/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191118.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, November 18, 2019, Vol. 23, No. 321 Headlines 1011778 BC: Moody's Assigns B2 Rating on New $1B Sr. Sec. Notes 1014 DIAMOND: Voluntary Chapter 11 Case Summary 360 MORTGAGE GROUP: Seeks to Hire Husch Blackwell as Counsel 464 OVINGTON LLC: Case Summary & 20 Largest Unsecured Creditors ACHAOGEN INC: Revagenix Inc. Offers $5K for Early Research Assets ADVANCE CASE: Unsecureds to Get 23% in AFSE-Backed Plan ALLIANCE SECURITY: Recoveries to Depend on Outcome of Litigation ALTIZER PROPERTIES: Farthing Replacing Copeland Law AMERICAN EQUITY: S&P Rates Series A Perpetual Preferred Stock 'BB' AMERICAN WORKERS: May Use Cash Collateral Thru Dec. 13 AN ANGELS TOUCH: Selling 2001 Toyota Camry for $850K BAR-S MACHINE: Seeks to Hire Allen Barnes as Attorney BG WILLIAMS: Case Summary & 20 Largest Unsecured Creditors BOULDER DENTISTRY: May Use Use Cash Collateral on Final Basis BRADLEY INVESTMENTS: Committee Hires Blakeley LLP as Counsel BROOALEXA LLC: Unsecureds to Get 3.5% Over 5 Years CAH ACQUISITION 12: Trustee Sets Bidding Procedures for All Assets CAH ACQUISITION 16: Trustee Sets Bidding Procedures for All Assets CARTONI GROUP: Gets Interim OK to Use Centennial Bank Cash CARTONI GROUP: Seeks to Hire Buddy D. Ford as Counsel CATHLEEN STACY: $451K Sale of Sea Isle City Property Approved CDT DE SAN SEBASTIAN: Case Summary & 20 Top Unsecured Creditors CHANGTEL SOLUTIONS: Chapter 15 Case Summary CHEESEBOY LLC: Gets Interim Cash Access Thru Dec. 18 CHILDREN FIRST: Case Summary & 20 Largest Unsecured Creditors COMPLETE DISTRIBUTION: Webster Capital Objects to Plan Disclosures COMSALE GROUP: Chapter 15 Case Summary COUNTRY MORNING FARMS: Court Amends Final Cash Order COUNTRY MORNING: Final Cash Order Extended to Nov. 14 CROSSROADS HEALTH: Seeks to Hire Margaret M. McClure as Counsel CSG SYSTEMS: Moody's Raises CFR to Ba2, Outlook Stable CULTIVATION STATION: Plan & Disclosure Due Feb. 4, 2020 DADONG CATERING: Case Summary & 20 Largest Unsecured Creditors DAIRY FARMERS: Moody's Affirms Ba1 Preferred Stock Rating DESTINY PETROLEUM: Court Confirms Reorganization Plan DIEFENDERFER FAMILY: Plan & Disclosures Due February 4, 2020 ED3 CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors EL PASO FREIGHT: Unsecureds Get $250,000 Plus Interest in 5 Years EMERGE ENERGY: Unsecureds to Get 5% of New LP Interests EMPORIA PROPERTY: Hires Peterson Whitaker as Accountant ENERSYS: Moody's Lowers CFR to Ba2 & Alters Outlook to Stable F.M.C. MARKET: Dec. 5 Hearing on Disclosure Statement FCPR ACQUISITION: Gets Interim Approval to Use Cash Collateral FIRST RIVER: Hires Davis & Associates as Tax Consultant FOX VALLEY: Hires Hillenbrand Partners as Financing Broker FRED'S INC: Hires Alvarez & Marsal as Financial Advisor FRED'S INC: Hires Hilco IP Services as Sales Broker FREDDIE MAC 2019-4: DBRS Assigns Prov. B(low) Rating on M Certs FULL X TECH: Seeks to Hire Olga D. Diaz as Accountant GEORGE WASHINGTON: Sets Bid Procedures for Substantially All Assets GEORGIA DIRECT: Cash Collateral Motion Approved on Final Basis GOLF VIEW LANE: Sues Broker; Unsecureds to Get Proceeds GOMEZ GLOBAL: Seeks to Hire Joyce W. Lindauer as Counsel GREENWAY SERVICES: Debtor to Continue Business to Fund Claims HARRY DAWSON: Medicine River's Sale of Barber County Property OK'd HB2 LLC: Seeks Permission to Use Cash Collateral HERTZ CORP: Moody's Assigns B3 Rating on $750MM Sr. Unsec. Notes HOME BOUND HEALTHCARE: Gets Interim Cash Access Thru Dec. 1 IBIS NETWORKS: Seeks to Hire VPTax Inc. as Accountant INSYS THERAPEUTICS: Has Unconfirmable Plan, Says Florida INSYS THERAPEUTICS: MDL Plaintiffs Object to Inequitable Treatment IPS WORLDWIDE: Trustee Files Plan After Assets Sold ITS INVESTING: Court Approves Cash Stipulation with Pender J2 GLOBAL: Moody's Affirms B1 CFR, Outlook Stable JAGGED PEAK: IDL Buying Substantially All Assets for $15M JARED BROOKS: BigIron Auctions of Machinery & Equipment Approved JOSEPH'S TRANSPORTATION: Gets Court OK to Use Cash Thru Jan. 2020 KAIROS HOMES: Gets Interim Cash Access from Sales Proceeds KINNEY FARMS: Working on Plan Amendments, Seeks Extension L.G. STECK: Gets Interim Cash Access Thru Dec. 5 LATEX FOAM: May Use Cash Collateral Thru Jan. 31, 2020 LICK INDUSTRIES: Gets Final OK to Use Cash Until Nov. 20 LIFESTYLE YACHTS: Hires Van Horn Law Group as Bankr. Attorney LIGHTHOUSE HOSPITALITY: May Use Cash Collateral Thru Dec. 31, 2019 MAD DOGG ATHLETICS: CEO, Lender in Negotiations re Secured Claim MDM HOLDINGS: Court Ok’s Stipulation to Use Cash Thru March 2020 MECHANICAL TECHNOLOGIES: Hires Harris Law Practice as Counsel MEDIQUIP INC: Has Court Nod to Use Cash Thru Dec. 15 MODERN POULTRY: Dec. 17 Hearing on Amended Disclosures MOTIVA PERFORMANCE: Hires Walker & Associates as Counsel NIGHTGALLERIE LLC: Hires James Shepherd as Bankruptcy Counsel NS FITNESS: Unsecureds to Have 1.8% Recovery Under Plan PEAK SERUM: Case Summary & 12 Unsecured Creditors PIONEER GENERAL: Case Summary & Unsecured Creditor PROVIDENT FUNDING: Moody's Lowers Sr. Unsec. Rating to B2 PSK PROPERTIES: Gets Final Nod on Use of Cash Collateral PSK PROPERTIES: Mustafa Buying Fort Worth Property $3.8 Million PSP HAULING: Court Ok's Interim Cash Use, Sets Dec. 4 Hearing PUERTO RICO HOSPITAL: Refutes Yolanda Benitez' Unliquidated Claim PWR INVEST: Seeks to Hire McCathern PLLC as Special Counsel PWR INVEST: Seeks to Hire ValueScope Inc. as Valuation Expert RIDGEWOOD INN: Case Dismissed, Cash Motion Moot S & G MACHINE: Bankr. Administrator Objects to Disclosure & Plan SCORPION FITNESS: Hires Kushnick Pallaci as Special Counsel SCOTTY'S HOLDINGS: Seeks to Hire Bradford & Riley as Broker SEAWALK INVESTMENTS: Gets OK to Use Cash Thru Plan Confirmation SECURITIZED TERM 2019-CRT: Moody's Rates Class D Notes (P)Ba1 SHADDEN, LLC: Seeks to Hire Kutner Brinen as Attorney SOUTHCROSS ENERGY: Says Cigna Objection Misplaced ST. JUDE NURSING: Wants Until Jan. 31, 2020 to File Plan STEEL CITY: Case Summary & 20 Largest Unsecured Creditors STONE OAK MEMORY: Gets Leave to Use Cash on Interim Basis STONEGATE LANDING: Court Approves Disclosure Statement SUNEX INTERNATIONAL: Sun Windows Buying Domestic Business Assets SYNCHRONY FINANCIAL: Fitch Assigns B on $750MM Preferred Stock TIEL TRUST: Redlined Amended Disclosure Statement Filed TOWN SPORTS: Moody's Lowers CFR to Caa2 & Alters Outlook to Neg. UNITED CHARTER: Gets Court Nod to Use Cash Thru Jan. 31, 2020 WALLACE & COMPANY: Has Permission to Use Cash Collateral WESTBANK CONSTRUCTION: Hires Arnold Law Offices as Counsel WHEATON MEDICAL: Authorized to Use Cash Thru Nov. 29 WME IMG: Moody's Confirms B2 CFR, Outlook Stable YELLOW PAGES: DBRS Confirms B(high) Issuer Rating, Trend Stable YIANNIS MEDITERRANEAN: Hires William E. Carter as Counsel [^] BOND PRICING: For the Week from November 11 to 15, 2019 ********* 1011778 BC: Moody's Assigns B2 Rating on New $1B Sr. Sec. Notes --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to 1011778 B.C. Unlimited Liability Co.'s proposed $1.0 billion senior secured 2nd lien note offering. All other ratings of 1011778 B.C. remain unchanged including the company's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba2 senior secured first lien bank credit facility ratings, Ba2 senior secured first lien note ratings, and B2 secured second lien notes rating. 1011778 B.C.'s SGL-1 Speculative Grade Liquidity Rating and Tim Hortons Inc.'s B1 senior unsecured legacy notes rating also remain unchanged. The outlook is stable. 1011778 B.C. is in the process of amending and extending its senior secured 1st lien Term Loan B credit facility and plans to pay down approximately $1.5 billion of the Term Loan B to $4.6 billion from $6.1 billion. To fund this paydown the company will use approximately $500 million of revolver borrowings as well as the proceeds from the proposed $1.0 billion of senior secured 2nd lien notes. The proposed senior secured 2nd lien notes are pari passu with the company's existing senior secured 2nd lien notes. The transaction is debt neutral and is credit positive due to the reduction in interest expense. Assignments: Issuer: 1011778 B.C. Unltd Liability Co. Senior Secured Regular Bond/Debenture, Assigned B2 (LGD5) RATINGS RATIONALE 1011778 B.C. benefits from its brand recognition and meaningful scale in terms of systemwide units of the company's three concepts, Burger King, Popeyes and Tim Hortons. The company credit profile is supported by its franchised focused business model that provides more stability to earnings and cash flow, diversified day part and food offerings, and very good liquidity. The company is constrained by its relatively high leverage and modest retained cash flow to debt, as well as the high level of promotional activities by competitors and a value focused consumer that will continue to pressure same store operating performance. Corporate governance risks at 1011778 B.C. is low given its diversified board structure and consistent operating track record. In addition, 3G Restaurant Brands Holdings LP, an affiliate of private investment firm 3G Capital Partners, Ltd has continued to reduce its ownership in the company to approximately 32% of the combined voting power with respect to 1011778 B.C.'s parent company Restaurant Brands International. The stable outlook reflects Moody's expectations that 1011778 B.C. will maintain its consistent operating performance that will result in a steady improvement in credit metrics while profitably growing the breadth, depth and reach of its restaurant base and will maintain very good liquidity. Factors that could result in an upgrade include a sustained strengthening of debt protection metrics with debt to EBITDA of around 5.0 times and EBIT coverage of interest of around 3.0 times. A higher rating would also require the company's commitment to preserving credit metrics during periods of operating difficulties and to maintain very good liquidity. Factors that could result in a downgrade include debt to EBITDA rising above 5.75 times or EBIT to interest dropping to 2.5 times on a sustained basis. 1011778 B.C. Unlimited Liability Company, owns, operates and franchises over 18,000 Burger King hamburger quick service restaurants, more than 4,880 Tim Hortons restaurants and over 3,190 Popeyes restaurants. Annual revenues are around $5.4 billion, although systemwide sales are over $33 billion. 3G Restaurant Brands Holdings LP, owns approximately 32% of the combined voting power with respect to RBI and is affiliated with private investment firm 3G Capital Partners, Ltd. The principal methodology used in this rating was Restaurant Industry published in January 2018. 1014 DIAMOND: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 1014 Diamond St LLC 45752 Bridgeport Drive Fremont, CA 94539 Business Description: 1014 Diamond St LLC is a privately held company whose principal assets are located at 1915 Buttner Road Pleasant Hill, CA 94523. Chapter 11 Petition Date: November 13, 2019 Court: United States Bankruptcy Court California Northern Bankruptcy Court (Oakland) Case No.: 19-42562 Judge: Hon. William J. Lafferty Debtor's Counsel: Vinod Nichani, Esq. NICHANI LAW FIRM 111 N. Market St. #300 San Jose, CA 95113 Tel: (408) 800-6174 E-mail: vinod@nichanilawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vikram Srinivasan, managing member. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb19-42562.pdf 360 MORTGAGE GROUP: Seeks to Hire Husch Blackwell as Counsel ------------------------------------------------------------ 360 Mortgage Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Husch Blackwell LLP, as attorney to the Debtor. 360 Mortgage Group requires Husch Blackwell to: (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 herein; (d) assist the Debtor in preparing for and filing a disclosure statement in accordance with § 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 this Court, any appellate courts and the U.S. Trustee and protect the interests of the Debtor's estate before those Courts and the U.S. Trustee; and (i) perform such legal services as the Debtor may request with respect to any matter. Husch Blackwell will be paid at these hourly rates: Partners $335 to $810 Associates $260 to $490 Paralegals $135 to $335 Husch Blackwell received a prepetition retainer of $25,000 for services to be performed in connection with this case. Of that retainer, $16,640 was offset by Husch Blackwell immediately before filing the bankruptcy case. Husch Blackwell anticipates requesting to Court to allow the Debtor to supplement the retainer post-petition for a total retainer of $100,000. Lynn H. Butler, partner of Husch Blackwell LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Husch Blackwell can be reached at: Lynn H. Butler, Esq. Jameson J. Watts, Esq. HUSCH BLACKWELL LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: (512) 472-5456 Fax: (512) 479-1101 E-mail: lynn.butler@huschblackwell.com jameson.watts@huschblackwell.com About 360 Mortgage Group 360 Mortgage Group, LLC, a provider of mortgage services, sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-11375) on Oct. 7, 2019. The Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range as of the bankruptcy filing. The Hon. Tony M. Davis is the case judge. Husch Blackwell LLP, led by Lynn H. Butler, Esq., is the Debtor's legal counsel. 464 OVINGTON LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: 464 Ovington LLC 9322 3rd Avenue, Suite 502 Brooklyn, NY 11209-6802 Business Description: 464 Ovington LLC is engaged in activities related to real estate. The Debtor is the owner of certain .2 acre lot, improved by a two story two-family house located at 464 Ovington Avenue, Brooklyn, NY, which it acquired on or about March 30, 2016, following a foreclosure sale from the foreclosing third mortgagee, known as Congregation Imrei Yehuday. The Property is currently vacant, although the Debtor rents parking space on a month to month basis. Chapter 11 Petition Date: November 13, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-46838 Judge: Hon. Carla E. Craig Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 301-6944 Fax: (212) 422-6836 E-mail: KNash@gwfglaw.com Total Assets: $1,300,537 Total Liabilities: $1,432,018 The petition was signed by Tim Ziss, 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/nyeb19-46838.pdf ACHAOGEN INC: Revagenix Inc. Offers $5K for Early Research Assets ----------------------------------------------------------------- Achaogen, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a notice of its proposed immediate sale of the Early Research Assets, including the files contained within folders on the Box Drive, with folder names containing or substantially similar to or pertaining to the following specific small molecule research programs: (i) NAG, (ii) ES-AG, and (iii) LpxC, to Revagenix, Inc. pursuant to their Asset Purchase Agreement dated Oct. 22, 2019, for $5,000. A hearing on the Motion is set for Dec. 3, 2019 at 1:30 p.m. (ET). The objection deadline is Nov. 19, 2019 at 4:00 p.m. (ET). No other parties have expressed any interest in the Documents or the information contained therein, and the Documents would in all likelihood be abandoned and destroyed at the conclusion of the case if not for the sale of the Documents to Mr. Cirz. As such, in light of Mr. Cirz’s offer, the Debtor (upon consultation with Silicon Valley Bank, N.A. ("DIP Lender") and the Committee) concluded it was appropriate and in the best interest of the Debtor's estate and stakeholders to sell the Documents to Mr. Cirz. To preserve the value of the Debtor's estate and limit the costs of administering and preserving the Documents, it is important that the Debtor close the Sale and fulfill its obligations under the Agreement as soon as possible. Accordingly, the Debtor asks that the Court waives the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the Agreement attached to the Motion is available for free at: https://tinyurl.com/vobzvcn About Achaogen Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10844) on April 25, 2019. In the petition signed by CEO Blake Wise, the Debtor disclosed assets of $91.61 million and liabilities of $119.96 million as of Jan. 31, 2019. The case is assigned to Judge Brendan Linehan Shannon. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors in the Debtor's case on April 23, 2019. ADVANCE CASE: Unsecureds to Get 23% in AFSE-Backed Plan ------------------------------------------------------- Advance Case Parts, Inc., a company in the business of providing service and replacement parts for refrigeration units, refrigeration case units, and oven units in commercial businesses, filed a Chapter 11 plan of reorganization and disclosure statement. Under the Plan, general unsecured creditors in Class 4 owed $6,146,452 will be entitled to receive their pro rata share of $550,000 to be paid over a period of five and a half years. The class will recover 23%. Higher ranked creditors, administrative claimants, and secured creditor Ally Bank in Class 1 and 2, are unimpaired and will recover 100%. Newtek Business Credit Inc., owed $1,116,291 in Class 3, will receive payments for a period of five and a half years plus monthly payments of interest and fees until paid in full. Newtek is impaired under the Plan though it is expected to recover 100%. As to equity interests in Class 5, all outstanding interests will be cancelled. The Plan Co-obligor will acquire 100% of Debtor's stock in exchange for a $100,000 nonrefundable deposit and co-obligation to secured obligations of Debtor and obligations under Plan to pay administrative claims and unsecured claims. The Plan Co-Obligor is Advance Food Service Equipment, LLC, a Maine limited liability company engaged in its third year of business of selling, installing and servicing hood systems, restaurant appliances and equipment. Co-Obligor is an affiliate of the Debtor; the principals of Co-Obligor include Paul Podhurst and Paul Vail. Paul Podhurst and Paul Vail each have a 50% interest in Co-Obligor. A full-text copy of the Disclosure Statement dated Nov. 1, 2019, is available at https://tinyurl.com/yy78el6s from PacerMonitor.com at no charge. The Debtor's counsel: Eyal Berger AKERMAN LLP 350 E. Las Olas Blvd., Suite 1600 Fort Lauderdale, Florida 33301 Tel: 954-463-2700 Fax: 954-463-2224 Email: eyal.berger@akerman.com About Advance Case Parts Advance Case Parts, Inc. -- http://www.advancecaseparts.com/-- specializes in service and repair of all supermarket or food-service equipment. It serves the Southeastern part of the United States, the Caribbean, and South and Central America. Advance Case Parts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14930) on April 16, 2019. At the time of the filing, the Debtor was estimated to have assets between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Raymond B. Ray. Akerman LLP is the Debtor's legal counsel. ALLIANCE SECURITY: Recoveries to Depend on Outcome of Litigation ---------------------------------------------------------------- Alliance Security, Inc., closed on the sale of substantially all of its assets to Security Systems, Inc., on July 1, 2019, with an effective sale date of June 30, 2019. The Debtor terminated it business operations effective July 1, 2019. According to its Second Amended Disclosure Statement dated Nov. 1, 2019, the Debtor's Plan essentially provides for the distribution of Debtor's assets, including the sale proceeds to make pro rata payment administrative, secured, priority, and allowed, general unsecured claims within 60 days of the Effective Date. In the event that all impaired classes of creditors do not consent to the treatment provided, the Debtor will seek confirmation of the Plan pursuant to the provisions of Section 1129(b) of the Bankruptcy Code. The Plan proposes to treat claims and interests as follows: * Class One: PNC. IMPAIRED. Amount of claim $97,169.06. PNC will receive a payment of $10,000 in full satisfaction of its claim within 60 days of the Confirmation Date. * Class Three: Royal Bank. IMPAIRED. Amount of claim $155,805.78. Royal Bank will receive a payment of $25,000 in full satisfaction of its claim within 60 days of the Confirmation Date. * Class Five: SCDE&W. IMPAIRED. $1,853.98. SCDE&W will receive payment of its claim in full or pro rata, in one or more distributions, within the later of (i) 60 days after the Effective Date; or (ii) 60 days after completion of the Litigation. * Class Six: TWC. IMPAIRED. Amount of claim $1,023.95. TWC will receive payment of its claim in full or pro rata, in one or more distributions, within the later of (i) 60 days after the Effective Date; or (ii) 60 days after completion of the Litigation. * Class Seven: RI DoT. IMPAIRED. Amount of claim $557.00. RI DoT will receive payment of its claim in full or pro rata, in one or more distributions, within the later of (i) sixty (60) days after the Effective Date; or (ii) 60 days after completion of the Litigation. * Class Eight: NJDEA. IMPAIRED. Amount of claim $2,805.64. NJDEA will receive payment of its claim in full or pro rata, in one or more distributions, within the later of (i) 60 days after the Effective Date; or (ii) 60 days after completion of the Litigation. * Class Nine: General Unsecured Claims. IMPAIRED. Amount of claim $40,000,000. Will be paid pro rata, in one or more distributions, within the later of (i) 60 days after the Effective Date; or (ii) 60 days after completion of the Litigation. Due to the pending status of the Litigation, Debtor cannot provide a projected dividend if all claims filed by creditors or Debtor are allowed in full. The Plan will be implemented through the establishment of a trust for the benefit of the administrative claimants and allowed claimants, consisting of all of Debtor's (i) cash-on-hand as of the Confirmation Date; (ii) any funds recovered from the Litigation; and (iii) and additional funds recovered by the or for the benefit of the Debtor. A full-text copy of the Second Amended Disclosure Statement dated Nov. 1, 2019, is available at https://tinyurl.com/y5cxcsdf from PacerMonitor.com at no charge. Attorney for the Debtor: James G. Atchison Atchison Law Office 301 Providence Street West Warwick, RI 02893 Tel: (401) 222-9374 E-mail: james.atchison@gmail.com About Alliance Security Based in Warwick, Rhode Island, Alliance Security, Inc. -- http://www.alliancesecurity.com/-- is a security system supplier. Alliance Security filed for Chapter 11 bankruptcy protection (Bankr. D.R.I. Case No. 17-11190) on July 14, 2017. In the petition signed by Jasjit Gotra, its president and CEO, the Debtor was estimated to have assets and liabilities at between $1 million and $10 million. Judge Diane Finkle oversees the case. The Debtor tapped the firm of Shechtman Halperin Savage, led by Thomas E. Carlotto and James G. Atchison, as bankruptcy counsel; Venable, LLP as its special counsel; and DiSanto, Priest & Co. as its accountant. The U.S. Trustee for the District of Rhode Island appointed an official committee of unsecured creditors on July 27, 2017. The Committee retained Robinson & Cole LLP as its counsel. ALTIZER PROPERTIES: Farthing Replacing Copeland Law --------------------------------------------------- Altizer Properties & Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Virginia to employ Scot S. Farthing, P.C., as attorney to the Debtor, substituting Copeland Law Firm, P.C. The Debtor employed Copeland Law as its attorney in connection with the commencement and administration of the Chapter 11 bankruptcy case. On Sept. 1, 2019, Robert T. Copeland became employed by Scot Farthing, as of counsel to the Firm. The Debtor seeks to hire Scot Farthing to replace Copeland Law. Altizer Properties requires Scot S. Farthing to: a. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor in involved and the preparation and objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor, as the Debtor in Possession, all necessary motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtor's estate; c. negotiate and prepare on behalf of the Debtor a plan of reorganization and all related documents; and d. perform all other necessary legal services in connection with the prosecution of the Chapter 11 case. Scot S. Farthing will be paid at these hourly rates: Attorneys $300 Associates $175 Paraprofessionals $100 Prior to the commencement of the bankruptcy case, the Debtr provided Copeland Law with a fee advance of $11,717, paid by Robert and Christi Altizer with proceeds from the sale of a truck owned by them personally. From that fee advance, the filing fee of $1,717 was withdrawn. Copeland Law withdrew the sum of $1,910 for services rendered pre-petition. The balance retainer funds of $8,090 was placed in Copeland Law's trust account, later transferred to Scot Farthing. Copeland Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Scot S. Farthing, a partner at Scot S. Farthing, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Scot S. Farthing can be reached at: Scot S. Farthing, Esq. SCOT S. FARTHING, P.C. 107 Roanoke St. Christianburg, VA 24073 Tel: (540) 382-0333 About Altizer Properties & Investments, LLC Altizer Properties & Investments, LLC, is the owner of a certain commercial building and lots located at 2111 Third Street, Richlands, Virginia. It said that it intends to sell the property in bankruptcy, with the net proceeds from the sale to be used toward eliminating the debt owed by it to Grundy National Bank. Altizer Properties & Investments sought Chapter 11 protection (Bankr. W.D. Va. Case No. 19-71108) on Aug. 21, 2019. The Company was estimated to have less than $1 million in assets and liabilities. The Debtor tapped Copeland Law Firm, P.C., led by founding partner Robert Tayloe Copeland, as counsel. The Debtor hires Scot S. Farthing, P.C., as attorney to the Debtor, substituting Copeland Law Firm, P.C. AMERICAN EQUITY: S&P Rates Series A Perpetual Preferred Stock 'BB' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' debt rating to American Equity Investment Life Holding Co.'s (AEL) proposed issuance of fixed-rate reset noncumulative preferred stock, Series A. This preferred share rating is two notches below its 'BBB-' long-term issuer credit rating on AEL. The two-notch differential represents the subordination of the issue and the optional dividend deferability of the preferred shares. S&P expects the company to use the proceeds from these shares for general corporate purposes and to redeem eight series of subordinated debentures that do not qualify for equity content treatment under the rating agency's criteria. Specifically, S&P expects the following redemptions: -- American Equity Capital Trust III, maturity April 29, 2034 -- American Equity Capital Trust IV, maturity Jan. 8, 2034 -- American Equity Capital Trust VII, maturity Dec. 14, 2034 -- American Equity Capital Trust VIII, maturity Dec. 15, 2034 -- American Equity Capital Trust IX, maturity June 15, 2035 -- American Equity Capital Trust X, maturity Sept. 15, 2035 -- American Equity Capital Trust XI, maturity Dec. 15, 2035 -- American Equity Capital Trust XII, maturity April 7, 2036 S&P views these Series A preferred stock issues as having intermediate equity content for the purpose of its capital-adequacy calculations. Except if there is a rating agency or regulatory capital event, AEL has the option to redeem these preferred shares on or after Dec. 1, 2024. The regulatory capital event is triggered if there are developments in any regulatory group capital standard that would disqualify eligibility of capital treatment, such as National Association of Insurance Commissioners group capital standards. Likewise, at a minimum, capital instruments need to qualify as "eligible" regulatory capital for S&P to consider inclusion in the rating agency's total adjusted capital measure. Nevertheless, S&P views hybrids issued by U.S. insurance holding companies as not subject to prudential regulation. As of Sept. 30, 2019, AEL's financial leverage was about 15% (on reported equity) and 23% (excluding accumulated other comprehensive income). S&P expects AEL to maintain capital redundancy at the 'A' level, financial leverage below 30%, and adjusted fixed-charge coverage between 6x and 8x. Ratings List American Equity Investment Life Holding Co. Issuer Credit Rating BBB-/Stable/-- New Rating American Equity Investment Life Holding Co. Preferred Stock, Series A BB AMERICAN WORKERS: May Use Cash Collateral Thru Dec. 13 ------------------------------------------------------ Judge Mark X. Mullin, in an amended interim order, authorized American Workers Insurance Services, Inc., and Association Health Care Management, Inc., to use cash collateral through December 13, 2019 at 5 p.m. prevailing Central Time in the ordinary course of their businesses. The Court ruled that the Debtors will not use the commissions of Insurety Capital LLC, and must place those commissions into a segregated account at Comerica Bank. The Debtors will also send to Insurety reports reflecting all activity for each business day through the Debtors’ operations account at Comerica Bank. A copy of the Amended Interim Order is available from PacerMonitor.com free of charge at: https://is.gd/vgLgKI A final hearing will be held on Dec. 11, 2019 at 3 p.m. prevailing Central Time. About American Workers Insurance American Workers Insurance Services, Inc., is a health insurance agency in Rockwall, Texas. Association Health Care Management, Inc., doing business as Family Care, provides health care services. AHCM offers assistance, nursing, patient care, rehabilitation, and dental services. AWIS and AHCM sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-44208 and 19-44209) on Oct, 14, 2019 in Fort Worth, Texas. The petitions were signed by Harold Lyndon Brock, Jr., president of American Workers Insurance, and Landon Jordan, chief executive officer of Association Health Care. On the Petition Date, AWIS was estimated to have $50 million to $100 million in assets, and $10 million to $50 million in liabilities; AHCM was estimated to have between $50 million and $100 million in assets, and between $10 million and $50 million in liabilities. The Hon. Mark X. Mullin is the case judge for Debtor AWIS' case, and Hon. Edward L. Morris for Debtor AHCM's case. FORSHEY & PROSTOK, LLP, serves as counsel to both Debtors. AN ANGELS TOUCH: Selling 2001 Toyota Camry for $850K ---------------------------------------------------- An Angel's Touch, LLC, asks the U.S. Bankruptcy Court for the District of New Mexico to authorize the sale of its 2001 Toyota Camry, VIN JT2BF28K910307752, to Esperanza Hurst and David Parra for $850. On July 12, 2019, the Debtor filed Amended Schedules A/B and Statement of Financial Affairs, which, inter alia, disclosed it owned the Camry. The Camry has significant mileage, is of minimal value to the business, and is estimated to have an "average trade-in" value of $850 according to NADA Guides. There are two liens on the Camry, a first lien in favor of Mesa Financial, in the amount of $152,48 and a second lien by held by the New Mexico Taxation and Revenue Department ("NMTRD") in the amount of $1,045,682 for outstanding tax liabilities. By the Motion, the Debtor asks the Court's approval to sell the Camry to the Purchasers for a total amount of $850. The Debtor asks Court authority to sell the Camry free and clear of the liens of Mesa Financial and NMTRD, and any other unknown liens, claims, and interests, and that such liens, claims, and interests attach to the proceeds of the sale, and that the Debtor be authorized to pay Mesa Financial from the proceeds of the sale. The Debtor has possession of the vehicle Certificate of Title. However, to the extent necessary to consummate the transaction the Debtor asks that the Court authorizes the New Mexico Motor Vehicle Division of the New Mexico Taxation and Revenue Department to issue a new Certificate of Title in the names of the Purchasers. The proposed sale provides a reasonable and cost-effective alternative that will eliminate expenses the Debtor would otherwise incur in attempting to sell the Camry for an extended period of time. About An Angel's Touch An Angel's Touch LLC, which provides non-emergency transportation services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11394) on June 11, 2019. In the petition signed by its managing member, Nichole Jones, the Debtor was estimated to have assets of less than $500,000 and debt of $10 million. Judge Robert H. Jacobvitz is assigned to the case. Askew & Mazel, LLC, serves as the Debtor's counsel. BAR-S MACHINE: Seeks to Hire Allen Barnes as Attorney ----------------------------------------------------- Bar-S Machine, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Allen Barnes & Jones, PLC, as attorney to the Debtor. Bar-S Machine requires Allen Barnes to: a. provide the Debtor and Principal with legal advice with respect to the reorganization; b. represent the Debtor in connection with negotiations involving secured and unsecured creditors; c. represent the Debtor at hearings set by the Court in the bankruptcy case; and d. prepare necessary applications, motions, answers, orders, reports or other legal papers necessary to assist in the Debtor's reorganization. Allen Barnes will be paid at these hourly rates: Thomas H. Allen, Member $425 Hilary L. Barnes, Member $425 Michael A. Jones, Member $385 Philip J. Giles, Member $325 David B. Nelson, Associate $255 Cody D. Vandewerker, Associate $295 Legal Assistants and Law Clerks $115 to 195 Prior to the Petition Date, the Debtor paid Allen Barnes a retainer of $22,500. From the retainer, $14,751.50 was applied to pre-petition fees and costs, including the Chapter 11 filing fee. Allen Barnes is holding $7,748.50 in its IOLTA Trust Account for post-petition fees and costs. Allen Barnes will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas H. Allen, a partner at Allen Barnes & Jones, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Allen Barnes can be reached at: Thomas H. Allen, Esq. David B. Nelson, Esq. ALLEN BARNES & JONES, PLC 1850 N. Central Ave., Suite 1150 Phoenix, AZ 85004 Tel: (602) 256-6000 Fax: (602) 252-4712 E-mail: tallen@allenbarneslaw.com dnelson@allenbarneslaw.com About Bar-S Machine Robert Schaible founded Bar-S Machine Inc. in 1979. Bob structured the company with the intent to provide the Southwest region with a full-service manufacturing shop. By the end of August, the company reduced its workforce to the Schaible family for purposes of completing the last profitable orders, collecting outstanding receivables, and liquidating its assets through a Chapter 11 liquidation. Bar-S Machine Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-12864) on Oct. 8, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,001 and $1 million and liabilities of the same range. The case is assigned to Judge Madeleine C. Wanslee. The Debtor's legal counsel is Allen Barnes & Jones, PLC. BG WILLIAMS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: BG Williams Farms, LLC 4253 Cedar Crossing Road Uvalda, GA 30473 Business Description: B G Williams Farms, LLC is a privately held company in Uvalda, Georgia in the crop farming business. Chapter 11 Petition Date: November 13, 2019 Court: United States Bankruptcy Court Southern District of Georgia (Statesboro) Case No.: 19-60436 Judge: Hon. Edward J. Coleman III Debtor's Counsel: James L. Drake, Jr., Esq. JAMES L. DRAKE, JR. PC P.O. Box 9945 Savannah, GA 31412 Tel: 912-790-1533 E-mail: jdrake@drakefirmpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brett G. Williams, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/gasb19-60436.pdf BOULDER DENTISTRY: May Use Use Cash Collateral on Final Basis ------------------------------------------------------------- The Bankruptcy Court for the District of Colorado authorized Boulder Dentistry, P.C., to use cash collateral on a final basis, pursuant to a budget. The Debtor may continue the use of cash collateral by filing on notice a new budget for 6 month (or shorter) periods after the term of the Budget expires. The Nov. 14, 2019 hearing is vacated, Court document said. About Boulder Dentistry Boulder Dentistry, P.C., filed a voluntary Chapter 11 Petition (Bankr. D. Colo. Case No. 19-19126) on Oct. 22, 2019, and is represented by Aaron A. Garber, Esq. at WADSWORTH GARBER WARNER CONRARDY, P.C. BRADLEY INVESTMENTS: Committee Hires Blakeley LLP as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Bradley Investments, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Alabama to retain Blakeley LLP, counsel to the Committee. The Committee requires Blakeley LLP to: a. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' business, including the formulation of a plan of reorganization; b. advise the Committee as to its duties and powers; c. appear on behalf of the Committee at all meetings required under the guidelines of the OUST; d. assist the Committee with respect to the legal ramifications of any proposed financing, refinancing or sale of real or personal property; e. advise the Committee regarding its rights and duties in connection with leases and other agreements; f. prepare on behalf of the Committee necessary applications, answers, orders, reports and other legal papers; g. assist the Committee in complying with the requirements of the OUST; h. negotiate with holders of unsecured claims and to file objections to such claims, if necessary; i. assist the Committee in preparing and presenting to the Court a disclosure statement and plan of reorganization; j. obtain, and subject to Court approval, confirm a plan of reorganization; and k. perform other legal services as may be required in the interests of the creditors. Blakeley LLP will be paid at these hourly rates: Attorneys $195 to $275 Paraprofessionals $95 Blakeley LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald A. Clifford, partner of Blakeley LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Blakeley LLP can be reached at: Ronald A. Clifford, Esq. BLAKELEY LLP 18500 Von Karman Ave., Suite 530 Irvine, CA 92612 Tel: (949) 260-0611 Fax: (949) 260-0613 E-mail: RClifford@BlakeleyLLP.com About Bradley Investments Bradley Investments, Inc., which conducts business under the name Timbercreek Golf Club, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 19-12908) on Aug. 22, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Henry A. Callaway. The Debtor is represented by Irvin Grodsky, Esq., at Grodsky and Owens. On Sept. 19, 2019, the U.S. Bankruptcy Court for the Southern District of Alabama appointed an Official Committee of Unsecured Creditors. The Committee retained Blakeley LLP as counsel. BROOALEXA LLC: Unsecureds to Get 3.5% Over 5 Years -------------------------------------------------- Debtor BrooAlexa, LLC, filed with the U.S. Bankruptcy Court for the Southern District of West Virginia a disclosure statement and plan of reorganization. Unsecured Creditors in Class 3 will be paid a total of 3.5% of their claims over sixty months without interest. The Debtor will commence making its payments under the plan on the first day of the calendar month that follows the month in which the order continuing the plan is entered by the court. It will fund the plan payments from its sales and other income made in the ordinary course of its business. Payments and distributions under the Plan will be funded by the Debtor's income from all sources including, but not limited to, sales of personal property and $1,000 per month for 60 months for $68,700 payout. A full-text copy of the Disclosure Statement dated Oct. 31, 2019, is available at https://tinyurl.com/y4vcfbcw from PacerMonitor.com at no charge. About BrooAlexa LLC BrooAlexa, LLC, a construction company in Charleston, W.Va., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-20128) on March 27, 2019. At the time of the filing, the Debtor disclosed $25,352 in assets and $1,557,712 in liabilities. The case is assigned to Judge Frank W. Volk. Pepper & Nason is the Debtor's legal counsel. CAH ACQUISITION 12: Trustee Sets Bidding Procedures for All Assets ------------------------------------------------------------------ Thomas W. Waldrep, Jr., the duly appointed Chapter 11 Trustee in the case of CAH Acquisition Co. #12, LLC, doing business as Fairfax Community Hospital, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the bidding procedures in connection with the sale of all real property and associated personal property of the Debtor, at auction. The Hospital was classified as a Critical-Access Hospital by the Centers for Medicare and Medicaid Services prior to the Petition Date. It is situated in Osage County, Oklahoma, which lies co-terminus with the Osage Nation Reservation. Sherwood Partners, Inc. as the Trustee's Sales Agent, embarked on a marketing process for the Hospital and the hospitals owned by the Debtor Affiliates immediately upon its retention. The proposed Sale of the Hospital is consistent with the terms of the Amended Chapter 11 Plan of Orderly Liquidation, filed by the Trustee on Oct. 17, 2019, which 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 Sherwood and including the concurrent auction of the six other Debtor Affiliates, as defined in the Plan. As set forth, the Trustee proposes to sell the Transferred Assets to the highest bidder. Accordingly, he asks entry of the Bidding Procedures Order (i) approving the Bidding Procedures, (ii) approving the form and manner of notice of the Sale Procedures, and (iii) scheduling a final hearing to approve the sale of the Transferred Assets to the Successful Bidder free and clear of all liens, claims, interests, and encumbrances. In the Motion, the Debtor also asks entry of the Sale Order approving a sale of the Transferred Assets free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances attaching to the net proceeds of the sale. The Sale Order provides that the sale of the Transferred Assets will include the assumption and assignment to the Stalking Horse Bidder or the Successful Bidder of all the unexpired leases and other executory contracts designated by the Stalking Horse Bidder or the Successful Bidder for acquisition. The Trustee will have the right, consistent with the procedures, to sell substantially all of the assets of the Debtor's bankruptcy estate. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 12, 2019 at 5:00 p.m. (ET) b. Initial Bid: c. Deposit: 10% of the Bid amount d. Auction: If one or more timely Qualified Bids are received, an open auction for the Transferred Assets will be conducted on Dec. 19, 2019, commencing at 10:00 a.m. (ET) or such other time as the Trustee may announce. e. Bid Increments: Each Subsequent Bid at the Auction will provide net value to the estate in a minimum amount to be announced at or prior the Auction over the Starting Bid or the Leading Bid, as the case may be. f. Sale Hearing: Dec. 27, 2019 at 2:00 p.m. (ET) g. Sale Objection Deadline: Dec. 23, 2019 h. The Trustee intends to close the Sale(s) within 30 days after the Sale(s) is approved. Immediately after the completion of (a) the Auction and (b) the auctions of other individual CAH hospitals, as identified in the Plan ("Other Hospitals"), the Trustee will give certain Qualified Bidders the opportunity to group two or more hospitals for further bidding. For purposes of Further Bidding, the minimum bidding increment for any group of two or more hospitals will be 1% more than the sum of the highest bid of each individual hospital that comprises the group that is to be bid upon. On the next business day following the entry of the Bidding Procedures Order, the Trustee will serve a copy of the Bidding Procedures Order and a notice containing the date of the Auction, the Sale Hearing, and the deadline to file objections to the Sale upon all parties-in-interest. As part of the Sale, the Trustee asks authority to assume and assign the Assumed Contracts to the Successful Bidder. With respect to the Assumed Contracts, no later than one business day after entry of the Bidding Procedures Order, the Trustee will file with the Court and serve on each party to an Assumed Contract the Cure Notice. The Cure Objection Deadline is Dec. 23, 2019. By the Motion, the Trustee also asks that the Court approves the Sale of the Transferred Assets to the party submitting the Best Bid free and clear of all liens, claims, interests, and encumbrances. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Trustee asks that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at: https://tinyurl.com/uykvp74 About Fairfax Community Hospital CAH Acquisition Company 12, LLC, d/b/a Fairfax Community Hospital, is a Delaware limited liability company that owns a for-profit, 15-bed hospital at 40 Hospital Road, Fairfax, Oklahoma 74637. The Hospital offers a broad range of services including emergency, radiology, laboratory, inpatient care, rehabilitation services, respiratory therapy, and swing bed. CAH Acquisition Company 12 filed a voluntary Chapter 11 petition (Bankr. N.D. Okla. Case No. 19-10641) on April 1, 2019. The case is jointly administered along with six other critical access hospitals under the Chapter 11 case of CAH Acquisition Company #1, LLC d/b/a Washington County Hospital (Case No. 19-00730). The Hon. Joseph N. Callaway is the case judge. SPILMAN THOMAS & BATTLE, PLLC, is the Debtors' counsel. 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 case. Sherwood Partners, Inc., was appointed as sales agent to the Trustee on Oct. 23, 2019. CAH ACQUISITION 16: Trustee Sets Bidding Procedures for All Assets ------------------------------------------------------------------ Thomas W. Waldrep, Jr., the duly appointed Chapter 11 Trustee in the case of CAH Acquisition Co. 16, LLC, doing business as Haskell County Community Hospital, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the bidding procedures in connection with the sale of all real property and associated personal property of the Debtor, at auction. The Hospital is situated in Haskell County, North Carolina. It provides the following services: Emergency Room, Surgery, Radiology, Laboratory Services, Physical Rehabilitation, Acute Care, Nursing and Swing Beds Sherwood Partners, Inc. as the Trustee's Sales Agent, embarked on a marketing process for the Hospital and the hospitals owned by the Debtor Affiliates immediately upon its retention. The proposed Sale of the Hospital is consistent with the terms of the Amended Chapter 11 Plan of Orderly Liquidation, filed by the Trustee on Oct. 17, 2019, which 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 Sherwood and including the concurrent auction of the six other Debtor Affiliates, as defined in the Plan. As set forth, the Trustee proposes to sell the Transferred Assets to the highest bidder. Accordingly, he asks entry of the Bidding Procedures Order (i) approving the Bidding Procedures, (ii) approving the form and manner of notice of the Sale Procedures, and (iii) scheduling a final hearing to approve the sale of the Transferred Assets to the Successful Bidder free and clear of all liens, claims, interests, and encumbrances. In the Motion, the Debtor also asks entry of the Sale Order approving a sale of the Transferred Assets free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances attaching to the net proceeds of the sale. The Sale Order provides that the sale of the Transferred Assets will include the assumption and assignment to the Stalking Horse Bidder or the Successful Bidder of all the unexpired leases and other executory contracts designated by the Stalking Horse Bidder or the Successful Bidder for acquisition. The Trustee will have the right, consistent with the procedures, to sell substantially all of the assets of the Debtor's bankruptcy estate. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 12, 2019 at 5:00 p.m. (ET) b. Initial Bid: c. Deposit: 10% of the Bid amount d. Auction: If one or more timely Qualified Bids are received, an open auction for the Transferred Assets will be conducted on Dec. 19, 2019, commencing at 10:00 a.m. (ET) or such other time as the Trustee may announce. e. Bid Increments: Each Subsequent Bid at the Auction will provide net value to the estate in a minimum amount to be announced at or prior the Auction over the Starting Bid or the Leading Bid, as the case may be. f. Sale Hearing: Dec. 27, 2019 at 2:00 p.m. (ET) g. Sale Objection Deadline: Dec. 23, 2019 h. The Trustee intends to close the Sale(s) within 30 days after the Sale(s) is approved. Immediately after the completion of (a) the Auction and (b) the auctions of other individual CAH hospitals, as identified in the Plan ("Other Hospitals"), the Trustee will give certain Qualified Bidders the opportunity to group two or more hospitals for further bidding. For purposes of Further Bidding, the minimum bidding increment for any group of two or more hospitals will be 1% more than the sum of the highest bid of each individual hospital that comprises the group that is to be bid upon. On the next business day following the entry of the Bidding Procedures Order, the Trustee will serve a copy of the Bidding Procedures Order and a notice containing the date of the Auction, the Sale Hearing, and the deadline to file objections to the Sale upon all parties-in-interest. As part of the Sale, the Trustee asks authority to assume and assign the Assumed Contracts to the Successful Bidder. With respect to the Assumed Contracts, no later than one business day after entry of the Bidding Procedures Order, the Trustee will file with the Court and serve on each party to an Assumed Contract the Cure Notice. The Cure Objection Deadline is Dec. 23, 2019. By the Motion, the Trustee also asks that the Court approves the Sale of the Transferred Assets to the party submitting the Best Bid free and clear of all liens, claims, interests, and encumbrances. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Trustee asks that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Bidding Procedures attached to the Motion is available for free at https://tinyurl.com/yx4vps5o About Haskell County Community CAH Acquisition Company 16, LLC, is a Delaware limited liability company that owns a for-profit, 25-bed hospital 401 NW H Street, Stigler, Oklahoma 74462. The Hospital is classified a Critical Access Hospital by the Centers for Medicare and Medicaid Services. It is currently owned by two members, HMC/CAH Consolidated, Inc. and Health Acquisition Company, LLC. Prior to March 2017, the Debtor was wholly owned by HMC/CAH. On March 17, 2019, CAH Acquisition Company 16, LLC, d/b/a Haskell County Community Hospital, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. E.D.N.C. Case No. 19-01227-5). The case is jointly administered along with six other critical access hospitals under the Chapter 11 case of CAH Acquisition Company #1, LLC d/b/a Washington County Hospital, Case No. 19-00730-5-JNC. 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 case. Sherwood Partners, Inc., was appointed as Sales Agent to the Trustee on Oct. 23, 2019. CARTONI GROUP: Gets Interim OK to Use Centennial Bank Cash ---------------------------------------------------------- Judge Caryl E. Delano authorized Cartoni Group, LLC, to use cash collateral nunc pro tunc to the Petition Date. The Court ordered the Debtor to pay Centennial Bank monthly payments of $3,797.66 beginning Nov. 1, 2019 and on the first day of each month thereafter, as adequate protection. The Debtor will also pay Centennial $996.92 beginning Nov. 1, 2019 and on the first of the succeeding months, which amounts will be held in escrow to pay the Debtor's 2020 ad valorem taxes. Centennial Bank will have a replacement lien in the cash, including on cash generated postpetition. A copy of the Order is available at: https://is.gd/W5ojLX from PacerMonitor.com free of charge. About Cartoni Group Cartoni Group, LLC is a lessor of real estate in New Port Richey, Florida. The Company owns in fee simple two properties having an aggregate current value of $1,425,000. Cartoni Group sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-09576) on Oct. 9, 2019 in Tampa, Florida. In the petition signed by Richard K. Smith, managing member, the Debtor listed total assets at $1,499,000 and total liabilities: $1,053,781. BUDDY D. FORD, P.A., is the Debtor's counsel. CARTONI GROUP: Seeks to Hire Buddy D. Ford as Counsel ----------------------------------------------------- Cartoni Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A., as counsel to the Debtor. Cartoni Group requires Buddy D. Ford to: a. provide analysis of the financial situation and render advice and assistance to the Debtor in determining whether to file a petition under Title 11, United States Code; b. advise the Debtor with regard to the powers and duties of the Debtor in the continued operation of the business and management of the property of the estate; c. prepare and file the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. represent the Debtor at the Sec. 341 Creditor's meeting; e. give the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor in Possession in the continued operation of its business and management of its property; f. advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Guidelines and Reporting Requirements and with the rules of the Court; g. prepare, on behalf of the Debtor, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings; h. protect the interest of the Debtor in all matters pending before the court; i. represent the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. perform all other legal services for Debtor as Debtor-in- Possession which may be necessary. The firm's standard hourly rates are: Buddy D. Ford, Esq. $425 Sr. Associate Attorneys $375 Jr. Associate Attorneys $300 Paralegals $150 Jr. Paralegals $100 Prior to the commencement of the bankruptcy case, the Debtor paid Buddy D. Ford a retainer of $18,000. Buddy D. Ford will also be reimbursed for reasonable out-of-pocket expenses incurred. Buddy D. Ford, partner of Buddy D. Ford, P.A., attests that his firm represents no interest adverse to Debtor or the estate in matters upon which it is to be engaged. The firm can be reached through: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@TampaEsq.com About Cartoni Group Cartoni Group, LLC, is a lessor of real estate in New Port Richey, Fla. It owns in fee simple two properties having an aggregate current value of $1.425 million. Cartoni Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09576) on Oct. 9, 2019. At the time of the filing, the Debtor disclosed $1,499,000 in assets and $1,053,781 in liabilities. The case is assigned to Judge Caryl E. Delano. The Debtor tapped Buddy D. Ford, P.A., as its legal counsel. CATHLEEN STACY: $451K Sale of Sea Isle City Property Approved ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Cathleen Stacy's sale of the real property owned jointly by the Estate of Edward Leyden, Sr. and herself, located at 3612 Landis Avenue, Unit A, Sea Isle City, New Jersey, to Edward Leyden, Jr., for $451,000, free and clear of all liens, pursuant to the terms of the Agreement of Sale. The proceeds will be distributed to all mortgages, taxes, and other unavoidable liens against the Property, and any additional settlement costs chargeable to the Sellers, including a commission of 3% to the broker, Long & Foster, any remainder payable to the Estate. The title clerk will email a completed HUD-l or settlement sheet from the closing directly to the counsel for the Estate, Robert Lab: at bob@lohrandassociates.com, and the Debtor's counsel David A. Scholl, at judgescholl@gmailcom, immediately upon the close of the settlement, and the said counsel will promptly notify the title company of their approval or objections to the sums to be disbursed. Upon both the counsel's approval, the title clerk will send the disbursement check to the Estate's counsel by traceable mail. The case is In re Cathleen L. Stacy (Bankr. E.D. Pa. Case No. 19-1053). CDT DE SAN SEBASTIAN: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: CDT De San Sebastian Inc. d/b/a Centro De Medicina & Cirugia Ambulatoria De San Sebastian PO Box 1663 San Sebastian, PR 00685 Business Description: CDT De San Sebastian Inc., a tax-exempt entity (as described in 26 U.S.C. Section 501), operates an outpatient care center in Puerto, Rico. Chapter 11 Petition Date: November 13, 2019 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 19-06636 Judge: Hon. Brian K. Tester Debtor's Counsel: Jose Ramon Cintron, Esq. LAW OFFICE OF JOSE R CINTRON ESQ 605 Calle Condado, Suite 602 San Juan, PR 00907 Tel: 787 725-4027 Fax: 787-725-1709 E-mail: jrcintron@prtc.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eduardo Rodriguez MD, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/prb19-06636_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/prb19-06636.pdf CHANGTEL SOLUTIONS: Chapter 15 Case Summary ------------------------------------------- Chapter 15 Debtor: Changtel Solutions UK Limited 4th Floor Toronto Square, Toronto Street Leeds, West Yorkshire LS1 2HJ England Business Description: Changtel Solutions UK Limited manufactures and sells computer systems and software. Chapter 15 Petition Date: November 12, 2019 Court: United States Bankruptcy Court Southern District of Florida (Miami) Chapter 15 Case No.: 19-25248 Judge: Hon. Robert A. Mark Foreign Representatives: Julie Anne Palmer, Esq. c/o Amanda E. Finley, Esq. SEQUOR LAW 1111 Brickell Avenue Miami, FL 33131 Tel: 305-372-8282 - and - Nicholas Edward Reed, Esq. c/o Amanda E. Finley, Esq. SEQUOR LAW 1111 Brickell Avenue, Suite 1250 Miami, FL 33131 Foreign Representatives' Counsel: Amanda E. Finley, Esq. SEQUOR LAW, P.A. 1111 Brickell Drive, Suite 1250 Miami, FL 33131 Tel: 305-372-8282 E-mail: afinley@sequorlaw.com - and - Leyza F. Blanco, Esq. SEQUOR LAW, P.A. 1001 Brickel Bay Drive, 9th Floor Miami, FL 33131 Tel: (305) 372-8282 E-mail: lblanco@sequorlaw.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb19-25248.pdf CHEESEBOY LLC: Gets Interim Cash Access Thru Dec. 18 ---------------------------------------------------- The Bankruptcy Court authorized, on an interim basis, Cheeseboy, LLC to use cash collateral through Dec. 18, 2019, on which date the Court will continue hearing on the cash collateral request at 12 p.m. in Springfield. A copy of the Order is available for free from PacerMonitor.com at: https://is.gd/8LiydY The Debtor sought access to cash collateral generated from the lease income on its real property, in order to be able to maintain the property, to pay real estate taxes and municipal charges, condominium fees, as well as make adequate protection payments. The Debtor has proposed to make adequate protection payments to DCR Mortgage 7 Sub 1, LLC, for $4,104.06. DCR holds a first mortgage and collateral assignment of leases and rents on the Debtor's real estate securing a loan made pre-petition. About Cheeseboy LLC Cheeseboy, LLC, owns a commercial real estate in Great Barrington, Massachusetts. Cheeseboy, LLC, sought Chapter 11 protection (Bankr. D. Mass. Case No. 19-30675) on Aug. 27, 2019. The case is assigned to Judge Elizabeth D. Katz. SHATZ, SCHWARTZ & FENTIN, P.C., represents the Debtor. CHILDREN FIRST: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Children First Consultants, Inc. 5246 SW 8th Street, Suite 208-D Miami, FL 33134 Business Description: Children First Consultants Inc. is a mental health services provider in Miami, Florida. Chapter 11 Petition Date: November 13, 2019 Court: United States Bankruptcy Court Southern District of Florida (Miami) Case No.: 19-25286 Judge: Hon. Robert A Mark Debtor's Counsel: Jacqueline Calderin, Esq. AGENTIS PLLC 55 Alhambra Plaza, Suite 800 Miami, FL 33131 Tel: 305.722.2002 Fax: 305.722.2001 Email: jc@agentislaw.com - and - Nicole Grimal Helmstetter, Esq. AGENTIS PLLC 55 Alhambra Plaza, Suite 800 Coral Gables, FL 33134 Tel: (305) 722-2002 Email: ngh@agentislaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sofia Aneas, director. 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/flsb19-25286.pdf COMPLETE DISTRIBUTION: Webster Capital Objects to Plan Disclosures ------------------------------------------------------------------ Webster Capital Finance, Inc., the holder of an allowed secured claim against the Debtor Complete Distribution Services, Inc., objects to the Debtor's Amended Disclosure Statement dated Oct. 24, 2019. The Debtor is indebted to Webster Capital as evidenced by that certain Master Loan and Security Agreement No 70602 dated Aug. 26, 2015, and Loan Schedule dated Aug. 28, 2015, in the original amount of $152,294.76, both documents being executed by the Debtor and payable to Webster Capital. Webster Capital alleges that the replacement value of the Collateral, as of the effective date of the amended Chapter 11 Plan, is at least $65,600. Webster Capital's claim should, therefore, be paid as a secured claim in the amount of $65,600 at the default rate of interest of 18%, minus the total of adequate protection payments made before the effective date of the amended Chapter 11 Plan. According to Webster, the Debtor's proposed payment schedule would stretch payments beyond the Collateral's useable life and would, therefore, leave Webster Capital without adequate protection of its security interest during most of the proposed payment schedule during which the Collateral's value will be essentially eliminated. The Disclosure Statement and the Chapter 11 Plan fail to explain why the Debtors used the $27,107 figure from its schedules instead of the figure embodied in an order of the Court. Webster Capital objects to the Amended Disclosure Statement for lack of adequate information regarding unauthorized and undisclosed changes to the valuation of the Collateral and Webster Capital's secured claim. A full-text copy of the objection dated Oct. 31, 2019, is available at https://tinyurl.com/yxzp55s4 from PacerMonitor.com at no charge. Webster Capital is represented by: Evan S. Goldstein UPDIKE, KELLY & SPELLACY, P.C. 100 Pearl Street, 17th Floor PO Box 231277 Hartford, CT 06123 Tel: (860) 548-2600 Fax: (860) 548-2680 E-mail: egoldstein@uks.com About Complete Distribution Services Complete Distribution Services, Inc., doing business as Complete Trailer Leasing, is a diversified shipping service company, providing short and long-haul support, including transportation, customer support, and logistics. The Company offers local dispatch at its El Paso, Texas, facility to meet its customers' needs. Complete Distribution Services sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 18-31995) on Nov. 29, 2018. In the petition signed by Salvador A. Herrera, president, the Debtor disclosed $2,784,801 in total assets and $8,049,386 in total debt. The Hon. Christopher H. Mott is the case judge. E.P. Bud Kirk is the Debtor's counsel. COMSALE GROUP: Chapter 15 Case Summary -------------------------------------- Lead Debtor: Comsale Group, Inc. 18b-3200 Dufferin Street Toronto, Ontario M6A 0A1 Canada Business Description: Comsale -- http://www.comsale.com/-- offers refurbished desktop and laptop computers, as well as electronic accessories. Since 2000, the Company has been providing IT solutions to clients around the globe for the retail, distribution, government, health, education, and consumer sectors. Foreign Proceeding: No. CV-19-630501-00CL (Superior Court of Justice (Commercial List))(Ontario) Chapter 15 Petition Date: November 13, 2019 Court: United States. Bankruptcy Court Southern District of New York (Manhattan) Three affiliates that concurrently filed voluntary petitions seeking relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Comsale Group, Inc. (Lead Case) 19-13625 Comsale Computer Inc. 19-13627 Comsale Inc. 19-13628 Judge: Hon. James L. Garrity Jr. Foreign Representative: Grant Thorntorn Limited 200 King St. W., 11th Floor Toronto, Ontario M5H 3T4 Canada Foreign Representative's Counsel: Robert H. Trust, Esq. Penelope J. Jensen, Esq. Christopher J. Hunker, Esq. LINKLATERS LLP 1345 Avenue of the Americas York, NY 10105 Tel: 212-903-9000 Fax: 212-903-9100 E-mail: robert.trust@linklaters.com penelope.jensen@linklaters.com christopher.hunker@linklaters.com - and - D.J. Miller, Esq. Rachel Bengino, Esq. THORNTON GROUT FINNIGAN LLP 100 Wellington St. West Suite 3200, Canada Pacific Tower Toronto (Ontario), Canada M5K 1K7 Tel: (416) 304-1616 Fax: (416) 304-1313 E-mail: djmiller@tgf.ca rbengino@tgf.ca Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of Comsale Group's petition is available for free at: http://bankrupt.com/misc/nysb19-13625.pdf COUNTRY MORNING FARMS: Court Amends Final Cash Order ---------------------------------------------------- The Bankruptcy Court authorized Country Morning Farm, Inc., to use cash collateral through Nov. 14, 2019 consistent with the Extended Cash Collateral Budget through Nov. 14, 2019, pursuant to an interim order extending the final cash collateral order. The Debtor may prepay or make advance deposits to vendors towards expenditures in the Extended Cash Collateral Budget for up to $5,000 monthly. A copy of the Interim Order is available at https://is.gd/YyCjgW from PacerMonitor.com free of charge. About Country Morning Farms Country Morning Farms, Inc., is a privately held company in the cattle ranching and farming business. Country Morning Farms grows its own feeds, milk its own cows, and delivers fresh dairy products to its customers. Country Morning Farms filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 19-00478) on March 1, 2019. The petition was signed by Robert Gilbert, vice president. The case is assigned to Judge Frederick P. Corbit. The Debtor is represented by siam L. Hames, Esq. at Hames, Anderson, Whitlow & O'Leary. At the time of filing, the Debtor disclosed $6,421,269 in assets and $10,586,970 in liabilities. Gregory Garvin, acting U.S. trustee for Region 18, on April 2, 2019, appointed two creditors to serve on an official committee of unsecured creditors. COUNTRY MORNING: Final Cash Order Extended to Nov. 14 ----------------------------------------------------- Judge Frederick P. Corbit authorized Country Morning Farms Cattle, LLC, to use cash collateral through Nov. 14, 2019 pursuant to an interim order extending Final Cash Collateral Order. The Court ruled that the Debtor may prepay or make advance deposits to vendors for expenditures in the Extended Cash Collateral Budget for up to $5,000 monthly. A copy of the Interim Order is available at https://is.gd/YyCjgW from PacerMonitor.com free of charge. About Country Morning Farms Cattle Country Morning Farms Cattle, LLC, is a privately held company that operates a dairy product manufacturing business. Country Morning Farms Cattle sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 19-00479) on March 1, 2019. At the time of the filing, the Debtor disclosed $16,774,453 in assets and $11,183,292 in liabilities. The case is assigned to Judge Frederick P. Corbit. Bailey & Busey LLC is the Debtor's legal counsel. CROSSROADS HEALTH: Seeks to Hire Margaret M. McClure as Counsel --------------------------------------------------------------- Crossroads Health Center, P.L.L.C., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Office of Margaret M. McClure, as counsel to the Debtor. Margaret M. McClure 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. Margaret M. McClure will be paid at these hourly rates: Attorneys $400 Paralegals $150 A retainer of $25,000 was paid to Margaret M. McClure on Sept. 23, 2019, by Dr. Sanjeev Bhatia, the Debtor's General Partner. Of the retainer, the amount of $4,877.40 has been earned by Margaret M. McClure prepetition, leaving a remaining retainer balance of $20,122.60. The retainer balance consists of $1,717 for the filing fee and $18,405.60. Margaret M. McClure will also be reimbursed for reasonable out-of-pocket expenses incurred. Margaret Maxwell McClure, a partner at the Law Office of Margaret M. McClure, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Margaret McClure can be reached at: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: (713) 659-1333 Fax: (713) 658-0334 E-mail: margaret@mmmcclurelaw.com About Crossroads Health Center Crossroads Health Center, P.L.L.C., owns and operates an internal medicine clinic in Victoria, Texas. Crossroads Health Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35441) on Sept. 29, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Eduardo V. Rodriguez. The Debtor tapped the Law Office of Margaret M. McClure as its legal counsel. CSG SYSTEMS: Moody's Raises CFR to Ba2, Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded CSG Systems International, Inc. Corporate Family Rating to Ba2 from Ba3 and its Probability of Default Rating to Ba2-PD from Ba3-PD. Moody's also affirmed the company's Ba1 rating on the senior secured credit facilities, which consist of a $150 million term loan maturing 2023 and a $200 million revolver maturing 2023. Moody's maintained CSG's Speculative Grade Liquidity rating at SGL-1. The outlook remains stable. Upgrades: Issuer: CSG Systems International, Inc. Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Corporate Family Rating, Upgraded to Ba2 from Ba3 Outlook Actions: Issuer: CSG Systems International, Inc. Outlook, Remains Stable Affirmations: Issuer: CSG Systems International, Inc. Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2) RATINGS RATIONALE The CFR upgrade reflects CSG's growing scale and stable leading position in the North American cable and direct broadcast satellite billing and customer management services market. CSG has steadily grown its annual revenue base towards $1 billion and continues to increase the proportion of recurring product segments. About 90% of revenue is recurring and based on 4-5 year contracts with roughly 95% renewal rates. Despite a strong reliance on its largest customers, CSG has been able to grow organic revenue in the low single-digit percentage range over the last several years. The company has proven its resilience to the digital disruption that its pay-TV customer base has experienced over the last 5 years, with the accelerating reduction in video subscribers offset by data customer gains. Moody's expects management will continue to exercise a balanced financial strategy with leverage sustained at current levels, or under 3x (Moody's adjusted) in the event of a large strategic transaction. Moody's expects CSG will continue to expand its capabilities through small tuck-in M&A targets, which will be mostly financed with free cash flow. The credit profile is constrained by high client and market concentration. CSG's top 3 customers comprise approximately 51% of revenue (Moody's estimate) and operate mainly in the cable and DBS markets in North America. CSG also has low geographic diversity with roughly 87% of revenue derived from the Americas (mostly the US). Growth and profitability prospects are limited by a consolidating pay-TV market, negotiating leverage of CSG's large customers and competitive international markets, which limits upward pressure on the rating. The ratings reflect Moody's expectation that CSG will continue to renew its largest contracts, in particular the Comcast agreement expiring in 2020 (the current contract has an additional 1-year extension option). The ratings for CSG's debt instruments reflect both the overall probability of default of CSG, to which Moody's has assigned a PDR of Ba2-PD, and an average family loss given default assessment. The senior secured first lien credit facility is rated Ba1 (LGD2) one notch above the corporate family rating. The senior secured facilities benefit from the cushion from the $230 million senior subordinated convertible notes (unrated), which rank lower in the capital structure. Moody's has limited this benefit due to the risk of potential changes to the capital structure associated with the redemption or refinancing of the convertible debt. The senior secured instrument ratings could be pressured if the convertible notes are redeemed or the proportion of secured debt increases. The SGL-1 Speculative Grade Liquidity rating reflects Moody's view that the company will maintain very good liquidity relative to its funding requirements over the next 12-18 months. Liquidity is supported by a cash and short-term investments balance of $172 million as of September 2019. Moody's expects that annual cash from operations of at least $150 million (Moody's adjusted) will be more than sufficient to cover capital expenditures around $50-60 million (Moody's adjusted) and the $29 million of dividends. CSG also has an undrawn $200 million revolving credit facility, which matures in March 2023. The interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, cannot be less than 2x. In addition, the company's total leverage, as defined by its total debt/EBITDA ratio cannot be greater than 4x at any time and the first-lien leverage ratio cannot exceed 2.5x at any time (all covenant metrics per the Credit Agreement definition). Moody's expects CSG will be well in compliance with its covenants for at least the next twelve months. The stable outlook reflects Moody's expectation that CSG will produce low single-digit percent organic revenue growth over the next 12-18 months. Moody's anticipates that leverage will remain stable at roughly 2x (Moody's adjusted) over the next 12-18 months, as modest revenue growth and minimal debt amortization will likely be offset by weaker margins resulting from the renewal of Comcast's contract, which is expected to be completed over the next 12-18 months. The ratings could be upgraded if Moody's expects 1) organic revenue growth above mid single-digits, evidencing market share gains or successful expansion into new markets; 2) increased scale and market diversification result in materially lower customer concentration; 3) debt/EBITDA (Moody's adjusted) below 1.25x; 4) sustained improvements in profitability and free cash flow, with operating margins (Moody's adjusted) stabilizing in the upper 10s percent and free cash flow to debt above 20%; and 5) prudent financial policies and very good liquidity. The ratings could be downgraded if Moody's expects 1) organic revenue declines due to client losses or large contract renewals at unfavorable terms, signaling a weakening competitive position; 2) debt/EBITDA (Moody's adjusted) sustained above 3x; 3) profitability declines with operating margin (Moody's adjusted) trending towards 10% or free cash flow to debt (Moody's adjusted including dividends) sustained below 15%; or 4) liquidity deterioration. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CSG Systems International, Inc., based in Greenwood Village, Colorado, is a leader in revenue management, digital monetization and customer experience solutions for North American cable television, satellite and internet service providers with an international presence in communications, media and entertainment companies around the globe. CULTIVATION STATION: Plan & Disclosure Due Feb. 4, 2020 ------------------------------------------------------- To expedite the reorganization of debtor Cultivation Station, Inc., Judge Mari L. Oxholm of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, on Oct. 31, 2019 established the following dates and deadlines: * Dec. 2, 2019, is the deadline for the Debtor to file motions. This is also the deadline to file all unfiled overdue tax returns; * Jan. 3, 2020, is the deadline for parties to request the Debtor to include any information in the disclosure statement; * Feb. 4, 2020, is the deadline for the Debtor to file a Combined Plan and Disclosure Statement; * March 19, 2020, is the hearing on objections to final approval of the disclosure statement and confirmation of the Plan. A full-text copy of the order dated October 31, 2019, is available at https://tinyurl.com/yyan2syk from PacerMonitor.com at no charge. About Cultivation Station The Cultivation Station Inc., a Michigan corporation formed in 2010, with principal place of business at 22520 Rosedale, St. Clair Shores, Michigan, operates three retail locations for gardening supplies. Robert Diefenderfer is the owner and the president of the Company. The Cultivation Station sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 19-53993) on Oct. 1, 2019 in Detroit, Michigan. DARNELL, PLLC, serves as the Debtor's counsel. DADONG CATERING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: DaDong Catering LLC d/b/a DaDong NY 3 Bryant Park (120 W. 42nd St.) New York, NY 10036-6501 Business Description: DaDong Catering LLC, doing business as DaDong NY, is a Chinese restaurant owned by influential chef, DaDong. DaDong is famous for his roast peking duck, which is a main feature in the New York City restaurant. In addition, a full menu of Chef Dong's refined Chinese offerings are served, such as the braised sea cucumber, snowflake wagyu with sichuan preserved vegetables, braised abalone with white truffle, and white chocolate with cream cheese. Visit http://www.dadongny.comfor more information. Chapter 11 Petition Date: November 13, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-13629 Debtor's Counsel: Steven Wirth, Esq. AKERMAN LLP 401 E. Jackson St., Suite 1700 Tampa, FL 33602 Tel: 813-223-7333 Email: steven.wirth@akerman.com Debtor's Auctioneer: MOECKER AUCTIONS Total Assets: $22,524,208 Total Liabilities: $4,183,440 The petition was signed by Xiaozhe Liu, CEO and managing member of Genesis Brand Management. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-13629.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. 3 BP Property Owner LLC Landlord and $2,218,112 PO Box 781998 Tenant Judgment Philadelphia, PA 19178-1998 Mitchell D. Haddad, Esq. Tel: 212-643-7000 2. All Season Hospitality Supplier $54,992 12 Breiderhoft Rd Kearny, NJ 07032 3. American Express Credit Card $56,870 P.O. Box 1270 Newark, NJ 07101-1270 Meyers, Saxon & Cole Tel: 718-339-3330 Email: rsaxongolf@gmail.com 4. Asian Bok Choy, Inc. Supplier $21,779 969 Grand St Brooklyn, NY 11211 5. Baring Industries, Inc. $320,356 3249 SW 42nd Street Ft. Fort Lauderdale, FL 33312 Ross Goldstein 6. Done Right Hood & Services $34,213 Fire Safety P.O Box 100772 Brooklyn, NY 11210 Relin, Goldstein & Crane, LLP 7. F. Rozzo & Sons Supplier $21,387 159 Ninth Ave New York, NY 10011 8. Gotham Seafood Corporation Supplier $28,867 542 West 29th Street New York, NY 10001 9. HNY Consulting Services $50,000 Engineers, LLC PO Box 785566 Philadelphia, PA 19178-5566 10. JDB Market Corp Supplier $15,999 dba John's Mar 25-20 50th Ave Long Island City, NY 11101 Don L. Hochler, P.C. 11. Jia Law Group Legal Services $21,276 225 Broadway, 17th Floor New York, NY 10007 12. KOP KG One LLC Retainer to $50,000 750 Lexington Ave Akerman LLP New York, NY 10022 13. NY City Department Tax Warrant $92,111 of Finance P.O. Box 2307 New York, NY 10272-2307 14. NYS Dept of Tax Warrant $389,362 Taxation & Finance Civil Enforcement – Region 4A Albany, NY 12227-0001 15. Pat Lafrieda Meat Purveyors Supplier $22,790 3701 Tonnelle Ave North Bergen, NJ 07047 16. Prager Metis CPAs, LLC Accounting $41,000 14 Penn Plaza Services Suite #1800 New York, NY 10122 17. The Lobster Place Inc. Supplier $18,520 75 9th Ave New York, NY 10011 18. Transel Elevator and Electric $158,169 P.O. Box 71241 Philadelphia, PA 19176 Stuart S. Zisholtz, Esq. 19. True World Foods Supplier $33,365 New York LLC 32-34 Papetti Plaza Elizabeth, NJ 07206 Pragna Parikh, Esq. Tel: 631-499-5400 20. US Foods Supplier $17,996 1051 Amboy Ave Perth Amboy, NJ 08861 DAIRY FARMERS: Moody's Affirms Ba1 Preferred Stock Rating --------------------------------------------------------- Moody's Investors Service affirmed all ratings for Dairy Farmers of America, Inc. and changed its rating outlook to negative from stable. Moody's cited the Chapter 11 bankruptcy filing of Dean Foods Company (Ca negative) as a credit negative to DFA's business as it will cause near term uncertainty and disruption to DFA's fluid milk sales. Dean is an important customer to DFA as it provides a material outlet for approximately 20 percent of DFA members' milk. Additionally, DFA could find it in the cooperative's best interests to acquire certain assets from Dean in order to help maintain an important outlet for its members' milk. The negative outlook reflects Moody's expectation that DFA's operating performance will be negatively impacted over the next year due to this disruption, and that financial leverage could increase should it decide to acquire any Dean assets. Ratings affirmed for Dairy Farmers of America, Inc: Senior Unsecured Notes at Baa2; Preferred Stock at Ba1; Commercial Paper at Prime-2. The outlook on all ratings was changed to negative from stable. RATINGS RATIONALE DFA's Baa2 rating is supported by its position as the largest farmer-owned dairy marketing cooperative in the United States. DFA and its members benefit from the cooperative's significant network of owned and affiliated processors and food & beverage manufacturers that provide stable outlets for members' milk. DFA's cooperative structure provides important financial flexibility that in a stress scenario and on an infrequent basis would allow the cooperative to quickly improve cash flow through adjustments in milk payments to dairy farmers. Recent positive changes to the company's equity capital plan has enhanced its liquidity position. Notwithstanding this flexibility, the company must maintain a relatively conservative financial profile in order to successfully manage the earnings volatility that is inherent in its value-added and affiliate businesses due to fluctuations in milk input costs. DFA's credit profile also is constrained by the underlying low-margin, commodity nature of the core fluid milk business that represents approximately 70% of sales and 5% of EBITDA. The negative outlook reflects Moody's expectation that DFA's operating performance will be negatively impacted and that financial leverage may increase as a result of Dean's bankruptcy filing. In recent years, DFA completed several transactions that expanded its production capacity in value-added products such as cheese, cream, butter, seasoning, and premium dairy- and non-dairy-based beverages. These investments provided additional outlets for its members' milk and improved the company's product mix toward higher margin business. However, the pace of acquisitions and financial strategy related to this activity also has increased debt and financial leverage, which Moody's sees as a corporate governance negative and over time has weakened its overall credit profile. Ratings could be downgraded if there is significant earnings deterioration in the company's businesses, a shift in industry fundamentals weakens the company's core business model, or if the company makes additional major debt-financed acquisitions that cause financial leverage to rise materially. Quantitatively, if debt to EBITDA is sustained above 3.5 times, or retained cash flow to net debt falls below 20 percent, a downgrade could occur. Ratings could be upgraded if DFA sustains stable operating performance and moderates its pace of debt-financed capital investments. Quantitatively, ratings could be upgraded if debt to EBITDA is sustained below 2.5 times, and retained cash flow to net debt is sustained above 25 percent. Dairy Farmers of America, Inc., headquartered in Kansas City, Kansas, is the leading US national milk marketing cooperative. It is owned by and serves more than 14,000 dairy farmer members representing more than 8,000 dairy farms in 48 states. The principal methodology used in these ratings was Protein and Agriculture published in May 2019. DESTINY PETROLEUM: Court Confirms Reorganization Plan ----------------------------------------------------- On Oct. 30, 2019, Judge Sarah A. Hall of the U.S. Bankruptcy Court for the Western District of Oklahoma convened a hearing on Chapter 11 Plan of Reorganization and Disclosure Statement. No responses to final approval of the Disclosure Statement or confirmation of the Plan were filed by parties-in-interest. Accordingly, Judge Hall, on Oct. 31, 2019, approved the Disclosure Statement and confirmed the Plan. A full-text copy of the order dated Oct. 31, 2019, is available at https://tinyurl.com/yxv93ueu from PacerMonitor.com at no charge. Under the Plan, holders of unsecured claims will each receive the full amount of their claims paid over 19 quarterly payments, the first to occur three months after the Effective Date and the last to occur by July 1, 2025, including post-Effective Date interest at a rate of 5.0% per annum. A full-text copy of the Disclosure Statement dated Aug. 5, 2019, is available at https://tinyurl.com/y6kquuqf from PacerMonitor.com at no charge. The Debtor is represented by: Clayton D. Ketter, OBA PHILLIPS MURRAH P.C. Corporate Tower, 13th Floor 101 North Robinson Avenue Oklahoma City, OK 73102 Tel: (405) 235-4100 Fax: (405) 235-4133 E-mail: cdketter@phillipsmurrah.com About Destiny Petroleum Destiny Petroleum -- https://destinypetro.com/ -- is an independent oil and gas exploration and development company headquartered in Edmond, Oklahoma, and operating in Mississippi Lime sweet spots across Southern Kansas and Northern Oklahoma. Established and founded in 2015, Destiny Petroleum was incorporated and began land acquisition, technical subsurface studies and field development activities in early 2016. Destiny Petroleum LLC, based in Oklahoma City, OK, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 19-10412) on Feb. 6, 2019. In the petition signed by CEO Emad Elrafie, the Debtor was estimated $1 million to $10 million in both assets and liabilities. The Hon. Sarah A. Hall oversees the case. Clayton D. Ketter, Esq., at Phillips Murrah P.C., serves as bankruptcy counsel to the Debtor. DIEFENDERFER FAMILY: Plan & Disclosures Due February 4, 2020 ------------------------------------------------------------ On Oct. 31, 2019, Judge Maria L. Oxholm of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, established the following dates and deadlines to expedite the reorganization of debtor Diefenderfer Family Holdings, LLC: * Dec. 2, 2019, is the deadline for the debtor to file motions. This is also the deadline to file all unfiled overdue tax returns. * Jan. 3, 2020, is the deadline for parties to request the debtor to include any information in the disclosure statement. * Feb. 4, 2020, is the deadline for the debtor to file a combined plan and disclosure statement. * March 19, 2020, at 11:00 a.m., is the hearing on objections to final approval of the disclosure statement and confirmation of the plan to be held in Room 1875, 211 W. Fort Street, Detroit, Michigan. A full-text copy of the order dated Oct. 31, 2019, is available at https://tinyurl.com/y3hdlles from PacerMonitor.com at no charge. Diefenderfer Family Holdings, LLC, sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 19-54007) on Oct. 1, 2019. DARNELL, PLLC, led by Donald C. Darnell, Esq., is the Debtor's counsel. ED3 CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: ED3 Consultants, Inc. d/b/a E.S. Tech, Inc. and ED3CM (construction management division) d/b/a ED3 A, LLC (architectural division) 6000 Town Center Blvd., Suite 155 Canonsburg, PA 15317 Business Description: ED3 Consultants, Inc. provides consulting services to both the public and private sectors. Chapter 11 Petition Date: November 14, 2019 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Case No.: 19-24455 Judge: Hon. Thomas P. Agresti Debtor's Counsel: Guy C. Fustine, Esq. KNOX MCLAUGHLIN GORNALL & SENNETT, P.C. 120 West Tenth Street Erie, PA 16501 Tel: 814-459-2800 E-mail: mwernick@kmgslaw.com gfustine@kmgslaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Denise L. Palmer, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb19-24455.pdf EL PASO FREIGHT: Unsecureds Get $250,000 Plus Interest in 5 Years ----------------------------------------------------------------- Debtor El Paso Freight Services, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas, El Paso Division, plan of reorganization and disclosure statement. The Plan is based on the future income generated by EPF which is the sole source of monthly revenue for payment of allowed claims under the Plan. The Plan also provides for contributions by EPF's members to satisfy the absolute priority rule. EPF proposes to pay a total of $250,000 to general unsecured claims in Class 31. EPF will disburse the $250,000 to the general unsecured claims over five years with interest at 5.00%. Monthly payments in the total amount of $4,686 will be made beginning on the Effective Date with like payments to be on the 15th day of each succeeding month until the total of $250,000 with interest is paid. All payments will be shared pro rata amongst the Class 31 creditors. Equity Holders (Class 2) are EPF's President Halimi Barrueta who owns 50% and its Vice-President Rogelio Tijerina who owns the other 50%. Barrueta and Tijerina will retain their equity interest in EPF. EPF believes that the Estate will generate sufficient future income to fund the obligations under the proposed Plan and that no further reorganization proceedings are likely. A full-text copy of the Disclosure Statement dated Oct. 31, 2019, is available at https://tinyurl.com/y35av3t4 from PacerMonitor.com at no charge. The Debtor is represented by: Carlos A. Miranda, Esq. Carlos G. Maldonado, Esq. MIRANDA & MALDONADO, P.C. 5915 Silver Springs, Bldg. 7 El Paso, Texas 79912 Tel: (915) 587-5000 Fax: (915) 587-5001 E-mail: cmiranda@eptxlawyers.com cmaldonado@@eptxlawyers.com About El Paso Freight Services El Paso Freight Services, Inc. -- https://www.elpasofreight.com/ -- is a privately-owned company specializing in flatbed transportation. It was established in April 2007 and is based in El Paso, Texas. El Paso Freight Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-30446) on March 15, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge H. Christopher Mott. Miranda & Maldonado, P.C., is the Debtor's legal counsel. EMERGE ENERGY: Unsecureds to Get 5% of New LP Interests ------------------------------------------------------- Emerge Energy Services LP and its affiliates filed a Second Amended Plan of Reorganization which provides that: * Holders of prepetition notes with an allowed claim of $208,512,308 plus interest (Class 5) will receive, if Class 6 unsecured creditors vote to accept the Plan, (1) new second lien notes, (2) New Emerge GP interests, (3) preferred interests, and (4) 95% of the New Limited Partnership Interests issued and outstanding on the Effective Date. If Class 6 votes to reject the Plan, holders of prepetition notes claims will receive 100% of the New Limited Partnership Interests. * Provided that they vote in favor of the Plan, holders of general unsecured claims (Class 6) will receive 5% of the New Limited Partnership Interests, and new warrants representing 10% of the New Limited Partnership Interests. If the class rejects the Plan, they won't receive anything. * Holders of Old Emerge LP Equity Interests (Class 9) will receive the following treatment (a) if Class 6 votes to accept the Plan, Class 9 holders will receive new warrants representing 5.0% of the New Limited Partnership Interest, or (b) if Class 6 rejects the Plan, Class 9 holders will not receive any distribution. All Cash necessary for the Debtors or the Reorganized Debtors, as applicable, to make payments required pursuant to this Plan will be obtained from their respective Cash balances, including Cash from operations, the Wind-Down Reserve established pursuant to this Plan and solely in connection with Emerge GP's dissolution, and the Exit Facility Credit Agreement. A full-text copy of the Second Amended Joint Plan of Reorganization dated Nov. 1, 2019, is available at https://tinyurl.com/yyjvwper from PacerMonitor.com at no charge. Counsel for the Debtors: John H. Knight Paul N. Heath Zachary I. Shapiro Brett M. Haywood RICHARDS, LAYTON & FINGER, P.A. 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 - and - George A. Davis Keith A. Simon Hugh K. Murtagh Liza L. Burton LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 About Emerge Energy Services LP Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged in the mining, processing and distributing silica sand, a key input for the hydraulic fracturing of oil and gas wells. The Company and its affiliates conduct their mining and processing operations from facilities located in Wisconsin and Texas. In addition to mining and processing silica sand primarily for use in the oil and gas industry, thet also, to a lesser degree, sell their sand for use in building products and foundry operations. Emerge Energy was formed in 2012 by management and affiliates of Insight Equity Management Company LLC and its affiliated investment funds. Emerge Energy Services and its affiliates protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563) on July 15, 2019. As of Sept. 30, 2018, the Debtors had total assets of $329,385,000 and total liabilities of $266,077,000. The Debtors tapped Richards, Layton & Finger, P.A. and Latham & Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also hired Ankura Consulting Group LLC to provide interim management services. EMPORIA PROPERTY: Hires Peterson Whitaker as Accountant ------------------------------------------------------- Emporia Property Group, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Kansas to employ Peterson Whitaker & Bjork, as accountant to the Debtor. Emporia Property requires Peterson Whitaker to assist in the preparation of the Debtor’s state sales tax returns and other financial statements. Peterson Whitaker will be paid at the hourly rates of $105 to $265. Peterson Whitaker will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeremy D. Kiecker, a partner at Peterson Whitaker, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Peterson Whitaker can be reached at: Jeremy D. Kiecker PETERSON WHITAKER & BJORK 3140 Harbor Lane, Suite 100 Minneapolis, MN 55447 Tel: (763) 550-1100 About Emporia Property Group Emporia Property Group LLC owns in fee simple a hotel property located at 2700 W. 18th Avenue, Emporia, KS 66091 having an appraised valued of $3.05 million. The Clarion Inn & Conference Center hotel -- https://www.emporiaclarion.com/ -- is 100% non-smoking and pet-friendly hotel located nearby Emporia State University, and businesses that include Tyson, Emporia Energy Center Westar, and Hostess Brands. Emporia Property Group LLC filed a Chapter 11 petition (Bankr. D. Kan. Case No. 19-22155) on Oct. 8, 2019. In the petition signed by Lee Jones, authorized signer for Emporia Property Group, LLC, the Debtor disclosed $3,236,648 in assets and $6,406,053 in liabilities. The case is assigned to Judge Dale L. Somers. Colin N. Gotham, Esq., at EVANS & MULLINIX, P.A., is the Debtor's counsel. ENERSYS: Moody's Lowers CFR to Ba2 & Alters Outlook to Stable ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of EnerSys, including the company's corporate family rating to Ba2 from Ba1, Probability of Default Rating to Ba2-PD from Ba1-PD, and its senior unsecured notes rating to Ba3 from Ba2. The SGL-1 Speculative Grade Liquidity rating is unchanged. The outlook has been changed to stable from negative. The following rating actions were taken: Downgrades: Issuer: EnerSys Corporate Family Rating, Downgraded to Ba2 from Ba1 Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3 (LGD5) from Ba2 (LGD5) Outlook Actions: Issuer: EnerSys Outlook, Changed To Stable From Negative RATINGS RATIONALE EnerSys ratings reflect an elevated level of risk associated with company's recently increased appetite for acquisitions and the associated higher financial leverage relative to the last few years. Moody's estimates approximately a 3.4 times debt-to-EBITDA for the twelve months ended September 29, 2019 (all ratios are Moody's-adjusted unless otherwise stated), pro forma for a full year of operations from the December 2018 acquisition Alpha Technologies Services, Inc. and the September 2019 acquisition N Holding AB, which closed one day subsequent to quarter end. Moody's does not expect EnerSys to make any sizeable acquisitions in the near term, but the company's business model is evolving toward growth and there is increased risk for sizeable and potentially debt-funded acquisitions over time. The higher leverage resulted in part from taking on incremental debt to fund the acquisitions, but also from topline headwinds together with operational challenges that ultimately weakened margins. Some of these challenges are not likely to recur, including ERP related inefficiencies the company incurred and recovery from a fire at one of its manufacturing plants. However, other challenges remain that will pressure topline growth, in particular ongoing delays in telecom and broadband customer spending, competitive pricing pressures, and more recently declining international volumes. Moody's anticipates financial policy will be balanced owing to the cyclical nature of the underlying business, but also that EnerSys will operate at a somewhat higher level of financial leverage than in the past. EnerSys has a leading market position in both the Americas and EMEA in industrial batteries (especially for lift trucks), and the recurring revenue benefits afforded by the natural replacement cycle for batteries. EnerSys also generates solid EBITA margin of just over 10%, in large part reflective of the company's lean initiatives, premium product offerings, and greater scale relative to peers. In addition, following the Alpha and NorthStar acquisitions, EnerSys is larger, has greater breadth of product and service offerings, and better customer diversification. The company also benefits from strong demand for its premium products that incorporate Thin Plate Pure Lead (TPPL) core technology, and maintains a very good liquidity profile. However, there is an elevated financial leverage and organic revenue growth challenges. The company may also experience margin erosion from volatility in raw materials, with its greatest exposure being to lead, foreign exchange rates, most notably from the Euro, and tariffs. EnerSys is also experiencing manufacturing capacity constraints for the company's premium batteries that incorporate Thin Plate Pure Lead core technology, but the acquisition of NorthStar will help alleviate capacity constraints when the factories are converted and begin manufacturing EnerSys branded TPPL products. Ratings could be downgraded if EnerSys' debt-to-EBITDA approaches 4 times, EBITA margin falls below 9%, annual free cash flow generation is below $75 million, or the company engages in an additional large, debt-financed acquisition in the next 12 months. Alternatively, the ratings could be upgraded if the company demonstrates it can generate a good return on its acquisitions, debt-to-EBITDA is sustained around 3 times, EBITA margin approaches the low-teens, annual free cash flow generation exceeds $175 million, and maintains a strong liquidity profile. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. EnerSys, headquartered in Reading, PA, is the world's largest manufacturer, marketer and distributor of industrial batteries. The company also manufactures related products such as chargers, power equipment, cabinet enclosures, and battery accessories. In addition, the company provides aftermarket and customer-support services for industrial batteries. Pro forma for the acquisitions of Alpha and NorthStar as if they had been owned the entire period, EnerSys' revenue for the twelve months ended September 29, 2019 was approximately $3.2 billion. F.M.C. MARKET: Dec. 5 Hearing on Disclosure Statement ----------------------------------------------------- F.M.C. Market, Inc., d/b/a Frank's Food Court, will move before the Honorable Robert D. Drain, United States Bankruptcy Judge, at the U.S. Bankruptcy Court, 300 Quarropas Street, Courtroom 118, White Plains, New York 10601 on Dec. 5, 2019 at 10:00 a.m., or as soon thereafter as counsel may be heard, for an Order approving the Disclosure Statement. That objections, if any, to the approval of the Disclosure Statement must be filed and served on or before Nov. 28, 2019 at 5:00 p.m. (EST). Attorneys for the Debtor: Robert L. Rattet RATTET PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, New York 10601 (914) 381-7400 About F.M.C. Market Based in Elmsford, N.Y., F.M.C. Market, Inc., d/b/a Frank's Food Court, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-22885) on June 22, 2015. In its petition signed by president Frank Canfolone, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Arlene Gordon-Oliver, Esq., at Arlene Gordon-Oliver & Associates, PLLC, originally served as bankruptcy counsel. Rattet PLLC was later hired by the Debtor as replacement after Arlene Gordon-Oliver, Esq., took office as a family court judge. FCPR ACQUISITION: Gets Interim Approval to Use Cash Collateral -------------------------------------------------------------- The Bankruptcy Court approved on an interim basis the motion to use cash collateral filed by FCPR Acquisition, LLC. A further hearing on the Motion will continue on Nov. 25, 2019 at 11 a.m. 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 of less than $10 million. The company is represented by Daniel E. Etlinger, Esq., at Jennis Law Firm. FIRST RIVER: Hires Davis & Associates as Tax Consultant ------------------------------------------------------- First River Energy, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Davis & Associates, as tax consultant to the Debtors. First River requires Davis & Associates to: 1) prepare financial statements for the Debtor for taxable years 2017 and 2018; and 2) prepare and file tax returns for taxable years 2017 and 2018. Davis & Associates will be paid as follows: Flat Fee: Prepare Financial Statement $375 per statement Prepare Corporate Tax Return $3,950 per return Prepare Texas Franchise Tax Return $425 per return Prepare Colorado State Tax Return $425 per return Hourly Rate: Consulting with Brian Stephens, CPA/PFS $295 per hour Bookkeeping $95 per hour Davis & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Davis & Associates can be reached at: Davis & Associates 16850 Royal Crest Drive Houston, TX 77058 Tel: (281) 486-7358 E-mail: donna.vosefski@daviscpafirm.com About First River Energy Based in San Antonio, Texas, First River Energy, LLC -- http://www.firstriverenergy.com/-- is engaged in the oil and gas extraction business. First River Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10080) on Jan. 12, 2018. In its petition signed by CEO Deborah Kryak, the Debtor estimated total assets and debt between $10 million and $50 million. On Jan. 17, 2018, the case was transferred to the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, and was assigned a new bankruptcy case number (Case No. 18-50085). Judge Craig A. Gargotta oversees the case. The Debtor hired Akerman LLP as its legal counsel; Chipman Brown Cicero & Cole, LLP as co-counsel; Armory Strategic Partners, LLC, as financial advisor; Scott Avila of Armory Strategic as chief restructuring officer; and Donlin, Recano & Company, Inc., as claims and noticing agent. No official committee of unsecured creditors has been appointed in the case. FOX VALLEY: Hires Hillenbrand Partners as Financing Broker ---------------------------------------------------------- Fox Valley Pro Basketball, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Hillenbrand Partners, as financing broker to the Debtor. The Debtor seeks to employ Hillenbrand to act as a financing broker in the Chapter 11 case primarily for the purpose of obtaining financing based on the Debtor's interest in tax increment financing ("TIF") payments. The financing could be through a loan, assignment of rights or a sale. Hillenbrand Partners will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. About Fox Valley Pro Basketball Fox Valley Pro Basketball, Inc., is the owner of the Menominee Nation Arena in Oshkosh, Wis. The Arena serves as the home of the Wisconsin Herd of the NBA G League and the Wisconsin Glow women's basketball team. Fox Valley Pro Basketball sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 19-28025) on Aug. 19, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Brett H. Ludwig. Kerkman & Dunn is the Debtor's counsel. FRED'S INC: Hires Alvarez & Marsal as Financial Advisor ------------------------------------------------------- The Official Committee of Unsecured Creditors of Fred's Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Alvarez & Marsal North America, LLC, as financial advisor to the Committee. Fred's Inc. requires Alvarez & Marsal to: (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 and/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 review of any tax issues; (h) assist in the investigation and pursuit of avoidance actions; (i) assist in the review of the claims reconciliation and estimation process; (j) assist in the review of the Debtors' business plan; (k) assist in the review of the sales or dispositions of the Debtors' assets, including allocation of sale proceeds; (l) monitor other insolvency proceedings in other jurisdictions related to the Debtors and their subsidiaries; (m) assist in the review and/or preparation of information and analysis necessary for the confirmation of a plan in these chapter 11 cases; and (n) 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. Alvarez & Marsal will be paid at these hourly rates: Managing Directors $875 to $1,100 Directors $675 to $850 Associates $525 to $650 Analysts $400 to $475 Alvarez & Marsal will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Greenberg, a partner at Alvarez & Marsal, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Alvarez & Marsal 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 Fred's Inc. Since 1947, Fred's, Inc. (NASDAQ:FRED) -- http://www.fredsinc.com/ -- has been an integral part of the communities it serves throughout the southeastern United States. Fred's mission is to make it easy AND exciting to save money. Its unique discount value store format offers customers a full range of value-priced everyday items, along with terrific deals on closeout merchandise throughout the store. Fred's, Inc., and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11984) on Sept. 9, 2019 in Delaware. In the petitions signed by Joseph M. Anto, CEO, the Debtors disclosed $474,774,000 in assets and $380,167,000 in liabilities as of May 4, 2019. The Hon. Christopher S. Sontchi oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as counsel; Kasowitz Benson Torres LLP as general bankruptcy counsel; Akin Gump Strauss Hauer & Feld LLP as special counsel; Epiq Bankruptcy Solutions LLC as claims and noticing agent; and Berkeley Research Group, LLC, as financial advisor. Andrew Vara, acting U.S. trustee for Region 3, on Sept. 18 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Fred's, Inc. and its affiliates. The Committee hires Womble Bond Dickinson (US) LLP, as counsel. Alvarez & Marsal North America, LLC, as financial advisor. FRED'S INC: Hires Hilco IP Services as Sales Broker --------------------------------------------------- Fred's Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco IP Services, LLC, d/b/a Hilco Streambank, as sales broker to the Committee. Fred's Inc. requires Hilco IP Services to: (a) collect and secure all of the available information and other data concerning the Intellectual Property; (b) prepare marketing materials designed to inform potential purchasers of the availability of the Intellectual Property for sale, assignment, license, or other disposition; (c) develop and execute a sales and marketing program designed to elicit proposals to acquire the Intellectual Property from qualified acquirers with a view toward completing one or more sales, assignments, licenses, or other dispositions of the Intellectual Property; and (d) assist the Debtors in connection with the transfer of the Intellectual Property to the acquirer(s) who offer the highest or otherwise best consideration for the Intellectual Property. Hilco IP Services will be paid 10% of aggregate gross proceeds generated from the sale, assignment, license, or other disposition of the Intellectual Property. David Peress, executive vice president of Hilco IP Services, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hilco IP Services can be reached at: David Peress HILCO SERVICES, LLC d/b/a HILCO STREAMBANK 1500 Broadway 8th Floor New York, NY 10036 Tel: (212) 610-5663 About Fred's Inc. Since 1947, Fred's, Inc. (NASDAQ:FRED) -- http://www.fredsinc.com/ -- has been an integral part of the communities it serves throughout