 60 Months DSN INC: $582K Sale of Carthage Property to Castleburys Approved EAST GRAND PREPARATORY, TX: S&P Alters Rev. Bond Outlook to Stable EVEN STEVENS: Seeks to Hire ESBE Stategic as Consultant EW ACQUISITION: Case Summary Unsecured Creditor EXCO RESOURCES: May 3 Hearing on Disclosure Statement Approval FIRSTENERGY SOLUTIONS: Disclosure Statement Hearing Set for May 20 FLAMBEAUX GAS: U.S. Trustee Objects to Disclosure Statement FLAMBEAUX GAS: Unsecureds to Get Full Payment Over 27 Quarters FRANKLIN ACQUISITIONS: Trustee Selling El Paso Property for $450K GABRIEL SAN ROMAN: $494K Sale of Hempstead Property Okayed GARDEN OAKS: Committee Amends Plan to Cap Transfer Fee at $1,500 GLANSAOL HOLDINGS: Directed to Revise Plan, Disclosures GLOBAL EAGLE: Incurs $236.6 Million Net Loss in 2018 GNC HOLDINGS: Incurs $15.3 Million Net Loss in First Quarter GOGO INC: Issues $905 Million 9.875% Senior Secured Notes GOGO INC: Satisfies Financing Condition for Tender Offer GOURMET EXPRESS: $8.5K Sale of All Remnant Assets to Oak Point OK'd GRAND AVENUE 364: Voluntary Chapter 11 Case Summary GREENTECH AUTOMOTIVE: Auction Sale of All Assets Approved GULFSTREAM DIAGNOSTICS: $58K Sale of 2 Medical Equipment Approved H2O BAGEL: Parkland Buying Parkland Property for $100K HERB PHILIPSON'S: Unsecured Creditors to Get 100% Over 5 Years IDEAL DEVELOPMENT: May 13 Plan Confirmation Hearing JG CONTRACTING: May 20 Combined Plan, Disclosure Statement Hearing JOSEPH HEATH: Naebzadeh Buying Alexandria Property for $480K JOSEPH HEATH: Winifred Buying Alexandria Property for $485K KHRL GROUP: Seeks to Hire Advanced Evaluation as Appraiser KONTOOR BRANDS: Moody's Assigns 'Ba2' CFR & New Sr. Secured Rating KONTOOR BRANDS: S&P Assigns 'BB-' ICR on Spinoff; Outlook Stable LITCHFIELD LASER: New Plan Discloses 3-Tiered Payment Approach LIVINGSTON INTERNATIONAL: S&P Affirms 'B-' ICR; Outlook Stable LONG BLOCKCHAIN: Incurs $742,600 Net Loss in Q3 2018 LOUISIANA PELLETS: Trustee Suit vs Ex-Officers Remanded to La. Ct. MACAULEY CONTRACTING: $210K Sale of Assets to Mike Beeler Approved MIDATECH PHARMA: Incurs GBP15.03 Million Net Loss in 2018 MILLERBERND SYSTEMS: $2.3M Sale of All Assets to Burwell Approved MR. STEVEN: Plan Confirmation Hearing Set for May 21 NAEEM W. BUTT: Court Dismisses Chapter 11 Bankruptcy Case NEW ENGLAND: Sets Bidding Procedures for All Eastern-Carrier Assets NOBLE REY: $300K Sale of All Assets to Craft Equipment Approved NORANDA ALUMINUM: CalFirst Wins Summary Judgment Bid vs Boh Bros. NOVUM PHARMA: Sale/Abandonment Procedures of De Minimis Assets OK'd OPERATION SIMULATION: FirstBank Objects to Disclosure Statement OPPENHEIMER HOLDINGS: Moody's Alters Outlook on B2 CFR to Positive PANNEL PARTNERSHIP: $3.4M Sale of Harris County Property Approved PATRICK JOHANNES: 9th Cir. Affirms Confirmation of Ch. 11 Plan PERFORMANCE POOL: Seeks to Hire Hiratsuka as Accountant PERFORMANCE POOL: Taps Kutner Brinen as Legal Counsel PG&E CORP: Tort Claimants Panel Taps DSI as Financial Advisor PHI INC: Seeks to Hire Jones Walker as Special Counsel QUALITY CONSTRUCTION: May 14 Plan Confirmation Objection Deadline RAVAGO HOLDINGS: Moody's Affirms B1 CFR, Outlook Stable REDIGI INC: U.S. Trustee Objects to Disclosure Statement REDONDO CONSTRUCTION: CLI, Remodelco Entitled to Interest Awards REGENCY PARK: Liquidating Agent Seeks to Hire R.O.I. as Broker REVOLUTION MONITORING: May 5 Deadline to Object to Plan ROSH TISH: Seeks to Hire Sobers Law as Legal Counsel RYDER CONTRACTING: Seeks to Hire Lawrence J. Ickes as Accountant RYDER CONTRACTING: Seeks to Hire Leaberry Law Firm as Counsel SAMSON RESOURCES: Court Grants Bid to Dismiss Nesses' Suit SILVER SCREEN: 2 Creditors Object to Disclosure Statement SKYMARK PROPERTIES: Plan Proposes 2 Options for Unsecureds SOLUTIONS BY DESIGN: Taps Rodriguez Perez as Accountant SPARKLE'S HAMBURGER: Unsecureds to Get Payments Over 36 Months SUNTEC ALUMINUM: Seeks to Hire Cape Coral as Accountant TANGO TRANSPORT: Ct. Rejects Navistar Partial Summary Judgment Bid TOWN STAR: May 7 Plan Confirmation Hearing VEHICLE ALIGNMENT: Secured Creditors to Get 100% Over 7 Years WAYNE BAILEY: Court Allows Objection to Southern Roots' PACA Claim WAYPOINT LEASING: May 16 Disclosure Statement Hearing WHITE EAGLE: Taps Elucidor as Expert Valuation Consultant WHITE EAGLE: Taps Grant Thornton as Accountant XPEERANT INC: Unsecureds to Get $2,000 Per Month for 60 Months YUMA ENERGY: Confirms No Material Change [^] BOOK REVIEW: Full Faith and Credit: The Great S & L Debacle ********* 132 30TH STREET: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: 132 30th Street of Brooklyn Corp 132 30th Street Brooklyn, NY 11232 Business Description: 132 30th Street of Brooklyn provides residential building construction services. Chapter 11 Petition Date: April 24, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-42425 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Bruce Weiner, Esq. ROSENBERG MUSSO & WEINER LLP 26 Court Street, Suite 2211 Brooklyn, NY 11242 Tel: (718) 855-6840 Fax: 718-625-1966 E-mail: courts@nybankruptcy.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Sean Doodnath Seenath, president. The Debtor did not include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb19-42425.pdf 1515-GEENERGY HOLDING: Taps Funk & Zeifer as Energy Consultant -------------------------------------------------------------- 1515-GEEnergy Holding Co. LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Funk & Zeifer LLP. The firm will provide energy consulting services in connection with the Chapter 11 cases of the company and its affiliates. The firm will charge $495 per hour for its services. Peter Funk, a partner at Funk & Zeifer, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter Funk, Esq. Funk & Zeifer LLP Funk & Zeifer LLP 260 Madison Avenue, 17th Floor New York, NY 10016 Office: (646) 597-6284 Mobile: (917) 886-6296 Fax: (646) 597-6283 Email: peter.funk@funkandzeifer.com| 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. 1515-GEENERGY HOLDING: Taps GlassRatner as Financial Advisor ------------------------------------------------------------ GEEnergy Holding Co. LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire GlassRatner Advisory & Capital Group, LLC as its financial advisor. The firm will assist the company and its affiliates with financial reporting; advise the Debtors concerning the sale of their assets; assist in the preparation of a plan of reorganization; assist in developing financial and liquidity projections; and provide other financial advisory services in connection with their Chapter 11 cases. The firm's hourly rates are: Thomas Buck $595 Principals $450 - $625 Managing Directors $325 - $495 Directors $325 - $495 Associates $225 - $325 GlassRatner received advance payments in the amount of $150,000 from the Debtors. Thomas Buck, a principal of GlassRatner, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas Buck GlassRatner Advisory and Capital Group, LLC 299 Park Avenue, 21st Floor New York, NY 10171 Main: (212) 457-3322 Mobile: (917) 488-4148 Email: tbuck@glassratner.com 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. 1515-GEENERGY HOLDING: Taps Omni Management as Admin Agent ---------------------------------------------------------- 1515-GEEnergy Holding Co. LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Omni Management Group, Inc. as its administrative agent. The firm will provide bankruptcy administrative services, which include the solicitation and tabulation of votes in connection with any Chapter 11 plan filed by the company and its affiliates, and managing the distributions made pursuant to the plan. Omni will be paid at these hourly rates for its services: Analyst $25 - $40 Consultants $50 - $125 Senior Consultants $140 - $155 Equity Services $175 Technology/Programming $85 - $135 Omni received a $40,000 retainer from the Debtors. Paul Deutch, senior vice president of Omni, disclosed in court filings that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Omni can be reached through: Paul H. Deutch Omni Management Group 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: 212-302-3580 Fax: 212-302-3820 Email: nycontact@omnimgt.com 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. 1515-GEENERGY HOLDING: Taps SSG Advisors as Investment Banker ------------------------------------------------------------- GEEnergy Holding Co. LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire SSG Advisors, LLC as its investment banker. The firm will provide services to the company and its affiliates during the pendency of their Chapter 11 cases related to a sale of all or a portion of their assets. These services include solicitating offers from potential buyers, and assisting the Debtors in structuring a sale and in negotiating sale agreements. SSG will be paid an initial fee of $40,000 due upon the signing of its employment agreement with the Debtors and a monthly fee of $40,000. Upon the consummation of a sale or restructuring transaction, SSG will receive a fee equal to the greater of $450,000 or 2.5 percent of the "total consideration." The firm has agreed to cap the transaction fee at $750,000. In the event there is no sale or restructuring transaction and the Debtors or their lender determines to liquidate the assets, SSG will receive a $200,000 fee. J. Scott Victor, managing director of SSG, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. SSG can be reached through: J. Scott Victor SSG Advisors, LLC Five Tower Bridge, Suite 420 300 Barr Harbor Drive West Conshohocken, PA 19428 Phone: (610) 940-1094 Fax : (610) 940-3875 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. 281 NE 78TH ST: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 281 NE 78th St LLC 14000 NE 1 Ave Miami, FL 33161 Business Description: 281 NE 78th St LLC listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 24, 2019 Court: United States Bankruptcy Court Southern District of Florida (Miami) Case No.: 19-15323 Judge: Hon. Laurel M Isicoff Debtor's Counsel: Robert C. Meyer, Esq. ROBERT C. MEYER, PA 2223 Coral Way Miami, FL 33145 Tel: 305-285-8838 Fax: 305-285-8919 E-mail: meyerrobertc@cs.com Total Assets: $1,800,000 Total Liabilities: $750,000 The petition was signed by Robinson Julien, manager. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb19-15323.pdf 5200 ENTERPRISES: Files Addendum to Disclosure/Plan --------------------------------------------------- 5200 Enterprises Limited files an addendum to its Combined Disclosure Statement and Chapter 11 Plan of Reorganization. Shortly after the Debtor purchased the owns real estate located at 5200-5202 1st Avenue in Brooklyn, New York, and prior to the Debtor actually beginning any type of operations, the City of New York placed the property on the inactive site registry list after discovering the existence of PCBs. Soon after placing the property on the inactive site registry the City of New York took possession of the building and eventually began remediation on the property. The remediation is believed to have just been completed. Now that the remediation is believed to be complete NYCTL 1996-1 Trust and the Bank of New York, as collateral agent and custodian for NYCTL 1996-1 Trust decided to set a sale date on a 2005 case regarding old tax liens on the property. The Debtor has attached an actual copy of the Amended Complaint filed against the City of New York which speaks for itself. The amount of potential damages has previously been disclosed by the expert report attached to the Disclosure Statement. The Debtor has prepared, based upon the Schedules and Proof of Claims filed through April 10, 2019, a spreadsheet that shows current claims that may be allowed against the Estate. Other claims may be allowed should they be filed along with an appropriate Motion to Allow Late Filed Claim and the Court grants such Motion. A full-text copy of the Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/yyhgrcnh from PacerMonitor.com at no charge. Counsel for Debtor is Jason A. Burgess, Esq., in Atlantic Beach, Florida. About 5200 Enterprises Limited 5200 Enterprises Limited is the fee simple owner of a real property located at 5200-5202 1st Avenue, Brooklyn, New York 11232, having a tax records valuation of $6.43 million. 5200 Enterprises Limited, based in Jacksonville, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-01646) on May 16, 2018. In the petition signed by John A. Luhrs, president, the Debtor disclosed $6.43 million in assets and $3.25 million in liabilities. The Hon. Jerry A. Funk presides over the case. Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC, serves as bankruptcy counsel. ACHAOGEN INC: Taps Kurtzman Carson as Claims Agent -------------------------------------------------- Achaogen, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kurtzman Carson Consultants LLC as its claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. Prior to its bankruptcy filing, the Debtor provided the firm a $35,000 retainer. Robert Jordan, managing director of Kurtzman, disclosed in court filings that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Jordan Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel: (310) 823-9000 About Achaogen Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10844) on April 25, 2019. The petition was signed by Blake Wise, chief executive officer. The case has been assigned to Judge Brendan Linehan Shannon. As of Jan. 31, 2019, the Debtor had estimated assets of $91,607,000 and liabilities of $119,956,000. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker, and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. AMERICAN PARKING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: American Parking System Inc. PO Box 192239 San Juan, PR 00902 Business Description: Headquartered in San Juan, Puerto Rico, American Parking System owns and manages parking lots. The Company previously sought bankruptcy protection on April 8, 2016 (Bankr. D. P.R. Case No. 16-02761). Chapter 11 Petition Date: April 24, 2019 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 19-02243 Debtor's Counsel: Alexis Fuentes-Hernandez, Esq. FUENTES LAW OFFICES, LLC PO Box 9022726 San Juan, PR 00902 Tel: (787) 722-5216 Fax: (787) 722-5206 Email: alex@fuentes-law.com Debtor's Financial Consultant: CPA LUIS R. CARRASQUILLO & CO., P.S.C. Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Miguel A. Cabral Veras, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/prb19-02243.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. AGA CPA's & Advisors Professional $30,000 801 International Pkwy Services Lake Mary, FL 32746 2. Calaf, Federico Professional $17,000 Calle Jose Martin #800 Services San Juan, PR 00907 3. CRIM Property Taxes $121,991 PO Box 195378 San Juan, PR 00919-5387 4. De Lage Landen Financial Lease Arrears $6,649 Services, Inc. Photocopier Attn: L Levin 1111 Old Eagle School Road Wayne, PA 09087 5. De Leon Perez, Marino Loans $21,000 Barrio Cambute, Calle San Andres #1 Carolina, PR 00985 6. Department of Justice of PR Rent Arrears $564,788 Oficina Estatal De Conservacion Historica P.O. Box 9023935 San Juan, PR 00902-3935 7. E Ramirez Associates, LLC Professional $8,500 P.O. Box 11741 Services San Juan, PR 00922 8. Garcia, Felix M. Loans $60,000 1348 Calle Oberta San Juan, PR 00908 9. Gonzalez, Esq. Osvaldo R. Professional $922,188 Calle 2 #32, Paseo Alto Services & San Juan, PR 00926-5917 Loans 10. Hospital Damas, Inc. Rent Arrears $105,000 2213 Ponce By Pass Ponce, PR 00717 11. Llovet-Diaz, Esq., Pedro A. Professional $8,000 Urb. Caribe 1581, Calle Services Cavalieri St. 1 San Juan, PR 00927 12. Metro Santurce, Inc. Arrears Lease $105,000 P.O. Box 195579 San Juan, PR 00919-5579 13. New Century Finance, Corp. Financing $18,142 P.O. Box 12011 Arrears San Juan, PR 00914 14. Pellot-Gonzalez Tax Professional $450,000 Attorneys & Counselors Services at Law, PSC Hato Rey Center 268 Ponce De Leon Ave. San Juan, PR 00918 15. Piriz Ravel, Gelcy Z. Employment $6,333 Calle Jardin Don Juan 466, Lawsuit Jardines Del Mediterraneo Toa Alta, PR 00953 16. PPG Architectural Co. Professional $3,252 630 Calle Feria Services Carolina, PR 00987 17. PR Department of Labor Employee $66,234 P.O. Box 195540 Claims San Juan, PR 00918-5540 18. San Francisco Health Rent Arrears $26,320 System, Inc. Hospital San Francisco P.O. Box 29025 San Juan, PR 00929-0025 19. Shred-It USA, LLC Professional $4,797 P.O. Box 364527 Services San Juan, PR 00936-4527 20. Universal Finance, Inc. Finance $14,448 P.O. Box 70380 Charges San Juan, PR 00936-8380 AMERICAN TECHNICAL: Court Denies Bid to Extend Exclusivity Period ----------------------------------------------------------------- A U.S. bankruptcy judge denied the motion of American Technical Services, Inc. to extend the period during which the company alone can file a Chapter 11 plan and solicit acceptances for the plan. In an order signed April 24, Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida agreed with creditor Ecker Capital, LLC that the request is "untimely." "The existing period expired on April 10, 2019, before the motion asking for an extension of that time period was even filed," Judge McEwen wrote in her decision. The order dealt only with American Technical's request to extend the exclusivity periods and Ecker's objection to the extension. The bankruptcy judge said she will enter a separate order on Ecker's motion to approve the disclosure statement detailing its proposed Chapter 11 plan for American Technical, and will rule on American Technical's objection to the motion in that order. In its objection, American Technical argued that the disclosure statement and the rival plan proposed by Ecker were not filed in good faith. "The acquisition of a relatively minor claim in an attempt to wrest control of the debtor from its principals is a further indication that Ecker is attempting to acquire the debtor for less than its fair market value, and to not compensate the debtor for the value added by the upgrading of its services during the pendency of the Chapter 11 case," the company said in court papers. About American Technical Services American Technical Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-08783) on Oct. 12, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Catherine Peek McEwen. The Debtor tapped Palm Harbor Law Group as its legal counsel. API HOLDINGS: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to API Holdings III Corp., and its 'B' issue-level and '3' recovery ratings to the company's first-lien credit facility consisting of a $50 million revolver and $245 million first-lien term loan. AEA Investors is acquiring API Technologies Corp. (the operating company) through API Holdings III Corp.. The acquisition will be financed from proceeds from a new $245 million first-lien term loan and $90 million second-lien term loan. The first-lien credit facility also includes a $50 million revolver to provide liquidity, which S&P expects to remain undrawn in the near term. The second-lien credit facility (which has already been placed and will not be rated) also includes a $50 million delayed-draw term loan. The company has no stated use for the delayed-draw term loan, and S&P expects it to remain undrawn. The stable outlook on API reflects S&P's expectation that the company's debt leverage, which will likely be near 10x in 2019 due to one-time transaction costs, will decrease significantly to 6.2x-6.6x in 2020. The rating agency expects credit ratios to continue to improve as earnings increase due to growth in revenues and reduced operating costs. Despite the expected improvements to operations, S&P does not believe the financial sponsor would allow debt leverage to remain below 5.0x for an extended period. "We could lower the rating on API if we do not believe debt to EBITDA will decline below 7.0x in 2020. This could be the result of poor operating performance, which might be caused by failure to recognize cost reductions, or significant debt-financed acquisitions or dividends," S&P said. "Although unlikely, we could raise the rating on API if debt to EBITDA declines below 5.0x for an extended period and we believe the company's private equity sponsor is committed to keeping it at this level. This could be the result of continued operational improvements that aid its cash inflows, and/or voluntary debt repayments," S&P said. APX GROUP: S&P Rates $250MM Senior Secured Notes 'B-' ----------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to APX Group Inc.'s (aka Vivint) $250 million proposed senior secured notes due in 2024. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. Vivint intends to use the proceeds to refinance a portion of its 8.75% senior unsecured notes due in 2020. "Our 'B-' issuer credit rating on Vivint reflects the company's narrow focus, limited geographic diversification, and elevated leverage while competing in the highly fragmented U.S. residential alarm monitoring industry. Our expectations include, among other things, company's substantial cash used as part of its customer acquisition strategy, leveraging its vast product variety in the growing smart home monitoring segment," S&P said. Partially offsetting these risks is the recurring revenue model coupled with strong subscriber growth trends, according to the rating agency. Ratings List APX Group Holdings Inc. (A/K/A Vivint) Issuer Credit Rating B-/Stable/-- New Rating APX Group Inc. Senior Secured US$250 mil Sr nts due 2024 B- Recovery Rating 3(55%) ASPEN VILLAGE: Affiliate Taps Marcus & Millichap as Broker ---------------------------------------------------------- Aspen Village at Lost Mountain Memory Care, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire a real estate broker. The Debtor proposes to employ Marcus & Millichap Real Estate Investment Services of Atlanta to market for sale its real property located at 60 Hillside Trace, Dallas, Ga. Marcus & Millichap will be paid a commission of 2.25 percent. Anthony Williams, a real estate agent employed with Marcus & Millichap, disclosed in court filings that he and other employees of the firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Anthony Williams Marcus & Millichap Real Estate Investment Services of Atlanta 1100 Abernathy Road, NE, Suite 600 Atlanta, GA 30328 Tel: 678-808-2700 About Aspen Village at Lost Mountain Aspen Village at Lost Mountain Assisted Living, LLC and Aspen Village at Lost Mountain Memory Care, LLC filed voluntary Chapter 11 petitions (Bankr. Case N.D. Ga. Nos. 19-40262 and 19-40263, respectively) on Feb. 5, 2019. Both operate assisted living facilities in Georgia. At the time of filing, both Debtors estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The cases are assigned to Judge Barbara Ellis-Monro. The Debtors tapped Leslie M. Pineyro, Esq., at Jones & Walden, LLC, as their legal counsel. ASPEN VILLAGE: Seeks to Hire Marcus & Millichap as Broker --------------------------------------------------------- Aspen Village at Lost Mountain Assisted Living, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire a real estate broker. The Debtor proposes to employ Marcus & Millichap Real Estate Investment Services of Atlanta to market for sale its real property located at 135 Hillside Trace, Dallas, Ga. Marcus & Millichap will be paid a commission of 2.25 percent. Anthony Williams, a real estate agent employed with Marcus & Millichap, disclosed in court filings that he and other employees of the firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Anthony Williams Marcus & Millichap Real Estate Investment Services of Atlanta 1100 Abernathy Road, NE, Suite 600 Atlanta, GA 30328 Tel: 678-808-2700 About Aspen Village at Lost Mountain Aspen Village at Lost Mountain Assisted Living, LLC and Aspen Village at Lost Mountain Memory Care, LLC filed voluntary Chapter 11 petitions (Bankr. Case N.D. Ga. Nos. 19-40262 and 19-40263, respectively) on Feb. 5, 2019. Both operate assisted living facilities in Georgia. At the time of filing, both Debtors had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The cases have been assigned to Judge Barbara Ellis-Monro. The Debtors tapped Leslie M. Pineyro, Esq., at Jones & Walden, LLC, as their legal counsel. BAILEY'S EXPRESS: Plan Admin Taps Adrienne Woods as Counsel ----------------------------------------------------------- David Allen, the plan administrator appointed for Bailey's Express Inc.'s bankruptcy estate, seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire The Law Offices of Adrienne Woods, P.C. to collect a $30,012 judgment from Northern Trucking & Logistics, LLC. The court on March 13 entered default judgment in favor of Mr. Allen after Northern Trucking failed to defend the complaint filed by the plan administrator. The complaint sought to recover preferential payments made by the Debtor to Northern Trucking. Adrienne Woods will receive 45% of the amount collected on the judgment. The firm will also receive reimbursement for work-related expenses, which include filing fees. The expenses are not expected to exceed $1,000. The firm neither holds nor represents any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Adrienne Woods can be reached through: Adrienne Woods, Esq. One Penn Plaza, Suite 6153 New York, NY 10119 Phone: +1 917-447-4321 About Bailey's Express Inc. Headquartered in Middletown, Connecticut, Bailey's Express -- http://www.baileysxpress.com/-- is a Connecticut-based less than truckload carrier. It provides service across the nation and is dedicated in helping Connecticut, Massachusetts and Rhode Island companies market their products throughout the U.S. including Hawaii and Alaska. It has distribution points in Charlotte, Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville, Memphis, Neenah, Phoenix, Salt Lake City and Toledo. It also provides service to Mexico, Puerto Rico & Canada. Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by David Allen, chief financial officer. Judge Ann M. Nevins oversees the case. Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at Pullman & Comley, LLC, serve as the Debtor's bankruptcy counsel. No creditors' committee has been appointed in the case. On January 12, 2018, the court confirmed the Debtor's Chapter 11 plan of liquidation. Pursuant to the plan, David Allen was deemed the plan administrator for the Debtor's estate. BEYDA ADULT: Seeks to Hire Van Horn Law Group as Counsel -------------------------------------------------------- The Beyda Adult Day Care Center, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Van Horn Law Group, Inc. as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code; represent the Debtor in negotiation with its creditors in the preparation of a bankruptcy plan; and provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Chad Van Horn, Esq. $450 John Schank, Esq. $350 Associates $350 Jay Molluso $300 Law Clerks $175 Paralegals $175 Van Horn Law Group has requested an initial retainer of $10,000, plus the filing fee of $1,717. Chad Van Horn, Esq., at Van Horn Law Group, disclosed in court filings that he and his firm do not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Chad T. Van Horn, Esq. Van Horn Law Group, Inc. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Phone: (954) 765-3166 Email: Chad@cvhlawgroup.com About Beyda Adult Day Care Center The Beyda Adult Day Care Center, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14809) on April 12, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. The case has been assigned to Judge Raymond B. Ray. CABLE ONE: Moody's Lowers Ratings on 1st Lien Loans B1/B2 to 'Ba3' ------------------------------------------------------------------ Moody's Investors Service downgraded Cable One, Inc.'s Senior Secured Bank Credit Facility to Ba3, from Ba2. Moody's also downgraded the Company's Probability of Default Rating to B1-PD from Ba3-PD due to the change in the Company's capital structure to a fully secured capital structure. Moody's assigned a Ba3 rating to the new 5-year, $1.050 billion Senior Secured Credit Facility consisting of a $450 million Senior Secured Delayed Draw Term Loan A (due 2024), a new $250 million Senior Secured Term Loan A facility (due 2024), and a new $350 million Revolving Credit Facility (due 2024), which was upsized by $150 million. Moody's also assigned a Ba3 to a new 7-year, $325 million Term Loan B-3 (due 2026). The proceeds of the transaction will be used to repay its existing Term Loan A (with $238 million outstanding) and redeem its outstanding 5.75%, $450 million Senior Unsecured Notes (due 2022) on or after June 15, 2019 when the call premium steps down, fund the Company's pending acquisition of Fidelity Communications Co.'s data, video and voice business and certain related assets, and for general corporate purposes. Moody's will withdraw the ratings on the existing Revolving Credit Facility, Term Loan A, and Senior Unsecured Notes upon completion of the refinancing transaction. Moody's affirmed the Ba3 Corporate Family Rating (CFR). The Outlook is Stable and liquidity remains very good at SGL-1. The transaction is credit negative. While the average borrowing costs will be lower, the refinancing collapses the capital structure to one class of secured debt eliminating the mixed priority of claims and support previously provided by the unsecured notes. As a result, the Senior Secured obligations were downgraded one notch, in line with the CFR. Additionally, the protections for the secured lenders have been weakened by amendments to the terms of the new financing which slows the rate of debt repayment and loosens certain covenants including the financial maintenance test, debt incurrence limits, and the restricted payments baskets. The refinancing also adds approximately $300 million in incremental debt, assuming the Company fully draws on the delayed Term Loan A at the close of the Fidelity acquisition scheduled during the fourth quarter of 2019, subject to regulatory approvals and other customary closing conditions. Moody's estimates 2018 pro forma leverage (Moody's adjusted), with run-rate EBITDA for acquisitions, would be near 3.25x (or .75x higher). This transaction, the third in the last several years, underscores the event risk related to the Company's appetite for debt-financed acquisitions. Affirmations: Issuer: Cable One, Inc. Corporate Family Rating, Affirmed Ba3 Downgrades: Issuer: Cable One, Inc. Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Senior Secured 1st lien Term Loan B1, Downgraded to Ba3 (LGD3) from Ba2 (LGD3) Senior Secured 1st lien Term Loan B2, Downgraded to Ba3 (LGD3) from Ba2 (LGD3) Assignments: Issuer: Cable One, Inc. Senior Secured Term Loan A, Assigned Ba3 (LGD3) Senior Secured 1st lien Delayed Draw Term Loan B3, Assigned Ba3 (LGD3) Senior Secured Delayed Draw Term Loan A, Assigned Ba3 (LGD3) Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD3) Outlook Actions: Issuer: Cable One, Inc. Outlook, Remains Stable RATINGS RATIONALE Cable One, Inc.'s Ba3 Corporate Family Rating reflects the Company's strong balance sheet and good liquidity, even after recent acquisitions. Cable One's key credit metrics are investment grade strength. The company also benefits from a wide footprint, superior network speeds, a favorable competitive environment, and a very profitable business model that produces EBITDA margins approaching 50%. Constraining the rating is the Company's weak, and declining video (and voice) services. Moody's expects continual decline in the video business with subscriber losses greater 10% annually, well above the average for the peer group. The service offering is subject to intense competition and is being harvested for cash and profits. The company's weakening market position in video is reflected in below average operating performance metrics including penetration rates, and earnings per home passed. In addition, the Company's broadband-centric strategy is significantly reducing the number of triple and double play customers, eliminating bundling opportunities, increasing product concentration and regulatory risks as the company moves closer to a singular broadband-only business. OUTLOOK The stable outlook reflects its expectation that debt and revenue will average approximately $1.8 billion and $1.3, respectively, over the next 12-18 months. On the same basis, Moody's projects EBITDA near $630 million, and free cash flow of $225 million. Moody's expects CAPEX will be near 20% of revenue, leverage under 3x, and interest coverage will approach 5x. Free cash flow to debt will be in the mid-teens percent range. Key operating assumptions include organic broadband subscriber growth in the low single digit percent range, and video subscriber losses of greater than -10%. It expects Cable One to maintain very good liquidity (SGL-1), with financial policies that remain balanced. WHAT COULD LEAD TO AN UPGRADE Moody's could consider an upgrade if leverage remained comfortably below 3.0x (Moody's adjusted debt/EBITDA). An upgrade would also be conditional on a significant decline in video subscriber losses relative to broadband gains, and favorable changes in one or more key credit factors including but not limited to liquidity, scale and diversity, financial policies, market position, capital structure, business model or key performance measures. WHAT COULD LEAD TO A DOWNGRADE Ratings could be downgraded if leverage (Moody's adjusted debt/EBITDA) is sustained above 4.0x. Moody's would also consider a negative rating action if the credit profile deteriorated due a an unfavorable change in one or more factors including but not limited to liquidity, scale and diversity, financial policies, market position, capital structure, business model or key performance measures. PROFILE Headquartered in Phoenix, AZ, Cable One, Inc. offers traditional and advanced video services including digital television, video-on-demand, high-definition television, as well as high-speed Internet access and phone service. The Company passes 2.1 million homes, in 21 states across the West, Mid-West, and South (including Arizona, Idaho, Illinois, Mississippi, Missouri, Oklahoma, and Texas), serving approximately 804.9 thousand residential and commercial customers. Revenue for the year ended 2018 was approximately $1.1 billion. On November 12, 2018, Cable One announced the acquisition of Clearwave Communications, a broadband internet provider with a high-capacity fiber network with dense regional coverage in Southern Illinois. Clearwave has more than 2,400 route miles of dense metro fiber infrastructure connecting approximately 2,700 on-net businesses, towers and data centers. On April 1, 2019, Cable One announced the acquisition of Fidelity Communications Co and its data, video and voice business and other related assets, located in Sullivan Missouri, for $525.9 million in cash. Fidelity serves Arkansas, Illinois, Louisiana, Missouri, Oklahoma, and Texas and passes approximately 190,000 homes and has approximately 114,000 residential primary service units and 20,000 business PSUs. Fidelity has 5,100 network plant miles and over 1,600 fiber route miles. The transaction is subject to certain regulatory approvals and other customer closing conditions, and is scheduled to close during the fourth quarter of 2019. CADIZ INC: TRF Master Intends to Nominate Five Directors -------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Cadiz Inc. as of April 19, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------------ Water Asset Management, LLC 3,258,219 12.8% TRF Master Fund (Cayman) LP 3,258,219 12.8% Anthony L. Arnerich 39,300 Less Than 1% John A. Bohn 893 Less Than 1% Jeffrey J. Brown 3,718 Less Than 1% The percentages are based upon a total of 25,454,266 shares of Common Stock outstanding as of March 7, 2019, as reported in the Issuer's Annual Report on Form 10-K for the year ended Dec. 31, 2018, filed with the SEC on March 18, 2019. Water Asset Management and TRF Master Fund used approximately $30,000,320 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock reported as beneficially owned by them in this Schedule 13D. Funds for the purchase of the shares of Common Stock as beneficially owned by the WAM Parties were derived from the working capital of the funds and accounts under Water Asset Management's management. The shares of Common Stock beneficially owned by Mr. Arnerich were purchased with his personal funds in open market purchases. The aggregate purchase price of the shares of Common Stock beneficially owned by Mr. Arnerich is approximately $328,757, including brokerage commissions. Of the 893 shares of Common Stock beneficially owned by Mr. Bohn, 500 shares of Common Stock were purchased with his personal funds in open market purchases for approximately $5,230, excluding brokerage commissions, and 393 shares of Common Stock were allocated to him for his services rendered as a director of the Issuer. All 3,718 shares of Common Stock beneficially owned by Mr. Brown were allocated to him for his services rendered as a director of the Issuer, with 3,325 of the shares of Common Stock being allocated, at his election, in lieu of cash compensation for those services. On April 19, 2019, TRF Master Fund submitted to the Issuer a notice of its intent to present a proposal and nominate candidates for election as directors at the Issuer's 2019 annual meeting of the stockholders. The Notice stated TRF Master Fund's intention to nominate five nominees-Anthony L. Arnerich, Alan L. Boyce, and Scott D. Krase along with current directors of the Issuer John A. Bohn and Jeffrey J. Brown for election as directors at the Annual Meeting. TRF Master Fund has nominated directors Bohn and Brown in case the Issuer should fail to: (a) nominate one or both of them; or (b) include one or both of them in the Issuer's proxy statement and form of proxy card. In addition, TRF Master Fund notified the Issuer in the Notice that it intends to present a stockholder proposal at the Annual Meeting to amend the Issuer's bylaws to clarify the advance notice bylaw provision. A full-text copy of the regulatory filing is available for free at: https://is.gd/chVFGU About Cadiz Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a land and water resource development company with 45,000 acres of land in three areas of eastern San Bernardino County, California. Virtually all of this land is underlain by high-quality, naturally recharging groundwater resources, and is situated in proximity to the Colorado River and the Colorado River Aqueduct, California's primary mode of water transportation for imports from the Colorado River into the State. The Company's properties are suitable for various uses, including large-scale agricultural development, groundwater storage and water supply projects. The Company's main objective is to realize the highest and best use of its land and water resources in an environmentally responsible way. Cadiz Inc. reported a net loss and comprehensive loss of $26.27 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $33.86 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Cadiz had $69.30 million in total assets, $155.54 million in total liabilities, and a total stockholders' deficit of $86.24 million. CASTILLO I PARTNERSHIP: Unsecureds to Get Payment in 5 Years ------------------------------------------------------------- Castillo I Partnership, a California General Partnership, filed a Chapter 11 plan and accompanying disclosure statement proposing that general unsecured claims, classified in Class 11, are impaired with total unsecured claims are $392,500 to $592,500. To the extent allowed, unsecured claims will be paid, within 5 years of the Effective Date their pro rata share of the net assets of the Debtor as of the Effective Date. Net estate assets are estimated to be approximately $147,675. The plan will be funded by the following: Rental income and/or contributions from Debtor's partners. The hearing on the Disclosure Statement on May 15, 2019 at 10:00 a.m. in 302 of the Hon. Maureen Tighe 21041 Burbank Blvd. Woodland Hills, CA 91367. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y6jay2bx from PacerMonitor.com at no charge. Attorney for the Debtor is Mark E. Goodfriend, Esq., at Law Offices of Mark E. Goodfriend, in Encino, California. About Castillo I Partnership Castillo I Partnership is a privately held partnership in Van Nuys, California. A sister company, M.N.E. Funding, Inc., sought bankruptcy protection on Sept. 10, 2017 (Bankr. C.D. Cal. Case No. 17-12420). Castillo I Partnership, based in Van Nuys, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-13341) on Dec. 18, 2017. In its petition signed by Ahron Zilberstein, general partner, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Martin R. Barash presides over the case. Mark E. Goodfriend, Esq., at the Law Offices of Mark E. Goodfriend, serves as bankruptcy counsel to the Debtor. COCRYSTAL PHARMA: Registers 1.7-Mil. Shares for Possible Resale --------------------------------------------------------------- Cocrystal Pharma, Inc. has filed with the Securities and Exchange Commission a Form S-3 registration statement relating to the possible resale by certain selling stockholders of up to 1,686,494 shares of the Company's common stock, par value $0.001 per share which includes (i) 1,602,283 shares of common stock issued in a private placement transaction, which closed on March 13, 2019 and (ii) 84,211 shares of common stock issuable upon exercise of warrants issued on May 3, 2018. The Company registered these shares of common stock (including the Warrant Shares) on behalf of these Selling Stockholders, to be offered and sold by them from time to time: * Connective Capital I QP LP * LSP Life Sciences Fund N.V. * Wasatch Micro Cap Value Fund * Wasatch Ultra Growth Fund * A.G.P./Alliance Global Partners * Carmelo Cataudella * David Birenbaum * David Bocchi * Harry Ioannou * James Tang * Zachary Grodko * Zachary Hirsch The Company is not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholders. However, the Company may receive proceeds from the cash exercise of the Warrants, which, if all Warrants are exercised, would result in gross proceeds to the Company of approximately $176,000. The Company is registering the offer and sale of the shares of its common stock pursuant to certain registration rights granted to the Selling Stockholders. The registration of these shares does not necessarily mean that any of the shares will be offered or sold by the Selling Stockholders. The timing and amount of any sale is within the sole discretion of each Selling Stockholder. The Selling Stockholders will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the shares of common stock. The Company has agreed to pay certain expenses in connection with this registration statement and to indemnify the Selling Stockholders against certain liabilities. To the Company's knowledge, as of April 25, 2019, no underwriter or other person has been engaged to facilitate the sale of shares of common stock in this offering. The Company's common stock is traded on The Nasdaq Capital Market under the symbol "COCP." On April 24, 2019, the last reported sales price of the Company's common stock was $2.67 per share. A full-text copy of the prospectus is available for free at: https://is.gd/XTJiVQ About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a clinical stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication machinery of hepatitis viruses, influenza viruses, and noroviruses. The company is headquartered in Tucker, Georgia. Cocrystal Pharma incurred a net loss of $49.05 million in 2018, following a net loss of $613,000 in 2017. As of Dec. 31, 2018, Cocrystal Pharma had $68.56 million in total assets, $1.67 million in total liabilities, and $66.88 million in total stockholders' equity. BDO USA, LLP, in Miami, Florida, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. COLLEEN & TOM: Seeks to Extend Exclusive Filing Period to Sept. 30 ------------------------------------------------------------------ Colleen & Tom Enterprises, Inc. asked the U.S. Bankruptcy Court for the District of Nevada to extend the period during which it has the exclusive right to file a Chapter 11 reorganization plan through Sept. 30, and to confirm the plan through Dec. 31. The company's current exclusive filing period is set to expire on April 27. The company said it needs more time to prepare a plan and disclosure statement, adding that it has not yet determined how much money will be available to pay its creditors due to uncertainty as to whether the court will allow its inventory to be sold at auction. About Colleen & Tom Enterprises Colleen & Tom Enterprises, Inc. -- http://cccfurnishings.com/-- offers new and gently used home furnishing products. Colleen & Tom Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-16462) on Oct. 29, 2018. In the petition signed by Colleen Aiken, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Laurel E. Babero oversees the case. The Debtor tapped Leavitt Legal Services, P.C. as its legal counsel, and Barlow Douglas and Hall, CPAs as its accountant. CONCRETE PUMPING: S&P Affirms 'B' Rating on $397MM Term Loan ------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issue-level rating on Concrete Pumping Holdings Inc.'s $397 million first-lien term loan (which includes a $40 million incremental term loan) due 2025 and revised its recovery rating on the loan to '3' from '4'. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. The improvement in the recovery prospects for the term loan lenders reflect the additional EBITDA contribution from the company's pending acquisition of Capital Pumping, the second largest concrete pumping provider in the U.S. (behind Concrete Pumping Holdings Inc.). The recovery rating also benefits from the conservative financing structure for the acquisition as Concrete Pumping will finance close to 70% of the $135 million purchase price (including transaction fees and expenses) with common equity and the remaining $40 million with an incremental delayed draw term loan. Including the Capital Pumping transaction, S&P expects the company's debt leverage to fall below 6.5x in the 12 months following the close of the acquisition. The $40 million incremental term loan is subject to the successful completion of the Capital Pumping acquisition, which it expects in the company's third quarter of fiscal 2019. S&P's 'B' issuer credit rating and stable outlook on Concrete Pumping Holdings Acquisition Corp. remain unchanged. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario envisions the company defaulting in 2022 following an economic downturn and a significant deterioration in its revenue and profits due to a substantial decline in non-residential construction activity in the U.S. -- S&P values the company on a going-concern basis using a 4.5x multiple on the rating agency's projected emergence EBITDA of about $56 million. Simulated default assumptions: -- The asset-based lending (ABL) revolving credit facility is 60% drawn at default. -- All debt amounts include six months of prepetition interest. Simplified waterfall: -- Gross recovery value: $253 million -- Net recovery value after administrative expenses (5%): $240 million -- Valuation split (obligors/nonobligors): 80%/20% -- Estimated priority ABL facility claims: $37 million -- Collateral value for first-lien term loan lenders: $186 million -- First-lien secured debt claims: $353 million -- Recovery expectations: 50%-70% (rounded estimate: 55%) Ratings List Concrete Pumping Holdings Acquisition Corp. Issuer Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Revised To From Concrete Pumping Holdings, Inc. Concrete Pumping Merger Sub Inc. Senior Secured B B Recovery Rating 3(55%) 4(45%) CONFLUENCE ENERGY: Chelemedo Buying Kremmling Property for $800K ---------------------------------------------------------------- Confluence Energy, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of the real property and improvements located thereat which constitute the manufacturing plant located at 1809 Highway 9, Kremmling, Colorado, to Don Chelemedo for $800,000. The Debtor owns the Real Property. The Debtor, pursuant to Order of the Court, retained Pinnacle Real Estate Advisors to market the Real Property. The Real Property and Personal Property are subject to two secured claims. The first is the held by US Bank, National Association, in its capacity as bond trustee in the amount of not less than $12 million. The Real Property and Personal Property is further secured by a statutory lien for taxes in favor of the Grand County Treasurer. The Grand County Treasurer has filed two Proofs of Claim in the Bankruptcy Case asserting a lien upon the Debtor's real and personal property located in Grand County. The two Proofs of Claim assert Claims in the cumulative amount of $151,771 for person and real property taxes for tax years 2017 and 2018. The first ProofofClaim asserts a Secured Claim in the amount of$53,493. The second Proofof Claim asserts a Secured Claim in the amount of $98,278. A comparison of the first Proof of Claim as compared to the Second Proof of Claim appears to indicate that the Claim asserted in the first Proof Claim is duplicated in the second Proof of Claim. The Debtor does not dispute the Grand County Claims for real property taxes nor the personal property taxes for 2017. It disputes the assessed 2018 personal property tax in the amount of$27,371 as the Debtor did not operate in Grand County in 2018. The Debtor and the Buyer have entered into a Contract to Buy and Sell Real Estate (Commercial), subject to Court approval. The principal terms of the Sale Agreement are: a. The purchase price for the Residence is $800,000, free and clear of all liens, claims and encumbrances, with all liens, claims and encumbrances will attach to the proceeds of the sale in the order of their priorities. b. The Purchase Price will be paid through an earnest money payment of $20,000, with the balance paid in cash at the closing. c. There is no financing contingency. d. There are standard due diligence contingencies, with the time frames running in accordance with the deadlines in the Sale Agreement. e. The Sale Agreement is for the purchase of the Real Property and the Personal Property. f. The Sale Agreement is subject to Bankruptcy Court approval. g. The Buyer may assign the Sale Agreement to another entity controlled by the Buyer at his discretion, subject to the Debtor's permission. h. The Buyer and Debtor will each pay one half of the closing costs. It is anticipated that the Buyer will be transferring the Sale Agreement to a newly formed entity to run a business out of the Real Property. The Buyer's business will be in a different business line than the Debtor and therefore will not compete with the Debtor's Walden plant operations. One or more of the following insiders of the Debtor will have a minority ownership interest in the Buyer's new business venture: Bruce Anderson, Adam Poe, Charley Kurtz, and/or Mark Mathis. Accordingly, the Sale Agreement contemplates an Operating Agreement in which one or more of these insiders will be members will be entered into prior to a closing. The Debtor asks authorization to utilize the proceeds from the sale of the Real Property and Personal Property to pay the following: a. Closing and related costs associated with the sale; b. Real estate broker fees of 6% of the Purchase Price; c. Create a reserve in the full amount of Grand County's asserted claim, which will be paid upon resolution of the dispute over Grand County's claim. d. The balance, to the extent needed, will be paid to the Bond Trustee to fully and finally pay the outstanding balance on the DIP loan. e. Any remaining amounts will be held in an escrow account, separate from any operating account of the Debtor, for distribution under a plan of reorganization to be confirmed by the Debtor or as otherwise ordered by the Court. The sale of the Real Property and Personal Property will maximize the return for the Debtor's creditors. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Confluence_Energy_122_Sales.pdf About Confluence Energy Confluence Energy, LLC, manufactures wood pellet for residential and commercial heating use. Founded in 2008, the company provides multiple types of products using biomass materials for a variety of purposes. It is headquartered in Kremmling, Colorado. Confluence Energy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-17090) on Aug. 14, 2018. In the petition signed by Mark Mathis, managing member, the Debtor disclosed $11,204,345 in assets and $14,949,092 in liabilities. Judge Elizabeth E. Brown oversees the case. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CONSIS INTERNATIONAL: May 15 Hearing on Disclosure Statement ------------------------------------------------------------ The hearing to consider approval of the Disclosure Statement explaining Consis International LLC's plan of reorganization will be on May 15, 2019 at 10:30 a.m. United States Bankruptcy Court 299 E. Broward Boulevard, #301 Ft. Lauderdale, FL 33301. The deadline for objections to Disclosure Statement will be on May 8. Class 3 consists of the allowed general unsecured claims including Claims filed and numbered #1 ,# 3, #4, #9 and #12 and the others not listed as either disputed, contingent or unliquidated in Debtor's Schedule F. This class shall receive 93%. This class is impaired by the Plan and its members are entitled to vote. The Debtor will the Plan with funds collected from its accounts receivables, cash in hand and funds received from its continued operations. The Debtor will set aside sufficient funds for amounts due pursuant to the plan as of the Effective Date. The Administrative Claims not paid in full on the Effective Date will be paid in installments after the Effective Date. A full-text copy of the Disclosure Statement dated March 4, 2019, is available at http://tinyurl.com/y2zbjh2cfrom PacerMonitor.com at no charge. About Consis International Consis International LLC -- https://www.consisint.com/ -- provides computer systems design and related services. It was founded in August 1987 in Caracas, Venezuela. Consis International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-22233) on Oct. 2, 2018. In the petition signed by Oscar Carrera, manager, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge John K. Olson presides over the case. Weiss Serota Helfman Cole & Bierman, P.L., is the Debtor's legal counsel. CORNERSTAR WINE: Taps Kutner Brinen as Legal Counsel ---------------------------------------------------- Cornerstar Wine & Liquor LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen, P.C. as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Lee Kutner $550 Jeffrey Brinen $475 Jenny Fujii $380 Keri Riley $320 Maureen Gerardo $200 Paralegal $75 Kutner Brinen holds a pre-bankruptcy retainer for payment of post-petition fees and costs in the amount of $1,818.58. The Debtor paid the firm its pre-bankruptcy fees and costs including the filing fee in the amount of $2,253. Lee Kutner, Esq., at Kutner Brinen, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lee M. Kutner, Esq. Kutner Brinen, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 Email: lmk@kutnerlaw.com About Cornerstar Wine & Liquor Cornerstar Wine & Liquor LLC is a distributor of wines, liquors and beers based in Aurora, Colo. Cornerstar Wine & Liquor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-12135) on March 22, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Elizabeth E. Brown. DENNIS JOHNSON II: Trustee Taps Rolston & Company as Appraiser -------------------------------------------------------------- Thomas Fluharty, Chapter 11 trustee for the bankruptcy estates of Dennis Ray Johnson II and Sabbatical Inc., received approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Rolston & Company. The firm will conduct an appraisal of certain real properties that are the subject of a fraudulent conveyance action filed by the trustee. Darrell Rolston, an appraiser employed with Rolston & Company, has agreed to provide appraisal services at the rate of $250 per hour. He will charge $350 per hour for time spent on deposition and court testimony. Mr. Rolston neither holds nor represents any interest adverse to the Debtors, according to court filings. About Dennis Ray Johnson Dennis Ray Johnson, II, filed a Chapter 11 petition (Bankr. S.D. W.Va. Case No. 16-30227) on May 9, 2016, and was represented by Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC. In January 2017, Mr. Johnson tapped Lewis Glasser Casey & Rollins PLLC as new counsel. Mr. Johnson is a businessman with ownership interests in at least 10 entities. He operates various rental real estate entities and coal associated operations. Mr. Johnson is a member of each of the following debtor companies -- Appalachian Mining and Reclamation, LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing, LLC, Green Coal, LLC, Joint Venture Development, LLC, Little Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc., Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services, LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC -- and has filed a motion asking the Bankruptcy Court to jointly administer the bankruptcy cases. Mr. Johnson is also a guarantor of the debt for most of the companies. On May 18, 2016, Sabbatical, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Southern District of West Virginia (Case No. 16-30247). At the time of the filing, the Debtor had estimated assets and liabilities of between $1 million and $10 million. On March 24, 2017, the court ordered that Sabbatical's bankruptcy case be jointly administered with the case of Mr. Johnson. Mr. Johnson operated as a debtor-in-possession until Thomas Fluharty was appointed Chapter 11 trustee on November 7, 2016. The trustee is represented by Joe M. Supple, Esq., at Supple Law Office PLLC. DRY EYE: Unsecured Creditors to Get $1,292 Monthly for 60 Months ---------------------------------------------------------------- Dry Eye Company, LLC, filed a combined disclosure statement and Chapter 11 plan of reorganization providing that allowed general unsecured creditors totaling $310,278 of which 25% of allowed claim, $77,569.65, will be distributed over 60 months, for a monthly payment of $1,292.83. FC Marketplace, LLC, filed a Proof of Claim herein for $113,227.50, as secured. The value of all assets at the time of filing was $54,337.24, and First Home Bank has a first position lien. Accordingly, this loan is wholly unsecured. This lien shall be stripped upon entry of an Order Confirming Plan. The Creditor shall have a general unsecured claim. Payments and distributions under the Plan will be funded through the ongoing operations of the Debtor. A full-text copy of the Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/y3f6vj43 from PacerMonitor.com at no charge. About Dry Eye Company The Dry Eye Company, LLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 18-12353), on June 14, 2018. In the petition signed by Rebecca E. Petris, managing member, the Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. The case has been assigned to Judge Christopher M. Alston. DSN INC: $582K Sale of Carthage Property to Castleburys Approved ---------------------------------------------------------------- Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the Central District of Illinois authorized DSN, Inc.'s sale of the 82 acres of the real estate commonly known as 775 N. County Road 2600, Carthage, Illinois, Part of NW & NE SW St Mary 4-5, to Elden and Mary Lea Castlebury, and Alan, Lisa and Brian Castlebury, for $582,200 ($7,100/acre). The sale is not free and clear of liens and encumbrances, which will be handled through the ordinary closing process. After payment of costs, including but not limited to the mortgage lien, other liens of record, real estate taxes, closing costs and real estate sales commissions, the Debtor does not expect to receive any proceeds from the sale because its payoff balance on the multiple cross-collateralized loans/mortgages is in excess of the sale price. About DSN, Inc. DSN, Inc., based in Plymouth, IL, filed a Chapter 11 petition (Bankr. D. Ill. Case No. 19-80320) on March 19, 2019. In the petition signed by Dennis Hellyer, president/manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Thomas L. Perkins oversees the case. B. Kip Shelby, Esq., at Rafool Bourne & Shelby, P.C., serves as bankruptcy counsel to the Debtor. EAST GRAND PREPARATORY, TX: S&P Alters Rev. Bond Outlook to Stable ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative on New Hope Cultural Education Finance Corp., Texas' series 2016A tax-exempt revenue bonds and series 2016B taxable revenue bonds, issued for Cityscape Schools Inc. d.b.a East Grand Preparatory Academy (EGP). At the same time, S&P affirmed its 'BB+' rating on the bonds. "The outlook revision reflects our view of EGP's stronger maximum annual debt service coverage following the implementation of management's plan to shore up operations and reserves following one-time expenses in fiscal 2017," said S&P Global Ratings credit analyst Brian Marshall. In light of EGP's material improvement in the school's full-accrual operating performance in fiscal years 2018 and 2019 (projected), and given EGP's historically positive financial margins, including fiscal 2017, S&P believes that the recent material improvement in maximum annual debt service coverage (MADS) coverage is more reflective of a stable outlook. "We assessed EGP's enterprise profile as adequate, characterized by healthy demand with a solid waitlist, good academics, and an experienced management team, which includes the recent hire of a full-time chief financial officer with Texas charter school experience. The enterprise profile is constrained by enrollment levels that, while growing, remain under 1,000 students. We assessed EGP's financial profile as vulnerable, characterized by a high debt burden and improved, but lower, liquidity than that of similarly rated peers," S&P said. The rating agency said its view of EGP's financial profile is tempered, in part, by the actions management has taken that resulted in significantly better MADS coverage in fiscal 2018 and improved liquidity coupled with the school's historically positive operating margins. S&P believes that, combined, these credit factors lead to an indicative stand-alone credit profile of 'bb'. "As our criteria indicate, the final rating can be adjusted above the indicative credit level due to a variety of overriding factors. In our opinion, the 'BB+' rating on EGP's bonds better reflects the school's favorable MADS coverage and healthy demand profile compared to that of peers and medians, aided by EGP's status as a school that has received multiple distinctions from the Texas Education Agency (TEA) in addition to meeting standards," S&P said. The 'BB+' rating reflects S&P'sview of the school's: -- Solid MADS coverage based on fiscal 2018 audited figures; -- Healthy enterprise profile supported by positive enrollment trends, in part due to the appeal of EGP's academic scores relative to that of the local market and proximity and participation in the economy of Dallas, a major metropolitan center; -- Experienced management team (which includes the relatively recent addition of a full-time in-house CFO about 16 months ago), with strong education backgrounds; and -- No additional debt plans in the near term. Partly offsetting the above strengths, in S&P's opinion, are: -- The school's high debt burden; -- Liquidity that, while improved, remains inconsistent with the rating level; officials are planning to continue building reserves over the outlook horizon; and -- Risk, as with all charter schools, that the school can be closed for nonperformance of its charter or for financial distress before final maturity of the bonds. The series 2016 A and B bonds are secured by pledged revenues, which are defined as all revenues or income derived from EGP, the charter school operated by Cityscape Schools pursuant to the loan agreement. "The stable outlook reflects our opinion of EGP's improved lease-adjusted MADS coverage relative to rating medians and peers. We expect that the school's demand profile will continue to reflect steady enrollment and good academics, appropriate for the rating level and support financial operating results commensurate with those of similarly rated peers," S&P said. The rating agency said it could consider a negative rating action should enrollment drop, MADS coverage materially weakens, or a sustained draw on liquidity results in lower cash reserves compared to that of similarly rated peers. "Conversely, while not likely within our outlook horizon, we could raise the rating following a sustained trend of maintaining MADS coverage and liquidity at levels more in line with higher rated credits," S&P said. EVEN STEVENS: Seeks to Hire ESBE Stategic as Consultant ------------------------------------------------------- Even Stevens Arizona, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire ESBE Stategic Partners, Inc. The firm will serve as management and financial consultant for Even Stevens and its affiliates in their Chapter 11 cases. The services to be provided by the firm include corporate operations, investor relations, capital formation and accounting services. ESBE will be paid a management fee of $35,000 per month. The Debtors disclosed in court filings that no conflict exists in hiring the consultant. About Even Stevens Arizona Even Stevens -- https://evenstevens.com/ -- is a craft-casual restaurant chain that specializes in sandwiches and salads. Even Stevens Arizona LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 19-03235) on March 21, 2019. At the time of the filing, the Debtors estimated assets and liabilities as follows: Estimated Assets Estimated Debt ---------------- -------------- Even Stevens Arizona $0 to $50,000 $10-mil. to $50-mil. Even Stevens Sandwiches $1-mil. to $10-mil. $1-mil. to $10-mil. Even Stevens Utah $0 to $50,000 $1-mil. to $10-mil. Even Stevens Idaho $0 to $50,000 $500,000 to $1-mil. The cases are assigned to Judge Daniel P. Collins. Davis Miles McGuire Gardner, PLLC is the Debtors' legal counsel. EW ACQUISITION: Case Summary Unsecured Creditor ----------------------------------------------- Debtor: EW Acquisition, LLC. 1801 Highway 35, North Wall, NJ 07719 Business Description: EW Acquisition is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)), that owns a vacant land located at 359 Princeton-Hightstown Road East Windsor, NJ 08512. Chapter 11 Petition Date: April 24, 2019 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 19-18271 Judge: Hon. Michael B. Kaplan Debtor's Counsel: Eugene D. Roth, Esq. LAW OFFICE OF EUGENE D. ROTH Valley Pk. East 2520 Hwy 35, Suite 307 Manasquan, NJ 08736 Tel: (732) 292-9288 Fax: (732) 292-9303 E-mail: erothesq@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ronak Shah, managing member. The Debtor lists Kishan Kansagra as its sole unsecured creditor holding a claim of $1.2 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-18271.pdf EXCO RESOURCES: May 3 Hearing on Disclosure Statement Approval -------------------------------------------------------------- The Bankruptcy Court will convene a hearing on May 3, 2019, at 3:00 p.m., prevailing Central Time, to consider approval of the second amended disclosure statement explaining the third amended settlement Chapter 11 plan of Exco Resources, Inc., and its debtor affiliates. April 30, 2019, at 12:00 p.m., prevailing Central Time, will be the deadline by which objections to the Disclosure Statement must be filed with the Court. Service shall be completed upon filing. Under the Third Amended Plan, holders of Allowed Convenience Claims will receive their Pro Rata share of $1.1 million in Cash; provided that, no Holder of an Allowed Convenience Claim shall receive a distribution in excess of 20% of such Allowed Convenience Claim. The prior Plan proposed a 25% recovery for holders of Allowed Convenience Claims. On the Effective Date, the Debtors will enter into the Exit RBL Facility, with an initial borrowing base of $375 million with approximately $250 million million drawn on the Effective Date. Pursuant to the Amended Plan, all potential claims and Causes of Action against the Insureds and the Settling Lenders will be settled, and the Unsecured Claims Distribution Trust will prosecute the Secured Claim Challenges against non-settling Holders of 1.5 Lien Notes Claims, 1.75 Lien Facilities Claims, and parties related thereto. A full-text copy of the Second Amended Disclosure Statement dated April 17, 2019, is available at https://tinyurl.com/yyjvl7dl from PacerMonitor.com at no charge. A full-text copy of the Second Amended Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/y5c3fyxd from PacerMonitor.com at no charge. Counsel for the Debtors are Christopher T. Greco, P.C., Esq., at Kirkland & Ellis LLP, in New York; Patrick J. Nash, Jr., P.C., Esq., and Alexandra Schwarzman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Marcus A. Helt, Esq., and Michael K. Riordan, Esq., at Foley & Lardner LLP, in Houston, Texas. About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas, with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, Texas. EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15, 2018. EXCO disclosed total assets of $829.1 million and total debt of $1.355 billion as of Sept. 30, 2017. The Debtors' cases have been assigned to the Honorable Marvin Isgur. The Debtors tapped Gardere Wynee Sewell LLP, and Kirkland & Ellis LLP, as bankruptcy counsel; PJT Partners LP as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee is represented by lawyers at Jackson Walker LLP and Brown Rudnick LLP. Intrepid Partners LLC and Jefferies LLC serve as the committee's investment bankers. FIRSTENERGY SOLUTIONS: Disclosure Statement Hearing Set for May 20 ------------------------------------------------------------------ The Hon. Alan M. Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio scheduled a hearing on 9:30 a.m. (prevailing Eastern Time) on May 20, 2019, at the John F. Seilberling Federal Building and U.S. Courthouse, 260 U.S. Courthouse, 2 South Main Street in Akron, Ohio, to consider approval of the adequacy of the disclosure statement explaining the fourth amended joint Chapter 11 plan of reorganization of FirstEnergy Solutions Corporation and its debtor-affiliates. Objections to the approval of the Debtors' disclosure statement, if any, must be filed no later than 4:00 p.m. (prevailing Eastern Time) on May 16, 2019. The Court held the first day of hearings on the Motion on March 19, 2019. Following that hearing, on March 21, 2019, the Court entered a scheduling order allowing parties to file supplemental briefs on the central legal issue raised in most of the eleven responses to the Motion to Approve the Disclosure Statement -- the legality of the proposed nonconsensual third-party releases that the Plan would impose. At the regularly scheduled omnibus hearing in this case on April 9, 2019, the Debtors made an oral motion pursuant to Bankruptcy Rule 8002(b)(1)(A) for the Court to make additional findings under Bankruptcy Rule 7052. The Court held that, "[d]ue to the breadth and ambiguity of the nonconsensual third-party releases proposed in Section VIII.E. of the Plan, the Court concludes that the Plan is patently unconfirmable under 11 U.S.C. Section 1123(b)(6), as that provision is applied in the Sixth Circuit pursuant to Class Five Nev. Claimants, et al. v. Dow Corning Corp. (In re Dow Corning Corp.), 280 F.3d 648 (6th Cir. 2002). Any solicitation of such Plan would be futile. Therefore, the Motion is denied." On April 18, the Debtors filed a Fourth Amended Chapter 11 Plan and accompanying disclosure statement, a redlined version of which is available at https://tinyurl.com/y4858w8g from PacerMonitor.com at no charge. As a result of the Court's rulings at a hearing held on April 4, 2019, FE Non-Debtor Parties have consented, subject to the Bankruptcy Court's approval of the Consent and Waiver to remove such nonconsensual FE third party releases from the Plan. The Debtors propose a July 15 hearing to consider confirmation of the Plan. 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. FLAMBEAUX GAS: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------- Dave W. Asbach, Acting United States Trustee for Region 5, objects to the adequacy of the amended disclosure statement explaining Flambeaux Gas & Electric Lights, L.L.C.'s amended Chapter 11 plan, complaining of the overbroad release and exculpatory language that is not permitted by the Fifth Circuit. The U.S. Trustee further complains the Amended Disclosure Statement, along with the Plan, contain injunction and exculpation provisions that are overbroad, prohibited non-debtor third party releases. About Flambeaux Gas & Electric Lights Flambeaux Gas & Electric Lights L.L.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 18-11979) on July 31, 2018, listing under $1 million in both assets and liabilities. Congeni Law Firm LLC, led by founding partner Leo D. Congeni, is the Debtor's bankruptcy counsel. FLAMBEAUX GAS: Unsecureds to Get Full Payment Over 27 Quarters --------------------------------------------------------------- Flambeaux Gas & Electric Lights, L.L.C., filed an amended Chapter 11 plan and accompanying amended disclosure statement disclosing that holders of General Unsecured Trade Claims, classified in Class 4, with a total claim of $65,941, will be paid the full amount of their Allowed Claim, with interest calculated at 5.75% per annum, over seven years, payable in equal quarterly installments, beginning on the first day of the first month of the first full calendar quarter immediately after the occurrence of the Effective Date, and continuing for 27 quarters thereafter. Payments under the Plan will be funded from the Quarterly Payments paid by the Debtor to the Disbursement Agent, the $20,000 received in exchange for settlement of the Avoidance Claims against the Insiders, and Cash on hand as of the Effective Date. A full-text copy of the Amended Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y6lmnokt from PacerMonitor.com at no charge. Counsel for the Debtor is Leo D. Congeni, Esq., at The Congeni Law Firm, LLC, in New Orleans, Louisiana. About Flambeaux Gas & Electric Lights Flambeaux Gas & Electric Lights L.L.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 18-11979) on July 31, 2018, listing under $1 million in both assets and liabilities. Congeni Law Firm LLC, led by founding partner Leo D. Congeni, is the Debtor's bankruptcy counsel. FRANKLIN ACQUISITIONS: Trustee Selling El Paso Property for $450K ----------------------------------------------------------------- Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property, commonly known as 932 Cherry Hill, El Paso, Texas, also known as Lots 35 & Por 36, Block 6, Coronado Country Club Estates, City of El Paso, Texas, including improvements, to Bohannon Development Corp. or assigns for $450,000. The bankruptcy estate owns the Real Property, a single-family residence with 5 bedrooms and 5.25 baths. The house contains 5,847 sq. ft. and was constructed in 1960. The Trustee as the Seller and the Buyer have entered into a Contract of Sale for the Property, subject to the Court's approval for $450,000. The El Paso County Appraisal District has valued the property at $765,420. The Debtor has scheduled the value of the property at $765,420. Following is information about the proposed sale: a. The name and address of the proposed Buyer or Lessee: Bohannon Development Corp. or assigns, c/o Harrell Davis, 4695 N. Mesa, El Paso, TX 79912 b. The proposed consideration to be received by the estate, including estimated costs of the sale or lease, including commissions, auctioneer's fees, costs of document preparation and recording and any other customary closing costs: - $450,000 sales price - 3% broker's commissions - $13,500 - The Seller shall also pay for a title policy, preparation of the deed and bill of sale, one-half of any escrow fee and costs to record any documents to cure title objections that Seller must cure. Additionally, taxes will be pro-rated. c. A description of the estimated or possible tax consequences to the estate, if known, and how any tax liability generated by the use, sale or lease of such property will be paid: Unknown A preliminary title search and review of the Schedules and proofs of claim filed in the case indicate the following liens, judgments, and other claims may exist against the Real Property: (i) unassessed ad valorem taxes owing to the City of El Paso for 2019; (ii) deed of trust lien in favor of Deutsche Bank with a payoff of $153,188 as of March 31, 2019; and (iii) judgment lien in favor of Laura Lynch. These liens will attach to the sale proceeds in the order of priority. The Trustee proposes to pay the lien of Deutsche Bank at closing. The property will be sold subject to the liens for 2019 ad valorem taxes. All liens, claims, interests and encumbrances will attach to the proceeds from the sale to the same extent, priority and validity as existed on the petition date. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Franklin_Acquisition_239_Sales.pdf About Franklin Acquisitions Franklin Acquisitions LLC is a privately-held company whose principal assets are located at 932 Cherry Hill, El Paso, Texas. Franklin Acquisitions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6, 2018. In the petition signed by William D. Abraham, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott oversees the case. Ronald E. Ingalls was appointed as the Chapter 11 trustee of Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the Trustee's counsel. GABRIEL SAN ROMAN: $494K Sale of Hempstead Property Okayed ---------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York authorized Gabriel A. San Roman and Michele D. San Roman to sell their interest in the real property located at, and known as, 111 Cathedral Avenue, Hempstead, New York to Robert Stewart and Janice Stewart for $494,000. A hearing on the Motion was held on April 19, 2019. The sale is free and clear of all liens, claims, and encumbrances. The Debtors are authorized to do such things, execute such documents, and expend such funds as may be necessary to consummate the sale of the Real Property and effectuate the terms of the Order. Gabriel A. San Roman and Michele D. San Roman sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 18-77977) on Nov. 28, 2018. The Debtors tapped Michael J. Macco, Esq., at Macco & Stern LLP, as counsel. GARDEN OAKS: Committee Amends Plan to Cap Transfer Fee at $1,500 ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Garden Oaks Maintenance Organization, Inc., filed a Second Amended Disclosure Statement explaining its Chapter 11 Plan replacing the 0.75% transfer fee with a transfer fee capped in the amount of $1,500 subject to annual increases of (i) up to 3% upon approval of the Board, (ii) over 3% up to 10% upon approval of the members of the Garden Oaks Homeowners Association at a meeting that has a quorum of members present, or (iii) over 10% if owners of a majority of the lots in the subdivision approve such increase. The amount of general unsecured claims is estimated to range between $250,000 and $1,000,000. Pursuant to the Plan, all claims that request a return of a transfer fee shall be automatically reduced by $1,500, the proposed amount of the transfer fee under the Plan. Such automatic reduction of the claims is estimated to reduce the total amount of general unsecured claims by over $500,000. The Board will maintain a balance of no more than $100,000, subject to an annual increase in the same percentage as the annual increase of the Transfer Assessment ("Reserve") in readily available funds as a reserve for the Organization's operation, administrative, legal, enforcement, and other appropriate expenses. A redlined version of the Second Amended Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y2n94rb5 from PacerMonitor.com at no charge. Counsel to the Committee are Charles M. Rubio, Esq., and Michael D. Fritz, Esq., at Diamond McCarthy LLP, in Houston, Texas. About Garden Oaks Maintenance Organization Garden Oaks Maintenance Organization, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-60018) on April 11, 2018. In the petition signed by Mark Saranie, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge David R. Jones presides over the case. Johnie J. Patterson, Esq., at Walker & Patterson, P.C., serves as the Debtor's bankruptcy counsel. On May 31, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. GLANSAOL HOLDINGS: Directed to Revise Plan, Disclosures ------------------------------------------------------- The Bankruptcy Court, on April 24, denied Glansaol Holdings Inc., et al.'s motion to schedule a combined hearing to consider the adequacy of the Second Amended Disclosure Statement and confirm the Second Amended joint Chapter 11 plan of liquidation. At the April 24 hearing, the Court outlined its reservations about whether combining the two hearings would be appropriate under the circumstances and noted certain alterations that would need to be made to the Disclosure Statement and the Liquidating Plan before the Court could approve them. Accordingly, for the reasons stated on the record at that hearing, the Motion is denied. The denial will not prejudice the ability of the Debtors to seek approval of revised solicitation and objection procedures following the Court's approval of an amended Disclosure Statement. The Debtors were directed to amend the Disclosure Statement and the Plan to reflect the comments made by the Court at the April 24 hearing. After extensive discussions and negotiations among the Debtors' and the Official Committee of Unsecured Creditors' financial advisors, the parties agreed to the proposed Allocation Schedule, with the consent of the Sponsor, as part of the Global Settlement. The Allocation Schedule addresses the allocation of Plan Funding among the Debtors. The agreed-upon methodology summarily splits the purchase price for the Debtors' assets among the Debtors' four operating entities -- Laura Geller Beauty, LLC, Julep Beauty, Inc., Clark’s Botanicals, Inc., and Glansaol Management LLC -- based on the shareholder equity on each respective Debtor's balance sheet as of the Petition Date. The Sponsor Settlement Amount was split among only Laura Geller Beauty, LLC, Julep Beauty, Inc., and Clark's Botanicals, Inc. based on their respective percentages of shareholder equity as of the Petition Date. The Committee has selected Charles Berk as Plan Administrator. The Plan Administrator Agreement will be filed with the Plan Supplement. The Plan Administrator may retain advisors, which may include CBIZ Accounting, Tax & Advisory of New York, LLC as financial advisor and Arent Fox LLP as counsel. A full-text copy of the Second Amended Disclosure Statement dated April 23, 2019, is available at https://tinyurl.com/yxv58k5c from Omni Management at no charge. A full-text copy of the Amended Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/y2os6lbl from PacerMonitor.com at no charge. Counsel for the Debtors are Brian S. Lennon, Esq., Daniel I. Forman, Esq., and Andrew S. Mordkoff, Esq., at Willie Farr & Gallagher LLP, in New York. About Glansaol Holdings Headquartered in New York, Glansaol Holdings Inc. and its subsidiaries are an independent prestige beauty and personal care companies. On Dec. 19, 2018, Glansaol Holdings Inc. and seven of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 18-14102). Glansaol estimated assets and liabilities of $10 million to $50 million. The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel; Emerald Capital Advisors as financial advisor; and Omni Management Group Inc. as claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Dec. 28, 2018. The committee tapped Arent Fox LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC, as its financial advisor. GLOBAL EAGLE: Incurs $236.6 Million Net Loss in 2018 ---------------------------------------------------- Global Eagle Entertainment Inc. had filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $236.59 million on $647.09 million of total revenue for the year ended Dec. 31, 2018, compared to a net loss of $357.11 million on $619.46 million of total revenue for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $717.08 million in total assets, $943.42 million in total liabilities, and a total stockholders' deficit of $226.33 million. As of Dec. 31, 2018, the Company's principal sources of liquidity were its unrestricted cash and cash equivalents of $39.2 million, which primarily are invested in cash and money market funds in banking institutions in the U.S., Canada and Europe and to a lesser extent in Asia Pacific. This represents a decrease of $9.1 million from $48.3 million as of Dec. 31, 2017. The Company's long-term debt balance (inclusive of the current portion) increased from $619.1 million at Dec. 31, 2017 to $709.6 million at Dec. 31, 2018, due to its second lien notes issued to Searchlight in the aggregate amount of $128.2 million, net of discounts. As of Dec. 31, 2018, the Company had $509.3 million, net of discounts, in term and revolving loans outstanding, and $70.4 million, net of discounts, in aggregate convertible loans, as well as other debt outstanding of $1.7 million. As of and for the year ended Dec. 31, 2018, the Company had a working capital deficiency of $20.4 million and negative cash flows from operating activities of $74.1 million, primarily due to a net loss of $236.6 million. The Company's cash flows from operating activities are significantly affected by its investments in operations, including working capital and corporate infrastructure to support its ability to generate revenue and conduct operations through cost of services, product development, sales and marketing and general and administrative activities. Cash used in investing activities has historically been, and is expected to be, impacted significantly by the Company's investments in its platform, its infrastructure and equipment for its business offerings and investment in our information technology systems. Cash provided by financing activities has been significantly impacted by the Company's refinancing of legacy EMC indebtedness with the 2017 Credit Agreement during the year ended Dec. 31, 2017 and the issuance of the Second Lien Notes during the year ended Dec. 31, 2018. Historically, cash used for financing activities included repurchases of its common stock, warrant repurchases, and the repayment of debt. During the year ended Dec. 31, 2018, cash provided by financing activities has been used to fund its operating losses as its operating and investing cash flows were negatively impacted by incremental working capital needs and increased capital expenditures as the Company continues to restructure its operations and ramp up its business for both new customer wins and volume and capacity growth with its existing customers. Global Eagle said "In an effort to lower our operating expenses, we have been implementing an operating expense savings initiative, which includes global footprint consolidation, simplification of our management structure, additional cost controls, IT programs that will increase efficiency and automation, and other operating expense reductions. In connection with this initiative, in February 2019, we committed to reduce our global workforce by approximately 15%. The changes to our workforce will vary by country, based on legal requirements and required consultations with works councils and other employee representatives, as appropriate. We estimate that we will generate approximately $20 million in annual savings and will incur total expenses relating to the workforce reduction of approximately $4.5 million, all of which represents cash expenditures relating to severance and transition-related expenses. Of this total amount, we expect to record substantially all of the expense in the first quarter of 2019, with the remaining amounts to follow in the second and third quarters of 2019. "We expect our available cash balances and cash flows from operations (combined with any availability under the revolving credit facility under the 2017 Credit Agreement) to provide sufficient liquidity to fund our current obligations and projected working-capital and capital expenditure requirements for at least the next 12 months. To strengthen our current liquidity position and to fund our ongoing operations and/or enable us to invest in new business opportunities, we may implement additional cost reduction initiatives and/or raise additional funds through asset sales, commercial financings and new revolving and term-loan facilities and through the issuance of bonds, debentures, notes and equity and equity-linked securities (in public or private offerings). However, market conditions, our future financial performance and our history of delays in filing our periodic SEC reports, among other factors, may make it difficult or impossible for us to access debt or equity sources of capital, on favorable terms or at all, should we determine in the future to raise additional funds through these methods. "The assessment by management that we will have sufficient liquidity to fund current obligations and projected working-capital and capital expenditure requirements for at least the next 12 months from the date of filing this Form 10-K is based on underlying estimates and assumptions, including that we: (i) remain current in our SEC public-reporting obligations; (ii) service our indebtedness and comply with the covenants (including the financial reporting covenants) in the agreements governing our indebtedness; and (iii) remain listed on The Nasdaq Stock Market. We are currently in compliance with all financial and non-financial covenants under the 2017 Credit Agreement and the ongoing listing requirements of The Nasdaq Stock Market." A full-text copy of the Form 10-K is available for free at: https://is.gd/tG7Fvl About Global Eagle Headquartered in Los Angeles, Californi, Global Eagle -- www.GlobalEagle.com -- is a provider of media, content, connectivity and data analytics to markets across air, sea and land. Global Eagle offers a fully integrated suite of rich media content and seamless connectivity solutions to airlines, cruise lines, commercial ships, high-end yachts, ferries and land locations worldwide. The Company has approximately 1,200 employees and 50 offices on six continents. * * * As reported by the TCR on April 16, 2019, S&P Global Ratings lowered all ratings on Global Eagle Entertainment Inc., including the ICR to 'CCC', to reflect its view that the company is currently vulnerable to nonpayment over the next 12 months and is dependent on favorable business, financial, and economic conditions to meet its financial commitments. GNC HOLDINGS: Incurs $15.3 Million Net Loss in First Quarter ------------------------------------------------------------ GNC Holdings, Inc. reported consolidated revenue of $564.8 million in the first quarter of 2019, compared with consolidated revenue of $607.5 million in the first quarter of 2018. The decrease in revenue was primarily a result of the transfer of the Nutra manufacturing and China e-commerce businesses to the newly formed joint ventures and the closure of company-owned stores from our store portfolio optimization strategy. Key Updates * Integration of the recently announced joint ventures with Harbin Pharmaceutical Group and International Vitamin Corporation currently on track with expectations * Retired legacy B-1 Term Loan on March 4th and reduced the extended B-2 Term Loan during the first quarter of 2019 by $114 million. In aggregate, retired over $350 million in debt since beginning of fourth quarter of 2018. * Ended first quarter with $211 million in liquidity * Recently launched CBD topical products in 23 states and the District of Columbia * GNC brand mix increased to 52% compared with 50% in the first quarter of 2018 For the first quarter of 2019, the Company reported a net loss of $15.3 million compared with net income of $6.2 million in the prior year quarter. Diluted loss per share was $0.23 in the current quarter compared with diluted earnings per share ("EPS") of $0.07 in the prior year quarter. In the first quarter of 2019, the Company recorded a $16.8 million loss on forward contracts related to the issuance of convertible preferred stock as a result of the Harbin investment and a $19.5 million loss on the exchange of net assets for the newly formed joint ventures. In the prior year quarter the Company recorded a $16.7 million loss on debt refinancing. Excluding certain items and other expenses, adjusted net income was $19.0 million in the current quarter, compared with adjusted net income of $20.1 million1 in the prior year quarter. Adjusted EPS was $0.15 in the current quarter compared with $0.24 in the prior year quarter. Adjusted EBITDA was $65.9 million, or 11.7% of revenue in the current quarter compared with $59.3 million, or 9.8% of revenue in the prior year quarter. "We are pleased with the EBITDA margin improvement we delivered in the first quarter of 2019," said Ken Martindale, GNC's chairman and CEO. "During the past six months we have completed a number of important partnerships, including the strategic investment by Harbin and the joint ventures with Harbin and IVC, which further enable our team to focus on our core business. In addition, during that period, we have improved our balance sheet by retiring over $350 million in debt." Segment Operating Performance U.S. & Canada Revenues in the U.S. and Canada segment decreased $23.2 million, or 4.5%, to $489.2 million for the three months ended March 31, 2019 compared with $512.4 million in the prior year quarter. E-commerce sales were 7.4% of U.S. and Canada revenue for the three months ended March 31, 2019 compared with 7.1% in the prior year quarter. The decrease in revenue compared with the prior year quarter was primarily due to the closure of company-owned stores under our store portfolio optimization strategy, which contributed an approximate $14 million decrease in revenue, and negative same store sales of 1.6%, which resulted in a revenue decrease of $6.2 million. In domestic franchise locations, same store sales for the first quarter of 2019 increased 0.6% over the prior year quarter. Operating income increased $8.6 million to $52.1 million, or 10.7% of segment revenue, for the three months ended March 31, 2019 compared with $43.5 million, or 8.5% of segment revenue, for the same period in 2018. The increase in operating income percentage was due to lower occupancy and marketing costs, partially offset by a decrease in product margin rate. International Revenues in the International segment increased $0.8 million, or 2.1%, to $40.9 million for the three months ended March 31, 2019 compared with $40.1 million in the prior year quarter, primarily due to an increase in sales to the Company's international franchisees of $4.6 million partially offset by a decline in China sales of $3.4 million to $4.5 million mostly due to the transfer of the cross-border e-commerce China business to the newly formed joint venture effective February 13, 2019. Operating income decreased $0.4 million to $14.1 million, or 34.3% of segment revenue, for the three months ended March 31, 2019 compared with $14.5 million, or 36.1% of segment revenue, for the same period in 2018. The decrease in operating income percentage was primarily due to a lower margin rate driven by a change in revenue mix. Manufacturing / Wholesale Revenues in the Manufacturing / Wholesale segment, excluding intersegment sales, decreased $20.4 million, or 37.0%, to $34.7 million for the three months ended March 31, 2019 compared with $55.1 million in the prior year quarter primarily due to the transaction with IVC for the newly formed manufacturing joint venture effective March 1, 2019. Operating income increased $0.3 million to $15.3 million, or 21.9% of segment revenue, for the three months ended March 31, 2019 compared with $15.0 million, or 12.5% of segment revenue, in the prior year quarter. The increase in operating income percentage was primarily due to a decrease in revenues as a result of the newly formed manufacturing joint venture. Although revenue decreased, the operating income reduction was minimal as GNC continues to recognize margin on product sold in March, but purchased prior to the formation of the joint venture. The remaining increase in operating income is the result of an increase in GNC brand sales. Cash Flow and Liquidity Metrics For the three months ended March 31, 2019, the Company generated net cash from operating activities of $68.7 million compared with $25.1 million for the three months ended March 31, 2018. The increase was driven by favorable working capital changes primarily due to an increase in accounts payable as a result of the Company's cash management efforts and an increase in accounts payable related to the establishment of the manufacturing joint venture. For the three months ended March 31, 2019, the Company generated $154.3 million in free cash flow which includes $101 million proceeds from the Nutra manufacturing transaction, compared with $37.4 million for the three months ended March 31, 2018. The Company defines free cash flow as cash provided by operating activities (excluding fees relating to the debt refinancing) less cash used in investing activities. At March 31, 2019, the Company's cash and cash equivalents were $137.1 million and debt was $888.4 million. No borrowings were outstanding on the Revolving Credit Facility at the end of the first quarter of 2019. A full-text copy of the press release is available for free at: https://is.gd/RTJreP About GNC Holdings GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global specialty retailer of health, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. As of March 31, 2019, GNC had approximately 8,200 locations, of which approximately 6,000 retail locations are in the United States (including approximately 2,100 Rite Aid licensed store-within-a-store locations) and the remainder are franchise locations in approximately 50 countries. GNC Holdings reported net income of $69.78 million for the year ended Dec. 31, 2018, compared to a net loss of $150.26 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, GNC Holdings had $1.52 billion in total assets, $1.54 billion in total liabilities, $98.80 million in Series A convertible preferred stock, and a stockholders' deficit of $114.31 million. * * * As reported by the TCR on Nov. 15, 2018, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Pittsburgh-based vitamin and supplement retailer GNC Holdings Inc. and removed all of its ratings on the company from CreditWatch, where S&P placed them with negative implications on Feb. 14, 2018. "The affirmation reflects our belief that GNC's capital structure remains unsustainable over the long term in light of its current operating performance, including its cash flow generation, because of increased competitive threats amid the ongoing secular changes in the retail industry. GOGO INC: Issues $905 Million 9.875% Senior Secured Notes --------------------------------------------------------- Gogo Intermediate Holdings LLC, a direct wholly owned subsidiary of Gogo Inc., and Gogo Finance Co. Inc., an indirect wholly owned subsidiary of Gogo, have issued $905 million aggregate principal amount of their 9.875% senior secured notes due 2024 under an Indenture, dated as of April 25, 2019, among the Issuers, Gogo, as guarantor, certain subsidiaries of the Company, as guarantors, and U.S. Bank National Association, as trustee and as collateral agent. Interest on the Notes will accrue at the rate of 9.875% per annum and will be payable semi-annually in arrears on May 1 and November 1, commencing on Nov. 1, 2019. The Notes mature on May 1, 2024. The Issuers used a portion of the net proceeds from the issuance of the notes to fund the redemption of all of the outstanding existing notes. The Issuers intend to use the remaining net proceeds for general corporate purposes, including the repurchase, retirement or repayment of Gogo's 3.75% Convertible Senior Notes due 2020. Notes Redemption On April 15, 2019, the Issuers elected to call for redemption in full all $690 million aggregate principal amount outstanding of the existing notes in accordance with the terms of the existing notes indenture. The redemption was conditioned, among other things, upon the incurrence of indebtedness in connection with the offering of the notes or from one or more other sources, in an amount satisfactory to the Issuers. On April 25, 2019, the Issuers irrevocably deposited, or caused to be irrevocably deposited, with the Trustee funds solely for the benefit of the holders of the existing notes, cash in an amount sufficient to pay principal, premium, if any, and accrued interest on the notes to, but not including, the date of redemption and all other sums payable under the existing notes indenture. The Trustee executed and delivered an acknowledgement of satisfaction, discharge and release, dated as of April 25, 2019, among other documents, with respect to the satisfaction and discharge of the existing notes. Supplemental Indenture Gogo Intermediate and Gogo Finance entered into a second supplemental indenture on April 25, 2019 to the indenture governing the Issuers' 12.500% Senior Secured Notes due 2022, dated as of June 14, 2016, among the Issuers, the guarantors, and U.S. Bank National Association, as trustee and as collateral agent, as amended by the first supplemental indenture, dated as of Sept. 20, 2017, among the Issuers, the guarantors and U.S. Bank National Association, as trustee. A copy of the Second Supplemental Indenture is available for free from the Securities and Exchange Commission's website at https://is.gd/cTgwZo. About Gogo Gogo Inc. -- http://www.gogoair.com-- is a global provider of broadband connectivity products and services for aviation. The Company designs and sources innovative network solutions that connect aircraft to the Internet and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, IL, with additional facilities in Broomfield, CO, and locations across the globe. Gogo reported a net loss of $162.03 million for the year ended Dec. 31, 2018, compared to a net loss of $172.0 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Gogo Inc. had $1.26 billion in total assets, $1.53 billion in total liabilities, and a total stockholders' deficit of $268.8 million. * * * As reported by the TCR on April 18, 2019, Moody's Investors Service changed the outlook on Gogo Inc. to stable from negative. Concurrently, Moody's has affirmed Gogo's corporate family rating at Caa1. Moody's said that despite the improvement in liquidity, Gogo's Caa1 CFR remains warranted given the company's high leverage which Moody's expects at around 9.9x (Moody's adjusted debt/EBITDA) by end 2019 along with the continued need for Gogo to invest heavily in technology and equipment installs to pursue its growth ambitions outside of North America. Gogo's Caa1 also reflects the company's small scale relative to other players in the wider telecommunications industry as well as the highly competitive environment it operates in. S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Gogo Inc, according to a TCR report dated April 19, 2019. S&P said the company's proposed refinancing of its capital structure will boost its short-term liquidity by extending the maturity profile of its obligations but the rating agency expects the company to burn cash over the next year. The rating agency said it affirmed its 'CCC+' issuer credit rating because it does not envision a default within the next year. GOGO INC: Satisfies Financing Condition for Tender Offer -------------------------------------------------------- Gogo Inc. has determined that the consummation of the offering and sale of $905 million aggregate principal amount of 9.875% senior secured notes due 2024 by Gogo Intermediate Holdings LLC, the Company's direct wholly owned subsidiary, and Gogo Finance Co. Inc., a direct wholly owned subsidiary of Holdings LLC and the Company's indirect wholly owned subsidiary, satisfies the financing condition to its previously announced cash tender offer for any and all of its outstanding 3.75% Convertible Senior Notes due 2020. The complete terms and conditions of the Tender Offer are set forth in the Amended Offer to Purchase and related Amended Letter of Transmittal. Copies of the Amended Offer to Purchase and Amended Letter of Transmittal may be obtained from the Information Agent for the Tender Offer, D.F. King & Co., Inc., by calling (866) 796-1290 (toll-free), (212) 269-5550 (collect) or by email at gogo@dfking.com. J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as the dealer managers for the Tender Offer. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities LLC at (800) 261-5767 or Morgan Stanley & Co. LLC at (855) 483-0952. About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The Company designs and sources innovative network solutions that connect aircraft to the Internet and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, IL, with additional facilities in Broomfield, CO, and locations across the globe. Gogo reported a net loss of $162.03 million for the year ended Dec. 31, 2018, compared to a net loss of $172.0 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Gogo Inc. had $1.26 billion in total assets, $1.53 billion in total liabilities, and a total stockholders' deficit of $268.8 million. * * * As reported by the TCR on April 18, 2019, Moody's Investors Service changed the outlook on Gogo Inc. to stable from negative. Concurrently, Moody's has affirmed Gogo's corporate family rating at Caa1. Moody's said that despite the improvement in liquidity, Gogo's Caa1 CFR remains warranted given the company's high leverage which Moody's expects at around 9.9x (Moody's adjusted debt/EBITDA) by end 2019 along with the continued need for Gogo to invest heavily in technology and equipment installs to pursue its growth ambitions outside of North America. Gogo's Caa1 also reflects the company's small scale relative to other players in the wider telecommunications industry as well as the highly competitive environment it operates in. S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Gogo Inc, according to a TCR report dated April 19, 2019. S&P said the company's proposed refinancing of its capital structure will boost its short-term liquidity by extending the maturity profile of its obligations but the rating agency expects the company to burn cash over the next year. The rating agency said it affirmed its 'CCC+' issuer credit rating because it does not envision a default within the next year. GOURMET EXPRESS: $8.5K Sale of All Remnant Assets to Oak Point OK'd ------------------------------------------------------------------- Judge Nancy V. Alquist of the U.S. Bankruptcy Court for the District of Maryland authorized Gourmet Express Acquisition Fund, LLC, Gourmet Express Holdings, LLC and Gourmet Express, LLC to sell their all remnant assets to Oak Point Partners, LLC for $8,500. The sale is free and clear of liens, claims, interests and encumbrances, with such liens, claims, interests, and encumbrances to attach to the proceeds of the Sale. The 14-day stay under Bankruptcy Rule 6004(h) is waived. The sale of the Remnant Assets constitutes an action taken by the Debtors in furtherance of the Wind-Down Plan prior to the entry of the Dismissal Order, which action was authorized and ratified upon entry of the Dismissal Order. About Gourmet Express Acquisition Fund Gourmet Express Acquisition Fund, LLC, and its three affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Md., Case No. 15-13670) on March 16, 2015. The case is assigned to Judge Nancy V. Alquist. The Debtors' counsel is Dennis J. Shaffer, Esq., at Whiteford, Taylor, & Preston, LLP, in Baltimore, Maryland. Traxi, LLC, Serves as the Debtors' financial advisor. GRAND AVENUE 364: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Grand Avenue 364 Estates LLC 3611 14 Avenue, Unit 600 Brooklyn, NY 11218 Business Description: Grand Avenue 364 is a privately held company that is engaged in activities related to real estate. Chapter 11 Petition Date: April 24, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-42443 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Solomon Rosengarten, Esq. SOLOMON ROSENGARTEN 1704 Avenue M Brooklyn, NY 11230-5423 Tel: (718) 627-4460 Fax: (718) 627-4456 E-mail: VOKMA@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Shlomo Sinay, member. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb19-42443.pdf GREENTECH AUTOMOTIVE: Auction Sale of All Assets Approved --------------------------------------------------------- GreenTech Automotive, Inc., and WM Industries Corp. filed a notice with the U.S. Bankruptcy Court for the Eastern District of Virginia of their proposed sale of substantially all their assets to Encore Wealth Investments Ltd. for $8 million in cash plus the waiver of the rights of investors in the Purchaser to receive distributions on account of claims asserted against the Debtors in their Chapter 11 cases, subject to overbid. On March 4, 2019, the Debtors filed their Bid Procedures Motion requesting entry of an order: (a) approving bid procedures for the sale of substantially all assets, including (i) all real and personal property owned by GTA, including the Mississippi Parcel, (ii) the JSAT Interest, (iii) litigation claims, if any, that exist, and have not been settled or released, as of the Closing Date, (iv) all assets of Gulf Coast Funds Management, LLC, which is a wholly owned subsidiary of WMIC, and (v) all Accounts Receivable, Intellectual Property, Intellectual Property Licenses and all other tangible or intangible assets of the Debtors; (b) authorizing an auction to sell the Assets; (c) approving certain deadlines and the form, manner and sufficiency notice of the foregoing; and (d) granting other related relief. On March 19, 2019, the Court entered the Bid Procedures Order. The Notice is issued pursuant to the requirements of the Bid Procedures Order. The Debtors have agreed upon a form of Asset Purchase Agreement with the Purchaser, an executed copy of which will be filed with the Court no later than 5:00 p.m. on April 8, 2019. Pursuant to the APA, the Debtors intend to sell the Assets to the Purchaser for $8 million in cash plus the waiver of the rights of investors in the Purchaser to receive distributions on account of claims asserted against the Debtors in their Chapter 11 cases. The sale of the Assets will be subject to higher and better offers as set forth in the Bid Procedures. Pursuant to the Bid Procedures and the Bid Procedures Order, the Assets will be sold following an Auction (if more than one Qualified Bid is received) and will be sold free and clear of all liens, claims, encumbrances and other interests. The Debtors' ability to close the transaction(s) contemplated is subject to approval of the Court. The Bid Procedures provide for these key dates in connection with the proposed sale of the Assets: a. Deadline to submit proof of Qualified Bidder qualifications - April 3, 2019 at 5:00 p.m. (ET) b. Deadline for Stalking Horse Bidder to post Earnest Money Deposit - April 8, 2019 at 5:00 p.m. (ET) c. Deadline for Debtor and/or Stalking Horse Bidder to file with the Court (i) the executed Asset Purchase Agreement, and (ii)the proposed language with respect to the treatment of immigration issues under a plan of liquidation - April 8, 2019 at 5:00 p.m. (ET) d. Opening Bid Deadline - April 10, 2019 at 5:00 p.m. (ET) e. Auction - April 11, 2019 at 1:00 p.m. (ET) f. Deadline for the Debtors to file a Disclosure of Terms of Winning Bid - April 11, 2019 at 5:00 p.m (ET) g. Deadline to Object to Sale - April 12 2019 at 5:00 p.m. (ET) h. Sale Hearing - April 16, 2019 at 1:30 p.m. (ET) Copies of the Bid Procedures Order are available for review at the Office of the Clerk of the Court, United States Bankruptcy Court, 200 South Washington Street, Alexandria, Virginia 22314, or upon request made to the Debtors' counsel. Any objection to any of the relief to be requested at the Sale Hearing must be filed by the deadline set by the Court. All requests for information concerning the Assets, the sale or the Bid Procedures, including requests for copies of the Motion or the Bid Procedures Order, should be directed to the counsel for the Debtors, Mark S. Lichtenstein, Esquire, Crowell & Moring LLP, 590 Madison Avenue, 20th Floor, New York, NY 1022 and Kristen E. Burgers, Esquire, Hirschler, 8270 Greensboro Drive, Suite 700, Tysons, Virginia 22102. About GreenTech Automotive GreenTech Automotive, Inc. -- http://www.wmgta.com/us-- an electric car company, and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Lead Case No. 18-10651) on Feb. 26, 2018. GreenTech Automotive, headquartered in Sterling, Virginia, was organized in Mississippi in 2009 for the purpose of developing, producing, marketing and financing energy efficient automobiles, including electric cars. WMIC, a Virginia corporation, is a holding company that holds a majority of the outstanding shares of common stock of GreenTech. In the petition signed by Norman Chirite, authorized representative, GreenTech estimated $100 million to $500 million in assets and liabilities. The Hon. Brian F. Kenney oversees the cases. Kristen E. Burgers, Esq., at Hirschler Fleischer PC, and Mark S. Lichtenstein, Esq., at Crowell & Moring LLP, serve as legal counsel to the Debtors. GULFSTREAM DIAGNOSTICS: $58K Sale of 2 Medical Equipment Approved ----------------------------------------------------------------- Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Gulfstream Diagnostics, LLC's sale of two pieces of medical laboratory equipment, namely (i) Model EMD, Prefilter and E‐bypass Water G Purification System, S/N F4JA64248 (New 2015), with Elix Model 100 Vent Filtration System, 2 Pump System, Back‐washable Tank, Loop Filter; and (ii) Peak Scientific Model I‐Flow 6021, 145‐Psi Nitrogen G Generator, S/N I15‐10‐016 (New 2015), Equipped with Peak Model NM32LA Nitrogen Generator Power Supply, S/N A14‐12‐466, Siemens Logo! Controls, to Everly Well, Inc., for $57,500. The sale is free and clear of all liens, claims, interests, and encumbrances, with all liens, claims, interests, and encumbrances attaching to the Purchase Price. The Proceeds will be held by the Debtor in escrow pending further order from the Court. The Debtor will not disburse any portion of the Proceeds. The Order will not be stayed by any provision of the Federal Rules of Bankruptcy Procedure, including Rule 6004(h). About Gulfstream Diagnostics Gulfstream Diagnostics, LLC, operates a medical laboratory in Dallas, Texas. It provides clinical, pharmacogenetics and toxicology laboratory tests. Its laboratory features Beckman Coulter, Agilent Technologies, Douglas Scientific, and Tecan instrumentation. Gulfstream Diagnostics filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30159) on Jan. 16, 2019. In the petition signed by Maison Vasek, CFO, the Debtor estimates $1 million to $10 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Thomas Daniel Berghman, Esq., at Munsch Hardt Kopf & Harr, P.C., is the Debtor's counsel. BidMed, LLC, is the broker and auctioneer. H2O BAGEL: Parkland Buying Parkland Property for $100K ------------------------------------------------------ H2O Bagel No. 2, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize it to sell and assign to Parkland Bagel, LLC, all of its properties, assets, and business located at 7679 N. State Road 7, Parkland, Florida for $100,000. The Debtor operates a Brooklyn Water Bagels restaurant franchise on the Parkland real property, which the Debtor leases from BREM Parkland pursuant to a 10-year renewable lease. On March 1, 2019, the Court approved the Debtor's assumption of the Lease. On Sept. 11, 2018, the Court entered its Final Order Authorizing (A) Debtors in Possession to Obtain Secured Post-Petition Financing, and Modifying the Automatic Stay, thereby approving the Debtor financing from 52318 Bagel, LLC. The Debtor's assets consist of the Lease and equipment. Paradise Bank holds an undisputed claim (Claim No. 6-1) in the amount of $4,883,472 secured by a first-position lien on the Debtor's personal property, including the Lease. The Debtor's property is worth significantly less than Paradise Bank's claim. Recently, the Debtor entered into the Contract of Sale of All Business Assets with the Purchaser to, free and clear of all claims, liens, and encumbrances, assign the Lease, and sell substantially all of the Debtor's non-cash property, to the Purchaser for $100,000. The Purchaser's principal is the son of the wife of Joseph Wortley, who is the principal of 52318 Bagel. While Section 3 of the Contract provides that Paradise Bank shall receive all of the net proceeds from this transaction, the Debtor, the Purchaser, 52318 Bagel, and Paradise Bank have subsequently agreed that the $100,000 in proceeds of the sale shall vest in the Debtor's estate to be distributed, pursuant to a subsequent Court order, to fund carveouts for: (a) U.S. Trustee's fees; (b) administrative claims; (c) repayment of the debtor in possession loan to 52318 Bagel, and (d) a 5% dividend to holders of allowed unsecured claims, with Paradise Bank receiving a replacement lien on the $100,000 in proceeds subject to such carveout. Through the Motion, the Debtor ask approval of the Contract, as modified, and authorization to assign the Lease, and to sell all of the Debtor's non-cash/non-motor-vehicle property, to the Purchaser. Due to the fact that the Debtor is continuing to pay monthly rent on the leased premises, it asks that the 14-day stay of the effectiveness of an order granting the Motion be waived pursuant to Federal Rule of Bankruptcy Procedure 6004(h). A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/H2O_Bagel_183_Sales.pdf About H2O Bagel No. 2 H2O Bagel No. 2, LLC, is a specialty store retailer in Boca Raton, Florida. H2O Bagel No. 2 and its affiliate The Original Brooklyn Store, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 18-17542 and 18-17544) on June 22, 2018. H2O Bagel Parkland filed a Chapter 11 petition on July 9, 2018. All three cases are jointly administered under Case No. 18-17542. At the time of the filing, H2O Bagel No. 2 estimated assets of less than $50,000 and liabilities of $10 million. The Debtor tapped Philip Landau, Esq., and the law firm of Shraiberg, Landau & Page, P.A. as its general bankruptcy counsel. The Office of the U.S. Trustee advised the Court on Aug. 28, 2018, that until further notice, it will not appoint a committee of creditors in the Debtors' cases. HERB PHILIPSON'S: Unsecured Creditors to Get 100% Over 5 Years -------------------------------------------------------------- The hearing to consider approval of the disclosure statement explaining Herb Philipson's Army and Navy Stores Inc.'s Chapter 11 plan of reorganization is scheduled for May 15, 2019 at 09:30 AM. General Unsecured Claims, classified in Class 2, are impaired. Holders of each Allowed General Unsecured Claim will receive: (a) a cash payment equal to 5% of the Claim and thereafter (i) on the first anniversary of the Effective Date, a cash payment equal to 20% of the then-remaining balance of such Claim, (ii) on the second anniversary of the Effective Date, a cash payment equal to 25% of the then-remaining balance of such Claim, (iii) on the third anniversary of the Effective Date, a cash payment equal to 33% of the then-remaining balance of such Claim, (iv) on the fourth anniversary of the Effective Date, a cash payment equal to 50% of the then-remaining balance of such Claim, and (iv) on the fifth anniversary of the Effective Date, a cash payment equal to 100% of the then-remaining balance of such Claim in full and final satisfaction of such Claim, or (b) such other treatment as may be agreed upon by the General Unsecured Creditor Trustee and the holder of such Allowed General Unsecured Claim. The Plan shall be funded from the Debtor's Cash on hand as of the Effective Date, including a portion of the Reorganized Debtor's available Exit Financing. A full-text copy of the Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y52sjvvt from PacerMonitor.com at no charge. Counsel for the Debtor is Scott A. Griffin, Esq., and Michael D. Hamersky, Esq., at Griffin Hamersky LLP, in New York. About Herb Philipson's Army Founded in 1951, Herb Philipson's Army and Navy Stores Inc. -- https://herbphilipsons.com/ -- is a retailer for outdoor and casual apparel, workwear, footwear and sporting goods. Herb Philipson's is known for brands such as Carhartt, Columbia, Levi, Lee, Under Armour, Dickies, Timberland and The Northface. It is also the exclusive retailer for the Utica Comets Hockey Team and the new Utica City Football Club. Herb has retail locations in Rome, Liverpool, New Hartford, Newark, Oneida, Oswego, Herkimer, DeWitt, and Watertown, New York. Herb Philipson's Army and Navy Stores Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 18-61376) on Oct. 8, 2018. In the petition signed by Guy Viti, president, the Debtor estimated assets of less than $10 million and debts of less than $50 million. The Debtor tapped Cullen and Dykman LLP and Griffin Hamersky LLP as counsel; Scouler Kirchhein, LLC as financial advisor; and Kurtzman Carson Consultants LLC as its claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Oct. 19, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel. IDEAL DEVELOPMENT: May 13 Plan Confirmation Hearing --------------------------------------------------- The Disclosure Statement explaining Ideal Development Corporation's Chapter 11 Plan is conditionally approved. May 13, 2019 is fixed for the hearing on final approval of the conditionally approved Disclosure Statement and for confirmation of the Plan. May 7, 2019 is fixed as the last day for filing written acceptances or rejections of the Plan. May 7, 2019 is fixed as the last day for filing and serving written objections to the conditionally approved Disclosure Statement and confirmation of the Plan. Attorney for Debtor is Will B. Geer, Esq., in Atlanta, Georgia. About Ideal Development Corporation Ideal Development Corporation, a Georgia-based corporation that operates as a real estate holding company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-63172) on Aug. 6, 2018. In the petition signed by its president, James T. Walker, the Debtor estimated assets and liabilities of less than $1 million. The Debtor tapped Wiggam & Geer, LLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. JG CONTRACTING: May 20 Combined Plan, Disclosure Statement Hearing ------------------------------------------------------------------ The disclosure statement explaining JG Contracting LLC's small business Chapter 11 plan has been conditionally approved, and the disclosure and confirmation hearings will be combined. May 20, 2019 is fixed for the hearing on final approval of the disclosure statement, and for the hearing on confirmation of the plan and related matters at United States Courthouse 400 East Ninth Street, Courtroom 6C Kansas City, Missouri 64106. May 13, 2019 is the deadline for filing with the Court objections to the disclosure statement or plan confirmation; and submitting to counsel for the plan proponent ballots accepting or rejecting the plan. General unsecured creditors are impaired and will share pro rata in the "new value" contribution of the equity interest holder Joseph Gentle during the course of the plan. This new value contribution will be $370,000. Unsecured creditors will receive, over a period of seven years, a monthly payment that represents their pro rata share of this amount. Payment will be made by the last day of each month. A full-text copy of the Disclosure Statement dated April 10, 2019, is available at https://tinyurl.com/y5tym9kr from PacerMonitor.com at no charge. Attorney for Debtor is George J. Thomas, Esq., at Phillips & Thomas LLC, in Prairie Village, Kansas. Based in Independence, Missouri, JG Contracting LLC, a roofing contractor specializing in residential and commercial roofing, gutters, siding, replacement windows and overhead garage doors, filed a voluntary Chapter 11 Petition (Bankr. W.D. Mo. Case No. 19-40032) on January 7, 2019. The case is assigned to Hon. Dennis R. Dow. The Debtor's counsel is George J. Thomas, Esq., at Phillips & Thomas LLC, in Prairie Village, Kansas. At the time of filing, the Debtor had total assets of $878,508 and total liabilities of $2,181,366. JOSEPH HEATH: Naebzadeh Buying Alexandria Property for $480K ------------------------------------------------------------ Joseph F. Heath asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the real property described as Lot 34A, Holly Acres Subdivision, in deed book 17463 at page 436, among the land records of Fairfax county, Virginia, and otherwise known as 3359 Beechcliff Drive, Alexandria, Virginia, to Kadejh Naebzadeh for $480,000, pursuant to their Contract dated March 19, 2019, with Addendums, free and clear of liens. There is no Seller's real estate commission incurred in the transaction, and only the Buyer's agent's commission of $12,000 is due on the sale. The property is encumbered by two liens: a Deed of Trust held by Wilmington Trust with a balance of approximately $415,000, and a tax lien against the Debtor's interest held by the Internal Revenue Service in the amount of $970,369. The total of all liens on the property exceed the property's value and the net proceeds which are expected to come from the proposed sale. The value received from the sale is appropriate considering the condition of the property and that no funds were available to put it into the best condition for a showing; the purchase price is a higher price than the current assessed tax value of $477,660 as shown by the tax record (Exhibit 2). A draft ALTA Combined Settlement Statement (Exhibit 3), which estimates that after payment of the Wilmington Trust lien and the expenses of sale, net proceeds in the amount of $45,619 would be payable to the IRS, less a reserve for the United States Trustee's Quarterly fees. Upon information and belief, the trust holders whose claims are impaired by the proposed sale either have or will consent to the sale. The Debtor proposes to pay the first trust in its entirety from the sale and then turn over the balance at settlement to the IRS less an appropriate reserve for the payment of the United States Trustee's Quarterly Fees which will be incurred by the transaction. The proposed sale is in the best interest of the estate since it represents the greatest value to the estate and to the creditors which may be derived from the property, and also because the sale of this property will reduce the indebtedness owed to the IRS, the blanket lien holder, and help to create equity in the other property securing their claims. The Motion is consistent with the Second Amended Plan of the Debtor. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Heath_459_Sales.pdf About Joseph F. Heath Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the range of $0 to $50,000 and $100,001 to $500,000 in debt. The Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett A. Brown, as counsel. On Dec. 22, 2017, the Court confirmed the Debtor's Second Amended Plan. JOSEPH HEATH: Winifred Buying Alexandria Property for $485K ----------------------------------------------------------- Joseph F. Heath asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the real property described as Lot 52A, Holly Acres Subdivision, as found among the land records of Fairfax county, Virginia, and otherwise known as 3319 Beechcliff Drive, Alexandria, Virginia, to Winifred Pingyee NG for $484,900, with a Seller subsidy of $1,500, pursuant to their Contract dated March 19, 2019, with Addendums, free and clear of liens. There is no Seller's real estate commission incurred in the transaction, and only the Buyer's agent's commission of $12,122 is due on the sale. The property is encumbered by two liens: a Deed of Trust held by Shellpoint Mortgage Servicing with a balance of approximately $382,875, and a tax lien against the Debtor's interest held by the Internal Revenue Service in the amount of $970,369. The total of all liens on the property exceed the property's value and the net proceeds which are expected to come from the proposed sale. The value received from the sale is appropriate considering the condition of the property and that no funds were available to put it into the best condition for a showing; the purchase price is a higher price than the current assessed tax value of $460,130 as shown by the tax record (Exhibit 2). A draft ALTA Combined Settlement Statement (Exhibit 3), which estimates that after payment of the Wilmington Trust lien and the expenses of sale, net proceeds in the amount of $85,580 would be payable to the IRS, less a reserve for the United States Trustee's Quarterly fees for the 2nd Quarter of 2019. Upon information and belief, the trust holders whose claims are impaired by the proposed sale either have or will consent to the sale. The Debtor proposes to pay the first trust in its entirety from the sale and then turn over the balance at settlement to the IRS less an appropriate reserve for the payment of the United States Trustee's Quarterly Fees which will be incurred by the transaction. The proposed sale is in the best interest of the estate since it represents the greatest value to the estate and to the creditors which may be derived from the property, and also because the sale of the property will reduce the indebtedness owed to the IRS, the blanket lien holder, and help to create equity in the other property securing their claims. The Motion is consistent with the Second Amended Plan of the Debtor. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Heath_461_Sales.pdf About Joseph F. Heath Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the range of $0 to $50,000 and $100,001 to $500,000 in debt. The Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett A. Brown, as counsel. On Dec. 22, 2017, the Court confirmed the Debtor's Second Amended Plan. KHRL GROUP: Seeks to Hire Advanced Evaluation as Appraiser ---------------------------------------------------------- KHRL Group, LLC and Papa Grande Gourmet Foods, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Texas to hire a real estate appraiser. The Debtors propose to employ Advanced Evaluation Service to conduct an appraisal of their property located at 1802 Jackson Keller, San Antonio. Robert Kent Carter, the firm's appraiser who will be providing the services, will charge a flat fee of $3,500 and $1,000 for each day of testimony in court. Mr. Carter disclosed in court filings that he and other employees of the firm neither hold nor represent any interest adverse to the the Debtors and their estates. Advanced Evaluation can be reached through: R. Kent Carter Advanced Evaluation Service 1630 Fawn Bluff San Antonio, TX 78248 Phone: 210-658-4300 Fax: 210-658-4804 About KHRL Group and Papa Grande Gourmet Foods Papa Grande Gourmet Foods, LLC, doing business as Garcia Foods -- http://garciafoods.com/-- is a producer of a growing line of Mexican food products including tamales, fajitas, chorizo, shredded chicken, picadillo, carne guisada, carnitas, chili, refried beans, and rice. The Garcia Foods was founded in 1956 by Andy Garcia. KHRL Group, LLC, owns the real estate used in the business. KHRL Group and Papa Grande Gourmet Foods filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-50390) on Feb. 25, 2019. In the petitions signed by Kenneth D. Garcia, member, both debtors estimated their assets and liabilities under $10 million. The Hon. Ronald B. King is the case judge. Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, is the Debtor's counsel. KONTOOR BRANDS: Moody's Assigns 'Ba2' CFR & New Sr. Secured Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Kontoor Brands, Inc., including a Ba2 Corporate Family Rating; Ba3-PD Probability of Default Rating and Ba2 ratings on its proposed $1.55 billion Senior Secured Credit Facilities, consisting of a $500 million Revolving Credit Facility, $750 million Term Loan-A and $300 million Term Loan-B. At the same time, Moody's assigned a Speculative Grade Liquidity Rating of SGL-2. The ratings outlook is stable. On August 13, 2018, V.F. Corporation, the publicly traded ultimate parent of Kontoor, announced its plan to separate into two independent, publicly traded companies by spinning off its Jeanswear and VF Outlet businesses, which have since been renamed as Kontoor Brands, Inc. The transaction is currently targeted to be completed by late May 2019. Kontoor will be capitalized with the proposed Senior Secured Credit Facilities, with proceeds used to fund a cash transfer back to members of VF's group, to pay related fees and expenses and for general corporate purposes. The assigned ratings are subject to completion of the transaction and review of final documentation. Assignments: Issuer: Kontoor Brands, Inc. Corporate Family Rating, Assigned Ba2 Probability of Default Rating, Assigned Ba3-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3) Outlook: Assigned, Stable RATINGS RATIONALE Kontoor's Ba2 CFR reflects the iconic nature of its two main brands, Wrangler and Lee, both with global reach, meaningful scale and deep customer relationships that drive total company net revenues of around $2.7 billion for the latest fiscal year ended December 29, 2018. The rating also reflects the company's solid profitability, with EBITDA margins in the mid-teens, and consistent free cash flow generation. Also considered are the company's moderate proforma leverage, at around 3.4 times (using Moody's standard adjustments, including leases and securitizations) for the company's latest fiscal year ended December 29, 2018. Pro forma interest coverage (EBITA/Interest) is estimated to be around 4.5 times. Kontoor's liquidity profile is good, reflecting Moody's expectation that cash and operating cash flow will more than support capital spending, dividend and mandatory amortization needs over the next 12-18 months. The rating is constrained by high sales concentration within one major customer, and limited product diversification with a majority of total company sales derived from the sale of men's bottoms. The rating also considers exposure to fashion risk, volatile input costs and foreign exchange rates, which can have a meaningful impact on earnings and cash flows, along with the relatively high proposed dividend payout ratio being considered as a standalone business, which will constrain free cash flow generation. The rating further considers the execution risks related to the transaction and becoming a standalone business, including the potential for increased costs and potential management distraction or business disruption. The Ba2 ratings assigned to the proposed Senior Secured Credit facilities are equal to the Ba2 Corporate Family Rating, given that each facility ranks pari passu and comprise the entirety of the debt capital structure. The Ba3-PD Probability of Default rating is one notch below the Ba2 CFR as a result of its assumption for an above average corporate family recovery due to an all-first lien capital structure that includes financial maintenance covenants. The Credit Facilities will be secured by a perfected first priority security interest in substantially all tangible and intangible assets of the borrower and guarantors, and 65% of the capital stock of foreign subsidiaries. The facilities will be guaranteed by each direct and indirect, existing and future wholly owned material domestic subsidiary. The stable ratings outlook reflects Moody's expectation that it will take some time for the company to return to modest revenue and profit growth, but that free cash flow will remain strong with excess used to reinvest in the business, reduce debt and maintain solid credit metrics. Given the company's product and customer concentrations and recent revenue declines, a ratings upgrade is unlikely over the near-to-intermediate term. To be upgraded, the company would need to return to sustainable revenue and profit growth in both brands, increase product and customer diversity, continue to generate positive free cash flow, and maintain credit metrics at or below pro forma levels, with debt/EBITDA sustained in the low- to mid-3 times range and FFO/Net Debt in the mid- to high-20% range. The ratings could be downgraded if operating performance deteriorated through continued revenue and earnings declines, if liquidity weakened through free cash flow turning negative, reduced revolver availability or tighter covenant cushion, or if financial policies were to be more aggressive than anticipated, such as higher than expected shareholder returns. Specific metrics include debt/EBITDA sustained above 4.0 times or FFO/Net Debt falling below 20% on a sustained basis. Kontoor Brands, Inc., headquartered in Greensboro, North Carolina, is a leading global denim and apparel company consisting mainly of its Wrangler and Lee brands, and the VF Outlet stores. KONTOOR BRANDS: S&P Assigns 'BB-' ICR on Spinoff; Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer credit rating to Greenboro, N.C.