/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190905.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, September 5, 2019, Vol. 23, No. 247 Headlines 5TH STREET PARKING: Case Summary & 5 Unsecured Creditors 753 NINTH AVE: Court Approves Disclosure Statement A GREENER GLOBE: Plan Admin's $1 Sale of Roseville Property Okayed A-1 GRANITE: Seeks to Hire Lancaster & Lancaster as Legal Counsel AAC HOLDINGS: Reports Second Quarter 2019 Results AERO-MARINE: Must File Plan, Disclosure Statement by Dec. 9 ALQUEST TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors AMERICAN ENERGY: Has Out of Court Deal; Chapter 11 an Option AMYNTA WARRANTY: S&P Rates New $285MM Second-Lien Term Loan 'CCC' ASH RESTAURANT: Sale Proceeds to Fund Plan Payments BAYMARK SHEER: Sale of All Assets to PurpleRock Approved BLACKJEWEL LLC: $6.15M Sale of All Assets to Contura Approved BLUEBIRD SAND: Oct. 7 Auction Set; Bearkatz $4.8M to Open Auction BURGER BOSSCO: S&P Cuts ICR to 'SD' on Interest Payment Conversion CEED PROPERTIES: Case Summary & 3 Unsecured Creditors CELESTIAL CHURCH: Seeks Authority to Pay Church Renovation Costs CONCORD AUTO: Seeks to Hire Forbes Law as Legal Counsel CONDUENT INC: S&P Lowers ICR to 'BB'; Ratings on Watch Negative CONSOLIDATED LAND: Hires Wright & Casey as Special Counsel CORFISH CREATIVE: $520K Sale of Assets to PSCI Approved COTTAGE CAR: Unsecured Creditors to Get 100% Over 36 Months DAMODAR LLC: $9.7M sale of Assets to GPI Approved DEKALB-JACKSON WATER: S&P Cuts Long-Term Revenue Debt Rating to 'B' DELVIN DRINKALL: Sale of Equipment & Mower Real Property Approved DPW HOLDINGS: Cavalry Stock Ownership Falls Below 5% as of Aug. 22 EMERGE ENERGY: Unsecureds to Recoup 0.4-0.8% Under Amended Plan FIRESTAR DIAMOND: Chapter 11 Trustee Files Plan of Liquidation FULL X TECH: U.S. Trustee Forms 3-Member Committee GLENVIEW HEALTH CARE: U.S. Trustee Forms 2-Member Committee GRANITE HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable GREEN FIELDS: Hires Bookkeeping by Karen Koone as Bookkeeper GREEN FIELDS: Seeks to Hire Chapman Lindsey as Real Estate Broker GREG HOMESLEY: Seeks to Hire Mickler & Mickler as Legal Counsel GYPSUM RESOURCES: U.S. Trustee Forms 3-Member Committee HHGREGG INC: Seeks to Hire Chipman Brown as Special Counsel HQ PRIME: Seeks to Hire Eric A. Liepins as Legal Counsel ICAHN ENTERPRISES: Moody's Rates $500MM Unsec. Notes Due 2024 'Ba3' ICAHN ENTERPRISES: S&P Assigns BB+ Rating on New Sr. Unsec. Notes IMPORT SPECIALTIES: Seeks Court Approval to Hire TJS Group IN MARKETING: Seeks to Hire Shapiro Croland as Attorney JACK COOPER: Scroggins, Sidley Disclose Committee's Claims JOHNNYCAKE PROPERTIES: Seeks to Hire Forbes Law as Legal Counsel JOSEPH’S TRANSPORTATION: Asks Court for Authority to Use Cash JUST ONE MORE: Dunning Rievman Gary Ganzi, 2 Others JUST ONE MORE: Genovese Joblove Represents Gary Ganzi, 2 Others JUST ONE MORE: Hoguet Newman Regal Represents Gary Ganzi, 2 Othersv KAR AUCTION: S&P Alters Outlook to Negative, Affirms 'BB-' ICR KATHLEEN CAMPBELL: $250K Sale of Jeffersonville Property Approved KDO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors KONA GRILL: One Group to Purchase Restaurants for $25 Million LAKE ROAD WELDING: Fabricator Wants Cash, Says Creditors ‘Secured’ LAKE ROAD WELDING: Seeks to Hire Holder Law as Counsel LAWRENCE D. FROMELIUS: $430K Sale of Ottawa Property Approved LAWRENCE FROMELIUS: $1M Sale of Naper Membership Interest Approved LECLAIRRYAN PLLC: Case Summary & 20 Largest Unsecured Creditors LOOT CRATE: Gets More Than $30M Bid From Money Chest Affiliate LOOT CRATE: Hire Sitrick Group as Communications Consultant LUMEE LLC: $500K Sale of All Assets to Case-Mate Approved MALLINCKRODT PLC: Hires Latham, AlixPartners to Weigh Options MDM HOLDINGS: Seeks Interim Permission to Use Cash MHI HOLDINGS: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable MODERN POULTRY: Unsecured Creditors to Get 10% Over 72 Months MUSCLEPHARM CORP: Wynnefield Concerned Over Non-Filing of Reports NAVICURE INC: Moody's Assigns B3 CFR, Outlook Stable NORPAC FOODS: U.S. Trustee Forms 4-Member Committee O'BENCO IV: $27M Sale of Oil & Gas Assets to Etxenergy Approved O'BENCO IV: 3.4M Sale of Oil & Gas Assets to Pachira Oil Approved ODES INDUSTRIES: Seeks to Hire Eric A. Liepins as Legal Counsel PALM HEALTHCARE: U.S. Trustee Unable to Appoint Committee PATRIOT PEST: Court Conditionally Approves Disclosure Statement PREMIER EXHIBITIONS: U.S. Trustee Objects to Disclosure Statement PRESTIGE WORLDWIDE: Furniture Co Wins Cash Access Until Nov. 30 R-BOC REPRESENTATIVES: Minemeyer to Get Quarterly Payments at 1.5% RAIT FUNDING: Taps Epiq Corporate as Claims Agent REAGOR-DYKES MOTORS: Dykes to Provide Financing For Plan Approval RESTORE SUCH: Seeks to Hire J. Eugene Miles as Legal Counsel RUI HOLDING: Sept. 18 Auction of All Assets Set SAMM SOLUTIONS: Seeks Court Approval to Hire Accountant SCOTTY'S HOLDINGS: $150K Sale of Scotty's' Liquor License Approved STUDENT LIVING: Case Summary & 9 Unsecured Creditors TENET HEALTHCARE: S&P Affirms 'B' ICR; Outlook Positive THURSTON MANUFACTURING: Wins Approval to Use Cash Until November UBIOME INC: Lab-Testing Startup Files for Ch. 11, To Sell Assets US STEEL: Moody's Lowers CFR to B2, Outlook Stable VERESEN MIDSTREAM: S&P Alters Outlook to Stable, Affirms 'BB-' ICR VIP CINEMA: Moody's Lowers CFR to Caa2 & Alters Outlook to Neg. WESTERN COMMS: $3.65M Sale of Personal Property to Central Approved WOODLAWN COMMUNITY: Trustee's Oct. 31 Real Properties Auction OK'd [*] Claims Trading Report -- August 2019 [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 5TH STREET PARKING: Case Summary & 5 Unsecured Creditors -------------------------------------------------------- Debtor: 5th Street Parking LLC 1461 First Avenue New York, NY 10075 Case No.: 19-12821 Business Description: 5th Street Parking LLC is the fee simple owner of a vacant Land (100 ft x 35) located at 2000 Madison Avenue, New York, NY 10035 aka 127th and Madison having an appraised value of $7.8 million. The Company previously sought bankruptcy protection on Dec. 7, 2018 (Bankr. S.D.N.Y. Case No. 18- 13979). Chapter 11 Petition Date: September 3, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Julio E. Portilla, Esq. LAW OFFICE OF JULIO E. PORTILLA, P.C. 555 Fifth Avenue, 17th Floor New York, NY 10017 Tel: (212) 365-0292 Fax: (212) 365-4417 E-mail: jp@julioportillalaw.com Total Assets: $7,800,102 Total Liabilities: $3,181,169 The petition was signed by Mylene Liggett, member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-12821.pdf 753 NINTH AVE: Court Approves Disclosure Statement -------------------------------------------------- The Amended Disclosure Statement and the Motion to Approve Disclosure Statement of 753 Ninth Ave Realty, LLC, are approved. The Confirmation Hearing is scheduled for October 17, 2019 at 10:00 a.m. Eastern Standard Time, at the United States Bankruptcy Court for the Southern District of New York, 1 Bowling Green, New York, New York 10004, Honorable Mary Kay Vyskocil presiding. Any objection to Confirmation of the Plan must be filed and no later than 5:00 p.m., Eastern Standard Time, on October 10, 2019. About 753 Ninth Ave Based in New York, New York, 753 Ninth Ave Realty, LLC is a Single Asset Real Estate Debtor. Its principal assets are located at 753 Ninth Avenue New York, NY 10019 having an appraised value of $13.5 million. The Debtor filed for chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 19-11201) on April 18, 2019, with total assets $13,500,499 and total liabilities at $16,367,400. The petition was signed by Marina Koustis, manager of sole member. A GREENER GLOBE: Plan Admin's $1 Sale of Roseville Property Okayed ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of California authorized Russell Burbank, the duly appointed and acting plan administrator for A Greener Globe, to sell the real property commonly known as 901 and 903 Galleria Boulevard, Roseville, California, with Placer County APNs 015-100-062-000 and 015-100-063-000, to Hayfin Partners SPV I LP or assignee(s) or nominee(s) for $1, cash. A hearing on the Motion was held on Aug. 28, 2019 at 11:00 a.m. The sale is free and clear of liens, deeds, mortgages, encumbrances, interests, claims and security interests. The Real Property will be sold to the Buyer subject to all amounts due under that a post-petition loan in the original principal amount of $2,600,000 made by Vindrauga Corp. to the Estate, pursuant to an order of the Bankruptcy Court entered in the Bankruptcy Case on Sept. 1, 2017, and subsequently assigned by Vindrauga to Hayfin Partners SPV I, LP. The Real Property will be sold subject to the lessee's interest under the Green Acres Nursery & Supply, LLC lease that was assumed in Paragraph 3 of the Confirmation Order, and which was deﬁned as the "Green Acres Lease" in Section 1.28 of the Plan as disclosed by a Memorandum of Lease recorded May 14, 2013 as Instrument No. 2013-47175 of Official Records. To the extent that the Plan does not independently authorize the Plan Administrator to pay the Greener Globe Estate's share of the costs of sale under the APA, including closing costs, and any outstanding real estate and/or other governmental liens and any state tax that will be owed on the sale from the sale proceeds, the Plan Administrator is authorized to pay such amounts. Except as specifically provided in the APA, the Buyer is acquiring the Real Property in its "as is, where is" condition, with all faults, if any, and without any representations or warranties, express or implied. The stays imposed by Bankruptcy Rules 6004(h) and 7062 are waived, and the Order will be effective and enforceable immediately upon entry of the Order, and its provisions will be self-executing. In the absence of any person obtaining a stay pending appeal, the Plan Administrator and the Buyer are free to close under the APA at any time, subject to the terms of the APA. The automatic stay provisions of Bankruptcy Code Section 362 and/or any applicable Plan injunction are vacated and modified to the extent necessary to implement the terms and conditions of the APA and the provisions of the Order, and the stay imposed by Bankruptcy Rule 4001 (a)(3) is waived with respect thereto. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/A_Greener_Globe_611_Order.pdf About A Greener Globe A Greener Globe is a California corporation qualified to do business as a non-profit public benefit corporation. Incorporated on December 7, 1993, the Debtor was formed to operate recycling centers, provide educational materials and information on conservation and recycling, and provide employment for physically and mentally challenged individuals. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by W. Steven Shumway, Esq. On June 14, 2015, the court approved the Office of the U.S. Trustee's appointment of Russell K. Burbank as the Chapter 11 trustee. The trustee tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as legal counsel, and Burr, Pilger Mayer, Inc., as his accountant. No official committee of unsecured creditors has been appointed in the case. A-1 GRANITE: Seeks to Hire Lancaster & Lancaster as Legal Counsel ----------------------------------------------------------------- A-1 Granite Man, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire Lancaster & Lancaster Law Firm, PLLC, as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Attorneys $200 Paralegals $100 Legal Assistants $75 Jennifer Lancaster, Esq., the firm's attorney who will be handling the case, is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jennifer M. Lancaster, Esq. Lancaster & Lancaster Law Firm, P.L.L.C. P.O. Box 1295 Benton, AR 72018 Phone: (501) 776-2224 Fax: (501) 778-6186 E-mail: jennifer@thelancasterlawfirm.com About A-1 Granite Man A-1 Granite Man Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 19-14343) on Aug. 19, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Lancaster & Lancaster Law Firm, P.L.L.C., is the Debtor's counsel. AAC HOLDINGS: Reports Second Quarter 2019 Results ------------------------------------------------- AAC Holdings, Inc. announced financial results for the second quarter and six months ended June 30, 2019, as well as updated 2019 guidance. Second Quarter 2019 Operational and Financial Highlights: (All comparisons are to first quarter ended March 31, 2019, unless otherwise noted) * Total revenues improved by 13% to $62.7 million * Total inpatient census improved by 8% to 802 from 740 * New admissions improved 4% to 4,830 from 4,641 * Average daily inpatient revenue improved 17% to $790 from $674 * Net loss attributable to AAC Holdings, Inc. common stockholders decreased 25% to $16.4 million, or $(0.66) per diluted common share from $22.0 million, or $(0.90) per diluted share. * Adjusted EBITDA improved by 144% to $2.9 million compared to $(6.5) million. "Despite the challenges we faced last year, we continue to see positive momentum in 2019 and believe that we will see continued improvement throughout the remainder of 2019," said Michael Cartwright, AAC chairman & chief executive officer. "Inpatient census has been improving throughout 2019 and is up by 38% at June 2019 compared to December 2018. The initiatives in sales and marketing continue to show positive results as we continue to enhance our community and online outreach to those who need our help." "The expense savings initiatives implemented in late 2018 and in the first quarter of 2019 are having a positive impact. Operating expenses have decreased by 18% or $15 million, for the second quarter of 2019 compared to the second quarter of 2018," Cartwright said. Cartwright added, "We are considering initial proposals from third party investment firms as a result of the strategic transaction process being led by Cantor Fitzgerald & Co. and as we continue to show sequential improvement in our operating results we are excited optimistic about the investment interest in our Company and are engaged in talks with numerous well-regarded financing sources." Cost Savings Initiatives The Company enacted a series of cost savings initiatives beginning during the fourth quarter of 2018 and continuing into 2019. These initiatives have included reductions in the Company's corporate expenses, consolidation of its Las Vegas market, consolidation of the its southern California market, the sale of the Company's New Orleans operations, and the consolidation of its lab operations. Operating expenses decreased by 18% or $15.1 million for the second quarter of 2019 compared to the second quarter of 2018. Second Quarter 2019 Financial Results On a sequential basis total revenues increased by 13% in the second quarter of 2019 compared to the first quarter of 2019 due to improved average daily inpatient census and improved average daily inpatient revenue. Average daily inpatient census improved by approximately 8% and average daily inpatient revenue improved by 17%. Operating expenses on a sequential basis decreased by approximately 4% to $69.1 million for the second quarter of 2019 compared to the first quarter of 2019 (excluding the litigation settlement and the gain on sale recognized in the first quarter of 2019). This was primarily due to the benefit from the cost savings initiatives enacted during the fourth quarter for 2018 and into 2019. Operating expenses on a year-over-year basis improved 18% or $15.1 million. AAC breaks down its revenues between client related revenue and non-client related revenue. Client related revenue includes: (1) inpatient treatment facility services and related professional services; (2) outpatient facility services, related professional services and sober living services; and (3) client related diagnostic services, which includes point of care drug testing and client related diagnostic laboratory services. Non-client related revenue includes marketing and diagnostic services provided to third parties as well as addiction services provided to individuals in the criminal justice system. Total revenues were $62.7 million for the second quarter of 2019 compared with $55.4 million for the first quarter of 2019. Inpatient treatment facility services revenue increased 28.5% to $57.7 million for the three months ended, June 30, 2019, compared with $44.9 million for the three months ended, March 31, 2019. Outpatient facility and sober living services revenue decreased 16.2% to $5.4 million for the three months ended, June 30, 2019, compared with $6.5 million for the three months ended, March 31, 2019. Client related diagnostic services revenue decreased 216.6% to $(2.5) million for the three months ended, June 30, 2019, compared with $2.1 million for the three months ended, March 31, 2019. Non-client related revenue increased 13.2% to $2.1 million for the three months ended, June 30, 2019, compared with $1.9 million for the three months ended, March 31, 2019. Net loss attributable to AAC Holdings, Inc. common stockholders was $(16.4) million, or $(0.66) per diluted common share for the three months ended, June 30, 2019, compared with net loss attributable to AAC Holdings, Inc. common stockholders of $(22.0) million, or $(0.90) per diluted common share for the three months ended March 31, 2019. Adjusted EBITDA increased to $2.9 million for the three months ended, June 30, 2019, compared with $(6.5) million for the three months ended, March 31, 2019. Adjusted EBITDA, is a non-GAAP financial measure. Balance Sheet and Cash Flows As of June 30, 2019, AAC Holdings' balance sheet reflected cash and cash equivalents of $2.6 million, accounts receivable of $48.7 million, net property and equipment of $160.7 million and total debt of $341.9 million (current and long-term portions). Cash flows used in operations totaled $13.5 million for the second quarter of 2019 compared to $9.6 million for the first quarter of 2019. Days sales outstanding were 71 days for the second quarter of 2019 compared to 74 days for the first quarter of 2019. Credit Facilities The Company is continuing discussions with lenders under its senior credit facilities to address events of defaults that have occurred relating to the Company's compliance with certain covenants and obligations thereunder including minimum liquidity, leverage ratio and certain interest payment defaults. Management is pursuing one or more amendments to the senior credit facilities, forbearance agreements or both, which would address the Company's current liquidity and compliance covenants. Evaluation of Strategic Alternatives in AAC's Real Estate Portfolio The Company has commenced a process to generate additional value from its assets, including its real estate portfolio consisting of treatment centers located across the United States. Management's goal is to leverage the portfolio to create additional liquidity, lower its cost of capital and enhance shareholder value. Real estate strategic alternatives could include further sale leasebacks of individual facilities or larger portions of the Company's real estate portfolio. A full-text copy of the press release is available for free at: https://is.gd/fGleRO About AAC Holdings Headquartered in Brentwood, Tennessee, AAC Holdings, Inc. -- http://www.americanaddictioncenters.com/-- is a provider of inpatient and outpatient substance use treatment services for individuals with drug addiction, alcohol addiction and co-occurring mental/behavioral health issues. In connection with its treatment services, the Company performs clinical diagnostic laboratory services and provide physician services to its clients. As of Dec. 31, 2018, the Company operated 11 inpatient substance abuse treatment facilities located throughout the United States, focused on delivering effective clinical care and treatment solutions across 1,080 inpatient beds, including 700 licensed detoxification beds, 24 standalone outpatient centers and 4 sober living facilities across 471 beds for a total of 1,551 combined inpatient and sober living beds. AAC Holdings reported a net loss of $66.71 million for the year ended Dec. 31, 2018, compared to a net loss of $17.38 million for the year ended Dec. 31, 2017. As of March 31, 2019, AAC Holdings had $480.22 million in total assets, $461.56 million in total liabilities, and total stockholders' equity including non-controlling interest of $18.65 million. BDO USA, LLP, in Nashville, Tennessee, the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred a loss from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. * * * In March 2019, S&P Global Ratings lowered the issuer credit rating on AAC Holdings Inc. to 'CCC' from 'B-' and said the outlook is negative. According to S&P, the downgrade reflects escalated risk of a default and risk that AAC's liquidity will not be sufficient over the next 12 months, primarily due to the $30 million term loan maturing in about one year. Moody's Investors Service downgraded the corporate family rating rating of AAC Holdings, parent company of American Addiction Centers, Inc., to 'Caa2' from 'B3'. The downgrade to 'Caa2' reflects AAC's very weak third quarter results and lower guidance for the rest of 2018, as reported by the TCR on Nov. 16, 2018. AERO-MARINE: Must File Plan, Disclosure Statement by Dec. 9 ----------------------------------------------------------- Aero-Marine Technologies, Inc., is directed by the Bankruptcy Court to file a Plan and Disclosure Statement on or before December 9, 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. If the Disclosure Statement is timely filed, the Court shall review its adequacy. If the Court determines that the Disclosure Statement does not contain adequate information, the Court shall schedule an expedited hearing to address the additional information that is required for the Court to enter an order conditionally approving the Disclosure Statement and scheduling a Consolidated Hearing. About Aero-Marine Technologies Aero-Marine Technologies, Inc. -- https://www.aero-marinetechnologies.com/ -- provides total support for waste and water system components found on Boeing, Airbus and Embraer aircraft. Aero-Marine Technologies is a full-service Maintenance, repair and overhaul (MRO) with a worldwide customer base. Aero-Marine Technologies sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07547) on Aug. 9, 2019. The Debtor's case is jointly administered to that of Joseph N. Vaughn and Theresa L. Vaughn. In the petition signed by Joseph N. Vaughn, president, Aero-Marine's assets are estimated at $500,000 to $1 million, and its liabilities at $1 million to $10 million. The Hon. Caryl E. Delano is the case judge. Stitchler, Riedel, Blain & Postler, P.A. is the Debtor's legal counsel. ALQUEST TECHNOLOGIES: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Alquest Technologies, Inc. 1760 Las Verne Avenue La Verne, CA 91750 Business Description: Alquest Technologies Inc. -- http://www.alquest.us.com/- is a state licensed contractor specializing in all aspects of the data/telecommunication industry. Alquest provides systems integration for voice, video and data solutions from initial planning, consultation, design, integration, and implementation. The Company previously sought bankruptcy protection on Jan. 11, 2012 (Bankr. C.D. Cal. Case No. 12-11071). Chapter 11 Petition Date: September 3, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-20426 Judge: Hon. Barry Russell Debtor's Counsel: Peter C. Wittlin, Esq. PETER C. WITTLIN, ATTY. 8 Corporate Park Ste 300 Irvine, CA 92604-4710 Tel: 949-430-6529 Fax: 949-262-3281 E-mail: chelsea.pwittlin@gmail.com pwittlin@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Henry J. Wojcik, 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/cacb19-20426.pdf AMERICAN ENERGY: Has Out of Court Deal; Chapter 11 an Option ------------------------------------------------------------ American Energy – Permian Basin, LLC on Aug. 29, 2019, disclosed that it has entered into an agreement to implement a comprehensive financial restructuring plan pursuant to a restructuring support agreement (the "RSA") with a group of noteholders (the "Consenting Noteholders") who collectively hold, as of August 28, 2019, approximately (i) $374.37 million (approximately 81% of the outstanding principal amount) aggregate principal amount of the 13.000% Senior Secured First Lien Notes due 2020 (the "First Lien Notes"), (ii) $250.99 million (approximately 86% of the outstanding principal amount) aggregate principal amount of the 8.000% Senior Secured Second Lien Notes due 2020 (the "Second Lien Notes" and, together with the First Lien Notes, the "Secured Notes") and (iii) $1.19 billion (approximately 88% of the outstanding principal amount) aggregate principal amount of the Floating Rate Senior Notes Due 2019 (the "2019 Notes"), 7.125% Senior Notes Due 2020 (the "2020 Notes") and 7.375% Senior Notes Due 2021 (the "2021 Notes" and, together with the 2019 Notes and the 2020 Notes, the "Unsecured Notes" and the Unsecured Notes together with the Secured Notes, the "Notes"), each issued by the Company and its wholly-owned subsidiary, AEPB Finance Corporation, as co-issuer ("AEPB Finance" and, together with the Company, the "Issuers"). Pursuant to the RSA, the Consenting Noteholders have agreed to support the Out-of-Court Restructuring, and in the alternative, the transactions contemplated under the Prepackaged Plan (as defined herein). Pursuant to the terms of the RSA, each of the Consenting Noteholders has, among other things, agreed (so long as the RSA remains in effect) to (i) tender all of its Unsecured Notes in the Unsecured Notes Tender Offers (as hereinafter defined); (ii) tender all of its First Lien Notes and Second Lien Notes in the Secured Notes Tender Offers (as hereinafter defined); (iii) consent to the Proposed Amendments (as defined herein and as more fully described in the Offering Memorandum (as hereinafter defined)) in the Consent Solicitations (as hereinafter defined) and not withdraw or revoke its Consent (as hereinafter defined); (iv) vote its respective Notes to accept the Prepackaged Plan (as hereinafter defined) and not withdraw or revoke its vote; and (v) support the confirmation and consummation of the Prepackaged Plan. The Out-of-Court Restructuring, if implemented, will result in a consensual refinancing or elimination of the Company's debt that will, among other things, increase liquidity and significantly reduce the Company's debt obligations and interest expense by extinguishing up to approximately $2.1 billion principal amount of the Company's debt by repurchasing such debt for a combination of cash and Warrants. Prior to the settlement of the Tender Offers, the Issuers shall consummate a private placement (the "Private Placement") of new senior secured notes (the "New Secured Notes") in aggregate principal amount of approximately $681 million for cash consideration of at least 89.25% of the principal amount thereof, with such cash proceeds to be used, along with borrowings under the New AcqCo RBL Facility, the Cash Contribution (each as defined below) and existing cash, to consummate the restructuring transactions contemplated in the Offering Memorandum and pay related fees and expenses. Certain parties have committed to purchase up to $681 million in aggregate principal amount of New Secured Notes, which commitment will survive until December 27, 2019. Pursuant to the Out-of-Court Restructuring, the Company is offering (the "Unsecured Notes Tender Offers") to Eligible Noteholders (as hereinafter defined) that tender their Unsecured Notes prior to 5:00 p.m., New York City time, on September 20, 2019 (the "Early Participation Deadline"), upon the terms and subject to the conditions set forth in the offering memorandum (the "Offering Memorandum") and the accompanying consent and letter of transmittal (the "Offer Documents"), the Unsecured Notes Tender Offer Consideration (as defined herein), and Sable Permian Resources, LLC ("SPR") is offering to fund the Unsecured Early Participation Payment (as defined herein), equal to (i) warrants entitling the holders to purchase, in aggregate (assuming all Unsecured Notes outstanding on the date of the Offering Memorandum are validly tendered and not validly withdrawn), up to 8.5% of the Company's common units pro forma for the Out-of-Court Restructuring representing limited liability company interests in the Company (the "Common Units") at an exercise price equal to $0.0001 (subject to adjustment as described in the Offer Documents) (the "Warrants") and $100.00 in cash from the Company, for each $1,000.00 principal amount of any and all validly tendered and not validly withdrawn Unsecured Notes accepted for purchase (the "Unsecured Notes Tender Offer Consideration"), and (ii) $50.00 in cash funded by SPR for each $1,000.00 principal amount of any and all validly tendered and not validly withdrawn Unsecured Notes accepted for purchase (the "Unsecured Early Participation Payment" and, together with the Unsecured Notes Tender Offer Consideration, the "Unsecured Notes Total Consideration") on the Settlement Date (as hereinafter defined). No public market currently exists for our Common Units. Assuming all Unsecured Notes outstanding on the date of the Offer Documents are validly tendered (and not validly withdrawn) in the Unsecured Notes Tender Offers together with Consents on or prior to the Expiration Time (each as defined herein), which tenders and Consents are subsequently accepted by the Company, holders of the Warrants will have in the aggregate the right to purchase Common Units constituting, in the aggregate, 8.5% of the common equity in the Company after giving effect to a Restructuring (as defined herein). Eligible Noteholders that tender their Unsecured Notes after the Early Participation Deadline and prior to 5:00 p.m., New York City time, on September 27, 2019 (the "Expiration Time") will not be eligible to receive the Unsecured Early Participation Payment funded by SPR and will only receive the Unsecured Notes Tender Offer Consideration promptly following the Expiration Time (such date, the "Settlement Date"). No consideration is being paid in respect of accrued and unpaid interest to the holders of the Unsecured Notes. Holders tendering Unsecured Notes in the Unsecured Notes Tender Offers must also provide Consents in the applicable Consent Solicitation. The Company is offering (the "Secured Notes Tender Offers" and, together with the Unsecured Notes Tender Offers, the "Tender Offers") to Eligible Noteholders that tender their Secured Notes prior to the Early Participation Deadline, upon the terms and subject to the conditions set forth in the Offer Documents, the Secured Notes Tender Offer Consideration (as defined herein), and SPR is offering to fund the Secured Early Participation Payment (as defined herein), equal to (i) $950.00 in cash from the Company, for each $1,000.00 principal amount of any and all validly tendered and not validly withdrawn First Lien Notes or Second Lien Notes accepted for purchase (the "Secured Notes Tender Offer Consideration"), plus 100% of accrued and unpaid interest to, but not including, the Settlement Date, and (ii) $50.00 in cash funded by SPR for each $1,000.00 principal amount of any and all validly tendered and not validly withdrawn First Lien Notes or Second Lien Notes accepted for purchase (the "Secured Early Participation Payment" and, together with the Secured Notes Tender Offer Consideration, the "Secured Notes Total Consideration") on the Settlement Date. Eligible Noteholders that tender their First Lien Notes or Second Lien Notes after the Early Participation Deadline and prior to the Expiration Time will not be eligible to receive the Secured Early Participation Payment funded by SPR and will only receive the Secured Notes Tender Offer Consideration on the Settlement Date, plus 100% of accrued and unpaid interest to, but not including, the Settlement Date. Holders tendering First Lien Notes or Second Lien Notes in the Secured Notes Tender Offers must also provide Consents in the applicable Consent Solicitation. Completion of the Out-of-Court Restructuring is subject to a number of conditions, including that (i) at least 95% of the aggregate principal amount of each series of Notes are validly tendered and not validly withdrawn in the Tender Offers (the "Minimum Tender Condition"), (ii) the Issuers consummate the Private Placement, and (iii) the borrowing base under the New AcqCo RBL Facility is at least $700 million on the Settlement Date. The Company and certain of its affiliates are also soliciting votes on a prepackaged plan of reorganization (the "Prepackaged Plan") under Chapter 11 of the United States Bankruptcy Code from holders of the Notes ("Noteholders"). In the event the Minimum Tender Condition is not satisfied or waived, or if the Out-of-Court Restructuring otherwise is not consummated, but, (i) with respect to each class of Notes, holders of Notes (x) constituting more than one-half in number of the holders of Notes of such class that, on or as of the Expiration Time, have validly voted on the Plan, and (y) holding at least two-thirds of the aggregate principal amount of the outstanding Notes in such class, have voted to accept the Prepackaged Plan by validly executing and submitting the ballots provided contemporaneously with the Offering Memorandum on or before the Expiration Time, which is also the voting deadline with respect to such solicitation of votes, and (ii) SPR has