/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191028.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 28, 2019, Vol. 23, No. 300 Headlines 01 BH PARTNERSHIP: Seeks Court Approval to Hire Northstar Appraisal 1934 BEDFORD: Seeks to Hire Wayne Greenwald as Legal Counsel 305 EAST 61ST: Court Directs Appointment of Chapter 11 Trustee 360 MORTGAGE: $94K Sale of Mountain Trail Property to Remax Okayed 3600 ASHE: Jan. 14, 2020 Plan Confirmation Hearing Set 4700 SOUTH ASHLAND: Case Summary & 6 Unsecured Creditors AIRNET TECHNOLOGY: Conor Yang Resigns as Independent Director AIRNET TECHNOLOGY: Dan Shao Has 18.4% Stake as of Oct. 23 ALL FAMILY FINANCE: Committee Hires Lamberth Cifelli as Counsel ALTA MESA: Committee Says WF Should Provide Enough Liquidity ALTA MESA: Seeks Court Approval to Hire KPMG ALTA MESA: Seeks to Hire Foley & Lardner as Conflicts Counsel ALTA MESA: Seeks to Hire Latham & Watkins as Legal Counsel ALTA MESA: Seeks to Hire Perella Weinberg as Investment Banker ALTA MESA: Seeks to Hire Porter Hedges as Co-Counsel ALTA MESA: Seeks to Hire Robbins Russell as Conflicts Counsel AMERICAN DIAMOND: Taps Jordan Becker as Special Litigation Counsel AMERICAN ENERGY: Moody's Raises CFR to Caa1, Outlook Stable ARADIGM CORPORATION: Seeks to Extend Exclusivity Period to Feb. 14 ARNOLD KATZ: $250K Sale of 1% Interest in Altman to Dubrow Approved B SQUARE BURGER: Trustee Seeks to Hire Nelson Mullins as Counsel B SQUARE BURGER: Trustee Taps Yip Associates as Financial Advisor BAGELS N' CREAM: Hires Anthony D. Nini, CPA as Accountant BAGELS N' CREAM: Seeks to Hire Scott E. Kaplan as Attorney BANNER MATTRESS: Court OKs Appointment of L. Bui as Ch. 11 Trustee BARNEYS NEW YORK: Auction Cancelled; To Pursue Sale to ABG/B. Riley BAY CLUB OF NAPLES: Case Summary & 19 Unsecured Creditors BLUE DOG: Seyfarth Wants Close Scrutiny to Insider Funding BLUE EAGLE FARMING: Has Until Nov. 15 to Solicit Plan Acceptances BROOKFIELD SQUARE: Seeks to Hire Wargo & French as Legal Counsel C & F STURM: Seeks to Hire Havkin & Shrago as Counsel CAH ACQUISITION 6: Sale Proceeds to Fund Liquidating Plan CAMBRIAN HOLDING: Exclusivity Period Extended Until Feb. 14 CAPITAL RESTAURANT: Seeks to Hire Rountree Leitman as Legal Counsel CARROUSEL THERAPY: Case Summary & 11 Unsecured Creditors CEDAR HAVEN: Seeks to Extend Exclusivity Period to Feb. 28 CLOUD PEAK: Sale of Substantially All Assets to NTEC Closed COLLEGE OF NEW ROCHELLE: RBS Citizens Wants Right to Credit Bid COOL HOLDINGS: Holders Convert $9.6 Million Debt Into Equity COTTAGE CAR: Postpones Disclosure Statement, Cash Hearing CREATIVE GLOBAL: Unsecured Claims to Get 50% Equity in Plan D&M CAPITAL: Given Until Jan. 23 to Exclusively File Plan DASEKE COMPANIES: Moody's Lowers CFR to B2, Outlook Negative DATTA MANGLAM: Given Until Oct. 31 to Exclusively File Plan DIJA HOLDINGS: Plan Outline Hearing Set for Nov. 26 DONNA J. NEELY: Court Narrows Beneficiaries' Claims DOYLESTOWN HOSPITAL: Moody's Rates Proposed 2019A/B Bonds 'Ba1' EAST END BUS: Exclusivity Period Extended Until Oct. 31 EL CANO DEVELOPMENT: Plan Outline Hearing Continued to Dec. 18 ELAS LLC: Debtor Believes that there is no Unsecured Claims ELK PETROLEUM: Exclusivity Period Extended Until Dec. 18 EMPREQUEKAS LLC: Case Summary & 20 Largest Unsecured Creditors EPIC COMPANIES: Committee Seeks to Hire Munsch Hardt as Counsel FAIRGROUNDS PROPERTIES: Unsecured Priority to Be Paid for 5 Years FCPR ACQUISITION: $22,000 Financing from Skaff Approved FIRST EAGLE: Moody's Affirms 'Ba1' CFR, Outlook Stable GATEWAY BUICK: $75K Sale of Dealership Personal Property Approved GENOCEA BIOSCIENCES: Incurs $7.5-Mil. Net Loss in Third Quarter GEORGE WASHINGTON: Seeks Approval of $4.4M Financing from NYRC GNC HOLDINGS: Reports Third Quarter 2019 Results GOODRX INC: Moody's Affirms 'B2' CFR, Outlook Stable GRAND CANYON RANCH: Garman Turner Bid to Dismiss FCI Appeal Tossed GRCDALLASHOMES LLC: Bryan Wing Objects to Disclosure Statement GREGORY TE VELDE: Trustee's A&M Auction of Surplus Cattle Approved HAMILTONS 549: Nov. 14 Disclosure Statement Hearing Set HCB ENTERPRISES: Unsecureds get $2,500 Plus Litigation Proceds HENLEY PROPERTIES: Wellesleys Buying Pineville Property for $27K HENRY ANESTHESIA: Court Declines to Appoint Ombudsman HERZ HERZ & REICHLE: Committee Amends Bid to Appoint Trustee HIGHLAND SALONS: Unsecureds get Full Payment on Sale of Office Bldg HTUSA CAR: Seeks to Hire Robl Law Group as Legal Counsel INTERRA INNOVATION: Seeks to Hire Ruberto Israel as Legal Counsel IPIC-GOLD CLASS: Landlords Object to Sale of All Assets ITS INVESTING: Case Summary & 7 Unsecured Creditors J & K LOGGING: Seeks to Hire Lane Law as Legal Counsel JOHN B. TALLENT: Case Summary & 5 Unsecured Creditors JPM REALTY: Exclusivity Period Extended Until Dec. 14 KATY INDUSTRIES: Committee's Suit v. Victory Park Revived KHRL GROUP: TransPecos Says Garcias' Plan Patently Unconfirmable KIM FUNDING: Sent to Chapter 7 Bankruptcy; Nov. 13 Hearing Set KIP AND ANDREA: Court Rules on Lender Row over Equipment KP ENGINEERING: Committee Seeks to Hire Foley Gardere as Counsel KP ENGINEERING: Committee Taps A&M as Financial Advisor KP ENGINEERING: Targa Pipeline Seeks Court to Deny DIP Financing KUM GANG: Case Summary & 7 Unsecured Creditors LAKESHORE FARMS: Unsecureds to Get 21% in 7 Years LEGACY RESERVES: Says Creditors Committee Trying to Delay Hearing LOUISA COMMUNITY: In Receivership; Kentucky Farmers Takes Deposits MABVAX THERAPEUTICS: Suit vs Hong et al. Remanded to State Court MARINE BUILDERS: Seeks to Hire MCM CPAs as Accountant MARINE BUILDERS: Seeks to Hire Ritchie Bros. as Auctioneer MIDWEST BIOMEDICAL: Unsecureds Will be Paid 20% in 5 Years MR. TORTILLA: To Seek Plan Confirmation on Dec. 5 MWM OIL: Liquidation to Determine Payout to Creditors NELSON-WADE MANAGEMENT: Seeks More Time to File Bankruptcy Plan NEW PHOENIX: Case Summary & 20 Largest Unsecured Creditors NSM TOP: Moody's Assigns B2 Corp. Family Rating, Outlook Stable OAKLEY GRADING: Hughes Co. Says Plan Unconfirmable OAKLEY GRADING: Jamie Hughes Objects to Disclosure Statement PALM HEALTHCARE: Selling Interloc's Delray Beach Property for $7M PARK MONROE: Property Sale to Fund Chapter 11 Plan PES HOLDINGS: Sets Jan. 10, 2020 Deadline for Offers PICK-YOUR-OWN: Hires DiFranco as Counsel in Insurance Suit PINE CREEK MEDICAL: Husch Blackwell Approved as Chapter 11 Counsel PINE CREEK MEDICAL: PCO Not Necessary, Court Rules PINNACLE GROUP: Exclusivity Period Extended Until Nov. 15 PIXIUS COMMUNICATIONS: Klenda Austerman Okayed as Ch.11 Counsel PROGRESSIVE PLUMBING: Florida Judge Rules on K&K Contract Row PURDUE PHARMA: S&L, Morgan Update List of Class Claimants RANCHER'S LEGACY: Committee Taps Bassford Remele as Co-Counsel RANCHER'S LEGACY: Committee Taps Pachulski Stang as Counsel RCG RESOLUTION: Voluntary Chapter 11 Case Summary RDFORD PROPERTIES: Seeks to Hire Abbasi Law as Legal Counsel RESOLUTE BANK: In Receivership; Buckeye Assumes All Deposits RG STEEL: Renco Bid to Vacate Arbitrator's Final Award Tossed RIVERBEND ENVIRONMENTAL: Voluntary Chapter 11 Case Summary ROCKIES REGION: Bankr. Court Confirms Amended Joint Chapter 11 Plan RUBY’S DINER: Plan Disclosures Hearing Continued to Nov. 22 SAMSON RESOURCES: Order Disallowing Calvin Williams Claim Upheld SANCHEZ ENERGY: Committee Taps FTI Consulting as Financial Advisor SANCHEZ ENERGY: Committee Taps Jefferies as Investment Banker SARACEN DEVELOPMENT: Moody's Assigns B3 CFR, Outlook Stable SARAH ZONE: Seeks to Extend Exclusivity Period to Dec. 15 SEARS HOLDINGS: Court Confirms Second Amended Chapter 11 Plan SENIOR CARE: Cedar Park Wants Harden Removed as Protected Party SENIOR CARE: Convenience Claimants to Split $500K SERVICE PAINTING: Pension Fund Says Plan Violates Priority Scheme SERVICEMASTER COMPANY: Moody's Affirms Ba3 CFR, Outlook Stable SHOE SHIELDS: Court Conditionally Approves Disclosure Statement SIMBECK INC: $1.5M Factoring Agreement Has Interim Approval SOUTHCROSS ENERGY: Targeting December Confirmation of Plan SPORTCO HOLDINGS: UST Opposes Plan's Exculpation Provisions SPRINGFIELD MEDICAL: Seeks to Hire Berry Dunn as Accountant ST. JOHN PENTECOSTAL: Exclusivity Period Extended Until Jan. 17 ST. JUDE NURSING: PCO Files Report on Voluntary Closure STANDARD RUBBER: Hires BDO USA for Tax Services STATUE OF LIBERTY HARBOR: Voluntary Chapter 11 Case Summary STONE OAK MEMORY: U.S. Trustee Appoints S. Goodman as PCO SUGARFINA INC: Taps FisherBroyles as Special Counsel SUMMIT VIEW: Case Summary & 11 Unsecured Creditors TEMPLE - 2358: Dominion Financial Objects to Disclosure Statement TETON BUILDINGS: Proposes Nov. 26 Auction for All Assets THG HOLDINGS: Less Than 1% for Unsecureds in Plan THOMAS BOHLMANN: Selling Pacific Palisades Property for $3.4M THOMAS HUDSON: Nouveau Buying Jacksonville Property for $1.85M TIMS 8 MILE: Case Summary & Largest Unsecured Creditors TIRAMISU RESTAURANT: To Present Plan for Confirmation Dec. 4 TRIUMPH ENERGY: Exclusivity Period Extended Until Jan. 13 TYCORP LAND: Seeks to Hire Bruce R. Babcock as Legal Counsel UBIOME INC: Committee Hires Province Inc. as Financial Advisor UBIOME INC: Committee Seeks to Hire Pachulski Stang as Counsel USA GYMNASTICS: Exclusivity Period Extended Until Dec. 3 V.E.G. INC: Voluntary Chapter 11 Case Summary VMW INVESTMENTS: Enty Buying Grapevine Property for $2.85M WAVE WOOD: DOJ Watchdog Asks Court to Approve Trustee Appointment WEATHERFORD INT'L: Identifies 7 Members of New Board WESVAL ENTERPRISES: Seeks to Hire Mark McLaughlin as Attorney WITTER HARVESTING: Seeks to Extend Exclusivity Period to Jan. 24 ZENERGY BRANDS: Case Summary & 20 Largest Unsecured Creditors ZUMOBI INC: Case Summary & 20 Largest Unsecured Creditors [^] BOND PRICING: For the Week from October 21 to 25, 2019 ********* 01 BH PARTNERSHIP: Seeks Court Approval to Hire Northstar Appraisal ------------------------------------------------------------------- 01 BH Partnership seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a real estate appraiser. In an application filed in court, the Debtor proposes to employ Northstar Appraisal Services to appraise its property located at 1001 N. Beverly Glen Blvd., Los Angeles, Calif. Northstar Appraisal Services will charge $175 per hour for an updated appraisal of the property and $175 per hour for testimony and other services. John Grichine, a real estate appraiser and principal of Northstar Appraisal, attests that he and other employees of the firm are not related to any of the creditors in the Debtor's Chapter 11 case. The firm can be reached through: John Grichine Northstar Appraisal Services 7 Pebblewood Irvine, CA 92604 Tel: (949) 231-7989 Tel: (310) 962-4123 Email: john@northstarappraiser.com About 01 BH Partnership 01 BH Partnership is the fee owner of a 1,087-square-foot family residence located at 1001 N. Beverly Glen Blvd., Los Angeles. It also owns 10 percent interests in 18 adjacent undeveloped, vacant lots. It previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 18-11040) on April 25, 2018. 01 BH Partnership again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11924) on July 31, 2019. At the time of the filing, the Debtor disclosed $245,000 in assets and $10,562,927 in liabilities. The case is assigned to Judge Maureen Tighe. The Law Offices of Mark E. Goodfriend is the Debtor's counsel. 1934 BEDFORD: Seeks to Hire Wayne Greenwald as Legal Counsel ------------------------------------------------------------ 1934 Bedford LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire Wayne Greenwald, P.C., as its legal counsel. Bedford requires the firm to: a.) assist the Debtor in administering its Chapter 11 case; b.) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as the Debtor deems appropriate; c.) take steps necessary to marshal and protect the estate's assets; d.) negotiate with creditors in formulating a plan of reorganization for the Debtor; e.) draft and prosecute the confirmation of the Debtor's plan of reorganization; f.) render additional services as the Debtor may require in its bankruptcy case. The standard rates range from $150 to $600 per hour for the firm's attorneys and from $75 to $150 per hour for clerks and paraprofessionals. The firm agreed to an initial retainer of $20,000. Wayne Greenwald, Esq., attests that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Wayne M. Greenwald, Esq. Wayne Greenwald, P.C. 475 Park Avenue South - 26th Floor New York, NY 10016 Phone: 212-983-1922 About 1934 Bedford LLC 1934 Bedford LLC is a privately held company in Brooklyn, N.Y. Bedford operates and develops a mutli-unit building in Brooklyn, New York. An involuntary petition for relief under Chapter 11 of the Bankruptcy Code was filed by creditors Simply Brooklyn Realty, HTC Construction Management, Inc., HTC Plumbing, Inc. against Bedford (Bankr. E.D.N.Y. Case Number 19-44751) on Aug. 2, 2019. On Sept. 12, 2019, Bedford consented to the entry of an order for relief under Chapter 11 of the Bankruptcy Code. The creditors are represented by Rosenberg Musso & Weiner LLP. Wayne Greenwald, P.C. is the Debtor's counsel. 305 EAST 61ST: Court Directs Appointment of Chapter 11 Trustee -------------------------------------------------------------- Upon the motion, dated August 14, 2019, of 305 E. 61st Street Lender LLC, by its counsel, for the entry of an order to appoint a Chapter 11 trustee pursuant to Bankruptcy Code and grant such other relief as the Court may deem just and proper. The Court having conducted an adjourned hearing on October 21, 2019, to further consider the Lender's Motion and the Oral Arguments. The Court having made due deliberation, it is now determined, found and ordered as follows: 1. Cause exists for the appointment of a Chapter 11 trustee pursuant to Bankruptcy Code. 2. The appointment of a Chapter 11 trustee is in the best interests of creditors and parties in interest 3. The directs that the United States Trustee appoint a Chapter 11 trustee for the Debtor. About 305 East 61st Street Group Based in New York, 305 East 61st Street Group LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), filed a voluntary Chapter 11 Petition (Bankr. S.D.N.Y. Case No.19-11911) on June 10, 2019. The case is assigned to Hon.Sean H. Lane. The Debtor's counsel is Robert J. Spence, Esq., at Spence Law Office, P.C., in Roslyn, New York. The Debtor's accountant is Singer & Falk. At the time of filing, the Debtor had estimated assets and debts of $10 million to $50 million. 360 MORTGAGE: $94K Sale of Mountain Trail Property to Remax Okayed ------------------------------------------------------------------ 360 Mortgage Group, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize it to enter into the Residential Contract of Purchase in connection with the sale of the residential house located at 15604 Mountain Trail Road in Orange County, Virginia to Remax New Horizons for $94,000, cash. The Debtor began its operations in 2007, focusing on mortgage loan originations. In late 2012, it decided to expand its business model to focus on origination and acquisition of mortgage loans and the associated servicing rights that were eligible for pooling through the Government National Mortgage Association ("GNMA") and its mortgage-backed securities program. In 2018, after approximately 10 years of hard work and innovation, the members of the Debtor initiated a series of transactions to sell a substantial portion of its assets and subsequently capitalize on the reputational value the company had accumulated. Unfortunately, during this process, a dispute arose between the Debtor and certain counter-parties. These disputes are the subject of litigation in federal and state courts of New York. Also during this time period, GNMA, the Debtor's most critical business relationship, terminated its rights to participate in GNMA's programs. Given the loss of the GNMA rights, the Debtor began an orderly wind-down of its business. However, a New York state court very recently entered orders attempting to limit the Debtor’s use of its property. In order to continue the wind-down in a controlled, methodical manner, the present Chapter 11 case was filed to allow the Debtor to continue its wind-down process in an orderly manner under applicable law. The Debtor intends to use the breathing spell provided by the filing of the bankruptcy case to provide for the orderly liquidation of claims against the Debtor’s bankruptcy estate. Its plan is to file a plan of liquidation that provides the maximum recovery for Debtor's creditors and avoids further deterioration of its assets through unsustainable operating losses. The real estate was previously acquired through a foreclosure of a loan in the 360 Mortgage loan portfolio. It Estate is held by the Debtor free and clear of any mortgages. Also prior to the bankruptcy, the Debtor placed the Real Estate on the market for sale for a list price of $140,000. The Real Property has been on and off the market since December 2017. The Debtor's real estate agent in Virginia recently received an all-cash offer to purchase the Real Estate for $94,000. Given the prolonged listing of the Real Estate, the Debtor believes, in its best business judgment, that the $94,000 purchase price is sufficiently close to fair market value and that the sale should be approved by the Court. The Debtor also requests that all fees, commissions and closing costs that are applicable in the ordinary course of business be approved, as well. No creditors hold security interests in the assets to be sold by the Motion. The Debtor asks the approval of the sale under Bankruptcy Code §Section363(f), with such sale free and clear of any interest in the property to be sold of any entity other than the estate, including any liens or claims. The sale represents the culmination of arm's-length negotiations between two unrelated parties. Based upon the sound business judgment of the Debtor's management, the sale is appropriate under the circumstances. In that no creditor holds a security interest in the assets to be sold by the Motion, the Debtor asserts that expedited consideration of the sale is appropriate, given the closing provisions in the sales contract. A copy of the Residential Contract of Purchase attached to the Motion is available for free at: http://bankrupt.com/misc/360_Mortgage_33_Sales.pdf The Debtor has requested an expedited hearing on the Motion on Nov. 8, 2019. About 360 Mortgage Group 360 Mortgage Group, LLC, is a Delaware limited liability company with its principal place of business in Austin, Texas at 6500 River Place Blvd., Bldg. 7, Suite 250, Austin, Texas. Founded in 2007, the Debtor is a privately-owned mortgage bank. It actively participated in the wholesale, correspondent, and retail sectors of the mortgage industry. 360 Mortgage Group sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-11375) on Oct. 7, 2019. In the petition signed by Andrew WeissMalik, CEO, the Debtor was estimated to have assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Tony M. Davis. The Debtor tapped Lynn H. Butler, Esq., at Husch Blackwell LLP as counsel. 3600 ASHE: Jan. 14, 2020 Plan Confirmation Hearing Set ------------------------------------------------------ On Aug. 19, 2019, 3600 Ashe, LLC filed with the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, a disclosure statement describing its first amended plan of liquidation. On Oct. 15, 2019, Judge Deborah J. Saltzman approved the disclosure statement, authorized the Debtor to disseminate the solicitation package, and established the following dates and deadlines: * The hearing to consider confirmation of the Plan will take place on Jan. 14, 2020, at 1:30 p.m., in Courtroom 1639, located at 255 East Temple Street, Los Angeles, California 90012. * Any ballot from a holder of a claim eligible to vote on the Plan must be received by the Debtor’s counsel by no later than Dec. 3, 2019, at 11:59 p.m. (the "Voting Deadline"). * Any objection to the confirmation of the Plan by a party in interest must be filed with the Court and served on the Debtor (through its counsel) and the United States trustee by no later than Dec. 3, 2019. About 3600 Ashe LLC 3600 Ashe, LLC, based in Glendale, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-25614) on Dec. 26, 2017. In the petition signed by Stephen Hall, managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Deborah J. Saltzman oversees the case. Dean G. Rallis Jr., Esq., at Anglin Flewelling Rasmussen Campbell & Trytten LLP, serves as bankruptcy counsel to the Debtor; and DTLA Real Estate, Inc., as its real estate broker. 4700 SOUTH ASHLAND: Case Summary & 6 Unsecured Creditors -------------------------------------------------------- Debtor: 4700 South Ashland LLC 500 W. Superior St., Suite 1407 Chicago, IL 60654 Business Description: 4700 South Ashland LLC is a privately held company based in Chicago, Illinois. Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Northern District of Illinois (Eastern Division) Case No.: 19-30473 Judge: Hon. Deborah L. Thorne Debtor's Counsel: Jeffrey C. Dan, Esq. CRANE, SIMON, CLAR & DAN 135 S Lasalle St Ste 3705 Chicago, IL 60603 Tel: 312 641-6777 Fax: 312 641-7114 E-mail: jdan@cranesimon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Patrick Kane, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb19-30473.pdf AIRNET TECHNOLOGY: Conor Yang Resigns as Independent Director ------------------------------------------------------------- Conor Chiahung Yang has resigned as an independent director of Airnet Technology Inc., effective from Oct. 23, 2019, due to personal reasons. Airnet Technology is grateful for Mr. Yang's valuable contribution during his tenure with the Company. Mr. Yang will serve as consultant to the Company until Oct. 23, 2020. 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. AIRNET TECHNOLOGY: Dan Shao Has 18.4% Stake as of Oct. 23 --------------------------------------------------------- In a Schedule 13D/A filed with the U.S. Securities and Exchange Commission, these entities and individuals reported beneficial ownership of ordinary shares of AirNet Technology Inc. as of Oct. 23, 2019: Shares Percent Beneficially of Name Owned Class ---- ------------ -------- Herman Man Guo 22,955,824 18.0% Wealthy Environment Limited 20,955,824 16.7% Dan Shao 23,166,454 18.4% Global Earning Pacific Limited 22,582,240 18.0% Qing Xu 1,600,000 1.3% Mambo Fiesta Limited 1,000,000 0.8% From Sept. 11, 2019 to Oct. 23, 2019, Ms. Dan Shao, through Global Earning Pacific Limited, a company incorporated in the British Virgin Islands which is wholly owned and controlled by Ms. Dan Shao, purchased an aggregate amount of 1,309,670 Shares represented by ADSs of the Company with her personal fund pursuant to the US$5 million share purchase plan which plan was announced by the Company on March 28, 2018, and was further updated on Sept. 28, 2018, Dec. 17, 2018 and Dec. 28, 2018, respectively. From Dec. 7, 2018 to Oct. 23, 2019, Mr, Herman Man Guo and Ms. Dan Shao purchased an aggregate amount of 6,032,084 Shares represented by ADSs of the Company with their personal fund pursuant to the US$5 Million Share Repurchase Plan. The 22,955,824 Shares beneficially owned by Mr. Guo comprise (i) 16,105,980 Shares beneficially owned by Wealthy Environment Limited, a British Virgin Islands company solely owned and controlled by Mr. Guo, (ii) 4,849,844 Shares represented by ADSs held by Wealthy Environment Limited, and (iii) 2,000,000 Shares that Mr. Guo has the right to acquire upon exercise of options within 60 days after Oct. 23, 2019. Mr. Guo is married to Ms. Shao. Mr. Guo disclaims beneficial ownership of the Shares held by Ms. Shao or Global Earning. The 23,166,454 Shares beneficially owned by Ms. Shao comprise (i) 22,582,240 Shares beneficially owned by Global Earning Pacific Limited, a British Virgin Islands company solely owned and controlled by Ms. Shao and (ii) 584,214 Shares represented by ADSs that Ms. Shao purchased in one or more open-market transactions. Ms. Shao is married to Mr. Guo. Ms. Shao disclaims beneficial ownership of the Shares held by Mr. Guo or Wealthy Environment Limited. The 1,600,000 Shares beneficially owned by Mr. Xu comprise (i) 1,000,000 Shares directly held by Mambo Fiesta Limited, a British Virgin Islands company wholly owned and controlled by Mr. Xu, and (ii) 600,000 Shares that Mr. Xu has the right to acquire upon exercise of options within 60 days after Oct. 23, 2019. The percentage of the class of securities is based on 125,664,777 Shares outstanding (excluding 2,032,278 Shares and Shares represented by ADSs reserved for settlement upon exercise of the Company's incentive share awards) as of March 31, 2019 as disclosed in the Company's annual report on Form 20-F filed with the SEC on April 30, 2019. A full-text copy of the regulatory filing is available for free at: https://is.gd/K20F15 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. ALL FAMILY FINANCE: Committee Hires Lamberth Cifelli as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of All Family Finance, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to retain Lamberth, Cifelli, Ellis & Nason, P.A. as its legal counsel. The committee requires Lamberth to: (a) represent the committee in its consultations with Debtor regarding the administration of the bankruptcy estate; (b) analyze the Debtor's assets and liabilities, investigate the extent, validity and priority of liens, investigate any claims and causes of action or rights to recovery which the estate may have against various parties, and analyze any financing arrangements and cash collateral stipulations and orders; (c) represent the committee in any matter relevant to reviewing and determining the desirability and feasibility of the rejection or assumption and potential assignment of any executory contracts or unexpired leases; (d) advise the committee on all applications, motions or complaints concerning relief from stays, disposition or use of assets of the estate and other similar matters; (e) assist the committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor and its operations; (f) represent the committee in the preparation, drafting and negotiation of a plan and accompanying disclosure statement, and in the sale or disposition of the Debtor's assets; (g) assist the committee in investigating the proper receipt, disbursement and accounting for funds and property of the estate; (h) review claims against Debtor; (i) advise the committee of its powers and duties under the Bankruptcy Code; (j) provide other legal services incidental or necessary to the proper administration of the Debtor's case. Lamberth charges $200 to $495 per hour for the services of its attorneys and from $110 to $215 per hour for paralegal services. G. Frank Nason, IV, Esq., a member of Lamberth, assures the court that the firm does not represent any interest that would be adverse to the committee. The firm can be reached at: G. Frank Nason, IV, Esq. Lamberth, Cifelli, Ellis & Nason, P.A. 1117 Perimeter Center West, Suite N313 Atlanta, GA 30338 Phone: (404) 262-7373 Fax: (404) 262-9911 About All Family Finance All Family Finance, LLC is a private finance company that provides loans for automobiles. As its business, All Family Finance collects sub-prime loans acquired from "Buy Here, Pay Here" car lots with its offices located at 124 Powers Ferry Road, Suite K, Marietta, Ga. The business is generating approximately $150,000 in revenues per month. Alleged creditors filed an involuntary Chapter 11 petition for All Family Finance on Aug. 9, 2019 (Bankr. N.D. Ga. Case No. 19-62597). G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, P.A., serves as counsel to Alice Gipson and Jeff Hurd and other alleged creditors. On Sept. 11, 2019, the court entered an order for relief under Chapter 11 of the Bankruptcy Code. No trustee has been appointed, and All Family continues to operate its business and manage its affairs as debtor-in-possession. The Debtor's attorney is Cameron M. McCord, Esq., at Jones & Walden, LLC. Mr. Mark A. Smith of Vantage Point Advisory, Inc., is the chief restructuring officer. The U.S. Trustee for Region 21 appointed a committee of unsecured creditors on Oct. 2, 2019. ALTA MESA: Committee Says WF Should Provide Enough Liquidity ------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Alta Mesa Resource, Inc., and its affiliated debtors objects to the emergency motion of the Debtors for entry of orders authorizing the Debtors to utilize cash collateral. The Committee notes that the Debtors have no financing, and Wells Fargo is refusing to ensure adequate liquidity to fund these cases or to wind them down appropriately after the consummation of a sale. Instead, Wells Fargo is keeping these cases on an aggressively short leash, presumptively because it does not want the adversary process mandated by bankruptcy law. According to the Committee, the Budget attached to the Interim Cash Collateral Order provides for only 4 weeks of liquidity. The Committee understands that the Debtors and Wells Fargo may be discussing a short-term 4 week extension of the Budget, but that Budget would run through only November 8th, and would not even get the Debtors to the bid deadline under the proposed sale process, let alone the remaining Milestones that Wells Fargo is demanding in these cases. At the same time, Wells Fargo is seeking the benefits and protections of a new money lender, but without providing any new financing commitment at all or otherwise ensuring adequate liquidity to fund the Chapter 11 cases. For example, Wells Fargo is seeking the imposition of onerous case controls, estate waivers, challenge limitations, and other benefits, but is not agreeing to "pay the freight" for the Chapter 11 process. This is simply not how a Chapter 11 case is supposed to work. In addition, the Committee notes that Wells Fargo is seeking to implement a dual track sale/plan process through case Milestones through the relief requested in the Cash Collateral and Bidding Procedures Motions while at the same time failing to ensure that the Debtors will have sufficient liquidity to satisfy these Milestones. The Debtors' failure to satisfy any of the Milestones would trigger a "Termination Event" under the Cash Collateral Order, which would enable Wells Fargo to terminate the Debtors' use of cash collateral and, following a five-day waiting period, exercise remedies without the need to obtain stay relief. According to the Committee, if Wells Fargo persists in its refusal to provide adequate liquidity to fund these cases, then serious consideration must be given to ending the Chapter 11 cases. The Committee avers that a process that is likely to lead to, in essence, a bankruptcy foreclosure sale for the benefit of the secured lender is not the proper purview of Chapter 11. To be clear, the Committee is eager to work with all constituents on a rational, value-maximizing path forward, but if that is not possible, then conversion or dismissal of these cases may be appropriate. A full-text copy of the Committee's objection is available at https://tinyurl.com/y4eugz3g from PacerMonitor.com free of charge. The Committee is represented by: SNOW SPENCE GREEN LLP Phil Snow Kenneth Green Aaron Guerrero 2929 Allen Parkway, Suite 2800 Houston, TX 77019 Telephone: 713-335-4800 Facsimile: 713-335-4848 E-mail: philsnow@snowspencelaw.com kgreen@snowspencelaw.com - and - BROWN RUDNICK, LLP Robert J. Stark Michael Winograd Andrew M. Carty 7 Times Square New York, NY 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801 E-mail: rstark@brownrudnick.com mwinograd@brownrudnick.com acarty@brownrudnick.com - and - BROWN RUDNICK, LLP Jeffrey L. Jonas Steven B. Levine Sharon I. Dwoskin One Financial Center Boston, MA 02111 Telephone: (617) 856-8200 Facsimile: (617) 856-8201 E-mail: jjonas@brownrudnick.com slevine@brownrudnick.com sdwoskin@brownrudnick.com About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. ALTA MESA: Seeks Court Approval to Hire KPMG -------------------------------------------- Alta Mesa Resources, Inc. and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Texas (Houston) to hire KPMG LLP. The services KMPG will render are: a. perform an audit of the Debtors' consolidated financial statements, including but not limited to: (i) perform tests of the accounting records and such other procedures, as KPMG considers necessary in the circumstances; (ii) assess the accounting policies used and significant estimates made by the Debtors; (iii) evaluate the overall consolidated financial statement presentation; (iv) read other information in the Debtors' annual report on Form 10-K; (v) obtain an understanding of internal control sufficient to plan the audit and to determine nature, timing, and extent of audit procedures to be performed for the purpose of expressing an opinion on the consolidated financial statements; and (vi) read minutes of audit committee meetings for consistency of KPMG's understanding of the communications made to the audit committee and determine that the audit committee has received copies of all material written communications between KPMG and the Debtors. b. perform quarterly review services, including but not limited to: (i) review the condensed consolidated balances sheets of Debtor Alta Mesa Resources, Inc. and the related condensed consolidated statements of operations, stockholders' equity, and cash flows for the quarterly and year-to-date periods, to be included in the quarterly reports on Form 10-Q proposed to be filed by the Debtors; and (ii) review the selected quarterly financial data specified by Item 302 of Regulation S-K. c. perform additional attestation out-of-scope services, including but not limited to: (i) issue a comfort letter or consent; and (ii) consult with the Debtors on complex or unusual accounting issues (collectively (c)(i) and (ii), the "Out-of-Scope Attestation Services"). KPMG will receive an estimated fee of $750,000 for the audit and quarterly review services. Meanwhile, the firm's hourly rates for the "out-of-scope" services are: Attestation Specialist Discounted Discounted Rate Rate ---- ---- Partners $450 $600 Directors/Senior Managers $400 $500 Senior Associates $300 $400 Associates $200 N/A Mark Zajac, CPA, a partner at KPMG, assures the court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark L. Zajac, CPA KPMG LLP 811 Main Street Houston, TX 77002 Tel: +1 713 319 2000 Fax: +1 713 319 2041 About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as counsel; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. ALTA MESA: Seeks to Hire Foley & Lardner as Conflicts Counsel ------------------------------------------------------------- Alta Mesa Resources, Inc. and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Texas to hire Foley & Lardner LLP as conflicts investigation and litigation co-counsel. The firm will assist the Debtors' conflicts counsel, Robbins Russell, with the investigation spearheaded by Patrick Bartels, the independent director of Alta Mesa Holdings, GP, of certain pre-bankruptcy transactions between the Debtors and non-debtor affiliates as well as any litigation that is brought on behalf of the Debtors as a result of that investigation. Foley's current hourly rates are: James Munisteri $595 Michael Riordan $530 Gale Gattis $310 James G. Munisteri, Esq., a partner at Foley & Lardner, attests that he and his firm are "disinterested persons," as that term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, James G. Munisteri disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the Debtors in the 12 months prepetition; and -- Foley has provided the AMH Debtors with a prospective staffing plan setting forth the types of timekeepers and applicable hourly rates it expects in connection with this representation. The firm can be reached through: James G. Munisteri, Esq. Foley Gardere Foley & Lardner LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Phone: (214) 999-3000 About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. ALTA MESA: Seeks to Hire Latham & Watkins as Legal Counsel ---------------------------------------------------------- Alta Mesa Resources, Inc. and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Texas to hire Latham & Watkins LLP as their legal counsel. The Debtors require L&W to: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advise and consult on the conduct of the chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. advise the Debtors and take all necessary action to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors' interests in negotiations concerning litigation in which the Debtors are involved; d. analyze proofs of claim filed against the Debtors and object to such claims as necessary; e. represent the Debtors in connection with obtaining authority to continue using cash collateral; f. attend meetings and negotiate with representatives of creditors, interest holders, and other parties in interest; g. analyze executory contracts and unexpired leases and potential assumptions, assignments, or rejections of such contracts and leases; h. prepare pleadings in connection with the chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates; i. advise the Debtors in connection with any potential sale of assets; j. take necessary action on behalf of the Debtors to obtain approval of a disclosure statement and confirmation of a chapter 11 plan; k. appear before this Court or any appellate courts to protect the interests of the Debtors’ estates before those courts and with the U.S. Trustee; l. advise on corporate, litigation, environmental, finance, tax, employee benefits, and other legal matters; and m. perform all other necessary legal services for the Debtors in connection with the chapter 11 cases. L&W's current hourly rates are: Partners $1,070 to $1,565 Counsel $1,040 to $1,455 Associates $565 to $1,085 Paraprofessionals $105 to $780 George Davis $1,495 Caroline Reckler $1,305 Christopher Harris $1,345 Andrew Sorkin $1,040 Annemarie Reilly $1,035 Brett Neve $920 Brian Rosen $565 Caroline A. Reckler, Esq., a partner at Latham & Watkins, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Reckler disclosed that his firm has not agreed to a variation of its standard billing arrangements for its employment with the Debtors, and that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. The attorney also disclosed that during the prior calendar year of 2018, Latham & Watkins used these hourly rates for services provided to the Debtors: $1,235–$1,795 for partners; $1,220–$1,725 for counsel; and $700–$1,335 for associates. For two litigation matters, L&W used the these hourly rates: $1,030–$1,495 for partners; $990–$1,450 for counsel; and $535–$1,045 for associates. The attorney also disclosed L&W has provided the Debtors with a prospective budget and staffing plan setting forth the types of timekeepers, numbers thereof, and applicable hourly rates it expects during the chapter 11 cases. The budget and staffing plan cover the period from September 12, 2019 to February 28, 2020. Latham & Watkins can be reached at: Caroline A. Reckler, Esq. George A. Davis, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 E-mail: david.hammerman@lw.com About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. ALTA MESA: Seeks to Hire Perella Weinberg as Investment Banker -------------------------------------------------------------- Alta Mesa Resources, Inc. and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Texas (Houston) to hire Perella Weinberg Partners LP, including its affiliate Tudor Pickering Holt & Co Advisors LP, as their investment banker. The services Perella Weinberg will render are: General Financial Advisory and Investment Banking Services -- assist in the development of financial and technical data and presentations to the Debtors' board of directors, senior secured lenders, senior unsecured lenders, other current or potential various creditors, and other parties; -- analyze the Debtors' financial liquidity and evaluate alternatives to improve or maintain such liquidity; -- evaluate the Debtors' debt capacity and alternative capital structures; -- participate in negotiations among the Debtors and their creditors, suppliers, lessors and other interested parties with respect to any of the transactions contemplated by the Engagement Letter; -- advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of its senior secured and other credit facilities and other debt documents, including indentures; -- provide a valuation expert report and/or valuation expert testimony regarding, and otherwise make independent evaluations of the value of, the assets or liabilities of the Debtors; -- provide such other advisory services as are customarily provided in connection with the analysis and negotiation of any of the transactions contemplated by the Engagement Letter, as requested and mutually agreed; Restructuring Services -- analyze various Restructuring scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of those stakeholders impacted by the Restructuring; -- provide strategic advice with regard to restructuring or refinancing the Debtors' obligations ; -- provide financial advice and assistance to the Debtors in developing a Restructuring; -- provide financial advice and assistance to the Debtors in structuring any new securities to be issued under a Restructuring; -- assist the Debtors and/or participate in negotiations with entities or groups affected by the Restructuring; Financing Services -- provide financial advice to the Debtors in structuring and effecting a Financing, identify potential Investors and, at the Debtors' request, contact and solicit such Investors; -- assist in the arranging of a Financing, including identifying potential sources of capital, assisting in the due diligence process, and negotiating the terms of any proposed Financing; Sale Services -- provide financial advice to the Debtors in structuring, evaluating and effecting a Sale, identify potential acquirers and, at the Debtors' request, contact and solicit potential acquirers; -- assist in the arranging and executing a Sale, including identifying potential buyers or parties in interest, assisting in the due diligence process, and negotiating the terms of any proposed Sale, as requested; -- provide testimony, as necessary, with respect to the marketing process and Sale negotiations in any proceeding before the Bankruptcy Court (or any other court, mediator or arbitrator to which a proceeding before the Bankruptcy Court is referred by the Bankruptcy Court); Fairness Opinion -- to the extent requested by the Debtors and feasible and consistent with Perella Weinberg's fairness opinion practice, in light of the nature of the transaction for which such opinion is sought, undertake a study to consider (i) the fairness of a proposed transaction, from a financial point of view, and/or (ii) whether the terms of such transaction are not less favorable to the Debtors than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm's length basis from a non-affiliate, in each case, for the purpose of rendering an opinion to the Debtors' board of directors. The firm will be compensated as follows: (1) Monthly Fee. A monthly financial advisory fee of $150,000, commencing on the Engagement Letter's Effective Date and prorated for any partial month, due and payable in advance on the fifth business day of each month during the engagement; provided that Alta Mesa Holdings GP, LLC and Alta Mesa Resources, Inc. shall pay $140,000 and $10,000 of the Monthly Fee, respectively; and provided, further, that 50% of the aggregate amount of the Monthly Fees actually received in immediately available funds by PWP after the third post-petition Monthly Fee is paid shall be credited once against and subtracted from the aggregate amount of all other fees payable under the Engagement Letter. (2) Restructuring Fee. In the event of a Restructuring, a restructuring fee equal to 0.75% of the par value of any debt obligations, including any reinstated credit facilities, exchanged, refinanced, fundamentally modified, restructured or discharged, payable promptly upon consummation of a Restructuring. (3) Financing Fee. For each Financing, a financing fee equal to (x) 1.5% of all gross proceeds from the issuance of new debt by the Debtors (which, for the avoidance of doubt, in the case of debt raised in connection with a revolving credit based Financing, gross proceeds shall mean the aggregate availability of such facility, regardless of amounts initially drawn on the aggregate commitment of such facility), plus (y) 3.0% of all gross proceeds from the issuance of any new equity or new equity linked security (which, for the avoidance of doubt, shall include convertible debt) by the Debtors, in each case payable upon the closing of any such Financing; provided that the financing fee payable on account of any Financing provided by any of the holders as of the date hereof of the 7.875% senior notes due 2024 issued by Alta Mesa Holdings, LP and Alta Mesa Finance Services Corp., HPS Investment Partners, Riverstone Holdings, Bayou City Energy Partners or their respective affiliates in the form of debt or equity shall be discounted by 33% to the financing fee otherwise payable; and provided, further, that for the avoidance of doubt, the Financing Fee is payable upon a new RBL, but to the extent existing RBL lenders are reinstated and receive an exit facility in respect of their pre-petition RBL claim, a Restructuring Fee rather than a Financing Fee is payable. (4) Sale Fee. A Sale Fee equal to 1.0% of the applicable Transaction Value, payable promptly upon consummation of such Sale; provided that, in the event that more than one of a Sale Fee, Restructuring Fee and Financing Fee becomes payable, 50% of the Sale Fee (to the extent paid and without duplication) shall be creditable once against such Restructuring Fee or Financing Fee, as applicable; provided, further, that for the avoidance of doubt, any Sale Fee earned for a sale pursuant to a Plan or Section 363 sale will be additive to the Restructuring Fee, but subject to crediting against the Restructuring Fee in accordance with the immediately preceding proviso. (5) Discretionary Fee. A discretionary fee payable at the sole discretion of the Company, subject to the Bankruptcy Court's approval, at any time during the course of the engagement in an amount determined by the Debtors in their sole discretion taking into account the full scope and amount of work provided in the performance of services under the Engagement Letter. (6) Minimum Transaction Fee and Maximum Transaction Fee Cap. Notwithstanding anything to the contrary, the sum of all Fees paid after the Petition Date pursuant to Section 2 of the Engagement Letter at any time prior to or upon the Debtors' emergence from Chapter 11 bankruptcy shall not exceed $13,000,000 and shall be no less than $7,000,000. Kevin M. Cofsky, partner at Perella Weinberg, attests that his firm is a "disinterested person" as defined by section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin M. Cofsky Perella Weinberg Partners LP 767 Fifth Avenue New York, NY 10153 Phone: +1 212-287-3200 About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. ALTA MESA: Seeks to Hire Porter Hedges as Co-Counsel ---------------------------------------------------- Alta Mesa Resources, Inc. and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Texas (Houston) to hire Porter Hedges LLP as bankruptcy co-counsel to the Debtors. Alta Mesa requires Porter Hedges to: a. provide legal advice and services regarding local rules, practices, and procedures; b. provide certain services in connection with administration of the chapter 11 cases, including, without limitation, preparing agendas, hearing notices and hearing binders of documents and pleadings; c. review and comment on proposed drafts of pleadings to be filed with the Court as bankruptcy co-counsel to the Debtors; d. provide legal advice with respect to the Debtors' rights and duties as debtors in possession and continued business operations; e. assist, advise and represent the Debtors in analyzing the Debtors' capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; f. assist, advise and represent the Debtors in any cash collateral and/or postpetition financing transactions; g. assist, advise and represent the Debtors in the preparation of sale and bid procedures to auction the Debtors' assets; h. assist, advise and represent the Debtors in any manner relevant to preserving and protecting the Debtors' estates; i. prepare on behalf of the Debtors all necessary applications, motions, answers, orders, reports, and other legal papers; j. appear in Court and to protect the Debtors' interests before the Court; k. at the request of the Debtors, appear in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their bankruptcy co-counsel; and l. provide other legal advice and services, as requested by the Debtors, from time to time. Porter Hedges will be paid at these hourly rates: Partners $525 - $900 Of Counsel $315 - $890 Associates/Staff Attorneys $410 - $550 Paralegals $135 - $345 During the one-year period prior to the petition date, Porter Hedges received $100,000.00 in total compensation from the Debtors. As of the petition date, the balance of the retainer was $14,819.15. Porter Hedges will also be reimbursed for reasonable out-of-pocket expenses incurred. John F. Higgins, Esq., a partner at Porter Hedges, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Porter Hedges can be reached at: John F. Higgins, Esq. Porter Hedges LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713) 226-6000 Fax: (713) 228-1331 About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. ALTA MESA: Seeks to Hire Robbins Russell as Conflicts Counsel ------------------------------------------------------------- Alta Mesa Resources, Inc. and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Texas (Houston) to hire Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP as conflicts litigation and investigations counsel. AMH Debtors requires Robbins Russell to: a. assist the AMH Debtors in analyzing/prosecuting/etc. claims owned by the estate against third parties; b. prepare and file such pleadings as are necessary to pursue the estate's claims against third parties; c. conduct appropriate examinations of witnesses, claimants and other parties in interest in connection with such litigation; d. represent the AMH Debtors in any adversary proceedings and other proceedings before the Court and in any other judicial or administrative proceeding in which the claims described herein may be affected; e. collect any judgment that may be entered in the contemplated litigation; f. handle any appeals that may result from the contemplated litigation; and g. perform any other legal services that may be appropriate in connection with the prosecution of the litigation. Robbins Russell's hourly rates are: Partners $875 to $1,375 Counsel $865 to $1,100 Associates $590 to $825 Paraprofessionals $300 to $395 Lawrence Robbins $1,375.00 Michael Waldman $1,200.00 Mark Stancil $1,090.00 Matthew Madden $900.00 William Trunk $900.00 Ralph Mayrell $760.00 Megan Browder $700.00 Carolvn Forstein $700.00 John Goerlich $650.00 Zachary Ferguson $590.00 William J. Trunk, partner in the law firm of Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, attests that he and his firm are "disinterested persons," as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code, and do not hold or represent any interest adverse to the Debtors' estates. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, William J. Trunk disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the Debtors in the 12 months prepetition; and -- Robbins Russell has provided the AMH Debtors with a prospective budget and staffing plan. The budget and staffing plan covers the period from September 6, 2019 to February 28, 2020. The counsel can be reached through: William J. Trunk, Esq. Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP 2000 K Street NW, 4th Floor Washington, DC 20006 Tel: (202) 775-4500 Fax: (202) 775-4510 About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. AMERICAN DIAMOND: Taps Jordan Becker as Special Litigation Counsel ------------------------------------------------------------------ American Diamond Mint LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire The Law Offices of Jordan D. Becker as special litigation counsel. The firm will assist the Debtor in connection with the prosecution of its claims against its pre-bankruptcy litigation counsel, Locke Lord, in the action encaptioned Secured Worldwide, LLC v. Kinney, Index No. 15-1761 (SDNY)(McMahon, Jr.). The Debtor alleged Locke Lorde committed professional malpractice in its prosecution of such action, which resulted in the unfavorable ruling in the Gemshares Northern District of Illinois litigation against the Debtor and its principal Joseph Lipton. Becker will be paid $100 per hour for its services and will get a contingency fee of 30 percent of the amount recovered. Jordan Becker, Esq., assures the court that he neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached at: Jordan D. Becker, Esq. The Law Offices of Jordan D. Becker 140 Grand Street, Suite 705 White Plains, NY 10601 Tel: (646) 801-2085 Fax: (646) 502-5454 Email: jordan@jordanbeckerlaw.com About American Diamond Mint American Diamond Mint LLC markets and sells Diamond Bullion -- a credit card-sized package of investment-grade diamonds in a tamper-resistant case, with a unique optical signature recognition system and serial number. American Diamond Mint sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-22780) on April 11, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Robert D. Drain. Rattet PLLC is the Debtor's counsel. AMERICAN ENERGY: Moody's Raises CFR to Caa1, Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded American Energy -- Permian Basin, LLC's Corporate Family Rating to Caa1 from Ca and the Probability of Default Rating to Caa1-PD from Ca-PD/LD. Moody's also affirmed the Caa2 rating on AEPB's first lien secured notes. The ratings outlook is stable. Moody's has withdrawn the ratings on all the restructured debt instruments including the B3 rating on the Senior Secured 1st lien notes, Caa2 rating on the senior secured 2nd lien notes and the C rating on the senior unsecured notes. This concludes Moody's ratings review that was initiated on September 9, 2019, following AEPB's announcement of its proposed balance sheet recapitalization through which the company made a cash tender to redeem its existing 1st lien and 2nd lien notes at par, and made an exchange offer to redeem its existing senior unsecured notes for cash and equity warrants, from the proceeds from the issuance of the new first lien secured notes and new equity investment from sponsors. The recapitalization transaction closed in October 2019. In connection with the recapitalization transaction, AEPB, through its wholly-owned subsidiary AEPB Acquisition Company, LLC (AcqCo), entered into an amended and restated credit facility, and put in place a $700 million senior secured revolving credit facility that will support the company's liquidity position in the near term. "AEPB substantially reduced its debt through the recapitalization transaction and improved financial leverage through the contribution of Sable Permian Resources, LLC's assets, substantially increasing the size and scale of AcqCo, AEPB's wholly owned subsidiary," commented Sreedhar Kona, Moody's Senior Analyst. "AEPB's improved capital structure and enhanced scale of operations add to the company's credit profile and contributed to the stable outlook on its ratings." A complete list of rating actions is as follows: Upgrades: Issuer: American Energy - Permian Basin, LLC Probability of Default Rating, Upgraded to Caa1-PD from Ca-PD/LD Corporate Family Rating, Upgraded to Caa1 from Ca Affirmations: Issuer: American Energy - Permian Basin, LLC Senior secured notes due 2024, Assigned Caa2 (LGD5) Withdrawals: Issuer: American Energy - Permian Basin, LLC Senior Secured First Lien Notes, B3 (LGD1) Senior Secured 2nd Lien Notes, Caa2 (LGD2) Senior Unsecured Notes, C (LGD5) Outlook Actions: Issuer: American Energy - Permian Basin, LLC Outlook changed to Stable from Ratings under Review RATINGS RATIONALE AEPB's Caa1CFR reflects Moody's view that the recapitalization transaction strengthened AEPB's credit profile due to the substantial equity infusion and reduction of debt, while contribution of the SPR assets added to the size and scale of the company. Notwithstanding these improvements, AEPB's credit profile remains constrained by its high leverage relative to its cash flow and asset value, albeit significantly reduced from the pre-restructuring level, and high exposure to commodity price risk due to the absence of commodity hedges beyond 2019. Under its new revolving credit facility agreement, AcqCo will be required to hedge 80% of its production for two years. AEPB's credit profile improvement hinges on development and integration of extended acreage and the ability of the company to execute on its plans and deliver a sustained improvement in capital efficiency and operating cash flow generation. AEPB benefits from a substantial portion of its acreage held by production. AEPB's 2024 senior secured notes are rated Caa2, one notch below the CFR reflecting the priority ranking and structural seniority of the AcqCo's $700 million borrowing base senior secured revolving credit facility (unrated) due 2024 (with a 90 days springing maturity covenant). Independent exploration and production (E&P) companies, such as AEPB, face increasing environmental regulations on their operations, as well as limitations on where they can explore for new resources. However, as AEPB's production mix consists of a substantial portion of natural gas, a commodity which is considered environmentally less harmful from the point of view of emissions than crude oil, and a fuel that could potentially become a bridge to a low carbon world, AEPB is relatively better positioned to withstand the environmental risk. Governance risks Moody's considered in AEPB's credit profile include its private ownership by private equity firms and potential future distributions to its owners. AEPB's liquidity is weak. Pro forma the recapitalization transaction, AcqCo has $294 million availability under its borrowing base revolving credit facility. Moody's projects AcqCo to increase its outstanding borrowings under the revolver as the company executes on its drilling program, potentially resulting in higher outstanding balance. Under the credit agreement, AcqCo is required to maintain its total debt/EBITDAX ratio below 4x and a current ratio above 1x. Moody's expects AcqCo to manage its covenant compliance proactively and maintain compliance with its financial covenants. The stable outlook on AEPB's ratings reflects the improved capital structure and liquidity provisions, that support company's development plans. AEPB's ratings will be upgraded if the company demonstrates sustainable growth in production and reserves, while improving its capital efficiency and liquidity. The company must also improve its retained cash flow to debt ratio to above 15%. The ratings will face downgrade pressure if the company consumes cash at a greater rate than projected resulting in a deteriorating liquidity situation and weaker leverage profile with RCF/debt declining below 5%. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. ARADIGM CORPORATION: Seeks to Extend Exclusivity Period to Feb. 14 ------------------------------------------------------------------ Aradigm Corporation asked the U.S. Bankruptcy Court for the Northern District of California for further extension of the exclusive filing period to Feb. 14, 2020, and the exclusive solicitation period to April 10, 2020. The requested extension, if granted, will allow the Debtor to continue to focus on its sales process and its pursuit of European Medicines Agency approval to enhance the value of its assets. Since the Petition Date, the Debtor has continued the process of seeking European Medicines Agency review of its Marketing Authorization Application. No final decision has been made. The European Medicines Agency granted the Debtor an extension of the deadline to submit the responses to the LOI until Sept. 17. During the first few months of the Case, the Debtor's resources were devoted to successfully assuring a smooth transition into chapter 11 -- its primary focus has been on rejecting its expensive office lease and moving to new premises, disposing of surplus assets, retaining an investment banker, securing Court approval of its debtor-in-possession financing, and obtaining certain relief with respect to its cash management system. The Debtor intends to accept a stalking horse bid that can serve as a starting point for an auction process involving the stalking horse bidder and the other interested parties. The Debtor's goal is to sign an asset purchase agreement by the end of October, to have a hearing to approve auction procedures in November and the auction and the hearing to approve the sale in January, with closing to occur by the end of January. The Debtor will be proposing a plan after a sale is consummated. Thus, until the sales process has been completed, the time is not ripe for the filing of a plan. About Aradigm Corporation Aradigm Corporation -- http://www.aradigm.com/-- is an emerging specialty pharmaceutical company focused on the development and commercialization of products for the treatment and prevention of severe respiratory diseases. Over the last decade, the company invested a large amount of capital to develop drug delivery technologies, particularly the development of a significant amount of expertise in respiratory (pulmonary) drug delivery as incorporated in its lead product candidate that recently completed two Phase 3 clinical trials, Linhaliq inhaled ciprofloxacin, formerly known as Pulmaquin. The company is headquartered in Hayward, California. Aradigm Corporation sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 19-40363) on Feb. 15, 2019. In the petition signed by John M. Siebert, executive chairman and interim principal executive officer, the Debtor estimated $10 million to $50 million in both assets and liabilities. The case is assigned to Judge William J. Lafferty. Bennett G. Young, Esq. at Jeffer, Mangels, Butler & Mitchell LLP, is the Debtor's counsel. Sheppard Mullin Richter & Hampton LLP, is special patent counsel. EMA Partners, LLC, is the investment banker. Sheppard Mullin Richter & Hampton LLP, is the special patent counsel to the Debtor. ARNOLD KATZ: $250K Sale of 1% Interest in Altman to Dubrow Approved ------------------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida authorized Arnold M. Katz's private sale of his 1% interest in Altman Autumn Ridge, LLC to Lowell Dubrow, for $250,000, on the terms and conditions set forth in the Final Sale Order. The sale is free and clear of all liens, claims, encumbrances and interests, with such liens, claims, and encumbrances to attach to the proceeds of the sale. The Debtor will cause the Segregated Trust Proceeds to be deposited in the Debtor's trust account. Piltch's claims and interests, if any, will be preserved in their entirety and the Security Interest will attach to the Segregated Trust Proceeds until further order of the Court is entered determining the validity, extent, and/or priority of Piltch's Loan and Security Interest in the Segregated Trust Proceeds or otherwise ordering the disposition of the Segregated Trust Proceeds. At closing, Altman Autumn Ridge will release the $12,500 to the Debtor's estate less the sum of: (a) $5,004 representing the attorneys' fees incurred by the Company, and (b) all costs including attorneys' fees incurred by the Company in connection with the sale of the Altman Interest provided that the sum of (a) and (b) does not exceed the amount of the Distributions. Arnold M. Katz sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 19-15991) on May 4, 2019. The Debtor tapped Brett D. Lieberman, Esq., as counsel. B SQUARE BURGER: Trustee Seeks to Hire Nelson Mullins as Counsel ---------------------------------------------------------------- Maria Yip, the Chapter 11 trustee for B Square Burger Co., LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Nelson Mullins Broad and Cassel as her legal counsel. The firm will assist the trustee in the administration of the Debtor's bankruptcy estate and will provide other legal services in connection with the Debtor's Chapter 11 case. Michael Lessne, Esq., a partner at Nelson Mullins, attests that he and his firm neither hold nor represent any interest adverse to the estate. The firm can be reached at: Michael D. Lessne, Esq. Nelson Mullins Broad and Cassel 100 S.E. 3rd Avenue, Suite 2700 Ft. Lauderdale, FL 33394 Tel: (954) 764-7060 Fax: (954) 761-8135 Email: michael.lessne@nelsonmullins.com About B Square Burger Co. LLC B Square Burger Co. LLC operates a retail restaurant at 1021 E. Las Olas Blvd, Ft. Lauderdale, Fla. B Square Burger Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10527) on Jan. 15, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. The case is assigned to Judge John K. Olson. Behar, Gutt & Glazer, P.A. is the Debtor's legal counsel. B SQUARE BURGER: Trustee Taps Yip Associates as Financial Advisor ----------------------------------------------------------------- Maria M. Yip, Chapter 11 trustee for B Square Burger Co., LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to retain Kerry-Ann Rin, CPA, and the consulting firm of Yip Associates as financial advisors. The trustee requires Yip Associates to: a. review of all financial information prepared by the Debtor, including but not limited to a review of the Debtor's financial information as of the Petition Date, including, but not limited to examining its assets and liabilities; b. provide financial oversight and prepare reports required by the Bankruptcy Court, the Office of the United States Trustee, the Creditors' Committee and other parties in interest in this Chapter 11 case, including without limitations, monthly operation reports; c. review and analyze the organizational structure of and financial interrelationships among the Debtor's principals, affiliates, and insiders, including a review of the books of such companies or persons as may be required; d. review and analyze transfers to and from the Debtor to third parties, both pre-petition and post-petition; e. attend meetings with the Debtor, creditors, insiders, and associates of such parties,a and with federal, state, and local tax authorities, if requested; f. review the books and records of the Debtor for potential preference payments, fraudalent transfers, or any other matters that the Trustee may request; g. render of any such other assistance in the nature of accounting, financial consulting, or other financial projects as the trustee may deem necessary; and h. prepare of the estate tax returns. The current hourly rates for financial advisors at Yip Associates range from $195 to $500. The current hourly rate of Kerry-Ann Rin, CPA, CIRA, is $350. The current hourly rate for paraprofessioals at Yip Associates is $125. Yip Associate is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached at: Kerry-Ann Rin, CPA, CIRA Yip Associates 2 S. Biscayne Blvd, Suite 2690 Miami, FL 33131 Tel: 305-569-0550 Fax: 1-888-632-2672 About B Square Burger Co. LLC B Square Burger Co. LLC operates a retail restaurant at 1021 E. Las Olas Blvd, Ft. Lauderdale, FLordia. B Square Burger Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10527) on Jan. 15, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. The case is assigned to Judge John K. Olson. Behar, Gutt & Glazer, P.A. is the Debtor's legal counsel. BAGELS N' CREAM: Hires Anthony D. Nini, CPA as Accountant --------------------------------------------------------- Bagels N' Cream LLC seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ an accountant. In an application filed in court, the Debtor proposes to employ Anthony Nini, a certified public accountant, to complete monthly reporting requirements and assist in the preparation of a Chapter 11 plan of reorganization. The hourly rates charged by the accountant's firm are: Owners/Directors $230 - $285 Managers $180 - $200 Senior Associates $100 - $150 Associates $80 - $95 Paraprofessionals $60 - $75 Mr. Nini assures the court that he is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Nini maintains an office at: Anthony D. Nini, CPA 1075 Easton Avenue - Suite 178 Somerset, NJ 08873 Phone 609-216-1273 About Bagels N' Cream Bagels N' Cream, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-29019) on October 7, 2019, estimating under $1 million in assets and liabilities. The Law Offices of Scott E. Kaplan, LLC is the Debtor's bankruptcy counsel. BAGELS N' CREAM: Seeks to Hire Scott E. Kaplan as Attorney ---------------------------------------------------------- Bagels N' Cream LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ the Law Offices of Scott E. Kaplan, LLC as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. analyse financial matters; b. prepare and file necessary documents and pleadings; c. work in conjunction with other professionals to properly develop and present for confirmation a viable, confirmable Chapter 11 plan; and d. present for confirmation a viable, confirmable Chapter 11 plan. The firm charges $325 per hour for the services rendered by Scott Kaplan, Esq., $250 per hour for associate attorneys, and $175 per hour for paralegals. Mr. Kaplan assures the court that his firm is a disinterested person under Section 101(14) of the Bankruptcy Code. The counsel can be reached through: Scott E. Kaplan, Esq. Law Offices of Scott E. Kaplan, LLC 5 South Main Street, PO Box 157 Allentown, NJ 08501 Phone: (609) 259-1112 About Bagels N' Cream Bagels N' Cream, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-29019) on October 7, 2019, estimating under $1 million in assets and liabilities. The Law Offices of Scott E. Kaplan, LLC is the Debtor's bankruptcy counsel. BANNER MATTRESS: Court OKs Appointment of L. Bui as Ch. 11 Trustee ------------------------------------------------------------------ On October 18, 2019, the Court entered an order directing the appointment of a Chapter 11 trustee for Banner Mattress, Inc. The Court has reviewed the Application For Order Approving Appointment of Chapter 11 Trustee filed by Peter C. Anderson, the United States Trustee for the Central District of California, Region 16, on October 23, 2019. Therefore, the Court ordered that: 1. Lynda T. Bui is appointed as the Chapter 11 trustee for the bankruptcy estate of Banner Mattress, Inc. 2. The status conference scheduled for November 5, 2019 is continued to December 3, 2019 at 1:30 p.m. 3. Ms. Bui should attend in person and provide a status report fourteen days prior to the hearing. About Banner Mattress Banner Mattress -- https://bannermattressonline.com/ -- is a family owned and operated California mattress manufacturer and retailer. The Company designs, manufactures, and delivers mattresses directly to consumers. Every Banner mattress is designed and built fora specific sleep comfort need. Banner Mattress sources most of its raw materials from local Southern California manufacturers and suppliers. The Company was founded in 1912 and has more than 15 retail locations. Banner Mattress, Inc., based in Colton, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-13381) on April 22,2019. In the petition signed by CEO Eugene Scorziell, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Scott C. Clarkson oversees the case. Weintrub & Selth, APC, serves as bankruptcy counsel to the Debtor. On May 16, 2019, the Office of the U.S. Trustee appointed the Official Committee of Unsecured Creditors of Banner Mattress. The Committee retained Buchalter, a Professional Corporation, as counsel. BARNEYS NEW YORK: Auction Cancelled; To Pursue Sale to ABG/B. Riley ------------------------------------------------------------------- Barneys New York, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a notice of cancellation of their proposed auction sale of assets. On Aug. 22, 2019, the Court entered an order approving the Debtors' bidding procedures. On Oct. 16, 2019, the Debtors entered into a stalking horse purchase agreement. In the furtherance of a value-maximizing going concern transaction, the Debtors have undertaken and continue to undertake a robust, transparent marketing process pursuant to which they (i) negotiated and accepted a stalking horse bid of more than $270 million from Authentic Brands Group, B. Riley, and certain of their respective affiliates; (ii) extended the bid deadline by 24 hours to facilitate the submission of qualified bids; and (iii) received another bid. The Debtors have determined to cancel the auction under the present facts and circumstances. The Debtors will seek approval of the sale transaction at the sale hearing scheduled to commence on Oct. 31, 2019 at 10:00 a.m. (ET). A copy of the Stalking Horse Agreement is available at https://tinyurl.com/y6z6gu54 from PacerMonitor.com free of charge. The salient terms of the Stalking Horse Agreement are: * Purchasers: ABG-Barneys, LLC and B. Riley Financial,Inc. * Acquired Assets: Substantially all of the Debtors' assets, subject to certain exclusions set forth in the Stalking Horse Purchase Agreement (which may include certain leases). * Purchase Price: Estimated to be approximately $271,400,000in cash. Purchase price is equal to the sum of the DIP Obligations, the Wind Down Amount, the Prepaid Expenses Amount, the Seller Proration Amount, minus the Buyer Proration Amount, the Post-Closing Royalty Payment Amount, the Pre-Closing Royalty Payment Amount, and the Pre-Closing, Proceeds Credit. * Wind Down Amount: $27,000,000, to be advanced by B. Riley from time to time pursuant to the Wind Down Budget. * Bid Protections: The Break-Up Fee and Expense Reimbursement, to the extent both are payable, are equal to three percent of the Purchase Price -- i.e., $8,142,000. * Agency Agreement: The Debtors will enter into an Agency Agreement pursuant to which B. Riley and/or Great American may undertake store closings and monetize inventory and other Acquired Assets. * Fiduciary Out: The Debtors and their respective officers, directors, or members are entitled to take any action, or to refrain from taking any action, to the extent inconsistent with their fiduciary obligations. The Debtors retain the right to terminate the Stalking Horse Purchase Agreement and/or pursue any transaction or restructuring strategy that, in the Debtors’ business judgment, will maximize the value of their estates, subject to the Bid Protections. About Barneys New York Barneys New York -- https://www.barneys.com/ -- is a creative destination for modern luxury retail, entertainment and dining. Barneys is renowned for being a place of discovery for some of the world's leading designers, and for creating the most discerning edit across women's and men's ready-to-wear, accessories, shoes, jewelry, cosmetics, fragrances, and home. Barneys' signature creativity and style comes to life through its innovative concepts and experiences, imaginative holiday campaigns, famed window displays, and exclusive activations. Barneys also operates its iconic restaurants, Freds at Barneys New York, serving an Italian-inspired and contemporary American menu within four of its flagship stores. Barneys New York, Inc., and four affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-36300) in Poughkeepsie, N.Y. The cases are assigned to Judge Cecelia G. Morris. Barneys disclosed $457 million in assets and $377 million in liabilities as of July 6, 2019. The Debtors tapped Kirkland & Ellis LLP as legal advisor, Houlihan Lokey as financial advisor, M-III Partners, L.P. as restructuring advisor, and Katten Muchin Rosenman LLP as conflicts counsel. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent. BAY CLUB OF NAPLES: Case Summary & 19 Unsecured Creditors --------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- The Bay Club of Naples, LLC 19-10116 1001 Tenth Ave. S, Suite 102 Naples, FL 34102 The Bay Club of Naples II, LLC 19-10117 1001 Tenth Avenue South, Suite 102 Naples, FL 34102 Business Description: The Bay Club of Naples, LLC is a Florida limited liability company based in Naples engaged in the business of real estate development. Chapter 11 Petition Date: October 24, 2019 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtors' Counsel: Michael R. Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Tel: (239) 571-6877 E-mail: mike@dallagolaw.com The Bay Club of Naples' Estimated Assets: $10 million to $50 million The Bay Club of Naples' Estimated Liabilities: $10 million to $50 million The Bay Club of Naples II's Estimated Assets: $10 million to $50 million The Bay Club of Naples II's Estimated Liabilities: $10 million to $50 million The petitions were signed by Harry M. Zea, authorized agent. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/flmb19-10116.pdf http://bankrupt.com/misc/flmb19-10117.pdf List of the Debtors' 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Ardent Insurance Trade Debt- $1,349 1004 Collier Center, Way #203 Flood Insurance Naples, FL 34110 2. Bogza, Inc. Trade Debt- $12,500 4145 SW Watson, Ave #460 Video Marketing Beaverton, OR 97005 3. City of Naples Trade Debt- $5,063 Utility Billing Division Water & Sewer 735 8th Street South Naples, FL 34102 4. Collier County Tax Real Estate Taxes $38,479 Collector 3291 E Tamiami Trail Naples, FL 34112 5. Comcast Business Trade Debt- $583 141 NW 16th Street Internet & Cable Pompano Beach, FL 33060-5250 6. Dow Jones/Wall St. Journal Trade Debt- $32,294 PO Box 4137 Media Advertising New York, NY 10261-4137 7. Frank Meak Money Loaned $1,400,000 2631 Palmer Court Naples, FL 34113 8. Frost Metal Framing Trade Debt- Metal $71,670 18101 Glades Farm Road Framing for Interior Estero, FL 33928 of North Building 9. Gray Robinson Legal Service $39,397 Attorneys at Law PO Box 306 Orlando, FL 32802 10. JF Holes CPA, Inc. Trade Debt- $900 2500 Tamiami Trail N, Suite 214 Income Tax Naples, FL 34103 Preparation 11. JW Craft, Inc. Trade Debt- $1,039 329 Enterprise Ave Portable Toilets Naples, FL 34104-4797 12. Old Cove Condo of Naples Trade Debt- $37,554 900 Broad Ave South Condo Association Naples, FL 34102 Dues 13. RGA Design Forensics Trade Debt- $525 600 South Magnolia Ave, State of Emergency Suite 375 Time Frames Research Tampa, FL 33606 14. Robb Report Trade Debt- $24,500 PO Box 376 Media Advertising Newburyport, MA 01950 15. Salvatori Law Trade Debt- $21,707 Office, PLLC Preparation of Newgate Center Condominium 5150 Tamiami Trail North Documents Suite 304 Naples, FL 34103 16. Solimini Enterprise, Inc. Trade Debt - $14,400 153 Dwelley Street Site Maintenance Pembroke, MA 02359 17. Steven Louro Money Loaned $4,100,000 2 Hunters Way Nissequogue, NY 11780 18. Stoft Cooney Architects Trade Debt- $6,498 633 9th Street N, Suite 300 Architectural Naples, FL 34102 Services 19. Williams Scotsman Trade Debt- $4,323 Corporate Operations Job Trailer 901 S Bond Street, Suite 600 Baltimore, MD 21231-3357 BLUE DOG: Seyfarth Wants Close Scrutiny to Insider Funding ---------------------------------------------------------- In response to debtor Blue Dog at 399, Inc.'s request to obtain postpetition financing, Seyfarth Shaw, LLP and Ralph Berman point out that the proposed financing is being provided by an insider -- the Debtor's sole equity holder -- 399 Park Holding, LLC. The Debtor seeks to obtain financing for the primary purpose of continuing its lawsuit against Seyfarth (the "Seyfarth Adversary Proceeding") for legal malpractice allegedly committed by Seyfarth in its role as special litigation counsel in the Debtor's suit against its former landlord (the "BP Adversary Proceeding"). The DIP Motion asserts that the Seyfarth Adversary Proceeding is worth pursuing because (a) it "represents a path to recovery for unsecured claimholders and other stakeholders," and (b) Seyfarth would receive a "windfall" if the claim is not pursued. Seyfarth vigorously disputes both arguments. According to Seyfarth, the Seyfarth Adversary Proceeding only presents a meaningful path to recovery for the Debtor's stakeholders if the Debtor's claim against Seyfarth (the "Litigation Claim") has merit, which it does not. Seyfarth also notes that 399 Park Holding's principal, Robert Powell, is the subject of third party claims brought by Seyfarth in the Seyfarth Adversary Proceeding. Specifically, Seyfarth is asserting claims against Mr. Powell based on his role in causing and/or contributing to any alleged injury incurred by the Debtor in connection with the outcome of the BP Adversary Proceeding. The DIP Motion, according to Seyfarth, represents the latest step in Mr. Powell's long-running, self-interested efforts to use the Debtor as a litigation vehicle for his personal financial enrichment, to Seyfarth's continued detriment. Close scrutiny of the proposed insider financing is especially warranted given Mr. Powell's prior conduct, which, as detailed in the Third Party Complaint, led to Mr. Powell's incarceration and disbarment. Debtor's Response In response, the Debtor notes that Seyfarth is not a creditor of the Debtor. While it does not object to the Debtor's Motion, nor does it have standing to do so, its interest in thwarting the Debtor's effort to obtain post-petition financing is evident. According to the Debtor, Seyfarth's hope is that without financing, the Debtor will be unable to continue zealously prosecuting its pending adversary proceeding against Seyfarth. While this would be a significant boon to Seyfarth, it would come at the expense of the actual creditors in this case whose prospects for recovery are dependent upon the outcome of the action against Seyfarth. While Seyfarth claims to want to bring to the Court's attention information regarding the proposed lender that may be relevant to the Court's decision and cautions against the Debtor accepting financing from the proposed lender, 399 Park Holding, an affiliate of D&D Funding II, LLC (D&D), Seyfarth fails to disclose that the sum of $650,000 that it received during the course of its representation of the Debtor was paid to it by D&D. Seyfarth makes baseless and scurrilous accusations against Mr. Powell, including assertions about how Mr. Powell stands to benefit personally from the litigation. Yet, when Seyfarth willingly accepted hundreds of thousands of dollars in payments from D&D, it did so with full knowledge of Mr. Powell's involvement on behalf of D&D in the Blue Dog case. About Blue Dog at 399 Blue Dog at 399 Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 15-10694) on March 24, 2015. In the petition signed by Elizabeth Slavutsky, sole director and shareholder, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. The Hon. Michael E. Wiles oversees the case. Blue Dog at 399 in June 2018 tapped Otterbourg P.C. as its new legal counsel. Otterbourg replaced Wollmuth Maher & Deutsch LLP, the firm that has represented the Debtor in its Chapter 11 case since 2015. Landlord BP 399 Park Avenue LLC is represented by Menachem J. Kastner, Esq., and Frederick E. Schmidt, Jr., Esq., at Cozen O'Connor, PC. BLUE EAGLE FARMING: Has Until Nov. 15 to Solicit Plan Acceptances ------------------------------------------------------------------ Judge Tamara Mitchell of the U.S. Bankruptcy Court for the Northern District of Alabama extended the exclusive period during which Blue Eagle Farming, LLC and its affiliates can obtain acceptances for their Chapter 11 plan to Nov. 15. About Blue Eagle Farming Blue Eagle Farming and H J Farming are engaged in the business of cattle ranching and farming. Blue Smash Investments operates in the financial investment industry; War-Horse Properties manages companies and enterprises; Eagle Ray Investments and Forse Investments are lessors of real estate while Armor Light, LLC, is engaged in the business of residential building construction. Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018. On June 9, 2018, five Blue Eagle affiliates filed Chapter 11 petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC, Forse Investments LLC, Armor Light LLC, and War-Horse Properties, LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases are jointly administered under Case No. 18-02395. In the petitions signed by Robert Bradford Johnson, general partner of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Tamara O. Mitchell presides over the cases. Burr & Forman LLP is the Debtors' legal counsel. BROOKFIELD SQUARE: Seeks to Hire Wargo & French as Legal Counsel ---------------------------------------------------------------- Brookfield Square Condominium Association, Inc. seeks authority from the U.S. Bankruptcy Court from the Southern District of Florida (Fort Lauderdale) to hire Wargo & French, LLP as its legal counsel effective as of Oct. 2, 2019. Brookfield requires Wargo & French to: (a) advise the Debtor with respect to its powers and duties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (c) take all necessary action and litigation to protect and preserve the Debtor's estate; (d) assist the Debtor in reviewing, estimating and resolving claims asserted against its estate; (e) prepare on behalf of the Debtor all motions, applications, answers, orders, reports and papers necessary to the administration of the estate; (f) attend meetings with third parties and participate in negotiations; (g) appear before the bankruptcy court, any appellate courts and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and (h) advise the Debtor and take all appropriate actions with regard to the City of Lauderhill, Association Financial Services, LC and any person, entity or party involved in those matters. Wargo's current hourly rates are: Kristopher E. Aungst, Esq. $525 Attorneys $295 - $620 Partners $435 - $620 Associate Attorneys $295 - $410 Paralegals $90 - $240 Kristopher Aungst, Esq., a partner at Wargo & French, attests 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: Kristopher E. Aungst, Esq. Michael C. Foster, Esq. WARGO & FRENCH, LLP 201 S. Biscayne Blvd., Suite 1000 Miami, FL 33131 Tel: (305) 777-6000 Fax: (305) 777-6001 Email: kaungst@wargofrench.com mfoster@wargofrench.com About Brookfield Square Condominium Association, Inc. Brookfield Square Condominium Association, Inc. is a Florida not for profit corporation from Lauderhill in Florida, United States. Brookfield Square Condominium filed a voluntary petition in this Court for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 12-34026) on October 5, 2019, listing under $1 million in both assets and liabilities. David W. Langley, Esq. represents the Debtor as counsel. C & F STURM: Seeks to Hire Havkin & Shrago as Counsel ----------------------------------------------------- C & F Sturm, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Havkin & Shrago, Attorneys At Law as its legal counsel. C & F Sturm requires Havkin & Shrago to: (1) represent the Debtor at its initial interview; (2) represent the Debtor at its meeting of creditors pursuant to Bankruptcy Code; (3) represent the Debtor at all hearings before the bankruptcy court; (4) prepare on behalf of the Debtor all necessary applications, motions, orders and other legal papers; (5) advise the Debtor regarding matters of bankruptcy law, including its rights and remedies with respect to its assets and the claims of its creditors; (6) represent the Debtor with regard to all contested matters; (7) represent the Debtor with regard to the preparation of a disclosure statement and the negotiation, preparation and implementation of a plan of reorganization; (8) analyze any secured, priority or general unsecured claims that have been filed in the Debtor's bankruptcy case; (9) negotiate with the Debtor's secured and unsecured creditors regarding the amount and payment of their claims; (10) object to claims as may be appropriate; and (11) perform all other legal services for the Debtor as may be necessary other than adversary proceedings, which would require a further written agreement. Havkin & Shrago will be paid at these hourly rates: Stella Havkin $425 David Jacob $375 Havkin & Shrago will be paid a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stella Havkin, Esq., a partner at Havkin & Shrago, Attorneys At Law, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Havkin & Shrago can be reached at: Stella Havkin, Esq. Havkin & Shrago, Attorneys At Law 20700 Ventura Blvd. Ste. 328 Woodland Hills, CA 91364 Tel: (818) 999-1568 Fax: (818) 305-6040 Email: stella@havkinandshrago.com About C & F Sturm C & F Sturm LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Single 101(51B)). It is the 100 percent owner of property lots 511 and 515 in Las Vegas Blvd., Las Vegas, with an appraised value of $1.5 million. C & F Sturm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-21593) on Oct. 1, 2019. At the time of the filing, the Debtor disclosed $1,500,500 in assets and $126,488 in liabilities. The case is assigned to Judge Ernest M. Robles. The Debtor is represented by Stella A. Havkin, Esq., at Havkin & Shrago Attorneys at Law. CAH ACQUISITION 6: Sale Proceeds to Fund Liquidating Plan --------------------------------------------------------- Thomas W. Waldrep, Jr., Chapter 11 trustee for CAH Acquisition Company 6, LLC, submitted a disclosure statement pursuant to Section 1125 of the Bankruptcy Code in connection with the solicitation of votes to accept or reject his Amended Chapter 11 Plan of Orderly Liquidation, dated October 17, 2019. The Debtor owns I-70 Community Hospital, a for-profit 15-bed hospital and rural health clinic located at 105 Hospital Drive, Sweet Springs, Missouri. The Plan provides for the disposition of substantially all the Debtor's assets through a sale under Section 363 of the Bankruptcy Code by public auction, coordinated by the Investment Bank and including the concurrent auction of the six other Debtor Affiliates, as defined in the Plan. The Debtor's Assets to be sold include any real property, the physical plant, the equipment, any provider agreements, outstanding cost reports, any licenses, and any other personal property, including fixtures, of the Debtor The following Classes are impaired under the Plan and entitled to vote: * Class 2 (First Liberty Secured Claim) * Class 3 (Sun Finance/Shareholders Secured Claim) * Class 5 (General Unsecured Claims) * Class 6 (Convenience Claims) * Class 7 (Equity Interests) The Plan provides that all funds realized from the collection and liquidation of the Debtor's assets will be paid to creditors on account of their allowed claims in accordance with the distributive priorities of the Bankruptcy Code and the Plan. The Plan will be implemented by establishing a litigation trust that will be administered by the Litigation Trustee. On the Effective Date, the Debtor's Assets, including the D&O Claims, Tort Claims, Insurance Policy Claims, and rights in and proceeds of any related Insurance Policies, will be transferred to the Litigation Trust for the benefit of Holders of Allowed Claims. Thereafter, the Litigation Trustee will be responsible for liquidating the Assets, including the pursuit and resolution of any Causes of Action and making distributions to Holders of Allowed Claims in accordance with the terms of the Plan. A full-text copy of the Disclosure Statement dated Oct. 17, 2019, is available at https://tinyurl.com/yxnhaogb from PacerMonitor.com at no charge. Co-Counsel for the Chapter 11 Trustee Thomas W. Waldrep, Jr. (NC State Bar No. 11135) James C. Lanik (NC State Bar No. 30454) Jennifer B. Lyday (NC State Bar No. 39871) Francisco T. Morales (NC State Bar No. 43079) 101 S. Stratford Road, Suite 210 Winston-Salem, North Carolina 27104 Tel: 336-717-1440 Fax: 336-717-1340 Email: notice@waldrepllp.com About CAH Acquisition Company 6 CAH Acquisition Company 6, LLC d/b/a I-70 Community Hospital, owns a for-profit 15-bed hospital and rural health clinic located at 105 Hospital Drive, Sweet Springs, Missouri. CAH Acquisition Company 6 sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-01300) on March 14, 2019. Affiliates of the Debtor simultaneously filed voluntary Chapter 11 petitions. The Hon. Joseph N. Callaway is the case judge. SPILMAN THOMAS & BATTLE, PLLC, is the Debtors' counsel. On March 15,2019, Thomas W. Waldrep, Jr., was appointed as Chapter 11 Trustee for the Debtors. The Trustee's own firm, WALDREP LLP, serves as counsel in the Chapter 11 cases. CAMBRIAN HOLDING: Exclusivity Period Extended Until Feb. 14 ----------------------------------------------------------- Judge Gregory Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky extended the period during which only Cambrian Holding Company, Inc. and its affiliates can file a Chapter 11 plan to Feb. 14, 2020. The companies can solicit acceptances for the plan until April 13, 2020. 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. CAPITAL RESTAURANT: Seeks to Hire Rountree Leitman as Legal Counsel ------------------------------------------------------------------- Capital Restaurant Group, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia (Atlanta) to hire Rountree, Leitman & Klein, LLC as its legal counsel. The Debtor requires Rountree to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the management of its property; b. prepare on behalf of the Debtor as Debtor-in-Possession necessary schedules, applications, motions, answers, orders, reports, and other legal matters; c. assist in examination of the claims of creditors; d. assist with the formulation and prepare of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and e. perform all other legal services for Debtor as Debtor-in-Possession that may be necessary. Rountree Leitman's standard hourly rates are: William Rountree Attorney $425 David Klein Attorney $350 Hal Leitman Attorney $270 Alexandra Dishun Attorney $395 Benjamin R. Keck Attorney $295 Darius Lamonte Law Clerk $200 Sharon Wenger Paralegal $120 Catherin Smith Paralegal $120 Megan Winokur Paralegal $120 Yasmi Alamin Paralegal $120 The Debtor paid a retainer of $30,000 to Rountree Leitman on September 4, 2019, and additional retainer of $40,283.00 on October 3, 2019. William Rountree, Esq., a partner at Rountree Leitman, attests that his firm has no connection with the creditors or any other "party in interest." The firm can be reached through: William A. Rountree Rountree, Leitman & Klein, LLC 2800 North Druid Hills Road Building B, Suite 100 Atlanta, GA 30329 Phone: (404) 584-1244 Fax : (404) 581-5038 Email: wrountree@randllaw.com About Capital Restaurant Group, LLC Based in Atlanta, Georgia, Capital Restaurant Group, LLC, filed a voluntary petition in this Court for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-65910) on October 10, 2019, listing under $1 million in both assets and liabilities. Benjamin Keck at Rountree, Leitman & Klein, LLC, represents the Debtor as counsel. CARROUSEL THERAPY: Case Summary & 11 Unsecured Creditors -------------------------------------------------------- Debtor: Carrousel Therapy Center Corporation 3201 Budinger Ave. Saint Cloud, FL 34769 Business Description: Carrousel Therapy Center Corporation -- https://www.carrouseltherapycenter.com -- offers interdisciplinary and centralized pediatric therapies and behavioral health services for children, adults, and families. Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Case No.: 19-07009 Debtor's Counsel: Aldo G. Bartolone, Jr., Esq. BARTOLONE LAW, PLLC 1030 North Orange Avenue, Suite 300 Orlando, FL 32801 Tel: (407) 294-4440 Fax: (407) 287-5544 E-mail: aldo@bartolonelaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dalis M. Rivera, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-07009.pdf CEDAR HAVEN: Seeks to Extend Exclusivity Period to Feb. 28 ---------------------------------------------------------- Cedar Haven Acquisition, LLC requests the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods during which only the company may file a chapter 11 plan and solicit acceptances through Feb. 28, 2020, and April 28, 2020, respectively. The requested extension, if granted, will provide Cedar Haven and its advisors the opportunity to complete its marketing process and once concluded fully negotiate, confirm and implement the terms of a chapter 11 plan for the distribution of assets to creditors. During the short period it has been operating under the protection of chapter 11, Cedar Haven has made significant and material progress in administering its Chapter 11 Case. The company has, among other things, (i) negotiated and obtained Court approval of the Debtor's postpetition financing credit facility; (ii) initiated a marketing process; (iii) prepared and filed the Debtor's Schedules of Assets and Liabilities and Statements of Financial Affairs; (iv) prepared and filed the Debtor's monthly operating reports; (v) established bar dates for creditors to file proofs of claim; (vi) retained Debtor's professionals; (vii) established procedures for the retention of ordinary course professionals; (viii) addressed, and resolved in a timely manner, challenges related to the Debtor's business and the chapter 11 efforts; and (ix) responded to creditor inquiries. In addition, Cedar Haven has worked diligently to inform and involve the Committee in this Chapter 11 Case, including providing documents in a data room for the benefit of the Committee and potential purchasers. The company intends to continue to consult and work cooperatively with the Committee on all major issues, including developing a plan. The company believes that extension of the Exclusive Periods will afford the key parties-in-interest time to negotiate a potential plan structure and prepare a draft plan in advance of the proposed extended Exclusive Periods. About Cedar Haven Acquisition Cedar Haven Acquisition, LLC -- https://cedarhaven.healthcare/ -- is a licensed skilled nursing facility located in Lebanon, Pa., that offers professionally supervised nursing care and related medical and health services to persons whose needs are such that they can only be met in a nursing facility on an inpatient basis because of age, illness, disease, injury, convalescence or physical or mental infirmity. It was formed in 2014 through the sale of Cedar Haven Healthcare Center by the Lebanon County Commissioners to Cedar Haven. Cedar Haven Acquisition and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 19-11736) on Aug. 2, 2019. At the time of the filing, Cedar Haven Acquisition estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Christopher S. Sontchi. William E. Chipman Jr., Esq., at Chipman Brown Cicero & Cole, LLP, represents the Debtors. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 20 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Cedar Haven Acquisition, LLC and its affiliates. CLOUD PEAK: Sale of Substantially All Assets to NTEC Closed ----------------------------------------------------------- Cloud Peak Energy, Inc. and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of closing of sale of substantially all assets to Navajo Transitional Energy Co., LLC ("NTEC") on Oct. 24, 2019. On May 13, 2019, the Debtors filed a motion seeking approval of bidding procedures. On June 13, 2019, the Court approved the bidding procedures. On Aug. 15, 2019, the Debtors commenced the auction with respect to the assets at the offices of Morrison Foerster LLP, 250 West 55th Street, New York, NY 10019. On Aug. 16, 2019, the Debtors selected NTEC as the winning bidder. On Aug. 19, 2019, the Court approved the sale to NTEC. The sale closed on Oct. 24, 2019. As reported in the TCR, Navajo's winning bid consisted of, among other things, the following components of consideration: * $15,700,000 in cash; * $40 million notes secured by a first lien on all assets of the Debtors and NTEC, but subordinated to collateral for certain permitted senior lien debt (not to exceed $120 million); additionally, the collateral for the $40 million notes will exclude any collateral pledged to a certain Arizona Public Service Company promissory note, as long as this note remains outstanding (the "Purchaser Take-Back Notes"); * a $0.15/ton royalty, payable quarterly for a period of five years, on all tons produced and sold at the Antelope and Spring Creek mines and on all tons produced and sold in excess of 10 million tons per year at the Cordero Rojo mine (the "Royalty Interest"); * assumption of pre- and post-petition non-income tax liabilities and coal-production related royalties projected to be approximately $91.01 million as of October 31, 2019; * assumption of $20 million of post-petition accounts payable; * agreement that the Debtors will retain all pre-closing cash on hand, accounts receivable, cash collateral securing letters of credit, and future AMT tax refunds; and * cash to fund approximately $1.019 million in cure costs. NTEC is a wholly owned limited liability company of the Navajo Nation that is focused on being a reliable, safe producer of coal while diversifying the Navajo Nation's energy resources to create economic and environmental sustainability for the Navajo people. About Cloud Peak Energy Cloud Peak Energy Inc. -- http://www.cloudpeakenergy.com/-- is coal producer headquartered in Gillette, Wyo. It mines low sulfur, subbituminous coal and provides logistics supply services. Cloud Peak owns and operates three surface coal mines and owns rights to undeveloped coal and complementary surface assets in the Powder River Basin. It is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in assets and $634,982,000 in liabilities as of the bankruptcy filing. The cases are assigned to Judge Kevin Gross. The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards, Layton & Finger, P.A. as local counsel; Centerview Partners LLC as investment banker; FTI Consulting Inc. as operational advisor; and Prime Clerk LLC as claims and noticing agent. COLLEGE OF NEW ROCHELLE: RBS Citizens Wants Right to Credit Bid --------------------------------------------------------------- RBS Citizens, N.A. submits reservation of rights with respect to the motion filed by Debtor The College of New Rochelle for entry of an order approving bidding procedures related to the sale of its campus in Westchester County, New York. Pursuant to various prepetition credit agreements and related documents, the Debtor is indebted to Citizens in a principal amount not less than $31,985,330. The Citizens Indebtedness is secured by various properly perfected, valid, and enforceable liens in certain of the Debtor's real and personal property. The Debtor has informally agreed to include language in the final Bidding Procedures that permits prepetition secured creditors to credit bid at the Sale. Citizens reserves all of its rights to participate in the Sale, including the right to submit a bid comprised in whole or in part of a credit bid pursuant to 11 U.S.C. Sec. 363(k) based on the Citizens Indebtedness and the Citizens Liens. RBS Citizens is represented by: DRINKER BIDDLE & REATH LLP Michael P. Pompeo, Esq. 1177 Avenue of the Americas, 41st Floor New York, New York 10036-2714 Telephone: (212) 248-3140 Facsimile: (212) 248-3141 About the College of New Rochelle Founded by the Ursuline Sisters in 1904, The College of New Rochelle comprises four schools: the school of arts & sciences, the school of nursing & healthcare professions, the graduate school and the school of new resources for adult learners. CNR provided education to underprivileged and first-generation college students at its historic home in New Rochelle, Westchester County, New York. The College expanded to operate satellite campuses at five other locations in the Bronx, Brooklyn, Harlem and Yonkers. The College of New Rochelle shut operations in August 2019 and, on Sept. 20, 2019, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-23694) in White Plains, New York. In the petition signed by Mark Podgainy, interim chief restructuring officer, the Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Robert D. Drain is the case judge. The Debtor tapped CULLEN & DYKMAN, LLP as bankruptcy counsel; HOGAN MARREN BABBO & ROSE, LTD., as regulatory counsel. GETZLER HENRICH & ASSOCIATES is the restructuring advisor. A&G REALTY PARTNERS and B6 REAL ESTATE ADVISORS are marketing the Debtor's assets. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. COOL HOLDINGS: Holders Convert $9.6 Million Debt Into Equity ------------------------------------------------------------ On Oct. 21, 22, 23 and 24, 2019, Cool Holdings, Inc. entered into amendment agreements with various debt holders to convert the outstanding aggregate principal amount of $8,964,450 of convertible notes and promissory notes held by the Holders, and $637,787 of interest accrued thereon, into shares of common stock of the Company at a conversion price of $0.51 per Equity Security. The Holders that entered into Amendments with the Company consist of holders of: (i) a principal amount of $183,334 pursuant to 0% senior convertible notes issued in January 2018; (ii) a principal amount of $2,100,000 pursuant to 12.0% unsecured convertible notes issued in October 2018; (iii) a principal amount of $820,000 pursuant to Convertible Notes issued in November 2018; (iv) a principal amount of $1,600,000 pursuant to Convertible Notes issued in May 2019; (v) a principal amount of $175,000 pursuant to Convertible Notes issued in July 2019; (vi) a principal amount of $175,000 pursuant to Convertible Notes issued in August 2019; (vii) a principal amount of $1,500,000 pursuant to Convertible Notes issued in September 2019; and (viii) a principal amount of $2,411,116 pursuant to 4.02% and 8.0% promissory notes issued in April 2018 and September 2018, respectively. In total, the Amendments have resulted in the conversion of $9,602,237 of indebtedness into 18,827,934 Equity Securities. The Amendments also amended the exercise price of certain existing warrants held by Holders to $0.51 per share, and further adjusted the number of those Existing Warrants outstanding to be equal to the outstanding principal amount of the debt held by each Holder, divided by the Conversion Price. Additionally, under the Amendment, where Holders did not otherwise have Existing Warrants of the Company, or such Existing Warrants were cancelled, those Holders were issued such number of warrants to purchase Equity Securities or shares of preferred stock, as applicable. The New Warrants are exercisable for three-years at the Conversion Price, as is equal to the outstanding aggregate principal amount of debt held by such Holder, divided by the Conversion Price. About Cool Holdings Cool Holdings, Inc., formerly known as InfoSonics Corporation -- http://www.coolholdings.com/-- is a Miami-based company currently comprised of OneClick, a chain of retail stores and an authorized reseller under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs and Cooltech Distribution, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands. Cool Holdings reported a net loss of $27.27 million for the year ended Dec. 31, 2018, compared to a net loss of $7.54 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $13.24 million in total assets, $21.47 million in total liabilities, and a total stockholders' deficit of $8.23 million. Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. COTTAGE CAR: Postpones Disclosure Statement, Cash Hearing --------------------------------------------------------- Debtor Cottage Car Wash, LLC, moved the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, for a continuation, to the next available date, of the hearings scheduled for Oct. 23, 2019, on the motion of Debtor to approve disclosure statement and authority to use cash collateral. As grounds, the Debtor's counsel, David B. Madoff of Madoff & Khoury LLP, states that the Court initially continued these matters for October 23, 2019, but counsel has his Chapter 7 Trustee rotation on that day and is unable to attend. About Cottage Car Wash Based in Norfolk, Massachusetts, Cottage Car Wash, LLC, filed a voluntary Chapter 11 petition (Bankr. D. Mass. Case No. 19-11013) on March 28, 2019. In the petition signed by Michael Brabants, manager, the Debtor had total assets of $2,200,000 and total liabilities of $1,674,366. The case is assigned to Hon. Melvin S. Hoffman. The Debtor's counsel is David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, in Foxborough, Massachusetts. CREATIVE GLOBAL: Unsecured Claims to Get 50% Equity in Plan ----------------------------------------------------------- Creative Global Investment Inc., CGI Paramount LLC, and CGI Gaju LLC filed a Joint Chapter 11 Plan of Reorganization. Pursuant to the Plan, the Reorganized CGI will continue to service each of its secured debts and general vendor obligations of all stores in accordance with their respective contracts and loan obligations as modified under the Joint Plan. The balance of the general unsecured claims, excluding subordinated unsecured debt under 11 U.S.C. Section 510(b), will convert into 50% equity in the Reorganized Debtor. The subordinated debt and all equity interests will be cancelled and extinguished with no distribution under the Plan. Upon the Effective Date of the Plan, the bankruptcy estates of CGI, CGI Gaju and CGI Paramount and the three nondebtor operating affiliates will be deemed substantively consolidated for all purposes, including, without limitation, for administration of assets as well as distribution to creditors under the Joint Plan, and will result in a single entity under the Reorganized CGI name. The sources of money earmarked to pay creditors and interest-holders: a. The Debtors' combined cash on hand as of the Effective Date of the Plan. b. Future earnings from continued operations of the Reorganized CGI. c. "New value" contribution from Jeffrey Lee, son of Mr. Lee, for the purchase of 50% equity interest in the Reorganized CGI. CGI's bankruptcy filing was necessitated primarily by litigation commenced against CGI and its principal, Mr. Lee, by an individual named Bryan Song, who owns a minority equity interest in the Subsidiary Debtors. That action, entitled Bryan J. Song v. Creative Global Investment Inc., is pending before the Los Angeles Superior Court and bears the case number BC638221, and is purported to be a shareholder derivative suit on behalf of the Subsidiary Debtors. Payments proposed under the Plan are: * Class 1 - Allowed Secured Claim of Bank of Hope (f/k/a Wilshire State Bank) (CGI obligation). Total amount of $49,764.84 plus interest from the Effective Date at 9.5% per annum. On the Effective Date, creditor will receive a payment of $5,000. Creditor shall receive payments of $2,150.00 each on the 30th and 60th day after the Effective Date. Thereafter, creditor shall receive payments of $6,450.00 per quarter through October 1,2021 until the obligation is paid in full. * Class 2 - Allowed Secured Claim of Boston Private Bank & Trust Company (Gaju obligation). Total amount of $97,500 plus interest from the Effective Date at 7.5% per annum. Year 1 - $8,426.00 per quarter; Year 2 - $9,192.00 per quarter; Year 3 - $9,192.00 per quarter; Year 4 – final payment of $3,064.00 in first quarter until loan is fully repaid. * Class 3 - Allowed Secured Claim of Boston Private Bank & Trust Company (Paramount obligation). Total amount of $97,000 plus interest from the Effective Date at 7.5% per annum. Year 1 - $8,315.00 per quarter; Year 2 - $9,071.00 per quarter; Year 3 - $9,9071.00 per quarter; Year 4 – final payment of $3,024.00 in first quarter until loan is fully repaid. * Class 5 - Allowed General Unsecured Claims of Lenders. Total amount of claims estimated to be approximately $4.3 million. On the Effective Date, 100% of allowed claims shall be converted into 50% equity in the Reorganized Debtor, which 50% equity shall be allocated on a pro-rata basis to the holders of Class 5 Allowed Claims. * Class 6 - Subordinated Claim Under 11 U.S.C. 510(b) (disputed). Amount of claim estimated to be $900,000. Class 6 claim holder(s) shall not receive any distribution under the Plan and, therefore, deemed to have rejected the Plan. * Class 7 - Intercompany Claims among Debtors. Approx. $20,000. Class 7 claim holder(s) will not receive any distribution under the Plan and, therefore, deemed to have rejected the Plan. * Class 8 - CGI's Equity Interests in Operating Affiliates. On the Effective Date, concurrently with substantive consolidation of the Operating Affiliate into CGI, Class 8 equity interest will be terminated and extinguished and there will be no distribution under the Plan on account of such equity interests. * Class 9 - Equity Interests in CGI. On the Effective Date, Class 9 equity interest in CGI will be terminated and extinguished and there will be no distribution under the Plan on account of such equity interests. On the Effective Date, the Plan pays the amount of $201,509, which is comprised of the approximately $195,000 needed to pay administrative claims, $5,000 payable to creditors in class 1 plus initial payment of $1,508.61 to Franchisor as cure. The Effective Date is projected to occur on or about Feb. 1, 2020. As of the filing of this document, the Reorganized CGI is projected to have cash on hand of approximately $150,000 by the Effective Date. Not later than 14 days prior to Plan Confirmation hearing, Jeffrey Lee will deposit $150,000 "new value" contribution in LNBYB's trust account. The fair market value of all assets equals approximately $465,000. Secured liabilities total approximately $250,000 and unsecured liabilities, including the administrative claims of professionals, are approximately $5.5 million. A hearing to consider approval of the Disclosure Statement is scheduled for Dec. 11, 2019, at 9:00 a.m. A full-text copy of the Disclosure Statement dated Oct. 18, 2019, is available at https://tinyurl.com/y47b87p7 from PacerMonitor.com at no charge. About Creative Global Investment Creative Global Investment Inc. is a privately held company engaged in financial investment activities. Creative Global Investment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13044) on March 20, 2019. At the time of the filing, the Debtor disclosed $36,691 in assets and $5,388,873 in liabilities. The case has been assigned to Judge Sandra R. Klein. Levene, Neale, Bender, Yoo & Brill LLP is the Debtor's legal counsel. D&M CAPITAL: Given Until Jan. 23 to Exclusively File Plan --------------------------------------------------------- Judge Shelley Chapman of the U.S. Bankruptcy Court for the Southern District of New York extended the period during which only The D&M Capital Group, LLC can file a Chapter 11 plan to Jan. 23, 2020. The company can solicit acceptances for the plan until March 23. The D&M Capital Group LLC The D&M Capital Group, LLC, which owns and operates a jewelry, luggage, and leather goods store, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-11711) on May 28, 2019. In the petition signed by Moty Spector, manager, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Robert Leslie Rattet, Esq., at Rattet PLLC, represents the Debtor as counsel. DASEKE COMPANIES: Moody's Lowers CFR to B2, Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded the ratings of open deck truck carrier Daseke Companies, Inc., including the corporate family rating to B2 from B1, the probability of default rating to B2-PD from B1-PD and the senior secured rating to B2 from B1. The speculative grade liquidity rating is maintained at SGL-3. The ratings outlook is negative. RATINGS RATIONALE The ratings reflect Daseke's challenges in establishing a corporate structure that effectively manages the company's large number of largely individually operated and separately branded trucking companies, while generating attractive margins and returns. These challenges are exacerbated by governance risks posed by the current lack of a permanent CEO and CFO. Moody's expects EBITA margins of only 1.7% in 2019. EBITA margins are likely to improve to a still modest 3% in 2020, aided by a step-down in depreciation and the implementation of a cost restructuring plan. The ratings also consider the company's position as a leading provider of open deck transportation and logistics services, the generally well-established operational track record of Daseke's group companies and the company's moderate financial leverage. Moody's expects debt/EBITDA to be just below 4 times in 2019, improving to 3.6 times in 2020. Although leverage is moderate, the company is exposed to end-markets that are correlated with cyclical industrial production and construction spending in North America. As an operator of heavy-duty trucks with diesel engines, Daseke is also exposed to the environmental risk that emission regulations will become more stringent, which could result in higher engine costs. Liquidity is adequate (SGL-3). Moody's expects that free cash flow will be about break-even in 2019, increasing to around $25 million in 2020. Free cash flow is calculated including fleet investments funded through equipment loans but excluding proceeds from the sale of used vehicles. The availability under Daseke's $100 million revolving credit facility is approximately $85 million. The $500 million senior secured term loan due 2024 is rated B2, the same level as the corporate family rating. This reflects the very high proportion of secured debt in the company's capital structure, comprising the asset-based revolving credit facility, the senior secured term loan and equipment loans that are secured by newly purchased tractors. Considering the respective collateral of the secured debt, the recovery rate of the revolving credit facility would be highest, but there is no material differentiation in recovery rate at this point between the term loan and equipment loans. The negative outlook reflects the uncertainty regarding Daseke's ability to effectively manage a large number of individually operated and separately branded trucking companies at a time of weakening transportation demand from the industrial sector. The ratings could be upgraded if Daseke demonstrates EBITA margins that are consistently above 5% and that (RCF-capex)/debt is at least 5%, taking into account fleet investments funded through equipment loans. Debt/EBITDA maintained at less than 4 times and (FFO+interest)/interest of at least 4 times are also important considerations for an upgrade. The ratings could be downgraded if Moody's expects that Daseke is unable to improve its EBITA margin to at least 3%, or that free cash flow is not consistently positive, taking into account fleet investments funded through equipment loans. The ratings could also be downgraded if Moody's expects that debt/EBITDA increases to 5 times or more, or that (FFO+interest)/interest decreases to 3 times or less. The ratings could also be pressured if Daseke resumes its acquisition strategy at a time when the company has yet to demonstrate it can consistently achieve EBITA margins of at least 3%. Downgrades: Issuer: Daseke Companies, Inc. Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Senior Secured Bank Credit Facility, Downgraded to B2 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: Daseke Companies, Inc. Outlook, Remains Negative The principal methodology used in these ratings was Surface Transportation and Logistics published in May 2019. Daseke Companies, Inc., headquartered in Addison, TX, is a leading provider of open deck transportation and logistics services and a direct subsidiary of Daseke, Inc., a company listed on NASDAQ Capital under the ticker "DSKE". Revenues for the last 12 months ended June 30, 2019 were $1.8 billion. DATTA MANGLAM: Given Until Oct. 31 to Exclusively File Plan ----------------------------------------------------------- Judge Eduardo Rodriguez of the U.S. Bankruptcy Court for the Southern District of Texas extended the period during which only Datta Manglam Hospitality, LLC can file a Chapter 11 plan of reorganization and disclosure statement to Oct. 31. About Datta Manglam Hospitality Datta Manglam Hospitality, LLC, owns a hotel located at 3334 S. US 77, Kingsville, Texas, valued by the company at $343,160. Datta Manglam Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31726) on March 29, 2019. At the time of the filing, the Debtor disclosed $414,335 in assets and $1,096,519 in liabilities. The case is assigned to Judge Eduardo V. Rodriguez. The Law Office of Margaret M. McClure is the Debtor's counsel. DIJA HOLDINGS: Plan Outline Hearing Set for Nov. 26 --------------------------------------------------- Dija Holdings filed its Plan of Reorganization Disclosure Statement pursuant to Bankruptcy Rule 3016(b) on Oct. 16, 2019. A hearing for approval of the Disclosure Statement will commence on Tuesday, Nov. 26, 2019 at 10:30 a.m. If there are objections, it must be filed at the Clerk's Office, United States Bankruptcy Court no later than Nov. 19, 2019 with a copy served on the attorney for the debtor, the trustee (if any) and all other interested parties. The proposed plan of reorganization is based upon the Debtor's desire to pay its creditors. Creditors will be paid in installments, until paid in full with interest. Unsecured creditors will be paid in full on the principal balance of $114,066 over 60 months with the Federal Judgment Rate of interest in monthly installments commencing on the Effective Date. A copy of the Disclosure Statement is available at https://is.gd/yGHxkO from PacerMonitor.com free of charge. About Dija Holdings Dija Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.D. Case No. 19-30408) on July 18, 2019. In the petition signed by Jason Gillen, managing member, Dija Holdings was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Shon Hastings. Dija Holdings is represented by Patten, Peterman, Bekkedahl & Green PLLC. No official committee of unsecured creditors has been appointed in the Chapter 11 case. DONNA J. NEELY: Court Narrows Beneficiaries' Claims --------------------------------------------------- Debtor Donna Neely filed an objection to the unsecured claim asserted by four of her five adult children in her voluntarily converted chapter 11 case. The Claimants are contingent beneficiaries of certain family trusts and limited partnerships in which Donna now serves as the principal. The siblings assert in this bankruptcy that Donna owes them for breach of her fiduciary duties as trustee and as general partner. Upon analysis, Bankruptcy Judge Thomas M. Lynch sustained in part and overruled in part the Debtor's objection. A claim for which proof is properly filed is deemed allowed unless a party-in-interest objects, according to Judge Lynch. While the Debtor does not specify the statutory ground for her objection, she appears to rely on 11 U.S.C. section 502(b)(1) which authorizes the court to determine if the claim objected to "is unenforceable against the debtor and property of the debtor, under any agreement or applicable law for a reason other than because such claim is contingent or unmatured." The Debtor raises three general arguments in her objection: 1. She argues that Mark Neely "does not have standing, as a contingent beneficiary to bring an action against the general partner of the Neely partnership." 2. She asserts that any claims he may have against the Debtor are derivative. 3. She contends that "the powers granted to the Debtor under the Neely partnership agreement negate any claims of breach of fiduciary duty, and Donna Neely does not have a duty of loyalty to the trust or its beneficiaries." Alternatively, she argues that "the claims as stated are all unliquidated and contingent and are based upon pure speculation and should be disallowed." To succeed in a claim for breach of fiduciary duty, the Court says a claimant must prove: "(1) a fiduciary duty exists; (2) the fiduciary duty was breached; and (3) the breach proximately caused the injury of which the plaintiff complains." Ball v. Kotter, 723 F.3d 813, 826 (7th Cir. 2013). A proof of claim executed and filed in accordance with the Bankruptcy Rules "shall constitute prima facie evidence of the validity and amount of the claim." Once a creditor has filed a claim of prima facie validity, as the Claimants have done here, the "court must allow the claim unless a party in interest objects and produces evidence sufficient to rebut the claim." The Debtor's first argument -- that the Claimants do not have standing because their interests in the trust are only contingent and because the powers granted Donna under the Trust Documents "negate" any fiduciary duty she might otherwise owe them -- is inconsistent with Seventh Circuit precedent. In Scanlan v. Eisenberg, 669 F.3d 838 (7th Cir. 2012), the court held that under Illinois law neither a trustee's discretion nor the contingent nature of a beneficial interest in a trust deprives a beneficiary of standing to sue for breach of fiduciary duty to protect a trust corpus. "[L]ike an ordinary beneficiary, a discretionary beneficiary has an equitable interest in the trust property." The Debtor cites to a 1991 Illinois decision, In re Estate of Halas, 209 Ill.App.3d 333 (1991), to argue that Donna owes no duty of loyalty to the trust or its beneficiaries under the Trust Documents. But Halas suggests no such result, according to Judge Lynch. The appellate court simply held that where a will or trust expressly waives the duty of undivided loyalty, the trustee's conflict in interest will not in itself result in a breach of duty. Under Illinois law, the powers of the Debtor as trustee are not unfettered and Donna remains bound by a duty of loyalty to the trust and its beneficiaries notwithstanding the wide discretion given her to make distributions and to alter the status of the other beneficiaries. Thus, the Claimants have standing to assert their claim for breach of this duty as contingent beneficiaries. The Debtor rests much of her substantive objection upon the terms of the various Trust Documents together with the Partnership Agreement. The Claimants do not challenge the validity, effectiveness or completeness of these instruments or otherwise dispute the court receiving them into evidence. In the narrative summary attached to their Proof of Claim, the Claimants identify several categories of assets transferred or distributed prepetition. But except for the transfer of the partnership interests, they have not met their burden to prove that the actions at issue violated the terms of the Trust Documents and Partnership Agreement and established that their fiduciary duty claim in fact is allowable. The Claimants have not presented evidence to meet the Debtor's objection or offered evidence to show that the funds in the National Bank & Trust account were transferred or distributed by Donna contrary to the terms of the Trust Documents and in violation of Donna's fiduciary duty. Thus, the Court says, the Debtor's objection as it relates to this portion of Claim 15-1 must be sustained. The Claimants similarly present little beside conjecture regarding the alleged dissipation of funds held in the trust's account at PNC Bank. They state that the account was opened in September 2013 and furnish a bank statement for the month ending October 24, 2015 that disclosed "initial deposits of $88,000, with almost $80,000 going out within the same month."13 The Claim narrative goes on to state that it "is unknown where this money went." Based on the evidence presented, the court will estimate the Claimants' total claim to be $282,269.03, which is 80% of the value of the Harry Neely Trust's partnership interests in the Neely Limited Partnership at the time those interests were transferred by the Debtor. Accordingly, Claim 15-1 will be allowed in the amount of $282,269.03 and the remainder of the claim will be disallowed. The Claimants' post-hearing request for leave to now conduct third-party discovery and to amend Claim 15-1 is denied. A copy of the Court's Memorandum Opinion dated Sept. 30, 2019 is available at https://bit.ly/2J7O6l1 from Leagle.com. Donna J. Neely, Debtor, represented by Richard G. Larsen , Springer Larsen Greene, LLC. Patrick S Layng, U.S. Trustee, represented by Mary R. Jensen , U.S. Dept of Justice - Office of the U.S. The bankruptcy case is in re: Donna J. Neely Chapter 11, Debtor, Bankruptcy No. 18-81432 (Bankr. N.D. Ill.). DOYLESTOWN HOSPITAL: Moody's Rates Proposed 2019A/B Bonds 'Ba1' --------------------------------------------------------------- Moody's Investors Service assigned a Ba1 to Doylestown Hospital's proposed $55.9 million Doylestown Hospital Revenue Bonds, 2019 Series A and $5.2 million Doylestown Hospital Revenue Bonds, 2019 Series B, to be issued by the Doylestown Hospital Authority. The Series 2019A bonds are expected to have a final maturity in 2049 and the Series 2019B bonds are expected to have a bullet maturity in 2024. At this time, Moody's is affirming the Ba1 on approximately $89 million of outstanding debt. The outlook is stable. RATINGS RATIONALE Assignment and affirmation of the Ba1 rating reflects its expectation that margins will stabilize at levels consistent with FY 2019 performance, which is imperative to support the additional leverage with the current issuance that exacerbates an already burdened debt profile. The Ba1 rating also acknowledges Doylestown's strategies to maintain or grow its leading market position in a favorable service area of Bucks County, which will support stable volume trends and good revenue growth. Liquidity has improved in FY 2019 and is expected to gradually strengthen over the coming years as the majority of capital projects will be funded by bond proceeds and fund raising, which Doylestown has had great success with over the past several years. Credit challenges will include longer-term durability of current financial performance as most of its payor contracts are value based arrangements, which creates credit risk given Doylestown's high financial leverage, modest debt service coverage and small size in an increasingly consolidating market. RATING OUTLOOK The stable outlook reflects an expectation that current levels of operating performance are durable and liquidity strength will be maintained in order to support the significant increase in financial leverage. A decrease in debt service coverage beyond proforma expectations or reduced headroom to financial covenants could result in rating and/or outlook pressure. FACTORS THAT COULD LEAD TO AN UPGRADE - Material enterprise growth that leads to increased revenue and volume streams - Durable improvement in operating performance - Significant strengthening of balance sheet and debt coverage metrics FACTORS THAT COULD LEAD TO A DOWNGRADE - Decline in operating performance - Reduced headroom to financial covenants - Inability to sustain current levels of liquidity - Incremental increase in debt - Change in market dynamics or increased competition LEGAL SECURITY The bonds are secured by a lien and security interest in Doylestown Hospital's Pledged Revenues, a mortgage on the Hospital's acute care facility, and as it relates to the Series 2013A, Series 2016 Bonds and Series 2019 Bonds revenues of the Foundation pursuant to the guaranty agreement. However, in the case of the Series 2013B Bonds, the Foundation has been joined as an obligated member along with Doylestown Hospital. Regardless, all outstanding debt is secured on parity. Doylestown is subject to restrictive financial covenants measured to Doylestown Hospital and the Foundation. Covenants under the recently amended Series 2013B bank documents include maintenance of a minimum 90 days cash on hand, measured on June 30, 2019 on a trailing four quarter basis, a minimum 95 days cash on hand, measured on December 31, 2019 on a trailing four quarter basis, and a minimum 100 days cash on hand, measured semiannually on each June 30 and December 31 on a trailing four quarter basis, beginning June 30, 2020. Covenants under the loan agreement and bond indenture include maintenance of a minimum 1.1 times annual debt service coverage. A debt service reserve fund will be established for the Series 2019A and B Bonds to be held by the Trustee and funded at an amount equal to the least of: (a) 10% of the proceeds of the 2019 Bonds, (b) Maximum Annual Debt Service on the 2019A Bonds, and (c) 125% of the average annual principal and interest requirements for the 2019A Bonds, may be deposited in the 2019A Bonds Account of the Debt Service Reserve Fund. Upon issuance of the 2019B Bonds, an amount equal to the Maximum Annual Debt Service on the 2019B Bonds may be deposited in the 2019B Bonds Account of the Debt Service Reserve Fund. At the option of the Hospital, all or any portion of the amounts on deposit in the 2019 Bonds Debt Service Reserve Fund may be substituted with a reserve fund credit facility, which may be a letter of credit, surety bond or other similar instrument meeting the requirements of the Indenture. There is no debt service reserve fund established for the benefit of the holders of the holders of the 2013A Bonds, the 2013B Bonds, the 2016 Bonds. USE OF PROCEEDS Bond proceeds will be used to (i) finance and/or reimburse for various capital projects, including (a) a new wing off the main campus hospital and the equipping of a new cardiac intensive care unit/interventional unit; (b) the fit out of an additional intensive care unit/intermediate unit; (c) the expansion of the surgical suite inside the Hospital and (d) the fit out of cardiac rehabilitation, cardiac testing space and physician offices inside the new wing; (ii) finance capitalized interest during construction; (iii) fund a debt service reserve fund for the 2019 Bonds; (iv) advance refund a portion of the 2013A Bonds; and (v) pay certain costs of issuance of the 2019 Bonds. PROFILE With total annual revenue of approximately $354 million (for the entire system) as of FYE 2019, Doylestown Hospital operates community focused healthcare facilities serving patients in the northern suburban communities of Philadelphia, including Bucks and Montgomery counties in Pennsylvania and the town of Lambertville in New Jersey. METHODOLOGY The principal methodology used in these ratings was Not-For-Profit Healthcare published in December 2018. EAST END BUS: Exclusivity Period Extended Until Oct. 31 ------------------------------------------------------- Judge Louis Scarcella of the U.S. Bankruptcy Court for the Eastern District of New York extended the period during which only East End Bus Lines, Inc. and its affiliates can file a Chapter 11 plan to Oct. 31. The companies can solicit acceptances for the plan until Dec. 27. 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. EL CANO DEVELOPMENT: Plan Outline Hearing Continued to Dec. 18 -------------------------------------------------------------- At the best of the parties, Judge Edward A. Godoy ordered that the hearing on the disclosure statement explaining debtor El Cano Development Inc.'s Chapter 11 plan is continued to Dec. 18, 2019, at 9:30 a.m. at US Bankruptcy Court, SWD-MCS Building, Second Floor, 880 Tito Castro Ave., Ponce, Puerto Rico. The Debtor is the owner of several real properties located in Penuelas, Puerto Rico. The Debtor markets these properties for sale of undeveloped lots, and segregates them as needed. Troubled Company Reporter , May 24, 2019 ( Source: TCRLA) As reported in the TCR, El Cano Development Inc. filed a small business disclosure statement describing its proposed chapter 11 plan dated May 9, 2019. General unsecured creditors will receive a distribution of 100% of its allowed claims to be paid in a single payment of $413.87. A copy of the Disclosure Statement dated May 9, 2019 is available at https://tinyurl.com/y4ejhgle from Pacermonitor.com at no charge. About El Cano Development El Cano Development Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-08122) on October 11, 2016. The petition was signed by Adrian J. Hilera Vidal, president. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $500,000. Modesto Bigas Law Office is the Debtor's bankruptcy counsel. ELAS LLC: Debtor Believes that there is no Unsecured Claims ----------------------------------------------------------- Elas, LLC, d/b/a Calnolopoly, LLC, filed a Chapter 11 Plan that proposes to pay claims in full in installments. Title 11 of the United Code. The Debtor's real estate holdings in California are two real properties, a quadraplex apartment building commonly known as 1355-1357 West Vernon Avenue, Los Angeles, CA. 90037 and a single family residence located at 4715 Presidio Drive, View Park, CA. 90043. The Plan treats claims as follows: * Class 1(a) - Impaired Secured Claim of HSBC Bank USA, National Association, as Trustee for Mortgage Pass-Through Certificates, MLMI Series 2006-A4, serviced by Ocwen Loan Servicing, LLC ("HSBC Bank USA"). IMPAIRED. HSBC Bank USA holds a lien secured by a first deed of trust encumbering Debtor's real property located at 1355-1357 W. Vernon Avenue, Los Angeles, CA 90037 in the amount of $546,227.11, including $65,421.81 in prepetition arrears per Proof of Claim No. 4, filed in the Court's claim registry. In treatment of the Secured Claim, Debtor shall pay, and HSBC Bank USA shall have its secured claim in the amount of $546,227.11 payable at $3,101.00 per month for thirty (30) years at 5.5% fixed interest rate. * Class 1(b) - Impaired Secured Claim of Ajax Mortgage Loan Trust 2019-A, Mortgage Backed Securities, Series 2019-A, By U.S. Bank National Association, As Indenture Trustee, its successors and/or assignees. Ajax Mortgage holds a lien secured by a first deed of trust encumbering Debtor's real property located at 4715 Presidio Drive, View Park, CA 90043 in the approximate amount of $540,206.87 per Proof of Claim No. 5. Debtor agrees to pay $35,000.00 to be applied toward the arrearages. This payment will be paid at or prior to the confirmation hearing. Ajax shall have a fully secured claim. The remaining balance of the Secured Claim shall be amortized over 360 months and the principal and interest payments will be repaid in equal monthly installments with an interest rate of 6%. * Class 4 - General Unsecured Claims. In the present case, the Debtor does not believe that any such claims exist. The Debtor will fund the Plan by Debtor's postpetition rental income of the real properties. A hearing on the Disclosure Statement is scheduled for Nov. 14, 2019, at 1:00 p.m. A full-text copy of the Disclosure Statement dated October 18, 2019, is available at https://tinyurl.com/y4xzfdul from PacerMonitor.com at no charge. About Elas LLC Elas, LLC, owns 100% interest in two real estate properties located in Los Angeles, California having a total current value of $1.98 million. Elas, LLC, doing business as Calnopoly, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12494) on Oct. 8, 2018. The petition was signed by Latrice Allen, managing member. The case is assigned to Judge Victoria S. Kaufman. The Debtor is represented by Anthony Obehi Egbase, Esq. of A.O.E Law & Associates, APC. At the time of filing, the Debtor had $1,986,300 in total assets and $1,026,878 in estimated liabilities. ELK PETROLEUM: Exclusivity Period Extended Until Dec. 18 -------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended the period during which only Elk Petroleum Inc. and its affiliates can file a Chapter 11 plan to Dec. 18. The companies can solicit acceptances for the plan until Feb. 16, 2020. About Elk Petroleum Elk Petroleum Inc. -- https://www.elkpet.com/ -- is an oil and gas company specializing in enhanced oil recovery (EOR). Elk Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11157) on May 22, 2019. At the time of the filing, Elk Petroleum estimated assets of between $1 million and $10 million and liabilities of less than $50,000. The petition was signed by Scott M. Pinsonnault, chief restructuring officer. The Debtors tapped Norton Rose Fulbright US LLP and Womble Bond Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC, as restructuring advisor; Opportune LLP as valuation analysis provider; and Bankruptcy Management Solutions, Inc., as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on June 19 appointed a committee of preferred equity security holders. No official committee of unsecured creditors has been appointed in the Debtors' cases. EMPREQUEKAS LLC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Emprequekas, LLC d/b/a Las Quesadillas d/b/a Las Quesadillas the Original Taste of Mexico 43 Sable Valley San Antonio, TX 78258-4880 Business Description: Emprequekas, LLC is a privately held company that operates in the food service industry. Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Case No.: 19-52513 Judge: Hon. Ronald B. King Debtor's Counsel: H. Anthony Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL 4414 Centerview Dr, Suite 207 San Antonio, TX 78228 Tel: (210) 522-9500 Fax: (210) 522-0205 E-mail: hervol@sbcglobal.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Adriana Pastor, 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/txwb19-52513.pdf EPIC COMPANIES: Committee Seeks to Hire Munsch Hardt as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Epic Companies, LLC and its debtor-affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to retain Munsch Hardt Kopf & Harr, P.C. as its legal counsel nunc pro tunc to Sept. 13, 2019. The committee requires Munsch Hardt to: a. serve as attorneys of record for the Committee generally in all aspects, which may include adversary proceedings commenced in connection with the Bankruptcy Cases, and providing representation and legal advice to the Committee throughout its tenure; b. assist, advise, and represent the Committee with respect to the administration of the Bankruptcy Cases, including consulting with the Debtors, any other estate fiduciaries and professionals, major creditor constituencies, and the UST; c. provide all necessary legal advice with respect to the Committee's powers and duties; d. assist the Committee in working to maximize the value of the Debtors' assets for the benefit of the Debtors' unsecured creditors; e. assist the Committee with respect to evaluating and negotiating a plan of reorganization and, if necessary, either challenging or supporting, as appropriate, the confirmation of a plan and the approval of a disclosure statement; f. conduct any investigation, as the Committee deems appropriate, concerning, among other things, the assets, liabilities, financial condition, and operations of the Debtors; g. commence and prosecute any and all necessary and appropriate actions and/or proceedings on behalf of the Committee in the Bankruptcy Cases; h. prepare, on behalf of the Committee, necessary applications, pleadings, responses, correspondence, motions, answers, orders, reports, and other legal papers; i. communicate with the Committee's members, constituents, and others as the Committee may consider necessary or desirable in furtherance of its responsibilities; j. appear before this Court and any appellate courts or other courts having jurisdiction over any matter associated with the Bankruptcy Cases in order to represent the interests of the Committee; and k. perform all other legal services for the Committee which are appropriate, necessary, and proper in connection with the Bankruptcy Cases in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. Munsch Hardt's customary hourly rates are: Shareholders $370 to $700 Associates $265 to $400 Paralegals $170 to $280 Jay Ong, Shareholder $500 Chris Johnson, Shareholder $550 John Cornwell, Shareholder $460 Thomas Berghman, Associate $390 Julian Vasek, Associate $400 Joachim Jay Ong, Esq., a shareholder of Munsch Hardt, attests that his firm is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. Munsch Hardt can be reached at: Jay H. Ong, Esq. Christopher D. Johnson, Esq. John D. Cornwell, Esq. Munsch Hardt Kopf & Harr, P.C. 700 Milam Street, Suite 2700 Houston, TX 77002 Tel: 713-222-1470 Fax: 713-222-1475 Email: jong@munsch.com jcornwell@munsch.com cjohnson@munsch.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. Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee of unsecured creditors on Sept. 6, 2019. FAIRGROUNDS PROPERTIES: Unsecured Priority to Be Paid for 5 Years ----------------------------------------------------------------- Fairgrounds Properties, Inc., propose its Fifth Amended Plan of Reorganization. By the Plan Debtor proposes to (a) pay approximately 88% of the secured debt of Town and Country Bank; (b) pay the Debtor's unsecured priority claims in full with Interest over a five year period; (c) pay the allowed secured claim held by Dakota Aggregate, LLC; and (d) leave unimpaired existing equity interests. The Plan provides that: * The Town and Country Claim, which asserts a claim of $927,86.96, will receive a payment of $815,000 over the next three years. * The Debtor proposes to pay Dakota Aggregate $170,000 over five years from the Petition Date. The Dakota Aggregate Claim will be paid with 50% of the proceeds from the sale of Fairground Lots after payment of the Town and Country Bank, NA. * Fairgrounds Industrial Park, LLC, an insider with a claim of $3,956,184, will be paid after other claims are paid. The Debtor will continue to operate its business as a reorganized debtor by continuing to market and sell real property. On the Effective Date, all property of the Debtor's estate shall re-vest in the Debtor. A full-text copy of the Fifth Amended Plan of Reorganization dated Oct. 16, 2019, is available at https://tinyurl.com/y6oqjox2 from PacerMonitor.com at no charge. About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FCPR ACQUISITION: $22,000 Financing from Skaff Approved ------------------------------------------------------- FCPR Acquisition, LLC, sought court approval to borrow up to $22,000 through a postpetition, administrative expense loan from Skaff Corporation of America, a Florida profit corporation. On Sept. 13, 2019, at 2:00 p.m., the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, held a preliminary hearing on the Motion. On Oct. 8, 2019, Judge Caryl E. Delano granted the motion and ordered that: * To avoid immediate and irreparable harm to the Debtor's estate, the Debtor is expressly authorized and empowered to borrow up to $22,000 from the Lender. * In accordance with Sections 503(b) and 507(a) of the Bankruptcy Code, the DIP Loan shall constitute an administrative expense claim. . * The Debtor may use the proceeds of the DIP Loan to pay insurance premiums, make payroll and provide operating expenses. About FCPR Acquisition FCPR Acquisition, LLC, provides carpet recycling services. The company is doing business as Florida Carpet & Pad Recycling. FCPR sought protection under Chapter 11 of the Bankruptcy Code(Bankr. M.D. Fla. Case No. 19-08611) on Sept. 11, 2019. In the petition signed by its manager, Habib Skaff, FCPR was estimated to have assets of less than $50,000 and debts of less than $10 million. The company is represented by Daniel E. Etlinger, Esq., at Jennis Law Firm. FIRST EAGLE: Moody's Affirms 'Ba1' CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed First Eagle Holdings, Inc.'s Ba1 corporate family and Ba1 senior secured bank credit facility rating. The outlook remains stable. Despite contraction in First Eagle's core active equity management business due to the secular shift from active to passive investing, its rating affirmation reflects the resiliency in the company's leverage and profit margins to these pressures as well as the steps the company's management has been taking to extend the firm's investment capabilities, product offering and distribution network to better defend itself against the secular headwinds facing its largest investment segment. RATINGS RATIONALE First Eagle Holdings, Inc's Ba1 rating is supported by: 1) the firm's focused, investment led culture, which has helped to generate a superb long-term track record; 2) the firm's consistently solid and stable AUM retention; and 3) the company's conservative and disciplined expense management with its ability to flex its cost base to maintain margins through a market downturn. The company's rating is constrained by: 1) the secular shift within the asset management industry away from higher-fee active investment management to lower-fee passive management; 2) the high concentration of firm AUM in two investment products (First Eagle Global Fund and First Eagle Overseas Fund) which makes the firm's financial performance highly correlated to their investment performance and commercial appeal; 3) the firm's high financial leverage which stood at 3.5x at 30 June 2019; and 4) key person risk within the firm's flagship value investment team. First Eagle has experienced net outflows for each of the past six quarters (from the quarter ending 12/31/17 through 6/30/2019), generally in line with flow pressures being experienced by other US active equity managers. Mitigating some of the secular pressures facing First Eagle and its peers is the conservative portfolio exposure in the company's flagship funds, which reflect less exposure to high-valuation mega-cap companies and an above average exposure to gold. Based on current exposures and past behavior, Moody's would expect First Eagle's flagship funds to outperform the broad markets during a severe market correction, thereby enhancing its brand. Should this fail to materialize, this could diminish its franchise value and credit profile. Furthermore, while Moody's has not observed a significant change in the risk appetite of the company's management under private equity ownership to-date, Moody's does consider private equity ownership as an additional risk to creditors because the private equity sponsors' objectives may not always be in the best interest of First Eagle's creditors. The company's 2017 acquisition of NewStar brought First Eagle into the growing private credit market and has also helped the company increase its presence within the multi-asset income market, another industry segment that is seeing above-average AUM growth. Further, the addition of these capabilities has increased First Eagle's ability to penetrate the institutional distribution market. That said, the acquisition of FEPC has introduced additional complexity to the business as well as some increased balance sheet risk. While FEPC has broadened the company's product offering, it does expose the company to liquidity, opacity, and product reputation risks. Upward pressure on the ratings of First Eagle could arise following (1) rapid deleveraging, with debt to EBITDA (including Moody's standard adjustments) sustained below 2.0x, (2) strong absolute investment performance combined with organic AUM growth and/or (3) diversification of asset mix as a result of asset raising in new products. Downward pressure on the ratings of First Eagle could arise following (1) deviation of the company's management and culture away from its historical conservatism, (2) leverage sustained above 4.0x debt to EBITDA (including Moody's standard adjustments), (3) decrease in AUM arising from net outflows, (4) significant underperformance of the firm's two flagship funds relative to their benchmarks and/or (5) significant staff turnover, particularly within the Global Value portfolio management team. The following actions were taken: Senior Secured Bank Credit Facility, affirmed at Ba1 LT Corporate Family Ratings, affirmed at Ba1 The outlook remains stable. The principal methodology used in these ratings was Asset Managers published in March 2019. First Eagle Holdings, Inc. is the parent company of First Eagle Investment Management, LLC, an asset manager specializing in equity mutual funds. First Eagle had been majority-owned by the Arnhold and Kellen families since 1931, until private equity co-sponsors Blackstone and Corsair Capital executed a leveraged buyout of the firm. GATEWAY BUICK: $75K Sale of Dealership Personal Property Approved ----------------------------------------------------------------- Judge Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern District of Missouri authorized Gateway Buick GMC, Inc., acting through the Responsible Party, Rex Collins and HBK, CPA's and Consultants, to sell all personal property located at its former dealership location at 820-830 James S. McDonnell Blvd. and 1570-1580 Ville Martha Lane, St. Louis Missouri, described as: (a) approximately 30 automobile lifts and four alignment racks; (b) all of the Debtor's remaining automobile parts inventory located at the Dealership; (c) Miscellaneous furniture and office equipment located at the Dealership; and (d) A gazebo located upon the Dealership property, to Bank of Springfield for $75,000. A hearing on the Motion was held on Oct. 22, 2019 at 10:00 a.m. The sale id free and clear of all interests, including liens, encumbrances, claims, with such interests including liens, claims, and encumbrances to attach to the sale proceeds. The request for expedited hearing on the Motion is granted. The Bank of Springfield will pay $75,000 as a lump sum payment for the Dealership Personal Property, with the sale proceeds allocated as follows: a) $50,000 to the counsel for the Debtor in full satisfaction of the "carveout" between NextGear and the Debtor's counsel; and b) $25,000 to NextGear. Upon payment of such amount and closing of the sale, any and all claims and causes of action by and between NextGear and Bank of Springfield regarding the extensions of credit to Gateway Buick GMC, Inc., the collection thereof, the liens on Gateway assets, the application and disposition of funds by either party, and any and all issues and disputes arising under the Subordination Agreement between NextGear and Bank of Springfield, will be deemed mutually released. No later than two days after the date of the Order, the Debtor is directed to serve a copy of the Order on the 20 largest unsecured creditors, Deborah J. Volmert (debbievolmert@hanna-and-volmert.com), and Carole Ryczek on behalf of U.S. Trustee (carole.ryczek@usdoj.gov); and the Debtor is directed to file a certificate of service no later than 48 hours after service. About Gateway Buick Gateway Buick GMC is an automotive dealer in the greater St. Louis area offering a selection of new and used vehicles with 37 service bays scattered across the country. Gateway Buick GMC, Inc., filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 18-42085), on April 3, 2018. In the petition signed by Donald Davis, president, the Debtor was estimated to have $50 million to $100 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Charles E. Rendlen III. The Debtor tapped John Talbot Sant, Jr., Esq., of Affinity Law Group, LLC, as its legal counsel. GENOCEA BIOSCIENCES: Incurs $7.5-Mil. Net Loss in Third Quarter --------------------------------------------------------------- Genocea Biosciences, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $7.53 million for the three months ended Sept. 30, 2019, compared to a net loss of $7.83 million for the three months ended Sept. 30, 2018. For the nine months ended Sept. 30, 2019, the Company reported a net loss of $29.59 million compared to a net loss of $28.16 million for the year ended Sept. 30, 2018. As of Sept. 30, 2019, the Company had $59.28 million in total assets, $27.91 million in total liabilities, and $31.37 million in total stockholders' equity. Since the Company's inception through Sept. 30, 2019, the Company has received an aggregate of $396.8 million in gross proceeds from the issuance of equity securities and gross proceeds from debt facilities and an aggregate of $7.9 million from grants. At Sept. 30, 2019, its cash and cash equivalents were $46.6 million. The Company expects that its existing cash and cash equivalents as of Sept. 30, 2019 are sufficient to support its operations into the first quarter of 2021. The Company had a loss from operations of $9.6 million and cash used in operating activities of $28.7 million for the nine months ended Sept. 30, 2019. The Company said it is devoting substantially all of its efforts to product research and development, initial market development, and raising capital. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks similar to those of other early clinical stage companies, including dependence on key individuals, competition from other companies, the need and related uncertainty associated to the development of commercially viable products, and the need to obtain adequate additional financing to fund the development of its product candidates. The Company is also subject to a number of risks similar to other companies in the life sciences industry, including the uncertainty of success of its preclinical and clinical trials, dependence on third parties, the need to obtain additional financing, dependence on key individuals, regulatory approval of products, uncertainty of market acceptance of products, competition from companies with greater financial, technological and other resources, compliance with government regulations, protection of proprietary technology, and product liability. The Company has historical losses from operations and anticipates that it will continue to incur significant operating losses for the foreseeable future as it continues to develop its product candidates. Genocea said, "We will need to obtain substantial additional funding in order to complete clinical trials and receive regulatory approval for GEN-009, GEN-011 and our other product candidates. To the extent that we raise additional capital through the sale of our common stock, convertible securities, or other equity securities, the ownership interests of our existing stockholders may be materially diluted and the terms of these securities could include liquidation or other preferences that could adversely affect the rights of our existing stockholders. In addition, debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends, that could adversely affect our ability to conduct our business. If we are unable to raise capital when needed or on attractive terms, we could be forced to significantly delay, scale back, or discontinue the development of GEN-009, GEN-011 or our other product candidates, seek collaborators at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available, and relinquish or license, potentially on unfavorable terms, our rights to GEN-009, GEN-011 or our other product candidates that we otherwise would seek to develop or commercialize ourselves." Guidance On Oct. 23, 2019, Genocea entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC for up to $30 million, including an initial investment by LPC of $2.5 million. LPC is an existing investor of Genocea, having participated in both of Genocea's 2019 financings. "We believe that the LPC agreements provide access to capital and can be used strategically to fund continued advancement of both GEN-009 and GEN-011," said Diantha Duvall, chief financial officer. A full-text copy of the Form 10-Q is available for free at: https://is.gd/klEdBc About Genocea Biosciences Headquartered in Cambridge, Massachusetts, Genocea -- http://www.genocea.com/-- is a biopharmaceutical company developing personalized cancer immunotherapies. The Company uses its proprietary discovery platform, ATLAS, to profile CD4+ and CD8+T cell (or cellular) immune responses to tumor antigens. Genocea incurred a net loss of $27.81 million in 2018 following a net loss of $56.71 million in 2017. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" qualification in its report dated Feb. 28, 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, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. GEORGE WASHINGTON: Seeks Approval of $4.4M Financing from NYRC -------------------------------------------------------------- Debtor George Washington Bridge Bus Station Development Venture LLC seeks approval to (i) access a DIP facility provided by New York City Regional Center, LLC, in an aggregate principal amount of $4,400,000, and (ii) use cash collateral. If approved, the use of Cash Collateral and the DIP Facility will provide the Debtor with sufficient liquidity to fund the Debtor's operations and administrative expenses during this Chapter 11 Case as set forth in the 5-month approved budget. An aggregate principal amount not to exceed $1,225,031 (the "Initial Draw") will be available upon interim approval of the DIP Facility. The Debtor shall pay to the DIP Lender the then unpaid principal amount of the loan and all interest accrued thereon and costs and expenses then due and owing on the Maturity Date. The funds comprising each advance shall bear interest at the rate of 10.0% per annum. Interest is earned monthly, but payable-in-kind until the Maturity Date. Default rate will be 10.75% per annum. The DIP Facility will mature five months after the Petition Date. The Debtor agrees to pay to the DIP Lender a fee equal to the lesser of 2.00% of the maximum amount of commitments to be available under the DIP Facility and $50,000, which shall be earned as of the time of the First Advance and shall be due and payable at the earlier of termination of the DIP Facility and the payment in full of all Advances. The Debtor will only use the proceeds of the DIP Facility for ordinary course general working capital and operational expenses (including, without limitation, administrative expenses arising in the Chapter 11 Case and post-petition lease payments) in accordance with the Approved Budget subject to the Permitted Variance. Use of Cash Collateral As of the Petition Date, the Debtor's capital structure consisted of outstanding funded debt obligations in the aggregate principal amount of approximately $105 million: * $72 million is outstanding under a Senior Secured Loan Agreement with the Infrastructure Development Fund, LLC. * $19.065 million is due to GSB NMTC Investor LLC, as administrative agent, Building Secured Lender, LIIF Sub-CDE XXVI, LLC and DVCI CDE XIII, LLC, as co-lenders -- Building Lenders -- on account of building loans. * $9 million is outstanding under a loan extended by GWB Leverage Lender, LLC as Direct Lender. * $4.8 million is outstanding under a loan from Upper Manhattan Empowerment Zone Development Corporation. The Debtor requires use of Cash Collateral to (a) pay vendors necessary to maintain business operations consistent with prepetition practices; (b) pay certain prepetition obligations as further described in the Debtor's "first day" motions; and (c) otherwise pay disbursements as set forth in and pursuant to the Budget. The Prepetition Secured Parties will be entitled to receive, as adequate protection for the use of the collateral and the priming of the liens and security interests granted to the Prepetition Secured Parties under the Prepetition Loan Documents, to the extent of any use of, or diminution in the value of, the Prepetition Collateral: 1. superpriority claim status; 2. replacement liens on all DIP Collateral, junior only to the liens of the DIP Lender, but subject to any Prior Senior Liens; and 3. reimbursement of fees, costs and expenses incurred by the Senior Secured Lender in connection with the Chapter 11 Case, subject to the Budget. A full-text copy of the DIP Financing Motion is available at https://tinyurl.com/y4ft9jl4 from PacerMonitor.com free of charge. About George Washington Bridge George Washington Bridge Bus Station Development Venture LLC is the entity contracted to renovate the George Washington Bridge Bus Station in New York. The bus station was reopened in 2016 following a delayed and costly renovation. As part of the deal, the company was granted a 99-year lease to operate and maintain the retail portion of the bus station. George Washington Bridge Bus Station Development Venture LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13196) on Oct. 7, 2019. The company's assets are estimated between $50 million and $100 million, and liabilities between $100 million and $500 million, according to bankruptcy documents. The Hon. Shelley C. Chapman is the case judge. Cole Schotz P.C. is the Debtor's counsel. BAK Advisors Inc., is the Debtor's financial advisor, and BAK's Bernard A. Katz is presently serving as the Debtor's sole manager. GNC HOLDINGS: Reports Third Quarter 2019 Results ------------------------------------------------ GNC Holdings, Inc., reported consolidated revenue of $499.1 million in the third quarter of 2019, compared with consolidated revenue of $580.2 million in the third quarter of 2018. The decrease in revenue was primarily a result of the transfer of the Nutra manufacturing and China businesses to the newly formed joint ventures, the closure of company-owned stores under its store portfolio optimization strategy, U.S. and Canada negative same store sales of 2.8% and lower International franchise revenue. Key Updates * U.S. and Canada segment drove 190 bps of incremental operating income margin compared with the third quarter of 2018, excluding the long-lived asset impairment charges in the prior year quarter and immaterial gains on refranchising in the current quarter and prior year quarter * E-Commerce revenues grew 12% compared with the third quarter of 2018 driven by increased conversion rates due to an improved site experience * In early October, formally launched GNC4U, the Company's personalized, high quality supplement program that delivers customized vitamin packs monthly to a customer's home * Company continues to evaluate debt refinancing alternatives and expects to complete the process in the fourth quarter of 2019 * Cash provided by operating activities is $98 million; Year- to-date free cash flow is $87 million and Adjusted EBITDA is $166 million * Ended third quarter with $190 million in liquidity For the third quarter of 2019, the Company reported net loss of $2.4 million compared with net loss of $8.6 million in the prior year quarter. Diluted loss per share was $0.09 in the current quarter compared with diluted loss per share of $0.10 in the prior year quarter. Excluding the expenses, adjusted net income was $3.1 million in the current quarter, compared with adjusted net income of $2.1 million in the prior year quarter. Adjusted diluted loss per share was $0.02 in the current quarter compared with adjusted diluted earnings per share ("EPS") of $0.02 in the prior year quarter. Adjusted EBITDA was $37.1 million, or 7.4% of revenue, in the current quarter compared with $50.1 million, or 8.6% of revenue, in the prior year quarter. "In the third quarter, GNC continued to make strides stabilizing the US retail business driven by continued success with our store optimization and cost saving initiatives. Additionally, as outlined on last quarter's call, we made progress in addressing e-commerce opportunities and drove solid growth in the quarter," said Ken Martindale, GNC's Chairman and CEO. "While we did face headwinds in our international business, we remain excited about the long-term growth opportunities abroad." Segment Operating Performance U.S. & Canada Revenues in the U.S. and Canada segment decreased $31.8 million, or 6.7%, to $444.7 million for the three months ended Sept. 30, 2019 compared with $476.5 million in the prior year quarter. E-commerce sales comprised 8.6% of U.S. and Canada revenue for the three months ended Sept. 30, 2019 compared with 7.2% in the prior year quarter. The decrease in revenue compared with the prior year quarter was largely due to the closure of company-owned stores under the Company's store portfolio optimization strategy, which contributed a $14.8 million decrease in revenue, and negative same store sales of 2.8%, which resulted in a revenue decrease of $9.7 million. In domestic franchise locations, same store sales for the third quarter of 2019 decreased 0.8% over the prior year quarter. Operating income increased $21.2 million to $32.7 million, or 7.4% of segment revenue, for the three months ended Sept. 30, 2019 compared with $11.5 million, or 2.4% of segment revenue, for the same period in 2018. In the prior year quarter, the Company recorded long-lived asset impairment and other store closing charges totaling $14.6 million. Excluding the long-lived asset impairment charges in the prior year quarter and immaterial gains on refranchising in the current quarter and prior year quarter, operating income was $32.7 million, or 7.3% of segment revenue, in the current quarter, compared with $26.0 million, or 5.4% of segment revenue. The increase in operating income percentage was driven by lower occupancy expense, salaries and benefits. International Revenues in the International segment decreased $14.5 million, or 28.1%, to $36.9 million for the three months ended Sept. 30, 2019 compared with $51.4 million in the prior year quarter. Revenue from the Company's international franchisees decreased $9.1 million in the current quarter compared with the prior year quarter primarily due to lower sales in Hong Kong and other temporary challenges in Saudi Arabia and South Korea. Revenue from China decreased by $5.1 million in the current quarter compared with the prior year quarter due to the transfer of the China business to the newly formed joint venture, effective Feb. 13, 2019. Operating income decreased $3.8 million to $12.7 million, or 34.3% of segment revenue, for the three months ended Sept. 30, 2019 compared with $16.5 million, or 32.0% of segment revenue, for the same period in 2018. The prior year quarter included China joint venture start-up costs of $1.0 million, of which $0.6 million related to costs incurred in the first six months of 2018 within corporate costs that was reclassified to International in the third quarter of 2018. Excluding the China joint venture start-up costs, operating income was $17.4 million, or 33.9% of segment revenue, for the three months ended Sept. 30, 2018. The increase in operating income percentage compared to the prior year quarter was primarily a result of the transfer of the China business to the newly formed joint venture. Manufacturing / Wholesale Revenues in the Manufacturing/Wholesale segment, excluding intersegment sales, decreased $34.9 million, or 66.7%, to $17.4 million for the three months ended Sept. 30, 2019 compared with $52.3 million in the prior year quarter primarily due to the transfer of the Nutra manufacturing business to the newly formed manufacturing joint venture with International Vitamin Corporation, effective March 1, 2019. Operating income decreased $11.8 million to $5.1 million, or 29.0% of segment revenue, for the three months ended Sept. 30, 2019 compared with $16.9 million, or 14.5% of segment revenue, in the prior year quarter. Revenue decreased as a result of the transfer of the Nutra manufacturing business to the newly formed joined venture, however, operating income margins were positively impacted as the Manufacturing/Wholesale segment recognized profit margin that resulted from maintaining consistent pricing to what was charged to the Company's other operating segments prior to the inception of the manufacturing joint venture, and recorded profit on intersegment sales associated with inventory produced prior to the transfer of the Nutra manufacturing business to the joint venture. Year-to-Date Performance For the first nine months of 2019, the Company reported consolidated revenue of $1,597.8 million, a decrease of $207.9 million compared with consolidated revenue of $1,805.7 million for the first nine months of 2018. The decrease in revenue during the first nine months of 2019 compared to the prior year period was largely due to the transfer of the Nutra manufacturing and China e-commerce businesses to the newly formed joint ventures, which resulted in a decrease in revenue of approximately $97 million, the closure of company-owned stores under the Company's store portfolio optimization strategy, which resulted in a decrease in revenue of approximately $44 million, and negative same store sales of 3.0%, which resulted a decrease in revenue of approximately $33 million. For the first nine months of 2019, the Company reported net loss of $1.6 million and diluted loss per share of $0.18 compared with net income of $10.9 million and diluted EPS of $0.13 for the first nine months of 2018. Excluding the expenses outlined in the reconciliation table below, adjusted EPS was $0.30 and $0.47 in the first nine months of 2019 and 2018, respectively. Cash Flow and Liquidity Metrics For the nine months ended Sept. 30, 2019, the Company generated net cash from operating activities of $97.6 million compared with $55.7 million for the nine months ended Sept. 30, 2018. The increase was driven primarily by an increase in accounts payable as a result of the Company's cash management efforts as well as the establishment of payables associated with the manufacturing joint venture. For the nine months ended Sept. 30, 2019, the Company generated $86.7 million in free cash flow compared with $42.3 million for the nine months ended Sept. 30, 2018. The Company defines free cash flow as cash provided by operating activities less capital expenditures. At Sept. 30, 2019, the Company's cash and cash equivalents were $121.9 million and debt was $858.6 million. No borrowings were outstanding on the Company's Revolving Credit Facility at the end of the third quarter of 2019. The Company is reviewing a range of refinancing options, including discussions with financing sources in the United States and Asia, to further optimize the Company's capital structure and enhance its financial flexibility. The Board has created a committee of independent directors to conduct this review process. While there can be no assurances, the Company is pleased with its progress in reviewing refinancing options and expects to complete the process in the fourth quarter. A full-text copy of the press release is available for free at: https://is.gd/XhxFii About GNC Holdings GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global health and wellness brand with a diversified, multi-channel business. The Company's assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink and other general merchandise features innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC. The Company serves consumers worldwide through company-owned retail locations, domestic and international franchise activities, and e-commerce. As of Sept. 30, 2019, GNC had approximately 7,800 locations, of which approximately 5,700 retail locations are in the United States (including approximately 1,900 Rite Aid licensed store-within-a-store locations) and the remainder are locations in approximately 50 countries. GNC Holdings reported net income of $69.78 million for the year ended Dec. 31, 2018, compared to a net loss of $150.26 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $1.68 billion in total assets, $1.65 billion in total liabilities, $211.39 million in convertible preferred stock, and a total stockholders' deficit of $173.85 million. * * * As reported by the TCR on Nov. 15, 2018, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Pittsburgh-based vitamin and supplement retailer GNC Holdings Inc. and removed all of its ratings on the company from CreditWatch, where S&P placed them with negative implications on Feb. 14, 2018. "The affirmation reflects our belief that GNC's capital structure remains unsustainable over the long term in light of its current operating performance, including its cash flow generation, because of increased competitive threats amid the ongoing secular changes in the retail industry," S&P said. GOODRX INC: Moody's Affirms 'B2' CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed GoodRx, Inc.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating. At the same time, Moody's downgraded GoodRx's existing first-lien senior secured credit facility ratings to B2 from B1. Moody's is also assigning a B2 rating to the new revolving credit facility maturing in October 2024. The outlook is stable. The rating action follows the announcement that GoodRx utilizing proceeds from a $155 million incremental first lien term loan and $50 million of cash to fully repay second lien debt and pay related fees and expenses. As a part of the transaction, the company is also extending the maturity on its $40 million revolving credit facility by one year to October 2024. Moody's views the transaction as credit positive as it will result in approximately $8 million of annual interest savings, supporting the company's already strong free cash flow generation. GoodRx has demonstrated strong earnings growth and significant improvement in its credit metrics since its LBO in September 2018. Pro Forma adjusted debt/EBITDA leverage is estimated to be around 4.8x and EBITA/Interest cover is roughly 4.0x for the 12 months to September 2019. Moody's nevertheless affirmed GoodRx's B2 CFR because of concerns around the sensitivity of the company's market position, earnings and cash flow to changes in the regulatory environment and industry practices. The affirmation also reflects the financial policy risk arising from the company's private equity ownership including the potential for debt-funded distributions. The downgrade of the first lien senior secured ratings to B2 reflects that full repayment of the second lien debt will remove the loss absorption support to the first lien credit facilities. Thus, the recovery prospects for the first lien credit facilities weaken at the time of a default. The current Caa1 rating on the senior secured second lien term loan is not affected and will be withdrawn upon the closing of the transaction if the debt is repaid as expected. Moody's also expects to withdrawal the rating on the revolver expiring in 2023 once the transaction closes. Affirmations: Issuer: GoodRx, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Downgrades: Issuer: GoodRx, Inc. Gtd Senior Secured First Lien Term Loan due 2025, Downgraded to B2 (LGD3) from B1 (LGD3) Gtd Senior Secured First Lien Revolving Credit Facility due 2023, Downgraded to B2 (LGD3) from B1 (LGD3) Assignments: Issuer: GoodRx, Inc. Gtd Senior Secured First Lien Revolving Credit Facility due 2024, Assigned B2 (LGD3) Outlook Actions: Issuer: GoodRx, Inc. Outlook, Remains Stable RATINGS RATIONALE GoodRx's B2 Corporate Family Rating broadly reflects the company's concentrated reliance on a small number of pharmacy benefit managers for the majority of its revenue, ongoing industry-wide regulatory and competitive risks, and large post-LBO debt burden balanced by rising consumer demand for its services and strong earnings growth. PBMs face rising scrutiny related to their role in high drug costs for consumers, and US regulators are considering various proposals that could alter PBM business practices. Pressure applied to the profitability of PBMs is likely to be pushed down to GoodRx, threatening otherwise strong and growing earnings and cash flows. The company is dependent on economical receipt of drug pricing information received from PBMs and other sources. The company's relatively predictable and protected revenue streams and its scalable cost structure translates to good earnings growth. A highly variable cost structure provides flexibility to reduce spending in the face of unexpected challenges. GoodRx's services align with consumer interest in reducing the cost of prescription drugs, which is a positive social consideration for the rating. Moody's expects GoodRx to realize continued strong growth, but expects earnings growth to slow because the marketing investment remains elevated. Moody's projects adjusted debt-to-EBITDA to approach 4.0x by the end of 2020. Nonetheless, aggressive financial strategies under private equity ownership leads to event risk such as the potential for debt-funded distributions that would increase leverage. The stable ratings outlook reflects Moody's expectation that GoodRx will grow its revenue base in the mid- to high-30% range, with EBITDA margins remaining near 40% and free cash flow in the $80-$100 million range over the next 12 to 18 months. The first lien credit agreement contains provisions for incremental debt capacity of greater than $100 million and trailing twelve months consolidated EBITDA minus incremental facilities plus additional amounts subject to leverage ratio tests. The ratio limits are 5.2x pro forma first lien net leverage (if pari passu secured) or 7.0x pro forma senior secured net leverage (if junior secured, unsecured or subordinated). If the incremental debt is unsecured or secured by assets not constituting the collateral, ratio test includes 7.0X pro forma total net leverage ratio and 2.0x pro forma interest coverage ratio. Terms allow for the release of guarantees when any subsidiary ceases to be wholly owned and there are no "blocker" provisions providing additional restrictions on top of the covenant carve-outs to limit collateral leakage through transfers of assets to unrestricted subsidiaries. There are no leverage-based step-downs to the asset sales proceeds prepayment requirement. Ratings could be downgraded if the company is unable to adjust its cost structure as needed in response to unexpected changes in the regulatory environment or push-back from customers. Aggressive financial policies -- particularly continued debt-funded distributions that increase leverage -- or a deterioration in liquidity could also drive a downgrade. Quantitatively, this could be represented by debt-to-EBITDA leverage expected to rise above 6.0x or EBITA/Interest falling below 2.0x. The ratings could be upgraded if GoodRx is able to continue to grow its user and revenue base while maintaining strong profitability levels. Additionally, regulatory scrutiny of PBMs would need to diminish and the sponsors would have to commit to maintaining more conservative financial policies. Quantitatively, this could be represented by debt-to-EBITDA sustained below 4.0x and EBITA/Interest above 3.0x. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Santa Monica, California, GoodRx, Inc. owns and operates a prescription drug price comparison platform. The platform uses pricing data from PBMs to compare prices at local and mail-order pharmacies. GoodRx is privately held with financial sponsor Silver Lake Partners being the company's largest shareholder with a 35% minority stake. The company generated approximately $344 million of revenue in the last twelve months ended September 30, 2019. GRAND CANYON RANCH: Garman Turner Bid to Dismiss FCI Appeal Tossed ------------------------------------------------------------------ District Judge Gloria M. Navarro issued an order denying Appellee's Motion to Dismiss the appellate case captioned FANN CONTRACTING, INC., Appellant, v. GARMAN TURNER GORDON LLP., Appellee, Case No. 2:19-cv-00716-GMN (D. Nev.). Appellant's Motion to Extend Time to File Opening Brief is granted. On April 15, 2019, the United States Bankruptcy Court for the District of Nevada entered an Order granting Garman Turner Gordon LLP's Application for Entry of Order Approving Contingency Fee and Reimbursement of Expenses for the Period of Jan. 5, 2016 Through Sept. 30, 2018. Appellant then appealed the Bankruptcy Court's Order to this Court, and filed its Notice of Appeal on April 25, 2019. On May 22, the Court received the Certificate of Readiness from the Deputy Clerk of the U.S. Bankruptcy Court based the completion of the Statement of Issues, Designation of Record, and transcripts. Roughly one month after the Court received the Certificate of Readiness, Appellee filed its Motion to Dismiss on the ground that Appellant had not timely filed its Opening Brief. The next day, Appellant filed a Motion to Extend Time, which requested an extension of three weeks to file its Opening Brief. Appellant also filed a Motion for the Court to consider an additional exhibit as part of its review of the Bankruptcy Court's decision. Federal Rule of Bankruptcy Procedure 8018(a) states that, unless a district court provides otherwise, "[t]he appellant must serve and file a brief within 30 days after the docketing of notice that the record has been transmitted or is available electronically." As a consequence for failing to file a brief on time, "an appellee may move to dismiss the appeal--or the district court . . . after notice . . . may dismiss the appeal on its own." The original deadline for Appellant's opening brief in this appeal was June 21, 2019. Appellee consequently filed its instant Motion to Dismiss on June 28, when Appellant had yet to file its Opening Brief by that time. In Appellant's Motion to Extend Time, however, Appellant states that its delay arose from its expectation that the Court would enter a briefing schedule, as it had done in other bankruptcy appeals in this District and in line with Rule 8018(a)(1)'s language that the 30-day deadline applies unless a district court specifies different time limits. Appellant accordingly now requests a three-week extension (from June 21, 2019, to July 19, 2019) to submit its Opening Brief "based upon its incorrect determination of the deadline." Federal Rule of Bankruptcy Procedure 9006 applies to Appellant's requested extension of time. Rule 9006(b)(1) states that, if an extension is sought after the relevant time period expires, a court may permit an enlargement of time when the failure to act "was the result of excusable neglect." The relevant factors in finding excusable neglect and permitting an extension are: (1) the danger of prejudice to the debtor; (2) the length of the delay and its potential impact on judicial proceedings; (3) the reason for the delay, including whether it was within the reasonable control of the movant; and (4) whether the movant acted in good faith." Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P'ship, 507 U.S. 380, 395 (1993). No single factor is dispositive; and courts avoid using a per se rule in applying these factors to specific circumstances. According to the District Court, all Pioneer factors but the third weigh in favor of Appellant's extension of time to file its Opening Brief. First, Appellant states that "the underlying issue in this case is the amount of [Appellee's attorneys' fees]. . . . [and] [t]hese fee have already been paid." Next, the requested delay of roughly three weeks is minimal and does not pose difficulties with this case. Moreover, Appellant timely complied with the requirements to file its notice of appeal, designations of record, and statement of issues. With the last factor, Appellant provides a declaration stating that counsel "repeatedly checked the docket to confirm that no briefing schedule had been set" as is usually done in this District. Counsel's continued attention to the docket represents its willingness to comply with a deadline from the Court, once one was set. The last factor weighs against Appellant's requested extension because its ability to file an Opening Brief was counsel's error in assuming that it needed to wait until the Court issues a briefing schedule. Nevertheless, the Court does not find this single factor to outweigh the others in light of Appellant's diligence in otherwise pursuing this matter. In addition to the factors for excusable neglect provided in Pioneer, Appellant contends that the Court's analysis of Appellee's Motion to Dismiss should also consider other factors applicable to dismissing an action for failure to prosecute. The additional factors concern the public's interest in expeditious resolution of litigation, the public policy favoring the disposition of cases on their merits, and the availability of less drastic sanctions. These additional factors further the Court's finding that Appellant's actions do not warrant dismissal of this appeal based on the late-filed Opening Brief.Appellant has litigated this case both in this Court as a prior appeal and with the Bankruptcy Court on remand. The policy of adjudicating the matter on its merits thus strongly directs against dismissal. Additionally, Appellee did not move for sanctions other than dismissal, such as attorney's fees and costs associated with the delay or the filing of its Motion; and the Court finds dismissal too drastic of a sanction for Appellant's minimal delay here. Though the District Court does not dismiss this appeal, going forward Appellant is now warned that complete reliance on assumptions for deadlines is improper. Uncertainty about deadlines should command a request for clarification, not inaction. Further failure to follow deadlines in this matter--and in this District--is at Appellant's peril. A copy of the District Court's Order dated Oct. 4, 2019 is available at https://bit.ly/2oYxHsa from Leagle.com. Fann Contracting, Inc., Appellant, represented by Blakeley E. Griffith -- bgriffith@swlaw.com -- Snell & Wilmer L.L.P., Donald L. Gaffney & Kim Lough -- DKL@jhc.law.com -- Jennings Haug & Cunningham LLP. Garman Turner Gordon LLP, Appellee, represented by Gregory E. Garman -- ggarman@gtglegal.com -- Garman Turner Gordon & Talitha Gray Kozlowski, Garman Turner Gordon. Brian D. Shapiro, Chapter 11 Trustee, Trustee, represented by Gregory E. Garman, Garman Turner Gordon, Erick T. Gjerdingen, Garman Turner Gordon & Talitha Gray Kozlowski, Garman Turner Gordon. About Grand Canyon Ranch Headquartered in Las Vegas, Nevada, Grand Canyon Ranch, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 15-14145) on July 20, 2015. In the petition signed by Nigel Turner, manager, the Debtor estimated assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. Judge August B. Landis presides over the case. Matthew L. Johnson, Esq., at Johnson & Gubler, P.C., serves as the Debtor's bankruptcy counsel. GRCDALLASHOMES LLC: Bryan Wing Objects to Disclosure Statement -------------------------------------------------------------- Bryan Wing Cheung Poon, a creditor, objects to final approval of the disclosure statement in support of GRCDallasHomes LLC's Chapter 11 Plan. Cheung Poon points out that the Disclosure Statement does not provide an adequate explanation as to why the causes of action would lose over 60% of their value in a Chapter 7 liquidation. Cheung Poon asserts that the Debtor should provide a detailed explanation of its treatment of secured and unsecured claims. Cheung Poon complains that the Disclosure Statement does not contain any analysis of possible Chapter 5 claims or an explanation of why such an analysis was not performed. Cheung Poon filed Claim No. 12 in the principal amount of $512,276.84. Attorney for Cheung Poon: Kevin G. Herd GOODRICH POSTNIKOFF & ASSOCIATES, LLP 801 Cherry Street, Suite 1010, Unit 15 Fort Worth, Texas 76102 Telephone -817.347.5265 Facsimile - 817,335.9411 kherd@gpalaw.com About GRCDallasHomes LLC GRCDallasHomes LLC, based in The Colony, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-41186) on May 3, 2019. In the petition signed by Kazem Daneshmandi, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Brenda T. Rhoades oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, serves as bankruptcy counsel to the Debtor. Khavari & Moghadassi, Attorneys at Law, P.C., serves as special counsel. GREGORY TE VELDE: Trustee's A&M Auction of Surplus Cattle Approved ------------------------------------------------------------------ Judge Fredrick E. Clement of the U.S. Bankruptcy Court for the Eastern District of California authorized Randy Sugarman, the Chapter 11 Trustee for Gregory John te Velde, to sell the remaining dairy herd located at G.J. te Velde Diary ("GJT"), consisting of approximately 4,800 mature "dry" and milking cows at a public auction to be conducted by A&M Livestock Auctions, Inc. A hearing on the Motion was held on Oct. 17, 2019 at 9:30 a.m. The Trustee is authorized to employ A&M Livestock as the auctioneer for the Estate to conduct the auction and to pay compensation to the auctioneer of a 4% commission plus the expenses of sale described in the Motion from the gross proceeds of the auction. As adequate protection to the lienholders described, the Trustee will hold net proceeds in the amount of $2 million in a blocked account with the liens described to attach to these proceeds, with such proceeds not to be disbursed absent further Order of the Court. The Trustee is authorized to pay over the balance of the net proceeds of the auction sale to the Secured Creditor Rabo AgriFinance, LLC, on account of its secured claim. The sale will be free and clear of the following liens and interests: (i) A UCC-1 Financing Lien in favor of Rabo AgriFinance, LLC, as successor Rabobank, NA, in the approximate amount of $44 million, as evidenced by a UCC-l Financing Statement filed on Sept. 23, 2010, in the Office of the California Secretary of State as Document No. 10-7245 872480 and thereafter amended and continued, to the extent that such lien is not satisfied from the net proceeds of sale remaining after expenses as set forth. (ii) A UCC-1 Financing Lien in favor of J.D. Heiskell Holdings, LLC in the alleged amount of approximately $7.9 million, as evidenced by a UCC-l Financing Statement filed on Aug. 26, 2016 in the Office of the California Secretary of State as Document No. 16-543473131 and thereafter amended. (iii) A UCC-1 Financing Lien in favor of Overland Stock Yards, Inc., in the alleged amount of approximately $1.7 million, as evidenced by a UCC-1 Financing Statement filed on Oct. 11, 2017, in the Office of the California Secretary of State as Document No. 17-91346140. On the conclusion of the auction, the Trustee will file prepare and file a report and return of sale as is required by FRBP 6004(f)(1). About Gregory John te Velde Tipton, California-based Gregory John te Velde filed for Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018. In his Chapter 11 petition, the Debtor estimated both assets and liabilities between $100 million and $500 million. Mr. te Velde does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost Valley Farm. He formerly did business as Willow Creek Dairy. Judge Fredrick E. Clement oversees the bankruptcy case. Mr. te Velde is represented by Riley C. Walter, Esq., who has an office in Fresno, California. HAMILTONS 549: Nov. 14 Disclosure Statement Hearing Set ------------------------------------------------------- On Nov. 14, 2019, at 2:00 p.m., a hearing will be held before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, Southern District of New York, United States Bankruptcy Court, Alexander Hamilton Custom House, One Bowling Green, Courtroom 623, New York, New York 10004-1408 on the application of debtor Hamiltons 549 LLC seeking entry of an order approving the Debtor's Disclosure Statement in Connection with its Plan of Reorganization. Objections to the relief requested in the Motion, if any, must be in writing, conform with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, and be filed with the Court no later than Nov. 7, 2019. As reported in the TCR, Hamiltons 549 LLC filed a Chapter 11 Plan and accompanying Disclosure Statement. Each holder of an Allowed Class 3 General Unsecured Claim will receive cash from net sale proceeds equal to the full allowed amount of their allowed general unsecured claims, not to exceed payment in full, plus interest at the legal rate. Hermia Nelson, the holder of the Class 5 Interests in the Debtor, will retain such interests and will receive the remaining amount of the net sale proceeds after payment of claims. A full-text copy of the Disclosure Statement dated Sept. 13, 2019, is available at https://tinyurl.com/y24suwhk from PacerMonitor.com at no charge. About Hamiltons 549 LLC Hamiltons 549 LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple a property located at 549 West 152nd Street New York, New York 10031 having an appraised value of $3 million. Hamiltons 549 LLC, based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-11995) on June 17, 2019. The Hon. Shelley C. Chapman oversees the case. Joel M. Shafferman, Esq., at Shafferman & Feldman LLP, serves as bankruptcy counsel to the Debtor. In the petition signed by Hermia Nelson, member, the Debtor disclosed $3,000,000 in assets and$1,525,055 in liabilities. HCB ENTERPRISES: Unsecureds get $2,500 Plus Litigation Proceds -------------------------------------------------------------- HCB Enterprises, LLC (“Debtor”) proposes this Amended Second Plan of Reorganization for the resolution of Debtor’s outstanding Claims against it and its property (as these terms are defined herein). Holders of allowed general unsecured claims (Class 3) will receive their pro rata share of both: (a) the Debtor's single plan payment contribution from its members' of $2,500, which the Debtor estimates to be 0.005 percent of such creditor's claim; or and (b) upon completion of the litigation against Dickey's and the occurrence of the effective date, payment of the proceeds from the litigation, up to 100% of all allowed general unsecured claims. With respect to secured creditors (Classes 1 and 2), payments and distributions under the Plan will be funded by the Debtor's surrender or sale of its collateral to the secured creditors. Holders of equity interest of the Debtor are unimpaired -- they will retain their interest in the Debtor. A full-text copy of the Amended Second Plan of Reorganization dated Oct. 18, 2019, is available at https://tinyurl.com/y38l22ej from PacerMonitor.com at no charge. About HCB Enterprises Based in Las Vegas, Nevada, HCB Enterprises LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 18-15551) on Sept. 17, 2018. In the petition signed by Shaun Martin, the Debtor's manager, the Debtor was estimated to have estimated assets and liabilities at $500,001 to $1 million. Attorney for the Debtor: Andrew J. Van Ness HUNTER PARKER LLC 3815 S Jones Blvd, STE 1A Las Vegas, NV 89103 Tel: (702) 686-9297 E-mail: hunterparkerllc@gmail.com HENLEY PROPERTIES: Wellesleys Buying Pineville Property for $27K ---------------------------------------------------------------- Henley Properties, LLC, asks the U.S. Bankruptcy Court for the Western District of Missouri to authorize the sale of the real property located at Lot 4, Stage Coach Drive, Twin Springs Subdivision, Pineville, Missouri, described as Section 16, Township 21 Range 3, to Jon and Cynthia Wellesley for $27,000. Objections, if any, must be filed with 10 days of the date of the notice. The parties have entered into their sale contract for the vacant land. The following sales costs, liens of record, and other charges and expenses related to the sale are to be paid out of the sale proceeds at the time of closing in the estimated amounts as indicated: (a) Recorded liens of record in the amounts indicated: (i) lien of Simmons Bank in the amount of $99,874 net sales proceeds to be applied to reduce loan balance), and (ii) 2019 McDonald County real estate taxes (prorated). (b) Other charges and expenses in the amounts as indicated: 2019 McDonald County real estate taxes (prorated). (c) Other charges and expenses in the amounts as indicated: Commission to Broker, Donna Bermingham in the amount of 6%. About Henley Properties Henley Properties, LLC, owns and operates weddings and events venue. Henley Properties sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 19-30422) on Aug. 6, 2019. In the petition signed by Floyd W. Henley and Rebecca L. Henley, members, the Debtor disclosed total assets at $2,973,329 and $1,192,562 in debt. The case is assigned to Judge Brian T. Fenimore. The Debtor tapped Mariann Morgan, Esq., at Checkett & Pauly as counsel. HENRY ANESTHESIA: Court Declines to Appoint Ombudsman ------------------------------------------------------- Henry Anesthesia Associates filed a Motion seeking to excuse the appointment of a patient care ombudsman in its Chapter 11 case because it is not a "health care business" as defined in the Bankruptcy Code. Based on the presentation of counsel and the record in this case, the Court finds that a patient care ombudsman is not necessary for the protection of patients under the specific facts of this Case. Accordingly, the Court declines to appoint a patient care ombudsman in this case. About Henry Anesthesia Associates Henry Anesthesia Associates LLC is a medical practice in Stockbridge, Georgia specializing in anesthesiology. Henry Anesthesia filed a Chapter 11 petition (Bankr. N.D. Ga. CaseNo. 19-64159) on Sept. 6, 2019. In the petition signed by Keith R. Carringer, M.D., manager, the Debtor was estimated to have assets of at least $50,000, and liabilities between $1 million and $10 million. Jones & Walden, LLC, represents the Debtor. HERZ HERZ & REICHLE: Committee Amends Bid to Appoint Trustee ------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 case of Herz, Herz & Reichle Inc., amends its pending motion for an order appointing a trustee. Therefore, by this Amended Motion, the Committee requests the entry of an order pursuant to the Bankruptcy Code appointing a Chapter 11 trustee to manage the properties, assets and affairs of the Debtors and also the Committee requests an expedited hearing to consider this Amended Motion. Attorneys for the Creditors' Committee: Patricia Mulvoy Kipnis, Esq. BAILEY & GLASSER LLP 923 Haddonfield Rd, Suite 307 Cherry Hill, New Jersey 08002 Telephone: (856) 324-8219 Facsimile: (304) 342-1110 Email: pkipnis@baileyglasser.com -- and -- Kevin W. Barrett, Esq. Marc R. Weintraub, Esq. Maggie B. Burrus, Esq. BAILEY & GLASSER LLP 209 Capitol Street Charleston, West Virginia 25301 Telephone: (304) 345-6555 Facsimile: (304) 342-1110 Email: kbarrett@baileyglasser.com mweintraub@baileyglasser.com mburrus@baileyglasser.com About Herz, Herz & Reichle Inc. Herz, Herz & Reichle, Inc and its subsidiaries are privately held companies in Davis, W.Va. that operate in the real estate development industry. Herz, Herz & Reichle Inc., Long Run Realty, Inc. and Timberline Four Seasons Resort sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case Nos. 19-12771, 19-12773 and 19-12775) on April 30, 2019. At the time of the filing, Herz disclosed assets of between $1 million and $10 million and liabilities of the same range. Long Run Realty and Timberline Four each had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The cases have been assigned to Judge Jean K.Fitz Simon. The Debtors are represented by Ciardi Ciardi & Astin, P.C. HIGHLAND SALONS: Unsecureds get Full Payment on Sale of Office Bldg ------------------------------------------------------------------- Highland Salon, L.P., filed a Chapter 11 Plan that says that due to the substantial equity in the Katy Office Building, the Debtor has hired a commercial real estate broker with approval of the Court and intends to sell the building and pay all claimants in full, with interest. Compass Bank, the holder of the SBA Loan, has provided an "as-is" appraisal conducted in January of 2019 revealing an estimated value of $2,410,000 for the property. According to the Disclosure Statement, the Plan proposes to pay off claims as follows: * Class 1 - Secured claim of Taxing authorities, including Harris County and Katy ISD for ad valorem tax for years 2017, 2018 and 2019 in amount of $58,231. IMPAIRED. Single payment of $1,237. * Class 2 - Secured claim of Compass Bank with allowed secured amount $1,103,858. IMPAIRED. Monthly payment of $5,000. Full payment on sale of Office Bldg. * Class 3 - General Unsecured Class. IMPAIRED. Single Payment within 18 months. Full payment on sale of Office Bldg. A full-text copy of the Original Disclosure Statement dated October 18, 2019, is available at https://tinyurl.com/y28gr2sz from PacerMonitor.com at no charge. About Highland Salons Ltd Highland Salons Ltd was founded in 2003 by its current family owners, Manuel Guevara and his spouse Manuel Guevara who incorporated the entity under Texas Law for the purpose of constructing a retail sundries and fuel facility to be located on the expanding Katyarea in Northwest Harris County, Texas. In 2003 the Guevaras acquired a parcel of real property containing 10,440 square feet, located at 21720 Highland Knoll Drive, Katy, Harris County, Texas 77450. The Guevaras invested their own funds and obtained a construction loan. In 2012, the Debtor obtained a loan from U.S. Small Business Administration administered by Compass Bank ("SBA Loan") in the amount of $1,320,000. Guevara constructed the building to house independent salon and spa professionals in Katy, Texas. Currently 50 available stations exist, with over 24 rented at an average rate of $250 per week. Highland Salons sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-30540) on Feb. 1, 2019. At the time of the filing, the Debtor disclosed $3,553,410 in assets and $1,019,255 in liabilities. The case is assigned to Judge David R. Jones. The Debtor tapped Law Office of Peter Johnson as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HTUSA CAR: Seeks to Hire Robl Law Group as Legal Counsel -------------------------------------------------------- HTUSA Car Wash & Lube, Inc. seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia (Atlanta) to hire Robl Law Group, LLC as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. Robl Law's hourly rates are: Michael D. Robl, Esq. $375 Max Bowen, Esq. $250 Lelena Kassa (paralegal) $150 The firm received $12,500 as a retainer. Michael D. Robl, Esq., attests that the firm neither holds nor represents any interest materially adverse to Debtor and its bankruptcy estate. The firm can be reached at: Michael D. Robl, Esq. Robl Law Group, LLC 3754 Lavista Road, Suite 250 Tucker, GA 30084 Tel: (404) 373-5153 Fax: (404) 537-1761 Email: michael@roblgroup.com About HTUSA Car Wash & Lube HTUSA Car Wash & Lube, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-64013) on Sept. 3, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Barbara Ellis-Monro. The Debtor is represented by Michael D. Robl, Esq., at Robl Law Group LLC. INTERRA INNOVATION: Seeks to Hire Ruberto Israel as Legal Counsel ----------------------------------------------------------------- InTerra Innovation, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to hire Ruberto, Israel & Weiner, P.C. as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. provide the Debtor with legal advice with respect to its rights, duties and powers; b. assist the Debtor in taking all necessary action to protect and preserve its estate and any other matters relevant to the case; c. assist the Debtor in investigating and pursuing avoidance actions and other causes of action or claims the Debtor may have against certain parties; d. prepare pleadings, applications and objections as may be necessary in furtherance of the Debtor's interests and objectives; e. consult with any appointed official committee, its counsel, other professionals retained in this case and the U.S. trustee concerning the administration of the estate; f. represent the Debtor in hearings and other judicial proceedings; and g. perform such other legal services as may be required and are deemed to be in the interest of the Debtor. The firm's hourly rates are: James C. Fox, Partner $550 Rion M. Vaughan, Associate $335 Partners $410 - $435 Associates $275 - $260 Paralegals $200 - $260 Ruberto received a retainer in the amount of $60,000. James Fox, Esq., partner at Ruberto, attests 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: James C. Fox, Esq. Ruberto, Israel & Weiner, P.C. 255 State Street, 7th Floor Boston, MA 02109 Phone: (617) 742-4200 Fax : (617) 742-2355 Email: jim_fox@riw.com About InTerra Innovation InTerra Innovation, Inc. -- http://www.interra-innovation.com/-- is a specialty construction materials company focused on providing innovative solutions for the design, manufacture, delivery and installation of products for the construction industry throughout the United States. It offers mobile mixing, specialty grouting, thermal grouting, lightweight cellular concrete, and concrete and specialty pumping. InTerra sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-13469) on Oct. 11, 2019. In the petition signed by Frederick P. Hooper, president, the Debtor was estimated to have assets ranging between $1 million to $10 million and debts of the same range. The Hon. Frank J. Bailey is the case judge. InTerra tapped Ruberto, Israel & Weiner, P.C. to serve as its counsel. IPIC-GOLD CLASS: Landlords Object to Sale of All Assets ------------------------------------------------------- Landlords Federal Realty Investment Trust and Starwood Retail Partners, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware their objection and reservation of rights to the sale by iPic-Gold Class Entertainment, LLC, and its affiliates of substantially all assets to iPic Theaters, LLC. A hearing on the Motion is set for Oct. 28, 2019 at 2:00 p.m. (ET). The objection deadline is Oct. 24, 2019 at 4:00 p.m. (ET). The Debtors lease retail space from the Landlords pursuant to unexpired leases of nonresidential real property at the following locations: (i) Federal - Pike & Rose in North Bethesda, Maryland; (ii) Starwood - The Arboretum at South Barrington in South Barrington, Illinois; and (iii) Starwood - The Promenade at Bolingbrook in Bolingbrook, Illinois. The Leases are leases of real property in a shopping center. On Aug. 15, 2019, the Debtors filed the sale motion, seeking, inter alia, to sell substantially all of their assets to iPic Theaters, LLC, or another successful bidder at auction. The order approving bidding procedures to govern the Sale of all or some of their Assets was approved on Sept. 13, 2019. In connection with the Sale Motion, on Sept. 16, 2019, the Debtors filed that certain Notice of Proposed Assumption and Assignment of Designated Executory Contracts, and the Landlords have separately filed their objection to the Cure Notice. On Oct. 17, 2019, the Debtors conducted an auction and selected the Stalking Horse as the Successful Bidder and Cinemex Holdings USA, Inc. as the Backup Bidder. On Oct. 21, 2019, the Debtors filed a proposed form of Sale Order and Asset Purchase Agreements with both the Successful Bidder and Backup Bidder which contemplate assumption and assignment of Landlords' Leases. The Landlords' objections and reservation of rights to the sale are: a. The Debtors may not assume and assign the Leases unless they demonstrate adequate assurance of future performance. The Successful Bidder and the Backup Bidder have each provided limited adequate assurance of future performance information to the Landlords. With respect to the Stalking Horse Bidder, the adequate assurance information is unclear which entity will receive the assignment of the Leases. * In addition, because it is not clear how many leases the Stalking Horse Bidder will ultimately take, the Landlords have no way to determine the sufficiency of the proposed working capital to fund ongoing store operations post-Closing. The Landlords intend to continue to work with the Stalking Horse Bidder to resolve any outstanding adequate assurance issues prior to the hearing. * With respect to the Backup Bidder, the adequate assurance information that has been provided is insufficient, and to the extent the Backup Bidder becomes the Successful Bidder, more than the provision of the Backup Bidder's and its parent's audited financial statements from 2018 will be required to demonstrate adequate assurance of future performance under the Leases. b. Any assumption and assignment must comply with terms of the Leases. Any assignment must remain subject to all provisions of the Leases, including those provisions concerning use, radius, exclusivity, tenant mix and balance. The Landlords object to any such change in the use or other terms of the Leases. c. The Landlords object to any sale free and clear of the obligations to satisfy unbilled taxes, reconciliations, percentage rent, or other year-end adjustments or unbilled charges that may have accrued under the Leases prior to the assignment of the Leases, but which have not yet been billed. Any assumption and assignment of the Leases cannot cut off the Landlords' right to recover unbilled charges that have accrued, or are accruing, under the Leases. Any order approving the assumption and assignment of the Leases must provide that the assumption and assignment is pursuant to the terms of the Leases. In the alternative, the Debtors must provide (by insurance or otherwise) that it can satisfy the indemnification obligations under the Leases for any such claims that relate to the period prior to any assumption and assignment of the Leases. d. Pursuant to Section 365(l), the Landlords will require a security deposit, parent guaranty or letter of credit as security for the performance of the assignee's obligations under the Leases in the event that the assignee fails to perform on a going-forward basis. e. The Landlords request that, as a condition to any order approving assumption and assignment of any of the Landlords' Leases, the assignee will be required to enter into a short form Assumption and Amendment Agreement whereby the assignee will become directly obligated to the Landlords and the provisions of the Landlords' Leases regarding notice addresses will be modified. The form of Assumption and Amendment Agreement will be made available upon request. f. The Landlords reserve their rights to amend or modify the Objection once Landlords receive additional adequate assurance information related to the Successful Bidder or Backup Bidder. In order to protect the interests of the Landlords, any order approving the sale to the Buyer should protect the Landlords as set forth, and the Court should grant such other relief that the Court finds just and proper. About iPic Entertainment iPic Entertainment Inc. -- http://www.ipic.com/-- operates casual restaurants, farm-to-glass full-service bars, and theater auditoriums with in-theater dining. They currently operate 123 screens at 16 locations in nine states, with an additional two locations under construction, and have executed leases for an additional nine sites in California, Georgia, Virginia, Washington, Connecticut, New York, Texas, and Florida. In addition, they applied for licenses to operate theaters in Saudi Arabia. iPic Entertainment Inc. and 5 affiliates sought Chapter 11 protection on Aug. 5, 2019. The lead case is In re iPic-Gold Class Entertainment, LLC (Bankr. D. Del. Lead Case No. 19-11739). iPic Entertainment disclosed $156,969,000 in assets and $290,860,000 in debt as of May 31, 2019. PACHULSKI STANG ZIEHL & JONES LLP is the Debtors' bankruptcy counsel. AURORA MANAGEMENT PARTNERS is the financial advisor. STRETTO is the claims agent. ITS INVESTING: Case Summary & 7 Unsecured Creditors --------------------------------------------------- Debtor: ITS Investing Spokane, LLC d/b/a Days Inn Spokane 120 W. 3rd Ave. Spokane, WA 99201 Business Description: ITS Investing Spokane, LLC is a privately held company in the hotel industry. Chapter 11 Petition Date: October 24, 2019 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Case No.: 19-02753 Judge: Hon. Frank L. Kurtz Debtor's Counsel: Timothy R. Fischer, Esq. WINSTON & CASHATT, LAWYERS 601 W. Riverside Avenue, Ste #1900 Spokane, WA 99201 Tel: 509-838-6131 E-mail: trf@winstoncashatt.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lee Friedman, president. A copy of the Debtor's list of seven unsecured creditors is available for free at: http://bankrupt.com/misc/waeb19-02753_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/waeb19-02753.pdf J & K LOGGING: Seeks to Hire Lane Law as Legal Counsel ------------------------------------------------------ J & K Logging, Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to hire The Lane Law Firm, PLLC as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. assist, advise and represent the Debtor relative to the administration of its bankruptcy case; b. assist, advise and represent the Debtor in analyzing its assets and liabilities, investigate the extent and validity of lien and claims, and participate in and review any proposed asset sales or dispositions; c. attend meetings and negotiate with representatives of secured creditors; d. assist the Debtors in the preparation, analysis and negotiation of any plan of reorganization; e. take all necessary actions to protect and preserve the interests of the Debtors; and f. appear, as appropriate, before the bankruptcy court, the appellate courts and other courts in which matters may be heard to protect the interests of Debtors. The firm charges $350 per hour for managing or supervising attorneys, $250 per hour for associate attorneys, and $175 per hour for the bankruptcy legal assistants. Lane Law Firm received a retainer from J & K Logging, Inc. in the amount of $25,800 for financial advice and representation of the Debtor. Russell Van Beustring, Esq., at Lane Law Firm, attests that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Russell Van Beustring The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Phone: (713) 595-8200 Fax: (713) 595-8201 About J & K Logging, Inc. J & K Logging, Inc. is a trucking company providing freight transportation services. J & K Logging, Inc. filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35189) on Sept. 13, 2019. In the petition signed by Joshua Russell, president, the Debtor estimated $1,323,905 in assets and $1,314,807 in liabilities. The case is assigned to Judge Jeffrey P. Norman. Russell Van Beustring, Esq., at the Lane Law Firm, represents the Debtor as counsel. JOHN B. TALLENT: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: John B. Tallent, LLC 1937 N. Sharon Amity Road Charlotte, NC 28205 Business Description: John B. Tallent, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 24, 2019 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Case No.: 19-31454 Judge: Hon. J. Craig Whitley Debtor's Counsel: John C. Woodman, Esq. ESSEX RICHARDS, P.A. 1701 South Boulevard Charlotte, NC 28203 Tel: 704-377-4300 Fax: 704-372-1357 E-mail: jwoodman@essexrichards.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by John B. Tallent, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/ncwb19-31454.pdf JPM REALTY: Exclusivity Period Extended Until Dec. 14 ----------------------------------------------------- Judge Robert Opel, II of the U.S. Bankruptcy Court for the Middle District of Pennsylvania extended the period during which JPM Realty, Inc. has the exclusive right to file a Chapter 11 plan to Dec. 14. JPM said it needed additional time to deal with any objections to its plan, attend a hearing on approval of the disclosure statement, solicit acceptances from creditors and attend the hearing on confirmation of the plan. About JPM Realty Inc. JPM Realty, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04511) on Oct. 24, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Robert N. Opel II presides over the case. The Debtor tapped C. Stephen Gurdin Jr., Esq., as its legal counsel. KATY INDUSTRIES: Committee's Suit v. Victory Park Revived --------------------------------------------------------- Appellant Emerald Capital Advisors, as Plan Administrator and successor to the Official Committee of Unsecured Creditors in the case captioned EMERALD CAPITAL ADVISORS, as Plan Administrator, Appellant, v. VICTORY PARK CAPITAL ADVISORS, LLC; VICTORY PARK MANAGEMENT, LLC; VPC SBIC I, L.P.; and JANSAN ACQUISITION, LLC, Appellees, Civ. No. 18-1081-LPS (D. Del.), appeals the Bankruptcy Court's July 6, 2018 decision, In re Katy Industries, Inc. 590 B.R. 628 (Bankr. D. Del. 2018), and related Order, issued by the Honorable Kevin J. Carey, dismissing with prejudice a complaint filed by the Official Committee of Unsecured Creditors. Upon review, District Judge Leonard Stark reverses the decision in part and remands to the Bankruptcy Court for entry of an order granting leave to amend the Complaint. Katy Industries, Inc. and its debtor affiliates filed for Chapter 11 protection to consummate a $63 million sale of substantially all of their assets to Jansan Acquisition, LLC, their debtor-in-possession lender and proposed stalking-horse purchaser. The deal was subject to competitive bidding and auction. Jansan was a joint venture between the Debtors' prepetition second-lien lenders, i.e., Victory Park and Centrex, which contributed their secured debt; and Highview Capital, LLC, which contributed the cash needed to provide DIP financing to the Debtors. The Debtors, however, did not receive other qualified bids and proceeded to consummate the deal in July 2017. At closing, Jansan offset $36.7 million of the Victory Park Second-Lien Debt -- including $7.5 million that Victory Park advanced to the Debtors prior to the bankruptcy filing -- against the $63 million purchase price for the Debtors' assets. The Committee has questioned the $7.5 million advance as to whether it should be properly characterized as an equity infusion or it is susceptible to equitable subordination. The Committee initiated the Adversary Proceeding on July 25, 2017, against Victory Park, Jansan, and Charles Asfour, a Victory Park principal and former Chairman of the Board of the Debtors. The Committee asserted causes of action against Victory Park and Jansan for: (i) recharacterization or equitable subordination of Victory Park's claims on account of $7.5 million of Challenged Advances spanning July 2016 to April 2017 (Counts I and II); (ii) avoidance of the sale of the Debtors' assets to the extent it was made in exchange for a putative credit bid of a recharacterized or subordinated claim (Counts III and IV); and (iii) recovery of funds from Jansan, as transferee of an avoided transfer (Count V). In addition, the Committee asserted separate causes of action against Asfour (Counts VI and VII) that are not at issue in this appeal. On July 6, 2018, the Bankruptcy Court entered the Dismissal Order, dismissing the Complaint "in its entirety, with prejudice". According to Judge Stark, with one exception not material to this appeal, the Bankruptcy Court's dismissal of Counts I-V of the Complaint was premised on the perceived legal effect of entry of the Sale Order or the closing of the sale transaction (or both). With respect to the Committee's recharacterization and subordination claims (Counts I and II), the Bankruptcy Court acknowledged the Committee's argument that successful prosecution of these claims would require Jansan to pay $7.5 million to the Debtors' bankruptcy estates, but concluded that an award of such relief would amount to "partial invalidation" of the Sale Order and "would turn on its head the finality necessary for the legitimacy of the Section 363 sale process." With respect to the Committee's claim for avoidance of an unauthorized post-petition transfer under section 549 of the Bankruptcy Code (Count IV), the Bankruptcy Court concluded that "the Sale Order specifically authorized the credit bidding of the [Challenged] Advances, the property transfers in question." With respect to the Committee's claim for recovery of avoided transfers (Count V), the Bankruptcy Court concluded that the dismissal of the avoidance counts precluded recovery on this theory. As Emerald correctly points out, all of these conclusions are simply different ways of saying that the entry of the Sale Order and/or the closing of the sale transaction served to cut off the Committee's rights and remedies with respect to its "Challenge" under the Final DIP Order. The Bankruptcy Court's rulings, however, are in direct conflict with paragraph 48 of the Sale Order, according to Judge Stark. The Decision does not square its ruling on the Dismissal Motion with this provision of the Sale Order. Rather, the Bankruptcy Court seems to conclude that its perceived inability to fashion a remedy eliminates the Committee's rights under paragraph 48 of the Sale Order. Appellant submits that this was reversible error because the Bankruptcy Court was obligated to give effect to its prior order, particularly given the Committee's reasonable reliance on that order in standing down from pressing its "Challenge" rights at the July 17, 2017 sale hearing. The District Court agrees with Appellant. Paragraph 48 of the Sale Order expressly preserved the Committee's rights and remedies with respect to the "Challenge" embodied in its Complaint, against any effect that otherwise might have resulted from the entry of the Sale Order or the closing of the sale transaction. Parties "may expressly reserve in a consent judgment the right to relitigate some or all issues that would otherwise have been barred between the same parties." The Committee's Challenge rights clearly included rights and remedies with respect to Jansan's credit bid of the Second Lien Debt. At the time the Sale Order was entered, the "allowed" amount of the Second-Lien Debt that Jansan would be entitled to credit bid under section 363(k) remained subject to the Committee's "Challenge" rights under paragraph 26 the Final DIP Order. The unambiguous language of this provision, combined with the unambiguous language of Paragraph 48 of the Sale Order, combine to make clear that Appellant's Challenge survived both entry of the Sale Order and the closing of the transactions. Appellees make no effort to harmonize the Bankruptcy Court's dismissal order with the plain language of paragraph 48 of the Sale Order. Rather, they introduce a host of other reasons for why the closing of a sale or credit bidding of a claim would ordinarily cut off relief of the sort the Committee sought in the Complaint. None of the cases cited by Appellees involved the unusual feature of a Sale Order that expressly preserved rights and remedies for litigation post-closing, and Appellees' arguments do not provide the Court with an independent basis to affirm the Dismissal Order. Therefore, none of Appellees' arguments justify affirmance of the Bankruptcy Court's order. For these reasons, the District Court reverses the Decision, except to the limited extent that it is not being challenged as to the dismissal of Count VI, and remands to the Bankruptcy Court for entry of an order granting leave to amend the Complaint. A copy of the Court's Memorandum dated Sept. 30, 2019 is available at https://bit.ly/35YxXIx from Leagle.com. Official Committee of Unsecured Creditors of Katy Industries, Inc., Appellant, represented by Joseph N. Argentina, Jr. -- joseph.argentina@dbr.com -- Drinker Biddle & Reath LLP, Patrick A. Jackson -- patrick.jackson@dbr.com -- Drinker Biddle & Reath LLP & Steven K. Kortanek – steven.kortanek@dbr.com -- Drinker Biddle & Reath LLP. Victory Park Capital Advisors, LLC, Victory Park Management, LLC, VPC SBIC I, L.P. & Charles Asfour, Appellees, represented by Jeremy W. Ryan -- jryan@potteranderson.com -- Potter Anderson & Corroon, LLP. Jansan Acquisition, LLC, Appellee, represented by Robert A. Weber -- robert.weber@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP. About Katy Industries Katy Industries, Inc. -- http://www.katyindustries.com/-- a publicly traded Delaware corporation, and its wholly-owned direct and indirect subsidiaries were organized as a Delaware corporation in 1967. The Company is a well-known manufacturer, importer, and distributor of commercial cleaning and consumer storage products as well as a contract manufacturer of structural foam products. It distributes its products across the United States and Canada. It is best known for such brands as Continental, Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many others. The Company operates three manufacturing facilities located in Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate headquarters located in St. Louis, Missouri. Katy Industries, Inc., and its affiliates filed a voluntary petition for relief under the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11101) on May 14, 2017. In the petition signed by CRO Lawrence Perkins, Katy Industries disclosed $821,321 in assets and $58,421,346 in liabilities. Stuart M. Brown, Esq., at DLA Piper LLP (US), is the Debtors' bankruptcy counsel. JND Corporate Restructuring is the claims and noticing agent. M.J. Renick & Associates LLC has been appointed by the Court as fee examiner. On July 31, 2017, the Office of the U.S. Trustee formed a committee of retirees. The Retirees' Committee retained Womble Carlyle Sandridge & Rice, LLP, as legal counsel. KHRL GROUP: TransPecos Says Garcias' Plan Patently Unconfirmable ---------------------------------------------------------------- TransPecos Bank, SSB, filed an objection to the Joint Disclosure Statement for Papa Grande Gourmet Foods, LLC and KHRL Group, LLC filed by Kenneth D. Garcia and Hilda Carrillo Garcia. In its objection, the Bank pointed out that: * The Garcias fail to disclose that they did not pay the 2017 property taxes, which required the Bank to make a protective advance in November 2018 to satisfy the taxing authority and that this constituted a default under the loan documents. * The Garcias fail to note that the Bank opposed the Debtors use of cash collateral. * The Garcias fail to disclose that the Court sua sponte reduced Mr. Garcia's salary from $220,000 to $150,000 at a hearing conducted on March 21, 2019. * The Garcias fail to note that they substantially overstated the accounts receivable of the Debtors and made misrepresentations to the Court. * The Garcias assert that "Papa Grande has focused on improving its efficiency by hiring an experienced . . . CPA/CFO" yet fail to disclose that the CPA/CFO resigned months ago. * The Garcias file to note that, under their leadership and direction, Papa Grande lost money in all but one or two weeks after the Petition Date. * The Garcias fail to provide the accounting method used to produce financial information disclosed in the Disclosure Statement and the name of any accountants responsible for such information, if any. * The Disclosure Statement does not disclose the Garcias' basis for their projections or any assumptions underlying the same. * The Garcias assert that the Debtors will "pay property taxes currently due and payable for tax year 2019 in January 2020 using its escrowed property taxes" yet fail to disclose the amount of the escrowed property taxes, if any. * The Garcias should disclose their rationale and basis for bifurcating the critical vendors from the general unsecured creditors. * The Garcias fail to disclose that they personally guaranteed the obligations owed to the Bank and that there is a state court lawsuit pending against them. * The Garcias fail to provide proposed restructuring loan documents for the Bank to review. According to the Bank, the plan is patently unconfirmable as the Debtors' will not be able to sustain their heavy burden of substantive consolidation. It added that no disclosure that the affairs of the debtors are so entangled that consolidation will benefit the Debtors' estates. As reported in the TCR, Kenneth D. Garcia and Hilda Carrillo Garcia, joint-equity holders of KHRL Group, LLC, and Papa Grande Gourmet Foods, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, a disclosure statement explaining the joint consolidating chapter 11 plan for the Debtors. Brad Gilbert will provide an unsecured line of credit to the Debtors in the amount of $1,000,000. The Debtor will pay critical unsecured vendor claims a 100% dividend in quarterly payments over 60 months beginning Jan. 1, 2020. A full-text copy of the Disclosure Statement dated Sept. 24, 2019, is available at https://tinyurl.com/y4ce8grk from Attorneys for Transpecos Banks, SSB: Morris D. Weiss Mark C. Taylor Cleveland R. Burke Evan J. Atkinson WALLER LANSDEN DORTCH & DAVIS, LLP 100 Congress Avenue, Suite 1800 Austin, Texas 78701 (512) 685-6400 (512) 685-6417 (FAX) E-mail: morris.weiss@wallerlaw.com mark.taylor@wallerlaw.com cleve.burke@wallerlaw.com evan.atkinson@wallerlaw.com About KHRL Group Papa Grande Gourmet Foods LLC -- http://garciafoods.com/-- is a producer of a growing line of Mexican food products including tamales, fajitas, chorizo, shredded chicken, picadillo, carne guisada, carnitas, chili, refried beans and rice. Founded in 1956 by Andy Garcia, Papa Grande conducts business under the name Garcia Foods. KHRL Group, LLC owns the real estate used in the business. KHRL Group and Papa Grande filed voluntary Chapter 11 petitions (Bankr. W.D. Tex. Lead Case No. 19-50390) on Feb. 25, 2019. At the time of filing, both Debtors estimated their assets and liabilities under $10 million. The Hon. Ronald B. King is the case judge. Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, is the Debtors' counsel. KIM FUNDING: Sent to Chapter 7 Bankruptcy; Nov. 13 Hearing Set -------------------------------------------------------------- Alleged creditors owed a total of $14.25 million signed an involuntary petition to send San Diego, California-based Kim Funding, LLC, to Chapter 7 bankruptcy liquidation. On Sept. 11, 2019, an involuntary petition on behalf of Kim Funding was filed by these petitioning creditors: Petitioner Type of Claim Claim Amount ---------- ------------- ------------ L'Audace, LLC, Unsecured Loan $7,750,000 Malekkhosravi Trust Unsecured Loan $4,000,000 Nima Malekkhosravi, Unsecured Loan $1,000,000 Weiler-Moore Family Trust Unsecured Loan $1,000,000 ABPS LLC Unsecured Loan $500,000 ----------- $14,250,000 The petitioning creditors are represented by: Ali Mojdehi Barnes & Thornburg LLP Tel: 424-386-4961 E-mail: amojdehi@btlaw.com A summons was issued Sept. 12, 2019, a day after the filing of the involuntary petition. Yet as of Oct. 11, 2019, Petitioning Creditors have not served the summons on the Debtor or filed a proof of service of summons as required by Federal Rule of Bankruptcy Procedure 1010(a). And no dismissal order has been entered. Accordingly, Judge Christopher B. Latham of the U.S. Bankruptcy Court for the Southern District of California on Oct. 11, 2019, entered an order directing the Petitioning Creditors to show cause why it should not dismiss the bankruptcy case for want of prosecution pursuant to 11 U.S.C. Sec. 303(j)(3). Petitioning Creditors are directed to file a response by Nov. 4, 2019. The court will then hold a hearing on Nov. 13, 2019 at 2:00 p.m. in Department 5, Room 318, Jacob Weinberger United States Courthouse, 325 West F Street, San Diego, California 92101-6991. If no timely response is filed, the court will dismiss the case without further proceedings. KIP AND ANDREA: Court Rules on Lender Row over Equipment -------------------------------------------------------- Bankruptcy Judge Shon Hastings in Nevada granted, in part, and denied, in part, Kip and Andrea Richards' Motion to Amend Order Granting Motion for Civil Contempt and Sanctions. On Jan. 24, 2019, Rabo AgriFinance, LLC filed a Motion for Civil Contempt and Sanctions Regarding Deed and Equipment. Rabo served notice of this motion on debtor Kip and Andrea Richards Family Farm & Ranch, LLC; Kip and Andrea Richards; and Larry Richards. The Court held a hearing on this motion on Feb. 27, 2019. Rabo appeared through counsel. The Debtor did not appear. Kip Richards attended the hearing. The Court granted Rabo's Motion for Civil Contempt and Sanctions Regarding Deed and Equipment Pursuant to Rule 7070 of the Federal Rules on Bankruptcy Procedure, and entered an Order and Judgment divesting the Debtor of title to the real estate at issue and vesting it in Rabo as a sanction for the Debtor's failure to execute the warranty deed as ordered by the Court. The Court also entered a Writ of Execution granting authority to repossess and sell the machinery and equipment listed in Document 526 as a sanction for failure to voluntarily turn over machinery and equipment to Rabo or sell the machinery and equipment and submit the proceeds to Rabo. At the hearings on the motion, Kip and Andrea Richards claimed they purchased and own numerous pieces of equipment listed in the Writ of Execution. Although Kip Richards testified that he transferred virtually all of their machinery and equipment to the Debtor, Kip and Andrea Richards claim the Debtor transferred it back to them prior to petitioning for bankruptcy relief. Despite the purported transfer of the machinery and equipment back to the Richards, the Debtor's bankruptcy schedules -- that Kip Richards declared were true and correct -- and its operating reports -- that Andrea Richards prepared -- and the corporate tax returns -- that Kip Richards signed -- reflect that the Debtor owned this property. Kip and Andrea Richards claim these documents were inaccurate and argue that these filings are not documents of ownership. In response, Rabo asserts that Kip and Andrea Richards should be equitably estopped from claiming ownership of the equipment listed in the Writ of Execution. According to the Bankruptcy Court, to prevail under a theory of equitable estoppel under Nebraska law, Rabo must establish: (1)conduct which amounts to a false representation or concealment of material facts or, at least, which is calculated to convey the impression that the facts are otherwise than, and inconsistent with, those which the party subsequently attempts to assert; (2) the intention, or at least the expectation, that such conduct shall be acted upon by, or influence, the other party or other persons; (3) knowledge, actual or constructive, of the real facts; (4) lack of knowledge and of the means of knowledge of the truth as to the facts in question; (5) reliance, in good faith, upon the conduct or statements of the party to be estopped; and (6) action or inaction based thereon of such a character as to change the position or status of the party claiming the estoppel. Kip and Andrea Richards did not specifically dispute that Rabo met the first three elements of equitable estoppel in this case, and the Court finds that Rabo satisfied them. The Court said Rabo established that Kip Richards, in his capacity as the managing member of the Debtor, made repeated false representations and concealed material facts related to the ownership of most of the machinery and equipment at issue. In the schedules the Debtor filed in this case and in the tax returns it filed with taxing authorities, Kip Richards represented that the Debtor owned the large majority of the machinery and equipment in the Writ of Execution. He also authorized the Debtor to file operating reports that included this machinery and equipment. Consistent with these representations, Kip and Andrea Richards did not list most of this machinery and equipment on their 2015 and 2016 personal tax returns or in the balance sheet they provided to Rabo shortly before plan confirmation. Conversely, Kip Richards testified at the June 28, 2019, hearing that he owned many of the pieces of machinery and equipment, making his earlier representations on the schedules, operating reports and other documents false representations. Kip Richards' misrepresentations were calculated to convey the impression that the Debtor owned the machinery and equipment at issue. By intentionally making these representations, Kip Richards knew and intended that Rabo would act upon, or be influenced by, his misrepresentations that Debtor owned the machinery and equipment. The last element requires "action or inaction based thereon of such a character as to change the position or status of the party claiming the estoppel." Kip and Andrea Richards claim that Rabo did not perfect a security interest in machinery and equipment prior to the Debtor's bankruptcy petition, and it did not insist that the Debtor include a detailed list of machinery and equipment in the Confirmed Plan; consequently, it will not be harmed by an amended writ excluding the property Kip and Andrea Richards claim they own. The Court is not persuaded. Rabo agreed to a stipulated plan in reliance on the representation in the Confirmed Plan that the Debtor would liquidate its machinery and equipment and in reliance on the schedules and operating reports representing that the Debtor owned certain equipment. It also dismissed its litigation against Kip and Andrea Richards as guarantors of the Debtor in reliance on their individual balance sheet. Rabo offered evidence sufficient to meet the fifth element. Accordingly, the Court held that Kip and Andrea Richards are equitably estopped from asserting ownership to any of the machinery and equipment at issue except the skid steer, all-terrain vehicle and titled vehicles. Kip Richards consistently asserted an ownership interest in the skid steer and all-terrain vehicle. He is not estopped from asserting a claim to them now. Further, the Court finds that Kip Richards owns these pieces of equipment. The Court said Kip and Andrea Richards did not offer authority showing that Rabo must initiate an adversary proceeding to determine whether the Debtor is the owner of property it listed in schedules, operating reports and tax returns before seeking a remedy under 11 U.S.C. section 1142 to enforce the provisions of a confirmed plan or before seeking a writ of execution under Rule 7070 against the machinery and equipment it seeks to recover under the terms of the Confirmed Plan. Further, they did not file an adversary proceeding claiming they owned the machinery and equipment at issue. They waived any right to pursue an adversary proceeding by agreeing to the procedure proposed by the Court. A copy of the Court's Order dated Sept. 30, 2019 is available at https://bit.ly/2J7kQe9 from Leagle.com. Kip and Andrea Richards Family Farm & Ranch, LLC, Debtor, pro se. Jerry Jensen, U.S. Trustee, pro se. About Kip and Andrea Richards Family Farm Headquartered in Hayes Center, Nebraska, Kip and Andrea Richards Family Farm & Ranch, LLC, dba Richards Farm & Ranch, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 15-40070) on Jan. 21, 2015. In the petition signed by Kip L. Richards, manager, the Debtor estimated its assets at between $10 million and $50 million and its debts at between $1 million and $10 million. Judge Shon Hastings presides over the case. William L. Biggs, Jr., Esq., and Frederick D. Stehlik, Esq., at Gross & Welch serve as the Debtors' counsel. A Chapter 11 Plan was confirmed Feb. 27, 2017. KP ENGINEERING: Committee Seeks to Hire Foley Gardere as Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of KP Engineering, LP and KP Engineering LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to hire Foley Gardere, Foley & Lardner LLP as its legal counsel. The firm will provide these services to the committee in connection with the Debtors' Chapter 11 cases: (a) advise the committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; (b) assist and advise the committee in its consultation with the Debtors relative to the administration of these cases; (c) attend meetings and negotiate with the representatives of the Debtors and other parties-in-interest; (d) assist and advise the committee in its examination and analysis of the conduct of the Debtors' affairs; (e) assist and advise the committee in connection with any sale of the Debtors' assets pursuant to section 363 of the Bankruptcy Code; (f) assist the committee in the review, analysis and negotiation of any chapter 11 plan(s) of reorganization or liquidation that may be filed and assist the committee in the review, analysis and negotiation of the disclosure statement accompanying any such plan; (g) assist the committee in analyzing the claims asserted against and interests asserted in the Debtors, in negotiating with the holders of such claims and interests, and in bringing, participating, or advising the committee with respect to contested matters and adversary proceedings, including objections or estimations proceedings, with respect to such claims or interests; (h) assist with the committee's review of the Debtors' Schedules of Assets and Liabilities, Statement of Financial Affairs and other financing reports prepared by the Debtors, and the committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the historic and ongoing operation of their businesses; (i) assist the committee in its analysis of, and negotiations with, the Debtors or any third party related to, among other things, cash collateral issues, financings, compromises of controversies, assumption or rejection of executory contracts and unexpired leases, and matters affecting the automatic stay; (j) take all necessary action to protect and preserve the interests of the committee, including (i) possible prosecution of actions on its behalf; and (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved; (k) generally prepare on behalf of the committee all necessary motions, applications, answers, orders, reports, replies, responses, and papers in support of positions taken by the committee; (l) appear, as appropriate, before this Court, the appellate courts, and the United States Trustee, and protect the interests of the committee before those courts and before the United States Trustee; (m) investigate and analyze the existence, extent, validity, enforceability, and priority of liens asserted against the Debtors, and participate as necessary in any action related to such investigation; (n) to the extent requested by the committee, analyze any other state law issues related these Chapter 11 Cases; (o) to the extent requested by the committee, participate in any related investigation of the Debtors and/or the Debtors' secured lenders to the extent related to (a) and (b) above; (p) take all actions, including attending meetings, reviewing pleadings, preparing or filing pleadings and/or submitting reports that are related to items (a)-(p), review, analyze and respond to related pleadings or reports filed by other parties and participate at hearings on such pleadings or reports; and (q) perform all other necessary legal services in these cases. The hourly rates of its attorneys expected to primarily work on this matter range between $435 and $785 for the calendar year 2019. The hourly rates of paraprofessionals expected to primarily work on this matter range between $60 to $265. John P. Melko, a partner of the law firm Foley & Lardner LLP, attests that Foley does not hold or represent an interest adverse to the Debtor, their estate or the committee, and, therefore, is a "disinterested" person within the meaning of Sections 101(14) and 327(a) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, John P. Melko disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the committee in the 12 months prepetition; and -- Foley expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Foley reserves all rights. The committee has approved Foley's proposed hourly billing rates. The firm can be reached at: John P. Melko, Esq. Sharon M. Beausoleil, Esq. Sean T. Wilson, Esq. FOLEY GARDERE Foley & Lardner LLP 1000 Louisiana Street, Suite 2000 Houston, TX 77002 Tel: 713.276.5500 Fax: 713.276-5555 Email: jmelko@foley.com sbeausoleil@foley.com swilson@foley.com About KP Engineering KP Engineering, LP and KP Engineering, LLC -- https://www.kpe.com -- are primarily engaged in the business of designing and executing customized engineering, procurement, and construction projects for the refining, midstream, and chemical industries. As an EPC contractor, the companies generally enter into agreements with owners pursuant to which they will design a facility, procure the needed equipment and materials, and supervise construction of the facility. KP Engineering, LP and KP Engineering, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-34698) on Aug. 22, 2019. At the time of the filing, KP Engineering had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The cases have been assigned to Judge David R. Jones. KP Engineering tapped Hunton Andrews Kurth LLP and Okin Adams LLC as legal counsel; Claro Group LLC as restructuring advisor; and Omni Management Group, Inc. as claims and noticing agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee of unsecured creditors on Sept. 6, 2019. KP ENGINEERING: Committee Taps A&M as Financial Advisor ------------------------------------------------------- The official committee of unsecured creditors of KP Engineering, LP and KP Engineering LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to hire Alvarez & Marsal North America, LLC as its financial advisor effective as of Sept. 12, 2019. The firm will provide these services to the committee in connection with the Debtors' Chapter 11 cases: (a) assist in the assessment and monitoring of cash flow budgets, liquidity and operating results; (b) assist in the review of Court disclosures, including the Schedules of Assets and Liabilities, the Statements of Financial Affairs, Monthly Operating Reports, and Periodic Reports; (c) assist in the review of the Debtors' cost/benefit evaluations with respect to the assumption or rejection of executory contracts or unexpired leases; (d) assist in the analysis of any assets and liabilities and any proposed transactions for which Court approval is sought; (e) assist in the review of the Debtors' proposed key employee retention plan and key employee incentive plan; (f) attend meetings with the Debtors, the Debtors' lenders and creditors, potential investors, the Committee and any other official committees organized in these chapter 11 cases, the U.S. Trustee, other parties in interest, and professionals hired by the same, as requested; (g) assist in the investigation and pursuit of avoidance actions; (h) assist in the review of the claims reconciliation and estimation process; (i) assist in the review of the Debtors' business plan; (j) assist in the review of the sales or dispositions of the Debtors' assets, including allocation of sale proceeds; (k) monitor other insolvency proceedings in other jurisdictions related to the Debtor and its subsidiaries (l) assist in the review or preparation of information and analysis necessary for the confirmation of a plan in these chapter 11 cases; and (m) render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary, consistent with the role of a financial advisor and not duplicative of services provided by other professionals in these chapter 11 cases. A&M's hourly rates are: Restructuring Services Managing Directors $875 - $1,100 Directors $675 - $850 Associates $525 - $650 Analysts $400 - $475 Disputes & Investigations Services Managing Directors $650 - $1,050 Directors $550 - $800 Managers $500 - $550 Associates $350 - $500 Mark Greenberg, managing director of A&M, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark Greenberg Alvarez & Marsal North America, LLC 600 Madison Avenue, 8th Floor New York, NY 10022 Tel: +1 212 759 4433 Fax: +1 212 759 5532 About KP Engineering KP Engineering, LP and KP Engineering, LLC -- https://www.kpe.com -- are primarily engaged in the business of designing and executing customized engineering, procurement, and construction projects for the refining, midstream, and chemical industries. As an EPC contractor, the companies generally enter into agreements with owners pursuant to which they will design a facility, procure the needed equipment and materials, and supervise construction of the facility. KP Engineering, LP and KP Engineering, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-34698) on Aug. 22, 2019. At the time of the filing, KP Engineering had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The cases have been assigned to Judge David R. Jones. KP Engineering tapped Hunton Andrews Kurth LLP and Okin Adams LLC as legal counsel; Claro Group LLC as restructuring advisor; and Omni Management Group, Inc. as claims and noticing agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee of unsecured creditors on Sept. 6, 2019. KP ENGINEERING: Targa Pipeline Seeks Court to Deny DIP Financing ---------------------------------------------------------------- Targa Pipeline Mid-Continent WestTex, LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a joinder to the supplemental objection of the Official Committee of Unsecured Creditors to the motion of Debtors KP Engineering, LP et al. for entry of order authorizing to obtain postpetition financing. Targa requests that the Court: (i) deny the DIP Financing Motion absent modifications in accordance with the Committee's objection to the DIP Financing Motion; and (ii) grant Targa such other and further relief as the Court may deem just, proper and equitable. Targa Pipeline is represented by: PORTER HEDGES LLP Joshua W. Wolfshohl Amy K. Wolfshohl Porter Hedges LLP 1000 Main Street, 36th Floor Houston, Texas 77002-6341 Tel: (713) 226-6000 Fax: (713) 228-1331 About KP Engineering KP Engineering, LP and KP Engineering, LLC -- https://www.kpe.com-- are primarily engaged in the business of designing and executing customized engineering, procurement, and construction projects for the refining, midstream, and chemical industries. As an EPC contractor, the companies generally enter into agreements with owners pursuant to which they will design a facility, procure the needed equipment and materials, and supervise construction of the facility. KP Engineering, LP and KP Engineering, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-34698) on Aug. 22, 2019. At the time of the filing, KP Engineering had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The cases have been assigned to Judge David R. Jones. KP Engineering tapped Hunton Andrews Kurth LLP and Okin Adams LLC as legal counsel; Claro Group LLC as restructuring advisor; and Omni Management Group, Inc. as claims and noticing agent. KUM GANG: Case Summary & 7 Unsecured Creditors ---------------------------------------------- Debtor: Kum Gang, Inc. 13828 Northern Blvd Flushing, NY 11354-3406 Business Description: Kum Gang, Inc. operates a restaurant, a banquet hall and catering business, operating under the name of "Kum Gang San." The business operates on a 24/7 basis and specializes in Korean cuisine. Kum Gang previously sought bankruptcy protection on (i) July 12, 2018 (Bankr. E.D.N.Y. Case No. 18-43997); (ii) April 30, 2015 (Bankr. E.D.N.Y. Case No. 15-42018); and (iii) April 30, 2015 (Bankr. E.D.N.Y. Case No. 15-42020). Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-46432 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: H. Bruce Bronson, Esq. BRONSON LAW OFFICES, P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Tel: 877-385-7793 Fax: 888-908-6906 E-mail: ecf@bronsonlaw.net hbbronson@bronsonlaw.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ji Sung Yoo, president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb19-46432.pdf LAKESHORE FARMS: Unsecureds to Get 21% in 7 Years ------------------------------------------------- Lakeshore Farms, Inc., filed a Chapter 11 plan that says the Debtor has negotiated a consensual debt restructure with Frontier Bank Under the Plan, $1,300,000 of the approximately $2,633,749 allowed claim of Frontier Bank is treated as a Class 4 Secured Claim under the Plan with the approximately $1,333,748.93 balance of the of the allowed Claim of Frontier Bank treated as a Class 12 unsecured Claim. The Debtor or Reorganized Debtor will pay the total allowed amount of Frontier Bank's Class 4 Claim pursuant to the terms of the Original Note and Loan Documents, subject to the following modifications: (1) the principal balance owed under the Modified Note shall be $1,400,000, (2) interest will accrue on $1,400,000 balance of the outstanding principal balance owed under the interest accruing component of the Modified Note at the fixed rate of 5.5% per annum from the Effective Date. The Debtor/Reorganized Debtor will make annual payments on the outstanding principal and interest owed on the Modified Note based on an eight-year amortization schedule, with the first principal and interest payment due on or before December 15, 2020 and the final payment due on or before Dec. 15, 2027; and (3) the Debtor/Reorganized Debtor may prepay the Modified Note at any time without penalty. Holders of unsecured claims totaling $2,733,191.00, includin the $1,233,748.93 Frontier Bank Unsecured Note, will be paid over 7 years in an annual principal reduction payment equal to 3% of each claimant['s claim beginning on Dec. 15, 2020 and ending on December 15, 2026. Total payout to the Class 12 claimants under the plan equals 21% of each class claimant's claim. The end result of Jon Russell running the farm, leasing the Lakeshore Equipment from Lakeshore Farms and making New Value contributions to Lakeshore Farms is the ability for Lakeshore Farms to make substantially greater payments to all of its creditors under the plan than if Lakeshore Farms were to continue to run the farm and formulate a plan around Lakeshore Farms operating the farm. A full-text copy of the Fourth Amended Disclosure Statement dated Oct. 18, 2019, is available at https://tinyurl.com/y2ztdunz from PacerMonitor.com at no charge. About Lakeshore Farms Lakeshore Farms, Inc., is a privately held company in Forest City, Missouri in the oilseed and grain farming industry. Lakeshore Farms filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 18-50077) on Feb. 28, 2018. In the petition signed by Jonathan L. Russell, president, the Debtor disclosed $8.52 million in total assets and $5.57 million in total debt. The case is assigned to Judge Brian T. Fenimore. Evans & Mullinix, P.A., is counsel to the Debtor. LEGACY RESERVES: Says Creditors Committee Trying to Delay Hearing ----------------------------------------------------------------- Legacy Reserves Inc. and its affiliated debtors filed an objection to the emergency motion of the Official Committee of Unsecured Creditors for order compelling Debtors to comply with the Court-approved procedures for solicitation of votes on the Plan, and extend the voting deadline for holders of Class 5 Notes Claims. The Committee tells the Court that the Debtors violated the Solicitation Procedures Order by failing to include a Return Envelope (i.e., a pre-adressed, postage prepaid envelope) in the Solicitation Package. With no Return Envelope or return address in the Solicitation Package to transmit Beneficial Holder Ballots, Beneficial Holders of Class 5 Notes Claims do not know where to return their completed Beneficial Holder Ballot without engaging in a potentially time-consuming process to first identify their Nominee and then the appropriate contact person or department at their Nominee who can provide the required voting information. The Committee requests immediate relief from the Court to correct the deficiencies in the solicitation process implemented by the Debtors. In response, Legacy claims that the Debtors and their solicitation and voting agent, Kurtzman Carson Consultants, LLC, have adhered to the terms of the Solicitation Procedures Order and the Solicitation and Voting Procedures approved therein. When the Committee recently reported untested anecdotes that certain Beneficial Holders of Class 5 Notes Claims were allegedly confused by the voting instructions provided by their Nominees, the Debtors proposed a minor enhancement to the existing solicitation process in an effort to eliminate any such alleged confusion. However, rather than working in good faith with the Debtors on a consensual resolution of its concerns, the Committee instead chose to file the Motion to Compel Resolicitation. The Motion to Compel Resolicitation reveals the Committee's true goal -- delaying the Confirmation Hearing. Delaying the Confirmation Hearing jeopardizes the Global RSA and the recoveries to unsecured creditors under the Plan. Without the Global RSA, the Debtors' unsecured creditors will not be entitled to receive any distributions on account of their claims. Acknowledging that its requested delay will jeopardize the Global RSA -- pursuant to which the Committee's constituents are receiving distributions that they would not otherwise receive -- the Committee in the alternative requests that the Court preemptively deem Class 5 to reject the Plan. The Committee's proposal would improperly deny its own constituents with the right to vote to accept the Debtors' Plan in order to support the Committee's litigation strategy. The Debtors' should be permitted to continue with the solicitation process, and the relief sought by the Committee in the Motion to Compel Resolicitation should be denied. A copy of the objection dated Oct. 15, 2019, is available at https://tinyurl.com/y5nwkxvm from PacerMonitor.com at no charge. 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 willow-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. LOUISA COMMUNITY: In Receivership; Kentucky Farmers Takes Deposits ------------------------------------------------------------------ Louisa Community Bank in Louisa, Ky., was closed Oct. 25, 2019, by the Kentucky Department of Financial Institutions, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect depositors, the FDIC entered into a purchase and assumption agreement with Kentucky Farmers Bank Corporation in Catlettsburg, Ky., to assume all of the deposits of Louisa Community Bank. The sole branch of Louisa Community Bank was slated to reopen as a branch of Kentucky Farmers Bank Corporation on Oct. 26. Depositors of Louisa Community Bank will automatically become depositors of Kentucky Farmers Bank Corporation. Deposits will continue to be insured by the FDIC, so customers do not need to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Louisa Community Bank should continue to use their existing branch until they receive notice from Kentucky Farmers Bank Corporation that it has completed systems changes to allow other Kentucky Farmers Bank Corporation branches to process their accounts as well. "This evening and over the weekend, depositors of Louisa Community Bank can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual," the FDIC said in a statement Friday. As of June 30, 2019, Louisa Community Bank had approximately $29.7 million in total assets and $26.5 million in total deposits. In addition to assuming all of the deposits of the failed bank, Kentucky Farmers Bank Corporation agreed to purchase essentially all of the assets. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $4.5 million. Compared to other alternatives, Kentucky Farmers Bank Corporation's acquisition was the least costly resolution for the FDIC's DIF. Louisa Community Bank is the second FDIC-insured institution to fail in the nation this year. The last bank failure was Enloe State Bank in Cooper, Texas, on May 31. The last FDIC-insured institution closed in the state was First Federal Bank, Lexington, Ky. on April 19, 2013. The overall health of the banking system today remains strong, as reported in the FDIC's most recent Quarterly Banking Profile. On average, roughly five banks go out of business each year according to FDIC data. There have been only three years since 1933 without a single bank failure. Customers with questions about the transaction should call the FDIC toll-free at 1-877-755-6665. The phone number will be operational this evening until 9:00 p.m., Eastern Time (ET); on Saturday from 8:00 a.m. to 6:00 p.m., ET; on Sunday from noon to 6:00 p.m., ET; on Monday from 8:00 a.m. to 8:00 p.m., ET; and thereafter from 9:00 a.m. to 5:00 p.m., ET. Interested parties also can visit the FDIC's website at https://www.fdic.gov/bank/individual/failed/louisacomm.html. Congress created the Federal Deposit Insurance Corporation in 1933 to restore public confidence in the nation's banking system. The FDIC insures deposits at the nation's banks and savings associations, 5,303 as June 30, 2019. It promotes the safety and soundness of these institutions by identifying, monitoring and addressing risks to which they are exposed. The FDIC receives no federal tax dollars -- insured financial institutions fund its operations. MABVAX THERAPEUTICS: Suit vs Hong et al. Remanded to State Court ---------------------------------------------------------------- District Judge William Q. Hayes of the U.S. District Court for the Southern District of California grants Plaintiff MabVax Therapeutics Holdings, Inc.'s motion to remand the case captioned MABVAX THERAPEUTICS HOLDINGS, INC., a Delaware Corporation, Plaintiff, v. BARRY HONIG, et al., Defendants, Case No. 19-cv-981-WQH-MSB (S.D. Cal.) to the Superior Court for the State of California, County of San Diego. On April 8, 2019, Plaintiff filed a Complaint in the Superior Court of the State of California for the County of San Diego against Defendants. Plaintiff is a clinical-stage biotechnology company that develops cancer treatments. Plaintiff alleges that: -- Defendants, "a group of market manipulators" led by Defendant Barry Honig, accumulated a controlling position in Plaintiff's stock. -- Defendants "pretended they sought legitimate returns" by investing in Plaintiff, but they really sought to manipulate Plaintiff. -- Defendants "defrauded [Plaintiff] through illicit transactions for their enormous profit to the detriment of [Plaintiff]." -- among other things, Defendants caused Plaintiff to issue Defendants "tens of millions of dollars' worth of common stock;" cut Plaintiff off from legitimate investors; caused Plaintiff to be subjected to a SEC investigation; forced Plaintiff to "publicly disclaim reliance on past financial statements rendered inaccurate by Defendants;" and caused Plaintiff to be delisted from trading on Nasdaq. On May 24, 2019, Defendants OPKO Health, Inc., Steven Rubin, Philip Frost, and Frost Gamma Investments Trust removed Plaintiff's California state court action to the District Court. The OPKO Defendants removed this action on the grounds that the District Court has jurisdiction based on this action's relationship to Plaintiff's bankruptcy action. The Notice of Removal states that the claims brought by Plaintiff "represent an asset of the estate" in Plaintiff's bankruptcy action. Any recovery in this action "will have an effect on MabVax's bankruptcy estate as it will inure to the benefit of creditors." The OPKO Defendants assert that the District Court, therefore, has jurisdiction under 28 U.S.C. section 1334, because this action is "related to" Plaintiff's bankruptcy action. On June 13, 2019, Plaintiff filed a Motion to Remand this action to state court. Plaintiff contends that the District Court should exercise its discretion to remand this action pursuant to 28 U.S.C. section 1452(b). In determining whether equitable remand is appropriate, "[c]ourts may consider up to fourteen factors." Nielsen v. Nielsen, 419 B.R. 807, 820 (B.A.P. 9th Cir. 2009). The factors are: (1) the effect or lack thereof on the efficient administration of the estate if the Court recommends [remand or] abstention; (2) extent to which state law issues predominate over bankruptcy issues; (3) difficult or unsettled nature of applicable law; (4) presence of related proceeding commenced in state court or other nonbankruptcy proceeding; (5) jurisdictional basis, if any, other than § 1334; (6) degree of relatedness or remoteness of proceeding to main bankruptcy case; (7) the substance rather than the form of an asserted core proceeding; (8) the feasibility of severing state law claims from core bankruptcy matters to allow judgments to be entered in state court with enforcement left to the bankruptcy court; (9) the burden on the bankruptcy court's docket; (10) the likelihood that the commencement of the proceeding in bankruptcy court involves forum shopping by one of the parties; (11) the existence of a right to a jury trial; (12) the presence in the proceeding of nondebtor parties; (13) comity; and (14) the possibility of prejudice to other parties in the action. Plaintiff contends that all 14 equitable factors that courts may consider pursuant to section 1452(b) favor remand. Plaintiff has brought only state law claims. Plaintiff contends that remand would aid in the efficient administration of justice and support the principles of comity, because Plaintiff's action raises no federal or bankruptcy issues. Plaintiff commenced this action in state court prior to removal by the OPKO Defendants. Plaintiff contends that there is no jurisdictional basis for the federal court to hear this case, apart from section 1334. Plaintiff's action is a "noncore" proceeding. The bankruptcy court cannot preside over a jury trial, and the state court deemed this action "complex." Plaintiff contends that Defendants are forum shopping to get venue transferred to Delaware. Plaintiff would be prejudiced if this action were moved to Delaware because Plaintiff resides in California, and the conduct giving rise to the action occurred largely in California. All 31 Defendants are non-debtors. The District Court finds that the equitable factors articulated in Nielsen weigh in favor of remanding MabVax's action to state court. State law predominates in this action. Plaintiff has brought claims under California state statutes and common law. Plaintiff has raised no issues of federal law or bankruptcy law in the Complaint. This action is related to Plaintiff's bankruptcy action because any recovery in this action would be an asset to Plaintiff's bankruptcy estate. Remanding to state court would have little to no effect on the efficient administration of Plaintiff's bankruptcy estate. The first, second, sixth, and eighth factors, therefore, favor remand. The only factor that weighs against remand is the fourth. There is no pending state court proceeding, because the state court proceeding has been removed. There are two related federal cases pending in District Court, one of which has not been stayed pending the bankruptcy action. The fourth factor weighs against remand because some of the issues and facts underlying this action also predominate in the related federal action. However, the related federal action is against different defendants and is based on different legal claims. The fourth factor, therefore, does not outweigh the other factors suggesting remand. This is a state law case by a company in California, that suffered harm in California, with witnesses and documents located in California. The remaining six factors are neutral. Accordingly, the Court exercises its "broad discretion" to remand this action. A copy of the Court's Order dated Oct. 4, 2019 is available at https://bit.ly/2J543bJ from Leagle.com. Mabvax Therapeutics Holdings, Inc., a Delaware corporation, Plaintiff, represented by Jonathan Acker Shapiro -- jonathan.shapiro@bakerbotts.com -- Baker Botts LLP, Brian James Jacobsmeyer -- brian.jacobsmeyer@bakerbotts.com -- Baker Botts L.L.P. & Tania Lauren Rice -- Tania.rice@bakerbotts.com -- Baker Botts L.L.P. Barry Honig, GRQ Consultants, Inc., GRQ Consultants, Inc. 401k, GRQ Consultants, Inc. Roth 401k FBO Barry Honig, GRQ Consultants, Inc. Roth 401k FBO Renee Honig, Barry and Renee Honig Charitable Foundation, Inc. & Southern Biotech, Inc., Defendants, represented by Adam Ross Toporovsky , Wilson Sonsini Goodrich & Rosati, pro hac vice, Kristin Housh -- khoush@sheppardmullin.com -- Sheppard, Mullin, Richter & Hampton LLP, Michael Steven Sommer , Wilson Sonsini Goodrich & Rosati, pro hac vice & Robert David Weber , Sheppard Mullin Richter & Hampton. John Stetson & HS Contrarian Investments, LLC, Defendants, represented by Adam Fee, Milbank LLP, pro hac vice, George Canellos, Milbank LLP, pro hac vice & Samir L. Vora, Milbank LLP. Michael Brauser, Grander Holdings, Inc. & Grander Holdings Inc. 401k, Defendants, represented by Dennis Alan Richard, Richard and Richard, pro hac vice, Kimberly Sinclair Rollnick, Richard and Richard, pro hac vice & Michael Pancer, Law Office of Michael Pancer. John O'Rourke, III & ATG Capital, LLC, Defendants, represented by Randall Scott Luskey, Orrick Herrington & Sutcliffe. About MabVax Therapeutics MabVax -- https://www.mabvax.com/ -- is a clinical-stage biotechnology company with a fully human antibody discovery platform focused on the rapid translation into clinical development of products to address unmet medical needs in the treatment of cancer. Its lead clinical development candidate, HuMab-5B1, is a fully human IgG1 monoclonal antibody (mAb) that targets sialyl Lewis A (sLea), an epitope on CA19-9. CA19-9 is expressed in over 90% of pancreatic cancer (PDAC) and in other diseases including small cell lung, colon and other GI cancers. MabVax Therapeutics Holdings, Inc., and MabVax Therapeutics, Inc., each filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-10603 and 19-10604, respectively) on March 21, 2019. At the time of filing, MabVax Therapeutics Holdings estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. MabVax Therapeutics, Inc., estimated up to $50,000 in assets and liabilities. Jason A. Gibson, Esq., at the Rosner Law Group LLC, represents the Debtors as bankruptcy counsel. MARINE BUILDERS: Seeks to Hire MCM CPAs as Accountant ----------------------------------------------------- Marine Builders, Inc. and Marine Industries Corporation seek authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ MCM CPAs & Advisors, LLP as their accountant nunc pro tunc as of August 15, 2019. MCM will provide accounting services to the Debtors in connection with their Chapter 11 cases, including the preparation of tax returns and attendance at conferences and meetings. The Debtors will pay MCM $175 per hour and will reimburse the firm for work-related expenses. Matt Neely, a member of MCM, attests that his firm neither represents nor holds an interest adverse to the Debtors. The firm can be reached at: Matt Neely, CPA MCM CPAs & Advisors, LLP 702 North Shore Drive, #500 Jeffersonville, IN Phone: (812) 288-2891 About Marine Builders Marine Builders -- http://www.marinebuilders.net/-- is a family-owned and operated company in the boat building business. With 26-acre site and 14,000-square-foot fabrication shop, Marine Builders has both new construction and repair capabilities. Founded in 1972, Marine Builders manufactures custom vessels, ranging from work boats and barges to dry docks and excursion vessels. Its subsidiary, Marine Industries Corporation, primarily operates in the marine supplies business. Marine Builders and Marine Industries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bank. S.D. Ind. Lead Case No. 19-90632) on April 25, 2019. In the petitions signed by David A. Evanczyk, president and chief executive officer, the Debtors estimated $1 million to $10 million in both assets and liabilities. The cases are assigned to Judge Basil H. Lorch III. James R. Irving, Esq., at Bingham Greenebaum Doll LLP, represents the Debtors as counsel. MARINE BUILDERS: Seeks to Hire Ritchie Bros. as Auctioneer ---------------------------------------------------------- Marine Builders, Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ an auctioneer. In an application filed in court, Marine Builders proposes to employ Ritchie Bros. Auctioneers (America) Inc. to effect the sale of a Northwest Model 1200C crawler crane owned by the company. Ritchie Bros. will be entitled to a commission based on the gross sale price of the machine as follows: 10 percent for any lot in excess of $2,500 and 25 percent for any lot realizing $2,500 or less, with a minimum fee of $100 per lot. Chad Rollings, Ritchie Bros.' Territory manager for Southern Indiana, attests that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Chad Rollings 4000 Pine Lake Road Lincoln, NE 68516 Tel: +1 402-421-3631 Fax: +1 402-421-1738 About Marine Builders Marine Builders -- http://www.marinebuilders.net/-- is a family-owned and operated company in the boat building business. With 26-acre site and 14,000-square-foot of fabrication shop, Marine Builders has both new construction and repair capabilities. Founded in 1972, Marine Builders manufactures custom vessels, ranging from work boats and barges to dry docks and excursion vessels. Its subsidiary, Marine Industries Corporation, primarily operates in the marine supplies business. Marine Builders and Marine Industries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bank. S.D. Ind. Lead Case No. 19-90632) on April 25, 2019. In the petitions signed by David A. Evanczyk, president and chief executive officer, the Debtors estimated $1 million to $10 million in both assets and liabilities. The cases are assigned to Judge Basil H. Lorch III. James R. Irving, Esq., at Bingham Greenebaum Doll LLP, represents the Debtors as counsel. MIDWEST BIOMEDICAL: Unsecureds Will be Paid 20% in 5 Years ---------------------------------------------------------- Midwest Biomedical Resources, Inc., submitted a Plan of Reorganization and a Disclosure Statement. The Debtor's Plan provides for: (i) Payment of $76,340 in installment payments to general unsecured creditors, to be divided among general unsecured creditors pro rata. This amount will be paid over a five-year period, with payments of $3,817 per quarter. General unsecured claims to be paid over time total $381,691. General unsecured creditors will receive a distribution of 20% on their allowed claims. (ii) Creditors in a "convenience class," with claims of under $1,000 each, will receive a one-time 20% payment on their claims. Claims in this class total$6,328.72, and the payment on these claims will total $1,265.74. (iii) The Debtor will pay the priority claim of the Internal Revenue Service, in the amount of $37,287.67, in full, with interest at 3% per year, in monthly installments of $825.34 for 48 months. The remaining balance of the Internal Revenue Service claim, in the amount of $203,236.60, is a general unsecured claim and will be paid a 20% distribution,in quarterly installments over five years. (iv) The Debtor will pay the priority claim of the Illinois Department of Revenue, in the amount of $1,023.52, in full, with interest at 3% per year, in monthly installments of $22.65 for 48 months. The remaining balance of the Illinois Department of Revenue claim, in the amount of $27,599.69, is a general unsecured claim and will be paid a 20% distribution, in quarterly installments over five years. The general unsecured portions of the claims of these two creditors are included in the $381,691 total. (v) The Debtor will pay the secured claim of JPMorgan Chase Bank, in the amount of $143,047.99, secured by substantially all the Debtor's assets, with interest at 5% per annum, over five years, in monthly payments of $2,699.49/month. All funds for the payment of the priority portion of Class I Claims, the general unsecured portion of Class I Claims, all Class III Secured Claims, and Class IV Unsecured Claims will be obtained from the business income of the Debtor over a period of five years. A full-text copy of the Disclosure Statement dated Oct. 16, 2019, is available at https://tinyurl.com/yykk343z from PacerMonitor.com at no charge. About Midwest Biomedical Resources Midwest Biomedical Resources, Inc. filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 19-02963) on Feb. 5, 2019, estimating under $1 million in both assets and liabilities. The case has been assigned to Judge Janet S. Baer. The Debtor is represented by David P. Lloyd, Ltd. MR. TORTILLA: To Seek Plan Confirmation on Dec. 5 ------------------------------------------------- Mr. Tortilla, Inc., won approval of the Disclosure Statement explaining its Chapter 11 Plan. Dec. 5, 2019 at 1:00 p.m. is fixed as the date for the hearing on confirmation of the Plan and the continued Chapter 11 Status Conference. Objections to confirmation of the Plan must be filed and served no later than Nov. 15, 2019. As reported in the TCR, the Debtor filed a Second Amended Disclosure Statement describing Mr. Tortilla, Inc.'s Second Amended Chapter 11 Plan of Reorganization. Under the Plan, General Unsecured Claims will be paid $50,000, to be shared pro rata amongst the claimants; this is estimated to pay 8.3% of each claim. Payments will be made in 60 equal monthly installments of $834 each. The Debtor will fund the Plan from its business operations and the funds it has/will have accumulated in its Debtor-in-Possession bank accounts. A full-text copy of the Second Amended Disclosure Statement dated Sept. 13, 2019, is available at https://tinyurl.com/y3npvo5m from PacerMonitor.com at no charge. About Mr. Tortilla Mr. Tortilla, Inc., is a manufacturer of traditional flour tortilla (fresh or refrigerated) in San Fernando, California. Mr. Tortilla filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12051) on Aug. 14, 2018. In the petition signed by Anthony Alcazar, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Victoria S. Kaufman. Jonathan M. Hayes, Esq., at Resnik Hayes Moradi LLP, is the Debtor's counsel. MWM OIL: Liquidation to Determine Payout to Creditors ----------------------------------------------------- MWM Oil Company and RAG Oil Co. submitted a Joint Plan of Liquidation on Oct. 17, 2019. The Plan provides for the liquidation of all assets, with distributions to creditors as provided in the Plan. Dividends to all classes of Creditors will be determined by the results of the asset liquidations. The Plan establishes 12 classes of claims between the two cases. Class 1 (priority and secured tax claims), and Class 2 (insurance financing claim of AFCO Credit Corp.) are unimpaired under the Plan. Classes 3 through 10 are each composed of single secured creditors, who will receive proceeds of designated collateral. Class 11 is composed of all unsecured claims in the MWM Case, and Class 12 is composed of all unsecured claims in the RAG Case. Unsecured creditors will receive a pro-rata distribution of liquidation funds after satisfaction of Administrative Claims, and receipt of collateral proceeds by Class 3 through 10 creditors. A copy of the Disclosure Statement in support of the Plan is available at https://is.gd/gSf3F4 from PacerMonitor.com free of charge. About RAG Oil and MWM Oil MWM Oil Company, Inc., was formed on November 17, 1999 by Benjamin Giles to own and operate oil and gas leases. Ben Giles thereafter formed RAG Oil Co., LLC, on Jan. 7, 2011, as a non-operating affiliate of MWM Oil. Both entities incurred significant debt due to a downturn in the oil and gas business, slow pay on joint interest billings, and acquisition of leasehold interests. Ben Giles experienced health problems, and died in September 2018. His widow, Charlene Giles, continued operations, but production was significantly reduced due to operational problems, and litigation mounted on outstanding debt. RAG Oil Co., Inc. and MWM Oil Company, Inc. filed voluntary bankruptcy petitions under Chapter 11 (Bankr. D. Kan. Case No. 19-11405 and 19-11404, respectively) on July 26, 2019. The Debtors are represented by William B. Sorensen, Jr. at Morris Laing Evans Brock And Kennedy. Charlene Giles commenced her own Chapter 7 bankruptcy case on Oct. 16, 2019. NELSON-WADE MANAGEMENT: Seeks More Time to File Bankruptcy Plan --------------------------------------------------------------- Nelson-Wade Management Group, LLC asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend the period during which only the company can file a Chapter 11 plan to Feb. 25, 2020, and the period to solicit acceptances for the plan to April 24, 2020. Nelson-Wade acted diligently during the initial months of its Chapter 11 case until it needed to employ a substitute counsel several months after filing. The new counsel moved quickly to get up to speed on the company's bankruptcy case and ensure that the company was making required disclosures and developing a reorganization plan. Due to the delays associated with obtaining replacement counsel, Nelson-Wade needs additional time to develop and file a plan of reorganization, according to court filings. About Nelson-Wade Management Group Nelson-Wade Management Group, a Georgia Limited Liability Company, is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). Nelson-Wade Management Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-60132) on June 28, 2019. In the petition signed by its authorized representative, Dr. Alisa Nelson, the Debtor estimated assets and liabilities of less than $1 million each. The case is assigned to Judge Lisa Ritchey Craig. Rountree & Leitman, LLC serves as the Debtor's legal counsel. NEW PHOENIX: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: New Phoenix Metals, Ltd. 6400 Industrial Blvd. Greenville, TX 75402 Business Description: Based in Greenville, Texas, New Phoenix Metals, Ltd. -- https://newphoenixmetals.com -- is a full-service ferrous and non-ferrous metal recycler and processor. The Company previously sought bankruptcy protection on May 26, 2016 (Bankr. N.D. Tex. Case No. 16- 32075). Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Case No.: 19-33543 Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bill Short, chief restructuring officer & 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/txnb19-33543.pdf NSM TOP: Moody's Assigns B2 Corp. Family Rating, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to NSM Top Holdings Corp. Moody's also assigned a B2 rating to the company's proposed first lien credit facilities as detailed. The rating outlook is stable. Proceeds from the $420 million first lien term loan, along with cash equity provided by private equity sponsor Cinven, will be used to acquire National Seating & Mobility from its existing owners. The following ratings were assigned: NSM Top Holdings Corp. Corporate Family Rating at B2 Probability of Default Rating at B2-PD $75 million senior secured first lien revolving credit facility due 2024 at B2 (LGD3) $420 million senior secured first lien term loan due 2026 at B2 (LGD3) $37.5 million senior secured first lien delayed draw term loan due 2026 at B2 (LGD3) The rating outlook is stable. RATINGS RATIONALE National Seating & Mobility's B2 Corporate Family Rating reflects the company's narrow business profile as a provider of complex rehabilitation wheelchairs and seating systems to end-users with permanent ambulatory disabilities. The ratings also reflect the company's high financial leverage with pro forma debt/EBITDA expected to be in the low six times range at closing. Moody's expects underlying demand will grow modestly, in line with population growth and pricing will remain relatively stable. National Seating & Mobility's ratings benefit from the company's leading market position with one of the largest networks of skilled assistive technology professionals. The company also benefits from good liquidity as Moody's expects the company will generate modestly positive free cash flow and will have access to a $75 million revolving credit facility which is expected to remain undrawn. Medical device companies face moderate social risk. However, they regularly encounter elevated elements of social risk, including responsible production as well as other social and demographic trends. Risks associated with responsible production include compliance with regulatory requirements for safety of medical devices as well as adverse reputational risks arising from recalls, safety issues or product liability litigation. National Seating & Mobility sources components for its wheelchairs and seating systems from several third-party manufacturers. Medical device companies will generally benefit from demographic trends, such as the aging of the populations in developed countries. That said, increasing utilization may pressure payors, including individuals, commercial insurers or governments to seek to limit use and/or reduce prices paid. Moody's believes the near-term risks to pricing are manageable, but rising pressures may evolve over a longer period. The stable rating outlook reflects Moody's expectation that debt/EBITDA will approach the mid five times range over the next year, primarily as the company continues to deliver earnings growth both organically and through acquisitions. Ratings could be upgraded if the company continues to demonstrate growth at least in line with the overall market while maintaining balanced financial policies. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below five times. Ratings could be downgraded if the company is unsuccessful in integrating recent acquisitions or if revenues and margins are pressured. Quantitatively, ratings could be downgraded if debt/EBITDA is sustained above 6.25 times or if the company's liquidity profile weakens. National Seating & Mobility is a leading provider of complex rehabilitation mobility solutions in the US, offering customized wheelchairs and adaptive seating systems to end-users with severe permanent ambulatory disabilities. The company is being acquired by a newco fully owned by the Sixth Cinven Fund. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. OAKLEY GRADING: Hughes Co. Says Plan Unconfirmable -------------------------------------------------- J. David Hughes, Hughes Company, Inc., and JDH Group, Inc., object to Oakley Grading and Pipeline LLC's "Disclosure Statement for Plan of Reorganization Proposed by Chapter 11 Trustee" and "Disclosure Statement for First Amended Plan of Reorganization Proposed by Chapter 11 Trustee". The Objectors point out, among other things, that: (i) the Plan/Amended Plan provides in section 4.5 that an entirely unsecured creditor can credit bid its unsecured claim to exclusively obtain nearly all of the Debtor's assets. The Debtor's Plan/Amended Plan is absolutely illegal in substantive, prejudicial ways because the Plan/Amended Plan allows Insider Creditor Joe Oakley to credit bid an unsecured Insider claim, which treatment is directly contrary to law. (2) The Trustee's Plan/Amended Plan unfairly discriminates in favor of insider Oakley's class 5 unsecured claims and unfairly against unsecured claims in classes 1, 2, and 4 which discrimination directly contradicts Section 1129(b)(1) and prohibits confirmation of the plan/amended plan. (3) The Trustee's Plan/Amended Plan provides in article ii, section 2.5 treatment of an allowed IRS priority claim in the amount of $495,652.47 in a way contrary to and in violation of section 1129(a)(9)(c)(iii) which requires an IRS priority tax claim be treated no less favorable than is provided to non-priority unsecured creditor Joseph Oakley in the treatment of class 5 – Oakley unsecured claim. (4) In violation of Sections 726 and 1129(a)(7) the Trustee's Plan/Amended Plan on its face shows that certain claimants will receive or retain a value that is less than the amount that such holder would receive or retain if the debtor were liquidated under chapter 7. (5) The Trustee's Plan/Amended Plan provides on its face an exculpatory clause in article vi, section 6.5 that is overly broad, unenforceable, and contrary to applicable law. (6) The Disclosuer Statement discloses an unconfirmable plan in that: the trustee's plan/amended plan violates the absolute priority rule on its face. Co-counsel for J. David Hughes, Hughes Company, Inc., and JDH Group, Inc.: Jimmy l. Paul Drew V. Greene Chamberlain, Hrdlicka, White, Williams, and Aughtry 191 Peachtree Street, N.E., 46th Floor Atlanta, Georgia 30303 (404) 659-1410 jimmy.paul@chamberlainlaw.com drew.greene@chamberlainlaw.com - and - Daniel L. Wilder Emmett L. Goodman, Jr. 544 Mulberry Street, Ste. 800 Macon, Georgia 31201 (478) 745-5415 dwilder@goodmanlaw.org bkydept@goodmanlaw.org About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. Oakley Grading and Pipeline, through its receiver, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-10743) on April 9, 2018. In the petition signed by Vic Hartman, receiver, the Debtor disclosed $305,729 in total assets and $2.56 million in total liabilities. Kathleen G. Furr, Esq., and Kevin A. Stine, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., serve as the Debtor's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann as Chapter 11 trustee for Debtor. The Chapter 11 Trustee hired Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. OAKLEY GRADING: Jamie Hughes Objects to Disclosure Statement ------------------------------------------------------------ Jamie Hughes and Jonathan Hughes (collectively, the "Hughes Brothers") filed an objection to the Disclosure Statement for Plan of Reorganization of Oakley Grading and Pipeline, LLC. Hughes Brothers asserts that the Plan is unconfirmable because creditors will not vote to accept the Plan, and the Plan does not provide creditors with value, as of the effective date of the Plan, that is not less than the amount creditors would receive in Chapter 7 liquidation. Hughes Brothers complains that the Disclosure Statement fails to provide adequate information with respect to several elements of the Plan. Hughes Brothers points out that the Disclosure Statement fails to provide financial information of the Debtor or the methodology of financial reporting. According to Hughes Brothers, the Disclosure Statement does not explain how the secured claim of JDH will be paid when the Trustee's objections to such claim are overruled. Hughes Brothers asserts that the Disclosure Statement fails to explain the source of payments for all classes of claims or to provide any information by which the feasibility of the Plan might be evaluated. Hughes Brothers complains that the Disclosure Statement provides no reason for the allowance of a credit bid by an unsecured creditor, Joe Oakley. Hughes Brothers points out that the Disclosure Statement should discuss the value of such third-party releases, which would not be imposed upon parties in interest in a Chapter 7 liquidation. Attorneys for Jonathan Hughes and Jamie Hughes: John A. Christy Jonathan A. Akins Schreeder, Wheeler & Flint, LLP 1100 Peachtree Street, N.E., Suite 800 Atlanta, Georgia 30309-4516 Tel: (404) 681-3450 Fax: (404) 681-1046 jchristy@swfllp.com jakins@swfllp.com About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. Oakley Grading and Pipeline, through its receiver, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-10743) on April 9, 2018. In the petition signed by Vic Hartman, receiver, the Debtor disclosed $305,729 in total assets and $2.56 million in total liabilities. Kathleen G. Furr, Esq., and Kevin A. Stine, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., serve as the Debtor's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann as Chapter 11 trustee for Debtor. The Chapter 11 Trustee hired Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. PALM HEALTHCARE: Selling Interloc's Delray Beach Property for $7M ----------------------------------------------------------------- Interloc Properties, LLC, an affiliate of Palm Healthcare Co., asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of its real property located at 705 West Linton Blvd., Delray Beach, Florida to KMG Holdings, LLC for $7 million. Interloc is a real estate rental and maintenance company and operates out of 1177 George Bush, Suite 400 Delray Beach, Florida. It has entered into a Commercial Contract for the sale of the Property to Buyer for $7 million. A $50,000 deposit has been paid and the Contract is due to close on Nov. 12, 2019. The Property was scheduled at $7.9 million and it was purchased in June 9, 1998 for $1.6 million. The sale is an arms'-length transaction. The Contract provides for a 1% broker's commission to be paid to Delray One Realty, the Seller's broker. The Debtor akss approval and authorization from the Court to proceed with the sale described in the Contract "free and clear" of any liens, claims, interests, encumbrances, with any such liens, claims and encumbrances to attach to the proceeds of sale. It asks approval to pay all necessary and customary closing costs in connection with the sales and to pay the broker's commissions described. The broker is an unrelated third party. The Debtor is one of several parties to an Amended and Restated Credit Agreement dated July 3, 2014, as amended, pursuant to which it owes certain amounts to participating lenders Fifth Third Bank, City National Bank, and Cadence Bank, which indebtedness is secured by a first mortgage on, among other things, the Property. Fifth Third Bank is the Administrative Agent pursuant to the Loan Agreement. The Debtor asks authorization to pay the net sales proceeds from the sale to Fifth Third Bank, as Administrative Agent. The current debt due under the Loan Agreement is approximately $17 million and the net sales proceeds paid to Fifth Third Bank, as Administrative Agent, from the sale significantly reduces the Debtor's debt obligations. The Debtor estimates that the value of the remaining collateral for the debt to Fifth Third Bank exceeds the amount due. Subject to the terms and conditions of the set forth in the Motion, the Debtor in the sound exercise of its business judgment has concluded that consummation of the sale of the Property to the proposed buyer will best maximize the value of the estate for the benefit of creditors. It respectfully asserts that ample business justification exists for the sale. As the Contract requires a closing on Nov. 12, 2019, the Debtor asks that the stay imposed by Bankruptcy Rule 6004(h) be waived. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Palm_Healthcare_148_Sales.pdf About Palm Healthcare Co. Palm Healthcare Company -- http://palmhealthcare.com-- owns and operates an addiction treatment center in Delray Beach, Florida. The Company's treatment programs are structured as a combination of 12-Step model, cognitive therapy, behavioral therapy, holistic modalities and aftercare services. Palm Healthcare Company (Bankr. S.D. Fla. Case No. 19-19156) and affiliates Palm Partners, LLC (Bankr. S.D. Fla. Case No. 19-19161), Interloc Properties, LLC (Bankr. S.D. Fla. Case No. 19-19163), and Miami Real Estate Trust, LLC (Bankr. S.D. Fla. Case No. 19-19164), sought Chapter 11 protection on July 11, 2019. The cases are assigned to Judge Erik P. Kimball. In the petitions signed by Peter Harrigan, president, Palm Partners was estimated to have assets in the range of $0 to $50,000, and $1 million to $10 million in debt; and Palm Healthcare was estimated to have assets and liabilities in the range of $0 to $50,000. The Debtors tapped Robert C. Furr, Esq., at Furrcohen P.A. as counsel, PARK MONROE: Property Sale to Fund Chapter 11 Plan -------------------------------------------------- Northeast Brooklyn Partnership filed a Chapter 11 Plan that provides for the Debtor to sell its key assets, its property, and pay creditors from the proceeds of the sale. According to the Amended Disclosure Statement, the Chapter 11 Plan will treat claims as follows: * Class 1: Priority Claims (other than Priority Tax Claims and Administrative Claims). All Priority Claims will be paid in full on the Effective Date, or as soon as practicable after such claims become Allowed Claims. These claims are Unimpaired. * Class 2: City Secured Claims (Estimated at $3,400,000). The City Secured Claim will be either (i) paid in full on the Effective Date, or as soon as practicable after such claim becomes an Allowed Claim; or (ii) as may be otherwise mutually agreed in writing between the Debtor and the holder of such City Secured Claim. The claim is unimpaired. * Class 3: Other Secured Claims (Estimated at $200,000). The Remaining Secured Claims will be allowed claims to the extent it is not disputed and either (i) paid in full on the Effective Date, or as soon as practicable after each claim becomes an Allowed Claim; or (ii) as may be otherwise mutually agreed in writing between the Debtor and the holders of each Remaining Secured Claim. The claims are unimpaired. * Class 4: General Unsecured Claims (estimated at $260,000). General Unsecured Claims will be either (i) paid on a pro-rata basis on the Effective Date; or as soon as practicable after such claim becomes an Allowed Claim (up to 100% plus interest at the federal judgment rate as at the Petition Date pursuant to 28 U.S.C. section 1961, from the Petition Date through the Effective Date); or (ii) as may be otherwise mutually agreed in writing between the Debtor and the holders of such General Unsecured Claims. The claims are Impaired and are entitled to vote. The Debtor and the purchaser will close on the sale of the Debtor's property on the terms set forth and according to the sSale contract. The sale proceeds are the source of the implementation Funds and therefore, all distributions depend upon the closing and funding of the Sale. The proposed purchaser is 27 BED STUY LLC, a special purpose entity organized by ELH Mgmt. LLC. The sale contract provides for the Sale of the Property on an "as is", "where is" basis. The sale contract is for all of Debtor's right, title and interest in and to the Property, together with all related fixtures, improvements and development rights, and subject to all deed restrictions, zoning and other potential restrictions including, but not limited to, the current regulatory agreement with the City. The Purchaser will become responsible for violations and repairs on the Effective Date. The sale contract also includes the Debtor’s assumption and assignment to the Purchaser of all residential leases. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/yyxxms7r from PacerMonitor.com free of charge. About Park Monroe Housing Development Park Monroe Housing Development Fund Corporation is a not-for-profit and tax-exempt corporation that develops a housing project for persons of low income, pursuant to Section 573 of Article XI of the New York Private Housing Finance Law. The Company's primary tangible assets are located at 477 Saratoga Avenue a/k/a 1352-1354 East New York Avenue, Brooklyn, N.Y.; 1350 Park Place, Brooklyn, N.Y.; 180 Grafton Street, Brooklyn, N.Y.; 257 Mother Gaston Boulevard, Brooklyn, N.Y.; and 249-251 Mother Gaston Boulevard, Brooklyn, N.Y. 984-988 Greene Avenue Housing Development Fund is a not-for-profit corporation whose tangible assets are properties located at 984-988 Greene Avenue, Brooklyn, N.Y. Its assets are used consistent with its charitable purposes of providing affordable housing units for families of low income in the central sections of Brooklyn, N.Y. Northeast Brooklyn Partnership is a for-profit partnership whose primary tangible assets are properties located at 409 Kosciuszko Street, Brooklyn, N.Y.; 403 Kosciuszko Street, Brooklyn, N.Y.; 399 Kosciuszko Street, Brooklyn, N.Y.; 397 Kosciuszko Street, Brooklyn, N.Y.; 675 Halsey Street, Brooklyn, N.Y.; and 671 Halsey Street, Brooklyn, N.Y. Park Monroe and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Case Nos. 19-40820 to 19-40823) on Feb. 11, 2019. The petitions were signed by Jeffrey E. Dunston, president and chief executive officer. At the time of filing, the Debtors were estimated to have assets and liabilities under $10 million. The Debtors are represented by Allen G. Kadish, Esq., of Archer & Greiner, P.C. PES HOLDINGS: Sets Jan. 10, 2020 Deadline for Offers ---------------------------------------------------- PES Holdings, LLC and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the auction sale of interests or some or all of their assets. Following the Petition Date, the Debtors negotiated a $100 million in senior secured DIP Financing, $65 million of which was approved by the Court pursuant to the Interim DIP Order. The DIP Financing was provided to the Debtors by the several lenders from time to time parties thereto, with Cortland Capital Markets Services LLC, as administrative and collateral agent, to provide them with sufficient liquidity to achieve a value-maximizing transaction. Pursuant to the Interim DIP Order, the Debtors have agreed, in the exercise of their business judgment, to abide by a number of case milestones. The DIP Milestones are structured to allow sufficient time for the Debtors to pursue a value-maximizing transaction within the framework of a chapter 11 plan, all within approximately eight months of the Petition Date. In order to advance these chapter 11 cases towards that ultimate goal, the Debtors filed on Oct. 10, 2019 the Joint Chapter 11 Plan of PES Holdings, LLC and its Debtor Affiliates, accompanied by the Corrected Disclosure Statement for the Joint Chapter 11 Plan of PES Holdings, LLC and its Debtor Affiliates . They have designed the Plan to serve as the vehicle for enabling the consummation of a value-maximizing transaction in these chapter 11 cases, which will take the form of either an equitization of the Debtors' existing debt, or a sale of their assets or equity. Their Disclosure Statement hearing is currently scheduled to occur on Nov. 14, 2019, and the hearing on confirmation of the Plan is scheduled to occur on Jan. 22, 2020 (a date that is well in advance of the Debtors' Feb. 11, 2020 Plan confirmation DIP Milestone). On June 28, 2019, the Debtors engaged PJT Partners LP to act as their exclusive investment banker in connection with their contingency planning efforts prior to the Petition Date. In connection with its engagement, PJT is spearheading a marketing process designed to identify potential bidders for the Debtors' assets. The Debtors’ marketing efforts have yielded concrete results. The substantial interest in their assets exhibited by a variety of market players has led the Debtors to determine, in their business judgment, that establishing a go-forward, court-approved schedule for their sale process leading to an Auction governed by court-approved Bidding Procedures will generate significant value for their assets. Ultimately, if the Debtors are able to consummate a sale of their assets through the Plan, they expect that the proceeds thereof will satisfy a significant portion of the prepetition claims against the Debtors and pave the way for confirmation of the Plan. By the Motion, the Debtors now ask approval of the Bidding Procedures to be used to ensure that the Debtors obtain the highest or otherwise best offer or combination of offers for the Debtors' assets. If approved, the Bidding Procedures will enable the Debtors to move expeditiously towards a value-maximizing sale and subsequent confirmation of the Plan. As set forth, the Bidding Procedures, and the related relief requested in the Motion are in the best interests of the Debtors' estates and their stakeholders. Accordingly, the Debtors respectfully asks that the Court grants the relief requested in the Motion. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 10, 2020, at 12:00 p.m. (ET) b. Qualified Bid: Each Bid must clearly set forth the purchase price in U.S. Dollars or other consideration to be paid or delivered in exchange for the Interests, all of the Assets or certain specific Assets, and must (a) indicate the source of cash consideration, (b) identify separately the cash and non-cash components of the Purchase Price, and (c) if the Bid is for only certain specific Assets (rather than the Interests), identify the portion of the total Purchase Price the Acceptable Bidder is assigning to each such Asset it is proposing to acquire. c. Deposit: 10% of the aggregate value of the cash and non-cash consideration of the Bid d. Auction: TBD e. Bid Increments: $5 million (or such other amount as the Debtors may determine, which amount may be higher or lower than $5 million) f. Sale Hearing: Jan. 22, 2019, at 10:00 a.m. g. Deadline to designate a Stalking Horse Bidder - Jan. 9, 2020 h. The Debtors will be authorized to approve joint Bids in their reasonable discretion on a case-by-case basis. i. The DIP Agent will have the right to credit bid in accordance with the DIP Order and the DIP Credit Agreements and subject to the Carve-Out, up to the full amount of the DIP Obligations in any sale contemplated by these Bid Procedures. The Debtors ask authority, as set forth in the Bidding Procedures and the Bidding Procedures Order, to (a) select one or more bidders to act as stalking horse bidders in connection with the Auction, and enter into a purchase agreement with such Stalking Horse Bidder; and (b) in connection with any Stalking Horse Agreement with a Stalking Horse Bidder, (i) provide a breakup fee, (ii) agree to reimburse reasonable and documented out-of-pocket fees and expenses, (iii) agree to pay a"work fee" or other similar cash fee, and/or (iv) agree to provide other appropriate and customary protections that are reasonably acceptable to the Consultation Parties or otherwise approved by the Court to the extent the Debtors determine, in their sole discretion, that provision of such Bid Protections would be an actual and necessary cost of preserving the value of the Debtors' estates. No later than one business day after the selection of a Stalking Horse Bidder, the Debtors will file with the Court, serve on the Objection Notice Parties, and cause to be published on the Case Website a notice that contains information about the Stalking Horse Bidder, such Stalking Horse Bidder's bid. To implement the foregoing successfully, the Debtors ask that the Court enters an order providing that the relief requested satisfies Bankruptcy Rule 6004(a) and that the Debtors have established cause to exclude such relief from the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/PES_Holdings_LLC_514_Sales.pdf About PES Holdings Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and its subsidiaries are owners and operators of oil refining complex and have been continuously operating in some form for over 150 years. PES Energy Inc. is the indirect parent company of Philadelphia Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300-acre refining complex in Philadelphia. On Jan. 21, 2018, the Debtors filed petitions for relief under the Bankruptcy Code, and emerged from bankruptcy in August the same year. On June 21, 2019, the Debtors suffered a historic, large-scale, catastrophic incident involving an explosion at the alkylation unit at their Girard Point refining facility. Following the incident, the refinery has not been operational and will require an extensive rebuild. As a result of the explosion, PES Holdings, LLC, along with seven subsidiaries, including PES Energy, returned to Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-11626) on July 21, 2019. PES Holdings was estimated to have $1 billion to $10 billion in assets and the same range of liabilities as of the bankruptcy filing. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Omni Management Group, Inc., is the notice and claims agent. The Company's proposed DIP financing lenders are represented by Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. The Official Committee of Unsecured Creditors formed in the case has retained Conway MacKenzie, Inc., as financial advisor, Elliott Greenleaf, P.C., as Delaware counsel, and Brown Rudnick LLP as bankruptcy counsel. PICK-YOUR-OWN: Hires DiFranco as Counsel in Insurance Suit ---------------------------------------------------------- At the behest of Bejan Bahai, president of Pick-Your-Own, Inc., the U.S. Bankruptcy Court for the Western District of New York authorized the Debtor to employ Rupp, Baase, Pfalzgraf, Cunningham, LLC, and Amy L. DiFranco, Esq., of counsel at the firm, as the Debtor's attorney in relation to a July 2017 lawsuit pending in the Supreme Court, County of Monroe, Index No. 115953-2017. Pick-Your-Own and The Victor Apple Farm, LLC, commenced the lawsuit against Farm Family Casualty Insurance Company and James Gray Agency, Inc., to recover damages as a result of a fire loss in November 2016 on the Debtor's property. The Debtor had previously retained Ms. DiFranco as its attorney in the litigation and now wants to continue her employment as she is familiar with the status of the Debtor, the facts and circumstances that is the subject of the litigation and that she is qualified to act in the capacity of attorney for the Debtor. Ms. DiFranco will render these services: (a) Preparation and review of motion and/or discovery pleadings, preparation and scheduling of depositions, if applicable; (b) Settlement negotiations, if plausible, Court appearances; and (c) Guidance and assistance to the Debtor regarding its rights and responsibilities relative to the Litigation. Ms. DiFranco will be paid on an hourly basis at a rate of $245 for legal services rendered for the continuing litigation of the matter. The counsel fee will be paid by Victor Apple Farm, a non-debtor. Victor Apple Farm is not a creditor in the case, but is the tenant and pays rent to the Debtor pursuant to a Lease Agreement. Therefore, both Parties consent that the Victor Apple Farm is the payor for the legal fees and expenses of the Litigation. Ms. DiFranco attests that she does not represent nor hold an interest adverse to the Debtor in the matters upon which she is to be engaged, and her employment would be in the best interest of the Debtor. She has no connection with the Debtor, its creditors, or any other party in interest, their respective attorneys and accountants, the U.S. Trustee or any person employed in the office of the U.S. Trustee, and that she is a disinterested person. The firm can be reached at: Amy L. DiFranco, Esq. Rupp, Baase, Pfalzgraf, Cunningham, LLC 300 Powers Building 16 West Main Street Rochester, NY 14614 About Pick-Your-Own Inc. Pick-Your-Own, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-20821) on Aug. 20, 2019. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Silver & Feldman is the Debtor's counsel. PINE CREEK MEDICAL: Husch Blackwell Approved as Chapter 11 Counsel ------------------------------------------------------------------ Pine Creek Medical Center, LLC sought and obtained permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Husch Blackwell LLP as its Chapter 11 counsel. Husch Blackwell has been selected by the Debtor because the firm has significant experience in bankruptcy matters (especially in the healthcare industry) and is well qualified to represent the Debtor. The firm's Buffey Klein and Lynn Butler will lead the engagement, with other attorneys and staff to perform services as needed. Husch Blackwell will charge attorney fees and expenses for bankruptcy debtor representation at the discounted rates negotiated with Pine Creek Medical Center. Buffey Klein's hourly rate for this case is $470, and Lynn Hamilton Butler's hourly rate for this case is $555. The range of hourly rates charged by Husch Blackwell for its 2019 fiscal year for professionals and paraprofessionals employed in its offices are: Professional Range Partners $335–$810 Associates $260–$490 Paralegals $135–$335 Husch Blackwell will advise and represent the Debtor with respect to all bankruptcy matters, including liquidation, litigation, and general corporate law matters, as well as any other matters that may arise in the context of the Chapter 11 case. More specifically, Husch Blackwell will render these services: (a) Provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession; (b) Take all necessary action to protect and preserve the Debtor’s estate; (c) Prepare on behalf of the Debtor all necessary motions, answers, orders, objections, and other legal papers in connection with the administration of its estate; (d) Assist the Debtor in preparing for and filing a disclosure statement in accordance with Sec. 1125 of the Bankruptcy Code; (e) Assist the Debtor in preparing for and filing a plan at the earliest possible date; (f) Represent the Debtor in connection with the administration of the Debtor's estate; (g) Perform any and all other legal services for the Debtor in connection with the Chapter 11 case; (h) Appear before the Bankruptcy Court, any appellate courts and the United States Trustee and protect the interests of the Debtor's estate before those Courts and the United States Trustee; and (i)Perform legal services as the Debtor may request with respect to any matter. Husch Blackwell attests that its attorneys have no interest adverse to the Debtor or to its bankruptcy estate, other than providing pre-petition bankruptcy related professional services. Husch Blackwell has no connections with the Debtor, the Debtor's creditors, any party-in interest, the creditors' or parties-in-interest's respective attorneys and accountants, the United States Trustee, or any other person employed in the office of the United States trustee except as disclosed in Butler's affidavit. Since neither Husch Blackwell, nor any shareholder or associate of Husch Blackwell represent any interest adverse to the Debtor, or the Estate of the Debtor, known to them, Husch Blackwell is a "disinterested party" pursuant to Sec. 327 of the Bankruptcy Code. The firm may be reached at: Buffey Klein, Esq. Lynn Butler, Esq. Husch Blackwell LLP 1900 N. Pearl Street, Suite 1800 Dallas, TX 75201 Tel: (214) 999-6100 Fax: (214) 999-6170 E-mail: buffey.klein@huschblackwell.com lynn.butler@huschblackwell.com About Pine Creek Medical Center Pine Creek Medical Center, LLC, owns and operates a general medical and surgical hospital. Pine Creek Medical Center filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 19-33079) in Dallas, Texas, on Sept. 13, 2019. In the petition signed by CRO Mark D. Shapiro, the Debtor was estimated to have assets at $1 million to $10 million and liabilities at $10 million to $50 million. Judge Harlin DeWayne Hale oversees the case. Husch Blackwell, LLP, is the Debtor's counsel. PINE CREEK MEDICAL: PCO Not Necessary, Court Rules -------------------------------------------------- Pine Creek Medical Center, LLC, filed a Motion for Determination that Section 333 of the Bankruptcy Code is not applicable in its Chapter 11 case, or, in the alternative, appointment of a Patient Care Ombudsman is not necessary. The Court having found that it has jurisdiction to consider the Motion and the relief requested of the Motion is in the best interest of the Debtor's estate, its creditors, and other parties in interest, ordered that Motion is granted. About Pine Creek Medical Center Pine Creek Medical Center, LLC, owns and operates a general medical and surgical hospital. Pine Creek Medical Center filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 19-33079) in Dallas, Texas, on Sept. 13, 2019. In the petition signed by CRO Mark D. Shapiro, the Debtor was estimated to have assets at $1 million to $10 million and liabilities at $10 million to $50 million. Judge Harlin DeWayne Hale oversees the case. Husch, Blackwell, LLP, is the Debtor's counsel. PINNACLE GROUP: Exclusivity Period Extended Until Nov. 15 --------------------------------------------------------- Judge John Olson of the U.S. Bankruptcy Court for the Southern District of Florida extended the period during which only Pinnacle Group, LLC and its affiliates can file a Chapter 11 plan to Nov. 15. The companies can solicit acceptances for the plan until Jan. 15, 2020. About Pinnacle Group Based in Sunrise, Fla., Pinnacle Group and its subsidiaries are wholesalers of motor vehicle parts and accessories. Pinnacle Group and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 19-13519) on March 19, 2019. In its petition, Pinnacle Group estimated assets of $500,000 to $1 million and liabilities of $1 million to $10 million. Judge John K. Olson oversees the case. Jordan L. Rappaport, Esq., at Rappaport Osborne & Rappaport, PLLC, is the Debtor's bankruptcy counsel. PIXIUS COMMUNICATIONS: Klenda Austerman Okayed as Ch.11 Counsel --------------------------------------------------------------- Pixius Communications, LLC sought and obtained permission from the U.S. Bankruptcy Court for the District of Kansas to employ Klenda Austerman LLC as its bankruptcy attorneys. The firm's J. Michael Morris and Eric W. Lomas will lead the engagement. The Debtor says it needs the firm's assistance in, inter alia, investigating the actions of the debtor; consulting with the debtor-in-possession, the U.S. Trustee, and any chapter 11 trustee; participating in the formation of a Plan if desirable; and reviewing other actions in the interest of unsecured creditors. The Debtor has selected Messrs. Morris, Eric W. Lomas and Klenda as they are knowledgeable in bankruptcy and Chapter 11 cases. Mr. Morris attests that thefirm is disinterested to conduct the case, and does not hold or represent an interest adverse to the estate. Current hourly rates of J. Michael Morris is $395; Eric W. Lomas,$285; and legal assistants and paralegals, from $110 to $140. The firm may be reached at: KLENDA AUSTERMAN LLC J. Michael Morris 301 North Main, Suite 1600 Wichita, KS 67202-4888 Tel: (316) 267-0331 Fax: (316) 267-0333 E-mail: jmmorris@klendalaw.com About Pixius Communications Pixius Communications LLC -- https://www.pixius.com/ -- is an internet service provider in Wichita, Kansas. The Company offers comprehensive solutions to its customers to meet their internet and technology needs, where traditional services fail or do not reach. The Debtor sought Chapter 11 protection in the U.S. Bankruptcy Court for the District of Kansas (Case No. 19-11749) on Sept. 13, 2019. The Debtor estimated assets between $1 million and $10 million, and liabilities between $10 million to $50 million. The petition was signed by Michael Langer, manager. The Hon. Robert E. Nugent is the case judge. Klenda Austerman LLC is the Debtor's counsel. PROGRESSIVE PLUMBING: Florida Judge Rules on K&K Contract Row ------------------------------------------------------------- Kellog & Kimsey, Inc., brought an adversary proceeding against debtor Progressive Plumbing, Inc., K&K's plumbing subcontractor, and Allied World Specialty Insurance Company, which issued a payment and performance bond, claiming it is owed damages of approximately $450,000 arising from a breach of a construction subcontract and the Bond. Progressive filed a counterclaim against K&K alleging breach of contract, violation of Tennessee's Prompt Pay Act and tortious interference with a business relationship, seeking around $300,000. Allied filed a counterclaim seeking subrogation and declaratory judgment. After a five-day trial, at least two failed attempts at mediation, hundreds of exhibits and 19 deposition transcripts, Bankruptcy Judge Karen S. Jenneman concludes that both K&K and Progressive breached the agreement, and K&K owes Progressive $175,840.13, but that neither party prevailed or may recover attorneys' fees or pre-judgment interest. The Court holds that K&K, as the general contractor, had and breached its primary responsibility to maintain a practicable schedule so the trades working on the Project did not overcrowd one another and so they could access work areas in a proper sequence. The source of K&K's duty is in paragraph 5 of the Subcontract that confirms that K&K is to prepare, maintain, and update the work schedule for the Project.16 And, if Progressive violated this work schedule, the Subcontract allowed K&K to declare a default and impose damages. Article 3.10.1 of the prime contract between the Owner, ACE Hospitality, Inc. and K&K, which is referenced in the Subcontract, similarly confirms K&K's obligation to properly and timely schedule the work of all trades completing work on the Project. K&K breached the Subcontract to Progressive (and likely similar agreements with other subcontractors) by failing to live up to its side to the bargain—to properly maintain and update a practicable schedule or establish a critical work path that would allow the subcontractors to properly do their jobs. K&K was not alone, however, in failing to live up to its responsibilities under the Subcontract. Progressive also breached the Subcontract by failing to maintain and supply adequate labor. Progressive's failure to supply adequate labor was caused by many reasons including a labor shortage in the Nashville market, poor management decisions, miscommunication between Progressive's local labor force and its distant management in Florida, and cycling through five difficult and frustrated superintendents in Tennessee. As early as May 2014, Mr. Reed emailed Progressive to complain about the work being done by Progressive's workers and to suggest that Progressive supplement its labor force. Progressive's labor issues were exacerbated by miscommunication between the field superintendents and Progressive's management in Florida. Progressive hired five superintendents over the two-year Project and this frequent change of onsite leaders from Progressive's side created many problems and construction delays. Progressive's distant administration in Florida, its cyclical replacement of superintendents in Tennessee, the understaffing of the Project with unskilled labor, and the lack of attention by Progressive's management all resulted in a breach of Progressive's duties under the Subcontract. The Project was riddled with problems from the outset. Some problems were external -- the extreme winter weather, Nashville building boom following a national recession, and the resulting poor labor market. Other problems were self-inflicted by K&K and Progressive. K&K failed to revise the work schedule, creating chaos from the inception of the Project. Progressive failed to properly staff the job or to insure the timely delivery materials to the worksite. K&K then randomly supplemented Progressive's workforce without notice of the number or qualifications of these extra workers, and did not specify what the workers were hired to do. Both parties materially breached the Subcontract and share responsibility for the resulting damages. Although the Court will award Progressive a relatively small monetary judgment, obtaining a net judgment is "not determinative of whether that party is the 'prevailing party' for purposes of entitlement to attorneys' fees." Attorneys' fees were estimated by the parties to exceed $1 million before the five-day trial began and they filed 50+ page closing arguments. The Subcontract ultimately failed because of fault of both parties. It would be unfair to award attorney's fees to one side when both K&K and Progressive equally are culpable for their failures on the Project and their breaches under the Subcontract. The case is captioned KELLOGG & KIMSEY, INC., A Florida Corporation, Plaintiff, v. PROGRESSIVE PLUMBING, INC., A Florida Corporation, ALLIED WORLD SPECIALTY INSURANCE COMPANY, a Foreign Profit Corporation, Defendants. PROGRESSIVE PLUMBING, INC., Counter-Plaintiff, v. KELLOG & KIMSEY, INC., Counter-Defendant. PROGRESSIVE PLUMBING, INC., Counter-Plaintiff, v. ALLIED WORLD SPECIALTY INSURANCE COMPANY, Cross-Defendant. ALLIED WORLD SPECIALTY INSURANCE COMPANY, Cross-Plaintiff, v. PROGRESSIVE PLUMBING, INC., Cross-Defendant, Adversary No. 6:17-ap-00044-KSJ (Bankr. M.D. Fla.). A copy of the Court's Memorandum Opinion dated Sept. 30, 2019 is available at https://bit.ly/2MsTwZX from Leagle.com. Kellogg & Kimsey, Inc. A Florida Corporation, Plaintiff, represented by M. Lewis Hall, III -- lhall@williamsparker.com -- Williams Parker Harrison Dietz & Getzen, Joseph M. Herbert, Gurley Vitale & Jennie Z. Lippert, Gurley Vitale. Progressive Plumbing, Inc., Defendant, represented by Michael A. Nardella -- mnardella@nardellalaw.com -- Nardella & Nardella, PLLC & Christine Irwin Parrish -- christy@cparrishlaw.com -- Christine Irwin Parrish, P.A. Allied World Specialty Insurance Company, Defendant, represented by Jonathan P. Cohen, Jonathan P. Cohen, P.A. About Progressive Plumbing Progressive Plumbing, Inc., based in Clermont, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 15-07275) on August 24, 2015. Roman V. Hammes, Esq. at Roman V. Hammes, P.L. and Michael A. Nardella, Esq. at Nardela & Nardella, PLLC, serve as bankruptcy counsel. PURDUE PHARMA: S&L, Morgan Update List of Class Claimants --------------------------------------------------------- In the Chapter 11 cases of Purdue Pharma L.P., et al., the law firms of Stevens & Lee, P.C. and Morgan & Morgan, P.A., submitted an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Class Claimants that they are representing. S&L and its Co-counsel represent the following persons in their respective individual and putative capacities as proposed representatives of classes of privately insured parties who are plaintiffs and proposed class representatives in their individual and representative capacities in suits brought against Debtor-Defendant Purdue Pharma Inc. and other affiliated and non-affiliated defendants, as set forth below (and with the class members, collectively, the "Class Claimants") in their 25 respective actions in the 25 states identified below (the "Class Actions"), all of which have been and remain stayed in connection with In re National Prescription Opiate Litigation, No. 1:17-md-2804 (N.D. Ohio) (the "MDL"): * Ronald D. Stracener, F. Kirk Hopkins, Jordan Chu, Amel Eiland, Nadja Streiter, Michael Konig, Eli Medina, Barbara Rivers, Marketing Services of Indiana, Inc., Glenn Golden, Gretta Golden, Michael Christy, Edward Grace, Debra Dawsey, Darcy Sherman, Kimberly Brand, Lou Sardella, Michael Klodzinski, Kevin Wilk, Heather Enders, Jason Reynolds, MSI Corporation, Deborah Green-Kuchta, W. Andrew Fox, Dora Lawrence, Michael Lopez, and Zachary R. Schneider. * Plaintiff Ronald D. Stracener seeks to hold Purdue accountable for the economic harm it has imposed on Alabama purchasers of private health insurance, in the action Stracener v. Purdue Pharma, L.P., et. al., No. 19-cv-86 (S.D. Ala.). * Plaintiff F. Kirk Hopkins seeks to hold Purdue accountable for the economic harm it has imposed on Arizona purchasers of private health insurance, in the action Hopkins v. Purdue Pharma, L.P., et. al., No. 18-cv-2646 (D. Ariz). * Plaintiff Jordan Chu seeks to hold Purdue accountable for the economic harm it has imposed on California purchasers of private health insurance, in the action Chu v. Purdue Pharma, L.P., et. al., No. 18-cv-2576 (N.D. Cal.). * Plaintiff Amel Eiland seeks to hold Purdue accountable for the economic harm it has imposed on Colorado purchasers of private health insurance, in the action Eiland v. Purdue Pharma, L.P., et. al., No. 18-cv-46283 (D. Colo.). * Plaintiff Nadja Streiter seeks to hold Purdue accountable for the economic harm it has imposed on Connecticut purchasers of private health insurance, in the action Streiter v. Purdue Pharma, L.P., et. al., No. 18-cv-1425 (D. Conn.). * Plaintiff Michael Konig seeks to hold Purdue accountable for the economic harm it has imposed on Florida purchasers of private health insurance, in the action Konig v. Purdue Pharma, L.P., et. al., No. 18-cv-61960 (S.D. Fla.). * Plaintiff Eli Medina seeks to hold Purdue accountable for the economic harm it has imposed on Idaho purchasers of private health insurance, in the action Medina v. Purdue Pharma, L.P., et. al., No. 18-cv-369 (D. Idaho). * Plaintiff Barbara Rivers seeks to hold Purdue accountable for the economic harm it has imposed on Illinois purchasers of private health insurance, in the action Rivers v. Purdue Pharma, L.P., et. al., No. 18-cv-3116 (N.D. Ill.). * Plaintiff Marketing Services of Indiana, Inc. seeks to hold Purdue accountable for the economic harm it has imposed on Indiana purchasers of private health insurance, in the action Marketing Services of Indiana, Inc. v. Purdue Pharma, L.P., et. al., No. 18-cv-2778 (S.D. Ind.). * Plaintiffs Glenn Golden, Gretta Golden and Michael Christy seek to hold Purdue accountable for the economic harm it has imposed on Louisiana purchasers of private health insurance, in the action Golden et. al. v. Purdue Pharma, L.P., et. al., No. 19-cv-1048 (E.D. La.). * Plaintiff Edward Grace seeks to hold Purdue accountable for the economic harm it has imposed on Massachusetts purchasers of private health insurance, in the action Grace v. Purdue Pharma, L.P., et. al., No. 18-cv-10857 (D. Mass.). * Plaintiff Deborah Dawsey seeks to hold Purdue accountable for the economic harm it has imposed on Michigan purchasers of private health insurance, in the action Dawsey v. Purdue Pharma, L.P., et. al., No. 19-cv-94 (W.D. Mich.). * Plaintiff Darcy Sherman seeks to hold Purdue accountable for the economic harm it has imposed on Minnesota purchasers of private health insurance, in the action Sherman v. Purdue Pharma, L.P., et. al., No. 18-cv-3335 (D. Minn.). * Plaintiff Kimberly Brand seeks to hold Purdue accountable for the economic harm it has imposed on Missouri purchasers of private health insurance, in the action Brand v. Purdue Pharma, L.P., et. al., No. 18-cv-653 (W.D. Mo.). * Plaintiff Lou Sardella seeks to hold Purdue accountable for the economic harm it has imposed on New Jersey purchasers of private health insurance, in the action Sardella v. Purdue Pharma, L.P., et. al., No. 18-cv-8706 (D.N.J.). * Plaintiff Michael Klodzinski seeks to hold Purdue accountable for the economic harm it has imposed on New York purchasers of private health insurance, in the action Klodzinski v. Purdue Pharma, L.P., et. al., No. 18-cv-3927 (S.D.N.Y.). * Plaintiff Kevin Wilk seeks to hold Purdue accountable for the economic harm it has imposed on North Carolina purchasers of private health insurance, in the action Wilk v. Purdue Pharma, L.P., et. al., No. 18-cv-181 (E.D.N.C.). * Plaintiff Heather Enders seeks to hold Purdue accountable for the economic harm it has imposed on Ohio purchasers of private health insurance, in the action Enders v. Purdue Pharma, L.P., et. al., No. 19-cv-448 (S.D. Ohio). * Plaintiff Jason Reynolds seeks to hold Purdue accountable for the economic harm it has imposed on Oregon purchasers of private health insurance, in the action Reynolds v. Purdue Pharma, L.P., et. al., No. 18-cv-1911 (D. Or.). * Plaintiff MSI Corporation seeks to hold Purdue accountable for the economic harm it has imposed on Pennsylvania purchasers of private health insurance, in the action MSI Corp. v. Purdue Pharma, L.P., et. al., No. 18-cv-1109 (W.D. Pa.). * Plaintiff Deborah Green-Kuchta seeks to hold Purdue accountable for the economic harm it has imposed on South Dakota purchasers of private health insurance, in the action Green- Kuchta v. Purdue Pharma, L.P., et. al., No. 18-cv-4132 (D.S.D.). * Plaintiff W. Andrew Fox seeks to hold Purdue accountable for the economic harm it has imposed on Tennessee purchasers of private health insurance, in the action Fox v. Purdue Pharma, L.P., et. al., No. 18-cv-194 (E.D. Tenn.). * Plaintiff Dora Lawrence seeks to hold Purdue accountable for the economic harm it has imposed on Texas purchasers of private health insurance, in the action Lawrence v. Purdue Pharma, L.P., et. al., No. 18-cv-2889 (S.D. Tex.). * Plaintiff Michael Lopez seeks to hold Purdue accountable for the economic harm it has imposed on Utah purchasers of private health insurance, in the action Lopez v. Purdue Pharma, L.P., et. al., No. 18-cv-719 (D. Utah). * Plaintiff Zachary R. Schneider seeks to hold Purdue accountable for the economic harm it has imposed on Wisconsin purchasers of private health insurance, in the action Schneider v. Purdue Pharma, L.P., et. al., No. 19-cv-611 (E.D. Wis.). S&L and its Cocounsel also represent the following persons in their respective individual and putative capacities as proposed representatives of classes of privately insured parties who are plaintiffs and proposed class representatives in their individual and representative capacities in suits originally brought against Purdue and other affiliated and non-affiliated defendants, as set forth below in their three (3) respective actions in the three (3) states identified below, all of which have been and remain stayed in connection with the MDL, the automatic stay and Order Pursuant To 11 U.S.C. § 105(a) Granting, In Part, Motion For A Preliminary Injunction (Adv. Pro. Docket No. 82), entered in the Adversary Proceeding styled Purdue Pharma L.P., et al. v. Commonwealth of Massachusetts, et al., Adv. Pro. No. 19-08289. * Plaintiff William Taylor seeks to eventually hold Purdue accountable for the economic harm it has imposed on Kansas purchasers of private health insurance, in the action Taylor v. Purdue Pharma, L.P., et. al., No. 19-cv-02596 (D. Kansas). * Plaintiff William Stock seeks to eventually hold Purdue accountable for the economic harm it has imposed on Oklahoma purchasers of private health insurance, in the action Stock v. Purdue Pharma, L.P., et. al., No. 19-cv-00526 (N.D. Okla.). * Plaintiff Al Marino, Inc. seeks to eventually hold Purdue accountable for the economic harm it has imposed on West Virginia purchasers of private health insurance, in the action Al Marino, Inc. v. Purdue Pharma, L.P., et. al., No. 19-cv-00723 (S.D. West Va.). As of Oct. 21, 2019, Morgan & Morgan has filed the following action: Martin v. Purdue Therapeutics, Inc., CV 2018-013354 (Maricopa County). Morgan & Morgan has filed actions against either or both Purdue Pharma, Inc. and Purdue Therapeutics, Inc. on behalf of the following: -- Oklahoma The County Commission of Mayes County The County Commission of Rogers County The County Commission of Nowata County The County Commission of Creek County The County Commission of Washington County The County Commission of Okmulgee County -- Kansas: The County Commission of Crawford County The County Commission of Neosho County -- West Virginia: Town of Kermit City of Welch Town of West Hamlin McDowell County Clay County Lincoln County Mercer County Town of Chapmanville Mingo County Town of Chapmanville Town of Hamlin City of Williamson Town of Gilbert -- Missouri: City of Springfield -- Florida: City of Deerfield Beach City of Hallandale Beach City of Pembroke Pines City of Miramar City of Lauderhill City of Ft. Lauderdale Monroe County None of these plaintiffs has any "disclosable economic interest" other than as disclosed in the preceding paragraphs. Other than as disclosed herein, S&L does not currently represent or claim to represent any other entity with respect to the Debtors' cases, and does not hold any claim against or interest in the Debtors or their estates. Counsel for Ronald D. Stracener, F. Kirk Hopkins, Jordan Chu, Amel Eiland, Nadja Streiter, Michael Konig, Eli Medina, Barbara Rivers, Marketing Services of Indiana, Inc., Glenn Golden, Gretta Golden, Michael Christy, Edward Grace, Debra Dawsey, Darcy Sherman, Kimberly Brand, Lou Sardella, Michael Klodzinski, Kevin Wilk, Heather Enders, Jason Reynolds, MSI Corporation, Deborah Green-Kuchta, W. Andrew Fox, Dora Lawrence, Michael Lopez, Zachary R. Schneider, William Taylor, William Stock and Al Marino, Inc., and the Putative Classes can be reached at: Stevens & Lee, P.C. 485 Madison Avenue, 20th Floor New York, NY 10022 Telephone: (212) 319-8500 Facsimile: (212) 319-8505 Morgan & Morgan, P.A. James Young, Esq. Complex Litigation Group 76 S. Laura St., Suite 1100 Jacksonville, FL 32202 Telephone: (904) 361-0012 E-mail: jyoung@ForThePeople.com - and - Morgan & Morgan, P.A. Juan R. Martinez, Esq. Complex Litigation Group 201 N. Franklin Street, 7th Floor Tampa, FL 33602 Telephone: (813) 223-5505 E-mail: juanmartinez@ForThePeople.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/hIiKBZ About Purdue Pharma Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. RANCHER'S LEGACY: Committee Taps Bassford Remele as Co-Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Rancher's Legacy Meat Company received approval from the U.S. Bankruptcy Court for the District of Minnesota to hire Bassford Remele, P.A. Bassford will serve as co-counsel with Pachulski Stang Ziehl & Jones LLP, the other firm hired to represent the committee in the Debtor's Chapter 11 case. Bassford has agreed to charge these hourly fees: Partners $425 Associates $300 Paralegals $175 Jeffrey Klobucar, Esq., and Patrick Newman, Esq., the firm's attorneys who will be providing the services, charge $425 per hour and $300 per hour, respectively. Mr. Klobucar attests that his firm neither hold nor represent an interest materially adverse to the Debtor's bankruptcy estate, creditors and equity security holders. Bassford counsel can be reached through: Jeffrey D. Klobucar, Esq. Bassford Remele, P.A. 100 South Fifth Street, Suite 1500 Minneapolis, MN 55402 Tel: (612) 333-3000 Fax: (612) 333-8829 Email: jklobucar@bassford.com About Rancher's Legacy Meat Rancher's Legacy Meat Co. -- https://rancherslegacy.com/ -- owns and operates an animal slaughtering and processing facility in Vadnais Heights, Minn. Rancher's Legacy Meat was built to produce fresh and frozen ground meat in patty and bulk configurations. Rancher's Legacy sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-32928) on Sept. 20, 2019. In the petition signed by Arlyn J. Lomen, president, the Debtor listed total assets of $13,291,000 and total liabilities of $26,897,956. The case is assigned to Judge Michael E. Ridgway. Foley & Mansfield P.L.L.P.is the Debtor's legal counsel. The U.S. Trustee for Region 12 appointed a committee of unsecured creditors on Sept. 27, 2019. RANCHER'S LEGACY: Committee Taps Pachulski Stang as Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Rancher's Legacy Meat Company received approval from the U.S. Bankruptcy Court for the District of Minnesota to hire Pachulski Stang Ziehl & Jones LLP as its legal counsel. The firm will provide these services to the committee in connection with the Debtor's Chapter 11 case: a) advise the committee of its rights, duties and powers in the Debtor's bankruptcy case; b) assist the committee in its consultations with the Debtor; c) analyze claims of creditors and the Debtor's capital structure and negotiate with holders of claims and equity interests; d) investigate the acts, conduct, assets, liabilities and financial condition of the Debtor and the operation of its business; e) investigate liens and claims of holders of the Debtor's pre-bankruptcy debt and the prosecution of any claims or causes of action revealed by such investigation; f) advise the committee on matters related to the assumption or rejection of non-residential real property leases and executory contracts, asset disposition, sale of assets, financing of the Debtor's transactions and the terms of a plan of reorganization; g) advise the committee as to its communications to unsecured creditors; h) represent the committee at hearings and other proceedings; i) review applications, orders, statements of operations and schedules filed with the court; and j) assist the committee in preparing pleadings and other legal papers. Pachulski's hourly rates are: Partners $725 – 1,325 Counsel $650 – 1,095 Associates $575 - 695 Paralegals $325 - 425 The attorneys and paralegal expected to provide the services are: Bradford J. Sandler (Partner) $975 Colin R. Robinson (Counsel) $795 Steven W. Golden (Associate) $575 Liz Thomas (Paralegal) $395 Bradford Sandler, Esq., a partner at Pachulski, attests that the firm does not represent any interest adverse to the Debtor's estate and creditors. The firm can be reached through: Bradford J. Sandler, Esq. Steven W. Golden, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: bsandler@pszjlaw.com sgolden@pszjlaw.com About Rancher's Legacy Meat Rancher's Legacy Meat Co. -- https://rancherslegacy.com/ -- owns and operates an animal slaughtering and processing facility in Vadnais Heights, Minn. Rancher's Legacy Meat was built to produce fresh and frozen ground meat in patty and bulk configurations. Rancher's Legacy sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-32928) on Sept. 20, 2019. In the petition signed by Arlyn J. Lomen, president, the Debtor listed total assets of $13,291,000 and total liabilities of $26,897,956. The case is assigned to Judge Michael E. Ridgway. Foley & Mansfield P.L.L.P.is the Debtor's legal counsel. The U.S. Trustee for Region 12 appointed a committee of unsecured creditors on Sept. 27, 2019. RCG RESOLUTION: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: RCG Resolution Trust 110 West C Street #2101 San Diego, CA 92101 Business Description: RCG Resolution Trust, a business trust, is engaged in activities related to real estate. Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Southern District of California (San Diego) Case No.: 19-06444 Judge: Hon. Louise DeCarl Adler Debtor's Counsel: R. Creig Greaves, Esq. R. CREIG GREAVES 110 West C Street, Suite 2101 San Diego, CA 92101 Tel: (619) 234-0033 Fax: (619) 234-3335 E-mail: creig@stopdebtlegal.sdcoxmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Thaddeus Hermes, trustee. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/casb19-06444.pdf RDFORD PROPERTIES: Seeks to Hire Abbasi Law as Legal Counsel ------------------------------------------------------------ RDford Properties, Inc. seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Abbasi Law Corporation as its legal counsel. RDford Properties requires Abbasi Law to: a. represent the Debtor at the initial interview; b. represent the Debtor at its meeting of creditors pursuant to the Bankruptcy Code; c. represent the Debtor at all hearings before the bankruptcy court; d. prepare on behalf of the Debtor all necessary applications, motions, orders and other legal papers; e. advise the Debtor regarding matters of bankruptcy law, including its rights and remedies with respect to its assets and the claims of its creditors; f. represent the Debtor with regard to all contested matters; g. represent the Debtor with regard to the preparation of a disclosure statement and the negotiation, preparation, and implementation of a plan of reorganization; h. analyze any secured, priority or general unsecured claims that have been filed in the Debtor's bankruptcy case; i. negotiate with the Debtor's secured and unsecured creditors regarding the amount and payment of their claims; j. object to claims as may be appropriate; k. perform all other legal services for the Debtor as may be necessary, other than adversary proceedings which would require a further written agreement; l. advise the Debtor with respect to its powers and duties in the continued operation of its business; m. provide counseling with respect to the general corporate, securities, real estate, litigation, environmental, state regulatory and other legal matters which may arise during the pendency of the Debtor's case; and n. perform all other legal services that is desirable and necessary for the efficient and economic administration of the case. Abbasi Law will be paid at these hourly rates: Attorneys $400 Paralegals $60 Law Clerk $25 Prior to the commencement of the bankruptcy case, the Debtors paid Abbasi Law a retainer of $7,000, and the $1,717 filing fee. Abbasi Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew Abbasi, Esq., a partner at Abbasi Law Corporation, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Abbasi Law can be reached at: Matthew Abbasi, Esq. Abbasi Law Corporation 8889 West Olympic Blvd., Suite 240 Beverly Hills, CA 90211 Tel: (310) 358-9341 Fax: (888) 709-5448 Email: matthew@malawgroup.com About RDford Properties Inc. Based in Reseda, California, RDford Properties, Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 19-12274) on September 19, 2019, listing under $1 million in both assets and liabilities. Matthew Abbasi at Abbasi Law Corporation represents the Debtor as counsel. RESOLUTE BANK: In Receivership; Buckeye Assumes All Deposits ------------------------------------------------------------ Resolute Bank in Maumee, Ohio, was closed Oct. 25, 2019, by the Office of the Comptroller of the Currency, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect depositors, the FDIC entered into a purchase and assumption agreement with Buckeye State Bank in Powell, Ohio, to assume all of the deposits of Resolute Bank. The sole branch of Resolute Bank will reopen as a branch of Buckeye State Bank during normal business hours. Depositors of Resolute Bank will automatically become depositors of Buckeye State Bank. Deposits will continue to be insured by the FDIC, so customers do not need to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Resolute Bank should continue to use their existing branch until they receive notice from Buckeye State Bank that it has completed systems changes to allow other Buckeye State Bank branches to process their accounts as well. "This evening and over the weekend, depositors of Resolute Bank can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual," the FDIC said Friday. As of June 30, 2019, Resolute Bank had approximately $27.1 million in total assets and $26.2 million in total deposits. In addition to assuming all of the deposits of the failed bank, Buckeye State Bank agreed to purchase essentially all of the assets. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $2.2 million. Compared to other alternatives, Buckeye State Bank's acquisition was the least costly resolution for the FDIC's DIF. Resolute Bank is the third FDIC-insured institution to fail in the nation this year. Louisa Community Bank in Louisa, Ky., was also placed in receivership Friday. The last FDIC-insured institution closed in the state was Columbia Savings Bank in Cincinnati, Ohio, on May 23, 2014. "The overall health of the banking system today remains strong, as reported in the FDIC's most recent Quarterly Banking Profile," the FDIC said. On average, roughly five banks go out of business each year according to FDIC data. There have been only three years since 1933 without a single bank failure. Customers with questions about the transaction should call the FDIC toll-free at 1-866-806-6128. The phone number will be operational this evening until 9:00 p.m., Eastern Time (ET); on Saturday from 8:00 a.m. to 6:00 p.m., ET; on Sunday from noon to 6:00 p.m., ET; on Monday from 8:00 a.m. to 8:00 p.m., ET; and thereafter from 9:00 a.m. to 5:00 p.m., ET. Interested parties also can visit the FDIC's website at https://www.fdic.gov/bank/individual/failed/resolute.html. Congress created the Federal Deposit Insurance Corporation in 1933 to restore public confidence in the nation's banking system. The FDIC insures deposits at the nation's banks and savings associations, 5,303 as of June 30, 2019. It promotes the safety and soundness of these institutions by identifying, monitoring and addressing risks to which they are exposed. The FDIC receives no federal tax dollars -- insured financial institutions fund its operations. RG STEEL: Renco Bid to Vacate Arbitrator's Final Award Tossed ------------------------------------------------------------- In the case captioned THE RENCO GROUP, INC., et al., Plaintiffs, v. STEEL WORKERS PENSION TRUST, Defendant, Civil Action No. 18-1311 (W.D. Pa.), District Judge Cathy Bissoon denied Renco's motion for partial summary judgment seeking to vacate an arbitrator's final award. The District Court granted the Steelworkers Pension Trust's motion for summary judgment seeking confirmation. The Renco Group, Inc., and its subsidiaries, Ilshar Capital, LLC, Blue Turtles, Inc., Unarco Material Handling Inc., Inteva Products, LLC, the Doe Run Resources Corp. and US Magnesium LLC brought the action under the Employee Retirement Security Act of 1974 (ERISA), as amended by the Multiemployer Pension Plan Amendments Act of 1980 (MPPAA) against the Steelworkers Pension Trust ("SPT") by its chairman, Daniel A. Bosh. Renco seeks to vacate a final arbitration award issued in favor of SPT on Sept. 25, 2018 by Arbitrator Ira F. Jaffe. The Arbitrator held that Renco was responsible for the withdrawal liability claimed by SPT against Renco's former wholly-owned subsidiary, RG Steel, LLC when it filed voluntary petitions under Chapter 11 of the Bankruptcy Code and permanently ceased operations on May 31, 2012, Renco remained a member of RG Steel's controlled group. Although Renco sold 24.5% of RG Steel to Cerberus Capital Management, L.P. on Jan. 17, 2012, thus removing Renco from RG Steel's controlled group, the Arbitrator concluded that this transaction had a principal purpose of evading or avoiding Renco's withdrawal liability, and, thus, should be disregarded pursuant to section 4212(c) of ERISA, 29 U.S.C. section 1392(c). In urging that the Arbitrator's Award be vacated, Renco raises four main arguments: 1) the Arbitrator failed to assess the principal purpose of the Cerberus Transaction as a whole, and, instead, inappropriately focused on the change in structure from permanent warrants to direct equity membership units; 2) even under the Arbitrator's (purportedly) flawed legal standard, the Cerberus Transaction did not trigger Section 1392(c) because the change from warrants to membership units was not "structural"; the transaction would have gone forward in any event; and Renco had no illegitimate purpose for this change; 3) the Arbitrator committed error because the change in equity terminology did not affect Renco's removal from RG Steel's controlled group, given that the use of permanent warrants also would have removed Renco under relevant tax law; and 4) even assuming his analyses otherwise were correct, the Arbitrator erroneously disregarded the entire Cerberus Transaction and should have merely disregarded the use of membership units and reformatted the transaction with permanent warrants. On the first argument, the Arbitrator found two principal purposes to the Cerberus Transaction, one of which (obtaining needed capital for RG Steel) did not invoke Sec. 4212(c), but the other one did (ensuring that Renco existed the RG Steel controlled group). The Arbitrator properly looked at the structure (or restructure) of the transaction as evidence of Renco's intent. In addition, the Arbitrator considered the evidence presented, including the testimony of Renco's witnesses, and considered the amount of money at stake. He also reviewed Renco's interactions with representatives from the PBGC, concluding that Renco misled and deceived the agency in multiple ways until after the Cerberus Transaction closed, thereby effectively precluding the PBGC from taking preventive measures.15 While Renco argues that what occurred with the PBGC concerning the single employer plans is irrelevant, the Arbitrator concluded otherwise; and Renco has not explained why the Arbitrator erred by taking notice of this evidence as relevant to intent. Thus, Renco's argument that the Arbitrator failed to assess whether a principal purpose of the Cerberus Transaction as a whole was to evade or avoid withdrawal liability is unsupported. In sum, the Arbitrator used the correct legal standards and relied upon ample record-facts in reaching his conclusion that a principal purpose of the Cerberus Transaction was to evade or avoid withdrawal liability. Renco next argues that the change from permanent warrants to membership units before the Cerberus Transaction was finalized did not materially change the economics of the deal. It further contends that it did not have an improper purpose because its only goal was to "avoid ambiguity" and "preclude litigation." Although Renco's interactions with the PBGC concerned single employer plans and not the multiemployer plan, the Arbitrator found this evidence relevant because Renco's exposure to withdrawal liability was much greater for the multiemployer plan ($75 million) than for the single employer plans ($25 million). The Arbitrator found that the change from warrants to membership units was material, and his conclusion was well-supported in both the record and the law. Addressing the third argument, the Arbitrator found, although the draft warrants would have conveyed some interests to Cerberus upon completion of the transaction, they would not have conveyed sufficient interests to support treating Cerberus as a partner with an ownership interest until they were exercised. Most importantly, even assuming Renco was correct about what would have occurred had draft warrants been utilized, this does nothing to undermine the Arbitrator's well-founded, ultimate conclusion that the Cerberus Transaction had a principal purpose of evading or avoiding withdrawal liability. On the final argument, the Arbitrator consistently concluded that a principal purpose of the Cerberus Transaction as a whole was to evade or avoid withdrawal liability (based in part on the restructuring to convey membership units rather than permanent warrants); and he therefore disregarded the Cerberus Transaction as a whole. As the Arbitrator correctly determined, the Cerberus Transaction, once discarded, cannot be "replaced by the proposed and ultimately rejected provisions for permanent warrants for purposes of determining whether or not Renco remained in the controlled group." In sum, the Arbitrator's factual findings have not been rebutted by a clear preponderance of the evidence, and, thus, are entitled to great deference. Further, the Court has reviewed the Arbitrator's legal conclusions, de novo, and finds no error(s) of law warranting a vacation of the Final Award. A copy of the District Court's Memorandum Opinion and Order dated Sept. 30, 2019 is available at https://bit.ly/2MZPgA8 from Leagle.com. THE RENCO GROUP, INC., ILSHAR CAPITAL LLC, BLUE TURTLES, INC., UNARCO MATERIAL HANDLING, INC., INTEVA PRODUCTS LLC, THE DOE RUN RESOURCES CORPORATION & US MAGNESIUM LLC, Plaintiffs, represented by Anderson T. Bailey -- atbailey@jonesday.com -- Jones Day, Bradley R. Bobroff -- bbobroff@proskauer.com -- Proskauer Rose LLP, pro hac vice, Joseph E. Clark -- jclark@proskauer.com -- Proskauer Rose LLP, pro hac vice, Leon F. DeJulius -- lfdejulius@jonesday.com -- Jones Day & Myron D. Rumeld -- mrumeld@proskauer.com -- Proskauer Rose LLP, pro hac vice. STEELWORKERS PENSION TRUST, Defendant, represented by Neil J. Gregorio -- nggregorio@tuckerlaw.com -- Tucker Arensberg, Bradley S. Tupi -- btupi@tuckerlaw.com -- Tucker Arensberg, Brian A. Pepicelli -- bpepicelli@tuckerlaw.com -- Tucker Arensberg, P.C., Ian M. Grecco -- igrecco@tuckerlaw.com -- Tucker Arensberg, P.C., John P. Warner , Buchanan Ingersoll & Rooney PC, pro hac vice, Richard B. Tucker, III -- rtucker@tuckerlaw.com -- Tucker Arensberg & Scott R. Leah -- sleah@tuckerlaw.com -- Tucker Arensberg. STEELWORKERS PENSION TRUST, Counter Claimant, represented by John P. Warner , Buchanan Ingersoll & Rooney PC, pro hac vice, Neil J. Gregorio , Tucker Arensberg, Bradley S. Tupi , Tucker Arensberg, Brian A. Pepicelli , Tucker Arensberg, P.C., Richard B. Tucker, III , Tucker Arensberg & Scott R. Leah , Tucker Arensberg. BLUE TURTLES, INC., ILSHAR CAPITAL LLC, INTEVA PRODUCTS LLC, THE DOE RUN RESOURCES CORPORATION, THE RENCO GROUP, INC., UNARCO MATERIAL HANDLING, INC. & US MAGNESIUM LLC, Counter Defendants, represented by Anderson T. Bailey , Jones Day, Bradley R. Bobroff, Proskauer Rose LLP, Joseph E. Clark , Proskauer Rose LLP, Leon F. DeJulius , Jones Day & Myron D. Rumeld , Proskauer Rose LLP. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owned Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-11661) on May 31, 2012. Bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion. As of the bankruptcy filing, the Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. Kramer Levin Naftalis & Frankel LLP represents the Official Committee of Unsecured Creditors. Huron Consulting Services LLC serves as the Committee's financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. CJ Betters Enterprises Inc. paid $16 million for the Ohio plant. RG Steel Sparrows Point LLC has received the green light to sell some of its assets to Siemens Industry, Inc., which include equipment and related spare parts, for $400,000. A federal judge approved on Oct. 15, 2015, a structured settlement of claims in RG Steel's Chapter 11 bankruptcy case that gives United Steelworkers-related entities about 70% of the $17.4 million total to be distributed to creditors. RIVERBEND ENVIRONMENTAL: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Riverbend Environmental Services, LLC 4451 Hwy 61 P.O. Box 99 Fayette, MS 39069 Business Description: Riverbend Environmental Services owns and operates a sanitary landfill in Fayette, Mississippi. Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson-3 Divisional Office) Case No.: 19-03828 Judge: Hon. Katharine M. Samson Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Pkwy. Ridgeland, MS 39157 Tel: 601 427-0048 Fax: 601-427-0050 E-mail: cmgeno@cmgenolaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jackie McInnis, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mssb19-03828.pdf ROCKIES REGION: Bankr. Court Confirms Amended Joint Chapter 11 Plan ------------------------------------------------------------------- Bankruptcy Judge Stacey G. Jernigan issued her findings of facts, conclusions of law and order confirming the amended joint chapter 11 plan of debtors Rockies Region 2006 Limited Partnership & Rockies Region 2007 Limited Partnership. The Plan is proposed jointly by the Debtors, with input from PDC Energy, Inc. and the LP Plaintiffs. The LP Plaintiffs are Robert R. Dufresne, as Trustee of the Dufresne Family Trust; Michael A. Gaffey, as Trustee of the Michael A. Gaffey and JoAnne M. Gaffey Living Trust dated March 2000; Ronald Glickman, as Trustee of the Glickman Family Trust established August 29, 1994; Jeffrey R. Schulein, as Trustee of the Schulein Family Trust established March 29, 1989; and William J. McDonald, as Trustee of the William J. McDonald and Judith A. McDonald Living Trust dated April 16, 1991. The Court ruled that the Plan provides for adequate and proper means for its implementation including, without limitation, (a) sources of consideration for Plan distributions, (b) consummation of the global settlement among the Debtors, PDC and the LP Plaintiffs, (c) the cancellation of all Equity Interests in the Debtors and the Debtors' ultimate dissolution, (d) the cancellation of certain existing agreements, obligations, instruments, and interests, (e) the vesting of the assets of the Debtors' estates in the Post-Confirmation Debtors, and (f) the execution, delivery, filing, or recording of all contracts, instruments, releases, and other agreements or documents related to the foregoing, thereby satisfying section 1123(a)(5) of the Bankruptcy Code. The additional provisions of the Plan are appropriate and consistent with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1123(b) of the Bankruptcy Code. The Plan's other provisions are appropriate and consistent with the applicable provisions of the Bankruptcy Code including, without limitation, provisions for (a) distributions to holders of Claims and Equity Interests, (b) retention of, and right to enforce, sue on, settle, or compromise (or refuse to do any of the foregoing with respect to) certain claims and causes of action against third parties, to the extent not waived and released under the Plan, (c) resolution of Disputed Claims, (d) allowance of certain Claims, (e) releases by Debtors of certain parties, (f) releases by the holders of Claims and Equity Interests, and (g) exculpations of certain parties. The Court further held that the Debtors have proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. The Debtors' good faith is evident from the facts and record of these Chapter 11 Cases, the Disclosure Statement, the record made at the Confirmation Hearing and the other proceedings in these Chapter 11 Cases. The Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtors' estates and to effectuate a liquidation of the Debtors. The Plan was negotiated at arm's-length among representatives of the Debtors, PDC and the LP Plaintiffs. Further, the Plan's classification, indemnification, exculpation, release, and injunction provisions have been negotiated in good faith and at arm's-length. Such provisions are consistent with sections 105, 1122, 1123(b)(6), 1125, 1129, and 1142 of the Bankruptcy Code, are each an integral part and necessary for the success of the Plan, and were not included in the Plan for any improper purpose. The Plan also satisfies section 1129(a)(7) of the Bankruptcy Code. The Debtors are liquidating, and the estates will be enhanced as a result of the Global Settlement, thereby maximizing distributions to holders of Equity Interests. If the Chapter 11 Cases were converted to cases under chapter 7 of the Bankruptcy Code, the Global Settlement would not necessarily be enforceable and the consideration thereunder may not be available for distribution, additional costs and expenses would be incurred by a chapter 7 trustee, and litigation would likely ensue with unknown and questionable results. Accordingly, each holder of an Equity Interest in Classes 4A and 4B has either accepted the Plan, or will receive or retain under the Plan on account of its Claim or Equity Interest property of a value, as of the Effective Date, that is not less than the amount that such holder would so receive or retain if the applicable Debtor were liquidated under chapter 7 of the Bankruptcy Code on such date. Accordingly, the Plan satisfies the "best interest of creditors" test with respect to each of Classes 4A and 4B under section 1129(a)(7) of the Bankruptcy Code. The Plan contemplates the sale of all assets of the Debtors and the subsequent liquidation of the Debtors by distributing all cash held or to be received by the Debtors to each Debtor's creditors and Equity Interest holders. The Plan also provides for a settlement with the Debtors' managing general partner, PDC, whereby PDC will pay the Debtors the aggregate amount of $11,130,000 for a general release of any causes of action of the limited partners; provided, however, any limited partner may refuse to give PDC a release and thereby forego its share of this $11,130,000 payment. The $11,130,000 payment is comprised of a $5,191,220 payment to debtor Rockies Region 2006 Limited Partnership and a $5,911,780 payment to debtor Rockies Region 2007 Limited Partnership. In addition, on the Effective Date of the Plan, PDC will place $3,000,000 in an Administrative Reserve to pay Allowed Administrative Expense Claims. Any remaining funds in the Administrative Reserve shall be used to pay the LP Plaintiffs' Fee Award, and once the funds in the Administrative Reserve have been exhausted, the balance of the LP Plaintiffs' Fee Award shall be paid from the $11,130,000 general release payment. A distribution of all remaining cash on hand will be made to the holders of Allowed Claims and Allowed Equity Interests. Each holder of an Allowed Class 3 General Unsecured Claim against a Debtor shall be paid in Cash in full from such Debtor on (or as soon as reasonably practicable after) the later of (i) the Effective Date or (ii) 14 days after the General Unsecured Claim becomes Allowed. Estimated recovery is 100%. A copy of the Court's Findings and Order dated Oct. 3, 2019 is available at https://bit.ly/33oNNtR from Leagle.com. A solicitation version of the Disclosure Statement dated August 27, 2019, is available at https://tinyurl.com/yyesb4lm from PacerMonitor.com at no charge. A solicitation version of the Plan dated August 27, 2019, is available at https://tinyurl.com/y29furku from PacerMonitor.com at no charge. The bankruptcy case is in re: ROCKIES REGION 2006 LIMITED PARTNERSHIP and ROCKIES REGION 2007 LIMITED PARTNERSHIP, Chapter 11, Debtors, Case No. 18-33513-sgj-11, Jointly Administered (Bankr. N.D. Tex.). Rockies Region 2006 Limited Partnership & Rockies Region 2007 Limited Partnership, Debtors, represented by Jason S. Brookner -- jbrookner@grayreed.com -- Gray Reed & McGraw LLP & Lydia Rogers Webb -- lwebb@grayreed.com -- Gray Reed and McGraw LLP. United States Trustee, U.S. Trustee, represented by Stephen McKitt , United States Trustees. About Rockies Region 2006 and Rockies Region 2007 Rockies Region is a privately-subscribed West Virginia limited partnership, which owns a working interest in wells located in Colorado, from which the partnership produces and sells crude oil, natural gas, and natural gas liquids. Rockies Region 2006 Limited Partnership and Rockies Region 2007 Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 18-33513 and 18-33514) on Oct. 30, 2018. Rockies Region 2006 disclosed $304,921 in assets and $3,034,219 in liabilities, and Rockies Region 2007 reported $530,155 in assets and $1,879,000 in liabilities as of the bankruptcy filing. Judge Stacey G. Jernigan oversees the cases. The Debtors tapped Reed & McGraw LLP as legal counsel; BMC Group, Inc., as noticing, solicitation, and tabulation agent; and Karen Nicolaou, managing director of Harney Management Partners, as responsible party. RUBY’S DINER: Plan Disclosures Hearing Continued to Nov. 22 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, has continued the hearing to consider approval of the disclosure statement in support of Ruby's Diner Inc.'s Chapter 11 plan to Nov. 22, 2019, at 10:00 a.m. On October 1, 2019, the Debtors, together with Ruby's Franchise Systems, Inc. (RFS), filed their First Amended Joint Chapter11 Plan of Reorganization and their First Amended Disclosure Statement Describing Joint Chapter 11 Plan of Reorganization. According to a status report filed by the Debtors on Oct. 15, 2019, the Debtors have continued to negotiate potential settlements with certain parties, and have revised to the Plan and Disclosure Statement to address the majority of the issues raised. 1. Pillsbury Winthrop Shaw Pittman LLP. Requested and was granted no less than 14-days to file a response to the Disclosure Statement after the filing thereof. 2. U.S. Foods, Inc. Pursuant to a stipulation with the Court filed on Oct. 9, 2019, and approved on Oct. 10, 2019, US Foods was granted an extension to Oct. 14, 2019 to respond to the Disclosure Statement. 3. Opus Bank requested and was provided an extension to October 14, 2019 to respond to the Disclosure Statement. 4. The Debtors believe they have reached agreements with the United States Trustee,US Foods and Opus Bank and do not anticipate receiving objections to the Disclosure Statement from any of these parties. 5. On Oct. 11, 2019, the Committee filed an objection, however, the Debtors are hopeful that an agreement with the Committee will ultimately be reached. As reported in the TCR, Ruby's Diner Inc., along with Ruby's Quality Diners, LLC, Ruby's Huntington Beach, Ltd., Ruby's Laguna Hills, Ltd., Ruby's Oceanside, Ltd., and Ruby's Palm Springs, Ltd., submitted a First Amended Joint Chapter 11 Plan of Reorganization and Disclosure Statement on Oct. 1, 2019, which incorporates the terms of settlements reached with Opus Bank and U.S. Foods, two of the major creditors in the Debtors' Chapter 11 Cases, and the Plan has their support. The RDI Debtors are co-proposing the Plan with Ruby's Franchise Systems, Inc. (RFS) The Plan provides for a restructuring of the Debtors' secured, priority and unsecured debt, infusion of new funding, the continuation of the Ruby's brand as a going concern under a new equity structure, and a transfer of the ownership of RFS to RDI, with the license agreement between them remaining in effect. The Plan will be funded through a combination of cash from operations, as well as the conversion of debt and the provision of plan funding by plan sponsor Steven L. Craig totaling $4,000,000. In addition, Douglas Cavanaugh and Ralph Kosmides, the founders of Ruby's will make a new value contribution on the Effective Date of the Plan in the form of a portion of the value of their ownership Interests in RFS, which will be contributed to RDI as part of a reconciliation of amounts due to and from the Founders and the Debtors as provided by the Plan. The net New Value Contribution by the Founders has been valued by RDI's financial advisor at approximately $5.5 million. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y64ccbz6 from PacerMonitor at no charge. About Ruby's Diner Inc. Ruby's Diner, Inc. -- https://www.rubys.com/ -- is a restaurant chain headquartered in Irvine, California. Founded by Doug Cavanaugh and Ralph Kosmides in 1982, it also has locations in California, Nevada, Arizona, Texas, Pennsylvania and New Jersey. Ruby's Diner, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-13311) on Sept. 5, 2018. In the petition signed by CEO Douglas S. Cavanaugh, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Catherine E. Bauer oversees the case. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel. SAMSON RESOURCES: Order Disallowing Calvin Williams Claim Upheld ---------------------------------------------------------------- The U.S. Court of Appeals for the Third Circuit affirms the District Court's order affirming an order of the Bankruptcy Court that disallowed Calvin D. Williams' claim in the Chapter 11 bankruptcy proceeding of Samson Resources Corp. The appeal concerns Samson's working interest in a mineral-rights lease executed in 1949 by Williams's great-grandfather, Will Seamster. That lease granted to a predecessor-in-interest of Samson the rights to oil and gas from a tract of land in Louisiana that the parties refer to as the "Seamster Tract." Seamster retained a royalty interest in oil and gas produced from the Seamster Tract. Over the years, that royalty interest has passed to and been divided among Seamster's many heirs, including Williams. Samson acquired its working interest in the lease in 2003 and, since then, it has produced mostly gas from the Seamster Tract and has paid royalties to Williams and the other inheritors of Seamster's royalty interest. As part of its bankruptcy, Samson sought to sell its working interest in the Seamster Tract lease to a third-party. Williams objected to the sale and claimed, inter alia, that the 1949 lease was fraudulent and invalid from the outset or had terminated by non-production by 1959. The Bankruptcy Court held a full evidentiary hearing on his objection and overruled it after concluding that the 1949 lease was valid as a factual matter. The Bankruptcy Court also concluded in the alternative that applicable Louisiana law barred Williams from challenging the lease both because Williams had accepted benefits thereunder (i.e., his royalty payments) and because the prescriptive period for challenging the lease had long expired. Williams appealed the Bankruptcy Court's ruling to the District Court, but his appeal was untimely and the District Court dismissed it on that basis. We affirmed that dismissal. Williams also filed a proof of claim in the Bankruptcy Court claiming that Samson owed him an unspecified amount for fraud and misappropriation of funds. Williams once again argued that the 1949 lease was invalid (which he presumably believed would have entitled him to more money). He also argued that Samson had otherwise miscalculated his royalties. After Samson objected to Williams's claim, the Bankruptcy Court once again held a full evidentiary hearing, sustained the objection, and disallowed the claim. Williams appealed that ruling to the District court as well, and the District Court affirmed. The District Court concluded (as had the Bankruptcy Court) that Williams was collaterally estopped from contesting the validity of the 1949 lease again. The District Court also concluded that his challenges to that lease were precluded by and lacked merit under applicable Louisiana law. Finally, the District Court concluded that Williams had not challenged Samson's calculation of his royalties, had not presented any evidence on that issue, and thus had provided "no evidentiary basis to rule in his favor." Williams now appeals to the Third Circuit. Having carefully reviewed the record and the parties' briefs, the Third Circuit will affirm substantially for the reasons explained by the Bankruptcy Court and the District Court. The Bankruptcy Court held a full hearing on Williams's claim, and both that court and the District Court thoroughly explained why it lacks merit. Williams argues on appeal that "this case is not about" any of the issues on which the District Court ruled and is instead about the underlying validity of the 1949 lease. As the District Court explained, however, Williams is collaterally estopped from relitigating the validity of the lease in this proceeding. Williams argues that collateral estoppel does not apply because he previously challenged the validity of the lease in the context of his objection to Samson's sale of its working interest, not his proof of claim. That distinction does not matter for purposes of collateral estoppel, which (unlike res judicata in the sense of claim preclusion) focuses on issues rather than claims. Thus, the Third Circuit agrees with the courts that Williams was collaterally estopped from contesting the validity of the 1949 lease again. "Williams has not otherwise raised any meaningful challenge to the lower courts' rulings and, in light of his pro se status, we note that we perceive no basis for one," the Appeals Court says. A copy of the Appeals Court's Opinion dated Oct. 4, 2019, is available at https://bit.ly/2VWq41F from Leagle.com. About Samson Resources Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and CFO, signed the petition. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC, serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. The Debtors have filed a plan of reorganization. The Creditors' Committee has filed a competing plan of liquidation. The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware entered on Feb. 13, 2017, an order confirming Samson Resources Corporation, et al.'s plan of reorganization. SANCHEZ ENERGY: Committee Taps FTI Consulting as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of Sanchez Energy Corporation and its debtor affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to hire FTI Consulting, Inc. as its financial advisor. The firm will provide these services to the committee in connection with the Debtors' Chapter 11 cases: -- assist in the preparation of analysis required to assess any proposed debtor-in-possession (DIP) financing or use of cash collateral; -- assess and monitor the Debtors' short-term cash flow, liquidity and operating results; -- assist in the review of financial-related disclosures required by the court; -- review retention programs and other employee benefit programs; -- review the Debtors' long-term financial projections; -- review the Debtors' cost/benefit analysis with respect to the assumption or rejection of its executory contracts and leases; -- review the Debtors' corporate structure including analysis of intercompany activities and claims; -- review tax issues associated with claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; -- review claims reconciliation and estimation process; -- attend meetings and assist in discussions as requested; -- review or prepare information and analysis necessary for the confirmation of a Chapter 11 plan; -- assist in the evaluation and analysis of avoidance actions; and -- file responses or objections to the Debtors' motions, attend depositions and provide expert reports and testimony. FTI's customary hourly rates are: Senior Managing Directors $725 - $1,195 Directors/Senior Directors/Managing Directors $510 - $880 Consultants/Senior Consultants $310 - $640 Administrative/Paraprofessionals $145 - $275 Michael Cordasco, senior managing director of FTI, attests that the firm neither holds nor represents any interest adverse to the Debtors' bankruptcy estates. The firm can be reached through: Michael Cordasco FTI Consulting, Inc. Three Times Square, 9th Floor New York, NY 10036 Tel: +1 212 247 1010 Fax: +1 212 841 9350 Email: michael.cordasco@fticonsulting.com About Sanchez Energy Corp. Sanchez Energy Corporation and its affiliates -- https://sanchezenergycorp.com/ -- are independent exploration and production companies focused on the acquisition and development of U.S. onshore oil and natural gas resources. Sanchez Energy is currently focused on the development of significant resource potential from the Eagle Ford Shale in South Texas, and holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana. As of Dec. 31, 2018, the companies had approximately 325,000 net acres of oil and natural gas properties with proved reserves of approximately 380 million barrels of oil equivalent and interests in approximately 2,400 gross producing wells. Sanchez Energy and 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-34508) on Aug. 11, 2019. As of June 30, 2019, the companies disclosed $2,159,915,332 in assets and $2,854,673,930 in liabilities. The cases have been assigned to Judge Marvin Isgur. The companies tapped Akin Gump Strauss Hauer & Feld LLP and Jackson Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as financial advisor; Alvarez & Marsal North America LLC as restructuring advisor; and Prime Clerk LLC as notice and claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 26, 2019. The committee tapped Milbank LLP and Locke Lord LLP as its co-counsel. SANCHEZ ENERGY: Committee Taps Jefferies as Investment Banker ------------------------------------------------------------- The official committee of unsecured creditors of Sanchez Energy Corporation and its affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to hire Jefferies LLC as its investment banker nunc pro tunc to Sept. 4, 2019. The firm will provide these services to the committee in connection with the Debtors' Chapter 11 cases: (a) advise the committee on any "M&A" transactions; (b) assist the committee in analyzing any potential or proposed restructuring; (c) assist the committee in analyzing debtor-in-possession financing, exit financing and other potential financing alternatives; (d) advise the committee on any capital structure, debt capacity and feasibility issues in connection with the transaction; (e) assist the committee in analyzing historical M&A and financing transactions in connection with any fraudulent transfer analyses performed by the committee; (f) assist the committee in evaluating and negotiating any restructuring proposals and alternatives and evaluating the impact on unsecured recoveries; (g) evaluate historical and projected financial information; (h) advise the committee on the current state of the restructuring and capital markets; and (i) provide valuation analyses and testimony. Jefferies will be compensated as follows: -- Monthly Fee. A monthly fee of $175,000 until the termination of the firm's employment. -- Transaction Fee. A $3.5 million fee upon consummation of a Chapter 11 plan. If the committee does not support such transaction that is consummated or prosecutes a material objection to such transaction that is not withdrawn, settled or otherwise consensually resolved and the transaction is consummated, then the fee will be reduced by $1.75 million. Commencing with the seventh monthly fee actually paid to Jefferies, 50 percent of the monthly fee actually paid to the firm will be credited against any transaction fee. Leon Szlezinger, managing director of Jefferies, assures the court 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 through: Leon Szlezinger Jefferies LLC 520 Madison Avenue New York, NY 10022 Phone: 212 284 2300 About Sanchez Energy Corp. Sanchez Energy Corporation and its affiliates -- https://sanchezenergycorp.com/ -- are independent exploration and production companies focused on the acquisition and development of U.S. onshore oil and natural gas resources. Sanchez Energy is currently focused on the development of significant resource potential from the Eagle Ford Shale in South Texas, and holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana. As of Dec. 31, 2018, the companies had approximately 325,000 net acres of oil and natural gas properties with proved reserves of approximately 380 million barrels of oil equivalent and interests in approximately 2,400 gross producing wells. Sanchez Energy and 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-34508) on Aug. 11, 2019. As of June 30, 2019, the companies disclosed $2,159,915,332 in assets and $2,854,673,930 in liabilities. The cases have been assigned to Judge Marvin Isgur. The companies tapped Akin Gump Strauss Hauer & Feld LLP and Jackson Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as financial advisor; Alvarez & Marsal North America LLC as restructuring advisor; and Prime Clerk LLC as notice and claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 26, 2019. The committee tapped Milbank LLP and Locke Lord LLP as its co-counsel. SARACEN DEVELOPMENT: Moody's Assigns B3 CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service assigned to Saracen Development, LLC a B3 Corporate Family Rating, and a B3-PD Probability of Default Rating. Moody's also assigned a B3 rating to the company's $285 million senior secured notes due 2025. The outlook is stable. Saracen is a wholly-owned unrestricted subsidiary of Downstream Development Authority (CFR B2) and was established for the sole purpose of financing and developing Saracen Casino Resort in Pine Buff, Arkansas, located 45 minutes from Little Rock, Arkansas. On June 13th, DDA was granted a commercial (non-Native) casino license to operate one of four allowed commercial casinos in Arkansas. The proposed notes will not be guaranteed by DDA and so Moody's rating reflects the standalone credit of Saracen. The net proceeds will be used to fund the costs associated with designing, developing, constructing and equipping Phase I of Saracen Casino Resort, repay existing debt and pay fees and expenses of the transaction. The Saracen Casino Annex (300 slots and four kiosks for sports betting and video poker) opened on October 1, 2019 and the Saracen Casino (2,000 slots, 50 tables, restaurants and sports book) is scheduled to open June 2020. Saracen is a commercial casino located on non-Tribal land. The notes are secured by all assets of the project. Assignments: Issuer: Saracen Development, LLC Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured Regular Bond/Debenture, Assigned B3 (LGD3) Outlook Actions: Issuer: Saracen Development, LLC Outlook, Assigned Stable RATINGS RATIONALE Saracen's credit (B3 stable) benefits from sufficient liquidity to support the construction and ramp-up of Phase I of its casino project that includes an interest reserve covering approximately 15 months of cash interest (8 months for construction and 7 months to support the ramp-up). Saracen is well located in the southeastern Arkansas - about 50 miles from Little Rock, a major population center. The closest competitor is an existing horse track and racino located southwest - about 60 miles from Little Rock but Saracen has a drive time advantage. The casino will be managed by Downstream Development Authority that successfully constructed, opened and has profitably managed the Downstream Casino Resort located in Oklahoma since 2008. The credit is constrained by construction and ramp up risks typical of ground up developments, small scale (revenues estimated around $200 million), and geographic and property concentration. There is limited history of commercial gaming in Arkansas that was only approved in November 2018 which adds an element of regulatory risk. The state authorized gaming at four locations around the state. On a standalone restricted group basis, Moody's estimates Saracen debt/EBITDA after its first full year of operation (2021) will be around 5.3x based upon Moody's estimated EBITDA around $60 million. The stable outlook considers the fully-funded nature of the development as Saracen will have a sufficient funding to complete construction, including an interest reserve that extends seven months beyond the construction period and the appropriate level of contingencies reserves typically provided for this type of development project. The stable outlook also considers the funding disbursement and monitoring requirement of the project,. Ratings improvement is not expected during the construction period. Once construction is complete, an upgrade would require ramp-up of earnings to support debt/EBITDA in the 4.0x to 4.5x range. Ratings could be downgraded if the project experiences significant cost over-runs or construction delays or if the ramp up of revenues and earnings are materially below expectations. Saracen Development, LLC is a wholly owned unrestricted subsidiary of Downstream Development Authority that is constructions a new casino resort located in Pine Bluffs, Arkansas. Downstream Development Authority is an instrumentality of the Quapaw Tribe of Oklahoma, owner of Downstream Casino Resort located in Northeast Oklahoma. DDA generated net revenue of about $170 million for the latest 12-month period ended June 30, 2019. The principal methodology used in these ratings was Gaming Industry published in December 2017. SARAH ZONE: Seeks to Extend Exclusivity Period to Dec. 15 --------------------------------------------------------- Sarah Zone, Inc. asked the U.S. Bankruptcy Court of the Central District of California to further extend the exclusive periods to file a Plan and obtain acceptances thereof for a period of two months, to and including Dec. 15, 2019 and Feb. 15, 2020, respectively. The Company filed three prior motions to extend the exclusive periods, which motions were granted by the Court. Accordingly, the Company's exclusive periods to file a Plan and obtain acceptances thereof are currently set to expire on Oct. 15 and Dec. 15, respectively. The requested exclusivity extension, if granted, will provide the Company and the Official Committee of Unsecured Creditors with the time needed to prepare a joint Plan that is ultimately confirmable. The Company submits that cause exists to further extend its exclusive periods to file a Plan and to obtain acceptances thereof in this case. The Company has worked diligently to negotiate an agreement with the Committee regarding consensual Plan terms. The Company's efforts have been successful and have resulted in an agreement in principle with the Committee regarding the terms of a Plan, which the Company anticipates will be proposed jointly with the Committee. However, the Company requires additional time to work with the Committee to prepare the Plan and the corresponding disclosure statement in the format required by the Court, to prepare all of the supporting documents for the Plan and Disclosure Statement, and to prepare and file a motion for approval of the Disclosure Statement. About Sarah Zone Sarah Zone, Inc. is a merchant wholesaler of apparel, piece goods, and notions. The company filed its Articles of Incorporation in California on Oct. 5, 2004, according to public records filed with California Secretary of State. Sarah Zone sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-20836) on Sept. 17, 2018. In the petition signed by Tae Hyun Yoo, president, the Debtor disclosed $3,833,130 in assets and $7,301,855 in liabilities. Judge Sandra R. Klein presides over the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP, as its legal counsel. SEARS HOLDINGS: Court Confirms Second Amended Chapter 11 Plan ------------------------------------------------------------- Sears Holdings Corporation and its affiliated debtors won approval of their Modified Second Amended Joint Chapter 11 Plan. The hearing on confirmation of the Plan commenced on Oct. 3, 2019, and concluding on Oct. 7, 2019, and after due deliberation, the U.S. Bankruptcy Court for the Southern District of New York ordered that: * The Plan and each of its provisions is approved and the Plan is confirmed pursuant to section 1129 of the Bankruptcy Code. * Any and all objections to and reservations of rights in respect of the Plan that have not been withdrawn, waived or resolved prior to the Confirmation Hearing are hereby denied and overruled on the merits with prejudice. * The compromises and settlements set forth in the Plan are approved, including, but not limited to, the PBGC Settlement, the Plan Settlement, and the Creditors’ Committee Settlement, and, on the Effective Date, will be effective and binding on all parties in interest, except that the Administrative Expense Claims Consent Program shall be effective and binding on all parties in interest on the Confirmation Date. * On the Effective Date, all Liquidating Trust Assets of the Debtors shall be transferred to the Liquidating Trust in accordance with Article X of the Plan, and all Debtors shall be dissolved without the necessity for any other or further actions to be taken by or on behalf of such dissolving Debtor or its shareholder(s) or any payments to be made in connection therewith, other than the filing of a certificate of dissolution with the appropriate governmental authorities. A copy of the Plan Confirmation Order dated Oct. 15, 2019, is available at https://tinyurl.com/y3468jzb from PacerMonitor.com at no charge. A full-text copy of the Modified Second Amended Plan dated Sept. 13, 2019, is available at https://tinyurl.com/y55oqwer from PacerMonitor.com at no charge. 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. SENIOR CARE: Cedar Park Wants Harden Removed as Protected Party --------------------------------------------------------------- Cedar Park Healthcare, LLC, submitted a limited objection to Senior Care Centers, LLC's Third Amended Joint Plan of Reorganization and Disclosure Statement. Cedar Park seeks to deny Harden Healthcare the status of a "Protected Party." Alternatively, Cedar Park requests that any ruling approving the Third Amended Plan and Third Amended Disclosure Statement contain language that, with respect to Harden Healthcare, such approval is expressly subject to the Court’s ruling on Cedar Park's Motion to Remand and Abstain. Counsel for Cedar Park Healthcare: Leighton Aiken FERGUSON BRASWELL FRASER KUBASTA PC 2500 Dallas Parkway, Suite 600 Plano, TX 75093 Telephone: 972-378-9111 Facsimile: 972-378-9115 Email: laiken@fbfk.law About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc. as its financial advisor. SENIOR CARE: Convenience Claimants to Split $500K ------------------------------------------------- Senior Care Centers, LLC, and its wholly-owned affiliates and subsidiaries and the Official Committee of Unsecured Creditors filed a Third Amended Joint Plan of Reorganization and a Disclosure Statement on Oct. 15, 2019. A black-lined copy of the Third Amended Disclosure Statement compared with the Second Amended Disclosure Statement is available at https://is.gd/kXqoSG from PacerMonitor.com free of charge. Changes to the Disclosure Statement from prior versions include: * The cash available for distribution of allowed convenience class claims is reduced to $500,000 from $1,000,000. * The exit facility is being provided by MidCap Financial Services, LLC, as administrative agent, lender, and arranger for the exit facility. * As of Oct. 15, 2019, the Debtors have transitioned operations of 46 Facilities, including (a) 38 Sabra Facilities; and (b) 9 independent Facilities (the "Independent Facilities"). In addition, there are 33 Rejected Facilities (the "Remaining Rejected Facilities") that have been rejected (in some cases, as of the Petition Date) but the Landlords have not yet identified New Operators and the Debtors continue to operate such Rejected Facilities for the benefit of the applicable Landlords. Of the 33 Remaining Rejected Facilities, 31 are Granite Facilities and two are independent Facilities. The Debtors anticipate that by the Effective Date, no Independent Rejected Facilities will remain. Other than the estimated recovery for convenience class claims (unsecured claims (x) asserted in an amount less than or equal to $10,000, or (y) asserted in an amount greater than $10,000, for which the holder elects to make a convenience class election) at 5% to 40% from 0% to 40%, there are no changes to the proposed treatment and estimated recovery for classes of claims and interests. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc. as its financial advisor. SERVICE PAINTING: Pension Fund Says Plan Violates Priority Scheme ----------------------------------------------------------------- The International Painters and Allied Trades Industry Pension Fund objects to the disclosure statement in support of Service Painting, Inc.'s Chapter 11 plan. The Pension Fund points out that the Plan classifies the Pension Fund's delinquent contributions claim (Claim No. 7-2) as an administrative expense claim entitled to priority under Section 507(a)(2), but does not provide for full payment of the claim on the effective date as required by the Bankruptcy Code. The Pension Fund asserts that the Plan does not comply with the Code's priority scheme as required by 11 U.S.C. Sec. 1129(a)(1) as it provides for payment to the DC 21 Fund's Section 507(a)(5) claim along more favorable terms and prior to payment of the Pension Fund's Section 507(a)(2) claim. Pension Fund complains that the Debtor has not provided projections that were to be supplied at Exhibit D, and thus, the Pension Fund is without adequate information to make an informed judgment as to the Debtor's ability to fund the Plan. Attorney for Creditor IUPAT Industry Pension Fund: RYAN P. McCARTHY JENNINGS SIGMOND, P.C. 1835 Market Street, Suite 2800 Philadelphia, PA 19103 Tel: 215-351-0644 E-mail: rmccarthy@jslex.com About Service Painting Service Painting, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-16843) on Oct. 13, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Eric L. Frank oversees the case. The Debtor tapped Kurtzman Steady, LLC, as its legal counsel. SERVICEMASTER COMPANY: Moody's Affirms Ba3 CFR, Outlook Stable -------------------------------------------------------------- Moody's Investors Service affirmed The ServiceMaster Company, LLC's corporate family rating at Ba3, Probability of Default rating (at Ba3-PD and senior unsecured at B1. The senior unsecured ratings at The ServiceMaster Company and The ServiceMaster Company Limited Partnership were affirmed at B2. The Speculative Grade Liquidity rating remains SGL-1. Moody's assigned a Ba1 rating to the proposed senior secured credit facility due 2024 and term loan due 2026. The outlook remains stable. The proceeds of the proposed financing will be used to repay and retire the existing senior secured revolver due 2021 and term loan due 2023, as well as a $150 million short term loan (unrated) incurred after September 30, 2019 and add cash to the balance. The proceeds of the short loan were used to fund the purchase of two of its largest Copesan commercial pest control members. In September, ServiceMaster acquired Nomor Holding AB for about $200 million, expanding its pest control scope to Europe. The ratings on the existing senior secured debts will be withdrawn when they are repaid. RATING RATIONALE "Although increased service costs from Formosan termite-related claims will impact margins unfavorably in the next few quarters, price adjustments and demand driven by concerns about this insect could drive higher revenue as well," said Edmond DeForest, Moody's Senior Credit Officer. DeForest continued: "The rise of these aggressive bugs that can chew through concrete could ignite demand, which is a positive credit development for ServiceMaster's Terminix and Copesan businesses in impacted gulf coast areas." The Ba3 CFR reflects Moody's expectations for debt-financed acquisitions in excess of internally-generated free cash flow but also revenue growth, mostly from M&A and price increases, to cause debt to EBITDA to remain around 4 times. ServiceMaster has made over $500 million in acquisitions since 2017. It has limited organic revenue growth potential but leading market positions and scale in termite and pest control and a profitable stable of franchise business assets. Moody's anticipates free cash flow to debt to be at least 10%. Recurring subscriptions and high customer retention rates make revenues predictable. Solid profitability with high teens percent EBITA margins have been pressured by service costs, investments in marketing and technology and rising labor costs. Additional support comes from good interest coverage with EBITA to interest approaching 3.5 times and modest capital expenditure requirements. All financial metrics cited reflect Moody's standard analytical adjustments. In addition, capitalized software costs are expensed. There are environmental risks in the pest management business surrounding the safe use of poisonous chemicals, and associated social and reputational risks to the company should it mishandle them and cause harm. The use of an illegal substance by a Terminix employee in St. John, US Virgin Islands in 2015 caused two people to become severely disabled. The incident led to about $100 million in fines and other costs for ServiceMaster. Governance concerns include somewhat aggressive financial strategies including the use of debt proceeds to make acquisitions. Financial statements published at publicly-traded ServiceMaster Global Holdings, Inc. may not fully reflect ServiceMaster as SGH neither guarantees the rated debt nor provides consolidating financial statements detailing ServiceMaster's financials. The ability for SGH to make investments outside ServiceMaster and receive restricted payments from ServiceMaster, among other structural considerations, are limited by the terms of the debt agreements. The lack of complete transparency regarding the consolidation of ServiceMaster into SGH weighs on ratings upside. The stable ratings outlook reflects Moody's anticipation of 1% to 3% organic revenue growth, debt to EBITDA around 4 times and at least 10% free cash flow to debt. The stable outlook also reflects anticipation for free cash flow and incremental debt proceeds to be used to fund acquisitions. Some increase in the amount of shareholder returns, once any adverse consequences to the tax-free nature of the 2018 frontdoor, inc. (Ba3 stable) spin-off are no longer possible, is also reflected in the stable outlook. The SGL-1 Speculative Grade Liquidity rating reflects Moody's assessment of ServiceMaster's liquidity profile as very good. Moody's anticipates at least $100 million of available cash, high availability under the company's proposed $400 million revolving credit facility due 2024, which could be used to fund acquisitions, and around $250 million of free cash flow. These cash sources provide ample coverage of the limited required debt repayment needs anticipated over the next 12 months. Flexibility within the revolver's springing first lien leverage ratio is expected to remain wide. The Ba1 rating on the proposed senior secured revolver and term loan reflects the Ba3-PD PDR and a loss given default assessment of LGD2, reflecting their priority in Moody's modelled waterfall of claims at default ahead of the substantial amount of unsecured debt. The credit facility is secured by a first lien pledge of substantially all of the domestic assets of the guarantor subsidiaries through secured upstream guarantees. The Ba1 rating also reflects Moody's expectation that ServiceMaster may increase the amount of secured term loans as it makes acquisitions. The B1 rating on the senior unsecured notes due 2024 reflects the Ba3-PD PDR and a loss given default assessment of LGD4, reflecting their priority in Moody's modeled waterfall of claims at default behind the senior secured obligations and ahead of the approximately $237 million of structurally subordinated senior unsecured notes. The senior unsecured notes benefit from unsecured guarantees of certain operating subsidiaries. The B2 rating on the senior unsecured notes due 2027 and 2038 reflects the Ba3-PD PDR and a loss given default assessment of LGD6, reflecting their structural subordination to all other rated debt because of the absence of guarantees from operating subsidiaries. The ratings could be lowered if Moody's expects: 1) little or no revenue growth; 2) debt to EBITDA will be maintained above 4.5 times; 3) a deterioration in liquidity; or 4) more aggressive acquisition policies. The ratings could be raised if Moody's expects: 1) debt to EBITDA will remain below 3.5 times; 2) free cash flow to debt maintained at 15% or higher; and 3) balanced financial policies. Moody's took the following rating actions: Issuer: ServiceMaster Company, LLC (The) Corporate Family Rating, affirmed Ba3 Probability of Default Rating, affirmed Ba3-PD Senior Secured Revolving Credit Facility due 2024, assigned Ba1 (LGD2) Senior Secured Term Loan due 2026, assigned Ba1 (LGD2) Senior Unsecured Notes due 2024, affirmed B1 (LGD4) Speculative Grade Liquidity Rating, maintained SGL-1 Outlook is Stable Issuer: ServiceMaster Company (The) (Old) Senior Unsecured, affirmed B2 (LGD6) Issuer: ServiceMaster Company LimitedPartnership(The) Senior Unsecured, affirmed B2 (LGD6) The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ServiceMaster, a wholly-owned, indirect subsidiary of publicly-traded ServiceMaster Global Hlds, Inc. based in Memphis, TN, is a national provider of termite and pest control, cleaning and disaster restoration, house cleaning, furniture repair and home inspection through company-owned operations and franchise licenses. Brands include: Terminix, ServiceMaster Clean, Merry Maids, Furniture Medic and AmeriSpec. Moody's expects revenues of over $2 billion in 2019. SHOE SHIELDS: Court Conditionally Approves Disclosure Statement --------------------------------------------------------------- Christopher J. Moser, Chapter 11 Trustee for Shoe Shields LLC, is slated to seek confirmation of his Third Amended Chapter 11 Plan of Reorganization and approval of his Disclosure Statement on Nov. 21, 2019. The Court conditionally approved the Disclosure Statement and ordered that the hearing to consider final approval of the Disclosure Statement (if a written objection has been timely filed) and to consider confirmation of the proposed Chapter 11 Plan is fixed and will be conducted on Thursday, Nov. 21, 2019 at 10:00 a.m. CST in the Courtroom of The Honorable Harlin D. Hale, 1100 Commerce Street, 14th Floor, Dallas, Texas 75242. Nov. 18, 2019 is fixed as the last day for filing written acceptances or rejections of the proposed Chapter 11 Plan which must be received by 5:00 p.m. CST on that date. Nov. 18, 2019 is fixed as the last day for filing and serving written objections to: (1) final approval of the Disclosure Statement; or (2) confirmation of the proposed Chapter 11 plan. About Shoe Shields LLC Based in Addison, Texas, OSR Patent LLC filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30180) on Jan. 18, 2019. An affiliate, Shoe Shields LLC, also filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-03007) on Jan. 24, 2019. In the petition signed by Sangeeta Rajpal, manager, OSR Patent was estimated to have $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. John J. Gitlin, Esq., in Dallas, Texas, serves as counsel to the Debtors. On Feb. 13, 2019, an order granting a motion to appoint trustee was entered by the court. Christopher J. Moser was thereafter appointed as the Chapter 11 Trustee of the Debtors' bankruptcy estate. The Trustee hired Quilling Selander Lownds Winslett & Moser, P.C., as counsel. SIMBECK INC: $1.5M Factoring Agreement Has Interim Approval ----------------------------------------------------------- Simbeck, Inc., won interim approval from the bankruptcy court to factor its accounts receivable to, and/or obtain secured financing from, Commercial Funding Inc. f/k/a Transfac, Inc. ("CFI") in an amount not to exceed $1,500,000. Prior to the Petition Date, the Debtor factored its accounts receivable to, and obtained financing from, CFI for the benefit of the Debtor, pursuant to the terms and conditions of that certain Transfac Purchase and Sale Agreement (the "Factoring Agreement"). Pursuant to the Factoring Agreement, the Debtor would factor its accounts receivable to CFI and CFI would pay the Debtor 90% of any factored receivable's face value, subject to fees and charges and reserve amounts, up to a maximum advance amount of $1,500,000. In addition, CFI agreed to over advance funds (the "Overadvance Amount") to the Debtor above the Maximum Advance Amount in amounts set forth in the Factoring Agreement. As of the Petition Date, the Overadvance Amount totals no less $47,916.69. A full-text copy of the Interim Order dated Oct. 3, 2019, is available at https://tinyurl.com/y65j5ctp from PacerMonitor.com at no charge. About Simbeck, Inc. Simbeck, Inc. -- http://www.simbeckinc.com/ -- is a transportation company with experience in long-haul, regional, and short-haul truckload freight. With a fleet of more than 70 trucks, Simbeck is located along Interstate 81 in Northern Virginia providing the Company access to all major shipping corridors along the east coast; and from Virginia to Texas. Simbeck, Inc., filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 19-50868) on Oct. 1, 2019, in Harrisonburg, Virginia. In the petition signed by Michael Darnell, Jr., president, the Debtor was estimated to have assets of no more than $50,000 and liabilities at $1 million to $10 million. Judge Rebecca B. Connelly administers the Debtor's case. HOOVER PENROD, PLC, represents the Debtor. SOUTHCROSS ENERGY: Targeting December Confirmation of Plan ---------------------------------------------------------- Southcross Energy Partners, L.P. and its affiliated debtors have filed a Chapter 11 plan that would effect either a liquidation and distribution of assets or a comprehensive restructuring of their balance sheet and operations. The Debtors ask the Court to approve the Disclosure Statement in support of the Plan and approve this schedule: * Completion of Service of Disclosure Statement Hearing Notice: Oct. 7, 2019 * Deadline To Object to Approval of Disclosure Statement: Oct. 21, 2019 * Deadline for Replies to Objections to Disclosure Statement: Oct. 25, 2019 * Disclosure Statement Hearing Date: Oct. 28, 2019 * Record Date: Oct. 28, 2019 * Solicitation Deadline: November 4, 2019 * Deadline To File Rule 3018 Motions: The fifth day after the later of (i) service of the Confirmation Notice and (ii) service of notice of an objection, if any, to such Claim * Deadline To File Plan Supplement: Nov. 18, 2019 * Deadline To Object to Rule 3018 Motions: Nov. 25, 2019 * Voting Deadline: Nov. 25, 2019 * Deadline To Object to Plan Confirmation: Nov. 25, 2019 * Deadline for Replies to Plan Objections: Dec. 3, 2019 * Confirmation Hearing: Dec. 5, 2019 A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yyopfnrz from PacerMonitor.com at no charge. A full-text copy of the Disclosure Statement Motion is available at https://tinyurl.com/yyyf7whs from PacerMonitor.com at no charge. About Southcross Energy Partners Southcross Energy Partners, L.P. --http://www.southcrossenergy.com/ -- is a publicly traded company that provides midstream services to natural gas producers and customers, including natural gas gathering, processing, treatment and compression, and access to natural gas liquid (NGL) fractionation and transportation services. It also purchases and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama, and include two cryogenic gas processing plants, a fractionation facility and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross Energy is headquartered in Dallas, Texas. Southcross Energy Partners and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10702) on April 1, 2019. The Debtors disclosed total assets of $610.4 million and total liabilities of $614.3 million as of April 1, 2019. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Davis Polk & Wardwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Alvarez & Marsal as financial advisor; Evercore Group LLC as investment banker; and Kurtzman Carson Consultants LLC as notice and claims agent and administrative advisor. SPORTCO HOLDINGS: UST Opposes Plan's Exculpation Provisions ----------------------------------------------------------- Andrew R. Vara, the Acting U.S. Trustee for Region 3, objects to confirmation of the Second Amended Combined Chapter 11 Plan of Liquidation of Debtors SportCo Holdings, Inc., et al. The U.S. Trustee objects to confirmation of the Plan to the extent it contains exculpation provisions which are inconsistent with the Bankruptcy Code. Plan Section XI.B proposes to exculpate parties from conduct taking place during the case. The definition of Exculpated Party includes the Pre-Petition Term Loan Lenders who are not estate fiduciaries. Including this entity in the exculpation provision is overbroad. The definition Exculpated Parties should be revised to remove the Pre-Petition Term Loan Lender. According to the U.S. Trustee, the list of parties receiving exculpation should be limited to those parties who served in the capacity of estate fiduciaries. Unless the Exculpation provision in the Plan is amended so that it benefits only fiduciaries of the Debtors' estates, and eliminates the reliance upon counsel provision, the Plan should not be confirmed, the U.S. Trustee tells the Court. As reported in the TCR, the Debtors filed a Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation. A blacklined copy of the Second Amended Combined Disclosure Statement dated Sept. 13, 2019, is available at https://tinyurl.com/y2fykn8x from PacerMonitor.com at no charge. About SportCo Holdings United Sporting Companies, Inc., was founded in 1933 under the name Ellett Brothers, Inc. before merging with Jerry's Sports, Inc., in 2009 and formally changing its name to United Sporting Companies, Inc. on July 16, 2010. Headquartered in Chapin, S.C., the companies are marketers and distributors of a broad line of products and accessories for hunting and shooting sports, marine, camping, archery, and other outdoor activities. The companies' product line of over 55,000 SKUs includes firearms, reloading, marine electronics, trolling motors, optics, cutlery, archery equipment, ammunition, leather goods, camping equipment, sportsman gifts, and a variety of other outdoor sporting goods products. The companies carry the major brands in the outdoor sports industry, including Remington, Ruger, Browning, Winchester, Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory, Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance, Federal, CCI, Taurus, and Leupold. The companies employ 321 people. SportCo, a Delaware corporation, is a holding company with no business operations. SportCo Holdings, Inc. and its affiliates, including United Sporting Companies, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11299) on June 10, 2019. At the time of the filing, SportCo listed less than $50,000 and liabilities between $100 million and $500 million. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped McDermott Will & Emery LLP as their bankruptcy counsel; Polsinelli PC as local Delaware counsel; Winter Harbor LLC as restructuring advisor; BMC Group, Inc. as notice and claims agent; and Wilson Kibler, Inc., as real estate broker. Andrew Vara, acting U.S. trustee for Region 3, on June 17, 2019, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Lowenstein Sandler LLP, as counsel, and Morris James LLP, as co-counsel. SPRINGFIELD MEDICAL: Seeks to Hire Berry Dunn as Accountant ----------------------------------------------------------- Springfield Medical Care Systems, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Vermont to hire Berry Dunn McNeil & Parker, LLC as its accountant nunc pro tunc to June 26, 2019. The firm will provide these services: (a) prepare cost reports to be submitted for compliance with the Medicare and Medicaid programs; (b) provide annual tax preparation services; (c) consult on contractual allowances with the Medicare and Medicaid programs; (d) provide annual audits of the Debtor's financial statements and retirement programs; and (e) review financial information and other data of the Debtor in order to prepare financial models and comparative analysis of its operations and financials in furtherance of its reorganization and exit from bankruptcy. BerryDunn's hourly rates are: Connie J. Ouellette, Principal, Audit & Consulting $385 Tracy W. Harding, Principal, Quality Review $385 Jeffrey Walla Principal, EB audits $385 Barbara J. McGuan, Principal, Tax $385 William G. Enck, Principal, EB Consulting $385 Ellen B. Donahue, Senior Manager, Consulting $300 Andrew J. Majka, Senior Manager $300 Michael R. Whitten, Senior Manager, Audit $300 David Kennedy, Senior Manager, Consulting $300 Melissa Magoon, Manager, Tax $260 Other Professionals, Various $60 - $385 Connie Ouellette, a certified public accountant employed with Berry Dunn, attests that the firm's advisors are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Connie Ouellette, CPA Berry Dunn McNeil & Parker, LLC 100 Middle Street Portland, Maine Phone: (207) 541-2200. Email: couellette@berrydunn.com About Springfield Medical Care Systems Springfield Medical Care Systems -- https://springfieldmed.org/ -- is a 501(c) non-profit corporation founded in 2009 as the parent corporation to its nine-site federally-qualified community health center network and Springfield Hospital. Its healthcare system integrates primary care, behavioral health, dental, vision and hospital care with a broad network of community-based services. Springfield Medical Care Systems filed a Chapter 11 bankruptcy petition (Bankr. D. Vt. Case No. 19-10285) on June 26, 2019. It estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor hired Bernstein Shur Sawyer & Nelson, P.A. as counsel. ST. JOHN PENTECOSTAL: Exclusivity Period Extended Until Jan. 17 --------------------------------------------------------------- Judge Martin Glenn the U.S. Bankruptcy Court for the Southern District of New York extended the period during which only St. John Pentecostal Church Inc. can file a Chapter 11 plan to Jan. 17, 2020, and the period to solicit acceptances for the plan to March 17, 2020. The extension will give St. John Pentecostal Church and its accountant, Dyal Consulting Group, Inc., more time to obtain a commitment letter for refinancing and formulate a plan of reorganization. About St. John Pentecostal Church St. John Pentecostal Church Inc., a religious organization in New York, filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-10195) on Jan. 23, 2019. In the petition signed by Robert Johnson, deacon, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Erica Feynman Aisner, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is the Debtor's counsel. ST. JUDE NURSING: PCO Files Report on Voluntary Closure ------------------------------------------------------- Deborah L. Fish, the patient care ombudsman, submits a report on the status of the quality of patient care in the Chapter 11 case of St. Jude Nursing Center, Inc., for the period of September 27, 2019 through October 23, 2019. The St. Jude Nursing Center, Inc. followed the voluntary closure plan. There are no remaining residents in the Debtor's area. In this case, all the trust fund, bank account records and the individual residents' account ledgers have been delivered to the residents. Therefore, as all residents have been transitioned and all trust funds delivered, the PCO will seek a stipulation with the U.S. Trustee to discharge her from the appointment as Ombudsman. The PCO can be reached at: Deborah L. Fish 1001 Woodward Ave Suite 850 Detroit, MI 48226 Tel: (313) 961-6141 Email: dfish@allardfishpc.com About St. Jude Nursing St. Jude Nursing Center is a privately owned and licensed long-term skilled nursing facility located at 34350 Ann Arbor Trail, Livonia, Michigan 48150. The Facility consists of 64 licensed beds, located within the Debtor-owned facility. The Facility offers services such as skilled nursing care, hospice care, Alzheimer's and dementia patient care, physical rehabilitation, tracheal and enteral services, wound care, and short-term respite care. The Company previously sought bankruptcy protection on Feb. 18, 2016 (Bankr. E.D. Mich. Case No. 16-42116) and Feb. 22, 2012 (Bankr. E.D. Mich. Case No. 12-43956). St. Jude Nursing Center, Inc., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-54906) on Nov. 2, 2018, and is represented by Jeffrey S. Grasl, Esq., in Farmington Hills, Michigan. In the petition signed by Bradley Mali, president, the Debtor estimated $500,000 to $1 million in assets, and $1 million to $10 million in liabilities as of the bankruptcy filing. STANDARD RUBBER: Hires BDO USA for Tax Services ----------------------------------------------- Standard Rubber Products, Inc. sought and obtained approval from the U.S. Bankruptcy Court of the District of Massachusetts to employ BDO USA LLP and James A. Erdekian, CPA Tax Partner, Core Tax Services as the Debtor's certified public accountant for the limited purpose of preparing the 2018 S Corporation Excise Tax Return including Form 1120S and Form MA 3555. On February 16, 2017, the Debtor entered into an Agreement for Tax Services with BDO USA LLP and James A. Erdekian, CPA Tax Partner, Core Tax Services. The terms and conditions of the Agreement provided that BDO would prepare the tax returns for the Debtor in accordance with a Statement of Work for each tax project that BDO was to perform for the Debtor. On November 15, 2018, BDO provided a SOW for preparation of the 2018 tax project which was to prepare the Form 1120S and Form MA 3555 S Corporation Excise Returns for the Debtor. The fee for the tax preparations services is a flat fee of $7,000 plus any out of pocket expenses with payments to be made by the Debtor in accordance with a billing schedule. The billing schedule provided that the first progress billing sum in the amount of $3,500 will be paid prior to the commencement of work and the final progress billing of $3,500 will be paid upon delivery of the 2018 Tax Returns. Prior to the bankruptcy filing, BDO invoiced the Debtor for the first progress billing of $3,500 which the Debtor paid on or about March 14, 2019, and work commenced with the balance of $3,500 to be paid upon completion of the 2018 Tax Returns. The Debtor has chosen BDO because the firm is highly experienced in matters of this character and qualified to perform the work required of it in this case. Furthermore, BDO has prepared the tax returns for the Debtor in the past and is familiar with the business of the Debtor. BDO has confirmed that it does not represent any entity in connection with this chapter 11 proceeding. BDO has agreed to waive the sums due to it prior to the bankruptcy filing in the sum of $10,245 for services performed for audit services. The Debtor says BDO's services are fully distinguishable from the services authorized to be provided by Ryan Crowley and RAC Accountants & Consultants, LLC, who was retained as the certified public accountant to provide accounting services to the Debtor. The Debtor notes that Ryan Crowley was employed by BDO prior to opening RAC Accountants and Consultants. About Standard Rubber Products Standard Rubber Products, Inc., manufactures rubberized goods, rubberized fabrics, and miscellaneous rubber specialties. Standard Rubber Products sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-11911) on June 3, 2019. At the time of the filing, the Debtor disclosed $673,799 in assets and $1,421,371 in liabilities. The case is assigned to Judge Melvin S. Hoffman. Parker & Associates is the Debtor's legal counsel. STATUE OF LIBERTY HARBOR: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: Statue of Liberty Harbor North Redevelopment Urban Renewal, LLC 20 Avenue E Jersey City, NJ 07302 Business Description: The Company is engaged in activities related to real estate. Chapter 11 Petition Date: October 24, 2019 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 19-30106 Judge: Hon. Vincent F. Papalia Debtor's Counsel: David M. Banker, Esq. MONTGOMERY MCCRACKEN WALKER & RHOADS LLP 437 Madison Avenue, 24th Floor New York, NY 10022 Tel: 212-867-9500 Fax: 212-599-5085 E-mail: dbanker@mmwr.