/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160928.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, September 28, 2016, Vol. 20, No. 271 Headlines 2747 CAMELBACK: Files Plan to Exit Chapter 11 Protection 4402 MAMMOTH: Case Summary & 2 Unsecured Creditors 477 WEST: Unsecureds To Get Paid in Full in Cash Under Plan 7470 COMMERCIAL: Case Summary & 7 Unsecured Creditors A.L. EASTMOND: 1225 Randall Buying Bronx Property for $2.8M AE JEWELERS: Case Summary & 20 Largest Unsecured Creditors AEROPOSTALE INC: Mall Owners Get Aggressive in Rescuing Retailer AF-SOUTHEAST: Taps Anthony J. Cassar as Payroll Tax Professional ALAN MISHKIN: Disclosures OK'd; Plan Hearing On Nov. 8 ALBANY LLC: Court Confirms Amended Chapter 11 Plan ALEMAYEHU MARU: Hearing on Disclosures Scheduled For Oct. 24 ALIXPARTNERS LLP: Moody's Retains B2 CFR on Repricing Transaction AMC PROPERTIES: Can Use Cash Collateral on Final Basis AMERICAN CAPITAL: Egan-Jones Hikes Sr. Unsec. Ratings to BB AMSHALE ENERGY: Case Summary & 2 Unsecured Creditors AMY SINES: Court Approves 2nd Amended Plan Outline ANGEL INVESTMENTS: Plan Confirmation Hearing Set for Nov. 3 ANTARAMIAN PROPERTIES: $175K Breakup Fee Award to SB Capitol Upheld APEX ENDODONTICS OF TN: Can Pay Note Claims in Full, Bank Says BALTAZAR ANTONIO: Disclosures OK'd; Plan Hearing on Oct. 12 BATTALION RESOURCES: Taps Lindquist & Vennum as Legal Counsel BIOCLINICA HOLDING: Moody's Assigns B3 CFR; Outlook Stable BLUE LEOPARD: Cash Collateral Motion Denied as Moot BLUFF CITY SHEET: Mills-Wilson Can Enforce Lien v. Center City Land BOMBARDIER INC: Fitch Affirms B Issuer Default Rating, Outlook Neg BOMBARDIER INC: S&P Lowers CCR to 'B-', Outlook Stable BOOM LIMO: Seeks to Employ John Downing as Bankruptcy Counsel BREMAR DEVELOPMENT: Can Use First-Citizens Cash on Final Basis BREWER CONSTRUCTION: Taps Gambrell as General Counsel BROOKSIDE CLINICAL: Unsecureds to Get 10% Under 1st Amended Plan BROWN'S CHRISTIANWAY: Taps James Valley as Legal Counsel BW OIL: Seeks to Hire Ahlgren Law Office as Counsel BWP SCHOOL: S&P Lowers Rating on 2013A/B Revenue Bonds to 'B-' CADENCE INNOVATION: $10K Private Sale of Remnant Assets Proposed CAESARS ENTERTAINMENT: Creditor Groups Back Ch.11 Plan Term Sheet CAESARS ENTERTAINMENT: Egan-Jones Hikes Sr. Unsec. Ratings to CC CAESARS ENTERTAINMENT: Parent Has Restructuring Deal with Creditors CALICO VENTURES: US Trustee Fails to Appoint Creditors' Committee CAMINO AGAVE: Can Use Cash Collateral on Final Basis CARLOS DE LA ZARGA JR: Selling Mineral and Production Interest CARTER TABERNACLE: Case Summary & 3 Unsecured Creditors CASCELLA & SON: Court Allows Cash Collateral Use Until Oct. 31 CASTELLINO VILLAS: 9th Circ. Affirms Discharge of Attorney's Claim CCM MERGER: Moody's Affirms B2 CFR; Outlook Stable CCM MERGER: S&P Affirms 'BB-' Rating on Secured Credit Facility CENVEO INC: Egan-Jones Ups Sr. Unsec. Ratings to CCC+ CHC GROUP: Court Allows Cash Collateral Use Until Oct. 19 CHERRY CONTRACTING: Has Until Sept. 28 to Use Cash Collateral CHURCH HILL: Selling Tennessee Personal Property to Pay FTB CITICARE INC: Plan Confirmation Hearing Set for Oct. 21 CLAIRE'S STORES: Moody's Affirms Ca-PD PDR, Outlook Negative CLARK-CUTLER-MCDERMOTT: Cash Collateral Use Until Sept. 30 Approved CLIFFS NATURAL: Egan-Jones Hikes Sr. Unsecured Ratings to CCC CLOUD PEAK: S&P Lowers CCR to 'SD' & Rates 2nd-Lien Notes 'B-' CLUB VILLAGE: CF SBC Pledgor 1 Cash Use Until Dec. 23 Allowed COMMUNITY HEALTH: Egan-Jones Cuts Sr. Unsec. Ratings to B- CONTOURGLOBAL LP: Fitch Affirms B+ Long-term Issuer Default Rating CORE RESOURCE: U.S. Trustee Adds Now CFO as Committee Member CREATIVE FOODS: Use of Ridgestone Cash Collateral Until Oct. 21 OK D & C ENTERPRISES: Hires Alliance Financial as Tax Return Preparer DCP MIDSTREAM: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ DEBORAH WHITE: Disclosure Statement Hearing on Nov. 16 DEVON HEALTH: Plan Carves Out $25,000 for $8MM Unsecured Claims DIGITALGLOBE INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB DOMINICA LLC: Employs Van Dam Law as Bankruptcy Counsel DOMINICA LLC: Has Until Oct. 13 to Use Cash Collateral DRM SALES: Files Amended Chapter 11 Liquidating Plan EDWIN GORDON BOND: Unsecureds To Be Paid $100 Per Month Under Plan ELK CREEK: Seeks to Hire Benson Blevins as Accountant EMES PROPERTIES: Voluntary Chapter 11 Case Summary ENERGY FUTURE: Paul Weiss, Young Conaway Represent Ad Hoc Committee ESSER FAMILY: Disclosure Statement Hearing Set for Oct. 20 FELIX VELAZQUEZ: Plan Outline Ok'd, Confirmation Hearing on Oct. 12 FERDINAND RAMIREZ: Unsecureds To Recover 20% Under Plan FIRED UP: Proposes Online Auction of Assets by TAGeX FPMC AUSTIN: Selling Personal Property to St. David's for $1.3M FRANK CARL KLEIN: Disclosures Okayed, Plan Hearing on Nov. 1 GAM VENTURE: Hires Cohen & Krol as Legal Counsel GEORGE MARTIN ANAST: Unsecured Creditors to Get 10% Under Plan GLEN HAMMER: Disclosure Statement Hearing on Oct. 25 GLM DFW: Plan Confirmation Hearing Set for Oct. 12 GOSPEL TABERNACLE: Can Use Multibank Cash Collateral Until Nov. 1 HEBREW HEALTH: Committee Hires EisnerAmper as Financial Advisor HERC HOLDINGS: Egan-Jones Lowers FC Sr. Unsec. Rating to B HESTER CONSTRUCTION: Asks for Conditional OK of Disclosures HNC HOLDINGS: S&P Assigns 'B' CCR & Rates $360MM Facilities 'B' HOLSTED MARKETING: Court OKs Rosenthal Financing on Final Basis HUTCHESON MEDICAL: Court Allows Cash Collateral Use Until Oct. 28 HUTCHESON MEDICAL: Trustee Taps Ogier as Special Counsel ICRCO INC: Wants to Use City National Bank Cash Collateral INMAN STREET PROPERTIES: UCB Wants to Prohibit Cash Collateral Use INTEGRO PARENT: S&P Affirms 'B' CCR, Outlook Revised to Negative INTERNATIONAL SHIPHOLDING: US Trustee Adds 2 Members to Committee IONIS PHARMACEUTICALS: Egan-Jones Cuts Sr. Unsec. Ratings to B- JAC HOLDING: S&P Affirms 'B' CCR & Revises Outlook to Stable JAMES SCOTT SMITH: Unsecured Creditors to Recoup 3% in 5 Yrs JEFF BENFIELD: Court OKs Cash Collateral Use Until Oct. 26 JPS COMPLETION: Court Allows Cash Collateral Use on Interim Basis KATHY DRIVE REALTY: Taps Notinger Law as Legal Counsel KEVIN CHRISTOPHER GLEASON: Unsecureds to Get 39.5% or 46.6% in Plan KEY ENERGY: Egan-Jones Cuts Sr. Unsec. Debt Ratings to D KING REHAB: Taps Broege Neumann as Bankruptcy Counsel KIRK'S FRAMING: Employs Adam Law Group as General Counsel L & R FAMILY: Seeks Authorization to Use Cash Collateral LBM BORROWER: Moody's Retains B3 CFR on $90MM Loan Add-On LEHMAN BROTHERS: Court Dismisses 2138747 Ontario's Suit vs. Samsung LIDA BAUCAGE PEREZ: Hearing on Plan Outline Set For Nov. 2 LINWOOD R. LOVETT: Summary Judgment Granted to CertusBank LIONS GATE: Moody's Confirms Ba3 CFR & Rates New Facility Ba2 LIONS GATE: S&P Lowers Rating to 'B+', Off CreditWatch Negative LKN PROPERTIES: Taps Newmark as Real Estate Broker LOUISIANA-PACIFIC CORP: Egan-Jones Ups Sr. Unsec. Ratings to BB- M2L TRANSPORTATION: US Trustee Fails to Appoint Creditors' Panel MANUEL MEDIAVILLA: Plan Confirmed, PRLP Objection Denied MARK HANDEL: Oct. 20 Plan Confirmation Hearing Set MARSHA ANN RALLS: BWF Plan Proposes to Pay Creditors in Full MATHIOPOULOS 3M: Has Until Nov. 30 to Use Cash Collateral MAURO CEVENINI: Disclosures Approved; Nov. 15 Plan Hearing Set MBAC FERTILIZER: Seeks Approval of CCAA Plan of Arrangement MCGAHAN FAMILY LP: Hires Jack White of Kenai as Realtor MCGAHAN FAMILY LP: Taps Jack White of Soldotna as Realtor MEDICAL CASE MANAGEMENT: Files Chap. 11 Exit Plan MENCO PACIFIC: Case Summary & 20 Largest Unsecured Creditors MERITOR INC: Egan-Jones Hikes Sr. Unsec. Debt Ratings to B+ METCOM NETWORK: NFS Leasing Consents to Use of Cash Collateral MI ARBOLITO: Cal. App. Affirms $2.7MM Judgment vs. PCMFI MICHAEL ROBERT WIGLEY: BAP Affirms Plan Confirmation Order MILLER AUTO: Unsecureds to Get 56%-86% Recovery Under the Plan MIMM CONDOMINIUM: Hires David Softness as General Counsel MYERS INDUSTRIES: Egan-Jones Cuts Sr. Unsec. Ratings to BB+ NATIONAL MEDICAL: Claims vs. US Bank, Lyon, Entitled to Jury Trial NEW FOAM: Plan Confirmation Hearing Set for Nov. 16 NIKHIL BABU: Disclosures OK'd; Plan Confirmation Hearing on Nov. 2 NJOY INC: Appoints UpShot Services as Claims & Noticing Agent NJOY INC: Hires Cohnreznick Capital as Investment Banker NORMAN EDWARD McMAHON: Amended Chapter 11 Plan Filed NORTHERN BEEF: Ch. 11 Professionals Won't Be Paid from Trustee Fund OAK RIVER ASSET: Taps Coldwell Banker as Real Estate Broker P & G FITTINGS: Seeks to Employs Francis Corbett as Counsel PAUL GREMILLION: Disclosures Okayed; Plan Hearing on Oct. 5 PERRY PETROLEUM: Martin's Pastry Resigns as Committee Member PHOENIX SERVICES: S&P Affirms 'B' CCR, Outlook Stable PINNACLE OPERATING: Moody's Lowers CFR to Caa1, Outlook Negative PINNACLE OPERATING: S&P Cuts CCR to CCC on Increased Liquidity Risk PODIUM PERFORMANCE: Wants to Use Suntrust Bank Cash Collateral PUERTO RICO: Federal Oversight Board to Hold First Meeting Sept. 30 QUEENSBORO 1: Taps David W. Steen as Legal Counsel RAILYARD COMPANY: Magistrate Recommends Upholding of Trustee Order RALPH ISOM: Plan Outline to be Heard on Nov. 9 RAMBUS INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ REDIGI INC: Taps Kelley & Fulton as General Counsel REGATTA CONSTRUCTION: Cash Collateral Use on Final Basis Allowed RELIABLE RACING: Can Use TD Bank Cash Until Sept. 30 RESPONSE 1 MEDICAL: Taps Michael Hawes as Accountant RETREAT AT ZION: Can Get DIP Financing, Use Cash on Interim Basis REVOLVE SOLAR: Court Declares Cash Collateral Use Null and Void RICE BUILDING: Disclosure Statement Hearing Set for Oct. 19 RIVER NORTH: Can Use Republic Bank Cash Collateral Until Oct. 4 ROBINSON PREMIUM: Seeks to Hire Coats Rose as Counsel ROCKDALE MANOR: Lender's Claim Up $1.33 Million Under Amended Plan ROCKET SOFTWARE: Moody's Affirms B2 CFR, Outlook Stable ROCKET SOFTWARE: S&P Affirms 'B' CCR on Capital Structure Changes RUTH DIETZMAN: Disclosures OK'd; Plan Hearing On Oct. 13 SAEED ZARAKANI: Westwood Allowed $40K Admin. Expense Claim SALADO SMILES: Seeks to Hire Lott Vernon as Accountant SAMUEL EVINS WOMACK: Earmarks $6,000 for $464,000 Unsecured Claims SAMUEL WYLY: Hearing on Caroline Wyly's Exit Plan Set for Oct. 21 SENATE ACCEPTANCE: Disclosures Okayed, Plan Hearing on Oct. 18 SILVERLINE CUSTOM: Bank of Commerce Wants to Restrict Cash Use SKILLMAN INTERNATIONAL: Can Use Cash Collateral For HVAC Repair SONIC AUTOMOTIVE: S&P Lowers CCR to 'BB-' on Weak Cash Flow SPOGAIN INVESTMENTS: Employs Fisher to Auction Property THIRTEEN EAST: Hearing on Cash Collateral Use Set on Oct. 6 THORNBURG MORTGAGE: SEC Drops Several Claims Against Former CEO TLC HEALTH: Home Health Patients Increases, 14th PCO Report Says TMS INTERNATIONAL: S&P Affirms 'B+' CCR; Outlook Revised to Stable TTJ ENTERPRISES: 2nd Plan Outline Notes 5% Recovery for Unsecureds UNITED PLASTIC: Can Continue Use of Renasant Bank Cash Collateral VALLEJO, CA: Officers Liable to Pay $50K Compensatory Damages VERENGO INC: Selling Substantially All Assets to Crius for $11.9M VERENGO INC: Wants Approval for $22-Mil. Crius Solar DIP Loan VICTOR JONES: Plan Outline to be Heard on Oct. 24 WANDA MENDEZ: Plan Confirmation Hearing Set for Nov. 1 WD WOLVERINE: Moody's Assigns B3 CFR; Outlook Stable WEIGHT WATCHERS: Egan-Jones Cuts Commercial Paper Rating to C WESTPORT HOLDINGS: Wants to Use CPIF Cash Collateral WILLIAM COLE: Proposes to Pay $15K to Unsecured Creditors WINDMILL RESERVE: Employs Rosenbaum Sobel as Accountant WORLD OF WOOD: Wants to Use Access National Bank Cash Collateral ********* 2747 CAMELBACK: Files Plan to Exit Chapter 11 Protection -------------------------------------------------------- 2747 Camelback, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas its proposed plan to exit Chapter 11 protection. The restructuring plan proposes for the transfer of the company's real property and improvements located along E. Camelback Road, in Phoenix, Arizona, to HCSLR Camelback, LLC. HCSLR is a Delaware limited liability company that will be created for the purpose of acquiring and developing the real property. Pursuant to the plan, 2747 Camelback's senior lenders will retain all of their liens against the real property and will receive 100% of the equity in HCSLR. The plan will be funded by the senior lenders releasing to 2747 Camelback the funds in the amount of $500,000 held in NexBank accounts. The company will use the funds to pay all creditors in full under the plan, with interest, shortly after the claims are allowed by the court. Class 4 general unsecured claims will be paid in cash no later than 10 business days following the effective date of the plan or the allowance of those claims, according to the company's disclosure statement explaining the plan. A copy of the disclosure statement is available for free at https://is.gd/trcgCI About 2747 Camelback 2747 Camelback, LLC, based in Dallas, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-31846) on May 4, 2016. The Hon. Harlin DeWayne Hale presides over the case. Davor Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C., in Dallas, Texas, serves as counsel to the Debtor. In its petition, the Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Scott Ellington, authorized signatory. 4402 MAMMOTH: Case Summary & 2 Unsecured Creditors -------------------------------------------------- Debtor: 4402 Mammoth Investors, LLC 3501 Ocean View Blvd. Glendale, CA 91208 Case No.: 16-22700 Chapter 11 Petition Date: September 26, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Julia W. Brand Debtor's Counsel: David I Brownstein, Esq. LAW OFFICE OF DAVID I. BROWNSTEIN PO Box 16474 Irvine, CA 92623 Tel: 949-486-4404 Fax: 949-861-6045 E-mail: david@brownsteinfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Arthur Aslanian, managing member. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-22700.pdf 477 WEST: Unsecureds To Get Paid in Full in Cash Under Plan ----------------------------------------------------------- 477 West 142nd Street Housing Dev. Fund Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement pertaining to the amended plan of reorganization that Shirley Pitts, the Debtor's president and shareholder, is proposing. The Plan Proponent is not aware of any valid Class V Unsecured Claims against the Debtor. The Chapter 11 Trustee has not as yet filed Schedules. DeBlakely, Pitts, Callendar and McClain, occupants of the Debtor's real property located at 477 West 142nd Street, New York, New York, have filed unsecured claims totaling $4,250,000. These claims appear to be completely baseless and interposed solely for obstructionist purposes, according to The Plan Proponent. Indeed, they are belied by the fact that these Occupants have historically paid little or no maintenance, and if anything, are heavily indebted to the Debtor for unpaid maintenance. The city agency claims also demonstrate that no investment of any kind for the upkeep of the Property was being made by these Occupants. Under the Plan, the disbursing agent or Plan Proponent will pay the allowed amount of the Class V Claims in full, in cash, on the Effective Date or as soon as practicable thereafter. Class V is an unimpaired class and is not entitled to vote to accept or reject the Plan. On the Effective Date, or as soon thereafter as is practicable, the Property will be transferred from the Debtor to the Plan Proponent or her designee pursuant to the Plan. Any consideration for tge transfer (whether by sale or otherwise) will be used to provide the funds to implement the Plan. A copy of the Amended Plan is available at: http://bankrupt.com/misc/nysb15-12178-75.pdf The Plan was filed by Ms. Pitts' attorneys: LAW OFFICES OF DAVID CARLEBACH, ESQ. David Carlebach, Esq. Ira Abel, Esq. 55 Broadway Suite 1902 New York, NY 10006 Tel: (212) 785-3041 Fax: (347) 472-0094 E-mail: david@carlebachlaw.com ira@carlebachlaw.com -- and -- Daniel Lavotshkin, Esq. LAVOTSHKIN LAW GROUP 83-13 Northern Boulevard Jackson Heights, NY 11372 Tel: (718) 701-8308 E-mail: info@lawcenterny.com 477 West 142nd Street Housing Dev. Fund Corp. is primarily in the business of ownership of real property located at 477 West 142nd Street, New York, New York, also known as 1661-1669 Amsterdam Avenue, New York, New York. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-12178) on Aug. 5, 2015. Gregory M. Messer, Esq., the Chapter 11 Trustee, is represented by: Adam P. Wofse, Esq. A Partner of the Firm LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue Wantagh, NY 11793 Tel: (516) 826-6500 E-mail: AWofse@LHMLawFirm.com 7470 COMMERCIAL: Case Summary & 7 Unsecured Creditors ----------------------------------------------------- Debtor: 7470 Commercial Way Partners, LLC 723 S. Casino Center Blvd. Las Vegas, NV 89101-6716 Case No.: 16-15253 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: September 26, 2016 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Bruce T. Beesley Debtor's Counsel: Samuel A. Schwartz, Esq. SCHWARTZ FLANSBURG PLLC 6623 Las Vegas Blvd. So., Ste 300 Las Vegas, NV 89119 Tel: (702) 385-5544 Fax: (702) 385-2741 Email: sam@nvfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Suder, managing member. A copy of the Debtor's list of seven unsecured creditors is available for free at http://bankrupt.com/misc/nvb16-15253.pdf A.L. EASTMOND: 1225 Randall Buying Bronx Property for $2.8M ------------------------------------------------------------ A.L. Eastmond & Sons, Inc., and its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to authorize Easco Boiler Corp.'s sale of property located at 1225 Randall Avenue, Bronx, New York, to 1225 Randall Avenue, LLC for $2,750,000, subject to overbid. A hearing on the Motion is set for Oct. 19, 2016 at 11:00 a.m. (PET). The objection deadline is Oct. 10, 2016 at 4:00 p.m. (PET). On July 6, 2016, the Court entered its Findings of Fact, Conclusions of Law and Order Confirming Debtors' Second Amended Chapter 11 Plan of reorganization Pursuant to 11 U.S.C. Section 1129 and Fed. R. Bankr. P. 3020 ("Confirmation Order"), confirming the Debtors' Plan. On July 15, 2016, the Debtors filed Notice that the Effective Date of the Plan occurred on July 11, 2016. Pursuant to the Plan, the Confirmation Order approved and authorized the merger of the Debtors into Easco Boiler Corp. to form the reorganized Easco Boiler ("Merger"). The Merger was consummated on or about Aug. 1, 2016 pursuant to that certain Certificate of Merger dated and filed as of such date with the Department of State of the State of New York. Easco Boiler is therefore the reorganized and sole surviving entity of the Debtors. Easco Boiler's co-marketing and sales team, Keen-Summit Capital Partners, LLC and Keller Williams Realty NYC Group ("Broker"), retained by order of the Court dated Jan. 22, 2016, conducted a robust marketing process for the sale of the property. Easco Boiler received and evaluated multiple offers for purchase of the property, culminating in an offer by the Stalking Horse Bidder with no contingencies in the amount of $2,750,000 ("Stalking Horse Bid"). After extensive good faith negotiations, Easco Boiler and the Stalking Horse Bidder entered into the Sale Agreement dated Sept, 19, 2016, for the purchase of the property. The property constitutes collateral of the Debtors' pre-petition secured lender, CCHP, LLC ("Secured Lender") pursuant to (i) that certain Loan and Security Agreement ("Prepetition Secured Credit Agreement"), dated as of Dec. 21, 2007, by and between the Debtors and Sovereign Bank, which was ultimately assigned to the Secured Lender, (ii) mortgages ("Mortgages"), dated as of Dec. 21, 2007, executed by A.L. Eastmond & Sons, Inc. in favor of Sovereign Bank, duly recorded on Jan. 25, 2008 in the Office of the City Register of the City of New York, Bronx County, and dated as of Oct. 23, 2008, executed by A.L. Eastmond in favor of Sovereign Bank, duly recorded on Nov. 13, 2008, in each case ultimately assigned to the Secured Lender, and (iii) a Mortgage Spreader Agreement ("Mortgage Spreader Agreement"), recorded on Nov. 4, 2010 in the Office of the City Register of the City of New York, Bronx County. By the Motion and the Sale Agreement, Easco Boiler is seeking to sell the property free and clear of all liens, claims and encumbrances under Section 363(f) of the Bankruptcy Code. Easco Boiler will utilize the proceeds of sale of the property to repay the Secured Lender in part. The Sale Agreement provides for certain benchmarks and deadlines for completion. Therefore, Easco Boiler is required to comply with the deadlines in the Sale Agreement, including (i) entry of the Sale Order within 30 days after execution of the Sale Agreement, or Oct. 19, 2016, and (ii) closing of the sale within 15 days after entry of the Sale Order, but no later than 45 days after execution of the Sale Agreement (subject to a grace period), with time being of the essence of the Sale Agreement as to the parties' obligation to close on such date. The Secured Lender holds a secured claim against Easco Boiler in the amount of $11,973,347 as of the Petition Date, plus accrued and unpaid interest from the Petition Date, less adequate protection payments, less payment to the Secured Lender of proceeds of A.L. Eastmond's sale of its Oak Point Property ("Secured Lender's Claim"). Based upon the Secured Lender's latest Statement dated July 19, 2016, the remaining Secured Lender's Claim as of the date of the Motion is approximately $6,463,136. The Secured Lender's Claim is secured by the property and substantially all other assets of the Debtors. All secured tax claims alleged against the property will either be satisfied and discharged prior to the closing of the sale of the property or will be paid in full from the proceeds of the sale. Any other claims that are validly secured by the property will attach to the proceeds of the sale of the property in the same order and with the same priority with which they existed as of the Petition Date. It is anticipated that there will be insufficient proceeds over and above the amount of the Secured Lender's Claim to pay any junior liens from the sale of the property. Easco Boiler's Secured Lender has consented to the use of cash collateral through Dec. 31, 2016 to allow for the sale of the property on the timeline set forth in the Sale Agreement and summarized above and to facilitate repayment or refinancing of the remaining Secured Lender's Claim pursuant to the Plan. Easco Boiler believes that it is in the best interest of all of Easco Boiler's creditors and interest holders that Easco Boiler proceed expeditiously with the sale of the property pursuant to the Bid Procedures approved in the Plan and Confirmation Order and the Sale Agreement to reduce the Secured Lender's Claim. A copy of the Sale Agreement and Bid Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/AL_Eastmond_176_Sales.pdf The Purchaser is represented by: Arnold Kert, Esq. KERT & KERT 666 old Country Road, Suite 301 Garden City, NY 11530 E-mail: akert@kertlaw.com About A.L. Eastmond & Sons A.L. Eastmond & Sons, Inc., Easco Boiler Corp. and Eastmond & Sons Boiler Repair & Welding Service, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 15-13214) on Dec. 1, 2015. The petitions were signed by Arlington Leon Eastmond, Jr., as president. The Debtors have engaged Klestadt Winters Jureller Southard & Stevens, LLP as counsel. The Debtors listed total assets of $34.59 million and total liabilities of $40.79 million. Judge Sean H. Lane has been assigned the case. The Debtors have provided products and services in over 15,000 locations throughout the tristate area and beyond, including Yankee Stadium, the Trump Towers, Kings County Supreme Court, New York Botanical Garden/Bronx Zoo, Queens County Civil Court, North Shore University, Detroit School District, the Garfield Park Field House in Chicago, Illinois, and the National Geographic Building in Washington, D.C., to name a few. AE JEWELERS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: AE Jewelers, Inc. dba A&E Jewelers 971 S. Green Bay Road Neenah, WI 54956 Case No.: 16-29476 Chapter 11 Petition Date: September 26, 2016 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Hon. Susan V. Kelley Debtor's Counsel: Andrew N. Wagener, Esq. BOLLENBECK FYFE, SC W6260 Communication Court Appleton, WI 54914 Tel: 920-735-1711 Fax: 920-735-1710 E-mail: wagener@bwsf.biz wagener@bollenbeckfyfe.com Total Assets: $322,423 Total Liabilities: $4.12 million The petition was signed by Richard L. Meyer, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wieb16-29476.pdf AEROPOSTALE INC: Mall Owners Get Aggressive in Rescuing Retailer ---------------------------------------------------------------- Esther Fung, writing for The Wall Street Journal, reported that a move by a pair of mall owners to rescue distressed retailer Aeropostale Inc. shows how some landlords are getting more aggressive as they seek to stem a rising tide of vacancies and store closings. According to the report, Simon Property Group and General Growth Properties Inc. were part of a consortium that won an auction to purchase teen-apparel retailer Aeropostale, an unusual move in which shopping-center landlords stepped in to rescue a tenant to preserve the tenant's business. The push to take over the struggling retailer comes at a time when changing shopping habits and the growth of e-commerce are eating into traditional retailers' revenue and in some cases forcing store closures, the report related. That, in turn, is weighing on mall operators, forcing some to reconfigure their properties and add other attractions to bring in shoppers, the report further related. According to WSJ, landlords don't like to see going-out-of-business-sale signs on the windows and fear being stuck with blighted space, said Thomas Dobrowski, senior managing director of capital markets with real-estate-services firm Newmark Grubb Knight Frank. That restricts the landlord's ability to find higher-caliber, creditworthy tenants or market the space at higher rents, the report related. "Liquidation and bankruptcies tend to be messy and landlords would rather avoid that at nearly all cost," D.J. Busch, an analyst at Green Street Advisers, told WSJ. "That said, we have not seen landlords step in and 'save' a distressed retailer as it seems to be the case with Aéropostale. This seems unprecedented." About Aeropostale Inc. Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of casual apparel and accessories, principally serving young women and men through its Aeropostale(R) and Aeropostale Factory(TM) stores and website and 4 to 12 year-olds through its P.S. from Aeropostale stores and website. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting and customer friendly store environment. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. As of May 1, 2016 the Company operated 739 Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R) stores in 12 states. In addition, pursuant to various licensing agreements, the Company's licensees currently operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aeropostale, Inc. has operated GoJane.com, an online women's fashion footwear and apparel retailer. Aeropostale, Inc., and 10 of its affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11275) on May 4, 2016. The petitions were signed by Marc G. Schuback as senior vice president, general counsel and secretary. The Debtors listed total assets of $354.38 million and total debts of $390.02 million as of Jan. 30, 2016. The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI Consulting, Inc., as restructuring advisor; Stifel, Nicolaus & Company, Inc., and Miller Buckfire & Company LLC as investment bankers; RCS Real Estate Advisors as real estate advisors; Prime Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as Canadian counsel; and Togut, Segal & Segal LLP as conflicts counsel. Judge Sean H. Lane is assigned to the cases. The U.S. trustee for Region 2 on May 11, 2016, appointed seven creditors of Aeropostale Inc. to serve on the official committee of unsecured creditors. The Committee hired Pachulski Stang Ziehl & Jones LLP as counsel. AF-SOUTHEAST: Taps Anthony J. Cassar as Payroll Tax Professional ---------------------------------------------------------------- AF-Southeast, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Anthony J. Cassar, CPA, PC. The firm will provide these services in connection with the Chapter 11 cases of AF-Southeast and its affiliates: (a) performing general tax advice to the Debtors for the tax year 2016; (b) preparing any necessary new hire reporting to each state and providing new hire kits for each state with all required forms and notices; and (c) preparing and filing federal, state and local payroll tax returns for the Debtors for the periods ending on March 31, 2016, June 30, 2016, September 30, 2016, and December 31, 2016. The firm's professionals and their hourly rates are: Partner $275 Manager $175 Senior Staff $125 Staff $85 Clerical/Administration $75 Anthony Cassar, a certified public accountant, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Anthony J. Cassar Anthony J. Cassar, CPA, PC 150 Broadhollow Road, PH Suite 11 Melville, NY 11747 Tel: (516) 771-7900 Email: anthony@ajcassarcpa.com About AF-Southeast LLC AF-Southeast, LLC, Allied Fiber-Florida, LLC and Allied Fiber-Georgia, LLC, are engaged in the business of designing, constructing and operating an open access, physical layer, network-neutral co-location and dark fiber network. Each of the debtors filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11008, 16-11009 and 16-11010, respectively) on April 20, 2016. The petitions were signed by Scott Drake as sole member. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors tapped FOX Rothschild LLP as counsel; and PMCM, LLC, as the Debtors' chief restructuring officer provider. Judge Kevin Gross is assigned to the cases. ALAN MISHKIN: Disclosures OK'd; Plan Hearing On Nov. 8 ------------------------------------------------------ The Hon. Paul Sala of the U.S. Bankruptcy Court for the District of Arizona has approved Alan R. Mishkin's disclosure statement referring to a Chapter 11 plan filed by the Debtor and ILMD, LLC. The hearing to consider the confirmation of the Plan will be held on Nov. 8, 2016, at 11:00 a.m. The written report by proponent will be filed three business days prior to the hearing date set for confirmation of the Plan. Alan R. Mishkin filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-15440) on Dec. 7, 2015. ALBANY LLC: Court Confirms Amended Chapter 11 Plan -------------------------------------------------- The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois simultaneously approved the Second Amended Disclosure Statement and confirmed the Amended Plan filed by Albany LLC. As previously reported by The Troubled Company Reporter, the Plan provides that Class 3 General Unsecured Claims, which total $27,000, are impaired, and 10% of the allowed amount will be paid in full within 12 months of the Plan Effective Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-02426-60.pdf The case is set for a post-confirmation status on Nov. 3, 2016, at 10:30 a.m., in Courtroom 742, at 219 S. Dearborn Street, in Chicago, Illinois. About Albany LLC Albany LLC was formed as an Illinois Limited Liability Company in 2001. In 2003, the Debtor acquired the property located at 1771 W. Greenleaf, Chicago, Illinois. The property consists of a two story mixed-use building with 5 first floor commercial spaces and 5 apartments on the second floor. The Debtor is a single member LLC and is managed by Don Schien. The Debtor filed a bankruptcy petition (Bankr. N.D. Ill. Case No. 16-02426) on Jan. 27, 2016. The case is assigned to Judge Carol A. Doyle. The Debtor is represented by O. Allan Fridman, Esq. At the time of the filing, the Debtor estimated its assets and liabilities at less than $1 million. ALEMAYEHU MARU: Hearing on Disclosures Scheduled For Oct. 24 ------------------------------------------------------------ The Hon. Thomas J. Catliota for the District of Maryland will hold on Oct. 24, 2016, at 2:00 p.m. the hearing to consider Alemayehu G. Maru and Yanet M. Kebreab's disclosure statement describing the Debtors' plan of reorganization. The Disclosure Statement and Plan were filed on Sept. 1, 2016. Oct. 6, 2016, is fixed as the last day for filing objections to the Disclosure Statement. Alemayehu G. Maru and Yanet M. Kebreab filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 15-24165) on Oct. 13, 2015. ALIXPARTNERS LLP: Moody's Retains B2 CFR on Repricing Transaction ----------------------------------------------------------------- Moody's Investors Service said that AlixPartners, LLP's repricing transaction is credit positive, however, it does not impact the company's ratings, including its B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 rating on its first lien senior secured credit facilities, or stable outlook. AlixPartners, LLP is a global provider of a broad range of consulting services, including Enterprise Improvement, Financial Advisory, Information Management, Leadership & Organizational Effectiveness, and Turnaround & Restructuring. The company operates 25 offices located in the U.S., Europe, and Asia. Since June 2012, AlixPartners has been majority owned by funds advised and/or managed by CVC Capital Partners. In the LTM period ending June 30, 2016, the company generated about $960 million in revenues. AMC PROPERTIES: Can Use Cash Collateral on Final Basis ------------------------------------------------------ Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized AMC Properties LLC to use cash collateral on a final basis, pursuant to the same terms and conditions as previously authorized by the Court. The Debtor previously sought authorization to use cash collateral which was subject to the interests of Santander and Lenders Trust, to maintain and operate its properties. The Debtor submitted a proposed Monthly Budget which provided for total expenses in the amount of $3,436.48. A full-text copy of the Order, dated Sept. 23, 2016, is available at http://tinyurl.com/hcau9tw About AMC Properties LLC AMC Properties LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 16-12914) on July 28, 2016. The petition was signed by Adrian T. Moylette, manager. The Debtor is represented by Norman Novinsky, Esq., at Novinsky & Associates. The Debtor estimated assets and liabilities at $100,001 to $500,000 at the time of the filing. AMERICAN CAPITAL: Egan-Jones Hikes Sr. Unsec. Ratings to BB ----------------------------------------------------------- Egan-Jones Ratings Company raised on Aug. 29, 2016, the senior unsecured ratings on debt issued by American Capital Ltd. to BB from BB-. AMSHALE ENERGY: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: Amshale Energy LLC, A Texas limited liability company 2323 South Shepher Dr., Suite 800 Houston, TX 77019 Case No.: 16-33754 Chapter 11 Petition Date: September 26, 2016 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Douglas S. Draper, Esq. HELLER, DRAPER, PATRICK HORN & DABNEY, LLC 650 Poydras St., Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 E-mail: ddraper@hellerdraper.com - and - James G. Walker, Esq. 4519 W. Lovers Ln. Dallas, TX 75209 Tel: 214-358-1330 Fax: 214-358-1404 E-mail: j.walker@ix.netcom.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by John Houghtaling, Houghtaling Enterprises LLC, managing member. Debtor's List of Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bluebell Investments $5,000,000 Trading, Inc. c/o A. Thomaides & Co. 20 Omirou, PO Box 54060 3720 Limassoc Cypress Davillier Law Group, LLC Legal Fees $60,000 1010 Common St., Ste. 2510 New Orleans, LA 70112 AMY SINES: Court Approves 2nd Amended Plan Outline -------------------------------------------------- Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern District of Illinois approved the Second Amended Disclosure Statement dated May 30, 2016, filed by Amy E. Sines. According to the Second Amended Disclosure Statement, the Debtor's Plan provides that unsecured creditors owed $190,711 will receive 40 percent of the allowed amount of their claims from the sale of the Marital Home. A copy of the Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/ilnb15-17229_181_2DS_A_ESines.pdf Amy E. Sines filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-17229). ANGEL INVESTMENTS: Plan Confirmation Hearing Set for Nov. 3 ----------------------------------------------------------- Rose Marie Allegro and Angel Investment Group, LLC, won conditional approval of the disclosure statement explaining their Chapter 11 exit plan. Judge Stacy Jernigan in Dallas, Texas, set: -- Oct. 17, 2016, as the last day for filing written acceptances or rejections of the Debtor's proposed Chapter 11 plan; -- Oct. 17, as the last day for filing and serving written objections to: (1) final approval of the Debtor's Disclosure Statement; or (2) confirmation of the Debtor's proposed Chapter 11 plan pursuant to Federal Rule of Bankruptcy Procedure 3020(b)(1) and all comments or objections not timely filed and served by such deadline shall be deemed waived; -- Nov. 3 at 2:30 p.m. as the hearing date to consider final approval of the Debtor's Disclosure Statement (if a written objection has been timely filed) and to consider the confirmation of the Debtor's proposed Chapter 11 Plan. Rose Marie Allegro and Angel Investment Group, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 16-32028 and 16-32029) on May 20, 2016. Angel Investment listed under $1 million in both assets and liabilities. The cases are jointly administered. The Debtors are represented by Robert Thomas DeMarco, Esq., at Demarco-Mitchell, PLLC. ANTARAMIAN PROPERTIES: $175K Breakup Fee Award to SB Capitol Upheld ------------------------------------------------------------------- Judge Sheri Polster Chappell of the United States District Court for the Middle District of Florida, Fort Myers Division, affirmed the bankruptcy court's award of a breakup fee in the amount of $175,476.45 to SB Capitol Group, LLC, and Gulf Shore Capitol Partners, LLC. On February 25, 2015, the bankruptcy court determined that SB Capitol should be designated as the stalking horse bidder upon finding that SB Capitol's bid was the highest and best offer available. Antaramian Properties, LLC, however, elected not to enter into the transaction with SB Capitol and instead entered into an agreement with NBR Shoppes, LLC, Naples Bay Financial Holdings, LLC, Fred Pezeshkan, Iraj Zand, and Raymind Sehayek. Based on the protections granted it in the Stalking Horse Protection Order, SB Capitol filed its Motion for Payment of Expense Reimbursement, seeking expense reimbursement of expenses totaling $197,427.29. While the debtors agreed that SB Capital Group was entitled to expense reimbursement, NBR, filed an objection to SB Capitol's Reimbursement Motion. The bankruptcy court found that SB Capitol Group was entitled to expense reimbursement, but not in the full amount requested. The bankruptcy court adjusted downwards the hourly fee rates requested by SB Capitol Group's attorneys and capped expenses for meals. On April 25, 2015, the bankruptcy court ordered that SB Capitol be paid, as the stalking horse bidder, a breakup fee of $175,476.45 for expenses in its failed purchase attempt. NBR appealed. NBR argued that it was error for the bankruptcy court to award a breakup fee to SB Capitol because SB Capitol never entered into a definitive purchase agreement. Judge Chappell noted that the bankruptcy court found SB Capitol's Letter of Intent and Investment Agreement were sufficient to invoke stalking horse protections for SB Capitol. Furthermore, the judge pointed out that NBR recognized in the March 9, 2015 Joint Plan of Reorganization that SB Capitol would be entitled to breakup fees due to the fact that an alternative transaction was accepted as part of the new Joint Plan of Reorganization. Since a final purchase agreement was not a condition precedent in the bankruptcy court's Stalking Horse Protection Order, and the debtors rejected the Stalking Horse bid submitted by SB Capitol by accepting the Joint Plan's alternative transaction, Judge Chappell concluded that the bankruptcy court did not commit an error by awarding SB Capitol a breakup fee. NBR also argued that the Joint Plan did not increase the economic value to any creditor, class of creditors or equity security holders. However, Judge Chappell found that the affidavit of Robert Frazitta, Vice President for the Naples Bay Property and Trustee of the (Antatamian) Family Trust listed reasons to the bankruptcy court why the Joint Plan was of benefit. Judge Chappell thus found that the Joint Plan increased the economic value to creditors, any class of creditors or equity security holders, and that the Bankruptcy Court did not commit reversible error in awarding the breakup fee to SB Capitol. Lastly, NBR argued that the amount of the breakup fee awarded to SB Capitol was unreasonable under the circumstances. However, in its original order approving SB Capitol as the stalking horse, the bankruptcy court approved a breakup fee award of up to $200,000.00. Judge Chappell pointed out that NBR did not object to the $200,000.00 expense cap at that time. Since the bankruptcy court's reimbursement award was within the limits set forth in the Stalking Horse Order and was less than 1% of the total purchase price, Judge Chappell found that the bankruptcy court's reimbursement determination of $175,476.45 was reasonable. SB Capitol moved the district court to remand the case back to the bankruptcy court for a determination on attorney's fees for having to defend the appeal. However, Judge Chappell found that NBR's appeal referenced case law and made cogent arguments that supported its premise. Therefore, the judge did not find good cause to remand the case to the bankruptcy court for attorney's fees on appeal. The case is IN RE: ANTARAMIAN PROPERTIES, LLC and ANTARAMIAN FAMILY, LLC NBR SHOPPES, LLC, NAPLES BAY FINANCIAL HOLDINGS, LLC, F. FRED PEZESHKAN, RAYMOND SEHAYEK and IRAJ ZAND, Appellants, v. SB CAPITAL GROUP, LLC and GULFSHORE CAPITAL PARTNERS, LLC, Appellees, Case No. 2:15-cv-289-FtM-38 (M.D. Fla.). A full-text copy of Judge Chappell's August 31, 2016 order is available at https://is.gd/XzX7kF from Leagle.com. NBR Shoppes, LLC, Naples Bay Financial Holdings, LLC, F. Fred Pezeshkan, Raymond Sehayek, Iraj Zand, are represented by: Edwin G. Rice, Esq. BRADLEY ARANT BOULT CUMMINGS LLP 100 S Ashley Drive, Ste 1300 Tampa, FL 33602 Tel: (813)559-5500 Fax: (813)229-5946 Email: erice@bradley.com -- and -- Jordi Guso, Esq. BERGER SINGERMAN, LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel: (305)755-9500 Fax: (305)714-4340 Email: jguso@bergersingerman.com -- and -- Paul Alan Avron, Esq. BERGER SINGERMAN, LLP One Town Cener Road, Suite 301 Boca Raton, FL 33486 Tel: (561)241-9500 Fax: (561)998-0028 Email: pavron@bergersingerman.com -- and -- Robert D.W. Landon, III, Esq. KENNY NACHWALTER, PA Four Seasons Tower 1441 Brickell Avenue Ste. 1100 Miami, FL 33131 Tel: (305)373-1000 Email: rdl@knpa.com SB Capital Group, LLC, and Gulfshore Capital Partners, LLC, are represented by: Danielle Susan Kemp, Esq. Robert A. Soriano, Esq. GREENBERG TRAURIG, P.A. 101 East Kennedy Boulevard, Suite 1900 Tampa, FL 33602 Tel: (813)318-5700 Fax: (813)318-5900 Email: kempd@gtlaw.com -- and –- Jordi Guso, Esq. BERGER SINGERMAN, LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel: (305)755-9500 Fax: (305)714-4340 Email: jguso@bergersingerman.com About Antaramian Properties Antaramian Properties, LLC, sought bankruptcy protection (Bankr. M.D. Fla. Case No. 14-10145) on Aug. 29, 2014. The case is assigned to Judge Caryl E. Delano. The Debtors are represented by David S. Jennis, Esq., at Jennis & Bowen PL, in Tampa, Florida. APEX ENDODONTICS OF TN: Can Pay Note Claims in Full, Bank Says -------------------------------------------------------------- Live Oak Bank tells Judge Marian F. Harrison in Nashville, Tenn., that Apex Endodontics of TN, PLLC, "is able and capable of repaying" Live Oak's claims in full, unimpaired, and in accordance with the specific terms of three promissory notes secured by the Debtor's assets, in contrast to what the Debtor's Chapter 11 plan indicates. According to Live Oak, the Debtor's Disclosure Statement fails to provide adequate information in accordance with 11 U.S.C. Sec. 1125 and its Chapter 11 Plan is patently unconfirmable as it fails to comply with 11 U.S.C. Sec. 1129 and is not feasible. Under the Plan, Live Oak's claims are classified into both secured and unsecured classes, with value of Live Oak's secured claim being contingent upon success of an Adversary Proceeding filed by Debtor against American Express. Live Oak laments very little information and/or the likelihood of success, recovery and the effect on the secured claim of Live Oak regarding the Adversary Proceeding is known or has been provided for in either the Disclosure Statement or Plan. While stating that the exact value of Live Oak's secured claim is unknown and contingent upon the success of the Adversary Proceeding, the Debtor, Live Oak points out, also seeks to value the secured claim of Live Oak to an amount of $317,997.11 to be paid monthly over 10 years with 4.5% interest, with the remaining amount of Live Oak's claim being classified as an unsecured deficiency claim, in addition to the allowance of the Debtor to sell the collateral securing the value of Live Oak's claim without Live Oak's prior review and approval. With respect to the proposed unsecured deficiency portion of Live Oak's claims, the Debtor proposes to satisfy these claims two-fold: -- first, by payment and an assignment of rents to the non-debtor party, Apex Investments, LLC (a co-borrower on Notes 1 & 2), and -- second, by providing that the co-borrower, non-debtor party, Apex Investments, LLC will pay Live Oak any remaining balance of the monthly debt service owed Live Oak under Notes 1 & 2 in excess of the rent paid by the Debtor. The Disclosure Statement and Plan, according to Live Oak, are silent with respect to what recourse rights the Debtor has against Apex Investments, LLC should Apex Investments, LLC not make the payments to Live Oak as set forth in the Plan and further fails to address the payment of the arrearage on the monthly debt service that has accrued on Notes 1 & 2 prior to confirmation and implementation of the proposed rent payments to Apex Investments, LLC. Additionally, the Plan seeks to implement a stay with respect to Live Oak's collection and enforcement rights under the Notes as to non-debtor parties and coobligors, in contravention of Live Oak's State law rights unaffected by Debtor's bankruptcy filing. Live Oak is a secured creditor of the Debtor by virtue of three Promissory Notes: -- Note 1 is secured by a Deed of Trust and Assignment of Rents on real property commonly known as 4240 Hillsboro Pike, Nashville, Tennessee 37215 and all the assets of the Debtor and co-borrower, Apex Investments, LLC. -- Note 2 is secured by a Deed of Trust and Assignment of Rents on real property commonly known as 271 Indian Lake Boulevard, Hendersonville, Tennessee 37075 and all the assets of the Debtor and co-borrower, Apex Investments, LLC. -- Note 3 is also secured by all the assets of the Debtor. As of March 10, 2016, the outstanding balances due and owing Live Oak are: $1,926,981.84 under Note 1, $1,706,315.88 under Note 2, and $317,997.11 under Note 3, for an aggregate debt obligation of $3,951,294.83. Live Oak is represented in the case by: Aaron J. Nash, Esq. EVANS | PETREE, PC 2550 Meridian Blvd., Ste. 200 Franklin, TN 37027 Tel: (615) 567-8161 E-mail: anash@evanspetree.com About Apex Endodontics of TN, PLLC Apex Endodontics of TN, PLLC, sought protection under Chapter 11 (Bankr. M.D. Tenn. Case No. 16-01708) on March 10, 2016. The petition was signed by Graham Locke, DDS, member. The Debtor is represented by Griffin S. Dunham, Esq., and Alex Payne, Esq., at Dunham Hildebrand, PLLC. The case is assigned to Judge Marian F. Harrison. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million at the time of the filing. BALTAZAR ANTONIO: Disclosures OK'd; Plan Hearing on Oct. 12 ----------------------------------------------------------- The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico has approved Baltazar Antonio Negron Soto's disclosure statement describing the Debtor's plan of reorganization. A hearing for the consideration of confirmation of the Plan will be held on Oct. 12, 2016, at 9:00 a.m. Any objection to confirmation of the Plan must be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. The Debtor filed a Disclosure Statement and certain amendments on July 8, 2016, and supplemented it on Aug. 29, 2016, referring to the Plan filed on Aug. 29, 2016. A hearing was held on Aug. 30, 2016. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on or before 14 days prior to the date of the hearing on confirmation of the Plan. Baltazar Antonio Negron Soto filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 14-08847) on Oct. 28, 2014. BATTALION RESOURCES: Taps Lindquist & Vennum as Legal Counsel ------------------------------------------------------------- Battalion Resources, LLC and its affiliates filed separate applications seeking approval from the U.S. Bankruptcy Court in Colorado to hire legal counsel. In their applications, Battalion Resources, Storm Cat Energy Acquisitions LLC, Storm Cat Energy (Powder River) LLC, and Storm Cat Energy (USA) Operating Corp. proposed to hire Lindquist & Vennum LLP to provide these legal services in connection with their Chapter 11 cases: (a) assist in the preparation of the Debtors' schedules and statements of financial affairs; (b) assist in the preparation of documents related to financing and the sale of assets; (c) assist in the preparation of the Debtors' reorganization plan and the disclosure statement; (d) prepare court documents; (e) represent the Debtors in adversary proceedings and contested matters related to their cases; and (f) provide legal advice with respect to the Debtor's rights, powers and duties. The firm will be paid at the customary hourly rates charged by its attorneys. The attorneys and paralegals anticipated to assist the Debtors are: Harold G. Morris, Jr. $510 Harrie F. Lewis $485 Theodore J. Hartl $455 Stephanie A. Kanan $275 Marilyn Davies $235 Brandi M. Pruett $195 Jessica Groskopf $150 Lindquist & Vennum is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, and does not hold any interest adverse to the Debtor, according to court filings. The firm can be reached through: Theodore J. Hartl, Esq. Harrie Lewis, Esq. Stephanie A. Kanan, Esq. 600 17th Street, Suite 1800 South Denver, CO, 80202-5441 Tel: (303) 573-5900 Fax: (303) 573-1956 Email: thartl@lindquist.com About Battalion Resources Battalion Resources, LLC, Storm Cat Energy (USA) Operating Corporation, Storm Cat Energy (Powder River), LLC and Storm Cat Acquisitions,LLC filed chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-18917, 16-18920, 16-18922, and 16-18925, respectively) on September 8, 2016. The petitions were signed by Christopher M. Naro, chief financial officer. The Debtors are represented by Theodore J. Hartl, Esq., at Lindquist & Vennum LLP - Denver. Battalion Resources' case is assigned to Judge Thomas B. McNamara, while Storm Cat Energy (USA) Operating Corporation's case is assigned to Judge Elizabeth E. Brown. Battalion Resources disclosed total assets at $3.53 million and total liabilities at $83.41 million. Storm Cat Energy (USA) disclosed total assets at $931,740 and total liabilities at $77.57 million. BIOCLINICA HOLDING: Moody's Assigns B3 CFR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned new ratings to BioClinica Holding I, LP, including a B3 Corporate Family Rating and B3-PD Probability of Default Rating. BioClinica Holding I, LP is the parent company of the co-borrowers (BioClinica-Synowledge Holdings Corp., BioClinica-eClinical Holdings, LLC, BioClinica Synarc Corp., BioClinica Clinverse Corp.) and will guarantee the debt. Moody's also assigned a B1 to the senior secured first lien revolver and term loan and a Caa2 to the senior secured second lien term loan. The loan proceeds, together with cash and rollover equity, will be used to fund the planned acquisition of BioClinica by Cinven, a private equity firm, including the repayment of BioClinica's existing debt. The outlook is stable. Following the close of the acquisition, Moody's will withdraw the ratings on all of BioClinica's previously rated debt, which will be refinanced as part of the pending transaction. Ratings Assigned: BioClinica Holding I, LP CFR at B3 PDR at B3-PD Senior secured first lien revolving credit facility due 2021 at B1 (LGD 3) Senior secured first lien term loan due 2023 at B1 (LGD 3) Senior secured second lien term loan due 2024 at Caa2 (LGD 5) The outlook is stable. Ratings To Be Withdrawn At Close: Synarc-BioCore Holdings LLC CFR at B3 PDR at B3-PD Senior secured first lien revolving credit facility due 2019 at B2 (LGD 3) Senior secured first lien term loan due 2021 at B2 (LGD 3) Senior secured second lien term loan due 2022 at Caa2 (LGD 5) RATING RATIONALE The B3 rating is constrained by BioClinica's small absolute size and its high financial leverage. Moody's estimates pro forma adjusted debt to EBITDA of approximately 7.2x as of June 30, 2016. The ratings are also constrained by some concentration by customer and therapeutic area within the backlog. The ratings are supported by the company's leadership position in the specialized niche of outsourced imaging services for clinical trials. Moody's views this as a defensible business that lends itself well to the outsourced model and is unlikely to face significant new competition given the investment required and relatively small market opportunity. The ratings are also supported by Moody's expectation of adequate liquidity and modestly positive free cash flow. The stable rating outlook reflects Moody's view that the company's earnings will grow over the next 12-18 months, supporting deleveraging to the mid-6.0x range. The ratings could be downgraded if the company experiences significant contract cancellations or other business headwinds, sustains adjusted leverage above 7.5x or if liquidity weakens. The ratings could be upgraded if the company increases its customer diversity, improves revenue and EBITDA performance, and sustains adjusted leverage below 6.0x. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. BioClinica Holding I, LP is a leading provider of specialized services to the pharmaceutical industry with a focus on clinical imaging. The company's end markets include pharmaceutical and biotechnology companies and contract research organizations (CROs). The company is owned by private equity firm, Cinven. The company generated net service revenue of $273 million for the twelve months ending June 2016. BLUE LEOPARD: Cash Collateral Motion Denied as Moot --------------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada denied Blue Leopard, L.L.C.'s cash collateral motion as moot. The Debtor sought authorization to use the rents from various parcels of residential real property to pay homeowners association fees, property insurance, property taxes, utilities, and other maintenance expenses. Included in the Debtor's Cash Collateral Motion was property identified as 2201 Ramsgate Drive, Apartment 1027, Henderson, Nevada. In Part 1 of its secured creditor Schedule "D", the Debtor listed Washington Mutual Bank, F.A., as having a claim in the amount of $245,000, secured by the Debtor's real property located at 7885 W Flamingo Road, Unit 2167, Las Vegas, Nevada. The Flamingo Road property was listed in the Debtor's property Schedule "A/B". The 2201 Ramsgate Property was not listed in the Debtor's Schedule "D." A proof of claim in the amount of $86,333.65 was filed on behalf of PennyMac Loan Services, secured by the Flamingo Road Property. The Debtor filed its amended Schedule "A/B," which listed the 2201 Ramsgate Property and disclosed that it was not owned by the Debtor on the bankruptcy petition date, but that a Grant, Bargain, Sale Deed was recorded on May 17, 2015. The Debtor's amended secured creditor Schedule "D" disclosed that the 2201 Ramsgate Property secures the claim of Deutsche Bank National Trust Company. PennyMac opposed the Debtor's Cash Collateral Motion and filed a motion for relief from stay. PennyMac sought to exercise its rights under nonbankruptcy law against the Flamingo Road Property. Judge Nakagawa says that a separate Order has been entered, granting PennyMac's motion for relief from stay. He held that as to PennyMac and the Flamingo Road Property, the Debtor's Cash Collateral Motion is moot. Judge Nakagawa held that as to the 2201 Ramsgate Property, the Cash Collateral Motion will be denied. He further held that Relief from stay in favor of Deutsche Bank previously had been granted in the RLP-Ramsgate bankruptcy proceeding. He acknowledged that the 2201 Ramsgate Property was the subject of the prior Chapter 11 proceeding commenced in the Northern District of California by Steve Mattos and Lorraine Mattos. Judge Nakagawa furhter acknowledged that the 2201 Ramsgate Property was the subject of two prior bankruptcy proceedings before being transferred to the current Debtor postpetition. He concluded that relief from stay on an in rem basis would be appropriate, if such relief is requested in the current proceeding. Judge Nakagawa found that the Debtor proposes to use the rents generated from the 2201 Ramsgate Property that constitutes the cash collateral of a party whose loan has never been assumed by the Debtor and that it proposes simply to maintain the property without turning over any excess rental proceeds to the lienholder who previously obtained relief from stay. Judge Nakagawa held that the Debtor has not demonstrated that it will provide adequate protection to secure the interest of the creditor whose obligation is secured by the 2201 Ramsgate Property. A full-text copy of the Order, dated Sept. 22, 2016, is available at https://is.gd/ezaB79 About Blue Leopard Blue Leopard L.L.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-10686) on Feb. 18, 2016. The petition was signed by J. Colby Wheeler, managing member. The case is assigned to Judge Mike K. Nakagawa. The Debtor is represented by Seth D. Ballstaedt, Esq., at The Ballstaedt Law Firm. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. BLUFF CITY SHEET: Mills-Wilson Can Enforce Lien v. Center City Land ------------------------------------------------------------------- Judge Paulette J. Delk of the United States Bankruptcy Court for the Western District of Tennessee ordered that the automatic stay of Section 362(a) of the Bankruptcy Code imposed in the Chapter 11 case of Bluff City Sheet Metal is not in effect to stay creditor Mills-Wilson-George Company, Inc., from enforcing its lien against the real property owned by Center City Revenue Financial Corporation located at 212 South Main Street, in Memphis Tennessee, nor from taking action to pursue its claim against a surety. The Debtor contracted with Creditor for the purchase of materials, as well as work and labor for fabrication, prior to the filing of this Chapter 11 case. The materials were provided and work performed under the contract prepetition. The Creditor alleges, and Debtor does not dispute, that the Debtor defaulted on the contract for the payment of the materials, work and labor. The Creditor alleges that the Debtor has an unpaid balance of $77,856.21. The Debtor's schedules reveal an unsecured claim for $147,091.63 with the Creditor listed as the unsecured creditor. The Debtor argues that Section 362(a)(6) applies here to stay enforcement of the lien against the real property owned by Center City, since it is an act to collect a prepetition claim against the Debtor. The Debtor also argues that Section 108 (c) applies to toll the time period within which Creditor must file the state court action to perfect and preserve its lien. Judge Delk pointed out that the Debtor's petition does not reveal that the Debtor has an interest of any kind in this real property -- neither fee simple, leasehold nor mere possessory interest. Because the property against which the Notice of Lien was filed is not property of the estate, nor is it property of the Debtor, and the lawsuit which the Creditor seeks to file in state court is not in pursuit of a claim against the Debtor, rather it is a claim against property in which the Debtor has no interest, the automatic stay of Section 362 does not apply, Judge Delk held. It does not bar the Creditor from filing the required lawsuit in state court to enforce its lien, Judge Delk further held. To the extent that the Creditor has a claim against a surety on a bond arising out of the debt owed by the Debtor, the automatic stay does not apply to an action to collect solely on the bond, the judge said. Since the automatic stay does not apply, Section 108(c), which tolls the effect of the automatic stay for a statutorily determined time period, is not applicable in this matter, the judge said. Thus it does not toll the running of the 90-day period under T.C.A. Section 66-11-115, the judge added. A full-text copy of the Memorandum Opinion and Order dated September 15, 2016 is available at https://is.gd/GM5dOr from Leagle.com. Bluff City Sheet Metal is represented by: John Ryder, Esq. 40 Main St., Suite 2700 Memphis, TN 38103-2555 Tel: (901)525-1455 Fax: (901)526-4084 Email: jryder@harisshelton.com U.S. Trustee is represented by: Carrie Ann Rohrschelb, Esq. 200 Jefferson Avenue, Suite 400 Memphis, TN 38103 Tel: (901)544-3251 Fax: (901)544-4138 About Bluff City Sheet Bluff City Sheet Metal, Inc., sought chapter 11 protection (Bankr. W.D. Tenn. Case No. 16-24627) on May 17, 2016, and is represented by John L. Ryder, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis. At the time of the filing, the Debtor estimated its assets and liabilities in the range of $1 million to $10 million. BOMBARDIER INC: Fitch Affirms B Issuer Default Rating, Outlook Neg ------------------------------------------------------------------ Fitch Ratings has affirmed Bombardier Inc.'s (BBD) Issuer Default Rating (IDR) at 'B' and Long-Term debt and bank facility ratings at 'B'/'RR4'. The Rating Outlook is Negative. A full list of rating actions follows at the end of this release. KEY RATING DRIVERS BBD's IDR of 'B' incorporates significantly negative free cash flow (FCF) that Fitch expects will continue at least through 2018, high leverage, risks associated with the production ramp for the C Series, low industry demand for business jets, and competitive conditions in Bombardier Transportation's (BT) rail equipment business. Fitch expects liquidity will be adequate to fund negative FCF into 2018, assuming at least half of scheduled debt maturities are refinanced, but liquidity will become a larger concern if FCF does not become positive during 2018. There are no material debt maturities before the end of 2017, but $1.4 billion of long-term debt will be due in 2018. The Negative Outlook considers BBD's negative FCF, potential liquidity concerns related to debt maturities beginning in 2018, and limited financial flexibility and weak operating performance, which reduce BBD's ability to adjust to negative developments. Fitch could consider stabilizing the Outlook if Fitch gains confidence that FCF will become positive by the end of 2018 and BBD effectively addresses future debt maturities. Rating concerns are mitigated by BBD's strengths, which include: well established market positions in its business jet, regional aircraft and rail transportation businesses, early progress toward building higher margins, high liquidity in the near term, and entry into service of the C Series in mid-2016, which so far is meeting performance targets. Liquidity has increased materially in 2016 due to $2.5 billion of cash raised from the sale of minority interests in BT and the C Series program. In February 2016 BBD sold a 30% stake in BT for $1.5 billion to Caisse de depot et placement du Quebec (CDPQ), and it sold a 49.5% interest in the C Series program for $1 billion to the Government of Quebec in 2016. BBD's pro forma cash at June 30, 2016 totaled $3.8 billion, adjusted to include all of the proceeds from the C Series equity stake. FCF typically is strongest in the last half of the year, particularly the fourth quarter, and Fitch estimates cash at the end of 2016 could be flat to slightly higher, compared with $3.8 billion at June 30, 2016. Fitch estimates FCF in 2016 will be negative $1.4 billion, which would represent an improvement from negative $2 billion in 2015. Fitch's estimate is slightly larger than its previous estimate of negative $1.3 billion due to a build-up of C Series inventory associated with late deliveries of GTF engines by Pratt & Whitney. BBD now plans to deliver seven C Series aircraft in 2016, down from its original plan of at least 15 aircraft. Due to the delay and other production risks that are possible, Fitch believes it could be challenging for the C Series to become cash positive by 2020 or 2021 as originally projected by BBD; although it is still early in the production ramp-up and there is time to make adjustments. The C Series has a backlog of 369 orders (329 orders excluding Republic Airways) which is sufficient to support the production ramp through 2020. In 2016, development spending for the C Series is winding down with entry into service for the CS300 planned by the end of the year. However, development spending will remain elevated for the Global 7000 business jet. Fitch notes that funds from the sale of equity stakes in BT and the C Series support BBD's liquidity, but the transactions also reduce BBD's share of long term earnings in the businesses. The reduction in earnings and dividends from BT will be material while the C Series will generate losses initially. Fitch does not expect to adjust credit metrics related to EBITDA but BT's FCF will be reduced if CDPQ receives cash dividends from the transportation business. Fitch believes BBD is taking effective actions to improve its operating performance, and several developments could lead to an improved outlook for BBD's results. These include a successful ramp of C Series production, entry into service of the Global 7000 on budget and on time (currently expected in late 2018), a recovery in the business jet market, an effective realignment of BT's operations leading to higher margins (although past efforts have had limited success), and possible additional support from the governments of Quebec or Canada. Operating concerns include low margins, the weak business jet market and execution challenges at BT which are being addressed through BT's action to streamline the business and realize operating synergies. BBD will incur approximately $250 million to $300 million of charges to reduce its workforce across the company in 2016 and 2017 by 7,000 employees, or roughly 10% of BBD's total headcount. The workforce reductions will be concentrated at BT (3,200 employee reductions) and Aerostructures (2,500 employee reductions). Other concerns include competitive pressure in each of BBD's segments, the risk of C Series cancellations, and high leverage. An eventual return to positive FCF would help BBD's rebuild its financial flexibility and support the company's plan to de-leverage. However, Fitch believes a meaningful decline in leverage over the long term will be difficult to achieve without a successful ramp of C Series production, timely entry into service of the Global 7000 business jet, higher margins at BT, and a clear plan to address the reduction of earnings and cash flow associated with the minority interests in BT and the C Series. Rating concerns are mitigated by BBD's diversification and market positions in the aerospace and transportation businesses and a portfolio of commercial aircraft and large business jets which the company has continued to refresh. BBD's bank facilities contain various leverage and liquidity requirements for both BBD, including Bombardier Aerospace (BA), and BT. Minimum required liquidity at the end of each quarter is $750 million for the BBD facility and EUR600 million at BT. BBD does not publicly disclose required levels for other covenants but there is a risk that weaker than expected operating results or an increase in debt could result in noncompliance. The lowest levels of covenant compliance typically occur in the middle of the year instead of at year-end because of BBD's cash flow profile. Fitch views BBD's strong position in the global business jet market as a rating strength. In the regional aircraft market including regional jets and turboprops, BBD is among the global market leaders, but the segment is a smaller contributor to BBD's overall profitability than business jets. BBD's low margins in the aerospace business continue to be a concern, and weakness in the large business jet category could hinder BBD's long-term profitability and cash flow. BBD plans to implement furloughs during certain periods in 2017 for its Global 5000 and 6000 business jets to manage production levels. In the near term, aerospace margins will be negatively affected by lower production of global business jets in 2016, and profitability will be pressured by negative margins on the C Series for several years while production ramps up. BBD has been challenged to generate orders for its regional aircraft and the backlog as of June 30, 2016 was near the lower end of its historical range despite an increase in orders through the first half of 2016. This trend is a concern when considering Embraer which competes with BBD's regional jets and continues to invest in aircraft development. BT has strong positions in its rail markets, particularly in Europe, which represents BT's largest market. The competitive landscape is evolving, however, including several mergers and acquisitions. These transactions could exacerbate pricing pressure across the industry and make it more challenging for BT to build stronger margins, which remain below its long-term goal of 8%. Revenue was down 8% in the first half of 2016 but segment EBIT was down 2.5%, partly reflecting BT's streamlining of operations and focus on higher-margin services and systems revenue. BT has much lower capital requirements than BBD's aerospace businesses and generates more stable FCF, but the timing of BT's FCF can vary between quarters due to the nature of its contracts. The Recovery Rating (RR) of '4' for BBD's senior unsecured debt and bank credit facility supports a rating of 'B', reflecting expectations of average recovery prospects (31% - 50%) in a distressed scenario. Although Fitch's recovery model produces a Recovery Rating of 'RR3', Fitch assigns an 'RR4' Recovery Rating due to BBD's near-term risks as well as negative earnings and cash flow associated with the C Series until there is better visibility of long-term performance of the program. The recovery analysis assumes that, in a distress scenario, BT is separated from BBD and is excluded from bankruptcy as BT is relatively independent of BBD's aerospace business. BT is consistently profitable, generates positive FCF and has little outstanding debt, although its use of factoring and forfaiting is substantial. BT's bank facility is not guaranteed by BBD. Under this scenario, Fitch excludes earnings dilution from the C Series during the next few years and assumes a fair valuation is received for BBD's 70% interest in BT, with the value added to BA's stand-alone going concern value. The 'RR6' for subordinated convertible debt and preferred stock reflects a low priority position relative to BBD's debt. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- FCF in 2016 will be approximately negative $1.4 billion; -- Business jet deliveries in 2016 decline to 150 aircraft, including 50 large jets, compared to 199 aircraft in 2015; -- C Series deliveries in 2017 increase to at least 30 aircraft following a reduction to the delivery schedule in 2016 associated with delayed shipments of GTF engines; -- The commercial aircraft segment experiences losses for the next several years due production losses on the C Series; -- Development spending declines in 2017 as C Series shifts to production, but development spending for the Global 7000/8000 continues through 2018; -- BT generates slow growth, excluding the impact of foreign currency, and slightly higher EBIT margins. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a downgrade of BBD's ratings include: -- FCF is materially more negative than Fitch's estimated levels of negative $1.4 billion in 2016, declining below negative $1 billion in 2017; -- Cash balances decline below $2 billion before there is a clear path to reach positive FCF; -- C Series production encounters unexpected challenges or delays that increase the program's expected use of cash; -- Weak industry demand in the aerospace business leads to production cuts beyond levels already planned; -- Operating margins deteriorate consistently at BT. Future developments that may, individually or collectively, lead to a stable Rating Outlook include: -- FCF improves and appears likely to reach a breakeven level by sometime in 2018; -- Steady improvements in segment operating margins, excluding the expected negative impact of C Series production; -- Order rates for business and regional aircraft support high customer advances; -- Consistently lower leverage, including debt/EBITDA below 6.0x. LIQUIDITY BBD's liquidity at June 30, 2016 included cash of $3.3 billion plus approximately $1 billion of availability under bank facilities. In addition to a $400 million bank revolver available to BBD and BA that matures in 2019, BT has a separate EUR658 million ($730 million) revolver that matures in 2018 under which EUR100 million ($111 million) was outstanding. BA and BT also have letter of credit (LC) facilities that are used to support performance risk and secure advance payments from customers. There are no material scheduled debt repayments prior to 2018 when $1.4 billion of debt matures. However, BBD makes significant pension contributions which it estimates will total $300 million in 2016. Net pension liabilities totaled $1.6 billion at the end of 2015, including $959 million at funded plans. In addition to the two committed bank facilities, BBD has other facilities including bilateral agreements and bilateral facilities with banks and insurance companies. BA uses committed sale and leaseback facilities ($110 million outstanding at June 30, 2016) to help finance its trade-in inventory of used business aircraft. In addition, BT uses off-balance-sheet non-recourse factoring facilities in Europe ($1.1 billion outstanding at June 30, 2016) and forfaiting arrangements with third party advance providers ($435 million at June 30, 2016) in exchange for rights to customer payments on long term contracts at BT. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Bombardier Inc. -- IDR at 'B'; -- Senior unsecured bank revolver at 'B'/'RR4'; -- Senior unsecured debt at 'B'/'RR4'. -- Preferred stock at 'CCC+'/'RR6'. The Rating Outlook is Negative. BBD's debt at June 30, 2016, as calculated by Fitch, totaled approximately $10.8 billion. BOMBARDIER INC: S&P Lowers CCR to 'B-', Outlook Stable ------------------------------------------------------ S&P Global Ratings said it lowered its long-term corporate credit rating on Montreal-based Bombardier Inc. to 'B-' from 'B'. The outlook is stable. At the same time, S&P Global Ratings lowered its issue-level rating on the company's senior unsecured debt to 'B-' from 'B'. The recovery rating on the debt is unchanged at '4', indicating S&P's expectation for average (30%-50%; lower half of the range) recovery in the event of a default. S&P Global Ratings also lowered its global scale and Canada scale ratings on the company's preferred stock to 'CCC-' and 'P-5'(Low) from 'CCC' and 'P-5', respectively. "The downgrade primarily reflects our view of the company's increased sensitivity to protracted weakness in its end markets and future delays to its C-Series program," said S&P Global Ratings credit analyst Aniki Saha-Yannopoulos. "We expect relatively soft overall demand in the company's business and commercial jet segments to limit improvement in cash flow generation over the next two to three years. In addition, we continue to estimate the company will generate large free cash flow deficits over this period--notably related to its C-program. We acknowledge Bombardier's sizable liquidity position, which provides flexibility to fund its significant capital expenditures compared to cash flow over the next few years. However, we believe the company remains exposed to weaker-than-expected market conditions in its key end market, or further delays in its C-Series program that could precipitate higher than expected cash flow deficits and limit its financial flexibility. Furthermore, we view a material improvement in the company's highly leveraged credit measures, which are potentially unsustainable over the longer term, as unlikely at least through 2018," S&P said. Bombardier announced that it will cut the delivery of its C-Series in 2016 to seven from 15 due to delays in jet engine deliveries by its supplier Pratt & Whitney. At the same time, the overall business jet industry and commercial jet segment in which Bombardier operates remains under pressure; the company has announced an additional US$150 million cash flow deficit due to the C-Series delay. S&P continues to forecast weak EBIT and negative FFO through 2017, including a high cash flow deficit, due to the ramp-up of the C-Series and delays in 2016 deliveries. The ratings on Bombardier reflect what S&P views as the company's weak business risk profile and highly leveraged financial risk profile. S&P's ratings take into consideration the company's competitive market position in the transportation and business aircraft segments, as well as Bombardier's product diversity. These positives are offset, in part S&P believes, by the continued risk associated with Bombardier's production ramp-up of the C-Series jet, high leverage, weakness in the business jet space, and declining cash flow from both the aerospace and transportation divisions. The stable outlook reflects S&P's view that even though the company faces multiple risks, it has ample liquidity resources to manage its operations. Taking into account the weakness in the company's business jet end markets, adjusted delivery schedule for the C-Series, and Bombardier's bringing the C-Series into production, S&P expects the company to face a US$1.65 billion-US$2.0 billion cash flow shortfall through 2017 (of which US$1.2 billion was spent in the first half of 2016), which could be higher if it fails to meet its operational targets or faces additional unexpected delays. S&P believes the company's current liquidity is sufficient for the company to meet its cash requirements through 2017. S&P might take a negative rating action if Bombardier's liquidity weakens more than expected, due to either significant operating under performance or weakness in the various end markets. S&P may also review the ratings if it views the company's capital structure as unsustainable with limited financial flexibility. S&P would consider raising the ratings if Bombardier generates positive FFO leading to adjusted FFO-to-Debt in the low-to-mid single digits. This would be contingent on Bombardier being able to place the C-Series into service, effectively removing the execution and cost risk associated with the program, combined with sustained improving margins and free cash flow. S&P views any positive rating action as unlikely in the next 12 months due to the reduced revenues and negative free cash flow forecast under S&P's base case. BOOM LIMO: Seeks to Employ John Downing as Bankruptcy Counsel ------------------------------------------------------------- Boom Limo, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of California to employ John Downing as bankruptcy counsel. The Debtor requires John Downing to: (a) prepare and file, in the United States Bankruptcy Court for the Northern District of California, any amendments to the required schedules and statement of financial affairs; (b) appear at the initial debtor interview and any meetings of creditors; (c) consult with the Debtor regarding the progress of its case, handling inquiries from the U.S. Trustee and any creditors, and amending schedules as necessary; (d) prosecute and defend any adversary proceedings; (e) initiate or defend any motion (e.g., motion for relief from stay, turnover of property, avoidance of liens, approval of sale of financing); (f) represent the Debtor in connection with any examination conducted pursuant to Federal Rule of Bankruptcy 2004; (g) prepare the Disclosure Statements and Plans; (h) advise the Debtor and prepare the documents in connection with the contemplated operation of Debtor's business; and, (i) advise the Debtor in connection with the disposal of any assets of the estate. John Downing will be paid at $300 hourly rate pursuant to the parties' August 16, 2016 Attorney Client Fee Agreement. John Downing will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid an initial retainer to John Downing in the amount of $3,700. Francisco Rezende, member and President of Boom Lino, disclosed that he was paid by the Debtor the amount of $500 on November 11, 2011, for reviewing Debtcr's vehicle loans, and received the remaining $3,200 on February 5, 2016, for prepetition work and for paying the filing fee. Mr. Rezende assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. John Downing can be reached at: John Gregory Downing DOWNING LAW OFFICES 2021 The Alameda, Suite 200 San Jose, CA 95126 Tel: (408) 564-7020 Email: john@downinglaw.com About Boom Lino Boom Limo LLC filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-50390) on February 10, 2016, and is represented by John G. Downing, Esq. in San Jose, California. At the time of filing, the Debtor had $1,000,000 to $10,000,000 in estimated assets and $1,000,000 to $10,000,000 in estimated liabilities. The petition was signed by Francisco Carlos Rezende, President/CEO. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/canb16-50390.pdf BREMAR DEVELOPMENT: Can Use First-Citizens Cash on Final Basis -------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Bremar Development, LLC, to use cash collateral on a final basis. The Debtor is indebted to First-Citizens Bank and Trust company in an amount not less than $3,083,050.03, plus expenses, costs and fees that are chargeable or reimbursable under the Loan Documents. First-Citizens was granted valid, fully-perfected, first priority liens on and security interests in the Debtor's real property located at 2150 W 76th Street, Hialeah, FL, and the rents derived from the Property. The rents are the Debtor's only source of income, and constitute cash collateral of First-Citizens. Judge Isicoff acknowledged that the Debtor's use of cash collateral is necessary to fund the Debtor's day-to-day operations and the administration of the chapter 11 case. The Debtor was directed to make adequate protection payments to First-Citizens by check in the amount of principal and interest due under the Loan, as set forth in the approved Budget. First-Citizens was granted a replacement lien on and security interest in all post-petition rents, revenues, income and profits attributable to the collateral or generated by the continuing operation of the Debtor's business, subject to the Carve Out. First-Citizens was also granted a super-priority administrative claim, with priority over every other allowed claim, to the extent the payments and replacement liens are insufficient to compensate First-Citizens for any diminution in vale of First-Citizens' Petition Date interest in the cash collateral and/or the Property. The Carve Out consists of the unpaid fees due and payable to the Clerk of the Bankruptcy Court, the clerk of any court to which an appeal may be take, and the Office of the United States Trustee. The approved 210-Day Budget covers the period beginning on September 2016 and ending on March 2017. The Budget provides for total expenses in the amount of $30,412,34 for the month of September 2016; $31,387.34 for the month of October 2016; $29,838.49 for the month of November 2016; and $30,412.34 for the month of December 2016. The bar date for the filing of any complaint objecting to the extent, validity, priority, amount or other aspect of the liens and security interest encumbering the Debtor's assets, held by First-Citizens Bank and Trust Company, is scheduled on Nov. 30, 2016. A full-text copy of the Order, dated Sept. 23, 2016, is available at http://tinyurl.com/jzc5fbr About Bremar Development Bremar Development, LLC, filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-21328) on Aug. 17, 2016. The petition was signed by Jorge D. Marrero, sole managing member. The Debtor is represented by Kristopher E. Pearson, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. The case is assigned to Judge Laurel M. Isicoff. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. BREWER CONSTRUCTION: Taps Gambrell as General Counsel ----------------------------------------------------- Brewer Construction of Mississippi, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ Gambrell & Associates, PLLC, as general counsel, nunc pro tunc to the September 9, 2016 petition date. The Debtor requires Gambrell to: (a) consult with any Trustee or any committee concerning the administration of the case; (b) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of the plan; (c) formulate a plan; and, (d) prepare any pleadings, motions, answers, notices, orders and reports that are required for the proper function of the Debtor. Gambrell professionals will be paid at these hourly rates: Robert Gambrell $300.00 LeAnne Abbott $250.00 Bridgette Davis $200.00 Paralegal $100.00 Gambrell will also be reimbursed for reasonable out-of-pocket expenses incurred. Gambrell has received a $6,717.00 retainer, which was paid by the Debtor. Robert Gambrell, member of Gambrell, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Gambrell can be reached at: Robert Gambrell, Esq. GAMBRELL & ASSOCIATES, PLLC 101 Ricky D. Britt Sr. Blvd. Oxford, MS 38655 Tel.: (662) 281-8800 Fax: (662)202-1004 Brewer Construction of Mississippi, Inc., filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 16-12771) on August 14, 2016, and is represented by Robert Gambrell, Esq., at Gambrell & Associates, PLLC. BROOKSIDE CLINICAL: Unsecureds to Get 10% Under 1st Amended Plan ---------------------------------------------------------------- Brookside Clinical Laboratory, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a First Amended Combined Plan of Reorganization and Disclosure Statement, which proposes to pay creditors from future earnings. The Plan provides for one class of secured claims and one class of unsecured priority claims. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 10.00% of their claim as follows: $824.62 per month for 48 months. (The total amount of the plan payments is $39,581.93 divided by the total amount of unsecured claims of $395,819.32 = 10.00% return on each undisputed claim). The Debtor proposes Plan payments at $8,765 a month for 48 months for a total of $1,352,268 (which includes proceeds from the sale of real estate) payable according to an Amended Plan Payment Schedule. Administrative claims include counsel for the Debtors, Eugene J. Malady, Esq., upon application to the Court and consistent with the Local Bankruptcy Rules. Priority claims include the IRS, PA Department of Revenue, Commonwealth of Pennsylvania and the City of Philadelphia. These claims will be paid in full through the Plan and at 3% interest. John Iacono owns 100% of the Debtor. He is not seeking a distribution other than his regular salary. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/paeb15-19215-0117.pdf Brookside Clinical Laboratory, Inc., based in Aston, Pa., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 15-19215) on Dec. 31, 2015. The Debtor is a corporation which was formed in 1975 for the purpose of laboratory services. The corporation provides on-site phlebotomy and full laboratory testing services to patients in nursing homes and critical care facilities who are typically bed-ridden and cannot travel to have their blood drawn. The services are provided 24/7, 365 days a year and fulfil a critical niche within the medical services industry. The Hon. Jean K. FitzSimon presides over the case. Eugene J. Malady, Esq., at EUGENE J. MALADY, LLC, serves as Chapter 11 counsel. In its petition, the Debtor listed under $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by John J. Iacono, president. BROWN'S CHRISTIANWAY: Taps James Valley as Legal Counsel -------------------------------------------------------- Brown's Christianway Home for Funerals, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire a legal counsel. The Debtor proposes to hire James Fitzgerald Valley to provide these legal services in connection with its Chapter 11 case: (a) preparation of records and reports required by Bankruptcy Code and Rules; (b) preparation of applications and proposed orders for submission to the court; (c) identification and prosecution of claims and causes of action; (d) review and examination of proofs of claims; (e) advising the Debtor in connection with its plan of reorganization and negotiating with creditors; and (f) assisting the Debtor in performing other duties that may be required by the court. Mr. Valley's normal billing rate is $300 per hour but it is contemplated that the proposed attorney will seek compensation at the rate of $150 per hour. In a court filing, Mr. Valley disclosed that the firm is a "disinterested party" as defined in section 101(14) of the Bankruptcy Code. Mr. Valley's contact information is: James Fitzgerald Valley, Esq. J.F. Valley, Esq., P. A. P O Box 451 423 Rightor Street, Suite 3 Helena-West Helena, AR 72342-0451 Phone: (888)225-0811 Email: james@jamesfvalley.com About Brown's Christianway Brown's Christianway Home for Funerals, Inc., sought protection under Chapter 7 of the Bankruptcy Code (Bankr. D. Ark. Case No. 16-13155) on June 14, 2016. The Chapter 7 case was converted to a case under Chapter 11 of the Bankruptcy Code on August 11, 2016. The case is assigned to Judge Phyllis M. Jones. BW OIL: Seeks to Hire Ahlgren Law Office as Counsel --------------------------------------------------- BW Oil, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Minnesota to employ Ahlgren Law Office, PLLC as attorney for the Debtor to the September 8, 2016 petition date. The Debtor requires Ahlgren to: (a) represent the Debtor in all legal matters arising during the control of Debtor's assets; (b) represent the Debtor in all legal matters arising during the determination of claims; (c) negotiate with the creditors and third parties; (d) prepares and forms a plan to be presented to the creditors; and, (e) performs such other services as are necessary for the exercise of any and all rights available to the Debtor. Ahlgren will be paid at these hourly rates: Erik A. Ahlgren $275 Staff $110 Ahlgren will also be reimbursed for reasonable out-of-pocket expenses incurred. A retainer of $10,000 has been paid to Ahlgren. The retainer will be held in trust and applied to fees and disbursements as billed. It is expected that the retainer account will be replenished periodically. Erik A. Ahlgren, principal attorney of Ahlgren, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ahlgren can be reached at: Erik A. Ahlgren, Esq. AHLGREN LAW OFFICE, PLLC 220 West Washington Avenue, Suite 105 Fergus Falls, MN 56537 Tel.: 218-998-2775 Email: erik@ahlgrenlaw.net BW Oil LLC filed a Chapter 11 petition (Bankr. D. Minn. Case No. 16-42648) on September 8, 2016, and is represented by Erik A Ahlgren, Esq., at Ahlgren Law Office. BWP SCHOOL: S&P Lowers Rating on 2013A/B Revenue Bonds to 'B-' -------------------------------------------------------------- S&P Global Ratings lowered its rating to 'B-' from 'B' on the New Jersey Economic Development Authority's series 2013A (tax exempt) and 2013B (taxable) charter school revenue bonds issued for BWP School Partners LLC (BWP LLC) on behalf of Lady Liberty Academy Charter School (LLACS). The outlook is negative. "The lowered rating reflects our view of the school's trend of rapid cash spend-downs and unstable management," said S&P Global Ratings credit analyst Debra Boyd, "while the negative outlook reflects our view that the school's credit could worsen in the next year, given the charter's continued placement on probationary status by the State of New Jersey Department of Education and the risk of charter revocation." Lady Liberty is a grade K-8 public charter school in the Vailsburg section of Newark. The series 2013 bonds were used to renovate the Vailsburg facility and allowed it to move from its original Harrison location to its current Vailsburg location at the start of the 2014-2015 year. CADENCE INNOVATION: $10K Private Sale of Remnant Assets Proposed ---------------------------------------------------------------- James P. Carroll, the liquidating Trustee of the Cadence Liquidating Trust, asks the U.S. Bankruptcy Court for the District of Delaware to authorize the private sale of property of the estates, consisting of known or unknown claims, property rights, or assets, which have not been previously sold, assigned or transferred ("Remnant Assets") to Oak Point Partners, Inc. for $10,000. A hearing on the Motion is set for Nov. 2, 2016 at 2:00 p.m. (ET). The deadline of objection is Oct. 11, 2016 at 4:00 p.m. (ET). Since his appointment, the Trustee has administered the estates for the benefit of the creditors in accordance with his powers and duties. The Trustee is now in the process of winding down the administration of these cases. To that end, the Trustee is engaged in efforts to ensure that the maximum value of the estates' assets is realized, which efforts include pursuing the sale of any remaining assets. While the Trustee believes he has administered all materials assets of the estates, the Trustee has determined that the Remnant Assets, which the Trustee believes, in his sound business judgment, cannot be monetized economically via auction or other method and are of a value not significant to the estates. The Trustee believes that the cost of his pursuit of the Remnant Assets will likely exceed the benefit that the estates would possibly receive from such pursuit. The Trustee and Oak Point have negotiated an agreement ("Purchase Agreement") for the sale of the Remnant Assets. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Cadence_Innovation_2474_Sales.pdf Consistent with Local Rule 6004-1(b), the Trustee highlights the following: a. The sale contemplated by the Purchase Agreement is a private sale with no contemplated auction; b. There are no sale closing deadlines, however, the purchase price will be paid within 3 business days of Oak Point's receipt of a signed Purchase Agreement; c. The sale contemplates relief from the 14-day stay imposed by Bankruptcy Rule 6004(h); and d. No personally identifiable information is being sold pursuant to the Purchase Agreement. In accordance with the Purchase Agreement, the Remnant Assets do not include cash held by the Trustee and the purchase price for the Remnant Assets. The Trustee submits that a private sale of the Remnant Assets is appropriate. The Trustee does not believe that there are any other parties that would offer funds for the Remnant Assets. The delay and costs associated with marketing the Remnant Assets would likely negate any benefit to be derived through a public sale of such assets. Accordingly, the Trustee submits that a private sale of the Remnant Assets is in the best interest of the estates and should be approved. However, in the event that the Trustee receives a higher and better offer for the Remnant Assets prior to the objection deadline, the Trustee is willing to conduct an auction for the Remnant Assets. To successfully implement the Purchase Agreement, the Trustee also seeks a waiver of the 14-day stay under Bankruptcy Rule 6004(h). The Purchaser can be reached at: Erin Linn President OAK POINT PARTNERS, INC. 5215 Old Orchard Road, Suite 965 Skokie, IL 60077 Telephone: (847) 577-1269 Facsimile: (847) 655-2746 About Cadence Innovation Headquartered in Troy, Michigan, Cadence Innovation LLC -- http://www.cadenceinnovation.com/-- manufactures and sells auto parts to its customers GM and Chrysler. The Company had at least 4,200 employees in the United States and Europe, including Hungary and Czech Republic, prior to its bankruptcy filing. Cadence and its debtor-affiliate, New Venture Real Estate Holdings, LLC, filed for Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 08-11973) on Aug. 26, 2008. Norman L. Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, serve as lead counsel to the Debtors. Katten Muchin Rosenman LLP is the Debtors' special corporate counsel; Butzel Long is the special automotive and litigation counsel; and Rothschild Inc. the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. Attorneys at Clark Hill PLC, Montgomery, McCracken, Walker & Rhoads, LLP, and Womble Carlyle Sandridge & Rice, PLLC, represent the Official Committee of Unsecured Creditors. Cadence disclosed $225,217,639 in assets and $211,997,639 in liabilities as of the Chapter 11 filing. Following the bankruptcy filing, the Debtors commenced a going concern sale process. However, the buyer was unable to reach a deal with the Debtors' key customers General Motors Corp. and Chrysler LLC. In December 2008, the Debtors commenced the liquidation of their assets. The Debtors have leased their primary Chrysler facility to a party that was funded by Chrysler. The Debtors' remaining assets include cash, avoidance actions, proceeds and interests from the liquidation of its European unit and certain real property. * * * On June 28, 2011, the Debtors filed their First Amended Joint Plan of Liquidation. On Aug. 17, 2011, the Court entered an order confirming the Plan. The Plan became effective on Dec. 15, 2011. The Plan provided for the formation of the Cadence Liquidating Trust. Pursuant to the Plan, the Liquidating Trustee was appointed as the representative of the estates for all purposes. The Plan authorized the Liquidating Trustee, among other things, to "liquidate the Cadence Trust Assets." The Trustee seeks the entry of an order authorizing the sale of the remaining estates' assets to Oak Point. CAESARS ENTERTAINMENT: Creditor Groups Back Ch.11 Plan Term Sheet ----------------------------------------------------------------- Caesars Entertainment Corporation ("Caesars Entertainment") and Caesars Entertainment Operating Company, Inc. ("CEOC") and its Chapter 11 debtor subsidiaries on Sept. 27, 2016, disclosed that they have received confirmation from representatives of CEOC's major creditor groups of those groups' support for a term sheet that describes the key economic terms of a proposed consensual chapter 11 plan for the Debtors. Based on discussions with these representatives, Caesars Entertainment and CEOC are optimistic that the support received for the proposed consensual plan will allow CEOC to obtain the required creditor votes to confirm the plan. Confirmation of the plan would facilitate a successful conclusion to CEOC's bankruptcy proceedings in 2017 and enable Caesars Entertainment and CEOC to move forward with a substantially improved capital structure. The parties are working on the definitive support agreements and amendments to CEOC's existing plan of reorganization that will adopt and implement the terms outlined in the term sheet and certain other terms agreed to among the parties' representatives (the "Revised Plan of Reorganization"). Representatives of the Ad Hoc groups of the First Lien Bank Lenders, the First Lien Noteholders, and Subsidiary Guarantee Noteholders, as well as the Official Committee of Second Lien Noteholders, have confirmed those creditors' support for the term sheet, subject to the negotiation of and entry into definitive support agreements, and the Revised Plan of Reorganization to implement the agreed upon terms. Through its existing restructuring and support agreement, the Unsecured Creditors Committee will also benefit from the terms described in the term sheet. The term sheet contemplates that all litigation among these major creditor constituencies, Caesars Entertainment and the Debtors will be stayed voluntarily. Assuming a Revised Plan of Reorganization is agreed upon, it is expected the voluntary stays would continue. Hamlet Holdings, the entity through which funds managed by Apollo Global Management, LLC, TPG Capital, L.P. and certain co-investors (collectively, "Hamlet") hold their interest in Caesars Entertainment, will contribute the full 14% of the equity that it would have received through its ownership in Caesars Entertainment in the plan of reorganization currently on file. This contribution is valued by the Debtors at approximately $950 million. Notwithstanding the fact that Hamlet will contribute all of its equity in Caesars Entertainment, the public stockholders of Caesars Entertainment will retain 6% of the equity in "New CEC." The Revised Plan of Reorganization will release all pending and potential litigation claims and causes of action against Caesars Entertainment, Caesars Acquisition Company, and related third parties to the fullest extent permitted. As a result of the Revised Plan of Reorganization, relying upon the valuation contained in the most recent disclosure statement filed by CEOC, creditors would receive the following recoveries: -- First Lien Bank Lender recoveries will be approximately 115 cents on the dollar, a decline of approximately 1 cent from the previous plan on a pro rata basis due to a $66 million reduction in cash distributed under the plan; -- First Lien Noteholder recoveries will remain at approximately 109 cents on the dollar. In exchange for, among other things, a fixed cash payment of $142 million, the First Lien Noteholders will waive their right to certain excess cash to be paid pursuant to a separate court order, resulting in a $79 million net reduction in cash based on CEOC projections; -- Second Lien Noteholder recoveries will be approximately 66 cents on the dollar, an increase of approximately 27 cents from the previous plan on a pro rata basis due to $345 million of cash, a 14.6% increase in fully diluted equity in "New CEC" (the surviving entity in the planned merger of Caesars Entertainment and Caesars Acquisition), and a $108 million increase in convertible notes in "New CEC"; -- Subsidiary Guaranteed Noteholder recoveries will be approximately 83 cents on the dollar, a decline of approximately 1 cent on a pro rata basis due to a less than 0.1% reduction in fully diluted equity in "New CEC" to be distributed under the plan; and -- Unsecured creditors will receive an increase in recoveries to approximately 66 cents on the dollar, consisting of a combination of cash, an increase in the amount of fully diluted equity in "New CEC" allocated to unsecured creditors, and an increased allocation of convertible notes in "New CEC". Under the Revised Plan of Reorganization and based on the current exchange ratio in the pending merger agreement between Caesars Entertainment and Caesars Acquisition (which is subject to adjustment in certain cases), CEOC creditors would own approximately 70% of the fully diluted equity [1] in "New CEC." Shareholders of Caesars Acquisition would own approximately 24%. The definitive support agreements, if and when agreed, will include various conditions to their continued effectiveness. The Revised Plan of Reorganization, when agreed and filed with the Bankruptcy Court, will be subject to a formal creditor vote and confirmation by the Bankruptcy Court. The completion of CEOC's restructuring under the Revised Plan of Reorganization will be subject to numerous conditions, including regulatory approval, completion of definitive documentation implementing the Revised Plan of Reorganization and the consummation of the merger between Caesars Entertainment and Caesars Acquisition. In addition, Caesars Entertainment and the Debtors have consensus with certain holders of CEOC's First Lien notes to amend certain of the covenants in the proposed master lease and support agreement relating to OpCo's lease obligations to PropCo to provide for certain restrictions on dividends and similar distributions at "New CEC" for a period of six years. Such amendments will be reflected in amended documents to be filed in connection with the Revised Plan of Reorganization. The support of the First Lien Noteholders for the term sheet is also conditioned upon an acceptable resolution of certain tax issues. The term sheet can be found in the Form 8-K that will be filed with the Securities and Exchange Commission and also available in the Media Resources section of the CEOC Restructuring website at http://www.ceocrestructuring.com/media-resources/ About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The U.S. Bankruptcy Court for the Northern District of Illinois approved the adequacy of the disclosure statement explaining the second amended joint Chapter 11 plan of reorganization of Caesars Entertainment Operating Company Inc. and its debtor-affiliates. The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time) as last day for any holder of a claim entitle to vote to accept or reject the Debtors' plan. A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois, to confirm the Debtors' plan. Objections to confirmation, if any, are due Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time). CAESARS ENTERTAINMENT: Egan-Jones Hikes Sr. Unsec. Ratings to CC ---------------------------------------------------------------- Egan-Jones Ratings Company on Aug. 30, 2016, raised the senior unsecured ratings on debt issued by Caesars Entertainment Corp. to CC from C. CAESARS ENTERTAINMENT: Parent Has Restructuring Deal with Creditors ------------------------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal Pro Bankruptcy, reported that Caesars Entertainment Corp. said that it has reached a deal to resolve the long-running battle over the $18 billion restructuring of the casino company's main operating unit. According to the report, the deal, outlined in a filing with the Securities and Exchange Commission, brings the major creditors of the operating unit, Caesars Entertainment Operating Co., or CEOC, on board with its restructuring plan. The latest version of the proposal will offer an improved payout for the junior bondholders that had fought the plan, while other creditor groups will see the same or smaller payouts than previously proposed, the report related. "While we recognize that a lot of work remains to be done, we're pleased with where we are and the progress that has been made and we’re looking forward to concluding the case," Bruce Bennett, the Jones Day lawyer representing the official committee of junior bondholders, said, the report further related. Specifically, the junior bondholders, owed about $5.5 billion, can expect to recover about $3.6 billion in cash, new debt and equity at the conclusion of the restructuring, the report further related. That amounts to a recovery of about 66 cents of every dollar they are owed, up from about 27 cents under a prior restructuring plan and nine cents under CEOC's original proposal, the report said. Unsecured creditors' recoveries will also rise to about 66 cents, the report added. Senior lenders and senior bondholders still will recover 115 cents and 109 cents on the dollar, respectively, the report cited the SEC filing. A smaller group of bondholders will see their recoveries fall by about one cent to 83 cents on the dollar, the report noted. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The U.S. Bankruptcy Court for the Northern District of Illinois approved the adequacy of the disclosure statement explaining the second amended joint Chapter 11 plan of reorganization of Caesars Entertainment Operating Company Inc. and its debtor-affiliates. The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time) as last day for any holder of a claim entitle to vote to accept or reject the Debtors' plan. A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois, to confirm the Debtors' plan. Objections to confirmation, if any, are due Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time). CALICO VENTURES: US Trustee Fails to Appoint Creditors' Committee ----------------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the istrict of South Carolina that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Calico Ventures, LLC, due to insufficient response to the U.S. Trustee communication/contact for service on the committee. About Calico Ventures, LLC Calico Ventures, LLC, based in Greenville, SC, filed a Chapter 11 petition (Bankr. D.S.C. Case No. 16-04398) on August 30, 2016. The Hon. Helen E. Burris presides over the case. Daniel J. Reynolds, Jr., Esq., at McCarthy Reynolds & Penn, LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1.40 million to $1.11 million in both assets and liabilities. The petition was signed by Jack H. Davis, manager. No official committee of unsecured creditors has been appointed in the case. CAMINO AGAVE: Can Use Cash Collateral on Final Basis ---------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Camino Agave, Inc., to use cash collateral on a final basis. The Debtor was authorized to use cash collateral to pay: (1) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (2) the current and necessary expenses incurred in the operation of the Debtor's business without any budgetary restrictions; (3) the funding of any proposed plan of reorganization; (4) the payment of all allowed administrative expenses; (5) the payment of all monthly and final payments required by an Order of the Court authorizing the Debtor to incur post-petition secured indebtedness from ShaleSource Financing, LLC; and (6) the monthly payment of $3,500 to the Internal Revenue Service, as adequate protection, commencing on October 16, 2016, until the earlier of confirmation of a plan of reorganization, conversion to Chapter 7, or dismissal. The IRS was granted a replacement lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien. ShaleSource Financing was also granted a replacement lien on cash collateral, subject only to the lien of the IRS. A full-text copy of the Order, dated Sept. 22, 2016, is available at https://is.gd/jWfGjP About Camino Agave Camino Agave, Inc., filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52063) on Sept. 7, 2016. The Debtor is represented by Dean W. Greer, Esq. The Debtor is an oil field construction business. It maintains offices in Cotulla Floresville; Kennedy: and Pecos, Texas. The Debtor installs infrastructure for drilling before and after the rig. It provides for the installation of the roads, pads, reserve pits, and fraq ponds. After a rig leaves the location it provides waste management services and transportation of the drill cuttings and other waste. The Debtor installs pipelines and well head facilities production equipment. It has been operating for more than 16 years. CARLOS DE LA ZARGA JR: Selling Mineral and Production Interest -------------------------------------------------------------- Carlos A. De La Garza, Jr. and Janice B. De La Garza ask the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of Texas Mineral and Production Interest to Todd Davis for $200,000. The asset proposed to be sold is described as a Webb County, Texas Mineral and Production Interest, more particularly described in Trustee's Special Warranty Deed, dated Aug. 28, 1992 to Carlos A. De La Garza, Jr., Individually, in Volume 53, Page 622, of the Webb County Deed Records, Webb County, Texas. The Debtors believe that the sales price approximates the real property's market value in the context of such a sale, and is of a reasonable value based upon the asset proposed to be sold and its marketability. The real property is encumbered by a real property taxes in the approximate amount of $12,000. From the proceeds of the sale, the real property taxes in the approximate amount of $12,000 and Sean A. Everett's sales commission in the amount of $10,000, will be paid. The Debtors anticipates a prospective net cash of $178,000 at closing. The sale is scheduled to close as soon as possible. The Debtors believe that the sale of the asset is in the best interest of the estate and all creditors and parties in interest. Counsel for Debtors: James S. Wilkins, Esq. WILLIS & WILKINS, L.L.P. 711 Navarro Street, Suite 2300 San Antonio, Texas 78205 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 Carlos A. De La Garza, Jr. and Janice B. De La Garza sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-50471) on Feb. 29, 2016. CARTER TABERNACLE: Case Summary & 3 Unsecured Creditors ------------------------------------------------------- Debtor: Carter Tabernacle Christian Methodist Episcopal Church, Inc. aka Carter Tabernacle CME Church 1 South Cottage Hill Rd Orlando, FL 32805 Case No.: 16-06350 Chapter 11 Petition Date: September 26, 2016 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Ryan E Davis, Esq. WINDERWEEDLE HAINES WARD & WOODMAN P.A. 329 Park Avenue North, Second Floor Winter Park, FL 32789 Tel: (407) 423-4246 Fax: (407) 645-3728 E-mail: rdavis@whww.