received sufficient funding to make the Cash Contribution (as defined herein) and Early Participation Payments (as defined herein), the Company will seek to confirm the Prepackaged Plan and consummate the transactions contemplated therein on terms and conditions consistent in all material respects with the Offer Documents (the "In-Court Reorganization" and, together with the Out-of-Court Restructuring, the "Restructurings," and each, a "Restructuring"). Regardless of whether the Company consummates the Out-of-Court Restructuring or the In-Court Reorganization, all Noteholders that validly tender (and do not validly withdraw) their Notes pursuant to the Tender Offers prior to the Early Participation Deadline and thereby consent to the Proposed Amendments will receive from SPR the Unsecured Early Participation Payment or the Secured Early Participation Payment (collectively, the "Early Participation Payments"), as applicable, upon consummation of a Restructuring. Noteholders providing tenders and consents after the Early Participation Deadline will not be entitled to the Early Participation Payments, and the Prepackaged Plan does not provide for any consideration to such Noteholders beside the Secured Notes Tender Offer Consideration or Unsecured Notes Tender Offer Consideration, as applicable. Therefore, upon consummation of either Restructuring, Noteholders that do not tender their Notes prior to the Early Participation Deadline will receive less consideration than they would have if they tendered by the Early Participation Deadline. The Company will not offer or pay any consideration in respect of any accrued interest on the Unsecured Notes tendered in the Unsecured Notes Tender Offers. Accordingly, if the Unsecured Notes Tender Offers are consummated, Noteholders whose Unsecured Notes are purchased in the Unsecured Notes Tender Offers will be deemed to have waived payment of an amount equal to the accrued and unpaid interest on the purchased Unsecured Notes to the date such tendered Unsecured Notes are purchased. Holders of First Lien Notes accepted by the Company will not receive the optional redemption premium that they would otherwise be entitled to receive under the First Lien Indenture in connection with a redemption of First Lien Notes. Accordingly, if the Secured Notes Tender Offers are consummated, Noteholders whose First Lien Notes are purchased in the Secured Notes Tender Offers will be deemed to have waived payment of an amount equal to such redemption premium. In connection with the Tender Offers, the Issuers are soliciting (the "Consent Solicitations") consents (the "Consents"), upon the terms and subject to the conditions set forth in the Offering Memorandum, to certain proposed amendments (the "Proposed Amendments") to the indentures governing the Notes. The Proposed Amendments would eliminate substantially all restrictive covenants, certain events of default applicable to the Notes and certain other provisions contained in the indentures governing the Notes. The Proposed Amendments will also release the liens on all of the collateral securing the First Lien Notes and Second Lien Notes. The Proposed Amendments will be set forth in Supplemental Indentures with respect to each indenture governing the Notes. Upon the Proposed Amendments becoming effective and operative with respect to a series of Notes, all Noteholders of such series of Notes would be bound by the terms thereof, even if they did not deliver Consents to the applicable Proposed Amendments. Subject to the substantially concurrent satisfaction or waiver of all conditions of the Out-of-Court Restructuring or In-Court Reorganization, as applicable (in each case, other than occurrence of the SPR Contributions (as defined below)), in accordance with the applicable terms set forth in the Offering Memorandum and in the Prepackaged Plan, substantially concurrently with the consummation of the Tender Offers or the Effective Date (as defined in the Prepackaged Plan), respectively, SPR will contribute the SPR Assets (as defined in the Offering Memorandum) to the Company (the "SPR Dropdown") and, the Company will contribute the SPR Assets and all of its oil and gas properties to AEPB Acquisition Company, LLC (f/k/a Sable Acquisition Company, LLC) ("AcqCo") (the "Company Dropdown" and, together with the SPR Dropdown, the "Asset Contributions") and SPR will contribute $375 million in cash (net of any amounts it has paid directly to holders of Notes on account of Early Participation Payments) in exchange for common equity in the Company (the "Cash Contribution" and together with the Asset Contributions, the "SPR Contributions")). Contemporaneously with the consummation of a Restructuring, and as a condition of either Restructuring, AcqCo will enter into a new senior secured reserve based lending facility with commercial lenders engaged in lending in the oil and gas industry (the "New AcqCo RBL Facility") and will terminate the existing revolving credit facilities at SPR and AcqCo with JPMorgan Chase Bank, N.A. ("JPM"), as administrative agent, and the lenders party thereto. JPM has agreed pursuant to a commitment letter provided to SPR to provide 100% of the New AcqCo RBL Facility, and the commitment provided thereunder. In connection with the consummation of a Restructuring, the Issuers expect to borrow under the New AcqCo RBL Facility and, along with proceeds of the Cash Contribution, repay all outstanding borrowings under and terminate SPR's existing revolving credit facility and AcqCo's existing revolving credit facility and to fund a portion of the cash consideration paid in the Tender Offers. The Company intends to continue to operate its business in the normal course without material disruption to its vendors, partners or employees until the effective date of a Restructuring. The implementation of the transactions contemplated by the RSA is dependent on a number of factors and approvals, and there can be no assurance that the treatment of creditors outlined above will not change significantly. A table summarizing the consideration to be paid in connection with each Tender Offer is available at: https://is.gd/kLOrrN About Sable Permian Resources Sable Permian Resources, LLC is an independent oil and natural gas company focused on the acquisition, development and production of unconventional oil and natural gas reserves in the Wolfcamp Shale play in the Southern Midland Basin within the Permian Basin of West Texas. Sable Permian Resources, LLC is the parent entity of American Energy – Permian Basin, LLC and operates on its behalf. About American Energy - Permian Basin American Energy – Permian Basin, LLC, is an independent oil and natural gas company focused on the acquisition, development and production of unconventional oil and natural gas reserves in the Wolfcamp Shale play in the Southern Midland Basin within the Permian Basin of West Texas. AMYNTA WARRANTY: S&P Rates New $285MM Second-Lien Term Loan 'CCC' ----------------------------------------------------------------- S&P Global Ratings said it assigned its 'CCC' debt rating to Amynta Warranty Borrower Inc.'s proposed $285 million second-lien term loan due 2026 with a '6' recovery rating, indicating its expectation of negligible (0%) recovery in the event of a payment default. The ratings on Amynta Holdings LLC and its core subsidiaries -- including S&P's 'B-' long-term issuer credit rating and 'B-' first-lien credit facility debt ratings -- are unaffected by the new senior notes issuance. S&P's 'B-' long-term issuer credit rating on Amynta continues to reflect its weak business risk profile and highly leveraged financial risk profile. The new financing will have similar terms to the existing second-lien term loan. The incremental increase in debt of $110 million brings the total adjusted debt, including the present value of operating leases and potential earn-out liabilities, to approximately $1.3 billion. Amynta will use the remaining proceeds to fund acquisition of a warranty administration business that will expand Amynta's distribution footprint across both the agent/dealer and original equipment manufacturer sales channels, deepen its expertise and relationships, and enhance the overall Amynta warranty franchise. After the acquisition closes, S&P expects the pro-forma adjusted EBITDA split to be approximately 50% warranty and 50% managing general agent and specialty risk. Although the rating agency believes this acquisition reduces the carrier concentration and further diversifies the consolidated operations, Amynta is still exposed to elevated carrier and product concentrations relative to higher rated peers'. S&P expects pro-forma leverage (debt-to-EBITDA ratio including operating leases) for both the incremental debt and the earnings from earmarked acquisitions to deteriorate modestly to 7.9x, but remain within the tolerance for the current rating level. As the business continues to grow organically and inorganically, S&P expects leverage to remain elevated, especially given financial sponsor ownership and the focus on deploying cash for acquisitions versus debt pay-down. It expects Amynta to sustain a highly leveraged financial risk profile with leverage between 7.5x and 8.5x on a sustained basis. Interest coverage currently remains supportive and the rating agency expects it to be in the 1.7x-2x range. RATINGS LIST Amynta Warranty Borrower Inc. Issuer Credit Rating B-/Stable/-- New Rating Amynta Warranty Borrower Inc. Second-lien term loan due 2026 CCC Recovery Rating 6 ASH RESTAURANT: Sale Proceeds to Fund Plan Payments --------------------------------------------------- Ash Restaurant Group, Inc., filed a Chapter 11 Plan and accompanying Disclosure Statement. Class 3 - General Unsecured Claims are impaired. Class 3 consists of the Allowed General Unsecured Claims, if any, of: (a) Claim No. 1 filed by the New York State Dept. of Taxation & Finance, as amended, asserting a $9,369.17 general unsecured claim; (b) Claim No. 2 filed by the Internal Revenue Service, as amended, asserting a $16,596.13 general unsecured claim; (c) Claim No. 5 and 6 filed by Southern Glazer's Wine & Spirits, LLC asserting a general unsecured claim in the amount of $1,875.30; (d) Claim No. 9 filed by Manhattan Beer Distributors asserting an unsecured claim in the amount of $1,069.18; (e) Claim No. 10 filed by Empire Merchants asserting an unsecured claim in the amount of $1,049.06; (f) Claim No. 11 filed by Sysco Metro New York, LLC asserting a $15,950.61 general unsecured claim; (g) Claim No. 12 filed by Performance Food Group, Inc. asserting an unsecured claim in the amount of $2,824.91; (h) Claim No. 13 filed by FreshPro Food Distributors asserting an unsecured claim in the amount of $2,086.00; (i) Claim No. 14 filed by the New York State Insurance Fund asserting a general unsecured claim in the amount of $29,270.00; (j) Claim No. 15 filed by Sage Dining Services, Inc. asserting an unliquidated unsecured claim for damages for Trademark Infringement which upon of approval of the Settlement by the Court shall be liquidated in the amount of $35,000.00; and (k) Claim No. 16 filed by Fisher Broyles, LLP asserting an unsecured claim in the amount of $11,837.01 for unpaid pre-petition legal fees. Class 2 - Priority Tax Claims are impaired. Class 2 claims will be paid in full, in cash, together with statutory interest pursuant to 11 U.S.C. Section 1129 (a)(9)(C) on the Effective Date or in equal and consecutive monthly installment payments in cash equal to the Allowed Amounts of such Claims, with interest thereon at the applicable rate, over a period ending not later than five (5) years after the Petition Date absent the consent of the holders of Allowed Priority Tax Claims. Class 4 - Interests of Shareholders are impaired. Holders of Allowed Interests will receive and retain the same ownership interests they held in the Debtor in the Post- Confirmation Debtor. The Plan will be implemented through, and the Distributions contemplated to be made under the Plan will be funded by, the net proceeds received by the Debtor at the closing on the sale of substantially all of the its assets pursuant to the Order of the Bankruptcy Court entered on July 10, 2019 in the total amount of $221,657.961, plus the balance of the purchase price in the amount of $175,000.00 along with interest at the rate of 4.5 percent per annum payable on the first day of each and every month commencing on the first day of July, 2020 and continuing on the first day of each and every month thereafter until paid. All proceeds of the sale, including the net proceeds currently held in escrow by the Reich Firm pursuant to the Sale Order, and any and all payments made to the Debtor under the Note shall be paid to Creditors and Interests Holders in order of priority in accordance with the Plan. A full-text copy of the Disclosure Statement dated August 29, 2019, is available at https://tinyurl.com/y5cdhrj8 from PacerMonitor.com at no charge. Counsel to the Debtor: Jeffrey A. Reich, Esq. REICH, REICH & REICH, PC 235 Main Street, Suite 450 White Plains, New York 10601 (914) 949-2126 About ASH Restaurant Group ASH Restaurant Group, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-22250) on Feb. 12, 2019, disclosing under $1 million in assets and liabilities. The Debtor is represented by Reich Reich & Reich, P.C. BAYMARK SHEER: Sale of All Assets to PurpleRock Approved -------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Baymark Sheer Strength Holdco, LLC and Sheer Strength Labs, LLC to sell substantially all assets to PurpleRock Merion Opco, LLC, pursuant to and in accordance with the terms and conditions of the Asset Purchase Agreement. In consideration of the transfer of the Purchased Assets to the Purchaser and the other undertakings set forth therein, the Purchaser will pay to the Seller (a) $146,330 cash; less the greater of: (i) $65,000, or (ii) the lesser of (A) $146,330, or (B) the amount of available cash in the Seller bank accounts at closing, plus (b) those administrative payables identified on Schedule 2.1(b) and Assumed Cure Costs for Purchased Contracts in a total amount not to exceed $75,000; (c) ; plus, without duplication, the assumption by Purchaser of the Assumed Liabilities, including the Assumed Cure Amounts and claims against the Seller held by Merion Investment Partners III, LP, the Seller's senior secured creditor. A hearing on the Motion was held on Aug. 22, 2019. Alexander J. Keechle, CEO of the Debtors or any other officer or managing member of either Debtor, is authorized and directed, to approve and sign all documents in connection with the transactions contemplated by the APA on behalf of the Debtors and to take, on reasonable request by Purchaser, all actions necessary, required or appropriate to consummate such transactions on behalf of the Debtors, and such documents and actions are binding on the Debtors without any further additional corporate actions or approvals. The sale is free and clear of all Interests of any kind or nature whatsoever, except for the claim and lien of Merion and except as otherwise set forth in the Order. Subject to and conditioned on the closing of the transactions contemplated in the APA, the Debtors are authorized pursuant to Section 365(a) of the Bankruptcy Code to assume and assign to the Purchaser the Assumed Contracts on Exhibit 2. The stay of the Order provided in Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure is waived to allow for an immediate closing of the Sale. A copy of the APA and Exhibit 2 attached to the Order is available for free at: http://bankrupt.com/misc/Baymark_Sheer_126_Order.pdf About Baymark Sheer Strength Holdco and Sheer Strength Labs Baymark Sheer Strength Holdco, LLC and Sheer Strength Labs, LLC's operations consist of selling products in the sports nutrition, dietary supplement and general wellness industry. The products are primarily sold on Amazon. Baymark, the parent company, owns 100% of the membership interests in Sheer Strength. Baymark and Sheer Strength filed voluntary Chapter 11 petitions (Bankr. E.D. Tex. Lead Case No. 19-40438) on Feb. 18, 2019. In the petition signed by Anthony Ludlow, president, Baymark estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The case has been assigned to Judge Brenda T. Rhoades. The Debtors are represented by Singer & Levick, P.C. BLACKJEWEL LLC: $6.15M Sale of All Assets to Contura Approved ------------------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia authorized Blackjewel LLC's sale of substantially all assets to Contura Energy, Inc. for (a) $1.1 million cash, and (b) $5.05 million credited from the Purchase Deposit and interest accrued on that portion of the Purchase Deposit pursuant to the terms of the Term Sheet. The Auction was conducted beginning on Aug. 1, 2019 and concluded on Aug. 3, 2019. The Court conducted the Initial Sale Hearing on Aug. 5, 2019 and Aug. 6, 2019 and the Pax Sale Hearing on Aug. 28, 2019. The Bidding Procedures utilized by the Debtors related to the Purchase Agreement and the Sale Transaction are approved and ratified and were appropriate under the circumstances in order to maximize the value obtained from the Sale Transaction for the benefit of the estates. The Committee Settlement is approved and given full force in effect. All Third Party Avoidance Actions held by the Debtors or their estates specified in Section 2.1 of the Purchase Agreement will constitute Purchased Assets under the Purchase Agreement. All Third Party Causes of Action held by the Debtors or their estates specified in Section 2.1 of the Purchase Agreement will constitute Purchased Assets under the Purchase Agreement. The sale is free and clear of all Liens, Claims and/or Interests. All Liens, Claims and/or Interests will attach to the sale proceeds. Pursuant to the Order and except as otherwise specifically provided in the Purchase Agreement, the Debtors will pay (or cause to be paid), or reimburse the Purchaser and will indemnify and hold harmless the Purchaser from and against, without duplication, all claims, damages, losses, liabilities, costs and expenses incurred or suffered by the Purchaser for any act or omission in connection with, related to or arising out of, the Sale Transaction, the negotiation of any settlement or agreement, contract, instrument, release or document created or entered into in connection with the Sale Transaction (or any documents related thereto), the preparation or pursuit of this Order, the consummation of the Sale Transaction, or any other prepetition or post-petition act taken or omitted to be taken in connection with consummation or pursuit of the Sale Transaction, except for any act or omission that is determined in a Final Order to have constituted willful misconduct (including, without limitation, actual fraud) or gross negligence, up to the amount of the Waiver of Initial Distribution (such payment, reimbursement, or indemnification). The Purchaser will be entitled to rely upon the advice of counsel concerning his, her or its duties pursuant to, or in connection with, the Sale Transaction. Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, the Debtors' assumption and assignment to the Purchaser, and the Purchaser's assumption of the Assumed Agreements, on the terms set forth in the Purchase Agreement, is approved and the requirements of section 365 with respect thereto are found and deemed to be satisfied. The Debtors are authorized in accordance with sections 105(a), 363, and 365 of the Bankruptcy Code to (a) assume and assign to the Purchaser at each applicable Assumption and Assignment Effective Date each applicable Assumed Agreement free and clear of all Liens, Claims and/or Interests; and (b) execute and deliver to the Purchaser such documents or other instruments as Purchaser deems may be necessary to assign and transfer the Assumed Agreements to the Purchaser. The assumption and assignment of the Assumed Agreements will not be effectuated if the Closing does not occur and the Purchase Agreement is terminated. Indemnity National Insurance Co. and First Surety Corp. or their respective affiliates have issued commercial surety bonds on behalf of the Seller and its affiliates and certain non-Debtors. These Existing Surety Bonds were issued pursuant to certain existing indemnity agreements and/or related agreements by and between the Sureties, on the one hand, and the Seller and its affiliates and certain non-Debtors (as applicable) on the other hand. To the extent the Purchaser begins active coal mining and removal operations with respect to the Purchased Assets prior to the Replacement Effective Date, the Purchaser shall, prior to commencing such active coal mining and removal operations, consult in good faith with the relevant Sureties, the relevant regulatory authorities, and the Debtors (including the Seller) with respect to entering into an interim indemnity agreement, subject to regulatory authority approval, that would allow the Purchaser to temporarily operate the Purchased Assets under the Seller's existing mining permits, Existing Indemnity Agreements and Existing Surety Bonds. Notwithstanding Bankruptcy Rules 6004, 6006, and 7062 and any other applicable Bankruptcy Rules or applicable Local Rules to the contrary, the Order will be effective immediately upon entry and will not be subject to any stay in the implementation, enforcement, or realization of the relief granted therein. To the extent the Purchaser and Debtors consummate a sale of the Western Purchased Assets (as defined in the Term Sheet) as contemplated in the Term Sheet, the remaining $3.05 million portion of the Purchase Deposit (and applicable accrued interest) will be credited in consideration of such purchase. If the Purchaser and Debtors fail to consummate a sale of the Western Purchased Assets as contemplated in the Term Sheet, then the Purchaser will have a Superpriority Purchase Deposit Claim, as defined in and pursuant to the Bidding Procedures Order, for such remaining $3.05 million portion of the Purchase Deposit (and applicable accrued interest), subject to all applicable provisos set forth in the Bidding Procedures Order, including, for the avoidance of doubt, that the rights of each of the Committee and the Purchaser to argue that the lien should or should not attach to avoidance actions and the proceeds thereof is expressly reserved. A copy of the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Blackjewel_LLC_964_Order.pdf About Blackjewel L.L.C. Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel estimated $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. The Committee's proposed counsel: Brandy M. Rapp, Esq. WHITEFORD TAYLOR & PRESTON LLP 10 S. Jefferson Street, Suite 1110 Roanoke, Virginia 24011 Tel: (540) 759-3577 Fax: (540) 759-3567 E-mail: brapp@wtplaw.com - and - Michael J. Roeschenthaler, Esq. Daniel J. Schimizzi, Esq. 200 First Avenue, Third Floor Pittsburgh, PA 15222 Tel: (412) 618-5601 E-mail: mroeschenthaler@wtplaw.com dschimizzi@wtplaw.com About Blackjewel L.L.C. Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel estimated $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. BLUEBIRD SAND: Oct. 7 Auction Set; Bearkatz $4.8M to Open Auction ----------------------------------------------------------------- Judge Phyllis M. Jones of the U.S. Bankruptcy Court for the Eastern District of Arkansas authorized the bidding procedures of Bluebird Sand, LLC and TS Sand Management, LLC in connection with the sale of all of the property, including, without limitation, the Bluebird Real Estate, all personal property and all machinery, fixtures, equipment, inventory, tools, supplies, customer lists, intellectual property rights, trademark and brand names, formulas, telephone and fax numbers, website and email addresses, licenses, leases, contracts, books and records, general intangibles, and goodwill to Bearkatz Sand of Arkansas, LLC for $4.8 million, subject to overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept 3, 2019 at 5:00 p.m. (CT) b. Initial Overbid: $4,925,000 c. Deposit: 10% of the proposed purchase price d. Auction: Oct. 7, 2019 at 10:00 a.m. (CT) e. Bid Increments: $25,000 f. Closing: Oct. 14, 2019 g. Breakup Fee: 2% of the Proposed Purchase Price The time, date and place of the hearing on the Amended Motion to Sell and to Assume and Assign the Lease will be set by subsequent notice. About Bluebird Sand and TS Sand Management Bluebird Sand, LLC is a privately-held company in Stella, Missouri, engaged in nonmetallic mineral mining and quarrying. Its affiliate TS Sand Management, LLC provides support activities for the mining industry. Bluebird Sand and TS Sand Management sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case Nos. 18-16675 and 18-16676) on Dec. 11, 2018. At the time of the filing, each Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtors tapped Bond Law Office as their legal counsel. BURGER BOSSCO: S&P Cuts ICR to 'SD' on Interest Payment Conversion ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Florida-based quick-service restaurant operator and franchisor Burger BossCo Intermediate Inc. to 'SD' from 'CCC+'. S&P's 'CCC+' issue-level and '3' recovery rating on the first-lien term loan are unaffected. The downgrade follows Burger BossCo's conversion of cash interest to payment-in-kind (PIK) interest on the second-lien term. Because the timing of the interest payment is delayed, S&P believes investors are receiving less than the original promise of the security. As a result, S&P views the modification as distressed and a selective default. CEED PROPERTIES: Case Summary & 3 Unsecured Creditors ----------------------------------------------------- Debtor: CEED Properties LLC 3429 Covington HWY, Suite C Decatur, GA 30032 Business Description: CEED Properties, a Georgia limited liability company, classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 3, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 19-63948 Debtor's Counsel: David A. Geiger, Esq. GEIGER LAW, LLC 1275 Peachtree Street, NE Suite 525 Atlanta, GA 30309 Tel: 404-815-0040 Fax: 404-549-4312 E-mail: david@geigerlawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Harold C. Johnson, Jr., manager. 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/ganb19-63948.pdf CELESTIAL CHURCH: Seeks Authority to Pay Church Renovation Costs ---------------------------------------------------------------- Celestial Church of Christ Washington "Luli Parish" asks the U.S. Bankruptcy Court for the District of Maryland to authorize use of cash collateral to pay certain expenses connected to the renovation of its church building. The Debtor says certain parties-in-interest may have a claim on its cash collateral, including: (a) Harvey W. Hottel, Inc. -- The Debtor owes Harvey W. Hottel $85,400, plus interest. The Debtor proposes to pay Harvey W. Hottel $3,000 as adequate protection, pursuant to a consent agreement. The adequate protection payments will continue until the confirmation of a Chapter 11 plan. (b) Capital One Bank -- holds a mortgage on the Debtor's church property for a certain loan. The Debtor is sending postpetition payments to apply to the debt. (c) Ellsworth Electric -- the Debtor owes approximately $40,806 for a contract on electrical repairs related to the church renovation. The Debtor and Ellsworth are negotiating when to resume work. (d) Quality Door and Hardware -- pursuant to the terms of the contract, the Debtor promised to pay Quality Door and Hardware $2,270 plus interest. (e) A&E Fire -- the Debtor promised to pay A&E Fire $24,564 plus interest, pursuant to the terms of a contract. (f) Carpet Village -- the Debtor promised to pay Carpet Village the arrears on the contract at $1,999.01 plus interest. The Debtor believes that the protections outlined are fair and reasonable under the circumstances and will be sufficient to protect the interest of Capital One Bank, Ellsworth Electric and other creditors. The Debtor is taking immediate steps to refinance the church property in a manner calculated to maximize the value of the collateral. The Debtor seeks for an expedited hearing on its request and for a final hearing at the earliest possible date. About Celestial Church of Christ Celestial Church of Christ "Luli Parish", based in Capital Heights, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-13690) on March 20, 2019. The Hon. Lori S. Simpson oversees the case. In the petition signed by Rev. Charles Agbaza, JP, pastor, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Charles M. Maynard, Esq., at the Law Offices of Charles M. Maynard, L.L.C., serves as bankruptcy counsel to the Debtor. CONCORD AUTO: Seeks to Hire Forbes Law as Legal Counsel ------------------------------------------------------- Concord Auto Repair Service, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Forbes Law LLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its rights, powers and duties under the Bankruptcy Code and the preparation of a bankruptcy plan. Glenn Forbes, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $350. Paralegals charge $150 per hour. Forbes Law received payment of $7,290, plus $1,717 for court costs prior to the Debtor's bankruptcy filing. The firm neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Glenn E. Forbes, Esq. Forbes Law LLC 166 Main Street Painesville, OH 44077-3403 Tel: (440) 357-6211 ext. 128 Fax: (440) 357-1634 eFax: 1-888-807-6985 Email: gforbes@geflaw.net bankruptcy@geflaw.net About Concord Auto Repair Service Concord Auto Repair Service, Inc., offers tire sales, auto service, maintenance and repairs, mufflers, alignments, and computer diagnostics services. Concord Auto Repair Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-15456) on Aug. 30, 2019. At the time of the filing, the Debtor disclosed $4,578 in assets and $2,093,507 in liabilities. Forbes Law LLC is the Debtor's counsel. CONDUENT INC: S&P Lowers ICR to 'BB'; Ratings on Watch Negative --------------------------------------------------------------- S&P Global Ratings downgraded all its ratings on Florham Park, N.J.-based business process outsourcer (BPO) Conduent Inc. by one notch, including its issuer rating to 'BB' from 'BB+', and placing all of its ratings on CreditWatch with negative implications. The CreditWatch placement follows Conduent's announcement that it plans to conduct a strategic and operational portfolio review and evaluate the possibility of divesting some or all of its key business lines. This strategic and operational review does not have a set timetable and the company may choose to take no action upon its completion, according to S&P. However, given the historical interest and significant influence of well-known activist shareholder Carl Icahn and the recent appointment of the new CEO Cliff Skelton, S&P believes there is a high likelihood Conduent will implement a material transformation program and make changes to its existing financial policy. To reduce the impact of the uncertain outcome of this review on its business performance, S&P expects the company to release additional information regarding its strategic plan over the next three to four months. S&P will resolve the CreditWatch negative placement following the completion of Conduent's strategic and operational portfolio review after the rating agency has assessed the impact of any divestitures, restructurings, or other strategic initiatives on the company's business and capital structure. "We could lower our ratings if the company undertakes a divestiture that substantially changes its size, scale, customer and geographic diversity, and product focus. If Conduent undertakes a large divestiture without repaying a commensurate amount of debt, we will likely downgrade the company by more than one notch," S&P said. "Alternatively, we may affirm our ratings on Conduent if it materially improves its operating performance and cash flow generation, remediates its operating issues, maintains good business scale and diversity, and demonstrates a prudent financial policy," the rating agency said. CONSOLIDATED LAND: Hires Wright & Casey as Special Counsel ---------------------------------------------------------- Consolidated Land Holdings, LLC, and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Middle District of Florida (Orlando) to hire Wright & Casey, P.A. as its special counsel. Wright & Casey will assist with corporate and claims matters related to the Debtors' Chapter 11 cases. Wright & Casey will charge its standard hourly rates which range from $350 per hour for attorney services and $130 per hour for paralegals. The firm has received a retainer of $25,000. Erin Wollet, Esq., a partner at Wright & Casey, attests that her firm is disinterested as required by Section 327(a) and Bankruptcy Rule 2014. The firm can be reached through: Erin E. Wollet, Esq. Wright & Casey, P.A. 340 North Causeway New Smyrna Beach, FL 32169 Tel : (386) 428-3311 Fax : (386) 427-9516 About Consolidated Land Holdings Consolidated Land Holdings and its subsidiaries are privately held companies engaged in activities related to real estate. Consolidated Land Holdings, LLC, and twenty-one affiliates concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-04760) on July 22, 2019. The petitions were signed by Joseph G. Gillespie III, manager. At the time of filing, the Debtors estimated $50 million to $100 million in both assets and liabilities. The Debtors are represented by R Scott Shuker, Esq. at Latham, Shuker, Eden & Beaudine, LLP. CORFISH CREATIVE: $520K Sale of Assets to PSCI Approved ------------------------------------------------------- Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the District of New Jersey authorized CorFish Creative, LLC's sale of assets, including its furniture, fixtures and equipment, inventory, and good will associated with its operation of the Pop Shop restaurant in Collingswood, New Jersey, to PSCI, LLC for $520,000, subject to adjustments as specified in the Contract. The sale is free and clear of all liens and encumbrances whatsoever, with said liens and encumbrances to attach to the proceeds of sale. At closing, the Debtor is authorized to pay from the proceeds of sale sums sufficient to satisfy the secured claims of Fulton Bank of New Jersey and Cooperative Business Assistance Corp., with the balance of the proceeds to be held by the Debtor pending further Order of the Court. About Corfish Creative Corfish Creative, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-16756) on April 3, 2019. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor hired Deiches & Ferschmann as its legal counsel. COTTAGE CAR: Unsecured Creditors to Get 100% Over 36 Months ----------------------------------------------------------- Cottage Car Wash, LLC, filed a Chapter 11 plan and accompanying disclosure statement. Class 5 - Allowed General Unsecured Claims are impaired. Each holder of an Allowed Class 5 claim shall be paid deferred cash payments equal to 100% of such Allowed Claims payable over 36 months from the Effective Date. Such deferred payments shall be made in equal quarterly installments and made without interest. Class 1 - consists of the Allowed Secured Claim of Radius are impaired. The Radius Claim is evidenced by the following three promissory notes, namely, $900,000.00 Commercial Term Note, $540 000.00 Interim Note, $40,000.00 Revolving Note. Class 4 - Allowed Claim of Granite State Economic Development Corporation are impaired. Payments on the Modified Granite State Promissory Note shall be made in monthly installments of interest only calculated as a fixed annual interest rate of 5% for the first 24 months, and then amortized over 20 years for the final 36 months, calculated at a fixed annual rate of 5%. The Plan is based on the Budget that has been developed by the Debtor. The assumptions in the Budget are reasonably conservative and based upon the Debtor's revenues and historical expenses. In the Debtor's projections, the Debtor includes only a modest three percent annual increase in revenues, even though the Debtor's believes it likely that its revenues may increase by more than that over the period. A full-text copy of the Disclosure Statement dated August 29, 2019, is available at https://tinyurl.com/y56y92dy from PacerMonitor.com at no charge. Attorney for Debtor: David B. Madoff, Esq. James C. Gross, Esq. MADOFF & KHOURY LLP 124 Washington Street, Suite 202 Foxboro, MA 02035 (508) 543-0040 About Cottage Car Wash Based in Norfolk, Massachusetts, Cottage Car Wash, LLC, filed a voluntary Chapter 11 Petition (Bankr. D. Mass. Case No. 19-11013) on March 28, 2019. The case is assigned to Hon. Melvin S. Hoffman. The Debtor's counsel is David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, in Foxborough, Massachusetts. At the time of filing, the Debtor had total assets of $2,200,000 and total liabilities of $1,674,366. The petition was signed by Michael Brabants, manager. DAMODAR LLC: $9.7M sale of Assets to GPI Approved ------------------------------------------------- Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Southern District of Texas authorized Damodar, LLC's sale assets, consisting of land, improvements, intangibles, and personal property, all as more fully described and defined in the Purchase and Sale Agreement, to GPI Investment, LLC for $9.7 million. The sale is free and clear of all liens, claims and other interests. All valid liens and other interests which may be attributable to the assets to be sold pursuant to the PSA and this Order will attach only to the proceeds of such sale, and that all such valid liens will be paid at Closing (as defined in the PSA). The terms of the PSA permitting the Debtor to close the sale contemplated therein is approved. The Staybridge Suites® Hotel New Development License Agreement dated Feb. 27, 2015, between HHF as licensor and the Debtor as licensee, which permits Debtor to operate a Staybridge Suites® Hotel will be rejected and terminated as of 12:01 a.m. (CT) on Sept. 17, 2019. HHF is authorized to immediately cease taking new reservations through its reservation system for any stays at the Hotel after Sept. 15, 2019. HHF is authorized to immediately contact guests that have already reserved rooms at the Hotel for stays starting or extending beyond regular check out time on Sept. 16, 2019, in order to relocate those guests to another IHG flagged property. The Debtor will take all action necessary to facilitate guest relocation including refund and/or transfer of any prepaid reservations. The Debtor will take all action necessary to ensure that all guests have checked out and/or have been relocated to another IHG flagged property by no later than close of business on Sept. 16, 2019. The Debtor, on the one hand, and GPI, on the other hand, will be required to comply with the de-identification provisions of the License Agreement. The Debtor will cover all of the Hotel's interior and exterior signage bearing any trademarks of HHF by no earlier than (x) the later of 11:01 a.m. or such time as all guests have checked out on Sept. 16, 2019 and (y) no later than close of business on Sept. 17, 2019. GPI will remove or replace all of the Hotel's exterior signage bearing any trademarks of HHF and will remove, replace or permanently cover all of the Hotel's interior signage bearing any trademarks of HHF by no later than 45 days after the Closing Date as described in the PSA and any amendments or addendums thereto, provided further, however, that nothing in the Order will be read to modify the obligations of the Debtor, on the one hand, or HHF’s rights on the other hand, with regard to the de-identification requirements in the License Agreement. All delinquent 2018 ad valorem property taxes relating to that certain tract or parcel of land located at 9901 United Drive, Houston, TX 77036 will be paid by the title company to the appropriate taxing authority directly at closing of the sale of the Property and that any estimated prorated 2019 ad valorem property taxes payable by the Debtor as further described in the PSA will be applied as a buyer's credit in favor of GPI to the purchase price of the Property at closing. The 2019 ad valorem tax liens will be retained against the Property until said taxes, including any penalties and interest that may accrue, are paid in full. The 14-day stay requirements of Bankruptcy Rule 6004(h) are waived. All executory contracts of the Debtor other than the License Agreement as listed in the Debtor's schedules and statement of financial affairs on file with the Court, are rejected pursuant to 11 U.S.C. Section 365(a), effective as of the Closing Date as described in the PSA and any amendments or addendums thereto and the transactions contemplated herein (which Closing Date will not occur earlier than 12:01 a.m. (CT) on Sept. 17, 2019). All claims based upon the rejection of any contract pursuant to the Order will be filed by no later than Oct. 17, 2019. About Damodar LLC Damodar, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-30683) on Feb. 4, 2019. In the petition signed by Dharmendra "Danny" Patel, member, the Debtor estimated $10 million to $50 million in assets and the same range of liabilities. The case is assigned to Judge Jeffrey P. Norman. The Debtor is represented by Simon Richard Mayer, Esq., at Hughes Watters & Askanase. DEKALB-JACKSON WATER: S&P Cuts Long-Term Revenue Debt Rating to 'B' ------------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on DeKalb-Jackson Water Supply District Inc. (DKJWD), Ala.'s utility revenue debt eight notches to 'B' from 'A-' and its long-term rating on DeKalb-Jackson Cooperative District's (DKJCD) series 2016 revenue bonds to 'B-' from 'BBB+'. At the same time, S&P removed the ratings from CreditWatch with negative implications, where they had been placed on June 3, 2019. The cooperative district was established to allow the water supply district to financially support a start-up gas utility, the Upper Sand Mountain Gas District (USMGD). As of the end of fiscal 2019, the cooperative district had $35.5 million in long-term debt outstanding ($15.4 million in water district debt and $19.9 million in gas district debt). The outlook is negative. "The rating reflects the application of our "U.S. Public Finance Waterworks, Sanitary Sewer, And Drainage Utility Systems: Rating Methodology And Assumptions" criteria," said S&P Global Ratings credit analyst Erin Boeke Burke. The criteria were published Jan. 19, 2016, on RatingsDirect. "The downgrade reflects our view of DKJCD's deteriorating financial position since fiscal 2017 as a result of construction delays for a start-up gas system that has materially weakened the financial position of the combined utility," said Ms. Boeke Burke. As a result of management's opposition to raising water rates and serious affordability challenges to the amount of rate increase S&P believes will be necessary to restore financial sufficiency, the rating agency has perceived a change in the district's willingness or capacity to honor all long-term, legally binding financial obligations in full and on a timely basis. Per paragraph 39 of S&P's Waterworks criteria, the rating is capped at 'B'. "The negative outlook reflects our view that the sizable operating deficits at USMGD will take years to reverse, and will continue to sap liquidity from the water supply district until substantial revenue increases materialize," added Ms. Boeke Burke. Although officials have taken steps to boost the gas system customer base and are considering rate increases for both gas and water, S&P believes the size of increases contemplated do not yet adequately address the increases in DKJCD debt service. DELVIN DRINKALL: Sale of Equipment & Mower Real Property Approved ----------------------------------------------------------------- Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota authorized Delvin Drinkall's sale of the estate's interest in the real estate, being part of the East Half of the Southwest Quarter of Section 12, Township 102 North, Range 14 West, Mower County, Minnesota to Ram Finishing, LLC for $350,000. The Debtor is also authorized to enter into and proceed to consummate the sale of the following Equipment, and to enter into and deliver such bill of sale or other document of conveyance necessary to sell, convey and transfer the right, title and interest of the Debtor in and to the Equipment: a 7750 John Deere SPFH chopper, along with a 630B hay head; a John Deere 8 row chopper head; a Krane 8 row chopper head; a Earlege adaptor plate; a New Holland 460 round baler; a New Holland BB960 square baler; a Brent auger cart on tracks' a 40,000 Freight Liner classic silage truck; three older silage trucks' a Supreme Vertical mixer; a Gehlmixer, and Woods Batwing mower. In addition, the Court authorized the Debtor's private sale by Leid View Tractors of a John Deere 612 chopper head and a John Deere 210 excavator. The sale would be conducted by AuctionTime through the dealership, Leid View Tractors. In the event of the sale of a Brent 1084 Grain Cart, a Krause 6400 Soil Conditioner/Finisher and a Nuhn 8' x 8'' Pit Pump Agitation Pump notice will be given to Farm Credit Services of America, PCA ("FCSA") in advance of the sale, and the sale is subject to the written approval of FCSA and the proceeds from the sale of those three items are to be paid to FCSA to pay the outstanding balances owed on the Retail Installment Contracts and Security Agreements between Debtor and FCSA. No property may be sold subject to a lien of any party, other than Cresco Union Savings Bank and Farm Credit Services of America, PCA. The proceeds of the sale of the real estate and the proceeds of the sale of the equipment be distributed to Cresco Union Savings Bank, the secured creditor of said equipment with Debtor, except for the payment to FCSA as set forth. The Order is without prejudice to any party not properly served or provided notice to argue the sale was not authorized. The Debtor's counsel is required to serve the Order on parties who were required to be served with the motion by Local Rule 9013-3(a)(2). The Debtor's counsel must file a certificate of service concerning service of the Order by Aug. 30, 2019. Delvin Drinkall sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-31858) on June 6, 2019. The Debtor tapped Paul V. Sween, Esq., at Adams Rizzi Sween PA as counsel. DPW HOLDINGS: Cavalry Stock Ownership Falls Below 5% as of Aug. 22 ------------------------------------------------------------------ Cavalry Fund I LP, Cavalry Fund I Management LLC, the general partner of Cavalry Fund I LP, and Thomas Walsh, the manager of Cavalry Fund I Management LLC, reported in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Aug. 20, 2019, they beneficially own 117,275 shares of common stock of DPW Holdings, Inc., which constitutes 9.8 percent based on 1,196,074 shares of common stock outstanding as of Aug. 20, 2019. Cavalry Fund I Management LLC, as the general partner of Cavalry Fund I LP, and Mr. Walsh, as the manager of Cavalry Fund I Management LLC, may be deemed to beneficially own 117,275 shares of Common Stock. Mr. Walsh disclaims beneficial ownership of these securities for all other purposes. This number does not include the shares of Common Stock issuable, upon the Issuer's option, pursuant to the true-up provisions of the Exchange Agreement between the Reporting Person and the Issuer, dated Jan. 23, 2019, subject to a 9.99% blocker. The ownership amounts and outstanding shares reflect the 1-for-40 reverse stock split effectuated in August 2019. Subsequent to the acquisition of the shares reported, the Reporting Persons sold a significant number of shares. Consequently, the Reporting Persons' ownership fell below 5% as of Aug. 22, 2019. A full-text copy of the regulatory filing is available for free at: https://is.gd/fbkzMT About DPW Holdings DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings' headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings incurred a net loss of $32.98 million in 2018, following a net loss of $10.89 million in 2017. As of June 30, 2019, the Company had $52.42 million in total assets, $30.57 million in total liabilities, and $21.84 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. EMERGE ENERGY: Unsecureds to Recoup 0.4-0.8% Under Amended Plan --------------------------------------------------------------- Emerge Energy Services LP, filed an Chapter 11 plan and accompanying disclosure statement proposing that, on the effective date, Reorganized Emerge LP will issue 100% of the Perpetual Preferred Interests to the Holders of Allowed Prepetition Note Claims and Reorganized Emerge LP will issue the New Limited Partnership Interests as follows: (a), if Class 6 (General Unsecured Claims) votes to reject the Plan, then 100% to Holders of Allowed Prepetition Notes Claims, prior to dilution by the Management Incentive Plan Equity; (b) if Class 6 votes to accept the Plan, then 95% to Holders of Allowed Prepetition Notes Claims and 5% to Holders of Allowed General Unsecured Claims, in each case prior to dilution by the Management Incentive Plan Equity and any issuances pursuant to the New Warrants. If Class 6 General Unsecured Claims, which are impaired, votes to accept the Plan, each Holder will receive, in full satisfaction, settlement, discharge and release of, and in exchange for, such Allowed Class 6 Claim, its Pro Rata share of (1) 5% of the New Limited Partnership Interests issued and outstanding on the Effective Date prior to dilution by the New Management Incentive Plan Equity and any issuances pursuant to the New Warrants and (2) New Warrants representing 10.0% of the New Limited Partnership Interests issued and outstanding on the Effective Date prior to dilution by the New Management Incentive Plan Equity. If Class 6 votes to reject the Plan, the Class 6 Claims will be discharged without further notice to, approval of or action by any Person or Entity, and each Holder of a Class 6 Claim shall not receive any distribution or retain any property on account of such Class 6 Claim. The expected amount of general unsecured claims is $573,909,000, and the Plan proposes 0.4-0.8% recovery to holders of Class 6 claims. Class 8 Old Emerge GP Equity Interests are impaired. On the Effective Date, the Old Emerge GP Equity Interests will be cancelled without further notice to, approval of or action by any Person or Entity, and each Holder of an Old Emerge GP Equity Interest shall not receive any distribution or retain any property on account of such Old Emerge GP Equity Interests and Emerge GP will cease to be general partner of the Reorganized Emerge LP and will be replaced by the New General Partner. Class 9 Old Emerge LP Equity Interests are impaired. If Class 6 votes to accept the Plan, each Holder of an Allowed Class 9 Equity Interest shall receive, in full satisfaction, settlement, discharge and release of, and in exchange for, such Allowed Class 9 Equity Interest, its Pro Rata share of New Warrants representing 5.0% of the New Limited Partnership Interests issued and outstanding on the Effective Date prior to dilution by the New Management Incentive Plan Equity. If Class 6 votes to reject the Plan, on the Effective Date, the Old Emerge LP Equity Interests will be cancelled without further notice to, approval of or action by any Person or Entity, and each Holder of an Old Emerge LP Equity Interest shall not receive any distribution or retain any property on account of such Old Emerge LP Equity Interests. All Cash necessary for the Debtors or the Reorganized Debtors, as applicable, to make payments required pursuant to the Plan will be obtained from their respective Cash balances, including Cash from operations, the Wind-Down Reserve established pursuant to the Plan and solely in connection with Emerge GP’s dissolution, and the Exit Facility Credit Agreement. SEC Objects The United States Securities and Exchange Commission objects to the approval of the Disclosure Statement and confirmation of the Plan because it would release the liability of, and permanently enjoin actions against, non-debtor third parties in contravention of Sections 524(e) and 1123(a)(4) of 11 U.S.C. Sections 101, et seq. While these releases may be allowed if parties expressly consent to them in exchange for consideration from each released party and the releases do not result in disparate treatment among similarly situated class members, those circumstances are not present here, the SEC pointed out. Nor are there exceptional circumstances that would support non-consensual releases, the SEC said. The Commission has similar concerns regarding an exculpation clause in the Plan that provides that the exculpated parties shall have no liability for any acts or omissions taken in connection with the restructuring, including certain prepetition conduct, but excluding actual fraud, gross negligence, or willful misconduct. For these reasons, the Commission asks that the Release and exculpation provisions be deleted from the Plan, or the Plan should be amended to provide: (i) that class 9 Old Emerge LP Equity Interests be carved out of the Release, or be required to opt in to the release rather than having to affirmatively opt out of the Release; (ii) that the exculpation clause will be narrowly tailored to cover only estate fiduciaries and exclude prepetition conduct; and (iii) that the government is carved out of the Release. A full-text copy of the Amended Disclosure Statement dated August 29, 2019, is available at https://tinyurl.com/y5mlrcwe from PacerMonitor.com at no charge. A blacklined version of the Amended Disclosure Statement dated August 29, 2019, is available at https://tinyurl.com/y3ghfwuk from PacerMonitor.com at no charge. A blacklined version of the Amended Plan dated August 29, 2019, is available at https://tinyurl.com/y54cn44h from PacerMonitor.com at no charge. Counsel for the Debtors: John H. Knight, Esq. Paul N. Heath, Esq. Zachary I. Shapiro, Esq. Brett M. Haywood, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 -- and -- George A. Davis, Esq. Keith A. Simon, Esq. Hugh K. Murtagh, Esq. Liza L. Burton, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751–4864 About Emerge Energy Services Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged in the mining, processing and distributing silica sand, a key input for the hydraulic fracturing of oil and gas wells. The Debtors conduct their mining and processing operations from facilities located in Wisconsin and Texas. In addition to mining and processing silica sand primarily for use in the oil and gas industry, the Debtors also, to a lesser degree, sell their sand for use in building products and foundry operations. Emerge Energy was formed in 2012 by management and affiliates of Insight Equity Management Company LLC and its affiliated investment funds. Emerge Energy Services and its affiliates protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563) on July 15, 2019. As of Sept. 30, 2018, the Debtors had total assets of $329,385,000 and total liabilities of $266,077,000. The Debtors tapped Richards, Layton & Finger, P.A. and Latham & Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also hired Ankura Consulting Group LLC to provide interim management services. FIRESTAR DIAMOND: Chapter 11 Trustee Files Plan of Liquidation -------------------------------------------------------------- Richard Levin, the chapter 11 trustee of Firestar Diamond, Inc., Fantasy, Inc., and Old AJ, Inc. (f/k/a A. Jaffe, Inc.), filed a Joint Plan of Liquidation and accompanying disclosure statement. The hearing on the Chapter 11 trustee's motion to approve the Disclosure Statement will be held on Sept. 26, 2019 at 02:00 PM. Class 5 Allowed General Unsecured Claims are impaired. Each Holder of an Allowed Class 5 Claim shall be entitled to receive, in full and final satisfaction of such Claim, a Pro Rata share of one or more Distributions of Available Cash from the Liquidating Trust. Class 6 Subordinated Claims are impaired. Holders of Class 6 Claims shall not receive or retain any Distribution or Claims under the Plan. Class 7 Interests are impaired. Holders of Interests shall not receive or retain any Distribution or Claims under the Plan. Upon the Effective Date, such Interests shall be cancelled. The source of all Distributions and payments under the Plan and the Liquidating Trust Agreement shall be Available Cash. A full-text copy of the Disclosure Statement dated August 29, 2019, is available at https://tinyurl.com/y2utowb5 from PacerMonitor.com at no charge. Counsel for the Chapter 11 Trustee: Marc Hankin, Esq. Carl Wedoff, Esq. JENNER & BLOCK LLP 919 Third Avenue New York, New York 10022 (212) 891-1600 -- and -- Angela Allen, Esq. JENNER & BLOCK LLP 353 North Clark Street Chicago, Illinois 60654 (312) 222-9350 About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures, and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India. The Company employs over 1200 people. Firestar Diamond has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufacturers wedding rings and wedding bands. Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50 million to $100 million as of the bankruptcy filing. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach Siegel, LLP as special counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Richard Levin, Esq., was appointed as Chapter 11 Trustee of Firestar Diamond, Inc. He tapped Jenner & Block, LLP, as his attorneys; Alvarez & Marsal Disputes and Investigations, LLC, as financial advisors; and Gem Certification & Assurance Lab, Inc., as appraisers. John J. Carney, Esq., was appointed as examiner in the Debtors' cases. FULL X TECH: U.S. Trustee Forms 3-Member Committee -------------------------------------------------- The U.S. Trustee for Region 21 on Aug. 30 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Full X Tech Corp. The committee members are: (1) Maria Lorena Boria The Wise Computer (TWC) 3515 NW 114th Avenue Doral, FL 33178 Lorena.b@wisecomputer.com Phone: 305-594-5725 Fax: 305-592-0737 (2) Ruth Ayerbe, Controller Micro Informatica LLC 2020 N. W. 114th Avenue Miami, FL 33172 Ruth.ayerbe@mfcmiami.com Phon: 305-418-3220 Fax: 305-418-2126 (3) Mariana Pitroski, President Quadratica LLC 2628 N. W. 97th Avenue Doral, FL 33175 mariana@quadratica.net 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 Full X Tech Corp. Full X Tech, Corp. is a privately owned company in Miami, that wholesales computers, computer equipment, cellphones, telephones, network devices and printers. Full X Tech sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-19461) on July 17, 2019. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 millione and liabilities of between $1 million and $10 million. The case has been assigned to Judge Robert A. Mark. The Debtor is represented by Sagre Law Firm, P.A. GLENVIEW HEALTH CARE: U.S. Trustee Forms 2-Member Committee ----------------------------------------------------------- The U.S. Trustee for Region 8 on Aug. 30 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Glenview Health Care Facility Inc. The committee members are: (1) CC Williams Williams Bros. Health Care Pharmacy 10 Williams Bros. Drive Washington, IN 47501 Tel: (812) 642-1002 Email: ccw@wbhcp.com (2) Marjorie Daniels (Acting Chairperson) RehabCare Group East. LLC 7733 Forsyth Blvd., Suite 1700 St. Louis MO 63105 Tel: (314) 659-2106 Email: Marjorie.daniels@rehabcare.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Glenview Health Care Glenview Health Care Facility, Inc., owns and operates a small health care facility with 60 beds that provides nursing home services. Glenview Health Care Facility sought relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10795) in Bowling Green, Kentucky on Aug. 1, 2019. As of the petition date, the Debtor's assets are between $1 million and $10 million; and its liabilities are estimated within the same range. Judge Joan A. Lloyd oversees the Debtor's case. Mark H. Flener, Esq., is the Debtor's counsel. GRANITE HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned ratings for Granite Holdings US Acquisition Co., including a B2 Corporate Family Rating and a B2-PD Probability of Default Rating, and B1 ratings for the company's proposed senior secured credit facilities ($925 million term loan due 2026, $150 million revolver due 2024, and $275 million letter of credit facility due 2024). The ratings outlook is stable. Proceeds from the rated term loan, along with unsecured debt and new equity contributions, will fund the acquisition of Howden -- currently Colfax Corporation's Air & Gas Handling business -- by affiliates of KPS Capital Partners for approximately $1.7 billion. "Howden will be challenged by high debt levels as it is separated from Colfax," says David Berge, Moody's Senior Vice President and lead analyst for Howden. "For this reason, it is critical that the company successfully execute the transition to a stand-alone corporate entity while maintaining margins and cash flows, as it endeavors to grow and diversify its revenue base," added Berge. The following is a summary of Moody's rating actions: Assignments: Issuer: Granite Holdings US Acquisition Co. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Gtd Senior 1st lien Secured Term Loan B, Assigned B1 (LGD3) Gtd Senior 1st lien Secured Revolving Credit Facility, Assigned B1 (LGD3) Gtd Senior 1st lien Secured Letter of Credit Facility, Assigned B1 (LGD3) Outlook Actions: Issuer: Granite Holdings US Acquisition Co. Outlook, Assigned Stable RATINGS RATIONALE Howden's ratings broadly reflect an elevated leverage profile that will ensue from the debt raised to finance its acquisition by KPS, with pro forma Moody's-adjusted debt-to-EBITDA approximating 6x at transaction closing. As well, the ratings take into account significant risk associated with seamlessly executing the carve-out of a business long held by its current parent (Colfax), along with uncertainty related to potential acquisitions and more aggressive financial policies as the company strives for growth under the governance of new private equity ownership. The ratings also positively consider the company's modest but still respectable scale at approximately $1.5 billion of revenue, along with Moody's expectation of good liquidity characterized by solid and stable free cash flow generation on relatively strong operating margins. Moreover, the ratings incorporate the company's long established position as a leading manufacturer of important gas handling equipment -- including fans, compressors, blowers and heat exchangers -- servicing a diverse and increasingly industrial base of customers globally. Although customers in industries such as the energy, mining, and power generation sectors face ongoing environmental and social (i.e. workplace safety) challenges, Moody's believes that demand for Howden's products will continue to benefit from the important role that they play in addressing more onerous requirements in these areas. The first lien credit facilities are rated B1, one notch above the CFR, reflecting the benefits of their underlying collateral pledge and a sizeable amount of junior-ranking claims in Howden's pro forma capital structure, including the unrated unsecured debt. The stable ratings outlook reflects Moody's expectation that Howden will sustain modest revenue growth and maintain EBITA margins in the low-teens percentage range through 2020, with no material disruption in operations from the spin-off. Debt-to-EBITDA is likely to remain in the mid- to high-5x range through 2020, with excess cash flows augmenting incremental debt issuance as a means to fund inorganic growth in the form of modestly-sized acquisitions that will not materially increase leverage. The ratings could be upgraded if Howden further diversifies its product and revenue base without materially increasing integration risk or leverage, while sustaining EBITA margins in the mid- to upper-teens, increasing free cash flows and reducing debt. Higher ratings could be considered if debt-to-EBITDA is expected to be sustained below 5.0x. The ratings could be downgraded if Howden encounters significant difficulties in its transition to stand-alone operations, resulting in weaker margins or cash flows. Ratings could also be lowered if the company undertakes more aggressive strategic or financial policies, which may include large leveraged acquisitions or sizeable distributions to owners before significant debt is repaid. Deterioration in credit metrics such as debt-to-EBITDA sustained above 6x or EBITA-to-interest below 1.5x could prompt a downgrade, as would EBITA margins falling into single digits or a weakening of liquidity provisions with free cash flow approaching breakeven levels. Granite Holdings US Acquisition Co. heavy duty centrifugal and axial fans, cooling fans, rotary heat exchangers (heat recovery), gas compressors and ventilation control systems to the power generation, oil & gas and petrochemical, mining, wastewater and general industrial industries. Headquartered in Renfrew, U.K.. the business generated $1.5 billion of revenue in the twelve month period ended March 31, 2019. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. GREEN FIELDS: Hires Bookkeeping by Karen Koone as Bookkeeper ------------------------------------------------------------ Green Fields School seeks authority from the U.S. Bankruptcy Court for the District of Arizona to hire Bookkeeping by Karen Koone LLC as bookkeeper. The professional services which Ms. Koone will provide are: (a) assist in the preparation of monthly operating reports; (b) perform basic payroll functions and issuing year-end W-2s or 1099s; and (c) provide such other bookkeeping services as may be required from time-to-time. Bookkeeper has agreed to provide services required by the Debtor at an hourly rate of $35.00. Karen Koone attests that her firm qualifies as a disinterested person under 11 U.S.C. Sec. 101(14). Ms. Koone can be reached at: Karen M. Koone Bookkeeping By Karen Koone, LLC 7887 N. Lacholla Blvd, #1143 Tucson, AZ 85741 Phone: 520-308-4090 About Green Fields School Green Fields School -- https://www.greenfields.org/ -- was an independent, non-profit, coeducational school in Tucson, Arizona, United States. It provided educational services for elementary, middle and high school students. The school was closed on July 9, 2019. Green Fields School sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-08642) on July 14, 2019. At the time of the filing, the Debtor disclosed $3,116,402 in assets and $2,267,418 in liabilities. The case is assigned to Judge Brenda Moody Whinery. DeConcini McDonald Yetwin & Lacy, P.C. is the Debtor's legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 9, 2019. The committee is represented by Rusing Lopez & Lizardi, P.L.L.C. GREEN FIELDS: Seeks to Hire Chapman Lindsey as Real Estate Broker ----------------------------------------------------------------- Green Fields School seeks authority from the U.S. Bankruptcy Court for the District of Arizona to hire a real estate broker. In an application filed in court, the Debtor proposes to employ James Marian and his firm Chapman Lindsey Commercial Real Estate Services LLC in connection with the sale of its property located at 6000 N. Camino De La Tierra, Tucson, Ariz. The services Mr. Marian will provide are: (a) formally list the property for sale; (b) advertise the auction set for Sept. 25, at 11:00 a.m.; (c) represent the Debtor as its agent with potential buyers excluding Accelerated Elementary and Secondary Schools, Basis Charter Schools, Flowing Wells School District, Fenster School, and Casas Christian; and (d) provide consulting services and sales assistance to the Debtor regarding the sale of the property. Chapman Lindsey will receive a commission of 5 percent of the purchase price. Mr. Marian has agreed to forgo his commission in the event the property is sold to Accelerated, Basis Charter Schools, Flowing Wells School District, Fenster School, or Casas Christian. In lieu of commission, the broker will file an application for payment of administrative expenses with the court for expenses and costs. Mr. Marian's rate is $150 per hour. Chapman Lindsey can be reached through: James B. Marian, CCIM Chapman Lindsey Commercial Real Estate Services LLC 7411 E Tanque Verde Road Tucson, AZ 85715 Email: info@chapmanlindsey.com Phone: (520) 747-4000 Fax: (520) 622-5085 About Green Fields School Green Fields School -- https://www.greenfields.org/ -- was an independent, non-profit, coeducational school in Tucson, Arizona, United States. It provided educational services for elementary, middle and high school students. The school was closed on July 9, 2019. Green Fields School sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-08642) on July 14, 2019. At the time of the filing, the Debtor disclosed $3,116,402 in assets and $2,267,418 in liabilities. The case is assigned to Judge Brenda Moody Whinery. DeConcini McDonald Yetwin & Lacy, P.C. is the Debtor's legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 9, 2019. The committee is represented by Rusing Lopez & Lizardi, P.L.L.C. GREG HOMESLEY: Seeks to Hire Mickler & Mickler as Legal Counsel --------------------------------------------------------------- Greg Homesley CPA, P.C., Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire the Law Offices of Mickler & Mickler as its legal counsel. The firm advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm's hourly rates range from $250 to $300. It received a retainer of $12,000, of which $10,283 was used to pay attorney's fees while $1,717 was used to pay the filing fee. Taylor King, Esq., the firm's attorney who will be handling the case, does not have interest adverse to the Debtor and its bankruptcy estate, according to court filings. Mickler & Mickler can be reached through: Taylor J. King, Esq. Law Offices of Mickler & Mickler 5452 Arlington Expressway Jacksonville, FL 32211 Tel: 904-725-0822 Fax: 904-725-0855 Email: tjking@planlaw.com About Greg Homesley CPA Greg Homesley, CPA, P.C. -- http://www.greghomesley.com/-- provides comprehensive tax, accounting and financial services for professionals, executives, small business owners and retirees. Greg Homesley sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03370) on Aug. 31, 2019. At the time of the filing, the Debtor disclosed $283,495 in assets and $1,081,430 in liabilities. Law Offices of Mickler & Mickler is the Debtor's counsel. GYPSUM RESOURCES: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------- The U.S. Trustee for Region 17 on Aug. 30 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Gypsum Resources Materials, LLC. The committee members are: (1) Gilbert Development Corporation Attn: Keith L. Gilbert P.O. Box 190 Toquerville, UT 84774 (2) Kenworth Sales Attn: Scott Michelsen 2125 S. Constitution Blvd. West Valley City, UT 84119 (3) Wyatt Best 610 Hampton Drive Lodi, CA 95242 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 Gypsum Resources Gypsum Resources is a privately held company in the gypsum mining business. Based in Las Vegas, Nevada, Gypsum Resources Materials, LLC and its affiliate Gypsum Resouces, LLC concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 19-14799) on July 26, 2019. The petitions were signed by James M. Rhodes, president of Truckee Springs Holdings, LLC, manager of Gypsum Resources, LLC. Gypsum Resources Materials estimated $10 million to $50 million in both assets and liabilities and Gypsum Resouces, LLC estimated $50 million to $100 million in both assets and liabilities. Brett A. Axelrod, Esq., at Fox Rothschild LLP, represents the Debtors as counsel. HHGREGG INC: Seeks to Hire Chipman Brown as Special Counsel ----------------------------------------------------------- hhgregg, Inc., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Chipman Brown Cicero & Cole, LLP as special counsel. Chipman Brown will serve as counsel to the Debtors to investigate and prosecute their counterclaim for breach of contract against Whirlpool Corporation. The firm's services will include all aspects of the litigation, including analysis, investigation, interviewing prospective witnesses and persons with knowledge of the facts, document review, legal research, discovery, motions, court proceedings, trial and appeal. Chipman Brown's fees are: a. The firm shall be entitled to a contingency fee consisting of (i) 20 percent of all cash and non-cash financial benefits or consideration received or recovered by the Debtors' estate up to $10 million dollars; (ii) 30 percent of all cash and non-cash financial benefits or consideration received or recovered by the Debtors' estate above $10 million dollars up to $20 million dollars; and (iii) 35 percent of all cash and non-cash financial benefits or consideration received or recovered by the Debtors' estate above $20 million dollars. b. Reimbursement of costs and expenses incurred in performance of legal services. William Chipman Jr., Esq., a partner at Chipman Brown, disclosed in court filings that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Chipman disclosed that Chipman Brown does not have standard customary billing arrangement for contingency cases as they vary from case to case; and that no professional at the firm has varied his rate based on the geographic location of the Debtor's bankruptcy case. Chipman Brown's compensation is a contingency-based fee, plus reimbursement of expenses, according to the attorney. Chipman Brown can be reached through: William E. Chipman, Jr., Esq. Chipman Brown Cicero & Cole, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Direct Dial: (302) 295-0193 Email: Chipman@ChipmanBrown.com About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc., is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via http://www.hhgregg.com/ hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc., as tax advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17-01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. The Committee retained Province Inc. as financial advisor. The Committee tapped Chipman Brown Cicero & Cole, LLP as its special counsel. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. Counsel to the FILO Agent is Stuart Brown, Esq., at DLA Piper LLP. * * * When hhgregg filed for Chapter 11 bankruptcy, it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms, and said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC, and Great American Group, LLC, to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. In an April order, the Bankruptcy Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc., and HHG Distributing, LLC, entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. As of June 8, 2017, the Debtors have completed store closing sales in all its stories. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HQ PRIME: Seeks to Hire Eric A. Liepins as Legal Counsel -------------------------------------------------------- HQ Prime, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas (Dallas) to hire Eric A. Liepins, P.C., as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Eric Liepins, Esq. $275 Paralegals/Legal Assistants $30 - $50 The Debtor paid the firm a retainer of $5,000, plus the filing fee of $1,717. Eric Liepins, Esq., disclosed in court filings that his firm does not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com About HQ Prime, LLC Based in Dallas, Texas, HQ Prime, LLC filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-32788) on August 22, 2019, listing under $1 million in both assets and liabilities. Eric A. Liepins at Eric A. Liepins, P.C., represents the Debtor as counsel. ICAHN ENTERPRISES: Moody's Rates $500MM Unsec. Notes Due 2024 'Ba3' ------------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to $500 million of senior unsecured notes due 2024 to be issued by Icahn Enterprises L.P.. The net proceeds from the note issuance will be used for general limited partnership purposes. The outlook on IEP is stable. The following rating was assigned: Icahn Enterprises L.P. -- senior unsecured notes due 2024 at Ba3 RATINGS RATIONALE The new issuance will have a minimal impact on IEP's market-value based leverage and debt coverage. Proforma market-value based leverage will remain below 30% and interest coverage is expected to remain below 2 times. The new debt will enhance IEP's already strong liquidity, however, there is always the potential for significant fluctuations in the company's liquidity position given its opportunistic strategy to move quickly on large acquisitions that could increase unit holder value. Moody's Ba3 rating on the senior unsecured debt issued by IEP is based on the risks and uncertainties of the company's investment strategies and the performance of its subsidiary businesses. The company has low interest coverage due to the limited dividend capacity at most of its subsidiaries. Additionally, IEP's succession planning remains an important rating consideration due to the dominant leadership of its founder and 92% shareholder, Carl Icahn. The stable outlook on IEP's ratings reflects its belief that the company will continue to be opportunistic in deploying and raising capital to pursue its activist agenda. The following criteria could lead to an upgrade of IEP's ratings: 1) improved transparency and structure on management of leverage or adoption of more conservative financial policies; 2) sustained reduction in MVL below 30%; 2) a shift in the investment portfolio towards less concentrated positions of higher credit quality; 3) more stable cash flow dynamics generated by each of the subsidiaries; and 4) actions taken to address corporate governance issues relating to succession planning, group complexity, and transparency. Conversely, the following criteria could result in a downgrade: 1) deterioration in valuations or credit strength of the operating subsidiaries or Investment Funds; 2) significant increase in net debt or decline in liquidity of the holding company or in the Investment Funds; 3) a key-man issue that threatens IEP's performance. IEP is a publicly traded master limited partnership that pursues an activist investment strategy to grow its investment management business and opportunistically enhance the value of its operating segments with the goal of achieving high returns on invested capital. In addition to its Investment Funds segment IEP has the following operating segments: Automotive, Energy, Food Packaging, Home Fashion, Metals and Real Estate. At 30 June the company had total assets of approximately $24.3 billion. The principal methodology used in this rating was Investment Holding Companies and Conglomerates published in July 2018. ICAHN ENTERPRISES: S&P Assigns BB+ Rating on New Sr. Unsec. Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Icahn Enterprises L.P.'s (IEP) proposed five-year senior unsecured notes. The '3' recovery rating indicates its expectation for meaningful recovery (65%) in the event of a payment default. While the final size of the offering will be determined by market conditions, for the purposes of S&P's analysis, it is assuming IEP will issue no more than $500 million. IEP will use the proceeds from the proposed notes for general partnership purposes. As of June 30, 2019, IEP's loan-to-value (LTV) ratio was 29%, buoyed by a large holding company cash balance (S&P nets cash against debt in its LTV calculation), which the company has built as a result of its substantial realization activity over the last 12 months. While this LTV is low relative to historical standards, the company's longer-term leverage tolerance is still relatively unclear. IEP has proven to be an opportunistic investor over time, which could lead to increased debt or a significant drawdown in cash (both of which would weaken S&P's LTV ratio) if the company begins to find attractive investment opportunities. While S&P acknowledges that IEP is currently relatively well positioned from a liquidity and leverage (as measured by LTV) standpoint, this remains a key constraint to an upgrade. IMPORT SPECIALTIES: Seeks Court Approval to Hire TJS Group ---------------------------------------------------------- Import Specialties Incorporated seeks authority from the United States Bankruptcy Court for the District of Minnesota (Minneapolis) to hire TJS Group, Inc. and T. Jay Salem to assist with financial planning and consulting. The services of said professionals are necessary to assist the Debtor with options to reorganize under Chapter 11 or sell its assets. Mr. Salmen's current hourly rate is $350. TJS Group and Mr. Salmen neither hold nor represent an adverse interest in the Debtor and are "disinterested" as the term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: T. Jay Salmen TJS Group, Inc. 1025 Connecticut Ave NW, Ste #1000 Washington, D.C. 20036 Email: info@tjsgroupconsulting.com Phone: (240) 447-0711 About Import Specialties Incorporated Import Specialties Incorporated is a privately held company in Chaska, Minnesota that sells products using television, catalog, internet, and mail-order. Import Specialties Incorporated filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 19-42563) on August 22, 2019. In the petition signed by Mark R. Platt, CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. John D. Lamey, III, Esq. at Lamey Law Firm, P.A., is the Debtor's counsel. IN MARKETING: Seeks to Hire Shapiro Croland as Attorney ------------------------------------------------------- Inmarketing Group, Inc. seeks authority from the United States Bankruptcy Court for the District of New Jersey (Newark) to hire Shapiro Croland Reiser Apfel & Di Iorio, LLP as its legal counsel. Inmarketing requires Shapiro Croland to: a. provide advise on rights and duties as a Chapter 11 debtor; b. prepare all pleadings and other legal documents; c. attend hearings; d. negotiate with creditors and interested parties; e. advise and assist in plan confirmation process; and f. assist in disposition of assets. Shapiro Croland will be paid at the hourly rate of $350 to $500 for attorneys and $110 to $130 for paralegals. The firm has received $10,000 as retainer. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Di Iorio, Esq., a partner at Shapiro Croland, 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. Shapiro Croland can be reached at: John P. Di Iorio, Esq. Shapiro Croland Reiser Apfel & Di Iorio, LLP 411 Hackensack Avenue Kackensack, NJ 07601 Tel: (201) 488-3900 About IN Marketing Group IN Marketing Group -- http://www.inmarketinggroup.com-- is an advertising agency that helps companies grow by providing corporate gifts and customized incentive programs to their clients. The Company has helped businesses penetrate new markets, reward their loyal customers, upsell to existing clients while retaining their top sales performers. IN Marketing Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-25754) on August 14, 2019. In the petition signed by Alan Traiger, president, the Debtor estimated $2,206,521 in assets and $4,513,541 in liabilities. Michael Todd Contos, Esq. at WILK AUSLANDER LLP is the Debtor's counsel. The case is assigned to Judge Stacey L. Meisel. JACK COOPER: Scroggins, Sidley Disclose Committee's Claims ---------------------------------------------------------- In the Chapter 11 cases of Jack Cooper Ventures, Inc., et al., the law firms of Scroggins & Williamson, P.C. and Sidley Austin LLP submitted a verified statement to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure that they are representing the Official Committee of Unsecured Creditors. On August 19, 2019, the United States Trustee for Region 21 appointed the Committee pursuant to Sections 1102(a) and (b) of title 11 of the United States Code. As of September 3, 2019, the Committee members and their disclosable economic interests are: (1) Central States, Southeast and Southwest Areas Pension Fund 8647 W. Higgins Rd. Chicago, IL 60631 * Central States, Southeast and Southwest Areas Pension Fund holds a general unsecured claim for withdrawal liability in the estimated amount of $2,180,076,408.15. (2) Teamsters National Automobile Transporters Industry Negotiating Committee (TNATINC) 25 Louisiana Avenue, N.W. Washington, D.C. 20001 * TNATINC is owed an estimated $5,100,000 for accrued but unpaid vacation and other paid-time-off under certain collective bargaining agreements between the Debtors and the Debtors’ employees. (3) U.S. Bank National Association, solely in its capacity as Indenture Trustee 60 Livingston Avenue St. Paul MN 55107 * U.S. Bank National Association is the indenture trustee of the 9.25% senior notes due 2020 of Jack Cooper Holdings Corp., and is owed the current outstanding balance of $1,099,000 in principal, together with accrued but unpaid interest, fees, expenses and other unliquidated liabilities. (4) Selland Auto Transport, Inc. 615 South 96th Street Seattle, WA 98108 * Selland Auto Transport is owed: $1,075,000.00 under the Unsecured Promissory Note (dated September 17, 2018) in connection with the Asset Purchase Agreement by and among Selland Auto Transport, Inc., Ann Selland, North American Auto Transportation Corp. and Jack Cooper Holdings Corp. dated as of September 17, 2018; $35,974.28 for payments under the Lease Agreement by and between North American Auto Transportation Corp., as Tenant, and Selland Auto Transport, Inc., as Landlord, for 615 South 96th Street, Seattle, WA 98108 dated September 17, 2018; $104,478.15 for payments under the Transition Services Agreement by and between Selland Auto Transport, Inc. and North American Auto Transportation Corp. as the buyer in connection with the purchase pursuant to the Asset Purchase Agreement dated September 17, 2018; and Any additional amount that may be payable to, or offset against debts owed by, North American Auto Transportation Corp., under the term of the Asset Purchase Agreement, Lease Agreement, and Transition Services Agreement. (5) Harrison Shaw 436 East Wayne Street Fort Wayne, IN 46802 * Harrison Shaw holds a claim for all damages sought in Austin, et al. v. Auto Handling Corporation, et al., Case No. 18- 00082 (TLS) (N.D. IN 2018) (the “Litigation”) which includes wages, benefits and other damages as unionized employees of the debtors as referenced in the complaint of the Litigation. Proposed Counsel to Official Committee of Unsecured Creditors can be reached at: SCROGGINS & WILLIAMSON, P.C. J. Robert Williamson, Esq. Ashley Reynolds Ray, Esq. Matthew W. Levin, Esq. 4401 Northside Parkway Suite 450 Atlanta, GA 30327 Telephone: (404) 893-3880 E-mail: rwilliamson@swlawfirm.com aray@swlawfirm.com mlevin@swlawfirm.com - and – SIDLEY AUSTIN LLP Michael G. Burke, Esq. 787 Seventh Ave New York, NY 10019 Telephone: (212) 839-5300 Facsimile: (212) 839-5599 E-mail: mgburke@sidley.com - and – SIDLEY AUSTIN LLP Matthew A. Clemente, Esq. One South Dearborn Street Chicago, IL 60603 Telephone: (312) 853-7000 Facsimile: (312) 853-7036 E-mail: mclemente@sidley.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/aK4bqK About Jack Cooper Jack Cooper Ventures, Inc., is a specialty transportation and other logistics provider and one of the largest over-the-road finished vehicle logistics companies in North America. The Company provides premium asset-heavy and asset-light based solutions to the global new and previously-owned vehicle markets, specializing in finished vehicle transportation and other logistics services for major automotive original equipment manufacturers and for fleet ownership companies, remarketers, dealers and auctions. The Company is a certified Woman-Owned Business Enterprise by the Woman's Business Enterprise Council. Jack Cooper Ventures, Inc., and 18 affiliates and subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Lead Case No. 19-62393). The Hon. Paul W. Bonapfel is the case judge. Paul, Weiss, Rifkind, Wharton & Garrison LLP and King & Spalding LLP are serving as legal counsel to Jack Cooper, Houlihan Lokey, Inc., is serving as investment banker and financial advisor, and AlixPartners LLP is serving as restructuring advisor. The Debtors also tapped Ogletree, Deakins, Nash, Smoak & Stewart, P.C. as labor counsel, and Osler, Hoskin & Harcourt LLP, as Canadian restructuring counsel. Prime Clerk LLC is the claims agent. JOHNNYCAKE PROPERTIES: Seeks to Hire Forbes Law as Legal Counsel ---------------------------------------------------------------- Johnnycake Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Forbes Law LLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its rights, powers and duties under the Bankruptcy Code and the preparation of a bankruptcy plan. Glenn Forbes, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $350. Paralegals charge $150 per hour. Forbes Law received payment of $995, plus $1,717 for court costs prior to the Debtor's bankruptcy filing. The firm neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Glenn E. Forbes, Esq. Forbes Law LLC 166 Main Street Painesville, OH 44077-3403 Tel: (440) 357-6211 ext. 128 Fax: (440) 357-1634 eFax: 1-888-807-6985 E-mail: gforbes@geflaw.net bankruptcy@geflaw.net About Johnnycake Properties Johnnycake Properties, LLC, owns land and building leased to Cars Auto Repair. The property is valued at $250,000. Johnnycake Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-15457) on Aug. 30, 2019. At the time of the filing, the Debtor disclosed $250,033 in assets and $1,470,959 in liabilities. The case is assigned to Judge Price Smith. Forbes Law LLC is the Debtor's counsel. JOSEPH’S TRANSPORTATION: Asks Court for Authority to Use Cash --------------------------------------------------------------- Joseph’s Transportation, Inc., asks Judge Frank J. Bailey, of the U.S. Bankruptcy Court for the Eastern District of Massachusetts to allow use of cash collateral pertaining to Brookline Bank from September 5, 2019 through October 30, 2019. The Debtor will use the cash collateral to pay its day-to-day operating expenses. The Debtor owes Brookline Bank approximately $1,257,113 as of the Petition Date. The value of the collateral is at $4,275,500 for vehicles and equipment, and $198,847.85 for accounts receivable. Brookline holds an interest in all of the Debtor’s assets, including cash collateral. As adequate protection, the Debtor proposes to pay Brookline $22,341 on the 15th of each month from September 14, 2019 through October 30, 2019. There will be a 15-day grace period for each monthly payment. The Debtor also seeks that Brookline be granted a rollover lien in all post-petition accounts receivable and assets. The Court will hear the Debtor's request at 11 a.m. on September 4, 2019. About Joseph's Transportation Joseph's Transportation, Inc., is a family-owned and operated full transportation company that has been serving the New England area for more than 40 years. Joseph's Transportation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14282) on Nov. 11, 2018. In the petition signed by Joseph Albano III, president, the Debtor estimated assets of $500,001 to $1 million and liabilities of the same range. The Law Office of Gary W. Cruickshank serves as counsel to the Debtor; and Rucci Bardaro & Falzone as its accountant. JUST ONE MORE: Dunning Rievman Gary Ganzi, 2 Others --------------------------------------------------- In the Chapter 11 cases of Just One More Restaurant Corp. and Just One More Holding Corp., the law firm of Dunning Rievman & Davies, LLP, submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing these Entities: (1) Gary Ganzi, individually Gary Ganzi, as Attorney-in-Fact for the Estate of Charles Cook 74 Valleyfield Street Lexington, MA 02421 (2) Claire Breen, individually Claire Breen, as Attorney-in-Fact for the Estate of Charles Cook 7 Ryan Street Syosset, NY 11791 -2129 (3) Hoguet Newman Regal & Kenney, LLP c/o Fredric S. Newman, Esq. One Grand Central Pace 60 East 42nd Street, 48th Floor New York, NY 10165 Each of the Entities may hold claims against and/or interests in the Debtors arising out of applicable agreements, law or equity pursuant to their relationship with the Debtors. DRD represented each of the Entities prior to the Debtors' chapter 11 cases. Each of the Entities separately requested that DRD represent them in connection with the Debtors' chapter 11 cases. DRD has represented Gary Ganzi and Claire Breen, individually and as Attorneys-in-Fact for the Estate of Charles Cook since 2012; first, as a partner of Hoguet Newman Regal & Kenney LLP, then as a partner of another law firm from February 27, 2017 through December 31, 2018, and finally as a partner of DRD from January 1, 2019 through the present. By virtue of these efforts, both as a partner of HNR&K and as co-counsel with it, DRD and Joshua D. Rievman, Esq. are entitled to a share of the attorneys' fees that HNR&K actually receives from its claim in the above-captioned cases. DRD does not otherwise possess any claims against or interests in the Debtors. The Firm can be reached at: DUNNING RIEVMAN & DAVIES, LLP Joshua D. Rievman, Esq. 434 W. 33d St. New York, NY 10001 Telephone: (646) 435-0027 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/KBrL8V About Just One More Just One More Restaurant Corp. holds the Palm Restaurant steakhouse's intellectual property -- a series of trademarks and service marks, design elements of the Palm. JOMR licenses the Palm IP to the Palm Restaurants through individual licensing agreements. There are 24 Palm Restaurants currently operating in the United States and Mexico. Just One does not own any of the Palm Restaurants. Just One More Restaurant Corp. and Just One More Holding Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01947) on March 7, 2019. At the time of the filing, Just One More Restaurant estimated assets of between $100 million and $500 million and liabilities of between $10 million to $50 million. Just One More Holding estimated assets and liabilities of between $1 million and $10 million. The Debtors tapped Berger Singerman LLP as their legal counsel, and McHale, P.A., as their restructuring advisor. JUST ONE MORE: Genovese Joblove Represents Gary Ganzi, 2 Others --------------------------------------------------------------- In the Chapter 11 cases of Just One More Restaurant Corp. and Just One More Holding Corp., the law firm of Genovese Joblove & Battista, P.A. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing these Entities: (1) Gary Ganzi, individually Gary Ganzi, as Attorney-in-Fact for the Estate of Charles Cook 74 Valleyfield Street Lexington, MA 02421 (2) Claire Breen, individually Claire Breen, as Attorney-in-Fact for the Estate of Charles Cook 7 Ryan Street Syosset, NY 11791 -2129 (3) Hoguet Newman Regal & Kenney, LLP c/o Fredric S. Newman, Esq. One Grand Central Pace 60 East 42nd Street, 48th Floor New York, NY 10165 Each of the Entities may hold claims against and/or interests in the Debtors arising out of applicable agreements, law or equity pursuant to their relationship with the Debtors. The following are the facts and circumstances in connection with GJB's employment in these cases. GJB did not represent any of the Entities prior to the Debtors' chapter 11 cases. After these cases were commenced, each of the Entities separately requested that GJB represent them in connection with the Debtors’ chapter 11 cases. GJB does not possess any claims against or interests in the Debtors. Counsel for the Respondents can be reached at: GENOVESE JOBLOVE & BATTISTA, P.A. Robert F. Elgidely, Esq. 200 East Broward Boulevard, Suite 1110 Fort Lauderdale, FL 33301 Telephone: (954) 453-8000 Telecopier:(954) 331-2907 E-mail: relgidely@gjb-law.