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Tarrunumn J. Murad, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-30106.pdf STONE OAK MEMORY: U.S. Trustee Appoints S. Goodman as PCO --------------------------------------------------------- The United States Trustee filed a notice appointing Susan N. Goodman as patient care ombudsman for Stone Oak Memory Care, LLC. PCO can be reached at: Susan N. Goodman Pivot Health Law, LLc P.O. Box 69734 Oro Vallley, AZ 85737 About Stone Oak Memory Care Stone Oak Memory Care, LLC, d/b/a Autumn Leaves of Stone Oak, owns and operates an adult memory care facility in Dallas, Texas. Stone Oak Memory Care sought Chapter 11 protection (Bankr. W.D.Tex. Case No.19-52375) on Sept. 30, 2019 in San Antonio, Texas. The petition was signed by Darryl Freling, Pres. of Med Properties Stone Oak Mgr, LL. On the Petition Date, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. Judge Ronald B. King oversees the Debtor's case. The LAW OFFICES OF RAY BATTAGLIA, PLLC, is counsel to the Debtor. SUGARFINA INC: Taps FisherBroyles as Special Counsel ---------------------------------------------------- Sugarfina, Inc. and its debtor-affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to hire FisherBroyles LLP as their special counsel. The firm will represent the Debtors in the adversary case they filed against GLJ, Inc. and MJC Confections LLC (Adv. Pro. No. 19-50364). Christina Bost Seaton, Esq., a partner at FisherBroyles and the firm's attorney who will be handling the case, charges an hourly fee of $495. Ms. Seaton attests that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christina H. Bost Seaton, Esq. FisherBroyles LLP 445 Park Avenue, Ninth Floor New York, NY 10022 Tel: (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 and 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 their 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. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. 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, appointed a committee of unsecured creditors on Sept. 17, 2019. The committee tapped Bayard, P.A. as its legal counsel, and Province, Inc. as its financial advisor. SUMMIT VIEW: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Debtor: Summit View, LLC 334 E. Lake Road #172 Palm Harbor, FL 34685 Business Description: Summit View, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company previously sought bankruptcy protection on April 2, 2009 (Bankr. M.D. Fla. Case No. 09-06495). Chapter 11 Petition Date: October 24, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-10111 Debtor's Counsel: Alberto F. Gomez, Jr., Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 401 East Jackson Street, Suite 3100 Tampa, FL 33602 Tel: 813-225-2500 Fax: 813-223-7118 E-mail: al@jpfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Douglas Weiland, president of JES Properties, Inc., managing member. A copy of the Debtor's list of 11 unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-10111_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb19-10111.pdf TEMPLE - 2358: Dominion Financial Objects to Disclosure Statement ----------------------------------------------------------------- Dominion Financial Services, LLC, filed its Objection to the Disclosure Statement filed by Temple-2358 North 12th Street, LLC ("Debtor"). Dominion complains that the Disclosure Statement fails to provide any information pertaining to its operations and its financial projections, including cash flows and expenses over the next 10 years. According to Dominion, the Disclosure Statement fails to indicate whether the Property is currently leased and, if so, the lease provisions and term, and the amount of the rent received from the Property (assuming it is presently rented) so that creditors can determine whether there is even enough income to pay expenses and fund the proposed plan payments. Dominion complains that the Disclosure Statement doesn't provide any information on Mr. Forbes and his ability to contribute to the proposed plan payments and how much he would contribute. Dominion points out that the Disclosure Statement does not contain adequate information for the creditors, including Dominion, to be able to make an informed judgment about the Revised Plan and whether Debtor will be able to, inter alia, fund the proposed plan payments, especially over the extended time-period for plan payments. Counsel to Dominion Financial Services: Scott P. Shectman EISENBERG, GOLD & AGRAWAL, P.C. 1040 N. Kings Highway, Suite 200 Cherry Hill, NJ 08034 Telephone: 856-330-6200 Facsimile: 856-330-6207 sshectman@egalawfirm.com About Temple - 2358 North 12th Street Bases in Skillman, New Jersey, Temple - 2358 North 12th Street, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-21977) on June 13, 2018, estimating under $1 million in assets and liabilities. Antoinette Clarke Forbes, Esq., at Law Office of Antoinette Clarke Forbes, is the Debtor's counsel. TETON BUILDINGS: Proposes Nov. 26 Auction for All Assets -------------------------------------------------------- Teton Buildings, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the bidding procedures in connection with the sale of substantially all assets to Asoka, LLC for $1 million, subject to overbid. A hearing on the Motion is set for Nov. 4, 2019 at 3:00 p.m. Objections, if any, must be filed with 21 days from the date of Motion service. The Debtor is headquartered at the Warehouse located at 2701 Magnet Street in Houston, Texas. It leased this Warehouse space from CG 7600 LP pursuant to a commercial lease agreement, as amended and supplemented. The Landlord is not affiliated with the Debtor. The Lease expired in June 2019 and the Debtor is currently a hold-over tenant pursuant to the law of the State of Texas. As of the filing of the Motion, the Debtor is four months in arrears on the monthly Lease payments. The Landlord is aware of the exigent circumstances surrounding the filing of the Bankruptcy Case and, despite interest from other potential tenants, has worked with the Debtor in its efforts to identify a potential buyer of the Debtor's assets who is also acceptable to Landlord and willing to enter into a new long-term lease with the Landlord when it takes over the Debtor's operations. The Debtor has not been able to generate sufficient cash from operations to satisfy all of its obligations as they become due because of (i) the niche market within which it operates, and (ii) a downturn in production, sales and leasing due, in part, to low oil prices. Recognizing the circumstances at hand, the Debtor began to cut costs and downsize its operations in early 2019 with a view toward maintaining its value until it could effectuate a sale of substantially all of its assets. The Debtor is currently operating at the minimum level needed to sustain value, with only three employees and one (1) turnaround management contractor until a sale process can be effectuated. The Debtor does not see a reasonable chance of rehabilitation of its business given the current business climate. It filed the Bankruptcy Case to overcome the cash flow and other impediments described above, ensure a fair and equitable distribution to creditors, and effectuate a sale of its valuable assets. In early 2019, the Debtor commenced the process of evaluating financing and sale options. For the past several months, the Debtor has endeavored to market its business and identify and engage with potential buyers of its assets. Concluding that all alternatives had been exhausted, the Debtor pursued a path to secure a stalking horse bid for the sale of substantially all of its assets. The Debtor and the Stalking Horse Purchaser have been negotiating their Asset Purchase Agreement. The Agreement contemplates the sale of the Acquired Assets to the Stalking Horse Purchaser (subject to higher or better bids) and contains the following material terms: The salient terms of the APA are: a. Purchase Price - $1 million. The amount includes the aggregate sum in cash of $800,000 less the actual amounts paid by Purchaser to Landlord for arrearages owed by Seller under the Lease and less the Deposit, plus an aggregate amount in cash equal to the lesser of (i) Net Profit multiplied by 0.10, or (ii) $200,000 ("Contingent Consideration"). b. Good Faith Deposit - $80,000 c. Acquired Assets - All assets (excluding the Excluded Assets) set forth in Schedule 2.1 of the Agreement d. Assumed Liabilities - As part of the consideration for the Acquired Assets, subject to Section 2.4 of the Agreement, at Closing, the Purchaser will assume the following liabilities of Seller to the extent arising from, or related to, the Acquired Assets; all obligations of Seller to be performed on or after the Closing Date under those Assumed Contracts, Assumed Leases and Permits that are Acquired Assets, in each case, to the extent legally assigned to Purchaser, but excluding any obligations or liabilities arising from or related to any default, breach or violation of any such Assumed Contracts, Assumed Leases or Permits on or prior to the Closing Date. e. Cure Costs - The Seller will provide timely and proper written notice of the motion asking entry of the Bankruptcy Sale Order to all parties to Assumed Contracts and Assumed Leases included in the Acquired Assets and take all other actions necessary to cause such Assumed Contracts and Assumed Leases to be assumed by the Seller and assigned to the Purchaser, and the Seller and the Purchaser shall, at or prior to Closing, comply with all requirements under section 365 of the Bankruptcy Code for the Seller to assume and assign to the Purchaser such Assumed Contracts and Assumed Leases, including the payment of Cure Costs, if any, to the counterparties to the Assumed Contracts and Assumed Leases. f. Breakup Fee – $75,000 g. Landlord Qualification – The Purchaser will have the capacity to take over operations at the Warehouse, meet the Landlord's credit requirements, and enter into a Lease with Landlord, pursuant to such terms as may be negotiated between the Purchaser and the Landlord. h. Outside Termination Date - Dec. 15, 2019. The emergency Motion is filed because the Debtor is operating a business that needs to be sold on an expedited basis to preserve value and ensure an orderly transition of the business to an identified buyer. Because there are outside dates and circumstances that the Debtor believes justify procedures that would otherwise comport with the necessary due process to implement a sale, the Debtor has requested an accelerated timeline for the sale process in the Bankruptcy Case. The Debtor asks that the sale and transfer of the Acquired Assets be approved free and clear of all Liens, other than those specifically assumed by the party submitting the Prevailing Bid. It proposes that any Liens against the Acquired Assets attach to the proceeds of the sale. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 21, 2019 at 4:00 p.m. (CST) b. Initial Bid: The Debtor will promptly inform the Stalking Horse Purchaser of any Initial Overbid received by the Bid Deadline. c. Deposit: $80,000 d. Auction: The Debtor will hold the Auction for the Acquired Assets at the offices of Okin Adams LLP, 1113 Vine Street, Suite 240, Houston, Texas 77002, commencing on Nov. 26, 2019 at 10:00 a.m. (CST). e. Bid Increments: $25,000 f. Sale Hearing: Dec. 2, 2019, at 3:30 p.m. (CST) For important and pressing business reasons regarding the Debtor's need to preserve a month-to-month Lease with Landlord, any sale transaction must close by the start of Dec. 1, 2019. By the Motion, the Debtor asks entry of two orders: (i) following the Bid Procedures Hearing to be scheduled on an expedited basis as the Court permits, the Bid Procedures Order, authorizing and scheduling an auction at which the Debtor will solicit the highest or best bid for the sale of substantially all of the Debtor’s assets; approving the bidding procedures related to the conduct of the auction; approving the break-up fee payable to the Stalking Horse Purchaser; approving the form and manner of the notices of (1) the proposed sale of the Debtor's assets, the Auction and the Sale Hearing , and (2) the proposed assumption and assignment of the Debtor's executory contracts and unexpired leases and proposed cure costs related thereto; and (ii) following the Sale Hearing, Sale Order, approving the sale by the Debtor of the Acquired Assets to the Stalking Horse Purchaser or to the bidder submitting the highest or best bid for the Acquired Assets in connection with the sale and bidding process. Finally, the Debtor asks that any Sale Order be effective immediately by providing that the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived. A copy of the Agreement and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Teton_Buildings_17_Sales.pdf The Purchaser: ASOKA, LLC 3070 Windward Plaza Suite F-329 Alpharetta, GA 30005-9837 E-mail: jay@modments.com Attn: Vijay Samtani The Purchaser is represented by: C. Kevin Kobbe, Esq. Thomas S. Pilkerton, III, Esq. DLA PIPER LLP (US) 6225 Smith Avenue Baltimore, MD 21209 Facsimile: (713) 751-1717 Email: thomas.pilkerton@dlapiper.com kevin.kobbe@dlapiper.com About Teton Buildings, LLC Teton Buildings, LLC -- http://tetonbuildings.com-- is a modular building construction company located in Houston, Texas, serving the multi-family, hospitality, oil field service, energy & industrial, government, disaster recovery, medical, park model, and tiny housing industries. The Company builds man camps and workforce housing, worker villages, commercial kitchens, offices, heli-camps and all other space needs. For ore than 45 years, Teton Buildings has served the US with modular building solutions for public and private sectors. The Debtor sought Chapter 11 (Bankr. S.D. Tex. Case No. 19-35811) on Oct. 16, 2019. The case is assigned to Judge Marvin Isgur. The Debtor estimated assets and liabilities in the range of $1 million to $10 million The Debtor tapped Ryan Anthony O'Connor, Esq., and Matthew Scott Okin, Esq., at Okin Adams LLP as counsel. The petition was signed by Phil Hickman, authorized representative. THG HOLDINGS: Less Than 1% for Unsecureds in Plan ------------------------------------------------- THG Holdings LLC, et al. filed a revised Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation. The Debtors, DIP Agent and Official Committee of Unsecured Creditors are co-proponents of the Plan. The projected recoveries for creditors under the Plan are: Estimated Projected Class Type Amount Status Recovery ----- ---- --------- ------ --------- 1 Other Priority Claims $165,000 Unimpaired 100% 2 Other Secured Claims $700,000 Unimpaired 100% 3 Sr. Obligation Claims $123,652,139 Impaired 5% - 10% 4 Second Lien Claims $18,500,000 Impaired THOMAS BOHLMANN: Selling Pacific Palisades Property for $3.4M ------------------------------------------------------------- Thomas D. Bohlmann asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property commonly known as 16630 Cumbre Verde Court, Pacific Palisades, California to Daniel Perlstein, Ronald Perlstein, and Denise Perlstein for $3.4 million, subject to overbid. A hearing on the Motion is set for Nov. 14, 2019 at 10:00 a.m. The Real Property is a single family home. Third-Position Secured Creditor, Wells Fargo Bank, holds a secured position against the Cumbre Verde Property. The Wells debt is currently in default, followed by post-filing agreed Adequate Protection Payment Stipulations and Orders thereon approving same through the end of February 2020. In an effort to save the equity in the Cumbre Verde Property the Debtor engaged Sam Kohn, Chief Executive Officer of National Equity Funding, to lock down a short-term loan to pay off Wells and address other claims asserted against the Debtor by the IRS and the Franchise Tax Board ("FTB"). Sam Kohn and the Debtor, with the assistance of Dennis Brager, Esq., of the Brager Law Group, pre-petition had engaged the IRS and FTB in discussions designed to quantify the claims of the IRS and FTB against the Debtor, to obtain from the IRS and FTB a subordination to allow the new funding by National Equity Funding against the Cumbre Verde Property, and to avoid a foreclosure by Wells on the Cumbre Verde Property. Both professionals were employed by the Debtor post-filing pursuant to properly noticed Employment Applications and Entered Orders approving said employment by the Court. Wells had scheduled a sale of the Cumbre Verde Property for Jan. 3, 2019. The Petition was filed by the Debtor to stop the foreclosure sale by Wells and to allow the Debtor to (1) close the refinancing with National Equity Funding, (2) complete his ongoing negotiations with the IRS and FTB, and (3) capture the equity in the Cumbre Verde Property in order to pay his debts from the equity in the Real Property and from the Debtor’s Post-Petition income through a prospective feasible Plan of Reorganization based thereon. Negotiations with the IRS and FTB failed to achieve a new funding/refinance of the Wells' debt. Therefore, the Debtor immediately employed Sotheby's International Realty of Beverly Hills by and through Ms. Alison MacCracken to list, market, and sell the Real Property, subject to the overbid procedures described herein and subject to the Court's approval. As a result of the highly focused marketing expertise of the Real Property by Sotheby's, a Purchase and Sale Agreement with a third-party, subject to Court approval and overbids in open court has been achieved at an opening sale price of $3.4 million. The parties executed their Purchase and Sale Agreement. The current Purchase Agreement is supported as reasonable by evidence of the $102,000 cash deposit in Escrow, a $2.38 million Loan Approval, and recent copies of several Bank Account Statements of the Buyers for over $1,161,000. At this time, the Debtor does not project a tax on any gain from the sale of the Real Property. After inclusion of the property costs, improvements and other applicable exclusions, subject to a successful over bid sale price approved well in excess of the $3.4 million offer now proposed, there is no net taxable gain currently projected upon the sale of the property, based upon the following analysis: Sale Price (subject to overbid): $3,400,000 Less 5% Sales Commission: $170,000 Less Estimated Escrow Costs of Sale: $68,000 Less Wells Liens - Est. Bal. Due at Sale: $2,253,500 Net Proceeds: $908,500 Less Total Junior Liens: $1,014,219 Cash Shortfall ($105,719) Based on the currently available numbers, the sale will result in insufficient cash after payment of selling costs and Wells Fargo secured debt to liquidate all other secured liens by $105,719. The shortfall will be dealt with subsequent to closing of the sale transaction through further review of the unpaid secured liens and negotiation, claims objection and/or subordination of the respective claims in order to file an appropriate motion with the Curt for approval and payment thereof. The salient terms of the Bidding Procedures are: a. Bid Deadline: 5:00 p.m. (PST) three business days prior to the Auction b. Initial Bid: $3.4 million, plus $40,000 c. Deposit: $150,000 d. Auction: The Auction will commence at 10:00 a.m. on Nov. 14, 2019 at the Court. e. Bid Increments: $5,000 The Property will be sold, subject to approval by Court order after the Auction, free and clear of all liens, claims, adverse claims of ownership, with the existing liens to be treated as follows: 1. The Wells Liens will be paid in full through escrow, subject to the amounts allowed from the Demands for Payoff to be submitted to escrow. 2. All other liens, claims, and adverse claims of ownership, if any, will attach to the net proceeds of the sale to the same extent, validity, and priority as they attached to the Property. The Debtor believes that the proposed sale of the Real Property by auction is the best method of obtaining the highest price for the Real Property to pay off all of the undisputed secured claims against the Real Property. The Estate's employed real estate broker is continuing to market and show the Real Property aggressively to solicit buyers to overbid the current offer to increase net proceeds for the Estate and its creditors, as referenced hereinbelow and in the attached declaration of the broker. The Debtor asks that the 14-day stay set forth in Bankruptcy Rule 6004(h) be waived as any final Buyer will desire to move forward as soon as possible to close the Real Property sale. A copy of the Agreement and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Thomas_Bohlmann_153_Sales.pdf Thomas D. Bohlmann sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-10035) on Jan. 2, 2019. The Debtor tapped Paul R. Shankman, Esq., at Hinds & Shankman, LLP as counsel. THOMAS HUDSON: Nouveau Buying Jacksonville Property for $1.85M -------------------------------------------------------------- Thomas Hudson and Lyudmila Hudson ask the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property located at 128-130 West Adams Street, Jacksonville, Florida to Nouveau Management Group, LLC for $1.85 million, free and clear of liens, claims, and encumbrances. An expedited hearing on the Motion is set for Nov. 7, 2019 at 2:00 p.m. Prior to the Petition Date, E Capital Loan SPV III, LLC received a foreclosure judgment in the amount of $898,013 regarding the Property. The Duval County Tax Collector also has a lien on the Property in the amount of $42,289. No other liens are known to be secured on the Property. The previous lien held by the U.S. Small Business Administration was stripped off and removed through a judgment entered on Sept. 12, 2011. The Duval County Tax Collector has a market value of $1,225,840 for the Property. The Debtors only owe approximately $940,301 to creditors secured against the Property. Earlier, the Debtors received a Purchase and Sale Agreement from 128 W. Adams Street, LLC in the amount of $1.8 million which was ultimately approved by the Court. Unfortunately, that sale contract was cancelled as the timing of inspections was problematic given the timeframe allowed under the case and other orders of the Court. In that light, the Debtors have continued to market and attempt to sale the property. They've received a higher offer than the previous contract from the Buyer at $1.85 million and most importantly, it has waived any further inspections and will be ready to close well before the bankruptcy's drop-dead date in December. The Property is potentially subject to a leasehold with De Real Ting Café, Inc. and/or Hannah Kissoonlal. As part of the attached offer it is required to have the Property completely vacant. Given that the Purchase and Sale Agreement pays off all creditors, it is in the best interest of the estate for it to be approved and is well inside the sound business judgment of the Debtors. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Thomas_Bohlmann_153_Sales.pdf The Purchaser: Mr. Randall Whitfield, Manager NOUVEEAU MANAGEMENT GROUP, LLC 7880 Gate Parkway, Suite 300 Jacksonville, FL 32256 The Broker: Bobby Knight COASTAL COMMERCIAL REAL ESTATE 25 N. Market St. Jacksonville, FL 32202 Thomas Hudson and Lyudmila Hudson sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-02992) on Aug. 5, 2019. The Debtor tapped Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC, as counsel. TIMS 8 MILE: Case Summary & Largest Unsecured Creditors ------------------------------------------------------- Eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Tims 8 Mile LLC 19-55172 19353 Vernier Road Harper Woods, MI 48225 Tims Compuware LLC 19-55173 Tims 12 Mile LLC 19-55174 Tims Five-Mile LLC 19-55177 Tims Evergreen LLC 19-55179 Tims Greenfield LLC 19-55180 Tims Milner LLC 19-55181 Baby Buford Holdings LLC 19-55182 1010 Lake Shore Road Grosse Pointe, MI 48236 Business Description: The Debtors are privately held companies that operate in the food service industry. Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Marci B McIvor Debtors' Counsel: Daniel J. Weiner, Esq. SCHAFER AND WEINER, PLLC 40950 Woodward Ave., Suite 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 Email: dweiner@schaferandweiner.com Tims 8 Mile's Estimated Assets: $500,000 to $1 million Tims 8 Mile's Estimated Liabilities: $10 million to $50 million Baby Buford Holdings' Estimated Assets: $500,000 to $1 million Baby Buford Holdings' Estimated Liabilities: $10 million to $50 million The petitions were signed by Nicole Wilski, member. A copy of Tims 8 Mile's list of 14 unsecured creditors is available for free at: http://bankrupt.com/misc/mieb19-55172_creditors.pdf A copy of Baby Buford's list of three unsecured creditors is available for free at: http://bankrupt.com/misc/mieb19-55182_creditors.pdf Full-text copies of two of the petitions are available for free at: http://bankrupt.com/misc/mieb19-55172.pdf http://bankrupt.com/misc/mieb19-55182.pdf TIRAMISU RESTAURANT: To Present Plan for Confirmation Dec. 4 ------------------------------------------------------------ Tiramisu Restaurant won approval of the Amended Disclosure Statement in support of its Second Amended Plan of Reorganization. The Honorable Judge Mary Kay Vyskocil from the U.S. Bankruptcy Court for the Southern District of New York on Oct. 22, 2019, approved the Disclosure Statement, authorized the Debtor to disseminate the solicitation package, and set these dates: * On Dec. 4, 2019 at 10:00 a.m. or as soon thereafter as counsel can be heard, a hearing will be held before the Honorable Mary Kay Vyskocil, United States Bankruptcy Judge, in the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10007, Room 501, to consider confirmation of the Second Amended Plan. * Acceptances or rejections of the Second Amended Plan will be delivered to counsel for the Debtor, Randy M. Kornfeld, at 240 Madison Avenue, New York, NY 10016, so as to be received on or before Nov. 27, 2019 at 5:00 p.m., Eastern Standard Time. * Any objection to confirmation of the Second Amended Plan must be filed with the Court (with two copies to chambers) no later than 5:00 p.m., Eastern Standard Time, on Nov. 27, 2019 and served on the necessary parties. Tiramisu Restaurant filed a Plan of Reorganization that provides that present owners, the Vedads, will continue to operate and manage the business on a day to day basis. Cash on hand and revenue from operations will fund plan payments, and if necessary, personal funds from the Vedads. There are no secured creditors. Priority tax claimant NYS DTF will receive deferred payments over six years, with interest. Unsecured creditors owed $85,000 will receive cash equal to 10% of their allowed claims 10 days after the Effective Date. Karen Vedad, the 100% shareholder, will retain her interests. A copy of the Amended Disclosure Statement dated Oct. 17, 2019, is available at https://is.gd/y5ZXYm from PacerMonitor.com free of charge. About Tiramisu Restaurant Tiramisu Restaurant, LLC, operator of an Italian restaurant located on the Upper East Side of Manhattan at 1410 Third Avenue, New York 10028, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-11346) on May 15, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Randy M. Kornfeld, Esq., at Kornfeld & Associates, PC. TRIUMPH ENERGY: Exclusivity Period Extended Until Jan. 13 --------------------------------------------------------- Judge Jerry Funk of the U.S. Bankruptcy Court for the Middle District of Florida extended Triumph Energy I, LLC's exclusivity period to file a Chapter 11 plan to Jan. 13, 2020. 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. TYCORP LAND: Seeks to Hire Bruce R. Babcock as Legal Counsel ------------------------------------------------------------ Tycorp Land and Home, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of California to employ the Law Office of Bruce R. Babcock as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Bruce R. Babcock, Esq. Law Office of Bruce R. Babcock 4808 Santa Monica, Ave. San Diego, CA 92107 Phone: 619-222-2661 Email: brbab@hotmail.com About Tycorp Land and Home, LLC Tycorp Land and Home, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-05363) on September 4, 2019, listing under $1 million in both assets and liabilities. Bruce R. Babcock, Esq., at the Law Office of Bruce R. Babcock, represents the Debtor as counsel. UBIOME INC: Committee Hires Province Inc. as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of uBiome, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Province, Inc. as its financial advisor effective as of Sept. 16, 2019. The firm will provide these services to the committee in connection with the Debtor's Chapter 11 case: a. analyze the debtor-in-possession budget, assets and liabilities, and overall financial condition; b. review financial and operational information furnished by the Debtor to the committee; c. monitor the sale process, review bidding procedures, stalking horse bids and asset purchase agreements, interface with the Debtor's professionals, and advise the committee regarding the process; d. scrutinize the economic terms of various agreements; e. analyze the Debtor's proposed business plans and developing alternative scenarios, if necessary; f. assess the Debtor's various pleadings and proposed treatment of unsecured creditor claims; g. prepare or review avoidance actions and claim analyses; h. assist the committee in reviewing the Debtor's financial reports; i. advise the committee on the current state of the Debtor's bankruptcy case; j. advise the committee in negotiations with the Debtor and third parties; and k. if necessary, participate as a witness in hearings before the bankruptcy court. Province's standard hourly rates are: Principal $800 - $935 Managing Director $660 - $720 Senior Director $580 - $640 Director $500 - $570 Senior Associate $400 - $490 Associate $350 - $400 Analyst $230 - $350 Paraprofessional $175 Edward Kim, managing director of Province, attests that the firm and its employees do not represent any interest adverse to that of the committee. The firm can be reached through: Edward Kim Province, Inc. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: (702) 685-5555 Fax: (702) 685-5556 Email: ekim@provincefirm.com About uBiome, Inc. uBiome, Inc. -- https://ubiome.com/ -- is a microbial genomics company founded in 2012. uBiome combines its patented proprietary precision sequencing with machine learning and artificial intelligence to develop wellness products, clinical tests, and therapeutic targets. uBiome has filed for over 250 patents on its technology, which includes sample preparation, computational analysis, molecular techniques, as well as diagnostic and therapeutic applications. uBiome and its non-debtor foreign affiliates currently employ approximately 100 individuals, of which 35 are located in the United States, 37 in Chile, and 28 in Argentina. On Sept. 4, 2019, uBiome, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 19-11938). The Debtor was estimated to have assets of $50 million to $100 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped Young, Conaway, Stargat & Taylor, LLP as counsel; Goldin Associates, LLC, as restructuring advisor; and GLC Advisors & Co., LLC and GCLA Securities LLC as investment banker. Donlin Recano & Company, Inc. is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on Sept. 16, 2019. UBIOME INC: Committee Seeks to Hire Pachulski Stang as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of uBiome, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Pachulski Stang Ziehl & Jones LLP as counsel to the Committee, nunc pro tunc to September 16, 2019. The Committee requires PSZJ to: a. assist, advise and represent the Committee in its consultations with the Debtor regarding the administration of this Case; b. assist, advise and represent the Committee with respect to the Debtor's retention of professionals and advisors with respect to the Debtor's business and this Case; c. assist, advise and represent the Committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; d. assist, advise and represent the Committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; e. assist, advise and represent the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the Debtor's operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to the Case or to the formulation of a plan; f. assist, advise and represent the Committee in connection with any sale of the Debtor's assets; g. assist, advise and represent the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; h. assist, advise and represent the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; and i. provide such other services to the Committee as may be necessary in this Case. PSZJ's current standard hourly rates are: Partners $725.00 to $1,395.00 Counsel $650.00 to $1,095.00 Associates $575.00 to $695.00 Paralegals $325.00 to $425.00 Bradford J. Sandler, partner in the firm of Pachulski Stang Ziehl & Jones LLP, attests that PSZJ does not hold or represent any interest that is adverse to the Committee and the Debtor's estate and does not hold or represent any interest adverse to and has no connection with the Committee, the Debtor, its creditors or any party in interest. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Sandler disclosed in court filings that his firm has not agreed to a variation of its standard or customary billing arrangements, and that no Pachulski professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases. As committee counsel, Pachulski Stang anticipates that the budget for committee professionals will be governed by the terms of the order that may be entered approving the Debtors' motions for use of cash collateral and debtor-in-possession financing, Mr. Sandler added. Pachulski Stang can be reached through: Robert J. Feinstein, Esq. Bradford J. Sandler, Esq. Steven W. Golden, Esq. Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 34th Floor New York, NY 10017 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 Email: rfeinstein@pszjlaw.com bsandler@pszjlaw.com sgolden@pszjlaw.com About uBiome, Inc. uBiome, Inc. -- https://ubiome.com/ -- is a microbial genomics company founded in 2012. uBiome combines its patented proprietary precision sequencing with machine learning and artificial intelligence to develop wellness products, clinical tests, and therapeutic targets. uBiome has filed for over 250 patents on its technology, which includes sample preparation, computational analysis, molecular techniques, as well as diagnostic and therapeutic applications. uBiome and its non-debtor foreign affiliates currently employ approximately 100 individuals, of which 35 are located in the United States, 37 in Chile, and 28 in Argentina. On Sept. 4, 2019, uBiome, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 19-11938). The Debtor was estimated to have assets of $50 million to $100 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped Young, Conaway, Stargat & Taylor, LLP as counsel; Goldin Associates, LLC, as restructuring advisor; and GLC Advisors & Co., LLC and GCLA Securities LLC as investment banker. Donlin Recano & Company, Inc., is the claims agent. USA GYMNASTICS: Exclusivity Period Extended Until Dec. 3 -------------------------------------------------------- Judge Robyn L. Moberly of the U.S. Bankruptcy Court for the Southern District of Indiana extended the period during which only USA Gymnastics can file a Chapter 11 plan to Dec. 3. USA Gymnastics can solicit acceptances for the plan until Jan. 31, 2020. About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The petition was signed by James Scott Shollenbarger, chief financial officer. The Hon. Robyn L. Moberly is the case judge. USAG tapped Jenner & Block LLP as counsel; Hilder & Associates, P.C., as ordinary course counsel; Alfers GC Consulting, LLC, and Scramble Systems, LLC, as business consulting services providers; and OMNI Management Group, Inc. as claims agent. V.E.G. INC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: V.E.G., Inc. d/b/a Crystal Lake Diner 572 Cuthbert Boulevard Haddon Township, NJ 08108 Business Description: V.E.G., Inc. is a privately held company that operates in the food service industry. Chapter 11 Petition Date: October 24, 2019 Court: United States Bankruptcy Court District of New Jersey (Camden) Case No.: 19-30152 Judge: Hon. Andrew B. Altenburg Jr. Debtor's Counsel: Dino S. Mantzas, Esq. LAW OFFICE OF DINO S. MANTZAS 701 Route 73 North, Suite 1 Marlton, NJ 08053 Tel: (856) 988-0033 Fax: (856) 988-9799 E-mail: dino@dmantzaslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Anthony Exadaktilos, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb19-30152.pdf VMW INVESTMENTS: Enty Buying Grapevine Property for $2.85M ---------------------------------------------------------- VMW Investments, LLC, and VMW Bedford, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a notice of filing of their Amended Exhibit A (Commercial Contract - Improved Property) to their amended proposed sale of VMW Investments' professional office building located at 3600 William D Tate Avenue, Grapevine, Texas to Dr. Don A. Enty for $2.85 million, free and clear of all liens, claims, interests and encumbrances. VMW Investments owns own the Grapevine Property. The Commercial Contract for the Grapevine Property was entered into between the Purchaser and VMW Investments. VMW Investments asserts that it is the highest and best price for the Grapevine Property under the circumstances of these cases that will be in the best interest of the Debtors' estates and their creditors. The Commercial Contract is subject to the following conditions: (1) approval of the United States Bankruptcy Court; (2) the Purchaser accepts the property in "as is" condition; (3) third-party financing contingent only upon an appraisal equal to or greater than the sales price; and (4) the sale closing by 60 days after signing or 20 days after the Court's approval, whichever is later. The Commercial Contract provides for the payment of brokers' fees totaling 4% of the sales price ($2.85 million * .04 = $114,000). Such brokers' fees will be paid from the sales proceeds as will approximately 2% of the sales price in closing costs estimated to be approximately $57,000. Importantly, the sale of the Grapevine Property will result in the liquidation of a portion of VMW Investments' assets and will generate sufficient revenues to pay VMW Investments' creditors in full as those claims relate to the Grapevine Property. More specifically, Lakeland, the lender on the Grapevine Property, claims approximately $2,052,491 outstanding under a note, MacArthur Medical Center, LP is a tenant with a net claim of approximately $67,928 after application of its withholding of rent, and the Tarrant County taxing authorities are owed 2018 taxes of approximately $62,153 and pro-rated 2019 taxes of approximately $68,750. After deducting all of the above costs and claims from the sale proceeds, the sale will generate nearly $430,000 in net proceeds for the Debtors to assist in its restructuring efforts. Thus, the sale of the Grapevine Property is in the best interests of the creditors of the Estate. VMW Investments ask that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. A prompt sale of the property will allow VMW Investments to expeditiously satisfy all of its allowed creditors. A copy of the Exhibit A attached to the Notice is available for free at: http://bankrupt.com/misc/VMW_Investments_113_Sales.pdf About VMW Investments and VMW Bedford VMW Investments, LLC and VMW Bedford, LLC are engaged in renting and leasing real estate properties. On June 30, 2019, VMW Investments and VMW Bedford sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 19-42644). At the time of the filing, each Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The cases are assigned to Judge Mark X. Mullin. Bonds Ellis Eppich Schafer Jones LLP is the Debtors' legal counsel. WAVE WOOD: DOJ Watchdog Asks Court to Approve Trustee Appointment ----------------------------------------------------------------- Patrick S. Layng, United States Trustee for the Northern District of Illinois, asks the Court to direct an order approving the appointment of a Chapter 11 trustee in the case of Wave Wood Products, LLC. On October 23, 2019, the Court ordered the appointment of a Chapter 11 trustee. Thereafter, the U.S. Trustee consulted with the following parties in interest regarding the appointment: Michael Desmond Attorney for Sparrowhawk Chicago Industrial LP, the moving creditor. Subject to the Court's approval, the U.S. Trustee has appointed Joseph E. Cohen, a disinterested person, to serve as trustee in this case. The U.S. Trustee assures the Court that all of the Appointee's connections with the Debtor, creditors, other parties in interest, their attorneys, the Court, the U.S. Trustee and his employees are set forth in the Appointee's verified statement. To the best of the U.S. Trustee's knowledge, the Appointee has no connection with the Court or the U.S. Trustee which would render approval of the appointment improper. The U.S. Trustee will appear before the Court in a hearing scheduled for October 29, 2019, at 10:00 a.m. Wave Wood Products, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-25360) on September 8, 2019, and is represented by Penelope N. Bach, Esq., at Bach Law Offices, Inc. WEATHERFORD INT'L: Identifies 7 Members of New Board ---------------------------------------------------- Weatherford International PLC and its Affiliated Debtors filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a third plan supplement for the Second Amended Joint Prepackaged Plan of Reorganization. In accordance with Article V.N. of the Plan and section 1129(a)(5) of the Bankruptcy Code, the Debtors disclose the identity of the individuals proposed to serve on the New Board. Each such director will serve from and after the Effective Date pursuant to applicable law and the terms of the Amended/New Corporate Governance Documents and the other constituent and corporate governance documents of the applicable Reorganized Debtors. The New Board shall consist of seven members: * Mark A. McCollum, as chief executive officer of the Reorganized Debtors * John F. (Jay) Glick, * Neal P. Goldman, * Thomas R. Bates, Jr., * Jacqueline (Jackie) Mutschler, * Charles M. Sledge, and * Gordon T. Hall A copy of the Third Plan Supplement dated October 15, 2019, is available at https://tinyurl.com/y55j2cdd from PacerMonitor.com at no charge. About Weatherford Weatherford (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 650 locations, including manufacturing, service, research and development and training facilities and employs approximately 26,000 people. Weatherford reported a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2018, compared to a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2017. As of March 31, 2019, Weatherford had $6.51 billion in total assets, $10.62 billion in total liabilities, and a total shareholders' deficiency of $4.10 billion. On July 1, 2019, Weatherford International plc, Weatherford International, LLC, and Weatherford International Ltd. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33694). The Hon. David R. Jones is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as counsel; Alvarez & Marsal North America LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, on July 17, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. WESVAL ENTERPRISES: Seeks to Hire Mark McLaughlin as Attorney ------------------------------------------------------------- Wesval Enterprises Inc. seeks authority from the U.S. Bankruptcy Court for the California Northern Bankruptcy Court to hire an attorney in connection with its Chapter 11 case. In an application filed in court, the Debtor proposes to employ Mark McLaughlin, Esq., to give legal advice with respect to its powers and duties in the continued operation of its business and management of its property; negotiate and settle claims against the Debtor's bankruptcy estate; and formulate the Debtor's plan of reorganization. Mr. McLaughlin charges an hourly fee of $250. He received a $5,283 retainer, plus $1,717 for the filing fee. In court filings, Mr. McLaughlin assures the court that he neither holds nor represents an interest adverse to the estate. Mr. McLaughlin maintains an office at: Mark A. McLaughlin Law Offices of Mark A. McLaughlin 5109 Lone Tree Way #B Antioch, CA 94531 Phone: (925) 754-2622 Email: nmclaug226@sbcglobal.net About Wesval Enterprises Inc. Wesval Enterprises Inc., a privately held company in Antioch, Calif., filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-42253) on Oct. 4, 2019, listing under $1 million in both assets and liabilities. Mark A. McLaughlin, Esq., at the Law Offices of Mark A. McLaughlin, is the Debtor's counsel. WITTER HARVESTING: Seeks to Extend Exclusivity Period to Jan. 24 ---------------------------------------------------------------- Witter Harvesting Inc. asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the period during which only the company can file a Chapter 11 plan to Jan. 24, 2020, and the period to solicit acceptances for the plan to March 24, 2020. The requested extension of the exclusivity period will give the company more time to review its business operations to determine whether the entire remainder of its fleet is necessary to the reorganization process or whether additional equipment can be rejected in an effort to streamline its business and reduce its overhead expenses. About Witter Harvesting Witter Harvesting Inc. provides agricultural and crop harvesting services in Okeechobee, Fla. Witter Harvesting sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14063) on March 29, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Mindy A. Mora. The Debtor tapped Kelley & Fulton, PL, as its bankruptcy counsel; and CPA Tax Solutions, LLC as accountant The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Witter Harvesting, Inc., according to court dockets. ZENERGY BRANDS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Zenergy Brands, Inc. f/d/b/a The Chron Organization, Inc. f/d/b/a Texas Hill Country Barbecue, Inc. f/d/b/a USA Restaurant Funding, Inc. f/d/b/a South American Properties, Inc. f/d/b/a LTV Funding, Corp. 5700 Granite Pkwy., Suite 200 Plano, TX 75024 Business Description: Zenergy Brands, Inc. -- https://whatiszenergy.com -- is a next- generation energy and technology company engaged in the business of selling energy- conservation products and services to commercial, industrial, and municipal customers. Zenergy Brands is a business-to- business company, whose business platform is a combined offering of energy services and smart controls. Zenergy Brands offers a unique value proposition to commercial, industrial, and municipal customers whereby it offers a means to reduce their utility expenses anywhere from 20% up to 60% through energy-efficient and smart-control products and services. Zenergy Brands is a public company, fully reporting to the SEC and currently trading on the OTCQB. Chapter 11 Petition Date: October 24, 2019 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Seven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Zenergy Brands, Inc. (Lead Case) 19-42886 Enertrade Electric, LLC 19-42887 NAUP Brokerage, LLC 19-42888 Zen Technologies, Inc. 19-42889 Zenergy & Associates, Inc. 19-42891 Zenergy Labs, LLC 19-42892 Zenergy Power & Gas, Inc. 19-42893 Judge: Hon. Brenda T. Rhoades Debtors' Counsel: Marcus A. Helt, Esq. FOLEY GARDERE FOLEY & LARDNER LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Tel: (214) 999-3000 Fax: (214) 999-4667 Email: mhelt@foley.com - and - Jack G. Haake, Esq. FOLEY & LARDNER LLP Washington Harbour 3000 K Street, N.W., Suite 600 Washington, D.C. 20007-5109 Tel: (202) 295-4085 Fax: (202) 672-5399 Email: jhaake@foley.com Debtors' Claims, Noticing & Solicitation Agent: STRETTO Zenergy Brands' Total Assets as of June 30, 2019: $1,944,089 Zenergy Brands' Total Debts as of June 30, 2019: $8,369,818 The petitions were signed by Joshua Campbell, president and director of Zenergy Brands, Inc. A copy of Zenergy Brands' petition is available for free at: http://bankrupt.com/misc/txeb19-42886.pdf Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. RB Capital Partners, Inc. Noteholder $1,291,356 2856 Torrey Pines Rd. La Jolla, CA 92037 Attn: Officer or Director Email: brett.rosen325@gmail.com 2. Genaro Gomez Castanares Noteholder $1,150,000 5868A Westgeuner Rd, Ste 1-422 Houston, TX 77057 3. Free and Free Noteholder $649,487 Enterprises, LLC PO Box 201786 Arlington, TX 76006 Attn: Officer or Director Tel: 817-460-7711 Email: drmiller@leakelaw.com 4. Librerty Trust Co. Noteholder $503,979 LTD custodian FBO Micheal A. Ziegler, IRA 1611 Maxwell Ct. Euless, TX 76039 5. Bellridge Capital Noteholder $339,083 515 E. Las Boulevard #120A Fort Lauderdale, FL 33301 Attn: Officer or Director Tel: 954-745-7989 Email: ddanovitch@sullivanlaw.com 6. Byron Young Noteholder $280,147 8616 Heron Drive Fort Worth, TX 76108 Email: byrontoddyoung@icloud.com 7. Luminant Energy Professional $163,377 6555 Sierra Drive Services Irving, TX 75039 Attn: Officer or Director Tel: 214-812-4600 Email: steve.rod@vistraenergy.com 8. Vista Capital Investments Noteholder $128,499 406 9th Ave., Suite 201 San Diego, CA 92101 Attn: David Clark, Principal Tel: 619-543-0328 Email: dclark@vci.us.com 9. Ashley Steffan Noteholder $126,498 3313 Rolling Hills Flower Mound, TX 75022 Email: ashleykgee@yahoo.com 10. EMA Financial, LLC Noteholder $96,525 40 Wall St. New York, NY 10005 Attn: Officer or Director Tel: 212-453-0020 Email: info@emafin.com 11. Greentree Financial Noteholder $81,358 Group, Inc. 19720 Jetton Road, 3rd Floor Cornelius, NC 28031 Attn: Officer or Director Tel: 704-892-8733 Email: mikebongiovanni@gtfinancial.com 12. Powerup Lending Noteholder $73,570 111 Great Neck, Road #216 Great Neck, NY 11021 Attn: Officer or Director Tel: 888-705-3004 Email: nfo@poweruplending.com 13. Collision Capital Noteholder $65,556 4830 W. Kennedy, Blvd. #600 Tampa, FL 33609 Attn: Officer or Director Tel: 813-258-0852 14. Sharing Services, Vendor $61,196 Inc. et al 1700 Colt Rd., Suite 100 Plano, TX 75075 15. Viridian International Professional $60,000 1055 Washington Blvd., 7th Floor Services West Hartland, CT 06091 Attn: Officer or Director Email: customercare@viridian.com 16. Alex Rodriguez Wages/Expenses $50,043 6459 Village Springs Drive Plano, TX 75024 Tel: 214-205-3870 Email: rainmaker84@yahoo.com 17. Jason Grant Magers Vendor $50,000 2109 Wheaton Drive Richardson, TX 75081 18. CliftonLarsonAllen Professional $31,863 9901, I-10 Suite 350 Services San Antonio, TX 78230 Attn: Officer or Director Tel: 210-298-7900 Email: deana.acosta@CLAconnect.com 19. Montgomery Coscia Professional $31,522 Greilich LLP Services 2500 Dallas Parkway Plano, TX 75093 Attn: Officer or Director Tel: 972-748-0300 Email: info@mcggroup.com 20. Legal and Compliance LLC Professional $20,846 625 N Flager Dr #600 Services West Palm Beach, FL 33401 Attn: Officer or Director Email: LAnthony@AnthonyPLLC.com ZUMOBI INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Zumobi, Inc. 251 Littlefalls Drive Wilmington, DE 19808 Business Description: Zumobi, Inc. -- https://www.zumobi.com -- is a mobile technology company that partners with multiple brands to provide engaging mobile marketing solutions on smartphones, tablets, and other devices. Chapter 11 Petition Date: October 25, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 19-12284 Judge: Hon. Kevin Gross Debtor's Counsel: Eric J. Monzo, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 P.O. Box 2306 Wilmington, DE 19899-2306 Tel: (302) 888-5848 (302) 888-6800 Fax: (302) 571-1750 E-mail: emonzo@morrisjames.com Total Assets as of October 25, 2019: $61,074 Total Liabilities as of October 25, 2019: $13,291,047 The petition was signed by Ken Willner, chief executive officer. 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/deb19-12284.pdf [^] BOND PRICING: For the Week from October 21 to 25, 2019 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.750 4.583 10/1/2022 Acosta Inc ACOSTA 7.750 4.643 10/1/2022 Alta Mesa Holdings LP / Alta Mesa Finance Services Corp ALTMES 7.875 11.500 12/15/2024 Anheuser-Busch InBev Finance Inc ABIBB 2.650 100.933 2/1/2021 Approach Resources Inc AREX 7.000 31.141 6/15/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 10.375 6/15/2021 Bristow Group Inc BRS 6.250 7.040 10/15/2022 Bristow Group Inc BRS 4.500 11.309 6/1/2023 California Resources Corp CRC 8.000 42.990 12/15/2022 California Resources Corp CRC 6.000 24.480 11/15/2024 California Resources Corp CRC 5.000 91.554 1/15/2020 California Resources Corp CRC 5.500 42.277 9/15/2021 California Resources Corp CRC 8.000 43.402 12/15/2022 California Resources Corp CRC 6.000 25.179 11/15/2024 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 6.000 0.894 5/15/2024 Chaparral Energy Inc CHAP 8.750 41.201 7/15/2023 Chaparral Energy Inc CHAP 8.750 41.635 7/15/2023 Chukchansi Economic Development Authority CHUKCH 9.750 51.132 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 51.125 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 26.000 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 0.750 3/15/2024 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Denbury Resources Inc DNR 5.500 48.883 5/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 3.188 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 2.750 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 0.400 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 2.750 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 2.442 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 0.250 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 0.250 9/1/2022 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 62.903 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 63.122 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 9.601 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 9.599 4/1/2023 Frontier Communications Corp FTR 8.500 64.112 4/15/2020 Frontier Communications Corp FTR 10.500 49.356 9/15/2022 Frontier Communications Corp FTR 8.750 48.321 4/15/2022 Frontier Communications Corp FTR 6.250 48.269 9/15/2021 Frontier Communications Corp FTR 8.875 55.325 9/15/2020 Frontier Communications Corp FTR 9.250 49.079 7/1/2021 Frontier Communications Corp FTR 10.500 49.462 9/15/2022 Frontier Communications Corp FTR 10.500 52.500 9/15/2022 Global Eagle Entertainment Inc ENT 2.750 46.371 2/15/2035 Goodman Networks Inc GOODNT 8.000 50.500 5/11/2022 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 High Ridge Brands Co HIRIDG 8.875 0.592 3/15/2025 High Ridge Brands Co HIRIDG 8.875 0.592 3/15/2025 Hornbeck Offshore Services Inc HOS 5.875 54.952 4/1/2020 Hornbeck Offshore Services Inc HOS 5.000 39.752 3/1/2021 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 2.788 12/1/2021 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 2.647 9/20/2023 Lehman Brothers Inc LEH 7.500 1.847 8/1/2026 LinkedIn Corp LNKD 0.500 98.875 11/1/2019 MAI Holdings Inc MAIHLD 9.500 45.400 6/1/2023 MAI Holdings Inc MAIHLD 9.500 45.625 6/1/2023 MAI Holdings Inc MAIHLD 9.500 45.255 6/1/2023 MF Global Holdings Ltd MF 9.000 14.750 6/20/2038 MF Global Holdings Ltd MF 6.750 14.750 8/8/2016 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 16.000 7/1/2026 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 18.326 5/1/2024 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 18.449 5/1/2024 Murray Energy Corp MURREN 12.000 1.147 4/15/2024 Murray Energy Corp MURREN 9.500 5.000 12/5/2020 Murray Energy Corp MURREN 9.500 5.000 12/5/2020 NWH Escrow Corp HARDWD 7.500 51.239 8/1/2021 NWH Escrow Corp HARDWD 7.500 51.239 8/1/2021 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 27.001 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 27.824 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 28.175 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 27.975 10/25/2024 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 4.000 5/15/2019 New WEI Inc WLTG 8.500 0.834 4/15/2021 Northwest Hardwoods Inc HARDWD 7.500 52.000 8/1/2021 Northwest Hardwoods Inc HARDWD 7.500 51.690 8/1/2021 PHH Corp PHH 6.375 57.821 8/15/2021 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pioneer Energy Services Corp PESX 6.125 38.934 3/15/2022 Powerwave Technologies Inc PWAV 3.875 0.173 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.174 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.174 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.173 10/1/2027 Pyxus International Inc PYX 9.875 63.728 7/15/2021 Pyxus International Inc PYX 9.875 63.841 7/15/2021 Pyxus International Inc PYX 9.875 63.841 7/15/2021 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Riverbed Technology Inc RVBD 8.875 42.648 3/1/2023 Riverbed Technology Inc RVBD 8.875 45.161 3/1/2023 Rolta LLC RLTAIN 10.750 8.031 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 17.000 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 14.750 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 16.511 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 17.272 11/1/2021 Sanchez Energy Corp SNEC 6.125 5.375 1/15/2023 Sanchez Energy Corp SNEC 7.750 5.375 6/15/2021 SandRidge Energy Inc SD 7.500 0.500 2/15/2023 Sears Holdings Corp SHLD 6.625 15.000 10/15/2018 Sears Holdings Corp SHLD 6.625 13.528 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 1.169 10/15/2027 Sears Roebuck Acceptance Corp SHLD 7.000 1.156 6/1/2032 Sears Roebuck Acceptance Corp SHLD 6.750 1.048 1/15/2028 Sears Roebuck Acceptance Corp SHLD 6.500 1.197 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Stearns Holdings LLC STELND 9.375 44.968 8/15/2020 Stearns Holdings LLC STELND 9.375 44.968 8/15/2020 Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 26.251 6/1/2022 Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 26.251 6/1/2022 Techniplas LLC TECPLS 10.000 85.625 5/1/2020 Techniplas LLC TECPLS 10.000 82.942 5/1/2020 Teligent Inc/NJ TLGT 3.750 94.487 12/15/2019 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Tesla Energy Operations Inc/DE TSLAEN 1.625 99.780 11/1/2019 Transworld Systems Inc TSIACQ 9.500 25.913 8/15/2021 Transworld Systems Inc TSIACQ 9.500 25.913 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc UPL 6.875 9.125 4/15/2022 Ultra Resources Inc UPL 7.125 8.000 4/15/2025 Ultra Resources Inc UPL 6.875 6.906 4/15/2022 Ultra Resources Inc UPL 7.125 7.694 4/15/2025 VIVUS Inc VVUS 4.500 79.938 5/1/2020 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 9.750 41.429 4/15/2023 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 8.750 43.331 4/15/2023 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 9.750 42.848 4/15/2023 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 8.750 43.699 4/15/2023 Weatherford International LLC WFT 9.875 35.500 3/1/2025 Weatherford International LLC WFT 9.875 30.500 3/1/2025 Weatherford International LLC WFT 9.875 30.500 3/1/2025 Windstream Services LLC / Windstream Finance Corp WIN 7.500 18.250 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 6.375 19.000 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 6.375 18.250 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 22.000 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 18.461 10/1/2021 Windstream Services LLC / Windstream Finance Corp WIN 8.750 17.505 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 18.670 10/15/2020 rue21 inc RUE 9.000 1.428 10/15/2021 ********* 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 ***