-based Kontoor Brands Inc., which will become a separately traded public company following the spinoff from VF Corp. next month. At the same time, S&P assigned its 'BB-' issue-level rating and '3' recovery rating to the $1.55 billion senior secured credit facility proposed by the company to fund a $950 million one-time cash transfer to member's of VF's group and $100 million in cash for operational needs. "Our ratings on Kontoor reflect its relatively good market position as the No. 2 player with approximately 3% of the highly competitive and fragmented U.S. denim apparel market. Market leader Levi's has only approximately 5%. The ratings also incorporate potential operational challenges in separating from VF and establishing itself as a stand-alone company," S&P said. The rating agency said efforts to restructure the business, by streamlining the supply chain and establishing key corporate functions, could disrupt operations and impair supplier and customer relationships. The stable outlook reflects S&P's view that the company's spinoff will be successful, and that it will maintain leverage around 3x and FFO to debt in the low- to mid-20% area over the next year. S&P expects the company to invest in its digital capabilities and geographic expansions to stem the decline in its wholesale channels, and generate about $70 million-$90 million discretionary cash flow for debt reduction. "We could raise our ratings if Kontoor successfully completes the spinoff, improves debt to EBITDA toward the mid-2x area, and strengthens FFO to debt above 30%. In addition, the company would need to reverse negative sales trends and demonstrate modest top-line growth while sustaining adjusted EBITDA margins at about 15%-16%," S&P said. The rating agency estimates that EBITDA would need to improve by about 20% or FFO by about 25%, and believes the company could achieve this by investing in its digital channels and international expansion while stabilizing its declining U.S. segment and establishing its stand-alone key corporate and supply chain functions as planned. "We could lower our ratings if the separation process from VF leads to significantly higher stand-alone costs or operational disruption such that the company cannot return Wrangler and Lee to growth. These operational challenges would likely result in the company's credit metrics deteriorating significantly, with debt to EBITDA exceeding 4x," S&P said. The rating agency estimates EBITDA would need to decrease by 35% for this to occur. "We could also lower our ratings if the company's financial policy becomes more aggressive, with excessive shareholder returns or acquisitions such that leverage exceeds 4x. We estimate debt would need to increase by $400 million at current EBITDA for this to occur," S&P said. LITCHFIELD LASER: New Plan Discloses 3-Tiered Payment Approach -------------------------------------------------------------- Litchfield Laser Skin Care, LLC, filed its first amended disclosure statement in connection with its proposed chapter 11 plan. The latest plan contemplates a three-tiered payment approach. Accordingly, payments to all creditors will begin on the Effective Date (Oct. 1, 2019), with priority tax claims paid by April 30, 2023, 43 months thereafter (a date which is within 60 months of the Petition Date, as required by statute). Thereafter, the amount of monthly payments to secured and unsecured creditors will increase, with secured claims paid by Sept. 30, 2024 (five years from the Effective Date). General unsecured claims will be paid in accordance with the Plan by May 31, 2026 (six years, seven months after the Effective Date). A copy of the First Amended Disclosure Statement is available at https://tinyurl.com/yynxosar from Pacermonitor.com at no charge. About Litchfield Laser Skin Care Litchfield Laser Skin Care, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 18-50661) on May 25, 2018. In the petition signed by Dr. Elizabeth Galan, owner, the Debtor estimated assets of less than $50,000 and liabilities of $1 million. LIVINGSTON INTERNATIONAL: S&P Affirms 'B-' ICR; Outlook Stable -------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' long-term issuer credit rating on Livingston International Inc., which plans to refinance its existing capital structure with proceeds from new secured credit facilities. The rating agency expects the proposed transaction to reduce debt by about C$80 million and push out the company's debt maturity profile, thereby improving liquidity and reducing the company's refinancing risks. Meanwhile, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's proposed US$272 million first-lien term loan facility due 2026 and C$175 million revolving credit facility due 2024. It also assigned its 'CCC' issue-level rating and '6' recovery rating to Livingston's proposed US$75 million second-lien term loan facility due 2027. S&P expects about C$460 million net proceeds from the debt issuance along with just under C$200 million of equity provided from Platinum Equity Capital Partners will be used primarily to purchase the equity interest in Livingston, repay the company's debt outstanding, and pay related fees and expenses. The proposed transaction pushes out the company's debt maturity profile, thereby improving liquidity and reducing the company's refinancing risks. "Our ratings also reflect our forecast for adjusted FFO-to-cash interest coverage of 1.5x-1.8x over the next couple of years and our view that Livingston has significant exposure to rising short-term interest rates, given that the majority of its debt outstanding will have a variable benchmark rate. Our relatively weak outlook for coverage ratios is a function of our assumption that average short-term interest rates will increase in North America," S&P said. In S&P's view, relatively low interest coverage ratios and sensitivity to interest rates, combined with the company's private equity ownership and high debt level, constrain the rating at this time. S&P's rating also reflects its view of Livingston's small scale when compared to the broader business services industry because the company generates less than C$100 million of adjusted EBITDA. S&P said it expects modest improvement in operating results, with limited refinancing risk following the transaction. Operating performance improved through 2018, underpinned by an increase in adjusted EBITDA margins of about 160 basis points; and the rating agency expects further improvement through 2020. This incorporates the rating agency's forecast of annual revenue growth of 1%-2% and lower transaction and integration costs, as well as the execution of cost-saving initiatives that Livingston and Platinum have identified. S&P said adjusted EBITDA margins should remain below 20% over the next few years, which the rating agency considers relatively low for a company that offers professional services. The stable outlook reflects S&P's expectation that positive annual organic revenue growth of 1%-2% and improving adjusted EBITDA margins should contribute to positive FOCF and adjusted FFO-to-cash interest coverage of 1.5x-1.8x over the next couple of years. "We could lower our ratings within the next 12 months if revenue growth and adjusted EBITDA margins trend below our expectations, potentially contributing to negative FOCF and adjusted FFO-to-cash interest coverage below 1.5x. This scenario could result from lower trade volumes potentially due to weaker-than-expected macroeconomic conditions that lead us to conclude that the company's financial commitments are unsustainable," S&P said. "We could raise our ratings on Livingston within the next 12 months if we expect the company to sustain adjusted FFO-to-cash interest coverage above 2x and adjusted debt-to-EBITDA near 5x. This could occur from solid organic growth prospects and execution of the company's cost-saving initiatives, which in turn contribute to adjusted EBITDA margins above 20% and stronger-than-expected FOCF," the rating agency said. Livingston is a provider of customs brokerage and compliance services in North America. The company also offers international trade consulting and international freight forwarding across the continent and around the globe. Livingston employs more than 3,200 employees at more than 105 key border crossings, seaports, airports, and other strategic locations in North America, Europe, and Asia. LONG BLOCKCHAIN: Incurs $742,600 Net Loss in Q3 2018 ---------------------------------------------------- Long Blockchain Corp. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $742,642 on $827,146 of net revenue for the three months ended Sept. 30, 2018, compared to a net loss of $3.91 million on $1.55 million of net revenue for the three months ended Sept. 30, 2017. For the nine months ended Sept. 30, 2018, the Company reported a net loss of $4.86 million on $2.36 million of net revenue, compared to a net loss of $11.59 million on $3.90 million of net revenue for the same period during the prior year. As of Sept. 30, 2018, the Company had $12.96 million in total assets, $4.14 million in total liabilities, and $8.81 million in total stockholders' equity. Liquidity and Going Concern From inception, the Company has financed its operations through the issuance of debt and equity, and through utilizing trade credit with its vendors. The Company said it will require additional capital to fund the operating losses of the existing beverage business, as well as to fund the development of the loyalty and blockchain business. As of Sept. 30, 2018, the Company had cash of $480,559. As of Sept. 30, 2018, the Company had a working capital deficit of $1,665,518. As of March 31, 2019, the Company had cash of approximately $140,000. Pursuant to a Loan and Option Agreement dated Dec. 20, 2017 with Court Cavendish Ltd., on Jan. 15, 2018 and Jan. 30, 2018, the Company borrowed $750,000 and $500,000, respectively, under this arrangement. On May 3, 2018, the 2017 Cavendish Loan Agreement was amended and the Company drew an additional $1,000,000. On Jan. 18, 2019, the Company entered into a second amended loan agreement with Cavendish. Pursuant to the January 2019 Cavendish Restated Agreement, Cavendish will convert $241,524 of accrued but unpaid interest and $1,550,000 of principal into 12,723,382 shares of the Company's common stock. The Company may no longer request any further drawdowns from Cavendish under the Cavendish Restated Facility. According to Long Blockchain "The Company's ability to continue its operations and to pay its obligations when they become due is contingent upon the Company being able to generate cash flows from its operations, as well by obtaining proceeds from additional financings. Management's plans include raising additional funds through equity offerings, debt financings, or other means. "There are no assurances that the Company will be able to generate cash flow from its operations and/or raise required capital on terms acceptable to the Company or at all. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its current operations, as well as defer, delay and/or curtail its effort to develop the loyalty and blockchain business. These steps may include reductions in personnel or other operating cost reductions. These conditions raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free from the SEC's website at https://is.gd/SQaNpO. About Long Blockchain Corp. Headquartered in Hicksville, New York, Long Blockchain Corp. -- http://www.longblockchain.com/-- is focused on developing and investing in globally scalable blockchain-based financial technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long-term value for its shareholders and the global community by investing in and developing businesses that are "on-chain". Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand 'The Original Long Island Brand Iced Tea'. Long Blockchain incurred a net loss of $15.21 million in 2017 and a net loss of $10.44 million in 2016. As of June 30, 2018, Long Blockchain had $11.28 million in total assets, $3.68 million in total liabilities, and $7.59 million in total stockholders' equity. Marcum LLP, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. LOUISIANA PELLETS: Trustee Suit vs Ex-Officers Remanded to La. Ct. ------------------------------------------------------------------ In the case captioned CRAIG JALBERT, TRUSTEE, o/b/o GERMAN PELLETS LOUISIANA, L.L.C. AND LOUISIANA PELLETS, INC., v. PETER LEIBOLD, et al., Civil Action 1:18-CV-00788 (W.D. La.), Magistrate Judge Joseph H.L. Perez-Montes recommends granting Plaintiff's motion to remand and denying Defendants' motions to dismiss for lack of jurisdiction. Plaintiff Craig Jalbert, the Chapter 11 liquidating trustee for German Pellets Louisiana, L.L.C. and Louisiana Pellets, Inc., filed a petition for damages and injunctive relief in the 28th Louisiana Judicial District Court in LaSalle Parish. The named defendants are Peter Leibold, Anna Kathrin Leibold, Michael Leibold, Meranda Hyman, GP GmbH (parent company of SPLA and LAP), and VOV GmbH. GPLA and LP defaulted on their obligations to bondholders in 2016 and filed voluntary petitions for Chapter 11 relief in the United States Bankruptcy Court for the Western District of Louisiana. Jalbert was named their Trustee in a confirmed joint chapter 11 plan of liquidation. At the same time, their parent company, GP GmbH filed for bankruptcy protection in Germany. The Leibolds and Hyman are four former officers and directors of LP and GPLA (Hyman was the most senior accountant). VOV is an insurance association based in Cologne, Germany. VOV represents the six underwriters that provided "officer and director coverage" for policyholder GP GmbH and its subsidiaries, LP and GPLA. The Trustee filed a post-confirmation complaint in a Louisiana state court, seeking monetary damages and alleging Defendants breached their fiduciary duties by transferring millions of dollars from LP and GPLA to GP GmbH for no consideration. The Trustee contends Defendants placed the money from the LP and GPLA accounts beyond the reach of creditors and bondholders in the United States. The Trustee also seeks injunctive relief to preclude VOV from paying its policy limits to GP GmbH, to the detriment of LP's and GPLA's creditors. Hyman answered the petition and made a reconventional demand against the Trustee, the Leibolds, GP GmbH, and VOV. Hyman seeks monetary damages, contending she was never an officer, director, or shareholder of GPLA, has no liability as a corporate actor, and was fraudulently joined as a defendant in this action. VOV removed alleging federal jurisdiction pursuant to: (1) 9 U.S.C. section 203 and section 205 because this matter relates to an arbitration agreement falling under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958, 21 U.S.T. section 2517, T.I.A.S. section 6997, 330 U.N.T.S. section 3 (9 U.S.C. sections 201, et seq.); (2) 28 U.S.C. section 1334 because this case is "related to" a case under title 11; and (3) 28 U.S.C. section 1332 because there is diversity in citizenship. Defendants Hyman and GP GmbH did not consent to removal. GP GmbH has never appeared. The Court finds that removal was defective because Hyman did not consent to removal by VOV. There are three well-recognized exceptions to the rule that all defendants must join in the removal petitions to effect removal: (1) where the defendant was not yet served with process at the time the removal petition was filed; (2) where a defendant is merely a nominal, unnecessary, or formal party-defendant; and (3) where the removed claim is a separate and independent claim under 28 U.S.C. section 1441(c). In this case, although there is no record evidence that Hyman was ever served, Hyman voluntarily appeared by answering the complaint in state court. The case was removed on June 13, 2018, and Hyman did not indicate her consent to removal. The Trustee has also adequately alleged breach of fiduciary duties and corporate waste by Hyman. Viewing the factual allegations in the light most favorable to the Plaintiff, Defendants have not carried their burden of proving there is no possibility of recovery by the Trustee against Hyman. Therefore, Defendants have not proven Hyman was improperly joined as a Defendant. Accordingly, the removal is procedurally defective and the case should be remanded. Because removal was defective, it is recommended that Plaintiff's Motion to Remand (Doc. 8) be granted and this case be remanded to the Louisiana 28th Judicial District Court in LaSalle Parish. A copy of the Court's Recommendation dated Feb. 13, 2019 is available at https://bit.ly/2vftjVy from Leagle.com. Craig Jalbert, in his capacity as Chapert 11 Liquidating Trustee, Plaintiff, represented by Walter E. Dorroh, Jr. , Dorroh & Kendrick, Brent B. Barriere , Fishman Haygood, Catherine Elena Lasky , Lasky Murphy, Degan Skylar Rosenbloom , Fishman Haygood, Jason W. Burge , Fishman Haygood, Kerry A. Murphy , Lasky Murphy, Rebecca Sha , Phelps Dunbar & Rebekka C. Veith , Fishman Haygood. Peter Leibold, Anna Kathrin Leibold & Michael Leibold, Defendants, represented by Stephen H. Kupperman , Barrasso Usdin et al & Madison Sharko , Barrasso Usdin et al. Meranda Hyman, Defendant, represented by R. Joseph Wilson , Wilson & Wilson & Christie Clark Wood , Wilson & Wilson. V O V G m b H, Defendant, represented by Marshall M. Redmon , Phelps Dunbar, Jeremy T. Grabill , Phelps Dunbar & Kevin William Welsh , Phelps Dunbar. Meranda Hyman, Cross Claimant, represented by R. Joseph Wilson , Wilson & Wilson & Christie Clark Wood , Wilson & Wilson. About Louisiana Pellets Louisiana Pellets, Inc, and German Pellets Louisiana, LLC, are members of the "German Pellets" family of companies, which is a family of related companies centered in Wismar, Germany, operating in the wood pellets industry. LPI owns a wood pellet production facility located on 334 acres of land in Urania, Louisiana. The Facility is still under construction and is not yet fully complete or operational. GPLA is the general contractor for construction of the Facility. A contract is in place with E.ON UK PLC (a United Kingdom utility company) to purchase the wood pellet production from the Facility. LPI and PLA sought Chapter 11 protection (Bankr. W.D. La. Lead Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and delays in the course of construction of their still-to-be-completed wood pellet production facility. The petitions were signed by Anna-Kathrin Leibold, president and chief executive officer. The Hon. John W. Kolwe presides over the case. Louisiana Pellets estimated assets and debts at $100 million to $500 million. German Pellets estimated assets and debts at $50 million to $100 million. The Debtors tapped Locke Lord LLP as counsel. Henry Hobbs, Jr., acting U.S. Trustee for Region 5, appointed on March 15, 2016, five creditors of Louisiana Pellets Inc. and German Pellets Louisiana LLC to serve on the official committee of unsecured creditors. The Committee retained Jones Walker LLP as counsel and Cooley LLP as co-counsel. MACAULEY CONTRACTING: $210K Sale of Assets to Mike Beeler Approved ------------------------------------------------------------------ Judge Andrew B. Altenburg, Jr. of the U.S. Bankruptcy Court for the District of New Jersey authorized Macauley Contracting, LLC's sale of assets, consisting of trailers, tools and equipment, to Mike Beeler Equipment Services, Inc. for $210,300. The Assets are: (a) 2007 Cat Bulldozer D5GLGP S/N ending in 3619; (b) 2005 Cat Backhoe Model 42D S/N ending in 1698; (c) 2009 Cat Backhoe Model 420E S/N ending in 0625; (d) 2008 Cat Excavator Model 312CL S/N ending in 0096; (e) 2011 Cat Excavator Model 305DLR S/N ending in 1387; (f) 2013 Hamm Roller Model H13IX S/N ending in 0003; (g) 2015 Cat Skid Steer Model 289DXPS S/N ending in 4278; (h) 2001 Mack Dump Truck Model RD6905 S/N ending in 0304; (i) 2007 Talbert 25 Ton Trailer S/N ending in 7886; (j) 2016 Quality Trailer S/N ending in 4251; (k) 2017 Sure Trac Trailer S/N ending in 0284; (l) 2009 Wacker Trench Roller Model RT82SC2; (m) Honda Core Saw S/N ending in 3118; (n) Backhoe Forks; (o) Trench Box; and (p) Miscellaneous tools and equipment. The sale is free and clear of all Liens, with Liens to attach to the proceeds of the sale. The 14-day stay pursuant to Fed. R. Bankr. P. 6004(h) is waived. Macauley Contracting, LLC sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-10990) on Jan. 16, 2019. The Debtor tapped Maureen P. Steady, Esq., t Kurtzman | Steady, LLC, as counsel. MIDATECH PHARMA: Incurs GBP15.03 Million Net Loss in 2018 --------------------------------------------------------- Midatech Pharma reported its audited financial results for the twelve-month period ended Dec. 31, 2018. Midatech reported a net loss of GBP15.03 million on GBP1.93 million of total revenue for the year ended Dec. 31, 2018, compared to a net loss of GBP16.06 million on GBP989,000 of total revenue for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Midatech had GBP20.44 million in total assets, GBP3.52 million in total liabilities, and $16.92 million in total equity. As at Dec. 31, 2018, the Group had cash and cash equivalents of GBP2.34 million. Net cash outflow from operating activities for the year was GBP13.45 million (2017: GBP12.95 million). Including the sale of Midatech Pharma US, Inc. ("MPUS"), there was a net cash inflow from investing activities of GBP9.04 million (2017: outflow of GBP1.47 million). There was a net outflow from financing activities of GBP6.47 million including the repayment of the MidCap loan, early redemption fees, loan interest and finance lease charges (2017: inflow of GBP10.28 million). Overall, there was a net cash outflow for the year, before the effect of exchange rates on cash and cash equivalents, of GBP10.88 million (2017: outflow of GBP4.15 million), resulting in a year end cash balance of GBP2.34 million (2017: GBP13.20 million). The Group has experienced net losses and significant cash outflows from cash used in operating activities over the past years as it develops its portfolio. As at Dec. 31, 2018 the Group had an accumulated deficit of GBP89.72 million. "The long-term viability of the Group is dependent on its ability to generate cash from operating activities, to raise additional capital to finance its operations and to successfully obtain regulatory approval to allow marketing of the Group's development products. The Group's failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies," Midatech stated in a press release. Following the year end, Midatech concluded a fundraise in a Subscription, Placing and Open Offer. This raised proceeds of GBP13.4m before expenses and the new shares were admitted to AIM on Feb. 26, 2019. Commenting on the full year 2018 results, Midatech's Chief Executive Officer, Dr. Craig Cook, said: "2018 was a year of strategic refocusing of the business, with Midatech becoming a pure-play R&D company following the divestment of our US commercial operation in November, a major milestone for the Group. "We believe the Company has entered a new chapter in its growth as a streamlined R&D focused business with in-house manufacturing. We are now delivering on clinical milestones, with strong clinical data, and a compelling pipeline for our proprietary drug delivery platforms, all of which are now into the clinic. "We look forward to an exciting period ahead, creating value for all stakeholders." A full-text copy of the press release is available for free at: https://is.gd/bbMpy9 About Midatech Pharma Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of a pipeline of medicines for oncology and immunotherapy. The Company is developing a range of improved chemo-therapeutics or new immuno-therapeutics, using its three proprietary platform drug delivery technologies, all of which are in the clinic. Midatech is headquartered in Oxfordshire, with an R&D facility in Cardiff and a manufacturing operation in Bilbao, Spain. The report from the Company's independent accounting firm BDO LLP, in Reading, United Kingdom, the Company's auditor since 2014, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Midatech reported a loss before tax of GBP17.32 million in 2017 following a loss before tax of GBP29.32 million in 2016. As of Dec. 31, 2017, Midatech had GBP49.22 million in total assets, GBP14.54 million in total liabilities and GBP34.67 million in total equity. MILLERBERND SYSTEMS: $2.3M Sale of All Assets to Burwell Approved ----------------------------------------------------------------- Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the District of Minnesota authorized Millerbernd Systems, Inc.'s sale of substantially all assets to Burwell Enterprises, LLC or to an affiliate, for $2.25 million. The sale is free and clear of liens, claims, and encumbrances outside the ordinary course of business. The Debtor will set aside $900,000 of the sale proceeds designated for the purchase of Equipment under the APA in a segregated account until further order of the Court. Neither the Debtor nor any subsequent Liquidating Trustee is authorized to distribute any portion of such proceeds from the sale until further order of the Court. After resolution of the disputed secured claims of TCF Equipment Finance, Wells Fargo Equipment Finance, and Bluco Corp., the Debtor or any subsequent Liquidating Trustee (as is appropriate at the time), is authorized to satisfy the secured claims of TCF, WF, and Bluco based on such resolution. For the avoidance of doubt, the segregation of the $900,000 in sale proceeds attributable to the Equipment does not limit, in any way, the ability or right of TCF, WF, or Bluco to assert that their respective liens cover the full amount of indebtedness owed to each of them, respectively. The combined indebtedness owed by the Debtor to TCF, WF, and Bluco is less than $900,000. After such resolution of the disputed secured claims of TCF, WF, and Bluco, the Debtor or any subsequent Liquidating Trustee (as is appropriate at the time) is authorized to pay the secured portion of the Chase claim in the amount of $5,969 and the secured portion of HP Financial Services claim in the amount of $4,463. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will take effect immediately upon entry. About Millerbernd Systems Millerbernd Systems, Inc., is a manufacturer of sanitary stainless steel equipment serving the food & beverage, pharmaceutical, agri-food, industrial, utilites, wind energy and construction industries. It operates out of a 105,000-square-foot manufacturing facility in Winsted, Minnesota. Millerbernd Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23, 2018. In the petition signed by CEO Ralph Millerbernd, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael E. Ridgway oversees the case. Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy counsel. James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Goldstein & McClintock LLLP, as lead counsel; and Bassford Remele, P.A., as co-counsel. MR. STEVEN: Plan Confirmation Hearing Set for May 21 ---------------------------------------------------- Bankruptcy John W. Kolwe entered an order approving Mr. Steven, L.L.C. and Lady Eve, L.L.C.'s amended disclosure statement referring to their chapter 11 plan of reorganization. May 14, 2019 is fixed as the last date for filing written acceptances or rejections of the Plan, and to the confirmation of the Plan. May 21, 2019 at 10:00 AM is fixed as the date and time for hearing on confirmation of the Plan. That hearing will be held at 214 Jefferson Street, 1st Floor Courtroom, Lafayette, Louisiana. The Troubled Company Reporter previously reported that the Debtors have reached a settlement with SBN V FNBC LLC. A full-text copy of the Joint Amended Disclosure Statement dated April 1, 2019, is available at http://tinyurl.com/y3kb3gq2from PacerMonitor.com at no charge. About Mr. Steven Mr. Steven, L.L.C., is a privately held company in New Iberia, Louisiana, engaged in the business of offshore marine vessel leasing. Mr. Steven filed a voluntary petition for relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 18-51277) on Oct. 3, 2018. In the petition signed by Mr. Steven J. Miguez, manager, the Debtor disclosed $5,152,864 in assets and $23,651,405 in liabilities. Robin B. Cheatham, Esq., at Adams and Reese LLP, represents the Debtor. NAEEM W. BUTT: Court Dismisses Chapter 11 Bankruptcy Case --------------------------------------------------------- Bankruptcy Judge Paul R. Warren granted the U.S. Trustee's motion to dismiss the chapter 11 bankruptcy case of Naeem W. Butt. On Jan. 28, 2019, Naeem W. Butt filed a bare-bones Chapter 11 petition. Then, nothing happened in his bankruptcy case. Mr. Butt's bankruptcy case languished for two months, while uncured deficiencies piled up on the docket because of Mr. Butt's failure to attend to his obligations under Chapter 11. It is Mr. Butt's seemingly calculated inaction during the two months since the case was filed that raises issues of much concern to the Court. By filing his petition, Mr. Butt has received the benefit of the automatic stay, while failing to fulfill any of his obligations under Chapter 11 of the Code. Other than filing some of the missing schedules and statements during the past few days and providing some--but not all--of the documentation demanded by the UST, Mr. Butt has done nothing to fulfill his obligations under Chapter 11. The UST has demonstrated cause to convert or dismiss this case under 11 U.S.C. sections 1112(b)(1), (b)(4)(F), (b)(4)(G), and (b)(4)(H). The exceptions under section 1112(b)(1) and (b)(2) do not apply in this case. In the exercise of its discretion, the Court finds that dismissal of the Chapter 11 case is in the best interests of creditors and the estate. A copy of the Court's Decision and Order dated April 4, 2019 is available at: http://bankrupt.com/misc/nywb2-19-20076-48.pdf Naeem W. Butt filed for chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20076) on Jan. 28, 2019, and is represented by David H. Ealy, esq. of Trevett, Cristo, Salzer & Andolina P.C. NEW ENGLAND: Sets Bidding Procedures for All Eastern-Carrier Assets ------------------------------------------------------------------- New England Motor Freight, Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of New Jersey to authorize to authorize the bidding procedures in connection with the sale of substantially all of their Eastern Freight Ways, Inc. and Carrier Industries, Inc.'s assets at auction. The Debtors commenced the Chapter 11 Cases with the goal of liquidating all of their assets and maximizing value for all constituents. Although they have commenced the liquidation process, both Eastern and Carrier continue to operate their respective businesses. The Debtors, in their business judgment, have determined that a going concern sale of Eastern and Carrier through an open bidding and auction process is the best way to maximize the value of the Assets. Eastern is a truckload carrier, based in South Brunswick, New Jersey. Eastern was established in 1994 to provide premium truckload services to customers in the Northeast and Mid-Atlantic regions. All of its vehicles are equipped with the latest satellite technology for enhanced communication, shipment, tracking and increased efficiency. Eastern operates principally within short-to-medium haul traffic lanes. The majority of Eastern's dispatches are for overnight or same-day delivery. Carrier is a dedicated contract carriage services company, providing all aspects of supply chain management and logistical planning. The Debtors believe that the Sale process will allow the continued operations of Eastern and Carrier as a going concern under new ownership post-closing. Given the challenges facing the Debtors leading up to the commencement of the Chapter 11 Cases, the proposed process presents the best option for maximizing the value of these Debtors' estates and stakeholder recoveries. The Debtors believe that the solicitation of bids and a sale of the Assets on the timeline proposed herein allow them to maximize value for all stakeholders while minimizing administrative expenses. During this process, the will engage with interested parties, and attempt to attract interested parties that will participate in a competitive auction process contemplated by the Bidding Procedures. The