/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190927.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, September 27, 2019, Vol. 23, No. 269 Headlines 1924 LUNA: Amended Final Cash Collateral Order Entered A & O AUTO GLASS: Disclosure Statement Approved, Plan Confirmed A-1 GRANITE: U.S. Trustee Unable to Appoint Committee AC INVESTMENT 1: A2Z Construction to Get $301 for 36 Months ACCELERATING MINISTRIES: Trustee Gets Approval to Hire Field Agent ADVANCE CASE: Seeks to Convey Assets, Pay Newtek Debt in Full AIR CANADA: Moody's Raises CFR to Ba1, Outlook Stable AIRNET TECHNOLOGY: Receives Minimum Bid Price Notice From NASDAQ ALLIANCE BIOENERGY: Now Out of Chapter 11 Bankruptcy AMISTAD READY MIX: Court Conditionally Approves Plan Disclosures ARCHDIOCESE OF SANTA FE: Lewis Roca Represents Parish Group ARLEN HOUSE: Nov. 7 Hearing on Disclosure Statement BEACON ROOFING: Moody's Rates Proposed $300MM Sr. Sec. Notes 'B1' BELLRING BRANDS: Moody's Assigns B2 CFR, Outlook Stable BENTWOOD FARMS: Rabo AgriFinance Objects to Amended Disclosures BLUESTEM BRANDS: Moody's Lowers CFR to Caa2, Outlook Negative BRIAN G. MEEHAN: Doctor to Contribute $100K to Fund Plan BRISTOW GROUP: Oct. 3 Hearing on Disclosure Statement BUSY B'S: Asks Court to Extend Exclusivity Period to Dec. 6 BUSY B'S: Farmers Objects to Disclosure Statement BUSY B’S: Gets Court Nod of Cash Use Stipulation With F&M CAMBRIAN HOLDING: Fowler Bell Represents KEMI, et al. CAPE MIAMI 32: L. Benzaguen Contribution, Rent Income to Fund Plan CBAK ENERGY: Receives Noncompliance Notice from NASDAQ CENTER CITY HEALTHCARE: PCO Taps SAK Mgmt as Operations Advisor CHOBANI GLOBAL: S&P Cuts ICR to 'B-'; Outlook Stable CIT BANK: Moody's Gives (P)Ba1 Rating to Unsec. Bank Note Program CIT BANK: S&P Assigns 'BB+' Debt Rating to Global Bank Note Program CIVITAS HEALTH: Case Summary & 20 Largest Unsecured Creditors COASTLINE ELECTRICAL: Taps Yockey & Associates as Accountant COBRA PIPELINE: Case Summary & 20 Largest Unsecured Creditors CONCORD AUTO: Gets Permission to Use Cash Collateral Thru Nov. 30 COOPER'S HAWK: S&P Assigns B- ICR on Ares Acquisition COUNTRY MORNING FARMS: Bank Objects to $90K Installation Cost COUNTY CLUB: Asks Court to Extend Exclusivity Period to Oct. 15 CREATIVE PYROTECHNICS: U.S. Trustee Objects to Disclosure Statement CRUISING GUIDE: Unsecureds to Receive 20% Distribution DALI LOU RANCH: Case Summary & 4 Unsecured Creditors DALMATIAN FIRE: Court Approves Disclosure Statement DESTINY PETROLEUM: Oct. 30 Plan Confirmation Hearing DFW WINGS: Gets Cash Access Until Plan Confirmation Date DIOCESE OF WINONA: Seeks to Extend Exclusivity Period to March 31 DPW HOLDINGS: Signs Second Exchange Agreement with Investor EAST END: Taps Sherman & Howard as Special Counsel ELEFTHERIA LLC: U.S. Trustee Unable to Appoint Committee ENTERPRISE INSURANCE: U.S. Trustee Objects to Disclosure Statement EPIC COMPANIES: Gets Approval to Hire Shipbroker Kennedy Marr EPIC COMPANIES: Hires Keen-Summit Capital as Real Estate Advisor EUREKA WINDBER: Oct. 18 Hearing on Disclosure Statement FAVORITE FARMS: Case Summary & 17 Unsecured Creditors FIRESTAR DIAMOND: Fantasy Diamond Objects to Disclosure Statement FIRESTAR DIAMOND: Trustee Taps Omni as Administrative Advisor GCX LIMITED: Nov. 13 Plan Confirmation Hearing GEORGIA DIRECT: Seeks to Hire Barron Business as Financial Advisor GIGA-TRONICS INC: All Six Proposals Approved at Annual Meeting GRASSO BROS: $6.9M Sale of St. Louis Property to IAM Approved GREEN FAMILY FUN ZONE: Seeks Court OK to Use Huntington Bank Cash GUE LIQUIDATION: Oct. 23 Hearing on Disclosure Statement GVM INC: Seeks to Hire Brown Schultz as Auditor HEATING & PLUMBING: U.S. Trustee Forms 3-Member Committee HOLDINGS OF SOUTH FLORIDA: Court Confirms Chapter 11 Plan HOLLISTER CONSTRUCTION: Remains Open for Business HOUSTON GRANITE: Case Summary & 20 Largest Unsecured Creditors HUNTINGTON PROPERTY: U.S. Trustee Unable to Appoint Committee INTEGRATEDMARKETING.COM: Gets Interim Nod to Use Cash 'til Oct. 2 J. ROBERT SCOTT: Allowed to Use Cash Collateral on Interim Basis JACKIE LLC: Seeks Permission to Use Cash Collateral JACKSON OVERLOOK: Court Approves Amended Disclosure Statement JACKSON OVERLOOK: Court Approves Disclosure Statement JAVIER PEREGRINA: Auction Sale of Brooklyn Property Denied JEROME GOLDEN CENTER: In Chapter 11 Due to Financial Woes JERRY TORRES: $2.6M Sale of San Antonio Properties Approved JETSET INTERIORS: Case Summary & 20 Largest Unsecured Creditors JOSEPH'S TRANSPORTATION: Unsecureds to Get Dividend of 5% JTJ RESTAURANTS: Unsecureds to Get 49.15% Under Amended Plan K & B DIRECTIONAL: $191K Sale of Jennings' Rains Property Dismissed K M & DOUBLE T: Case Summary & 7 Unsecured Creditors K&D INDUSTRIAL: $175K Private Sale of Personal Property Approved K&D INDUSTRIAL: $190K Sale of Monitor Township Property Okayed K&D INDUSTRIAL: $490K Private Sale of Personal Property Approved KONA GRILL: $25M Sale of All Assets to Kona Grill Acquisition OK'd KRATOS HOLDINGS: U.S. Trustee Unable to Appoint Committee LAKE ROAD WELDING: Obtains Court Approval to Use Cash Collateral LEGACY RESERVES: Court Approves Disclosure Statement LEIDOS HOLDINGS: Moody's Raises Rating on Sr. Unsec. Debt to Ba1 LIFE AMBULANCE: Gets Final Authorization to Use Cash Collateral LIFESCAN GLOBAL: S&P Lowers ICR to 'B'; Outlook Negative LIGHTHOUSE PLUMBING: May Use Cash Collateral thru Next Hearing Date LNB-015-13 LLC: Nov. 19 Hearing on Disclosure Statement MARFRIG GLOBAL: Fitch Affirms BB- LongTerm IDRs, Outlook Stable MATRA PETROLEUM: Taps Buckley & Boots as Valuation Advisor MATRA PETROLEUM: Taps Hoover Slovacek as Legal Counsel MATRA PETROLEUM: Taps MACCO Restructuring as Financial Advisor MATTRESS RESOLUTION: Committee Files Plan, Disclosure Statement MICHAEL D. COHEN: Unsecureds to Get $125K in Quarterly Installments MODERN VIDEOFILM: Wants to Extend Solicitation Period to Dec. 10 MOUNTAIN CREEK: Oct. 24 Hearing on Disclosure Statement N & B MANAGEMENT: Nov. 17 Amended Disclosure Statement Hearing NA RAIL: Moody's Assigns B2 Corp. Family Rating, Outlook Stable NEW BETHEL BAPTIST: Case Summary & 13 Unsecured Creditors NOAH CORPORATION: Needs More Time to Negotiate Plan Treatment NORTIS INC: Case Summary & 20 Largest Unsecured Creditors OAKLAWN HOSPITAL: Moody's Affirms Ba1 on $63MM Outstanding Bonds OPEN ROAD: Oct. 2 Plan Confirmation Hearing OXFORD FINANCE: S&P Cuts Senior Unsecured Debt Rating to 'B' PETER KELLY: Acclaimed Restaurateur Commences Chapter 11 Cases PG&E CORP: Noteholders Ready to Invest $29.2-Bil. in Rival Plan PRECIPIO INC: Clinical Validations for IV-Cell & HemeScreen Done QORVO INC: Moody's Assigns Ba1 CFR, Outlook Stable QUESOS DEL PAIS: Medina Objects to Disclosure Statement RAIT FUNDING: Ashby, Brown Rudnick Update on Equity Holders RCSRP CORPORATION: Case Summary & 19 Unsecured Creditors RICH'S FOOD: Strategic Funding Objects to Disclosure Statement ROVIG MINERALS INC: Involuntary Chapter 11 Case Summary ROVIG MINERALS LLC: Involuntary Chapter 11 Case Summary ROYALE ENERGY: Stockholders Elect Seven Directors RUNNIN L FARMS: Has Interim Cash Access Until Oct. 7 SEARS HOLDINGS: Committee Files Statement Supporting Plan SEARS HOLDINGS: Files Memorandum in Support of Plan Confirmation SEARS HOLDINGS: Oct. 3 Hearing on Plan Confirmation SENIOR NH: Court Confirms 1st Amended Chapter 11 Plan SHALE SUPPORT: Court Approves Disclosure Statement SHALE SUPPORT: Files Solicitation Version of Plan, Disclosures SIMPLICITY CATERERS: Gains Cash Access Thru Oct. 7 Final Hearing SKEFCO PROPERTIES: U.S. Trustee Unable to Appoint Committee SKY-SKAN INC: Seeks to Expend Up to $945K of Cash Collateral SMF ENERGY: Trustee's $10K Sale of Remnant Assets to Oak Point OK'd SOUTHEASTERN METAL: Landlord Objects to Disclosure Statement STELCO INC: Moody's Withdraws B3 CFR on Incompleted Proposed Notes STONEMOR PARTNERS: Commences Rights Offering STONEMOR PARTNERS: Moody's Alters Outlook on Caa2 CFR to Stable SUGARFINA INC: Sues Manufacturers for Release of Candy SUPERMARKETS PLUS: Price Saver Seeks Access to Cash Collateral TELE CIRCUIT: Nov. 7 Plan Confirmation Hearing TENDERCARE PRESCHOOL: Oct. 29 Hearing on Disclosure Statement THINK FINANCE: Panel Says Fees, Expenses Won't Exceed $1.4MM Cap TREASURE ISLES: Oct. 1 Status Conference on Plan Filing TRIDENT HOLDING: Files New List of Members of Boards TRIUMPH ENERGY: Plan Payments to be Funded by Continued Operations TROY LANGSTON ENTERPRISES: Car Dealer Seeks Court Nod to Use Cash VERITY HEALTH: California Objects to Disclosure Statement VERITY HEALTH: U.S. Government Objects to Disclosure Statement VIDEOTRON LTEE: Moody's Rates New C$400MM Sr. Unsec. Notes Ba1 VIDEOTRON LTEE: S&P Rates C$400MM Senior Unsecured Notes 'BB+' WASATCH PEAK ACADEMY: S&P Affirms BB+ 2013A Revenue Bond Rating WATAUGA RECOVERY: Purchase of Promissory Note from Renasant Denied WELDED CONSTRUCTION: Seeks to Extend Exclusivity Period to Dec. 16 WHEATON MEDICAL: Has Court Permission to Use Cash Collateral WINE VALLEY: Seeks to Use Cash of American Express Nat'l Bank WITCHEY ENTERPRISES Protective Insurance Objects to Disclosures WITCHEY ENTERPRISES: Paultin Objects to Disclosure Statement XPLORNET COMMUNICATIONS: S&P Alters Outlook to Negative ZAKINTOS & PLATANOS: NYCB Objects to Disclosure Statement [^] BOOK REVIEW: Mentor X ********* 1924 LUNA: Amended Final Cash Collateral Order Entered ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas authorizes 1924 Luna's & Associates, Inc., to use cash collateral pursuant to the budget and the provisions of the final order through the earlier of: (i) confirmation of a plan of reorganization; (ii) conversion of the Debtor's Chapter 11 case to a case under Chapter 7; (iii) the filing by the Internal Revenue Service of a declaration of Debtor's default; or (iv) seven calendar days after delivery by Frost Bank of a notice of Debtor's breach. The Court rules that the Debtor must remain current on all post-petition tax payments and reporting obligations. The Debtor also must maintain DIP account(s) at Frost Bank pursuant to Court orders and the regulations of the Office of the U.S. Trustee. The Debtor will pay Frost Bank $7,920.48 in monthly adequate protection on the third Tuesday of each month throughout the duration of the cash collateral period under this Final Order, with the first monthly payment due on Sept. 17, 2019. The Debtor will also pay the IRS $990.85 in monthly adequate protection beginning Oct. 15, 2019 and continuing each month thereafter until the earlier to occur of: (i) the termination of this Order, (ii) a further Court order; or (iii) the confirmation of any plan of reorganization in the Debtor's case. A copy of the Amended Final Order is available for free at: http://bankrupt.com/misc/1924_Luna_36_Cash_AmenddFinalORD.pdf About 1924 Luna's & Associates 1924 Luna's & Associates Inc., is a privately held company which operates a tortilla factory in Dallas, Texas. 1924 Luna's sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-32637) on Aug. 5, 2019. In the petition signed by Fernando Luna, president, the Debtor's total assets have estimated value of up to $50,000, while its liabilities are estimated between $1 million and $10 million. Judge Stacey G. Jernigan is the case judge. Eric A. Liepins, P.C., is the Debtor's counsel. A & O AUTO GLASS: Disclosure Statement Approved, Plan Confirmed --------------------------------------------------------------- Judge Raymond B. Ray of the US Bankruptcy Court for the Southern District of Florida approved and confirmed A & O Auto Glass LLC's Disclosure Statement and Plan of Reorganization. The approval of the Combined Disclosure Statement came on September 23, 2019, as it satisfies 11 U.S.C. Section 1122(a) and adequately and properly classifies all claims and interests required to be classified, and accordingly, satisfies 11 U.S.C. Section 1123(a)(2) and (3). Attorney for the Debtors are Chad Van Horn, Esq., at Horn Law Group, P.A., in Fort Lauderdale, Florida. About A & O Auto Glass and Ocean Star Productions A & O Auto Glass, LLC and Ocean Star Productions LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Lead Case No. 19-10752) on Jan. 18, 2019. At the time of the filing, A & O estimated assets of less than $50,000 and liabilities of less than $100,000. The cases are assigned to Judge Raymond B. Ray. The Debtors hired Van Horn Law Group, P.A. as counsel. A-1 GRANITE: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of A-1 Granite Man Inc. as of Sept. 24, according to a court docket. 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. AC INVESTMENT 1: A2Z Construction to Get $301 for 36 Months ----------------------------------------------------------- AC Investment 1, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement explaining its chapter 11 plan. A2Z Construction's unsecured claim of $10,000 will be paid in equal monthly installments of $301.81 for 36 months. The Debtor is and will also be paying Bank payments in excess of rent for payment of its entire claim, along with US Trustee fees, and payments to unsecured and administrative creditors, adding up to a significant sum. New value is counted as a credit against the absolute priority rule. Payments and distributions under the Plan will be funded by the Ago Calcada and affiliates, and rent income. The Plan Proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. The Debtor will file a certificate of deposit as part of the process in this case, evidencing that the amounts needed for confirmation are on deposit. A full-text copy of the Disclosure Statement dated September 22, 2019, is available at https://tinyurl.com/y44wr9oy from PacerMonitor.com at no charge. The Debtor is represented by Joel M. Aresty. About AC Investment 1 AC Investment 1, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-18379) on July 11, 2018. In the petition signed by Agostinho Calcada, MBR, the Debtor estimated under $1 million in assets and liabilities. Joel M. Aresty P.A. is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ACCELERATING MINISTRIES: Trustee Gets Approval to Hire Field Agent ------------------------------------------------------------------ Todd Frealy, the Chapter 11 trustee for Accelerating Ministries, received approval from the U.S. Bankruptcy Court for the Central District of California to hire Jack Pope as his field agent. The trustee required the use of a field agent to provide services, which include the valuation of the Debtor's 2015 Ford E350 passenger vans to determine if they should be administered for the bankruptcy estate. Mr. Pope will be paid the sum of $750 for his services. In court papers, Mr. Pope disclosed that he neither holds nor represents any interest adverse to the estate. About Accelerating Ministries Accelerating Ministries, a tax-exempt religious organization in Ontario, Calif., filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-13044) on April 10, 2019. In the petition signed by CEO Wallace Burl Wasson, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. The case has assigned to Judge Wayne E. Johnson. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, served as counsel to the Debtor. Todd A. Frealy was appointed as Chapter 11 trustee for the Debtor. The Trustee is represented by Levene, Neale, Bender, Yoo & Brill L.L.P. ADVANCE CASE: Seeks to Convey Assets, Pay Newtek Debt in Full ------------------------------------------------------------- Advance Case Parts, Inc., seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida to convey certain personal property as follows: (i) Phone System (Lot 62); (ii) Specialty Refrigeration Tools (Lot 68) ; (iii) 2005 Chevrolet Pickup Truck, 4WD, Extended Cab (Lot 73); (iv) 2013 Chevrolet Utility Van, contents and rack (Lot 77); (v) 2006 Chevrolet Utility Van, contents and rack (Lot 81); (vi) 2014 Chevrolet Utility Van, contents and rack (Lot 82); (vii) 2002 Ford Transit (Lot 83); (viii) 2014 Chevrolet Utility Van, contents and rack (Lot 86); (ix) 2014 Chevrolet Utility Van, contents and rack (Lot 87); (x) 1998 Van Box Trailer (Lot 88); and (xi) Fork Truck Lift (Lot 91). The Debtor also seeks to pay Newtek SBA the sum of $4,500 in full satisfaction of SBA's remaining secured claim against the Debtor's estate, and for the Court to release any remaining liens against all remaining property of the Debtor's estate. The Debtor says that the proposed sale is within the ordinary course of the Debtor's business. About Advance Case Parts Advance Case Parts, Inc. -- http://www.advancecaseparts.com/-- specializes in service and repair of all supermarket or food-service equipment. It serves the Southeastern part of the United States, the Caribbean, and South and Central America. Advance Case Parts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14930) on April 16, 2019. At the time of the filing, the Debtor was estimated to have assets between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Raymond B. Ray. Akerman LLP is the Debtor's legal counsel. AIR CANADA: Moody's Raises CFR to Ba1, Outlook Stable ----------------------------------------------------- Moody's Investors Service upgraded Air Canada's Corporate Family Rating to Ba1 from Ba2, Probability of Default rating to Ba1-PD from Ba2-PD, first lien senior secured rating to Baa3 from Ba1 and senior unsecured rating to Ba2 from Ba3. The company's Speculative Grade Liquidity rating remains unchanged at SGL-2. Moody's rates eight tranches of enhanced equipment trust certificates across three Air Canada EETC transactions, Series 2013-1, Series 2015-2 and Series 2017-1. Moody's upgraded all eight of the tranches by one notch. The outlooks for Air Canada and its Pass Through Trust Certificates remain stable. "The upgrade reflects Air Canada's stronger financial profile, whereby the company has continued to reduce leverage and has strengthened its flexibility with the acquisition of the Aeroplan program and increased the number of unencumbered planes it owns," said Jamie Koutsoukis, Moody's Vice President, Senior Analyst. Upgrades: Issuer: Air Canada Corporate Family Rating, Upgraded to Ba1 from Ba2 Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD2) from Ba1 (LGD2) Senior Secured Regular Bond/Debenture, Upgraded to Baa3 (LGD2) from Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD5) from Ba3 (LGD5) Issuer: Air Canada 2013-1 Pass Through Trusts Senior Secured Enhanced Equipment Trust CI. A, Upgraded to A3 from Baa1 Senior Secured Enhanced Equipment Trust CI. B, Upgraded to Baa2 from Baa3 Issuer: Air Canada Series 2015-2 Pass Through Trusts Senior Secured Enhanced Equipment Trust CI. A, Upgraded to A1 from A2 Senior Secured Enhanced Equipment Trust CI. AA, Upgraded to Aa2 from Aa3 Senior Secured Enhanced Equipment Trust CI. B, Upgraded to Baa1 from Baa2 Issuer: Air Canada Series 2017-1 Pass Through Trusts Senior Secured Enhanced Equipment Trust CI. A, Upgraded to A1 from A2 Senior Secured Enhanced Equipment Trust CI. AA, Upgraded to Aa2 from Aa3 Senior Secured Enhanced Equipment Trust CI. B, Upgraded to Baa1 from Baa2 Outlook Actions: Issuer: Air Canada Outlook, Remains Stable Issuer: Air Canada 2013-1 Pass Through Trusts Outlook, Remains Stable Issuer: Air Canada Series 2015-2 Pass Through Trusts Outlook, Remains Stable Issuer: Air Canada Series 2017-1 Pass Through Trusts Outlook, Remains Stable RATINGS RATIONALE Air Canada's Ba1 rating benefits from 1) its leading position in the duopolistic Canadian market, 2) Moody's expectation that adjusted debt/EBITDA will approach 2.5x by the end of 2020, 3) an expected reduction in capacity growth as Air Canada shifts from wide-body additions to mainline narrow-body fleet replacement over the medium term (available seat miles (ASM) increased 9.5% in 2018),and 4) good liquidity with expectations of ongoing free cash flow. Air Canada is constrained by 1) the risk of market capacity additions exceeding demand and its international network facing sustained competitive pressure, 2) foreign exchange volatility, 3) exposure to fuel costs, 4) uncertainty regarding the 737 MAX grounding. The airline sector currently accounts for about 2% of global carbon emissions with 65% of its emissions coming from international flights. Canada (and as a result Air Canada) is one of the 70 countries that have voluntarily elected to early adopt the International Civil Aviation Organization's (ICAO) Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA), which targets capping carbon emissions at 2020 levels and requires purchases of offsets for airlines' that exceed their targets. Moody's expects that fuel expense will increase for carbon offset costs incurred from 2021. Air Canada's management has made it a priority to position itself to be more resilient to economic downturns through the strengthening of its financial profile. Air Canada has a stated leverage policy (net debt to trailing 12-month EBITDA) of no more than 1.2x and management has a strong track record regarding its adherence to its stated financial policies. Air Canada has good liquidity (SGL-2), supported by CAD6.0 billion of cash and short-term investments at June 30, 2019 and a US$600 million unused revolving credit facility due in 2023. Moody's also expects Air Canada to generate about CAD200 million of positive free cash flow in the next four quarters. These sources are more than sufficient to fund mandatory annual debt and lease repayments of CAD523 million for the remainder of 2019 and CAD1.2 billion in 2020. Air Canada has flexibility to raise capital from asset sales to boost liquidity should the need arise, and this will improve further with the company's plan to increase the number of aircraft that are unencumbered. Moody's rates eight tranches of enhanced equipment trust certificates (EETCs) across three Air Canada EETC transactions, Series 2013-1, Series 2015-2 and Series 2017-1. Moody's upgraded the rating of each of these tranches by one notch, in line with the one-notch upgrade of the Corporate Family rating. The upgrades consider the improvement in the credit quality of Air Canada and Moody's belief of the importance of the aircraft models that comprise the collateral of each transaction to Air Canada's network. The respective loan-to-value of each tranche supports the respective rating assignments. Moody's projects future values of the 737 MAX, the 777-300ER and the 787-9 using annual rates of decline on a straight line basis of 4%, 6% and 5%, respectively and a 1% annual inflation rate. The 2013-1 transaction is secured by five 777-300ERs. The 6% annual rate of decline implies a 16-year life for this model, which results in a conservative loan-to-value. Moody's estimates the peak LTVs of the Class A (rated A3) and Class B (rated Baa2) at about 75% and 87%, respectively, which occur within six months of the final scheduled payment dates of May 15, 2025 and May 15, 2021. The 2015-2 transaction is secured by two 777-300ERs and three 787-9s. Moody's estimates the peak LTVs of the Class AA (rated Aa2), Class A (rated A1) and Class B (rated Baa1) at about 45%, 65% and 75%, respectively. These too occur near the scheduled final payment dates of December 15, 2027 for the Class AA and Class A and December 15, 2023 for the Class B. The 2017-1 transaction is secured by nine 737 MAX 8s and four 787-9s. Moody's anticipates that the 737 MAX will return to service in a timeframe that will not lead to undue pressure on its market value. Moody's estimates the peak LTVs of the Class AA (rated Aa2), Class A (rated A1) and Class B (rated Baa1) at about 40%, 56% and 69%, respectively. These occur at the front end of the remaining amortization for each tranche. The scheduled final payment dates are January 15, 2030 for the Class AA and Class A and January 15, 2026 for the Class B. The ratings of the EETCs reflect Moody's belief that Air Canada would retain the aircraft in each transaction under a reorganization scenario because of the importance of these models to the fleet strategy and the long-haul network over the remaining lives of each transaction, their relatively young ages and fuel efficiency. Any combination of future changes in the underlying credit quality or ratings of Air Canada, unexpected material declines in the current or projected market value of the aircraft and/or an unexpected significant reduction in the size of Air Canada's long haul network could lead to further changes to the ratings of Air Canada's EETCs. The stable outlooks reflect Moody's expectation that Air Canada will maintain its competitive position and maintain leverage at or below 3x as it spends on its aircraft replacement program. It also incorporates Moody's view that Air Canada will continue to make strengthening its financial position over shareholder returns a priority. An upgrade could occur if Air Canada is able to reduce and sustain adjusted leverage below 2.5x (3.1x LTM Jun 2019) , and (FFO + Interest Expense) / Interest remains above 8x (9.1x LTM Jun 2019). Air Canada would additionally need to demonstrate its ability to maintain an EBIT margin above 10% through a downturn in the market (9% LTM Jun 2019). An upgrade would also require that the company continue to generate positive free cash flow as it proceeds with its new narrow body fleet purchases. Downward rating pressure could occur if Air Canada's adjusted debt/EBITDA is sustained above 3.5 x and (FFO + Interest Expense) / Interest falls towards 6x (Adjusted debt/EBITDA was 3.1x, (FFO + Interest Expense) / Interest was 9.1x LTM Jun 2019). Deterioration in EBIT margins below 7% ( 9% LTM Jun 2019) could also cause a downgrade. The principal methodology used in rating Air Canada was Passenger Airline Industry published April 2018. The principal methodologies used in rating Air Canada 2013-1 Pass Through Trusts, Air Canada Series 2015-2 Pass Through Trusts and Air Canada Series 2017-1 Pass Through Trusts were Passenger Airline Industry published in April 2018 and Enhanced Equipment Trust and Equipment Trust Certificates published in July 2018. Air Canada is the largest provider of scheduled airline passenger services within, and to and from Canada. Revenue in 2018 was CAD18.1 billion. The company is headquartered in Saint-Laurent, Quebec, Canada. AIRNET TECHNOLOGY: Receives Minimum Bid Price Notice From NASDAQ ---------------------------------------------------------------- AirNet Technology Inc. received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market Inc. on Sept. 24, 2019 indicating that the Company is no longer in compliance with the minimum bid price requirement set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules as the Company's closing bid price per American depositary share, each representing ten ordinary shares of the Company, has been below $1.00 for a period of 30 consecutive business days. The Nasdaq notification letter does not result in the immediate delisting of the Company's securities. Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing Rules, the Company has a compliance period of 180 calendar days, or until March 23, 2020, to regain compliance with Nasdaq's minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per ADS is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed. In the event that the Company does not regain compliance by March 23, 2020, subject to the determination by the staff of Nasdaq, it may be eligible for an additional 180 calendar days compliance period if it meets the continued listing requirements, with the exception of bid price requirement, of the Nasdaq Capital Market, and provides written notice to Nasdaq of its intention to cure the deficiency. About AirNet Technology Incorporated in 2007 and headquartered in Beijing, China, and formerly known as AirMedia Group Inc, AirNet (Nasdaq: AMCN) provides in-flight solutions to connectivity, entertainment and digital multimedia in China. AirNet -- http://ir.ihangmei.com/-- empowers Chinese airlines with seamlessly immersive Internet connections through a network of satellites and land-based beacons, provides airline travelers with interactive entertainment and a coverage of breaking news, and furnishes corporate clients with advertisements tailored to the perceptions of the travelers. Marcum Bernstein & Pinchuk LLP, in New York, issued a "going concern" qualification in its report dated April 30, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AirMedia incurred a net loss of US$93.41 million in 2018 following a net loss of US$179.2 million in 2017. As of Dec. 31, 2018, AirMedia had US$129.8 million in total assets, $115.41 million in total liabilities, and US$14.39 million in total equity. ALLIANCE BIOENERGY: Now Out of Chapter 11 Bankruptcy ---------------------------------------------------- Alliance BioEnergy Plus, Inc. (ALLM) announced that all Effective Date payments due under the Chapter 11 Plan were made on September 19, 2019. The Plan being effective, Alliance is now out of bankruptcy. FINRA has removed the Q at the end of the Company's trading symbol so that trades can now be made under the stock symbol ALLM. The CUSIP of the common stock will remain unchanged. Shareholders do not need to exchange their shares for new shares. Alliance' CEO, Ben Slager, has been interviewed by Spotlight TV and will air on the Fox Business Channel at 11 p.m. PST on October 9, 2019. The full interview will soon be posted to the Company's website on the Profile page http://www.alliancebioe.com/media/ Contact: Ben Slager, CEO E-mail: ben.slager@alliancebioe.com Anthony Santelli, COO E-mail: Anthony@alliancebioe.com As reported in the TCR, the Debtor proposed a bankruptcy-exit plan that proposes to pay unsecured creditors in full with postpetition interest. Holders of equity interests are also unimpaired -- meaning holders of equity interest in the Debtor will retain their same common stock shares in the Reorganized Debtor. The Debtor funded plan payments from available cash on-hand. A full-text copy of the First Amended Disclosure Statement dated July 25, 2019, is available at https://tinyurl.com/y4akqqv4 from PacerMonitor.com at no charge. About Alliance BioEnergy Plus West Palm Beach, Florida-based Alliance BioEnergy Plus, Inc. -- http://www.alliancebioe.com/-- is a publicly-traded technology company focused on emerging technologies in the renewable energy, biofuels, and new technologies sectors. The company is now focused on the development and commercialization of the licensed technology it controls through its affiliate Carbolosic, LLC. Through its wholly-owned subsidiary, AMG Energy, the company owns Ek Laboratories, Inc. and a 50% interest in Carbolosic (which includes certain licensing rights in North America and Africa). Alliance BioEnergy Plus sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23071) on Oct. 22, 2018. In the petition signed by CEO Benjamin Slager, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Erik P. Kimball presides over the case. The Debtor tapped Mancuso Law, P.A. as its legal counsel, and the Law Offices of Robert Diener as its special counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. AMISTAD READY MIX: Court Conditionally Approves Plan Disclosures ---------------------------------------------------------------- The First Amended Disclosure Statement filed by Amistad Ready Mix, Inc. is conditionally approved. A hearing on confirmation of the Plan will be held before this Court on October 23, 2019, at 9:30 a.m., in Courtroom Number 1, Third Floor, Judge King presiding, United States Courthouse, Hipolito F. Garcia Federal Building, 615 E. Houston, San Antonio Texas 78205. October 16, 2019, at 4:00 p.m., Central Time is fixed for the deadline by which creditors and parties in interest may file objections to the confirmation of the Plan. Class 1 Secured Claim of Capital Farm Credit are impaired. Debtor shall make principal and interest monthly payments to CFC for 48 months in the amount of $1700.00 with interest accruing at the contracted 6.6% interest rate. All principal, interest, and any other outstanding amounts due and owing under the loan documents shall be due in the 49th month. Class 2 Secured claim of Stearns Bank (Proof of Claim #18) are impaired. Debtor shall pay the claim in its entirety in 72 equal regular monthly payments amortized at 6% interest. The first payment shall be due the 7th day of the month to occur 60 days after the effective date with subsequent payments due the 7th day of each following month. Debtor shall continue making adequate assurance payments that come due up until the effective date. Debtor shall make payments in the amount of $5155.00 monthly. Class 3 Secured claim of Stearns Bank (Proof of Claim #17) are impaired. Debtor shall pay the claim in its entirety in 72 equal regular monthly payments amortized at 6% interest with all principal and interest due in the 73rd month. The first payment shall be due the 7th day of the month to occur 60 days after the effective date with subsequent payments due the 7th day of each following month. Debtor shall continue making adequate assurance payments that come due up until the effective date. Debtor shall make payments in the amount of $6556.00.00 monthly. Class 4 Secured Claims of BMO Harris are impaired. Debtor shall have 60 days after receiving the outstanding balance to file a claim objection with the Court. Debtor shall pay the claim in 60 regular monthly payments of $8000 amortized at 6% interest with a final balloon payment due in month 61. Class 5 Secured Claim of Weco & Associates are impaired. Debtor shall have 60 days after receiving the outstanding balance to file a claim objection with the Court. Debtor shall resume regular payments on the note in the amount of $1330. Class 6 Secured claims of Keystone Equipment Finance Corp. are impaired. Debtor shall pay the claim in 84 regular monthly payments amortized at 6% interest. The first payment shall be due the 7th day of the month to occur 60 days after the effective date with subsequent payments due the 7th day of each following month. Debtor shall continue making adequate assurance payments that come due up until the effective date. Debtor shall make payments in the amount of $810.00 monthly until Debtor receives a new amortization schedule from the Creditor in accordance with the plan treatment. Class 7 General Unsecured Claims are impaired. Allowed claims shall receive 50% of their stated balance in 20 equal quarterly payments beginning October 1, 2021. Each payment shall be made the 7th day of each following quarter. The estimated quarterly payments are $2091. Class 8 Equity Holders are impaired. The Class 8 claims consist of Equity Holder Sergio Galindo. The equity holder shall retain his interests. The Plan is feasible as a result of the income generated from Debtor’s business operations and assets. Debtor has provided a proforma in Exhibit B, which demonstrates the Plan’s feasibility. A full-text copy of the First Amended Disclosure Statement dated September 18, 2019, is available at https://tinyurl.com/y3vp6vzj from PacerMonitor.com at no charge. Attorney for Debtor Ronald J. Smeberg, Esq. THE SMEBERG LAW FIRM, PLLC 2010 West Kings Highway San Antonio, Texas 78201 (210) 695-6684, Telephone (210) 598-7357, Facsimile ron@smeberg.com About Amistad Ready Mix Amistad Ready Mix Inc., a ready-mix concrete supplier based in Del Rio, Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52645) on Nov. 5, 2018. In the petition signed by Sergio Galindo, president, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The case is assigned to Judge Ronald B. King. Smeberg Law Firm, PLLC, is the Debtor's counsel. ARCHDIOCESE OF SANTA FE: Lewis Roca Represents Parish Group ----------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Lewis Roca RothGerber Christie LLP filed a verified statement to disclose that it is representing the Parish Steering Committee of the Roman Catholic Church of the Archdiocese of Santa Fe in the Chapter 11 cases of Roman Catholic Church of the Archdiocese of Santa Fe. This Steering Committee represents all but a few of the parishes and missions of the Archdiocese, which are listed on Exhibit 1, attached and incorporated by this reference. Each of the parishes is a separate New Mexico nonprofit corporation, with legal and beneficial interests in property. Thereafter in this bankruptcy case, LRRC has been engaged to also represent the Catholic Cemetery Association, a New Mexico nonprofit corporation; The Archdiocese of Santa Fe Deposit and Loan Fund; St. Pius X High School; Archdiocese of Santa Fe Real Estate Trust; and the Archdiocese of Santa Fe Real Estate Corporation. As of Sept. 18, 2019, the list of parishes and missions of the Archdiocese and their disclosable economic interests are: (1) Steering Committee Parishes and Missions of the Archdiocese of Santa Fe c/o Very Rev. Clarence Maes Our Lady of Sorrows P. O. Box 607 Bernalillo, NM 87004 * Each parish is a separate New Mexico nonprofit corporation, with legal and beneficial interests in property. Some parishes are allegedly directly liable for claims. (2) The Catholic Cemetery Association c/o Very Rev. Clarence Maes Our Lady of Sorrows P. O. Box 607 Bernalillo, NM 87004 Tony Salgado, CPA Executive Director of Finance Archdiocese of Santa Fe – Catholic Center 4000 St. Joseph Pl. NW Albuquerque, NM 87120 * Owner and operator of Archdiocese of Santa Fe related cemeteries. (3) St. Pius X High School Carmen I. Cavnar, Business Manager Barbara Rothweiler, Principal Fr. John Trambley, President St. Pius X High School 4000 St. Joseph Pl. NW Albuquerque, NM 87120 * Owner and operator of the St. Pius X High School. (4) The ASF Deposit and Loan Fund Tony Salgado, CPA Deposit & Loan Trustee and Manager of the Deposit & Loan Trust Archdiocese of Santa Fe – Catholic Center 4000 St. Joseph Pl. NW Albuquerque, NM 87120 Very Rev. John Cannon Chair of the Deposit and Loan Trust c/o San Isidro Parish 3552 Agua Fria St. Santa Fe, NM 87507 * Owner of certain bank accounts pursuant to a trust. (5) ASF Real Estate Trust ASF Real Estate Corporation Tony Salgado, CPA Board Member Archdiocese of Santa Fe – Catholic Center 4000 St. Joseph Pl. NW Albuquerque, NM 87120 Very Rev. Glennon Jones, Vicar General Board Member Archdiocese of Santa Fe – Catholic Center 4000 St. Joseph Place NW Albuquerque, NM 87120 Very Rev. Lambert J. Luna Board Member St. Joseph on the Rio Grande 5901 St. Joseph Dr. NW Albuquerque, NM 87120 * Owner of interests in real estate subject to trust. LRRC does not represent any creditor or group of creditors as a committee in this case, except to the extent that the Parish Steering Committee is a committee appointed by the parishes to advise their collective interests. LRRC is not a fiduciary for any creditor, party in interest, or other entity that is not a party to an engagement agreement with LRRC. LRRC provides the foregoing information to comply with Bankruptcy Rule 2019 and not for any other purpose. LRRC does not make any representation concerning the validity, amount, allowance, or priority of any claims or interest. LRRC does not own, nor has LRRC ever owned, any claims against or interests in the Debtor. Counsel for Parish Steering Committee of the Roman Catholic Church of the Archdiocese of Santa Fe can be reached at: LEWIS ROCA ROTHGERBER CHRISTIE LLP Robert M. Charles, Jr., Esq. One South Church Avenue, Suite 2000 Tucson, AZ 85701-1611 Tel: (520) 629-4427 Fax: (520) 879-4705 E-mail: rcharles@lrrc.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/i6Ff8O About the Archdiocese of Santa Fe The Roman Catholic Church of the Archdiocese of Santa Fe -- https://www.archdiosf.org/ -- is an ecclesiastical territory or diocese of the southwestern region of the United States in the state of New Mexico. At present the Archdiocese of Santa Fe covers an area of 61,142 square miles. There are 93 parish seats and 226 active missions throughout this area. The Roman Catholic Church of the Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D. N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse claims. The Archdiocese reported total assets of $49,184,579 and total liabilities of $3,700,000 as of the bankruptcy filing. The Hon. David T. Thuma is the case judge. The Archdiocese tapped Elsaesser Anderson, Chtd. and Walker & Associates, P.C., as bankruptcy counsel; Stelzner, Winter, Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and King Industries Corporation as accountant. ARLEN HOUSE: Nov. 7 Hearing on Disclosure Statement --------------------------------------------------- The court has set a hearing to consider approval of the Disclosure Statement of Arlen House East 715, LLC will be held on November 7, 2019 at 11:00 a.m., in United States Bankruptcy Court 301 North Miami Avenue, Courtroom 7 Miami, FL 33128. The last day for filing and serving objections to the disclosure statement is on October 31, 2019 (seven days before Disclosure Hearing). About Arlen House East 715 Based in Miami Beach, Florida, Arlen House East 715, LLC, filed a voluntary petition under chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-16263) on May 24, 2018, listing under $1 million in both assets and liabilities. The Petition was signed by Laurent Benzaquen, authorized representative of debtor. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty, P.A., as counsel. BEACON ROOFING: Moody's Rates Proposed $300MM Sr. Sec. Notes 'B1' ----------------------------------------------------------------- Moody's Investors Service assigned a B1 to Beacon Roofing Supply, Inc.'s proposed $300 million senior secured notes due 2026. These notes are pari passu to the company's senior secured term loan maturing 2025 (B1). Proceeds from the proposed notes will be used to redeem the company's $300 million senior unsecured notes due 2023. Beacon's B1 Corporate Family Rating, B1-PD Probability of Default Rating, the B3 rating on the company's senior unsecured notes, and its SGL-2 speculative grade liquidity rating are not affected by the proposed transaction. The outlook remains stable. Moody's views the proposed transaction as credit positive, since Beacon is extending its maturity profile in a leverage-neutral transaction. Interest savings from the proposed transaction will be nominal relative to Beacon's total cash interest payments of about $185 million per year. The following ratings/assessments are affected by the action: Assignments: Issuer: Beacon Roofing Supply, Inc. Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3) Beacon's B1 Corporate Family Rating reflects Moody's expectations that operating margin percentage will improve to 4.0% - 5.0% over the next 12 to 18 months from 2.8% for the last 12 months though Q3 2019 (June 30, 2019). Adverse weather conditions severely impacted Beacon's operating performance during the last 12 months. Margin improvement will come from higher volumes and resulting operating leverage from end-market growth, and operating efficiencies. These factors give Moody's confidence that Beacon's operating performance will rebound through September 30, 2020 from historically weak levels. Moody's forecasts adjusted debt to LTM EBITDA improving to 5.25x--5.5x by fiscal year-end 2020 (September 30, 2020) from an estimated 5.7x -- 5.9x at FYE19 mainly due to better earnings and some debt reduction. A good liquidity profile, inelastic demand for roofing-related supplies, Beacon's core product group, and sound fundamentals for US construction that support growth further support the company's credit profile. Governance risks Moody's considers in Beacon's credit profile include a financial policy characterized by moderate leverage and debt reduction. However, Clayton, Dubilier & Rice LLC is the majority shareholder of Beacon, owns 100% of the company's preferred shares, and has two Board seats, giving this private-equity company substantial influence in capital deployment and slow the company's plans for deleveraging. The stable outlook reflects Moody's expectations that Beacon will perform much better over the next 12 to 18 months resulting in an improvement in debt metrics. Positive rating action is unlikely over intermediate term due to company's high leverage. However, the rating could be upgraded if (all ratios include Moody's standard adjustments): -- Debt-to-EBITDA is sustained below 4.0x -- Operating margin is sustained near 7.5% -- Substantial free cash flow results in permanent debt reduction -- Sustained organic growth is expected -- Ongoing positive trends in end markets continue The rating could be downgraded if: -- Debt-to-EBITDA is sustained above 5.5x -- EBITA-to-interest expense is sustained below 2.0x -- There is a significant deterioration in the company's liquidity profile -- Larger than anticipated shareholder distributions or share repurchases are initiated -- A sizeable debt financed acquisition is completed The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. Beacon Roofing Supply, Inc., headquartered in Herndon, Virginia, is one of the largest wholesale distributors of building products in the US. Clayton, Dubilier & Rice LLC, through its affiliates, is the majority shareholder of Beacon and owns 100% of the company's preferred shares. Revenue for the 12 months ended June 30, 2019 was about $7.0 billion. BELLRING BRANDS: Moody's Assigns B2 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service assigned first-time ratings to BellRing Brands, LLC, a wholly-owned subsidiary of Post Holdings, Inc. Ratings assigned include a B2 Corporate Family Rating, a B2-PD Probability of Default Rating and B2 ratings on $1.02 billion of proposed senior secured first lien credit facilities. The outlook on all ratings is stable. The senior secured first lien credit facilities are comprised of a $200 million revolver expiring in 2024 and an $820 million term loan due 2026. Proceeds from the term loan, along with proceeds from the planned IPO of BellRing will be upstreamed to Post to repay debt. After the IPO transaction, Post will retain an 80% ownership stake in BellRing with public equity investors holding the remaining 20%. Ratings assigned: BellRing Brands, LLC Corporate Family Rating at B2; Probability of Default Rating at B2-PD; $200 million senior secured first lien revolving credit facility expiring 2024 at B2 (LGD4); $820 million senior secured first lien term loan due 2026 at B2 (LGD4); Speculative Grade Liquidity Rating at SGL-1. Outlook is stable. RATINGS RATIONALE The B2 CFR reflects BellRing's high concentrations in its product offerings, customer base, and supply chain. Specifically, the Premier Protein brand currently generates over 75% of the company's sales and operating profit; over 60% of sales is generated through club channels; and product production is concentrated among a few contract manufacturers. The rating also reflects execution risk associated with the planned IPO and separation from Post Holdings. The company's credit profile benefits from favorable demand dynamics, reflecting growing consumer demand for healthy, convenient, protein-enriched food and beverages. Moody's estimates that the company's adjusted debt to EBITDA (including Moody's standard adjustments) will be approximately 4.5 times at IPO closing based on the last twelve months' EBITDA of $186 million as of June 30, 2019. Moody's expects that leverage will rise in the near term as the company restores brand investment to support new product launches that were deferred over the past year due to supply constraints. This is likely to reduce operating profit margins by 100 to 200 basis points. Nevertheless, free cash flow will remain strong, benefitting from an asset-light business model with modest requirements for capital expenditures. Moody's expects that over time the company will reinvest at least a portion of excess cash for strategic acquisitions, which would improve earnings diversity, but slow the pace of deleveraging. The stable outlook reflects Moody's expectation for solid revenue and EBITDA growth in the year ahead, reflecting new product launches. However, execution risk will remain high until the company successfully executes its IPO and operational separation from Post Holdings. Ratings could be upgraded if BellRing is able to materially diversify its product offerings, geographic reach, and supply chain. A successful transition to a standalone company also will be supportive to the ratings. Quantitatively, the company's ratings could be upgraded if debt to EBITDA is likely to be sustained below 4.0 times. Ratings could be downgraded if the company's liquidity and/or operating performance weakens, or if the company fails to successfully separate as a standalone company. A major supply disruption or loss of a key customer could also result in a ratings downgrade. Quantitatively, the company's ratings could be downgraded if debt to EBITDA is sustained above 5.0 times. Based in St. Louis, Missouri, BellRing Brands, LLC is sells convenient nutrition products such as ready-to-drink protein shakes, protein powders, and protein bars. The company was formed in 2019 for the purpose of acquiring Post Holdings Inc.'s Active Nutrition business. Following the IPO, Post will retain an 80% equity stake in the business. Annual revenues are approximately $860 million. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. BENTWOOD FARMS: Rabo AgriFinance Objects to Amended Disclosures --------------------------------------------------------------- Rabo AgriFinance LLC, a secured creditor, objects to the proposed first amended disclosure statement of Bentwood Farms, LLC. Rabo AgriFinance complains that the Disclosure Statement of the Debtor provides no reasonable basis for splitting the unsecured class in two by putting deficiency claims in one class and all other unsecured creditors in a separate class. The Disclosure Statement of the Debtor proposes a twenty-year amortization on Rabo’s claim but does not provide projections for that length of time. Therefore, there is insufficient information for Rabo, and the court, to determine whether the Plan is feasible. Furthermore, the plan projections do not match the information contained in the monthly statements that have been filed by the Debtor through May 2019. The Court must reject the Disclosure Statement as the Plan fails, as a matter of law. Due to the defective nature of the Plan, this case falls within the rule and authority stating that the approval of the Disclosure Statement should be denied on the ground that soliciting acceptances of the Plan and holding a confirmation hearing would constitute a wasteful and futile exercise, the secured creditor asserts. Rabo AgriFinance is represented by: Constance L. Young, Esq. Womble Bond Dickinson (US), LLP 301 South College Street, Suite 3500 Charlotte, North Carolina 28202 Tel: (704) 331-4972 Fax: (704) 331-4955 Email: Constance.Young@wbd-us.com About Bentwood Farms Bentwood Farms, LLC, is a North Carolina limited liability company having a corporate headquarters located at 1101 Circle Drive, Monroe, NC 28110. The Company operates in the crop farming industry. Bentwood Farms filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 18-31823) on Dec. 7, 2018. In the petition signed by Charlie B. Baucom, president, the Debtor estimated less than $50,000 in assets and less than $10 million in liabilities. Judge Craig J. Whitley oversees the case. Moon Wright & Houston, PLLC, is the Debtor's counsel, and GreerWalker LLP, is the financial advisor. BLUESTEM BRANDS: Moody's Lowers CFR to Caa2, Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Bluestem Brands, Inc.'s ratings, including its corporate family rating to Caa2 from Caa1, probability of default rating to Caa2-PD from Caa1-PD, and its senior secured term loan to Caa2 from Caa1. The outlook was changed to negative from rating under review. This concludes the review for downgrade that began on June 26, 2019. "The downgrade and negative outlook reflect Bluestem's increasing refinancing risk related to the July 10, 2020 expiration of its unrated ABL revolver and November 7, 2020 maturity of its senior secured term loan," stated Moody's retail analyst, Mike Zuccaro. "The company will need to address these maturities in the very near term, and it must do so in light of added complexity related to the potential April 19, 2022 expiration of its Standard Receivables Sales Agreement with Santander Consumer USA Inc. (SCUSA), as financing customer receivables is a critical component of the company's business model. Refinancing risk aside, Bluestem has made some progress in its turnaround strategies over the past year, with reduced costs and expenses and improved receivables portfolio performance yielding modest improvement in overall credit metrics. The company also continues to generate positive annual free cash flow, and meet its financial covenants; although cushion under its lender net liquidity covenant was modest as of August 2, 2019." Downgrades: Issuer: Bluestem Brands, Inc. Corporate Family Rating, Downgraded to Caa2 from Caa1 Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD Senior Secured Term Loan, Downgraded to Caa2 (LGD4) from Caa1 (LGD4) Outlook Actions: Issuer: Bluestem Brands, Inc. Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE Bluestem Brands, Inc.'s Caa2 Corporate Family rating reflects the need to refinance debt obligations over the very near term. It's ABL revolver is set to expire on July 10, 2020 and its secured term loan matures on November 7, 2020. The potential April 19, 2022 expiration of its Standard Receivables Sales Agreement with Santander Consumer USA Inc. adds significant complexity to the refinancing process. The rating also reflects the discretionary nature of its products and high credit risk of its Northstar portfolio subprime target demographic, and high, but improving, financial leverage. Balancing these risks are the company's credible position in its niche category, differentiated business model due to integration of proprietary credit offerings with a broad general merchandise offering, favorable demographics due to the large and underserved target customer demographic and continued growth in online spending overall. Environmental, social and governance (ESG) factors are also key rating considerations. While Bluestem's parent, Bluestem Group Inc. (BGRP) is a public company, affiliates of private equity firm Centerbridge Partners, L.P. own a minority stake in BGRP. Private equity ownership, or influence, can lead to more aggressive financial policies such as shareholder dividends. BGRP paid an $80 million special dividend to shareholders early in fiscal 2017. Social risk relates to Bluestem's lending to it subprime target demographic and exposure to various consumer protection statutes. Its operations, or that of its credit program partners, are subject to the jurisdiction of federal, state, and local government agencies, which could give rise to potential consumer and/or government legislation or litigation from time to time. Ratings could be downgraded if the company is unable to refinance its capital structure over the very near term. Ratings could be upgraded if the company maintains adequate liquidity by extending its debt maturity profile and receivables sales agreement over a longer term, while maintaining positive free cash flow. Specific metrics include Moody's debt/EBITDA (including leases and the off-balance sheet receivables financing adjustment) sustained below 7.0 times and EBITDA-Capex/interest expense above 1.25 times. The principal methodology used in these ratings was Retail Industry published in May 2018. Headquartered in Eden Prairie, MN, Bluestem Brands, Inc. operates multiple direct to consumer retail brands through its Northstar and Orchard portfolios. The company is owned by Bluestem Group Inc. Certain affiliates of Centerbridge Partners, L.P., a private investment firm, own a minority stake in Bluestem Group Inc BRIAN G. MEEHAN: Doctor to Contribute $100K to Fund Plan -------------------------------------------------------- Brian G. Meehan, M.D., P.C., submits this Amended Disclosure Statement. Class 3: General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim as of the Distribution Record Date, shall receive Cash equal to ten percent (10%) of its Allowed General Unsecured Claim No Holders of Allowed General Unsecured Claims shall receive interest on its Allowed Claim. The Debtor anticipates that the total amount of general unsecured claims will be approximately $155,228. Class 1: Priority Tax Claims. Each Holder of an Allowed Priority Tax Claim shall receive in accordance with section 1129(a)(9)(C) and (D) of the Bankruptcy Code, the Face Amount of its Allowed Priority Tax Claim over a period not later than five (5) years after the Petition Date, payable monthly, together with interest, on the first Business Day of each month commencing on the Effective Date of the Plan and on each monthly anniversary date thereafter until the full amount of the Allowed Priority Tax Claim is paid. The Debtor believes that the amount of the Priority Tax Claims totals $155,108. Class 2: Secured Claims of First Commonwealth Bank. The Debtor will pay to First Commonwealth Bank the sum of $41,150 in Cash as a credit against and in reduction of the outstanding arrears due on the loan form First Commonwealth Bank to the Debtor. Thereafter, on each monthly anniversary date of the Effective Date, the Debtor will pay the sum of $7,200, inclusive of interest at the rate provided in the loan documents between the Debtor and First Commonwealth Bank until the full amount of such loan has been fully paid. Lastly, in addition to the preceding on each of the first nine monthly anniversary dates of the Effective Date, the Debtor will pay to First Commonwealth Bank an additional sum of $4,140, without interest as a credit against and in reduction of the balance of the remaining arrears due on such loan prior to the Effective Date. Dr. Meehan was a 50% co-owner of the Condo Owner. On or about August 1, 2019, the Condo Owner sold the Spring Street condominium resulting in Dr. Meehan receiving his allocable share of the proceeds of the sale after deduction of the amounts for the existing mortgage and related expenses. In order to make possible a feasible Chapter 11 plan, Dr. Meehan has agreed to contribute the sum of $100,000 to the Debtor to fund the expenses of the Chapter 11 case as well as the obligations to the IRS, the secured creditors and unsecured creditors. A full-text copy of the Amended Disclosure Statement dated September 16, 2019, is available at https://tinyurl.com/y4uhjduk from PacerMonitor.com at no charge. Attorneys for the Debtor: Jeffrey N. Rich, Esq. Howard Magaliff, Esq. RICH MICHAELSON MAGALIFF LLP 335 Madison Avenue New York, New York 10017 Telephone: (646) 453 7851 About Brian G. Meehan Brian G. Meehan, M.D., P.C., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-13924) on Dec. 4, 2018. In the petition signed by Brian G. Meehan, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Stuart M. Bernstein is the case judge. Rich Michaelson Magaliff, LLP, serves as bankruptcy counsel. BRISTOW GROUP: Oct. 3 Hearing on Disclosure Statement ----------------------------------------------------- The hearing to consider (i) confirmation of the Amended Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and Its Debtor Affiliates, as Modified and (ii) approve the adequacy of the Amended Disclosure Statement for the Amended Joint Chapter 11 Plan of Reorganization of Bristow Group Inc. and Its Debtor Affiliates, as Modified previously scheduled for October 3, 2019, at 1:00 p.m. (prevailing Central Time), before the Honorable David R. Jones, United States Bankruptcy Judge, Courtroom 400, 515 Rusk Street, Houston, Texas 77002, has been rescheduled to October 3, 2019, at 9:00 a.m. (prevailing Central Time). Co-Counsel to the Debtors: James R. Prince, Esq. Omar J. Alaniz, Esq. Kevin Chiu, Esq. BAKER BOTTS L.L.P. 2001 Ross Avenue, Suite 900 Dallas, Texas 75201-2980 Telephone: (214) 953-6500 Facsimile: (214) 953-6503 Email: jim.prince@bakerbotts.com omar.alaniz@bakerbotts.com kevin.chiu@bakerbotts.com -- and -- Emanuel C. Grillo, Esq. Chris Newcomb, Esq. BAKER BOTTS L.L.P. 30 Rockefeller Plaza New York, New York 10112-4498 Telephone: (212) 408-2500 Facsimile: (212) 408-2501 Email: emanuel.grillo@bakerbotts.com chris.newcomb@bakerbotts.com Co-Counsel to the Debtors: Richard G. Mason, Esq. Amy R. Wolf, Esq. WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 Email: rgmason@wlrk.com arwolf@wlrk.com About Bristow Group Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/-- provides industrial aviation and charter services to offshore energy companies in Europe, Africa, the Americas, and the Asia Pacific. It also provides search and rescue services for governmental agencies and the oil and gas industry. Headquartered in Houston, Bristow Group employs 3,000 individuals around the world. Bristow Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion in assets and $1.886 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell, Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez & Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Bristow Group Inc. and its affiliates. The Committee selected Kramer Levin Naftalis & Frankel LLP as its legal counsel. Porter Hedges LLP is the Committee's local and conflicts counsel. Imperial Capital, LLC, is the Committee's financial advisor, and Perella Weinberg Partners LP is the investment banker. BUSY B'S: Asks Court to Extend Exclusivity Period to Dec. 6 ----------------------------------------------------------- Busy B's, LLC asked the U.S. Bankruptcy Court for the Western District of Wisconsin to extend the exclusive period for filing a Chapter 11 plan to Dec. 6 and the exclusive period to solicit acceptances of the plan to Feb. 6, 2020. Such an extension will provide the company with additional time to quantify, either by estimation or negotiation, contingent or disputed claims and move forward with presenting a confirmable Chapter 11 plan for the benefit of all creditors and stakeholders. During the extension period, Busy B's will continue its efforts to resolve various cases and controversies with various creditors, and to work with all deliberate speed in resolving issues necessary to formulate a confirmable plan in an orderly manner, which will, in the company's opinion, be of substantial benefit to the estate and its creditors. Furthermore, the additional time requested by the company should allow for more accurate forecasts based on the current year's production and the improved attention to detail on the part of the company to the elements of the production of the crop. Given the time spent in producing the crop and keeping the operation together during the growing season, Busy B's has been unable to identify, refurbish and repair or otherwise get such excess equipment ready for sale. Thus, the extension should allow the company to do that in order to prepare for a sale of the excess equipment in the Spring 2020, the likely selling season. About Busy B's LLC Busy B's LLC operates a farm known as Busy B's Partnership. Busy B's filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 19-10706) on March 15, 2019. In the petition signed by Donald Borde, member, the Debtor disclosed $255,000 in assets and $5,941,258 in liabilities. James A. Borde, member, also filed a Chapter 11 petition on March 15, 2019 and later on June 17, 2019, his brother Donald A. Borde. The three cases are now jointly administered. Judge Brett H. Ludwig is the case judge. Paul Swanson, Esq., at Steinhilber Swanson LLP represents the Debtors. BUSY B'S: Farmers Objects to Disclosure Statement ------------------------------------------------- Farmers & Merchants Union Bank ("Farmers"), objects to Busy B's, LLC, James A. Borde, Donald R. Borde's Motion to extend Exclusive Periods for Filing Chapter 11 Plan of Reorganization. Farmers points out that the Debtors have not provided a legitimate basis for the need to extend the exclusivity period and have not shown cause under any of the foregoing factors generally used by the Courts in determining if exclusivity should be extended. According to Farmers, Debtors have not provided any written proposals for a plan to Farmers in an attempt to negotiate an acceptable plan. Farmers asserts that the Debtors have failed to state any reasonable basis for an extension of the exclusive period. Attorneys for Farmers: Nancy B. Johnson, Esq. Stephanie L. Bravieri, Esq. BRENNAN * STEIL s.c. One East Milwaukee Street Janesville, WI 53545 Tel: (608) 756-4141 Fax: (608) 756-9000 About Busy B's LLC Busy B's LLC, which operates a farm known as Busy B's Partnership, filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 19-10706) on March 15, 2019. In the petition signed by Donald Borde, member, the Debtor disclosed $255,000 in assets and $5,941,258 in liabilities. James A. Borde, member, also filed a Chapter 11 petition on March 15, 2019 and later on June 17, 2019, his brother Donald A. Borde. The three cases are now jointly administered. Judge Brett H. Ludwig is the case judge. Paul Swanson, Esq., at Steinhilber Swanson LLP, represents the Debtor. BUSY B’S: Gets Court Nod of Cash Use Stipulation With F&M ----------------------------------------------------------- Judge Brett H. Ludwig of the U.S. Bankruptcy Court for the Eastern District of Wisconsin approves the stipulation between James A. Borde, Donald R. Borde and Busy B’s LLC, on the one hand; and lender Farmers & Merchants Union Bank, on the other hand. By the Stipulation, the parties agree that: * Certain categories in the budget ending Aug. 31, 2019 are increased to reflect actual expenses; * The agreed cash collateral budget be approved. The budget period extends through Dec. 31, 2019, or the sale of the 2019 crop (anticipated in January, February and March 2020); * The Lender's notice of default is resolved and withdrawn; * The Debtor withdraws its request to use cash collateral for the $11,000 repair of the pivot relay, without prejudice to seek approval at a later time; * The Debtor will make one additional adequate protection payment to Lender in the form of interest payment, calculated at 6.25% of the average principal balance (from date of payment of approximately $2.5 million in crop sales through Jan. 31, 2010). Additional sums paid to the Lender before Jan. 31, 2020 will first be applied against accrued interest. The Lender may seek additional adequate protection payments, if the plan herein is not confirmed by Feb. 28, 2020. * The Debtor will seek consent from Douglas Lambert should expenses exceed $5,000 above the forecast amount; and * The Debtor is considered in default of this agreement if it fails to make the Jan. 31, 2019 adequate protection payment of interest to Lender. The budget for the 4-months ending Dec. 31, 2019 provides for $145,750 in total operating disbursements, of which $20,000 is for labor; $232,341 for farm inputs; and $16,399 for property and liability insurance. The Stipulation will remain effective until (i) the confirmation of a Plan; (ii) the dismissal of the Debtor's case; or (iii) the conversion of the case. A copy of the Agreed Stipulation and the Budget can be accessed for free at: http://bankrupt.com/misc/Busy_Bs_103_Cash_ORD.pdf About Busy B's LLC Busy B's LLC operates a farm known as Busy B's Partnership. Busy B's filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 19-10706) on March 15, 2019. In the petition signed by Donald Borde, member, the Debtor disclosed $255,000 in assets and $5,941,258 in liabilities. James A. Borde, member, also filed a Chapter 11 petition on March 15, 2019 and later on June 17, 2019, his brother Donald A. Borde. The three cases are now jointly administered. Judge Brett H. Ludwig is the case judge. Paul Swanson, Esq., at Steinhilber Swanson LLP represents the Debtors. CAMBRIAN HOLDING: Fowler Bell Represents KEMI, et al. ----------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Fowler Bell PLLC filed a verified statement to disclose that it is representing KEMI, Komatsu, ArcelorMittal and Summit in the Chapter 11 cases of Cambrian Holding Company, Inc., et al. Fowler Bell PLLC, by and through Taft A. McKinstry, Esq. and Matthew D. Ellison, have been engaged herein to represent Kentucky Employers' Mutual Insurance Company, 250 W. Main Street, Suite 1100, Lexington, Kentucky 40507. KEMI has been advised of, and consented to, the representation. KEMI asserts claims against the Debtors. Fowler Bell PLLC, by and through Taft A. McKinstry, Esq. and Christopher G. Colson, Esq., has been engaged herein to represent Komatsu Financial Limited Partnership, c/o Vedder Price, 1633 Broadway, 31st Floor, New York, NY 10019. Komatsu has been advised of, and consented to, the representation. Komatsu asserts claims against the Debtors. Fowler Bell PLLC, by and through Taft A. McKinstry, Esq. and Christopher G. Colson, Esq., have been engaged herein to represent ArcelorMittal Dofasco, G.P. c/o Jenner & Block LLP, 353 N. Clark Street, Chicago, IL 60654-3456. ArcelorMittal has been advised of, and consented to, the representation. ArcelorMittal asserts claims against the Debtors. Fowler Bell PLLC, by and through Taft A. McKinstry, Esq. and John E. Hinkel, Jr., have been engaged herein to represent Summit Engineering, Inc., P.O. Box 3007, Pikeville, KY 41502. Summit has been advised of, and consented to, the representation. Summit asserts claims against the Debtors. Counsel for Kentucky Employers' Mutual Insurance Company; Komatsu Financial Limited Partnership; Arcelormittal Dofasco, G.P. Summit Engineering, Inc. can be reached at: FOWLER BELL PLLC Taft A. McKinstry, Esq. Christopher G. Colson, Esq. 300 West Vine Street, Suite 600 Lexington, KY 40507-1660 Telephone: (859) 252-6700 Facsimile: (859) 255-3735 Email: TMcKinstry@Fowlerlaw.com CGColson@FowlerLaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/BfUkRv About Cambrian Holding Belcher, Kentucky-based Cambrian Holding Company, Inc., and its subsidiaries produce and process metallurgical coal and thermal coal for use by utility providers and industrial companies located primarily in the eastern United States and Canada. The company began operations in 1991 and, over time, acquired various mines and mining-related assets from major coal corporations. Cambrian Holding Company and 18 of its affiliates each filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford, Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as investment banker; and FTI Consulting, Inc., as financial advisor. Epiq Corporate Restructuring, LLC, is the notice, claims and solicitation agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on June 26, 2019. The committee tapped Foley & Lardner LLP as legal counsel; Barber Law PLLC as local counsel; and B. Riley FBR, Inc. as financial advisor. CAPE MIAMI 32: L. Benzaguen Contribution, Rent Income to Fund Plan ------------------------------------------------------------------ Cape Miami 32 LLC filed a Chapter 11 plan and Disclosure Statement. Class 3 - General Unsecured Creditors are unimpaired. All unsecured claims allowed under Section 502 of the Code. Class 2 - Secured Claim are impaired. The Debtor will pay allowed secured claim and under secured claim $100,000 cash at confirmation indubitable equivalent of claim as value is agreed to be about $108,000 less sales costs. Class 4 - Equity Security Holders of the Debtor are impaired. Equity Holders will keep memberships for new value paid in this case. Payments and distributions under the Plan will be funded by the following: Laurent Benzaquen and affiliates and rent income. A full-text copy of the Disclosure Statement dated September 16, 2019, is available at https://tinyurl.com/yyfu3dof from PacerMonitor.com at no charge. Counsel for Debtors: Joel M. Aresty JOEL M. ARESTY, P.A. 309 1st Ave S Tierra Verde, FL 33715 Fax: 800-559-1870 Phone: 305-904-1903 Aresty@Mac.com About Cape Miami 32 LLC (DE) Headquartered in Miami Beach, Florida, Cape Miami 32 LLC (DE) filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17592) on June 25, 2018. In the Petition signed by Yonel Devico, MGM, the Debtor estimated its assets at between $50,000 and $100,000 and its liabilities at between $100,000 and $500,000. Joel M. Aresty, Esq., at Joel M. Aresty P.A., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. CBAK ENERGY: Receives Noncompliance Notice from NASDAQ ------------------------------------------------------ CBAK Energy Technology, Inc., received notice from the Listing Qualifications Department of The NASDAQ Stock Market on Sept. 25, 2019, indicating that, for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share and as a result, the Company is no longer in compliance with the NASDAQ Listing Rule 5550(a)(2). The notification letter states that the Company will be afforded 180 calendar days, or until March 23, 2020, to regain compliance with the minimum bid price requirement. In order to regain compliance, shares of the Company's common stock must maintain a minimum closing bid price of at least $1.00 per share for a minimum of ten consecutive business days. In the event the Company does not regain compliance with the minimum closing bid price requirement by March 23, 2020, Nasdaq may provide the Company an additional 180-day period to regain compliance, if the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if Nasdaq determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will notify the Company that its securities will be subject to delisting. The Company intends to actively monitor the bid price for its common stock between now and March 23, 2020, and will consider all available options to resolve the deficiency and regain compliance with the NASDAQ minimum bid price requirement. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of $1.95 million for the year ended Dec. 31, 2018, compared with a net loss of $21.46 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $118.34 million in total assets, $112.16 million in total liabilities, and $6.17 million in total equity. Centurion ZD CPA & Co., in Hong Kong, China, 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, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2018. All these factors raise substantial doubt about its ability to continue as a going concern. CENTER CITY HEALTHCARE: PCO Taps SAK Mgmt as Operations Advisor --------------------------------------------------------------- Suzanne Koenig, the patient care ombudsman appointed in Center City Healthcare, LLC's Chapter 11 case, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire her own firm SAK Management Services, LLC. SAK Management will serve as medical operations advisor for the ombudsman. The firm will provide these services: (a) conduct interviews of patients, family members, guardians and facility staff as required; (b) review license and governmental permits; (c) review adequacy of staffing, supplies and equipment; (d) reviewing safety standards; (e) review facility maintenance issues or reports; (f) review patient, family, staff or employee complaints; (g) review risk management reports; (h) review litigation relating to the Debtors; (i) review patient records; (j) review any possible sale, closure or restructuring of the Debtors and how it impacts patients; and (k) review other information including patient satisfaction survey results, regulatory reports, utilization review reports, discharged and transferred patient reports, staff recruitment plans and staffing plans. The firm's hourly rates range from $175 to $450. The hourly rates for the principal professionals to be employed by the ombudsman are: Suzanne Koenig $400 Joyce Ciyou $375 Anzhelika Shatrov $375 Danielle Prosperini $100 Ms. Koenig disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. SAK Management can be reached through: Suzanne Koenig SAK Management Services, LLC 300 Saunders Road, Suite 300 Riverwoods, IL 60015 Phone: 847-446-8400 Fax: 847-446-8432 E-mail: skoenig@sakmgmt.com About Center City Healthcare d/b/a Hahnemann University Hospital Center City Healthcare, LLC, is a Delaware limited liability company that operates Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors estimated assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc., as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on July 15, 2019. The committee tapped Fox Rothschild LLP as legal counsel; Sills Cummis & Gross P.C. as co-counsel; and Berkeley Research Group, LLC as financial advisor. CHOBANI GLOBAL: S&P Cuts ICR to 'B-'; Outlook Stable ---------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S. Greek yogurt producer Chobani Global Holdings LLC to 'B-' from 'B'. S&P has also lowered the ratings on their senior secured credit facilities to 'B-' from 'B', and the senior unsecured notes to 'CCC' from 'CCC+'. S&Ps said, "SAP implementation, the expansion of its Twin Falls Innovation and Community Center, and additional spending on product innovation have increased capex in the first half of 2019 to $41 million, and we expect full-year capex to total at least $90 million, which is well above our previous forecast of about $55 million. As the SAP implementation was completed in July 2019, we expect capex will decrease modestly from 2019 levels but still remain above $70 million over the next year as the company looks to further innovate. The higher capex will result in negative free cash flow for a second consecutive year, leverage remaining above 10x in 2019 and 2020 (above 7x excluding the company's preferred equity, which we treat as debt given its highly structured feature with a de-facto maturity in 12 years), and EBITDA cash interest coverage staying near 2x (compared to our prior expectation of above 2.5x to maintain a 'B' rating). Moreover, the preferred equity accretes at payment-in-kind coupon (PIK) of 9%, which may incentivize the company to refinance a portion of the preferred equity that is subject to a redemption date in June 2021 with lower coupon debt. Given the company's ongoing preference to invest in growth instead of repaying debt, future incremental cash interest debt would further pressure the company's cash interest coverage." "The stable outlook reflects our expectation that operating performance will continue to slowly improve and capital expenditures will moderate over the next year, leading to positive free operating cash flow in fiscal 2020. Although we expect debt to EBITDA to be above 7x (above 10x including the preferred equity debt adjustment) over the next 12 months, we expect modest EBITDA growth will slowly lead to better debt service capacity. A combination of new product innovation and market share gains in core categories from better marketing execution, coupled with continued cost savings that largely offset input cost inflation and ongoing marketing spending, will lead to EBITDA cash interest coverage improving closer to 2x; albeit with still high debt balances given our expectations for negligible debt repayment over the next year." "We could lower the ratings if EBITDA margins remain pressured because of higher input costs or if capital expenditures don't decline as expected, both of which could result in FOCF remaining negative or EBITDA cash interest coverage near or below 1.5x, resulting in a downgrade. EBITDA margins could decrease below current depressed levels of about 14% if production volumes do not rebound as anticipated because new product launches do not take hold, or if pricing does not meaningfully offset the company's higher milk and packaging costs." "Although unlikely in the near term, we could raise the rating if the company improves FOCF generation back to 2017 levels of more than $40 million and applies the majority of its cash flows to debt reduction, and improves interest coverage above 2.5x on a sustained basis. Free cash flows could revert to historical levels into the first half of 2021 if the company reduces its capex budget after completing spending on equipment to support new product launches. EBITDA interest coverage can improve closer to 2.5x if the company applies FOCF to debt repayment and restores EBITDA margins to 15% or higher, to the extent sales benefit from higher product pricing with less promotional activity and manufacturing utilization benefits from more production volumes from successful new product launches." CIT BANK: Moody's Gives (P)Ba1 Rating to Unsec. Bank Note Program ----------------------------------------------------------------- Moody's Investors Service assigned (P)Ba1 ratings to CIT Bank, N.A.'s bank note program for both long-term senior unsecured and subordinated notes. Moody's also assigned a rating of Ba1 to the senior unsecured notes that the bank intends to issue imminently. The outlook on the senior unsecured rating is positive. CIT Bank, N.A. is the banking subsidiary of CIT Group Inc. (senior unsecured Ba1). Assignments: Issuer: CIT Bank, N.A. Senior Unsecured Bank Note Program, Assigned (P)Ba1 Subordinate Bank Note Program, Assigned (P)Ba1 Senior Unsecured Regular Bond/Debenture, Assigned Ba1, Positive RATINGS RATIONALE The assigned (P)Ba1 program ratings for both long-term senior unsecured and subordinated debt result from the application of Moody's notching practices for US banks, incorporating its advanced loss-given-failure analysis. The assigned (P)Ba1 program ratings are positioned one notch below the bank's standalone baseline credit assessment of baa3, reflecting the extremely high loss given failure for these creditors. The analysis considers Moody's expectations on CIT Bank's asset growth, including the pending acquisition of Mutual of Omaha Bank, as well as CIT Bank's increasing use of deposits to fund its balance sheet. CIT Bank has existing ratings of Baa1/Prime-2 for long- and short-term deposits, Baa3/Prime-3 for long- and short-term counterparty risk ratings, and a Ba1 long-term issuer rating. The bank also has Baa2(cr)/Prime-2(cr) long- and short-term counterparty risk assessments. CIT Bank's positive rating outlook reflects its reduced use of confidence-sensitive market funds and promising efforts to strengthen deposit quality, and expectations that CIT Bank's operating performance will become less volatile as the earnings effects of the company's asset and liability transitions decline. It also considers the company's improved asset risks, including reduced lease residual exposure from the sale of non-core businesses and renewed emphasis on collateralized lending. Furthermore, the positive outlook reflects Moody's view that the pending acquisition of Mutual of Omaha Bank will diversify and strengthen CIT Bank's deposit franchise, expand its commercial lending and banking lines and reduce its funding costs. While there are downside risks to the acquisition, Moody's believes that the integration risks are modest given the bolt-on nature of the acquisition, and that the positives outweigh the negatives, even considering an expected short-term increase in leverage and drag on earnings. Moody's does not have any particular governance concerns for CIT Bank. WHAT COULD CHANGE THE RATINGS UP/DOWN Moody's could upgrade CIT Bank's ratings if the company: 1) is likely to sustain a ratio of net income to tangible assets of 1% (annualized) while demonstrating improved earnings stability based on effective management of credit and cyclical business challenges, and achieving targeted reductions in operating costs; 2) continues to strengthen the stability and quality of deposits; and 3) maintains a CET1 ratio at or above 10.5%, given the anticipated composition of business risks. Moody's could downgrade CIT Bank's ratings if the company's net finance margin or net income weakens materially, asset quality declines materially, or the capital position declines to less than 10% TCE/RWA. In addition, missteps in the integration of Mutual of Omaha affecting the financial standing or performance of CIT Bank, or indications of an increase in risk appetite, would be negative for the ratings. CIT BANK: S&P Assigns 'BB+' Debt Rating to Global Bank Note Program ------------------------------------------------------------------- S&P Global Ratings assigned its 'BBB-' senior unsecured debt and 'BB+' subordinated debt ratings to CIT Bank, N.A.'s (BBB-/Stable/--) $5 billion global bank note program. CIT Bank is the bank subsidiary of CIT Group, Inc. (CIT; BB+/Stable/B). The ratings reflects CIT's historically strong capital and adequate liquidity, balanced by a weaker funding profile and higher risk assets than higher rated U.S. banks, in S&P's view. CIT's cost of funds may be more subject to competitive conditions and confidence sensitivity than peer banks. Online deposits accounted for 54% of deposits and brokered deposits 8% as of June 30, 2019. The Mutual of Omaha Bank transaction adds $8.3 billion of total assets and $6.8 billion in deposits. Although CIT's capital adequacy will be somewhat reduced as a result of the transaction, S&P believes its funding profile and profitability could benefit in the long-run. CIVITAS HEALTH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Civitas Health Care Services, Inc. 5663 South Laburnam Avenue Henrico, VA 23231 Business Description: Civitas Health Care Services -- http://www.civitashealth.com-- is a health care company in Henrico, Virginia that specializes in providing mental health skill building services, therapeutic day treatment, intensive in-home services, outpatient therapy, ABA therapy, substance abuse services, and peer recovery services. Chapter 11 Petition Date: September 24, 2019 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Case No.: 19-34993 Judge: Hon. Kevin R. Huennekens Debtor's Counsel: Steven Shareff, Esq. STEVEN SHAREFF, ESQUIRE 115 West Main Street, Suite 5 P.O. Box 729 Louisa, VA 23093 Tel: 540-748-2176 Fax: 540-967-4347 E-mail: SRESEARCH39@aol.com eleban39@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Lemar Allen Bowers, chief executive officer/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/vaeb19-34993.pdf COASTLINE ELECTRICAL: Taps Yockey & Associates as Accountant ------------------------------------------------------------ Coastline Electrical Services, Inc., received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Yockey & Associates, P.C., as its accountant. The firm will assist the Debtor in the preparation and filing of its tax returns. Patrick Yockey, the firm's accountant who will be providing the services, will charge an hourly fee of $250. Mr. Yockey disclosed in court filings that he and other members of the firm do not represent any interest adverse to the Dbetor and its bankruptcy estate. Yockey & Associates can be reached through: Patrick S. Yockey Yockey & Associates, P.C. 109 East Main Street, Suite 400 Norfolk, VA 23510 Phone: (757) 216-4634 Fax: (757) 216-4636 About Coastline Electrical Services Coastline Electrical Services, Inc. is a full service commercial, industrial, and residential electrical contractor serving the Virginia, North Carolina, Washington D.C., Maryland and Delaware markets. It specializes in electrical, plumbing and fire alarm installation. Coastline Electrical Services filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50269) on Feb. 28, 2019. In the petition signed by Eric G. DePiazzy, owner and officer, the Debtor disclosed $1,333,449 in assets and $3,916,510 in liabilities. The case is assigned to Judge Klinette Kindred. The Debtor tapped Roussos & Barnhart, PLC, as counsel. COBRA PIPELINE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Cobra Pipeline Co., Ltd. P.O. Box 1420 Mentor, OH 44061-1420 Business Description: Cobra Pipeline Co. Ltd. is an Ohio based intrastate natural gas pipeline company. Chapter 11 Petition Date: September 25, 2019 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Case No.: 19-15961 Judge: Hon. Arthur I. Harris Debtor's Counsel: Thomas W. Coffey, Esq. COFFEY LAW LLC 2430 Tremont Avenue Front Cleveland, OH 44113 Tel: (216) 870-8866 E-mail: tcoffey@tcoffeylaw.com Estimated Assets: $ to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Jessica Carothers, general manager. 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/ohnb19-15961.pdf CONCORD AUTO: Gets Permission to Use Cash Collateral Thru Nov. 30 ----------------------------------------------------------------- Judge Jessica Price Smith of the U.S. Bankruptcy Court for the Northern District of Ohio authorizes Concord Auto Repair Service to use the cash collateral of U.S. Bank, N.A., on an interim basis, through Nov. 30, 2019 at 5 p.m. (Eastern Time). As adequate protection, the Debtor will pay U.S. Bank $4,500 on or before the first day of October 2019 and each month thereafter. U.S. Bank is granted a replacement lien on all the Debtor's cash collateral acquired as of the Petition Date. The Debtor will put into a separate escrow the proceeds of any of its collateral sold outside the ordinary course of business. The Court rules that Debtor may also incur trade credit in the ordinary course of business. A full-text copy of the Order is available for free at: http://bankrupt.com/misc/Concord_Auto_22_Cash_Ord.pdf 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. COOPER'S HAWK: S&P Assigns B- ICR on Ares Acquisition ----------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Cooper's Hawk Intermediate Holding LLC and a 'B-' issue-level rating and '3' recovery rating to its proposed senior secured credit facilities, which include a $35 million revolver and a $225 million term loan. The rating actions follow Ares Corporate Opportunities LP's acquisition of Cooper's Hawk. The transaction will be partially funded with $225 million of debt. Cooper's Hawk has demonstrated an effective business model in its core market with an impressive track record of increasing sales at each unit per year since inception. However, S&P believes the company is exposed to significant execution risk as a result of its highly leveraged capital structure following its acquisition by Ares. While its wine club concept has resulted in strong customer loyalty and increasing traffic over time, the business lacks meaningful scale, geographic diversity, and has a limited track record. The company competes with large-scale national and regional restaurant operators boasting stronger and better developed supply chain and marketing resources. S&P said, "The stable outlook reflects our expectation that continued same-store sales growth and expanding restaurant base will improve the company's performance over the next 12 months. We forecast modest credit metric improvement from current levels with debt/EBITDA improving to about 8x by the end of 2020 and EBITDA interest coverage approaching 2x." "We could lower the rating if we believe the capital structure is unsustainable. This could occur if the company's revenue growth and profitability are below our forecast, resulting a slow pace of deleveraging. For instance, if we expect total revenue growth under 10% along with deteriorating EBITDA margins of around 300 bps below our forecast and sustained debt/EBITDA above 9x, we could lower the ratings." "We could raise the rating if we expect debt to EBITDA to decline and remain below 7x. This could occur if the company successfully executes its growth strategy and expands EBITDA margin by 300 bps relative to the assumptions in our base-case. We would also need to be confident that Ares would not pursue additional leverage for a sustained period." COUNTRY MORNING FARMS: Bank Objects to $90K Installation Cost ------------------------------------------------------------- Bank of the West asks the U.S. Bankruptcy Court for the Eastern District of Washington to prohibit Country Morning Farms, Inc., and its debtor affiliate Country Morning Farms Cattle, LLC, from further using the cash collateral with respect to a $90,129 installation cost of a homogenizer. Aaron J. Bell, Esq., counsel to Bank of the West, argues that the proposed expenditure is neither a major equipment breakdown nor an emergency expenditure. According to Mr. Bell, the Debtors are in bad faith to have given a 24-hours' notice on a Friday, and gives appearance of an attempt to circumvent the Court's cash collateral Order. About Country Morning Farms Country Morning Farms, Inc., is a privately held company in the cattle ranching and farming business. Country Morning Farms grows its own feeds, milk its own cows, and delivers fresh dairy products to its customers. Country Morning Farms filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 19-00478) on March 1, 2019. The petition was signed by Robert Gilbert, vice president. The case is assigned to Judge Frederick P. Corbit. The Debtor is represented by siam L. Hames, Esq. at Hames, Anderson, Whitlow & O'Leary. At the time of filing, the Debtor disclosed $6,421,269 in assets and $10,586,970 in liabilities. Gregory Garvin, acting U.S. trustee for Region 18, on April 2, 2019, appointed two creditors to serve on an official committee of unsecured creditors. COUNTY CLUB: Asks Court to Extend Exclusivity Period to Oct. 15 --------------------------------------------------------------- Country Club, Inc. asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend the period during which it has the exclusive right to file a Chapter 11 plan to Oct. 15, and the period to solicit acceptances for the plan to Dec. 15. A hearing will take place on Oct. 10 at 11:00 a.m. during which the court will consider Country Club's request. About Trop Inc. Trop, Inc., is a privately held company that owns the Pink Pony, a night club in Atlanta, Georgia. Trop, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-65726) on Sept. 19, 2018. In the petition signed by Teri Galardi, chief executive officer, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Louis G. McBryan, Esq., at McBryan, LLC, is the Debtor's bankruptcy counsel. Schulten Ward Turner & Weiss, LLP, and the Law Offices of Aubrey T. Villines, Jr., serve as special counsel. CREATIVE PYROTECHNICS: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------------- The United States Trustee for Region 21 files the following objections to the final approval of the disclosure statement and confirmation of Plan of Reorganization of Creative Pyrotechnics, LLC. The Trustee asserts that the Debtor's disclosure statement and plan fail to meet the requirements as set forth by the Bankruptcy Code and supporting case law. The Trustee points out that the Debtor fails to provide any discussion regarding the Debtor's financial activity post-petition other than indicating that income has declined during the Chapter 11 proceeding. The Trustee complains that the Debtor has not provided an estimate of outstanding administrative expenses. According to the Trustee, the disclosure statement fails to provide any discussion regarding the Court's authority allowing it to pay certain critical vendors. About Creative Pyrotechnics LLC Creative Pyrotechnics, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-12325) on February 21, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Erik P. Kimball. Kelley & Fulton, PL is the Debtor's legal counsel. CRUISING GUIDE: Unsecureds to Receive 20% Distribution ------------------------------------------------------ Cruising Guide Publications, Incorporated, filed an Amended Plan of Reorganization. Class 2 - General Unsecured Creditors are impaired. The Debtor will fund Eighteen Thousand Six Hundred ($18,600.00) to a Plan Fund. Creditors in this class will receive an estimated twenty percent (20%) distribution on their claim based on an estimated total creditor body of $92,990.82 in claims. Class 1 - TD Bank, N.A. are impaired. TD shall have an allowed secured claim in the amount of $50,697.31. The allowed secured claim will be amortized over six years at 5.75% interest with monthly payments commencing thirty (30) days from the entry of the Confirmation Order. Class 3 - Equity Security Holders and Insider Claims of the Debtor are impaired. Claimants in this class will receive no distributions on their claims until such time as the Debtor has made all distributions required under Class 2. Upon entry of the Confirmation Order all shares of the Debtor will be cancelled and 100% of the shares in the Reorganized Debtor will be issued to Simon Scott. The proposed plan payments will be funded by the continued operations of the Debtor. A full-text copy of the Amended Plan dated September 19, 2019, is available at https://tinyurl.com/y38st2zd from PacerMonitor.com at no charge. Attorney for Debtor: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone #: (813) 877-4669 Facsimile #: (813) 877-5543 Office Email: All@tampaesq.com Email: Buddy@tampaesq.com Jonathan@tampaesq.com About Cruising Guide Publications Cruising Guide Publications, Incorporated, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10689) on Dec. 13, 2018. In the petition signed by Simon P. Scott, vice president / manager, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The