/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191211.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 11, 2019, Vol. 23, No. 344 Headlines 01 BH PARTNERSHIP: Unsecureds Will be Paid 5% of Their Claims 10827 STUDEBAKER: Buchanan Allows Cash Collateral Use Until Feb. 29 1934 BEDFORD: Has Until Dec. 11 to File Plan & Disclosures 2045 E HIGHLAND: Jan. 8, 2020 Disclosure Statement Hearing Set 5171 CAMPBELLS: Plan to be Funded by Liquidation 540 WILLOUGHBY: Unsecured Claims Are Unimpaired Under Plan ABC SOUTH: Graystar Needs Proof for Balloon Payment ADVANCED TEXTILES: Jan. 16, 2020 Disclosure Hearing Set ALGON CORPORATION: Exclusivity Period Extended to Feb. 24 ALLPRO MANUFACTURING: Seeks to Extend Exclusivity Period to Feb. 16 ALTA MESA: Hughes Watters Represents Utility Companies AMBOY GROUP: Unsecureds to Be Paid From Avoidance Actions AMERITUBE LLC: Seeks Authorization to Use TBK Bank Cash Collateral AMSTED INDUSTRIES: Moody's Assigns Ba2 CFR, Outlook Stable ANGELS FOR KIDS: Unsec. Creditors to Recover 100% Under Plan ANGELS FOR KIDS: Wants Disclosure & Plan Hearing by Dec. 27 APPLIANCESMART INC: Case Summary & 20 Largest Unsecured Creditors APPLIED SYSTEMS: Moody's Affirms B3 CFR, Outlook Stable ARMAOS PROPERTY: Court Approves 12th Interim Cash Collateral Order ARSENAL RESOURCES: Columbia Gas Wants 341 Meeting, Schedules ASC INSULATION: Allowed to Use Cash Collateral on Interim Basis ASOCIACION DE PROPIETARIOS: Jan. 22 Hearing on Disc. Statement Set BAN NH LLC: Dec. 17 Hearing on Disclosure Statement Set BERRY GLOBAL: Moody's Assigns Ba3 CFR, Outlook Stable BERTONI GELATO: Asks Court to Extend Plan & Disclosure Filing BIOSTAGE INC: FDA Puts Cellspan IND Application on Clinical Hold BLUE SKY THINKING: Unsecureds to Recover 30% Under Plan BRETON L. MORGAN: Disclosure Statement Approved CATHERINE COURTS: May Use Parkway Cash Collateral Until Jan. 14 CENTURYLINK INC: Fitch Rates $750MM Sr. Unsec. Notes 'BB' CENTURYLINK INC: Moody's Assigns B2 on Proposed Sr. Unsec. Notes COTTAGE CAR: Unsecureds to Get 100% Without Interest in 3 Years CP #1109: Continental Motors Objects to Amended Disclosures CREATIVE LIGHTING: Seeks Authorization to Use Cash Collateral DATTA MANGLAM: Judge Denies Bid to Extend Exclusivity Period DATUM TECHNOLOGIES: Sale-Based Plan Has Carve Out for Unsecureds DELMAR SUBS: Court Grants Final OK on Cash Collateral Motion DIPLOMAT PHARMACY: Moody's Reviews Caa1 CFR for Upgrade DURA AUTOMOTIVE: Auction Set for Dec. 13 ED3 CONSULTANTS: Seeks Authorization to Use Cash Collateral ELAS LLC: Disclosure Statement Hearing Resumes Dec. 12 ELECTRONIC SERVICE: Unsecureds to Have 15% Recovery Under Plan EMERGE ENERGY: Discloses New Board's Members in Plan Supplement EP ENERGY: Plan to Cut Debt by $3.3B; Unsecureds Get 1% of Shares ESM INC: Seeks to Use American Express Cash Collateral FALLS EVENT: Evergreen Aviation Settlement Okayed FERRELLGAS LP: Says Substantial Going Concern Doubt Exists FERRELLGAS PARTNERS: Debt Maturities Cast Going Concern Doubt FIZZICS GROUP: Unsecureds to Recover At Least 6.98% Under Plan FLEXOGENIX GROUP: Creditors to Be Paid From Liquidation FRANK INVESTMENTS: Court Grants Bid to Clarify Cape May Sale Order GIGA-TRONICS INC: Reverse Stock Split Takes Effect on Dec. 12 GLENVIEW HEALTH CARE: Exclusivity Period Extended Until Dec. 31 GLYECO INC: Delays Third Quarter Form 10-Q Due to Lack of Resources GRANDVIEW HILLS: Seeks to Use Cash Collateral from Rental Asset GREGORY A. HALL: Claimants Ordered to Explain Objection to Sale GROWCO INC: Plan Payments to be Funded by Continued Operations HAMLETT ENTERPRISES: Delays Disclosure Filing to Resolve Objections HCA HEALTHCACRE: Fitch Affirms BB LongTerm IDR, Outlook Stable HEALTHCORE SYSTEM: Case Summary & 20 Largest Unsecured Creditors HENLEY PROPERTIES: Wants Jan. 3, 2020 to File Liquidating Plan ICAHN ENTERPRISES: Moody's Rates $500MM Sr. Unsec. Notes Ba3 IMPERIAL TOY: Auction Set for Dec. 13 INDRA HOLDINGS: S&P Lowers ICR to 'D' on Non-payment of Interest INMAR INC: S&P Alters Outlook to Negative, Affirms 'B' ICR J CREW GROUP: Enters Into Amended Transaction Support Agreement JAMES CANDY: Court Approves Sale of Candy-Making Equipment JOSEPH MULLINS: $745K Sale of Property to New Dream Approved K & M SPRAYING: Court Grants Interim Cash Collateral Access K & M SPRAYING: Court Grants OK to Continue Factoring Agreement KETAB CORP: Has Until Feb. 3, 2020 to File Plan & Disclosures KORN FERRY: Moody's Assigns Ba2 CFR, Outlook Stable KOSTAS TOURLOUKIS: Court Approves $288K Sale of Waukesha Property M/I HOMES: Moody's Affirms B1 CFR, Outlook Stable MAGNOLIA LANE CONDOMINIUM: May Use Cash Collateral Thru Dec. 19 MCP REAL ESTATE: Unsecureds to Get 100% If Property Sold MELKINNEY LLC: Unsecureds Creditors to Get Minimus Distribution MICHAEL'S GOURMET: Seeks Authorization to Use Cash Collateral MINNESOTA COLLEGE: S&P Withdraws 'D' Rating on Taxable Rev. Bonds MJJW PORTFOLIO: Chapter 11 Plan Extended to Feb. 27, 2020 Trial MLAC CASTLE ATLANTA: Seeks Court Permission to Use Cash Collateral MT. MORRIS GROUP: Case Summary & 14 Unsecured Creditors MULTICULTURAL COMMUNITY: Court Confirms Chapter 11 Plan MURRAY ENERGY: Moody's Rates $350MM Term Loan 'B2' NORTHERN MARIANA: Moody's Assigns Ba3 Issuer Rating, Outlook Neg. NULIFE MULHOLLAND: Allowed to Use Cash Collateral Through Feb. 19 OAKLEY GRADING: Hughes Renews Objections to Trustee's Plan PALM HEALTHCARE: Dec. 19 Hearing on Disclosure Statement PARK MONROE: Unsecured Creditors to Get 30% in Sale Plan PARKINSON SEED: Compeer Resolving Disclosure Issues With Debtor PARKINSON SEED: Walters-Jeppesen Objects to Disclosure & Plan PHYTO-PLUS INC: Seeks Access to Cash Collateral PINE CREEK MEDICAL: CMR Partners Objects to Disclosure Statement PSK PROPERTIES: Court Okays $3.8M Sale of Fort Worth Property PUSHMATAHA COUNTY: Amends Plan for Adjustments of Debts PVM ELECTRIC: Asks Court to Extend Exclusivity Period to March 2 RAIT FUNDING: Targeting Jan. 22 Hearing on Exit Plan RITE AID: Moody's Affirms Caa1 CFR, Outlook Negative ROBINSON AEROSPACE: Taps Hayward & Associates as Bankr. Counsel ROMANS HOUSE: Case Summary & 20 Largest Unsecured Creditors RR3 RESOURCES: Hires Marshall Grant as Bankruptcy Counsel S&S FOREST CITY: Unsecureds to be Paid in Full Under Plan S.A.S.B. INC: Has Until Feb. 6, 2020 to File Plan & Disclosures SANCHEZ ENERGY: Quinn Emanuel Updates Unsecured Noteholders SCULPT MEDICAL: Allowed to Use BOW Cash Collateral Through Jan. 24 SERTA SIMMONS: S&P Lowers ICR to 'CCC' on Weak Performance SHOPFACTORYDIRECT INC: FHB Wants Valuation Relating to Liens SMARTER TODDLER: Files Amendment to Cash Collateral Stipulation STATEWIDE TRANSPORT: Involuntary Chapter 11 Case Summary SUNSET BAY LANDSCAPING: Seeks Authorization to Use Cash Collateral SVC: Dec. 17 Hearing of Sullivans' Disclosure Statement Set TADA VENTURES: Towber Law Firm Represents Lender Group TECNOGLASS INC: Fitch Affirms BB- LongTerm IDR, Outlook Stable TETON BUILDINGS: Gets Approval to Sell Most Assets to Asoka TEXAS ROADRUNNER: Seeks Access to Interstate Bank Cash Collateral THOMAS BOHLMANN: $3.4M Sale of Pacific Palisades Property Okayed THOMAS BOHLMANN: Selling Pacific Palisades Property for $3.4MM TROP INC: Court Approves Disclosure Statement US FINANCIAL: Court Okays $195K Sale of Anne Arundel Property VANGUARD HEALTH: Court Confirms Plan of Reorganization VASCULAR ACCESS: Seeks to Use Cash Collateral of CEO's Company WHITE STAR: Pray Walker Represents Two Suppliers WHITEWATER/EVERGREEN: Files Plan of Liquidation WILLIAM FOCAZIO: Wants Disclosure Hearing Reset to Jan. 9, 2020 WILLIAMS PLUMBING: Unsecureds Owed $668K to Split $120K Under Plan WYNDHAM DESTINATION: Fitch Rates 10-Yr. Secured Notes 'BB+' ********* 01 BH PARTNERSHIP: Unsecureds Will be Paid 5% of Their Claims ------------------------------------------------------------- 01 BH Partnership has proposed a reorganizing plan. The only or substantially the only assets of Debtor are interests in 21mostly undeveloped, vacant lots, known as 1001 N. Beverly Glen Boulevard, Los Angeles, CA 90077, together with certain easements for ingress, egress and other purposes. The Debtor seeks to accomplish payments under the Plan, commencing on the first day of the month at least 14 days following entry of a confirmation order ("Effective Date"). This Disclosure Statement sometimes assumes April 1, 2020 as the Effective Date and March 31, 2025 as the end date, at least for purposes of projections or discussion. The Plan provides for Debtor to reorganize its affairs, at least under certain circumstances,within a five-year period. The Plan proposes to treat claims and interests as follows: * Class 1 Secured claim of Los Angeles County. IMPAIRED. Total prepetition amount of claim $24,126.48. If not paid on or before the Effective Date, will be paid within no more than five years of the Petition date in at least equal monthly installments sufficient to pay off such debt. * Class 2 Secured claim of Deutsche Bank. IMPAIRED. Total prepetition amount of claim $1,750,000. Secured Claim will be paid at the Effective Date, or alternatively, amortized over 30 years at the contract, adjustable interest rate, but paid in full within five years. * Class 3 Secured claim of MERS. IMPAIRED. Total prepetition amount of claim $155,000. Debtor will pay 5% of any such claim if the creditor will accept such payment in full satisfaction of any claim against Debtor or any affiliate of Debtor. * Class 4 Secured claim of Franchise Tax Board of the State of California. IMPAIRED. Total amount of claim $430,000. The Debtor will pay 5% of this claim if the FTB will accept such payment in full satisfaction of any claim against Debtor or any affiliate of Debtor. * Class 5 Secured claim of Internal Revenue Service. IMPAIRED. Total prepetition amount of claim $4,000,000. The Debtor will pay 5% of the claim if the IRS will accept such payment in full satisfaction of any claim against Debtor or any affiliate of Debtor. * Class 6 General unsecured claims. IMPAIRED. Total amount of claim $3,000,000. From contributions by Debtor's general partners, unsecured creditors will be paid 5% of the face value of their allowed claims either by the Effective Date, or over no more than 5 years as follows: at the rate of at least $3,000 per month and the balance, if any, at the end of month 60, required to bring total payments up to at least 5% of the allowed amount of each unsecured claim. The plan will be funded by the following: Debtor's general partners. One of Debtor's General Partners, 540 Van, LLC, has in excess of $1,000,000 in cash, immediately available, to contribute to Debtor, as needed, to fund any required payments pursuant to the Plan. A full-text copy of the Disclosure Statement dated Nov. 18, 2019, is available at https://tinyurl.com/wnnleod from PacerMonitor.com at no charge. Attorneys for the Debtor: Mark E. Goodfriend LAW OFFICES OF MARK E. GOODFRIEND 16055 Ventura Boulevard, Suite 800 Encino, California 91436 Telephone: (818) 783-8866 Facsimile: (818) 783-5445 E-mail: markgoodfriend@yahoo.com About 01 BH Partnership 01 BH Partnership is the fee owner of a 1,087-square-foot family residence located at 1001 N. Beverly Glen Blvd., Los Angeles. It also owns 10 percent interests in 18 adjacent undeveloped, vacant lots. It previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 18-11040) on April 25, 2018. 01 BH Partnership again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11924) on July 31, 2019. At the time of the filing, the Debtor disclosed $245,000 in assets and $10,562,927 in liabilities. The case is assigned to Judge Maureen Tighe. The Law Offices of Mark E. Goodfriend is the Debtor's counsel. 10827 STUDEBAKER: Buchanan Allows Cash Collateral Use Until Feb. 29 ------------------------------------------------------------------- 10827 Studebaker LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California of its Stipulation with Buchanan Mortgage Holdings LLC granting consent to continued use of cash collateral. Prepetition, the Debtor and Buchanan entered into a $4.8 million secured credit facility. Pursuant to a Deed of Trust, the Debtor granted Buchanan a first priority security interest in the Property, along with an assignment of rents and security interest in rents and personal property. As of the Petition Date, Buchanan had received and continues to hold pre-petition rent payments from tenants in the amount of $84,935. Among other things, the Cash Collateral Stipulation provides that: (A) The Debtor will be permitted to use the post-petition rents and future rents collected from the tenants on the Property in accordance with the budget for the period from Dec. 1 through Feb. 29, 2020. The Debtor is also permitted to vary from the line items and aggregate expenditures by no more than 15% on a cumulative basis. (B) As security for all collections and use by the Debtor of postpetition rent, the Debtor agrees that Buchanan (i) will have a valid and perfected secured interest in all existing and future post-petition rents collected and held by the Debtor, and (ii) is granted a security interest upon all of the Debtor's post-petition rents with the same validity and priority as Buchanan's liens on and security interests in the Debtor's prepetition rents as of the Petition Date. (C) The Debtor agrees that Buchanan by the 7th day of each calendar month all net income from rent collections for the preceding month in excess of $5,000. (D) The Debtor agrees that Buchanan may apply the pre-petition rents to pre-petition non-default interest owing under the Note. (E) The Debtor agrees to pay the installment of real property taxes (in the amount of $32,133). About 10827 Studebaker 10827 Studebaker LLC, which is primarily engaged in renting and leasing real estate properties, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-13242) on Aug. 21, 2019. The petition was signed by Robert Clippinger, authorized representative. The Debtor was estimated to have assets and liabilities of $1 million to $10 million as of the bankruptcy filing. The Hon. Erithe A. Smith is the case judge. SULMEYERKUPETZ is the Debtor's counsel. 1934 BEDFORD: Has Until Dec. 11 to File Plan & Disclosures ---------------------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York has established the following dates and deadlines for Debtor 1934 Bedford LLC: * On or before Dec. 11, 2019, is the deadline for the Debtor to file a proposed plan, proposed disclosure statement, and a motion seeking approval of the proposed disclosure statement. * Jan. 8, 2020, at 4:00 p.m. is the hearing to consider approval of the Debtor's proposed disclosure statement pursuant to 11 U.S.C. Sec. 1125 and Bankruptcy Rule 3017. About 1934 Bedford LLC 1934 Bedford LLC operates and develops a multi-unit building in Brooklyn, New York. An involuntary petition for relief under Chapter 11 of the Bankruptcy Code was filed by creditors Simply Brooklyn Realty, HTC Construction Management, Inc., HTC Plumbing, Inc. against Bedford (Bankr. E.D.N.Y. Case Number 19-44751) on Aug. 2, 2019. On Sept. 12, 2019, Bedford consented to the entry of an order for relief under Chapter 11 of the Bankruptcy Code. The creditors are represented by Rosenberg Musso & Weiner LLP. Wayne Greenwald, P.C. is the Debtor's counsel. 2045 E HIGHLAND: Jan. 8, 2020 Disclosure Statement Hearing Set -------------------------------------------------------------- Debtor 2045 E Highland, LLC filed with the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, a disclosure statement describing its plan of reorganization dated Oct. 31, 2019. A hearing has been scheduled on Jan. 8, 2020, at 10:00 a.m. before the United States Bankruptcy Court for the Central District of California, Santa Ana Division, in the courtroom 5B, located at 411 West Forth Street, Santa Ana, CA 92701-4593. The hearing will consider the adequacy of the information contained in the disclosure statement and to consider any other matter that may properly come before the Court at the time. Any objections to the disclosure statement shall be filed with the Court and served upon the following parties on or before Jan. 22, 2020. About 2045 E. Highland 2045 E Highland, LLC, owns a tire and auto service shop in San Juan Capistrano, California. 2045 E Highland, based in San Juan Capistrano, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11458) on April 19, 2019. In the petition signed by Javier Salas, president, the Debtor disclosed $1,747,600 in assets and $3,367,198 in liabilities. The Hon. Theodor Albert oversees the case. Thomas B. Ure, Esq., at Ure Law Firm, serves as bankruptcy counsel to the Debtor. 5171 CAMPBELLS: Plan to be Funded by Liquidation ------------------------------------------------ Debtor 5171 Campbells Land Co., Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a chapter 11 plan of liquidation dated Nov. 12, 2019. Throughout the course of the instant chapter 11 case, the Debtor has sold the contents of 17 of its 27 restaurants. The remaining 10 restaurants have been closed and the contents have been abandoned to primary creditor and landlord Store Capital Acquisitions, LLC and StoreMaster Funding XIII, LLC, which had a first position lien on said contents, pursuant to a settlement agreement approved by the Court on Sept. 5, 2019. All remaining assets of the Debtor, including but not limited to the vacant land located at5171 Campbells Run Road, Pittsburgh, PA 15205 (the "Real Property"), the Settlement Proceeds, and Estate Litigation will be transferred to a Creditors Trust. The Creditors Trust shall be overseen by a Plan Administrator to be selected by the Official Committee of Unsecured Creditors and shall be liquidated for the benefit of Creditors. Pursuant to the terms of the Plan, the Plan Administrator will conduct an orderly liquidation of the Debtor's assets. The Plan Administrator will assist in the liquidation of various assets, including the Debtor's Real Property and the prosecution of Estate Litigation and objections to Claims. Secured creditors First National Bank (Class 1) and L-Four L.P. (Class 2) are unimpaired under the Plan. Each holder of allowed general unsecured claims (Class 6) will receive ratable proportion distribution as funds become available through the orderly liquidation process once all allowed Class 4 administrative claims and Class 5 priority claims have been paid in full. The equity interest owners of the Debtor (Class 7) will not receive any distribution nor retain any property on account of their interests under the Plan unless and until all of the Allowed Claims in Class 1, 2, 3, 4, 5 and 6 have been paid in full. The assets of the Estate, including the proceeds from the sale of the Real Property, the Settlement Proceeds, and the proceeds of the Estate Litigation will make up the Creditors Trust and be distributed to creditors holding Allowed Claims. After payment of Allowed Secured Claims and Plan Administrator expenses and fees from the monetization of the Debtor's assets subject to those allowed secured claims, and after expenses of the Plan Administrator incurred through the monetization of the remaining assets, and after reserving a reasonable amount to fund anticipated plan administration expenses, the net proceeds will be distributed to holders to Allowed Claims as required under the Plan. A full-text copy of the Plan is available at https://tinyurl.com/wbocsvc from PacerMonitor.com at no charge. The Debtor is represented by: Robert O Lampl, Esq. Ryan J. Cooney, Esq. ROBERT O LAMPL LAW OFFICE 223 Fourth Ave, 4th Floor Pittsburgh, PA 15222 Tel: (412) 392-0330 About 5171 Campbells Based in Rankin, Pennsylvania, 5171 Campbells Land Co., Inc., is a privately-held company that operates in the restaurant industry. 5171 Campbells filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-22715) on July 8, 2019. The petition was signed by William T. Kane, president. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by Robert O. Lampl, Esq., in Pittsburgh. The U.S Trustee for Region 3 appointed a committee of unsecured creditors on Aug. 1, 2019. 540 WILLOUGHBY: Unsecured Claims Are Unimpaired Under Plan ---------------------------------------------------------- 540 Willoughby Avenue, LLC, submitted a Second Amended Plan of Reorganization and a Disclosure Statement. Class IV Unsecured Claims will be paid in full, in cash, on the Effective Date of the Plan or as soon thereafter as is practicable, plus interest at the federal funds rate on the Petition Date. The funds necessary for implementation of the Plan will be provided from the Debtor or one of its respective affiliates, divisions or subsidiaries. A full-text copy of the Amended Disclosure Statement dated Nov. 18, 2019, is available at https://tinyurl.com/wbt7f5j from PacerMonitor.com at no charge. Counsel for the Debtor: Ira R. Abel Law Office of Ira R. Abel 305 Broadway 14th Floor New York, NY 10007 Phone: (212) 799-4672 E-mail: iraabel@verizon.net About 540 Willoughby Avenue 540 Willoughby Avenue, LLC, owns two separate parcels of real property: (a) a two-family house2 located at 7218 Avenue M, Brooklyn NY 11234 (Block 8362, Lot 47, the "Avenue M Property"); and (b) a parcel of undeveloped land located at 540 Willoughby Avenue, Brooklyn, NY 11206 (Block 01767, Lot 0018, the "540 Property," together with the Avenue M Property, the "Properties"). 540 Willoughby Avenue filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-43292) on June 5, 2018, disclosing under $1 million in both assets and liabilities. The Law Office of Ira R. Abel is the Debtor's counsel. ABC SOUTH: Graystar Needs Proof for Balloon Payment --------------------------------------------------- Graystar Mortgage, LLC, objects to the Disclosure Statement and Plan of Reorganization of ABC South Consulting And Construction, LLC. According to Graystar, the Disclosure Statement is inadequate and fails to contain adequate information within the meaning of 11 U.S.C. Sec. 1125. Graystar asserts that the Debtor has not demonstrated that the required funds - the balloon payment proposed in Month 9 of the Plan - will be available at the time specified in the Plan. Graystar points out that the Debtor has not filed monthly operating reports for the past three months. Graystar further points out that there is no information available to the creditors or this Court that there will be sufficient income to make the Plan payments, including the adequate protection payments promised to Graystar at the Aug. 21, 2019 hearing concerning Graystar's Motion to Dismiss this proceeding. Attorney for Graystar Mortgage: Jill A. Gautreaux KEAN MILLER LLP First Bank and Trust Tower 909 Poydras St., Suite 3600 New Orleans, LA 70112 Telephone: (504) 585-3050 E-mail: jill.gautreaux@keanmiller.com About ABC South Consulting ABC South Consulting and Construction, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-11650) on June 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. Evan Park Howell III, Esq., is the Debtor's bankruptcy attorney. ADVANCED TEXTILES: Jan. 16, 2020 Disclosure Hearing Set ------------------------------------------------------- Debtors Advanced Textiles, LLC and Paul and Melissa Honnen filed with the U.S. Bankruptcy Court for the District of Arizona a Joint Disclosure Statement and plan of reorganization. On Nov. 12, 2019, Judge Brenda K. Martin ordered that: * Jan. 16, 2020, at 1:30 p.m., is the hearing to consider the approval of the Disclosure Statement. The Disclosure Statement Hearing will be held at the United States Bankruptcy Court, 230 North First Avenue, 7th Floor, Courtroom 701, Phoenix, Arizona. * Jan. 9, 2020, is the deadline for any party desiring to object to the Court's approval of the Disclosure Statement to file a written objection with the Court. * Unless otherwise ordered by the Court, the conclusion of the Disclosure Statement Hearing is the deadline for a secured creditor to make a written election to have its claim treated pursuant to 11 U.S.C. Section 1111(b)(2). The Debtors are represented by: Patrick F. Keery Keery McCue, PLLC 6803 E. Main St., Suite 1116 Scottsdale, AZ 85251 Advanced Textiles Advanced Textiles, LLC, was formed on or about June 25, 2009, for the purpose of manufacturing and manufacturing filtering materials for windows, doors, fans and HVAC systems. Advanced Textiles is recognized throughout the air filtering industry as a cutting-edge manufacturer, supplier and retailer of custom-made air filter products. Many of the products are sold online through an Amazon account. The company's only employee is Paul Honnen. Advanced Textiles has provided quality products to hundreds of customers for many years. Advanced Textiles sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-08428) on July 9, 2019. In the petition signed by its managing member, Paul Honnen, Advanced Textiles was estimated to have assets of less than $50,000 and debts of less than $1 million. On July 9, 2019, Paul Honnen and Melissa Honnen commenced their own Chapter 11 cases (Case No. 19-08429). The cases are assigned to Judge Brenda K. Martin. Advanced Textiles and the Honnens tapped Keery McCue, PLLC, as counsel. ALGON CORPORATION: Exclusivity Period Extended to Feb. 24 --------------------------------------------------------- Judge Robert Mark of the U.S. Bankruptcy Court for the Southern District of Florida extended the exclusivity period for Algon Corporation to file a Chapter 11 plan of reorganization to Feb. 24, 2020, and the period for soliciting acceptances for the plan to April 24, 2020. The company needs additional time to continue negotiations to obtain financing for its plan, according to court filings. About Algon Corp Algon Corp -- https://www.algon.com/ -- is a worldwide distributor of raw materials and industrial parts for the pharmaceutical, cosmetic, and food industries. The Company is located in Miami, Florida. Algon Corp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-18864) on July 1, 2019. In the petition signed by its president, Alfredo Suarez, the Debtor estimated assets and liabilities of less than $10 million. The case is assigned to Judge Robert A. Mark. The Debtor is represented by Geoffrey S. Aaronson, Esq., at Aaronson Schantz Beiley P.A. ALLPRO MANUFACTURING: Seeks to Extend Exclusivity Period to Feb. 16 ------------------------------------------------------------------- Allpro Manufacturing, Inc. asked the U.S. Bankruptcy Court for the Southern District of Texas to extend the period during which only the company can file a Chapter 11 plan of reorganization to Feb. 16, 2020. Unless extended, the current exclusivity period ends on Dec. 16. Allpro Manufacturing is currently working with Frost Bank, a secured creditor and lender, to coordinate lien rights regarding debtor-in-possession financing. Once it is approved, the company believes that it will be able to formulate a reorganization plan. About Allpro Manufacturing Houston-based Allpro Manufacturing, Inc., makes custom lead products including lead roof fishings, fittings, pipe, castings, shielding and other specialty products. It conducts business under the name Lead Products Co. Allpro Manufacturing filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-33368)on June 17, 2019. In the petition signed by Cary Ostera, president, the Debtor disclosed $760,101 in assets and $1,136,156 in liabilities. The Law Office of Margaret M. McClure is the Debtor's counsel. ALTA MESA: Hughes Watters Represents Utility Companies ------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Hughes Watters Askanase, LLP submitted a verified statement that it is representing AES Drilling Fluids, LLC and Jet Specialty, Inc. in the Chapter 11 cases of Alta Mesa Resources, Inc., et al. As of Dec. 6, 2019, the parties listed and their disclosable economic interests are: (1) AES Drilling Fluids, LLC 11767 Katy Freeway Houston, TX 77079 * Priority Administrative Claim Pursuant to 11 U.S.C. section 503(b)(9) * Principal amount of claim: $255,410.00 (2) Jet Specialty, Inc. 211 Market Avenue Boerne, TX 78006 * Priority Administrative Claim Pursuant to 11 U.S.C. section 503(b)(9) * Administrative claim: $218,108.61 * General unsecured claim: $9,895.18 Each of the parties listed on Exhibit A has consented to this multiple representation by HWA in the above-captioned matter. The Firm can be reached at: Hughes Watters Askanase, LLP Alexander Perez, Esq. Wayne Kitchens, Esq. Total Plaza 1201 Louisiana, 28th Floor Houston, TX 77002 Telephone: (713)759-0818 Facsimile: (713)759-6834 E-mail: aperez@hwa.com wkitchens@hwa.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/zOQBUE About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and Latham & Watkins LLP as attorneys; and Perella Weinberg Partners LP and its affiliate Tudor Pickering Holt & Co Advisors LP as investment banker. Prime Clerk LLC is the claims agent. AMBOY GROUP: Unsecureds to Be Paid From Avoidance Actions --------------------------------------------------------- According to its Third Amended Disclosure Statement, Amboy Group, LLC, is seeking confirmation of a Liquidating Plan. The Plan provides for the selection of a Liquidating Trustee to liquidate the assets of the Debtor. The Debtor though the liquidating trustee seeks to liquidate all of the Debtor's remaining assets and pursue causes of action and make payments in connection with certain debts owed by the Debtor as of the Petition Date, along with satisfying administrative expense claims in full on the Effective Date, or at such later time when sufficient funds become available. The Plan proposes to treat claims as follows: * Secured Claims. Secured claims are claims secured by liens on property of the estate. Pursuant to the sale, secured creditors have been satisfied. * Priority Unsecured Claims. Each holder of such a Section 507(a)(8) Priority Tax Claim will receive on account of such claim regular installment payments in cash. * General Unsecured Claims. General unsecured creditors will be paid from the collection of avoidance action claims by the Liquidating Trustee. Currently, there are approximately $3.7 million in potential avoidance claims. The Liquidating Trustee is not certain how much will be collected. After full payment to administrative claims, any other remaining proceeds from avoidance recoveries will be shared pro rata by the general unsecured creditors. * Equity Interests. All equity interests will be extinguished and the Debtor liquidated in full. The Plan will be funded from the proceeds of the Sale and the recovery, if any, of avoidance actions. For the avoidance of doubt, general unsecured creditors will be funded if there is any remaining cash held by the liquidating trustee after payment of administrative expenses and priority tax claims (if any exist). A full-text copy of the Third Amended Disclosure Statement dated Nov. 18, 2019, is available at https://tinyurl.com/yx5a4pub from PacerMonitor.com at no charge. Counsel to the Debtor: Anthony Sodono, III Sari B. Placona McMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Suite 201 Roseland, NJ 07068 Tel: (973) 622-1800 E-mail: asodono@msbnj.com splacona@msbnj.com About Amboy Group Amboy Group LLC, d/b/a Tommy Moloney's, d/b/a Agnelli's Gourmet, d/b/a Amboy Cold Storage, is a provider of food products and temperature controlled warehouses. Its food processing and cold storage facility serves as a manufacturer/distributor of authentic Irish and Italian meat products in America. Amboy Group's facility is USDA, FDA and SQF 2000 certified. CLU Amboy, LLC, is the fee simple owner of a real property located at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of $13 million. CLU Amboy reported gross revenue of $624,444 in 2016 and gross revenue of $644,066 in 2015. Amboy Group holds a 51% interest in an American entity known as Parmacotta-Amboy NA, LLC, that distributes Italian meats. The remaining 49% is owned by an American entity known as Parmacotto America. Parmacotto America is owned by Paramcotto sPa. Parmacotto sPa has been subject to insolvency proceedings in Italy for approximately two and half years, during which time, no revenue has flowed from Parmacotto sPa to Amboy Group. Amboy Group's gross revenue amounted to $10.01 million in 2016 and $6.26 million in 2015. Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11 petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct. 25, 2017. At the time of filing, the Amboy Group reported $1.48 million in assets and $7.11 million in liabilities, while CLU Amboy reported $13.34 million in assets and $10.78 million in liabilities. The Hon. Christine M. Gravelle oversees the case. The Debtors tapped Anthony Sodono, III, Esq., and Sari Blair Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono, P.C., as bankruptcy counsel, substituted by McManimon Scotland & Baumann, LLP. The Debtors hired Reitler Kailas & Rosenblatt LLC as special counsel, and Thomas A. Ferro, P.C., as their accountant. The Debtors also tapped Sout Risius Ross Advisors, LLC, and its affiliate Stout Risius Ross, LLC, as financial advisor and investment banker. AMERITUBE LLC: Seeks Authorization to Use TBK Bank Cash Collateral ------------------------------------------------------------------ Ameritube, LLC, seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to use cash collateral in the ordinary course of its business. Pursuant to the terms of that certain Loan Agreement, TBK Bank, SSB provided secured credit to Ameritube in the form of (a) a revolving line of credit and (b) a term loan. As of the Petition Date, the Debtor was obligated to TBK on the Revolving Loan in the amount of approximately $260,000, secured by a first lien on all or substantially all of the assets of the Debtor. The Term Loan was repaid prior to the Petition Date The Debtor has a prepetition factoring agreement with TBK and desires to continue such relationship to maintain a steady cash flow from Debtor's clients. TBK and the Debtor wish to continue this Factoring Agreement for at least sixty days. The Debtor proposes to provide TBK with a variety of adequate protection to protect against the postpetition diminution in value of the collateral resulting from the use of the collateral by the Debtor and the imposition of the automatic stay: (a) valid and automatically perfected replacement liens and security interests in and upon the Collateral; (b) valid and automatically perfected liens and security interests in any post-petition assets acquired by the Debtor; (c) super-priority administrative claims under section 507(b) of the Bankruptcy Code; (d) the payment of interest, fees, and principal due under the Factoring Agreement and Loan Agreement and (e) the payments of TBK's legal fees and expenses. About Ameritube LLC Ameritube, LLC is a manufacturer of copper alloys including DHP copper, brass, copper nickel, and a variety of alloys used in a variety of processes in the oil and gas, HVAC, heat transfer, power, chemical, marine and defense industries. Ameritube is also a distributor of carbon and stainless steel, seamless tubing, marine pipe, couplings, fittings, and flanges used in the marine industry. Ameritube sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-60863) on Nov. 17, 2019. In the petition signed by Khariton G. Ravitsky, president, the Debtor was estimated to have assets and liabilities ranging between $1 million to $10 million. Judge Ronald B. King is assigned to the case. The Debtor is represented by Sarah M. Cox, Esq. at SPECTOR & COX, PLLC. AMSTED INDUSTRIES: Moody's Assigns Ba2 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Amsted Industries Incorporated's new senior unsecured notes due 2030. The Ba2 corporate family rating and the Ba2-PD Probability of Default Rating are unchanged. The outlook for Amsted remains stable. RATINGS RATIONALE The Ba2 Corporate Family Rating reflects Amsted's leading market position in its core segments of railroad and vehicular products, attractive operating margins that are expected to be in the 13%-14% range, and good cash flows throughout industry cycles. Although Moody's expects continued weakness in demand for rail equipment and Class 8 truck production in 2020, Amsted should generate strong free cash flow of at least $250 million annually over the next few years, representing nearly 30% of total debt. As well, the company maintains moderate debt levels, with debt-to-EBITDA expected to stay close to 2x. However, the rating also considers the sizeable obligations under its Employee Stock Ownership Plan (ESOP), the purchases under which vary in line with the highly cyclical nature of Amsted's businesses and the number of eligible shares in each period. While ESOP redemptions have largely been funded through free cash flows in recent years, Moody's believes that cash payouts could exceed the same in 2020. In such a case, Moody's believes that the company would cover such shortfalls to accommodate redemptions primarily through the use of its cash reserves. Proceeds from the notes offering will be used to redeem all $250 million of Amsted's senior secured notes due 2024, as well as to repay a portion of the company's senior secured revolver borrowings, rendering the transaction approximately debt-neutral. The Ba3 ratings of Amsted's senior unsecured notes are one notch below the Ba2 CFR, reflecting their effective subordination to the $900 million revolving credit facility and approximate $200 million term loan due 2024. The stable rating outlook reflects Moody's expectation that credit metrics will remain robust relative to the Ba2 CFR despite ongoing demand weakness in Amsted's rail and vehicular products segments into 2020, and that the company will primarily employ its free cash flow for ESOP share redemptions. Ratings could be upgraded if the company is expected to generate free cash flow in excess of ESOP redemption levels throughout various business cycles, regardless of share valuation, and hence obviating the need to use cash reserves to cover the same. Ratings could be downgraded if ESOP obligations rise to a level that results in a significant increase in debt or draw on the company's liquidity sources, particularly at a time when business conditions deteriorate unexpectedly. Ratings could also be downgraded if debt-to-EBITDA is sustained above 3.0x, or if retained cash flow-to-debt falls below 30%. The following rating action was taken: Issuer: Amsted Industries Incorporated Assignment: Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) The principal methodology used in this rating was Global Manufacturing Companies published in June 2017. Amsted Industries Incorporated, headquartered in Chicago, Illinois, is a diversified manufacturer of highly engineered components used in the railroad, vehicular and construction sectors. Revenues for the twelve months ended September 30, 2019 were $4.0 billion. The company is 100% owned by its Employee Stock Ownership Plan (ESOP). ANGELS FOR KIDS: Unsec. Creditors to Recover 100% Under Plan ------------------------------------------------------------ Debtor Angels For Kids On Call 24/7, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, a plan of reorganization and disclosure statement. The Debtors will pay holders of allowed unsecured claims (Class 4) in full, except that the maximum sum to be paid shall not be greater than an aggregate sum of $57,336.76 (the Unsecured Pot) which the Debtor believes is the maximum amount of legitimate Allowed Class 4 Claims. Each holder of an Allowed Unsecured Claim will be paid a Pro Rata share of the Unsecured Pot if not paid in full. Payments will be made over 120 months and shall commence on the thirtieth day after a final order determining all remaining Disputed Claims. Payments shall continue until the Unsecured Pot or 100% of all Class 4 Claims are paid in full. Class 4 is Impaired. On the Effective Date, the Debtor will cancel all existing stock held by any and all shareholders (Class 4), and issue 50% of the new stock to John Valencia and the remaining 50% of the new stock to Elizabeth Valencia. The holders of any Equity Interests shall receive no Distribution under the Plan on account of such Equity Interests. Class 5 is Impaired. The property of the Debtor’s estate will transfer to the Reorganized Debtor on the Effective Date. Thereafter, the Reorganized Debtor will be allowed to operate its business and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code. All property of the Reorganized Debtor will be free and clear of all Claims and Interests, except as specifically provided in the Plan. The Plan contemplates that a Reorganized Debtor will continue to operate the Debtor’s business. The Debtor believes cash flow from the continued operation of its business will be sufficient to meet required Plan Payments. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation; however, subject to the projections attached to the Disclosure Statement, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the disclosure statement is available at https://tinyurl.com/wp7wk2x from PacerMonitor.com at no charge. The Debtor is represented by: ALDO G. BARTOLONE, JR. BARTOLONE LAW, PLLC 1030 N. Orange Ave., Suite 300 Orlando, Florida 32801 Telephone: 407-294-4440 Facsimile: 407-287-5544 E-mail: aldo@bartolonelaw.com About Angels For Kids on Call 24/7 Angels For Kids On Call 24/7, Inc. -- https://www.angelsforkidsoncall.com/ -- is a for-profit behavioral health company located in Orlando, Florida. The Company provides treatment of mood disorder, disorders first diagnosed in childhood, behavioral disorders, trauma, stress and poor health, substance and social reality problems. Its target population is high-risk, diverse and in need of immediate care. While the Company is uniquely suited to specialize in child and adult care, it offers a range of treatments for people of all age ranges. Angels For Kids On Call 24/7, based in Orlando, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-03262) on May 16, 2019. In the petition signed by John Valencia, president, the Debtor was estimated to have $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Karen S. Jennemann oversees the case. Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, serves as bankruptcy counsel to the Debtor. ANGELS FOR KIDS: Wants Disclosure & Plan Hearing by Dec. 27 ----------------------------------------------------------- Debtor Angels For Kids On Call 24/7, Inc., moves the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to combine the hearing on disclosure statement and confirmation of the plan of reorganization of Debtor Angels For Kids On Call 24/7, Inc. Combining the hearing on the Disclosure Statement with the hearing on the Plan and authorizing the solicitation of votes on the Plan after service of the Order, Disclosure Statement, and Plan will result in an expeditious and economical conclusion of this bankruptcy case by shortening the time necessary to achieve a confirmed Plan. The expeditious and economical conclusion of this case will reduce the cost of administration and is in the best interest of the Debtor, their estates, and the creditors and other parties in interest in this case. Angels For Kids On Call 24/7, Inc., thus ask the Court to enter an order scheduling the combined disclosure and confirmation on or before Dec. 27, 2019 A full-text copy of the Motion is available at https://tinyurl.com/vjdzmjs from PacerMonitor.com at no charge. About Angels For Kids on Call 24/7 Angels For Kids On Call 24/7, Inc. -- https://www.angelsforkidsoncall.com/ -- is a for-profit behavioral health company located in Orlando, Florida. The Company provides treatment of mood disorder, disorders first diagnosed in childhood, behavioral disorders, trauma, stress and poor health, substance and social reality problems. Its target population is high-risk, diverse and in need of immediate care. While the Company is uniquely suited to specialize in child and adult care, it offers a range of treatments for people of all age ranges. Angels For Kids On Call 24/7, based in Orlando, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-03262) on May 16, 2019. In the petition signed by John Valencia, president, the Debtor was estimated to have $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Karen S. Jennemann oversees the case. Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, serves as bankruptcy counsel to the Debtor. APPLIANCESMART INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: ApplianceSmart, Inc. 300 Park Avenue, 12th Floor New York, NY 10022 Case No.: 19-13887 Business Description: ApplianceSmart, Inc. -- https://appliancesmart.com -- is a retailer of household appliances. ApplianceSmart offers white-glove delivery within each store's service area for those customers that prefer to have appliances delivered directly. Chapter 11 Petition Date: December 9, 2019 Court: U.S. Bankruptcy Court Southern District of New York Debtor's Counsel: Kenneth A. Reynolds, Esq. THE LAW OFFICES OF KENNETH A. REYNOLDS, ESQ., P.C. 105 Maxess Road, Suite 124 Melville, NY 11747 Tel: 631-994-2220 Email: kreynolds@kareynoldslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Virland Johnson, chief financial officer. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors, is available at PacerMonitor at https://is.gd/V2JSrr at no extra charge. APPLIED SYSTEMS: Moody's Affirms B3 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service affirmed Applied Systems, Inc.'s B3 Corporate Family Rating and B3-PD Probability of Default Rating following the company's announced plan to raise $210 million of incremental first and second lien debt. Moody's assigned a B2 rating to the company's proposed $150 million incremental senior secured first lien term loan and a Caa2 rating to the proposed $60 million incremental senior secured second lien term loan. Moody's also affirmed Applied Systems existing B2 first lien and Caa2 second lien term loan ratings. The rating outlook remains stable. Applied Systems announced on December 4, 2019 that it signed a definitive agreement to acquire Indio Technologies, a software company that offers products which digitize the commercial lines insurance application and renewal process. Net proceeds from the debt issuance, along with Indio management rollover equity, will be used to fund the purchase of Indio and add $4 million to Applied Systems' balance sheet. Assignments: Issuer: Applied Systems, Inc. Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa2 (LGD5) Affirmations: Issuer: Applied Systems, Inc. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Applied Systems, Inc. Outlook, Remains Stable RATINGS RATIONALE The affirmation of Applied Systems' B3 CFR is based on Moody's expectation that the company will be successful with its integration of Indio, which follows shortly after the company's 2019 acquisitions of TechCanary and Policy Works. All three acquisitions are expected to bolster the depth and breadth of Applied Systems product offerings catering to the niche property and casualty (P&C) insurance broker market. Though top-line growth has been strong in recent periods, neither Indio or Tech Canary have historically generated significant levels of profitability. After creating integrations with Applied Systems Epic broker management software, the company will be in a position to offer these new products to its approximately 12,000 strong base of existing customers. The B3 CFR broadly reflects Applied Systems' highly aggressive financial policies underpinned by the company's very high debt to EBITDA leverage resulting from numerous debt-funded dividends and acquisitions over the years. During the first half of 2019, Applied Systems incurred a one-time stock compensation expense and executed a tender offer for common stock owned by its employee base concurrent with Hellman and Friedman's 5 year anniversary of ownership. When adjusting for this approximately $50 million expense, pro forma leverage was about 9x as of the LTM period ended September 30, 2019. When further adjusting for change in deferred revenue, Applied Systems "cash adjusted" debt to EBITDA was about 8.8x. Applied Systems however has historically maintained adjusted EBITDA margins in the range of 45-50% and revenue growth in the high single-digit to low double-digit percent range. The strong profit margins and healthy growth rates has enabled the company to consistently generate free cash flow in the low to mid-single digit percent range of total gross debt and support its aggressive financial policies. Moody's anticipates that over the next 12-18 months, Applied Systems will generate free cash flow to debt of about 2-3% and organic revenue growth in the range of 7-10%, supporting deleveraging by about 1x. Moody's does not believe the company will repay any debt other than mandatory annual 1% amortization payments on its 1st lien term loans. While Moody's believes that following the currently contemplated transactions the company will have the ability to de-lever below 8x, in practice there is a high likelihood that additional distributions or M&A activity will occur. Under the company's financial sponsor ownership, Applied Systems has demonstrated a very aggressive financial strategy which Moody's expects to continue. If not for the exceptionally strong business model, ratings would likely be lower. The stable outlook reflects Moody's expectation that Applied Systems will successfully integrate its recently acquired businesses and reduce debt to EBITDA leverage toward 8x over the next 12-18 months, supported by earnings growth in the high single-digit percent range. Applied Systems' ratings could face downward pressure if free cash flow to debt is sustained below 1-2% while continuing its aggressive financial strategy. Conditions that could also put downward pressure on the ratings include market share losses, margin erosion, declines in the rate of revenue growth or adjusted leverage levels exceeding 9x on other than a temporary basis. Although it is considered highly unlikely by Moody's, ratings could be upgraded if Applied Systems were to maintain leverage below 7x on a long term basis, while also sustaining free cash flow to debt levels around 8%. Liquidity is considered good, supported by Applied System's strong free cash flow generation capabilities (annualized FCF in excess of $50 million is anticipated over the next 12-18 months), access to an undrawn $50 million revolving credit facility expiring in 2022, and modest cash balances (about $17 million expected at transaction close). The revolving credit facility contains a maximum springing first lien leverage ratio set to 8x, applicable if 35% or more of the revolver is drawn at quarter end. Moody's does not anticipate the covenant will be in effect over the next 12 months. Applied Systems, headquartered in University Park, Illinois, is a provider of software solutions to the P&C and benefits insurance industry with a focus on insurance brokers and agencies in the US, Canada, the UK and Ireland. For the twelve-month period ended September 30, 2019 the company generated revenue of $427 million. The company is owned by private equity investors Hellman & Friedman (majority), JMI Equity (minority), Stone Point Capital (minority) and CapitalG (minority). The principal methodology used in these ratings was Software Industry published in August 2018. ARMAOS PROPERTY: Court Approves 12th Interim Cash Collateral Order ------------------------------------------------------------------ Judge James J. Tancredi issued a 12th interim order authorizing Armaos Property Holdings, LLC and Olympic Hotel Corporation to use cash collateral for the period through and including Jan. 4, 2020, on a revolving basis in order to pay business expenses. The Court ruled that: (a) the Debtor's secured creditors are granted, subject to a Carve-Out (1) a continuing post-petition lien and security interest in all of the Debtors' prepetition property as existed on the Petition Date; and (2) a continuing post-petition replacement lien in all property acquired by the Debtors after the Petition Date, provided that the Replacement Liens do not extend to any claims or causes of action arising under Chapter 5 of the Bankruptcy Code. (b) the Debtors will pay Access Financial weekly adequate protection payments on an Equipment Loan for $1,555.54, and on account of a Real Estate Mortgage Loan for $10,305.61, each payable on or before the Friday of each week while the Order is in effect. (c) the liens of (i) Access Point Financial; (ii) Small Business Financial Solutions, LLC; (iii) the Department of Labor; (iv) Department of Revenue Services; and (v) Internal Revenue Service, and any replacements thereof, pursuant to this Order, will be subject to and subordinate to the Carve-Out for up to $30,000 (over and above the $10,000 retainer held by Debtors' accountants). A hearing to consider the Debtors' further use of the cash collateral will be held on Jan. 2, 2020, at 12 p.m. The Debtors are directed to file a proposed 13th interim order by Dec. 23, 2019, to which objecting parties must file objections no later than 12 p.m. (prevailing Eastern Time) on Dec. 30, 2019. A copy of the 12th Interim Order, with the December 2019 approved budget, is available at https://is.gd/S2Jn6G from PacerMonitor.com free of charge. About Armaos Property and Olympic Hotel Armaos Property Holdings, LLC, owns a 140-room hotel located in Groton, Connecticut. Sister company Olympic Hotel Corporation operates the hotel. Armaos and Olympic have been a family owned business since the hotel opened in 1985. Armaos Property and Olympic Hotel filed voluntary petitions for the relief afforded under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 19-20134 and 19-20135) on Jan. 30, 2019. The petitions were signed by Michael C. Armaos, manager. The cases are jointly administered. At the time of filing, Armaos Property was estimated to have both assets and liabilities at $1 million to $10 million; and Olympic Hotel was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Debtors are represented by James Berman, Esq., at Zeisler & Zeisler, P.C. ARSENAL RESOURCES: Columbia Gas Wants 341 Meeting, Schedules ------------------------------------------------------------ Columbia Gas Transmission, LLC ("TCO") files its limited objection to the motion for entry of an order scheduling combined hearing on the adequacy of Disclosure Statement and confirmation of Pre-Packaged Plan of Arsenal Resources Development LLC (ARE) and its debtor affiliates. TCO is asking this Court to require the Debtors to comply with two basic requirements of the bankruptcy disclosure process: holding a 341 meeting and filing schedules of assets and liabilities and statements of financial affairs. The Debtor and TCO are parties to certain prepetition FTS Services Agreements. The Transportation Agreements were terminated prior to the filing of these chapter 11 cases. TCO terminated the Transportation Agreements for, among other things, ARE's failure to pay in excess of $12 million for pipeline transportation capacity made available to ARE as set forth in the Transportation Agreements. As a result of ARE's prepetition breaches of the Transportation Agreements, TCO retains a claim against ARE that is estimated to be in excess of $400 million. Under the terms of the Plan, it appears TCO will receive its pro rata share of $100,000 in complete satisfaction of its claims. As drafted, TCO is not entitled to vote on the Plan. However, the Debtors seek to bind TCO to the broad array of releases and exculpations typically proposed in plans filed in the District of Delaware. While the universe of parties who may benefit from a 341 Meeting and additional financial disclosure may be limited, TCO submits that both procedural events would benefit TCO's ability to perform diligence on the Plan and determine whether it will object to confirmation of the Plan. Moreover, it would appear to TCO that providing the information at a 341 meeting and in financial disclosures would be less burdensome than an alternative form of information gathering, such as formal discovery. The Debtors state that they would be entitled to a 28-day extension of the deadline to file their Schedules and SoFAs. If the Debtors use the full time afforded under the Local Rule, the Schedules and SoFAs would be filed on or about Dec. 6, 2019, which is only five days prior to the deadline to object to the Plan. Columbia Gas is represented by: K&L GATES LLP Steven L. Caponi Matthew B. Goeller 600 North King Street, #901 Wilmington, Delaware 19801 Telephone: (302) 416-7000 Facsimile: (302) 416-7020 E-mail: steven.caponi@klgates.com matthew.goeller@klgates.com - and - BRACEWELL LLP Robert G. Burns 1251 Avenue of Americas, 49th Floor New York, New York 10020-1104 Telephone: (212) 508-6155 Facsimile: (212) 508-6101 Robert.Burns@bracewell.com - and - Mark E. Dendinger CityPlace I, 34th Floor 185 Asylum Street Hartford, Connecticut 06103 Telephone: (860) 256-8541 Facsimile: (860) 760-6673 E-mail: Mark.Dendinger@bracewell.com - and - Ryan M. Eletto 2001 M Street NW, Suite 900 Washington, District of Columbia 20036 Telephone: (202) 828-5807 Facsimile: (202) 223-1225 E-mail: Ryan.Eletto@bracewell.com About Arsenal Resources Arsenal Resources -- http://www.arsenalresources.com/-- is an independent exploration and production company headquartered in Pittsburgh, Pennsylvania that is engaged in the acquisition, exploration, development and production of natural gas in the Appalachian Basin. Arsenal Resources Development LLC and 16 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12347) on Nov. 8, 2019, to implement terms of a prepackaged Chapter 11 plan of reorganization. Arsenal was estimated to have at least $500 million in assets and liabilities as of the bankruptcy filing. The Company is represented by Simpson Thacher & Bartlett LLP and Young Conaway Stargatt & Taylor LLP, as legal counsel, PJT Partners LP, as investment banker and Alvarez & Marsal North America, LLC, as restructuring advisor. ASC INSULATION: Allowed to Use Cash Collateral on Interim Basis --------------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois authorized ASC Insulation Fireproofing and Supplies, Inc., to use cash collateral solely in accordance with the Budget and the other terms and conditions set forth in the Interim Order. St. Charles Bank & Trust Co. holds a senior security interest in all assets of the Debtor by way of a valid lien duly filed of which the amount due and owing totals no less than $421,176. The Laborer's Pension Fund; the Laborers Welfare Funds of Health and Welfare Department of the Construction and General Laborers' District Council of Chicago and Vicinity; maintain a junior security interest pursuant to a blanket continuing Commercial Security Agreement for unpaid contributions and dues alleged owed by the Chicago Laborers' Funds in the amount of $395,704 pursuant to audit findings. The Secured Parties will be secured by liens to the same extent, priority and validity as existed prior to the Petition Date. The Secured Parties will receive security interests in and replacement liens upon all of the Debtor's now existing or hereafter acquired property, real or personal, whether in existence before or after the Petition Date, to the extent actually used and for the diminution, if any, in the value of the Secure Parties' Collateral securing all indebtedness of the Debtor to the Secured Parties, which replacement liens will be the same liens as prepetition valid liens of record. St. Charles Bank is granted adequate protection payments in the amount of $10,650 per month until further order of the Court to protect against any diminution in value of the collateral. St. Charles Bank is also granted adequate protection for its asserted secured interests in substantially all of the Debtor's assets, including cash collateral equivalents and the Debtor's cash and accounts receivable, among other collateral to the extent and validity as held prepetition. About ASC Insulation Fireproofing ASC Insulation Fireproofing and Supplies, Inc. -- http://www.ascfireproofing.com/-- is a family-owned company specializing in commercial spray-applied fireproofing coatings, industrial coatings, intumescent coatings, and thermal and acoustical coatings. ASC Insulation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-31687) on Nov. 6, 2019. Judge Timothy A. Barnes is assigned to the case. In the petition signed by its president, Mike Castro, the Debtor was estimated to have assets of less than $50,000 and debt under $10 million. James Young Law serves as the Debtor's counsel. ASOCIACION DE PROPIETARIOS: Jan. 22 Hearing on Disc. Statement Set ------------------------------------------------------------------ A hearing on approval of disclosure statement of Asociacion de Propietarios Condominio Radio Centro is scheduled for January 22, 2020 at 9:30 AM at the United States Bankruptcy Court, Southwestern Divisional Office, MCS Building, Second Floor, 880 Tito Castro Avenue, Ponce, Puerto Rico. Objections to the form and content of the disclosure statement must be filed and served not less than 14 days prior to the hearing. About Asociacion De Propietarios Condominio Radio Centro Asociacion De Propietarios Condominio Radio Centro sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-02202) on April 23, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $500,000. Gloria Justiniano Irizarry, Esq., at JUSTINIANO'S LAW OFFICE, is the Debtor's counsel. BAN NH LLC: Dec. 17 Hearing on Disclosure Statement Set ------------------------------------------------------- The hearing to consider the approval of the disclosure statement of Ban NH, LLC will be held on Dec. 17, 2019, at 11:00 a.m. in the United States Bankruptcy Court, Courtroom 1402, Richard Russell Federal Building, 75 Ted Turner Drive, NW, Atlanta Georgia 30303. Dec. 16, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement. The Plan proposes to treat claims as follows: * Class 1 Metro City Bank. IMPAIRED. Amount of claim $1,423,472.09. Metro City Bank's claim is deemed a fully Allowed Secured Claim and will be paid in full according to contractual terms by Debtor. * Class 2 Southern Bank. IMPAIRED. Amount of claim $1,572,546.71. The claim will be paid in full according to contractual terms by Debtor. * Class 3B General Unsecured Claims. IMPAIRED. All allowed unsecured claims not separately classified will be paid 100% of each allowed claim with regular quarterly payments beginning the first Business Day of the month, 30 days following the Effective Date. All payments under the Plan which are due on the Effective Date will be funded from the Cash on hand, and operating revenues. The funds necessary to ensure continuing performance under the Plan after the Effective Date will be (or may be) obtained from: (a) any and all remaining Cash retained by the Reorganized Debtor after the Effective Date; and (b) Cash generated from the post-Effective Date operations of the Reorganized Debtor; and (c) any other contributions or financing (if any) which the Reorganized Debtor may obtain on or after the Effective Date. A full-text copy of the Disclosure Statement dated Nov. 18, 2019, is available at https://tinyurl.com/ry7fenv from PacerMonitor.com at no charge. Attorneys for the Debtor: Theodore N. Stapleton THEODORE N. STAPLETON, PC 2802 Paces Ferry Road, Suite 100-B Atlanta, Georgia, 30339 Telephone: (770) 436-3334 E-mail: tstaple@tstaple.com The Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-60464) on July 2, 2019. In the petition signed by the company manager, Christopher F. Brogdon, the Debtor was estimated to have assets and liabilities of less than $10 million. Theodore N. Stapleton, P.C., serves as the Company's bankruptcy counsel. BERRY GLOBAL: Moody's Assigns Ba3 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the new EUR725 million notes issued by Berry Global Inc. Berry Global Group Inc.'s Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, instrument ratings and stable outlook remain unchanged. The SGL-2 also remains unchanged. The issuance will be used to refinance its existing Term Loan U and Term Loan V. The transaction is roughly credit neutral since total debt will not increase and the decrease in interest expense for the next 12 months will be mostly offset by the fees and expenses. Assignments: Issuer: Berry Global Inc. Senior Secured Regular Bond/Debenture, Assigned Ba2 (LGD 3) RATINGS RATIONALE Strengths in Berry's credit profile include its considerable scale, some concentration of sales in relatively more stable end markets and good liquidity. The company's strengths also include a strong competitive position in rigid plastic containers and a continued focus on producing higher margin products and pruning lower margin business. Weaknesses in Berry's credit profile include some exposure to more cyclical end markets, certain weaknesses in contract structures with customers and aggressive financial policies including an acquisition strategy. The rating also reflects the fragmented and competitive industry structure. The ratings outlook is stable. The stable outlook is predicated on an expectation of flawless integration of the RPC acquisition including realization of the projected synergies and management's pledge to direct all free cash flow to debt reduction until metrics are restored to within the rating triggers. Berry's SGL-2 speculative grade liquidity reflects a good liquidity profile characterized by good free cash flow, depending upon resin prices, and good liquidity under the revolving credit facility. Moody's expects good free cash flow generation over the next year. The company's proposed upsized $850 million asset based revolver expires May 2024 (not rated by Moody's) and is considered small for Berry's size. Availability under the revolver is subject to borrowing base limitations. The revolving line of credit allows up to $130 million of letters of credit to be issued instead of borrowings. The revolver has a fixed charge coverage covenant of 1.0 time which applies during any period when excess availability under the facility falls below 10% of the lesser of the facility or the borrowing base, but not less than $45 million. The term loan facility contains a first lien secured leverage ratio covenant of 4.0 to 1.0 on a pro forma basis. The company is expected to maintain adequate cushion under the financial covenants over the next four quarters. The facility also has a $250 million accordion. Working capital needs peak in the calendar first and the second quarter, but are dependent upon resin prices and contractual cost pass-through provisions. Term loan amortization is 1.0% annually in quarterly installments. The next debt maturity is the $800 million term loan T in February 2021. The secured debt is secured by the domestic assets only leaving Berry some alternate sources of liquidity from asset sales. As a manufacturer, Berry is subject to a broad range of foreign, federal, state, provincial and local environmental, health and safety laws designed to reduce solid waste by requiring, among other things, plastics to be degradable in landfills, minimum levels of recycled content, various recycling requirements, disposal fees, and limits on the use of plastics. Berry is also subject to environmental laws such as the Federal Comprehensive Environmental Response, Compensation Liability Act of 1980, imposing liability for damages to natural resources, at a wide range of properties. Berry manufactures many products which are generally disposed of after use (food and protective packaging) which could result in some environmental damage. Additionally, there will be an increasing emphasis on recyclability and, potentially, manufacturing plastic products from more biodegradable substrates. The company will need to continue to focus on building quality products and adapting to an evolving regulatory environment. Based in Evansville, Indiana, Berry Global Group is a manufacturer of plastic packaging products, serving customers in the food and beverage, healthcare, household chemicals, personal care, home improvement, and other industries. Pro forma for the acquisition, Berry has 120 manufacturing distribution centers in North America, 138 in EMEA, 24 in APAC and 11 in South America. Pro forma for the acquisition, 57% of sales comes from North American and 36% of sales comes from Europe. Polypropylene and polyethylene account for the majority of plastic resin purchases. Net sales for the twelve months ended June 30, 2019 totaled approximately $8 billion. Pro forma net sales are expected to be approximately $13 billion. The principal methodology used in this rating was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. BERTONI GELATO: Asks Court to Extend Plan & Disclosure Filing ------------------------------------------------------------- Debtor Bertoni Gelato Brickell, LLC moves the U.S. Bankruptcy Court for the Southern District of Florida for a third extension of time to file the Disclosure and Plan, and, in support thereof, states: The Debtor has not been able to resolve the conflicts with the Landlord and as such, the Adversary case filed against the Landlord has not yet been resolved and was reset for January/February 2020. The advancement of the Adversary is necessary in order to adequately treat the Landlord's claims in the Plan. The Debtor is seeking a 90-day extension of the Nov. 15, 2019 deadline to file the Plan and Disclosure Statement. The Debtor's counsel has conferred with Steven D. Schneiderman from the US Trustee's office, who has indicated that he has no objection. James B. Miller, counsel to Landlord, Quimera indicated no objection on the record at the hearing on October 30 in the Adversary. The Debtor is represented by: SCOTT ALAN ORTH, ESQ. LAW OFFICES OF SCOTT ALAN ORTH, P.A. 3860 Sheridan Street, Suite A Hollywood, FL 33021 Tel: 305.757.3300 Fax: 305.757.0071 E-mail: scott@orthlawoffice.com service@orthlawoffice.com eserviceSAO@gmail.com (secondary) About Bertoni Gelato Brickell Based in Miami, Florida, Bertoni Gelato Brickell LLC filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20828) on August 31, 2018, listing less than $1 million in assets and liabilities. Scott Alan Orth, Esq., at the Law Office of Scott Alan Orth, P.A., is the Debtor's counsel. BIOSTAGE INC: FDA Puts Cellspan IND Application on Clinical Hold ---------------------------------------------------------------- Biostage, Inc. was notified via email on Nov. 27, 2019 by the U.S. Food and Drug Administration (FDA) that the Company's Investigational New Drug (IND) application for its lead product candidate, the Cellspan Esophageal Implant (CEI), has been placed on clinical hold. As the Company anticipated, Biostage received questions from the FDA following its IND application in late October. Biostage provided preliminary responses to these questions and notified the agency that a complete response would follow. The FDA's November 27th message noted its understanding that additional time is needed to fully answer the agency's questions, and that the FDA will send a more detailed letter regarding the application's hold status within 30 days. The Company is working to finalize responses to the FDA questions. About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com-- is a biotechnology company developing bioengineered organ implants based on its novel Cellframe technology. The Company's Cellframe technology is comprised of a biocompatible scaffold that is seeded with the patient's own stem cells. The Company's platform technology is being developed to treat life-threatening conditions of the esophagus, bronchus and trachea. Biostage reported a net loss of $7.52 million for the year ended Dec. 31, 2018, compared to a net loss of $11.91 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $2.06 million in total assets, $941,000 in total liabilities, and $1.12 million in total stockholders' equity. In its report dated March 29, 2019, RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued an opinion on the Company's consolidated financial statements for the year ended Dec. 31, 2018, expressing substantial doubt about the Company's ability to continue as a going concern. The auditor stated that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in operations, and will require additional financing to continue to fund operations. BLUE SKY THINKING: Unsecureds to Recover 30% Under Plan ------------------------------------------------------- BLUE SKY THINKING, LLC, a small business, has proposed a reorganization plan. Since the bankruptcy filing the company has enhanced its business through several new marketing ventures. First, in August the company began increasing its group sales with private groups. Second, the company began a partnership with the Baltimore Orioles baseball organization which will introduce the company's tours to over 100,000 baseball game attendees at Orioles spring training games beginning in spring 2020. Finally, due to favorable online reviews on the travel platform, Trip Advisor, the company moved to number one on the Google search engine for the Sarasota tours category. The Plan proposes to treat claims as follows: * Secured claim of Pearl Delta Funding. IMPAIRED. Total claim $18,080. The creditor will receive monthly payments of $42.00 until paid in full with 5.25% interest. Payments to end in 60 months. * General unsecured claims. IMPAIRED. Monthly payments begin on the Effective Date, plus 30 days. Payments end in 60 months. Unsecured creditors will have a 30% estimated recovery. * Equity interest holders. IMPAIRED. Payments to equity holders will be restricted until completion of plan payments. Payments and distributions under the Plan will be funded by the following: from cash flow from operations and future income. A full-text copy of the Disclosure Statement dated Nov. 18, 2019, is available at https://tinyurl.com/wh5g9of from PacerMonitor.com at no charge. Attorney for the Debtor: Benjamin G. Martin 1620 Main Street, ste.1 Sarasota, Florida 34236 Tel: (941) 951-6166 E-mail: skipmartin@verizon.net About Blue Sky Thinking Blue Sky Thinking began operating in 2001. In 2018, it began a new business venture operating under the name Discover Sarasota Tours. The new business was undercapitalized and suffered from external factors such as the local Red Tide outbreak and the corresponding low tourist visitation rates in 2018-2019 as well as other basic start up issues. This led to cash flow difficulties. Blue Sky Thinking, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04740) on May 20, 2019. In the petition signed by Tamara Hauser, managing member, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $500,000. The Law Offices of Benjamin Martin is the Debtor's counsel. BRETON L. MORGAN: Disclosure Statement Approved ----------------------------------------------- Judge Patrick M. Flatley on Nov. 14, 2019, convened a hearing, approving the disclosure statement of debtor Breton L. Morgan, M.D., Inc. The judge held that: * The Debtor's Disclosure Statement, with minor amendments, is approved, and the Debtor is authorized to solicit creditors' votes on the Plan of Reorganization. * Dec. 16, 2019, is fixed as the last day for filing acceptances or rejections of the Plan of Reorganizations. Such acceptances or rejections shall be transmitted to counsel for the Debtor,Joe M. Supple, 801 Viand Street, Point Pleasant, WV 25550, who shall tabulate the ballots by class and file the original ballots and tabulations prior to the hearing on confirmation. * Dec. 16, 2019, is fixed as the last day for filing with the Court and serving written objections to confirmation of the Plan of Reorganization, pursuant to Bankruptcy Rule 3020(b)(1). * A hearing will be held on Dec. 19, 2019,at 1:00 p.m., in the U.S. Bankruptcy Courtroom A, 6400 Robert C. Byrd U.S. Courthouse, 300 Virginia Street East, Charleston, WV 25301, to consider and act upon confirmation of the Plan of Reorganization and any objection thereto timely filed with the Court. About Breton L Morgan Md Inc. Breton L Morgan Md Inc is a Medical Group that has only one practice medical office located in Point Pleasant WV. There is only one health care provider, specializing in General Practice, Internal Medicine, being reported as a member of the medical group. Medical taxonomies which are covered by Breton L Morgan Md Inc. include Family Medicine. Breton L Morgan Md Inc. filed a Chapter 11 petition (Bankr. S.D.W.V. Case No. 18-30195) on April 27, 2018, estimating under $1 million in both assets and liabilities. The case is assigned to Judge Frank W. Volk. Joe M. Supple, Esq., at Supple Law Office, PLLC, is the Debtor's counsel. CATHERINE COURTS: May Use Parkway Cash Collateral Until Jan. 14 --------------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Catherine Courts Condominium, LLC to use cash collateral through the date of the Final Hearing pursuant to the budget and in accordance with the terms of the Second Interim Order. A final evidentiary hearing on the Debtor's use of cash collateral is scheduled for Jan. 14 at 1:30 p.m. Parkway Bank is granted valid, binding and properly perfected postpetition security interests and replacement liens on the Prepetition Collateral. Parkway Bank is authorized to sweep the Debtor's bank account for the following adequate protection payments on the following dates: (a) $20,000 on Nov. 29, 2019 (the October and November tax escrow payments); (b) $40,000 plus the budgeted December tax escrow payment ($19,305) on Dec. 31, 2019; and (c) $20,000 plus the budgeted January tax escrow payment ($19,305) on Jan. 31, 2020. About Catherine Courts Condominium Catherine Courts Condominium, LLC and Catherine Courts Management, Inc. are privately held companies whose principal assets are located at 8503 W. Catherine Ave., Chicago, Ill. Catherine Courts Condominium and Catherine Courts Management sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 19-29822) on Oct. 20, 2019. The petitions were signed by Guido C. Neri, member and authorized representative. At the time of the filing, Catherine Courts Condominium disclosed assets and liabilities of less than $50 million, while Catherine Courts Management disclosed assets and liabilities of less than $50,000. The Hon. Timothy A. Barnes is the case judge. Amrit S. Kapai, Esq. at Goldstein & McClintock LLLP, is the Debtors' counsel. CENTURYLINK INC: Fitch Rates $750MM Sr. Unsec. Notes 'BB' --------------------------------------------------------- Fitch Ratings assigned a 'BB'/'RR4' rating to CenturyLink, Inc.'s offering of $750 million of senior unsecured notes. Net proceeds from the offering, plus cash on hand, will be used to redeem all $850 million of Qwest Corporation's outstanding 6.875% senior unsecured notes due 2033. Qwest Corporation is an indirect wholly owned subsidiary of CenturyLink. CenturyLink's Long-Term Issuer Default Rating is 'BB'. The Rating Outlook is Stable. KEY RATING DRIVERS Alternatives for Consumer Business: CenturyLink disclosed in May 2019 it had hired an advisor to consider strategic alternatives for its consumer segment. No details regarding the completion of the review or the structure of any potential transactions were disclosed. The consumer segment produces approximately one quarter of the company's revenue. While alternatives are under review, Fitch does not expect any changes to company debt-reduction goals, operations or investments in the consumer segment. CenturyLink's credit profile could be affected if the review leads to a divestiture of the consumer segment or another form of transaction occur. The effect depends on the ultimate capital structure of the company and an assessment of CenturyLink's business risk profile at the time. A divestiture without a corresponding reduction in debt, or nominal debt reduction, would have the most negative result on the company's credit metrics. There are also unknown effects within the company's capital structure, as issuing entities such as Qwest Corporation (QC) and Embarq derive a significant amount of revenue from the Consumer segment, given the historical make up of their businesses. Dividend Reduction Accelerates Delevering: The company announced in February 2019 a reduction of approximately 54% in the per-share common stock dividend, reducing the annual amount paid to approximately $1.08 billion from $2.30 billion. Additional FCF of more than $1.2 billion stemming from the reduction will be directed to a faster pace of debt repayment over the next three years than previously expected, leading to a quicker pace of delevering. Company FCF guidance for 2019 indicates post-dividend FCF of just more than $2 billion, and over the next three years approximately $2 billion annually is expected to be directed to debt reduction. Lowered Leverage Target: Concurrent with the review of the consumer segment, CenturyLink reaffirmed its early 2019 commitment to a lower, and narrower, net target leverage range. Over the next few years the company is targeting a net debt/adjusted EBITDA leverage range of 2.75x-3.25x, down from a previous target range of 3.0x-4.0x. Fitch is encouraged by the revised capital allocation policies and believes this will better position the company in the long term. New Cost Reductions: CenturyLink achieved its targeted $850 million of run-rate synergies arising from the Level 3 merger by YE 2018, approximately two years sooner than originally planned. New operational initiatives were set in motion in early 2019 targeting an annualized $800 million-$1 billion of additional EBITDA-improving initiatives in a three-year period at a cost of $450 million-$650 million. Through third-quarter 2019, CenturyLink says it has achieved a run rate of $360 million in annualized cost savings. CenturyLink indicated these initiatives, combined with the faster pace of debt reduction, will enable the company to get within its target range within a three-year time frame. Execution Risk: Fitch believes the dividend reduction and EBITDA improvement initiatives signal support for the credit profile, although the EBITDA initiatives are not without execution risk. Fitch believes significant debt reductions are achievable, but there is some execution risk in reaching the full amount targeted by CenturyLink, as part of the sustained FCF levels will depend on successful execution of EBITDA improvement initiatives. Key Competitor in Business Services: In an industry where scale is a key factor, CenturyLink is a large competitor and the second-largest operator serving business customers, after AT&T Inc. (A-/Stable), and modestly larger than the business customer operations of Verizon Communications, Inc. (A-/Stable). CenturyLink's network capabilities, in particular a strong metropolitan network and a broad product and service portfolio emphasizing IP-based infrastructure and managed services, provide the company with a solid base to grow enterprise segment revenue. Secular Challenges Facing Telecoms: In Fitch's view, CenturyLink continues to face secular challenges similar to other wireline operators in the residential portion of its business. Following the acquisition of Level 3 Communications, the consumer business has become a much smaller part of the overall business and accounts for approximately one fourth of revenue, down from 35% in 2016. Fitch expects this percentage to continue to decline over time, given legacy revenue trends and a more targeted investment strategy in the segment. Parent-Subsidiary Relationship: Fitch has linked the ratings of CenturyLink and Level 3 Parent based on strong operational and strategic ties. DERIVATION SUMMARY CenturyLink has a relatively strong competitive position based on the scale and size of its operations in the enterprise/business services market. In this market, CenturyLink has a moderately smaller position, in terms of revenue relative to AT&T, and is slightly larger than Verizon. All three companies have an advantage with national or multinational companies, given extensive footprints in the U.S. and abroad. CenturyLink also has a larger enterprise business than wireline peers, Windstream Services, LLC and Frontier Communications Corporation (B-/Stable). AT&T and Verizon maintain lower financial leverage, generate higher EBITDA margins and FCF and have wireless offerings providing more service diversification compared with CenturyLink. FCF improved at CenturyLink due to the dividend reduction and cost synergies. CenturyLink has a higher FCF margin than Windstream or Frontier. Following the acquisition of Level 3 Communications, CenturyLink has lower exposure to the secularly challenged residential market compared with wireline operators, Frontier and Windstream. Within the residential market, incumbent wireline operators face wireless substitution and competition from cable operators with facilities-based triple-play offerings, including Comcast Corp. (A-/Stable) and Charter Communications Inc. Fitch rates Charter's indirect subsidiary, CCO Holdings, LLC at 'BB+' with a Stable Outlook. Cheaper alternative offerings, such as voice over internet protocol and over-the-top video services, provide additional challenges. Incumbent wireline operators had modest success with bundling broadband and satellite video service offerings in response to these threats. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer Include -- Fitch assumes revenues will decline in the low-single-digits range over the forecast horizon. The rate of decline slows after 2019 as the company continues to exit low margin products and service lines; -- EBITDA margins are expected to be around 40% in 2019, slightly higher than in 2018. Thereafter EBITDA margins improve into the low 40% area as cost initiatives continue. Fitch's assumptions regarding additional cost savings are slightly below the $800 million-$1 billion range targeted by the company; -- Capex is expected to be in line with the company's capex guidance of approximately $3.7 billion for 2019 and remain relatively flat in the forecast period; -- Higher FCF resulting from the early 2019 dividend reduction are primarily directed to delevering. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - Fitch expects gross leverage (total debt with equity credit/operating EBITDA) to remain at or below 3.0x (FFO net leverage of 3.5x) while consistently generating positive FCF in the midsingle digits; - Additionally, the company will need to demonstrate consistent EBITDA and FCF growth. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - A weakening of CenturyLink's operating results, including deteriorating margins and consistent midsingle digit or greater revenue erosion brought on by difficult economic conditions or competitive pressure that the company is unable to offset through cost reductions; - Discretionary management decisions including but not limited to execution of M&A activity that increases gross leverage beyond 4.5x (FFO net leverage of 5.0x) in the absence of a credible deleveraging plan. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: CenturyLink's total debt was $35.4 billion as of Sept. 30, 2019 and readily available cash totaled approximately $1.4 billion. Subsequent to the end of the third quarter, CenturyLink redeemed $548 million of debt and redeemed all $600 million outstanding of Level 3 Parent's 5.75% senior unsecured notes due 2022 on Dec. 1, 2019. The company has also refinanced the $4.61 billion senior secured term loan due 2024 at Level 3 Financing, Inc. through the issuance at Level 3 Financing of $1.5 billion in senior secured notes and a $3.11 billion senior secured term loan due 2027. To provide liquidity, a $2.17 billion senior secured revolving credit facility is in place, of which there was $700 million drawn on the facility as of Sept. 30, 2019. The revolving facility expires Nov. 1, 2022. Fitch expects FCF, or cash flow from operations less capex and dividends, to be in the range of $1.8 billion-$2.0 billion in 2019, after taking into consideration costs to achieve additional expense savings. Fitch's assumptions are modestly lower than CenturyLink's guidance of approximately $2.0 billion-$2.3 billion. Part of the benefit of improved FCF will be directed to higher capex in 2019, as guidance is approximately $500 million higher for the year than the $3.18 billion spent in 2018. Fitch expects FCF to be around $2 billion in 2020, as cost savings take hold and some savings are generated by lower interest costs. CenturyLink made solid progress on its debt-reduction plans thus far in 2019. Including the December redemption of the debt at Level 3 Parent, debt reduction in 2019 exceeds $2 billion. CenturyLink's secured credit facility benefits from secured guarantees by Qwest Communications International, Inc. (QCII); Qwest Services Corporation; CenturyTel Investments of Texas, Inc.; CenturyLink Communications, LLC; and CenturyTel Holdings, Inc. A stock pledge is provided by Wildcat HoldCo, LLC, the parent of Level 3 Parent, to the CTL credit facility. The credit facility is guaranteed on an unsecured basis by Embarq and Qwest Capital Funding, Inc. The largest regulated subsidiary, QC, does not guarantee CenturyLink's secured facility, nor does Level 3 Parent. The secured revolving facility and Term Loan A limit CenturyLink's debt/EBITDA to no more than 4.75x. The credit agreement requires cash interest coverage to be no less than 2.0x and includes incurrence covenants for Level 3 Parent and QC of 3.75x and 1.90x, respectively. In terms of repayment, the company is subject to an excess cash flow sweep of 50%, with step downs to 25% and 0%, at total leverage of 3.5x and 3.0x, respectively. The excess cash flow calculation provides credit for voluntary prepayments and certain other investments. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of Environmental, Social and Governance (ESG) credit relevance is a score of 3, indicating ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. CENTURYLINK INC: Moody's Assigns B2 on Proposed Sr. Unsec. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B2 to CenturyLink, Inc.'s proposed senior unsecured notes, in line with existing unsecured debt at this ultimate holding company entity. The net proceeds from the sale of the Unsecured Notes, together with cash on hand, will be used to fully redeem all $850 million aggregate principal amount of outstanding 6.875% notes due 2033 at CenturyLink's subsidiary, Qwest Corporation. All other ratings including the company's Ba3 corporate family rating and stable outlook are unchanged. Assignments: Issuer: CenturyLink, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) RATINGS RATIONALE CenturyLink's Ba3 CFR reflects its predictable and further enhanced cash flow from its 2019 dividend reduction, its broad base of operations and strong market position. In addition, CenturyLink's continuing record of consistent network investment at a level generally above its peer group average demonstrates its commitment to its long term competitive position. These positives are offset by still high but declining leverage and revenue weakness across its business units, exacerbated by secular industry challenges and a highly competitive operating environment. Revenue declined 4.7% for the nine months ended September 30, 2019 compared with the same period in 2018. While current top line trends remain negative, a portion of the decline relates to the company's focus on profitable revenue management. Moody's expects annual revenue declines to steadily shrink beginning in 2020. CenturyLink has demonstrated strong cost cutting success at a faster than planned pace from initial synergy targets following its November 2017 acquisition of Level 3, significantly offsetting the impact of revenue weakness on operating margins. CenturyLink increased its company-calculated adjusted EBITDA for the nine months ended September 30, 2019 by 0.8% compared with the same period in 2018, and has identified further margin expansion opportunities over the next few years. Company-calculated adjusted EBITDA margins have increased steadily since the close of the Level 3 transaction to 40.3% for the third quarter of 2019, up almost 500 basis points from a pre-close third quarter 2017 level of 35.5%. With Moody's expectation for EBITDA margins to continue increasing along with increased free cash flow from the 2019 dividend cut, CenturyLink is now well-positioned to pay down about $2 billion of debt each year over the next three years. As of September 30, 2019, CenturyLink's leverage (Moody's adjusted) was 3.9x. Moody's expects leverage (Moody's adjusted) to sustainably remain below 4x through year-end 2020. Moody's expects CenturyLink to have a good liquidity profile over the next 12 months, reflected by its SGL-2 SGL rating and supported by $1.4 billion cash on hand as of September 30, 2019, and its expectation of at least $2.1 billion of after dividend free cash flow for full year 2020. The company has approximately $1.7 billion of near term debt maturities. CenturyLink also has $1.5 billion of availability under its $2.2 billion senior secured revolving credit facility that expires in November 2022. With respect to the term loan A facilities and the revolver, the credit agreement requires CenturyLink to maintain a total leverage ratio of not more than 4.75x and a minimum consolidated interest coverage ratio of at least 2x. The term loan B facility is not subject to the leverage or interest coverage covenants. Moody's estimates CenturyLink will remain comfortably in compliance with the total leverage ratio and interest coverage ratio for the next 12 to 18 months. Moody's expects CenturyLink to maintain at least $1.4 billion of availability under its revolver over the next 12 to 18 months. The ratings for the debt instruments comprise both the overall probability of default rating of CenturyLink, to which Moody's maintains a PDR of Ba3-PD, an average family loss given default (LGD) assessment and the composition of the debt instruments in the capital structure. CenturyLink's corporate structure includes two layers of debt (secured/unsecured) at the holding company (CenturyLink, Inc.) level and three main operating company credit pools (Qwest Corporation, Embarq Corporation and Level 3 Parent, LLC) with multiple classes of debt within each. At the holding company level, Moody's rates the company's secured credit facility Ba3 and unsecured notes B2. CenturyLink's senior secured credit facilities, including its revolver and term loans, are rated Ba3, reflecting their senior position ahead of CenturyLink's unsecured debt. The senior secured credit facilities are guaranteed by Wildcat Holdco LLC (Parent of Level 3 Parent, LLC), Qwest Communications International Inc. (QCII), Qwest Services Corp. (QSC), Qwest Capital Funding, Inc. (QCF) and Embarq Corporation (Embarq). The credit facility also benefits from a pledge of stock of Wildcat Holdco LLC, QCF and QSC. The B2 senior unsecured rating of CenturyLink Inc. reflects its junior position in the capital structure and the significant amount of senior debt, including as of September 30, 2019 CenturyLink's $8.5 billion secured credit facility, $11.1 billion of debt at Level 3, $6.0 billion of debt at Qwest Corporation (QC), $0.4 billion of debt at QCF, and $1.7 billion of debt at Embarq and its subsidiaries. The senior unsecured debt of QC is rated Ba2 based on its structural seniority and relatively low leverage of 1.6x (Moody's adjusted) as of September 30, 2019. The senior unsecured notes of Level 3 Financing, Inc. (LFI) are rated Ba3, reflecting their structural seniority to Level 3 Parent, LLC, and junior position relative to LFI's senior secured bank credit facility that is rated Ba1. Leverage within the Level 3 credit pool was 3.6x (Moody's adjusted) as of September 30, 2019. The senior unsecured debt of Embarq Corporation is rated Ba2, reflecting a structurally senior (relative to CenturyLink) claim on the assets of Embarq, which had leverage of 1.1x (Moody's adjusted) as of September 30, 2019. The senior secured debt of Embarq's operating subsidiary, Embarq Florida, Inc., is rated Baa3. The stable outlook reflects CenturyLink's sustainable deleveraging trajectory following an early 2019 dividend reduction, strong execution on cost synergies since the Level 3 acquisition in November 2017 and solid opportunities for continuing transformational synergies over the next several years. Moody's expects that CenturyLink's leverage (Moody's adjusted) will steadily fall to 3.7x by year-end 2020, supported by solid operational execution and continued margin expansion despite continued secular pressures on top line growth, with excess cash flow dedicated to debt reduction. Moody's could downgrade CenturyLink's CFR to B1 if leverage (Moody's adjusted) increases above 4.25x or free cash flow turns negative, both on a sustained basis, or if capital investment is reduced to levels that could weaken the company's competitive position. Moody's could upgrade CenturyLink's CFR to Ba2 if both revenue and EBITDA were stabilized, leverage (Moody's adjusted) was sustained below 3.75x and free cash flow to debt was in the high single digit percentage range. The principal methodology used in this rating was Telecommunications Service Providers published in January 2017. CenturyLink, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to residential, business, governmental and wholesale customers. In October of 2017, CenturyLink acquired Level 3 Parent, LLC, (f/k/a Level 3 Communications, Inc.) an international communications company with one of the world's largest long haul communications and optical internet backbones. The company generated approximately $22.6 billion in revenue over the last 12 months ended September 30, 2019. COTTAGE CAR: Unsecureds to Get 100% Without Interest in 3 Years --------------------------------------------------------------- Debtor Cottage Car Wash, LLC, filed with the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, filed in November an amended chapter 11 plan of reorganization and a disclosure statement. According to the Amended Disclosure Statement, holders of general unsecured claims in Class 5 -- includes claims arising out of unpaid promissory notes, trade claims owed by the Debtor, the undersecured portion of any purported secured claims, and any portion of a claim of a taxing authority not entitled to treatment as secured or priority claim -- owed a total of $8,200 -- will be paid deferred cash payments equal to 100 percent of the allowed claims payable over 36 months from the Effective Date. The deferred payments shall be made in equal quarterly installments and made without interest, with the initial payment to be made on or within thirty days from the Effective Date. Michael Brabants is the sole holder of all equity interest in the Debtor (Class 6). The holder of equity interests shall receive no distribution under the Plan on account of such interests but will retain unaltered, the legal, equitable and contractual rights to which such interests were entitled as of the Petition Date. Mr. Brabants, the manager of the Debtor, will receive a draw in the amount of $4,000 per month. Prior to the Petition Date, Mr. Brabants was receiving the sum of $5,000 per month. Confirmation of the Plan shall constitute authorization for the Debtor to effectuate the Plan and to enter into all documents, instruments and agreements reasonably necessary to effectuate the terms of the Plan. On the 15th day of the first full month following the Effective Date, the Debtor shall commence making payments set forth in the Plan. On the Effective Date of the Plan, the Debtor will need the sum of $12,618 to make the initial payments to Radius, Granite, the holders of Allowed Priority Claims and to the holders of Allowed General Unsecured Claims. The Debtor will have sufficient funds to make all such required payments. A full-text copy of the Disclosure Statement and Plan is available at https://tinyurl.com/szc236h from PacerMonitor.com at no charge. The Debtor is represented by: David B. Madoff James C. Gross MADOFF & KHOURY LLP 124 Washington Street, Suite 202 Foxboro, MA 02035 Tel: (508) 543-0040 About Cottage Car Wash Based in Norfolk, Massachusetts, Cottage Car Wash, LLC, filed a voluntary Chapter 11 petition (Bankr. D. Mass. Case No. 19-11013) on March 28, 2019. In the petition signed by Michael Brabants, manager, the Debtor had total assets of $2,200,000 and total liabilities of $1,674,366. The case is assigned to Hon. Melvin S. Hoffman. The Debtor's counsel is David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, in Foxborough, Massachusetts. CP #1109: Continental Motors Objects to Amended Disclosures ----------------------------------------------------------- Continental Motors, Inc., an unsecured creditor to Debtor CP #1109, LLC, objects to the Debtor's amended disclosure statement. As grounds, therefore, Continental states as follows: * The Amended Disclosure Statement fails to make mention, discuss, account, or budget for Continental's (presently) unliquidated administrative claim against CP #1109, which is based upon CP #1109's conduct following the filing of its voluntary Chapter 11 bankruptcy petition in December 2018. * The Amended Disclosure Statement fails to even recognize that this outstanding claim exists, much less make any attempt to budget or account for this claim in its discussion of CP #1109's debts and/or payments under the proposed plan. The Amended Disclosure Statement is therefore deficient in its discussion of the type(s) and amount(s) of administrative expenses, as well as the funding for payment of those of expenses under the plan of reorganization. * CP#1109 also states in its Amended Disclosure Statement that it shall pay each such allowed claim in the full amount as allowed by the Order plus interest on said amount commencing on the Petition Date and running through the date of the Order allowing the claim at the Till rate which here is defined as the prime rate plus 1%. The Amended Disclosure Statement provides no information whatsoever as to how that interest can or would be paid. * The Amended Disclosure Statement is deficient because it fails to provide adequate and sufficient information as to how CP#1109 will fund, among other things, its secured claim, unsecured claims, and claims for administrative expenses. * The Disclosure Statement fails to contain adequate information that would enable a creditor to make any reasonable and informed judgment or decision regarding Debtor CP #1109, its proposed Plan of Reorganization, and the propriety of Chapter 7 liquidation. A full-text copy of the objection is available at https://tinyurl.com/rzfnz2f from PacerMonitor.com at no charge. Continental Motors is represented by: GRIFFIN & SERRANO, P.A. 707 Southeast 3rd Avenue, Sixth Floor Fort Lauderdale, Florida 33316 Tel: (954) 462-4002 Fax: (954) 462-4009 Juan R. Serrano, Esq. Andres Millon, Esq. About CP#1109 LLC CP#1109, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25821) on Dec. 20, 2018. 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 Mindy A. Mora. AM Law, LLC, is the Debtor's counsel. CREATIVE LIGHTING: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Creative Lighting Solutions Inc. seeks authority from the U.S. Bankruptcy Court for the District of Oregon to use cash collateral in the ordinary course of its business. The Debtor requires the use of cash collateral for the payment of wages, salaries and operating expenses. The Debtor proposes to use cash collateral in the amount of $364,670 for the period of Nov. 21 through Dec. 22, 2019 The Debtor further proposes that its authority to use cash collateral be limited to the cumulative amounts and uses of cash collateral as set forth in the Budget. However, the Debtor may make expenditures in excess of the amounts specified in the Budget subject to the limitation that the aggregate budget variance will not exceed fifteen percent 15% of the total projected expenditures under the Budget for that budget period. Columbia State Bank may claim a lien in the cash collateral. The approximate amount owing to CSB is $824,199, secured by substantially all of the Debtor's assets. The Debtor proposes to grant CSB the following protection: (a) A replacement lien on all of the postpetition property in which each of them has a prepetition lien or security interest. The replacement liens will have the same relative priority as existed on the Petition Date with respect to the original liens. (b) Each party granted a replacement lien will be granted relief from the automatic stay to take all actions which may be required under federal or state law in any jurisdiction to validate or perfect the liens so granted. (c) The Debtor will timely perform and complete all actions necessary and appropriate to protect said parties' collateral against diminution in value. About Creative Lighting Solutions Creative Lighting Solutions Inc. offers a wide variety of conventional and LED lighting options and represent over 20 brands for residential, commercial, and industrial applications. Creative Lighting Solutions Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-34296) on Nov. 20, 2019. At the time of filing, the Debtor was estimated to have $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP, is the Debtor's counsel. DATTA MANGLAM: Judge Denies Bid to Extend Exclusivity Period ------------------------------------------------------------ Judge Eduardo Rodriguez of the U.S. Bankruptcy Court for the Southern District of Texas denied Datta Manglam Hospitality, LLC's motion to extend the exclusivity period, saying the company failed to meet the requirements of Section 1121(e)(3)(C) of the Bankruptcy Code. About Datta Manglam Hospitality Datta Manglam Hospitality, LLC owns a hotel located at 3334 S. US 77, Kingsville, Texas, valued by the company at $343,160. Datta Manglam Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31726) on March 29, 2019. At the time of the filing, the Debtor disclosed $414,335 in assets and $1,096,519 in liabilities. The case is assigned to Judge Eduardo V. Rodriguez. The Law Office of Margaret M. McClure is the Debtor's counsel. DATUM TECHNOLOGIES: Sale-Based Plan Has Carve Out for Unsecureds ---------------------------------------------------------------- Datum Technologies LLC has filed a Chapter 11 plan that contemplates the sale of substantially all of its assets to a purchaser. There will be a carve-out from the sale for the benefit of general unsecured claims. The Debtor will remain in existence to wind down, reconcile proofs of claim and distribute. The Debtor will liquidate the remaining assets for the benefit of creditors having allowed claims. The Plan proposes to treat claims as follows: * The lender's secured claims (Class 1) shall be allowed as (i) a secured claim and ii) a general unsecured claim in the amount of the difference between $5,930,000 and the foregoing secured claim. * Holders of allowed general unsecured claims (Class 3) will receive their pro rata share of the Unsecured Creditor Carve-Out less post-Effective Date administrative fees and expenses. Distributions will be made within 90 days of the Effective Date, or 30 days of the date on which resolution of the last dispute on any General Unsecured Claim has become final, whichever is later. * Equity interests (Class 4) will be cancelled and holders will receive nothing under the Plan. The Plan is a liquidating plan that has two components: (a) the sale of substantially all of the Assets to proposed purchaser or a higher or better winning bidder, with a carve-out for the benefit of allowed general unsecured claims; and (b) the liquidation of any other Assets of the Debtor. A full-text copy of the First Amended Chapter 11 Plan dated Nov. 18, 2019, is available at https://tinyurl.com/yxxxrhav from PacerMonitor.com at no charge. Attorneys for Datum Technologies LLC: Lara R. Fernandez Lori V. Vaughan TRENAM, KEMKER, SCHARF, BARKIN, FRYE, O'NEILL & MULLIS P.A. 101 E. Kennedy Blvd., Suite 2700 Tampa, FL 33602 Telephone: (813) 223-7474 About Datum Technologies Datum Technologies LLC -- https://www.datumtechnologies.com/ -- is an IT services company focused on the multi-unit restaurant industry, managing both restaurant and corporate level technology throughout the United States. At the store level, the Company implements, supports, and maintains a variety of points-of-sale (POS), back office platforms, and integrations (online ordering, loyalty, gift cards, kitchen video). At the corporate level, it supports above-store platforms for menu management and reporting, along with business networking, servers, telecommunications, desktop & peripheral products. Datum Technologies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09507) on Oct. 7, 2019. In the petition signed by CEO Rafael Alfonzo, the Debtor disclosed $1,164,551 in assets and $9,846,580 in debt. Lori V. Vaughan, Esq. at TRENAM LAW serves as the Debtor's counsel. DELMAR SUBS: Court Grants Final OK on Cash Collateral Motion ------------------------------------------------------------ Judge Robert A. Gordon authorized Delmar Subs, Inc., to use the cash collateral of lender BB&T Commercial Equipment Capital Corp., on a final basis through the consummation of any plan of reorganization, or the earlier of (i) the conversion of the Chapter 11 case to a case under Chapter 7, or its dismissal; or (ii) the date the Lender serves and files a notice of default, pursuant to the terms of the Final Order. Pursuant to the Final Order: (a) the Lender is allowed a secured claim of $80,000, to be repaid over a five-year amortization at an interest rate of 4.5%. (b) the Lender agrees to vote its Secured Claim for the acceptance of any plan of reorganization incorporating the Secured Claim treatment. (c) the Lender agrees to vote for the acceptance of any reorganization plan proposed by the Debtor that proposes a minimum distribution of 3% to the holders of general unsecured claim. (d) the Lender will be deemed to have an allowed unsecured claim for $730,190.30. (e) the Debtor will pay the Lender $1,491.44 monthly as adequate protection and as payment of the Secured Claim treatment, on or before Nov. 1, 2019, and continuing for the next 59 months with a five-day grace period for any payment calculated based on the principal amount of $80,000 at 4.5% over 60 months via ACH. A copy of the Final Order is available at https://is.gd/LHTLvH from PacerMonitor.com free of charge. About DELMAR Subs DELMAR Subs, Inc. is a privately held company that operates in the restaurant industry. The company has store locations at 1227 Eastern Blvd., Essex, MD 21221; 108 Big Elk Mall, Elkton, MD; and 319 North Dupont Highway, Smyrna, Delaware. DELMAR Subs, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-24928) on Nov. 7, 2019. In the petition signed by its president, Raymond H. Burrows, III, the Debtor disclosed $271,840 in assets and $1,405,031 in debt. Judge Robert A. Gordon is assigned to the case. The Debtor tapped Marc Robert Kivitz, Esq. at the Law Office of Marc R. Kivitz. DIPLOMAT PHARMACY: Moody's Reviews Caa1 CFR for Upgrade ------------------------------------------------------- Moody's Investors Service placed the ratings of Diplomat Pharmacy, Inc. under review for upgrade. The ratings placed under review include the Caa1 Corporate Family Rating, the Caa1-PD Probability of Default Rating, and the Caa1 senior secured rating. Diplomat's SGL-4 Speculative Grade Liquidity Rating is unchanged. Moody's changed the outlook to rating under review from developing. This rating action follows the announcement that OptumRx will acquire Diplomat for $4.00 per share in a cash tender offer, plus the assumption of Diplomat's debt. OptumRx is part of UnitedHealth Group Incorporated, which has senior unsecured debt rated A3 with a stable outlook. The transaction is expected to close in early 2020, subject to the satisfaction of a minimum tender condition, regulatory approvals and other customary closing conditions. The rating review will focus on the benefits of Diplomat becoming part of a larger, higher-rated organization, as well as the treatment of Diplomat's debt in UnitedHealth Group Incorporated's capital structure. Ratings placed under review for upgrade: Corporate Family Rating, Caa1 Probability of Default Rating, Caa1-PD Guaranteed Senior secured first lien credit facilities, Caa1 (LGD4) Outlook actions: Changed to ratings under review from developing RATINGS RATIONALE Diplomat's Caa1 Corporate Family Rating (under review for upgrade) reflects its niche position as a specialty pharmacy operator and its recent expansion into the PBM space. In both business lines, Diplomat ranks considerably smaller than leading players including CVS, Walgreen, and Express Scripts, and intense competitive is pressuring Diplomat's earnings. Financial leverage is high, with debt/EBITDA rising to over 7x by year-end 2019 due to a declining earnings trajectory. The ratings are supported by Moody's expectation for positive free cash flow and the increasing use of specialty pharmacy treatments industry-wide. The SGL-4 liquidity rating reflects weak liquidity due to likely violations of the financial covenants in Diplomat's term loan and revolving credit agreement that could accelerate maturities. The covenants -- modified in August 2019 -- include debt/EBITDA of below 6.75x at December 31, 2019 with stepdowns in 2020, and interest coverage above 2.25x, stepping up to 2.375x on June 30, 2020. Borrowings on Diplomat's $200 million revolving credit agreement totaled $105 million as of September 30, 2019. The Caa1 rating on the senior secured credit facilities reflects a 1-notch positive override from the Loss Given Default (LGD) model implied outcome of Caa2. The override reflects that there can be significant volatility in Diplomat's trade payables, which is large relative to Diplomat's funded debt. Social and governance considerations are material to Diplomat's credit profile given the highly regulated nature of the industry and the social/emotional aspects affecting people's views of access and affordability of healthcare services. Social risks include proposed legislative and regulatory changes aimed at lowering drug pricing, which could reduce Diplomat's profitability. Among governance considerations, Diplomat's financial policies include an appetite for relatively high financial leverage to acquire several PBMs. Pressures in this business line have prevented Diplomat from deleveraging as planned. Headquartered in Flint, Michigan, Diplomat Pharmacy is a publicly-traded specialty pharmacy company. Diplomat dispenses pharmaceutical products that treat rare diseases, and also offers infusion therapy and pharmacy benefit management services. Annual revenues total about $5 billion. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. DURA AUTOMOTIVE: Auction Set for Dec. 13 ---------------------------------------- Dura Automotive Systems, LLC will hold an auction for most of its assets on Jan. 27 if it receives qualified bids from interested buyers. The auction will take place at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, N.Y. Interested buyers have until Jan. 22 to place their bids on the assets. In accordance with the court-approved bidding process, Dura Automotive may enter into an agreement with an interested buyer that will act as the stalking horse bidder at the auction. Any stalking horse agreement must limit the break-up fee to an amount no greater than 3 percent of the cash portion of the sale price, and limit the expense reimbursement, if any, to an amount no greater than $750,000. The U.S. Bankruptcy Court for the District of Delaware, which oversees the Chapter 11 cases of Dura Automotive and its affiliates, will conduct a hearing on Feb. 11 to consider approval of the sale to the winning bidder. A copy of the document detailing the bidding process is available at https://tinyurl.com/rnlpxac from PacerMonitor.com free of charge. About Dura Automotive Systems Dura Automotive Systems, LLC, together with its affiliates, is an independent designer and manufacturer of automotive systems, including mechatronic systems, exterior systems, and lightweight structural systems, among others. It is nationally certified in the United States by the Women's Business Enterprise Council, and operates 25 facilities in 13 countries throughout North America, South America, Europe and Asia. Headquartered in Auburn Hills, Mich., the company -- https://www.duraauto.com/ -- employs approximately 7,400 individuals. Dura Automotive Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 19-06741) on Oct. 17, 2019. At the time of the filing, the Debtors had estimated assets of between $100 million and $500 million and liabilities of between $100 million and $500 million. The cases have been assigned to Judge Randal S. Mashburn. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as bankruptcy counsel; Bradley Arant Boult Cummings LLP as local counsel; Portage Point Partners, LLC as restructuring advisor; Jefferies LLC as financial advisor and Investment banker; and Prime Clerk LLC as claims agent. ED3 CONSULTANTS: Seeks Authorization to Use Cash Collateral ----------------------------------------------------------- ED3 Consultants, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to use its cash and cash collateral as set forth in the budget. The budget provides for interest only payments to these Secured Creditors on an interim basis as follows: * Powers Funding Group of NY, LLC -- $2,000 * Commonwealth of Pennsylvania Department of Labor & Industry -- $505 * Commonwealth of Pennsylvania Department of Revenue -- $277 * the United States of America Internal Revenue Service -- $4,350 * Argus Capital Funding, LLC -- $725 * 1St Global Capital, LLC -- $1,025 * Green Capital Funding, LLC -- $750 * Unique Funding Solutions -- $107 * Merchant Business Solutions, LLC -- $140 In addition to the payments, the Debtor proposes to provide adequate protection payments to the Secured Creditors by transferring their claims and security interests to the Debtor's post-Petition assets with the same force and effect as their claims and security interests had attached to the Debtor's prepetition assets. About ED3 Consultants Based in Canonsburg, Pa., ED3 Consultants Inc. is a small woman-owned business staffed with engineering, architectural and technical specialists. ED3 Consultants filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-24455) on Nov. 14, 2019. In the petition signed by Denise L. Palmer, president, the Debtor was estimated to have $500,001 to $1 million in assets and $1,000,001 to $10 million in liabilities. Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, P.C., is the Debtor's counsel. ELAS LLC: Disclosure Statement Hearing Resumes Dec. 12 ------------------------------------------------------ Following a hearing on the adequacy of the Disclosure Statement of Elas, LLC on Nov. 14, 2019, the U.S. Bankruptcy Court for the Central District of California has set a continued hearing on Dec. 12, 2019, at 1:00 p.m. to consider approval of the Disclosure Statement describing the Debtor's Second Amended Chapter 11 Plan of Reorganization. The Court ordered the Debtor to file an amended disclosure statement and plan by Dec. 2, 2019. The Debtor filed a Second Amended Disclosure Statement on Dec. 2, 2019, a copy of which is available at https://is.gd/KRifgV from PacerMonitor.com About Elas LLC Elas, LLC, owns 100% interest in two real estate properties located in Los Angeles, California having a total current value of $1.98 million. Elas, LLC, doing business as Calnopoly, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12494) on Oct. 8, 2018. The petition was signed by Latrice Allen, managing member. At the time of filing, the Debtor had $1,986,300 in total assets and $1,026,878 in estimated liabilities. The case is assigned to Judge Victoria S. Kaufman. The Debtor is represented by Anthony Obehi Egbase, Esq. of A.O.E Law & Associates, APC. The secured creditor is represented by: SCHEER LAW GROUP, LLP Joshua L. Scheer, #242722 Reilly D. Wilkinson, #250086 85 Argonaut, Suite 202 Aliso Viejo, CA 92656 Telephone: (949) 263-8757 Facsimile: (949) 308-7373 E-mail: jscheer@scheerlawgroup.com ELECTRONIC SERVICE: Unsecureds to Have 15% Recovery Under Plan -------------------------------------------------------------- Debtor Electronic Service Products Corporation filed with the U.S. Bankruptcy Court for the District of Connecticut, New Haven Division, a Third Amended Chapter 11 Disclosure Statement. A pool of all remaining unsecured debts. The general unsecured creditors pool has claims and scheduled debts in the amount of $1,522,813.75. Non-priority, unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately fifteen cents on the dollar (15%). Payments to unsecured creditors will begin on February 1, 2020, and continue through January 1, 2025. No equity interest holders will receive treatment under the Plan other than as noted in sub-section 2 of Section III. C. of this Disclosure Statement. The Debtor will implement and fund this Plan through its ongoing business operations by contributing monthly surplus amounts from its operating budget to secured and unsecured creditors in accordance with the provisions of the Plan. The Debtor will retain all of its assets and property of the bankruptcy estate except for distributions of cash payments in accordance with the terms of the Plan. All UCC liens shall be extinguished and void upon successful completion of the Plan provisions and payments to secured creditors. William Hrubiec will serve as the sole officer of the Debtor corporation during the execution of the Plan but may enlist others to assist in Debtor operations so long as it does not adversely impact or limit proposed distributions under the Plan. The disbursing agent for all payments made under the Plan shall be Marianne Santello, employee of the Debtor. The disbursing agent shall not be liable for any action or failure to act by the Debtor. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/w3ty3nr from PacerMonitor.com at no charge. The Debtor is represented by: William E. Carter, Esq. 658 Broad Street Meriden, CT 06450 Tel: 203-630-1070 About Electronic Service Products Founded in 1992, Electronic Service Products Corporation is engaged in the wholesale distribution of electronic parts and electronic communications equipment. Electronic Service Products filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30704) on May 12, 2017. In the petition signed by William Hrubiec, its president, 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 Ann M. Nevins. The Debtor tapped William E. Carter, Esq., at the Law Office of William E. Carter, LLC, as counsel. EMERGE ENERGY: Discloses New Board's Members in Plan Supplement --------------------------------------------------------------- In connection with their Second Amended Joint Prepackaged Plan of Reorganization, Emerge Energy Services LP and its affiliate debtors filed a second plan supplement, containing a list of members of the new board in Emerge Energy upon its emergence from Chapter 11 bankruptcy: 1. Mr. William Transier (existing member of Special Restructuring Committee) 2. Mr. Gene Davis (existing member of Special Restructuring Committee) 3. Mr. Don Dimitrievich (employee of HPS Investment Partners, LLC; no affiliation with any Debtor) 4. Mr. Brett Pertuz (employee of HPS Investment Partners, LLC; no affiliation with any Debtor) 5. Mr. Jeffrey Fitts (employee of HPS Investment Partners, LLC; no affiliation with any Debtor) As of Dec. 10, 2019, the Debtors have not yet received confirmation of their Chapter 11 Plan and have not yet emerged from bankruptcy. 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, they 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. EP ENERGY: Plan to Cut Debt by $3.3B; Unsecureds Get 1% of Shares ----------------------------------------------------------------- EP Energy Corporation and its debtor affiliates are seeking confirmation of their reorganization plan. The voting deadline is Feb. 6, 2020, at 4:00 p.m. Parties holding 95% in aggregate principal amount of the Claims under the Debtors' RBL Facility, 79.3% in aggregate principal amount of the Debtors' 1.5L Notes, and 52.0% in aggregate principal amount of the Debtors' 1.25L Notes have agreed to vote in favor of the Plan. The Plan is the result of extensive good faith negotiations, overseen by the Debtors' independent Special Committee (as defined herein), among the Debtors and a number of their key economic stakeholders that have agreed to support the Plan pursuant to (i) that certain Plan Support Agreement dated as of October 18, 2019 (the "Plan Support Agreement" or "PSA")with holders of approximately (a) 52.0% of the Debtors' 8.00% senior secured notes due 2024 and (b) 79.3%(in the aggregate) of the Debtors' 9.375% senior secured notes due 2024 and the Debtors' 8.00% senior secured notes due 2025, and (ii) that certain Exit Commitment Letter (as defined below) with holders of over 95% of the Claims under the Debtors' prepetition RBL Facility. The Plan provides for a comprehensive restructuring of the Company's balance sheet and a significant investment of capital in the Debtors' business. The transactions contemplated in the Plan will strengthen the Company by substantially reducing its debt and increasing its cash flow on a go-forward basis, and preserve in excess of 500 jobs. Specifically, the proposed restructuring contemplates, among other things: * a reduction of current debt on the Debtors' balance sheet by approximately $3.3 billion, * a $475 million equity rights offering (the "Rights Offering"), which is being backstopped by the Supporting Noteholders, * access to an approximately $629 million exit credit facility (the "Exit Facility"), which RBL Lenders holding over 95% of the Claims under the Debtors' prepetition RBL Facility have committed to provide support for, and which the Debtors' prepetition RBL Facility and postpetition DIP Facility will "roll" into on the effective date of the Plan ("Effective Date"). The Company also may, subject to the terms of the Plan Support Agreement and Exit Commitment Letter (i) consummate a private placement of New Common Shares for an aggregate purchase price of up to $75 million (the "Private Placement"), (ii) have funds managed by affiliates of Apollo Management Holdings, L.P. (collectively, "Apollo") and funds managed by affiliates of Access Industries, Inc. (collectively, "Access") contribute their equity interests in Wolfcamp Drillco Operating L.P. ("Jeter Drillco") to the Reorganized Debtors on the Effective Date of the Plan in exchange for New Common Shares, and (iii) obtain an incremental amount of up to $300 million in exit financing under the Exit Facility. The Debtors will use the proceeds of the Rights Offering (and the Private Placement, if consummated) to, among other things, fund the costs and expenses of these Chapter 11 Cases, fund distributions under the Plan, and pay down the DIP Facility and Exit Facility as well as for working capital after emergence from chapter 11. The Debtors believe that upon consummation of the Plan and the transactions contemplated thereby, the post-emergence enterprise will have the ability to withstand the challenges and volatility of the oil and gas industry and succeed as a leading operator in their three main regions: Northeastern Utah, the Eagle Ford shale in South Texas, and the Permian basin in West Texas. The Plan provides for the following treatment of claims and equity interests: * To the extent the DIP Facility is not paid down in full from the proceeds of the Rights Offering or the Private Placement, each holder of Allowed DIP Claims will receive on a dollar-for-dollar basis, first-lien, first-out revolving loans or revolving commitments (as applicable) under the Exit Credit Agreement and letter of credit participations under the Exit Credit Agreement. * Holders of Allowed RBL Claims will receive, on a dollar-for-dollar basis, first lien, second-out term loans under the Exit Credit Agreement; provided, that each holder of an Allowed RBL Claim that elects to participate in the first-out revolving portion of the Exit Facility by the Voting Deadline will receive on a dollar-for-dollar basis first lien, first-out revolving loans under the Exit Credit Agreement and letter of credit participations under the Exit Credit Agreement. * Holders of Allowed 1.125L Notes Claims will be reinstated in the principal amount of $1 billion in accordance with section 1124(2) of the Bankruptcy Code and the 1.125L Notes Indenture and continued after the Effective Date in accordance with the terms of the 1.125L Notes Indenture; provided, that on the Effective Date the Debtors may, with the consent of the Initial Supporting Noteholders (as defined below), deliver a notice of redemption with respect to, or otherwise voluntarily prepay (including by way of tender offer), a portion of the 1.125L Notes. * Holders of Allowed 1.25L Notes Claims will be reinstated in the principal amount of $500 million in accordance with section 1124(2) of the Bankruptcy Code and the 1.25L Notes Indenture and continued after the Effective Date in accordance with the terms of the 1.25L Notes Indenture; provided, that on the Effective Date the Debtors may, with the consent of the Initial Supporting Noteholders, deliver a notice of redemption with respect to or otherwise voluntarily prepay (including by way of tender offer), in accordance and in compliance with the terms of the 1.25L Notes Indenture, a portion of the 1.25L Notes. * Holders of Allowed 1.5L Notes Claims will receive on account of the secured portion of such Allowed 1.5L Notes Claims, in full and final satisfaction of the secured portion of such Allowed 1.5L Notes Claims, their Pro Rata share of (i) 99.0% of the New Common Shares, subject to dilution by the Rights Offering Shares, the Private Placement (if applicable), the Backstop Commitment Premium, the Jeter Shares (if applicable), and the EIP Shares, and (ii) the right to participate in the Rights Offering. * Holders of Allowed Unsecured Claims (i.e., Unsecured Notes Claims, 1.5L Notes Deficiency Claims, and General Unsecured Claims) will receive their pro rata share of 1.0% of the New Common Shares, subject to dilution by the Rights Offering Shares, the Backstop Commitment Premium, the Private Placement (if applicable), the Jeter Shares (if applicable), and the EIP Shares.