/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190518.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, May 17, 2019, Vol. 23, No. 136 Headlines ADVANCED COLLISION: Seeks Approval of Cash Collateral Stipulation ADVANCED PATIENT: Seeks to Hire NV Consulting as Financial Advisor ADVISOR GROUP: S&P Places 'B+' ICR on Watch Neg. on Reverence Deal ALCAP PROPERTIES: Amends Plan to Replace GSMC as Secured Creditor ALCAP PROPERTIES: June 18 Plan Confirmation Hearing AMERICAN ENERGY: Moody's Lowers CFR to Ca, Outlook Negative AMISTAD READY MIX: Seeks to Hire Potts Firm as Accountant APC AUTOMOTIVE: S&P Alters Outlook to Negative, Affirms CCC+ ICR ARRIS INTERNATIONAL: S&P Discontinues Ratings After CommScope Deal ATIF INC: Gets Okay to Expand Scope of Diamond McCarthy Employment AURORA COMMERCIAL: Deadline to File Claims Set for June 10 AVIATION ENGINEERING: Plan Confirmation Hearing Set for June 10 BCAUSE LLC: Committee Taps Freeborn & Peters as Legal Counsel BCAUSE LLC: Seeks to Hire Crane Simon as Bankruptcy Counsel BIOSCRIP INC: Moody's Hikes CFR to B3 & Rates Term Loan B B2 BLUE EAGLE FARMING: Johnson Proposes Competing Ch. 11 Plan BLUE EAGLE FARMING: Unsecureds to be Beneficiaries of Johnson Trust BP FISHER LAW: Trustee Seeks to Hire Grobstein as Accountant BRAND INDUSTRIAL: S&P Downgrades ICR to 'B-' on Elevated Leverage BREITLING OIL: Proposes Distribution Plan to Investors BROOALEXA LLC: Seeks to Hire Pepper & Nason as Legal Counsel BUILTRITE BUILDERS: Selling Three 2018 Dodge Ram 1500 Pickup Trucks CAFE SERVICE: Taps Wisdom Professional as Accountant CALIFORNIA PALMS: Seeks to Hire Richard G. Zellers as Legal Counsel CARLOS MIGUELS: Seeks to Hire Wood Smith as Special Counsel CARLSON TRAVEL: S&P Affirms 'B-' Rating on Senior Secured Notes CARMEL MEDICAL: Case Summary & 20 Largest Unsecured Creditors CDRH PARENT: S&P Cuts ICR to 'CCC+' on Risk of Debt Restructuring CHERRY BROS: CDFund Buying Substantially All Assets CNG HOLDINGS: Moody's Puts Caa2 CFR on Review for Upgrade CNG HOLDINGS: S&P Raises ICR to 'B'; Outlook Stable COOL HOLDINGS: Incurs $3.65 Million Net Loss in First Quarter CORNERSTONE VALVE: Seeks Approval to Hire Accountant DAVE GIDDEON TRUCKING: Case Summary & 20 Top Unsecured Creditors DIRECTVIEW HOLDINGS: Posts $929K Net Loss in First Quarter DOWN NECK: Seeks to Hire John J Straccamore as Accountant DOWN NECK: Seeks to Hire McManimon Scotland as Legal Counsel DSN INC: Wright Buying Hancock Tract of Land for $159K DURHAM CONSTRUCTION: Seeks to Hire Donald Butler as Legal Counsel EDGEMARC ENERGY: Case Summary & 20 Largest Unsecured Creditors EDGEMARC ENERGY: Files for Ch. 11 to Initiate Sale Process EKKA INTERNATIONAL: Seeks to Hire Borges & Wu as Legal Counsel FC GLOBAL: Reports $636,000 Net Loss for First Quarter FERMARALIZ CORP: Unsecureds to be Paid $217 Monthly at 2% Interest FIELDPOINT PETROLEUM: Incurs $281K Net Loss in First Quarter FIREPOND INC: Deadline to File Proof of Interest Set for Aug. 30 FLEETSTAR LLC: Taps Congeni Law Firm as Legal Counsel FLEXOGENIX GROUP: Seeks to Hire Levy Sapin as Tax Accountant GAUCHO GROUP: Incurs $1.40 Million Net Loss in First Quarter GLOBAL EAGLE: Incurs $37.6 Million Net Loss in First Quarter GOLDEN STATE: June 17 Confirmation Hearing on 2nd Amended Plan H & S TOWING: Seeks to Hire Lawrence G. Frank as Legal Counsel HANNAH SOLAR: Case Summary & 20 Largest Unsecured Creditors HARVEY MOORE: Case Summary & 19 Unsecured Creditors HEXION INC: Bankruptcy Court Okays Restructuring Support Agreement HOW INSURANCE: August 15 Liquidation Hearing Set HUMPERDINK'S SIX FLAGS: Seeks to Hire Henry S. Miller as Broker HUT AIRPORT: Trustee Selling Albany Property to Velv for $2.5M IE INC: Unsecured Creditors to Get 10% Dividend Under Plan INDRA HOLDINGS: S&P Lowers ICR to 'CCC' on Deteriorating Liquidity INPRINT MANAGEMENT: Plan Confirmation Hearing Moved to June 28 INTERFACE NETWORK: Case Summary & 20 Largest Unsecured Creditors INTERNATIONAL PLACE: Ayesh Buying Vienna Property for $18 Million J. LEVINE AUCTION: Seeks Interim Approval to Use of Cash Collateral JACKIES COOKIE: CEO/Owner Buying All Assets for $550K JEANE LEE: Hires Law Offices of C.R. Hyde as Counsel JEFFERY WYATT: Selling Saratoga Commercial Unit A for $500K JEFFERY WYATT: Selling Saratoga Commercial Unit B for $500K JEFFERY WYATT: Selling Saratoga Commercial Unit C for $1.9M JOSEPH'S TRANSPORTATION: Hires Rucci Bardaro as Accountant KONA GRILL: Taps Epiq Corporate as Claims Agent LASALLE GROUP: Taps Donlin Recano as Claims Agent LC STAHL: Unsecureds to Get Full Payment Under Plan LIGHTHOUSE HOSPITALITY: Taps William Sotheby's as Realtor LW RETAIL ASSOCIATES: Hires Goldberg Weprin as Special Counsel MARINE BUILDERS: Seeks to Hire Bingham Greenebaum as Legal Counsel MARRONE BIO: Incurs $3.9 Million Net Loss in First Quarter MARTIN MANUFACTURING: June 14 Bid Submission Deadline for Assets MERRICK COMPANY: Seeks to Hire Kaplan Johnson as Legal Counsel MONEYGRAM INT'L: Moody's Lowers CFR to B3, Outlook Negative MONTGOMERY SERVICES: Chase Bank to Get $61,925 Over 5 Years MRO HOLDINGS: S&P Places 'BB-' ICR on CreditWatch Negative NOVA SECURITY: June 11 Plan Confirmation Hearing Set O'HARE FOUNDRY: Seeks to Hire Stark & Company as Accountant OFFICE BARGAIN: Unsecured Creditors to Get 39% Over 5 Years OLEUM EXPLORATION: Seeks to Hire Melton & Melton as Accountant OLEUM OPERATING: Case Summary & 20 Largest Unsecured Creditors OMA GROUP: Seeks Authority to Use CIC Limited Cash Collateral OMA GROUP: Unsecured Creditors to Get Paid From Sale of Property PASCO COUNTY FIREFIGHTERS: Taps Alan K. Geer as Accountant PASCO COUNTY FIREFIGHTERS: Taps ChildersLaw as Legal Counsel PETERSON PRODUCE: Unsecureds to Receive Total Payment of $270K PG&E CORPORATION: Hires PricewaterhouseCoopers as Consultant PGH GROCERS: Taps Gugino Law Office as Counsel PHI INC: June 5 Hearing on Disclosure Statement PHUNWARE INC: Incurs $3.49 Million Net Loss in First Quarter PREMIER LEARNING: Seeks to Hire Paul Reece as Attorney PRHOF-MANUFACTURING: Seeks to Hire Mercho Caughey as Legal Counsel PURADYN FILTER: Incurs $367K Net Loss in First Quarter QUALITY CONSTRUCTION: Hires Bonnette Auction as Appraiser QUEST PATENT: Incurs $540K Net Loss in First Quarter QUINCY ST III: Hires Maltz Auctions as Real Estate Broker RICHARD OSBORNE: Signature Buying Mentor Vacant Lot for $40K RMBR LIQUIDATION: May 29 Voting Deadline RUSSIAN SAMOVAR: Taps IMSpiegel as Financial Advisor SAM MCFADIN: Export Buying Hope Floats Yacht for $175K SAMURAI MARTIAL: Hires Hoff Law Offices as Counsel SAVE MONEY: Seks to Hire David W. Steen as Legal Counsel SEARS HOLDING: Exteriors by Design Objects to Disclosure Statement SINGLE SERVE BEVERAGE: Hires Krekeler Strother as Counsel SKY-SCAN INC: Seeks Continued Cash Collateral Use Through July 5 SKYFUEL INC: Seeks to Hire Wadsworth Garber as Legal Counsel SOUTHEASTERN METAL: May 17 Meeting Set to Form Creditors' Panel SOUTHFRESH AQUACULTURE: Taps Mayo Mallette as Special Counsel SPIRE INC: Moody's Rates Series A Preferred Stock 'Ba1' SPRINT INDUSTRIAL: Moody's Lowers CFR to Ca & Alters Outlook to Neg SWEET BRIAR COLLEGE, VA: S&P Ups Bond Rating to BB-; Outlook Pos. TATE'S AUTO CENTER: Seeks Authority to Use Cash Collateral TATE'S AUTOMOTIVE: NMAC Does Not Consent Cash Collateral Use TELEXFREE LLC: Trustee Proposes Auction of Deerfield Beach Property THAI LEMAR: June 5 Plan Confirmation Hearing TODD'S CAR WASH: June 18 Plan Confirmation Hearing TOWN STAR HOLDINGS: Hires McHale Caruso as Accountant VANGUARD HEALTH: Taps Borges & Wu as Legal Counsel VANGUARD NATURAL: June 14 Claim Filing Deadline Set VANGUARD NATURAL: Unknown Recovery for Unsecureds in Joint Plan VCLC HOLDINGS: Property Sale Proceeds to Fund Plan Payments WALDEN PALMS: Association Buying Orlando Condo Unit #28 for $14K WESTJET AIRLINES: Moody's Reviews Ba1 CFR for Downgrade WESTWIND MANOR: Committee Taps Silver Cygnet as Forensic Accountant WILSON METAL: Seeks to Hire Quilling Selander as Legal Counsel WORK & SON: Trustee Gets Court Approval to Hire Wolf Group [*] James Park Joins Greenberg Traurig's Bankruptcy Practice [*] Michele Williams Joins Schulte Roth's Real Estate Group ********* ADVANCED COLLISION: Seeks Approval of Cash Collateral Stipulation ----------------------------------------------------------------- Advanced Collision, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of New York of a Stipulation and Order for the consensual use of cash collateral. As of the Petition Date, the Debtor owed (a) Steuben Trust Company an aggregate amount of approximately $120,000, and (b) the New York State Department of Taxation and Finance in the aggregate amount of $181,912, of which $181,860 is alleged to be a secured liability. The Parties have agreed to these terms memorializing their consent for the Debtor's use of cash collateral: (A) Steuben Trust is granted roll-over or replacement liens, granting security to the same extent, in the same priority, and with respect to the same assets, which served as collateral for the Steuben Prepetition Indebtedness, and only to the extent of cash collateral actually used during the pendency of the chapter 11 case. The Debtor will also make monthly payments to Steuben Trust in the amount of $2,920.27 per month in the ordinary course of business and in the same way such payments were made prior to the Petition Date. (B) NYS Tax Dep't. is granted roll-over or replacement liens, granting security to the same extent, in the same priority, and with respect to the same assets, which served as collateral for the NYS Tax Dep't. Prepetition Indebtedness, and only to the extent of cash collateral actually used during the pendency of the chapter 11 case. The Debtor will also make monthly payments to NYS Tax Dep't. in the amount of $1,750 on the 27th of each month. The payments will be sent to: Office of the New York State Attorney General, Civil Recoveries Bureau, Bankruptcy Litigation Unit, Attn: Louis J. Testa, Esq., The Capitol, Albany, NY 12224-0341. (C) All post-petition sales taxes collected by the Debtor will be segregated and deposited into the Thompkins Bank of Castile Account, which account has been represented by the Debtor to be utilized exclusively for paying current sales taxes, and which funds will be held in trust for the sole benefit of NYS Tax Dep't. and used strictly for the purposes contained in the Stipulation and Order or per any other order of the Court. (D) The Debtor will file all postpetition tax returns on the due date of the return with the appropriate NYS office. (E) The Debtor will pay all ongoing postpetition tax obligations including, but not limited to, sales and withholding taxes in a timely fashion. About Advanced Collision Advanced Collision, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-10083) on Jan. 17, 2019. The case is assigned to Judge Michael J. Kaplan. The Debtor is represented by Arthur G. Baumeister, Jr., Esq. of Baumeister Denz LLP. ADVANCED PATIENT: Seeks to Hire NV Consulting as Financial Advisor ------------------------------------------------------------------ Advanced Patient Advocacy, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire NV Consulting Services LLC as its financial advisor. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) prepare or review bankruptcy administration items including financial reports and any other requests from the U.S. trustee; (b) prepare or review financial analysis on unsecured creditor claims, administrative claims and priority tax claims; (c) Prepare financial reporting and budgeting for the Debtor through entry of the final decree in its bankruptcy case; (d) help the Debtor assess its go-forward plan and need for refinancing or engagement of investment bank for potential sale process; (e) help the Debtor secure financing; and (f) serve as a liaison between the Debtor and its other advisors. Neema Varghese, managing director of NV Consulting, has agreed to provide services at a reduced hourly rate of $300. Her firm will be paid an initial retainer of $7,500. NV Consulting and its professionals are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Neema T. Varghese NV Consulting Services LLC Phone: 630.697.4402 Email: nvarghese@nvconsultingservices.com About Advanced Patient Advocacy Founded in 2000, Advanced Patient Advocacy -- https://www.aparesults.com/ -- offers an integrated portfolio of services that solves complex uncompensated care challenges. The Company provides comprehensive enrollment and eligibility services improving alignment of coverage options to patient needs; multidisciplinary service delivery to recover motor vehicle accident, workers' compensation, and other third-party liability claims; and specialized advocacy services to help patients qualify for Supplemental Security Income (SSI) or Social Security Disability Income (SSDI) benefits; workflow alignment for A/R system conversions, small-balance follow-up, In-State and Out-of-State Medicaid, and Veterans Administration accounts receivables. Advanced Patient Advocacy, LLC, d/b/a A.P.A., LLC, filed a Chapter 11 petition (Bankr. Case No. 19-12774) on March 4, 2019. In the petition signed by CEO Kevin A. Groner, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Lawrence Joseph Yumkas, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, is the Debtor's counsel. ADVISOR GROUP: S&P Places 'B+' ICR on Watch Neg. on Reverence Deal ------------------------------------------------------------------ S&P Global Ratings said it placed its 'B+' issuer credit and issue ratings on Advisor Group Holdings Inc. on CreditWatch with negative implications. S&P placed the ratings on Advisor Group (AG) on CreditWatch negative following Reverence Capital Partners' announced acquisition of AG from Lightyear Capital and PSP Investments. The CreditWatch placement reflects the uncertainty surrounding AG's prospective capital structure, debt terms and service capacity, proximity to financial covenants, and funding flexibility upon the close of the acquisition. While the company currently has no financial covenants on its outstanding $650 million term loan, unless it draws its revolver or issues incremental debt, S&P believes this could change with the new funding structure, especially if market conditions deteriorate. Under the terms of the transaction, Reverence Capital will purchase 75% of AG from its shareholders, and Lightyear Capital, PSP Investments, and all other shareholders will maintain up to a 25% share. The transaction, which is subject to customary regulatory and other approvals, is projected to be completed during the third quarter. "While the financial terms of the acquisition have not been disclosed, we believe that the purchase price will be at least $2 billion, with a significant portion debt-financed. We expect overall a substantial increase in leverage. But AG's earnings generation improved in 2018, with a 62% increase in reported EBITDA, such that debt to EBITDA improved to 4.0x at year-end 2018, relative to our 5.0x expectation when we assigned the rating in July 2018," S&P said. The rating agency believes the company's 2019 earnings will benefit from the Signator and Questar acquisitions, and from additional cash sweep revenue. S&P said it will resolve the CreditWatch when it gets more clarity on the company's prospective debt structure and terms and covenants to be able to assess the company's debt service capacity (including earnings coverage of interest and debt amortization) and overall financial flexibility. "We would lower the ratings by at least one notch if we view any of the aforementioned as posing incremental risks to the company. This would include limited earnings coverage of interest and debt amortization expenses, higher likelihood of breaching debt covenants in deteriorating market conditions, or reduced funding flexibility," S&P said. "Conversely, we could affirm the ratings and remove them from CreditWatch if we believe that AG has sufficient earnings and cash flows to service its new debt burden, and adequate covenant headroom to support liquidity," the rating agency said. ALCAP PROPERTIES: Amends Plan to Replace GSMC as Secured Creditor ----------------------------------------------------------------- Alcap Properties, LLC filed a small business second amended disclosure statement for its chapter 11 plan dated May 3, 2019. This latest filing changes the Class 1 secured creditor from Goldman Sachs Mortgage Company to MTGLQ Investors, LLP. Within 45 days of the Effective Date of the plan, the Debtor will tender the sum of $275,000 to MTGLQ in full satisfaction of its secured claim. A redlined copy of the Second Amended Disclosure Statement dated May 3, 2019 is available at https://tinyurl.com/y68m5jdw from Pacermonitor.com at no charge. About Alcap Properties Alcap Properties, LLC, is a single asset real estate company (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 1 - 5 Alcap Ridge Cromwell, Connecticut. Alcap Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 19-30016) on Jan. 7, 2019. It previously sought bankruptcy protection (Bankr. D. Conn. Case No. 14-31687) on Sept. 8, 2014. At the time of the filing, the Debtor disclosed $275,000 in assets and $1,337,301 in liabilities. The case is assigned to Judge Ann M. Nevins. Grafstein & Arcaro LLC is the Debtor's counsel. ALCAP PROPERTIES: June 18 Plan Confirmation Hearing --------------------------------------------------- The Second Amended Disclosure Statement explaining the Chapter 11 Plan of Alcap Properties, LLC is approved. June 10, 2019 is fixed as the last day for returning written ballots of acceptance or rejection of the Plan. June 18, 2019 at 2:30 pm is fixed as the hearing date to consider Confirmation of the Chapter 11 Plan, at 157 Church Street, 18th Floor, Courtroom, New Haven, Connecticut. Written objections to the Plan, pursuant to Bankruptcy Rule 3020(b), shall be filed with the court no later than June 10, 2019. About Alcap Properties Alcap Properties, LLC, is a single asset real estate company (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 1 - 5 Alcap Ridge Cromwell, Connecticut. Alcap Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 19-30016) on Jan. 7, 2019. It previously sought bankruptcy protection (Bankr. D. Conn. Case No. 14-31687) on Sept. 8, 2014. At the time of the filing, the Debtor disclosed $275,000 in assets and $1,337,301 in liabilities. The case is assigned to Judge Ann M. Nevins. Grafstein & Arcaro LLC is the Debtor's counsel. AMERICAN ENERGY: Moody's Lowers CFR to Ca, Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded the ratings of American Energy -- Permian Basin, LLC's including its Corporate Family Rating to Ca from Caa3 and Probability of Default Rating to Ca-PD from Caa3-PD. This action follows AEPB' non-payment of interest on its Floating Rate Senior Notes due 2019, Senior Notes due 2020, Senior Notes due 2021 and the Exchangeable Junior Subordinated Notes due 2022. Downgrades: Issuer: American Energy -- Permian Basin, LLC Corporate Family Rating, Downgraded to Ca from Caa3 Probability of Default Rating, Downgraded to Ca-PD from Caa3-PD Senior Secured First Lien Notes, Downgraded to B3 (LGD1) from B2 (LGD1) Senior Secured 2nd Lien Notes, Downgraded to Caa2 (LGD2) from Caa1 (LGD2) Senior Unsecured Notes, Downgraded to C (LGD5) from Ca (LGD5) Outlook Actions: Outlook remains Negative RATINGS RATIONALE AEPB announced the non-payment of the interest due May 1st, 2019 on its Floating Rate Senior Notes due 2019, the 7.125% Senior Notes due 2020, 7.375% Senior Notes due 2021 and the 8% Exchangeable Junior Subordinated Notes due 2022, commencing the 30-day grace period. If AEPB decides not to make the interest payment by the end of the grace period, such failure will constitute an event of default under AEPB's indentures governing the Notes on which the non-payment of interest occurred. The downgrade of AEPB's CFR to Ca reflects high likelihood of default and Moody's view on the potential overall recovery. The downgrade of the senior unsecured notes reflects Moody's view of potential recovery on the notes. If the company files for bankruptcy protection or performs an out of court restructuring, the PDR will be downgraded to D-PD. A ratings upgrade is unlikely unless the debt is reduced significantly to result in an improved capital structure with adequate liquidity. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. American Energy -- Permian Basin, LLC is an independent oil and natural gas company with reserves primarily in the Southern Midland Basin within the Permian Basin of West Texas. AMISTAD READY MIX: Seeks to Hire Potts Firm as Accountant --------------------------------------------------------- Amistad Ready Mix, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire The Potts Firm, LLC as its accountant. The firm will prepare the Debtor's income tax return and Texas franchise tax reports for the years ended Dec. 31, 2018 and Dec. 31, 2017, and generally assist the Debtor in its Chapter 11 case. Bryan Potts, a certified public accountant employed with The Potts Firm, assures the court that he and his firm are "disinterested persons" as that term is defined by Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bryan G. Potts, CPA The Potts Firm, LLC 1653 NE Lop 410, Suite 605 San Antono, TX 78209 Phone: (210) 610-2349 About Amistad Ready Mix Amistad Ready Mix Inc., a ready-mix concrete supplier based in Del Rio, Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52645) on Nov. 5, 2018. In the petition signed by Sergio Galindo, president, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The case is assigned to Judge Ronald B. King. Smeberg Law Firm, PLLC is the Debtor's counsel. APC AUTOMOTIVE: S&P Alters Outlook to Negative, Affirms CCC+ ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from developing and affirmed its 'CCC+' issuer credit rating on APC Automotive Technologies Intermediate Holdings LLC (APC). At the same time, S&P affirmed its issue-level rating on the company's first-lien term loan of 'CCC+'. However, S&P has revised the recovery rating to '4' from '3', reflecting its expectation of 30%-50% recovery (rounded estimate: 45%) in the event of a default. The outlook revision to negative reflects S&P's view that APC's credit metrics and liquidity have weakened and could worsen, especially given exposure to tariffs on products imported from China. The company's ratio of debt to EBITDA is likely to remain above 11x and S&P forecasts free operating cash flow (FOCF) to remain negative through 2020. In Q1 2019, the company burned substantial cash. "While part of this was seasonal, we do not expect working capital to improve in the back half of the year. The company is investing in new products, new customer wins, and the extra costs of tariffs, which recently increased to 25% on Chinese goods. We expect these costs will continue to weaken margins and working capital," S&P said, adding that should liquidity erode much more than expected, it would expect the sponsor to step in with liquidity or reduce the pace of expansion." "The negative outlook on APC reflects the probability that we could lower the rating if liquidity weakens even more than expected over the next 12 months. This could occur if Chinese import tariffs remain at 25%, leading to higher-than-expected working capital investments and lower margins," the rating agency said. S&P said it could lower its ratings on APC in the next six months if the company's free operating cash flow (FOCF) remains sufficiently negative such that the company could face a liquidity crisis with insufficient cash or capacity to borrow on the asset-backed (ABL) revolver to meet its operational needs. The rating agency added that it could also lower the rating if it believed the company could not meet its fixed charge springing covenant on the revolver. "We could revise the outlook to stable if the company generates consistent free cash flow and decrease its leverage below 10x. We would also look for the company to maintain at least $25 million of availability on its ABL. This could occur if the company successfully increases prices while maintaining sales volumes near current levels," S&P said. ARRIS INTERNATIONAL: S&P Discontinues Ratings After CommScope Deal ------------------------------------------------------------------ S&P Global Ratings discontinued its issuer credit rating on ARRIS International PLC and all of its ratings on its debt. At the same time, S&P discontinued its ratings on CommScope Holding Co. Inc.'s secured term loan due 2022, which was also repaid. Meanwhile, the rating agency lowered its issue-level rating on CommScope's legacy unsecured notes to 'B+' from 'BB-' and revised the recovery rating to '5' from '4'. The ratings remain on CreditWatch, where S&P placed them with negative implications on May 10, 2019. "Concurrent with its acquisition of ARRIS, CommScope repaid the company's debt and its own secured term loan due 2022. Therefore, we are discontinuing our ratings on those debt instruments along with our issuer credit rating on ARRIS," S&P said. ATIF INC: Gets Okay to Expand Scope of Diamond McCarthy Employment ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida granted the application of Daniel Stermer, the official overseeing the ATIF, Inc. Creditor Trust, to expand the scope of employment of Diamond McCarthy LLP. Diamond McCarthy, the creditor trustee's special counsel, will continue to investigate and seek discovery regarding the scope of the trust's potential claims against RSM US LLP, and will provide additional services, including the filing of a malpractice litigation against RSM. Andrea Kim, Esq., and Thomas Moss, Esq., the firm's attorneys who will be providing the services, charge $650 per hour and $340 per hour, respectively. Fees for the initial phase of filing suit and initial development of the evidence prior to any motion practice will be capped at $60,000, according to court filings. About ATIF Inc. ATIF, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017. In the petition signed by Gerard A. McHale, its chief executive officer, the Debtor estimated assets of less than $500,000 and liabilities of $10 million to $50 million. Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns LLP, serves as the Debtor's legal counsel. The Debtor hired Buell & Elligett, P.A., as its special counsel. On April 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Messana, P.A., as its bankruptcy counsel, and Becker & Poliakoff, P.A., as its special counsel. On July 5, 2018, the bankruptcy court entered an order confirming the second amended Chapter 11 plan and explanatory disclosure statement filed by the creditors' committee for ATIF, Inc. The plan establishes the ATIF Inc. Creditor Trust and appointed Daniel Stermer as the trustee. Mr. Stermer hired Messana, P.A. as his legal counsel. AURORA COMMERCIAL: Deadline to File Claims Set for June 10 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York set June 10, 2019, at 5:00 p.m. (Eastern Time), as the last date and time for persons and entities to file their proofs of claim against Aurora Commercial Corp. and its debtor-affiliates. The Court also set Sept. 20, 2019, at 5:00 p.m. (Eastern Time) as deadline for governmental units to file their claims against the Debtors. All proofs of claim must be submitted at: a) if by mail or by hand delivery: Aurora Commercial Corp. Claims Processing Center c/o Prime Clerk LLC 850 Third Avenue, Suite 412 Brooklyn, NY 11232 b) if by delivered by hand: United States Bankruptcy Court Southern District of New York One Bowling Green, Room 534 New York, NY 10004-1408 c) if filed electronically: https://cases.primeclerk.com/aurora/EPOC-Index About Aurora Commercial Corp. and Aurora Loan Services LLC Aurora Commercial Corp. is a wholly-owned subsidiary of Lehman Brothers Holdings Inc. that offers banking, loan servicing, and investor services. Aurora Commercial and its subsidiary Aurora Loan Services LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10843) on March 24, 2019. At the time of the filing, Aurora Commercial estimated assets of $50 million to $100 million and liabilities of less than $50,000. The Debtors tapped Togut, Segal & Segal LLP as their legal counsel, and Prime Clerk, LLC as their claims and noticing agent. AVIATION ENGINEERING: Plan Confirmation Hearing Set for June 10 --------------------------------------------------------------- Bankruptcy Judge Caryl E. Delano conditionally approved Aviation Engineering Consultants, Inc.'s disclosure statement referring to its chapter 11 plan. Written objections to the Disclosure Statement and objections to confirmation must be filed no later than seven days before the date of the Confirmation Hearing. Written ballots accepting or rejecting the plan must be submitted eight days before the Confirmation Hearing. The Court will conduct a hearing on confirmation of the Plan on June 10, 2019 at 2:00 pm in Tampa, FL - Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. About Aviation Engineering Consultants Aviation Engineering Consultants, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00241) on Jan. 12, 2018. In the petition signed by Fahim Avaregan, operations manager and trustee, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Caryl E. Delano presides over the case. Blanchard Law, P.A., is the Debtor's bankruptcy counsel. BCAUSE LLC: Committee Taps Freeborn & Peters as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of BCause Mining LLC and BCause LLC received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to retain Freeborn & Peters LLP as its legal counsel effective as of April 25. The firm will provide these services in connection with the Debtors' Chapter 11 cases: a. advise the committee on all legal issues as they arise; b. advise the committee and assist in negotiations regarding the terms of any sale of assets or bankruptcy plan; c. investigate the Debtors' assets and pre-bankruptcy conduct; and d. analyze the perfection and priority of the liens of the Debtors' purported secured creditors. Freeborn's rates range from $235 per hour for associates to $1,015 per hour for senior partners. The rates for paraprofessional services range from $105 per hour to $380 per hour. Freeborn's attorneys and their rates are: Shelly DeRousse Partner $490/hour Devon Eggert Partner $450/hour Elizabeth Janczak Partner $370/hour Bianca Ciarroni Associate $300/hour Shelly DeRousse, Esq., a partner at Freeborn & Peters, attests that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Shelly A. DeRousse Devon J. Eggert Elizabeth L. Janczak Freeborn & Peters LLP 311 South Wacker Drive, Suite 3000 Chicago, IL 60606 Tel: 312.360.6000 Fax: 312.360.6520 Email: sderousse@freeborn.com deggert@freeborn.com ejanczak@freeborn.com About BCause LLC and BCause Mining LLC BCause LLC -- https://www.bcause.com -- is building a full-stack cryptocurrency ecosystem, which will include a digital mining facility, spot market, regulated derivatives exchange and clearing house. BCause has filed with the U.S. Commodity Futures Trading Commission to become a designated contract market (DCM) and intends to file with the Commission to establish a derivatives clearing organization (DCO). The company is headquartered in Virginia Beach, with additional operations in Chicago. It is an affiliate of BCause Mining LLC. BCause LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-10731) on April 12, 2019. Its affiliate BCause Mining filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-10562) on April 11, 2019. At the time of the filing, both Debtors had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. Crane, Simon, Clar & Dan is the Debtors' bankruptcy counsel. BCAUSE LLC: Seeks to Hire Crane Simon as Bankruptcy Counsel ----------------------------------------------------------- BCause, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Crane, Simon, Clar & Dan as its bankruptcy counsel, retroactive to April 12. The firm will advise the Debtor of its rights and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. Crane Simon's 2019 hourly rates are: Eugene Crane $520 Arthur G. Simon $520 Scott R. Clar $520 Jeffrey C. Dan $480 John H. Redfield $400 The firm received a pre-bankruptcy retainer in the amount of $26,717. Scott Clar, Esq., a partner at Crane Simon, attests that he and all attorneys of the firm are disintered within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The firm can be reached at: Scott R. Clar, Esq. Arthur G. Simon, Esq. Jeffrey C. Dan, Esq. Crane, Simon, Clar & Dan 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Phone: (312) 641-6777 About BCause LLC and BCause Mining LLC BCause LLC -- https://www.bcause.com -- is building a full-stack cryptocurrency ecosystem, which will include a digital mining facility, spot market, regulated derivatives exchange and clearing house. BCause has filed with the U.S. Commodity Futures Trading Commission to become a designated contract market (DCM) and intends to file with the Commission to establish a derivatives clearing organization (DCO). The company is headquartered in Virginia Beach, with additional operations in Chicago. It is an affiliate of BCause Mining LLC. BCause LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-10731) on April 12, 2019. Its affiliate BCause Mining filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-10562) on April 11, 2019. At the time of the filing, both Debtors had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. Crane, Simon, Clar & Dan is the Debtors' bankruptcy counsel. BIOSCRIP INC: Moody's Hikes CFR to B3 & Rates Term Loan B B2 ------------------------------------------------------------ Moody's Investors Service upgraded the Corporate Family Rating of BioScrip, Inc. to B3 from Caa1 and upgraded the Probability of Default to B3-PD from Caa1-PD. At the same time, Moody's upgraded the Speculative Grade Liquidity Rating to SGL-3 from SGL-4 and assigned a B2 (LGD 3) rating to the proposed $925 million First Lien Term Loan B. The outlook is stable. This concludes the rating review for upgrade that was initiated on March 18, 2019. The upgrade reflects the improvement in BioScrip's credit profile due to the pending merger with HC Group Holdings III, Inc. (dba Option Care). BioScrip will benefit from the combined company's significantly larger scale, and increased diversity across payors, therapies and geographies. The combination of the two companies will also result in meaningful synergies that will be realized over time. Liquidity will also improve as a result of the pending transaction, which will refinance all existing debt. Proceeds from the new term loan, as well as from $400 million in Senior Secured PIK Toggle Notes (not rated) will be used to fund the merger, refinance all existing debt, and pay transaction related expenses. Upon close, BioScrip will issue common shares to the current equity owners of Option Care in a reverse merger transaction. Option Care's current owners, Madison Dearborn Partners (majority owner) and Walgreens Boots Alliance, Inc. (minority owner), will together own about 80% of the combined public company. The other 20% of the company will be owned by the current shareholders of BioScrip. The transaction is subject to regulatory approval and is expected to close in the second half of 2019. All of BioScrip's and Option Care's existing debt will be repaid. At the close of the transaction, all of the ratings on HC Group Holdings III, Inc. will be withdrawn, as will be the ratings on the debt of legacy BioScrip. The outlook has been changed to stable but the existing debt remains under review for upgrade and is pending withdrawal at the close of the transaction. The following ratings were upgraded for BioScrip, Inc.: Corporate Family Rating to B3 from Caa1 Probability of Default Rating to B3-PD from Caa1-PD Speculative Grade Liquidity Rating to SGL-3 from SGL-4 The following ratings were assigned for BioScrip, Inc.: $925 million Senior Secured First lien term loan B at B2 (LGD3) The following ratings are unaffected and will be withdrawn at the close of the transaction: $200 million secured first lien notes rating, B1 (LGD2) $110 million secured (includes a $10 million delayed draw) 2nd lien notes, Caa1 (LGD4) Unsecured notes rating, Caa2 (LGD5) Outlook action: The rating outlook is being revised to Stable from Rating Under Review. RATINGS RATIONALE BioScrip's B3 rating reflects the company's high financial leverage, integration risk following the merger with Option Care, and negative free cash flow. The ratings also reflect competitive pressures stemming from large, vertically integrated insurance companies that possess their own home infusion providers and a challenging reimbursement environment. The ratings are supported by the combined company's solid scale with about $2.7 billion in revenue and market position combining the two leaders in the home infusion industry. Further, BioScrip is well diversified by payor, therapy and geography. BioScrip will also benefit from rising demand for home infusion services. The Speculative Grade Liquidity Rating of SGL-3 reflects adequate liquidity over the next 12-18 months. Liquidity will be supported by a new ABL revolving credit facility which Moody's expects will be modestly drawn over the next 12-18 months. Constraining liquidity, Moody's anticipates negative free cash flow over the next 12-18 months given expected costs associated with the merger and higher capital expenditures to improve infrastructure. Cash flows are expected to improve meaningfully in 2021 as many of those costs roll off. The stable outlook reflects the assumption that the companies will be able to successfully integrate without substantive disruption and, over time, realize synergies. A downgrade could occur if BioScrip experiences operating disruptions relating to the merger, is delayed in realizing synergies, sustains debt/EBITDA over 7.0x, or if liquidity weakens. The ratings could be upgraded if free cash flow is sustainably positive, debt/EBITDA is sustained below 6.0x times and the company successfully manages the integration of the two businesses. BioScrip's combination with Option Care creates the leading independent provider of home and alternate treatment site infusion therapy services. These services involve the preparation, delivery, administration and monitoring of medication for a broad range of conditions. These include infections, malnutrition, heart failure, bleeding disorders, autoimmune disorders, and a variety of other rare conditions. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BLUE EAGLE FARMING: Johnson Proposes Competing Ch. 11 Plan ---------------------------------------------------------- Robert Bradford Johnson filed a disclosure statement, dated May 3, 2019, in connection with a plan of reorganization for Blue Eagle Farming, LLC and affiliates. On the Effective Date, property in the Debtor's Estate as of the Effective Date shall be transferred to the Johnson Trust. The type, mode and manner of the transfer of property to the Johnson Trust shall be made in a way that enhances and maintains the value of such property. The Plan Trustee will pay Holders of Claims all payments due under the Plan. Holders of Unsecured Claims in Class 7 will be beneficiaries of the Johnson Trust according to their Pro Rata Shares calculated as of the Effective Date. In the event that a Claim in Class 7 is Disallowed pursuant to a Final Order, the Holder of such Claim will immediately forfeit the Holder’s beneficial interest in the Johnson Trust. The Johnson Trust will be operated and managed by the Plan Trustee in accordance with the terms and conditions of this Plan and the Trust Agreement. In addition to any other powers and rights provided for in this Plan and the Trust Agreement, the Plan Trustee shall have the power and right to liquidate or sell any property of the Johnson Trust to any third party in an arms-length transaction for fair market value, but only after providing to the beneficiaries of the Johnson Trust: (i) reasonable notice of such proposed liquidation or sale, and (ii) an opportunity to object to such proposed liquidation or sale and request a hearing with the Bankruptcy Court. To the extent the Debtor is a manager or has management rights with respect to any entity, including those entities held in the Johnson Trust, nothing in this Plan or the Trust Agreement will expand or diminish the Debtor’s rights as manager of any entity under applicable law. In addition, the Plan Trustee may employ and compensate the Debtor for any management services provided to the Johnson Trust at the market rate for such services. To the extent any payments are made to the Debtor by the Plan Trustee or any of the entities who are debtors in the Bankruptcy Case for services or for costs and expenses, any such payments shall be subject to approval of the Bankruptcy Court. Any salary and compensation paid to the Debtor in exchange for management services at the market rate shall vest with the Debtor. The sources of Cash necessary for the Debtor to pay Allowed Claims that are to be paid in Cash by the Debtor on the Effective Date will be the Cash of the Debtor on hand as of the Effective Date. A copy of the Disclosure Statement dated May 3, 2019 is available at https://tinyurl.com/y4rpgvke from Pacermonitor.com at no charge. About Blue Eagle Farming Blue Eagle Farming and H J Farming are engaged in the business of cattle ranching and farming. Blue Smash Investments operates in the financial investment industry; War-Horse Properties manages companies and enterprises; Eagle Ray Investments and Forse Investments are lessors of real estate while Armor Light, LLC, is engaged in the business of residential building construction. Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018. On June 9, 2018, five Blue Eagle affiliates filed Chapter 11 petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC, Forse Investments LLC, Armor Light LLC, and War-Horse Properties, LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases are jointly administered under Case No. 18-02395. In the petitions signed by Robert Bradford Johnson, general partner of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Tamara O. Mitchell presides over the cases. Burr & Forman LLP is the Debtors' legal counsel. BLUE EAGLE FARMING: Unsecureds to be Beneficiaries of Johnson Trust ------------------------------------------------------------------- Blue Eagle Farming, LLC and affiliates filed a disclosure statement with respect to their joint plan of reorganization dated May 3, 2019. On the Effective Date, the equity interests of the Debtors and property remaining in the Debtors' Estates as of the Effective Date will be transferred to the Johnson Trust. The type, mode and manner of the transfer of interests and property to the Johnson Trust will be made in a way that enhances and maintains the value of such interests and property. The Plan Trustee will pay Holders of Claims all payments due under the Plan. Holders of Unsecured Claims in Class 6 will be beneficiaries of the Johnson Trust according to their Pro Rata Shares calculated as of the Effective Date. In the event that a Claim in Class 6 is disallowed pursuant to a Final Order, the Holder of such Claim will immediately forfeit the Holder's beneficial interest in the Johnson Trust. The Johnson Trust will be operated and managed by the Plan Trustee in accordance with the terms and conditions of this Plan and the Trust Agreement. In addition to any other powers and rights provided for in this Plan and the Trust Agreement, the Plan Trustee will have the power and right to liquidate or sell any property of the Johnson Trust to any third party in an arms-length transaction for fair market value, but only after providing to the beneficiaries of the Johnson Trust: (i) reasonable notice of such proposed liquidation or sale, and (ii) an opportunity to object to such proposed liquidation or sale and request a hearing with the Bankruptcy Court. To the extent Johnson is a manager or has management rights with respect to any entity, including the Debtors and those entities held in the Johnson Trust, nothing in this Plan or the Trust Agreement shall expand or diminish Johnson's rights as manager of any entity under applicable law. In addition, the Plan Trustee may employ and compensate Johnson for any management services provided to the Johnson Trust at the market rate for such services. To the extent any payments are made to Johnson by the Plan Trustee or any of the Debtors for services or for costs and expenses, any such payments shall be subject to approval of the Bankruptcy Court. Any salary and compensation paid to Johnson in exchange for management services at the market rate will vest with Johnson. The Plan Trustee will be obligated to take affirmative action to manage and operate the Johnson Trust, and the assets and entities held therein, in a way that maximizes the value of such assets and entities, including without limitation the duty to determine the optimal time and method for operating or selling any assets or businesses and to operate such businesses until such time. The sources of Cash necessary for the Debtors to pay Allowed Claims that are to be paid in Cash by the Debtors on the Effective Date will be the Cash of the Debtors on hand as of the Effective Date. As of the Effective Date, the Consolidated Debtors will be substantively consolidated, and the surviving entity will be Blue Eagle Farming, LLC, unless, prior to the Effective Date, the Consolidated Debtors elect (by filing a notice of such election with the Bankruptcy Court) to form a new entity into which all assets and liabilities of the Consolidated Debtors will be transferred in accordance with applicable nonbankruptcy law. A copy of the Disclosure Statement dated May 3, 2019 is available at https://tinyurl.com/y5pyt8w5 from Pacermonitor.com at no charge. About Blue Eagle Farming Blue Eagle Farming and H J Farming are engaged in the business of cattle ranching and farming. Blue Smash Investments operates in the financial investment industry; War-Horse Properties manages companies and enterprises; Eagle Ray Investments and Forse Investments are lessors of real estate while Armor Light, LLC, is engaged in the business of residential building construction. Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018. On June 9, 2018, five Blue Eagle affiliates filed Chapter 11 petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC, Forse Investments LLC, Armor Light LLC, and War-Horse Properties, LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases are jointly administered under Case No. 18-02395. In the petitions signed by Robert Bradford Johnson, general partner of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Tamara O. Mitchell presides over the cases. Burr & Forman LLP is the Debtors' legal counsel. BP FISHER LAW: Trustee Seeks to Hire Grobstein as Accountant ------------------------------------------------------------ Richard Marshack, the Chapter 11 trustee for BP Fisher Law Group, LLP, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Grobstein Teeple LLP as his accountant. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) analyze financial activity and prepare financial statements to be used for the preparation of monthly operating reports; (b) prepare MORs, 13-week rolling projections, budget-to-actual analyses, and tax returns; (c) address tax-related issues; (d) assist in the preparation of a plan of reorganization; (e) analyze tax implications of transactions related to the Debtor's bankruptcy estate; (f) provide litigation consulting and expert witness services; and (g) analyze potential avoidance actions. The firm's hourly rates are: Partners/Principals $300 - $485 Managers/Directors $225 - $375 Staff/Senior Accountants $85 - $275 Paraprofessionals $125 Howard Grobstein, a partner at Grobstein, disclosed in court filings that his firm neither holds nor represents any interest adverse to the interest of the Debtor's estate, creditors and equity security holders. The firm can be reached through: Howard B. Grobstein Grobstein Teeple LLP 6300 Canoga Avenue, Suite 1500W Woodland Hills, CA 91367 Telephone: (818) 532-1020 Facsimile: (818) 532-1120 Email: hgrobstein@gtllp.com documents@gtllp.com About BP Fisher Law Group BP Fisher Law Group, LLP, a law firm in Irvine, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10158) on Jan. 15, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Theodor Albert. Goe & Forsythe, LLP is the Debtor's legal counsel. Richard A. Marshack was appointed as Chapter 11 trustee for the Debtor. BRAND INDUSTRIAL: S&P Downgrades ICR to 'B-' on Elevated Leverage ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Brand Industrial Services Inc. to 'B-' from 'B'. At the same time, S&P lowered its issue-level ratings on Brand's senior secured debt to 'B-' from 'B' and the company's unsecured debt to 'CCC' from 'CCC+'. "Although we anticipate Brand will benefit from continued revenue and earnings growth, the company's aggressive debt-financed acquisition strategy demonstrates a tolerance for relatively high leverage, as indicated by increasing pro forma adjusted debt to EBITDA above 7x to acquire Safway (Badger Holding LLC) in June 2017," S&P said. "Rather than significant debt reduction, we believe the company's financial sponsor owners will continue to favor acquisitions that offer synergy opportunities, in line with historical trends. As such, we expect earnings improvement to drive leverage lower over the next year, but the pace of the decline in debt to EBITDA is slower than initially expected when the company acquired Safway, with a debt-to-EBITDA ratio above 6.5x in 2019," S&P said. The stable outlook on Brand reflects good earnings prospects, with expected revenue and earnings growth in 2019, according to S&P. The rating agency assumes the company's debt-to-EBITDA ratio will remain above 6.5x. "We could raise the ratings over the next 12 months if the company is on track to reduce debt leverage toward 6x and we expect it to remain there on a sustained basis," S&P said. This could occur if the company maintains EBITDA margins in the low- to mid-double digit percent area while it continues to generate positive free cash flow, with a free operating cash flow (FOCF)-to-adjusted-debt ratio in the low to mid-single-digit percent area, according to the rating agency. "Although, less likely over the next 12 months, we could lower the ratings if cash flow weakens and liquidity becomes strained. This could occur as a result of weaker-than-expected operating performance and cash flows due to unanticipated delays or additional project costs," S&P said. "Overall, we could lower the ratings if we come to believe the company depends on favorable business, financial, and economic conditions to meet its financial commitments, or if we view the company's financial commitments as unsustainable in the long term." BREITLING OIL: Proposes Distribution Plan to Investors ------------------------------------------------------ The Court-appointed receiver for Breitling Oil & Gas Corporation, Breitling Energy Corporation, Breitling Royalties Corporation, Crude Royalties LLC, Crude LLC, Patriot Energy Inc. and others has proposed a plan for the ultimate distribution of receivership assets to investors that suffered a "net out-of-pockets loss" resulting from any investment in or through the offering entities, on a pro rata basis as a percentage of the total net out-of-pocket losses of all offering entity investor. All other claims would be subordinated to offering entity investor claims. A claims bar date and claims confirmation process have also been proposed. The receiver will soon file a certificate of service with the Court triggering 21-day period to file objections to the plan. Th receiver's plan motion, all attachments and other information regarding the receivership estate and other claims confirmation process are available at http://breitlingreceivership.com/ Breitling Oil and Gas Corporation operates as an energy company and engages in exploration and development of onshore oil and gas properties. BROOALEXA LLC: Seeks to Hire Pepper & Nason as Legal Counsel ------------------------------------------------------------ BrooAlexa, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Pepper & Nason as its legal counsel. The firm will advise the Debtor of its powers and duties in the continued operation of its business and will provide other legal services in connection with its Chapter 11 case. Pepper & Nason's hourly rates are: William Pepper $350 Andrew Nason $350 Daniel Lattanzi $250 Emmett Pepper $200 The firm's attorneys do not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Pepper & Nason can be reached through: Andrew S. Nason, Esq. Pepper & Nason 8 Hale Street Charleston, WV 25301 Tel: (304) 346-0361 Fax: (304) 346-1054 Email: andyn@peppernason.com tinas@peppernason.com About BrooAlexa LLC BrooAlexa, LLC, a multi-faceted construction company in Charleston, W.Va., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-20128) on March 27, 2019. At the time of the filing, the Debtor disclosed $25,352 in assets and $1,557,712 in liabilities. The case is assigned to Judge Frank W. Volk. Pepper & Nason is the Debtor's legal counsel. BUILTRITE BUILDERS: Selling Three 2018 Dodge Ram 1500 Pickup Trucks ------------------------------------------------------------------- Builtrite Builders, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of the following vehicles: (i) 2018 Dodge Ram 1500 Pickup Truck, VIN 1C6RR7FT9JS178994 ("Vehicle 1"), (ii) 2018 Dodge Ram 1500 Pickup Truck, VIN 1C6RR7FT2JS103683 ("Vehicle 2"), and (iii) 2018 Dodge Ram 1500 Pickup Truck, VIN 1C6RR7FT0JS103682 ("Vehicle 3"). In furtherance of its efforts and to repay prepetition creditors through a plan of reorganization, the Debtor has streamlined operations. As a result, the Debtor no longer needs the certain vehicles that it currently owns. The Debtor asks Court authority to sell the same under Sections 363(b)(1) and (f)(3) of the Bankruptcy Code. The Vehicles it asks authority to sell are described as follows: a. Vehicle 1 (estimated value of $21,500 and approximate payoff amount of $21,255); b. Vehicle 2 (estimated value of $28,000 and approximate payoff amount of $28,038); and c. Vehicle 3 (estimated value of $21,000 and approximate payoff amount of $20,706). The Vehicles are each encumbered by a purchase money security interest with the approximate payoffs amount listed still due and owing for each of the Vehicles. Vehicles 2 and 3 are with US Bank and Vehicle 3 is with Ally Bank. The Debtor proposes to sell the Vehicles free and clear of all liens. The Debtor will not sell the Vehicles for an amount less than the estimated value set forth or the payoff amount of the liens at the time of sale. The liens of the purchase money security interest holder(s) will be satisfied immediately out of the proceeds of sale. About Builtrite Builders Builtrite Builders, LLC, d/b/a Copperleaf Homes and d/b/a Copperleaf Custom Homes, based in Colorado Springs, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 19-10938) on Feb. 11, 2019. In the petition signed by Steve Neary, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Joseph G. Rosania Jr. oversees the case. Wadsworth Warner Conrardy, P.C. is the Debtor's bankruptcy counsel. CAFE SERVICE: Taps Wisdom Professional as Accountant ---------------------------------------------------- Cafe Service Co. Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an accountant. In applications filed in court, the Debtors propose to employ Wisdom Professional Services Inc. to review bank statements, prepare monthly operating reports, and conduct a review of all of their financial documents. WPS will charge at a rate of $100 per report. Michael Shtarkman, a certified public accountant employed with WPS, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Shtarkman Wisdom Professional Services Inc. 2546 East 17th St., 2nd Floor Brooklyn, NY 11235 Phone: (718) 554-6672 Email: daniel@shtarkman.com About Cafe Service Co. Cafe Service Co. Inc., Yiorgos LLC, Lefkara Taxi LLC, Kefalonia Taxi LLC, Robola Inc., Tarifa LLC, Crossways Cab Corp, Devox Inc., and Anesthitos Inc. are privately held companies that operate in the taxi and limousine service industry. Cafe Service and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 19-41690 to 19-41697) on March 22, 2019. At the time of the filing, these Debtors disclosed their total assets and liabilities as follows: Total Total Assets Liabilities ------------ ----------- Cafe Service Co. Inc. $404,044 $1,414,692 Yiorgos, LLC $423,510 $1,574,256 Lefkara Taxi, LLC $401,076 $1,395,799 Kefalonia Taxi, LLC $405,600 $1,556,013 Anesthitos, Inc. $417,251 $1,431,245 The Debtors tapped the Law Offices of Alla Kachan, P.C., as their legal counsel. CALIFORNIA PALMS: Seeks to Hire Richard G. Zellers as Legal Counsel ------------------------------------------------------------------- California Palms, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Richard G. Zellers & Associates as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding the Debtor's rights, duties and powers under the Bankruptcy Code, and the preparation of a bankruptcy plan. Zellers & Associates will charge $300 per hour for its services. The firm has not received a retainer. Richard Zellers, Esq., at Zellers & Associates, attests that he is a disinterested person and does not hold nor represent an interest adverse to the Debtor's estate. The firm can be reached at: Richard G. Zellers, Esq. Richard G Zellers & Associates 3695 Boardman Canfield Road, Bldg. B, Suite 300 Canfield, OH 44406 Phone: +1 330-974-1466 About California Palms California Palms, LLC, is an Ohio limited liability company that operates residential mental health and substance abuse facilities. California Palms filed a Chapter 11 petition (Bankr. Case No. 19-40267) on Feb. 27, 2019. In the petition signed by Sebastian Rucci, managing member, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge John P. Gustafson. The Debtor is represented by Sebastian Rucci, Esq., at the Law Office of Sebastian Rucci. CARLOS MIGUELS: Seeks to Hire Wood Smith as Special Counsel ----------------------------------------------------------- Carlos Miguel's of Castle Rock LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Wood, Smith, Henning & Berman LLP as its special counsel. The firm will represent the Debtor in a litigation filed by its employee. The plaintiff's claims in the litigation are principally based on an alleged assault and battery by Debtor's managers. Nick Herrick, Esq., the firm's attorney expected to represent the Debtor, charges an hourly fee of $220. Other attorneys at Wood Smith who may provide services charge $270 per hour. Meanwhile, the rate for paralegals and law clerks is $110 per hour. The Debtor will pay Wood Smith a retainer in the amount of $5,000, after which all other fees and costs of the firm will be paid by the Debtor's insurance carrier. Mr. Herrick disclosed in court filings that his firm neither holds nor represents any interest adverse to the Debtor and its bankruptcy estate. Wood Smith can be reached through: Nick R. Herrick, Esq. Wood, Smith, Henning & Berman LLP 1805 Shea Center Drive, Suite 200 Highlands Ranch, CO 80129 Phone: (720) 479-2500/(720) 479-2511 Fax: (303) 471-1855 Email: nherrick@wshblaw.com About Carlos Miguel's Carlos Miguel's -- http://www.carlosmiguels.com/-- is a restaurant chain in Littleton, Colo., that offers authentic Mexican cuisine like quesadillas, enchilladas, and more. Carlos Miguel's has branches in Castle Rock, Colorado Springs, Highlands Ranch, Littleton, Briargate, Monument and Frisco. On Sept. 28, 2018, Carlos Miguel's of Castle Rock, LLC; Carlos Miguel's of Country Club Corners, LLC; Carlos Miguel's of Frisco, LLC; and Carlos Miguel's of Littleton, LLC, filed voluntary Chapter 11 petitions (Bankr. D. Colo. Case Nos. 18-18485 to 18-18488). The petitions were signed by Luis Miguel Martin, managing member. At the time of filing, Carlos Miguel's of Castle Rock disclosed $33,357 in assets and $184,571 liabilities; Carlos Miguel's of Country Club disclosed $26,396 in assets and $280,865 in liabilities; while Carlos Miguel's of Frisco, LLC, disclosed $26,756 in assets and $304,193 liabilities. The Hon. Elizabeth E. Brown oversees the cases. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as the Debtors' counsel. CARLSON TRAVEL: S&P Affirms 'B-' Rating on Senior Secured Notes --------------------------------------------------------------- S&P Global Ratings revised its recovery rating on Carlson Travel Inc's (CTI's) $415 million senior secured dollar notes and EUR330 million senior secured euro notes upward to '3' from '4'. The '3' recovery rating indicates S&P's expectation of meaningful recovery (50%-70%; rounded estimate: 60%) for debtholders in the event of a default. The higher recovery rating on the senior secured notes follows an upward revision of the rating agency's expectation of the company's emergence EBITDA at default to about $126 million from $115 million previously, and a higher EBITDA multiple of 5.5x. At the same time, S&P affirmed its 'B-' issue rating on the senior secured notes. S&P also affirmed its 'CCC' issue rating with a '6' recovery rating on CTI's unsecured notes, indicating its expectation of negligible recovery (0%-10%; rounded estimate: 0%) for lenders in the event of a payment default. The 'B-' long-term issuer credit rating on CTI remains unchanged. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's hypothetical default scenario assumes a sustained economic downturn; intensifying competition from other companies in the business travel sector, including online travel agencies; margin pressures from customers; or an unexpected adverse event. -- S&P values CTI as a going concern basis given its leading market position in the corporate travel management sector and substantial customer base among blue-chip corporate clients and governments. -- The $150 million multicurrency revolving credit facility (not rated) ranks super senior to the senior secured notes. S&P assumes that 85% of this revolving facility would be drawn at the time of default, which in turn affects the overall recovery amounts for the senior secured and unsecured notes. Simulated default assumptions -- Year of default: 2021 -- Jurisdiction: U.S. Simplified waterfall -- EBITDA at emergence: $126 million -- Minimum capital expenditure at 3% of annual revenues, based on the company's historic trends and S&P Global Ratings' future expectations -- Standard cyclicality adjustment of 5%, in line with sector assumptions -- Multiple: 5.5x, which is standard for a business services company -- Gross enterprise value at default: $692 million -- Net enterprise value after administrative costs (5%): $648 million. -- Value available to priority debt: $132 million*. -- Value available for senior secured claims: $516 million -- Estimated senior secured claims: $820 million* -- Recovery rating: 3 (50%-70%; rounded estimate: 60%) -- Value available for senior unsecured claims: $0 million* -- Estimated senior unsecured claims: $261 million* -- Recovery rating: 6 (0%) *All debt amounts include six months' prepetition interest. CARMEL MEDICAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Carmel Medical Office Building, LLC 9999 Ditch Road Carmel, IN 46032 Business Description: Carmel Medical Office Building, LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a real property located at 10601 North Meridian Street Indianapolis, IN 46260 having a current value of $5.3 million (based on offer received in 2019). Chapter 11 Petition Date: May 15, 2019 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Case No.: 19-03536 Judge: Hon. James M. Carr Debtor's Counsel: Jeffrey M. Hester, Esq. HESTER BAKER KREBS LLC One Indiana Square, Suite 1600 211 N. Pennsylvania Street Indianapolis, IN 46204-1816 Tel: 317-833-3030 Fax: 317-833-3031 E-mail: jhester@hbkfirm.com Total Assets: $6,125,000 Total Liabilities: $6,667,625 The petition was signed by Zakir H. Khan, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/insb19-03536.pdf CDRH PARENT: S&P Cuts ICR to 'CCC+' on Risk of Debt Restructuring ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Jacksonville, Fla.–based wound care services provider CDRH Inc. (doing business as Healogics Inc.) to 'CCC+' from 'B-'. At the same time, S&P lowered the issue-level rating on the company's senior secured term to 'CCC+'. It also revised the recovery rating to '4' from '3', indicating its expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of a payment default. "The downgrade reflects our view that the company will struggle to significantly improve financial performance, eliminate cash flow deficits, and service its very high debt level, leading us to believe that current debt levels may be unsustainable ahead of Healogics' need to refinance its debt in 2021," S&P said. Healogics continues to experience operational setbacks, including ongoing declines in the number of clinics managed and in hyperbaric oxygen therapy chambers (HBOTC) treatment volumes, according to the rating agency. "We believe Healogics may be dependent on its revolver capacity to meet future obligations. Although we do not expect the company to breach leverage covenants, we expect EBITDA in 2019 will fall short of interest expense and capital expenditures," S&P said. The negative outlook reflects S&P's belief that ongoing cash flow deficits and weakening liquidity, will reduce the chances that the company can meets its debt obligations and successfully refinance its 2021 maturities in absence of material improvements. The outlook also incorporates S&P's expectation that Healogics will remain in compliance with its financial covenants, limiting the risk of a restructuring over the next year. "We could lower the rating if the impact of new initiatives fall short of the level necessary to boost operating performance and cash flow enough to sustain its debt. This would diminish the likelihood that the company can refinance its revolver and term loan, both due in 2021," S&P said, adding that this could materialize if the company experiences operational setbacks, including a continued decline in the number of clinics managed and HBOTC treatment volumes, or unexpected setbacks in its new innovation segment. "This would lead us to believe the company is unable to sustain the burden of fixed obligations in the capital structure over time," the rating agency said. S&P said it could revise the outlook to stable if the company's progress in its innovation segment exceeds the rating agency's expectations and if it grows its core clinics segment enough to generating positive free cash flow, adding that this is necessary to support a debt refinancing prior to the 2021 term loan maturity. CHERRY BROS: CDFund Buying Substantially All Assets --------------------------------------------------- Cherry Bros., LLC and C. Bros. Holdings, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a notice of their proposed sale of substantially all assets to CDFund, LLC, subject to overbid. On April 4, 2019, the Debtors filed a motion asking approval of among other things: (i) bid procedures in connection with the sale of substantially all of the Debtors' assets; (ii) procedures for their assumption and assignment of certain executory contracts and unexpired leases, including deadlines for objections to such assumption and assignment; (iii) a date and time for a sale hearing; and (iv) related relief. On April 15, 2019, the Bankruptcy Court entered an order approving the Bid Procedures. The Debtors have entered into an asset purchase agreement with the Stalking Horse Bidder for the Sale free and clear of all liens, claims, encumbrances, and other interests. The APA provides that, in the event that the Debtors consummate the Sale to a bidder other the Stalking Horse Bidder, the Stalking Horse Bidder will receive: (i) a $50,000 break-up fee; and (ii) reimbursement of reasonable and document fees and expenses of up to $50,000. All interested parties are invited to submit Qualified Bids to purchase all or portions of the Debtors' assets in accordance with the terms of the Bid Procedures. The Bid Procedures set forth the requirements for a Qualified Bid, including without limitation: a. An asset purchase agreement that satisfies the requirements of the Bid Procedures, including a blackline against the Stalking Horse Bidder’s APA. b. Satisfactory evidence of committed financing or other ability to consummate the Sale. c. A 10% Good Faith Deposit. d. Any potential bidder will be granted access to a data room by delivering to SSG: (i) an executed confidentiality agreement in form and substance satisfactory to the Debtors; and (ii) evidence of financial ability to close the Sale, by no later than May 3, 2019. e. The Debtors will hold an auction on May 7, 2019, starting at 10:00 a.m. (ET) at the offices of Benesch, Friedlander, Coplan & Aronoff LLP, One Liberty Place, 1650 Market Street, 36th Floor, Philadelphia, Pennsylvania 19103. Qualified Bids may be submitted at the Auction, but the Debtors encourage potential bidders to submit bids to SSG prior to the Auction. Any potential bidder intending to submit a Qualified Bid and participate in the Auction, as well as any parties in interest wanting to attend the Auction, must email SSG and Debtors’ counsel, Michael J. Barrie, Esq. and Jennifer R. Hoover, Esq. (email: mbarrie@beneschlaw.com and jhoover@beneschlaw.com), by noon (ET) on May 5, 2019 in order to be added to the visitor list. If no potential bidders other than the Stalking Horse Bidder send an email to the Debtors' counsel indicating an intent to submit a Qualified Bid by the Notification Deadline, the Auction will be cancelled. f. The Sale Hearing to consider approval of the sale of the Assets to the Successful Bidder(s) at the Auction, free and clear of all liens, claims, encumbrances and other interests, will be held before the Honorable Ashely M. Chan, United States Bankruptcy Judge, 900 Market Street, Philadelphia, Pennsylvania 19107 on May 14, 2019, at 9:00 a.m. ET, or at such other time thereafter as counsel may be heard. The Sale Hearing may be adjourned from time to time without further notice other than by announcement in open court or on the Bankruptcy Court's docket. Objections may be made at or prior to the Sale Hearing. g. The Debtors will ask to assume and assign certain executory contracts and unexpired leases to the Successful Bidder(s). The identification of those contracts and leases, the proposed cure amounts, and deadline for objections to such assumption and assignment will be set forth in a separate notice to contract counterparties. h. Those parties interested in receiving copies of any related document, including the Sale Motion and the Bid Procedures Order, may make a written request to the Debtors' counsel. About Cherry Bros. Cherry Bros., LLC is a privately held miscellaneous durable goods merchant wholesaler. Cherry Bros. and its affiliate C. Bros. Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Penn Lead Case No. 19-11644) on March 18, 2019. The petitions were signed by Larry Cherry, authorized representative. At the time of the filing, Cherry Bros. estimated assets of $1 million to $10 million and estimated debts of $10 million to $50 million. C. Bros. Holdings estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtors tapped Michael Jason Barrie, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, as their legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 2, 2019. The committee tapped Polsinelli PC as its legal counsel. CNG HOLDINGS: Moody's Puts Caa2 CFR on Review for Upgrade --------------------------------------------------------- Moody's Investors Service has placed on review for upgrade CNG Holdings, Inc.'s Caa2 corporate family and senior secured ratings. In the same rating action, Moody's has assigned a Caa2 rating to CNG's planned $310 million of 5-year senior secured notes and placed this rating on review for upgrade. Upon completion of the new debt issuance, Moody's expects to upgrade the company's corporate family rating and senior secured debt rating for the newly issued notes to B3 from Caa2. Moody's also has withdrawn the outlooks on CNG's corporate family and senior secured debt rating for its own business reasons. On Review for Upgrade: Issuer: CNG Holdings, Inc. Corporate Family Rating, Placed on Review for Upgrade, currently Caa2 Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa2 Assignments: Issuer: CNG Holdings, Inc. Senior Secured Regular Bond/Debenture, Assigned Caa2, Placed on Review for Upgrade Outlook Actions: Issuer: CNG Holdings, Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for upgrade of CNG's ratings was prompted by the company's announcement that it plans to issue $310 million of senior secured notes maturing in 2024, which would reduce the company's refinancing risk through the extension of maturities of its debt obligations. The company plans to use the proceeds from the note issuance to redeem the $326 million outstanding on its senior secured notes due in 2020. CNG's ratings also reflect the strong profitability of the company's core financial services business, yet weak capitalization, which remains a rating constraint given the risk it presents to the company's continued transition to underwriting-based installment lending. As with all payday lenders, CNG faces a high regulatory risk in the sector; however, the company's lower reliance on payday loans compared to peers partially mitigates this concern. WHAT COULD CHANGE THE RATINGS UP/DOWN The ratings could be upgraded once the company completes the new issuance which will significantly reduce the company's refinancing risk. CNG's ratings could be downgraded if the company's profitability and leverage meaningfully deteriorate, of if the company pursues an aggressive capital distribution. The principal methodology used in these ratings was Finance Companies published in December 2018. CNG HOLDINGS: S&P Raises ICR to 'B'; Outlook Stable --------------------------------------------------- S&P Global Ratings raised its issuer credit rating on CNG Holdings Inc. to 'B' from 'CCC+'. The outlook on CNG is stable. S&P also assigned an issue rating on CNG's senior secured notes of 'B'. The recovery rating is '4' (35%; modest recovery). The upgrade reflects the successful refinancing of the company's 2020 notes, and recent improvement in earnings. The new $310 million notes due 2024 will pay down the existing $326 million senior secured notes 2020, according to the rating agency . S&P views the longer maturity profile favorably because it enhances the company's financial flexibility as it continues to shift customers from short-term single pay loans to longer-term installment loans, which the rating agency believes lowers potential regulatory risk. S&P's stable outlook on CNG reflects its expectation that over the next 12 months the company will operate with leverage, as measured by debt to EBITDA, of 3.5x-4.0x, and EBITDA coverage between 2.0x and 3.0x. S&P's ratings also reflect its expectations that the company continues to transition away from payday loans in favor of installment loans. "We could lower the rating on CNG if the company experiences any adverse regulatory actions or if its credit performance materially deteriorates. We could also lower the rating if the company operates with leverage above 4.0x or EBITDA coverage below 2.0x," S&P said. "Over time, we could raise the rating if the company sufficiently diversifies its business lines into less potential regulatory risk, lowers leverage below 3.0x and, improves EBITDA coverage above 3.0x," the rating agency said. COOL HOLDINGS: Incurs $3.65 Million Net Loss in First Quarter ------------------------------------------------------------- Cool Holdings, Inc. filed with the U.S. Securities and Exchange Commission on May 15, 2019, its Quarterly Report on Form 10-Q reporting a net loss of $3.65 million $5.22 million of net sales for the three months ended March 31, 2019, compared to a net loss of $2.76 million on $4.09 million of net sales for the three months ended March 31, 2018. As of March 31, 2019, Cool Holdings had $13.89 million in total assets, $19.01 million in total liabilities, and a total stockholders' deficit of $5.12 million. Cool Holdings said, "We are in the early stages of executing our strategy. Because we have not been profitable and do not have a bank line of credit, our primary sources of funding have been the sale of debt and equity securities. We expect this situation will continue until we get adequately funded and are able to grow our network of retail stores to a level where we can achieve sustained profitability. Our pending acquisition of Simply Mac, Inc. ... will also be funded through a combination of new debt and equity capital." A full-text copy of the Form 10-Q is available for free at: https://is.gd/0xDtlq About Cool Holdings Cool Holdings, Inc., formerly known as InfoSonics Corporation -- http://www.coolholdings.com/-- is a Miami-based company focused on premium retail brands. Currently, the Company's business is comprised of OneClick, a chain of 16 retail consumer electronics stores authorized under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs, and Cooltech Distribution, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands. During 2018, the Company discontinued its verykool brand of Android-based wireless handsets, tablets and related products the Company sold to carriers, distributors and retailers in Latin America. The Company incorporated under the laws of the State of California on Feb. 7, 1994, under the name InfoSonics Corporation. On Sept. 11, 2003, the Company reincorporated under the same name under the laws of and into the State of Maryland. On June 8, 2018, the Company changed its name to Cool Holdings, Inc. Cool Holdings reported a net loss of $27.27 million for the year ended Dec. 31, 2018, compared to a net loss of $7.54 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $13.69 million in total assets, $16.44 million in total liabilities, and a total stockholders' deficit of $2.75 million. Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. CORNERSTONE VALVE: Seeks Approval to Hire Accountant ---------------------------------------------------- Cornerstone Valve, LLC and Well Head Component, Inc., seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire an accountant. In an application filed in court, the Debtors propose to employ Darshan Wadhwa, a certified public accountant, to file their tax returns and provide audit services. Mr. Wadhwa will charge $175 per hour for his services. The retainer fee is $3,000. Mr. Wadhwa is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. About Cornerstone Valve and Well Head Component Cornerstone Valve LLC -- http://www.cornerstonevalue.com/-- is a manufacturer of fabricated metal products. Well Head Component, Inc., which conducts business under the name Avsco, provides supply chain and project management services. It offers engineering, designing, and manufacturing services, as well as modification and logistics services. Well Head is an international OEM representative and distributor of industrial products for the most requested brands used by energy markets. Headquartered in Houston, Texas, Well Head has an in-country presence in Nigeria, Libya, UAE and most recently in Brazil and Italy. Cornerstone Valve and Well Head sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos. 19-30869 and 19-30870) on Feb. 15, 2019. At the time of the filing, Cornerstone Valve estimated assets and liabilities of between $1 million and $10 million. Well Head estimated assets of between $1 million and $10 million and liabilities of less than $1 million. The cases are assigned to Judge Marvin Isgur. Sartaj Bal, PC, is the Debtors' bankruptcy counsel. DAVE GIDDEON TRUCKING: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Dave Giddeon Trucking LLC 1301 Thiel Rd Laurel, MT 59044 Business Description: Dave Giddeon Trucking LLC is a privately held trucking company in Laurel, Montana. Chapter 11 Petition Date: May 15, 2019 Court: United States Bankruptcy Court District of Montana (Butte) Case No.: 19-60475 Debtor's Counsel: James A. Patten, Esq. PATTEN PETERMAN BEKKEDAHL & GREEN Ste 300, The Fratt Bldg 2817 2nd Ave N Billings, MT 59101 Tel: (406) 252-8500 Fax: (406) 294-9500 E-mail: apatten@ppbglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Whitney S. Giddeon, member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mtb19-60475.pdf DIRECTVIEW HOLDINGS: Posts $929K Net Loss in First Quarter ---------------------------------------------------------- DirectView Holdings, Inc., filed with the U.S. Securities and Exchange Commission on May 15, 2019, its Quarterly Report on Form 10-Q reporting a net loss of $929,438 on $625,581 of total net sales for the three months ended March 31, 2019, compared to a net loss of $26.09 million on $1.20 million of total net sales for the three months ended March 31, 2018. As of March 31, 2019, the Company had $1.77 million in total assets, $23.14 million in total liabilities, and a total stockholders' deficit of $21.37 million. At March 31, 2019, the Company had a cash balance of $86,805 and a working capital deficit of $21,888,312. The Company reported a net decrease in cash for the three months ended March 31, 2019 of $14,311. While the Company currently has no material commitments for capital expenditures, at March 31, 2019 the Company owed approximately $117,000 under various notes payable. During the three months ended March 31, 2019, the Company raised $699,500 of proceeds through the issuance of convertible notes payable. Net cash used in operating activities for the three months ended March 31, 2019 amounted to $413,248 and was primarily attributable to the Company's net loss of $929,438, partially offset by non-cash items totaling $24,728. Working capital changes consisted of increases in accounts payable of $64,438, and accrued expenses of $291,628, and decreases in contract assets of $56,756, accounts receivable of $52,819, and other current assets of $34,876, partially offset by an increase in inventory of $8,495. For the three months ended March 31, 2019, there were no investing activities. Net cash used in investing activities was $5,130 for the three months ended March 31, 2018 and consisted of purchases of property and equipment. Net cash provided by financing activities was $398,937 for the three months ended March 31, 2019. The Company received proceeds from convertible notes payable of $699,500, which were partially offset by repayments of notes payable of $48,563, repayments of convertible notes payable of $240,000, and payments to a related party of $12,000. DirectView said, "We do not anticipate we will be profitable in 2019. Therefore our operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt and convertible debt securities, obtaining credit facilities, or other financing mechanisms. The trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations. Furthermore we have debt obligations, which must be satisfied. If we are successful in securing additional working capital, we intend to increase our marketing efforts to grow our revenues. Other than those disclosed above, we do not presently have any firm commitments for any additional capital and our financial condition as well as the uncertainty in the capital markets may make our ability to secure this capital difficult. There are no assurances that we will be able to continue our business, and we may be forced to cease operations in which event investors could lose their entire investment in our company." A full-text copy of the Form 10-Q is available for free at: https://is.gd/erfp7i About Directview Holdings DirectView Holdings, Inc., (DIRV) together with its subsidiaries, provides video surveillance solutions and teleconferencing products and services to businesses and organizations. Based in Boca Raton, Florida, the company operates in two divisions, Security (Video Surveillance) and Video Conferencing. The Security division offers technologies in surveillance systems providing onsite and remote video and audio surveillance, digital video recording, and services. It also sells and installs surveillance systems; and sells maintenance agreements. The company sells its products and services in the United States and internationally through direct sales force, referrals, and its websites. The Video Conferencing division offers teleconferencing products and services that enable clients to conduct remote meetings by linking participants in geographically dispersed locations. It is involved in the sale of conferencing services based upon usage, the sale and installation of video equipment, and the sale of maintenance agreements. This division primarily provides conferencing products and services to numerous organizations ranging from law firms, banks, high tech companies and government organizations. DirectView Holdings maintains two websites at http://www.directview.com/and http://www.directviewsecurity.com. Directview reported a net loss of $10.05 million for the year ended Dec. 31, 2018, compared to a net loss of $1.54 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $1.97 million in total assets, $22.76 million in total liabilities, and a total stockholders' deficit of $20.79 million. Assurance Dimensions, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company had a net loss and cash used from operations of approximately $10,058,000 and $1,854,000, respectfully for the year ended of Dec. 31, 2018 and a working capital deficit of approximately $21,351,000 as of Dec. 31, 2018. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DOWN NECK: Seeks to Hire John J Straccamore as Accountant --------------------------------------------------------- Down Neck, LLC seeks authority from the U.S. Bankruptcy Court District of New Jersey to hire John J Straccamore CPA LLC as its accountant. The accounting services Straccamore will render are: a. prepare the Debtor's federal and New Jersey state tax returns; b. assist the Debtor in the preparation and filing of monthly operating reports; and c. prepare analyses to assist the Debtor in its negotiations, meetings and telephone conferences with its creditors or other parties. John Straccamore, the firm's accountant who will be providing the services, will charge $300 per hour. Mr. Straccamore assures the court that he is disinterested under Section 101(14) of the Bankruptcy Code and does not represent nor hold interest adverse to the Debtor and its estate. The firm can be reached at: John J Straccamore, CPA John J Straccamore CPA LLC 21 Balston Drive Verona, NJ 07044 Phone: (973) 239-9157 About Down Neck LLC Down Neck LLC conducts business under the name Lombardi's Bar & Restaurant. It is based in Cedar Grove, N.J. Down Neck filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-18522) on April 26, 2019, listing under $1 million in both assets and liabilities. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. Richard D. Trenk, Esq., at McManimon, Scotland & Baumann, LLC represents the Debtor as counsel. DOWN NECK: Seeks to Hire McManimon Scotland as Legal Counsel ------------------------------------------------------------ Down Neck, LLC seeks authority from the U.S. Bankruptcy Court District of New Jersey to hire McManimon, Scotland & Baumann, LLC as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. assist in the preparation of schedules of assets and liabilities and statement of financial affairs; b. advise the Debtor of its powers and duties in the continued management of its financial affairs; c. prepare a disclosure statement and plan of reorganization and take the necessary legal steps to confirm and consummate the plan; and d. assist the Debtor in connection with the disposition or use of its assets. The firm's hourly rates are: Partners $325 - $500 Associates $255 - $295 Law Clerks $195 Paralegals $145 - $215 Richard Trenk, Esq., and Thomas Walsh, Esq., the firm's attorneys designated to represent the Debtor, will charge $500 per hour and $375 per hour, respectively. Mr. Trenk assures the court that he is disinterested under Section 101(14) and does not represent nor hold interest adverse to the Debtor and its estate. The firm can be reached at: Richard D. Trenk McManimon, Scotland & Baumann, LLC 75 Livingston Avenue, Ste 201 07068 Roseland, NJ 07068 Phone: 973-622-1800 Email: rtrenk@msbnj.com About Down Neck LLC Down Neck LLC conducts business under the name Lombardi's Bar & Restaurant. It is based in Cedar Grove, N.J. Down Neck filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-18522) on April 26, 2019, listing under $1 million in both assets and liabilities. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. Richard D. Trenk, Esq., at McManimon, Scotland & Baumann, LLC represents the Debtor as counsel. DSN INC: Wright Buying Hancock Tract of Land for $159K ------------------------------------------------------ DSN, Inc. asks the U.S. Bankruptcy Court for the Central District of Illinois to authorize the sale of the tract of land lying in the Southwest Quarter of Section 19, Township 4 North, Range 5 West, Hancock County, Illinois to Thomas D. Wright for $159,705 ($3,150/acre). Prior to filing the bankruptcy, on Feb. 25, 2019, the Debtor entered into a real estate contract to sell the property. Pursuant to the Contract, the Debtor has received an offer from the Buyer, 289 N. County Road 1200, Sutter, IL 62373, to purchase said property in the amount of $159,705.00 ($3,150/acre). Said sale will not be 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 the Debtor's payoff balance on the multiple cross-collateralized loans/mortgages is in excess of the sale price. The Debtor is of the opinion that such an offer is fair and reasonable, and it is in the best interests of the estate, and asks that the Court approves the sale. The Buyer intends to plant crops on a part of the real estate. The parties desire to close as soon as possible. Accordingly, an expedited hearing is appropriate. 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. DURHAM CONSTRUCTION: Seeks to Hire Donald Butler as Legal Counsel ----------------------------------------------------------------- Durham Contruction Trade Institute seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Donald Butler & Associates as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its rights, powers and duties under the Bankruptcy Code and the preparation of a bankruptcy plan. Donald Butler, Esq., the attorney who will be handling the case, will charge an hourly fee of $150 while the paralegals assisting him will charge $100 per hour. Mr. Butler disclosed in court filings that he and his firm neither hold nor represent any interest adverse to the Debtor's estate. The firm can be reached through: Donald Butler, Esq. Donald Butler & Associates 1220 West 6th St., Suite 203 Cleveland, OH 44114 Phone: (216) 621-7260 Fax: (216) 241-1312 Email: butdon@aol.com About Durham Contruction Trade Institute Durham Contruction Trade Institute sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-11815) on March 29, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case has been assigned to Judge Jessica E. Price Smith. EDGEMARC ENERGY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: EdgeMarc Energy Holdings, LLC 1800 Main Street, Suite 220 Canonsburg, PA 15317 Business Description: Headquartered in Canonsburg, Pennsylvania, EdgeMarc (formed on Sept. 30, 2011) -- http://www.edgemarcenergy.com-- is an exploration and production company engaged in the acquisition, production, exploration and development of natural gas and natural gas liquids from underground deposits in the Appalachian Basin. The Debtors conduct their drilling and exploration activities in the "stacked" liquid-rich Marcellus shale in Pennsylvania and dry gas Utica shale in Ohio. Chapter 11 Petition Date: May 15, 2019 Nine affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- EdgeMarc Energy Holdings, LLC (Lead Case) 19-11104 EM Energy Manager, LLC 19-11105 EM Energy Employer, LLC 19-11106 EM Energy Ohio, LLC 19-11107 EM Energy Pennsylvania, LLC 19-11108 EM Energy West Virginia, LLC 19-11109 EM Energy Keystone, LLC 19-11110 EM Energy Midstream Ohio, LLC 19-11111 EM Energy Midstream Pennsylvania, LLC 19-11112 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtors' Bankruptcy Counsel: Adam G. Landis, Esq. Kerri K. Mumford, Esq. Kimberly A. Brown, Esq. Holly M. Smith, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Tel: (302) 467-4400 Fax: (302) 467-4450 Email: landis@lrclaw.com mumford@lrclaw.com brown@lrclaw.com smith@larclaw.com Debtors' Corporate Counsel: Darren S. Klein, Esq. Lara Samet Burchwald, Esq. Aryeh E. Falk, Esq. Jonah A. Peppiatt, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 Fax: (212) 701-5800 Email: darren.klein@davispolk.com lara.buchwald@davispolk.com aryeh.falk@davispolk.com jonah.peppiatt@davispolk.com Debtors' Investment Banker: EVERCORE PARTNERS Debtors' Financial Advisors: OPPORTUNE LLC AND DACARBA LLC Debtors' Notice & Claims Agent: PRIME CLERK LLC https://cases.primeclerk.com/edgemarc Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Callum Streeter, chief executive officer. A full-text copy of EdgeMarc Energy's petition is available for free at: http://bankrupt.com/misc/deb19-11104.pdf Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. BP Energy Company Trade Debt $41,353,390 201 Helios Way Houston, TX 77079 Attn: Bart Brooks Tel: 832-664-4505 Fax: 713-323-5925 Email: Bart.brooks@bp.com 2. Rover Pipeline LLC Trade Debt $3,773,623 1300 Main Street Houston, TX 77002 Attn: Beth Hickey Tel: 713-989-7633 Email: Beth.hickey@energytransfer.com 3. Rockies Express Pipeline LLC Trade Debt $1,638,319 370 Van Gordon Street Lakewood CO 80228-8304 Attn: Samantha Richardson Tel: 303-763-3295 Email: Samantha.richardson@tallgrassenergylp.com 4. Texas Gas Transmission LLC Trade Debt $1,283,500 610 W. Second Street Owensboro, KY 42301 Attn: Rick Whitworth Tel: 270-688-6847 Email: Rick.Whitworth@bwpmlp.com 5. Markwest Liberty Trade Debt $711,635 Bluestone, LLC 1515 Arapahoe Street Tower 1 Suite 1600 Denver, CO 80202 Attn: Jim Crews Vice President, Business Development Tel: 304-343-6580 Email: james.crews@marketwest.com 6. ETC Northeast Pipeline, LLC Trade Debt $615,995 6051 Wallace Road Ext., 3rd Floor Wexford, PA 15090 Attn: Alan Vaina Tel: 214-981-0700 Fax: 214-981-0703 Email: Alan.vaina@energytransfer.com 7. Ernst & Young LLP Professional $528,400 Pittsburgh Ntnl Bnk-Pitt Services 640382 Pittsburgh, PA 15264 0382 Attn: Carmen Alfiere Tel: 212-360-9188 Email: Carmen.Alfiere@EY.com 8. AXIP Energy Services Trade Debt $502,939 1301 McKinney, Suite 900 Houston, TX 77010 Attn: Ed Piper Senior Director - Sales and Business Development Tel: 832-294-6700 Email: epiper@axip.com 9. Gateway Royalty IV LLC Royalties $275,954 Corporation Service Company 50 West Broad Street, Suite 1330 Columbus, OH 43215 Tel: 817-614-8529 Email: info@gatewayroyaltyllc.com 10. Anthony Nazar Royalties $192,643 Aka Anthony Nazar, Jr. 2751 Robindale Avenue Akron, OH 44312 Tel: 330-690-0157 11. Christopher J. and Royalties $187,968 Lynda M. Keylor 363 West Main Street Barnesville, OH 43713 Tel: 740-312-8320 12. Paul F. and Patty S. Keylor Royalties $183,012 321 Eastern Avenue Woodsfield, OH 43793 Tel: 740-312-8320 13. Dominion Energy Trade Debt $181,366 Transmission, Inc. 707 E Main Street 18th Floor Richmond, VA 23219 Attn: Travis O'Berry Interstate Marketing Manager Tel: 804-771-3810 Fax: 804-771-6786 Email: Travis.oberry@dominionenergy.com 14. Michael Christman and Royalties $153,226 Crystal L. Christman 37758 State Rd 800 Sardis, OH 43946 Tel: 740-213-6400 15. Ronald Krisher and Royalties $148,161 Karen Krisher 4510 Highland Avenue Warren, OH 44481 Tel: 330-394-6190 16. Robert L. Shapley Royalties $138,759 and Nancy Gail Shapley 410 Fairview Ridge Rd. New Matamoras, OH 45767 Tel: 740-865-2444 17. CSML Farms, LLC Royalties $123,200 34685 Oldfield Road New Matamoras, OH 45767 Tel: 740-865-2231 18. Marilyn S. Haynes Royalties $115,500 2333 North Fork Rd. New Matamoras, OH 45767 Tel: 750-865-2129 19. Dale A. Dietz and Royalties $93,600 Diane Dietz, H/W 2376 Howard Ln Akron, OH 44312 Tel: 330-699-2507 20. Neal Hensel and Royalties $89,199 Barbara Hensel 40670 Greenbrier Rd. New Matamoras, OH 45767 Tel: 740-934-2339 EDGEMARC ENERGY: Files for Ch. 11 to Initiate Sale Process ---------------------------------------------------------- EdgeMarc Energy Holdings, LLC, on May 15, 2019, commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware, together with its subsidiaries, to facilitate a sale of substantially all of the Company's assets. Callum Streeter, EdgeMarc's Chief Executive Officer, stated: "Since the explosion of the Revolution pipeline in 2018, EdgeMarc's production has been significantly curtailed and the Company has been unable to satisfy its long-haul firm transportation contracts. Following a comprehensive review of all possible alternatives to ensure the Company's long-term ability to develop our natural gas and NGL rich assets, the EdgeMarc Board and management team have determined that a sale is the best path forward for all stakeholders. This process will provide the necessary resources and flexibility to resume normal upstream operating activities at our well sites in Pennsylvania and Ohio." EdgeMarc intends to implement the sale under Section 363 of the U.S. Bankruptcy Code, which will allow the Company to provide for an orderly sale of its assets in a court-supervised environment. EdgeMarc has submitted auction procedures to the Court for approval. Under those procedures, the auction of substantially all of EdgeMarc's assets is expected to take place on or prior to Aug. 14, 2019, although that date is subject to change. EdgeMarc expects all of its operations and well sites that are not contracted with the Revolution pipeline to operate without disruption during the sale process. Customers, lessors, and employees of those operations should see no interruption as a result of this process. Mr. Streeter continued: "Despite the unfortunate challenges as a result of the explosion, our underlying business fundamentals remain sound. Pursuing a sale under the Court's supervision provides the quickest and most efficient path forward so we can return to doing what we do best – safely developing our high-quality assets. I want to express my gratitude to the fantastic EdgeMarc team for their unwavering dedication and hard work. We are also grateful for the ongoing support of our customers, lessors, vendors and other business partners." Revolution Pipeline In 2015, Energy Transfer entered into long-term gas gathering, processing and fractionation agreements with EdgeMarc, which would provide EdgeMarc with effective gathering and processing for a significant inventory of lateral locations that would be drilled to access rich gas from the stacked Devonian and Marcellus shales in Butler County, PA. These agreements were part of Energy Transfer's Revolution project. On Sept. 10, 2018, an explosion occurred within a segment of the Revolution pipeline system in Beaver County, PA. Immediately following the incident, Energy Transfer shut down part of the Revolution pipeline and production from the producing wells in the area was affected. KeyBank Pledges $108MM DIP Loan In conjunction with the proposed transaction, EdgeMarc has received a commitment for approximately $108 million in debtor-in-possession ("DIP") financing from KeyBank, its primary existing lender, which includes $30 million in new money financing and approximately $78 million of "roll up" loans to refinance all outstanding debt owed to KeyBank. Upon Court approval, the new financing and cash generated from the Company's ongoing operations will be used to support the business throughout the Chapter 11 proceedings and sale process. EdgeMarc has filed a number of customary motions with the Bankruptcy Court seeking authorization to support its operations during the court-supervised process, including the authority to continue to pay employee wages and provide health and other benefits and to pay vendors, lessors, and other business partners. The Company expects to receive Bankruptcy Court approval for these requests. About EdgeMarc Headquartered in Canonsburg, Pennsylvania, EdgeMarc Energy Holdings, LLC -- http://www.edgemarcenergy.com/-- is a locally based natural gas exploration and production company headquartered in Canonsburg, Pennsylvania. It is engaged in the acquisition, production, exploration and development of natural gas and natural gas liquids from underground deposits in the Appalachian Basin. EdgeMarc Energy conducts its drilling and exploration activities in the "stacked" liquid-rich Marcellus shale in Pennsylvania and dry gas Utica shale in Ohio. Davis Polk & Wardwell LLP and Landis Rath & Cobb LLP are serving as legal advisors, Evercore is serving as an investment banker and Opportune LLP is serving as financial advisor to EdgeMarc. EdgeMarc Energy and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11104) on May 15, 2019. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped LANDIS RATH & COBB LLP as counsel; DAVIS POLK & WARDWELL LLP as corporate counsel; EVERCORE PARTNERS as investment banker; OPPORTUNE LLC AND DACARBA LLC as financial advisor; and PRIME CLERK LLC as claims agent. EKKA INTERNATIONAL: Seeks to Hire Borges & Wu as Legal Counsel -------------------------------------------------------------- Ekka International Co., Ltd., seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Borges & Wu, LLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice concerning the Debtor's power and duties under the Bankruptcy, the management of its financial and legal affairs, and the formulation of a bankruptcy plan. The firm's hourly rates are: Xiaoming Wu $400 Ernesto Borges $400 Associate Attorneys $250 No member of Borges & Wu has any connection with the Debtor, creditors or any other "party in interest," according to court filings. Borges & Wu can be reached through: Xiaoming Wu, Esq. Borges & Wu, LLC 105 W. Madison 23rd Floor Chicago, IL 60602 Tel: 312-853-0200 Email: notice@billbusters.com About Ekka International Co. Ltd. Ekka International Co., Ltd., which operates under the names R & N US, Inc. and Joyware, Inc., manufactures rugs and kitchenwares. Ekka International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-09553) on April 2, 2019. At the time of the filing, the Debtor disclosed $71,219 in assets and $1,642,288 in liabilities. The case is assigned to Judge LaShonda A. Hunt. Borges & Wu, LLC, is the Debtor's counsel. FC GLOBAL: Reports $636,000 Net Loss for First Quarter ------------------------------------------------------ FC Globa Realty Incorporated filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss of $636,000 on $14,000 of net rental revenue for the three months ended March 31, 2019, compared to a net loss of $1.64 million on $0 of net rental revenue for the three months ended March 31, 2018. As of March 31, 2019, the Company had $4.17 million in total assets, $4.79 million in total liabilities, and a total stockholders' deficit of $622,000. As of March 31, 2019, the Company had an accumulated deficit of $140 million and the Company incurred an operating loss for the three months ended March 31, 2019 of approximately $0.58 million. Subsequent to the sale of the Company's last significant business unit, the consumer products division, and to date, the Company has dedicated most of its financial resources to general and administrative expenses associated with its ongoing business of real estate development and asset management. As of March 31, 2019, the Company's cash and cash equivalents amounted to $917,000. The Company has raised certain funds from Opportunity Fund I SS, LLC in both 2017 and in 2018. The Company will be required to obtain additional liquidity resources in order to support its ongoing operations. FC Global said, ""At this time, there is no guarantee that the Company will be able to obtain an adequate level of financial resources required for the short and long-term support of its operations or that the Company will be able to obtain additional financing as needed, or meet the conditions of such financing, or that the costs of such financing may not be prohibitive. These conditions raise substantial doubt about the Company's ability to continue as a going concern." Net cash used in operating activities was approximately $0.57 million for the three months ended March 31, 2019, compared to approximately $0.81 million net cash used in operating activities for the three months ended March 31, 2018. The primary reason for the change was the wind-down of the former business operations ahead of the acquisition of income-producing real estate properties, in the 2018 period. Net cash used in investing activities was $0.35 million for the three months ended March 31, 2019, compared to $0 provided by for the three months ended March 31, 2018. The Company's net cash used in investing activities in the three months ended March 31, 2019 was for the purchase of Roseville. Net cash used in financing activities was approximately $1 thousand for the three months ended March 31, 2019, compared to $2.02 million net cash provided by financing activities for the three months ended March 31, 2018. A full-text copy of the Form 10-Q is available for free at: https://is.gd/pczobK About FC Global Realty Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated (and its subsidiaries) founded in 1980, is transitioning from its former business as a skin health company to a company focused on real estate development and asset management, concentrating primarily on investments in high quality income producing assets, hotel and resort developments, residential developments and other opportunistic commercial properties. The Company is headquartered in New York. FC Global reported a net loss attributable to common stockholders and participating securities of $4.66 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders and participating securities of $19.38 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, FC Global had $4.80 million in total assets, $4.81 million in total liabilities, and a total stockholders' deficit of $12,000. Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, issued a "going concern" opinion 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 incurred net losses for each of the years ended Dec. 31, 2018 and 2017 and has not yet generated any significant revenues from real estate activities. As of Dec. 31, 2018, there is an accumulated deficit of $139.7 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FERMARALIZ CORP: Unsecureds to be Paid $217 Monthly at 2% Interest ------------------------------------------------------------------ Fermaraliz Corp. filed a small business disclosure statement explaining its plan of reorganization dated April 30, 2019. The Debtor is engaged in the business of rent of commercial spaces at Bo. San Ildefonso, Coamo, Puerto Rico. General unsecured creditors under the plan are classified in Class 3 and will receive a distribution of 2% of its allowed claims to be distributed pro-rata as follows: $217 per month including 2% interest per annum for 60 months. Total payout is $12,812. Payments and distributions under the plan will be funded from the Debtor's post-petition income from the operation of the business. A copy of the Disclosure Statement dated April 30, 2019 is available at https://tinyurl.com/y4zwwxjwf from Pacermonitor.com at no charge. About Fermaraliz Corp. Fermaraliz Corp., based in Coamo, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-06456) on Nov. 1, 2018. In the petition signed by Jose F. Espada Colon, president, the Debtor disclosed $389,300 in assets and $1,046,703 in liabilities. The Hon. Edward A. Godoy oversees the case. Modesto Bigas Mendez, Esq., at Modesto Bigas Law Office, is the Debtor's bankruptcy counsel. FIELDPOINT PETROLEUM: Incurs $281K Net Loss in First Quarter ------------------------------------------------------------ FieldPoint Petroleum Corporation filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q, reporting a net loss of $280,949 on $467,153 of total revenue for the three months ended March 31, 2019, compared to a net loss of $210,773 on $492,962 of total revenue for the three months ended March 31, 2018. As of March 31, 2019, FieldPoint Petroleum had $4.52 million in total assets, $6.25 million in total liabilities, and a total stockholders' deficit of $1.73 million. As of March 31, 2019, and Dec. 31, 2018, the Company has a working capital deficit of approximately $3,329,000 and $3,166,000, respectively, primarily due to the classification of its line of credit as a current liability. The line of credit agreement provides for certain financial covenants and ratios measured quarterly which include current ratio, leverage ratio, and interest coverage ratio requirements. The Company is out of compliance with all three ratios as of March 31, 2019, and is in technical default of the Loan Agreement. The Company does not expect to regain compliance in 2019. In October 2016, the Company executed a sixth amendment to the Loan Agreement, and executed a Forbearance Agreement which provided for Citibank's forbearance from exercising remedies relating to existing defaults. The Company executed the eleventh amendment to the Loan Agreement and the fifth amendment to the Forbearance Agreement on March 29, 2019, which extended the Forbearance Agreement to June 30, 2019. Citibank is in a first lien position on all of the Company's properties. On Dec. 1, 2015, Citibank lowered the Company's borrowing base from $11,000,000 to $5,500,000 and lowered it again to $2,761,632 on Dec. 29, 2017. The Company's borrowing base was lowered again on June 30, 2018, to $2,585,132. The borrowing base was lowered again on March 31, 2019, to $2,578,196 after the Company made a payment of $6,936. FieldPoint said, "We are taking the following steps to mitigate our current financial situation. We are actively meeting with investors for possible equity investments, including business combinations. We are continuing our effort to identify and market all possible non-producing or low producing assets in our portfolio to maximize cash in-flows while minimizing a loss of cash flow. We are also investigating other possible sources to refinance our debt as we continue to pay down our outstanding line of credit balance with a minimal effect on cash flow. Finally, we are continuing discussions with various individuals and groups that could be willing to provide capital to fund the operations and growth of the Company. "Our ability to continue as a "going concern" is dependent on many factors, including, among other things, our ability to comply with the covenants in our Loan Agreement, our ability to cure any defaults that occur under our Loan Agreement or to obtain waivers or forbearances with respect to any such defaults, and our ability to pay, retire, amend, replace or refinance our indebtedness as defaults occur or as interest and principal payments come due. Our ability to continue as a "going concern" is also dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. While we are actively involved in seeking new sources of working capital, there can be no assurance that we will be able to raise sufficient additional capital or to have positive cash flow from operations to address all our cash flow needs. Additional capital could be on terms that are highly dilutive to our shareholders. If we are not able to find alternative sources of cash or to generate positive cash flow from operations, our business and shareholders may be materially and adversely affected." A full-text copy of the Form 10-Q is available for free at: https://is.gd/bS1ZvA About FieldPoint Petroleum Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP) -- http://www.fppcorp.com/-- is engaged in oil and natural gas exploration, production and acquisition, primarily in Louisiana, New Mexico, Oklahoma, Texas and Wyoming. Fieldpoint Petroleum reported a net loss of $3.25 million in 2018, compared to net income of $2.66 million on $3.03 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $4.68 million in total assets, $6.13 million in total liabilities, and a total stockholders' deficit of $1.44 million. Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. FIREPOND INC: Deadline to File Proof of Interest Set for Aug. 30 ---------------------------------------------------------------- On March 31, 2009, Firepond Inc. filed a Chapter 7 bankruptcy protection in the U.S. Bankruptcy Court for the District of Minnesota (Case No. 09-32103). The bankruptcy trustee appointed in the Debtor's case estimates that sufficient assets have been recovered to allow for some distribution to its stockholders. Deadline to file a proof of interest form is Aug. 30, 2019. A proof of interest form may be obtained from the bankruptcy trustee, Michael Deitz, by sending an email requests to: Firepond@dunlaplaw.com; by telephones requests to: (507) 285-4227; or by mail request to: Michael Dietz, Trustee, PO Box 549, Rochester, MN 55904. To file the completed form, mail to: United States Bankruptcy Court 316 North Robert Street St. Paul, MN 55101 Firepond, Inc. (OTC BB: FPND), provides multi-tenant, on-demand software that automates and simplifies the process companies use to sell products and services in the United States. It offers Configure, Price, Quote (CPQ) software-as-a-service that automates sales processes, enhances order accuracy, and accelerates sales cycles. The company also provides professional services, which include consulting, implementation, and training services. Firepond also provides technical support services, such as data maintenance, enhancement, and end-user support services. It serves high technology, transportation, construction machinery, agricultural equipment, and service companies. The company, formerly known as FP Technology Holdings, Inc., was founded in 1983 and is headquartered in Mankato, Minnesota. FLEETSTAR LLC: Taps Congeni Law Firm as Legal Counsel ----------------------------------------------------- Fleetstar, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Congeni Law Firm, LLC, as its legal counsel. The firm will advise the Debtor concerning the administration of its bankruptcy estate; represent the Debtor in suits related to its Chapter 11 case; and provide other legal services in connection with the case. Leo Congeni, Esq., the firm's attorney who will be handling the case, will charge an hourly fee of $285. The firm's paralegals will charge $85 per hour. The Debtor has agreed to pay the firm an advance retainer of $7,500. Congeni is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Leo D. Congeni, Esq. Congeni Law Firm, LLC 424 Gravier Street New Orleans, LA 70130 Tel: (504) 522-4848 Fax: (504) 581-4962 Email: leo@congenilawfirm.com About Fleetstar LLC Fleetstar LLC, a trucking company in Elmwood, La., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-10873) on April 2, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Elizabeth W. Magner. FLEXOGENIX GROUP: Seeks to Hire Levy Sapin as Tax Accountant ------------------------------------------------------------ Flexogenix Group Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Levy, Sapin, Ko & Freeman, as its tax accountant. The services to be provided by the firm include tax analysis and the preparation and filing of tax returns for Flexogenix and its affiliates. The firm's hourly rates are: Scott Freeman Partner $420 Annabelle Corpuz-Afable Manager $300 Simon Skura Senior Staff $195 Robert Surendrenath Staff $225 Scott Freeman, a partner at Levy Sapin, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Levy Sapin can be reached through: Scott A. Freeman Levy, Sapin, Ko & Freeman 4221 Wilshire Boulevard, Suite 430 Los Angeles, CA 90010 Main Number: (323)936-8256 Fax: (323)936-2649 E-mail: Freeman@LACPAs.com About Flexogenix Group Inc. Flexogenix Group, Inc. -- https://flexogenix.com -- offers non-surgical solutions for knee pain, osteoarthritis and injuries. Flexogenix treatments have options for acute injuries as well as chronic overuse conditions. The company has locations in Atlanta, Cary, Raleigh, Charlotte, Greensboro, Los Angeles, and Oklahoma City. Flexogenix Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 19-12927) on March 18, 2019. At the time of the filing, Flexogenix Group estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Barry Russell. The Debtors tapped Margulies Faith LLP as their legal counsel. GAUCHO GROUP: Incurs $1.40 Million Net Loss in First Quarter ------------------------------------------------------------ Gaucho Group Holdings, Inc., filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss of $1.40 million on $440,495 of sales for the three months ended March 31, 2019, compared to a net loss of $1.42 million on $1.27 million of sales for the three months ended March 31, 2018. As of March 31, 2019, Gaucho Group had $6.25 million in total assets, $7.61 million in total liabilities, $9.02 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $10.38 million. The Company has an accumulated deficit of $82,623,456 at March 31, 2019. Cash used in operating activities was $1,582,720 and $1,191,886 during the three months ended March 31, 2019 and 2018, respectively. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months. The Company funded its operations during the three months ended March 31, 2019 through the proceeds from convertible debt obligations of $786,000 and proceeds from the sale of common stock for net proceeds of $884,750. The Company repaid loans payable of $43,226 and debt obligations of $30,000, during the three months ended March 31, 2019. Gaucho Group said, "Based on current cash on hand and subsequent activity as described herein, we may not have sufficient funds to operate our business operations for the next twelve months. While we are exploring opportunities with third parties and related parties to provide some or all of the capital we need over the short and long terms, we have not entered into any external agreement to provide us with the necessary capital. Historically, the Company has been successful in raising funds to support our capital needs. If we are unable to obtain additional financing on a timely basis, we may have to delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately, we could be forced to discontinue our operations, liquidate and/or seek reorganization under the U.S. bankruptcy code." A full-text copy of the Form 10-Q is available for free at: https://is.gd/qYg4A2 About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc. -- http://www.algodongroup.com/-- was incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly-owned subsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed a new subsidiary and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion and accessories. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Gaucho Group reported a net loss attributable to common stockholders of $6.40 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $8.25 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Gaucho Group had $5.64 million in total assets, $6.71 million in total liabilities, $9.02 million in series B convertible redeemable preferred stock, and a total stockholders' deficiency of $10.09 million. Marcum LLP, in New York, NY, 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 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. GLOBAL EAGLE: Incurs $37.6 Million Net Loss in First Quarter ------------------------------------------------------------ Global Eagle Entertainment Inc. filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q, reporting a net loss of $37.60 million on $166.61 million of total revenue for the three months ended March 31, 2019, compared to a net loss of $38.28 million on $156.49 million of total revenue for the three months ended March 31, 2018. The improvement in net loss versus the prior-year period was driven by the revenue growth and lower operating expenses as a result of cost savings initiatives. The increase in revenue was driven by growth in both the Company's media & content and connectivity segments. Revenue growth in media & content was driven by the initiation of new or expanded contracts with several airlines, including United, Saudia, Vietnam and Kuwait. Connectivity revenue was driven by a continued ramp-up of Southwest and Air France inflight connectivity installations. As of March 31, 2019, Global Eagle had $734.9 million in total assets, $998.98 million in total liabilities, and a total stockholders' deficit of $264.1 million. Total liquidity at quarter-end was $50.7 million, including cash and available revolver. First-quarter capital expenditures were $9.1 million of which approximately $4.2 million was related to programs that will not recur moving forward as they have completed. "Our new inflight connectivity win confirms our best-in-class product offering of high-speed connectivity and connectivity-enabled content, and increases our robust pipeline of aircraft," commented Josh Marks, CEO of Global Eagle. "Our commercial success in winning new business along with gross margin improvement is a result of our ability to leverage our world class network and realize benefits from our 2018 investments. In addition, our Phase II cost savings initiatives are visible in our first quarter financials and in our significant EBITDA improvement, consistent with our goal of positive free cash flow by year-end." "We delivered accelerating top-line growth, gross margin improvement and operating cost reduction in the first quarter," said Paul Rainey, CFO of Global Eagle. "Progress on our cost controls is partially visible now and will be increasingly visible in our second and third quarter results. While we have adequate liquidity on hand to support our growth and cost actions, the business and asset divestitures we are considering would allow us to reduce leverage and focus our business." CFO Appointment Global Eagle also announced that Christian Mezger has been appointed executive vice president and chief financial officer, effective May 16, 2019. He succeeds Paul Rainey, who will remain with the Company through May 31, 2019 to facilitate the transition. "It is an honor and privilege to join Global Eagle," said Mezger. "I am excited to work with the management team to build on its recent momentum, enhance the financial and operational discipline and drive toward our goal of positive free cash flow in the fourth quarter 2019 and beyond." Mr. Mezger is a global technology executive who brings significant finance and operational leadership, as well as transformation and corporate finance experience, most recently from Ciber, Inc. and Hewlett Packard. Mr. Mezger joined Ciber in 2011, where he was chief financial officer before becoming president & chief executive officer. He led all aspects of finance including treasury, capital structuring, risk management, tax efficiency, global planning and budgeting, controllership, and investor relations. Prior to Ciber, Mr. Mezger led finance for Hewlett Packard's $11B Technology Services business unit across multiple regions. Mr. Mezger holds a degree in international management from The University of Vienna in Austria. The Company and the Board of Directors thank Mr. Rainey for his many contributions over the past two years. Global Eagle's finance and accounting processes significantly improved under his leadership. A full-text copy of the Form 10-Q is available for free at: https://is.gd/jnlEXV About Global Eagle Headquartered in Los Angeles, California, Global Eagle -- http://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. Global Eagle incurred a net loss of $236.6 million for the year ended Dec. 31, 2018, compared to a net loss of $357.1 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $717.08 million in total assets, $943.4 million in total liabilities, and a total stockholders' deficit of $226.3 million. * * * 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. GOLDEN STATE: June 17 Confirmation Hearing on 2nd Amended Plan -------------------------------------------------------------- The Bankruptcy Court issued an order approving the disclosure statement explaining the Second Amended Chapter 11 Plan filed by John Akard Jr., Chapter 11 Trustee of Golden State Holdings, Inc. The hearing to consider confirmation of the Plan will be held on June 17, 2019 at 01:30 PM. Class 4 - Unsecured Claims are impaired: There are approximately $1,043,000 in unsecured claims. The vast majority of the unsecured claims relate to fraudulent activity conducted by the former owners and officers of Golden State. On the Effective Date, the Plan Agent will distribute $30,000 in Cash to the Allowed Unsecured Claims in Class 4. The Plan Agent shall not distribute any additional amounts to the holders of Allowed Unsecured Claims in Class 4 until the Class 1, 2 and 3 Allowed Claims are paid-in-full. Once the Class 1, 2 and 3 Allowed Claims are paid-in-full, as there is Available Cash for distribution, the Plan Agent shall distribute Cash to the holders of Allowed Unsecured Claims in Class 4 Pro Rata. On the Effective Date, all property of the Debtor and of the Estate including all rights to object to Claims, all Avoidance Actions, Causes of Action, Rights of Action, claims and causes of action, including the claim against Jason Lane in the Lane Adversary, alter-ego rights, derivative claims, breach of fiduciary duty claims, veil piercing rights, the right to pursue such claims and all other remaining property of the Estate as defined in § 541 of the Bankruptcy Code, including all Cash held and/or controlled by the Trustee on the Effective Date, equipment and other tangible and intangible property, shall be fully retained and vest in the Liquidating Debtor, free and clear of all liens, claims and encumbrances, except as otherwise provided in the Plan. A full-text copy of the Second Amended Disclosure Statement dated May 6, 2019, is available at https://tinyurl.com/y2n4oofd from PacerMonitor.com at no charge. About Golden State Holdings Golden State Holdings, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 14-36650) on Dec. 1, 2014, and was represented by Alex Olmedo Acosta, Esq. of Acosta Law, P.C. Judge Marvin Isgur presides over the case. John Akard Jr., was appointed as the Chapter 11 Trustee on Jan. 13, 2015, and is represented by Mynde S. Eisen, Esq. H & S TOWING: Seeks to Hire Lawrence G. Frank as Legal Counsel -------------------------------------------------------------- H & S Towing Service, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire the Law Office of Lawrence G. Frank as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice on what actions to take to administer its case and the preparation of a bankruptcy plan. The firm will charge an hourly fee of $330 for its services. It received a pre-bankruptcy retainer in the amount of $11,323.96. Lawrence Frank, Esq., the firm's attorney who will be handling the case, disclosed in court filings that he does not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Lawrence G. Frank, Esq. Law Office of Lawrence G. Frank 100 Aspen Drive Dillsburg, PA 17019 Phone: (717) 234-7455 Fax: (717) 432-9065 Email: lawrencegfrank@gmail.com About H & S Towing Service Inc. H & S Towing Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-01801) on April 27, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. The case is assigned to Judge Henry W. Van Eck. The Law Office of Lawrence G. Frank is the Debtor's counsel. HANNAH SOLAR: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Hannah Solar, LLC 1311 Collier Road NW Atlanta, GA 30318 Business Description: Hannah Solar is a solar energy equipment supplier in Atlanta, Georgia. The Company specializes in planning, design, installation, and maintenance of renewable energy solutions. Chapter 11 Petition Date: May 15, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 19-57651 Debtor's Counsel: Michael D. Robl, Esq. ROBL LAW GROUP LLC Suite 250 3754 LaVista Road Tucker, GA 30084 Tel: 404-373-5153 Fax: 404-537-1761 E-mail: michael@roblgroup.