Debtor tapped Buddy D. Ford, PA, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. DALI LOU RANCH: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Dali Lou Ranch Media, LLC 9501 Clybourn Avenue Sun Valley, CA 91352 Business Description: Dali Lou Ranch Media, LLC is a privately held company in Sun Valley, California. Chapter 11 Petition Date: September 25, 2019 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Case No.: 19-12425 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Matthew D. Resnik, Esq. RESNIK HAYES MORADI, LLP 510 West 6th Street, Suite 1220 Los Angeles, CA 90014 Tel: (213) 572-0800 Fax: (213) 572-0860 E-mail: matt@rhmfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Keith O. Munyan, Jr., managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-12425.pdf DALMATIAN FIRE: Court Approves Disclosure Statement --------------------------------------------------- The Dalmatian Fire Equipment, Inc. Disclosure Statement is approved. A hearing for consideration of confirmation of the Plan and any objections to confirmation of the Plan will be held on October 25, 2019 at 9:30 a.m. in Courtroom C, Fifth Floor, 721 19th St., Denver, CO 80202. Any objection to confirmation of the Plan must be filed with the Court on or before October 16, 2019. About Dalmatian Fire Equipment Established in 1995, Dalmatian Fire Equipment, Inc. -- http://dalmatianfire.com/-- is a supplier of refurbished self-contained breathing apparatus in North America. It provides equipment for firefighting, oil field safety, HazMat, mining and a broad range of industrial applications in the United States and Canada. Its portfolio of brands includes Scott, MSA, Drager, and Survivair. Dalmatian Fire Equipment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-18332) on Sept. 24, 2018. In the petition signed by CEO Kevin L. Simmons, the Debtor estimated assets of $1 million to $10 million and liabilities of $500 million to $1 billion. Judge Michael E. Romero oversees the case. Wadsworth Warner Conrardy, P.C., serves as the Debtor's legal counsel. Phelps Dunbar, LLP, is the special counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. DESTINY PETROLEUM: Oct. 30 Plan Confirmation Hearing ---------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Oklahoma conditionally approved the disclosure statement explaining the proposed Chapter 11 Plan of Reorganization of Destiny Petroleum LLC dated August 5, 2019, and scheduled a hearing for October 30, 2019, at 9:30 a.m., to consider entry of an order of this Court for final approval of the Disclosure Statement and confirming the Plan. Objections and responses to final approval of the Disclosure Statement or confirmation of the Plan shall be filed with the Court Clerk and served on the Debtor no later than October 15, 2019. Allowed Priority Tax Claims shall be paid in full on the effective date except to the extent that a holder of an Allowed Priority Tax Claim (i) has been paid prior to the Effective Date or (ii) agrees to different treatment. The Debtor is represented by: Clayton D. Ketter, Esq. Phillips Murrah P.C. Corporate Tower, 13th Floor 101 North Robinson Avenue Oklahoma City, OK 73102 Tel: (405) 235-4100 Fax: (405) 235-4133 Email: cdketter@phillipsmurrah.com About Destiny Petroleum Destiny Petroleum -- https://destinypetro.com/ -- is an independent oil and gas exploration and development company headquartered in Edmond, Oklahoma, and operating in Mississippi Lime sweet spots across Southern Kansas and Northern Oklahoma. Established and founded in 2015, Destiny Petroleum was incorporated and began land acquisition, technical subsurface studies and field development activities in early 2016. Destiny Petroleum LLC, based in Oklahoma City, OK, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 19-10412) on Feb. 6, 2019. In the petition signed by CEO Emad Elrafie, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Sarah A. Hall oversees the case. Clayton D. Ketter, Esq., at Phillips Murrah P.C., serves as bankruptcy counsel to the Debtor. DFW WINGS: Gets Cash Access Until Plan Confirmation Date -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorizes DFW Wings, Inc., to use cash collateral through the date of confirmation of a plan of reorganization. The Court ruling, however, does not prejudice the right of Bancorp Bank to timely raise any issue concerning cash collateral use. The Debtor will pay Bancorp $3,600 monthly for adequate protection, starting Sept. 23, 2019 and on the 23rd day of each succeeding month until the effective date of the Debtor's confirmed reorganization plan. Bancorp will be granted a valid, perfected and enforceable new, first-priority lien upon all of the Debtor's property which were subject to Bancorp's liens as of the Petition Date, to the extent of any diminution in Bancorp's interest in the collateral. A copy of the Order can be accessed for free at: http://bankrupt.com/misc/DFW_Wings_23_Cash_AgrdORD.pdf About DFW Wings DFW Wings, Inc., doing business as Buffalo Wings & Rings, owns and operates a chicken wings restaurant in Arlington, Texas. DFW Wings sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-43264) on Aug. 7, 2019. In the petition signed by William Melton, president, the Debtor disclosed total assets of $175,675, and total liabilities of $1,706,732. The Hon. Edward L. Morris is the case judge. Behrooz P. Vida, Esq., of THE VIDA LAW FIRM, PLLC, is the Debtor's attorney. DIOCESE OF WINONA: Seeks to Extend Exclusivity Period to March 31 ----------------------------------------------------------------- The Diocese of Diocese of Winona-Rochester asked the U.S. Bankruptcy Court for the District of Minnesota to extend the period within which the Diocese has the exclusive right to file a Chapter 11 plan to March 31, 2020, and the exclusive period in which the Diocese may obtain acceptances of the plan to May 29, 2020. Since the filing of the case, the Diocese has attempted to facilitate a successful mediation in the Adversary Proceeding No. 18-03094, including by negotiating with the creditors' committee, survivors' counsel and the insurance carrier defendants to select a mutually agreeable mediator, and undertaking communications and information-sharing efforts with those parties. While it is hopeful that progress will continue to be made, the Diocese expects that it will take more than one additional mediation session to achieve resolutions with the various constituents. The next mediation session is scheduled to occur on Oct. 25. About the Diocese of Winona-Rochester The Diocese of Winona-Rochester was established on Nov. 26, 1889 when Pope Leo XIII issued the apostolic constitution which erected the diocese, and set its geographical boundaries. The Diocese encompasses the 20 southernmost counties of the state of Minnesota and measures 12,282 square miles. The Diocese is home to 107 parishes, four high schools, 30 junior high, elementary or preschools, and Immaculate Heart of Mary Seminary in Winona. The Diocese of Winona-Rochester is headquartered at the Diocesan Pastoral Center in Winona, Minnesota. The Diocese of Winona-Rochester sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on Nov. 30, 2018. In the petition signed by Reverend Monsignor Thomas P. Melvin, vicar general, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The case is assigned to Judge Robert J. Kressel. Bodman PLC is the Debtor's bankruptcy counsel. Restovich Braun & Associates, led by Christopher W. Coon, is the local counsel. Alliance Management, LLC, is the financial consultant. The U.S. Trustee for Region 12 on Dec. 19 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Diocese of Winona-Rochester. The Official Committee of Unsecured Creditors of The Diocese of Diocese of Winona-Rochester seeks authority from the United States Bankruptcy Court for the District of Minnesota (St Paul) to hire Stinson Leonard Street LLP as its bankruptcy counsel. DPW HOLDINGS: Signs Second Exchange Agreement with Investor ----------------------------------------------------------- As previous reported in the Current Report on Form 8-K filed by DPW Holdings, Inc. on July 2, 2019, the Company entered into an exchange agreement with an institutional investor pursuant to which, in exchange for that certain Term Promissory Note issued by the Company to the Investor on Sept. 21, 2018, the Company sold to the Investor a new convertible promissory note in the principal amount of $783,031 with an interest rate of 12% per annum. On Sept. 26, 2019, the Company entered into a second Exchange Agreement with the Investor pursuant to which, in exchange for Old Note, the Company sold to the Investor a new convertible promissory note in the principal amount of $815,218 with an interest rate of 12% per annum. Subject to the approval by the NYSE American, the New Note will be convertible into shares of common stock, par value $0.001 per share, commencing on Oct. 31, 2019, at conversion price equal to $4.00. In connection with the Exchange Agreement, the Company and the Investor entered into a Forbearance Agreement pursuant to which the Investor agreed to forebear through the close of business on Oct. 31, 2019, from exercising the rights and remedies it is entitled to under the Old Note, and any and all transaction documents related thereto, in consideration for the Company's agreement to issue the New Note. Pursuant to an amended and restated registration rights agreement by and between the Company and the Investor, the Company will file with the Securities and Exchange Commission an amended registration statement on Form S-3 under the Securities Act of 1933, as amended, relating to the resale by the Investor of all (or such other number as the SEC will permit) of the Conversion Shares no later than Oct. 21, 2019. Description of Convertible Promissory Note The New Note has a principal face amount of $815,218 with an interest rate of 12% per annum and a maturity date of Dec. 31, 2019. Commencing on Oct. 31, 2019, the New Note shall be convertible into such number of shares of Common Stock issuable determined by dividing the principal amount of the New Note, subject to adjustments as provided in the Exchange Agreement, by the Conversion Price. The New Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the New Note, failure to comply with certain covenants contained in the New Note, or bankruptcy or insolvency of the Company. If at any time after the Closing Date, the closing price of the shares of Common Stock for any 3 consecutive Trading Days equals or exceeds $7.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Closing Date, the "Forced Conversion Price"), the Company may, within 1 trading day of the end of any such period, deliver a notice to the Investor to cause the Investor to immediately convert all or part of the then outstanding principal amount of Note at the Forced Conversion Price. After the occurrence of any Event of Default (as defined in the New Note) that results in the eventual acceleration of the New Note, the interest rate on the New Note will accrue at an additional interest rate equal to the lesser of 18.0% per annum or the maximum rate permitted under applicable law, shall be compounded daily, and shall be due and payable on the first Trading Day of each calendar month during the continuance of such Event of Default. The Conversion Shares were offered and sold to the Investor in reliance upon exemption from the registration requirements under Section 3(a)(9) under the Securities Act of 1933, as amended. 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. EAST END: Taps Sherman & Howard as Special Counsel -------------------------------------------------- East End Bus Lines, Inc., received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Sherman & Howard, LLC, as special counsel. The firm will represent the company and its affiliates in labor relations matter involving the National Labor Relations Board and the Equal Employment Opportunity Commission. The firm's hourly rates are: Partners $490 Associates $325 Sherman & Howard neither holds nor represents any interest adverse to the Debtors and their bankruptcy estates, according to court filings. The firm can be reached through: Patrick R. Scully, Esq. Sherman & Howard, LLC 633 Seventeenth Street, Suite 3000 Denver, CO 80202 Phone: 303.299.8218 / 303.297.2900 Fax: 303.298.0940 E-mail: pscully@shermanhoward.com About East End Bus Lines East End Bus Lines Inc. and its subsidiaries -- https://www.eastendbus.com/ -- offer bus transportation services for students. East End Bus Lines and Montauk Student Transport are dedicated to providing cost-effective solutions for transportation requirements for private schools, public schools, charter trips, and camping events. Founded in 2007, East End Bus Lines was later joined by Montauk Student Transport under the guidance of John Mensch. East End Bus Lines and its subsidiaries, namely, Montauk Student Transport LLC, and Montauk Transit Service LLC, filed voluntary Chapter 11 petitions (Bankr. E.D.N.Y. Lead Case No. 18-76176) on Sept. 13, 2018. In the petitions signed by John Mensch, president, East End Bus Lines and Montauk Student Transport estimated up to $50,000 in assets and $10 million to $50 million in liabilities while Montauk Transit Service estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtors tapped Weinberg, Gross & Pergament LLP as their legal counsel, and Giambalvo, Stalzer & Company, CPA's, PC, as their accountant. The Debtors hired Littler Mendelson PC, as special counsel to represent them in labor relations matters. No official committee of unsecured creditors has been appointed. ELEFTHERIA LLC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Eleftheria, LLC as of Sept. 24, according to a court docket. About Eleftheria Eleftheria, LLC, is the fee simple owner of two real estate properties in Memphis, Tennessee having a total current value of $1,153,000. Eleftheria, LLC, based in Memphis, Tenn., filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 19-26603) on Aug. 20, 2019. In the petition signed by James Skefos, chief manager, the Debtor disclosed $1,153,000 in assets and $2,292,812 in liabilities. The Hon. Jennie D. Latta oversees the case. Eugene G. Douglass, Esq., at Douglass & Runger, serves as bankruptcy counsel to the Debtor. ENTERPRISE INSURANCE: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------------ Nancy J. Gargula, United States Trustee for Region 21, objects to the Disclosure Statement and confirmation of the Chapter 11 Plan of Reorganization filed by Enterprise Insurance Agency, Inc. The United States Trustee objects to the Disclosure Statement and to confirmation of the Plan because both the Disclosure Statement and Plan fail to address and provide for the secured claim of Swift Financial, LLC, as servicing agent for WebBank, successor in interest to Celtic Bank Corp., (Proof of Claim 1-1) filed on February 15, 2019, in the amount of $40,306.19. About Enterprise Insurance Agency Inc. Enterprise Insurance Agency, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00811) on February 6, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Cynthia C. Jackson. The Debtor tapped the Law Offices of L. William Porter III, P.A. as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Enterprise Insurance Agency, Inc. as of March 18, according to a court docket. EPIC COMPANIES: Gets Approval to Hire Shipbroker Kennedy Marr -------------------------------------------------------------- Epic Companies, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire shipbroker Kennedy Marr Ltd. The firm will provide these services: (a) perform a "desk-top valuation assessment" of the fair market value of the Debtors' vessels; (b) develop a suitable sales methodology for the market in conjunction with the Debtors; (c) contact prospective buyers to determine whether they have serious interest in purchasing the vessels; (d) generate offers for the vessels at the best prices; (e) advise regarding market changes that could impact the vessels' value; (f) arrange necessary inspections; (g) forward offers received; and (h) draft appropriate reports, assist in preparing sales documents, and advise on a prospective buyer's ability to perform. Kennedy Marr will be paid the following fees: (i) an initial valuation fee of GBP9,000, plus any applicable taxes; (ii) a marketing services fee of GBP15,000, plus any applicable taxes; and (iii) a brokerage fee of 1 percent of the vessels' gross sale proceeds if a sale closes to any party other than White Oak Global Advisors, LLC. Kennedy Marr is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mark Pasha Kennedy Marr Ltd 2nd Floor, Grant House, 56/60 St John Street London EC1M 4HG Tel: +44 20 7553 9560 Fax: +44 20 7253 9310 Email: london@kennedymarr.com About Epic Companies Headquartered in Houston, Epic Companies, LLC is a full-service provider to the global decommissioning, installation and maintenance markets. Its services include heavy lift, diving and marine, specialty cutting and well plugging and abandonment services. It has limited ongoing operations and is owned 50 percent by Orinoco and 50 percent by Oakridge Natural Resources, LLC and Oakridge Energy Partners LLC. Epic Companies and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34752) on Aug. 26, 2019. At the time of the filing, Epic Companies had estimated assets of between $10 million to $50 million and liabilities of between $100 million and $500 million. The Debtors tapped Porter Hedges LLP as bankruptcy counsel; S3 Advisors, LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC as claims agent. EPIC COMPANIES: Hires Keen-Summit Capital as Real Estate Advisor ---------------------------------------------------------------- Epic Companies, LLC and its debtor-affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Keen-Summit Capital Partners LLC as their real estate advisor. The firm will provide these services: (a) review pertinent documents and consulting with Debtors' counsel upon request; (b) coordinate with Debtors on the development of due diligence materials; (c) develop and implement a marketing plan, subject to Debtors' review and approval; (d) communicate regularly with prospects and maintain records of communication; (e) solicit offers for a transaction; (f) assist Debtors in evaluating, structuring, negotiating and implement the terms and conditions of a proposed transaction; (g) run an auction or overbid process in accordance with bid procedures that may be filed for the Debtors' cases; (h) communicate regularly with Debtors and their advisors in connection with the status of Keen's efforts; and (i) work with Debtors' attorneys responsible for the implementation of the proposed transactions, review documents, and negotiate and assist in resolving problems which may arise. Keen-Summit will be compensated according to this fee structure: (i) Advisory Fee. For the review of documents and the creation of marketing strategy, the Debtors will pay Keen-Summit a non-refundable advisory and consulting fee of $35,000 on the effective date. (ii) Transaction Fee. Keen-Summit will get six percent of the gross proceeds from each transaction. (iii) Timing of Payment. Simultaneously with the closing of the sale of the property. Keen-Summit is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached at: Matthew Bordwin Keen-Summit Capital Partners LLC 1 Huntington Quadrangle, Suite 2C04 Melville, NY 11747 Tel: (646) 381-9202 Email: mbordwin@keen-summit.com About Epic Companies Headquartered in Houston, Epic Companies, LLC is a full-service provider to the global decommissioning, installation and maintenance markets. Its services include heavy lift, diving and marine, specialty cutting and well plugging and abandonment services. It has limited ongoing operations and is owned 50 percent by Orinoco and 50 percent by Oakridge Natural Resources, LLC and Oakridge Energy Partners LLC. Epic Companies and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34752) on Aug. 26, 2019. At the time of the filing, Epic Companies had estimated assets of between $10 million to $50 million and liabilities of between $100 million and $500 million. The Debtors tapped Porter Hedges LLP as bankruptcy counsel; S3 Advisors, LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC as claims agent. EUREKA WINDBER: Oct. 18 Hearing on Disclosure Statement ------------------------------------------------------- The hearing to consider approval of the Disclosure Statement of Eureka Windber, LLC will be held at First Floor Penn Traffic Building, 319 Washington Street Johnstown, Pennsylvania 15901, Courtroom B, on October 18, 2019 at 11:00 AM. The last date to file and serve written objections to the disclosure statement is on October 11 2019. About Eureka Windber Eureka Windber, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-70301) on May 20, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Jeffery A. Deller. Robleto Law, PLLC is the Debtor's legal counsel. FAVORITE FARMS: Case Summary & 17 Unsecured Creditors ----------------------------------------------------- Debtor: Favorite Farms, Inc. 10070 McIntosh Road Dover, FL 33527 Business Description: Favorite Farms, Inc. owns a strawberry farm in Dover, Florida. Chapter 11 Petition Date: September 24, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-09034 Debtor's Counsel: Scott A. Stichter, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: 813-229-0144 Fax: 813-229-1811 E-mail: sstichter.ecf@srbp.com sstichter@srbp.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Linda R. Brown, secretary/director. A copy of the Debtor's list of 17 unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-09034_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb19-09034.pdf FIRESTAR DIAMOND: Fantasy Diamond Objects to Disclosure Statement ----------------------------------------------------------------- Fantasy Diamond Corporation objects to the Disclosure Statement for the Chapter 11 Trustee's Joint Chapter 11 Plan for Firestar Diamond Inc. FDC points out that the Disclosure Statement does not contain adequate information for general unsecured creditors, including FDC, to determine whether to vote to accept or reject the Plan in respect of items (iii), (vii), (viii), (x), (xi), (xii), and (xiii). FDC asserts that the Disclosure Statement does not state what general unsecured creditors may anticipate as a recovery on their claims (item viii) and provides no guidance or information of the sort covered by items (iii), (vii), (x), (xi), and (xii) from which they can make any conclusion or conduct an independent analysis thereon. FDC complains that the Disclosure Statement does not provide any identification of or other information with respect to the Retained Causes of Action, as defined in the Plan. According to FDC, general unsecured creditors have no basis to evaluate or make this election. Attorneys for FDC Corporation: Stephen B. Ravin, Esq. John D. Demmy, Esq. SAUL EWING ARNSTEIN & LEHR LLP 1270 Avenue of the Americas, Suite 2005 New York, NY 10020 Telephone: (212) 980-7200 Email: Stephen.ravin@saul.com John.demmy@saul.com 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. FIRESTAR DIAMOND: Trustee Taps Omni as Administrative Advisor ------------------------------------------------------------- Richard Levin, the Chapter 11 trustee for Firestar Diamond, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to retain Omni Management Group as his administrative advisor. The firm will provide bankruptcy administrative services, which include the solicitation, balloting and tabulation of votes in case the company and its affiliates file a Chapter 11 plan, and the preparation of reports in support of confirmation of the plan. The fees Omni will charge range from $25 to $155 per hour, plus out-of-pocket expenses. Paul Deutch, senior vice president of Omni, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul H. Deutch Omni Management Group 1676 Bryan Road, Suite 100 Dardenne Prairie, MO 63368 Phone: (636) 294-1418 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, and has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. . It employs over 1,200 people. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufactures wedding rings and wedding bands. Firestar Diamond, A. Jaffe 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. 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., has been appointed as Chapter 11 trustee for Firestar Diamond. The trustee tapped Jenner & Block, LLP as his legal counsel; Alvarez & Marsal Disputes and Investigations, LLC as his financial advisor; and Gem Certification & Assurance Lab, Inc. as his appraiser. John J. Carney, Esq., has been appointed as examiner in the Debtors' cases. Alvarez & Marsal Disputes and Investigations, LLC serves as his financial advisor. GCX LIMITED: Nov. 13 Plan Confirmation Hearing ---------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware approved the motion for approval of the disclosure statement explaining the prepackaged joint plan of GCX Limited, and scheduled a hearing for November 13, 2019, at 10:00 a.m., to consider entry of an order of this Court for final approval of the disclosure statement and confirming a Plan. Any objections to the adequacy of the disclosure statement or confirmation of the Plan shall be filed on or before November 6, 2019, at 4:00 p.m. The Voting Record date of August 27, 2019, and the Voting Deadline of October 15, 2019, at 4:00 p.m., are approved. The Debtors commenced these chapter 11 cases on the Petition Date to implement a value maximizing restructuring with the support of the first lien lenders of the Debtors holding in excess of 66-2/3% in the aggregate first lien debt of the Debtors on the terms set forth in that certain Restructuring Support Agreement (RSA), dated as of September 15, 2019. The RSA, and the Plan implementing the same, contemplates (i) a debt-to-equity recapitalization transaction, whereby holders of Senior Secured Notes Claims will receive 100% of the new equity interests of Reorganized GCX and (ii) a simultaneous marketing process in which the Debtors will solicit bids for the potential sale of all or a portion of their business pursuant to a chapter 11 plan of reorganization. The Debtors and their advisors have developed auction and bidding procedures for the orderly and value-maximizing marketing and sale of the business of the Debtors in support of the marketing and potential sale process of the Debtors. The initial assessment showed that a chapter 11 sale process would provide strategic parties with the best opportunity to understand the nature of the operations and assets of GCX, which should generate interest from potential acquirers. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yxz4undd from PacerMonitor.com at no charge. The Debtors are represented by M. Blake Cleary and Jaime Luton Chapman of Young Conaway Stargatt & Taylor, LLP; Chris L. Dickerson, Brendan M. Gage and Robert A. Dixon Jr. of Paul Hastings LLP; and Todd M. Schwartz of Paul Hastings LLP. About Global Cloud Xchange Global Cloud Xchange (GCX), a subsidiary of Reliance Communications, offers a comprehensive portfolio of solutions customized for carriers, enterprises and new media companies. GCX -- http://www.globalcloudxchange.com/-- owns the world's largest private undersea cable system spanning more than 68,000 route kms which, seamlessly integrated with Reliance Communications' 200,000 route kms of domestic optic fiber backbone, provides a robust Global Service Delivery Platform. With connections to 40 key business markets worldwide spanning Asia, North America, Europe and the Middle East, GCX delivers leading edge next generation Enterprise solutions to more than 160 countries globally across its Cloud Delivery Network. GCX Limited and 15 subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 19-12031) on Sept. 15, 2019, to seek confirmation of a pre-packaged Plan of Reorganization. The Restructuring Support Agreement, and the Plan implementing the same, contemplates (a) a debt-to-equity recapitalization transaction, whereby the Senior Secured Noteholders will receive a pro rata share of (i) 100% of the new equity interests of reorganized GCX and (ii) second lien term loans in an aggregate principal amount of $200 million and (b) a simultaneous "go-shop" process in which the Debtors will solicit bids for the potential sale of all or a portion of their business pursuant to the Plan. The Debtors are estimated to have $1 billion to $10 billion in assets and liabilities, according to the petitions signed by CRO Michael Katzenstein. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP as local bankruptcy counsel; PAUL HASTINGS LLP as general bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD & CO., LIMITED, as investment banker. PRIME CLERK LLC is the claims agent. GEORGIA DIRECT: Seeks to Hire Barron Business as Financial Advisor ------------------------------------------------------------------ Georgia Direct Carpet, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Barron Business Consulting as financial advisor. The firm will provide these services in connection with the Debtors' Chapter 11 cases: a) develop forecasts and other analyses to support the assessment of value for the Debtors' assets; b) prepare financial-related disclosures required by the court, including monthly operating reports; c) prepare budgets and projections; d) analyze cash flow; e) assist Debtors with claims processing, analysis and reporting, including plan classification and claims estimation; and f) assist Debtors in the formulation of their plans of reorganization. The firm will charge an hourly fee of $375. Bernadette Barron, owner of and financial advisor at Barron Business, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bernadette M. Barron Barron Business Consulting, Inc. 201 N. Illinois, Suite 1630 Indianapolis, IN 46204 Phone: (312) 422-0040 Email: bbarron@barronbusinessconsulting.com About Georgia Direct Carpet Georgia Direct Carpet, Inc., also known as Georgia Carpet Direct, owns and operates a carpet and flooring store in Richmond, Indiana. It offers carpets, hardwoods, laminate flooring and ceramic tile floor products. Georgia Direct Carpet sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 19-06316) on Aug. 26, 2019. In the petition signed by Anthony Bledsoe, president, the Debtor estimated assets and liabilities at $1 million to $10 million. The Hon. Robyn L. Moberly is the case judge. Mattingly Burke Cohen & Biederman LLP represents the Debtor. GIGA-TRONICS INC: All Six Proposals Approved at Annual Meeting -------------------------------------------------------------- Giga-tronics Incorporated held its annual meeting of shareholders on Sept. 19, 2019, at which the shareholders: (1) elected Lutz P. Henckels, John R. Regazzi, William J. Thompson, and Jamie Weston as directors for the ensuing year; (2) ratified the appointment of Armanino LLP as independent certified public accountants for the fiscal year ending March 28, 2020; (3) approved, on an advisory basis, the compensation of the Company's executive officers; (4) approved, on an advisory basis, an annual advisory vote to approve executive compensation; (5) approved an increase in authorized Common Stock; and (6) approved a reverse split of the Company's common stock. Following the meeting, the Company's board of directors resolved to continue the Company's practice of having advisory votes regarding its executive compensation annually. On Sept. 24, 2019, Giga-tronics Incorporated amended its Articles of Incorporation to increase the number shares of authorized shares of Common Stock from 40 million to 200 million by filing a Certificate of Amendment with the California Secretary of State. The Company's shareholders approved this amendment at the Company's annual meeting of shareholders on Sept. 19, 2019. At the annual meeting, the Company's shareholders also approved a reverse split of its Common Stock, which would be implemented by an amendment to the Company's articles of incorporation. The Company has not yet determined whether or when to implement the reverse split or the ratio of the reverse split. Prior to implementing the reverse split, the Company will publicly announce its decisions regarding the ratio of the reverse split and the effective date. About Giga-Tronics Headquartered in Dublin, California, Giga-Tronics Incorporated is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics produces RADAR filters and Microwave Integrated Components for use in military defense applications as well as sophisticated RADAR and Electronic Warfare (RADAR/EW) test products primarily used in electronic warfare test & emulation applications. Giga-Tronics reported a net loss of $1.04 million for the year ended March 30, 2019, a net loss of $3.10 million for the year ended March 31, 2018, and a net loss of $1.54 million for the year ended March 25, 2017. As of June 29, 2019, the Company had $7.89 million in total assets, $5.97 million in total liabilities, and $1.92 million in total shareholders' equity. GRASSO BROS: $6.9M Sale of St. Louis Property to IAM Approved ------------------------------------------------------------- Judge Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern District of Missouri authorized Grasso Bros. Land Co., Inc., doing business as M&J Land Co., Inc., to assume a Sale Contract dated June 27, 2019, as amended by a First Amendment to Sale Contract dated Sept. 5, 2019, in connection with the sale of its interests in the real estate and a building thereon located at 6245 Lemay Ferry Road, St. Louis, Missouri to T & M Enterprise, LLC or its assignee, IAM Aerospace, LLC, for $6.9 million, subject to satisfaction of certain conditions. The sale is free and clear of all interests, including liens and encumbrances, and any such interests, including liens and encumbrances will attach to the proceeds of sale. No later than the business day prior to the date of the closing of the sale of the Warehouse Property to the Purchaser, PNB will deliver to the Debtor a payoff letter that includes a calculation of unpaid principal, interest, late charges, extension fees, foreclosure publication costs, foreclosure title search costs, and attorneys' fees, costs and expenses as of the Closing Date, and providing instructions for remittance of the amount of the PNB Secured Claim to PNB. A calculation of the PNB Secured Claim as of Sept. 30, 2019 is attached to the Order as Exhibit A, which calculation will be updated in the PNB Payoff Letter to include: (a) attorneys' fees and costs incurred by PNB from Sept. 1, 2019 through the Closing Date, and (b) any interest accruing after Sept. 30, 2019 (at the per diem rate of $638). The Debtor and the title company involved in the closing of the sale of the Warehouse Property are each authorized and directed to remit payment in full of the PNB Secured Claim to PNB on the Closing Date in accordance with the PNB Payoff Letter. A certified copy of the Order may be filed with the appropriate clerk and/or recorded with the appropriate recorder, secretary of state, or other filing office to act to evidence the cancellation and release of any of the liens and interests of record. The Purchaser and the Debtor will complete and close the sale of the Warehouse Property in accordance with terms and conditions contained in the Sale Contract and the Order by Sept. 30, 2019. At the hearing on the Sale Motion on Sept. 23, 2019, PNB submitted a credit bid for the Warehouse Property equal to the amount of the PNB Secured Claim as a "back-up" bid for the Warehouse Property. In the event that the sale of the Warehouse Property does not close (and the PNB Secured Claim is not otherwise paid in full) by Sept. 30, 2019 (or such later date agreed to by PNB in writing), (a) the Debtor will take all actions necessary or appropriate to transfer the Warehouse Property to PNB, free and clear of all interests, including liens and encumbrances, in consideration of PNB's credit bid of the PNB Secured Claim, and (b) PNB will thereafter be entitled to enforce all rights and protections granted under this Order the same as if PNB were "Purchaser." The Debtor's counsel will file a Report of Sale within 14 days of the closing of the Sale. No later than two business days after the entry of the Order, Debtor will serve a copy of the Order, and will file a certificate of service pursuant to Local Rule 9004(D) within 24 hours of service. Notwithstanding Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Court finds that no cause exists to delay the implementation or effectiveness of the Order. The 14-day stay period under Bankruptcy Rule 6004(h) is eliminated and the Order will be effective immediately upon its entry upon the docket of the Court. About Grasso Bros. Land Company d/b/a M&J Land Company, Inc. Grasso Bros. Land Company, Inc., based in Grasso Bros. Land Company, Inc., filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 19-44433) on July 17, 2019. In the petition signed by Mary Grasso, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Barry S. Schermer oversees the case. J. Talbot Sant, Jr., at Affinity Law Group, LLC, serves as bankruptcy counsel. GREEN FAMILY FUN ZONE: Seeks Court OK to Use Huntington Bank Cash ----------------------------------------------------------------- Green Family Fun Zone, LLC, asks the U.S. Bankruptcy Court for the Northern District of Ohio to authorize, on an interim basis, use of the cash collateral of Huntington National Bank in order to pay costs and expenses in the administration of the Debtor's Chapter 11 case. The Debtor seeks to grant Huntington replacement liens as adequate protection for the use of cash collateral. The Debtor owes Huntington Bank approximately $1,678,363 as of the Petition Date. A copy of the Motion is available for free at: http://bankrupt.com/misc/Green_Family_5_Cash_MO.pdf The Debtor seeks an expedited hearing on the motion. About Green Family Fun Zone Green Family Fun Zone, LLC -- https://gotothezone.com/ -- owns and operates an amusement complex in North Canton, Ohio. The amusement center features a go-cart track, bumper cars, and a miniature golf course, and has facilities to accommodate small and large parties. The company filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 19-52276) on Sept. 20, 2019 in Akron, Ohio. Judge Alan M. Koschik is assigned the Debtor's case. In the petition signed by Scott Plummer, manager, the Debtor disclosed $698,550 in total assets and $1,699,086 in total liabilities. Michael J. Moran, Esq., of GIBSON & MORAN, represents the Debtor. GUE LIQUIDATION: Oct. 23 Hearing on Disclosure Statement -------------------------------------------------------- A hearing to consider approval of the Disclosure Statement of GUE Liquidation Companies, Inc., et al., will commence on October 23, 2019 at 2:00 p.m. (prevailing Eastern time) before the Honorable Laurie Selber Silverstein, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 6th Floor, Courtroom No. 2, Wilmington, Delaware 19801. Any objection or response of a party regarding the approval of the Disclosure Statement must be filed and served on or before October 16, 2019 at 4:00 p.m. (prevailing Eastern time). Class 4 - General Unsecured Claims are impaired and estimated to total [$75M - $85M]. Unless otherwise agreed by any Holder of an Allowed General Unsecured Claim and the Debtors or the Committee Liquidation Trustee (as applicable), each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata Share of the Committee Liquidation Trust Assets in excess of any amounts necessary to pay Committee Liquidation Trust Expenses; provided, however, that the Committee Settlement Amount shall only be available for payment of Allowed Class 4 Claims to the extent that the Debtor Liquidation Trustee has paid in full pursuant to the terms of the Plan, or, in its sole discretion, fully reserved for, all: (A) Allowed Administrative Expense Claims, (B) Allowed Priority Tax Claims, (C) Allowed Priority Claims and (D) Allowed Other Secured Claims. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y4jzhhbf from PacerMonitor.com at no charge. Attorneys for Debtors: Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Brett M. Haywood, Esq. Megan E. Kenney, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: defranceschi@rlf.com heath@rlf.com haywood@rlf.com kenney@rlf.com -- and -- Heather Lennox, Esq. Thomas A. Wilson, Esq. JONES DAY 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Email: hlennox@jonesday.com tawilson@jonesday.com -- and -- Brad B. Erens, Esq. Caitlin K. Cahow, Esq. JONES DAY 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 Facsimile: (312) 782-8585 Email: bberens@jonesday.com ccahow@jonesday.com About FTD Companies FTD Companies, Inc. -- http://www.ftdcompanies.com/-- is a premier floral and gifting company. Through its diversified family of brands, it provides floral, specialty foods, gifts, and related products to consumers primarily in North America. It also provides floral products and services to retail florists and other retail locations throughout these same geographies. FTD has been delivering flowers since 1910, and the highly-recognized FTD brand is supported by the iconic Mercury Man logo, which is displayed in over 30,000 floral shops in more than 125 countries. In addition to FTD, its diversified portfolio of brands includes these trademarks: ProFlowers, Shari's Berries, Personal Creations, Gifts.com, and ProPlants. FTD Companies is headquartered in Downers Grove, Ill. On June 3, 2019, FTD Companies and 14 domestic subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11240). The Debtors disclosed $312.7 million in assets and $374.9 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Jones Day and Richards, Layton & Finger, P.A., as legal counsel; Moelis & Company LLC as financial advisor; and Piper Jaffray & Co. as investment banker. AP Services, LLC, an affiliate of AlixPartners, provides restructuring services. Omni Management Group is the claims agent and has put up the site http://www.FTDrestructuring.com/ GVM INC: Seeks to Hire Brown Schultz as Auditor ----------------------------------------------- GVM, Inc. seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Brown Schultz Sheridan & Fritz as auditor. The firm will provide audit services related to the statement of net assets available for benefits of GVM, Inc. 401(k) Plan as of December 31, 2018 and the related statement of changes in net assets available for benefits for the year then ended and the related notes to the financial statement. The Debtor will pay Brown Schultz a retainer of $5,000. In addition, the Debtor will be charged at the rate of $175 per hour by the firm for all other services. Wanda Lynn, a principal at Brown Schultz, disclosed in court filings 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 estate. The firm can be reached through: Wanda K. Lynn, CPA Brown Schultz Sheridan & Fritz 210 Grandview Avenue Camp Hill, PA 17011 Tel: (717) 761-7171 About GVM Inc. GVM Inc. -- https://www.gvminc.com -- is a manufacturer of agricultural application and snow equipment. Its affiliate Independent AG Equipment, Inc. is a distributor of multiple equipment lines and acts as separate entity from manufacturing. GVM West, LTD is a supplier of farm equipment parts. GVM and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Lead Case No. 19-03013) on July 13, 2019. The petitions were signed by Mark W. Anderson, president. At the time of the filing, GVM disclosed assets of between $10 million and $50 million and liabilities of the same range. Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C. represents the Debtors as counsel. HEATING & PLUMBING: U.S. Trustee Forms 3-Member Committee --------------------------------------------------------- The Office of the U.S. Trustee on Sept. 24 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Heating & Plumbing Engineers, Inc. The committee members are: (1) Long Building Technologies, Inc. Representative: Pandora Dyer c/o Shaun Christensen Appel Lucas & Christensen, P.C. 1624 Market St., Ste. 310 Denver, CO 80202 (303)297-9800 christensens@appellucas.com (2) CFM Company Representative: Richelle Kaiser c/o David Law Miller & Law 1900 W. Littleton Blvd. Littleton, CO 80120 (303)722-6500 dbl@millerandlaw.com (3) Barkwood, Inc. d/b/a/ C&D Insulation, Inc. Representative: Mark Wood 333 Perry St., Ste. 210 Castle Rock, CO 80104 (303)319-5029 mwood@cdspecialtycontractors.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 Heating & Plumbing Engineers Founded in 1947, Heating & Plumbing Engineers, Inc., a mechanical contractor, provides HVAC sheet metal, plumbing, and piping systems services in Colorado. Heating & Plumbing Engineers filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-16183) on July 19, 2019. In the petition signed by CEO William T. Eustace, the Debtor disclosed $13,845,361 in assets and $14,934,602 in liabilities. Lee M. Kutner, Esq., at Kutner Brinen, P.C., is the Debtor's counsel. HOLDINGS OF SOUTH FLORIDA: Court Confirms Chapter 11 Plan --------------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, convened a hearing on September 17, 2019, to consider a motion for an order approving the disclosure statement explaining the plan of reorganization of Holdings of South Florida, Inc. and found that the Disclosure Statement contains adequate information. Judge Funk also confirmed the Debtor's plan of reorganization. About Holdings of South Florida Holdings of South Florida, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-01219) on April 2, 2019. The Debtor hired the Law Offices of Mickler & Mickler as attorney. HOLLISTER CONSTRUCTION: Remains Open for Business ------------------------------------------------- Hollister Construction Services, LLC, voluntarily filed for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. According to a statement, this difficult decision was made after careful consideration, but one that the company's leadership is confident will allow Hollister to continue its operations through reorganization. Hollister will remain open for business throughout the reorganization process and will continue to conduct business. Hollister's primary lender and bonding company are working closely with the Company as part of the process. The Company's current leadership team will maintain management control of the company during this reorganization; however, the bankruptcy court will hold final review and oversight over all significant business decisions outside the ordinary course of business. "Hollister values its relationship with partners like you and will seek to maintain normal relations through the process. Please know that we will do all that is in our power to prevent delay and inconvenience during this process," the Company said. About Hollister Construction Hollister Construction Services, LLC -- http://www.hollistercs.com/ -- is a full service commercial construction company with a team of 150+ construction professionals. The Company's specialties include interior and exterior renovations, building additions, and ground up construction. Hollister's areas of expertise include the construction of corporate, education, healthcare, industrial, retail, and residential projects. Hollister Construction sought Chapter 11 protection on Sept. 9, 2019 (Bankr. D.N.J. Lead Case No. 19-27439) in Trenton, New Jersey. In the petition signed by Brendan Murray, president, the Debtor was estimated to have $100 million to $500 million in assets and liabilities of the same range. Hon. Michael B. Kaplan presides over the case. The Debtor tapped Lowenstein Sandler as counsel; 10X Ceo Coaching, LLC as restructuring counsel; and The Parkland Group, Inc as business consultant. HOUSTON GRANITE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Houston Granite and Marble Center LLC 9500 Hempstead Highway Houston, TX 77092 Business Description: Houston Granite and Marble Center LLC is a a family owned and operated company that supplies granite, marble, and other natural stone products. The Company previously filed a petition under Chapter 11 of the Bankruptcy Code on April 16, 2016 (Bankr. S.D. Tex. Case No. 16-31994). Chapter 11 Petition Date: September 24, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-35315 Debtor's Counsel: Theresa D. Mobley, Esq. CAGE, HILL NIEHAUS LLP 5851 San Felipe, Ste 950 Houston, TX 77057 Tel: 713-789-0500 Fax: 713-974-0344 E-mail: tmobley@cagehill.