•Holders of Allowed Convenience Claims (i.e., Claims that would otherwise be a General Unsecured Claim but are (i) Allowed in the amount of $[100,000] or less, or (ii) irrevocably reduced to the Convenience Claim Amountat the election of the holder in accordance with the Plan) will receive the lesser of (a) payment in Cash of [10]% of such Allowed Convenience Claim, or (b) their pro rata share of the Convenience Claim Distribution Amount. * Holders of Existing Parent Equity Interests will receive, on account of available assets of EP Energy, their Pro Rata share of $500,000 in cash. A full-text copy of the Disclosure Statement dated Nov. 18, 2019, is available at https://tinyurl.com/wwvvh7x from PacerMonitor.com at no charge. Attorneys for the Debtors: Alfredo R. Pérez Clifford Carlson WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 Matthew S. Barr Ronit Berkovich Scott R. Bowling David J. Cohen WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-80 About EP Energy EP Energy Corporation and its direct and indirect subsidiaries (OTC Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil and natural gas exploration and production company headquartered in Houston, Texas. The Debtors operate through a diverse base of producing assets and are focused on the development of drilling inventory located in three areas: the Eagle Ford shale in South Texas, the Permian Basin in West Texas, and Northeastern Utah. EP Energy Corporation and its subsidiaries sought Chapter 11 protection on Oct. 3, 2019, after reaching a deal with Elliott Management Corporation, Apollo Global Management, LLC, and certain other noteholders on a bankruptcy exit plan that would reduce debt by 3.3 billion. The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead Case No. 19-35654). EP Energy was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Marvin Isgur is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Evercore Group L.L.C. as investment banker; and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent. ESM INC: Seeks to Use American Express Cash Collateral ------------------------------------------------------ ESM, Inc., asks the Bankruptcy Court for permission to use its accounts at Wells Fargo Bank in order to maintain its business operations and pay ongoing operational expenses for the period prior to the sale of its business, which it estimates will take approximately six months. As of the Petition Date, the Debtor owes American Express approximately $155,000, which amount the Debtor believes is secured by all of the Debtor's assets except its liquor license. As adequate protection, the Debtor proposes to continue payment to American Express pursuant to the Loan Documents, the maintenance of its security interest, and to grant American Express a replacement lien to the same extent, priority and validity of its prepetition lien on ESM's collateral. A copy of the Motion is available at https://is.gd/jPs6XZ from PacerMonitor.com free of charge. About ESM, Inc. ESM, Inc. dba Dosa Fillmore is a restaurant specializing in Indian cuisine. ESM, Inc. filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 19-31218) on November 22, 2019, in San Francisco, California. As of the date of filing, the Debtor disclosed total assets of $478,688 and total liabilities of $2,837,372. Finestone Hayes LLP is the Debtor's counsel. Judge Hannah L. Blumenstiel oversees the case. The petition was signed by Emily Mitra, president. FALLS EVENT: Evergreen Aviation Settlement Okayed ------------------------------------------------- Judge Kimball Mosier of the U.S. Bankruptcy Court for the District of Utah approved a settlement agreement entered into by Michael Thomson, the Chapter 11 trustee for The Falls Event Center, LLC, Evergreen Aviation & Space Museum and the Captain Michael King Smith Educational Institute. The settlement agreement releases each other from any and all claims. A copy of the agreement is available at https://tinyurl.com/ttoav2p from PacerMonitor.com free of charge. About The Falls Event Center The Falls Event Center LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11, 2018. At the time of the filing, the Debtor estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million. Judge R. Kimball Mosier presides over the case. Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC, as restructuring advisors. On July 27, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the case. In November 2018, Judge R. Kimball Mosier entered an order appointing a Chapter 11 trustee. DORSEY & WHITNEY LLP is the Trustee's counsel. FERRELLGAS LP: Says Substantial Going Concern Doubt Exists ---------------------------------------------------------- Ferrellgas, L.P., filed its quarterly report on Form 10-Q, disclosing a net loss of $36,898,000 on $293,214,000 of total revenues for the three months ended Oct. 31, 2019, compared to a net loss of $48,814,000 on $352,309,000 of total revenues for the same period in 2018. At Oct. 31, 2019, the Company had total assets of $1,443,060,000, total liabilities of $2,267,190,000, and $824,130,000 in total partners' deficit. The Company said, "Ferrellgas Partners has US$357.0 million in unsecured notes due June 15, 2020 that are classified as current in its condensed consolidated financial statements. Ferrellgas Partners' ability to restructure, refinance or otherwise satisfy these notes is directly impacted by the cash flows of Ferrellgas, L.P. The ability of Ferrellgas Partners to restructure or refinance these notes is uncertain considering the level of other outstanding indebtedness. In certain circumstances, the failure to repay the US$357.0 million in unsecured notes on their contractual maturity date may result in an event of default under the operating partnership's Senior Secured Credit Facility and the indentures governing the operating partnership's outstanding notes. Given these concerns, Ferrellgas, L.P., believes there is substantial doubt about the entity's ability to continue as a going concern. Ferrellgas has engaged Moelis & Company LLC as its financial advisor and the law firm of Squire Patton Boggs LLP to assist with its ongoing process to address its upcoming debt maturities. The successful outcome of Ferrellgas' debt reduction strategy continues to remain uncertain." A copy of the Form 10-Q is available at: https://is.gd/JwLPKf Ferrellgas, L.P. engages in the retail distribution of propane and related equipment sales. Ferrellgas Partners, L.P., a publicly traded limited partnership, holds an approximate 99% limited partner interest in, and consolidates, Ferrellgas, L.P. The Company is headquartered in Overland Park, Kansas. FERRELLGAS PARTNERS: Debt Maturities Cast Going Concern Doubt ------------------------------------------------------------- Ferrellgas Partners, L.P. filed its quarterly report on Form 10-Q, disclosing a net loss of $45,717,000 on $293,214,000 of total revenue for the three months ended Oct. 31, 2019, compared to a net loss of $57,508,000 on $352,309,000 of total revenue for the same period in 2018. At Oct. 31, 2019, the Company had total assets of $1,443,288,000, total liabilities of $2,634,672,000, and $1,191,384,000 in total partners' deficit. The Company said, "Ferrellgas Partners has US$357.0 million in unsecured notes due June 15, 2020 that are classified as current in the condensed consolidated financial statements. The ability of Ferrellgas Partners to restructure, refinance or otherwise satisfy these notes is uncertain considering the level of other outstanding indebtedness. Given these concerns, Ferrellgas Partners believes there is substantial doubt about the entity's ability to continue as a going concern. Ferrellgas has engaged Moelis & Company LLC as its financial advisor and the law firm of Squire Patton Boggs LLP to assist in our ongoing process to address our upcoming debt maturities. The successful outcome of Ferrellgas' debt reduction strategy continues to remain uncertain." A copy of the Form 10-Q is available at: https://is.gd/JwLPKf Ferrellgas Partners, L.P. distributes and sells propane and related equipment and supplies. The company transports propane to propane distribution locations, tanks on customers' premises, or to portable propane tanks delivered to retailers. Ferrellgas Partners, L.P. was founded in 1939 and is headquartered in Overland Park, Kansas. FIZZICS GROUP: Unsecureds to Recover At Least 6.98% Under Plan -------------------------------------------------------------- Fizzics Group, Inc., has proposed a plan of reorganization, whereby the Debtor intends to convert most of its unsecured debt to new equity in the Reorganized Debtor. The Debtor will remain in business with a cleaner balance sheet, with greater prospects to attract more investment money, and to expand its business operations. On the Effective Date, the Debtor will issue a new common stock in satisfaction of allowed claims and equity interests. The new common stock will be valued at the new common stock price of $0.50 per share, which the Debtor believes constitutes fair market value for the new common stock. The Plan proposes to treat claims as follows: * Class 1 - Claim of Reliant. IMPAIRED. Amount of claim $83,000. Estimated Distribution: Either (a) 100% if adjudicated to be secured or (b) approximately 6.98% if not. The Debtor believes and avers that Reliant's purported lien is invalid and should be of no effect, and therefore its Claim should be reclassified as a General Unsecured Claim. * Class 2 - Unsecured Claims. IMPAIRED. Amount of claim approximately $994,534.69. Estimated Distribution: Depending on Claims Objections, between approximately 6.98% and 10.93%. Each Class 2 Allowed General Unsecured Claim, the Holders of an Allowed General Unsecured Claim in Class 2 shall receive (a) a cumulative ten percent (10%) of the New Common Stock in the Reorganized Debtor, distributed pro rata to each Allowed General Unsecured Claim Holder on the Effective Date, and (b) a cash distribution on or before the first anniversary of the Effective Date based on the allowed general unsecured claim holder's pro rata share of $100,000. * Class 3 - Equity Interest Holders. IMPAIRED. Class 3 is comprised is comprised of approximately 16 Common Equity Interest Holders and 458 Preferred Equity Interest Holders. The class has a 0% recovery under the Plan. All Distributions under the Plan shall be made by the Reorganized Debtor. A full-text copy of the Disclosure Statement dated Nov. 18, 2019, is available at https://tinyurl.com/yx3otp4w from PacerMonitor.com at no charge. Counsel to the Debtor: David M. Klauder BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE 19801 Tel: (302) 803-4600 Fax: (302) 397-2557 E-mail: dklauder@bk-legal.com About Fizzics Group Fizzics Group, Inc. -- http://www.fizzics.com/-- is a technology platform company that developed portable draft beer systems to improve the flavor and taste of can, bottle or growler of beer to brewery fresh. It utilizes patented sonic wave technology to deliver the fresh taste of draft from any can or bottle of beer. Fizzics Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-10545) on March 12, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of $1 million to $10 million. David M. Klauder, Esq., at Bielli & Klauder, LLC, is the Debtor's legal counsel. FLEXOGENIX GROUP: Creditors to Be Paid From Liquidation ------------------------------------------------------- Flexogenix Georgia, P.C., together with Flexogenix Group, Inc., Flexogenix North Carolina, P.C., Flexogenix Oklahoma, P.C., and Whalen Medical Corporation, filed a liquidating plan. Flexogenic seeks to accomplish payments under the Plan by liquidating all of its assets and distributing the cash proceeds of those assets to creditors and interest holders as set forth in the Plan. The Effective Date of the proposed Plan is expected to be March 31, 2020 The Plan proposes to treat claims as follows: * Allowed secured claims in Class 1 will be paid by the Reorganized Debtor from the proceeds of the assets securing such allowed claims and with respect to the priority of such liens in such proceeds. The Debtor disputes that there are any valid, perfected and enforceable secured claims. Class 1 is an unimpaired class, and the holders of secured claims are conclusively deemed to have accepted the Plan. * Holders of convenience claims in Class 3 -- a claim against the Debtor that is for $250 or less or the Holder of a Claim for more than $250 that elects to reduce its Claim to $250 -- will be paid incCash, in full, on, or as soon as reasonably practicable after. * Each Holder of an allowed general unsecured claim in Class 4 shall receive a cash payment equal to its pro rata share of the cash on hand, if any, after the satisfaction and payment in full of allowed claims in Classes 1 and until the allowed general unsecured claims are paid in full. * Holders of allowed interests in Class 5 will receive a pro rata share in all of the Debtor's cash remaining after the payment of all administrative claims and allowed Class 1, 2, 3 and 4 Claims. All cash necessary for the Reorganized Debtor to make payments required by the Plan will be obtained from (a) existing Cash balances, and (b) the repayment to the Debtor by Flexogenix of the Flexogenix Advances. A full-text copy of the Disclosure Statement dated Nov. 18, 2019, is available at https://tinyurl.com/wbhm4u2 from PacerMonitor.com at no charge. Counsel for the Debtors: Jeremy W. Faith Monsi Morales MARGULIES FAITH LLP 16030 Ventura Blvd., Suite 470 Encino, CA 91436 Telephone: (818) 705-2777 Facsimile: (818) 705-3777 E-mail: Jeremy@MarguliesFaithLaw.com Monsi@MarguliesFaithLaw.com About Flexogenix Group Flexogenix Group, Inc. -- https://flexogenix.com/ -- offers non-surgical solutions for knee pain, osteoarthritis and injuries. Flexogenix treatments have options for acute injuries as well as chronic overuse conditions. The company has locations in Atlanta, Cary, Raleigh, Charlotte, Greensboro, Los Angeles, and Oklahoma City. Flexogenix Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 19-12927) on March 18, 2019. At the time of the filing, Flexogenix Group was estimated to have assets between $1 million and $10 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Barry Russell. The Debtors tapped Margulies Faith LLP as legal counsel; Nelson Hardiman, LLP as special counsel; and hire Levy, Sapin, Ko & Freeman as tax accountant. FRANK INVESTMENTS: Court Grants Bid to Clarify Cape May Sale Order ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida granted Frank Investments, Inc.'s motion to clarify its earlier ruling, which approved the sale of its real property in Cape May, N.J. Frank Investments filed the motion to clarify so as to authorize the company to assume and assign the leases of John Brier who operates the Cape May Popcorn store and Wendy Barth who operates the Unanchored store. About Frank Investments Frank Investments Inc., Frank Theatres Management LLC and Frank Entertainment Companies, LLC are affiliates of Rio Mall, LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall, LLC, owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, N.J. Frank Investments and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. At the time of the filing, Frank Investments and Frank Entertainment had estimated assets of between $10 million and $50 million and liabilities of the same range. Frank Theaters had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., is the Debtors' bankruptcy counsel. No official committee of unsecured creditors has been appointed. GIGA-TRONICS INC: Reverse Stock Split Takes Effect on Dec. 12 ------------------------------------------------------------- Giga-tronics Incorporated's previously announced 1-for-15 reverse split of its common stock will become effective as of Dec. 12, 2019. Beginning on Dec. 13, 2019, the Company's common stock will trade on the OTC market on a split-adjusted basis. John Regazzi, CEO of Giga-tronics commented, "With our third consecutive quarter of profitability and enhanced balance sheet, this reverse split is a natural next step to pursue a national exchange listing. We look forward to executing on the next chapter of our progress given the attractive growth opportunity for our RADAR/EW business as well as the solid foundation of our sole source RADAR filter business." At the Company's annual meeting of shareholders held on Sept. 19, 2019, shareholders approved an amendment to the Company's Articles of Incorporation to effect a reverse stock split at a ratio in the range of 1-for-10 to 1-for-20 and authorized the Company's Board of Directors to determine the final ratio of the reverse stock split within that range. On Nov. 6, 2019, the Company announced that the Board of Directors decided to proceed with a 1-for-15 reverse stock split. As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced by the ratio of 1-for-15. The number of authorized shares of the Company's common stock will be reduced in the same proportion to 13,333,333 shares of common stock. The reverse stock split will impact all holders of the Company's common stock uniformly and will not impact any shareholder's percentage ownership interest in the Company; however, no fractional shares will be issued in connection with the reverse stock split, and cash will be paid in lieu of any fractional shares. The reverse stock split also reduces the number of shares of common stock issuable upon the conversion of the Company's outstanding shares of preferred stock and the exercise of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such preferred stock, stock options and warrants. The Company's common stock will continue to trade on the OTC under the symbol "GIGA." Registered shareholders holding their shares of common stock in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split. For shareholders holding physical stock certificates, the Company's transfer agent, American Stock Transfer & Trust Company, LLC "AST", will send instructions for exchanging those certificates for new certificates representing the post-split number of shares following the effective date of the reverse stock split. AST can be reached at (877) 248-6417. About Giga-Tronics Headquartered in Dublin, California, Giga-Tronics Incorporated is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics produces RADAR filters and Microwave Integrated Components for use in military defense applications as well as sophisticated RADAR and Electronic Warfare (RADAR/EW) test products primarily used in electronic warfare test & emulation applications. Giga-Tronics reported a net loss of $1.04 million for the year ended March 30, 2019, a net loss of $3.10 million for the year ended March 31, 2018, and a net loss of $1.54 million for the year ended March 25, 2017. As of Sept. 28, 2019, the Company had $8.75 million in total assets, $6.34 million in total liabilities, and $2.41 million in total shareholders' equity. GLENVIEW HEALTH CARE: Exclusivity Period Extended Until Dec. 31 --------------------------------------------------------------- Judge Joan Lloyd of the U.S. Bankruptcy Court for the Western District of Kentucky extended to Dec. 31 the period during which only Glenview Health Care Facility, Inc. can file a Chapter 11 plan of organization. About Glenview Health Care Facility Glenview Health Care Facility, Inc., owns and operates a small health care facility with 60 beds that provides nursing home services. Glenview Health Care Facility sought relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10795) in Bowling Green, Kentucky on Aug. 1, 2019. As of the Petition Date, the Debtor's assets are between $1 million and $10 million; and its liabilities are estimated within the same range. Judge Joan A. Lloyd oversees the Debtor's case. Mark H. Flener, Esq., is the Debtor's counsel. The U.S. Trustee for Region 8 on Aug. 30, 2019, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Bingham Greenebaum Doll LLP, as counsel. GLYECO INC: Delays Third Quarter Form 10-Q Due to Lack of Resources ------------------------------------------------------------------- GlyEco, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended Sept. 30, 2019. The Company said it lacks the resources to be able to complete its filing at this time. About GlyEco, Inc. GlyEco, Inc. -- http://www.glyeco.com-- is a chemical company focused on technology development and manufacturing of coolants, additives, and related performance fluids. The Company serves and supports the automotive, heavy-duty, and industrial markets. GlyEco Inc., located in Institute, West Virginia, is a vertically integrated company which manufactures ethylene glycol, additives, and finished fluids. GlyeCo incurred a net loss of $5.31 million for the year ended Dec. 31, 2018, compared to a net loss of $5.18 million for the year ended Dec. 31, 2017. As of March 31, 2019, GlyeCo had $9.20 million in total assets, $11.57 million in total liabilities, and a total stockholders' deficit of $2.37 million. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification in its reported dated April 1, 2019 on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2018, has an accumulated deficit of $47,310,534 as of Dec. 31, 2018 and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. GRANDVIEW HILLS: Seeks to Use Cash Collateral from Rental Asset --------------------------------------------------------------- Grandview Hills LLC asks the Bankruptcy Court to authorize the use of cash collateral secured by real property located at 1007-1009 1/2 16th Street, in Santa Monica, California. Specifically, the Debtor asks the Court to authorize use of the rental income from the Property to fund ongoing property maintenance and the insider compensation in kind of Isaac Gabriel -- 20% equity owner of the Debtor -- and son George Gabriel -- 80% equity owner of the Debtor -- each occupying one rental unit of the Real Property. Rental is at $1,100 each for Mr. George and Isaac Gabriel, as compensation in kind. Two secured creditors have deeds of trust recorded against the Real Property: (1) Tymeout LP with a note secured in the amount of $1,550,000, and (2) Eric Juarez with a disputed deed of trust for $80,000. The Tymeout deed of trust includes an assignment of rents provision, while the Juarez deed of trust is disputed. There is also a judgment lien of William Fuller for approximately $300,000, which is only secured by the Real Property and not cash collateral. According to Louis J. Esbin, Esq., the Debtor's counsel at the Law Offices of Louis J. Esbin, the Tymeout claim of approximately $1.6 million has a substantial equity cushion of between approximately $1.24 million and $613,0000, which is between 43.67% and 27.69%, if the Fuller judgment lien is adjudicated not to be in priority to Tymeout. Otherwise, if the Fuller judgment lien is adjudicated in priority to Tymeout, the equity cushion is between $924,000 and $300,000, or between 32.54% and 13.55%, he added. A copy of the Motion is available at https://is.gd/ZssJt0 from PacerMonitor.com free of charge. The Amended Motion disclosed a corrected hearing date on the Motion on Dec. 18, 2019 at 11 a.m. at Courtroom 1539, 255 E. Temple St., Los Angeles, California. About Grandview Hills LLC Grandview Hills LLC is a privately held company whose principal assets are located at 1007-1009 1/2 16th Street, Santa Monica, California. The Company sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-21726) on October 3, 2019, in Los Angeles, California. The Debtor estimated $1 million to $10 million in both assets and liabilities as of the Petition Date. The petition was signed by George I. Gabriel, managing member. The Hon. Sheri Bluebond is the case judge. The Law Offices of Louis J. Esbin represents the Debtor as counsel. GREGORY A. HALL: Claimants Ordered to Explain Objection to Sale --------------------------------------------------------------- Judge Edward Coleman III of the U.S. Bankruptcy Court for the Southern District of Georgia ordered anyone opposed to the proposed sale of Gregory Hall's property in Chatham County, Ga., to explain in writing by Jan. 24 why the transaction should not be granted. The bankruptcy judge also urged those opposed to the sale to raise their objections at the hearing scheduled for Jan. 30. Any creditor claiming a lien on the property must appear at the hearing with records sufficient to document its claim. About Gregory Hall Gregory A. Hall sought Chapter 11 protection (Bankr. S.D. Ga. Case No. 19-41638) on Nov. 15, 2019. The Debtor tapped J. Michael Hall, Esq., at Hall & Navarro, LLC as counsel. GROWCO INC: Plan Payments to be Funded by Continued Operations -------------------------------------------------------------- Debtor GrowCo, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a plan of reorganization and a disclosure statement. Without this reorganization and additional capital raises through VitaNova, LLC directed to GCP 1 and GCP 2 for operations, the Debtor's assets will be worth almost nothing in a liquidation. In other words, without the success of the GCP 1 and GCP 2 greenhouses, the Debtor's assets would be worthless. Trade claims and any allowed penalty claims held by any taxing authority which are not related to actual pecuniary loss (Class 4) will will be paid their respective pro rata share of the Debtor's Net Profits Fund pari passu with the holders of Allowed Class 5, 7, 8, 9, 10, and 11 Claims after any allowed claims of a higher priority but before any allowed claims of a lower priority. Distributions to Class 4 claimants will not exceed the amount of the allowed unsecured claims plus interest at 2.5% per annum. Class 5 is comprised of investors who are parties to the Note Purchase Agreement Dated April 15, 2015. In exchange for investing a certain dollar amount with Debtor, such investors received (a) a promissory note from Debtor in the amount invested due and payable on April 15, 2020 with interest at the rate of 22.5% per annum and (b) common stock purchase warrants to purchase a number of shares of the Debtor equal to the note amount for an exercise price of $1.00 in cash per share. The claims of equity interest holders (Class 12) will retain their equity interests. Payments and distributions under the Plan will be funded from payments received from GCP 1 and GCP 2 and any judgments or settlements in connection with the claims asserted against Two Rivers, TR Capital and insiders of the Two Rivers entities. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/s2a7buu from PacerMonitor.com at no charge. About GrowCo Inc. GrowCo, Inc., was incorporated on May 4, 2014 by John R. McKowen as the funding vehicle for two large scale commercial greenhouse operations in Pueblo, Colorado. It was originally intended that the greenhouses would be leased to commercial marijuana growers. It was also intended that after the greenhouses were operational, GrowCo would provide financial management services for tenants who would lease the greenhouses. GrowCo was originally organized as a wholly-owned subsidiary of Two Rivers Water and Farming Company . Three related entities were also created between 2014 and the bankruptcy filing: GCP 1 was formed to own the first greenhouse; GCP 2 was formed to own the second greenhouse; and GCP SU was formed to provide additional capital for the greenhouse buildouts. GrowCo, Inc., sought Chapter 11 protection (Bankr. D.D.C. Case No. 19-10512) on Jan. 24, 2019. At the time of filing, the Debtor was estimated to have assets and debt are $1 million to $10 million. The case is assigned to Hon. Joseph G. Rosania Jr. The Debtor is represented by: WADSWORTH GARBER WARNER CONRARDY, P.C. David V. Wadsworth David J. Warner 2580 W. Main St., Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 HAMLETT ENTERPRISES: Delays Disclosure Filing to Resolve Objections ------------------------------------------------------------------- The counsel of Debtor Hamlett Enterprises, Inc., has advised the Idaho State Tax Commission that Debtor will not seek approval of the First Amended Disclosure Statement currently set for hearing on Nov. 13, 2019 but will request time to further amend the Disclosure Statement to resolve objections, and will seek approval of those changes at a later hearing date. T herefore, the Idaho State Tax Commission does not intend to appear at the hearing on this matter on November 13, 2019. The Idaho State Tax Commission is represented by: AMBER KAUFFMAN ELISA S. MAGNUSON Deputy Attorneys General State of Idaho P.O. Box 36 Boise, ID 83722-0410 Telephone: (208)334-7530 Facsimile: (208)364-7387 E-mail: amber.kauffman@tax.idaho.gov elisa.magnuson@tax.idaho.gov About Hamlett Enterprises Based in Salmon, Idaho, Hamlett Enterprises, Inc., filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-41169) on Dec. 14, 2018. In the petition signed by Barbara Hamlett-Soper, president, the Debtor was estimated to have under $1 million in both assets and liabilities. Maynes Taggart PLLC, led by Robert J. Maynes, is the Debtor's counsel. HCA HEALTHCACRE: Fitch Affirms BB LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings affirmed HCA Healthcare, Inc.'s ratings, including the company's Long-Term Issuer Default Rating at 'BB'. The ratings apply to approximately $34.5 billion of debt at Sept. 30, 2019. The Rating Outlook is Stable. KEY RATING DRIVERS Industry-Leading Financial Flexibility: HCA has for-profit hospital industry-leading operating margins and generates consistent and ample FCF (CFFO less dividends, payments to minority interests and capex). Financial flexibility has improved significantly in recent years as a result of organic growth in the business and proactive management of the capital structure. The affirmation and Stable Outlook reflect Fitch's belief that HCA has limited financial incentive to operate with leverage sustained below the 3.5x, which is viewed as consistent with a higher rating level. As such, future rating actions are more likely to be driven by changes in the company's financial policy rather than accelerating or decelerating operating fundamentals. Stable Leverage: At 3.7x at Sept. 30, 2019, HCA's leverage is below the average of the group of publicly traded hospital companies. Fitch Ratings forecasts HCA will produce cash flow from operations of $6.3 billion in 2019, roughly the same amount as in 2018, and will continue to prioritize use of cash for organic investment in the business, tuck-in M&A and payments to shareholders, including a common dividend that consumes about $500 million of cash. Secular Headwinds Buffet Operating Outlook: Measured by revenues, HCA is the largest operator of for-profit acute care hospitals in the country, with a broad geographic footprint and good depth of care delivery assets in the company's markets. This favorable operating profile makes HCA relatively resilient although not immune to any weakness in organic operating trends in the for-profit hospital industry. HCA's top line growth has consistently outpaced most industry peers, but secular challenges, including a shift to lower-cost sites of care driven by health insurer scrutiny, increasing healthcare consumerism, and growing Medicare volumes relative to commercial volumes will be long-term headwinds to organic growth. Increasing Focus on M&A: HCA has recently increased the pace of acquisitions, which will help to bolster growth in the intermediate term. Recent transactions have been tuck-in in nature, as HCA follows a strategy of adding hospitals mainly in existing markets. The recent acquisitions of Memorial Health System in Savannah, GA in February 2018 and seven-hospital system Mission Health, in Asheville, NC in February 2019, represent the first new hospital markets HCA entered in more than a decade, signaling an openness to geographic expansion in the right situations. The company has the financial flexibility necessary to complete a larger transaction that is more transformative to the operating profile, but Fitch believes it is more likely that the company will continue to focus on smaller targets. Regulatory Environment In-Flux: Amidst partisan gridlock in Washington, the Affordable Care Act (ACA) has remained a target of legal challenges, and broader healthcare reform themes will play a dominant role in debates leading up to the 2020 presidential election. Fitch believes the ACA has had a slightly positive effect on the financial profile of most healthcare issuers. About 8.5% of Americans are without health insurance, down about 500bp from before the ACA's insurance expansion took effect, but up in 2019 for the first time since 2008. HCA's management has stated that the company has benefited from the ACA, and that enrollees in the ACA health insurance marketplaces comprised 2.6% of admissions in 2017 and 2.5% in first-quarter 2018, the last data points provided. ACA Insurance Expansion Undermined: The Trump administration has made several changes that weaken the insurance expansion elements of the ACA. These include removal of the individual mandate penalty effective in 2019; an extended timeline for short-term, less comprehensive health plans; increased state Medicaid waiver flexibility; and cuts to ACA healthcare exchange open enrolment advertising spending. Such changes are expected to lead to small increases in the number of uninsured and underinsured individuals and will not influence business profiles enough to change any ratings in the for profit hospital industry. DERIVATION SUMMARY HCA is operationally well-positioned relative to the four publicly traded hospital company peers (Tenet Healthcare Corp., Community Health Systems, Universal Health Services, and Quorum Health Corp.). Compared to CHS, and Quorum, HCA's hospitals are located in more rapidly growing urban and suburban markets and the company is the best positioned in the industry in developing a continuum of care delivery assets in its acute care hospital markets. The financial profile is also amongst the strongest in the peer group because of a moderate degree of financial leverage, industry leading profitability and a high absolute level of FCF generation. Amongst the peer group, only one-notch higher rated UHS (IDR BB+) has a stronger balance sheet than HCA. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer - Organic revenue growth of 4%-5% from 2019-2022, driven equally by pricing and volume; - Operating EBITDA margin of 19-20% through the forecast period; - Fitch forecasts 2019 EBITDA before associate and minority dividends of $9.9 billion and 2019 FCF after associate and minority distributions of $2.0 billion for HCA, with capital expenditures of about $3.9 billion and dividends slightly over $500 million; - The $1.4 billion acquisition of Mission Health closed early in 2019 and is incorporated in Fitch's operating forecast for the year; - Debt due during the forecast period is assumed to be refinanced; - The company issues some incremental debt to fund capital deployment and forecast leverage is sustained above the 3.5x positive leverage sensitivity through 2021. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - The 'BB' rating considers HCA operating with leverage (total debt/EBITDA after associate and minority dividends) around 4.0x with a FCF margin of 3%-4%. - An upgrade to 'BB+' from 'BB' is possible if HCA maintains leverage (total debt/EBITDA after associate and minority dividends) at 3.5x or below. Developments That May, Individually or Collectively, Lead to Negative Rating Action - A downgrade to 'BB-' could be caused by leverage sustained above 4.5x; however, this is unlikely in the near term because these targets afford HCA with significant financial flexibility to increase acquisitions and organic capital investment, while still returning a substantial amount of cash to shareholders. LIQUIDITY AND DEBT STRUCTURE Good Financial Flexibility: HCA's liquidity profile is solid for the 'BB' IDR. There are no significant debt maturities until 2021, when the $1 billion unsecured, structurally subordinated HCA Holdings, Inc. notes will mature. In 2022 the $3.75 billion ABL terminates and a 7.5% $2 billion unsecured bond matures. Fitch's forecast assumes that HCA will refinance this debt. HCA does not have large cash needs for working capital or exhibit much seasonality in cash flow generation. Cash on hand is typically $500 million-$600 million; the company has $5.75 billion in revolving credit capacity and in recent periods has maintained at least $2.0 billion in available capacity on these credit lines. HCA also has good flexibility under the debt agreement covenants. The bank agreement includes a financial maintenance covenant that limits consolidated net leverage to 6.75x or below and an incurrence covenant for first lien secured net leverage (includes debt under the bank facilities and first lien secured notes) of 3.75x. At Sept. 30, 2019, Fitch estimates the HCA has incremental secured first-lien debt capacity of roughly $15 billion under the 3.75x consolidated leverage ratio test. Debt Issue Notching: The notes outstanding at the HCA Healthcare Inc. (Hold Co) level are structurally subordinate to the debt outstanding at HCA Inc. and are rated 'B+'/'RR6', two notches below the IDR, to reflect this subordination. The ABL facility has a first-lien interest in substantially all eligible accounts receivable (A/R) of HCA, Inc. and the guarantors, while the other bank debt and first-lien notes have a second-lien interest in certain of the receivables. Due to this priority secured interest, the ABL is rated 'BBB-', two notches higher than the IDR. The availability on the ABL facility is based on eligible A/R as defined per the credit agreement. The cash flow revolver, term loans and first lien secured notes, are rated 'BB+'/'RR1', one notch above the IDR. These obligations are not notched up to investment grade because of a large amount of non-guarantor value in the capital structure (operating subsidiaries that are not guarantors of the secured debt comprise about 40% of total assets), and a relatively lenient secured debt incurrence covenant that allows for net secured debt/EBITDA of up to 3.75x. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. HCA has an ESG Relevance Score of 4 for Exposure to Social Impacts due to societal and regulatory pressures to constrain growth in healthcare spending in the U.S. This dynamic has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. HEALTHCORE SYSTEM: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Healthcore System Management, LLC dba Vincent Victoria Village Assisted Living 4608 E. California Parkway Forth Worth, TX 76119 Case No.: 19-45024 Business Description: Healthcore System Management, LLC is a privately held company that operates a continuing care retirement community and assisted living facility for the elderly. Chapter 11 Petition Date: December 9, 2019 Court: U.S. Bankruptcy Court Northern District of Texas Judge: Hon. Mark X. Mullin Debtor's Counsel: Robert DeMarco, Esq. DEMARCO MITCHELL, PLLC 1255 West 15th Street 805 Plano, TX 75075 Tel: (972) 578-1400 Email: robert@demarcomitchell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Rhoda Salvador, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors, is available at PacerMonitor at https://is.gd/GOxJ1Y at no extra charge. HENLEY PROPERTIES: Wants Jan. 3, 2020 to File Liquidating Plan -------------------------------------------------------------- Debtor Henley Properties, LLC, requests the U.S. Bankruptcy Court for the Western District of Missouri to extend the time for the Debtor to file a Disclosure Statement and Plan of Reorganization through and including Jan. 3, 2020. The Debtor also requests the Court to extend the Debtor's exclusive period to file a Chapter 11 plan of reorganization through and including Jan. 3, 2020. The Debtor's proposed plan will be a liquidating plan. The Debtor's counsel says cause exists to extend the period of exclusivity under 11 U.S.C. Section 1121(d) because there are several pending contracts for sales of real estate that will impact the terms of the plan. The Debtor is represented by: CHECKETT & PAULY, P.C. Mariann Morgan 517 S. Main Street P.O. Box 409 Carthage, MO 64836 Tel: (417) 358-4049 Fax: (417) 358-6341 About Henley Properties Henley Properties, LLC, owns and operates weddings and events venue. Henley Properties sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 19-30422) on Aug. 6, 2019. In the petition signed by Floyd W. Henley and Rebecca L. Henley, members, the Debtor disclosed total assets at $2,973,329 and $1,192,562 in debt. The case is assigned to Judge Brian T. Fenimore. The Debtor tapped Mariann Morgan, Esq., at Checkett & Pauly, as counsel. ICAHN ENTERPRISES: Moody's Rates $500MM Sr. Unsec. Notes Ba3 ------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to $500 million of senior unsecured notes due 2027 issued by Icahn Enterprises L.P. The net proceeds from the note issuance will be used for general limited partnership purposes. The following rating was assigned: $500 million GTD Senior Unsecured Notes due 2027 at Ba3 RATINGS RATIONALE The new debt issuance is neutral to IEP's credit profile. However, were the proceeds to be reinvested and not held as cash, pro-forma market value-based leverage would rise to 32% from 29% as of 30 September. While the leverage increase would be credit negative, Icahn's MVL would be well within its expectations for a Ba3 rated company. IEP's Ba3 Corporate Family Rating reflects the risks associated with its activist investment strategy, moderate MVL and low interest coverage ratio. The dominant leadership and advanced age of IEP's Chairman and founder, Carl Icahn, is a key risk to IEP's credit profile and therefore constrains its rating. It is unclear whether the succession plan in place, in which senior management and certain investment professionals assume Mr. Icahn's responsibilities, will be able to replicate IEP's strong historical track record. The stable outlook on IEP's ratings reflects its belief that the company will continue to be opportunistic in deploying and raising capital. The following criteria could lead to an upgrade of IEP's ratings: 1) improved transparency and structure on the management of leverage or adoption of more conservative financial policies; 2) sustained reduction in MVL below 30%; 3) a shift in the investment portfolio towards less concentrated positions of higher credit quality; 4) more stable cash flow dynamics generated by each of the subsidiaries; and 5) actions taken to address corporate governance issues relating to succession planning. Conversely, the following criteria could result in a downgrade: 1) a material deterioration in valuations or credit strength of the operating subsidiaries or Investment Fund segment; 2) a significant increase in net debt or decline in the liquidity of the holding company or in the Investment Funds; 3) a key-man issue that threatens IEP's performance. IEP is a publicly traded master limited partnership that pursues an activist investment strategy. For the nine months ended 30 September, the company earned total revenues of approximately $6.4 billion through subsidiaries that operate in the Automotive, Energy, Food Packaging, Home Fashion, Metals and Real Estate segments. The principal methodology used in this rating was Investment Holding Companies and Conglomerates published in July 2018. IMPERIAL TOY: Auction Set for Dec. 13 ------------------------------------- Imperial Toy, LLC will hold an auction for its assets on Dec. 13 if it receives offers from potential buyers before the Dec. 12 bid deadline. The assets up for auction are comprised of the majority of the company's properties, including the membership interest in Imperial Toy de Mexico, S. de R.L. Ja-Ru Inc., the stalking horse bidder, offered to buy the assets for $13 million. As a stalking horse bidder, Ja-Ru sets the price floor for bidding in an auction. In case Imperial Toy selects a more attractive offer at the auction, Ja-Ru will receive a breakup fee of $650,000 or 5 percent of the total purchase price set forth in their sale agreement. The U.S. Bankruptcy Court for the Northern District of California will hold a hearing on Dec. 16 to consider approval of the sale to the winning bidder. About Imperial Toy Imperial Toy LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 19-52335) on Nov. 18, 2019. The case was filed in order to facilitate a going concern sale of the Debtor's assets. At the time of the filing, the Debtor disclosed assets of between $10,000,001 and $50 million and liabilities of the same range. The case is assigned to Judge M. Elaine Hammond. The Debtor tapped Sheppard, Mullin, Richter & Hampton LLP as its legal counsel, and Arch & Beam Global, LLC as its financial advisor. INDRA HOLDINGS: S&P Lowers ICR to 'D' on Non-payment of Interest ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on the U.S.-based cold weather and rainwear wholesaler Indra Holdings Corp. to 'D' from 'CCC'. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'D' from 'CCC'. The downgrade to 'D' follows Indra's execution of a RSA agreement under which its current first- and second-lien term loan lenders agreed to exchange their outstanding loan balances for equity. Concurrent with this agreement, the company did not make its interest and principal payments. S&P considers the exchange as tantamount to a default given that the current lenders are forgoing their rights to a full and on-time repayment of their lending to Indra in exchange for an equity stake. Following the completion of the exchange, S&P believes the company's capital structure will be more manageable because its reduced debt burden will allow it to free up financial resources to invest in product innovation and new initiatives. Subsequently, S&P is withdrawing all of its ratings on the company at the issuer's request. INMAR INC: S&P Alters Outlook to Negative, Affirms 'B' ICR ---------------------------------------------------------- S&P Global Ratings revised its rating outlook on Inmar Inc., a Winston-Salem-based provider of technology-enabled coupon and inventory, logistics, and settlement services, to negative from stable and affirmed all of its ratings, including the 'B' issuer credit rating, the 'B' issue-level rating on the first-lien credit facilities, and the 'CCC+' issue-level rating on the second-lien term loan. The outlook revision reflects S&P's expectation of weak operating performance in 2019, with pro forma S&P-calculated leverage at the high-7x area compared with the rating agency's expectation of leverage declining to the mid-6x area at year-end 2019. Elevated leverage was a result of weaker-than-anticipated revenue growth in its core and acquired businesses and less-than-expected margin expansion. High capital expenditures and seasonal working capital outflow will also result in free operating cash flow (FOCF) deficits in 2019 compared with the rating agency's previous expectation for low-single-digit FOCF to debt. The negative outlook reflects weaker-than-expected operating performance and cash flow generation in 2019 and the elevated risks to S&P's base case expectations of leverage declining to the high-6x area in 2020. Leverage reduction depends on Inmar improving margins by successfully integrating its acquisitions, the realization of the company's synergies, and lower expenses related to business optimization and improvement. "We could lower the ratings if the company's margin profile failed to improve in line with our expectations or if we forecast that leverage would remain above 7x by year-end 2020 or if FOCF stayed meaningfully below 5%. We could also lower the ratings if weaker-than-expected demand for coupons or promotions spending led us to believe that organic revenue growth would continue to decline," S&P said. "We could revise the outlook to stable if Inmar met our 2020 base-case expectations. In this scenario, we expect the company would successfully integrate its acquisitions, resulting in low-single–digit percent organic revenue growth, leverage reduction, and low-to-mid single-digit FOCF to debt," the rating agency said. J CREW GROUP: Enters Into Amended Transaction Support Agreement --------------------------------------------------------------- As previously disclosed, on Dec. 2, 2019, Chinos Holdings, Inc. ("Parent"), the ultimate parent of J. Crew Group, Inc., and certain of Parent's subsidiaries entered into an agreement relating to a series of transactions with (i) certain holders of over a majority of term loans under that certain Amended and Restated Credit Agreement, dated March 5, 2014, among certain J.Crew Parties, the lenders party thereto, and Wilmington Savings Fund Society, FSB as successor administrative agent and (ii) TPG Chinos, L.P., TPG Chinos Co-Invest, L.P., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P. and LGP Chino Coinvest LLC. On Dec. 8, 2019, the Parent and the J.Crew Parties entered into an amended and restated transaction support agreement with the Ad Hoc Creditors and Sponsors, to reflect that the "New A-1 Senior Secured Notes" and "New A-2 Senior Secured Notes" as previously contemplated by the Original Transaction Support Agreement will be in the form of secured loans instead of secured notes, with conforming changes to the documents to reflect the different instrument. All other terms, conditions and transactions of the Original Transaction Support Agreement, as described in the Current Report on Form 8-K filed by the Company on Dec. 2, 2019, remain substantially the same. Each of the Transactions is on terms and conditions as set forth in the Amended and Restated Transaction Support Agreement and the exhibits thereto. The closing of each of the Transactions, including the public offering of certain equity of Madewell NewCo, is conditioned upon the closing of the other Transactions and will be deemed to occur contemporaneously. The Amended and Restated Transaction Support Agreement contains certain representations, warranties and other agreements by the J.Crew Parties, the Ad Hoc Creditors and the Sponsors. The parties' obligations thereunder are subject to various conditions and termination provisions as set forth therein. The Amended and Restated Transaction Support Agreement terminates if the Transactions, including the Madewell IPO, have not closed by March 18, 2020. Accordingly, there can be no assurance if or when the J.Crew Parties will consummate the transactions contemplated by the Amended and Restated Transaction Support Agreement. In connection with the Amended and Restated Transaction Support Agreement, the Ad Hoc Creditors will be indemnified on the terms set forth therein, and will also receive customary consideration, such as reimbursement of counsel expenses. About J.Crew Group J.Crew Group, Inc. -- http://www.jcrew.com-- is an internationally recognized omni-channel retailer of women's, men's and children's apparel, shoes and accessories. As of Dec. 2, 2019, the Company operates 191 J.Crew retail stores, 138 Madewell stores, jcrew.com, jcrewfactory.com, madewell.com, and 172 factory stores. J.Crew Group reported a net loss of $120.08 million for the year ended Feb. 2, 2019, following a net loss of $123.20 million for the year ended Feb. 3, 2018. As of Nov. 2, 2019, J.Crew Group had $1.76 billion in total assets, $3.11 billion in total liabilities, and a total stockholders' deficit of $1.35 billion. * * * As reported by the TCR on Sept. 24, 2019, S&P Global Ratings lowered the issuer credit rating on U.S.-based apparel retailer J. Crew Group Inc. to 'CCC-' from 'CCC'. The downgrade came after the company announced it is pursuing an IPO of its Madewell concept and disclosed details of prior proposals with its lenders related to the recapitalization of its balance sheet, including proposed exchanges of debt that S&P would likely view as a distressed. Also in September 2019, Moody's Investors Service affirmed J.Crew's Caa2 Corporate Family Rating. The affirmations of the Caa2 CFR and instrument ratings despite the PDR downgrade reflect a shift to an above average enterprise recovery rate assessment in an event of default, as a result of greater visibility into the operating performance of the Madewell business and its potential valuation. JAMES CANDY: Court Approves Sale of Candy-Making Equipment ---------------------------------------------------------- Judge Andrew Altenburg Jr. of the U.S. Bankruptcy Court for the District of New Jersey approved the private sale of James Candy Co.'s candy making equipment to Wockenfuss Candy Co. for $7,500. The sale is "free and clear" of liens, with the lien of OceanFirst Bank, N.A., to attach to the proceeds of sale, according to the bankruptcy judge's order. Union Standard Equipment Co., the auctioneer hired by James Candy, will be paid a commission of $750 from the sale proceeds. About James Candy Company James Candy Company is a candy company in Atlantic City, N.J., offering a wide selection of salt water taffy, fudge and macaroons. James Candy Company filed a Chapter 11 petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018. In the petition signed by Frank Glaser, president, the Debtor disclosed $2,756,944 in assets and $3,048,241 in liabilities. Judge Andrew B. Altenburg Jr. oversees the case. Ira R. Deiches, Esq., at Deiches & Ferschmann, is the Debtor's bankruptcy counsel. JOSEPH MULLINS: $745K Sale of Property to New Dream Approved ------------------------------------------------------------ Judge Christopher Panos of the U.S. Bankruptcy Court for the District of Massachusetts authorized Joseph Mullins to sell his real property to New Dream Home, LLC for $745,000. The property located at 0 Highland St. will be sold "free and clear" of all liens, claims, encumbrances and interests, which will attach to the sale proceeds, according to the bankruptcy judge's order. Mr. Mullins is authorized to pay, without further order, any closing costs, including payment of a real estate broker's commission and any unpaid real estate taxes. About Joseph R. Mullins Joseph R. Mullins sought Chapter 11 protection (Bankr. D. Mass. Case No. 19-11574) on May 8, 2019. The Debtor tapped Harold B. Murphy, Esq., at Murphy & King, P.C. as his legal counsel. K & M SPRAYING: Court Grants Interim Cash Collateral Access ----------------------------------------------------------- K & M Spraying, LLC, sought and obtained the Bankruptcy Court's permission to use cash collateral of Smart Freight Funding, LLC, on an interim basis. The Budget submitted in Court provided for $24,140 in total disbursements for the week-ending Dec. 8, 2019, a copy of which is available at https://is.gd/FcLdCh from PacerMonitor.com free of charge. The Debtor proposed cash collateral budget for the period of weeks ending December 1, 2019 to February 23, 2019, to avoid irreparable harm until further notice and any subsequent Court order. The Court directed the Debtor to pay Smart Freight $600 weekly as adequate protection for the use of the cash collateral. In seeking to use Cash Collateral, the Debtor said it has no unencumbered source of funding to operate the business. As a result of its financial condition, at this time, the Debtor has been unable to obtain alternative sources of cash or credit, either in the form of unsecured credit allowable as an administrative expense under Sec. 503(b)(1) of the Bankruptcy Code, unsecured credit allowable under Sections 364(a) and 364(b) of the Bankruptcy Code, or secured credit pursuant to Sec. 364(c) or (d) of the Bankruptcy Code. Consequently, if the Debtor is unable to obtain authority to use cash collateral on the terms and conditions set forth, the Debtor would be unable to pay its operating expenses and its operations would be jeopardized. This, in turn, would severely impair the value of its assets and likewise impair any opportunity to effectuate a plan of reorganization. Accordingly, the Debtor and its estate will suffer immediate and irreparable harm unless the Debtor is immediately authorized to use cash collateral on the terms and conditions set forth. A copy of the Interim Order is available at https://is.gd/E6S9Vt from PacerMonitor.com free of charge. About K & M Spraying, LLC K & M Spraying, LLC provides crop spraying services. The Company filed a Chapter 11 petition (Bankr. E.D. Ark. Case No. 19-16314) on November 26, 2019, in Pine Bluff, Arkansas. The Debtor estimated its assets at $1,439,202 and liabilities at $1,706,381 as of the Petition Date. The petition was signed by Thomas M. Perry, president. Judge Richard D. Taylor is assigned to the case. Natural State Law, PLLC is the Debtor's counsel. K & M SPRAYING: Court Grants OK to Continue Factoring Agreement --------------------------------------------------------------- K & M Spraying, LLC, sought and obtained approval from Judge Richard D. Taylor to obtain financing from Smart Freight Funding, LLC through the purchase of the Debtor's post-petition receivables. The Court ruled that Smart Freight is granted a lien in post-petition accounts receivable to secure the advances it pays the Debtor under the Factoring Agreement. Before the Petition Date, in the ordinary course of its business, the Debtor would sell its invoices for loads hauled to Smart Freight, who would advance the full invoice amount to the Debtor less 3% as fee, without any hold back. The advances on invoices paid by Smart Freight allowed the Debtor to maintain cash flow and continue operations without an up to 60- to 90-day lag between hauling loads and getting paid for doing so. The high cost of fuel involved in operating a trucking business combined with the delay in payment from customers makes the operation of such a business without credit infeasible for smaller trucking operations such as the Debtor. The Debtor's pre-petition accounts receivable are encumbered by a lien in favor of Smart Freight. The Debtor has not been able to obtain unsecured credit as an administrative expense under 11 U.S.C. Sec. 503(b)(1). A copy of the Court's Order is available for free at https://is.gd/EpVU6m from PacerMonitor.com. About K & M Spraying, LLC K & M Spraying, LLC provides crop spraying services. The Company filed a Chapter 11 petition (Bankr. E.D. Ark. Case No. 19-16314) on November 26, 2019, in Pine Bluff, Arkansas. The Debtor estimated its assets at $1,439,202 and liabilities at $1,706,381 as of the Petition Date. The petition was signed by Thomas M. Perry, president. Judge Richard D. Taylor is assigned to the case. Natural State Law, PLLC is the Debtor's counsel. KETAB CORP: Has Until Feb. 3, 2020 to File Plan & Disclosures ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, held a status conference for debtor Ketab Corporation on November 6, 2019. Judge Deborah J. Saltzman ordered that: * Feb. 3, 2020, is the deadline to file objections to proofs of claim and/or proofs of interest. * Feb. 3, 2020, is the deadline for the debtor to file and serve its chapter 11 plan of reorganization and disclosure statement. The Debtor is represented by: Roksana D. Moradi-Brovia Matthew D. Resnik RESNIK HAYES MORADI LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 E-mail: roksana@RHMFirm.com matt@RHMFirm.com About Ketab Corp Ketab Corp. -- http://www.ketab.com/-- is a book store in Los Angeles, California offering a selection of Persian, Farsi & Iranian books, music & movies. Ketab Corporation sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-12500) on Oct. 2, 2019. In the petition signed by Bijan Khalili, president, the Debtor was estimated to have assets and liabilities of $1 million to $10 million. The Hon. Deborah J. Saltzman is the case judge. RESNIK HAYES MORADI, LLP, led by Matthew D. Resnik, Esq., is the Debtor's counsel. KORN FERRY: Moody's Assigns Ba2 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service assigned the following ratings to Korn Ferry: Ba2 corporate family rating, Ba2-PD Probability of Default and Ba3 rating to the new senior unsecured notes. Moody's also assigned a speculative grade liquidity rating of SGL-1. Proceeds from the new senior unsecured notes will be used to repay the existing draw on the company's senior secured revolving credit facility and to provide additional liquidity. The outlook is stable. Assignments: Issuer: Korn Ferry Probability of Default Rating, Assigned Ba2-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Corporate Family Rating, Assigned Ba2 Senior Unsecured Regular Bond/Debenture (Local Currency), Assigned Ba3 (LGD5) Outlook Actions: Issuer: Korn Ferry Outlook, Assigned Stable RATINGS RATIONALE Korn Ferry's CFR reflects the company's leadership position in the human resource (HR) services business and its growing scale, with roughly $2.0 billion in annual revenue. Over the years, the company has increased the revenue base and diversified its offerings beyond talent search services through strategic M&A. The ratings incorporate its expectation that debt/EBITDA will remain under 3x, with leverage as of October 2019 around 2.1x (Moody's adjusted and pro forma with the new capital structure). Several acquisitions over the years have added advisory capabilities and contributed to a growing proprietary database of benchmarking and talent development tools that offer new revenue streams and support the credit profile. However, more than half of Korn Ferry's revenue is still generated by talent search services, which are cyclical and tend to experience sudden drops in demand during economic downturns. The company's new revenue streams are less cyclical, but a decrease in demand is also expected for these services in a recession. Korn Ferry's very good liquidity position partially mitigates cyclical risks and is a key credit consideration. Korn Ferry's established brand, diversified offerings, global client network and track record provide some differentiation and competitive advantages. However, the company faces strong competition, which limits profitability and organic growth. The talent search segments have low barriers to entry and easily available online tools, such as LinkedIn, enable competition and insourcing by corporates. The need to retain and compete for key employees pressures margins. In the advisory segment, the company competes against very large global firms with deep pockets, such as Ernst & Young or McKinsey. Moody's expects management will continue to pursue adjacent HR capabilities through M&A. Ratings could be pressured if financial policies become more aggressive or the liquidity profile deteriorates. The stable outlook reflects Moody's expectation that organic revenue over the next 12-18 months will be flat due to a decelerating global economy and competitive pressure, with the professional and outsourcing segment (RPO) partially offsetting weaker advisory and executive search results. Moody's expects overall growth in the low single-digits, mainly driven by the November 2019 acquisitions. EBITDA margins are expected to trend lower towards 17% (Moody's adjusted) as Korn Ferry integrates acquisitions and growth in the executive search segment (highest margin) weakens. Leverage is expected to remain at current levels, and under 3x (Moody's adjusted) in the event of additional debt-financed M&A. Instrument ratings for the new senior unsecured notes (Ba3, LGD5) are one notch below the Ba2 corporate family rating, reflecting their junior position in the capital structure below the $650 million senior secured facility (unrated). The instrument ratings also reflect the overall Ba2-PD probability of default and the expectation for an average family recovery in a default scenario. The terms of the senior unsecured notes exclude guarantees from roughly 70% of the EBITDA generated by Korn Ferry's operating subsidiaries (closer to 50% if Moody's factors in intercompany pricing for IP). This could result in further subordination of the notes, if the company issues debt at the non-guarantor subsidiaries (which is not expected). Korn Ferry's high cyclicality makes liquidity a key consideration for the credit. Korn Ferry's speculative grade liquidity rating of SGL-1 reflects a very good liquidity profile based on a cash and equivalents balance of $464 million as of October 2019. The company also has a $145 million marketable securities balance but this is not considered available liquidity given it is held in a trust to satisfy obligations under Korn Ferry's deferred compensation plans. Moody's expects that annual cash from operations around $300 million (Moody's adjusted) will be more than sufficient to cover capital expenditures around $100 million and the roughly $25 million of dividends. Pro forma with the expected financing, Korn Ferry also has an undrawn $650 million senior secured revolving credit facility maturing in 2024, which provides ample liquidity to address seasonal and cyclical swings. The senior secured revolving credit facility is expected to include three financial covenants: a 3.0x interest coverage ratio, a 4.0x total net leverage ratio, and a 3.25x senior secured net leverage. The net leverage covenants include a $100 million cap on cash netting (all covenant metrics per the Credit Agreement definition). Moody's expects Korn Ferry will be well in compliance with its covenants over the next 12 months. The ratings could be upgraded if Moody's expects 1) increased scale and organic revenue growth, evidencing an improved competitive position; 2) reduced exposure to cyclical economic swings; 3) conservative financial policies with debt/EBITDA sustained below 2.5x (Moody's adjusted) throughout an economic cycle; and 4) strong liquidity and additional financing flexibility from a substantially unsecured capital structure. The ratings could be downgraded if Moody's expects 1) increased competition or cyclical pressure, resulting in weaker than expected organic revenue growth and lower profitability; 2) debt/EBITDA (Moody's adjusted) to be sustained above 3x; 3) liquidity deterioration as evidenced by diminished balance sheet cash compared to historical levels or the need to draw on the revolver to support operating gaps; or 4) aggressive financial policies. Korn Ferry is a global human resources and organizational consulting firm. The company operates through 3 segments: executive talent search (39% of revenue excluding November 2019 acquisitions), professional search and recruitment process outsourcing (RPO, 19% of revenue), and organizational advisory services (42% of revenue). Korn Ferry is headquartered in Los Angeles, CA and operates in 104 offices across 52 countries, with over 8,700 full-time employees. As of the 12-month period ending October 2019, Korn Ferry generated roughly $2.0 billion in revenue. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. KOSTAS TOURLOUKIS: Court Approves $288K Sale of Waukesha Property ----------------------------------------------------------------- Judge Brett Ludwig of the U.S. Bankruptcy Court for the Eastern District of Wisconsin authorized Kostas Tourloukis and Maria Tourloukis to sell their personal and real properties located at 2541 Emslie Drive, Waukesha, Wis. The properties will be sold to James and Stephanie Martin for $287,500 "free and clear" of all liens, claims, and interests, which will attach to the sale proceeds, according to the bankruptcy judge's order. About The Tourloukis Kostas Tourloukis and Maria Tourloukis sought Chapter 11 protection (Bankr. E.D. Wis. Case No. 19-21488) on Feb. 27, 2019. The Debtors tapped Evan Schmit, Esq., at Kerkman & Dunn, as their legal counsel. M/I HOMES: Moody's Affirms B1 CFR, Outlook Stable ------------------------------------------------- Moody's Investors Service affirmed M/I Homes, Inc.'s B1 Corporate Family Rating, B1-PD Probability of Default Rating, and B1 senior unsecured notes rating. The company's SGL-2 Speculative Grade Liquidity Rating remains unchanged. The outlook is stable. The following rating actions were taken: Affirmations: Issuer: M/I Homes, Inc. Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Unsecured Regular Bond/Debenture, Affirmed B1 Outlook Actions: Issuer: M/I Homes, Inc. Outlook, Remains Stable RATINGS RATIONALE M/I Homes' B1 Corporate Family Rating is supported by the company's: 1) strong market position in its key geographic markets that have good economic fundamentals; 2) solid balance sheet management and conservative financial policies; 3) well-balanced land position compared to peers; 4) focus on the first-time product for about one third of the business, including through its Smart Series offering; and 5) Moody's stable outlook on the US homebuilding industry, reflecting the expectation of supportive market fundaments over the next 12 to 18 months. At the same time, the rating is constrained by: 1) Moody's expectations that rising land, labor and materials costs and reduced pricing power of homebuilders will challenge the industry's gross margins; 2) investments in land and land development that periodically restrain cash flow from operations; 3) risks of potential shareholder friendly activities given M/I Homes available share repurchase program; and 4) broad based affordability challenges constraining growth for the homebuilding sector. The stable outlook reflects Moody's expectation that M/I Homes' performance will continue to benefit from stable operating fundamentals in the homebuilding industry. M/I Homes' SGL-2 Speculative Grade Liquidity Rating indicates that Moody's expects the company's liquidity profile over the next 12 to 18 months will be good. Liquidity is supported by the remaining availability on the company's $500 million unsecured revolving credit facility expiring in July 2021, robust compliance cushion under the financial covenants in the credit agreement, and good sources of alternate liquidity given its land supply and unsecured capital structure. The ratings could be upgraded if: -- Revenue exceeds $3 billion, while geographic diversification continues to improve and gross margin is sustained -- Adjusted homebuilding debt to book capitalization remains below 45% throughout the year -- Homebuilding interest coverage is sustained above 4.0x The ratings could be downgraded if: -- Homebuilding debt to book capitalization is sustained above 55% -- The company engages in aggressive shareholder friendly activities -- The company's liquidity profile weakens The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. Headquartered in Columbus, Ohio and formed in 1976, M/I Homes, Inc. sells homes under the M/I Homes brand, M/I Homes and Showcase Collection (exclusively by M/I Homes), the Hans Hagen brand in the Minneapolis/St. Paul, Minnesota market, and the Pinnacle Homes brand in the Detroit, Michigan market. The company has homebuilding operations in Columbus and Cincinnati, Ohio; Indianapolis, Indiana; Chicago, Illinois; Minneapolis/St. Paul, Minnesota; Detroit, Michigan; Tampa, Sarasota and Orlando, Florida; Austin, Dallas/Fort Worth, Houston and San Antonio, Texas; and Charlotte and Raleigh, North Carolina. In the twelve months ended September 30, 2019, the company generated approximately $2.4 billion in homebuilding revenues. MAGNOLIA LANE CONDOMINIUM: May Use Cash Collateral Thru Dec. 19 --------------------------------------------------------------- Judge Laurel M. Isicoff extended Magnolia Lane Condominium Association, Inc.'s authority to use cash collateral in the amount of $43,700 for the period from Nov. 19, 2019 through Dec. 19, 2019. A copy of the Second Interim Order is available at https://is.gd/Wr4MxR from PacerMonitor.com free of charge. Judge Isicoff previously authorized the Debtor to use $40,000 of cash collateral for the period from Nov. 7, 2019 through Nov. 19, 2019. A copy of the Interim Order is available for free at https://is.gd/jFMAsQ from PacerMonitor.com. Magnolia Lane had asked the Bankruptcy Court to authorize the use of cash collateral in the ordinary course of business pursuant to a budget, and to pay its proposed counsel, John Paul Arcia, P.A., to the extent allowable through the cash collateral. As adequate protection, the Debtor may grant Association Financial Services, LLC replacement liens to the same extent, priority and validity as AFS' liens existed prior to the Petition Date. Further hearing on the Motion will be held on Dec. 19, 2019 at 10 a.m. About Magnolia Lane Condominium Association Magnolia Lane Condominium Association, Inc., is a community organization based in Miami, Florida. It sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 19-24437) on October 28, 2019, in Miami, Florida. In the petition signed by Mercedes Rodriguez, vice president, the Debtor estimated between $100,000 and $500,000 in assets, and between $1 million and $10 million in liabilities. Judge Laurel M. Isicoff oversees the case. John Paul Arcia, PA is the Debtor's Counsel. MCP REAL ESTATE: Unsecureds to Get 100% If Property Sold -------------------------------------------------------- MCP Real Estate Holding, LLC filed with the U.S. Bankruptcy Court for the Southern District of West Virginia the first amended disclosure statement describing its plan. The Debtor owns a 129.7 acre tract with 6 nearly complete townhouses near Rt. 50 Clarksburg, West Virginia. The Debtor believes that they can sell the six townhomes for $1,140,000 and after reducing the costs of completing the homes pay over to First Exchange Bank at not less than $700,000 to reduce the obligation to approximately $1.2 million. The Debtor believes that they can sell real property and generate a total of $3,800,000 to pay off the first Enterprise loan and secured loan. The marketing of Old Colony should generate buyers for remaining tracks of commercial real estate in order to generate enough capital to pay off the rest of the obligation that would need to be paid in a 100 percent payout plan. The Debtor and First Exchange Bank have briefed how the proceeds form the sale of 7 acres to Simmons Crossing will be apportioned. he Debtor has filed a claim objection against Claim No. 6-1 pf Old Gold Construction, LLC, and Claim No. 7-1 of Everly Construction Management. The Debtor is exploring an action against First Exchange, and against Old Gold and Everly's General Liability Insurance. Old Gold and Everly did not finish their work even though they were paid most of their contracts. Under the Plan, First Exchange Bank, the secured creditor, will be paid to the extent allowed under Sec. 506 the value of its secured claim. The Debtor will pay First Exchange Bank the total sum of $1,851,000 with interest at the rate of 4.5% over 60 months as the sale of real property takes place at the rate of up to $20,000 per acre. First Exchange's claim may be subject to a set-off if the Debtor can advance a successful claim against them for breaches of good faith and fair dealing or disclosure of confidential information. General unsecured creditors will receive a distribution of 100% of their allowed claims over 60 months without interest, to be distributed as follows as real property is sold after allowed secured claims are paid and satisfied. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/wmy7gcs from PacerMonitor.com at no charge. About MCP Real Estate MCP Real Estate Holding, LLC, owner of a 129.7 acre tract with 6 nearly complete townhouses near Rt. 50 Clarksburg, West Virginia, filed a Chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 19-30026) on Jan. 23, 2019, listing under $50,000 in both assets and liabilities. The Debtor hired Pepper & Nason as attorney. MELKINNEY LLC: Unsecureds Creditors to Get Minimus Distribution --------------------------------------------------------------- Debtor Melkinney, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, a plan of reorganization that provides that general unsecured creditors will receive a de minimus distribution of their allowed claims, to be distributed monthly after the Effective Date on a pro rata basis from the unsecured creditor pool. General unsecured claims are not secured by property of the estate and are not entitled to priority under Sec. 507(a) of the Code. Unsecured creditors holding allowed claims will receive distributions of approximately $6,000, which sum is to be paid quarterly over a five year period. This Plan also provides for the payment of administrative and priority claims. Equity interest holders are parties who hold ownership interest (i.e., equity interest) in the Debtor. In a corporation, entities holding preferred or common stock are equity interest holders. In a partnership, equity interest holders include both general and limited partners. In a limited liability company ("LLC"), the equity interest holders are the members. Finally, with respect to an individual who is a debtor, the Debtor is the equity interest holder. Equity interest holders will retain all equity interests. The Debtor believes it will have adequate cash flow to make all required Plan payments from operational revenue. The Debtor believes that it is extremely speculative to forecast, with any degree of specificity, the cash flow figures beyond one year, let alone five years. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/ru8gxra from PacerMonitor.com at no charge. The Debtor is represented by: DeMarco Mitchell, PLLC Robert T. DeMarco Michael S. Mitchell 1255 West 15th St., 805 Plano, TX 75075 Tel: 972-578-1400 Fax: 972-346-6791 About Greenville Dough Dallas, Texas-based Greenville Dough, LLC, and its affiliates own and operate Mellow Mushroom franchise restaurants. On May 5, 2017, Chapter 11 petitions were filed by Greenville Dough, LLC (Bankr. N.D. Tex. Case No. 17-31858) and affiliates McKinney, Texas-based Melkinney, LLC (Bankr. N.D. Tex. Case No. 17-31859) and Frisco, Texas-based Quality Franchise Restaurants (Bankr. N.D. Tex. Case No. 17-31860). The petitions were signed by Monte Jensen, managing member of Greenville Dough. The cases are jointly administered under Case No. 17-31858. Greenville Dough and Quality Franchise was each estimated to have assets at between $100,000, and $500,000 and liabilities at between $1 million and $10 million. Melkinney, LLC, was estimated to have assets at between $500,000 and $1 million and liabilities at between $1 million and $10 million. Judge Barbara J. Houser oversees the cases. Robert Thomas DeMarco, Esq., at DeMarco-Mitchell, PLLC, serves as the Debtors' bankruptcy counsel. MICHAEL'S GOURMET: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Michael's Gourmet Coffee's, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use the cash collateral of TD Bank, N.A., Hanmi Bank, and Wells Fargo Equipment Finance until a final hearing on its motion. The current balance owed by the Debtor (i) to TD Bank is approximately $99,000 and the applicable interest rate as of November is 9.1%; (ii) to Hanmi Bank is approximately $90,661; and (iii) to Wells Fargo is approximately $3,000. Since the Debtor believes they are oversecured, there will be no provision for adequate protection to TD Bank and Hanmi Bank. However, the Debtor proposes to continue to pay Wells Fargo the normal payment of $283 per month. About Michael's Gourmet Coffee's Based in Pompano Beach, Florida, Michael's Gourmet Coffee's, Inc. sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 19-25705) on Nov 21, 2019, listing under $1 million in both assets and liabilities. The petition was signed by Joseph Mistretta, president. Chad T. Van Horn, Esq., is the Debtor's counsel. MINNESOTA COLLEGE: S&P Withdraws 'D' Rating on Taxable Rev. Bonds ----------------------------------------------------------------- S&P Global Ratings withdrew its 'D' rating on the $38.98 million series 2019A-1 and $24.86 million series 2019A-2 taxable revenue bonds issued by the Public Finance Authority of Wisconsin on behalf of the Minnesota College of Osteopathic Medicine (MNCOM) project. The Minnesota Medical University, LLC (MMU) was the manager of the proposed college. On Nov. 12, 2019, a bondholder distribution was made in lieu of a mandatory redemption. Funds were insufficient to meet the required redemption in full; as a result, S&P lowered its ratings on the MNCOM project to 'D' on Nov. 13, 2019. S&P is now withdrawing its 'D' rating on the MNCOM project, given that all project funds were distributed and the rating is no longer relevant to the transaction. MJJW PORTFOLIO: Chapter 11 Plan Extended to Feb. 27, 2020 Trial --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, set a Dec. 2 hearing to consider confirmation of the Chapter 11 plan of debtor MJJW Portfolio, Inc. The proceeding memo of the Dec. 2 hearing said that a trial is set for Feb. 27, 2020 at 9:30 a.m. in connection with the proposed Plan. Feb. 27 is also set as the trial date for Eugene O'Steen's motion to dismiss or convert the Debtor's Chapter 11 case. Eugene O'Steen and Samarra Durham have filed objections to the Plan. Durham objects to the Plan and Disclosure Statement because it violates the absolute priority rule. The principal of the Debtor, Marlon Wright, is the sole equity interest holder in the Debtor and will remain the same equity interest holder in the reorganized debtor pursuant to the Debtor's proposed plan. However, the Debtor is only paying unsecured creditors less than two percent of their claims. The Plan proposes to allow the Debtor to retain real estate valued at $1,270,460 with equity of at least $905,150 based on the Debtor's own disclosures. Further, the Disclosure Statement is devoid of any information on how the Debtor will obtain alternative financing or funding from third parties. About MJJW Portfolio MJJW Portfolio, Inc., owns in fee simple a night club known as Club 1828 in Tampa, Florida, with an appraised value of $730,000. It also owns in fee simple a six-unit strip mall with an appraised value of $540,000, also in Tampa, Fla. MJJW Portfolio sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-08680) on Sept. 13, 2019. In the petition signed by Marlon Wright, its president, the Debtor listed total assets at $1,270,420 and total liabilities at $384,207. Buddy D. Ford, P.A., is the Debtor's legal counsel. MLAC CASTLE ATLANTA: Seeks Court Permission to Use Cash Collateral ------------------------------------------------------------------ The MLAC Atlanta Castle, LLC seeks the Bankruptcy Court's permission to use cash collateral for ordinary and necessary operating expenses of its business. The Debtor believes that Heritage First Bank (HFB) may assert a security interest in its accounts and from revenues derived from the operation of the Debtor's real property at 87 15th Street, in Atlanta, Georgia, which is believed to be worth at least $5.75 million. The Debtor owed Heritage First Bank for pre-petition debt of approximately $2.54 million on promissory notes issued. The Debtor said there is junior secured debt of approximately $2.15 million. As adequate protection, the Debtor offers HFB a post-petition replacement lien on cash to the extent of cash collateral actually expended, and on the same assets and in the same order of priority as currently exists. The Court will consider the Motion on Dec. 17, 2019 at 1:30 p.m. About The MLAC Castle Atlanta The MLAC Castle Atlanta, LLC filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-68220) on November 12, 2019 in Atlanta, Georgia. The MLAC Castle Atlanta is a Single Asset Real Estate debtor as defined in 11 U.S.C. Section 101(51B). The Debtor estimated between $1 million and $10 million in both assets and liabilities as of the petition date. The petition was signed by Bryan Latham, manager. The Law Office of Scott B. Riddle, LLC, represents the Debtor as counsel. MT. MORRIS GROUP: Case Summary & 14 Unsecured Creditors ------------------------------------------------------- Debtor: Mt. Morris Group, L.L.C DBA North Morris Estates Manufactured Housing Community 9098 N. Saginaw Road Mount Morris, MI 48458 Case No.: 19-32883 Business Description: Mt. Morris Group, L.L.C operates mobile home/manufactured housing communities as affordable housing. Chapter 11 Petition Date: December 9, 2019 Court: U.S. Bankruptcy Court Eastern District of Michigan Debtor's Counsel: Elliot G. Crowder, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive, Suite 500 Southfield, MI 48034 Tel: (284) 354-7906 Ext. 2254 Email: ecrowder@sbplclaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mark D. Krueger, responsible person. A copy of the Debtor's list of 14 unsecured creditors is available at PacerMonitor at https://is.gd/IOnYht at no extra charge. A copy of the petition is available at PacerMonitor at https://is.gd/gcr4Qo at no extra charge. MULTICULTURAL COMMUNITY: Court Confirms Chapter 11 Plan ------------------------------------------------------- Debtor Multicultural Community Mental Health Center, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Chapter 11 Plan dated October 1, 2019, and the First Amended Disclosure Statement dated October 24, 2019. On Nov. 11, 2019, Judge Mindy A. Mora ordered that: * The Plan and the Disclosure Statement, and each of the provisions, shall be, and hereby are, approved and confirmed, provided, however, that if there is any direct conflict between the terms of the Plan and the terms of this Confirmation Order, the terms of this Confirmation Order shall control. The failure to specifically include any particular provisions of the Plan in this Confirmation Order shall not diminish or impair the efficacy of such provisions, it being understood that it is the intent of the Court that the Plan be confirmed and approved in its entity. * The Plan and its provisions shall be binding upon the Debtor, any entity acquiring or receiving property or a distribution under the Plan, and any holder of a Claim against or interest in the Debtor, including any governmental entities, whether or not the Claim or Interest of such holder is impaired under the Plan and whether or not such holder or entity has accepted the Plan. * The Debtor is authorized to execute, deliver, file or record such contracts, instruments, releases, and other agreements and documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan. * On the confirmation date of this Plan, the debtor will be discharged from any debt that arose before confirmation of this Plan, subject to the occurrence of the effective date, to the extent specified in Sec. 1141(d)(1)(A) of the Code. The Debtor is represented by Brian K. McMahon. About Multicultural Community Multicultural Community Mental Health Center, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10207) on Jan. 