/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180724.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 24, 2018, Vol. 22, No. 204 Headlines 07-005 ARTOIS: Seeks Court Approval of Proposed Plan Outline 4 WEST HOLDINGS: Taps VMG Health as Valuation Consultant 99 CENTS: Bank Debt Trades at 5% Off ACI CONCRETE: $625K Sale of Assets to Brundage-Bone Approved ACUSPORT CORP: $7.75M Sale of All Assets to Ellett Brothers Okayed AIR METHODS: Bank Debt Trades at 5% Off ALLIED IV LLC: Gets Authorization to Use Cash Collateral AMERICAN CENTER: Taps Bederson & Co as Forensic Accountant ANCHOR GLASS: Bank Debt Trades at 8% Off API HEAT: Bank Debt Trades at 4% Off APM LLC: Plan to be Funded from Sale of Certain Assets AVIATION ENGINEERING: Plan Confirmation Hearing Set for Aug. 2 AVSC HOLDING: S&P Cuts Corp. Credit Rating to 'B-', Outlook Stable BASIM ELHABASHY: $50K Sale of Cairo Real Property Approved BESTWALL LLC: Taps Berkeley Research Group as Financial Advisor BEVERLY HILLS: PCO Files 1st Interim Report BRANDENBURG FAMILY: $218K Sale of Jefferson Property to Cramers OKd BRANDENBURG FAMILY: Aug. 9 Hearing on Plan Confirmation BW HOMECARE: S&P Assigns 'B-' Corp. Credit Rating, Outlook Positive C & D FRUIT: Aug. 22 Plan Confirmation Hearing C & D FRUIT: Real Properties & Termsheet Sales Approved CCS ONCOLOGY: PCO Files 3rd Report CHIEF POWER: Bank Debt Trades at 10% Off CHINA FISHERY: Sale Procedures for Golf Club Membership Approved CLARION EVENTS: Bank Debt Trades at 3% Off CONFIE SEGUROS: Bank Debt Trades at 3% Off COOLWATER ESTATES: Simmons Bank Opposes Plan and Disclosures DITECH HOLDING: Bank Debt Trades at 4% Off DON FRAME TRUCKING: Authorized to Use $23,000 in Cash Collateral DRY EYE COMPANY: Allowed to Use Cash Collateral on Interim Basis EASTGATE PROFESSIONAL: Sept. 11 Plan Confirmation Hearing ELEMENTS BEHAVIORAL: Judge Directs Appointment of D.N. Crapo as PCO EXTRACTION OIL: S&P Withdraws 'B' Issuer Credit Rating EZRA HOLDINGS: Sale of Interest in IC Cell's Preferred Shares OK'd EZRA HOLDINGS: SGD$3M Sale of Interest in Ubi Tech Property Okayed FLOYD E. SQUIRES: Examiner's $450K Sale of Eureka Property Approved FORASTERO INC: $9M Sale of Coral Gables Property to Capital Okayed FULCRUM EXPLORATION: Seeks Approval to Use Cash Collateral FURNITURE FACTORY: Unsecured Creditors to Recover 2.9% Under Plan FUZION MEET: $65K Sale of Liquor License 47-540 to RNB Approved GARY STEINGROOT: $710K Sale of Granite Bay Property Approved GREENTECH AUTOMOTIVE: Files Joint Chapter 11 Plan of Liquidation HOAG URGENT: PCO Files 5th Interim Report HOUGHTON MIFFLIN: Bank Debt Trades at 7% Off HUDSON'S BAY: Bank Debt Trades at 6% Off JAMES EHLERS: $432K Sale of Dillon Condo Unit to Perrys Approved JOYFULL RIDE: Unsecureds to Get 10% Dividend Over Four Years JTJM INC: $150K Sale of Santa Clarita Submarina Resto Approved KODY BRANCH: Taps Terzian Law Group as Bankruptcy Counsel LA HABICHUELA: Cash Flow, Future Income to Fund Proposed Plan LIVE OAK HOLDING: Trustee Taps Pacific Commercial as Broker LOMA LINDA: Fitch Rates Series 2018A Bonds 'BB', Outlook Stable LOMA LINDA: S&P Lowers Ratings on 2014/2016 Rev. Bonds to 'BB-' MCMAHAN-CLEMIS INSTITUTE: Seeks Authority on Cash Collateral Use MOEINI CORP: $1M Sale of Foley Property to Yi Xiang Ou Approved MOHDSAMEER ALJANEDI: PCO Files 5th Interim Report MOLDOVA FOREVER: Taps Alla Kachan PC as Attorney MONITRONICS INT'L: Moody's Cuts CFR to Caa2, Outlook Stable OCALA PETROLEUM: Sept. 17 Creditor Plan Confirmation Hearing ORION HEALTHCORP: $10M Sale of All Target Assets to Medical Okayed OUTERSTUFF LLC: S&P Affirms 'B' CCR & Alters Outlook to Negative PAYROLL MANAGEMENT: $128K Sale of Fort Walton Beach Property Okayed QUALITY DISTRIBUTION: S&P Affirms B- on $525MM First Lien Loan QUANTUM WELLNESS: Aug. 30 Plan Confirmation Hearing R.E. GAS DEVELPMENT: Court Approves Asset Sale Protocol RANCH ENERGY: Gets Court Order to Restructure Under CCAA RIEDESEL ENGINEERING: $11K Sale of Interest in Ford F-150 Approved ROCKAWAY WORKFORCE: Taps White Law Chartered as Legal Counsel RSP PERMIAN: Moody's Withdraws Ba3 CFR on Debt Repayment SAMUEL WYLY: Auction Sale of Rosemary's Circle R Ranch Approved SANCILIO PHARMACEUTICAL: Taps JND Corporate as Administrative Agent SANCILIO PHARMACEUTICALS: Auction Sale of All Assets Approved SCOTTDALE DETOX: Sale of Assets to Fund Liquidating Plan SCOTTSDALE DETOX: PCO Files 2nd Interim Report SEADRILL LIMITED: Bank Debt Trades at 8% Off SERTA SIMMONS: Bank Debt Trades at 15% Off SHERIDAN INVESTMENT: Bank Debt Trades at 14% Off SKILLSOFT CORPORATION: Bank Debt Trades at 16% Off SKIP ONE SEAFOOD: Plan Confirmation Hearing Set for Aug. 29 SMARTMALLOW FARMS: Court OK's Plan Outline; Aug. 14 Plan Hearing SPECTRUM ALLIANCE: $25K Sale of Assets to Black Diamond Approved STERLING FERGUSON: Proposed Sale of Miami Property Approved STEWART DUDLEY: Magnify Trustee's $295K Sale of Condo Unit 1925 OKd SUNSHINE DAIRY: Taps GA Global Partners & Harry Davis as Auctioneer TEXDOM INVESTMENTS: To Pay Lone Star Monthly at 5.25% Interest TOYS R US: Propco I Debtors Tap Prime Clerk as Claims Agent TOYS R US: Unsecureds to Get Nothing Under New Propco II Plan TRIUMPH GROUP: S&P Cuts Corp. Credit Rating to 'B-', Outlook Stable VANITY SHOP: Aug. 29 Plan Confirmation Hearing VARSITY BRANDS: S&P Affirms 'B' Corp. Credit Rating, Outlook Neg. VENTURE INVESTMENTS: Hires Steidl & Steinberg as Bankruptcy Counsel VERN'S AUTO: FC Partners to be Paid $141 Monthly at 5% Over 5 Years WILL NELSON: $110K Sale of Memphis Property to Watson Approved XPERTES LLC: Proposed Auction Sale of All Assets Approved [^] Large Companies with Insolvent Balance Sheet ********* 07-005 ARTOIS: Seeks Court Approval of Proposed Plan Outline ------------------------------------------------------------ 07-005 Artois Business Trust filed a motion asking the U.S. Bankruptcy Court for the District of Nevada to conditionally approve its disclosure statement dated June 19, 2018. The Debtor also asked the Court that the plan confirmation hearing be scheduled before August 8, 2018, at 1:30 p.m. to accommodate the stipulation with Glenn County or a date convenient to the Court. The proposed Disclosure Statement contains the information required regarding small business debtors, including, (a) a statement regarding the Debtor’s background, ownership, and pre-bankruptcy operating and financial history; (b) a discussion of the reason for the bankruptcy filing; (c) a summary of proceedings to date in the bankruptcy case; (d) a summary of assets; (e) a description of unclassified claims, including estimated amounts of the administrative and priority claims; (t) a description of claims by class, including an estimate of the amount of claims in each class as reflected by the schedules and proofs of claim on file; (g) a summary of the treatment of unclassified and classified claims under the proposed plan; (h) a discussion of the means of implementing the proposed plan; (i) s summary of risk factors; (j) a discussion of the tax consequences of the proposed plan; (k) a summary of the treatment of executory contracts under the proposed plan; (l) a liquidation analysis; and (m) a statement as to how the proponent intends to achieve the payments proposed. The Troubled Company Reporter previously reported that unsecured creditors will be paid in full under the plan. The Debtor estimates that the purchase price of the current sale of the Property located in Glenn County, California. will provide sufficient income to satisfy the outstanding creditor's claims entirely. All proceeds will be allocated to pay priority and secured tax debts upon the sale of the property. Debtor intends to liquidate all remaining assets and terminate operations under the supervision of the U.S. Bankruptcy Court. Subsequent to payment in full of all administrative and unsecured creditor claims, remaining sales proceeds will be distributed to the investors as a return of investment. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb18-11490-42.pdf About 07-005 Artois Business Trust 07-005 Artois Business Trust is a privately-held company in Las Vegas, Nevada, categorized under business trust. 07-005 Artois Business Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-11490) on March 21, 2018. In the petition signed by Peter J. Becker, managing member of Trustee, Mesa Asset Management, LLC, the Debtor disclosed $1.69 million in assets and $298,071 in liabilities. Judge Laurel E. Davis presides over the case. 4 WEST HOLDINGS: Taps VMG Health as Valuation Consultant -------------------------------------------------------- 4 West Holdings, Inc. and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Northern District of Texas to hire VMG Holdings LLC, doing business as VMG Health, to provide expert consulting and valuation services effective as of June 25, 2018. VMG will provide expert consulting and valuation services for the purpose of a valuation of Palladium, including, if requested, expert witness services. Don Barbo, managing director of VMG, attests that VMG and its professionals do not have any connection with the Debtors, its affiliates, its creditors, or any other parties in interest, are "disinterested persons," as that term is defined in section 101(14) of the Bankruptcy Code; and do not hold or represent any interest adverse to the Debtors' estates. VMG's current hourly rates are: Managing Director $470 Director $420 Manager $365 Senior Analyst $315 Analyst $260 The firm can be reached through: Don Barbo VMG Holdings LLC d/b/a VMG Health Chateau Plaza 2515 McKinney Avenue, Suite 1500 Dallas, TX 75201 Tel: 214-369-4888 Fax: 214-369-0541 About 4 West Holdings 4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are licensed operators of 41 skilled nursing facilities and manage on skilled nursing facility located in seven states: Georgia, Indiana, Mississippi, North Carolina, South Carolina, Tennessee and Virginia. In addition, one of related entity, Palladium Hospice and Palliative Care, LLC f/k/a Ark Hospice, LLC provides hospice and palliative care services at certain of the Facilities and other third party locations. They employ approximately 5,000 people, including but not limited to, nurses, nursing assistants, social workers, regional directors and supervisors. 4 West Holdings, Inc., and 134 of its affiliates and subsidiaries filed voluntary petitions in the U.S. Bankruptcy Court for the Northern District of Texas in Dallas seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring plan that contemplates the transfer of 2 facilities to new operations. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession. 4 West Holdings estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the filing. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Houlihan Lokey as investment banker; Crowe Horwath LLP as financial advisor; Ankura Consulting Group, LLC, as interim management services provider; and Rust Consulting/Omni Bankruptcy as claims agent. The Office of the U.S. Trustee on March 19, 2018, appointed an official committee of unsecured creditors. The Committee tapped Norton Rose Fulbright US LLP as its legal counsel, and CohnReznick LLP as its financial advisor. 99 CENTS: Bank Debt Trades at 5% Off ------------------------------------ Participations in a syndicated loan under which 99 Cents Only Stores is a borrower traded in the secondary market at 95.25 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.88 percentage points from the previous week. 99 Cents pays 650 basis points above LIBOR to borrow under the $458 million facility. The bank loan matures on January 15, 2022. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. ACI CONCRETE: $625K Sale of Assets to Brundage-Bone Approved ------------------------------------------------------------ Judge Dale L. Sommers of the U.S. Bankruptcy Court for the District of Kansas authorized the private sale by ACI Concrete Placement of Kansas, LLC, and affiliates of four concrete pumper trucks and various shop equipment to Brundage-Bone Concrete Pumping, Inc. for $625,000. The sale is free and clear of all liens, liabilities, claims, interests, and other encumbrances. After Closing, the Debtor will distribute the proceeds of the Sale, the total amount of $625,000, to Equity Bank. For cause shown, pursuant to Bankruptcy Rules 6004(h), 7062, and 9014, as applicable, the Sale Order will not be stayed, will be effective immediately upon entry, and the Debtor and Buyer are authorized to close the Sale immediately upon entry of the Sale Order. About ACI Concrete Placement ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment LLC and KOK Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case Nos. 17-21770 to 17-21774) on Sept. 14, 2017. Matthew Kaminsky, their chief operating officer, signed the petitions. The cases are jointly administered. Founded in 2007, ACI Concrete Placement provides concrete pumping and telebelt material placement. In addition to its traditional concrete placement services, ACI specializes in slip form concrete placement and separate placing booms. It owns a fleet of over 55 machines for slope paving, indoor pumping, and small set up areas, small line and grout pumps and truck mounted conveyors, etc. ACI Concrete is headquartered in Spring Hill, Kansas, with additional locations in Nebraska, Missouri, and Oklahoma. ACI-Kansas is wholly owned by debtor KOK Holdings, LLC. ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a Nebraska Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. KOK is owned by: Lawrence Kaminsky who owns 50% of the company and Matthew Kaminsky who owns 50% of the company. OKK is wholly owned by the Debtor KOK Holdings, LLC. ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete pouring companies in their respective states. OKK serves as the common equipment ownership company for all ACI companies. KOK serves as the parent holding company of the various companies and also functions as the payroll processor for the related ACI companies. The same management structure operates all five Debtors and their operations are centrally located in Spring Hill, Kansas. At the time of the filing, ACI Kansas disclosed $1.06 million in assets and $8.4 million in liabilities. Judge Dale L. Somers presides over the cases. Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the Debtors' bankruptcy counsel. The Debtors hired Duncan Financial Group, LLC as financial consultant; Altus Global Trade Solutions as collection agent; and GlassRatner Advisory & Capital Group, LLC and Tarsus CFO Services, LLC as consultants. On Nov. 1, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee is represented by Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. ACUSPORT CORP: $7.75M Sale of All Assets to Ellett Brothers Okayed ------------------------------------------------------------------ Judge John E. Hoffman, Jr. of the U.S. Bankruptcy Court for the Southern District of Ohio authorized AcuSport Corp.'s sale of substantially all assets to to Ellett Brothers, LLC for $7,750,000 plus an amount equal to the value of the Debtor's inventory, pursuant to the terms of their Asset Purchase Agreement dated April 30, 2018. The Cure Amounts as modified by the Cure Schedule are approved. The Debtor is authorized and directed to assume and sell and assign the Assigned Contracts to the Successful Bidder free and clear of all Encumbrances. Notwithstanding Section 2.5(a) of the APA, the Successful Bidder will have until 5:00 p.m. (ET) on July 5, 2018 to designate that certain Smith & Wesson U.S. Distributor Agreement between Smith & Wesson Corp., and the Debtor dated May 1, 2017, and amended on Sept. 29, 2017 as an Assigned Contract that will be assumed and assigned, subject to the right of any party-in-interest to object to the S&W Designation Notice for any reason. Any party in interest, including, but not limited to the Debtor and the Committee, will have until 5:00 p.m. (ET) on July 16, 2018 to file any opposition to the S&W Designation Notice, upon which the Court may enter an order setting a hearing and briefing schedule related to such dispute. In the event that no such opposition is filed by 5:00 p.m. (ET) on July 16, 2018, then the S&W Distributor Agreement, subject to all rights, claims and defenses, including recoupment and setoff, will be deemed assigned to the Successful Bidder as an Assigned Contract. The Debtor will be liable for the payment of all Cure Amounts with respect to the Assigned Contracts, up to the Cure Amount Cap. The Debtor and the Successful Bidder will cooperate concerning the resolution of any disputed Cure Amounts. Notwithstanding anything to the contrary in the Order or the APA, no contract between the Debtor and Oracle America, Inc., successor in interest to NetSuite, Inc., will be assumed and/or assigned without (a) Oracle's prior written consent; (b) cure of any default under such contract; (c) the provision to Oracle of satisfactory adequate assurance of future performance by the Assignee; and (d) execution by the Debtor or its successor and the assignee of mutually agreeable assignment documentation in a final form to be negotiated after entry of the Order. Notwithstanding anything in the APA to the contrary, the Successful Bidder may add or remove executory contracts and unexpired leases from the list of Assigned Contracts at any time until two business days prior to the Closing Date. The Successful Bidder will be obligated for rent, fees, charges or other expenses or obligations arising under or relating to any Assigned Contract, solely to the extent arising after the Closing Date and not relating to breaches or defaults occurring on or prior to the Closing Date. Notwithstanding any other provision of the Order, the Successful Bidder will assume obligations for payment of 2018 year-end adjustments for taxes, insurance, and common area maintenance, up to a cap of $10,000, under the Industrial Lease Agreement dated Feb. 1, 2007, by and between the Debtor, as tenant, and Colfin 2017-10 Industrial Owner, LLC, successor-in-interest to TPRF III/Central Valley Industrial, LLC, as Landlord, as amended. Upon the Closing and the payment of the Cure Amounts applicable to any Assigned Contract, the Successful Bidder will be deemed to be substituted for Debtor as a party to such Assigned Contract, and the Debtor will be relieved from any further liability to the Contract Counterparties under such Assigned Contracts. There will be no rent accelerations or increases, assignment fees, deposits, increases or any other fees charged to Successful Bidder or Debtor as a result of the assumption and assignment (including any change in control) of the Assigned Contracts. Pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, the Order will be effective immediately upon its entry, and the Debtor and the Successful Bidder are authorized to close the Sale immediately upon entry of the Order. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a) and Local Rule 9006-1. After the Closing Date, the Debtor will receive in trust and remit any payment or revenue received by the Debtor that belongs to Successful Bidder pursuant to the terms of the APA to Successful Bidder within two business days of the Debtor's receipt thereof and, prior to such transmission, such payments will be held by the Debtor in trust for Successful Bidder; and (b) after the Closing Date, the Successful Bidder will receive in trust and remit any payment or revenue received by the Successful Bidder that belongs to Debtor pursuant to the terms of the APA to the Debtor within two business days of the Successful Bidder's receipt thereof and, prior to such transmission, such payments will be held by Successful Bidder in trust for the Debtor. The Debtor will serve the Order immediately upon entry thereof on those parties identified in Rule 2002(i) of the Federal Rules of Bankruptcy Procedure, and the counterparties. About AcuSport Corp. Based in Bellefontaine, Ohio, AcuSport Corporation is a nationwide distributor of shooting sports products and business solutions for the independent firearms retailer with regional sales offices in Ohio, Pennsylvania, Georgia, Minnesota, Texas, Montana and California. AcuSport Corporation, based in Bellefontaine, OH, filed a Chapter 11 petition (Bankr. S.D. Ohio Case No. 18-52736) on May 1, 2018. In the petition signed by CFO John K. Flanagan, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Hon. John E. Hoffman Jr. presides over the case. The Debtor hired ALLEN KUEHNLE STOVALL & NEUMAN LLP, as local counsel; BRYAN CAVE LEIGHTON PAISNER LLP, as general counsel; ALLEN KUEHNLE STOVALL & NEUMAN LLP, as Ohio bankruptcy co-counsel HURON TRANSACTION ADVISORY LLC, as investment banker; HURON CONSULTING SERVICES LLC, as financial advisor; and DONLIN RECANO & COMPANY, INC., as claims noticing & solicitation agent. AIR METHODS: Bank Debt Trades at 5% Off --------------------------------------- Participations in a syndicated loan under which Air Methods Corporation is a borrower traded in the secondary market at 95.41 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.78 percentage points from the previous week. Air Methods pays 350 basis points above LIBOR to borrow under the $1.25 billion facility. The bank loan matures on April 21, 2024. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. ALLIED IV LLC: Gets Authorization to Use Cash Collateral -------------------------------------------------------- The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York authorized Allied IV, LLC to use its cash collateral under section 363 of the Bankruptcy Code. The Debtor may use the rents it generated from the property located at 113-18 Liberty Avenue, Richmond Hill, New York 11419, solely for the purposes of protecting and preserving the Property, and for the purpose of paying adequate protection payments to Century 2000 Custom Home Builders. However, the Debtor will also be entitled to disburse such additional amounts as may be necessary to pay the actual amounts incurred per vendor invoice, and any additional amounts as may be required to pay the fees incurred under 28 U.S.C. Section 1930 in full and any applicable interest thereon. The Debtor will pay Century 2000's monthly interest at the contract rate, and as additional adequate protection of Century 2000's interests in the Property, the Debtor will: (a) use cash collateral only in the ordinary course of business to preserve and protect the Property; (b) maintain strict records regarding the use of cash collateral; (c) furnish Century 2000 with monthly operating reports required by the U.S. Trustee; (d) provide Century 2000 with a replacement lien on the Debtor's real property and ash receipts to the extent of any erosion of the Mortgagee's cash collateral because of the Debtor's use of the rents, subject only to a $10,000 carve out for Chapter 7 administration expenses to the extent necessary and U.S. Trustee quarterly fees and any applicable interest thereon. A copy of the Order is available at http://bankrupt.com/misc/nyeb18-40884-34.pdf About Allied IV, LLC Allied IV, LLC, listed itself as a single asset real estate, as defined in 11 U.S.C. Section 101(51B). The Company is the fee simple owner of a real property located at 113-18 Liberty Avenue Richmond Hill, New York 11419 valued by the Company at $10 million. Allied IV filed as a domestic limited liability company in the State of New York on Aug. 15, 2013. Allied IV LLC, based in Great Neck, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-40884) on Feb. 19, 2018. In the petition signed by Bahram Hakakian, as officer of Venture Realty Inc., the Debtor's managing member, the Debtor estimated $10 million in assets and $2.11 million in liabilities. The Hon. Elizabeth S. Stong presides over the case. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy counsel to the Debtor. Coritsidis & Lambros, PLLC, is the special real estate and litigation counsel. AMERICAN CENTER: Taps Bederson & Co as Forensic Accountant ---------------------------------------------------------- American Center for Civil Justice, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to hire Bederson & Company LLP as forensic accountant and expert witness. Professional services to be rendered by Bederson are to evaluate and render an opinion on the merits of the allegations made by the parties who have filed motions seeking the appointment of a Chapter 11 trustee and who have filed opposition to the motion to assume the settlement agreement between the Michael Engelberg and the Debtor of the derivative action brought by Michael Engelberg in the New York Supreme Court, Nassau County, such opinion(s) to include, without limitation: (a) the relationship, and fairness of the agreement, between the Debtor and the American Center for Civil Justice, Religious Liberty & Tolerance, Inc.; (b) the costs/benefits to the Debtor of assuming the Settlement Agreement and concomitant merger of the Debtor and the New Jersey Center; (c) the extent and validity of the scheduled claim of the New Jersey Center. Edward P. Bond, CPA, of Bederson LLP atttests that his firm is a disinterested person under 11 U.S.C. Sec. 101(14) and does not represent or hold any interest adverse to the debtor or the estate with respect to the matter for which he/she will be retained under 11 U.S.C. Sec. 327(e). Bederson's standard hourly rates are: Partner $400 to $515 Managers $305 to $325 Associates $175 to $265 The firm can be reached through: Edward P. Bond, CPA Bederson & Company LLP 347 Mt Pleasant Avenue, Suite 200 West Orange, NJ 07052 Phone: 973-736-3333 Fax: 973-736-9219 About American Center for Civil Justice American Center for Civil Justice, Inc., is a tax-exempt organization that provides legal services. The organization defends human and civil rights by advocating and aiding lawsuits by victims of oppression, acts of violence and other injustices. American Center for Civil Justice filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 18-15691) on March 23, 2018. In the petition signed by Elie Perr, president, the company estimated $10 million to $50 million in assets and liabilities. The Honorable Christine M. Gravelle presides over the case. Timothy P. Neumann, Esq. , of Broege, Neumann, Fischer & Shaver LLC is the Debtors' counsel. ANCHOR GLASS: Bank Debt Trades at 8% Off ---------------------------------------- Participations in a syndicated loan under which Anchor Glass Container Corporation is a borrower traded in the secondary market at 91.63 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.68 percentage points from the previous week. Anchor Glass pays 275 basis points above LIBOR to borrow under the $646 million facility. The bank loan matures on December 21, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. API HEAT: Bank Debt Trades at 4% Off ------------------------------------ Participations in a syndicated loan under which API Heat Transfer Technologies is a borrower traded in the secondary market at 96.17 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.87 percentage points from the previous week. API Heat pays 400 basis points above LIBOR to borrow under the $265 million facility. The bank loan matures on May 1, 2019. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. APM LLC: Plan to be Funded from Sale of Certain Assets ------------------------------------------------------ APM, LLC, submits a disclosure statement in support of its plan of reorganization dated July 3, 2018. The Debtor is a Tennessee limited liability company. Its sole member is Abdi A. Musse. The Debtor's chief asset is its real property located at 3820 Anderson Road, Nashville, Tennessee, which is being operated as a car wash. The Debtor's other asset is its real property located at 734 Cumberland Street, Lebanon, Tennessee. The Nashville Carwash is operating and generates some income, but it is in need of significant repairs to its equipment to generate the kind of income that it should. The Lebanon Carwash has been closed and inoperable for years. Cash flow shortfalls have prevented the Debtor from attempting to rehabilitate and re-open the Lebanon Carwash. The Debtor values the Nashville Carwash at $576,264 and the Lebanon Carwash at $224,300, for a total of $800,564. Class 1 consists of the allowed claim of Ameris Bank to the extent secured by a valid, enforceable, perfected, unavoidable lien on the Nashville Carwash. It is the intent of the Plan to fully satisfy the Class 1 claim. The holder of the Class 1 claim will retain its lien on that portion of the Nashville Carwash property that remains after the extraction of the Extracted Lot. The Extracted Lot will be sold free of the lien of Ameris Bank. The Class 1 Claim shall be allowed as a secured claim, in the principal amount of $275,228, which represents the claimed balance of the debt including pre-petition interest and late charges, as well as $5,000 of pre-petition attorneys fees (which are unliquidated and disputed). The remaining $35,534 in claimed pre-petition attorney's fees are disallowed. The net proceeds from the sale of the Lebanon Carwash will be applied first to any unsatisfied portion of the Priority Tax Claim, and the remainder will be applied to the Class 1 claim. This should reduce the balance of the Class 1 claim to less than $45,000, for which the lien on the southern two-thirds of the Nashville Carwash will provide more-than-adequate security pending full satisfaction of this claim. Funding for the plan will be generated by the following: (1) Sale of Certain Assets (to generate not less than $365,000) while satisfying the entire WB&T indebtedness). (a) The Debtor proposes to sell the Lebanon Carwash. Although the most recent appraisal of the property suggests a value for property taxation purposes of $224,300 for this property, the Debtor's expects to receive not less than $350,000 in an arms-length transaction. After payment of the Class 2 claim of WB&T and costs of sale, it is expected that this sale will generate not less than $235,000. (b) The Debtor proposes to sell approximately .25 acres of unneeded land on the northern portion of the Nashville Carwash free of the lien of Ameris Bank. The Debtor has already inquired about the permissibility of separating this northern lot of commercially zoned property from the Nashville Carwash and was informed by Metropolitan Nashville that this would be permissible. Given the scheduled value of $576,264 of the Nashville Carwash, and given that the lot to be sold represents approximately one-third of the area of the Nashville Carwash property, the Debtor feels it reasonable to assume that the sale of this lot likely will generate not less than one-fourth of the scheduled value of the Nashville Carwash, or $144,066. After costs of sale, it is expected that this sale will generate not less than $130,000. (2) Continued Operation of the Nashville Carwash. Mr. Musse has obtained personal funds with which he will contract with a carwash equipment company to refurbish the Nashville Carwash to allow it to reach a reasonable level of earnings. In the first five months since the filing of the petition, the Debtor has an average cash flow of $631. The refurbishing of the Nashville Carwash should be complete within 90 days, and it is expected that the Debtor will realize a concomitant increase in its monthly cashflow of not less than $2,000. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/tnmb3-18-00065-58.pdf About APM LLC APM, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-00065) on January 4, 2018. Abdi A. Musse, member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. Judge Marian F. Harrison presides over the case. APM is represented by Robert D. MacPherson, Esq., at MacPherson & Youmans PC, in Lebanon, Tennessee. No official committee of unsecured creditors has been appointed in the Chapter 11 case of APM, LLC as of March 16, according to a court docket. AVIATION ENGINEERING: Plan Confirmation Hearing Set for Aug. 2 -------------------------------------------------------------- Bankruptcy Judge Caryl E. Delano conditionally approved Aviation Engineering Consultants, Inc.'s disclosure statement explaining its chapter 11 plan. Any written objections to the Disclosure Statement must be filed with the Court and served no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on August 2, 2018 at 2:00 p.m. in Tampa, FL - Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation must be filed with the Court and served no later than seven days before the date of the Confirmation Hearing. About Aviation Engineering Consultants Aviation Engineering Consultants, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00241) on Jan. 12, 2018. In the petition signed by Fahim Avaregan, operations manager and trustee, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Caryl E. Delano presides over the case. Blanchard Law, P.A., is the Debtor's bankruptcy counsel. AVSC HOLDING: S&P Cuts Corp. Credit Rating to 'B-', Outlook Stable ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on U.S.-based AVSC Holding Corp. to 'B-' from 'B'. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on the company's revolving credit facility due 2023 and its first-lien term loan due 2025, to 'B-' from 'B'. The recovery rating remains unchanged at '3', reflecting our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) in a payment default. We also lowered our issue-level rating on AVSC's second-lien term loan due 2025 to 'CCC' from 'CCC+'. The '6' recovery rating reflects our expectation of negligible recovery (0%-10%; rounded estimate: 0%) in the event of a payment default. "The downgrade reflects AVSC's weaker credit metrics following the proposed add-on under the first-lien term loan. We expect the incremental issuance of $125 million will increase the company's annual interest burden by about $6 million annually and result in leverage remaining above our previously outlined 6.5x threshold and FOCF to debt of less than 5%, despite good underlying organic revenue growth trends for the company. The incremental debt issuance follows the company's dividend recapitalization in February 2018, which resulted in the payout of $322 million in dividends to the company's sponsors. The company's credit agreements allow for a change of control to its new financial sponsor, Blackstone, without the need to refinance. "The stable outlook reflects our expectation that AVSC's adjusted leverage will remain elevated above the mid-6.0x area and FOCF to debt will remain low at about 4% over the next twelve months. We expect the company would continue to maintain sufficient liquidity and a stable operating performance. "We could consider an upgrade if the company can sustain leverage at less than 6.5x and FOCF to debt or more than 5%. This would likely result from strong organic revenue growth and performance from recent acquisitions, operating margin stability, and a less aggressive financial policy. "Although unlikely over the next 12 months, we could lower the rating if the company experiences a sharp decline in EBITDA and cash flow such that we view the company's high debt burden as unsustainable, or if the company faces liquidity pressure. Such a scenario could result from a combination of a cyclical downturn, failed acquisitions, increased commission payments to venue hosting hotels, and operating challenges." BASIM ELHABASHY: $50K Sale of Cairo Real Property Approved ---------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized Basim Elhabashy's sale of a unit of real property in Cairo, Egypt, described as Regents Park off of 90 Avenue South, New Cairo, Cairo, Egypt for $50,000. The corresponding broker fee as set forth in the Debtor's Motion is approved. Basim Elhabashy sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-15440) on May 7, 2018. Jordan L. Rappaport, Esq., serves as counsel. BESTWALL LLC: Taps Berkeley Research Group as Financial Advisor --------------------------------------------------------------- Bestwall, LLC, seeks authority from the US Bankruptcy Court for the Western District of North Carolina, Charlotte Division, to hire Berkeley Research Group, LLC, as financial advisor to the Debtor as of June 1, 2018. Professional services to be rendered by BRG are: (a) advise and assist the Debtor with respect to financial issues that arise in the Chapter 11 case, including in connection with any contested matters or adversary proceedings; (b) assist the Debtor in communications or negotiations on financial matters with advisors for other stakeholders; (c) assist in any financial reporting as and when requested by the Debtor; (d) provide expert reports or testimony in the Chapter 11 Case as necessary or appropriate; and (e) provide other financial advisory and consulting services in connection with the Chapter 11 Case as and when requested by the Debtor, provided that such additional services will not duplicate the work of any of the Debtor's other advisors. BRG's customary hourly rates are: Managing Director $845 to $995 Director $695 to $795 Professional Staff $310 to $695 Support Staff $125 to $295 Robert Duffy, managing director $995 Stephen Coulombe, managing director $995 Stephen Coulombe, a managing director at BRG, attests that BRG neither holds nor represents an interest materially adverse to the Debtor or its estate; BRG is a "disinterested person," as defined in Section 101(14) of the Bankruptcy Code and as required by Section 327(a) of the Bankruptcy Code. The firm can be reached through: Stephen Coulombe Berkeley Research Group, LLC 2029 Century Park East, Suite 1250 Century City, CA 90067 Phone: 310-499-4750 Fax: 310-557-8982 About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017, in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The Committee retained Montgomery McCracken Walker & Rhoads LLP as its legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel, FTI Consulting, Inc., as financial advisor. On Feb. 22, 2018, the court approved the appointment of Sander L. Esserman as the future claimants' representative in its case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel. BEVERLY HILLS: PCO Files 1st Interim Report ------------------------------------------- Tamar Terzian, the duly appointed as the successor Patient Care Ombudsman for Beverly Hills South Pacific Surgery Center, Inc., reported an initial visit that included conversation with the administrators Deanie and Kristina Kutsina, observation of staff/patient interactions, review of records, licenses, insurance, policies, and continuing education classes, tour of office with the following results: a. The Center This is a large, well-appointed medical center on the first floor of a large medical building with parking available next to the building for patients. There is a large entry/reception area, 4 exam rooms, 2 offices, supply room, four bed triage area for recovering patients, and two surgical rooms. The surgical rooms are at the proper room temperature for surgery (66 to 68 degrees) while the other parts of center are warm, inviting, clean and provide appropriate equipment for such a center. The Surgical Center is fully supplied for surgical needs, and privacy is well maintained. There is appropriate sterilizing equipment and the staff was able to articulate processes when asked. The equipment appeared well maintained and all required licenses are on file. The PCO was assured that the qualifications of all surgeons operating at the Center are properly credentialed and reviewed each surgeon’s credentials. b. Medical Records Review of the Medical Records indicated comprehensive systems review of the records for each patient. Consents, Patients' Rights, all forms are either at hand for the package given to all new patients. The Debtor is affiliated with Advantage Healthcare a company that assures compliance for credentialing surgical centers. Advantage Healthcare conducts audits every six months to assure compliance with industry standards. Medicare audits are also conducted every three years and based on a review of the last audit no deficiencies were found by Medicare. The practice has specific policies for office protocols and the handling of emergencies. To date there has been no need to transfer a patient to a hospital for an emergency. c. Staff/Office Staff was very kind and attentive to patients. Office is very clean and all equipment properly tested and maintained after every surgery. The surgical assistants immediately clean the surgical rooms after each surgery and sterilize the equipment. During the PCO's visit there were two surgeries taking place. For each surgery there was at minimum two staff nurses to assist the surgeon. The other staff were busy in the recovery area and performing duties needed to set up and clean the surgical rooms. The staff was very forthcoming in cooperating and provided responses to the questions of the PCO. The Staff is extremely aware of the policies and procedures implemented to make the Center efficient and a positive experience for the patients. Therefore, the debtor is in compliance and the PCO finds that all care provided to the patients by Beachside Dental Group is within the standard of care. The PCO will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. A full-text copy of the PCO's First Interim Report is available for free at: http://bankrupt.com/misc/cacb18-12857-43.pdf About Beverly Hills South Pacific Surgery Center Based in Beverly Hills, California, Beverly Hills South Pacific Surgery Center, Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12857) on March 15, 2018, estimating under $1 million in both assets and liabilities. Peter T. Steinberg, Esq., at Steinberg, Nutter & Brent is the Debtor's counsel. BRANDENBURG FAMILY: $218K Sale of Jefferson Property to Cramers OKd ------------------------------------------------------------------- Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized The Brandenburg Family Ltd. Partnership's sale of the real property and improvements known as 3845 Main Street, Jefferson, Maryland to Bryson Cramer and Victoria Cramer for $218,000. The sale is free and clear of liens, claims, encumbrances and interest, with such liens, claims, encumbrances and interests to be paid from the proceeds of sale at settlement in their order of priority. The stay of Federal Rule of Bankruptcy Procedure 6004(h) is waived. About The Brandenburg Family Limited Partnership Based in Jefferson, Maryland, The Brandenburg Family Limited Partnership is a Maryland limited partnership that owns parcels of real property in both Maryland and Pennsylvania. The Brandenburg Family LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-11041) on Jan. 25, 2018. In the petition signed by Dwight C. Brandenburg, managing partner, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Thomas J. Catliota presides over the case. The Debtor hired Mehlman, Greenblatt & Hare, LLC as its legal counsel, and Squire, Lemkin & Company, LLP as its accountant. No creditors committee, trustee or examiner has been appointed in the case. BRANDENBURG FAMILY: Aug. 9 Hearing on Plan Confirmation ------------------------------------------------------- Bankruptcy Judge Thomas J. Catliota entered an order approving The Brandenburg Family Limited Partnership's disclosure statement referring to a chapter 11 plan dated June 27, 2018. August 3, 2018 is fixed as the last day of filing written acceptances or rejections of the Plan, and fixed as the last day for filing and serving written objections to confirmation of the Plan. August 9, 2018 at 10:30 a.m. is fixed for the hearing on confirmation of the Plan to take place in Courtroom 3E of the U.S. Bankruptcy Court, U.S. Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770. About The Brandenburg Family Limited Partnership Based in Jefferson, Maryland, The Brandenburg Family Limited Partnership is a Maryland limited partnership that owns parcels of real property in both Maryland and Pennsylvania. The Brandenburg Family LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-11041) on Jan. 25, 2018. In the petition signed by Dwight C. Brandenburg, managing partner, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Thomas J. Catliota presides over the case. The Debtor hired Mehlman, Greenblatt & Hare, LLC as its legal counsel, and Squire, Lemkin & Company, LLP as its accountant. No creditors committee, trustee or examiner has been appointed in the case. BW HOMECARE: S&P Assigns 'B-' Corp. Credit Rating, Outlook Positive ------------------------------------------------------------------- S&P Global Ratings assigned its 'B-' corporate credit rating to home health provider BW Homecare Holdings LLC. The outlook is positive. The ratings on the debt, issued by subsidiary BW NHHC HoldCo. Inc., are unchanged. This includes our 'B-' issue-level rating and '3' recovery rating on the first-lien secured credit facility and our 'CCC' issue-level rating and '6' recovery rating on the second-lien facility. The ratings on parent company and financial statement issuer, BW Homecare Holdings LLC reflect our business risk assessment of as weak and financial risk as highly leveraged. The company's business risk is characterized by a relatively narrow focus as a provider of home health care services, limited market share (less than 1%) in the highly fragmented home health industry, substantial reimbursement risk (88% of pro forma revenues generated from Medicare and Medicaid), some geographic concentration, and below-average EBITDA margins relative to other health care service companies. S&P said, "The positive rating outlook reflects our expectation for the company to improve margins and generate meaningful free cash flow in 2019, while pursuing a steady pace of tuck-in acquisitions to supplement low-single-digit organic revenue growth. However, we believe there is risk to this forecast as the company manages the integration of three large companies and more than 15 midsize companies acquired over the past 18 months. "We could revise the outlook to stable over the next 12 months if a material cut to Medicare reimbursement will lead to EBITDA margin contraction, resulting in negligible cash flow generation. Such a scenario could include a margin decline of about 100 basis points from our base-case forecast. Alternatively, margins could decline should the company experience integration challenges from many of its recently acquired home health businesses." A key constraint for the rating is the company's high debt leverage and uncertainties surrounding its ability to generate free cash flow on a sustained basis. S&P said, "We would consider raising the rating if we expect BW Homecare to simultaneously increase its free cash flow generation to at least $30 million and develop a trajectory of deleveraging over the next 12 months. This scenario is likely to materialize if the company achieves our base-case forecast of generating low-double-digit revenue growth, coupled with a moderate expansion to its EBITDA margins profile." C & D FRUIT: Aug. 22 Plan Confirmation Hearing ---------------------------------------------- Bankruptcy Judge Caryl E. Delano has issued an order conditionally approving C & D Fruit and Vegetable Co., Inc.'s disclosure statement. Any written objections to the Disclosure Statement must be filed and served on no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on August 22, 2018 at 10:00 a.m. in Tampa, FL - Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation must be filed with the Court and served no later than seven days before the date of the Confirmation Hearing. About C & D Fruit and Vegetable Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc., and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and vegetables, including green beans, cucumbers, peppers, squash and strawberries. The companies are family owned and ships under the O'Brien Family Farm label. They ship throughout the United States and Canada. C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb, 9, 2018. In the petition signed by Thomas M. O'Brien, president, C & D Fruit estimated assets and debt between $1 million and $10 million. Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., serve as the Debtors' counsel. Equity Partners HG LLC, is the investment banker. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on March 20, 2018. The committee is represented by Shutts & Bowen LLP. C & D FRUIT: Real Properties & Termsheet Sales Approved ------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorized C & D Fruit and Vegetable Co., Inc. and Trio Farms, L.L.C. to sell (i) (a) approximately 36 acres of real property located on State Road 64 East in Bradenton, Florida and owned by C&D, and (b) approximately 10 acres and a retail store located on State Road 64 East in Bradenton, Florida and owned by C&D, to Wilmington Land Co. $1,606,500 cash; and (ii) the personal property identified in the letter dated June 12, 2018 to Cincinnati Industrial Auctioneers ("CIA"). A hearing on the Motion was held on June 12, 2018, at 2:00 p.m. (ET). The Auction was held on June 11, 2018. The sales are free and clear of all Encumbrances of any kind or nature whatsoever. The Encumbrances securing the claims of any secured creditors against the Purchased Assets will attach to the proceeds from the sale of such Purchased Assets, to the same extent, validity and priority as existed on such Purchased Assets as of the Petition Date. At each closing, each of the Purchasers will pay or deliver the Purchase Price (less any deposit being held) into escrow with Stichter, Riedel, Blain & Postler, P.A. Stichter Riedel is authorized to disburse to Farm Credit the Purchase Price received from Wilmington. The Purchase Price received from CIA will be held by Stichter Riedel pending further order of the Court or agreement of the Debtors, the Committee, and Farm Credit. The 14-day stays set forth in Bankruptcy Rules 6004(h) and 6006(d) are waived, for good cause shown, and the Order will be immediately enforceable and the closing under the Purchase Agreement and the Term Sheet may occur immediately following the entry of the Order. Conditioned upon confirmation of the plan proposed by the Debtors and any amendments or modifications thereto, the sales of the Purchased Assets by the Debtors are in contemplation of, a necessary condition precedent, essential to, and necessary to consummate and implement confirmation of the Plan in these cases and, accordingly, constitute transfers to which Section 1146(a) of the Bankruptcy Code applies. The Debtors, Wilmington, and CIA will be entitled to any and all rights and benefits that may be afforded to them by Section 1146(a) of the Bankruptcy Code. About C & D Fruit and Vegetable Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc., and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and vegetables, including green beans, cucumbers, peppers, squash and strawberries. The companies are family owned and ships under the O'Brien Family Farm label. They ship throughout the United States and Canada. C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb, 9, 2018. In the petition signed by Thomas M. O'Brien, president, C & D Fruit estimated assets and debt between $1 million and $10 million. Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., serve as the Debtors' counsel. Equity Partners HG LLC, is the investment banker. CCS ONCOLOGY: PCO Files 3rd Report ---------------------------------- Joseph J. Tomaino, the duly appointed Patient Care Ombudsman for Comprehensive Cancer Services Oncology, P.C., and CCS Medical, PLLC, files his third report with the U.S. Bankruptcy Court for the Western District of New York. Since the second report of the patient care ombudsman was filed on May 11, 2018, there has been no need for on-site observations since clinical operations ceased on April 22, 2018 for most patients, and on April 25, 2018 for the last four radiation therapy patients. Patient Care Ombudsman activity since then has been telephone interviews with key company staff involved with the transition of patient records, and those responsible for the appropriate disposal of potentially hazardous medical material and equipment. The PCO has also maintained on-going communication with the Chapter 11 Trustee and provided guidance on relevant issues, including handling of medical records. The PCO identified or anticipated following risks during the report period: 1. Loss of patients to follow up or loss of medical records 2. Collection and proper disposal of potentially hazardous medical waste from each Site 3. Prevention of breach of protected health information Findings Based on interviews and calls, the Patient Care Ombudsman made the following findings: 1. The company staff continues to maintain a process for patients to sign consents for the transfer of their medical records to the provider of their choice. This operation is performed at the Frankhauser Road site between the hours of 8 AM and 3 PM daily. No date has been set for the discontinuation of this service. 2. Until May 31, a physician has been provided to assist patients who needed prescription refills ordered during the transition period before they could find an alternative provider. 3. The Chapter 11 Trustee continues to plan for the transfer of medical records to permanent custodians. In the case of the oncology patients, Roswell Park will receive and maintain those records at the appropriate time. For CCS Medical, there are several locations where those records will be maintained. The Chapter 11 Trustee is finalizing these arrangements for court approval. 4. The Chapter 11 Trustee has developed a legal agreement for the custodians in which they acknowledge that HIPAA regulations prohibit them to access any medical record they maintain custody of unless or until such time as they enter into a clinical relationship with the patient. 5. The PCO is receiving about six to eight calls a day from patients with concerns. The themes of these calls are: (a) Questions on how to access their medical records: These patients have been directed to the CCS office processing medical record requests, or provided with a request for medical records form to be mailed in. (b) Concerns that their medical records are being transferred to a custodian without their consent: These patients have been told that when a medical practice closes, a custodian of the records is identified and enters into an agreement approved by the court. These custodians maintain the records for the appropriate time and provide access to them upon the patient's consent or other legal requirement. This agreement includes acknowledgement of the HIPAA requirement that the records in custody may not be accessed by the custodian unless or until the custodian and the patient enter into a clinical relationship. (c) Inquiries regarding where their physicians have relocated: Patients have been referred to CCS staff for information on where their physicians have relocated. (d) Concerns that they received a letter despite never being a patient of CCS Oncology or CCS Medical: Patients are told that they may have received a notification letter if: (i) they were a patient of CCS Oncology or CCS Medical; (ii) they were a patient of a provider who moved his practice to CCS Oncology or CCS Medical and transferred records with them (iii) in some cases, if they ever set up an appointment with CCS Oncology or CCS Medical, even if their appointment was cancelled, a letter may have been triggered. The Ombudsman continues to maintain contact with the New York State Department of Health (DOH) on the status of the closing. The Ombudsman interviewed company staff to confirm that hazardous medical waste, medications, sharps, etc. are being collected from sites and properly disposed of. They confirmed that this continues to be in process. The Ombudsman continued to provide guidance on the process of removing protected health information from site computers, scanners, and printers before they are sold or disposed of. The Ombudsman will continue to respond to patient calls and provide information to the Trustee and company staff as requested. He will also continue to monitor the transfer of patient records to permanent custodians until completed. The Ombudsman will make his next report in 60 days or sooner, if circumstances warrant. A full-text copy of the Third PCO Report is available at http://bankrupt.com/misc/nywb18-10599-159.pdf About CCS Oncology Comprehensive Cancer Services Oncology, P.C., doing business as CCS Oncology, doing business as CCS Healthcare, along with its affiliates, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case No. 18-10598) on April 2, 2018. In the petitions signed by Won Sam Yi, president/CEO, CCS estimated at least $50,000 in assets and $10 million to $50 million in liabilities. CCS Oncology is a professional corporation operating a practice of medical and radiological oncology treatment, with offices in Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport. CSS Medical PLLC is a provider of primary care and specialty medicine services currently operating at Orchard Park, Delaware Avenue, and Youngs. CCS Oncology is the sole member of CCS Medical. CCS Equipment is the owner of certain medical equipment used in the medical practices and CCS Oncology is its sole member. CCS Billing was intended to be developed into a separate billing entity for the medical practices, but was never funded or operational. CCS Billing has no assets and has had no activity other than showing a couple of minimal historical accounting entries. WSEJ is the owner of certain real property used by the medical practices. The Debtors are headquartered in Orchard Park, New York. Judge Michael J. Kaplan is the case judge. Arthur G. Baumeister, Jr., Esq., of Baumeister Denz LLP, serves as the Debtors' counsel. Mark Schlant has been named the Chapter 11 trustee. Joseph J. Tomaino of Grassi Healthcare Advisors LLC has been appointed patient care ombudsman. CHIEF POWER: Bank Debt Trades at 10% Off ---------------------------------------- Participations in a syndicated loan under which Chief Power Finance LLC is a borrower traded in the secondary market at 90.00 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.84 percentage points from the previous week. Chief Power pays 475 basis points above LIBOR to borrow under the $351 million facility. The bank loan matures on December 31, 2020. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. CHINA FISHERY: Sale Procedures for Golf Club Membership Approved ---------------------------------------------------------------- Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the Southern District of New York authorized the sale procedures of China Fishery Group Ltd. (Cayman) and affiliates in connection with the sale of its corporate membership at the Hong Kong Golf Club, memorialized by Certificate No. 1024. The Sale Procedures for Sale Transactions are: a. Upon execution of the Confirmation Agreement and the Purchase Agreement, the Debtors will file the Transaction Notice with the Court and serve a copy thereof on the Sale Notice Parties; b. The parties receiving a Transaction Notice will have 20 calendar days after the service of a Transaction Notice to file and serve any objections to the Sale Transaction; c. If any material economic term of the Sale Transaction is amended after transmittal of the Transaction Notice, but prior to the expiration of the Notice Period, the Debtors will serve a revised Transaction Notice on all parties that received the Transaction Notice describing the proposed Sale Transaction, as amended. If a revised Transaction Notice is required, the Notice Period will be extended for an additional seven calendar days; d. Any objections to the Sale Transaction must be filed by 4:00 p.m. (ET) on the last day of the Notice Period; e. If an Objection is properly filed and served: (i) the Objection will be deemed a request for a hearing on the Sale Transaction, as applicable, and the Objection will be heard at the next scheduled omnibus hearing in these chapter 11 cases that is at least 14 calendar days after service of the Objection; and (ii) the Sale Transaction may not proceed absent (a) written withdrawal of the Objection or (b) entry of an order by the Court specifically approving the Sale Transaction; f. If no Objection is timely filed and served, PAIH will be deemed to be fully authorized by the Court to consummate the Sale Transaction, and no further notice or Court approval will be required to consummate the Sale Transaction; g. The Debtors may consummate the Sale Transaction prior to expiration of the Notice Period only if they obtain written consent to the Sale Transaction from each of the Sale Notice Parties party that received a Transaction Notice. h. Upon consummation of the Sale Transaction, the purchaser will take the Golf Club Membership sold by the Debtors pursuant to the Sale Procedures and subject to the terms of the documentation executed in connection with the Sale Transaction. The Debtors' sale of the Golf Club Memberships will be free and clear of liens. Notwithstanding any applicability of Bankruptcy Rule 6004(h), the terms and conditions of the Order will be immediately effective and enforceable upon its entry. The Sale Transaction will be deemed authorized pursuant to the terms of this Order and no further or additional waivers of the 14-day stay of Bankruptcy Rule 6004(h) will be required for the Debtors to consummate the Sale Transaction, subject to compliance with the Sale Procedures. About China Fishery Group Limited (Cayman) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. In the petition signed by CEO Ng Puay Yee, China Fishery Group estimated its assets at $500 million to $1 billion and debt at $10 million to $50 million. The cases are assigned to Judge James L. Garrity Jr. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP, as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as special counsel. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CLARION EVENTS: Bank Debt Trades at 3% Off ------------------------------------------ Participations in a syndicated loan under which Clarion Events Ltd. is a borrower traded in the secondary market at 97.33 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.68 percentage points from the previous week. Clarion Events pays 525 basis points above LIBOR to borrow under the $315 million facility. The bank loan matures on October 10, 2024. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. CONFIE SEGUROS: Bank Debt Trades at 3% Off ------------------------------------------ Participations in a syndicated loan under which Confie Seguros Holding II Co. is a borrower traded in the secondary market at 97.50 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.86 percentage points from the previous week. Confie Seguros pays 900 basis points above LIBOR to borrow under the $110 million facility. The bank loan matures on November 9, 2019. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'CCC-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. COOLWATER ESTATES: Simmons Bank Opposes Plan and Disclosures ------------------------------------------------------------ Secured creditor Simmons Bank, successor-by-merger to Southwest Bank, objects to Coolwater Estates, LLC's plan combined with its disclosure statement. Simmons objects to the Disclosure Statement because it fails to provide "adequate information" as to how Simmons' claim will be treated, and therefore Simmons is unable to make an informed judgment about the Plan. For example, the Disclosure Statement and Plan provide that (i) "the legal, equitable and contractual rights of [Simmons] Bank shall remain unchanged with respect to the Real Property," "[Simmons] Bank shall be paid in full all amounts owed under its note upon the sale of the Real Property," and "[Simmons] Bank shall retain its lien on the Real Property until paid in full," while Paragraph XII 8 seems to indicate that "no interest penalty or late charges are to be allowed on any claim subsequent to the Petition Date"; and (ii) Paragraph F1 provides that all payments under the Plan are to be made from the sale of the Real Property, but there are no provisions setting forth how long Debtor will have to sell or refinance the Real Property, how much and in what acreage amounts the sales are proposed to take place, and what recourse, if any, Simmons has to expedite or influence the sales or what payments, if any, Simmons should receive while awaiting the sale(s). Simmons also objects to the Disclosure Statement because it does not contain adequate information to determine if the "best interest of creditors" is met under 11 U.S.C. section 1129(a)(7). Specifically, Simmons cannot determine if it will receive or retain under the Plan on account of the Note a value, as of the effective date of Plan, that is not less than the amount that Simmons would receive or retain if the Debtor was liquidated under Chapter 7 of the Bankruptcy Code. In addition, there is inadequate information determine if the Plan is "feasible." Specifically, there is insufficient information in the Disclosure Statement setting forth how long Debtor will have to sell or refinance the Real Property, how much and in what acreage amounts the sales are proposed to take place, what recourse, if any, Simmons has to expedite or influence the sales, what payments, if any, Simmons should receive while awaiting the sale(s), and whether confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtor. Without more information regarding the proposed sale of the Real Property and how the claims of creditors will be dealt with based upon the success or failure of the proposed sale(s), as set more fully above, Simmons cannot possibly determine if consummation of the Plan is feasible as required under the Bankruptcy Code. A copy of Simmons Bank's Objection is available at: http://bankrupt.com/misc/txnb17-34460-11-48.pdf Attorney for Simmons Bank: Matthew T. Taplett, Esq. POPE, HARDWICKE, CHRISTIE, SCHELL, KELLY & TAPLETT, L.L.P. 500 W. 7th Street, Suite 600 Fort Worth, Texas 76102 Telephone No. (817) 332-3245 Facsimile No. (817) 877-4781 About Coolwater Estates Coolwater Estates, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34460) on Dec. 1, 2017. Judge Stacey G. Jernigan presides over the case. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The Debtor tapped Christopher J. Moser, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C., as legal counsel. DITECH HOLDING: Bank Debt Trades at 4% Off ------------------------------------------ Participations in a syndicated loan under which Ditech Holding Corporation is a borrower traded in the secondary market at 96.00 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.73 percentage points from the previous week. Ditech Holding pays 600 basis points above LIBOR to borrow under the $1.156 billion facility. The bank loan matures on June 30, 2022. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. DON FRAME TRUCKING: Authorized to Use $23,000 in Cash Collateral ---------------------------------------------------------------- The Hon. Cark L. Bucki of the U.S. Bankruptcy Court for the Western District of New York authorized Don Frame Trucking, Inc. to immediately use $23,000 in cash collateral on an interim basis consistent with the budget pending the final hearing regarding Don Frame's use of cash collateral. The Debtor has submitted a three-week budget reflecting its cash requirements and has already obtained authorization for emergency use of cash collateral in the amount of $12,000. A copy of the Order is available at http://bankrupt.com/misc/nywb18-11147-34.pdf About Don Frame Trucking Don Frame Trucking, Inc., is a trucking company in Fredonia, New York specializing in the transport of dry bulk commodities, construction and hazardous materials. Don Frame Trucking filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 18-11147) on June 13, 2018. In the petition signed by John D. Frame, vice president/treasurer, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Carl L. Bucki presides over the case. Gross Shuman P.C., led by Robert J. Feldman, serves as bankruptcy counsel to the Debtor. Woods Oviatt Gilman LLP, is the special counsel. DRY EYE COMPANY: Allowed to Use Cash Collateral on Interim Basis ---------------------------------------------------------------- The Hon. Timothy W. Dore of the United States Bankruptcy Court for the Western District of Washington approved the final stipulation for use of First Home Bank's cash collateral. First Home Bank asserts that the principal amount owed on that certain promissory note is $183,001 as of June 18, 2018, which is secured by that certain commercial security agreement executed by Debtor, in favor of FHB, granting to FHB a security interest in all inventory, equipment, accounts, rights to payment, and tangibles, general intangibles, of the Debtor. As additional partial consideration for the Note, Rebecca Eleanore Petris executed and delivered to FHB an unlimited guarantee obligating herself to pay for any and all unpaid principal, interest, fees, costs, and disbursements associated with the Note and any other indebtedness then existing, or thereafter existing between FHB and the Debtor. FHB consents to the Debtor's use of cash collateral from June 14, 2018, unless or until further order of the Court. Among other mutual covenants contained in their Stipulation, the Parties stipulate as follows: (a) The Debtor will use cash to pay ordinary and necessary business expenses and administrative expenses for the items and in such use that will not vary materially from that provided for in the Budget. To the extent that there will be any material increase in the amount of the expenses set forth in the Budget, to the extent that the budget will be exceeded by more than 10% for any given monthly period of time, the Debtor must obtain written consent, in writing, from FHB for such increased expense, or Court order authorizing otherwise. (b) FHB will have a lien in the same amount, priority, and extent as its prepetition lien(s), on post-petition personal property of the Debtor now existing or hereafter created, acquired or arising, and all proceeds, products, additions, accessions, substitutions and replacements. Such lien is subordinated to the compensation and expense reimbursement allowed to any trustee hereafter appointed in the case. (c) The Debtor will carry insurance on its assets, land, and buildings and will provide proof of insurance reasonably acceptable to FHB, including declaration pages for general liability and coverage. (d) The Debtor will provide FHB with such reports and documents as it may reasonably request. Without limiting the generality of the foregoing, the Debtor will provide all reports and financial information provided by the Debtor to the Office of the United States Trustee, and all attachments affixed thereto at the same time they are delivered to the United States Trustee, and by the 14th day of each calendar month, the Debtor will deliver an updated accounts receivable aging report, and monthly operating reports to be maintained under either a QuickBooks program, or Peachtree program, which will include no less than a monthly balance sheet, profit and loss statement, cash flow report, and general ledger. The Debtor will also provide FHB with its monthly bank account statements associated with any debtor in possession account maintained by the Debtor after the bankruptcy filing date. (e) The Debtor will afford FHB the right to inspect the Debtor's books and records and the right to inspect and appraise any part of its collateral at any time during normal operating hours and upon reasonable notice to the Debtor and its attorneys. (f) The Debtor will make adequate protection payments to FHB by remitting monthly payments in the amount of $2,382 commencing on July 1, 2018, and continuing thereafter on the 1st day of each subsequent month through the term of this adequate protection stipulation, or any extensions hereto. (g) All future revenues and income generated by the Debtor will be deposited in the debtor in possession account(s) maintained at Penninsula Credit Union, and that all withdrawals, checks, payments, and transfers will also be drawn out of the DIP Accounts. (h) The Debtor will not use the Collateral, including cash collateral, for any purpose which is not authorized by Title 11 of the code or by order of the Court. (i) FHB specifically approves, following the Petition Date, payments to the U.S. Trustee for quarterly fees and professional fees as may be allowed and approved by the Court. (j) To the extent permitted under Section 506(b) of the Code, the Debtor agrees that there will be allowed to FHB an amount equal to all reasonable fees and legal expenses incurred by FHB in connection with the negotiation, execution and delivery of this Agreement or the collection or enforcement or protection of this Agreement, or any extensions in the future, and that the same will be included with any proof of claim to be filed on behalf of FHB during the pendency of these proceedings. The Debtor maintains the right to object to the attorneys' fees, costs, and disbursements in the event the Debtor concludes that they were not reasonably incurred by FHB. All such fees and costs will ultimately be subject to Court allowance. The Debtor's permitted use of cash collateral will cease if: (a) Debtor defaults in performance of any obligation under the Stipulation. (b) FHB gives written notice of such default to Debtor and its counsel via either e-mail, facsimile transmission, or U.S. Mail. (c) Such default is not cured within five days from the date of sending or mailing, or faxing a notice of the default. (d) In the event the default is not cured on, or within, five days of the written notice of default FHB will be entitled to request expedited relief from the automatic stay to pursue its rights. (e) The Debtor's failure to timely pay any tax, including withholding, property, income, excise, use, occupancy, liquor, tobacco, or any other municipal, state or federal tax accruing at any time after the Petition Date. (f) The Debtor sells, conveys, transfers, or otherwise disposes of any of its assets or property out of the ordinary course of business unless otherwise approved by the bankruptcy court beforehand. (g) The case is dismissed or converted to another chapter of the Code. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/wawb18-12353-25.pdf About Dry Eye Company The Dry Eye Company, LLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 18-12353), on June 14, 2018. In the petition signed by Rebecca E. Petris, managing member, the Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. Emily A. Jarvis, Esq., of Wells and Jarvis, P.S., is the Debtor's counsel. EASTGATE PROFESSIONAL: Sept. 11 Plan Confirmation Hearing --------------------------------------------------------- Bankruptcy Judge Jeffery P. Hopkins approved Eastgate Professional Office Park, Ltd.'s second amended disclosure statement referring to a chapter 11 plan dated June 27, 2018. Creditors and equity security holders will deliver ballots indicating written acceptance or rejection of the plan of reorganization no later than August 10, 2018. A hearing on confirmation of the plan will be held beginning at 10:00 am on Sept. 11 and 12, 2018 before the Honorable Jeffery P. Hopkins, U.S. Bankruptcy Judge, U.S. Bankruptcy Court, Courtroom 2, 221 East Fourth Street, Atrium Two, Cincinnati, Ohio. August 31, 2018 at 8:00 PM is fixed as the last day for filing and serving written objections to confirmation of the plan. About Eastgate Professional Office Park Established in 1996, Eastgate Professional Office Park Ltd. is a privately-held company that operates nonresidential buildings. It owns real properties located at 4360, 4355, 4357, 4358 Ferguson Drive, Cincinnati, Ohio, valued at $8.61 million. Eastgate Professional Office Park sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13307) on Sept. 12, 2017. Gregory K. Crowell, manager, signed the petition. At the time of the filing, the Debtor disclosed $8.64 million in assets and $9.31 million in liabilities. Judge Jeffery P. Hopkins presides over the case. Goering & Goering LLC the Debtor's bankruptcy counsel. No creditors' committee, trustee or examiner has been appointed. ELEMENTS BEHAVIORAL: Judge Directs Appointment of D.N. Crapo as PCO ------------------------------------------------------------------- The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware, upon the consent of the parties, directs the U.S. Trustee to appoint David N. Crapo to serve as the Patient Care Ombudsman in the Chapter 11 cases of EBH Topco, LLC, and its debtor-affiliates nunc pro tunc to May 25, 2018. About EBH Topco, LLC Long Beach, California-based EBH Topco, LLC along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Case No. 18-11214). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring advisor to the Debtors; Houlihan Lokey Capital, Inc., is the investment banker; and Donlin, Recano & Company, Inc., is the notice and claims agent. EXTRACTION OIL: S&P Withdraws 'B' Issuer Credit Rating ------------------------------------------------------ S&P Global Ratings withdrew its 'B' issuer credit rating on Extraction Oil & Gas Holdings LLC. S&P's 'B' issuer credit rating on Extraction Oil & Gas Inc. remains unchanged. S&P withdrew its issuer credit rating on Extraction Oil & Gas Holdings LLC because the company was merged into Extraction Oil & Gas Inc. EZRA HOLDINGS: Sale of Interest in IC Cell's Preferred Shares OK'd ------------------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized the private sale by Ezra Holdings Ltd. and affiliates of Ezra Holdings' interest in the 75,000 Class A nonvoting preference shares and 3 million Class B non-voting preference shares of IC Cell Ezra Ltd. to Michael Lai Kai Jin for the fair market value of the Shares, as determined prior to the Closing by BDO LLP. Upon Purchaser's payment of the Prepayment, Ezra Holdings will be authorized grant a lien on the Shares in favor of the Purchaser for the amount of the Prepayment as provided in the Agreement, which lien will be valid and enforceable pursuant to applicable law to the extent of Ezra Holdings' obligation, if any, for the repayment, discharge and satisfaction of the Prepayment. Any dividends or other distributions payable on account of the Shares after delivery of the Prepayment will be paid directly to the Purchaser provided such dividends and distributions are adequately disclosed and included in the determination of the Valuation Amount. The provisions of the Sale Order authorizing the sale of the Shares free and clear of the Encumbrances will be self-executing. The Debtors will file a Report of Sale pursuant to Federal Rule of Bankruptcy Procedure 6004(f)(1) within seven days after the Closing. Upon receipt, the Prepayment will be available to the Debtors' estates to pay continuing costs of administration of these Chapter 11 Cases, subject to proper accounting for intercompany transfers. Any amounts due to the Purchaser pursuant to the Agreement constitute necessary costs and expenses of preserving Ezra Holdings' estate and will be entitled to the priority afforded administrative expenses under sections 503(b) and 507(a)(2) of the Bankruptcy Code. All time periods set forth in the Sale Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding Bankruptcy Rule 6004, the Sale Order will be effective and enforceable immediately upon entry and its provisions will be self-executing, and the Motion or notice thereof will be deemed to provide sufficient notice of the Debtors' request for waiver of the otherwise applicable stay of the Sale Order. In the absence of any person or entity obtaining a stay pending appeal, the Debtors and the Purchaser are free to close under the Agreement at any time, subject to the terms of the Agreement. About Ezra Holdings Founded in 1992, Ezra Holdings Limited -- http://www.ezraholdings.com/-- is an offshore contractor and provider of integrated offshore solutions to the global oil and gas industry. Ezra is incorporated in Singapore with its registered office at 15 Hoe Chiang Road #28-01 Tower Fifteen Singapore 089316. Its shares were listed on the SGX Sesdaq on Aug. 8, 2003, and moved to the Mainboard of the Singapore Exchange since Dec. 8, 2005. It also issued certain notes (S$150,000,000 4.875% Notes due 2018 comprised in Series 003) which have been listed on the Singapore Exchange since 2013. Ezra established and maintains an office in the United States located at 75 South Broadway, Fourth Floor, Office Number 489, White Plains, New York 10601. Ezra also has a wholly owned New York subsidiary, Ezra Holdings (NY) Inc., which was incorporated in the United States of America with 200 shares at a nominal issue price per share. EMITS, a wholly owned subsidiary of Ezra, provides supporting information technology services to each of the Ezra Group's business divisions. Ezra Marine, another wholly owned subsidiary of Ezra, has a leasehold interest in the marine base in Singapore located at 51 Shipyard Road, Singapore 628139 and leases out the base's facilities and provides various support services in connection with the marine base to the Ezra Group's operating entities. Ezra Holdings and two affiliates -- Ezra Marine Services Pte. Ltd. and EMAS IT Solutions Pte Ltd -- filed voluntary Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22405) on March 18, 2017, before the Honorable Robert D. Drain. In the petition signed by Tan Cher Liang, director, Ezra Holdings estimated $500 million to $1 billion in assets and $100 million to $500 million in liabilities. The Debtors' Chapter 11 Cases are being jointly administered for procedural purposes only. Lawyers at Saul Ewing, led by Sharon L. Levine, Esq., serve as the Debtors' Chapter 11 counsel. The Debtors tapped as general Singapore counsel Drew & Napier LLC; and claims and noticing agent, Prime Clerk LLC. Foxwood LLC also serves as special counsel. The Ezra Group's joint venture, EMAS CHIYODA Subsea Limited, and certain of its affiliate companies filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27, 2017. ECS' wholly-owned subsidiary, EMAS-AMC AS, has also been placed under members' voluntary liquidation in Norway. Ezra guaranteed substantial charter hire liabilities of the ECS Group, as well as certain loans owed by the ECS Group to financial institutions, Ezra faces potentially significant contingent liability if the creditors call on the guarantees. Ezra received statutory demands from Svenska Handelsbanken AB (Publ), Singapore Branch and Forland Subsea AS on Jan. 24, 2017, and Feb. 6, 2017, respectively. These statutory demands have since expired under Singapore law and these two creditors may commence winding up applications against Ezra. Ezra also received a statutory demand from VT Halter Marine, Inc. on March 9, 2017. On March 1, 2018, the Debtors filed the Debtors' Chapter 11 Plan and Ezra Holdings Singapore Scheme of Arrangement and the Disclosure Statement related to the Plan. In conjunction with filing the Plan and Disclosure Statement, on March 1, 2018, Ezra Holdings Limited also commenced a restructuring proceeding before the High Court of the Republic of Singapore requesting leave to convene a meeting of creditors to solicit votes to obtain sanction of that component of the Plan which constitutes Ezra Holdings' scheme of arrangement pursuant to Singapore law. EZRA HOLDINGS: SGD$3M Sale of Interest in Ubi Tech Property Okayed ------------------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized the private sale by Ezra Holdings Ltd. and affiliates of Ezra Marine Services Pte. Ltd.'s interest in the real property located at real property located at 20 Ubi Crescent, Ubi Techpark, Singapore to Sapphire Star Pte Ltd. for SGD$2.93 million. The provisions of the Sale Order authorizing the sale of the Ubi Techpark Property free and clear of the Encumbrances, other than the Permitted Exceptions, will be self-executing. The Closing will occur on the date set forth in the Agreement, unless such date is extended in writing by the Debtors and the Purchaser. The Debtors will file a Report of Sale pursuant to Federal Rule of Bankruptcy Procedure 6004(f)(1) within seven days of Closing. At Closing, the Purchase Price from the sale of the Ubi Techpark Property will be distributed as follows: (a) the Agent Fee earned by Chris-J Property Consultants, in the amount of SGD$29,300 or (1%) of the gross proceeds of sale; (b) other attendant costs of sale customarily borne by a seller in Singapore; and (c) the remaining proceeds of sale to the Debtors’ estates with a proper accounting for all intercompany transfers. All time periods set forth in the Sale Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding Bankruptcy Rule 6004, the Sale Order will be effective and enforceable immediately upon entry and its provisions will be self-executing, and the Motion or notice thereof will be deemed to provide sufficient notice of the Debtors' request for waiver of the otherwise applicable stay of the Sale Order. In the absence of any person or entity obtaining a stay pending appeal, the Debtors and the Purchaser are free to close under the Agreement at any time, subject to the terms of the Agreement. About Ezra Holdings Founded in 1992, Ezra Holdings Limited -- http://www.ezraholdings.com/-- is an offshore contractor and provider of integrated offshore solutions to the global oil and gas industry. Ezra is incorporated in Singapore with its registered office at 15 Hoe Chiang Road #28-01 Tower Fifteen Singapore 089316. Its shares were listed on the SGX Sesdaq on Aug. 8, 2003, and moved to the Mainboard of the Singapore Exchange since Dec. 8, 2005. It also issued certain notes (S$150,000,000 4.875% Notes due 2018 comprised in Series 003) which have been listed on the Singapore Exchange since 2013. Ezra established and maintains an office in the United States located at 75 South Broadway, Fourth Floor, Office Number 489, White Plains, New York 10601. Ezra also has a wholly owned New York subsidiary, Ezra Holdings (NY) Inc., which was incorporated in the United States of America with 200 shares at a nominal issue price per share. EMITS, a wholly owned subsidiary of Ezra, provides supporting information technology services to each of the Ezra Group's business divisions. Ezra Marine, another wholly owned subsidiary of Ezra, has a leasehold interest in the marine base in Singapore located at 51 Shipyard Road, Singapore 628139 and leases out the base's facilities and provides various support services in connection with the marine base to the Ezra Group's operating entities. Ezra Holdings and two affiliates -- Ezra Marine Services Pte. Ltd. and EMAS IT Solutions Pte Ltd -- filed voluntary Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22405) on March 18, 2017, before the Honorable Robert D. Drain. In the petition signed by Tan Cher Liang, director, Ezra Holdings estimated $500 million to $1 billion in assets and $100 million to $500 million in liabilities. The Debtors' Chapter 11 Cases are being jointly administered for procedural purposes only. Lawyers at Saul Ewing, led by Sharon L. Levine, Esq., serve as the Debtors' Chapter 11 counsel. The Debtors tapped as general Singapore counsel Drew & Napier LLC; and claims and noticing agent, Prime Clerk LLC. Foxwood LLC also serves as special counsel. The Ezra Group's joint venture, EMAS CHIYODA Subsea Limited, and certain of its affiliate companies filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27, 2017. ECS' wholly-owned subsidiary, EMAS-AMC AS, has also been placed under members' voluntary liquidation in Norway. Ezra guaranteed substantial charter hire liabilities of the ECS Group, as well as certain loans owed by the ECS Group to financial institutions, Ezra faces potentially significant contingent liability if the creditors call on the guarantees. Ezra received statutory demands from Svenska Handelsbanken AB (Publ), Singapore Branch and Forland Subsea AS on Jan. 24, 2017, and Feb. 6, 2017, respectively. These statutory demands have since expired under Singapore law and these two creditors may commence winding up applications against Ezra. Ezra also received a statutory demand from VT Halter Marine, Inc. on March 9, 2017. On March 1, 2018, the Debtors filed the Debtors' Chapter 11 Plan and Ezra Holdings Singapore Scheme of Arrangement and the Disclosure Statement related to the Plan. In conjunction with filing the Plan and Disclosure Statement, on March 1, 2018, Ezra Holdings Limited also commenced a restructuring proceeding before the High Court of the Republic of Singapore requesting leave to convene a meeting of creditors to solicit votes to obtain sanction of that component of the Plan which constitutes Ezra Holdings' scheme of arrangement pursuant to Singapore law. FLOYD E. SQUIRES: Examiner's $450K Sale of Eureka Property Approved ------------------------------------------------------------------- Judge William J. Lafferty, III, of the U.S. Bankruptcy Court for the Northern District of California authorized Janina M. Hoskins, the Examiner with Expanded Powers of the estate of the Floyd E. Squires III and Betty J. Squires, to sell the real property located at 315 C Street and 202 Third Street, Eureka, California, an improved parcel, to Scott Vasterling and Alice Howe Vasterling for $450,000. A hearing on the Motion was held on June 20, 2018 at 10:30 a.m. The sale is free and clear of the liens, claims, encumbrances and interests, with those liens, claims, encumbrances and interests to reattach to the proceeds of sale. Assuming adequate proceeds and a resolution of the first lien, the Examiner is authorized to pay Mark Adams, Receiver, no less than $158,107. To the extent agreements are reached regarding interest, assuming it is applicable the Examiner is likewise authorized to pay interest in addition to the $158,107. With respect to the lien in favor of Mark Adams, the sale is free and clear of that lien but only with respect to the Property and said lien will remain in full force and effect with respect to any other properties to which it currently attaches. The Examiner is authorized to pay a real estate broker's commission not to exceed 6% of the total sale price, which will be split with the buyer's broker. She is also authorized to pay standard closing costs, including but not limited to unpaid real property taxes, escrow fees, if any, recording costs and the like. Without the need for further Court order, the Examiner is authorized to take those steps and execute those documents the Examiner deems necessary to complete the sale, in conformity with the Motion. The order is effective upon entry, and the stay otherwise imposed by Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h) will not apply. Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq. of the Law Offices of David N. Chandler. FORASTERO INC: $9M Sale of Coral Gables Property to Capital Okayed ------------------------------------------------------------------ Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida authorized Forastero, Inc.s' sale of the real property located at 2 Tahiti Beach Island Road, Coral Gables, Florida to Capital Resources Enterprises Corp. for $9 million. A hearing on the Motion was held on June 22, 2018 at 2:00 p.m. The authorization of the sale is subject to the payment in full of all liens and seller expenses at the time of closing, which will include the payment of all outstanding sums due to Cocoplum Homeowners Association, Inc. and Tahiti Beach Homeowners Association, Inc. through the date of closing. If there are any disputes as to the amounts of said liens, the closing agent is authorized to disburse those amounts not in dispute, and the disputed amounts will be held in escrow by the closing agent pending the resolution of said disputes by the Court. The Debtor is instructed to file a notice to the Court and serve it upon all parties when the due diligence periods in the Contract have concluded. The deposit of $800,000 currently being held by Creative Title Services, Inc. will not be disbursed to either party without further Order of the Court or the closing of the transaction. Should the Buyer default on the contract, the real estate brokers will have no entitlement to any commission as it relates to the $800,000 deposit. The closing agent will be authorized to disburse all funds due at closing that are not subject to a dispute, including any and all commissions earned by the listing broker and cooperating broker relating to this transaction without need of further Order of the Court. About Forastero Inc. Forastero, Inc., listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). Based in Coral Gables, Florida, Forastero filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13397) on March 23, 2018. In the petition signed by Marie C. Vallejo, authorized representative, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Robert A Mark. Richard R. Robles, Esq., and Nicholas G. Rosoletti, Esq., at the law firm Richard R Robles, PA, serve as the Debtor's counsel. Reiner & Reiner, P.A., is the special counsel. FULCRUM EXPLORATION: Seeks Approval to Use Cash Collateral ---------------------------------------------------------- Fulcrum Exploration, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas for the interim use of cash collateral in order to pay or honor prepetition and post-petition royalty obligations, working interest obligations and other obligations related to oil and gas leases. Fulcrum financed its operations through the use of a reserve-based line of credit. Prior to the Petition Date, Fulcrum entered into a Loan Agreement with Sovereign Bank. Additionally, CanAm entered into a loan agreement with Sovereign Bank. Subsequent to the Merger, Fulcrum executed a restated loan agreement with Sovereign Bank. Sovereign Bank subsequently merged with Veritex Bank. The terms of the Prepetition Restated Loan Agreement and Note further provide that the principal outstanding at any time will not exceed the lower of (i) the aggregate sum permitted under the "Borrowing Base" (which was set at $8,150,000 as of September 15, 2016), or (ii) $20,000,000. Since its execution, the Prepetition Restated Loan Agreement has been amended multiple times, such that on the Petition Date the "Borrowing Base" was $6,690,000. As of the Petition Date, Fulcrum owed approximately $8.2 Million on the Note. Pursuant to the Prepetition Restated Loan Agreement, the Debtor granted liens on substantially all of its assets. Additionally, and in conjunction with the Prepetition Restated Loan Agreement, the Debtor also executed that certain Mortgage and Security Agreement related to certain of the Debtor's oil and gas properties in Jackson and Tillman County, Oklahoma, to secure the prepetition obligations set forth in the Prepetition Loan Documents. The Debtor asserts that the value of its oil and gas reserves is greater than the amount of prepetition indebtedness owed to the Prepetition Secured Lender and provides adequate protection. Veritex Bank will be granted, without any further action, continuing, valid, binding, enforceable, fully perfected, replacement liens and first priority security interests in the Debtor’s presently owned or hereafter acquired property and assets, whether such property and assets were acquired before or after the Petition Date, of any kind or nature, whether real or personal, tangible or intangible, wherever located, and the proceeds and products thereof, junior only to the Carve-Out, but excluding any causes of action that could be brought under Sections 544-548 of the Bankruptcy Code or any applicable state fraudulent transfer statute or similar statute. Further, to the extent the Adequate Protection Liens do not adequately protect against the diminution in value of the prepetition liens on the Prepetition Collateral, Veritex Bank will have a post-petition super priority administrative expense claim against the Debtor, with recourse to all prepetition and post-petition property of the Debtor and all proceeds thereof, under Bankruptcy Code sections 503 and 507 against the Debtor's estate, which Prepetition Adequate Protection Superpriority Claim will have priority in payment over any other indebtedness and/or obligations now in existence or incurred hereafter by the Debtor or its estate and over all other administrative expenses of any kind. The use of cash collateral and replacement liens will be subject to right of payment of the following expenses: (a) unpaid post-petition fees and expenses of the Clerk of the Court and statutory fees payable to the U.S. Trustee pursuant to 28 U.S.C. Section 1930; and (b) unpaid post-petition fees and expenses of Professionals of the Debtor and any Statutory Committee (if appointed) but only to the extent such fees and expenses are within the amounts set forth in the Budget approved by Veritex for such Professional and subsequently allowed by the Bankruptcy Court under sections 330, 331, or 363 of the Bankruptcy Code. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/txnb18-32070-2.pdf About Fulcrum Exploration Fulcrum Exploration, LLC -- http://www.fulcrumexploration.com/-- is a Texas-based independent oil and gas company experienced in exploration and production. The company is actively developing its producing properties and is engaged in efforts to acquire additional undeveloped leaseholds. Fulcrum's operational experience also includes successfully reworking mature fields to recover additional reserves and prolong production. Fulcrum operates producing leases in both Tillman County and Jackson County Oklahoma. Fulcrum Exploration filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-32070), on June 24, 2018. The Petition was signed by Derek Jensen, president. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Hon. Stacey G. Jernigan is the case judge. The Debtor is represented by Pronske Goolsby & Kathman, P.C. FURNITURE FACTORY: Unsecured Creditors to Recover 2.9% Under Plan ----------------------------------------------------------------- Furniture Factory Direct, Inc., submits a disclosure statement in support of its chapter 11 plan dated June 29, 2018. There are 68 Non-Priority General Unsecured Claims scheduled or claimed totaling $3,010,970.62 as set forth below. Holders of Class K claims will be paid, pro rata, a total of $86,563.50 (the "Unsecured Dividend") in 60 equal installments with the first installment of $1,442.73 to be paid on the Effective Date and subsequent installments of $1,442.73 to be paid on the 10th day of each month for the following 59 months until the Unsecured Dividend is paid in full. This Unsecured Dividend represents 2.9% of the face value of the Claims scheduled or claimed. The confirmation of the Plan will serve to release any holder of a Class K claim as of the Petition Date from any claim or cause of action held by the Debtor against such holder (other than defenses of recoupment). The Debtor will continue to operate Furniture Factory and pay ongoing expenses. The income of the business will permit the payment of operating expenses. Based on the projected monthly budget, Debtor believes that the Plan is feasible. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wawb18-40718-290.pdf About Furniture Factory Direct Furniture Factory Direct, Inc., is a furniture retail business known as Furniture Factory Direct. It has six retail locations as well as a warehouse facility located in Fife Washington. Furniture Factory Direct filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 18-40718) on March 5, 2018. The Debtor is represented by Masafumi Iwama, Esq., S. Lamont Bossard, Jr., Esq., and Mark C. McClure, Esq., at Iwama Law Firm, in Kent, Washington. FUZION MEET: $65K Sale of Liquor License 47-540 to RNB Approved --------------------------------------------------------------- Judge Scott Clarkson of the U.S. Bankruptcy Court Central District of California authorized Fuzion Meet Eat Play, LLC's sale of a California Type 47 Liquor License identified by the California Department of Alcohol Beverage Control as License 47-540 to RNB Tustin, LLC for $65,000. A hearing on the Motion was held on June 7, 2018 at 11:00 a.m. The Sale of the Liquor License to the Buyer is authorized on an "as is, where is" basis, without any representations or warranties by the Debtor; and free and clear of liens, interests, encumbrances. The overbid procedures proposed in the liquor License Sale Motion, and the form and the manner of notice provided by the Debtor are approved. The 14-day stay imposed by F.R.B.P. 6004(h) is waived. About Fuzion Meet Eat Play Fuzion Meet Eat Play, LLC, is a privately held company whose principal assets are located at 7227 Edinger Ave, Huntington Beach, CA 92647. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Fuzion Meet has been out of business and not operating since June of 2016. Fuzion Meet Eat Play sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-10019) on Jan. 4, 2018. In the petition signed by Keell Lisack, managing member, the Debtor disclosed total assets at $364,500 and $1.29 million in debt. The case is assigned to Scott C. Clarkson. The Debtor tapped Jeffrey B Smith, Esq., at Curd, Galindo & Smith, LLP as counsel. GARY STEINGROOT: $710K Sale of Granite Bay Property Approved ------------------------------------------------------------ Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern District of California authorized Gary L. Steingroot's sale of his interest in the real property located at 1055 Hutley Way, Granite Bay, California to Randall and Lori Van Dusen for $710,000. The sale proceeds will first be applied to closing costs, real estate commissions, prorated real property taxes and assessments, liens, other customary and contractual costs and expenses incurred to effectuate the sale. The Debtor is authorized to pay a real estate broker's commission in an amount equal to 5% of the actual purchase price upon consummation of the sale. The 5% commission will be paid to the Debtor's real estate broker, Better Homes & Gardens Real Estate R.P Gary Lee Steingroot sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 16-27854) on Nov. 29, 2016. The Debtor tapped Edward A. Smith, Esq., as counsel. GREENTECH AUTOMOTIVE: Files Joint Chapter 11 Plan of Liquidation ---------------------------------------------------------------- GreenTech Automotive, Inc., and WM Industries Corp. filed a disclosure statement to accompany their proposed joint chapter 11 plan of liquidation dated July 3, 2018. The Plan provides for the substantive consolidation of the debtors' cases, with GTA being the surviving entity. Pursuant to the Plan, the Debtors will transfer certain of its assets to a newly organized subsidiary of GTA whose sole manager will be Shenzen Jin Hong Investment Management Co., Ltd., also known as Golden Resources, a Chinese investment company and sponsor of the Plan, pursuant to an Asset Purchase Agreement. The Purchased Assets will include the "MyCar" assets, the JSAT Interest, and the Mississippi Parcel and manufacturing facility. The consideration for the Purchased Assets will include $5 million in Cash plus shares in ListCo. Certain Assets of the Debtor are excluded from the APA. These “Excluded Assets” include (i) all Avoidance Actions, (ii) claims arising under the APA and in respect of the consideration payable by GR thereunder (iv) all Cash assets. Following the date on which the Confirmation Order becomes a Final Order, but no later than the Effective Date, the Debtors and GR Sub shall close on the APA, and the Debtors shall transfer the Purchased Assets to the GR Sub and the GR Sub shall pay the Cash Consideration to the Debtors. Thereafter, GTA shall continue its corporate existence, but the GR Sub shall be responsible for funding and overseeing all U.S. operations of GTA, until the Listco Closing. Upon the occurrence of the Listco Closing, Holders of Claims in Classes 7, 8, 9 and 11 will receive shares in Listco, which may be sold or retained. Listco is Nanning Baling Technology Co., Ltd., a Chinese company that manufactures heat exchangers (radiators, intercoolers, and oil coolers) using copper brazing, copper soldering, aluminum welding and other technology suitable for use in mini-cars, sedans, ICE automobiles, and heavy-duty vehicles. Listco's products are mainly used in the automobile, construction machinery, and defense equipment markets, with customers in China, the U.S., and other international markets. Listco is financially sound, with reputable controlling shareholders. The Plan will be administered by a Plan Administrator, and the administration of the Plan will be funded by the Plan Administration Fund, which will be established in the amount of $50,000 from the Cash Consideration. Upon the occurrence of the Effective Date, the Plan Administrator, pursuant to the terms of the Plan Administrator Agreement, will be responsible for prosecuting all litigation. The proceeds of such litigation, as well as the Cash and any other Assets available to the Plan Administrator, shall be used to fund the administration of the Plan, including the compensation of the Plan Administrator and his professionals, and to make supplemental Cash distributions under the Plan, to the extent that Cash is available for such purposes. Holders of allowed unsecured claims in Class 7 will receive Listco Share Consideration equal to 100% their Allowed Claim. A Holder receiving Listco Share Consideration shall be entitled to exercise rights (including the right to sell) or options that are available. The Plan will be implemented through the Distribution of (i) the Debtor's Cash, whether from the Cash Consideration (as available for such purposes), Returned Administrative Fees and/or other available and permitted sources under the Plan and (ii) the Listco Share Consideration. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/vaeb18-10651-211.pdf About GreenTech Automotive GreenTech Automotive, Inc. -- http://www.wmgta.com/us-- an electric car company, and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Lead Case No. 18-10651) on Feb. 26, 2018. GreenTech Automotive, headquartered in Sterling, Virginia, was organized in Mississippi in 2009 for the purpose of developing, producing, marketing and financing energy efficient automobiles, including electric cars. WMIC, a Virginia corporation, is a holding company that holds a majority of the outstanding shares of common stock of GreenTech. In the petition signed by Norman Chirite, authorized representative, GreenTech estimated $100 million to $500 million in both assets and liabilities. The Hon. Brian F. Kenney presides over the cases. Kristen E. Burgers, Esq., at Hirschler Fleischer PC, and Mark S. Lichtenstein, Esq., at Crowell & Moring LLP, serve as legal counsel to the Debtors. HOAG URGENT: PCO Files 5th Interim Report ----------------------------------------- Tamar Terzian, Patient Care Ombudsman (PCO) for Hoag Urgent Care-Tustin, Inc., et al., filed a fifth interim report affecting Cypress Urgent Care, Inc., and Laguna-Dana Urgent Care, Inc. According to the PCO, the follow-up visit to Dana Point and Cypress involved verification that the multi-dose vials of medicine were consistently dated. Staffing levels verified and appropriate numbers and skill set of practitioners also verified. The PCO had the following observations: 1. CYPRESS URGENT CARE: Discussion and interview with Patricia Lopez, Assistant Clinic Administrator. Much the same as reported by the previous ombudsman. a. The Center is relatively small with 2 trauma beds and 7 exam rooms. All areas are clean, well-supplied and affords secure and appropriate interactions with patients and families. Average daily patient census has increased to approximately 50-70 patients. Approximately 2-3 Workers compensation cases per day and approximately 4-6 Pre Employment Screening per week. b. Staffing, as reported, aside from a NP or PA or an MD (one of which is always available) equals 5 Medical Assistants (MA) personnel plus 2 MA personnel X-ray technicians who can work both the front and back and alternate. (Reception and patient care areas). Staff friendly, helpful, accommodating. c. Licenses of staff posted and current. d. CLIA (Clinical Laboratory Improvement Amendment) license is current. e. Medications are dated property and no outdates. f. Medical records well maintained. 2. LAGUNA-DANA URGENT CARE: Discussion and interview with Patricia Lopez, Assistant Clinic Administrator. Much the same as reported by the previous ombudsman. a. The Center is relatively small with 2 trauma beds and 3 exam rooms. All areas are clean, well-supplied and affords secure and appropriate interactions with patients and families. Staff attitude helpful and accommodating. b. Average daily patient census 35-40 patients. c. Staffing, as reported, aside from a NP or PA or an MD (one of which is always available) equals 2 Medical Assistants (MA) who are also X-ray technicians and Three other MA personnel who can work both the front and back. (Reception and patient care areas). They are looking to hire an additional MA to cover both front and back in the event its necessary. Staff friendly, helpful, accommodating. d. Licenses of staff posted and current. e. Supplies are appropriately labeled and stored. f. Medication (multi-dose) appropriately dated The court recommends to: 1. Continue to Label all opened medication. Continue to assure that there is sufficient staff to cover all patient care. 2. Assure CLIA and any other clinical license is current. The PCO finds that all care provided to the patients by Hoag Urgent Care-Tustin, Inc., et al is well within the standard of care. The PCO will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/cacb17-13077-617.pdf About Hoag Urgent Care-Tustin Hoag Urgent Care-Tustin, Inc., and its affiliates operate five urgent care clinics located throughout Southern California. Hoag Urgent Care-Tustin and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 17-13077) on Aug. 2, 2017. In the petitions signed by Dr. Robert C. Amster, president, the Debtors estimated assets and liabilities of $1 million to $10 million. Judge Theodor Albert presides over the cases. The Debtors hired Baker & Hostetler LLP as legal counsel; Keen-Summit Capital Partners LLC as investment banker; and Grobstein Teeple LLP as their accountants. On September 21, 2017, Constance Doyle was duly appointed as the patient care ombudsman for Hoag Urgent Care-Tustin, Inc. and its affiliates. On February 26, 2018, Tamar Terzian was appointed as the successor PCO in this case. HOUGHTON MIFFLIN: Bank Debt Trades at 7% Off -------------------------------------------- Participations in a syndicated loan under which Houghton Mifflin Harcourt Publishers Inc. is a borrower traded in the secondary market at 93.42 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.61 percentage points from the previous week. Houghton Mifflin pays 300 basis points above LIBOR to borrow under the $800 million facility. The bank loan matures on May 29, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. HUDSON'S BAY: Bank Debt Trades at 6% Off ---------------------------------------- Participations in a syndicated loan under which Hudson's Bay Co. is a borrower traded in the secondary market at 93.92 cents-on-the-dollar during the week ended Friday, July 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.99 percentage points from the previous week. Hudson's Bay pays 325 basis points above LIBOR to borrow under the $500 million facility. The bank loan matures on September 30, 2022. Moody's rates the loan 'B3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 13. JAMES EHLERS: $432K Sale of Dillon Condo Unit to Perrys Approved ---------------------------------------------------------------- Judge Beth E. Hanan of the U.S. Bankruptcy Court for the Eastern District of Wisconsin authorized James W. Ehlers' sale of real property and personal property located at 22714 US Hwy. 6, Dillon, Colorado, a condominium unit, to Craig Perry and Jill Perry for $432,000. The sale is free and clear of all liens, claims and interests. Because there are no objections to the Motion and the Debtor has shown cause to exempt the sale of the Property from the stay imposed under Fed. R. Bank. P. 6004(h), the stay is waived. The Order is effective immediately upon entry. No automatic stay of execution pursuant to Fed. R. Civ. P 62(a), as may be applicable pursuant to Fed. R. Bank. P. 7062, or Fed. R. Bankr. P. 6004(h) or 6006(d), applies to the Order. James W. Ehlers filed a voluntary petition for relief under Chapter 13 of the Bankruptcy Code on Sept. 7, 2016. The case was converted to one under Chapter 11 (Bankr. E.D. Wis. Case No. 16-29505-BEH) on Aug. 14, 2017. JOYFULL RIDE: Unsecureds to Get 10% Dividend Over Four Years ------------------------------------------------------------ Joyfull Ride, Inc., and its affiliates and their principal Selim Romanos filed a disclosure statement in connection with their joint plan of reorganization dated July 3, 2018. The Debtors are five Massachusetts corporations that each owns Boston or Cambridge taxi medallions. The president and sole director is Selim Romanos. The Debtors seek to consensually modify payments due to secured creditors. Class Six includes all unsecured claims and the dividend will be 10% paid through annual dividends commencing on the Effective Date over a four-year period. The total allowed unsecured debt comprising Class Six will total approximately $135,590. Therefore Class Six will receive a total dividend of approximately $13,559. The feasibility of the Debtors' proposed Plan of Reorganization is based upon rental fees for the Debtors' medallions. The Debtors' income projections demonstrate the feasibility of annual payments to general unsecured creditors in the approximate amount of $2,712 each year for four years as well as $113,970/year to satisfy secured claims. The assumptions are based upon the more than twenty years' experience of Romanos in the operations of taxis. During the last twelve full months of Chapter 11 operations the Debtors grossed $124,077. Selim will supplement the funds necessary for the Confirmation Escrow Deposit. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mab17-11617-122.pdf About Joyfull Ride Jointly administered debtors Joyfull Ride, Inc., June 16, Inc., MISH, Inc., Royal Transportation Services, Inc., and Southside Enterprises, Inc., filed their respective Chapter 11 petitions (Bankr. D. Mass. Case Nos. 17-11617, 17-11620, 17-11621, 17-11622 and 17-11623, respectively) on May 1, 2017. The petitions were signed by Selim Romanos, its president. At the time of filing, Joyfull Ride had $50,000 to $100,000 in estimated assets and $100,000 to $500,000 in estimated liabilities; Royal Transportation had less than $50,000 in estimated assets and $100,000 to $500,000 in estimated liabilities; while June 16, Inc., MISH, Inc. and Southside Enterprises had $100,000 to $500,000 in estimated assets and $500,000 to $1 million 000 in estimated liabilities. The cases are assigned to Judge Frank J. Bailey. The Debtors are represented by John F. Sommerstein, Esq., at the Law Offices of John F. Sommerstein. JTJM INC: $150K Sale of Santa Clarita Submarina Resto Approved -------------------------------------------------------------- Judge Meredith A. Jury of the U.S. Bankruptcy Court for the Central District of California authorized JTJM, Inc.'s sale of its Submarina restaurant located at 26517 Carl Boyer Drive, Santa Clarita, California to Kirk W. Murray for the amount of $150,000, plus inventory, through the use of Cornerstone Escrow, Inc. A hearing on the Motion was held on June 27, 2018 at 1:30 p.m. Pursuant to Section 363(f)(3), the sale will be free and clear of all liens, claims, and encumbrances. The Debtor is authorized to pay these creditors through escrow: a. Can Capital, Inc. - $22,752 b. Sysco Ventura, Inc. - $3,000 c. Queen Funding, LLC - $21,265 d. DLI Assets, LLC - $12,000 e. Yellowstone Capital West, LLC - $29,000 f. Cash Capital Group, LLC - $11,856 The Debtor is authorized to pay all escrow fees and business property taxes. The 14-day stay of FRBP 6004(h) is waived. About JTJM Inc. JTJM, Inc., is a privately-held corporation based in Murrieta, California. JTJM sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10073) on Jan. 5, 2018. Jeffrey Warfield, president, signed the petition. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. Judge Meredith A. Jury presides over the case. GOE & FORSYTHE, LLP, is the Debtor's counsel. KODY BRANCH: Taps Terzian Law Group as Bankruptcy Counsel --------------------------------------------------------- Kody Branch of California, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California (Los Angeles) to hire Terzian Law Group as its bankruptcy counsel. Professional services Terzian Law will render are: -- advise the Debtor with regard to the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and assistance regarding compliance with the requirements of the Office of the United States Trustee; -- advise the Debtor with regards to certain rights and remedies of their bankruptcy estate and rights, claims and interest of creditors; -- represent the Debtor in any proceedings or hearings in the Bankruptcy Court involving their estates unless the Debtor is represented in such proceeding or hearing by other special counsel; -- conduct examinations of witnesses, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; -- prepare and assist the Debtor in the preparation of reports, applications, pleadings and other including, but not limited to, applications to employ professionals, interim statements, operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financial pleadings; -- assist the Debtor in negotiation, formulation, confirmation and implementation of a Chapter 11 plan and implementation of a plan or reorganization; -- perform any other services which may be appropriate of the Firm's representation of the Debtor during his bankruptcy case. Tamar Terzian, Esq., founder and President of Terzian Law Group, attests that his Firm does not hold any interest in nor is materially adverse to the Debtor and thus constitutes a disinterested person as contemplated by 11 U.S.C. Sec. 327 and defined in Section 101(14) of the Bankruptcy Code. Terzian Law's regular hourly rates are: Tamar Terzian $450.00 Associates $250.00 Law clerks/paralegals $175.00 The firm can be reached through: Tamar Terzian, Esq. Terzian Law Group 315 W. Arden Avenue Suite 28 Glendale, CA 91203 Phone: 818-242-1100 E-mail: terzbklaw@gmail.com About Kody Branch of California Kody Branch of California, Inc., is a clothing and apparel manufacturer and wholesaler based in Baldwin Park, California. Kody Branch of California sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-23722) on Nov. 6, 2017. In the petition signed by Tony Trinh, its president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Robert N. Kwan presides over the case. Kody Branch of California tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel. LA HABICHUELA: Cash Flow, Future Income to Fund Proposed Plan ------------------------------------------------------------- La Habichuela, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico an amendded plan of reorganization dated July 2, 2018. Class 1 under the amended plan is the secured claim of Reliable Financial Services, which will be continued to be paid, until the conclusion of the 64 monthly installments of $1,244, including interest at a rate of 4.65%. On November 2019 a balloon payment is due. Class 4 general unsecured creditors will receive prorate payment of 15 % for a period of 5 years, beginning 90 days after the effective date of the plan. The plan proposes to pay the creditors of La Habichuela, Inc. from the cash flow and the future income generated by the sales made by the three fast food restaurants that the Debtor owns and administers. The previous version of the plan provided that the funding of the plan will come from the savings since filing the petition for relief and continuation of operations of the three restaurants. A full-text copy of the Amended Plan dated July 2, 2018 is available at: http://bankrupt.com/misc/prb15-09171-11-275.pdf About La Habichuela, Inc. La Habichuela, Inc, based in Carolina, Puerto Rico, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 15-09171) on November 19, 2015. Francisco R. Moya Huff, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $164,372 in assets and $1.23 million in liabilities. The petition was signed by Francisco Cabello Dominguez, secretary. LIVE OAK HOLDING: Trustee Taps Pacific Commercial as Broker ----------------------------------------------------------- Richard M Kipperman, chapter 11 trustee for the bankruptcy estate of Live Oak Holding, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of California (San Diego) to hire Pacific Commercial Management, Inc., as his broker for the sale of the Live Oak Springs Water Company. As the Trustee's real estate broker, Pacific will: (a) prepare marketing materials; (b) provide due diligence materials to prospective purchasers; (c) show the Water Company to prospective purchasers; (d) market the Water Company to water utilities; and (e) provide all other services customarily provided by real estate brokers. Pacific's commission will be 10% of the sale price if the purchaser is represented by a broker, which will be shared equally with the purchaser's broker, or 8% of the sale price if the purchaser is not represented by a broker upon the sale of the Water Company. Michael P. McNally, president of Pacific Commercial Management, attests that Pacific and all of its professionals are disinterested persons who do not hold or represent an interest adverse to the estate. The firm can be reached through: Michael P. McNally Pacific Commercial Management, Inc. 2725 Congress Street, Suite 1-E San Diego, CA 92110 Phone:(858) 450-6886 Fax:(858) 450-6626 E-mail:PacComMgt@aol.com About Live Oak Holding Live Oak Holding, LLC, at the time of its filing, owned approximately 115.85 acres near Boulevard, California on which it had previously operated various businesses, including a water company, campground, restaurant and bar, off-road vehicle race track and mobile home park. Live Oak Holding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 13-11672) on Dec. 3, 2013. In the petition signed by Nazar Najor, member, the Debtor reported assets of $1.81 million and liabilities of $2.07 million. The case is assigned to Judge Laura S. Taylor. The Debtor had Ruben F. Arizmendi, Esq., at Arizmendi Law Firm, as its legal counsel. On Jan. 30, 3014, Richard M. Kipperman was appointed as the Chapter 11 trustee. The Trustee is represented by Mintz Levin Cohn Ferris Glovsky and Popeo P.C. LOMA LINDA: Fitch Rates Series 2018A Bonds 'BB', Outlook Stable --------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to the series 2018A bonds expected to be issued by the California Statewide Communities Development Authority on behalf of Loma Linda University Medical Center (LLUMC). In addition, Fitch has downgraded to 'BB' from 'BB+' the Issuer Default Rating (IDR) and the rating on the outstanding series 2014A, 2014B and 2016A revenue bonds issued by the California Statewide Communities Development Authority on behalf of LLUMC. The Rating Outlook is Stable. Bond proceeds of the $390.7 million fixed rate series 2018A issuance will be used to finance a portion of the additional costs of the campus transformation project and ongoing capital expenses, fund a $33.6 million debt service reserve fund and pay costs of issuance. The bonds have a 2058 maturity. SECURITY The bonds are secured by a gross receivables pledge and mortgage pledge of the obligated group (OG). There are also debt service reserve funds. The OG includes LLUMC, LLU Children's Hospital, LLUMC - Murrieta, and Loma Linda University Behavioral Medicine Center. The OG accounted for almost all of the consolidated system assets and revenues. Fitch's analysis is based on the consolidated system. ANALYTICAL CONCLUSION Fitch's downgrade of LLUMC's IDR and revenue bond rating to 'BB' from 'BB+' reflects the addition of series 2018A debt on an already highly leveraged balance sheet and low liquidity, further limiting financial flexibility for the system for many years to come. Fitch had cited in the last credit review that LLUMC did not have additional debt capacity at the 'BB+' rating. In the longer term, Fitch anticipates that LLUMC's role as an academic medical center and essential provider of trauma and children's services will sustain profitability (partly through provider fee benefits) and bolster its market position after completion of its new hospital towers. KEY RATING DRIVERS Revenue Defensibility: 'bb'; High Acuity Academic Provider in Challenging Market LLUMC's position as an academic medical center and a major provider of tertiary and quaternary services in a challenging market is reflected in its payor mix. LLUMC is a major recipient of the state provider fee, California's Hospital Quality Assurance Fee (HQAF) program, which offsets some of the operating losses from serving a large underserved population. Operating Risk: 'a'; Solid Operating Performance LLUMC's strong operating risk assessment is based on Fitch's expectations of high and improved profitability margins (including provider fee benefits) although the system is still engaged in a major campus transformation project. Financial Profile: 'bb'; Weaker Financial Profile Supports Below Investment Grade Rating LLUMC's balance sheet is characterized by low liquidity and high leverage, primarily due to the large debt issuances to finance the campus transformation project. The leverage metrics weakened further with the series 2018A debt and Fitch anticipates that debt will remain very high through the cycle, supporting the financial profile's weak ('bb') assessment. Asymmetric Additional Risk Considerations No asymmetric additional risk considerations were applied in this rating determination. RATING SENSITIVITIES HIGHLY LEVERAGED BALANCE SHEET: It is Fitch's expectation that Loma Linda University Medical Center's rating will remain at the 'BB' category for a number of years given its highly