Debtors propose that the hearing to approve the Bidding Procedures be held on April 8, 2019, with objections to the Bidding Procedures, if any, to be filed by April 3, 2019 at 4:00 p.m. (ET). They propose that the bid deadline be set for May 9, 2019 at 4:00 p.m. (ET), and that the auction of the Debtors' Assets, if required, be scheduled for May 14, 2019 at 10:00 a.m. (ET). The Debtors propose that the Court hold the hearing to approve the sale and enter the Approval Order on May 16, 2019 with objections to the relief requested in the Approval Order (other than with respect to the conduct of the Auction), if any, to be filed by May 6, 2019 at 4:00 p.m. (ET) and objections to the conduct of the Auction, if any, to be filed prior to the commencement of the Sale Hearing. In accordance with Local Rule 6004-1(a)(3), the material terms of the proposed sale pursuant to the Template Asset Purchase Agreement are: (1) Sellers: Eastern Freight Ways, Inc. and Carrier Industries, Inc. (2) Property to be Sold: Template Asset Purchase Agreement at Article 2.1. (3) Date, Time and Place of Sale: If the Debtors receive one or more Qualified Bids, they will conduct an Auction on May14, 2019 at 10:00 a.m. (ET) at the offices of Gibbons P.C., One Gateway Center, Newark, N.J. 07102, or at such other place and time as the Debtors will notify all Qualified Bidders and other invitees. The Debtors propose that the Sale Hearing be scheduled for May 16, 2019. (4) Purchase Price: There is no minimum consideration for the Assets provided for in the Template Asset Purchase Agreement. (5) Conditions of the Sale: The closing of the transactions contemplated by the Template Asset Purchase Agreement are set forth in Article III. (6) Deadline for Approval or Closing of Sale: The closing must occur by May 31, 2019. (7) Deposit and Forfeiture of Deposit: 10% percent of the purchase price in an escrow account established by the Debtors (8) Assumption and Assignment of Executory Contracts and Leases: The Template Asset Purchase Agreement provides for bidders to designate executory contracts and unexpired leases that such bidders want assumed and assigned in connection with the Sale. (9) Credit Bidding: The proposed Sale does not involve a credit bidding. (10) The Sale is free and clear of all Liabilities and Liens. By the Motion, the Debtors ask the entry of two orders: (a) the Bidding Procedures Order (i) approving the Bidding Procedures attached to the Bidding Procedures Order; (ii) approving the notice attached to the Bidding Procedures Order of the deadline to bid on the Debtors's Assets; (iii) setting the time, date and place of the Auction if one or more Qualified Bids are presented in a manner that conforms to the Bidding Procedures; (iv) scheduling the Sale Hearing on May 16, 2019, to consider the entry of the Approval Order; and (v) approving the notice attached to the Bidding Procedures Order of the Debtors’ intent to assume, assign, and/or transfer to the Successful Bidder or Back-Up Bidder, the contracts commitments, leases, licenses, permits, purchase orders and any other executory contracts and unexpired leases and the corresponding cure amounts required to be paid in connection with such assumption, assignment and/or transfer; (b) following the Sale Hearing, the Debtors ask the entry of the Approval Order pursuant to Sections 105(a) and 363(b), (f), and (m) of the Bankruptcy Code and Bankruptcy Rule 6004, (i) approving the sale of substantially all of the Debtors' Assets to the party holding the highest or otherwise best bid for the Assets free and clear of all liens, claims, encumbrances, and other interests (other than certain specified assumed liabilities), (ii) authorizing the Debtors to assume and assign to the Successful Bidder the Executory Contracts and Unexpired Leases; and (iii) granting related and ancillary relief. In addition, the Debtors ask the authority, subject to the terms of the Bidding Procedures Order, without the necessity of a further hearing or authorization of the Court in their discretion, to accept a stalking horse bid from a potential bidder and enter into a purchase agreement with such potential bidder, if they determine, in their discretion, that entry into such a Stalking Horse Purchase Agreement on such terms and conditions that they reasonably determine are in the best interests of their estates. As is customary, to enable the Debtors to enter into a Stalking Horse Purchase Agreement, the Debtors foresee that it may be necessary to afford a Stalking Horse Bidder certain bid protections such as a break-up fee and expense reimbursement. To that end, they ask authority, in their discretion, and without the necessity of a further hearing or authorization of the Court: (i) to agree to pay the Stalking Horse Bidder a break-up fee of up to 5%) of its Stalking Horse Bid as set forth in its Stalking Horse Purchase Agreement and reimbursement of its reasonable and documented out-of-pocket expenses and disbursements not to exceed $75,000, incurred in connection with its due diligence or Stalking Horse Bid if the Stalking Horse Bidder does not become the Successful Bidder at the Auction; and (ii) to amend or modify the Bidding Procedures as is necessary to facilitate such Stalking Horse Bid. They further ask that any such Bid Protections which are granted to a Stalking Horse Bidder within the parameters permitted by the Bidding Procedures Order be allowed as administrative expense claims in the Chapter 11 Cases under section 364(c)(1) of the Bankruptcy Code with priority over all expenses and which will be payable in cash to a Stalking Horse Bidder from the proceeds of a sale to a Successful Bidder within seven days of the Debtors' receipt of such proceeds. If they designate a Stalking Horse Bidder, the Debtors will within two business days thereof file a notice of such determination with the Court. They will select the highest or otherwise best Qualified Bid for substantially all of the Assets to be the starting bid at the Auction. In no event will any Qualified Bidder, other than a Stalking Horse Purchaser be entitled to seek a break-up fee, expense reimbursement or any similar bidding protections. Within three business days after entry of the Bidding Procedures Order, the Debtors (or their agent) will: (i) cause the Notice of Auction and Sale Hearing, and a copy of the Bidding Procedures Order to all Sale Notice Parties; (ii) serve the Notice of Auction and Sale Hearing on any other party appearing on the Debtors' creditor matrix; and (iii) provide electronic notification of the Motion, the Bidding Procedures Order and the Notice of Auction and Sale Hearing via the Court's electronic case filing website. In order to facilitate the sale of the Assets and the assumption, assignment, and/or transfer of the Executory Contracts and Unexpired Leases to the Successful Bidder contemplated thereunder, within three business days of entry of the Bidding Procedures Order, the Debtors will serve copies of the Bidding Procedures Order and the Notice of Assumption and Assignment on all parties-in-interest. Teh Adequate Assurance Objection Deadline is May 15, 2019 at 4:00 p.m. (ET). The Debtors ask that the Court waives the stay imposed by Bankruptcy Rule 6004(h). A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/New_England_Motor_335_Sales.pdf About New England Motor Freight New England Motor Freight, Inc. -- http://www.nemf.com/-- provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, New Jersey, and has terminals in the Northeast and Mid-Atlantic. New England Motor Freight and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019. At the time of the filing, New England Motor estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge John K. Sherwood. The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor & Preston, LLP as special counsel; Phoenix Executive Services, LLC, as restructuring advisor; and Donlin Recano as claims agent. NOBLE REY: $300K Sale of All Assets to Craft Equipment Approved --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Noble Rey Brewing Co, LLC's Asset Purchase Agreement with Craft Equipment, LLC or its designee or assignee in connection with the sale of substantially all assets for $300,000. A hearing on the Motion was held on April 18, 2019. The sale is free and clear of all liens, claims, other encumbrances, and interests including any such interests arising from any Proceeding as defined in the APA, with all such liens, claims, and interests attaching to the proceeds ultimately attributable to the Assets. Upon the closing of the sale, the Debtor is authorized to pay Chase Bank the sum of $200,000 and it is also authorized to pay at closing any outstanding ad valorem property taxes for tax year 2018 or prior. All remaining proceeds will be held by the debtor in the Debtor in Possession account until further order of the Court. The Order constitutes a final and appealable order within the meaning of 28 U.S.C. Section 158(a). Pursuant to Bankruptcy Rule 6004(g), any stay of the Sale Order during the 14-day appeal period following the entry of the Order is waived. About Noble Rey Brewing Co. Noble Rey Brewing Co., LLC, owns and operates a taproom offering homemade beers, ciders & meads, other local brews & regular live music. Noble Rey Brewing Co., LLC, filed its Voluntary Petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-34214) on Dec. 19, 2018. In the petition signed by Chris Rigoulot, managing member, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. The Debtor's counsel is Eric A. Liepins, P.C. NORANDA ALUMINUM: CalFirst Wins Summary Judgment Bid vs Boh Bros. ----------------------------------------------------------------- In the case captioned CALIFORNIA FIRST NATIONAL BANK v. BOH BROS. CONSTRUCTION CO., L.L.C., SECTION: "J"(5), Civil Action No. 16-2699 (E.D. La.), District Judge Carl J. Barbier granted California First National Bank's motion for summary judgment. This litigation arises out of two unpaid invoices for labor and materials Boh Bros. provided as part of an expansion project at Noranda Alumina, LLC's plant in Gramercy, Louisiana. Noranda filed for bankruptcy and never satisfied the invoices. Boh Bros. claims that CalFirst, as Noranda's lender, became the owner of the Project and that Boh Bros. and CalFirst entered into a contract that made CalFirst liable to pay the unpaid invoices. Boh Bros. advances two avenues of relief. First, Boh Bros. argues that CalFirst is liable for breach of contract. This claim requires the Court to accept several layered propositions. First, that CalFirst is the owner of the Project by virtue of Noranda and CalFirst's financing agreement. Second, that a "Supply Contract" was formed by the communications between Hebert and Brown; specifically, their e-mails regarding CalFirst's instruction that the invoices be marked as "Sold to [CalFirst]." Third, that CalFirst breached its implicit agreement by not paying the third and fourth invoices. CalFirst argues that summary judgment is appropriate because each proposition fails. First, CalFirst disputes that the financing arrangement was a "true lease." Rather, the arrangement was "disguised financing," whereby the agreement--although couched in the terms of a lease--was actually a loan secured by a security interest in the Project. This is proved by the fact that Noranda would own the property in exchange for a nominal purchase price of $1 upon completing the required payment schedule. Second, CalFirst opines that there has never been a contract between CalFirst and Boh Bros. Boh's position is that the Lease Agreement required a "Supply Contract." To satisfy this requirement, Brown entered CalFirst into a "Supply Contract" with Boh Bros. This contractual relationship was formed, says Boh Bros., when Hebert asked Brown whether CalFirst or Noranda was paying the invoices. When Brown responded that Boh Bros. should use a "Sold to California First National Bank" designation but send the invoices to Noranda first for approval, the "Supply Contract" was formed, and CalFirst became liable to Boh Bros. for the Project invoices, Boh Bros. argues. CalFirst, attacks this argument on multiple fronts, arguing that there was no intent on either side that a contract be formed, and that even assuming there was, Brown lacked actual or apparent authority to enter CalFirst into the alleged "Supply Contract." Third, CalFirst argues that even assuming all its other arguments fail, summary judgment is warranted because CalFirst met the terms of the alleged "Supply Contract." Hebert, Boh's representative said to have entered into the "Supply Contract" on Boh's behalf, testified the terms were that "CalFirst was going to be paying the invoices on behalf of Noranda . . . after Noranda approved them." CalFirst, argues it paid for the first two invoices, which were approved by Noranda, but did not pay Pay Apps. Nos. 3 and 4 because they lacked the required approval from Noranda. Citing the testimony of Brown, Boh Bros. argues that CalFirst did not send acceptance certificates to Noranda--a step required to set the approval process in motion. CalFirst counters by quoting Brown, who states the actual procedure was for Noranda to let CalFirst know which invoices it wanted to approve, and then CalFirst would fill out and return an acceptance certificate. Boh's second cause of action is for detrimental reliance. Boh claims it would not have mobilized to the site and continued construction if it were not for CalFirst's representations that it would pay the invoices. CalFirst argues that any representation it made could not have resulted in Boh changing its position, because Boh Bros. was bound by its contract to continue working on the job until Noranda was in default. In this case, Boh Bros. and Noranda agreed that Noranda would have 60 days to pay Boh's invoices. The earliest issued invoice that went unpaid, was dated 11/6/15. Accordingly, it appears that Noranda was not required to make its next payment under the Construction Contract until January 5, 2016. Boh's work under the Construction Contract was completed as of Nov. 24, 2015. Nothing in the record indicates this is a case like Shaw,where Boh Bros. would have had the right to walk away from the contract before Boh finished its work. Thus, the Court cannot agree that Boh "detrimentally changed its position" because of CalFirst's representation. Rather, Boh simply fulfilled its obligations under an existing contract, a contract that Noranda was never shown to be in breach of while Boh was performing its work. Moreover, the Court emphasizes that the alleged representation upon which Boh relied was that CalFirst would pay Noranda's invoices with Noranda's approval. As the Court found above, there is no evidence that CalFirst ever acted contrary to this representation. Summary judgment is warranted under the circumstances. A copy of the Court's Order and Reasons dated Feb. 13, 2019 is available at https://bit.ly/2ZoZnE9 from Leagle.com. California First National Bank, Plaintiff, represented by Mark A. Mintz -- mmintz@joneswalker.com -- Jones Walker, Angela Lui Walsh , California First National Bancorp, pro hac vice & Priscilla H. Douglas , California First National Bancorp, pro hac vice. Boh Bros. Construction Co., L.L.C., Defendant, represented by Michael R.C. Riess -- mriess@rllaw.com -- Riess LeMieux, LLC & Christy R. Bergeron -- cbergeron@rllaw.com -- Riess LeMieux, LLC. Boh Bros. Construction Co., L.L.C., Counter Claimant, represented by Michael R.C. Riess , Riess LeMieux, LLC & Christy R. Bergeron , Riess LeMieux, LLC. California First National Bank, Counter Defendant, represented by Mark A. Mintz , Jones Walker, Angela Lui Walsh , California First National Bancorp, pro hac vice & Priscilla H. Douglas , California First National Bancorp, pro hac vice. About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC, as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Office of the U.S. Trustee in February 2016 appointed seven creditors of Noranda Aluminum Holding Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as Committee counsel and Houlihan Lokey Capital, Inc., serves as Committee as financial advisor and investment banker. NOVUM PHARMA: Sale/Abandonment Procedures of De Minimis Assets OK'd ------------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Novum Pharma, LLC's procedures in connection with sale or abandonment of de minimis assets. The sale is free and clear of all Liens, if any, with the valid, perfected and unavoidable Liens of the Valid Lien Holders to attach to proceeds of the sales. The Debtor is authorized to sell the De Minimis Assets in accordance with these procedures: a. The De Minimis Asset Sale Procedures will apply only to the sales of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with an aggregate selling price equal to or less than $100,000. b. The Debtor is authorized to consummate such transaction(s) without further order of the Court if it determines in the reasonable exercise of its business judgment that such sales are in the best interests of the estate, subject to the procedures set forth. c. Any such transaction(s) will be free and clear of all Liens, if any, with the valid, perfected and unavoidable Liens of the Valid Lien Holders to attach to proceeds of the sales. d. The Debtor will file and serve written the Sale Notice to all Sale Notice Parties. e. The Notice Parties will have until 5:00 pm. (ET) on the tenth day after the date of service of the Sale Notice to object to the proposed sale. f. Any objection to a proposed sale must be filed and served on (i) the Notice Parties; (ii) the Debtor; and (iii) the counsel to the Debtor. g. Commencing May 31, 2019, and every month thereafter, the Debtor will file the Monthly Report with the Court listing all assets sold pursuant to the De Minimis Asset Sale Procedures for the preceding month, including the names of the purchasing parties and the types and amounts of the sales. If no written objection from any Notice Party is received prior to the expiration of the Notice Period, then the Debtor is authorized, without further notice and without further Court approval, to immediately consummate the proposed sale in accordance with the terms of the underlying contract(s) or other document(s), and to use the cash proceeds of such sale subject only to the rights of Valid Lien Holders. Upon the expiration of the Notice Period without the receipt of any objection, the proposed sale will be deemed final and fully authorized by the Court. Notwithstanding the De Minimis Asset Sales Procedures described, for any sale of De Minimis Assets with a sale price equal to or less than $1,000, the Debtor is authorized, without following the notice procedures required under the De Minimis Asset Sale Procedures or otherwise providing further notice or seeking further Court approval, to consummate the sale, and such Miscellaneous Sale will be deemed final and fully authorized by the Court. The Debtor is authorized to abandon De Minimis Assets in accordance with these procedures: a. The Debtor will file and serve the Abandonment Notice to the Notice Parties. b. The Notice Parties will have until 5:00 pm. (ET) on the tenth day after the date of service of the Abandonment Notice to file and serve on the Objection Parties a written objection to the proposed abandonment. If no written objection from any Notice Party is received, then the Debtor is authorized to immediately proceed with the abandonment. c. If a written objection to the Abandonment Notice is timely received from any Notice Party, then the relevant De Minimis Assets will only be abandoned upon either the consensual resolution of the objection by the parties in question or further order of the Court after notice and a hearing. The Debtor is authorized to take all actions as it deems reasonably necessary and appropriate to effectuate the relief granted pursuant to the Order in accordance with the Motion, including paying any necessary fees and expenses incurred in the sale or abandonment of De Minimis Assets (including, but not limited to, commission fees to agents, brokers, auctioneers and liquidators). Notwithstanding any provision in the Bankruptcy Rules to the contrary, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. About Novum Pharma Founded in 2015, Novum Pharma, LLC -- http://www.novumrx.com/-- is a global specialty pharmaceutical company which owns a portfolio of topical dermatology products that it purchased from Primus Pharmaceuticals, Inc., in March 2015. The dermatology products are marketed under the names Alcortin, Alcortin A, Quinja (formerly Aloquin) and Novacort. Each product is a fungicidal gel used to treat a variety of skin conditions. Novum Pharma sought Chapter 11 protection (Bankr. D. Del. Case No. 19-10209) on Feb. 3, 2019. Novum Pharma estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtor tapped Cole Schotz P.C. as general bankruptcy counsel; CR3 Partners, LLC, as financial advisor; Teneo Capital LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Office of the U.S Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. KLEHR HARRISON HARVEY BRANZBURG LLP is the committee's counsel. OPERATION SIMULATION: FirstBank Objects to Disclosure Statement --------------------------------------------------------------- Secured creditor FirstBank, successor by merger to Northwest Georgia Bank, files a limited objection to the Disclosure Statement and Plan of Reorganization of Operation Simulation Associates. According to the Creditor, the Debtor claims a "going concern sale" of its businesses would net a higher value than the liquidation of the Debtor's assets because the "goodwill" associated with a family-run business would disappear if sold. The Creditor complains that the Debtor does not indicate the value of the alleged "goodwill" or explain the significance of such goodwill to a lumber treating business such as the Debtor. The Creditor further complains that the Disclosure Statement includes various assertions by the Debtor regarding its indebtedness to FirstBank and the value of its assets, but provides no information as to the source of such assertions. The Creditor points out that the Debtor blames its inability to repay its debt obligations to FirstBank on "[v]ery large fees and interest rate escalations . . . beginning in December of 2014." The Creditor further points out that the Debtor makes no effort to identify the "[v]ery large fees" it asserts were applied, but the Debtor admits to making late payments. Moreover, the Creditor complains that the Debtor has failed to establish all confirmation requirements of Section 1129 of the Bankruptcy Code by a preponderance of sufficient, competent evidence because the Debtor proposes a Plan without a realistic possibility of success, the Debtor has not provided sufficient evidence that the Plan complies with Title 11 or is feasible. Attorneys for FirstBank: Justin Sveadas, Esq. Jamie Morton, Esq. BAKER DONELSON 633 Chestnut Street, Suite 1900 Chattanooga, TN 37450-1800 Phone: (423) 209-4184 Fax: (423) 752-9589 Email: jsveadas@bakerdonelson.com jmorton@bakerdonelson.com About Operation Simulation Associates Founded in 1983, Operation Simulation Associates provides software and services for the electric power industry with clients in the USA and worldwide. OSA is the developer of the PowrSym family of electric power system generation, transmission, and fuel supply models. Wabash Valley Wood Protection, Inc., is an Indiana corporation founded in 2017 for the purpose of purchasing and operating the Vincennes, Indiana pressure treating plant and distribution yard formerly operated as a division of Babb lumber Company. With the acquisition, Wabash is adding a new product line of UL fire rated lumber and plywood. Operation Simulation Associates, based in Ringgold, Georgia, and its affiliates sought Chapter 11 protection (Bankr. E.D. Tenn. Lead Case No. 18-14808) on Oct. 19, 2018. In the petitions signed by Roger A. Babb, president, Operation Simulation Associates estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities; and Wabash Valley Wood Protection, Inc., estimated $1 million to $10 million in assets and liabilities. The Hon. Shelley D. Rucker is the case judge. David J. Fulton, Esq., at Scarborough & Fulton, serves as bankruptcy counsel to the Debtors. OPPENHEIMER HOLDINGS: Moody's Alters Outlook on B2 CFR to Positive ------------------------------------------------------------------ Moody's Investors Service affirmed Oppenheimer Holdings, Inc.'s B2 corporate family rating and B1 senior secured debt rating, and changed Oppenheimer's outlook to positive from stable. Moody's has decided to withdraw its outlook on Oppenheimer's corporate family rating and senior secured debt rating for its own business reasons. Affirmations: Issuer: Oppenheimer Holdings, Inc. Corporate Family Rating, Affirmed B2 Senior Secured Regular Bond/Debenture, Affirmed B1 Outlook Actions: Issuer: Oppenheimer Holdings, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE Moody's said it affirmed Oppenheimer's ratings because it has maintained a modestly profitable franchise and diversified revenue base, and it continues to be committed towards maintaining sufficient investment in and focus on its risk management and compliance functions. Moody's said Oppenheimer's significant investment in risk management and controls in recent years has increased its operating costs, but should help reduce its historically elevated level of regulatory compliance issues that manifested in significant periodic regulatory penalties that increased the volatility of its earnings and constrained its creditworthiness. The company's debt/EBITDA (adjusted to capitalize operating leases) was 3.8x in 2018, which is a reasonably healthy level for its existing ratings, said Moody's. Moody's said the change in outlook to positive from stable reflects the potential for Oppenheimer's credit strength to improve over the next twelve to eighteen months. Moody's said Oppenheimer's earnings should benefit from a growing mix of advisory revenue, which tends to have more of a recurring and stable profile than transaction commission-based revenue. Moody's also said that Oppenheimer's profitability has been benefiting from higher short-term interest rates, which has resulted in higher cash sweep fees on client cash balances. If improvements in risk management and controls are sustained, there should be less likelihood of new regulatory compliance issues, said Moody's. Moody's said that Oppenheimer's ongoing consideration of creditors' interests in its operating and strategic decision-making priorities will remain a factor in its assessment of Oppenheimer's creditworthiness, particularly with respect to its utilization of excess cash holdings. Moody's said that since Oppenheimer's advisor headcount has reduced, partly because it has removed lower-performing advisors and those who had compliance issues, a well-priced and well-integrated acquisition of a financial advisory network that would benefit its scale and operating leverage could be positive for its creditworthiness. However, an expensive acquisition of an advisor group that has had significant compliance issues, or of a business outside of Oppenheimer's core advisory franchise, would be more challenging to integrate and manage, and could be credit negative. The utilization of the excess cash to reduce debt would be credit positive, said Moody's. Factors that could lead to an upgrade: - An improvement in profitability and debt leverage derived from organic growth or successful M&A transactions - Continued improvement in advisory revenue resulting in greater revenue diversification with less reliance on interest rates - Strong demonstration of an improved risk and control framework Factors that could lead to a downgrade: - Acquisitions outside of Oppenheimer's historical core competencies or in higher-risk business activities - A broad slowdown in revenue generation leading to a Debt/EBITDA ratio at or above 5.5x on a sustained basis - Any significant new issues in risk management or litigation PANNEL PARTNERSHIP: $3.4M Sale of Harris County Property Approved ----------------------------------------------------------------- Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas authorized Pannel Partnership, L.P.'s sale of approximately 13 acres of real property in Harris County, Texas and all improvements located thereon, to Hunter Farms & Timber, LLC for $3.4 million. The sale is free and clear of all liens, claims, interests and encumbrances. All liens against the Property will be paid at closing the undisputed portion of their claim. As to the disputed portion, the liens on the disputed amounts will attach to the sales proceeds in their existing state and priority and subject to all defenses thereto. In addition, the disputed amount of the indebtedness on any liens against the Property which is not paid at closing, will be kept either in the Debtor's DIP account or at the title company, One Nation Title, and will not be disbursed pending further Order of the Court. Notwithstanding anything to the contrary set forth, the sale is subject to, and not free and clear of, the 2019 real property tax liens. The 2019 real property taxes on the Property will be prorated at closing and will be assumed by the Buyer. The 2019 real property taxes on the Property will be the sole responsibility of the Buyer. The Debtor is authorized to pay reasonable closing costs as part of the sale. Eexcept for the parties that filed timely secured proofs of claim in the case against the Property, any party asserting a lien, claim, interest or encumbrance will file a pleading with the Bankruptcy Court setting forth the basis ofany lien, claim, interest or encumbrance on the Property within 14 days of the entry date of theOrder or any lien, claim, interest or encumbrance will be waived. The Court has determined that the stay imposed by Bankruptcy Rule 6004(g) will not apply to the transactions contemplated by the Order, for good cause shown, and the Order will be effective immediately upon entry. Pannel Partnership, L.P., is a privately-held company engaged in activities related to real estate. Pannel Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-35523) on Oct. 1, 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. Judge Jeff Bohm oversees the case. The Debtor tapped The Towber Law Firm, PLLC, as its legal counsel. PATRICK JOHANNES: 9th Cir. Affirms Confirmation of Ch. 11 Plan -------------------------------------------------------------- In the appeals case captioned DEBORAH JOHANNES, Appellant, v. PATRICK ALLEN JOHANNES, Appellee, No. 17-55749 (9th Cir.), the United States Court of Appeals, Ninth Circuit affirms the district court judgment affirming the bankruptcy court's confirmation of Deborah Johannes' ex-husband Patrick Johannes's Chapter 11 plan. On appeal, Deborah simply seeks an increased equalization payment for her community property interest in a business venture; any increased payment would be consistent with the plan's general structure, and no third party's rights would be affected. Patrick is not a good faith purchaser of Deborah's community property interest for purposes of this litigation because the central issue is the valuation of the property. Deborah contends that the bankruptcy court made a "math error" in calculating the value of her community property share in Foothills Consulting, Inc. There was no such error. The bankruptcy court accepted the total valuation of Foothills proposed by Patrick's expert, which included a discount because of litigation against the venture threatened by Deborah. The court then ordered an equalization payment to Deborah equal to the expert's valuation of her 25% share in Foothills. Deborah argues that the bankruptcy court erred in denying her motion for a new trial because she filed a post-trial notice offering to waive her claims against Foothills. The court did not abuse its discretion in deeming that filing "too little too late." Deborah knew at least eleven days before the two-day trial in the bankruptcy court that Patrick's expert would proffer testimony that her threat of litigation against Foothills affected its value, but she waited until two weeks after trial ended to file the conditional waiver; she offered no excuses either below or on appeal for her lack of diligence. A copy of the Court's Memorandum dated Feb. 13, 2019 is available at https://bit.ly/2XuxYyQ from Leagle.com. PERFORMANCE POOL: Seeks to Hire Hiratsuka as Accountant ------------------------------------------------------- Performance Pool Management Group, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire an accountant. The Debtor proposes to employ Hiratsuka & Associates, LLP to prepare financial reports and tax returns, and provide accounting advice necessary to administer its bankruptcy estate. John Moran, the primary accountant who will be providing the services, will charge an hourly fee of $180. His associate Julie Ehler will charge $90 per hour. Mr. Moran disclosed in court filings that he is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Hiratsuka & Associates can be reached through: John Moran Hiratsuka & Associates, LLP 4251 Kipling Street, Suite 410 Wheat Ridge, CO 80033 About Performance Pool Management Group Locally owned and operated since 1987, Performance Pool Management Group, Inc. -- https://www.perfpools.com – specializes in providing pool and spa services. It offers maintenance, repairs, remodeling and new construction services to commercial and residential clients. The company is also a retailer of ProTeam sanitizers, shocks, stabilizers, balancers and algaecides. Performance Pool Management Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-12522) on April 1, 2019. At the time of the filing, the Debtor disclosed $1,533,634 in assets and $2,288,811 in liabilities. The case is assigned to Judge Thomas B. McNamara. Kutner Brinen, P.C., is the Debtor's bankruptcy counsel. PERFORMANCE POOL: Taps Kutner Brinen as Legal Counsel ----------------------------------------------------- Performance Pool Management Group, Inc., received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen, P.C. as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services in connection with its Chapter 11 case. The firm holds a pre-bankruptcy retainer in the amount of $15,947 for payment of post-petition fees and costs. Jeffrey Brinen, Esq., at Kutner Brinen, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey S. Brinen, Esq. Kutner Brinen, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 Email: jsb@kutnerlaw.com About Performance Pool Management Group Locally owned and operated since 1987, Performance Pool Management Group, Inc. -- https://www.perfpools.com – specializes in providing pool and spa services. It offers maintenance, repairs, remodeling and new construction services to commercial and residential clients. The company is also a retailer of ProTeam sanitizers, shocks, stabilizers, balancers and algaecides. Performance Pool Management Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-12522) on April 1, 2019. At the time of the filing, the Debtor disclosed $1,533,634 in assets and $2,288,811 in liabilities. The case is assigned to Judge Thomas B. McNamara. Kutner Brinen, P.C. is the Debtor's bankruptcy counsel. PG&E CORP: Tort Claimants Panel Taps DSI as Financial Advisor ------------------------------------------------------------- The official committee of tort claimants of PG&E Corp. and Pacific Gas and Electric Company seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Development Specialists, Inc. as its financial advisor. The firm will advise the committee regarding the filing, processing and estimation of tort claims, and provide other financial advisory services with respect to the Debtors' liabilities and claims-related work. The firm's hourly rates are: Bradley Sharp $685 R. Brian Calvert $640 Thomas Jeremiassen $575 Eric Held $495 Nicholas Troszak $485 Shelly Cuff $360 Spencer Ferrero $350 DSI is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Bradley D. Sharp Development Specialists, Inc. Wells Fargo Center 333 South Grand Ave., Suite 4100 Los Angeles, CA 90071 Phone: 213.617.2717 Fax: 213.617.2718 Email: bsharp@DSIConsulting.