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Mindy A. Mora. Brian K. McMahon of BRIAN K. MCMAHON, P.A., is the Debtor's counsel. MURRAY ENERGY: Moody's Rates $350MM Term Loan 'B2' -------------------------------------------------- Moody's Investors Service assigned a B2 rating to the $350 million debtor-in-possession Term Loan of Murray Energy Corporation. The rating primarily reflects the collateral coverage available to lenders and the structural features of the DIP Term Loan. The rating on the DIP Term Loan is being assigned on a "point-in-time" basis and will not be monitored going forward and, therefore, no outlook is assigned to the rating. Assignments: Issuer: Murray Energy Corporation (DIP) Senior Secured Bank Credit Facility, Assigned B2 Outlook Actions: Issuer: Murray Energy Corporation (DIP) Outlook, Assigned No Outlook RATINGS RATIONALE The B2 rating assigned to Murray's DIP Term Loan primarily reflects the collateral coverage, which consists primarily of the company's fixed assets (predominantly coal mines). However, the rating is tempered by substantial risk associated with the coal industry, including recent weakness in coal prices and volumes across the industry, combined with an expectation for continued pressure on coal prices and volumes in 2020. These risks could result in a reduction in the value of the collateral supporting the DIP Term Loan and reduction in the company's cash flow generation with about 60% of planned production in 2020 under contract now. Therefore, Moody's estimates incorporate a wide range of scenarios, including a distressed scenario where the collateral value in the event of liquidation may not be sufficient to cover the DIP Term Loan due to further stress on market prices and ongoing secular decline in the demand for thermal coal that could limit the number of potential buyers for the company's thermal coal mines. Moody's believes that this risk is highlighted by the magnitude of planned debt reduction in the company's bankruptcy process. On October 29, 2019, Murray entered into a Restructuring Support Agreement with a majority of existing lenders that will eliminate substantially all pre-petition debt of the subsidiaries placed into bankruptcy. Participants will serve as a stalking horse bidder to acquire substantially all of the company's assets through a credit bid. Robert E. Murray will serve as Chairman of the Board of Directors of a new entity and Robert D. Moore will serve as Chief Executive Officer of the new entity. The RSA includes various milestones leading up to the company's emergence from bankruptcy. Proceeds from the DIP Loan will refinance the existing borrowings under the company's asset-based revolving credit facility and provide $250 million of new funding to support the company during bankruptcy. Structural features of the DIP Term Loan include: (i) a superpriority administrative claim status on fixed assets and $65 million current assets with the remaining current assets excluded to support an unrated DIP FILO Loan; (i) guarantees by most principal operating subsidiaries, with the exception of a few specific subsidiaries including Foresight Energy; and (iii) a covenant package that includes a minimum liquidity covenant and a minimum liquidity covenant tested on a bi-weekly basis. The DIP Term Loan will mature on July 29, 2020. The rating considers the cause of the bankruptcy filing. Murray's management responded aggressively to the ongoing secular decline in demand for thermal coal in the United States by: (i) consolidating a portion of the thermal coal industry through numerous acquisitions since inception in 1988, including buying Consolidation Coal Company from CONSOL Energy in 2013, acquiring effective control of Foresight Energy in 2015, two thermal coal mines in Colombia in 2015, three thermal coal mines in the Illinois Basin in 2018, and two metallurgical coal assets from the bankruptcy of Mission Coal in 2019; (ii) investing in coal mining assets to lower cash costs and improve competitive positioning; and (iii) incrementally restructuring its balance sheet through a series of distressed debt exchange transactions. While the company has developed a track record for acquiring and improving the operating performance of coal mines, a substantive deterioration in export prices and increasing domestic competition created a major challenge for the company, which has been operating with a highly-leveraged balance sheet that reduced financial flexibility and made it extraordinarily challenging to compete with better-capitalized companies, many of whom recapitalized through bankruptcy protection earlier in the decade and have substantially lower debt service costs. The rating also considers the nature and scope of the reorganization. Moody's expects that the company will face a complex and challenging restructuring process, including: (i) expected business restructuring; (ii) complicated capital structure with seven classes of debt with various priorities of claim; and (iii) substantial non-debt legacy liabilities, including worker's compensation, black lung, long-term disability, reclamation, and multi-employer pension plans. A significant reduction in ongoing cash outlays to fund legacy liabilities, combined with an expected elimination of certain contracts that limited the company's operating flexibility, will help the company generate stronger cash flow in the near-term. However, domestic demand for thermal coal has declined significantly over the past decade and a continuation of this trend expected through the medium term will create ongoing headwinds for the company's earnings and cash flow generation even if export pricing is strong, creating a situation where Murray and its competitors will be competing for a shrinking pool of potential customers and not always able to compete effectively in the export market. These factors limit credit quality for Murray despite diversified mining operations, good access to domestic utilities operating coal-fired power plants, and good access to export markets. While the operating and financial performance of Murray's mining assets can vary significantly based on the individual characteristics of each mining complex, Moody's principal concern is that a meaningful reduction in coal prices could make it difficult for the company to generate positive free cash flow across the enterprise without more significant restructuring compared to what is envisioned in the RSA. Environmental, social, and governance factors are important factors influencing Murray Energy's credit quality. The company is exposed to ESG issues typical for a company in the coal mining industry, including increasing global demand for renewable energy that is detrimental to demand for coal, especially in the United States and Western Europe. From an environmental perspective, the coal mining sector is also viewed as: (i) very high risk for air pollution and carbon regulations; (ii) high risk for soil and water pollution, land use restrictions, and natural and man-made hazards; and (iii) moderate risk for water shortages. Social issues include specific health risks, such as black lung disease, and typical safety issues associated with mining. Governance issues include financial policy challenges associated with a privately owned firm that will be comprised primarily of pre-petition lenders following the company's emergency from bankruptcy. Murray Energy's ESG profile includes significant exposure to legacy liabilities, including a meaningful position in the 1974 UMWA Pension Plan, though some legacy liabilities are subject to elimination during the bankruptcy process. The principal methodology used in this rating was Debtor-In-Possession Lending published in June 2018. Murray Energy Corporation is the largest privately-owned coal producer in the United States. The company was founded by its current Chairman Robert E. Murray, in 1988, and the senior management team includes family members, including newly-appointed CEO, Robert D. Moore. The company operates nineteen active mines, including Foresight Energy L.P., in five domestic coal basins -- Illinois Basin, Northern Appalachia, Central Appalachia, Warrior, and Uintah (Utah) -- and one international basin -- Colombia, and generated 76.0 million clean tons in 2018. With the recent acquisitions of Murray Maple Eagle Coal, LLC, and Murray Oak Grove Coal, LLC, Murray has the ability to produce an additional 4.0 million clean tons of metallurgical coal per year. The company has 80% voting interest in Foresight Energy GP LLC, and approximately 52% of the outstanding limited partner units in publicly-traded Foresight Energy LP (common and subordinated units). Headquartered in St. Clairsville, Ohio, Murray, including all of its subsidiary operations, generated about $3.7 billion in revenue for the twelve months ended June 30, 2019. This rating is assigned on a point-in-time basis and will be withdrawn as soon as practicable, before which it is subject to monitoring. NORTHERN MARIANA: Moody's Assigns Ba3 Issuer Rating, Outlook Neg. ----------------------------------------------------------------- Moody's Investors Service assigned an initial Ba3 issuer rating to the Commonwealth of the Northern Mariana Islands and a Ba3 to the commonwealth's planned issuance of approximately $70 million Gross Revenue Tax Bonds, Series 2019A (Taxable). A negative outlook has been assigned. RATINGS RATIONALE The Ba3 issuer rating reflects the Commonwealth's small economy, concentrated in tourism; its vulnerability to natural disasters as evidenced by the typhoons in late 2018; and a large liability resulting from past underfunding of a now-closed defined benefit pension plan. The government's financial position is strained, with narrow liquidity and a significant accumulated general fund deficit, while its expectation of future financial improvement is highly reliant on the completion of development of a single large casino. The Settlement Agreement entered into between the government and the pension plan beneficiaries in 2013, and the government's fulfillment of its payment obligations under the agreement through fiscal 2019 represent progress in addressing the pension funding issue, but the volatility of the economy and ongoing budget pressures could challenge the government's ability to fund these payment obligations over the long term. The Ba3 rating on the Gross Revenue Tax Bonds recognizes the structure which includes a first lien on the government's receipts of gross revenue taxes, but also incorporates the constraint of the government's weak general credit quality represented by the Ba3 issuer rating. RATING OUTLOOK The negative outlook reflects the significant narrowing of the government's liquidity following operating deficits in fiscal 2018 and 2019, which necessitates the current deficit financing, and uncertainty as to how quickly the government will be able to restore budget balance. FACTORS THAT COULD LEAD TO AN UPGRADE - A sustained trend of operating surpluses resulting in a reduction in the accumulated general fund deficit and improvement in the government's liquidity. - Growth and diversification of the economy. FACTORS THAT COULD LEAD TO A DOWNGRADE - Failure to return to structural balance. - Issuance of a significant amount of additional new money debt. LEGAL SECURITY The issuer rating represents the rating Moody's would assign to the CNMI's general obligation debt. The Gross Revenue Tax Bonds are secured by a first lien on the government's receipts of gross revenue taxes, excluding gross revenue taxes collected from the Imperial Pacific International Casino and certain pre-existing education tax credits. USE OF PROCEEDS Series 2019A GRT bonds are essentially a deficit financing; proceeds will be used to fund payments due to the Settlement Fund in fiscal 2020 pursuant to the terms of the Settlement Agreement, including the fiscal 2020 Minimum Payment of $43.0 million and the fiscal 2017 Alternative Payment of Greater Amount of $17.7 million. PROFILE The Northern Mariana Islands consists of a volcanic archipelago of 14 islands north of Guam. The population of approximately 50,000 is concentrated almost entirely on three islands--Saipan, Tinian and Rota-with most of the population on Saipan. It is a commonwealth of the United States with its own constitution; its citizens are US citizens. METHODOLOGY The principal methodology used in the long-term issuer rating was US States and Territories published in April 2018. The principal methodology used in the special tax rating was US Public Finance Special Tax Methodology published in July 2017. NULIFE MULHOLLAND: Allowed to Use Cash Collateral Through Feb. 19 ----------------------------------------------------------------- Judge Martin Barash of the U.S. Bankruptcy Court for the Central District of California authorized NuLife Mulholland LLC to use cash collateral to pay all of the expenses set forth in the Budget for the interim period from the inception of the case until Feb. 19, 2020. The final hearing on the Cash Collateral Motion will be held on Feb. 19, 2020 at 1:30 p.m. The Debtor is also authorized deviate from the total expenses contained in the Budget by no more than 20% on a line by line basis without the need for further Court order. To the extent of the Debtor's use of cash collateral during the Budgeted Period, the Secured Claimants are granted a replacement lien upon all postpetition assets of the Debtor's estate with such replacement liens to have the same extent, validity and priority as the Secured Claimant's lien upon the Debtor's prepetition assets. The Debtor is directed to file a brief and supplemental declaration updating its actual income and expense records through Jan. 31, 2020. About NuLife Mulholland LLC NuLife Mulholland LLC owns and operates an addiction treatment center in California. The Company owns in fee simple 11.2 acres with 7400 square foot house and 800 square foot guest house located in Calabasas, California having an appraised value of $7 million. The Company also owns in fee simple a two-acre lot with small vineyard valued at $750,000. NuLife sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12407) on Sept. 24, 2019. In the petition signed by its managing member, John D. Meints, Jr., the Debtor disclosed $8,028,177 in assets and $5,180,697 in debts. Judge Martin R. Barash is assigned to the case. The Law Offices of Robert M. Yaspan serves as the Debtor's counsel. OAKLEY GRADING: Hughes Renews Objections to Trustee's Plan ---------------------------------------------------------- Jamie Hughes and Jonathan Hughes filed renewed objections to the Trustee's Disclosure Statement for Second Amended Plan of Reorganization for Oakley Grading and Pipeline LLC. The Hughes Brothers are two of the three equity interest holders of debtor Oakley Grading and Pipeline, LLC. The Hughes Brothers are also creditors of the Debtor. The Hughes Brothers have reviewed the Disclosure Statement and the accompanying Second Amended Plan of Reorganization for the Debtor Proposed by the Chapter 11 Trustee and assert that the Plan is patently unconfirmable and the Disclosure Statement does not contain adequate information as required pursuant to Section 1125 of the Bankruptcy Code. According to the Hughes Brothers, the Plan is patently unconfirmable because it violates 11 U.S.C. Sec. 1129(a)(1), which requires that a plan comply with applicable provisions of Title 11. They argue that the Plan violates Title 11 in the following respects: (a) The Plan proposes a sale of assets contrary to 11 U.S.C. Sec. 363(k), insofar as it proposes to allow Joseph Oakley to credit bid an unsecured claim for the purchase of the Debtor's assets. Although the Trustee's amendments to the Plan remove the Trustee's explicit use of the phrase "credit bid," the Trustee continues to allow Oakley to exchange his claim for significant assets of the Debtor. (b) The Plan proposes treatment of creditors which violates the priority scheme of Title 11 and the absolute priority rule. By allowing Joseph Oakley to credit bid the amount of an unsecured claim, or to otherwise receive valuable assets of the Debtor in exchange for his unsecured claim, Joseph Oakley would receive greater value than he is entitled to receive for his claim, at the expense of other claimants. Moreover, Oakley would receive this value sooner than other claimants would be paid on their claims. Such treatment is in violation of 11 U.S.C. Sec. 1129(b)(2)(B). (c) The Plan, Article 10.4, provides that the Debtor will receive a discharge; however, Debtor is not entitled to a discharge pursuant to 11 U.S.C. Sec. 1141(d)(3). (d) The Plan unfairly discriminates between unsecured creditors in violation of 11 U.S.C. § 1129(b). The Hughes Brothers point out that the Plan is unconfirmable because Creditors will not vote to accept the Plan, and the Plan does not provide Creditors with value, as of the effective date of the Plan, that is not less than the amount Creditors would receive in Chapter 7 liquidation. Attorneys for Jonathan Hughes and Jamie Hughes: John A. Christy Jonathan A. Akins Schreeder, Wheeler & Flint, LLP 1100 Peachtree Street, N.E., Suite 800 Atlanta, Georgia 30309-4516 Tel: (404) 681-3450 Fax: (404) 681-1046 E-mail: jchristy@swfllp.com jakins@swfllp.com About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. On May 9, 2017, the Superior Court of Henry County appointed Oakley's hired expert in the Henry County Litigation, The Hartman Firm, LLC, as receiver over the Debtor. On April 9, 2018, the receiver caused the Debtor to file a petition for relief under Chapter 11 of Title 11 of the United States Code, initiating a Chapter 11 case (Bankr. N.D. Ga. Case No. 18-10743). In the petition signed by Vic Hartman, receiver, the Debtor was listed to have $305,729 in total assets and $2.56 million in total liabilities. Kathleen G. Furr, Esq., and Kevin A. Stine, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., serve as the Debtor-Receiver's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann as Chapter 11 trustee for the Debtor. The Chapter 11 Trustee hired Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. PALM HEALTHCARE: Dec. 19 Hearing on Disclosure Statement -------------------------------------------------------- The Bankruptcy Court has set a hearing to consider approval of the Disclosure Statement of Palm Healthcare Company, Inc., on Dec. 19, 2019 at 10:30 a.m., in United States Bankruptcy Court, 1515 North Flagler Drive, Courtroom B, 8th Floor, West Palm Beach, Florida 33401. The last day for filing and serving objections to the Disclosure Statement is on Dec. 12, 2019. Attorney for the Debtor: Robert C. Furr Alvin S. Goldstein 2255 Glades Rd #301E Boca Raton, FL 33431 Phone: (561) 395-0500 Fax: (561) 338-7532 E-mail: ltitus@furrcohen.com agoldstein@furrcohen.com About Palm Healthcare Co. Palm Healthcare Company -- http://palmhealthcare.com/-- owns and operates an addiction treatment center in Delray Beach, Florida. The Company's treatment programs are structured as a combination of 12-Step model, cognitive therapy, behavioral therapy, holistic modalities and aftercare services. Palm Healthcare Company (Bankr. S.D. Fla. Case No. 19-19156) and affiliates Palm Partners, LLC (Bankr. S.D. Fla. Case No. 19-19161), Interloc Properties, LLC (Case No. 19-19163), and Miami Real Estate Trust, LLC (Case No. 19-19164), sought Chapter 11 protection on July 11, 2019. The cases are assigned to Judge Erik P. Kimball. In the petitions signed by Peter Harrigan, president, Palm Partners was estimated to have assets in the range of $0 to $50,000, and $1 million to $10 million in debt; and Palm Healthcare was estimated to have assets and liabilities in the range of $0 to $50,000. The Debtors tapped Robert C. Furr, Esq., at Furrcohen P.A., as counsel. PARK MONROE: Unsecured Creditors to Get 30% in Sale Plan -------------------------------------------------------- Debtor Northeast Brooklyn Partnership submitted a memorandum of law in support of confirmation of its Amended Chapter 11 Plan dated Oct. 28, 2019. The Debtor seeks confirmation of the Plan and believes that the terms of the Plan are fair to all creditors and the Plan satisfies each of the relevant provisions of section 1129 of the Bankruptcy Code necessary for confirmation. Under the Plan, the Debtor will sell its Property in order to generate "implementation funds" to provide a return to its creditors. The funds will be distributed in order of priority. The sale will yield proceeds sufficient to fund all Allowed Secured, Administrative and Priority Claims in full, and allow for a return on Allowed Unsecured Claims, subject to certain limitations. Under the Plan, all Allowed Unsecured Claims will be, based on certain assumptions, paid an estimated Cash distribution of approximately 30 cents on the dollar. The Debtor's Property will be sold to a purchaser that has City approval, and all tenant leases will be assumed and assigned to the Purchaser. The Plan has the support of both key constituents – the City (the lead Secured Creditor) and the Represented Tenants – and no objections have been filed. A full-text copy of the Memorandum of Law is available at https://tinyurl.com/rfohfkw from PacerMonitor.com at no charge. The Debtor is represented by: ARCHER & GREINER, P.C. Allen G. Kadish Harrison H.D. Breakstone 630 Third Avenue New York, New York 10017 Tel: (212) 682-4940 E-mail: akadish@archerlaw.com hbreakstone@archerlaw.com About Park Monroe Housing Development Park Monroe Housing Development Fund Corporation is a not-for-profit and tax-exempt corporation that develops a housing project for persons of low income, pursuant to Section 573 of Article XI of the New York Private Housing Finance Law. The Company's primary tangible assets are located at 477 Saratoga Avenue a/k/a 1352-1354 East New York Avenue, Brooklyn, N.Y.; 1350 Park Place, Brooklyn, N.Y.; 180 Grafton Street, Brooklyn, N.Y.; 257 Mother Gaston Boulevard, Brooklyn, N.Y.; and 249-251 Mother Gaston Boulevard, Brooklyn, N.Y. 984-988 Greene Avenue Housing Development Fund is a not-for-profit corporation whose tangible assets are properties located at 984-988 Greene Avenue, Brooklyn, N.Y. Its assets are used consistent with its charitable purposes of providing affordable housing units for families of low income in the central sections of Brooklyn, N.Y. Northeast Brooklyn Partnership is a for-profit partnership whose primary tangible assets are properties located at 409 Kosciuszko Street, Brooklyn, N.Y.; 403 Kosciuszko Street, Brooklyn, N.Y.; 399 Kosciuszko Street, Brooklyn, N.Y.; 397 Kosciuszko Street, Brooklyn, N.Y.; 675 Halsey Street, Brooklyn, N.Y.; and 671 Halsey Street, Brooklyn, N.Y. Park Monroe and its affiliates sought Chapter 11 protection (Bankr.E.D.N.Y. Case Nos. 19-40820 to 19-40823) on Feb. 11, 2019. The petitions were signed by Jeffrey E. Dunston, president and CEO. At the time of filing, the Debtors were each estimated to have assets and liabilities under $10 million. The Debtors are represented by Allen G. Kadish, Esq., of Archer & Greiner, P.C. PARKINSON SEED: Compeer Resolving Disclosure Issues With Debtor --------------------------------------------------------------- Compeer Financial, FLCA, formerly known as AgStar Financial Services, FLCA, filed its conditional objection to the disclosure statement for SummitBridge National Investments VI LLC's proposed Chapter 11 plan for Parkinson Seed Farm, Inc., dated Oct. 11, 2019. Since the date that SB filed its Disclosure Statement and Plan of Reorganization, both Compeer and SB have had discussions and negotiations regarding the adequacy of the SB Disclosure Statement under 11 U.S.C. Section 1125, and the substantive provisions of the Plan. Compeer is relatively sure that all issues regarding the adequacy of the Disclosure Statement can be resolved before the hearing thereon. Nevertheless, Compeer files this Conditional Objection to identify possible outstanding issues, so as to negotiate Disclosure Statement issues prior to the hearing. To date Compeer and SB have resolved the following issues: * Compeer and SB both agree that SB probably holds an allowed administrative claim for $450,000—the sum of the unpaid adequate protection payments under the 2018 cash collateral order. Both have further agreed that SB may also have additional administrative claims as well, depending on the financial outcome of the farm year 2019. * Both Compeer and SB have stipulated that their post-confirmation rates of interest shall be the contractual rate already reflected in existing loan documents. The DS and Plan will be amended accordingly. * The DS and Plan currently provide that SB shall fund a cover crop for the Home Place and other farms parcels, so as to avoid the expense of a potato crop while preserving the going concern value of the farm properties. The DS and Plan will be amended to allow the Plan Administrator to also rent any such properties to a third party, for cash rent, with the written consent of SB and Compeer. A full-text copy of the objection is available at https://tinyurl.com/v6rp84h from PacerMonitor.com at no charge. Compeer Financial is represented by: Randall A. Peterman GIVENS PURSLEY LLP 601 W. Bannock Street Post Office Box 2720 Boise, Idaho 83701-2720 Telephone (208) 388-1200 Facsimile (208) 388-1300 E-mail: rap@givenspursley.com About Parkinson Seed Farm Located in Saint Anthony, Idaho, Parkinson Seed Farm, Inc. -- http://www.parkinsonseedfarm.com/-- farms approximately 7,200 acres of potatoes. It raises seed potatoes, hard red and hard white wheat, as well as a small amount of alfalfa (mostly to feed horses for recreational purposes). The company raises 11 of what it considers to be more mainstream varieties such as the Russet Burbank, Ranger, three different line selections of Russet Norkotah, white varieties such as Cal Whites and Atlantics, and reds like the Dark Red Norland. The company was founded in 1937. Parkinson Seed Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15, 2018. In the petition signed by Dirk Parkinson, president, the Debtor disclosed $6.11 million in assets and $26.92 million in liabilities. Judge Joseph M. Meier oversees the case. Parkinson Seed Farm hired Robinson & Associates as its legal counsel. Henri LeMoyne of LeMoyne Realty & Appraisals is the Debtor's realtor. PARKINSON SEED: Walters-Jeppesen Objects to Disclosure & Plan ------------------------------------------------------------- Creditors Walters & Walters, A Joint Venture; Walters Osgood Farms, Joint Venture; Aristocrat Farms, and Jeppesen Brothers Ranch (collectively Walters-Jeppesen) join in Compeer's objection to the Disclosure Statement for Summitbridge National Investments VI LLC's Chapter 11 Plan of Liquidation filed Oct. 11, 2019. In addition to the arguments put forth in Compeer's Objection, Walters-Jeppesen further add as follows: * Exhibit 1 to the Disclosure Statement is Summitbridge’s proposed Liquidating Plan. Under the Disclosure Statement and Liquidating Plan, the Plan Administrator is given a great deal of power over the administration of the Liquidating Plan, including authority over the disposition of claims against the estate. As defined in the Liquidating Plan, the identity of the Plan Administrator is blank. Given the power and duties of the Plan Administrator, his/her identity is an important piece of information. * Walters-Jeppesen have had some discussions, and have shared information, with Summitbridge regarding this issue, but have not yet had the opportunity to reach a decision as to the allowance of Walters-Jeppesen's claims. Therefore, Walters-Jeppesen is objecting out of an abundance of caution in order to reserve their rights with respect to such. The Creditors are represented by: Robert J. Maynes Stephen K. Madsen MAYNES TAGGART PLLC P.O. Box 3005 Idaho Falls, ID 83403 Telephone: (208) 552-6442 Facsimile: (208) 524-6095 E-mail: rmaynes@maynestaggart.com smadsen@maynestaggart.com About Parkinson Seed Farm Located in Saint Anthony, Idaho, Parkinson Seed Farm, Inc. -- http://www.parkinsonseedfarm.com/-- farms approximately 7,200 acres of potatoes. It raises seed potatoes, hard red and hard white wheat, as well as a small amount of alfalfa (mostly to feed horses for recreational purposes). The company raises 11 of what it considers to be more mainstream varieties such as the Russet Burbank, Ranger, three different line selections of Russet Norkotah, white varieties such as Cal Whites and Atlantics, and reds like the Dark Red Norland. The company was founded in 1937. Parkinson Seed Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15, 2018. In the petition signed by Dirk Parkinson, president, the Debtor disclosed $6.11 million in assets and $26.92 million in liabilities. Judge Joseph M. Meier oversees the case. Parkinson Seed Farm hired Robinson & Associates as its legal counsel. Henri LeMoyne of LeMoyne Realty & Appraisals is the Debtor's realtor. PHYTO-PLUS INC: Seeks Access to Cash Collateral ----------------------------------------------- Phyto-Plus, Inc., asks the Bankruptcy Court for the Middle District of Florida to authorize the use of cash collateral nunc pro tunc to the Petition Date to pay operating expenses pursuant to a budget, in order to remain in business. The budget provides for $5,538.78 in cost of goods sold, and $15,799 in total operating expenses, for the month of December 2019. A copy of budget is available at https://is.gd/IhqTkl from PacerMonitor.com free of charge. As adequate protection, the Debtor offers secured creditors post-petition replacement lien(s) to the same extent, validity and priority as existed pre-petition. The Secured Creditors are CHTD Company and CT Corporation System, which the Debtor believes are agents for Paypal/WebBank and Ascentium Capital. As of the Petition Date, the Debtor owes Paypal $21,552.13, and Ascentium $16,621.22. Preliminary hearing on the Motion is set for December 11, 2019 at 9:30 a.m. About Phyto-Plus, Inc. Phyto-Plus, Inc., sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-10837) on November 14, 2019 in Tampa, Florida. Buddy D. Ford, P.A., represents the Debtor as counsel. PINE CREEK MEDICAL: CMR Partners Objects to Disclosure Statement ---------------------------------------------------------------- CMR Partners, Ltd., a creditor of debtor Pine Creek Medical Center, LLC, objects to approval of Debtor's Disclosure Statement regarding its Chapter 11 Plan of Reorganization dated Sept. 20, 2019, and represents as follows: * Approval of the Disclosure Statement should be denied because it does not contain adequate information and the Plan is patently unconfirmable. * The Debtor's liquidation analysis is thin and fails to outline for creditors what their recovery may be in chapter 7 liquidating. In addition to showing that the "best interest of creditors" test can be met, a full liquidation analysis is necessary so that creditors can analyze the alternative to confirmation, including conversion to chapter 7. * The Debtor should also be required to give further explanation of why a chapter 7 trustee who certainly has experience collecting medical receivables will be less capable of collecting and liquidating the Debtor's receivables than the proposed Liquidating Trustee. * The Disclosure Statement does not contain any explanation or information on the recovery or collection of the Debtor’s accounts receivable, including how much of the accounts receivable have been collected post-petition, how much remains, how much the Debtor anticipates the Liquidating Trustee to collect, and when it anticipates to collect those accounts receivable. * The Debtor's Plan of reorganization is patently unconfirmable because it fails to meet several of the requirements of Section 1129 of the Bankruptcy Code. Where a plan is not confirmable on its face, a bankruptcy court may deny approval of the disclosure statement. A full-text copy of the Objection is available at https://tinyurl.com/tmnhy6k from PacerMonitor.com at no charge. CMR Partners is represented by: Jason P. Kathman Brandon J. Tittle PRONSKE & KATHMAN, P.C. 2701 Dallas Parkway, Suite 590 Plano, Texas 75093 Telephone: 214.658.6500 Facsimile: 214.658.6509 E-mail: jkathman@pronskepc.com E-mail: btittle@pronskepc.com -- and – Edward Jason Dennis LYNN PINKER COX HURST LLP 2100 Ross Ave., Suite 2700 Dallas, Texas 75201 Tel: (214) 981-3800 Fax: (214) 981-3839 E-mail: jdennis@lynnllp.com About Pine Creek Medical Center Pine Creek Medical Center, LLC, owns and operates a general medical and surgical hospital. Pine Creek Medical Center filed a Chapter 11 bankruptcy petition(Bankr. N.D. Tex. Case No. 19-33079) in Dallas, Texas, on Sept. 13, 2019. In the petition signed by CRO Mark D. Shapiro, the Debtor was estimated to have assets at $1 million to $10 million and liabilities at $10 million to $50 million. Judge Harlin DeWayne Hale oversees the case. HUSCH BLACKWELL, LLP, is the Debtor's counsel. PSK PROPERTIES: Court Okays $3.8M Sale of Fort Worth Property -------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas approved the sale of PSK Properties Investment, LLC's real property to Virginia and Jordan, LLC for $3.825 million. The property located at 4561 Heritage Trace Parkway, Fort Worth, Texas, will be sold "free and clear" of all liens, claims and encumbrances, which will attach to the sale proceeds, according to the bankruptcy judge's order. PSK Properties' real estate broker will get a commission of 3 percent of the gross sale price. A copy of the sale contract is available at https://tinyurl.com/sve8tgo from PacerMonitor.com free of charge. 