leveraged balance sheet. LLUMC would need to significantly improve liquidity and yield much higher profitability to improve its leverage metrics to be more in line with expectations for an investment grade credit. Failure to sustain high operating EBITDA margins over the next few years would be seen as unfavorable at the current rating. FURTHER PROJECT OVERRUNS: Fitch believes that any further delays or higher than anticipated project expenses may affect profitability and hamper LLUMC's ability to grow unrestricted cash, resulting in rating pressure. CREDIT PROFILE LLUMC is part of Loma Linda University Health, which also includes Loma Linda University, the Faculty Medical Group and several other related organizations. A board restructuring in April 2015 resulted in one unified board for the organization and the decision to coordinate fiscal year ends for all Loma Linda University Health members. As a result, LLUMC changed its fiscal year to June 30 and the most recent audited statements ended June 30, 2017 (six-month audit). LLUMC, located 60 miles east of Los Angeles in Loma Linda, CA, operates a total of 1,077 licensed beds: University Hospital (371), East Campus Hospital (134), Surgical Hospital (28 bed) (all three share a license and are located on the main campus), Children's Hospital (343 beds), Behavioral Medicine Center (89-bed facility in Redlands) and LLUMC- Murrieta Hospital (112 beds in Murrieta). LLUMC offers quaternary and tertiary series and has the only level I trauma center and level IV neonatal intensive care unit in the service area of the Inland Empire (San Bernardino and Riverside counties). University Hospital and Children's Hospital are undergoing a capital intensive campus transformation project which will also address state-mandated seismic requirements that go into effect on Jan. 1, 2020, although the project is a year behind schedule and will require an extension from the state legislators Revenue Defensibility LLUMC's high Medicaid exposure and somewhat constrained payor mix reflect its role as an academic medical center with a significantly-sized children's hospital. With Medicaid currently representing approximately 41% of gross revenues and 32% of net revenues, LLUMC is a major beneficiary of California's HQAF program. HQAF provides supplemental Medi-Cal payments to hospitals that are net recipients of the hospital provider fee program; however, there is a lag in payment receipts after the pertaining services are provided and historically they have not been recorded in the income statement until the program payments are approved by the Centers for Medicare and Medicaid Services (CMS), resulting in uneven profitability in certain years. Fitch recognizes the importance of the benefit from the HQAF program on LLUMC's margins, although LLUMC's high exposure to Medicaid and supplemental payment volatility is considered a general revenue constraint. Before Dec. 31, 2017, LLUMC did not record any revenue for services rendered until the program's phases were approved by CMS. However, LLUMC's position shifted in early calendar 2018, and the system has been accruing for the net program benefit pending CMS' approval for all hospital fee programs through 2018. With the change in the accounting approach the system is reporting significantly higher provider fee revenue in fiscal 2018 for prior and current periods than in prior fiscal years. Eventually, Fitch expects this accounting change will normalize the income statement even if there is still a lag in timeliness of program payments. Competitive Market Position LLUMC's market share in its service area, the Inland Empire, was stable in 2016 after slight growth between 2012 and 2015. While not leading the service area market share, LLUMC offers a greater depth and breadth of quaternary and tertiary services with the only level-I trauma center and level-IV neonatal intensive care unit in the service area, as indicated by a high Medicare case mix index of 2.0. The organization's two main hospitals also provide training to thousands of students and residents each year. LLUMC's market share in the Inland Empire was 11% in 2016 and the next closest competitor, Kaiser-Fontana, had a 7.2% market share. However, Kaiser has several facilities in the area and Kaiser's combined market share in the region was 12%. Other leading competitors in this service area include UHS (8.1%), Tenet (7%), and Dignity Health (6%). LLUMC has several strategies underway to solidify and expand its market position in the growing Inland Empire. LLUMC is developing a clinically integrated network (University Preferred Health Partners) with other providers (hospitals and physician groups) in the service area as well as partnering with payers to better manage the care and cost, especially of the Medi-Cal population. The system is also focusing on physician recruitment at its pediatric hospital and at LLUMC- Murrieta and shifting services to outpatient modalities to free up capacity for higher inpatient acuity cases. Additionally, LLUMC is rebranding its pediatric hospital and clinics under the name LLU Children's Health. Fitch believes these strategies should continue to solidify LLUMC's market position in this competitive service area. While stable and economically diverse, the Inland Empire has weaker demographics marked by higher unemployment and poverty levels than the state of California or the rest of the country. There has been 3.9% population growth in the past five years, similar to the national rate, although 19.1% of San Bernardino County's population lives below the poverty level (compared to the national average of 15.1%). Fitch does not expect any short-term payor mix changes, but does expect LLUMC to remain highly exposed to Medi-Cal as a payor. Operating Risk As discussed, fiscal 2018 has been an HQAF catch-up year as LLUMC accrued net program benefits covering multiple years after not recording HQAF revenue in the six-month fiscal year 2017. The system is expected to report $318 million in net benefit provider fee revenue in fiscal 2018: $128 million for program services approved by CMS and provided in fiscal 2018; $104 million for services provided in 2018 and not approved by CMS and $86 million for prior year services. Therefore, as expected the provider fee receivables on the balance sheet will increase in fiscal 2018 by almost $200 million from fiscal 2017. LLUMC reported a 10.9% operating margin and 16.1% operating EBITDA margin in the nine-month statements of fiscal 2018 (ended March 31) partly due to the recording of additional net program benefits. Fitch expects operating EBITDA margins to remain high in 2019-2020 (averaging approximately 12.5%) until staffing and operating costs increase with the completion of the new hospital towers in 2021. Fitch expects that the higher operating expenses in 2021-2023 will result in operating EBITDA margins that average around 8%. Operating improvement in fiscal 2018 has been driven largely by initiatives to reduce length of stay and cost management. Increased acuity, volumes and additional reimbursement at the Children's Hospital has also led to the solid operating performance. These expense efforts will continue in 2019 as the system focuses on maximizing cash flow in the periods leading up to the opening of the new towers. Campus Transformation University Hospital's transformation project began over a year ago. The project includes two new patient towers on a shared platform (16-story adult tower and 9-story children's tower) with all private rooms, expanded and separate emergency rooms, expanded neonatal intensive care unit and birthing center, 16 new operating rooms (five additional), enhanced diagnostic imaging services and cardiovascular labs. The project will result in 983,000 square feet of new space with a total capacity of 693 licensed beds (320 adult and 377 children's) once the shelled space is built out for the additional 60 beds. The original project budget was $1.085 billion, but a change in the building requirements in 2017 resulted in significant additional steel reinforcements which increased the budget by $138 million with roughly an additional $70 million in related project delays. The total cost of the project is now expected to be $1.29 billion. Earlier this year, LLUMC expected to fund the additional cost of the project from increased operating cash flow but has since decided to fund the project overrun with $200 million in proceeds from the series 2018A bonds. The balance of the transformation project is funded by proceeds from the 2014 bonds, 2016 bonds, $165 million California Health Facilities Finance Authority (CHFFA) grant (Proposition 61 and 3 other voter-approved ballot initiatives for children's hospital construction), and philanthropy. Through June 2018, just over $320 million had been spent on the project, of which a portion is expected to be reimbursed once CHFFA approves the invoices related to the Children's Hospital construction. However, CHFFA may not release the funds from the grant until after the construction is completed in 2021. Consequently, the series 2018A bonds include $150 million to address ongoing capital expenditure needs during the remaining construction period. In addition to affecting the cost, the supplemental steel reinforcement also had an impact on timing as the project is now slated for completion in November 2020, past the regulatory deadline for seismic requirement. Management is addressing the issue with the state legislators and does not expect negative ramifications related to missing the seismic deadline. Fitch expects this complication will be resolved with a legislative extension that will likely be granted in the fall. Support for the hospital construction effort is a significant component of Vision 2020 - The Campaign for a Whole Tomorrow, a $366 million comprehensive philanthropic initiative that is the largest in the history of Loma Linda University Health. Vision 2020 also represents the largest investment in health care and education in the Inland Empire. LLUMC received gifts or commitments of $332 million as of June 2018, and the system expects to use $120 million in philanthropy for project expenses in 2020 and 2021. Beyond the transformational project, LLUMC is planning for modest routine capital spending, significantly below depreciation levels in the next five years, with annual capital outlays projected to be between $65 and $85 million annually. Financial Profile LLUMC's 'bb' financial profile assessment is driven by the system's low liquidity and high leverage, both reflecting the stress of financing the large capital project. The grant delays and project overruns resulted in the system using its own cash for the project, which decreased days cash on hand to a low 86 days as of March 31, 2018 from 101 days as of fiscal year end 2017 (June 30, 2017). As a result of this weak balance sheet and incremental debt with the current issuance, LLUMC's leverage metrics in the rating case support a below investment grade assessment thorough a normal economic cycle. Even with the higher profitability expectations over the next couple of years, Fitch's rating case reflects cash to adjusted debt in the range of 37% and net adjusted debt to adjusted EBITDA of approximately 6.7x in 2023 as compared to approximately 23% and 4.2x, respectively, as of the nine-months of fiscal 2018. LLUMC has no pension liability above the 80% cap and operating leases are nominal. Nevertheless, the high debt burden is the key credit driver of the below investment grade rating. Fitch's scenario analysis is based on the annualized nine-month fiscal 2018 statements. The base case reflects Fitch's expectations for increased profitability and low expenditure growth through 2020. Expenditures are expected to increase with the opening of the new hospital in 2021 and 2022. The lower revenue growth assumption of -2.4% in 2019 from the annualized 2018 level reflects Fitch's expectations that HQAF revenues will not include any prior-year accruals in 2019. The 1% expense assumption reflects Fitch's expectations that management will keep tight expense controls based on various cost-cutting initiatives in 2019. Fitch applied the standard stress to the revenues in the rating case (two points lower than the revenue growth rate in Fitch's base case in year one, one point lower in year two, one point higher in year three and equal to Fitch's base case in years four and five). LLUMC's portfolio stress in the event of a drop in GDP is 9.6% based on its investment allocation. The capital expenditure assumptions in Fitch's base case reflect routine and strategic capital expenditures (cap ex) over the next five years. Fitch lowered the routine cap ex by 30% in years two and three of the rating case to reflect some flexibility by management to reduce it further if needed (although the budget has already been significantly reduced by management). Most of the campus transformation project is funded by restricted sources (bond proceeds, grants and philanthropy). Asymmetric Additional Risk Considerations There are no asymmetric risk considerations. Total outstanding debt is 100% fixed rate and there are no swap arrangements. LLUMC's $122.8 million of series 2014B bonds was structured as a 10-year bullet and is due on Dec. 1, 2024. Under the MTI, this is amortized over 30 years for purposes of calculating covenant compliance based on the definition of debt service requirements. While not expected, an inability to refinance this debt would be viewed negatively. LOMA LINDA: S&P Lowers Ratings on 2014/2016 Rev. Bonds to 'BB-' --------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB' on the California Statewide Communities Development Authority's series 2016A, 2014A, and 2014B fixed-rate revenue bonds. In addition, S&P Global Ratings assigned its 'BB-' long-term rating to the authority's $366.25 million series 2018 fixed-rate bonds. All bonds were issued for Loma Linda University Medical Center (LLUMC) obligated group. The outlook is stable. "The rating action reflects our view of LLUMC's unanticipated debt with rising pro forma maximum annual debt service and an overall tightening of an already weak balance sheet," said S&P Global Ratings credit analyst Suzie Desai. Specifically, approximately $200 million of the series 2018 bond proceeds will go toward LLUMC's large campus transformation project with $150 million going to other capital projects to help maintain LLUMC's unrestricted reserves. The remaining proceeds will go toward a debt service reserve fund and costs of issuance. The additional debt is related to added construction costs as well as timing of payments from the California Health Facilities Financing Authority's state bond program for children's hospitals (Propositions 61 and 3), which S&P anticipates will be resolved over the next few months. The stable outlook reflects S&P's view of LLUMC's growing business position in the market, combined with historically sound operating performance after net gain from the normalized provider fees. MCMAHAN-CLEMIS INSTITUTE: Seeks Authority on Cash Collateral Use ---------------------------------------------------------------- McMahan-Clemis Institute of Otolaryngology, S.C., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to use its cash collateral. The Debtor requires the interim use of cash collateral to pay the necessary costs associated with the operation of its business and requests that the Court conduct a preliminary hearing, instanter, on the Motion and set this matter for final hearing on July 17, 2018, at 10:30 a.m. The Debtor lacks funds with which to fund this Chapter 11 proceeding, and specifically, with which to continue the operations of its business without the continued use of the Cash Collateral. The Debtor requires use of the cash collateral to pay employees, independent contractors for audio related services, insurance, rent, and other necessary expenses associated with and necessary for the operation of its business. The Debtor's assets included funds on deposit at Bank of America and accounts receivables due and owing from the State of Illinois and other third party healthcare insurance providers including but not limited to United Healthcare, BCBS, Aetna, Cigna and other unknown healthcare insurance providers. Lake Forest Bank & Trust Company is a judgment creditor of the Debtor. On May 15, 2018, Lake Forest Bank obtained a judgment in the amount of $436,886.98 against the Debtor in the proceeding more commonly known as Lake Forest Bank & Trust Company vs. McMahan-Clemis Institute of Otolaryngology, S.C., Case No. 16 L 012145 pending in the Circuit Court of Cook County, Illinois - Law Department, First District. Thereafter, Lake Forest Bank initiated post-judgment proceedings in the State Court Case. Upon service of the Citations, a lien in favor of Lake Forest Bank was created in and against the Pre-Petition Bank Deposits and the Pre-Petition Accounts Receivables. The Debtor acknowledges that the Pre-Petition Bank Deposits and the Pre-Petition Accounts Receivable constitute cash collateral within the meaning of 11 U.S.C. Section 363. The Debtor proposes that Lake Forest Bank will be granted valid and perfected replacement liens in and to post-petition cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral (excepting avoidance actions of the estate) to the same extent and with the same priority as held pre-petition. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/ilnb18-17563-10.pdf About McMahan-Clemis Institute of Otolaryngology S.C. McMahan-Clemis Institute of Otolaryngology, S.C., d/b/a Physician's Hearing Aid Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-17563) on June 20, 2018. In the petition signed by John T. McMahan, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Lashonda A. Hunt presides over the case. The Debtor is represented by Gregory K. Stern, P.C. MOEINI CORP: $1M Sale of Foley Property to Yi Xiang Ou Approved --------------------------------------------------------------- Judge Henry A. Callaway of the U.S. Bankruptcy Court for the Southern District of Alabama authorized Moeini Corp.'s sale of the real property and improvements thereon known as 1605 South State Highway 59, also known as 1605 McKenzie Avenue, Foley, Alabama, and items of equipment attached to said building including hood, cooler with refrigeration equipment, range, icemaker and booths, to Yi Xiang Ou or his designee for $1.05 million, plus closing costs. From the gross sales proceeds, the Debtor will pay (1) the balance owed to Regions Bank secured by a mortgage on said property, (2) the balance owed to the U.S. Small Business Administration secured by a mortgage on said property, (3) all closing costs and fees required to be paid by Seller under the terms of the Purchase Agreement, (4) the proration of ad valorem taxes required to be paid by Seller under the Purchase Agreement, and (5) the amount of $6,500.00 to Irvin Grodsky's P.C.'s IOLTA account to be used to pay the Chapter 11 Quarterly Fees for the calendar quarter during which the sale is closed. The balance of the sales proceeds, if any, will be paid to the Debtor. The Court finds, pursuant to B.R. Rule 6004(h), that cause exists for nullifying the stay of the Order, and the Order is effective and final immediately. About Moeini Corporation Moeini Corporation is a franchisee of IHOP restaurants with locations in the Alabama and Florida market. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 17-04073) on October 26, 2017. Mehdi Moeini, its president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. MOHDSAMEER ALJANEDI: PCO Files 5th Interim Report ------------------------------------------------- Tamar Terzian, successor Patient Care Ombudsman (PCO) for Mohdsameer Aljanedi Dental Corporation, dba Beachside Dental Group, said no there were no Health Information Privacy violations, known as Health Insurance Portability and Accountability Act (HIPAAP). The patient records are securely maintained, are complete and are also electronic. Each record shows the signature of the patient who has received Privacy Policy information, Patient's Rights information, as well as a Dental Fact sheet, explaining the use, reasons, and effects of such things as porcelain, gold, etc. Review of medical records records for patient signatures on receipt of privacy and Patient Rights. All records complete. Some records need to be updated as the policy for receiving patient signatures was implemented 6 months ago. The records need to be continuously updated with patient signatures of receiving their patient rights. The Debtor is in compliance and the PCO finds that all care provided to the patients by Beachside Dental Group is within the standard of care. The PCO will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. A full-text copy of the PCO's Fifth Interim Report is available for free at: http://bankrupt.com/misc/cacb17-14089-132.pdf About Mohdsameer Aljanedi Dental Beachside Dental Group is a multi-specialty dental company offering a wide range of dental services, including general and cosmetic dentistry, dental sedation, periodontics' gum specialist, orthodontics, endodontics, oral surgery, pedodontics, prosthodontics, and laser dentistry. The Company's gross revenue amounted to $1.65 million in 2016 and $1.50 million during the year prior that. Mohdsameer Aljanedi Dental Corporation, d/b/a Beachside Dental Group, previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 13-30138) on Aug. 9, 2013. Mohdsameer Aljanedi Dental again filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-14089) on Oct. 15, 2017. The petition was signed by Mohdsameer Aljanedi, president. At the time of filing, the Debtor disclosed $1.50 million in total assets and $3.78 million in liabilities. The case is assigned to Judge Mark S. Wallace. The Debtor is represented by Michael R. Totaro, Esq., at Totaro & Shanahan. On October 20, 2017, the Court approved the appointment of Constance R Doyle as Patient Care Ombudsman for Mohdsameeer Aljandi Dental Corporation, d/b/a Beachside Dental Group. MOLDOVA FOREVER: Taps Alla Kachan PC as Attorney ------------------------------------------------ Moldova Forever, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York (Brooklyn) to hire the Law Offices of Alla Kachan, P.C., as its attorneys. Services Kachan Law Office will render are: a. assist the Debtor in administering this case; b. make motions or take such action as may be appropriate or necessary under the Bankruptcy Code; c. represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and other actions as Debtor deem appropriate; d. take such steps as may be necessary for Debtor to marshal and protect the estate's assets; e. negotiate with the Debtor's creditors in formulating a plan of reorganization for the Debtor in this case; f. draft and prosecute the confirmation of the Debtor's plan of reorganization in this case; g. render additional services as the Debtor may require in this case. Kachan Law Office's regular rates range from $175 per hour for clerks' and paraprofessionals' time, and $375 per hour for attorney time. Alla Kachan, Esq., member of the law firm of the Law Offices of Alla Kachan, P.C., attests that his firm is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code . The firm can be reached through: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Phone: (718) 513-3145 Fax : (347) 342-3156 E-mail: alla@kachanlaw.com About Moldova Forever Moldova Forever, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-43035) on May 25, 2018. In the petition signed by Radu Panfil, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Elizabeth S. Stong presides over the case. The Debtor tapped The Law Offices of Alla Kachan, P.C., as its legal counsel. MONITRONICS INT'L: Moody's Cuts CFR to Caa2, Outlook Stable ----------------------------------------------------------- Moody's Investors Service, Inc. downgraded Monitronics International, Inc.'s Corporate Family Rating to Caa2, from B3; its Probability of Default Rating to Caa2-PD, from B3-PD; and its Speculative Grade Liquidity rating to SGL-4, from SGL-3. Moody's also downgraded the alarm monitoring services company's senior secured first-lien term loan to Caa1, from B2, and its senior unsecured notes to Caa3, from Caa2. The rating outlook is stable. Moody's took the following ratings actions on Monitronics International, Inc. Corporate Family Rating, downgraded to Caa2, from B3 Probability of Default Rating, downgraded to Caa2-PD, from B3-PD Speculative Grade Liquidity Rating, downgraded to SGL-4, from SGL-3 Senior secured first-lien term loan maturing 2022, downgraded to Caa1 (LGD3), from B2 (LGD3) Senior unsecured notes, due 2020, downgraded to Caa3 (LGD5), from Caa2 (LGD5) Outlook is stable RATINGS RATIONALE The downgrade of Monitronics' CFR and facility ratings reflects strains on the company's liquidity and capital structure caused by impending maturities, as well as its continued lackluster operating performance. Monitronics' roughly $580 million of 9.125% unsecured notes are due in April 2020, well before the nearly $1.1 billion term loan's September 2022 maturity. If the company is unable to refinance the notes at least six months before their scheduled maturity -- that is, by early October 2019 -- the maturity on both the $295 million revolving credit facility and term loan will spring forward to the October 2019 date. The two-notch CFR downgrade reflects Moody's belief that the company's lack of improving operating metrics, including headwinds from a declining subscriber count, puts a successful refinancing of the notes at par at risk. Moody's believes this heightens the potential for a distressed exchange, which Moody's believes is likely to occur within the next twelve months. While a traditional debt-to-EBITDA measure, at 5.9 times as of March 31 (including Moody's standard adjustments and before deducting capitalized subscriber acquisition costs), is not excessive, the measure is well into the double digits when deducting for capitalized subscriber acquisition costs. Monitronics' Caa2 CFR also reflects the heightened operational and market risks it confronts as it seeks to rein in expenses and reduce high attrition, and as it manages the transition of marketing its services under the recently-licensed Brinks Home Security trade name. The company is also switching its strategy to sourcing more customers through lower cost internal sales and marketing efforts because acquiring customers through the traditional dealer network has become increasingly expensive. Over the past several quarters, creation multiples have generally improved as a result of contract renegotiations, the acquisition of LiveWatch DIY, and the transition to internally generated subscribers, which now constitute close to 40% of new customers as compared to none three years ago. However, the strategy has also contributed to subscriber declines and accelerating sequential-quarter sales declines over the same period, although such trends are also due in part to the company's focus on more credit-worthy customers and its practice of offering discounts to more attractive subscribers in the hope that they will contract with Monitronics for longer periods. Meanwhile, attrition on a both a unit and a recurring monthly revenue ("RMR") basis continues to drift upward, due to the impact of aggressive price increases aimed at certain customers and, once again, cohort effects. Moody's expects little if any improvement in attrition through 2018, and a nearly 5% decline in revenues, although stabilization may be possible in 2019. The liquidity rating downgrade to SGL-4 reflects the approaching debt maturities. Moody's views Monitronics' liquidity as operationally adequate, but weak in terms of imminent, likely accelerating debt maturities. As a result of the company's continued lackluster performance, Moody's expects Monitronics to generate barely breakeven free cash flow this year. The (unrated) $295 million, super-priority revolving credit facility is large and has, as of early July 2018, a time of seasonally heavy revolver borrowing, roughly $80 million drawn. Reliance on the revolver also creates liquidity risk because the revolver expiration will spring to October 2019 if the notes are not refinanced. While cash on hand continues to be modest ($30 million at March 31), Monitronics' parent company, Ascent Capital Group, Inc.("Ascent"), has nearly $110 million of cash, which may be viewed as providing additional implied support. Still, Monitronics' combined sources of liquidity are weak relative to the quantum of debt coming due in the next few years. Reliance on the revolver for operational initiatives and to fund purchases of new subscriber contracts from dealers will also prevent meaningful deleveraging over the next year. Weak operational metrics also continue to shrink the cushion it has relative to covenant limits, and the risk of a covenant violation over the next 12-15 months is elevated. The two-notch downgrade allows for an outlook that Moody's considers stable, but operational and credit metrics over the next few quarters will continue to be pressured, such that a refinancing in which unsecured creditors suffer significant economic losses is probable. The ratings could be downgraded further if the subscriber and revenue bases continue to decline, or if company fails to refinance its notes in a timely fashion. The ratings could be upgraded if the company successfully refinances its bonds, if liquidity improves, and if it can stabilize or improve its weak operating trends. Monitronics International, Inc. provides alarm monitoring services to approximately one million, mainly residential customers, making it the third largest alarm services provider in the U.S. and Canada. Moody's expects revenues of about $525 million in 2018, down nearly 5% from 2017, with recurring monthly revenue ("RMR") of approximately $43 million. Monitronics is owned by publicly traded Ascent (ticker: ASCMA), which has no meaningful assets other than Monitronics. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. OCALA PETROLEUM: Sept. 17 Creditor Plan Confirmation Hearing ------------------------------------------------------------ Bankruptcy Judge Jerry A. Funk has approved Creditor, M&A Brothers Realty No. 8, Inc.'s disclosure statement explaining its plan of reorganization for Debtor Ocala Petroleum, Inc. Sept. 3, 2018 is fixed as the last day for filing written acceptances or rejections of the plan. A confirmation hearing will be held on September 17, 2018 at 2:30 p.m., in 4th Floor Courtroom 4D , 300 North Hogan Street, Jacksonville, Florida. Any objections to confirmation must be filed and served seven days before the confirmation hearing. About Ocala Petroleum Ocala Petroleum, Inc., is a privately held company engaged in the real estate rental business. It is the fee simple owner of a real property located at 2711 W. Silver Springs Boulevard, Ocala, Florida. The market value of the total property (consisting of retail store, site improvements, land, fuel equipment, off-site improvements, and indirect expenses) is $1.8 million. The company's gross revenue from rents in 2016 amounted to $144,000 and $122,000 in 2015. Ocala Petroleum, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-04039) on Nov. 21, 2017. In the petition signed by Scott Mark Sherman, president, the Debtor had $1.8 million in total assets and $3.14 million in total liabilities. Judge Jerry A. Funk presides over the case. The Debtor tapped ChildersLaw, LLC, as its legal counsel. ORION HEALTHCORP: $10M Sale of All Target Assets to Medical Okayed ------------------------------------------------------------------ Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern District of New York to authorized Orion Healthcorp, Inc. and affiliates to sell substantially all the assets they used in the Target Business to Medical Transcription Billing, Corp. for $10 million. The Court entered the Bidding Procedures Order on June 5, 2018. Pursuant to Section 363(b) of the Bankruptcy Code, the Debtors are authorized and directed to assume and assign the Assumed Contracts to the Purchaser on the Closing Date pursuant to the terms of the Agreement. Notwithstanding anything to the contrary in the Order, no Assumed Contracts will be assumed and assigned to the Purchaser until the Closing. In the event the Purchaser does not close on the Sale on or before the Closing Date, HealthTek Solutions, LLC will be deemed the Successful Bidder and the Debtors will be authorized to close on the HealthTek Bid. The sale is free and clear of all Interests, with all such Interests to attach to the net proceeds of the Sale. The Physician Groups Objection filed by Pediatric Associates of Dayton, Inc., Children's Medical Center, Inc. and Pediatric Group Associates, Inc. to the assumption and assignment of certain contracts and leases listed on the Notice of Assumption and Assignment of Certain Executory Contracts and Unexpired Leases Pursuant to the Sale of Certain of the Debtors' Assets to which the Physician Groups are counterparties is deemed withdrawn and the Physician Groups have consented to the assumption and assignment of the Physician Group Contracts to the Purchaser. In exchange for such consent, the Debtors have agreed to pay each of the Physician Groups $100,000 for a total payment of $300,000 payable on the Closing Date. On the Closing Date, the Debtors will pay to Cyrus Networks, LLC, doing business as Cyrus One, LLC $2,432 in full and final satisfaction of all amounts owed to it under the Master Service Agreement, dated Aug. 31, 2009, between Cyrus and Debtor Orion HealthCorp, Inc. Notwithstanding anything to the contrary contained herein or the APA, the Purchased Assets will not include any software license rights owned by Technology Partners, LLC, including, without limitation, those certain licenses of Imagine and MedFM. The Schedule 4.13 (Intellectual Property) to the APA will be amended to remove references to Imagine and MedFM. The objections of Allegiance Billing Associates, Inc., John Esposito, Mark Bellissimo, Rosanna Dovgala-Weaverling and Kristi Jadczak, are adjourned until July 9, 2018 at 11:00 a.m. to address the issue of the Debtors' rejection of certain employment agreements. In the event HealthTek is deemed the Successful Bidder, the objection of Technology Partners, LLC is adjourned to July 9, 2018 at 11:00 a.m. to address the assumption and assignment of certain software license agreements. If the Sale to the Purchaser closes by the Closing Date, the TPL Objection will be deemed moot. In order to accommodate a savings to the Debtors' estates for PTO costs otherwise payable by the estates, the Closing will be deemed to have occurred on July 1, 2018 so long as payment of the Purchase Price is received on the first Business Day thereafter and all other conditions to Closing are satisfied on or prior to July 1, 2018. In accordance with the Final DIPO Order, the DIP Lenders and the Prepetition Lenders (as such terms are defined in the Final DIP Order) have consented to the Sale to the Purchaser and the payment of the Cure Costs, the Physician Group Cure Payment, Cyrus Cure Payment and the TPL Cure Payment and such other payments contemplated under the Agreement. In accordance with Paragraph 35 of the DIP Order, 100% of the Net Cash Proceeds will be distributed in accordance with the DIP Documents, the Prepetition Loan Documents and the Final DIP Order. Any and all claims of the Purchaser against the Debtors or their estates arising under the Transition Services Agreement will be entitled to administrative priority under Section 503(b)(1)(A) of the Bankruptcy Code. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062, 9014, or Federal Rule of Civil Procedure 62(a), or otherwise, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. The Debtors are not subject to any stay in the implementation, enforcement, or realization of the relief granted in the Order, and may, subject to the terms and conditions of the Agreement, and in their discretion and without further delay, close the transactions contemplated under the Agreement and take any action and perform any act authorized under the Order. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Orion_Healthcorp_354_Order.pdf About Orion HealthCorp Constellation Healthcare Technologies, Inc., is a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians. Orion Healthcorp, et al. -- http://www.orionhealthcorp.com/-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley, California. Constellation Healthcare Technologies, Inc., along with certain of its subsidiaries, including Orion Healthcorp, Inc., on March 16, 2018, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The lead case is In re Orion Healthcorp, Inc. (E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP, as conflicts counsel; FTI Consulting, Inc., as restructuring advisor; Houlihan Lokey Capital, Inc., as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee on April 4, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC, as its financial advisor. OUTERSTUFF LLC: S&P Affirms 'B' CCR & Alters Outlook to Negative ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on U.S.-based Outerstuff LLC and revised the outlook to negative from stable. S&P said, "At the same time, we affirmed our 'BB' issue-level rating on the company's $100 million ABL facility maturing in 2019. The recovery rating on this debt remains '1+', reflecting our expectation of 100% recovery in the event of a payment default. "In addition, we affirmed our 'B' issue-level rating on the company's $155 million first-lien term loan facility maturing in 2021. The recovery rating on this debt remains '3', reflecting our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. Total adjusted debt outstanding as of March 31, 2018, was around $160 million. "The outlook revision to negative from stable primarily reflects the nearing maturity of Outerstuff's $100 million ABL in June 2019. Although we believe no borrowings are outstanding on the line, Outerstuff typically uses the facility to fund seasonal working capital investment and for other general corporate purposes. We could lower our rating if the company cannot extend the facility under terms we view as satisfactory, or if the apparel company's performance deteriorates, which we do not expect but could occur given its significant business with brick–and-mortar retailers. "The negative outlook reflects the potential for a lower rating over the next few quarters if the company fails to extend the ABL maturity on terms that we view as satisfactory, leading to liquidity constraint, or if its operating performance weakens. We could lower our ratings if the company fails to extend its ABL maturity over the next few quarters on satisfactory terms, which would further weaken its liquidity. We could also lower our ratings if the company's operating performance deteriorates, potentially due to loss of a major licensing agreement, a further weakening in the retail environment, or competitive pressures in the industry that leads to leverage increasing toward 7x, or if the company pursues more aggressive financial policies (such as another special dividend) that increases leverage to this threshold. "We could revise the outlook to stable if the company completes the ABL extension over the next few quarters on satisfactory terms, and demonstrates its ability to improve sales and strengthen EBITDA margin as supported by activation of Umbro contract and continued growth in NBA sales, while maintaining leverage well below 7x." PAYROLL MANAGEMENT: $128K Sale of Fort Walton Beach Property Okayed ------------------------------------------------------------------- Judge Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the Northern District of Florida authorized Payroll Management, Inc.'s sale of its right, title and interest in the real property located 49 Laurie Drive, Fort Walton Beach, Florida to Mary F. Walton for $128,000. The sale is free and clear of liens, claims, interests and encumbrances. The Court approved the following disbursements from the proceeds of the Sale: (i) payment of $7,680 (representing 6% commission for Sale of the Property) to Select Real Estate, whose retention as Realtor to the Debtor has been previously approved by the Court, and/or any cooperating broker if applicable per the terms of the Sale Contract; (ii) payment of $3,530 (taxes owed prior to 2018) plus taxes for the year 2018 prorated as of the date of closing, to the Okaloosa County Tax Collector, representing property taxes due and owing on the Property; and (iii) such other customary and reasonable fees and charges associated with the closing. The proceeds remaining following payment of the reference amounts will be deposited into the Debtor's DIP Account, subject to the lien of the Internal Revenue Service and the Florida Department of Revenue, pending further order of the Court. The stay of effectiveness of the Order imposed by the provisions of Fed. R. Bankr. P. 6004(h) is waived, and the Order will be immediately effective. About Payroll Management Payroll Management, Inc., provides human resource solutions to businesses that choose to outsource those functions. It offers human resource support, payroll, administration, workers' compensation, recruiting and training, safety training, and miscellaneous services. Payroll Management Inc. was founded in 1986 and is based in Fort Walton Beach, Florida. Payroll Management, Inc., based in Navarre, FL, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-30298) on March 27, 2018. In the petition signed by D. C. Mickle-Bee, chief executive officer, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. The Hon. Jerry C. Oldshue Jr. presides over the case. Natasha Revell, Esq., at Zalkin Revell, PLLC, serves as bankruptcy counsel. QUALITY DISTRIBUTION: S&P Affirms B- on $525MM First Lien Loan -------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issue-level rating on Quality Distribution Inc.'s $525 million first-lien term loan, including the proposed $60 million incremental term loan, due 2022. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. S&P said, "Additionally, we affirmed our 'CCC' issue-level rating on the company's $120 million second-lien term loan due 2023. The '6' recovery rating remains unchanged, indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a payment default. "We believe Quality Distribution's credit measures will remain relatively unchanged relative to our expectations following the proposed add-on because the company will use most of the proceeds from the transaction to repay the outstanding balance on its revolving credit facility. It expects to use the rest of the proposed add-on to finance the acquisition of a European logistics company, which would be a bolt-on acquisition that we do not believe would materially affect its credit measures. "The negative outlook on Quality Distribution reflects the company's weak credit metrics and that we could lower the rating over the next 12 months if credit measures do not improve. We expect the company's operating performance to gradually improve due to a stronger chemical end-market and believe adjusted debt leverage will approach 8x over the next 12 months. "We could lower our rating on Quality Distribution over the next 12 months if its liquidity becomes constrained, if earnings deterioration causes adjusted debt leverage to remain above 9x, or if its EBITDA interest coverage ratio declines below 1x for a sustained period. "We could revise our outlook on Quality Distribution to stable over the next 12 months if its liquidity remains adequate and operating performance improves, potentially due to better conditions in its chemical markets or intermodal division, causing debt-to-EBITDA to fall below 8.5x for a sustained period." QUANTUM WELLNESS: Aug. 30 Plan Confirmation Hearing --------------------------------------------------- Bankruptcy Judge Eddward P. Ballinger issued an order approving Quantum Wellness Botanical Institute, LLC's disclosure statement, dated June 28, 2018, to accompany its proposed chapter 11 plan. August 17, 2018 is fixed as the last day for filing written acceptances or rejections of the plan. August 30, 2018 at 10:00 am is fixed for the hearing on confirmation of the plan. August 23, 2018 is fixed as the last day for filing and serving written objections to confirmation of the plan. About Quantum Wellness Quantum Wellness Botanical Institute, LLC -- http://quantumwellnessbotanicalinstitute.com/-- is a producer of plant-based nutritional supplements based in Scottsdale, Arizona. Quantum Wellness sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-13721) on Nov. 17, 2017. In the petition signed by CEO Fred Auzenne, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Eddward P. Ballinger Jr. presides over the case. Littler PC is the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. R.E. GAS DEVELPMENT: Court Approves Asset Sale Protocol ------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania approved the bidding procedures for the sale of substantially all of assets of R.E. Gas Development LLC and its debtor-affiliates. Any prospective bidder that intends to participate in the auction will be required to submit a final, biding bid for the Debtors' relevant assets by July 26, 2018, at 12:00 p.m. (prevailing Eastern Time). If the Debtors' receive more than one qualified bid for any of the assets, the Debtors will conduction an auction at the offices of Jones Day, 250 Vesey Street, New York, New York, on Aug. 16, 2018, at 10:00 a.m. (prevailing Eastern Time). Objections to the sale, if any, are due on Aug. 6, 2018, at 4:00 p.m. (prevailing Eastern Time). A sale hearing will take place on Aug. 23, 2018, at 10:00 a.m. (prevailing Eastern Time) before the Hon. Jeffrey A. Deller in the U.S. Bankruptcy Court located at U.S. Steel Tower, 600 Grant St., 54th Floor in Pittsburgh, Pennsylvania. Parties interested in receiving additional information regarding the sale, the assets, the auction or the bidding procedures may make request to the Debtors' investment banker: Perralla Weinberg Partners LLP Attn: Alexander Tracy Cameron Alguire Doug McGovern Sam Tanzer 767 Fifth Avenue New York, NY 10153 Email: atracy@pwpartners.com calguire@pwpartners.com dmcgovern@pwpartners.com stanzer@pwpartners.com -- and -- Tudor, Pickering & Holt & Co. Heritage Plaza, 1111 Bagby Suite 4900 Houston, TX 77002 About Rex Energy Corp. Rex Energy Corporation -- http://www.rexenergy.com/-- and its subsidiaries are independent oil and gas companies operating in the Appalachian Basin, engaged in the acquisition, production, exploration and development of oil, natural gas and natural gas liquids. They are focused on drilling and exploration activities in the Marcellus Shale, Utica Shale and Upper Devonian Shale. Rex Energy is headquartered in State College, Pennsylvania and became a public company in 2007. On May 18, 2018, Chapter 11 cases were filed by Rex Energy Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC (Case No. 18-22035). R.E. Gas Development is the lead case. In the petitions signed by Thomas C. Stabley, president and CEO, the Debtors listed total assets of $851,000,957 and total debt of $984,529,090 as of April 30, 2018. Judge Jeffery A. Deller presides over the cases. James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S. Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J. Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve as the Debtors' bankruptcy counsel. The Debtors tapped Perella Weinberg Partners as their investment banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk LLC as claims and noticing agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on May 29, 2018. The Committee tapped Brown Rudnick LLP as its lead counsel; and Leech Tishman Fuscaldo & Lampl, LLC as its local counsel. RANCH ENERGY: Gets Court Order to Restructure Under CCAA -------------------------------------------------------- The Hon. Justice B.E.C. Romaine of the Court of Queen's Bench of Alberta issued an initial order approving the application of Ranch Energy Corporation and its debtor-affiliates pursuant to the Companies' Creditor Arrangement Act and appointing Ernst & Young Inc. as receiver of the Debtors' assets. In connection with the initial order, an emergency interim financing of $856,000 guaranteed by a super-priority charger over the assets of the Debtors will be provided by an interim lender, Third Eye Capital Corporation. According to court documents, Ranch Energy is indebted to Third Eye to a promissory note issued by Ranch Energy to Third Eye on July 10, 2017, in the original amount of $8.5 million, of which: a) $7 million was advanced by Third Eye To Ranch Energy; b) $1 million was retained by Third Eye to be advanced to Ranch Eye at a later date, when such amounts would be lent to OpsMobil Inc. to make certain payments as approved by Third Eye; and c) $500,000 represented the fully earned and non-refundable closing fee payable by Ranch Energy to Third Eye. The monitor can be reached at: Ernst & Young Inc. Representative: Neil Narfason 22nd Floor, 215-2 Street SW Calgary, AB T2P 1M4 Tel: 403-206-5067 Email: neil.narfason@ca.ey.com The Companies retained as counsel: Gowling WLG (Canada) LLP Attn: Tom Cumming, Esq. Anthony Mersich, Esq. 1600-421 7th Avenue SW Calgary, AB T2P 4K9 Tel: 403-298-1938 403-298-1831 Fax: 403-695-3538 Email: tom.cumming@gowlingwlg.com anthony.mersich@gowlingwlg.com A copy of the initial order and copies of materials filed in the restructuring proceedings are available on the Monitor's website at http://documentcentre.eycan.com/Pages/Main.aspx?SID=1430. Should you wish to receive a copy of the initial order by mail, please contact: Duncan MacRae Ernst & Young Inc. 22nd Floor, 215-2 Street SW Calgary, AB T2P 1M4 Tel: 1-403-206-5035 Fax: 1-403-206-5075 Email: duncan.macrae@ca.ey.com Ranch Energy Corporation -- https://www.ranchenergy.ca/ -- is a private North American oil & gas production company. RIEDESEL ENGINEERING: $11K Sale of Interest in Ford F-150 Approved ------------------------------------------------------------------ Judge Joseph M. Meier of the U.S. Bankruptcy Court for the District of Idaho authorized Riedesel Engineering, Inc.'s sale of interest in a 2011 Ford F-150 XL SuperCab 4WD located at 850 E. Franklin Rd. Ste. 408A, Meridian, Idaho, to Sefik Nadarevic for $11,400. A hearing on the Motion was held on June 27, 2018 at 9:00 a.m. The sale is free and clear of all liens and claims against the Property, with any and all valid liens and claims to attach to the proceeds of sale when paid to the Debtor, sold as is, where is, and without warranty of any nature whatsoever, either express or implied. The sale is effective immediately and the 14-day stay imposed by Fed. R. Bankr. P. 6004(h) and other rules are waived. About Riedesel Engineering Riedesel Engineering, Inc. -- http://www.riedeseleng.com/-- provides engineering services for communities throughout the Northwest. It is a multi-disciplined engineering firm specializing in transportation, municipal, airport, land survey, land development and construction services. The company has offices in Lewiston, Meridian and Twin Falls. Riedesel Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-00288) on March 15, 2018. In the petition signed by Martin G. Gergen, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jim D. Pappas presides over the case. The Debtor tapped Roark Law Offices as its legal counsel. ROCKAWAY WORKFORCE: Taps White Law Chartered as Legal Counsel ------------------------------------------------------------- Rockaway Workforce Housing Partners, LLC, filed a corrected ex parte application seeking authority from the U.S. Bankruptcy Court for the District of Nevada to hire White Law Chartered as general bankruptcy counsel. Professional services White Law Chartered will render are: a) examine and prepare records and reports as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and Local Bankruptcy Rules; b) prepare applications and proposed orders to be submitted to the Court; c) identify and prosecute claims and causes of action assertable by Debtor on behalf of the estate; d) examine proofs of claim anticipated to be filed and the possible prosecution of objections to certain of such claims; e) advise the Debtor and prepare documents in connection with the contemplated ongoing operation of the Debtor's business, if any; f) assist and advise the Debtor in performing other official functions as set forth in Sec. 521 et. seq. of the Bankruptcy Code; and g) advise and prepare a Plan of Reorganization, Disclosure Statement, and related documents, and confirmation of said Plan, as provided in Sec. 1101 et. seq. of the Bankruptcy Code. White Law Chartered's legal fees are $300 per hour, and paralegal fees, at $75 per hour. John White, shareholder of White Law Chartered, attests that he and his firm represent no interest adverse to the estate in matters upon which they are to retained, and are "disinterested persons" as that phrase is defined in Sec. 101(14) of the Bankruptcy Code. The counsel can be reached through: John White, Esq. White Law Chartered 335 West First Street Reno, NVa 89503 Phone: 775-322-8000 Fax: 775-322-1228 E-mail: john@whitelawchartered.com About Rockaway Workforce Rockaway Workforce Housing Partners, LLC, is a privately-held company in Stateline, Nevada, engaged in activities related to real estate. Rockaway Workforce sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-50535) on May 22, 2018. In the petition signed by John Hickey, president, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Bruce T. Beesley presides over the case. RSP PERMIAN: Moody's Withdraws Ba3 CFR on Debt Repayment -------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings for RSP Permian, Inc. The withdrawals follow RSP Permian's acquisition by Concho Resources Inc. in July 2018 and the repayment of all of RSP Permian's rated debt. Withdrawals: Issuer: RSP Permian, Inc. Corporate Family Rating, Withdrawn, previously rated Ba3, on review for upgrade Probability of Default Rating, Withdrawn, previously rated Ba3-PD, on review for upgrade Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Senior Unsecured Notes, Withdrawn, previously rated B1 (LGD5), on review for upgrade Outlook Actions: Issuer: RSP Permian, Inc. Outlook, Changed To Rating Withdrawn From Rating Under Review RATINGS RATIONALE On July 19, 2018, Concho acquired RSP Permian following approval by the stockholders of Concho and RSP Permian. All of the outstanding RSP Permian senior notes have been redeemed. RSP Permian, Inc. is an independent exploration and production company focused on the acquisition, exploration, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin of West Texas that was acquired by Concho Resources Inc. in July 2018. SAMUEL WYLY: Auction Sale of Rosemary's Circle R Ranch Approved --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Samuel Evans Wyly's Auction Marketing Agreement with Engagement of Concierge Auctions, LLC in connection with the auction sale of the property commonly referred to as Rosemary's Circle R Ranch, comprising approximately 244 acres of land located near the town of Woody Creek in Pitkin County, Colorado. The Debtor is authorized to loan to the Ranch, LLCs from the bankruptcy estate in an aggregate amount not to exceed $70,000 for the Auction Expenses, to be used for (i) payments to OKGKM for legal services in connection with the Auction and other legal matters related to the sale, (ii) payment for the Survey Cost, and (iii) payment of other customary costs associated with the Auction and closing of a sale. Upon closing of the Ranch sale, the sale proceeds should be applied to: satisfy the necessary and customary costs of closing and taxes for which the Ranch LLCs, as sellers, would be responsible; pay Sotheby's commission as provided for in the Brokerage Contract; pay 1% of the gross sale price, net of the foregoing closing costs and brokerage commissions, to Jay and Kristin Yeary; and repay the Receivable. Any sale proceeds remaining thereafter will be deposited in an escrow or segregated account pending further order of the Court. All amounts advanced from time to time by the Debtor's estate pursuant to this Order will bear interest at the Wall Street Journal quoted prime rate + 1%, will be secured by mortgages on the Ranch to be granted by the Ranch LLCs, and will be repaid to the Debtor's estate from the proceeds of the sale of the Ranch (together with payment of the Receivable) after the payment of all necessary closing costs, taxes, commissions, and any other Court-approved amounts. About Sam Wyly Samuel 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. 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. 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. On Oct. 23, 2014, Dee Wyly filed her voluntary petition for relief under chapter 11 of the Bankruptcy Code, thereby initiating her bankruptcy case. On Nov. 10, 2014, the Court ordered "the procedural consolidation and joint administration of the chapter 11 cases of Samuel E. Wyly and Caroline D. Wyly [under] Case No. 14-35043." On Dec. 2, 2014, the Court entered an order appointing an official committee of unsecured creditors in Sam's Case. On Nov. 23, 2016, the Court converted Dee's Case to a case under chapter 7 of the Bankruptcy Code and terminated the joint administration of the bankruptcy cases. Robert Yaquinto, Jr., was subsequently appointed as the chapter 7 trustee to administer Dee Wyly's bankruptcy estate. On March 3, 2015, the Court appointed Dallas Auction Gallery as the Debtor's Broker and Auctioneer. SANCILIO PHARMACEUTICAL: Taps JND Corporate as Administrative Agent ------------------------------------------------------------------- Sancilio Pharmaceuticals Company, Inc., and its debtor-affiliates seek authority from the United States Bankruptcy Court for the District of Delaware to hire JND Corporate Restructuring as the administrative agent. Administrative services JND will provide are: a. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; b. create and maintain databases for maintenance and formatting of Schedules and Statements data; c. coordinate collection of data from Debtors and their advisors; d. provide data entry and quality assurance assistance regarding Schedules and Statements; e. in the event the Debtors file or seek confirmation of a chapter 11 plan of liquidation, generate an official ballot certification, testify, if necessary, in support of the ballot tabulation results and managing any distributions pursuant to a confirmed plan; and f. provide such other claims processing, noticing, solicitation, balloting and administrative services described in the Services Agreement, but not included in the order approving the Section 156(c) Application, as may be requested from time to time by the Debtor. Travis Vandell, CEO of JND Corporate Restructuring, attests that JND is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Travis Vandell JND Corporate Restructuring 8269 East 23rd Avenue, Suite 275 Denver, CO 80238 Phone: 855-812-6112 E-mail: travis.vandell@jndla.com About Sancilio Pharmaceuticals Headquartered in Riviera Beach, Florida, Sancilio -- https://www.sancilio.com/ -- is a private pharmaceutical development and manufacturing company. Sancilio Pharmaceuticals Company, Inc., along with affiliates Sancilio & Company, Inc., and Blue Palm Advertising Agency, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11333) on June 6, 2018. Sancilio Pharmaceuticals estimated $10 million to $50 million in assets and liabilities. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Greenberg Traurig, LLP as counsel; MCA Financial Group, LTD., as financial advisor; and JND Corporate Restructuring as claims agent. SANCILIO PHARMACEUTICALS: Auction Sale of All Assets Approved ------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of Sancilio Pharmaceuticals Co., Inc., and affiliates in connection with the sale of substantially all assets at auction. MidCap Funding Trust XVIII, or its designee, is approved to be the stalking horse bidder for the assets subject to its purchase agreement, is deemed a qualified bidder, and its stalking horse bid is deemed a qualified bid. K.D. Pharma Bexbach GmbH, or its designee, is approved to be the stalking horse bidder for the assets subject to its purchase agreement, is deemed a qualified bidder, and its stalking horse bid is deemed a qualified bid. The Debtors are authorized to pay each break-up fee and expenses reimbursement, to the extent payable under and in accordance with the provisions of the applicable Purchase Agreement, without further order of the Court. Each Break-Up Fee and Expenses Reimbursement, to the extent payable under the applicable Purchase Agreement, will constitute an allowed administrative priority expense claim against the Debtors' estates. The salient terms of the Bidding Procedures are: a. Bid Deadline: July 16, 2018 at 5:00 p.m. (ET) b. Minimum Bid: i. If the Bid Purchase Agreement offers to buy the Assets set forth in the MidCap Purchase Agreement, then the Purchase Price must be equal to or more than: (i) the Purchase Price stated in section 2.5 therein (less the "Cash Amount" referenced, if any), flu; (ii) the sum of (x) a break-up fee equal to 3% of the Purchase Price and (y) an expense reimbursement up to $1 million of actual, reasonable and documented expenses of the MidCap Stalking Horse Bidder, plus (iii) a minimum overbid amount of $250,000, the sum of the foregoing. Not later than two Business Days following the entry of the Bidding Procedures Order, the MidCap Stalking Horse Bidder will confirm the then current dollar amount of the Purchase Price (excluding the Cash Amount), which will not be less than $15 million, which amount will be subject to adjustment. ii. If the Bid Purchase Agreement offers to buy the Assets set forth in the KD Purchase Agreement, then the Purchase Price must be equal to or more than: (i) the Purchase Price stated in section 3.01 therein ($2.5 million), plus (ii) the sum of (x) a break-up fee in the amount of $75,000, and (y) an expense reimbursement up to $100,000 of the actual, reasonable and documented expenses of the KD Stalking Horse Bidder, plus (iii) a minimum overbid amount of $100,000, which in the aggregate is a minimum overbid amount of $2,775,000. c. Deposit: 10% of the cash purchase price set forth in the Written Offer d. Auction: July 18, 2018 at 10:00 a.m. (ET) at the offices of Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New York, New York e. Bid Increments: $250,000 f. Sale Hearing: July 20, 2018 at 11:00 a.m. (ET) g. Sale Objection Deadline: July 13, 2018 at 4:00 p.m. (ET) h. Closing: 12 Business Days after entry of the Sale Order A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Sancilio_Pharmaceuticals_108_Order.pdf Two Stalking Horse Bids As reported in the TCR, the Debtors have entered into that Asset Purchase Agreement, dated as of June 5, 2018, by and between the Debtors and MidCap Funding Trust XIII, or its designee, as stalking horse bidder. The MidCap Stalking Horse is an affiliate of the DIP Agent, the DIP Lenders and the Prepetition Secured Parties, and is a holder of approximately 1% of the Debtors' equity. The MidCap Purchase Agreement provides for the purchase of substantially all of the Debtors' Assets, except the Assets related to the Ocean Blue Line of omega-3 fish oil supplements. As more fully set forth therein, the MidCap Purchase Agreement provides for a credit bid in an amount not less than $15 million, with the amount of the credit bid to be fixed no later than two business days after entry of the Bidding Procedures Order, subject to higher and better bids at the Auction. A credit bid in an amount less than the entire amount of the DIP Obligations and Prepetition Obligations is intended to increase interest in the Auction and attract competing bids. The Debtors have also entered into an Asset Purchase Agreement, dated June 5, 2018, by and between the Debtors and K.D. Pharma Bexbach GmbH, or its designee, as stalking horse bidder. The KD Stalking Horse Bidder is a holder of approximately 12% of the Debtors' equity. Its CEO served on the Board of Directors of the Debtors before the Debtors' acceptance of the KD Stalking Horse Bid. In addition, the KD Stalking Horse Bidder is a joint venture by which K.D. Pharma Bexbach GmbH is the majority investor with a minority investment being made by both John Licari and Anthony Valetutti, current employees of the Debtors and managers relating to the Ocean Blue Line. As more fully set forth therein, the KD Purchase Agreement provides the purchase of the Ocean Blue Line in exchange for cash consideration in the amount of $2.5 million, subject to higher and better offers at the Auction. About Sancilio Pharmaceuticals Headquartered in Riviera Beach, Florida, Sancilio -- https://www.sancilio.com/ -- is a private pharmaceutical development and manufacturing company. Sancilio Pharmaceuticals Company, Inc., along with affiliates Sancilio & Company, Inc., and Blue Palm Advertising Agency, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11333) on June 6, 2018. Sancilio Pharmaceuticals estimated $10 million to $50 million in assets and liabilities as of the bankruptcy filing. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Greenberg Traurig, LLP as counsel; MCA Financial Group, LTD., as financial advisor; and JND Corporate Restructuring as claims agent. SCOTTDALE DETOX: Sale of Assets to Fund Liquidating Plan -------------------------------------------------------- Scottsdale Detox Center of Arizona, LLC files an amended liquidating plan of reorganization, dated June 29, 2018, which will pay general unsecured creditors 100% of their allowed claim on the earlier of the Effective date or 15 days after the claim is an allowed claim. The Plan will be funded from the proceeds of the court-approved sale of the Debtor's assets. The Debtor will continue to operate as debtor in possession, subject to the supervision of the Bankruptcy Court during the period from the Confirmation Date through and until the Effective Date, and any obligation incurred by the Debtor in Possession during that period will constitute an Administrative Expense Claim. A copy of the Amended Plan is available at: http://bankrupt.com/misc/azb2-17-11494-118.pdf About Scottsdale Detox Center Scottsdale Detox Center Of Arizona LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-11494) on Sept. 28, 2017. Judge Eddward P. Ballinger, Jr., presides over the case. Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. SCOTTSDALE DETOX: PCO Files 2nd Interim Report ---------------------------------------------- In the interest of judicial economy, Susan Goodman as patient care ombudsman stopped in to Scottsdale Detox Center of Arizona, LLC's operation for a brief second site visit when in Phoenix for other business. On that visit, the PCO primarily engaged with the Director of Nursing ("DON"). The PCO confirmed that staffing remained consistent with the facility staffing matrix. Client census was five on the date of the PCO's visit, with census numbers between four and ten reported during the interim reporting period. The facility common areas and kitchen area continued to appear clean and well kept. One refrigerator ceased operating. It was taken out of service with a replacement on order. The PCO engaged in random patient documentation audits, focused primarily on patient safety rounding. No concerns noted. The DON updated the PCO on operational tasks completed in the interim reporting period, including updates to authorization release forms. The PCO and the DON discussed continued process and policy improvement and policy efforts. The PCO made note that the 2015.1 notice to clients regarding their ability to request the PCO reports remained posted on the bulletin board in the common area. The PCO observed staff engaged with clients during the visit. Given the nature and timing of client services being delivered at the time of the site visit, specific client interviews were not undertaken. A full-text copy of the PCO's Second Report is available for free at: http://bankrupt.com/misc/azb17-11494-112.pdf About Scottsdale Detox Center Scottsdale Detox Center of Arizona LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-11494) on Sept. 28, 2017. Judge Eddward P. Ballinger, Jr., presides over the case. Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. SEADRILL LIMITED: Bank Debt Trades at 8% Off -------------------------------------------- Participations in a syndicated loan under which Seadrill Limited is a borrower traded in the secondary market at 91.56 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.38 percentage points from the previous week. Seadrill Limited pays 600 basis points above LIBOR to borrow under the $1.1 billion facility. The bank loan matures on February 21, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. SERTA SIMMONS: Bank Debt Trades at 15% Off ------------------------------------------ Participations in a syndicated loan under which Serta Simmons Bedding LLC is a borrower traded in the secondary market at 85.48 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.09 percentage points from the previous week. Serta Simmons pays 350 basis points above LIBOR to borrow under the $1.95 billion facility. The bank loan matures on November 8, 2023. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. SHERIDAN INVESTMENT: Bank Debt Trades at 14% Off ------------------------------------------------ Participations in a syndicated loan under which Sheridan Investment Partners I LLC is a borrower traded in the secondary market at 85.58 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.28 percentage points from the previous week. Sheridan Investment pays 350 basis points above LIBOR to borrow under the $741 million facility. The bank loan matures on October 1, 2019. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. SKILLSOFT CORPORATION: Bank Debt Trades at 16% Off -------------------------------------------------- Participations in a syndicated loan under which Skillsoft Corporation is a borrower traded in the secondary market at 83.55 cents-on-the-dollar during the week ended Friday, July 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.97 percentage points from the previous week. Skillsoft Corporation pays 825 basis points above LIBOR to borrow under the $185 million facility. The bank loan matures on April 28, 2022. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, July 6. SKIP ONE SEAFOOD: Plan Confirmation Hearing Set for Aug. 29 ----------------------------------------------------------- Bankruptcy Judge Caryl E. Delano conditionally approved Skip One Seafood, Inc.'s disclosure statement in support of its plan of reorganization. Any written objections to the Disclosure Statement must be filed and served no later than seven days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on August 29, 2018 at 10:30 am in Ft. Myers, FL - Room 4-117, Courtroom E, United States Courthouse, 2110 First Street. Parties in interest must submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation must be filed and served no later than seven days before the date of the Confirmation Hearing. Skip One Seafood, Inc. filed for chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-00874) on Feb. 5, 2018 and is represented by Leon A. Williamson, Jr., Esq. of Leon A. Williamson, Jr., P.A. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Skip One Seafood, Inc., as of April 26, according to a court docket. SMARTMALLOW FARMS: Court OK's Plan Outline; Aug. 14 Plan Hearing ---------------------------------------------------------------- Bankruptcy Judge Jerry C. Oldshue, Jr. approved Smartmallow Farms, LLC's disclosure statement accompanying its plan of reorganization dated April 5, 2018. Acceptances or rejections of the Plan must be in writing and, to be counted must be received by the Debtor's attorney on or before 5:00 P.M. Central Daylight Time on August 7, 2018. Any and all objections to confirmation of the Plan must be in writing and must be electronically filed with the Court on or before 5:00 P.M. Central Daylight Time on August 7, 2018, The hearing to consider confirmation of the Plan will be held on August 14, 2018 at 9:30 a.m. in Courtroom Number 1 of the United States Bankruptcy Courthouse, 201 St. Louis Street, Mobile, Alabama, 36602. As reported by the Troubled Company Reporter, the Debtor proposes to pay $18,000 to unsecured creditors under its plan to exit Chapter 11 protection. Creditors holding Class 2 general unsecured claims under the plan will receive a monthly payment of $300 over 60 months. A full-text copy of the disclosure statement is available for free at: http://bankrupt.com/misc/alsb16-02735-145.pdf About Smartmallow Farms Smartmallow Farms, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. AL. Case No. 16-02735) on August 12, 2016. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Timothy Hogan, managing member. Judge Jerry C. Oldshue presides over the case. The Debtor hired Irvin Grodsky, P.C. as its bankruptcy counsel, and the Law Office of Christopher A. Callaghan, LLC as special counsel. SPECTRUM ALLIANCE: $25K Sale of Assets to Black Diamond Approved ---------------------------------------------------------------- Judge Jean K. Fitzsimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Spectrum Alliance, LP, and affiliates to sell (a) VSC-S, LLC's Unit 5 of the Cedar Hill Shopping Center, and (b) MVI Spectrum Partners, LLC's approximately 10 acres of undeveloped land in Voorhees, New Jersey known as "Cedar Lake" to Black Diamond Capital Management, LLC for $25,000. The sale hearing was held on April 18, 2018. The sale is free and clear of all liens, claims, interests, and encumbrances, except that the liens of MARIEF on the Mortgaged Property will remain unaffected by such sale, with any such liens, claims, encumbrances, and interests to attach to the proceeds of the Sale Transaction. Notwithstanding the provisions of Bankruptcy Rule 6004(h), the Sale Order will be effective and enforceable immediately and will not be stayed. The Debtor will place the net proceeds of the Sale Transaction, after payment of costs of sale, closing expenses, and payoff of the DIP loan, into a segregated DIP escrow account as approved by the Committee and the UST, the distribution of which will be subject to further Court Order. About Spectrum Alliance LP Formed in 2001, Spectrum Alliance, LP, is a private, open-ended investment firm comprising both stabilized and developmental real estate assets located in New Jersey, Pennsylvania, and Delaware. It focuses on two property types: Class A suburban office and suburban retail. Spectrum is a Pennsylvania limited partnership, with each of its properties separately owned by a limited liability company or limited partnership in accordance with institutional financing requirements. Ownership interests in the company are structured as limited partnership interests, denominated in "Units." Based in North Wales, Pennsylvania, Spectrum Alliance LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-14250) on June 20, 2017. James R. Wrigley, its president, signed the petition. At the time of the filing, the Debtor estimated its assets and debt at $50 million to $100 million. Judge Jean K. FitzSimon presides over the case. Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., is the Debtor's bankruptcy counsel. The Debtor is the Debtor's Migelouche LLC financial advisor. The Office of the U.S. Trustee has appointed an official committee of unsecured creditors. The Creditors Committee retained Duane Morris LLP as counsel. The U.S. Trustee has appointed an Official Committee of Equity Security Holders, which has engaged Murphy & King as its counsel. On Aug. 4, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. Commencing in September 2016, the Debtor retained Griffin Financial Group, LLC, to assist with a refinancing or sale of its assets. STERLING FERGUSON: Proposed Sale of Miami Property Approved ----------------------------------------------------------- Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida authorized Sterling and Michelle Ferguson's sale of the real property known as 3240 N.W. 178th Street, Miami, Florida within 90 days of entry of the Order. A hearing on the Motion was held on June 20, 2018 at 10:00 a.m. The Debtors will obtain an update payoff from creditor, Specialized Loan Servicing, LLC, as servicer for The Bank of New York Mellon, formerly known as The Bank of New York, as Trustee for the certificate holders of the CWABS, Inc., Asset-Backed Certificates, Series 2006-13, and pay its claim in full from the sale of the real property. In the event the sale does not occur in accordance with the Order, the Debtor will pay creditor's claim through the Plan or surrender the real property. Sterling E. and Michelle Ferguson sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 13-28991) on Aug. 9, 2013. STEWART DUDLEY: Magnify Trustee's $295K Sale of Condo Unit 1925 OKd ------------------------------------------------------------------- Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the Northern District of Alabama authorized Jeffery J. Hartley, Chapter 11 Trustee for Magnify Industries, LLC, to sell the condominium unit 1925 located at Emerald Beach Resort in Panama City Beach, Florida to Otis Lofton Jr. and Myla Lofton for a gross sales price of $295,000. Magnify is authorized and directed to proceed to the closing of the sale of the Condo Unit. The net sales proceeds will be placed in the escrow account of Engel, Hairston & Johanson P.C., to be held pending further order of the Court. About Stewart Ray Dudley Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 16-01842) on May 5, 2016, and is represented by R. Scott Williams, Esq. from Rumberger, Kirk & Caldwell, P.C. In January 2017, Buffalo Rock Company and James C. Lee, III, creditors of Stewart Ray Dudley, filed a motion for order directing the appointment of Peter W. Colmer as Chapter 11 Trustee for the Debtor's bankruptcy estate. They claimed that continuously acting against the best interest of his estate, the Debtor caused numerous assets to be transferred to Magnify Industries, LLC, including an automobile collection previously valued at over $5,500,000; 100% of his interest of an updated warehouse and event space commonly referred to as Old Car Heaven previously valued at over $1,534,000; and 17 beach front condominiums. Buffalo Rock is represented by Burr & Forman LLP. James C. Lee, III, is represented by Bradley Arant Boult Cummings LLP. The Court appointed Jeffery J. Hartley as Chapter 11 Trustee on Feb. 24, 2017. The Trustee: Mr. Jeffery Hartley P.O. Box 2767 Mobile, AL 36652 E-mail: jjh@helmsinglaw.com The Trustee is represented by: Ogden S. Deaton, Esq. GRAHAM & CO. 110 Office Park Drive Suite 200 Birmingham, AL 35223 E-mail: ogdend@grahamcompany.com SUNSHINE DAIRY: Taps GA Global Partners & Harry Davis as Auctioneer ------------------------------------------------------------------- Sunshine Dairy Foods Management, LLC and Karamanos Holdings, Inc., seek authority from the U.S. Bankruptcy Court for the District of Oregon to hire GA Global Partners, and Harry Davis, LLC, c/o James L. Weisman, Esq., Weisman & Goldman, P.C., as auctioneers to conduct equipment sales on behalf of Debtors. The professional services that auctioneers are to render include: (a) conduct a promotional marketing campaign for the sale of the Equipment utilizing digital publication on industry websites; (b) publish in print media, Internet publication on Auctioneers' Websites, www.harrydavis.com and www.greatamerican.com, the Internet Provider's Website; and (c) send emails to Auctioneers' subscriber lists and for such other services The Auctioneers will receive 80% of the buyer's premium as compensation. The auctioneers can be reached through: GA Global Partners 21860 Burbank Blvd., Suite 300 Woodland Hills, CA 91367 Phone: (203) 313-8935 - and - Harry Davis, LLC c/o James L. Weisman, Esq. Weisman & Goldman, P.C. 1725 Boulevard of the Allies Pittsburgh, PA 15219 Phone: 412-566-2520 About Sunshine Dairy Foods Sunshine Dairy Foods is family-owned dairy processor serving local food service customers, local food manufacturer partners, local retailers and co-pack customers in the Pacific Northwest. All Sunshine milk products are packaged in recyclable opaque white jugs and paper cartons to protect the milk from light and prevent oxidation. Sunshine's largest vendor is its milk supplier, Oregon Milk Marketing Federation. OMMF members are almost universally family farmers who manage small to mid-sized farms in the Willamette Valley, Oregon and Yakima Valley and Chehalis, Washington. Sunshine Dairy Foods Management, LLC, and Karamanos Holdings, Inc., filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case Nos. 18-31644 and 18-31646) on May 9, 2018. At the time of filing, Sunshine Dairy Foods estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP, and Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, serve as the Debtors' counsel; and Daniel J. Boverman and Boverman & Associates, LLC, serve as business and turnaround consultants. TEXDOM INVESTMENTS: To Pay Lone Star Monthly at 5.25% Interest -------------------------------------------------------------- Texdom Investments, LLC filed its first amended disclosure statement in support of its first amended plan dated July 2, 2018. The latest plan provides that the Debtor will continue to operate the Napa Heights Apartments. The Debtor will pay the debt to Lone Star National Bank of approximately $2.9M, by paying at 5.25% interest, amortized over 22 years, in equal monthly installments, balloon in 4 years. The debtor will pay the debt of OG Construction Company, LLC of approximately $234,000 by paying at 5.25% interest, amortized over 10 years, in equal monthly installments, balloon in 4 years. The Debtor will pay ad valorem taxes to Hidalgo County and City of McAllen at 12% statutory interest over 5 years. At the option of Bank, Bank will pay the taxes in full and add that amount to the balance of Bank’s Note, to be paid on a 22-year amortization. The Troubled Company Reporter previously reported that unsecured creditors will be paid 50% of their allowed claims under the initial plan. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-70485-110.pdf A full-text copy of the First Amended Plan is available at: http://bankrupt.com/misc/txsb17-70485-109.pdf About Texdom Investments Founded in 2013, Texdom Investments, LLC, owns apartment properties in McAllen, Texas, valued by the company at $4.6 million. Texdom Investments filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-70485) on Dec. 14, 2017. In the petition signed by Ramon I. Rodriguez, manager, the Debtor disclosed $4.62 million in total assets and $4.42 million in total liabilities. The case is assigned to Judge Eduardo V. Rodriguez. Kurt Stephen, Esq., at the Law Office of Kurt Stephen, PLLC, serves as the Debtor's bankruptcy counsel. TOYS R US: Propco I Debtors Tap Prime Clerk as Claims Agent ----------------------------------------------------------- Toys R Us Property Company I, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Prime Clerk LLC as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates (Propco I Debtors). Prime Clerk will charge these hourly rates: Claim and Noticing Rates: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $170 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $190 Director of Solicitation $220 Benjamin Steele, vice-president of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Direct: (212) 257-5490 Mobile: 646-240-7821 Email: bsteele@primeclerk.com About Toys R Us, Inc. Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the U.S. Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. Propco I Debtors Toys "R" Us Property Company I, LLC and its subsidiaries own fee and leasehold interests in more than 300 properties in the United States. The Debtors lease the properties on a triple-net basis under a master lease to Toys-Delaware, the operating entity for all of TRU's North American businesses, which operates the majority of the properties as Toys "R" Us stores, Babies "R" Us stores or side-by-side stores, or subleases them to alternative retailers. Toys "R" Us Property was founded in 2005 and is headquartered in Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of Toys "R" Us Inc. Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II Trust, and Wayne Real Estate Company LLC (collectively, "Propco I Debtors") sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I Debtors sought and obtained procedural consolidation and joint administration of their Chapter 11 cases, separate from the Toys "R" Us Debtors' Chapter 11 cases. The Propco I Debtors estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Keith L. Phillips presides over the Propco I Debtors' cases. The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP; and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The Debtors also tapped Kutak Rock LLP. They hired Goldin Associates, LLC, as financial advisors. TOYS R US: Unsecureds to Get Nothing Under New Propco II Plan ------------------------------------------------------------- Toys "R" Us Property Company II, LLC ("Propco II Debtor") and Giraffe Junior Holdings, LLC, or the Propco II Plan Debtors filed a disclosure statement for their proposed amended joint chapter 11 plan. The Plan provides for the sale of the Propco II Debtor's assets and a liquidation of the Propco II Plan Debtors. A sale of all or substantially all of the Propco II Debtor's assets may be accomplished either through the Plan or a sale pursuant to section 363 and 365 of the Bankruptcy Code. The Propco II Plan Debtors prefer that the sale be accomplished though the Plan, but in either case, the proceeds of the sale will be used to fund Plan distributions. This latest filing provides that Toys Delaware rejected the Master Lease as of June 30, 2018, which severely constrained the Propco II Debtor's liquidity. The Master Lease is defined as Properties leased on a triple-net basis pursuant to the certain Second Amended and Restated Master Lease Agreement, dated as of November 3, 2016, by and between Propco II, as landlord, and Toys "R" Us -Delaware, Inc. as tenant. The rental payments made by Toys Delaware to the Propco II Debtor under the Master Lease were the sole source of revenue for the Propco II Debtor. With limited cash on hand, as of June 30, 2018, the Propco II Debtor no longer had any revenues. With knowledge that the Master Lease would be rejected or deemed rejected, on June 11, 2018, the Propco II Plan Debtors filed a motion seeking the approval of bid procedures to commence an expeditious sale and marketing process for all or substantially all of the Propco II Debtor's assets. The Propco II Plan Debtors and their advisors worked diligently with their stakeholders, including the Special Servicer to negotiate acceptable bidding procedures, and a sale timeline, that would result in an expeditious and cost-effective path forward toward confirmation of a chapter 11 plan. In connection with the sale and marketing process, the Propco II Debtor reached an agreement with the Special Servicer under the Mortgage Loan Documents, documented in the Amended Adequate Protection Order, for the Trust to fund the necessary carry costs to maintain and preserve the Properties up to a certain amount through the end of July 2018, including taxes, ground rents, utilities, insurance premiums, common charges and assessments, among other expenses as set forth in the Amended Adequate Protection Order. The estimated carry costs associated with the Properties is approximately $2.8 million for the month of July 2018, plus the cost to insure the Properties. The Propco II Debtor intends to complete a sale of its assets pursuant to the Plan, but may also complete the sale pursuant to a Sale Order under section 363 and 365 of the Bankruptcy Code in lieu of completion pursuant to a Plan if Administrative Claims exceed the amount set forth in Schedule 1 of the Plan and the Purchaser, after good faith negotiations with the Propco II Debtor, is the successful bidder and elects to consummate the sale pursuant to section 363 and 365 of the Bankruptcy Code. Class A4 under the amended plan consists of the general unsecured claims against Propco II. Allowed General Unsecured Claim against the Propco II Debtor, including any Mortgage Loan Deficiency Claim, will receive its Pro Rata share of the Sale Proceeds, if any, after payment of all senior Claims against the Propco II Debtor. Projected recovery for this class is 0%. Class B4 consists of the general unsecured claims against Giraffe Junior. Allowed General Unsecured Claim against the Giraffe Junior Debtor, including any Giraffe Junior Mezzanine Loan Deficiency Claim, will receive its Pro Rata share of the Sale Proceeds, if any, after payment of all senior Claims against the Giraffe Junior Debtor. Projected recovery for this class is 0%. A full-text copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/vaeb17-34665-3650.pdf About Toys R Us, Inc. Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the U.S. Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. The company cited that it no longer has the financial support to continue operations in the United States. The company said it would shut down in the U.S., and sell its operations in Canada, Asia and Europe. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Propco I Debtors Toys "R" Us Property Company I, LLC and its subsidiaries own fee and leasehold interests in more than 300 properties in the United States. The Debtors lease the properties on a triple-net basis under a master lease to Toys-Delaware, the operating entity for all of TRU's North American businesses, which operates the majority of the properties as Toys "R" Us stores, Babies "R" Us stores or side-by-side stores, or subleases them to alternative retailers. Toys "R" Us Property was founded in 2005 and is headquartered in Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of Toys "R" Us Inc. Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II Trust, and Wayne Real Estate Company LLC (collectively, "Propco I Debtors") sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I Debtors sought and obtained procedural consolidation and joint administration of their Chapter 11 cases, separate from the Toys "R" Us Debtors' Chapter 11 cases. The Propco I Debtors estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Keith L. Phillips presides over the Propco I Debtors' cases. The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP; and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The Debtors also tapped Kutak Rock LLP. They hired Goldin Associates, LLC, as financial advisors. TRIUMPH GROUP: S&P Cuts Corp. Credit Rating to 'B-', Outlook Stable ------------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Berwyn, Pa.-based Triumph Group Inc. to 'B-' from 'B'. The outlook is stable. S&P said, "At the same time, we lowered the issue-level rating on the company's secured debt to 'B+' from 'BB-'. The '1' recovery rating is unchanged and reflects our expectations of a very high recovery (90%-100%; rounded estimate 95%) in a default scenario. We also lowered the issue-level rating on the company's unsecured debt to 'CCC+' from 'B-'. The '5' recovery indicates our expectations of a modest recovery (10%-30%; rounded estimate 25%) in a default scenario. "The downgrade reflects that earnings and cash flows in fiscal 2019 (ending March 31, 2019) will be well below our previous expectations. We now expect debt to EBITDA above 10x in fiscal 2019 compared to our previous forecast of 7.0x-7.5x due to issues improving profitability on struggling programs and lower margins on new programs. We also now expect free cash flow to be between negative $200 million and negative $225 million in 2019 due to the lower earnings and the need to repay customer advances received last year. Although we expect earnings and cash flow to improve in fiscal 2020, there is still a fair amount of uncertainty about the pace of any improvement. "The stable outlook reflects our expectation that credit metrics will remain very weak in fiscal 2019 but will improve thereafter, with debt to EBITDA declining to below 7x in fiscal 2020 from above 10x in fiscal 2019. The improvement will be because of production rate increases on certain growth programs, new program wins, and the benefits of restructuring actions and other cost cutting initiatives, somewhat offset by pricing cuts on certain programs, the need to repay customer advances, and the drag of remaining problem programs and operational issues. "We could lower our ratings on Triumph if the cash use in the next year is higher than we expect, potentially due to further program problems, reduced demand, or lost contracts, putting pressure on liquidity. We could also lower ratings if these factors did not result in lower leverage in fiscal 2020 and we believe the company's leverage had become unsustainable. "Although not likely in the next 12 months, we could raise our ratings if debt to EBITDA declines to below 7x and we expect it to remain there. This could be caused by earnings and cash flow improving faster than we expect, likely due to higher-than-expected benefits of restructuring and other cost-cutting actions, or if the company meaningfully reduces leverage with the use of proceeds from divestitures. We would also expect free cash flow to be sustainably positive for an upgrade." VANITY SHOP: Aug. 29 Plan Confirmation Hearing ---------------------------------------------- The hearing on confirmation of Vanity Shop of Grand Forks, Inc.'s Third Plan of Liquidation dated July 18, 2018, shall be held on Wednesday, August 29, 2018 at 9:30 a.m. Objections to confirmation of the Plan must be filed no later than August 20. Ballots for accepting or rejecting the Plan must also be filed no later than August 20. July 3 Third Amended Plan On July 3, the Debtor filed a third amended plan of liquidation, which contemplates the appointment of a Plan Administrator to, among other things, finalize the wind down of the Debtor's affairs, resolve Disputed Claims, pursue any Causes of Action, implement the terms of the Plan and make Distributions to holders of Allowed Claims. This Plan also provides for the payment of Administrative Claims in full on the Effective Date of the Plan or pursuant to agreement with the claimant. Class 4 under the liquidation plan consists of the general unsecured claims. Each holder of a Class 4 General Unsecured Claim will receive its Pro Rata share of the First Interim Distribution and Subsequent Interim Distributions after payment in full of (or reserve for) Plan Administration Expenses, all Allowed Administrative Claims, Allowed Claims in Class 2, and Allowed Claims in Class 3, and the Claims Reserve. Subsequent Interim Distributions and the final Distribution on Class 4 Allowed Claims will be made as soon as reasonably practicable after the Effective Date and after the reconciliation of all Class 4 Claims. Such Distributions will be in full satisfaction of each Class 4 Allowed Claim with the effective date of the satisfaction being the Final Distribution Date. The holders of Allowed Claims in Class 4 will be paid Pro Rata based on the aggregate Face Amount of all Allowed Class 4 - General Unsecured Claims. A full-text copy of the Third Plan of Liquidation dated July 3 is available at: http://bankrupt.com/misc/ndb17-30112-773.pdf July 18 Third Amended Plan On July 18, the Debtor withdrew the July 3 Third Amended Plan after filing a new Third Amended Plan, which incorporated a settlement reached at a mediation conducted on June 19 among the Debtors, the official committee of unsecured creditors, and a certain statutory insiders. Issues resolved at mediation: 1. Vanity, Inc. will pay the sum of $170,000 to the Debtor. 