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. James T. Morris, president/director. A copy of the Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/flmb16-06350.pdf CASCELLA & SON: Court Allows Cash Collateral Use Until Oct. 31 -------------------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut authorized Cascella & Son Construction, Inc. to use cash collateral on an interim basis until Oct. 31, 2016. The Debtor is indebted to Hudson Bank n/k/a TD Bank in the amount of $250,000, and New Alliance Bank n/k/a First Niagara Bank, in the amount of $230,000. The indebtedness were secured by liens and/or security interests in substantially all of the Debtor's assets. The Internal Revenue Service and the Town of Monroe also claim liens on the Debtor's assets by virtue of tax liens. The Debtor represented that it has an immediate and continuing need for the use of the prepetition collateral and the proceeds thereof constituting cash collateral, in order to continue the operation of, and avoid immediate and irreparable harm to its business, and to maintain and preserve going concern value. The Debtor further represented that without the ability to use the Pre-Petition Collateral and the Cash Collateral, it will be unable to pay ongoing management, payroll, raw material, insurance, utilities and other necessary expenses related to the continued operation of the Debtor's business, to generate cash flow, and to maintain the value of Debtor's assets. The Debtor added that 2 employees will be terminated. TD Bank, First Niagara Bank, the IRS and the Town of Monroe were granted post-petition claims against the Debtor's estate, which will have priority in payment over any other indebtedness and or obligations, and over all administrative expenses or charges against property. TD Bank, First Niagara Bank, the IRS and the Town of Monroe were also granted an enforceable and perfected replacement lien and/or security interest in the post-petition assets of the Debtor's estate, equivalent in nature, priority and extent to the liens and/or security interests of TD Bank, First Niagara Bank, the IRS and the Town of Monroe in the prepetition collateral and the proceeds and products thereof, subject to the Carve-Out. The Carve-Out consists of: (a) the allowed administrative claims of attorneys and other professionals retained by the Debtor in the Case in the aggregate amount of $30,000.00; and (b) amounts payable to pursuant to 28 U.S.C. Section 1930(a)(6). A full-text copy of the Order, dated Sept. 23, 2016, is available at http://tinyurl.com/jgmv6gt About Cascella & Son Construction Cascella & Son Construction, Inc., filed a chapter 11 petition (Bankr. D. Conn. Case No. 14-50518) on Apr. 7, 2014. The petition was signed by Todd Michael Cascella, president. The Debtor is represented by James M. Nugent, Esq., at Harlow, Adams, and Friedman. The case is assigned to Judge Alan H.W. Shiff. The Debtor disclosed $0 in assets and $3.48 million in liabilities at the time of the filing. CASTELLINO VILLAS: 9th Circ. Affirms Discharge of Attorney's Claim ------------------------------------------------------------------ In the appeals case captioned PICERNE CONSTRUCTION CORP., DBA Camelback Construction, Appellant, v. CASTELLINO VILLAS, A. K. F. LLC, Appellee, No. 12-57186 (9th Cir.), the United States Court of Appeals for the Ninth Circuit affirmed the district court's determination that the claim of the attorneys of Picerne Construction Corp., dba Camelback Construction, was discharged when the bankruptcy court confirmed Castellino Villas LLC's plan. Castellino Villas LLC hired Picerne as general contractor to construct a 120-unit apartment complex on Castellino's property. Picerne and Castellino entered into an agreement for the work that contained an attorneys' fees provision. Castellino defaulted on its obligations and failed to pay Picerne and its subcontractors for their work. In response, Picerne filed a demand for arbitration and a mechanic's lien against the apartment complex. A few months later, Picerne filed a complaint in California Superior Court to foreclose on the mechanic's lien. The bankruptcy filing automatically stayed Picerne's foreclosure action, but the bankruptcy court granted Picerne's motion to lift the stay so that the parties could continue to litigate the mechanic's lien action in state court. Castellino disputed the validity, priority, and amount of Picerne's lien. In bankruptcy court, Picerne filed an objection to confirmation of Castellino's proposed plan of reorganization. In order to obtain confirmation of its plan, Castellino entered into a settlement agreement with Picerne, which provided that if Picerne's foreclosure action in state court resulted in a determination that Picerne's mechanic's lien was a "valid, properly perfected and enforceable mechanics lien against the Castellino property" and was senior to Bank of the West's lien, Picerne would receive specified payments from the trust account which Castellino would fund. The parties expressly did not agree as to whether Picerne was entitled to interest, costs or attorneys' fees if it prevailed on its claim. Pursuant to the plan and settlement agreement, the parties continued litigating the mechanic's lien action in state court. After a nine-day trial, the state court held that Picerne's mechanic's lien was valid and had priority over the Bank's lien, and the court entered judgment for Picerne in the amount of some $2.6 million (including prejudgment interest). Picerne moved for an award of attorneys' fees. The state court held that under the bankruptcy court's order, it lacked the authority to adjudicate or award attorneys' fees, so it denied the motion without prejudice. Picerne moved the bankruptcy court for a ruling that the state court had the authority to award attorneys' fees. The bankruptcy court denied the motion, reasoning that when Picerne sued Castellino, the contract between the parties gave Picerne a contingent and unliquidated claim for attorneys' fees. Because this claim arose before Castellino filed a petition in bankruptcy, it was discharged by the confirmation of Castellino's plan of reorganization or was released by the parties' settlement agreement. The district court affirmed, and Picerne timely appealed. Picerne contended that the bankruptcy court erred in denying its motion for post-discharge attorneys' fees. First, Picerne argued that its claim for attorneys' fees arising from litigation in state court arose after Castellino filed its petition in bankruptcy and therefore was not discharged by the confirmation of Castellino's plan of reorganization. Second, Picerne contended that its settlement agreement with Castellino released only "existing claims," and not claims for attorneys' fees incurred after the settlement agreement was approved by the court. The Ninth Circuit disagreed, explaining that because Picerne and Castellino had entered into a contract with an attorneys' fees provision, and Picerne commenced an action under that contract against Castellino in state court before Castellino filed a Chapter 11 bankruptcy petition, Picerne's contingent claim for attorneys' fees arose before both the filing of Castellino's bankruptcy petition and the confirmation of Castellino's plan. The Ninth Circuit further held that because the preconfirmation settlement agreement between Picerne and Castellino required the parties to complete the state court litigation, Picerne could fairly and reasonably contemplate that it would incur attorneys' fees associated with the state court litigation and would have a claim for attorneys' fees under the agreement if it prevailed. The Ninth Circuit thus concluded that the district court correctly determined that the claim was discharged when the bankruptcy court confirmed Castellino's plan. A full-text copy of the Ninth Circuit's September 6, 2016 opinion is available at https://is.gd/As5IZP from Leagle.com. Appellant is represented by: Scott E. Hennigh, Esq. Meredith A. Jones-McKeown, Esq. Scott A. Vignosm, Esq. SHEPPARD MULLIN RICHTER & HAMPTON LLP Four Embarcadero Center, 17th Floor San Francisco, CA 94111 Tel: (415)434-9100 Fax: (415)434-3947 Email: shennigh@sheppardmullin.com mjonesmckeown@sheppardmullin.com spalmer@sheppardmullin.com Appellee is represented by: Beth Ann R. Young, Esq. Ron Bender, Esq. Krikor J. Meshefejian, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310)229-1234 Fax: (310)229-1244 Email: bry@lnbyb.com rb@lnbyb.com kjm@lnbyb.com About Castellino Villas Castellino Villas, based in Los Angeles, CA, filed a Chapter 11 petition (Bankr. C.D. Ca. Case No. 09-29228) on July 24, 2009. Ron Bender, Esq. acted as bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Robert C. Kopple, the company's manager. CCM MERGER: Moody's Affirms B2 CFR; Outlook Stable -------------------------------------------------- Moody's Investors Service affirmed CCM Merger, Inc.'s B2 Corporate Family Rating, B2-PD Probability of Default Rating, Caa1 unsecured rating, and downgraded the senior secured ratings to B1. The Outlook is stable. The downgrade of the senior secured rating reflects the company's intention to prepay approximately $75 million of its 9.125% senior unsecured bonds with the proceeds from a new $75 million incremental senior secured Term Loan B. As a result, the support provided by the unsecured debt reduces from 41% of total debt to 29% which causes the loss given default rate on the senior secured debt to increase pursuant to Moody's Loss Given Default Methodology. The affirmation reflects the stable operating environment, and the benefit from lower interest expense (approximately $5.0 million) because the margin on the incremental term loan is materially lower than the coupon on the unsecured bonds -- causing EBITDA/interest to improve to about 2.8x from 2.5x for the LTM period ended June 30, 2016. Ratings affirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior unsecured rating at Caa1 (LGD5) Rating downgraded: Senior secured bank revolver and term loan to B1 (LGD3) From Ba3 (LGD2) The Outlook is stable RATINGS RATIONALE CCM's B2 Corporate Family Rating considers the demonstrated stability and favorable characteristics of the Detroit gaming market, which has significant population density as measured by adults per gaming position. Additionally, state law allows only three casinos in the city providing a barrier to entry for new competitors. Also supporting the rating is CCM's positive free cash flow generating ability, along with the fact that the there are no near-term scheduled debt maturities until 2019. Key credit risks include CCM's small size in terms of gaming revenue and single asset profile, as well as high leverage (debt/EBITDA of 5.7x as of LTM June 30, 2016,) for the assigned rating category. Moody's estimates debt/EBITDA will decline to between 5.0x -- 5.5x by year-end 2017 due to debt reduction on relatively flat EBITDA. The stable outlook reflects stable market conditions in Detroit and CCM's ability to generate positive free cash that Moody's expects the company will use to primarily to prepay debt. Ratings improvement is limited at this time given CCM's single asset profile. A higher rating would require that the company demonstrate the ability and willingness to maintain debt/EBITDA below 4.0 times and a stable operating outlook for the Detroit market. Ratings could be lowered if CCM's EBITDA trend turns negative and it appears likely debt/EBITDA will increase above 6.0 times. CCM Merger Inc., through its subsidiary Detroit Entertainment L.L.C, owns and operates the MotorCity Casino Hotel in Detroit, Michigan, one of only three commercial casinos that are allowed to operate in the Detroit area. CCM is owned by Mrs. Marian Illitch and generates about $457 million in net revenue. The company is privately held and does not publicly disclose detailed financial information. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. CCM MERGER: S&P Affirms 'BB-' Rating on Secured Credit Facility --------------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB-' issue-level rating, with a recovery rating of '1', on Detroit-based CCM Merger Inc.'s (dba MotorCity Casino Hotel) senior secured credit facility (consisting of a $20 million revolver due 2019 and a term loan B due 2021 that will have $477 million outstanding including the add-on). The '1' recovery rating reflects S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a default. CCM plans to use proceeds from the incremental term loan issuance, along with cash on hand, to repay a portion of its senior notes and to pay debt breakage costs and transaction fees and expenses. S&P also affirmed its 'CCC+' issue-level rating, with a recovery rating of '6', on the company's 9.125% senior notes due 2019. Pro forma for the transaction, the company will have $200 million outstanding on the senior notes. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. The 'B' corporate credit rating on CCM Merger is unchanged. The rating outlook is stable. "The rating reflects our expectation that modest growth in EBITDA through 2017, coupled with continued good free cash flow generation, will support debt repayment at the company leading to adjusted debt to EBITDA improving to the low- to mid-5x area by the end of 2017," said S&P Global Ratings credit analyst Stephen Pagano. Despite a weaker than anticipated second quarter of 2016, when EBITDA declined in the mid-single digits due to softer gaming revenues and elevated casino expenses, S&P expects the overall economic and competitive environment in Detroit to remain favorable and forecast continued modest growth in gaming revenue through S&P's projection period. CCM has improved its credit measures in recent periods, including reducing leverage by over a turn since 2014, due in part to good gaming revenues leading to EBITDA growth as well as both mandatory and voluntary debt repayment. S&P anticipates that the company will continue to use a majority of its free cash flow to repay debt, leading to continued improvement in credit measures through 2017. The stable outlook reflects S&P's expectation that modest growth in operations, coupled with continued good levels of free cash flow, will support debt repayment, leading to adjusted debt to EBITDA improving to the low- to mid-5x area by 2017. CENVEO INC: Egan-Jones Ups Sr. Unsec. Ratings to CCC+ ----------------------------------------------------- Egan-Jones Ratings Company on Aug. 26, 2016 hiked the senior unsecured ratings on debt issued by Cenveo Inc. to CCC+ from CCC. CHC GROUP: Court Allows Cash Collateral Use Until Oct. 19 --------------------------------------------------------- Judge Barbara J. Houser of the U.S. Bankruptcy Court for the Northern District of Texas authorized CHC Group Ltd. to use cash collateral on an interim basis until Oct. 19, 2016. The approved Budget covers a period of 17 weeks, beginning on Sept. 9, 2016 and ending on the week beginning Dec. 30, 2016. The Budget provides for total Disbursements in the amount of $419,302,000 for the 17-week period. The Revolving Facility Administrative Agent HSBC Bank PLC and the Senior Secured Notes Indenture Trustee The Bank of New York Mellon, asserted that approximately $328 million and $1 billion in aggregate principal amount was outstanding under the Revolving Facility Secured Documents and Senior Secured Notes Documents, respectively. They further asserted that the obligors under the Revolving Credit Agreement and the obligors under the Senior Secured Notes were granted first priority liens on certain categories of their respective assets, including, accounts receivable, aircraft and related assets, bank accounts, shares of capital stock, and other real and personal property, subject to the parameters set forth in the Revolving Facility Documents and Senior Secured Notes Documents in favor of HSBC Corporate Trustee Company (UK) Limited, which was appointed to act as Revolving and Secured Notes Collateral Agent. ABL Facility Administrative Agent Morgan Stanley Senior Funding, Inc. and ABL Facility Collateral Agent BNP Paribas SA asserted that the Debtors have granted security interests in substantially all of their respective assets, including aircraft and related assets, in favor of the ABL Facility Collateral Agent to secure the obligations under the ABL Facility. The ABL Agents further asserted that approximately $139 million in aggregate principal amount was outstanding under the ABL Facility, as of the Petition Date. The Debtors told the Court that as of the Petition Date, at least $232.8 million of their Beginning Cash Balance constitutes Unencumbered Cash, which is not subject to any prepetition lien or security interest held by the Agents. They further told the Court that approximately $30.5 million of cash in the Beginning Cash Balance may be subject to prepetition liens or security interests asserted by the Agents. The Debtors added that approximately $13.8 million of cash is classified as restricted cash, that is held by the Debtor and non-debtor entities. The Debtors related that the Restricted Cash consists primarily of contract deposits and customer pre-payments, and such cash cannot be accessed by the Debtors for general operating purposes. Judge Houser held that the adequate protection obligations due to the Prepetition Secured Parties will constitute joint and several superpriority claims in the amount of the Diminution, if any, against the Debtors as provided in section 507(b) of the Bankruptcy Code, with priority in payment over any and all unsecured claims and administrative expense claims against the Debtors. The Agents, for the benefit of the Prepetition Secured Parties, were granted a first priority replacement lien on, and security interest in the CHC Cayman Unencumbered Cash in the Bank of America Account and all of the Debtors' rights in tangible and intangible assets. The Carve Out consists of: (1) all statutory fees required to be paid by the Debtors to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee; (2) the reasonable fees and expenses up to $50,000 incurred by a trustee appointed in the Debtors’ cases under section 726(b) of the Bankruptcy Code; (3) all accrued and unpaid reasonable fees, disbursements, costs, and expenses incurred by professionals or professional firms retained by the Debtors or their estates. A final hearing on the the Debtors' use of cash collateral is scheduled on October 18, 2016 at 9:00 a.m. A full-text copy of the Interim Order, dated September 23, 2016, is available at https://is.gd/N4Mkiu About CHC Group Ltd. Headquartered in Irving, Texas, CHC Group Ltd. is a global commercial helicopter services company primarily servicing the offshore oil and gas industry. CHC maintains bases on six continents with major operations in the North Sea, Brazil, Australia, and several locations across Africa, Eastern Europe, and South East Asia. CHC maintains a fleet of 230 medium and heavy helicopters, 67 of which are owned by it and the remainder are leased from various third-party lessors. CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016. As of Jan. 31, 2016, CHG had $2.16 billion in total assets and $2.19 billion in total liabilities. The Debtors hired Weil, Gotshal & Manges LLP as counsel, Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners LP as investment banker, Seabury Corporate Advisors LLC as financial advisor, CDG Group, LLC, as restructuring advisor, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Office of the U.S. Trustee on May 13, 2016, appointed five creditors of CHC Group Ltd. to serve on the official committee of unsecured creditors. CHERRY CONTRACTING: Has Until Sept. 28 to Use Cash Collateral ------------------------------------------------------------- Judge Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized Cherry Contracting Inc. to use cash collateral on an interim basis, through Sept. 28, 2016. The Debtor is indebted to: (a) Bank of America, N.A. in the amount of $965,047. Bank of America asserted that it has a blanket lien on all the Debtor's assets including, all inventory, accounts and accounts receivable; (b) Yadkin Bank, in the amount of $314,381 on a line of credit; $668,404 on a Small Business Administration loan; and $232,042 on a Small Business Administration loan used to purchase a plant in South Carolina. Yadkin asserts that its loans are secured by a blanket lien on all of the Debtor's assets, including all accounts and accounts receivable; and (c) Capital Business Funding, LLC, in the amount of $346,967, exclusive of attorneys' fees and other costs. Capital Business Funding asserts that as security, the Debtor granted a blanket lien on certain of the Debtor's assets, and specifically on all accounts and accounts receivable. The Debtor said that it is not aware of any other security interests against its accounts, accounts receivable or inventory, the proceeds of which would constitute cash collateral. The Debtor contended that through the use of the Cash Collateral, it will be able to fund its operation which will allow the Debtor to perform on existing contracts. The Debtor further contended that the performance by the Debtor on the existing contracts will generate new post petition accounts receivable. The Debtor anticipated that the value new accounts receivable generated by the performance of existing contracts will exceed the value of the Cash Collateral used to perform on the existing contracts. The Debtor told the Court that the Cash Collateral will also be used to properly insure all collateral, purchase General Liability, Business and Worker’s Compensation insurance, pay employees, and purchase new raw material necessary to operate the business. The approved Budget provides for a five-week period, beginning on Sept. 12, 2016 and ending on Oct. 14, 2016. The Budget provides for total expenses in the amount of $140,006. Capital Business Funding, Bank of America, and Yadkin each consented and agreed that 50% of all amounts recovered on prepetition accounts receivable postpetition, exclusive of the purchased accounts receivables factored by Capital Business Funding, will be placed in the trust account of the Debtor's counsel and are not to be used by the Debtor without further order of the Court. The Debtor was allowed to use the other 50% of all prepetition accounts receivable recovered post-petition, exclusive of the Purchased Receivables, pursuant to the Court's Order and the Chapter 11 Operating Order. The Debtor was directed to make a one-time adequate protection payment to Bank of America, in the amount of $3,800, on Sept. 28, 2016. The Debtor agreed to consent to a motion to be filed by Yadkin for relief from stay to execute on its secured collateral located at the Debtor's former South Carolina Plant. Capital Business Funding, Bank of America, and Yadkin were granted replacement liens and security interests in all the Debtor's properties of the same priority as each secured creditor held a similar, unavoidable lien as of the Petition Date, and the proceeds thereof, whether acquired pre-petition or post-petition. A full-text copy of the Interim Order, dated Sept. 22, 2016, is available at https://is.gd/knmiyo A full-text copy of the proposed Budget, dated Sept. 22, 2016, is available at https://is.gd/tvHqDl Capital Business Funding is represented by: Christine L. Myatt, Esq. NEXSEN PRUETT, PLLC 701 Green Valley Road, Suite 100 Greensboro NC 27402 Yadkin Bank is represented by: George Sanderson, III ELLIS & WINTERS, LLP P.O. Box 33550 Raleigh, NC 27636 Bank of America is represented by: Daniel C. Bruton, Esq. BELL DAVIS & PITT, P.A. P.O. Box 21029 Winston Salem, NC 27120-1029 About Cherry Contracting Cherry Contracting, Inc. filed a chapter 11 petition (Bankr. M.D.N.C. Case No. 16-50927) on Sept. 2, 2016. The Debtor is represented by J. Marshall Shelton, Esq. and Steven K. Taylor, Esq., at Taylor Law Office, PC. The Debtor was founded in 2001 as a supplier of precast concrete products for use in construction projects. Over time the Debtor has become a leader in precast concrete sound-wall and barriers for use in roadwork projects. At the time of filing the Debtor operated one plant in Rural Hall North, Carolina. CHURCH HILL: Selling Tennessee Personal Property to Pay FTB ----------------------------------------------------------- Church Hill Emergency Medical Services, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the sale of various items of personal property. A copy of list of the prospective purchasers of the Personal Property, the items they seek to purchase, the location of the items and the bid amount, attached to the Motion is available for free at: http://bankrupt.com/misc/Church_Hill_62_Sales.pdf The Debtor formerly operated an ambulance and emergency medical transportation service in the northeastern portion of Hawkins County, Tennessee. The Debtor ceased its operations on Aug. 23, 2016. The Debtor formerly operated its business from 5 separate locations: a facility in Surgoinsville, Tennessee; a facility in Mount Carmel, Tennessee; a facility in Kingsport, Tennessee; a facility in Church Hill, Tennessee; and an administration building in Church Hill, Tennessee. These facilities were equipped with Personal Property. On Sept. 20, 2013, First Tennessee Bank National Association ("FTB") extended credit to the Debtor under a promissory note of even date in the original principal amount of $60,000 ("Note"). The Note was secured by all the Debtor's inventory, chattel paper, accounts, equipment and general intangibles ("Collateral"). As of the Petition Date, the outstanding balance under the Note was $33,152. In addition, the Debtor is indebted to FTB under 7 other promissory notes having a collective balance of approximately $822,401 as of the Petition Date. This indebtedness is also secured by the Collateral by virtue of cross-collateral provisions contained in the applicable loan documents. FTB has a properly perfected security interest in the Collateral by the filing of a UCC financing statement with the Office of the Tennessee Secretary of State. It has or it is anticipated that it will consent to the proposed sale of Personal Property. The Debtor is not aware of any other creditor that holds or claims to hold a perfected lien or security interest to the Personal Property. The Debtor, through a private bidding process, has received various bids from individuals to purchase certain items of personal property Personal Property. The amounts listed represent the high bids for each respective item. The terms of each of the respective sales will include that the Personal Property will be sold "as is, where is," without any warranties, express or implied. If the sales are approved by the Court, the Debtor will thereafter execute and deliver bills of sale conveying title to the specific items of Personal Property to each respective purchaser. The purchasers will be responsible for securing possession of the items purchased, including all costs associated therewith. The Debtor does not intend to utilize the Personal Property as part of its reorganization. The Debtor believes the respective bid amounts submitted by prospective purchasers represent a fair value for the specific items of Personal Property being purchased. The Debtor does not believe that it could receive a greater value through an alternate liquidation process. The Debtor believes that there is a limited market for these items and that the terms of the proposed sales represent a fair liquidation value without any commission and with limited expense. The proceeds of the sale will be paid to FTB to reduce the Debtor's indebtedness. About Church Hill Emergency Medical Services Church Hill Emergency Medical Services, Inc., filed a chapter 11 petition (Bankr. E.D. Tenn. Case No. 16-51275) on Aug. 30, 2016. The petition was signed by Mark Johnson, director. The Debtor is represented by Mark S. Dessauer, Esq., at Hunter, Smith & Davis. The case is assigned to Marcia Phillips Parsons. The Debtor disclosed total assets at $1.46 million and total debt at $840,000 as of Aug. 25, 2016. CITICARE INC: Plan Confirmation Hearing Set for Oct. 21 ------------------------------------------------------- The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York approved the request of Citicare, Inc. for entry of an order: (i) approving use of the Debtor's Second Amended Chapter 11 Plan as a disclosure statement pursuant to section 1125(f)(1) of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure; and (ii) approving voting and solicitation procedures with respect to the Debtor's Plan. The Court will conduct a hearing to consider confirmation of the Plan on October 21, 2016 at 10:00 a.m. The Confirmation Hearing may be adjourned from time to time by the Court or the Debtor without further notice to parties other than an announcement in Court at the confirmation hearing or any adjourned Confirmation Hearing. These dates and procedures with respect to the Plan are established: -- October 7, 2016 shall be the deadline for objections to claims for purposes of fixing creditors' rights to vote. A failure to object by October 7, 2016 shall be without prejudice to later objections to the merits of such claims. -- October 14, 2016, at 4:00 p.m., shall be the deadline by which the Ballots to accept or reject the Plan shall be received from eligible creditors. Unless otherwise specifically ordered by the Court with respect to a specific Ballot, all Ballots must be completed, signed, returned to, and actually received by the Debtor on or before the Voting Deadline in order to be counted; -- October 14, 2016, at 4:00 p.m. shall be the deadline to file and serve any objections and evidence in opposition to confirmation of the Plan, which must (i) be in writing; (ii) set forth in detail the name and address of the party filing the objection, the grounds for the objection, any evidentiary support therefore in the nature of declarations submitted under penalty of perjury, and the amount of the objector's Claims or such other grounds that give the objector standing to assert the objection; and (iii) be served upon the parties at the addresses set forth in the Confirmation and Sale Hearing Notice. Any objection not properly and timely filed and served may not be considered and may be overruled; -- October 14, 2016 shall be the deadline for motions for temporary allowance of claims for voting purposes under Rule 3018; -- October 18, 2016 shall be the deadline for the Debtor to submit a brief in support of the confirmation of the Plan should they choose to file one; -- October 18, 2016 shall be the deadline to submit a summary of the Voting Report respect to the Plan; and -- October 21, 2016 at 10:00 a.m. shall be the date and time of the confirmation hearing. According to a report by the Troubled Company Reporter, Citicare has asked the Bankruptcy Court to authorize the sale of assets to Urban Health Plan, Inc., for up to $4,000,000. The Debtor's amended Motion is filed as an alternative to its Second Amended Chapter 11 Plan. About Citicare, Inc. Citicare, Inc., is a New York Corporation providing comprehensive primary and specialty care to medically underserved communities. It operates from its premises located at 154 West 127th Street in The borough of Manhattan, City of New York. The company's health care facility provided services to 5,500 unique patients and generated 25,000 visits in the year ending Dec. 31, 2014. Citicare filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11902) on June 9, 2013. The petition was signed by Silva Umukoro, the president. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. The Debtor is represented by Gabriel Del Virginia, Esq., at the Law Offices Of Gabriel Del Virginia, in New York. As the Debtor is in the healthcare business, on Sept. 12, 2013 a patient care ombudsman was appointed under Section 333(a)(1) of the Bankruptcy Code. CLAIRE'S STORES: Moody's Affirms Ca-PD PDR, Outlook Negative ------------------------------------------------------------ Moody's Investors Service affirmed the Ca-PD probability of default rating of Claire's Stores, Inc. and appended the PDR with the "/LD" (limited default) designation. The outlook is unchanged at negative. RATINGS RATIONALE These rating actions result from Claire's closing its exchange offer, which we have characterized as a distressed exchange. Moody's will remove the "/LD" designation from Claire's PDR after three days. These transactions do not constitute an event of default under any of the company's debt agreements. Affirmations: Issuer: Claire's Stores, Inc. Probability of Default Rating, Affirmed Ca-PD /LD (/LD appended) The principal methodology used in this rating was Retail Industry published in October 2015. CLARK-CUTLER-MCDERMOTT: Cash Collateral Use Until Sept. 30 Approved ------------------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts authorized Clark-Cutler-McDermott Company and its affiliated debtors to use cash collateral on an interim basis until Sept. 30, 2016. The Debtors were authorized to use cash collateral solely for the following purposes: Expenditure Week Ended Week Ended ----------- Sept. 23 Sept. 30 ---------- ---------- Payroll $33,500 $15,136 401(k) $1,500 - Use and Occupancy for $16,825 - 130 Constitution Avenue Rigging Services to $15,000 - vacate warehouse Approved Payments to $15,614.72 - staffing agencies Utilities $10,000 $10,000 Maintenance $10,000 $8,000 The Debtors were directed to file with the Court either a proposed Budget and form of Order authorizing the continued use of cash collateral and indicating whether General Motors and the Official Committee of Unsecured Creditors consent to the entry of such Order, or a Notice indicating that the parties have been unable to agree on the terms of a Cash Collateral Order, together with a proposed Budget and form of Order for consideration by the Court. Judge Panos held that in the event that the parties are unable to agree upon and submit a consensual Budget and form of Order, the Court will hold an evidentiary hearing on the continued use of cash collateral on Sept. 30, 2016 at 9:30 a.m. A full-text copy of the Order, dated Sept. 23, 2016, is available at https://is.gd/pI3fw2 About Clark-Cutler-McDermott Company Automobile parts manufacturer Clark-Cutler-McDermott Company and its subsidiary CCM Automotive Lafayette LLC filed chapter 11 petitions (Bankr. D. Mass. Lead Case No. 16-41188) on July 7, 2016. The cases are pending joint administration before Hon. Christopher J. Panos. The petitions were signed by James T. McDermott, CEO. The Debtors are represented by Charles A. Dale, III, Esq., David Mawhinney, Esq., and Mackenzie Shea, Esq., at K&L Gates LLP. The Debtors each estimated assets of $10 million to $50 million and debts of $10 million to $50 million at the time of the chapter 11 filings. CLIFFS NATURAL: Egan-Jones Hikes Sr. Unsecured Ratings to CCC ------------------------------------------------------------- Egan-Jones Ratings Company on Aug. 26, 2016 upgraded the senior unsecured ratings on debt issued by Cliffs Natural Resources Inc. to CCC from C. CLOUD PEAK: S&P Lowers CCR to 'SD' & Rates 2nd-Lien Notes 'B-' -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Gillette, Wyo.-based Cloud Peak Energy Resources LLC to 'SD' from 'B+'. At the same time, S&P lowered the issue-level rating on Cloud Peak's $300 million senior unsecured notes due 2019 and its $200 million senior unsecured notes due 2024 to 'D' from 'B+'. S&P revised the recovery rating on the senior unsecured notes to '6' from '4', reflecting its expectation of negligible (0% to 10%) recovery in the event of a conventional default. S&P assigned a 'B-' issue level rating on the proposed second-lien notes due 2021 with a '3' recovery rating, reflecting S&P's expectation of meaningful (50% to 70%, upper half of the range) recovery in the event of a conventional default. "The rating action is a result of a below-par exchange offer of the senior unsecured notes," said S&P Global Ratings analyst Vania Dimova. "In addition, we believe the deterioration in operating performance and diminished liquidity over the past several quarters offer additional uncertainly over the company's ability to generate positive free operating cash flow in the forecast period." Once the exchange is complete, S&P Global Ratings will assign a corporate credit rating and outlook that reflects the new capital structure. CLUB VILLAGE: CF SBC Pledgor 1 Cash Use Until Dec. 23 Allowed ------------------------------------------------------------- Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida authorized Club Village, LLC, to use CF SBC Pledgor 1 2012-1 Trust's cash collateral on an interim basis through Dec. 23, 2016. The approved Budget, which covers the period beginning Aug. 22, 2016 and ending on Dec. 23, 2016, provides for total monthly expenses in the amount of $65,045. The Debtor was directed to make monthly adequate protection payments to CF SBC in the amount of $20,000, until the closing of the sale of the Debtor's property or the closing or dismissal of the case, whichever occurs earlier. CF SBC was granted a first priority replacement security interest and lien on all currently owned or after acquired assets and/or properties of the Debtor, in the same types of collateral and to the same extent and priority existing s of the Petition Date. Judge Hyman held that the Office of the United States Trustee will be entitled to a carve-out from CF SBC's cash collateral for the payment of its quarterly UST Fees. A full-text copy of the Interim Order, dated Sept. 23, 2016, is available at http://tinyurl.com/hh4ot79 About Club Village Club Village, LLC, filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-21497) on Aug. 22, 2016. The petition was signed by Fred DeFalco, managing member. The Debtor is represented by Aaron A. Wernick, Esq., at Furr & Cohen. The case is assigned to Judge Erik P. Kimball. The Debtor disclosed total assets at $11.5 million and total debts at $11.2 million. COMMUNITY HEALTH: Egan-Jones Cuts Sr. Unsec. Ratings to B- ---------------------------------------------------------- Egan-Jones Ratings Company on Aug. 26, 2016, downgraded the senior unsecured ratings on debt issued by Community Health Systems Inc. to B- from B. CONTOURGLOBAL LP: Fitch Affirms B+ Long-term Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has affirmed ContourGlobal L.P.'s (CGLP) Long-Term Issuer Default Rating (IDR) at 'B+'. The Rating Outlook is Stable. In addition, Fitch affirmed its rating for ContourGlobal Power Holdings S.A.'s (CGPH) super senior revolver due 2018 at 'BB+/RR1' and the senior secured notes due 2021 at'BB-/RR3'. CGPH is a financing subsidiary of CGLP and the ratings of its debt obligations primarily benefit from a guarantee from CGLP. The individual security ratings at CGLP are notched based on a recovery analysis that reflects the IDR and the priority ranking of the debt obligations in a hypothetical default scenario. KEY RATING DRIVERS -- Relatively stable earnings supported by long-term contracts; -- Kosovo project could potentially impair credit quality; -- Maritsa payment received; -- Counterparty concentration risk remains high albeit declining. CGLP's IDR primarily reflects its relatively stable earnings from long-term contracts and regulated earnings which account for an average of 90% of total revenue between 2016 and 2021. Power purchase agreements (PPAs) have a weighted average life of approximately 12 years. PPAs are either capacity-based which covers fuel cost and other variable costs or with fixed long-term prices with inflation pass-through. 42% of the off-takers by capacity are investment grade, 42% are non-investment grade and 16% are not rated. With political risk insurance (PRI), approximately 80% of off-takers by capacity are investment grade. Fitch believes the Kosovo lignite power plant project could potentially impair CGLP's credit quality due to the large size of the project, long construction period and a weak counterparty. In December 2015, CGLP reached preliminary agreement with the Kosovo government to build a 500MW lignite power plant to replace an old lignite plant. Project is estimated to cost over EUR1 billion. Management has publicly indicated that it will use 70% project debt. Ground breaking is expected to start in 2017-2018 and project is expected to complete in 2022. The off-taker of the PPA is expected to be Kosovo Energy Corporation (KEK, an entity owned by the Kosovo Government; not rated). Largely reflecting historical legacies, Kosovo remains one of the poorest countries in Europe and is struggling with a high unemployment rate. The reasonable cost of this project has been challenged by various sources. To partially offset these concerns, Fitch notes that CGLP has experience in building projects in developing countries. At this time, CGLP has not made any binding commitment to invest in the project. Fitch will closely monitor the progress of the project and its impact on CGLP's credit quality. Counterparty concentration risk remains high but is declining. For 2016, three projects - Maritsa, Arrubal and Inka - are expected to represent approximately 40% of CGLP's total proportionate EBITDA (CGLP's share). The percentage has declined from 2014's 63%, primarily as 1.1GW of new capacity has been acquired or completed since 2014. Fitch views the settlement between CGLP's Maritsa East (Maritsa) and Natsionalna Elektricheska Kompania EAD (NEK) positively. In April 2016, Maritsa received approximately EUR143 million of overdue receivables from NEK. The 15% reduction in capacity payment took effect upon the receipt of the payment. Fitch evaluates CGLP's credit metrics both on a consolidated and parent-only cash flow basis. The consolidated method acknowledges that although project debt is non-recourse, CGLP will likely provide financial and operational support in times of stress for its large projects. Many projects such as Maritsa are contracted with government or quasi-government counterparties, thus could be difficult to terminate. Fitch projects that consolidated FFO adjusted leverage from 2016 through 2019 could range from 5x to 6x, without the Kosovo project. On a parent-only cash flow basis, Fitch projects that the recourse debt/APOCF (available parent-only cash flow) will likely average 5x during the same period. The parent-only cash flow metric is based on distribution from projects and is structurally inferior to cash flow at the project company level. If the Kosovo project moves forward, Fitch estimates that these credit metrics will likely weaken during construction and recover after construction. However, details of this project are largely unknown at this time. Recovery Analysis The 'BB+/RR1' ratings for CGPH's super senior revolver and 'BB-/RR3' for its senior secured notes are based on Fitch's recovery waterfall analysis. Fitch values CGLP's equity interest in its operating subsidiaries at approximately $500 million under a distressed scenario. The 'RR1' rating for the revolver reflects outstanding recovery prospects given default with securities historically recovering 91%-100% of current principal and related interest and reflects a three-notch positive differential from CGLP's 'B+' IDR. The 'RR3' rating for the senior secured notes reflects a one-notch positive differential from the 'B+' IDR and indicates good recovery of principal and related interest of between 51%-70%. KEY ASSUMPTIONS Fitch's key assumptions within our rating case for the issuer include: -- Assume equity contribution of $50 million 2016; -- Reduced capacity payment from NEK by 15% starting April 2016; -- Maritsa and Arrubal availability factors are at required level of 82% for Maritsa, and 86%-93% for Arrubal (actual availability has been higher historically); -- Fitch's projections for the rating case do not include the Kosovo project, as no binding commitment has been made at this time. RATING SENSITIVITIES Positive: Future developments that may lead to a positive rating action include: -- On a consolidated basis, FFO adjusted leverage below 5x on a sustained basis; on a parent-only basis, recourse debt/APOCF below 4x on a sustained basis; -- Materially reduced counterparty concentration risks such that EBITDA from any single off-taker is consistently less than 15%; -- High likelihood of re-contracting major PPAs at pricing levels that are similar to existing levels with similar terms. Negative: Future developments that could lead to negative rating action include: -- On a consolidated basis, FFO adjusted leverage above 7x on a sustained basis; on a parent-only basis, recourse debt/APOCF above 6x on a sustained basis; -- If the major PPAs experience unexpected and material price reduction or termination; -- If more than 50% of total revenue becomes uncontracted; -- If future projects, including the Kosovo project, experience material cost overruns and delays, are not prudently financed and/or encounter substantial political interference, causing financial distress at the project level and/or at the parent level such that CGLP breaches the guideline ratios aforementioned on a sustained basis. Fitch has affirmed the following ratings: CGLP -- Long-Term IDR at 'B+'; CGPH -- Senior secured revolver at 'BB+/RR1'; -- Senior secured debt at 'BB-/RR3'. The Rating Outlook is Stable. CORE RESOURCE: U.S. Trustee Adds Now CFO as Committee Member ------------------------------------------------------------ Ilene J. Lashinsky, the U.S. Trustee for the District of Arizona, on Sept. 22, 2016, added Now CFO, LLC, in the official committee of unsecured creditors of Core Resources Management, Inc. As reported by the Troubled Company Reporter, the U.S. Trustee on July 15 appointed three creditors to serve on the Committee. The committee members now include: (1) Mary Ann Kestner 325 Ladera Street, Unit 1 Santa Barbara, CA 93101 Tel: (805) 729-4646 E-mail: maryannkestner@yahoo.com (2) James R. Harlan Anita J. Harlan 501 South Roanoke Mesa, AZ 85206 Tel: (319) 671-0614 E-mail: jimharlan7@gmail.com (3) John Leggat 4039 East Sunnyside Drive Phoenix, AZ 85028 Tel: (602) 705-9440 E-mail: jrlegg@aol.com (4) Now CFO, LLC Attn: Debbie Robb, General Counsel 5251 S. Green Street, Suite 350 Salt Lake City, UT 84123 Tel: (801) 979-2747 E-mail: drobb@nowcfo.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Core Resources Core Resources Management, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-06712) on June 13, 2016. The petition was signed by Dennis Miller, chief operating officer. The case is assigned to Judge Brenda K. Martin. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Hauf PLC serves as counsel to the Debtor. The U.S. Trustee, on July 15, 2016, appointed three creditors to serve in the official committee of unsecured creditors in the Debtors' cases. Dickinson Wright PLLC serves as counsel to the Committee. CREATIVE FOODS: Use of Ridgestone Cash Collateral Until Oct. 21 OK ------------------------------------------------------------------ Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Creative Foods, LLC, to use Ridgestone Bank's cash collateral on an interim basis, until Oct. 21, 2016. The Debtor is indebted to Ridgestone Bank in the amount of $331,804, plus attorney's fees. Ridgestone Bank holds a valid first priority security interest in and lien on all of the assets of the Debtor, including equipment, inventory, accounts, instruments, chattel paper, general intangibles, and all their proceeds and products. The Debtor was authorized to use cash collateral for the sole purpose of paying the ordinary and necessary expenses relating to the operation of its restaurant business located at 1 Walker Avenue, Clarendon Hills, Illinois. The approved Budget provides for total expenditures in the amount of $17,147 for a one-week period, and $73,734 for a one-month period. Ridgestone Bank was granted replacement liens on all the Debtor's assets. The Debtor was directed to make monthly adequate payments to Ridgestone Bank in the amount of $1,388. A full-text copy of the Interim Order, dated Sept. 22, 2016, is available at https://is.gd/fZ9OCe About Creative Foods Creative Foods, LLC, filed a chapter 11 petition (Bankr. N.D. Ill. Case No. 16-19927) on June 17, 2016. The petition was signed by Anthony Swigon, general manager - member. The Debtor is represented by David P. Lloyd, Esq., at David P. Lloyd, Ltd. The case is assigned to Judge Jack B. Schmetterer. The Debtor estimated assets at $0 to $50,000 and liabilities of $1 million to $10 million at the time of the filing. D & C ENTERPRISES: Hires Alliance Financial as Tax Return Preparer ------------------------------------------------------------------ D & C Enterprises PC seeks authorization from the U.S. Bankruptcy Court for the Western District of Missouri to employ Alliance Financial and Income Tax as tax return preparer, nunc pro tunc to the September 9, 2016 petition date. The Debtor requires Alliance Financial to (a) handle the preparation and filing of the annual state and federal tax returns; and (b) review records related to the state and federal tax returns. Alliance Financial will be paid at a flat fee of $600 and will be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor owes Michael Mead, member of Alliance Financial, some compensation for previous accounting services. Mead agreed to waive those past due amount by the Debtor and will continue to do accounting work for the business of the Debtor. Michael Mead, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Alliance Financial can be reached at: Michael Mead ALLIANCE FINANCIAL AND INCOME TAX 807 Vesper St. Blue Springs, MO 64015 Phone: 816-220-2001 About D & C Enterprises D & C Enterprises, P.C., Runs a veterinary services business located at 1102 E 23rd St. in Independence, Mo. The company is also known as the Cedar Ridge Animal Hospital, and is located on the premises of the building in which it operates. Both businesses are owned by the veterinarian, Dr. Cassie Cure. On July 11, 2016, D & C Enterprises, P.C. sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 16-41803). George J. Thomas, Esq., at Phillips & Thomas LLC, serves as counsel to the Debtor. No trustee, examiner, or statutory committee has been appointed in the Chapter 11 case. At the time of the filing, the Debtor disclosed $35,100 in assets and $1.06 million in debts. DCP MIDSTREAM: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ --------------------------------------------------------- Egan-Jones Ratings Company raised on Aug. 29, 2016, the senior unsecured ratings on debt issued by DCP Midstream Partners LP to BB+ from BB. DEBORAH WHITE: Disclosure Statement Hearing on Nov. 16 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland is set to hold a hearing on November 16, at 10:30 a.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of Deborah White. The hearing will take place at the U.S. Courthouse, Courtroom 3C, 6500 Cherrywood Lane, Greenbelt, Maryland. Objections are due by October 19. About Deborah White Deborah A. White is a resident of Montgomery County, Maryland. The Debtor filed for bankruptcy under Chapter 13 of the Bankruptcy Code (Bankr. D. Md. Case 15-19909) on July 15, 2015. The case was filed to reorganize her debts and assets, and stop a tax sale and foreclosure of her properties. After determining that she would not be able to continue her Chapter 13 case, the Debtor filed a motion to convert the case to one under Chapter 11. The court ordered the conversion of the case on Nov. 25, 2015. DEVON HEALTH: Plan Carves Out $25,000 for $8MM Unsecured Claims --------------------------------------------------------------- Devon Health Services, Inc., asks the Hon. Stephen Raslavich to approve the disclosure statement explaining its Chapter 11 plan of liquidation. Under the Plan, the Debtor proposes to pay out to unsecured creditors (Class 2) a $25,000 carve-out, from a prior settlement with Wilmington Savings Fund Society, FSB, and Itochu International, as well as any proceeds from the successful prosecution of insider actions and any proceeds from the asset sales once WSFS is paid in full. The Debtor's schedule F lists $8,031,970 in unsecured debt, which includes a $7,451,645 judgment held by Itochu International that is collateralized by the property of other individuals and debtor affiliates as well as the Debtor. As of Aug. 29, 2016, WSFS holds a prepetition secured claim in the aggregate principal amount of $8,013,650 and interest in the amount of $2,777,005, for a total amount of $10,790,655. Its claim comprises Class 1. WSFS has already received $25,000 from the proceeds of the sale of the Debtor's assets that clsoed on May 1, 2016, and has received and continues to receive 100% of the collections from the Debtor's accounts as of May 1, 2016. It also has received proceeds from a MMO Termination Agreement and it is slated to receive a deferred pro-rata portion of the proceeds of the litigation against insiders, less a $45,000 carveout for administrative expenses and $25,000 carveout for unsecured claims. WSFS also has agreed to waive its right to receive any payment on account of its claims against the Debtor from the first $125,000 paid or to be paid to unsecured creditors of the Debtor on account of their unsecured claims from the proceeds of any action brought by or on behalf of the Debtor or its bankruptcy estate, including, without limitation, the insider actions. On May 1, 2016, the Debtor closed a private sale of its assets for $25,000. The sale proceeds less any closing costs have been turned over to WSFS. Itochu will manage the insider litigation together with a liquidation agent. According to the Disclosure Statement, the Debtor will continue to be managed by Dr. John A. Bennett with Michael Kaliner, Esq., as liquidation agent. The Disclosure Statement also relates that for nearly two years, the Debtor's broker attempted to market the business and in August 2014 struck a deal to sell all assets to Stratose, Inc. That buyer ultimately left the table, and the Debtor and its broker secured several other letters of intent or agreements of sale. However, each potential sales failed to close or obtain bankruptcy court approval. Therefore, Devon finds it in the best interest of the estate and its creditors to liquidate the assets and cease operations. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/paeb13-20219-0383.pdf Devon Health Services, Inc., was founded in 1991 as a radiology-specific Preferred Provider Organization. A PPO is a subscription-based medical care arrangement. Devon Health Services, Inc., based in King of Prussia, Pa., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 13-20219) on Nov. 22, 2013, listing under $10 million in assets and under $50 million in liabilities. The Hon. Bruce I. Fox presides over the case. The petition was signed by Dr. John A. Bennett, MD, CEO. The Debtor is represented in the case by: Albert A. Ciardi, III, Esq. Jennifer E. Cranston, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 1930 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: (215) 557-3551 E-mail: aciardi@ciardilaw.com jcranston@ciardilaw.com DIGITALGLOBE INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB ----------------------------------------------------------- Egan-Jones Ratings Company on Aug. 31, 2016, upgraded the senior unsecured ratings on debt issued by DigitalGlobe Inc. to BB from B+. DOMINICA LLC: Employs Van Dam Law as Bankruptcy Counsel ------------------------------------------------------- Dominica LLC seeks authorization from the U.S. Bankruptcy Court for the District of Massachusetts to employ Van Dam Law LLP as bankruptcy proceedings counsel. The Debtor requires Van Dam to: (1) render general representation of the Debtor in the bankruptcy proceedings; and, (2) perform all legal services which will be necessary in the bankruptcy proceedings for the Debtor. Van Dam will be paid for an hourly rate of $350, in which such compensation and expense reimbursement will nevertheless be subject to allowance by the Court upon filing of an Application of Compensation. Van Dam will also be reimbursed for reasonable out-of-pocket expenses incurred. Van Dam already received a retainer of $5,000 from the Debtor's Manager. Although Michael Van Dam, member of the law firm Van Dam Law LLP, represented the Creditor Endeavor Capital while employed in the law firm through 2011, he conveyed the matter verbally and in writing, through the application, to the Debtor, and assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Van Dam can be reached at: Michael Van Dam, Esq. VAN DAM LAW LLP 233 Needham Street Newton, MA. 02464 Tel: (617) 969-2900 Email: mvandam@vandamlaw.com About Dominica Dominica, LLC, filed a chapter 11 petition (Bankr. D. Mass. Case No. 16-13461-JNF) on Sept. 8, 2016. The Debtor is represented by Michael Van Dam, Esq., at Van Dam Law LLP. DOMINICA LLC: Has Until Oct. 13 to Use Cash Collateral ------------------------------------------------------ Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized Dominica LLC to use cash collateral on an interim basis, until Oct. 13, 2016 at 10:45 a.m. Judge Feeney held that all rents will be deposited in a DIP account and no expenditures will be made pending further order of the Court. A full-text copy of the Order, dated Sept. 23, 2016, is available at https://is.gd/dhJCVo About Dominica Dominica LLC filed a chapter 11 petition (Bankr. D. Mass. Case No. 16-13461) on September 8, 2016. The petition was signed by Evangeline Martin, manager. The Debtor is represented by Michael Van Dam, Esq., at Van Dam Law LLP. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. DRM SALES: Files Amended Chapter 11 Liquidating Plan ---------------------------------------------------- DRM Sales & Supply, LLC, and DRM Rental Properties, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas the companies' latest Chapter 11 plan of liquidation. The liquidating plan provides for the creation of a trust and the transfer of certain assets of the companies to the trust on the effective date of the plan. The trust will be created to liquidate the assets; make payments to creditors; close the companies' bankruptcy cases; and otherwise implement the plan and finally administer the estates. Under the plan, each holder of a general unsecured claim against DRM Sales will receive its pro rata share of interests in a liquidating trust on the effective date of the plan, and cash payment from the so-called distribution reserve. General unsecured creditors of DRM Sales assert a total of $7.6 million in claims. Meanwhile, general unsecured claims against DRM Rental will be cancelled and released without any distribution. These claims in the total amount of $1.935 million are impaired, according to the companies' disclosure statement explaining the plan. A copy of the disclosure statement is available for free at https://is.gd/LRjP0V About DRM Sales & Supply DRM Sales & Supply, LLC's business consists of buying and distributing steel casing pipe, tubing, and other such supplies used in the drilling operations of oil rigs engaged in the exploration for oil and gas throughout the United States. DRM Sales & Supply sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-70028) in Midland, Texas, on Feb. 26, 2016. David R. Langston, Esq., at Mullin Hoard & Brown, L.L.P., serves as counsel to the Debtor. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million. EDWIN GORDON BOND: Unsecureds To Be Paid $100 Per Month Under Plan ------------------------------------------------------------------ Edwin Gordon Bond, Jr., and Elizabeth Ann Bond filed with the U.S. Bankruptcy Court for the Eastern District of Tennesse a disclosure statement descrbing the Debtor's original Chapter 11 plan. Under the Plan, holders of Class 4-A General Unsecured Claims -- totaling $978,690.51 -- will be paid $100 per month starting on the 10th day of the month following the effective date and ending on the 60th month after the Effective Date. The creditors are expected to get a total payout of $6,000. The Plan will be funded income from the husband's employment with BAE Systems Technology Solutions & Services, Inc. The Disclosure Statement is available at: http://bankrupt.com/misc/tneb15-33362-47.pdf The Plan was filed by the Debtor's counsel: Steven L. Lefkovitz, Esq. STEVEN L. LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com Edwin Gordon Bond, Jr., and Elizabeth Ann Bond receive income from husband's employment as a manager with BAE Systems Technology Solutions & Services, Inc., located in Charleston, South Carolina. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 15-33362) on Nov. 10, 2015. ELK CREEK: Seeks to Hire Benson Blevins as Accountant ----------------------------------------------------- Elk Creek International, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire an accountant. The Debtor proposes to hire Benson, Blevins & Associates, PLLC to provide accounting services in connection with its Chapter 11 case. The firm's professionals and their hourly rates are: Partner $190 Manager $130 CPA Staff $95 Clerical Staff $50 James Sebastian, a certified public accountant and member of Benson, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: James A. Sebastian Benson, Blevins & Associates, PLLC 302 Ninth Street P.O. Box 1026 North Wilkesboro, N.C. 28659 Phone: (336) 838-3175 Fax: (336) 667-0989 About Elk Creek International Elk Creek International, Inc., fdba Elk Creek Lumber Inc., fdba Elk Creek Properties, LLC, sought protection under Chapter 11 (Bankr. W.D.N.C. Case No. 16-50423) on July 5, 2016. The petition was signed by David M. Blair, president. The Debtor is represented by James H. Henderson, Esq., at The Henderson Law Firm. The case is assigned to Judge Laura T. Beyer. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million at the time of the filing. EMES PROPERTIES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Emes Properties LLC 11000 Blackhawk Boulevard Davie, FL 33328 Case No.: 16-23124 Chapter 11 Petition Date: September 26, 2016 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. Raymond B Ray Debtor's Counsel: Linda M Leali, Esq. LINDA LEALI, P.A. 777 Brickell Avenue, Suite 500 Miami, FL 33131 Tel: (305) 341-0671 E-mail: lleali@lealilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gideon Gratsiani, member. The Debtor has no unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb16-23124.pdf ENERGY FUTURE: Paul Weiss, Young Conaway Represent Ad Hoc Committee ------------------------------------------------------------------- Certain unaffiliated holders of indebtedness issued pursuant to, inter alia, (i) that certain credit agreement, dated as of Oct. 10, 2007, by and among, inter alia, Texas Competitive Electric Holdings Company LLC, as borrower; Energy Future Competitive Holdings Company and certain of its subsidiaries, as guarantors; Wilmington Trust, N.A., as successor administrative agent and collateral agent; and the lenders from time to time party thereto and (ii) that certain indenture dated as of April 19, 2011, by and among, inter alia, TCEH and TCEH Finance, Inc., as issuers, EFCH and certain of its subsidiaries, as guarantors, and Delaware Trust Company fka CSC Trust Company of Delaware, as successor trustee, submitted with the Bankruptcy Court an eighth supplemental verified statement in the Chapter 11 cases of Energy Future Holdings, et al. In February 2013, certain members of the Ad Hoc Committee of TCEH First Lien Creditors retained Paul, Weiss, Rifkind, Wharton & Garrison LLP, to represent them in connection with potential restructuring discussions involving the Debtors. From time to time thereafter, certain additional holders of TCEH First Lien Claims have joined the Ad Hoc Committee of TCEH First Lien Creditors. In October 2013, the Ad Hoc Committee of TCEH First Lien Creditors retained Young Conaway Stargatt & Taylor, LLP, as its Delaware counsel. Since Paul Weiss and Young Conaway filed the Seventh Supplemental 2019 Statement on May 31, 2016, King Street Capital Management, L.P., has ceased to be a member of the Ad Hoc Committee of TCEH First Lien Creditors. Paul Weiss and Young Conaway then submitted the Eighth Supplemental 2019 Statement to update and supplement the Prior Rule 2019 Statements. As of Sept. 26, 2016, Paul Weiss and Young Conaway represents only the Ad Hoc Committee of TCEH First Lien Creditors and does not represent or purport to represent any other entities with respect to the Debtors' Chapter 11 cases. In addition, each member of the Ad Hoc Committee of TCEH First Lien Creditors does not purport to act, represent or speak on behalf of any other entities in connection with the Debtors' Chapter 11 cases. The members of the Ad Hoc Committee of TCEH First Lien Creditors hold disclosable economic interests, or act as investment advisors or managers to funds and accounts or their respective subsidiaries that hold disclosable economic interests in relation to the Debtors. The list of the names, addresses and nature and amount of each disclosable economic interest of each present member of the Ad Hoc Committee of TCEH First Lien Creditors as of Sept. 19, 2016, is available at https://is.gd/6S4Lll The Counsel of the Ad Hoc Committee of TCEH First Lien Creditors can be reached at: Pauline K. Morgan, Esq. Ryan M. Bartley, Esq. Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR LLP 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: pmorgan@ycst.com rbartley@ycst.com amagaziner@ycst.com -- and -- Alan W. Kornberg, Esq. Brian S. Hermann, Esq. Jacob A. Adlerstein, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 E-mail: akornberg@paulweiss.com bhermann@paulweiss.com jadlerstein@paulweiss.com About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. About Energy Future In December 2015, the Bankruptcy Court confirmed the Debtors' Sixth Amended Joint Plan of Reorganization. In May 2016, certain first lien creditors of TCEH delivered a Plan Support Termination Notice to the Debtors and the other parties to the Plan Support Agreement, notifying the parties of the occurrence of a Plan Support Termination Event. The delivery of the Plan Support Termination Notice caused the Confirmed Plan to become null and void. Following the occurrence of the Plan Support Termination Event as well as the termination of a roughly $20 billion deal to sell the Debtors' stake in Oncor Electric Delivery Co., the Debtors filed the Plan of Reorganization and the Disclosure Statement with the Bankruptcy Court on May 1, 2016. On May 11, they filed an amended joint plan of reorganization and a related disclosure statement. In June 2016, Judge Sontchi approved the disclosure statement explaining Energy Future Holdings Corp., et al.'s second amended joint plan of reorganization of the TCEH Debtors and the EFH Shared Services Debtors. On Aug. 27, 2016, Judge Sontchi confirmed the Chapter 11 exit plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. ESSER FAMILY: Disclosure Statement Hearing Set for Oct. 20 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania expressed doubt that Esser Family Dental, Inc.'s fourth amended plan dated Sept. 6, 2016, is confirmable. Nevertheless, the Court agreed to schedule a hearing on the approval of the Fourth Amended Disclosure Statement. Judge Thomas P. Agresti set Oct. 13, 2016 as the last day for filing and serving Objections to the Fourth Amended Disclosure Statement. The Court set Oct. 20 at 10:00 a.m. as the hearing to consider approval of the Disclosure Statement. Prior to the filing of the Fourth Amended Plan documents, the Court denied approval of the Third Amended Disclosure Statement because under that Plan the Debtor's Principal failed to provide his cash contribution of $5,000 upfront to overcome the requirements of the Absolute Priority Rule. The Court was not convinced this amount would have been paid had the plan been otherwise confirmed. According to Judge Agresti, under the Fourth Amended Plan, the Debtor's Principal proposes to contribute only $2,057 to retain his equity interest in the Debtor. Accordingly, the Court has concerns as to whether this plan is confirmable because the amount of the Principal's contribution may not constitute reasonably equivalent value for the interest being retained in order to overcome the requirements of the Absolute Priority Rule. The Court pointed to In re G-I Holdings Inc., 420 B.R. 216, 269 (D.N.J. 2009); In re Tallahassee Associates, LP, 132 BR. 712, 718 (Bankr. W.D. Pa. 1991). "Nevertheless, the Court will schedule a hearing on the approval of the Fourth Amended Disclosure Statement to allow the creditor body to file objections and for the Court to further address these issues," Judge Agresti said. As reported by the Troubled Company Reporter, Esser's Plan provides for these creditor recoveries: * Secured creditor PNC -- The secured claim of PNC will be paid with interest at 5% over 15 years for a monthly payment of $1,285.10. * Secured creditor Patterson Dental -- The secured claim of Patterson Dental will be paid with interest at 5% over 5 years for a monthly payment of $612. * Unsecured Creditors will be paid 2% on Effective Date. Counsel to the Debtor: John Kroto, Esq. Knox, McLaughlin, Gornall & Sennett, PC 120 West Tenth Street Erie, PA 16501 A full-text copy of Fourth Amended Disclosure Statement is available at: http://bankrupt.com/misc/14-11051-188.pdf Esser Family Dental, Inc., was one of only 2 dental practices in northwestern Pennsylvania that could provide treatment for children with Medicaid in an outpatient surgery center from 1997 through 2012. Esser Family Dental had two lines of business, a traditional family dental practice that was started from scratch in 1993, and a surgery center that treated children with a state funded dental plan via United Healthcare at an outpatient surgery center for extensive dental caries. The Chapter 11 case is in In re Esser Family Dental, Inc. (Bankr. W.D. Pa. Case No. 14-11051). The Debtor is represented by Guy C. Fustine, Esq., and John Kroto, Esq. at KNOX McLAUGHLIN GORNALL & SENNETT, P.C. FELIX VELAZQUEZ: Plan Outline Ok'd, Confirmation Hearing on Oct. 12 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico will consider approval of the Chapter 11 plan of reorganization of Felix Roque Velazquez at a hearing on October 12. The hearing will be held at 9:00 a.m., at the Jose V. Toledo Federal Building and U.S. Courthouse, Courtroom 3, Third Floor, 300 Recinto Sur Street, San Juan, Puerto Rico. The court had earlier approved the Debtor's disclosure statement, allowing it to start soliciting votes from creditors. Creditors are required to file their objections and cast their votes on the plan on or before 14 days prior to the hearing. Felix R. Roque Velazquez sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 15-04840) on June 26, 2015. FERDINAND RAMIREZ: Unsecureds To Recover 20% Under Plan ------------------------------------------------------- Ferdinand D. Ramirez and Geraldine Osorio Ramirez filed with the U.S. Bankruptcy Court for the Northern District of California a combined plan of reorganization and disclosure statement dated Sept. 6, 2016. Under the Plan, general unsecured creditors will be paid 20% of their allowed claims in monthly payments of $360 paid pro rata over 20 months. The unsecured creditor claims, including the general unsecured claims of the IRS($10,699.36)(per POC 1-10 filed June 14, 2016) and FTB ($1163.93), total $35,938.39. The Disclosure Statement is available at: http://bankrupt.com/misc/canb15-41043-92.pdf Ferdinand D. Ramirez and Geraldine Ramirez filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 15-41043) on April 1, 2015. FIRED UP: Proposes Online Auction of Assets by TAGeX ---------------------------------------------------- Fired Up, Inc., asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of furniture, fixtures and equipment ("FF&E") by online auction to be conducted by TAGeX. As part of its reorganization effort, the Debtor has identified locations which should be closed and their assets liquidated. The Debtor closed its San Antonio-Military and Pharr locations after the Petition Date ("Closed Locations"). The FF&E that was used and useable at the Closed Locations remains on these two sites, as the cost of moving and then trying to dispose of same could "eat up" a chunk of the ultimate sales proceeds. Conversely, however, the Debtor is arguably incurring administrative expense claims for each month the FF&E remain at the San Antonio and Pharr locations. The personal property at the Closed Locations is subject to a lien in favor of the Bexar and Hidalgo County taxing authorities. It is also subject to blanket liens in favor of Prosperity Bank and FRG Capital. The Debtor has investigated the ways in which to dispose of the personalty from Closed Locations that is no longer necessary to the operation of its business and how it can maximize the proceeds or "net effect" of a disposition. It has concluded that an auction conducted by TAGeX, a company with experience in the restaurant industry has the greatest chance for doing so with the exception of the point-of-sale equipment at these locations. The Debtor received the proposals for an online auction of the FF&E of each location from TAGeX. It is seeking approval from the Court to retain the company and compensate it. Briefly, TAGeX will conduct on-line auctions from both these locations and will receive $1,500 per location for support, a commission of 20% of the auction proceeds and a Buyer's Premium of 15%. A copy of TEGeX's credentials and proposed compensation structure attached to the Motion is available for free at: http://bankrupt.com/misc/Fired_Up_164_Sales.pdf The Debtor anticipates that FRG Capital and Prosperity Bank will consent to the sale. The Debtor anticipates that the net proceeds of the sale of the FF&E for each Closed Location will exceed the amount of the ad valorem tax liens. The Debtor proposes to sell such property free and clear of liens and encumbrances with all liens to attach to the proceeds in the same priority, validity and amount as existed prior to the sale. The Debtor requests that the Court waive 14-day stay of Rule 6004(h) to permit the sales to take place before the end of October to avoid the accrual of any additional administrative expense claims. About Fired Up, Inc. Fired Up, Inc., the Austin, Texas-based owner and operator of the Johnny Carino's Italian restaurant chain, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March 27, 2014, in Austin. It estimated assets and debt of $10 million to $50 million. As of the bankruptcy filing, Fired Up had 2,900 employees and owned and operated 46 company-owned stores known as Johnny Carino's Italian in seven states (Texas, Arkansas, Colorado, Louisiana, Idaho, Kansas and Missouri) and 61 franchised or licensed locations in 17 states and four other countries (Bahrain, Dubai, Egypt and Kuwait). The Debtor disclosed $10,360,877 in assets and $36,139,375 in liabilities. The Debtor is represented by Barbara M. Barron, Esq. and Lynn Saarinen, Esq. at Barron & Newburger, P.C., in Austin. The U.S. Trustee appointed a seven-member Official Committee of Unsecured Creditors. The Committee tapped Pachulski Stang Ziehl & Jones LLP as its counsel, and FTI Consulting, Inc., as its financial advisor. FPMC AUSTIN: Selling Personal Property to St. David's for $1.3M --------------------------------------------------------------- FPMC Austin Realty Partners, LP, asks the U.S. Bankruptcy Court to authorize FPMC Austin Realty Partners, LP, asks the U.S. Bankruptcy Court to authorize the sale of furniture, equipment and related personal property to St. David's Healthcare Partnership, L.P., for $1,125,000. The Debtor's primary asset was a medical campus property commonly known as the Forest Park Medical Center Hospital and Medical Office Building located on 8.5 acres on the south side of SH 45 North between MoPac and I-35 in Round Rock, Texas. Forest Park Medical Center consists of a short-term acute care hospital ("Hospital") and medical office building ("MOB") together with an adjacent parking garage ("Garage") (collectively, "Real Property"). On May 16, 2016, the Court entered its "Order (I) Approving the Purchase and Sale Agreement Between the Debtor and St. David's, (II) Authorizing the Sale of the Debtor's Assets Free and Clear of Liens, Claims, Interests and Encumbrances, and (III) Granting Related Relief". The Debtor sold the Real Property along with all fixtures and tangible personal property owned by the Debtor at the time of closing and located in or on the Real Property. The sale to St. David's closed on May 17, 2016. Since that date, the Debtor has acquired additional personal property which is the subject of the motion. On the Petition Date, the Hospital was leased to a single tenant, Forest Park Medical Center at Austin, LLC. Forrest Park had not commenced operations and Forest Park and another tenant had executed leases for space in the MOB, although neither tenant had taken possession of the leased space. Forest Park was in financial default under the terms of its Hospital Lease. During the pendency of the Case, the Debtor terminated Forest Park's Hospital and MOB leases. The Debtor held claims against Forest Park for unpaid rent totaling in excess of $5,000,000, not including claims for damages for future rent under the Hospital and MOB leases. The Debtor and Forest Park settled all claims arising out of the leases. The terms of their settlement provided that Forest Park would convey all interests in any personal property owned by Forest Park located on the Real Property. The Court entered an Order Approving Compromise and Settlement with Forest Park Medical Center at Austin, LLC ("Settlement") and the parties consummated the settlement. The Debtor has agreed to sell and St. David's has agreed to purchase all of the property acquired by the Debtor from Forest Park in the Settlement for a purchase price of $1,125,000. The terms of the proposed sale are reflected in the Bill of Sale. A copy of the Bill of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/FPMC_Austin_231_Sales.pdf The Bill of Sale was negotiated at arm's length and in good faith by the Debtor and St. David's. The Debtor exercising its business judgment believes the consideration being paid under the St. David's Bill of Sale represents the best value proposition for the estate. The executed Bill of Sale generally provides the following: a. Property: The Debtor will convey any and all interest in the Personal Property to St. David's. b. Purchase Price: Upon entry of the Sale Order which is no longer subject to a stay or appeal, St. David's will deposit to an account designated by the Debtor $1,125,000 in cash. c. Sale Free and Clear: The Personal Property is to be transferred free and clear of all liens, interests, claims, or encumbrances in the Personal Property pursuant to section 363(f) of the Bankruptcy Code. d. Conditions to Closing: The St. David's PSA does not contain any financing or due diligence conditions. The closing conditions in the St. David's PSA are limited and include, among other things the entry of the Sale Order which will become a final order. To preserve the value of the Personal Property and to limit the costs of preserving such Personal Property, it is critical that the Debtor close the sale to St. David's as soon as possible after all closing conditions have been met or waived. Accordingly, the Debtor requests that the Court waive the 14-day stay period under Bankruptcy Rule 6004(h) or in the alternative, if an objection to the proposed sale is filed, reduce the stay periods to the minimum time needed by the objecting party to file its appeal to allow the proposed sale to close as provided for under the PSA. About FPMC Austin FPMC Austin Realty Partners, LP's primary asset is a medical campus property commonly known as the Forrest Park Medical Center Hospital and Medical Office Building located 8.5 acres on the south side of SH 45 North between MoPac and I-35 in Round Rock, Texas ("Property"). FPMC Austin Realty Partners filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 16-10020) on Jan. 5, 2016. The petition was signed by Mary Hatcher as manager of NRG Austin Dev. LLC, its general partner. Judge Tony M. Davis has been assigned the case. The Debtor estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The Law Offices of Ray Battaglia, PLLC serves as the Debtor's counsel. FRANK CARL KLEIN: Disclosures Okayed, Plan Hearing on Nov. 1 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida will consider approval of the Chapter 11 plan of Frank Carl Klein at a hearing on November 1. The hearing will be held at 10:30 a.m., at Courtroom 301, 299 E. Broward Boulevard, Fort Lauderdale, Florida. The court had earlier approved the Debtor's disclosure statement after determining that it contains "adequate information." The September 15 order allowed the Debtor to start soliciting votes from creditors. The order set an October 18 deadline for voting creditors to file their ballots and their objections to the plan. The Debtor is represented by: Brian S. Behar, Esq. Behar, Gutt & Glazer, P.A. DCOTA, Suite A-350 1855 Griffin Road Fort Lauderdale, Florida 33004 Tel: (305) 931-3771 Fax: (305) 931-3774 Email: bsb@bgglaw.com About Frank Carl Klein Frank Carl Klein sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 15-31359) on Dec. 8, 2015. The case is assigned to Judge John K. Olson. GAM VENTURE: Hires Cohen & Krol as Legal Counsel ------------------------------------------------ GAM Venture, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Cohen & Krol. Cohen & Krol will serve as the Debtor's legal counsel in connection with its Chapter 11 case. The firm received a retainer in the amount of $12,000 from a third party in connection with its employment with the Debtor. Joseph Cohen, Esq. and Gina Krol, Esq., disclosed in a court filing that they do not represent any interest adverse to the Debtor. Cohen & Krol can be reached through: Joseph E. Cohen, Esq. Gina B. Krol, Esq. Cohen & Krol 105 West Madison Street, Suite 1100 Chicago, IL 60602 Phone: (312) 368-0300 About GAM Venture GAM Venture, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-27043) on August 23, 2016. The petition was signed by John D. Cargill, manager. The case is assigned to Judge Janet S. Baer. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. GEORGE MARTIN ANAST: Unsecured Creditors to Get 10% Under Plan -------------------------------------------------------------- General unsecured creditors will get 10% of their claims under the plan proposed by George and Cheryl Anast to exit Chapter 11 protection. Under the restructuring plan, Class 4 general unsecured creditors, which assert a total of $811,640, will receive payments of approximately 10% of their allowed claims in equal quarterly installments over the term of the plan. General unsecured creditors are entitled to vote on the plan. Payments to creditors will be made through the debtors-in-possession account. Under the supervision of the U.S. trustee, the Debtors will deposit all surplus rental income into their account for 60 months, and pay claims and operational expenses, according to the disclosure statement explaining the plan. A copy of the disclosure statement is available for free at https://is.gd/cH5Zmm The Debtors are represented by: Timothy P. Thomas Law Office of Timothy P. Thomas, LLC 1771 E. Flamingo Rd. Suite B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0334 About George and Cheryl Anast George Martin Anast and Cheryl Anast filed a Chapter 11 petition (Bankr. D. Nev. Case No. 15-16961) on Dec. 17, 2015. GLEN HAMMER: Disclosure Statement Hearing on Oct. 25 ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on October 25, at 9:30 a.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of Glen Hammer. The hearing will take place at Flagler Waterview Building, Room 801, Courtroom A, 1515 North Flagler Drive, West Palm Beach, Florida. Objections are due by October 18. The Debtor is represented by: Aaron A. Wernick, Esq. Furr Cohen, P.A. 2255 Glades Road, Suite 337W Boca Raton, Florida 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 Email: awernick@furrcohen.com About Glen H. Hammer Glen H. Hammer sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 15-24199) on August 6, 2015. The case is assigned to Judge Paul G. Hyman, Jr. GLM DFW: Plan Confirmation Hearing Set for Oct. 12 -------------------------------------------------- Chief Bankruptcy Judge Brenda T. Rhoades in Plano, Texas, granted conditional approval to the Disclosure Statement explaining GLM DFW, Inc.'s Chapter 11 Plan of Reorganization, and set: -- Oct. 11, 2016, as the last day for filing written acceptances or rejections of the Debtor's proposed Chapter 11 plan; -- Oct. 7 as the last day for filing and serving written objections to: (1) final approval of the Debtor's Disclosure Statement; or (2) confirmation of the Debtor's proposed Chapter 11 plan pursuant to Fed. R. Bankr. P. 3020(b)(1) and all comments or objections not timely filed and served by such deadline will be deemed waived; -- Oct. 12 as the hearing to consider final approval of the Debtor's Disclosure Statement (if a written objection has been timely filed) and to consider the confirmation of the Debtor's proposed Chapter 11 Plan. GLM DFW, Inc., is proposing a Chapter 11 plan that provides that holders of general unsecured claims totaling $1,750,000 will recover 10 cents on the dollar, or higher if the ownership interest in the Company is sold for more than $400,000. Under the Plan, the ownership interest in the Reorganized Debtor (i.e. GLM DFW, Inc. after the Effective Date of the Plan) is being sold to Mary Jane Galvan for $400,000, subject to an auction where any party, subject to the terms of the auction, may propose a higher bid for such ownership interest. If there is an auction, the ownership interest in the Reorganized Debtor may be sold for more than $400,000. The funds from the sale of the ownership interest -- Equity Funding -- will be used to pay creditors of the Debtor and administrative claims (such as the fees for the Debtor's bankruptcy attorneys and accountants), subject to a process by which claims may be objected to. For claims that are allowed, the Plan proposes the following treatment: * Administrative claims and priority claims (if any) would be paid in full from the Equity Funding. * Secured tax claims (such as property taxes) would be paid as provided for in Section 4.2 of the Plan (and not from the Equity Funding). * Marathon Equipment's reclamation claim, subject to allowance, would be paid through four quarterly payments from the Reorganized Debtor (and not from the Equity Funding). * Unsecured creditors will be paid pro-rata from the Equity Funding remaining. Unsecured creditors are unlikely to be paid in full unless the Equity Funding amount is substantially greater than $400,000. Sharing pro-rata with unsecured creditors are the Guaranteed Claims, which are claims where Mary Jane Galvan and Jose Galvan are allegedly guarantors of the amounts owed. The Plan does not affect the guarantees of Mary Jane and Jose Galvan. * If there are any subordinated claims, such as the claims of Mary Jane and Jose Galvan if they are subordinated, such claims would be paid from any remainder of the Equity Funding, but not before all allowed unsecured claims have been paid in full. Only in the event that the Plan is confirmed and that Mary Galvan purchases the ownership interest in the Reorganized Debtor, will Mary and Jose Galvan subordinate any and all claims they have against the Debtor. The bankruptcy case was precipitated by the entry of a large judgment against the Debtor in favor of Oncor. The Debtor filed an appeal of the Oncor judgment, which appeal is currently stayed pending the resolution of the bankruptcy case. The Plan proposes to deal with the Oncor Litigation as follows: if Oncor votes to accept the Plan and the Plan is confirmed, the Debtor will dismiss its appeal of Oncor's judgment against it with prejudice after the Effective Date, Oncor's claim will be deemed "allowed" in the amount of the proof of claim Oncor has filed, and the Plan would function as a release of all of the Debtor's claims against Oncor. Oncor's claim is an unsecured claim. The Plan also provides for the Reorganized Debtor's assumption of liabilities of the Debtor only to the extent provided in the Plan, and provides that the Reorganized Debtor will not assume any liabilities of the Debtor unless specifically stated in the Plan. The Plan proposes that the Debtor will assume liabilities associated with the Marathon Reclamation Claim and the Secured Tax Claims. Further, the Reorganized Debtor will assume the Debtor's liabilities in relation to the Debtor's customers. The Plan provides for the Reorganized Debtor's assumption of all executory contracts of the Debtor, including all contracts with the Debtor's customers. The Plan does not affect the assumption of the Debtor's lease of the Debtor's office-space lease. All rights related to the Debtor's lease of its office space are transferred to the Reorganized Debtor. The Plan preserves the Debtor's litigation claims, including as against Progressive, Oncor, avoidance actions, professional negligence claims, and with respect to accounts receivables. The Reorganized Debtor intends to fully prosecute the Progressive Litigation and the Oncor Litigation, and reserves the right to prosecute any and all other claims and causes of action, including professional negligence claims and avoidance actions. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txeb15-41480_88_DS_GLM_DFW.pdf About GLM DFW, Inc. For the last 25 years, GLM DFW, Inc., has operated a business specialized in facilitating trash and recycling services. GLM DFW, Inc., sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 15-41480) on Aug. 19, 2015. The case judge is the Hon. Brenda T. Rhoades. The Debtor estimated assets and debt of $1 million to $10 million. The Debtor tapped Munsch Hardt Kopf & Harr, P.C., in Dallas, as counsel; and Grissom & Company, PLLC, as accountants and Stephen Grissom as Chief Financial and Restructuring Officer. GOSPEL TABERNACLE: Can Use Multibank Cash Collateral Until Nov. 1 ----------------------------------------------------------------- Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Gospel Tabernacle Deliverance Center, Inc. to use Multibank 2009-1 CRE Venture, LLC' cash collateral on an interim basis until Nov. 1, 2016. The Debtor owns and operates churches and related religious activities located at 277 Clifton Street SE, Atlanta, Georgia and 5580 Rockbridge Road, Atlanta, Georgia. Multibank asserted that the Debtor was indebted to it in the principal amount of $6,706,007, accrued interest in the amount of $1,589,566, plus fees, charges and reimbursements in the amount of $42,008, plus interest accruing thereafter at the daily rate of $2,090 and actual attorneys' fees. The Debtor scheduled the amount of the Pre-Petition Debt due Multibank as $6,025,901. Multibank holds a first priority lien in the Debtor's Real Property as well as all improvements to the Real Property and personal property, which include all goods, fixtures, equipment, inventory, appliances, furniture and furnishings, accounts, cash, instruments, and deposit accounts, among others. The Debtor related that it generates its revenue from tithings, pledges, gifts, commitments and givings, as well as selling products. The Debtor further related that all income generated by the Multibank Pre-Petition Collateral constitutes cash collateral of Multibank. Multibank was granted a valid and perfected first priority lien on and security interest in, any and all of the Debtor's rights, title and interest in all property acquired by the Debtor after the Petition Date that is of the same nature, kind or character as Multibank's Pre-Petition Collateral, and all cash, rents and receivables generated by Multibank's Pre-Petition Collateral which are held by the Debtor. Multibank was also granted an administrative claim to the extent, if any, that the adequate protection for the Debtor's use of the Multibank Pre-Petition Collateral and cash collateral provided proves to be inadequate. A full-text copy of the Interim Order, dated Sept. 23, 2016, is available at http://tinyurl.com/jqn46ch Multibank 2009-1 CRE Venture, LLC, is represented by: David W. Cranshaw, Esq. MORRIS, MANNING & MARTIN, LLP 3343 Peachtree Road, NE 1600 Atlanta Financial Center Atlanta, GA 30326 Telephone: (404) 233-7000 E-mail: dwc@mmmlaw.com About Gospel Tabernacle Deliverance Center Gospel Tabernacle Deliverance Center, Inc., filed a chapter 11 petition (Bankr. N.D. Ga. Case No. 16-63384) on Aug. 1, 2016. The petition was signed by Wiley Jackson, Jr., CEO. The Debtor is represented by Will B. Geer, Esq., at the Law office of Will B. Geer, LLC. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. HEBREW HEALTH: Committee Hires EisnerAmper as Financial Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Hebrew Health Care, Inc., and its affiliated debtors seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to retain EisnerAmper LLP as financial advisor, nunc pro tunc to September 1, 2016. The Creditors' Committee requires EisnerAmper to: (a) analyze the status of current operations and historical financial information; (b) assist with an understanding of Debtors' organizational structure, including non-debtor related party entities; (c) assess the Debtors' proposed budget and any need for a DIP loan; (d) review the profitability of each facility and recommend any opportunities for revenue enhancement and expense reductions; (e) analyze the sale and restructure the strategies and proposed transactions; (f) analyze pre-Petition Date transactions with the third parties; (g) monitor the Debtors' operations; (h) assist with the identification of any recoverable assets which are not in the Debtors' estates; and, (i) rendering such other assistance as the Committee and its counsel may deem necessary. EisnerAmper will be paid at these rates: Partners/Directors $435 - $610/hr. Managers $270 - $435/hr. Seniors $225 - $255/hr. Staff $190 - $205/hr. EisnerAmper will also be reimbursed for reasonable out-of-pocket expenses incurred. As an accommodation to the Committee, EisnerAmper will provide a 10% discount to its normal billing. EisnerAmper estimates that the total cost of its services in the case shall not exceed $50,000 subject to an increase in the cap by Court Order. Anthony R. Calascibetta, a partner of EisnerAmper, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. EisnerAmper may be reached at: Anthony R. Calascibetta EisnerAmper LLP 111 Wood Avenue South Iselin, NJ 08830-2700 About Hebrew Health Care Inc. Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew Community Services, Inc., and Hebrew Home and Hospital, Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug. 15, 2016. The petitions were signed by Bonnie Gauthier, CEO. Their cases are assigned to Judge Ann M. Nevins. The Debtors are represented by Elizabeth J. Austin, Esq., at Pullman and Comley, LLC. At the time of the filing, Hebrew Health Care, Inc., estimated assets at $1 million to $10 million and liabilities at $100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million; Hebrew Community Services, Inc. estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000; and Hebrew Home and Hospital estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. The United States Trustee for Region 2 appointed The Connecticut Light and Power Company, McKesson Corporation, and Morrison Management Specialists, Inc. to serve on the Official Committee of Unsecured Creditors. HERC HOLDINGS: Egan-Jones Lowers FC Sr. Unsec. Rating to B ---------------------------------------------------------- Egan-Jones Ratings Company on Aug. 26, 2016, downgraded the foreign currency senior unsecured rating on debt issued by Herc Holdings Inc. to B from B+. HESTER CONSTRUCTION: Asks for Conditional OK of Disclosures ----------------------------------------------------------- Hester Construction, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Georgia an application for court order conditionally approving the disclosure statement explaining the Debtor's plan of reorganization. The Debtor assures the Court that the Disclosure Statement contains adequate information in light of the nature of the Debtor's small business case. The Debtor proposes that the deadline for all objections be fixed so that it be afforded an opportunity to consider and respond to any objection to the Disclosure Statement or confirmation of the Plan, in advance of the combined hearing. The Plan was filed by the Debtor's counsel: Kenneth W. Revell, Esq. KENNETH W. REVELL ZALKIN REVELL, PLLC 2410 Westgate Drive Suite 100 Albany, GA 31707 Tel: (229) 435-1611 Fax: (866) 560-7111 E-mail: krevell@zalkinrevell.com Hester Construction, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ga. Case No. 15-11512) on Nov. 12, 2015, estimating its assets at between $500,001 and $1 million and its liabilities at between $100,000 and $500,000. Kenneth W. Revell, Esq., at Zalkin Revell, PLLC, serves as the Debtor's bankruptcy counsel. HNC HOLDINGS: S&P Assigns 'B' CCR & Rates $360MM Facilities 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Henry. The outlook is stable. S&P also assigned a 'B' issue-level rating to Henry's proposed $360 million senior secured credit facilities, consisting of a $40 million revolving credit facility due 2021 and a $320 million term loan facility due 2023. S&P has assigned its '3' recovery rating to the facilities, indicating S&P's expectation of moderate (50% to 70%, lower end of the range) recovery in the event of default. The 'B' rating represents S&P's assessment of the company's business risk as weak and its financial risk as highly leveraged. Henry is privately owned and does not publicly disclose its financial statements. S&P has also incorporated a slow but choppy recovery in construction activity into S&P's forecast. Henry's weak business risk profile assessment reflects its exposure to cyclical residential and nonresidential construction end markets, its small scale of operations, and its significant customer concentration. HOLSTED MARKETING: Court OKs Rosenthal Financing on Final Basis --------------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York, authorized Holsted Marketing, Inc., doing business as Holsted Jewelers to incur postpetition secured indebtedness with Rosenthal & Rosenthal, Inc., and continue using cash collateral on a final basis, until Jan. 31, 2017. The Debtor previously entered into certain loan documents and security agreements with Rosenthal, which include a Financing Agreement, an Equipment Security Agreement, and an Inventory Security Agreement, prior to the Petition Date. The Debtor was indebted to Rosenthal in the amount of $1,238,108, plus accrued and compound interest, fees, costs and attorney's fees, as of June 3, 2016. After the Petition Date, the Debtor sought to enter into certain loan documents and security agreements with Rosenthal, known as the Rosenthal Documents, which include a Financing Agreement, an Equipment Security Agreement, and an Inventory Security Agreement. Pursuant to the Rosenthal Documents, Rosenthal will make loans, advances and other financial accommodations to and for the benefit of the Debtor secured by a first lien on and security interest in, substantially all of Debtor’s assets, including but not limited to, all of Debtor’s existing and after acquired accounts, merchandise, returns, inventory, machinery, equipment, and intangibles, together with the proceeds and products thereof, subject in part to the Versant Lien. The Versant Lien consists of a first priority lien on all of the Debtor's inventory in Versant Supply Chain, Inc.'s warehouse. The Versant Lien secures the Fulfillment Services Agreement between the Debtor and Versant Supply Chain, pursuant to which, Versant Supply Chain holds claims in the amount of $220,314 as of the Petition Date. Judge Garrity acknowledged that the Debtor would suffer irreparable harm absent obtaining the continued use of cash collateral as well as the post-petition financing. The Debtor was authorized to borrow money on a first priority secured basis from Rosenthal from time to time on a final basis under the Rosenthal Documents, in an amount no greater than $1.5 Million. The approved DIP Budget covers a 13-week period, which begins on the week beginning September 12, 2016 and ends on the week beginning December 5, 2016. The Budget provides for total disbursements in the amount of $192,000 for the week beginning Sept. 26, 2016; $182,000 for the week beginning Oct. 3, 2016; $138,000 for the week beginning Oct. 10, 2016; and $96,000 for the week beginning Oct. 17, 2016. Rosenthal was granted a replacement lien in all of the Debtor’s presently owned or after acquired property and assets, and the proceeds and products thereof. Rosenthal was also granted an allowed super priority administrative claim against the Debtor's estate, which will have priority in payment over any other indebtedness and/or obligations, and over all administrative expenses or charges against property arising in the Debtor's Chapter 11 case or any superseding Chapter 7 case. Versant Supply Chain was granted a first priority replacement lien in all of the Debtor's presently owned or after acquired inventory in Versant Supply Chain's possession. A full-text copy of the Final Order, dated Sept. 23, 2016, is available at http://tinyurl.com/jgbly6y A full-text copy of the approved Budget, dated Sept. 23, 2016, is available at http://tinyurl.com/zaqo7nv About Holsted Marketing Founded in 1971, Holsted Marketing is a New York-based multichannel direct-marketing company, and has supplied fashion jewelry and accessories to millions of customers in the United States, Canada and the United Kingdom. Holsted filed its second chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-11683) on June 8, 2016. The petition was signed by Roy Rathbun, senior vice president of finance and IT. The Debtor is represented by Gerard R. Luckman, Esq., atv SilvermanAcampora, LLP. The case is assigned to Judge James L. Garrity, Jr. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Office of the U.S. Trustee appointed three creditors of Holsted Marketing, Inc., to serve on the official committee of unsecured creditors. HUTCHESON MEDICAL: Court Allows Cash Collateral Use Until Oct. 28 ----------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized the Chapter 11 Trustee of Hutcheson Medical Center, Inc. and Hutcheson Medical Division, Inc. to continue using Regions Bank and U.S. Foods, Inc.'s cash collateral on an interim basis until Oct. 28, 2016. Hutcheson Medical Center is indebted to Regions Bank in the amount of $26,263,448, including principal, interest, attorneys' fees and other charges allowed under the Financing Documents. Regions Bank was granted properly perfected, first priority liens on and security interests in and to all of Hutcheson Medical Center's rights, title and interests in and to real property, improvements and fixtures comprising the Surgery Center, and all of Hutcheson Medical Center's respective personal property, both tangible and intangible. One or both Debtors are indebted to U.S. Foods in the amount of $265,000. U.S. Foods asserted a valid, properly perfected security interest in certain goods of the Debtors. Judge Bonapfel acknowledged that the Chapter 11 Trustee has an ongoing need for the use of cash collateral to wind up and administer the Debtors' estates and the Debtors' remaining assets. He further acknowledged that absent the continued interim use of the cash collateral, the Chapter 11 Trustee will not have sufficient resources to administer the Debtors' estates and serious and irreparable harm could result to the Debtors' estates. The approved Budget covers a seven-week period, beginning on September 16, 2016 and ending on October 28, 2016. The Budget provides for total operating cash disbursements in the amount of $198,200 and total professional fees in the amount of $360,771. The Chapter 11 Trustee was directed to use cash collateral solely for the actual and necessary expenses of winding up and administering the Debtors' remaining assets, preserving the Debtors' remaining assets and administering the bankruptcy estates during the usage period as set forth in the approved Budget. Each of the Secured Parties were granted replacement liens and security interests in and upon all of the assets of the Debtors' estates, of the same nature and type, and to the same extent and validity as the Prepetition Collateral securing the Regions Claim and the U.S. Foods Claim. The Secured Parties were also granted a supplemental lien in all of the assets of the Debtors' estates, to the extent that the replacement liens do not adequately protect the Secured Parties' respective interests in the cash collateral. A final hearing on the Debtors' use of cash collateral is scheduled on Oct. 13, 2016 at 1:30 p.m. A full-text copy of the Interim Order, dated Sept. 22, 2016, is available at https://is.gd/kG8OSK The Chapter 11 Trustee is represented by: J. Robert Williamson, Esq. ASHLEY REYNOLDS RAY One Riverside 4401 Northside Parkway, Suite 450 Atlanta, GA 30327 Telephone: (404) 893-3880 E-mail: rwilliamson@swlawfirm.com aray@swlawfirm.com Regions Bank is represented by: David E. Lemke, Esq. WALLER LANSDEN DORTCH & DAVIS, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 E-mail: david.lemke@wallerlaw.com - and - Erich N. Durlacher, Esq. BURR & FORMAN, LLP 171 17th Street NW Suite 1100 Atlanta, GA 30363 E-mail: edurlacher@burr.com U.S. Foods, Inc., is represented by: Leah Fiorenza McNeill, Esq. BRYAN CAVE LLP One Atlantic Center - 14th Floor 1201 W. Peachtree Street, NW Atlanta, GA 30309-3488 About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. HUTCHESON MEDICAL: Trustee Taps Ogier as Special Counsel -------------------------------------------------------- The Chapter 11 trustee of Hutcheson Medical Center, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire a special counsel. Ronald Glass, the bankruptcy trustee, proposes to hire Ogier, Rothschild & Rosenfeld, P.C. to prosecute preference actions. Ogier will receive 40% of gross preference recoveries, regardless of whether they are a result of settlement, litigation, or otherwise, and regardless of the expenses incurred by the firm. Tamara Miles Ogier, Esq., at Ogier, disclosed in a court filing that no employees of the firm have had business, professional or other connections with the Debtor and any of its creditors. The firm can be reached through: Tamara Miles Ogier, Esq. Ogier, Rothschild & Rosenfeld, P.C. 170 Mitchell Street, SW Atlanta, GA 30303 Phone: 404-525-4000 Fax: 404-526-8855 About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case Nos. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. ICRCO INC: Wants to Use City National Bank Cash Collateral ---------------------------------------------------------- icRco, Inc., asks the U.S. Bankruptcy Court for the Central District of California for authorization to use cash collateral. The Debtor is indebted to City National Bank, which was granted a broadform security interest in the Debtor's assets, in the amount of $820,000. The Debtor tells the Court that in order for it to continue in operation, it will beed to pay ongoing expenses, including wages, purchase of inventory and payment of utilities, among other things. The Debtor further tells the Court that the only realistic source of funds for the payment of the ordinary and necessary costs of operation of the Debtor's business is through the sale of the Debtor's inventory and collection of the Debtor's pre- and post-petition accounts receivable. The Debtor relates that the inventory and prepetition accounts receivable are the cash collateral of City National Bank. The Debtor further relates that it will seek City National Bank's consent to the use of cash collateral and that it is asking for the Court's authorization out of prudence. The Debtor contends that the value of its inventory plus receivables exceeds $4,000,000 at book value. The Debtor further contends that while the fair market value is certainly less, City National Bank probably remains adequately protected. The Debtor adds that City National Bank is protected by the equity cushion it already enjoys. The Debtor proposes to provide a replacement lien to City National Bank in the post-petition accounts receivable which will be created by the Debtor in post-petition operation of its business. A full-text copy of the Debtor's Motion, dated September 23, 2016, is available at https://is.gd/SrJDpD City National Bank can be reached at: CITY NATIONAL BANK 2100 Park Place, Suite 150 El Segundo, CA 90245 - and - CITY NATIONAL BANK 11 Golden Shore, Sixth Floor Long Beach, CA 90802 About icRco, Inc. icRco, Inc. filed a chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11742) on Sept. 21, 2016. The petition was signed by Stephen Neushul, chief executive officer. The Debtor is represented by William C. Beall, Esq., at Beall and Burkhardt, APC. The case is assigned to Judge Peter Carroll. The Debtor disclosed total assets at $4.54 million and total liabilities at $5.35 million. INMAN STREET PROPERTIES: UCB Wants to Prohibit Cash Collateral Use ------------------------------------------------------------------ United Community Bank gave notice to the U.S. Bankruptcy Court for the Eastern District of Tennessee of Inman Street Properties, LLC's failure to comply with the provisions of the Agreed Order for the limited use of cash collateral and for adequate protection, and asks the Court to prohibit the Debtor's use of cash collateral. United Community Bank relates that the Debtor was supposed to pay United Community Bank $2,750 per month, commencing July 30, 2016, pursuant to the Agreed Order. United Community Bank further relates that the Debtor has not paid the Aug. 30, 2016 payment. United Community Bank notes that the tenant of the Debtor is All Metals Salvage of TN, LLC, and is controlled by the principals of the Debtor. It says that it is not known whether All Metals Salvage of TN has been paying rent to the Debtor. United Community Bank further says that if All Metals Salvage of TN has not paid rent to the Debtor, then the Debtor should be compelled to commence proceedings against All Metals Salvage of TN, or alternatively, United Community Bank should be granted relief from the automatic stay to pursue the rents fro All Metals Salvage of TN, and to pursue eviction proceedings against All Metals Salvage of TN. United Community Bank tells the Court that the Debtor has failed to provide it with monthly operating reports and has failed to timely file its monthly operating reports for July and August of 2016, as mandated by the Agreed Order. United Community Bank also tells the Court that the Debtor has failed to provide evidence of insurance on the Inman Street Real Property. The Debtor is indebted to United Community Bank in the original principal amount of $486,544, pursuant to a Promissory Note. The Note is secured by a security interest in the Debtor's real properties located at 1024, 1040 and 1050 Inman Street, Cleveland, Bradley County, Tennessee, and the real properties owned by Roger M. Hodnett and Rhonda Hodnett located at 315 Northcrest Circle Northeast, Cleveland, Bradley County, Tennessee; 1730 Clemmer Street, Cleveland, Bradley County, Tennessee; and 1295 King Edward Avenue, Cleveland, Bradley County, Tennessee. The Debtor, Roger M. Hodnett and Rhonda Hodnett also granted and conveyed to United Community Bank an Assignment of Rents of the rents arising from the Real Properties. The Bank contends that such assignment is an absolute assignment and as a result, the rents are not property of the Debtor's Bankruptcy Estate. United Community Bank tells the Court that the outstanding principal balance of the Note as of June 1, 2016 was $271,304. It further tells the Court that interest continues to accrue at a rate of $43.71 per day, and that late fees in the amount of $3,638.62 have accrued and a prepayment premium of $500 is due and owing. United Community Bank relates that it incurred $3,829.75 in prepetition fees and expenses and has incurred $10,481 in fees and expenses post-petition through Sept. 1, 2016, and that those fees and expenses continue to accrue. United Community Bank further relates that it paid $19,656 in real property taxes prepetition. United Community Bank alleges that there is no equity in or benefit from the Inman Street Property for the estate and the Inman Street Property should be abandoned. It further alleges that the Inman Street Property is rented and generates rents and leases. United Community Bank asserts that it holds an absolute assignment of the rents arising from all of the Real Properties, including the Inman Street Real Property. United Community Bank further asserts that the Inman Street Real Property is not necessary for an effective reorganization because Inman Street rentals generated from the property are not property of the bankruptcy estate. United Community Bank tells the Court that the Debtor cannot successfully reorganize and that there is no reorganization prospect. It further tells the Court that the Debtor's failure to comply with the Cash Collateral Order and the lack of sufficient equity cushion in the Inman Street Real Property show that the Debtor cannot provide the Bank adequate protection of its interest in the rents and leases generated from the Inman Street Real Property. United Community Bank adds that it will suffer irreparable harm if the Debtor is allowed to use the rents and leases. A full-text copy of United Community Bank's Notice, dated Sept. 22, 2016, is available at https://is.gd/W2lLAe United Community Bank is represented by: Mary D. Miller, Esq. MILLER ANDERSON LAW GROUP, PLLC 6223 Highland Place Way, Suite 101 Knoxville, Tennessee 37919 Telephone: (865) 934-4000 E-mail: mmiller@millerandersonlaw.com About Inman Street Properties Inman Street Properties, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-12254) on June 1, 2016. The petition was signed by Mike Hodnett, operations manager. The Debtor is represented by Richard L. Banks, Esq., at Richard Banks & Associates, P.C. The Debtor estimated assets and liabilities at $100,001 to $500,000 at the time of the filing. INTEGRO PARENT: S&P Affirms 'B' CCR, Outlook Revised to Negative ---------------------------------------------------------------- S&P Global Ratings said that it revised its outlook on Integro Parent Inc. to negative from stable and affirmed S&P's 'B' long-term counterparty credit rating. Concurrently, S&P affirmed all issue ratings, including its 'B' rating and '3' recovery rating (indicating expectation of meaningful [50%-70%] recovery in the event of default) on the company's first-lien credit facility, and S&P's 'CCC+' rating and '6' recovery rating (indicating expectation of negligible [0%-10%] recovery in the event of default) on the company's second-lien facility. In addition, S&P assigned its 'B' long-term counterparty credit rating to Integro, the parent company where the audited financial statements reside. Integro Parent Inc. is an operating subsidiary that S&P views as core to the parent Integro; hence, the ratings are linked. "The negative outlook reflects the decline in Integro's operating performance relative to our expectations, resulting in weakened credit-protection measures," said S&P Global Ratings credit analyst Stephen Guijarro. Specifically leverage deteriorated to 8.6x for the 12 months ended June 30, 2016, from 7.9x as of year-end 2015 based on S&P's view of credit metrics. The increase in leverage is driven by less-than-expected margin expansion that has led to lower earnings to support the additional debt being taken given the company's growth strategy. In addition, the company has faced headwinds from unfavorable foreign-exchange translation as approximately 45% of its business is derived from London markets. "Under our base-case scenario, we expect expense-management initiatives in the first half of 2016 to lead to improved margins in the back half of 2016 and into 2017, resulting in leverage of less than 8x, a funds from operations-to-debt ratio of around 5%-10%, and EBITDA coverage of more than 2x by year end. We expect growth to come from various initiatives that have been underway by management including new recruitment and expanding cross-selling programs, as well as an active merger-and-acquisition pipeline. However, there is uncertainty involved, particularly given the company's small scale, sluggish organic growth, and continued tough market conditions," S&P noted. S&P would consider lowering the ratings in the next 12 months if Integro's organic growth, cash-flow generation, or margins were to deteriorate meaningfully, putting pressure on its execution of strategy, increasing the risk of higher-than-expected financial leverage and/or weaker-than-expected EBITDA coverage. The specific trigger points that could lead to a downgrade include S&P's forecasts that financial leverage would be above 7.5x and EBITDA coverage would be below 2.0x on a sustained basis. During the next 12 months S&P do not expect to raise the rating. However, S&P could affirm the current ratings if the company can successfully execute on strategic business initiatives and demonstrate consistent earnings growth. S&P expects these facts to enable the company to reduce leverage to below 7.5x on a sustainable basis. INTERNATIONAL SHIPHOLDING: US Trustee Adds 2 Members to Committee ----------------------------------------------------------------- William K. Harrington, the U.S. Trustee for the Southern District of New York, on Sept. 22 added Willard E. Bartel and David C. Peebles, and Marine Engineers Beneficial Association to the official committee of unsecured creditors of International Shipholding Corporation. As reported by the Troubled Company Reporter on Sept. 7, 2016, the U.S. Trustee appointed three creditors to serve on the Committee. The committee members now include: (1) Administrators for the Estate of Robert N. Cain 1422 Euclid Avenue, Suite 800 Cleveland, OH 44115 Tel: (216) 861-6000 Fax: (216) 861-6014 E-mail: akellman@jaquesadmiralty.com (2) Marine Engineers Beneficial Association 444 N. Capitol Street, NW #800 Washington, D.C. 20001 Tel: (202) 638-5355 Fax: (202) 638-5369 E-mail: rseltzer@cwsny.com (3) Masters, Mates, and Pilots Benefit Plans 700 Maritime Boulevard, Suite A Linthicum Heights, MD 21090-1996 Att: Patrick McCullough, Administrator Tel: (410) 850-8500 Fax: (410) 850-8655 E-mail: pmccullough@mmpplans.com (4) Seafarers Benefits Plan 5201 Auth Way Camp Springs, MD 20746 Att: Ellen Silver Tel: (301) 702-4408 Fax: (301) 702-4411 E-mail: esilver@seafarers.org (5) U.S. Ocean LLC 55 Waugh Drive, Suite 300 Houston, TX 77007 Att: Will Terrill Tel: (281) 885-3578 Fax: (281) 872-4444 E-mail: will.terrill@intermarine.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About International Shipholding Corporation International Shipholding Corporation filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated Debtors also filed separate Chapter 11 petitions. The petitions were signed by Manuel G. Estrada, vice president and chief financial officer. The Debtors are represented by David H. Botter, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime Clerk LLC. The Debtors disclosed total assets at $305.08 million and total debts at $226.83 million as of March 31, 2016. IONIS PHARMACEUTICALS: Egan-Jones Cuts Sr. Unsec. Ratings to B- --------------------------------------------------------------- Egan-Jones Ratings Company downgraded on Aug. 30, 2016, the senior unsecured ratings on debt issued by Ionis Pharmaceuticals Inc. to B- from B+. EJR also lowered the commercial paper rating on the Company to B from A3. JAC HOLDING: S&P Affirms 'B' CCR & Revises Outlook to Stable ------------------------------------------------------------ S&P Global Ratings said that it has revised its outlook on Michigan-based auto supplier JAC Holding Corp. to stable from negative and affirmed its 'B' corporate credit rating on the company. At the same time, S&P raised its issue-level rating on the company's $150 million ($133.6 million outstanding) senior secured notes to 'B+' from 'B' and revised our recovery rating on the notes to '2' from '3'. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; lower half of the range) for the noteholders in the event of a payment default. JAC supplies roof-rack systems to the highly competitive and cyclical U.S. and European auto industries. S&P's assessment of the company's business position reflects the narrow scope of its product portfolio, as sales of the company's roof-rack products made up about 82% of its revenue in 2015. Although the company's market share in this niche North American market is strong at 65%, it competes against some larger companies such as Magna and Aisin Seiki that have significantly more resources available to invest in product design. Although JAC has developed related product categories that include cargo management, step rails, and aluminum door extrusions, roof racks are still expected to account for 80% or more of the company's revenue over the near term. S&P expects JAC's geographic concentration to remain high, with 90% of its sales coming from North America and only 10% coming from Europe. Nonetheless, the company has some slight end-market diversity because its sales are split between the automakers (85%) and the aftermarket (15%). JAC's customer diversity is moderate, as Toyota and Ford together represent its largest customer concentration at about 42% of total sales. In recent years, the company sales have benefited from strong consumer demand for sport utility vehicles (SUVs) and crossover utility vehicles (CUVs), which either include a roof rack by default or as an option. Though these particular vehicle categories are more prone to industry cyclicality, JAC has benefited from the increasing consumer demand for these vehicles during this period of low global oil prices," S&P noted. The company has also been able to get the automakers to include its offerings on some large product launches, which has helped it increase the amount of content it sells per vehicle. While S&P expects that the company will increase its sales by gradually diversifying into new adjacent categories such as cargo management, S&P believes that these new revenue streams will not likely be material enough to alter our view of its business risk profile, at least over the next two years. JAC is also constructing a new facility in China to expand its presence in the region, though it will be a few years before its operations there add to its profitability. S&P's assessment of the company's financial risk profile incorporates S&P's expectation that JAC's financial policies will remain aggressive, given its majority ownership by a financial sponsor (which will likely preclude any significant debt reduction). The company's credit metrics have improved over the last year, as its debt-to-EBITDA metric has declined and its free operating cash flow (FOCF)-to-debt ratio has risen, though S&P continues to believe that its cash flow/leverage ratios are close to their peak levels and will likely worsen during periods of stress due to the company's exposure to highly cyclical truck volumes. S&P's base-case scenario assumes these: -- U.S. real GDP growth of 2.0% in 2016 and 2.4% in 2017; -- Based on LMC Automotive's forecasts, North American light vehicle production (which accounts for over 90% of JAC's sales) will increase by 1.2% in 2017 after growing by 2.9% in 2016. Western European light-vehicle production will increase by about 3.5% in 2016 and by about 0.6% in 2017, year-over-year; -- Going forward, JAC's revenue will likely increase at a slow pace that is directionally consistent with S&P' production forecasts; -- S&P believes that the company could maintain EBITDA margins in the 14%-16% range over the next two years if it can continue to counter the ongoing customer price-downs with cost-efficiency improvements and new value-added content; -- Expected capital expenditures (capex) of $10 million- $11 million, on average, annually; -- No material acquisitions in 2016-2018; and -- No dividend payments to the financial sponsor through 2018. Based on these assumptions, S&P arrives at these credit measures: -- Debt-to-EBITDA of around 2.5x-3.0x in 2016 and 2017; and -- FOCF-to-debt of around 9%-12% in 2016 and 2017. S&P assesses JAC's liquidity as adequate. This is a key supportive factor for S&P's rating on the company. S&P's assessment also incorporates these expectations and assumptions: -- The company's sources of liquidity, including cash and credit facility availability, will be 1.2x its uses or more over the next 12-18 months; -- The company's net liquidity sources will remain positive even if its EBITDA declines by more than 15%; -- S&P assumes no material acquisitions in 2016 or 2017; and -- S&P believes that the company has generally sound relationships with its bank partners. Principal liquidity sources: -- Cash, cash equivalents, and short-term marketable securities of about $19.8 million as of July 4, 2016; and -- Availability of about $40 million under its asset-based lending (ABL) revolver. Principal liquidity uses: -- Capex of around $10 million annually; and -- S&P's assumption of no dividend payments to the financial sponsor in 2016 or 2017. The $40 million senior secured revolving facility contains a springing fixed charge coverage ratio of 1.1x, which is tested if excess availability falls below 12.5%. Per S&P's base-case forecast, it do not expect this covenant to be triggered over the next 12 months. The senior secured notes have no financial maintenance covenants. The stable outlook reflects S&P's belief that JAC will sustain the recent improvement in its credit metrics over the next year despite the modest expected slowdown in light vehicle sales growth over the next 12 months. S&P could downgrade JAC if its EBITDA margins decline and its FOCF-to-debt ratio falls below 5%, or if its debt-to-EBITDA metric rises significantly above 5x on a sustained basis. This could be caused by an inability to effectively manage its new business launches or an inability to counter ongoing customer price downs with improved cost efficiencies. Alternatively, this could also be caused by a decline in SUV sales due to a spike in gasoline prices. While unlikely, S&P would consider upgrading JAC if it come to believe that it can sustain a FOCF-to-debt ratio of at least 10% on a normalized basis while maintaining a debt-to-EBITDA metric of less than 4x. Moreover, the company's private-equity sponsor would also have to reduce its stake in the company to less than 80%. Alternatively, S&P could upgrade the company if it significantly strengthened its business risk profile by improving its product and geographic diversity. JAMES SCOTT SMITH: Unsecured Creditors to Recoup 3% in 5 Yrs ------------------------------------------------------------ James Scott Smith and Vicky Diane Smith filed with the U.S. Bankruptcy Court for the Western District of Tennessee a Small Business Chapter 11 Plan and Disclosure Statement, which provides that unsecured creditors in Class 2 will receive a distribution of 3% of their allowed claims. The Plan provides for a total payout to unsecured creditors of $14,848 -- on annual payments of $2,969.68 -- for five years. James Scott Smith and Vicky Diane Smith filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 16-10945) on May 11, 2016, and is represented by: Thomas Harold Strawn, Jr., Esq. STRAWN & EDWARDS, PLLC 314 NORTH CHURCH AVE DYERSBURG, TN 38024 E-mail: tstrawn42@bellsouth.net The Debtor operated a family farming operation until his father died in 2005. The Debtor and his wife took over the debtor's deceased father's farm land. All of the land farmed by the Debtor was rented. In 2012 crop insurance overpaid the Debtor by $50,000, at no fault of the Debtor. The debtor was also affected by the drought of 2012. With the overpayment of the crop insurance causing the debtor to be ineligible for a crop loan, and the damage from the drought, a snowball effect quickly escalated causing the debtor to stop farming and focus on his small trucking operation and reorganization of his farming and personal debt. JEFF BENFIELD: Court OKs Cash Collateral Use Until Oct. 26 ---------------------------------------------------------- Judge Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina authorized Jeff Benfield Nursery, Inc., to use cash collateral on an interim basis, from Sept. 22, 2016 through Oct. 26, 2016. The approved monthly Cash Budget provides for total operating expenses in the amount of $270,114 for September 2016, and $372,730 for October 2016. The Debtor's Lenders were granted perfected and continuing security interests in and liens upon all postpetition assets of the Debtor of the same character and type, to the same extent and validity as the liens and encumbrances of the Lenders attached to the Debtor's assets prepetition. The Debtor was directed to provide a budget-to-actual cash usage comparison report to the Lenders and the Bankruptcy Administrator. A final hearing on the use of cash collateral is scheduled on Oct. 26, 2016 at 1:30 p.m. The deadline for the filing of objections to the Debtor's Motion is set on Oct. 19, 2016. A full-text copy of the Interim Order, dated Sept. 23, 2016, is available at https://is.gd/4th95h About Jeff Benfield Nursery Jeff Benfield Nursery, Inc., filed a chapter 11 petition (Bankr. W.D.N.C. Case No. 09-40311) on April 17, 2009. The petition was signed by Jeffrey L. Benfield, president. The Debtor is represented by David G. Gray, Esq., at Westall, Gray, Connolly & Davis, P.A. The case is assigned to Judge George R. Hodges. The Debtor disclosed total assets at $9,428,325 and total liabilities at $9,370,095. JPS COMPLETION: Court Allows Cash Collateral Use on Interim Basis ----------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized JPS Completion Fluids, Inc., to use cash collateral on an interim basis. The Debtor was authorized to use cash collateral for the following ongoing monthly charges: * $150 for Internet and JPS office in Mathis * $480 for electric at the Office and Fab Shop in Mathis * $40 for water at Louisiana house * $300 for electric at Louisiana house * All US Trustee fees as and when they become due * $2,195 payments for November 2016 to April 2017 for insurance premium financing All parties with a prepetition security interest in the Debtor's cash collateral were granted a post-petition security interest in the Debtor's presently unencumbered postpetition assets, but only to the extent of the Debtor's actual use of such entities' cash collateral. A final hearing on the Debtor's Motion is scheduled on Oct. 17, 2016 at 10:00 a.m. A full-text copy of the Order, dated Sept. 22, 2016, is available at https://is.gd/nLTZZE About JPS Completion Fluids JPS Completion Fluids, Inc., a domestic corporation with principal place of business in Mathis, San Patricio County, Texas, provided chemicals and other completion fluids for the oil and gas industry. JPS sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-51110) on May 11, 2016. The petition was signed by Sergio Garza, vice president. Judge Craig A. Gargotta is assigned to the case. Nathaniel Peter Holzer, Esq., at the Jordan Hyden Womble Culbreth & Holzer PC, serves as the Debtor's counsel. The Debtor estimated assets and liabilities of $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. KATHY DRIVE REALTY: Taps Notinger Law as Legal Counsel ------------------------------------------------------ Kathy Drive Realty Trust seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire Notinger Law, PLLC as its legal counsel. The Debtor said it requires the assistance of a legal counsel to carry out its obligations, negotiate with creditors, represent the Debtor in its reorganization efforts, and provide other services related to the administration of its estate. The firm's attorneys and paralegals have an hourly rate between $125 and $310. Steven Notinger, Esq., at Notinger Law, disclosed in a court filing that his firm has no connection to the Debtor or any of its creditors. The firm can be reached through: Steven M. Notinger, Esq. Notinger Law, PLLC 7A Taggart Drive Nashua, NH 03060 Phone: (603) 417-2158 Email: steve@notingerlaw.com About Kathy Drive Realty Trust Kathy Drive Realty Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 16-11223) on August 29, 2016. KEVIN CHRISTOPHER GLEASON: Unsecureds to Get 39.5% or 46.6% in Plan ------------------------------------------------------------------- Kevin Christopher Gleason filed with the U.S. Bankruptcy Court for the Southern District of Florida a second amended disclosure statement related to his second amended plan. Under the amended Plan, general unsecured creditors are in Class 12, and will receive a pro rata distribution from a fund of $25,000 from the sale of the Debtor's homestead property. The projected distribution is either 39.49% or 46.64% if Claimant Discover Bank elects treatment in Class 11. Distributions may be lower than projected if Discover Bank does not elect treatment in Class 11. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-10001-126.pdf Kevin Christopher Gleason filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-10001) on Jan. 1, 2016. The Debtor is an attorney who was admitted to practice in 1982 in the Commonwealth of Pennsylvania, and in 1983 in Florida and New Jersey. The Debtor is no longer an active member of the bars in Pennsylvania and New Jersey. KEY ENERGY: Egan-Jones Cuts Sr. Unsec. Debt Ratings to D -------------------------------------------------------- Egan-Jones Ratings Company downgraded on Aug. 29, 2016, the senior unsecured ratings on debt issued by Key Energy Services Inc. to D from C. As reported by the Troubled Company Reporter, Key Energy Services said on Aug. 24, 2016, that the Company and certain of its subsidiaries have entered into a plan support agreement with Platinum Equity and certain other holders of its 6.75% Senior Notes due 2021, collectively holding more than 89% of its outstanding Senior Notes, and with certain lenders holding more than 87% of the principal amount of loans outstanding under Key's Term Loan Credit Agreement dated June 1, 2015 ("Term Loan"). Platinum Equity, a Los Angeles-based global investment firm with a unique focus on operations and extensive experience helping businesses in transition, as holder of a majority of the Company's Senior Notes, will become Key's largest shareholder upon completion of the anticipated restructuring. The PSA contemplates a comprehensive recapitalization of the Company, and will be implemented pursuant to a prepackaged chapter 11 plan of reorganization (the "Plan"). It is expected that the Company will commence the prepackaged proceeding in Delaware by November 8, 2016, following the official solicitation of votes on the Plan and the expiration of a rights offering. Under the contemplated Plan, the Company's employees, vendors and trade creditors will be paid in full in the ordinary course of business. Upon completion of the restructuring, reorganized Key will remain a publicly traded company. About Key Energy Key Energy Services, Inc. (OTC: KEGX), a Maryland corporation, claims to be the largest onshore, rig-based well servicing contractor based on the number of rigs owned. The Company was organized in April 1977 and commenced operations in July 1978 under the name National Environmental Group, Inc. In December 1992, the Company became Key Energy Group, Inc. and it changed its name to Key Energy Services, Inc. in December 1998. KING REHAB: Taps Broege Neumann as Bankruptcy Counsel ----------------------------------------------------- King Rehab Services Company seeks authorization from the United States Bankruptcy Court for the District of New Jersey to employ Broege, Neumann, Fischer & Shaver, LLC, as bankruptcy counsel. The Debtor requires Broege Neumann to: (a) advise applicant whether and to what extent any of its assets constitute cash collateral under the Bankruptcy Code; (b) prosecute applications to use any assets of applicant which may constitute cash collateral under the Bankruptcy Code; (c) advise applicant as to its duties as a debtor-in-possession under the Bankruptcy Code, including, without limitation, the obligation to open debtor-in-possession bank accounts, file monthly operating reports with the Bankruptcy Court and the office of the United States Trustee, pay quarterly fees to the United States Trustee, maintain adequate insurance on all assets of the bankruptcy estate, pay all post-petition taxes when due and file timely returns therefor, neither hire nor pay any professional without prior authorization of the Bankruptcy Court, neither sell nor dispose of any assets outside the ordinary course of business without prior authorization of the Bankruptcy Court; (d) represent applicant at the Sec. 341(a) hearing and at any meetings between applicant and creditors or creditors committees; (e) assist applicant in obtaining the authorization of the Bankruptcy Court to retain such accountants, appraisers or other professionals whose services applicant may require in connection with the operation of its business or the administration of the Chapter 11 proceedings; (f) defend any motions made by secured creditors to enable applicant to retain the use of assets needed for an effective reorganization; (g) negotiate with priority, secured and unsecured creditors to achieve a consensual resolution of their respective claims and the incorporation of such resolution into a plan of reorganization; (h) file and prosecute motions to expunge or reduce claims which applicant disputes; (i) represent the applicant in the Bankruptcy Court at such hearings as may require applicant's presence or participation to protect the interest of applicant and the bankruptcy estate; (j) formulate, negotiate, prepare and file a disclosure statement and plan of reorganization which conforms to the requirements of the Bankruptcy Code and applicable rules of procedure; (k) represent applicant at hearings on the approval of the disclosure statement and confirmation of a plan of reorganization and responding to any objections to same filed by creditors or other parties in interest; (l) assist applicant in discharging its obligations in consummating any plan of reorganization which is confirmed; (m) provide such other varied legal advice and services as may be needed by applicant in the operation of its business or in connection with the Chapter 11 proceedings. Broege Neumann will be paid at these hourly rates: Timothy P. Neumann $535 Peter J. Broege $450 Frank Fischer $375 David E. Shaver $375 Paralegals $100 Broege Neumann will also be reimbursed for reasonable out-of-pocket expenses incurred. Christina King, President of King Rehab, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Broege Neumann can be reached at: Timothy P. Neumann, Esq. Peter J. Broege, Esq. Frank Fischer, Esq. David E. Shaver, Esq. BROEGE, NEUMANN, FISCHER & SHAVER, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 Email: tneumann@bnfsbankruptcy.com King Rehab Services Company filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-27393) on September 11, 2016, and is represented by: Timothy P. Neumann, Esq., at Broege, Neuman, Fischer & Shaver, in Manasquan, New Jersey. KIRK'S FRAMING: Employs Adam Law Group as General Counsel --------------------------------------------------------- Kirk's Framing Inc. seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Adam Law Group, P.A., as its general counsel, nunc pro tunc to the September 9, 2016 petition date. The Debtor requires the firm to: (a) give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the Local Rules of the Court; (c) prepare motions, pleadings, orders, applications, disclosure statements, plans of reorganization, commence adversary proceedings, and prepare other such legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the Court; and, (e) represent the Debtor in negotiations with its creditors and in preparation of the disclosure statement and plan of reorganization. The firm will be paid at these hourly rates: Thomas C. Adam $300 Paralegal $150 Adam will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, the Debtor and Adam agreed to a minimum fee for representation, subject to approval, in the Chapter 11 bankruptcy case. The retainer is $13,286. The amount of $15,000.00 has been paid, and Adam acknowledges receipt of the Retainer, and that $1,717.00 was paid on behalf of the Debtor for the required filing fee to commence the Chapter 11 bankruptcy case. The Debtor and Adam intended and agreed, when it entered into the retainer agreement, that the Retainer is "earned on receipt," and will be handled in accordance with In re Craig, 265 B.R. 624 (Banla. M.D. Fla. 2001). Thomas C. Adam, partner of Adam, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Adam can be reached at: Thomas C. Adam, Esq. ADAM LAW GROUP, P.A. 301 W. Bay Street, Suite 1430 Jacksonville, FL 32202 Telephone: (904) 329-7249 E-mail: tadam@adamlawgroup.com About Kirk's Framing Inc. Kirk's Framing Inc. filed a chapter 11 petition (Bankr. M.D. Fla. Case No. 3:16-bk-03390-JAF) on September 6, 2016. The Debtor is represented by Thomas C. Adam, Esq. The Debtor is a Florida corporation based in Orange Park, Florida. The Debtor is in the business of design and construction of wood framing of residential real properties in Clay, Duval, St. Johns and Nassau counties. The Debtor's services include floor joist, roof, steps, and zipwall installations. L & R FAMILY: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- L & R Family, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida for authorization to use cash collateral. The Debtor believes that HSBC Bank USA, NA, has a mortgage on the Debtor's real property located at 1402 Highway 31 South, Bay Minette, Alabama, in the estimated amount of $622,000. The Debtor contends that Regions Bank and the U.S. Small Business Administration also hold second and third position liens in the respective amounts of $49,985 and $19,500. The Debtor tells the Court that it needs to use cash, accounts receivable and other income derived from the Debtor's operations to fund its operating expenses and costs of administration of its Chapter 11 case for the duration of the Chapter 11 case. The Debtor's proposed Budget covers the months of October 2016 through March 2017. The Budget provides for total expenses in the amount of $4,268 for each month. The Debtor offers the following as adequate protection: (a) The Secured Creditors will have post-petition liens on the Subject Property and Cash Collateral to the same extent, validity and priority as existed pre-petition; (b) The Debtor will escrow 1/12th the value of their 2016 ad valorem taxes of the Subject Property per month; (c) The Debtors will maintain appropriate insurance on the Subject Property; (d) The Secured Creditors will have the right to inspect the Subject Property or the Cash Collateral on 48 hours reasonable notice; and (e) The Debtor will provide the Secured Creditors with 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. A full-text copy of the Debtor's Motion, dated Sept. 23, 2016, is available at http://tinyurl.com/z73n699 A full-text copy of the Debtor's proposed Budget, dated Sept. 23, 2016, is available at http://tinyurl.com/hd65seo L & R Family, Inc., is represented by: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 E-mail: Buddy@tampaesq.com Jonathan@tampaesq.com HSBC Bank USA, N.A. can be reached at: HSBC BANK USA, N.A. 12 S. Tyron St., Ste. 1560 Charlotte, NC 28281 Regions Bank can be reached at: REGIONS BANK 1900 5th Avenue North Birmingham, AL 35203 About L & R Family L & R Family, Inc. filed a chapter 11 petition (Bankr. M.D. Fla. Case No. 16-08015) on Sept. 16, 2016. The Debtor is represented by Buddy D. Ford, Esq., and Jonathan A. Semach, Esq., at Buddy D. Ford, P.A. LBM BORROWER: Moody's Retains B3 CFR on $90MM Loan Add-On --------------------------------------------------------- Moody's Investors Service said that LBM Borrower, LLC's $90 million add-on to its outstanding $691 million first lien term loan due 2022 does not impact the company's ratings, including its B3 corporate family rating, B3-PD probability of default rating, B3 rating on $691 million first lien term loan due 2022, Caa2 rating on $220 million second lien term loan due 2023, or stable rating outlook. LEHMAN BROTHERS: Court Dismisses 2138747 Ontario's Suit vs. Samsung ------------------------------------------------------------------- The Supreme Court of New York County dismissed the case captioned 2138747 ONTARIO INC., Plaintiff, v. SAMSUNG C&T CORPORATION, SAMSUNG AMERICA, INC., and SAMSUNG C&T AMERICA, INC. (F/K/A SAMSUNG AMERICA, INC.), Defendants, Docket No. 653270/2014, Mtn. Seq. No. 003 (N.Y.). On or about September 26, 2008, SkyPower, LB SkyPower, Samsung C&T Corporation and Samsung America, Inc. entered into a Non-Disclosure Agreement in which LB SkyPower and SkyPower agreed to make confidential information available to Samsung. Samsung C&T Corporation, Samsung America, Inc., SkyPower and Lehman Brothers Inc. collectively executed the NDA "[a]s majority owner and financial advisor to, and on behalf of" LB SkyPower. On October 27, 2014, 2138747 Ontario Inc. commenced the action asserting claims for breach of contract and unjust enrichment, alleging that in September 2009 SkyPower discovered that Samsung had misappropriated SkyPower's confidential information and used it to launch a competing renewable energy project in violation of the NDA. In an Assignment Agreement dated October 26, 2014, Lehman Broters Holdings Inc., as Assignor, had assigned all of LBHI's right, title and interest in and to any claim or cause of action LB SkyPower Inc. may have against Samsung arising under the NDA to c. Samsung C&T Corporation, Samsung America, Inc., and Samsung C&T America, Inc., moved to dismiss Ontario's Second Amended Complaint, arguing that Ontario does not have standing to pursue the action because the Assignment is invalid. The Supreme Court stated that Samsung correctly noted that the plain language of the Assignment Agreement transfers only whatever interest LBHI had in the LB SkyPower claim as it provides that "the Assignor [LBHI] does hereby assign and transfer to the Assignee all of its right, title and interest in and to any claim or cause of action LB SkyPower Inc. may have against Samsung arising under the NDA." Thus, the Supreme Court held that LBHI did not cause LB SkyPower to assign its claim against Samsung directly, but instead merely assigned the interest it purportedly had in the claim. The Assignment did not transfer LB SkyPower's claims against Samsung. Ontario contended that because LB SkyPower was LBHI's indirect wholly-owned subsidiary LBHI had the right and ability to assign LB SkyPower's claim. The Supreme Court pointed out, however, that under Delaware law, a "parent's ownership of all of the shares of the subsidiary does not make the subsidiary's assets the parent's." Next, Ontario argued that LBHI was authorized to assign LB SkyPower's claim by LBHI's Modified Third Amended Chapter 11 Plan. The Supreme Court, however, noted that the language in the Plan permits LBHI to act only "in accordance with applicable law." As Delaware law does not grant LBHI the power to assign a subsidiary's claims, the Supreme Court correspondingly concluded that the Plan similarly did not confer that power upon LBHI. Finally, Ontario argued that the Assignment transferred LB SkyPower's claims against Samsung because LBHI executed the Assignment as LB SkyPower's agent. The Supreme Court held, however, that, even assuming arguendo that LB SkyPower consented to the Assignment, this consent only served to ratify LBHI's transfer of LBHI's interest in the LB SkyPower claim and, as such, LBHI had no such direct interest to transfer. A full-text copy of the Supreme Court's August 29, 2016 decision and order is available at https://is.gd/fHnHkY from Leagle.com. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2015, Lehman made its eighth distribution to creditors, bringing Lehman's total distributions to unsecured creditors to approximately $105.4 billion including (1) $77.2 billion of payments on account of third-party claims, which includes non-controlled affiliate claims and (2) $28.2 billion of payments among the Lehman Debtors and their controlled affiliates. As of September 2015, the trustee in charge of LBI has returned around $7.65 billion to the defunct brokerage's unsecured creditors, a recovery of about 35 cents on the dollar. LIDA BAUCAGE PEREZ: Hearing on Plan Outline Set For Nov. 2 ---------------------------------------------------------- The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico has scheduled for Nov. 2, 2016, at 9:00 a.m. the hearing to consider the adequacy of Lida Baucage Perez's disclosure statement describing the Debtor's plan of reorganization. Objections to the form and content of the Disclosure Statement must be filed not less than 14 days prior to the hearing. Under the Plan, at the effective date holders of Class 3 - General Unsecured Claims will receive a lump-sum payment in the amount of $10,702.38. The Debtor will pay $600.00 monthly pro-rata basis for a five-year period among Class 3 and Class 4 - General Unsecured Claim (initially intended to be secured). With the current claims and allowed amounts by the Plan, the Class 3 will receive $128.11 monthly for the general unsecured creditors in a 5 year period. Based on the current allowed amounts, each claim holder in Class 3 will receive approximately 10% of the allowed amount. Class 4 will receive a lump-sum payment in the amount of $39,421.36. With the current claims and allowed amounts by the Plan, the Class 4 will receive $471.89 monthly for the general unsecured creditors in a five-year period. The claim holder under this class will receive approximately 10% of the allowed amount. Payments and distributions under the Plan will be funded by the cash flow from future income of the Debtor and from the proceeds of the sale of a real property. A full-text copy of the Disclosure Statement dated Aug. 31, 2016, is available at http://bankrupt.com/misc/15-04099-122.pdf Lida Baucage Perez, a general physician practitioner, initially filed a Chapter 13 petition (Bankr. D.P.R. Case No. 15-04099), but was forced to file for conversion to a Chapter 11 case since the amount of unsecured debts surpassed the limits set forth by Section 109(e) of the Bankruptcy Code. The Debtor is represented by Carlos Alberto Ruiz Law Office, CSP. LINWOOD R. LOVETT: Summary Judgment Granted to CertusBank --------------------------------------------------------- Judge Leslie J. Abrams of the United States District Court for the Middle District of Georgia, Macon Division, granted CertusBank, N.A.'s Motion for Summary Judgment in the case captioned CERTUSBANK, N.A., as successor by assignment to ATLANTIC SOUTHERN BANK, Plaintiff, v. GENE DUNWOODY, JR., et al., Defendants, Case No. 5:14-CV-69 (LJA) (M.D. Ga.). On May 20, 2011, the Georgia Department of Banking and Finance closed Atlantic Southern Bank and appointed FDIC as the receiver for Atlantic Southern's assets and liabilities. CertusBank then obtained status as receiver by virtue of puchase and assignment from the FDIC. CertusBank thus became the current holder of two promissory notes and commercial loan agreements previously executed by Capricorn Centre, LLC, in favor of Atlantic Southern. Individual guaranty agreements were executed on both notes by Gene Dunwoody Jr., Gene Dunwoody Sr., Jack W. Jenkins, and W. Tony Long. On February 18, 2014, CertusBank commenced the action against Dunwoody Jr., Dunwoody Sr., Jenkins, Long, Raymond. O. Ballard, and Robert Lovett. Ballard was terminated on April 16, 2014, while Lovett was dismissed from the case when his Chapter 11 Bankruptcy Plan was confirmed. CertusBank moved for summary judgment on December 22, 2014. While the parties did not dispute that the Guaranties were validly executed, establishing CertusBank's prima facie case for repayment, the defendants argued that CertusBank's suit is barred by Georgia's anti-deficiency statute, that an award of attorneys' fees is improper, and that the evidence establishing damages is inadmissible. The defendants argued that CertusBank's suit is barred by failure to comply with Georgia's anti-deficiency statute. The statute provides that when any real estate is sold by non-judicial foreclosure, the seller may not take action to obtain a deficiency judgment unless the sale is reported to the superior court judge in the county in which the land is located for confirmation and the judge confirms the sale. Judge Abrams, however, held that the statute is inapplicable with regard to the first promissory note because this was not secured by any real property, and was certainly not secured by the specific property for which CertusBank initiated foreclosure. With regard to the second promissory note, Judge Abrams found that the defendants waived their rights under the deficiency statute pursuant to the terms of the guarantees. The judge further held that while the failure to obtain a confirmation would have barred a deficiency judgment against Capricorn, the waivers in the guarantees preclude the defendants' reliance on the anti-deficiency statute. Defendants argue that Plaintiff's notice was deficient because it referred to the fee agreements contained in the "Note," when the attorneys' fees provisions were actually contained in the Loan Agreements. Both, however, contain provisions incorporating the terms of the Loan Agreements. As such, Plaintiff's demand letters provided sufficient notice to collect attorneys' fees. Defendants also argue that they did not receive notice. Defendants Dunwoody Jr., Dunwoody, Sr., and Jenkins, however, admitted to receiving the demand letter for attorneys' fees. Defendant Long stated that he does not recall getting a demand letter. (Doc. 43, at 14:10-15:25). In addition to the demand letter, Georgia law proves that notice of the demand for attorneys' fees may be given through a complaint. The defendants also argued that an award of attorneys' fees would be unconscionable because the award would be greater than the amount due on the principal, which has a capped obligation. Judge Abrams, however, found that the Loan Agreements specifically provide for an attorneys' fee award of "15 percent of the principal and interest owing." Accordingly, the judge held that the attorneys' fees provisions are not substantively unconscionable. As to the damages award, Judge Abrams held that although the court cannot determine the appropriate damages award from the briefing and accompanying materials before it, this does not provide a basis to deny summary judgment as the defendants have not introduced any evidence to show that the amounts claimed by plaintiff are incorrect or should be calculated differently. Judge Abrams concluded that the defendants are liable to CertusBank for the remaining principal, limited by the defendants' capped obligation, any interest and fees on the remaining principal not limited by the defendants' capped obligation, and 15% of the principal and interest as attorneys' fees amassed while collecting the debt. CertusBank was ordered to provide supplemental briefing on the amount of damages within 30 days. A full-text copy of Judge Abrams's August 23, 2016 order is available at https://is.gd/RbuAOv from Leagle.com. CERTUSBANK NA is represented by: Sean Andrew Gordon, Esq. GREENBERG TRAURIG, LLP Terminus 200 3333 Piedmont Road NE, Suite 2500 Atlanta, GA 30305 Tel: (678)553-2100 Fax: (678)553-2212 Email: gordonsa@gtlaw.com GENE DUNWOODY, JR, JACK W JENKINS, W TONY LONG, L ROBERT LOVETT are represented by: Wesley J. Boyer, Esq. 355 Cotton Avenue Macon, GA 31201 Tel: (478)742-6481 Fax: (770)200-9230 LIONS GATE: Moody's Confirms Ba3 CFR & Rates New Facility Ba2 ------------------------------------------------------------- Moody's Investors Service confirmed Lions Gate Entertainment Corp.'s (LGF) Ba3 Corporate Family rating and Ba3-PD Probability of Default rating following the company's announcement earlier this year to acquire Starz, LLC for cash and stock. Concurrently, Moody's assigned a Ba2 rating to the company's new first lien senior secured credit facility, consisting of a $1 billion revolver due 2021, $1 billion term loan A due 2021 and a $1.9 billion term loan B due 2023. Moody's also changed the company's Speculative Grade Liquidity rating from SGL-3 to SGL-1. The rating outlook was revised from ratings under review for downgrade to stable. Moody's will withdraw ratings on both companies' existing debt instruments and the Starz CFR and PDR once all the debt is repaid upon closing of the transaction. Issuer: Lions Gate Entertainment Corp. Upgrades: Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-3 Assignments: New Senior Secured Bank Credit Facilities, Assigned Ba2 (LGD3) Confirmations: Probability of Default Rating, Confirmed at Ba3-PD Corporate Family Rating, Confirmed at Ba3 Existing Senior Secured Bank Credit Facilities, Confirmed at Ba3 (LGD4) Outlook Actions: Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The rating action is based on Moody's view that Starz's acquisition makes strategic sense for both companies. It will enhance LGF's scale and business diversity, provide predictable and more stable cash flows and thereby reduce reliance on its volatile motion picture business, and a steady internal source of TV and film distribution revenue. The rating reflects our expectation that Starz's cash flows from recurring subscription revenue will allow the company financial flexibility to reduce gross debt levels and manage a leverage profile commensurate with a Ba3 CFR. Starz will benefit from a likely source of theatrical output, and get first look opportunities for much needed quality original TV content. Moody's believes that there is scope for significant operating synergies to be derived from the acquisition. Pro forma for the acquisition we estimate that debt-to-EBITDA leverage (incorporating Moody's adjustments) may be as high as between 5.8x - 6.5x early on, depending upon film slate performance, which is high for the Ba3 rating but is expected to decline to under 3.5x within the next 18-24 months and sustained there for the long-term, as the company deleverages its balance sheet with a combination of improved operating performance and debt reduction. Moody's believes that management is committed to using a majority of its free cash flows to reducing gross debt levels and bringing leverage below 3.5x (incorporating Moody's adjustments). The credit facility has a first priority interest in all of LGF's assets and is guaranteed by the company's subsidiaries. The Ba2 rating on the senior secured credit facility is one notch above the Ba3 CFR and reflects the credit facility's senior most position in the capital structure. In its Loss Given Default assessment, Moody's has modeled over $500 million of new senior unsecured debt to be issued at a later date by the company, which provides loss absorption cushion and lift to the secured debt rating. The SGL-1 rating assumes that the combined company will generate good cash flows of over $400 million and maintain cash on its balance sheet of at least $50 million. The liquidity profile is supported by a sizeable revolver with a capacity of $1 billion and Moody's anticipates that LGF may occasionally rely on its revolver in interim quarterly periods to fund film/television production costs. The credit facility consists of a 5.25x net first lien leverage covenant and a 2.75x interest coverage covenant and we estimate that LGF will remain in compliance under both covenants over the next twelve months. RATING OUTLOOK The stable outlook reflects Moody's view that LGF will successfully complete the acquisition and integration of Starz into its operations and the combined company will benefit from added scale, enhanced diversification and operating synergies over the long-run. The outlook also assumes that the company will apply its free cash flows towards debt repayment and reduce debt-to-EBITDA (incorporating Moody's adjustments) to under 3.5x within the next 18-24 months. What Could Change the Rating -- Up An upgrade is unlikely in the intermediate term given that leverage is currently high for the rating and the volatility and unpredictability of the film business, which results in low visibility on revenues. However, ratings could be upgraded in the long-term if the company reduces its leverage target and becomes increasingly less reliant on film slate performance (such as if the company diversifies its operations further through it television production business), such that it can sustain debt-to-EBITDA (including Moody's adjustments) comfortably under 3.0x. Strong liquidity, a consistent operating track record, and management's commitment to a higher rating will also be necessary for a positive rating action. What Could Change the Rating -- Down The company's ratings could be downgraded if there is material erosion in Starz's subscriber base or if LGF sustains underperformance across its slate or TV production division, or if it directs cash flow towards material acquisitions, dividends or share repurchases, such that our expectation of its ability or commitment towards debt reduction is changed, or leverage is sustained over 3.5x over the long-term. Ratings could also be downgraded if liquidity or cash flow are adversely affected. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Lionsgate, domiciled in British Columbia, Canada (headquartered in Santa Monica, CA), is a motion picture and television studio with a diversified presence in the production and distribution of motion pictures, television programming, home entertainment, video-on-demand and digitally delivered content. Annual revenues approximate $2.3 billion. Starz, headquartered in Englewood, Colorado, supplies television and movie programming to U.S. multichannel video distributors including cable, direct broadcast satellite, and telecommunication service providers. Annual revenues approximate $1.7 billion. LIONS GATE: S&P Lowers Rating to 'B+', Off CreditWatch Negative --------------------------------------------------------------- S&P Global Ratings said it lowered its ratings on Santa Monica, Calif.-based Lions Gate Entertainment Corp. by one notch, including the corporate rating to 'B+' from 'BB-'. At the same time, S&P removed the ratings from CreditWatch, where it had placed them with negative implications on March 16, 2016. S&P also assigned its 'BB-' issue-level rating and '2' recovery rating to the company's proposed senior secured debt, which consists of a $1 billion revolving credit facility due 2021, a $1 billion term loan A due 2021, and a $1.9 billion term loan B due 2023. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; upper half of the range) of principal for debtholders in the event of a payment default. S&P expects to withdraw its ratings on the company's existing second-lien term loan and 5.25% senior secured notes when the transaction closes. "The downgrade is based on our expectation that Lions Gate's adjusted leverage, pro forma for its proposed acquisition of Starz LLC, will remain elevated, at above 5x over the next 12-18 months," said S&P Global Ratings credit analyst Khaled Lahlo. S&P expects that the proposed debt financing will add about $2 billion of incremental debt to the company's balance sheet, which will result in pro forma adjusted leverage, as of June 30, 2016 (including production loans and 25% surplus cash haircut) of about 9.7x. S&P also expects adjusted leverage to decline to the low-5x area by the end of the fiscal year ending March 31, 2018, due to more stable cash flow generation from Starz and Lions Gate's TV production segment; and for Lions Gate to achieve significant cost savings, primarily in terms of tax savings. In addition, the company has stated that it will not pay any dividends or share repurchases while it focuses on substantial deleveraging during the next 12-18 months. The stable rating outlook reflects S&P's expectation that Lions Gate's leverage will remain elevated but gradually decline to about 5x over the next 12-18 months due to EBITDA growth and the company's commitment to voluntarily repay debt. The outlook also reflects revenue and cash flow stability from Starz's cable networks offset the inherent volatility of the company's motion picture segment. LKN PROPERTIES: Taps Newmark as Real Estate Broker -------------------------------------------------- LKN Properties, Inc. seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Newmark of Southern California, Inc., a California corporation dba Newmark Grubb Knight Frank as real estate broker. LKN requires Newmark to assist in the listing, marketing and sale of the Debtor's real property. Prior to the commencement of its bankruptcy case, LKN employed the firm to assist with the effective marketing of the Property for sale. As the Debtor's primary objective is to sell the Property for the highest and best price, the Debtor seeks authority to continue with the Firm's employment during the bankruptcy case. The firm will work concurrently to lease the vacant space and market the Property for sale in the most effective manner during the bankruptcy case for the best and highest price in the current real estate market. Prior to the petition date, the firm was owed a commission of approximately $10,000.00 in connection with the lease of the Property by Creed. The firm has agreed to waive this claim as a condition to its employment as the Debtor's real estate broker and upon successful completion of a sale or lease with commissions paid in excess of $10,000. Other than being employed as the Debtor's real estate broker for the Property prior to the commencement of the bankruptcy case, to the best of the firm's knowledge after full investigation, and as set forth in Declaration by Joseph Woodka, the Firm and its respective principals, employees and agents: (a) do not hold or represent any interest adverse to the Debtor, its creditors and its bankruptcy estate; and (b) have no connections with the Debtor, its creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, any person employed in the office of the United States Trustee, or any bankruptcy judge presiding in the United States bankruptcy for the Central District of California. Newmark can be reached at: Joseph Woodka Newmark Grubb Knight Frank 1875 Century Park E Ste 1380 Los Angeles, CA 90067 E-mail: jwoodka@ngkf.com About LKN Properties Inc. LKN Properties Inc. is a nonresidential building operator located at 3762 Hendrix Street, Irvine, California. LKN filed on September 6, 2016 bankruptcy petitions (Bankr. C.D. Cal., Lead Case No. 16-13734). The petition was signed by Lien Nguyen, President. Catherine E. Bauer is assigned to the cases. The Debtor has hired Shulman Hodges and Bastian LLP as counsel. The Debtor has estimated assets of $1 million to $10 million. LOUISIANA-PACIFIC CORP: Egan-Jones Ups Sr. Unsec. Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company upgraded on Aug. 29, 2016, the senior unsecured ratings on debt issued by Louisiana-Pacific Corp to BB- from B+. M2L TRANSPORTATION: US Trustee Fails to Appoint Creditors' Panel ---------------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the Middle District of Florida that a committee of unsecured creditors has not been appointed in the Chapter 11 case of M2L Transportation, LLC, due to insufficient response to the U.S. Trustee communication/contact for service on the committee. About M2L Transportation M2L Transportation, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-03075) on Aug. 12, 2016. Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC, as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. MANUEL MEDIAVILLA: Plan Confirmed, PRLP Objection Denied -------------------------------------------------------- Judge Mildred Caban Flores confirmed the amended joint plan of the debtors in the bankruptcy cases captioned IN RE: MANUEL MEDIAVILLA, INC., Debtor, CASE NO. 13-2800(MCF)(Bankr. D.P.R.) and IN RE: MANUEL MEDIAVILLA, INC. AND MAYDIN G. MELENDEZ, Debtors, CASE NO. 13-2802(MCF)(Bankr. D.P.R.). On December 30, 2015, the Court issued an opinion and order determining that both corporate and individual debtors, Manuel Mediavilla, Inc., and Maydin G. Melendez, could provide treatment for PRLP 2011 Holding, LLC's secured claim on a joint basis. The practical effect of this treatment resulted in an over-secured status for PRLP with entitlement to post-petition interest. A month later, the debtors submitted an amended joint plan of reorganization in compliance with the Court's ruling providing for payment to PRLP's claim of post-petition interest. PRLP filed an opposition thereto. With regards to PRLP's claim of post-petition interest, the debtors proposed the contractual pre-default rate of 5% interest. PRLP, however, sought 8% representing the contractual default rate rather than the 5% pre-default rate, as proposed by debtors. In support for a lower interest rate, the debtors adduced that the equities throughout the case favor an adjustment of the post-petition interest rate PRLP may recover. PRLP argued that unless debtors provide equitable reasons that warrant an adjustment to a lower rate, there is a presumption that the contractual default rate should apply to the calculation of post-petition interest. PRLP argued that default interest rates, such as the one included in the loan documents, are enforceable under local law. Judge Flores rejected PRLP's argument of a higher default interest rate, and exercised the court's discretion to disallow the contractual default rate given the parties' relationship and pre-bankruptcy course of dealing. Judge Flores found there is no justification for an increased default rate to compensate PRLP for any assumed increase in risk following default. The judge pointed out that PRLP acquired from Banco Popular de Puerto Rico, the original obligee, the debtors' loan account with full knowledge of the debtors' financial inability to comply with its loan obligations. Banco Popular did not exercise its right to charge a higher interest rate due to the debtors' default. It was not until about two months before filing the foreclosure action that PRLP exercised its right to charge the default rate of interest and by that time, a year had passed since its acquisition of the loan from Banco Popular. Judge Flores found that the equities in the case favor the disallowance of PRLP's claim of interest at the default rate. Therefore, the appropriate post-petition interest rate is the contractual pre-default rate of 5%. PRLP also raised its concerns regarding the preservation of its lien on the new lease agreement with the tenant, Centro de Recaudacion de Ingresos Municipales (CRIM), and the current feasibility of the amended joint plan in light of the new lease agreement. Judge Flores construed that the issue regarding the retention of PRLP's lien on rents from the CRIM lease is moot. The judge noted that the debtors have provided in the amended joint plan for the continuity of PRLP's liens on property securing its interest, and that the debtors proffered in its reply brief that it had negotiated for CRIM to expressly acknowledge the assignability of rents to PRLP and that CRIM's rental payments would be payable to the debtors or PRLP. Based on the debtors' proffer, Judge Flores concluded that neither the debtors' amended joint plan nor the lease agreement with CRIM impair PRLP's lien on rents. Therefore, the judge concluded that the PRLP's objection to confirmation of the amended joint plan based on the debtors' failure to preserve its liens on properties securing its claim is moot. Lastly, PRLP raised feasibility concerns as to the debtors' ability to provide for PRLP's secured claim in full due to the decrease in rental payments based on the new lease arrangement with CRIM. Judge Flores found that the debtors have proffered that the rent decrease will be coupled by CRIM's improvements and maintenance to PRLP's collateral in the amount of $36,000, and that the decrease will not affect scheduled payments under the amended joint plan to PRLP. The judge also found that the debtors were able to renew a contract and double the duration of CRIM'S tenancy to 10 years, such that the debtors secured a source of income necessary to fund plan payments to PRLP. Judge Flores thus found that PRLP's objection to confirmation based on feasibility concerns related to the debtors' renewal of the CRIM lease is unfounded, and the objection was denied. A full-text copy of Judge Flores' September 23, 2016 order is available at http://bankrupt.com/misc/prb13-02800-527.pdf About Manuel Mediavilla, Inc. Manuel Mediavilla, Inc., aka Muebleria Mediavill, sought protection under Chapter 11 of the Bankruptcy Code on April 11, 2013 (Bankr. D.P.R., Case No. 13-02800). The case is assigned to Judge Mildred Caban Flores. The Debtor's counsel is Carmen D. Conde Torres, Esq., at C. Conde & Assoc., in San Juan, Puerto Rico. The Scheduled Assets is $2,191,098, while the Scheduled Liabilities is $2,484,529. The petition was signed by Manuel Mediavilla Garcia, president. MARK HANDEL: Oct. 20 Plan Confirmation Hearing Set -------------------------------------------------- Judge Maureen A. Tighe of the United States Bankruptcy Court for the Central District of California will hold a hearing to consider confirmation of Mark Handel's Second Amended Chapter 11 Plan of Reorganization on Oct. 20, 2016, at 9:30 a.m., Courtroom 302, 21041 Burbank Blvd., in Woodland Hills, CA 91367. The deadline for creditors to return ballots voting to accept or reject the Plan will be 5:00 p.m., PST, on Oct. 3, 2016. The deadline for parties-in-interest to file an objection to the Plan is on Oct. 3, 2016. The Debtor will file a confirmation brief stating why the Plan should be confirmed and admissible evidence supporting all applicable elements of 11 U.S.C. Section 1129, a ballot summary, and Debtor's response to any objections to the Plan by no later than Oct. 10, 2016. The Court approved the Debtor's disclosure statement explaining its Second Amended Chapter 11 Plan of Reorganization dated Aug. 19, 2016, on Sept. 19, 2016. Counsel for the Debtor: DAVID L. NEALE, Esq. JOHN-PATRICK M. FRITZ, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: DLN@LNBYB.COM JPF@LNBYB.COM Mark Handel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 15-11292) on April 14, 2015. The case is assigned to Judge Maureen A. Tighe. MARSHA ANN RALLS: BWF Plan Proposes to Pay Creditors in Full ------------------------------------------------------------ BWF Private Loan Fund, LLC, on Sept. 15 filed with the U.S. Bankruptcy Court for the District of Columbia a Chapter 11 liquidating plan that proposes to pay creditors of Marsha Ann Ralls in full. Under the plan, BWF and another secured creditor Capital One Bank will receive full payment of their claims from the proceeds generated from the sale of the Debtor's real property. BWF's $1.76 million claim and Capital One's $830,000 claim are secured by the property located at 1516 31st Street, NW, Washington, DC. Meanwhile, Class 3 general unsecured creditors, which assert a total of $10,960 in claims, will also be paid in full either from the sale proceeds on the effective date of the plan or from any sources available to BWF at any time before the effective date. Class 3 claims consist of Ridberg Aronson LLC's claim in the amount of $9,572, and the Internal Revenue Service's non-priority unsecured claim in the amount of $1,388. After payment of the claims and sale costs, any remaining proceeds from the sale will be paid to the Debtor. The liquidating plan will be implemented pursuant to a sale of the property. After the plan is confirmed by the court, the broker retained by BWF will market the property until the deadline for submitting bids for the property. BWF will select the best offer on the fifth day after the bid deadline. A hearing will be held no later than seven days after the best bid is selected to approve the sale of the property to the winning bidder, according to the disclosure statement explaining the liquidating plan. A copy of the disclosure statement is available for free at https://is.gd/9Flxhr BWF is represented by: Patrick J. Potter, Esq. Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW Washington, DC 20036-3006 Tel: 202-663-8928 Fax: 202-663-8007 Email: patrick.potter@pillsburylaw.com Email: dania.slim@pillsburylaw.com About Marsha Ann Ralls Marsha Ann Ralls sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 16-00222) on May 4, 2016. The Debtor is represented by William C. Johnson Jr., Esq., at the Law Offices of William C. Johnson Jr. MATHIOPOULOS 3M: Has Until Nov. 30 to Use Cash Collateral --------------------------------------------------------- Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern District of California authorized Mathiopoulis 3M Family Limited Partnership to use cash collateral from Sept. 1, 2016 through Nov. 30, 2016. The monthly expenses that the Debtor was authorized to make are: EXPENSE AMOUNT ------- ------ Property Insurance $1,045.41 Pacific Gas and Electric $300 Recology Auburn (garbage) $500 Telephone for business $200 Pest control $123.60 Telephone for Fire and Security $120 Life Insurance Policies (4) $675 Property Maintenance, Landscaping, $704 Parking Lot Cleaning Miscellaneous (fuel, office supplies, $1,500 equipment, repair, postage, etc.) The Debtor was authorized to pay Placer County Water Agency $1,500 in October 2016. The creditors having an interest in the cash collateral were given replacement liens in the post-petition rents in the same priority, validity, and extent as they existed in the cash collateral expended. The Debtor was directed to continue making monthly adequate protection payments to Wells Fargo Bank, N.A. in the amount of $13,193. A hearing on the Debtor's Motion is scheduled on Nov. 17, 2016 at 10:30 a.m. A full-text copy of the Order, dated Sept. 22, 2016, is available at https://is.gd/JGY8vM About Mathiopoulis 3M Family Limited Partnership Mathioupoulos 3M Family Limited Partnership filed a chapter 11 petition (Bankr. E.D. Ca. Case No. 16-20852) on Feb. 16, 2016. The petition was signed by Diane M. Mathiopoulos, authorized representative. The Debtor is represented by J. Luke Hendrix, Esq., at Desmond, Nolan, Livaich & Cunningham. The case is assigned to Judge Ronald H. Sargis. The Debtor disclosed total assets at $5.36 million and total liabilities at $3.04 million. MAURO CEVENINI: Disclosures Approved; Nov. 15 Plan Hearing Set -------------------------------------------------------------- Mauro Cevenini obtained an order from the U.S. Bankruptcy Court for the Southern District of Florida approving the disclosure statement describing his Plan of Reorganization, paving the way for the Debtor to solicit acceptances of the Plan. A hearing will be convened on Nov. 15, 2016 at 10:30 a.m. to consider confirmation of the Plan. Eligible parties have until Nov. 1 to file any written objections to the Plan. As previously reported by The Troubled Company Reporter, the Plan of Reorganization proposes to make 20 quarterly payments to general unsecured creditors. Each general unsecured creditor will receive a pro rata share of $1,000 per quarter for the payments. The aggregate amount of scheduled unsecured claims is $170,061, according to court filings. About Mauro Cevenini Mauro Cevenini sought protection under Chapter 13 of the Bankruptcy Code on May 26, 2015. The case was converted to a Chapter 11 case (Bankr. S. D. Fla. Case No. 15-19488) on Nov. 10, 2015. The case is assigned to Judge John K. Olson. The Debtor is represented by Elias Leonard Dsouza, Esq., at DCS Law Group, P.A. MBAC FERTILIZER: Seeks Approval of CCAA Plan of Arrangement ----------------------------------------------------------- MBAC Fertilizer Corp. on Sept. 27, 2016, disclosed that further to its press release dated Sept. 20, 2016, the Company intends to seek an order (the Sanction Order) from the Ontario Superior Court of Justice (Commercial List) sanctioning and approving the Company's plan of arrangement (the Plan) pursuant to the Companies' Creditors Arrangement Act (Canada) (CCAA) at a hearing scheduled to take place on Oct. 3, 2016 instead of Sept. 29, 2016, as previously announced. Implementation of the Plan is subject to receipt of the Sanction Order and to satisfaction or waiver of certain other conditions precedent set forth in the Plan. Assuming satisfaction or waiver of the conditions within the expected time frames, the Company anticipates implementing the Plan and completing its previously announced recapitalization transaction (the Recapitalization) in October 2016. Additional information regarding MBAC's CCAA proceedings is available on the Monitor's Web site at http://www.ey.com/ca/mbac About MBAC MBAC -- http://www.mbacfert.com/-- is focused on becoming a significant integrated producer of phosphate fertilizers and related products in the Brazilian market. MBAC has an experienced team with significant experience in the business of fertilizer operations, management, marketing and finance within Brazil. MBAC owns and operates the Itafos Arraias SSP Operations, which consists of an integrated fertilizer producing facility comprised of a phosphate mine, a mill, a beneficiation plant, a sulphuric acid plant, an SSP plant and a granulation plant and related infrastructure located in central Brazil ("Itafos Operations"). The Itafos Operations are estimated to have production capacity of approximately 500,000 tonnes of SSP per annum. MBAC's exploration portfolio includes a number of additional exciting projects, which are also located in Brazil. The Santana Phosphate Project is a high-grade phosphate deposit located in close proximity to the largest fertilizer market of Mato Grosso State and animal feed market of Para State. MCGAHAN FAMILY LP: Hires Jack White of Kenai as Realtor ------------------------------------------------------- McGahan Family Limited Partnership seeks approval from the U.S. Bankruptcy Court for the District of Alaska to hire Jack White Real Estate of Kenai. The Debtor tapped the firm to market two of its properties in Kenai, Alaska. Jack White of Kenai will be paid a commission of 6% of the final sale price for each property sold. Jack White of Kenai attests it does not represent any interest adverse to the Debtor's estate, according to court filings. The firm may be reached at: Jack White Real Estate of Kenai 10419 Kenai Spur Highway, Unit B Kenai, AK 99611 About McGahan Family LP McGahan Family Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 16-00049) on March 4, 2016. The Debtor estimated less than $50,000 in assets $50,000 to $100,000 in liabilities. The Debtor is represented by Terry P. Draeger, Esq., at Beaty & Draeger, Ltd. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of McGahan Family Limited Partnership. MCGAHAN FAMILY LP: Taps Jack White of Soldotna as Realtor --------------------------------------------------------- McGahan Family Limited Partnership seeks approval from the U.S. Bankruptcy Court for the District of Alaska to hire Jack White Real Estate of Soldotna. The Debtor tapped the firm to market the Hamilton property located at 51361 Nurphy Street, Nikiski, Alaska. Jack White of Soldotna will be paid a commission, which is 6% of the final sale price of the property. The firm does not represent any interest adverse to the Debtor's estate, according to court filings. The firm may be reached at: Jack White Real Estate of Soldotna 34851 Kenai Spur Hwy Unit 6 Soldotna, AK 99669 Tel: 907-420-0655 About McGahan Family LP McGahan Family Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 16-00049) on March 4, 2016. The Debtor estimated less than $50,000 in assets $50,000 to $100,000 in liabilities. The Debtor is represented by Terry P. Draeger, Esq., at Beaty & Draeger, Ltd. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of McGahan Family Limited Partnership. MEDICAL CASE MANAGEMENT: Files Chap. 11 Exit Plan ------------------------------------------------- Medical Case Management & Social Services, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas its proposed plan to exit Chapter 11 protection. The plan provides for the reorganization of the company and contemplates the payment in full of allowed claims. Administrative claims will be paid in full, in cash, on the later of the effective date of the plan; 14 days after the entry of an order allowing the claims; or upon such other terms as may be agreed upon by the company and holders of the claims. Payments under the plan after the effective date will be made by Medical Case with revenues from the operation of its business. The company may receive from its shareholder funds sufficient to pay in full administrative claims and the secured claim of Tarrant County. Existing management will continue to manage the day-to-day operations of the company's business following confirmation of the plan. Consummation of the plan will occur upon the effective date of the plan. Medical Case is represented by: Marilyn D. Garner, Esq. 2007 East Lamar Blvd., Suite 200 Arlington, Texas 76006 Tel: (817) 505-1499 Fax: (817) 549-7200 About Medical Case Management Medical Case Management & Social Services, Inc. provides services to critically ill children and young adults. The Debtor's services are provided to its clients at a leased residential home located in Arlington, Texas. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 15-43260) on August 12, 2015. The petition was signed by Donald Ramsey, president. The case is assigned to Judge Michael Lynn. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. MENCO PACIFIC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Menco Pacific, Inc. 15110 Keswick Street Van Nuys, CA 91405 Tel: 818-849-5054 Case No.: 16-12791 Chapter 11 Petition Date: September 26, 2016 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Jeffrey S Shinbrot, Esq. JEFFREY S SHINBROT, APLC 8200 Wilshire Blvd, Ste 400 Beverly Hills, CA 90211 Tel: 310-659-5444 Fax: 310-878-8304 E-mail: jeffrey@shinbrotfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Oscar Ruben Mendoza, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb16-12791.pdf MERITOR INC: Egan-Jones Hikes Sr. Unsec. Debt Ratings to B+ ----------------------------------------------------------- Egan-Jones Ratings Company upgraded on Aug. 26, 2016, the senior unsecured ratings on debt issued by Meritor Inc. to B+ from B. METCOM NETWORK: NFS Leasing Consents to Use of Cash Collateral -------------------------------------------------------------- Metcom Network Services, Inc., submitted to the U.S. Bankruptcy Court for the Southern District of New York, a proposed Stipulation and Order authorizing the use of cash collateral. Secured Party NFS Leasing, Inc. had expressed its consent to the terms of the proposed Order. NFS Leasing asserts a secured claim against the Debtor in an amount not less than $1,085,493.25. All the cash in the Debtor's possession or in which the Debtor has an interest on and after the Petition Date, together with all the proceeds thereof, which the Debtor's principals thought had been set off and therefore satisfied in full, constitutes cash collateral in which NFS Leasing asserts an interest. A $75,000 CD, which may still be in JP Morgan Chase's possession and control since January 23, 2006, and in which it may hold a security interest to secure a line of credit in the approximate sum of $75,000, does not form part of the cash collateral. The Debtor expects to expend and use cash for payment of obligations and otherwise in connection with the continued operation of the business, including leasehold obligations, payroll, and pay utility charges, among others. The Debtor's proposed Budget covers the period beginning July 2016 and ending on July 2017. The Budget provides for total expenses in the amount of $321,721 for each of the months of September 2016 and December 2016; and $317,402 for each of the months of October 2016 and November 2016. The Debtor proposes to make monthly payments to NFS Leasing, in the sum of $35,000 for each month for the period August 2016 to January 2017, and the sum of $42,877.58, for each month for 21 months, beginning on February 1, 2017. The Debtor wants to grant NFS Leasing with replacement liens in and on any and all of the Debtor's real and personal property. The hearing on the Debtor's proposed Stipulation and Order is scheduled on Oct. 6, 2016 at 12:00 noon. The deadline for the filing of objections to the proposed Order is set on Oct. 3, 2016 at 11:30 a.m. A full-text copy of the proposed Stipulation and Order, dated Sept. 22, 2016, is available at https://is.gd/v2yb1b A full-text copy of the Debtor's proposed Budget, dated Sept. 22, 2016, is available at https://is.gd/7h12eN NFS Leasing, Inc., can be reached at: NFS LEASING, INC. 900 Cummings Center, Suite 226u Beverly, MA 01915 Attn: Mark Blaisdell NFS Leasing is represented by: John G. Loughnane, Esq. NUTTER MCCLENNEN & FISH LLP 155 Seaport Blvd. Boston, MA 02210 E-mail: Jloughnane@nutter.com About Metcom Network Services Metcom Network Services, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11870) on June 28, 2016. The petition was signed by Mark DuMoulin, Sr., president. The Debtor is represented by Neil H. Ackerman, Esq., at Ackerman Fox, LLP. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. MI ARBOLITO: Cal. App. Affirms $2.7MM Judgment vs. PCMFI -------------------------------------------------------- Brewer Corporation, Brady Company/San Diego, Inc., Dynalectric Company and Division 8, Inc., (collectively the Brewer creditors) obtained a judgment against defendant Point Center Financial, Inc., in the amount of $2,788,416.06. In subsequent proceedings to enforce the judgment, the trial court granted the creditors' motion to impose liability on third party Point Center Mortgage Fund I, LLC, and awarded attorney fees and costs incurred in pursuing the motion. PCMFI appeals that order, contending that because it was not properly served with the notice of levy, the order is void. PCMFI asserts alternatively that the court erred in finding it did not have good cause under Code of Civil Procedure section 701.0101 to fail to comply with the levy. This case arises from the development of a condominium project, Mi Arbolito, near the north end of Balboa Park in San Diego, California. The plaintiffs/creditors are contractors who provided material and work on the project but were not paid in full. As a result, the Brewer creditors sued both the developer, Mi Arbolito, LLC, and the construction lender, PCF. Mi Arbolito, LLC filed for bankruptcy, but the Brewer creditors pursued their claims against PCF and obtained the nearly $2.8 million judgment. On July 7, 2015, the Brewer creditors filed a joint motion seeking to impose liability against PCMFI under section 701.020 for its willful violation of the April 26, 2012 and May 2, 2012 notices of levies. PCMFI opposed the motion by asserting it was not properly served with the notices of levies and writs of execution because the process server did not personally serve Harkey, who was its designated agent for service of process. On August 17, 2015, the trial court granted the motion and issued an order finding that PCMFI "willfully refused to comply with the lawful Notices of Levy" and that PCMFI failed to show good cause for its noncompliance. The court further found that PCMFI's knowing and willful refusal to comply with the levies was sufficient to impose liability and to award attorney fees and costs against PCMFI. The order states that each Brewer creditor is to "have judgment against PCMFI" in specified amounts of liability: $1,560,305.77 to Brady; $920,110.55 to Dynalectric; $401,164.11 to Division 8; and $168,885 to Brewer. The court's order also retained jurisdiction to award attorney fees and costs to the Brewer creditors, in an amount according to proof, for time spent litigating the motion. The Court of Appeals of California, Fourth District, Division One, affirmed the Order of the trial court. The case is captioned BREWER CORPORATION et al., Plaintiffs and Respondents, v. POINT CENTER MORTGAGE FUND I, LLC, Defendant and Appellant, No. D068863 (Cal. App.). A full-text copy of the decision dated September 21, 2016 is available at https://is.gd/4HId2t from Leagle.com. Law Offices of Jeffrey S. Benice and Jeffrey S. Benice, Esq. -- JSB@JeffreyBenice.com for Defendant and Appellant. Niddrie Adams Fuller and David A. Niddrie, Esq. -- dniddrie@appealfirm.com for Plaintiffs and Respondents. MICHAEL ROBERT WIGLEY: BAP Affirms Plan Confirmation Order ---------------------------------------------------------- The United States Bankruptcy Appellate Panel for the Eighth Circuit dismissed the appeal captioned Interested party-Appellant, v. Michael Robert Wigley, Debtor-Appellee, Lariat Companies, Inc., Creditor-Appellee, No. 16-6009, in relation to bankruptcy case In re: Michael Robert Wigley, Debtor, based on Barbara Wigley's lack of standing, and affirmed the decisions of the bankruptcy court to the extent Barbara Wigley has standing. Barbara Wigley appeals from the bankruptcy court's: (1) November 18, 2015 order denying confirmation of Debtor Robert Wigley's second modified Chapter 11 plan, establishing deadlines for the Debtor to file a modified plan, and obtain confirmation of it, and denying Lariat Companies, Inc.'s request to dismiss the Debtor's Chapter 11 case or to convert the case to Chapter 7; (2) February 18, 2016 order confirming the Debtor's fourth modified Chapter 11 plan; and (3) order granting relief from the automatic stay to allow Lariat to exercise its rights and remedies against Barbara Wigley in state court litigation. The threshold issue is whether Barbara Wigley has standing to bring this appeal. The court held that that she does not. To the extent that Barbara Wigley has standing to bring this appeal, the court addressed the two remaining issues on appeal, whether the bankruptcy court erred when it: (1) denied approval of a settlement in the Debtor's Chapter 11 plan, resulting in the denial of confirmation of the plan and confirmation of a later plan with a provision stating that the Debtor would not pursue any avoidance actions against his wife; and (2) entered the stay relief order. The BAP found no error by the bankruptcy court. A full-text copy of the Opinion dated September 21, 2016 is available at https://is.gd/luTMWk from Leagle.com. Kurt Anderson, Esq. for Creditor-Appellant. Thomas Gregory Wallrich, Esq. for Debtor-Appellee. Mychal A. Bruggeman, Esq. -- Mychal@mantylaw.com -- Manty & Associates, P.A. for Interested party-Appellee. Jacqueline J. Williams, Esq. -- JWilliams@mantylaw.com -- Manty & Associates, P.A. for Interested party-Appellee. Joel David Nesset, Esq. -- jnesset@cozen.com -- Cozen O'Connor for Debtor-Appellee. MILLER AUTO: Unsecureds to Get 56%-86% Recovery Under the Plan -------------------------------------------------------------- Miller Auto Parts & Supply Company, Inc., and its debtor affiliates, together with the Official Committee of Unsecured Creditors, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Joint Plan of Liquidation, proposing a 56%-86% recovery for allowed unsecured claims. The Debtors estimated an aggregate amount of $2.7 million for Class 6 Allowed Unsecured Claims. Each Class 6 holder will receive a pro rata share of distribution from the Liquidating Trust. A creditor trustee will be created on the plan effective date to take over the distribution of sale proceeds to eligible claims. MEMA Financial Services Group, Inc., will be designated as creditor trustee. A full-text copy of the Disclosure Statement dated Sept. 16, 2016 is available at http://bankrupt.com/misc/ganb14-68113-478.pdf The Debtors are represented by: J. Robert Williamson, Esq. Ashley R. Ray, Esq. Matthew W. Levin, Esq. Scroggins & Williamson, P.C. One Riverside 4401 Northside Parkway Suite 450 Atlanta, GA 30327 Tel No: (404) 893-3880 Fax No: (404) 893-3886 E-mail: rwilliamson@swlawfirm.com aray@swlawfirm.com mlevin@swlawfirm.com The Official Committee of Unsecured Creditors are represented by: KANE RUSSELL COLEMAN & LOGAN PC JOSEPH M. COLEMAN, Esq. JASON B. BINFORD, Esq. 3700 Thanksgiving Tower 1600 Elm Street Dallas, TX 75201 Tel No: (214) 777-4200 Fax No: (214) 777-4299 E-mail: jcoleman@krcl.com jbinford@krcl.com -- and -- LAW OFFICES OF HENRY F. SEWELL, JR. LLC Henry F. Sewell Georgia Bar No. 636265 3343 Peachtree Road NE, Suite 200 Atlanta, Georgia 30326-1420 Tel No: (404) 926-0053 Fax No: (404) 822-1785 E-mail: hsewell@sewellfirm.com About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14-68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson, P.C., as its general bankruptcy counsel; McNees Wallace & Nurick LLC as special counsel as special counsel for corporate matters; GGG Partners, LLC as financial advisors; McKonly & Asbury LLP as accountants; and Logan & Co. as claims and noticing agent. The U.S. Trustee for Region 21 appointed three creditors of Miller Auto Parts & Supply Company Inc. to serve on the official committee of unsecured creditors. The Committee selected Kane Russell Coleman & Logan as its primary bankruptcy counsel and McKenna, Long & Aldridge, LLP, as its local counsel. MIMM CONDOMINIUM: Hires David Softness as General Counsel --------------------------------------------------------- MIMM Condominium Association, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ the law firm of David R. Softness, P.A., as general counsel, nunc pro tunc to the September 9, 2016 petition date. The Debtor requires David Softness to: (a) advise the Debtor with respect to their powers and duties as debtor in possession in the continued management and operation of their business and properties; (b) attend meetings and negotiate with the representatives of the creditors and other parties in interest; (c) take all necessary action to protect and preserve the Debtor's estates, including: the prosecution of actions on the Debtor's behalf; the defense of any action commenced against the Debtor; negotiations concerning all litigation in which the Debtor is involved; and objections to claims filed against the estates; (d) prepare on behalf of the Debtor: all motions, answers, orders, reports, and papers necessary to the administration of the estates; (e) negotiate and prepare, on the Debtor's behalf, a plan of reorganization, disclosure statement, and all related agreements and/or documents, and take any necessary action on behalf of the Debtors to obtain confirmation of such plan; (f) represent the Debtor in connection with obtaining post-petition loans; (g) advise the Debtor in connection with any potential sale of assets; (h) appear before the Court, any appellate courts, and the United States Trustee, and protect the interests of the Debtor's estates before such Courts and the United States Trustee; and, (i) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with the chapter 11 cases. David Softness will be paid at an hourly rate of $550 and will be reimbursed for reasonable out-of-pocket expenses incurred. The compensation paid to David Softness within one year before the filing of the petition in bankruptcy, or agreed to be paid to David Softness, for services rendered or to be rendered on behalf of the Debtor in connection with the bankruptcy case is as follows: -- David Softness have received $0.00 for pre-petition services. -- For legal services, David Softness have agreed to accept a retainer of $ 25,000.00. -- Prior to the filing of the statement, David Softness have received the retainer of $ 25,000.00. -- There is no balance due (on the retainer). -- $1,717.00 of the filing fee has been paid by David Softness -- pending reimbursement. -- The source of compensation paid to David Softness was the Debtor. -- The source of compensation to be paid to David Softness is the Debtor. -- David Softness have not agreed to share the above-disclosed compensation with any other person unless they are members or associates of David Softness's law firm. David R. Softness, President of David R. Softness, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. David R. Softness can be reached at: David R. Softness, Esq. DAVID R. SOFTNESS P.A. 201 South Biscayne Boulevard, Suite 2740 Miami, FL 33131 Tel: 305-341-3111 Email: david@softnesslaw.com About MIMM Condominium MIMM Condominium Association, Inc. filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-22347) on Sept. 7, 2016. The petition was signed by Serdar Bozkurt. The Debtor is represented by David R. Softness, Esq., at David R. Softness, P.A. The case is assigned to Jay A. Cristol. The Debtor estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million at the time of the filing. MYERS INDUSTRIES: Egan-Jones Cuts Sr. Unsec. Ratings to BB+ ----------------------------------------------------------- Egan-Jones Ratings Company downgraded on Aug. 29, 2016, the senior unsecured ratings on debt issued by Myers Industries Inc. to BB+ from BBB-. NATIONAL MEDICAL: Claims vs. US Bank, Lyon, Entitled to Jury Trial ------------------------------------------------------------------- In the case captioned NATIONAL MEDICAL IMAGING, LLC et al., Plaintiffs, v. DVI RECEIVABLES XIV, LLC, et al., Defendants, Miscellaneous Action Nos. 15-mc-146, 15-mc-147 (E.D. Pa.), Judge Cynthia M. Rufe of the United States District Court for the Eastern District of Pennsylvania granted the plaintiffs' motions to withdraw references from the bankruptcy court with respect to the plaintiffs' claims for damages under 11 U.S.C. section 303(i)(2). Plaintiffs National Medical Imaging, LLC, and National Medical Imaging Holding Company, LLC, have filed adversary proceedings in the United States Bankruptcy Court for the Eastern District of Pennsylvania against U.S. Bank, Lyon Financial Services, Jane Fox, Director of Operations for Lyon, Ashland Funding, DVI Funding, DVI Receivables XIV, DVI Receivables XVI, DVI Receivables XVII, DVI Receivables XVIII, and DVI Receivables XIX. The plaintiffs sought damages and attorneys' fees under 11 U.S.C. section 303(i)(1), 11 U.S.C. section 303(i)(2), and Federal Rule of Bankruptcy Procedure 9011 for the filing of involuntary bankruptcy petitions against the plaintiffs. The plaintiffs moved to withdraw the references from the bankruptcy court with respect to the plaintiffs' claims for damages under section 303(i)(2). The plaintiffs argued that there is cause to withdraw the references from the bankruptcy court for two reasons. First, the plaintiffs contended that they have a right to a jury trial on their claims for damages under section 303(i)(2). Second, the plaintiffs contended that the bankruptcy court lacks the authority under Article III of the United States Constitution to render final judgment on their section 303(i)(2) claims. The defendants contended that there is no cause to withdraw the references because the bankruptcy court has authority to adjudicate the claims, and because the plaintiffs have waived their right to a jury trial under a Settlement Agreement entered on August 12, 2005, which caused the dismissal of the involuntary bankruptcy petitions, and the Guaranty executed pursuant to the Settlement Agreement. Even without a jury trial waiver, the defendants argued, the plaintiffs have no Seventh Amendment right to a trial by jury on these claims. The 2005 Settlement Agreement contains a jury waiver provision. The plaintiffs did not contest the validity of the waiver provisions, and argued only that their scope does not reach the plaintiffs' section 303(i)(2) claims for the defendants' alleged filing of involuntary bankruptcy petitions against the plaintiffs in bad faith. Judge Rufe found that an action for damages based on the defendants' attempt to collect the debt owed pursuant to the Settlement Agreement and Guaranty through involuntary bankruptcy is at least indirectly "based upon or arising out of" the Settlement Agreement and Guaranty. Further, the judge found that the plaintiffs' claims also arose out of injuries from the defendants' strategy to enforce the Settlement Agreement and the Guaranty, and thus fall within the scope of the jury trial waivers. Judge Rufe found, however, that the defendants Ashland Funding, DVI Funding, and DVI Receivables XIV, XVI, XVII, XVIII, and XIX were not parties to the Settlement Agreement, and the Guaranty was not executed in favor of these defendants. Judge Rufe thus concluded that these defendants may not invoke either jury trial waiver, and thus the plaintiffs have not waived their right to a jury trial as to the defendants Ashland Funding, DVI Funding, and DVI Receivables XIV, XVI, XVII, XVIII, and XIX. Because the plaintiffs have a Seventh Amendment right to a jury trial on their section 303(i)(2) claims against Ashland Funding, DVI Funding, and DVI Receivables XIV, XVI, XVII, XVIII, and XIX, and in the interest of judicial economy and "fostering the economical use of the debtors' and creditors' resources," Judge Rufe held that there is cause to withdraw the references from the bankruptcy court as to all the defendants on the plaintiffs' section 303(i)(2) claims. "It makes sense for there to be only one trial on Plaintiffs' claims, in which the Court will decide the claims as to Lyon, Fox, and U.S. Bank, and a jury will decide the claims against the remaining Defendants," the judge said. A full-text copy of Judge Rufe's August 31, 2016 memorandum opinion is available at https://is.gd/pMTNEb from Leagle.com. NATIONAL MEDICAL IMAGING, LLC, NATIONAL MEDICAL IMAGING HOLDINGS COMPANY, INC. are represented by: Steven M. Coren, Esq. David M. Devito, Esq. KAUFMAN COREN & RESS PC Two Commerce Square, Suite 3900 2001 Market Street Philadelphia, PA 19103 Tel: (215)735-8700 Fax: (215)735-5170 Email: scoren@kcr-law.com ddevito@kcr-law.com DVI RECEIVABLES XIV, LLC, DVI RECEIVABLES XVI, LLC, DVI RECEIVABLES XVII, LLC, DVI RECEIVABLES XVIII, LLC, DVI FUNDING, LLC, JANE FOX, LYON FINANCIAL SERVICES, INC., U.S. BANK, N.A., are represented by Peter H. Levitt, Esq. SHUTTS & BOWEN 200 South Biscayne Boulevard, Suite 4100 Miami, FL 33131 Tel: (305)358-6300 Fax: (305)381-9982 Email: plevitt@shutts.com -- and -- Steven J. Adams STEVENS & LEE 111 North Sixth Street Reading, PA 19601 Tel: (610)478-2000 Fax: (610)376-5610 Email: sja@stevenslee.com ASHLAND FUNDING, LLC is represented by: Amy E. Vulpio, Esq. WHITE AND WILLIAMS 1650 Market Street One Liberty Place, Suite 1800 Philadelphia, PA 19103-7395 Tel: (215)864-7000 Fax: (215)864-7123 Email: vulpioa@whiteandwilliams.com About National Medical National Medical Imaging Holding Company, L.L.C., was a diagnostic imaging company. DVI Receivables Trusts and other alleged creditors filed involuntary chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 05- 12714 and 05-12719) against Philadelphia, Pa.-based National Medical Imaging, L.L.C., and National Medical Imaging Holding Company, L.L.C., on March 3, 2005. The Creditors amended the involuntary petitions three times: on Nov. 10, 2008; April 10, 2009; and on Aug. 26, 2009, following a contested hearing. In 2014, National Medical Imaging hit U.S. Bank NA with a $50 million lawsuit in Pennsylvania federal court alleging the bank ruined its business by forcing it into involuntary bankruptcy proceedings just as it was beginning to implement a turnaround plan. The company claims that the involuntary bankruptcy petitions U.S. Bank and eight other defendants filed against NMI and its holding company ultimately destroyed its business, even though the cases were ultimately tossed. NEW FOAM: Plan Confirmation Hearing Set for Nov. 16 --------------------------------------------------- John K. Olson of the United States Bankruptcy Court for the Southern District of Florida will hold a hearing to consider confirmation of New Foam Design Inc.'s Chapter 11 Plan of Reorganization on November 1, 2016, at 10:30 a.m., United States Bankruptcy Court, 299 East Broward Boulevard, Courtroom 301, in Ft. Lauderdale, Florida 33301. Oct. 18, 2016 is the last day for (i) filing and serving objections to confirmation of the Plan and (ii) the last day for filing a ballot accepting or rejecting the plan. The last day for filing and serving objections to claims is on September 22, 2016. The amended disclosure statement explaining the Debtor's Chapter 11 Plan of Reorganization was approved on September 19, 2016. About New Foam New Foam Design, Inc., sought bankruptcy protection (Bankr. S.D. Fla. Case No. 15-15386) on March 25, 2015. The Debtor is a for-profit Florida corporation that fabricates custom architectural foam shapes for use in commercial and residential applications. Chad T. Van Horn, Esq., at VAN HORN LAW GROUP, P.A., represents the Debtor. NIKHIL BABU: Disclosures OK'd; Plan Confirmation Hearing on Nov. 2 ------------------------------------------------------------------ The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York has approved the second amended disclosure statement pertaining to secured creditor 399 Broadway Holdings, LLC's second amended liquidating plan for Nikhil Babu. Hearing to consider the confirmation of the Plan is scheduled for Nov. 2, 2016, at 11:00 a.m. Solicitation of acceptances and rejections of the Plan will be set in a further order after the hearing to consider the sale of the Debtor's property currently scheduled for Sept. 22, 2016, at 10:30 a.m. Nikhil Babu filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 14-45647) on Nov. 5, 2014. NJOY INC: Appoints UpShot Services as Claims & Noticing Agent ------------------------------------------------------------- NJOY, Inc., filed an application with the Bankruptcy Court for the appointment of UpShot Services, LLC as its claims and noticing agent, nunc pro tunc to Aug. 12, 2016, in connection with, among other things, the distribution of notices and the administration, maintenance, processing, and docketing of proofs of claim filed in its Chapter 11 case. In view of the number of anticipated claimants and the complexity of its business, the Debtor believes that the appointment of Upshot is both necessary and in the best interest of itself and its creditors. UpShot's rates for professional services are as follows: Clerical $25-$35/hour Case Assistant $55-$65/hour IT Manager $75-$85/hour Case Consultant $95-$105/hour Case Director $125-$135/hour The Debtor requests that the undisputed fees and expenses incurred by UpShot in the performance of the services be treated as administrative expenses of its estate and be paid in the ordinary course of business without further application to or order of the Court. Pursuant to the Services Agreement dated as of Sept. 16, 2016, the Debtor agrees to pay UpShot a retainer in the amount of $3,000 which may be held by UpShot as security for the Company's payment obligations. To the best of the Debtor's knowledge, UpShot is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, and (b) does not hold or represent an interest materially adverse to the Debtor's estate. About NJOY Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and vaping products to wholesalers, distributors and retailers. The Company was the first major ENDS company to offer products across all form factors: disposable and rechargeable cigalikes, open system e-liquids and vaping devices, and advanced closed system e-liquids. The Debtor has no in-house manufacturing capabilities. Its hardware is sourced from two major suppliers in China. The Debtor sources e-liquids from facilities based in the United States. As of Sept. 9, 2016, the Debtor had a total of 15 employees. NJOY filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016. The case is assigned to Hon. Christopher S. Sontchi. NJOY has hired Gellert Scali Busenkell & Brown, LLC as counsel, Sierraconstellation Partners, LLC as financial advisor, Cohnreznick Capital Markets Securities Investment LLC as investment banker and UpShot Services LLC as notice and claims agent. NJOY INC: Hires Cohnreznick Capital as Investment Banker -------------------------------------------------------- NJOY, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Cohnreznick Capital Market Securities LLC as its investment banker, nunc pro tunc to the Petition Date. Jeffrey R. Manning, CTP, managing director, will lead the engagement. CRCMS will assume the role provided by Barclays Capital, Inc., who has been providing the Debtor on strategic and restructuring initiatives over the past nine months preceding the Petition Date. Subject to the Bankruptcy Court's approval and consistent with the engagement letter dated Sept. 16, 2016, CRCMS will: (a) evaluate the business, operations and financial position of the Debtor; (b) assist the preparation of materials, including business, financial information, and descriptive memoranda, to be provided to potential bidders, prepare the Debtor for the marketing process, and contact prospective bidders; (c) assist the Debtor in establishing criteria for potential bidders, identify, screen, contact, and rank prospective bidders, and evaluate proposals received from potential bidders; (d) counsel the Debtor on negotiations with bidders and their advisors; (e) direct and coordinate the due diligence process; (f) provide timely reporting to the Debtor and other stakeholders on the status and progress of the above; (g) assist the Debtor and its other advisors through the closing process; and (h) advise the Debtor on other matters that may arrive from time to time during the Agreement. CRCMS will be compensated as follows: Retainer Fee: For the services described above, prior to any bankruptcy filing the Company will pay CRCMS a retainer of $100,000, with $50,000 payable upon the execution of the Agreement and $50,000 payable on or about Oct. 17, 2016, subject to approval of the Bankruptcy Court. The Retainer Fee is non-refundable and earned upon the execution of the Agreement. Progress Payment: In the event a stalking horse bidder is established by the Bankruptcy Court, then CRCMS will earn a progress payment of $100,000, subject to Court review and approval. Transaction Fee: In the event that the Debtor enters into one or more definitive agreements or transactions pursuant to which a majority of the Debtor's assets is to be transferred for consideration, then the Debtor will pay to CRCMS, upon the Debtor's receipt of cash proceeds from the sales, as consideration for its services, a transaction fee equal to an amount determined as follows: (i) if the aggregate amount of cash proceeds received by the Debtor from the sales for permanent application to the Revolving Obligations is less than the amount equal to (X) the Revolving Obligations (as defined in the Ratification Agreement approved by the United States Bankruptcy Court for the District of Delaware in connection with the case commenced by the Debtor under Chapter 11 of the Bankruptcy Code), plus (Y) $300,000, then the Transaction Fee will be the greater of $200,000 or 3.0 percent (300 basis points) of the aggregate cash proceeds of the sales received by the Debtor; or (ii) if the aggregate amount of cash proceeds received by the Debtor from the sales for permanent application to the Revolving Obligations is equal to or greater than the amount equal to (X) the Revolving Obligations, plus (Y) $300,000, then the Transaction Fee will be the greater of $300,000 or 3.0 percent (300 basis points) of the aggregate cash proceeds of the sales received by the Debtor. Credit Bid: If the majority of the Debtor's assets are sold to one or more holders of debt secured by the assets of the Company in connection with a credit bid by those secured creditors, then CRCMS will earn a fee to be paid by those successful bidders equal to the $300,000, plus 3.0% of cash raised relating to the Credit Bid to cover administrative and other expenses. In addition to any fees payable to CRCMS, the Debtor will reimburse CRCMS for all of its actual, reasonable and documented out-of-pocket expenses as they are incurred in entering into and performing services under the Engagement Letter. As part of the overall compensation payable to CRCMS under the terms of the Engagement Letter, the Debtor has agreed to indemnify and hold harmless CRCMS from and against all claims, direct damages, losses and actual out-of-pocket expenses, including court costs and reasonable attorneys' fees and, at CRCMS's option, will defend CRCMS against any claim, due to CRCMS's provision of services under the agreement other than claims arising from CRCMS's own gross negligence, bad faith, or willful misconduct. To the best of the Debtor's knowledge, CRCMS: (a) is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code; (b) does not hold or represent an interest materially adverse to the Debtor's estate; and (c) has no connection to the Debtor, its creditors, or related parties. "The Debtor submits that the retention of CRCMS is in the best interests of all parties in interest in this chapter 11 case. CRCMS is a preeminent investment banking firm that is intimately familiar with the Debtor's business. Denial of the relief requested herein will deprive the Debtor of the assistance of uniquely qualified investment banking professionals from the onset of the case," said Michael Busenkell, Esq., at Gellert Scali Busenkell & Brown, LLC, one of the Debtor's attorneys. About NJOY Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and vaping products to wholesalers, distributors and retailers. The Company was the first major ENDS company to offer products across all form factors: disposable and rechargeable cigalikes, open system e-liquids and vaping devices, and advanced closed system e-liquids. The Debtor has no in-house manufacturing capabilities. Its hardware is sourced from two major suppliers in China. The Debtor sources e-liquids from facilities based in the United States. As of Sept. 9, 2016, the Debtor had a total of 15 employees. NJOY filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016. The case is assigned to Hon. Christopher S. Sontchi. NJOY has hired Gellert Scali Busenkell & Brown, LLC as counsel, Sierraconstellation Partners, LLC as financial advisor, Cohnreznick Capital Markets Securities Investment LLC as investment banker and UpShot Services LLC as notice and claims agent. NORMAN EDWARD McMAHON: Amended Chapter 11 Plan Filed ---------------------------------------------------- Norman Edward McMahon filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a disclosure statement in reference to his amended plan of reorganization. The Debtor's Amended Plan of Reorganization contains eight classes. Class 1 is all priority Claims. Classes Two through Six are classes which each contain a separate secured claim, namely the respective secured claims of NCM; Wells Fargo Home Mortgage; ESSA; US Bank, as Custodian for PFS Financial I, LLC; Benjamin A. Burrows and Green, Silverstein & Groff, LLC. Class 7 is the priority portion of the claim of the Pennsylvania Department of Revenue. Class 8 is the residual class of unsecured creditors. Class 1 is unimpaired by this Plan, and each holder of a Class 1 Priority Claim will be paid in full, in cash, upon the later of the effective date of this Plan as defined in Article VII, or the date on which such claim is allowed by a final non-appealable order. Class 2 is Impaired. The Debtor will extend the date of maturity of the obligation in exchange for additional amounts of the obligation. Class 3 is Impaired. The Debtor will pay off in full with proceeds of sale of the Home. Class 4 is Impaired. The Debtor will pay off in full as allowed with proceeds of sale of the Home. Class 5 is Impaired and will be paid in full from proceeds of sale of business property. Class 6 is Impaired. The Debtor will avoid liens on properties to be sold, pay off remaining secured portion of claims, and unsecured portions will be paid the same as unsecured claims, i.e., 25 % o the claim. Class 7 is Impaired. The Debtor will pay the Claim in full on effective date from proceeds from operation of business. Class 8 will be paid 25% on effective date from proceeds from operation of business. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-11874-0084.pdf The Disclosure Statement also recounts that the the Debtor successfully moved to extend the automatic stay in this case beyond the 30-day period due to a prior dismissed case within the past year, per the Court's Order of April 22, 2016. Mr. McMahon was formerly a debtor in a Chapter 13 case. On April 21, 2016, the Court signed an Order establishing June 1, 2016, as the Bar Date for the filing of all but governmental claims, for which the Bar Date is statutorily established as September 14, 2016. Only 10 claim have been filed, all of which are secured except for two small unsecured claims totaling less than $2000 and a late-filed, disputed claim of the Debtor's counsel in his first case of about $20,000. It is not anticipated that any additional governmental claims will be filed in addition to a small state tax claim totaling about $3700. On June 21, 2016, the United States Trustee filed a motion to dismiss this case, principally because requisite Reports were not filed. On July 2, 2016, the Debtor filed his Initial Response to this Motion. A hearing was initially scheduled on the Motion on August 3, 2016, but it has been continued until September 28, 2016. On June 22, 2016, the Debtor filed a Motion Seeking Permission to Enter into a Note Modification Agreement with his largest creditor, NCM. Basically, this Agreement would extend the maturity of the Debtor's loan from NCM for a year, until May 5, 2017, in consideration for an addition of approximately $75,000 to the loan balance. An untimely Objection to this Motion (and to confirmation of the Plan) was filed by ESSA on July 20. The Motion was also initially scheduled for a hearing on August 3. The Debtor initially requested a continuance of this hearing until August 31. ESSA withdrew its Objection to the Motion on August 9. On August 24, 2016, both ESSA and NCM filed motions seeking relief from the automatic stay to foreclose on their respective mortgage. On August 30, the Debtor filed a Motion for permission to sell the Business Property for $175,000 and to appoint B. John Duffy of Duffy Real Estate, Inc. to sell the Home. A hearing on the sale motion is scheduled on September 28, 2016, along with motions to avoid judicial liens obtained against the Home and the Business Property held by Benjamin A. Burrows and Green, Silverstein and Groff, LLC, in order to facilitate the planned sales of the Home and the Business Property. On September 9, 2016, the Debtor filed an Amended Chapter 11 Plan, and the Amended Disclosure Statement, scheduling the Disclosure Statement and plan confirmation process for a hearing on October 5. Norman Edward McMahon filed a Chapter 13 bankruptcy petition (Bankr. E.D. Penn. Case No. 16-11874) on March 18, 2016. The case was later converted to Chapter 11. The Debtor is the owner and president of Payall Solutions, LLC, a payroll processing firm. The Debtor is represented by David A. Scholl, Esq., in Philadelphia, PA. NORTHERN BEEF: Ch. 11 Professionals Won't Be Paid from Trustee Fund ------------------------------------------------------------------- In the case captioned In re: NORTHERN BEEF PACKERS LIMITED PARTNERSHIP Tax ID/EIN 26-2530200, Chapter 7, Debtor, Bankr. No. 13-10118 (Bankr. D.S.D.), Judge Charles L. Nail, Jr., of the United States Bankruptcy Court for the District of South Dakota rendered a decision on the final fee applications filed by Cozen O'Connor and Bantz, Gosch & Cremer, L.L.C., counsel for the debtor Northern Beef Packers Limited Partnership, and the payment of certain chapter 11 fees to Robbins, Salomon & Patt, Ltd., and Dougherty & Dougherty, LLP, counsel for the Official Committee of Unsecured Creditors, that were previously awarded but not authorized to be paid. Judge Nail held that the chapter 11 professionals will not be awarded or paid from the funds held by the trustee, Forrest C. Allred, any additional fees for services rendered and expenses incurred through April 5, 2014. By the Court's calculations, Cozen O'Connor and Bantz, Gosch still have $61,469.56 in fees that may be paid from the professional fee carve-out. To the extent court-approval of these fees is necessary before the carve-out funds are released, the firms will be awarded pre-April 6, 2014 fees of $61,469.56. This sum shall be paid only from the professional fee carve-out and should be allocated between the two firms pro rata based on their total fees sought through April 5, 2014. Judge Nail also awarded Cozen O'Connor $156,217.08 for services necessary to the administration of the estate from April 6, 2014 through the conversion of the case on April 27, 2015 and attendant expenses and sales tax, but excluding services related to the Scott Olson Digging, Inc. litigation, and authorized the trustee, Forrest C. Allred, to pay these fees from the funds he has on hand. Judge Nail authorized Trustee Allred to pay Robbins, Salomon & Patt, Ltd. $42,422.67 from funds on hand for the firm's previously awarded fees for services rendered and expenses incurred as counsel for the Official Committee of Unsecured Creditors from April 6, 2014 to April 27, 2015. Judge Nail also authorized Trustee Allred to pay Dougherty & Dougherty, LLP $11,768.40 from funds on hand for the firm's previously awarded fees for services rendered and expenses incurred as counsel for the Official Committee of Unsecured Creditors from April 6, 2014 to April 27, 2015 and for preparing its final fee application. A full-text copy of Judge Nail's August 29, 2016 order is available at https://is.gd/6SoV2F from Leagle.com. Northern Beef Packers Limited Partnership is represented by: James M. Cremer, Esq. Thomas P. Kane, Esq. Joel D. Nesset, Esq. Steven H. Silton, Esq. Thomas G. Wallrich, Esq. COZEN O'CONNOR 33 South 6th Street, Suite 4640 Minneapolis, MN 55402 Tel: (612)260-9000 Fax: (612)260-9080 Email: tkane@cozen.com jnesset@cozen.com ssilton@cozen.com twallrich@cozen.com twallrich@cozen.com -- and -- Rory King, Esq. BANTZ, GOSCH & CREMER, LLC 305 Sixth Avenue S.E. Aberdeen, SD 57401 Tel: (605)225-2232 Fax: (605)225-2497 Forrest C. Allred, Trustee, is represented by: Patrick T. Dougherty, Esq. DOUGHERTY & DOUGHERTY, LLP 100 N. Phillips Avenue, Suite 705 Sioux Falls, SD 57101-2376 Tel: (605)335-8586 Fax: (605)331-2519 Email: pat@ptdlawfirm.com -- and -- Steven R. Jakubowski, Esq. ROBBINS, SALOMON & PATT, LTD. 180 N. LaSalle Street, Suite 3300 Chicago, IL Tel: (312)782-9000 Fax: (312)782-6690 Email: sjakubowski@rsplaw.com About Northern Beef Packers Northern Beef Packers Limited Partnership, which operates a beef processing facility that opened in October 2012, filed for Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19, 2013. Karl Wagner signed the petition as chief financial officer. Judge Charles L. Nail, Jr., presides over the case. The Debtor estimated assets of at least $50 million and debts of at least $10 million. James M. Cremer, Esq., at Bantz, Gosch, & Cremer, L.L.C., serves at the Debtor's counsel. Steven H. Silton, Esq., at Cozen O'Connor serves as co-counsel. Lincoln Partners Advisors LLC serves as financial advisors. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors in the case. Robbins, Salomon & Patt, Ltd. serves as it lead counsel. Patrick T. Dougherty serves as its local counsel. OAK RIVER ASSET: Taps Coldwell Banker as Real Estate Broker ----------------------------------------------------------- Oak River Asset Management LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a real estate broker. The Debtor proposes to hire Coldwell Banker Residential Brokerage to market a residential property located at 119 Furlong Lane, Bradbury, California. In the event of a sale of the property, Coldwell Banker will be paid a commission of 5% of the purchase price. The listing price for the property will be $9.995 million. Colwell Banker may cooperate with and compensate other brokers participating through the multiple listing services by offering them 2.5% of the purchase price, which would be deducted from the firm's commission. Gary Lorenzini, a realtor of Coldwell Banker, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm may be reached at: Gary Lorenzini Realtor Coldwell Banker Residential Brokerage 15 E Foothill Blvd Arcadia, CA 91006 Direct Phone: (626) 688-1698 Work Phone: (626) 688-1698 Fax: 626.574.1561 E-mail: glorenzini@coldwellbanker.com The Debtor is represented by: David B. Golubchik, Esq. Eve H. Karasik, Esq. Jeffrey S. Kwong, Esq. Levene, Neale, Bender, Yoo & Brill LLP 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: ehk@lnbyb.com Email: jsk@lnbyb.com About Oak River Oak River Asset Management LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 16-19233) on July 12, 2016. The petition was signed by Lawrence Perkins, authorized agent. The case is assigned to Judge Deborah J. Saltzman. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debts at $500,000 to $1 million. P & G FITTINGS: Seeks to Employs Francis Corbett as Counsel ----------------------------------------------------------- P & G Fitting, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Francis E. Corbett as counsel, nunc pro tunc to the September 9, 2016 petition date. The Debtor requires Francis Corbett to handle its pending bankruptcy case. Francis Corbett will be paid at the hourly rate of $250 and will be reimbursed for reasonable out-of-pocket expenses incurred. After the payment of the filing fee from a $4,000.00 deposit in escrow, the Debtor had paid Francis Corbett a retainer of $2,283.00. Francis E. Corbett, an attorney employed by the Debtor, assured the Court that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Francis Corbett can be reached at: Francis E. Corbett, Esq. FRANCIS E. CORBETT 1420 Grant Building, 310 Grant Street Pittsburgh, PA 15219 Tel.: (412) 456-1882 Email: fcorbett@fcorbettlaw.com About P & G Fittings P & G Fittings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-23033) on August 17, 2016. The petition was signed by Paul Marshall, president. The Debtor is represented by Francis E. Corbett, Esq. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. PAUL GREMILLION: Disclosures Okayed; Plan Hearing on Oct. 5 ----------------------------------------------------------- The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana has approved Paul Gremillion, Sr.'s fourth amended disclosure statement dated Sept. 6, 2016, describing the Debtor's fourth amended plan of reorganization. A hearing will be held on Oct. 5, 2016, at 9:00 a.m. to consider the confirmation of the Debtor's Plan. Objections to the Plan must be filed by Sept. 28, 2016. Sept. 28 is also fixed as the last day for filing acceptances or rejections of the Debtor's Plan. Paul Gremillion, Sr., filed a voluntary Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 15-13063) on Nov. 24, 2015, and is represented by John C. Anderson, Esq., at Anderson & Daniels, LLC. PERRY PETROLEUM: Martin's Pastry Resigns as Committee Member ------------------------------------------------------------ Andrew R. Vara, Acting U.S. Trustee for Region 3, on Sept. 22 removed Martin's Famous Pastry Shoppe, Inc., from the official committee of unsecured creditors of Perry Petroleum Equipment Ltd., Inc. Martin's resigned from the Committee on Sept. 16, 2016. As reported by the Troubled Company Reporter on Aug. 16, 2016, the U.S. Trustee appointed three creditors to serve on the Committee. The committee members now include: (1) Tyson Hill Excavating, Inc. 374 Deamer Lane Mifflintown, PA 17059 (2) Ultracon Inc. 19722 State Route 706 Montrose, PA 18801 Tel: (570) 278-3930 Fax: (570) 278-9146 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Perry Petroleum Equipment Ltd., Inc. Perry Petroleum Equipment Ltd., Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Penn. Case No. 16-02449) on June 9, 2016. Hon. Mary D. France presides over the case. Law Offices of Lawrence G. Frank represents the Debtor as counsel. In its petition, the Debtor listed $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Brian D. Sheaffer, president. PHOENIX SERVICES: S&P Affirms 'B' CCR, Outlook Stable ----------------------------------------------------- S&P Global Ratings said it affirmed its 'B' corporate credit rating on Kennett Square, Pa.-based Phoenix Services International LLC. The outlook is stable. At the same time, S&P affirmed its 'B+' issue-level rating on the company's senior secured debt. S&P's recovery rating on the term loan remains '2', indicating its expectation for substantial (70% to 90%; at the lower end of the range) recovery in the event of a payment default. "Our revision of Phoenix Services' financial risk profile is based on our assumption that debt to EBITDA will be about 5x in 2016," said S&P Global Ratings credit analyst William Ferara. Debt to EBITDA for the trailing 12 months ended June 30, 2016 and at year-end 2015 were at or slightly above 5x. S&P views Phoenix Services' financial risk profile as highly leveraged consistent with S&P's methodology for companies owned by financial sponsors and based on our view that debt leverage is expected to be at or above 5x. For 2016, S&P also forecasts funds from operations (FFO) to debt of about 10%-12% and EBITDA interest coverage of around 2x-2.25x. Recent quarterly performance has improved slightly because of favorable domestic demand trends and lower import levels. Trade case filings and determinations against China and other steel exporting countries have caused hot-rolled coil spot prices to increase to about $550 per ton currently from the $400 per ton in early 2016. Although the recent rally in steel prices has faded somewhat, S&P still expects steel prices to remain at levels that will help sustain credit metrics in 2016, but to remain volatile over the long term depending on continued global overcapacity and end-market demand (especially construction and auto). S&P also revised its assessment of Phoenix Services' comparable rating modifier to neutral from negative. The company's size and scope, which is smaller than that of industry leaders, and its sole dependence on the steel sector are comparable to peer companies for the 'b' anchor rating. Also, the company's credit ratios are within the range deemed adequate for the highly leveraged financial risk profile. The stable outlook reflects S&P's expectation that despite somewhat volatile industry conditions Phoenix Services' business model will support cash flow generation adequate for the rating over the next 12 months. S&P expects the company to generate adjusted debt to EBITDA of about 5x in 2016. S&P also expects the company to prudently manage growth and shareholder-friendly initiatives. PINNACLE OPERATING: Moody's Lowers CFR to Caa1, Outlook Negative ---------------------------------------------------------------- Moody's Investors Service downgraded Pinnacle Operating Corporation's Corporate Family Rating to Caa1 from B3. The downgrade reflects the company's tight liquidity with lower availability under the ABL revolver, caused by the reduced inventory values due to lower fertilizer pricing. In order to address its near-term liquidity needs, Pinnacle has added $75 million in unrated term loan debt, due Nov. 15, 2018, further driving up its already high leverage. The new debt is in the form of a $50 million first lien delayed draw term loan and a $25 million 1½ lien delayed draw term loan. Moody's expects that the lower fertilizer pricing environment, combined with potential for slower customer purchases, could reduce earnings such that it may be insufficient to cover 2016 interest expense and free cash flows could be negative. In conjunction with the downgrade of the CFR, Moody's also downgraded the Probability of Default rating (PDR) to Caa1-PD from B3-PD and the ratings on the first lien term loan due 2018 to Caa1 from B3, as well as the second lien senior secured notes due 2020 to Caa3 from Caa2. Pinnacle also has a $435 million ABL revolving credit facility due November 2017 that is unrated. The outlook is negative. Moody's took these actions: Ratings downgraded: Pinnacle Operating Corporation Corporate Family Rating -- to Caa1 from B3 Probability of Default Rating -- to Caa1-PD from B3-PD $337 million first lien term loan B due November 15, 2018 to Caa1 (LGD3) from B3 (LGD3) $300 million 9% second lien senior secured notes due Nov. 15, 2020 to Caa3 (LGD5) from Caa2 (LGD5) Ratings outlook – Negative RATINGS RATIONALE Pinnacle's CFR downgrade to Caa1 results from the addition of $75 million in incremental term loan debt and weaker availability under the ABL revolver due to low fertilizer pricing that has decreased inventory values. The added debt will increase the company's elevated leverage to 13.5x from 12.7x as of June 30, 2016, on a Moody's Adjusted basis, (or to 9.0x from 8.5x pro forma for acquisitions and synergies). Leverage has increased due to lower earnings resulting from meaningfully reduced fertilizer pricing that has compressed margins, as well as continued low crop pricing and stressed farmer economics and delayed purchasing. The downgrade also reflects Moody's expectations that Pinnacle may not be able to fully support its interest expense from earnings in 2016; interest coverage is currently tight at 1.0x as of June 30, 2016 on a Moody's Adjusted basis (1.5x pro forma for acquisitions and synergies). There is also uncertainty regarding earnings from its acquired retail assets and agricultural supply centers, which have a limited operational track record; in the second quarter of 2016, the company wrote down about $74 million in goodwill and impairment due to the expectation for lower future profitability in some of its previously acquired assets. Pinnacle is subject to the vagaries and seasonality of the North American agricultural market, which concentrates sales and profitability in the June quarter each year, as well as creates large demands on working capital and cash flow during the year, especially during the end of the third quarter and beginning of the fourth quarter. The company's performance is subject to factors beyond its control such as weather, fertilizer prices, and crop prices, which can depress profitability for more than one season. Because the company has some regional concentration, it has at times experienced greater impacts from weather events, compared to its larger and more geographically diverse competitors. Wet weather reduced demand in 2015 and low fertilizer and crop prices in 2016 have reduced sales; lower prices are likely to continue to negatively impact sales through 2017. The company's rating is supported by Pinnacle's base of retail stores and expanded regional footprint, which initially gained critical mass from the acquisition of Jimmy Sanders, Inc. in 2012. Sanders operations have historically benefited from better fundamentals in the Southeastern US (crop diversity, fewer droughts, etc.). The company added another 21 acquisitions in 2014 and 15 acquisitions in 2015. Pinnacle's sales have increased from $402 million in 2009 to approximately $1.6 billion as of LTM June 30, 2016 due to its rapid growth through both levered acquisitions and organic expansion. The company's 2016 plans that include reduced spending on growth and a focus on cost cutting, have not offset the negative impact of weaker market fundamentals. While the long-term fundamentals in the agricultural industry are favorable, low fertilizer and crop prices are expected to continue to adversely impact financial performance through 2017. Historically, the agricultural distribution model has been a relatively stable business with positive free cash flow generation and high single digit EBITDA margins; however, aggressive debt-financed expansions have stressed Pinnacle. Liquidity Pinnacle's weak liquidity reflects low cash balances and reduced availability under its ABL revolver to support working capital. While the company generated $24 million in retained cash flow (RCF) in the LTM ending June 30, 2016, Moody's expects that free cash flow in 2016 will be negative. As of late September, Pinnacle has less than $80 million of availability under its $435 million asset-based (ABL) revolver, which matures in November 2017. Due to low fertilizer pricing and stressed agricultural markets, Pinnacle's ABL revolver is not fully available to meet the seasonal liquidity needs of the company's current level of retail distributors. The company has also indicated that it would pursue an extension of the maturity of the revolver as it is nearing the date at which this obligation will become current (in November 2016). Due to the seasonality of business, Pinnacle has high borrowing needs in early fall as well as working capital uses in the first half of the year; the end of the fourth quarter is typically when ABL borrowings decline. As a result of a decline in fertilizer pricing, and resulting lower earnings generated from fertilizer sales, Moody's expects free cash flow to be negative in 2016. The ABL and term loan have provisions for accordion features, subject to bank approval, that could be used to finance further acquisitions. Capital expenditure requirements are typically under $40 million annually. In 2016, acquisitions are not expected to be a meaningful use of cash since the company will instead prioritize operating efficiencies and cost reduction. However, Pinnacle has a relatively high cost of capital that results in over $70 million of interest expense annually. Pinnacle also has amortization payments of 1% per annum on the first lien term loan. The first lien term loan agreement requires that excess cash flow be used to repay the term loan, subject to a net first lien leverage test. The company has no maintenance covenants. All assets are encumbered by the secured credit facilities and notes, leaving no alternative sources of liquidity. Pinnacle also utilizes third parties to finance trade receivables, in support for customer credit programs, to fund its working capital. There was $70 million outstanding under its trade receivables financing program, which accelerates cash collections and reduces counterparty credit exposure. Additionally, Pinnacle participates in a third party financing agreement for customer loans which had participations of $5.3 million as of June 30, 2016. The negative outlook reflects Pinnacle's near-term liquidity tightness, earnings challenges that are likely to be protracted, and that the preponderance of earnings are realized in the second quarter, thus it has limited ability to meaningfully improve metrics over the rest of the year. The outlook also assumes that the agricultural industry will remain challenged through 2017. Moody's would consider stabilizing the outlook if the company improves its liquidity position, extends it revolver maturity, or reduces debt. Conversely, if the company has further deterioration in liquidity, Moody's would downgrade the rating. Additionally, if the company fails to extend its ABL revolver maturity or if it does not realize working capital improvements, the ratings could be downgraded. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. Pinnacle Operating Corporation, formed in mid-2012 by the financial sponsor, Apollo Global Management LLC, is an agricultural input (seed, fertilizer, and crop protection chemicals) supply and distribution business. Pinnacle has an extensive network of over 175 retail locations and depots serving 28 states, but it is still concentrated in the Southern United States. Revenues were $1.6 billion for the twelve months ended June 30, 2016. PINNACLE OPERATING: S&P Cuts CCR to CCC on Increased Liquidity Risk ------------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Colorado-based Pinnacle Operating Corp. to 'CCC' from 'CCC+'. The outlook is negative. S&P is also revising the issue-level rating on the company's first-lien debt to 'CCC' from 'CCC+. The associated recovery rating remains '4,' indicating S&P's expectation of average (upper half of the 30%-50% range) recovery in the event of payment default. At the same time, S&P is lowering the issue-level rating on the company's second-lien debt to 'CC' from 'CCC-.' The associated recovery rating remains '6,' indicating S&P's expectation of negligible (0%-10%) recovery in the event of payment default. S&P believes that Pinnacle's liquidity position has deteriorated from previously expected levels. A further weakening of the operating environment, including weaker-than-anticipated pricing, has contributed to a weakening of liquidity. As a result, S&P is revising its liquidity assessment to less than adequate. This, combined with S&P's expectation that operating performance will be slow to recover from a historically weak 2015, has resulted in the downgrade of the company to 'CCC'. Also, the rating outlook is now negative. The negative outlook reflects S&P's belief that there are added refinancing risks associated with the company's debt maturity profile, with the asset-based loan (ABL) coming due in November 2017, given the company's current liquidity needs and high leverage. Despite improvements from acquisition-related EBITDA, S&P expects its adjusted credit metrics to be weak in 2016 due to industry risks, including adverse pricing. "Although our expectations for 2016 include a full year of contribution from the company's many acquisitions undertaken in 2015, we are not expecting fundamental improvement to the company's core businesses because we believe that the operating environment will be more depressed than we previously expected. At the current rating, we expect that debt to EBITDA (on a weighted average of historical and projected numbers) will remain slightly above 10x over the next 12 months. We now factor in the possibility that leverage could be higher for brief periods due to short-term borrowings the company may undertake to shore up liquidity. We continue to expect the ratio to be in the high-single digits in 2016 and 2017, a level we consider to be unsustainable in the current operating environment. We assume that management and the company's owners will support credit quality and, therefore, we have not factored into our analysis any distributions to shareholders or significant debt-funded capital spending," S&P said. The company's ABL is due in November 2017 and S&P believes that the company's current liquidity situation has elevated the company's refinancing risk. S&P could lower ratings further if the company is unable to refinance or extend its ABL maturity in a timely manner. S&P could also lower ratings should the company face any problems pertaining to covenant compliance. S&P could also lower ratings further if the company increases its leverage, which could be prompted by the undertaking of any debt-funded acquisitions or if earnings were to weaken due to erosion in margins, which could result from product mix shifts, operating inefficiencies related to acquisitions, higher selling, general, and administrative expenses, or a prolonged period of severe weather or other adverse industry conditions, to name a few possible causes. S&P could also lower the ratings if it no longer deems management or financial-sponsor ownership to be supportive of the company's overall credit quality. S&P could raise ratings on the company if they are able to successfully refinance their ABL in a timely manner and if the company is able to improve its liquidity position to levels that S&P considers adequate, with sustainable sources equal to or greater than 1.2x uses. This could happen either through an improvement in operational cash flow or through an equity infusion from the parent. It is unlikely that S&P would raise ratings if the company is unable to refinance or replace its ABL facility. PODIUM PERFORMANCE: Wants to Use Suntrust Bank Cash Collateral -------------------------------------------------------------- Podium Performance, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida for authorization to use cash collateral. The Debtor relates that Suntrust Bank, N.A. may claim a purchase money security interest in any and all equipment which the Debtor owns or later acquires with the proceeds of the financing provided by the Suntrust Bank, and related all accessions, additions, replacements and substitutions, as well as all related records, and all related proceeds. The Debtor further relates that if Suntrust Bank's secured interest is valid, it would render the Debtor's cash and receivables as collateral. The Debtor owes Suntrust Bank approximately $469,000. Suntrust's lien is also secured by real property owned by a non-debtor. The Debtor seeks the Court's authorization to use Suntrust's cash collateral to pay the Debtor's regular operating expenses in the regular course of business, as well as the administrative expenses in the Chapter 11 proceedings as they become due. The Debtor tells the Court that the use of the cash collateral is necessary for an effective reorganization and to avoid harm to the Debtor's bankruptcy estate and the unsecured creditors. The Debtor further tells the Court that it needs to be able to pay its regular business expenses, as well as its administrative expenses as they become due, to continue operating as a going concern, and to maintain compliance with the guidelines of the Office of the U.S. Trustee. A full-text copy of the Debtor's Motion, dated September 23, 2016, is available at https://is.gd/xN5Yoc About Podium Performance Podium Performance, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-21400) on August 18, 2016. The petition is signed by Peter Willis, managing member. The Debtor is represented by Nadine V. White-Boyd, Esq., at White-Boyd Law. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million at the time of the filing. PUERTO RICO: Federal Oversight Board to Hold First Meeting Sept. 30 ------------------------------------------------------------------- The American Bankruptcy Institute, citing Nick Brown of Reuters, reported that Puerto Rico's newly created federal oversight board, charged with helping the U.S. commonwealth navigate through a crushing $70 billion debt burden, announced it will hold its first meeting in New York City on Sept. 30. According to the report, the seven-member board, created by the U.S. Congress in part to stave off a massive default and help the Puerto Rican government renegotiate its debt obligations, is scheduled to meet at 8:30 a.m. EDT (1230 GMT), when it will elect a chairperson, the board said in a statement. The board also said it will formally request from Puerto Rico's governor the submission of a fiscal turnaround plan, which is a key requirement of the federal Puerto Rico rescue law that created the board, known as PROMESA, the report related. The turnaround plan must ultimately be approved by the board, which has broad powers to approve the island's budgets and facilitate debt restructuring talks, the report further related. The board is comprised of four Republicans, including former Puerto Rico Government Development Bank Chairman Carlos Garcia and bankruptcy expert David Skeel, a professor at the University of Pennsylvania Law School; and three Democrats, including former New York bankruptcy judge Arthur Gonzalez, the report said. QUEENSBORO 1: Taps David W. Steen as Legal Counsel -------------------------------------------------- Queensboro 1, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire David W. Steen P.A. The firm will serve as the Debtor's legal counsel in connection with its Chapter 11 case. The firm's professionals and their hourly rates are: David W. Steen $450 Associate/Contract Attorney $300 Paralegal $160 Legal Assistant $140 In a court filing, Mr. Steen disclosed that no attorney employed by his firm represents any entity adverse to the Debtor or its bankruptcy estate. The firm can be reached through: David W. Steen, Esq. David W. Steen P.A. 602 S. Boulevard Tampa, FL 33606 Phone: (813) 251-3000 Email: dwsteen@dsteenpa.com About Queensboro 1 Queensboro 1, LLC, owns a shopping center located in Saint Petersburg, Florida. Queensboro filed Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-07289) on August 24, 2016. The petition was signed by Larry J. Newsome, president of managing member. David W Steen, Esq., at David W. Steen, P.A., serves as the Debtors' counsel. The Company estimated both assets and liabilities in the range of $1 million to $10 million. RAILYARD COMPANY: Magistrate Recommends Upholding of Trustee Order ------------------------------------------------------------------ Magistrate Judge Carmen E. Garza of the United States District Court for the District of New Mexico recommended that Thorofare Asset Based Lending Fund III, L.P.'s Motion to Dismiss Steve Duran's Appeal, or in the alternative, to Summarily Affirm the Bankruptcy Court be granted in part and denied in part and, the Order Granting Motion to Appoint Trustee and Directing United States Trustee to Appoint Trustee be affirmed because Appellant failed to provide the Court with records from the Bankruptcy Court proceeding or respond to the Motion. This matter comes before the Court on appeal from the Order Granting Motion to Appoint Trustee and Directing United States Trustee to Appoint Trustee entered by the United States Bankruptcy Court for the District of New Mexico on March 30, 2016. The Appellee is Debtor Railyard Company, LLC's largest creditor and holder of a Note and a Leasehold Mortgage and Security Agreement covering commercial real property in Santa Fe, New Mexico. The Appellant is a member of the Debtor's company. U.S. District Judge Martha Vazquez referred this case to U.S. Magistrate Judge Carmen E. Garza to perform legal analysis and recommend an ultimate disposition. Magistrate Garza pointed out the only document provided to the Court was the Notice of Appeal, which contains the one page Order without the Memorandum Opinion attached. Absent the relevant information regarding the Bankruptcy Court's decision, including a transcript from the Trustee Hearing or any type of documentation, the Court is unable to review the decision, the magistrate said. Additionally, Appellant had fourteen days to respond to this Motion, but did not respond by July 11, 2016, the magistrate further pointed out. Because the time to respond to this Motion has passed, and "[t]he failure of a party to file and serve a response in opposition to a [M]otion within the time prescribed for doing so constitutes consent to grant the [M]otion[,]" the Court will assume that the Appellant consents to the Appellee's requested relief. Therefore, the Court finds that the Order of the Bankruptcy Court to appoint a trustee should be affirmed. The appeals case is STEVE DURAN, Appellant, v. RECREATIONAL EQUIPMENT, Inc. et al, Appellees, CIV No. 16-295 MV/CG (D.N.M.). A full-text copy of the Proposed Findings and Recommended Disposition dated September 14, 2016 is available at https://is.gd/z1bc2V from Leagle.com. Railyard Company, LLC is represented by: Christopher D. Dvorak, Esq. William F. Davis, Esq. WILLIAM F. DAVIS & ASSOC., P.C. 6709 Academy NE, Suite A Albuquerque NM 87109 Telephone: (505)243-6129 Facsimile: (505)247-3185 Email: daviswf@nmbankruptcy.com Recreational Equipment, Inc. is represented by: Charles R. Hughson, Esq. Henry M. Bohnhoff, Esq. RODEY, DICKASON, SLOAN, AKIN, ROBB, PA 201 3rd Street NW, Suite 2200 Albuquerque, NM 87102 Tel: (505)765-5900 Fax: (505)768-7395 Email: chughson@rodey.com hbohnhoff@rodey.com Thorofare Asset Based Lending Fund III, LP is represented by: Jaqueline N. Ortiz, Esq. Benjamin E. Thomas, Esq. Katharine C. Downey, Esq. SUTIN, THAYER & BROWNE A Professional Corporation P.O. Box 1945 Albuquerque, NM 87103-1945 Telephone: (505) 883-3497 Email: jno@sutinfirm.com bet@sutinfirm.com kcd@sutinfirm.com Office of the U.S. Trustee is represented by: Alice Nystel Page, Esq. About Railyard Company Railyard Company, LLC, owns and developed two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor is represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. The Debtor's Chapter 11 petition says the Company has about $11.2 million in debts and $13.8 million in assets. RALPH ISOM: Plan Outline to be Heard on Nov. 9 ---------------------------------------------- The U.S. Bankruptcy Court for the District of Ohio will convene a hearing on Nov. 9, 2016, at 1:30 p.m., to determine the adequacy of the Disclosure Statement in support of the Plan of Reorganization filed by Ralph Dean and Paula Isom. Brent T. Robinson, of Robinson & Tribe, at P.O. Box 396, in Rupert, Idaho, represent the Debtors. Ralph Dean and Paula Isom sought bankruptcy protection (Bankr. D. Idaho Case No. 15-40763) on July 31, 2015. RAMBUS INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ ------------------------------------------------------ Egan-Jones Ratings Company upgraded on Aug. 31, 2016, the senior unsecured ratings on debt issued by Rambus Inc. to BB+ from BB. REDIGI INC: Taps Kelley & Fulton as General Counsel --------------------------------------------------- ReDigi Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kelley & Fulton, P.L., as general counsel, nunc pro tunc to the September 9, 2016 petition date. The Debtor requires Kelley & Fulton to: (a) advise the Debtor generally regarding matters of bankruptcy law in connection with the case; (b) advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules, including local rules, pertaining to the administration of the Case and the U.S. Trustee Guidelines related to the daily operation of its business and administration of the estate; (c) represent the Debtor in all proceedings before the Court; (d) prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in the case; (e) negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and, (f) perform all other legal services for the Debtor, which may be necessary herein. Kelley & Fulton will be paid at these hourly rates: Partners attorney fees $425 Associate attorney fees $375 Kelley & Fulton will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the filing of the case, the Debtor agreed to pay Kelley & Fulton a retainer in the amount of $22,500.00, which includes the filing fee of $1,717.00. The Debtor has authorized the use of the retainer for pre-petition and post-petition services, with all post-petition services and costs subject to Bankruptcy Court approval. Likewise, the Debtor has agreed to pay the sum of $2,000.00 per month to Kelley & Fulton during the pendency of the case as a post-petition retainer toward future fees, with any balance to made available for funds needed for the initial plan payments after confirmation. Said funds will be maintained in Kelley & Fulton's trust account until appropriate fee applications are filed and fees and costs are approved by the Court. Craig I. Kelley, President of Kelley & Fulton, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kelley & Fulton can be reached at: Craig I. Kelley KELLEY & FULTON, P.L. 1665 Palm Beach Lakes Boulevard, Suite 1000 West Palm Beach, FL 33401 Tel: 561-491-1200 E-mail: craig@kelleylawoffice.com About ReDigi Inc. ReDigi Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-20809) on August 3, 2016, and is represented by Craig I Kelley, Esq., in West Palm Beach, Florida. At the time of the filing, the Debtor had $250 in total assets and $6,590,000 in total liabilities. The petition was signed by John Mark Ossenmacher, CEO. A copy of the Debtor's list of 16 unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-20809.pdf REGATTA CONSTRUCTION: Cash Collateral Use on Final Basis Allowed ---------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized Regatta Construction, Inc., to use cash collateral on a final basis. The Debtor was authorized to use cash collateral on the same terms and conditions as previously authorized. Judge Bailey directed the Debtor to become current with the monthly operating reports to the United States Trustee on or before Sept. 30, 2016 by 4:30 p.m. A full-text copy of the Order, dated Sept. 23, 2016, is available at http://tinyurl.com/htjaumc About Regatta Construction Regatta Construction, Inc., et al. filed for Chapter 11 protection (Bankr. D. Mass. Case No. 16-11885) on May 18, 2016. The petition was signed by Christian Tosi, president. Judge Frank J. Bailey presides over the case. The Debtor estimated assets of $1 million to $10 million and estimated liabilities of $0 to $50,000. The Debtor is represented by George J. Nader, Esq., at Riley & Dever, P.C. RELIABLE RACING: Can Use TD Bank Cash Until Sept. 30 ---------------------------------------------------- Judge Robert E. Littlefield, Jr. of the U.S. Bankruptcy Court for the Northern District of New York, authorized Reliable Racing Supply, Inc., to continue using cash collateral on an interim basis, until Sept. 30, 2016. The approved Budget covers the period Sept. 20, 2016 to September 30, 2016 and provides for total disbursements in the amount of $43,348. In addition to the reporting required under the Court's First Interim Order, the Debtor was ordered to provide weekly reports with regard to expenditures for the budget line item "Cost of Goods" and such reporting will contain all information as TD Bank may reasonably require. TD Bank was authorized to transfer from the DIP Account such funds that exceed the $40,000 Debtor in Possession Account Balance to the Debtor's account at TD Bank. TD Bank was further authorized to freeze and block withdrawals from the Excess Cash Account and apply the funds in the Excess Cash Account to the amount due pursuant to the TD Bank Loan Documents, upon the expiration of the Court's Interim Order A further interim hearing on the Debtor's Motion is scheduled on Sept. 30, 2016 at 10:00 a.m. A full-text copy of the Interim Order, dated Sept. 22, 2016, is available at https://is.gd/OGruCk A full-text copy of the approved Budget, dated Sept. 22, 2016, is available at https://is.gd/6rFxPr About Reliable Racing Supply Reliable Racing Supply, Inc., sells ski, bike and snowboard equipment through its store Inside Edge Ski, Board & Bike located at 643 Upper Glen Street, Queensbury, New York. It also sells ski racing products to its consumers through its Wintersports online catalog. Reliable Racing Supply, Inc., doing business as Inside Edge Ski & Bike, filed a chapter 11 petition (Bankr. N.D.N.Y. Case No. 16-10619) on April 7, 2016. The petition was signed by John Jacobs, president. The case is assigned to Judge Robert E. Littlefield, Jr. The Debtor disclosed assets of $2.98 million and liabilities of $2.55 million as of Feb. 29, 2016. The Debtor is represented by Meghan M. Breen, Esq., at Lemery Greisler, LLC. RESPONSE 1 MEDICAL: Taps Michael Hawes as Accountant ---------------------------------------------------- Response 1 Medical Staffing, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of California to employ Michael S. Hawes and Associates as Accountant. The Debtor requires Michael Hawes to (a) review company financials and prepare tax returns; and (b) advise management of strategies and best practices to ensure compliance with tax reporting requirements. Michael Hawes will be paid at $245.00 hourly rate. Michael Hawes will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Hawes did not receive a pre-petition retainer. Stephen M. Reynolds, Attorney for Response I Medical, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Michael Hawes can be reached at: Michael S. Hawes MICHAEL S. MICHAEL S. HAWES AND ASSOCIATES 4168 Douglas Blvd., Suite 300 Granite Bay, CA 95746 Phone: 916-791-9095 Fax: 916-791-9098 Email: admin@hawescpa.com About Response 1 Medical Response 1 Medical Staffing, Inc., filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 15-22618) on March 31, 2015, and is represented by Stephen M. Reynolds, Esq., in Davis, California. At the time of filing, the Debtor had $97,190 in total assets and $1,300,000 in total liabilities. The petition was signed by Tyler Covey, chief financial officer. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb15-22618.pdf RETREAT AT ZION: Can Get DIP Financing, Use Cash on Interim Basis ----------------------------------------------------------------- Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah authorized Retreat at Zion, LLC to obtain post-petition financing from Kirch & Todd Lending, and use cash collateral on an interim basis. The Debtor had outstanding secured debt pursuant to a promissory note owing to Riverbend Development, LLC in the original sum of $1,300,000 and a subordinate note and trust deed evidencing an obligation to Nancy Welti Sanchez in the original amount of $950,000. The Debtor granted first-priority security interests in and liens on its real property and substantially all of its fixtures and personal property to Riverbend Development, LLC, and granted a second-priority security interest in the real property owned by the Debtor to Nancy Welti Sanchez. Judge Thurman held that the Creditors are adequately protected by the equity cushion available in the assets to which they are secured. The Debtor was directed to make monthly adequate protection payments of $13,405 to Riverbend Development, and $5,595 to Nancy Sanchez. The Debtor was further directed to pay Kirch & Todd Lending the sum of $2,500 per month. Judge Thurman ordered the DIP Loan to be disbursed by Kirch & Todd Lending in $50,000 per month increments and only through a third-party escrow account. He further ordered that in no event will the $250,000 DIP loan amount be disbursed to the Debtor in one lump sum. A final hearing on the Debtor's use of cash collateral is scheduled on Nov. 4, 2016 at 9:30 a.m. A full-text copy of the Order, dated Sept. 22, 2016, is available at https://is.gd/4qJrjc Kirch & Todd Lending can be reached at: KIRCH & TODD LENDING 2 West St. George Blvd., Bldg. 5 St. George, UT 84770 About Retreat at Zion Retreat at Zions, LLC, filed a chapter 11 petition (Bankr. D. Utah Case No. 16-24525) on May 25, 2016. The petition was signed by Kevin Brough, managing member. The case is assigned to Judge William T. Thurman. The Debtor is represented by Franklin L. Slaugh, Esq., in Sandy, Utah. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million at the time of the filing. REVOLVE SOLAR: Court Declares Cash Collateral Use Null and Void --------------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas declared his Order authorizing Revolve Solar (TX) Inc. to use cash collateral on an interim basis null and void, as there have been no valid liens asserted against the Debtor’s assets, including cash collateral. The Troubled Company Reporter has reported earlier that Judge Davis had previously authorized the Debtor to to use cash collateral on an interim basis, acknowledging that an immediate and critical need exists for the Debtor to obtain funds in order to continue the operation of its business. He further acknowledged that without such funds, the Debtor will not be able to pay its payroll and other direct operating expenses and obtain goods and services needed to carry on its business during this sensitive period in a manner that will avoid irreparable harm to the Debtor's estate. Judge Davis had also granted the Debtor's secured lenders, Knight Capital Funding, National Funding, Inc., and PowerUp Lending Group, Ltd., with valid, binding, enforceable, and perfected liens co-extensive with their pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor. The secured lenders were also granted replacement liens and security interests, subject and subordinate in priority to existing prepetition validly secured creditors, against the Debtor's accounts receivable originating postpetition and any and all cash or other proceeds from those receivables. A full-text copy of the Interim Order dated September 19, 2016 is available at https://is.gd/rRrM9c About Revolve Solar (TX) Inc. Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. each filed chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31, 2016. The petitions were signed by Tim Padden, president. The Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. Revolve Solar, Inc. and Revolve Solar (TX) Inc.'s cases are assigned to Judge Tony M. Davis, while Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B. Mott. The Debtors each estimated assets and liabilities at $1 million to $10 million at the time of the filing. RICE BUILDING: Disclosure Statement Hearing Set for Oct. 19 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York will hold a hearing to consider approval of the disclosure statement explaining Rice Building LLC's Chapter 11 exit plan on Oct. 19, 2016, at 10:30 a.m. in Albany. Objections to the Disclosure Statement are due no later than seven days prior to the hearing. As reported by the Troubled Company Reporter, Rice Building, LLC, filed a disclosure statement dated Sept. 6, 2016, to accompany its Chapter 11-exit plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/14-11051-188.pdf The Debtor owned and operated real property located at 35, 37, 39, 41, and 42 Elberon Place, in Albany, New York, and 218 Western Avenue, in Albany, New York. Depending on the allowance or disallowance of certain claims filed against the Debtor, holders of Class 1 General Unsecured Claims may receive up to 100% of their claims. Distributions to creditors under the Plan will be made from payments received on account of the promissory notes held by the Debtor for the payment of the balance of the proceeds of the sale of 218 Western Avenue. Prior to the filing of the Disclosure Statement, the Debtor sold its properties. As a result of the sales of the properties, all secured claims have been paid in full. The Debtor received a note and mortgage in the amount of $144,000 secured by a second mortgage against 218 Western Avenue, and a note and security agreement in the amount of $48,000 for the purchase and sale of the Debtor's furniture, fixtures and equipment. Rice Building LLC filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 15-11654) on August 7, 2015, and is represented by Francis J. Brennan, Esq., at Nolan & Heller, LLP, in Albany, New York. At the time of filing, the Debtor had $1 million in total assets and $1 million in total liabilities. The petition was signed by Mark Basco, managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/nynb15-11654.pdf RIVER NORTH: Can Use Republic Bank Cash Collateral Until Oct. 4 --------------------------------------------------------------- Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized River North 414 LLC, et al., to use Republic Bank's cash collateral on an interim basis through Oct. 4, 2016. Republic Bank expressed its consent to the Debtor's use of cash collateral. It reserved all rights, including the right to object to the Debtor's continued use of cash collateral, and to request adequate protection from the Debtor for future interim or final periods. A continued hearing on the Debtor's Motion is scheduled on Oct. 4, 2016 at 10:00 a.m. A full-text copy of the Interim Order, dated Sept. 23, 2016, is available at https://is.gd/X2QWLW Republic Bank is represented by: Edward P. Freud, Esq. RUFF, FREUD, BREEMS & NELSON, LTD. 200 North LaSalle Street, Suite 2020 Chicago, IL 60601 About River North 414 River North 414 LLC and Premium Themes, Inc., based in Chicago, Illinois, sought Chapter 11 protection (Bankr. N.D Ill. Case Nos. 16-17324 and 16-17325) on May 24, 2016. The petitions were signed by Jesse T. Boyle, authorized officer. The cases are assigned to Judge Janet S. Baer. The Debtors are represented by Thomas R. Fawkes, Esq., at Goldstein & McClintock. The Debtors estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities at the time of the filing. ROBINSON PREMIUM: Seeks to Hire Coats Rose as Counsel ----------------------------------------------------- Robinson Premium Beef, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Coats|Rose, P.C., as counsel, nunc pro tunc to the September 2, 2016 petition date. The Debtor requires Coats|Rose to: (a) take all necessary action to protect and preserve the bankruptcy estate, including prosecution of actions on its behalf, defense of any actions commenced against it, negotiations concerning all litigation in which it is involved, and objecting to claims; (b) prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estate; (c) formulate, negotiate, and propose a plan of reorganization, if justified; and, (d) perform all other necessary legal services in connection with the proceedings. Coats|Rose will be paid at these hourly rates: E. P. Keiffer $500 Frank J. Wright $650 C. Ashley Ellis $475 Erin McGee $325 Betty J. Wallace $150 Imelda V. Arayata $125 Medrith E. Rhotenberry $75 Coats|Rose will also be reimbursed for reasonable out-of-pocket expenses incurred. Coats|Rose incurred fees and expenses prior to the filing of the petition on September 2, 2016, in the amount of $7,611.00, which sum includes $1,717.00 for the Debtor's filing fee, which filing fee has been paid by the Debtor. The Debtor funded a $30,000.00 retainer to Coats|Rose just before filing, of which $7,611.00 was drawn down for pre-petition fees and filing fees leaving a total of $22,389.00 for payment of post-petition fees and expenses, none of which has been drawn down. A member of the Debtor funded loans to the Debtor in order to pay Coats|Rose's retainer and pre petition fees and expenses. E. P. Keiffer, Director of Coats|Rose, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Coats|Rose can be reached at: E. P. Keiffer, Esq. COATS | ROSE, P.C. 325 N. St. Paul Street, Suite 4150 Dallas, TX 75201 Tel.: (214) 651-6517 Fax: (214) 481-2817 Email : pkeiffer@coatsrose. com About Robinson Premium Robinson Premium Beef, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-60092) on September 2, 2016, and is represented by Edwin Paul Keiffer, Esq., in Dallas, Texas. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $10 million to $50 million in estimated debts. The petition was signed by Jeremy Robinson, Manager. ROCKDALE MANOR: Lender's Claim Up $1.33 Million Under Amended Plan ------------------------------------------------------------------ Rockdale Manor, LLC, filed a First Amended Disclosure Statement and Plan of Reorganization on Sept. 19, 2016. Under the Amended Plan, Class 3 consists of the Secured Claim of WARBLER Properties LLC in the amount of $1,334,750 including principal of $1,193,041; interest of $75,995; late fees of $324; payment of property taxes on behalf of Debtor totaling $16,091; with interest continuing to accrue at the per diem rate of $490 after Sept. 14, 2016; and actual collection costs and attorneys' fees of $49,344, which the Debtor agrees will be WARBLER's Allowed Claim (WARBLER's Claim). WARBLER is the holder of the mortgage on the Debtor's primary asset (the Property). WARBLER's Claim is secured by a first priority lien on the Property. If the Debtor can either sell the Property or refinance the Property by Dec. 5, 2016, where enough proceeds are realized to pay WARBLER in full, Debtor will be able to retire the debt to WARBLER. If the Debtor fails to sell or refinance the Property by Dec. 5, 2016, then such failure will be considered an Event of Default. Upon the failure by the Debtor to timely cure its default, notwithstanding the automatic stay provisions of Section 362 of the Bankruptcy Code, WARBLER will have the right to accelerate the Debtor's obligations to WARBLER, and to exercise all of Lender's rights and remedies under the Loan Documents, the Plan, the Confirmation Order, the Consent Order on the Motion to Lift Stay including, without limitation, the right to notice, advertise and to foreclose on the Collateral (including, without limitation, the Property) and to confirm the foreclosure sale. If the Debtor successfully refinances or sells the Property prior to Dec. 5, 2016, and WARBLER is paid in full out of the proceeds, then after administrative and priority claims are paid, Class 4 creditors may be entitled to a pro-rated or full distribution based on funds remaining. A full-text copy of the First Amended Disclosure Statement dated Sept. 19, 2016, is available at: http://bankrupt.com/misc/ganb16-59888-54.pdf About Rockdale Manor Rockdale Manor, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-59888) on June 6, 2016, and is represented by Evan M. Altman, Esq., in Atlanta, Georgia. The petition was signed by Kenneth Huffman, managing member. The Debtor's primary asset is its ownership interest in a shopping center located at 4545 South Main Street, in Acworth, Georgia. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. ROCKET SOFTWARE: Moody's Affirms B2 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service affirmed Rocket Software, Inc.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's also assigned B1 ratings to the first lien credit facilities and a Caa1 rating to the second lien term loan. The rating outlook is stable. The proceeds from the i) $630 million first lien term loan, ii) $215 million second lien term loan, iii) seller financing from an OEM supplier and iv) a small amount of cash from the balance sheet will be used to i) pay a dividend to the equity owners, ii) complete an acquisition of a supplier of mainframe products, iii) repay the existing first lien term loan (about $340 million), iv) repay the existing second lien term loan (about $105 million), v) fund about $10 million of cash to the balance sheet and prefund restricted cash to repay seller financing provided by a major OEM supplier and vi) pay transaction fees and expenses. The $35 million revolver is expected to be undrawn at closing. RATINGS RATIONALE The B2 corporate family rating reflects high financial leverage of about 5x, pro forma for the refinancing, dividend and acquisition of a mainframe products company. The company has modest organic growth prospects (about 1% in FY 2016) and it looks to strategic acquisitions for growth and improved market position. Rocket has demonstrated a willingness to aggressively use debt to fund equity distributions and acquisitions. The company has a relatively small scale (about $399 million pro forma LTM June 30, 2016, revenues) yet strong niche position providing infrastructure software and tools for mainframe and distributed computing markets. The ratings are supported by Rocket's strong EBITDA margins (mid to high 40%), strong levels of free cash flow ("FCF"), long-standing supply relationship with a major OEM supplier, and relatively high proportion of recurring revenues. Rocket has a good liquidity profile. Over the next 12 months, Moody's expects Rocket to have cash and cash equivalents of approximately $10 million and to generate FCF of about $90 million. Moody's also anticipates significant availability under Rocket's proposed revolver, with adequate cushion under the springing financial covenant of the revolver. The first lien term loan is anticipated to amortize approximately 1% per annum, with a bullet due at maturity. The second lien term loan is not expected to amortize. The revolver will contain a springing leverage covenant that is triggered if more than 30% of the revolver is utilized. Moody's does not expect revolver borrowings to exceed this level to support operations unless there are acquisitions. There are no term loan financial maintenance covenants. The stable ratings outlook reflects Moody's view that the company will continue to generate solid levels of FCF, but will rely on its acquisition strategy for top line growth, the majority of which will be funded by internally generated cash. The outlook also accommodates a moderate amount of further debt funded acquisitions and equity distributions. A ratings upgrade is unlikely in the near term given the company's demonstrated willingness to aggressively use debt to fund distributions to shareholders and acquisitions. However, the rating could face upwards pressure if the company continues to grow organically and demonstrates a commitment to conservative financial policies, including sustaining leverage below 4.25x. The ratings could face downward pressure if leverage were to exceed 6.5x or FCF to debt were to fall below 5% on other than a temporary basis. Moreover, the ratings could be downgraded if Rocket were to lose a critical business partner or face a significant deterioration in business prospects. These ratings were affirmed: Issuer -- Rocket Software, Inc. ("Rocket") Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD These ratings were assigned: Issuer -- Rocket Software, Inc. ("Rocket") First lien Revolving Credit Facility -- B1 (LGD 3) First Lien Term Loan Facility -- B1 (LGD 3) Second Lien Term Loan Facility -- Caa1 (LGD 5) Outlook – Stable The principal methodology used in these ratings was Software Industry published in December 2015. Rocket Software, Inc. is a provider of IT management software tools. The company generated $399 million of pro forma revenues in the LTM period ended June 30, 2016. The company is owned by management and private equity firm Court Square Capital Partners. ROCKET SOFTWARE: S&P Affirms 'B' CCR on Capital Structure Changes ----------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' corporate credit rating on Waltham, Mass.-based Rocket Software Inc. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating to the company's proposed $630 million senior secured first-lien term loan and $35 million revolving credit facility. The '2' recovery rating on the first lien and revolving debt indicates S&P's expectation of substantial (70%-90%; lower half of the range) recovery in the event of a payment default. S&P also assigned its 'B-' issue-level rating to the company's proposed $215 million senior secured second-lien term loan. The '5' recovery rating on the second lien indicates S&P's expectation for modest (10%-30%; lower half of the range) recovery of principal in the event of a payment default. "The ratings reflect our view of the company's small position in the overall software services market, focus on the declining mainframe end market, and high reliance on its relationship with a large original equipment manufacturer (OEM), but also its high profit margins, high percentage of recurring revenue, and high customer retention rates," said S&P Global Ratings credit analyst Minesh Shilotri. The ratings also reflect pro forma leverage in the low 5x area and the company's acquisitive growth strategy. S&P also gives positive consideration to the company's ability to broaden its portfolio and increase its scale through acquisitions. Rocket's exposure to the declining mainframe market is partly alleviated by the fact that there is still a large install base of mainframe customers – blue chip companies for whom moving away from mainframes is cost prohibitive. The stable outlook reflects S&P's expectation that Rocket Software's revenue base will remain highly recurring, that profitability and margins will remain stable, and that the company will generate positive free cash flow over the next 12 months. RUTH DIETZMAN: Disclosures OK'd; Plan Hearing On Oct. 13 -------------------------------------------------------- The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the Western District of Wisconsin has approved Ruth M. Dietzman's disclosure statement describing the Debtor's plan of reorganization dated July 6, 2016. A hearing on the confirmation of the Plan will be held on Oct. 13, 2016, at 1:30 p.m. As reported by the Troubled Company Reporter on July 21, 2016, the Debtor filed a Plan that stated that the amortization on obligations has generally been extended to provide adequate cash flow and to service debt. Class 4 - Nonpriority Unsecured Claims (impaired) are in the approximate amount of $2,750. All of these allowed claims are impaired in that the claimants will be paid with interest at the rate of 0% amortized over 24 months at the rate of approximately $114.58 per month. Ruth M. Dietzman operated Countrywide Custom Homes, LLC, which specialized in contracting for the development of custom homes. She filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 16-11979) on June 1, 2016. Kristin J. Sederholm, Esq., serves as the Debtor's bankruptcy counsel. SAEED ZARAKANI: Westwood Allowed $40K Admin. Expense Claim ---------------------------------------------------------- Judge Robert S. Bardwil of the United States Bankruptcy Court for the Eastern District of California granted in part the motion filed by Westwood-Benson Business Brokers for allowance and payment of an administrative expense in the bankruptcy captioned In re: SAEED REZA ZARAKANI, Debtor, Case No. 15-20600-D-11 (Bankr. E.D. Cal.). The debtor, Saeed Reza Zarakani, during his tenure as the debtor-in-possession in his chapter 11 case, employed Westwood to market two business, a Chevron gas station and convenience market and a mobile home park. Zarakani and Westwood entered into Representation Agreements for Westwood's marketing of the two properties, which provided for the following compensation to Westwood: a "5% commission for any real estate sold and 7% for any business assets sold," with a minimum broker's fee of $15,000 for each business. Zarakani filed an application to employ Westwood in September of 2015. In an order signed September 21, 2015, the court authorized Zarakani to employ Westwood as the debtor's broker. Ultimately, however, Zarakani, with court approval, obtained financing that enabled him to pay all claims secured by the real property where the Chevron station is located, as well as allowed unsecured claims, and neither the Chevron station nor the mobile home park was sold. Despite the fact that no sale occurred, Westwood sought allowance and payment of an administrative claim for (1) $15,000 as the minimum fee for the mobile home park and (2) $131,400 as a commission based on an offer Westwood obtained for the gas station business and real property, for a total of $146,400. Westwood also sought an award of attorney's fees and costs for prosecuting the motion. Judge Bardwil pointed out that the court never approved the Representation Agreements themselves or their specific terms and does not consider itself bound by the agreements or either the $15,000 minimum fee or the commission structure. Judge Bardwil thus refused to consider, let alone allow, an administrative claim the size of the one requested by Westwood based solely on an employment order without a noticed hearing to all creditors that explicitly advised creditors that a commission of that size would be payable even if the properties were not sold. Judge Bardwil, however, was persuaded that Westwood is entitled to some compensation for its services. The judge believed reasonable compensation for the services of Richard K. Thompson, a principal of Westwood, in the case is $40,000, and set the Zarakani's liability to Westwood at that amount. A full-text copy of Judge Bardwil September 21, 2016 order is available at http://bankrupt.com/misc/caeb15-20600-371.pdf About Saeed Reza Zarakani Saeed Reza Zarakani filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 15-20600) on January 28, 2015. SALADO SMILES: Seeks to Hire Lott Vernon as Accountant ------------------------------------------------------ Salado Smiles, PC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire an accountant. The Debtor proposes to hire Lott, Vernon & Co, P.C. to prepare its 2015 tax return. The firm will receive a flat fee of $5,000 for its services. Debbie Hershberger, a certified public accountant employed with Lott Vernon, disclosed in a court filing that her firm does not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: Debbie Hershberger Lott, Vernon & Co, P.C. 109 E. Avenue B P.O. Box 935 Killeen, TX 76540 Phone: 254-526-0571 The debtor is represented by: Michael Baumer, Esq. Law Office of Michael Baumer 7600 Burnet Road, Suite 530 Austin, TX 78757 Phone: 512-476-8707 Fax: 512-476-8604 Email: baumerlaw@baumerlaw.com About Salado Smiles Salado Smiles, P.C., formerly doing business as Sonterra Smiles, operates a dental practice in Salado, Tex. The company filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-10413) on Apr. 5, 2016, and is represented by Michael V. Baumer, Esq., in Austin, Tex. At the time of the filing, the Debtor disclosed total assets of $177,203 and debt totaling $1.24 million. The Debtor remains as debtor-in-possession. The meeting of creditors pursuant to 11 U.S.C. Sec. 341 was conducted and concluded on May 6, 2016. SAMUEL EVINS WOMACK: Earmarks $6,000 for $464,000 Unsecured Claims ------------------------------------------------------------------ Samuel Womack filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee a Chapter 11 plan and accompanying Disclosure Statement. Under the Plan, Holders of general unsecured claims, estimated to total $464,874, will be paid their pro rata share of $6,000. The Debtor will make payments of $100 per month beginning Feb. 1, 2017, until Jan. 1, 2022. The Debtor as Plan Proponent seeks to accomplish payments under the Plan by using his income from the continued operation of Summerstone Nursery. The Effective Date of the proposed Plan is 45 days after confirmation. The Debtor receives income from his operation of Summerstone Nursery. The business specializes in the sale of trees, shrubs and flowers and lawn and garden supplies. There are two physical store locations as well as a thriving internet sales business. The Debtor originally ran into tax problems approximately eight years ago when he was involved in an extensive custody battle for his granddaughter. This contributed to his Chapter 11 filing. A copy of the Debtor's Disclosure Statement is available at: http://bankrupt.com/misc/tneb15-15049-0069.pdf Samuel Evins Womack filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tenn. Case No. 15-15049) on Nov. 16, 2015, and is represented by: Steven L. Lefkovitz, Esq. 618 Church St., Suite 410 Nashville, TN 37219. Tel: (615) 256-8300 Judge Shelley D. Rucker presides over the case. SAMUEL WYLY: Hearing on Caroline Wyly's Exit Plan Set for Oct. 21 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas is set to hold a hearing on October 21, at 9:00 a.m., to consider confirmation of the Chapter 11 plan of reorganization of Caroline Wyly. The hearing will take place at the Earle Cabell Federal Building, 1100 Commerce Street, Dallas, Texas. Objections to the plan by all creditors except the Internal Revenue Service and Securities and Exchange Commission must be filed no later than October 14. The deadline for creditors to cast their votes is October 14, according to the latest disclosure statement explaining the plan. The plan provides for the creation of a liquidating trust and for the transfer of certain properties of the Debtor's estate and those held by offshore trusts (with a total value of $163.96 million) to the trust for distribution to creditors. Under the plan, the Debtor's estate, through the liquidating trustee, will pay Class 3 general unsecured claims in full within 30 days of the effective date of the plan; or, with respect to any disputed claim, within 10 days after the claim is allowed by the court. A copy of the disclosure statement is available for free at https://is.gd/27dGEl About Sam Wyly Sam Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. About Caroline Wyly Caroline Wyly is the widow of business tycoon Charles Wyly. She and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy protection as leverage to settle a looming tax bill and a $329 million claim from the Securities and Exchange Commission. Her bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy Court, Northern District Texas (Dallas). SENATE ACCEPTANCE: Disclosures Okayed, Plan Hearing on Oct. 18 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland will consider approval of the Chapter 11 plan proposed by the Chapter 11 trustee of Senate Acceptance Corp. and Senate Insurance Agency, Inc. at a hearing on October 18. The hearing will be held at 10:00 a.m., at the U.S. Courthouse, Courtroom 9D, 101 West Lombard Street, in Baltimore, Maryland. The court had earlier approved the agencies' disclosure statement, allowing them to start soliciting votes from creditors. The September 15 order set an October 14 deadline for creditors to cast their votes and file their objections to the plan. The Chapter 11 trustee's address is: Janet M. Nesse McNamee, Hosea, et al. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 About Senate Acceptance Senate Acceptance Corp. and Senate Insurance Agency, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead Case No. 13−30244). The case is assigned to Judge David E. Rice. SILVERLINE CUSTOM: Bank of Commerce Wants to Restrict Cash Use -------------------------------------------------------------- The Bank of Commerce asks the U.S. Bankruptcy Court for the District of Idaho to restrict Silverline Custom Farms, LLC's use of cash collateral. The Bank of Commerce relates that it is a secured creditor and is owed $399,240 plus interest and attorney's fees. It further relates that at the time the Debtor filed for bankruptcy, its bankruptcy schedules listed accounts receivables of $43,800 with $25,800 being deemed collectible. The Bank of Commerce tells the Court that its collateral includes accounts receivables. It further tells the Court that shortly after the Debtor filed for bankruptcy, the Debtor was notified through counsel that The Bank of Commerce did not consent to the use of its cash collateral, including receivables. The Bank of Commerce says that based on the Debtor's Monthly Operating Reports, it appears that the Debtor has collected the accounts receivable and appears to be operating its business using the accounts receivable as part of its operating capital. The Bank of Commerce further says that it is concerned that the Debtor has collected and is utilizing the receivables collateral of The Bank of Commerce as part of its ongoing operation. The Bank of Commerce requests the Court to restrict the Debtor's use of cash collateral to prevent injury to The Bank of Commerce and/or grant adequate protection to The Bank of Commerce to the extent that the Debtor had wrongfully used The Bank of Commerce cash collateral without authority from the Court. A full-text copy of The Bank of Commerce's Motion, dated September 22, 2016, is available at https://is.gd/5tovqV The Bank of Commerce is represented by: Douglas R. Nelson, Esq. Brian T. Tucker, Esq. NELSON HALL PARRY TUCKER, PLLC 490 Memorial Drive P.O. Box 51630 Idaho Falls, ID 83405-1630 Telephone: (208) 522-3001 About Silverline Custom Farms Silverline Custom Farms, LLC filed a chapter 11 petition (D. Idaho Case No. 16-40277) on April 6, 2016. The petition was signed by Jonathan Adamson, managing member. The Debtor is represented by Sarah B. Bratton, Esq., at Martelle, Bratton & Associates, P.A. The case is assigned to Judge Jim D. Pappas. The Debtor disclosed total assets at $530,234 and total liabilities at $1.70 million. SKILLMAN INTERNATIONAL: Can Use Cash Collateral For HVAC Repair --------------------------------------------------------------- Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas allowed Skillman International Firm, LLC, to use cash collateral to pay up to $2,500 for the repair of its HVAC system and to pay expenses in accordance with the approved Budget. Judge Jernigan ordered that any expense in excess of 15% of the amounts in its Budget or the estimated $2,500 for the repair of the HVAC be submitted in advance to Ability Insurance Company for approval. Ability Insurance Company was granted a replacement lien on the debtor’s post-petition rents receivable which is co-extensive with its pre-petition lien. A final hearing on the Debtor's request to use Cash Collateral is scheduled on Oct. 13, 2016 at 9:30 a.m. A full-text copy of the Interim Order dated September 19, 2016 is available at https://is.gd/q4LXJB About Skillman International Firm Skillman International Firm, LLC filed a chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33494-SGJ-11) on September 4, 2016. The petition was signed by Deepak Jaisinghani, operations manager. The case is assigned to Judge Stacey G. Jernigan. The Debtor is represented by Herman A. Lusky, Esq., at Lusky & Associates, PC. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SONIC AUTOMOTIVE: S&P Lowers CCR to 'BB-' on Weak Cash Flow ----------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on Charlotte, N.C.