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. PUSHMATAHA COUNTY: Amends Plan for Adjustments of Debts ------------------------------------------------------- Debtor Pushmataha County - City of Antlers Hospital Authority filed with the U.S. Bankruptcy Court for the Eastern District of Oklahoma a disclosure statement with respect to its First Amended Chapter 9 Plan. The Authority filed its Plan for the Adjustments of Debts of the Pushmataha County - City of Antlers Hospital Authority on Sept. 27, 2019. Class 4 General Unsecured Convenience Claims consists of the holders of general unsecured claims against the Hospital that are equal to or less than $1,000, and holders of general unsecured claims in excess of $1,000 who elect to reduce the amount of their general unsecured allowed claims to $1,000. Holders of an allowed Class 4 claim will be paid 70% of their Class 4 allowed claim. Class 5 General Unsecured Claims (owed a total of $3,690,908) will each receive an annual pro rata share of one-time class payment in the sum of $50,000 to be distributed within 60 days of the Effective Date, and five annual payments to be paid on or before June 1 of each year, the first of which to be on or before June 1, 2021, and the final on or before June 1, 2025. Class 6 Tort Claims consists of the holders of any tort claims asserted against the Hospital for which there is any general liability insurance coverage and the holders of any employment claims asserted against the Hospital for which there is any insurance coverage. If there is no general liability Insurance Coverage for any aspect of the tort claim, the tort claim will be treated as a Class 5 Claim. Class 6 is impaired and therefore is entitled to vote to accept or reject the Plan. As of the Petition Date, the Authority projected that its non-priority unsecured prebankruptcy debt are in the approximate amount of $3,690,907.66. In the event that the Authority amends its List of Claims (a) to designate a claim as contingent, disputed, undetermined or unliquidated, (b) to change the amount of any claim reflected therein, or (c) to add a Claim which was not disclosed in the original list, then the Authority will notify the affected holder of such amendment and such affected holder will have 20 days after such notification within which to file a proof of claim. The Authority will pay or cause to be paid all allowed claims in cash from Service Revenues, City Sales Tax proceeds, or County Sales Tax proceeds, except for the Annual Payments. Each of the five Annual Payments to be paid to the Allowed Class 5 Claims shall be paid solely from net SHOPP funds received by the Authority, if any, on account of the Hospital A full-text copy of the Amended Plan is available at https://tinyurl.com/w4av27x from PacerMonitor.com at no charge. The Debtor is represented by: J. Clay Christensen Jeffrey E. Tate Christensen Law Group, P.L.L.C. The Parkway Building 3401 N.W. 63rd Street, Suite 600 Oklahoma City, Oklahoma 73116 Tel: (405) 232-2020 Fax: (405) 228-1113 E-mail: clay@christensenlawgroup.com jeffrey@christensenlawgroup.com About Pushmataha County Pushmataha County - City of Antlers Hospital Authority is a public trust that operates Pushmataha Hospital located in Antlers, Oklahoma. Pushmataha County and the City of Antlers jointly created the Authority for charitable purposes under a 1980 Trust Indenture pursuant to the provisions of Title 60, Oklahoma Statutes 1971, Section 176 to 180.3. The Hospital is a 25 bed, general medical hospital that is located at 510 E Main Street, Antlers, Oklahoma 74523. It is a one-story building that was originally builtin 1965,and has 34,730 square feet. The site area upon which the Hospital is located is 121,522 square feet.The Hospital is devoted to improving the health and quality of life for Oklahomans by providing exceptional patient care that is compassionate and cost effective. Pushmataha County - City of Antlers Hospital Authority filed a Chapter 9 petition (Bankr. E.D. Okla. Case No. 16-81001) on Sept. 23, 2016. In the petition signed by David Smith, chairman, the Debtor was estimated to have assets of up to $50,000 and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Jeffrey E. Tate, Esq., at Christensen Law Group, P.L.L.C. PVM ELECTRIC: Asks Court to Extend Exclusivity Period to March 2 ---------------------------------------------------------------- PVM Electric, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusivity period to propose a Chapter 11 plan to March 2, 2020, and the period to solicit acceptances for the plan to April 27, 2020. The company also proposed to move the deadline to file a plan and disclosure statement to March 2, 2020. PVM Electric said it needs additional time to establish a clearer track record of income and expenses, and resolve claims of creditors in order to formulate a feasible plan. About PVM Electric LLC PVM Electric LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-15977) on May 3, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of less than $1 million. The case has been assigned to Judge Erik P. Kimball. The Debtor is represented by Aaron A. Wernick, Esq., at Furrcohen P.A. No official committee of unsecured creditors has been appointed in the Debtor's bankruptcy case. RAIT FUNDING: Targeting Jan. 22 Hearing on Exit Plan ---------------------------------------------------- RAIT Funding, LLC and certain of its affiliates filed a motion for entry of an order approving the Disclosure Statement for Debtors' Joint Chapter 11 Plan. The Debtors propose that the Court establish December 3, 2019, as the record date for purposes of determining the holders of Claims and Interests in and whether Claims have been properly assigned or transferred to an assignee. The Debtors request that the Court establish January 10, 2020, at 4:00 p.m. (prevailing Eastern Time) as the deadline by which all Ballots must be properly executed, completed, delivered to and actually received by the Voting Agent in order to be counted for Plan voting purposes. The Debtors propose that the date of the Confirmation Hearing to consider Confirmation of the Plan be on or about January 22, 2020. Such date will give the Debtors sufficient time to solicit votes on the Plan and to provide adequate notice of the Confirmation Hearing to all parties in interest. The Debtors propose that the Court fix January 10, 2020, at 4:00 p.m. (prevailing Eastern Time) as the deadline for filing and serving written objections to Confirmation of the Plan. The Debtors further propose that they, or any other party supporting Confirmation of the Plan, be afforded an opportunity to file a response to any Plan Objections no later than January 20, 2020 at 4:00 p.m. (prevailing Eastern Time), which is two (2) days prior to the date of the proposed Confirmation Hearing. A full-text copy of the Motion is available at https://tinyurl.com/srdvemf from PacerMonitor.com at no charge. About RAIT Funding RAIT -- https://www.rait.com/ -- is an internally-managed real estate investment trust focused on managing a portfolio of commercial real estate loans and properties. RAIT Funding, LLC and its affiliates, including RAIT Financial Trust, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11915) on Aug. 30, 2019. At the time of the filing, the Debtors were estimated to have assets of between $100 million and $500 million, and liabilities of the same range. The cases are assigned to Judge Brendan Linehan Shannon. The Debtors tapped Drinker Biddle & Reath LLP as bankruptcy counsel; UBS Securities LLC as investment banker; M-III Partners L.P. as restructuring and financial advisor; Ledgewood PC as tax counsel; and Epiq Corporate Restructuring, LLC as claims and noticing agent. RITE AID: Moody's Affirms Caa1 CFR, Outlook Negative ---------------------------------------------------- Moody's Investors Service upgraded Rite Aid Corporation's Probability of Default rating to Caa1-PD from Caa3-PD and appended the PDR with the "/LD" designation. Moody's will remove the "/LD" designation from the company's PDR after three days. There is no change in the company's SGL-3 speculative grade liquidity rating. All other ratings are affirmed and the outlook remains negative. The company recently completed its previously announced cash tender offers to purchase up to $100 million aggregate principal amount of its senior unsecured notes due 2027 and 2028 which followed its announced $84.1 million debt repurchase from a private noteholder. Moody's has deemed the conclusion of the tender offer and debt repurchase as a distressed exchange. Upgrades: Issuer: Rite Aid Corporation Probability of Default Rating, Upgraded to Caa1-PD /LD from Caa3-PD Affirmations: Issuer: Rite Aid Corporation Corporate Family Rating, Affirmed Caa1 Senior Secured Bank Credit Facility, Affirmed B2 (LGD2) Senior Secured Bank Credit Facility, Affirmed Caa1 (LGD4) Senior Unsecured Regular Bond/Debenture, Affirmed Caa3 (LGD6) Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Rite Aid Corporation Outlook, Remains Negative RATINGS RATIONALE Rite Aid's Caa1 rating incorporates it's weak market position as it lacks the scale or the balance sheet to compete effectively with much larger and well capitalized competitors like CVS Health and Walgreens Boots Alliance, Inc. in the changing pharmacy landscape as scale has become increasingly more important in the competitive pharmacy sector. Prior to October 2018, Rite Aid's focus for about 3 years had been on its sale, first to Walgreens which was scuttled by the FTC and then to Albertsons which was terminated as majority of its shareholders were expected to reject the deal. Rite Aid did sell about half its stores and a couple of distribution centers to Walgreens for about $4.375 billion and used the proceeds to repay debt. However, in the midst of all this deal making the operating performance of the company faltered as customers had no incentive to sign new contracts with Envision and the number of prescriptions filled at Rite-Aid declined. The company was also unable to offset reimbursement rate declines with generic purchasing efficiencies. Therefore EBITDA and free cash flow has declined significantly resulting in deteriorating credit metrics. The rating also incorporates the possibility of further distressed exchanges. Moody's expects Rite Aid's lease adjusted debt/EBITDA to remain high at about 6.0x at the end of this fiscal year ending February 2020, despite recent debt repurchases. Moody's expects at best only a modest improvement in leverage in next 12 months given the competitive pressures Rite Aid is facing. The rating also reflects the company's modest free cash flow and weak interest coverage with EBIT/interest below 1.0 times in the next 12 months. Positive ratings consideration is given to Moody's expectation that new management will focus on cost reduction, inventory rationalization, store remodels, growth in the Envision RX traditional PBM business, increase the level of script growth through increased traffic and file buys and strategically target participation in limited and preferred networks to boost revenue, earnings and free cash flow. Rite Aid's adequate liquidity, and the relative stability and positive longer term trends of the prescription drug industry are other positive rating considerations. Rite-Aid's rating takes into consideration increasing social risks stemming from changing consumer preferences and spending patterns. The retail environment has been undergoing a structural shift toward e-commerce which has increased pressure on retailers. The rating also takes into consideration the litigation risk associated with prescription drug usage especially Opioids. Financial policies of the company have remained balanced with the company using cash received from asset sales to repay debt. The negative outlook reflects the uncertainty in management's ability to improve operating performance and credit metrics in the next 12 months given the current competitive business environment in the pharmacy sector and the much larger and well capitalized peers in this space. An upgrade would require Rite Aid's, operating performance to improve or absolute debt levels to fall such that the company demonstrates that it can maintain debt/EBITDA below 6.0 times and EBIT to interest expense above 1.0 times. In addition, a higher rating would require Rite Aid to continue to maintain at least an adequate liquidity profile, including modestly positive free cash flow. Ratings could be downgraded should the likelihood of a default increase for any reason or if Rite Aid experiences a decline in revenues or earnings or increases debt such that debt/EBITDA is likely to remain above 7.0 times and EBIT to interest expense is likely to remain below 1.0 times. Ratings could also be downgraded should liquidity weaken including free cash flow remaining negative or the company does not get any traction on new PBM contracts or if prescription volumes decline. Rite Aid Corporation operates 2,464 drug stores in 18 states. It also operates a full-service pharmacy benefit management company (Envision Rx). Revenues are about $22 billion. The principal methodology used in these ratings was Retail Industry published in May 2018. ROBINSON AEROSPACE: Taps Hayward & Associates as Bankr. Counsel --------------------------------------------------------------- Robinson Aerospace, Inc., and Robinson Aircraft Interiors, Inc., seek permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Hayward & Associates PLLC as general bankruptcy counsel. Melissa S. Hayward will lead the engagement. Hayward & Associates was retained by the Debtors in October 2019 to assist the Debtors in preparing to file their voluntary bankruptcy petitions. To cover the costs and expenses of preparing the documents related to this bankruptcy case and the firm's prepetition legal services, the Debtors paid $20,000 as a retainer to the firm. Hayward & Associates withdrew $10,179 from the retainer pre-petition to pay for its prepetition services rendered to the Debtors and the chapter 11 filing fees. The remaining retainer amount will be held as security against post-petition fees and expenses, as approved by orders of the Court. Compensation will be payable to Hayward & Associates on an hourly basis, plus reimbursement of actual, necessary expenses incurred by the firm. The current hourly rates are: Melissa Hayward $400 Associates $250-$275 Paralegal $175 The firm may be reached at: Melissa S. Hayward, Esq. Kyle Bear, Esq. Jamie Kirk, Esq. HAYWARD & ASSOCIATES PLLC 10501 North Central Expy., Suite 106 Dallas, TX 75231 Tel: (972) 755-7100 Fax: (972) 755-7110 Email: MHayward@HaywardFirm.com KBear@HaywardFirm.com JKirk@HaywardFirm.com About Robinson Aerospace Robinson Aircraft Interiors, Inc. -- http://robinsonair.com/-- is an aircraft interior fabrication and refurbishment company. The Company manufactures interior monuments, upholsters complete interiors, and fabricates structural/decorative interior sheet metal and machined components. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 19-44385 and 19-44386) on October 30, 2019. The Hon. Edward L. Morris oversees the cases. In their petitions, the Debtors estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petitions were signed by Jeff Robinson, president. The Debtors are represented by Melissa S. Hayward, Esq., at Hayward & Associates PLLC. ROMANS HOUSE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Romans House, LLC dba Tandy Village Assisted Living 2601 Tandy Avenue Forth Worth, TX 76103 Case No.: 19-45023 Business Description: Romans House, LLC operates a continuing care retirement community and assisted living facility for the elderly. Chapter 11 Petition Date: December 9, 2019 Court: U.S. Bankruptcy Court Northern District of Texas Judge: Hon. Edward L. Morris Debtor's Counsel: Robert DeMarco, Esq. DEMARCO MITCHELL, PLLC 1255 West 15th Street 805 Plano, TX 75075 Tel: (972) 578-1400 Email: robert@demarcomitchell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rhoda Salvador, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors, is available at PacerMonitor at https://is.gd/OdhKVN at no extra charge. RR3 RESOURCES: Hires Marshall Grant as Bankruptcy Counsel --------------------------------------------------------- RR3 Resources LLC and Recycling Revolution LLC seek permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ the firm Marshall Grant, PLLC as counsel for the Debtors. The professional services the Firm will render are: a. Give advice to the Debtors with respect to their powers and duties as Debtor-in-possession; b. Advise the Debtors with respect to their responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. Prepare motions, pleadings, objections, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. Protect the interests of the sDebtor in all matters pending before the Court; and e. Represent the Debtors in negotiations with creditors in the preparation of a plan. The Debtors agree to pay Marshall Grant, PLLC $15,783 plus $1,717 for the cost of the filing fee. The representation shall include the preparation and filing of the Petitions, Schedules and Statement of Financial Affairs and legal advice regarding Chapter 11 Bankruptcy and preparing filings related to same. The Debtors agree to pay Joe M. Grant an hourly rate of $400. The hourly rates of other attorneys that may assist with this case may range from $250-$400 per hour, while paralegal rates are $100-$135 per hour. Marshall Grant, PLLC attests that none of its attorneys has any connection with the creditors or other parties in interest or its respective attorneys. None of these attorneys nor the law firm represents any interest adverse to the Debtor. The firm may be reached at: Joe M. Grant, Esq. MARSHALL GRANT, PLLC 197 South Federal Highway, Suite 200 Boca Raton, FL 33432 Tel: 561-361-1000 Fax: 561-672-7581 Email: jgrant@marshallgrant.com About Recycling Revolution Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/-- is a recycling company specializing in low end, contaminated, and hard to handle materials. Recycling Revolution purchases all types of plastic, metal and electronic waste, including HDPE bottles, PET bottles, commingled bottles, and HDPE mixed rigid bottles. Recycling Revolution sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25063) on Nov. 7, 2019. Judge Mindy A. Mora is assigned to the case. In the petition signed by its member/president, Robin Seskin, the Debtor disclosed $365,896 in assets and $9,318,956 in debt. RR3 Resources LLC filed a voluntary Chapter 11 Petition (Bankr. S.D. Fla. Case No. 19-25063) on Nov. 7, 2019. In its petition, the Debtor disclosed under $1 million in both assets and liabilities. The cases are jointly administered with Recycling Revolution's as the lead case. Joe M. Grant, Esq., at Marshall Grant, PLLC, serves as the Debtors' counsel. S&S FOREST CITY: Unsecureds to be Paid in Full Under Plan --------------------------------------------------------- According to its Disclosure Statement, S&S Forest City NC, LLC, is proposing a plan of reorganization that provides: * Class 1: Secured Claim of Aquesta Bank. IMPAIRED. Amount of claim $832,309.56. The Debtor will pay the Allowed Class 1 Secured Claim to Aquesta in full (i.e. a balloon payment) on the earlier of (i) the closing of the exit funding transaction with Liberty Funding or (ii) January 31, 2020 (the "Class 1 Maturity Date"). * Class 2: General Unsecured Claims. IMPAIRED. Total claim $235,000.00. The Debtor will pay the General Unsecured Creditors in full (i.e. a balloon payment) on the earlier of (i) the closing of the Funding Transaction (as defined above) or (ii) January 31, 2020. * Class 3: Insider Unsecured Claims. IMPAIRED. Total claim $150,000.00. Debtor shall pay the Insider Unsecured Creditors in full (i.e. a balloon payment) on the earlier of (i) the closing of the Funding Transaction (as defined above) or (ii) January 31, 2020. * Class 4: Interests. Kenneth Mark Simons will retain his 100% membership interest of the Debtor. The source of funds for the payments pursuant to the Plan is the exit funding provided by Liberty Financial. A full-text copy of the Disclosure Statement dated Nov. 13, 2019, is available at https://tinyurl.com/vyx9czf from PacerMonitor.com at no charge. Attorney for Debtor: Cameron M. McCord Jones & Walden, LLC 21 Eighth Street, NE Atlanta, Georgia 30309 Tel: (404) 564-9300 About S&S Forest City NC S&S Forest City NC, LLC, owns 838 Oakland Road, Forest City, North Carolina 28043. Its affiliate, S&S Companion Care of Forest City NC LLC, operates as a companion care company out of the Forest City Property. A companion care company is one that provides companion or sitters for those in need of assistance with daily activities in their own homes. S&S Companion Care is not licensed by the state to provide any medical or therapy assistance to clients S&S Forest City NC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-40886) on April 16, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge Barbara Ellis-Monro. S.A.S.B. INC: Has Until Feb. 6, 2020 to File Plan & Disclosures --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, convened a status conference on Nov. 7, 2019, to consider the positions of Debtor S.A.S.B., Inc. and other parties in interest. On November 12, 2019, Judge Erik P. Kimball ordered that: * Any Creditor (other than a governmental unit) or equity security holder whose claim or interest is not scheduled or is scheduled as disputed, contingent, or unliquidated, shall file a proof of claim or interest on or before January 2, 2020. * The Debtor will file a Plan and Disclosure Statement on or before February 6, 2020. This deadline does not affect the deadline imposed on single asset real estate debtors pursuant to 11 U.S.C. Sec. 362(d)(3). * The Debtor may file with the Disclosure Statement a motion requesting that the Court conditionally approve the Disclosure Statement and requesting that the hearing on final approval of the Disclosure Statement be consolidated with the hearing on confirmation of the Plan. About S.A.S.B. Inc. Based in Okeechobee, Fla., S.A.S.B., Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23357) on Oct. 4, 2019, listing under $1 million in both assets and liabilities. The case has been assigned to Judge Erik P. Kimball. Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L. is the Debtor's counsel. SANCHEZ ENERGY: Quinn Emanuel Updates Unsecured Noteholders ----------------------------------------------------------- In the Chapter 11 cases of Sanchez Energy Corporation, et al., the law firm of Quinn Emanuel Urquhart & Sullivan, LLP, on Dec. 6, 2019, submitted an amended verified statement to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose an updated list of Ad Hoc Group of Unsecured Noteholders that it is representing. Quinn Emanuel Urquhart & Sullivan, LLP was initially retained by the Ad Hoc Group in November 2018. Quinn Emanuel appears in the chapter 11 cases of Sanchez and its affiliated debtors and debtors in possession on behalf of the Ad Hoc Group. Quinn Emanuel does not hold any claims against or interests in Sanchez. As of Dec. 6, 2019, members of the Ad Hoc Group and their disclosable economic interests are: (1) Aetos Capital LP 875 Third Avenue, 22nd Floor New York, NY 10022 * 2021 Notes: $10,000,000 (2) Allstate Insurance Company 444 West Lake Street Suite 4500 Chicago, IL 60606 * 2021 Notes: $2,000,000 * 2023 Notes: $31,200,000 (3) Avenue Capital Group 399 Park Avenue, 6th Floor New York, NY 10022 * 2021 Notes: $110,021,000 * 2032 Notes: $35,620,000 (4) BofA Securities Inc. 115 West 42nd St. New York, NY 10036 * 2021 Notes: $23,057,000 * 2023 Notes: $23,103,000 * Secured Notes: $7,953,651 (5) Benefit Street Partners, L.L.C. 9 West 57th Street Suite 4920 New York, NY 10019 * 2021 Notes: $49,048,000 * 2023 Notes: $185,367,000 * Secured Notes: $14,500,000 (6) Brigade Capital Management, LP 399 Park Ave, 16th Fl. New York, NY 10022 * 2021 Notes: $30,914,000 * 2023 Notes: $70,959,000 (7) CarVal Investors LLC 461 Fifth Avenue New York, NY 10017 * 2023 Notes: $43,615,000 (8) D.E. Shaw & Co. 1166 Avenue of the Americas 9th Floor New York, NY 10036 * 2021 Notes: $31,000,000 * 2023 Notes: $83,000,000 (9) Franklin Advisers, Inc. 1 Franklin Parkway San Mateo, CA 94403 * 2021 Notes: $24,750,000 * 2023 Notes: $20,650,000 (10) First Trust Advisors 120 E. Liberty Dr. Wheaton, IL 60187 * 2021 Notes: $3,350,000 * 2023 Notes: $3,750,000 (11) Loomis Sayles & Company, L.P. One Financial Center Boston, MA 02111 * 2021 Notes: $25,080,000 * 2023 Notes: $58,093,000 (12) New Generation Advisors, LLC 13 Elm Street, Suite 2 Manchester, MA 01944 * 2021 Notes: $7,434,000 (13) Nomura Securities Worldwide Plaza 309 West 49th Street New York, NY 10019-7316 * 2021 Notes: $42,769,000 * 2023 Notes: $35,687,000 (14) Nut Tree Capital Management, LP 2 Pennsylvania Plaza 24th Floor New York, NY 10121 * 2021 Notes: $30,317,000 * 2023 Notes: $8,550,000 * Secured Notes: $3,379,000 (15) PIMCO 650 Newport Center Drive Newport Beach, CA 92660 * 2021 Notes: $24,798,000 * 2023 Notes: $40,000,000 (16) Shenkman Capital Management Inc. 461 Fifth Ave. 22nd Floor New York, NY 10017 * 2021 Notes: $12,940,000 * 2023 Notes: $17,370,000 (17) VR Capital 300 Park Ave, New York, NY 10022 * 2023 Notes: $18,000,000 As of the date of Dec. 6, 2019, Quinn Emanuel represents only the Ad Hoc Group and does not purport to represent any entities other than the Ad Hoc Group in connection with these Cases. The Ad Hoc Group does not represent or purport to represent any other entities other than the Noteholders in connection with these Cases. Counsel to the Ad Hoc Group of Unsecured Noteholders can be reached at: QUINN EMANUEL URQUHART & SULLIVAN, LLP Patricia B. Tomasco, Esq. Christopher Porter, Esq. Devin van der Hahn, Esq. 711 Louisiana Street, Suite 500 Houston, TX 77002 Telephone: (713) 221-7000 Facsimile: (713) 221-7100 - and - QUINN EMANUEL URQUHART & SULLIVAN, LLP Benjamin I. Finestone, Esq. Daniel Holzman, Esq. Kate Scherling, Esq. Jordan Harap, Esq. 51 Madison Avenue, 22nd Floor New York, NY 10010 Telephone: (212) 849-7000 Facsimile: (212) 849-7100 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/ibX0sf About Sanchez Energy Headquartered in Houston, Texas, Sanchez Energy Corporation -- http://www.sanchezenergycorp.com/-- is an independent exploration and production company focused on the acquisition and development of oil and natural gas resources in the onshore United States. The Company is currently focused on the horizontal development of significant resource potential from the Eagle Ford Shale in South Texas, and it also holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale in Mississippi and Louisiana which offers potential future development opportunities. The Company reported a net loss attributable to common stockholders of $3.46 million in 2018, following a net loss attributable to common stockholders of $35.05 million in 2017. As of March 31, 2019, Sanchez Energy had $3.04 billion in total assets, $3.06 billion in total liabilities, $472.36 million in mezzanine equity, and a total stockholders' deficit of $487.28 million. SCULPT MEDICAL: Allowed to Use BOW Cash Collateral Through Jan. 24 ------------------------------------------------------------------ Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the District of Colorado authorized The Sculpt Medical, LLC to use cash collateral in which Bank of the West, or any other alleged secured party , have an interest. The Debtor also entered into factoring agreements with Kabbage, Inc. and Kapitus, LLC -- they are secured by the Debtor's receivables. The Court also approved the adequate protection of the Secured Creditors' interests in cash collateral proposed to be used by the Debtor as follows: (i) The Debtor will only use cash collateral in accordance with the Budget attached to the Stipulated Final Order, subject to a deviation on line item expenses not to exceed 20% without the prior agreement of BOW or an order of the Court for a period of sixty days, or through Jan. 24, 2020, with the ability to extend such use through written consent between the Debtor and BOW as approved by the Court. (ii) The Debtor will provide Secured Creditors with a post-petition lien on all postpetition accounts, post-petition property and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of secured creditor’s interest in the collateral pursuant to 11 U.S.C. § 361(2). All replacement liens will hold the same relative priority to assets as did the prepetition liens. (iii) The Debtor will keep the Secured Creditors' collateral fully insured. (iv) Upon reasonable request, the Debtor will provide Secured Creditors with a complete accounting, on a monthly basis, on or before the 21st day of each month, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports. (v) The Debtor will maintain its debtor-in-possession bank account at Bank of the West. (vi) The Debtor will maintain in good repair all of Secured Creditors' collateral. About Sculpt Medical Sculpt Medical, LLC, provides laser treatments, cosmetic care, and body contouring services. Sculpt Medical sought Chapter 11 protection (Bankr. D. Colo. Case No. 19-19577) on Nov. 5, 2019. In the petition signed by Robert Kilpatrick, member, the Debtor disclosed total assets of $145,233 and total liabilities of $1,821,114. The Hon. Kimberley H. Tyson is the presiding judge. KUTNERBRINEN, P.C., led by Jenny M.F. Fujii, Esq., is the Debtor's counsel. SERTA SIMMONS: S&P Lowers ICR to 'CCC' on Weak Performance ---------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on U.S.–based Serta Simmons Bedding LLC to 'CCC' from 'CCC+' to reflect its view that the capital structure is unsustainable. S&P lowered its issue-level ratings on the company's first-lien term loan to 'CCC' from 'CCC+' and the second-lien term loan to 'CC' from 'CCC-'. Recovery ratings are unchanged at '3' and '6', respectively. The downgrade reflects S&P's belief that the company's capital structure is unsustainable. S&P expects operating performance to remain weak in 2019 because of Mattress Firm store closures and intensified competition in the industry. Serta Simmons' leverage increased to 14.3x for the 12 months ended Sept. 30, 2019, up from 8.6x for the same period a year ago. The company's revenues and EBITDA dropped by double-digit percentages through the nine months ended Sept. 30, 2019, as compared with the same period in 2018. The company's overexposure to Mattress Firm resulted in significant profit decline when it closed 20% of its stores following its reorganization in November 2018. The loss of Mattress Firm distribution, market-share losses in the regional and independent channel, and lower-priced Chinese imports resulted in high-double-digit percent unit volume decline for the first nine months of 2019." The negative outlook reflects the risk of a lower rating, driven by continued deterioration in operating performance, and resulting in a greater likelihood of debt restructuring or a liquidity constraint during the next year. "We could lower the ratings if the company restructures its debt, whereby lenders would receive less than par. We could also lower the ratings if performance continues to deteriorate. This could occur if the company continues to lose market share with its top customers or consumer discretionary spending trends worsen from weak macroeconomic conditions," S&P said. "We could raise the ratings if operating performance improves, leading to sustained FOCF, sufficient debt service coverage, sustainable leverage, and if we believe it is unlikely the company would complete a debt restructuring," the rating agency said. SHOPFACTORYDIRECT INC: FHB Wants Valuation Relating to Liens ------------------------------------------------------------ FIRST HOME BANK ("FHB"), objects to the Disclosure Statement filed by ShopFactoryDirect, Inc. FHB points out that the Disclosure Statement does not contain adequate information as that term is defined in Section 1125(a)(1) of the Bankruptcy Code and because the Plan cannot be confirmed. According to FHB, the Debtor have failed to show how the liens of FHB are without equity and failed to provide sufficient valuations and information to provide factual support relating to the value or lack thereof of the general assets of the company as it relates to FHB's lien position. Attorney for the Debtor: Darren Caputo FREEMAN, GOLDIS & CASH, P.A. 2553 First Avenue North St. Petersburg, Florida 33713 Tel: (423) 661-1011 Fax: (727) 321-2497 E-mail: Darren.Caputo@fgclawfirm.com About ShopFactoryDirect ShopFactoryDirect Inc. operates an e-commerce site https://shopfactorydirect.com/ that sells home furniture, including bedroom, living room, dining room, office, bar and bar stools, entertainment, bathroom, outdoor and patio, pool and spa, decor and accessories, wall art and mirrors, and area rugs. All of its products are delivered direct from the manufacturer. The Company offers free delivery on all its merchandise within the 48 contiguous United States. ShopFactoryDirect Inc., based in Winter Park, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02257) on April 8, 2019. In the petition signed by William A. Bayse, president, the Debtor was estimated to have $0 to $50,000 in assets and $1 million to $10 million in liabilities. Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, serves as bankruptcy counsel to the Debtor. SMARTER TODDLER: Files Amendment to Cash Collateral Stipulation --------------------------------------------------------------- Smarter Toddler Group, LLC files with the U.S. Bankruptcy Court for the Southern District of New York amendment to its Stipulation and Order authorizing use of cash collateral. The Stipulation and Order is entered into by and among the Debtor, Bright Horizons Children's Centers LLC, B.E. Capital Management Fund LP and the Internal Revenue Service. Among other things, the Stipulation and Order provides that: (A) Pursuant to a Settlement Agreement and Release, the Debtor agreed to pay Bright Horizons $250,000 on Dec. 31, 2019 and $250,000 on Dec. 31, 2020. The Debtor's outstanding payment obligations are secured by first-priority security interests in substantially all of the Debtor's assets and proceeds thereof. (B) Pursuant to a Secured Promissory Note, the Debtor borrowed @200,000 and granted B.E. Capital a security interest in substantially all of its assets and proceeds thereof. (C) The IRS filed a proof of claim against the Debtor on account of due and owing, but unpaid, federal taxes. The claim is in the amount of $275,343. The IRS Liens attach to all property and rights to property, whether real or personal, belonging to the Debtor. (D) The Debtor seeks final authority to use the cash collateral to pay expenses incurred in connection with the operation of its business as well as other administrative expenses required in the Debtor's Chapter 11 case. (E) The Secured Creditors have consented to the use of their cash collateral through Feb. 28, 2020 upon the terms set forth in the Stipulation and Order. (F) The Secured Creditors are granted, postpetition replacement liens upon and security interests in and to all of the Debtor's property, in the respective nature, extent, allowance and priorities of their prepetition liens. Said replacement liens will be in addition to any and all security interests, liens, encumbrances, rights of set-off or other rights of the Secured Creditors currently existing or hereafter arising. (G) The Secured Creditors are also granted an administrative expense claim under sections 503(b)(1), 507(a) and 507(b) of the Bankruptcy Code in the Debtor's case in the priority of their respective liens and to the extent of any post-petition diminution in value of the collateral, capped by the amount of each Secured Creditor's claim. (H) The Debtor will make, no later than the 10th day of each month, monthly adequate protection payments to the IRS in the amount of $2,750. (I) The IRS reserves its right to seek additional adequate protection payments in the event that its claim remains outstanding on or after May 31, 2020. About Smarter Toddler Group Smarter Toddler Group, LLC -- https://www.smartertoddler.net/ -- is a child care - pre school in New York. It offers early childhood education, top tier private preschools, pre-k, child day care centers, nursery, infant childcare, baby activities, toddler enrichment classes, art, music, movement classes, science, yoga, dance, languages, sign language, literacy, kindergarten prep, GNT gifted and talented test prep tutoring, G&T preparation. Smarter Toddler Group sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13097) on Sept. 27, 2019, in Manhattan, New York. In the petition signed by Kettia Ming, manager, the Debtor was estimated to have assets between $1 million and $10 million, and liabilities of the same range. Judge Shelley C. Chapman is assigned the case. STORCH AMINI PC is the Debtor's legal counsel. STATEWIDE TRANSPORT: Involuntary Chapter 11 Case Summary -------------------------------------------------------- Alleged Debtor: Statewide Transport, Inc. 12047 Old Baton Rouge Hwy. Hammond, LA 70403 Case Number: 19-13280 Business Description: Statewide Transport, Inc. -- http://www.statewidetransportation.com-- is a transportation/trucking/railroad company based in Hammond, Louisiana. The company offers expedited delivery, same day delivery, next day delivery, scheduled delivery, air freight, warehousing & storage, and logistics services. Involuntary Chapter 11 Petition Date: December 9, 2019 Court: U.S. Bankruptcy Court Eastern District of Louisiana Petitioners' Counsel: Douglas S. Draper, Esq. HELLER, DRAPER, PATRICK, HORN & MANTHEY, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: 504-299-3300 Email: ddraper@hellerdraper.com List of Petitioners: Name Nature of Claim Claim Amount ---- --------------- ------------ Retif Oil & Fuel Open Account $2,671,838 1840 Jutland Drive Harvey, LA 70058 Southland Truck Leasing, LLC Open Account $71,782 d/b/a Southland Paclease 3699 W Park Ave P.O. Box 1450 Hollywood Door Company Open Account $705 1118 Central Avenue Metairie LA, 70001 A copy of the Involuntary Petition is available at PacerMonitor at https://is.gd/50diAD at no extra charge. SUNSET BAY LANDSCAPING: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------------ Sunset Bay Landscaping seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral derived from its operations to fund its operating expenses and costs of administration in its Chapter 11 case. The Debtor believes these creditors may claim blanket liens against the Debtor's assets: IberiaBank; Deere & Company; Assn Company; and Corporation Service Company, as representative. The Debtor estimates that the collective claims of the Secured Creditors are secured by $167,723 in cash, inventory, and accounts receivable. As adequate protection for the use of cash collateral, Debtor offers the Secured Creditors the following: (a) Postpetition replacement liens on the Secured Creditor Assets to the same extent, validity and priority as existed prepetition; (b) The right to inspect the Secured Creditor Assets on forty-eight hours notice, provided that said inspection does not interfere with the operations of the Debtor; and (c) Copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditors reasonably request with respect to the Debtor's operations. About Sunset Bay Landscaping Sunset Bay Landscaping, Inc., filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 19-10019) on Oct. 22, 2019, listing under $1 million in both assets and liabilities. The petition was signed by Shane J. Schanstra, president. Buddy D. Ford, P.A. serves as counsel to the Debtor. SVC: Dec. 17 Hearing of Sullivans' Disclosure Statement Set ----------------------------------------------------------- On Nov. 12, 2019, plan proponents Ross and Kelleen Sullivan filed a Combined Plan and Disclosure Statement Proposed by Sullivan Family, dated November 12, 2019, for debtor SVC. Dec. 17, 2019, at 1:30 p.m. is the hearing to consider the approval of the Disclosure Statement before the Honorable Roger Efremsky, United States Bankruptcy Judge, at 1300 Clay Street, Oakland, California, Courtroom 201. Dec. 10, 2019, is the deadline for objections to approval of the Disclosure Statement, or proposed modifications to the Disclosure Statement. Equity Owners Ross Sullivan and Kelleen Sullivan are represented by: John D. Fiero PACHULSKI STANG ZIEHL & JONES LLP 150 California Street, 15th Floor San Francisco, California 94111-4500 Telephone: 415.263.7000 Facsimile: 415.263.7010 E-mail: jfiero@pszjlaw.com About Sullivan Vineyards SVP (formerly known as Sullivan Vineyards Partnership), owned land at 1090 Galleron Road, Rutherford, California (the "Winery Property"). SVC, formerly known as Sullivan Vineyards Corporation, is a California corporation formed in 1987 to own and operate the business located at the Winery Property known as Sullivan Vineyards. As is common in the wine industry, the entities used a parallel partnership and corporation structure, with SVP owning the land and SVC owning the winery business. Together with their five children, parents Joanna Sullivan and James O'Neil Sullivan began Sullivan Vineyards as a family business. Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10065), on Feb. 1, 2017, estimating assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. Sullivan Vineyards Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-10067) on Feb. 2, 2017, disclosing $18.99 million in assets and $14.27 million in liabilities. The case is assigned to Judge Alan Jaroslovsky. The Debtors are represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. At a hearing on Aug. 21, 2017, the Court ordered the appointment of a chapter 11 trustee in both cases. Thereafter, the Office of the United States Trustee selected Timothy Hoffman to be the Trustee of both estates. Later, Mr. Hoffman resigned from his position in the Bankruptcy Case, at which point Andrea Wirum was appointed to serve as the chapter 11 trustee for this Bankruptcy Case On Nov. 10, 2017, Mr. Hoffman filed a Motion to Sell Real and Personal Property Assets, by which the Trustee sold to Vite USA, Inc., substantially all of the Debtor’s real and personal property assets related to the Winery Property. The Bankruptcy Court granted the Sale Motion at a hearing on Dec. 11, 2017. On Jan. 10, 2018, the sale closed. In connection with the closing of the sale, Finn and WR (together, the "Finn Creditors") were paid total consideration of $17,798,405, which sum included $2,647,834 of attorneys' fees and other costs, in addition to principal and interest. TADA VENTURES: Towber Law Firm Represents Lender Group ------------------------------------------------------ In the Chapter 11 cases of Tada Ventures, LLC, the Towber Law Firm, PLLC provided notice under Rule 2019 of the Federal Rules of Bankruptcy Procedure that it is representing ECapital Loan Fund II, LP and Hunter Kelsey IV, LLC d/b/a Propel Financial Services as Agent and Attorney-in-Fact for Alterna Tax, LLC. The Attorney has been employed to represent the Creditors, whose addresses are listed below, in the above-captioned Chapter 11 case of Tada Ventures, LLC. (1) ECapital Loan Fund II, LP 1751 River Run, Suite 400 Fort Worth, TX 76107 (2) Hunter Kelsey IV, LLC d/b/a Propel Financial Services as agent and attorney in fact for Alterna Tax, LLC P.O. Box 1000350 San Antonio, TX 78201 The nature, amount and time of acquisition of the Creditors' claims against the Debtor is reflected in the proofs of claim. ECapital's claim was originally filed by Bayview Financial on July 31, 2019 and transferred to ECapital on November 1, 2019. Propel's claim was initially filed on May 14, 2019 and transferred due to name change for Propel on August 29, 2019. The Attorney has been retained by each of the Creditors to represent their interest as co-counsel in connection with this chapter 11 case on an hourly basis. Both Creditors are independent clients of the undersigned attorney's firm. The Creditors are creditors of the Debtor by virtue of having provided monies for which the Debtor has not paid. The Attorney does not hold any claims against, or hold any interest, in the Debtor. Counsel for Propel Financial Services, LLC and ECapital Loan Fund II, LP can be reached at: The Towber Law Firm, PLLC Preston T. Towber, Esq. 1111 Heights Blvd. Houston, TX 77008 Tel: (832)485-3555 Fax: (832)626-3953 E-mail: preston@towberlaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/9CPyY8 About TADA Ventures TADA Ventures, LLC owns in fee simple the Katy Commerce Center in Katy, Texas, an executive suite and business office. The property has an appraised value of $3.50 million. TADA Ventures sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-31845) on April 1, 2019. At the time of the filing, the Debtor disclosed $3,523,706 in assets and $2,337,345 in liabilities. The case has been assigned to Judge David R. Jones. Corral Tran Singh LLP is the Debtor's legal counsel. TECNOGLASS INC: Fitch Affirms BB- LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings affirmed Tecnoglass, Inc.'s Long-Term, Foreign- and Local-Currency Issuer Default Ratings at 'BB-'. The Rating Outlook is Stable. The ratings reflect Tecnoglass' competitive cost structure, above-average growth profile supported by its solid order backlog, long-term relationships with customers and robust demand for its products. The ratings are tempered by its production site concentration and high working capital needs, which have resulted in weak cash flow from operations. The ratings also reflect the high cyclicality of the new construction industry that leads to cash flow volatility. KEY RATING DRIVERS Fragmented and Competitive Industry: Tecnoglass Inc. operates in a highly competitive and fragmented industry. Competition is based primarily on a manufacturer's ability to meet product specifications and delivery time frames, as well as perceived quality and price. The company's competitors have varying degrees of specialization and end-market or geographic diversification, including a limited number of competitors with more established brand names and greater financial resources. Low Cost Structure: Tecnoglass derives over 85% of total revenues from the U.S. market. About two-thirds of its revenues stem from the sale of windows and glass-based facades. The company transforms flat glass and aluminum into tempered or laminated glass windows and facades with insulation, noise reduction and other features. This vertical integration coupled with competitive labor and transportation costs relative to U.S.