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Sykoudis, member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-35315_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb19-35315.pdf HUNTINGTON PROPERTY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Huntington Property LLC as of Sept. 24, according to a court docket. About Huntington Property Huntington Property LLC, a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), is a Tennessee limited liability company. It operates from its principal place of business at 2872 Coach, Memphis, Tennessee. Huntington Property sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 19-25923) on July 31, 2019. As of the Petition Date, Debtor recorded assets between $1 million and $10 million, and liabilities within the same range. Victor Hugo Torres, managing member, signed the petition. Judge Paulette J. Delk is assigned the Debtor's case. Toni Campbell Parker, Esq., is the Debtor's counsel. INTEGRATEDMARKETING.COM: Gets Interim Nod to Use Cash 'til Oct. 2 ----------------------------------------------------------------- Judge Christopher B. Latham of the U.S. Bankruptcy Court for the Southern District of California approves the emergency motion filed by IntegratedMarketing.com, d/b/a Roni Hicks & Associates, to use cash collateral on an interim basis through the next hearing date on Oct. 2, 2019 at 10:30 a.m. Judge Latham grants a replacement lien in favor of the Debtor's secured creditor for the use of the cash collateral. Any party-in-interest must file objections by Sept. 30, 2019. About Integratedmarketing.com Integratedmarketing.com, d/b/a Roni Hicks & Associates -- https://www.ronihicks.com -- is a 100% employee-owned agency of communicators, strategists, and creators with 40 years' experience spanning every category of real estate development marketing. The Company offers insight, land and community planning, strategic communications, storytelling and branding, and marketing, media & publishing services. The Debtor sought Chapter 11 protection (Bankr. S.D. Cal. Case No. 19-04688) on Aug. 2, 2019 in San Diego, California. According to the petition signed by Aaron Smith, president, the Debtor was estimated to have assets at $500,000 to $1 million and liabilities at $10 million to $50 million as of the bankruptcy filing. The Hon. Christopher B. Latham is the case judge. LAW OFFICE OF WILLIAM P. FENNELL, APLC, is counsel to the Debtor. J. ROBERT SCOTT: Allowed to Use Cash Collateral on Interim Basis ---------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized J. Robert Scott, Inc. to use cash collateral -- which will not exceed the amount of $92,500 -- solely in accordance with and pursuant to the terms and provisions of the Interim Order. The Debtor may use cash collateral only to the extent required to pay those ordinary and necessary expenses enumerated in the Cash Collateral Budget, as and when such expenses become due and payable. The Debtor is permitted to exceed up to 15% of the amount set forth in the Budget for any particular line item, so long as the aggregate total expenditures during the Interim Period, including any such variances, do not exceed the Interim Cap. The Secured Creditors are granted replacement liens upon all post-petition assets of the Debtor's bankruptcy estate, except any avoidance actions arising under sections 544, 545, 546, 547, 548, 549, 550 of the Bankruptcy Code, or any similar provisions of the Bankruptcy Code, to the same extent, validity and priority of the Secured Creditors' pre-petition liens and security interests in the Debtor'ss assets. Such replacement liens are deemed duly perfected and recorded under all applicable laws without the need for any notice or filings. About J. Robert Scott J. Robert Scott, Inc., -- http://www.jrobertscott.com/-- is a luxury home furnishings manufacturer founded in 1972 in Los Angeles by designer Sally Sirkin Lewis. J. Robert Scott is well known in the interior design industry for utilizing rare and exotic veneers, as well as shagreen, snake and goatskin parchment in the manufacturing of its products. J. Robert Scott, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-13871) on April 5, 2019, in Los Angeles, California. In the petition signed by CEO Richard I. Chilcott, the Debtor estimates both assets and liabilities at $1 million to $10 million. Judge Sheri Bluebond oversees the case. WEINTRAUB & SELTH APC is the Debtor's attorney. JACKIE LLC: Seeks Permission to Use Cash Collateral --------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Arkansas approves the request filed by Jackie, LLC, to use cash collateral for the continued operation of its business. The Debtor discloses that Reliant Funding and/or Spencer Elmen may have interest in the cash collateral. According to Court dockets, the Debtor has prepared a budget for the period from July 16, 2019 to June 20, 2024. About Jackie, LLC Jackie, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 19-13670) on July 16, 2019, estimating under $1 million in both assets and liabilities. Keech Law Firm, PA, led by founding partner Kevin P. Keech, is the Debtor's counsel. JACKSON OVERLOOK: Court Approves Amended Disclosure Statement ------------------------------------------------------------- The Court entered an Order approving the Amended Disclosure Statement of Jackson Overlook Corp., et al., on September 19, 2019. The Plan is to auction the Debtors' development properties to pay back Lender, Fort Tryon Overlook LLC in relation to the Debtor's bankruptcy case. The Debtors filed a Supplement to the Amended Disclosure Statement to disclose the settlement with Fort Tyron Overlook, LLC, their primary creditor and mortgage lender. A full-text copy of the Supplement is available at https://tinyurl.com/y3z6sl5k from PacerMonitor.com at no charge. Attorneys for the Debtors: J. Ted Donovan, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway 22nd Floor New York, New York Tel: (212) 221-5700 About Jackson Overlook Corp. Jackson Overlook Corp. owns a 100% membership interest in Fort Tryon Tower SPE LLC. Fort Tryon owns certain real property located in the Hudson Heights section of Manhattan at 1 Bennett Park, New York. The property is the site of an intended but still incomplete 23-storey, 114-unit condominium development project that was originally scheduled to open years ago but ran into a host of problems involving lenders, cessation of financing, cessation of construction, and changing market conditions. Jackson Overlook sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12465) on Aug. 14, 2018. In the petition signed by Rutherford H.C. Thompson, authorized manager, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Goldberg Weprin Finkel Goldstein LLP is the Debtor's legal counsel. William Henrich of Getzler Henrich & Associates LLC is the chief restructuring officer. JACKSON OVERLOOK: Court Approves Disclosure Statement ----------------------------------------------------- The Amended Disclosure Statement of Jackson Overlook Corp., et al., is approved. A combined Confirmation Hearing and hearing to approve the results of the Auction Sale will be held on October 29, 2019 at 2:00 p.m. before the Honorable James L. Garrity, Jr., United States Bankruptcy Judge, in the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, Courtroom 601, New York, New York 10004. Objections, if any, to confirmation of the Amended Plan, or the Auction Sale, must be filed on or before October 22, 2019. A Reply, if any, to an Objection, must be filed and served by the Debtors no later than October 24, 2019. Attorney for Debtor: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein, LLC 1501 Broadway, 22nd Floor New York, New York 10036 E-mail: KNash@gwfglaw.com About Jackson Overlook Jackson Overlook Corp. owns a 100% membership interest in Fort Tryon Tower SPE LLC. Fort Tryon owns certain real property located in the Hudson Heights section of Manhattan at 1 Bennett Park, New York. The property is the site of an intended but still incomplete 23-storey, 114-unit condominium development project that was originally scheduled to open years ago but ran into a host of problems involving lenders, cessation of financing, cessation of construction, and changing market conditions. Jackson Overlook sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12465) on Aug. 14, 2018. In the petition signed by Rutherford H.C. Thompson, authorized manager, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Goldberg Weprin Finkel Goldstein LLP is the Debtor's legal counsel. William Henrich of Getzler Henrich & Associates LLC is the chief restructuring officer. JAVIER PEREGRINA: Auction Sale of Brooklyn Property Denied ---------------------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York has entered an order (i) denying Javier Peregrina's auction sale of the real property commonly known as 1312 Myrtle Avenue, Brooklyn, New York; and (ii) modifying the automatic stay by lifting the stay as to the Myrtle Ave Property only. A hearing on the Motion was held on Aug. 7, 2019 at 2:00 p.m. Having considered the evidence presented at such hearing and the arguments of the counsel, the Court finds that (1) the Debtor is not entitled to an order authorizing him to sell the Myrtle Ave Property; and (2) Wells Fargo Bank, National Association, as Trustee for Option One Mortgage Loan Trust 2003-4, Asset-Backed Certificates, Series 2003-4, is entitled to an order modifying the automatic stay by lifting the stay as to the Myrtle Ave Property only, so as to permit Wells Fargo, as Trustee to exercise all rights available to it under applicable law with respect to the Myrtle Ave Property. Javier Peregrina sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-41975) on April 2, 2019. The Debtor tapped Jeremy S. Sussman, Esq., at The Law Offices of Jeremy S. Sussman, as counsel. JEROME GOLDEN CENTER: In Chapter 11 Due to Financial Woes --------------------------------------------------------- Jerome Golden Center for Behavioral Health, Inc., sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 19-22704) in West Palm Beach, Florida, on Sept. 24, 2019. The Jerome Golden Center for Behavioral Health -- http://goldenctr.org/-- offers psychiatric, behavioral healthcare, adult and child treatment, recovery, and substance abuse services. The Center was incorporated in 1966 and began offering comprehensive mental health services at its current site in West Palm Beach, Florida, in 1970. Accredited by the joint commission and certified by Nonprofits First for excellence in nonprofit management, the center fills a deep need by serving as the largest safety-net mental health provider for low-income and homeless people in Palm Beach County. Over 80 percent of the center's 9,000+ clients have annual incomes of $11,000 or less. The Palm Beach Post reported that CEO Linda De Piano acknowledged that the facility is facing financial issues and said in a statement that they will not admit new patients to the inpatient hospital for now and are exploring transferring some operations to other mental health providers in the county. "We have a plan in place to stay open and still offer services during the restructure," De Piano said in the statement, according to the Palm Beach Post. "We are the in the process of arranging financing to secure payroll for our staff during the bankruptcy process." Ms. De Piano, according to the report, added that it's a "major first step by the center to confront financial challenges based on rising expenses and debts, declining public and private income, and changing guidelines for Medicare/Medicaid reimbursement, resulting in a monthly operating deficit that is no longer sustainable." The center has been burning cash, and borrowed as much as $6.8 million over the past fiscal year, said Ann Berner, CEO of the Southeast Florida Behavioral Health Network. The financial problems, Ms. Berner said, in part stemmed from delays in reimbursement, issues with submitting claims and not having documentation to support billing. "It's a complicated problem that needs a lot of really aggressive solutions," she said. The Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. PHILIP B. HARRIS, P.A., is the Debtors' counsel. JERRY TORRES: $2.6M Sale of San Antonio Properties Approved ----------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Jerry Torres Properties, LLC's sale of the following properties in San Antonio, Bexar County, Texas: (i) 1012-1032 S. Presa; (ii) 1029 S. Presa; (iii) 1035 S. Presa; and (iv) 1248 S. St. Mary's Street, to Braun Enterprise, Trustee and/or assigns for $2,556,000, pursuant to the terms of their Commercial Contract. The sale is free and clear of all liens, claims and encumbrances except as set forth therein with the proceeds to be used toward satisfying the existing liens. The listing agent, Michael Berlanga, and the Buyer's agent, CBRE, are awarded a $95,000 brokerage fee, to be split $65,000 to Michael Berlanga and $30,000 to CBRE to be paid at closing from the sales proceeds before payment of any liens. After all liens and encumbrances of the property and costs associated with the sale of the property are paid, the Debtor is authorized to use the net proceeds of the sale, if any, to operate its business and fund a Chapter 11 plan. The net proceeds of the sale, after payment of 2018 tax liens, $95,000 in broker fees, and any United States Trustee fees will be paid to Pender Capital at closing. Pender Capital does not waive any deficiency claim that it may have. The ad valorem tax lien for tax year 2018 and prior pertaining to the subject properties will attach to the sales proceeds and that the closing agent will pay all ad valorem tax debt owed incident to the subject properties immediately upon closing and prior to any disbursement ofproceeds to any other person or entity. The ad valorem taxes for year 2019 pertaining to the subject properties, if not paid in full at closing, will become the responsibility of the Purchaser and the year 2019 ad valorem tax lien will be retained against the subject properties until said taxes are paid in full. Taco Haven will be offered option for a new lease of its existing space per terms in the Commercial Contract to be executed at closing. All leases/executory contracts with tenants of the property are deemed rejected. Nothing in the Order will be deemed to extinguish any ad valorem tax lien for the current tax year or any subsequent tax year. The closing will occur on Oct. 21, 2019 or 30 days after the entry of the Order, whichever occurs first. The 14-day stay under Bankruptcy Rule 6004(h) is waived and the parties may immediately enforce and implement the Order. A copy of the Contract attached to the Order is available for free at: http://bankrupt.com/misc/Jerry_Torres_69_Order.pdf About Jerry Torres Properties Jerry Torres Properties, LLC, is a privately held company in San Antonio, Texas that operates in the restaurants industry. Jerry Torres Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-51375) on June 4, 2019. In the petition signed by its manager, Rejinaldo Torres, the Debtor estimated assets and liabilities of less than $10 million. Judge Ronald B. King oversees the case. Steven G. Cennamo of Malaise Law Firm is the Debtor's counsel. Counsel to lenders Pender Capital Asset Based Lending Fund I, LP and Pender West Credit 1 REIT, LLC: Eric M. English Genevieve M. Graham Porter Hedges LLP 1000 Main Street, 36th Floor Houston, Texas 77002 Tel: (713) 226-6000 Fax: (713) 228-1331 E-mail: eenglish@porterhedges.com ggraham@porterhedges.com JETSET INTERIORS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: JetSet Interiors, LLC 10410 Miller Road Dallas, TX 75238 Business Description: JetSet Interiors LLC is a custom aircraft interior designer based in Dallas, Texas. Chapter 11 Petition Date: September 23, 2019 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Case No.: 19-33152 Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David Miller, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb19-33152.pdf JOSEPH'S TRANSPORTATION: Unsecureds to Get Dividend of 5% --------------------------------------------------------- Joseph's Transportation, Inc., filed a Chapter 11 plan and accompanying Disclosure Statement. CLASS XII General unsecured claims are impaired. The general unsecured creditors in Class XII, whose claims total $243,218.28, will be paid a one-time dividend of 5% on the Effective Date which is estimated to be December of 2019 or January of 2020. CLASS XIII Equity security interests. The holders of the equity security interest in the Debtor will continue to hold this equity security interests in the Debtor post-confirmation. The Debtor will continue to operate its business from the present location of 44 James Street, Medford, Massachusetts. The Debtor also has storage lots on Mystic Avenue and Winchester Street, Medford, Massachusetts. A full-text copy of the Disclosure Statement dated September 18, 2019, is available at https://tinyurl.com/y6l5ddzp from PacerMonitor.com at no charge. Attorney for Debtor: Gary W. Cruickshank, Esq. 21 Custom House Street, Suite 920 Boston, MA 02110 (617) 330-1960 gwc@cruickshank-law.com 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. JTJ RESTAURANTS: Unsecureds to Get 49.15% Under Amended Plan ------------------------------------------------------------ JTJ Restaurants, Inc., submits a First Amended Plan of Reorganization. Class 4 General unsecured creditors are impaired. General unsecured creditors. General unsecured creditors' claims total $1,367,040.00. Debtor has allocated $8,000.00 per month to pay this class for 84 months. Creditors will be paid on a pro rata basis and receive approximately 49.15% of their claim. Class 1 Allowed secured claim of On Deck Capital, Inc. are impaired. The allowed secured claim of On Deck Capital, Inc. in the amount of American Business Lending in the amount of $88,722.54. This amount will be paid over the period of 60 months. Payments shall be $1,478.71 per month until fully paid. Liens against collateral shall remain until this claim is paid in full according to this Plan. Class 2 Allowed secured claim of On Deck Capital, Inc. are impaired. The allowed secured claim of On Deck Capital, Inc. in the amount of American Business Lending in the amount of $48,669.86. This amount will be paid over the period of 60 months. Payments shall be $811.16 per month until fully paid. Liens against collateral shall remain until this claim is paid in full according to this Plan. Class 5 Interests of the Debtor. The owners of the Debtor shall retain all property of the estate. JTJ Restaurants, Inc. proposes to pay creditors from future income. A full-text copy of the Amended Disclosure Statement dated September 19, 2019, is available at https://tinyurl.com/yy3s2qoh from PacerMonitor.com at no charge. Attorney for Debtor: Brian K. McMahon, Esq. BRIAN K. MCMAHON, P.A. 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Tel: (561) 478-2500 Fax: (561) 478-3111 Email: briankmcmahon@gmail.com About JTJ Restaurants and Byrd Restaurants-Royal Palm JTJ Restaurants, Inc., and Byrd Restaurants-Royal Palm, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-12990) on March 6, 2019. In the petitions signed by Jerome Byrd, president, JTJ Restaurants each estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtors are represented by Brian K. McMahon, P.A., as counsel. K & B DIRECTIONAL: $191K Sale of Jennings' Rains Property Dismissed ------------------------------------------------------------------- Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern District of Texas dismissed the proposed sale by Gregory Brent Jennings and Charise Rashael Jennings, affiliates of K & B Directional, Inc., of their 44.568 acres of real property located in Rains County, Texas, to Ruben Roman Garcia and or his assigns for $191,350, free and clear of all liens, claims, interests and encumbrances. The parties presented a proposed agreed order to the Court at the hearing with the consent of the holder of the first mortgage holder, Conterra Ag Capital, notwithstanding the fact that the Debtors admit that legal title to the Property rests solely with Mooville Farms, LLC -- a non-debtor -- and that Conterra, as the first lienholder, is a creditor solely of Mooville Farms, LLC. Nevertheless, the purported agreement between the Debtors and the Texas Heritage National Bank sought to reserve for future determination the resolution of legal issues which fundamentally affect the determination of the jurisdiction of the Court to consider the Motion. Given the opportunity to confirm the implied resolution of those significant issues, the parties declined. Without such resolution, the Court finds that the Debtors failed at the hearing to establish by a preponderance of the evidence that the Property was property of the bankruptcy estate of these individual Debtors and the Property could thereby be subjected to a sale free and clear of liens, a remedy solely available under the auspices of the Bankruptcy Code. Therefore, it finds that the jurisdiction of the Court has not been properly invoked and that the Court has no power to grant the relief requested by the Motion. Accordingly, the Court dismissed the Motion. About K & B Directional K & B Directional, Inc.'s business consists of the ownership and operation of oil and gas drilling rigs. K & B Directional sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-42643) on Nov. 27, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Hon. Brenda T. Rhoades is the case judge. Eric A. Liepins, P.C., is the Debtor's counsel. K M & DOUBLE T: Case Summary & 7 Unsecured Creditors ---------------------------------------------------- Debtor: K M & Double T Enterprises, LLC d/b/a Hydro Towing 2608 South Lantis Lane Campe Verde, AZ 86322 Business Description: K M & Double T Enterprises, LLC provides towing and roadside assistance services. Chapter 11 Petition Date: September 24, 2019 Court: United States Bankruptcy Court District of Arizona (Prescott) Case No.: 19-12142 Judge: Hon. Brenda K. Martin Debtor's Counsel: Allan D. Newdelman, Esq. ALLAN D. NEWDELMAN PC 80 E. Columbus Ave. Phoenix, AZ 85012 Tel: 602-264-4550 Fax: 602-277-0144 E-mail: anewdelman@adnlaw.net Total Assets: $1,141,300 Total Liabilities: $724,314 The petition was signed by Heather Dimmick, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's seven largest unsecured creditors is available for free at: http://bankrupt.com/misc/azb19-12142.pdf K&D INDUSTRIAL: $175K Private Sale of Personal Property Approved ---------------------------------------------------------------- Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized the private sale by K&D Industrial Services Holding Co., Inc. and affiliates of the personal property set forth in Exhibit B to MVL Leasing, LLC for $174,938. The Bill of Sale and the Sale are approved and authorized in all respects. The Sale approved by the Order is not subject to avoidance or any recovery or damages pursuant to Section 363(n) of the Bankruptcy Code. The Sale is free and clear of all Liens, Claims, and Encumbrances. All proceeds of the Private Sale, less any standard closing costs, will be placed in an escrow account with the Debtors' counsel, Strobl Sharp PLLC until the time of confirmation of the Debtors' plan of liquidation or further order of the Court. Upon the entry of an order directing the distribution of the sale proceeds, Strobl Sharp PLLC, acting as escrow agent, will distribute the escrowed funds pursuant to such order. Notwithstanding Bankruptcy Rules 6004 and 6006, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. Time is of the essence in closing the Sale referenced herein, and the Debtors and the Buyer intend to close the Sale by Sept. 30, 2019. Any party objecting to the Order must exercise due diligence in filing an appeal and pursuing a stay, or risk its appeal being foreclosed as moot. A copy of the Exhibit B attached to the Motion is available for free at: http://bankrupt.com/misc/K&D_Industrial_314_Sales.pdf About K&D Industrial Since 1974, K&D Industrial Services -- http://www.kdigroup.com/-- has provided industrial and environmental services to customers in virtually every industry. Founded by Ken Liabenow and Dennis Springer, K&D focuses on cleaning, removing and treating hazardous and non-hazardous materials originating from process residual or industrial waste. Key business areas include industrial cleaning services, environmental remediation services, hazardous and non-hazardous transportation services, and treatment services. K&D services the entire Midwest through its six office locations in Michigan, Ohio and Kentucky. K&D Industrial Services Holding Co., Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-43823) on March 15, 2019. At the time of the filing, K&D Industrial disclosed zero assets and $3,369,495 in liabilities. K&D Industries, one of K&D Industrial affiliates, disclosed $937,714 in assets and $8,736,715 in liabilities. The cases are assigned to Judge Phillip J. Shefferly. Strobl Sharp PLLC is the Debtors' counsel. K&D INDUSTRIAL: $190K Sale of Monitor Township Property Okayed -------------------------------------------------------------- Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized K&D Industrial Services Holding Co., Inc. and affiliates to sell the real property containing approximately 9.73 acres of industrial vacant land commonly known as S. 7 Mile Rd, Monitor Township, Bay County, Michigan, together with all improvements located thereon, to Spartan Partners Properties, LLC for $190,000. The Purchase Agreement and the Sale are approved and authorized in all respects. The Sale approved by the Order is not subject to avoidance or any recovery or damages pursuant to Section 363(n) of the Bankruptcy Code. The Sale is free and clear of all Liens, Claims, and Encumbrances. The Debtors propose that upon the closing of the sale, the 7% commission would be paid to Bradley at closing. All proceeds of sale less any standard closing costs assessed against seller, will be placed in an escrow account with the Debtors' counsel, Strobl Sharp PLLC, until the time of confirmation of their plan of liquidation or further order of the Court. Upon the entry of an order directing the distribution of the sale proceeds, Strobl Sharp PLLC, acting as escrow agent, will distribute funds pursuant to such order. Notwithstanding Bankruptcy Rules 6004 and 6006, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. Time is of the essence in closing the Sale referenced herein, and the Debtors and Spartan intend to close the Sale by Dec. 6, 2019. Any party objecting to this Order must exercise due diligence in filing an appeal and pursuing a stay, or risk its appeal being foreclosed as moot. About K&D Industrial Since 1974, K&D Industrial Services -- http://www.kdigroup.com/-- has provided industrial and environmental services to customers in virtually every industry. Founded by Ken Liabenow and Dennis Springer, K&D focuses on cleaning, removing and treating hazardous and non-hazardous materials originating from process residual or industrial waste. Key business areas include industrial cleaning services, environmental remediation services, hazardous and non-hazardous transportation services, and treatment services. K&D services the entire Midwest through its six office locations in Michigan, Ohio and Kentucky. K&D Industrial Services Holding Co., Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-43823) on March 15, 2019. At the time of the filing, K&D Industrial disclosed zero assets and $3,369,495 in liabilities. K&D Industries, one of K&D Industrial affiliates, disclosed $937,714 in assets and $8,736,715 in liabilities. The cases are assigned to Judge Phillip J. Shefferly. Strobl Sharp PLLC is the Debtors' counsel. K&D INDUSTRIAL: $490K Private Sale of Personal Property Approved ---------------------------------------------------------------- Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized K&D Industrial Services Holding Co., Inc. and affiliates to sell the personal property set forth in Exhibit B to Cincinnati Industrial Auctioneers, Inc. and Myron Bowling Auctioneers, Inc. for $490,000. The Purchase Agreement and the Sale are approved and authorized in all respects. The Sale approved by the Order is not subject to avoidance or any recovery or damages pursuant to Section 363(n) of the Bankruptcy Code. The Sale is free and clear of all Liens, Claims, and Encumbrances. All proceeds of the Private Sale, less any standard closing costs, will be placed in an escrow account with the Debtors' counsel, Strobl Sharp PLLC until the time of confirmation of their plan of liquidation or further order of the Court. Upon the entry of an order directing the distribution of the sale proceeds, Strobl Sharp PLLC, acting as escrow agent, will distribute the escrowed funds pursuant to such order. Notwithstanding Bankruptcy Rules 6004 and 6006, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. Time is of the essence in closing the Sale referenced herein, and the Debtors and the Buyers intend to close the Sale by Oct. 15, 2019. Any party objecting to this Order must exercise due diligence in filing an appeal and pursuing a stay, or risk its appeal being foreclosed as moot. A copy of the Exhibit B attached to the Motion is available for free at: http://bankrupt.com/misc/K&D_Industrial_346_Sales.pdf About K&D Industrial Since 1974, K&D Industrial Services -- http://www.kdigroup.com/-- has provided industrial and environmental services to customers in virtually every industry. Founded by Ken Liabenow and Dennis Springer, K&D focuses on cleaning, removing and treating hazardous and non-hazardous materials originating from process residual or industrial waste. Key business areas include industrial cleaning services, environmental remediation services, hazardous and non-hazardous transportation services, and treatment services. K&D services the entire Midwest through its six office locations in Michigan, Ohio and Kentucky. K&D Industrial Services Holding Co., Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-43823) on March 15, 2019. At the time of the filing, K&D Industrial disclosed zero assets and $3,369,495 in liabilities. K&D Industries, one of K&D Industrial affiliates, disclosed $937,714 in assets and $8,736,715 in liabilities. The cases are assigned to Judge Phillip J. Shefferly. Strobl Sharp PLLC is the Debtors' counsel. KONA GRILL: $25M Sale of All Assets to Kona Grill Acquisition OK'd ------------------------------------------------------------------ Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Kona Grill, Inc. and affiliates to sell substantially all their assets to Kona Grill Acquisition, LLC for $25 million. The Purchase Agreement is approved. The free and clear of all Liens, Claims and Encumbrances, and other interests of any kind and any nature, whether known or unknown, contingent or non-contingent, liquidated or unliquidated, except as otherwise expressly provided in the Purchase Agreement, with any and all such Liens, Claims and Encumbrances, and other interests to attach to the proceeds of such sale. Pursuant to section 365 of the Bankruptcy Code, the assumption and assignment of the Purchased Contracts by the Debtors, as identified in the Purchase Agreement, to the Purchaser, is authorized and approved in all respects. The Purchaser will pay, concurrently with the Closing and as a condition to the Debtors’ assumption and assignment thereof, all Cure Amounts owing to the counterparties to the Purchased Contracts that are assumed at the Closing. Pursuant to Section 2.3(c) of the APA, the Purchaser will comply with all lease and contract obligations in accordance with each Purchased Contract, whether such obligations relate to periods prior to the Closing or afterwards, including, as applicable, to pay when due (A) amounts owed or accruing under any such unexpired lease that are not otherwise due and owing as of the date objections to cure amounts were due thus not required to be asserted as a Cure Amount, regardless of when such amounts or obligations accrued including, on account of common area maintenance, insurance, taxes, utilities and similar charges, (B) any regular or periodic adjustment or reconciliation of charges under such unexpired leases that are not due or have not been determined as of the date hereof, (C) any percentage rent that comes due under such Purchased Contracts, (D) post-assumption obligations under such Purchased Contracts that are unexpired leases, (E) any obligations to indemnify the non-Debtor counterparty under such Purchased Contracts that are unexpired leases for any claims of third parties pursuant to the terms of such Purchased Contracts that are unexpired leases, which are not known or liquidated as of the date thereof, and (F) any obligations arising under such Purchased Contracts that are unexpired leases as they come due which could not otherwise have been asserted as a Cure Amount. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and the Order will be effective immediately upon its entry. In connection with the closing, KeyBank will deliver to the Purchaser termination of its financing statements filed in the applicable jurisdictions under Article 9 of the Uniform Commercial Code and releases of any lien, security interest, mortgage, or other encumbrance against any of the Purchased Assets acquired by the Purchaser. KeyBank's liens will attach to the proceeds of the Sale. At closing of the Sale, the Debtors are authorized and directed to pay $19,464,591 directly to KeyBank and such amount will be applied to reduce the DIP Obligations. The balance of the Sale proceeds will be reserved for the Debtors to pay administrative claims (excluding administrative claims assumed by the Purchaser) and otherwise wind down these cases, all in accordance with the budget (Exhibit 3). As adequate protection for the claims and liens of Bexar County, Dallas County, El Paso, Harris County, Montgomery County and Tarrant County, and consistent with the provisions with respect thereto in paragraph 23 of the final DIP order, $134,725 of proceeds of the sales of assets located in the state of Texas that are subject to a lien held by the Local Texas Tax Authorities, will be deposited in a segregated account as adequate protection for the secured claims of the Local Texas Tax Authorities prior to the distribution of any such proceeds to any other creditor. Any valid liens of the Local Texas Tax Authorities will attach to these proceeds. As adequate protection for the claims and liens of Maricopa County Treasurer, and consistent with the provisions with respect thereto in paragraph 23 of the final DIP order, $65,666 of proceeds of the sales of assets located in Maricopa County that are subject to a lien held by the Maricopa Tax Authorities (and such amount will not be deemed a cap on such claim), will be deposited in a segregated account as adequate protection for the secured claims of the Maricopa Tax Authorities prior to the distribution of any such proceeds to any other creditor. Any valid liens of the Maricopa Tax Authorities will attach to these proceeds. As adequate protection for the claims and liens of the City of Troy, and consistent with the provisions with respect thereto in paragraph 23 of the final DIP order, $10,468 of proceeds of the sales of assets, will be deposited in a segregated account as adequate protection for the secured claims of Troy prior to the distribution of any such proceeds to any other creditor. Any valid liens of Troy will attach to these proceeds. Within 15 days of the Closing Date, the Debtors will cease all usage of the Intellectual Property Assets. The requirements set forth in Bankruptcy Rule 6004(a) are satisfied. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Kona_Grill_428_Order.pdf About Kona Grill Kona Grill, Inc. -- https://www.konagrill.com/ -- owns and operates 27 casual dining restaurants in 18 states, as well as Puerto Rico, serving contemporary American favorites, sushi, and alcoholic beverages throughout the United States and Puerto Rico. Kona Grill, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del. Lead Case No. 19-10953) on April 30, 2019. As of Dec. 31, 2018, the Debtors' total assets is $53,613,000 and total liabilities of $74,049,000. The petition was signed by Christopher J. Wells, chief restructuring officer. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel; Piper Jaffray as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor and Epiq Corporate Restructuring, LLC as claims and noticing agent. KRATOS HOLDINGS: 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 case of Kratos Holdings LLC, according to court dockets. About Kratos Holdings LLC Kratos Holdings LLC is engaged in the ownership of the property buildings at 2200 S. Federal Highway and 610 S.E. 22nd Street, Fort Lauderdale, Fa., at which location the Debtor leases the premises to Karan Equity and Trading, LLC, an entity owned by the principal of the Debtor. Karan Equity operates an automobile sales business at the location. Kratos Holdings LLC filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Fla. Case No. 19-20087) on July 30, 2019, listing under $1 million in both assets and liabilities. Paul L. Orshan, Esq., at Orshan, P.A., is the Debtor's counsel. LAKE ROAD WELDING: Obtains Court Approval to Use Cash Collateral ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas approves the request of Lake Road Welding Co., Inc., d/b/a LRW Fabricators, to use cash collateral to maintain operations in the ordinary course of business. The Court rules that the Debtor will pay $4,500 to JPMorgan Chase Bank, N.A.; and $1,500 to the Internal Revenue Service, as monthly adequate protection beginning Oct. 15, 2019 and continuing on the 15th of each month thereafter until the confirmation of a Chapter 11 plan in the Debtor's case, unless the parties stipulate or the Court rules otherwise. A copy of the Agreed Order can be accessed for free at: http://bankrupt.com/misc/LakeRoad_Welding_38_Cash_Ord.pdf About Lake Road Welding 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 Aug. 22, 2019. In the petition signed by Jerry Morgan, president, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Harlin DeWayne Hale oversees the case. Areya Holder, Esq., at Holder Law, is the Debtor's counsel. LEGACY RESERVES: Court Approves Disclosure Statement ---------------------------------------------------- The Disclosure Statement of Legacy Reserves Inc., et al., is approved. Confirmation Hearing Date will be on November 6, 2019 at 10:00 a.m. (CT). Objections to the Plan must filed and served on or before October 28, 2019 at 4:00 PM (CT). Class 6 General Unsecured Claims are unimpaired. Holders of Allowed General Unsecured Claims against the Debtors shall receive, at the option of the applicable Debtor (i) payment in full in Cash in the ordinary course of business of the Debtors and Reorganized Debtors; or (ii) Reinstatement on the Effective Date. Class 3 RBL Claims are impaired. The RBL Claims shall be satisfied in full by one of the following: (i) in the event that the Exit Facility is consummated, at the option of the Holder, distribution of its Pro Rata share of commitments under the RBL Exit Facility or New Term Loan Facility (each as defined in and in the manner set forth in the Exit Facility Term Sheet) in exchange for its Allowed RBL Claim; or (ii) in the event that the Exit Facility is not consummated and the Debtors consummate an Alternative Exit Facility, payment in full in cash of its Allowed RBL Claim without offset, recalculation, reduction, or deduction of any kind. Class 4 Term Loan Claims are impaired. Each Holder of an Allowed Term Loan Claim shall receive its Pro Rata share of the Term Loan New Common Stock Shares. Class 5 Notes Claims are impaired. Each Holder of an Allowed Notes Claim9 shall receive its respective Pro Rata share of the Notes Claim Shares. Holders of Notes Claims that are Qualified Noteholders will receive Subscription Rights to participate in the Rights Offering. Class 8 Intercompany Interests. Intercompany Interests shall be, at the option of the applicable Debtor with the consent of the Plan Sponsor, either (i) Reinstated; or (ii) canceled, released, and extinguished, and will be of no further force or effect without any distribution. Class 9 Existing Common Equity Interests are impaired. Existing Common Equity Interests shall be canceled, released, and extinguished, and will be of no further force or effect. The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations; (2) proceeds from the Exit Facility or Alternative Exit Facility; (3) proceeds from the Rights Offering and Backstop Commitments; and (4) the proceeds of any Incremental Equity Investment or New Exit Note, as applicable. A full-text copy of the Disclosure Statement dated September 16, 2019, is available at https://tinyurl.com/y34a8abn from PacerMonitor.com at no charge. Attorneys for the Debtors: Duston McFaul, Esq. Charles M. Persons, Esq. Michael Fishel, Esq. Maegan Quejada, Esq. SIDLEY AUSTIN LLP 1000 Louisiana Street, Suite 5900 Houston, Texas 77002 Telephone: (713) 495-4500 Facsimile: (713) 495-7799 -- and -- James F. Conlan, Esq. Bojan Guzina, Esq. Andrew F. O'Neill, Esq. SIDLEY AUSTIN LLP One South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 Facsimile: (312) 853-7036 About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) -- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. At the time of the filing, the Debtors had estimated assets of between $500 million and $1 billion and liabilities of between $1 billion and $10 billion. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LEIDOS HOLDINGS: Moody's Raises Rating on Sr. Unsec. Debt to Ba1 ---------------------------------------------------------------- Moody's Investors Service upgraded its ratings for Leidos Holdings, Inc. and Leidos, Inc. The senior secured debt has been upgraded to Baa3 from Ba1, and the senior unsecured debt has been upgraded to Ba1 from Ba2. Concurrently, the former Ba1 corporate family and Ba1-PD probability of default ratings have been withdrawn, along with the former SGL-3 speculative grade liquidity rating. The rating outlook is stable. According to Moody's lead analyst Bruce Herskovics, "the upgrades reflect an otherwise investment grade credit profile but for the preponderance of secured (rather than unsecured) debt and incorporate Leidos' strong financial performance and leading position within the large national security and civilian agency enterprise modernization arena, a growing federal services category that will increasingly require contractors possessing labor breadth, solid technical skill and financial capability." Regarding the prospect of incremental leveraging M&A transactions, Herskovics added that "Moody's expects Leidos to remain acquisitive as the sector continues to consolidate, but being already technically deep and at scale in its segments, the likelihood of another transformational acquisition such as the 2016 IS&GS merger seems remote." The following rating actions were taken: Upgrades: Issuer: Leidos Holdings, Inc. Senior Secured Regular Bond/Debenture (previously issued as Senior Unsecured debt), Upgraded to Baa3 from Ba1 (LGD3) Issuer: Leidos Innovations Corporation (all debts assumed by Leidos, Inc.) Senior Secured Bank Credit Facility, Upgraded to Baa3 from Ba1 (LGD3) Issuer: Leidos, Inc. Senior Secured Bank Credit Facility, Upgraded to Baa3 from Ba1 (LGD3) Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 from Ba2 (LGD6) Withdrawals: Issuer: Leidos Holdings, Inc. Corporate Family Rating, Withdrawn, previously rated Ba1 Probability of Default Rating, Withdrawn, previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 Outlook Actions: Issuer: Leidos Holdings, Inc. Outlook, Remains Stable Issuer: Leidos, Inc Outlook, Remains Stable RATINGS RATIONALE The ratings broadly reflect Leidos' leading scale, good profitability and solid backlog growth trend. A supportive budgetary environment for US defense suggests solid revenue growth for Leidos over the next two to three years. Coupled with EBITDA margins that are likely to approximate 10%, Moody's expects Leidos to maintain leverage at or below 3x and generate asset returns in excess of 5% and free cash flow-to-debt of 10%-15%. With over 32,000 employees and revenues approaching $11 billion, Leidos is the largest pure play defense services contractor with a well-diversified contract portfolio that spans US defense, intelligence and civilian agencies. The company's service capabilities cover numerous mission and enterprise categories, with several major long-term programs underway including the US Defense Healthcare Management System Modernization program (est. 13-years, $9 billion) awarded in 2015 and the recently awarded 10-year $2.9 billion NASA End User Services and Technologies contract. The ability to compete for major foreign government service projects also furthers the company's revenue stream and addressable market. Leidos' heretofore successful UK Ministry of Defense Logistic Commodities and Service Transformation program, awarded in 2015 at $11-$12 billion over 13 years, is one such example. With such large multi-year projects, the rating also incorporates potentially large associated risks. Subcontractors typically play important roles on these programs and overall program execution depends on such subcontractor performance, as well as good coordination among a multi-party contracting team. Fixed-price contract elements of these programs often necessitate very effective cost forecasting to meet profitability targets. The visibility of such work also carries significant reputational risk. While Leidos has carried cash of around $500 million in recent quarters, the cash balance can at times decline to the $200 million to $300 million range, a relatively low amount in light of contract obligations and the company's overall revenue base. The stable rating anticipates a supportive US budgetary setting and Leidos' $21.7 billion backlog at June 30, 2019, which should support revenue growth of 3% to 5% over the next two to three years. Moody's expects leverage no higher than 4x in a leveraging acquisition scenario, with de-leveraging to 3x or lower over the ensuing 12-18 months. The Baa3 rating of the bank facility and notes reflects their proponderance within a credit profile that Moody's views as tantamount to investment grade, despite the high degree of secured debt. The Ba1 rating of the unsecured notes reflects their effective subordination within the mostly secured debt structure. All debts are equally guaranteed. Upward rating momentum would depend on continued revenue and backlog growth with improving return and cash flow leverage metrics. Returns on assets above 7% and free cash flow-to-debt above 15% would be viewed as strong for the ratings. A strong liquidity profile including cash-to-sales approaching 10% would likely be a supporting consideration, as well. Downward rating momentum would likely follow significant contract performance problems, backlog declines, or a departure from expected financial policy balance. Leverage sustained above 3.5x or a diminished liquidity profile, such as from low cash and/or ongoing revolver dependence, would be unfavorable. Headquartered in Reston, Virginia, Leidos Holdings, Inc. is a defense/intelligence engineering, and health services provider. The Information Systems & Global Solutions ("IS&GS") business acquired from Lockheed Martin Corporation in August 2016 provides information technology, management and engineering services to the federal, state, local and foreign governments and commercial customers. Revenue for the twelve months ended June 30, 2019 was approximately $10.5 billion. The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. LIFE AMBULANCE: Gets Final Authorization to Use Cash Collateral --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia authorizes Life Ambulance Services, Inc., to use cash collateral on a final basis. The Lenders are granted, to the extent of their valid liens as of the Petition Date, valid and properly perfected liens on all of the Debtor's property acquired postpetition that is similar in nature as each Lender's prepetition collateral. About Life Ambulance Life Ambulance Services, Inc., sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 19-21614) on Aug. 12, 2019 in Gainesville, Georgia. ROUNTREE, LEITMAN & KLEIN, LLC, represents the Debtor. LIFESCAN GLOBAL: S&P Lowers ICR to 'B'; Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on LifeScan Global Corp., a blood glucose monitoring (BGM) devices manufacturer, to 'B' from 'B+'. The outlook is negative. S&P also lowered its issue-level ratings on the company's super-priority revolver to 'BB-' from 'BB', on the company's first-lien secured debt to 'B' from 'B+', and on the company's second-lien secured debt to 'B-' from 'B'. S&P said, "The rating downgrade reflects our assessment that the company's competitive position has weakened as evidenced by weaker-than-expected financial results stemming from loss of market share within BGM and a more rapid pace of adoption of CGM. It also reflects our expectation that our adjusted leverage measure will increase to about 5x in 2019-2020, in contrast to the previously projected 4x, as a result of projected revenue declines and contracting margins. We project that LifeScan's adjusted EBITDA margin will decline to below 30% in 2019 as a result of declining revenues and higher-than-expected investment to support the company's business in markets that recently imposed new ISO regulation on diabetes testing meters (we include the costs associated with the ISO transition as part of the EBITDA). This compares to our previous projection of 32% for 2019 and to 34% margin in 2018. We also project cash flow generation of about $60 million to $70 million in 2019, substantially lower than our previous projections, mainly due to higher transition expenses as well as a materially lower rebate inflow that we now expect in 2019. We expect a modest improvement in adjusted EBITDA margins in 2020 to about 30% as the company realizes the benefits of its cost-savings program and as the costs associated with ISO transition subside." "The negative outlook reflects a risk that persistent deterioration in the company's operating performance, near current levels, could lead to adjusted leverage sustained materially above 5x and free cash flow below $100 million. This would strain the company's ability to meet the required debt amortization from internally generated cash, gradually absorbing the company's cash balances and revolver capacity." "We could consider a downgrade if LifeScan's efforts to slow down the declines in revenues and to improve its cost structure and leverage metrics fail, most likely as a result of failing to achieve planned cost cuts. We could lower the rating if accelerated revenue declines persist, resulting in adjusted leverage materially above 5x and free cash flow decreasing materially below the required annual debt amortization." "We would consider revising the outlook to stable if we believe the company can maintain adjusted leverage below 5x and generate free cash flow of more than $100 million. This could materialize if the company is successful in stabilizing its market share, so that it can sustain revenue declines in the low- to mid-single-digit area, and at the same time implement its cost optimization program as planned and achieve the majority of savings projected." LIGHTHOUSE PLUMBING: May Use Cash Collateral thru Next Hearing Date ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas permits Lighthouse Plumbing & Mechanical, LLC, to use cash collateral pursuant to a 14-day budget, pending entry of an interim order or a final order, whichever occurs first. The Budget provides for $175,775.09 in total disbursements. A copy of the budget is available for free at: http://bankrupt.com/misc/Lighthouse_Plumbing_24_Cash_AgrdORD.pdf As adequate protection, the Debtor will provide the Internal Revenue Service replacement security liens in all of the Debtor's real and personal property acquired before or after the Petition Date. The Court rules that the Debtor will establish a DIP account no later than 14 days after entry of this Order. All cash accounts and funds received by the Debtor post-petition will be deposited into the DIP account. Final hearing on the motion is set for Oct. 1, 2019 at 9:30 a.m. (Central Standard Time). Objections must be filed by 3 p.m. (CST) of Sept. 30, 2019. About Lighthouse Plumbing Lighthouse Plumbing & Mechanical, LLC, d/b/a Lighthouse Plumbing, is a building finishing contractor in Richardson, Texas. Lighthouse Plumbing & Mechanical sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 19-42516) in Sherman, Texas, on Sept. 13, 2019. In the petition signed by Terrance J. Wooten, president and managing member, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. Judge Brenda T. Rhoades is assigned the Debtor's case. DEMARCO-MITCHELL, PLLC, is the Debtor's counsel. LNB-015-13 LLC: Nov. 19 Hearing on Disclosure Statement ------------------------------------------------------- The court has set a hearing to consider approval of the Second Amended Disclosure Statement of LNB-015-13, LLC, for November 19, 2019 at 1:30 p.m., United States Bankruptcy Court 301 N. Miami Ave. Courtroom #4 Miami, FL 33128. The last day for filing and serving objections to the second amended disclosure statement is on November 12, 2019 (seven days before Disclosure Hearing). As previously reported by The Troubled Company Reporter, Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida, in August, denied, without prejudice, approval of the amended disclosure statement explaining the amended Chapter 11 plan of the Debtor and directed the parties in the bankruptcy case to complete their mediation. The Debtor, on September 16, filed the second amended disclosure statement. Class 4 - General Unsecured Creditors Schedules JJLB are impaired. Allowed unsecured claim of JJLB Property Management LLC $10,883 will be paid 100% in four equal monthly installments after confirmation and payment of bank claim. Class 2 A- Secured Claim of Deutsche Bank National Trust Company -- Claim 2 and Class 2 B -- Undersecured Claim Deutsche Bank National Trust Company -- Claim 2 are impaired. Debtor will pay allowed secured claim and undersecured claim of Deutsche Bank as follows: $325,000, 30 YEAR AMORTIZATION, 2.5% INTEREST. Property is valued at $299,000. Class 5 - Equity are impaired. Equity Holders will forfeit their membership interests and be issued new memberships for new value paid in this case. Payments and distributions under the Plan will be funded by the following: Harel Bitton and affiliates and rent income. A full-text copy of the Second Amended Disclosure Statement dated September 16, 2019, is available at https://tinyurl.com/yxsgecm9 from PacerMonitor.com at no charge. About LNB-015-13 LLC LNB-015-13, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-19226) on July 22, 2017. The petition was signed by Harel Bitton, its authorized representative. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Joel M. Aresty P.A. is the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. MARFRIG GLOBAL: Fitch Affirms BB- LongTerm IDRs, Outlook Stable --------------------------------------------------------------- Fitch Ratings affirmed Marfrig Global Foods S.A.'s Long-Term Foreign and Local Currency Issuer Default Ratings at 'BB-', and Marfrig Holdings B.V., MARB BondCo PLC and NBM US Holdings, Inc.'s senior unsecured notes at 'BB-'. Fitch upgraded Marfrig's National Scale rating to 'AA-(bra)' from 'A(bra)' due to the group's improved liquidity and good operation performance. The Rating Outlook is Stable. KEY RATING DRIVERS Robust Business Position: Marfrig's ratings incorporate the company's size and geographic diversification in the volatile protein commodity industry. Marfrig is a pure beef player with a processing capacity of 32,800 head/day. National Beef is the fourth-largest beef processor in the United States with approximately 14% of the beef processing capacity in the U.S. (13,100 head/day). In South America, Marfrig is one of the region's leading beef producers, with a primary processing capacity of more than 19,700 heads of cattle per day. The company has eleven accredited plants for exporting to China. Favorable Financial Trends: Marfrig owns 51% of National Beef but consolidates its financials. As a result, for analytical purposes, Fitch excludes about USD300 million (USD150 million paid in first-half 2019) of dividends paid to National Beef's minorities from EBITDA of about USD1.0 billion to USD1.1 billion expected for 2019. Fitch expects Marfrig's adjusted net leverage to remain steady at about 3.5x in 2019 before dropping toward 3.0x in 2020. Marfrig is benefiting from strong trends in the industry due to favorable cattle cycles in Brazil and the U.S., strong demand for protein in the U.S. and other key markets, and rising protein prices globally as a result of the African Swine Flu, which has decimated China's pork industry and increased demand for protein from that market. The reopening of export markets such as China and the Middle East to Brazilian producers of beef is also bolstering the company's performance, as is the new sanitary agreement between Japan and Uruguay that authorized exports of fresh beef between the two countries, as Marfrig is the largest beef exporter in Uruguay. Geographical Diversification: Marfrig's exposure to the volatile beef segment of the protein sector is partially mitigated by its geographic diversification into the two largest beef producing markets. Fitch estimated that National Beef represented about 70% of the group EBITDA and the remaining 30% is represented by South America (mostly in Brazil). Sales from National Beef are primarily made in the U.S., which reduces the company's exposure to risks related to trade tariffs, quotas and bans. Marfrig's geographic diversification also helps to decrease risks related to disease, cattle cycles and currency fluctuation. The company continues to make bolt-on acquisitions in its key market during 2019 including Quickfood in Argentina (USD55 million), Varzea Grande in Brazil (BRL100 million) and Iowa Premium LLC (USD150 million) in the U.S. (incorporated under National Beef). Favorable Beef Outlook: Marfrig's competitive advantages stem from a favorable environment to raise cattle in Brazil and the U.S., the large scale of operations, access to exports markets from Brazil and the U.S. and long-term relationships with farmers, customers and distributors. Global beef fundamentals are expected to remain positive in the next couple of years for Brazilian and U.S. producers due to increased demand and better cattle availability. U.S. beef production is forecast to grow by nearly 2% in 2019, according to the USDA. In exports, Brazil and Argentina are poised to remain top suppliers to China as the country makes a concerted effort to boost its beef supplies as pork production will be hindered by disease issues. ESG CONSIDERATION Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch assigns a score of 3 for the factor regarding the use of animal production; food quality and safety and labor relations. Marfrig has an ESG Relevance Score of 4 on governance for ownership concentration due to the control of the company by the Molina's family and the lack of a detailed succession plan. The shareholder's strong influence upon management could result in decisions being made to the detrimental to the company's creditors. DERIVATION SUMMARY Marfrig's ratings reflect its solid business profile and geographic diversification as a pure play in the beef industry with a large presence in South America (notably Brazil) and in the U.S. with National Beef. Marfrig is well positioned to compete in the global protein industry due to its size and geographic diversification. The business compares favourably regarding size with its regional peer Minerva S.A. (BB-/Stable), which is mainly a beef processor in South America. JBS S.A. (BB/Stable) and Tyson Foods (BBB/Stable) enjoy a higher level of scale of operations, stronger FCF, and higher product and geographical diversification than Marfrig. JBS's rating is constrained by ongoing litigation issues. Regarding net leverage, Marfrig compares favorably with Minerva (BB-) but unfavorably with Tyson or JBS. Marfrig is subject to a put option from minority shareholders. This put option related to National Beef could be exercised in January 2023 (payable one-third each year). The put option would be accelerated in the event of a change in control of Marfrig Global Foods S.A. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Sales are driven by positive consumer demand in the U.S. and Brazil; -- Bolt-on acquisitions; -- Net leverage steady at about 3.5x as of YE2019. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Sustainable and positive FCF; -- Improved and resilient group's operating margins; -- Substantial decrease in gross and net leverage to below 4.5x and 3.0x, respectively, on a sustained basis. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Negative FCF on a sustained basis; -- Net leverage above 4.5x on a sustainable basis. LIQUIDITY Adequate Liquidity: As of June 30, 2019, Marfrig had USD1.7 billion of cash and cash equivalents compared with USD617 million of short-term debt. The short-term debt is mainly related to trade finance lines. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: Marfrig Global Foods S.A. -- Affirmed the Long-Term Foreign and Local Currency IDR at 'BB-'; -- Upgraded the National Long-Term Rating to 'AA-(bra)' from 'A(bra)'; The Rating Outlook is Stable. Marfrig Holdings (Europe) B.V. -- Affirmed Senior unsecured notes due 2023 at 'BB-'. MARB BondCo PLC -- Affirmed Senior unsecured notes due 2024 and 2025 at 'BB-'. NBM US Holdings, Inc -- Affirmed senior unsecured notes due 2026 at 'BB-'. -- Affirmed senior unsecured bond due 2029 at 'BB-'. MATRA PETROLEUM: Taps Buckley & Boots as Valuation Advisor ---------------------------------------------------------- Matra Petroleum USA, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Buckley & Boots, LLC as valuation advisor. The firm will provide these services in connection with the Chapter 11 cases filed by the company and its affiliates: The firm's hourly rates are: a. update all materials necessary to market and sell the Debtors' oil and gas assets; b. verify operating costs and product differentials for the oil and gas assets; c. provide engineering and technical services that might be needed as part of the sale; d. provide a "true market valuation" including specific market-value analysis of the Debtors; e. assist in and make recommendations regarding marketing efforts; and f. provide expert witness services as necessary. Myron Boots and Martin Buckley, the firm's personnel who will be providing the services, will charge $350 per hour for project description services and $600 per hour for testifying in depositions. Prior to the petition date, Buckley & Boots received a retainer of $10,000. Ms. Boots disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Buckley & Boots can be reached through: Myron P. Boots Buckley & Boots, LLC 1117 Potomac Dr., Suite B Houston, TX 77057 Phone: (713) 398-3993 E-mail: MBoots@BuckleyBoots.com About Matra Petroleum Matra Petroleum USA Inc. and its subsidiaries are Houston-based independent oil and gas companies focusing on oil and gas production and development of oil & gas leases all located in Texas. As is well known, operating and market conditions in the oil and gas industry have undergone a profound transformation in recent years leading many companies to seek chapter 11 relief. Matra Petroleum USA and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34190) on July 31, 2019. Matra Petroleum USA estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. As of July 1, 2019, the Debtors had combined secured debt in excess of $70 million, secured by liens on substantially all of the Debtors' assets, cash and equity. The Hon. David R. Jones is the case judge. The Debtors tapped Hoover Slovacek LLP as counsel, and Macco Restructuring Group, LLC, as financial advisor. MATRA PETROLEUM: Taps Hoover Slovacek as Legal Counsel ------------------------------------------------------ Matra Petroleum USA, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hoover Slovacek LLP as its legal counsel. The firm will provide these services in connection with the Chapter 11 cases filed by Matra Petroleum and its affiliates: a. assist, advise and represent Debtors relative to the administration of their bankruptcy cases; b. assist, advise and represent Debtors in analyzing their assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of creditors; d. assist Debtors in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement; e. take all necessary action to protect and preserve the interests of Debtors; f. appear before the bankruptcy court, the appellate courts, and other courts in which matters may be heard; and g. handle litigation that arises regarding claims asserted against Debtors or their assets, including disputes with amounts the Internal Revenue Service claims are owed. The firm's hourly rates are: Edward Rothberg $500 Deirdre Carey Brown $400 Melissa Haselden $385 Curtis McCreight $335 Brendetta Scott $335 Angie V. Kell $300 Vianey Garza $285 Paralegals $125 Hoover Slovacek received a retainer of $130,000. Hoover Slovacek is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Melissa A. Haselden, Esq. Hoover Slovacek, LLP 5051 Westheimer, Suite 1200 Houston, TX 77056 Telephone: 713.977.8686 Facsimile: 713.977.5395 Email: haselden@hooverslovacek.com About Matra Petroleum Matra Petroleum USA Inc. and its subsidiaries are Houston-based independent oil and gas companies focusing on oil and gas production and development of oil & gas leases all located in Texas. As is well known, operating and market conditions in the oil and gas industry have undergone a profound transformation in recent years leading many companies to seek chapter 11 relief. Matra Petroleum USA and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34190) on July 31, 2019. Matra Petroleum USA estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. As of July 1, 2019, the Debtors had combined secured debt in excess of $70 million, secured by liens on substantially all of the Debtors' assets, cash and equity. The Hon. David R. Jones is the case judge. The Debtors tapped Hoover Slovacek LLP as counsel, and Macco Restructuring Group, LLC as financial advisor. MATRA PETROLEUM: Taps MACCO Restructuring as Financial Advisor -------------------------------------------------------------- Matra Petroleum USA, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire MACCO Restructuring Group, LLC as financial advisor and appoint the firm's managing director Drew McManigle as chief restructuring officer. Mr. McManigle and his firm will provide management assistance to Matra Petroleum and its affiliates; develop a strategy for the Debtors to effectively market their assets for sale; and consult with their advisors and creditors regarding their Chapter 11 cases. Mr. McManigle charges an hourly fee of $525 for his services. He will be assisted by other MACCO personnel whose hourly rates are as follows: Engagement Principal $525 - $575 Managing Director $425 - $550 Sr. Financial Analyst $300 - $450 Financial Analyst $200 - $300 Admin Staff $125 Before the petition date, MACCO received a retainer of $40,000. Mr. McManigle disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Drew McManigle MACCO Restructuring Group, LLC Email: drew@maccorestructuringgroup.com About Matra Petroleum Matra Petroleum USA Inc. and its subsidiaries are Houston-based independent oil and gas companies focusing on oil and gas production and development of oil & gas leases all located in Texas. As is well known, operating and market conditions in the oil and gas industry have undergone a profound transformation in recent years leading many companies to seek chapter 11 relief. Matra Petroleum USA and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-34190) on July 31, 2019. Matra Petroleum USA estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. As of July 1, 2019, the Debtors had combined secured debt in excess of $70 million, secured by liens on substantially all of the Debtors' assets, cash and equity. The Hon. David R. Jones is the case judge. The Debtors tapped Hoover Slovacek LLP as counsel, and Macco Restructuring Group, LLC as financial advisor. MATTRESS RESOLUTION: Committee Files Plan, Disclosure Statement --------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Mattress Resolution, LLC, f/k/a Innovative Mattress Solutions, LLC, et al., filed a Chapter 11 plan and accompanying Disclosure Statement. Class 3 General Unsecured Claims are impaired. General Unsecured Claims will receive a pro rata distribution of the Assets remaining in the GUC Trust after all Administrative and Priority Claims have been satisfied. Class 2 Tempur Unsecured Claims are impaired. The Tempur Unsecured Claim shall be voluntarily subordinated to the General Unsecured Claims for the first $500,000 of distributions and then subject to pro rata distribution of the Assets remaining in the GUC Trust to satisfy it. Class 4 Intercompany Claims are impaired. The Intercompany Claims shall be voluntarily subordinated to the General Unsecured Claims and there will not be any Assets remaining in the GUC Trust to satisfy them. Class 5 Equity Interests are impaired. All Equity Interests in the Debtors shall be cancelled. The Debtors, on its own behalf and on behalf of the beneficiaries, shall execute the GUC Trust Agreement, and all other necessary steps shall be taken to establish the GUC Trust. Also on the Effective Date, all of the Debtors’ Assets shall vest in the GUC Trust, including, but not limited to the Wind-Down Funds, any unused and unapplied portions of the Carve-Out, the right to any of the Debtors’ deposits, the Debtors’ other Assets, Cash and the Causes of Action. A full-text copy of the Disclosure Statement dated September 18, 2019, is available at https://tinyurl.com/yxr8gfv4 from PacerMonitor.com at no charge. Counsel for Committee: James R. Irving, Esq. April A. Wimberg, Esq. BINGHAM GREENEBAUM DOLL LLP 3500 National City Tower 101 South Fifth Street Louisville, KY 40202 Telephone: (502) 589-4200 Facsimile: (502) 587-3695 E-mail: jirving@bgdlegal.com awimberg@bgdlegal.com About Innovative Mattress Solutions Innovative Mattress Solutions, LLC, operates 142 specialty sleep retail locations primarily in the southeastern U.S. under the names Sleep Outfitters, Mattress Warehouse, and Mattress King. It offers sleep outfitters, complete beds, electric adjustable beds, bed bug protectors, sheets and pillows. Innovative Mattress Solutions was founded in 1983 and is based in Lexington, Kentucky. Innovative Mattress Solutions, LLC, and 10 affiliates sought Chapter 11 protection (Bankr. E.D. Ky. Lead Case No. 19-50042) on Jan. 11, 2019. The Hon. Gregory R. Schaaf is the case judge. Innovative Mattress estimated assets of $10 million to $50 million and liabilities of the same range. The Debtors tapped Delcotto Law Group PLLC as counsel; Jackson Kelly PLLC, and Morris Nichols Arsht & Tunnell LLP, as special counsel; Brown, Edwards & Company, L.L.P., as accountant; and Conway Mackenzie, Inc. as financial advisor. The Office of the U.S. Trustee on Jan. 23, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The committee retained Bingham Greenebaum Doll LLP, as counsel; Kelley Drye & Warren LLP, as co-counsel; and Province, Inc., as financial advisor. MICHAEL D. COHEN: Unsecureds to Get $125K in Quarterly Installments ------------------------------------------------------------------- Michael D. Cohen, M.D., P.A., filed a Chapter 11 Plan and Disclosure Statement. Class 5 (General Unsecured Claims against the P.A.) are impaired. Each holder of an Allowed Class 5 Claim shall be paid its Pro Rata share of the Class 5 Pool, in the total amount of $125,000.00 by the P.A., in quarterly installments beginning on the second anniversary date of the Effective Date and continuing for the next seven (7) quarters or until such amount is fully paid. Class 1 (M&T Bank Secured Claim) are impaired. Class 1 Claim shall be paid in full and any and all liens held by M&T Bank on Collateral owned by the Debtor shall be deemed released and terminated, and the Debtor shall be authorized to file a termination statement with the Maryland State Department of Assessments & Taxation to confirm this. Class 2A (Secured Claim of Bank of America, N.A.) are impaired. The Allowed Class 2A Claim shall be paid in full within two (2) years after the Effective Date, with interest at the non-default rate of interest set forth in the Bank of America, N.A. loan documents, in monthly installments in an amount mutually acceptable to Bank of America, N.A. and the Debtor or, in the absence of such agreement, as approved by the Court at the Confirmation Hearing, with each payment to be made on the twentieth day of each month beginning in the first full month after the Effective Date. Class 2B (Bank Midwest) are impaired. The Allowed Class 2B Claim shall be paid in full within two (2) years after the Effective Date, with interest at the non-default rate of interest of 6.932% (the rate set forth in the Bank Midwest loan documents), in equal monthly installments until paid in full, with payments due on the twentieth day of each month beginning with the first full month after the Effective Date. Class 2C (Stearns Bank N.A.) are impaired. The Allowed Class 2C Claim shall be paid in full within three (3) years of the Effective Date, with interest at the non-default rate of interest set forth in the Stearns Bank N.A. loan documents (8.63%), in equal monthly installments to be made on the twentieth day of each month, beginning in the first full month after the Effective Date. The Stearns Bank N.A. loan documents shall continue in effect with respect to the Debtor except as modified by this Plan or as otherwise mutually agreed by Stearns Bank N.A. and the Debtor, and Stearns Bank N.A. shall retain a first priority Lien on its Collateral to the same extent it held such a Lien as of the Petition Date. Class 2D (Navitas Credit Corp.) are impaired. The Allowed Class 2A Claim shall be paid in full within ten months after the Effective Date, without interest, in monthly installments of $200.00 until paid in full with the first payment due to be made on the twentieth day of the month following the Effective Date. Class 2E (PNC Bank, N.A.) are impaired. PNC Bank, N.A.’s Secured Claim is believed to be subordinate or junior to the Lien held by M&T Bank, which secures M&T Bank’s Claim which substantially exceeds the value of all of the Debtor’s assets. Therefore, the Debtor does not believe PNC Bank, N.A. has a Secured Claim and that there shall be no Allowed Class 2E Claim. Class 6 (Equity Interests) are impaired. On the Effective Date, all Class 6 interests will be extinguished or cancelled. The holder of the Class 6 Equity Interest shall receive no distribution under the Plan on account of the Equity Interest. The Debtor owns office furniture and supplies, medical equipment, and other tangible and intangible property, all of which are subject to Liens held by multiple Secured Creditors. Based on an appraisal performed by Fox Commercial Auctions, LLC, a well-respected independent appraisal and auction company, as of March 6, 2018, all of the personal property owned by the Debtor and the Affiliated Companies has a fair market value of $358,744.00 and a forced liquidation value of $239,833.00. Of these amounts, the property owned by the Debtor, has a fair market value, as of March 6, 2018, of $184,440.00 and a forced liquidation value of $121,515.00. With the passage of time and continued use, the Debtor believes these values have only gone down. A full-text copy of the Disclosure Statement dated September 16, 2019, is available at https://tinyurl.com/y3s4nrqm from PacerMonitor.com at no charge. Attorneys for the Debtor: Irving E. Walker, Esq. COLE SCHOTZ P.C. 300 East Lombard Street, Suite 1450 Baltimore, MD 21202 Telephone: (410) 230-0660 iwalker@coleschotz.com About Michael D. Cohen Based in Maryland, Michael D. Cohen, M.D., P.A., d/b/a Cosmetic Surgery Center of Maryland, d/b/a Belcara Health, d/b/a Belcara, is a professional corporation engaged in the business of providing various physician services to its patients, including but not limited to services in the areas of plastic surgery, dermatology, and podiatry. Michael D. Cohen, M.D., is the sole shareholder of the Debtor. Shari L. Cohen, Dr. Cohen's wife, is responsible for the business administration of the Debtor's medical practice. Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug. 26, 2016. The Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12, 2016. The Debtor estimated assets in the range of $100,000 to $500,000 and liabilities in the range of $1 million to $10 million as of the bankruptcy filing. The Company's and the Cohens' cases are jointly administered under Case No. 16-22231. The Company is represented by Irving Edward Walker, Esq., at Cole Schotz P.C. The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin, LLC. MODERN VIDEOFILM: Wants to Extend Solicitation Period to Dec. 10 ---------------------------------------------------------------- Modern VideoFilm, Inc. asked the U.S. Bankruptcy Court for the Central District of California to extend the period during which it has the exclusive right to solicit acceptances for its Chapter 11 plan to Dec. 10. Modern VideoFilm initially filed a plan and disclosure statement on June 20, 2018, which provided for 100% of the proceeds generated from the liquidation of all assets (which consists of causes of action against third parties) to be paid to creditors. However, the court disapproved the company's disclosure statement, without prejudice, ordering that it refrain from filing another disclosure statement until the dispute over the company's right to and interests in causes of action referenced in the disclosure statement are resolved. To that end, Modern VideoFilm filed its Stay Motion in the case styled In re Point.360, Case No. 2:17-bk-22432-WB -- to resolve the ownership issues addressed in the court -- and after more than 7 months of deliberation, the cCourt entered an order in favor of the company. The company promptly filed an amended disclosure statement. But based on a settlement reached with Modern VideoFilm Holdings, LLC -- an entity owned and controlled by Moshe Barkat -- the hearing was continued to Nov. 13. The settlement granted relief from the automatic stay to allow the state court litigation of the estate's derivative claims against Capital Corporation to proceed to trial, which was scheduled to commence in June 2018. Meanwhile, Medley has tried to further delay this trial and hamper Modern VideoFilm's ability to monetize its claims against Medley by, for example, filing motions for relief from stay and conversion to Chapter 7. Consequently, the company's efforts to advance the state court trial has been obstructed by Medley's efforts to manipulate and control the litigation and this case. As a result, confirmation of the plan will certainly not occur until after the filing exclusivity period has expired. In order to ensure that third parties are not able to derail the confirmation process and, in turn, Modern VideoFilm's efforts to emerge from chapter 11 through the filing and solicitation of a competing plan, the company asserts that the court should extend the exclusivity periods. About Modern VideoFilm Modern VideoFilm Inc. is a feature film and television post-production company based in California. Modern VideoFilm filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11792) on May 16, 2018. In the petition signed by Howard Grobstein, chief restructuring officer, the Debtor estimated $1 million to $10 million in assets and $50 million to $100 million in liabilities. Judge Mark S Wallace presides over the case. Garrick A. Hollander, Esq., at Winthrop Couchot Golubow Hollander, LLP, serves as the Debtor's counsel. MOUNTAIN CREEK: Oct. 24 Hearing on Disclosure Statement ------------------------------------------------------- A hearing will be held at Courtroom 3A, Martin Luther King Jr. Federal Building, 50 Walnut Street, Courtroom 3A, Newark, NJ 07102 on 10/24/19 at 11:00 AM to consider and act upon the Amended Chapter 11 Plan and Amended Disclosure Statement filed by Kenneth A. Rosen on behalf of Mountain Creek Resort, Inc. About Mountain Creek Resort Mountain Creek Resort, Inc., owns and operates the Mountain Creek Resort, a four-season resort located in Vernon, New Jersey. The Resort is the New York/New Jersey Metro area's closest ski resort with 167 skiable acres on four mountain peaks, 1,040 vertical feet, 46 trails, and 11 lifts. The Resort also operates and manages the Appalachian Hotel and the Black Creek Sanctuary townhomes. Mountain Creek Resort, Inc., and five affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 17-19899) on May 15, 2017. The cases are pending before the Honorable Judge Stacey L. Meisel, and jointly administered. Mountain Creek estimated $10 million to $50 million in assets and debt. The Debtors hired Lowenstein Sandler LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as business consultant and investment banker; and Prime Clerk LLC as claims and noticing agent. On May 24, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Trenk, DiPasquale, Della Fera & Sodono, P.C., is the Committee's bankruptcy counsel. N & B MANAGEMENT: Nov. 17 Amended Disclosure Statement Hearing -------------------------------------------------------------- A Proceeding Memo was issued by the Court for an ongoing hearing regarding the Disclosure Statement of N&B Management Company dated April 29, 2019. Judge Carlota M. Bohm of the US Bankruptcy Court has scheduled a hearing for the amended Disclosure Statement on November 17, 2019 at 2:30 p.m. About N & B Management Co N & B Management Company, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-24728) on Dec. 23, 2016, estimating less than $1 million in assets and liabilities. Francis E. Corbett, Esq., is the Debtor's counsel. Jeffrey Sikirica was appointed Chapter 11 trustee in the Debtor's case on May 15, 2018. The Chapter 11 trustee is represented by Jeffrey J. Sikirica, Esq., in Gibsonia, Pennsylvania. NA RAIL: Moody's Assigns B2 Corp. Family Rating, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating, a B2-PD probability of default rating and a B2 senior secured rating to rail operator NA Rail Hold Co.. NA Rail Hold Co. plans to arrange a $40 million revolving credit facility and a $285 million term loan in connection with the acquisition of Patriot Rail & Ports by an infrastructure fund managed by First State Investments. The rating outlook is stable. RATINGS RATIONALE The ratings consider NA Rail Hold Co.'s position as an operator of 12 short line railroads that connect with the national rail infrastructure of the Class 1 railroads in the US, the company's relatively modest scale and some revenue concentration in pulp and paper and aggregates. With limited exposure to more competitive intermodal freight and a strong focus on yield, NA Rail Hold Co. has a good record of attaining price increases. Operating margins are attractive, notwithstanding the much less profitable port terminal activities of NA Port Hold Co. (held with NA Rail Hold Co. under common control). Moody's estimates operating margins to be close to 20%, when excluding amortization. NA Rail Hold Co. does not own all its railroads. Two of the lease or operating agreements for the railroads that it does not own expire in 2021. Moody's expects debt/EBITDA to be approximately 5.5 times. Moody's does not anticipate that available cash will be used for repayment of the term loan beyond scheduled amortization payments, in view of the company's strategy to increase its scale through acquisitions of other short line railroads. Liquidity is good. Moody's expects annual free cash flow of around $15 million. The $40 million revolving credit facility is considerable relative to the company's revenue base, although a portion of the revolver could be drawn to help fund acquisitions of short line railroads. The $40 million revolving credit facility due 2024 and the $285 million term loan due 2026 are rated B2, the same level as the corporate family rating. This reflects the very high proportion of senior secured debt in the company's capital structure. The stable ratings outlook is predicated on Moody's expectation of moderately growing rail revenues, stable port revenues and a modest increase in operating margins. The ratings could be upgraded if the company demonstrates a prudent execution of its acquisition strategy, operating margins are consistently in excess of 20% (calculated excluding amortization), debt/EBITDA remains below 4.5 times and if free cash flow increases solidly. The ratings could be downgraded if Moody's expects that operating margins decrease towards the mid-teens (calculated excluding amortization), debt/EBITDA increases to more than 6 times, or that liquidity weakens, including if free cash flow drops below $10 million per annum. The following rating actions were taken: Assignments: Issuer: NA Rail Hold Co. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: NA Rail Hold Co. Outlook, Assigned Stable The principal methodology used in these ratings was Surface Transportation and Logistics published in May 2019. NA Rail Hold Co. jointly owns Patriot Rail & Ports with NA Ports Hold Co. Patriot Rail and Ports operates 12 short line railroads in North America and provides rail services, including railcar cleaning, track cleaning and maintenance in 14 states. In addition, Patriot Rail and Ports operates nine port terminals and two cold storage facilities in 5 states in the southeastern US. Revenues for the last 12 months ending June 30, 2019 were $176 million. Upon closing of the transaction, NA Rail Hold Co. and NA Ports Hold Co. will be owned by an infrastructure fund managed by First State Investments. NEW BETHEL BAPTIST: Case Summary & 13 Unsecured Creditors --------------------------------------------------------- Debtor: New Bethel Baptist Church 4212 Greenwood Drive Portsmouth, VA 23701 Business Description: New Bethel Baptist Church is an unincorporated religious association pursuant to the Constitution of the Commonwealth of Virginia. Chapter 11 Petition Date: September 24, 2019 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Case No.: 19-73531 Judge: Hon. Frank J. Santoro Debtor's Counsel: Joseph T. Liberatore, Esq. CROWLEY LIBERATORE P.C. Town Point Center, Suite 300 150 Boush Street Norfolk, VA 23510 Tel: 757-333-4500 Fax: 757-333-4501 E-mail: jliberatore@clrbfirm.com Total Assets: $1,449,207 Total Liabilities: $4,034,673 The petition was signed by Melinda L. Starkley, chairman of the trustees. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at: http://bankrupt.com/misc/vaeb19-73531.pdf NOAH CORPORATION: Needs More Time to Negotiate Plan Treatment ------------------------------------------------------------- Noah Corporation asked the U.S. Bankruptcy Court for the District of Utah to extend the period during which it has the exclusive right to file a Chapter 11 plan to Nov. 25, and the period to solicit acceptances for the plan to Jan. 24, 2020. Since the petition date, Noah has diligently and steadily pursued the necessary prerequisite to proposing a reasonable plan -- addressing the issues involving the Leases, whether by renegotiating and assuming the Leases as modified or being unsuccessful in negotiating needed modifications and rejecting those Leases. Noah has been able to negotiate modifications to most of the Leases which should provide the basis for the successful restructuring of the company. Recently, Noah filed its first omnibus motion to assume 26 nonresidential real property leases. The company still contemplates filing one or two more omnibus motions to assume which will seek approval of its assumption of an additional seven Leases. Noah believes that these assumption motions are key to its successful reorganization and this represents critical progress in the case. The company has sought to mitigate effects on its clients with respect to Events Venues that will be closed by offering to move clients to another Events Venue or keeping an Events Venue longer. Where necessary, Noah has filed motions to reject or agreed to the termination of Leases that it has been unable to resolve in an acceptable way to bring these issues to closure. The company has notified Clients whose events have had to be cancelled, moved to reject the related Events Contracts, and obtained Court approval for payment of priority amounts and allowance of other amounts. For all of these reasons, Noah submits that ample cause exists to extend the Exclusivity Periods in order to preserve the benefits of, and build upon, its restructuring efforts to date. About Noah Operations Noah Operations Richardson -- https://www.noahseventvenue.com/ -- offers venues for important events, including weddings, corporate meetings, anniversaries, birthdays, and reunions. Noah Operations Richardson TX, LLC, a company based in Lehi, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 19-23492) on May 15, 2019. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by William Bowser, president of sole member Noah Corporation. The Hon. William T. Thurman oversees the case. T. Edward Cudick, Esq., at Prince Yeates & Geldzahler, APC, serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee on June 28 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Noah Operations Richardson TX, LLC and its affiliates. NORTIS INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Nortis, Inc. 17280 Redmond-Woodinville Rd NE Suite B828 Woodinville, WA 98072 Business Description: Nortis Inc. provides scientific research and development services. Chapter 11 Petition Date: September 25, 2019 Court: United States Bankruptcy Court Western District of Washington (Seattle) Case No.: 19-13529 Judge: Hon. Christopher M Alston Debtor's Counsel: Michael M. Feinberg, Esq. KARR TUTTLE CAMPBELL 701 5th Ave Ste 3300 Seattle, WA 98104 Tel: 206-223-1313 E-mail: mfeinberg@karrtuttle.com - and - Bruce W. Leaverton, Esq. KARR TUTTLE CAMPBELL 701 Fifth Ave., Ste. 3300 Seattle, WA 98104 Tel: 206-223-1313 E-mail: bleaverton@karrtuttle.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas Neumann, MD, president and CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wawb19-13529.pdf OAKLAWN HOSPITAL: Moody's Affirms Ba1 on $63MM Outstanding Bonds ---------------------------------------------------------------- Moody's Investors Service affirmed the Ba1 rating assigned to Oaklawn Hospital, affecting $63.5 million of outstanding bonds issued through the Calhoun County Hospital Finance Authority, MI. The outlook remains stable. RATINGS RATIONALE The affirmation of Oaklawn Hospital's Ba1 reflects its expectation that Oaklawn will sustain improved financial performance achieved through fiscal 2019, following more modest performance in 2018. Oaklawn's growth in liquidity, volume growth and market expansion, and stabilization of the employed physician group will support improved margins and sufficient cash flow to fund capital expenditures without diluting the balance sheet. Oaklawn will remain challenged by the organization's small size and exposure to physician turnover as well as the organization's sizeable debt load relative to the revenue base. The organization will continue to derive credit support from the hospital's strong market share in its primary service area and an almost entirely fixed rate debt structure with no indirect debt load. RATING OUTLOOK The stable outlook reflects its expectation that Oaklawn will continue generating cash flow margins at approximately current levels in support of its somewhat weaker debt metrics, and that balance sheet measures will continue to improve over time. FACTORS THAT COULD LEAD TO AN UPGRADE - Growth of operating revenue and absolute cash, allowing the organization to improve leverage metrics - Expansion of service lines or geographic reach resulting in overall growth and revenue diversification FACTORS THAT COULD LEAD TO A DOWNGRADE - Inability to generate budgeted cash-flow, or sustain current balance sheet metrics - Erosion of liquidity or weakening of days cash position LEGAL SECURITY The bonds are secured by a gross revenue pledge of the obligated group bolstered by an account control agreement, as well as a mortgage on the Oaklawn Hospital site in Marshall, MI. PROFILE Oaklawn Hospital is a single-hospital system with 94 licensed beds, 15 miles southeast of Battle Creek, in Marshall, MI, the county seat of Calhoun County. Oaklawn, a Level III trauma designated hospital, is the leading healthcare provider in its primary service area covering two thirds of Calhoun County and parts of Eaton, Jackson, and Branch counties. OPEN ROAD: Oct. 2 Plan Confirmation Hearing ------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware approved the disclosure statement explaining the proposed Joint Plan of Liquidation of Open Road Films, LLC dated August 22, 2019, and scheduled a hearing for October 2, 2019, at 1:30 p.m. for final approval of the Disclosure Statement and confirming the Plan. Objections to the proposed Cure Amounts, or otherwise object to the proposed assumption of the assumed agreements must be filed by September 25, 2019, at 4:00 p.m. Assumption of any assumed agreements pursuant to the Plan and the Confirmation Order and payment of the applicable Cure Amount, if any, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, which include defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any such Assumed Agreements at any time before the effective date. The Debtors are represented by Michael R. Nestor, Robert F. Poppiti, Jr. and Ian J. Bambrick of Young Conaway Stargatt & Taylor, LLP; and Michael L. Tuchin, Jonathan M. Weiss, and Sasha M. Gurvitz of Klee, Tuchin, Bogdanoff & Stern LLP. About Open Road Open Road Films, LLC, together with its affiliated debtors, is an independent distributor of motion pictures in the United States and licenses motion pictures in ancillary markets, principally to home entertainment, pay television, subscription and transactional video-on-demand, free television, and other non-theatrical entertainment distribution markets. Open Road Films, LLC, and its affiliates sought Chapter 11 protection (Bankr. D.Del. Lead Case No. 18-12012) on Sept. 6, 2018. Open Road estimated assets and debt of $100 million to $500 million. The Hon. Laurie Selber Silverstein is the case judge. Young Conaway Stargatt & Taylor, LLP, led by Robert F. Poppiti, Jr., Esq., Michael R. Nestor, Esq., Sean M. Beach, Esq., Ian J. Bambrick, Esq. serves as counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP, led by Michael L. Tuchin, Esq., Jonathan M. Weiss, Esq., Sasha M. Gurvitz, Esq. also serves as counsel to the Debtors. FTI Consulting, Inc., acts as restructuring advisors and Donlin Recano & Company is claims and noticing agent to the Debtors. OXFORD FINANCE: S&P Cuts Senior Unsecured Debt Rating to 'B' ------------------------------------------------------------ S&P Global Ratings lowered its rating on Oxford Finance LLC's senior unsecured debt to 'B' from 'B+'. At the same time, S&P affirmed its 'BB-' issuer credit rating on the company. The outlook remains stable. Oxford has somewhat increased leverage in recent quarters, operating with 2.72x debt to adjusted total equity as of June 30, 2019. As the company has increased leverage, the amount of secured debt outstanding that ranks ahead of the company's senior unsecured notes has increased. The company also maintains less unencumbered assets than unsecured debt. The stable outlook on Oxford reflects S&P Global Ratings' expectation that the company will operate with conservative leverage between 2.5x and 3.0x and that prudent underwriting will ensure minimal realized credit losses and sound profitability over the next 12 months. S&P also expects the company to ensure that its funding vehicles remain in compliance with their financial covenants. S&P said, "We could lower our rating if leverage, as measured by debt to adjusted total equity, rises beyond 3.25x. We could also lower the rating if portfolio credit quality deteriorates more than we expect, particularly if that pressures any of the company's secured debt covenants." "We could raise our rating on Oxford if the company reduces leverage below 2.0x and continues to demonstrate a strong record of credit losses and profitability over the next 12 months. Moreover, a higher rating is possible if the company substantially unencumbers its balance sheet." PETER KELLY: Acclaimed Restaurateur Commences Chapter 11 Cases -------------------------------------------------------------- Renowned restaurateur Peter X. Kelly sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-23636) on Sept. 12, 2019. He also signed Chapter 11 petitions for two culinary enterprises: HCC Caterers Inc. (Case No. 19-23634) and Ripe Inc. Restaurant X & Bully Boy Bar (Case No. 19-23635). Mr. Kelly told the Rockland County Business Journal that Restaurant X & Bully Boy Bar in Congers is open and will continue to be open. The restaurateur said the bankruptcy is a chance to reorganize and that current reports are "grossly overstated." The self-taught chef has vowed to save his empire. "We're working every day. This is what we do. We're not going to stop doing it. It's one step in front of the other," Mr. Kelly said, according to Business Journal. HCC Caterers of Yonkers, New York offers catering for events, in home functions, or just about any occasion. HCC Caterers was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. Ripe Inc Restaurant X & Bully Boy Bar operates a restaurant in Congers, New York. Ripe Inc. was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. UGELL LAW FIRM, P.C., led by Scott B. Ugell, is the Debtors' counsel. PG&E CORP: Noteholders Ready to Invest $29.2-Bil. in Rival Plan --------------------------------------------------------------- A group of PG&E Corp. noteholders said in court filings on Sept. 26, 2019, that they are ready to invest $29.2 billion into the power producer as part of a reorganization plan that will pay off liabilities from wildfires that drove it to bankruptcy. The noteholders group and the committee for wildfire victims have earlier jointly filed documents seeking to terminate PG&E's exclusive period to propose a reorganization plan. They instead want to propose their own plan, which they say would adequately address wildfire liabilities and adequately treat holders of funded debt. According to filings before the U.S. Bankruptcy Court for the Northern District of California, the proposed alternative plan will provide for $29.2 billion in new money investments in exchange for common stock of Reorganized PG&E Corp. (representing approximately 59.3% of the outstanding common stock of Reorganized PG&E Corp. on a fully diluted basis), new debt of Reorganized PG&E Corp. and new debt of the Reorganized Utility. The noteholders' proposed plan will create two trusts, a $14.5 billion trust for compensating individual wildfire victims and an $11 billion trust for paying insurers with subrogation claims against PG&E for payments they had made after the blazes in 2017 and last year. According to the Plan Term Sheet, as amended Sept. 25, 2019, funding of the Plan will be obtained as follows: A. NEW MONEY INVESTMENT IN PG&E CORP. On the Effective Date, Reorganized PG&E Corp. shall issue shares of Reorganized PG&E Corp. Common Stock to the new money investors in exchange for $15,512,332,599 in cash. The commitments for the PG&E Corp. New Money Investment shall be provided as follows: 1. 