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Peter H. Marte, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ganb19-57651.pdf HARVEY MOORE: Case Summary & 19 Unsecured Creditors --------------------------------------------------- Two affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Harvey Moore and Associates, Inc. (Lead Case) 19-04588 101 E. Kennedy Blvd., #3040 Tampa, FL 33602 Trial Practices, Inc. 19-04589 101 E. Kennedy Blvd., #3040 Tampa, FL 33602 Business Description: Harvey Moore and Associates and Trial Practices are providers of trial consulting and litigation support services. The Debtors assist clients and attorneys in every facet of case development. Chapter 11 Petition Date: May 15, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtors' Counsel: Charles A. Postler, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: 813-229-0144 Email: cpostler.ecf@srbp.com cpostler@srbp.com - and - Daniel R. Fogarty, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Email: dfogarty.ecf@srbp.com Harvey Moore and Associates' Estimated Assets: $500,000 to $1 million Harvey Moore and Associates' Estimated Liabilities: $1 million to $10 million Trial Practices' Estimated Assets: $50,000 to $100,000 Trial Practices' Estimated Liabilities: $1 million to $10 million The petitions were signed by Stan Murphy, chief restructuring officer. A full-text copy of Harvey Moore and Associates' petition is available for free at: http://bankrupt.com/misc/flmb19-04588.pdf A copy of Harvey Moore and Associates' list of 19 unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-04588_creditors.pdf Trial Practices lists Hahn Loeser & Parks, LLP as its sole unsecured creditor holding a claim of $2,141,096. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb19-04589.pdf HEXION INC: Bankruptcy Court Okays Restructuring Support Agreement ------------------------------------------------------------------ Hexion Inc. on May 15, 2019, disclosed that the U.S. Bankruptcy Court for the District of Delaware has approved the Company's assumption of the Restructuring Support Agreement ("RSA"). Craig A. Rogerson, President and CEO of Hexion, stated: "[Wednes]day's approval of the RSA signifies another significant step forward in the successful implementation of our deleveraging plan. The RSA reflects the deal reached with 90% of the creditors across our capital structure to reduce debt and invest new equity into our business. This overwhelming support reflects the confidence our stakeholders have in both our business and management team as we continue providing our customers with high-quality products and service. We look forward to emerging from Chapter 11 this summer with a stronger balance sheet, better positioned to further invest in our specialty product portfolio, accelerate new product development and capitalize on our market leading position." As previously announced on April 1, 2019, Hexion entered into the RSA with the vast majority of holders of all of the Company's notes issuances, representing overwhelming consensus across its capital structure, on the terms of a consensual financial de-leveraging plan (the "Plan"). Under the terms of the RSA, creditors representing all tranches of the Company's notes have agreed to support confirmation of the Plan. The RSA contemplates that the Plan will provide for, among other benefits: (1) significant de-leveraging of the Company's capital structure by over $2.0 billion, (2) an infusion of $300 million in equity capital through a fully-backstopped rights offering, (3) committed exit financing of over $1.6 billion, and (4) payment in full of the Company's trade creditors, employees, and other general unsecured creditors. To implement the RSA, the Company and substantially all of its U.S. subsidiaries and one non-operating entity based in Nova Scotia, Canada voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Hexion filed its Plan and Disclosure Statement on April 24, 2019, and the Company continues to move at an accelerated pace to implement its restructuring, with a hearing to approve the disclosure statement and authorization to commence solicitation of votes on the Plan scheduled for May 22, 2019. All of Hexion's global business segments are continuing to operate as normal, and Hexion's operations outside the U.S. are not included in the Chapter 11 proceedings. The consummation of the Plan is subject to Bankruptcy Court approval and satisfaction of other conditions. The hearing to consider the approval of the Plan is expected to occur on or around June 24, 2019. Advisors Latham & Watkins LLP is serving as legal counsel, Moelis & Company LLC is serving as financial advisor, and AlixPartners, LLP is serving as restructuring advisor to Hexion. About Hexion Holdings Hexion Holdings LLC is the sole member of Hexion LLC, which is the sole owner of Hexion Inc. Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com/ -- is a producer of thermoset resins or thermosets, and a producer of adhesive and structural resins and coatings. The company is incorporated in New Jersey while most of its co-debtors are Delaware limited liability companies or Delaware corporations. Hexion Inc. is the direct or indirect parent of the debtors and the non-debtor affiliates. Hexion Inc. employs 4,000 people around the world, including 1,300 in the U.S. across 27 production facilities. Hexion Holdings LLC and its co-debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10684) on April 1, 2019. At the time of the filing, the Debtors estimated assets and liabilities of between $1 billion and $10 billion. The cases are assigned to Judge Kevin Gross. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as bankruptcy counsel; Paul Weiss Rifkind Wharton & Garrison LLP, as special financing and securities; Moelis & Company LLC as financial advisor; AlixPartners LLP as restructuring advisor; and Omni Management Group as claims, noticing, solicitation and balloting agent. The Office of the U.S Trustee appointed an official committee of unsecured creditors on April 10, 2019. The committee tapped Bayard P.A. and Kramer Levin Naftalis & Frankel LLP as its legal counsel. HOW INSURANCE: August 15 Liquidation Hearing Set ------------------------------------------------ The State Corporation Commission of the Commonwealth of Virginia entered a scheduling and procedural ordering setting a contingent hearing on the application for final order in aid of continuing liquidation with the Commission in a case styled Commonwealth of Virginia, ex rel. State Corporation Commission v. HOW Insurance Company, a Risk Retention Group, Home Warranty Corporation, and Home Owners Warranty Corporation (Case No. INS-2019-00036) on Aug. 15, 2019, at 10:00 a.m., in the Commission's courtroom, 2nd floor, 1300 East Main Street, Richmond, Virginia, to be held only in the event that a notice of opposition to the application is timely filed. The scheduling and procedural order also required all person opposing the relief requested by the application to file with the Commission, and simultaneously serve upon the deputy receiver and all other parties of record, no later than June 12, 2019. For further information, contact the receivership at (512) 404-6555. HUMPERDINK'S SIX FLAGS: Seeks to Hire Henry S. Miller as Broker --------------------------------------------------------------- Humperdink's Texas, LLC, an affiliate of Humperdink's Six Flags Drive, Ltd., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire a broker to sell its restaurant business. The Debtor, which operates two restaurants in the Dallas-Fort Worth area, proposes to employ Henry S. Miller Brokerage Services, LLC, to market for sale its business. Henry S. Miller will be paid a commission of 10 percent of the sale price. George Anderson, III, vice president in Henry S. Miller's retail division, disclosed in court filings that he and his firm neither hold nor represent any interest adverse to the Debtor and its estate. The firm can be reached through: George R. Anderson, III 14001 Dallas Parkway, 11th Floor Dallas, Texas 75240 Direct: (972) 419-4078 mail: anderson@henrysmiller.com About Humperdink's Six Flags Drive Humperdink's Six Flags Drive, Ltd. and its affiliates, Humperdink's West Northwest Highway, Ltd. and Humperdink's Texas, LLC filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 19-40572) on Feb. 6, 2019. At the time of the filing, Humperdink's Six Flags estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtors are represented by Howard Marc Spector, Esq. at Spector & Johnson, PLLC. HUT AIRPORT: Trustee Selling Albany Property to Velv for $2.5M -------------------------------------------------------------- Kenneth S. Eiler, the Chapter 11 Trustee of HUT Airport Limousine, Inc., filed with the U.S. Bankruptcy Court for the District of Oregon a notice of his proposed sale of all tangible and intangible assets of the Debtor, including without limitation real estate at 34030 Excor Road SW, Albany, Oregon, except cash and Chapter 5 avoidance claims, to Velv, LLC for $2.5 million, subject to overbid. The Debtor filed bankruptcy schedules on Feb. 13, 2019, that value the its (a) real property at $1.03 million (which is from the Columbia State Bank appraisal), (b) tangible personal at $239,751, and (c) intangible personal property at still an unknown value. All liens on the property in the total amount of approximately $2.205 million, of which the Trustee believes a total of an amount that is still under negotiation need not be paid as secured claims (because the lien is invalid, avoidable, etc., the lienholder consents to less than full payment, or part or all of the underlying debt is not allowable). The secured creditor(s) also ask(s) reimbursement of still unknown amount for fees and costs. The total sales costs will be $15,000. All tax consequences have been considered and it presently appears the sale will result in net proceeds to the estate after payment of valid liens, fees, costs and taxes of approximately $250,000 (agreed Columbia State Bank carve-out). No taxes due by estate as tax consequences flow through to Shareholders. Competing bids must be submitted to the Trustee no later than May 10, 2019, and must exceed the offer by at least $275,000, and be on the same or more favorable terms to the estate. Any liens not fully paid at closing will attach to the sale proceeds. Any proceeds remaining after paying liens, expenses, taxes, commissions, fees, costs or other charges as provided in this motion, will be held in trust until the Court orders payment. A hearing on the Motion is set for May 16, 2019 at 10:00 a.m. About HUT Airport Limousine HUT Airport Limousine, Inc., doing business as HUT Airport Shuttle -- http://www.hutshuttle.com/-- is an airport shuttle services company based in Albany, Oregon. Hut Shuttle has pick-up and drop-off service at the following locations: Albany (HUT Office), Albany Comfort Suites, Corvallis (Hilton Garden), Eugene (UO Student Rec Center), OSU McNary Hall (West stairwell), Portland Airport (PDX), Salem Airport (SLE), and Woodburn (Best Western). HUT Airport Limousine sought Chapter 11 protection (Bankr. D. Ore. Case No. 18-63699) on Dec. 6, 2018. In the petition signed by Doris Hutmacher, president, the Debtor disclosed $185,837 in total assets and $2,253,913 in total debt. Judge Thomas M. Renn oversees the case. Barnes Law Offices, PC, led by principal, Keith D. Karnes, is the Debtor's counsel. Kenneth S. Eiler, as Chapter 11 Trustee for HUT Airport Limousine, Inc., d/b/a HUT Airport Shuttle, hired Lane Powell PC, as attorney. IE INC: Unsecured Creditors to Get 10% Dividend Under Plan ---------------------------------------------------------- iE, Inc., filed a Chapter 11 plan and accompanying disclosure statement. Class 22 - General Unsecured Claims are impaired. Total unsecured debt to be paid under the Plan is $589,361.10. Holders of allowed general unsecured claims will receive a dividend equal to 10% of their allowed unsecured claim payable. The cash distribution to General Unsecured Claims shall be paid in full over a period of sixty (60) months with Debtor paying the sum of $982.26 per month to General Unsecured Creditors. An Allowed General Unsecured Claim will not include any interest from the Petition Date through the Effective Date. The Debtor will fund the Plan from its business operations and the funds it has/will have accumulated in its Debtor In Possession accounts. A full-text copy of the Disclosure Statement dated May 6, 2019, is available at https://tinyurl.com/y5h2et7v from PacerMonitor.com at no charge. The Plan was filed by Andrew Goodman, Esq., at Goodman Law Offices, A Professional Corporation, in Encino, California, on behalf of the Debtor. About iE, Inc. iE, Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 9:18-11181) on July 20, 2018, listing $500,001 to $1 million in both assets and liabilities. The Debtor hired Goodman Law Offices, APC, as general bankruptcy counsel. INDRA HOLDINGS: S&P Lowers ICR to 'CCC' on Deteriorating Liquidity ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based cold-weather and rainwear wholesaler Indra Holdings Corp. to 'CCC' from 'CCC+, and its issue-level ratings on the company's first-lien term loan to 'CCC' from 'CCC+', reflecting the downgrade on the company. "Prolonged turnaround efforts have finally generated modest revenue growth, but deteriorating profitability will continue to pressure liquidity over the next 12 months," S&P said. Indra's sales have declined 13% and 2.5% over the past two years, respectively, resulting in debt leverage greater than 10x. U.S. brick and mortar retailers, Indra's key sales channel, have been battling declining foot traffic due to customers continuing to migrate to digital channels. Indra has relatively limited digital-channel exposure and it sells its products mainly through large department stores and mass merchants. The company has been implementing a turnaround strategy over the past two years, focusing on product innovation and expanding its e-commerce distribution. The company generated some positive momentum by growing sales in Q4 of fiscal 2018 (ended July 2018) and Q2 of fiscal 2019 (ended January 2019) but this growth has been slow, in the low-single digits. However, its EBITDA margin is at least 200 basis points (bps) lower than it was in the first half of fiscal 2018, primarily due to customer and product mix shifts, and exchange rate headwinds. S&P said that even if revenue growth and EBITDA margin improve in the second half of the fiscal year, it forecasts the company will not generate positive free cash flow, and Indra's EBITDA is unlikely to cover its fixed charges. The company will likely have to rely on asset-based lending (ABL) facility revolver borrowings to fund operations and service its debt over the next 12 months, according to the rating agency. The company recently amended its credit agreement to give it more flexibility, including lowering the threshold at which the fixed-charge covenant would apply. According to S&P, this indicates the company's liquidity position has been eroding. "While the amendment might provide enough liquidity for the company to fund its working capital needs for the upcoming quarters, we believe it will have a difficult time refinancing its capital structure before it matures in 2021 due to its continued negative free cash flow, poor credit metrics, and weak liquidity," S&P said. "Accordingly, we believe that the risk of a default or distressed debt exchange over the next 12 months has increased." The negative outlook reflects S&P's belief that Indra may have difficulties servicing its debt and could seek a distressed exchange over the next few quarters given deteriorating profitability, eroding liquidity, and a fixed-charge coverage ratio that is at or below covenant levels. This is due to the challenging retail environment, Indra's continued weak operating performance, and its unsustainable capital structure, according to the rating agency. "We could lower the rating if a default or distressed exchange appears likely over a six-month timeframe. This could occur if profitability and liquidity do not improve and it is clear the company will not have sufficient liquidity to make timely principal and interest payments or we believe Indra will violate the fixed-charge covenant on its ABL," S&P said. "We could consider higher ratings if Indra receives another cash infusion from its owners that significantly improves its liquidity. An upgrade would also be contingent on the company's ability to grow revenue and improve EBITDA margin such that we believe it can refinance its debt that matures in 2021," S&P said. INPRINT MANAGEMENT: Plan Confirmation Hearing Moved to June 28 -------------------------------------------------------------- The hearing on the confirmation of InPrint Management, Inc.'s Plan of Reorganization is moved to June 28, 2019 at 11:00 a.m. before the Honorable Frank J. Bailey United States Bankruptcy Court for the District of Massachusetts, 5 Post Office Square, Courtroom 3, 12th Floor, Boston, MA 02109. All creditors who are entitled to vote on the Debtor's Plan of Reorganization will vote on such Plan by completing the ballot and returning the ballot on or before June 11, 2019 at 4:30 p.m. Any party who has an objection to the Debtor's Plan of Reorganization will file an objection, in writing, on or before June 11, 2019 at 4:30 p.m. About Inprint Management InPrint Management, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-11931) on May 24, 2018. In the petition signed by its president, Kevin Montecalvo, the Debtor estimated assets of less than $50,000 and debt ranging $500,000 to $1 million. George J. Nader, Esq., at Riley & Dever, P.C., serves as the Debtor's counsel. INTERFACE NETWORK: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Interface Network Systems, Inc. 6304 Benjamin Rd., Suite 502 Tampa, FL 33634 Business Description: Founded in 1998, Interface Network Systems, Inc. is a network cabling company based in Tampa, Florida. INS designs and installs various cable management solutions that provide structural support to organize, store and secure its clients' cabling. On the Web: http://www.interface-networks.com/ Chapter 11 Petition Date: May 15, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-04596 Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: 813-877-4669 Fax: 813-877-5543 Email: Buddy@TampaEsq.com All@tampaesq.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David J. Omlor, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-04596.pdf INTERNATIONAL PLACE: Ayesh Buying Vienna Property for $18 Million ----------------------------------------------------------------- International Place at Tysons, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the real property located at 8201 Leesburg Pike, Vienna, Virginia, together with the improvements thereon, to Omar Ayesh or assigns for $18 million, free and clear of liens, claims, and interests of any kind or nature whatsoever. IPT owns 100% of the membership interests in 8133 LLC, a Virginia limited liability company. On Feb. 6, 2018, immediately after IPT filed its bankruptcy petition, 8133, LLC filed a separate petition for relief under chapter 11 of the Bankruptcy Code with the Court, commencing Case No. 18-10432-BFK. The Debtor is the owner of the IPT Property, which is comprised of an approximately 5.4-acre parcel of real property, as improved by a single-story retail building and adjacent surface parking. IPT is indebted to United Bank as successor to Cardinal Bank, under a $12.75 million commercial real estate loan, made on March 11, 2014. The IPT/United Bank Loan is secured by, among other things, a first priority Deed of Trust encumbering the IPT Property, dated March 11, 2014. United Bank has asserted that, as of the Petition Date, the Debtor was indebted to it under the (IPT/United Bank Loan in the principal amount of $12,454,253, together with interest and other charges, for a total of $13,862,985. IPT is also indebted to KKM Ventures, LLC under a promissory note from IPT to KKM , dated March 6, 2014, in the original principal amount of $12 million. KKM has asserted that, as of the Petition Date, the Debtor was indebted to it under the IPT/KKM Note, including interest and other charges, in the amount of $15,441,422. Prior to the Petition Date, the IPT/United Bank Loan and the IPT/KKM Note matured and became due and payable. The Debtor subsequently entered into a series of modification or forbearance agreements with United Bank and KKM ("Secured Lenders"). Nonetheless, after the Secured Lenders declared events of default under their loans, and it became apparent that the Secured Lenders would not agree to further extensions or forbearance periods, the Debtor decided to seek relief under chapter 11 of the Bankruptcy Code in order to preserve and enhance the value of its business and assets for all of its creditors, tenants, vendors, and other stakeholders. The Debtor has executed a Purchase Agreement dated April 12, 2019, with Ayesh, which if approved by the Court, provides for the Debtor's sale of the IPT Property to Ayesh. Ayesh is the executive chairman of Nobles Properties, a real estate development and investment firm founded in 2008 in the United Arab Emirates. After Ayesh conducted preliminary due diligence and the parties engaged in additional negotiations, Ayesh and IPT entered into the Agreement. The Debtor submits that the facts and circumstances of the IPT Case justify approval of the private sale of the IPT Property to Ayesh, pursuant to the Agreement, particularly given that IPT has been marketing the IPT Property for over a year, efforts to generate sufficient interest for a public auction with competitive bidding were unsuccessful, and its prior contract with Jang and prior and subsequent negotiations with numerous other parties have not resulted in a definitive purchase agreement, let alone a sale. Further the Lift-Stay Motions threaten to divest the Debtor of ownership of the IPT Property and thus of its ability to maximize value for its creditors and the estate. The Agreement contemplates the private sale of the IPT Property to Ayesh pursuant to these material terms: a. The IPT Property is comprised of the Debtor's approximately 5.4-acre parcel of real property located at 8201 Leesburg Pike, Vienna, Virginia 22182 as improved by a single-story retail building and surface parking. b. Purchase Price: $18 million, cash at Closing including application of the Earnest Money Deposit. There is no financing condition to Ayesh's obligation to Close. c. Earnest Money Deposit: $5 million, which, subject to certain exceptions, will be non-refundable following expiration of the Due Diligence Period. Ayesh has lodged the Earnest Money Deposit with the Escrow Agent. d. Due Diligence Period: 10 business days following full execution of the Agreement. e. Closing Date: No earlier than 15 days after the Approval Order has become final and non-appealable, but in no even later than June 28, 2019 at 3:00 p.m. The Agreement further provides that closing in connection with the Agreement will occur simultaneously with the closing to take place in connection with the 8133 Contract. f. Assumed Liabilities: All Claims, liabilities and obligations arising after the Closing Date relating to the IPT Property; all Closing costs and transaction taxes for which Ayesh is responsible pursuant to the Agreement. g. The Motion asks authority to apply, at Closing, the net proceeds of sale to lienholders, including the Secured Lenders, in the order of priority of the liens encumbering the IPT Property. h. Should IPT sell the IPT Property to a party other than Ayesh, IPT will be liable to Ayesh for up to $50,000 of Ayesh's documented, third-party expenses incurred in pursuing its proposed purchase. i. The Debtor will not assume or assign to Ayesh any leases or executory contracts relating to the IPT Property, which will be transferred free and clear of any such agreements. United Bank asserts that as of the Petition Date, IPT was indebted to it under the United Bank Loans for approximately $13,862,985. KKM asserts that as of the Petition Date, IPT was indebted to it under the IPT/KKM Note for approximately $15,441,422. Accordingly, the IPT Property is encumbered by secured debt well in excess of what appears to be its current market value. The amounts due under the United Bank Loans include post-petition late charges of approximately $1,600,548, and post-petition default interest (above initial contract interest) of approximately $2,295,101 as of April 30, 2019, for a total of $3,895,649. In the aggregate, the IPT/8133 Debtors owe the Secured Lenders in excess of $50.5 million. The gross purchase price under the Agreement is $18 million and the gross purchase price under the 8133 Contract is $30.25 million, for an aggregate total of $48.25 million. It thus appears that neither of the IPT/8133 Debtors is solvent given current market conditions and values. To facilitate disposition of the IPT/8133 Properties under the Agreement and the 8133 Contract, United Bank has agreed to release and forgo the Default Charges portion of its secured claims subject to certain material conditions. In particular, United Bank has agreed to accept, in full, final, and complete satisfaction of all indebtedness owed to United Bank on account of the United Bank Loans (including the release of Andrew S. Garrett, a principal of the IPT/8133 Debtors, from his personal guaranty of the United Bank Loans), a payment from the proceeds arising from the sale of the IPT/8133 Properties pursuant to the Agreement and the 8133 Contract in an amount equal to and consisting of (a) all unpaid principal amounts due and owing to United Bank on account of the United Bank Loans; plus (b) all accrued and unpaid interest due and owing to United Bank on account of the United Bank Loans at the non-default rates of interest provided for in United Bank's loan documents with the IPT/8133 Debtors; plus (c) all unpaid extension fees due and owing to United Bank on account of the United Bank Loans; plus (d) all unpaid attorney's fees and expenses due and owing to United Bank on account of the United Bank Loans, provided that United Bank receives such payment by 3:00 p.m. on June 28, 2019. As of June 28, 2019, the collective payment to be made to United Bank from the proceeds arising from the sale of the IPT/8133 Properties pursuant to the Agreement and the IPT Contract will amount to $33,270,676, plus any interest that accrues on the United Bank Loans between April 30, 2019 and June 28, 2019 at the non-default rates of interest provided for in the United Bank Loan Documents, plus any attorney's fee and expenses incurred by United Bank in connection with the United Bank Loans between March 1, 2019 and June 28, 2019, less any monthly interest payments received by United Bank on account of the United Bank Loans between April 15, 2019 and June 15, 2019. Likewise, in order to facilitate sales of the IPT/8133 Properties, KKM has agreed to accept in full, final, and complete satisfaction of all indebtedness owed to KKM on account of the IPT/KKM Note (including the release of Andrew S. Garrett, from liability under his personal guaranty of the IPT/KKM Note and 8133 LLC's indebtedness to KKM), a payment from the proceeds arising from the sale of the IPT/8133 Properties pursuant to the Agreement and the 8133 Contract in the amount of $12.8 million. In addition to the foregoing agreements, the IPT/8133 Debtors, KKM, and United Bank have agreed, that if either or both of the IPT/8133 Debtors enters into a contract other than the Agreement or the 8133 Contract which results in aggregate gross sale proceeds from the sale of IPT/8133 Properties in excess of $48.25 million, then the amount of the Excess Proceeds will be distributed as follows: (a) of the first $1.5 million of any Excess Proceeds, KKM will receive 50%, United Bank will receive 25%, and IPT/8133 Debtors will retain the remaining 25%; and (b) of all Excess Proceeds above $1.5 million, KKM, United Bank, and the IPT/8133 Debtors will each receive or retain one-third of such Excess Proceeds. In consideration of the agreement of United Bank and KKM to reduce their claim amounts against the IPT/8133 Debtors as provided for above, the IPT/8133 Debtors (and Andrew S. Garrett individually) have agreed to release and waive any actual or potential claims, counterclaims, or offsets they have or may have against United Bank and/or KKM and their respective affiliates, officers, directors, agents, employees, and attorneys including, but not limited to Clifton “Kip” Killmon, a principal of KKM. By the Motion, it asks that the Court enters the proposed Approval Order: (a) approving the Agreement between the Debtor and Ayesh; (b) authorizing the sale of the IPT Property to Ayesh pursuant to the Agreement for a Purchase Price of $18 million, free and clear of all liens, claims, and interests, with the lien of United Bank to attach as a first priority lien against the proceeds of sale arising from the sale of the IPT Property to Ayesh and the lien of KKM to attach as a second priority lien against such proceeds of sale; (c) authorizing the payment from the net sales proceeds at Closing of the secured claims of United Bank and KKM as provided for below and any other validly perfected lien against the IPT Property; (d) approving agreements relating to the secured claims of United Bank and KKM and certain claims of IPT; and (e) granting other related relief. The Debtor also asks authorization to take all commercially reasonable and necessary steps to complete and implement the Purchase Agreement between IPT and Ayesh after the Court's approval of the sale. It is important to note that the Secured Lenders support the Motion and the relief sought. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/International_Place_105_Sales.pdf The Purchaser: Omar Ayesh NOBLES PROPERTIES 1567 Regatta Ln, Reston, VA 20194 Telephone: (703) 220-3999 E-mail: oayesh@noblesproperties.com About International Place at Tysons International Place at Tysons is a mixed-use development project by Stafford, Virginia-based developer, Garrett Cos. It owns a real property located at 8201 Leesburg Pike, Vienna. Meanwhile, Leesburg's key asset is a real property located at 8133 Leesburg Pike, Vienna. The owners of the project, International Place at Tysons, LLC, and 8133 Leesburg Pike, LLC, filed petitions for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case Nos. 18-10431 and 18-10432) on Feb. 6, 2018. In the petitions signed by Andrew S. Garrett, president of manager, each debtor estimated $10 million to $50 million in assets and $10 million to $50 million in debt. The Hon. Brian F. Kenney oversees the cases. Hirschler Fleischer is the Debtors' legal counsel. Marcus & Millichap Real Estate Investment Services, Inc., was appointed as broker. J. LEVINE AUCTION: Seeks Interim Approval to Use of Cash Collateral ------------------------------------------------------------------- J. Levine Auction & Appraisal LLC seeks authorization from the United States Bankruptcy Court for the District of Arizona for the interim use of cash collateral to pay Expenses in accordance with the Budget, with a 10% permissible variance of the total Budget. As reflected in the budget, the cash would be used to pay the ordinary and necessary expenses of operating and maintaining the Debtor's business. Any revenues received by the Debtor in excess of those described in the Budget will be held by the Debtor until such time as the Court authorizes, or the creditors asserting an interest therein agree to, their expenditure. The Debtor suspects that Velocity Capital Group, Kalamata Capital Group, Green Capital Funding, LLC, Kash Capital, Region Capital, CHTD Company, and American Express Bank, FSB may assert a security interest in, among other things, the Debtor's cash and accounts receivable. The Debtor has not had sufficient time to determine the validity, priority, enforceability, nature, or extent of any interest asserted by these Creditors. However, in the event it is determined that the Creditors have liens on postpetition assets, the Debtor is willing to grant the Creditors replacement liens to the same extent, and with the same validity and priority, as held on the Petition Date. The Debtor submits that any purported interests in the Income are adequately protected by the value generated through the Debtor's continued operations and requests that the Court enter an order authorizing the use of the Debtor's Income to pay the Expenses without delay. About J. Levine Auction Based in Phoenix, Arizona, J. Levine Auction & Appraisal LLC -- https://www.jlevines.com/ -- sells fine jewelry, antique firearms, rare handbags, collectible coins, stunning decor, fine art, and more. J. Levine was established in 2009 by Josh Levine. The Company operates out of a 75,000 square foot facility in downtown Phoenix. J. Levine filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 19-02843) on March 15, 2019. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in debt. The Debtor's counsel is Wesley Denton Ray, Esq., at Sacks Tierney P.A., in Scottsdale, Arizona. The U.S. Trustee appointed four creditors to the official committee of unsecured creditors in the Chapter 11 case. JACKIES COOKIE: CEO/Owner Buying All Assets for $550K ----------------------------------------------------- Jackie's Cookie Connection, LLC, asks the U.S. Bankruptcy Court for the Central District of California to authorize its Asset Purchase Agreement with its CEO and owner, Rachel Galant, in connection with the sale of substantially all assets for $550,000, subject to overbid. The Debtor's operations grew rapidly over the past two years, and operations and financing were not aligned. It was unable to pay its debts as they became due, and on the eve of the Petition Date, it was facing multiple legal actions on unpaid debts and an unlawful detainer proceeding on the Compton Lease. Through the bankruptcy, the Debtor proposes to refinance the business and reorganize operations to allow for profitable operations. Without a committed investor, there would be no quick exit from bankruptcy. With little to no capital and no post-petition financing, the Debtor's operations ground to a trickle. Without capital, the Debtor was unable to make post-petition lease payments, and came to consensual stipulations with the landlords for the Compton Lease and a storage facility near the airport, for turnover of those properties. The agreement struck with the landlord for the Compton Lease provides for continued use and access to the facility through the end of May. Most of the Debtor's equipment is located at the Compton Lease. If the equipment is not removed from the Compton Lease by the end of May, it will be abandoned. With a short and definitive clock running on abandonment of the equipment located at the Compton Lease, the Debtor set out to negotiate a purchase or lease assignment of all of its equipment with a plan to sell or assign the equipment or equipment leases plus other assets and interests to Ms. Galant. By doing so, it could provide a recovery for creditors and eliminate a substantial amount of claims from the Estate. For certain of its leased equipment, the Debtor has negotiated to purchase such equipment from its lessors. For this purchased equipment, Ms. Galant has agreed to purchase such equipment from the Debtor on a dollar-for-dollar basis equal to the Debtor's cost to acquire such assets from the equipment lessors. For certain other leased equipment, the Debtor has negotiated a cure amount to enable the assumption of such leases and assignment to Ms. Galant as part of the sale. Again, Ms. Galant has agreed to take assignment of such equipment leases from the Debtor on a dollar-for-dollar basis based upon the negotiated cure payment required for the Debtor to pay. In addition to the equipment purchases and equipment lease assignments, Ms. Galant has also bid to purchase the Debtor's intellectual property (including brand, recipe, and images), and other personal property assets. The overall purchase price is anticipated to be approximately $550,000. After accounting for those funds needed for the Debtor to acquire full rights in the assets it is selling to Ms. Galant and to cure those equipment leases which the Debtor will assume and assign to Ms. Galant, approximately $100,000 is expected to flow to the Estate for payment to creditors. Ms. Galant is unquestionably an insider of the Debtor. In order to provide a means of assurance to the Court and its creditors that Ms. Galant is indeed at a minimum paying a fair value for the Debtor's assets, Ms. Galant will contribute 100% of any profit realized on the equipment she intends to sell, after accounting for costs of sale. The Debtor and the Buyer have agreed to the Sale, subject to these terms: 1. The Sale is contingent upon Bankruptcy Court approval. The Buyer's obligation to consummate the Sale is subject to entry of an order that is not timely appealed, unless such requirement is waived by the Buyer. 2. The Sale is structured in two parts. Part One is the purchase of the equipment listed on Schedule A, attached to the Declaration of Rachel Galant and the cure, assignment, and assumption of the equipment and real property leases listed on Schedule B, attached to the Declaration of Rachel Galant. Part Two is the purchase of other assets of the Debtor, listed on Schedule C, attached to the Declaration of Rachel Galant. 3. The Purchase Price allotted to Sale Part One is estimated at $450,000. The Purchase Price allotted to Sale Part Two is estimated at $100,000. 4. The Sale is contingent upon the sale or refinance of Ms. Galant's residence, which is currently listed for sale. A refinance is currently in process, and expected to close within 30 days and provide proceeds to Ms. Galant proceeds sufficient to pay the Part One Purchase Price. The Part Two Purchase Price will be paid upon closing of the sale of Ms. Galant's residence, expected to occur within 90 days or less. 4. The sale of the Property will be free and clear of any and all liens, claims, and interests. 