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/olRCja About Just One More Just One More Restaurant Corp. holds the Palm Restaurant steakhouse's intellectual property -- a series of trademarks and service marks, design elements of the Palm. JOMR licenses the Palm IP to the Palm Restaurants through individual licensing agreements. There are 24 Palm Restaurants currently operating in the United States and Mexico. Just One does not own any of the Palm Restaurants. Just One More Restaurant Corp. and Just One More Holding Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01947) on March 7, 2019. At the time of the filing, Just One More Restaurant estimated assets of between $100 million and $500 million and liabilities of between $10 million to $50 million. Just One More Holding estimated assets and liabilities of between $1 million and $10 million. The Debtors tapped Berger Singerman LLP as their legal counsel, and McHale, P.A., as their restructuring advisor. JUST ONE MORE: Hoguet Newman Regal Represents Gary Ganzi, 2 Othersv ------------------------------------------------------------------- In the Chapter 11 cases of Just One More Restaurant Corp. and Just One More Holding Corp., the law firm of Hogue Newman Regal & Kenney, LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing each of these Entities: (1) Gary Ganzi, individually Gary Ganzi, as Attorney-in-Fact for the Estate of Charles Cook 74 Valleyfield Street Lexington, MA 02421 (2) Claire Breen, individually Claire Breen, as Attorney-in-Fact for the Estate of Charles Cook 7 Ryan Street Syosset, NY 11791 -2129 (3) Hoguet Newman Regal & Kenney, LLP c/o Fredric S. Newman, Esq. One Grand Central Pace 60 East 42nd Street, 48th Floor New York, NY 10165 Each of the Entities may hold claims against and/or interests in the Debtors arising out of applicable agreements, law or equity pursuant to their relationship with the Debtors. The following are the facts and circumstances in connection with HNR&K's employment in these cases. HNR&K represented each of the Entities prior to the Debtors' chapter 11 cases. Each of the Entities separately requested that HNR&K represent them in connection with the Debtors' chapter 11 cases. On June 28, 2019, HNR&K filed a Proof of Claim in the amount of $4,566,296.93. See Proof of Claim No. 4. HNR&K's claim stems from its representation of Gary Ganzi and Claire Breen, individually and as Attorneys-in-Fact for the Estate of Charles Cook in that certain action styled Gary Ganzi, Claire Breen, and Gary Ganzi and Claire Breen, as Attorneys-in-Fact for the Estate of Charles Cook, Individually and Derivatively on Behalf of Nominal Defendants Just One More Restaurant Corporation and Just One More Holding Corporation v. Walter Ganzi, Jr. and Bruce Bozzi, Sr., Supreme Court of the State of New York, County of New York, Index Number 653074/2012. The Derivative Action resulted in a Decision After Non-Jury Trial issued on November 13, 2018 and a $119.5 million judgment entered on February 11, 2019 in favor of the Debtors and against Walter Ganzi, Jr. and Bruce Bozzi, Sr. The Decision After Non-Jury Trial determined that, "[p]ursuant to BCL § 626(e), plaintiffs are entitled to attorneys' fees". Upon the commencement of these Chapter 11 cases, the Minority Shareholders consented to HNR&K’s simultaneous representation of them and HNR&K in the above- captioned Chapter 11 cases. Additionally, on August 1, undersigned explained to Debtors' counsel the details of the fee arrangement between his firm and the Minority Shareholders and those details establish that HNR&K's and the Minority Shareholders' interests are identical. The Firm can be reached at: HOGUET NEWMAN REGAL & KENNEY, LLP Fredric S. Newman, Esq. One Grand Central Place 60 E. 42nd St., 48th Fl. New York, NY 10016 Telephone: (212) 689-8808 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/gWR4zi About Just One More Just One More Restaurant Corp. holds the Palm Restaurant steakhouse's intellectual property -- a series of trademarks and service marks, design elements of the Palm. JOMR licenses the Palm IP to the Palm Restaurants through individual licensing agreements. There are 24 Palm Restaurants currently operating in the United States and Mexico. Just One does not own any of the Palm Restaurants. Just One More Restaurant Corp. and Just One More Holding Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01947) on March 7, 2019. At the time of the filing, Just One More Restaurant estimated assets of between $100 million and $500 million and liabilities of between $10 million to $50 million. Just One More Holding estimated assets and liabilities of between $1 million and $10 million. The Debtors tapped Berger Singerman LLP as their legal counsel, and McHale, P.A., as their restructuring advisor. KAR AUCTION: S&P Alters Outlook to Negative, Affirms 'BB-' ICR -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on KAR Auction Services Inc. (KAR), which is planning a partial refinancing to repay existing term loan B balances and increase liquidity. The company also plans to utilize a new revolving credit facility and a new term loan B. Meanwhile, S&P revised its recovery ratings on the company's first-lien debt to '3' from '2', and therefore lowered the issue-level rating to 'BB-' from 'BB'. The unsecured recovery and issue level ratings remain unchanged at '5' and 'B+', respectively. S&P revised the outlook to negative from stable as it believes that KAR's credit metrics will weaken after the proposed refinancing. The negative outlook reflects the rating agency's view that there is at least a one-in-three chance that KAR's credit metrics will remain elevated for the rating, resulting in weaker-than-expected credit metrics. S&P expects debt-to-EBITDA of around 5.1x-5.5x in 2020, improving to 4.5x-4.9x in 2021, with free operating cash flow (FOCF) to debt of around 10%. The rating agency places more emphasis on credit metrics in 2020 and 2021, as 2019 credit metrics include partial results from the now-divested IAA business and one-time costs. "The negative outlook reflects credit metrics that we think will weaken after the proposed transaction. Although we recognize that KAR is well-positioned to benefit from evolving dynamics in the physical and online whole-car auction markets, there is still uncertainty around overall market dynamics and TradeRev's profitability," S&P said. S&P said it could lower its ratings in the next 12 months if debt-to-EBITDA appears likely to remain more than 5x or FOCF-to-debt falls to less than 5%. This could most likely occur from additional challenges with TradeRev, unfavorable market conditions, or large acquisitions, according to the rating agency. "We could revise the outlook to stable over the next 12 months if we believe debt-to-EBITDA will improve and remain at less than 5x and FOCF-to-debt remains more than 5%," the rating agency said. This could occur if KAR sustains strong organic growth in the high-single-digit percent area and maintains a balanced financial policy by avoiding acquisitions that further increase leverage, according to the rating agency. KATHLEEN CAMPBELL: $250K Sale of Jeffersonville Property Approved ----------------------------------------------------------------- Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western District of Kentucky authorized Kathleen Fritz Campbell's sale of the real property located at 2101 Woodland Court, Jeffersonville, Indiana to B & R Level Properties, LLC, for $250,000. The Sale Agreement, and all of the terms and conditions thereof and the transactions contemplated thereby, are approved. The Sale will be concluded by July 31, 2019. The sum necessary to pay the local property taxes for the 2018 spring installment but payable in 2019 will be paid from the sale proceeds to the Clark County Treasurer or its designee as part of the sale closing or no later than 48 hours following the closing. The sum necessary to pay in full the mortgage lien of Kirkland Financial, LLC will be paid from the sale proceeds to Kirkland Financial, LLC as part of the sale closing or no later than 48 hours following the closing. Kirkland Financial, LLC shall, within ten (10) days following its receipt of such payment (i) release any mortgage affecting the Woodland Court Property. All prior and current quarterly fees payable to the United States Trustee as of the Closing date will be paid from the proceeds of the sale. Any remaining proceeds following payment of the items set forth will be held by the counsel for the Debtor-in-Possession until further notice or order from the Court. The Sale is free and clear of all liens and encumbrances. The Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for delay in the implementation of the Order, and expressly directs entry of judgment as set forth therein. The Order will take immediate effect and the 14-day stay period provided by Bankruptcy Rules 6004(h) and 6006(d) will not apply so that the sale may close immediately. Kathleen Fritz Campbell sought Chapter 11 protection (Bankr. W.D. Ky. Case No. 18-33552) on Nov. 20, 2018. The Debtor tapped Michael W. McClain, Esq., at McClain Dewees, PLLC, as counsel. KDO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: KDO Industries Inc. dba K.D.O. Industries Inc. 32 Rannick Drive West Amityville, NY 11701 Case No.: 19-76060 Business Description: KDO Industries Inc. manufactures fabricated structural metal and steel or other metal products for structural purposes. Chapter 11 Petition Date: September 3, 2019 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S. Trust Debtor's Counsel: Heath S. Berger, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Tel: (516)747-1136 Fax: (516)747-0382 E-mail: hberger@bfslawfirm.com - and - Gary C. Fischoff, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Tel: 516-747-1136 E-mail: gfischoff@bfslawfirm.com Total Assets: $333,317 Total Liabilities: $2,369,989 The petition was signed by Lucelle Del Rosario, 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/nyeb19-76060.pdf KONA GRILL: One Group to Purchase Restaurants for $25 Million ------------------------------------------------------------- The ONE Group Hospitality, Inc. (Nasdaq: STKS) and Kona Grill Acquisition, LLC ("KGA"), its wholly owned subsidiary, on Sept. 3, 2019, disclosed that KGA has entered into an Asset Purchase Agreement (the "APA") with Kona Grill, Inc. and affiliated entities to purchase substantially all of Kona's restaurants for approximately $25 million. The final purchase price will be determined at the closing of the transaction based on the completion of due diligence, subject to certain agreed upon adjustments. The Company expects to finance the acquisition with a new financing facility and cash on hand. Under the terms of the APA, subject to certain conditions, the Company has agreed to purchase the remaining 24 of Kona's domestic restaurants and assume certain contracts, including two international franchise licenses, for approximately $25 million in cash plus the assumption of working capital liabilities of approximately $11 million. If completed, the Company expects the integration to take approximately 12 months. Once fully integrated, the acquisition is expected to add approximately $100 million in annualized revenue and to be accretive to earnings per diluted share and Adjusted EBITDA. "Kona Grill is an excellent brand that has maintained a strong position in the remaining 24 restaurants where it operates due to its elevated dining experience, contemporary, freshly prepared food, award-wining sushi, and specialty cocktails. Through this transaction, we believe we can leverage our corporate infrastructure and operating expertise, particularly our bar-business know-how and VIBE dining, to drive improved performance in many of the same ways we have substantially improved comparable store sales and overall profitability at STK," said Emanuel "Manny" Hilario, President and CEO of The ONE Group. "The acquisition of Kona Grill also provides us with a complementary concept to STK, potentially creating another long-term growth vehicle once we fully integrate the restaurants into The ONE Group. The remaining 24 domestic restaurants, down from 40 at year-end 2018, reflect a strong base of high performing restaurants in attractive markets. We look forward to maximizing the multiple opportunities that this acquisition will provide to create long-term shareholder value," concluded Mr. Hilario. The Kona assets include the worldwide rights to the name "Kona Grill" and other intellectual property, including trademarks, domain names, menu recipes, and customer databases. The acquisition is subject to financing conditions, the approval of the United States Bankruptcy Court for the District of Delaware, and other customary closing conditions. About The ONE Group The ONE Group (NASDAQ: STKS) -- http://www.togrp.com/-- is a global hospitality company that develops and operates upscale, high-energy restaurants and lounges and provides hospitality management services for hotels, casinos and other high-end venues both nationally and internationally. The ONE Group's focus is to be the global leader in Vibe Dining, and its primary restaurant brand is STK, a modern twist on the American steakhouse concept with locations in major metropolitan cities in the U.S., Europe and the Middle East. ONE Hospitality, The ONE Group's food and beverage hospitality services business, develops, manages and operates premier restaurants and turn-key food and beverage services within high-end hotels and casinos. About Kona Grill Kona Grill, Inc. -- https://www.konagrill.com/ -- owns and operates 27 casual dining restaurants in 18 states, as well as Puerto Rico, serving contemporary American favorites, sushi, and alcoholic beverages throughout the United States and Puerto Rico. Kona Grill, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del. Lead Case No. 19-10953) on April 30, 2019. As of Dec. 31, 2018, the Debtors disclosed total assets of $53,613,000 and total liabilities of $74,049,000. The petition was signed by Christopher J. Wells, the CRO. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel; Piper Jaffray as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor and Epiq Corporate Restructuring, LLC, as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on May 16, 2019, appointed five creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Kelley Drye & Warren LLP, as lead counsel; Bayard, P.A., as co-counsel; and Province, Inc., as financial advisor. LAKE ROAD WELDING: Fabricator Wants Cash, Says Creditors ‘Secured’ ---------------------------------------------------------------------- Lake Road Welding Co., Inc., doing business as LRW Fabricators, seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral to pay reasonable operating expenses, including salaries, insurance, and fees due to the U.S. Trustee. The Debtor says that JPMorgan Chase Bank, N.A., and the Internal Revenue Service, as secured creditors will be provided adequate protection as follows: (1) JPMorgan Chase will be paid $2,500 per month on an interim basis beginning Sept. 1, 2019, to continue through Confirmation; (2) the IRS will be paid $1,500.00 per month, to be applied to principal reduction and the trust fund portion of the liability, on an interim basis beginning Sept. 15, 2019, and continuing through Confirmation. The Debtor disclosed total expenses of $61,273 for a two-week period, $14,924 of which is for payroll, $14,000 for miscellaneous labor contractor payments, and $14,000 for service steel. A copy of the budget is available for free at http://bankrupt.com/misc/Lake_Road_Cash_Budget.pdf The Debtor proposes that use of cash collateral will be terminated by the Court on motion if the Court determines that JPMorgan Chase and the IRS are no longer adequately protected. An interim approval is sought on the motion. About Lake Road Welding Lake Road Welding Co., doing business as LRW Fabricators provides structural steel fabrication as well as industrial and commercial applications from Wichita Falls, Texas. The Company has the capability and expertise to produce a complete line of structural steel products for industrial and commercial structures, from the most basic columns and beams, to complicated stairs, handrails and canopies. The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-70239) on Aug. 22, 2019, in Wichita Falls, Texas. As of the date of filing, the Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. Judge Harlin DeWayne Hale is assigned the Debtor's case. HOLDER LAW, led by principal Areya Holder, represents the Debtor. LAKE ROAD WELDING: Seeks to Hire Holder Law as Counsel ------------------------------------------------------ Lake Road Welding Co. seeks authority from the United States Bankruptcy Court for the Northern District of Texas (Wichita Falls) to hire Holder Law as its legal counsel. The Debtor requires the firm to: (a) provide legal advice with respect to Debtor's powers and duties in the continued operation of its business and the management of its property. (b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objections to claims filed against the Debtor's estate; (c) prepare on behalf of the Debtor all necessary motions, answers, orders, reports, and other legal papers in connection with the administration of its estate; (d) assist the Debtor in preparing for and filing one or more disclosure statements in accordance with Section 1125 of the Bankruptcy Code; (e) assist the Debtor in preparing for and filing one or more plans of reorganization at the earliest possible date; (f) perform any and all other legal services for the Debtor in connection with the Chapter 11 case; and (g) perform such legal services as the Debtor may request with respect to any matter, including, but not limited to, corporate finance and governance, contracts, antitrust, labor, and tax. The firm will charge these hourly fees: Areya Holder Aurzada $450 Associate Attorney $300 Paralegals $150 Holder Law received $16,717 from the Debtor prior to its bankruptcy filing. The firm applied $2,290 from funds received for attorney's fees and $1,717 for the filing fee. Areya Holder Aurzada, Esq., at Holder Law, disclosed in a court filing that the firm and its attorneys are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Holder Law can be reached through: Areya Holder Aurzada, Esq. Holder Law 901 Main Street, Suite 5320 Dallas, TX 75202 Telephone: (972) 438-8800 Email: areya@holderlawpc.com About Lake Road Welding Co. Lake Road Welding Co. provides structural steel fabrication as well as industrial and commercial applications from Wichita Falls, Texas. The Company has the capability and expertise to produce a complete line of structural steel products for industrial and commercial structures, from the most basic columns and beams, to complicated stairs, handrails and canopies. Lake Road Welding Co. filed a voluntary Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 19-70239) on August 22, 2019. In the petition signed by Jerry Morgan, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Areya Holder, Esq., at Holder Law is the Debtor's counsel. Judge Harlin DeWayne Hale presides over the case. LAWRENCE D. FROMELIUS: $430K Sale of Ottawa Property Approved ------------------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized JuLawrence D. Fromelius' sale of the real estate at 800 LaSalle St., Ottawa, Illinois to CL Real Estate, LLC for $430,000. The sale is free and clear of interests, liens, claims and encumbrances. The lieu of the Anne Marie Barry Trust, pursuant to the Mortgage, Security Agreement, and Assignment of Rents recorded on March 23, 2018, will attach to the proceeds of the sale, which will be paid directly to the Ann Marie Barry Trust dated March 24, 2003, net of pro-rated real estate taxes and closing costs, to be applied to the Barry Trust Allowed Claim (as defined in the Third Amended Plan). The Debtor will provide a copy of the final, fully executed contract to the Ann Marie Barry Trust. The Notice of the Motion is shortened and limited to that given. About Lawrence Fromelius Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22373) on June 29, 2015. The Debtor tapped William J. Factor, Esq., Ariane Holtschlag, Esq., and Jeffrey K. Paulsen, Esq., at FactorLaw, as counsel. L. Fromelius Investment Properties LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22943) on July 2, 2015, and GoldenMarina Causeway LLC filed for relief under Chapter 11 (Bankr. N.D. Ill. Case No. 16-03587) on Feb. 5, 2016. Mr. Fromelius is the sole member of Investment Properties. He is also the sale member of East Greenfield Investors LLC, which in turn is the sole member of Golden Marina Causeway LLC. On Nov. 24, 2015, Lawrence Fromelius filed his initial plan of reorganization and on Dec. 1, 2016, Investment Properties filed its initial plan of reorganization. Both of the plans have been amended to incorporate changes requested by creditors, including the Ann Marie Barry Trust, which has filed a claim of approximately $6 million. Currently, the Debtors and the Ann Marie Barry Trust are negotiating the terms of a disclosure statement to accompany the plans. Golden Marina owns two parcels of real estate, located at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at 311 E. Greenfield consists of 47 acres and the smaller parcel at 302 E. Greenfield is approximately 1 acre. LAWRENCE FROMELIUS: $1M Sale of Naper Membership Interest Approved ------------------------------------------------------------------ Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Lawrence D. Fromelius' sale of membership interest in Naper Small Business Park, LLC, back to the LLC for $1 million. The sale is free and clear of any interest in the Membership Interest. The proceeds of the sale net of closing costs, will be paid directly to the Ann Marie Barry Trust dated March 24, 2003, to be applied to the Barry Trust Allowed Claim (as defined in the Third Amended Plan). The Debtor will file the final contract when it is fully executed. The Notice of the Motion is shortened and limited to that given. About Lawrence Fromelius Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22373) on June 29, 2015. The Debtor tapped William J. Factor, Esq., Ariane Holtschlag, Esq., and Jeffrey K. Paulsen, Esq., at FactorLaw, as counsel. L. Fromelius Investment Properties LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22943) on July 2, 2015, and GoldenMarina Causeway LLC filed for relief under Chapter 11 (Bankr. N.D. Ill. Case No. 16-03587) on Feb. 5, 2016. Mr. Fromelius is the sole member of Investment Properties. He is also the sale member of East Greenfield Investors LLC, which in turn is the sole member of Golden Marina Causeway LLC. On Nov. 24, 2015, Lawrence Fromelius filed his initial plan of reorganization and on Dec. 1, 2016, Investment Properties filed its initial plan of reorganization. Both of the plans have been amended to incorporate changes requested by creditors, including the Ann Marie Barry Trust, which has filed a claim of approximately $6 million. Currently, the Debtors and the Ann Marie Barry Trust are negotiating the terms of a disclosure statement to accompany the plans. Golden Marina owns two parcels of real estate, located at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at 311 E. Greenfield consists of 47 acres and the smaller parcel at 302 E. Greenfield is approximately 1 acre. LECLAIRRYAN PLLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: LeClairRyan PLLC aka LeClairRyan, A Professional Corporation 4405 Cox Road Glen Allen, VA 23060 Case No.: 19-34574 Business Description: LeClairRyan PLLC -- https://www.leclairryan.com/ -- provides business counsel and client representation in corporate law and litigation. The Firm has approximately 225 attorneys representing a wide variety of clients throughout the nation. Chapter 11 Petition Date: September 3, 2019 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Hon. 19-34574 Debtor's Counsel: Tyler P. Brown, Esq. HUNTON ANDREWS KURTH LLP 951 East Byrd Street Richmond, VA 23219 Tel: 804-788-8200 E-mail: tpbrown@huntonak.com tpbrown@hunton.com - and - Jason William Harbour, Esq. HUNTON ANDREWS KURTH LLP Riverfront Plaza, East Tower 951 E. Byrd St. Richmond, VA 23219 Tel: (804) 788-7233 E-mail: jharbour@huntonAK.com Debtor's Financial Advisor: PROTIVITI INC. Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Lori D. Thompson, Esq., chair, Dissolution Committee. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/vaeb19-34574.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Matrix One Riverfront Plaza LLC Lease $815,405 CN 4000 Forsgate Drive Obligations Cranbury, NJ 08512 Tel: (609) -395-9382 Email: farias@matrixcompanies.com 2. Super-Server, LLC Trade Debt $623,105 707 East Main Street, Suite 1425 Richmond, Virginia 23219 Tel: (804) 482-2857 Email: cjohnson@proxios.com 3. GLC Business Services, Inc. Trade Debt $579,295 28 Prince Street Rochester, NY 14607 Tel: (585) 546-5930 Email: mhayes@glcbs.com 4. Thomson Reuters Trade Debt $476,215 Master Data Center P.O. Box 673451 Detroit, MI 48267-3451 Tel: (651) 687-4601 Email: cristina.romualdez@thomsonreuter.com; Jose.carvajal@thomseonreuter.com 5. Carlyle Overlook JV, LLC Lease $429,551 711 High Street Obligations Des Moines, IA 50392 Email: Erin.Albert@cushwake.com 6. BCal, LLC Lease $418,149 c/o Beacon Capital Partners Obligations 200 State Street, 5th Floor Boston, MA 02109 Email: Accountantmontgomery@avisonyoung.com 7. Parmenter Realty Fund III, Inc. Lease $414,482 701 Brickell Avenue, Suite 2020 Obligations Miami, FL 33131 Email: nreser@parmco.com 8. Latham & Watkins LLP Lease $370,243 885 Third Avenue Obligations New York, NY 10022-4834 Tel: (212) 751-4864 Email: Eric.Pike@lw.com 9. 60 State TRS (DE) LLC Lease $369,051 320 Park Avenue, Floor 17 Obligations New York, NY 10022 Email: Ahillman@oxfordproperties.com 10. ConvergeOne, Inc. Trade Debt $364,742 3344 Highway 149 Eagan, MN 55121 Email: Esalley@convergeone.com 11. Page White Farrer Limited Professional $351,201 Bedford House, 21 John Street Services Holborn, London WC1N 2BF United Kingdom Email: Robert.Hawthorne@pagewhite.com 12. Thomson West-6292 Trade Debt $315,159 P.O. Box 629 Carol Stream, IL 60197-6292 Email: Jose.Carvajal@thomsonreuter.com 13. Post Oak Realty Lease $303,755 Investment Partners, LP obligations 13355 Noel Road, 22nd Floor Dallas, TX 75240 Email: Kim.Bishop@brookfieldproperties.com 14. Poe & Cronk Real Professional $207,388 Estate Group, Inc. Services 10 S Jefferson Street, Suite 1200 Roanoke, VA 24011 Email: slawrence@poecronk.com 15. BPP Lower Office REIT Inc. Lease $201,784 BPP Connecticut Ave LLC - BLDG ID: Obligations 26870; P.O. Box 209259 Austin, TX 78720-9259 Email: christopher.lyons@transwestern.com 16. EYP Realty LLC Lease $200,966 P.O. Box 844801 Obligations Los Angeles, CA 90084-4801 Tel: (213) 612-4383 Email: james.ishibashi@brookfield.com 17. New Boston Long Wharf, LLC Lease $189,916 75 State Street, Suite 1410 Obligations Boston, MA 02109 18. Iron Mountain Records Management Trade Debt $187,583 448 Broadway Ulster Park, NY 12487 Email: Noe.lebeau@ironmountain.com 19. NetRight Intermediate LLC Trade Debt $146,634 iManage LLC 540 W. Madison Street, Suite 2400 Chicago, IL 60661 20. Integreon Managed Professional $117,118 Solutions (ND) Inc. Services 3247 47th Street South Fargo, ND 58104 Email: murray.joslin@integreon.com LOOT CRATE: Gets More Than $30M Bid From Money Chest Affiliate -------------------------------------------------------------- Becky Yerak, writing for The Wall Street Journal, reported that Loot Crate Inc., the "geek and gamer" subscription business backed by actor Robert Downey Jr.'s venture-capital firm, plans to sell itself for more than $30 million to a creditor that will use the debt it is owed as currency. According to the report, the Debtor has already disclosed when it filed for bankruptcy that it will be selling itself to Money Chest LLC, one of its lender and bondholder but there was no agreed purchase yet. The purchaser in the recently filed stalking horse bidder agreement is an affiliate of Money Chest, and its bid is subject to higher and better bids in a potential auction supervised by the U.S. Bankruptcy Court in Wilmington, Del. The agreement provides that the Money Chest affiliate, called Loot Crate Acquisition LLC, will assume Liabilities and the Cure Costs of the Debtor. The $30,000,000 purchase price is payable in the form of credit bid rights under Section 363(k) of the Bankruptcy Code consisting of the surrender and release by Purchaser of a portion of the Liabilities arising under, or otherwise relating to, the DIP Loan Agreement and First Lien Loan Agreement in an aggregate amount equal to $30,000,000, plus the amount of cash payable by Purchaser in respect of the Budgeted Reserve, plus the aggregate amounts payable by Purchaser pursuant to Section 8.5 in respect of Sellers' Sales Taxes, including those expenses advanced or reimbursed in connection with the negotiation and settlement of certain Sales Tax obligations of Sellers. If Loot Crate gets a better offer, Money Chest could receive expense reimbursement of up to $750,000, the Journal pointed out. Money Chest originally was in line also to receive a $1 million breakup fee if Loot Crate found a better offer, but Judge Brendan Shannon said that he frowned on breakup fees being awarded to credit bidders, the Journal related. After a break in the court action, the parties said the bidder wouldn't seek a breakup fee, the Journal added. According to Nevada state records, Money Chest's officers include Joel Weinshanker, who has also been an officer at the National Entertainment Collectibles Association, which was one of those who participated in the round of Loot Crate's refinancing last year. Ultimately, Loot Crate refinanced its debt through a $23 million financing package from a group led by Atalaya Capital Management LP. Mr. Weinshanker also is managing partner of Graceland Holdings LLC, the majority owner of Elvis Presley Enterprises Inc., according to Graceland.com, the report said. Elvis Presley Enterprises manages the operations of Graceland, the home of the late entertainer, and its related properties, the report added. A full-text copy of the Final Stalking Horse Agreement is available at https://tinyurl.com/y4ran5s4 from Stretto.com at no charge. The Purchaser can be reached at: Loot Crate Acquisition LLC c/o Cathy Hershcopf and Robert Winning 55 Hudson Yards New York, New York 10001 Attention: Authorized Representatives Email: chershcopf@cooley.com rwinning@cooley.com with a copy to: Cathy Hershcopf, Esq. Robert Winning, Esq. Cooley LLP 55 Hudson Yards New York, New York 10001 Email: chershcopf@cooley.com rwinning@cooley.com About Loot Crate Founded in 2012, Loot Crate, Inc. is a worldwide leader in fan subscription boxes. It partners with industry leaders in entertainment, gaming, sports and pop culture to deliver monthly themed crates; produces interactive experiences and digital content; and films original video productions. Since 2012, the company has delivered more than 32 million crates to fans in 35 territories across the globe. Loot Crate and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot Crate estimated less than $50 million in assets and $50 million to $100 million in liabilities. The companies tapped Bryan Cave Leighton Paisner LLP as lead counsel; Robinson & Cole LLP as Delaware and conflicts counsel; FocalPoint Securities, LLC, as investment banker; Portage Point Partners as financial advisor; and Mark Palmer of Theseus Strategy Group as chief transformation officer. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent and maintains the site https://case.stretto.com/lootcrate Andrew Vara, acting U.S. trustee for Region 3, on Aug. 22, 2019, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Loot Crate, Inc. Proposed counsel to the Committee are Eric J. Monzo, Esq., and Brya M. Keilson, Esq., at Morris James LLP, in Wilmington, Delaware. LOOT CRATE: Hire Sitrick Group as Communications Consultant ----------------------------------------------------------- Loot Crate, Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to hire Sitrick Group, LLC as their communications consultant. Sitrick will provide corporate communications consulting services, including writing and distributing press releases, consulting on public relations strategy, media relations, and media monitoring in connection with the Debtors' Chapter 11 cases. The Debtors have agreed to pay Sitrick a non-refundable retainer of $7,500 as a minimum fee, plus another $7,500 upon court approval of the agreement. Sitrick's standard hourly billing rates range from $195 to $1,200, depending on the professional performing the services. The firm will also be reimbursed for work-related expenses incurred, provided that any expense exceeding $500 must be pre-approved by the Debtors. Anita-Marie Laurie, a member of Sitrick, 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. Sitrick can be reached at: Anita-Marie Laurie Sitrick and Company 11999 San Vicente Blvd., Penthouse Los Angeles, CA 90049 Tel: (310) 788-2850 Fax: (310) 788-2855 Email: anitamarie@sitrick.com About Loot Crate Founded in 2012, Loot Crate, Inc. is a worldwide leader in fan subscription boxes. It partners with industry leaders in entertainment, gaming, sports and pop culture to deliver monthly themed crates; produces interactive experiences and digital content; and films original video productions. Since 2012, the company has delivered more than 32 million crates to fans in 35 territories across the globe. Loot Crate and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot Crate estimated less than $50 million in assets and $50 million to $100 million in liabilities. The companies tapped Bryan Cave Leighton Paisner LLP as lead counsel; Robinson & Cole LLP as Delaware and conflicts counsel; FocalPoint Securities, LLC, as investment banker; Portage Point Partners as financial advisor; and Mark Palmer of Theseus Strategy Group as chief transformation officer. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent and maintains the site https://case.stretto.com/lootcrate. LUMEE LLC: $500K Sale of All Assets to Case-Mate Approved --------------------------------------------------------- Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah authorized LuMee, LLC's sale of substantially all assets to Case-Mate, Inc. for (i) $500,000, cash and (ii) the assumption of the Assumed Liabilities. The Agreement and all of the terms and conditions thereof, are approved. The sale is free and clear of all Encumbrances of any kind, under section 363(f) of the Bankruptcy Code. Except to the extent that less favorable treatment has been agreed to by the non-debtor party or parties to each Assumed Contract, any monetary defaults arising under each Assumed Contract will be deemed satisfied by payment of all undisputed monetary defaults due under the Assumed Contracts, as set forth in the Agreement or as otherwise agreed to by the parties on or before the Closing Date. All other amounts will be held in escrow pending court resolution of any objections to the Sale Motion by parties to the Assumed Contracts. Subject to the foregoing and the other terms of the Sale Order, the Debtor is authorized and directed to assign to the Purchaser the Assumed Contracts except any Assumed Contracts not designated by the Purchaser according to the procedures set forth in the Sale Motion and approved in the Bidding Procedures Order. The Purchaser will designate all Assumed Contracts for assumption and assignment no later than the Closing Date. The Purchaser is not required to assume any of the Assumed Contracts. Notwithstanding anything to the contrary in the Order or the Agreement, no provision of the Order, the Agreement, or any agreement between the Debtor and the Purchaser for the provision of transitional services will authorize (a) the transfer of any license agreement between the Debtor and Oracle America, Inc., successor in interest to Netsuite, Inc., to any third party; or (b) use of any Oracle license agreement that is inconsistent with the relevant license grant including, without limitation, exceeding the number of authorized users, shared use or license splitting absent Oracle's express prior written consent. In accordance with the Stipulation entered into between WO-C2FO SPV, LLC and the Debtor, as approved by the Court upon Closing and receipt of the proceeds of the Sale, and subject to review by and approval of the Committee, the Debtor will immediately disburse directly to WO-C2FO SPV, LLC funds equal to the balance of its remaining unpaid secured claim as of the date of such disbursement. In accordance with the DIP Agreement, approved by the DIP Order, upon Closing and receipt of the proceeds of the Sale, and subject to review by and approval of the Committee, the Debtor may immediately disburse directly to the DIP Lender funds equal to the balance of the DIP Lender's claims for the DIP Loan, including all accrued principal and interest as of the date of such disbursement. The Purchaser and the Debtor are authorized to consummate the Sale subject to the terms and conditions of the Agreement. A copy of the Contract attached to the Order is available for free at: http://bankrupt.com/misc/LuMee_LLC_110_Order.pdf About LuMee LLC LuMee LLC -- https://www.lumee.com/ -- designs, manufactures, and sells illuminated smart phone cases and other mobile accessories. LuMee filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28, 2019. In the petition signed by Angela Shoemake, president and chief operating officer, the Debtor estimated $100,000 to $500,000 in assets and $4.2 million in liabilities. The case is assigned to Judge William T. Thurman. Brian M. Rothschild, Esq., at Parsons Behle & Latimer, is the Debtor's counsel. MALLINCKRODT PLC: Hires Latham, AlixPartners to Weigh Options ------------------------------------------------------------- Mallinckrodt Plc, faced with thousands of lawsuits that blame its pain pills for fueling the U.S. opioid epidemic, has hired restructuring advisers and may seek bankruptcy protection, Bloomberg News reported. Mallinckrodt has hired the law firm Latham & Watkins LLP and turnaround firm AlixPartners LLP to advise as it weighs its options, Bloomberg, citing people with knowledge of the situation, said. According to Reuters, the development comes as opioid makers in the United States, including Mallinckrodt, face pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. With more than 2,000 U.S. cities and counties seeking to recoup billions spent fighting the epidemic, drugmakers including Purdue Pharma LP and Insys Therapuetics Inc. have threatened or filed for bankruptcy as a way of trying to manage their losses. Ahead of the first federal trial next month over who's responsible for the public-health crisis, Mallinckrodt is exploring options that could include a bankruptcy filing if its costs become unmanageable, Bloomberg reported, citing people with knowledge of the matter. "The opiate litigation storm is speeding up," Patrick Trucchio of Berenberg wrote, according to Markets Insider. "Adverse outcomes or read throughs from these trials may signal further losses to come for MNK and for all the opioid-iverse." About Mallinckrodt Mallinckrodt PLC (NYSE:MNK) -– http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Mallinckrodt PLC reported net income of $161.7 million on $1.614 billion of revenue in the six months ended June 28, 2019, compared with a net loss of $2.4 million on $1.581 billion of revenue in the six months ended June 29, 2018. The Company's balance sheet at June 28, 2019, showed $10.22 billion in assets, including $241.1 million in cash, against $7.147 billion of liabilities. MDM HOLDINGS: Seeks Interim Permission to Use Cash -------------------------------------------------- MDM Holdings, Inc., asks the U.S. Bankruptcy Court for the Northern District of Alabama to use cash collateral, on an interim basis, in order to continue operating its business. Tazewell T. Shepard IV, Esq., of Sparkman, Shepard & Morris, P.C., discloses that as of the filing of this motion, the Debtor is currently determining its creditors’ various claims and interests. It had accounts receivable amounting to $27,300.74. The Debtor believes that its creditors’ interests are adequately protected and expects a profitable operation in the next three months. The Debtor proposes to grant replacement liens to all creditors holding valid perfected interests in the cash collateral, to the same extent, priority and validity as the creditors’ pre-petition liens. The budget for September 2019 projects a $50,000 income, and total expenses at $49,069, of which $18,232 is for payroll and $17,500 is for materials. A copy of the budget is accessible for free at http://bankrupt.com/misc/MDM_Holdings_Cash_Budget.pdf About MDM Holdings MDM Holdings, Inc., sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-82531) on Aug. 22, 2019, estimating less than $1 million in both assets and liabilities. SPARKMAN, SHEPARD & MORRIS, P.C., is the Debtor’s counsel. MHI HOLDINGS: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to MHI Holdings LLC, which is being acquired by The Carlyle Group and Stellex Capital Management through a leveraged buyout. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed $500 million term loan B and $100 million revolving credit facility. S&P's ratings on MHI reflects the company's limited geographic diversity, relatively modest size, possible earnings volatility due to the timing of ship repair contracts, and financial sponsor ownership. Partially offsetting these factors is a market with high barriers to entry, its strong position in a niche market segment, and favorable industry dynamics. Although leverage will be elevated in 2019 due to transaction-related costs, the rating agency expects debt to EBITDA will improve to 5.3x-5.7x in 2020 because of the absence of one-time costs and synergies. S&P's stable outlook on MHI reflects the rating agency's expectation that debt to EBITDA will be elevated in 2019 due to the transaction. Leverage should improve to 5.3x-5.7x in 2020 due to the absence of transaction-related costs, the benefits of cost synergies, and modest revenue growth. "We could lower the rating on MHI in the 12 months after the transaction closes if debt to EBITDA is above 7x and we do not expect it to improve," S&P said. This would most likely occur if there are merger integration problems, cost overruns on existing contracts, delays on new Navy ship repair contacts, lower demand for military or commercial ship repair, or, less likely, the company pursues debt financed acquisitions or dividends, according to the rating agency. "Although unlikely due to the company's ownership by a private equity sponsor, we could raise ratings on MHI in the next 12 months if debt to EBITDA improves to below 5x and we expect it to remain there even with possible acquisitions or dividends. This could be driven by additional debt repayment, better than expected synergies, or favorable industry conditions that meaningfully improve earnings growth," S&P said, adding that an upgrade would also require a commitment by the company's sponsors to maintain leverage at this level. MODERN POULTRY: Unsecured Creditors to Get 10% Over 72 Months ------------------------------------------------------------- Modern Poultry Systems, LLC, filed a Chapter 11 plan and accompanying disclosure statement. Class VI. Allowed general unsecured claims are impaired in the amount of $2,273,763.13 and any additions thereto as provided herein, other than claims held by insiders, shall be paid by the issuance of promissory notes. Each allowed nonpriority unsecured claim will be paid ten percent (10%) of the amount of its claim over 72 months, with no interest, with total estimated plan payments to of $1,960.67 per month, beginning in month 12 following the Effective Date of the Plan. Class III. Liberty Bank are impaired. Claim #17 asserting a claim for $7,687.33 secured by a lien on a 2008 Ford F350. This claim shall be paid at the monthly rate of $458.75 as stated in the contract until the claim, including any existing arrearage, is paid in full. This claim shall continue to be secured by the prepetition purchase money security interest, mortgage or lien held by the claim holder. Class IV. Wells Fargo Financial Leasing, Inc. are impaired. Asserting a claim for $2,389.54 secured by a lien on a compact tractor loader and auger. This claim shall be paid at the monthly rate of $488.15 as stated in the contract until the claim, including any existing arrearage, is paid in full. This claim shall continue to be secured by the prepetition purchase money security interest, mortgage or lien held by the claim holder. Class V. Liberty Bank are impaired. Asserting a claim for $128,144.82 secured by a lien on inventory as listed in an inventory list dated September 8, 2017. The Debtor entered into an agreement with claimant on September 8, 2017 for a loan in the principal amount of $125,270.00 with interest at 6.5% per annum and a maturity date of March 8, 2018. The secured portion of the claim shall be satisfied by surrender of the inventory to Liberty Bank, and any deficiency shall be treated as a general unsecured claim paid pursuant to the terms of paragraph. Class VII. Section 101(31)(B) of Title 11, U.S. Code, defines "insider" to include, if the Debtor is a corporation, a "relative of a general partner, director, officer or person in control of the debtor." The Debtor has scheduled as a general unsecured claim a debt to Willard F. Hooper in the amount of $15,100.00 for money loaned to the Debtor. Mr. Hooper is the father of Dale Hooper, operating member of the Debtor. The claim of Willard F. Hooper shall not be paid unless and until all other claims against the Debtor have been satisfied. Assets as of the filing of the Petition Date totals $960,720.27. A full-text copy of the Disclosure Statement dated August 29, 2019, is available at https://tinyurl.com/y3uo8z6c from PacerMonitor.com at no charge. Attorney for the Debtor: Tameria S. Driskill, Esq. P. O. Box 8505 Gadsden, AL 35902 Tel: (256) 546-5591 About Modern Poultry Systems Modern Poultry Systems, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-40259) on Feb. 19, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge James J. Robinson. MUSCLEPHARM CORP: Wynnefield Concerned Over Non-Filing of Reports ----------------------------------------------------------------- The Wynnefield Reporting Persons have expressed concerns by the degree by which Musclepharm Corp. is late in complying with its periodic reporting obligations, given that its Annual Report on Form 10-K for the 2018 fiscal year still has not been filed with the Commission, despite the fact that it is now more than four months past due, and its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019 have also not been filed. The Wynnefield Reporting Persons insist that the Issuer provide a concise update as to when it will be able to become compliant with its periodic reporting obligations, beginning with its Missing 10-K. "The Wynnefield Reporting Persons are also increasingly concerned in regard to the Issuer's potential legal costs in light of the recent lawsuits brought against the Issuer, including the proceedings brought by White Winston Select Asset Fund Series Fund MP-18, LLC and White Winston Select Asset Funds, LLC on August 21, 2018 (as disclosed in Amendment No. 1 to the Statement of Beneficial Ownership on Schedule 13D, filed on August 24, 2018, with respect to the shares of common stock of the Issuer). The Wynnefield Reporting Persons' concern is further enhanced by the Issuer's failure to publicly file its financial statements since these lawsuits were brought, and the shareholders' corresponding loss of insight into any legal expenses incurred by the Issuer. The Wynnefield Reporting Persons accordingly demand that the Issuer immediately provide a full accounting to its shareholders of these expenses, particularly the expenses incurred during the first six months of 2019," as stated in the Reporting Persons' Schedule 13D/A filed with the Securities and Exchange Commission. As of Aug. 20, 2019, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,931,305 shares of Common Stock, constituting approximately 12.6% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 15,314,667 shares outstanding as of Nov. 1, 2018, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2018, filed with the SEC on Nov. 14, 2018. Below are certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Wynnefield Partners Small Cap Value, L.P. I 735,182 4.8% Wynnefield Partners Small Cap Value, L.P. 538,025 3.5% Wynnefield Small Cap Value Offshore Fund, Ltd. 551,098 3.6% Wynnefield Capital, Inc. Profit Sharing Plan 107,000 0.7% Wynnefield Capital Management, LLC 1,273,207 8.3% Wynnefield Capital, Inc. 551,098 3.6% Nelson Obus 1,931,305 12.6% Joshua Landes 1,931,305 12.6% The Securities reported as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $5,850,951 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities. A full-text copy of the regulatory filing is available for free at: https://is.gd/RsInIq About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.musclepharm.com/and http://www.musclepharmcorp.com/-- develops, manufactures, markets and distributes branded nutritional supplements. Its portfolio of recognized brands includes MusclePharm Sport Series, Essential Series and FitMiss, as well as Natural Series, which was launched in 2017. These products are available in more than 100 countries worldwide. MusclePharm is an innovator in the sports nutrition industry with clinically proven supplements that are developed through a six-stage research process utilizing the expertise of leading nutritional scientists, physicians and universities. MusclePharm incurred a net loss of $10.97 million in 2017 compared to a net loss of $3.47 million in 2016. As of Sept. 30, 2018, the Company had $28.34 million in total assets, $45.82 million in total liabilities, and a total stockholders' deficit of $17.47 million. NAVICURE INC: Moody's Assigns B3 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned credit ratings to Navicure, Inc. (New), including a B3 Corporate Family Rating, a B3-PD Probability of Default rating, and B2 ratings on a proposed $125 million first-lien revolving credit facility and $825 million first-lien term loan. Proceeds from the term loan and from a proposed second-lien term loan, plus rolled over equity from Bain Capital and new equity from both Canada Pension Plan Investment Board and EQT Partners, will be used to pay off approximately $750 million of existing debt at Navicure, satisfy transaction fees, and allow CPPIB and EQT to take a majority position in the company, whose enterprise value as a result of this transaction is $2.7 billion. The ratings outlook is stable. Upon completion of this LBO transaction, Moody's expects the debt of the issuer's predecessor to be repaid in full and all of the predecessor's ratings to be withdrawn. Assignments: Issuer: Navicure, Inc. (New) Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Gtd Senior Secured 1st lien Term Loan due 2026, Assigned B2 (LGD3) Gtd Senior Secured 1st lien Revolving Credit Facility due 2024, Assigned B2 (LGD3) Outlook Actions: Issuer: Navicure, Inc. (New) Outlook, Assigned Stable RATINGS RATIONALE Navicure's credit profile reflects its small, roughly $325 million revenue scale, exceptionally high debt-to-EBITDA leverage that Moody's expects will moderate, and subsiding acquisition integration risks as the healthcare revenue cycle management technology provider relevers itself under new private equity ownership. The company met its expectations for deleveraging and its own goals for synergy realization in the two years since its late-2017 acquisition of ZirMed, an industry player fifty percent larger but less profitable than Navicure itself. With most integration expenses behind the company, adjustments to EBITDA will be less significant going forward. Moody's expects the Moody's-adjusted debt-to-EBITDA leverage to moderate towards 8.0 times by late 2020, still high for the B3 ratings category. Moody's believes that servicing the LBO's debt load limits Navicure's operational and financial flexibility in a highly competitive, consolidating environment that includes many players, some considerably larger and less leveraged than Navicure. Certain of those competitors offer the same or even more services along the healthcare RCM continuum, and customers may opt to limit the number of vendors they use in order to simplify the outsourcing of complex RCM services. Navicure seeks to distinguish itself by offering a next-generation, SaaS-based suite of products serving a broad, loyal customer base of thousands of small to medium sized physicians' offices and hospitals and post-acute care facilities. Moody's believes that Navicure's having achieved high-single-digit-percentage revenue growth and improving margins supports the rationale for the ZirMed combination. Market share growth and cross-selling opportunities will continue to allow for similarly healthy revenue growth over the next few years, and Moody's expects, in the absence of debt-financed acquisitions, that Navicure will again delever steadily. Healthcare industry trends -- including increased healthcare spending, higher patient volumes with lower margins, a rise in costs attributed to waste and abuse, and greater, regulatory-driven complexity in the billing process itself -- also support the rating. Moody's views Navicure's liquidity as adequate, as demonstrated by free cash flows that, with the company facing a 50% increase in annual interest expense (to about $75 million), will be pressured in the short term. Moreover, there is minimal balance sheet cash at closing of the transaction. Revenue and margin growth should enable free cash flow to be modestly positive in 2020. The $125 million revolving credit facility, undrawn at closing, will support weakness in cash flows, which have been unpredictable due to Navicure's small size, one-time costs, and working capital swings. The transaction's loose covenant package, including a springing first-lien leverage limit when the revolver is 35% drawn and no covenants associated with the term loans, suggests the company will have unimpeded access to the liquidity facility in early quarters. Navicure's corporate governance poses risks through both the high financial leverage employed and private equity ownership, which typically places shareholder interests above those of creditors. The stable rating outlook reflects Moody's expectation that top-line growth of at least 5 to 7% and modest corresponding margin improvement will allow for positive free cash flow as well as for steady deleveraging, albeit from a level that is exceptionally high at the outset of the CPPIB-EQT LBO. The ratings could be upgraded if earnings growth enables Navicure to sustain Moody's-adjusted debt-to-EBITDA leverage below 6.0 times, and if free cash flow as a percentage of debt is expected to be sustained in at least the mid-single digits. A ratings downgrade could result if Moody's expects free cash flow to turn negative, or if access to the revolver appears threatened. Failure to achieve at least mid-single-digit revenue growth or to make progress towards delevering would also pressure the rating. Louisville, Kentucky-based Navicure, Inc. provides SaaS-based revenue cycle management services, focusing on healthcare claims management and patient payment solutions, to physicians' offices and, including the operations of ZirMed (acquired in late 2017), small hospitals and post-acute-care facilities. Moody's expects Navicure to generate 2019 revenues of close to $325 million, a 12% increase over 2018. Bain Capital, the company's owner since 2016, is expected to sell approximately 75% of its position to Canada Pension Plan Investment Board and EQT Partners in a second-half-2019 LBO. NORPAC FOODS: U.S. Trustee Forms 4-Member Committee --------------------------------------------------- Gregory Garvin, acting U.S. trustee for Region 18, on Aug. 30 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of NORPAC Foods, Inc. and its affiliates. The committee members are: (1) Packaging Corporation of America 1 N. Field Court Lake Forest, Illinois 60045 Attention: Vince Carrera Phone: 847-482-8747 Fax: 847-482-8749 VinceCarrera@packagingcorp.com (2) Syngenta Seeds, LLC P.O. Box 18300 Greensboro, NC 27419 Attention: David Conaway, Esq. Phone: 704-576-4490 dconaway@shumaker.com (3) VLM Foods USA Ltd. 8 The Green #6152 Dover, DE 19901 Attention: Mark FeDuke Phone: 302-401-6474 514-426-4100 (ext. 223) Fax: 514-426-5977 Mark@ardovlm.com (4) Mohawk Northern Plastics, LLC dba Ampac 701 A Street NE Auburn, WA 98002 Attention: Eric Bradford, CFO Phone: 920-967-8605 Eric.bradford@proampac.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About NORPAC Foods Inc. Founded in 1924 and headquartered in Salem, Ore., NORPAC Foods, Inc. (www.norpac.com), a farmer-owned cooperative, along with its wholly-owned subsidiaries Hermiston Foods, LLC and Quincy Foods, LLC is an independent, standalone processor of organic and conventional frozen vegetables and fruits in the Pacific Northwest. NORPAC is a cooperative owned by more than 140 members. Quincy and Hermiston are single-member limited liability companies whose sole member is NORPAC. The Debtors own and operate raw processing plants in Brooks and Stayton, Ore., a packaging plant in Salem, Ore., and a raw processing, packaging, and roasting facility in Quincy, Wash. The Debtors have more than 1,125 full-time employees along with up to 1,100 seasonal employees. The Debtors have a diverse supplier base built on an extensive network of more than 220 contract growers made up of family-owned farms (145 farms in Oregon and 75 farms in Washington) spanning more than 40,000 acres. NORPAC Foods, Hermiston Foods and Quincy Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-62584) on Aug. 22, 2019. At the time of the filing, NORPAC Foods disclosed assets of between $100 million and $500 million and liabilities of the same range. The other Debtors had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. The cases have been assigned to Judge Peter C. McKittrick. The Debtors tapped Tonkon Torp LLP as legal counsel; SierraConstellation Partners LLC as restructuring advisor; and Kurtzman Carson Consultants LLC as noticing agent. O'BENCO IV: $27M Sale of Oil & Gas Assets to Etxenergy Approved --------------------------------------------------------------- Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern District of Texas authorized O'Benco IV, LP's sale of oil and gas assets to Etxenergy, LLC for $26.95 million, plus the assumption of the Assumed Liabilities, pursuant to the terms of their Asset Purchase Agreement, dated Aug. 27, 2019. The Sale Hearing was held on Aug. 30, 2019. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, the Asset Purchase Agreement, the assumption and assignment of the Assigned Contracts to the Buyer as of the Closing Date and the Sale of the Stalking Horse Assets and the other transactions contemplated thereby are approved in all respects. The sale is free and clear of any and all Interests (other than Permitted Encumbrances and the Assumed Liabilities) in accordance with the terms of the Asset Purchase Agreement and the Sale Order. Pursuant to Section 365(f) of the Bankruptcy Code, and notwithstanding any provision of any contract governing the Stalking Horse Assets or any Assigned Contract to be assumed and assigned to the Buyer or applicable non-bankruptcy law that prohibits, restricts, or conditions the assignment of the Stalking Horse Assets or the Assigned Contracts, the Debtor is authorized to (a) assign, sell and transfer the Stalking Horse Assets to the Buyer and (b) assume and assign the Assigned Contracts to the Buyer, which assignments will take place on and be effective as of the Closing Date or as otherwise provided by a separate order of the Court. As of the Closing, subject to the provisions of the Sale Order, the Buyer will succeed to the entirety of the Debtor's rights and obligations in the Assigned Contracts to be assumed and assigned to the Buyer first arising and attributable to the time period occurring on or after the Closing and will have all rights thereunder. For the avoidance of doubt, the ad valorem tax liens of Atlanta ISD, Harris County, Robertson County, and Shelby County for the 2019 tax year are expressly retained against the Stalking Horse Assets until payment is made to fully satisfy the 2019 ad valorem taxes, and any penalties or interest which may ultimately accrue to those 2019 taxes if not timely paid. The Buyer is authorized in connection with the consummation of the Sale to allocate the Stalking Horse Assets, including the Assigned Contracts, among its affiliates, designees, assigns, and/or successors, in a manner as it in its sole discretion deems appropriate, and to assign, lease, sublease, license, sublicense, transfer, or otherwise dispose of any of the Stalking Horse Assets, including the Assigned Contracts, to its affiliates, designees, assignees and/or successors with all of the rights and protections accorded to the Buyer under the Sale Order and the Asset Purchase Agreement with respect thereto. The Debtor will cooperate with and take all actions reasonably requested by the Buyer to effectuate any of the foregoing. The Break-Up Fee and Expense Reimbursement are approved, and will be payable by the Debtor to Valence Operating Company only in the event that the Debtor consummates a sale of the Stalking Horse Assets with the Buyer. The Buyer will not be required to seek or obtain relief from the automatic stay under section 362 of the Bankruptcy Code to enforce any of its remedies under the Asset Purchase Agreement or any other sale-related document. The automatic stay imposed by section 362 of the Bankruptcy Code is modified solely to the extent necessary to implement the provisions of this Sale Order and the transactions contemplated by the Asset Purchase Agreement. The Sale Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary, the Court expressly finds there is no reason for delay in the implementation of the Sale Order and, accordingly: (i) the terms of this Sale Order will be immediately effective and enforceable upon its entry and the 14-day stay provided in Bankruptcy Rule 6004(h) and Bankruptcy Rule 6006(d) is expressly waived and will not apply; (ii) the Debtor is not subject to any stay in the implementation, enforcement or realization of the relief granted in the Sale Order; and (iii) the Debtor may, in its discretion and without further delay, take any action and perform any act authorized under the Sale Order. FPCC USA, Inc. is declared the Back-Up Bidder for the Stalking Horse Assets. Subject to, and in accordance with, the terms of the Sale Order, the Debtor is authorized to consummate, complete and close the sale of the Stalking Horse Assets and the assumption and assignment of the Assigned Contracts to the Back-Up Bidder in the event that the sale to the Buyer as contemplated by the Asset Purchase Agreement does not close for any reason whatsoever, without further order of the Court. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/OBENCO_IV_117_Order.pdf About O'Benco IV LP O'Benco IV, LP -- https://www.obrienenergyco.com/ -- is an exploration and production company based in Shreveport, La. O'Benco IV sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 19-60384) on June 3, 2019. At the time of the filing, the Debtor disclosed assets of between $100 million and $500 million and liabilities of the same range. The Debtor is represented by William A. Wood III, Esq., at Bracewell LLP. O'BENCO IV: 3.4M Sale of Oil & Gas Assets to Pachira Oil Approved ----------------------------------------------------------------- Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern District of Texas authorized O'Benco IV, LP's sale of all of its oil and gas assets in Kansas, West Texas, and other assets to Pachira Oil and Gas, LLC for $3.4 million, plus the assumption of the Assumed Liabilities, pursuant to the terms of their Asset Purchase Agreement, dated Aug. 27, 2019. The Sale Hearing was held on Aug. 30, 2019. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, the Asset Purchase Agreement, the assumption and assignment of the Assigned Contracts to the Buyer as of the Closing Date and the Sale of the Kansas, West Texas, and Other Assets and the other transactions contemplated thereby are approved in all respects. The sale is free and clear of any and all Interests (other than Permitted Encumbrances and the Assumed Liabilities) in accordance with the terms of the Asset Purchase Agreement and the Sale Order. Upon the Closing, the Sale Order will be construed and will constitute for any and all purposes a full and complete general assignment, conveyance and transfer of all of the Debtor's right, title and interest in the Kansas, West Texas, and Other Assets and/or a bill of sale transferring good and marketable title in such Kansas, West Texas, and Other Assets to the Buyer at the Closing pursuant to the terms of the Asset Purchase Agreement, free and clear of all Interests. Pursuant to section 365(f) of the Bankruptcy Code, and the Asset Purchase Agreement, and notwithstanding any provision of any contract governing the Kansas, West Texas, and Other Assets or any Assigned Contract to be assumed and assigned to the Buyer or applicable non—bankruptcy law that prohibits, restricts, or conditions the assignment of the Kansas, West Texas, and Other Assets or the Assigned Contracts, the Debtor is authorized to (a) assign, sell and transfer the Kansas, West Texas, and Other Assets to the Buyer and (b) assume and assign the Assigned Contracts to the Buyer, which assignments will take place on and be effective as ofthe Closing Date or as otherwise provided by a separate order of the Court. As ofthe Closing, subject to the provisions of the Sale Order, the Buyer will succeed to the entirety of the Debtor's rights and obligations in the Assigned Contracts to be assumed and assigned to the Buyer first arising and attributable to the time period occurring on or after the Closing and will have all rights thereunder. For the avoidance of doubt, the ad valorem tax liens of Atlanta ISD, Harris County, Robertson County, and Shelby County for the 2019 tax year are expressly retained against the Kansas, West Texas, and Other Assets until payment is made to fully satisfy the 2019 ad valorem taxes, and any penalties or interest which may ultimately accrue to those 2019 taxes ifnot timely paid. The Buyer is authorized in connection with the consummation of the Sale to allocate the Kansas, West Texas, and Other Assets, including the Assigned Contracts, among its affiliates, designees, assigns, and/or successors, in a manner as it in its sole discretion deems appropriate, and to assign, lease, sublease, license, sublicense, transfer, or otherwise dispose of any of the Kansas, West Texas, and Other Assets, including the Assigned Contracts, to its affiliates, designees, assignees and/or successors with all of the rights and protections accorded to the Buyer under the Sale Order and the Asset Purchase Agreement with respect thereto. The Debtor will cooperate with and take all actions reasonably requested by the Buyer to effectuate any of the foregoing. The Buyer will not be required to seek or obtain relief from the automatic stay under section 362 ofthe Bankruptcy Code to enforce any of its remedies under the Asset Purchase Agreement or any other sale-related document. The automatic stay imposed by section 362 of the Bankruptcy Code is modified solely to the extent necessary to implement the provisions of the Sale Order. The Sale Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary, the Court expressly finds there is no reason for delay in the implementation of the Sale Order and, accordingly: (i) the terms of the Sale Order will be immediately effective and enforceable upon its entry and the 14-day stay provided in Bankruptcy Rule 6004(h) and Bankruptcy Rule 6006(d) is expressly waived and will not apply; (ii) the Debtor is not subject to any stay in the implementation, enforcement or realization of the relief granted in the Sale Order; and (iii) the Debtor may, in its discretion and without further delay, take any action and perform any act authorized under the Sale Order. The combined bid of (a) Ritchie Exploration, Inc. for the Kansas Assets in the cash bid amount of $2,451,000 and (b) 02 Energy, LLC for the West Texas and Other Assets in the cash bid amount of $924,000 is hereby declared the Back—Up Bid for the Kansas, West Texas, and Other Assets, and Ritchie Exploration, Inc. and 02 Energy, LLC together are declared the Back-Up Bidder for the Kansas, West Texas, and Other Assets. Subject to, and in accordance with, the terms of the Sale Order, the Debtor is authorized to consummate, complete and close the sale ofthe Kansas, West Texas, and Other Assets and the assumption and assignment of the Assigned Contracts to the Back-Up Bidder in the event that the sale to the Buyer as contemplated by the Asset Purchase Agreement does not close for any reason whatsoever, without further order of the Court. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/OBENCO_IV_118_Order.pdf About O'Benco IV LP O'Benco IV, LP -- https://www.obrienenergyco.com/ -- is an exploration and production company based in Shreveport, La. O'Benco IV sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 19-60384) on June 3, 2019. At the time of the filing, the Debtor disclosed assets of between $100 million and $500 million and liabilities of the same range. The Debtor is represented by William A. Wood III, Esq., at Bracewell LLP. ODES INDUSTRIES: Seeks to Hire Eric A. Liepins as Legal Counsel --------------------------------------------------------------- Odes Industries, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Eric A. Liepins, P.C. as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm's hourly rates are: Eric Liepins, Esq. $275 Paralegals/Legal Assistants $30 - $50 Eric Liepins, Esq., disclosed in court filings that his firm does not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Telecopier: (972) 991-5788 Email: eric@ealpc.com About Odes Industries Odes Industries, LLC, an all-terrain vehicle (ATV) manufacturer in Forth Worth, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-43582) on Aug. 31, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Edward L. Morris. Eric A. Liepins, P.C., is the Debtor's counsel. PALM HEALTHCARE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 cases of Palm Healthcare Company and its affiliates, Miami Real Estate Trust LLC, Interloc Properties LLC and Palm Partners LLC, according to court dockets. About Palm Healthcare Co. Palm Healthcare Company -- http://palmhealthcare.com/-- owns and operates an addiction treatment center in Delray Beach, Florida. The Company's treatment programs are structured as a combination of 12-Step model, cognitive therapy, behavioral therapy, holistic modalities and aftercare services. Palm Healthcare Company (Bankr. S.D. Fla. Case No. 19-19156) and affiliates Palm Partners, LLC (Bankr. S.D. Fla. Case No. 19-19161), Interloc Properties, LLC (Bankr. S.D. Fla. Case No. 19-19163), and Miami Real Estate Trust, LLC (Bankr. S.D. Fla. Case No. 19-19164), sought Chapter 11 protection on July 11, 2019. Palm Healthcare estimated assets and liabilities in the range of $0 to $50,000; and Palm Partners estimated assets in the range of $0 to $50,000, and debt of $1 million to $10 million. The cases are assigned to Judge Erik P. Kimball. The Debtors tapped Robert C. Furr, Esq., at Furrcohen P.A., as counsel. PATRIOT PEST: Court Conditionally Approves Disclosure Statement --------------------------------------------------------------- The disclosure statement explaining the Chapter 11 plan filed by Patriot Pest Management, Inc. is conditionally approved. October 1, 2019, 10:30 AM is set for the hearing on final approval of the disclosure statement (if a written objection has been timely filed) and for the hearing on confirmation of the plan, which will be held at Donald Stuart Russell Federal Courthouse, 201 Magnolia Street, Spartanburg, South Carolina. September 28, 2019 is set as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. About Patriot Pest Management Inc. Patriot Pest Management, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 19-00248) on Jan. 11, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Helen E. Burris. The Cooper Law Firm is the Debtor's legal counsel. PREMIER EXHIBITIONS: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 21, objects to final approval of the Disclosure Statement to Accompany Plan of Liquidation and to confirmation of the Premier Exhibitions, Inc., et al.'s Plan of Liquidation Under Chapter 11. The U.S. Trustee points out that the Debtors fail to define and/or identify which "Governmental Units" will be enjoined and fail to identify the individuals whom they are enjoined from taking action against. The U.S. Trustee further points out that the Injunction provision does not afford affected parties due process in that it fails to identify who is enjoined and whom they are prohibited from acting against. About Premier Exhibitions Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a presenter of museum quality exhibitions throughout the world. Premier -- http://www.PremierExhibitions.com/-- develops and displays unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES. The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. In the petitions signed by former CFO and COO Michael J. Little, the Debtors estimated both assets and liabilities of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson Mullins Riley & Scarborough LLP, serve as the Debtors' counsel. The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as special litigation counsel, outside general counsel, securities counsel, and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods LLP as special litigation counsel; Steven L. Berson, Esq., at Dentons US LLP and Dentons Canada LLP as outside general counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as outside general counsel and securities counsel. The Debtors also employed Ronald L. Glass as Chief Restructuring Officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016, appointed three creditors to serve on an official committee of unsecured creditors. The Committee hired Avery Samet, Esq., and Jeffrey Chubak, Esq., at Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A. Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel. The official committee of equity security holders of Premier Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo Securities LLC as financial advisor. The Chapter 11 Cases were originally jointly administered under the lead case of In re: RMS Titanic, Inc. (Case No. 16-02230). Following the dismissal of the RMST case on March 11, 2019, the remaining Chapter 11 Cases became jointly administered under the lead case of In re: Premier Exhibitions, Inc. (Case No. 16-2232). PRESTIGE WORLDWIDE: Furniture Co Wins Cash Access Until Nov. 30 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio approves, on an interim basis, the cash collateral motion filed by Prestige Worldwide Furniture in order to pay ordinary and necessary expenses from Aug. 14, 2019 through Nov. 30, 2019 or the earlier in occurrence of certain events. Specifically, the Court approves the agreement reached between the Debtor and Northwest Bank, as follows: * the Debtor will pay Northwest Bank $4,000 by the 5th of each month beginning Sept. 5, 2019 and continuing on the 5th of each month thereafter within the time set forth in the Order; * Northwest Bank is granted a valid and perfected replacement security interest in the Debtor's property from the Petition Date; * The Debtor will open three deposit accounts with Northwest Bank: one for operating expenses, one for taxes, and one for payroll expenses; * Northwest Bank will move $100,000 from account x1438 into the Account that will be used for operating expenses; * The Debtor must maintain a balance of at least $100,000 in the Operating Account. If the amount in the Operating Account is below $100,000 at the close of any month, then within 10 days after such shortage arises, the Debtor must pay Northwest Bank a sum equal to the difference between that end-of-month amount and $100,000 as additional adequate protection; * The Debtor will provide complete information about its finances to Northwest Bank on a daily basis, including report on inventory. The Debtor will complete its inventory taking by Sept. 18, 2019 at 7 p.m. Eastern time. * The Debtor will provide Northwest Bank information and documents within 24 hours after the request is made. The Debtor may use cash collateral from August 14, 2019 through November 30, 2019 unless any of these events occur earlier: (a) the confirmation, conversion or dismissal of this Chapter 11 case; (b) the Debtor's unauthorized use of the cash collateral; (c) the Debtor ceasing of business operation as a Debtor-In-Possession, provided that any security interest granted or recognized pursuant to this Order will remain effective until all debts have been repaid in full; (d) the date of entry of a Court Order terminating this Order for cause; (e) entry of an order granting Northwest Bank relief from the automatic stay; A copy of the Order is accessible for free at http://bankrupt.com/misc/Prestige_W_Cash_Ord.pdf About Prestige Worldwide Furniture Prestige Worldwide Furniture, LLC, is an owner and operator of furniture stores in Mentor, Ohio. Prestige Worldwide Furniture sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-15022) on Aug. 14, 2019. In the petition signed by Tom Muniak, managing member, the Debtor disclosed assets totaling $1,014,084, and its liabilities totaling $1,909,645. Judge Arthur I. Harris oversees the Debtor's case. Glenn E. Forbes, Esq., at FORBES LAW LLC, represents the Debtor. R-BOC REPRESENTATIVES: Minemeyer to Get Quarterly Payments at 1.5% ------------------------------------------------------------------ R-Boc Representatives, Inc., and Robert and Carolyn Lundeen, filed an amended Chapter 11 plan and accompanying amended Disclosure Statement providing that Class 2 - John Minemeyer claim, estimated in the amount of $2,369.676, will be paid in full in quarterly installments over ten years plus interest at the federal judgment rate of 1.5%. Payment will commence at the conclusion of the quarter in which the plan is confirmed. Quarterly installments shall be in the sum of $63,831 and will be paid directly to Minemeyer by the Debtors. Alternatively, should Minemeyer elect to accept, the Debtor will pay Minemeyer the sum of $1,500.000 within 90 days of the effective date of the plan, in exchange for a release of all claims. Minemeyer's claim was filed in the amount of $6,689,472, but is subject to reduction on account of the Dura-Line and Precision Custom Molders Inc. payments and any payment from the estate of Edward Krajecki. Should Minemeyer fail to amend the claim to reflect this, debtors will object to the claim. Class 3 shall consist of the equity interest of Robert and Carolyn Lundeen in R-BOC Representatives, Inc. Based upon the full payment of all creditors, they will retain their ownership interest in R-BOC. R-BOC Representatives, Inc. and Robert and Carolyn Lundeen sole source of income is derived from their operation of R-BOC and the wages received on account of their services provided to R-BOC. A full-text copy of the Combined Amended Disclosure Statement dated August 29, 2019, is available at https://tinyurl.com/y2j8w9dz from PacerMonitor.com at no charge. About R-BOC Representatives R-BOC Representatives, Inc., is an Illinois corporation with its principal place of business in Saint Charles, Illinois. Established in June 2003, R-BOC Representatives manufactures plastic, reverse-threaded couplers, micro-couplers, and Push-2-Connect couplers for the telecommunications market serving the Ohio, Michigan, Indiana, Illinois, Wisconsin, Iowa, and Minnesota areas. R-BOC Representatives, Inc., based in Saint Charles, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-28555) on Sept. 25, 2017. In the petition signed by Carolyn Lundeen, president, the Debtor estimated $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The Hon. Deborah L. Thorne oversees the case. Richard G. Larsen, Esq., at Springer Brown, LLC, serves as bankruptcy counsel. RAIT FUNDING: Taps Epiq Corporate as Claims Agent ------------------------------------------------- RAIT Funding, LLC, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC, as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Epiq will charge these hourly fees: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VPs $160 – $165 Solicitation Consultant $190 Executive VP, Solicitation $190 Executives No Charge Before the petition date, the Debtors provided Epiq a retainer in the amount of $25,000. Regina Amporfro, an Epiq consultant, disclosed in court filings that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Epiq can be reached through: Regina Amporfro Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 About RAIT Funding RAIT Funding, LLC and its affiliates, including RAIT Financial Trust, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11915) on Aug. 30, 2019. RAIT -- https://www.rait.com/ -- is an internally-managed real estate investment trust focused on managing a portfolio of commercial real estate loans and properties. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Brendan Linehan Shannon. The Debtors tapped Drinker Biddle & Reath LLP as bankruptcy counsel; UBS Securities LLC as investment banker; M-III Partners L.P. as restructuring and financial advisor; Ledgewood PC as tax counsel; and Epiq Corporate Restructuring, LLC as claims and noticing agent. REAGOR-DYKES MOTORS: Dykes to Provide Financing For Plan Approval ----------------------------------------------------------------- Reagor-Dykes Motors, LP, and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Texas to incur postpetition financing from Rick Dykes. During the cases, the Debtors have worked diligently with many parties to sell or recapitalize the business. Recently, the Debtors filed a chapter 11 plan to expedite their exit from bankruptcy, proposing a possible restructuring/restart or orderly liquidation through a liquidation trust, if such restructuring/restart is not achievable in the near future. To help the Debtors achieve that possible restructuring/restart, Rick Dykes has agreed to provide the Debtors with debtor-in-possession financing to pay operating expenses incurred between now and plan confirmation. For the proposed refinancing, Rick Dykes will receive equity in the reorganized debtors if a restructuring/restart occurs, or an unsecured claim with administrative-expense priority subordinate only to chapter 11 professional fees, depending on which plan option (restructuring/restart or liquidation) is implemented. The Debtors believe that the proposed debtor-in-possession financing will allow them to pursue plan confirmation and exit bankruptcy in a way that benefits West Texas, consumers, retail lenders, secured creditors, unsecured creditors, and other parties in interest. The loan proceeds will pay expenses necessary to pay pre-confirmation operating expenses. About Reagor-Dykes Motors Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a dealer of automobiles headquartered in Lubbock, Texas. The Company offers new and used vehicles, automobile parts, and other related accessories, as well as car financing, leasing, repair, and maintenance services. Some of its new vehicles include brands like Ford, Toyota, GMC, Cadillac, Chevrolet and Buick. Reagor-Dykes Motors, LP, based in Lubbock, TX, and its debtor-affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 18-50214) on Aug. 1, 2018. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Bart Reagor, managing member of Reagor Auto Mall I, LLC, general manager and Rick Dykes, managing member of Reagor Auto Mall I, LLC, general partner. The Hon. Robert L. Jones presides over the case. David R. Langston, Esq., at Mullin Hoard & Brown, L.L.P., serves as bankruptcy counsel. BlackBriar Advisors LLC personnel is serving as CRO for the Debtor. JND Corporate Restructuring serves as its noticing, claims and balloting agent. RESTORE SUCH: Seeks to Hire J. Eugene Miles as Legal Counsel ------------------------------------------------------------ Restore Such A One Deliverance Center, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire the Law Office of J. Eugene Miles, LLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include the preparation of a bankruptcy plan and legal advice regarding its rights, powers and duties under the Bankruptcy Code. J. Eugene Miles neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Jason E. Miles, Esq. Law Office of J. Eugene Miles, LLC 711 St. Paul Street Baltimore, Md. 21202 Phone: (410) 727-0406 Email: jem3472@gmail.com About Restore Such A One Deliverance Center Restore Such A One Deliverance Center, Inc., which conducts business under the name Restoring Kingdom Center, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-20493) on Aug. 5, 2019. At the time of the filing, the Debtor disclosed assets of between $50,001 and $100,000 and liabilities of the same range. The case is assigned to Judge Robert A. Gordon. RUI HOLDING: Sept. 18 Auction of All Assets Set ----------------------------------------------- Judge Jeffrey J. Graham of U.S. Bankruptcy Court for the District of Delaware authorized the sale procedures of RUI Holding Corp. and affiliates in connection with the sale of assets to Landry's, LLC for (a) a cash payment equal to $37.2 million less the good faith Deposit; (b) the assumption by Buyer of the Assumed Liabilities; (c) the payment of an amount in cash in an amount not to exceed $450,000 in payment of the Sellers' estimated accrued and unpaid workers compensation liabilities; and (d) the payments and adjustments to the Cash Payment otherwise required, subject to overbid. The Stalking Horse Agreement is approved and the Debtors are authorized to execute same. The Sale Procedures are approved in their entirety and will govern all bids and other activities relating to sale of the Purchased Assets. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 16, 2019 at 4:00 p.m. (ET) b. Initial Bid: Additional Qualified Bids must be made in increments greater than the prior Qualified Bid plus $250,000 c. Deposit: 10% of the value otherwise ascribed to such Bid d. Auction: The Auction will be organized and conducted by the Debtors on Sept. 18, 2019 at 10:00 a.m. (ET) at the office of Klehr Harrison Harvey Branzburg LLP, counsel to the Debtors, 1835 Market Street, Suite 1400, Philadelphia, Pennsylvania 19103, or such other time or such other place as the Debtors will notify all Qualified Bidders, the U.S. Trustee, the DIP Agent, the Pre-Petition Agent, the Required Lenders, any official committee appointed in these Chapter 11 Cases, and any other parties by filing a notice of such other time and place with the Court. e. Bid Increments: $250,000 f. Sale Hearing: Sept. 23, 2019 at 1:30 p.m. (ET) g. Sale Objection Deadline: Sept. 16, 2019 at 4:00 p.m. (ET) The Debtors will file and serve on all Contract Counterparties, by Aug. 30, 2019, the Assignment Notice on each Non-Debtor Counterparty whose executory contract or unexpired lease may be assumed and assigned to the Prevailing Bidder. The Contract Designation Deadline is Oct. 31, 2019. The Cure/Assignment Objection Deadline is Sept. 16, 2019 at 4:00 p.m. (ET). The Adequate Assurance Objection Deadline is Sept. 20, 2019 at 4:00 p.m. (ET). The Debtors' decision to assume and assign the Potential Designated Contracts is subject to Court approval and consummation of a sale transaction with a Prevailing Bidder. The Stalking Horse Purchaser will serve as a "stalking horse" bid at the Auction and, as an actual and necessary cost and expense of preserving the value of the Debtors' estates, the Stalking Horse will be entitled, in accordance with Section 5.3(b) of the Stalking Horse Agreement, to (i) a break-up fee in an amount of $1,116,000 and (ii) expense reimbursement of actual, necessary, documented out of pocket expenses up to an amount not to exceed $300,000. The Breakup Fee and the Expense Reimbursement are approved as an allowed administrative expense claim in the Chapter 11 Cases, and, if triggered, will be paid to the Stalking Horse Purchaser within three Business Days following the closing of such sale to a third party, and will be paid to Stalking Horse Purchaser prior to the payment of the proceeds of such sale to any third party asserting a Lien on the Purchased Assets (and no Lien of any third party will attach to the portion of the sale proceeds representing the Breakup Fee or the Expense Reimbursement). Subject to Paragraph 10(a) of Exhibit 1 to the Order Approving Stipulation (I) Authorizing and Directing Payment of PACA Trust Claims of Triple "B" Corp. D/B/A Charlie's Produce, Bix Produce Company, LLC and FreshPack Produce, Inc. and (II) Granting Related Relief, the Pre-Petition Agent, on behalf of the Pre-Petition Lenders, and the DIP Agent, on behalf of the DIP Lenders, or their designee, will be entitled to credit bid all or a portion of the outstanding obligations owing to the Pre-Petition Agent and/or DIP Agent by the Debtors in accordance with section 363(k) of the Bankruptcy Code and as directed by the Pre-Petition Lenders and DIP Lenders, as applicable, in accordance with the DIP Agreement, and nothing in the Order or in the Sale Procedures will prejudice or impair such credit bid rights. The form of the Sale Notice is approved in all respects. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and the Order will be effective immediately upon its entry. The requirements of Local Rule 6004-1 are waived with respect to the Motion to the extent applicable. A copy of the Sale Procedures attached to the Order is available for free at: http://bankrupt.com/misc/RUI_Holding_169_Order.pdf About RUI Holding Corp. RUI Holding Corp. and its subsidiaries -- https://www.r-u-i.com/ -- operate 18 different restaurant brands in 35 locations throughout six states. Unique restaurant concepts run by the companies include Portland City Grill, Palisade, Cutters Crabhouse, and Skates on the Bay. The companies' multi-unit brands include Kincaid's, Palomino, Henry's Tavern, Portland Seafood Company and Stanford's. The companies have 1,885 part-time hourly employees, 168 full-time restaurant salaried employees, and 50 salaried employees at their corporate headquarters in Seattle. RUI Holding and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11509) on July 7, 2019. At the time of the filing, the Debtors disclosed assets of between $50 million and $100 million and liabilities of the same range. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as bankruptcy counsel; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC, as claims and noticing agent. SAMM SOLUTIONS: Seeks Court Approval to Hire Accountant ------------------------------------------------------- SAMM Solutions, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire an accountant. In an application filed in court, the Debtor proposes to employ Jeanne Goddard, a certified public accountant employed with NGS LLP, to keep accounting records of its ongoing business activities necessary to report to the court pending the implementation of its Chapter 11 plan. Ms. Goddard received a retainer in the amount of $8,000. The Debtor will pay the accountant an hourly fee of $235 for her services. Ms. Goddard disclosed in court filings that her representation of the Debtor will not create any conflict of interest and she does not anticipate any conflict to arise.. Ms. Goddard maintains an office at: Jeanne Goddard NGS LLP, Certified Public Accountants 6120 Paseo Del Norte, Suite A-1 Carlsbad, CA 92011 Phone: 760-930-0282 Fax: 760-930-0385 About SAMM Solutions SAMM Solutions, Inc. -- http://btsresearch.com/-- is a San Diego-based contract research organization that delivers GLP and Non-GLP biological services to clients in pharmaceutical, biopharmaceutical, biotech, academic research, medical device and related industries. SAMM Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-04700) on Aug. 5, 2019. At the time of the filing, the Debtor disclosed $999,443 in assets and $5,869,629 in liabilities. The Debtor is represented by Stephen C. Hinze, Attorney at Law, APC. SCOTTY'S HOLDINGS: $150K Sale of Scotty's' Liquor License Approved ------------------------------------------------------------------ Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Scotty's Holdings, LLC and its debtor-affiliates to sell Scotty's Brewhouse Bloomington, LLC's Indiana Alcoholic Beverage Permit, License No. RR53-13246, for $150,000; and the Debtor's unopened wine and alcohol, consisting of approximately 125 bottles of various liquors and approximately 45 bottles of red table-wine for $1,150, to Yogi's, Inc. All terms of the Asset Purchase Agreement are approved. The Court directs the Indiana Alcohol and Beverage Commission to allow the transfer of the License from the Debtor to the Purchaser consistent with Indiana Code 7.1-3-24-8 subject to any further requirements of the Indiana Code. The Purchaser will legally be entitled to operate under the License after the Purchaser has complied with Indiana Code 7.1-3-24-10 and obtained the chairman's approval. All creditors and parties in interest having been properly noticed and no objections being filed and no persons or entities having asserted a lien or other interest in the License and Inventory, all persons or entities holding liens, claims, interests, and encumbrances in, on, to, or against the License and Inventory and who were certified as having been mailed Notice of the Sale Motion will be, and hereby are, following closing, forever barred, estopped and permanently enjoined from asserting such liens against the Purchaser, its successors, its assigns, or the License and/or the Inventory. The Debtor will hold the License's Sale Proceeds in its counsel's trust account subject to further order of the Court. The Inventory's Sale Proceeds will be paid to Huntington National Bank at closing. The License's Sale Proceeds will be subject to liens, claims, interests, and encumbrances, if any, in the same manner and priority as they exist on the date of the order. The Debtor and any person or entity claiming or asserting a lien, claim, interest, and/or encumbrance in the License or the License's Sale Proceeds will have their rights reserved to assert such interest in the License’s Sale Proceeds at a later time. The provisions of the Order will become effective immediately. The Rule 6004(h) 14-day stay is waived. About Scotty's Holdings Scotty's Brewhouse is a craft beer sports bar with 16 locations throughout Indiana, Illinois, Ohio, Florida, and Texas. The original Scotty's Brewhouse was opened in Muncie, Indiana in 1996. Scotty's Holdings, LLC, and its affiliates, including Scotty's Brewhouse, filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 18-09243) on Dec. 11, 2018. In the petitions signed by Berekk Blackwell, executive manager, Scotty's Holdings estimated $1 million to $10 million in both assets and liabilities and Scotty's Brewhouse estimated $100,000 to $500,000 in both assets and liabilities. The Debtors hired Quarles & Brady LLP, and Hester Baker Krebs LLC, as attorneys. STUDENT LIVING: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Debtor: Student Living of Texas LLC 7040 Porto Bello Drive Plano, TX 75024 Case No.: 19-42411 Business Description: Student Living of Texas classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns a property located at 6980 McDonald Road, Tyler, Texas, having an appraised value of $7.1 million. Chapter 11 Petition Date: September 3, 2019 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Total Assets: $7,105,000 Total Liabilities: $2,748,600 The petition was signed by Bruce Johnson, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/txeb19-42411.pdf TENET HEALTHCARE: S&P Affirms 'B' ICR; Outlook Positive ------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on U.S. health care services provider Tenet Healthcare Corp., including its 'B' issuer credit rating. The rating action reflects S&P's continued belief that, while Tenet's credit profile has not improved much since early 2018, and cash flow is below the rating agency's expectations, the company's market strategy and efforts to improve efficiency will ultimately reap results that are more tangible and in line with the rating agency's expectations for improvement. Because the company is addressing a wide range of issues, it may take longer to ultimately realize the benefits of its efforts. Nonetheless, S&P continues to believe the company will modestly improve margins to over 12% from the current 11.6%, and generate better sustainable cash flow, which is a significant consideration for a higher rating. The positive outlook on Tenet reflects S&P's belief that the company's progress in improving its operating performance and cash flow could lead it to maintain credit quality consistent with a higher rating. However, S&P sees some risk to its current base-case projections for lower leverage and significantly improving cash flow given the company's limited track record in generating cash flow, as well as some uncertainties around the company's financial policies as it approaches the planned spin-off of Conifer. "We could revise our outlook on Tenet to stable if the company is unable to achieve the operating and cash flow improvements we assume in our base-case scenario. This may occur if there is further weakness in the company's patient volume and/or pricing that prevents it from achieving the 2.5%-3.0% organic growth rate we currently forecast," S&P said, adding that this could also occur if Tenet is unable to achieve its cost-reduction targets, it faces unexpected adverse reimbursement or regulatory changes, or it adopts more aggressive financial policies than the rating agency currently envisions, such as using its cash flow to finance ongoing share repurchases or large-scale acquisitions. "We could raise our ratings on Tenet if we gain increased confidence that the company can sustainably generate at least $200 million in recurring annual free cash flow while reducing leverage below 7x. While we expect the company to fall short of this measure in 2019, we could raise the rating in 2020 if we can increased confidence that the company will reach this level of operating performance in 2020," S&P said. THURSTON MANUFACTURING: Wins Approval to Use Cash Until November ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nebraska authorizes Thurston Manufacturing Company, pursuant to certain stipulations, to use cash collateral from Jan. 23, 2019 through Nov. 29, 2019, or the date of confirmation of a Plan, whichever comes first. The Court also allows the Debtor to provide adequate protection to BizCapital Bidco I, LLC. Previously, the Debtor and Bidco have entered into a series of stipulations with respect to Bidco's interest and the Debtor’s cash collateral use. Pursuant to the current Stipulation: (i) Bidco's liens and security interests in the prepetition collateral will continue to attach to the Debtor's postpetition assets of the same kind pursuant to the Bidco Loan Agreement; (ii) The Debtor will pay Bidco according to the terms of the Loan Agreement; (iii) The Debtor will make its equipment and facilities available to inspection by Bidco, pursuant to the Loan Agreement. Judge Shon Hastings rules that if the Debtor wants to use cash collateral after November 29, 2019, it must file a motion or stipulated cash collateral motion, and serve notice by November 5, 2019. Parties-in-interest are given 14 days to object. The Court will hold a telephonic hearing on the motion on November 25, 2019, at 1:00 p.m. About Thurston Manufacturing Thurston Manufacturing Co., a company based in Thurston, Nebraska, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80108) on Jan. 23, 2019. In the petition signed by CEO Ryan J. Jensen, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Shon Hastings oversees the case. Elizabeth M. Lally, Esq., at Goosman Law Firm PLC, serves as bankruptcy counsel to the Debtor. UBIOME INC: Lab-Testing Startup Files for Ch. 11, To Sell Assets ---------------------------------------------------------------- Soma Biswas, writing for The Wall Street Journal, reported that embattled lab-testing startup uBiome Inc. filed for bankruptcy protection in Delaware, and put its assets up for sale after suspending testing of its clinical products. According to the report, the San Francisco-based company has lined up an $8 million bankruptcy loan from 8VC and Silicon Valley Bank to keep its business open while it looks for a buyer. Curtis G. Solsvig III, uBiome's Acting Chief Executive Officer, related that the company is under federal investigation for its billing practices. The Company laid off around half of its global workforce in July and co-founders Jessica Richman and Zac Apte, who were earlier suspended from their positions as co-chief executives, resigned from the company's board, the Journal related. Mr. Sosvig said that as of the Petition Date, the Debtor estimates that (other than the Contingent Liabilities) its unsecured trade and other operational debt is approximately $3.5 million, mainly comprised of legal fees and claims held by vendors that were used for the clinical business. In addition, there are a number of contingent liabilities, including: * Inadvertent billings to Tricare, Medicare and Medicaid for certain tests, which may total approximately $4 million; * Potential obligations to private pay insurers for which the Debtor has received over $10 million of refund requests related to the Debtor's prior clinical practice; and * Potential fines for civil and criminal penalties resulting from the Investigation. The amounts of these fines are currently unknown. Kimmy Scotti, who is an 8VC partner and uBiome board member, said: "We have taken significant action to put the company on stronger footing and believe in the strength and potential of uBiome's scientific achievements and [intellectual property]. We remain committed to supporting the company as it pursues an orderly sale of its assets for the benefit of all stakeholders." GLC Advisors & Co. is serving as its financial adviser. uBiome's proposed counsel: Michael R. Nestor, Esq. Joseph M. Barry, Esq. Andrew L. Magaziner, Esq. Joseph M. Mulvihill, Esq. Jordan E Sazant, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Donlin Recano maintains a free site at https://www.donlinrecano.com/Clients/ub/ US STEEL: Moody's Lowers CFR to B2, Outlook Stable -------------------------------------------------- Moody's Investors Service downgraded United States Steel Corporation's (U. S. Steel) Corporate Family Rating and Probability of Default Rating to B2 and B2-PD respectively from B1 and B1-PD respectively. The senior unsecured ratings and Environmental Improvement Revenue bond ratings (ultimately obligations of U. S. Steel) were downgraded to B3 from B2. The Speculative Grade Liquidity rating was unchanged at SGL-2. This concludes the review for downgrade initiated on August 15th 2019. The outlook is stable. "The downgrade reflects the expected weakening in debt protection metrics on lower steel prices, softening demand in key end markets, poor performance in Europe and tubular and the increasing leverage position to finance the company's strategic investments at USSK, the Tubular segment, and Mon Valley" said Carol Cowan, Senior Vice President and lead analyst for U. S. Steel. Given that during the releveraging timeframe there appears no impetus for material steel price improvement in the US, weak economic conditions in Europe are expected to persist (Moody's has a negative outlook for the European steel industry) and continued challenges in the tubular segment, leverage, as measured by the debt/EBITDA ratio (including Moody's standard adjustments) is expected to increase to around 5x f rom 2.4x for the twelven months ended June 30, 2019. Downgrades: Issuer: Allegheny County Industrial Dev. Auth., PA Senior Unsecured Revenue Bonds, Downgraded to B3 (LGD4) from B2 (LGD4) Issuer: Bucks County Industrial Development Auth., PA Senior Unsecured Revenue Bonds, Downgraded to B3 (LGD4) from B2 (LGD4) Issuer: Indiana Finance Authority Senior Unsecured Revenue