50% by the consortium of large Utility bondholders; 2. 45% by the members of the Ad Hoc Committee; and 3. 5% by the holders of PG&E Common Interests. B. NEW PG&E CORP SENIOR UNSECURED NOTES On the Effective Date, Reorganized PG&E Corp. will issue $5.75 billion in new senior unsecured notes to the new money investors in exchange for $5.75 billion in cash. The commitments for the New PG&E Corp. Senior Unsecured Notes Investment will be provided as follows: 1. 50% by a consortium of large Utility bondholders; 2. 50% by the members of the Ad Hoc Committee. C. New Utility Secured Notes The Debtors will use commercially reasonable efforts to have the Reorganized Utility issue, on the Effective Date, $7,978,610,000 in new secured notes to third party investors in exchange for $7,978,610,000 in cash, with the proceeds being used to pay down all existing Utility Unsecured Term Loan Claims, Utility Unsecured Revolving Credit Facility Claims and Short-Term Utility Unsecured Notes Claims. In the event that the Reorganized Utility fails to issue all or a portion of the New Utility Secured Notes to third party investors on the Effective Date after using commercially reasonable efforts to do so, on the Effective Date, the Reorganized Utility shall issue New Utility Secured Notes in the amount of any such shortfall to the new money investors: 1. 50% by a consortium of large Utility bondholders; 2. 50% by the members of the Ad Hoc Committee. Members of the Consortium of Large Utility Bondholders, as of Sept 25, 2019, are: 1. Apollo Capital Management, L.P. 2. Canyon Capital Advisors LLC 3. Capital Research and Management Company 4. Citadel Advisors LLC 5. Davidson Kempner Capital Management LP 6. Elliott Management Corporation 7. Farallon Capital Management, L.L.C. 8. Oaktree Fund GP, LLC 9. Pacific Investment Management Company LLC 10. Theater Investor LLC (managed by Sculptor Capital LP) 11. Third Point LLC 12. Varde Partners, Inc. Members of the Ad Hoc Committee of Unsecured Noteholders hold in excess of $10 billion of funded debt claims against the Debtors. As of mid-July 2019, members of the Ad Hoc Committee are: -- Angelo, Gordon & Co., L.P., -- Apollo Global Management LLC, -- Aurelius Capital Management, LP, -- Canyon Capital Advisors LLC, -- Capital Group, -- CarVal Investors, -- Castle Hook Partners LP, -- Citadel Advisors LLC, -- Citigroup Global Markets, -- Cyrus Capital Partners, L.P., -- Davidson Kempner Capital Management LP, -- Deutsche Bank Securities Inc., -- Diameter Capital Partners LP, -- Elliott Management Corporation, -- Farallon Capital Management, L.L.C., -- Fir Tree Partners, -- Oaktree Capital Management, L.P., -- Och-Ziff Capital Management Group LLC, -- Pacific Investment Management Company LLC, -- Pacific Life Insurance Company, -- P. Schoenfeld Asset Management LP, -- Senator Investment Group LP, -- Taconic Capital Advisors LP, -- Third Point LLC, and -- Varde Partners, Inc. AKIN GUMP STRAUSS HAUER & FELD LLP, led by Ashley Vinson Crawford, Michael S. Stamer, Ira S. Dizengoff, David H. Botter, and Abid Qureshi, represents the Ad Hoc Committee of Noteholders. A copy of the Amended Plan Term Sheet is available at: http://bankrupt.com/misc/PGE_4006_ACN_Am_Plan_Term_Sheet.pdf About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. * * * PG&E has filed a bankruptcy-exit plan that proposes to pay off wildfire claims as follows: (x) payment of $11 billion to insurers to address insurance subrogation claims totaling $20 billion; (y) distribution of $1 billion to a group of local governments and state agencies; and (z) creation of a trust capped at $8.4 billion to resolve other wildfire claims, including those of individual victims. PRECIPIO INC: Clinical Validations for IV-Cell & HemeScreen Done ---------------------------------------------------------------- Precipio, Inc., announced that as it approaches the end of Q3-2019, several of the large laboratories have successfully completed validation studies to test Precipio's IV-Cell cytogenetics media product, as well as its HemeScreen Assay, and are proceeding towards placing orders. From Validation Testing To Revenue As previously discussed, each lab must undergo a complex and thorough process to introduce products such as IV-Cell cytogenetics media and HemeScreen Assay into its clinical work-flow. This includes extensive testing as well as side-by-side comparison to the laboratory's existing process in order to ensure both consistent results, as well as superior performance of the products. Each potential customer has their unique acceptance procedures. Only once these and other important parameters are demonstrated, does a laboratory proceed to discuss purchasing this product and integrating it into their clinical operations. "This process is no different than the process we at Precipio take when evaluating and introducing a new technology; after all, we are dealing with patients' lives and the diagnosis of cancer, a task we take incredibly seriously. Therefore a rigorous process is expected to ensure accuracy of results," said Dr. Ayman Mohamed, Precipio's Laboratory Scientific Director. In the laboratories that have completed their clinical testing step, the next and final step is the agreement on commercial terms. Based on the size of the customer, this usually involves various approvals within the organizational hierarchy; followed by a pricing/volume discussion to establish the economic terms. Finally, the laboratory must evaluate its current inventory levels to assess the timeline to exhausting the inventory it has on hand of its current products (typically 30-60 days' worth of inventory) and place an order accordingly. New Product Commercialization Efforts Precipio management and its commercial team have been engaged in substantial efforts to commercialize its products, including in-roads into some of the largest laboratories both domestically and internationally. "As with many new products, the first sale is always the most difficult one. Absent a product track record and prior customer references, the product introduction is challenging. However, the combination of the clinical value of products such as IV-Cell, combined with its operational and cost-advantage benefits, have proven extremely attractive to the customers approached by Precipio. "Over the past six months the team has been focused on approaching customers and obtaining agreements for trials. As in all sales, this is very much a "shots on goal" approach, and the more customers the company approaches, the more trials are conducted, the more end-user customers we project to have. "The company has had substantial success (as measured by the response rates) and has a pipeline of numerous additional trials underway both domestically and internationally. "As typically in new product launches, through frequent meetings and presentations to customers, the company continuously learns how to improve its product positioning and marketing message. The Company has also been able to identify the key benefits that are important to customers. That feeds into an improved message which ultimately increases the yield of sales efforts. "The company's commercialization efforts internationally have enabled for trials that were successfully secured for IV-Cell, with revenue potential estimated at $5M annually. The seven trials were generated from a total of eight laboratories that were presented with the product," the Company said. "We are energized by the results of the commercialization of our products. I have witnessed firsthand our recent successes in generating interest, trials, and successful results for labs both in the US and overseas; this clearly demonstrates we have a product that combines clinical, operational and economic value to laboratories serving their patients," said Ilan Danieli, Precipio's chief executive officer. "I have no doubt that proprietary technologies such as IV-Cell will be a substantial driver of revenue, gross margin, and profitability in the coming quarters - yes it takes longer time than anticipated but I am confident that we are on the right path forward to creating substantial shareholder value." About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. Precipio incurred a net loss of $15.69 million for the year ended Dec. 31, 2018, compared to a net loss of $20.69 for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $22.20 million in total assets, $7.97 million in total liabilities, and $14.22 million in total stockholders' equity. The audit opinion included in the Company's annual report for the year ended Dec. 31, 2018, contains a "going concern" explanatory paragraph. Marcum LLP, in Hartford, CT, the Company's auditor since 2016, stated in its report dated April 16, 2019 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. QORVO INC: Moody's Assigns Ba1 CFR, Outlook Stable -------------------------------------------------- Moody's Investors Service rated Qorvo, Inc.'s incremental Senior Unsecured Notes due 2029 at Ba1. Qorvo's Ba1 Corporate Family Rating, the Ba1 rating on its existing senior unsecured notes, SGL-2 Speculative Grade Liquidity rating, and the stable outlook are unchanged. Proceeds of the Incremental Senior Notes will be used for general corporate purposes, which may include share repurchase, acquisitions, and repayment of other existing debt. Proforma for the Incremental Senior Notes, Moody's expects that debt to EBITDA (Moody's adjusted) will increase to no more than 1.5x from 1.2x (latest twelve months ended June 29, 2019, Moody's adjusted). Assignments: Issuer: Qorvo, Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba1, LGD4 RATINGS RATIONALE The Ba1 CFR reflects Qorvo's modest leverage, which Moody's expects to remain below 1.5x debt to EBITDA (Moody's adjusted), its strong niche position in the smartphone radio frequency filter market, and a portfolio of infrastructure and defense products, which tend to have longer product life cycles. RF filter providers are enjoying strong secular growth from both increased smartphone sales and rapidly increasing RF content per phone. Still, the modest leverage and good liquidity are needed to balance the large revenue concentrations, as Qorvo's top two customers comprise over 40% of revenues, and the very short product life cycles characteristic of the smartphone industry. Qorvo's SGL-2 rating indicates good liquidity supported by cash, which Moody's expects to be maintained in excess of $500 million, and FCF, which Moody's projects to be in excess of $450 million over the next year. These internal sources of liquidity are supplemented by a $300 million unsecured revolving credit facility maturing in December 2022, which will likely remain undrawn. The stable outlook reflects Moody's expectation that Qorvo will generate flat to low-single digit percentage revenue growth over the next 12 months. This weak revenue growth reflects the restrictions on sales of certain Qorvo products to Huawei Technologies Co., as Huawei has been placed on the US Department of Commerce's Entity List, and the slower growth in global smartphone sales. The emerging ramp of 5G infrastructure spending in select global markets should support revenue growth in the coming quarters. With this modest revenue growth and the operating leverage of the business, the very low financial leverage and Moody's expectation that Qorvo will refrain from further debt issuance, debt to EBITDA (Moody's adjusted) should remain below 1.5x over the next year. The ratings could be upgraded if Qorvo substantially reduces the revenue concentration with its top two customers. Moody's would expect that Qorvo would also be generating organic revenue growth in excess of the industry, and maintaining a conservative leverage profile, with debt to EBITDA (Moody's adjusted) maintained below 1.5x. The ratings could be downgraded if Moody's expects a sustained slowdown in revenue growth or if the EBITDA margin falls below the low 20s percent level (Moody's adjusted) for an extended period of time. The rating could also be lowered if profitability pressure or a material increase in debt levels lead to debt to EBITDA (Moody's adjusted) sustained above 2.5x. Qorvo, Inc., based in Greensboro, North Carolina, produces radio frequency filters and modules used in smartphones and other RF products for a variety of end markets including cellular telephony base stations, military and commercial radar, and WiFi networks. The principal methodology used in these ratings was Semiconductor Industry published in July 2018. QUESOS DEL PAIS: Medina Objects to Disclosure Statement ------------------------------------------------------- Francisco Román Medina objects to Disclosure Statement filed by Quesos Del Pais La Esperanza Inc. Medina points out that the Debtor provided information in the MORS, in the 341 meeting and Disclosure Statement constitute fraud, dishonesty, incompetence and gross mismanagement of the affairs of debtor. Medina asserts that the MORS that have been filed are incorrect and lack of the required Profit and Loss statement because debtor is using the personal MOR format, not the business format as required. Medina complains that the financial analysis in the Disclosure Statement does not reflect the financial information that is being presented in MORS, nor the amounts transferred. According to Medina, all the profits of Mercado Familiar are income from Quesos del Pais and must be included in the as income of debtor for the liquidation and creditors payment analysis. Medina points out that in this case debtor does not comply with all requirements, significant amounts of money, property of the state have been transferred to an insider and debtor is violating the law that gives him the right to have a contract with the FFMPR. Medina asserts that the transfer of money from the FFPR is not included in the Disclosure Statement and the transferred amount us important to establish the correct liquidation value. Counsel for Francisco Roman Medina: Damaris Quiñones-Vargas, Esq. Box 429, Cabo Rojo, PR 00623 Tel. 787-851-7866 Fax 787-851-1717 damarisqv@bufetequinones.com About Quesos Del Pais La Esperanza Quesos Del Pais La Esperanza Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 18-06529) on Nov. 6, 2018, disclosing under $1 million in assets and liabilities. The Debtor hired Garcia-Arregui & Fullana, as attorney. RAIT FUNDING: Ashby, Brown Rudnick Update on Equity Holders ----------------------------------------------------------- In the Chapter 11 cases of RAIT Funding, LLC, et al., the law firms of Ashby & Geddes, P.A. and Brown Rudnick LLP filed an verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of equity holders that they are representing. On Sept. 10, 2019, the Ad Hoc Committee of Holders of Preferred and Common Equity Issued by RAIT Financial Trust filed a verified statement. On Sept. 18, 2019, the Ad Hoc Committee filed an amended verified statement, to provide an updating list of holders preferred and or common equity interests. As of Sept. 18, 2019, members of the Ad Hoc Committee and their disclosable economic interests are: (1) Howard Amster 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series A Preferred: 6,450 * Series B Preferred: 20,025 * Series C Preferred: 1,591 (2) Howard Amster IRA 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series A Preferred: 266,140 * Series B Preferred: 112,355 * Series C Preferred: 59,007 (3) Amster Limited Partnership 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series A Preferred: 18,400 * Series B Preferred: 33,677 * Series C Preferred: 1,300 (4) Horizon Group Properties 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series B Preferred: 2,400 (5) Laughlin Holdings LLC 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series A Preferred: 42,400 * Series C Preferred: 15,031 (6) newAx Inc. 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series A Preferred: 1,100 (7) Pleasant Lake Apts Corp 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series B Preferred: 3,400 (8) Pleasant Lake Apts. Ltd Partnership 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series A Preferred: 86,928 * Series B Preferred: 152,799 * Series C Preferred: 120,773 (9) Pleasant Lake – Skoien Investments LLC 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series B Preferred: 4,974 * Series C Preferred: 6,300 (10) Ramat Securities Ltd 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series A Preferred: 65,700 * Series B Preferred: 43,959 * Series C Preferred: 14,405 (11) Somerset Outlet Centers L.P. 44 Cocoanut Row, B323 Palm Beach, FL 33480 * Series A Preferred: 39,300 * Series C Preferred: 16,100 (12) Broadbill Partners II, LP 157 Columbus Ave., 5th Floor New York, NY 10023 * Series A Preferred: 173,090 * Series B Preferred: 99,235 * Series C Preferred: 34,870 (13) Black Rhino, LP 157 Columbus Ave., 5th Floor New York, NY 10023 * Series A Preferred: 21,201 * Series B Preferred: 13,750 * Series C Preferred: 4,044 (14) JKJ Special Situations Fund, LP 157 Columbus Ave., 5th Floor New York, NY 10023 * Series A Preferred: 38,530 * Series B Preferred: 24,313 * Series C Preferred: 17,332 (15) Mark Schneiderman 250 W. 57th Street, Suite 1820 New York, NY 10107 * Series B Preferred: 4,000 (16) TCG Holdings I LLC c/o Triangle Capital Group LLC 452 Fifth Avenue, 30th Floor New York, NY 10018 * Series A Preferred: 190,080 * Series B Preferred: 82,157 * Series C Preferred: 32,552 (17) Technical Management Group, Inc. 3106 Edgewood Drive SE Jefferson, OR 97352 * Series A Preferred: 51,480 * Series B Preferred: 24,773 * Series C Preferred: 41,876 (18) Albert Polanco 4311 NE Joes Point Rd. Stuart, Florida 34996 * Series B Preferred: 750 (19) Riva Ridge Master Fund, Ltd. 55 5th Avenue, Suite 1808 New York, NY 10003 * 38,000 Preferred Shares (20) David and Gilda Zlatin 23811 Chagrin Blvd, Suite 200 Beachwood Ohio 44122 * Series A Preferred: 1,500 * Series B Preferred: 1,500 (21) DG Financial LLC 23811 Chagrin Blvd, Suite 200 Beachwood Ohio 44122 * Series A Preferred – 2,500 (22) Ilana Prussky 310 Tweedsmuir Avenue Unit 312 Toronto, Ontario M5p2y2 * 11,500 Preferred Shares * 2,000 Common Shares (23) Charles Frischer 4404 52nd Avenue NE Seattle, WA 98105 * Series A Preferred: 400,400 * Series B Preferred: 229,409 * Series C Preferred: 155,000 * 9,692 Common Shares (24) Charles and Abigail Francis Frischer 4404 52nd Avenue NE Seattle, WA 98105 * Series A Preferred: 125,300 * Series C Preferred: 5,700 (25) Libby Frischer Family Partnership LP 4404 52nd Avenue NE Seattle, WA 98105 * Series A Preferred: 367,280 * Series B Preferred: 124,117 * Series C Preferred: 69,100 Counsel to the Ad Hoc Committee of Holders of Preferred and Common Equity Issued by RAIT Financial Trust can be reached at: ASHBY & GEDDES, P.A. William P. Bowden, Esq. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899-1150 Tel.:(302) 654-1888 Fax: (302) 654-2067 E-mail: wbowden@ashbygeddes.com - and - BROWN RUDNICK LLP Robert J. Stark, Esq. Bennett S. Silverberg, Esq. Max D. Schlan, Esq. Seven Times Square New York, NY 10036 Tel.:(212) 209-4800 Fax: (212) 209-4801 E-mail: rstark@brownrudnick.com bsilverberg@brownrudnick.com mschlan@brownrudnick.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/OUl1aq About RAIT Funding 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. 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. At the time of the filing, the Debtors were estimated to have 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. RCSRP CORPORATION: Case Summary & 19 Unsecured Creditors -------------------------------------------------------- Debtor: RCSRP Corporation 8225 W. Robindale Road Las Vegas, NV 89113 Business Description: RCSRP Corporation is a privately held company in Las Vegas, Nevada that primarily operates in the healthcare industry. Chapter 11 Petition Date: September 25, 2019 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Case No.: 19-16172 Judge: Hon. August B. Landis Debtor's Counsel: Matthew L. Johnson, Esq. JOHNSON & GUBLER, P.C. 8831 West Sahara Avenue Las Vegas, NV 89117 Tel: (702) 471-0065 Fax: (702) 471-0075 E-mail: annabelle@mjohnsonlaw.com mjohnson@mjohnsonlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Steven R. Pavlow, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at: http://bankrupt.com/misc/nvb19-16172.pdf RICH'S FOOD: Strategic Funding Objects to Disclosure Statement -------------------------------------------------------------- Strategic Funding Source, Inc., d/b/a Kapitus, files its objection to the adequacy of the Rich's Food Stores, LLC's Disclosure Statement and to confirmation of the Debtor’s Plan of Reorganization. Strategic Funding objects to the Disclosure Statement and the Plan because they fail to treat Strategic Funding as fully secured (indeed, Debtor's Plan intends to treat Strategic Funding as fully unsecured) and fail to include interest and attorneys' fees in addition to the principal amount owed to Strategic Funding. Strategic Funding further objects to the confirmation of the Plan because it was proposed in bad faith. According to Strategic Funding, despite acknowledging (1) signing the loan agreements and security agreements that form the basis for Strategic Funding’s Proof of Claim; (2) the existence of outstanding amounts due to Strategic Funding; and (3) the existence of assets exceeding the value of the only claimed superior interest to Strategic Funding’s secured interest, Debtor nevertheless proposed a plan which treats Strategic Funding as fully unsecured. Attorneys for Strategic Funding: Byron L. Saintsing, Esq. SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, L.L.P. PO Box 176010 Raleigh, NC 27619-6010 Telephone: (919) 250-2000 bsaintsing@smithdebnamlaw.com About Rich's Food Stores Based in Wallace, North Carolina, Rich's Food Stores, LLC, dba Hwy 55 Wallace, dba Hwy 55 Fayetteville, dba Hwy 55 Burgaw, dba Hwy 55 Castle Hayne, a franchisee of the Hwy 55 burgers restaurant, filed a voluntary Chapter 11 Petition (Bankr. E.D.N.C. Case No. 19-00504) on February 5, 2019. The case is assigned to Hon. Joseph N. Callaway. The Debtor's counsel is Richard Preston Cook, Esq., at Richard P. Cook, PLLC, in Wilmington, North Carolina. At the time of filing, the Debtor had total assets of $755,009 and total liabilities of $1,503,316. The petition was signed by Kenneth Norman Rich, member/manager. ROVIG MINERALS INC: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Rovig Minerals, Inc. 126 Heymann Blvd. Lafayette, LA 70503 Business Description: Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was founded in 1980 in Billings, Montana to pursue exploration and development of mineral, oil and gas projects around the world. Involuntary Chapter 11 Petition Date: September 25, 2019 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Case Number: 19-51133 Judge: Hon. John W. Kolwe Petitioners' Counsel: Michael A. Crawford, Esq. TAYLOR, PORTER, BROOKS & PHILLIPS POB 2471 Baton Rouge, LA 70821 Tel: (225) 381-0201 Fax: (225) 346-8049 E-mail: mike.crawford@taylorporter.com Alleged creditors who signed the involuntary petition: Name Nature of Claim Claim Amount ---- --------------- ------------ FDF Energy Services, LLC Vendor/Oil Field min. $10,000 100 Asma Blvd., Suite 151 Services Lafayette, LA 70508 Tri-City Services, Inc. Vendor/Oil Field min. $10,000 P.O. Box 81858 Services Lafayette, LA 70598 Oil Country Tubular Vendor/Oil Field min. $10,000 Corporation Services P.O. Box 689 Youngsville, LA 70592 DH Rock Bit, Inc. Vendor/ Oil Field min. $10,000 502 W. Montgomery St., Services Ste. 306 Willis, TX 77378 Aldonsa, Inc. Vendor/ Oil Field min. $10,000 d/b/a Oilfield Services Instrumentation, USA P.O. Box 51902 Lafayette, LA 70505 All five petitioning creditors claims to have valid liens against certain wells owned and operated by the involuntary debtor. The aggregate claims of the petitioning creditors, including applicable interest, is $2,189,096 but it is impossible at this time to know the value of the liens. A full-text copy of the Involuntary Petition is available for free at: http://bankrupt.com/misc/lawb19-51133.pdf ROVIG MINERALS LLC: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Rovig Minerals, LLC of MT Business Description: Rovig Minerals -- http://www.rovigminerals.com/-- was founded in 1980 in Billings, Montana to pursue exploration and development of mineral, oil and gas projects around the world. Involuntary Chapter 11 Petition Date: September 25, 2019 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Case Number: 19-51134 Judge: Hon. John W. Kolwe Petitioners' Counsel: Michael A. Crawford, Esq. TAYLOR, PORTER, BROOKS & PHILLIPS POB 2471 Baton Rouge, LA 70821 Tel: (225) 381-0201 Fax: (225) 346-8049 E-mail: mike.crawford@taylorporter.com Alleged creditors who signed the involuntary petition: Name Nature of Claim Claim Amount -------- --------------- ------------ FDF Energy Services, LLC Vendor/ Oil Field min. $10,000 100 Asma Blvd., Suite 151 Services Lafayette, LA 70508 Tri-City Services, Inc. Vendor/ Oil Field min. $10,000 P.O. Box 81858 Services Lafayette, LA 70598 Oil Country Tubular Vendor/ Oil Field min. $10,000 Corporation Services P.O. Box 689 Youngsville, LA 70592 DH Rock Bit, Inc. Vendor/ Oil Field min. $10,000 502 W. Montgomery St., Services Ste 306 Willis, TX 77378 Aldonsa, Inc. Vendor/ Oil Field min. $10,000 d/b/a Oilfield Services Instrumentation, USA P.O. Box 51902 Lafayette, LA 70505 All five petitioning creditors claims to have valid liens against certain wells owned and operated by the involuntary debtor. The aggregate claims of the petitioning creditors, including applicable interest, is $2,189,096 but it is impossible at this time to know the value of the liens. A full-text copy of the Involuntary Petition is available for free at: http://bankrupt.com/misc/lawb19-51134.pdf ROYALE ENERGY: Stockholders Elect Seven Directors ------------------------------------------------- Royale Energy, Inc., held its annual meeting of shareholders on Sept. 20, 2019, at which the stockholdes: (1) elected Rod Eson, Thomas M. Gladney, Jonathan Gregory, Johnny Jordan, Karen Kerns, Mel G. Riggs, and Robert Vogel as members of the Board of Directors of the Company to serve until the next annual shareholders' meeting, or until their successors are elected; (2) approved the Royale Energy, Inc., 2018 Equity Incentive Plan; and (3) approved the Royale Energy, Inc., 2019 Equity Incentive Plan. On Sept. 22, 2019, Rod Eson notified the Board of Directors of Royale Energy of his intention to resign as a director of the Company effective as of that date. Mr. Eson's resignation was not the result of any dispute or disagreement with the Company or the Company's Board of Directors on any matter relating to the operations, policies or practices of the Company. About Royale Energy Royale Energy, Inc. (OTCQB: ROYL) -- http://www.royl.com/-- is an independent exploration and production company focused on the acquisition, development, and marketing of oil and natural gas. The Company has its primary operations in California's Los Angeles and Sacramento Basins. SingerLewak LLP, in Denver, Colorado, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. Royale Energy reported a net loss of $23.50 million in 2018 and a net loss of $2.42 million in 2017. As of June 30, 2019, the Company had $22.45 million in total assets, $23.72 million in total liabilities, and a total stockholders' deficit of $1.26 million. RUNNIN L FARMS: Has Interim Cash Access Until Oct. 7 ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama approves, on an interim basis, the motion filed by Runnin L Farms, LLC, to use cash collateral until Oct. 7, 2019. The Court grants replacement liens to creditors with security interest in the Debtor's cash collateral. The security interests are deemed perfected without need of filing any documents. The Court will convene a final hearing on Oct. 7, 2019 at 2:30 p.m. About Runnin L Farms Runnin L Farms, LLC, f/k/a Runnin L Farms, Inc., is a privately held company in the general freight trucking business in Joppa, Alabama. Runnin L Farms filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 19-82716) on Sept. 9, 2019. In the petition signed by Donald Barry Lindsey, authorized representative, the Debtor was estimated to have assets and liabilities of between $1 million and $10 million. Judge Clifton R. Jessup Jr. oversees the case. TAZEWELL, SHEPARD & MORRIS, P.C., represents the Debtor. SEARS HOLDINGS: Committee Files Statement Supporting Plan --------------------------------------------------------- The Official Committee of Unsecured Creditors of Sears Holdings Corporation and its affiliated debtors, filed a statement in support of confirmation of the Modified Second Amended Joint Chapter 11 Plan of Sears Holdings Corporation and Its Affiliated Debtors. The Plan Currently Represents the Alternative Most Likely To Maximize Value for Creditors Under the Circumstances and Otherwise Satisfies Confirmation Requirements. The principal attacks on the Plan come from Administrative Claimants and focus on the Debtors' financial position. Specifically, the Administrative Claimants and certain other objecting parties argue that the Debtors are administratively insolvent and, due to the speculative nature of litigation recoveries, cannot satisfy the requirements of Bankruptcy Code section 1129(a)(9) and/or meet their burden of showing that the Plan is feasible in accordance with Bankruptcy Code section 1129(a)(11). These objections should be overruled. Ultimately, the Administrative Claimants’ objections amount to nothing more than an expression of their dissatisfaction with the timing of payment on their claims. While the Creditors' Committee is sympathetic to their plight, there is no available alternative to the Plan at this time that would result in the immediate payment in full of the Administrative Expense Claims. The Creditors' Committee Settlement Is in the Best Interests of Creditors. The Plan constitutes a request pursuant to Bankruptcy Rule 9019 for approval of, among other settlements incorporated therein, the Creditors' Committee Settlement. The Creditors' Committee submits that such settlement satisfies the applicable requirements under Bankruptcy Rule 9019 and should be approved. The Creditors' Committee Settlement resolves all disputes between the Debtors and the Creditors' Committee related to the Plan. These disputes would involve difficult legal and factual questions -- particularly with respect to the proposed settlement of substantive consolidation and the good faith of the Debtors in proposing a plan that failed to provide appropriate representation for unsecured creditors on the Liquidating Trust Board or sufficient funding for the Liquidating Trust and released certain potentially culpable parties. The Remaining Objections to the Plan Should Be Overruled. The remaining objections to confirmation of the Plan should be overruled for the reasons set forth in the Debtors' Memorandum. As the objections filed by the Second Lien Parties implicate the Liquidating Trust and other post-Effective Date matters, the Creditors' Committee further responds to certain of the objections raised by such parties as follows. No Reserve Is Required on Account of the 507(b) Claims. In their objections to confirmation, the Second Lien Parties seek a reserve on account of their asserted 507(b) Priority Claims and Other 507(b) Priority Claims and contend that the Disputed Claims Reserve is inadequate. No reserve is required for the ESL 507(b) Priority Claims or Second Lien Parties' Other 507(b) Priority Claims as this Court already has determined that the amount of any such claims is zero. Payment of Indenture Trustee Fees May Be Limited Appropriately. In consideration of (and an incentive to) the Indenture Trustees and the Second Lien Agent acting as Disbursing Agents under the Plan, the Plan provides for the reimbursement of reasonable fees and expenses incurred by such parties during the Chapter 11 Cases after payment of Allowed Administrative Expense Claims from the proceeds of Preserved Causes of Action. Accordingly, the Creditors' Committee asks that the Court overrule the objections to and confirm the Plan. A full-text copy of the Statement of the Official Committee dated September 13, 2019, is available at https://tinyurl.com/y4omuqsv from PacerMonitor.com at no charge. Counsel to the Committee: Ira S. Dizengoff, Esq. Philip C. Dublin, Esq. Sara L. Brauner, Esq. Zachary D. Lanier, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 About Sears Holdings Sears Holdings Corporation (OTCMKTS: SHLDQ) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. * * * In February 2019, Bankruptcy Judge Robert Drain has granted Sears Holdings approval to sell the business to majority shareholder and CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL Investments, Inc., has won an auction to acquire substantially all of Sears' assets, including the "Go Forward Stores" on a going-concern basis. The proposal will allow 425 stores to remain open and provide ongoing employment to 45,000 employees. SEARS HOLDINGS: Files Memorandum in Support of Plan Confirmation ---------------------------------------------------------------- Sears Holdings Corporation, et al., filed a memorandum of law in support of confirmation of their modified Second Amended Joint Chapter 11 Plan. At the outset of these chapter 11 cases and in the wake of other large retail bankruptcies, the Debtors were acutely aware that liquidation was a real possibility. To prevent a value-destructive, full-scale liquidation, the Debtors determined that the best way to maximize value was to conduct GOB Sales (defined below) while evaluating possible paths forward. To allow the Debtors to operate their businesses in chapter 11 and evaluate their store base while simultaneously running a sale and auction process, the Debtors obtained approval for the debtorin- possession financing consisting of: (i) a $1.83 billion DIP ABL Facility with $300 million of new incremental capacity, and (ii) a $350 million new money Junior DIP Facility. Understanding the inherent risk of administrative insolvency, the Debtors also specifically negotiated with their DIP and secured lenders for a first-of-its-kind reserve of up to $240 million funded from Prepetition Unencumbered Collateral dedicated for payment of estate wind down costs at the Debtors’ discretion. The Global Settlement includes compromises made by and between the Debtors, PBGC, and the Creditors’ Committee. At a high level, the PBGC Settlement resolves issues surrounding the complex relationship between PBGC and the Debtors, including the termination of Pension Plans, various assertable claims by PBGC, PBGC’s role at KCD, and the significant joint and several liabilities against each Debtor, in order to maximize value for all creditors. The Plan Settlement resolves potentially extremely costly efforts related to intercompany claims and issues of substantive consolidation. And the Creditors’ Committee Settlement resolves the Debtors’ issues with the Creditors’ Committee, namely regarding post- Effective Date governance and consent issues, and achieves consensus with and support of the Debtors’ major creditor constituency. Below are summaries of the key terms of the each settlement. The Plan fully complies with the requirements of the Bankruptcy Code. Under section 1129(a)(1) of the Bankruptcy Code, a plan must comply with the applicable provisions of the Bankruptcy Code. The legislative history of section 1129(a)(1) explains that this provision encompasses the requirements of sections 1122 and 1123 of the Bankruptcy Code governing classification of claims and contents of the plan, respectively. Section 1122(a) of the Bankruptcy Code provides that “a plan may place a claim or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests of such class.” 11 U.S.C. § 1122(a). Under this section, a plan may provide for multiple classes of claims or interests as long as each claim or interest within a class is substantially similar to other claims or interests in that class. In addition, substantially similar claims may not be classified separately when it is done for an illegitimate reason. The Plan fully complies with each requirement in section 1123(a) of the Bankruptcy Code, which sets forth applicable requirements that the proponent of a chapter 11 plan must satisfy: i. The Plan designates Classes of Claims and Classes of Interests as required by section 1123(a)(1). ii. The Plan specifies whether each Class of Claims and Interests is impaired or unimpaired under the Plan and the treatment of each such impaired Class, as required by sections 1123(a)(2) and 1123(a)(3), respectively. iii. The Plan, except as otherwise agreed to by a holder of a particular Claim or Interest, provides that the treatment of each Claim or Interest in each particular Class is the same as the treatment of each other Claim or Interest in such Class, as required by section 1123(a)(4). Section 1129(a)(7) of the Bankruptcy Code requires that a plan be in the best interests of creditors and stockholders in the Debtors -- commonly referred to as the "best interests" test. The best interests test focuses on potential individual dissenting creditors rather than classes of claims. It requires that each holder of a claim or equity interest either accept the plan, or receive or retain under the plan property having a present value -- as of the effective date of the plan -- not less than the amount such holder would receive or retain if the debtor were liquidated under chapter 7 of the Bankruptcy Code. Under the best interests test, "the court must measure what is to be received by rejecting creditors . . . under the plan against what would be received by them in the event of liquidation under chapter 7. In doing so, the court must take into consideration the applicable rules of distribution of the estate under chapter 7, as well as the probable costs incident to such liquidation." The Court must evaluate the liquidation analysis cognizant of the fact that "[t]he hypothetical liquidation entails a considerable degree of speculation about a situation that will not occur unless the case is actually converted to chapter 7." As section 1129(a)(7) makes clear, the liquidation analysis applies only to non-accepting holders of impaired claims or equity interests. Cram down is also relevant to those classes of Claims which are which impaired and deemed to have rejected the Plan: Class 6 (Intercompany Claims) (All Debtors); Class 7 (Intercompany Interests) (All Debtors); Class 8 (Subordinated Securities Claims) (All Debtors); and Class 9 (SHC Existing Equity Interests) (SHC). Substantially all of the Objections focus on the Debtors' ability to pay Administrative Expense Claims in compliance with section 1129(a)(9) of the Bankruptcy Code or the Plan's feasibility in accordance with section 1129(a)(11) of the Bankruptcy Code. Some Objectors make their arguments under Section 1129(a)(9), others under Section 1129(a)(11), and some as an issue under both provisions. The arguments all essentially raise one issue: that the Objectors believe the Debtors will not have enough money to fund payment of Administrative Expense Claimants under the Plan. The Debtors believe that, taking into consideration all of the Debtors' assets, including the Debtors' highly valuable litigation proceeds, the Debtors will receive enough proceeds to consummate the Plan and fund all Administrative Expense Claims. The Plan provides for payment of Administrative Expense Claims and satisfies Section 1129(a)(9), the Plan is feasible in accordance with Section 1129(a)(11), and the Objections should be overruled. Wilmington Trust alleges that the Debtors' classification structure reflects improper gerrymandering. This accusation is simply incorrect on the record. The Debtors' separate classification of unsecured creditor classes (e.g., separate classification of PBGC Claims from the General Unsecured Claims) was not intended to, and does not, gerrymander class approval. Nor does classification somehow artificially create an impaired consenting class of creditors that would not have otherwise accepted the Plan pursuant to section 1129(a)(10) of the Bankruptcy Code. The Voting Certification establishes that the unsecured creditor classes accept the Plan at each Debtor (other than Sears Brands, L.L.C.) in numerosity. The unsecured creditor classes are not "accepting" classes solely because the percentage in value accepting each class is overwhelmed by unsecured notes that are largely owned by the Second Lien Parties. Further, the Debtors' classification reflects valid business, factual, and legal distinctions that warranted separate classification on the record here. Therefore, the Debtors' classification scheme is appropriate and fully complies with section 1122 of the Bankruptcy Code. Objections to the Standard Used to Evaluate the Plan Settlement Should be Overruled; the 9019 Standard is the Correct Standard to Evaluate the Plan Settlement. Cyrus, Wilmington Trust, and the School District argue that the Plan improperly seeks substantive consolidation through settlement and must actually still meet the Augie/Restivo standard. Because the Plan Settlement reflects a settlement of substantive consolidation issues and not an actual substantive consolidation, the correct standard for approval of the Plan Settlement is the 9019 Standard. The PBGC Settlement Meets the 9019 Standard. The PBGC Has Significant Litigation Claims and Litigation of Such Claims Would be Complex and Protracted. Wilmington Trust also argues that the PBGC Settlement does not meet the 9019 Standard because (i) the PBGC does not have significant litigation claims and (ii) there is a low chance that litigation associated with PBGC’s General Unsecured Claim and KCD’s Administrative Expense Claim will be complex and protracted. Wilmington Trust Obj., ¶¶ 25-35. As described in paragraphs 52 to 63 above and herein, the Debtors contend the opposite, and Wilmington Trust’s objection should be overruled. The PBGC Liquidating Priority Interest Must be Evaluated in the Entire Context of the Plan Settlement. Wilmington Trust argues that the Debtors are improperly providing the PBGC with a new claim on a secured basis through the PBGC Liquidating Trust Priority Interest, thereby decreasing recoveries for other unsecured creditors. Further, Wilmington Trust argues that the Plan Settlement is not adequately justified, and that the Debtors must prove that the cost of analyzing intercompany claims must be greater than $17.5 million. Treatment of Fee Claims under the Plan is Valid and Reasonable. Certain Objectors allege that the Plan was not filed in good faith because it provides for the disparate treatment of Administrative Expense Claims, e.g. the payment in full of Fee Claims from the Carve-Out Account. Other Objectors have further argued that the Carve-Out is not a true carve out, but rather an agreement to use the DIP lenders’ collateral, therefore the payment in full of Fee Claims ahead of Administrative Expense Claims is improper. The Debtors disagree; as stated above, the Debtors have proposed the Plan with the goal of maximizing value and providing recoveries to creditors. The treatment of Fee Claims contained in the Plan was approved by the Court as part of the DIP Order—which is final and non-appealable—and this treatment is merely being incorporated into the Plan. Provisions of the DIP Order Control. Although the DIP ABL Secured Obligations, Junior DIP Secured Obligations, and Prepetition ABL Obligations were satisfied in full or rolled into new Transform facilities pursuant to the Sale Transaction,34 the Postpetition Intercompany Obligations still remain outstanding. Of note, pursuant to paragraph 39 of the DIP Order, all Postpetition Intercompany Obligations are “secured by an automatically perfected security interest in and lien on, as to any Debtor transferee, all DIP ABL Collateral including all Prepetition ABL Collateral, Prepetition Encumbered Collateral and Prepetition Unencumbered Collateral of the transferee for the benefit of the Debtor transferor” (emphasis added). Moreover, no Termination Notice was delivered and no Termination Date has taken effect. Put simply, the Debtors continue to use Cash Collateral pursuant to, and in accordance with, the DIP Order. And unlike other cases where the DIP financing order explicitly envisions a termination of rights and remedies under the DIP order upon the repayment in full of the DIP financing facility, no such provision can be found here. Objections to the Plan Injunction Provision Should be Overruled. Certain Objectors contend that Section 15.8 of the Plan (the injunction provision) has the effect of improperly discharging the Debtors in violation of section 1141(d)(3) and cite to two cases to support such argument: In