5. The sale of the Property is subject to competing bids for all or part of the Property. If any competing bid is received prior to or at the Sale Hearing, the Debtor will consider such bid and put for approval the Buyer’s bid, one or more competing bids, or some combination thereof. No prequalification or condition is imposed on submitting a competing bid, but any competing bidder is encouraged to bring cash or cash equivalent to the Sale Hearing to increase the qualitative consideration of any such competing bids. Any taxes owed on the purchase of the Debtor's property will be calculated by its accountant and paid from the proceeds of the Sale. A hearing on the Motion is set for May 7, 2019. About Jackie's Cookie Connection Jackies Cookie Connection LLC is a baking company specializing in cookies. Jackie's cookies are available online at https://www.jackiescookieconnection.com/ or at the company's four Los Angeles locations: Century City Mall, Hollywood & Highland, The Village at Topanga and its new bakery at 12109 Santa Monica Boulevard in Santa Monica. Jackies Cookie Connection filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-24571) on Dec. 17, 2018. In the petition signed by Rachel Galant, managing member and CEO, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Neil W. Bason. Derrick Talerico, Esq. at Zolkin Talerico LLP is the Debtor's counsel. JEANE LEE: Hires Law Offices of C.R. Hyde as Counsel ---------------------------------------------------- Jeane Lee, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ the Law Offices of C.R. Hyde, PLC, as counsel to the Debtor. Jeane Lee requires Law Offices of C.R. Hyde to: a) provide the Debtor with legal advice and assistance as to their powers and duties as debtor-in-possession in the continued operation of their affairs; b) provide legal advice and assistance to the Debtor as is necessary to preserve and protect assets, to arrange for a continuation of the working capital and other financing, to prepare all necessary applications, answers, orders, reports and other legal documents; c) appear before the Bankruptcy Court to represent and protect the interests of the Debtor and its estate; d) negotiate with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; and e) provide other legal services as may be necessary during the course of the bankruptcy proceedings. Law Offices of C.R. Hyde will be paid at these hourly rates: Attorneys $350 Paralegals $75 Law Offices of C.R. Hyde received the amount of $1,800 as retainer, and was used to pay the $1,717 filing fee and the remaining balance of $83 was applied to prepetition services of the firm. Law Offices of C.R. Hyde will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles R. Hyde, a partner of the Law Offices of C.R. Hyde, PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Law Offices of C.R. Hyde can be reached at: Charles R. Hyde, Esq. LAW OFFICES OF C.R. HYDE 2810 N. Swan Road, Suite 160 Tucson, AZ 85712 Tel: (520) 270-1110 E-mail: crhyde@gmail.com About Jeane Lee, LLC Jeane Lee, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 19-05261) on April 30, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Charles R. Hyde, partner of the Law Offices of C.R. Hyde, PLC. JEFFERY WYATT: Selling Saratoga Commercial Unit A for $500K ----------------------------------------------------------- Jeffery Layne Wyatt asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the commercial unit located at 14598 Big Basin Way, Unit A, Saratoga, California, Assessor Parcel Number 517-08-068 ("Unit A"), to Robin Yuen and Ashley Yang for $500,000. A hearing on the Motion is set for May 23, 2019 at 10:30 a.m. The Debtor maintains an ownership interest in four separate parcels of real property. These parcels are: (a) Unit A; (b) 14598 Big Basin Way, Unit B, Saratoga, CA 95070, Assessor Parcel Number 517-08-070 ("Unit B"); (c) 14598 Big Basin Way, Unit C, Saratoga, CA 95070, Assessor Parcel Number 517-08-069 ("Unit C"); and (d) 2196 White Sands Drive, South Lake Tahoe, CA 96150, Assessor Parcel Number 022-401-09-100 ("Lake Tahoe"). Through the Motion, and the motions filed concurrently, the Debtor is attempting to sell Unit A, Unit B, and Unit C. Unit A and Unit B are commercial properties in downtown Saratoga, California. Unit A is a 543 square foot commercial space whose current tenant is Lexington Winery. Unit A is located adjacent to Unit B, and below Unit C, which is a residential unit. On Aug. 22, 2017, the Debtor filed the instant Chapter 11 bankruptcy case in order to retain Unit A and Unit B in that the first lienholder on the units had a pending trustee sale prior to the bankruptcy filing. Prior to his bankruptcy filing, he had also incurred significant federal tax debt based on his failure to pay the full amount of taxes for several years. On Dec. 1, 2017, he filed his Proposed Combined Plan of Reorganization and Disclosure Statement. In the First Plan, h proposed to retain all of bis real property assets, with a plan to pay off creditors over time. On Jan. 8, 2018, he filed a First Amended Combined Plan of Reorganization and Disclosure Statement. In the First Amended Plan, he proposed that he would sell Unit A and Unit B in order to pay off all secured creditors. On Feb. 13, 2018, he filed a Second Amended Combined Plan of Reorganization and Disclosure Statement, where he proposed again selling Unit A and Unit B to pay off the secured claims of creditors. On Feb. 20, 2018, the Debtor filed a Third Amended Combined Plan of Reorganization and Disclosure Statement to correct minor errors in the Second Amended Plan. On June 2, 2018, he filed a Fourth Amended Combined Plan or Reorganization and Disclosure Statement, where he proposed to sell not only Unit A and Unit B, but also Unit C. At the time he filed the Fourth Amended Plan, he believed that Unit A and Unit B would sell for $650,000 each. Since filing the Fourth Amended Plan, the Debtor has marketed the Unit A, Unit B, and Unit C through both commercial avenues, as well as residential marketing. Prime Commercial, Inc. was employed to market and find a buyer for Unit A and Unit B. After filing the Fourth Amended Plan, the Debtor's wife began to market the commercial units, along with Unit C. He received one offer from another potential buyer. While the offer was higher, the offer would have required that Debtor carry a loan from the potential buyer, which was not in my best interest. On March 28, 2018, Mr. Ferrari listed the commercial units on LoopNet for $550,000 for each unit. Then, on Aug. 9, 2018, in an attempt to obtain backup offers, the properties were then listed again at a reduced price for $500,000. On Sept. 5, 2018, the Debtor filed separate motions to sell Unit A and Unit B, which motions the Court granted on Nov. 14, 2018. However, because of various issues, the transactions for Unit A and Unit B did not close. Mr. Ferrari continued to market the all the units together when it appeared that Unit A and Unit B were not going to close. On March 29, 2019, Garrett Rajkovich purchased the liens against Unit A and Unit B from Cal Enterprises, Inc. On March 5, 2019, after many months of marketing and attempting to sell all the properties, the Debtor received an offer, through Mr. Ferrari, to sell Units A, B, and C, jointly, from the Buyers, free and clear of liens, claims and interests. The total sales price is $2.9 million: (i) Unit A - $500,000; (ii) Unit B - $500,000; and (ii) Unit C - $1.9 million. The Buyers have $60,000 initial deposit total, with an additional downpayment of $955,000. The total loan amount is $1.885 million. Douglas Ferrari, who is also the agent for the Buyers, has agreed to a 5% total commission for the sale of Unit A, Unit B, and Unit C. The estimated values of the claims to be paid, along with all secured claims, through the sale of Unit A, Unit B, and Unit C are as follows (in order of priority): i. Real Estate Agent Fees (Douglas Ferrari) - $145,000; ii. Closing Costs (estimated at 1% of total sales price) - $29,000; iii. Real Estate Property Taxes Owed (Unit A and Unit B only) - $52,551; iv. Mr. Cooper (First Mortgage – Unit C) - $1.615 million; v. Real Time Resolutions (Second Mortgage – Unit C) - $300,000; vi. Household Finance Corp. (Judgment Lien) - $28,000; vii. Santa Clara County Tax Collector (Personal Property Tax Lien) - $956; viii. Garrett Rajkovich (First Lienholder on Unit A and Unit B) - $320,000; ix. Capital One Bank (Judgment Lien) - $12,683; x. Capital One Bank (Judgment Lien) - $22,006; xi. Santa Clara County Tax Collector (Personal Property Tax Lien) - $1,208; xii. Santa Clara County Tax Collector (Personal Property Tax Lien) - $935; xiii. Santa Clara County Tax Collector (Personal Property Tax Lien) - $722; xiv. Internal Revenue Service - $545,000; xv. Santa Clara County Tax Collector (Personal Property Tax Lien) - $536; xvi. Capital One Bank (Judgment Lien) - $5,066; and xvii. Franchise Tax Board (State Tax Lien) - $14,750. Based on the foregoing, the Debtor estimates these sale proceeds to result from the sale of Unit A: Sales Price $500,000 Less Title and Closing Costs $5,000 (estimate at 1%) Less Broker Commission (5%) $25,000 Less Property Taxes $25,918 Less Garrett Rajkovich Lien $160,000 Less Household Finance Lien $28,000 Less Santa Clara County Tax Lien $956 Less Capital One Judgment Lien $12,683 Less Capital One Judgment Lien $22,006 Less Santa Clara County Tax Lien $1,208 Less Santa Clara County Tax Lien $935 Less Santa Clara County Tax Lien $722 Less IRS Tax Lien (Up to Sales Price $217,572 -------- Subtotal of Expenses $500,000 -------- Net after Sale to the Debtor $0 A copy of the Offer attached to the Motion is available for free at: http://bankrupt.com/misc/Jeffery_Wyatt_139_Sales.pdf Jeffery Layne Wyatt sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 17-52022) on Aug. 22, 2017. HENSHAW LAW OFFICE is the Debtor's counsel. JEFFERY WYATT: Selling Saratoga Commercial Unit B for $500K ----------------------------------------------------------- Jeffery Layne Wyatt asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the commercial unit located at 14598 Big Basin Way, Unit B, Saratoga, California, Assessor Parcel Number 517-08-068 ("Unit B"), to Robin Yuen and Ashley Yang for $500,000. A hearing on the Motion is set for May 23, 2019 at 10:30 a.m. The Debtor maintains an ownership interest in four separate parcels of real property. These parcels are: (a) 14598 Big Basin Way, Unit A, Saratoga, CA 95070, Assessor Parcel Number 517-08-068 ("Unit A"); (b) ("Unit B"); (c) 14598 Big Basin Way, Unit C, Saratoga, CA 95070, Assessor Parcel Number 517-08-069 ("Unit C"); and (d) 2196 White Sands Drive, South Lake Tahoe, CA 96150, Assessor Parcel Number 022-401-09-100 ("Lake Tahoe"). Through the Motion, and the motions filed concurrently, the Debtor is attempting to sell Unit A, Unit B, and Unit C. Unit A and Unit B are commercial properties in downtown Saratoga, California. Unit A is a 543 square foot commercial space whose current tenant is Lexington Winery. Unit A is located adjacent to Unit B, and below Unit C, which is a residential unit. On Aug. 22, 2017, the Debtor filed the instant Chapter 11 bankruptcy case in order to retain Unit A and Unit B in that the first lienholder on the units had a pending trustee sale prior to the bankruptcy filing. Prior to his bankruptcy filing, he had also incurred significant federal tax debt based on his failure to pay the full amount of taxes for several years. On Dec. 1, 2017, he filed his Proposed Combined Plan of Reorganization and Disclosure Statement. In the First Plan, h proposed to retain all of bis real property assets, with a plan to pay off creditors over time. On Jan. 8, 2018, he filed a First Amended Combined Plan of Reorganization and Disclosure Statement. In the First Amended Plan, he proposed that he would sell Unit A and Unit B in order to pay off all secured creditors. On Feb. 13, 2018, he filed a Second Amended Combined Plan of Reorganization and Disclosure Statement, where he proposed again selling Unit A and Unit B to pay off the secured claims of creditors. On Feb. 20, 2018, the Debtor filed a Third Amended Combined Plan of Reorganization and Disclosure Statement to correct minor errors in the Second Amended Plan. On June 2, 2018, he filed a Fourth Amended Combined Plan or Reorganization and Disclosure Statement, where he proposed to sell not only Unit A and Unit B, but also Unit C. At the time he filed the Fourth Amended Plan, he believed that Unit A and Unit B would sell for $650,000 each. Since filing the Fourth Amended Plan, the Debtor has marketed the Unit A, Unit B, and Unit C through both commercial avenues, as well as residential marketing. Prime Commercial, Inc. was employed to market and find a buyer for Unit A and Unit B. After filing the Fourth Amended Plan, the Debtor's wife began to market the commercial units, along with Unit C. He received one offer from another potential buyer. While the offer was higher, the offer would have required that Debtor carry a loan from the potential buyer, which was not in my best interest. On March 28, 2018, Mr. Ferrari listed the commercial units on LoopNet for $550,000 for each unit. Then, on Aug. 9, 2018, in an attempt to obtain backup offers, the properties were then listed again at a reduced price for $500,000. On Sept. 5, 2018, the Debtor filed separate motions to sell Unit A and Unit B, which motions the Court granted on Nov. 14, 2018. However, because of various issues, the transactions for Unit A and Unit B did not close. Mr. Ferrari continued to market the all the units together when it appeared that Unit A and Unit B were not going to close. On March 29, 2019, Garrett Rajkovich purchased the liens against Unit A and Unit B from Cal Enterprises, Inc. On March 5, 2019, after many months of marketing and attempting to sell all the properties, the Debtor received an offer, through Mr. Ferrari, to sell Units A, B, and C, jointly, from the Buyers, free and clear of liens, claims and interests. The total sales price is $2.9 million: (i) Unit A - $500,000; (ii) Unit B - $500,000; and (ii) Unit C - $1.9 million. The Buyers have $60,000 initial deposit total, with an additional downpayment of $955,000. The total loan amount is $1.885 million. Douglas Ferrari, who is also the agent for the Buyers, has agreed to a 5% total commission for the sale of Unit A, Unit B, and Unit C. The estimated values of the claims to be paid, along with all secured claims, through the sale of Unit A, Unit B, and Unit C are as follows (in order of priority): i. Real Estate Agent Fees (Douglas Ferrari) - $145,000; ii. Closing Costs (estimated at 1% of total sales price) - $29,000; iii. Real Estate Property Taxes Owed (Unit A and Unit B only) - $52,551; iv. Mr. Cooper (First Mortgage – Unit C) - $1.615 million; v. Real Time Resolutions (Second Mortgage – Unit C) - $300,000; vi. Household Finance Corp. (Judgment Lien) - $28,000; vii. Santa Clara County Tax Collector (Personal Property Tax Lien) - $956; viii. Garrett Rajkovich (First Lienholder on Unit A and Unit B) - $320,000; ix. Capital One Bank (Judgment Lien) - $12,683; x. Capital One Bank (Judgment Lien) - $22,006; xi. Santa Clara County Tax Collector (Personal Property Tax Lien) - $1,208; xii. Santa Clara County Tax Collector (Personal Property Tax Lien) - $935; xiii. Santa Clara County Tax Collector (Personal Property Tax Lien) - $722; xiv. Internal Revenue Service - $545,000; xv. Santa Clara County Tax Collector (Personal Property Tax Lien) - $536; xvi. Capital One Bank (Judgment Lien) - $5,066; and xvii. Franchise Tax Board (State Tax Lien) - $14,750. Based on the foregoing, the Debtor estimates the following sale proceeds to result from the sale of Unit A: Sales Price $500,000 Less Title and Closing Costs $5,000 (estimate at 1%) Less Broker Commission (5%) $25,000 Less Property Taxes $26,634 Less Garrett Rajkovich Lien $160,000 Less IRS Tax Lien (Remaining $327,428 after Unit A sale) Less Santa Clara County $534 Personal Property Tax Lien Less Capital One Judgment Lien $5,066 Less Franchise Tax Board Tax Lien $14,750 Less IRS Capital Gains Tax $95,585 -------- Subtotal of Expenses $500,000 -------- Net after Sale to the Debtor $0 ======== A copy of the Offer attached to the Motion is available for free at: http://bankrupt.com/misc/Jeffery_Wyatt_141_Sales.pdf Jeffery Layne Wyatt sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 17-52022) on Aug. 22, 2017. HENSHAW LAW OFFICE is the Debtor's counsel. JEFFERY WYATT: Selling Saratoga Commercial Unit C for $1.9M ----------------------------------------------------------- Jeffery Layne Wyatt asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the commercial unit located at 14598 Big Basin Way, Unit C, Saratoga, CA 95070, Assessor Parcel Number 517-08-069 ("Unit C"), to Robin Yuen and Ashley Yang for $1.9 million. A hearing on the Motion is set for May 23, 2019 at 10:30 a.m. The Debtor maintains an ownership interest in four separate parcels of real property. These parcels are: (a) 14598 Big Basin Way, Unit A, Saratoga, CA 95070, Assessor Parcel Number 517-08-068 ("Unit A"); (b) 14598 Big Basin Way, Unit B, Saratoga, CA 95070, Assessor Parcel Number 517-08-070 ("Unit B"); (c) Unit C; and (d) 2196 White Sands Drive, South Lake Tahoe, CA 96150, Assessor Parcel Number 022-401-09-100 ("Lake Tahoe"). Through the Motion, and the motions filed concurrently, the Debtor is attempting to sell Unit A, Unit B, and Unit C. Unit A and Unit B are commercial properties in downtown Saratoga, California. Unit A is a 543 square foot commercial space whose current tenant is Lexington Winery. Unit A is located adjacent to Unit B, and below Unit C, which is a residential unit. On Aug. 22, 2017, the Debtor filed the instant Chapter 11 bankruptcy case in order to retain Unit A and Unit B in that the first lienholder on the units had a pending trustee sale prior to the bankruptcy filing. Prior to his bankruptcy filing, he had also incurred significant federal tax debt based on his failure to pay the full amount of taxes for several years. On Dec. 1, 2017, he filed his Proposed Combined Plan of Reorganization and Disclosure Statement. In the First Plan, h proposed to retain all of bis real property assets, with a plan to pay off creditors over time. On Jan. 8, 2018, he filed a First Amended Combined Plan of Reorganization and Disclosure Statement. In the First Amended Plan, he proposed that he would sell Unit A and Unit B in order to pay off all secured creditors. On Feb. 13, 2018, he filed a Second Amended Combined Plan of Reorganization and Disclosure Statement, where he proposed again selling Unit A and Unit B to pay off the secured claims of creditors. On Feb. 20, 2018, the Debtor filed a Third Amended Combined Plan of Reorganization and Disclosure Statement to correct minor errors in the Second Amended Plan. On June 2, 2018, he filed a Fourth Amended Combined Plan or Reorganization and Disclosure Statement, where he proposed to sell not only Unit A and Unit B, but also Unit C. At the time he filed the Fourth Amended Plan, he believed that Unit A and Unit B would sell for $650,000 each. Since filing the Fourth Amended Plan, the Debtor has marketed the Unit A, Unit B, and Unit C through both commercial avenues, as well as residential marketing. Prime Commercial, Inc. was employed to market and find a buyer for Unit A and Unit B. After filing the Fourth Amended Plan, the Debtor's wife began to market the commercial units, along with Unit C. He received one offer from another potential buyer. While the offer was higher, the offer would have required that Debtor carry a loan from the potential buyer, which was not in my best interest. On March 28, 2018, Mr. Ferrari listed the commercial units on LoopNet for $550,000 for each unit. Then, on Aug. 9, 2018, in an attempt to obtain backup offers, the properties were then listed again at a reduced price for $500,000. On Sept. 5, 2018, the Debtor filed separate motions to sell Unit A and Unit B, which motions the Court granted on Nov. 14, 2018. However, because of various issues, the transactions for Unit A and Unit B did not close. Mr. Ferrari continued to market the all the units together when it appeared that Unit A and Unit B were not going to close. On March 29, 2019, Garrett Rajkovich purchased the liens against Unit A and Unit B from Cal Enterprises, Inc. On March 5, 2019, after many months of marketing and attempting to sell all the properties, the Debtor received an offer, through Mr. Ferrari, to sell Units A, B, and C, jointly, from the Buyers, free and clear of liens, claims and interests. The total sales price is $2.9 million: (i) Unit A - $500,000; (ii) Unit B - $500,000; and (ii) Unit C - $1.9 million. The Buyers have $60,000 initial deposit total, with an additional downpayment of $955,000. The total loan amount is $1.885 million. Douglas Ferrari, who is also the agent for the Buyers, has agreed to a 5% total commission for the sale of Unit A, Unit B, and Unit C. The estimated values of the claims to be paid, along with all secured claims, through the sale of Unit A, Unit B, and Unit C are as follows (in order of priority): i. Real Estate Agent Fees (Douglas Ferrari) - $145,000; ii. Closing Costs (estimated at 1% of total sales price) - $29,000; iii. Real Estate Property Taxes Owed (Unit A and Unit B only) - $52,551; iv. Mr. Cooper (First Mortgage – Unit C) - $1.615 million; v. Real Time Resolutions (Second Mortgage – Unit C) - $300,000; vi. Household Finance Corp. (Judgment Lien) - $28,000; vii. Santa Clara County Tax Collector (Personal Property Tax Lien) - $956; viii. Garrett Rajkovich (First Lienholder on Unit A and Unit B) - $320,000; ix. Capital One Bank (Judgment Lien) - $12,683; x. Capital One Bank (Judgment Lien) - $22,006; xi. Santa Clara County Tax Collector (Personal Property Tax Lien) - $1,208; xii. Santa Clara County Tax Collector (Personal Property Tax Lien) - $935; xiii. Santa Clara County Tax Collector (Personal Property Tax Lien) - $722; xiv. Internal Revenue Service - $545,000; xv. Santa Clara County Tax Collector (Personal Property Tax Lien) - $536; xvi. Capital One Bank (Judgment Lien) - $5,066; and xvii. Franchise Tax Board (State Tax Lien) - $14,750. Based on the foregoing, the Debtor estimates the following sale proceeds to result from the sale of Unit A: Sales Price $1,900,000 Less Title and Closing Costs $19,000 (estimate at 1%) Less Broker Commission (5%) $95,000 Less Property Taxes $0 Less Mr. Cooper Lien $1,615,000 Less Real Time Resolutions Lien $171,000 (Partial Payoff) ---------- Subtotal of Expenses $1,900,000 ---------- Net after Sale to the Debtor $0 A copy of the Offer attached to the Motion is available for free at: http://bankrupt.com/misc/Jeffery_Wyatt_143_Sales.pdf Jeffery Layne Wyatt sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 17-52022) on Aug. 22, 2017. HENSHAW LAW OFFICE is the Debtor's counsel. JOSEPH'S TRANSPORTATION: Hires Rucci Bardaro as Accountant ---------------------------------------------------------- Joseph's Transportation, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Massachusetts to employ Rucci Bardaro & Falzone as accountant to the Debtor. Joseph's Transportation requires Rucci Bardaro to prepare monthly cash flow statements and yearly corporate tax returns including monthly budget. Rucci Bardaro will be paid at these hourly rates: Partners $300 to $350 Chief Financial Officers $215 to $225 Controllers $200 Administrations $70 to $90 Rucci Bardaro will be paid a retainer in the amount of $7,500. Rucci Bardaro will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Bardaro, partner of Rucci Bardaro & Falzone, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Rucci Bardaro can be reached at: Paul Bardaro RUCCI BARDARO & FALZONE 500 Unicorn Park Drive, Suite 101 Woburn, MA 01801 Tel: (781) 321-6065 About Joseph's Transportation Joseph's Transportation, Inc., is a family-owned and operated full transportation company that has been serving the New England area for more than 40 years. Joseph's Transportation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14282) on Nov. 11, 2018. In the petition signed by Joseph Albano III, president, the Debtor estimated assets of $500,001 to $1 million and liabilities of the same range. The Law Office of Gary W. Cruickshank serves as counsel to the Debtor. KONA GRILL: Taps Epiq Corporate as Claims Agent ----------------------------------------------- Kona Grill, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Epiq will charge these hourly fees for claim administration services: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VPs $160 - $177.50 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No Charge Epiq will receive a retainer in the amount of $25,000. Kathryn Tran, director of Epiq, disclosed in court filings that the firm and its employees are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Epiq can be reached through: Kathryn Tran Epiq Corporate Restructuring, LLC 777 Third Avenue New York, NY 10017 Phone: (646) 282-2523 About Kona Grill Kona Grill, Inc. -- https://www.konagrill.com/ -- owns and operates 27 casual dining restaurants in 18 states, as well as Puerto Rico, serving contemporary American favorites, sushi, and alcoholic beverages throughout the United States and Puerto Rico. Kona Grill, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del. Lead Case No. 19-10953) on April 30, 2019. As of Dec. 31, 2018, the Debtors' total assets is $53,613,000 and total liabilities of $74,049,000. The petition was signed by Christopher J. Wells, chief restructuring officer. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel; Piper Jaffray as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor and Epiq Corporate Restructuring, LLC as claims and noticing agent. LASALLE GROUP: Taps Donlin Recano as Claims Agent ------------------------------------------------- The LaSalle Group, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Donlin, Recano & Company, Inc. as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. The firm's hourly rates for professional services are: Executive Management No charge Senior Bankruptcy Consultant $175 Case Manager $140 Technology/Programming Consultant $110 Consultant/Analyst $90 Clerical $45 The Debtors paid Donlin a retainer of $150,000 prior to the filing of their bankruptcy cases. Donlin is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Nellwyn Voorhies Donlin, Recano & Company, Inc. 6201 15th Avenue, Brooklyn, NY 11219 Phone: 212.481.1411 About LaSalle Group Inc. The LaSalle Group, Inc., along with certain of its subsidiaries, designs, develops, builds, and owns interests in memory care assisted living communities designed specifically for people with Alzheimer's and other forms of dementia. The communities operate under the name Autumn Leaves. LaSalle is a holding company for numerous wholly owned, non-debtor subsidiaries and affiliates. It directly and indirectly owns interests in 40 memory care assisted living communities located in Texas, Illinois, Georgia, Florida, Kansas, Missouri, Oklahoma, South Carolina, and Wisconsin. LaSalle and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-31484) on May 2, 2019. At the time of the filing, the Debtors estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Stacey G. Jernigan. The Debtors tapped Crowe & Dunlevy, P.C., as their legal counsel, and Donlin, Recano & Company, Inc. as their claims and noticing agent. LC STAHL: Unsecureds to Get Full Payment Under Plan --------------------------------------------------- LC Stahl, LLC, filed a Chapter 11 Plan and accompanying disclosure statement. Class 7 consists of all general non-insider unsecured claims against the Debtor not otherwise classified (Aasheesh Barman, Diamond Environmental, the non-priority claim of the FTB, and the pre-petition claims of both homeowners' associations which include the Debtor's Property). All claims within this class will be satisfied in full, with interest at the federal judgment rate set per 28 U.S.C. Section 1961 on each unpaid balance starting from the Petition Date, within thirty (30) months of the Effective Date. Class 7 is impaired and is entitled to vote to accept or reject the Plan. The funds for implementation of the Plan shall come from the funds held by the estate as of the entry of the Confirmation Order and the ongoing operating profits of the Debtor's business operations. A full-text copy of the Disclosure Statement dated May 6, 2019, is available at https://tinyurl.com/yxn4gsbn from PacerMonitor.com at no charge. About LC Stahl LLC Based in Murrieta, California, LC Stahl LLC is a privately-held company in the residential building construction business. LC Stahl sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-20003) on Nov. 27, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Mark D. Houle. The Law Offices of Stuart J. Wald is the Debtor's counsel. LIGHTHOUSE HOSPITALITY: Taps William Sotheby's as Realtor --------------------------------------------------------- Lighthouse Hospitality LLC received approval from the U.S. Bankruptcy Court for the District of Connecticut to hire William Sotheby's International Realty. The firm will assist the Debtor in the marketing and sale of its properties, including its real estate located at 949 Boston Post Road, Madison, Conn. William Sotheby's will get a commission of 6 percent of the sale price payable at the sale closing, which may be shared by the firm with a buyer's agent Bette Zollshan, a realtor employed with William Sotheby's, disclosed in court filings that the firm neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Bette Zollshan William Pitt Sotheby's International Realty 696 Boston Post Road Madison, CT 06443 Phone: +1 203-245-6700 About Lighthouse Hospitality Lighthouse Hospitality LLC, which conducts business as Tidewater Inn, operates a three-star hotel in Madison, Connecticut. The hotel's guestrooms have a private en-suite bathroom with a shower, air conditioning, cable television, and wireless internet access. Lighthouse Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 19-30387) on March 14, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. The case is assigned to Judge Ann M. Nevins. Coan, Lewendon, Gulliver & Miltenberger, LLC, is the Debtor's counsel. LW RETAIL ASSOCIATES: Hires Goldberg Weprin as Special Counsel -------------------------------------------------------------- LW Retail Associates LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Goldberg Weprin Finkel Goldstein LLP, as special litigation counsel to the Debtor. LW Retail Associates requires Goldberg Weprin to represent the Debtor with respect to a pending adversary proceeding involving Millennium Sports Management Company relating to failure to reimburse the Landlord for assessments and related charges incurred because of Millennium's failure to abide by its lease obligations, plus pre-petition and post-petition non-payment of rent and additional rent claims (Adv. Pro. No. 18-01109). Goldberg Weprin will be paid at these hourly rates: Partners $575 Associates $300 to $425 Goldberg Weprin will be paid a retainer in the amount of $15,000. Goldberg Weprin will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin J. Nash, a partner at Goldberg Weprin Finkel Goldstein, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Goldberg Weprin can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 221-5700 Fax: (212) 730-4518 About LW Retail Associates LW Retail Associates, LLC, filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple interest four condominium units in New York valued by the Company at $12.20 million in the aggregate. LW Retail Associates filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-45189) on Oct. 5, 2017. In the petition signed by Louis Greco, manager, the Debtor disclosed $12.64 million in assets and $6.25 million in liabilities. Judge Elizabeth S. Stong oversees the case. Dawn Kirby, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is the Debtor's counsel. Goldberg Weprin Finkel Goldstein LLP, is the special litigation counsel. MARINE BUILDERS: Seeks to Hire Bingham Greenebaum as Legal Counsel ------------------------------------------------------------------ Marine Builders, Inc., and Marine Industries Corporation seek approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Bingham Greenebaum Doll LLP as their legal counsel. The firm will provide services in connection with the Debtors' Chapter 11 cases, which include legal advice concerning their rights, power and duties under the Bankruptcy Code; negotiation and documentation of financing and sale agreements; preparation of a reorganization plan; and review of liens and claims asserted against the Debtors. The firm will charge for its legal services on an hourly basis and will seek reimbursement for work-related expenses. Bingham is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: James R. Irving, Esq. Christopher B. Madden, Esq. Bingham Greenebaum Doll LLP 3500 PNC Tower 101 South Fifth Street Louisville, KY 40202 Telephone: (502) 587-3606 Email: jirving@bgdlegal.com cmadden@bgdlegal.com About Marine Builders Inc. and Marine Industries Corp. Marine Builders, Inc. -- http://www.marinebuilders.net/-- is a family-owned and operated company in the boat building business. Founded in 1972, it manufactures custom vessels ranging from work boats and barges to dry docks and excursion vessels. Marine Builders and its affiliate Marine Industries Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 19-90632) on April 25, 2019. At the time of the filing, both debtors estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Basil H. Lorch III. MARRONE BIO: Incurs $3.9 Million Net Loss in First Quarter ---------------------------------------------------------- Marrone Bio Innovations, Inc. filed with the U.S. Securities and Exchange Commission on May 10, 2019, its quarterly report on Form 10-Q, reporting a net loss of $3.91 million on $8.71 million of total revenues for the three months ended March 31, 2019, compared to a net loss of $5.25 million on $4.32 million of total revenues for the three months ended March 31, 2018. The Company said the record quarterly sales were led by continued adoption of the Venerate family of products, both for foliar applications in vegetables and for soil- and seed-applied applications in row crops. Revenues also benefited from placement of Grandevo for in-season insect control in fruits and vegetables, as well as expanded market reach for Regalia to treat fungal diseases in trees, nuts and vines. "We have put a solid foundation in place - technically, commercially and financially - to drive revenue growth this year and set the stage for longer term growth. Our first-quarter results are a solid start to what we believe can be a transformative year for Marrone Bio," said Dr. Pam Marrone, chief executive officer of Marrone Bio Innovations. "As we broaden our customer outreach and distribution network, we expand our ability to sell our products for multiple uses within a given crop," she added. "We have the technical flexibility to offer our products in combination with complementary traditional agricultural solutions or with other compatible biocontrol or biostimulant offerings, thus enhancing our revenue-generating capabilities." As of March 31, 2019, Marrone Bio had $52.38 million in total assets, $42.80 million in total liabilities, and $9.57 million in total stockholders' equity. Net cash used in operating activities of $7.7 million during the three months ended March 31, 2019 primarily resulted from the Company's net loss of $3.9 million and cash used by operating assets and liabilities of $5.0 million. These uses were partially offset by non-cash charges of $1.3 million consisting of $0.5 million of depreciation and amortization, $0.6 million of share-based compensation expense, $0.2 million of amortization of right-of-use assets and $0.1 million of non-cash interest expense. Net cash used in investing activities were $0.1 million during the three months ended March 31, 2019 resulting from purchases of property, plant and equipment to support the Company's operations. Net cash provided in financing activities of $3.1 million during the three months ended March 31, 2019 consisted of net reductions and repayment of debt. Going Concern, Liquidity, and Management Plans As of March 31, 2019, the Company had an accumulated deficit of $287,391,000, has incurred significant losses since inception and expects to continue to incur losses for the foreseeable future. The Company had funded operations primarily with net proceeds from public sales and private placements of equity and debt securities and from term loans, as well as with the proceeds from the sale of its products and payments under strategic collaboration and distribution agreements and government grants. The Company will need to generate significant revenue growth to achieve and maintain profitability. As of March 31, 2019, the Company had working capital of $15,145,000, including cash and cash equivalents of $13,586,000. In addition, as of March 31, 2019, the Company had debt and debt due to related parties of $17,273,000 and $7,300,000, respectively, for which the underlying debt agreements contain various financial and non-financial covenants, as well as certain material adverse change clauses. As of March 31, 2019, the Company had a total of $1,560,000 of restricted cash relating to these debt agreements. Marrone Bio said "Our historical operating results indicate substantial doubt exists related to our ability to continue as a going concern. We believe that our existing cash and cash equivalents of $13.6 million at March 31, 2019, expected revenues and lower operating costs will be sufficient to fund operations as currently planned through at least one year from the date of the issuance of these financial statements. We believe that the actions discussed above are probable of occurring and mitigate the substantial doubt raised by our historical operating results. However, we cannot predict, with certainty, the outcome of our actions to grow revenues or manage or reduce costs. We have based this belief on assumptions and estimates that may prove to be wrong, and we could spend our available financial resources less or more rapidly than currently expected. We may continue to require additional sources of cash for general corporate purposes, which may include operating expenses, working capital to improve and promote our commercially available products, advance product candidates, expand our international presence and commercialization, general capital expenditures and satisfaction of debt obligations. We may seek additional capital through debt financings, collaborative or other funding arrangements with partners, or through other sources of financing. Should we seek additional financing from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital when required or on acceptable terms, we may be required to scale back or to discontinue the promotion of currently available products, scale back or discontinue the advancement of product candidates, reduce headcount, file for bankruptcy, reorganize, merge with another entity, or cease operations." A full-text copy of the Form 10-Q is available for free at: https://is.gd/mdIyzv About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. MBI has screened over 18,000 microorganisms and 350 plant extracts, leveraging its in-depth knowledge of plant and soil microbiomes enhanced by advanced molecular technologies to rapidly develop seven effective and environmentally responsible pest management products to help customers operate more sustainably while uniquely improving plant health and increasing crop yields. Supported by a robust portfolio of over 400 issued and pending patents around its natural product chemistry, MBI's currently available commercial products are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and Amplitude, Zelto and Zequanox. Marrone Bio inccured a net loss of $20.21 million for the year ended Dec. 31, 2018, compared to a net loss of $30.92 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Marrone Bio had $46.56 million in total assets, $33.63 million in total liabilities, and $12.93 million in total stockholders' equity. Marcum LLP, in San Francisco, CA, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has 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. MARTIN MANUFACTURING: June 14 Bid Submission Deadline for Assets ---------------------------------------------------------------- By Order of US Bankruptcy Court Eastern District of North Carolina Case # 15-06193-5-SWH Sealed-Bid Auction of all Remaining Assets of Martin Manufacturing, including: * Patents * Equipment * Materials Inventory The assets will be grouped together as one all-inclusive auction lot to be sold to the highest bidder. Bid Submission Deadline – June 14, 2019 – 5pm Pacific Martin Manufacturing's flagship product, the Chair-A-Table(R) was an FDA approved "Safe Patient Handling" system comprised of two integrated components: 1. Procedure I Exam Table 2. Docking Wheelchair The functioning of the Chair-A-Table system significantly reduced the danger of injury (to both patient and caregiver alike) via the docking of the wheelchair to the exam table and the motorized transition of the wheelchair into the exam table. This eliminated the dangerous necessity of lifting the patient from the wheelchair onto an exam table -- and likewise from the exam table back into the wheelchair. The Chair-A-Table system promoted patient and caregiver safety, facilitated physician access to the patient, and importantly promoted the dignity of the patient throughout the process. Many State Legislatures have instituted Safe Patient Handling requirements. Studies have demonstrated that investment in Safe Patient Handling systems reduce costs to health care facilities. About Heritage Global Inc. Heritage Global Inc. (OTCQB: HGBL) (CSE: HGP) -- http://www.heritageglobalinc.com-- is a value-driven, innovative leader in corporate and financial asset liquidation transactions, valuations and advisory services. Heritage Global focuses on identifying, valuing, acquiring and monetizing underlying tangible and intangible assets in twenty-eight global manufacturing and technology sectors. Heritage Global acts as an adviser, as well as a principal, acquiring or brokering turnkey manufacturing facilities, surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios, intellectual property, and entire business enterprises. About Heritage Global Patents & Trademarks Heritage Global Patents & Trademarks is the Intellectual Property Division of Heritage Global Inc. and provides a platform for corporations to monetize non-commercialized, non-core, and non-strategic patents representing only ongoing costs -- but whose market value deteriorates with every year of non-use. About Martin Manufacturing Martin Manufacturing Company filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 15-06193) on Nov. 13, 2015. The petition was signed by Willis E. Martin, MD, as member manager. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $1 million. The Law Offices of Oliver & Cheek, PLLC represents the Debtor as counsel. Judge Stephani W. Humrickhouse has been assigned the case. General proofs of claim are due by March 14, 2016. For governmental units, the bar date is May 11, 2016. MERRICK COMPANY: Seeks to Hire Kaplan Johnson as Legal Counsel -------------------------------------------------------------- Merrick Company, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to hire Kaplan Johnson Abate & Bird, LLP as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice concerning its power and duties under the Bankruptcy Code, prosecution of actions to protect its estate, and the preparation of a bankruptcy plan. The firm's hourly rates are: Charity Bird Attorney $350 James McGhee Attorney $300 Aimee Lilly Paralegal $95 Kaplan received a retainer in the sum of $30,000, which includes payment of the filing fee. Charity Bird, Esq., at Kaplan, 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: Chariity S. Bird, Esq. Kaplan Johnson Abate & Bird, LLP 710 West Main Street, Fourth Floor Louisville KY 40202 Telephone: 502-540-8285 Facsimile: 502-540-8282 Email: cbird@kaplanjohnsonlaw.com About Merrick Company Merrick Company, LLC -- http://www.merrickco.com/-- is a mechanical contractor in Louisville, Ky., that repairs, upgrades, designs, and installs piping and HVAC systems. Merrick Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-31201) on April 15, 2019. At the time of the filing, the Debtor disclosed $824,992 in assets and $3,656,559 in liabilities. The case is assigned to Judge Thomas H. Fulton. MONEYGRAM INT'L: Moody's Lowers CFR to B3, Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded MoneyGram International, Inc.'s Corporate Family Rating to B3 from B2 and existing senior secured credit facility rating to B3 from B2. Moody's assigned a B2 rating to the proposed amended first lien credit facility and a Caa2 rating to the proposed second lien term loan facility. The outlook remains negative. The action follows MoneyGram's announcement on May 8, 2019 of an arrangement of a $245 million second lien senior secured term facility, led by Beach Point Capital Management which has committed $200 million. The second lien facility will bear interest at 13% per annum, a portion of which may payable in kind at the company's option. Proceeds from the new second lien facility will be used to reduce outstanding balances under the company's first lien term facility. The proposed amendment of the first lien revolver and term facilities will include extension of maturities and an increase in interest rates. Closing of the second lien facility is contingent upon the completion of the amendment process for the first lien facilities. The downgrade of the ratings and the negative outlook reflects Moody's expectation that MoneyGram's operating performance will continue to be pressured by the difficult competitive environment and that meaningfully higher cash interest costs attributable to the new first and second lien credit facilities will lead to just breakeven to modestly positive free cash flow over the next 12 to 18 months. The following rating actions were taken: Issuer: MoneyGram International, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Revolving Credit Facility, Assigned at B2 (LGD3) Senior Secured 1st Lien Term Loan, Assigned at B2 (LGD3) Senior Secured 2nd Lien Term Loan, Assigned at Caa2 (LGD5) Issuer: MoneyGram Payment Systems Worldwide Inc. Senior Secured Term Loan B, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: MoneyGram International, Inc. Outlook, Remains Negative Issuer: MoneyGram Payment Systems Worldwide Inc. Outlook, Remains Negative RATINGS RATIONALE The B3 CFR reflects business pressures encountered by MoneyGram in recent periods, due in part to revenue declines related to the company's continued efforts to strengthen its compliance framework resulting from the deferred prosecution agreement with the Department of Justice, as well as the intense competitive environment in the money transfer industry. While MoneyGram's revised compliance standards have improved compliance metrics, they have also had the effect of reducing volumes in certain corridors, in particular as some of the company's competitors are not subject to the same degree of requirements. MoneyGram's revenue declined by 10% in 2018, and EBITDA declined at approximately the same rate as MoneyGram took actions to reduce costs. Moody's expects revenue to continue to decline in mid-single digits over new few quarters before stabilization is achieved in late 2019 or early 2020, and expects profit margins to be pressured in 2019. The announced refinancing of the debt capital structure, if completed, would extend debt maturities and add a junior debt capital tranche. However, the refinancing as contemplated has the effect of reducing free cash flow generation due to a significantly higher interest expense burden. MoneyGram's credit metrics will continue to erode in 2019 before stabilizing, with total leverage (Moody's definition) increasing to about 5.5x as trailing-twelve-months EBITDA continues to decline over the coming quarters. The rating is supported by MoneyGram's leading position in the global money transfer industry and the value of its broad global network of locations (second only to Western Union). With the addressable market of over $700 billion of annual cross-border remittances in 2019 projected by the World Bank to grow in the low-to-mid single digits over the coming years, end market fundamentals are sound. MoneyGram has made investments in its digital platform and global presence. After it absorbs the business impacts from compliance changes over the coming quarters, the business may have growth potential on a somewhat lower revenue base. The negative rating outlook reflects Moody's expectation of continued revenue and profitability declines over the coming quarters, as well as reduced liquidity due to limited free cash flow. The ratings could be upgraded if MoneyGram demonstrates EBITDA growth, reduces leverage to below 4.5x and increases free cash flow to debt to above 5%. The ratings could be downgraded if MoneyGram's EBITDA decline does not moderate, if leverage exceeds 6.5x, if free cash flow is negative, or if the company fails to complete the proposed refinancing in the near term. The speculative grate liquidity rating of SGL-4 is unchanged at this time and reflects significant near term debt maturities and limited covenant headroom. If the proposed refinancing is completed, the SGL rating could be upgraded to SGL-3. Pro forma for the completion of the refinancing, the company's liquidity profile will be supported by available cash balances, breakeven to modestly positive free cash flow and revolver availability of $35 million. The B2 ratings assigned to the proposed amended first lien senior secured credit facilities reflect a B3-PD PDR and a Loss Given Default assessment of LGD3. The ratings on the amended first lien facility are one notch above the B3 CFR reflecting their senior most position in the capital structure and size relative to the second lien debt. The Caa2 rating on the proposed second lien secured term loan reflects an LGD assessment of LGD5. The Caa2 rating, two notches below the B3 Corporate Family Rating, reflects the significant amount of first lien debt ahead of it in the capital structure. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MONTGOMERY SERVICES: Chase Bank to Get $61,925 Over 5 Years ----------------------------------------------------------- Mammoth Restoration of Florida, LLC, d/b/a Mammoth Restoration & Construction and Montgomery Services, Inc., d/b/a Mammoth Restoration of the Palm Beaches, filed an amended Chapter 11 Plan and accompanying Amended Disclosure Statement. Class 3: General unsecured claimants of Mammoth of Florida shall not receive a distribution. This Class includes the principal of the Debtor, who also will not receive a distribution, and who had provided a $75,000 loan to the Debtor. Class 4: General unsecured claimants of Mammoth of Palm Beaches shall share in a total distribution of $20,000.00. Eight quarterly payments of $2,500 shall be distributed pro rata, commencing on the first of the 13th month following the Initial Payment Date, with quarterly payments to continue until the aggregate amount of $20,000 is paid. Class 2: Chase Bank shall be paid Amount $61,925 over a period of 5 years in the following manner: $670 per month for 60 months, with a balloon of $21,725 to be paid at the end of the 60 month period. Post-petition income. Mammoth of Palm Beaches' gross revenue for September through December of 2018 and January-March of 2019 was $46,249.00, $81,564.20, $37,214.51, $64,089.00, $34,530.52, $39,614.37, $25,070.37 respectively. Mammoth of Florida is no longer operating. Debtor Mammoth of Palm Beaches filed its Motion to Value Personal Property on January 14, 2019 with regard to its secured loan with Chase, seeking to value Chase's collateral at $88,308.00. The motion was subsequently withdrawn and Mammoth of Palm Beaches and Chase have reached agreement as to terms, with said terms listed in the treatment of the Class 2 claim. During the pendency of the case, the Debtors with Seacoast Bank, with said terms listed in the treatment of the Class 1 claim, below. Seacoast's first-position lien covered Mammoth of Florida's assets. As there was an outstanding receivable owed to Mammoth of Florida by Mammoth of Palm Beaches, the parties agreed to the treatment listed below in Class 1. Accounts Receivable. The accounts receivable of Mammoth of Florida will be abandoned. These amounts are minimal and too small to pursue relative to the fees and costs required. Mammoth of Palm Beaches will continue to pursue collections. Potential claims against 3rd parties: The potential claims against 3rd parties will be abandoned by both Debtors; specifically, those claims against Tim Workman and Crystal Trimble. The Debtors have concluded that the probabilities of success in litigation as well as in collections are too low in relation to the legal fees and costs to be incurred. The remainder of Seacoast Bank's claim in the amount of $37,905.03 will be treated as a Class 3 General Unsecured Claim. The source of funds for the payment of the Settled Claim Amount will be from a portion of the net operating income of Mammoth of Palm Beaches. Discharge of Debtor Mammoth of Palm Beaches. On the confirmation date of the Plan, Debtor Mammoth of Palm Beaches will be discharged from any debt that arose before confirmation of the Plan, subject to the occurrence of the Effective Date, to the extent specified in Section 1141(d)(1)(A) of the Bankruptcy Code, except that Debtor Mammoth of Palm Beaches will not be discharged of any debt: (i) imposed by the Plan; (ii) of a kind specified in Section 1141(d)(6)(A) of the Bankruptcy Code; or (iii) of a kind specified in Section 1141(d)(6)(B) of the Bankruptcy Code. A redlined version of the Amended Joint Disclosure Statement dated May 6, 2019, is available at https://tinyurl.com/y57rfpag from PacerMonitor.com at no charge. The Amended Disclosure Statement was filed by Aaron A. Wernick, Esq., at Furr Cohen, P.A., in Boca Raton, Florida. About Montgomery Services Montgomery Services, Inc., d/b/a Mammoth Restoration of the Palm Beaches, is a leader in Pennsylvania repair and restoration. Montgomery Services filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-15699) on May 11, 2018. In the petition signed by its president, Nathan M Smith, the Debtor disclosed under $500,000 both in assets and liabilities. Aaron A. Wernick, Esq., at Furr & Cohen, is the Debtor's counsel. MRO HOLDINGS: S&P Places 'BB-' ICR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings places all of its ratings on MRO Holdings Inc., including its 'BB-' issuer credit rating, on CreditWatch with negative implications. The CreditWatch negative placement follows the company's announcement of its plan to issue a new $360 million term loan to refinance its existing debt and pay a $135 million distribution to its shareholders. Meanwhile, S&P assigned its 'BB-' issue-level rating and '3' recovery rating to the company's proposed $360 million first-lien term loan B due 2026 and placed the issue-level rating on CreditWatch with negative implications. "The CreditWatch negative placement reflects that MROH's credit metrics will likely weaken due to the proposed debt-financed dividend. The CreditWatch also reflects that the company's financial policy is more aggressive than we had expected," S&P said. "The proposed increase in MROH's debt, which should be somewhat offset by continued growth in its earnings, will cause its debt to EBITDA to weaken to the 4.8x-5.2x range in 2019 from 3.8x in 2018 and our previous expectation of around 3x. Similarly, the company's funds from operations (FFO) to debt will decline to the 12%-16% range from about 25% in 2018 and our previous expectation for the mid-20% area," S&P said. "However, we expect strong demand for MROH's services to support earnings growth and improve the company's credit metrics over the next few years, though this improvement will likely be offset by future debt-financed distributions if its leverage declines below 4x." S&P plans to resolve the CreditWatch negative listing on MROH when the transaction closes. "If the transaction closes on terms that are substantially similar to those presented to us, we expect to lower our issuer credit rating on the company and our issue-level ratings on its debt to 'B+' and assign a stable outlook," S&P said. NOVA SECURITY: June 11 Plan Confirmation Hearing Set ---------------------------------------------------- Bankruptcy Judge Henry A. Callaway approved Nova Security Group, Inc.'s amended disclosure statement in connection with its third amended plan of reorganization. Written acceptances or rejections of the Plan, and objections to confirmation of the plan must be filed on or before 5:00 p.m. Standard Daylight Time on June 4, 2019. The hearing to consider confirmation of the Plan will be held on June 11, 2019 at 8:30 a.m. in Courtroom Number 1 of the United States Bankruptcy Courthouse, 201 St. Louis Street, Mobile, Alabama. The Troubled Company Reporter previously reported that the Debtor amended the plan to identify the prior Equity Security Holders of Nova Security Electric Immobilization Devices, LLP, which entity owned all the shares of the Debtor and has been dissolved under British Law. A full-text copy of the Third Amended Disclosure Statement dated March 6, 2019, is available at https://tinyurl.com/y3ox5yks from PacerMonitor.com at no charge. About Nova Security Group Nova Security Group, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Alabama (Mobile) (Case No. 16-00370) on February 8, 2016. The petition was signed by Richard K. Bastin, Sr., president. The Debtor is represented by Irvin Grodsky, Esq. The case is assigned to Judge Jerry Oldshue, Jr. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. The U.S. Bankruptcy Court for the Southern District of Alabama has ordered that no official committee of unsecured creditors will be appointed in the Chapter 11 case of Nova Security Group, Inc. O'HARE FOUNDRY: Seeks to Hire Stark & Company as Accountant ----------------------------------------------------------- O'Hare Foundry Corporation seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Stark & Company, P.C., as its accountant. The services to be provided by the firm include financial advice, preparation of tax returns, and assisting the Debtor with financial projections necessary for the preparation of a reorganization plan. Stark & Company charges an hourly fee of $90 for its services except the preparation of financial statements for which it charges an hourly rate of $60. Matthew Stark, a shareholder of Stark & Company, disclosed in court filings that his firm does not represent any client with adverse connection to the Debtor, creditors and equity security holders. The firm can be reached through: Matthew Stark Stark & Company, P.C. Phone: (314) 481-7800 Fax: (314) 481-7810 Email: matt@stark-cpa.com About O'Hare Foundry Corporation Established in 1921, O'Hare Foundry Corporation -- http://www.oharefoundry.com-- manufactures sand castings from brass, brass and bronze alloys, and aluminum alloys. O'Hare Foundry Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 19-41834) on March 27, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Charles E. Rendlen III. The Debtor tapped Danna McKitrick, P.C., as its legal counsel. OFFICE BARGAIN: Unsecured Creditors to Get 39% Over 5 Years ----------------------------------------------------------- Office Bargain Center 2011, LLC, filed a Chapter 11 Plan of Reorganization and accompanying Disclosure Statement. Class 2 General Unsecured Claims. Class 2 consists of the allowed general unsecured claims including Claims filed and numbered #2, 3, 4 (IRS unsecured), #5 (Suntrust, unsecured portion), #6, 7 (unsecured portions of Fl Dept. of Revenue); #9, 11 and others not listed as either disputed, contingent or unliquidated in the Debtor's Schedule F. This class shall receive 39% over 5 years through the tenure of the Plan, 60 months from the Effective Date. This class is impaired by the Plan and its members are entitled to vote. The Debtor will fund 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 May 6, 2019, is available at https://tinyurl.com/y3gldkww from PacerMonitor.com at no charge. The Plan was filed by Aleida Martinez Molina, Esq., at Weiss Serota Helfman Cole Bierman, PL, in Coral Gables, Florida, on behalf of the Debtor. About Office Bargain Center 2011 Office Bargain Center 2011, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-10226-RAM) on Jan. 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $1 million. The case has been assigned to Judge Robert A. Mark. The Debtor hired Weiss Serota Helfman Cole & Bierman, P.L. as its legal counsel. OLEUM EXPLORATION: Seeks to Hire Melton & Melton as Accountant -------------------------------------------------------------- Oleum Exploration, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire an accountant. In an application filed in court, the Debtor proposes to employ Melton & Melton LLP to assist in the preparation and filing of tax returns. Clint Bennett, managing partner of Melton & Melton, attests that his firm neither holds nor represents any interest adverse to the Debtor. The firm can be reached at: Clint Bennett, CPA Melton & Melton, L.L.P. 6002 Rogerdale, Suite 200 Houston, TX 77072 Phone: (281) 759-1120 Fax: (281) 759-5500 About Oleum Exploration Oleum Exploration, LLC, a production and exploration company operating in Gulf Coast Basin, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-00664) on Feb. 16, 2019. At the time of the filing, the Debtor disclosed $2,164,154 in assets and $10,400,625 in liabilities. The case has been assigned to Judge Robert N. Opel II. Kurtzman Steady, LLC is the Debtor's bankruptcy counsel. OLEUM OPERATING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Oleum Operating Co., L.C. PO Box 1263 Longview, TX 75601 Business Description: Oleum Operating Co., L.C. C. provides oil and gas exploration and production services. Chapter 11 Petition Date: May 15, 2019 Court: United States Bankruptcy Court Eastern District of Texas (Tyler) Case No.: 19-60341 Judge: Hon. Bill Parker Debtor's Counsel: Callan Clark Searcy, Esq. SEARCY & SEARCY, P.C. PO Box 3929 Longview, TX 75606 Tel: 903-757-3399 Fax: 903-757-9559 E-mail: ccsearcy@jrsearcylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Micheal W. Snell, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txeb19-60341.pdf OMA GROUP: Seeks Authority to Use CIC Limited Cash Collateral ------------------------------------------------------------- OMA Group LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to use the cash collateral of CIC Limited, Inc., according to the budget. CIC Limited will have a replacement lien upon the future rentals generated by the Property. The cash collateral (rents) will be used only for the expenses described in the budget, subject to a 10% variance for each line item, or alternatively, a 10% variance overall. The improved lots within the real property will be kept continuously insured, for at least the value of the improvements thereon, appearing on the tax roll. The Debtor also asks the Court that no escrow account be started at this time for the 2019 property taxes because of the equity cushion in the Property, and the brisk pace of pre-confirmation events in a single-asset real estate case, and the fact that no new tax delinquency date will arise until Jan. 31, 2020. About OMA Group LLC OMA Group LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple a property located at 110 Borderland Drive, El Paso, Texas, with a current value of $5.80 million. OMA Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-30183) on Feb. 4, 2019. At the time of the filing, the Debtor disclosed $5,804,338 in assets and $3,099,186 in liabilities. The case is assigned to Judge Christopher H. Mott. E.P. Bud Kirk, Esq., is the Debtor's counsel. OMA GROUP: Unsecured Creditors to Get Paid From Sale of Property ---------------------------------------------------------------- OMA Group, LLC, filed a Chapter 11 Plan and accompanying disclosure statement. Class 4 - General unsecured claims are impaired. The claims will be paid pro rata on the thirtieth day after the closing of the sale of the property, by the Debtor, after all administrative expenses and higher ranking claims have been paid first. Class 2 - Secured Claim of The City of El Paso Tax Collector are impaired. The Class 2 creditor filed a secured Proof of Claim in the amount of $91.299.15 for estimated ad valorem taxes. This creditor collects taxes for both El Paso County, Texas and The City of El Paso. The Debtor will retire the Class 2 debt as a first lien from proceeds of the property, pro-rated to the date of closing, without interest if the closing occurs prior to February 1, 2020. Class 3 - Secured Claim of CIC Limited, Inc. are impaired. This claim shall be paid off in its allowed amount as a second lien at the closing of the sale of the property, together with interest at the non default rate and reasonable attorney's fees if the claim is paid in full at the non default interest rate. The plan is implemented through a sale of the property. A full-text copy of the Disclosure Statement dated May 6, 2019, available at https://tinyurl.com/y42q8ksh from PacerMonitor.com at no charge. E.P. Bud Kirk, Esq., in El Paso, Texas, filed the Plan on behalf of the Debtor. About OMA Group LLC OMA Group LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple a property located at 110 Borderland Drive, El Paso, Texas, with a current value of $5.80 million. OMA Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-30183) on Feb. 4, 2019. At the time of the filing, the Debtor disclosed $5,804,338 in assets and $3,099,186 in liabilities. The case is assigned to Judge Christopher H. Mott. E.P. Bud Kirk, Esq., is the Debtor's counsel. PASCO COUNTY FIREFIGHTERS: Taps Alan K. Geer as Accountant ---------------------------------------------------------- Pasco County Professional Firefighters Local 4420 received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Alan K. Geer, PA as its accountant. The firm will assist the Debtor in the preparation of financial statements, tax returns and bookkeeping entries, and will provide general consulting services on income tax matters upon request. Geer's standard hourly rates range from $50 to $150. The firm estimated that its fees will be approximately $1,200 to $1,700 per year. Alan Geer, a certified public accountant and member of the firm, assures the court that his firm is a "disinterested" person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alan K. Geer, CPA Alan K. Geer, P.A. 7401 Temple Terrace Hwy Ste D Tampa, FL 33637 Phone: (813) 988-9564 Toll Free: (800) 940-9564 Fax: (813) 988-1815 Email: Alan@ageercpa.com About Pasco County Professional Firefighters Local 4420 Pasco County Professional Firefighters Local 4420 sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02963) on April 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Catherine Peek Mcewen. ChildersLaw LLC is the Debtor's legal counsel. PASCO COUNTY FIREFIGHTERS: Taps ChildersLaw as Legal Counsel ------------------------------------------------------------ Pasco County Professional Firefighters Local 4420 seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to hire ChildersLaw, LLC as its legal counsel. The services that ChildersLaw will render are: a. prepare the Debtor's schedules of assets and liabilities, statement of financial affairs and other court papers; b. advise the Debtor of its responsibilities in complying with the U.S. trustee's guidelines and reporting requirements and with the rules and orders of the court; c. defend causes of action on behalf of the Debtor; d. advise the Debtor of its rights and obligations under the Bankruptcy Code; and e. represent the Debtor in negotiation with its creditors and in the preparation of a Chapter 11 plan of reorganization and disclosure statement. ChildersLaw's hourly rates are: Seldon J. Childers $395 Associate Attorneys $295/$275 Paraprofessionals $175 Legal secretarial $50 Seldon Childers, founder of ChildersLaw, attests that his firm is disinterested as required under Section 327(a) of the Bankruptcy Code. The firm can be reached at: Seldon J. Childers, Esq. ChildersLaw, LLC 2135 NW 40th Terrace, Suite B Gainesville, FL 32605 Tel: 866-996-6104 Fax: 407-209-3870 Email: jchilders@smartbizlaw.com About Pasco County Professional Firefighters Local 4420 Pasco County Professional Firefighters Local 4420 sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02963) on April 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Catherine Peek Mcewen. ChildersLaw LLC is the Debtor's legal counsel. PETERSON PRODUCE: Unsecureds to Receive Total Payment of $270K -------------------------------------------------------------- Peterson Produce, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Alabama a disclosure statement relating to its proposed chapter 11 plan of reorganization. The Debtor proposes to pay the sum of $2,500 pro-rata to the general unsecured creditor in class 4 for the first 12 months following the Effective Date of the plan. Thereafter, due to the satisfaction of a secured obligation, the Debtor will increase the payment to this class to $5,000 pay pro-rata for 48 months. This will result in a total payment of $270,000 to the general unsecured creditor class resulting in each creditor receiving approximately 20% of its claim. The Debtor operates a logistics business based out of south Alabama and with an additional base operation in Wisconsin. The Debtor arranges for and ships potatoes across the US and may, at times, transport additional cargo as requested. Based on the income and expenses for the last year, the Debtor projects the business income and expenses. As a result of this, Debtor projects that it will be able to make the payments show to the secured creditors and will have sufficient income to pay the pro rata distributions to unsecured creditors as well as to pay the administrative and priority claims. A copy of the Disclosure Statement is available at https://tinyurl.com/y4nfmfus from Pacermonitor.com at no charge. Peterson Produce Inc. Peterson Produce, Inc., is a privately-held trucking company in Summerdale, Alabama. Peterson Produce sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 18-03976) on Oct. 1, 2018. In the petition signed by Paul A. Peterson, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Robert M. Galloway, Esq., at Galloway, Wettermark & Rutens, LLP, serves as the Debtor's bankruptcy counsel. Judge Henry A. Callaway presides over the case. PG&E CORPORATION: Hires PricewaterhouseCoopers as Consultant ------------------------------------------------------------ PG&E Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California to employ PricewaterhouseCoopers LLP, as management, tax, and advisory consultant to the Debtors. PG&E Corporation requires PricewaterhouseCoopers to: (a) perform support activities related to evidence evaluation for the 2017 North Bay Fires and 2018 Camp Fire and assist the Debtors in the development and formalization of consistent claims-coding processes and procedures, which will help the Debtors to facilitate enhanced data quality and enhanced reporting; (b) assist the Debtors with their corporate incident reporting processes related to the 2017 North Bay Fires and 2018 Camp Fire and other major events in the Debtors' service territory, including, operations and legal support activities; (c) provide off-shore assistance surrounding the management of technical support issues pertaining to Ariba, the Debtors' purchasing system; (d) undertake external assessments to determine whether the internal auditors are fulfilling the expectations of the Debtors' Audit Committee and its effectiveness in carrying out its mission; (e) assist the Debtors in implementing a digital contract management process, including, but not limited to: implement a model to assist the Debtors with design recommendations; assist with the data migration; testing, deployment, and implementation of the new business processes; (f) assist the Debtors' Compliance and Ethics department ("C&E") in assessments of their compliance programs, including, but not limited to: review of the compliance program elements, analyze documentation of compliance, drafting results of assessments, and supporting its compliance and ethics road map; (g) assist the Debtors in the assessment of the design and operations of compliance controls across the Debtors' business, including, but not limited to: providing recommendations on the control design as a result of controls testing, and provide controls training to the Debtors' business units; (h) perform forensic collection of data from electronic devices related to the 2017 North Bay Fires and 2018 Camp Fire; and (i) provide assistance and support services related to the Debtor's general rate case, including certain administrative and logistical support tasks. PricewaterhouseCoopers will be paid at these hourly rates: Partners $499 to $909 Managing Directors $757 to $898 Managers $329 to $585 Senior Staffs $267 to $464 Associates $172 to $360 Administrative Staffs $125 to $260 In the 90 days before the Petition Date, the Debtors paid PricewaterhouseCoopers $17,596,754 for services rendered. PricewaterhouseCoopers will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel Bowman, principal of PricewaterhouseCoopers LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. PricewaterhouseCoopers can be reached at: Daniel Bowman PRICEWATERHOUSECOOPERS LLP 300 Madison Ave. New York, NY 10017-6204 Tel: (646) 471-3000 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. PGH GROCERS: Taps Gugino Law Office as Counsel ---------------------------------------------- PGH Grocers, LLC received approval from the U.S. Bankruptcy Court for the Northern District of New York to hire the Gugino Law Office as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include the preparation of a bankruptcy plan and the review of claims made by creditors. Gugino Law will charge $75 per hour for its services and will receive reimbursement for work-related expenses. Mark Gugino, Esq., at Gugino Law, attests that his firm is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark C. Gugino, Esq. The Gugino Law Group 144 Bald Hill Road Tinyhouse One Spencer, NY 14883 Phone: (607) 339-0104 Email: Mgugino@tweny.rr.com About PGH Grocers, LLC PGH Grocers, LLC, a company based in Bainbridge, N.Y., filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 19-60425) on March 29, 2019, listing under $1 million in both assets and liabilities. Mark Charles Gugino, Esq., at the Gugino Law Office represents the Debtor as counsel. PHI INC: June 5 Hearing on Disclosure Statement ----------------------------------------------- The hearing to consider the Disclosure Statement and the Disclosure Statement Motion of PHI, Inc., et al., is moved to June 5, 2019 at 9:00 a.m. (CDT), or at such other time as the Bankruptcy Court may determine. Any objections or responses to the Disclosure Statement and/or Disclosure Statement Motion must be filed and served so as to be received by 4:00 p.m. (CDT) on May 20, 2019. At a hearing on April 29, 2019, the Debtors and the Official Committee of Unsecured Creditors announced that the Committee's motion to adjourn the hearing on the approval of the Disclosure Statement was resolved by agreement of the parties, as described on the record. At the same hearing, the Debtors announced certain modifications to the Plan and the Disclosure Statement. Daniel B. Prieto, Esq., at DLA Piper LLP (US), in Dallas, Texas; Thomas R. Califano, Esq., at DLA Piper LLP (US), in New York; Daniel M. Simon, Esq., David E. Avraham, Esq., and Tara Nair, Esq., at DLA Piper LLP (US), in Chicago, Illinois. 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 Debtors 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. The Office of the U.S. Trustee on March 25 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of PHI, Inc. and its affiliates. The Committee is represented by Dennis F. Dunne, Esq., and Samuel A. Khalil, Esq., at Milbank LLP, in New York; Andrew M. Leblanc, Esq., at Milbank LLP, in Washington, DC; Ian T. Peck, Esq., Stephen M. Pezanosky, Esq., and David L. Staab, Esq., at Haynes and Boone, LLP, in Dallas, Texas. PHUNWARE INC: Incurs $3.49 Million Net Loss in First Quarter ------------------------------------------------------------ Phunware, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.49 million on $5.31 million of net revenues for the three months ended March 31, 2019, compared to a net loss of $7.16 million on $4.98 million of net revenues for the three months ended March 31, 2018. As of March 31, 2019, Phunware had $31.43 million in total assets, $20.62 million in total liabilities, and $10.80 million in total stockholders' equity. The Company utilized $4.1 million of cash from operating activities during the quarter ending March 31, 2019, primarily resulting from a net loss of $3.5 million, as adjusted $0.1 million for depreciation and amortization, allowance for doubtful receivables and stock-based compensation. In addition, certain changes in the Company's operating assets and liabilities resulted in significant cash increases (decreases) as follows: ($1.4) million from a decrease in accounts payable and accrued expenses, $0.9 million from an increase in accounts receivable, ($0.2) million from a decrease in deferred revenue. Investing activities for the quarter ended March 31, 2019 consisted of the sale of digital currencies received for warrant exercises. Investing activities for the quarter ended March 31, 2018 consisted of an issuance of a note receivable. Financing activities during the quarter ended March 31, 2019 consisted primarily of the proceeds from warrant exercises, and utilizations of the Company's financing factoring agreement, as well as redemptions and dividends of the Series A convertible preferred stock. The Company utilized $1.3 million of cash from financing activities, primarily as follows: ($6.2) million from redemptions and dividend payments of Series A convertible preferred stock, ($0.8) million of net proceeds from the Company's factoring financing agreement; offset by $5.7 million provided by warrant exercises. Phunware said, "The Company has a history of operating losses and negative operating cash flows. Although the Company continues to focus on growing its revenues, it expects these trends to continue into the foreseeable future. We will be required to raise additional capital through debt or equity financings or reduce operating expenses. Despite a history of successfully implementing similar plans to alleviate the adverse financial conditions, these sources of working capital are not currently assured. There can be no assurance that we will be able to consummate such financings on favorable terms or at all. These conditions raise substantial doubt about our ability to continue as a "going concern"." A full-text copy of the Form 10-Q is available for free at: https://is.gd/IMFUJn About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com/-- claims to be the pioneer of Multiscreen-as-a-Service (MaaS), a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware helps brands create category-defining mobile experiences, with more than one billion active devices touching its platform each month. Phunware incurred a net loss of $9.80 million in 2018, following a net loss of $25.93 million in 2017. As of Dec. 31, 2018, the Company had $36.88 million in total assets, $25.67 million in total liabilities, $5.37 million in redeemable convertible preferred stock, and $5.82 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 19, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.f PREMIER LEARNING: Seeks to Hire Paul Reece as Attorney ------------------------------------------------------ Premier Learning Academy, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Paul Reece Marr, P.C., as attorney to the Debtor. Premier Learning requires Paul Reece to: (a) provide the Debtor with legal advice regarding its powers and duties as debtor in possession in the continued operation and management of its affairs; (b) prepare on behalf of the Debtor the necessary applications, statements, schedules, lists, answers, orders and other legal papers pursuant to the Bankruptcy Code; and (c) perform all other legal services in the Chapter 11 bankruptcy proceeding for the Debtor which may be reasonably necessary. Paul Reece will be paid at these hourly rates: Attorneys $350 Paralegals $125 Clerical $50 Paul Reece will be paid a retainer in the amount of $10,000, and $1,717 filing fee. Paul Reece will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Reece Marr, partner of Paul Reece Marr, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Paul Reece can be reached at: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: (770) 984-2255 About Premier Learning Academy Premier Learning Academy, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 19-56702) on April 30, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. PRHOF-MANUFACTURING: Seeks to Hire Mercho Caughey as Legal Counsel ------------------------------------------------------------------ PRHOF-Manufacturing, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Mercho Caughey as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice concerning its power and duties under the Bankruptcy Code; prosecution of actions to protect its estate; representation in adversary proceedings; preparation of a bankruptcy plan; and legal assistance in connection with the sale of its assets. Ben Caughey, Esq., the firm's attorney who will be handling the case, will charge an hourly fee of $275. His firm was paid an initial retainer of $5,000. Mercho Caughey neither holds nor represents any interest materially adverse to the Debtor's estate, its creditors or any other "party-in- interest," according to court filings. The firm can be reached through: Ben T. Caughey, Esq. Mercho Caughey 828 East 64th Street Indianapolis, IN 46220 Telephone: (317) 722-0607 Facsimile: (877) 797-9648 Email: ben.caughey@merchocaughey.com About PRHOF-Manufacturing PRHOF-Manufacturing, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 19-02307) on April 5, 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 Robyn L. Moberly. The Debtor tapped Ben T. Caughey, Esq., at Mercho Caughey, as its legal counsel. PURADYN FILTER: Incurs $367K Net Loss in First Quarter ------------------------------------------------------ Puradyn Filter Technologies Incorporated filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss of $367,140 on $482,993 of net sales for the three months ended March 31, 2019, compared to a net loss of $36,743 on $885,740 of net sales for the three months ended March 31, 2018. As of March 31, 2019, Puradyn had $2.81 million in total assets, $12.19 million in total liabilities, and a total stockholders' deficit of $9.38 million. Key business highlights from the first quarter include: * Revenues in the quarter were negatively impacted by decisions from a few customers to delay orders of new systems beginning in early November 2018 and continuing through the first quarter, due to the market uncertainty driven by a precipitous drop and slow rebound in oil prices and equity shares overall during that period. * The delay of one single customer's order of new systems, which would have fulfilled the second half of their order that began in the fourth quarter of 2018, represents almost the entire difference in sales between this quarter and the same period in 2018. * Filter sales were lower compared to the first quarter of 2018 due to two customers who were replenishing filter inventories with large orders in early 2018 and rig count declines that began in the fourth quarter of 2018 and are not expected to rebound until later in the second quarter of this year. "The first quarter of 2019 was especially challenging due to the delaying of anticipated orders for new systems by customers impacted by market uncertainty, especially within the oil and gas segment," commented Ed Vittoria, CEO of Puradyn. "We believe that the recent rebound and increased stability of oil prices will result in the fulfillment of these orders and additional orders from prospective customers who are currently conducting trials." A full-text copy of the Form 10-Q is available for free at: https://is.gd/YXlGVe About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures, markets and distributes worldwide the Puradyn bypass oil filtration system for use with substantially all internal combustion engines and hydraulic equipment that use lubricating oil. Puradyn Filter reported a net loss of $216,382 for the year ended Dec. 31, 2018, compared to a net loss of $1.23 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Puradyn Filter had $1.87 million in total assets, $10.90 million in total liabilities, and a total stockholders' deficit of $9.03 million. Liggett & Webb, P.A., in Boynton Beach, Florida, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 25, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. QUALITY CONSTRUCTION: Hires Bonnette Auction as Appraiser --------------------------------------------------------- Quality Construction & Production, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Bonnette Auction Company, as appraiser to the Debtors. Quality Construction requires Bonnette Auction to appraise the Debtors' equipment. Bonnette Auction will be paid at the hourly rates of $75. Bonnette Auction will also be reimbursed for reasonable out-of-pocket expenses incurred. Barbara Bonnette, partner of Bonnette Auction Company, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bonnette Auction can be reached at: Barbara Bonnette BONNETTE AUCTION COMPANY 3804 McKeithen Drive Alexandria, LA 71303 Tel: (318) 443-6614 About Quality Construction 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 retained H. Kent Aguillard as counsel. QUEST PATENT: Incurs $540K Net Loss in First Quarter ---------------------------------------------------- Quest Patent Research Corporation filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss of $540,068 on $374,865 of revenues for the three months ended March 31, 2019, compared to a net loss of $453,917 on $857,318 of revenues for the three months ended March 31, 2018. As of March 31, 2019, Quest Patent had $3.30 million in total assets, $8.37 million in total liabilities, and a total stockholders' deficit of $5.07 million. At March 31, 2019, the Company had current assets of approximately $127,000, and current liabilities of approximately $6,544,000. The Company's current liabilities include approximately $275,000 payable to Intellectual Ventures, loans payable of approximately $4,334,000 (net of discount of approximately $339,000) and accrued interest of approximately $115,000 payable to Intelligent Partners, as transferee of United Wireless, and loans payable of $163,000 and accrued interest of approximately $286,000 due to former directors and minority stockholders. As of March 31, 2019, the Company has an accumulated deficit of approximately $19,200,000 and a negative working capital of approximately $6,417,000. Other than salary to the Company's chief executive officer, the Company does not contemplate any other material operating expense in the near future other than normal general and administrative expenses, including expenses relating to its status as a public company filing reports with the SEC. Quest Patent said, "We cannot assure you that we will be successful in generating future revenues, in obtaining additional debt or equity financing or that such additional debt or equity financing will be available on terms acceptable to us, if at all, or that we will be able to obtain any third party funding in connection with any of our intellectual property portfolios. We have no credit facilities. "We have an agreement with a funding source which is providing litigation financing in connection with our pending litigation relating to our mobile data portfolio. We cannot predict the success of any pending or future litigation. Our obligations to Intelligent Partners are not contingent upon the success of any litigation. If we fail to generate a sufficient recovery in these actions (net of any portion of any recovery payable to the funding source or our legal counsel) in a timely manner to enable us to pay Intelligent Partners on the present loans we would be in default under our agreements with Intelligent Partners which could result in Intelligent Partners obtaining ownership of the three subsidiaries which own the patent rights we acquired from Intellectual Ventures. Our agreements with the funding sources provide that the funding sources will participate in any recovery which is generated. We believe that our financial condition, our history of losses and negative cash flow from operations, and our low stock price make it difficult for us to raise funds in the debt or equity markets. "We have an accumulated deficit of approximately $19,200,000 and negative working capital of approximately $6,417,000 as of March 31, 2019. Because of our continuing losses, our working capital deficiency, the uncertainty of future revenue, our obligations to Intellectual Ventures and Intelligent Partners, as transferee of United Wireless, our low stock price and the absence of a trading market in our common stock, our ability to raise funds in equity market or from lenders is severely impaired, and we may not be able to continue as a going concern. Although we may seek to raise funds and to obtain third party funding for litigation to enforce our intellectual property rights, the availability of such funds is uncertain." A full-text copy of the Form 10-Q is available for free at: https://is.gd/pMMmGj About Quest Patent Quest Patent Research Corporation -- http://www.qprc.com/-- is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, controls or manages eleven intellectual property portfolios, which principally consist of patent rights. Quest Patent reported a net loss of $2.11 million for the year ended Dec. 31, 2018, compared to a net loss of $1.16 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Quest Patent had $2.21 million in total assets, $6.75 million in total liabilities, and a total stockholders' deficit of $4.53 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. QUINCY ST III: Hires Maltz Auctions as Real Estate Broker --------------------------------------------------------- Quincy St III Corp. seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Maltz Auctions, Inc., d/b/a Maltz Auctions, as real estate broker to the Debtor. Quincy St III requires Maltz Auctions to market and sell the Debtor's real property located at 299 Quincy Street, Brooklyn, New York 11216. Maltz Auctions will be paid a commission of 6% of the purchase price. Richard B. Maltz, CEO of Maltz Auctions, Inc., d/b/a Maltz Auctions, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Maltz Auctions can be reached at: Richard B. Maltz MALTZ AUCTIONS, INC. D/B/A MALTZ AUCTIONS 39 Windsor Place Central Islip, NY 11722 Tel: (516) 349-7022 Fax: (516) 349-0105 About Quincy St III Corp. Quincy St III Corp., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 18-22294) on Feb. 22, 2018, estimating under $1 million in both assets and liabilities. The Debtor hired Leo Fox, Esq., as counsel. RICHARD OSBORNE: Signature Buying Mentor Vacant Lot for $40K ------------------------------------------------------------ Richard M. Osborne asks the U.S. Bankruptcy Court for the Northern District of Ohio to authorize the sale of interest in the vacant lot located on Plaza Boulevard, Mentor, Ohio, PPN 16B031B000310, to Signature Health, Inc. for $40,000. The Debtor proposes to sell the Plaza Boulevard for the agreed purchase price, less payment of all outstanding real estate taxes and assessments due Lake County Ohio in the approximate amount of $1,506 but prorated to the date of closing, and costs of sale such as customary prorations, broker commissions and fees through the closing date. More specifically, in addition to real estate taxes and assessments, the Debtor will be responsible for the following closing costs in connection with the sale: (1) the cost of the transfer tax; (2) the cost of the title report and title search; (3) one-half of the escrow fees; (4) one-half of the cost of filing the deed for record; (5) a brokers commission in the amount of 4% of the Purchase Price; and (6) all other charges properly borne by the Seller consistent with the terms of the Agreement on the terms and conditions set forth in the Purchase Agreement by and between the Debtor and the Buyer, dated Feb. 28, 2019. The Buyer has no connection to the Debtor and seeks to purchase Plaza Boulevard in good faith. On Feb. 28, 2019, the Buyer purchased a nearby property from 7621 Mentor Avenue, LLC for $320,000, and wants Plaza Boulevard for signage. 