the southeastern United States. Fred's mission is to make it easy AND exciting to save money. Its unique discount value store format offers customers a full range of value-priced everyday items, along with terrific deals on closeout merchandise throughout the store. Fred's, Inc., and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11984) on Sept. 9, 2019 in Delaware. In the petitions signed by Joseph M. Anto, CEO, the Debtors disclosed $474,774,000 in assets and $380,167,000 in liabilities as of May 4, 2019. The Hon. Christopher S. Sontchi oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as counsel; Kasowitz Benson Torres LLP as general bankruptcy counsel; Akin Gump Strauss Hauer & Feld LLP as special counsel; Epiq Bankruptcy Solutions LLC as claims and noticing agent; and Berkeley Research Group, LLC, as financial advisor. Andrew Vara, acting U.S. trustee for Region 3, on Sept. 18, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Womble Bond Dickinson (US) LLP, as counsel. Alvarez & Marsal North America, LLC, is the financial advisor. FREDDIE MAC 2019-4: DBRS Assigns Prov. B(low) Rating on M Certs --------------------------------------------------------------- DBRS, Inc. assigned a provisional rating to the following Mortgage-Backed Security, Series 2019-4 (the Certificate) to be issued by Freddie Mac Seasoned Credit Risk Transfer Trust, Series 2019-4 (the Trust): - $105.6 million Class M at B (low) (sf) The B (low) (sf) rating on the Certificate reflects 5.25% of credit enhancement provided by subordinated certificates in the pool. Other than the specified class above, DBRS Morningstar does not rate any other classes in this transaction. This transaction is a securitization of a portfolio of seasoned, re-performing first-lien residential mortgages funded by the issuance of the certificates, which are backed by 12,347 loans with a total principal balance of $2,346,720,840 as of the Cut-Off Date (September 30, 2019). The mortgage loans were either purchased by Freddie Mac from securitized Freddie Mac Participation Certificates or retained by Freddie Mac in whole-loan form since their acquisition. The loans are currently held in Freddie Mac's retained portfolio and will be deposited into the Trust on the Closing Date (November 14, 2019). The loans are approximately 153 months seasoned and have all been modified. Each mortgage loan was modified under either Government-Sponsored Enterprise (GSE) Home Affordable Modification Program (HAMP) or GSE non-HAMP modification programs. Within the pool, 5,672 mortgages have forborne principal amounts as a result of modification, which equates to 14.1% of the total unpaid principal balance as of the Cut-Off Date. For 89.3% of the modified loans, the modifications happened more than two years ago. The loans are all current as of the Cut-Off Date. Furthermore, 74.7% of the mortgage loans have been zero times 30 days delinquent for at least the past 24 months under the Mortgage Bankers Association delinquency methods. There are three loans that are subject to the Consumer Financial Protection Bureau's Qualified Mortgage (QM) rules. One loan is designated as QM non-Higher Priced Mortgage Loan and two loans are designated as non-QM, according to the third-party due diligence results. Additionally, QM status is not available for 86 loans (0.6%); DBRS Morningstar has assumed these loans to be non-QM. The mortgage loans will be serviced by Select Portfolio Servicing, Inc. There will not be any advancing of delinquent principal or interest on any mortgages by the servicer; however, the servicer is obligated to advance to third parties any amounts necessary for the preservation of mortgaged properties or real estate-owned properties acquired by the Trust through foreclosure or a loss mitigation process. Freddie Mac will serve as the Sponsor, Seller and Trustee of the transaction as well as Guarantor of the senior certificates (Class HT, Class HA, Class HB, Class HV, Class HZ, Class MT, Class MA, Class MC, Class MD, Class IM, Class MB, Class MV, Class MZ, Class M55D, Class M55E, Class M55G and Class M55I Certificates). Wilmington Trust National Association (Wilmington Trust; rated AA (low) with a Stable trend by DBRS Morningstar) will serve as Trust Agent. Wells Fargo Bank, N.A. (rated AA with a Stable trend by DBRS Morningstar) will serve as the Custodian for the Trust. U.S. Bank National Association (rated AA (high) with a Stable trend by DBRS Morningstar) will serve as the Securities Administrator for the Trust and will also act as Paying Agent, Registrar, Transfer Agent, and Authenticating Agent. Freddie Mac, as the Seller, will make certain representations and warranties (R&W) with respect to the mortgage loans. It will be the only party from which the Trust may seek indemnification (or, in certain cases, a repurchase) as a result of a breach of R&Ws. If a breach review trigger occurs during the warranty period, the Trust Agent, Wilmington Trust, will be responsible for the enforcement of R&Ws. The warranty period will only be effective through November 10, 2022 (approximately three years from the Closing Date), for substantially all R&Ws other than the real estate mortgage investment conduit R&W, which will not expire. The mortgage loans will be divided into three loan groups: Group H, Group M, and Group M55. The Group H loans (12.5% of the pool) were subject to step-rate modifications and had not yet reached their final step rate as of August 31, 2019. As of the Cut-Off Date, the borrower, while still current, has not made any payments accrued at such a final step rate. Group M loans (80.7% of the pool) and Group M55 loans (6.8% of the pool) were subject to either fixed-rate modifications or step-rate modifications that have reached their final step rates, and as of the Cut-Off Date, the borrowers have made at least one payment after such mortgage loans reached their respective final step rates. Each Group M loan has a mortgage interest rate less than or equal to 5.5% and has no forbearance or may have forbearance and any mortgage interest rate. Each Group M55 loan has a mortgage interest rate greater than 5.5% and has no forbearance. Principal and interest (P&I) on the senior certificates (the Guaranteed Certificates) will be guaranteed by Freddie Mac. The Guaranteed Certificates will be backed by collateral from each group, respectively. The remaining certificates (including the subordinate, non-guaranteed, interest-only mortgage insurance and residual certificates) will be cross-collateralized among the three groups. The transaction employs a pro-rata pay cash flow structure among the senior group certificates with a sequential-pay feature among the subordinate certificates. Certain principal proceeds can be used to cover interest shortfalls on the rated Class M certificates. Senior classes benefit from guaranteed P&I payments by the Guarantor, Freddie Mac; however, such guaranteed amounts, if paid, will be reimbursed to Freddie Mac from the P&I collections prior to any allocation to the subordinate certificates. The senior principal distribution amounts vary subject to the satisfaction of a step-down test. Realized losses are allocated sequentially in reverse order. Notes: All figures are in U.S. dollars unless otherwise noted. FULL X TECH: Seeks to Hire Olga D. Diaz as Accountant ----------------------------------------------------- Full X Tech, Corp., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Olga D. Diaz, CPA, PA, as accountant to the Debtor. Full X Tech requires Olga D. Diaz to assist in the preparation of the Debtor's monthly accounting services including bank reconciliation and bookkeeping services. Olga D. Diaz will be paid $350 per month. Olga D. Diaz will also be reimbursed for reasonable out-of-pocket expenses incurred. Olga D. Diaz, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Olga D. Diaz can be reached at: Olga D. Diaz OLGA D. DIAZ, CPA, PA 8321 Balgowan Road Miami Lakes, FL 33016 Tel: (305) 793-7779 About Full X Tech Full X Tech, Corp. is a privately owned company in Miami, that wholesales computers, computer equipment, cellphones, telephones, network devices and printers. Full X Tech sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-19461) on July 17, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Robert A. Mark. The Debtor is represented by Sagre Law Firm, P.A. GEORGE WASHINGTON: Sets Bid Procedures for Substantially All Assets ------------------------------------------------------------------- George Washington Bridge Bus Station Development Venture, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a notice of its proposed bidding procedures in connection with the sale of business at auction. A hearing on the Motion is set for Nov. 26, 2019 at 10:00 a.m. (ET). The Objection Deadline is Nov. 19, 2019 at 4:00 p.m. (ET). The Debtor intends to conduct a marketing process through its experienced investment banker, Houlihan Lokey, Inc. ("HL"). HL will canvass the market to obtain offers for the Acquired Assets pursuant to an open auction process approved by the Court, which will afford the Debtor the best opportunity to maximize value. To further maximize the competitiveness of the bidding process, the Debtor also seeks authority, but not direction, to (a) select one or more parties to serve as a Stalking Horse Bidder, and (b) in connection with any Stalking Horse Bidder and related agreement, provide a Breakup Fee and/or Expense Reimbursement, in an amount not to exceed, in the aggregate, 3% of the proposed purchase price. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 10, 2020 at 4:00 (EST) b. Purchase Price: Each Bid must clearly identify the purchase price to be paid, which Purchase Price will be paid in cash only or such other form of consideration acceptable to the Senior Lenders, with the exception of any Credit Bid. c. Deposit: 10% of the Purchase Price d. Auction: If it receives two or more Qualified Bids, the Debtor will conduct the Auction of the Acquired Assets. If the Auction is held, it will take place on Feb. 13, 2020 at 10:00 a.m. (EST) at the offices of Cole Schotz P.C., 1325 Avenue of the Americas, 19th Floor, New York, New York 10019, or such other place and time as determined by the Debtor in consultation with the Consultation Parties. e. Bid Increments: $1 million f. Sale Hearing: Feb. 20, 2020 at 11:00 a.m. (EST) g. Credit Bid: Persons or entities holding a perfected security interest in the Debtor's assets may submit a credit bid on such assets, to the extent permitted by applicable law, any Bankruptcy Court orders and the documentation governing the Debtor's prepetition or postpetition secured credit facilities. The Debtor also seeks approval of the procedures for assuming and assigning executory contracts and unexpired leases to facilitate the fair and orderly assumption and assignment of certain executory contracts and unexpired leases in connection with the Sale. The Debtor also submits that it is appropriate to sell the Acquired Assets free and clear of successor liability relating to the Acquired Assets. A copy of the Bidding Procedures and Notices attached to the Motion is available for free at: https://tinyurl.com/wxk3rgk 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. GEORGIA DIRECT: Cash Collateral Motion Approved on Final Basis -------------------------------------------------------------- The Bankruptcy Court for the Southern District of Indiana authorized Georgia Direct Carpet, Inc., to use cash collateral on a final basis in order to pay the expenses consistent with the budget. The budget may be extended from time to time pursuant to the Final Cash Use Order, with the approval of West End Bank. The Court ruled that: (i) the Debtor will make weekly adequate protection payments to West End Bank in the amounts set forth in the budget and any other extended budget, in addition to the monthly adequate protection payments granted in the Prior Interim Cash Use Orders; (ii) the Debtor will pay directly to West End Bank the amount of $3,033.33 monthly for rent payments required under its lease agreement with M3 Holdings LLC. The Debtor may exclude from the monthly rent payments all accrued U.S. Trustee's Fees for M3; provided however, that the monthly payment paid directly to West End Bank will not be less than $2,668.51; (iii) West End Bank is granted (effective nunc pro tunc to the Petition Date), a valid and perfected security interest and lien on any claims and causes of action to which the Debtors may be entitled to assert by reason of any avoidance or other power vested in or on behalf of their respective estates under Chapter 5 of the Bankruptcy Code, and all proceeds in whatever form, recoveries, and settlements thereof. These Bankruptcy Recoveries Lien will secure all debt owed to West End Bank pursuant to Loans 2, 3, 4,and 5; (iv) the Debtor will reaffirm the guaranties of its own obligations and those of M3, to West End Bank. West End Bank consents to payment of accrued and unpaid fees, disbursements, costs, and expenses to Court-approved professionals employed by the Debtor and its other debtor affiliates. A copy of the Final Order can be accessed at https://is.gd/KCZhcb from PacerMonitor.com free of charge. About Georgia Direct Carpet Georgia Direct Carpet, Inc., also known as Georgia Carpet Direct, owns and operates a carpet & flooring store in Richmond, Indiana, offering carpets, hardwoods, laminate flooring, and ceramic tile floor products. Georgia Direct Carpet sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 19-06316) on Aug. 26, 2019. In the petition signed by Anthony Bledsoe, president, the Debtor was estimated to have assets and liabilities at $1 million to $10 million. The Hon. Robyn L. Moberly is the case judge. MATTINGLY BURKE COHEN & BIEDERMAN LLP represents the Debtor. GOLF VIEW LANE: Sues Broker; Unsecureds to Get Proceeds ------------------------------------------------------- Golf View Lane Limited Partnership, which lost its property to foreclosure, has filed a Chapter 11 plan that says unsecured creditors will recover any proceeds recovered from a lawsuit against the broker in the botched sale of the Debtor's property. The Debtor owned (on the petition date) real property located at 67884 McCallum Way, Cathedral City, CA 92234-5878, parcel number 677-610-037-5 - Lots A & D, Lots 5-17 - Vacant Land, Cathedral City, CA 92234 (the "Property"). The Debtor had actively marketed the Property prior to the bankruptcy filing. The Debtor had previously retained Pinnacle Estate Properties Inc., a real estate broker who specialized in selling this type of real property in the greater Southern California area. Mr. Keshishyan (an agent employed by Pinnacle) had sold half of the completed houses to investor buyers and five of the pre-sales also to investor buyers. The Debtor asserted that the value of the Property, as is, as of the Petition Date was approximately $2 million. There were unpaid property taxes of approximately $9,631. The first deed of trust holder was a number of investors, unrelated to the Debtor or its insiders, serviced by Keillor Capital, Inc., in the amount of approximately $1,140,927. The second deed of trust holder was attorney Scott Zundel of approximately $50,000. The third deed of trust holder was a trustee who held a deed of trust for four joint creditors who agreed to accept a total of approximately $805,000 in satisfaction of their larger claims. On Aug. 6, 2019, Keillor conducted a foreclosure sale and the Property was lost. The sale resulted in the satisfaction of the Keillor (and its investors) first priority liens and made the junior lienholders unsecured claimants against this estate. Botched Sale The Debtor entered into a listing agreement (subject to court approval) with Pinnacle (broker) and Garen Gary Keshishyan a/k/a Gary Keshishian (agent) on or about March 15, 2019. The Debtor filed its application to employ Broker on April 3, 2019 which was approved by Order entered on May 8, 2019. Thereafter, Mr. Keshishian brought the Debtor an "all cash" offer which the Debtor ultimately accepted. On April 20, 2019 the Debtor filed a Motion to Sell the Property. A hearing was set for May 28, 2019. The anticipated sale proceeds were sufficient to pay the first priority lienholder Keillor and the property taxes in full. The second and third priority lienholders agreed to a reduced payment demand to facilitate the sale. Prior to the hearing, on May 13, 2019, the buyer removed all contingencies to the purchase of the property. The sale motion was granted and the order thereon was entered on June 4, 2019. The sale was expected to close on or about June 19, 2019. The buyer however failed to close the sale although he was given several extensions and other concessions. On Oct. 16, 2019, the Debtor filed its complaint against PINNACLE ESTATE PROPERTIES, INC., A CALIFORNIA CORPORATION; GAREN GARY KESHISHYAN aka GARY KESHISHYAN, and LEVIS E PASCO OBANDO; VALLEY ENTERPRISES TS, INC., A CALIFORNIA CORPORATION, JOSE PASCO, CLOSING AGENTS, INC. , IGYA DEMIRCI, and DOES 1 through 25, inclusive (the "COMPLAINT"). The COMPLAINT essentially asserts that the Debtor's real estate agents breached their fiduciary duties to the Debtor and conspired with the buyer to defraud the Debtor. The Debtor did not actively seek additional interested persons to buy the Property based on the promises of the buyer to close the agreed upon sale. Without altering or modifying any of the allegations in the complaint, it turns out the buyer apparently never intended to close whether on an "all cash" basis or otherwise. Importantly, nothing in this Disclosure Statement or Plan of Reorganization is intended to affect, alter or modify the allegations or remedies sought in the complaint. The Debtor is being represented by Robert Yaspan who is one of the junior lienholders whose lien was wiped out in the foreclosure sale. Mr. Yaspan has agreed to advance all costs required to prosecute the case and accept fees on a contingency basis. The buyer posted a $50,000 deposit with escrow which is still there. The Debtor asserts that the deposit now belongs to the estate and intends to make demand that it be turned over. If the deposit is turned over, it will be used to pay the costs associated with the Pinnacle Litigation. It will not be used to pay professional fees. Treatment of Claims Under the Plan, general unsecured claimants in Class 11 will be paid 100% of the net proceeds of the Pinnacle litigation after administrative, and priority, creditors are paid. Interest holders in Class 2 will receive nothing unless and until all creditors are paid in full. Mr. Yaspan will advance all required costs necessary to fund the Pinnacle Litigation. If the Debtor is successful in acquiring the $50,000 now on deposit with escrow, those fees will be used to fund the direct costs of the Pinnacle Litigation. A full-text copy of the Disclosure Statement dated November 1, 2019, is available at https://tinyurl.com/y54ba4vk from PacerMonitor.com at no charge. Attorneys for the Debtor: M. Jonathan Hayes Matthew D. Resnik Roksana D. Moradi-Brovia RESNIK HAYES MORADI LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 E-mail: jhayes@rhmfirm.com matt@rhmfirm.com roksana@rhmfirm.com About Golf View Lane LP Golf View Lane Limited Partnership is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 67800-67884 McCallum Way, Cathedral City, California. Golf View Lane Limited Partnership filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10291) on Feb. 22, 2019. At the time of the filing, the Debtor disclosed $2,023,024 in total assets and $2,986,432 in total liabilities. GOMEZ GLOBAL: Seeks to Hire Joyce W. Lindauer as Counsel -------------------------------------------------------- Gomez Global LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Joyce W. Lindauer Attorney, PLLC, as counsel to the Debtor. Gomez Global requires Joyce W. Lindauer to represent the Debtor and provide legal services in relation to the Chapter 11 bankruptcy proceedings. Joyce W. Lindauer will be paid at these hourly rates: Attorneys $210 to $395 Paralegals $125 Prior to the petition date, Joyce W. Lindauer received a retainer of $4,500, which included the filing fee of $1,717, in connection with this proceeding. Joyce W. Lindauer will also be reimbursed for reasonable out-of-pocket expenses incurred. Joyce W. Lindauer, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Joyce W. Lindauer can be reached at: Joyce W. Lindauer, Esq. Jeffery M. Veteto, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 About Gomez Global LLC Gomez Global LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33165) on Sep. 24, 2019. At the time of the filing, the Debtor disclosed assets under $50,000 and liabilities under $500,000. Judge Harlin Dewayne Hale is assigned to the case. The Debtor is represented by Joyce W. Lindauer Attorney, PLLC. GREENWAY SERVICES: Debtor to Continue Business to Fund Claims ------------------------------------------------------------- According to its Disclosure Statement, GREENWAY SERVICES, INC., a Virginia Corporation, has a Chapter 11 Plan that contemplates the ongoing operations of the business. Greenway was founded in 2008 by Mark Osborne and its initial business was to provide reclamation services to the coal industry. Thereafter, it branched into the excavating business. The company filed its Chapter 11 petition because of a series of lawsuits against it as a result of past due balances due to creditors and threats of repossession of its equipment. The Plan proposes to establish a liquidation trust into which all the past due accounts will be placed. An Estate Representative, Travis Profitt will supervise the liquidation of those accounts. The National Bank of Blacksburg has a first and senior lien on the accounts receivable of the debtor and therefore, not only will it receive usual and regular monthly secured payments, but after the costs of liquidation, it will receive the net proceeds of any such litigation, until such time as its claim is paid in full, with interest and reasonable fees. The Estate Representative has significant powers to employ counsel and manage the collection of those accounts for the secured creditor first, then administrative priority and allowed unsecured claims. A full-text copy of the Disclosure Statement dated Nov. 1, 2019, is available at https://tinyurl.com/yyfn4352 from PacerMonitor.com at no charge. Counsel for the Debtor: Robert T. Copeland SCOT S FARTHING, ATTORNEY AT LAW,, P.C. P.O. Box 1296 Abingdon, VA 24212 Tel: (276) 628-9525 Fax: (276) 628-4711 About Greenway Services Services, Inc. -- http://greenwayservicesincorporated.com/-- offers clearing and demolition, earthwork, storm drainage, utilities, and paving and concrete services. Since 1989, the Company has been serving the NC, SC, VA, TN and KY areas. Greenway Services, Inc., based in Abingdon, VA, filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 19-70750) on May 31, 2019. In the petition signed by Mark D. Osborne, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Paul M. Black oversees the case. The Debtor hired Copeland Law Firm, P.C, as bankruptcy counsel to the Debtor. HARRY DAWSON: Medicine River's Sale of Barber County Property OK'd ------------------------------------------------------------------ Judge Dale L. Somers of the U.S. Bankruptcy Court for the District Court of Kansas authorized Medicine River Ranch Operating Co., LLC, an affiliate of Harry W. Dawson, to sell the real property located in Barber County, Kansas, described in Exhibit A as: The East Half (E/2) and the East Half of the Southwest Quarter (E/2 SW/4) and the East 120 acres of the Northwest Quarter (NW/4) of Section 10, Township 34 South, Range 11 West; -and the West Half of the Southwest Quarter (W/2 SW/4) of Section 14 and all of Section 15 and the East Half of the Southeast Quarter (E/2 SE/4) and that part of the Southwest Quarter of the Southeast Quarter (SW/4 SE/4) of Section 16 lying East of the center line of the main track of the railroad right of way (now vacated) as such track was located across said Southwest Quarter of the Southeast Quarter (SW/4 SE/4) of Section 16, Township 34 South, Range 11 West; and the Northeast Quarter (NE/4) of Section 21 and the North Half (N/2) and the Southeast Quarter (SE/4) of Section 22 and the West Half of the Northwest Quarter (W/2 NW/4) of Section 23, Township 34 South, Range 11 West, containing 2,087 acres, Barber County, Kansas; and together with one-half (1/2) of the mineral rights thereon. The sale is free and clear of liens and interests, including: a. Mortgage(s) and/or other liens of Happy State Bank ("HSB") as provided for in the Joint Plan and/or Order. The HSB interests are further included in Case Nos. 2019 CV 13 and 2015 CV 32 pending in Barber County District Court. b. Unpaid ad valorem real estate and mineral taxes owed to Barber County, Kansas. c. Interests of the Internal Revenue Service for unpaid taxes as provided for in the Joint Plan and Order. d. Interests of the Kansas Department of Agriculture, Division of Water Resources under the Joint Plan. The Order is subject to sale of such property being completed and closed pursuant to the Settlement Agreement of Oct. 31, 2019 between Harry W. Dawson, Georgi Dawson, and HSB. Harry W Dawson sought Chapter 11 protection (Bankr. D. Kan. Case No. 16-10634) on April 12, 2016. The Debtor tapped Eric W. Lomas, Esq., at Klenda Austerman, LLC, as counsel. The Joint Plan of Reorganization for the Debtor was confirmed on Aug. 7, 2018. HB2 LLC: Seeks Permission to Use Cash Collateral ------------------------------------------------ HB2 LLC asks the Bankruptcy Court to authorize use of cash collateral pursuant to the budget. The Budget consists of the commissions to be paid to Direct Collect USA, LLC and Innoval Global Solutions. The Debtor has also budgeted a carve-out for administrative expenses of $1,500 monthly, including quarterly fee payments of approximately $217 per month, or $650 per quarter. The Debtor said that these business expenses are reasonable and necessary and must be paid until the Debtor can reach confirmation. The Debtor proposes to disburse to Bank of Texas, by the 10th day of each month, 75% of the aggregate balance of all of its bank accounts, including its DIP Account and the account at Bank of Texas as of the last business day of the month prior. Adequate Protection Payments will continue on the tenth day of each month thereafter until the earlier of: (1) confirmation of a Chapter 11 Plan; (2) the parties stipulate otherwise; or (3) the Court orders otherwise, the Debtor proposes. The Debtor also proposes to grant Bank of Texas replacement liens in the estate property. About HB2 LLC HB2 LLC, d/b/a Integrity Labs, d/b/a Elite Toxicology, LLC, offers medical and diagnostic laboratory services. HB2 LLC filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-41323) on May 16, 2019 in Sherman, Texas. In the petition signed by Wade V. Rosenburg, manager, the Debtor was estimated to have assets between $1 million and $10 million, and liabilities within the same range. The Honorable Brenda T. Rhoades is the case judge. QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, PC, represents the Debtor. HERTZ CORP: Moody's Assigns B3 Rating on $750MM Sr. Unsec. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to The Hertz Corporation's $750 million issuance of senior unsecured notes. The company's existing ratings are unaffected. These include: Corporate Family Rating at B2; senior secured first-lien bank credit facilities at Ba2; senior secured second-lien notes at B1; senior unsecured notes at B3; and speculative grade liquidity rating at SGL-3. The outlook is stable. RATINGS RATIONALE Hertz's B2 CFR reflects the ongoing efforts of the company to reestablish its operating and competitive position in the car rental sector. Hertz must continue to invest in, and upgrade information systems that had been allowed to erode over a long period. In addition, operating efficiencies and return measures remain below those of peers, and below levels that the company had achieved in the past. Despite these challenges, Hertz's revitalization initiatives have contributed to notable operational and financial improvement during the past year. This progress is reflected in the company's $750 million rights offering, the improvement in pre-tax margin to 2% for the nine-months through September (prior to Moody's standard adjustments), and its receiving the top scores in J.D. Power's 2019 car rental satisfaction survey. Nevertheless, the car rental sector remains highly competitive and Hertz will need to sustain its pace of improvement. Financial measures (reflecting Moody's standard adjustments) that could support a higher rating include: pre-tax margin approximating 7%; debt/EBITDA below 4x; and EBITDA/interest above 6x. Hertz maintains an adequate corporate liquidity profile at September 2019 with: $465 million in unrestricted cash; $395 million available under its revolving credit facility; and only $20 million in non-vehicle debt maturing during the coming twelve months. The company has $3.6 billion of vehicle debt coming due during the next twelve months. A portion of this vehicle debt will have to be refinanced, or repaid through proceeds raised through the normal liquidation of the company's fleet or the use of corporate liquidity. Hertz has made notable progress in strengthening its corporate governance framework with respect to accounting controls, technology and information systems, and establishing a senior leadership team. In addition, it continues to embrace a prudent financial strategy in the face of large and ongoing needs to access capital markets. The following rating actions were taken: Assignments: Issuer: Hertz Corporation (The) Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4) Ratings Unchanged: Issuer: Hertz Holdings Netherlands BV Senior Unsecured Regular Bond/Debenture, B3 (LGD4 from LGD5) Issuer: Hertz Corporation (The) Senior Unsecured Regular Bond/Debenture, B3 (LGD4 from LGD5) The Hertz Corporation, headquartered in Estero, Florida, is one of the world's leading vehicle rental companies operating in both the on-airport and off-airport markets. The company's principal brands include: Hertz, Dollar Car Rental and Thrifty Car Rental. The principal methodology used in this rating was Equipment and Transportation Rental Industry published in April 2017. HOME BOUND HEALTHCARE: Gets Interim Cash Access Thru Dec. 1 ----------------------------------------------------------- The Bankruptcy Court authorized Home Bound Healthcare, Inc., to use cash collateral for the period from Nov. 1, 2019 to Dec. 1, 2019, pursuant to the budget. As adequate protection, (i) the Internal Revenue Service; (ii) the Illinois Department of Revenue and (iii) CadleRock Joint Venture, LP are granted replacement liens on the property of the Debtor's estate and on all the revenues, profits and avails generated therefrom after the Petition Date, with the same validity, extent and priority as the liens held pre-petition. The Debtor will pay as additional adequate protection (i) $5,000 to the IRS; (ii) $1,000 to IDOR; and (iii) $1,500 to CadleRock, on Nov. 15, 2019. The Debtor is also directed to cure any missing tax returns by filing said returns by the due date. The Debtor's motion is set for status on Nov. 27, 2019 at 10 a.m. About Home Bound Healthcare Home Bound Healthcare, Inc., is a home health care company that offers outpatient therapy, nursing, occupational, and rehabilitation services. Home Bound Healthcare, based in Flossmoor, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05760) on March 5, 2019. In the petition signed by Julieta Mitra, president, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Janet S. Baer oversees the case. John D. Ioakimidis, Esq., at John D. Ioakimidis, Attorney at Law, serves as bankruptcy counsel to the Debtor. IBIS NETWORKS: Seeks to Hire VPTax Inc. as Accountant ----------------------------------------------------- IBIS Networks, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Hawaii to employ VPTax Inc., as accountant to the Debtor. IBIS Networks requires VPTax Inc. to prepare the Debtor's federal and state income tax returns for 2018, and provide other accounting works. VPTax Inc. is charging a flat fee of $2,960, which includes a $1,000 retainer, to prepare, review, sign and file state and federal income tax returns for tax year ending December 31, 2018 VPTax Inc. will be paid at these hourly rates: Principal $400 Tax Director $350 Specialty Resources $250 Senior Tax Associate $200 Tax Associate $150 Staff Accountant $100 Operations Team $100 Within one year prior to the Debtor's bankruptcy filing, VPTax Inc. received $3,601 from the Debtor. As of the Petition Date, the VPTax Inc. is currently holding a $1,000 deposit for preparation of the 2018 federal and state income tax returns. VPTax Inc. will also be reimbursed for reasonable out-of-pocket expenses incurred. Shelby Eckroth, partner of VPTax Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. VPTax Inc. can be reached at: Shelby Eckroth VPTAX INC. 1350 Old Bayshore Hwy Ste. 215 Burlingame, CA 94010 Tel: (408) 278-8370 About IBIS Networks IBIS Networks, Inc. -- http://ibisnetworks.com/-- is a full-stack cleantech company that provides plug-level energy monitoring and control to solve energy and asset management problems for corporations and businesses. Its cloud-based IoT solution enables customers to reduce their plug-load consumption by up to 20 percent as well as track the condition and utilization of the assets consuming that electricity. IBIS Networks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 19-01083) on Aug. 27, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Robert J. Faris. The Debtor is represented by Choi & Ito, Attorneys At Law. INSYS THERAPEUTICS: Has Unconfirmable Plan, Says Florida -------------------------------------------------------- The State of Florida filed an objection to the Disclosure Statement for Joint Chapter 11 Plan of Liquidation proposed by Insys Therapeutics, Inc. and its Affiliated Debtors. The State points out that despite an extremely complicated and expensive claims allowance process proposed by the Debtors early on in the Chapter 11 cases, and ensuing weeks of negotiations among the Debtors, the Committee, the State, and other parties, no agreement with respect to allowance or treatment of the State's claims has been reached. Instead, without rhyme or reason, the Debtors have lumped the States, Municipalities, and Tribes in the same class (the "SMT Class") and have ascribed an artificially low aggregate claim value to the SMT Class of $597 million. The State further points out that the Disclosure Statement describes a Plan that is patently unconfirmable. Not only does the Plan violate the classification requirements of the Bankruptcy Code and fail to treat similarly situated classes fairly and equitably, it also provides for unjustified releases and injunctions in favor of non-Debtor insiders and is not demonstrably feasible. According to State, in addition to describing a fatally flawed Plan, the Disclosure Statement contains inadequate information for creditors to make an informed judgment about whether to accept or reject the Plan. Counsel for the State of Florida: ASHLEY MOODY Attorney General Patricia A. Conners Chief Associate Deputy Russell Kent Special Counsel for Litigation Gregory S. Slemp Senior Assistant Attorney General R. Scott Palmer Chief of Complex Enforcement PL-01, The Capitol Tallahassee, FL 32399-1050 Tel: (850) 414-3300 Concourse Center 4, 3507 E. Frontage Road Tampa, FL 33607 Telephone: (813) 287-7950 Trish.Conners@myfloridalegal.com Russell.Kent@myfloridalegal.com Greg.Slemp@myfloridalegal.com Scott.Palmer@myfloridalegal.com Richard W. Riley Stephen B. Gerald WHITEFORD TAYLOR & PRESTON LLP The Renaissance Centre 405 North King Street, Suite 500 Wilmington, DE 19801-3700 Tel: (302) 357-3265 Fax: (302) 661-7950 Email: rriley@wtplaw.com sgerald@wtplaw.com Robert P. Charbonneau Jacqueline Calderin AGENTIS PLLC 55 Alhambra Plaza, Suite 800 Coral Gables, FL 33134 Tel: (305) 722-2002 E-mail: rpc@agentislaw.com