/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190613.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 13, 2019, Vol. 23, No. 163 Headlines 3232 CENTRAL: Court Junks Z. Sheikh's Suit vs J. Wheeler, et al. 481 VIA HIDALGO: Taps Global I.N. as Real Estate Broker ACETO CORP: Reed Smith Represents Bidder, Citrus PPA Claimants ALBERTSONS COMPANIES: Moody's Alters Outlook on B1 CFR to Stable AN ANGEL'S TOUCH: Voluntary Chapter 11 Case Summary B. & J. PROPERTY: Karnes, Rank Represent Class Action Claimants BARKER BOATWORKS: Strike Force Buying All Assets for $10.5M BUSINESS FIRST: Files Chapter 11 Plan of Liquidation CLARE OAKS: Case Summary & 20 Largest Unsecured Creditors CLARE OAKS: Returns to Chapter 11 to Seek Buyer or Sponsor CLARE OAKS: To Keep Residents' Information Confidential CLOUD PEAK: Bayard Represents Holders of 24% of Shares CLOUD PEAK: CSG and Cozen Represent Surety Bonds Issuers COMSTOCK RESOURCES: Moody's Puts Ratings Under Review for Upgrade DELTA FARM: Plan Outline Hearing Set for July 17 EMPIRE GENERATING: July 8 Auction of All Assets Set FAYE FOODS: 6th Cir. Affirms Denial of Sanctions to TDOR FTD COMPANIES: Taps Omni Management as Claims Agent GARRETT LIMESTONE: Case Summary & 20 Largest Unsecured Creditors GENERAL CAPACITOR: Hires Davis George Moye as Special Counsel GOODWILL INDUSTRIES: Seeks to Hire Whiteford Taylor as Counsel HARSCO CORP: Moody's Affirms Ba1 CFR, Outlook Stable HEXION INC: Moody's Gives B1 CFR & Rates $1.2BB 1st Lien Loans Ba3 HEXION INC: S&P Raises ICR to 'B' on Expected Bankruptcy Exit HILLTOP ENERGY: Seeks to Hire Cole Schotz as Counsel HILLTOP ENERGY: Seeks to Hire Ordinary Course Professionals HILTON DOMESTIC: Moody's Rates $750MM Senior Unsecured Notes 'Ba2' HILTON WORLDWIDE: S&P Rates New $750MM Unsecured Notes 'BB+' IDL DEVELOPMENT: Evidentiary Hearing on Sale of All Assets Held IFRESH INC: Enters Into Definitive Agreement to Acquire Xiaotai ILLINOIS FINANCE: S&P Lowers Selected Revenue Bond Ratings to 'D' IMMUNE PHARMACEUTICALS: Hires Frumin Mizrach as Special Counsel JLD AUTOMOTIVE: Unsecured Creditors to Recoup 10% Over 5 Years JMC ACQUISITION: S&P Assigns 'B' ICR, Debt Rating JONES LEASE PROPERTIES: Unsecureds to Get 26.6% Dividend Under Plan JUSTRITE: Moody's Assigns B3 CFR, Outlook Stable KIRTAN LLC: Must File Plan and Disclosures Before August 21 LABORATORIO ACROPOLIS: Hires CSS Accounting as Accountant LASALLE GROUP: Seeks to Hire Donlin as Administrative Advisor LASALLE GROUP: Seeks to Hire Harney Partners, Appoint CRO LONGHORN PAVING: Case Summary & 20 Largest Unsecured Creditors MAGAR MAGAR: Trustee's $943K Sale of Rainier Property Approved MELINTA THERAPEUTICS: Stockholders Elect Three Directors MICHAEL ROSE: McKoins Offer $217K for Hot Springs Property MODERN PROMOS: July 11 Plan and Disclosure Statement Hearing MUNCHERY INC: Hires Armanino LLP as Sale Advisory Consultant NEIMAN MARCUS: Completes Private Exchange Offers for Senior Notes NEIMAN MARCUS: Files Form 10-Q for Quarter Ended April 27, 2019 NEIMAN MARCUS: Incurs $31.2 Million Net Loss in Third Quarter NEONODE INC: All Five Proposals Approved at Annual Meeting NSC WHOLESALE: July 16 Confirmation Hearing on Liquidation Plan OMEROS CORP: All Three Proposals Approved at Annual Meeting ORCHIDS PAPER: Committee Objects to Strategy Officer Hiring PALMER EQUIPMENT: Voluntary Chapter 11 Case Summary PEM FAMILY: July 31 Hearing on Disclosure Statement PERFECT BROW: June 28 Auction of All Assets Set PRINTEX INC: Seeks to Hire Cruse.Chaney-Faughn as Legal Counsel R. GANT PROPERTIES: Case Summary & 3 Unsecured Creditors RADIATE HOLDCO: S&P Rates $300MM Incremental Term Loan 'B' REGENTS HOLDINGS: Akerly Law Represents Morgan, et al. REV GROUP: Moody's Withdraws B1 CFR for Business Reasons RICHARD OSBORNE: $40K Sale of Mentor Vacant Lot to Signature Okayed RJL ENTERTAINMENT: Case Summary & 6 Unsecured Creditors ROOFTOP GROUP: Hires Reed Smith as Bankruptcy Counsel SEABROOK DENTAL: Unsecureds to Get Full Payment from Sale Proceeds SENIOR CARE: Curtis Castillo Represents Personal Injury Claimants SENIOR CARE: McGinnis Lochridge Represents Capstar Claimants SKY-SKAN INC: Coastal Capital Objects to Disclosure Statement SKY-SKAN INC: U.S. Trustee Objects to Disclosure Statement SKYFUEL INC: Seeks to Hire Akerman LLP as Counsel SOUTH CENTRAL: Unsecureds be Paid 30% of Claims in 54 Months SOUTHCROSS ENERGY: Young Conaway, Willkie Farr Represent Lenders SUNSHINE DAIRY: July 16 Plan Confirmation Hearing TELEPHONE AND DATA: Fitch Affirms 'BB+' LT IDRs, Outlook Stable TENNYSON HOT SHOT: Hires Eric A. Liepins as Counsel TRIDENT HOLDING: Committee Members Disclose Unsecured Claims U.S. RENAL CARE: S&P Rates New $505MM Unsecured Debt 'CCC+' USA GYMNASTICS: FCR Hires Development Specialists as Consultant USA GYMNASTICS: FCR Seeks to Hire FrankGecker LLP as Counsel VANGUARD NATURAL: Bryan Cave Represents Wyoming Counties VSOP LLC: Unsecureds to Get 25% of Excess Sale Proceeds WAYPOINT LEASING: Discloses Settlement with Airbus Helicopters WHITE STAR: U.S. Trustee Forms 5-Member Committee WILLOW BEND: Unsecureds to Get 100% Over 12 Mos in 4th Amended Plan WINE VALLEY: Seeks to Hire Michelle Steele as Bookkeeper [*] Total Bankruptcy Filings Increase 2 Percent in May 2019 [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 3232 CENTRAL: Court Junks Z. Sheikh's Suit vs J. Wheeler, et al. ---------------------------------------------------------------- District Judge Gary Feinerman granted the Defendants' motions to dismiss the Plaintiff's amended complaint in the case captioned ZAFAR SHEIKH, Plaintiff, v. JOHN WHEELER, et al., Defendants, No. 18 C 5037 (N.D. Ill.). Plaintiff Zafar Sheikh was involved in an Indiana state court foreclosure action and brought the federal suit against his state court adversaries and others connected to the events underlying the foreclosure. After Defendants moved to dismiss the original complaint, Sheikh filed an amended complaint with the court's retroactive permission. Defendants now move under Civil Rules 12(b)(1) and 12(b)(6) to dismiss the amended complaint. Rather than setting forth specific facts that plausibly support the existence of an enterprise, Sheikh alleges that various Defendants provided services at mostly uncertain times and places in connection with a single loan. Accordingly, because Sheikh has alleged no more than a series of normal commercial relationships in one complex transaction, he has not stated a RICO claim. Even if Sheikh succeeded in alleging the existence of a distinct enterprise, he fails to adequately allege under § 1962(c) a "pattern of racketeering activity" that "carries with it an implicit threat of continued criminal activity in the future or . . . by its nature projects into the future with a threat of repetition." As a pro se plaintiff, Sheikh also cannot bring a False Claims Act suit claiming that the Government was defrauded. Sheikh's response--that he himself was also harmed by Defendants' fraud--does not defeat the proposition that the Government is the true party in interest in a False Claims Act claim. Sheikh's complaint alleges that the defendants defrauded the FDIC and SBA. Such claims may be brought only in the name of the Government, the real party in interest under the False Claims Act. Although dismissals of False Claims Act claims "for lack of proper representation" are "normally without prejudice," a claim may be dismissed with prejudice where the plaintiff "cannot represent the party in interest (the United States) without obtaining a lawyer to conduct the litigation," the plaintiff has not linked the "alleged fraud" to claims that the defendant made upon the Government, and the suit appears intended to harass the defendant. Here, Sheikh cannot represent the United States and, moreover, has apparently not attempted to follow the procedures that 31 U.S.C. section 3730(b) mandates for False Claims Act complaints. Additionally, despite having been given the opportunity to replead, Sheikh has not alleged fraud on the SBA or the FDIC with the particularity required under Rule 9(b), or adequately connected such fraud with monetary claims that Countryside submitted to the SBA or FDIC, (alleging that Countryside provided false statements in quarterly reports to the FDIC, without indicating what payments resulted therefrom); Doc. 63 at 33 (asserting that Countryside at unspecified times failed to inform the SBA of pending litigation and told the SBA it did "not want to become a landlord," without indicating how these representations led to false claims against either agency). Moreover, that Sheikh filed this insufficiently supported False Claims Act claim alongside fourteen other claims even as foreclosure and bankruptcy proceedings remained pending in the Northern District of Indiana strongly indicates an "inten[t] to harass the defendants." Dismissal with prejudice is therefore warranted. A copy of the Court’s Memorandum Opinion and Order dated March 6, 2019 is available at https://bit.ly/2IbF0Uu from Leagle.com. Zafar Sheikh, Plaintiff, pro se. John Wheeler, Raj Badri & Countryside Bank, Defendants, represented by Nancy J. Townsend, Burke Costanza & Carberry LLP. Jeffrey Nitti & Windsor Advantage, Defendants, represented by Joshua Sidney Hyman , Chuhak & Tecson, P.C. & Peter C. Kim, Litchfield Cavo LLP. Appraisal Research Counselors & Cary A Lannin, Defendants, represented by Charles R. Franklin , Franklin Law Group, Craig Michael Capilla , Franklin Law Group & Allie K. Haling, Franklin Law Group. Nancy Townsend & Burke Costanza & Carberry, Defendants, represented by Kevin Edward Steele , Burke Costanza & Carberry LLP. About 3232 Central Avenue 3232 Central Avenue, LLC, a privately-held company in Lake Station, Indiana, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 18-22070) on Aug. 2, 2018. In the petition signed by Zafar Sheikh, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge James R. Ahler presides over the case. The Debtor tapped Hodges and Davis, P.C. as its legal counsel. 481 VIA HIDALGO: Taps Global I.N. as Real Estate Broker ------------------------------------------------------- 481 Via Hidalgo LP received approval from the U.S. Bankruptcy Court for the Northern District of California to hire Global I.N. Inc. as its real estate broker. The firm will assist in the sale of the Debtor's real property located at 350 Bon Air, Greenbrae, Calif. The property is a 12,000-square medical office building. Global I.N. will get a commission of 3 percent of the sale price to be shared equally with the buyer's broker. Mike Wahba of Global I.N. disclosed in court filings that his firm neither holds nor represents any interest adverse to the Debtor's estate. The firm can be reached through: Mike Wahba Global I.N. Inc. 1 Harbor Drive, Suite 300 Sausalito, CA 94965 Phone: (888) 900-9554 Email: Info@globalin.us About 481 Via Hidalgo LP 481 Via Hidalgo LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-30287) on March 15, 2019. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. The case is assigned to Judge Hannah L. Blumenstiel. The Debtor is represented by the Law Offices of Michael C. Fallon and the Law Offices of Steven M. Olson. ACETO CORP: Reed Smith Represents Bidder, Citrus PPA Claimants -------------------------------------------------------------- In ACETO Corporation's Chapter 11 case, Reed Smith LLP submitted a verified statement under F.R.B.P. Rule to disclose that it represents these claimants whose economic interests are "right to indemnification pursuant to a Product Purchase Agreement dated Nov. 2, 2016, by and among Citron Pharma LLC, Lucid Pharma LLC, the Direct and Indirect Equity Holders of Sellers Named Herein, Romeo Charlie Acquisition I, LLC, Romeo Charlie Acquisition II, LLC, Aceto Corporation and Vimal Kavaru as Agent ("Citron PPA"); Claims arising under Ancillary Agreements; and right to other claims arising under the Citron PPA." The claimants are: (1) Shore Pharma LLC 2 Tower Cewnter Blvd., Suite 1101 East Brunswick, NJ 08816 Attn: VImal Kavuru (2) Cedar Pharma LLC, (3) Aster Pharma LLC, (4) Citgen Pharma Holding LLC, (5) Gensource Pharma LLC, (6) SS PHarma LLC, (7) Pharma Reach LLC, (8) Citgen Realty LLC, (9) Sudha Kavuru, (10) Vimal Kavuru, and (11) Subha Sri Thoarchedu. Reed Smith also discloses that it represents the stalking horse bidder for the Debtors' Pharma business: (12) Shore Suven Pharma, LLC 1100 Cornwall Road, Suite 110 Monmouth Junction, NJ 08852 The Claimants retained Reed Smith in 2015 in connection with the 2016 Citron/Lucid Acquisition. In addition, in late 2018, the Claimants retained Reed Smith in connection with the restructuring of the Debtors in the Chapter 11 cases. The Stalking Horse Bidder, in late 2018, retained Reed Smith in connection with restructuring of the Debtors. More specifically, the Stalking Horse Bidder retained the firm to assist in the drafting, negotiation, and implementation of the Debtors' motion for approval of bidding procedures in connection with the sale of the Debtors' Pharma Business. Counsel for Claimants and Stalking Horse Bidder: REED SMITH Derek J. Baker, Esq. Princeton Forrestal Village 136 Main Street, Suite 250 Princeton, NJ 08543 Tel: (609) 987-0050 Fax: (609) 951-0824 About ACETO Corp. ACETO Corporation (NASDAQ: ACET), incorporated in 1947, is focused on the global marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). The Company employs approximately 180 people. With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings and industrial chemical industries. ACETO's global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities. Aceto Corporation and eight affiliates sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-13448) on Feb. 19, 2019. ACETO disclosed assets of $753,159,000 and liabilities of $702,848,000 as of Dec. 31, 2018. The Hon. Vincent F. Papalia is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Simmons & Simmons as foreign counsel; PJT Partners LP as investment banker and financial advisor; AP Services LLC as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. ALBERTSONS COMPANIES: Moody's Alters Outlook on B1 CFR to Stable ---------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Albertsons Companies, Inc. to stable from negative. All other ratings including the B1 Corporate Family rating were affirmed. "Albertsons has demonstrated improvement in operating performance increasing top line and profitability in a highly competitive and promotional pricing environment in the food retailing industry", Moody's Vice President Mickey Chadha stated. "The company has also reduced a significant amount of debt thereby improving credit metrics," Chadha further stated. Outlook Actions: Issuer: Albertsons Companies, Inc. Outlook, Changed To Stable From Negative Affirmations: Issuer: Albertsons Companies, Inc. Probability of Default Rating, Affirmed B1-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed B1 Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5) Issuer: Albertson's LLC Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2) Issuer: Safeway Inc. Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5) RATINGS RATIONALE The B1 Corporate Family Rating of Albertsons Companies, Inc. reflects the company's very good liquidity, its sizable scale, good store base, its well established regional brands and its significant store ownership. The ratings are constrained by Albertsons' participation in a highly competitive retail segment and high debt burden associated with its ownership by a financial sponsor. At the end of the fiscal year ended February 23, 2019, debt to EBITDA (including Moody's adjustment for leases and about $7.6 billion adjustment for pension liabilities) was 6.0 times. Moody's expects leverage to improve to about 5.5 times in the next 12-18 months as the company repays debt and improves EBITDA. The ratings are supported by the company's track record of operational improvements especially with regard to under performing assets and synergy realization. Competitive risks, coupled with a high debt burden and risk associated with ownership by a financial sponsor, remain major risks for the company and may impact the company's ability to improve credit metrics in the near-term. The company's stable outlook reflects its expectation that the company will continue to lower its debt burden and improve profitability. Ratings could be upgraded if debt/EBITDA approaches 5.0 times, EBITA/interest is sustained above 1.75 times, financial policies remain benign and liquidity remains very good. Ratings could be downgraded if recent operating trends are not reversed in the near term, debt/EBITDA is sustained above 6.25 times or EBITA/interest is sustained below 1.5 times. Ratings could also be downgraded if financial policies become aggressive or if liquidity deteriorates. With about $60 billion in annual sales Albertsons Companies is one of the largest food and drug retailers in the United States. As of February 23, 2019, the Company operated 2,269 retail stores with 1,739 pharmacies, 397 associated fuel centers, 23 dedicated distribution centers and 20 manufacturing facilities. The Company's stores predominantly operate under the banners Albertsons, Safeway, Vons, Pavilions, Randalls, Tom Thumb, Carrs, Sav-On, Jewel-Osco, Acme, Shaw's, Star Market, United Supermarkets, Market Street, Amigos, Haggen and United Express. AN ANGEL'S TOUCH: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: An Angel's Touch LLC a New Mexico Limited Liability Company 805 7th Street Las Vegas, NM 87701 Business Description: An Angel's Touch LLC provides non-emergency transportation services. Chapter 11 Petition Date: June 11, 2019 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Case No.: 19-11394 Judge: Hon. Robert H. Jacobvitz Debtor's Counsel: James A. Askew, Esq. ASKEW & MAZEL, LLC 1122 Central Ave. SW, Suite 1 Albuquerque, NM 87102 Tel: 505-433-3097 Fax: 505-717-1494 E-mail: jaskew@askewmazelfirm.com - and - Daniel Andrew White, Esq. ASKEW & MAZEL, LLC 1122 Central Ave. SW, Suite 1 Albuquerque, NM 87102 Tel: 505-433-3097 Fax: 505-717-1494 E-mail: dwhite@askewmazelfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Nichole Jones, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nmb19-11394.pdf B. & J. PROPERTY: Karnes, Rank Represent Class Action Claimants --------------------------------------------------------------- In connection with B. & J. Property Investments, Inc.'s chapter 11 case, Karnes Law Offices, PC and Rank & Associates, PC, submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with their representation of an ad hoc group of class action claimants comprised of the classes of plaintiffs in the case titled, Loren Hathaway, on behalf of himself and all others similarly situated within the state of Oregon; and Gennise Hathaway, on behalf of himself and all others similarly situated within the state of Oregon; and Heather Noble, on behalf of himself and all others similarly situated within the state of Oregon v. B. & J. Property Investments, Inc., an Oregon corporation; Better Business Management, Inc., an Oregon corporation d/b/a Salem RV Park; William J. Berman, an individual, Marion County Circuit Court Case No. 13C14321. The Ad Hoc Group of Class Plaintiffs represents these individuals: Group Member Address Judgment Amount ------------ ------- --------------- Aaron Gibson Salem, OR $6,100 Alan Anson Salem, OR $19,200 Alan Tiedeman Keizer, OR $30,760 Alberto Vazquez Salem, OR $5,500 Alex and Janet Crook Phoenix, AZ $6,450 Alfred and Elsie Burrows Reedsport, OR $2,840 Alice Clack Salem, OR $9,020 Allen Clark Salem, OR $7,020 Alyssa L. Wise Otis, OR $7,740 Angel Castelan Salem, OR $6,030 Angela & Michael Tull-Fowler Silverton, OR $6,080 Angeline Frye Reno, NV $85,110 Ann Michelle Williams Salem, OR $16,190 Annie Elkins Salem, OR $3,750 April & Frank Moore The Dalles, OR $1,950 April Legler Salem, OR $8,000 Arland Williams Boise, ID $59,260 Arlene Trujillo Salem, OR $11,850 Betty Crandall Turner, OR $22,090 Beverly and Anthony Walls Dallas, OR $22,250 Bob Barley Salem, OR $7,150 Bobby Springer Salem, OR $23,090 Brian Pilkenton Salem, OR $7,200 Bruce & Linda Jones Salem, OR $28,860 Bruce Kepford Salem, OR $3,930 Bud and Ginny Waterman Keizer, OR $6,150 Burt Leroy Search LaPine, OR $1,980 Carl Headrick San Acacia, NM $15,080 Cathryn Smith Phoenix, AZ $800 Chad Tucker Salem, OR $10,790 Charles and Peggy Payton Baker City, OR $1,910 Charro Moe Salem, OR $770 Chris Jones Vancouver, WA $5,640 Christian Hatchell & Heidi Jackman Salem OR $91,240 Christina Louthan Keizer, OR $1,260 Christopher & Christina Stahler Salem, OR $30,860 Christopher Bean Three Forks, MT $11,200 Christopher Bloom Tillamook, OR $16,520 Christopher Hunter Salem, OR $12,800 Cindy Joiner Ramah, NM $1,950 Clarence Porter Lawton, OK $3,780 Clayton Coats Albany, OR $3,650 Colby and Danielle Klinger Amity, OR $16,080 Conrado Vasquez Salem, OR $8,140 Coquille Rex Corvallis, OR $1,400 Craig and Rebecca Wooldridge N/A $27,200 Dafni Willis Louisville, KY $14,030 Dale L. McAllister Clatskanie, OR $83,580 Dana R Beck Stayton, OR $3,200 Daniel Reeves1840 Salem, OR $6,450 Daniel S. Bird Quinlan, TX $10,530 Darin Robertson Salem, OR $17,460 David & Kaweheonalani Schlenker Nampa, ID $6,290 David and Karen Neal Salem, OR $22,170 David Goldblatt Silverton, OR $15,300 David Maxwell Lebanon, OR $27,570 David Nelson Monmouth, OR $21,300 David Straw Myrtle Creek, OR $19,187 David Temple Monmouth, OR $4,550 Dawn Vinogradoff Keizer, OR $21,870 Debbie Bigelow Gainesville, FL $3,200 Deborah A Wall Salem, OR $107,840 Deborah and Douglas Quintall Salem, OR $69,270 Deborah Millar Woodburn, OR $16,020 Debra Carns Salem OR $3,850 Debra Osborne Silverton, OR $11,300 Debra Stava Salem, OR $3,250 Delores Sullivan Salem, OR $2,800 Delpha Bush Boise, ID $2,250 Dennis & Marilyn Vorderstrasse Salem, OR $2,760 Devon Anne Alexander Salem, OR $4,150 Diana Riley Prescott, AZ $15,200 Dominic Luebbers Salem, OR $6,300 Don and Peggy Van Dyke Caldwell, ID $114,510 Don Martin Salem, OR $10,950 Donald Christensen Grand Ronde, OR $37,600 Donna Lyman5809 Phoenix, AZ $4,550 Doug Young Chattarey, WA $45,530 Duenna Francis Gilchrist, OR $12,820 Dusty McAllister Longeview, WA $4,460 Edward Charlson Salem, OR $86,000 Elbert Dugdale Salem, OR $13,200 Eliberto Guajardo Murphy, OR $9,220 Eluviel Velazquez Campos Vancouver, WA $21,350 Evelyn and Robert Jenson Pendleton, OR $5,370 Frank and Shirley Lent Keizer, OR $10,110 Frank Martirano Salem, OR $20,310 Gail Gladwill Newberg, OR $15,000 Gail Solberg Jefferson, OR $9,230 Gary Morris Salem, OR $8,620 Gary Rizzotto Mt. Angel, OR $9,380 Gene Bonner Beaumont, CA $1,500 Gene Stuck Roseville, CA $2,010 George Reitzer Salem, OR $2,900 George Wright Salem, OR $16,710 Gerald Brown Salem, OR $18,640 Gerald Lisonbee Salem, OR $9,880 Gerald Willis Salem, OR $650 Gloria Nichols Aumsville, OR $12,570 Gordon Prentiss Susanville, CA $106,430 Gregg Baarstad Boise, ID $6,300 Harold Harstad Salem, OR $6,900 Heather Doan Salem, OR $7,330 Heather Stanley Salem, OR $15,400 Henry Wrolson Keizer, OR $2,200 Herman Lofton Salem, OR $11,250 Jack and Frances Mitchell Salem, OR $16,860 Jack S Howard N/A $23,590 Jacob Dickson Salem, OR $8,410 James Johnson Salem, OR $4,400 James Jolly Salem, OR $17,460 James Lane Salem, OR $30,310 James Schmuck Las Vegas, NV $15,160 Janet Engle Jacksonville, OR $2,030 Jason James Salem, OR $32,600 Jennifer Clawson Whitewater Salem, OR $2,520 Jeremiah Speer N Chesterfield, VA $4,200 Jeri Wolf Salem, OR $4,200 Jerry Lynn Adams Sweethome, OR $16,800 Jessica Darnell Siletz, OR $1,160 Jesus Gonzales Salem, OR $2,220 Jill Kelly Belleville, MI $5,200 Jim and Cindy Shellenberger Salem, OR $2,130 Jim Hawkins Salem, OR $8,400 Jim Thacker Keizer, OR $8,010 Jimmy Latta Paradise, CA $1,220 John A. Graham Salem, OR $68,310 John F. Hawkins Fallscity, OR $8,050 John Kurczewski Fallon, NV $1,600 John Longoria Univ. Place, WA $3,100 John M. Davis Salem, OR $23,760 John P. Gatchet Sequim, WA $3,600 Johnny Degood Clarksville, AR $3,300 Jose Ornelas-Dominguez Salem, OR $40,200 Joseph Kurtz Ontario, OR $11,830 Joyce Cupp Grand Ronde, OR $33,980 Judy Fehrlen Salem, OR $1,800 Julie Mueller Salem, OR $1,500 Karen Meyer Salem, OR $4,080 Karen Streeter Salem, OR $18,620 Kathy Loveless Garrett, IN $7,300 Kathy Wolfe N/A $4,440 Kellie Drake Salem, OR $22,580 Ken Vacher Kihei, HI $6,210 Kenneth Reid Amity, OR $6,950 Kerry Harris Gatesville, TX $4,200 Kevin and Bonny Tewey Winnemucca, NV $2,560 Kevin and Kelly Winkle Stayton, OR $48,360 Kevin J. Potthoff Salem OR $43,250 Kevin Pulver Salem, OR $19,140 Kirk Miller Frederick, MD $9,270 Krysten St. Arnold Medford, OR $5,040 Lakosta Richter Bronx, NY $8,170 Larry Ericksen Sunset, UT $2,200 Larry Halstad Salem, OR $8,550 Larry Riggs Salem, OR $17,620 Larry Smith Salem, OR $117,820 Latricia Armstrong Independence, OR $5,200 Leah Myers Florence, OR $2,040 Lee and Erma Larson Salem, OR $2,190 Leonard Collins Salem, OR $2,280 Lillian Hamilton Salem, OR $6,160 Linda Nichols Salem, OR $8,610 Lindy Brooks Turner, OR $18,830 Lisa Riley Ozawkie, KS $28,920 Liz Brooks Grants Pass, OR $2,520 Lonny Simmons Salem, OR $4,720 Loren and Gennise Hathaway Montesano, WA $6,640 Lori Landrum Salem, OR $8,000 Lowell Erickson Albany, OR $29,900 Luke and Linda Acuff Bend, OR $5,840 Lute T Ledesma Salem, OR $87,360 Malcolm Mespalt Salem, OR $43,880 Mark Hubble LaGrande, OR $9,900 Marlin Bozarth McMinnville, OR $6,520 Martha Stevens Salem, OR $4,200 Martin Jacobs McMinnville, OR $10,400 Marty Botts Athena, OR $8,250 Mary Dee Yoder Waldport, OR $3,300 Matthew Jarman Kalispell, MT $6,840 Maurice and Rose Diane Deforge Green Valley, AZ $2,570 Melanie Tate Salem, OR $10,910 Melvin Harlow Portland, OR $610 Michael Arand Keizer, OR $8,250 Michael and Tammy Dan Caldwell, ID $1,540 Michael Baldwin Salem, OR $21,700 Michael Campbell Salem, OR $8,170 Michael Gene Fisher Sutherlin, OR $12,130 Michael Hager Meridian, ID $3,980 Michael J Tanner Salem, OR $52,380 Michael McColly Salem, OR $3,250 Michelle Burrell Hubbard, OR $12,600 Michelle Grimes Salem, OR $9,020 Michelle Reyes Blodgett, OR $2,300 Mike Stanley Salem, OR $1,220 Morris Lipchitz Willamina, OR $22,900 Myrna Watson Salem, OR $2,340 Nancy Windham Keizer, OR $4,400 Nancy Wolf Yachats, OR $7,200 Nathan Lankford Wasilla, AK $1,950 Norma White Salem, OR $23,580 Pamela Hayes Mountain Home, AR $550 Pamela J Sweet Salem, OR $20,140 Patrick Winfred Shaw Salem, OR $125,110 Paul Paquin Salem, OR $17,650 Paul Wilson Stevenson, WA $4,200 Philip Drain Salem, OR $2,440 Phyllis Lucas Mobile, AL $7,590 Rachelle Lagerwey Ferndale, WA $6,520 Ramon Moyer Milwaukie, OR $7,000 Randy Heitz Homeland, CA $2,310 Ray Ogbin Eubank, KY $3,500 Raymond Jackson Webster, FL $690 Rebeka Porter Salem OR $5,680 Richard & Heather Noble Salem, OR $86,740 Richard and Sheryl Miltimore Stayton, OR $47,270 Richard Garrison Salem, OR $610 Rick Frum Salem, OR $44,880 Rick Graham Salem, OR $6,780 Robert Comstock Salem, OR $2,960 Robert Moore Salem, OR $2,600 Robert Prewet Eugene, OR $37,490 Robin Hahn Lebanon, OR $38,730 Robin Smith Dallas, OR $1,560 Roger C Williamson Salem, OR $114,770 Rollie Romp Salem, OR $16,200 Ronald Malone Salem, OR $50,310 Ronald Wilson Salem, OR $18,830 Roxie Schunke Salem, OR $58,440 Russell Brown Moses Lake, WA $11,250 Russell Fisher Salem, OR $7,810 Ryan Keim Stayton, OR $3,500 Sam Johnson Salem, OR $7,200 Sandra Blair Salem, OR $7,400 Sandra Boatman Salem, OR $25,240 Sara Wilson Cottage Grove, OR $3,660 Scott Bishop Tacoma, WA $770 Scott Gray Salem, OR $44,020 Shanon Korb Rio Dell, CA $1,200 Shawn Branan Salem, OR $3,200 Sheila Runkle Dallas, OR $7,250 Shelli and Anthony Kern Salem, OR $4,440 Sherry Roberts Independence, OR $32,230 Sherry Seaman Mt. Vernon, WA $66,340 Sherry Wilson Aumsville, OR $2,600 Shirley and Michael Cain Irrigon, OR $4,200 Shirley Angulo Port Richey, FL $6,600 Sonja Jordan-Heath Keizer, OR $5,600 Steve Lane Salem, OR $121,070 Steve McMillian Branchville, SC $7,000 Steven Miller N/A $3,300 Susan Hinds Salem, OR $10,440 Susan Stoehr Canby, OR $33,000 Susie and Nathan Ellis Canby, OR $8,084 Tabitha Leaf Sandy, OR $23,840 Tae Lee Lancaster, SC $7,020 Tamara Cavilee Claremore, OK $1,340 Tamara Scott Depoe Bay, OR $18,140 Ted Diggs Salem, OR $107,030 Thomas & Frances Holland Dunnigan, CA $29,450 Thomas Jackson Aurora, NE $4,620 Thomas Sadler Fossil, OR $15,960 Tiffany Watson Salem, OR $19,980 Tim Alcorn Dallas, OR $21,450 Tim Husted Salem, OR $84,890 Tina Rogers Albany, OR $11,400 Tom and Terri Beach Salem, OR $4,620 Tommy & Norma Palmer Salem, OR $94,340 Trevor Smiley Eugene, OR $600 Trystin Howell Horseshoe Bend, AR $550 Tyler Nelson Salem, OR $6,050 Valerie Wright Salem, OR $28,820 Veron Robinson Salem, OR $25,240 Vincent Edie N/A $3,850 Vonnie Goodin La Pine, OR $5,440 Wayne Hendricks Salem, OR $25,440 Wendianne Rook Leaburg, OR $2,600 William Forester N/A $3,250 Yoshifumi Daikoku Seattle, WA $13,130 The Ad Hoc Group of Class Plaintiffs holds a judgment secured by a judgment lien against Debtor's real property located within Marion County. The Ad Hoc Group is owed $4,864,951 plus interest at the rate of 9% plus attorney fees and costs, yet to be awarded plus ongoing attorney fees and costs yet to be incurred. A copy of the Rule 2019 filing from PacerMonitor.com is available at https://is.gd/ckEuGB The firms can be reached at: Keith d. Karnes KARNES LAW OFFICES, PC 2701 12th St. NE Salem, OR 97302 Tel: 503-385-8888 Fax: 503-385-8899 E-mail: keith@keithkarnes.com - and – Kevin j. Rank, OSB RANK & ASSOCIATES, PC 1265 Waller St SE Salem OR 97302 Tel: 503-362-6068 Fax: 503-362-7095 E-mail: kevinr@opusnet.com About B. & J. Property Investments B. & J. Property Investments, Inc., is a privately held company engaged in commercial and industrial machinery and equipment rental and leasing. B. & J. Property Investments filed a Chapter 11 petition (Bankr. D. Ore. Case No. 19-60138) on Jan. 17, 2019. In the petition signed by William Berman, president, the Debtor reported a range of $1 million to $10 million in assets and the same range of liabilities. The case is assigned to Judge Peter C. McKittrick. The Debtor is represented by Tonkon Torp LLP. BARKER BOATWORKS: Strike Force Buying All Assets for $10.5M ----------------------------------------------------------- Barker Boatworks, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of substantially all assets to Strike Force Seven, LLC for $10,538,000, subject to better and higher offers. The Debtor has determined that it would be in the best interests of its creditors and its estate to maximize value through a sale of substantially all of its assets. Absent such a sale, the Debtor will most likely be facing a liquidation under Chapter 7 of the Bankruptcy Code which would achieve far less for creditors than a sale as a going concern. Prior to the filing of the Chapter 11 case, the Debtor received an offer from the Purchaser to purchase substantially all of the assets of the Debtor in a sale transaction under Section 363 of the Bankruptcy Code. The offer was memorialized in the Letter of Intent. In connection with the proposed sale by the Debtor of its assets, on April 19, 2019, the Court entered its Bid Procedures Order. The Bid Procedures Order granted the relief requested by the Debtor in an emergency motion filed with the Court on April 12, 2019, including the approval of (i) procedures in connection with the submission of competing bids for the purchase of any or all of the Debtor's assets, and (ii) a break-up fee to the Purchaser. On April 19, 2019, following the entry of the Bid Procedures Order, notice of the sale to the Purchaser, the competing bid procedures, the deadline to file objections to the sale, and the date and time of the Sale Hearing was mailed by the Debtor to all the Notice Parties. On April 22, 2019, the Debtor mailed the Bid Procedures Order to all remaining creditors of the Debtor listed on the Court's master mailing matrix for the case. On April 29, 2019, the Debtor and the Purchaser executed an Asset Purchase Agreement, which provides for the sale by the Debtor, and the purchase by the Purchaser, of substantially all of the assets of the Debtor for a total transaction consideration of approximately $10,538,000. The principal business terms of the Purchase Agreement are: a. The Seller will grant, sell, assign, transfer and deliver to the Buyer, and the Buyer will purchase from the Seller, the Purchased Assets, free and clear of any and all Liens, other than the Permitted Liens. b. The purchase price for the sale, assignment, and conveyance of the Seller's right, title, and interest in, to and under the Purchased Assets will be the sum of the following: (i) the cost to build the first five boats on order (estimated to be $1 million), (ii) the cost to build the next 27 boats on order (estimated to be $3.53 million), (iii) the 40' Cat boats tooling completion (estimated to be $1 million), (iv) the 40' Cat boats production cost for eight boats (estimated to be $2.72 million), (v) the amount of the Assumed Liabilities, (vi) the aggregate amount of any advances under the DIP Loan Facility plus any other DIP Loan Obligations, and (vii) an amount not to exceed $50,000 representing a carve-out for general unsecured creditors in the Bankruptcy Case. The actual amount of the Purchase Price will be included in the Sale Order. The Purchase Price will be paid by the Buyer's performance of the New Boat Contracts as contemplated by Section 7.4 of the Purchase Agreement, the Buyer's assumption and performance of the Assumed Liabilities, and the Buyer providing the DIP Loan Facility, in each case as described in the Purchase Agreement, and no portion of the Purchase Price will be paid in cash. For purposes of the Bid Procedures Order and this Motion, the Debtor has estimated the Purchase Price at approximately $10.538 million; however, the actual amount of the Purchase Price for purposes of the Auction will be determined by May 31, 2019 and provided to all potential Bidders, taking into account the then outstanding obligations under the Court-approved DIP financing facility with the Purchaser and the calculation of the liabilities to Existing Boat Customers with current boat deposits who agree to enter into a New Boat Contract with the Purchaser as to their current boat orders as provided in the Purchase Agreement. c. There will be no proration of personal property taxes with respect to the Purchased Assets or utility services with respect to the Business for the period prior to the Closing, and all such amounts will be paid by the Buyer when due. d. Subject to the terms, conditions, and other provisions of the Purchase Agreement, at and effective as of the Closing, the Buyer will assume the future payment and performance of (or, if otherwise stated in the Purchase Agreement, pay at the Closing) the Assumed Liabilities, as more particularly described in Section 2.3 of the Purchase Agreement. e. The obligations of the parties to close under the Purchase Agreement are subject to the satisfaction of the conditions precedent set forth in Article VIII of the Purchase Agreement, including the receipt of the Sale Order and the Contracts Assignment Order, which will be Final Orders. f. The Closing deliverables to be delivered by the Debtor and the Purchaser at the Closing are listed in Section 4.2 of the Purchase Agreement. g. The consummation of the sale and purchase of the Assets and the other transactions contemplated by and described in the Purchase Agreement will occur as soon as reasonably practicable, but in any event no later than the fifth Business Day following the day upon which all of the conditions precedent to Closing set forth in Article VIII of the Purchase Agreement have been satisfied or waived (other than those conditions precedent which by their terms cannot be satisfied until the Closing but subject to the fulfillment or waiver of those conditions precedent), or such other date as the Parties may mutually determine. h. The Purchase Agreement may be terminated and the transactions contemplated thereunder may be abandoned at any time. i. The Buyer agrees to offer all of the Existing Boat Customers the opportunity to enter into a New Boat Contract with the Buyer, to be effective following the Closing, which will include the terms and conditions set forth on Schedule 7.4 attached to the Purchase Agreement. The Buyer will provide the form of the New Boat Contract to all Existing Boat Customers by no later than May 7, 2019. The Buyer will use its best efforts to execute all of the New Boat Contracts by no later than May 24, 2019. The Debtor's assets will be sold, transferred and conveyed by the Debtor to the Purchaser at Closing free and clear of all Encumbrances. The Encumbrances of any creditors or claimants of any kind whatsoever will attach to the sale proceeds to the same extent, validity and priority as existed on the Debtor's assets as of the Petition Date. The Debtor presently intends to propose a plan of reorganization providing for the distribution of the sale proceeds to creditors. For all of the reasons set forth in this Motion, the Debtor, through the exercise of its business judgment, has determined that the sale of the Debtor's assets to the Purchaser and the other transactions set forth in the Purchase Agreement are in the best interests of the Debtor, its creditors and its estate. The Debtor has engaged in extensive efforts to market the Debtor's assets and has determined that the proposed Purchase Price offered by the Purchaser including the assumption of the Assumed Liabilities by the Purchaser is the highest and best offer received, is reasonable, represents fair market value, and the proposed sale is in the best interests of the estate. Moreover, the proposed sale is subject to higher and better offers which will insure that the price is fair and reasonable. At the Sale Hearing, the Debtor will request that the Court enter an order waiving the 14-day stays set forth in Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure and providing that the orders granting the Motion and the Contracts Motion be immediately enforceable and that the closing under the Purchase Agreement may occur immediately. In addition, the Debtor will request that the Court find that the Debtor has complied (and the Contracts Motion complies) with Rules 6006(e) and (f) of the Federal Rules of Bankruptcy Procedure. Any objection to the relief requested must be filed with the Court by no later than June 7, 2019 at 5:00 p.m. A hearing on the Motion is set for June 12, 2019 at 10:30 a.m. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Barker_Boatworks_59_Sales.pdf The Purchaser: STRIKE FORCE SEVEN, LLC 3703 South Atlantic Avenue, Apt. 1106 Daytona Beach Shores, FL 32118 Attn: Albert M. Jarrell, Manager E-mail: amj999@me.com With a copy to: CLARK HILL, PLC 301 Grant Street, 14th Floor Pittsburgh, PA 15219 Attn: Jeffrey J. Conn, Esq. Facsimile: (412) 394-2555 E-mail: jconn@clarkhill.com About Barker Boatworks Founded in 2014 by its current president, Kevin Barker, Barker Boatworks, LLC designs and builds boats. All Barker boats are "built to order" to the exact specifications of the customer's request. Barker Boatworks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03138) on April 5, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Michael G. Williamson. Stichter Riedel Blain & Postler, P.A., is the Debtor's counsel. BUSINESS FIRST: Files Chapter 11 Plan of Liquidation ---------------------------------------------------- Business First, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware a combined disclosure statement and chapter 11 plan of liquidation, dated May 31, 2019, which contemplates the liquidation of the Debtor and the resolution of outstanding claims against and interests in the Debtor. The Debtor, whose principal place of business is Houston, Texas, participated in the market that provided maintenance on integrated bridge solutions and marine electronics designed to improve navigation safety and operational efficiency. Class 3 under the plan consists of all general unsecured claims. Each Holder of an Allowed General Unsecured Claim will receive, on account of its Allowed General Unsecured Claim, payment in full in Cash from the Wind-Down Reserve as soon as reasonably practicable after the later of the Effective Date and the date on which such General Unsecured Claim becomes an Allowed General Unsecured Claim. All Plan Expenses may be paid by the Authorized Agent from the Wind-Down Reserve without further notice to Creditors or approval of the Bankruptcy Court. A copy of the Disclosure Statement is available at https://tinyurl.com/yy5bmeyj from Pacermonitor.com at no charge. About Business First Based in Houston, Texas, Business First, LLC -- https://www.telemarusa.com/ -- is a provider of navigation & communication equipment and services to the maritime industry. It also offers equipment installation, repairs, inspections and satellite airtime solutions. The company filed for chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 19-11223) on May 31, 2019, with estimated assets at $62,608 and total liabilities at $6,323,821. The petition was signed by Thomas Collins, officer. CLARE OAKS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Clare Oaks dba Assisi Healthcare Center at Clare Oaks dba Assisi Healthcare 825 Carillon Drive Bartlett, IL 60103 Business Description: Clare Oaks -- https://www.clareoaks.com/ -- is a not-for-profit corporation that operates a continuing care retirement community. Its facilities and services include independent living, assisted living, skilled nursing, rehabilitation, and memory care services. The Debtor previously sought bankruptcy protection on Dec. 5, 2011 (Bankr. N.D. Ill. Case No. 11-48903). Chapter 11 Petition Date: June 11, 2019 Court: United States Bankruptcy Court Northern District of Illinois (Eastern Division) Case No.: 19-16708 Judge: Hon. Donald R. Cassling Debtor's Counsel: Jean Soh, Esq. POLSINELLI PC 150 N. Riverside Plaza, Ste 3000 Chicago, IL 60606 Tel: 312 873-3628 310-556-1801 Fax: 312-873-2928 E-mail: jsoh@polsinelli.com Debtor's Financial Advisor: SOLIC CAPITAL ADVISORS, LLC Debtor's Notice, Claims, Balloting Agent and Administrative Advisor: STRETTO LLC Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petition was signed by Jeannene Walker, chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ilnb19-16708.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Acres Enterprises Inc. Trade $7,000 610 W. Liberty Street Wauconda, IL 60084 2. Allpoints, Inc. Trade $125,027 909 Lunt Ave Schaumberg, IL 60193 Tim Gerhardt Email: Tgerhardt@allpts.net 3. Ambit Energy Trade $23,000 Attn: Treasury Department 1801 N. Lamar, Suite 600 Dallas, TX 75202 Patty Castaneda Tel: (877) 455-7575 4. AT&T Trade $5,200 PO Box 5019 Carol Stream, IL 60197-5019 Tel: (800) 358-1111 5. Blue Cross Blue Trade $30,000 Shield of Illinois ER Payment 300 E. Randolph St. Chicago, IL 60601 6. Comcast Cable Trade $9,710 PO Box 3001 Southeastern, PA 19398-3001 Tel: (800) 391-3000 7. ComEd Trade $18,000 PO Box 6111 Carol Stream, IL 60197-6111 Tel: (877) 426-6331 8. First Midwest Bank Trade $13,662 2801 West Jefferson Street Joliet, IL 60435 Kelly Troha Tel: (708) 831-7640 Email: Kelly.Troha@Firstmidwest.com 9. HD Supply Facilities Trade $6,006 Maintenance P.O. Box 509058 San Diego, CA 92150-9058 Tel: (800) 798-8888 10. Industrial Door Company Trade $34,850 1555 Landmeier Rd. Elk Grove Village, IL 60007 Tel: (847) 574-8303 11. McKesson Medical-Surgical Inc. Trade $12,593 PO Box 630693 Cincinnati, OH 45263-0693 Tel: (763) 398-8736 12. Medline Industries, Inc. Trade $7,474 Dept CH 14400 Palatine, IL 60055-4400 Melanie - Taylor South (sales) Tel: (800) 388-2147 13. Omnicare, Inc. Trade-EF Refund $62,985 Dept 781668 PO Box 78000 Detroit, MI 48278-1668 Tel: (800) 407-2396 Ext. 5302 14. Rehab Care Group, Inc. Trade $148,503 SRS Division PO Box 503543 Sanit Louis, MO 63150-3534 Tel: (314) 863-0769 15. Schindler Elevator Trade $5,738 Corporation PO Box 93050 Chicago, IL 60673-3050 Marry Parris Tel: (630) 478-7177 Email: mary.parris@us.schinder.com 16. State of IL Trade $22,890 Healthcare & Family Services HFS/Bureau of Fiscal Op. PO Box 19491 Springfield, IL 62794 17. Sycso Food Services - Trade $43,143 Chicago, Inc. PO Box 5037 Des Plaines, IL 60017-5037 Debbie A. Frcek 024 Tel: (877) 246-9379 18. Vanguard Energy Trade $10,000 Services, LLC 29120 Network Place Chicago, IL 60673-1291 Tel: (630) 955-1500 19. Village of Barlett Trade $15,000 PO Box 581 Streamwood, IL 60107-0581 Tel: (830) 837-7168 20. Warehouse Direct Trade $5,565 2001 S. Mount Prospect Road Des Plaines, IL 60018 CLARE OAKS: Returns to Chapter 11 to Seek Buyer or Sponsor ---------------------------------------------------------- Clare Oaks, operator of a continuing care retirement community in Bartlett, Illinois, has returned to Chapter 11 bankruptcy after eight years to pursue a sale or affiliation process to find a sponsor. The Debtor leases and operates a continuing care retirement community ("CCRC") comprised of multiple connected buildings and ten cottages on 41 acres of land located in Bartlett, Illinois. The Property is owned by the Sisters of St. Joseph of the Third Order of St. Francis, Inc. ("SSJ-TOSF"). The Clare Oaks Campus includes 164 independent living units (including 10 cottages); 33 assisted living units (including 16 memory care units), and 120 skilled nursing units. As of the Petition Date, occupancy was at 76.3 percent. In fiscal year 2017, the Debtor recognized total operating revenue of $19.24 million and net operating income of $2.22 million. In fiscal year 2018, the Debtor recognized operating revenue of $18.08 million and net operating income of $1.75 million. For the period of June 1, 2018 through March 31, 2019, the Debtor has recognized operating revenue of $13.74 million and net operating income of $1.48 million. Prior Bankruptcy The development of the Clare Oaks Campus was financed through the issuance of tax-exempt revenue bonds (the "Series 2006 Bonds") by the Illinois Finance Authority in the principal amount of $112,725,000. As part of the development and construction of the Clare Oaks Campus, SSJ-TOSF made an equity contribution of $1.31 million, a subordinated loan of $3.1 million, and additional credit support, which could be drawn to a total of $5 million. Following the Great Recession, the housing market continued to struggle for a number of years, and in 2011 Clare Oaks began to default under various covenants in the Series 2006 Bonds. In December 2011, Clare Oaks filed a voluntary petition for relief pursuant to chapter 11 of the Bankruptcy Code. The 2011 Bankruptcy Case concluded with a plan of reorganization in 2012 sponsored by a majority of the holders of the Series 2006 Bonds. Among other things, the 2012 Bankruptcy Plan resulted in the issuance of new bonds (the "Series 2012 Bonds") in the aggregate amount of approximately $90 million (including Series C Bonds often referred to as "Hope Notes") that restructured the Series 2006 Bonds. In connection with the issuance of the Series 2012 Bonds, the Clare Oaks entered into these agreements: a. Bond Trust Indenture dated as of December 1, 2012 (the "Bond Indenture") between the Authority as Issuer and Wells Fargo Bank, National Association, as the prior bond trustee, and UMB Bank, N.A., in its capacity as successor bond trustee (the "Bond Trustee"); b. Loan Agreement dated as of December 1, 2012 between Clare Oaks and the Authority (the "Loan Agreement"); As of the Petition Date, the total outstanding obligation owed by Clare Oaks under the Series 2012 Bonds was $87.8 million. This includes approximately $4.7 million accrued interest on the Series 2012 Bonds. Events Leading to Second Filing Jeannene K. Walker, the CEO, explains that although the housing market which led to the 2011 Bankruptcy Case has rebounded somewhat, the dramatic changes in the healthcare market over the last decade have impacted the Debtor's operations. The healthcare industry as a whole, and CCRCs in particular, have faced financial difficulties during the recent years. While the Debtor has experienced reasonably stable occupancy for its independent living and assisted living units, competition has increased significantly in recent years. In addition, the Debtor's skilled nursing occupancy has been inconsistent and declining, in line with broader national industry trends for skilled nursing facility operators. The local market is more competitive than the national average. The number of skilled nursing beds at Clare Oaks exceeds the market need and it requires significant capital to convert the skilled nursing to another use, capital which the Debtor does not have. Importantly, the Debtor is a "stand alone" or independent CCRC in a rapidly consolidating national healthcare market. The Debtor has no sponsor, which creates substantial stress on operations and the inability to engage in long term capital projects. There is no financial sponsor to fund necessary capital expenditure costs, expansion or conversion to more profitable uses, or the ability to cover shortfalls. There is no corporate office in which there are consolidated sales, compliance, regulatory and financial teams supporting operations at the facility level. The crushing debt level of the Series 2012 Bonds makes it virtually impossible for the Debtor to borrow any money to pay for capital needs. The Debtor has a number of capital expenditure needs and lacks the money to fund them. Given the absence of a financial sponsor, the Debtor has effectively managed the costs on its own since the 2011 Bankruptcy Case and, despite these challenges, has significantly improved resident and patient care. Finally, in addition to declining revenue, the Debtor faces significant Entrance Fee refund liability in the pipeline with potential liability over the next few years that could exceed $10 million. This Entrance Fee refund liability poses challenges in attempting to restructure the existing debt obligations, and the Debtor believes it to be paramount that these obligations be honored. Due to the uncertainty of the financial future of the organization and liquidity concerns, the Debtor was unable to issue an audit for fiscal year ending June 30, 2018. Restructuring Attempts In 2016, Clare Oaks retained an investment banker to explore strategic affiliations. However, because the investment banker was unable to obtain a reasonable offer acceptable to all stakeholders, the Debtor shifted its focus to evaluating and implementing operational improvement opportunities. To that end, in 2017, the Debtor hired a business advisory firm to perform certain studies involving operational assessments, market pricing analysis, and competitive market analysis. The business advisory firm recommended revenue opportunities and expense reductions and the majority of such recommendations were implemented by the Debtor in an effort to turn around operations. Despite some operational improvement, the Debtor was unable to comply with the covenants and financial obligations under the Bond Documents. The Debtor must comply with a number of financial and other covenants and, over the past several months, has found complying with those covenants has become more challenging. In September 2018, the Debtor missed its historical debt service coverage ratio covenant and had significant concerns about the Debtor's ability to comply with this and other financial covenants. The Debtor continues to be in breach of the historical debt service coverage ratio and occupancy covenants for the quarters ending December 31, 2018 and March 31, 2019. Accordingly, in November 2018, the Debtor hired SOLIC Capital Advisors ("SOLIC") to serve as its financial advisor and to provide a strategic assessment to permit the Debtor to evaluate its potential options. Due to the missed covenants and liquidity issues, SOLIC recommended three strategic alternatives: (a) implement operational improvement initiatives; (b) undergo a significant capital restructuring; or (c) conduct a sale or change in control. SOLIC acknowledged that even if the Debtor incorporated significant operational improvement initiatives, such efforts would be inadequate to address liquidity concerns. The SOLIC Report also indicated that the Debtor's income available for debt service fell significantly below the Debtor's required interest payments, resulting in a monthly cash burn of $94,095 in the 12 months preceding the Petition Date. Simply stated, the Debtor's obligations under the Series 2012 Bonds are not sustainable. Based upon SOLIC's analysis, the Debtor would need a significant capital restructuring. Liquidity Constraints The most direct cause of the filing of the Chapter 11 case is the Debtor's liquidity constraints. As the Debtor began to miss certain covenants under the Bond Documents, financial pressure began to mount and sales efforts began to struggle. Despite instituting cost saving recommendations from the Debtor's advisors throughout 2018, the Debtor continued to face financial pressure, with no relief visible. The Debtor and the Trustee conferred repeatedly in an attempt to evaluate strategic alternatives as early as August and October of 2018. In February 2019, the Debtor shared the SOLIC analysis with the Trustee and its representatives. In March 2019, bondholders who executed appropriate nondisclosure agreements and agreed to restrict trading activities formed a group to evaluate the strategic options related to the Debtor (the "Restricted Group"). On April 30, 2019, the Debtor provided notice, in accordance with the Bond Documents, that an event of default occurred for the quarter ending March 31, 2019. Throughout April and May 2019, the Debtor and the Restricted Group continued negotiations in an attempt to reach a consensual forbearance agreement in light of the Debtor's anticipated default under the MTI. This included the Debtor's request for access to certain operating reserves controlled by the Trustee to provide additional liquidity. In April 2019, in reliance on these negotiations, the Debtor made its monthly debt service payment into the sinking fund on account of the 2012 Bonds. Pursuant to the Bond Documents, the Trustee controls an operating reserve (the "Operating Reserve"). The Operating Reserve is available for the Debtor's operating expenses, subject to the Trustee's authorization. In May 2019, when no payment was made by the Debtor into the sinking fund on account of the 2012 Bonds, the Trustee made a partial payment of $179,427 from the Operating Reserve. As of the Petition Date, the Operating Reserve has $1,303,149 in available funds. The Debtor and the Restricted Bondholders have attempted to reach agreement on a forbearance agreement, but have been unable to reach agreement on material terms. The Debtor's decision to file bankruptcy was motivated, among other things, by an attempt to preserve liquidity while it explores potential exit strategies. The Trustee also controls other reserves, including, but not limited to, a rent reserve and debt service reserve. Debtor's Sale and/or Restructuring Process The Debtor has sufficient cash collateral to continue operations during a potential sale process over the next 13 weeks, but requires additional liquidity to complete a full sale process. Unfortunately, the Debtor did not have sufficient time to conduct a prepetition sales and marketing process to select a stalking horse and then market the stalking horse bid pursuant to court-approved bid procedures. Accordingly, the Debtor seeks to run one marketing process while in Chapter 11 to find a strategic or financial acquirer or sponsor. In connection with the Debtor's negotiations with the Restricted Group and potential forbearance discussions, the Debtor expressed a desire to pursue a sale or affiliation process to find a sponsor. This included conferring with the Restricted Group on potential investment bankers or brokers to assist in the process. In May 2019, the Debtor retained Cushman & Wakefield of Illinois ("C&W") as a broker to market the Debtor's assets. The Debtor is finalizing a timeline with C&W and is attempting to obtain the Restricted Group's approval of a sale timeline that permits a reasonable time for the sale process in light of the Debtor's liquidity concerns. The Debtor anticipates filing a motion to approve bid procedures at the appropriate juncture in the Chapter 11 case and seek approval of a sale of substantially all of the Debtor's assets to put the Debtor on a solid financial footing to provide for the residents and patients that rely upon the Debtor now and into the future. First Day Pleadings Contemporaneously with the filing of its chapter 11 petition, the Debtor has filed various first day pleadings. The Debtor requests that each of the first day pleadings be granted, as they are vital to enabling the Debtor to maintain business operations with minimal disruption, protect its residents, and maximize the value of the Debtor's estate. About Clare Oaks Clare Oaks -- https://www.clareoaks.com/ -- is a not-for-profit corporation that operates a continuing care retirement community. Its facilities and services include independent living, assisted living, skilled nursing, rehabilitation, and memory care services. It previously sought bankruptcy protection (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011. Clare Oaks again sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-16708) on June 11, 2019. The Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Hon. Donald R. Cassling is the case judge. The Debtor tapped POLSINELLI PC as counsel; SOLIC CAPITAL ADVISORS, LLC, as financial advisor; STRETTO LLC as claims agent. CLARE OAKS: To Keep Residents' Information Confidential ------------------------------------------------------- Clare Oaks, operator of a continuing care retirement community in Bartlett, Illinois, filed a motion asking the Bankruptcy Court for approval to implement procedures to protect confidential information of current and former residents. In the ordinary course of business, the Debtor has access to and receives "protected health information" and data relating to Residents, which the Debtor is required to confidentially maintain pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Under the proposal: a. The Debtor will prepare and maintain a separate creditor matrix of the Residents (the "Resident Matrix"), and separate schedules of claims that may be asserted by and against the Residents (the "Resident Schedules"); b. The Debtor will permitted to file a redacted version of the Resident Schedules that redacts the names and addresses of the Residents and assigns a unique identification number to each of the Residents, provided, however, that the Resident Matrix and the Resident Schedules may be reviewed by (i) the Court, (ii) the Office of the U.S. Trustee, and (iii) any other party in interest that obtains, after notice and a hearing, an order directing the Debtor to disclose the Resident Matrix and Resident Schedules to such party; c. If the Debtor's proposed noticing and claims agent, Stretto, Inc., serves any document upon any person listed on the Resident Matrix, the Claims Agent is authorized to note in the certificate of service that the parties served include individuals listed on the Resident Matrix; d. To the extent any Resident discloses his or her own health information in any pleading, proof of claim, notice, or other publicly available document, the Debtor and its professionals will, and to the extent required by the Bankruptcy Code, the Bankruptcy Rules, or any other applicable law, rule, or court order, include protected health information about the Resident in any subsequent pleading, notice, document, list, or other public disclosure made in connection with the Chapter 11 case, and such disclosure will not be deemed to be an "impermissible disclosure" within the meaning of HIPAA or any regulation promulgated thereunder. About Clare Oaks Clare Oaks -- https://www.clareoaks.com/ -- is a not-for-profit corporation that operates a continuing care retirement community. Its facilities and services include independent living, assisted living, skilled nursing, rehabilitation, and memory care services. It previously sought bankruptcy protection (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011. Clare Oaks again sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-16708) on June 11, 2019. The Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Hon. Donald R. Cassling is the case judge. The Debtor tapped POLSINELLI PC as counsel; SOLIC CAPITAL ADVISORS, LLC, as financial advisor; STRETTO LLC as claims agent. CLOUD PEAK: Bayard Represents Holders of 24% of Shares ------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Bayard, P.A., provided notice that it is representing these shareholders in the Chapter 11 cases of Cloud Peak Energy Inc.: * William Crawford, * Patrick Markley, * Shawn Cariglio, * Kevin Bower, and * Rob Lupe. On May 20, 2019, the Shareholders retained Bayard, P.A., to represent them in connection with their request to the Office of the United States Trustees for the appointment of a statutory committee of equity security holders. The Shareholders act for members of an ad hoc group of shareholders of Cloud Peak Energy who own, in the aggregate, in excess of 24% of the outstanding shares of common stock of the company. Counsel for the Shareholders can be reached at: Neil B. Glassman, Esq. Scott D. Cousins, Esq. BAYARD, P.A. 600 N. King Street, Suite 400 Wilmington, DE 19801 Telephone: (302) 655-5000 E-mail: nglassman@bayardlaw.com scousins@bayardlaw.com About Cloud Peak Energy Cloud Peak Energy Inc -- http://www.cloudpeakenergy.com/-- is a coal producer headquartered in Gillette, Wyo. It mines low sulfur, subbituminous coal and provides logistics supply services. Cloud Peak owns and operates three surface coal mines and owns rights to undeveloped coal and complementary surface assets in the Powder River Basin. It is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del Lead Case No. 19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in assets and $634,982,000 in liabilities. The cases have been assigned to Judge Kevin Gross. The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards, Layton & Finger, P.A., as local counsel; Centerview Partners LLC as investment banker; FTI Consulting Inc. as operational advisor; and Prime Clerk LLC as claims and noticing agent. CLOUD PEAK: CSG and Cozen Represent Surety Bonds Issuers -------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of CSG and Cozen provided notice that they are representing these creditors in the Chapter 11 cases of Cloud Peak Energy, Inc., et al.: (1) Argonaut Insurance Company (Argo), (2) Aspen American Insurance Company and Aspen Specialty Insurance Company (ASPEN), and (3) Fidelity and Deposit Company of Maryland, Colonial American Casualty and Surety Company, and American Guarantee and Liability Insurance Company (F&D). Argo, as of Petition Date, issued approximately $121.9 million in surety bonds with respect to which Debtors are principals and/or indemnitors. Aspen, as of Petition Date, issued approximately $73.8 million in surety bonds with respect to which Debtors are principals and/or indemnitors. The Firms can be reached at: Scott A. Zuber, Esq. CHIESA SHAHINIAN & GIANTOMASI PC One Boland Drive West Orange, NJ 07052 Tel: (973) 530-2046 Facsimile: (973) 530-2246 E-mail: szuber@csglaw.com -and – Thomas J. Francella, Jr., Esq. COZEN O'CONNER 1201 North Market Street, Suite 1001 Wilmington, DE 19801 Telephone: (302) 295-2023 Facsimile: (302)-250-4495 E-mail: tfrancella@cozen.com About Cloud Peak Energy Cloud Peak Energy Inc -- http://www.cloudpeakenergy.com/-- is a coal producer headquartered in Gillette, Wyo. It mines low sulfur, subbituminous coal and provides logistics supply services. Cloud Peak owns and operates three surface coal mines and owns rights to undeveloped coal and complementary surface assets in the Powder River Basin. It is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del Lead Case No. 19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in assets and $634,982,000 in liabilities. The cases have been assigned to Judge Kevin Gross. The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards, Layton & Finger, P.A., as local counsel; Centerview Partners LLC as investment banker; FTI Consulting Inc. as operational advisor; and Prime Clerk LLC as claims and noticing agent. COMSTOCK RESOURCES: Moody's Puts Ratings Under Review for Upgrade ----------------------------------------------------------------- Moody's Investors Service placed Comstock Resources, Inc.'s ratings under review for upgrade following its announced plan to acquire Covey Park Energy LLC. Comstock's ratings under review include its B3 Corporate Family Rating, B3-PD Probability of Default Rating, and Caa1 senior unsecured debt rating. Comstock Escrow Corporation originally issued Comstock's existing senior unsecured notes which were subsequently assumed by Comstock pursuant to a merger of the two. Comstock's SGL-3 Speculative Grade Liquidity rating is unchanged. Covey's outlook was changed to stable and its ratings were affirmed including its B2 CFR, B2-PD PDR, and B3 senior unsecured debt rating. Comstock is acquiring Covey in a transaction valued at $2.2 billion. As part of the transaction, Comstock will issue $475 million of common and preferred equity, and borrow roughly $800 million on its revolver. The transaction is expected to close in July 2019. On Review for Upgrade: Issuer: Comstock Escrow Corporation Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa1 (LGD5) Issuer: Comstock Resources, Inc. Corporate Family Rating, Placed on Review for Upgrade, currently B3 Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD Affirmations: Issuer: Covey Park Energy LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5) Outlook Actions: Issuer: Comstock Escrow Corporation Outlook, Changed To Rating Under Review From Stable Issuer: Comstock Resources, Inc. Outlook, Changed To Rating Under Review From Stable Issuer: Covey Park Energy LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE Comstock's review for upgrade will focus on the credit profile benefits from increased scale and improved credit metrics. Based on the terms of the transaction as proposed, Moody's believes that Comstock's ratings will be upgraded to B2 CFR, B2-PD PDR, and B3 senior unsecured debt rating at close. If the new revolver's elected commitments are greater than $1.5 billion, which is not anticipated, the senior unsecured debt rating could be two notches below the CFR. Covey's change in outlook to stable from positive reflects that its ratings are unlikely to be changed at the close. If Comstock were to assume Covey's $625 million of senior unsecured notes due 2025, all senior unsecured notes of Comstock and Covey would share the same borrower and guarantor group. Covey's senior unsecured debt rating would be equalized with Comstock's senior unsecured debt rating, which Moody's believes would be upgraded to B3. Comstock's acquisition of Covey will result in meaningfully increased scale within the Haynesville Shale where proximity to increasing Gulf Coast demand is beneficial. The acquisition of Covey, which has highly complementary assets, significantly increases Comstock's reserves and production, driving economies of scale. Larger scale increases financial flexibility across the portfolio of assets and better positions Comstock for negotiations with midstream operators and oilfield service companies. Proximity to Henry Hub drives low basis differentials for natural gas production and the Haynesville has solid gathering and pipeline infrastructure. Basin concentration and natural gas weighted production constrain the credit profile. Concentration in the Haynesville results in overall performance being exposed to factors of a single region more so than companies with broad basin diversification. Moody's believes the strategic orientation toward natural gas drilling will tend to result in lower cash margins than for exploration and production companies that target oil. Comstock's credit metrics will improve as the company executes on a larger development program, growing production and reserves. During 2019, debt-to-proved developed reserves will be high. Leverage as measured by debt to average daily production will be at more modest levels. The large amount of proved undeveloped reserves require significant capital investment. Comstock's Bakken assets have oil-weighted production which contributes cash flow that supports Haynesville development activities. The company benefits from a sound hedging program which partially protects cash flow from commodity price volatility. The SGL-3 rating reflects Moody's expectation that Comstock will maintain adequate liquidity. As Comstock invests and further builds scale, it will generate negative free cash flow but move to positive free cash flow late in 2019. The company will borrow further under its revolver during 2019 to support growth. As part of the transaction, Comstock will establish a new RBL revolver with $1.5 billion of elected commitments (and a $1.575 billion borrowing base) expiring in 2024. At the close of the transaction, about $1.25 billion is anticipated to be outstanding on the revolver. The heavy reliance on the revolver constrains liquidity. The revolver has two financial covenants comprised of a maximum net leverage ratio of 4x and a minimum current ratio of 1x. Moody's anticipates the company will maintain compliance with these covenants over the next twelve months. The convertible preferred equity will pay dividends at a rate of 10% but will have a perpetual maturity. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Comstock, headquartered in Frisco, Texas, is a publicly traded independent exploration and production company with operations focused in the Haynesville. The company is majority-owned by Jerry Jones and upon the acquisition of Covey, its existing equity sponsor, Denham Capital Management, will become the second largest shareholder. Covey, headquartered in Dallas, Texas, is a privately owned independent exploration and production company focused on natural gas production in the Haynesville. DELTA FARM: Plan Outline Hearing Set for July 17 ------------------------------------------------ According to a notice, Bankruptcy Judge Jason D. Woodard is set to hold a hearing on July 17, 2019 at 10:30 a.m. to consider and act upon Delta Farm Services, LLC's disclosure statement. Objections to the disclosure statement must be filed on or before July 3, 2019. About Delta Farm Services Delta Farm Services, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Miss. Case No. 18-12668) on July 11, 2018, listing $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Jason D. Woodard presides over the case. The Debtor hired the Law Offices of Craig M. Geno, PLLC as its legal counsel. EMPIRE GENERATING: July 8 Auction of All Assets Set --------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized the bidding procedures of Empire Generating Co., LLC and affiliates in connection with the sale of (a) all of the issued and outstanding membership interests of Holdings owned by TTK Empire, which indirectly owns all of the issued and outstanding membership interests of Empire Generating, or, alternatively (b) all or substantially all of Empire Generating's assets, to Empire Acquisition, LLC for (a) approximately $353,436,448 in principal amount plus all accrued and unpaid interest, fees and expenses accrued through the Closing Date other than the fees and expenses of the Prepetition Agent and its professional advisors, representing the Credit Bid Amount, and (B) $30,000, representing the Wind Down Amount, subject to overbid. The relief requested in the Motion as it relates to the Bid Procedures and Bid Protections and the scheduling of and notice to be approved with respect to the Auction and the Sale Hearing is granted and approved as set forth in the Bid Procedures Order. The sale will be free and clear of any interests. Empire Acquisition, LLC is approved to be the Stalking Horse Bidder. The Stalking Horse Bidder is deemed a Qualified Bidder, and the Stalking Horse Bid as set forth in the Purchase Agreement is deemed a Qualified Bid. The Bid Protections are approved in their entirety, including, without limitation, the right to a Break-Up Fee of $1 million, plus an Expense Reimbursement for up to $2 million. The Debtors are authorized and directed to pay the Break-Up Fee and Expense Reimbursement in accordance with the terms of the Purchase Agreement without further order of the Court. The Debtors' obligation to pay the Expense Reimbursement and Break-Up Fee will be the joint and several obligations of the Debtors and will survive termination of the Purchase Agreement, dismissal or conversion of any of the Chapter 11 Cases, and confirmation of any plan of reorganization or liquidation. The Prepetition Collateral Agent will have the unqualified right to credit bid on behalf of the Prepetition Lenders up to the full amount of the Secured Obligations in connection with the Sale. The salient terms of the Bidding Procedures are: a. Bid Deadline: July 3, 2019 at 5:00 p.m. (ET) b. Initial Bid: Provide for a Purchase Price equal to or greater than the Purchase Price stated in the Purchase Agreement (which is comprised of (A) approximately $353,436,448 in principal amount plus all accrued and unpaid interest, fees and expenses accrued through the Closing Date other than the fees and expenses of the Prepetition Agent and its professional advisors, representing the Credit Bid Amount, and (B) $30,000, representing the Wind Down Amount), plus (x) the amount of the Break-Up Fee ($1 million), plus (y) the Expense Reimbursement ($2 million) (each as defined and set forth in the Purchase Agreement), plus (z) a minimum overbid amount of $1 million, which in the aggregate is a minimum overbid amount of $4 million. A Qualified Bid (other than those bids by the Stalking Horse Purchaser) must provide for a cash amount of the Purchase Price sufficient to repay all outstanding obligations under the Credit Agreement2 that are credit bid pursuant to the Stalking Horse Purchase Agreement. c. Deposit: 10% of the cash purchase price d. Auction: If there are two or more Qualified Bids received in accordance with the Bid Procedures, the Auction will take place on July 8, 2019 at 10:00 a.m. (ET) at the offices of Hunton Andrews Kurth LLP, 200 Park Avenue, New York, NY 10166, or such other place and time as the Debtors will notify all parties in interest attending the Auction. e. Bid Increments: $1 million f. Sale Hearing: July 19, 2019 at 10:00 a.m. (ET) g. Sale Objection Deadline: June 26, 2019 at 5:00 p.m. (ET) The notice procedures are approved. Three business days after entry of the Bid Procedures Order, or as soon thereafter as such parties can be identified, the Debtors will cause (a) the Notice of Bid Procedures, Auction Date and Sale Hearing, and (b) a copy of the Bid Procedures Order upon all Notice Parties. Three business days after entry of the Bid Procedures Order, the Debtors will serve the Notice of Bid Procedures, Auction Date and Sale Hearing on all known creditors of the Debtors. Seven days after entry of the Bid Procedures Order, subject to applicable submission deadlines, the Debtors will publish an abbreviated version of the Notice of Bid Procedures, Auction Date and Sale Hearing once in one or more regional and/or national publications that the Debtors, in their business judgment, deem appropriate. Three business days after the entry of the Bid Procedures Order, the Debtors will serve the Notice of Assumption or Assumption and Assignment on all non-Debtor parties to the Assigned Contracts. The Notice of Bid Procedures, Auction Date and Sale Hearing, and the Notice of Assumption or Assumption and Assignment are approved. The Contract Objection Deadline is 5:00 p.m. (ET) on June 26, 2019. Within one day after the conclusion of the Auction, the Debtors will serve a notice identifying the Successful Bidder and Backup Bidder to the non-Debtor parties to the Assigned Contracts that have been identified in such Successful Bid and Backup Bid. The 14-day stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived, for cause, and the Bid Procedures Order will be effective immediately upon its entry. The automatic stay pursuant to section 362 of the Bankruptcy Code is modified with respect to the Debtors to the extent necessary, without further order of the Court, to allow the Stalking Horse Bidder to deliver any notice provided for in the Purchase Agreement, including, without limitation, a notice terminating the Purchase Agreement, and allow the Stalking Horse Bidder to take any and all actions permitted under the Purchase Agreement in accordance with the terms and conditions thereof. All time periods set forth in this Bid Procedures Order will be calculated in accordance with Bankruptcy Rule 9006(a). A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Empire_Generating_99_Order.pdf About Empire Generating Empire Generating Co LLC engages in the generation and sale of natural gas fired electricity in New York. It owns and operates a power plant in Rensselaer, New York. Empire Generating is ultimately owned by non-debtor TTK Power, LLC, which in turn is indirectly owned by three sponsors: Tyr TTK Power, LLC ("Tyr"), KPIC USA, LLC ("Kansai") and TG TTK Power, LLC Empire Generating Co, LLC, Empire Gen Holdco, LLC, Empire Gen Holdings, LLC, and TTK Empire Power, LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-23007) on May 19, 2019. Empire Generating estimated assets and liabilities of $100 million to $500 million as of the bankruptcy filing. The Hon. Robert D. Drain is the case judge. The Debtors tapped HUNTON ANDREWS KURTH LLP and STEINHILBER SWANSON LLP as counsel; RPA ADVISORS as financial advisor; and OMNI MANAGEMENT GROUP, INC. as claims agent. FAYE FOODS: 6th Cir. Affirms Denial of Sanctions to TDOR -------------------------------------------------------- In the appeals case captioned MICHAEL E. COLLINS, Plaintiff-Appellee/Cross-Appellant, v. TENNESSEE DEPARTMENT OF REVENUE, Defendant-Appellant/Cross-Appellee, Nos. 18-5378, 18-5386 (6th Cir.), the United States Court of Appeals, Sixth Circuit affirms the bankruptcy court's denial of sanctions to the Tennessee Department of Revenue. The Court also affirms the bankruptcy court's decision that TDOR issued the levy outside the applicable statute of limitations for most of the taxes in question. The appeal arises from a Chapter 11 bankruptcy with a lengthy procedural history. Three years after the bankruptcy of debtor corporation Faye Foods ended, the TDOR levied on Faye Foods's account for post-petition taxes for which Faye Foods filed tax returns but did not pay. There are two separate, cross-appealed issues in this case. TDOR appeals the bankruptcy court's determination that the statute of limitations barred recovery of most of the taxes imposed. The parties disagree on whether the applicable statute of limitations, which requires that taxes be levied within six years after they are assessed, was tolled during the bankruptcy. All but two of the tax claims were assessed more than six years before the levy was imposed, so if the statute of limitations was not tolled, the levy was time-barred for most of the taxes. Meanwhile, Collins appeals the bankruptcy court's decision declining to impose sanctions on TDOR. To determine whether the statute of limitations and tolling provision apply to TDOR's levy, we must analyze a web of interlocking Tennessee statutes and federal bankruptcy law. Under Tennessee law, the state has six years to collect taxes via levy, beginning on the date that the taxes are recorded. TDOR claims that the statute of limitations does not apply; but if it does apply, it was statutorily tolled under Tenn. Code Ann. § 28-1-109, which extends the statute of limitations during the time that an injunction prevents a party from filing an action. According to TDOR, the automatic stay in the bankruptcy case was an injunction that prevented TDOR from collecting taxes until Oct. 1, 2012, the "effective date" of the bankruptcy plan on which the stay expired. Therefore, TDOR argues, the statute of limitations was tolled and the levy it executed in October 2015 was timely. In response, Collins again argues that the tolling provision does not apply to TDOR because another section of Title 28 states that the provisions of Title 28 do "not apply to actions brought by the [S]tate of Tennessee, unless otherwise expressly provided." Collins asserts that nothing in Title 28 "expressly provides" the benefit of the tolling provision to the State. Accordingly, Collins argues, the bankruptcy court correctly held, pursuant to the district court's order on remand, that the State is subject to the statute of limitations in Title 67, but not the tolling provision in Title 28. The Court concludes that the TDOR levy was barred by the statute of limitations because the statute of limitations applies to the State, the tolling provision does not apply to the State, and the statute of limitations was not equitably tolled. Accordingly, the Court affirms the decision of the bankruptcy court on this issue. The bankruptcy court rejected Collins's argument that TDOR knowingly and intentionally violated the discharge injunction by levying the taxes at issue on debtor's bank account. The bankruptcy court explained that the taxes were not in fact discharged because Faye Foods prepared and filed tax returns but did not pay the taxes due; TDOR filed a proof of claim before the deadline for filing applications for administrative claims expired; and federal law requires payment of state taxes during the pendency of a bankruptcy case. As a result, TDOR's claim "should have been paid together with other administrative claims as provided in the Plan," but it was not discharged. The court also rejected two other, threshold arguments advanced by Collins regarding the formalities of filing a proof of claim. Collins then argued that sanctions should be imposed based on the bankruptcy court's equitable powers. The bankruptcy court rejected this argument too, first on the merits by finding that TDOR had not engaged in any sanctionable conduct. Second, the court found that it lacked jurisdiction because there was no violation of the discharge injunction. All that remained was a dispute over the levying of taxes between the state of Tennessee and a taxpayer, which does not belong in federal bankruptcy court. The district court affirmed the denial of sanctions based on a violation of the discharge injunction for the same reasons as the bankruptcy court. As for the sanctions argument based on the bankruptcy court's equitable powers, the district court moved directly to the merits and decided that sanctions were not warranted based on the factual record, as Collins had not established bad faith, intentional abuse, or knowing disregard on TDOR's part. The Court reviews the bankruptcy court's decision to deny sanctions for abuse of discretion. Regarding the discharge injunction issue, the bankruptcy court explained that sanctions were not warranted because TDOR did not violate the discharge injunction, as the taxes were not discharged. The Court agrees, for the reasons explained by the bankruptcy court. Furthermore, Collins again fails on appeal to establish bad faith, intentional abuse, or knowing disregard on TDOR's part. Accordingly, the Court affirms the bankruptcy court's denial of sanctions. A copy of the Court's Decision dated March 6, 2019 is available at https://bit.ly/2WZUYcs from Leagle.com. The case is In re FAYE FOODS, INC., Chapter 11, Debtor, Case No. 05-23072-L (Bankr. W.D. Tenn.). FTD COMPANIES: Taps Omni Management as Claims Agent --------------------------------------------------- FTD Companies, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Omni Management Group, 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. Omni Management's hourly rates are: Analyst $25 - $40 Consultant $50 - $125 Senior Consultant $140 - $155 Equity Services $175 Technology/Programming $85 - $135 President/Executive Waived Prior to the Petition Date, the Debtors paid the firm a retainer in the amount of $25,000 Alison Miller, senior vice president of Omni Management, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Omni can be reached through: Alison Miller Omni Management Group, Inc. 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: 212-302-3580 Fax: 212-302-3820 Email: nycontact@omnimgt.com About FTD Companies FTD Companies, Inc. -- http://www.ftdcompanies.com/-- is a premier floral and gifting company. Through its diversified family of brands, it provides floral, specialty foods, gifts, and related products to consumers primarily in North America. It also provides floral products and services to retail florists and other retail locations throughout these same geographies. FTD has been delivering flowers since 1910, and the highly-recognized FTD brand is supported by the iconic Mercury Man logo, which is displayed in over 30,000 floral shops in more than 125 countries. In addition to FTD, its diversified portfolio of brands includes these trademarks: ProFlowers, Shari's Berries, Personal Creations, Gifts.com, and ProPlants. FTD Companies is headquartered in Downers Grove, Ill. On June 3, 2019, FTD Companies and 14 domestic subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11240). The Debtors disclosed $312.7 million in assets and $374.9 million in liabilities. Judge Laurie Selber Silverstein presides over the cases. The Debtors tapped Jones Day as legal advisor, and Moelis & Company LLC and Piper Jaffray & Co. as investment bankers and financial advisors. AP Services, LLC, an affiliate of AlixPartners, provides restructuring services. Omni Management Group is the claims agent and has put up the site http://www.FTDrestructuring.com/ GARRETT LIMESTONE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Garrett Limestone Company, Inc. 451 Stoystown Road Somerset, PA 15501-6927 Business Description: Garrett Limestone Company, Inc. -- https://www.garrettlimestone.com/ -- specializes in providing homeowners, businesses, and institutions with natural limestone and crushed stone. Chapter 11 Petition Date: June 11, 2019 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Case No.: 19-70352 Judge: Hon. Jeffery A. Deller Debtor's Counsel: Paul J. Cordaro, Esq. CAMPBELL & LEVINE, LLC 310 Grant Street, Suite 1700 Pittsburgh, PA 15219 Tel: 412-261-0310 Fax: 412-261-5066 E-mail: pjc@camlev.com - and - Kathryn L. Harrison, Esq. CAMPBELL & LEVINE, LLC 310 Grant Street, Suite 1700 Pittsburgh, PA 15219 Tel: 412-261-0310 Fax: 412-261-5066 E-mail: klh@camlev.com - and - Adam M. Levine, Esq. CAMPBELL & LEVINE, LLC 310 Grant Street, Suite 1700 Pittsburgh, PA 15219 Tel: 412-261-0310 E-mail: aml@camlev.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gregory A. Maust, 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/pawb19-70352.pdf GENERAL CAPACITOR: Hires Davis George Moye as Special Counsel ------------------------------------------------------------- General Capacitor, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Florida to employ Davis George Moye, Esq., as special counsel to the Debtor. General Capacitor hires Davis George Moye as special counsel in the Chapter 11 bankruptcy case to assist in the administration of the Debtor's estate. Davis George Moye will be paid at the hourly rate of $150. Davis George Moye is a prepetition creditor of the Debtor in the amount of $22,298. Davis George Moye will also be reimbursed for reasonable out-of-pocket expenses incurred. Davis George Moye, 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. Davis George Moye can be reached at: Davis George Moye, Esq. 518 Short St. Tallahassee, FL 32308 About General Capacitor General Capacitor, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 19-40279) on May 16, 2019, disclosing under $1 million in both assets and liabilities. The Debtor tapped Byron Wright, III, Esq., Bruner Wright, P.A., as counsel, and Davis George Moye, Esq., as special counsel. GOODWILL INDUSTRIES: Seeks to Hire Whiteford Taylor as Counsel -------------------------------------------------------------- Goodwill Industries of South Central Virginia, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire Whiteford, Taylor & Preston LLP as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code and assisting the Debtor in any potential sale of its assets. Whiteford has agreed to charge these hourly fees for the attorneys designated to handle the case: Michael Hastings $495 Brandy Rapp $330 Jennifer Wuebker $300 Whiteford is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael E. Hastings, Esq. Whiteford, Taylor & Preston LLP 10 S. Jefferson Street, Ste 1110, Drawer 1101 Roanoke, VA 24011 Tel: 540-759-3579 Fax: 540-759-3569 E-mail: mhastings@wtplaw.com - and - Brandy M. Rapp, Esq. Whiteford, Taylor & Preston LLP 10 S. Jefferson Street, Suite 1110 Roanoke, VA 24011 Tel: 540-759-3577 Fax: 540-759-3567 E-mail: brapp@wtplaw.com About Goodwill Industries of South Central Virginia Inc. Goodwill Industries of South Central Virginia, Inc. -- https://goodwillscv.org/ -- is a nonprofit agency that provides education and career services for individuals attempting to enter the workforce. Established in 1972, the company offers training and career opportunities for people with barriers to employment. Goodwill Industries of South Central Virginia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-61207) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Paul M. Black. Whiteford, Taylor & Preston LLP is the Debtor's counsel. HARSCO CORP: Moody's Affirms Ba1 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed Harsco Corporation's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and SGL-2 Speculative Grade Liquidity Rating. Concurrently, Moody's upgraded the existing senior secured term loan B rating to Baa3 from Ba1 and existing senior secured revolving credit facility rating to Baa3 from Ba1 and assigned a Baa3 rating to the proposed $700 million senior secured revolving credit facility. The existing $500 million senior secured revolving credit facility will be withdrawn upon closing of the new revolver. These actions follow Harsco's announcement that the company would use proceeds from the sale of its Air-X-Changers business to repay approximately $317 million of the term loan and $150 million of the revolver balance. Moody's also assigned a Ba2 rating to the proposed $500 million senior unsecured notes offering due 2027, the proceeds of which will be used along with a revolver drawdown to finance the acquisition of Clean Earth Inc., a specialty waste processing company. The combination of less secured debt and the introduction of unsecured debt in the capital structure results in a lower expected loss for the term loan and revolver and a one-notch uplift from the CFR under Moody's Loss Given Default methodology. The outlook is stable. Outlook Actions: Issuer: Harsco Corporation Outlook, Remains Stable Affirmations: Issuer: Harsco Corporation Probability of Default Rating, Affirmed Ba1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba1 Upgrades: Issuer: Harsco Corporation Senior Secured 1st Lien Term Loan B1 due 2024, Upgraded to Baa3 (LGD2) from Ba1 (LGD3) Senior Secured Revolving Credit Facility due 2021, Upgraded to Baa3 (LGD2) from Ba1 (LGD3) Assignments: Issuer: Harsco Corporation Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) Senior Secured Revolving Credit Facility due 2024, Assigned Baa3 (LGD2) RATINGS RATIONALE The Ba1 CFR is supported by Harsco's conservative balance sheet management and focus on debt reduction, strong free cash flow generation, diversified revenue stream, size and scale. With the sale of Air-X-Changers and the acquisition of Clean Earth, Harsco moves one step closer to becoming a pure play environmental services provider. Proforma for the transactions, environmental services will represent 76% of Harsco's annual revenues, up from 62%. The company has also announced its intention to divest of the remaining two businesses within its Industrial segment, IKG and Patterson-Kelley, which represent 9% of proforma annual revenue. The segment shift will help reduce earnings volatility resulting from cyclical end markets and focus on businesses with a recurring revenue component. Harsco's debt/EBITDA will rise to 3.3x on a proforma basis following the transactions but is expected to decline to pre-transaction levels by 2020. The decline in debt leverage is expected to be achieved through EBITDA growth and modest margin expansion. Revenues are geographically diverse with close to half of sales coming from outside of North America. At the same time, the Ba1 CFR considers Harsco's exposure to the global steel industry, as revenues generated from long-term site contracts within the Harsco Environmental segment are driven by steel production. In addition, revenue generated from the sale of recycled materials such as roofing granules can vary based on underlying end market demand. The stable rating outlook assumes the company's key credit metrics, including debt/EBITDA and EBIT / Interest Expense will trend back to pre-transaction levels within the next twelve months. The stable outlook also considers Harsco's further diversification out of non-environmental service businesses over the next two years. The rating could be upgraded if EBIT to interest expense remains above 3.0x, adjusted debt to EBITDA is sustained below 3.0x and the company's liquidity profile improves. The rating could be downgraded if adjusted EBIT to interest expense is sustained at or below 2.5 times, adjusted debt to EBITDA remains above 3.5 times or there is a significant deterioration in the liquidity profile. Harsco Corporation, headquartered in Camp Hill, PA, is a diversified industrial service company focused on global markets for outsourced services to metal industries, metal recovery & mineral-based products, railway track maintenance and certain industrial equipment. Revenues for the 12 months ended March 31, 2019 totaled approximately $1.8 billion. HEXION INC: Moody's Gives B1 CFR & Rates $1.2BB 1st Lien Loans Ba3 ------------------------------------------------------------------ Moody's Investors Service has assigned a B1 Corporate Family Rating and a Speculative Grade Liquidity rating of SGL-2 to Hexion, Inc., as well as a Ba3 rating to its roughly $1.2 billion senior secured first lien term loans and $450 million in senior unsecured notes. Proceeds from this debt plus a $300 million rights issue will be used to repay the existing Debtor-in-Possession (DIP) debt, pay roughly $1.4 billion to its prior first lien note holders and make other payments required by its bankruptcy court approved Plan of Reorganization (POR). These ratings assume that the final documentation for the rated debt will be consistent with the draft term sheets provided to Moody's. The rating outlook is stable. The confirmation hearing for the POR is currently scheduled for June 24, 2019. Hexion will emerge from bankruptcy subsequent to the confirmation hearing. "The approved plan of reorganization will remove roughly 50% of Hexion's prior debt and provide access to a $350 million ABL facility, ensuring that it will have enough liquidity to operate and make the necessary investments to improve its cost structure," stated John Rogers Senior Vice President at Moody's and lead analyst on Hexion. Outlook Actions: Issuer: Hexion, Inc. Outlook, Assigned Stable Assignments: Issuer: Hexion, Inc. Probability of Default Rating, Assigned B1-PD Corporate Family Rating, Assigned B1 Speculative Grade Liquidity Rating of SGL-2 $600 million Gtd. Senior Secured 1st Lien Term Loan due 2026, Assigned Ba3 (LGD3) $450 million Senior Unsecured Notes due 2027, Assigned B3 (LGD5) Issuer: Hexion International Cooperatief U.A. €540 million Gtd. Senior Secured 1st Lien Term Loan due 2026, Assigned Ba3 (LGD3) RATINGS RATIONALE Hexion's B1 CFR reflects the substantial reduction in leverage as a result of the bankruptcy process, an independent board, its size and global footprint, and the expectation for meaningful free cash flow generation. The company is expected to announce the members of its independent board before it emerges from bankruptcy. The rating is tempered by relatively modest EBITDA margins (high single digits), exposure to volatile feedstock prices and some cyclical end markets, which have created volatility in its profitability over the past several years. The company's credit metrics are somewhat weak due to destocking and declining commodity prices in the fourth quarter of 2018 and first quarter of 2019, with pro forma Debt/EBITDA of 7.0x and Retained Cash Flow/Debt (RCF/Debt) of over 5% . Under more normal market conditions and without the burden of costs related to the bankruptcy, Moody's expects pro forma metrics to be stronger with Debt/EBITDA of under 5.5x and RCF/Debt of over 10%. The aforementioned metrics reflect Moody's Global Standard Adjustments, which include the capitalization of pensions ($210 million) and operating leases ($99 million). The Ba3 ratings on the first lien term loans reflect the presence of a collateral allocation mechanism between the US and Euro tranches, which should equalize recoveries in the event of bankruptcy. The term loans are secured by a first lien on the non-ABL assets and a second lien on the ABL collateral. The unsecured notes are two notches down from the CFR due to the substantial amount of secured debt in the capital structure. The stable outlook reflects Moody's expectation that management will continue to focus on improving its global cost position, increasing free cash flow, pursuing bolt-on acquisitions and further reducing leverage. Additionally, it assumes that management's financial policies will be conservative and that the board will be truly independent subsequent to its emergence from bankruptcy. The six largest shareholders are not expected to be part of the board. Moody's could consider upgrading Hexion's rating if it establishes a track record of reducing debt, leverage declines below 4.0x, RCF/Debt rises toward 15% and free cash flow generation consistently exceeds $150 million per year. Moody's would likely downgrade Hexion's rating if leverage remains above 6.0x, RCF/Debt remains in the mid-single digits and the company fails to consistently generate more than $50 million of free cash flow per year. The SGL-2 rating reflects the company's good liquidity with a moderate cash balance of $50 -100 million and access to the vast majority of its $350 million ABL revolver. The ABL expires in 2024 and has a springing fixed charge coverage ratio of 1.0x when availability falls below the greater of $30 million or 10% of the collateral value. The SGL-2 also reflects the fact that final drafts of the agreements were not yet available. Hexion is a leading producer of thermoset resins (epoxy, phenolic and amino). The company is also a supplier of specialty resins sold to a diverse customer base, as well as a producer of base chemiclas such as formaldehyde, bisphenol A (BPA), epichlorohydrin (ECH), versatic acid derivatives. Revenues are approximately $3.75 billion. HEXION INC: S&P Raises ICR to 'B' on Expected Bankruptcy Exit ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'B' from 'D' on Hexion Inc., which is expected by the rating agency to emerge from bankruptcy with a revised capital structure on or about July 1, 2019, after initially filing for Chapter 11 protection in April 2019. S&P also assigned a 'BB-' issue-level rating with a '1' recovery rating to the company's proposed term loan facility and a 'B-' issue-level rating with a '5' recovery rating to the proposed notes. The upgrade of Hexion reflects S&P's expectation for the company's emergence from bankruptcy with a revised capital structure. The emergence and associated financing is subject to several factors, including a reorganization plan confirmation hearing with the U.S. Bankruptcy Court on June 24, 2019. S&P notes that its ratings and analysis are subject to final terms and conditions of the transaction. The stable outlook reflects Hexion's significantly reduced balance sheet debt related to the company's bankruptcy restructuring and a relatively unchanged business. Following emergence, S&P expects the company's debt to EBITDA to remain slightly above 5x on a weighted average, forward-looking basis. S&P expects low- to mid-single-digit revenue growth to be supported in 2019 by its expectation for GDP growth of 2.2% in the U.S., 1% in Europe, and 5.2% in Asia Pacific. The rating agency is not expecting any debt-funded shareholder rewards or transformational mergers and acquisitions. It expects the company's business profile to remain unchanged, with no major divestitures in the near term. The rating on Hexion assumes that the company will focus on maintaining a sustainable balance sheet consistent with its capabilities and marketplace conditions and that it will no longer be controlled a financial sponsor including by Apollo Global Management LLC. "We could lower the rating if credit measures deteriorated such that debt to EBITDA increased above 6.5x over the next year. In such a scenario, we would expect revenue to fall 1.5% and EBITDA margins to shrink 100 basis points below our expectations," S&P said. This could happen if the company experiences significant weakness in its end markets or if raw materials spike and the company cannot pass on costs in a timely manner, or if there are any unexpected operational missteps following emergence, according to the rating agency. S&P said it could also consider a negative rating action if liquidity worsens, such that sources over uses falls below 1.2x, or if the company changes its proposed financial policy, resulting in significantly increased debt levels to finance shareholder rewards or acquisitions. "We could consider a positive rating action on Hexion over the next year if stronger-than-expected operating performance causes leverage to improve to levels such that debt to EBITDA remains below 5x on a sustainable basis. Such a scenario could happen if revenue grew by 0.5% and EBITDA margins improved by 200 bps beyond our expectations," S&P said, adding that this could happen if macroeconomic conditions improve materially from early 2019 levels or the company achieves more than expected savings from cost reduction initiatives. Before raising the rating, S&P said it would need to gain comfort that financial policies support such lower leverage levels. HILLTOP ENERGY: Seeks to Hire Cole Schotz as Counsel ---------------------------------------------------- Hilltop Energy, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Cole Schotz P.C., as counsel to the Debtor. Hilltop Energy requires Cole Schotz to: a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession; b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors' estates; c) prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtors' estates; d) advise the Debtors concerning, and prepare responses to, applications, motions, other pleadings, notices and other papers that may be filed by other parties in these Chapter 11 Cases; e) attend meetings and negotiate with representatives of creditors and other parties in interest, attend court hearings, and advise the Debtors on the conduct of their Chapter 11 Cases; f) take all necessary actions in connection with the Plan and related Disclosure Statement, as each may be amended from time to time, and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates and the implementation of the Plan; and g) perform all other necessary legal services in connection with the prosecution of the Chapter 11 Cases. Cole Schotz will be paid at these hourly rates: Members and Special Counsel $405 to $950 Associates $275 to $500 Paralegals $205 to $310 Litigation Support Specialists $205 to $405 Prior to the Petition Date, Cole Schotz incurred fees and expenses totaling $332,939, received retainers and payments totaling $262,773, and provided a courtesy reduction in the amount $70,167. As of the Petition Date, the Debtors did not owe Cole Schotz any amounts for legal services rendered before the Petition Date. Cole Schotz will also be reimbursed for reasonable out-of-pocket expenses incurred. Norman L. Pernick, a partner at Cole Schotz 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 Debtors and their estates. Cole Schotz can be reached at: Norman L. Pernick, Esq. J. Kate Stickles, Esq. Katherine M. Devanney, Esq. 500 Delaware Ave., Suite 1410 Wilmington, DE 19801 Tel: (302) 652-3131 Fax: (302) 652-3117 E-mail: npernick@coleschotz.com kstickles@coleschotz.com kdevanney@coleschotz.com About Hilltop Energy Hilltop Energy, LLC and Hilltop Asset, LLC are independent energy companies engaged in the development and production of, and exploration for, crude oil and natural gas. The Debtors' oil and gas assets are all held by Hilltop Asset and located in Leon and Robertson Counties, Texas. Hilltop Energy and Hilltop Asset sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11122) on May 16, 2019. At the time of the filing, Hilltop Energy estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. The cases are assigned to Judge Christopher S. Sontchi. The Debtors tapped Cole Schotz P.C. as legal counsel; Dundon Advisers LLC as financial advisor; and Stretto as claims and noticing agent. HILLTOP ENERGY: Seeks to Hire Ordinary Course Professionals ----------------------------------------------------------- Hilltop Energy, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ certain ordinary course professionals. Hilltop Energy hires the following Ordinary Course Professionals: Professional Address Services Provided OCP Cap Whitley Penn LLP 1400 W. 7th St. Tax preparation $15,000 Suite 400 services Fort Worth, TX 76102 Dentons US LLP Dept. 3078 Counsel in Texas $2,500 Carol Stream, litigation IL 60132 Prime Clerk 830 3 rd Avenue, Claims agent $1,000 9th Floor New York, NY 10022 Holland & Knight LLP PO Box 864084 General corporate $2,500 Orlando, FL advice; restructuring 32886-4084 counsel Bayard, P.A. 600 N. King Delaware $2,500 St., Suite 400 Restructuring Wilmington, DE 19899 To the best of the Debtors' knowledge the firms are 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. About Hilltop Energy Hilltop Energy, LLC, and Hilltop Asset, LLC, are independent energy companies engaged in the development and production of, and exploration for, crude oil and natural gas. The oil and gas assets are all held by Hilltop Asset and located in Leon and Robertson Counties, Texas. Hilltop Energy and Hilltop Asset sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11122) on May 16, 2019. At the time of the filing, Hilltop Energy estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. The cases are assigned to Judge Christopher S. Sontchi. The Debtors tapped Cole Schotz P.C. as legal counsel; Dundon Advisers LLC as financial advisor; and Stretto as claims and noticing agent. HILTON DOMESTIC: Moody's Rates $750MM Senior Unsecured Notes 'Ba2' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Hilton Domestic Operating Company Inc.'s (a subsidiary of Hilton Worldwide Finance, LLC (Hilton)) planned $750 million senior unsecured note issuance due 2030. All of Hilton's other ratings, including its Ba1 Corporate Family Rating, Ba1-PD Probability of Default rating, and Baa3 senior secured bank facility rating remain unchanged. Hilton's outlook is stable. The proceeds of the planned issuance will be used to pay down the existing term loan B by $250 million and the revolver by $225 million. The remaining proceeds will be used for general corporate purposes, including share repurchases, and to pay fees and expenses. "Hilton's proposed issuance continues the company's credit positive trend of replacing its secured debt with unsecured debt while maintaining its net total leverage (company calculated) within its publicly stated target of 3.0x to 3.5x," stated Pete Trombetta, Moody's lodging analyst. "The company also recently improved its liquidity profile by increasing its revolver commitment to $1.75 billion from $1.0 billion and extending the expiration of the revolver to June 2024," added Trombetta. Assignments: Issuer: Hilton Domestic Operating Company Inc. Guaranteed Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) RATINGS RATIONALE Hilton's credit profile benefits from its large scale -- with more than 923,000 rooms Hilton is the second largest rated hotel company, only behind Marriott -- its well-recognized brands and good diversification by geography and industry segment. Hilton's hotels are located in 113 countries and territories across the world. Hilton's credit profile also benefits from its pipeline of new hotel rooms, which is the largest of its rated issuers. The company projects strong net unit growth of 6.5% in 2019, on top of 7% growth in 2018. Hilton's credit profile also benefits from its very good liquidity profile which includes strong free cash flow and a $1.75 billion revolving credit facility. Hilton is constrained by its high adjusted leverage relative to other Ba1 rated companies -- Moody's expects leverage will approximate 4.0x at the end of 2019 -- and it does not expect it to decline materially over the next two years. Hilton's management has publicly stated a net leverage target of between 3.0x and 3.5x. Pro forma for the proposed transaction, the company calculated its net leverage at 3.3x as of March 31, 2019, including adjustments for stock compensation, a furniture and fixture reserve and other adjustments that Moody's does not include. Its leverage calculation also includes underfunded pension liability and 20% of performance guarantees. Also affecting Hilton, along with other lodging companies, is its expectation for modest revenue per available room (RevPAR) growth over the next year. Moody's forecasts RevPAR growth of between 1% and 3% in 2019 driven primarily by higher room rate as operators' desire to keep high occupancy limits their ability to increase average daily rates. The stable rating outlook reflects its view that Hilton will maintain leverage below 4.5x over the next 12 to 18 months. Moody's expects that if earnings were to deteriorate, the company would curtail share repurchase activities to stay within its public net leverage target of 3.0x to 3.5x (about 4.0x to 4.5x including Moody's adjustments). Hilton Worldwide Holdings Inc. is a leading hospitality company with about 5,760 managed, franchised, owned and leased hotels, resorts and timeshare properties comprising more than 923,000 rooms in 113 countries and territories. Annual net revenues are $3.6 billion. HILTON WORLDWIDE: S&P Rates New $750MM Unsecured Notes 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '4' recovery rating to the proposed $750 million senior unsecured notes due 2030 issued by Hilton Worldwide Holdings Inc.'s wholly owned subsidiary Hilton Domestic Operating Co. Inc. S&P rated the proposed unsecured notes at the same level as its issue-level rating on Hilton's existing unsecured debt. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 35%) recovery for unsecured lenders in the event of a simulated payment default. S&P assumes that the company will use the proceeds from these notes to repay $250 million of its outstanding senior secured term loan B, $225 million of outstanding revolver drawings, and for general corporate purposes. The rating agency expects Hilton could consider to increase the size of the notes offering to repay additional term loan B debt, and it expects its rating on the notes will remain unchanged in the event the company increases the notes offering to as high as $1 billion. The rating agency also understands that the company will extend the maturity of its existing term loan B to 2026. At the same time, S&P affirmed its 'BBB-' issue-level rating on the senior secured debt issued by Hilton Worldwide Holdings' wholly owned subsidiary Hilton Worldwide Finance LLC. The senior secured debt consists of a revolving credit facility due 2024 that was upsized to $1.75 billion on June 7, 2019, and a secured term loan B, which the rating agency assumes will have $2.869 billion outstanding pro forma for the proposed $750 million unsecured notes issuance and subsequent partial term loan B repayment. The '1' recovery rating on the secured debt remains unchanged, indicating S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery for secured lenders in the event of a simulated payment default. S&P also affirmed its 'BB+' issue-level rating on Hilton's existing senior unsecured notes. The '4' recovery rating remains unchanged. "Despite an increase in Hilton's amount of debt under our simulated default scenario resulting from its upsized revolver commitment and the proposed unsecured notes issuance in its capital structure, we affirmed our issue-level ratings on the company's secured and unsecured debt because we modestly increased our assumed emergence valuation to reflect the incremental system-wide growth in its number of rooms," S&P said. "Therefore, the recovery prospects for the company's secured and unsecured lenders have not been meaningfully impaired." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's issue-level rating is 'BB+' and its recovery rating is '4' on the company's senior unsecured notes, which total $4.75 billion when incorporating the proposed $750 million unsecured notes issuance. -- S&P's issue-level rating is 'BBB-' and its recovery rating is '1' on the company's senior secured debt, which comprises the upsized revolving credit facility and term loan B. -- S&P's issue-level rating on the secured debt is capped at 'BBB-' because it cap its issue-level ratings on the debt of speculative-grade issuers at 'BBB-', regardless of its recovery rating, in order to deemphasize the role recovery plays in notching up its issue-level ratings for issuers near the investment-grade threshold. Simulated default scenario -- S&P's simulated default scenario contemplates a payment default occurring in 2023 due to prolonged economic weakness and significantly reduced travel by corporate and leisure customers. -- S&P assumes a reorganization following the default and use an emergence EBITDA multiple of 7.5x to value the company. The rating agency has chosen this multiple, which is at the high end of its recovery multiple range for the leisure sector, and a relatively large operational adjustment to arrive at its assumed level of emergence EBITDA to reflect the quality and scale of Hilton's portfolio of brands. Simplified waterfall -- Year of default: 2023 -- Emergence EBITDA: $859 million -- Multiple: 7.5x -- Net enterprise value after administrative expenses (5%): $6.12 billion -- Estimated priority debt claims (mortgages and other debt): $31 million -- Estimated secured debt claims: $4.3 billion -- Recovery expectation: 90%-100% (rounded estimate: 95%) -- Estimated unsecured debt claims: $4.86 billion -- Value available for unsecured debt claims: $1.76 billion -- Recovery expectation: 30%-50% (rounded estimate: 35%) Note: All debt amounts include six months of prepetition interest. Ratings List Hilton Worldwide Holdings Inc. Issuer Credit Rating BB+/Stable/-- Ratings Affirmed Hilton Domestic Operating Company, Inc. Senior Unsecured BB+ Recovery Rating 4(35%) Hilton Escrow Issuer Corp. Senior Unsecured BB+ Recovery Rating 4(35%) Hilton Escrow Issuer LLC Senior Unsecured BB+ Recovery Rating 4(35%) Hilton Worldwide Finance Corp. Senior Unsecured BB+ Recovery Rating 4(35%) Hilton Worldwide Finance LLC Senior Secured BBB- Recovery Rating 1(95%) Senior Unsecured BB+ Recovery Rating 4(35%) New Rating Hilton Domestic Operating Company, Inc. Senior Unsecured US$750 mil sr nts due 2030 BB+ Recovery Rating 4(35%) IDL DEVELOPMENT: Evidentiary Hearing on Sale of All Assets Held --------------------------------------------------------------- Judge Christopher Panos of the U.S. Bankruptcy Court for the District of Massachusetts held the third evidentiary hearing on June 7, 2019 on IDL Development, Inc.'s private sale of substantially all assets, free and clear of all liens, claims, interests and encumbrances, and on the cure objection of Continuum Energy Technologies, LLC. Evidence has been closed. For the reasons stated on the record, Continuum's oral motion under Civil rule 52(c) for judgment on partial findings after the close of the Debtor's evidence was denied. On June 11, 2019, at 4:30 p.m., the parties will file on the docket the proposed forms of order with proposed findings and will submit the proposed orders in word Format to cjp@mab.uscourts.gov as well. About IDL Development Inc. IDL Development, Inc. is engaged in research in the field of "electromagnetic chemistry," which is the use of electromagnetic fields to manipulate, generate and change the properties of matter. Organized in 2014, IDL Development conducts research activities from a leased facility in Taunton, Massachusetts, and is funded through private equity investment. IDL Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14808) on Dec. 29, 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 Joan N. Feeney. Murphy & King, Professional Corp. is the Debtor's counsel. IFRESH INC: Enters Into Definitive Agreement to Acquire Xiaotai --------------------------------------------------------------- iFresh Inc. has entered into a share exchange agreement with Xiaotai International Investment Inc., a Cayman Island Company, and certain shareholders of Xiaotai, pursuant to which, among other things and subject to certain terms and conditions, the Company will acquire all of the outstanding issued shares and other equity interests in Xiaotai from certain shareholders of Xiaotai. The transactions contemplated by the Exchange Agreement would take place contemporaneously with the closing of the spin-off of NYM Holding Inc., a wholly owned subsidiary of iFresh. On June 7, 2019, iFresh and NYM entered into a share purchase agreement with Go Fresh 365 Inc., a Florida company solely owned by Mr. Long Deng, IFMK's chief executive officer. The Purchase Agreement provides for the sale of 100% of the equity interest in NYM to Go Fresh, in exchange for the cancellation of all of the IFMK shares held by EK Shareholder, which shares, as of June 10, 2019, represented approximately 59.9% of the issued and outstanding shares of IFMK. The transactions contemplated by the Purchase Agreement would take place contemporaneously with the closing of the Acquisition. It is anticipated that, following completion of the Spin-off, Go Fresh will receive 100% of the equity interest of NYM. Immediately after the Acquisition and the simultaneous Spin-Off, IFMK will own 100% of Xiaotai. The Sellers will own approximately 94% of IFMK and existing IFMK shareholders will own approximately 6% of the Company. The ownership percentages with respect to IFMK following the Acquisition and simultaneous Spin-Off and do not take into account any potential new issuances of the Company's securities. Material Terms of the Exchange Agreement Pursuant to the Exchange Agreement, in exchange for all of the outstanding shares of Xiaotai, the Company will issue 254,813,383 shares of the Company's common stock to Xiaotai. The Exchange Shares will be allocated among the Sellers pro-rata based on each Seller's ownership of Xiaotai prior to the closing. The closing of the Acquisition is expected to take place on the third business day following the day on which the last of the conditions of the closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, but subject to the fulfillment or waiver of those conditions) or such other date as may be mutually agreed to by the Company and Xiaotai. Assuming timely satisfaction of the necessary closing conditions, the Company currently expect the closing to occur promptly after the special meeting of the Company's shareholders is concluded. The obligation of the parties to complete the Acquisition is subject to the fulfillment or written waiver of certain closing conditions, including but not limited to: * the approval of the Exchange Agreement and the transactions contemplated thereby (including the Acquisition) by a majority of votes cast by the Company's shareholders that are present in person or by proxy at the Company's special meeting; * the receipt of any other required governmental and regulatory approvals and consents; * the receipt of any other required third person approvals in order to consummate the Acquisition; * KeyBank National Association's unconditional written consent approving the Acquisition; * all of the conditions to the obligations of each party to consummate the Spin-off described in the Purchase Agreement shall have been satisfied; * there is no applicable law or order in effect which makes illegal or prevents or prohibits the transactions contemplated by the Exchange Agreement, and there is no pending third party non-Affiliate legal proceeding to enjoin or otherwise restrict the closing; No pending action shall have been brought by third parties to enjoin or otherwise restrict the consummation of the closing; and * the appointment of person designated by Xiaotai prior to the closing to the Board immediately after the closing. The Company cannot provide assurance as to when or if all of the closing conditions will be satisfied or waived by the appropriate party. About iFresh, Inc. iFresh Inc., headquartered in Long Island City, New York -- http://www.ifreshmarket.com/-- is an Asian American grocery supermarket chain and online grocer. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut opening soon), two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. iFresh reported a net loss of $791,293 for the year ended March 31, 2018, following net income of $1.19 million for the year ended March 31, 2017. As of Dec. 31, 2018, the Company had $50.41 million in total assets, $48.19 million in total liabilities, and $2.21 million in total shareholders' equity. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 29, 2018, on the Company's consolidated financial statements for the year ended March 31, 2018, citing that the Company incurred operating losses and did not meet the financial covenant required in the credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. On April 1, 2019, iFresh received a notice of noncompliance from The Nasdaq Stock Market LLC stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended March 31, 2018, which is required to be held within twelve months of the Company's fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G). The Letter also states that the Company has 45 calendar days to submit a plan to regain compliance and if Nasdaq accepts the Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until Sept. 27, 2019, to regain compliance. ILLINOIS FINANCE: S&P Lowers Selected Revenue Bond Ratings to 'D' ----------------------------------------------------------------- S&P Global Ratings lowered the following Illinois Finance Authority Better Housing Foundation, Ohio bond ratings to 'D' from 'CCC-': -- Series 2016A multifamily housing revenue bonds (Shoreline Portfolio project); -- Series 2016C multifamily housing revenue bonds (Shoreline Portfolio project); -- Series 2017A multifamily housing revenue bonds (Icarus Portfolio project); -- Series 2017B multifamily housing revenue bonds (Icarus Portfolio project); -- Series 2018A-1 and 2018A-2 multifamily housing revenue bonds (Ernst Portfolio project); and -- Series 2018B multifamily housing revenue bonds (Ernst Portfolio project). "According to notices from the projects' trustees, the borrowers for the three portfolios, all affiliates of Better Housing Foundation, did not pay their scheduled June 1, 2019 debt service payments," said S&P Global Ratings credit analyst Raymond Kim. The bonds for all three transactions were originally issued to purchase, renovate, and equip three separate portfolios of apartment buildings for low and moderate income tenants in Chicago. All three transactions are in default according to the terms of their respective trust indentures. IMMUNE PHARMACEUTICALS: Hires Frumin Mizrach as Special Counsel --------------------------------------------------------------- Immune Pharmaceuticals, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Frumin Mizrach Nachum & Co. Law Offices, as special counsel to the Debtors. Immune Pharmaceuticals requires Frumin Mizrach to provide advice to the Debtors with respect to Israeli law in general, and with respect to the sale of any assets jointly owned by the Debtors. Frumin Mizrach will be paid at these hourly rates: Partners $330 Associates $250 Frumin Mizrach will also be reimbursed for reasonable out-of-pocket expenses incurred. Shir Frumin, a partner at Frumin Mizrach Nachum & Co. Law Offices, 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. About Immune Pharmaceuticals Immune Pharmaceuticals Inc., together with its subsidiaries, is a clinical stage biopharmaceutical company specializing in the development of novel targeted therapeutic agents in the fields of inflammation, dermatology, and oncology. The company is headquartered in Englewood Cliffs, New Jersey. Immune Pharmaceuticals, et al., filed for bankruptcy protection (Bankr. D.N.J. Case No. 19-13273) on Feb. 17, 2019. The Debtors disclosed total assets of $20.72 million and total debt of $19.87 million as of Sept. 30, 2018. The Hon. Vincent F. Papalia oversees the cases. The Debtors tapped Norris McLaughlin & Marcus, PA as bankruptcy counsel; Lowenstein Sandler LLP as special corporate counsel; Frumin Mizrach Nachum & Co. Law Offices, as special Israeli counsel; Armory Group LLC and Vine Holding Group as investment bankers. Gary H. Rabin is the chief restructuring officer. The Official Committee of Unsecured Creditors formed in the case retained Porzio Bromberg & Newman, P.C., as counsel. JLD AUTOMOTIVE: Unsecured Creditors to Recoup 10% Over 5 Years -------------------------------------------------------------- JLD Automotive Services, Inc., filed a disclosure statement in conjunction with its plan of reorganization dated May 31, 2019. The Debtor's Plan of Reorganization provides for payment of at least $2,533.12 to general unsecured creditors, to be divided pro rata, to pay each general unsecured creditor a 10% dividend on its claim. This amount will be paid over a five-year period, with quarterly payments of $126.66/quarter. In addition, BMO Harris Bank, N.A., has filed a motion for leave to file a claim, and if it is successful it is expected to file a claim for $996,940.85. The Debtor scheduled the claim in the amount of $975,142.38. BMO Harris is secured by real estate owned by the Debtor and valued, by the Debtor, at $450,000. BMO Harris may have a claim for the difference between its claim amount and the value of the real estate, or $525,142.38, as estimated by the Debtor. If its claim is allowed, BMO Harris will receive a 10% payment, or $52,514.24, paid over a five-year period, with quarterly payments of approximately $2,625.71/quarter. The Plan provides for the deposit of a $42.22 monthly payment to a distribution account, or $917.46/month if BMO Harris is allowed a general unsecured claim. The Debtor will pay the quarterly payment, divided pro rata among holders of allowed secured claims, each quarter, until the end of the five-year term of the Plan. The Debtor will distribute the amount in the distribution account each quarter immediately upon availability of the funds in the distribution account. The Debtor will pay the secured claim of BMO Harris Bank, N.A., in the amount of $450,000, secured by real estate owned by the Debtor, with interest at 6% per annum, in equal monthly payments over a five year period. The monthly payment will be $2,697.98/month. If BMO Harris makes an election to have its claim treated diffently, under a "Section 1111(b) election," its claim will be treated differently. The Debtor projects sufficient income to pay all required payments under the plan. A copy of the Disclosure Statement is available at https://tinyurl.com/yyub4wl6 from Pacermonitor.com at no charge. About JLD Automotive Services JLD Automotive Services, Inc., operates a lube center, auto maintenance and car wash facility in Fox River Grove, Illinois. JLD Automotive Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-24948) on Sept. 4, 2018. In the petition signed by John Derer, president, the Debtor disclosed $746,140 in assets and $1,051,767 in liabilities. Judge Deborah L. Thorne presides over the case. The Debtor tapped David P. Lloyd, Ltd. as its legal counsel. JMC ACQUISITION: S&P Assigns 'B' ICR, Debt Rating ------------------------------------------------- S&P Global Ratings assigned a 'B' issuer credit rating to Justrite Safety Group (JMC Acquisition Corp.), a manufacturer and supplier of industrial safety products, and its subsidiary Safety Products/JHC Acquisition Corp. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating with a '3' recovery rating to the $495 million first-lien, senior secured credit facility, which JMC Acquisition Corp. plans to use to refinance its existing capital structure. The credit facility is comprised of a $35 million senior secured first-lien revolving credit facility, a $410 million senior secured first-lien term loan facility, and a $50 million senior secured first-lien delayed-draw term loan facility. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate 60%) in a payment default. S&P's 'B' issuer credit rating primarily reflects JMC Acquisition Corp.'s high leverage, and its limited scale and international presence relative to higher-rated peers. "The company has carved out a successful niche as a leading manufacturer and supplier of industrial safety equipment, however, we view the market as competitive and fragmented, which limits the company's pricing power," S&P said. "Nonetheless, the regulated nature of the safety market acts as a barrier to entry, providing the company with a slight competitive advantage." "The stable outlook on JMC Acquisition Corp. reflects our expectation that its S&P Global-adjusted leverage will improve to the mid-6x range in 2020 and the 6x range in 2021. Our forecast assumes that the company may continue to pursue acquisitions to improve its business profile, but we do not expect these to materially increase leverage or alter our view of its business position," the rating agency said. S&P said it could lower its rating if it expects the company's debt to EBITDA to remain above 7x. This could occur if demand in the end markets weakens, slowing its deleveraging path, according to the rating agency. "We believe it could also happen if the company fails to improve its margins through its cost savings initiatives or if it completes significantly large debt-funded acquisitions. We could also lower the rating if the company's liquidity weakened significantly, making the company's capital structure unstable, in our view," S&P said. "While unlikely over the next 12 months, we could raise the rating if the company reduced leverage to less than 5x on a sustained basis. A higher rating would also require the company's owners' commitment to maintaining leverage at this level without undertaking aggressive financial transactions such as large debt-funded acquisitions or debt-financed dividends," S&P said. JONES LEASE PROPERTIES: Unsecureds to Get 26.6% Dividend Under Plan ------------------------------------------------------------------- Jones Lease Properties, LLC, filed a disclosure statement in connection with a plan of reorganization dated May 31, 2019. The Plan provides for 13 Classes of Secured Claims and four classes of unsecured claims. The Plan proposes to pay a 26.6% dividend on account of all Class 16 Allowed General Unsecured Claims over time. Each Claim Holder to receive a pro-rata dividend, in cash, in deferred semi-annual payments, with the first payment being on Jan. 31, 2020, for a period not to exceed five years from and after the Effective Date. Payments and Distributions under the Plan will be funded from Cash on hand as of the Effective Date and from the net monthly income generated by the Reorganized Debtor from its continued engagement in the same general business activities the Debtor was engaged in both pre-and post-petition. Specifically, the Reorganized Debtor will continue in the operation of its rental/management company. The Plan provides that payments to Creditors be made from the Reorganized Debtor's net after-tax income after the Effective Date. Creditors should be aware there is a risk that the Reorganized Debtor's income from business operations may fluctuate and therefore not meet the projections and assumptions contained in the plan. A copy of the Disclosure Statement is available at https://tinyurl.com/yxa8jvy4 from Pacermonitor.com at no charge. About Jones Lease Properties JP Rentals, LLC and Jones Lease Properties, LLC are a locally owned and operated rental property companies serving the Quad Cities and surrounding areas. As the source for rental living, they offer a wide variety of rental properties including apartment complexes, single family homes, townhomes, and duplexes. J.P. Apartments Cooperative, Jones Lease Properties, and J.P. Rentals, LLC filed their voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case Nos. 18-02566, 18-02568, and 18-02569, respectively) on Nov. 26, 2018. In January 2019, the cases were transferred to the U.S. Bankruptcy Court for the Central District of Illinois and were assigned new case numbers (Case No. 19-80013 for J.P. Apartments; Case No. 19-80014 for Jones Lease; and Case No. 19-80015 for J.P. Rentals). In the petitions signed by Erik R. Jones, director, J.P. Apartments disclosed $4,765,888 in total assets and $4,689,693 in liabilities. The Debtors tapped Bradshaw, Fowler, Proctor & Fairgrave PC as their legal counsel; and GlassRatner Advisory & Capital Group, LLC as their financial advisor and investment banker. The Skutch Arlow Group, LLC, as financial advisor. JUSTRITE: Moody's Assigns B3 CFR, Outlook Stable ------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating and a B3-PD Probability of Default Rating to Safety Products / JHC Acquisition Corp. (dba Justrite). Concurrently, Moody's assigned B2 ratings to the company's proposed $35 million senior secured first lien revolver, $410 million senior secured first lien term loan, and $50 million senior secured first lien delayed draw term loan. This is the first time that Moody's has rated Justrite. The outlook is stable. Term loan proceeds will be used to refinance existing debt and cover fees and expenses. The delayed draw term loan may be used for future acquisitions and/or general corporate purposes. As part of the financing, the company has secured a $127.5 million senior secured second lien term loan that has not been rated by Moody's. "Justrite is well positioned as a manufacturer and provider of industrial safety products and has consistently grown revenue and EBITDA both organically and through acquisitions," said Andrew MacDonald, Moody's Analyst for the company. "However, the ratings reflect high financial leverage, which we estimate to be in the low 7.0 times range of debt-to-EBITDA, and our view that free cash flow will be constrained, primarily by a sizable interest burden and integration costs, until the company is able to realize expected cost savings," added MacDonald. Assignments: Issuer: Safety Products/JHC Acquisition Corp. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Senior Secured First Lien Delayed Draw Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: Safety Products/JHC Acquisition Corp. Outlook, Assigned Stable RATINGS RATIONALE Justrite's credit profile is constrained by its high financial leverage and moderate interest coverage. Pro forma for the transaction and recent acquisitions, Moody's adjusted debt-to-EBITDA and EBITA-to-interest (excluding cost savings and other one-time add-backs) will approximate 7.3 times and 1.5 times at close, respectively. Moody's expects debt-to-EBITDA leverage to improve to the mid-to-low 6 times range by the end of 2020 from a combination of EBITDA growth and debt repayment, although Moody's notes this expectation does not include debt-funded acquisitions, which would likely delay deleveraging. The company is also moderately sized among rated manufacturing companies with revenues under $500 million, albeit with an expectation of steady growth. Moody's expects that free cash flow will be limited on an annual basis, in part because of the large interest burden combined with integration and transaction costs largely associated with the recent acquisition of Accuform in April 2019. Moody's also expects financial policies will be aggressive under private equity ownership, including an acquisition growth strategy with related integration risk, as well as the potential for future dividends. The company also has a limited operating history at its current size and scale, with revenues more than doubling since 2017. Justrite competes alongside other brands and private label products, though this risk is partially mitigated by the company's leading brands, patent protections, and customized offerings for specific customer projects. Moody's also believes that end markets, while diversified, are nevertheless susceptible to cyclical downturns. The company's credit profile benefits from its well established market position as a manufacturer of chemical safety, matting & ground protection, motion safety, and safety identification products (signage). The company also offers highly customized products for projects that require specific safety needs. Justrite leverages channel partnerships with its distributors, which each select a mix of branded and/or private label products to comprise their respective end-customer offerings. Justrite's brands are well recognized and benefit from global safety standards specific to different countries that drive demand. The company also benefits from a diverse customer and vendor base with relatively reliable demand for its products that operate on a modest lifecycle (3 to 7 years on average), but are viewed as non-discretionary to maintain safety standards and avoid regulatory penalties. Lastly, Justrite benefits from its undrawn $35 million revolving credit facility that supports adequate liquidity. The stable outlook reflects Moody's view that the company will achieve low-to-mid single digit organic revenue growth, generate modestly positive free cash flow for debt repayment, and achieve a portion of its planned cost savings such that debt-to-EBITDA leverage should improve to the mid-to-low 6.0 times range over the next 12-18 months. Moody's also expects Justrite will continue to pursue modestly sized acquisitions. The ratings could be upgraded if the company continues to grow its size and scale at stable margins, maintains financial policies that lead to debt-to-EBITDA sustained below 6.0 times, and sustains free cash flow of at least 3% of total debt on an annual basis. Alternatively, the ratings could be downgraded if debt-to-EBITDA is above 7.5 times, EBITA-to-Interest approaches 1.0 time, or the company's liquidity deteriorates for any reason including weak or negative free cash flow. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Headquartered in Des Plaines, IL, Safety Products / JHC Acquisition Corp. (dba Justrite Safety Group or Justrite) is a leading global manufacturer and supplier of non-personal protective equipment ("Non-PPE") safety solutions for industrial and compliance-oriented end markets. Justrite is private and does not publicly disclose its financials. The company has been majority owned by Audax Group since 2015. Pro forma revenue for the twelve months ended December 31, 2018 including recent acquisitions was approximately $427 million. KIRTAN LLC: Must File Plan and Disclosures Before August 21 ----------------------------------------------------------- Bankruptcy Judge Michael G. Williamson directed Kirtan LLC to file a plan and disclosure statement on or before August 21, 2019. The Disclosure Statement will, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case. About Kirtan LLC Kirtan LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-03719) on April 23, 2019, disclosing under $1 million in both assets and liabilities. McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A., led by James W. Elliott, is the Debtor's counsel. LABORATORIO ACROPOLIS: Hires CSS Accounting as Accountant --------------------------------------------------------- Laboratorio Acropolis Inc. seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ CSS Accounting Services, as accountant to the Debtor. Laboratorio Acropolis requires CSS Accounting to: a. provide assistance to the Debtor in preparing the Monthly Reports of Operation; b. prepare the necessary financial statements; c. assist the Debtor in preparing the cash flow projections and any other projections needed for the Disclosure Statement; d. assist the Debtor in any financial accounting pertaining to, or in connection with the administration of the estate; e. assist the Debtor in the preparation and filing of federal, state and municipal tax returns; and f. assist the Debtor in any other assignment that might be properly delegated. CSS Accounting will be paid at the hourly rate of $50. CSS Accounting will also be reimbursed for reasonable out-of-pocket expenses incurred. Carlos J. Soto Soto, partner of CSS Accounting Services, 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. CSS Accounting can be reached at: Carlos J. Soto Soto CSS ACCOUNTING SERVICES HC 8 Box 50616 Hatillo, PR 00659 Tel: (787) 307-5403 About Laboratorio Acropolis Laboratorio Acropolis, Inc., was incorporated in 2004 to purchase as a going concern a business named "Laboratorio Acropolis," a provider of clinical laboratory services. The Debtor previously filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-04609) on June 9, 2016. Laboratorio Acropolis again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-02601) on May 8, 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. Judge Mildred Caban Flores oversees the case. The Law Office of Gloria Justiniano Irizarry is the Debtor's counsel. LASALLE GROUP: Seeks to Hire Donlin as Administrative Advisor ------------------------------------------------------------- The LaSalle Group, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Donlin, Recano & Company, Inc. as its administrative advisor. The firm will assist the company and its affiliates in the solicitation, balloting and tabulation of votes in connection with their bankruptcy plan; prepare reports; facilitate the distributions to creditors; and provide other bankruptcy administrative services. The firm's hourly rates for its services are: Executive Management No charge Senior Bankruptcy Consultant $175 Case Manager $140 Technology/Programming Consultant $110 Consultant/Analyst $90 Clerical $45 Nellwyn Voorhies, executive director of Donlin, 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: Nellwyn Voorhies Donlin, Recano & Company, Inc. 6201 15th Avenue, Brooklyn, NY 11219 Phone: 212.481.1411 About LaSalle Group 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. LASALLE GROUP: Seeks to Hire Harney Partners, Appoint CRO --------------------------------------------------------- The LaSalle Group, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Harney Partners Management, LLC and appoint the firm's managing director Karen Nicolaou as its chief restructuring officer. The CRO and her firm will provide these financial and restructuring services to the company and its affiliates in connection with their Chapter 11 cases: (1) assist the Debtors in the preparation of reports including their monthly operating reports, schedules and statement of financial affairs; (2) review financial information pertaining to the Debtors' assets, liabilities, cash flows, financial statements and projections; (3) assist the Debtors in developing and maintaining a cash budget and operating projection; (4) analyze assets that may be available to provide liquidity; (5) analyze certain liabilities including payables, leases, vendor agreements and litigation claims; (6) help the Debtors and their bankruptcy counsel prepare for hearings and meetings, and create supporting exhibits; (7) assist the Debtors in exploring alternative financing or a sale of their business and assets; (8) review financial information exchanged between the Debtors and their creditors, regulatory agencies, consultants, prospective investors and other third parties; (9) assist the Debtors in other business and financial aspects of their bankruptcy cases, including the formulation of a Chapter 11 plan; and (10) assist in managing the "working group" professionals who are assisting the Debtors or who are working for their various stakeholders to improve coordination of their effort and individual work product to be consistent with the Debtors' overall goals. The firm's hourly rates are: Executive Vice Presidents $425 - $595 Managing Directors $425 - $595 Senior Managers/Directors $350 - $425 Managers/Consultants $250 - $350 Support Staff $60 - $250 Harney Partners anticipates that the primary personnel who will assist the Debtors are: Karen Nicolaou Managing Director $400 per hour Erik White Senior Manager $350 per hour Chrystal Morris Consultant $300 per hour Prior to their bankruptcy filing, Harney Partners received payments in the total amount of $287,790 from the Debtors. The firm holds a retainer in the amount of $125,635 as of the petition date. Ms. Nicolaou disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Harney Partners can be reached through: Karen G. Nicolaou Harney Management Partners, LLC Phone: 713.805.2343 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. LONGHORN PAVING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Longhorn Paving & Oilfield Services, Inc. 21369 N. Moorefield Road Edinburg, TX 78541-5386 Business Description: Longhorn Paving & Oilfield Services, Inc. -- http://www.longhornpavingandoilfield.com-- is a family-owned contractor in Edinburg, Texas that provides services to commercial, residential, site construction, utilities, asphalt and concrete paving clients. In addition, the Company provides site construction for oilfield pad sites, and services to drilling, completion , and production companies. The Company's main yard is located in Edinburg and it has an additional yard located in the Eagle Ford and West Texas. Chapter 11 Petition Date: June 10, 2019 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Case No.: 19-70233 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Antonio Villeda, Esq. VILLEDA LAW GROUP 6316 N 10th St, Bldg. B McAllen, TX 78504 Tel: 956-631-9100 E-mail: avilleda@mybusinesslawyer.com Total Assets: $3,733,262 Total Liabilities: $3,131,973 The petition was signed by Melissa Awbrey, vice 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/txsb19-70233.pdf MAGAR MAGAR: Trustee's $943K Sale of Rainier Property Approved -------------------------------------------------------------- Judge Mary Jo Heston of the U.S. Bankruptcy Court for the Western District of Washington authorized the private sale by David P. Gardner, the Chapter 11 Trustee of Magar Edward Magar, deceased, of the real property commonly referred to as the Riverwood Mobile Home Park located at 73900 Columbia River Highway, Rainier, Oregon to Sloan and Jennifer Nelson $942,500, subject to higher and better offers. The sale will not close before close of business on June 20, 2019. The Trustee will continue to market the property and solicit offers to purchase it until close of business on June 18, 2019. If he, in his discretion, receives one or more higher and better offers, he will not proceed to the closing of the sale without the prior consent of the Committee. The 14-day stay imposed by FRBP 6004(h) and other rules is waived. The Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a) and its terms will be immediately effective and enforceable upon entry. The Chapter 11 case is In re Magar Edward Magar (Bankr. W.D. Wash. Case No. 15-41415). Judge Mary Jo Heston oversees the case. The Trustee: DAVID P. GARDNER 601 W. Riverside Avenue, Suite 1900 Spokane, WA 99201 Tel: (509) 838-6131 Time: dpg@winstoncashatt.com MELINTA THERAPEUTICS: Stockholders Elect Three Directors -------------------------------------------------------- Melinta Therapeutics, Inc., held its annual meeting of stockholders on June 10, 2019, at which the stockholders elected Jay Galeota, Thomas P. Koestler, M.D., and David Zaccardelli, Pharm. D. as directors for three-year terms expiring in 2022. The stockholders also approved, on a non-binding advisory basis, Melinta's 2018 executive compensation and ratified the appointment of Deloitte & Touche LLP as Melinta's independent registered public accounting firm for the fiscal year ending Dec. 31, 2019. About Melinta Therapeutics New Haven, Connecticut-based Melinta Therapeutics, Inc. -- http://www.melinta.com-- is a commercial-stage pharmaceutical company focused on discovering, developing and commercializing differentiated anti-infectives for the hospital and select non-hospital, or community, settings that address the need for effective treatments for infections due to resistant gram-negative and gram-positive bacteria. The Company currently market four antibiotics to treat a variety of infections caused by these resistant bacteria. Melinta reported a net loss available to common shareholders of $157.19 million for the year ended Dec. 31, 2018, compared to a net loss available to common shareholders of $78.17 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $470.44 million in total assets, $293.93 million in total liabilities, and $176.51 million in total shareholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company's recurring losses from operations and its need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. MICHAEL ROSE: McKoins Offer $217K for Hot Springs Property ---------------------------------------------------------- Michael D. Rose and Kathryn A. Rose ask the U.S. Bankruptcy Court for the Western District of Arkansas to authorize the sale of real property located at 1412 Airport Road, Unit B-6, Hot Springs, Arkansas to Tracy and Melinda McKoin for $217,000. Objections, if any, must be filed within 21 days from the date of the notice. The Debtors have properly scheduled their ownership in the Real Property within their Chapter 11 petition. They now propose to sell the Real Property under these terms: a. The Buyers have offered to purchase the Real Property for the purchase price of $217,000. The parties have entered into their Real Estate Contract. b. The Buyers have proposed to pay the full contract price for the Real Property at the time of closing. Upon closing the sale proceeds should be distributed in the following order: a. The payment of any closing costs for which the Debtors are responsible. b. Then Pretium Mortgage will be paid in full in the approximate amount of $40,732, the balance of its loan to be determined by a payoff statement at the time of closing; c. Then the mortgage held by Hampro, LLC will be paid in full in the approximate amount of $58,000, the balance of its' loan to be determined by a payoff statement at the time of closing. d. Then the remaining proceeds will be paid on the loan secured by a mortgage held by Centennial Bank. No creditors will be negatively affected should the Court grant the Motion. These creditors hold a judgment against the debtors which create a lien against the subject real property: a. Wells Fargo Equipment Finance v. Healthcare Medical & Respiratory Care, Inc. and Kathryn Rose, Case No: CV-2016-360 b. VGM Financial Services v. Healthcare Medical & Respiratory Care, Inc. and Kathy Rose, Case No: CV-14-180 c. EBF Partners, LLC v Healthcare Medical & Respiratory Care, Inc. and Kathryn Rose, Case No: CV-17-367 d. Invacare Credit Corporation, Inc. v. Healthcare medical & Respiratory Care, Inc.; Kathy Rose; and Michael Rose, Case No: CV-7-185 e. Respironics, Inc. v Healthcare Medical & Respiratory Care, Inc. and Kathy Rose, Case No: CV-17-439 f. Sunrise Medical (US), LLC v Healthcare Medical & Respiratory Care, Inc.; and Kathy Rose, also known as Kathryn Rose, Case No: CV-16-748 The underlying debt associated with each judgment was discharged in the Debtors' Chapter 7, Case No: 6:17-bk-71915. The subject property should be sold free and clear of these liens since they cannot be enforced. Michael D. Rose and Kathryn A. Rose sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 19-70883) on March 29, 2019. The Debtors tapped Marc Honey, Esq., at Honey Law Firm, P.A., as counsel. MODERN PROMOS: July 11 Plan and Disclosure Statement Hearing ------------------------------------------------------------ Bankruptcy Judge Michael E. Ridgeway conditionally approved Modern Promos, LLC's disclosure statement referring to a chapter 11 plan dated May 28, 2019. A hearing to consider final approval of the disclosure in the plan and confirmation of the plan will be held on July 11, 2019 at 11:00 a.m., in Courtroom 7 West, U.S. Courthouse, 300 South Fourth Street, Minneapolis MN. Objections to the confirmation of the plan and ballots accepting or rejecting the plan must be filed and served five days prior to the hearing. The Troubled Company Reporter previously reported that the Debtor intends to make payments required under the Plan from future operations and income derived from the operation of the Debtor’s business. A copy of the Disclosure Statement dated May 28, 2019 is available at https://tinyurl.com/y2lf3d6d from Pacermonitor.com at no charge. About Modern Promos Edina, Minnesota-based Modern Promos, L.L.C. -- http://www.modernpromos.com/-- is a brand activation agency specializing in planning and activating impactful brand experience by activating directly with brands or partnering with key advertising, public relations and marketing agencies. Modern Promos works closely with agency or brand teams to create custom experiences and activations with branded elements such as signage, tents, wrapped vehicles, displays, digital photo experiences, and digital media such as virtual reality, social media, lead retrieval and customized data capture. Modern Promos, L.L.C. filed a Chapter 11 petition (Bankr. D. Minn. Case No. 18-43517) on Nov. 8, 2018. In the petition signed by Jonathon E. Nelson, CEO/president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Michael E. Ridgway. The Debtor tapped Steven B. Nosek, Esq., of Steven Nosek, P.A., as its legal counsel. MUNCHERY INC: Hires Armanino LLP as Sale Advisory Consultant ------------------------------------------------------------ Munchery, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Armanino LLP, as sale advisory consultant to the Debtor. Munchery, Inc. requires Armanino LLP to market and sell the Debtor's intellectual property assets. Armanino LLP will be paid as follows: Initial Advisory Fee $40,000 Transaction Fee $25,000 per transaction Sliding Success Fee 5% on the first $1,000,000 of consideration; 4% of the second $1,000,000 and 2% thereafter. Armanino LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. David Miller, partner of Armanino LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Armanino LLP can be reached at: David Miller ARMANINO LLP 777 South Figueroa St., Suite 2600 Los Angeles, CA 90017 Tel: (213) 334-7300 About Munchery, Inc. Munchery, Inc. d/b/a Munchery -- http://www.munchery.com/-- is a food delivery startup offering "fresh, local, and delicious" meals to its customers across the country. On Jan. 21, 2019, Munchery ceased business operations and all its employees were terminated. Munchery sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 19-30232) on Feb. 28, 2019. In the petition signed by James Beriker, president and CEO, Munchery estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Hannah L. Blumenstiel. Munchery tapped Finestone Hayes LLP as its bankruptcy counsel; Armanino LLP as its financial consultant; and Omni Management Group as its noticing agent. NEIMAN MARCUS: Completes Private Exchange Offers for Senior Notes ----------------------------------------------------------------- Neiman Marcus Group LTD LLC announced the final settlement of its exchange offers and related consent solicitations to eligible holders of its previously existing unsecured 8.000% Senior Cash Pay Notes due 2021 and unsecured 8.750%/9.500% Senior PIK Toggle Notes due 2021. On June 7, 2019, the Company accepted tenders and consents from holders of $879,320,000 principal amount of the Cash Pay Notes and $599,163,048 principal amount of the PIK Toggle Notes for aggregate consideration consisting of $730,534,000 principal amount of New 8.000% Third Lien Notes due 2024, $497,849,150 principal amount of New 8.750% Third Lien Notes due 2024 and 250,000,000 shares of Series A Preferred Stock of MYT Holding Co., par value $0.001 per share, with an initial liquidation preference of $1.00 per share. MYT Holding Co., is a newly-formed U.S. holding company that indirectly holds NMG Germany GmbH, which holds and conducts the operations of MyTheresa. Following the settlement of the Exchange Offers, approximately $137.3 million aggregate principal amount of the Existing Notes remain outstanding. As previously announced, the Company had been soliciting consents from holders of the Existing Notes upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement, dated April 29, 2019, and related Letter of Transmittal to certain proposed amendments to the indentures governing the Existing Notes to remove substantially all of the restrictive covenants contained therein and effect certain other changes. The Company received consents sufficient to approve the proposed amendments to the Existing Indentures and, together with the parties thereto, entered into supplemental indentures containing such proposed amendments, which became operative as of the Settlement Date. Issuance of New Second Lien Notes The Exchange Offers were effected pursuant to the terms of a previously announced transaction support agreement among the Company, certain of its affiliates and subsidiaries and holders of its Existing Notes and term loans. As contemplated by the TSA, concurrently with the consummation of the Exchange Offers, the Company completed an unregistered offering of $550.0 million in aggregate principal amount of 14.000% Second Lien Notes due 2024. The Second Lien Notes bear interest at an annual rate of 8.000% payable in cash plus an annual rate of 6.000% payable by increasing the principal amount of the outstanding Second Lien Notes. The Company used the net proceeds from the Second Lien Notes offering to (i) prepay $526.9 million of the extended term loans under the Company's Amended Term Loan Facility and (ii) pay a portion of the fees and expenses related to the Second Lien Notes offering, the amendment and extension of the Company's existing senior secured term loan credit facility and the Exchange Offers. Amendment and Extension of the Company's Credit Facilities In addition, as contemplated by the TSA, the Company amended the credit agreement governing its Existing Term Loan Facility, converting the existing term loans outstanding thereunder into extended term loans with an extended maturity date of Oct. 25, 2023. In connection with the Amended Term Loan Facility, approximately $2,775.4 million aggregate principal amount of Existing Term Loans were converted into Extended Term Loans by consenting term lenders, representing approximately 99.5% of the total outstanding principal amount of Existing Term Loans. After giving effect to the partial prepayment, approximately $2,248.5 million of Extended Term Loans and approximately $12.7 million of Existing Term Loans remain outstanding under the Amended Term Loan Facility. In connection with the foregoing, the Company also entered into an amendment to the credit agreement governing the Company's asset-based revolving credit facility, which expanded the collateral package securing the Company's and the other guarantors' obligations thereunder. Amendment of the 2028 Debentures Indenture Concurrently with the consummation of the foregoing transactions, The Neiman Marcus Group LLC and the holders of a majority of the outstanding principal amount of the 2028 Debentures, together with the successor trustee thereto, executed a supplemental indenture to the indenture governing the 2028 Debentures to, among other things, amend the reporting covenant in the 2028 Debentures Indenture to substantially replicate the reporting requirements previously set forth in the indentures governing the Existing Notes. As a result of the amendment to the reporting covenant, the Company expects to cease filing periodic reports with the U.S. Securities and Exchange Commission. No Solicitation, No Registration The New Notes and related guarantees and the Existing Notes will not be registered under the Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. About Neiman Marcus Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC -- http://www.neimanmarcusgroup.com-- is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Last Call, Horchow, and mytheresa brand names. Neiman Marcus reported net earnings of $251.1 million in fiscal year 2018, compared to a net loss of $531.8 million in the fiscal year 2017. As of Jan. 26, 2019, the Company had $7.26 billion in total assets, $810.2 million in total current liabilities, $6.04 billion in total long-term liabilities, and $412.9 million in total member equity. Neiman Marcus stated in its quarterly report on Form 10-Q for the period ended Jan. 26, 2019 that, "We believe that cash generated from our operations, our existing cash and cash equivalents and available sources of financing will be sufficient to fund our cash requirements during the next 12 months, including merchandise purchases, operating expenses, anticipated capital expenditure requirements, debt service requirements, income tax payments and obligations related to our Pension Plan. "We regularly evaluate our liquidity profile, and various financing, refinancing and other alternatives for opportunities to enhance our capital structure and address maturities under our existing debt arrangements. If opportunities are available on favorable terms, we may seek to refinance, exchange, amend and/or extend the terms of our existing debt or issue or incur additional debt." On March 1, 2019, the Company reached an agreement in principle with the ad hoc committees of Noteholders and Term Lenders regarding the framework of a comprehensive series of transactions to extend the maturities of the Notes and Term Loans, as outlined in a term sheet disclosed in the Company's Current Report on Form 8-K filed on March 1, 2019. "The Company is engaged with the ad hoc committees of Noteholders and Term Lenders in ongoing negotiations with the goal of agreeing on definitive documentation with respect to such transaction. If the Company is unable to complete these transactions as contemplated or any other alternative transaction, on favorable terms or at all, due to market conditions or otherwise, its financial condition could be materially and adversely affected," Neiman Marcus said. * * * As reported by the TCR on March 29, 2019, Moody's affirmed the company's Corporate Family Rating at 'Caa3' and its Probability of Default rating of 'Ca-PD'. This rating action follows the Company's announcement on March 25, 2019 that it has entered into a transaction support agreement with lenders representing approximately 57% of the company's Term Loan and more than 60% of the holders of the Company's Unsecured Notes. NEIMAN MARCUS: Files Form 10-Q for Quarter Ended April 27, 2019 --------------------------------------------------------------- Neiman Marcus Group LTD LLC filed with the U.S. Securities and Exchange Commission on June 11, 2019, its quarterly report on Form 10-Q reporting a net loss of $31.18 million on $1.05 billion of total revenues for the 13 weeks ended April 27, 2019, compared to a net loss of $19.88 million on $1.16 billion of total revenues for the 13 weeks ended April 28, 2018. For the 39 weeks ended April 27, 2019, the Company reported a net loss of $88.36 million on $3.55 billion of total revenues compared to net earnings of $326.43 million on $3.76 billion of total revenues for the 39 weeks ended April 28, 2018. As of April 27, 2019, Neiman Marcus had $7.35 billion in total assets, $751.43 million in total current liabilities, $6.23 billion in total long-term liabilities, and $377.06 million in total member equity. The Company's primary sources of short-term liquidity are comprised of cash and cash equivalents, credit card receivables and availability under its asset-based revolving credit facility. The amounts of cash and cash equivalents and borrowings under the Asset-Based Revolving Credit Facility are influenced by a number of factors, including revenues, working capital levels, payment terms, the level of capital expenditures, cash requirements related to financing instruments and debt service obligations, Pension Plan funding obligations and tax payment obligations, among others. The Company's working capital requirements fluctuate during the fiscal year, peaking during the first and third quarters of each fiscal year as a result of higher seasonal levels of inventories. The Company has typically financed its cash requirements with available cash and cash equivalents, cash flows from operations and, if necessary, with cash provided from borrowings under the Asset-Based Revolving Credit Facility. The Company had $455.0 million of outstanding borrowings under the Asset-Based Revolving Credit Facility and $1.3 million outstanding letters of credit as of April 27, 2019 compared to $162.0 million of outstanding borrowings and $1.8 million outstanding letters of credit as of April 28, 2018. At April 27, 2019, the Company had unused borrowing commitments of $443.8 million, subject to a borrowing base, of which $90.0 million of such capacity is available to the Company subject to the maintenance of a minimum fixed charge coverage ratio and to further restrictions. Additionally, the Company held cash and cash equivalents and credit card receivables of $90.4 million bringing its available liquidity to $534.2 million at April 27, 2019. Neiman Marcus believes that cash generated from its operations, its existing cash and cash equivalents and available sources of financing will be sufficient to fund its cash requirements during the next 12 months, including merchandise purchases, operating expenses, anticipated capital expenditure requirements, debt service requirements, income tax payments and obligations related to its Pension Plan. Net cash used for the Company's operating activities of $135.4 million in year-to-date fiscal 2019 increased by $348.1 million from net cash provided by operating activities of $212.8 million in year-to-date fiscal 2018. This increase in net cash used for the Company's operating activities was due primarily to (i) higher net working capital requirements, (ii) higher cash interest requirements due primarily to cash interest payments on the PIK Toggle Notes in fiscal year 2019 compared to PIK interest in fiscal year 2018 and (iii) higher annual incentive bonus payments. Net cash used for investing activities, representing primarily capital expenditures, of $149.5 million in year-to-date fiscal 2019 increased by $39.8 million from $109.8 million in year-to-date fiscal 2018. The increase in capital expenditures in year-to-date fiscal 2019 reflects higher spending related to the construction of the new Hudson Yards store which opened in March 2019 and the remodeling of existing stores. Additionally, on April 17, 2019, the Company made a $17.2 million investment in Fashionphile. Currently, the Company projects capital expenditures for fiscal year 2019 to be approximately $195 to $220 million. Net of developer contributions, capital expenditures for fiscal year 2019 are projected to be approximately $175 to $195 million. The Company has and will continue to manage the level of capital spending in a manner designed to balance current economic conditions and business trends with its long-term initiatives and growth strategies. Net cash provided by financing activities of $285.0 million in year-to-date fiscal 2019 was comprised primarily of (i) net borrowings of $296.0 million under the Company's Asset-Based Revolving Credit Facility due to a lower level of cash flows from operations, higher seasonal working capital requirements and higher capital expenditures and (ii) net borrowings of $17.7 million under the mytheresa.com Credit Facilities prior to the Distribution due to higher seasonal working capital requirements, partially offset by (iii) repayments of borrowings of $22.1 million under our Senior Secured Term Loan Facility. Additionally, in April 2019, the Company made an applicable high yield discount obligation catch-up payment of $2.6 million to the holders of the PIK Toggle Notes. Net cash used for financing activities of $114.0 million in year-to-date fiscal 2018 was comprised primarily of (i) net repayment of borrowings of $101.0 million under its Asset-Based Revolving Credit Facility and (ii) repayments of borrowings of $22.1 million under its Senior Secured Term Loan Facility. A full-text copy of the Form 10-Q is available for free at: https://is.gd/k6kgHj About Neiman Marcus Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC -- http://www.neimanmarcusgroup.com-- is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Last Call, Horchow, and mytheresa brand names. Neiman Marcus reported net earnings of $251.1 million in fiscal year 2018, compared to a net loss of $531.8 million in the fiscal year 2017. As of Jan. 26, 2019, the Company had $7.26 billion in total assets, $810.2 million in total current liabilities, $6.04 billion in total long-term liabilities, and $412.9 million in total member equity. * * * As reported by the TCR on March 29, 2019, Moody's affirmed the company's Corporate Family Rating at 'Caa3' and its Probability of Default rating of 'Ca-PD'. This rating action follows the Company's announcement on March 25, 2019 that it has entered into a transaction support agreement with lenders representing approximately 57% of the company's Term Loan and more than 60% of the holders of the Company's Unsecured Notes. NEIMAN MARCUS: Incurs $31.2 Million Net Loss in Third Quarter ------------------------------------------------------------- Neiman Marcus Group LTD LLC reported financial results for the third quarter ended April 27, 2019. "We continue to drive innovation and are making long-term investments in technology and customer centric capabilities that will both enrich the shopping experience and position the company for long-term growth," said Geoffroy van Raemdonck, chief executive officer, Neiman Marcus Group. For the third quarter ended April 27, 2019, the Company reported total revenues of $1.1 billion, representing a decrease in comparable sales of 1.5% from the same quarter a year ago. During the quarter, the Company reported a net loss of $31.2 million compared with a net loss of $19.9 million for the third quarter of fiscal year 2018. Adjusted EBITDA for the third quarter was $126.5 million compared to Adjusted EBITDA of $143.8 million for the third quarter a year ago. Excluding MyTheresa, U.S. Adjusted EBITDA for the third quarter was $126.5 million compared to Adjusted EBITDA of $143.1 million for the third quarter a year ago. For the 39 weeks ended April 27, 2019, the Company reported total revenues of $3.6 billion, representing an increase in comparable sales of 0.7%. The Company reported a net loss of $88.4 million for the 39 weeks ended April 27, 2019 compared with net earnings of $326.4 million in the prior year. The prior year included a provisional non-cash income tax benefit of approximately $386.2 million. Adjusted EBITDA for the 39 weeks ended April 27, 2019 was $396.1 million compared to $421.0 million for the same period in the prior year. Excluding MyTheresa, U.S. Adjusted EBITDA for the 39 weeks ended April 27, 2019 was $397.0 million compared to $410.5 million for the same period in the prior year. The Company recorded a provisional non-cash income tax benefit of approximately $386.2 million in year-to-date fiscal 2018 due to the impact of the Tax Cuts and Jobs Act, which was signed into law on Dec. 22, 2017. As of April 27, 2019, Neiman Marcus had $7.35 billion in total assets, $751.43 million in total current liabilities, $6.23 billion in total long-term liabilities, and $377.06 million in total member equity. In September 2018, the Company effected an organizational change as a result of which the entities through which the Company operated the MyTheresa business now sit directly under Neiman Marcus Group, Inc., the Company's ultimate parent entity. Subsequent to the Distribution, the assets, liabilities and operating results of MyTheresa are excluded from the Company's Condensed Consolidated Financial Statements. In the Company's Condensed Consolidated Balance Sheets, the assets and liabilities of MyTheresa are excluded as of April 27, 2019 and included as of April 28, 2018. The Company's Condensed Consolidated Statements of Operations exclude the operating results of MyTheresa for the third quarter of fiscal year 2019 and include the operating results of MyTheresa for only the two months prior to the Distribution in the 39 weeks ended April 27, 2019. As it relates to the third quarter of fiscal year 2018 and the 39 weeks ended April 28, 2018, the operating results of MyTheresa are included for all periods presented. For the third quarter ended March 31, 2019, NMG Germany GmbH and its subsidiaries reported net revenues of EUR97.5 million (or $110.7 million), an increase of 23.6% from the corresponding quarter in fiscal year 2018. This strong growth is in line with the continued success of the MyTheresa Group expanding its presence outside Europe. MyTheresa Group operative EBITDA increased from EUR0.2 million (or $0.7 million) in the third quarter of fiscal year 2018 to EUR4.1 million (or $4.4 million) in the corresponding quarter of the current fiscal year. For the 39 weeks ended March 31, 2019, the MyTheresa Group net revenues were EUR272.0 million (or $311.5 million), representing growth of 25.7% to the corresponding period in fiscal year 2018. The MyTheresa Group continues to strengthen its top line performance with outstanding brand partnerships as well as high customer service. Operative EBITDA increased from EUR8.4 million (or $10.4 million) in fiscal year 2018 to EUR15.3 million (or $17.4 million) in fiscal year 2019. Operationally, the group has benefited from stable product margins, greater marketing efficiency and increasing scale effects. The success of the MyTheresa Group underlines its unique positioning in a high growth environment. In the first quarter of fiscal year 2019, the Company adopted new accounting guidance which resulted in (i) the inclusion of income from the Company's credit card program within revenues, (ii) the reclassification of components of net benefit costs from selling, general and administrative expenses and (iii) the gross balance sheet presentation of estimates for sales returns and recoverable inventories within other current assets. Certain prior period income statement amounts have been reclassified for comparability with the current year presentation related to the inclusion of income from the Company's credit card program within revenues and the correction of the Company's previous income statement classification of certain reserves for sales returns and promotional programs. The reclassifications had no net impact on net earnings (loss). As previously disclosed in the Company's Current Report on Form 8-K filed on March 25, 2019, the Company, certain of its affiliates, an ad hoc committee of holders of a majority of the Company's Cash Pay Notes and PIK Toggle Notes and an ad hoc committee of holders of a majority of outstanding term loans under the Company's senior secured term loan facility entered into a transaction support agreement regarding a comprehensive set of transactions to, among other things, extend the maturities of the Existing Notes and Term Loans by three years. In connection with the Recapitalization Transactions, effective June 7, 2019 the Company amended the senior secured term loan facility, converting 99.5% of the total outstanding principal amount of Term Loans into extended term loans that will mature in October 2023, and entered into an amendment to the asset-based revolving credit facility to expand the collateral package securing the Company's and other guarantors' obligations thereunder. The Company also issued $550.0 million aggregate principal amount of new second lien notes due 2024 that accrue cash interest at 8.000% per annum and interest payable in kind at 6.000% per annum. The net proceeds from the issuance of New Second Lien Notes were used to prepay $526.9 million of Extended Term Loans and pay fees and a portion of the expenses related to the Recapitalization Transactions. Concurrently with the consummation of the New Second Lien Notes offering and amendment and extension of the Company's credit facilities, the Company completed private exchange offers and consent solicitations relating to its existing senior unsecured notes pursuant to which $879.3 million of Cash Pay Notes and $599.2 million of PIK Toggle Notes were exchanged at par for $730.5 million of new third lien notes due 2024, bearing cash interest at a rate of 8.000% per annum, $497.8 million of new third lien notes due 2024, bearing cash interest at a rate of 8.750% per annum, respectively, and an aggregate of 250,000,000 shares of Series A Preferred Stock of MYT Holding Co., an indirect wholly-owned subsidiary of Neiman Marcus Group, Inc. that indirectly holds MyTheresa. In connection with the Exchange Offers, the Company solicited and received the required number of consents from holders of Existing Notes to execute supplemental indentures effecting certain amendments to the indentures governing the Existing Notes. On June 7, 2019, concurrently with the consummation of the Recapitalization Transactions, the Company's direct, wholly-owned subsidiary, The Neiman Marcus Group LLC, together with the holders of a majority of the outstanding principal amount of the 2028 Debentures and the trustee, amended the indenture governing the 2028 Debentures. Among other things, the amendment provides for "equal and ratable" liens on certain owned real estate properties, real estate ground leases and real estate operating leases of The Neiman Marcus Group LLC and its subsidiaries and on shares of capital stock and indebtedness of certain subsidiaries, in each case pari passu with the Extended Term Loans. A full-text copy of the press release is available for free at: https://is.gd/DsQebv About Neiman Marcus Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC -- http://www.neimanmarcusgroup.com/-- is a luxury, multi-branded, omni-channel fashion retailer conducting integrated store and online operations under the Neiman Marcus, Bergdorf Goodman, Last Call, Horchow, and mytheresa brand names. Neiman Marcus reported net earnings of $251.1 million in fiscal year 2018, compared to a net loss of $531.8 million in the fiscal year 2017. As of Jan. 26, 2019, the Company had $7.26 billion in total assets, $810.2 million in total current liabilities, $6.04 billion in total long-term liabilities, and $412.9 million in total member equity. Neiman Marcus stated in its quarterly report on Form 10-Q for the period ended Jan. 26, 2019 that, "We believe that cash generated from our operations, our existing cash and cash equivalents and available sources of financing will be sufficient to fund our cash requirements during the next 12 months, including merchandise purchases, operating expenses, anticipated capital expenditure requirements, debt service requirements, income tax payments and obligations related to our Pension Plan. "We regularly evaluate our liquidity profile, and various financing, refinancing and other alternatives for opportunities to enhance our capital structure and address maturities under our existing debt arrangements. If opportunities are available on favorable terms, we may seek to refinance, exchange, amend and/or extend the terms of our existing debt or issue or incur additional debt." On March 1, 2019, the Company reached an agreement in principle with the ad hoc committees of Noteholders and Term Lenders regarding the framework of a comprehensive series of transactions to extend the maturities of the Notes and Term Loans, as outlined in a term sheet disclosed in the Company's Current Report on Form 8-K filed on March 1, 2019. "The Company is engaged with the ad hoc committees of Noteholders and Term Lenders in ongoing negotiations with the goal of agreeing on definitive documentation with respect to such transaction. If the Company is unable to complete these transactions as contemplated or any other alternative transaction, on favorable terms or at all, due to market conditions or otherwise, its financial condition could be materially and adversely affected," Neiman Marcus said. * * * As reported by the TCR on March 29, 2019, Moody's affirmed the company's Corporate Family Rating at 'Caa3' and its Probability of Default rating of 'Ca-PD'. This rating action follows the Company's announcement on March 25, 2019 that it has entered into a transaction support agreement with lenders representing approximately 57% of the company's Term Loan and more than 60% of the holders of the Company's Unsecured Notes. NEONODE INC: All Five Proposals Approved at Annual Meeting ---------------------------------------------------------- Neonode Inc. held its 2018 Annual Meeting of Stockholders on June 5, 2019, at which the stockholders: 1. elected Mr. Ulf Rosberg to the Board of Directors of the Company for a three year term as Class II director; 2. indicated their approval on the advisory vote related to named executive officer compensation; 3. ratified the appointment of KMJ Corbin & Company LLC to serve as the Company's independent auditors for the year ended Dec. 31, 2019; 4. approved the amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 10,000,000 shares to 15,000,000 shares; and 5. approved the amendment to the Company's Restated Certificate of Incorporation to enable conversion of Series B Preferred Stock at the Company's option. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops, manufactures and sells advanced sensor modules based on the company's proprietary zForce AIR technology. Neonode zForce AIR Sensor Modules enable touch interaction, mid-air interaction and object sensing and are ideal for integration in a wide range of applications within the automotive, consumer electronics, medical, robotics and other markets. The Company also develops and licenses user interfaces and optical interactive touch solutions based on its patented zForce CORE technology. To date, Neonode's technology has been deployed in approximately 67 million products, including 4 million cars and 63 million consumer devices. The Company is headquartered in Stockholm, Sweden and was established in 2001. Neonode reported a net loss attributable to the Company of $3.06 million for the year ended Dec. 31, 2018, compared to a net loss attributable to the Company of $4.70 million for the year ended Dec. 31, 2017. As of March 31, 2019, Neonode had $12.94 million in total assets, $4.01 million in total liabilities, and $8.93 million in total stockholders' equity. "We have experienced substantial net losses in each fiscal period since our inception. These net losses resulted from a lack of substantial revenues and the significant costs incurred in the development and acceptance of our technology. Our ability to continue as a going concern is dependent on our ability to implement our business plan. If our operations do not become cash flow positive, we may be forced to seek sources of capital to continue operations. No assurances can be given that we will be successful in obtaining such additional financing on reasonable terms, or at all. If adequate funds are not available when needed on acceptable terms, or at all, we may be unable to adequately fund our business plan, which could have a negative effect on our business, results of operations, and financial condition," the Company said in its Annual Report on Form 10-K for the year ended Dec. 31, 2018. NSC WHOLESALE: July 16 Confirmation Hearing on Liquidation Plan --------------------------------------------------------------- The hearing on the final approval of the disclosure statement and the Chapter 11 plan of liquidation of NSC Wholesale Holdings, LLC, National Wholesale Liquidators of Lodi, Inc., NSC Realty Holdings LLC, NSC of West Hempstead, LLC, Top Key LLC, BP Liquor LLC, and Teara LLC, is scheduled for July 16, 2019 at 10:00 AM. Objections are due by July 8. Class 4 - General Unsecured Claims are impaired with estimated allowed claim amount $44.5 million and will be treated as follows: (i) each Holder of an Allowed Class 4 Unsecured Claim other than the Prepetition Lender Deficiency Claim, shall receive a Pro Rata Share (calculated without considering the Prepetition Lender Deficiency Claim) of 20% of the first $965,000 of Distributable Proceeds, if any, that remain in the Distribution Account following payment of the Adequate Protection Payments, and (ii) thereafter, each Holder of an Allowed Class 4 Unsecured Claim (including the Prepetition Lender Deficiency Claim) shall receive a Pro Rata Share of any additional Distributable Proceeds. A full-text copy of the Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/y4lnxj6w from PacerMonitor.com at no charge. The Plan was filed by Mark Minuti, Esq., and Monique B. DiSabatino, Esq., at Saul Ewing Arnstein & Lehr LLP, in Wilmington, Delaware. About NSC Wholesale NSC Wholesale Holdings and its subsidiaries -- https://www.nwlshop.com/ -- own and operate a chain of 11 general merchandise close-out stores located in four states: Massachusetts, New Jersey, New York and Pennsylvania. The Stores, which operate under the name "National Wholesale Liquidators," are targeted to lower and lower/middle income customers in densely populated urban and suburban markets. At October 2018, the Company had 695 employees, 629 of whom are employed on a full time basis and 66 of whom are employed part time. On Oct. 24, 2018, NSC Wholesale and six of its subsidiaries filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 18-12394). In the petition signed by CEO Scott Rosen, the Debtors estimated assets and liabilities at $10 million to $50 million. Hon. Kevin J. Carey oversees the cases. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as bankruptcy counsel; Getzler Henrich & Associates LLC and SSG Advisors LLC as financial advisor and investment banker; and Omni Management Group Inc. as claims & noticing agent. OMEROS CORP: All Three Proposals Approved at Annual Meeting ----------------------------------------------------------- At the Annual Meeting of Shareholders of Omeros Corporation held on June 7, 2019, the Company's stockholders: (a) elected Ray Aspiri, Thomas F. Bumol, Ph.D., Arnold C. Hanish, and Rajiv Shah, M.D. to serve as directors; (b) approved the amendment and restatement of the Company's 2017 Omnibus Incentive Compensation Plan; and (c) ratified the appointment of Ernst & Young LLP as Omeros' independent registered public accounting firm for the fiscal year ending Dec. 31, 2019. Mr. Aspiri, Mr. Hanish and Dr. Shah were elected as Class I directors, each to serve until the 2022 Annual Meeting of Shareholders, and Dr. Bumol was elected as a Class III director, to serve until the 2021 Annual Meeting of Shareholders, or, in each case, until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Amendment and Restatement of 2017 Incentive Plan Under the amended and restated Plan, the aggregate number of shares authorized for issuance was increased by 5,000,000 shares to a total of 8,600,000 shares. The Amended Plan also includes additional limits on the recycling of shares, clarifies that Omeros may not repurchase outstanding options or stock appreciation rights without obtaining shareholder approval, and provides that any cash dividends accrued on any outstanding shares of restricted stock issued under the Amended Plan shall not be paid unless and until such shares have become vested. The Amended Plan contains certain other administrative changes, including the removal of provisions that no longer apply due to the elimination, as part of the Tax Cuts and Jobs Act of 2017, of the exception for performance-based compensation from the deductibility limitation in Section 162(m) under the Internal Revenue Code. Officer Resignation and Appointment On June 10, 2019 Marcia S. Kelbon stepped down from her positions as the Company's vice president, patents, general counsel and secretary as part of a planned transition to retirement after eighteen years with Omeros. Ms. Kelbon will continue her role of vice president, legal affairs at Omeros until her retirement, planned for near year-end 2019. Peter B. Cancelmo was appointed as the Company's vice president, general counsel and corporate secretary, also effective June 10, 2019. Mr. Cancelmo joined Omeros in January 2019 as deputy general counsel, corporate governance and securities. Prior to joining the Company, Mr. Cancelmo was a principal and shareholder with Garvey Schubert Barer, P.C., where he represented clients in the life sciences and other technology industries in mergers, acquisitions, strategic alliances, public and private securities offerings, and a range of other corporate, commercial and financial transactions. He served as chair of the firm's business practice group from 2016 until his departure in December 2018. Before Garvey Schubert Barer, Mr. Cancelmo practiced corporate and transactional law at Davies, Ward, Phillips and Vineberg LLP, in New York, and Choate, Hall & Stewart LLP, in Boston. Mr. Cancelmo received his J.D. from Boston University and his B.A. from Saint Michael's College. About Omeros Corporation Omeros Corporation -- http://www.omeros.com/-- is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, complement-mediated diseases and disorders of the central nervous system. The Company's drug product OMIDRIA (phenylephrine and ketorolac intraocular solution) 1% / 0.3% is marketed for use during cataract surgery or intraocular lens (IOL) replacement to maintain pupil size by preventing intraoperative miosis (pupil constriction) and to reduce postoperative ocular pain. In the European Union, the European Commission has approved OMIDRIA for use in cataract surgery and other IOL replacement procedures to maintain mydriasis (pupil dilation), prevent miosis (pupil constriction), and to reduce postoperative eye pain. Omeros has multiple Phase 3 and Phase 2 clinical-stage development programs focused on: complement-associated thrombotic microangiopathies; complement-mediated glomerulonephropathies; Huntington's disease and cognitive impairment; and addictive and compulsive disorders. In addition, Omeros has a diverse group of preclinical programs and a proprietary G protein-coupled receptor (GPCR) platform through which it controls 54 new GPCR drug targets and corresponding compounds, a number of which are in pre-clinical development. The company also exclusively possesses a novel antibody-generating platform. The Company is headquartered in Seattle, Washington. Omeros reported a net loss of $126.75 million for the year ended Dec. 31, 2018, compared to a net loss of $53.48 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $101.24 million in total assets, $44.50 million in total current liabilities, $26.57 million in lease liabilities, $151.18 million in unsecured convertible senior notes, and a total shareholders' deficit of $121.01 million. Ernst & Young LLP, in Seattle, Washington, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018 stating that the Company has suffered losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ORCHIDS PAPER: Committee Objects to Strategy Officer Hiring ----------------------------------------------------------- The Official Committee of Unsecured Creditors objects to Orchids Paper Products Company's Motion (i) to Retain Deloitte Transactions and Business Analytics LLP to Provide the Debtors with an Interim Chief Strategy Officer and Certain Additional Personnel, and (ii) Designate Richard S. Infantino as Interim Chief Strategy Officer for the Debtors, Nunc Pro Tunc to the Petition Date. The Committee points out that the Court should deny the proposed retention of Deloitte and Mr. Infantino to act as the CSO and for additional personnel from Deloitte to work on this matter because they have an actual conflict of interest. The Committee further points out that in Appendix B to Deloitte's Engagement Letter, Deloitte and Mr. Infantino attempt to avoid the actual conflict of interest by stating that they will effectively not interact with Black Diamond in these cases. According to the Committee, while the Debtors seek to retain Mr. Infantino as CSO under section 363 of the Bankruptcy Code using the Jay Alix Protocol, Deloitte must still comply with the standard of review set forth under section 327(a) of the Bankruptcy Code that they have no disqualifying connections to these cases except as permitted by the Jay Alix Protocol, which is essentially limited to the management consultant having been a pre-petition officer of the debtor. The Committee complains that while Deloitte and the Debtors will argue that Mr. Infantino and Deloitte have no involvement with Black Diamond pursuant to the Engagement Letter, Mr. Infantino's testimony demonstrates and proves the opposite is true. The Committee, as a representative of all unsecured creditors, objects to the retention of Deloitte because of its actual conflict of interest in connection with its relationship with Black Diamond, as evidenced by all of the various tasks in which Deloitte acknowledges it cannot perform for the Debtors because of the conflict with Black Diamond. The Committee asserts that in these cases, it is clear that (i) Deloitte is currently doing work in unrelated matters for Black Diamond and that Black Diamond is an audit client of Deloitte, (ii) Black Diamond, through a joint venture, is the Debtors’ pre-petition secured lender, the DIP lender and stalking horse bidder, and (iii) Deloitte and Mr. Infantino are still actively interfacing with Black Diamond on behalf of the Debtors on both the DIP financing and sale process despite the contrary assertions in the Deloitte Retention Application. The Committee submits that the proposed indemnification provisions provided for in Deloitte’s November 8, 2018 Engagement Letter and the attached General Business Terms & Conditions are too broad and run afoul of the Third Circuit’s decision in In re United Artists Theater Co., 315 F. 3d 217, 234 (3rd Cir. 2003). The Committee points out that the proposed retention of Deloitte under section 363 of the Bankruptcy Code is deficient because it fails to provide the Court or the parties with a standard of review of Deloitte's requests for fees and expenses. The Committee is represented by Marc J. Phillips, Esq., at CKR Law LLP, in Wilmington, Delaware; and Ken Rosen, Esq., Mary Seymour, Esq., Joseph J. DiPasquale, Esq., Jennifer Kimble, Esq., and Gabriel L. Olivera, Esq., at Lowenstein Sandler LLP, in New York. About Orchids Paper Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D.Del., Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. Hon. Mary F. Walrath oversees the cases. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. Andrew Vara, acting U.S. trustee for Region 3, on April 15 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Orchids Paper Products Company and its affiliates. The Committee retained Lowenstein Sandler LLP, as counsel; and CKR Law LLP as its Delaware counsel. PALMER EQUIPMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Palmer Equipment LLC PO Box 86 Salina, UT 84654 Business Description: Palmer Equipment LLC -- https://www.balewagons.com/ -- is a manufacturer of agricultural equipment. The Company also provides equipment repair, annual maintenance, equipment restoration, and equipment upgrades services. Chapter 11 Petition Date: June 11, 2019 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Case No.: 19-24265 Judge: Hon. William T. Thurman Debtor's Counsel: Brian D. Johnson, Esq. BRIAN D. JOHNSON P.C. 290 25th Street, Suite 208 Ogden, UT 84401 Tel: (801) 394-2336 Fax: (801) 866-0102 E-mail: courtmail@bdjexpresslaw.com - and - Roger A. Kraft, Esq. ROGER A. KRAFT ATTORNEY AT LAW, P.C. 7660 S. Holden Street Midvale, UT 84047 Tel: (801) 255-8550 Fax: (801)255-8551 E-mail: courtmail@rogerkraftlaw.com roger@rogerkraftlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ryan Palmer, managing partner. The Debtor did not submit a list of its 20 largest unsecured creditors together with the petition at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/utb19-24265.pdf PEM FAMILY: July 31 Hearing on Disclosure Statement --------------------------------------------------- The hearing on the final approval of the disclosure statement and confirmation of the Chapter 11 Plan of The PEM Family Limited Partnership I, The SAM Family Limited Partnership I, PEM Irrevocable Trust I and SAM Irrevocable Trust I, on July 31, 2019 at 10:00 a.m. Deadline for objections to confirmation on June 21, 2019 (40 days before Confirmation Hearing). Deadline for objections to claims on July 11, 2019 (20 days before Confirmation Hearing). Deadline for filing ballots accepting or rejecting plan on July 26, 2019 (3 business days before Confirmation Hearing). About PEM Family Limited Boca Raton, Fla.-based PEM Family Limited Partnership I and its affiliates filed voluntary Chapter 11 petitions (Bankr. S.D. Fla. Lead Case No. 19-12916) on March 5, 2019. In the petitions signed by Philip E. Morgaman, trustee for PEM Family's general partner, PEM LLC, the Debtors each declared $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The case has been assigned to Judge Mindy A. Mora. Craig A. Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC, is the Debtors' legal counsel. PERFECT BROW: June 28 Auction of All Assets Set ----------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized the bidding procedures of Perfect Brow Art, Inc. and its debtor-affiliates in connection with the sale of substantially all assets at auction. The salient terms of the Bidding Procedures are: a. Bid Deadline: June 24, 2019 at 5:00 p.m. (CST) b. Initial Bid: The initial overbid must be (i) if a Stalking Horse Agreement was submitted on or before the Stalking Horse Designation Date and another Qualified Bidder bids on the Purchased Assets, equal to the sum of the Stalking Horse Bid, plus the Termination Fee, plus $50,000 or (ii) if a Stalking Horse Agreement was not submitted on or before the Stalking Horse Designation Date, $50,000 greater than the offer the Seller designates, after consulting with the Committee, containing the highest or best offer for the Purchased Assets. c. Deposit: 2.5% of the Initial Bid d. Auction: The Auction will be conducted on June 28, 2019 at 10:00 a.m. (CST) at the offices of Levenfeld Pearlstein, LLC, 2 North LaSalle Street, Suite 1300, Chicago, Illinois 60602 or such other location designed by the Seller in advance of the Bid Deadline. e. Bid Increments: TBD f. Sale Hearing: July 2, 2019 at 1:00 p.m. (CT) The Assumption and Assignment Procedures for the assumption and assignment of the Contracts and Leases are authorized, approved, and made part of the Order. If there is a Stalking Horse Bidder by June 14, 2019, (i) the Debtors will file the Stalking Horse Purchase Agreement by June 14, 2019; (ii) the Termination Fee and other bid protections as set forth in the Bidding Procedures are approved and the Debtor is authorized and directed to pay any and all amounts owing to the Stalking Horse Bidder in accordance with the terms of the Bidding Procedures, including the Termination Fee, without further order of the Court; and (iii) the Court, if necessary, will hold a status hearing on the SaleMotion on June 18, 2019 at 1:00 p.m. in the event that the Committee does not approve the Stalking Horse Purchase Agreement. If the Stalking Horse Bidder becomes entitled to payment from the Debtor under the Bidding Procedures for the Termination Fee, the Termination Fee will be paid upon consummation, and from the proceeds, of a transaction with a buyer other than the Purchaser. The Auction Notice is sufficient to provide effective notice ofthe Bidding Procedures, the Auction, and the Sale to all interested parties, pursuant to Bankruptcy Rules 2002(a)(2) and 6004(a), and is approved. The Debtors will also advertise the sale on the Daily Dac for two consecutive weeks which advertisement shail constitute publication notice. The Cure Notice is approved. Within three days ofthe entry of the Order, the Debtors will file and serve (i) the Auction Notice upon all Auction Notice Parties. Additionally, the Debtors will forward courtesy copies of the Auction Notice to all entities known to the Debtors who have expressed an interest in a transaction with respect to the Purchased Assets during the last 12 months. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Perfect_Brow_293_Order.pdf About Perfect Brow Art Perfect Brow Art, Inc., a company based in Highland Park, Illinois, and certain of its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 19-01811) on Jan. 22, 2019. In the petitions signed by Elizabeth Porikos-Gorgees, president and sole shareholder, Perfect Brow Art estimated $1 million to $10 million in both assets and liabilities while its affiliate P.B. Art Franchise estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Carol A. Doyle oversees the case. The Debtors tapped Goldstein & McClintock LLLP as their bankruptcy counsel, and Stretto as their claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 13, 2019. PRINTEX INC: Seeks to Hire Cruse.Chaney-Faughn as Legal Counsel --------------------------------------------------------------- Printex, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Cruse.Chaney-Faughn, PC, as their legal counsel. The firm will advise the company and its affiliates, Medford Randal Park and Midamerica Pick & Pack Inc., regarding their powers and duties under the Bankruptcy Code and will provide other legal services in connection with their Chapter 11 cases. The firm's hourly rates are: Fredrich Cruse Attorney $225 Bobbi Daughtery Paralegal $80 Medford and Midamerica each paid the firm an advance fee in the sum of $3,000 for services provided prior to the petition date, and $1,717 for the filing fees. Meanwhile, the firm received the sum of $4,000 from Printex for its pre-bankruptcy services and $1,717 for the filing fee. Fredrich Cruse, Esq., a principal of Cruse.Chaney-Faughn, disclosed in court filings that he and his firm do not represent any interest adverse to the Debtors and their estates. The firm can be reached through: Fredrich J. Cruse, Esq. 718 Broadway P.O. Box 914 Hannibal, MO 63401 Telephone: (573) 221-1333 Fax: (573) 221-1448 Email: fcruse@cruselaw.com About Printex Inc. Printex Inc. and its affiliates, Medford Randal Park and Midamerica Pick & Pack Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case Nos. 19-20132 to 19-20134) on May 31, 2019. At the time of the filing, Printex estimated assets of between $1 million to $10 million and liabilities of the same range. Meanwhile, Midamerica Pick estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Cruse.Chaney-Faughn, PC, is the Debtors' their legal counsel. R. GANT PROPERTIES: Case Summary & 3 Unsecured Creditors -------------------------------------------------------- Debtor: R. Gant Properties, LLC dba Legacy Hills Apartments 4424 Hill Ave. B109 Toledo, OH 43615 Business Description: R. Gant Properties, LLC is a privately held company that operates in the real estate industry. Chapter 11 Petition Date: June 11, 2019 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Case No.: 19-31854 Judge: Hon. Mary Ann Whipple Debtor's Counsel: Raymond L. Beebe, Esq. DILLER AND RICE, LLC 1107 Adams Street Toledo, OH 43623 Tel: 419-244-8500 Fax: 419-244-8538 E-mail: raymond@drlawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Roosevelt Gant, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/ohnb19-31854.pdf RADIATE HOLDCO: S&P Rates $300MM Incremental Term Loan 'B' ---------------------------------------------------------- S&P Global Ratings assigned a 'B' issue-level rating and '3' recovery rating to Radiate Holdco LLC's planned $300 million incremental term loan B due 2024. While this will result in modestly higher secured claims under a simulated default, S&P's existing issue-level rating on the secured debt remains 'B' because it continues to expect secured lenders to receive between 50% and 70% recovery in the event of a default, consistent with a '3' recovery rating. The company plans to use proceeds for a dividend to shareholders. "We believe this debt-financed dividend is somewhat negative for the company's credit metrics but is consistent with the financial policy employed by private-equity firm TPG Capital, which we have already factored into the 'B' issuer credit rating," S&P said. "Following this transaction, we estimate that S&P Global Ratings-adjusted leverage will increase by about 0.5x to about 7x on a last-12-month basis, which is still below our downgrade trigger of 7.5x. We also believe the company has the ability to de-lever by about 0.5x per year through 2020 enabled by predictable earnings growth from increasing demand for high-speed data (HSD) internet connections," the rating agency said. S&P projects that high-margin HSD revenue will grow by 10% or more over the next two years from a combination of increases in homes passed, market share gains from slower copper-based connections, increasing commercial revenue, and rising pricing as customers adopt faster speeds. The rating agency believes this will more than offset the impact of low-margin video customer erosion, resulting in EBITDA growth of 5%-8% per year. Ratings List New Rating Radiate Holdco, LLC Issuer Credit Rating B/Stable/-- New Rating Radiate Holdco, LLC Senior Secured US$300 mil incremental term ln B Recovery Rating 3(55%) REGENTS HOLDINGS: Akerly Law Represents Morgan, et al. ------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Akerly Law PLLC provided notice that it is representing these creditors in the Chapter 11 cases of Regent Holdings, Inc.: * Rick Morgan, * John Matthews, * Chris Minton, * Jake Thompson, * Eileen McCarthy, * Lori Beahm, and * Holly Cohoon. The Creditors hold claims, jointly, against the Debtor Regents Holdings, LLC, in excess of $1 million as alleged in the lawsuit against Debtor pending in the Chancery Court of the First Judicial District of Hinds County, Mississippi, styled Rick Morgan and John Matthews v. Regents Consulting Group, LLC and Regents Holdings, Inc. and assigned Civil Action No. G2018-319. The Firm can be reached at: Bruce W. Akerly, Esq. AKERLY LAW PLLC 878 S. Denton Tap Road, Suite 100 Coppell, TX 75019 Telephone: 469-444-1878 Fax: 469-444-1801 E-mail: bakerly@akerlylaw.com About Regents Holdings Regents Holdings, Inc., is a subsidiary of 1218, Inc., a staffing agency with headquarters in Dallas, Texas. Regents Holdings sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-31313) on April 12, 2019. The Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The Hon. Stacey G. Jernigan is the case judge. Curtis Castillo PC, led by Mark A. Castillo, is the Debtor's counsel. REV GROUP: Moody's Withdraws B1 CFR for Business Reasons -------------------------------------------------------- Moody's Investors Service withdrew its ratings for REV Group, Inc., including the company's B1 Corporate Family Rating and B1-PD Probability of Default Rating. The following ratings and outlook for REV Group, Inc. were withdrawn: Corporate Family Rating, previously B1 Probability of Default Rating, previously B1-PD Senior secured revolving credit facility due 2022, previously B1 (LGD4) Speculative Grade Liquidity Rating, previously SGL-3 Outlook, previously Stable RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. REV is a producer of specialty vehicles that operates in three segments: Commercial, Fire & Emergency, and Recreation. American Industrial Partners is a controlling shareholder, owning over 50% percent of the company's common shares. Revenues for the twelve month period ended April 30, 2019 totaled $2.4 billion. RICHARD OSBORNE: $40K Sale of Mentor Vacant Lot to Signature Okayed ------------------------------------------------------------------- Judge Arthur I. Harris of the U.S. Bankruptcy Court for the Northern District of Ohio authorized Richard M. Osborne's sale of interest in the vacant lot located on Plaza Boulevard, Mentor, Ohio, PPN 16B031B000310, to Signature Health, Inc. for $40,000, less payment of all outstanding real estate taxes and assessments due Lake County Ohio and costs of sale such as customary prorations, broker commissions and fees through the closing date. A hearing on the Motion and the Objection was held on June 4, 2019 at 11:00 a.m. The sale is free and clear of any interest of any entity other than the estate. The Debtor and the Closing Agent are each authorized to disburse from the Gross Sale Proceeds the amount necessary to pay the Real Estate Taxes, the Closing Costs through the closing date and to pay the Net Proceeds to Citizens. All other interests in Plaza Boulevard are transferred to the Net Proceeds subject and pursuant to later order of the 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. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Richard_Osborne_463_Order.pdf 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. RJL ENTERTAINMENT: Case Summary & 6 Unsecured Creditors ------------------------------------------------------- Debtor: RJL Entertainment, Inc. dba Club Cheetah 924 Leopard Corpus Christi, TX 78401 Business Description: RJL Entertainment Inc. owns and operates an adult entertainment club in Corpus Christi, Texas. Chapter 11 Petition Date: June 11, 2019 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Case No.: 19-20273 Judge: Hon. David R. Jones Debtor's Counsel: Nathaniel Peter Holzer, Esq. JORDAN, HOLZER & ORTIZ, P.C. 500 N Shoreline Dr, Ste 900 Corpus Christi, TX 78401 Tel: 361-884-5678 Fax: 361-888-5555 E-mail: pholzer@jhwclaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard A. Conlon, president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-20273.pdf ROOFTOP GROUP: Hires Reed Smith as Bankruptcy Counsel ----------------------------------------------------- Rooftop Group International Pte., Ltd., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Reed Smith LLP, as bankruptcy counsel to the Debtor. The Debtor previously hired Bryan Cave Leighton Paisner LLP as counsel. Rooftop Group requires Reed Smith to: a. take all necessary actions to protect and preserve the Debtor's estate, including, if required by the facts and circumstances, the prosecution of adversary proceedings and other actions and matters on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes, including litigation, in which the Debtor is involved, and the preparation of objections to, or motions to estimate, claims filed against the Debtor's estate where appropriate; b. provide legal advice with respect to the Debtor's rights, powers, and duties as debtor in possession in the continued operation of its business and the management of its property; c. prepare on behalf of the Debtor all necessary motions, applications, complaints, answers, orders, reports, notices, schedules, and any other pleadings and legal documents in connection with matters effecting the administration of the Debtor and its bankruptcy estate and the prosecution of the bankruptcy case; d. assist the Debtor in connection with any disposition of the Debtor's assets, whether by sale or otherwise; e. assist the Debtor in the negotiation, preparation, confirmation and consummation of any plan of reorganization or liquidation, the preparation of a disclosure statement in respect thereof, and in the preparation and execution of all related documents and transactions; f. appear before the Court, any appellate courts and the U.S. Trustee to protect the interests of the Debtor and its bankruptcy estate before such courts and the United States Trustee; and g. perform all other necessary legal services that the Debtor may request in connection with these cases and pursuant to the Bankruptcy Code. Reed Smith will be paid at these hourly rates: Michael P. Cooley, Esq., Partner $715 Lindsey Robin, Esq., Associate $490 Shikendra Bedford-Rhea, Paralegal $255 Prior to the Petition Date, the Debtor paid Reed Smith a retainer in the amount of $55,000 for services rendered or to be rendered for the Debtor and for reimbursement of expenses incurred in representing the Debtor. From the Retainer, the sum of $21,354.60 was designated to pay for services rendered and expenses incurred prior to the Petition Date. The balance of the Retainer, in the amount of $33,645.40 remains on hand as a retainer for future services to be provided by Reed Smith. Reed Smith will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael P. Cooley, partner of Reed Smith LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Reed Smith can be reached at: Michael P. Cooley, Esq. Keith M. Aurzada, Esq. Lindsey L. Robin, Esq. REED SMITH LLP 2501 N. Harwood, Suite 1700 Dallas, TX 75201 Tel: (469) 680-4200 Fax: (469) 680-4299 About Rooftop Group Int'l Rooftop Group International Pte. Ltd., based in Bellaire, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-31443) on April 30, 2019. In the petition signed by Darren Matloff, director, the Debtor estimated $1 million to $10 million in assets and $50 million to $100 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. The Debtor hired Bryan Cave Leighton Paisner LLP as counsel and was replaced by Reed Smith LLP. SEABROOK DENTAL: Unsecureds to Get Full Payment from Sale Proceeds ------------------------------------------------------------------ Seabrook Dental Laboratory, LLC, Holbrook Searight, LLC, and Timothy & Jacqueline Holbrook filed a Combined Disclosure Statement in the Chapter 11 Cases of Holbrook Dental Laboratory, LLC , Holbrook Searight, LLC and Timothy & Jacqueline Holbrook. Unsecured Claims against Seabrook Dental are impaired. Each holder of an allowed general unsecured claim against will be paid in full with proceeds from the sale of Seabrook Dental Laboratory, LLC Operation and/or the Commercial Property or both on or before 12 months after the date of confirmation. Allowed class 6 claims will be paid interest at the federal post-judgment interest rate as of the petition date. General unsecured claims against Holbrook Searight are impaired. Each holder of an allowed general unsecured claim will be paid in ful with proceeds from the sale of the Commercial Property within 12 months after the date of confirmation with interest to accrue at the federal post-judgment interest rate as of the petition date. General Unsecured Claims against Timothy & Jacqueline Holbrook are impaired. Each holder of an allowed general unsecured claim will be paid in ful with proceeds from the sale of the Seabrook Dental Laboratory, LLC and/or the Commercial Property or both within 12 months after the date of confirmation with interest to accrue at the federal post-judgment interest rate as of the petition date. The impaired unsecured claim of World Business Lenders, LLC, which is secured by the Commercial Property personal property titled in the name of consolidated debtor, Holbrook Searight, LLC and personal property titled in the name of Seabrook Dental Laboratory, LLC will be paid with proceeds from the sale of the Seabrook Dental Laboratory, LLC and/or the Commercial Property within 12 months after the date of confirmation. Interest to accrue at 8% APR from the Petition date. All Classes, including any Unclassified Claims, will be paid a lump sum payment from the sale of property. A full-text copy of the Combined Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/yxf9rchp from PacerMonitor.com at no charge. About Seabrook Dental Laboratory Seabrook Dental Laboratory, LLC -- https://www.seabrookdentallab.com/ -- is an independent, full service dental laboratory in Edmonds, Washington. Seabrook Dental offers the newest technology and dental prosthetic solutions to dentist clients. Seabrook Dental Laboratory filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 18-13499) on Sept. 6, 2018. In the petition signed by Timothy R. Holbrook, managing member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SENIOR CARE: Curtis Castillo Represents Personal Injury Claimants ----------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Curtis Castillo PC provided notice that it is representing these creditors in the Chapter 11 cases of Senior Care Centers, LLC, et al.: (1) Diane Weaver C/o Wyly-Rommel, PLLC 4004 Texas BLVD Texarkana, TX 75503 (2) Wendy Chambers C/o Wyly-Rommel, PLLC 4004 Texas BLVD Texarkana, TX 75503 (3) Silas Williams C/o Wyly-Rommel, PLLC 4004 Texas BLVD Texarkana, TX 75503 (4) H. Ray Sharp C/o Crowe Arnold & Majors LLP 901 Main Street, Suite 6550 Dallas, TX 75202 (5) Ashley Obregon C/o Crowe Arnold & Majors LLP 901 Main Street, Suite 6550 Dallas, TX 75202 H. Ray Sharp serves as personal representative of the Estate of Betty Sharp. Ashley Obregon, serves as personal representative of the Estate of Amy Guerney. Wendy Chambers serves as Rep of the Estate of Henry Keith Sloan and Wrongful Death Beneficiaries, Diane Weaver and Polly Williams as next friend of Silas Williams. The nature, amount, and time of acquisition of the Creditors' claim against the Debtors are reflected in the proofs of claim numbers 6, 7, 8, 9, 487, 491, 494, the proof of claim filed by Ashley Obregon on April 10, 2019, and the proof of claim filed by H. Ray Sharp. The Attorneys have been retained by lead counsel for each of the Creditors, D.G. Majors and Sean Rommel, to represent the Creditors' interests in connection with this Chapter 11 case on an hourly basis. Weaver, et al., are creditors of the Debtors by virtue of unliquidated personal injury and/or wrongful death claims. The Firm can be reached at: Mark A. Castillo, Esq. Robert Rowe, Esq. Curtis | Castillo PC 901 Main Street, Suite 6515 Dallas, Texas 75202 Telephone: 214.752.2222 Facsimile: 214.752.0709 About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Greenberg Traurig, LLP as its counsel, and FTI Consulting, Inc. as its financial advisor. SENIOR CARE: McGinnis Lochridge Represents Capstar Claimants ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of McGinnis Lochridge LLP provided notice that it is representing these creditors in the Chapter 11 cases of Senior Care Centers, LLC, et al.: (1) Benjamin Hanson C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (2) Brandon V. Hicks 2006 Trust C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (3) Capstar Capital Partners, LLC C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (4) Jason Mabry 2006 Trust C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (5) KKR Debt Investors II (2006) (Ireland) L.P. C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (6) KKR Financial Holdings III, LLC C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (7) KKR-Milton Capital Partners, L.P. C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin,TX78701 * Approximately $22,552,682.50 plus other amounts (8) Kristen Hicks Hanson 2006 Trust C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (9) Lew Little, Jr. C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (10) Oregon Public Employees Retirement Fund C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (11) Robert S. Hicks 2006 Trust C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (12) Robert S. Hicks C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (13) St.Niklaas Healthcare, LP C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (14) Shelly Ellard 2006 Trust C/o Capstar Capital Partners, LLC, Attn: Robt Hicks 405 W. 14th Street Austin, TX 78701 * Approximately $22,552,682.50 plus other amounts (15) Saddleback Park Valley, LLC 115 Wild Basin Rd., St. 210 Austin, TX 78746 * $2,213,897.28 (16) Saddleback Sundance, LLC 115 Wild Basin Rd., St. 210 Austin, TX 78746 * $2,062,098.18 Upon information and belief formed after due inquiry, McGinnis Lochridge LLP does not own, nor has it ever owned, any claims against or equity interests in the Debtors. The Firm can be reached at: William H. Daniel, Esq. Chris Halgren, Esq. MCGINNIS LOCHRIDGE LLP 600 Congress Avenue, Suite 2100 Austin, TX 78701 Tel: 512-495-6000 Fax: 512-495-6093 E-mail: bdaniel@mcginnislaw.com E-mail: chalgren@mcginnislaw.com About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Greenberg Traurig, LLP as its counsel, and FTI Consulting, Inc. as its financial advisor. SKY-SKAN INC: Coastal Capital Objects to Disclosure Statement ------------------------------------------------------------- Coastal Capital, LLC, objects to the Disclosure Statement explaining Sky-Skan Incorporated's Chapter 11 Plan. Coastal points out that the Court should not approve the May Disclosure Statement because it does not contain adequate information about the Debtor's business since the petition date, in fact, the May Disclosure Statement fails to provide creditors with any postpetition financial information or data. Coastal further points out that in lieu of objective facts and numerical data, the Debtor hides the ball and ambiguously represents that "[t]he Debtor's post-petition operations have been generally healthy," and that the Debtor "has only seen significant variations in anticipated revenue during two the seven cash use periods." Coastal complains that without full and adequate disclosure of the Debtor's postpetition income and expenses, as well as information concerning the agreements or contracts entered by the Debtor since the petition date, i.e, any anticipated revenue during the plan period, Coastal cannot make an informed judgment to accept or reject the Debtor's plan. According to Coastal, other than a chart titled "Historical P&L," the May Disclosure Statement does not provide creditors with any information concerning its pre-petition revenues, costs of goods sold, gross profit or net income. Coastal asserts that the May Disclosure Statement contains no benchmark for the projections set forth in Exhibit E to the May Disclosure Statement and Coastal cannot analyze or otherwise determine whether such projections are accurate or whether the Debtor’s plan is feasible. Coastal Capital's attorney: Ryan D. Sullivan, Esq. Zachary J. Gregoricus, Esq. Curran Antonelli, LLP 100 Summer Street, Suite 1600 Boston, MA 02110 Tel: (617) 207-8670 Fax: (857) 263-5215 Email: rsullivan@curranantonelli.com zgregoricus@curranantonelli.com 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. SKY-SKAN INC: U.S. Trustee Objects to Disclosure Statement ---------------------------------------------------------- The United States Trustee for Region 1 objects to the Disclosure Statement explaining Sky-Skan, Inc.'s Chapter 11 Plan. The United States Trustee points out that the Debtor should clarify the source of the beginning cash reflected in the plan projections, given that the amount appears to vary significantly from cash balance reflected on the Debtor's most recent monthly operating report. The United States Trustee also points out at page 20 of the Disclosure Statement, the Debtor describes plan payments to the holders of Class 6 General Unsecured Claims that differ from the plan payment amounts listed on the Projections. The United States Trustee objects to the preemptive release and/or exculpation of the Plan Trustee and his professionals for future acts. See id. 442 B.R. at 348 (rejecting releases and exculpations for post-confirmation entities and post-confirmation activities). The United States Trustee requests that the Disclosure Statement and Plan provide language clarifying that all fees payable pursuant to section 1930 of Title 28 of the United States Code after the Effective Date shall be paid on a quarterly basis until the Chapter 11 case is closed, converted, or dismissed. 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 Akerman LLP as Counsel ------------------------------------------------- Skyfuel, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Akerman LLP as counsel to the Debtor. The Debtor previously hired Wadsworth Garber Warner Conrardy, P.C. as counsel. Skyfuel, Inc. requires Akerman LLP to: a. advise the Debtor with respect to its powers and duties as a debtor-in-possession in the continued operation of its business; b. advise the Debtor with respect to all general bankruptcy matters; c. prepare, on behalf of the Debtor, all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of its estate; d. represent the Debtor at all critical hearings on matters relating to its affairs and interests as debtor-in- possession before this Court, any appellate courts, and the U.S. Supreme Court, and protect the interests of the Debtor; e. prosecute and defend litigated matters that may arise during the bankruptcy case, including such matters as may be necessary for the protection of the rights, the preservation of the estate's assets, or the Debtor's successful reorganization; f. negotiate appropriate transactions and preparing any necessary documentation related thereto; g. represent the Debtor on matters relating to the assumption or rejection of executory contracts and unexpired leases; h. advise the Debtor with respect to general corporate securities, real estate, litigation, environmental, labor, regulatory, tax, healthcare, and other legal matters which may arise during the pendency of this Chapter 11 Case; and i. perform all other legal services that are necessary for the efficient and economic administration of these cases. Akerman LLP will be paid at these hourly rates: David W. Parham, Esq., Partner $650 Amy M. Leitch, Esq., Partner $360 Melissa L. Cizmorris, Esq., Associate $285 Jennifer Meehan, Paralegal $250 Akerman LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Amy M. Leitch, partner of Akerman LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Akerman LLP can be reached at: Amy M. Leitch, Esq. AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Tel: (904) 798-3700 Fax: (904) 798-3730 E-mail: amy.leitch@akerman.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. The Debtor hired Wadsworth Garber Warner Conrardy, P.C., as counsel and was substituted by Akerman LLP. SOUTH CENTRAL: Unsecureds be Paid 30% of Claims in 54 Months ------------------------------------------------------------ South Central Houston Action Council, D/B/A Central Care Integrated Health Services, filed a Chapter 11 Plan and accompanying Disclosure Statement. Class 8 - General Unsecured Claims - Impaired. Class 8 consists of the general unsecured claims of the Debtor. These claims shall be paid 30% of their claim in 54 equal monthly installments beginning 30 days after the Effective Date of the Debtor's plan. The Debtor will make $13,168.90 quarterly payments to this class, which will be distributed pro-rata to the claimants until the Debtor is discharged of its liability on debt. Class 9 - General Unsecured (Small Claims) - Impaired. Class 9 consists of the general unsecured small claims of the Debtor. These claims shall be paid 30% of their claim in 54 equal monthly installments beginning 30 days after the Effective Date of the Debtor's plan. The Debtor shall make $1,242.33 quarterly payments to this class, which shall be distributed pro-rata to the claimants until the Debtor is discharged of its liability on debt. The Debtor plans to finance its repayment plan of reorganization through continued operation of its Health Care Facility. A full-text copy of the Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/y4oge2cy from PacerMonitor.com at no charge. The Plan is filed by Nelson M. Jones III, Esq., in Houston, Texas, on behalf of the Debtor. About South Central Houston Action Council South Central Houston Action Council, Inc., which conducts business under the name Central Care Integrated Health Services, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 19-30371) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Jeffrey P. Norman. The Debtor tapped the Law Office of Nelson M. Jones as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. SOUTHCROSS ENERGY: Young Conaway, Willkie Farr Represent Lenders ---------------------------------------------------------------- In connection with the chapter 11 cases of Southcross Energy Partners L.P., et al., Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP, submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with their representation of the Ad Hoc Lender Group. The Ad Hoc Group is comprised of: (a) certain lenders under a senior secured superpriority priming debtor-in-possession credit agreement dated April [__], 2019, and (b) certain unaffiliated lenders under (i) the term loan credit agreement dated Aug. 4, 2014, under which Southcross Energy Partners, L.P., is a borrower and (ii) the Third Amended and Restated Revolving Credit Agreement dated Aug. 4, 2014, under which Southcross is a borrower. As of April 1, 2019, the economic interests relating to the Debtors that are held by members of the Ad Hoc Group are: (1) Avenue Capital Management II, L.P. 399 Park Avenue, 6th Floor New York, NY 10022 * First Lien Term Loan: $12,980,224 (2) Bank of America, N.A. in respect of Global Credit & Special Situations group One Bryant Park New York, NY 10036 * First Lien Term Loan: $9,381,925 * First Lien Revolver: $18,635,000 (3) Columbia Management Investment Advisors, LLC 225 Franklin Street Boston, MA 02110 * First Lien Term Loan: $8,310,672 (4) Cove Key Management 5847 San Felipe Street, Suite 1560 Houston, TX 77057 * First Lien Term Loan: $46,219,000 (5) HSBC Bank plc 8 Canada Square London, E14 5HQ United Kingdom * First Lien Term Loan: $4,987,633 (6) Investcorp Credit Management US LLC 280 Park Avenue New York, NY 10017 * First Lien Term Loan: $22,025,013 (7) J.H. Lane Partners 126 East 56th Street, Suite 1620 New York, NY 10022 * First Lien Term Loan: $4,552,054 (8) Logan Circle Partners, L.P. 1717 Arch Street, Suite 1500 Philadelphia, PA 19103 * First Lien Term Loan: $1,980,000 (9) MetLife Investment Advisors, LLC One MetLife Way Whippany, NJ 07981 * First Lien Term Loan: $22,120,000 (10) Octagon Credit Investors, LLC 410 Park Avenue, 11th Floor New York, NY 10022 * First Lien Term Loan: $22,191,836 (11) Solus Alternative Asset Management LP 250 Park Avenue New York, NY 10177 * First Lien Term Loan: $89,435,264 * First Lien Revolver: $43,594,585 (12) Sound Point Capital Management, L.P. 375 Park Avenue, 33rd Floor New York, NY 10152 * First Lien Term Loan: $60,628,227 Counsel to the Ad Hoc Lender Group: WILLKIE FARR & GALLAGHER LLP Joseph G. Minias Paul V. Shalhoub Debra C. McElligott 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 E-mail: jminias@willkie.com pshalhoub@willkie.com dmcelligott@willkie.com - and – YOUNG CONAWAY STARGATT & TAYLOR, LLP Edmon L. Morton, Esq. Matthew B. Lunn, Esq. Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: emorton@ycst.com mlunn@ycst.com About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a publicly traded company that provides midstream services to natural gas producers and customers, including natural gas gathering, processing, treatment and compression, and access to natural gas liquid (NGL) fractionation and transportation services. It also purchases and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama, and include two cryogenic gas processing plants, a fractionation facility and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross Energy is headquartered in Dallas, Texas. Southcross Energy Partners and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10702) on April 1, 2019. The Debtors disclosed total assets of $610.4 million and total liabilities of $614.3 million as of April 1, 2019. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez & Marsal as financial advisor; Evercore Group LLC as investment banker; and Kurtzman Carson Consultants LLC as notice and claims agent and administrative advisor. SUNSHINE DAIRY: July 16 Plan Confirmation Hearing ------------------------------------------------- The amended disclosure statement explaining the amended Chapter 11 Plan of Sunshine Wind Down, LLC, also called as Sunshine Dairy Foods Management, LLC, is approved. The hearing on confirmation of the plan will be held on July 16, 2019 at 01:30 PM. Objections to the proposed plan will be filed with the Clerk of Court, 1050 SW 6th Ave. #700, Portland, OR 97204, no later than seven days before the hearing date. During the course of the Bankruptcy Case, the Debtor specifically sold the rights to its name. As a result, the Debtor intends to change its name to "Sunshine Wind Down, LLC." The Debtor has filed a motion for an administrative order changing the title and case caption of the Bankruptcy Case to reflect the name change. The total payout to the non-priority Unsecured Creditors is projected to be approximately $332,326 based on the Allowed Claims. The Debtor estimates that the percentage distribution to general Unsecured Claims will be approximately 17% on these Claims, unless the holder(s) of such Claims accept other treatment. The majority of Unsecured Claims will be paid in four (4) annual installments, no later than July 31st of each year, commencing in the current year. The Liquidating Trustee will be the person who will manage the income from and sales of the real properties and disburse the funds owing to the Creditors under the Plan. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/yydw5lyw from PacerMonitor.com at no charge. About Sunshine Dairy Foods Sunshine Dairy Foods is family-owned dairy processor serving local food service customers, local food manufacturer partners, local retailers and co-pack customers in the Pacific Northwest. All Sunshine milk products are packaged in recyclable opaque white jugs and paper cartons to protect the milk from light and prevent oxidation. Sunshine's largest vendor is its milk supplier, Oregon Milk Marketing Federation. OMMF members are almost universally family farmers who manage small to mid-sized farms in the Willamette Valley, Oregon and Yakima Valley and Chehalis, Washington. Sunshine Dairy Foods Management, LLC, and Karamanos Holdings, Inc., filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case Nos. 18-31644 and 18-31646) on May 9, 2018. At the time of filing, Sunshine Dairy Foods estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP, and Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, serve as the Debtors' counsel. Daniel J. Boverman and Boverman & Associates, LLC, serve as business and turnaround consultants. TELEPHONE AND DATA: Fitch Affirms 'BB+' LT IDRs, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' Long-Term Issuer Default Ratings for Telephone and Data Systems, Inc. and its subsidiary United States Cellular Corp. In addition, Fitch has affirmed the 'BB+'/'RR4' senior unsecured debt ratings for both companies. USM's ratings consider the consolidated ratings at TDS. The Rating Outlook remains Stable. TDS' ratings are driven by the company's conservative balance sheet and ample liquidity with cash balances of $959 million as of March 31, 2019, $700 million of unused revolver capacity and $200 million of untapped EIP facility. After adjusting for FS activity, the Fitch-calculated leverage is 1.6x, including distributions from non-controlling interests. TDS has total debt outstanding of approximately $2.5 billion with no substantial maturities until 2022, when USM term loan of approx. $190 million (1Q2019 outstanding balance) is due for repayment. The next major repayment is in 2033. Low leverage and high liquidity compensate for the company's weaker market position in wireless and negative free cash flows largely due to increased spending over the forecast. KEY RATING DRIVERS Wireless Market Position: Fitch's ratings incorporate the smaller size of Telephone and Data System, Inc.'s main operating unit, United States Cellular Corp., in a market dominated by four national wireless operators. This concern is mitigated by TDS's financial flexibility, arising from its low leverage and healthy liquidity position. For the year ended Dec. 31, 2018, USM posted a net loss of 45,000 postpaid subscribers versus 36,000 net additions in the corresponding period last year, largely due to lower gross ads and higher churn in the connected devices. As of March 31, 2019, the total postpaid subscriber base is 4.44 million approximately. Leverage Well within Fitch's Expectations: Fitch estimates TDS' gross leverage at 1.6x as of March 31, 2019, including a portion of partnership distributions received from non-controlling entities (1.8x without). In calculating gross leverage, Fitch has assumed deconsolidation of financial services (FS) activity related to USM's EIP receivables, making adjustments for FS assets and corresponding debt. Fitch assumes a capital structure for FS operations, which is strong enough to indicate that FS activities are unlikely to be a cash drain on industrial operations over the rating horizon. The FS entity's target capital structure takes into account the relative quality of EIP receivables and its funding and liquidity. Strong Liquidity Profile: The ratings of TDS and USM reflect the current strong liquidity position owing to substantial cash balances, a conservative balance sheet, undrawn revolving credit facilities and long-dated maturities. As of March 31, 2019, TDS had a cash balance of $959 million and a combined revolver availability of $700 million, excluding outstanding letters of credit. The strong liquidity position compensates for the weaker FCFs that Fitch expects over the rating horizon due to increased capital spending and spectrum purchases. The company does not have any material debt repayment until 2022. Spectrum Acquisitions: In early 2019, USM participated in two millimetre Wave auctions (24 GHz and 28 GHz) that are expected to form the basis for 5G networks. FCC announced the winners on June 3rd with USM ranking in top 3 in terms of the amounts spent on the bids under both for auctions. Fitch expects USM to utilize these high-band spectrums along with 600 MHz spectrum (acquired in 2017) for its 5G roll-out. The company plans to commercially launch 5G in 2020. Cable Underpins Growth Strategy: Cable continues to register robust growth as broadband connections grew in high single digits in 2018. As of March 31, 2019, the broadband penetration is at 44%. TDS continues to evaluate acquisition opportunities with attractive demographics and favorable competitive environments but believes the valuations are currently high. The company, nonetheless, is making significant investments in fiber both in and out-of-territory. TDS entered the cable business with its acquisition of Baja Broadband in 2013, and subsequently acquired BendBroadband in 2014. Noncore Assets Provide Flexibility: While Fitch believes TDS considers USM's 5.5% stake in the Los Angeles partnership and its tower portfolio as core assets, Fitch also recognizes that these assets provide the company with financial flexibility should the need arise as it pursues growth in the cable industry. DERIVATION SUMMARY TDS's ratings reflect USM's weaker competitive position in the U.S. wireless industry that is dominated by four national players, viz. AT&T Inc. (A-/Stable), Verizon Communications Inc. (A-/Stable), Sprint Corporation (B+/Rating Watch Positive) and T-Mobile U.S., Inc. (BB+[EXP]/Stable), based on scale and the number of subscribers. However, this rating concern is largely compensated by TDS's strong liquidity profile supported by relatively high cash and cash equivalents of $959 million and $700 million in combined (TDS and USM) revolver availability, as of March 31, 2019, excluding nominal outstanding letters of credit as well as its generally longer dated maturity profile. Additionally, the company has set up $200 million in borrowing facilities against its EIP receivables that provide an additional funding opportunity. As of March 31, 2019, TDS had no outstanding borrowings under the securitization facility. There are no material debt repayments until 2022, when approximately $200 million in term loans at USM are due to mature. The total debt outstanding as of March 31, 2019 is approximately $2.5 billion. On the wireline side, TDS is comparable to rural focussed incumbent wireline providers such as Windstream Services, LLC (WD) and Frontier Communications, Inc. (B/Stable). TDS's conservative balance sheet with lower leverage profile along with stronger liquidity position, long-dated maturities and greater financial flexibility in comparison to these companies, are more commensurate with the 'BB' rating category. No country-ceiling, parent/subsidiary or operating environment aspects impacts the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenue growth expected in low to mid-single digits in 2019 with flattish growth in 2020. Fitch has assumed wireless service ARPU increases in low digits in 2019 partially offset by moderate gross subscriber additions. Post-paid churn is expected to remain in 1.2%-1.3% range in 2019 and 2020. - Fitch expects 2019 EBITDA margins to be slightly lower than 2018 as the company executes on its increased investment plan partially offset by the effect of cost reductions in SG&A. - Wireline and Cable revenues are projected to be marginally above 2018 revenue. Fitch expects the overall EBITDA margins for the three segments to gradually decline to low 30s during the rating horizon. - Capex intensity in 2019 assumed above 20% as the company ups the spending on modernization of networks, expansion within and outside footprint. Additionally, Fitch has assumed spectrum acquisition spend of roughly $300 million, including acquisitions of 28 GHz and 24 GHz auctions, in 2019. - Share repurchases of $10 million each year are assumed over the forecast. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action Fitch believes that competitive factors and TDS's relative position in the wireless industry would not likely allow a positive rating action in the near term. Developments That May, Individually or Collectively, Lead to Negative Rating Action Longer term, Fitch believes TDS's and USM's ability to grow revenues and cash flows while competing effectively against much larger national operators is key to maintaining their 'BB+' IDRs. In addition, if gross leverage (total debt/ EBITDA) calculated including credit for material wireless partnership distributions in EBITDA, approaches 3.5x, or FFO Adjusted Net Leverage approaches 3.6x, a negative action could be contemplated. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity Profile: TDS's cash balance of $959 million is relatively high compared to total outstanding debt of approximately $2.5 billion as at Mar 31, 2019. USM holds approximately $648 million of the consolidated cash balance. The ratings at TDS and USM reflect the current strong liquidity position owing to substantial cash balances, conservative balance sheet, availability under revolving credit facilities, $200 million in EIP financing and generally long-dated maturities. Debt Structure Highlights: In 2018 the company entered into new revolving facilities and terminated the previous revolving facilities at TDS and USM. The new revolvers helped extend maturity from June 2021 to May 2023 and retained the original commitments of $400 million and $300 million at TDS and USM, respectively. As of March 31, 2019, TDS and USM had a borrowing capacity $399 million and $298 million under their respective revolving facilities. The main financial covenants in the TDS revolving facility and USM's revolving and term loan facilities require total consolidated interest coverage to be no less than 3.0x and the total consolidated leverage ratio to be no more than 3.25x through June 30, 2019. On July 1, 2019, the total consolidated leverage ratio steps down to 3.0x. As of March 31, 2019, there was no debt outstanding against the EIP securitization facility. USM entered into an agreement with RBS in December 2017 to securitize its equipment instalment plans (EIPs) with a maximum funding limit of $200 million. The only material near-term maturity is on approximately $190 million (outstanding balance as of March 31, 2019) of CoBank term loan, which matures in 2022. The term loan amortizes at approximately $11 million each year with about $160 million will be due in 2022. The earliest notes maturity at TDS is in 2045 ($116 million) and at USM is in 2033 ($544 million face value). TENNYSON HOT SHOT: Hires Eric A. Liepins as Counsel --------------------------------------------------- Tennyson Hot Shot Services, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C., as counsel to the Debtor. Tennyson Hot Shot requires Eric A. Liepins to represent the Debtor in the Chapter 11 Bankruptcy Proceedings. Eric A. Liepins will be paid at these hourly rates: Attorneys $275 Paralegals $30 to $50 Eric A. Liepins will be paid a retainer in the amount of $5,000. Eric A. Liepins will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric A. Liepins, partner of Eric A. Liepins, 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. Eric A. Liepins can be reached at: Eric Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Tennyson Hot Shot Services Tennyson Hot Shot Service, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 19-42142) on May 29, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C. TRIDENT HOLDING: Committee Members Disclose Unsecured Claims ------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the chapter 11 cases of Trident Holding Company, LLC, et al., submitted a verified statement under F.R.B.P. Rule 2019 to disclose the economic interests held by each committee member as of Feb. 20, 2019: (1) TIS INTERNATIONAL (USA), INC. d/b/a INFINX HEALTHCARE 4340 Stevens Creek Blvd., Suite 275 San Jose, CA 95129 * Unsecured claim of not less than $384,372 arising from its position as a trade creditor/service provider. (2) McKESSON CORPORATION 15645 Northeast Expressway Atlanta, GA 30329 * Unsecured claim of not less than $1,140,515 arising from its position as a trade creditor/service provider. (3) QUEST DIAGNOSTICS 500 Plaza Drive Secaucus, NJ 07094 * Unsecured claim of not less than approximately $988,069 arising from its position as a trade creditor/service provider. (4) BIOMERIEUX, INC. 100 Rodolphe Street Durham, NC 27712 * Unsecured claim of not less than $831,081 arising from its position as a trade creditor/service provider. (5) FIRST SOURCE INC. 3495 Winton Place Rochester, NY 14632 * Unsecured claim of not less than approximately $545,006 arising from its position as a trade creditor/service provider. On Feb. 20, 2019, pursuant to Section 1102 of the United States Bankruptcy Code, the United States Trustee formed the Creditors' Committee. The Committee members hold unsecured claims against the Debtors' estates arising from a variety of business relationships, including those of trade vendors and landlord. Proposed counsel to the Committee: David M. Posner, Esq. Gianfranco Finizio, Esq. Kelly Moynihan, Esq. KILPATRICK TOWNSEND & STOCKTON LLP The Grace Building 1114 Avenue of the Americas New York, NY 10036-7703 Telephone: (212) 775-8700 Facsimile: (212) 775-8800 E-mail: dposner@kilpatricktownsend.com gfinizio@kilpatricktownsend.com kmoynihan@kilpatricktownsend.com About Trident Holding Trident -- http://www.tridentusahealth.com/-- is a national provider of bedside diagnostic and related services in the United States, with operations in more than 35 states serving more than 12,000 post -acute care, assisted living facilities, and correctional facilities. It provides a high volume of services including X-ray, ultrasound, laboratory, cardiac monitoring, vascular access services, on-site nurse practitioner-based primary care and more. Trident employs approximately 5,600 people. Trident Holding Company, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10384) on Feb. 10, 2019. The Debtors disclosed $584 million in assets and $867 million in liabilities as of as of Dec. 31, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and Togut, Segal & Segal LLP as their legal counsel; PJT Partners LP as investment banker and financial advisor; Ankura Consulting Group, LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC, as claims and noticing agent and administrative advisor. On Feb. 20, 2019, five entities were named to compose the official committee of unsecured creditors in the Debtors' cases. The committee tapped Kirkland Townsend & Stockton LLP as counsel. U.S. RENAL CARE: S&P Rates New $505MM Unsecured Debt 'CCC+' ----------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating and '6' recovery rating to U.S. Renal Care Inc.'s (USRC) proposed $505 million unsecured notes. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%; rounded estimate: 5%) in the event of a payment default. Meanwhile, S&P is affirming its 'B' issue-level rating and the '3' recovery rating to the company's senior secured credit facility, which consists of $1.6 billion term loan (downsized from $1.62 billion) and a $150 million revolver. However, the rating agency is revising the recovery percentage to 60% from 50% before, primarily because it now understands that the company will pledge nearly 90% of its JV equity interests as collateral for the senior secured credit facility. S&P's 'B' issuer credit rating on USRC reflects its high leverage, which the rating agency expects will remain above 6x over the next couple of years under the new financial sponsor ownership. Its ratings also reflect the company's small scale and narrow focus in the competitive dialysis treatment industry. Supporting the ratings is S&P's view that the company will generate at least $70 million of discretionary cash flow (after distributions to minority interests) in 2020 despite its high leverage. The dialysis treatment industry has always been subject to reimbursement risk, but S&P believes reimbursement pressure has increased over the last three years for USRC and the rest of the industry. The industry also faces risk related to the Charitable Premium Assistance (CPA) program and several other union-led initiatives. However, S&P has not factored in any adverse regulatory changes for CPA or a reemergence of the union-led or other state initiatives into its base-case forecast. Issue Ratings - Recovery Analysis Key analytical factors USRC's proposed debt structure consists of a $150 million revolving credit facility, a $1.6 billion first-lien term loan, and $505 million of unsecured notes. USRC's revolver, term loan, and unsecured notes will be guaranteed by its immediate parent company and substantially all of USRC's wholly-owned US subsidiaries, but not by its non-wholly-owned subsidiaries, which generate about 72% of consolidated EBITDA. The revolver and term loan will be secured by the assets of USRC and the guarantors. This is expected to include the pledge of the company's equity interests in joint venture (JV) subsidiaries that generate roughly 90% of the EBITDA from joint venture subsidiaries. USRC's organizational and debt structure means that its debtholders do not have a claim to the value of the third party equity in the JVs. S&P estimates that the JV partners' share of these subsidiaries equates to about 24% of consolidated EBITDA and a similar share of enterprise value (72% of consolidated EBITDA x an average third party equity interest of 33%). S&P's recovery analysis assumes a default when the EBITDA from wholly-owned subsidiaries plus the company's share of EBITDA from non-wholly-owned subsidiaries (it total this equate to about 76% of consolidated EBITDA and excludes the JV partners share of EBITDA) declines to the point it is unable to cover fixed charges, due to greater-than-expected pricing pressure and higher operating costs. "We believe the business would remain viable and would reorganize rather than liquidate after a payment default and valued the company on a going-concern basis using a 5.5x multiple, which is consistent with our recovery assumption for its dialysis peers," the rating agency said. S&P's obligor/ nonobligor split excludes the EBITDA and EV related to third party equity interests in the JVs since the rating agency assumes these entities (which are essentially debt-free) will remain outside of a bankruptcy reorganization process. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $211 million (*) -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value at default (after 5% administrative cost): $1.1 billion -- Valuation split (obligors/nonobligors): 37%/63% (*) -- Value at nonobligors that is available to obligors (90% of which is collateral): $698 million -- Net enterprise value of obligors: $405 million -- Value available to first-lien claims (collateral plus unpledged share): $1.07 billion ($1,033 million+$40 million). -- First-lien debt at default: $1.75 billion. -- Recovery expectations: 50%-70% (rounded estimate: 60%) -- Total value available to unsecured claims: $70 million -- Total unsecured claims (unsecured debt and first-lien deficiency): $1.24 billion ($529 million+$715 million) -- Recovery expectations: 0%-10% (rounded estimate: 5%) Notes: All debt amounts include six months of prepetition interest. Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in non-obligors. S&P generally assume usage 85% for cash flow revolvers at default. S&P's Emergence EBITDA only includes estimated EBITDA generated by USRC's wholly-owned subsidiaries and its share of the EBITDA generated by non-wholly owned subsidiaries. The percent of S&P's valuation attributed to obligors considers the share of EBITDA generated by wholly owned subsidiaries as a percent of the EBITDA available for debt service (28% / (72%*67%)). Ratings List U.S. Renal Care Inc. Issuer Credit Rating B/Stable/-- New Rating U.S. Renal Care Inc. Senior Unsecured US$505 mil nts due 2029 CCC+ Recovery Rating 6(5%) Ratings Affirmed U.S. Renal Care Inc. Senior Secured US$1.6 bil Term B bank ln due 2026 B Recovery Rating 3(60%) US$150 mil revolver bank ln due 2024 B Recovery Rating 3(60%) USA GYMNASTICS: FCR Hires Development Specialists as Consultant --------------------------------------------------------------- Fred C. Caruso, the Future Claimants' Representative of USA Gymnastics, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Development Specialists, Inc., as financial consultants to the Future Claimants' Representative. The Future Claimants' Representative requires Development Specialists to: a. develop a database and analytical model for use in estimating and valuing the claims of Future Claimants; b. review the future claims settlement process; c. evaluate the proposed treatment of Future Claimants' claims in any proposed plan of reorganization; and d. provide such other financial consulting services as the Future Claimants' Representative may require in the performance of his duties. Development Specialists will be paid at these hourly rates: R. Brian Calvert, Senior Managing Director $640 M. Christopher Adams, Associate $325 Financial Analysts $250 to $300 Development Specialists will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Brian Calvert, a senior managing director of Development Specialists, 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. Development Specialists can be reached at: R. Brian Calvert DEVELOPMENT SPECIALISTS, INC. 70 West Madison Street, Suite 2300 Chicago, IL 60602 Tel: (312) 263-4141 Fax: (312) 263-1180 About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Robyn L. Moberly is the case judge. USAG tapped Jenner & Block LLP as counsel; Hilder & Associates, P.C., as ordinary course counsel; Alfers GC Consulting, LLC, and Scramble Systems, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. USA GYMNASTICS: FCR Seeks to Hire FrankGecker LLP as Counsel ------------------------------------------------------------ Fred C. Caruso, the Future Claimants' Representative of USA Gymnastics, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ FrankGecker LLP, as counsel to the Future Claimants' Representative. The Future Claimants' Representative requires FrankGecker LLP to: a. provide legal advice with respect to the Future Claimants' Representative's powers and duties in the bankruptcy case; b. provide legal services in support of the Future Claimants' Representative efforts to maximize the estate; c. prepare applications, motions, objections, reports and other pleadings and documents, as required, in connection with the administration of the estate; and d. perform all other legal services as requested by the Future Claimants' Representative in connection with the bankruptcy case. FrankGecker LLP will be paid at these hourly rates: Frances Gecker, Partner $875 Joseph D. Fran, Partner $875 Micah R. Krohn, Senior Counsel $475 FrankGecker LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Frances Gecker, a partner of FrankGecker LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. FrankGecker LLP can be reached at: Frances Gecker, Esq. FRANKGECKER LLP 1327 W. Washington Blvd., Ste. 5G Chicago, IL 60607 Tel: (312) 276-1400 E-mail: fgecker@fgllp.com About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Robyn L. Moberly is the case judge. USAG tapped Jenner & Block LLP as counsel; Hilder & Associates, P.C., as ordinary course counsel; Alfers GC Consulting, LLC, and Scramble Systems, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. VANGUARD NATURAL: Bryan Cave Represents Wyoming Counties -------------------------------------------------------- In the Chapter 11 cases of Vanguard Natural Resources Inc., Bryan Cave Leighton Paisner, LLP submitted a verified statement pursuant to the Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it has been retained by these Wyoming counties: (1) Carbon County 415 West Pine St. Rawlins, WY 82301 (2) Johnson County 76 North Main St. Buffalo, WY 82834 (3) Natrona County 200 N. Center, Rm 140 Casper, WY 82601 (4) Park County 1002 Sheridan Ave. Cody, Wyoming 82414 (5) Sublette County 21 S. Tyler Ave. Pinedale, WY 82941 (6) Sweetwater 80 W. Flaming Gorge, #150 Green River, WY 82935 The Wyoming Counties assert claims for ad valorem taxes, but Bryan Cave cannot, at this time, specify the total amount of the economic interests. Bryan Cave Leighton Paisner LLP Keith M. Aurzada Michael P. Cooley Lindsey L. Robin 2200 Ross Avenue, Suite 3300 Dallas, TX 75201 Tel: 214.721.8000 Fax: 214.721.8100 E-mail: keith.aurzada@bclplaw.com michael.cooley@bclplaw.com lindsey.robin@bclplaw.com 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. VSOP LLC: Unsecureds to Get 25% of Excess Sale Proceeds ------------------------------------------------------- VSOP, LLC, filed a Chapter 11 Plan and accompanying Disclosure Statement. Class 7 (General Unsecured Claims) are impaired. In full and complete satisfaction, discharge and release of the Class 7 Claims, the holders of the Class 7 Claims shall receive their pro rata share of (a) an amount equal to twenty-five percent (25%) of Excess Sale Proceeds, and (b) their pro rata share of the Cash Flow Payments. Provided, however, that in no event shall Class 7 Claims receive more than the Face Amount of their respective Claims. The Plan contemplates the sale of the North Charles Street Property to an unrelated third party purchaser who will have the option of keeping Pincus as a tenant or requesting that Pincus vacate the property as a condition of sale. The sale proceeds, as well as cash contributions from the Debtor from ongoing operations, will fund distributions to creditors. A full-text copy of the Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/y23unqsp from PacerMonitor.com at no charge. Counsel for the Debtor is Brent C. Strickland, Esq., and Dennis J. Shaffer, Esq., at Whiteford, Taylor & Preston, LLP, in Baltimore, Maryland. About VSOP, LLC VSOP, LLC, based in Baltimore, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-15834) on April 30, 2019. The Hon. Michelle M. Harner oversees the case. In the petition signed by Steven Rivelis, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Dennis J. Shaffer, Esq., at Whiteford Taylor & Preston, LLP, serves as bankruptcy counsel. WAYPOINT LEASING: Discloses Settlement with Airbus Helicopters -------------------------------------------------------------- Waypoint Leasing Holdings Ltd. and certain of its subsidiaries and affiliates filed a second amended Plan of Liquidation and accompanying second amended disclosure statement to disclose, among other things, settlement of certain matters with Airbus Helicopters. The Plan incorporates a comprehensive compromise and settlement by and among the Debtors, the WAC10 Administrative Agent, the WAC10 Security Trustee, and the WAC10 Lenders of issues and disputes relating to the Settled WAC10 Claims. On the Effective Date of the Plan Airbus Helicopters Financial Services Limited, for itself as Lender, Administrative Agent and Security Trustee will make or otherwise permit the Debtors to transfer (as applicable) WAC10 Winddown Payment into the Winddown Account in full and final satisfaction of the WAC10 Settled Claims. Upon deposit of the WAC10 Winddown Payment, the Debtors will release any claim for any costs or expenses against the WAC10 Administrative Agent, the WAC10 Security Trustee, and the WAC10 Lenders with respect to the surcharge of their collateral pursuant to section 506(c) of the Bankruptcy Code or otherwise. The funds constituting the WAC10 Winddown Payment shall not (i) be subject to the Intercompany Protection Liens, the Intercompany Protection Claims, DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, or any claims, liens or security interests granted to any other party (including the lenders and agents under the Non-Participating WAC Facilities) (each as defined in the Final DIP Order), (ii) constitute DIP Collateral (as defined in the Final DIP Order), (iii) constitute WAC Specific Collateral (as defined in the Final DIP Order), (iv) constitute WAC Collateral (as defined in the Final DIP Order), or (v) constitute Cash Collateral (as defined in the Final DIP Order). A full-text copy of the Second Amended Disclosure Statement dated May 29, 2019, is available at https://tinyurl.com/y5hpey74 from PacerMonitor.com at no charge. A redlined version of the Second Amended Disclosure Statement dated May 29, 2019, is available at from KCCLLC.net at no charge. The Plan is filed by Gary T. Holtzer, Esq., Robert J. Lemons, Esq., and Kelly DiBlasi, Esq., at Weil, Gotshal & Manges LLP, in New York, on behalf of the Debtors. About Waypoint Leasing Waypoint Leasing -- http://waypointleasing.com/-- is a global helicopter leasing company founded in 2013 focused on acquiring and leasing rotary wing aircraft to helicopter operators throughout the world. Though the Debtors lease aircraft to operators in the emergency medical, search and rescue, and utility sectors, the majority of the Debtors' lessees are helicopter service providers servicing the offshore oil and gas industry. The company is headquartered in Limerick, Ireland. Waypoint Leasing Holdings Ltd. and 142 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-13648) on Nov. 25, 2018 to facilitate the sale of the assets to a new owner. The Debtors disclosed $1.62 billion in total assets and $1.23 billion in liabilities as of Oct. 31, 2018. The Honorable Stuart M. Bernstein is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; FTI Consulting, Inc., as financial advisor; Accenture LLP as corporate advisor; and Kurtzman Carson Consultants LLC as claims and administrative agent. WHITE STAR: U.S. Trustee Forms 5-Member Committee ------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on June 10 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of White Star Petroleum Holdings, LLC and its affiliates. The committee members are: (1) Baker Hughes Oilfield Operations LLC Attn: Kristin McLaurin 2001 Rankin Road Houston, TX 77073 Phone: (713) 879-1033. (2) Halliburton Energy Services, Inc. Attn: Steve Reames 2601 E. Belt Line Rd., #1A201 Carrollton, TX 75006 Phone: (972) 418-3221 (3) Latshaw Drilling Co. Attn: Trent Latshaw P.O. Box 691017 Tulsa, OK 74103 Phone: (918) 236–2805. (4) Pyramid Tubular Products, LLC Attn: Ted Bigelow 2 Northpoint Drive, Suite 610 Houston, TX 77060 Phone: (281) 405-8090 (5) Wilmington Trust, National Association Attn: Peter Finkel 50 South Sixth Street, Suite 1290 Minneapolis, Minnesota 55401 Phone: (612) 217-5629. Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About White Star Petroleum Holdings White Star Petroleum Holdings, LLC and its subsidiaries -- http://www.wstr.com/-- are engaged in the acquisition, development, exploration and production of oil, natural gas and natural gas liquids located in the Mid-Continent region in the United States. The Debtors are headquartered in Oklahoma City and employ 169 people. As of December 2018, the Debtors owned approximately 315,000 net leasehold acres, primarily in Creek, Dewey, Garfield, Lincoln, Logan, Noble, and Payne counties of Oklahoma. White Star Petroleum Holdings, LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11179) on May 28, 2019. At the time of the filing, the Debtors estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. The cases have been assigned to Judge Brendan Linehan Shannon. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Sullivan's co-counsel; Guggenheim Securities, LLC as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. WILLOW BEND: Unsecureds to Get 100% Over 12 Mos in 4th Amended Plan ------------------------------------------------------------------- Willow Bend Ventures, LLC, filed a Fourth Amended Chapter 11 Plan and accompanying Disclosure Statement proposing to pay the class of general unsecured claimants at the rate of one hundred (100%) percent over twelve months in the amount of $ 714.78 per month. The Debtor reserve the right to pay the Class 4 Claimants in full prior to the end of the 12 month period. Class 3(a): Secured Claims of BankPlus are impaired. Class 3 is comprised of the Secured Claims of BankPlus and are impaired. The Sale of Willow Bend Ventures, LLC to River Parishes Dirt & Gravel, LLC Assignee, Edgard Construction Materials Holdings, LLC was finalized on July 30, 2018 with all proceeds from the Sale of Assets deposited in the Registry of the Court in the amount of Seven Million Two Hundred Thousand ($7,200,000.00) Dollars. Debtor proposes that the proceeds from the anticipated sale of the Assets of Willow Bend be distributed to BankPlus. This would extinguish all indebtedness to Bank Plus on the existing loan ending 7103 and 4803. The Loan ending 6804 would be reduced by $1,500,000.00 leaving a remaining approximate balance in the amount of $502,144.27. In any event, the remaining balance on Loan 6804 will be in the amount of $502,144.27 as proposed hereinabove from the payment of the Registry of the Court funds; however, Hensley R. Lee Contracting, Inc. reserves its right to pay off the remaining balance owed on loan 6804 as it deems appropriate once the Plan is Confirmed. Debtor proposes to pay monthly interest at the rate of 5% on the remaining balance of Loan 6804 in the amount of $502,144.27 in the approximate amount of $2,092.27 per month on the current balance, of which amount continues to decrease as the principal payment is reduced. Debtor further proposes to make quarterly principal payments in the amount $25,000.00 on the existing loan for twelve months thereby reducing the principal amount of the loan. Class 3(b): Secured Claim of Collector, St. John the Baptist Parish, Sales and Use Tax Office are impaired. The Debtor shall set aside proceeds of $1,500,000, already generated from the sale of assets to Edgard Construction Materials Holdings, LLC in the amount of $7,200,000.00 and deposited in the Registry of the Court, to satisfy the Judgment as set forth in POC No. 7 filed by the Tax Collector (“Tax Collector Claim”). The $1,500,000.00 will be set aside, segregated, and shall be expressly recognized as being used for the sole purpose of satisfying the Tax Collector Claim. Class 5: Contingent, Unliquidated Claim of River Parishes Dirt & Gravel, LLC. River Parishes Dirt & Gravel, LLC does not have an allowed claim in this proceeding, nor does it have a Judgment in connection with the alleged damages as numerated above. As such, Class 5 is not allowed to vote on the Plan and will be treated as an Unliquidated Contingent Claim. Class 6: Contingent, Unliquidated Claim of Raoul A. Galan, Jr. and/or Galan Real Estate Company. Debtor has treated this Contingent, Unliquidated Claim of Galan as Class 6. Should the U.S. Court of Appeals, Fifth Circuit issue a Judgment regarding this frivolous claim of Galan, it will be funded by Hensley R. Lee Contracting, Inc. Debtor reserves the right to further pursue this fraudulent action of Galan. Class 7: Equity Security Holders. Equity interest holders are parties who hold an ownership interest in the Debtor. Class 7 is comprised of the Equity Interest of Hensley R. Lee Contracting, Inc. which holds a one hundred (100%) percent interest in Debtor, Willow Bend Ventures, LLC. Hensley R. Lee is the Manager/ Member of Willow Bend Ventures, LLC. Hensley R. Lee is not receiving any income for the management of Willow Bend Ventures, LLC. The Debtor will fund the Plan through the Sale Proceeds in the amount of $7,200,000 currently held in the Registry of the Court, of the Assets from Willow Bend Ventures, LLC, to River Parishes Dirt & Gravel, LLC, Assignee, Edgard Construction Materials Holdings, LLC, the Interest earned on the Sale Proceeds in the Registry of the Court and any funds recovered from the Malpractice Claim. A full-text copy of the Fourth Amended Disclosure Statement dated January 29, 2019, is available at https://tinyurl.com/y5csumog from PacerMonitor.com at no charge. About Willow Bend Ventures Edgard, Louisiana-based Willow Bend Ventures, LLC, sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-11178) on May 9, 2017. The Debtor hired Phillip K. Wallace, PLC as its bankruptcy counsel; Professional Law Corporation of Liskow & Lewis and the Bezou Law Firm as special counsel; and Fletcher & Associates, LLC as accountant. WINE VALLEY: Seeks to Hire Michelle Steele as Bookkeeper -------------------------------------------------------- The Wine Valley, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Michelle Steele Accounting Solutions, Inc., as bookkeeper to the Debtor. Wine Valley requires Michelle Steele to: a. review all financial statements; b. prepare and assist in the preparation and filing of the Debtor's Monthly Operating Reports; c. assist the Debtor's counsel in preparation of financial projections to be used in connection with a Disclosure Statement and Plan; and d. prepare weekly payroll and prepare quarterly payroll tax returns and pay weekly payroll taxes. Michelle Steele will be paid at the hourly rate of $35. Michelle Steele will be paid a retainer in the amount of $750. Michelle Steele will also be reimbursed for reasonable out-of-pocket expenses incurred. Michelle Steele, a partner at Michelle Steele Accounting Solutions, 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. Michelle Steele can be reached at: Michelle Steele MICHELLE STEELE ACCOUNTING SOLUTIONS, INC. 3818 Maccorkle Avenue Se Charleston, WV 25304 Tel: (304) 925-8462 About The Wine Valley The Wine Valley, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 19-20218) on May 23, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell & Riffee. [*] Total Bankruptcy Filings Increase 2 Percent in May 2019 ----------------------------------------------------------- Total U.S. bankruptcy filings increased 2 percent in May 2019 over May of last year, according to data provided by Epiq Systems, Inc. Bankruptcy filings totaled 68,796 in May 2019, up from the May 2018 total of 67,346. The 65,313 consumer bankruptcy filings in May 2019 were also up 2 percent over the May 2018 consumer total of 63,966. Total commercial filings increased 3 percent in May 2019, as the 3,483 filings were up from the 3,380 commercial filings registered in May 2018. Total commercial chapter 11 filings increased 7 percent to 478 in May 2019 from the May 2018 total of 448. "High filing costs place additional debt burdens on struggling families and businesses seeking the financial fresh start of bankruptcy," said ABI Executive Director Samuel J. Gerdano. "ABI's Chapter 11 Reform Commission and Commission on Consumer Bankruptcy provide recommendations to modernize the Bankruptcy Code to remove barriers for financially distressed households and businesses looking to access bankruptcy." Recommendations from ABI's Commission to Study the Reform of Chapter 11 for restructuring small and medium-sized enterprises (SMEs) are included in the "Small Business Reorganization Act of 2019." The Senate is considering the legislation (S. 1091), and a forthcoming House version may receive a hearing in the House Judiciary Committee next week. ABI's Commission on Consumer Bankruptcy issued its Final Report of recommendations in April to improve access to the consumer bankruptcy system. Meanwhile, increasing financial distress and bankruptcies in the farm belt could benefit from pending legislation (S. 897, H.R. 2336) that would raise debt limits in chapter 12. May's commercial chapter 11 filing total represented an 8 percent increase from the April 2019 commercial chapter 11 filing total of 442. Total commercial filings in May increased slightly from the 3,468 filings in April 2019. Conversely, total bankruptcy filings for the month of May decreased 4 percent when compared to the 71,278 total filings recorded the previous month. Total noncommercial filings for May also represented a 4 percent decrease from the April 2019 noncommercial filing total of 67,810. The average nationwide per capita bankruptcy filing rate in May was 2.53 (total filings per 1,000 per population), a slight increase from the 2.50 filing rate during the first four months of the year. Average total filings per day in May 2019 were 3,127, a 2 percent increase from the 3,061 total daily filings in May 2018. States with the highest per capita filing rates (total filings per 1,000 population) in May 2019 were: 1. Alabama (5.65) 2. Tennessee (5.38) 3. Mississippi (4.34) 4. Georgia (4.31) 5. Illinois (3.85) ABI has partnered with Epiq Systems, Inc. in order to provide the most current bankruptcy filing data for analysts, researchers and members of the news media. Epiq Systems is a provider of managed technology for the global legal profession. About ABI ABI -- http://www.abi.org/-- is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes nearly 11,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. About Epiq Systems Epiq Systems -- http://www.epiqsystems.com/-- is a provider of managed technology for the global legal profession. Epiq Systems offers innovative technology solutions for electronic discovery, document review, legal notification, claims administration and controlled disbursement of funds. Epiq System's clients include leading law firms, corporate legal departments, bankruptcy trustees, government agencies, mortgage processors, financial institutions, and other professional advisors who require innovative technology, responsive service and deep subject-matter expertise. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Clean FX, LLC Bankr. C.D. Cal. Case No. 19-11417 Chapter 11 Petition filed June 5, 2019 See http://bankrupt.com/misc/cacb19-11417.pdf represented by: Andrew K. Yun, Esq. YUN LAW GROUP, PC E-mail: ayun@yunlawpc.com In re New Way Transport, Inc. Bankr. M.D. Fla. Case No. 19-03707 Chapter 11 Petition filed June 5, 2019 See http://bankrupt.com/misc/flmb19-03707.pdf represented by: Aldo G. Bartolone, Jr., Esq. BARTOLONE LAW, PLLC E-mail: aldo@bartolonelaw.com In re Brian C. Abel and James Neill (as foreign representative) Bankr. M.D. Fla. Case No. 19-05354 Chapter 15 Petition filed June 5, 2019 See http://bankrupt.com/misc/flmb19-05354.pdf represented by: Matthew J. Vaughn, Esq. PETERSON & MYERS, P.A. E-mail: mvaughn@petersonmyers.com In re Jason Michael Paul Bankr. S.D. Fla. Case No. 19-17537 Chapter 11 Petition filed June 5, 2019 represented by: Malinda L. Hayes, Esq. MARKARIAN & HAYES E-mail: malinda@businessmindedlawfirm.com In re Klein's Motor & Electric Company Bankr. D. Neb. Case No. 19-40983 Chapter 11 Petition filed June 5, 2019 See http://bankrupt.com/misc/neb19-40983.pdf represented by: John C. Hahn, Esq. Justin Charles Valencia, Esq. WOLFE, SNOWDEN, HURD, AHL, SITZMANN, TANNEHILL & HAHN, LLP E-mail: bankruptcy@wolfesnowden.com jvalencia@wolfesnowden.com In re 626 Madison Inc Bankr. E.D.N.Y. Case No. 19-74088 Chapter 11 Petition filed June 5, 2019 Filed Pro Se In re 472 Glen Cove Corp/DBA Cobra Auto Concepts Bankr. E.D.N.Y. Case No. 19-74100 Chapter 11 Petition filed June 5, 2019 See http://bankrupt.com/misc/nyeb19-74100.pdf represented by: Roy J. Lester, Esq. LESTER & ASSOCIATES, P.C. E-mail: rlester@rlesterlaw.com In re The Restaurant in the Box Inc. dba California BBQ Bankr. D. P.R. Case No. 19-03232 Chapter 11 Petition filed June 5, 2019 See http://bankrupt.com/misc/prb19-03232.pdf represented by: Jaime Rodriguez Perez, Esq. HATILLO LAW OFFICE E-mail: jrpcourtdocuments@gmail.com hatillolawoffice@yahoo.com In re Bahia Del Sol Hotel Corporation Bankr. D. P.R. Case No. 19-03234 Chapter 11 Petition filed June 5, 2019 See http://bankrupt.com/misc/prb19-03234.pdf represented by: Noemi Landrau Rivera, Esq. LANDRAU RIVERA & ASSOCIATES E-mail: nlandrau@landraulaw.com In re Gadsden Insurance Services, LLC Bankr. N.D. Ala. Case No. 19-40954 Chapter 11 Petition filed June 6, 2019 See http://bankrupt.com/misc/alnb19-40954.pdf represented by: Haley K. Tucker, Esq. KNOWLES & SULLIVAN, LLC E-mail: haley@kkslawgroup.com josh@kkslawgroup.com In re Papanicolaou Enterprises Bankr. C.D. Cal. Case No. 19-11421 Chapter 11 Petition filed June 6, 2019 See http://bankrupt.com/misc/cacb19-11421.pdf represented by: Eric Bensamochan, Esq. THE BENSAMOCHAN LAW FIRM, INC. E-mail: eric@eblawfirm.us In re DeVillions Incorporated Bankr. N.D. Ga. Case No. 19-58879 Chapter 11 Petition filed June 6, 2019 Filed Pro Se In re Albert Bobek Bankr. N.D. Ill. Case No. 19-16282 Chapter 11 Petition filed June 6, 2019 represented by: Jeffrey C. Dan, Esq. CRANE, SIMON, CLAR & DAN E-mail: jdan@cranesimon.com In re New Garden, Inc. Bankr. D. Mass. Case No. 19-11956 Chapter 11 Petition filed June 6, 2019 See http://bankrupt.com/misc/mab19-11956.pdf represented by: Gary W. Cruickshank, Esq. LAW OFFICE OF GARY W. CRUICKSHANK E-mail: gwc@cruickshank-law.com In re Delvin Drinkall Bankr. D. Minn. Case No. 19-31858 Chapter 11 Petition filed June 6, 2019 represented by: Paul V. Sween, Esq. ADAMS RIZZI SWEEN PA E-mail: psween@adamsrizzisween.com In re Vahe Torosian Bankr. D.N.J. Case No. 19-21423 Chapter 11 Petition filed June 6, 2019 represented by: Andrew I. Radmin, Esq. CARKHUFF & RADMIN E-mail: andyradz@aol.com In re Margaret Mankovsky Bankr. D.N.J. Case No. 19-21441 Chapter 11 Petition filed June 6, 2019 represented by: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER & STEVENS E-mail: dstevens@scuramealey.com In re Colette Wallace Bankr. E.D.N.Y. Case No. 19-43541 Chapter 11 Petition filed June 6, 2019 represented by: Clover M. Barrett, Esq. CLOVER BARRETT & ASSOCIATES, P.C. E-mail: cbarrettpc@aol.com In re Broad Street, LLC Bankr. D.R.I. Case No. 19-10917 Chapter 11 Petition filed June 6, 2019 Filed Pro Se In re Lanour Foods, Inc. Bankr. C.D. Cal. Case No. 19-16709 Chapter 11 Petition filed June 7, 2019 See http://bankrupt.com/misc/cacb19-16709.pdf represented by: Bruce A. Boice, Esq. LAW OFFICE OF BOICE & ASSOCIATES E-mail: bboice@lawyer.com In re Truly Fit Studio, Inc. Bankr. M.D. Fla. Case No. 19-05436 Chapter 11 Petition filed June 7, 2019 See http://bankrupt.com/misc/flmb19-05436.pdf represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@TampaEsq.com All@tampaesq.com In re BP Electric, LLC Bankr. D.N.H. Case No. 19-10809 Chapter 11 Petition filed June 7, 2019 See http://bankrupt.com/misc/nhb19-10809.pdf represented by: Eleanor Wm Dahar, Esq. VICTOR W. DAHAR PROFESSIONAL ASSOCIATION E-mail: edahar@att.net vdaharpa@att.net In re Femto Blanc, Inc Bankr. D.N.J. Case No. 19-21512 Chapter 11 Petition filed June 7, 2019 Filed Pro Se In re Purcell M. Conway LLC Bankr. S.D.N.Y. Case No. 19-11892 Chapter 11 Petition filed June 7, 2019 Filed Pro Se In re Nitle Corporation Bankr. W.D. Pa. Case No. 19-22311 Chapter 11 Petition filed June 7, 2019 See http://bankrupt.com/misc/pawb19-22311.pdf represented by: Robert O. Lampl, Esq. ROBERT O LAMPL LAW OFFICE E-mail: rol@lampllaw.com rlampl@lampllaw.com In re Brisco Wheel Repair, LLC Bankr. W.D. Tex. Case No. 19-51399 Chapter 11 Petition filed June 7, 2019 See http://bankrupt.com/misc/txwb19-51399.pdf represented by: H. Anthony Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL E-mail: hervol@sbcglobal.net In re Majid Yousif Gabbara and Helda Gabbara Bankr. E.D. Mich. Case No. 19-48567 Chapter 11 Petition filed June 7, 2019 represented by: Matthew W. Frank, Esq. E-mail: frankandfrankpllc@gmail.com In re Diavi M. Osores dba BBQ Chicken Don Alex, Inc. Bankr. E.D.N.Y. Case No. 19-43577 Chapter 11 Petition filed June 8, 2019 See http://bankrupt.com/misc/nyeb19-43577.pdf represented by: William R. Lizarraga, Esq. LIZARRAGA LAW FIRM, PLLC E-mail: wlizarraga@totallegalhelpteam.com In re Le's Deli & Bakery LLC Bankr. W.D. Wash. Case No. 19-12152 Chapter 11 Petition filed June 7, 2019 Filed Pro Se In re Lisa Ann Coots Bankr. S.D. Fla. Case No. 19-17662 Chapter 11 Petition filed June 10, 2019 represented by: Zach B. Shelomith, Esq. E-mail: zbs@lsaslaw.com In re Airbase Mobile Home Estates LLC Bankr. N.D. Miss. Case No. 19-12373 Chapter 11 Petition filed June 10, 2019 Filed Pro Se In re Young Lee Inc. Bankr. S.D.N.Y. Case No. 19-11909 Chapter 11 Petition filed June 10, 2019 See http://bankrupt.com/misc/nysb19-11909.pdf represented by: Norma E. Ortiz, Esq. ORTIZ & ORTIZ, LLP E-mail: email@ortizandortiz.com In re Woods Inlet Corp. Bankr. N.D. Tex. Case No. 19-42388 Chapter 11 Petition filed June 10, 2019 See http://bankrupt.com/misc/txnb19-42388.pdf represented by: Warren V. Norred, Esq. Clayton L. Everett, Esq. NORRED LAW, PLLC E-mail: wnorred@norredlaw.com clayton@norredlaw.com In re Victoria Dasalla Puntanilla Bankr. N.D. Cal. Case No. 19-51185 Chapter 11 Petition filed June 11, 2019 represented by: Arasto Farsad, Esq. FARSAD LAW OFFICES E-mail: FarsadECF@gmail.com In re Cassandra Kay McCord Bankr. S.D. Fla. Case No. 19-17748 Chapter 11 Petition filed June 11, 2019 represented by: David L. Merrill, Esq. THE ASSOCIATES E-mail: dlmerrill@theassociates.com In re Hoosier Home Team, Inc. Bankr. S.D. Ind. Case No. 19-04263 Chapter 11 Petition filed June 11, 2019 See http://bankrupt.com/misc/insb19-04263.pdf represented by: Eric C. Redman, Esq. REDMAN LUDWIG PC E-mail: eredman@redmanludwig.com In re Ronald Brodie Bankr. D.N.J. Case No. 19-21672 Chapter 11 Petition filed June 11, 2019 represented by: David A. Kasen, Esq. KASEN & KASEN E-mail: dkasen@kasenlaw.com In re Victor A. Soriano and Maribel E. Soriano Bankr. D. Nev. Case No. 19-13714 Chapter 11 Petition filed June 11, 2019 represented by: Thomas E. Crowe, Esq. E-mail: tcrowe@thomascrowelaw.com In re VegasS199.Com, LLC Bankr. D. Nev. Case No. 19-13720 Chapter 11 Petition filed June 11, 2019 See http://bankrupt.com/misc/nvb19-13720.pdf represented by: Zachariah Larson, Esq. LARSON ZIRZOW & KAPLAN, LLC E-mail: carita@lzklegal.com In re Congregation Bais Shlomo Menachem Inc. Bankr. S.D.N.Y. Case No. 19-23151 Chapter 11 Petition filed June 11, 2019 Filed Pro Se In re JAB of Rockland, Inc. Bankr. S.D.N.Y. Case No. 19-23153 Chapter 11 Petition filed June 11, 2019 See http://bankrupt.com/misc/nysb19-23153.pdf represented by: Elizabeth A. Haas, Esq. ELIZABETH A. HAAS, ESQ., PLLC E-mail: info@thehaaslawfirm.com In re Highland Place Estates Inc. Bankr. S.D.N.Y. Case No. 19-35965 Chapter 11 Petition filed June 11, 2019 See http://bankrupt.com/misc/nysb19-35965.pdf represented by: Michelle L. Trier, Esq. GENOVA & MALIN E-mail: michelle_genmal@optonline.net ********* 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. 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