2. The general unsecured claim of TGC, LP (Claim No. 281 - $5,248,777.43) will be reduced to $2,850,000 and allowed as a general unsecured, non-priority claim in the amount of $2,850,000 and otherwise disallowed. 3. The Statutory Insiders and Related Parties and their respective officers, directors, employees, shareholders, and members, whether past or present, are released and forever discharged from any and all claims, controversies, causes of action, obligations, losses, damages and liabilities of every kind and character whatsoever, regardless of whether the basis of the liability is premised upon tort or contract, and any and all other unasserted causes of action whether known or unknown, and whether the causes of action are presently asserted or unasserted arising from or related to any transactions with the Debtor or its estate or acts or omissions relating to the Debtor or its estate, including any claims the Debtor, the Plan Administrator, the trustee in any Chapter 7 case, or the Committee could assert against the Statutory Insiders and Related Parties for preference, conversion, fraudulent conveyance and/or transfer, and any and all other causes of action commonly asserted against insiders and related corporate entities in Bankruptcy Court proceedings. The "Statutory Insiders and Related Parties" are Vanity, Inc., Apparel Real Estate LLP, Barrier Lakes Investments, LLC, Boothill Corporation, Bottrell Family Investments, LP, Diamond B Companies, Inc., Diamond B Technology Solutions, LLC, Parsec Data Management, Inc., Sales Floor Live, LLC, Shazzam!, Inc., TGC, LP, Treco Constructors, Inc., Bottrell, Thompson, Hull, Hauff, Donarski, Knoll, Andrews, Gust & Andrews, P.C., Estate of Don Bottrell, Teresa Bottrell, Marnie Bennett (formerly known as Marnie Kimbrough), James Bennett, Colette Anderson-Bottrell, Lowell Bottrell, Stephen J. Anderson, and Stephen J. Anderson IRA. The July 18 Plan provides that the administrative expense claims of Bottrell Family Investments, LP, Sales Floor Live, LLC, and Diamond B Technology Solutions, LLC will be litigated in the bankruptcy proceedings. A full-text copy of the Third Plan of Liquidation dated July 18 is available at: http://bankrupt.com/misc/ndb17-30112-799.pdf About Vanity Shop of Grand Forks Women's wear retailer Vanity Shop of Grand Forks, Inc., filed a Chapter 11 petition (Bankr. D.N.D. Case No. 17-30112) on March 1, 2017, after announcing plans to close all of its 137 Vanity stores in 27 states. James Bennett, chairman of the Board of Directors, signed the petition. The Debtor estimated assets of less than $100,000 and liabilities of $10 million to $50 million. Judge Shon Hastings presides over the case. Caren Stanley, Esq., at Vogel Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor hired Eide Bailly, LLP as auditor; Bell Bank as trustee for the ERISA Plan; and Jill Motschenbacher as accountant. On March 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Fox Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as financial advisor, and Brady Martz & Associates PC, as accountant. On June 16, 2017, Hilco IP Services, LLC d/b/a Hilco Streambank, was appointed as the Debtor's Intellectual Property Disposition Consultant, nunc pro tunc to May 12, 2017. On Aug. 2, 2017, Diamond B Technology Services, LLC, was appointed as IT Consultant. VARSITY BRANDS: S&P Affirms 'B' Corp. Credit Rating, Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Dallas, TX -based Varsity Brands Holding Co. Inc. and removed the rating from CreditWatch, where S&P placed it with negative implications on June 27, 2018. The outlook is negative. At the same time, S&P affirmed its 'B' issue-level rating on the company's upsized $1.395 billion first-lien term loan due 2024 and removed the rating from CreditWatch, where S&P placed it with negative implications on June 27, 2018. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. Pro forma for the transaction, S&P expects the company to have $2 billion of total reported debt outstanding. The negative outlook reflects the deterioration of Varsity Brands' credit metrics pro forma for the transaction and the risk that the company may be unable to improve its leverage below 7.5x in the 12 months following the close of the acquisition. Pro forma for the transaction, the company's adjusted debt-to-EBITDA will increase to the mid-8x area from 7x currently. The corporate credit rating affirmation reflects S&P's expectation that Varsity Brands will continue to increase its revenue and EBITDA through organic expansion and tuck-in acquisitions while improving its debt to EBITDA, mainly through EBITDA growth. The negative outlook on Varsity reflects the deterioration of the company's credit ratios following its proposed sale to Bain Capital by Charlesbank and the risk that it will be unable to reduce its leverage in line with our forecast if it makes a large acquisition or shareholder payment or experiences any operating difficulties. S&P said, "We could lower our rating on Varsity in the next 12 months if it becomes clear that the company will be unable to successfully reduce its leverage below 8.0x over the near-term with a clear path to improving its debt-to-EBITDA below 7.5x by the end of 2019. This could occur if a structural shift in demand causes us to reassess the company's business prospects because there is a faster-than-expected decline in the achievement segment or school funding for non-education related activities declines, leading to a deterioration in its operating performance and a material decline in its EBITDA and free cash flow generation. We could also lower the rating if the company's profitability declines because of a material increase in input costs that it is unable to pass through to its customers. "We could revise our outlook on Varsity to stable if the company generates consistent EBITDA growth and improves its leverage with a clear path to reducing its debt-to-EBITDA below 7.5x. We estimate that the company's pro forma EBITDA would need to improve by around 15% or its pro forma debt would need to decline by over $250 million for it to achieve a debt-to-EBITDA metric in the 7.5x area." VENTURE INVESTMENTS: Hires Steidl & Steinberg as Bankruptcy Counsel ------------------------------------------------------------------- Venture Investments Group, Inc., seeks authority from the United States Bankruptcy Court for the Western District of Pennsylvania to hire Christopher M. Frye, Esquire and Steidl and Steinberg, P.C., as bankruptcy counsel. Christopher M. Frye, Esq., attorney at Steidl and Steinberg, P.C., attests that he and his do not represent any interest adverse to Debtor's estate, Debtor, or creditors of Debtor's estate, and is a disinterested person within the meaning of 11 U.S.C. Sec. 101. A retainer totaling $5,000.00 (plus the filing fee of $1,717.00) has been paid by the Debtor to their counsel. The firm's current hourly rate for counsel is $300.00. The counsel can be reached through: Christopher M. Frye, Esq. Steidl & Steinberg P.C. 2830 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Phone: 412- 391-8000 Email: chris.frye@steidl-steinberg.com About Venture Investments Group Venture Investments Group, Inc., d/b/a Burton's Total Pet -- http://www.totalpetstores.com/-- is a provider of pet care, pet information and pet supplies serving the Pittsburgh areas since 1993. Total Pet provides VIP petcare community veterinary clinics, self-service dog wash and bed & breakfast boarding. Venture Investments Group filed a Chapter 11 petition (Bankr. W.D. Penn. Case No. 18-22561) on June 26, 2018. In the petition signed by Burton Patrick, president, the Debtor estimated $100,000 to $500,000 in total assets and $1 million to $10 million in total liabilities. Christopher M. Frye, Esq. at Steidl and Steinberg, P.C., is the Debtor's bankruptcy counsel. VERN'S AUTO: FC Partners to be Paid $141 Monthly at 5% Over 5 Years ------------------------------------------------------------------- Vern's Auto Repair, LLC filed with the U.S. Bankruptcy Court for the Western District of Texas a small business disclosure statement describing its first amended chapter 11 plan dated June 29, 2018. Under the plan, the secured claim of FC Partners, LP in Class 4 will be paid $141 monthly plus interest at 5% for a 5-year period. The hearing at which the Court will determine whether to confirm the Plan will take place on August 8. 2019, at 9:30 a.m., in Courtroom 1, at the Hipolito F. Garcia Federal Building and United States. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-52471-49.pdf About Vern's Auto Repair Vern's Auto Repair, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52471) on Oct. 26, 2017. Joseph D. Fontenot, its managing member, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Ronald B. King presides over the case. The Debtor is represented by Steven G. Cennamo, Esq. at Malaise Law Firm as its legal counsel. WILL NELSON: $110K Sale of Memphis Property to Watson Approved -------------------------------------------------------------- Judge Paulette J. Delk of the U.S. Bankruptcy Court for the Western District of Tennessee authorized Will J. Nelson and Hattie N. Nelson to sell the commercial property located at 3210 Hernando Road, Memphis, Tennessee, Tax Parcel ID No. 07701100002, is commonly known as Hernando's Hideaway, to Kenneth Dale Watson for $110,000. At Closing, the Debtors will pay all outstanding City of Memphis and Shelby County real property taxes for the property. Pursuant to an agreement between First Alliance Bank, as first mortgagee of the property, and the Debtors, First Alliance Bank will apply the May 2018 adequate protection payment of $15,000 to the promissory note attributed to the property and Debtors will pay $87,968 to First Alliance Bank from the sales proceeds of the property. The remaining miscellaneous fees after payment, including, but not limited to: appraisal fees, forced placed insurance proceeds and related fees incurred by First Alliance Bank, and expenses associated with the loan and interest will be carried over to the Debtors other notes with First Alliance Bank. Immediately following, and conditioned upon, the Closing, First Alliance Bank will release the Deed of Trust secured by the property. Said Deed of Trust is registered with the Shelby County Register of Deeds at Instrument No. 06129217. Conditioned upon the payment of all real estate taxes and the release of the First Alliance Bank Deed of Trust as set forth, the Purchaser will take title to the Property free and clear of all liens and encumbrances. The case is In re Will J. Nelson and Hattie N. Nelson (Bankr. W.D. Tenn. Case No. 17-20831). XPERTES LLC: Proposed Auction Sale of All Assets Approved --------------------------------------------------------- Judge Laurel E. Babero of the U.S. Bankruptcy Court for the District of Nevada authorized Xpertes, LLC's bidding procedures in connection with the sale of substantially all assets to The Expo Group, Inc. for $750,000 cash, subject to the Purchase Price Adjustment, plus the assumption of the Assumed Liabilities, subject to overbid. The Debtor will notify counsel to the landlord, Majestic Runway Partners III, L.L.C., by no later than July 10, 2018 at 12:00 p.m. if any Qualified Bids were received by the Bid Deadline. The Debtor, the Stalking Horse Bidder and other parties in interest will file any replies to any timely-filed objection to entry of the Sale Order with the Court by July 12, 2018 at 5:00 p.m. The salient terms of the Bidding Procedures are: a. Bid Deadline: July 9, 2018 at 5:00 p.m. (PST) b. Auction: July 11, 2018 at 9:00 a.m. (PST), is the date and time of the Auction, if one is needed, which will be held at the offices of the Debtor's counsel, Larson Zirzow & Kaplan, 850 E. Bonneville Ave., Las Vegas, Nevada. c. Deposit: $500,000 e. Closing: The Closing will take place within 10 Business Days after satisfaction or waiver of the conditions, or at such other date and place as the Buyer and the Seller may agree in writing; but in no event after July 16, 2018. At the Closing, Buyer will also deliver to the Seller, among other matters, the balance of the Cash Purchase Price in the amount of $250,000. f. Break-Up Fee: 3% of the cash purchase price The Bank of Nevada, a division of Western Alliance Bank, has an allowed unavoidable first-priority secured claim and is authorized to make one or more credit bids at the Auction equal to its allowed secured claim. The Debtor is authorized to pay any and all amounts owing to the Stalking Horse Bidder on account of the Break-Up Fee in accordance with the terms of the Stalking Horse Agreement without further action or order by the Court. No person or entity, other than the Stalking Horse Bidder, will be entitled to any expense reimbursement, break-up fee, "topping," termination or other similar fee or payment. The Debtor's assumption and assignment of certain executory contracts and unexpired leases in connection with the Sale are approved. The Contract Objection Deadline is July 11, 2018 at 5:00 p.m. Notwithstanding any applicability of Bankruptcy Rule 6004(h), 6006(d), 7062 or 9014, the terms and conditions of the Order will be immediately effective and enforceable upon entry of the Order. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). A hearing on the Motion is set for June 29, 2018 at 9:30 a.m. The Sale Hearing is set for July 13, 2018 at 9:30 a.m. The Sale Objection Deadline is July 11, 2018 at 5:00 p.m. About Xpertes LLC Las Vegas-based Xpertes, LLC -- http://www.xpertexpo.com/-- is a privately-owned and operated exposition company specializing in trade shows, corporate events, and exhibit installation and dismantling. The company, which conducts business under the name Xpert Exposition Services, was founded in 2009. Xpertes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-11824) on April 2, 2018. In the petition signed by Ralph T. Neely, chief operating officer, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. Judge Laurel E. Davis presides over the case. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE OU1 GR 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE ALSWF US 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE ABT2EUR EU 90.8 (57.6) (34.4) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIRLINE AAL11EUR EU 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL AV 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL TE 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G SW 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G QT 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G GZ 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL US 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G GR 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL* MM 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL1USD EU 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G TH 53,280.0 (1,018.0) (7,335.0) AMYRIS INC 3A01 GR 118.2 (286.2) (36.7) AMYRIS INC 3A01 TH 118.2 (286.2) (36.7) AMYRIS INC AMRS US 118.2 (286.2) (36.7) AMYRIS INC 3A01 QT 118.2 (286.2) (36.7) AMYRIS INC AMRSEUR EU 118.2 (286.2) (36.7) AMYRIS INC AMRSUSD EU 118.2 (286.2) (36.7) ASPEN TECHNOLOGY AST GR 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AZPNUSD EU 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AST TH 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AZPNEUR EU 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AST QT 246.0 (278.6) (366.6) ASPEN TECHNOLOGY AZPN US 246.0 (278.6) (366.6) ATLATSA RESOURCE ATL SJ 206.1 (205.9) 6.0 AUTODESK INC ADSK US 3,911.4 (128.6) (154.6) AUTODESK INC AUD TH 3,911.4 (128.6) (154.6) AUTODESK INC AUD GR 3,911.4 (128.6) (154.6) AUTODESK INC ADSK* MM 3,911.4 (128.6) (154.6) AUTODESK INC ADSK AV 3,911.4 (128.6) (154.6) AUTODESK INC ADSKEUR EU 3,911.4 (128.6) (154.6) AUTODESK INC AUD QT 3,911.4 (128.6) (154.6) AUTODESK INC AUD GZ 3,911.4 (128.6) (154.6) AUTODESK INC 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2,087.9 MDC PARTNERS-A MD7A GR 1,701.1 (135.3) (195.9) MDC PARTNERS-A MDCA US 1,701.1 (135.3) (195.9) MDC PARTNERS-A MDCAEUR EU 1,701.1 (135.3) (195.9) MICHAELS COS INC MIK US 2,313.5 (1,483.9) 743.9 MICHAELS COS INC MIM GR 2,313.5 (1,483.9) 743.9 MONEYGRAM INTERN 9M1N GR 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N TH 4,509.2 (232.7) (58.3) MONEYGRAM INTERN MGIEUR EU 4,509.2 (232.7) (58.3) MONEYGRAM INTERN MGIUSD EU 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N QT 4,509.2 (232.7) (58.3) MONEYGRAM INTERN MGI US 4,509.2 (232.7) (58.3) MOTOROLA SOLUTIO MOT TE 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI US 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA GR 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA TH 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO 0K3H LN 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA QT 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI1EUR EU 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA GZ 9,051.0 (1,539.0) 525.0 MSG NETWORKS- A MSGN US 855.6 (693.3) 212.2 MSG NETWORKS- A MSGNUSD EU 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 TH 855.6 (693.3) 212.2 MSG NETWORKS- A MSGNEUR EU 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 QT 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 GR 855.6 (693.3) 212.2 NATERA INC NTRA US 218.7 (3.9) 83.1 NATERA INC 45E GR 218.7 (3.9) 83.1 NATHANS FAMOUS NATH US 80.1 (84.6) 53.7 NATHANS FAMOUS NFA GR 80.1 (84.6) 53.7 NATIONAL CINEMED NCMI US 1,157.7 (84.4) - NATIONAL CINEMED XWM GR 1,157.7 (84.4) - NATIONAL CINEMED NCMIEUR EU 1,157.7 (84.4) - NAVISTAR INTL IHR TH 6,487.0 (4,527.0) 456.0 NAVISTAR INTL NAV US 6,487.0 (4,527.0) 456.0 NAVISTAR INTL NAVEUR EU 6,487.0 (4,527.0) 456.0 NAVISTAR INTL NAVUSD EU 6,487.0 (4,527.0) 456.0 NAVISTAR INTL IHR GR 6,487.0 (4,527.0) 456.0 NAVISTAR INTL IHR QT 6,487.0 (4,527.0) 456.0 NAVISTAR INTL IHR GZ 6,487.0 (4,527.0) 456.0 NEOS THERAPEUTIC NEOS US 97.4 (4.5) 32.9 NEOS THERAPEUTIC NTE GR 97.4 (4.5) 32.9 NEURONETICS INC STIM US 32.0 (10.8) 19.5 NEW ENG RLTY-LP NEN US 256.1 (34.6) - NII HOLDINGS INC NIHD US 1,121.5 (113.6) 171.7 NII HOLDINGS INC NJJA GR 1,121.5 (113.6) 171.7 NII HOLDINGS INC NIHDEUR EU 1,121.5 (113.6) 171.7 NORTHERN OIL AND NOG US 664.5 (488.8) (0.9) NORTHERN OIL AND NOG1USD EU 664.5 (488.8) (0.9) NYMOX PHARMACEUT NYMX US 1.0 (1.0) (1.1) NYMOX PHARMACEUT NYMXUSD EU 1.0 (1.0) (1.1) OMEROS CORP OMER US 89.0 (29.2) 54.1 OMEROS CORP 3O8 GR 89.0 (29.2) 54.1 OMEROS CORP 3O8 TH 89.0 (29.2) 54.1 OMEROS CORP OMEREUR EU 89.0 (29.2) 54.1 OMEROS CORP OMERUSD EU 89.0 (29.2) 54.1 OMEROS CORP 0KBU LN 89.0 (29.2) 54.1 OPTEC INTERNATIO OPTI US 0.2 (0.8) (0.9) OPTIVA INC OPT CN 188.7 (12.7) 28.2 OPTIVA INC RKNEF US 188.7 (12.7) 28.2 OPTIVA INC RE6 GR 188.7 (12.7) 28.2 OPTIVA INC RKNEUR EU 188.7 (12.7) 28.2 OPTIVA INC 3230510Q EU 188.7 (12.7) 28.2 PAPA JOHN'S INTL PZZAEUR EU 579.8 (242.2) 22.8 PAPA JOHN'S INTL PP1 GR 579.8 (242.2) 22.8 PAPA JOHN'S INTL PZZA US 579.8 (242.2) 22.8 PENN NATL GAMING PENN US 5,165.5 (33.6) (140.6) PENN NATL GAMING PN1 GR 5,165.5 (33.6) (140.6) PHILIP MORRIS IN PM US 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN PM1 EU 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN 4I1 GR 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN PM1CHF EU 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN PM1 TE 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN 4I1 TH 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN PM1EUR EU 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN PMI SW 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN 4I1 QT 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN 4I1 GZ 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN PMOR AV 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN PMI1 IX 40,721.0 (10,168.0) 2,587.0 PHILIP MORRIS IN PMI EB 40,721.0 (10,168.0) 2,587.0 PINNACLE ENTERTA PNK US 3,884.8 (301.5) (30.0) PINNACLE ENTERTA 65P GR 3,884.8 (301.5) (30.0) PLANET FITNESS-A PLNT US 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL TH 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL GR 1,115.9 (122.4) 77.1 PLANET FITNESS-A PLNT1USD EU 1,115.9 (122.4) 77.1 PLANET FITNESS-A PLNT1EUR EU 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL QT 1,115.9 (122.4) 77.1 PLURALSIGHT IN-A PS US 234.0 (58.1) (71.1) PROS HOLDINGS IN PRO US 280.5 (55.1) 86.0 PROS HOLDINGS IN PH2 GR 280.5 (55.1) 86.0 PROS HOLDINGS IN PRO1EUR EU 280.5 (55.1) 86.0 REATA PHARMACE-A RETA US 136.8 (142.7) 83.4 REATA PHARMACE-A 2R3 GR 136.8 (142.7) 83.4 REATA PHARMACE-A RETAEUR EU 136.8 (142.7) 83.4 RESOLUTE ENERGY REN US 686.3 (81.6) (129.6) RESOLUTE ENERGY R21 GR 686.3 (81.6) (129.6) RESOLUTE ENERGY RENEUR EU 686.3 (81.6) (129.6) REVLON INC-A RVL1 GR 3,042.1 (855.7) 105.3 REVLON INC-A REV US 3,042.1 (855.7) 105.3 REVLON INC-A RVL1 TH 3,042.1 (855.7) 105.3 REVLON INC-A REVEUR EU 3,042.1 (855.7) 105.3 REVLON INC-A REVUSD EU 3,042.1 (855.7) 105.3 RIMINI STREET IN RMNI US 145.2 (205.8) (117.3) ROSETTA STONE IN RS8 TH 178.8 (1.6) (63.2) ROSETTA STONE IN RS8 GR 178.8 (1.6) (63.2) ROSETTA STONE IN RST US 178.8 (1.6) (63.2) ROSETTA STONE IN RST1EUR EU 178.8 (1.6) (63.2) ROSETTA STONE IN RST1USD EU 178.8 (1.6) (63.2) RR DONNELLEY & S DLLN TH 3,680.6 (188.3) 607.2 RR DONNELLEY & S RRDUSD EU 3,680.6 (188.3) 607.2 RR DONNELLEY & S RRDEUR EU 3,680.6 (188.3) 607.2 RR DONNELLEY & S RRD US 3,680.6 (188.3) 607.2 RR DONNELLEY & S DLLN GR 3,680.6 (188.3) 607.2 SALLY BEAUTY HOL S7V GR 2,100.2 (315.0) 608.3 SALLY BEAUTY HOL SBHEUR EU 2,100.2 (315.0) 608.3 SALLY BEAUTY HOL SBH US 2,100.2 (315.0) 608.3 SANCHEZ ENERGY C SN* MM 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C SN US 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C SNUSD EU 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C 13S TH 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C 13S QT 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C SNEUR EU 2,903.8 (33.4) 212.2 SANCHEZ ENERGY C 13S GR 2,903.8 (33.4) 212.2 SBA COMM CORP SBACUSD EU 7,405.1 (2,588.2) 51.9 SBA COMM CORP 0KYZ LN 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBACEUR EU 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBJ TH 7,405.1 (2,588.2) 51.9 SBA COMM CORP 4SB GZ 7,405.1 (2,588.2) 51.9 SBA COMM CORP 4SB GR 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBAC US 7,405.1 (2,588.2) 51.9 SCIENTIFIC GAMES SGMS US 7,737.2 (2,196.1) 554.9 SCIENTIFIC GAMES SGMSUSD EU 7,737.2 (2,196.1) 554.9 SCIENTIFIC GAMES TJW GR 7,737.2 (2,196.1) 554.9 SCIENTIFIC GAMES TJW TH 7,737.2 (2,196.1) 554.9 SEALED AIR CORP SDA GR 5,041.1 (364.8) 242.4 SEALED AIR CORP SEE US 5,041.1 (364.8) 242.4 SEALED AIR CORP SEE1EUR EU 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA QT 5,041.1 (364.8) 242.4 SENSEONICS HLDGS SENS US 77.8 (13.2) 55.3 SENSEONICS HLDGS 6L6 GR 77.8 (13.2) 55.3 SENSEONICS HLDGS SENS1EUR EU 77.8 (13.2) 55.3 SENSEONICS HLDGS SENS1USD EU 77.8 (13.2) 55.3 SENSEONICS HLDGS 6L6 TH 77.8 (13.2) 55.3 SIGA TECH INC SIGA US 133.1 (334.6) 26.9 SIRIUS XM HOLDIN SIRI US 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO GR 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO TH 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRI AV 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRIUSD EU 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO QT 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRIEUR EU 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO GZ 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN SIRI TE 8,299.3 (1,564.5) (2,267.2) SIX FLAGS ENTERT 6FE GR 2,444.0 (203.7) (316.4) SIX FLAGS ENTERT SIXEUR EU 2,444.0 (203.7) (316.4) SIX FLAGS ENTERT SIX US 2,444.0 (203.7) (316.4) SONIC CORP SO4 GR 545.5 (273.3) 45.6 SONIC CORP SONC US 545.5 (273.3) 45.6 SONIC CORP SO4 TH 545.5 (273.3) 45.6 SONIC CORP SONCUSD EU 545.5 (273.3) 45.6 SONIC CORP SONCEUR EU 545.5 (273.3) 45.6 STARCO BRANDS IN STCB US 0.2 (0.7) (0.7) SURFACE ONCOLOGY SURF US - (21.0) - SURFACE ONCOLOGY QSOA GR - (21.0) - SURFACE ONCOLOGY SURFEUR EU - (21.0) - TAILORED BRANDS TLRD US 1,945.8 (37.2) 540.2 TAILORED BRANDS WRM GR 1,945.8 (37.2) 540.2 TAILORED BRANDS TLRDEUR EU 1,945.8 (37.2) 540.2 TAILORED BRANDS TLRD* MM 1,945.8 (37.2) 540.2 TAILORED BRANDS WRM TH 1,945.8 (37.2) 540.2 TAILORED BRANDS TLRDUSD EU 1,945.8 (37.2) 540.2 TAUBMAN CENTERS TU8 GR 4,246.0 (162.4) - TAUBMAN CENTERS TCO US 4,246.0 (162.4) - TOWN SPORTS INTE T3D GR 251.8 (73.5) 5.9 TOWN SPORTS INTE CLUB US 251.8 (73.5) 5.9 TOWN SPORTS INTE CLUBEUR EU 251.8 (73.5) 5.9 TRANSDIGM GROUP TDG US 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP T7D GR 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP T7D QT 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP TDGEUR EU 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP T7D TH 10,394.7 (2,309.3) 1,657.3 TRANSDIGM GROUP 0REK LN 10,394.7 (2,309.3) 1,657.3 TUPPERWARE BRAND TUP GR 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP US 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP TH 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP1EUR EU 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP1USD EU 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP QT 1,444.8 (108.4) (28.0) TUPPERWARE BRAND TUP GZ 1,444.8 (108.4) (28.0) TURTLE BEACH COR HEAR US 52.3 (20.4) 24.4 TURTLE BEACH COR 0P1A GR 52.3 (20.4) 24.4 TURTLE BEACH COR PAMTUSD EU 52.3 (20.4) 24.4 TURTLE BEACH COR PAMTEUR EU 52.3 (20.4) 24.4 TURTLE BEACH COR 0P1A TH 52.3 (20.4) 24.4 UNISYS CORP USY1 TH 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 GR 2,513.7 (1,270.8) 438.5 UNISYS CORP UIS1 SW 2,513.7 (1,270.8) 438.5 UNISYS CORP UIS US 2,513.7 (1,270.8) 438.5 UNISYS CORP UISEUR EU 2,513.7 (1,270.8) 438.5 UNISYS CORP UISCHF EU 2,513.7 (1,270.8) 438.5 UNISYS CORP UIS EU 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 QT 2,513.7 (1,270.8) 438.5 UNISYS CORP USY1 GZ 2,513.7 (1,270.8) 438.5 UNITI GROUP INC 8XC GR 4,363.5 (1,187.3) - UNITI GROUP INC CSALUSD EU 4,363.5 (1,187.3) - UNITI GROUP INC UNIT US 4,363.5 (1,187.3) - US XPRESS ENTE-A USX US 830.1 (34.8) (49.6) US XPRESS ENTE-A USXEUR EU 830.1 (34.8) (49.6) US XPRESS ENTE-A 7S3 QT 830.1 (34.8) (49.6) US XPRESS ENTE-A 7S3 GR 830.1 (34.8) (49.6) VALVOLINE INC VVV US 1,869.0 (226.0) 380.0 VALVOLINE INC VVVUSD EU 1,869.0 (226.0) 380.0 VALVOLINE INC 0V4 GR 1,869.0 (226.0) 380.0 VALVOLINE INC 0V4 TH 1,869.0 (226.0) 380.0 VALVOLINE INC VVVEUR EU 1,869.0 (226.0) 380.0 VALVOLINE INC 0V4 QT 1,869.0 (226.0) 380.0 VECTOR GROUP LTD VGR US 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGR GR 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGREUR EU 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGR QT 1,299.1 (394.2) 167.3 VERISIGN INC VRS TH 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSN US 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS GR 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSN* MM 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS QT 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSNEUR EU 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS GZ 2,905.3 (1,234.7) 859.6 W&T OFFSHORE INC UWV GR 942.2 (544.6) 107.2 W&T OFFSHORE INC WTI1EUR EU 942.2 (544.6) 107.2 W&T OFFSHORE INC WTI US 942.2 (544.6) 107.2 WAYFAIR INC- A W US 1,226.4 (127.2) (2.8) WAYFAIR INC- A WUSD EU 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF GR 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF TH 1,226.4 (127.2) (2.8) WAYFAIR INC- A WEUR EU 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF QT 1,226.4 (127.2) (2.8) WEIGHT WATCHERS WW6 GR 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WTW US 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WTWUSD EU 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WTWEUR EU 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 QT 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 GZ 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 TH 1,307.1 (995.9) (99.4) WESTERN UNION WU US 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U TH 9,188.0 (375.8) (1,032.2) WESTERN UNION WU* MM 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U GR 9,188.0 (375.8) (1,032.2) WESTERN UNION WUUSD EU 9,188.0 (375.8) (1,032.2) WESTERN UNION 0LVJ LN 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U QT 9,188.0 (375.8) (1,032.2) WESTERN UNION WUEUR EU 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U GZ 9,188.0 (375.8) (1,032.2) WIDEOPENWEST INC WOW US 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WU5 TH 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WU5 GR 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WU5 QT 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WOW1EUR EU 2,165.0 (439.1) (70.1) WINGSTOP INC WING US 120.7 (146.5) (5.4) WINGSTOP INC EWG GR 120.7 (146.5) (5.4) WINGSTOP INC WING1EUR EU 120.7 (146.5) (5.4) WINMARK CORP WINAUSD EU 48.8 (20.8) 7.9 WINMARK CORP WINA US 48.8 (20.8) 7.9 WINMARK CORP GBZ GR 48.8 (20.8) 7.9 WORKIVA INC WKEUR EU 178.6 (9.2) (13.3) WORKIVA INC WK US 178.6 (9.2) (13.3) WORKIVA INC 0WKA GR 178.6 (9.2) (13.3) XERIUM TECHNOLOG TXRN GR 574.2 (128.1) 89.7 XERIUM TECHNOLOG XRM US 574.2 (128.1) 89.7 YELLOW PAGES LTD Y CN 581.0 (205.7) 72.7 YELLOW PAGES LTD YLWDF US 581.0 (205.7) 72.7 YELLOW PAGES LTD YMI GR 581.0 (205.7) 72.7 YELLOW PAGES LTD YEUR EU 581.0 (205.7) 72.7 YRC WORLDWIDE IN YEL1 GR 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YRCWEUR EU 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 QT 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YRCW US 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YRCWUSD EU 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 TH 1,608.7 (365.9) 160.4 YUM! BRANDS INC TGR TH 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR GR 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMEUR EU 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR QT 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUM SW 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMUSD SW 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMUSD EU 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR GZ 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUM US 4,836.0 (6,754.0) 780.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***