jc@agentislaw.com Christopher A. Jones, Esq. WHITEFORD TAYLOR & PRESTON L.L.P. 3190 Fairview Park Drive, Suite 800 Falls Church, Virginia 22042-4510 Tel: (703) 280 9260 Fax: (703) 280-9139 E-mail: cajones@wtplaw.com About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases are assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's attorneys; and Province, Inc., is the financial advisor. INSYS THERAPEUTICS: MDL Plaintiffs Object to Inequitable Treatment ------------------------------------------------------------------ The court-appointed claimants' leadership team in In re National Prescription Opiate Litigation, Case No. 17-md-02804, MDL No. 2804 (N.D. Ohio) (the "MDL Plaintiffs"), submitted an objection to the approval of the Disclosure Statement for Joint Chapter 11 Plan of Liquidation Proposed by Insys Therapeutics, Inc. and its Affiliated Debtors. MDL Plaintiffs point out that the Plan described in the Disclosure Statement is premised on materially disparate treatment for similarly situated classes of creditors. MDL Plaintiffs further point out that to support this inequitable treatment, the Debtors rely on a wholly unsupportable estimate of the values of the various classes of public and private claims. MDL Plaintiffs assert that apart from the Plan's patent unconfirmability, this Court must also reject the Disclosure Statement because the Disclosure Statement lacks basic information that would enable governmental creditors in Class 7 to understand the recovery their class may receive and how that compares to similarly situated unsecured creditors. MDL Plaintiffs complain that each of the "Categories" has significantly different levels of risk associated with recovery. According to MDL Plaintiffs, the Disclosure Statement fails to adequately disclose to governmental and Tribal creditors that they either do not participate in the cash or royalty asset pools (in the case of Category 1), or participate at a substantially less than pro-rata basis than they otherwise would be entitled to receive (in the case of the substantial differences between Categories 2 and 3). MDL Plaintiffs point out that the Plan also fails to provide sufficient information regarding the "Plan Settlement," including information about the parties who negotiated and agreed or did not agree to it, and the bases by which the estate fiduciaries' formed their views on the propriety of the Plan Settlement (especially as it relates to the Plan’s distribution scheme). MDL Plaintiffs further point out that of the hundreds of governmental entities holding claims against the Debtors, only 38 have agreed to the Plan's Class 7 claim amount. MDL Plaintiffs complain that the Disclosure Statement does not adequately describe post confirmation claims reconciliation and trust governance. Special Insolvency Counsel to the Movants: William D. Sullivan William A. Hazeltine SULLIVAN • HAZELTINE • ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 438-8191 E-mail: bsullivan@sha-llc.com whazeltine@sha-llc.com - and - David J. Molton Kenneth J. Aulet Gerard T. Cicero BROWN RUDNICK LLP Seven Times Square, 47th Floor New York, NY 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801 E-mail: dmolton@brownrudnick.com kaulet@brownrudnick.com gcicero@brownrudnick.com - and - Steven D. Pohl BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Telephone: (617) 856-8200 Facsimile: (617) 856-8201 E-mail: spohl@brownrudnick.com - and - Scott D. Gilbert Craig J. Litherland GILBERT LLP 1100 New York Ave, NW, Suite 700 Washington, D.C. 20005 Telephone: (202) 772-2277 E-mail: gilberts@gilbertlegal.com About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases are assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's attorneys; and Province, Inc., is the financial advisor. IPS WORLDWIDE: Trustee Files Plan After Assets Sold --------------------------------------------------- Alex D. Moglia, the chapter 11 Trustee for IPS Worldwide, LLC, submitted a proposed Plan of Liquidation and Disclosure Statement. On June 25, 2019, the Court entered its order authorizing the sale of substantially all of the Debtor's assets. The Chapter 11 Trustee conducted an auction on June 19, 2019, with Europe Management, SPRL, being the highest and best bidder. The asset sale closed in July 2019 and the amount of $2,300,000 was paid into the estate. On Sept. 17, 2019, the Chapter 11 Trustee filed its Motion to Approve Compromise of Controversy or Settlement Agreement Pursuant to Bankruptcy Rule 9019. The 9019 Motion reviews the dispute between the Debtor and Delgado & Romanik, PLLC and an alleged prepetition fraudulent transfer. The Motion remains pending before the Court. Through the Trustee's efforts in respect of: (i) the bank account reconciliation and settlement; and (ii) the Asset Sale, the estate has in excess of $10,000,000 as of Sept. 30, 2019. The Plan provides for a Liquidating Trust with a Liquidating Trustee with a mandate to generate the maximum possible amount of Extraordinary Income in as short a time as possible to distribute such Extraordinary Income equitably among the holders of allowed claims. The first Liquidating Trustee will be Alex D. Moglia. The term "Extraordinary Income" refers to any Cash or property recovered for the benefit of IPS's creditors. The Chapter 11 Trustee anticipates that Extraordinary Income will consist primarily of (1) assets currently held by IPS including a significant amount of Cash; and (2) recoveries from legal proceedings, both pending and yet to be filed, relating to the historical operations and management of IPS. Under the Plan, general unsecured claims total $100 million (Class 3), representing the overwhelming majority of claims against the Debtor. Unsecured claims are impaired and will be the beneficiary of the Liquidating Trust. Allowed Class 3 claims will be paid in Cash by the Liquidating Trustee from either from the liquidation of assets of the Debtor or Extraordinary Income. All existing equity interests (Class 4) will be cancelled. A full-text copy of the Disclosure Statement dated Nov. 1, 2019, is available at https://tinyurl.com/y5knnnym from PacerMonitor.com at no charge. Counsel for the Chapter 11 Trustee: R. Scott Shuker Mariane L. Dorris John B. Dorris Shuker & Dorris, P.A. 121 S. Orange Ave., Suite 1120 Orlando, FL 32801 Telephone: (407) 337-2060 Facsimile: (407) 337-2050 About IPS Worldwide IPS Worldwide, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-00511) on Jan. 25, 2019. In the petition signed by William Davies, president, the Debtor estimated assets of less than $50,000 and liabilities of $100 million to $500 million. The case is assigned to Judge Karen S. Jennemann. The Debtor tapped the Law Offices of Scott W. Spradley, P.A., as its bankruptcy counsel, and Moglia Advisors, as investment banking advisor. Judge Karen S. Jennemann approved the appointment of Alex D. Moglia as the Chapter 11 trustee for IPS Worldwide. The trustee retained Klayer and Associates, Inc., as counsel and Moglia Advisors, as investment banking advisor. The U.S. Trustee for Region 21 on Feb. 15, 2019, appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. ITS INVESTING: Court Approves Cash Stipulation with Pender ---------------------------------------------------------- The Bankruptcy Court authorized ITS Investing Spokane, LLC to use cash collateral on an interim basis pursuant to a stipulation entered into between the Debtor and Pender West Credit I Reit, LLC. The Court ruled, among others, that: (a) Pender will receive replacement liens on all property of the estate and super-priority administrative expense priority claims in the Bankruptcy Case, in each case to cover any diminution in the value of Pender's collateral, as adequate protection for using Pender's cash collateral during the Interim Period; (b) Pender will also receive replacement liens on all property of the estate and super-priority administrative expense priority claims for any portion of Pender's funds the Receiver uses to pay any projected deficit; (c) in the event quarterly U.S. Trustee fees become due in this case, those quarterly U.S. Trustee fees are carved out of the liens and super-priority claims granted to Pender in this Order. The Court appointed Trigild, Inc., as receiver in the Debtor's case, and will continue operating the Debtor's hotel business located at 120 W. 3rd Avenue, Spokane, Washington. A copy of the Interim Order and Budget covering the period through Dec. 13, 2019 is available at https://is.gd/tqNQKu from PacerMonitor.com free of charge. About ITS Investing Spokane ITS Investing Spokane, LLC, d/b/a Days Inn Spokane/ is a privately held company in the hotel industry. The Company filed a Chapter 11 petition (Bankr. E.D. Wa. Case No. 19-02753) on October 24, 2019 in Spokane, Washington. In the petition signed by Lee Friedman, president, the Debtor was estimated to have both assets and liabilities between $1 million and $10 million. Judge Frank L. Kurtz oversees the case. WINSTON & CASHATT, LAWYERS represents the Debtor. J2 GLOBAL: Moody's Affirms B1 CFR, Outlook Stable ------------------------------------------------- Moody's Investors Service affirmed j2 Global, Inc.'s B1 corporate family rating, B1-PD probability of default rating and the Ba3 rating on j2 Cloud Services, LLC's senior unsecured notes. The speculative grade liquidity rating is maintained at SGL-1. The outlook is stable. Yesterday, J2 announced that it was raising $500/550 million of new convertible senior notes (unrated) the proceeds of which will be used to repay the $128 million outstanding (as of September 30, 2019) under the company's credit facility with the balance kept on balance sheet. Issuer: j2 Global, Inc. Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Affirmations: Issuer: j2 Cloud Services, LLC Senior Unsecured Notes, Affirmed Ba3 (LGD3 from LGD4) Outlook Actions: Issuer: j2 Global, Inc. Outlook, Remains Stable RATINGS RATIONALE The B1 CFR reflects strong credit metrics including low leverage of around 3.1x expected for 2019 pro forma for the new convertible notes as well as the strong revenue growth and the company's very good liquidity. J2's business model is one that requires low capital intensity, which coupled with the company's low interest costs means that J2 is able to generate strong free cash flows, expected around $330 million in 2019. The company reinvests the bulk of these into growing its businesses, with a focus on digital media, through small to medium sized acquisitions. J2's M&A strategy focuses on business where synergies are material and can be achieved within 12 months (24 months for more sizeable targets). J2's rating also reflects the high execution risk related to such an active acquisitive strategy as well as the lower margin profile and revenue visibility of the digital business segment. The rating also incorporates concerns over the longevity of the company's main Cloud Services' business, which is centered around internet fax. With new digital platforms providing alternative means for sending documents and with key patents expiring, the company's competitive position in the internet fax market remains at risk of weakening despite current customer stickiness, low price points and functional value. Moody's recognizes the company's efforts to diversify its product offering however the internet fax business and the legacy, cloud-based voice services business still make up around 30% of J2's total revenue and, as per Moody's estimates, nearly 40% of EBITDA for the second quarter ending 30 June 2019. Due to the $500 million convertible note raise, Moody's expects leverage (Moody's adjusted), which was 2.6x LTM ending 30 June 2019, to temporarily to 3x by year-end 2019. Moody's expects continued revenue and EBITDA growth, bolstered by acquisitions largely funded with free cash flow, to result in leverage (Moody's adjusted) decreasing below 3x in the first half of 2020. The SGL-1 speculative grade liquidity rating indicates a very good liquidity profile, supported by cash balances and strong free cash flow. As of September 30, 2019, J2 had $95 million of cash on hand and $22 million of availability from its $150 million revolver which is expected to be fully repaid with part of the new convertible offering. J2 continues to generate strong free cash flow with the majority of it earmarked for M&A. For the LTM period ended 30 June 2019, the company generated FCF of $263 million. The company's cash balances and cash flows provide ample flexibility in addition to its revolving credit facility. j2 Cloud Services, LLC has a $200 million revolving credit facility that expires on 7 January 2024. The facility contains three financial covenants: (1) a total leverage ratio for j2 Cloud Services, LLC set at 3x, (2) a minimum EBITDA for j2 Cloud Services, LLC for any single fiscal quarter of at least $50 million, (3) a total leverage ratio for j2 Global, Inc. set at 3.25x. The company has no near term maturities, with the next earliest maturity being the revolver. The instrument ratings reflect the probability of default of the company, as reflected in the B1-PD Probability of Default Rating, an average expected family recovery rate of 50% at default, and the particular instruments' ranking in the capital structure. The Ba3 rating on J2's 2025 $650 million of senior unsecured notes issued by the company's main operating subsidiary, j2 Cloud Services, LLC reflects their senior priority ranking ahead of the unrated convertible notes issued at the parent level, j2 Global, Inc. with respect to the assets and earnings of the cloud services businesses. The stable outlook is based on Moody's view that the company will maintain revenue growth, mainly through acquisitions, and grow EBITDA and free cash flow while leverage (Moody's adjusted) declines to below 3x in the first half of 2020. Moody's could upgrade the ratings if leverage (Moody's adjusted) declined below 2.0x on a sustained basis and free cash flow to debt (Moody's adjusted) was sustained above 20%. Moody's could downgrade the ratings if leverage (Moody's adjusted) was sustained at or above 3.0x or free cash flow to debt (Moody's adjusted) fell below 10% on sustained basis. A negative rating action would also be considered if the company adopted aggressive financial policies. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Based in Los Angeles, CA, j2 Global, Inc. is a provider of business cloud services and digital media. For the last 12 months ended Sep 30, 2019, J2 reported approximately $1.31 billion in revenue and $528 million in company adjusted EBITDA. JAGGED PEAK: IDL Buying Substantially All Assets for $15M --------------------------------------------------------- Jagged Peak, Inc., Trade Global, LLC, and Trade Global North America Holding, Inc. ask of the U.S. Bankruptcy Court for the District of Nevada to authorize the bidding procedures in connection with the sale of substantially all their assets to ID Logistics US, Inc. for an estimated purchase price of $14,945,000, plus DIP financing in the amount of $2 million, subject to overbid. The Sale Hearing is set for Nov. 20, 2019 at 9:30 a.m. (PT). On Oct. 22, 2019, the Debtors filed their Bidding Procedures and Sale Motion. They propose to complete one or more sales of substantially all their assets to a prevailing bidder or bidders at an auction free and clear of all liens, claims, encumbrances and other interests. On Oct. 29, 2019, the Court entered the Bidding Procedures Order approving bidding procedures and setting key dates and times with respect to with respect to the Sale(s) of the Assets. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 13, 2019 at 4:00 p.m. (PT) b. Initial Bid: i. With respect to Jagged Peak, the Auction Baseline Bid will be (i) the value of the IDL Bid; (ii) the break-up fee in an amount equal to 2% of the Purchase Price; (iii) the amount required to reimburse IDL for its actual and documented expenses incurred in connection with the Sale, not to exceed $750,000; and (iv) a minimum initial overbid for the Transferred Assets of $250,000; ii. If TradeGlobal designates a Qualified Bidder as a stalking horse for the TradeGlobal Assets, the Auction Baseline Bid will be (i) the value of the TradeGlobal Stalking Horse Bidder's initial bid, (ii) the break-up fee offered by TradeGlobal to such TradeGlobal Stalking Horse Bidder, which amount will be determined by the Debtors in their reasonable business judgment but may not exceed 2% of the value of the TradeGlobal Stalking Horse Bidder's initial bid, (iii) the amount required to reimburse the TradeGlobal Stalking Horse Bidder for its reasonable, actual, out-of-pocket costs and expenses paid or incurred directly incident to, under, or in connection with the negotiation, execution and performance under a stalking horse agreement and the transactions contemplated thereunder (including travel expenses and reasonable fees and disbursements of counsel, accountants and financial advisors, excluding any charges for the time or services of the TradeGlobal Stalking Horse Bidder's employees) in an amount not to exceed $200,000, and (iii) an initial overbid increment of $100,000 or such other amount determined by the TradeGlobal in its discretion. c. Deposit: 10% of the Bid’s proposed purchase price d. Auction: The Debtors will conduct the Auction on Nov. 18, 2019 at 12:00 p.m. (PT at either the offices of the Debtors' proposed counsel, Cozen O'Connor, 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV 89169 or Garman Turner Gordon, 650 White Drive, Suite 100, Las Vegas, NV 89119 or such later time on such day or other place as the Debtors will notify all Qualified Bidders who have submitted Qualified Bids, if a Qualified Bid is timely received. TradeGlobal will be permitted, in its sole discretion, to adjourn the Auction with respect to the TradeGlobal Assets. Jagged Peak may, with the prior consent of ID Logistics US, Inc., the stalking horse bidder for the Jagged Peak Assets, adjourn the Auction as it relates to the Jagged Peak Assets. In the event of an adjournment, the Debtors will notify all parties who have submitted a Qualified Bid of the date, time, and place of the adjourned Auction. e. Bid Increments: $100,000 f. Sale Hearing: Nov. 20, 2019 at 9:30 a.m. (PT) g. Deadline for Contract Objection: Nov. 11, 2019 at 4:00 p.m. (PT) h. Deadline for Objections to Assurance of Future Performance: Nov. 18, 2019 at 9:00 a.m. (PT) i. Deadline for Sale Objections: Nov. 15, 2019 at 4:00 p.m. (PT) j. IDL will be allowed, to the maximum extent permitted by Section 363(k) of the Bankruptcy Code, to credit bid in its sole and absolute discretion any portion and up to the entire amount of all obligations outstanding under any DIP financing facility provided to Jagged Peak by IDL at any time up to the conclusion of the Auction, provided that the value of the IDL Bid will not be reduced. Pursuant to the terms of the Bidding Procedures, the Debtors have designated certain Contracts that may be assumed or assumed and assigned to the Winning Bidder. Substantially simultaneously with the Notice, the Debtors will send the Cure Notice to each counterparty to a Contract. By 4:00 p.m. (PT) on Nov. 14, 2019, the Debtors will file and serve the Assumption and Assignment Notice identifying all Qualified Bidders, stating which Contracts may be assumed and assigned, and providing such parties with the Qualified Bidders' proposed assurance of future performance. Subject only to execution of a definitive asset purchase agreement consistent with the IDL Term Sheet by Jagged Peak and IDL no later than Nov. 11, 2019, the stalking horse bid submitted by IDL, will be a Qualified Bid and IDL will be a Qualified Bidder, and IDL will be exempt from the requirements set forth in the Section D. Provided IDL is entitled to the Break-Up Fee and Expense Reimbursement in accordance with the Bidding Procedures Order, if IDL is outbid, and the Winning Bidder is a party other than IDL with respect to the Jagged Peak Assets, IDL shall, without further court order, be paid the Break-Up Fee and Expense Reimbursement, in full, without setoff or deduction of any kind, and in cash, immediately upon consummation of the Jagged Peak Sale out of the proceeds of the Jagged Peak Sale and will have priority as an administrative expense in the TradeGlobal case under Sections 503(b)(6) and 507(a) of the Bankruptcy Code. Within three business days of entry of the Bidding Procedures Order, the Debtors will cause the Cure Notice to a Contract Counterparty. Any Contract Counterparty that objects to the Cure Amount set forth in the Cure Notice or the possible assumption and assignment of their executory contract or unexpired lease (other than an objection with respect to adequate assurance of future performance) must file an objection. By 4:00 p.m. (PT) on Nov. 14, 2019, the Debtors will file and serve the Assumption and Assignment Notice. The Committee will have until 5:00 p.m. on Nov. 19, 2019 to file and serve any objections with respect to compliance with the Bidding Procedures or the conduct of the Auction. The Debtors are asking to waive the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d) in order for the Sale(s) to close immediately upon entry of the Sale Order(s) by the Court. A copy of the Bidding Procedures and APA attached to the Notice is available for free at: https://tinyurl.com/sv5j8ut About Jagged Peak Jagged Peak Inc. and its subsidiaries are software companies in Tampa, Florida. The Debtors deliver end-to-end global eCommerce solutions that help companies break into new markets and build customer base by creating a seamless experience across borders for all product types. Jagged Peak, Inc., based in Tampa, FL, and its debtor-affiliates sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 19-15959) on Sept. 16, 2019. In the petitions signed by CRO Jeremy Rosentha, Jagged Peak, and TradeGlobal, LLC, were estimated to have assets of $50 million to $100 million and liabilities of $10 million to $50 million; and TradeGlobal North America Holding, Inc. was estimated to have assets of $1 million to $10 million and estimated liabilities of less than $50,000. The Hon. Mike K. Nakagawa oversees the cases. Gregory E. Garman, Esq., at Garman Turner Gordon, serves as bankruptcy counsel to the Debtors. BMC Group, Inc., is the claims and noticing agent to the Debtors. JARED BROOKS: BigIron Auctions of Machinery & Equipment Approved ---------------------------------------------------------------- Judge Thomas L. Saladino of the U.S. Bankruptcy Court for the District of Nebraska authorized Jared D. Brooks' BigIron Auctions of any or all of the items of machinery and equipment free and clear pursuant to 11 U.S.C. Section 363(b). The items, with their estimated values, are: Item Est. Value ---- ----------- Hay trailer, homemade, 20' $1,000 Hay trailer, Lufkin, 53' $3,000 Sooner Stock Trailer, 24', 1994 $6,000 1998 Wilson Grain Trailer, 49' Spread Axle $15,000 2009 Wilson Grain Trailer, 43' Tandem $25,000 1978 Peterbilt, 379 EXHD $5,000 1981 Ford Service Truck, F-600 $4,000 2010 Polaris Ranger $8,000 2013 Roadrunner, 1,200-Gallon Fertilizer $4,500 Nose Tank $2,000 Square Baler, New Holland $1,000 4890 John Deere Swather, 16'Head, 1998 $30,000 Vermeer Rake, 12-wheel $2,000 986 lh Tractor, Case IH $8,000 4430 JD Tractor w/Loader $15,000 H90 Pay loader, International, w/Grapple $10,000 16-row 30" Corn Head, Gerhinghoff, 2007 $35,000 1770 Planter, JD, 16-Row 1770 NT, 2010 $60,000 Gopher Machine $1,500 Grinder, Bear Cat, 950 $3,000 Pivot Track Closer, Patriot, Closer $3,000 JD 3pt Blade, 10' $1,000 JD Disk, 25', 1998 $3,500 Sweep Plow, Richardson, 30' $3,000 JD 960 Sweep, 40' $3,000 Donahue Trailer $1,000 Calf Cradle, PowerRiver, 2015 $500 Rake, Rowse, 27-wheel, 2011 $20,000 Anchor Acceptance Corp. has a lien on four of the Wilson trailers described in the Debtor's Motion to Sell and specifically stated in paragraph 5 of the Amended Stipulation for Limited Relief of Stay. Anchor is allowed to take possession of the four Wilson trailers and sell them through Wilson Trailer dealership in Grand Island, Nebraska. It will provide the Debtor with a full accounting of the sale of the four Wilson trailers and pay any equity to the Debtor after full payment of the debt/claim owed to Anchor. The asset list in the Debtor's Motion to Sell will be amended to exclude the four Wilson trailers where Anchor has a lien. The Amended Stipulation does not affect the automatic stay in place against Anchor for the Debtor's remaining indebtedness and the trailers held by it as security for payment of said indebtedness. The Court grants the Debtor's Amended Motion to Sell which excludes the four Wilson trailers and the Amended Stipulation for Limited Relief of Stay concerning the four Wilson trailers pursuant to the terms of that Stipulation. Any 14-day stay provided by Bankr. R. 4001 is hereby deemed overridden and inapplicable to the Order. The case is In re Jared D. Brooks (Bankr. D. Neb. Case No. 18-40417). JOSEPH'S TRANSPORTATION: Gets Court OK to Use Cash Thru Jan. 2020 ----------------------------------------------------------------- Judge Frank J.Bailey authorized Joseph's Transportation, Inc., to use cash collateral through Jan. 30, 2020, pursuant to the same terms and conditions as previously allowed. Hearing on the cash request will be held on Jan. 28, 2020 at 11 a.m. A further Motion to Use Cash Collateral shall be filed on or before Jan. 20, 2020. Objections are due by noon of Jan. 27, 2020. About Joseph's Transportation Joseph's Transportation, Inc., is a family-owned and operated full transportation company that has been serving the New England area for more than 40 years. Joseph's Transportation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14282) on Nov. 11, 2018. In the petition signed by Joseph Albano III, president, the Debtor was estimated to have assets of $500,001 to $1 million and liabilities of the same range. The Law Office of Gary W. Cruickshank serves as counsel to the Debtor; and Rucci Bardaro & Falzone as its accountant. KAIROS HOMES: Gets Interim Cash Access from Sales Proceeds ---------------------------------------------------------- Judge Mark X. Mullin authorized Kairos Homes, L.L.C., to use cash collateral on an interim basis. The Court authorized Brian Frazier, president of Kairos Homes, L.L.C., to sign the closing and conveyance documents relating to the sale of five real estate properties located in Parker County, Texas. The Court ruled that: (a) the Properties may be sold free and clear of all liens, claims, and encumbrances except purchase money, and all unpaid ad valorem property tax liens. (b) all ad valorem property taxes for year 2018 and a pro-rated portion of the ad valorem taxes for 2019 and all rollback taxes due by the Debtor and all prior years will be paid in full at the sale closing with the liens that secure all amounts owed for any unpaid years remaining attached to the real property and becoming the responsibility of the purchaser. (c) all ad valorem property taxes for 2019 and all prior years must be paid in full with interest that has accrued from the Petition Date through the date of payment at the state statutory rate of 1% per month. (d) the Internal Revenue Service's lien now attaches to the first $20,000,00 in proceeds from the sale, and is no longer a lien on the real property. About Kairos Homes Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com/-- is a home builder in Fort Worth, Texas. Kairos Homes filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43969) on Oct. 3, 2018. In the petition signed by Brian Frazier, president, the Debtor disclosed $3,006,914 in assets and $1,116,717 in liabilities. The Hon. Mark X. Mullin oversees the case. John Park Davis, Esq., at Davis Law Firm, serves as bankruptcy counsel to the Debtor. KINNEY FARMS: Working on Plan Amendments, Seeks Extension --------------------------------------------------------- Debtor Kinney Farms, Inc., filed an unopposed motion, as amended, for an order continuing the disclosure statement and confirmation hearing scheduled for Oct. 31, 2019 to Dec. 15, 2019. As a result of discussions between counsel for the Debtor and counsel to the active creditors in this case, it is apparent that the Chapter 11 Plan, as filed, is not confirmable. However, the Debtor, a potato farm business, is of the justified believe that the Chapter 11 Plan can be amended and creditor treatment improved, as a result of the current crop harvest, along with favorable crop revenue rejections for the coming two years. Prior to the filing of this Motion, the Debtor's counsel conferred with John Mueller, representing Nutrien Ag Solutions, Inc., and with Ryan Mittauer, representing Farm Credit of Florida, ACA, concerning the relief requested in this Motion. Both creditors are actively prosecuting Motions for Relief from Stay. Both counsel indicated they do not object to a continuance of the Hearing. Counsel for Conterra Holdings, LLC, the holder of the largest claim in this case, also indicated that Conterra likewise does not oppose the requested relief. A full-text copy of the Motion dated Oct. 31, 2019, is available at https://tinyurl.com/y6emg9f3 from PacerMonitor.com at no charge. The Debtor is represented by: Scott W. Spradley Law Offices of Scott W. Spradley, P.A. 109 South 5th Street P.O. Box 1 Flagler Beach, FL 32136 Tel: 386/693-4935 Fax: 386/693-4937 E-mail: scott@flaglerbeachlaw.com About Kinney Farms Kinney Farms, Inc., is a Bunnell, Florida-based privately held company in the agricultural industry. Kinney Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04194) on Nov. 30, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Paul M. Glenn. The Debtor tapped the Law Offices of Scott W. Spradley, P.A., as its legal counsel. L.G. STECK: Gets Interim Cash Access Thru Dec. 5 ------------------------------------------------ Judge Mary Jo Heston authorized L. G. Steck Memorial Clinic, P.S., to use cash collateral through Dec. 5, 2019, on an interim basis to pay ordinary and necessary business expenses of the Debtor's business. Each of the Secured Parties is granted valid, binding, enforceable and perfected security interests and liens in the same priority as they existed prior to the Petition Date in all personal property of the Debtor. The Debtor is directed to make monthly payments to State Security Bank for $7,100 monthly, to be applied to the outstanding loan balance owing under the Security State Bank Loan Agreement by November 1, 2019, and will continue on or before the first day of each month thereafter. A hearing is set for Dec. 4, 2019 at 9 a.m. at Judge Heston's Courtroom H, Union Station. A copy of the Interim Order can be accessed at https://is.gd/aIy1DK from PacerMonitor.com free of charge. About L. G. Steck Memorial Clinic L. G. Steck Memorial Clinic, P.S., is a professional service corporation that provides health care services. The Company was incorporated in 1977 and does business as The Steck Medical Group. L. G. Steck filed a Chapter 11 petition (Bankr. W.D. Wa. Case No. 19-43334) on Oct. 17, 2019 in Tacoma, Washington. In the petition signed by Hugo DeOliveira, chief administrative officer, signed the petition, the Debtor was estimated with assets between $500,000 and $1 million, and liabilities between $1 million and $10 million. The case is assigned to Judge Mary Jo Heston. THE TRACY LAW GROUP PLLC is the Debtor's counsel. LATEX FOAM: May Use Cash Collateral Thru Jan. 31, 2020 ------------------------------------------------------ The Bankruptcy Court authorized Latex Foam International, LLC, and its debtor-affiliates to use cash collateral from Nov. 12, 2019 through Jan. 31, 2020. A further hearing will be held on Jan. 28, 2020 at 2:00 p.m. to consider the Debtors' motion. The Court ruled that the protections and rights granted to Entrepreneur Growth Capital, LLC through the cash collateral period will not be subject to modification or adjustment by any challenge by any party-in-interest or Court order. Moreover, the Debtors will deposit into five separate, segregated DIP bank accounts the amounts provided for in the budget for payments to Zeisler & Zeisler, P.C.; Wiggin and Dana; Capstone; SSG Advisors, LLC; and the professionals retained by the Committee. A copy of the Budget attached to the Interim Order is available for free from PacerMonitor.com at https://is.gd/3swqGM About Latex Foam International Latex Foam International, LLC, which conducts business under the name Talalay Global, provides textile furnishing products. It offers house furnishings such as blankets, bedspreads, sheets, table clothes, towels, and shower curtains. Latex Foam International and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Lead Case No. 19-51064) on Aug. 8, 2019. The petitions were signed by Marc Navarre, chief executive officer. At the time of the filing, the Debtors were estimated to have assets between $10 million and $50 million and liabilities of the same range. Judge Julie A. Manning oversees the case. James Berman, Esq., at Zeisler & Zeisler, P.C., is the Debtors' counsel. LICK INDUSTRIES: Gets Final OK to Use Cash Until Nov. 20 -------------------------------------------------------- Judge Thomas J. Tucker authorized Lick Industries LLC to use cash collateral on a final basis until Nov. 20, 2019, in the ordinary course of business, pursuant to the terms of the interim cash collateral order dated Sept. 27, 2019. As adequate protection, Wells Fargo Bank, National Association is granted a perfected lien and security interest in the Debtor's post-petition cash, rents, accounts, instruments, chattel paper, general intangibles. As further adequate protection: * the Debtor must make monthly "interest only" payments for $1,960.46 with respect to a $400,000 note at the non-default interest rate of 6.020% to the Bank beginning on Sept. 15, 2019, and continuing each month through the term; * when all five residential units of the mortgaged property are fully rented, the Debtor must increase the monthly payments to the Bank to the regular principal and interest payments of $2,582.10 required under the Note. An Official Committee of Unsecured Creditors, if one is appointed, will be entitled to investigate and challenge the alleged prepetition security interests and other liens and claims of the Bank within 14 days after the receipt of the copies of the Bank Loan Documents. About Lick Industries Based in Royal Oak, Mich., Lick Industries, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-51017) on July 30, 2019, listing under $1 million in both assets and liabilities. Yuliy Osipov, Esq., at Osipov Bigelman, P.C., represents the Debtor. LIFESTYLE YACHTS: Hires Van Horn Law Group as Bankr. Attorney ------------------------------------------------------------- Lifestyle Yachts, Inc., requests an order from the U.S. Bankruptcy Court for the Southern District of Florida authorizing the employment of Chad Van Horn, Esq., and the law firm of Van Horn Law Group nunc pro tunc to October 25, 2019, to represent the Debtor in this case. The professional services the firm will render are: a) To give advice to the Debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b) To advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c) To prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d) To protect the interest of the Debtor in all matters pending before the court; e) To represent the Debtor in negotiation with its creditors in the preparation of a plan. Van Horn Law Group will undertake this engagement on an hourly basis at these rates: Chad Van Horn, Esq. $450.00/hour Associates $350.00/hour Jay Molluso $250.00/hour Law Clerks $175.00/hour Paralegals $175.00/hour Chad Van Horn, Esq., attests neither the professionals nor the law firm has any connection with the creditors or other parties-in-interest or their respective attorneys. Neither the attorney nor the law firm represent any interest adverse to the Debtor. About Lifestyle Yachts Lifestyle Yachts, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-24364) on Oct. 25, 2019. At the time of the filing, the Debtor disclosed assets of less than $50,000 and liabilities of less than $1 million. Judge Robert A. Mark is assigned to the case. The Debtor is represented by Chad Van Horn, Esq. at Van Horn Law Group, P.A. LIGHTHOUSE HOSPITALITY: May Use Cash Collateral Thru Dec. 31, 2019 ------------------------------------------------------------------ The Bankruptcy Court for the District of Connecticut authorized Lighthouse Hospitality LLC to use cash collateral for the period from Nov. 1, 2019 through Dec. 31, 2019 to pay up to $15,115.14 of expenses for November 2019 and $14,136.14 for December 2019, including adequate protection payments of interest to secured creditors, as well as certain accruals for taxes and insurance, pursuant to the budget. The Court allowed the Debtor to deposit any insurance proceeds, with respect to repairs of a water damage in Jan. 2019, upon receipt of necessary endorsements of Harborone Bank, US Small Business Administration, and Community Investment Corporation, into a separate DIP checking account, and to expend said repair funds as directed. A copy of the Order can be accessed free of charge from PacerMonitor.com at https://is.gd/v0Qbsl About Lighthouse Hospitality Lighthouse Hospitality LLC, which conducts business as Tidewater Inn, operates a three-star hotel in Madison, Connecticut. The hotel's guestrooms have a private en-suite bathroom with a shower, air conditioning, cable television, and wireless internet access. Lighthouse Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 19-30387) on March 14, 2019. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of less than $1 million. The case is assigned to Judge Ann M. Nevins. Coan, Lewendon, Gulliver & Miltenberger, LLC, is the Debtor's counsel. MAD DOGG ATHLETICS: CEO, Lender in Negotiations re Secured Claim ---------------------------------------------------------------- John R. Baudhuin, CEO and equity owner of Mad Dogg Athletics, Inc.,and MUFG Union Bank, N.A., the Debtor's senior secured lender, are in negotiations with respect to Mr. Baudhuin's acquisition of the Union Bank secured claim against the Debtor, a Court filing says. As the new holder of that claim, Mr. Baudhuin will stipulate to the Debtor's use of cash collateral for the period starting Dec. 1, 2019 through Jan. 31, 2020, upon the completion of Mr. Baudhuin's acquisition of the Union Bank secured claim pursuant to the Second Cash Collateral Budget, and on terms subject to documentation. The Debtor scheduled Union Bank with a secured claim for $3,600,000, and an unsecured guaranty claim for $9,484.343. To the extent Union Bank continues to be the holder of the Union Bank secured claim, the Debtor is hopeful that it will reach another agreement with Union Bank prior to the continued hearing on November 26, 2019 at 10:00 a.m., as they have not yet reached another agreement regarding the Debtor's continued use of cash collateral as of the filing of this Second Supplement. Junior secured creditors Syrac, Phoenix, and Mr. Baudhuin (on account of his junior secured claim for $500,000) consent to the Debtor's continued use of cash collateral through to and ending January 31, 2020. A copy of the Supplement document is available at https://is.gd/Ge3DwM from PacerMonitor.com free of charge. The continued hearing on Nov. 26, 2019 will be held in Courtroom 1375 255 E. Temple St. Los Angeles, California. About Mad Dogg Athletics Mad Dogg Athletics, Inc. -- https://www.maddogg.com/ -- offers a comprehensive portfolio of fitness equipment, programming, and education. The company manufactures home Spinner bikes, Pilates and functional training equipment, and a complete line of Spinning-branded apparel and accessories. With its business founded in 1994 in Los Angeles, California, Mad Dogg operates from its corporate headquarters in Venice, California. Mad Dogg Athletics sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-18730) on July 26, 2019. In the petition signed by CEO John R. Baudhuin, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Julia W. Brand. David S. Kupetz, Esq., at SULMEYER KUPETZ, serves as the Debtor's counsel. MDM HOLDINGS: Court Ok’s Stipulation to Use Cash Thru March 2020 ------------------------------------------------------------------ Richard M Blythe, Assistant U.S. Bankruptcy Administrator for the Northern District of Alabama, approved the stipulation entered into between MDM Holdings, Inc., and Strategic Funding Source, Inc., dba Supersonic Funding, with respect to the Debtor's use of cash collateral. Pursuant to the Agreed Order: (a) the Debtor may use the cash collateral until the earlier of (i) March 31, 2020; or (ii) the occurrence or existence of an event of default, and pursuant to the November 2019 through January 2020 budget, as supplemented by the Debtor for February 2020 and March 2020. (b) the Debtor will pay Strategic Funding $800 monthly beginning Nov. 4, 2019, and the first Friday of every month thereafter, until the expiration or termination of this Agreed Order. (c) as additional adequate protection, the Debtor will provide Strategic, nunc pro tunc to the Petition Date, valid, enforceable and perfected replacement liens on and to all of the Debtor's assets that compromise the Collateral. The Debtor will use the cash collateral to meet its post-petition obligations, and to pay general and administrative operating expenses, and other necessary costs during the pendency of its Chapter 11 case. A copy of the Agreed Order is available for free from PacerMonitor.com at https://is.gd/vTeAG0 About MDM Holdings MDM Holdings, Inc., sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-82531) on Aug. 22, 2019, estimating less than $1 million in both assets and liabilities. SPARKMAN, SHEPARD & MORRIS, P.C., is the Debtor's counsel. MECHANICAL TECHNOLOGIES: Hires Harris Law Practice as Counsel ------------------------------------------------------------- Mechanical Technologies Corp. d/b/a Alpine Air, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Harris Law Practice LLC, as counsel to the Debtor. Mechanical Technologies requires Harris Law Practice to: a. assist in the examination and preparation of records and reports as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; b. prepare applications and proposed orders to be submitted to the Court; c. identify and prosecute claims and causes of action assertable by the Debtor on behalf of the estate; d. examine of proofs of claim anticipated to be filed and the possible prosecution of objections to certain of such claims; e. advise the Debtor and prepare documents in connection with the contemplated ongoing operations of the Debtor's business, if any; f. assist and advise the Debtor in performing other official functions as set forth in Section 521, et seq., of the Bankruptcy Code; and g. advise and prepare a Plan of Reorganization, Disclosure Statement and related documents and confirmation of said Plan. Harris Law Practice will be paid at these hourly rates: Stephen R. Harris $425 Paraprofessionals $150 to $250 Harris Law Practice will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen R. Harris, a partner at Harris Law Practice, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Harris Law Practice can be reached at: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 6151 Lakeside Dr, Ste 2100 Reno, NV 89511 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@harrislawreno.com About Mechanical Technologies Corp. d/b/a Alpine Air Mechanical Technologies d/b/a Alpine Air -- http://alpineheatingandair.com/-- specializes in offering single source contracting for all residential and commercial design/build needs. The Company services and installs residential heating and air conditioners. Alpine Air has designed, installed and serviced projects including computer rooms, environmental chambers, manufacturing facilities, biotech laboratories, burn-in rooms, and dry rooms. Alpine Air was established in 1987. Mechanical Technologies Corp. d/b/a Alpine Air, based in Reno, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-51146) on Sept. 26, 2019. In the petition signed by John Donovan, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Bruce T. Beesley oversees the case. Stephen R. Harris, Esq., at Harris Law Practice LLC, serves as bankruptcy counsel. MEDIQUIP INC: Has Court Nod to Use Cash Thru Dec. 15 ---------------------------------------------------- Judge Louis A. Scarcella authorized Mediquip, Inc., to continue using cash collateral through Dec. 15, 2019, according to the case docket. A hearing is scheduled for Dec. 12, 2019 at 11 a.m. at Courtroom 970 to consider the Motion. The Debtor is seeking to use cash collateral to continue business operations and to preserve the value of its estate during the course of the Chapter 11 case. The Debtor proposed to grant its Secured Creditors (including De Lage Landen Financial Services, Inc.) with replacement liens in all of the Debtor's assets and proceeds in the continuing order of priority that existed as of the Petition Date, and to the extent that the Secured Creditors had valid, legal and enforceable security interests in the prepetition assets on the Petition Date. About Mediquip Inc. Mediquip, Inc., operates a home respiratory care business and services patients throughout the New York metropolitan area. It filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-77310) on Oct. 24, 2019. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP represents the Debtor. Judge. Louis A. Scarcella is assigned the case. MODERN POULTRY: Dec. 17 Hearing on Amended Disclosures ------------------------------------------------------ On Oct. 30, 2019, debtor Modern Poultry Systems, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Alabama, Eastern Division, an amended disclosure statement and an amended plan. On Oct. 31, 2019, Judge James J. Robinson ordered that: * Dec. 17, 2019, at 9:30 a.m., is fixed for the hearing to consider the approval of the amended disclosure statement to be held at 113 U. S. Courthouse, 12th and Noble Streets, Anniston, AL 36201. * Dec. 10, 2019, is fixed as the last day for filing and serving in accordance with Fed. R. Bankr. P. 3017(a) written objections to the disclosure statement. About Modern Poultry Systems Modern Poultry Systems, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-40259) on Feb. 19, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge James J. Robinson. Tameria S. Driskill, LLC, is the Debtor's legal counsel. MOTIVA PERFORMANCE: Hires Walker & Associates as Counsel -------------------------------------------------------- Motiva Performance Engineering LLC applies to the U.S. Bankruptcy Court for the District of New Mexico for an order authorizing the employment of Walker & Associates, P.C. as counsel in all matters and proceedings in this bankruptcy case. The Debtor will require an attorney to perform services in connection with the conduct of this case. In general, the professional services the firm would render are: (a) To represent and render legal advice to the Debtor regarding all aspects of conducting this bankruptcy case, including without limitation the continued operation of the Debtor's business, claims objections, adversary proceedings, plan confirmation, liquidation of assets, and all hearings before the Bankruptcy Court; (b) To prepare any necessary petitions, answers, motions, applications, orders, reports, and other legal papers, including the Debtor's plan of reorganization or liquidation and disclosure statement and any amendments or modifications thereto; (c) To assist the Debtor in taking actions required to reorganize or liquidate under Chapter 11 of the Bankruptcy Code; (d) To perform legal services necessary or appropriate for the Debtor's continued operation of its business, to the extent Debtor continues operations, and (e) To perform any other legal services the Debtor deems appropriate and which the firm agrees to perform. The firm’s services would not include rendering advice in tax (other than the treatment of tax claims in the Plan, and negotiations regarding amounts owed), securities, personal injury, environmental, labor, or criminal law. The firm will undertake this representation at Attorney's standard hourly rate, plus gross receipts tax and out-of-pocket expenses. Its hourly rates are as follows: Thomas D. Walker: $295.00 per hour Chris W. Pierce: $295.00 per hour Firm associates are $225.00 to $250.00 per hour Legal assistants are $75.00 to $125.00 per hour The firm attests that its professionals have no connection with Debtor, the Debtor's creditors, or any other party-in-interest in this bankruptcy case, or their attorneys or accountants, or with the United States Trustee or any person employed in the office of the United States Trustee, other than the representation herein. Accordingly, the firm is a disinterested person as such term is defined in Section 101(14) of the Bankruptcy Code. About Motiva Performance Engineering Motiva Performance Engineering, LLC, based in Albuquerque, New Mexico, owns and operates an automotive performance, repair and dynamometer facility in Albuquerque. Motiva Performance filed for Chapter 11 bankruptcy (Bankr. D. N.M. Case No. 19-12539) on November 1, 2019. The Hon. David T. Thuma oversees the case. Lawyers at Walker & Associates, P.C., serve as counsel to the Debtor. In its petition, the Debtor listed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David Rochau, authorized representative. NIGHTGALLERIE LLC: Hires James Shepherd as Bankruptcy Counsel ------------------------------------------------------------- Nightgallerie LLC sought and obtained permission from the U.S. Bankruptcy Court for the North District of California to employ the Law Offices of James Shepherd and James A. Shepherd, Esq., as its bankruptcy counsel effective as of November 4, 2019. The Debtor requires experienced bankruptcy counsel to represent it and provide legal services in connection with: i) The Initial Debtor Interview and Meeting of Creditors conducted by the U.S. Trustee; ii) Preparing Monthly Operating Reports; iii) Wage, cash collateral, critical vendor and motions related to other operational issues; iv) Contested matters, including prosecuting and responding to all motions herein and conducting discovery related thereto; v) Creditor and U.S. Trustee inquiries; vi) Compliance with applicable laws, guidelines and procedures, including all local rules of this court; vii) Court hearings, status conferences and in all other proceedings; viii) Negotiation and obtaining confirmation of a Chapter 11 plan and assistance with post-confirmation issues; and ix) All services related to the foregoing. The Debtor executed a written fee agreement that required payment of an initial deposit of $15,000 to Law Offices of James Shepherd, which deposit was reduced to $0.00 after pre-petition professional fees and the Chapter 11 case filing fee were paid by the Debtor. James A. Shepherd attests that his firm has no connections with the Debtor, nor any of its known creditors, attorneys or accountants, the United States Trustee or any person employed with the Office of the United States Trustee to the extent applicable, and is a disinterested person within the meaning of 11 U.S.C. section 101(14) and as required by 11 U.S.C. section 327(a). The firm may be reached at: James A. Shepherd, Esq. LAW OFFICES OF JAMES SHEPHERD 3000 Citrus Circle, Suite 204 Walnut Creek, CA 94598 Tel: (925) 954-7554 Fax: (925) 281-2341 Email: jim@jsheplaw.com Nightgallerie, LLC, owns and operates Mezzanine SF -- www.mezzaninesf.com -- a music and entertainment venue located at 444 Jessie Street San Francisco, CA 94103. Nightgallerie, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-31066) on Oct. 9, 2019. The petition was signed by Deborah Jackman, owner/manager. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in assets and $500,000 to $1 million in estimated liabilities. Judge Hannah L. Blumenstiel is assigned to the case. The Law Offices of James Shepherd serves as the Debtor's counsel. NS FITNESS: Unsecureds to Have 1.8% Recovery Under Plan ------------------------------------------------------- Debtor NS Fitness LLC, d/b/a Next Step Fitness, filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a disclosure statement describing its plan of reorganization. All allowed unsecured claims in Class 4 receive an initial payment equal to their pro rata share of $20,000, less administrative expenses and a promissory note for the pro rata portion of $25,000, less the amount paid to unsecured creditors from the Steven Preston $20,000 confirmation contribution. The Debtor anticipates that allowed unsecured claims will approximate $1.4 million so that a $25,000 distribution will result in an estimated recovery to unsecured creditors of approximately 1.8% of each creditor's claim. All equity interests of members of the Debtor will be cancelled. Steven Preston be issued a 100% membership interest in the Reorganized Debtor for the $20,000.00 confirmation distribution he will give to the Debtor towards administrative expenses and initial creditor payments. The Plan contemplates that the Reorganized Debtor will continue to operate its reorganized business, with lower operating expenses. The Plan contemplates that the Reorganized Debtor will execute new notes and security agreements with its major secured creditor. The Debtor believes the cash flow generate from core operations along with a reduction in cash flow demands from the new secured obligations and not having to pay rent will be sufficient to meet operating needs and required plan payments. A full-text copy of the Disclosure Statement dated Oct. 31, 2019, is available at https://tinyurl.com/yxrys2gb from PacerMonitor.com at no charge. About NS Fitness LLC NS Fitness LLC -- http://www.nextstepfitnessocala.com/-- owns and operates a gym in Ocala, Calif. NS Fitness sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01173) on March 29, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $1 million and $10 million. Schatt, Hesser, McGraw is the Debtor's bankruptcy counsel. PEAK SERUM: Case Summary & 12 Unsecured Creditors ------------------------------------------------- Debtor: Peak Serum, Inc. 6598 Buttercup Dr. Unit 3 Wellington, CO 80549 Business Description: Headquartered in Wellington, Colo., Peak Serum is a privately owned and independent supplier of life science laboratory products. Its core focus is Fetal Bovine Serum (FBS) for cGMP / clinical trial research and diagnostics applications. The Company offers a wide range of 100% US Origin and USDA-Approved FBS products for all levels of research compliance. Chapter 11 Petition Date: November 13, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Case No.: 19-19802 Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Aaron A. Garber, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Fax: 303-296-7600 E-mail: agarber@wgwc-law.com Total Assets: $956,300 Total Liabilities: $3,580,644 The petition was signed by Thomas Kutrubes, president and CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at: http://bankrupt.com/misc/cob19-19802.pdf PIONEER GENERAL: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: Pioneer General Engineering Contractors, Inc. 169 Circle Drive Bradbury, CA 91008 Business Description: Pioneer General Engineering is a general contractor based in Bradbury, California. Chapter 11 Petition Date: November 14, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-23392 Judge: Hon. Sandra R. Klein Debtor's Counsel: Paris Page, Esq. PAGE LAW 1976 S. La Cienega Blvd. #613 Los Angeles, CA 90034 Tel: 213-220-3965 E-mail: Paris@pagelawnow.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nasir Eftekhari, CEO. The Debtor lists Newmarks Yacht Center as its sole unsecured creditor holding a claim of $10,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-23392.pdf PROVIDENT FUNDING: Moody's Lowers Sr. Unsec. Rating to B2 --------------------------------------------------------- Moody's Investors Service downgraded Provident Funding Associates, L.P.'s senior unsecured rating to B2 from B1, reflecting the correction of an error in Moody's prior analysis. The B1 Corporate Family Rating and the stable rating outlook are unaffected by this action. RATINGS RATIONALE The downgrade of Provident's senior unsecured rating reflects the correction of an error. In the prior rating action of 10 October 2019, Provident's mortgage servicing rights (MSR) lines of credit were incorrectly excluded from the loss given default (LGD) analysis. With the action, Moody's has corrected the LGD analysis to position the senior unsecured rating at B2, reflecting a higher projected loss severity for the senior unsecured notes. WHAT COULD CHANGE THE RATINGS UP/DOWN Provident's ratings could be upgraded if the company is able to sustainably improve its profitability, measured as pre-tax income to assets, to greater than 2.5% while also maintaining an adequate capital cushion of at least 20% tangible common equity to tangible assets. The ratings could be downgraded if the company is unable to maintain modest profitability measured as pre-tax income to assets of at least 0.5%. In addition, Provident's ratings could be downgraded if the company's leverage increases (i.e. tangible common equity to tangible assets of less than 15%) or its asset quality or funding profile deteriorates. The senior unsecured debt rating could be downgraded if Provident were to increase the size of its MSR lines of credit, which would increase the potential severity of loss for senior unsecured creditors. The principal methodology used in this rating was Finance Companies published in December 2018. PSK PROPERTIES: Gets Final Nod on Use of Cash Collateral -------------------------------------------------------- Judge Mark X. Mullin authorized PSK Properties & Investment, LLC, to use cash collateral on a final basis nunc pro tunc to the Petition Date, pursuant to the budget. The budget provides for expenses projected through March 31, 2020, a copy of which is available for free from PacerMonitor.com at https://is.gd/yKVhRi Providence Bank, d/b/a Premier Bank Texas, is granted replacement liens to the same extent, validity and priority as existed on the Petition Date in the Debtor's cash collateral which is owned as of or acquired after the Petition Date. The Debtor will pay Premier Bank $5,000 monthly beginning Oct. 22, 2019 until the confirmation of the Debtor's Chapter 11 Plan or the dismissal or conversion of the Chapter 11 case. Mr. Pierre Khoury may, subject to Court approval, file an application for administrative expenses in this Chapter 11 proceeding. All payments to Mr. Khoury will be suspended. About PSK Properties Investment PSK Properties Investment, LLC, owns in fee simple a commercial real estate located in Fort Worth, Texas, valued by the Company at $4.29 million. PSK sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-43595) on Aug. 31, 2019 in Fort Worth, Texas. The petition was signed by Pierre Khoury, president, BestBUY Gas & C-Store Inc., its managing member. The Debtor listed total assets at $4,792,306 and total liabilities at $3,591,100. M.J. WATSON & ASSOCIATES, P.C., is the Debtor's counsel. PSK PROPERTIES: Mustafa Buying Fort Worth Property $3.8 Million --------------------------------------------------------------- PSK Properties & Investment, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of the commercial real property located at 4561 Heritage Trace Parkway, Fort Worth, Texas, together with all improvements thereon, if any, and all rights, privileges, tenements, hereditaments, rights-of-way, appendages and appurtenances, in anyway appertaining thereto and all right, title, and interest in and to any streets, ways, alleys, strips or gores of land adjoining the property or any part thereof, to Arshad Mustafa and/or his assigns for $3.8 million, contingent upon third party financing, subject to overbid. The Property was extensively marketed to local and national audiences by Randy White Real Estate Services, the Debtor's Proposed Real Estate Broker, a real estate broker whose employment has been sought by the Debtor for approval by the Court. The Property is subject to standby fees, taxes, and assessments by ad valorem taxing authorities for the calendar year 2018 and 2019. It is also allegedly subject to the liens described in the following instruments: a. Deed of Trust (Real Estate Form) from PSK Properties & Vendor's Lien retained in deed dated June 22, 2017, recorded June 23, 2017, under County Clerk's File No. D217143622, from Heritage T. No. 9, Ltd., a Texas Limited Partnership to PSK Properties & Investment, LLC, a Texas Limited Liability Company, securing the payment of one note in the principal amount of $3,362,100, bearing interest and payable as therein provided to the order of Providence Bank, a Missouri Banking Association doing business as Premier Bank Texas, and additionally secured by a Deed of Trust of even date therewith, in favor of SB Real Estate Services, LLC, Trustee(s), recorded under County Clerk's File No. D217143623, of the Official Public Records of Tarrant County, Texas; b. Assignment of Rent, Income, and Receipts dated June 22, 2017, recorded June 23, 2017, under County Clerk's File No. D217143624, of the Official Public Records of Tarrant County, Texas; and c. Deed of Trust (Real Estate Form) from PSK Properties & Investment, LLC, a Texas limited liability company to SB Real Estate Services, LLC, dated 04/27/2018, filed 05/01/2018, recorded in cc# D218092349, Real Property Records, Tarrant County, Texas, securing a promissory note in the principal sum of $100,000, payable to Providence Bank, a Missouri Banking Association doing business as Premier Bank Texas, and securing other indebtedness as described therein, if any. The Property will be sold free and clear of all liens, claims and encumbrances. Said liens, claims, and encumbrances will attach to the proceeds of the sale. The Debtor proposes to sell the Property to the Buyer for the price described above and upon the terms in the Contract, or to the highest bidder, free and clear of all liens, claims, and encumbrances, and from the proceeds of such sale: a) pay usual and customary closing costs, including, but not limited to, the premium for the owner policy of title insurance for the insured amount equal to the Purchase Price, the Debtor's half of the escrow fee, etc.; b) pay the holder(s) thereof, as the case maybe, any amount necessary to satisfy the Property Tax Liens then due against the Property along with a pro rata share of the then current year's property taxes; c) pay a real estate commission of 6% of the gross purchase price paid for the Property (with such real estate commission to be shared by the Debtor's Proposed Real Estate Broker, and the real estate agent, if any, of the ultimate buyer of the Property); d) to the extent the same is valid and subsisting and encumbers all or a portion of the Property, pay to the holder thereof any amount necessary to satisfy the Deed of Trust Liens, in exchange for a recordable Release of said lien; and e) pay to the Debtor the balance of the sales proceeds for distribution in accordance with further orders of the Court. The disbursements made from the funds constituting the Purchase Price will be deemed the disbursement of money or turnover of money, whether paid by the Escrow Officer closing the sale on behalf of the Debtor or by the Debtor directly, to the parties in interest for the purposes of 11 U.S.C Section 326(a) of the Bankruptcy Code. The year of closing ad valorem tax lien will be expressly retained on the Property until the payment by the Buyer of the year of closing taxes, plus any penalties or interest which may ultimately accrue thereon, in the ordinary course of business. The Debtor asks that the Court specifically orders that the provisions of Bankruptcy Rule 6004(h) do not apply to the order issued approving the sale of the Property. If any party wishes to make a higher offer for the Property, such offer should be directed to the Debtor prior to the hearing on the Motion; the party and/or its representative should attend the hearing on the Motion and bring a cashier's check for at least $5,000 made payable to "Blackstone Title, LLC Escrow Account" to serve as cash deposit to be placed with the escrow agent and thereafter applied to the payment of the purchase price. If a higher cash offer is received, the Debtor reserves the right to sell the Property to the highest cash bidder at the time of the hearing, subject to the Court's approval. Higher bids will only be accepted by the Debtor in increments of at least $25,000; provided, however, the first overbid must be at least $50,000. At the conclusion of the bidding process (A) the highest bidder will be required to sign and deliver to the Seller a Contract of Sale agreeing to the purchase of the Property upon the terms contained in the Contract, but with the Purchase Price being defined therein as the winning bid amount approved by the Bankruptcy Court at the conclusion of the auction sale, and (B) the second highest bidder will be requested to place on the Court's record its agreement to purchase the Property at its highest bid amount if for any reason the highest bidder fails to close the purchase of the Property. A copy of the Contract attached to the Motion is available for free at: https://tinyurl.com/ro8syff The Purchaser: Arshad Mustafa or assigns Telephone: (904) 803-7386 E-mail: arshadmustafa@gmail.com About PSK Properties Investment PSK Properties Investment, LLC, owns in fee simple a commercial real estate located in Fort Worth, Texas, valued by the Company at $4.29 million. PSK sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-43595) on Aug. 31, 2019 in Fort Worth, Texas. The petition was signed by Pierre Khoury, president, BestBUY Gas & C-Store Inc., its managing member. The Debtor listed total assets at $4,792,306 and total liabilities at $3,591,100. M.J. WATSON & ASSOCIATES, P.C., is the Debtor's counsel. PSP HAULING: Court Ok's Interim Cash Use, Sets Dec. 4 Hearing ------------------------------------------------------------- The Bankruptcy Court for the Eastern District of Virginia approved on an interim basis the motion to use cash collateral filed by PSP Hauling LLC. The Court will convene a final hearing on the motion on Dec. 4, 2019 at 1 p.m. at Judge Huennekens' Courtroom, 701 E. Broad St., Rm. 5000, Richmond, Virginia. About PSP Hauling LLC PSP Hauling LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 19-35286) on Oct. 8, 2019, in Richmond, Virginia. ROBERT B. EASTERLING, Attorney at Law, is the Debtor's counsel. PUERTO RICO HOSPITAL: Refutes Yolanda Benitez' Unliquidated Claim ----------------------------------------------------------------- Creditor Yolanda Benitez, Cotto & Associates PSC, an unsecured creditor, filed an objection to Puerto Rico Hospital Supply's Chapter 11 Plan. Yolanda Benitez says its claim was duly scheduled in the Debtor's schedule of liability as unsecured creditor in the amount of $57,926. All general unsecured claims are treated under Class 9 of the Plan. Nonetheless although duly scheduled, in the proposed plan of Reorganization and classification of claims to receive distribution under the plan, Yolanda Benitez's claim was improperly classified as contingent, unliquidated and disputed. Yolanda Benitez would be not receiving any distribution under the Plan although it is included as a general unsecured claim. Yolanda Benitez states that the Disclosure Statement and Plan need to be properly amended to correct such unfair classification and thus safeguard claimant's right to participation in the proposed distribution. A full-text copy of the objection dated Oct. 31, 2019, is available at https://tinyurl.com/y32tgxjg from PacerMonitor.com at no charge. The Creditor is represented by: Isabel M Fullana GARCIA-ARREGUI & FULLANA PSC 252 Ponce De Leon Ave., Suite 1101 San Juan, PR 00918 TEL: 787-766-2530 FAX: 787-756-7800 E-mail: ifullana@gaflegal.com isabelfullana@gmail.com About Puerto Rico Hospital Supply Puerto Rico Hospital Supply, Inc., distributes medical supplies in Puerto Rico. Customed Inc., founded in 1991, manufactures surgical appliances and supplies. Puerto Rico Hospital Supply, Inc. and Customed, Inc., filed voluntary Chapter 11 petitions (Bankr. D.P.R. Case Nos. 19-01022 and 19-01023) on Feb. 26, 2019. The petitions were signed by Felix B. Santos, president. The cases are assigned to Judge Enrique S. Lamoutte Inclan. At the time of the filing, Puerto Rico Hospital estimated $50 million to $100 million in assets and $10 million to $100 million in liabilities while Customed, Inc. estimated $10 million to $50 million in both assets and liabilities. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, represents the Debtors. PWR INVEST: Seeks to Hire McCathern PLLC as Special Counsel ----------------------------------------------------------- PWR Invest, LP, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ McCathern, PLLC, as special litigation counsel to the Debtor. PWR Invest requires McCathern PLLC to render legal services in connection with litigation issues that have arisen and may arise in the Chapter 11 cases, including, without limitation, preparing discovery requests and discovery responses, participating in depositions, handling evidentiary issues at court hearings, and other related issues and services as the Debtors may request. McCathern PLLC will be paid at these hourly rates: Levi G. McCathern, II $695 James E. Sherry $475 Senior Associates $395 Junior Associates $295 Paralegals $195 McCathern PLLC will also be reimbursed for reasonable out-of-pocket expenses incurred. James E. Sherry, a partner at McCathern, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McCathern PLLC can be reached at: James E. Sherry, Esq. MCCATHERN, PLLC 3710 Rawlins Street, Suite 1600 Dallas, TX 75219 Tel: (214) 741-2662 Fax: (214) 741-4717 About PWR Invest LP PWR Invest, LP, and debtor affiliates Oklahoma Merge, LP; Oklahoma Merge Midstream, LP; Oklahoma River Basin, LP; and PWR Oil & Gas General Partners, Inc., operate and develop oil and gas properties predominantly in Oklahoma. On May 22, 2019, PWR Oil & Gas General Partners, Inc., filed a Chapter 11 petition (Bankr. D. Del.). On May 23, 2019, PWR Invest, LP, also sought for Chapter 11 protection. On Aug. 12, 2019, Oklahoma Merge, LP, Oklahoma River Basin, LP, and Oklahoma Merge Midstream, LP, each filed Chapter 11 petitions. The Debtors' Chapter 11 cases are jointly administered under Case No. 19-11164, with that of PWR Invest, LP, as the lead case. As of its Petition Date, PWR Invest was estimated to have assets at $50 million to $100 million, and liabilities at $50 million to $100 million. PRONSKE & KATHMAN, P.C., and BARNES & THORNBURG LLP serve as the Debtors' counsel. McCathern, PLLC, is special litigation counsel. FTI Consulting, Inc., is the Debtors' financial advisor. PWR INVEST: Seeks to Hire ValueScope Inc. as Valuation Expert ------------------------------------------------------------- PWR Invest, LP, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ ValueScope, Inc., as valuation expert to the Debtor. PWR Invest requires ValueScope Inc. to provide opinions on the fair market value of the leases and working interests owned by the Debtors, both operating and non-operating. ValueScope Inc. will be paid at these hourly rates: Principals $435 Supporting Staffs $200 to $300 On Sept. 10, 2019, Gaedeke Oil & Gas Operating, LLC, a non-debtor affiliate, paid ValueScope Inc. a $5,000 retainer. ValueScope Inc. will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory E. Scheig, principal of ValueScope, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. ValueScope Inc. can be reached at: Gregory E. Scheig VALUESCOPE, INC. 950 E. State Highway 114, Suite 120 Southlake, TX 76092 Tel: (817) 481-4995 Fax: (817) 481-4905 About PWR Invest LP PWR Invest, LP, and debtor affiliates Oklahoma Merge, LP; Oklahoma Merge Midstream, LP; Oklahoma River Basin, LP; and PWR Oil & Gas General Partners, Inc., operate and develop oil and gas properties predominantly in Oklahoma. On May 22, 2019, PWR Oil & Gas General Partners, Inc., filed a Chapter 11 petition (Bankr. D. Del.). On May 23, 2019, PWR Invest, LP, also sought for Chapter 11 protection. On Aug. 12, 2019, Oklahoma Merge, LP, Oklahoma River Basin, LP, and Oklahoma Merge Midstream, LP, each filed Chapter 11 petitions. The Debtors' Chapter 11 cases are jointly administered under Case No. 19-11164, with that of PWR Invest, LP, as the lead case. As of its Petition Date, PWR Invest was estimated to have assets at $50 million to $100 million, and liabilities at $50 million to $100 million. PRONSKE & KATHMAN, P.C., and BARNES & THORNBURG LLP serve as the Debtors' counsel. McCathern, PLLC, is special litigation counsel. FTI Consulting, Inc., is the Debtors' financial advisor. RIDGEWOOD INN: Case Dismissed, Cash Motion Moot ----------------------------------------------- The Hon. Cynthia Jackson did not take further action on the motion to use cash collateral filed by Ridgewood Inn Inc., the Debtor's case being dismissed. About Ridgewood Inn Inc. Ridgewood Inn Inc., a single asset real estate holding company, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-05746) on Aug. 30, 2019 in Orlando, Florida. The LAW OFFICES OF PATRICK J. THOMPSON is the Debtor's counsel. S & G MACHINE: Bankr. Administrator Objects to Disclosure & Plan ---------------------------------------------------------------- J. Thomas Corbett, United States Bankruptcy Administrator for the Northern District of Alabama (BA), objects to the disclosure statement and plan summary filed by debtor S & G Machine, LLC dated October 7, 2019. The BA objects to: * discharge upon confirmation. * vesting of the property upon confirmation. The BA requests that the disclosure statement and Plan be modified to provide that the debtor will file a motion for discharge, for vesting of property in the debtor and for a final decree upon substantial consummation of the plan. About S & G Machine LLC S & G Machine, L.L.C., is a limited liability company operating a machine shop in Hokes Bluff, Etowah County, Alabama. It owns the real property and building from which it conducts its operations. The company was formed in 2001 to take over a machine shop operation formerly operated individually by John Scott Young. John Scott Young currently is the sole member, and the managing member, of S & G. The Company does machining for several customers including but not limited to The Goodyear Tire & Rubber Company in Gadsden, Alabama; certain parts manufacturers in the automobile industry; and the general public. S & G Machine, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-40526) on March 29, 2019. At the time of the filing, the Debtor was estimated to have assets and liabilities of less than $500,000. Judge James J. Robinson oversees the case. Robert D. McWhorter, Jr., Esq., at Inzer, McWhorter, Haney & Skelton, LLC, represents the Debtor. SCORPION FITNESS: Hires Kushnick Pallaci as Special Counsel ----------------------------------------------------------- Scorpion Fitness, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Kushnick Pallaci PLLC, as special construction law counsel to the Debtors. Scorpion Fitness requires Kushnick Pallaci to address potential claims relating to contractors, subcontractors, and mechanics liens. Kushnick Pallaci will be paid at these hourly rates: Vincent T. Pallaci $425 Jeffrey Lhuiller $315 Kushnick Pallaci is not a creditor of the Debtors and is holding $3,500 on their account which was paid by a third party who will submit a supplemental affidavit. Kushnick Pallaci will also be reimbursed for reasonable out-of-pocket expenses incurred. Vincent T. Pallaci, a partner at Kushnick Pallaci PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kushnick Pallaci can be reached at: Vincent T. Pallaci, Esq. KUSHNICK PALLACI PLLC 630 Johnson Avenue, Suite 201 Bohemia, NY 11716 Tel: (631) 752-7100 About Scorpion Fitness Scorpion Fitness Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-11231) on April 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor hired Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, as bankruptcy counsel, and Kushnick Pallaci PLLC, as special construction law counsel. SCOTTY'S HOLDINGS: Seeks to Hire Bradford & Riley as Broker ----------------------------------------------------------- Scotty's Holdings, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Bradford & Riley, Inc., as broker to the Debtor. The Debtors owned and operated a "Scotty's Brewhouse" bar and restaurant location from March of 2011 until it ceased operating on December 21, 2018. The Debtor's assets consist of cash collateral, certain restaurant equipment, and an Indiana Alcoholic Beverage Permit, license #RR29-39999 (the "License"). The Debtors seeks to employ Bradford & Riley as a broker to assist the Debtor in marketing and selling the License. Bradford & Riley shall assist the Debtors in selling the License for $70,000, and Bradford & Riley has brought an offer to the Debtors to purchase the License for $70,000. The Broker shall be paid 10% of the purchase price. Gregory T. Genrich, partner of Bradford & Riley, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bradford & Riley can be reached at: Gregory T. Genrich BRADFORD & RILEY, INC. 445 N. Pennsylvania Street, Suite 606 Indianapolis, IN 46204 Tel: (317) 255-2424 About Scotty's Holdings Scotty's Brewhouse is a craft beer sports bar with 16 locations throughout Indiana, Illinois, Ohio, Florida, and Texas. The original Scotty's Brewhouse was opened in Muncie, Indiana in 1996. Scotty's Holdings, LLC, and its affiliates, including Scotty's Brewhouse, filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 18-09243) on Dec. 11, 2018. In the petitions signed by Berekk Blackwell, executive manager, Scotty's Holdings was estimated to have $1 million to $10 million in both assets and liabilities and Scotty's Brewhouse was estimated to have $100,000 to $500,000 in both assets and liabilities. The Debtors hired Quarles & Brady LLP, and Hester Baker Krebs LLC, as attorneys. SEAWALK INVESTMENTS: Gets OK to Use Cash Thru Plan Confirmation --------------------------------------------------------------- Judge Jerry A. Funk authorized Seawalk Investments, LLC to use cash collateral on a final basis, pursuant to the budget, from the trial date until the earliest of (i) the effective date of a confirmed plan of reorganization, (ii) the conversion of the Debtor's case to a case under Chapter 7, (iii) the dismissal of the Debtor's case, and (iv) further Court order shortening or terminating the use period. A copy of the Final Order can be accessed from PacerMontior.com free of charge at https://is.gd/CGBkA8 The Court-approved monthly budget provided for $17,130 in non-construction expenses and $77,030 for job contract cost. About Seawalk Investments Seawalk Investments, LLC, a privately held company in Jacksonville, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01010) on March 21, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. Judge Jerry A. Funk oversees the case. The Debtor hired Wilcox Law Firm as its bankruptcy counsel. SECURITIZED TERM 2019-CRT: Moody's Rates Class D Notes (P)Ba1 ------------------------------------------------------------- Moody's Investors Service assigned provisional ratings of (P) Aa1(sf) to the Class B notes, (P) A2(sf) to Class C notes and (P) Ba1 (sf) to Class D notes to be issued by Securitized Term Auto Receivables Trust. This is the seventh term auto loan-backed transaction sponsored by The Bank of Nova Scotia. The notes are collateralized by a pool of retail automobile loan contracts originated by BNS. The complete rating actions are as follows: Issuer: Securitized Term Auto Receivables Trust 2019-CRT Class B Notes, Assigned (P)Aa1 (sf) Class C Notes, Assigned (P)A2 (sf) Class D Notes, Assigned (P)Ba1 (sf) RATINGS RATIONALE The ratings are primarily based on an analysis of the credit quality of the collateral pool, the servicing ability of BNS, and the level of credit enhancement available under the proposed capital structure. Moody's expected median cumulative net credit loss for START 2019-CRT is 2.0% and total credit enhancement (including excess spread credit) required to achieve the Aaa (sf) rating is 10.0%. The cumulative net loss expectation and loss at a Aaa stress are higher than the previously rated START 2019-1 transaction due to weaker collateral pool characteristics caused by the higher percentage of longer term loans, the higher proportion of used vehicles and inclusion of only non-subvented loans. Moody's based its cumulative net loss expectation and loss at a Aaa stress on an analysis of the credit quality of the underlying collateral; the historical performance of similar collateral, including securitization performance and BNS's owned and managed non-subvened book performance; the ability of BNS to perform the servicing functions; and current expectations for the macroeconomic environment during the life of the transaction. At closing, the Class B notes, Class C notes, and Class D notes will benefit from 6.75%, 3.00% and 0.25% of hard credit enhancement, respectively. Hard credit enhancement for the notes consists of subordination and a non-declining reserve account, except for the Class D notes, which do not benefit from subordination. The notes will also benefit from excess spread. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was "Moody's Global Approach to Rating Auto Loan- and Lease-Backed ABS" published in March 2019. Factors that would lead to an upgrade or downgrade of the ratings: Up Moody's could upgrade the Class B, Class C, and/or Class D notes if levels of credit protection are higher than necessary to protect investors against current expectations of portfolio losses. Losses could decline from Moody's original expectations as a result of a lower number of obligor defaults or appreciation in the value of the vehicles securing an obligor's promise of payment. Transaction performance also depends greatly on the Canadian job market and the market for used vehicles. Other reasons for better-than-expected performance include changes to servicing practices that enhance collections or refinancing opportunities that result in prepayments. Down Moody's could downgrade the Class B, Class C, and/or Class D notes if levels of credit protection are insufficient to protect investors against current expectations of portfolio losses. Losses could rise above Moody's original expectations as a result of a higher number of obligor defaults or deterioration in the value of the vehicles securing an obligor's promise of payment. Transaction performance also depends greatly on the Canadian job market and the market for used vehicles. Other reasons for worse-than-expected performance include poor servicing, error on the part of transaction parties, inadequate transaction governance and fraud. SHADDEN, LLC: Seeks to Hire Kutner Brinen as Attorney ----------------------------------------------------- Shadden, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen, P.C., as attorney to the Debtor. Shadden, LLC requires Kutner Brinen to: a. provide the Debtor with legal advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary petitions, pleadings, reports, and actions that may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until a final decree the continuation of pending proceedings and to enjoin and stay until a final decree herein the commencement of lien foreclosure proceedings and all matters as may be provided under the Bankruptcy Code; and e. perform all other legal services for the Debtor that may be necessary. Kutner Brinen will be paid at these hourly rates: Lee M. Kutner $550 Jeffrey S. Brinen $475 Jenny M. Fujii $380 Keri L. Riley $320 Maureen M. Gerardo $200 Paralegal $75 Kutner Brinen holds a pre-petition retainer for payment of post-petition fees and costs in the amount of $12,803. Kutner Brinen was also paid pre-petition fees and costs, including the filing fee, by the Debtor in the amount of $2,197. Kutner Brinen will also be reimbursed for reasonable out-of-pocket expenses incurred. Keri L. Riley, partner of Kutner Brinen, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kutner Brinen can be reached at: Keri L. Riley, Esq. Lee M. Kutner, Esq. KUTNER BRINEN, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Tel: (303) 832-2400 Fax: (303) 832-1510 E-mail: klr@kutnerlaw.com About Shadden LLC Shadden LLC, based in Greenwood Village, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 19-18726) on Oct. 8, 2019. In the petition signed by Hayden L. Meier, managing member, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Kimberley H. Tyson oversees the case. Keri L. Riley, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel to the Debtor. SOUTHCROSS ENERGY: Says Cigna Objection Misplaced ------------------------------------------------- Southcross Energy Partners, L.P. and its affiliated debtors filed a reply in opposition to the objection of Cigna Entities to Debtors' Disclosure Statement for Chapter 11 Plan. On Oct. 4, 2019, the Debtors filed the Motion, the Chapter 11 Plan and the Disclosure Statement. On Oct. 21, 2019, Cigna Health and Life Insurance Company and Life Insurance Company of North America filed the Cigna Objection. The Cigna Objection attacks the Plan's treatment of the Cigna Agreements. The Debtors believe, however, that Cigna's objections at this juncture in the Chapter 11 Cases are both misplaced and premature, as they relate to Plan and confirmation issues and not the adequacy of information contained in the Disclosure Statement. Objections to the confirmation of a plan, though, are appropriately reserved for the confirmation hearing. The Cigna Objection, however, fails to demonstrate any justification for why or how the Cigna Agreements are entitled to disparate treatment. On the other hand, the Debtors maintain that such agreements do not differ from all other executory contracts and, therefore, should be treated in the same manner under the Plan. Under the Plan, only holders of Prepetition Revolving Credit Facility Claims (Class 3) and Prepetition Term Loan Claims (Class 4) are entitled to vote on the Plan. Cigna has not alleged that it holds claims in either of these two Voting Classes. Because Cigna is not entitled to vote on the Plan, it lacks standing to object to the Disclosure Statement. A full-text copy of the Debtors' Reply dated Oct. 31, 2019, is available at https://tinyurl.com/y2sl8ges 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 CaseNo. 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. ST. JUDE NURSING: Wants Until Jan. 31, 2020 to File Plan -------------------------------------------------------- Debtor St. Jude Nursing Center, Inc., moved the bankruptcy court to extend the deadline by which it must file its plan of liquidation from Oct. 15, 2019 through Jan. 31, 2020. On April 11, 2019, the Court entered the order authorizing the sale of certain business assets to Livonia SNF Operating, LLC. The final closing on the assets conveyed under the Sale Order will not take place until such time as a new facility is built by the buyer under the Sale Order, and a certificate of occupancy is issued, which likely will not take place until some time during the year 2020. The Sale Order provided that the Debtor file a subsequent motion for sale of the real estate of Debtor, which real estate sale motion was filed on May 21, 2019, and subsequently entered July 2, 2019. The Real Estate Sale Motion, as well as the previously entered Sale Order, requires the Debtor to close on the sale of the real estate by July 15, 2019. The Debtor is still in need of additional time to reconcile and address funding for payment of alleged outstanding administrative claims of the Internal Revenue Service, and the impact of any such claims upon its ability to confirm a liquidation plan. The Debtor believes it prudent, as well as the best use of its resources, to defer the filing of its plan of liquidation to January 31, 2020 to allow the Debtor and the purchaser parties sufficient time to (i) address the closing of the real estate transaction, (ii) determine if the closing on the business assets under the Sale Order can be consummated within the next 120 window, and (iii) reconcile and determine the impact of any outstanding administrative claims of the IRS, or any other third parties. A full-text copy of the Motion dated Oct. 29, 2019, is available at https://tinyurl.com/yydjdkwj from PacerMonitor.com at no charge. The Debtor is represented by: Jeffrey S. Grasl (P62550) 31800 Northwestern Hwy., Suite 350 Farmington Hills, MI 48334 Telephone: 248.385.2980 E-mail: jeff@graslplc.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 was estimated to have $500,000 to $1 million in assets, and $1 million to $10 million in liabilities as of the bankruptcy filing. STEEL CITY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Steel City Pops Holding, LLC 19-04687 dba Steel City Pops BHAM, LLC dba Steel City Pops DTX, LLC dba Steel City Pops FTWX, LLC 2821 Central Avenue, Ste. 109 Birmingham, AL 35209 Steel City Pops B'ham, LLC 19-04689 2821 Central Avenue, Ste. 109 Birmingham, AL 35209 Steel City Pops DTX, LLC 19-04692 2821 Central Avenue, Ste. 109 Birmingham, AL 35209 Steel City Pops FWTX, LLC 19-04695 2821 Central Avenue, Ste. 109 Birmingham, AL 35209 Steel City Pops LKY, LLC 19-04697 2821 Central Avenue, Ste. 109 Birmingham, AL 35209 Business Description: The Debtors manufacture dairy products from raw milk, processed milk, and dairy substitutes. Chapter 11 Petition Date: November 14, 2019 Court: United States Bankruptcy Court Northern District of Alabama (Birmingham) Judge: Hon. D. Sims Crawford Debtors' Counsel: Samuel C. Stephens, Esq. BENTON & CENTENO, LLP 2019 Third Avenue North Birmingham, AL 35203 Tel: 205-278-8000 Fax: 205-776-8433 Email: sstephens@bcattys.com Steel City Pops Holding's Estimated Assets: $1 million to $10 million Steel City Pops Holding's Estimated Liabilities: $500,000 to $1 million Steel City Pops B'ham's Estimated Assets: $0 to $50,000 Steel City Pops B'ham's Estimated Liabilities: $50,000 to $100,000 Steel City Pops DTX's Estimated Assets: $0 to $50,000 Steel City Pops DTX's Estimated Liabilities: $50,000 to $100,000 Steel City Pops FWTX's Estimated Assets: $0 to $50,000 Steel City Pops FWTX's Estimated Liabilities: $0 to $50,000 Steel City Pops LKY's Estimated Assets: $0 to $50,000 Steel City Pops LKY's Estimated Liabilities: $0 to $50,000 The petitions were signed by James Allen Watkins, president. Copies of the Debtors' list of 20 largest unsecured creditors are available for free at: http://bankrupt.com/misc/alnb19-04687_creditors.pdf http://bankrupt.com/misc/alnb19-04689_creditors.pdf http://bankrupt.com/misc/alnb19-04692_creditors.pdf http://bankrupt.com/misc/alnb19-04695_creditors.pdf http://bankrupt.com/misc/alnb19-04697_creditors.pdf Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/alnb19-04687.pdf http://bankrupt.com/misc/alnb19-04689.pdf http://bankrupt.com/misc/alnb19-04692.pdf http://bankrupt.com/misc/alnb19-04695.pdf http://bankrupt.com/misc/alnb19-04697.pdf STONE OAK MEMORY: Gets Leave to Use Cash on Interim Basis --------------------------------------------------------- Judge Ronald B. King authorized Stone Oak Memory Care, LLC, to use cash collateral on an interim basis pursuant to the budget. The Court ruled that: (a) the Debtor will maintain DIP accounts at Wells Fargo containing all operating revenues and any other source of cash constituting Cash Collateral; and (b) the Prepetition Lender is granted valid, binding, enforceable, and automatically perfected liens in all assets of the Debtor. A continued hearing is set on Nov. 26, 2019, at 2:00 p.m. Central time. Objections to the entry of a final order approving the Motion must be filed not later than 5:00 p.m. Central time on Nov. 22, 2019. A copy of the Interim Order is available at: https://is.gd/BWXcjB free of charge from PacerMonitor.com 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 MedProperties 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. STONEGATE LANDING: Court Approves Disclosure Statement ------------------------------------------------------ On Oct. 29, 2019, Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts conducted a hearing on the Amended Disclosure Statement with respect to Stonegate Landing LLC's First Amended Chapter 11 Amended Plan of Reorganization. The Court has approved the Disclosure Statement and ordered that: * Ballots must be served upon Counsel to the Debtor, Nina M. Parker, at Parker & Lipton, 10 Converse Place, Suite 201, Winchester, MA 01890, no later than Dec. 10, 2019 at 4:30 p.m. * Objections to confirmation of the Plan must be in writing, must state with particularity the grounds for such objection, and must be filed with the Bankruptcy Court on or before Dec. 10, 2019 at 4:30 p.m. * Objections to confirmation of the Plan not filed and served shall be barred and deemed waived forever. * The hearing on confirmation of the Plan and any objections to confirmation will be held on Dec. 18, 2019 at 10:30 a.m. before the Honorable Melvin S. Hoffman, J.W. McCormack Post Office and Court House, 5 Post Office Square, Suite 1000, Boston, MA 02109. About Stonegate Landing Stonegate Landing LLC is in the business of developing real estate for residential home buyers. Its Chapter 11 case was precipitated by an impending foreclosure sale of the property by Mechanics Cooperative Bank which was predicated, in part, by the delay in obtaining the requisite permits for the construction of the sewer pump station. Stonegate Landing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14383) on Nov. 27, 2018. At the time of the filing, the Debtor was estimated assets of less than $1 million and liabilities of less than $1 million. Judge Melvin S. Hoffman is the case judge. Parker & Associates is the Debtor's legal counsel. SUNEX INTERNATIONAL: Sun Windows Buying Domestic Business Assets ---------------------------------------------------------------- Sunex International, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of assets relating to its domestic business to Sun Windows & Doors, LLC, or to the highest bidder. In exchange, Sun Windows will pay to the Debtor the following: (a) the Purchaser has already made or will make a postpetition loan to the Seller in the amount of up to $90,000 ("DIP Loan"), which will be waived and otherwise deemed fully satisfied subject to, and as of, Closing; (b) the Purchaser will pay the amount of $200,000, which will be paid based on the Purchaser's post—Closing, earnings before interest, taxes, depreciation, and amortization as follows: (i) the Purchaser will pay an amount equal to 50% of the Purchaser's EBITDA between $250,000,00 and $500,000, determined in accordance with GAAP, on or before March 31 following each full calendar year after Closing; and (ii) the first potential payment will be calculated for the calendar year 2020 and be payable no later than March 31, 2021, and each year thereafter until such time as the Purchaser has paid $200,000 to te Seller. (c) the Purchaser agrees to subordinate to other creditor claims any and all claims against the Seller on account of the claims acquired from ExWorks Capital Fund I, LP; (d) the Purchaser will pay the amount of $60,000 on account of attorneys' fees and costs incurred by the counsel for the Seller in the Case, which will be paid: (i) $20,000 at Closing; (ii) $20,000 no later than Nov. 30, 2019; and (iii) $20,000 no later than Dec. 31, 2019; (e) the Purchaser will pay an amount sufficient to pay for fees owed to the United States Trustee as calculated and determined by mutual agreement of the Purchaser and the Seller; and (f) the Purchaser will pay the fees and costs associated with preparing and filing the Seller's tax return for calendar year 2019 and, if necessary, for calendar year 2020. The Purchase Price for the Domestic Assets will be allocated among the Inventory, Tangible Personal Property, Intangible Property, and the Section 365 Agreements as the Purchaser and the Seller reasonably agree. In the event of a disagreement, the Parties will refer the matter to the Purchaser's accountants, whose determination will be final. The Debtor has determined to sell assets relating to its domestic business free and clear of claims, liens, interests, and encumbrances. Since the early phases of the Chapter 11 proceeding, the Debtor and its advisors have been in discussions with parties interested in acquiring the Debtor's assets and operations. The Debtor has consulted with the secured creditors in the case and advised of its intentions to pursue the transaction subject of the Motion. The Debtor previously closed the sale of substantially all of the assets relating to its export business. It has now negotiated a transaction for the sale and purchase of certain assets relating to the Debtor's domestic business. The terms and conditions of the transaction are contained in the Asset Purchase Agreement. By the Motion, the Debtor asks approval of certain preliminary relief necessary to facilitating the proposed sale and to consummate and proceed with the transaction and sale. In order to finance operations, the Debtor obtained these loans in 2018: (a) a revolving line of credit with ExWorks Capital Fund I, L.P., which is secured by a first-priority lien on certain of the Debtor’s assets, including, without limitation, accounts receivable and inventory. The ExWorks Loan was scheduled to mature on Nov. 5, 2019 and provided for interest at the rate of 2% per month. Interest only payments were due monthly in arrears. ExWorks was owed approximately $744,157 as of the Petition Date; (b) an SBA guaranteed term loan from Byline Bank in the amount of $1.7 million, which is secured by a first-priority lien on certain of the Debtor's assets, excluding accounts receivable and inventory. The Byline Loan was scheduled to mature in 2028 and provided for interest equal to the prime rate of interest plus 2.75%. Interest adjusted on a calendar quarterly basis. The Byline Loan is further secured by junior mortgage liens recorded against the residential homes of the Debtor's sole shareholder and his son, as well as first priority liens against two brokerage accounts titled in the names of trusts created by the Debtor's sole shareholder and his spouse. Payments of principal and interest were due monthly on a fully amortized basis. Byline was owed approximately $1,661,054 as of the Petition Date; and (c) a merchant cash advance loan from Libertas Funding, LLC in the amount of $300,000. Libertas was owed approximately $347,306 as of the Petition Date. The Debtor was current on all Loans as of the Petition Date. Despite its best efforts, until recently, the Debtor was unable to finalize any transaction relating to the proposed sale of the assets relating to its domestic business. It has received an offer to acquire the assets relating to its domestic business from Sun Windows. The investors in Sun Windows include (a) Curtis Sunday, the Debtor's COO; (b) Hy Vaupen, a principal of Vaupen Financial Advisors, LLC, the Debtor's investment bankers; (c) Barry Brick, a part-time chief financial officer of the Debtor; and (d) the Debtor's accountant. Sun Windows has acquired the claim of ExWorks. The acquisition was predicated, in part, on ExWorks desire to exit the loan and unwillingness to fully support any restructuring. Sun Windows stepped forward in order to preserve the Debtor's operations, jobs for employees and provide distributions to creditors. Sun Windows proposes to acquire the Domestic Assets. The Debtor may also require some amount of post-petition financing in order to preserve going concern value, and to pay employees, for insurance and other related expenses pending a sale, which the Purchaser has agreed to provide if necessary. Absent an acquisition by Sun Windows, this case would likely convert to Chapter 7 and any remaining value to the Debtor's assets would be lost. By the Motion, the Debtor asks approval of the APA and the underlying transaction with Sun Windows. The Debtor respectfully asks that the Court conducts a hearing on shortened notice and enters an order (a) approving (i) the break-up fee (ii) procedures governing the assumption and assignment of designated executory contracts and unexpired leases, and (iii) approving the form and manner of notices; and (b) scheduling a final sale hearing on not more than 15 days' notice. It further asks that the Court enters a Sale Order (a) authorizing the sale of assets relating to the Debtor's domestic business, which are set forth in section 2.1 of the APA; (b) authorizing the assumption and assignment of designated executory contracts and unexpired leases designated by Sun Windows and set forth in Schedule 2.2 of the APA; (c) authorizing the assignment of the customer orders relating to the domestic business; (d) approving the APA; (e) approving any ancillary agreements attached to the APA; and (f) authorizing the Debtor and Sun Windows to take whatever actions may be reasonably necessary to implement the transaction subject of the APA. The Debtor proposes to sell the Domestic Assets and to assign the Section 365 Agreements free and clear of claims, liens, interests and encumbrances. Sun Windows may designate one or more executory contracts and unexpired leases to be assumed and assigned by the Debtor as part of the sale of the Domestic Assets. By the Motion, the Debtor asks authority to assume and assign any designated Section 365 Agreements to Sun Windows. The Debtor will estimate the cure amounts, if any, in connection with the Section 365 Agreements. Any Cure Amounts associated with any designated executory contracts and unexpired leases will be disclosed and filed separately with the Court. The Purchaser is responsible for paying Cure Amounts. A core group of employees involved in the Debtor's domestic business will transfer to Sun Windows upon closing of the APA. These personnel are largely responsible for running the domestic business will continue to manage the domestic business. To assist in the assumption, assignment and sale of the Section 365 Agreements, the Debtor also asks that the Sale Order provides that anti-assignment provisions in the Section 365 Agreements, if any, will not restrict, limit or prohibit the assumption, assignment and sale of the Section 365 Agreements and are deemed and found to be unenforceable anti-assignment provisions within the meaning of section 365(f) of the Bankruptcy Code. The Debtor will serve a copy of the Motion and will separately provide the Cure Notice to all non-debtor parties to such designated executory contracts and unexpired leases. Cure Objection Deadline is three business days prior to the date of the sale hearing. The Debtor asks approval of the APA and transaction with Sun Windows as a private sale. It is not requesting that an auction be scheduled or that Sun Windows be deemed a stalking horse bidder in light of the past lengths to which the Debtor has gone to sell its assets. However, in the event that any other party comes forward and presents a higher offer for the Domestic Assets -- however unlikely -- the Debtor asks authority to pay a break-up fee to Sun Windows in the amount of $25,000. The Break-Up Fee will be paid solely from the proceeds of any "alternative transaction" as a carve-out of the proceeds of sale. The Break-Up Fee will be subject to and payable at the closing of the alternative transaction. Again, the Debtor will provide the Sale Notice to the Other Notice Parties. It asks that any competing offer at least provide for the following: (a) any party submitting a competing offer will be required to attend the Sale Hearing in-person and such person will be duly authorized and have full authority to bind the party submitting the competing offer; (b) any party submitting a competing offer must provide an executed copy to the APA to the Debtor's counsel not later than 2:00 p.m. on the business day prior to the Sale Hearing; (c) the competing offer will be in an amount not less than the sum of: (i) the amount of any post-petition financing provided by Sun Windows; (ii) the promissory note to be issued by Sun Windows at closing to the Debtor on the same or better terms; (iii) the Break-Up Fee; (iv) attorneys' fees to be paid by Sun Windows in the amount of $60,000; (d) the amount of any credit bid submitted by Sun Windows on account of the acquired secured claim from Ex-Works; and (v) $25,000. (d) any party submitting a competing offer will be required to identify any Section 365 Agreements to be assumed and assigned by the Debtor and be responsible for paying any Cure Costs; (e) any party submitting a competing offer will be required to acknowledge that (i) the competing offer is irrevocable pending the outcome of the Sale Hearing; (ii) the competing offer is not subject to financing or due diligence; and (c) such party agrees to be fully bound by the terms and conditions of the APA; (f) such party must agree to be bound by the terms and conditions of the non-compete provisions binding on the Debtor and set forth in the Asset Purchase Agreement entered by the Debtor and Atlass Hardware Corp. in connection with the sale of Export Assets; (g) such party must agree to be bound by the terms and conditions of the Trademark License Agreement entered by the Debtor and Atlass Hardware Corp. in connection with the sale of Export Assets; (h) such party will be required to close the transaction within three business days following entry of the Sale Order; and (i) such party consents to the exclusive jurisdiction of the Court to decide and determine the highest and best offer for the Domestic Assets, any disputes arising from or relating to the Sale Hearing. Finally, the Debtor asks the Court to waive the automatic 14-day stays in effect pursuant to Fed.R.Bankr.P. 6004(h) and 6006(d). A copy of the APA attached to the Motion is available for free at: https://tinyurl.com/t4hd599 The Purchaser is represented by: LAW OFFICES OF OSCAR DE LA GUARDIA, PLLC Attn: Oscar de la Guardia, Esq. 20 Calabria Avenue, Suite 300 Coral Gables, FL 33134 Telephone: (305) 741-2533 E-mail: odelaguardia@ogattorney.com About Sunex International Founded in 1985, Sunex International --http://www.sunexintl.com/-- is a supplier of architectural products and complete turn-key building materials for builders, architects, and designers throughout the Caribbean and South Florida. The Company specializes in windows, doors, lumber, framing, roofing, lighting, flooring, tools, fasteners, underground pipes, pumps, and more. Sunex International, Inc., based in Pompano Beach, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-14372) on April 3, 2019. In the petition signed by Jerry Rand, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Raymond B. Ray oversees the case. Michael D. Seese, Esq., at Seese P.A., serves as the Debtor's bankruptcy counsel. SYNCHRONY FINANCIAL: Fitch Assigns B on $750MM Preferred Stock -------------------------------------------------------------- Fitch Ratings assigned a rating of 'B' to the $750 million 5.625% preferred stock issued by Synchrony Financial Corporation (SYF). The preferred shares are subordinate to existing unsecured debt but senior to common shares. Distributions, when and if declared by the board of directors, will be payable quarterly at a fixed annual rate of 5.625%. Distributions on the preferred shares are non-cumulative. The preferred shares are perpetual in nature, but may be redeemed at SYF's option on or after Nov. 15, 2024. Any redemption of the preferred shares is subject to approval by the Federal Reserve. KEY RATING DRIVERS PREFERRED STOCK SYF's preferred stock issuance is rated 'B', which is five notches lower than SYF's Viability Rating (VR) of 'bbb-', in accordance with Fitch's 'Global Bank Rating Criteria' dated Oct. 12, 2018. The preferred stock rating includes two notches for loss severity given the securities' deep subordination in the capital structure, and three notches for non-performance given that the coupon of the securities is non-cumulative and fully discretionary. To the extent the proceeds are used to repurchase common shares, it would likely pressure SYF's Tier 1 Common Equity (CET1) ratio. However, Fitch still expects SYF's CET1 to approximate 14% prior to any