Bonds, Downgraded to B3 (LGD4) from B2 (LGD4) Issuer: Ohio Water Development Authority Senior Unsecured Revenue Bonds, Downgraded to B3 (LGD4) from B2 (LGD4) Issuer: Southwestern Illinois Development Authority Senior Unsecured Revenue Bonds, Downgraded to B3 (LGD4) from B2 (LGD4) Issuer: United States Steel Corporation Probability of Default Rating, Downgraded to B2-PD from B1-PD Corporate Family Rating, Downgraded to B2 from B1 Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD4) from B2 (LGD4) Outlook Actions: Issuer: United States Steel Corporation Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The B2 CFR reflects the increased leverage that will result from the financing of strategic investments to improve the productivity and cost position of U. S. Steel. These investments are indicated to be around $1.6 billion over the next several years and include $1.2 billion for the endless casting & rolling facility and cogeneration facility at the Mon Valley works, $280 million for the construction of an electric arc furnace (EAF) in the tubular segment and $130 million for a new Dynamo line at U. S. Steel Europe (USSE). Although the company expects around $390 million in annual EBITDA improvement once all projects are completed and fully operational, the largest portion of this improvement is slated to come from the Mon Valley investment, which investment time frame is between 2019 and 2022. As such, meaningful uplift from this investment is not expected over the next several years although contribution from the new Dynamo line and the EAF is expected in 2020 and forward. Nonetheless, leverage is expected to remain elevated, particularly if current market price conditions persist. While U. S. Steel's metrics and leverage position remain strong for the twelve months through June 30, 2019, with debt/EBITDA of 2.4x and EBIT/interest of 4x, performance benefits from the substantive run-up in steel prices in 2018, which contributed to strong advancement in EBITDA that continues to be reflected in the LTM numbers. The CFR anticipates weaker performance in the second half of 2019 and into 2020 given the drop-in steel prices that has been ongoing over the course of 2019, lag impact of such on performance, and expectation that there is no catalyst that will change the current market fundamentals in either the US or Europe. Steel prices have fallen steadily during 2019, with hot-rolled coil averaging $692/ton in the quarter through March, $614/ton for the quarter through June and Moody's estimates that the third quarter will be around $580/$600 ton and not materially different over the next several quarters. Reflecting the difficult market environment in the US and Europe, U. S. Steel has temporarily idled two blast furnaces in the US and one in Europe. Additionally, given the level of sales into the spot market, performance will continue to evidence significant volatility. Key end markets such as automotive and OCTG are slowing and industrial and machinery are expected to moderate as well. Consequently, leverage, as measured by the debt/EBITDA ratio is seen as peaking at about 5x. The CFR also considers the execution risk in the various projects underway and the need to complete in a timely fashion within expected budgets. Although the debt protection metrics and leverage position are temporarily stretched, the CFR incorporates the strategic benefits of the investments in process and the size and footprint of the company in the US steel industry. U. S. Steel, like all producers in the global steel sector faces pressure to reduce greenhouse gas and air pollution emissions, among a number of other sustainability issues and will likely incur costs to meet increasingly stringent regulations. As such, the company faces longer term secular challenges in the ongoing shift away from blast furnace steelmaking to EAFs. U. S. Steel and companies who produce steel using the blast furnace process ( integrated producers -use primarily coal and iron ore to produce steel) have higher greenhouse gas emissions and face greater challenges than producers who use the EAF process, which has a greater percentage of scrap (recycled steel) in the raw material mix. Additionally, with the move to increasingly higher CAFÉ standards, producers supplying the automotive industry face increasing competition from other materials such as aluminum. U. S. Steel continues to focus on its Advanced High- Strength Steel product development to help mitigate against this market erosion. The increasing use of debt in the capital structure, while for key strategic initiatives indicates a higher tolerance for leverage in the capital structure. The SGL-2 speculative grade liquidity rating reflects the company's good liquidity but reduced cash position of $651 million at June 30, 2019 and full availability under its $1.5 billion asset based revolving credit facility. The facility requires the company to maintain a fixed charge coverage ratio for the most recent four consecutive quarters should availability be less than the greater of 10% of the total aggregate commitment and $150 million. The company is expected to remain in compliance. The facility matures February 26, 2023 but can be accelerated 45 days prior to the maturity of any senior debt outstanding if certain liquidity conditions are not met. With the company's debt repayments in recent years, there are no senior note maturities until 2025, subsequent to the maturity date of the ABL. Given the increased capital spending anticipated over the next several years, U. S. Steel is expected to be modestly free cash flow negative, but this can be accommodated in the liquidity profile. There is also a Euro 460 million unsecured credit facility at the company's U. S. Steel Kosice (USSK) subsidiary in Europe, which matures September 26, 2023. At Jun e 30, 2019 Euro 260 million was available. The stable outlook assumes that fundamentals in the steel industry will not materially deteriorate from current conditions and that U. S. Steel's liquidity will remain strong enough to accommodate negative cash flow over the investment horizon without further significant increases in debt. The outlook also considers that leverage will not increase to or be sustained above 5.5x Given the significant investment requirements over the next several years and need to execute on these projects, a ratings upgrade is unlikely. However, should market conditions improve such that higher prices are sustainable, and the company can sustain leverage of no more than 4x through varying price points on the downside and (CFO-dividends) in excess of 15%, positive ratings momentum could develop. Should leverage deteriorate to and look to be sustained at over 5.5x and (CFO-dividends) be less than 10%, ratings could be downgraded. Headquartered in Pittsburgh, Pennsylvania, U. S. Steel is the second largest flat-rolled producer in the US in terms of production capacity. The company manufactures and sells a wide variety of steel sheet, tubular and tin products across a broad array of industries, including service centers, transportation, appliance, construction, containers, and oil, gas and petrochemicals. Through its major production operations in the US and Central Europe, U. S. Steel has a combined raw steel capacity of approximately 22 million tons. (US 17 million, Europe 5 million). Revenues for the twelve months ended June 30, 2019 were $14.5 billion. The principal methodology used in these ratings was Steel Industry published in September 2017. VERESEN MIDSTREAM: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Alberta-based Veresen Midstream L.P. (Veresen) to stable from positive and affirmed its 'BB-' issuer credit and issue-level ratings on the company. The recovery rating of '4' is unchanged. The outlook revision reflects weaker-than-expected cash flow as a result of lower volumes through the company's Dawson natural gas processing facilities, which will keep leverage elevated through 2020. After Veresen executed its $2.5 billion capital program involving three gathering and processing plants ahead of schedule and below budget, S&P revised its outlook to positive in February 2018, reflecting its expectation of improved cash flow as these assets begin operations. However, based on revised forecasts, including a downward revision in throughput volume at the Dawson facilities, leverage is expected to remain elevated throughout S&P's forecast period. The 30-year Dawson agreement is a fixed fee-based contract that is primarily exposed to volume risk, although there are contractual protections to mitigate this. The revised forecast measures are consistent with the metrics for a stable outlook based on historical performance. The stable outlook reflects S&P Global Ratings' view that Veresen's assets will perform as forecast. The investment-grade counterparties and the capital guarantee provide some mitigation to the volume-exposed Dawson facilities. In addition, the take-or-pay nature of the cash flows at Hythe/Steeprock also provide a level of stability to cash flows. S&P expects debt-to-EBITDA will be about 6.9x in 2019 and 6.5x in 2020. "We could take a negative rating action if we believe that debt-to-EBITDA will approach 7x on a consistent basis. This would likely be due to further lower-than-expected volumes at the recently constructed plants. In addition, if we believe that Veresen's strategic importance to Pembina Pipeline Corp. has declined, we could remove the support under our group rating methodology and lower the rating," S&P said. "We could raise the rating if we believe that debt-to-EBITDA will stay below 5x; or if there is more substantial asset, commodity, geographic, and shipper diversity," the rating agency said. VIP CINEMA: Moody's Lowers CFR to Caa2 & Alters Outlook to Neg. --------------------------------------------------------------- Moody's Investors Service downgraded the ratings of VIP Cinema Holdings, Inc., including the Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2-PD from B3-PD. Concurrently, Moody's downgraded the ratings on the senior secured first-lien facility, comprising a revolving credit facility and term loan, to Caa2 from B2, and the senior secured second-lien term loan to Ca from Caa2. Moody's also changed the outlook to negative from stable. RATINGS RATIONALE The rating action reflects VIP's weak liquidity profile, including breached leverage covenants as of Q2 2019 (ended June), no revolver availability and weak free cash flow generation that is likely to remain constrained into 2020. Given these factors, Moody's views the capital structure as untenable, noting also the company's financial leverage is high for its business risk, with debt-to-EBITDA above 8x (Moody's adjusted), and likely to remain elevated at least over the near term. VIP's much weaker than expected recent operating performance highlights a vulnerability to lumpiness in the timing of work projects, despite strong alliances with major theater exhibitors such as AMC, its largest customer. The company is reviewing its capital structure in discussions with its lenders to find a near term resolution to its covenant and liquidity issues. The ratings, including the Caa2 CFR, reflect VIP's weak liquidity and Moody's expectation of credit metrics to remain constrained amidst top line pressures from macro headwinds over the next year and a slower pace of remodeling in the mature core US market that is likely to continue for some time. These factors, along with competitive and labor cost pressures, will continue to weigh on margins and free cash flow generation. The company's small size, high product and customer concentration, and exposure to end markets that are facing a secular decline in attendance amidst emerging competitive threats also constrain the ratings. The negative outlook reflects the company's weak liquidity profile that increases the potential for a debt restructuring absent covenant or liquidity relief in the very near term. The Caa2 rating on the first lien debt, at the same level as the CFR, incorporates the CFR downgrade and a one-notch override based on Moody's expectation of recovery from estimated enterprise value in a default scenario. The Ca rating on the second lien debt, two notches below the CFR, reflects its junior status in the capital structure. Moody's took the following actions: Issuer: VIP Cinema Holdings, Inc.: Corporate Family Rating, downgraded to Caa2 from B3; Probability of Default Rating, downgraded to Caa2-PD from B3-PD; Senior secured first lien bank facility: downgraded to Caa2 (LGD3) from B2 (LGD3); Senior secured second lien bank facility: downgraded to Ca (LGD6) from Caa2 (LGD6). The ratings outlook was changed to negative from stable. The ratings could be downgraded with expectations of further deterioration in the liquidity profile or higher than expected loss to creditors in the event of a restructuring. Moody's could upgrade the ratings with an improved liquidity profile and better prospects for the company to achieve a more sustainable financial position. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. VIP Cinema Holdings, Inc. is a manufacturer of premium seating for movie theater companies in North America, primarily the United States. Revenues were approximately $90 million for the last twelve months ended June 30, 2019. The company has been majority-owned by funds affiliated with H.I.G. Capital, a private equity firm, following a leveraged buyout in February 2017. WESTERN COMMS: $3.65M Sale of Personal Property to Central Approved ------------------------------------------------------------------- Judge Trish M. Brown of the U.S. Bankruptcy Court for the District of Oregon authorized Western Communications, Inc.'s sale of all personal property being used or held by the Debtor in the operation of its newspaper businesses located in Bend, Oregon ("The Bulletin") and in Redmond, Oregon ("The Redmond Spokesman") to Central Oregon Media Group, LLC, as assignee East Oregonian Publishing Co., for $3.65 million. The Sale Hearing was held on Aug. 19, 2019. The sale of personally identifiable information will be subject to and consistent with the Debtor's privacy policy and Central Oregon Media Group, LLC will comply fully with all such privacy policies. The sale is free and clear of all liens, claims, encumbrances, and interests, with any and all such liens, claims, encumbrances, and interests attaching to the sale proceeds. Except as set forth in the Order, Central Oregon Media Group, LLC will have no liability or responsibility for any liability or other obligation of the Debtor other than as expressly set forth in the APA, and Central Oregon Media Group, LLC will have no successor liability. The sale proceeds will be distributed as follows: a. $67,500 to RISN for the breakup fee; b. $40,000 to Dirks Van Essen Murray & April consistent with the terms of the Order Authorizing Employment entered on Feb. 28, 2019; c. To the payment of all unpaid wages, salaries, compensation, and, to the extent not assumed by Central Oregon Media Group, LLC, all accrued and unpaid vacation and personal days for employees whose employment is terminated prior to the close of the sale transaction authorized by the Order; d. To payment of all personal property taxes owed by the Debtor to Deschutes County; e. To payment of unpaid accounts payable incurred by the Debtor in the ordinary course of operating its newspaper businesses from the Petition Date through Augu. 31, 2019; f. To payment of additional closing costs, including $36,500 for bankruptcy fees payable pursuant to 28 U.S.C. Section 1930, and other closing costs to the extent such costs are usual and customary for a transaction of the kind authorized by the Order; g. $300,000 to be held back by Debtor for payment of allowed professional fees and expenses; and h. All remaining proceeds to Sandton Credit Solution Master Fund III, LP. The foregoing distribution to Sandton is without prejudice to the right of the Debtor to recover from proceeds of Sandton's collateral the reasonable, necessary costs and expenses of preserving or disposing of such property pursuant to Section 506(c) of the Bankruptcy Code, and all such rights are preserved. All stays, including, without limitation, those arising under Bankruptcy Rule 6004, are inapplicable, and the Order will go into effect immediately upon its entry. About Western Communications Western Communications, Inc., is a small market newspaper, niche publishing, printing, and digital media company with publications spread throughout Oregon (six publications) and California (two publications). It is headquartered in Bend, Oregon. Western Communications previously sought bankruptcy protection (Bank. D. Oregon Case No. 11-37319) on Aug. 23, 2011. Western Communications again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30223) on Jan. 22, 2019. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Trish M. Brown. Tonkon Torp LLP is the Debtor's counsel. WOODLAWN COMMUNITY: Trustee's Oct. 31 Real Properties Auction OK'd ------------------------------------------------------------------ Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Gina Krol, the Chapter 11 trustee for Woodlawn Community Development Corp., to sell the following real properties at public auction on Oct. 28, 2019, through her agents Daniel J. Hyman and Millennium Properties:(i) 4108 S. King Drive, Chicago, Illinois; (ii) 4112 S. King Drive, Chicago, Illinois; (iii) 6121 S. Rhodes, Chicago, Illinois; (iv) 2211 S. State St., Chicago, Illinois; and 2201 S. State St., Chicago, Illinois (to be offered separately and together); (v) 6521 S. Evans, Chicago, Illinois; (vi) 6445 S. Kimbark, Chicago, Illinois; (vii) 1437 E. 65th St., Chicago, Illinois; (viii) 6312 S. Woodlawn, Chicago, Illinois; (ix) 4123-57 S. Calumet, Chicago, Illinois; (x) 6537 S. Maryland, Chicago, Illinois; and (xi) 6547 S. Maryland, Chicago, Illinois. The sale will be free and clear of any and all liens, claims and encumbrances of any kind, with any said liens, claims or encumbrances to attach to the proceeds of sale. The sale will also be "as is" "where is" without representations or warranties of any kind. Daniel J. Hyman and Millennium Properties will have an advertising budget of up to $8,500 and commission on the sales will be paid by a 5% buyer's premium. The Trustee agrees that the auction of the 2211 S. State Street and 2201 S. State Street properties will take place after the auction of each of the other properties described in the Motion. The Trustee agrees that the auction of 2211 S. State Street (United Fidelity) and 2201 S. State Street (Lakeside) properties will be offered for sale each separately, then together ("Combined Auction"). In the event that the Trustee accepts the results of the Combined Auction, (I) Lakeside will be paid the lesser of (a) the outstanding balance of its secured claim and (b) the winning bid at the Lakeside Auction; and (II) United Fidelity will be paid the lesser off (a) the outstanding balance of its secured claim and (b) the winning bid at the United Fidelity. Each of Lakeside and United Fidelity agree to release its respective security interests on its respective properties upon payment of the foregoing. In connection with the sale of 6121 S Rhodes, 2211 S State Street and 1437 W 65th Street ("United Fidelity Properties"), United Fidelity Bank, FSB may credit bid its claim pursuant to Section 363(k) of the Bankruptcy Code, provided that United Fidelity may allocate its claim as it deems appropriate in its sole discretion. In connection with the sale of4108 S. King Dr., 4112 S. King Dr., 2201 S. State Street and 4123-57 S. Calumet ("Lakeside Properties"), Lakeside Bank may credit bid its claim pursuant to Section 363(k) of the Bankruptcy Code, provided that Lakeside may allocate its claim as it deems appropriate in its sole discretion. Lakeside Bank asserts that its note #60565991, #60565993 and #60565994 are each cross-collateralized with 123-57 S. Calumet Ave, Chicago, IL, 4108 S King Drive, Chicago, IL, 4112 S. King Drive, Chicago, IL, and 1 E. Cermak, Chicago, IL, such that the total proceeds generated from the sale of any and all of the afore mentioned properties could be applied to payment of any and all of the aforementioned notes. The Chapter 7 Trustee has not yet made a final determination as to the validity of this assertion and that has agreed that issue will be fully and finally determined (if necessary) prior to the entry of any order approving the sale of Lakeside Bank's collateral. The minimum bid and credit bid amounts will be determined at the time of the auction. It is anticipated that the auction will take place on the Court on Oct. 31, 2019 at 10:30 a.m. About Woodlawn Community Development Founded in 1972, Woodlawn Community Development Corp. -- https://www.wcdcchicago.com/ -- manages and develops affordable housing for families in the Greater Metro Chicago area. The company is based in Chicago. Woodlawn Community Development filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-29862) on Oct. 24, 2018. In the petition signed by Leon Finney, Jr., president and chief executive officer, the Debtor estimated $50 million to $100 million in both assets and liabilities. The Hon. Carol A. Doyle oversees the case. David R. Herzog, Esq., at Herzog & Schwartz, P.C., is the Debtor's bankruptcy counsel. [*] Claims Trading Report -- August 2019 ---------------------------------------- Almost 300 claims changed hands in the month of August: No. of Claims Debtor Transferred ------ ------------- Lehman Brothers Holdings Inc. 93 PG&E Corporation 46 Mountain Crane Service, LLC 11 Toys "R" Us, Inc. 10 FirstEnergy Solutions Corp. 10 CBCS Washington Street LP 10 Westinghouse Electric Company LLC 10 Empire Generating Co, LLC 8 Schulte Properties LLC 7 CS Mining, LLC 6 ALCO Stores, Inc. 6 Health Diagnostic Laboratory, Inc. 4 H K Fine Properties, LLC 4 Abengoa Bioenergy US Holding LLC 4 CarrierWeb, LLC 4 Tintri, Inc. 3 GIGA WATT INC 2 PHI, Inc. 2 CBCS Washington Street LP 2 Manhattan River Group, 2 Glansaol Holdings Inc. 2 J.V. Car Wash Ltd. 2 1 Global Capital LLC 2 NanoMech, Inc. 2 Orchids Paper Products Company 2 VRG Liquidating, LLC 2 TADA Ventures, LLC 1 Monster Concrete and Excavation, Inc 1 Burkhalter Rigging, Inc. 1 Maxcom USA Telecom, Inc. 1 Aegerion Pharmaceuticals, Inc. 1 Sears Holdings Corporation 1 China Fishery Group Limited (Cayman) 1 Decor Holdings, Inc. 1 Wishing Well Property Investments, LLC Series 1 1 Specialty Retail Shops Holding Corp. 1 Payless Holdings LLC 1 ORX Resources, L.L.C. 1 BCause Mining LLC 1 T Cat Enterprise, Inc. 1 AGPB, LLC 1 ProHCM Holdings, Inc. 1 Centro Group, LLC 1 160 Royal Palm, LLC 1 Murphy & Rajan Investments, LLC 1 Westport Holdings Tampa, Limited Partnership 1 Seawalk Investments, LLC 1 GEA Seaside Investment Inc. 1 Premier Exhibitions, Inc. 1 Emerge Energy Services LP 1 FTD Companies, Inc. 1 EdgeMarc Energy Holdings, LLC 1 Novum Pharma, LLC 1 LBI Media, Inc. 1 The Weinstein Company Holdings LLC 1 CMTSU Liquidation, Inc. 1 Elas, LLC dba Calnopoly, LLC 1 SouthFresh Aquaculture, LLC 1 Notable trade claim purchasers for the month of August are: Ambac Assurance Corporation http://www.ambac.com/ New York, NY 10004 Tel: (212) 208-3408 Attention: JRoman@ambac.com Argo Partners http://www.argopartners.net/ New York, NY Attn: Scott Krochek Tel: (212) 643-5443 Email: info@argopartners.net Caliber Home Loans, Inc. Oklahoma City, OK 73134 Tel: (800) 401-6587 Email: SD-Bankruptcy@caliberhomeloans.com Cowen Special Investments LLC https://www.cowen.com/ New York, NY 10022 Tel: (646) 616-3032 Email: cowen.us-communications@cowen.com Intercoastal Financial, LLC http://intercoastalfinancialllc.com/ Williamsville, NY 14221 Tel: (716) 867-7923 Email: gbechakas@roadrunner.com Kent School Corporation Kent, CT 06757 Tel: (860) 927-6000 Propel Financial Services https://www.propelfinancialservices.com/ San Antonio, TX 78201 Tel: (866) 206-9310 Email: contactus@propelfinancialservices.com Sencha Funding, LLC c/o Farallon Capital Management, L.L.C. San Francisco, CA 94111 Attn: Michael G. Linn Tel: (415) 421-2132 Email: mlinn@faralloncapital.com Taconic Opportunity Master Fund LP https://www.taconiccap.com/ New York, NY 10017 Tel: (212) 209-3100 Attn: Peyton McNutt U.S. Bank Trust National Association https://www.usbank.com/ c/o SN Servicing Corporation https://www.snsc.com Eureka, CA 95501 Tel: (800) 603-0836 [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re RVT Inc. Bankr. C.D. Cal. Case No. 19-17552 Chapter 11 Petition filed August 28, 2019 See http://bankrupt.com/misc/cacb19-17552.pdf represented by: Julie J. Villalobos, Esq. OAKDTREE LAW E-mail: julie@oaktreelaw.com In re Ray Charles Patterson Bankr. C.D. Cal. Case No. 19-20161 Chapter 11 Petition filed August 28, 2019 represented by: Matthew D. Resnik, Esq. RESNIK HAYES MORADI LLP E-mail: matt@rhmfirm.com In re Guadalupe Osorio Garcia Bankr. C.D. Cal. Case No. 19-20179 Chapter 11 Petition filed August 28, 2019 represented by: William H. Brownstein, Esq. E-mail: Brownsteinlaw.bill@gmail.com In re Min Ki Paik and Hye Ja Paik Bankr. N.D. Cal. Case No. 19-51743 Chapter 11 Petition filed August 28, 2019 represented by: Drew Henwood, Esq. LAW OFFICES OF DREW HENWOOD E-mail: dfhenwood@aol.com In re Bishop Group, LLC Bankr. W.D. Tex. Case No. 19-52039 Chapter 11 Petition filed August 28, 2019 See http://bankrupt.com/misc/txwb19-52039.pdf represented by: Jason J. Jakob, Esq. DIAZ JAKOB, LLC E-mail: jjj@diazjakob.com In re Martha Adair Bankr. C.D. Cal. Case No. 19-13374 Chapter 11 Petition filed August 29, 2019 represented by: Jeffrey I. Golden, Esq. WEILAND GOLDEN GOODRICH LLP E-mail: jgolden@wgllp.com In re Sheila G. Scott Bankr. C.D. Cal. Case No. 19-20228 Chapter 11 Petition filed August 29, 2019 represented by: Robert S. Altagen, Esq. LAW OFFICES OF ROBERT S ALTAGEN E-mail: robertaltagen@altagenlaw.com In re Richard Trimble Conard and Elizabeth Ann Conard Bankr. M.D. Fla. Case No. 19-08217 Chapter 11 Petition filed August 29, 2019 represented by: Richard John Cole, III, Esq. COLE & COLE LAW, P.A. E-mail: rcole3@gmail.com In re Steele Property Assets, LLC Bankr. E.D. Mich. Case No. 19-52423 Chapter 11 Petition filed August 29, 2019 See http://bankrupt.com/misc/mieb19-52423.pdf represented by: Andrea D. Cartwright, Esq. CARTWRIGHT LAW FIRM, PLLC E-mail: cartwrighta@prodigy.net In re Two Guys Advertising Agency, LLC Bankr. D.N.J. Case No. 19-26622 Chapter 11 Petition filed August 29, 2019 See http://bankrupt.com/misc/njb19-26622.pdf represented by: Robert B. Davis, Esq. DAVIS LAW CENTER, LLC E-mail: Rob@davislawcenterllc.com In re Umaben B. Patel Bankr. D.N.J. Case No. 19-26676 Chapter 11 Petition filed August 29, 2019 represented by: Brian W. Hofmeister, Esq. LAW FIRM OF BRIAN W. HOFMEISTER, LLC E-mail: bwh@hofmeisterfirm.com In re Optimum Investment LLC Bankr. D. Nev. Case No. 19-15609 Chapter 11 Petition filed August 29, 2019 See http://bankrupt.com/misc/nvb19-15609.pdf represented by: David A. Riggi, Esq. E-mail: darnvbk@gmail.com In re Precision Steel & Hoist Systems, Inc. Bankr. E.D.N.Y. Case No. 19-76013 Chapter 11 Petition filed August 29, 2019 See http://bankrupt.com/misc/nyeb19-76013.pdf represented by: Charles Wertman, Esq. LAW OFFICES OF CHARLES WERTMAN P.C. E-mail: cwertmanlaw@gmail.com charles@cwertmanlaw.com In re Alex Christopher Padilla Bankr. C.D. Cal. Case No. 19-20273 Chapter 11 Petition filed August 30, 2019 represented by: Eric Bensamochan, Esq. E-mail: eric@eblawfirm.us In re Wildwood Antique Mall, LLC Bankr. M.D. Fla. Case No. 19-03363 Chapter 11 Petition filed August 30, 2019 See http://bankrupt.com/misc/flmb19-03363.pdf represented by: Stephen J. Biggie, Esq. ARCADIER, BIGGIE, AND WOOD, PLLC E-mail: biggie@melbournelegalteam.com biggie@wamalaw.com In re Ridgewood Inn Inc. Bankr. M.D. Fla. Case No. 19-05746 Chapter 11 Petition filed August 30, 2019 See http://bankrupt.com/misc/flmb19-05746.pdf represented by: Patrick J. Thompson, Esq. LAW OFFICES OF PATRICK J. THOMPSON E-mail: law@patrickjthompson.com In re Faith Surgical Center LLC Bankr. E.D. Tex. Case No. 19-42357 Chapter 11 Petition filed August 30, 2019 Filed Pro Se In re Prestige-Plus Health Services, Inc. Bankr. E.D. Tex. Case No. 19-42366 Chapter 11 Petition filed August 30, 2019 See http://bankrupt.com/misc/txeb19-42366.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS E-mail: eric@ealpc.com In re Marathon Funding Services Inc. Bankr. W.D. Wash. Case No. 19-13254 Chapter 11 Petition filed August 30, 2019 Filed Pro Se In re Roger Villagarcia Marcelo Bankr. N.D. Cal. Case No. 19-30931 Chapter 11 Petition filed August 30, 2019 represented by: Michael D. Lee, Esq. LEE & LI, ATTORNEYS AT LAW E-mail: michael.lee@lee-li.com In re Stephen Rochkind Bankr. D. Md. Case No. 19-21688 Chapter 11 Petition filed August 30, 2019 represented by: Augustus T. Curtis, Esq. COHEN, BALDINGER & GREENFELD, LLC E-mail: augie.curtis@cohenbaldinger.com In re Industrial Piping Solutions, Inc. Bankr. E.D.N.C. Case No. 19-04006 Chapter 11 Petition filed August 31, 2019 See http://bankrupt.com/misc/nceb19-04006.pdf represented by: Danny Bradford, Esq. PAUL D. BRADFORD, PLLC E-mail: dbradford@bradford-law.com In re William Durso Bankr. D.N.J. Case No. 19-26706 Chapter 11 Petition filed August 30, 2019 represented by: Andrew I. Radmin, Esq. CARKHUFF & RADMIN In re Jorge Luis Paneque Bankr. D.N.J. Case No. 19-26780 Chapter 11 Petition filed August 30, 2019 represented by: Eric Horn, Esq. A.Y STRAUSS LLC E-mail: ehorn@aystrauss.com In re Ward E. Walker, II Bankr. D. Ore. Case No. 19-33226 Chapter 11 Petition filed August 30, 2019 represented by: Theodore J. Piteo, Esq. MICHAEL D. O'BRIEN & ASSOCIATES E-mail: ted@pdxlegal.com In re Mattsnow Properties, LLC Bankr. W.D. Tex. Case No. 19-60649 Chapter 11 Petition filed August 31, 2019 See http://bankrupt.com/misc/txwb19-60649.pdf represented by: Erin B. Shank, Esq. ERIN B. SHANK, P.C. E-mail: shankcourtnoticesonly@gmail.com shankcourtnotices@gmail.com In re Crescent Moon Farm Trust Bankr. N.D. Ga. Case No. 19-21764 Chapter 11 Petition filed September 2, 2019 See http://bankrupt.com/misc/ganb19-21764.pdf represented by: Charles N. Kelley, Jr., Esq. KELLEY & CLEMENTS LLP E-mail: ckelley@kelleyclements.com In re Luke Bengree Jones and Shyla Dawn Jones Bankr. W.D. Tex. Case No. 19-11178 Chapter 11 Petition filed September 2, 2019 represented by: Frederick E. Walker, Esq. E-mail: fredwalkerlaw@yahoo.com In re James Franciscus Adame Bankr. W.D. Tex. Case No. 19-11179 Chapter 11 Petition filed September 2, 2019 represented by: Frederick E. Walker, Esq. E-mail: fredwalkerlaw@yahoo.com In re New Horizon Full Gospell Church, Inc. Bankr. W.D. Ark. Case No. 19-72417 Chapter 11 Petition filed September 3, 2019 Filed Pro Se In re Insight Investing LLC Bankr. S.D. Cal. Case No. 19-05351 Chapter 11 Petition filed September 3, 2019 Filed Pro Se In re Hykon Enterprise, LLC Bankr. N.D. Ga. Case No. 19-63910 Chapter 11 Petition filed September 3, 2019 Filed Pro Se In re SEOS and Associates, LLC Bankr. N.D. Ga. Case No. 19-63931 Chapter 11 Petition filed September 3, 2019 Filed Pro Se In re HTUSA Car Wash & Lube, Inc. Bankr. N.D. Ga. Case No. 19-64013 Chapter 11 Petition filed September 3, 2019 See http://bankrupt.com/misc/ganb19-64013.pdf represented by: Michael D. Robl, Esq. ROBL LAW GROUP LLC E-mail: michael@roblgroup.com In re WMC Kim Holdings, LLC Bankr. N.D. Ga. Case No. 19-64014 Chapter 11 Petition filed September 3, 2019 See http://bankrupt.com/misc/ganb19-64014.pdf represented by: Michael D. Robl, Esq. ROBL LAW GROUP LLC E-mail: michael@roblgroup.com In re Joseph F. Fields Bankr. E.D.N.Y. Case No. 19-45292 Chapter 11 Petition filed September 3, 2019 represented by: Richard S. Feinsilver, Esq. E-mail: feinlawny@yahoo.com In re Verlene G. King Bankr. E.D.N.Y. Case No. 19-45294 Chapter 11 Petition filed September 3, 2019 represented by: Karamvir Dahiya, Esq. DAHIYA LAW OFFICES, LLC E-mail: karam@bankruptcypundit.com In re WJ Express, Inc. Bankr. W.D. Tenn. Case No. 19-26957 Chapter 11 Petition filed September 3, 2019 See http://bankrupt.com/misc/tnwb19-26957.pdf represented by: Preston Wilson, Esq. WAMPLER & PIERCE, PC E-mail: preston@prestonwilsonlaw.com In re United Texas Properties,Inc. Bankr. N.D. Tex. Case No. 19-32988 Chapter 11 Petition filed September 3, 2019 Filed Pro Se In re C Lugrand-Dawkins Enterprises, LLC Bankr. S.D. Tex. Case No. 19-34998 Chapter 11 Petition filed September 3, 2019 See http://bankrupt.com/misc/txsb19-34998.pdf represented by: Robert C Newark, III, Esq. A NEWARK FIRM E-mail: office@newarkfirm.com In re A.L.L. International, LLC Bankr. W.D. Tex. Case No. 19-11182 Chapter 11 Petition filed September 3, 2019 See http://bankrupt.com/misc/txwb19-11182.pdf represented by: Ron Satija, Esq. HAJJAR PETERS LLP E-mail: rsatija@legalstrategy.com In re Flenna Calimlim Mora Bankr. N.D. Cal. Case No. 19-51787 Chapter 11 Petition filed September 3, 2019 represented by: Arasto Farsad, Esq. FARSAD LAW OFFICES E-mail: FarsadECF@gmail.com In re Sylvia Adriana Flores Bankr. N.D. Cal. Case No. 19-51789 Chapter 11 Petition filed September 3, 2019 represented by: Marc Voisenat, Esq. LAW OFFICES OF MARC VOISENAT E-mail: marcvoisenatlawoffice@gmail.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. 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The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. 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