-based auto retailer Sonic Automotive Inc. to 'BB-' from 'BB'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's senior subordinated notes to 'B+' from 'BB-' and maintained the '5' recovery rating. The '5' recovery rating reflects S&P's expectations that lenders would receive a modest (10%-30%) recovery of principal in the event of a default. "We lowered the ratings because Sonic is not generating a level of free operating cash flow (FOCF) in line with our expectations for a 'BB' rating. The weaker-than-expected FOCF generation is in part related to Sonic's investment in EchoPark, a stand-alone retail business that allows customers to search, buy, service, finance, and sell used vehicles. For the first six months of 2016, EchoPark contributed 1.2% of Sonic's business compared with about 0.8% the first six months of 2015. Sonic has opened five locations in the Denver area: Thornton Hub, Centennial, Highlands Ranch, Dakota Ridge, and Stapleton. The company is acquiring property in Texas and the Carolinas and expects to open 14 more stores in 2017 and an additional 17 in 2018," S&P said. Consequently, S&P revised its assessment of Sonic's financial risk profile to aggressive. While S&P expects Sonic to maintain debt leverage of 3.0x-4.0x, S&P do not believe it will be able to achieve a ratio of FOCF to debt of at least 10% over the next two years due to the elevated level of capex required to build out its EchoPark stores in Texas and the Carolinas. As of June 30, 2016, Sonic's debt leverage was 3.2x and its FOCF-to-debt ratio was below 10%. The company generates almost all of its sales from its franchised dealerships. In 2015, new vehicles constituted 55% of the company's sales, used vehicles 26%, wholesales vehicle 2%, parts and services 14%, and the finance and insurance (F&I) and other segments the remaining 3%. Nevertheless, the revenue from Sonic's parts and service (P&S) operations is stable compared with its revenue from vehicle sales and contributed 47% of its gross profit in 2015. By contrast, new and used vehicle sales made up only 19% and 11%, respectively, of the company's gross profit. S&P expects that Sonic's geographic and brand focus will remain largely unchanged over the next year. S&P expects that the dealerships the company has acquired will enhance its existing geographic position so that it can further benefit from its economies of scale. In 2015, Sonic experienced a buildup in its inventory of luxury brand vehicles, such as BMW, Mercedes, and Audi. S&P expects continuing pressure on new vehicle gross margins during 2016 due to higher-than-normal inventory levels and increased dealer competition. In addition, there has been an ongoing shift in the sales mix of the U.S. auto market toward crossovers and sport utility vehicles (SUVs) and away from small and mid-size cars, as depressed gasoline prices have lowered the cost of ownership for larger vehicles. For 2015, 57% of Sonic's new vehicle revenue was from luxury brands, 31% came from imports, and 12% was from domestics. The company's highest-revenue new-vehicle brands were BMW AG (22%), Honda Motor Co. Ltd. (16%), and Toyota Motor Corp. (11%). Sonic has dual-class common stock that places voting control with O. Bruton Smith and B. Scott Smith, the company's founders and the holders of its class B common stock. At this time, Sonic's board of directors retains control of the company and has the final decision-making authority with respect to key enterprise risks, compensation, and conflicts of interest. If S&P came to believe that Sonic's board was unable to maintain sufficient independence from management to provide effective oversight of the company, S&P could lower its management and government modifier on the entity, which could unfavorably affect the rating. Sonic has $1800 million in inventory floorplan financing facilities for new and used vehicles with automakers' captive finance companies and commercial banks. Auto retailers make heavy use of floorplan loans to finance their vehicle inventory. S&P treats these borrowings like trade payables rather than debt because of the borrowings' indefinite maturities, high loan-to-value ratios, and widespread availability. Manufacturer subsidies also often offset some borrowing costs. During the U.S. economic downturn, certain domestic automakers tightened the availability of their floorplan financing to retailers. However, automakers depend heavily on their continuing relationships with dealers to support their vehicle sales. S&P GLOBAL RATINGS BASE-CASE SCENARIO Assumptions: -- U.S. sales of new light vehicles will move up to 17.5 million units in 2016 (a year-over-year increase of about 4%) and 17.8 million units in 2017 (about 2%) because the average age of the typical car on the road is more than 11 years old, credit availability is high, interest rates are at historical lows, and there are some cash rebates available for purchases. -- The U.S. economy should continue its slow and steady recovery, with a baseline forecast for GDP growth of 2.0% in 2016 and 2.4% in 2017. -- European light vehicle production will rise year-over-year to 2.3% in 2016. -- Revenue will grow at a compound annual rate of about to 2% through fiscal-2017. Sonic was in compliance with the covenants under its credit facilities as of June 30, 2016, and S&P expects that it will remain in compliance through 2016 and into 2017. The covenants on the company's credit facilities include a required liquidity ratio of at least 1.05x through the remainder of the term of the facilities, a fixed-charge coverage ratio of at least 1.2x, and a total lease-adjusted leverage ratio of no more than 5.5x. Sonic participates in a multi-employer pension plan in California, but this contingent liability does not affect S&P's rating on the company. In addition to ongoing contributions for its own employees, Sonic's participation potentially exposes it to increased liability if a major contributing employer were to become insolvent or if several other participants exit the plan at once. S&P believes that Sonic's potential liability associated with this plan is relatively small and that it could be managed with the company's normal cash flow and borrowings from its revolving facilities if it were required to fund the liabilities for all of the participants in the plan. The stable outlook reflects S&P's assumption that Sonic will maintain credit measures that are in line with S&P's expectations for the current rating, particularly debt leverage below 5.0x and an FOCF-to-debt ratio of at least 5% on a sustained basis. S&P assumes that Sonic will pursue a financial policy that focuses on the building out of its EchoPark business. Downside scenario S&P could lower the ratings if aggressive financial policies cause Sonic's leverage metric to exceed 5.0x for an extended period or if S&P believes that the company will be unable to maintain an FOCF-to-debt ratio of 5%. This could occur if, for example, aggressive investment in dealer upgrades, acquisitions, or stand-alone used vehicle stores leads to increased debt or if the company's operating efficiencies erode and cause its FOCF to decline. S&P could also lower the ratings if the slow U.S. economic recovery reverses course, causing the company's EBITDA to decline because it is unable to offset the decrease in its revenue with cost controls. Upside scenario Although not likely over the next year, S&P could raise the ratings if the company is able to achieve an FOCF-to-debt ratio of at least 10% on a sustained basis. S&P would also need to believe that Sonic could generate a sufficient level of FOCF as it expands its business by investing in stand-alone used vehicle stores and new vehicle dealerships. SPOGAIN INVESTMENTS: Employs Fisher to Auction Property ------------------------------------------------------- Spogain Investments, LLC, and its debtor-affiliate, Ramblewood Properties, Inc., (the "Confirmed Plan Debtors") seek authorization from the United States Bankruptcy Court for the Southern District of Florida to employ Fisher Auction Company as auctioneer. The Confirmed Plan Debtors require Fisher Auction to: (a) file with the Court a report summarizing the results of the auction upon the completion of the auction; (b) state the fees and expenses which will be paid to the Auctioneer and the Cooperating Broker, if any, and reimburse to the Principals, as the case may be, in accordance with the Order approving this Application; and, (c) serve the report only on the United States Trustee, the Confirmed Plan Debtors, and any other interested party who specifically requests a copy. The Confirmed Plan Debtors' principals will be advancing $25,000 in marketing and advertising costs to the Auctioneer. Compensation to the Auctioneer will be based on a 7% buyer's premium to be charged to the successful purchaser, and due and payable upon the closing of the sale of the Debtor's property. The buyer's premium will consist of 7% of the successful bid and is paid by the buyer in addition to the sale price. The buyer's premium will be divided as follows: (i) 7% of the successful bid price will be paid to the Auctioneer, and (ii) 3% of the successful bid price will be paid to a properly disclosed and registered buyer's broker, if any, from the Auctioneer's earned real estate commission of 7% of the successful bid price. Fisher Auction will also be reimbursed for reasonable out-of-pocket expenses incurred. Lamar P. Fisher, President and Chief Executive Officer of Fisher Auction Company, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Fisher Auction can be reached at: Lamar P. Fisher FISHER AUCTION COMPANY 2112 E. Atlantic Blvd. Pompano Beach, FL 33062 Email: lamar@fisherauction.com About Spogain Investments Spogain Investments, LLC with its debtor affiliate, Ramblewood Properties, Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case Nos. 14-23525, 14-23532) on June 12, 2014, and is represented by Geoffrey S. Aaronson, Esq., in Miami, Florida. At the time of filing, Spogain Investments, LLC, had $1,000,000 to $10,000,000 in estimated assets and $100,000 to $500,000 in estimated liabilities, while Ramblewood Properties, Inc. had $1,000,000 to $10,000,000 in estimated assets and $1,000,000 to $10,000,000 in estimated liabilities. The petition was signed by Evan Olster, managing member. Spogain Investments listed Kane & Co Company, P.A., as its largest unsecured creditor holding a claim of $4,000 for accounting services. A full-text copy of the petition is available for free at http://bankrupt.com/misc/flsb14-23525.pdf A list of Ramblewood's six largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb14-23532.pdf THIRTEEN EAST: Hearing on Cash Collateral Use Set on Oct. 6 ----------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts continued the hearing on Thirteen East Main Corporation's cash collateral use to Oct. 6, 2016 at 10:30 a.m. The deadline for the filing of objections to the Debtor's cash collateral use is set on Oct. 4, 2016 at 4:30 p.m. About Thirteen East Main Corporation Thirteen East Main Corporation filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 16-41294) on July 22, 2016. The petition was signed by Nathan Till, president. The Debtor is represented by James P. Ehrhard, Esq. at Ehrhard & Associates, PC. The Debtor estimated assets and liabilities at $100,001 to $500,000 at the time of the filing. Judge Christopher J. Panos presides over the case. THORNBURG MORTGAGE: SEC Drops Several Claims Against Former CEO --------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal Pro Bankruptcy, reported that financial regulators have scaled back their case against former Thornburg Mortgage Inc. Chief Executive Larry Goldstone, who ran the country's second-biggest independent mortgage company until its 2009 collapse into bankruptcy. According to the report, in court papers, officials from the U.S. Securities and Exchange Commission said they won't retry Mr. Goldstone on several alleged securities law violations, dropping accusations he misled investors about the company's deteriorating financial health in its 2007 annual report. In a civil lawsuit filed in March 2012, SEC lawyers accused Mr. Goldstone of hiding the extent of the New Mexico company's deteriorating financial condition at the onset of the housing crisis, the report recalled. Mr. Goldstone has denied wrongdoing, the report said. After a three-week trial in U.S. District Court in Albuquerque, N.M., earlier this year, a federal jury cleared Mr. Goldstone and another executive of five counts of securities fraud but failed to reach a decision on five other others, the report further recalled. SEC lawyers will continue to argue Mr. Goldstone's public statements on Feb. 28, 2008, violated securities law, according to the court filing, the report related. They will also argue Mr. Goldstone and ex-Chief Financial Officer Clarence G. Simmons III lied to auditors, the report said. A new trial date has been set for February, WSJ said. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009. Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, served as counsel to Thornburg Mortgage. Orrick, Herrington & Sutcliffe LLP served as special counsel. Jim Murray and David Hilty of Houlihan Lokey Howard & Zukin Capital, Inc., served as investment banker and financial advisor. Protiviti Inc. served as financial advisory services. KPMG LLP served as the tax consultant. Epiq Systems, Inc., serves claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. He is represented by his firm, Shapiro Sher Guinot & Sandler. TLC HEALTH: Home Health Patients Increases, 14th PCO Report Says ---------------------------------------------------------------- Linda Scharf, RN, DNS, the Patient Care Ombudsman for TLC Health Care Network, has filed a Fourteenth Report for the period March 15, 2016 to May 15, 2016. During the visits conducted on the facilities, there were no significant changes in the medical surgical unit census or in the behavioral health unit census from previous visit. The PCO continued to receive positive statements by the patients commenting on the quality of their care. Meanwhile, the damage caused by previous flooding continues to be repaired. The census for the Home Care Agency was 163 patients. There were 76 Certified Home Health Patients and 87 Long Term Home Care Patients. This represents the continuing increase in the number of Certified Home Health Patients. The Home Health agency continues to await the NYS Health Department action on the submitted CON to expand the services offered by Audiology, Patient Care Assistants, Respiratory Therapy, and Nutrition. As a summary of the Report, the PCO mentioned that the facility continues to concentrate on the needs of its patients. Patients' reports showed their satisfaction with the care provided by the facility, and with the availability of supplies, medications and staff when needed. About TLC Health Network TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debt of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's special health care law and corporate counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. TMS INTERNATIONAL: S&P Affirms 'B+' CCR; Outlook Revised to Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' corporate credit rating on Glassport, Pa.-based TMS International Corp. At the same time, S&P revised its outlook on the company to stable from negative. In addition, S&P raised its rating on the company's senior secured term loan due 2020 to 'BB-' from 'B+' and S&P's rating on its senior unsecured notes due 2021 to 'B' from 'B-'. S&P revised the recovery rating on the term loan to '2' from '3', which indicates S&P's expectation for substantial (70% to 90%; at the lower end of the range) recovery in the event of a payment default. S&P revised the recovery rating on the unsecured notes to '5' from '6', which indicates its expectation for modest (10% to 30%; at the lower end of the range) recovery in the event of a payment default. "The stable outlook reflects our view that global steel markets appear to have stabilized and rebounded in recent months, resulting in what we view to be improving credit metrics for TMS over the next 12 months," said S&P Global Ratings analyst Michael Maggi. For the full year 2016, S&P Global Ratings expects TMS' adjusted debt to EBITDA to be about 6x, falling to about 5.5x by the end of 2017, while its FFO/debt should remain between 10% and 12% over the same time period. S&P could lower its rating on TMS if credit measures deteriorated such that the company sustained adjusted debt to EBITDA above 8x and EBITDA interest coverage below 1.5x. Separately, S&P could also take a negative rating action if it no longer viewed TMS to be stronger than its similarly-rated peers, which could occur if TMS' scale, scope, or credit metrics were to weaken. Although unlikely over the next 12 months, S&P would consider an upgrade if TMS can meaningfully increase its scale and reduce its cash flow volatility while maintaining improved credit measures such as adjusted leverage below 5x for a sustained period. This partially depends on not only continued stabilization in the global steel industry, but also a strengthening of steel markets, as well as the company's ability to further expand its geographic and product diversity. An upgrade would also likely be predicated upon improving profitability measures such as EBITDA margins and/or return on capital. TTJ ENTERPRISES: 2nd Plan Outline Notes 5% Recovery for Unsecureds ------------------------------------------------------------------ TTJ Enterprises, LLC, filed with the Bankruptcy Court a Second Amended Disclosure Statement in support of its Chapter 11 Plan, revealing Taylor Jeansonne and Trasie Jeansonne Stelly have agreed to waive any right to receive a distribution under the Plan by virtue of their Class 3 Gen. Unsecured Claims -- provided that the Plan is confirmed and the Effective Date occur. The Jeansonnes' share of the distribution will be allocated and distributed to other Class 3 claimants pro rata. The total estimate of Allowed Class 3 Claims is $3.87 million. The Second Amended Disclosure relates that the Plan provides for a 5% estimated recovery for Class 3 Claims. A full-text copy of the Second Amended Disclosure Statement dated Sept. 16, 2016 is available at: http://bankrupt.com/misc/lamb16-10112-108.pdf About TTJ Enterprises TTJ Enterprises, LLC owns and operates La Grove Plaza, Car Wash, Market and Lube Center located in the Parish of Ascension, Louisiana. TTJ Enterprises filed a Chapter 11 petition (Bankr. M.D. La. Case No. 16-10112) on Feb. 1, 2016. Noel Steffes Melancon, Esq., and William E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by James Taylor Jeansonne, president. UNITED PLASTIC: Can Continue Use of Renasant Bank Cash Collateral ----------------------------------------------------------------- Judge William R. Sawyer of the U.S. Bankruptcy Court for the Middle District of Alabama authorized United Plastic Recycling, Inc. and United Lands, LLC, to continue using Renasant Bank's cash collateral. The use of cash collateral had been continued, from time to time, until Aug. 30, 2016. The Debtors related that they have tried to structure a sale of the business as a going concern. The Debtors further related that two potential sales had fallen through and that they will need additional time to attempt to restructure a sale. The Debtors told the Court that a continuing need exists for them to use cash collateral. The Debtors further told the Court that without the use of cash collateral, they will not have funds necessary to pay payroll, payroll taxes, overhead and other expenses necessary for the continued operation of their business and efforts towards a sale or reorganization. The Debtors were allowed to use an additional amount of $200,000 of cash collateral to pay Renasant Bank on or before Sept. 15, 2016, which sum the Bank will use to reduce its total indebtedness. Judge Sawyer ordered that unless the Debtors have obtained, and submitted to the Court, a signed Asset Purchase Agreement for the sale of the assets of the Debtors, the Order will terminate on Oct. 14, 2016, at 5:00 p.m. He further ordered that if an approved sale of the assets of the Debtors is not closed by Nov. 15, 2016, the Order will terminate. The Debtor was directed to continue making scheduled adequate protection payments to Renasant Bank in the same amounts, pursuant to their previous agreement as originally set forth in the Final Order entered by the Court on Nov. 20, 2015. A full-text copy of the Order, dated Sept. 22, 2016, is available at https://is.gd/9Ppncw Renasant Bank is represented by: Charles N. Parnell, Esq. PARNELL & CRUM 641 S Lawrence St. Montgomery, AL 36104 Telephone: (334) 328-3891 E-mail: amurse@parnellcrum.com About United Plastic Recycling, Inc. United Plastic Recycling, Inc. and affiliate United Lands, LLC, filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ala. Case No. 15-32928 and 15-32926) on Oct. 16, 2015. The United Plastic petition was signed by John A. Bonham, Jr., president. Judge Dwight H. Williams Jr. Presides over United Lands' case, while Judge William R. Sawyer presides over United Plastic's case. James L. Day, Esq., at Memory & Day serves as the Debtors' bankruptcy counsel. United Plastic estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. United Lands estimated its assets at up to $50,000 and its liabilities at up $50,000. VALLEJO, CA: Officers Liable to Pay $50K Compensatory Damages --------------------------------------------------------------- In the case captioned JASON EUGENE DEOCAMPO; JESUS SEBASTIAN GRANT; JAQUEZS TYREE BERRY, Plaintiffs-Appellees, v. JASON POTTS, individually, and in his capacity as a Vallejo Police Officer; ERIC JENSEN, individually, and in his capacity as a Vallejo Police Officer, Defendants-Appellants, and JEREMY PATZER, individually, and in his capacity as a Vallejo Police Officer, Defendant, No. 14-16192 (9th Cir.), the United States Court of Appeals for the Ninth Circuit affirmed the district court's denial of the motion for relief from judgment filed by police officers Jason Potts and Eric Jensen pursuant to Federal Rule of Civil Procedure 60(b). The plaintiffs filed the action on March 30, 2006, against Vallejo, Vallejo's chief of police, and police officers Potts, Jensen, and Jeremy Patzer. The plaintiffs asserted excessive-force and other constitutional claims against the police officers under 42 U.S.C. section 1983, Monell claims against Vallejo and its chief of police, and various state-law causes of action, arising from the arrest of Jason Eugene Deocampo. On July 24, 2007, the parties stipulated to the dismissal with prejudice of plaintiffs' Monell claims and of Vallejo and its chief of police as defendants. Subsequently, on May 23, 2008, Vallejo filed for Chapter 9 bankruptcy and the case was stayed for more than four years. About a week after his case was stayed, Deocampo filed a proof of claim in Vallejo's pending bankruptcy proceedings. This stated that the amount of his claim was $300,000, and the basis for the claim was "Personal Injury." The Officers did not file any proofs of claim in the bankruptcy proceeding, for anticipated indemnity, defense costs, or otherwise; nor did Vallejo's bankruptcy court filings list the Officers or any other employees as potential creditors on the basis of defense or indemnification obligations. On August 4, 2011, the bankruptcy court entered an order confirming Vallejo's Second Amended Plan for the Adjustment of Debts, which became binding on all creditors on November 1, 2011. The district court lifted the stay on the plaintiffs' case on August 24, 2012. The jury returned a special verdict in favor of Deocampo, finding that the Officers had unreasonably seized Deocampo by using excessive force against him during the course of the arrest. It awarded Deocampo $50,000 in compensatory damages. The Officers then moved for relief from judgment pursuant to Federal Rule of Civil Procedure 60(b), contending that the judgment and fee award were effectively claims against Vallejo that were subject to adjustment under the Plan. The district court denied the Rule 60(b) motion, reasoning that, because Deocampo sought and obtained relief against the Officers in only their personal, rather than official, capacities, the Judgment was not discharged by Vallejo's bankruptcy. The Officers timely appealed. The Ninth Circuit recognized that under California law, Vallejo is generally obligated to indemnify its employees for claims against them arising from their employment. However, the Ninth Circuit held that where the plan confirmed by the bankruptcy court did not expressly encompass claims or judgments against the city's employees, the indemnification statutes do not subject such claims or judgments to adjustment by operation of law nor by the fact of the public employment itself. The Ninth Circuit thus affirmed the district court's denial of the Officers' Rule 60 motion for relief from judgment, and agreed with the district court that neither the judgment nor attorney's fee award was discharged by Vallejo's bankruptcy proceedings. A full-text copy of the appellate court's September 8, 2016 opinion is available at https://is.gd/Xs4JRw from Leagle.com. Defendants-Appellants are represented by: Austin Byrne Conley, Esq. GIBBONS AND CONLEY Hookston Square 3480 Buskirk Ave., Suite 200 Pleasant Hill, CA 94523 Tel: (925)932-3600 Fax: (925)932-1623 -- and -- Noah G. Blechman, Esq. James V. Fitzgerald, III, Esq. MCNAMARA, DODGE, NEY, BEATTY, SLATTERY, PFALZER, BORGES & BROTHERS LLP 1211 Newell Avenue Walnut Creek, CA 94596 Tel: (925)939-5330 Fax: (925)939-0203 Email: noah.blechman@mcnamaralaw.com -- and -- Claudia M. Quintana, Esq. DEPUTY CITY ATTORNEY, CITY OF VALLEJO 555 Santa Clara Street Vallejo, CA 94590 Tel: (707)648-4545 Email: claudia.quintana@cityofvallejo.net Plaintiffs-Appellees are represented by: Ayana Cuevas Curry, Esq. John L. Burris, Esq. LAW OFFICES OF JOHN L. BURRIS Airport Corporate Centre 7677 Oakport Street, Suite 1120 Oakland, CA 94621 Tel: (510)839-5200 Fax: (510)839-3882 Amici Curiae California State Sheriffs' Association, California State Police Chiefs' Association, and California Peace Officers' Association are represented by: Krista MacNevin Jee, Esq. James R. Touchstone, Esq. Martin J. Mayer, Esq. LAW OFFICES OF JONES & MAYER 3777 North Harbor Boulevard Fullerton, CA 92835 Tel: (714)446-1400 Fax: (714)446-1448 Email: kmj@jones-mayer.com jrt@jones-mayer.com mjm@jones-mayer.com About Vallejo, California Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano County, California in the United States. As of the 2000 census, the city had a total population of 116,760. It is located in the San Francisco Bay Area on the northern shore of San Pablo Bay. It was named for General Mariano Guadalupe Vallejo. Vallejo filed for protection under Chapter 9 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, after it was unable to persuade labor unions to accept salary concessions as the recession began cutting into local government tax collections nationwide. Marc A. Levinson, Esq., and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in Sacramento, California, represented the City. The city estimated $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. According to Vallejo's comprehensive annual report for the year ended June 30, 2007, the city has $983 million in assets and $358 million in debts. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. A federal judge released the city of Vallejo from bankruptcy on Nov. 1, 2011. VERENGO INC: Selling Substantially All Assets to Crius for $11.9M ----------------------------------------------------------------- Verengo, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of substantially all assets to Crius Solar Fulfillment, LLC for $11,900,000, subject to overbid. Verengo, Inc., is a privately held corporation organized under Delaware law, headquartered in Torrance, CA with warehouse operations centers in Anaheim and Valencia, and an operations center in Phoenix, AZ. The company's business focuses on the installation of solar photovoltaic systems and is one of the most well known and respected brands in residential solar. Moreover, the company offers a range of energy-saving products to help users to conserve the energy generated from their solar systems. It also markets and sells solar panels and semiconductor-based micro inverter systems in the US. In 2013, the Debtor began to experience quality problems with its installations in the eastern part of the US. Eventually, it was suspended by the New York State Energy Research and Development Authority, which prevented the Debtor from activating many of its installed systems until they were reinstalled. This resulted in additional costs to the Debtor and reduced cash flow. In January 2015, all northeast operations were sold to NRG Energy, Inc.; contemporaneously, Northern and Central California operations were shut down. In addition, between 2012 and 2016 sales and marketing expenses for the origination part of the business were excessive and weighed on the Debtor's cash flow. In 2016, the Debtor continued to experience reduced cash flow and strained liquidity as a result. As such, the Debtor implemented a focused business-to-business strategy, eliminating the unprofitable origination business and becoming an engineering, procurement and construction company. As a result of these initiatives, the Debtor reduced year-over-year operating expenditures by $26,000,000 million and indirect costs by $3,900,000. The Debtor also believes that its 2016 EBITDA will be positive by December, with 2017's forecasted cost reductions driven by reduced supply chain costs and volume increase. The Debtor projects $2,600,000 of revenue from new accounts from August through December 2016. Given the Debtor's inability to independently survive as a going concern, the board of directors of the Debtor has authorized the filing of the Chapter 11 Case to pursue a sale of the Debtor's assets. In order to fund the continued operations of the Debtor during the completion of the marketing process, the DIP Lender has agreed to provide the Debtor with postpetition financing pursuant to the DIP Credit Agreement. The Debtor had a line of credit with Bridge Bank with a high balance of $9,300,000 ("Secured Loan"), which balance was reduced over time. On July 15, 2016, Bridge delivered a Notice of Default to the Company as a result of a payment default. On Aug. 25, 2016, Bridge froze the account and thereafter funds were swept from the Company's bank account at Bridge, reducing the principal amount of the loan to approximately $983,000. On Aug. 29, 2016, Bridge delivered a second Notice of Default to the Debtor as a result of various covenant defaults. Finally, on Aug. 31, 2016, Bridge delivered a third Notice of Default to the Debtor as a result of various payment and covenant defaults. Immediately prior to the Petition Date, the Secured Loan was purchased from Bridge and is now held by Crius Solar Fulfillment. As of the Petition Date, the outstanding aggregate principal amount of the Secured Loan was $2,272,000, which includes protective advances of $1,272,000 that were funded under the Secured Loan immediately prior to the Petition Date. CPF Asset Management, LLC, now known as Spruce Finance loaned $8,500,000 to the Debtor via the: (i) CPF Loan Addendum to Standard Master Installer Contract dated May 9, 2014; (ii) Restated and Amended CPF Loan Addendum to Standard Master Installer Contract dated June 27, 2014; (iii) Second Restated and Amended CPF Loan Addendum to Standard Master Installer Contract dated Sept. 12, 2014; (iv) First Amendment to Second Restated and Amended CPF Loan Addendum to Standard Master Installer Contract dated Jan. 6, 2015; (v) Third Restated and Amended CPF Loan Addendum to Standard Master Installer Contract dated Sept. 23, 2015; and (vi) First Amendment to Third Restated and Amended CPF Loan Addendum to Standard Master Installer Contract dated Dec. 2, 2015 ("Spruce Loans"). Interest is accruing on the Spruce Loans but no principal payments have been made. The Company believes the Spruce Loans to be junior to the Bridge Bank Loan. Immediately prior to the Petition Date, the Spruce Loans were also acquired by Crius Solar Fulfillment. Additional secured notes ("Senior Notes"), believed to be junior to both the Bridge Bank Loan and the Spruce Loan, are: (i) Angeleno in the amount $ 11,089,848; (ii) ClearSky in the amount of $11,089,848; (iii) Arnold Fishman in the amount of $422,191; (iv) BainBridge Partners in the amount of $133,460; (v) Org Bowen Campbell & Lauren Bishop in the amount of $10,639; and (vi) Bishop Living Trust in the amount of $218,695. The Debtor has entered into a DIP Credit Agreement with Crius Solar Fulfillment ("DIP Lender") and is seeking Court authorization for the Debtor to obtain debtor-in-possession financing in the form of a revolving credit facility in the aggregate principal amount of up to $2,000,000 ("DIP Credit Facility") on the terms and conditions set forth therein. In complement to the Debtor's internal restructuring, the Debtor engaged Roth Capital Partners, LLC as an M&A Advisor in April 2016. Specifically, Roth was engaged to analyze the Debtor with respect to a valuation of the company, identify potential third party acquirers, and assist in structuring any transaction. Based on its knowledge of the solar industry, Roth executed a targeted outreach effort to groups it felt were well qualified as potential acquirers. Despite these efforts, none of these discussions resulted in a transaction. In September 2016, the Debtor terminated Roth. The Debtor requests authority to solicit bids for the assets utilizing the Bidding Procedures. The Bidding Procedures describe, among other things, the assets to be sold, the manner in which bids become qualified bids, the coordination of diligence efforts among potential bidders, the Debtor, and its advisors and management, the receipt and negotiation of bids received, the conduct of any auction, and the selection and approval of the successful bidder. The Bidding Procedures were developed consistent with the Debtor's competing needs to expedite the sale process and promote participation and active bidding. Moreover, the Bidding Procedures reflect the Debtor's objective of conducting the auction in a controlled, but fair and open, fashion. As a result, the Debtor has concluded that the sale of its assets pursuant to Section 363 of the Bankruptcy Code with an open and competitive auction process will maximize the value of its assets for the benefit of creditors. The Debtor solicited a pre-auction bid from Crius Solar Fulfillment resulting in the Debtor's entry into a stalking horse agreement ("Stalking Horse Agreement") with Crius Solar Fulfillment ("Stalking Horse Purchaser"). The members of Crius Solar Fulfillment are Crius Energy Corp., Angeleno Investors III—Verengo Solar, L.P., ClearSky Funding I, LLC, and Spruce. Crius Solar Fulfillment was formed on or about Sept. 22, 2016 to pursue the acquisition of the Secured Loan and the provision of the DIP Credit Facility, as well as to serve as the stalking horse purchaser of the Debtor's assets. In connection with the formation of Crius Solar Fulfillment, Angeleno, ClearSky and Spruce contributed their holdings of the Spruce Loans and the Senior Notes held by them to Crius Solar Fulfillment. Crius Solar Fulfillment intends to credit bid $11,700,000 comprised of (i) the amount outstanding under the DIP Credit Agreement at the time of closing, plus (ii) the amount of the Secured Loan totaling $2,272,000, plus (iii) such amount of Senior Notes necessary to total, when combined with the credit bid amounts from clauses (iv) and (v), $11,700,000, for the purchase of all or substantially all of the Debtor's assets. The Debtor intends to retain SSG Advisors, LLC, as its investment banker to, among other things, shop around the stalking horse purchaser's offer in an effort to achieve the highest bid for the Debtor's assets. The Debtor proposes this timeline: a. Bidding Procedures: Hearing Within 24 days of the Petition Date b. Objection Deadline in Connection with Sale of Purchased Assets and Cure Amounts: Within 48 days of the Petition Date c. Bid Deadline: Within 50 days of the Petition Date d. Auction Date (if necessary): Within 52 days of the Petition Date e. Sale Hearing: Within 55 days of the Petition Date Absent a prompt sale pursuant to the proposed procedures and timeline, the Debtor believes that the going concern value of the Purchased Assets may be significantly compromised, rendering the possibility of a sale unlikely. The Debtor therefore submits that the proposed timeline is more than sufficient to complete a fair and open process that will maximize value for the Debtor's assets while at the same time preserve the going concern value. In recognition of the Stalking Horse Purchaser's expenditure of time, energy, and resources, the Debtor has agreed that if the Stalking Horse Purchaser is not the successful bidder, the Debtor will pay the Stalking Horse Purchaser an amount in cash equal to (i) $475,000 ("Breakup Fee") plus (ii) the aggregate amount of the reasonable, actual, and necessary, out-of-pocket expenses paid or incurred by the Stalking Horse Purchaser and its affiliates relating to or in connection with its bid ("Expense Reimbursement"), subject to a cap of $175,000. The Debtor has further agreed that its obligation to pay the Breakup Fee and Expense Reimbursement pursuant to the Stalking Horse Agreement will (i) survive termination of the Stalking Horse Agreement, (ii) to the extent owed by the Debtor, constitute an administrative expense claim under Section 503(b) of the Bankruptcy Code, and (iii) be payable within 2 business days under the terms and conditions of the Stalking Horse Agreement and the Bidding Procedures Order, notwithstanding Section 507(a). The Debtor submits it is an exercise of its sound business judgment to assume and assign, as the case may be, the assigned contracts to the Stalking Horse Purchaser or Successful Bidder, as the case may be, in connection with the consummation of the sale, and that the assumption and assignment of the assigned contracts is in the best interests of the Debtor, its estate, its creditors, and all parties in interest. The Debtor further submits that the proposed Assumption and Assignment Procedures, including the form of Cure Notice, are appropriate and reasonably tailored to provide counterparties to the assigned contracts with adequate notice of the proposed assumption and assignment as well as proposed cure costs, if any. The Debtor believes that implementation of the Assumption and Assignment Procedures is appropriate under the circumstances and should be approved. A copy of the Bidding Procedures, the Stalking Horse Agreement, and Assumption and Assignment Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Verengo_Inc_13_Sales.pdf The Debtor intends to present the successful bid and the back-up bid, as the case may be, for approval by the Court pursuant to the provisions of Sections 105, 363 and 365 of the Bankruptcy Code at the Sale Hearing to be scheduled by the Court. The Debtor respectfully requests that any such Sale Hearing be scheduled no later than 55 days following the Petition Date. The Debtor further requests that any and all objections to the relief to be considered at the Sale Hearing be filed 7 days prior to the Sale Hearing. Because of the potentially diminishing value of the purchased assets, the Debtor needs the flexibility to close the sale promptly after all closing conditions have been met or waived. The Debtor requests that the Court waive the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). The Purchaser: CRIUS SOLAR FULFILLMENT, LLC c/o Crius Energy, LLC 1055 Washington Blvd., Floor 7 Stamford, CT 06901 Attn: Chief Legal Officer E-mail:bclay@criusenergy.com The Purchaser is represented by: Mark Getachew, Essq. Paul Shalhoub, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019 E-mail: mgetachew@willkie.com pshalhoub@willkie.com Proposed Attorneys for Debtor: Scott D. Cousins, Esq. Evan T. Miller, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Telephone: (302) 655-5000 Facsimile: (302) 658-6395 E-mail: scousins@bayardlaw.com emiller@bayardlaw.com About Verengo, Inc. Verengo, Inc. is a privately held corporation organized under Delaware law, headquartered in Torrance, CA with warehouse operations centers in Anaheim and Valencia, and an operations center in Phoenix, AZ. It originated from Ken Button and Randy Bishop's purchase of Gemstar Builders in February 2008, which was subsequently renamed Verengo Solar, a doing business as of Verengo, Inc. The company's business focuses on the installation of solar photovoltaic systems and is one of the most well known and respected brands in residential solar. Moreover, the company offers a range of energy-saving products to help users to conserve the energy generated from their solar systems. It also markets and sells solar panels and semiconductor-based micro inverter systems in the United States. As of August 2016, it has installed 19,800 systems. One its key strategic initiatives going forward is coupling energy storage with solar and it expects to be a leader in this segment by the time the market matures. Following the company's inception, operations were opened in California, New Jersey, New York, and Connecticut. In February 2015, however, all northeast operations were sold to NRG Energy, Inc.; contemporaneously, Northern and Central California operations were shut down. Notwithstanding, the it remains the largest Southern California-based residential solar provider and its current business focus is California; and its processes, operations, and supply chain are scalable for expansion into additional geographies. For the year ending Dec. 31, 2015, the Vwrengo achieved $82 million in revenue and 3,200 installations. Notwithstanding, the company found itself experiencing reduced cash flow in 2016 and strained liquidity as a result. Verengo, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 16-12098) on Sept. 23, 2016. VERENGO INC: Wants Approval for $22-Mil. Crius Solar DIP Loan ------------------------------------------------------------- Verengo, Inc., asks the U.S. Bankruptcy Court for the District of Delaware for authorization to obtain postpetition financing from Crius Solar Fulfillment, LLC and to continue using cash collateral. The Debtor seeks to obtain debtor-in-possession financing in the form of a revolving credit facility in the aggregate principal amount of up to $2,000,000. The Debtor is indebted to Crius Solar Fulfullment, as First Lien Lender, under the First Lien Business Financing Agreement. The Debtor is also indebted to Crius Solar Fulfillment, as Second Lien Lender, under the Second Lien Note Purchase Agreements. The relevant terms, among others, of the DIP Facility are: (1) Interest Rate: 12% per annum; (2) Default Interest Rate: 2% in excess of applicable interest rate; (3) Maturity: The earlier of (a) the date a plan is consummated in the chapter 11 case of the Debtor, (b) the date of consummation of a sale of all or substantially all of the assets of the Debtor, or (c) December 31, 2016; (4) Grant of Priority or Lien on Property of Estate: The DIP Lender is granted Superpriority Claims and DIP Liens, which include: a first-priority lien on the Unencumbered Property, a second-priority lien on Non-Primed Liens, and a first priority senior priming lien on all Prepetition Collateral. The Superpriority Claim in favor of the DIP Lender will be senior to all claims except for the Carve-Out. The DIP Liens also will be senior to the Prepetition Secured Parties’ Adequate Protection Liens. (5) Adequate Protection or Priority for Prepetition Claims: The Prepetition Secured Parties are granted Adequate Protection Liens and 507(b) Claims. The Adequate Protection Liens will be junior to the DIP Liens. The Debtor's DIP Budget covers the period beginning Sept. 23, 2016, and ending on Dec. 31, 2016. The Budget provides for total operating disbursements in the amount of $7,114,000 and total bankruptcy costs in the amount of $984,000. The Debtor relates that given its inability to independently survive as a going concern, the board of directors of the Debtor has authorized the filing of the Chapter 11 case to pursue a sale of the Debtor's assets. The Debtor further relates that in order to fund the continued operations of the Debtor during the completion of the marketing process, the DIP Lender has agreed to provide the Debtor with the DIP Facility pursuant to the DIP Documents and the DIP Orders. The Debtor tells the Court that it has entered into a stalking horse purchase agreement with Crius Solar Fulfillment. The Debtor further tells the Court that Crius Solar Fulfillment intends to credit bid $11.7 million comprised of: (i) the amount outstanding under the DIP Credit Agreement at the time of closing; plus (ii) the amount of the Secured Loan totaling $2,272,000; plus (iii) such amount of Senior Notes necessary to total, when combined with the credit bid amounts from clauses (i) and (ii), $11.7 million, for the purchase of all or substantially all of Verengo's assets. The Debtor intends to seek approval of certain bid protections and bidding procedures to complete the marketing process and ensure that the Debtor realizes the highest and best value for its assets. A full-text copy of the Debtor's Motion, dated Sept. 23, 2016, is available at http://tinyurl.com/jug7zzv A full-text copy of the DIP Credit Agreement, dated Sept. 23, 2016, is available at http://tinyurl.com/h4mzz8k A full-text copy of the DIP Budget, dated Sept. 23, 2016, is available at http://tinyurl.com/jftqyzv Verengo, Inc., is represented by: Scott D. Cousins, Esq. Evan T. Miller, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Telephone: (302) 655-5000 E-mail: scousins@bayardlaw.com emiller@bayardlaw.com About Verengo, Inc. Verengo, Inc., filed a chapter 11 petition (Bankr. D. Del. Case No. 16-12098-BLS) on Sept. 23, 2016. The Debtor is represented by Scott D. Cousins, Esq. and Evan T. Miller, Esq., at Bayard, P.A. The Debtor is a privately held corporation organized under Delaware law, headquartered in Torrance, CA with an operations center in Phoenix, AZ. The Debtor originated from Ken Button and Randy Bishop’s purchase of Gemstar Builders in February 2008, which was subsequently renamed Verengo Solar, a d/b/a of Verengo, Inc. The Debtor’s business focuses on the installation of solar photovoltaic systems and is one of the most well-known and respected brands in residential solar. Moreover, the Debtor offers a range of energy-saving products to help users to conserve the energy generated from their solar systems. The Debtor also markets and sells solar panels and semiconductor-based micro inverter systems in the United States. VICTOR JONES: Plan Outline to be Heard on Oct. 24 ------------------------------------------------- The U.S. Bankruptcy Court for the District of Ohio will convene a hearing on Oct. 24, 2016, at 1:30 p.m., to determine the adequacy of the Disclosure Statement in support of the Plan of Reorganization filed by Victor Stephen Jones. D. Blair Clark, of 1513 Tyrell Lane, Suite 130, in Boise, Idaho, represent the Debtor. Victor Stephen Jones sought bankruptcy protection (Bankr. D. Idaho Case No. 15-01671) on December 28, 2015. WANDA MENDEZ: Plan Confirmation Hearing Set for Nov. 1 ------------------------------------------------------ John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida will convene a hearing to consider confirmation of Wanda Mendez's Plan of Reorganization on Nov. 1, 2016, at 10:30 a.m., United States Bankruptcy Court, 299 East Broward Boulevard, Courtroom 301, in Ft. Lauderdale, Florida 33301. Parties have until Oct. 18, 2016, to (i) file objections to confirmation of the Plan, and (ii) file ballots accepting or rejecting the Plan. Sept. 22, 2016 is the last day for filing and serving objections to claims. Wanda Mendez sought bankruptcy protection (Bankr. S.D. Fla. Case No. 15-19535) on May 27, 2015. The Debtor is an individual who is the owner and operator of AAA Deaf Corp., a Florida corporation that provides translation and interpretation services for deaf individuals. Ms. Mendez and others under contract with the corporation, interpret and translate from English and Spanish to American sign language. The business was started in 2009. WD WOLVERINE: Moody's Assigns B3 CFR; Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to WD Wolverine Holdings, LLC. This issuer is the borrowing entity for WellDyneRx, a privately held pharmacy benefit manager. At the same time, Moody's assigned a B2 rating to company's senior secured first lien term loan and bank revolving credit facility, and a Caa2 to its second lien term loan. The rating outlook on all ratings is stable. Proceeds from this offering will be used to partially finance Carlyle Group's acquisition of WellDyneRx from WellDyne Holding Corporation. Ratings assigned: WD Wolverine Holdings, LLC Corporate Family Rating at B3 Probability of Default Rating at B3-PD First Lien Revolver at B2 (LGD 3) First Lien Term Loan at B2 (LGD 3) Second Lien Term Loan at Caa2 (LGD 5) The outlook on all ratings is stable. RATINGS RATIONALE "WD Wolverine's B3 rating reflects its very high leverage, and its position as a very small, relatively new player in a PBM sector dominated by three large players," said Diana Lee, a Moody's Senior Credit Officer. "But, we expect new client wins and new vendor contracts to help it deleverage and achieve positive free cash flow," continued Lee. Initial debt/EBITDA will be about 7.1 times (including new client wins and cost savings that are effective during the second half of 2016). WD Wolverine Holding's B3 CFR reflects the company's very high leverage. The rating also reflects the company's short operating history as a full-service pharmacy benefit manager (PBM) and its small size relative to the other players in a market which is dominated by three PBMs: Express Scripts, CVS Health and OptumRx (part of health insurer UnitedHealth Group). In the past, WD Wolverine was a niche player, targeting small customers interested in its specialty and mail order services. Since 2014, it has more than doubled the number of members it covers by entering the full service PBM market. It will face more competition, however, as it expands to mid-size customers, who are also a target of larger PBMs. Further, margins will come down as the company seeks to attract larger clients beyond its small customers that contracted for its legacy businesses. Going forward, positive free cash flow will depend on growth in earnings associated with new clients as well as working capital improvements associated with new vendor contracts. The stable rating outlook reflects Moody's belief that WD Wolverine will deleverage as profits rise from new client wins and recent cost savings initiatives. Further, the outlook reflects Moody's expectation that the company will generate positive free cash flow as a new vendor contract reduces working capital needs. The ratings could be upgraded if the company can demonstrate a longer track record as a full-service PBM by continued gains in new clients, and can improve profits and free cash flow. Moody's would also need to see debt/EBITDA sustained below 5.0 times before considering an upgrade. The ratings could be downgraded if the company's free cash flow turns negative due to higher than expected working capital needs, experiences sales or profit declines, or does not deleverage. Specifically, ratings could be downgraded if debt/EBITDA is sustained above 6.0 times. WD Wolverine's liquidity over the upcoming year will be sufficient, aided by positive free cash flow but some potential for revolver draws due to timing of working capital needs. Although there will be a springing net leverage covenant under its revolver, both its first and second lien facilities will not be subject to financial covenants. The principal methodology used in these ratings was that for the Distribution and Supply Chain Services Industry published in December 2015. WD Wolverine Holdings, LLC is the borrowing entity for WellDyneRx, a privately owned independent PBM headquartered in Lakeland, Florida. The company operates three main business segments -- a commercial/consumer PBM, a mail order and specialty pharmacy, as well as a discount card business. Carlyle Group expects to acquire WellDyneRx in the fourth quarter of 2016. WEIGHT WATCHERS: Egan-Jones Cuts Commercial Paper Rating to C ------------------------------------------------------------- Egan-Jones Ratings Company downgraded on Aug. 29, 2016, the rating on commercial paper issued by Weight Watchers International Inc. to C from B. WESTPORT HOLDINGS: Wants to Use CPIF Cash Collateral ---------------------------------------------------- Westport Holdings Tampa, Limited Partnership, and Westport Holdings Tampa II, Limited Partnership ask the U.S. Bankruptcy Court for the Middle District of Florida for authorization to use cash collateral. CPIF Lending, LLC, loaned approximately $9,500,000 to the Debtors, of which the entire amount is still the approximate current principal balance owed on CPIF's loan. The obligations owed to CPIF are secured by mortgages on and security interests in real and personal property owned by the Debtors. The Debtors request authority to use cash collateral immediately to pay operating expenses necessary to continue the operation of the Debtors' businesses, to maximize the return on their assets, and to otherwise avoid irreparable harm and injury to their businesses and their estates. The Debtors seek the use of cash collateral to pay amounts necessary to protect residents or provide the residents with a high quality of care. The Debtors' proposed Budgets cover a period of four weeks and provide for total payables in the amount of $928,611. In the event that a creditor asserts a lien on cash collateral, in exchange for the Debtors’ ability to use cash collateral in the operation of its businesses, the Debtors propose to grant, as adequate protection, to the creditor a replacement lien equal in extent, validity, and priority to the lien held by the creditor as of the Petition Date. The Debtors assert that any interests of creditors will be adequately protected by replacement lien. If allowed to use cash collateral, the Debtors believe that they can stabilize their business operations and maintain going concern value pending a sale of their assets. The Debtors contend that if they were not allowed to use cash collateral, their business operations will cease, which will significantly reduce the value of the Debtor’s assets. A full-text copy of the Debtor's Motion, dated Sept. 22, 2016, is available at http://tinyurl.com/h2o3ufg Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership are represented by: Scott A. Stichter, Esq. Stephen R. Leslie, Esq. STICHTER RIEDEL BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Telephone: (813) 229-0144 E-mail: sstichter@srbp.com aharris@srbp.com About Westport Holdings Tampa Westport Holdings Tampa, dba University Village, is a care retirement community in Tampa, Florida. It offers residents villas, apartments, an assisted living facility and a skilled nursing care center for their end of life needs. Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership filed chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 8:16-bk-8167-MGW and 8:16-bk-8168-MGW) on September 22, 2016. The Debtors are represented by Scott A. Stichter, Esq. and Stephen R. Leslie, Esq., at Stichter Riedel Blain & Postler, P.A. WILLIAM COLE: Proposes to Pay $15K to Unsecured Creditors --------------------------------------------------------- William and Milagros Cole on Sept. 15 filed with the U.S. Bankruptcy Court for the District of Massachusetts a Chapter 11 plan of reorganization that proposes to pay $15,000 to unsecured creditors. Under the plan, holders of Class 5 unsecured claims will receive pro-rata payment of $3,000 on an annual basis for five years beginning on the effective date of the plan for a total of $15,000 or an 11% dividend. Prior to the hearing on confirmation of the plan, the disbursing agent will receive from the Debtors $10,000 to pay claims on the effective date. The source of payments includes the Debtors' employment income, rental income, and funds accumulated by the Debtors during the pendency of their bankruptcy case, according to the disclosure statement explaining the plan. A copy of the disclosure statement is available for free at https://is.gd/1Nqb7f About The Coles William Cole and Milagros Cole sought Chapter 11 protection (Bankr. D. Mass. Case No. 16-11695) on May 3, 2016. The Debtors are represented by Michael Van Dam, Esq., at Van Dam Law LLP. WINDMILL RESERVE: Employs Rosenbaum Sobel as Accountant ------------------------------------------------------- Windmill Reserve Corp. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Rosenbaum Sobel LLC as accountant, nunc pro tunc to the September 9, 2016 petition date. The Debtor requires Rosenbaum Sobel to (a) prepare the 2014, 2015 Federal S Corporation Income Tax Returns and all subsequent years during the case; (b) consult with the Curator and Attorneys regarding any tax or accounting issues that arise; and (c) perform any other services that the Curator and Attorneys require or request. Rosenbaum Sobel will be paid at these hourly rates: Steven R. Rosenbaum, CPA, CFF $300 Other Partners $200-$300 Staff Accountants $75-$175 Rosenbaum Sobel will also be reimbursed for reasonable out-of-pocket expenses incurred. Rosenbaum Sobel estimates that fees for the preparation of the 2014 and 2015 tax returns will be approximately $10,000. Steven R. Rosenbaum, member of Rosenbaum Sobel, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Rosenbaum Sobel can be reached at: Steven R. Rosenbaum ROSENBAUM SOBEL, LLC 900 South Pine Island Road Plantation, FL 33324 Tel.: (954) 744-8440 Fax: (954) 744-8441 Email: srosenbaum@theflacpa.com About Windmill Reserve Windmill Reserve Corp., fka Estates of Swan Lake Corp., is a Florida corporation that owns and developed the "Windmill Reserve" community in Weston, Florida. "Windmill Reserve" consists of 94 single family home sites, 72 of which have been sold and improved. The Debtor holds title to 22 lots in the community. The Debtor also owns two lots used for mitigation and located in Miramar, Florida. The Debtor filed a voluntary Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-20986) on Aug. 8, 2016. The petition was signed by Philip J. Von Kahle as president. The Debtor listed total assets of $15.53 million and total debts of $42.89 million. Berger Singerman LLP serves as the Debtor's counsel. The case is assigned to Judge Raymond B Ray. WORLD OF WOOD: Wants to Use Access National Bank Cash Collateral ---------------------------------------------------------------- World of Wood, Ltd. asks the U.S. Bankruptcy Court for the Eastern District of Virginia for authorization to use Access National Bank's cash collateral. The Debtor says that it is indebted to Access National Bank in the amount of approximately $139,000. The Debtor further says that the monthly payment under the ANB Note is approximately $3,400, and that the Debtor is current on the payments due under the ANB Note. The Debtor adds that the ANB Note is secured by a lien on the Debtor’s inventory, chattel paper, accounts, equipment and general intangibles. The Debtor tells the Court that Access National Bank's interest is adequately protected by the equity cushion between the amount of Access National Bank's secured claim and the value of the assets securing the claim. The Debtor proposes to continue paying the monthly payments due under the ANB Note, in the amount of $3,400 per month, and grant a replacement lien on the replacement inventory and cash. A full-text copy of the Interim Order dated September 19, 2016 is available at https://is.gd/Awi7lt About World of Wood, Ltd. World of Wood, Ltd. dba Hardwood Aritsans filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 16-13186), on September 19, 2016. The petition was signed by Curtis Smay, co-CEO. The case is assigned to Judge Brian F. Kenney. The Debtor is represented by Christopher L. Rogan, Esq. at ROGANMILLERZIMMERMAN, PLLC. The Debtor disclosed $320,649 in total assets and $4.23 million in total liabilities. The petition was signed by Curtis Smay, co-CEO. 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