re Bigler LP and In re Wood Family Interests, Ltd. See U.S. Trustee Obj., at 9-10; School District Obj., at 5-6. Section 1141(d)(3) provides that in a chapter 11 case the debtor may be denied discharge upon confirmation of the plan if the following three requirements are present: (1) the plan provides for the liquidation of all or substantially all of the property of the estate (Section 1141(d)(3)(A)); (2) the debtor does not engage in business after consummation of the plan (Section 1141(d)(3)(B)); and (3) the debtor would be denied a discharge under Section 727(a) of this title if the case were a case under chapter 7 of this title (Section 1141(d)(3)(C)). In re T-H New Orleans Ltd. P'ship, 116 F.3d 790, 803 (5th Cir. 1997). The Plan complies with all of the requirements of section 1129 of the Bankruptcy Code, the Objections should be overruled, and the Plan should be confirmed. A full-text copy of the Debtors' Memorandum of Law dated September 13, 2019, is available at https://tinyurl.com/y4gygo8w from PacerMonitor.com at no charge. Attorneys for Debtors: Ray C. Schrock, Esq. Jacqueline Marcus, Esq. Garrett A. Fail, Esq. Sunny Singh, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 About Sears Holdings Sears Holdings Corporation (OTCMKTS: SHLDQ) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. * * * In February 2019, Bankruptcy Judge Robert Drain has granted Sears Holdings approval to sell the business to majority shareholder and CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL Investments, Inc., has won an auction to acquire substantially all of Sears' assets, including the "Go Forward Stores" on a going-concern basis. The proposal will allow 425 stores to remain open and provide ongoing employment to 45,000 employees. SEARS HOLDINGS: Oct. 3 Hearing on Plan Confirmation --------------------------------------------------- The hearing to consider (1) confirmation of the Modified Second Amended Joint Chapter 11 Plan of Sears Holdings Corporation and Its Affiliated Debtors and (2) the Motion of Debtors for Modification of Retiree Benefits originally scheduled for September 27, 2019 at 11:00 a.m. (prevailing Eastern Time) and October 3, 2019 at 10:00 a.m. (prevailing Eastern Time) will go forward on October 3, 2019 at 10:00 a.m. (prevailing Eastern Time). The hearing scheduled for September 27, 2019 at 11:00 a.m. has been cancelled. Under the Debtors' modified second amended plan, General Unsecured Claims (Class 4) are impaired. Each such holder thereof shall receive its Pro Rata share of (i) the Kmart Corp. General Unsecured Liquidating Trust Interests; (ii) Kmart Corp. Specified Unsecured Liquidating Trust Interests; (iii) the General Unsecured Liquidating Trust Interests; (iv) the Specified Unsecured Liquidating Trust Interests; and (v) any Excess PBGC Amounts that would have been distributed to PBGC on account of Kmart Corp. General Unsecured Liquidating Trust Interests and Kmart Corp. Specified Unsecured Liquidating Trust Interests. ESL Unsecured Claims (Class 5) are impaired are impaired. Each such holder thereof shall receive its Pro Rata share of (i) the Kmart Corp. General Unsecured Liquidating Trust Interests; (ii) the General Unsecured Liquidating Trust Interests; and (iii) any Excess PBGC Amounts that would have been distributed to PBGC on account of Kmart Corp. General Unsecured Liquidating Trust Interests. PBGC Claims (Class 3) are impaired. PBGC shall receive from the Liquidating Trust, (i) the PBGC Liquidating Trust Priority Interest and (ii) in respect of the Allowed PBGC Unsecured Claims, subject to Section 9.2(a)(viii), PBGC’s Pro Rata share of (w) the Kmart Corp. General Unsecured Liquidating Trust Interests; (x) Kmart Corp. Specified Unsecured Liquidating Trust Interests; (y) the General Unsecured Liquidating Trust Interests; and (z) the Specified Unsecured Liquidating Trust Interests, in full and final satisfaction, settlement, release, and discharge of all PBGC Claims against Kmart Corp. Intercompany Claims (Class 6) are impaired are impaired. No separate distributions shall be made under the Plan on account of Intercompany Claims, and such Claims shall be extinguished by distribution, contribution, or otherwise, in the discretion of the Debtors (subject to the Creditors’ Committee Notice Procedures) and in accordance with section 9.2(a) of the Asset Purchase Agreement. Intercompany Interests (Class 7) are impaired. On or after the Effective Date, all Intercompany Interests shall be cancelled. Subordinated Securities Claims (Class 8)are impaired. Holders of Subordinated Securities Claims shall not receive or retain any property under the Plan on account of such Subordinated Securities Claims. ARTICLE V TREATMENT OF CLAIMS AND INTERESTS FOR KMART STORES OF ILLINOIS LLC: General Unsecured Claims (other than Kmart IL Guarantee Claims) (Class 4(A)) are impaired. Each such holder thereof shall receive its Pro Rata share of (i) the General Unsecured Liquidating Trust Interests and (ii) the Specified Unsecured Liquidating Trust Interests. Guarantee Claims (Class 4(B)) are impaired. Each such holder thereof shall receive its Pro Rata share of: (i) Kmart IL Guarantee General Unsecured Liquidating Trust Interests; (ii) Kmart IL Guarantee Specified Unsecured Liquidating Trust Interests; and (iii) any Excess PBGC Amounts that would have been distributed to PBGC on account of Kmart IL Guarantee General Unsecured Liquidating Trust Interests and Kmart IL Guarantee Specified Unsecured Liquidating Trust Interests. PBGC Claims (Class 3) are impaired. PBGC shall receive from the Liquidating Trust, (i) the PBGC Liquidating Trust Priority Interest and (ii) in respect of the Allowed PBGC Unsecured Claims, subject to Section 9.2(a)(viii), PBGC’s Pro Rata share of (w) Kmart IL Guarantee General Unsecured Liquidating Trust Interests; (x) Kmart IL Guarantee Specified Unsecured Liquidating Trust Interests; (y) the General Unsecured Liquidating Trust Interests; and (z) the Specified Unsecured Liquidating Trust Interests, in full and final satisfaction, settlement, release, and discharge of all PBGC Claims against Kmart Stores of Illinois LLC. ESL Unsecured Claims (Class 5)are impaired. Each such holder thereof shall receive its Pro Rata share of: (i) Kmart IL Guarantee General Unsecured Liquidating Trust Interests, including any Excess PBGC Amounts; (ii) the General Unsecured Liquidating Trust Interests; and (iii) any Excess PBGC Amounts that would have been distributed to PBGC on account of Kmart IL Guarantee General Unsecured Liquidating Trust Interests. Intercompany Claims (Class 6) are impaired. On the Effective Date, pursuant to the Plan Settlement as provided in Section 9.2 of this Plan, except as provided in Section 9.2(e), no separate distributions shall be made under the Plan on account of Intercompany Claims, and such Claims shall be extinguished by distribution, contribution, or otherwise, in the discretion of the Debtors. Intercompany Interests (Class 7) are impaired. On or after the Effective Date, all Intercompany Interests shall be cancelled. Each such holder thereof shall neither receive nor retain any property of the Estate or direct interest in property of the Estate of the Debtors on account of such Intercompany Interest. Subordinated Securities Claims (Class 8) are impaired. Holders of Subordinated Securities Claims shall not receive or retain any property under the Plan on account of such Subordinated Securities Claims. ARTICLE VI TREATMENT OF CLAIMS AND INTERESTS FOR KMART OF WASHINGTON LLC: General Unsecured Claims (other than Kmart WA Guarantee Claims) (Class 4(A)) are impaired. Each such holder thereof shall receive its Pro Rata share of (i) the General Unsecured Liquidating Trust Interests and (ii) the Specified Unsecured Liquidating Trust Interests. ESL Unsecured Claims (Class 5) are impaired. Each such holder thereof shall receive its Pro Rata share of: (i) Kmart WA Guarantee General Unsecured Liquidating Trust Interests, including any Excess PBGC Amounts; (ii) the General Unsecured Liquidating Trust Interests; and (iii) any Excess PBGC Amounts that would have been distributed to PBGC on account of Kmart WA Guarantee General Unsecured Liquidating Trust Interests. PBGC Claims (Class 3) are impaired. PBGC shall receive from the Liquidating Trust, (i) the PBGC Liquidating Trust Priority Interest and (ii) in respect of the Allowed PBGC Unsecured Claims, subject to Section 9.2(a)(viii), PBGC's Pro Rata share of (w) Kmart WA Guarantee General Unsecured Liquidating Trust Interests; (x) Kmart WA Guarantee Specified Unsecured Liquidating Trust Interests; (y) the General Unsecured Liquidating Trust Interests; and (z) the Specified Unsecured Liquidating Trust Interests, in full and final satisfaction, settlement, release, and discharge of all PBGC Claims against Kmart of Washington LLC. Guarantee Claims (Class 4(B)) are impaired. Each such holder thereof shall receive its Pro Rata share of: (i) Kmart WA Guarantee General Unsecured Liquidating Trust Interests, including any Excess PBGC Amounts; (ii) Kmart WA Guarantee Specified Unsecured Liquidating Trust Interests; and (iii) any Excess PBGC Amounts that would have been distributed to PBGC on account of Kmart WA Guarantee General Unsecured Liquidating Trust Interests and Kmart WA Guarantee Specified Unsecured Liquidating Trust Interests. Intercompany Claims (Class 6) are impaired. On the Effective Date, pursuant to the Plan Settlement as provided in Section 9.2 of this Plan, except as provided in Section 9.2(e), no separate distributions shall be made under the Plan on account of Intercompany Claims, and such Claims shall be extinguished by distribution. Intercompany Interests (Class 7) are impaired. On or after the Effective Date, all Intercompany Interests shall be cancelled. Each such holder thereof shall neither receive nor retain any property of the Estate or direct interest in property of the Estate of the Debtors on account of such Intercompany Interest. Subordinated Securities Claims (Class 8) are impaired. Holders of Subordinated Securities Claims shall not receive or retain any property under the Plan on account of such Subordinated Securities Claims. On the Effective Date, all Subordinated Securities Claims shall be deemed cancelled without further action by or order of the Bankruptcy Court, and shall be of no further force and effect, whether surrendered for cancellation or otherwise. ARTICLE VII TREATMENT OF CLAIMS AND INTERESTS FOR SEARS HOLDINGS CORP: General Unsecured Claims (Class 4) are impaired. Each such holder thereof shall receive its Pro Rata share of (i) the General Unsecured Liquidating Trust Interests and (ii) the Specified Unsecured Liquidating Trust Interests. ESL Unsecured Claims (Class 5) are impaired. Each such holder thereof shall receive its Pro Rata share of the General Unsecured Liquidating Trust Interests. PBGC Claims (Class 3) are impaired. PBGC shall receive from the Liquidating Trust, (i) the PBGC Liquidating Trust Priority Interest and (ii) in respect of the Allowed PBGC Unsecured Claims, PBGC’s Pro Rata share of (x) the General Unsecured Liquidating Trust Interests and (y) the Specified Unsecured Liquidating Trust Interests, in full and final satisfaction, settlement, release, and discharge of all PBGC Claims against Sears Holdings Corp. Intercompany Claims (Class 6) are impaired. On the Effective Date, pursuant to the Plan Settlement as provided in Section 9.2 of this Plan, except as provided in Section 9.2(e), no separate distributions shall be made under the Plan on account of Intercompany Claims, and such Claims shall be extinguished by distribution, contribution, or otherwise, in the discretion of the Debtors. Intercompany Interests (Class 7) are impaired. On or after the Effective Date, all Intercompany Interests shall be cancelled. Each such holder thereof shall neither receive nor retain any property of the Estate or direct interest in property of the Estate of the Debtors on account of such Intercompany Interest. Subordinated Securities Claims (Class 8) are impaired. Holders of Subordinated Securities Claims shall not receive or retain any property under the Plan on account of such Subordinated Securities Claims. Existing SHC Equity Interests (Class 9) are impaired. On the Effective Date, all Existing SHC Equity Interests shall be cancelled. ARTICLE VIII TREATMENT OF CLAIMS AND INTERESTS FOR ALL OTHER DEBTORS: General Unsecured Claims (Class 4) are impaired. Each such holder thereof shall receive its Pro Rata share of (i) the General Unsecured Liquidating Trust Interests and (ii) the Specified Unsecured Liquidating Trust Interests. ESL Unsecured Claims (Class 5) are impaired. each such holder thereof shall receive its Pro Rata share of the General Unsecured Liquidating Trust Interests. PBGC Claims (Class 3) are impaired. PBGC shall receive from the Liquidating Trust, (i) the PBGC Liquidating Trust Priority Interest and (ii) in respect of the Allowed PBGC Unsecured Claims, PBGC's Pro Rata share of (x) the General Unsecured Liquidating Trust Interests and (y) the Specified Unsecured Liquidating Trust Interests, in full and final satisfaction, settlement, release, and discharge of all PBGC Claims against any Debtor (other than Kmart Corp., Kmart Stores of Illinois LLC, Kmart of Washington LLC, and Sears Holdings Corp.) for which the Plan is confirmed. Intercompany Claims (Class 6) are impaired. On the Effective Date, pursuant to the Plan Settlement as provided in Section 9.2 of this Plan, except as provided in Section 9.2(e), no separate distributions shall be made under the Plan on account of Intercompany Claims, and such Claims shall be extinguished by distribution, contribution, or otherwise, in the discretion of the Debtors. Intercompany Interests (Class 7) are impaired. On or after the Effective Date, all Intercompany Interests shall be cancelled. Subordinated Securities Claims (Class 8) are impaired. Holders of Subordinated Securities Claims shall not receive or retain any property under the Plan on account of such Subordinated Securities Claims. The Debtors and Liquidating Trust shall fund Distributions and satisfy applicable Allowed Claims under the Plan using: (a) Cash on hand; (b) Cash from Net Proceeds of Total Assets (subject to the limitations set forth in the Plan); (c) Cash from the Wind Down Account (subject to the limitations set forth in the DIP Order and the Plan); provided, that the Cash proceeds of the Wind Down Account shall first be used to pay Administrative Expense Claims; provided, further, that any funds remaining in the Wind Down Account at the Effective Date shall be distributed by the Liquidating Trustee as General Assets in accordance with the Plan and the Liquidating Trust Agreement; and (d) Cash from the Carve Out Account; provided, that the Cash proceeds of the Carve Out Account shall first be used to pay Fee Claims; provided, further, that any funds remaining in the Carve Out Account after the payment in full of Allowed Fee Claims shall be distributed by the Liquidating Trustee as General Assets in accordance with the Plan and the Liquidating Trust Agreement. A full-text copy of the modified second amended plan dated September 13, 2019, is available at https://tinyurl.com/y55oqwer from PacerMonitor.com at no charge. Attorneys for the Debtors are Ray C. Schrock, Esq., Jacqueline Marcus, Esq., Garrett A. Fail, Esq., and Sunny Singh, Esq., at Weil, Gotshal & Manges LLP, in New York. About Sears Holdings Sears Holdings Corporation (OTCMKTS: SHLDQ) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. * * * In February 2019, Bankruptcy Judge Robert Drain has granted Sears Holdings approval to sell the business to majority shareholder and CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL Investments, Inc., has won an auction to acquire substantially all of Sears' assets, including the "Go Forward Stores" on a going-concern basis. The proposal will allow 425 stores to remain open and provide ongoing employment to 45,000 employees. SENIOR NH: Court Confirms 1st Amended Chapter 11 Plan ----------------------------------------------------- The Bankruptcy Court has issued an order confirming Senior NH, LLC's first amended Chapter 11 Plan. Class 3B shall consist of the Allowed General Unsecured Claims are impaired. The Holders of General Unsecured Claims shall receive Distributions totaling one hundred percent (100%) of each Holder's Allowed Class 3B Claim, plus interest accruing at the rate of 5.0% APR payable in quarterly payments beginning the first Business Day of the month thirty (30) days following the Effective Date until the earlier of (a) five (5) years after the Effective Date, or (b) until the Allowed Unsecured Claims are paid in full plus interest at the rate of 5.0% APR. Class 2 shall consist of the Allowed Unsecured Claim of Metro City Bank are impaired. The Debtor's obligation with respect to Metro City Bank under its loan documents and all legal, equitable, and contractual rights of Metro City Bank under its loan documents shall remain unaltered and in full force and effect, shall not be modified by confirmation of the Plan, shall not be subject to the temporary injunction provision of Section 5.03, or an objection to the allowance of the claim under Section 4.06 of the Plan, and shall survive any discharge entered in the Case pursuant to Section 6.02 of the Plan. Class 1 shall consist of the Allowed Secured Claim of Southern Bank are impaired. The Debtor's obligation with respect to Southern Bank under its loan documents and all legal, equitable, and contractual rights of Southern Bank under its loan documents shall remain unaltered and in full force and effect, shall not be modified by confirmation of the Plan, and shall survive any discharge entered in the Case. The Debtor shall fund the payments provided for hereunder from operations of the business. A full-text copy of the First Amended Plan dated September 13, 2019, is available at https://tinyurl.com/yxloanup from PacerMonitor.com at no charge. Attorneys for the Debtor: Theodore N. Stapleton, Esq. 2802 Paces Ferry Road, Suite 100-B Atlanta, Georgia, 30339 Telephone: (770) 436-3334 Email: tstaple@tstaple.com About Senior NH LLC Senior NH, LLC operates a 100-bed skilled nursing facility known as the Enid Senior Care located at 410 N. 30th Street, Enid, Okla. Senior NH sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-65904) on Sept. 21, 2018. In the petition signed by Christopher F. Brogdon, managing member, the Debtor estimated assets of less than $10 million and liabilities of less than $50 million. The Debtor tapped Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., as its counsel. SHALE SUPPORT: Court Approves Disclosure Statement -------------------------------------------------- The Disclosure Statement of Shale Support Global Holdings, LLC, et al., is approved. Confirmation Hearing is on October 29, 2019, at 9:00 a.m., prevailing Central Time. Plan Objection Deadline is on October 21, 2019, at 4:00 p.m., prevailing Central Time. Shale Support Global Holdings, LLC, et al., and BSP propose this Amended Joint Plan of Reorganization. Class 6 General Unsecured Claims are impaired. Each holder of an Allowed Class 6 Claim shall receive its Pro Rata share of the GUC Recovery applicable to the Sub-Class for such Allowed Class 6 Claim, which distributions shall be made in accordance with Article VI.F of the Plan. Class 4 Secured Term Loan Claims are impaired. Each holder of an Allowed Class 4 Claim shall receive its Pro Rata share of the Secured Term Loan Claim Recovery. Class 5 Unsecured Convenience Class Claims are impaired. Each holder of an Allowed Class 5 Claim shall receive its Pro Rata share of Convenience Class Recovery Pool. Any funds remaining in the Convenience Class Recovery Pool after payment of all Allowed Class 5 Claims shall revert to the Reorganized Debtors. Class 9 Interests in SSGH, SSH, Stanton and MAH are impaired. Each Interest in SSGH, SSH, Stanton and MAH shall be cancelled and released without any distribution, and each of SSGH, Stanton, and MAH shall be dissolved. Class 10 Subordinated Claims are impaired. Allowed Subordinated Claims, if any, shall be discharged, cancelled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and Holders of Allowed Subordinated Claims will not receive any distribution of account of such Allowed Subordinated Claims. The Reorganized Debtors shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations; (2) the New Membership Interests; and (3) the proceeds from the Exit Facility, as applicable. A full-text copy of the Disclosure Statement dated September 18, 2019, is available at https://tinyurl.com/y3g8w9wy from PacerMonitor.com at no charge. Counsel to the Debtors: Shari L. Heyen, Esq. Karl Burrer, Esq. David R. Eastlake, Esq. GREENBERG TRAURIG, LLP 1000 Louisiana St., Suite 1700 Houston, Texas 77002 Telephone: (713) 374-3500 Facsimile: (713) 374-3505 HeyenS@gtlaw.com Burrerk@gtlaw.com EastlakeD@gtlaw.com Counsel for BSP Agency, LLC: Emanuel C. Grillo, Esq. BAKER BOTTS L.L.P. 30 Rockefeller Plaza New York, NY 10112-4498 Telephone: (212) 408-2519 Facsimile: (212) 259-2519 emanuel.grillo@bakerbotts.com About Shale Support Shale Support Global Holdings, LLC -- https://shalesupport.com/ -- is a privately owned, vertically integrated proppant supplier to the exploration and production sector of the oil and gas industry. Their proppants are comprised of monocrystalline sand (i.e., "frac sand") designed to keep an induced hydraulic fracture open to enhance oil and gas product recovery in unconventional shale deposits. On July 11, 2019, Shale Support Global Holdings, LLC, and seven affiliates sought Chapter 11 protection (S.D. Tex. Lead Case No. 19-33884). Shale Support Global disclosed total assets of $3,150,225 and $127,899,025 as of May 31, 2019. The Hon. David R. Jones is the case judge. The Debtors tapped Greenberg Traurig, LLP, as counsel; Alvarez & Marsal as financial advisor; Piper Jaffray & Co. as investment banker; and Donlin, Recano & Company, Inc., as claims agent. The U.S Trustee on July 29, 2019, appointed five creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee has retained Foley Gardere, Foley & Lardner LLC as its legal counsel and GlassRatner Advisory & Capital Group, LLC as its financial advisors. SHALE SUPPORT: Files Solicitation Version of Plan, Disclosures -------------------------------------------------------------- Shale Support Global Holdings, LLC, Shale Support Holdings, LLC, Stanton Rail Yard, LLC, Southton Rail Yard, LLC, Drying Facility Assets Holding, LLC, Shale Energy Support, LLC, Mine Assets Holding, LLC, and Wet Mine Assets Holding, LLC, as debtors and debtors in possession, and BSP Agency, LLC, in its capacity as administrative agent for the Term Loan Lenders under that certain Term Loan Agreement, filed solitication versions of the amended disclosure statement and Chapter 11 plan. Class 6 General Unsecured Claims are impaired. Each holder of an Allowed Class 6 Claim shall receive its Pro Rata share of the GUC Recovery applicable to the Sub-Class for such Allowed Class 6 Claim, which distributions shall be made in accordance with Article VI.F of the Plan. Class 4 Secured Term Loan Claims are impaired. Each holder of an Allowed Secured Term Loan Claim shall receive its Pro Rata share of the Secured Term Loan Claim Recovery (including the New Membership Interests and a principal portion of the Exit Facility). Class 5 Unsecured Convenience Class Claims are impaired. Each holder of an Allowed Class 5 Claim shall receive its Pro Rata share of the Convenience Class Recovery Pool. Class 8 Interests in the Subsidiary Debtors are impaired. Class 8 Interests shall either be Reinstated or cancelled and released without any distribution. Class 9 Interests in SSGH, SSH, MAH and Stanton are impaired. Class 9 Interests shall be cancelled, released and extinguished as of the Effective Date, and each of SSGH, Stanton, and MAH shall be dissolved. Class 10 Subordinated Claims are impaired. Allowed Subordinated Claims, if any, shall be discharged, canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and Holders of Allowed Subordinated Claims will not receive any distribution of account of such Allowed Subordinated Claims. The Plan will be funded by the following sources of consideration: (a) Cash on hand, including proceeds of the DIP Facility; (b) the New Membership Interests; (c) the Cudd Litigation Proceeds; and (d) the proceeds from the Exit Facility, as applicable. A full-text copy of the Amended Disclosure Statement dated September 19, 2019, is available at https://tinyurl.com/y5vchty6 from PacerMonitor.com at no charge. Counsel to the Debtors: Shari L. Heyen, Esq. Karl Burrer, Esq. David R. Eastlake, Esq. GREENBERG TRAURIG, LLP 1000 Louisiana St., Suite 1700 Houston, Texas 77002 Telephone: (713) 374-3500 Facsimile: (713) 374-3505 HeyenS@gtlaw.com Burrerk@gtlaw.com EastlakeD@gtlaw.com Counsel for BSP Agency, LLC: Emanuel C. Grillo, Esq. BAKER BOTTS L.L.P. 30 Rockefeller Plaza New York, NY 10112-4498 Telephone: (212) 408-2519 Facsimile: (212) 259-2519 emanuel.grillo@bakerbotts.com About Shale Support Shale Support Global Holdings, LLC -- https://shalesupport.com/ -- is a privately owned, vertically integrated proppant supplier to the exploration and production sector of the oil and gas industry. Their proppants are comprised of monocrystalline sand (i.e., "frac sand") designed to keep an induced hydraulic fracture open to enhance oil and gas product recovery in unconventional shale deposits. On July 11, 2019, Shale Support Global Holdings, LLC, and seven affiliates sought Chapter 11 protection (S.D. Tex. Lead Case No. 19-33884). Shale Support Global disclosed total assets of $3,150,225 and $127,899,025 as of May 31, 2019. The Hon. David R. Jones is the case judge. The Debtors tapped Greenberg Traurig, LLP, as counsel; Alvarez & Marsal as financial advisor; Piper Jaffray & Co. as investment banker; and Donlin, Recano & Company, Inc., as claims agent. The U.S Trustee on July 29, 2019, appointed five creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee has retained Foley Gardere, Foley & Lardner LLC as its legal counsel and GlassRatner Advisory & Capital Group, LLC as its financial advisors. SIMPLICITY CATERERS: Gains Cash Access Thru Oct. 7 Final Hearing ---------------------------------------------------------------- Judge Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the Northern District of Alabama, authorizes Simplicity Caterers, LLC, to use cash collateral on an interim basis through Oct. 7, 2019. The Court rules that creditors are granted replacement liens in the Debtor's postpetition assets and proceeds therefrom to the same extent, priority and validity as their prepetition liens. The creditors' security interests are deemed perfected. The Court will consider the Debtor's cash collateral motion on a final basis on Oct. 7, 2019 at 2:30 p.m. at the Federal Building, in Decatur, Alabama. About Simplicity Caterers Simplicity Caterers, LLC, sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-82798) on Sept. 17, 2019. TAZEWELL SHEPARD, P.C., represents the Debtor. SKEFCO PROPERTIES: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Skefco Properties, Inc. as of Sept. 24, according to a court docket. About Skefco Properties Skefco Properties, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-26580) on Aug. 20, 2019. At the time of the filing, the Debtor disclosed $4,473,400 in assets and $1,693,357 in liabilities. The case has been assigned to Judge Jennie D. Latta. The Debtor is represented by the Law Office of John E. Dunlap. SKY-SKAN INC: Seeks to Expend Up to $945K of Cash Collateral ------------------------------------------------------------ Sky-Skan, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Hampshire to use the cash collateral of the Internal Revenue Service and Coastal Capital LLC, of up to $945,320 for the period from Oct. 11, 2019 through Dec. 27, 2019, to pay costs and expenses incurred in the ordinary course of business. The Debtor proposes to grant the IRS a continuing post-petition security interest in all of the Debtor's post-petition assets, except for Chapter 5 claims. The Debtor further proposes to: * timely pay each federal tax deposit as it accrues; * maintain all insurance policies including workers' compensation, general liability, fire and casualty; and * provide adequate protection for any diminution in the value of the interests of IRS and Coastal Capital in the cash collateral. The Debtor will continue to pay into escrow at the Tamposi Law Group $14,054 monthly, which amount will be applied to the secured debt of IRS and Coastal Capital and the Debtor's administrative creditors, as their interests may ultimately be adjudicated. Coastal Capital, LLC can be reached through its legal representative Peter Antonelli at pantonelli@curranantonelli.com About Sky-Skan Inc. Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital full-dome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. In the petition signed by Steven T. Savage, president, the Debtor was estimated to have less than $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel to the Debtor, and SquareTail Advisors, LLC, is the financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 1, 2017. The Committee retained William S. Gannon PLLC as its bankruptcy counsel. SMF ENERGY: Trustee's $10K Sale of Remnant Assets to Oak Point OK'd ------------------------------------------------------------------- Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida authorized Soneet R. Kapila, the Liquidating Trustee of SMF Energy Corp., to sell remnant assets, consisting of known or unknown assets or claims, which have not been previously sold, assigned, or transferred, to Oak Point Partners, LLC for 10,000, pursuant to the terms of the Asset Purchase Agreement. The sale is free and clear of all liens, claims, interests, and encumbrances. The 14-day stay period under Bankruptcy Rule 6004(h) is waived. About SMF Energy Corporation SMF Energy Corporation, a provider of fuel and lubricants for the trucking, manufacturing and construction industries, and three of its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Lead Case No. 12-19084) on April 15, 2012. The affiliates are SMF Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty, Inc. The petitions were signed by Soneet R. Kapila, the CRO. SMF sought bankruptcy protection after Wells Fargo Bank, N.A., shut off access to a revolving credit loan and declared a default. The bank is owed $11.2 million, including $8 million on a revolving credit secured by all assets. SMF Energy disclosed $16,387,456 in assets and $31,160,009 in liabilities as of the Chapter 11 filing. The Fort Lauderdale, Florida-based Company, which did business Streicher Mobile Fueling and SMF Generator Fueling Services, disclosed $37.0 million in assets and $25.17 million in liabilities as of Dec. 31, 2011. On March 22, 2012, the Company appointed Soneet Kapila of Kapila & Company, Ft. Lauderdale, Florida, as its chief restructuring officer. Judge Raymond B. Ray oversees the case. Lawyers at Genovese Joblove & Battista, P.A., served as the Debtors' counsel. Trustee Services Inc. served as claims agent. Bayshore Partners, LLC, served as their investment banker. The Debtors tapped Harry Stampler and Stampler Auctions for the sale and liquidation of the assets of the Debtors located at 200 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida through an auction sale scheduled for July 19, 2012, at the Property. Steven R. Turner, the Assistant U.S. Trustee 21, appointed three members to the Official Committee of Unsecured Creditors. Robert Paul Charbonneau and the law firm of Ehrenstein Charbonneau Calderin represented the committee. SOUTHEASTERN METAL: Landlord Objects to Disclosure Statement ------------------------------------------------------------ Icon IPC TX Property Owner Pool 6 Austin, LLC, files a Limited Objection to Disclosure Statement for the Joint Plan of Reorganization of Southeastern Metal Products LLC. According to Landlord, SEMP Texas has failed to obtain the issuance of a replacement for the LOC. SEMP Texas’ failure to replace the LOC within sixty (60) days of its expiration is an event of default under the Lease. The Landlord complains that the Disclosure Statement is wholly silent on the arrangements (if any) Debtors have made (or intend to make) to procure the replacement LOC, which is crucial to SEMP Texas' ability to maintain its operations and reorganize. The Landlord points out that a debtor assumes its Lease subject to existing burdens. The Landlord asserts that the disclosure statement stage that a later confirmation hearing would be futile because the plan described by the disclosure statement is patently unconfirmable. Counsel for the Landlord: Karen C. Bifferato, Esq. CONNOLLY GALLAGHER LLP 1201 North Market Street, 20th Floor Wilmington, DE 19801 Telephone: (302) 757-7300 Facsimile: (302) 757-7299 Email: kbifferato@connollygallagher.com -- and -- Jennifer A. Gehrt Robert D. Barbee BARBEE & GEHRT, L.L.P. P.O. Box 224409 Dallas, Texas 75222-4409 Telephone: 214-749-0324 Facsimile: 214-749-0325 Email: jgehrt@bglaw.net About Southeastern Metal Products Southeastern Metal Products LLC is a contract manufacturing company that specializes in fabrication and stampings for various industries including telecommunications, transportation, appliance and health and safety industries. Southeastern Metal Products LLC and its affiliates SEMP Texas, LLC and Hospital Acquisition LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10998) on May 6, 2019. At the time of the filing, Southeastern Metal disclosed assets of between $1,000,001 and $10 million and liabilities of the same range. SEMP Texas had estimated assets of less than $1 million and liabilities of less than $500,000 while Hospital Acquisition had estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtor hired Weir & Partners LLP as counsel; Finley Group as financial advisor; and Omni Management Group as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on May 20, 2019, appointed an official committee of unsecured creditors. Lowenstein Sandler LLP is the committee's legal counsel. STELCO INC: Moody's Withdraws B3 CFR on Incompleted Proposed Notes ------------------------------------------------------------------ Moody's Investors Service withdrawn Stelco Inc.'s B3 corporate family rating, B3-PD probability of default rating, and B3 senior secured note rating. Withdrawals: Issuer: Stelco Inc. Corporate Family Rating, Withdrawn, previously rated B3 Probability of Default Rating, Withdrawn, previously rated B3-PD Senior Secured Regular Bond/Debenture, Withdrawn, previously rated B3 (LGD4) Outlook Actions: Issuer: Stelco Inc. Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE All ratings were withdrawn because Stelco's proposed issuance of $300 million in senior secured notes was not completed. Stelco Inc., based in Hamilton, Ontario, Canada, is primarily engaged in the production of steel products from a single blast furnace. Production approximates 2.5 million net tons/year. Stelco Inc. is owned by Stelco Holdings, Inc., a public company. Revenues in 2018 were C$2.4 billion. STONEMOR PARTNERS: Commences Rights Offering -------------------------------------------- StoneMor Partners L.P. is distributing to its holders of common units as of 5:00 p.m. New York City time on Sept. 26, 2019, one non-transferable subscription right for each common unit held by qualified unitholders of record on the Record Date. Each right will entitle the holder to purchase 1.24 common units for each common unit held by the unitholder as of the Record Date. The subscription price will equal the $1.20 per common unit. The Registration Statement on Form S-1 respecting the Rights Offering was declared effective by the Securities and Exchange Commission on Wednesday, Sept. 25, 2019. The subscription rights will expire if they are not exercised by 5:00 p.m. New York City time on Oct. 25, 2019. The Partnership may, at its sole discretion, extend the rights offering for a period not to exceed 30 days. All exercises of subscription rights are irrevocable. About StoneMor Partners StoneMor Partners L.P., headquartered in Trevose, Pennsylvania -- http://www.stonemor.com/-- is an owner and operator of cemeteries and funeral homes in the United States, with 321 cemeteries and 90 funeral homes in 27 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. StoneMor reported a net loss of $72.69 million for the year ended Dec. 31, 2018, compared to a net loss of $75.15 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $1.76 billion in total assets, $1.76 billion in total liabilities, $57.50 million in total redeemable convertible preferred units, and a total partners' deficit of $60.94 million. * * * As reported by the TCR on Feb. 13, 2019, Moody's Investors Service downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2 from Caa1 and Probability of Default rating to Caa3-PD from Caa1-PD. The Caa2 CFR reflects Moody's concern that if pre-need cemetery selling and liquidity pressures do not abate while the senior secured credit facility is being refinanced, a distressed exchange or other default event could become more likely. As reported by the TCR on July 3, 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on StoneMor Partners L.P. The outlook remains negative. S&P said, "The rating affirmation reflects our view that despite the removal of near term maturities and sufficient liquidity over the next twelve months, we continue to view StoneMor's capital structure as unsustainable in the long term given our projection for persistent free cash flow deficits. STONEMOR PARTNERS: Moody's Alters Outlook on Caa2 CFR to Stable --------------------------------------------------------------- Moody's Investors Service affirmed StoneMor Partners L.P.'s Corporate Family rating at Caa2 and Probability of Default rating at Caa3-PD. Moody's assigned a Caa2 rating to its senior secured notes due 2024. The Speculative Grade Liquidity rating was upgraded to SGL-3 from SGL-4. The ratings outlook was revised to stable from negative. On June 27, 2019, StoneMor announced it had closed a $447.5 million recapitalization transaction, consisting of $62.5 million of preferred units (equity) and $385.0 million of 9.875%/11.500% senior secured PIK toggle notes due 2024. The proceeds were used to repay fully the senior unsecured notes due 2021 and retire the revolving credit facility expiring in May 2020, as well as for associated transaction expenses, cash collateralization of existing letters of credit and other needs formerly secured by the revolving credit facility, with the balance available for general corporate purposes. Investors in the preferred units included affiliates of investment management firm Axar Capital Management LP. RATINGS RATIONALE "We expect StoneMor's revenue will decline in 2019, leading to the affirmation of the CFR at Caa2," said Edmond DeForest, Moody's Senior Credit Officer. DeForest continued: "Since the Axar-led recapitalization provides the company with time and liquidity to implement its business strategy changes, including over $30 million of planned annual cost reduction initiatives, thereby reducing the risk of a default in the next 12 to 24 months, we also revised the rating outlook to stable from negative." The Caa2 CFR reflects Moody's concern that StoneMor's disappointing operating performance could be slow to improve. Weak financial metrics include expectation for very high financial leverage as measured by debt to Accrual EBITDA (pro forma for acquisitions, reflecting Moody's standard adjustments and adding deferred revenues less deferred expenses) which will remain over 10 times, interest coverage below 1.0 time and free cash flow negative in 2019. Moody's anticipates that revenue will grow and free cash flow will be slightly positive by the end of 2020, driven by stabilizing pre-need and at-need cemetery and funeral contract sales and the completion of in-process selling and operational improvements and cost reduction initiatives. The rating is supported by a national portfolio of cemetery properties and an over $900 million backlog of pre-need cemetery and funeral sales. StoneMor exhibits modest environmental risks associated with its large physical property portfolio. Some social and reputational risks stem from periodic, although infrequent, complaints and lawsuits regarding mishandling of human remains at some of its sites. There are multiple governance and regulatory considerations, which vary by location, regarding the handling of human remains and with respect to the management of financial assets held in trust from prepaid contracts. StoneMor's overall operating and financial strategies are considered evolving following the Axar-led recapitalization in June. A change to more aggressive capital allocation, governance or financial strategies could pressure ratings. The Caa3-PD PDR reflects Moody's anticipation of a higher than average overall recovery at default given StoneMor's debt capital structure, which features one set of secured creditors with tight financial covenants that could lead to a rapid default if its operating and financial performance do not improve. The Caa2 rating on the senior secured notes reflects the Caa3-PD PDR and an LGD assessment of LGD3, reflecting its senior position in Moody's priority of claims at default relative to unsecured trade creditors. The secured notes are secured by all assets of StoneMor and are guaranteed on a secured basis by all of its material operating subsidiaries. The upgrade of the Speculative Grade Liquidity rating to SGL-3 from SGL-4 reflects an adequate liquidity profile with over $40 million of unrestricted cash as of June 30, 2019. Moody's expects negative $10 million to negative $15 million of free cash flow (cash burn) in 2019. The senior secured notes pay quarterly interest at either a fixed rate of 9.875% per annum in cash or, at StoneMor's periodic option through January 30, 2022, a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind. Moody's anticipates StoneMor will select the PIK option until its operating and financial performance improves, reducing the cash burden from interest expense. The senior secured notes includes certain financial covenants with which StoneMor may not comply if financial performance continues to decline. These include minimum operating cash flow (as defined) of no less than $20 million in the last two quarters of fiscal 2019 and a minimum Consolidated Interest Coverage Ratio (as defined) of 0.4 times for the nine months ending with the first fiscal quarter of 2020, stepping up to 0.75 times for the twelve months ending with the second quarter, 1.0 times for the LTM ending with the third fiscal quarter and 1.15 times for fiscal 2020, with further steps up in 2021. The stable ratings outlook reflects Moody's expectations for a slowly improving operating and financial performance and adequate liquidity while StoneMor executes its turn-around plan. The ratings could be upgraded if Moody's anticipates sustained 1) pre-need cemetery bookings growth, 2) debt to Accrual EBITDA below 8 times and 3) positive free cash flow. The ratings could be downgraded if 1) operating and financial results do not improve, 2) the value of StoneMor's assets, including its preneed cemetery sales backlog, declines or 3) liquidity deteriorates. Issuer: StoneMor Partners L.P. Corporate Family Rating, Affirmed Caa2 Probability of Default Rating, Affirmed Caa3-PD Senior Secured, Assigned Caa2 (LGD3) Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Outlook, Changed To Stable From Negative The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. StoneMor, based in Trevose, PA, is a provider of funeral and cemetery products and services in the United States. As of June 30, 2019, StoneMor operated 321 cemeteries and 90 funeral homes in the US and Puerto Rico. The company owns 291 of these cemeteries and operates the remaining 30 under long-term management agreements with non-profit cemetery corporations that own the cemeteries. StoneMor is organized as a master limited partnership and is treated as a partnership for U.S. federal income taxes. StoneMor and its operating subsidiary, StoneMor Operating LLC, pay no federal taxes at the entity level and are not subject to a material amount of entity-level taxation by individual states. StoneMor expects to convert from an MLP to a C Corporation by early 2020. Moody's expects StoneMor will book GAAP revenues of over $300 million in 2020. SUGARFINA INC: Sues Manufacturers for Release of Candy ------------------------------------------------------ Sugarfina, Inc., filed a Complaint against GLJ, Inc., and MJC Confections LLC, for allegedly holding hostage more than $2.8 million worth of the retailer's sweets and other property in a warehouse on Long Island, N.Y., Aisha Al-Muslim of The Wall Street Journal report. According to the complaint, MNS is holding, and refusing to produce, over 237 pallets of raw candy, in addition to packaging and finished product. The Debtors urgently require access to this Sugarfina Property in order to perform with respect to its budgetary requirements and continue operations in these cases. Among other things, the Debtors' operations are running desperately low on empty cubes and some of the raw candy that MNS is holding -- items that cannot be purchased from a vendor in time to satisfy the Debtors' production needs. Specifically, the Debtor alleges, if MNS does not release to Sugarfina the empty cubes in its possession, Sugarfina estimates that by October 15, 2019, it will run out of empty cubes, and its ability to process new orders will be greatly limited. The replacement cost of new cubes is estimated to be $694,000.00. Moreover, the Debtor says, Sugarfina has already been damaged by MNS's refusal to comply with the Turnover Obligations set forth in the Services Agreement. Specifically, it had to spend $77,000.00 to expedite an order of Champagne Bears(R), and $79,000.00 on an initial order of empty cubes, for a total of $156,000.00. A full-text copy of the Complaint is available at https://tinyurl.com/y56adq9x from BMCGroup.com at no charge. Proposed Special Litigation Counsel to the Debtors: Eric J. Monzo, Esq. Brya M. Keilson, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Telephone: (302) 888-6800 Facsimile: (302) 571-1750 Email: emonzo@morrisjames.com bkeilson@morrisjames.com -- and -- Christina H. Bost Seaton, Esq. FISHERBROYLES LLP 445 Park Avenue, Ninth Floor New York, NY 10022 Telephone: (203) 887-4665 Email: Christina.BostSeaton@fisherbroyles.com About Sugarfina Inc. Sugarfina Inc. -- https://www.sugarfina.com/ -- operates an "omnichannel" business, involving design, assembly, marketing, and sale of confectionary items through a retail fleet of 44 "Candy Boutiques", including 11 "shop in shops" within Nordstrom's department stores, a wholesale channel, e-commerce, international franchise, and a corporate/custom channel. Its offerings are sourced from the finest candy makers in the world and include such iconic varieties as Champagne Bears, Peach Bellini, Sugar Lips, Green Juice Bears, and Cold Brew Bears. The Debtors employ 335 people, including 71 individuals at the Company's headquarters in El Segundo, Calif. Sugarfina, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No.19-11973) on Sept. 6, 2019. Sugarfina was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Morris James LLP as counsel, and Force Ten Partners, LLC as financial advisor. BMC Group Inc. is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, on Sept. 17, 2019, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. SUPERMARKETS PLUS: Price Saver Seeks Access to Cash Collateral -------------------------------------------------------------- Supermarkets Plus LLC, Middlesex Series, d/b/a Price Saver Market Place, seeks permission from the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral, nunc pro tunc to the Petition Date. As adequate protection to the use of cash collateral, the Debtor will make monthly periodic payments to its secured creditors as follows: (i) $5,000 to Resnick Supermarket Equipment Corp., and (ii) $2,500 to CHTD Company. The Debtor also proposes to grant the secured creditors replacement liens on all of its postpetition assets to the extent of any diminution in the prepetition cash collateral. The budget for the period from Sept. 17, 2019 to Oct. 16, 2019 provides for $93,637 in total store expense, $40,000 of which is for rent; $26,400 for payroll; and $12,500 for utilities, among others. A copy of the Budget is accessible for free at: http://bankrupt.com/misc/SuperMarkets_Plus_12_Cash_MO.pdf About Supermarkets Plus Supermarkets Plus LLC, Middlesex Series, d/b/a Price Saver Market Place, a Delaware limited liability company operates a supermarket business which generally sells groceries and related products. The Debtor also operates a hardware store in Middlesex, New Jersey. Supermarkets Plus sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-27772) on Sept. 17, 2019 in New Jersey. Judge Kathryn C. Ferguson oversees the case. Ast & Schmidt, P.C., is the Debtor's counsel. TELE CIRCUIT: Nov. 7 Plan Confirmation Hearing ---------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, convened a hearing to consider the adequacy of the disclosure statement explaining the Chapter 11 Plan of reorganization filed by Tele Circuit Network Corporation and found that the approval of the disclosure statement is appropriate. October 23, 2019, is fixed as the last day for filing written acceptances or rejections of the Plan. November 7, 2019, at 1:30 p.m. is fixed for the hearing on confirmation of the Plan. The Debtor is represented by: Edward F. Danowitz Danowitz Legal, P.C. 300 Galleria Parkway, Suite 960 Atlanta, Georgia 30339 About Tele Circuit Network Corporation Tele Circuit Network Corporation provides telecommunications services. It offers consumers prepaid home phone plans, various prepaid service plans, easy-to-use calling features and customer service. The company was founded in 2003 with its head office located in Duluth, Georgia. Tele Circuit Network sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-60777) on June 28, 2018. In the petition signed by CEO Ashar Syed, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Wendy L. Hagenau presides over the case. Edward F. Danowitz, Esq. at Danowitz Legal, P.C., and Paul R. Marr, Esq., serve as the Debtor's counsel. Bedard Law Group, PC, is special litigation counsel. TENDERCARE PRESCHOOL: Oct. 29 Hearing on Disclosure Statement ------------------------------------------------------------- The Bankruptcy Court will consider approval of the Proposed Disclosure Statement of Tendercare Preschool and Daycare Academy, LLC on October 29, 2019, at 11:00 A.M., in U.S. Courtroom, U.S. Post Office Building, 115 E. Hancock Avenue, Athens, Georgia, and any objections or modifications to the debtor's Proposed Disclosure Statement. Written Objections to the Disclosure Statement or to whether "adequate information" is provided may be filed with this Court by any party in interest so desiring to object on or before October 21, 2019. About Tendercare Preschool and Daycare Academy, LLC Tendercare Preschool and Daycare Academy, LLC is a lessor of real estate located in Greensboro, Georgia. It is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Tendercare Preschool and Daycare Academy filed a voluntary Chapter 11 petition (Bankr. M.D. Ga. Case No. 19-30316) on March 15, 2019. In the petition signed by Lisa Brown, sole member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Matthew S. Cathey, Esq., at Stone & Baxter, LLP, is the Debtor's counsel. The case has been assigned to Judge James P. Smith. THINK FINANCE: Panel Says Fees, Expenses Won't Exceed $1.4MM Cap ---------------------------------------------------------------- Think Finance, LLC and its Subsidiary Debtors and Debtors in Possession filed with the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, a disclosure statement explaining its first amended joint Chapter 11 Plan of reorganization. In the second amended plan, the Committee represents that in the unlikely event the fees and expenses for the Committee's professionals exceed the $1.4 million cap, such fees and expenses above the cap shall be paid by the Litigation Trust. The Committee further represents that as of the date of the Plan, the Committee does not believe that the fees and expenses for the Committee’s professionals will exceed the $1.4 million cap. On the effective date, the GPLS Secured Parties shall cause all amounts in the GPLS Holdback Account, but no less than $7.5 million, to be transferred to the escrow account. The first $2 million from the escrow account shall be transferred to the Pennsylvania AG on the effective date. All amounts remaining in the escrow account shall be transferred to the Debtors' estates on the effective date, and all such funds not used to make payments or to fund reserves as required by the Term Sheet and the Plan shall be transferred to the Litigation Trust which shall receive all rights and interests in such funds from the Debtors and GPLS Secured Parties. A cash distribution pool in a fixed amount will be created for distributions to holders of allowed unsecured non-priority claims against the Debtors other than the claims of Nationwide Consumer Borrowers. On the effective date, the General Unsecured Claims Cash Pool shall be funded with cash in an amount equal to $3 million. A full-text copy of the Disclosure Statement is available at: https://tinyurl.com/y3p9yhxe from PacerMonitor.com. The Debtors are represented by Gregory G. Hesse, Tyler P. Brown, and Jason W. Harbour of Hunton Andrews Kurth LLP. About Think Finance Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a provider of software technology, analytics, and marketing services to financial clients in the consumer lending industry. Think Finance offers an end-to-end, professionally managed online lending program. The company's customized services allow clients to create, develop, launch and manage their loan portfolio while effectively serving customers. For over 15 years, the company has helped its clients originate more than 2 million loans enabling them to put more than $4 billion in credit on the street. Think Finance, LLC, along with six affiliates, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23, 2017. Think Finance estimated assets of $100 million to $500 million and debt of $10 million to $50 million. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped Hunton & Williams LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and American Legal Claims Services, LLC, as claims and noticing agent. On Nov. 2, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Cole Schotz P.C. is the Committee's bankruptcy counsel. TREASURE ISLES: Oct. 1 Status Conference on Plan Filing ------------------------------------------------------- A status conference will be held at U.S. Bankruptcy Court, Melvin Price US Courthouse, 750 Missouri Ave, East St Louis, IL 62201 on October 1, 2019 at 09:00 AM to consider and act upon the Treasure Isles, Inc.'s Chapter 11 Plan and Disclosure Statement Due. About Treasure Isles Treasure Isles, Inc. is a privately held company that operates in the food and beverages industry. Treasure Isles sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 19-30269) on March 7, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Laura K. Grandy. HeplerBroom, LLC is the Debtor's counsel. The Office of the U.S. Trustee on April 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Treasure Isles, Inc. TRIDENT HOLDING: Files New List of Members of Boards ---------------------------------------------------- Trident Holding Company, LLC, and its debtor affiliates, filed exhibit 1.103 -- List of Members of the New Boards of the Reorganized Debtors; Directors, LLC Managers, and Officers of the Reorganized Debtors -- to the Second Modified Second Amended Joint plan of Reorganization. On September 5, 2019 the Debtors filed the Second Modified Second Amended Joint Plan of Reorganization of Trident Holding Company, LLC and Its Debtor Affiliates. Exhibit 1.103 amends and replaces the Amended Exhibit 1.95. A full-text copy of the Notice of Filing dated September 13, 2019, is available at https://tinyurl.com/y2gmswbm from PacerMonitor.com at no charge. Counsel to Debtors: Paul D. Leake Jason N. Kestecher SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036-6522 Telephone: (212) 735-3000 Fax: (212) 735-2000 -- and -- James J. Mazza, Jr. Justin M. Winerman 155 North Wacker Drive Chicago, Illinois 60606-1720 Telephone: (312) 407-0700 Fax: (312) 407-0411 About Trident Holding Trident -- http://www.tridentusahealth.com/-- is a national provider of bedside diagnostic and related services in the United States, with operations in more than 35 states serving more than 12,000 post -acute care, assisted living facilities, and correctional facilities. It provides a high volume of services including X-ray, ultrasound, laboratory, cardiac monitoring, vascular access services, on-site nurse practitioner-based primary care and more. Trident employs approximately 5,600 people. Trident Holding Company, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10384) on Feb. 10, 2019. The Debtors disclosed $584 million in assets and $867 million in liabilities as of as of Dec. 31, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and Togut, Segal & Segal LLP as their legal counsel; PJT Partners LP as investment banker and financial advisor; Ankura Consulting Group, LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC, as claims and noticing agent and administrative advisor. On Feb. 20, 2019, five entities were named to compose the official committee of unsecured creditors in the Debtors' cases. The Committee tapped Kirkland Townsend & Stockton LLP as counsel. TRIUMPH ENERGY: Plan Payments to be Funded by Continued Operations ------------------------------------------------------------------ Triumph Energy I, LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a Chapter 11 plan of reorganization. The Plan provides for payment of allowed administrative, priority, secured, and unsecured claims. Allowed Unsecured Claims total about $2,411,658.12 and the Debtor proposes to pay this class of creditors 100% of their allowed claims. Southern Oil & Gas, LLC is owed $1,969,408.00 which is secured by a UCC-1 Financing Statement on the assets of the Debtor. Southern Oil has accorded to subordinate its lien to Post-Petition Lender upon closing of the post-petition term loan. The Debtor will make the payments under the Plan with the revenue generated by continuing its operations. A full-text copy of the Disclosure Statement is available at: https://tinyurl.com/y6dfblob from PacerMonitor.com. The Debtor is represented by Kevin B. Paysinger and William B. McDaniel of Lansing Roy, P.A. About Triumph Energy I Triumph Energy I, LLC, offers exploration and production of oil and gas. It was incorporated in 2010 and is based in Jacksonville, Florida. Triumph Energy I sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04388) on December 18, 2018. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of $1,000,001 to $10 million. The case has been assigned to Judge Jerry A. Funk. The Debtor tapped Lansing Roy, PA as its legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's Chapter 11 case. TROY LANGSTON ENTERPRISES: Car Dealer Seeks Court Nod to Use Cash ----------------------------------------------------------------- Troy Langston Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to use cash collateral in order to continue operating its business. The Debtor says the value of the collateral securing the Debtor’s obligations to City Auto Finance, AFC and Carbucks sufficiently secures the debts as follows: $200,000 to City Auto Finance; $83,404 to AFC, and $100,000 to Carbucks. A copy of the Motion is available for free at http://bankrupt.com/misc/Troy_Langston_10_Cash_MO.pdf About Troy Langston Enterprises Troy Langston Enterprises, LLC, is engaged in car dealership and does business in Alabaster, Alabama. The Company currently has open floor plans with City Auto Finance, AFC and Carbucks. The Debtor sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-03797) on Sept. 17, 2019 in Alabama. Stephen H. Jones, Esq., represents the Debtor. VERITY HEALTH: California Objects to Disclosure Statement --------------------------------------------------------- Debtors St. Francis Medical Center (St. Francis Medical Center), St. Vincent Medical Center (St. Vincent Medical Center), and Seton Medical Center (Seton Medical Center) (collectively, Debtors) owe millions of pre-petition Hospital Quality Assurance Fees (HQA Fees). Creditor California Department of Health Care Services (Department), through recoupment, is withholding Medi-Cal payments intended for Debtors to offset the HQA Fee debt liabilities. Despite the HQA Fee liabilities and the Medi-Cal overpayments, the Motion for an Order Approving Proposed Disclosure Statement, proposed Disclosure Statement, and proposed Plan of Liquidation, neither disclose nor address such debt liabilities and the Department's recovery thereof, which may affect other creditors and should be fully disclosed, California Department of Health Care Services asserts. As such, they cannot be approved unless revised or amended accordingly. The Department points out that the motion, disclosure statement, and plan fail to disclose and address the Department's right to recover the HQA fee debt, which may affect other creditors. The Department further points out that based upon case law and California statute, the Department can recover the unpaid HQA Fees from Medi-Cal payments intended for Debtors and the Buyer through successor joint and several liability, in re Gardens Regional Hospital and Medical Center, Inc., 569 B.R. at 796-797. Accordingly, the Department has recouped the HQA Fee debt by offsetting any HQA Fee liabilities incurred by Debtors against any Medi-Cal payments intended for them. The Department complains that the proposed statement and plan fail to address the Department's right to recover debtors' medi-cal overpayments. The Department asserts that the withholding of Medi-Cal payments as recoupment and the allocation of $70 million to be maintained in a trust account may affect the recovery of other creditors and should be fully disclosed in the Motion and Plan. To the extent that the Department's recovery of the Medi-Cal overpayments affects the recovery of other creditors, the Motion, proposed Disclosure Statement, and Plan should be revised or amended accordingly. About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles oversees the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The official committee of unsecured creditors formed in the case retained Milbank, Tweed, Hadley & McCloy LLP as counsel. VERITY HEALTH: U.S. Government Objects to Disclosure Statement -------------------------------------------------------------- The United States, on behalf of the U.S. Department of Health and Human Services ("HHS") and the Centers for Medicare and Medicaid Services ("CMS") (collectively, "HHS"), files its Objection to Verity Health System's Disclosure Statement Describing its Chapter 11 Plan Of Liquidation. United States points out that the Disclosure Statement cannot be approved because it fails to provide adequate information concerning matters that are important to HHS and the Debtors' creditors in their evaluation of whether to vote for or against the Plan. United States further points out that the issues surrounding the Medicare Provider Agreements transfer dispute must be set forth with enough specificity to enable a reasonable investor to make an informed judgment regarding related assumptions, if any, contained in the Plan. United States complains that the Disclosure Statement fails to not only include any mention of the HHS Claims or that HHS is a creditor in this case, but it also fails to include the secured nature of the HHS Claims to the extent of its setoff claims, although HHS is hopeful that it will be able to resolve the HHS Claims through resolution of the Medicare Provider Agreements transfer issue, the Disclosure Statement should make creditors aware of the HHS Claims as secured claims as of the Petition Date. About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles oversees the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The official committee of unsecured creditors formed in the case retained Milbank, Tweed, Hadley & McCloy LLP as counsel. VIDEOTRON LTEE: Moody's Rates New C$400MM Sr. Unsec. Notes Ba1 -------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Videotron Ltee's proposed C$400 million senior unsecured notes due in 2030. Videotron is a wholly-owned operating subsidiary of Quebecor Media, Inc. The Ba1 ratings on Videotron's existing senior unsecured notes as well as QMI's Ba1 corporate family rating, Ba1-PD probability of default rating, Ba2 ratings on its senior unsecured notes, SGL-3 speculative grade liquidity rating, and stable outlook remain unchanged. The notes have the potential to be upsized and Videotron plans to use the net proceeds to repay drawing under its revolving credit facility. Rating Assigned: Issuer: Videotron Ltee C$400 million Senior Unsecured Notes due 2030, Ba1 (LGD3) RATINGS RATIONALE QMI's Ba1 CFR benefits from: (1) strong business profile with a growing wireless broadband connectivity operation; (2) technology and demographic trends which support moderate growth and healthy margins (adjusted EBITDA margin above 40%); (3) generally supportive regulatory environment; (4) existence of rational oligopolistic competition; and (5) expectations that leverage (adjusted Debt/EBITDA) will be sustained around 3.5x in the next 12 to 18 months (was 3.2x for LTM Q2/2019). However, the company is constrained by: (1) ongoing market share losses in its fixed-line operations; (2) potential for substantial capital spending for wireless and fixed-line network infrastructure and wireless spectrum over the next several years; (3) limited geographic diversity given a primarily Quebec-based footprint; and (4) event risk stemming from its aspiration to acquire a National Hockey League team. QMI's governance risk is elevated. Management has long articulated a desire to acquire an NHL team to both be the lead tenant in its sponsored Quebec City arena, and to augment its television content portfolio. Were that to happen, the acquisition cost will be significant and would elevate leverage. However, this expectation is mitigated by the fact that the company's dividend policy is conservative, which does not limit its financial flexibility relative to some of its peers. QMI's has adequate liquidity. Sources exceed C$1.2 billion while the company and its operating subsidiary have no mandatory debt maturities in the next four quarters. Liquidity is supported by revolver availability in excess of C$1.1 billion after the transaction closes, expected free cash flow of C$125 million in the next four quarters and cash of C$17 million at June 30, 2019. Moody's considers a portion of the company's liquidity as dry powder for spectrum purchases in 2020. Videotron has a C$1.5 billion revolving credit facility that matures in July 2023 (about C$830 million available when the transaction closes) while QMI has a C$300 million revolving credit facility that matures in July 2022 (fully available). Financial covenants for the revolving credit facilities are not publicly disclosed but are not expected to be problematic over the next four quarters (over 30% cushion). QMI has limited ability to generate liquidity from asset sales. The stable outlook reflects expectations that the company will maintain at least adequate liquidity while it will continue to strengthen its business profile and sustain leverage around 3.5x through the next 12 to 18 months. For an upgrade to Baa3 to be considered, the company must: (1) indicate a public commitment to maintain an investment grade profile; (2) maintain strong liquidity; (3) grow wireless operations so that they contribute more than 25% of consolidated EBITDA (currently around 15%) while fixed-line market share losses stabilize; and (4) sustain Debt/EBITDA below 3.25x (was 3.5x at LTM Q2/2019) and FCF/TD towards 10% (was 11% at LTM Q2/2019). The company could be downgraded to Ba2 if execution falters with minimal wireless growth and accelerating fixed-line challenge or if Debt/EBITDA is sustained above 3.75x (was 3.5x at LTM Q2/2019) and FCF/TD below 5% (was 11% at LTM Q2/2019). The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Quebecor Media, Inc. is a holding company whose primary operations involve fixed-line and wireless telecommunications conducted by its wholly-owned operating subsidiary, Videotron Ltee, with secondary operations involving newspaper publishing, television broadcasting, music production and distribution, sports, and entertainment. QMI is a wholly-owned subsidiary of Quebecor Inc. (QI), a publicly traded holding company. QI, QMI and Videotron are all based in Montreal, Quebec, Canada. VIDEOTRON LTEE: S&P Rates C$400MM Senior Unsecured Notes 'BB+' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating (the same as the 'BB+' issuer credit rating) and '3' recovery rating to Videotron Ltee.'s proposed issuance of C$400 million senior unsecured notes due 2030. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in default. The company is a wholly owned subsidiary of Quebecor Media Inc. (QMI). Videotron intends to use the proceeds to repay borrowings under its revolver. S&P said, "At the same time, we raised our issue-level rating on QMI's secured debt to 'BB+' from 'BB' and revised our recovery rating on the debt to '4' from '5', reflecting the repayment on the term loan B in July 2019. The term loan repayment leads to additional collateral available for the existing revolver, leading to a higher recovery." "Our view of QMI's business risk profile is supported by the company's solid position as the leading cable and media services provider in Quebec. The company's mature subscription-based cable and wireless operations (branded as Videotron; about 96% of overall reported EBITDA) serves about six million revenue generating units as of June 30, 2019, when including about 430,000 over-the-top video subscriptions. Our ratings on QMI reflect our expectation that the company's adjusted debt-to-EBITDA will remain close to 3x." Issue Ratings--Recovery Analysis Key analytical factors -- S&P raised the issue-level rating and revised the recovery rating on QMI's secured debt to reflect the repayment of term loan B. -- The issue-level and recovery ratings on Videotron's and QMI's unsecured debt are unchanged. -- QMI's (the holding-company) secured debt is secured by the equity interests in its operating subsidiaries (Videotron and 68.4%-owned TVA Group Inc.) and other holding company-level assets. Hence, QMI is structurally subordinate to subsidiary-level creditors. -- The current and future secured debt held by QMI's operating subsidiaries have the highest priority over their respective assets, followed by the unsecured debt held by each subsidiary. There are no cross-company guarantees among the operating subsidiaries' debt or guarantees from QMI. -- S&P's simulated default scenario incorporates the assumption that QMI will default in 2024, following deterioration in the financial performance of Videotron--by far the largest contributor to QMI's cash flow. In this highly distressed scenario, S&P assumes a combination of the following factors leads to a payment default at QMI: declining basic cable subscribers due to increased cord shaving, increased price competition, and increased sales and marketing expenses associated with the deployment of wireless and other new services. -- S&P assumes the company would be reorganized or be sold as a going concern as opposed to being liquidated based on its viable business model and leading market share position in the Quebec telecom market. -- Since the debt at Videotron has first priority, the enterprise value is first shared by Videotron debtholders. As a result, S&P estimates that senior unsecured notes for Videotron could expect meaningful recovery (50%-70%; rounded estimate: 65%), which corresponds to a '3' recovery rating and a 'BB+' issue-level rating. -- The recovery rating for Videotron's unsecured debt is capped at '3', which is consistent with S&P's recovery rating criteria for 'BB' category rated issuers. -- Since there is no value upstreamed to QMI debtholders after Videotron's debtholders are paid, a minimal amount is upstreamed to QMI's debtholders. For QMI's secured debtholders, S&P estimates modest recovery (30%-50%; rounded estimate: 40%), which corresponds to a '4' recovery rating and a 'BB+' issue-level rating (the same as the issuer credit rating [ICR]). -- Since all enterprise value has been allocated to the secured debtholders, for QMI's unsecured notes S&P expects negligible (0%-10%; rounded estimate:0%) recovery in distressed scenario, which corresponds to a '6' recovery rating and a 'BB-' issue-level rating (two notches below the ICR). Simulated default assumptions -- Simulated year of default: 2024 -- Emergence EBITDA: C$713 million -- EBITDA multiple: 6x Simplified waterfall: for Quebecor Media Inc. -- Net recovery value after administrative expenses (5%): C$4.07 billion* -- Obligor/non-obligor valuation split: 96%/4% -- Secured first-lien debt: C$309 million -- Value available for secured claim: C$138 million -- Recovery range: 30%-50% (rounded estimate: 40%) -- Estimated senior unsecured debt and pari passu deficiency claims: C$1.85 billion -- Recovery range: 0%-10% (rounded estimate: 0%) *Includes enterprise value from Videotron and TVA. Simplified waterfall: for Videotron -- Multiple: 6.0x -- Net recovery value for waterfall after administrative expenses (5%): C$3.7 billion -- Estimated priority claims: C$1.32 billion -- Remaining recovery value: C$2.58 billion -- Senior unsecured debt and pari passu claims: C$3.73 billion -- Recovery range: capped at 50%-70% (rounded estimate capped at 65%) WASATCH PEAK ACADEMY: S&P Affirms BB+ 2013A Revenue Bond Rating --------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'BB+' underlying rating on Utah Charter School Finance Authority's series 2013A charter school revenue bonds, issued for Wasatch Peak Academy (WPA). "The positive outlook reflects our view of the school's improved financial performance with positive operating margins on a full accrual basis in fiscal 2018 and 2019, which has created a trend of improved lease-adjusted maximum annual debt service coverage and increased unrestricted reserves to levels we consider solid for the rating," said S&P Global Ratings credit analyst Will McIntyre. "Though limited by its smaller enrollment base, which is currently at capacity, we expect WPA's improved operating performance to continue in fiscal 2020, based on a very healthy state funding environment and management's conservative approach to budgeting, which will likely help improve the academy's days' cash on hand to levels comparable to those of higher-rated peers." S&P assesses WPA's enterprise profile as adequate, reflecting sufficient demand with steady enrollment at capacity, good academics coupled with a solid charter standing, and a stable management team, partially offset by a declining waitlist and softened student retention. S&P assesses WPA's financial profile as adequate, with a continued trend of positive full accrual operations in fiscal 2018 and 2019, resulting in increased lease-adjusted MADS coverage, an improved liquidity position, and strengthened debt metrics, though limited by its small operating base with less than $5 million in total revenues. Combined, S&P believes these credit factors lead to an initial indicative standalone credit profile of 'bbb-'. As S&P's criteria indicate, the final rating can be within one notch of the initial indicative rating level. In its opinion, the 'BB+' rating on WPA's bonds better reflects the academy's current liquidity position, considering WPA's limited revenue base. In addition, while enrollment has remained stable at capacity, the academy's waitlist and student retention have experienced some softening." The 'AA' long-term rating and stable outlook reflect the academy's inclusion in the Utah Charter School Moral Obligation Program. This report and affirmation reflect only the underlying characteristics of the charter school and do not assess the enhancement program or the school's qualification under that program. WATAUGA RECOVERY: Purchase of Promissory Note from Renasant Denied ------------------------------------------------------------------ Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the Eastern District of Tennessee denied Watauga Recovery Centers, Inc.'s proposed (a) purchase from Renasant Bank, a creditor and party in interest in the case, of the promissory note dated June 12, 2015 made by R. David Reach and Ralph T. Reach in the original principal amount of $554,748.17, as renewed and modified by promissory note dated Jan. 28, 2017 in the original principal amount of $608,248.19 payable to Renasant Bank; and (b) assignment of the accompanying collateral documents which evidence the collateral security for the Promissory Note. The Debtor sought authorization from the Court to purchase the Promissory Note together with the accompanying collateral documents for a purchase price equal to the outstanding principal balance together with the accrued and unpaid interest and other sums due and owing thereunder as of the date of closing. About Watauga Recovery Centers Watauga Recovery Centers, Inc. -- http://wrchope.org/-- provides comprehensive healthcare services to patients suffering from addiction. It offers personalized, intentional recovery education for each patient as well as educational group sessions. Watauga Recovery has locations in Duffield, Abingdon and Wytheville, Virginia; in Fletcher, North Carolina; and in Johnson City, Morristown, Knoxville, Newport, Greeneville, and Cookeville, Tennessee. Watauga Recovery Centers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 18-51414) on Aug. 16, 2018. In the petition signed by CEO David Reach, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range. Judge Marcia Phillips Parsons oversees the case. Hunter, Smith & Davis, LLP, is the Debtor's legal counsel. WELDED CONSTRUCTION: Seeks to Extend Exclusivity Period to Dec. 16 ------------------------------------------------------------------ Welded Construction, LP and Welded Construction Michigan, LLC asked the U.S. Bankruptcy Court for the District of Delaware to further extend the period during which only the companies can file a Chapter 11 plan to Dec. 16 and the period to solicit acceptances for the plan to Feb. 18, 2020. If granted, an extension of the exclusive periods will allow the companies to finalize the terms of a chapter 11 plan, while continuing to devote the necessary resources towards preserving and maximizing the value of their estates. Since the petition date, the companies have obtained approval to enter into agreements with customers to fund ongoing construction projects and related costs, as well as to satisfy certain claims of related subcontractors. With this relief, the companies have focused a significant amount of their post-petition efforts on completing the projects, negotiating and completing hundreds of creditor claim settlements and satisfying certain related obligations, as well as resolving a number of related disputes and issues. The companies have also obtained approval for and closed the sale, retired their debtor-in-possession facility, and have worked with the creditors' committee and interested parties to determine the appropriate manner in which to wind down their Cchapter 11 cases and monetize the value of their remaining assets. About Welded Construction Perrysburg, Ohio-based Welded Construction, L.P, is a mainline pipeline construction contractor capable of executing pipeline construction projects in lengths ranging from a few hundred feet to over 200 miles. Welded Construction, L.P., and Welded Construction Michigan, LLC, sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12378). The jointly administered cases are pending before Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also tapped Zolfo Cooper Management, LLC and the firm's managing director Frank Pometti who will serve as their chief restructuring officer. An official committee of unsecured creditors was appointed on Oct. 30, 2018. WHEATON MEDICAL: Has Court Permission to Use Cash Collateral ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois approves the motion filed by Wheaton Medical SC to use cash collateral to pay post-petition expenses for the period from Sept. 18, 2019 through Oct. 25, 2019, as set forth in the Court-approved budget. As adequate protection: (a) the Debtor will maintain and pay insurance premiums on the collateral; (b) the Secured Creditors are granted replacement liens to the extent of their prepetition liens; and (c) the Debtor will continue to pay $5,000 to AKF Inc., d/b/a Fundkite; and $2,500 to Everest Business Funding. Without prejudice to Huntington National Bank's rights to adequate protection for its lien or set-off rights, the Debtor will (i) when possible, transfer the majority of its funds in the checking account to a DIP account with an authorized financial institution (leaving a mutually agreed balance in the account to cover 130% of all issued and outstanding checks; and (ii) inform Huntington National of any unclear checks. A hearing on the Motion is set for Oct. 22, 2019 at 10:30 a.m. Objections must be filed by 10:30 p.m. on Oct. 15. About Wheaton Medical Wheaton Medical, S.C., is a medical group offering non-surgical, non-invasive treatment for chronic and severe back pain. Wheaton Medical sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-17922) on June 24, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Donald R. Cassling. Lynch Law Offices, P.C., is the Debtor's bankruptcy counsel. WINE VALLEY: Seeks to Use Cash of American Express Nat'l Bank ------------------------------------------------------------- After some discussions between the counsels of The Wine Valley and American Express National Bank, Debtor Wine Valley says American Express National Bank agrees to the Debtor's use of cash collateral. The Debtor now seeks permission from the U.S. Bankruptcy Court for the Southern District of West Virginia to use cash collateral. As adequate protection, the Debtor proposes to pay American Express National Bank $2,000 monthly, and to grant it a postpetition replacement lien on the Debtor's cash collateral. About The Wine Valley The Wine Valley, LLC, owns and operates a restaurant/bar business. The Company employs some 20 – 25 persons and generates approximately $114,133 gross revenue monthly. It filed a Chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 19-20218) on May 23, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell & Riffee. WITCHEY ENTERPRISES Protective Insurance Objects to Disclosures --------------------------------------------------------------- Protective Insurance Company submits this objection to the Disclosure Statement for Small Business under Chapter 11, filed by Witchey Enterprises, Inc. Protective Insurance points out that the disclosure statement cannot be approved if contains material misstatements, less than complete disclosures, or omissions. Protective Insurance asserts that the Debtor’s Disclosure Statement does not contain adequate information, much less any necessary information, to allow creditors to make an informed voting decision on the Plan. According to Protective Insurance, both the Plan and the Disclosure Statement fail to provide any relevant financial information that would allow creditors to determine whether the Plan is feasible. Protective Insurance complains that the Debtor’s Plan violates the absolute priority rule, and therefore, cannot be confirmed. Counsel for Protective Insurance Company: Meredith R. Theisen, Esq. RUBIN & LEVIN, P.C. 135 N. Pennsylvania Street, Suite 1400 Indianapolis, IN 46204 Telephone: (317) 634-0300 Facsimile: (317) 263-9411 Email: mtheisen@rubin-levin.net About Witchey Enterprises Based in Wilkes-Barre, Pennsylvania, Witchey Enterprises, Inc., a provider of courier and express delivery services, filed a Chapter 11 Petition (Bankr. M.D. Pa. Case No. 19-00645) on February 14, 2019. The case is assigned to Hon. Robert N. Opel II. The Debtor's counsel is Andrew Joseph Katsock, III, Esq., in Wilkes Barre, Pennsylvania. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. WITCHEY ENTERPRISES: Paultin Objects to Disclosure Statement ------------------------------------------------------------ Paultin, Inc., objects to the Witchey Enterprises, Inc.'s Disclosure Statement. Paultin points out that the Disclosure Statement suffers from multiple defects and deficiencies. Paultin complains that the Debtor’s Disclosure Statement does not contain adequate information, the Court should not approve it for dissemination to creditors and other interested parties. Paultin asserts that the Debtor fails to adequately set forth the present condition of the Debtor or provide any financial statements (Section II.H.). According to Paultin, there is no identification of administrative expenses (Section III.B.1.). Paultin points out that the Debtor does not provide any details relating to the “Source of Payment” for implementing the Plan (Section III.D.1.). Attorney for Paultin: MARK J. CONWAY CONWAY LAW OFFICES, P.C. 502 S. Blakely Street Dunmore, PA 18512 Phone: (570) 343-5350 Fax: (570) 343-5377 About Witchey Enterprises Based in Wilkes-Barre, Pennsylvania, Witchey Enterprises, Inc., a provider of courier and express delivery services, filed a Chapter 11 Petition (Bankr. M.D. Pa. Case No. 19-00645) on February 14, 2019. The case is assigned to Hon. Robert N. Opel II. The Debtor's counsel is Andrew Joseph Katsock, III, Esq., in Wilkes-Barre, Pennsylvania. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. XPLORNET COMMUNICATIONS: S&P Alters Outlook to Negative ------------------------------------------------------- S&P Global Ratings revised its outlook on Xplornet Communications Inc. to negative from stable and affirmed its 'B-' issuer credit rating on the company. In addition, S&P revised its liquidity assessment on the company to less than adequate from adequate. S&P said, "We project Xplornet's 2019 EBITDA (S&P Global Ratings' adjusted) to be higher than 2018 at about C$230 million-C$240 million, but still lower than our previous expectations. An anomaly in the company's new satellite, Viasat-2, has limited new customer loading, pressuring subscriber and top-line growth. At the same time, underperformance in gaining new fixed wireless customers and losing legacy broadband customers has pressured net subscriber additions. We forecast Xplornet will continue to add new customers through 2019, but at a slower pace than expected, resulting in lower revenue and EBITDA, albeit higher than 2018 levels. Based on weaker performance, we now expect the company's adjusted debt-to-EBITDA to be about 7.5x for the next 12 months." The negative outlook on Xplornet reflects S&P's view there is a higher risk that, in spite of EBITDA growth, the company's debt to EBITDA does not show any improvement. The outlook also reflects the potential for a liquidity shortfall ahead of the September 2021 revolver and term loan B maturity, if EBITDA growth is weaker than expected due to lower-than-expected subscriber additions. S&P said, "We could lower the ratings in the next six months if Xplornet's cash flow performance is lower than our moderate growth expectations leading to an unsustainable capital structure or weaker liquidity. This could materialize if there is slower subscriber growth leading to operational underperformance and weakening coverage metrics. Difficulty in accessing capital markets to either finance liquidity shortfalls or refinance upcoming maturities could also pressure the ratings." "We could stabilize the ratings if cash flow performance improves substantially such that EBITDA to fixed charges improves above 1x and debt-to-EBITDA approaches 6x. The stable outlook would also be contingent on Xplornet refinancing its revolver and term loan within the next 12 months while demonstrating prudent capex spending and a sound liquidity buffer." ZAKINTOS & PLATANOS: NYCB Objects to Disclosure Statement --------------------------------------------------------- NEW YORK COMMUNITY BANK submits objections to the Disclosure Statement of Zakintos & Platanos Cab Corp. NYCB asserts that the Debtor does not disclose the source of the $50,000, the exact timing of the payment of the $50,000, the names of the "family members" who are contributing the $50,000 and amounts they are contributing individually, or the source of any such funds, or the actual timing of any such payment. NYCB points out that the Debtor’s liquidation analysis is not correct and does not provide the necessary information to creditors, the Trustee and this Court. NYCB complains that the disclosure statement is incomplete and does not permit creditors, the Court and the trustee to determine whether this is a legitimate and viable plan of reorganization for these reasons. Counsel to Mega Funding Corp. and NYCB: Deborah B. Koplovitz, Esq. ANDERSON KILL, P.C. 1251 Avenue of the Americas New York, New York 10020 Tel: 212-278-1000 Fax: 212-278-1733 About Zakintos & Platanos Cab Corp. Zakintos & Platanos Cab, Corp., a privately held company in the taxi and limousine service industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-40195) on January 10, 2019. At the time of the filing, the Debtor disclosed $400,138 in assets and $3,342,022 in liabilities. The case has been assigned to Judge Carla E. Craig. The Debtor tapped the Law Offices of Alla Kachan, P.C. as its legal counsel. [^] BOOK REVIEW: Mentor X ------------------------- Mentor X The Life-Changing Power of Extraordinary Mentors Author: Stephanie Wickouski Publisher: Beard Books Hard cover: 156 pages ISBN: 978-1-58798-700-7 List Price: $24.75 Long-time bankruptcy lawyer Stephanie Wickouski at Bryan Cave Leighton Paisner impressively tackles a soft problem of modern professionals in an era of hard data and scientific intervention in her third published book entitled Mentor X. In an age where employee productivity is measured by artificial intelligence and resumes are pre-screened by computers, Stephanie Wickouski adds spirit and humanity to the professional journey. The title is disarmingly deceptive and book browsers could be excused for assuming this work is just another in a long line of homogeneous efforts on mentorship. Don't be fooled; Mentor X is practical, articulate and lively. Most refreshingly, the book acknowledges the most important element of human development: our intuition. Mrs. Wickouski starts by describing what a mentor is and distinguishes that role from a teacher, coach, role model, buddy, or boss. Younger professionals may be skeptical of the need for a mentor, but Mrs. Wickouski deftly disabuses that notion by relating how a mentor may do nothing less than change the course of a protege's life. Newbies to this genre need little convincing afterwards. One of the book's worthiest contributions is a definition of mentor that will surprise most readers. Mentors are not teachers, the latter of which impart practical knowledge. Instead, according to Mrs. Wickouski, her mentors "showed me secrets that I could learn nowhere else. They showed me how doors are opened. They showed me how to be an agent of change and advance innovative and controversial ideas." What ambitious professional doesn't want more of that in their life? The practicality of the book continues as Mrs. Wickouski outlines the qualities to look for in a mentor and classifies the various types of mentors, including bold mentors, charismatic mentors, cold and distant mentors, dissolute mentors, personally bonded mentors, younger mentors, and unexpected mentors. Mentor X includes charts and workbooks which aid the reader in getting the most out of a mentor relationship. In a later chapter, Mrs. Wickouski provides an enormously helpful suggestion about adopting a mentor: keep an open mind. Often, mentors will come in packages that differ from our expectations. They may be outside of our profession, younger, less educated, etc. . . but the world works in mysterious ways and Mrs Wickouski encourages readers to think about mentors broadly. In this modern era of heightened workplace ethics, Mrs. Wickouski articulates the dark side of mentors. She warns about "dementors" and "tormentors" -- false mentors providing dubious and sometimes self destructive advice, and those who abuse a mentor relationship to further self-interested, malign ends, respectively. She describes other mentor dysfunctions, namely boundary-crossing, rivalry, corruption, and a few others. When a mentor manifests such behaviors, Mrs. Wickouski counsels it's time to end the relationship. Mrs. Wickouski tells readers how to discern when the mentor relationship is changing and when it is effectively over. Those changes can be precipitated by romantic boundaries crossed, emergence of rivalrous sentiment, or encouragement of unethical behavior or corruption. Mrs. Wickouski aptly notes that once insidious energies emerge, the mentorship is effectively over. At this point, certain readers may say to themselves, "Okay, I've got it. Now I can move on." Or, "My workplace has a formal mentorship program. I don't need this book anymore." Or even, "Can't modern technology handle my mentor needs, a Tinder of mentorship, so to speak?" Mrs. Wickouski refutes that notion. She analyzes how many mentoring programs miss the mark. In one of the best passages in the book, Mrs. Wickouski writes, "Assigning or brokering mentors negates the most critical components of a true mentor–protege relationship: the individual process of self-awareness which leads a person to recognize another individual who will give the advice singularly needed. That very process is undermined by having a mentor assigned or by going to a mentoring party." She does not just criticize; she offers a solution with three valuable tips for choosing the right mentor and five qualities to ascertain a true mentor in the unlimited sea of possibilities. Next, Mrs. Wickouski distinguishes between good advice and bad advice. She punctuates that discussion with many relevant and relatable examples that are easy to read and colorfully enjoyable. This section includes interviews with proteges who have had successful mentorships. The punchline: in the best mentorships, the parties harmoniously share personal beliefs and values. Also important, the protege draws inspiration and motivation from the mentor. The book winds down as usefully as it started: Mrs. Wickouski interviews proteges, asking them what they would have done differently with their mentors if they could turn back the clock. A common thread seems to be that the proteges would have gone deeper with their mentors -- they would have asked more questions, spent more time, delved into their mentors' thinking in greater depth. The book wraps up lightly by sharing useful and practical suggestions for maintenance of the mentor relationship. She answers questions such as, "Do I invite my mentor to my wedding?" and "Who pays for lunch?" Mentor X is an enjoyable read and a useful book for any professional in any industry at, frankly, any point in time. Advanced individuals will learn much from the other side, i.e., how to be more effective mentors. Mrs. Wickouski does a wonderful job of encouraging use of that all-knowing aspect of human existence which never fails us: proper use of our intuition. Stephanie Wickouski is widely regarded as an innovator and strategic advisor. A nationally recognized lawyer, she has been named as one of the 12 Outstanding Restructuring Lawyers in the US by Turnarounds & Workouts and as one of US News' Best Lawyers in America. She is the author of two other books: Indenture Trustee Bankruptcy Powers & Duties, an essential guide to the legal role of the bond trustee, and Bankruptcy Crimes, an authoritative resource on bankruptcy fraud. She also writes the Corporate Restructuring blog. This book may be ordered by calling 888-563-4573 or by visiting www.beardbooks.com or through your favorite Internet or local bookseller. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***