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PHI INC: Seeks to Hire Jones Walker as Special Counsel ------------------------------------------------------ PHI, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Jones Walker LLP as its special counsel. The firm will provide corporate legal services, including various corporate governance, transactional, investigatory, regulatory and tax matters in connection with the Chapter 11 cases of PHI and its affiliates. The firm's hourly rates are: Senior Partners $450 - $550 Partners/Special Counsel $325 - $450 Associates $250 - $350 Legal Assistants $115 - $195 Jones Walker received a $300,000 retainer from the Debtors. Mark Mintz, Esq., a partner at Jones Walker, disclosed in court filings that his firm does not have any interests adverse to the Debtors' estates, creditors and equity interest holders. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Mintz disclosed in court filings that his firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtor, and that no Jones Walker professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Jones Walker represented the Debtors for 10 years prior to the petition date. The billing rates and material financial terms in connection with such representation have not changed post-petition other than due to annual and customary firm-wide adjustments to the firm's hourly rates in the ordinary course of its business, Mr. Mintz further disclosed. Jones Walker has consulted with the Debtors and agreed upon an approved budget and staffing plan for the firm's engagement, according to the Debtors' attorney. The firm can be reached through: Mark A. Mintz, Esq. Jones Walker LLP 201 St. Charles Ave New Orleans, LA 70170-5100 Direct: 504.582.8368 Fax: 504.589.8368 Email: mmintz@joneswalker.com About PHI Inc. PHI, Inc. -- http://www.phihelico.com-- is a provider of helicopter transportation services in the oil and gas industry, primarily transporting crews and materials, and in the healthcare and emergency medical services industry, primarily transporting patients. It is a publicly held company and provides services in the United States and abroad. As of the petition date, PHI owns or operates 238 aircraft worldwide, of which 17 are leased while eight are owned by the customer and operated by the company. The remaining 213 are owned by PHI. The company employs 2,218 people, including pilots, mechanics, medical and administrative staff. PHI and its affiliates sought protection under Chapter 11 of the Bankruptcy Code Bankr. N.D. Texas Lead Case No. 19-30923) on March 14, 2019. At the time of the filing, PHI had estimated assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion. The cases have been assigned to Judge Harlin DeWayne Hale. The companies tapped DLA Piper LLP (US) as their bankruptcy counsel; Jones Walker LLP as regular outside counsel; Houlihan Lokey Capital Inc. and FTI Consulting Inc. as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. QUALITY CONSTRUCTION: May 14 Plan Confirmation Objection Deadline ----------------------------------------------------------------- The Bankruptcy Court issued a revised order approving the Disclosure Statement explaining the second amended plan of reorganization of Quality Construction & Production, LLC, and Quality Production Management, LLC, to move the last date for filing written acceptances or rejections of the Plan from April 23, 2019, to May 10, and the last date for filing and serving objections to the Plan from April 23 to May 14. May 21, 2019 at 10:00 AM is fixed as the date and time for hearing on confirmation of the Plan. That hearing will be held at 214 Jefferson Street, 1st Floor Courtroom, Lafayette, Louisiana. About Quality Construction & Production LLC Quality Construction & Production, LLC, and its subsidiaries operate a group of oilfield service companies in the areas of onshore and offshore fabrication, installation, and production operations in Youngsville, Louisiana, and together employ approximately 850 people. The Company's onshore fabrication services include spool piping, production modules, manifolds, deck extensions, and riser guards and clamps. QCP's offshore services include hook-ups, facilities maintenance/upgrades, compressor installations and field welding. Quality Construction was founded by Nathan Granger and Troy Collins in 2001. Quality Construction & Production, LLC, and three affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on March 16, 2018. In the petition signed by Nathan Granger, president, Quality Construction estimated $10 million to $50 million in assets and debt. The Hon. Robert Summerhays is the case judge. The Debtors tapped Weinstein & St. Germain, LLC, as their bankruptcy counsel; Elmore Consulting, LLC, as financial consultant; and Donlin, Recano & Company as claims and noticing agent. The Office of the U.S. Trustee for Region 5 appointed an official committee of unsecured creditors on April 23, 2018. The Committee hired H. Kent Aguillard as counsel. RAVAGO HOLDINGS: Moody's Affirms B1 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service has affirmed Ravago Holdings America, Inc.'s B1 Corporate Family Rating and the B2 rating on its senior secured bank credit facility. The outlook remains stable. Rating affirmations: Ravago Holdings America, Inc. Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD5 from LGD4) Outlook actions: Ravago Holdings America, Inc. Outlook, Remains Stable RATINGS RATIONALE The rating affirmation reflects Ravago's consistent retained cash flow generation and sizable market position in the fragmented polymer distribution business, even though leverage is temporarily elevated. The expected increase in North American polyethylene capacity and long-lived diverse customer and supplier relationships also support the company's stable business position with good volume growth prospects. The ratings also consider Ravago's good liquidity, as well as its low maintenance capex requirements due to the asset-light business model. Capex is expected to be elevated in 2019 due to spending on a new warehouse in Texas and an expansion in Ohio. However, the rating is tempered by Moody's expectation for increasing price competition as new North American polyethylene capacity greatly exceeds demand growth, as well as further potential swings in working capital affecting cash usage and free cash flow. The low-margin nature of the plastics distribution business also limits Ravago's rating. While retained cash flow generation is strong, vast swings in working capital have resulted in a meaningful use of cash and will periodically impact free cash flow. The working capital increase the second half of 2018 was unusually large as customers de-stocked due to declining oil prices and weaker GDP growth in Europe and China. Based on reports from plastics and polymer producers, volumes in the first quarter of 2019 are likely to be weaker than 2018. However, Moody's expects that volumes will increase in the remainder of 2019, once demand in China and the US return to more normalized levels. Moody's expects Ravago to improve its adjusted debt leverage to low four times by the end of 2019, from 4.6x at the end of 2018. This de-leveraging is mainly due to expected decline in inventory to more normal levels, which will reduce the outstanding amount under the revolving credit facility. Sales growth will be mainly driven by volumes in 2019 due to oncoming ethylene capacity on the Gulf Coast. Ravago has started up a new distribution center in Baytown, TX to capture greater volumes. However, price pressure on plastic and rubber polymers will somewhat moderate earnings gains. Furthermore, increasing labor costs and higher freight expenses may compress margins to some extent in 2019. Ravago's good liquidity is supported by the expectation of positive free cash flow, cash balance of $23 million as of December 31, 2018, and a significant $870 million asset-based revolving credit facility. Moody's expects positive free cash flow in 2019 due to lower working capital levels. Operating cash flow should be sufficient to fund its capital spending including the relocation of an existing warehouse. The company reported $495 million outstanding revolver borrowings, leaving $375 million available as of December 31, 2018. The ABL credit agreement has a springing fixed charge coverage ratio set at 1.1x if availability falls below 15% of the commitment, which is not projected. The $325 million term loan due 2023 does not have any maintenance covenants and amortizes at 1% per year. Ravago does not have a history of paying dividends and targets to grow its business through bolt-on acquisitions, which could raise leverage temporarily. Moody's expects these transactions to be small and accretive. Moody's would consider an upgrade if the company improves its EBITDA margins to mid- to high-single digits and maintains strong credit metrics with adjusted Debt/EBITDA sustainably below 4.0x and Retained Cash Flow/Debt sustainably above 12%, while executing its acquisition growth strategy. Moody's would consider a downgrade if adjusted leverage were sustained above 5.5x, RCF/Debt fell and remained below 8%, or if there were substantial deterioration in liquidity. The principal methodology used in these ratings was Chemical Industry published in March 2019. Headquartered in Orlando, Florida, Ravago Holdings America, Inc. is a distributer and reseller of polymers and rubber in North America and Latin America. The company operates in two main segments, distribution and resale. Ravago had revenues of $4.7 billion in 2018 and is a subsidiary of Ravago SA. Ravago SA is involved in the global distribution, resale and compounding of commodity, engineering and specialty plastic and rubber polymers. REDIGI INC: U.S. Trustee Objects to Disclosure Statement -------------------------------------------------------- The United States Trustee for Region 21 objects to the disclosure statement and proposed plan filed by Redigi, Inc. The U.S. Trustee points out that the Debtor did not file its January 2019 and February 2019 monthly operating report and further points out the Debtor's December 2018 monthly operating report reflects funds of $38.55, the Debtor has insufficient funds to pay the U.S. Trustees fees due on April 30, 2019. The Trustee complains that the disclosure statement should state that the Debtor has not operated since prior to the bankruptcy petition date and should provide the date it ceased operations. The U.S. Trustee also complains that it cannot determine if tax returns are current. The Trustee asserts that if so, the Debtor has failed to obtain approval of the employment and payment of an accountant. According to Trustee, the disclosure statement should disclose the Debtor's officers and directors pre-petition, post-petition and post-confirmation and any fees paid or to be paid. The Trustee complains that the disclosure statement contains differing information regarding administrative claims, the liquidation analysis states administrative claims total $100,000 while projections include administrative claims of $250,000. The Trustee points out to the extent the Debtor needs more than $500,000, the source of funds and financing terms should be disclosed. The Trustee further points out the disclosure statement fails to provide treatment for the secured claim held by Adelman Matz, P.C. in the amount of $102,513.88 The Trustee asserts with the exception of litigation related to Capital Records, LLC, the disclosure statement fails to provide any discussion regarding existing litigation disclosed on the Debtor's schedules with an unknown value. The Trustee complains that the disclosure statement contains insufficient information and projections relevant to the creditor's decision to accept or reject the Chapter 11 plan. About ReDigi Inc. ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-20809) on August 3, 2016. The petition was signed by John Mark Ossenmacher, CEO. At the time of the filing, the Debtor had $250 in total assets and $6,590,000 in total liabilities. The Debtor employed Shraiberg, Landau & Page, P.A. as bankruptcy counsel, and Baker & Hostetler LLP as special counsel. No official committee of unsecured creditors has been appointed. REDONDO CONSTRUCTION: CLI, Remodelco Entitled to Interest Awards ---------------------------------------------------------------- Bankruptcy Judge Enrique S. Lamoutte denied Debtor Redondo Construction Corporation's Position as to Overpayment to Continental Lord, Inc. under the 15% Footnote Provision of the Supplement to Plan of Reorganization. The Court granted in part and denied in part, Lord's Opposition to Debtor's Position as to Alleged Overpayment Under the 15% Footnote Provision. The court denied Debtor's Objection to Remodelco’s Claim for Interest Payment. The court also denied Debtor's Renewed Objection to Reopening of the Case upon Recent Arguments Presented by Lord. After considering the facts presented, the court concludes that Lord and Remodelco are both entitled to their respective interest awards. However, the parties have not placed the court in a position to be able to determine the specific amount the interest award component should be. In the case of Lord, the Debtor has changed positions regarding both the principal amounts of the pass-through claim and the interest component that corresponds to Lord for its subcontractor claim. The footnote 1 that was included as part of the estate's claims and causes of action, in particular to the claim regarding the PR-2 Mayaguez, and which reads, "[a]s per an agreement of August 15, 1994, as amended, with Continental Lord, Inc., CLI is entitled to a 15% pass through from the recovery by Debtor, less proportioned expenses," references the Liquidating Agreement of August 15, 1994, as amended. Therefore, the parties must compute how the interest component must be distributed, "[a]s per the agreement of August 15, 1994, as amended, with Continental Lord, Inc., CLI is entitled to a 15% pass-through from the recovery by Debtor, less proportioned expenses," pursuant to the principles of contractual interpretation premised upon articles 1233- 1241of the PR Civil Code, 31 L.P.R.A. sections 3141- 3479. In the case for Remodelco's interest allocation, the only line item for which the Debtor presented two different figures was for the expense component. The court also finds that the Debtor's arguments regarding Remodelco's interest allocation are inconsistent with the position it has sustained throughout the duration of the adversary proceeding in which it represented that it had standing to assert the subcontractor claims of Lord and Remodelco because the PRHTA waived its Severin affirmative defense. Remodelco did not file a proof claim and was not included as a creditor in any particular class under the amended plan. Moreover, there was no Liquidating Agreement between Remodelco and the Debtor that was submitted before the court. However, despite having all of these alleged shortcomings, the Debtor included Remodelco as a pass-through claimant in the complaint brought forth in the adversary proceeding, and when the funds regarding the principal amounts for the three projects were finally disbursed in July 2012, Remodelco received its payment as to the principal amount of its pass-through claim. However, the Debtor nor the pass-through claimants received the prejudgment and post-judgment interest components pertaining to the principal amounts of their claims because that was a contested legal issue that was being litigated and finally became resolved on April 21, 2016. In the case of Remodelco, the parties need to clarify the expense component that should be deducted from the interest allocated to Remodelco. Under scenario 1, the expense component is in the amount of $8,666.10 resulting in a net interest payment of $65,473.57 and under scenario 2, the expense component is in the amount of $432, resulting in a net interest payment of $73,708. A copy of the Court's Opinion and Order dated April 8, 2019 is available at: http://bankrupt.com/misc/prb02-02887-11-2652.pdf Redondo Construction Corporation has been in the construction business for 30 years, and worked on many public and government projects. Redondo filed for chapter 11 protection (Bankr. D.P.R. Case No. 02-02887) on March 19, 2002, and the Bankruptcy Court confirmed the Debtor's chapter 11 plan on Oct. 6, 2005. REGENCY PARK: Liquidating Agent Seeks to Hire R.O.I. as Broker -------------------------------------------------------------- Eric Haley, the Chapter 11 liquidating agent appointed in Regency Park Capital 2011, Inc.'s bankruptcy case, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire a real estate broker. Mr. Haley proposes to employ R.O.I. Properties LLC and the firm's real estate broker, Beth Jo Zeitzer, to market for sale the motel owned by the Debtor in Goodyear, Ariz. There is a stalking horse bid of $3.125 million from Jaswant Signh Toor and a minimum bid increment for overbids of $50,000. In light of the stalking horse bid, R.O.I. has agreed to a commission structure as follows: Commission Commission Bid Amount Amount Percentage ---------- ---------- ---------- $3,125,000 $0 0% $3,175,000 $25,000 0.7874% $3,225,000 $50,000 1.5504% $3,275,000 $75,000 2.2901% $3,325,000 $100,000 3.0075% $3,375,000 $125,000 3.7037% $3,425,000 $150,000 4.3796% $3,475,000 $173,750 5% R.O.I. will receive 50% of each overbid until the firm reaches a maximum commission of 5%. Any bid of $3.475 million or greater will include a 5% commission of the total purchase price. As is customary in the industry, the real estate commission may be shared with a buyer's broker. The listing with R.O.I. will be for a period of six months, subject to renewed application to the court. Ms. Zeitzer disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. R.O.I. can be reached through: Beth Jo Zeitzer R.O.I. Properties LLC 2001 E. Campbell Ave., Suite 202 Phoenix, AZ 85016 Phone: 602-319-1326 Fax: 602-522-2014 Email: info@roiproperties.com About Regency Park Capital Regency Park Capital 2011, Inc., which conducts business under the name Super 7 Goodyear, operates the Super 8 Motel located at 840 N. Dysart Road, Goodyear, Ariz. The 90-room motel was purchased in 2011. The company operates under a franchise agreement with Super 8 Worldwide, Inc., and is subject to review to determine if it is in compliance with the standards demanded by the franchisor. Regency Park Capital 2011 filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-15280). Parker Schwartz, PLLC represented the Debtor as legal counsel. Eric M. Haley was appointed as Chapter 11 liquidating agent pursuant to the court's order confirming the Debtor's plan of liquidation. Mr. Haley hired Lane & Nach, P.C. as his attorney. REVOLUTION MONITORING: May 5 Deadline to Object to Plan ------------------------------------------------------- The Bankruptcy Court issued an Amended Order approving the disclosure statement explaining the Chapter 11 Plan of Revolution Monitoring, LLC, to correct the last day for filing and serving written objections to confirmation of the Plan. May 5, 2019, is fixed as the last day for filing and serving written objections to confirmation of the Plan. The original Disclosure Statement Order indicated the date as March 5. May 9, 2019 at 9:00 a.m. is fixed for the hearing on Confirmation of the Plan in the Courtroom of the Honorable Harlin Hale, 1100 Commerce Street, 14th Floor, Dallas, Texas. May 5 is also fixed as the last day for filing and serving written acceptances or rejections of the Plan in the form of a ballot. 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. ROSH TISH: Seeks to Hire Sobers Law as Legal Counsel ---------------------------------------------------- Rosh Tish Ventures, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Sobers Law, PLLC, as its legal counsel. The firm will represent the Debtor in negotiation with its creditors; advise the Debtor concerning the sale of its assets; assist in the preparation of a bankruptcy plan; and provide other legal services in connection with its Chapter 11 case. Vivian Sobers, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $400. Ms. Sobers disclosed in court filings that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Vivian C. Sobers, Esq. Sobers Law, PLLC 11 Broadway, Suite 615 New York, NY 10004 Telephone: (917) 225-4501 Email: vsobers@soberslaw.com About Rosh Tish Ventures Rosh Tish Ventures LLC is a single asset realty limited liability company formed in 2018 under the laws of the State of New York. Rosh Tish Ventures LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12694) on Sept. 6, 2018. On Jan. 3, 2019, the case was transferred to the U.S. Bankruptcy Court for the Eastern District of New York and was assigned a new case number (Case No. 19-40019). At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The case is assigned to Judge Nancy Hershey Lord. Sobers Law, PLLC, is the Debtor's legal counsel. RYDER CONTRACTING: Seeks to Hire Lawrence J. Ickes as Accountant ---------------------------------------------------------------- Ryder Contracting Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire an accountant. The Debtor proposes to employ Lawrence J. Ickes CPA to prepare tax returns, schedules and other financial reports. The firm's hourly rates are: Principal $250 Senior Accountants $125 Staff Accountants $75 Administrative Assistants $60 The firm has required a retainer fee in the amount of $1,000. Lawrence J. Ickes does not hold any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm maintains an office at: Lawrence J. Ickes, CPA P.O. Box 886 Lewisburg, WV 24901 Office: (304) 645-5914 Fax: (304) 645-5915 Email: ickescpa@suddenlinkmail.com About Ryder Contracting Inc. Ryder Contracting, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-20087) on March 4, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Frank W. Volk. The Debtor tapped the Law Office of John Leaberry as its bankruptcy counsel. RYDER CONTRACTING: Seeks to Hire Leaberry Law Firm as Counsel ------------------------------------------------------------- Ryder Contracting, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Leaberry Law Firm PLLC as its legal counsel. The firm will assist the Debtor's management in the preparation of a plan of reorganization; advise the management regarding the Debtor's rights, powers and duties under the Bankruptcy Code; and provide other legal services in connection with the Debtor's Chapter 11 case. Leaberry will charge an hourly fee of $300 for its services. The firm received $2,000 to pay the filing fees. Leaberry does not hold interest adverse to any creditor or "party-in-interest," according to court filings. The firm can be reached through: John F. Leaberry, Esq. Leaberry Law Firm PLLC 167 Patrick Street Lewisburg, WV 24901 Phone: 304-645-2025 Fax: 888-469-6631 Email: leaberry01@yahoo.com About Ryder Contracting Inc. Ryder Contracting, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-20087) on March 4, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Frank W. Volk. The Debtor tapped the Law Office of John Leaberry as its bankruptcy counsel. SAMSON RESOURCES: Court Grants Bid to Dismiss Nesses' Suit ---------------------------------------------------------- Magistrate Judge Charles S. Miller, Jr. granted the Defendants' motions to dismiss the case captioned Mr. and Mrs. Lloyd Odell Ness Plaintiffs, v. Samson Resources, Samson Investments, KKR (Kravis, Kohlberg, Roberts), Magnum Hunter, Bakken Hunter, ONEOK Partners, ONEOK, and OKS, Defendants, Case No. 4:15-cv-00063 (D.N.D.). Plaintiffs in this action seek a litany of damages and other relief based on largely conclusory allegations that defendants have engaged in an industry-wide scheme to defraud royalty and other mineral interest owners of the correct amounts owed to them on the production of natural gas, including from oil and gas wells in which plaintiffs have an interest. Plaintiffs are proceeding pro se despite the court's urging that they retain counsel. Following the first of several motions to dismiss, plaintiffs filed a document entitled "Amendment of Complaint." But, rather than restating and amending the allegations of the original complaint, plaintiffs' amendment attempts to expand upon the parties that plaintiffs claim they are suing and plead additional acts committed in furtherance of the purported fraud--at least as best this court can decipher it. Plaintiffs allege in the complaint that they have an interest in the production from a number of wells that have been drilled in Divide County, North Dakota. The complaint alleges that defendant Samson Resources is the operator of all but one of the wells and defendants Bakken Hunter and Magnum Hunter are the operators of the remaining well. While alleging that they have an interest in the production from the wells, plaintiffs have not alleged the basis of their claimed interests, e.g., making reference to any deeds, leases, wills, pooling orders, or pooling agreements that might give rise to and govern the scope of their interests. Also, plaintiffs have not alleged the amount of their interests. In the amendment, plaintiffs attempt to expand upon the defendants they claim are being sued by setting forth a long list of entities, purportedly related to either KKR or the Samson defendants, who have never been served and who have otherwise not appeared in this action. Aside from that, the fourteen-page amendment sets forth additional allegations with respect to the purported interrelationships among the original defendants and those that plaintiffs intend to add along with repeating a number of the conclusory allegations of fraud and wrongdoing on the part of the entities. In responding to plaintiff's pleadings, most of the defendants have taken the position that, while they believe the attempted amendment was not proper, it does not make a difference since the complaint would have to be dismissed as to them even if the attempted amendment was given effect. Bakken Hunter and Magnum, on the other hand, argue that the only viable pleading is the amendment and, since the amendment (as opposed to the complaint) contains no specific allegations directed to them, they must be dismissed from the action for that reason alone. Normally, the court would not dismiss the complaint of a pro se plaintiff for pleading deficiencies without first affording an opportunity to correct them. But here, plaintiffs have had more than sufficient opportunity in responding to the initial and supplemental motions to move to amend their pleadings--or least offer something which suggests that they have a plausible claim if the court was to afford them a further opportunity to amend--and they have not done so. Further, the inability of Ness to prove to the bankruptcy court that there was anything nefarious about the manner in which the gas was being sold and the mineral interest owners being compensated by Samson Resources--including the use of the "net back" method of valuation and offsetting of the excess gas expenses against the amounts payable on the oil production that were the primary focus of Ness's complaints--makes it improbable here that plaintiffs will be able to amend the pleadings to state a plausible claim for violations of federal law or some overarching scheme to defraud that they appear to be attempting to make. And, if plaintiffs believe they have some other cause of action that has not been pled, then they need to commence a new action, which may have to be in state court unless they can satisfy the requirements for diversity of citizenship. A copy of the Court's Order dated Feb. 15, 2019 is available at https://bit.ly/2GD1ETN from Leagle.com. Lloyd Odell Ness, as himself, propria persona, Plaintiff, pro se. Mary Patricia Ness, as herself, propria persona, Plaintiff, pro se. Samson Resources, Samson Investments & KKR, Defendants, represented byLawrence Bender, Fredrikson & Byron, PA. Magnum Hunter & Bakken Hunter, Defendants, represented by S. Thomas Throne, Throne Law Office, P.C., Alexis Anne Klatt, Throne Law Office, P.C. &Jacob T. Haseman, Throne Law Office, P.C. ONEOK Partners, ONEOK & OKS, Defendants, represented by John W. Morrison, Jr. , Crowley Fleck PLLP. About Samson Resources Corporation Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and CFO, signed the petition. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC, serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. The Debtors have filed a plan of reorganization. The Creditors' Committee has filed a competing plan of liquidation. The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware entered on Feb. 13, 2017, an order confirming Samson Resources Corporation, et al.'s plan of reorganization. SILVER SCREEN: 2 Creditors Object to Disclosure Statement --------------------------------------------------------- Silver Screen Supply, LLC, and HT2, LLC, object to the Disclosure Statement for the Chapter 11 Plan of Reorganization for Silver Screen Rentals. The Creditors object to the Approval of the Disclosure Statement because the Debtor has failed to comply with the terms of the Settlement Agreement. The Creditors complain Debtor has failed to comply with the settlement Agreement by delaying and/or insinuating that the Creditors are requesting additional equipment. Attorneys for Silver Screen Supply, Inc. and HT2, LLC: Robin B. Cheatham, Esq. Lisa M. Hedrick, Esq. ADAMS AND REESE LLP 701 Poydras Street, Suite 4500 New Orleans, LA 70139 Phone: (504) 581-3234 Fax: (504) 566-0210 Email: robin.cheatham@arlaw.com lisa.hedrick@arlaw.com 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. SKYMARK PROPERTIES: Plan Proposes 2 Options for Unsecureds ---------------------------------------------------------- Skymark Properties III, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement in support of its chapter 11 plan of reorganization. The Plan provides for the curing of defaults under Debtor's Note and Security Agreement with its secured lender, and reinstatement of those contracts, such that only the pre-petition delinquency will be paid through Plan payments and the Debtor will resume normal payments pursuant to the Note. The Plan also provides for the payment of all Allowed Claims with interest, except to the extent holders of general, unsecured claims elect to take a discounted, lump-sum payment in settlement of their claims, through the continued business operations of CBE. Class IV under the plan consists of the Allowed Claims of general unsecured creditors. Allowed Class IV Claimants will be entitled to elect, by written notice to Debtor and Debtor's counsel within 45 days of the effective date, to receive either (a) a lump-sum payment equal to 50% of such Allowed Class IV Claim on or before the 90th day after the Effective Date ("Option A"), or (b) payment in full of such Allowed Class IV Claim, with interest at the rate of 4.5%, in quarterly installments beginning on the first day of the second calendar quarter more than 60 days after the Effective Date, and continuing on the first day of each calendar quarter thereafter ("Option B"). The installment payments will be an amount equal to the Debtor's cash on hand on the date of such payment, less that month’s budgeted operating expenses and a reserve of $5,000. On the date of the 12th quarterly payment, if not paid in full prior to said date, Class IV Claimants who have elected Option B will receive a lump sum payment of the balance due. Class IV Claimants who do not deliver timely elections to be treated under Option A or Option B may be treated under either Option A or Option B in the Debtor's discretion. The Reorganized Debtor will pay all Claims from the income from its business operations, additional capital contributed by the Debtor’s member, and funds restored by MGI from which real property taxes and property renovations will be paid. A copy of the Disclosure Statement is available at https://tinyurl.com/y56ebxfu from Pacermonitor.com at no charge. About Skymark Properties III Skymark Properties III, LLC, is the owner of an office building located at 1590 Adamson Parkway, Motrow, Georgia 30260. Skymark Properties III sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-71708) on Dec. 28, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The petition was signed by Troy Wilson, authorized agent. Wolfson Bolton PLLC serves as the Debtor's counsel. SOLUTIONS BY DESIGN: Taps Rodriguez Perez as Accountant ------------------------------------------------------- Solutions By Design, Inc., received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Rodriguez Perez & Associates, Inc. as its accountant. The firm will assist the Debtor in the preparation and review of its monthly operating reports and tax returns; provide bookkeeping services; prepare financial projections and analysis required to formulate its Chapter 11 plan; and supervise its accounting affairs and operations. Efrain Rodríguez Jr., the firm's accountant who will be providing the services, will charge $55 per hour. Mr. Rodríguez disclosed in court filings that he is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Rodriguez Perez can be reached through: Efrain Rodríguez Jr. Rodriguez Perez & Associates, Inc. D-11 Betances Avenue Hermanas Davila Bayamon, PR 00959. Tel: (787)370-9751 Email: rodzperez@live.com About Solutions By Design Solutions By Design Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 18-06886) on Nov. 28, 2018, disclosing under $1 million in assets and liabilities. The case has been assigned to Judge Brian K. Tester. The Debtor is represented by Nilda M. Gonzalez Cordero, Esq., at Gonzalez Cordero Law Offices. SPARKLE'S HAMBURGER: Unsecureds to Get Payments Over 36 Months --------------------------------------------------------------- Sparkle's Hamburger Spot, LLC, filed an amended Chapter 11 Plan and accompanying disclosure statement to provide that holders of General Unsecured Claims in Class 4 will receive Pro Rata payments of $1,200 in Cash with payments to be made semi-annually for a period of 36 months, instead of 84 months as provided in the original Plan. Holders of Allowed Secured Claims in Class 1 will receive Pro Rata payments of $1,200 in Cash with Semi-Annual Payments for a term of 72 months, instead of 84 months provided in the original Plan. The proposed plan is contingent upon the Debtor's ability to continue to earn income from continued operations of its casual eateries. SHS intends on relocating from the Emancipation Restaurant on or about June 2019 due to the sale by the landlord of the Emancipation Restaurant and there may be the potential loss of customers from the Emancipation Restaurant and additional operating costs associated with opening a new restaurant location. The Debtor anticipates less cash flow due to increased costs associated with the move of the Emancipation Restaurant but expects increased income in 2020 due to its reputation in the community and its long standing customer base. The Debtor rejected its lease with Didian Rentals, Inc., on October 4, 2018, for the Telephone Road Restaurant and to the extent Didian is entitled to assert a general unsecured claim against the Debtor, it will be treated pursuant to Paragraph 5.1.4 of the Plan as the lease was timely rejected under 11 U.S.C. Section 365. A redlined version of the Amended Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y4r369ww from PacerMonitor.com at no charge. Attorneys for the Debtor are Adam Corral, Esq., Susan Tran, Esq., and Brendon Singh, Esq., at Corral Tran Singh, LLP, in Houston Texas. About Sparkle's Hamburger Spot Sparkle's Hamburger Spot, LLC, is a Texas limited liability company incorporated on March 28, 2016 but has been in operations since 2006. It owns and operates three casual dining restaurants that specialize in serving made-to-order hamburgers and sandwiches. Sparkle's Hamburger Spot sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-33184) on June 8, 2018. In the petition signed by Sparkle C. Steels, manager, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. SUNTEC ALUMINUM: Seeks to Hire Cape Coral as Accountant ------------------------------------------------------- Suntec Aluminum LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an accountant. The Debtor proposes to employ Cape Coral Accounting Service, Inc., to assist in the preparation of its monthly operating reports, tax returns, schedules and statement of financial affairs, operating budget required by the Office of the U.S. Trustee, and liquidation analysis and other items necessary for plan confirmation. Lori Moore, the firm's accountant who will be providing the services, will charge $175 per hour. The retainer fee is $1,500. Cape Coral does not represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Lori L. Moore Cape Coral Accounting Service, Inc. 3501 Del Prado Blvd. S, Suite 212 Cape Coral, FL 33904 Phone: 239-542-2558 Fax: 239-542-2320 Email: lmoore@capecoralaccounting.com About Suntec Aluminum LLC Suntec Aluminum LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01888) on March 6, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Caryl E. Delano. The Debtor is represented by the Law Office of Leon A. Williamson, Jr. P.A. TANGO TRANSPORT: Ct. Rejects Navistar Partial Summary Judgment Bid ------------------------------------------------------------------ District Judge Amos L. Mazzant denied Defendants Navistar International Corporation, Navistar Inc., Navistar Leasing Company, Navistar Financial Corporation, Navistar Leasing Services Corporation, and ITA Truck Sales & Services, LLC's Motion for Partial Summary Judgment in the case captioned CHRISTOPHER MOSER as Plan Trustee of the Trust Under the Amended Joint Plan of Liquidation of Tango Transport, LLC, et al., v. NAVISTAR INTERNATIONAL CORPORATION, et al., Civil Action No. 4:17-CV-00598 (E.D. Tex.). In October 2014, Tango Transport, LLC; Tango Logistx, LLC; Gorman Group, Inc.; Tango Truck Services, LLC; Tango Enterprises, Inc.; and GMGO, LLC sued Defendants in Louisiana state court. Defendants filed Exceptions to Tango's state-court claims. However, before the state court heard Defendants' Exceptions, the parties executed a Receipt, Release, and Settlement of all Claims and Indemnity Agreement ("Settlement Agreement"). Pursuant to the Settlement Agreement, Tango filed a Motion to Dismiss Suit with Prejudice. In a one-sentence order, the state court granted Tango's motion and dismissed the case with prejudice on Sept. 22, 2015. On April 6, 2016, Tango filed a Chapter 11 Voluntary Petition for Bankruptcy. On Nov. 18, 2016, Christopher Moser, as Plan Trustee of the Trust under the Amended Joint Plan of Liquidation of Tango, filed this adversary proceeding. On Dec. 19, 2017, the Court, adopting the Report and Recommendation of the United States Bankruptcy Judge, withdrew the reference of the adversary proceeding to the Bankruptcy Court. In this proceeding, the Trustee seeks to avoid the Settlement Agreement under 11 U.S.C. section 544(b)(1), 548, and 550. On April 11, 2018, Defendants filed their Motion for Partial Summary Judgment. Defendants contend that the Fifth Circuit's holding in Besing mandates summary judgment on the Trustee's claims as a matter of law. To succeed on a constructive fraudulent transfer claim under section 548, the Trustee must show that the debtors "received less than a reasonably equivalent value in exchange for such transfer or obligation." In Besing, the Fifth Circuit considered whether a Texas state court's judgment constituted a transfer for reasonably equivalent value as a matter of law. Defendants argue the Dismissal Order operates like the Texas sanction order and judgment in Besing. Defendants contend that as a matter of law, the Court must enter partial summary judgment because the Dismissal Order was an adjudication on the merits of the Trustee's state-law claims. Therefore, Defendants claim the Trustee cannot prove that the debtors received less than reasonably equivalent value for their claims under section 548. The Court disagrees as Besing is distinguishable from this case. Besing stands for the important principle that federal courts must respect the disposition of state-law claims by state courts. Defendants argue that allowing the Trustee to proceed on its claims violates the principle stated in Besing. The Court disagrees because the "transfer" at issue occurred because of the Settlement Agreement, not the Dismissal Order. Further, the constructive fraud alleged by the Trustee occurred when the parties signed the Settlement Agreement, not when the state court granted the uncontested motion. The Defendants' motion for summary judgment is, therefore, denied. A copy of the Court's Memorandum Opinion and Order dated Feb. 13, 2019 is available at https://bit.ly/2VYDMQG from Leagle.com. Tango Transport, LLC, Defendant, represented by Keith William Harvey, The Harvey Law Firm, PC. Christopher J Moser, as Plan Trustee of the Trust under the Amended Joint Plan of Liquidation of Tango Transport, LLC, Plaintiff, represented by Angela J. Somers -- asomers@rctlegal.com -- Reid Collins & Tsai LLP, David Benjamin Thomas -- dthomas@rctlegal.com -- Reid Collins & Tsai, LLP, J. Benjamin King , Reid Collins & Tsai, LLP & Yonah Jaffe -- yjaffe@rctlegal.com -- Reid Collins & Tsai LLP. Navistar International Corporation, Navistar, Inc. & ITA Truck Sales & Service, LLC, Defendants, represented by James Jay Lee, Vinson & Elkins LLP, Lance Blake Williams, McCranie Sistrunk Anzelmo Hardy McDaniel & Welch, LLC, pro hac vice, Angela Nicole Offerman, Kane Russell Coleman & Logan PC, Clayton James Callen, Hartline Dacus Barger Dreyer, LLP, Jadd Fitzgerald Masso, Clark Hill Strasburger, Jeffrey Scott Patterson, Hartline Dacus Barger Dreyer, LLP, Jordan Elizabeth Jarreau, Hartline Dacus Barger Dreyer, LLP, Kevin M. Jakopchek, Latham & Watkins LLP, Michael P. Ridulfo, Kane Russell Coleman & Logan PC, P. Michael Jung, Clark Hill Strasburger, Quincy T. Crochet, McCranie Sistrunk Anzelmo Hardy McDaniel & Welch, LLC & Rebecca Lynn Petereit, Vinson & Elkins LLP. Navistar Leasing Company, Navistar Financial Corporation & Navistar Leasing Services Corporation, Defendants, represented by Michael P. Ridulfo, Kane Russell Coleman & Logan PC, Angela Nicole Offerman, Kane Russell Coleman & Logan PC, James Jay Lee, Vinson & Elkins LLP, Jordan Elizabeth Jarreau, Hartline Dacus Barger Dreyer, LLP, Lance Blake Williams, McCranie Sistrunk Anzelmo Hardy McDaniel & Welch, LLC & Rebecca Lynn Petereit, Vinson & Elkins LLP. Christopher J Moser, Trustee, represented by Angela J. Somers, Reid Collins & Tsai LLP, J. Benjamin King, Reid Collins & Tsai, LLP & Yonah Jaffe, Reid Collins & Tsai LLP. About Tango Transport LLC Tango Transport, LLC, provides dry van and flatbed services. It offers over-the-road truckload services; and dedicated/private fleet conversion, expedited, third party logistics, heavy hauling, and brokerage services. The company also provides logistic services, including warehouse and distribution, warehouse management, inventory control, freight payment and audit, and transportation control services; and reverse logistics solutions. It serves Fortune 500 companies in the United States. The company was founded in 1991 and is based in Shreveport, Louisiana. It operates a terminal in Shreveport, Louisiana; and facilities in Sibley, Louisiana; West Memphis, Arkansas; and Madisonville, Kentucky. Tango Transport, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-40642) on April 6, 2016. The petition was signed by B.J. Gorman, president of Gorman Group, Inc., sole member of the Debtor. The Debtor is represented by Keith William Harvey, Esq., at The Harvey Law Firm, P.C. The Debtor estimated assets of less than $50,000 and debts of $10 million to $50 million. On April 26, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Heller Draper Patrick Horn & Dabney, LLC, serves as counsel while Stillwater Advisory Group, LLC, serves as financial advisor. On Dec. 21, 2016, the court confirmed the Debtor's joint plan of liquidation and the plan trust agreement, which called for the appointment of Christopher J. Moser as plan trustee. TOWN STAR: May 7 Plan Confirmation Hearing ------------------------------------------ The Disclosure Statement explaining Town Star Holdings, LLC's Chapter 11 Plan of Liquidation is conditionally approved. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on May 7, 2019 at 10:00 AM. Any written objections to the Disclosure Statement will 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 and served no later than seven (7) days before the date of the Confirmation Hearing. 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. VEHICLE ALIGNMENT: Secured Creditors to Get 100% Over 7 Years ------------------------------------------------------------- Vehicle Alignment, Brake & Tires Inc. filed a second amended Chapter 11 Plan and accompanying disclosure statement to provide that secured creditors will be paid in in full with interest within seven years of the Plan's effective date, instead of the four years provided in the previously filed Plan. A redlined version of the Second Amended Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y26yzrm5 from PacerMonitor.com at no charge. Counsel for Vehicle Alignment, Brake & Tires Inc., are William J. Factor, Esq., and Jeffrey K. Paulsen, Esq., at Factorlaw, in Chicago, Illinois. About Vehicle Alignment Vehicle Alignment, Brake & Tires, Inc., d/b/a Lucas Tires, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-12071) on April 25, 2018. In the petition signed by its owner, Richard Lucas, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. The Hon. Jacqueline P. Cox oversees the case. The Debtor is represented by William J. Factor, Esq. at the Law Office Of William J. Factor, Ltd. WAYNE BAILEY: Court Allows Objection to Southern Roots' PACA Claim ------------------------------------------------------------------ Bankruptcy Judge Stephani W. Humrickhouse entered an order allowing Debtor Wayne Bailey, Inc.'s objection to the Perishable Agricultural Commodities Act (PACA) Claim of Southern Roots Farming Company, LLC. In its Amended PACA Claim, filed on July 17, 2018, Southern Roots asserts a claim in the amount of $1,882,944.67 and contends that this full amount is entitled to statutory trust protection pursuant to PACA. The debtor's objection asserts that: 1) Southern Roots "was not the grower of, and had no actual ownership interest in, the 2017 sweet potato crop reflected in the invoices attached to the PACA Proof of Claim and therefore, "Southern Roots is therefore not eligible for PACA trust benefits;" 2) that the Grower Agreements entered into between the debtor and Southern Roots created payment terms in excess of those prescribed by PACA; and 3) the payment terms contained in the Grower Agreements conflicted with the payment terms contained in the invoices. The CFG Financial Services, LLC objection asserts that: 1) since Southern Roots "was not a supplier, seller or agent who transferred ownership, possession or control of the sweet potatoes identified in the invoices issued by Southern Roots, [Southern Roots] is not entitled to assert the benefits of a PACA trust," and 2) the PACA waiver executed by George Wooten is binding upon Southern Roots and waives the PACA claim in its entirety, or alternatively, to the extent of George Wooten's 50% ownership interest in Southern Roots. The SP Funding, LLC Objection asserts that the Southern Roots PACA Claim was waived by George Wooten. In the CFG Supplemental Objection filed after the hearing held on Oct. 25, 2018, CFG asserted an additional argument that incorporated the position of the debtor taken in its objection by contending that the payment terms between the parties exceeded those allowed under PACA statutes and regulations. In response, Southern Roots maintains that 1) it is the proper holder of the PACA claim because it "transferred ownership, possession or control of the potatoes," 2) the waiver executed by George Wooten does not waive Southern Roots' PACA rights, and 3) the payment terms between the parties do not exceed those allowed under PACA statutes and regulations. The competing positions of the parties direct the court's focus to the Grower Agreements. The debtor entered into four Sweet Potato Grower's Agreement, Right of Entity, Security Agreement and Pledge of Collateral with Southern Roots for the 2017 growing season. The parties do not disagree regarding the import of the "growing" portion of the Grower Agreements. It provides terms pursuant to which sweet potatoes are planted, grown and harvested on the grower's land--the debtor contributes plants, labor, equipment and expertise and the grower contributes land, pesticides, fertilizer and cultivation expertise. The parties clearly have agreed to a price. They have also placed an outside due date of Dec. 1, 2017 before interest begins to accrue. The court therefore concludes that the Grower Agreements set forth payment terms. Both the debtor and CFG assert that the Grower Agreement terms which vest title in the sweet potatoes in the debtor upon harvest and gathering of the sweet potatoes set the date of acceptance at the point, not the later packing date asserted by Southern Roots. The court agrees. Since the packing dates could, and the court assumes do, in fact, significantly post date the harvest date, i.e., in excess of 30 days, the payment terms set forth in the Grower Agreements render the invoices PACA ineligible. Furthermore, 7 C.F.R. section 46.46(e)(1) provides that if a pre-transaction agreement between the parties sets forth a date in excess of 10 days (but not more than 30) for payment, such term must be set forth on the invoices related to the transactions. Although the invoices set forth payment terms of 105 days, they do not set forth the terms provided in the Growers Agreements. For that reason as well, the invoices are PACA ineligible. Based on the foregoing, Objections to the PACA Claim of Southern Roots are allowed. The bankruptcy case is in re: WAYNE BAILEY, INC., Chapter 11, Debtor, Case No. 18-00284-5-SWH (Bankr. E.D.N.C.). A copy of the Court's Order dated Feb. 14, 2019 is available at https://bit.ly/2UJOazn from Leagle.com. Wayne Bailey, Inc., Debtor, represented by Laurie B. Biggs, Stubbs & Perdue, PA, Gregory B. Crampton, Nicholls & Crampton, P.A., Joseph Zachary Frost, Stubbs & Perdue, P.A. & Trawick H. Stubbs, Jr., Stubbs & Perdue, P.A. John C. Bircher III, Trustee, Plan Trustee, Trustee, represented by John C. Bircher, III, White & Allen, PA. About Wayne Bailey, Inc. Wayne Bailey, Inc., grows, packs, and ships sweet potatoes for foodservice, retail, fresh cut, processing, and international markets worldwide. It also offers processed sweet potatoes, including shreds, sticks, diced, sliced (with or without skin), slabs (with or without skin), crinkle-cut slabs (with or without skin), and whole peeled and puree (chilled or frozen) sweet potatoes. The company was founded in 1935 and is headquartered in Chadbourn, North Carolina. It has facilities in North Carolina, Mississippi, Louisiana, and Texas. Wayne Bailey filed for chapter 11 bankruptcy protection on (Bankr. E.D.N.C. Case No. 18-00284) on January 21, 2018, listing its estimated assets and liabilities at $10 million to $50 million respectively. The petition was signed by George G. Wooten, president. Judge Stephani W. Humrickhouse presides over the case. WAYPOINT LEASING: May 16 Disclosure Statement Hearing ----------------------------------------------------- The hearing to consider approval of the disclosure statement explaining the Chapter 11 plan of liquidation filed by Waypoint Leasing Holdings Ltd. and its debtor affiliates is scheduled for May 16, 2019 at 10:00 AM. Objections are due by May 9. The Debtors' assets have been substantially liquidated pursuant to four separate sale transactions, and a significant portion of those proceeds was previously distributed to the WAC Lenders. The Plan contemplates a liquidation of the Debtors' estates and their remaining assets. The Plan's primary objective is to distribute the bulk of the remaining sale proceeds plus any additional proceeds or other funds that are or become available for distribution, all in accordance with the priorities established by the Bankruptcy Code. On April 3, 2019, Macquarie filed an adversary complaint against LCI Helicopters (Ireland) Limited ("LCI") alleging that LCI breached its confidentiality obligations under its executed nondisclosure agreement with Holdings. Macquarie assumed the NDA, acquiring all of the Debtors' rights and interests thereunder, as part of the Macquarie Sale Transaction. The adversary complaint raises two claims against LCI: (i) breach of the NDA and (ii) tortious interference with business relations. In support of its claims, Macquarie alleges, among other things, that LCI breached the NDA by using confidential information to evaluate and consummate the acquisition of the assets of WAC9 outside of the sale process sanctioned by the Bankruptcy Court and, but for LCI's interference, Macquarie would have successfully consummated its offer to purchase the assets of WAC9. Macquarie has not named any of the Debtors as a party in the adversary complaint. William Transier shall serve as Plan Administrator for each of the Debtors. A full-text copy of the Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y67lbvlg from PacerMonitor.com at no charge. Attorneys for the Debtors are Gary T. Holtzer, Esq., Robert J. Lemons, Esq., and Kelly DiBlasi, Esq., at Weil, Gotshal & Manges LLP, in New York. About Waypoint Leasing Waypoint Leasing -- http://waypointleasing.com/-- is a global helicopter leasing company founded in 2013 focused on acquiring and leasing rotary wing aircraft to helicopter operators throughout the world. Though the Debtors lease aircraft to operators in the emergency medical, search and rescue, and utility sectors, the majority of the Debtors' lessees are helicopter service providers servicing the offshore oil and gas industry. The company is headquartered in Limerick, Ireland. Waypoint Leasing Holdings Ltd. and 142 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-13648) on Nov. 25, 2018 to facilitate the sale of the assets to a new owner. The Debtors disclosed $1.62 billion in total assets and $1.23 billion in liabilities as of Oct. 31, 2018. The Honorable Stuart M. Bernstein is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; FTI Consulting, Inc., as financial advisor; Accenture LLP as corporate advisor; and Kurtzman Carson Consultants LLC as claims and administrative agent. WHITE EAGLE: Taps Elucidor as Expert Valuation Consultant --------------------------------------------------------- White Eagle Asset Portfolio, LP received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Elucidor, LLC as expert valuation consultant. The services to be provided by the firm include expert consulting services and testimony regarding the valuation of the life insurance portfolio of the company and its affiliates. Howard Zail, a partner at Elucidor, will serve as expert witness. The firm will charge $450 per hour for partners and principals, $175 per hour for clerical and secretarial staff, and $600 for court appearances and depositions. Mr. Zail and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Howard Zail Elucidor, LLC 305 East 40th St, Suite 21F New York, NY 10016 Tel: 212 532 6433 Email: info@elucidor.com About White Eagle Asset Portfolio White Eagle Asset Portfolio, LP is the owner of a portfolio of 586 life insurance policies -- also known as "life settlements" with an aggregate death benefit of approximately $2.8 billion, White Eagle General Partner, LLC and Lamington Road Designated Activity Company, own the partnership interests in WEAP. White Eagle, et al., are indirect subsidiaries of Emergent Capital, Inc., a publicly traded company. White Eagle Asset Portfolio filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-12808), on Dec. 13, 2018. Affiliates LRDA and WEGP sought bankruptcy protection mid-November 2018 (Bankr. D. Del. Case Nos. 18-12614 to 12615). In the petition signed by Miriam Martinez, chief financial officer, WEAP estimated assets of $500 million to $1 billion and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel. No official committee of unsecured creditors has been appointed in the Debtors' cases. WHITE EAGLE: Taps Grant Thornton as Accountant ---------------------------------------------- White Eagle Asset Portfolio, LP received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Grant Thornton LLP as its accountant. The accounting services to be provided by the firm include an audit of the financial statements of White Eagle and its affiliates. Grant Thornton will charge $407,450 for financial statement audits and $46,575 for each quarterly review. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Kelly Phillips Grant Thornton LLP 1301 International Parkway, Suite 300 Fort Lauderdale, FL 33323 Tel: +1 954 768 9900/+1 954 331 1168 Fax: +1 954 768 9908 Email: kelly.phillips@us.gt.com About White Eagle Asset Portfolio White Eagle Asset Portfolio, LP is the owner of a portfolio of 586 life insurance policies -- also known as "life settlements" with an aggregate death benefit of approximately $2.8 billion. White Eagle General Partner, LLC and Lamington Road Designated Activity Company, own the partnership interests in WEAP. The companies are indirect subsidiaries of Emergent Capital, Inc., a publicly traded company. White Eagle Asset Portfolio filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-12808), on Dec. 13, 2018. Affiliates LRDA and WEGP sought bankruptcy protection mid-November 2018 (Bankr. D. Del. Case Nos. 18-12614 to 12615). In the petition signed by Miriam Martinez, chief financial officer, WEAP estimated assets of $500 million to $1 billion and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel. No official committee of unsecured creditors has been appointed in the Debtors' cases. XPEERANT INC: Unsecureds to Get $2,000 Per Month for 60 Months -------------------------------------------------------------- Xpeerant Incorporated, Gary Don Petty and Barbara Ann Petty filed a Chapter 11 plan of reorganization and accompanying disclosure statement proposing that holders of allowed unsecured claims against Xpeerant will receive both (1) a pro-rata distribution of $2,000 per month for 60 months; plus (2) one share of a newly issued preferred stock in exchange for $500 of Allowed Claim of up to 40% of the total Claim, subject to redemption by the Debtor. Class 3 claimants will additionally be entitled to receive proceeds, net of fees and costs, obtained from any action undertaken by Xpeerant to collect Avoidance Actions and net of any unpaid or Unclassified Priority Claims. The Plan will be funded through revenues derived from the continued operations of Xpeerant and from the Petty's salaries from Xpeerant. A full-text copy of the Disclosure Statement dated April 8, 2019, is available at https://tinyurl.com/y5xzupt6 from PacerMonitor.com at no charge. Attorneys for the Debtors are Lee M. Kutner, Esq., and Maureen M. Gerardo, Esq., at Kutner Brinen, P.C., in Denver, Colorado. About Xpeerant Inc. Headquartered in Fort Collins, Colorado, Xpeerant Incorporated is a recruitment agency that supplies employees to companies within the semi-conductor and technical industry. Xpeerant Inc. filed its voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case no. 18-17700) on Aug. 31, 2018. The petition was signed by Gary Petty, authorized representative. At the time of filing, the Debtor disclosed $48,215 in total assets and $1,469,565 in total liabilities. Kutner Brinen PC, led by Lee M. Kutner, serves as counsel to the Debtor. YUMA ENERGY: Confirms No Material Change ---------------------------------------- Yuma Energy, Inc. has issued a press release providing that management is unaware of any material change in the Company's operations that would account for the recent increase in market activity. On April 22, 2019, Sam L. Banks resigned from his position as a member of the Board of Directors of the Company. About Yuma Energy Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company's activities have focused on inland and onshore properties, primarily located in central and southern Louisiana and southeastern Texas. Its common stock is listed on the NYSE American under the trading symbol "YUMA." Yuma Energy reported a net loss attributable to common stockholders of $17.07 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $6.80 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Yuma Energy had $77.36 million in total assets, $44.15 million in total current liabilities, $11.43 million in total other noncurrent liabilities, and $21.77 million in total equity. Going Concern Uncertainty Moss Adams LLP, in Houston, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 2, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company is in default on its credit facility, has a substantial working capital deficit, no available capital to maintain or develop its properties and all hedging agreements have been terminated by counterparties. These conditions raise substantial doubt about the Company's ability to continue as a going concern. [^] BOOK REVIEW: Full Faith and Credit: The Great S & L Debacle --------------------------------------------------------------- Faith and Credit: The Great S & L Debacle and Other Washington Sagas Author: L. William Seidman Publisher: Beard Books Softcover: 316 Pages List Price: $34.95 Order a copy today at http://www.beardbooks.com/beardbooks/full_faith_and_credit.html "My friends, there is good news and bad news. The good news is that the full faith and credit of the FDIC and the U.S. government stands behind your money at the bank. But the bad news is that you, my fellow taxpayers, stand behind the U.S, government." Take it from L. William Seidman, former chairman of the FDIC under the Reagan and Bush administrations, in his irreverent Washington memoir. Chosen by Congress to lead the S&L cleanup, the author describes how the debacle was created and nurtured, and the lawsuits against Charles Keating, Michael Milken, and Neil Hush that it spawned. The story begins in the summer of 1973 when Seidman, then a Grand Rapids, Michigan, businessman and managing partner of one of the country's 10 largest accounting firms, which bore his family's name, was tapped by Nixon to be undersecretary of HUD. Seidman had scarcely unpacked his bags when "the summer of 1973" took on new meaning in Washington and across the country. Confirmation of any of the precarious president's nominations looked dubious in the extreme, and Seidman prepared to pack up again. Then came a call from the office of newly appointed Vice President Ford, Spiro Agnew, hastily departing, had left the office in a shambles. (Not least to be disposed of were large cases of Scotch whiskey, presented to Agnew by supplicants.) Would Seidman lend his managerial expertise for a few weeks to help a fellow Grand Rapidan get organized? One thing led to another in the usual Potomac way, and when Ford advanced to the presidency, Seidman was made his assistant for economic affairs. That job, too, was relatively short-lived, but a decade later he returned to Washington to head the FDIC under Reagan. What the author found was plenty disturbing. The over-optimism of the 1970s and 1980s -- in particular, he believes, a speculative binge of real estate investing followed by recession -- was resulting in numerous bank failures, more than 1,000 between 1986 and 1991. Worse, disaster loomed in the sister agency that insured savings and loan institutions; a majority of the nation's 4,000 S&Ls were on their way to bankruptcy. What caused the S&L crisis? Seidman, although a small-government advocate, blames a combination of deregulation and cutbacks in the oversight agencies. One of his many battles, for example, was with OMB, which sought to cut the FDIC's bank supervision staff just as it had tried to reduce the number of S&L examiners. But he finds a silver lining in the near catastrophe; proof of resilience. The diversity of the U.S. financial system is also its strength. Seidman's memoir is as much about life inside the Beltway as it is about financial crises, making this book, first published in 1990, no less entertaining today. Included are lively anecdotes of confrontations with heavy-weight White House chief of staff John Sununu, an interview with a wild-eyed Wyoming purchaser of FDIC property from a liquidated bank who arrived in Seidman's office armed with a gun to register his displeasure with the purchase (a valid objection, the author discovered), and ambush by Secret Service agents who converged on Seidman as he opened his window and leaned out to watch the president's helicopter take off. L. William Seidman was chairman of the Federal Deposit Insurance Corporation from 1985 to 1991. Under his supervision, the FDIC closed hundreds of failed banks and savings associations as the agency attended to a debacle that cost taxpayers roughly $200 billion. Seidman worked for U.S. Presidents Gerald R. Ford, Ronald Reagan and George H. W. Bush. He was also chief commentator on CNBC and publisher of Bank Director magazine. He was also on the speaking circuit, and a consultant to the Nippon Credit Bank, Morgan Stanley Dean Witter, Ernst & Young, and Freddie Mac, among others. Seidman died May 2009. He was 88. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***