-based competitors has led to above-industry-average profitability. Production Site Concentration: The company manufactures most of its products out of a mega facility in Barranquilla, Colombia. Fitch believes any disruption to this site could impair Tecnoglass' ability to manufacture or distribute its products, which could cause it to incur higher costs or longer lead times, lost revenue and reduced cash flow. The ratings do not contemplate a catastrophic event, but acknowledge the company's production concentration in a single facility. Solid Order Backlog: The company's operating EBITDA has increased to USD85 million as of the last twelve months through September 2019 from USD73 million in 2018 and USD58 million in 2017 as the company's residential market share has grown and its U.S. backlog has continued to be executed. Fitch projects that the company will generate about USD90 million of operating EBITDA in 2019 due to a robust U.S. backlog supported by increased penetration in new markets. Tecnoglass' order backlog expanded to USD532 million as of Sept. 30, 2019 from USD506 million a year ago. Growing Residential Market Penetration: Tecnoglass' revenues from the residential market have grown to USD62 million as of LTM through September 2019 from USD7 million in 2017. Increasing penetration in this market is positive as typically residential construction and commercial construction have differing cycles. Additionally, most of Tecnoglass' growth in this segment is oriented to the repair and remodel sector, which generally exhibits less volatile characteristics compared with the new construction market (both residential and commercial). Completed Investments: The company made aggregate investments of approximately USD250 million between 2012-2016 to support its growth. Most of these investments increased its capacity to produce aluminum extrusions and low emissivity (Low-E) glass. Low-E window products should remain a popular feature of energy-efficient buildings. Tecnoglass entered into a joint venture agreement with Saint-Gobain S.A. whereby Tecnoglass acquired a 25% interest in Saint-Gobain's subsidiary Vidrio Andino, S.A. in January 2019. Vidrio Andino's float glass plant located at the outskirts of Bogota is one of Tecnoglass main suppliers of glass. The joint venture expects to develop a second float glass plant in Barranquilla, which should lead to important efficiencies once it becomes operational in 2022. DERIVATION SUMMARY Tecnoglass' competitors are mostly regional and local window manufacturers that would typically be rated in the low 'BB' to 'B' rating categories. Characteristics of companies in these rating levels include limited scale and breadth of offering, replicable competitive advantages, and low geographic and end market diversification. A fragmented industry where the number of industry players fluctuates with the cycle is also a feature of companies in those levels. A limited number of competitors of large scale, ample product offerings, meaningful geographic diversification, strong competitive positions and solid financial profiles, such as PPG Industries, Inc. (A-/Stable) participate across a broad spectrum of building products. Tecnoglass' rating of 'BB-'/Stable reflects its good market position in windows and glass-based facades, its low cost base and long-term expected growth rate. Against Latin American corporates rated 'BB-', Tecnoglass' financial profile compares favorably in terms of leverage, yet poorly in cash flow coverage largely reflecting the company's smaller scale and intense working capital funding needs. Total adjusted debt/EBITDA and FFO interest coverage for the median 'BB-' corporate rating are 3.8x and 2.8x, respectively. These compare with Tecnoglass' LTM third-quarter 2019 (3Q19) metrics of 3.3x and 1.6x, respectively. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - High single-digit to low double-digit sales growth through 2020, supported by existing backlog; - Yearly cash flow from operations (CFFO) remains positive over the intermediate term; - Gross leverage at or below 3.5x over the intermediate term; - Net leverage below 3.0x over the intermediate term. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - An upgrade is unlikely in the medium term; however, positive rating actions could be driven by a strengthening of Tecnoglass' business and financial positions; - Stable operating cash flow generation through industry and economic cycles resulting in leverage levels of total debt/EBITDA at or below 2.0x and net debt/EBITDA below 1.5x. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Declining backlog and product sales with a loss of competitive position; - Persistently negative CFFO and reduced liquidity; - Expectations of total debt/EBITDA persistently above 3.5x or net debt/EBITDA above 3.0x; - Large debt-financed acquisitions. LIQUIDITY Adequate Liquidity: Tecnoglass' liquidity is adequate, primarily supported by growing cash flow expectations and low leverage. Completed investments mitigate the need for large capex in the next 2-3 years. The company's main operating funding needs will be working capital, which Fitch projects will increase as Tecnoglass executes its backlog. The company's main debt maturity is its USD210 million of notes which are due in January 2022. The company's low leverage, backlog visibility and execution track record should allow it to refinance upcoming debt maturities. Tecnoglass is expected to continue to finance organic investments or modest acquisitions while maintaining gross and net leverage within 3.5x and 3.0x, respectively. The company financed close to 40% of the acquisition of consulting and glazing company, Giovanni Monti and Partners Consulting and Glazing Contractors (GM&P) and USD34 million out of the USD45 million total purchase price of its stake in Vidrio Andino with share issuances in 2018 and 2019. Tecnoglass held USD44 million of cash as of third-quarter 2019 and total debt was USD276 million. ESG CONSIDERATIONS Tecnoglass has an ESG Relevance Score of 4 for Governance Structure due to key person risk and limited board independence through family ownership. For all other factors, unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. FULL LIST OF RATING ACTIONS Fitch affirmed Tecnoglass' ratings as follows: -- Long-Term Foreign Currency IDR at 'BB-'; -- Local Currency Long-Term IDR at 'BB-'; -- USD210 million senior unsecured notes due 2022 at 'BB-'. The Rating Outlook is Stable. TETON BUILDINGS: Gets Approval to Sell Most Assets to Asoka ----------------------------------------------------------- Teton Buildings, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Texas to sell most of its assets to Asoka, LLC. The assets, which include real property leases and intellectual property, were supposed to be sold at auction, however, the company did not receive initial overbids by the Dec. 4 deadline. As a result, the auction scheduled for Dec. 6 had been cancelled. The total consideration for the assets is $1 million. As part of the sale, Teton Buildings will also assume certain liabilities, according to the sale agreement between the company and Asoka. Copies of the court order and the sale agreement are available for free at https://is.gd/c1aISW About Teton Buildings LLC Teton Buildings, LLC -- http://tetonbuildings.com-- is a modular building construction company located in Houston serving the multi-family, hospitality, oil field service, energy and industrial, government, disaster recovery, medical, park model, and tiny housing industries. It builds man camps and workforce housing, worker villages, commercial kitchens, offices, heli-camps and all other space needs. For more than 45 years, Teton Buildings has served the U.S. with modular building solutions for public and private sectors. Teton Buildings sought Chapter 11 (Bankr. S.D. Tex. Case No. 19-35811) on Oct. 16, 2019. The petition was signed by Phil Hickman, authorized representative. The case is assigned to Judge Marvin Isgur. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Ryan Anthony O'Connor, Esq., and Matthew Scott Okin, Esq., at Okin Adams LLP as counsel. TEXAS ROADRUNNER: Seeks Access to Interstate Bank Cash Collateral ----------------------------------------------------------------- Texas Roadrunner Express, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral in the ordinary course of its business. The Debtor has six separate loans with Interstate Bank of Perryton, with a blanket lien on all equipment, cash collateral and proceeds thereof. The Debtor believes that the Bank is over secured and that the value of the collateral exceeds the amount of the debt which at the time of filing for relief was approximately $275,000. The Debtor and the Bank have entered into an agreement for the emergency use of cash collateral in reference to the budget, along with a lien on post petition cash collateral, proof of insurance acceptable to the Bank, and adequate protection payments of $5,000 per month to the Bank until further order of the Court Texas Roadrunner Express, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-20361) on Nov. 15, 2019. In the petition signed by Delfino I. Moreno, managing member, the Debtor was estimated to have under $50,000 in assets and under $500,000 in debt. The Debtor is represented by Van W. Northern, Esq., at NORTHERN LEGAL, PC. THOMAS BOHLMANN: $3.4M Sale of Pacific Palisades Property Okayed ---------------------------------------------------------------- Judge Julia Brand of the U.S. Bankruptcy Court for the Central District of California authorized Thomas Bohlmann to sell his real property located at 630 Cumbre Verde Court, Pacific Palisades, Calif. The property will be sold to Daniel Perlstein, Ronald Perlstein and Denise Perlstein for $3.4 million. The escrow for the sale of the property, upon funding and closing, will pay off in full in order of priority: (i) sale and escrow costs; (ii) Wells Fargo Bank loans; (iii) claim of Linda Gross; and (iv) The Internal Revenue Service tax claims. The remaining net proceeds will be used to pay the junior secured claim of the CA Franchise Tax Board filed as Claim No. 2 in the sum of $127,787, plus interest and other charges. Any amount remaining unpaid to the CA Franchise Tax Board, after closing of the escrow, will be allowed as an unsecured claim against Mr. Bohlmann. About Thomas Bohlmann Thomas D. Bohlmann sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-10035) on Jan. 2, 2019. The Debtor tapped Paul R. Shankman, Esq., at Hinds & Shankman, LLP, as legal counsel. THOMAS BOHLMANN: Selling Pacific Palisades Property for $3.4MM -------------------------------------------------------------- Thomas D. Bohlmann asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property commonly known as 16630 Cumbre Verde Court, Pacific Palisades, California to Daniel Perlstein, Ronald Perlstein, and Denise Perlstein for $3.4 million, subject to overbid. A hearing on the Motion is set for Nov. 14, 2019 at 10:00 a.m. The Real Property is a single family home. Third-Position Secured Creditor, Wells Fargo Bank, holds a secured position against the Cumbre Verde Property. The Wells debt is currently in default, followed by post-filing agreed Adequate Protection Payment Stipulations and Orders thereon approving same through the end of February 2020. In an effort to save the equity in the Cumbre Verde Property the Debtor engaged Sam Kohn, Chief Executive Officer of National Equity Funding, to lock down a short-term loan to pay off Wells and address other claims asserted against the Debtor by the IRS and the Franchise Tax Board ("FTB"). Sam Kohn and the Debtor, with the assistance of Dennis Brager, Esq., of the Brager Law Group, pre-petition had engaged the IRS and FTB in discussions designed to quantify the claims of the IRS and FTB against the Debtor, to obtain from the IRS and FTB a subordination to allow the new funding by National Equity Funding against the Cumbre Verde Property, and to avoid a foreclosure by Wells on the Cumbre Verde Property. Both professionals were employed by the Debtor post-filing pursuant to properly noticed Employment Applications and Entered Orders approving said employment by the Court. Wells had scheduled a sale of the Cumbre Verde Property for Jan. 3, 2019. The Petition was filed by the Debtor to stop the foreclosure sale by Wells and to allow the Debtor to (1) close the refinancing with National Equity Funding, (2) complete his ongoing negotiations with the IRS and FTB, and (3) capture the equity in the Cumbre Verde Property in order to pay his debts from the equity in the Real Property and from the Debtor’s Post-Petition income through a prospective feasible Plan of Reorganization based thereon. Negotiations with the IRS and FTB failed to achieve a new funding/refinance of the Wells' debt. Therefore, the Debtor immediately employed Sotheby's International Realty of Beverly Hills by and through Ms. Alison MacCracken to list, market, and sell the Real Property, subject to the overbid procedures described herein and subject to the Court's approval. As a result of the highly focused marketing expertise of the Real Property by Sotheby's, a Purchase and Sale Agreement with a third-party, subject to Court approval and overbids in open court has been achieved at an opening sale price of $3.4 million. The parties executed their Purchase and Sale Agreement. The current Purchase Agreement is supported as reasonable by evidence of the $102,000 cash deposit in Escrow, a $2.38 million Loan Approval, and recent copies of several Bank Account Statements of the Buyers for over $1,161,000. At this time, the Debtor does not project a tax on any gain from the sale of the Real Property. After inclusion of the property costs, improvements and other applicable exclusions, subject to a successful over bid sale price approved well in excess of the $3.4 million offer now proposed, there is no net taxable gain currently projected upon the sale of the property, based upon the following analysis: Sale Price (subject to overbid): $3,400,000 Less 5% Sales Commission: $170,000 Less Estimated Escrow Costs of Sale: $68,000 Less Wells Liens - Est. Bal. Due at Sale: $2,253,500 Net Proceeds: $908,500 Less Total Junior Liens: $1,014,219 Cash Shortfall ($105,719) Based on the currently available numbers, the sale will result in insufficient cash after payment of selling costs and Wells Fargo secured debt to liquidate all other secured liens by $105,719. The shortfall will be dealt with subsequent to closing of the sale transaction through further review of the unpaid secured liens and negotiation, claims objection and/or subordination of the respective claims in order to file an appropriate motion with the Curt for approval and payment thereof. The salient terms of the Bidding Procedures are: a. Bid Deadline: 5:00 p.m. (PST) three business days prior to the Auction b. Initial Bid: $3.4 million, plus $40,000 c. Deposit: $150,000 d. Auction: The Auction will commence at 10:00 a.m. on Nov. 14, 2019 at the Court. e. Bid Increments: $5,000 The Property will be sold, subject to approval by Court order after the Auction, free and clear of all liens, claims, adverse claims of ownership, with the existing liens to be treated as follows: 1. The Wells Liens will be paid in full through escrow, subject to the amounts allowed from the Demands for Payoff to be submitted to escrow. 2. All other liens, claims, and adverse claims of ownership, if any, will attach to the net proceeds of the sale to the same extent, validity, and priority as they attached to the Property. The Debtor believes that the proposed sale of the Real Property by auction is the best method of obtaining the highest price for the Real Property to pay off all of the undisputed secured claims against the Real Property. The Estate's employed real estate broker is continuing to market and show the Real Property aggressively to solicit buyers to overbid the current offer to increase net proceeds for the Estate and its creditors, as referenced hereinbelow and in the attached declaration of the broker. The Debtor asks that the 14-day stay set forth in Bankruptcy Rule 6004(h) be waived as any final Buyer will desire to move forward as soon as possible to close the Real Property sale. A copy of the Agreement and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Thomas_Bohlmann_153_Sales.pdf Thomas D. Bohlmann sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-10035) on Jan. 2, 2019. The Debtor tapped Paul R. Shankman, Esq., at Hinds & Shankman, LLP as counsel. TROP INC: Court Approves Disclosure Statement --------------------------------------------- The Bankruptcy Court ordered that the First Amended Disclosure Statement of TROP, INC., et al. is APPROVED. A hearing to consider confirmation of the Plan will be held on Dec. 18, 2019 at 11:00 a.m. in Courtroom 1203, U.S. Courthouse, 75 Ted Turner Drive, SW, Atlanta, Georgia 30303. The deadline for filing written objections to the Plan must be filed and served by 11:59:59 p.m. on Dec. 12, 2019. The deadline for casting ballots to accept or reject the Plan will be December 12, 2019. About Trop Inc. Trop, Inc., is a privately held company that owns the Pink Pony, an adult entertainment club in Atlanta, Georgia. The club began operations in 1990. Trop, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-65726) on Sept. 19, 2018. In the petition signed by Teri Galardi, chief executive officer, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Louis G. McBryan, Esq., at McBryan, LLC, is the Debtor's bankruptcy counsel. Schulten Ward Turner & Weiss, LLP, and the Law Offices of Aubrey T. Villines, Jr., serve as special counsel. US FINANCIAL: Court Okays $195K Sale of Anne Arundel Property ------------------------------------------------------------- Judge Thomas Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized US Financial Capital, Inc. to sell its real property in Anne Arundel County. The property, which consists of lots of undeveloped land, will be sold to Rome-Edelton, LLC for $195,000. US Financial will use the sale proceeds to pay (i) all costs associated with settlement for which the company is responsible, including real estate commissions of 5% percent and transfer taxes; (ii) $4,000 to Anne Arundel County for property taxes; and (iii) $185,000 to Merritt Lending, LLC, which claims a secured interest and lien on the property. About US Financial Capital US Financial Capital, Inc., is a privately-held company in Columbia, Md., engaged in activities related to real estate. It is the fee simple owner of 14 real estate properties valued at $1.38 million. US Financial Capital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-14018) on March 27, 2018. In the petition signed by Ronald Talbert, chief operating officer, the Debtor disclosed $1.38 million in assets and $13.92 million in liabilities. The Debtor hired the Law Office of David W. Cohen as its legal counsel. VANGUARD HEALTH: Court Confirms Plan of Reorganization ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, convened a combined hearing to consider approval of the disclosure statement and confirmation of the plan of reorganization of debtor Vanguard Health & Wellness LLC. On Nov. 13, 2019, Judge Jacqueline Cox approved the disclosure statement and confirmed the plan, and ordered that: * The objection to confirmation by creditors Aleksandra Dubovik and Tatyana Filek is overruled. * The motion to continue/reschedule confirmation hearing by Aleksandra Dubovik and Tatyana Filek is denied. * The motion for F.R.B.P. Rule 2004 examination of the Debtor by Aleksandra Dubovik and Tatyana Filek is denied. * The Debtor's motion to extend the time to confirm a plan is withdrawn. A post-confirmation status hearing is scheduled on Jan. 28, 2020, at 10:30 a.m. About Vanguard Health & Wellness Founded in 2011, Vanguard Health & Wellness LLC -- http://www.vanguardhealth.net/-- is a provider of home health services. It offers nursing, physical therapy, occupational therapy, speech therapy, home health aides, and medical social services at the patients' homes. Vanguard Health & Wellness sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-08329) on March 22, 2019. It previously sought bankruptcy protection (Bankr. N.D. Ill. Case No. 17-04707) on Feb. 17, 2017. At the time of the filing, the Debtor disclosed $126,229 in assets and $1,122,222 in liabilities. The case is assigned to Judge Jacqueline P. Cox. Borges & Wu, LLC, is the Debtor's counsel. VASCULAR ACCESS: Seeks to Use Cash Collateral of CEO's Company -------------------------------------------------------------- Vascular Access Centers, L.P., asks the Bankruptcy Court to use cash collateral of Philadelphia Vascular Institute LLC pursuant to a budget in order to meet its payroll and other operating obligations while it explores various restructuring alternatives. Dr. James McGuckin, the Debtor's CEO, is the sole member and manager of Philadelphia Vascular Institute LLC. The Debtor also asks the Court to authorize the granting of replacement liens as adequate protection to the Secured Parties for any diminution in value of the collateral. As of the Petition Date, the Debtor owes Philadelphia Vascular Institute $4,257,626 under various promissory notes secured by a properly perfected, first priority security interest in and lien on substantially all of the Debtor's assets, including accounts receivable. The Debtor's proposed budget provided for $491,337 in total expenses for the week-ending Dec. 2, 2019, of which $298,000 is for rent. A copy the proposed budget (as an attachment to a cash collateral motion docketed as Doc. No. 21 filed subsequently), is available for free at https://is.gd/coYYm9 from PacerMonitor.com. That motion, however, was later withdrawn by virtue of a Praecipe filed in Court, a copy of which is available at https://is.gd/Aq6SMs from PacerMonitor.com free of charge. About Vascular Access Centers Vascular Access Centers -- https://www.vascularaccesscenters.com/ -- provides comprehensive dialysis access maintenance including thrombectomy and thrombolysis, fistulagrams, fistula maturation procedures, vessel mapping, central venous occlusion treatment and complete catheter services. Its centers offer an alternative setting for a wide spectrum of vascular interventional procedures, including central venous access for oncology, nutritional and medication delivery, venous insufficiency (including venous ulcer and non-healing ulcer treatments), peripheral arterial disease (PAD), limb salvage, uterine fibroid embolization and pain management. On Nov. 12, 2019, an involuntary petition was filed against Vascular Access Centers under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-17117). The petition was filed by creditors Philadelphia Vascular Institute, LLC, Metter & Company and Crestwood Associates, LLC. David Smith, Esq., at Smith Kane Holman, LLC, is the petitioners' counsel. On Nov. 13, 2019, the Debtor consented to the relief sought under Chapter 11. Judge Ashely M. Chan presides over the case. The Debtor tapped Dilworth Paxson LLP as its legal counsel. WHITE STAR: Pray Walker Represents Two Suppliers ------------------------------------------------ In the Chapter 11 cases of White Star Petroleum, LLC, et al., the law firm of Pray Walker, P.C. submitted on Dec. 3, 2019, a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure that it is representing Willman Pump Trucks, LLC and Fechner Pump & Supply, Inc. Willman is a lien creditor of White Star Petroleum, LLC that provided labor, materials, services, equipment, tools, machinery, and supplies pursuant to a contract with White Star in connection with oil and gas operations on lands in Oklahoma. Willman's business address is P.O. Box 1544, Cushing, OK 74023, Phone (918) 306-4514. Fechner is a lien creditor of White Star Petroleum, LLC that provided labor, materials, services, equipment, tools, machinery, and supplies pursuant to a contract with White Star in connection with oil and gas operations on lands in Oklahoma. Willman's business address is 1402 N. Little, Cushing, OK 74023, Phone (918) 225-7867. Willman and Fechner are each a creditor and do not constitute a committee of any kind. Willman and Fechner have consented to multiple representation by Pray Walker in this matter. Counsel for Fechner Pump & Supply, Inc. and Willman Pump Trucks, LLC can be reached at: Pray Walker, P.C. Randall G. Vaughan, Esq. 100 West Fifth Street, Suite 900 Tulsa, OK 74103 Tel: (918) 581-5500 Fax: (918) 581-5599 E-mail: rvaughan@praywalker.com A copy of the Rule 2019 filing dated Dec. 3, 2019, downloaded from PacerMonitor.com, is available at https://is.gd/p7i3sl About White Star Petroleum White Star Petroleum Holdings, LLC and its subsidiaries -- http://www.wstr.com/-- are engaged in the acquisition, development, exploration and production of oil, natural gas and natural gas liquids located in the Mid-Continent region in the United States. The Debtors are headquartered in Oklahoma City and employ 169 people. As of December 2018, the Debtors owned 315,000 net leasehold acres, primarily in Creek, Dewey, Garfield, Lincoln, Logan, Noble, and Payne counties of Oklahoma. White Star Petroleum Holdings, LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11179) on May 28, 2019. The cases were transferred to the U.S. Bankruptcy Court for the Western District of Oklahoma on June 21, 2019. White Star Petroleum Holdings' case was assigned a new case number (Case No. 19-12521). At the time of the filing, the Debtors estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. Judge Janice D. Loyd oversees the cases. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Sullivan's co-counsel; Guggenheim Securities, LLC as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. WHITEWATER/EVERGREEN: Files Plan of Liquidation ----------------------------------------------- Whitewater/Evergreen Operations, LLC, SWD, LLC, EFSWD I, LLC, PH Grinders, LLC, and Six Pack Energy, LLC, together with HBC Whitewater, LLC, jointly proposed a plan of liquidation. Class 3 HBC Whitewater Claims. IMPAIRED. Each Allowed HBC Whitewater Claim, HBC will indefeasibly receive: (x) its Pro Rata share of Liquidating Trust Interests and (y) a Distribution shared Pro Rata with holders of Class 4 Claims of the Effective Date. Class 4 General Unsecured Claims. IMPAIRED. Each Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim will have the option to elect on its Ballot to: (a) indefeasibly receive, on a Debtor-by-Debtor basis, (1) its Pro Rata share of Liquidating Trust Interests and (2) a Distribution shared Pro Rata with holders of Class 3 Claims of the Effective Date Cash as set forth in Section 7.1(b) hereof, or (b) treat its Allowed General Unsecured Claim as a Convenience Class Claim in Class 5 by releasing any Claims it holds in excess of $3,000. Class 6 Section 510(b) Claims. IMPAIRED. Each holder of an Allowed Section 510(b) Claim shall receive, on a Debtor-by- Debtor basis, its Pro Rata share of Liquidating Trust Interests. Class 7 Interests. IMPAIRED. Holders of Interests in the Debtors will not be entitled to receive any Distributions or retain any property under the Plan or from the Liquidating Trust on account of such Interests. On the Effective Date, KB shall be authorized to request a distribution of the Registry Funds to its COLTAF Trust Account, and the Registry Funds shall be promptly paid to such account. Upon KB's receipt of the Registry Funds, KB will promptly distribute such funds to creditors. A full-text copy of the Amended Joint Plan of Liquidation dated Nov. 13, 2019, is available at https://tinyurl.com/wuszua2 from PacerMonitor.com at no charge. Counsel for debtors Whitewater/Evergreen Operations, LLC, SWD, LLC, EFSWD I, LLC, and PH Grinders, LLC: Lee M. Kutner Kutner Brinen, P.C. 1660 Lincoln St., Suite 1850 Denver, CO 80264 Telephone: 303- 832-2400 Fax: 303-832-1510 E-mail: lmk@kutnerlaw.com Counsel for HBC Whitewater, LLC: William L. Wallander Bradley R. Foxman Matthew D. Struble VINSON & ELKINS LLP Trammel Crow Center 2001 Ross Avenue, Suite 3900 Dallas, TX 75201-2975 Tel: 214.220.7700 Fax: 214.220.7716 E-mail: bwallander@velaw.com Counsel for debtor Six Pack Energy, LLC: Bart K. Larsen 400 S. Rampart Blvd. Ste. 400 Las Vegas, NV 89145 702-362-7800 Fax: 702-362-9472 Email: blarsen@klnevada.com About Whitewater/Evergreen Operations Whitewater/Evergreen Operations, LLC owns 50% interest in Fowlerton Salt Water Disposal Well. EFSWD 1 has 43% ownership interest in Cheapside Salt Water Disposal Well. SWD, LLC has 37% ownership interest in EFSWD 1. Whitewater/Evergreen Operations, LLC, (Bankr. D. Colo. Case No. 18-14535), SWD, LLC, (Bankr. D. Colo. Case No. 18-14537) and EFSWD 1, LLC (Bankr. D. Colo. Case No. 18-14542) filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code on May 24, 2018. Another affiliate, PH Grinders, LLC, filed for Chapter 11 (Case No. 18-14696) on May 30, 2018. The petitions were signed by Ben R. Doud, as their manager. The proceedings are jointly administered under Whitewater/Evergreen's case. The cases are assigned to the Hon. Kimberley H. Tyson. Whitewater/Evergreen Operations disclosed $8 million in assets against $11.6 million in liabilities as of the bankruptcy filing. Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as the Debtors' counsel. WILLIAM FOCAZIO: Wants Disclosure Hearing Reset to Jan. 9, 2020 --------------------------------------------------------------- Sari B. Placona, attorney for Debtors William Focazio, MD PA & Endo Surgical Center of North Jersey, requests an adjournment of disclosure statement hearing and status conference hearing on Nov. 14, 2019, at 11:00 a.m. be rescheduled to Jan. 9, 2020, at 11:00 a.m. In seeking to reschedule the Nov. 14 hearing, the Debtors explained that counsel is negotiating with First Commerce Bank regarding a workout and needs time to finalize a term sheet. The Debtors are represented by: McMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Suite 201 Roseland, NJ 07068 Tel: (973) 622-1800 Anthony Sodono, III Sari B. Placona About Endo Surgical Center of North Jersey, P.C. Headquartered in Clifton, New Jersey, William Focazio, MD, PA, Endo Surgical Center of North Jersey, and Fenner Ave., LLC, are privately held companies that operate in the health care industry specializing in internal medicine and gastroenterology. William Focazio, MD, PA and its affiliates Endo Surgical Center of North Jersey and Fenner Ave., LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10752, 18-10753 and 18-10755, respectively) on Jan. 13, 2018. William Focazio, M.D., principal, signed the petitions. At the time of filing, William Focazio, MD, PA has $1,130,000 in total assets and $12,830,000 in total liabilities; and Endo Surgical Center has $1,170,000 in total assets and $16,490,000 in total liabilities. Judge Vincent F. Papalia oversees the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's counsel. Virginia M. Plaza was appointed as the patient care ombudswoman for the Debtors. Rabinowitz, Lubetkin & Tully, LLC, serves as counsel to the PCO. WILLIAMS PLUMBING: Unsecureds Owed $668K to Split $120K Under Plan ------------------------------------------------------------------ Debtor Williams Plumbing, Heating and Air Conditioning, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Alabama a Plan of Reorganization and a Disclosure Statement. The Debtor proposes to pay the allowed unsecured claims $120,000, following the 60 months after the effective date of the plan. The estimated unsecured debt is $668,651. The debtor proposes to make distributions from available funds from operations. The Debtor proposes to commence making payments in the amount of $1,000 a month beginning the first month after the effective date for 120 months. The Debtor proposes to make this payment to an escrow account and to distribute said funds pro-rata annually by December 15th of each year, with the first distribution to commence December 15, 2020. The Debtor proposes to pay no interest on these unsecured claims. The current owners, Michael S. Coker and Michael R. Coker, will retain their ownership interests. The unsecured creditors will certainly do better in this plan than they would in liquidation. The unsecured creditors will receive $120,000. As of the end of September 2019, the debtor had $12,772.69 in cash on hand, $251,511.68 in receivables and about $192,028 worth of equipment. If the company was forced into be liquidation any proceeds from the sale of equipment would be paid to the priority creditors and the unsecured creditors would not receive any distribution. The Debtor will fund the Plan through continued operations of the HVAC and Plumbing Business. The income alone is sufficient to fund the Plan. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/uwhuoxh from PacerMonitor.com at no charge. The Debtor is represented by: FRITZ LAW FIRM, LLC Michael A. Fritz, Sr. 25 S. Court Street, Suite 200 Montgomery, AL 36109 About Williams Plumbing Williams Plumbing, Heating, and Air Conditioning, Inc., operates a heating, and air conditioning company, specifically installing and repairing HVAC systems. The company is operated by Michael Coker. Williams Plumbing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 19-30125) on Jan. 16, 2019. In the petition signed by its president, Michael Coker, the Debtor disclosed assets under $50,000 and liabilities ranging between $500,001 and $1 million. The Debtor tapped The Fritz Law Firm as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. WYNDHAM DESTINATION: Fitch Rates 10-Yr. Secured Notes 'BB+' ----------------------------------------------------------- Fitch Ratings assigned a 'BB+'/'RR1' rating to Wyndham Destination's 10-year senior secured notes offering. The notes will rank pari passu with Wyndham's existing secured notes, revolving credit facility, and term loan B. Fitch expects the company to use the proceeds to pay down a portion of borrowings outstanding under its $1 billion revolver. The company had $357 million in revolver borrowings outstanding as of Sept. 30, 2019. KEY RATING DRIVERS High Leverage: Fitch expects Wyndham to operate with leverage (total adjusted debt/operating EBITDAR) in the low- to mid-5.0x through the cycle, which is appropriate for the low 'BB' rating category. Fitch's leverage calculation excludes Wyndham's net interest margin from timeshare financing and the related non-recourse debt but includes an adjustment to ensure proper capitalization of the company's captive finance operations. Wyndham has an announced leverage target of 2.25x to 3.0x, based on a net leverage calculation that includes net financing income but excludes the non-recourse, securitized timeshare receivables obligations held on the company's balance sheet. For the LTM period ending June 30, 2019, company-measured net leverage was 2.9x. Strong Cash Flows: Following the spin-off, Fitch expects Wyndham's through-the-cycle cash flow volatility to increase as the company's operational focus has narrowed to the less stable, more capital-intensive timeshare business. Wyndham generates the majority of its timeshare cash flows from interval sales and, to a lesser extent, from the financing spread from timeshare loans and recurring fees from long-term resort management contracts. Wyndham also generates roughly a quarter of its revenues from the less capital-intensive, fee-based timeshare exchange business. Wyndham has modified its timeshare business since 2009 in an effort to reduce cash flow volatility. Examples include emphasizing recurring revenues such as property management fees, exchange fees, and transitioning to more capital-efficient forms of inventory sourcing, such as the "just-in-time" model, which allows Wyndham to acquire completed inventory developed by a third-party close to the time of the sale to the timeshare customer. Fitch expects the company will continue to seek timeshare inventory sourcing opportunities under its capital light business model, in addition to modest timeshare inventory spending of roughly $250 million annually. Strong Position in Competitive Industry: Wyndham has a strong market position in the timeshare industry. The company is the largest timeshare operator based on owner families, which provides some economies of scale and facilitates third-party marketing relationships. Wyndham also operates one of the two largest timeshare exchange networks through its RCI subsidiary. Fitch expects the company to generate returns on invested capital at or above its peer average through the cycle. The domestic timeshare market is mature, with above average economic cyclical sensitivity owing to the consumer discretionary nature of the product. Entry barriers are limited, and there are a variety of competitive alternatives, including rapid growth and adoption of alternative lodging accommodation companies, such as Airbnb, Inc. Speculative Grade Financial Flexibility: Wyndham's financial flexibility is generally consistent with speculative grade ratings. The company has financial policies in place, but Fitch expects the company to show some flexibility around implementation that could lead it to temporarily exceed downward rating sensitivities. Wyndham has adequate liquidity but has some intermediate-term debt maturity concentration, as well as reliance upon the timeshare ABS market to fund its timeshare customer lending beyond its $800 million warehouse facility. A significant downturn accompanied by tightened credit markets could pressure Wyndham's ratings by limiting the company's access to stable capital sources and require it to provide support to its finance subsidiary. Along with the company's other financial obligations, Fitch is monitoring Wyndham's total and maximum annual funding requirements related to its timeshare inventory purchase commitments, emphasizing the impact to leverage under weaker economic and industry conditions. Wyndham has adequate flexibility to redirect discretionary capex (i.e. share repurchases) to pay down debt and reduce leverage in an economic downturn. Growing Contingent Liabilities: Wyndham's off-balance-sheet liabilities, including contractual and contingent obligations, have increased in recent years, partly due to the company's less capital-intensive timeshare inventory sourcing strategies. Fitch incorporates these items into the ratings by analyzing Wyndham's liquidity position and the potential impact to increased leverage under various liability funding scenarios. Inventory purchase commitments under its capital-light business model have increased Wyndham's off-balance-sheet contractual obligations. Fitch recognizes the financing elements associated with these transactions, but does not consider them akin to debt. Cyclicality of Timeshare Industry: The domestic timeshare market is mature, with above average economic cyclical sensitivity owing to the consumer discretionary nature of the product. Entry barriers are limited, and there are a variety of competitive alternatives, including rapid growth and adoption of alternative lodging accommodation companies, such as Airbnb, Inc. Fitch generally views the timeshare business less favorably than the lodging business due to greater earnings volatility and capital intensity. The timeshare industry is highly discretionary and vacation ownership interest (VOI) sales are very sensitive to economic conditions. This sensitivity was evidenced in the latest recession; over 2008 - 2009, U.S. VOI sales fell over 40% from the industry's $10.6 billion peak in 2007 to $6.3 billion in 2009. Since 2009, industry sales have grown each year (6% CAGR), but 2018's sales of $10.2 billion are still below the 2007 peak of $10.6 billion. DERIVATION SUMMARY Wyndham's ratings reflect the company's dominant position in the timeshare industry, as well as the diversification benefits of its less capital-intensive exchange business. The discretionary nature of timeshare sales and the company's high financial leverage balance the ratings. Wyndham is the largest timeshare operator with close to 900,000 owners in its system. Marriott Vacations is the company's closest peer following completion of its acquisition of ILG given the combined size (roughly 660,000 owner families), followed by Hilton Grand Vacations at 315,000 and Bluegreen Vacations with 217,000. Wyndham's revenues are more diversified than Hilton Grand Vacations due to the inclusion of its timeshare exchange network, RCI. However, peer Marriott Vacations gained access to Interval's network through its acquisition of ILG. Marriott Vacations also has better brand diversification via its relationship with Marriott International (BBB/Stable) and ILG's exclusive licenses to use the Starwood and Hyatt timeshare brands. Fitch expects Wyndham's total adjusted debt/operating EBITDAR to sustain in the low- to mid-5.0x range through the cycle. KEY ASSUMPTIONS - Healthy tour and VPG growth in 2019, followed by weaker VPG in a softer demand environment in the outer years; - Declines in the Exchange & Rental segment in 2019 and 2020 as a result of the divestiture of the rental business and weaker exchange revenue per member; - Stable financing net interest margin through the forecast period; - Total adjusted debt/operating EBITDAR in the low- to mid-5.0x range. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Total adjusted debt/Ooerating EBITDAR sustaining below 4.0x; - Greater cash flow diversification by brand and/or business line. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Deterioration in the company's liquidity position, possibly due to greater off-balance sheet timeshare inventory purchase commitments, leading to EBITDAR/(gross interest + rents) sustaining below 2.0x; - Total adjusted debt/operating EBITDAR sustaining above 5.5x; - Material decline in profitability, leading to EBITDAR margins sustaining around or below 15%; - Consistently negative FCF. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Wyndham's liquidity position is adequate considering its $1 billion revolving credit facility and strong cash flow generation; however, the company has some intermediate-term concentration in its debt maturity ladder, as well as reliance upon the ABS market to help fund its timeshare customer lending activities beyond its $800 million warehouse facility. A significant economic downturn resulting in tightened credit markets could pressure Wyndham's securitization market access and potentially require the company to provide support to its finance subsidiary. This risk is mitigated by the company's annual extension of its two-year $800 million receivable securitization warehouse facility. Wyndham's financial flexibility is generally consistent with high speculative grade ratings. The company has financial policies in place, but Fitch expects the company to show some flexibility around implementation that could lead it to temporarily exceed downward rating sensitivities. SUMMARY OF FINANCIAL ADJUSTMENTS -- Historical and projected EBITDA is adjusted to exclude non-cash, stock-based compensation expense, restructuring costs, executive departure costs and impairments. -- Fitch's adjusted leverage calculation excludes non-recourse timeshare debt from total debt and excludes related financing income from EBITDA. -- Fitch capitalized Wyndham's operating leases using an 8x multiple for the purpose of calculating total adjusted debt/operating EBITDAR. -- Fitch calculated an appropriate target debt-to-equity ratio of 2.0x for allocating consolidated debt to Wyndham's finance subsidiary for the purpose of calculating total adjusted debt/operating EBITDAR. 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