impacts from the implementation of the Current Expected Credit Loss (CECL) accounting standard that will be adopted by SYF next year. RATING SENSITIVITIES SYF's preferred stock rating is sensitive to changes in SYF's VR, and would be expected to move in tandem with any changes to the VR. SYF's VR could be downgraded if the company experiences a material decline in profitability resulting from weaker economic terms on recent contract renewals and/or the inability to achieve cost savings following the sale of the WMT portfolio. A downgrade could also be driven by a meaningful decline in SYF's capital ratios in relation to its peers (absent a commensurate increase in loan loss reserves resulting from CECL adoption), substantial credit quality deterioration relative to peers, a meaningful reduction in liquidity, an inability to access the capital markets on reasonable terms for funding and/or potential new and more onerous rules and regulations. Negative rating action could also be driven by unforeseen losses or bankruptcies of retail partners, which are not offset by material new retail partner relationships. Positive ratings momentum is likely outside of the Rating Outlook horizon given the need to assess the terms of recent contract renewals. Thereafter, positive ratings momentum would be predicated on further diversification and credit quality improvement of retail partner relationships, a meaningful decline in the percentage of the loan portfolio comprised of nonprime borrowers, limited deterioration in credit performance through a market cycle, and demonstrated ability to sustain above-average profitability through credit and interest rate cycles. Fitch believes the continued durability of SYB's internet-based deposit platform through interest rate cycles will be a key consideration in evaluating the strength of the company's funding profile. Positive ratings momentum could also develop from the company's ability to diversify its business model as a general purpose card issuer over time while maintaining strong underwriting standards and profit margins. TIEL TRUST: Redlined Amended Disclosure Statement Filed ------------------------------------------------------- Debtor Tiel Trust I f/b/o Paula T. Douglas filed with the U.S. Bankruptcy Court for the District of Colorado its Redlined Amended Disclosure Statement to Accompany Amended Plan of Reorganization Dated July 15, 2019. The Debtor is represented by: Keri L. Riley KUTNER BRINEN, P.C. 1660 Lincoln St., Suite 1850 Denver, CO 80264 Telephone: (303) 832-2400 E-mail: klr@kutnerlaw.com About Tiel Trust I Tiel Trust I for the benefit of Paula T. Douglass, based in Aspen, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 18-19697) on Nov. 6, 2018. In the petition signed by Sam Preston Douglass, Jr., trustee, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. The Hon. Thomas B. McNamara oversees the case. Keri L. Riley, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel to the Debtor. TOWN SPORTS: Moody's Lowers CFR to Caa2 & Alters Outlook to Neg. ---------------------------------------------------------------- Moody's Investors Service downgraded Town Sports International, LLC's Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2-PD from B3-PD. At the same time, the Speculative Grade Liquidity Rating was downgraded to SGL-4 from SGL-2 and senior secured bank credit facilities were downgraded to Caa1 from B2. The outlook is negative. Town Sports International, LLC is a wholly owned subsidiary of publically traded Town Sports International, Holdings, together referred to as "Town Sports". The downgrades reflect that Town Sports has been unable to refinance its $178 million term loan which expires November 15, 2020. It also reflects the acceleration in the pace of Town Sports' earnings declines with a 35% decline in EBITDA during Q3 2019 to $7.8 million from $12 million in the prior year. For the nine months ended September 30, 2019, EBITDA declined 23% to $30.6 million from $39.8 million in the prior year. Given the revenue and EBITDA pressures it could be challenging for Town Sports to refinance its term loan on reasonable economic terms despite its moderate level of financial leverage. Should Town Sports be unable to refinance its term loan, the company does not have the cash on hand or other sources of available liquidity to satisfy this obligation. Downgrades: Issuer: Town Sports International, LLC Corporate Family Rating, Downgraded to Caa2 from B3 Probability of Default Rating, Downgraded to Caa2-PD from B3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-2 Senior Secured Term Loan, Downgraded to Caa1 (LGD3) from B2 (LGD3) Senior Secured Revolving Credit Facility, Downgraded to Caa1 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Town Sports International, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Town Sports Caa2 CFR is constrained by the near term maturity of its bank credit facilities on November 15, 2020 and the challenges the company faces to successfully refinance its term loan and revolving credit facility. The company also faces revenue pressure from modest comparable club revenue declines for the first three quarters of 2019 along with club closures. At the same time, Town Sports faces ongoing wage pressures and rent escalations which resulted in an acceleration in its EBITDA decline in the third quarter of 2019. Town Sports' has a high geographic concentration with 62% of its clubs located in the New York City metro-area, a region which continues to face pressure from rising wage costs. The CFR also reflects Town Sports concentration in the highly fragmented and competitive fitness club industry which has low barriers to entry, high attrition rates, and is experiencing a trend towards either high-end or budget gym memberships which places pressure on the mid-tier price point in which Town Sports currently operates. However, Town Sports continues to maintain moderate leverage with about $178 million of funded debt which results in funded debt/EBITDA of 4.0x. When including the impact of operating leases, lease adjusted debt/EBITDA is 4.7x. Town Sports also continues to generate positive free cash flow of $15.3 million for YTD Q3 2019. The negative outlook reflects the risk that ratings could be downgraded should Town Sports be unsuccessful in its efforts to refinance its term loan over the next year. Ratings could be upgraded should Town Sports successfully refinance its term loan on economic terms that allow the company to generate a modest level of free cash flow and extends its maturity by at least three years. Ratings could be downgraded should the likelihood of a distressed exchange, debt restructuring or other default increase for any reason. Headquartered in Jupiter, FL, Town Sports International Holdings, Inc., through its wholly-owned operating subsidiaries which include Town Sports International, LLC, owns and operates fitness clubs in 7 states, the District of Columbia, Puerto Rico and 3 clubs in Switzerland. Its 187 clubs are concentrated in the Northeast and Mid-Atlantic regions of the United States. The company operates under ten regional brand names including; New York Sports Clubs, Boston Sports Clubs, Washington Sports Clubs, Philadelphia Sports Clubs, Lucille Roberts and Total Woman. These clubs collectively served approximately 630,000 members. Revenue for the LTM period ending September 30, 2019 was about $458 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. UNITED CHARTER: Gets Court Nod to Use Cash Thru Jan. 31, 2020 ------------------------------------------------------------- Judge Ronald H. Sargis authorized United Charter LLC to use cash collateral for the period from Nov. 1, 2019 through Jan. 31, 2020 based on a monthly budget. The budget provides for $7,187 in total monthly expenses. The Debtor also anticipates paying $44,000 in real property tax due on Dec. 10, 2019; and $26,665.31 in real estate leasing commissions to Realty Executives. Hearing on the motion will be continued on Jan. 30, 2020 at 10:30 a.m. The Debtor may file supplemental pleadings by Jan. 15, 2020. A copy of the Order can be accessed at no charge from PacerMonitor.com at: https://is.gd/ecjZ4E About United Charter United Charter LLC, owner of certain properties in Stockton, California, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-22347) on April 7, 2017. In the petition signed by Raymond Zhang, its managing member, the Debtor estimated assets and liabilities ranging from $1 million to $10 million. The case is assigned to Judge Ronald H. Sargis. The Debtor is represented by Jeffrey J. Goodrich, Esq., at Goodrich & Associates. WALLACE & COMPANY: Has Permission to Use Cash Collateral -------------------------------------------------------- Judge Klinette H. Kindred authorized Wallace & Company Marketing, Inc., to use cash collateral until the earliest to occur of these termination events: (i) in the event that on or before Jan. 2, 2020, the Debtor does not have a new signed Cash Collateral Order, or a written and executed Order between the Debtor and M&T Bank and any other creditor asserting a lien on the cash collateral, authorizing the use of cash collateral after Jan. 2, 2020; (ii) the conversion of the Debtor's Chapter 11 case to one under Chapter 7; (iii) the appointment of any Chapter 11 Trustee; (iv) the dismissal of the Debtor's bankruptcy case; (v) the cessation of the Debtor's normal business operations or the sale of the Debtor's business. In any of the above case, the Debtor's authority to use cash collateral will immediately cease. The Court also ruled that: * M&T Bank is granted rollover replacement liens, effective as of the Petition Date, in all of the Debtor's property to the extent of M&T's prepetition liens; and * the Debtor will make adequate protection payments to M&T in regular monthly "interest only" payments in the amount required under the Loan Documents for the months of October, November and December 2019. A copy of the Interim Order can be accessed at: https://is.gd/MSiuew from PacerMonitor.com for free. About Wallace & Company Wallace & Company Marketing, Inc. -- http://www.wallaceandcompany.com/-- offers traditional and interactive advertising and marketing services. Wallace & Company Marketing filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 19-13426) on Oct. 18, 2019. In the petition signed by CEO Fraser Wallace, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Klinette H. Kindred. Ann E. Schmitt, Esq. at Culbert & Schmitt, PLLC, represents the Debtor. WESTBANK CONSTRUCTION: Hires Arnold Law Offices as Counsel ---------------------------------------------------------- Westbank Construction, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Wyoming to employ Arnold Law Offices, PLLC, as counsel to the Debtor. Westbank Construction requires Arnold Law Offices to: a. advise the Debtor of its rights, powers and duties as Debtor; b. prepare and file First Day Motions; c. appear at hearings; d. take all necessary actions to protect and preserve the estate of the Debtor, including prosecution on the Debtor's behalf, the defense of actions commenced against the Debtor, negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the bankruptcy estate; e. assist in preparing all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the bankruptcy estate; f. assist in presenting, the Debtor's disclosure statement and plan of reorganization, as well as related transactions, revisions, and amendments; and g. perform all other necessary legal services in connection with the Chapter 11 case. Arnold Law Offices will be paid at these hourly rates: Attorneys $450 Legal Assistants $125 Prior to the filing of the bankruptcy case, Arnold Law Offices received from the Debtor a retainer of $27,000, and $1,717 filing fee. After deducting pre-petition expenses and fees, the remaining balance of $8,000 was held in the Firm's trust account. Arnold Law Offices will also be reimbursed for reasonable out-of-pocket expenses incurred. George L. Arnold, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Arnold Law Offices can be reached at: George L. Arnold, Esq. ARNOLD LAW OFFICES, PLLC 20 Yellow Creek Road, #101 Evanston, WY 82930 Tel: (307) 789-7887 Fax: (307) 789-2451 E-mail: WyoBk@arnoldlawoffices.com garnold@arnoldlawoffices.com About Westbank Construction WestBank Construction Inc. primarily operates in the single-family housing construction business. The Company specializes in bathroom remodeling, kitchen remodeling, basement remodeling, home building, and additions work. WestBank Construction, Inc., based in Jackson, WY, filed a Chapter 11 petition (Bankr. D. Wyo. Case No. 19-20652) on Oct. 7, 2019. In the petition signed by Randell S. Mayers, president, the Debtor disclosed $201,286 in assets and $3,523,729 in liabilities. The Hon. Cathleen D. Parker oversees the case. George L. Arnold, Esq., at Arnold Law Offices, PLLC, serves as bankruptcy counsel. WHEATON MEDICAL: Authorized to Use Cash Thru Nov. 29 ---------------------------------------------------- Judge Donald R. Cassling authorized Wheaton Medical, S.C., to use cash collateral for the period from Oct. 26, 2019 through Nov. 29, 2019 to the extent set forth in the budget, plus an allowed 10% variance. As adequate protection, the Court ruled that: (a) Capital Merchants, LLC; On Deck Capital, Inc.; dba Fundkite (AKF); Chrome Capital and EBF Partners, LLC, dba Everest Business Funding; and The Huntington National Bank -- the Debtor's Secured Creditors are granted replacement liens to the extent of their prepetition liens; (b) Without prejudice to Huntington National's rights to adequate protection for its lien or set-off rights, the Debtor will (i) transfer, when practicable, the majority of the funds in the checking account to a DIP account with an authorized financial institution (leaving a mutually agreed balance in the account to cover 130% of all issued and outstanding checks); and (ii) will inform Huntington of any unclear checks; (c) The Debtor will continue to pay, on a monthly basis, AKF $5,000 and Everest $2,500. Hearing is set for Nov. 26, 2019 at 10:30 a.m. Objections must be filed no later than 12 p.m. on Nov. 22, 2019. About Wheaton Medical Wheaton Medical, S.C., is a medical group offering non-surgical, non-invasive treatment for chronic and severe back pain. Wheaton Medical sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-17922) on June 24, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Donald R. Cassling. Lynch Law Offices, P.C., is the Debtor's bankruptcy counsel. WME IMG: Moody's Confirms B2 CFR, Outlook Stable ------------------------------------------------ Moody's Investors Service confirmed WME IMG, LLC's B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 first lien credit facility ratings (including a senior secured revolver and term loan issued by its subsidiary). This concludes the review for downgrade that was initiated on December 20, 2018. The outlook is stable. The inability to complete the initial public offering of the parent company, Endeavor Group Holdings, Inc. at acceptable levels was a credit negative; however, operating performance has materially improved. The combination of better results and the anticipated reinvestment of WME IMG's cash balance is projected to reduce leverage levels to approximately 7x from well over 8x at the end of 2018. Leverage is anticipated to continue to decrease modestly from low to mid single percentage EBITDA growth going forward. A summary of Moody's actions are as follows: Confirmations: Issuer: WME IMG, LLC Corporate Family Rating, Confirmed at B2 Probability of Default Rating, Confirmed at B2-PD Issuer: William Morris Endeavor Entertainment, LLC Gtd Senior Secured 1st lien Term Loan, Confirmed at B2 (LGD3) Gtd Senior Secured 1st lien Revolving Credit Facility, Confirmed at B2 (LGD3) Outlook Actions: Issuer: WME IMG, LLC Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE WME IMG's B2 CFR reflects its improved but still high leverage level of approximately 7x pro forma for projected investment of the company's cash balance. Additional concerns surrounding the company are the amount of add backs to EBITDA as well as a very aggressive financial strategy of consistently maintaining high leverage levels. Free cash flow has been negative in recent periods as WME IMG expanded new service offerings which had increased the need for additional debt or other sources of funding, but free cash flow is expected to improve modestly going forward. The rating receives support from the size of WME IMG with global scale and diversified operations in client representation, event operations, distribution of media, sponsorship, as well as marketing and other services. While WME IMG does not own a significant amount of content or events, ownership of events has been an increased focus for the company and has become a larger portion of its events business. The company is expected to continue to consider additional acquisitions which could be a source of growth and help to enhance and diversify the company's service offerings, although leverage levels could be impacted depending on how they are financed. Moody's also anticipates that WME IMG will benefit from the increasing value of original content worldwide as well as from revenue synergies as the organization utilizes existing relationships within television, film, sports, music, and advertising to further grow the business. WME IMG is expected to have adequate liquidity with a cash balance over $600 million (excluding cash at unrestricted subsidiaries and the parent company) as of Q2 2019 and an undrawn $200 million revolver that matures in 2023. The cash balance is projected to decrease following reinvestments, but will remain sufficient to support operating needs and working capital. Free cash flow was negative in 2018 and LTM Q2 2019, but is projected to become modestly positive over the next year. The revolver is subject to a maximum leverage ratio covenant when greater than 35% of the revolver is drawn. The term loan is covenant lite. WME IMG has the ability to issue an incremental facility of $550 million or up to the level permitted by an incurrence leverage ratio of 5x. The term loans and revolving credit facility have a secured claim on the assets, although the company has other joint ventures and minority ownerships that could be sold for additional liquidity without disrupting the core business. The stable outlook reflects Moody's expectation of low to mid single percentage organic revenue and EBITDA growth driven by continued high levels of spending from existing and new media companies on content creation. However, a negative rating action could occur in the event of weaker than expected performance or debt funded leveraging transactions that led to leverage remaining above 6.75x. Given the high leverage, a rating upgrade is not expected in the near term. However, Moody's would consider an upgrade if leverage declined below 5x on a sustained basis and free cash flow as a percentage of debt was in the high single digits. Positive organic growth, a good liquidity position and confidence that the private equity sponsor would pursue a more moderate financial policy would also be required. Moody's would downgrade WME IMG's ratings if leverage was sustained over 6.75x or the EBITDA to Interest coverage ratio was less than 2x. A weak liquidity position due to negative free cash flow or limited revolver availability could also lead to a negative rating action. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. WME IMG, LLC is a diversified global company with operations in client representation, event operations, distribution of media, sponsorship and licensing rights, as well as marketing and other services. William Morris Endeavor Entertainment, LLC bought IMG Worldwide Holdings, LLC in May 2014 for approximately $2.4 billion with equity financing from Silver Lake Partners in the amount of $461 million. Reported revenue as of LTM Q2 2019 was approximately $3.4 billion. YELLOW PAGES: DBRS Confirms B(high) Issuer Rating, Trend Stable --------------------------------------------------------------- DBRS Limited upgraded Yellow Pages Digital & Media Solutions Limited's (Yellow Pages Digital) Senior Secured Notes (the Secured Notes) rating to BB from BB (low) and Subordinated Exchangeable Debentures (the Subordinated Debentures) rating to B (high) from B (low), as well as their Recovery Ratings to RR2 from RR3 and to RR4 from RR6, respectively. DBRS Morningstar also confirmed Yellow Pages Limited's (Yellow Pages or the Company) Issuer Rating at B (high). All trends are Stable. The upgrade to Yellow Pages Digital's Secured Notes and Subordinated Debentures reflects the benefits of the recovery prospects based on the significant reduction in principal over the last 12 months. Yellow Pages' B (high) Issuer Rating continues to reflect its digital growth opportunity, strong brand recognition, valuable customer relationships, ability to generate cash flow and diminishing debt balance. The ratings also consider the continued erosion of the print business and intensely competitive digital advertising landscape. On December 19, 2018, DBRS Morningstar confirmed the Company's rating and Stable trend and indicated that if debt repayment continued to be prioritized as its top use of cash flow, financial leverage may improve to a level more in line with a higher-rated company despite the persistence of a challenging operating environment. While leverage has declined materially, revenue and EBITDA performance have trended well below DBRS Morningstar's conservative expectations, which preclude a positive rating action on the Company's Issuer Rating at this time. YP Segment revenue (revenue from continuing operations) declined by 16.7% year over year (YOY) in 2018 and by 18.2% YOY in H1 2019 over the comparable prior-year periods. Although the decline in both periods reflected softness in both digital and print businesses and continued customer losses, revenue ticked up sequentially quarter over quarter in Q2 2019 and the pace of customer losses slowed. The YP Segment EBITDA margin was 38.1% in 2018 (+680 basis points (bps) YOY) and 42.1% in H1 2019 (+313 bps YOY), as the Company has been focused on streamlining internal operations, continued cost-cutting initiatives and prioritizing the creation of a profitable business rather than revenue performance. As a result, YP Segment EBITDA was $185 million in 2018 (+1.3% YOY) and $88.5 million in H1 2019 (-11.7% YOY). In terms of financial profile, in 2018 the Company used its free cash flow and proceeds from divestitures to repay $145 million in debt, reducing its debt balance to $264 million as at year-end and resulting in a 2018 lease-adjusted debt-to-EBITDA of 1.60 times (x) compared with 2.48x in 2017. In H1 2019, Yellow Pages generated $53 million in DBRS Morningstar free cash flow (cash flow after CAPEX but before changes in working capital) and repaid another $90 million in debt, thereby taking Q2 2019 debt to $176 million, or a last 12 months ended Q2 2019 lease-adjusted debt-to-EBITDA of 1.27x. Looking ahead, Yellow Pages' earnings are expected to remain under pressure for the remainder of 2019 and 2020 as the print and digital businesses are expected to continue to post annual double-digit revenue declines. However, the pace of annual decline is anticipated to slow as a result of narrowing customer losses and modest average revenue per customer growth. As a result, revenue is expected to range between $330 million and $350 million in 2020. EBITDA margins are expected to remain essentially flat in the high 30% range over the 2019 to 2020 period. Full-year 2019 cash from operations is expected to be about $100 million, or roughly flat YOY. DBRS Morningstar anticipates capital intensity to be about 2.5% and notes that there is no dividend. As a result, 2019 free cash flow after capex but before working capital is expected to be $90 million to $100 million. DBRS Morningstar estimates that Yellow Pages will repay approximately $160 million in debt (including $70 million that was announced when Q2 2019 was reported) in full-year 2019. As a result, the Company's debt balance is expected to decline to $100 million to $105 million as of the 2019 year-end (~1.0x lease-adjusted debt-to-EBITDA). Free cash flow in 2020 is expected to be approximately $80 million, which should enable the Company to essentially retire its remaining debt balance in the following year. In order to analyze the potential recovery for debtholders of the Secured Notes in the event of default, DBRS Morningstar typically establishes a range of default scenarios reflecting the inherently imprecise nature of the default simulation. The default scenarios estimate under which circumstances a default could hypothetically occur and reveal the expected financial condition of the Company in the event of such default. Estimations of operating income, debt levels and credit metrics derived from the default scenario provide DBRS Morningstar with the ability to determine whether the various claims of creditors would be satisfied under such a default scenario. As Yellow Pages' Issuer Rating of B (high) is considered non–investment grade, the "DBRS Criteria: Recovery Ratings for Non-Investment Grade Corporate Issuers" methodology is applicable. Specifically, DBRS Morningstar must assess the recovery prospects on specific debt securities for the purpose of establishing credit ratings on those respective debt securities. Under various approaches, in a path to default over the medium to longer-term, DBRS Morningstar believes that it is likely that holders of the Secured Notes would likely recover 100% of their value, representing a Recovery Rating of RR2. Using similar approaches, holders of the Subordinated Debentures are likely to recover 30% to 60% of their value, a level that corresponds with a Recovery Rating of RR4. Despite operating pressures over the near to medium term, DBRS Morningstar believes the Company has the willingness and ability to completely deleverage in 2021. Yellow Pages' intention to continue to direct cash flow toward debt repayment combined with evidence of stabilization in digital revenue performance may result in a positive rating action. Conversely, if the Company's earnings pressure is significantly more intense than currently contemplated and the Company's deleveraging goal stalls, a negative rating action could occur. Notes: All figures are in Canadian dollars unless otherwise noted. YIANNIS MEDITERRANEAN: Hires William E. Carter as Counsel --------------------------------------------------------- Yiannis Mediterranean Cuisine LLC seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Law Office of William E. Carter, LLC, as counsel to the Debtor. Yiannis Mediterranean requires William E. Carter to: a. advise the Debtor of its rights and obligations during the bankruptcy process; b. discuss with creditors and creditor counsel prior to and during the chapter 11 case; c. file appropriate schedules, forms, pleadings and other necessary documents during the chapter 11 case; d. attend necessary hearings and other court ordered scheduling events for the chapter 11 case; e. review and advise the Debtor regarding the validity of issues asserted during the chapter 11 case; f. counsel the Debtor in connection with all aspects of the chapter 11 case; g. draft and file a chapter 11 disclosure statement and chapter 11 plan; h. distribute and collect chapter 11 plan ballots; and i. perform all other legal bankruptcy services for the Debtor which may be necessary during the chapter 11 case. William E. Carter will be paid on an hourly basis in accordance with its ordinary and customary hourly rates. William E. Carter will be paid a retainer in the amount of $10,000. William E. Carter will also be reimbursed for reasonable out-of-pocket expenses incurred. William E. Carter, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. William E. Carter can be reached at: William E. Carter, Esq. LAW OFFICE OF WILLIAM E. CARTER, LLC 658 Broad Street Meriden, CT 06450 Tel: (203) 630-1070 Fax: (203) 889-0242 About Yiannis Mediterranean Cuisine Yiannis Mediterranean Cuisine LLC is a limited liability company that operates a restaurant serving fine mediterannean cuisine. It filed its voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 19-31516) on Sept. 11, 2019, in New Haven, Connecticut. William E. Carter, Esq., is the Debtor's counsel. [^] BOND PRICING: For the Week from November 11 to 15, 2019 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.750 0.634 10/1/2022 Acosta Inc ACOSTA 7.750 0.912 10/1/2022 Alta Mesa Holdings LP / Alta Mesa Finance Services Corp ALTMES 7.875 11.500 12/15/2024 Approach Resources Inc AREX 7.000 28.854 6/15/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 10.500 6/15/2021 Bristow Group Inc BRS 6.250 7.040 10/15/2022 Bristow Group Inc BRS 4.500 9.923 6/1/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.750 12/9/2022 California Resources Corp CRC 8.000 37.269 12/15/2022 California Resources Corp CRC 6.000 23.413 11/15/2024 California Resources Corp CRC 5.500 32.990 9/15/2021 California Resources Corp CRC 8.000 38.103 12/15/2022 California Resources Corp CRC 6.000 23.993 11/15/2024 Cameron International Corp CAM 3.600 102.875 4/30/2022 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 41.182 7/15/2023 Chaparral Energy Inc CHAP 8.750 41.635 7/15/2023 Chukchansi Economic Development Authority CHUKCH 9.750 50.605 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 50.625 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 19.250 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 1.000 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 Dean Foods Co DF 6.500 18.817 3/15/2023 Dean Foods Co DF 6.500 19.000 3/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 1.938 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 1.938 2/15/2025 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 2.109 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc ENER 3.000 7.875 6/15/2013 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 30.117 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 32.696 7/15/2023 Federal Farm Credit Banks Funding Corp FFCB 2.730 99.748 11/12/2027 Federal Home Loan Banks FHLB 2.000 99.772 5/17/2022 Federal Home Loan Mortgage Corp FHLMC 2.125 99.633 5/17/2022 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 63.832 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 61.930 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 9.007 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 9.106 4/1/2023 Frontier Communications Corp FTR 8.500 50.406 4/15/2020 Frontier Communications Corp FTR 10.500 43.538 9/15/2022 Frontier Communications Corp FTR 7.125 41.698 1/15/2023 Frontier Communications Corp FTR 8.750 42.491 4/15/2022 Frontier Communications Corp FTR 6.250 42.704 9/15/2021 Frontier Communications Corp FTR 8.875 44.258 9/15/2020 Frontier Communications Corp FTR 9.250 41.889 7/1/2021 Frontier Communications Corp FTR 10.500 43.823 9/15/2022 Frontier Communications Corp FTR 10.500 52.500 9/15/2022 Global Eagle Entertainment Inc ENT 2.750 46.273 2/15/2035 Goodman Networks Inc GOODNT 8.000 51.857 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 Healthpeak Properties Inc PEAK 4.000 105.353 12/1/2022 High Ridge Brands Co HIRIDG 8.875 0.499 3/15/2025 High Ridge Brands Co HIRIDG 8.875 0.499 3/15/2025 Hornbeck Offshore Services Inc HOS 5.000 24.615 3/1/2021 Hornbeck Offshore Services Inc HOS 5.875 26.614 4/1/2020 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 2.879 9/20/2023 Lehman Brothers Inc LEH 7.500 1.847 8/1/2026 Ludlow Corp MNK 9.500 1.000 5/1/2022 MAI Holdings Inc MAIHLD 9.500 41.750 6/1/2023 MAI Holdings Inc MAIHLD 9.500 41.750 6/1/2023 MAI Holdings Inc MAIHLD 9.500 41.030 6/1/2023 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 MF Global Holdings Ltd MF 9.000 15.594 6/20/2038 Mashantucket Western Pequot Tribe MASHTU 7.350 16.000 7/1/2026 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 6.530 5/1/2024 McDermott Technology Americas Inc / McDermott Technology US Inc MDR 10.625 6.845 5/1/2024 Murray Energy Corp MURREN 12.000 0.875 4/15/2024 Murray Energy Corp MURREN 9.500 5.000 12/5/2020 Murray Energy Corp MURREN 12.000 1.050 4/15/2024 Murray Energy Corp MURREN 9.500 5.000 12/5/2020 NWH Escrow Corp HARDWD 7.500 51.188 8/1/2021 NWH Escrow Corp HARDWD 7.500 51.188 8/1/2021 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 26.868 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 26.764 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 26.951 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 27.310 10/25/2024 New Gulf Resources LLC/NGR Finance Corp NGREFN 12.250 3.900 5/15/2019 Northwest Hardwoods Inc HARDWD 7.500 52.000 8/1/2021 Northwest Hardwoods Inc HARDWD 7.500 51.918 8/1/2021 Novavax Inc NVAX 3.750 37.441 2/1/2023 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 59.583 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 59.423 6/1/2021 PHH Corp PHH 6.375 60.114 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 Pinnacle Operating Corp PINNOP 9.000 45.962 5/15/2023 Pioneer Energy Services Corp PESX 6.125 38.111 3/15/2022 Powerwave Technologies Inc PWAV 3.875 0.152 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.152 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.152 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.152 10/1/2027 Pyxus International Inc PYX 9.875 62.416 7/15/2021 Pyxus International Inc PYX 9.875 63.696 7/15/2021 Pyxus International Inc PYX 9.875 63.696 7/15/2021 QEP Resources Inc QEP 6.800 100.984 3/1/2020 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Riverbed Technology Inc RVBD 8.875 46.577 3/1/2023 Riverbed Technology Inc RVBD 8.875 46.389 3/1/2023 Rolta LLC RLTAIN 10.750 8.147 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 16.899 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 16.466 11/1/2021 Sanchez Energy Corp SNEC 6.125 4.750 1/15/2023 Sanchez Energy Corp SNEC 7.750 4.625 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 13.242 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 1.215 10/15/2027 Sears Roebuck Acceptance Corp SHLD 6.750 1.205 1/15/2028 Sears Roebuck Acceptance Corp SHLD 6.500 1.001 12/1/2028 Sears Roebuck Acceptance Corp SHLD 7.000 1.174 6/1/2032 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Stearns Holdings LLC STELND 9.375 44.916 8/15/2020 Stearns Holdings LLC STELND 9.375 44.916 8/15/2020 Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 25.902 6/1/2022 Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 25.902 6/1/2022 Teligent Inc/NJ TLGT 3.750 94.497 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 3.600 89.644 3/19/2020 Transworld Systems Inc TSIACQ 9.500 25.920 8/15/2021 Transworld Systems Inc TSIACQ 9.500 25.920 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc UPL 6.875 12.130 4/15/2022 Ultra Resources Inc UPL 7.125 10.761 4/15/2025 Ultra Resources Inc UPL 6.875 10.275 4/15/2022 Ultra Resources Inc UPL 7.125 10.472 4/15/2025 Unit Corp UNTUS 6.625 49.387 5/15/2021 VIVUS Inc VVUS 4.500 81.978 5/1/2020 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 9.750 38.598 4/15/2023 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 8.750 36.600 4/15/2023 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 9.750 38.723 4/15/2023 Vine Oil & Gas LP / Vine Oil & Gas Finance Corp VRI 8.750 37.281 4/15/2023 Weatherford International LLC WFT 9.875 35.500 3/1/2025 Weatherford International LLC WFT 9.875 30.357 3/1/2025 Weatherford International LLC WFT 9.875 30.357 3/1/2025 Windstream Services LLC / Windstream Finance Corp WIN 6.375 19.250 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.500 17.750 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 8.750 14.250 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 18.182 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 14.011 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 13.992 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.750 13.495 10/1/2021 rue21 inc RUE 9.000 1.392 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. 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