7621 Mentor is wholly owned by the Debtor. The Debtor's son, Nathan Osborne, will receive a 4% broker commission from the sale proceeds. Prepetition, yhr title to Plaza Boulevard was in the name of the Richard M. Osborne Trust. On Dec. 17, 2017 the Debtor revoked the Trust which caused the Trust's property to revest in the Debtor on that date. Plaza Boulevard is therefore property of the bankruptcy estate. The Lake County Auditor's fair market appraisal for Plaza Boulevard is $42,070. The proposed Gross Sales Price is therefore fair and reasonable for Plaza Boulevard. On April 3, 2008, the Trust gave a mortgage to RBS Citizen's Charter One Bank on Plaza Boulevard. The Mortgage granted a first priority lien on Plaza Boulevard. RBS alleges that it is owed $8,076,374 in its filed proof of claim Claim No. 28. The only interest superior to the Mortgage in Plaza Boulevard are the liens for Real Estate Taxes. The Debtor disputes that RBS is owed the amount it claims, and RBS has substantial claims against other assets that are not a part of this estate to satisfy its claim. There are numerous holders of an interest in Plaza Boulevard as set forth on Exhibit B, but all such holders of any interest consent to the sale free of their interest. Many of the interests in Plaza Boulevard are in bona fide dispute. As the remaining interests are junior in priority to the Real Estate Taxes, the holder of any interest in Plaza Boulevard may be compelled in a legal or equitable proceeding to accept a money satisfaction of such interest. In order to provide adequate protection of any interest in Plaza Boulevard, the Real Estate Taxes will be paid to the Lake County Treasurer. The Net Proceeds will be held subject to the jurisdiction of this Court and all other interests in Plaza Boulevard will transferred to the Net Proceeds to be determined by a later order of this Court, in accordance with the respective rights and priorities of the holders any interest in Plaza Boulevard, as such right appears and is entitled to be enforced against Plaza Boulevard, the Estate or the Debtor under the Bankruptcy Code or applicable non-bankruptcy law. Therefore, Plaza Boulevard may be sold free of any interest of any other entity. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Richard_Osborne_429_Sales.pdf The Buyer: SIGNATURE HEALTH, INC. 38882 Mentor Ave. Willoughby, OH 44094 Attn: CEO About Richard Osborne On Dec. 17, 2017, Richard M. Osborne filed his voluntary petition for relief under chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 17-17361). The Debtor has continued in possession of his property and has continued to operate and manage his businesses as debtor-in-possession pursuant to Sec. 1107(a) and 1108 of the Bankruptcy Code. No request has been made for the appointment of a trustee or examiner, and the United States Trustee has indicated that no official creditor committee is being formed in the case. Frederic P. Schwieg, Esq., in Rocky River, Ohio, serves as counsel to the Debtor. RMBR LIQUIDATION: May 29 Voting Deadline ---------------------------------------- RMBR Liquidation, Inc., f/k/a Things Remembered, Inc., and its Debtor affiliates filed an amended Chapter 11 plan and accompanying amended disclosure statement disclosing that the voting deadline is May 29, 2019, at 11:59 p.m. Class 6 - General Unsecured Claims with projected claim $60,259,080. Holders of General Unsecured Claims will received no distribution from the Debtors or their Estates under the Plan. Class 4 - Revolver Claims with projected amount of claim $18,723,738.81 and recovery 76.4%. In full and final satisfaction of all Revolver Claims, the following shall be paid to the Prepetition Agent to be applied toward the Revolver Claims until the Revolver Claims are paid in full: (i) any Available Cash after the funding of the Priority Claims Reserve, the Professional Fee Escrow Account and the Wind Down Amount and the reserve or payment in full of all Allowed Secured Tax Claims and All Other Secured Claims, and (ii) any Reserve Residuals. Class 5 - Term Loan Holders of Term Loan Claims will receive no distribution from the Debtors or their Estates under the Plan. Claims with projected amount of claim $124,921,105.40. Class 7 - Intercompany Interests. Intercompany Interests shall be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and holders of Intercompany Interests will not receive any distribution on account of such Intercompany Interests. Class 8 - Interests in Holdco. Interests in Holdco will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and holders of Interests in Holdco will not receive any distribution on account of such Interests in Holdco. The Plan provides for the liquidation and distribution of the Debtors' assets. Accordingly, the Debtors believe that all Plan obligations will be satisfied without the need for further reorganization of the Debtors. A full-text copy of the Disclosure Statement dated May 6, 2019, is available at https://tinyurl.com/y5833xsq from PacerMonitor.com at no charge. The Amended Plan was filed by Adam G. Landis, Esq., Matthew B. McGuire, Esq., and Kimberly A. Brown, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware; Christopher T. Greco, P.C., Esq., and Derek I. Hunter, Esq., at Kirkland & Ellis LLP, in New York; and Spencer A. Winters, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, on behalf of the Debtors. About Things Remembered Things Remembered, Inc., along with affiliates, are multi-channel personalized apparel and accessory retailers. Their retail approach focuses on customized gifts for milestone occasions such as weddings, birthdays, holidays, and graduations. The Company offers their merchandise through their catalog, e-commerce website, and approximately 400 stores in shopping malls throughout the United States and Canada. They are headquartered in Highland Heights, Ohio. Things Remembered, along with two affiliates filed for Chapter 11 bankruptcy (Bankr. D.Del. Case No. 19-10234) on Feb. 6, 2019. In the petitions signed by CRO Robert J. Duffy, the Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Kevin Gross oversees the Debtors' cases. Landis Rath & Cobb LLP serves as the Debtors' local bankruptcy counsel and Kirkland & Ellis LLP serves as general bankruptcy counsel. Berkeley Research Group, LLC serves as restructuring advisor to the Debtors; Stifel, Nicolaus & Co., Inc. and Miller Buckfire & Co., Inc. as financial advisor and investment banker; and Prime Clerk, LLC as notice and claims agent. Davies Ward Phillips & Vineberg LLP serves as acting Canadian counsel. The Debtors had a stalking horse bid from Enesco LLC, an international giftware business that is a portfolio company of Balmoral Funds LLC. The stalking horse bid is for $17.5 million in cash, subject to post-closing adjustments, and includes a $3 million earnest money deposit. Following the sale of the Debtors' assets, the Debtors changed its name to Things Remembered, Inc. to RMBR Liquidation, Inc.; TRM Holdco Corp. to RMBR Liquidation Holdco Corp.; and TRM Holdings Corporation to RMBR Liquidation Holdings Corporation. RUSSIAN SAMOVAR: Taps IMSpiegel as Financial Advisor ---------------------------------------------------- Russian Samovar, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire IMSpiegel, LLC as its accountant and financial advisor. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) monitor the Debtor's activities; (b) assist in the preparation of or review the Debtor's monthly operating reports, budgets and projections; (c) analyze and report on potential preferential payments; (d) review claims filed against the Debtor; (e) interact with the committee of unsecured creditors and its bankruptcy professionals; and (f) assist in the preparation of a plan of reorganization and disclosure statement. IMSpiegel will charge an hourly fee of $245 for its services. Ira Spiegel, a certified public accountant and member of IMSpiegel, that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ira Spiegel IMSpiegel, LLC 1419 E. 101st Street Brooklyn, NY 11236 Phone: 917-207-3600 Email: Spiegel.ira@gmail.com About Russian Samovar Founded in 1980, Republic Metals Refining Corporation and its affiliates are refiner of precious metals with a primary focus on gold and silver. They have the capacity to produce approximately 80 million ounces of silver and 350 tons of gold, along with over 55 million pieces of minted products per annum. Suppliers ship unrefined gold and silver to Republic for refining from all over The United States and the Western Hemisphere. They provide their products and services to a diverse base of global mining corporations, financial institutions and jewelry manufacturers. Republic Metals Refining, Republic Metals Corporation and Republic Carbon Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on Nov. 2, 2018. In the petition signed by CRO Scott Avila, Republic Metals Refining estimated assets of $1 million to $10 million and liabilities of $100 million to $500 million. The Debtors tapped Akerman LLP as their legal counsel; Paladin Management Group, LLC as financial advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. On Nov. 19, 2018, the Office of the United States Trustee for Region 2 appointed the Official Committee of Unsecured Creditors. The Committee retained Cooley LLP, as counsel; and CBIZ Accounting, Tax & Advisory of New York, LLC, and CBIZ, Inc., as financial advisor. SAM MCFADIN: Export Buying Hope Floats Yacht for $175K ------------------------------------------------------ Sam McFadin asks the U.S. Bankruptcy Court for the Eastern District of Arkansas to authorize the private sale of the 2011 22' 390 Coupe Cruiser boat (Hull CRSMA04C011) with a 2011 420 HP Volvo model 8.1 motor (presently scheduled as a 42' Yahct), along with a pending insurance claim for repairs), known as "Hope Floats," to Export Marine for $175,000. The Debtor intends to liquidate a portion of assets, as part of these chapter 11 proceedings, which efforts are expected to result in returns to creditors at a higher rate than dismissal or conversion. Moreover, due to the need for speed in liquidating certain assets which are currently burdensome to the estate, a sale under 11 U.S.C. Section 363 is preferred over a sale pursuant to a chapter 11 plan. The Boat is registered with the United States Coast Guard and perfection of a security interest in the boat is exclusively governed by 46 USC Sections 31321 and 31322, Ark. Code. Ann. Section 4-9-310(b)(3), and Section 4-9-311(a)(1), which requires filing of an instrument with the United States Coast Guard. The parties have entered into their proposed Purchase Agreement. The proceeds from the sale of the Boat are to be paid directly to the secured lender, Bank OZK in payment on proof of claim no 13, which reflects an outstanding balance of $179,395, and includes evidence of a perfected security interest by filing of a First Preferred Ship Mortgage with the United States Coast Guard on Jan. 21, 2015 at 3:10 p.m., with any remaining deficiency to be treated as an unsecured claim in favor of Bank OZK. The Boat is to be sold on a strictly "as is, where is" basis with no warranties being extended except as to title, and free and clear of all liens, claims, encumbrances, obligations, liabilities, contractual commitments or interests of any kind or nature whatsoever. The sale of the Boat is in the best interest of the Debtor and his creditors. The sale will be final, with authority of the Debtor to execute all documents necessary to convey the Boat to the Buyer and for the Buyer to transmit payment directly to the secured creditor Bank OZK without further orders of the Court. The Debtor will, however, file a Report of Sale within 15 days of closing. Objections, if any, must be filed within 21 days from the date of Notice service. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Sam_McFadin_107_Sales.pdf The Purchaser: EXPORT MARINE 12903 I-30 Little Rock, AR 72209 About Sam McFadin Sam McFadin sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 18-14980) on Sept. 14, 2018. The Debtor tapped Kevin P. Keech, Esq., at Keech Law Firm, PA as its legal counsel. SAMURAI MARTIAL: Hires Hoff Law Offices as Counsel -------------------------------------------------- Samurai Martial Sports, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hoff Law Offices, P.C., as counsel to the Debtor. Samurai Martial requires Hoff Law Offices to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings Hoff Law Offices will be paid at these hourly rates: Attorneys $300 Legal Assistants $75 Hoff Law Offices will also be reimbursed for reasonable out-of-pocket expenses incurred. Jessica L. Hoff, partner of Hoff Law Offices, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hoff Law Offices can be reached at: Jessica L. Hoff, Esq. HOFF LAW OFFICES, P.C. 1322 Space Park Drive Suite B-128 Houston, TX 77058 Tel: (303) 803-4438 Fax: (303) 648-4478 E-mail: jhoff@hofflawoffices.com About Samurai Martial Sports Samurai Martial Sports, Inc., owns a martial arts school in Houston, Texas. Since 2001, Houston Samurai Karate Dojo -- http://www.HoustonSamurai.com/-- has taught children and adults the confidence, leadership and fitness skills that can only be achieved through martial arts. The Facility consists of a 12,000 square foot main training area with zebra mats for maximum safety, climate-controlled training room & waiting area, open seating for parents and spectators, and men's & women's locker rooms with showers. Samurai Martial Sports, Inc., based in Houston, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-32169) on April 17, 2019. In the petition signed by Ihab Selim Ahmed, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Eduardo V. Rodriguez oversees the case. Jessica L. Hoff, Esq., at Hoff Law Offices, P.C., serves as bankruptcy counsel. SAVE MONEY: Seks to Hire David W. Steen as Legal Counsel -------------------------------------------------------- Save Money and Retain Temperature, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire David W. Steen, P.A. as its legal counsel. The firm will advise the Debtor of its power and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The hourly rates charged by the firm are: David Steen, Esq. $450 Associate/Contract Attorney $300 Paralegals $160 Legal Assistants $140 The firm was paid a retainer in the sum of $15,000. David Steen, Esq., the firm's attorney who will be handling the case, disclosed in court filings that no attorney in his firm represents any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: David W. Steen, Esq. David W. Steen, P.A. Post Office Box 270394 Tampa, FL 33688-0394 Tel: (813) 251-3000 Email: dwsteen@dsteenpa.com About Save Money and Retain Temperature Save Money and Retain Temperature, LLC, is an insulation contractor in Tampa, Fla., which specializes in roofing, siding and sheet metal work. Save Money and Retain Temperature sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04090) on April 30, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. SEARS HOLDING: Exteriors by Design Objects to Disclosure Statement ------------------------------------------------------------------ Exteriors By Design, Inc., dba California Commercial Roofing Systems, objects to the disclosure statement explaining Sears Holdings Corporation's Chapter 11 Plan stating that "Our contract payments would not be made until January 25, 2025 for work requested by Eddie Garcia, DFM for Sears Holdings Management Corporation, the now Transform Holdco, LLC." Exteriors complains that after payment terms of 60 days had passed, it inquired of Sears Holdings Management to Pay Help, who indicated that the payment for invoice #4483, #4484, #4485 would be paid 6 years from now on January 1, 2025. Exteriors seeks that its objection be heard and that these invoices #4483, #4484, #4485 be paid immediately. Attorney for Exteriors By Design, Inc.: Ray C. Schrock, P.C. Jacqueline Marcus Garrett A. Fail Sunny Singh Weil, Gotshal & Manges, LLP 767 Fifth Ave New York, NY 10153 About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel and M-III Partners is serving as restructuring advisor. Aebersold, Managing Director, and Levi Quaintance, Vice President of Lazard Freres & Co. LLC serve as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on an official committee of unsecured creditors. Akin Gump Strauss Hauer & Feld LLP is counsel to the creditors' committee. FTI Consulting is financial advisor to the creditors' committee. Houlihan Lokey Capital, Inc., is providing investment banking services to the committee. SINGLE SERVE BEVERAGE: Hires Krekeler Strother as Counsel --------------------------------------------------------- Single Serve Beverage Packaging, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Krekeler Strother, S.C., as counsel to the Debtor. Single Serve Beverage requires Krekeler Strother to: a. consult with the Debtor's professionals or representatives concerning the administration of the bankruptcy case; b. prepare and review pleadings, motions and correspondence regarding the bankruptcy case; c. appear at and being involved in proceedings before the bankruptcy court; d. provide legal counsel to the Debtor in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business, and any other matters relevant to the bankruptcy case; e. analyze the Debtor's proposed use of cash collateral and debtor-in-possession financing; f. advise the Debtor of its rights, powers and duties of the Debtor and debtor-in-possession; g. advise the Debtor concerning, and assist in the negotiation and documentation, as applicable, of financing agreements, debt restructurings, cash collateral arrangements, debtor- in-possession financing, and related transactions; h. review the nature and validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; i. advise and assist the Debtor concerning the actions that it might take to collect and recover property for the benefit of the Debtor's estate; j. prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules and other documents, and review all financial and other reports to be filed in the bankruptcy case; k. advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices, and other papers that may be filed and served in the bankruptcy case; and l. perform all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of the bankruptcy case and the reorganization of the Debtor's business, including to advise and assist the Debtor with respect to debt restructurings, stock or asset dispositions, claim analysis and disputes, and legal issues involving general corporate, bankruptcy, labor, employee benefits, tax, finance, real estate and litigation matters. Krekeler Strother will be paid at these hourly rates: Shareholders $384 Associates $250 Paralegals $115 The Debtor paid Krekeler Strother the amount of $8,616 as initial retainer. The Debtor then paid the firm the amount of $6,393, including the $1,717 filing fee. The firm is holding $2,222.19 in its trust account. Krekeler Strother will also be reimbursed for reasonable out-of-pocket expenses incurred. Eliza M. Reyes, partner of Krekeler Strother, S.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Krekeler Strother can be reached at: Eliza M. Reyes, Esq. KREKELER STROTHER, S.C. 2901 West Beltline Highway, Suite 301 Madison, WI 53713 Tel: (608) 258-8555 Fax: (608) 258-8299 E-mail: ereyes@ks-lawfirm.com About Single Serve Beverage Packaging Serve Beverage Packaging is a manufacturer of beverage packaging materials. It provides services to mid-size companies to package coffee, tea, and other hot drinks for single-cup brewing systems, and to package instant oatmeal, cereal and rice. Single Serve Beverage Packaging, Inc., based in Janesville, WI, filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 19-11287) on April 22, 2019. In the petition signed by Carl L. Peterson, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Catherine J. Furay oversees the case. Eliza M. Reyes, Esq., at Krekeler Strother, S.C., serves as bankruptcy counsel. SKY-SCAN INC: Seeks Continued Cash Collateral Use Through July 5 ---------------------------------------------------------------- Sky-Skan Incorporated asks the U.S. Bankruptcy Court for the District of New Hampshire for authority for the continued use of cash collateral during the period between the weeks ending April 5, 2019 through the week ending July 5, 2019 or until the date on which the Court enters an order revoking Sky-Skan's right to use Cash Collateral. The Debtor proposes to use $854,242 of its $935,602 in revenue during the Use Period to pay costs and expenses incurred in the ordinary course of business. As shown on the budget, the use of the cash collateral is necessary to: (i) make payroll to Debtor's employees essential to its continued operations; (ii) pay insurance premiums as necessary to ensure continuation of the necessary insurance coverage, (iii) pay vendors, suppliers and utilities for ongoing supplies and services; (iv) pay other ordinary and necessary expenses to prevent an immediate cessation of the business; and (v) pay the Debtor's professionals and the fees of the United States Trustee. The Debtor proposes to give the Internal Revenue Service and Coastal Capital, LLC valid, binding, enforceable and automatically perfected liens on all of the Debtor's after acquired cash collateral arising post-petition to the same extent and in the same priority as such lien existed prior to the Petition Date. The Debtor has communicated with the IRS and the IRS previously requested the Debtor to insert the following term: (a) The IRS is granted a continuing post-petition security interest in all assets the Debtor owned on the Petition Date or acquired after the filing of the Chapter 11 case, except for so-called Chapter 5 claims, to the same extent and priority as the liens held at the commencement of the case. (b) The IRS, by and through its agents or representatives, will have access to and the right to inspect the Debtor's assets and properties during normal business hours. (c) The Debtor will permit the IRS to inspect, review and copy any financial records of the Debtor. These records will be made available at the Debtor's place of business. (d) Since February 2018 the Debtor has been paying into escrow at the Tamposi Law Group the monthly sum of $14,053.84. Payments have been made and will continue to be made on the 15th day of each month until confirmation of the Debtor's Chapter 11 Plan. (e) The Debtor will timely file all post-petition tax returns on the due date with the appropriate IRS office. (f) The Debtor will timely pay each federal tax deposit as it accrues (when payroll is made) by electronic transfer or through a federal depository payable to the Debtor's depository institution. (g) The Debtor will maintain all insurance policies including workers compensation, general liability, fire, and casualty. About Sky-Skan Inc Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital full-dome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the petition signed by Steven T. Savage, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel to the Debtor, and SquareTail Advisors, LLC, is the financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 1, 2017. The committee retained William S. Gannon PLLC as its bankruptcy counsel. SKYFUEL INC: Seeks to Hire Wadsworth Garber as Legal Counsel ------------------------------------------------------------ Skyfuel, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Colorado to hire Wadsworth Garber Warner Conrardy, P.C. as its legal counsel. The firm will provide legal services in connection with the Debtor's Chapter 11 case, which include the preparation of reports and legal papers necessary to administer its bankruptcy estate, and representing the Debtor in any litigation. Wadsworth's hourly rates are: David V. Wadsworth $425 Aaron A. Garber $375 David J. Warner $325 Aaron J. Conrardy $300 Lacey S. Bryan $225 Paralegals $115 The Debtor has agreed to pay the firm a retainer in the amount of $15,000. Lacey Bryan, Esq., an associate attorney at Wadsworth, attests that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David V. Wadsworth, Esq. Lacey S. Bryan, Esq. Wadsworth Garber Warner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Phone: (303) 296-1999 Fax: (303) 296-7600 Email: dwadsworth@wgwc-law.com lbryan@wgwc-law.com About Skyfuel, Inc. Founded in 2007, Skyfuel, Inc. -- http://www.skyfuel.com-- designs, manufactures and deploys complete solar field solutions featuring the SkyTrough and SkyTroughDSP parabolic trough concentrating solar collectors. SkyFuel is the solar thermal technology arm of the Sunshine Kaidi New Energy Group Co., Ltd. (Kaidi), a multi-billion dollar energy company based in Wuhan, China. An involuntary Chapter 11 petition for relief against SkyFuel, Inc. (Bankr. D. Colo. Case No. 19-12400) was filed on March 29, 2019. The court entered an order for relief on April 23, 2019. SOUTHEASTERN METAL: May 17 Meeting Set to Form Creditors' Panel --------------------------------------------------------------- Andy Vara, United States Trustee, for Region 3, will hold an organizational meeting today, May 17, 2019, at 10:00 a.m. in the bankruptcy case of Southeastern Metal Products, LLC. The meeting will be held at: Office of the US Trustee 844 King Street, Room 3209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Southeastern Metal Southeastern Metal Products LLC is a contract manufacturing company that specializes in fabrication and stampings for various industries including telecommunications, transportation, appliance and health and safety industries. Southeastern Metal Products LLC and its affiliate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-10989) on May 6, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The petition was signed by David Denton, president. Gellert Scali Busenkell & Brown LLC and Rayburn Cooper & Durham, P.A serves as the Debtors' counsel; Finley Group as financial advisor; and Omni Management Group as claims and noticing agent. SOUTHFRESH AQUACULTURE: Taps Mayo Mallette as Special Counsel ------------------------------------------------------------- SouthFresh Aquaculture LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Mayo Mallette PLLC as its special counsel. The firm will represent the Debtor in a case filed by Double Wheel Ranch, LLC and its principals (Case No. CV-2017-900047.00). The case is pending in the Circuit Court of Greene County, Alabama. Mayo Mallette's standard hourly rates are: Partner $250 - $350 Counsel $230 Associates $175 - $200 Paralegals/Legal Assistants $100 Pope Mallette, Esq., and John Mayo, Esq., the principal attorneys designated to represent the Debtor, will charge $250 per hour and $230 per hour, respectively. Mr. Mayo attests that his firm is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. The firm can be reached at: John D. Mayo, Esq. Mayo Mallette PLLC Post Office Box 1456 5 University Office Park 2094 Old Taylor Road Suite 200 Oxford, MS 38655 Phone: 662-236-0055 Fax: 662-236-0035 Email: jmayo@mayomallette.com About SouthFresh Aquaculture A subsidiary of Alabama Farmers Cooperative, SouthFresh Aquaculture LLC -- http://www.southfresh.com/-- is a catfish-centered business committed to sustainable aquaculture practices. Founded in 1987, the company's primary business is domestic catfish processing. It processes millions of pounds of catfish per year for food service and retail industries. SouthFresh Aquaculture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-70152) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Jennifer H. Henderson. The Debtor tapped Maynard, Cooper & Gale, P.C. as its legal counsel. SPIRE INC: Moody's Rates Series A Preferred Stock 'Ba1' ------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Spire Inc.'s (Baa2 stable) Series A Cumulative Redeemable Perpetual Preferred Stock (the Preferred Stock). The outlook for Spire is stable. RATINGS RATIONALE The Ba1 rating assigned to Spire's Preferred Stock reflects the security's relative position in the company's capital structure compared to its senior unsecured debt. The Preferred Stock is subordinated, and junior in right of payment, to roughly $2.8 billion of consolidated debt, $815 million of which is long-term unsecured debt at the Spire parent company level. The two notch rating differential between the Preferred Stock and the Baa2 senior unsecured rating is consistent with its methodology guidance for notching corporate instrument ratings based on differences in security and priority of claim. Spire intends to use the net proceeds from the Preferred Stock issuance to refinance holding company debt and to fund capital expenditures at both its utility and gas-related businesses. The Preferred Stock contains equity-like features including no stated maturity and the option to skip coupon payments. Since investment-grade issuers have rarely missed coupon payments on these types of securities, Moody's considers the cash flow stream associated with them to be similar in nature to the cash outflows associated with servicing debt. As a result, these securities receive only partial equity treatment in Moody's calculation of debt coverage and financial leverage ratios. The Preferred Stock will receive basket "C" treatment (i.e. 50% equity and 50% debt) for the purpose of adjusting financial statements. Please refer to Moody's cross-sector rating methodology "Hybrid Equity Credit" (September 2018) for further details. Spire's holding company becomes incrementally more levered following this transaction, resulting in little financial flexibility within its Baa2 rating going forward. For example, as of 31 March 2019, Spire had parent company debt of $815 million long-term and around $167 million of commercial paper (net of around $345 million loaned to Spire's utility subsidiaries), equating to roughly 35% of consolidated debt -- an improvement from the 37% ratio in 2018. However, the Preferred Stock increases this ratio to 38% when counting half of the $250 million as debt, and 41% when considering the full $250 million as parent-level obligations. Moreover, the roughly $15 million of annual preferred coupon payments increase the amount of interest-like payments that must be serviced from subsidiary dividends. Spire's Baa2 senior unsecured debt rating reflects its portfolio of low-risk natural gas distribution utility holdings, supportive cost recovery frameworks in Missouri and Alabama and predictable cash flow production. The rating also considers significant leverage at the holding company level (i.e., around 40% of consolidated debt is issued by the parent and is subordinated to utility operating company obligations), cash flow to debt metrics between 13-14% over the next several years and unregulated operations that are small compared to Spire's utilities, but are also more volatile and have higher business risk. The principal methodology used in this rating was Regulated Electric and Gas Utilities published in June 2017. Other factors used in this rating are described in Notching Corporate Instrument Ratings Based on Differences in Security and Priority of Claim in October 2017. SPRINT INDUSTRIAL: Moody's Lowers CFR to Ca & Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service downgraded Sprint Industrial Holdings, LLC second lien term loan rating to C from Caa3, and the corporate family rating to Ca from Caa2 and the Probability of Default Rating to Ca-PD/LD from Caa2-PD. The outlook is changed to negative from stable. Moody's appended Sprint's PDR with an "/LD", signifying a limited default. RATINGS RATIONALE Sprint's lenders agreed to extend the maturity on its first lien senior secured term loan (unrated by Moody's) to August 15, 2019 from May 14, 2019. The maturity on the second lien due November 2019 did not change. The /LD designation reflects Moody's views the extension of the first lien term loan constitutes a distressed exchange, which is a default under Moody's definition. Moody's definition of default is intended to capture events whereby issuers fail to meet debt service obligations outlined in their original debt agreements. Moody's will remove the /LD designation from the PDR shortly. The rating downgrades reflect the probability of a corporate restructuring due to the company's poor liquidity and an unsustainable capital structure arising from insufficient cash generation from operations, absent a sale of the company. The second lien term loan rating at C reflect Moody's view of the expected loss under a restructuring. The recovery is based on a multiple in the low 3x range of trailing EBITDA and a modest discount to net book value of the assets, compared to the total claims. Moody's took the following rating actions on Sprint: Downgrades: Issuer: Sprint Industrial Holdings, LLC Corporate Family Rating, Downgraded to Ca from Caa2 Probability of Default Rating, Downgraded to Ca-PD/LD from Caa2-PD Senior Secured Second Lien Term Loan due 2019, Downgraded to C (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: Sprint Industrial Holdings, LLC Outlook, Changed to Negative from Stable The negative outlook reflects the potential possibility of a corporate restructuring of Sprint's entire capital structure. Given expectations for continued weak liquidity and the need to resolve its capital structure in the near term, a ratings upgrade is highly unlikely. Ratings will be lowered again if the company cannot successfully resolve its capital structure or enters into a corporate restructuring. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. Sprint Industrial Holdings, LLC, headquartered in Texas, is a rental provider of liquid and solid storage tanks primarily for the refinery, energy and industrial end markets along the US Gulf Coast. The company also offers technical safety equipment products and services and equipment transportation services. Sprint is owned by First Atlantic Capital, GS Direct, CSW Partners. Revenues for the last twelve months ended March 31, 2019 were approximately $105 million. SWEET BRIAR COLLEGE, VA: S&P Ups Bond Rating to BB-; Outlook Pos. ----------------------------------------------------------------- S&P Global Ratings raised its long-term rating on Amherst Industrial Development Authority, Va.'s series 2006 educational facilities revenue refunding bonds, issued for Sweet Briar College (Sweet Briar; SBC), to 'BB-' from 'B+'. The outlook is positive. "The upgrade reflects our view of the college's successful implementation of various measures intended to stabilize the college's operations," said S&P Global Ratings credit analyst Charlene Butterfield. In fiscal 2018, the management team has reset tuition to aid student affordability and solidly reduced operating expenses and the full-accrual deficit compared with the previous year. In addition to the aforementioned items, Sweet Briars new board and senior leadership team, including a new president who officially took office in May 2017, have overhauled the college's curriculum and introduced several new programs, focused on increasing enrollment and implemented a multi-year financial plan. "The positive outlook reflects our opinion that enrollment will continue to increase through fall 2019 and beyond, such that the college makes progress toward to pre-closure levels--fiscal 2015--of between 700-800 students, while improving full-accrual operations from current levels," added Ms. Butterfield. "We would view favorably the college's ability to reduce its substantial reliance on fundraising for current use to balance operations." TATE'S AUTO CENTER: Seeks Authority to Use Cash Collateral ---------------------------------------------------------- Tate's Auto Center of Gallup, Inc., and its affiliates seek authorization from the U.S. Bankruptcy Court for the District of Arizona to use cash collateral. The cash collateral will be used to pay post-petition normal day-to-day expenses of the Debtors' operations, such as payroll, employee benefits, supplies, utilities, taxes, rent, parts inventory, insurance, and repairs and maintenance, as set forth in the Budget. Ford Motor Credit Corporation and/or Nissan Motor Acceptance are the only creditors who assert such a lien. As adequate protection, the Debtors propose to pay Ford and Nissan 100% of the amount owed to them on a new vehicle subject to their specific lien sold during the cash collateral period and to pay to them 70% of the amount owed on the floored amount on used vehicles subject to their specific lien sold during the cash collateral period. Further, as to the parts inventory subject to their liens, the Debtors propose to use the parts inventory and purchase replacement parts as they are used in service and repair of vehicles so as to maintain a consistent level of parts inventory. Based upon the Budges, the Debtors propose to continue to operate the business in the ordinary course and on as much of a cash basis as possible going forward. They will also continue to cut expenses and operate the dealership in an efficient and profitable manner as possible under the circumstances. The Debtors will deposit all revenues into debtor in possession accounts set up for each debtor and continue to maintain its books and records and provide weekly reports to Ford and Nissan. About Tate's Auto Group Founded in 1977, Tate's Auto Group -- https://www.shoptates.com/ -- is a new and used car dealer with dealership locations in Show Low, Holbrook, Winslow, AZ, and now Gallup, NM. Tate's Automotive, Inc. and four of its affiliates have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-02523) on March 8, 2019. The petitions were signed by Richard K. Berry, secretary/treasurer. The Debtors' cases are being jointly administered pursuant to the Court's Order dated March 14, 2019 Anthony W. Austin, Esq. at Fennemore Craig, P.C., serves as Debtors' lead counsel and Bryan A. Albue, Esq. at Sherman & Howard L.L.C. as its co-counsel. The affiliates that have filed voluntary petitions are: Debtor Case No. ------ -------- Tate's Automotive, Inc. 19-02523 Tate's Auto Center of Gallup, Inc. 19-02493 Tate's Auto Center of Winslow, Inc. 19-02524 Tate Ford-Lincoln-Mercury, Inc. 19-02527 At the time of filing, Tate's Automotive's estimated under $50 million in assets and liabilities; and Tate's Auto Center of Gallup's estimated under $10 million in assets and liabilities. TATE'S AUTOMOTIVE: NMAC Does Not Consent Cash Collateral Use ------------------------------------------------------------ Nissan Motor Acceptance Corporation ("NMAC") gives notice to the U.S. Bankruptcy Court for the District of Arizona that it does not consent to Tate's Automotive, Inc.'s use of its cash collateral. NMAC asserts an interest in and to cash collateral, which includes, but is not limited to, proceeds derived from the sale of vehicle inventory, parts, accessories, accounts, accounts receivable, and all other personal property collateral described in the agreements between the parties. NMAC does not consent to the use of its cash collateral for any purpose and demands that all cash collateral be turned over to NMAC or sequestered subject to further order of the Court or a written agreement between the parties. Counsel for NMAC: Andrew A. Harnisch, Esq. Grant L. Cartwright, Esq. May, Potenza, Baran & Gillespie, P.C. 201 N. Central Avenue, Suite 2200 Phoenix, AZ 85004-0022 Telephone: (602)252-1900 Facsimile: (602)252-1114 Email: jcallahan@maypotenza.com aharnisch@maypotenza.com About Tate's Auto Group Founded in 1977, Tate's Auto Group -- https://www.shoptates.com/ -- is a new and used car dealer with dealership locations in Show Low, Holbrook, Winslow, AZ, and now Gallup, NM. Tate's Automotive, Inc. and four of its affiliates have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-02523) on March 8, 2019. The petitions were signed by Richard K. Berry, secretary/treasurer. Anthony W. Austin, Esq. at Fennemore Craig, P.C., serves as Debtors' lead counsel and Bryan A. Albue, Esq. at Sherman & Howard L.L.C. as its co-counsel. The affiliates that have filed voluntary petitions are: Debtor Case No. ------ -------- Tate's Automotive, Inc. 19-02523 Tate's Auto Center of Gallup, Inc. 19-02493 Tate's Auto Center of Winslow, Inc. 19-02524 Tate Ford-Lincoln-Mercury, Inc. 19-02527 At the time of filing, Tate's Automotive's estimated under $50 million in assets and liabilities; and Tate's Auto Center of Gallup's estimated under $10 million in assets and liabilities. TELEXFREE LLC: Trustee Proposes Auction of Deerfield Beach Property ------------------------------------------------------------------- Stephen B. Darr, the Chapter 11 Trustee of TelexFree, LLC, and its debtor-affiliates, asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize the public auction sale of all of the Estates' right, title and interest in the real property located at Units 102, 103, 201, 202, 301, 302, 304, and 402 of the Beverly Condominiums located at 900 NW 45th Street, Deerfield Beach, Florida. A hearing on the Motion is set for May 21, 2019 at 10:30 a.m. The objection deadline is May 10, 2019 at 4:30 p.m. The salient terms of the Bidding Procedures are: a. Bidder Registration will begin one hour prior to the Auction date and time. b. Initial Bid: The bid price for the Property will be determined by competitive bidding at the live open out-cry Auction. The Property will be sold to the Highest Bidder subject to the final approval by the Trustee. c. Deposit: $25,000 d. Auction: The live open out-cry Auction will be held on (TBD) at (TBD) and will commence at approximately 11:00 a.m. (EDT). Online bidding will be provided to pre-qualified bidders. Bidders may contact Fisher Auction Co. for details and pre-qualifying instructions. e. Closing: The Closing will be on 15 calendar days from the Trustee approving the sale; provided however that the Trustee will have the right to extend the Closing by up to an additional 30 calendar days by giving written notice to the Buyer. The sale of the Property is an "all cash" transaction and will not be subject to any financing, title review, other contingencies, or post Auction due diligence. The Property is sold in its "as is, where is" condition and with all faults and defects, with no representations or warranties, express or implied. The sale of the Real Property will be free of all liens, claims, encumbrances and interests with such liens, claims, encumbrances and interests attaching to the proceeds of the sale. A Buyer's Broker will be compensated from their respective Buyer. The Seller will not be responsible for any buyer broker commissions. A copy of the General Terms& Conditions of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/TelexFree_LLC_1343_Sales.pdf About TelexFree, LLC TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE had over 700,000 associates or promoters worldwide. TelexFREE though was facing accusations of operating a $1 billion-plus pyramid scheme. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. TelexFREE estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Alvarez & Marsal North America, LLC, is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC serves as claims and noticing agent. In May 2014, the Nevada bankruptcy court approved the motion by the U.S. Securities & Exchange Commission to transfer the venue of the Debtors' cases to the U.S. Bankruptcy Court for the District of Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and 14-40989). On June 6, 2014, Stephen Darr was appointed as Chapter 11 trustee. THAI LEMAR: June 5 Plan Confirmation Hearing -------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Thai Lemar Inc. is conditionally approved. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of such objections as may be made to either will be held on June 5, 2019 at 2:00 PM at the U.S. Bankruptcy Court, U.S. Post Office and Courthouse Building, 300 Recinto Sur, Courtroom No. 1, Second Floor, San Juan, Puerto Rico. Acceptances or rejections of the Plan may be filed on/or before ten (10) days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan shall be filed on/or before ten (10) days prior to the date of the hearing on confirmation of the Plan. About Thai Lemar Inc. Thai Lemar, Inc., sought Chapter 11 protection (Bankr. D.P.R. Case No. 18-07263) on Dec. 13, 2018, estimating less than $1 million in both assets and liabilities. Jose M. Prieto Carballo, Esq., at JPC Law Office, serves as counsel to the Debtor. TODD'S CAR WASH: June 18 Plan Confirmation Hearing -------------------------------------------------- The disclosure statement explaining Todd's Car Wash, LLC's Chapter 11 Plan is conditionally approved. June 18, 2019, at 10:00 am is fixed for the hearing on final approval of the disclosure and for the hearing on confirmation of the plan. June 11, 2019 is fixed as the last day for filing written acceptances or rejections of the plan. June 11, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. About Todd's Car Wash Todd's Car Wash, LLC is a privately-held company in Lafayette, Louisiana, engaged in car washing and polishing. It is the fee simple owner of a real property located at 5505 Johnston Street, Lafayette, Louisiana, valued by the company at $1.3 million. Todd's Car Wash sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-50764) on June 21, 2018. In the petition signed by Todd Lemaire, member, the Debtor disclosed $1.64 million in assets and $1.44 million in liabilities. Judge Robert Summerhays presides over the case. TOWN STAR HOLDINGS: Hires McHale Caruso as Accountant ----------------------------------------------------- Town Star Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ McHale Caruso Scullion & Knox, LLC, as accountant to the Debtor. Town Star Holdings requires McHale Caruso to provide tax accounting services to the Debtor, assist with the preparation and filing of the Debtor's 2018 Partnership Tax Return, 2019 Tangible tax return (22 returns), and 2019 Final partnership tax return. McHale Caruso will be paid based upon its normal and usual hourly billing rates. On the petition date, January 25, 2019, the Debtor was indebted to McHale Caruso of $10,625.50. The firm indicated it would waive the prepetition balance. McHale Caruso will also be reimbursed for reasonable out-of-pocket expenses incurred. Todd A. Caruso, partner of McHale Caruso Scullion & Knox, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McHale Caruso can be reached at: Todd A. Caruso MCHALE CARUSO SCULLION & KNOX, LLC 12800 University Drive, Suite 175 Fort Myers, FL 33907 Tel: (239) 481-7400 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. VANGUARD HEALTH: Taps Borges & Wu as Legal Counsel -------------------------------------------------- Vanguard Health & Wellness, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Borges & Wu, LLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice concerning the Debtor's power and duties under the Bankruptcy, the management of its financial and legal affairs, and the formulation of a bankruptcy plan. The firm's hourly rates are: Xiaoming Wu $400 Ernesto Borges $400 Associate Attorneys $250 No member of Borges & Wu has any connection with the Debtor, creditors or any other "party in interest," according to court filings. Borges & Wu can be reached through: Xiaoming Wu, Esq. Borges & Wu, LLC 105 W. Madison 23rd Floor Chicago, IL 60602 Tel: 312-853-0200 Email: notice@billbusters.com About Vanguard Health & Wellness Founded in 2011, Vanguard Health & Wellness LLC -- http://www.vanguardhealth.net/-- is a provider of home health services. It offers nursing, physical therapy, occupational therapy, speech therapy, home health aides, and medical social services at the patients' homes. Vanguard Health & Wellness sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-08329) on March 22, 2019. It previously sought bankruptcy protection (Bankr. N.D. Ill. Case No. 17-04707) on Feb. 17, 2017. At the time of the filing, the Debtor disclosed $126,229 in assets and $1,122,222 in liabilities. The case is assigned to Judge Jacqueline P. Cox. Borges & Wu, LLC, is the Debtor's counsel. VANGUARD NATURAL: June 14 Claim Filing Deadline Set --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas set June 14, 2019, at 5:00 p.m. (Prevailing Central Time), as the last date and time for persons and entities to file proofs of claim against Vanguard Natural Resources Inc. and its debtor-affiliates. The Court also set Sept. 27, 2019, at 5:00 p.m. (Prevailing Central Time) as deadline for governmental units to file their claims against the Debtors. Proofs of claim must be filed by either (i) electronic submission through PACER (Public Access to Court Electronic Records) at http://ecf.txsb.uscourts.gov,(ii) electronic submission using the interface available on the claims and noticing agent's website at http://cases.primeclerk.com/VNRor (iii) by U.S. mail or other hand delivery systems at: a) if by first class mail: Vanguard Natural Resources Inc. Claims Processing Center c/o Prime Clerk LLC 850 Third Avenue, Suite 412 Brooklyn, NY 11232 b) if by hand delivery or overnight mail: Vanguard Natural Resources Inc. Claims Processing Center c/o Prime Clerk LLC 850 Third Avenue, Suite 412 Brooklyn, NY 11232 About Vanguard Natural Resources Vanguard Natural Resources Inc. -- https://www.vnrenergy.com/ -- is an independent exploration and production company focused on the production and development of oil and natural gas properties in the United States. Its assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Piceance Basin in Colorado, the Permian Basin in West Texas and New Mexico, the Arkoma Basin in Oklahoma, the Gulf Coast Basin in Texas, Louisiana and Alabama, the Big Horn Basin in Wyoming and Montana, the Anadarko Basin in Oklahoma and North Texas, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Headquartered in Houston, the company and its affiliates have 295 employees. Vanguard Natural Resources and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-31786) on March 31, 2019. At the time of the filing, the Debtors disclosed $1.478 billion in assets and $1.196 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as bankruptcy counsel; Blank Rome LLP as co-counsel with Kirkland; Evercore Group LLC as financial advisor and investment banker; Opportune LLP as restructuring advisor; and Prime Clerk LLC as claims and balloting agent and administrative advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 11, 2019. The committee tapped Locke Lord LLP as its legal counsel. VANGUARD NATURAL: Unknown Recovery for Unsecureds in Joint Plan --------------------------------------------------------------- Vanguard Natural Resources, Inc. and affiliates filed a disclosure statement relating to their proposed joint plan of reorganization dated April 30, 2019. In early 2019, the Debtors, with the assistance of their advisors, commenced substantive comprehensive restructuring negotiations with certain creditor constituencies, including: (a) the administrative agent and the holders of at that time, approximately 38 percent of the approximately $677.7 million in revolving obligations outstanding under that certain credit agreement dated August 1, 2017, by and among Vanguard Natural Gas, LLC as borrower, Citibank, N.A. as administrative agent and issuing bank, and the lenders party thereto; and (b) the holders of approximately 75 percent of the Debtors' approximately $80.7 million aggregate principal amount outstanding of 9.0 percent senior secured second lien notes due 2024. Prior to the Petition Date, these discussions culminated in the Debtors securing new money financing up to $65 million under a new senior secured superpriority, priming debtor-in-possession credit facility and agreement on certain key milestones to keep these cases moving forward. Following the Petition Date, these discussions continued and the Debtors also engaged with the holders of approximately 20 percent of the $123.4 million in principal amount of term loan obligations outstanding under the Credit Agreement, and reached agreement as to the terms of a comprehensive and consensual restructuring of the Debtors, as set forth in that certain plan support agreement. The Plan Support Agreement contemplates a comprehensive restructuring that will result in a substantial deleveraging of the Debtors’ balance sheet by approximately $532 million and provide a meaningful recovery to the Debtors' stakeholders. Upon consummation of this restructuring, the Debtors will be positioned to capitalize on their attractive asset base as the oil and gas industry looks to recover from the sustained downturn in commodities prices. The key financial components and commitments of the restructuring are as follows: -- holders of Allowed DIP Facility Claims will receive their Pro Rata share of participation in a post-Effective Date first lien reserve-based revolving credit facility with an initial borrowing base of $65 million (which will be reduced on a dollar-for-dollar basis equal to 75 percent of the net cash proceeds of any assets of the Reorganized Debtors prior to the Effective Date) and a term loan lending facility in the aggregate amount of $65 million; -- holders of Allowed Revolving Credit Facility Claims and Allowed Secured Swap Claims will receive their Pro Rata share of and interest in: (i) a new term loan lending facility in the aggregate amount of $350 million less the aggregate amount of the Exit Term Loan A Facility; (ii) at least 86.1 percent of the new series of class A convertible preferred stock to be issued by Reorganized Vanguard on the Effective Date, subject to the elections of holders of Class 4 Allowed Term Loan Claims as set forth below; and (iii) 75 or 89 percent of the new common stock of Reorganized Vanguard, depending on whether Class 5 votes to accept or reject the Plan, and subject to dilution on account of the Management Incentive Plan (if any); -- holders of Allowed Term Loan Claims will receive a Pro Rata share and interest in 10 percent of the New Common Stock, subject to dilution on account of the Management Incentive Plan (if any), as well as at the option of each holder of an Allowed Term Loan Claim, either: (i) such holder’s Pro Rata share of the New Preferred Equity Class A Stock;4 or (ii) such holder’s Pro Rata share of the new series of class B convertible preferred stock to be issued by Reorganized Vanguard on the Effective Date; -- holders of Allowed Senior Notes Claims will receive a Pro Rata share and interest in: (i) 15 percent of the New Common Stock, if the Class of Senior Notes Claims votes to accept the Plan, subject to dilution on account of the Management Incentive Plan (if any); or (ii) 1 percent of the New Common Stock, if the Class of Senior Notes Claims votes to reject the Plan, subject to dilution on account of the Management Incentive Plan (if any); and -- [holders of Allowed General Unsecured Claims will receive on the Effective Date such treatment as is acceptable to the Debtors, the Required Consenting Revolver Lenders, and the DIP Agent and in accordance with the Bankruptcy Code, to be determined prior to the hearing to consider approval of the Disclosure Statement]. Projected recovery for general unsecured claimants is unknown. A copy of the Disclosure Statement dated April 30, 2019 is available at https://tinyurl.com/y5m4ztqy from Primeclerk.com at no charge. About Vanguard Natural Resources Vanguard Natural Resources Inc. -- https://www.vnrenergy.com/ -- is an independent exploration and production company focused on the production and development of oil and natural gas properties in the United States. Its assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Piceance Basin in Colorado, the Permian Basin in West Texas and New Mexico, the Arkoma Basin in Oklahoma, the Gulf Coast Basin in Texas, Louisiana and Alabama, the Big Horn Basin in Wyoming and Montana, the Anadarko Basin in Oklahoma and North Texas, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Headquartered in Houston, the company and its affiliates have 295 employees. Vanguard Natural Resources and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-31786) on March 31, 2019. At the time of the filing, the Debtors disclosed $1.478 billion in assets and $1.196 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as bankruptcy counsel; Blank Rome LLP as co-counsel with Kirkland; Evercore Group LLC as financial advisor and investment banker; Opportune LLP as restructuring advisor; and Prime Clerk LLC as claims and balloting agent and administrative advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 11, 2019. VCLC HOLDINGS: Property Sale Proceeds to Fund Plan Payments ----------------------------------------------------------- VCLC Holdings LLC filed a small business Chapter 11 plan and accompanying disclosure statement. Class 1 - Secured claim of Lending Home Funding Corp are impaired. At the closing of the refinance loan or the sale of the Real Property Asset, the Class 1 claim will be paid in full with interest accruing from the Petition Date at a rate of 6.5% per annum. Class 2 - Secured claim of Bexar County are impaired. At the closing of the refinance loan or the sale of the Real Property Asset, the Class 2 claim shall be paid in full with interest accruing from the Petition Date at a rate of 12% per annum. The Debtor does not have any General Unsecured Claims. Payments and distributions under the Plan will be funded from the closing of the refinance loan or sale of the Real Property Asset. A full-text copy of the Disclosure Statement dated May 6, 2019, is available at https://tinyurl.com/yyjds345 from PacerMonitor.com at no charge. The Plan was filed by Morris E. "Trey" White III, Esq., at Villa & White LLP, in San Antonio, Texas, on behalf of the Debtor. About VCLC Holdings LLC Based in San Antonio, Texas, VCLC Holdings LLC filed a voluntary Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-50231) on February 4, 2019, listing under $1 million in both assets and liabilities. The case has been assigned to Judge Craig A. Gargotta. Villa & White LLP is the Debtor's bankruptcy counsel. WALDEN PALMS: Association Buying Orlando Condo Unit #28 for $14K ---------------------------------------------------------------- Walden Palms Condominium Association, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the private sale of all of the its right, title, and interest in those certain lien rights, liens and/or causes of action, that it may be entitled to pursue and/or acquire pursuant to Chapter 718 of the Florida Statutes and that certain Declaration of Condominium recorded in Official Records Book 8444, Page 2553, of the Public Records of Orange County, Florida, in connection with assessments owed with respect to the real property located at 4736 Walden Circle, #28, Orlando, Florida ("Delinquent Unit"), to Association Resources, LLC for $14,374, cash. Objections, if any, must be filed within 21 days of the date of Notice service. The Debtor also proposes to irrevocably sell, assign, transfer, set over, and deliver: (a) all of its contractual rights to levy and collect the delinquent assessments from the Delinquent Unit and all assessments that come due prior to foreclosure of same; (b) all present and future right, title, and interest to record a lien against the Delinquent Units for the Delinquent Assessments and all other assessments and amounts that come due prior to foreclosure of the Delinquent Unit; (c) the right to make demand for and receive rents from the Delinquent Unit from any tenants thereof; (d) the right to bring a lien foreclosure action and foreclose a lien for unpaid assessments and all rights incident thereto. The purchase price is comprised of $1,439.20, plus $8,634.56 advanced towards assessments, plus $4,300.56 advanced towards payment of tax certificate). The property is being sold "as is, where is," with no warranties of any kind. The Debtor makes no representation or warranty of no liens. It is the buyer’s responsibility to examine title or otherwise identify any encumbrances not disclosed. The foregoing sale is subject to all consensual and non-consensual liens and encumbrances as indicated on the Debtor's bankruptcy schedules, and any and all known and unknown liens, including those imposed by the IRS, Orange County and/or other delinquent taxes. The Debtor will entertain any higher bids for the purchase of the aforementioned assets. Such bids must be in writing and accompanied by a deposit of 100% of the proposed higher purchase price. Any higher bid must be received by the Debtor no later than the close of business on 21-days from the date of service. The Debtor will only accept higher bids in increments of $500. If more than one bid has been received, a telephone auction will occur among the bidders on the earliest date the Debtor can arrange the auction, after said 21 days. About Walden Palms Condominium Association Walden Palms Condominium Association, Inc., is a nonprofit property management company in Orlando, Florida. Walden Palms Condominium Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07945) on Dec. 24, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case is assigned to Judge Cynthia C. Jackson. The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its bankruptcy counsel; Arias Bosinger PLLC as general association counsel; JD Law Firm; as collections & foreclosure counsel; and Winderweedle, Haines, Ward & Woodman, P.A. as land use counsel. WESTJET AIRLINES: Moody's Reviews Ba1 CFR for Downgrade ------------------------------------------------------- Moody's Investors Service has placed WestJet Airlines Ltd.'s Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and its Ba2 Senior Unsecured rating on review for possible downgrade. WestJet's SGL-2 speculative grade liquidity rating remains unchanged. The outlook has been changed to rating under review from stable. The ratings review follows the announcement that WestJet has entered into a definitive agreement to be acquired by Onex Corporation. The transaction value is approximately C$5 billion including assumed debt. The transaction is subject to a number of conditions, including court and shareholder approval and receipt of certain regulatory approvals, including approval under the Canada Transportation Act, and the transaction is expected to close in the latter part of 2019 or early 2020. On Review for Downgrade: Issuer: WestJet Airlines Ltd. Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba2 (LGD4) Outlook Actions: Issuer: WestJet Airlines Ltd. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for possible downgrade will consider WestJet's capital structure once the acquisition is closed, and any change in business strategy under the new private equity owner. The review will be concluded on or close to transaction closing. Moody's expects the CAD$400 million of debt due in July 2019 will be repaid as scheduled, while the remaining US$400 million in bonds due in 2021 is subject to a change of control put. At closing, Moody's expects that the private equity owner will push some of the acquisition cost down to WestJet and increase Westjet's adjusted leverage (currently 3.6x), although Westjet has no room in its current rating for any increase. WestJet (Ba1 CFR) is constrained by 1) weakened profitability (5% EBIT margin in 2018, down from 11% in 2017 and mid-teens in 2014-16), 2) related cost pressures due to rising fuel price and unionization, 3) higher leverage (3.6x adj. debt/EBITDA in 2018, up from 2.1x in 2015), 4) negative free cash flow due to ongoing capacity growth of 6-11%/year (negative CAD $450 million in 2019) and 5) the execution risks and margin pressures as it transitions away from its single plane model (737), non-unionized business into a more complex traditional airline model with multiple offerings including its growth into competitive international markets with wide-body planes (787's), and the ultra-low cost carrier (ULCC) segment (Swoop). WestJet benefits from 1) its solid second position in the duopolistic Canadian market, 2) good load factors (84%) despite industry-wide capacity growth and 3) the potential of deleveraging towards 3x as new aircraft are placed into service. WestJet has good liquidity (SGL-2), supported by CAD $1.3 billion of cash and short term investments and a CAD $400 million unused revolver (due June 2022) as of Q4/18, which will be used to fund CAD $600 million of debt repayments and expected negative free cash flow of about CAD $450 million in 2019. In October 2018, the company signed a letter of intent for sale and operating leaseback of the three Boeing 787s that were completed in the first quarter of 2019, providing additional liquidity. WestJet had 77 unencumbered aircraft, representing approximately forty per cent of its total fleet, at year end 2018 providing alternate liquidity sources if needed. WestJet's credit facility contains two financial covenants and it expects the airline to maintain cushion under both. WestJet's ratings could be upgraded if the company is able to improve its profitability, with adjusted EBIT margins moving above 10% (4.5% in 2018), adjusted debt/EBITDA is sustained near 2.5x (3.6x at 2018) and the company generates positive free cash flow (negative CAD$450 million expected in 2019). An upgrade would also require that the company establish a track record operating its wide-body international expansion and its ULCC (Swoop). WestJet's ratings could be downgraded if adjusted EBIT margins are below 5% (4.5% in 2018) and adjusted debt/ EBITDA is sustained above 3.5x (3.6x at 2018). A downgrade could also occur if the company experiences problems with the expansion of the 787s or Swoop or there is increased competition that weakens their market position. The Ba2 rating on WestJet's senior unsecured notes reflect their junior ranking behind a significant amount of secured term loans (unrated) and pari-passu with another C$1 billion of other unsecured claims, including its revolving credit facility, unsecured term loan and accounts payable. The principal methodology used in these ratings was Passenger Airline Industry published in April 2018. WestJet Airlines Ltd., headquartered in Calgary, Alberta, is the second-largest Canadian air carrier, providing scheduled passenger services to over 100 destinations in Canada, the US, Central America, the Caribbean and Europe. Revenue for the year ended December 2018 was CAD 4.7 billion. WESTWIND MANOR: Committee Taps Silver Cygnet as Forensic Accountant ------------------------------------------------------------------- The official committee of unsecured creditors of Westwind Manor Resort Association, Inc. and its debtor-affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Silver Cygnet, LLC as its forensic accountant, nunc pro tunc to March 28. The services Silver Cygnet will provide are: a. review and analyze financial books and records of the Debtors; b. assist the committee in its investigation of the acts, conduct, assets, liabilities, financial condition and operations of the Debtors; c. identify gaps in financial records and tracing the flow of money into and out of the Debtors; d. evaluate the factors that contributed to the Debtors' insolvency and bankruptcy; e. investigate pre-bankruptcy and post-petition actions that impact the Debtors' estates and the rights of their unsecured creditors; f. analyze, interpret and explain complex financial and business-related issues relating to the Debtors' financial history and current financial health; g. analyze and evaluate the propriety of the Debtors' accounting practices; h. provide analyses to assist the committee in responding to motions and proceedings taking place in the Debtors' Chapter 11 cases; and i. provide expert testimony as needed. Patrick Rowland, managing partner of Silver Cygnet, will be primarily responsible for representing the committee. His current hourly rate is $495. Mr. Rowland attests that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Patrick Rowland Silver Cygnet, LLC P.O. Box 2121 Short Beach Station Branford, CT 06405-1221 Email: Patrick@theTaxStar.com About Westwind Manor Resort Association Westwind Manor Resort Association, Inc. and its subsidiaries operate two distinct business segments. Warrior Custom Golf focuses on the manufacture and sale of custom golf clubs. Warrior Acquisitions manages affiliates like Warrior Golf, LLC, which own and manage golf courses. Warrior Custom Golf was founded in 1998 by Brendan Flaherty. It develops, manufactures markets and sells affordable custom golf clubs and related equipment to golfers worldwide. Warrior Custom Golf's products are custom built to the specifications of each customer. Warrior Acquisitions is the manager of six entities that own and operate 18 golf courses and parcels of land located throughout the United States. Both segments of the business are headquartered in Irvine, Calif. Westwind Manor Resort Association and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-50026) on March 4, 2019. In their petitions, the Debtors disclosed their assets and liabilities as follows: Estimated Estimated Case No. Assets Liabilities -------- ------------------- -------------------- Westwind Manor Resort $0 to $50,000 $0 to $50,000 Warrior Custom Golf $1-mil. to $10-mil. $10-mil. to $50-mil. Warrior Acquisitions $0 to $50,000 $100,000 to $500,000 Warrior Golf Development $1-mil. to $10-mil. $1-mil. to $10-mil. Warrior Golf Assets $1-mil. to $10-mil. $1-mil. to $10-mil. Warrior Golf Venture $1-mil. to $10-mil. $1-mil. to $10-mil. Warrior Golf Management $1-mil. to $10-mil. $1-mil. to $10-mil. Warrior ATV Golf $1-mil. to $10-mil. $1-mil. to $10-mil. Warrior Premium $1-mil. to $10-mil. $1-mil. to $10-mil. Warrior Golf $10-mil. to $50-mil. $10-mil. to $50-mil. The cases have been assigned to Judge David R. Jones. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; Force Ten Partners LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed an official committee of unsecured creditors on March 19, 2019. The committee is represented by Cozen O'Connor. WILSON METAL: Seeks to Hire Quilling Selander as Legal Counsel -------------------------------------------------------------- Wilson Metal Fabricators, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Quilling, Selander, Lownds, Winslett & Moser, P.C., as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice concerning its power and duties under the Bankruptcy Code; preparation of a plan of reorganization; and the investigation and prosecution of actions to recover preference and fraudulent payments. The firm's hourly rates are: Shareholders $300 - $425 Associates $225 - $275 Paralegals $75 - $140 Quilling received an initial retainer of $15,000, of which $1,717 was used for the filing fee. Moreover, the firm was paid $3,163 for services rendered prior to the Debtor's bankruptcy filing. The firm does not represent any interest adverse to the Debtor and its estate, according to court filings. Quilling can be reached through: John Paul Stanford, Esq. Quilling, Selander, Lownds, Winslett & Moser, P.C. 2001 Bryan St., Suite 1800 Dallas, TX 75201-4240 Tel: 214-871-2100 Fax: 214-871-2111 Email: jstanford@qslwm.com About Wilson Metal Fabricators Wilson Metal Fabricators, Inc. -- http://www.wilsonmetalfab.com/-- owns a custom fabrication sheet metal shop specializing in curtain wall systems and job shop fabrication. It was established by owner Darold Wilson in 1997. Wilson Metal Fabricators sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-31452) on April 30, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Stacey G. Jernigan. Quilling, Selander, Lownds, Winslett & Moser, P.C., is the Debtor's counsel. WORK & SON: Trustee Gets Court Approval to Hire Wolf Group ---------------------------------------------------------- Stanley Murphy, the Chapter 11 trustee for Work & Son Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Tampa-based construction consulting firm Wolf Group. Since his appointment as trustee for Work & Son, a privately-held company in the funeral services industry, Mr. Murphy has received complaints regarding the maintenance of certain facilities and cemeteries. The trustee said the firm's services are necessary to determine the condition of these facilities and cemeteries. Wolf Group will provide site visitation to determine the extent of the degradation, document findings, prepare construction-related documents and oversee the construction or repair work. The firm will charge an hourly fee of $240. The firm can be reached at: John A. Wolf, AIA Wolf Group 217 North Howard Avenue, Suite 200 Tampa, FL 33606 Phone: 813-253-3400 About Work & Son Work & Son Inc. is a privately-held company in the funeral services industry. Work & Son and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 18-09917) on Nov. 18, 2018. At the time of the filing, Work & Son estimated assets of less than $50,000 and liabilities in the same range. The Debtors tapped the Law Offices of Mary A. Joyner, PLLC, as their legal counsel. [*] James Park Joins Greenberg Traurig's Bankruptcy Practice ------------------------------------------------------------ As part of its strategic effort to grow its new Minneapolis office, global law firm Greenberg Traurig, LLP has welcomed James Park as shareholder in its Restructuring & Bankruptcy Practice. Mr. Park will concentrate his practice on counseling banks and financial institutions on their corporate trust needs. He will draw on both his in-house and law firm knowledge and experience to guide clients through their complex corporate trust matters, including residential and commercial mortgage-backed securitizations and other asset-backed securitizations, corporate and municipal debt, escrow services, and loan agency matters. Mr. Park has broad and deep experience helping clients navigate through a wide range of significant transactional, default, dispute, restructuring, litigation, bankruptcy, and regulatory matters. Prior to joining the firm, Mr. Park spent 13 years as a lead in-house counsel for Wells Fargo Corporate Trust Services. "Jim brings a wealth of experience and strong relationships in the corporate trust area which will add to GT's existing service offerings. He will also play a key leadership role in the expansion of our corporate trust practice," said Michael B. Fisco, managing shareholder of Greenberg Traurig's Minneapolis office. "We continue to strategically add lawyers in our Minneapolis office and we are delighted to welcome Jim to the firm." "I have worked with both Michael Fisco and Michael Krauss for a number of years and I am looking forward to becoming a part of this outstanding team," said Mr. Park. "Combining my experience with the firm's existing strong corporate trust capabilities will be attractive to many of the firm's current and prospective clients." About Greenberg Traurig's Minneapolis Office Established in 2019, Greenberg Traurig's Minneapolis office provides clients with an innovative, business-minded perspective along with strong location connections to business, industry and government. The office's core capabilities include commodities and structured finance, restructuring and bankruptcy, corporate trust and structured products litigation, finance and financial services litigation, intellectual property, and agribusiness. About Greenberg Traurig Greenberg Traurig, LLP (GT) -- http://www.gtlaw.com/-- has more than 2,000 attorneys in 39 offices in the United States, Latin America, Europe, Asia and the Middle East. GT has been recognized for its philanthropic giving, was named the largest firm in the U.S. by Law360 in 2017, and is among the Top 20 on the 2017 Am Law Global 100. [*] Michele Williams Joins Schulte Roth's Real Estate Group ----------------------------------------------------------- Schulte Roth & Zabel (SRZ) announced the addition of Michele E. Williams as a partner and co-chair of the Real Estate Group, resident in the firm's Washington, DC office. She joins SRZ from Sheppard, Mullin, Richter & Hampton. Ms. Williams has handled complex real estate and real estate finance matters for more than 30 years. She represents financial institutions, real estate private equity funds, institutional investors, developers, corporations and universities in all aspects of real estate acquisition, disposition, financing, development and leasing transactions. She regularly advises private real estate funds and REITs in connection with their investment activities. Ms. Williams received her J.D., cum laude, from Georgetown University Law Center and her B.S.F.S., magna cum laude, from Georgetown University. Joining Ms. Williams is Michael K. Berman, a special counsel representing debt funds, lending institutions, real estate private equity funds, developers, investors and operators in a variety of commercial real estate transactions, including acquisitions, dispositions, financings, joint ventures and sale-leaseback transactions. He holds a J.D. from the Benjamin N. Cardozo School of Law and a B.A. from the University of Maryland. "We are very pleased to have Michele and Michael join the firm. They are highly skilled lawyers with significant experience that will add even greater depth to our robust practice," commented Julian M. Wise, co-chair of the Real Estate Group. "We are excited to welcome Michele and Michael to SRZ. Their capabilities enhance a team that provides across‐the‐board expertise to some of the most influential participants in the real estate industry," said Alan S. Waldenberg, chair of SRZ's Executive Committee. "SRZ is widely recognized for its top-tier real estate practice. The firm's strong platform allows me to grow my practice in an innovative and entrepreneurial environment. I am delighted to work alongside these talented lawyers," commented Ms. Williams. About SRZ's Real Estate Group SRZ's leading real estate practice handles a wide variety of complex and sophisticated matters on behalf of prominent real estate and financial institutions. The lawyers are skilled in all aspects of the real estate business, including acquisitions, dispositions, joint ventures, development, construction lending, financing, mezzanine lending, workouts, restructurings and commercial lending. Completing billions of dollars in real estate transactions annually, SRZ has been named to Real Estate Forum's "Deals & Dealmakers" list and the firm has been recognized for having one of the nation's most powerful real estate law practices by Commercial Property Executive's list of "Leading Real Estate Law Firms." ********* 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. 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